Data Highlights 03
SECTION
one
Strategic Report 04
06 The Chair’s Statement
08 Business Review
15 Financial Report
17 Risk Management
SECTION
two
Governance Report 22
24 Report of the Directors
30 Nomination Committee Report
33 Remuneration and Management Oversight Committee Report
36 Audit and Risk Committee Report
39 Corporate and Social Responsibility
40 Directors’ Responsibility
SECTION
three
Task Force on Climate Related
Financial Disclosures 42
SECTION
four
Consolidated Financial Statements 49
51 Independent Auditor’s Report
58 Consolidated Statement of Profit or Loss and Other Comprehensive Income
59 Consolidated Statement of Financial Position
60 Consolidated Statement of Changes in Equity
61 Consolidated Statement of Cash Flow
62 Notes to the Consolidated Financial Statements
101 Five Year Summary (Unaudited)
SECTION
five
Shareholder Information 102
103 Directory
104 Notice of Annual General Meeting
107 Form of Proxy
TABLE OF CONTENTS
ABOUT OCEAN WILSONS HOLDINGS LIMITED
Ocean Wilsons Holdings Limited (“Ocean Wilsons” or the “Company”) is a Bermuda
investment holding company which, through its subsidiaries, holds a portfolio of
international investments and operates a maritime services company in Brazil.
The Company is listed on both the London Stock Exchange and the Bermuda
Stock Exchange.
PRINCIPAL ACTIVITIES
The Company’s principal activities are currently the management of a diverse global investment portfolio and the
provision of maritime and logistics services in Brazil.
Ocean Wilsons has two operating subsidiaries: Ocean Wilsons (Investments) Limited (“OWIL”) and Wilson Sons
S.A. (“Wilson Sons”) (together with the Company and their subsidiaries, the “Group”).
In October 2024, the Company agreed to sell its entire interest in Wilson Sons, with completion of this transaction
expected in Q2 or Q3 of 2025, subject to regulatory approvals and other closing conditions.
Following its announcement of the transaction, the Board undertook an extensive consultation exercise with
shareholders regarding its use of net proceeds from the transaction. Having considered the feedback from that
exercise, the Company announced on 20 March 2025 that it intends to return a portion of those net proceeds to
shareholders by way of a tender offer for up to 7,072,608 ordinary shares of 20 pence each in the capital of the
Company representing 20% of the issued share capital of the Company.
The tender offer has been sized on the basis that it is the largest practicable that the Company is currently able
to undertake while ensuring that the Company does not become a “close company” for the purposes of the UK
Income and Corporation Taxes Act 1988.
The Board expects to launch the tender offer as soon as reasonably practicable following completion of the
transaction, at which point the detailed terms of the tender offer, including its structure, terms and pricing, will
also be provided to shareholders.
The Board continues to consider a range of strategic options in relation to its use of the net proceeds of the
transaction remaining after completion of the tender offer and expects to make a further announcement in due
course.
OBJECTIVE
The Company’s objective is, and will continue to be post the completion of the sale of Wilson Sons, to focus
on long-term value creation through its investment holdings, leveraging our long-standing investment market
relationships and through detailed insights and analysis.
Data Highlights
Key Data AT 31 DECEMBER - IN US$ MILLIONS
Share Data AT 31 DECEMBER
Profit after tax
$119.1
2023: $103.1
Change: + 15.5%
Investment portfolio net return
$16.9
2023: 25.8
Change: - 34.5%
Investment portfolio assets
$325.9
2023: $310.9
Change: + 4.8%
Net assets
$839.4
2023: $815.8
Change: + 2.9%
Net debt
$336.1
2023: $479.1
Change: - 29.8%
Net cash inflow from operating activities
$185.3
2023: $128.7
Change: + 44.0%
Share price (GBP)
13.00
2023: 12.00
Change: + 8.3%
Earnings per share (USD)
202.7 c
2023: 189.6 c
Change: + 6.9%
Dividend paid per share (USD)
85 c
2023: 70 c
Change: + 21.4%
Proposed dividend per share for 2025 (USD)
122 c
Change: +43.5%
• 3 •
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 4 •
Strategic
Report
The Chair’s Statement
I am pleased to present the 2024 Annual Report for Ocean Wilsons. 2024 was a pivotal year
for the Company as we took significant steps to reshape the business. The Board remains
focused on prudent capital allocation and optimising outcomes for our shareholders in the
years ahead.
Sale of Wilson Sons
A defining event of the year was the announcement in
October 2024 that we had agreed to sell our entire interest in
Wilson Sons to SAS Shipping Agencies Services Sàrl, a wholly
owned subsidiary of MSC Mediterranean Shipping Company
SA, for BRL17.50 per share. This decision reflects the ongoing
consolidation trend in the global port operations industry,
where larger players are driving market efficiencies. While
Wilson Sons has continued to generate strong revenues
and earnings, we firmly believe that this sale represents a
compelling opportunity to realise value for our shareholders
while positioning Ocean Wilsons for the future.
Until the completion of the transaction, Ocean Wilsons
continues to benefit from Wilson Sons’ financial
performance, including dividend distributions, which are
returned to shareholders through our dividend policy. We
remain confident in the contribution of Wilson Sons to our
overall financial strength until completion of the disposal.
Use of Proceeds and Shareholder
Consultation
Following extensive consultation with shareholders on the
optimal use of proceeds from the Wilson Sons sale, the Board
announced on 20 March 2025 its intention to initiate a tender
offer for up to 20% of the Company’s outstanding shares.
The detailed terms of the tender offer, including pricing and
structure, will be finalised and announced to shareholders as
soon as reasonably practicable following the closing of the
Wilson Sons transaction. This return of capital has been sized
so as to balance our commitment to delivering shareholder
returns while ensuring that the Company does not become
a “close company” for the purposes of the UK Income and
Corporation Taxes Act 1988.
The use of the remaining proceeds from the sale are still
under consideration and the Board is actively engaged in
assessing various strategic opportunities. We are committed
to ensuring that these funds are deployed in a manner that
aligns with our overall business strategy and responds to
the shareholder feedback we received in our consultation
process. The market will be updated as our plans evolve in
the coming months.
Investment Portfolio Performance and
Market Outlook
Our investment portfolio subsidiary, OWIL, delivered a net
return of 5.3% in 2024. While this was a solid performance,
particularly in the context of broader market conditions,
the return aligns with the expected volatility that is likely
to increase in 2025 given the initial experience and the
anticipated policies under the Trump administration. Despite
near-term uncertainties, OWIL remains well-positioned with
a strategy focused on diversified, high-quality investments
that support steady and sustainable growth.
Commitment to Future Growth and
Shareholder Returns
Looking ahead, our primary focus remains on delivering
sustainable financial performance and ensuring effective
capital management. We are committed to:
• Returning capital to shareholders – through the planned
tender offer and distribution of the regular dividends
from Wilson Sons, while maintaining financial flexibility.
SECTION ONE / STRATEGIC REPORT
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 6 •
• Strategic capital deployment – ensuring that the
remaining proceeds from the Wilson Sons sale are
utilised in a manner that aligns with our corporate
objectives and which provides appropriate shareholder
returns.
• Maintaining a robust investment portfolio – OWIL
remains well-positioned to navigate market volatility
while continuing to generate positive returns.
The Board remains confident in the strength of Ocean
Wilsons’ investment approach and is fully committed to
executing initiatives that support sustainable performance
and shareholder value creation. We appreciate the continued
support of our investors and look forward to the opportunities
that lie ahead as we enter this new phase for the Company.
We have proudly invested in Wilson Sons for over 80 years,
and I would like to extend our deep appreciation to the Wilson
Sons board, management, and employees for their enduring
partnership. They have consistently delivered strong
operational results and provided vital support throughout
Ocean Wilsons’ strategic review and subsequent due
diligence processes. Their professionalism, commitment,
and willingness to facilitate the transaction, including
assistance with the regulatory filing requirements, has been
invaluable. We leave Wilson Sons with immense gratitude for
their many contributions to our Company’s history, growth,
and reputation and wish them every future success.
Caroline Foulger
Chair
19 March 2025
• 7 •
Business Review
Investment Manager Report
The past year was a familiar story as the US continued to dominate global equity markets. Against the backdrop of robust growth
and falling inflation, interest rates in the US started to decline. Markets continued to be led by the Magnificent 7 technology
companies – Apple, Microsoft, Alphabet, Amazon, Nvidia, Meta and Tesla – while much of the rest of the world struggled with
stagnant, or declining, economic growth. This was partly due to the increasing importance of geopolitics, with wars continuing
in Ukraine and the Middle East, and the shift in Europe away from mainstream political parties to more far right and left-wing
parties. The most significant event was the re-election of Donald Trump as US President in November. Trump promised an
America First policy agenda and while much of the detail will take some time to emerge, it is clear that he intends to be more
aggressive in his trade dealings with both America’s allies and enemies and to seek to cut taxes, regulation and immigration at
home.
Against this backdrop, the investment portfolio had a gross return of 6.5% and a net return of 5.3%, while the portfolio’s absolute
benchmark (US CPI Urban Consumers NSA + 3% p.a.), which is inflation based, returned 5.9%. The portfolio performance was
ahead of a 60:40 composite of the equal weighted equity index and global treasuries, which rose 1.4% during the year.
Cumulative Portfolio Returns
2024 2023
3 Years
p.a.
5 Years
p.a.
OWIL (Gross) 6.5% 10.1% 0.3% 5.6%
OWIL (Net)* 5.3% 8.9% (0.8%) 4.4%
Performance Benchmark 5.9% 6.4% 7.2% 7.2%
60:40 Composite of MSCI ACWI and Bloomberg Global Treasury (Mkt Cap) 8.2% 14.9% 0.5% 4.6%
60:40 Composite of MSCI ACWI and Bloomberg Global Treasury (Equal Weighted) 1.4% 7.0% (3.5%) 0.8%
MSCI ACWI + FM NR US$ (Mkt Cap) 17.5% 22.2% 5.4% 10.0%
MSCI ACWI + FM NR US$ (Equal Weighted) 5.4% 8.9% (1.7%) 3.3%
MSCI Emerging Markets NR US$ 7.5% 9.8% (1.9%) 1.7%
Bloomberg Global Treasury TR US$ (Unhedged) (3.6%) 4.2% (6.1%) (3.2%)
JPM Cash US 3 Month TR US$ 6.3% 4.8% 3.8% 2.6%
* Net of management and performance fees. No performance fees were earned in 2024 and 2023 as the high-water mark was not exceeded.
SECTION ONE / STRATEGIC REPORT
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 8 •
Portfolio Commentary
It has now been over a decade since the investment strategy
was changed in 2014 to provide investors with a balanced
portfolio of global assets that combines exposure to both
public and private equities, and a more defensive portion
added to the portfolio in 2016 that is invested in assets that
provide diversified returns, resulting in an increase of the
monetary value of the portfolio of US$76.9 million from
US$249.0 million to US$325.9 million with US$56.2 million
paid out in dividends.
Public Equity and Directional Hedge Funds
The portfolio’s public equity and directional hedge funds
segment include long-only funds and directional funds. In
2024, the US market and the technology sector continued to
be the primary contributors to the portfolio’s performance.
Public equity funds returned 11.4%, while directional hedge
funds returned 12.2%. Both these returns are strongly ahead
of the MSCI ACWI Equal Weighted Index that gained 5.4%
over the year. We believe this index gives a better indication
of wider market performance as it does not have the
distorting effect of the massive weights in the Magnificent
7 stocks, which now comprise almost a quarter of the MSCI
World market-cap weighted index.
With the continued dominance of the Magnificent 7 which
drove the US and global stock markets, it is perhaps
unsurprising that Polar Capital Global Technology gained
31.0% over the year. The manager of the Polar fund is very
bullish about artificial intelligence (AI) and has a significant
majority of the portfolio invested in companies that should
be beneficiaries of it. Despite having a large position in the
Magnificent 7, the fund is still underweight these companies
compared to its index. NVIDIA was the standout performer
as demand for top quality semiconductors remained
strong throughout the year. Broadcom and Marvell, both
chipmakers, also performed strongly after they announced
positive results with Marvell announcing that it had expanded
its strategic relationship with Amazon.
Several of the portfolio’s directional hedge funds performed
much better this year, benefitting from the higher volatility
compared to 2023. Armistice Capital gained 16.1% over the
year with the fund’s positioning in the healthcare sector being
the biggest contributor. The fund predominantly invests in
the healthcare sector which often has significant pricing
inefficiencies that the manager is able to exploit by going
both long and short. For much of the last three years the
sector has been out of favour with investors mainly because
long duration assets become less attractive when interest
rates are higher but also due to the Inflation Reduction Act
in the US.
Several changes were made to the portfolio over the year.
Helikon Long Short Equity Fund was opportunistically
added in August and has returned 21.1% since. The fund
is a concentrated, value-driven, predominantly European
strategy that focuses on exploiting pricing dislocations. A
position in IAG, the parent company of British Airways, Iberia,
Vueling and Aer Lingus, was one of the fund’s strongest
performers. Passenger numbers continued to grow and the
cost of capital declined following a significant deleveraging
exercise. The dividend was also reinstated for the first time
since the COVID pandemic which buoyed investor sentiment.
We also added two new positions in Japan with Arcus Japan
Fund and Alma Eikoh Japan Large Cap Equity Fund. The
funds are very different to each other with Arcus having
more of a deep value focus while Alma has a slight growth
bias and is more benchmark conscious meaning we think
they blend together well. iShares Expanded Tech Sector
ETF was added to maintain our exposure to the Magnificent
7 and technology sector as our active managers are naturally
underweight these companies.
Private Markets
The portfolio’s private market strategy was reviewed,
formalised and changed in 2014 when the focus shifted from
emerging markets to a select number of developed markets,
large-cap buyout managers. Since then, investments in
middle-market and venture capital managers have been
added to the portfolio with a focus on committing to multiple
vintages from fewer managers.
Key to our more recent success has been our ability to invest
with the top tier of private market managers. This access
is crucial to generating strong returns in private markets
with the long-term nature of our capital, the stability of our
structure and the depth of our relationships giving us several
strategic advantages that many other investors do not have.
We have adopted a core/satellite approach whereby we have
concentrated our investment in a small number of best-in-
class core managers and then supplemented them with a
few specialist managers in areas such as venture capital and
healthcare.
The performance of the pre-and post-2014 investments has
dramatically diverged over the last decade with the post-2014
investments significantly outperforming the pre-2014 funds.
The total private market strategy has returned 75.6% since
the change in 2014, with the pre-2014 investments returning
7.5% and the post-2014 funds gaining 217.0% making it by
far the best performing part of the investment portfolio.
The performance of the newer funds has been particularly
impressive and has outperformed even the market-cap
weighted public indices over three, five and ten years. The
value of the pre-2014 investments has been slowly reducing
as positions are sold with them now comprising just 10.2% of
the total investment portfolio. Overall, the private assets help
to smooth out portfolio returns since they tend not to react
as dramatically to market events as the public assets do. It
was notable that the private assets outperformed during
2022, being down only 1.6% while public markets fell 18.4%,
and thus they moderated the overall portfolio’s decline that
year.
• 9 •
Over the past year private markets have remained subdued
compared to public markets as exiting investments remained
challenging. The portfolio’s private market investments were
overall close to flat in 2024 while the post-2014 investments
returned 6.7% and the pre-2014 investments lost 10.9%. The
dramatic difference demonstrates a key trait of the market
this year where the best companies have continued to grow
and transact while the middle and lower quality businesses
have stagnated.
Private
Equity
Performance 2024 2023
3 Years
p.a.
5 Years
p.a.
Since
2014
New Private
Equity
(Post 2014) 6.7% 6.3% 4.4% 15.1% 217.0%
Old Private
Equity
(Pre 2014) (10.9%) 0.2% (5.6%) (2.1%) 7.5%
2024 was a quiet year for new private market commitments
as most managers slowed their pace of capital deployment
as buying conditions remained challenging. Two
commitments were made during the year: Gryphon VI Top-
Up Co-Investment and EQT BPEA Private Equity Asia IX. The
Gryphon fund is designed to extend the investing capacity
of Gryphon VI, a 2022 commitment, which targets middle
market buyouts in the US. This a particularly attractive area
as there is an abundance of companies that would benefit
from additional capital to quickly consolidate their industry
and expand. This additional commitment is a way of putting
more capital to work in an attractive area of the market at
very favourable fees.
The commitment to the EQT BPEA fund is the portfolio’s third
commitment to this manager who specialises in pan-Asian
large-cap buyouts. China clearly looms large in this region
but the manager has been concerned about the economic
and political backdrop in the country for some time and so
has pivoted to investing more in India and Japan in the more
recent funds. We expect this to continue in this new fund but
the manager retains capacity to invest in China were it to
become more attractive in the future.
Defensive Positioning
The defensive silo of the portfolio comprises non-directional
hedge funds and bond funds, engineered to exhibit lower
correlation to equity markets and deliver less volatile
performance. This silo was established in June 2016 so has
been through the difficult conditions seen during COVID and
2022 and has now returned a strong 52.9% since inception.
This compares very favourably with the negative performance
of bonds during this time, as the Bloomberg Global Treasury
Index has returned -9.2% over the same period.
Over the past year the defensive silo returned 4.1%. In
recent years, this segment has primarily consisted of non-
directional hedge funds, as bonds were less appealing
amid the prolonged period of extremely low yields over the
past decade. However, the higher yields now available has
made investing in shorter duration bonds a more attractive
prospect with the portfolio’s bond exposure therefore being
increased.
Three new positions were added in the defensive segment
during the year with the most significant being CQS Credit
Multi Asset Fund. This fund is a global credit fund with a bias
towards sub-investment grade credit. Investment grade
credit spreads over government bonds have been incredibly
tight making sub-investment grade credit more attractive
given its higher yield. This is riskier, with the default risk
perceived to be higher, but the manager believes that they
are able to select investments which give an attractive risk-
adjusted return. John Street Systematic Fund and Winton
Trend Fund were two systematic funds that were added
to replace GAM Systematic Core Macro. Systematic funds
typically outperform during periods of strong trends (up or
down), but they struggled at times during 2024 on account of
short periods of significant volatility such as the sharp moves
in Japan in August and in US bond markets in early October.
Looking Forward
We have been unashamedly bullish of equity markets, and in
particular the US stock market, for many years now, ensuring
that we remain fully invested and our US positioning is up to
weight as it becomes an ever-larger slice of global indices.
This has served us well with equities beating most other
asset classes and the unique blend of innovation, technology,
and rejuvenation when challenges are met, helping keep the
US at the top of the performance league tables.
We continue to maintain our weighting in the US, believing
that its structural advantages will continue to warrant a
premium and superior performance over other markets,
albeit acknowledging that Trump’s policies will cause
volatility in markets which has the potential to spill over to
lower growth should this uncertainty impact confidence.
Elsewhere, we have been modestly diversifying through
additions in the emerging markets and Japan in particular.
Partly this represents the fact that there are many high-
quality companies sitting elsewhere in the world but also
the cheaper valuations on offer within these markets. More
controversially, however, it reflects the high valuations within
the US market. Despite the drivers for such a shift remaining
in place for the medium to longer term, we feel that the
likely impact of Trump’s policies in the short term make it
appropriate to pause this transition for the time being.
SECTION ONE / STRATEGIC REPORT
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 10 •
Risks remain in markets, US economic policy and geopolitical uncertainties chief among them. The coming years look set to be
eventful ones which will require careful monitoring and positioning. We feel particularly well placed to actively manage such a
backdrop with our long-term investment horizon and our strong relationships with world-class managers who have negotiated
many such challenging periods helping us to navigate a path through markets.
Hanseatic Asset Management LBG
March 2025
Investment Portfolio Allocations
Sector Exposure
% of NAV
25.2% Information Technology
13.4% Health Care
13.1% Financials
12.1% Industrials
11.2% Consumer Discretionary
9.7% Diversified
3.9% Communications Services
3.5% Materials
3.3% Consumer Staples
1.9% Real Estate
1.1% Energy
1.1% Cash/Liquidity Funds
0.5% Utilities
Geographic Exposure
% of NAV
54.7% North America
11.7% Asia Pacific ex Japan
9.7% Diversified
8.9% Developed Europe ex UK
4.4% Japan
3.7% UK
3.2% Latin America
2.0% Middle East & Africa
1.1% Cash/Liquidity Funds
0.6% Emerging Europe
• 11 •
Investment Portfolio Components
Public Equity and Directional Hedge Funds
Market Value
(US$000)
% of
Component % of NAV
iShares Core S&P 500 UCITS ETF 24,358 14.1% 7.5%
Findlay Park American Fund 17,890 10.3% 5.5%
BlackRock Strategic Equity Hedge Fund 17,194 9.9% 5.3%
Select Equity Offshore, Ltd 13,572 7.8% 4.2%
BA Beutel Goodman US Value Fund 10,552 6.1% 3.2%
Remaining holdings 89,964 51.8% 27.5%
Total 173,530 100.0% 53.2%
Private Markets
Market Value
(US$000)
% of
Component % of NAV
NG Capital Partners II, LP 5,750 4.9% 1.8%
KKR Americas XII 4,845 4.1% 1.5%
Silver Lake Partners IV, LP 4,563 3.9% 1.4%
TA Associates XIII-A, LP 4,091 3.5% 1.3%
Stepstone Global Partners VI, LP 4,034 3.5% 1.2%
Remaining holdings 93,953 80.1% 28.8%
Total 117,236 100.0% 36.0%
Defensive Positioning
Market Value
(US$000)
% of
Component % of NAV
Selwood AM - Liquid Credit Strategy 4,387 12.4% 1.3%
Global Event Partners Ltd 4,065 11.6% 1.2%
BioPharma Credit PLC 3,325 9.5% 1.0%
Apollo Total Return Fund 2,817 8.0% 0.9%
MKP Opportunity Offshore Fund, Ltd 2,817 8.0% 0.9%
Remaining holdings 17,731 50.5% 5.5%
Total 35,142 100.0% 10.8%
% of NAV
53.2% Public Equity and Directional Hedge Funds
31.0% Public Equity
22.2% Directional Hedge Funds
36.0% Private Markets
25.8% New Private Equity (Post 2014)
10.2% Old Private Equity (Pre 2014)
10.8% Defensive Positioning
5.5% Non-Directional Hedge Funds
4.2% Bonds
1.1% Cash and Liquidity Funds
SECTION ONE / STRATEGIC REPORT
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 12 •
Investment Portfolio at 31 December 2024
Holding
Market Value
US$000 % of NAV Primary Focus
iShares Core S&P 500 UCITS ETF 24,358 7.5 US Equities - Long Only
Findlay Park American Fund 17,890 5.5 US Equities - Long Only
BlackRock Strategic Equity Hedge Fund 17,194 5.3 Europe Equities - Hedge
Select Equity Offshore, Ltd 13,572 4.2 US Equities - Long Only
BA Beutel Goodman US Value Fund 10,552 3.2 US Equities - Long Only
Pershing Square Holdings Ltd 8,220 2.5 US Equities - Long Only
Polar Capital Global Insurance Fund 7,090 2.2 Financials Equities - Long Only
Schroder ISF Global Recovery 6,963 2.1 Global Equities - Long Only
Polar Capital Global Technology Fund 6,518 2.0 Technology Equities - Long Only
Schroder ISF Asian Total Return Fund 6,509 2.0 Asia ex-Japan Equities - Long Only
Top 10 Holdings 118,866 36.5
iShares Expanded Tech Sector ETF 6,063 1.9 Technology Equities - Long Only
Armistice Capital Offshore Fund Ltd 5,903 1.8 US Equities - Hedge
NTAsian Discovery Fund 5,764 1.8 Asia ex-Japan Equities - Long Only
NG Capital Partners II, LP 5,750 1.8 Private Assets - Latin America
KKR Americas XII 4,845 1.5 Private Assets - North America
Helikon Long Short Equity Fund ICAV 4,713 1.4 Europe Equities - Long Short
Silver Lake Partners IV, LP 4,563 1.4 Private Assets - Global Technology
Simplex Value Up Trust 4,450 1.4 Japan Equities - Long Only
RA Capital International Healthcare Fund 4,410 1.3 Healthcare Equities - Long Short
Selwood AM - Liquid Credit Strategy 4,387 1.3 Market Neutral - Global Bonds
Top 20 Holdings 169,714 52.1
TA Associates XIII-A, LP 4,091 1.3 Private Assets - Global Growth
Global Event Partners Ltd 4,065 1.2 Market Neutral - Event-Driven
Stepstone Global Partners VI, LP 4,034 1.2 Private Assets - US Venture Capital
Navegar I, LP 4,030 1.2 Private Assets - Asia
iShares Core MSCI Europe UCITS ETF 3,944 1.2 Europe Equities - Long Only
TA Associates XIV-B, LP 3,906 1.2 Private Assets - Global Growth
BPEA Private Equity Fund VII, L.P. 3,526 1.1 Private Assets - Asia
Silver Lake Partners VI, LP 3,451 1.1 Private Assets - Global Technology
Reverence Capital Partners Opportunities Fund II 3,441 1.1 Private Assets - Financials
Worldwide Healthcare Trust PLC 3,386 1.0 Healthcare Equities - Long Only
Top 30 Holdings 207,588 63.7
Remaining Holdings 115,048 35.3
Cash and cash equivalents 3,272 1.0
TOTAL 325,908 100.0
• 13 •
Wilson Sons Management Report
The Wilson Sons 2024 Earnings Report was released on 19
March 2025 and is available at www.wilsonsons.com.br/ir. In
the report, Mr Fernando Salek, CEO of Wilson Sons, stated:
Wilson Sons’ net revenues for the year increased 11.3%
to US$541.8 million (2023: US$486.6 million) driven by
exceptional performance from the container terminal and
towage operations.
Container terminal revenues grew 19.1% to US$205.4
million (2023: US$172.5 million) driven by strong growth
in both transhipment and gateway volumes, as well as
higher revenues from ancillary services and improved cost
efficiency. Aggregate volumes increased 28.8% to an all-time
high, propelled by record performance at both terminals.
Towage revenues increased 7.2% to US$262.2 million (2023:
US$244.7 million) driven by higher volumes, an improved mix
and gains from ad-hoc services. Volume growth was 3.3%
and was primarily due to a greater number of ships carrying
iron ore and grains. Revenues from special operations rose
26.9% driven by increased services to LNG terminals and
offshore energy assets, as well as higher ocean towage
activity. In 2024, our fleet was further strengthened with the
addition of two in-house-built 90-tonne bollard pull tugboats,
WS Dorado and WS Onix.
Offshore support vessel revenues were US$126.1 million,
a 14.3% increase over the previous year (2023: US$110.3
million) as a result of new contracts and renewals.
Workplace safety for the twelve months ended 31 December
2024 recorded 0.29 lost-time accidents per million hours
worked, consistently outperforming the world-class
benchmark of 0.50. Our unwavering commitment to safety
and employee well-being is the cornerstone of our operations.
KPIs 2024 2023 Change
Towage
Number of harbour manoeuvres 58,993 57,107 3.3%
Offshore support bases
Number of vessel turnarounds 1,048 1,080 (3.0%)
Number of operating days 8,050 7,371 9.2%
Container terminals – aggregated volumes
Exports – full containers 337.5 306.0 10.3%
Imports – full containers 155.9 131.2 18.8%
Cabotage – full containers 138.5 128.4 7.9%
Inland Navigation – full containers 26.9 26.3 2.3%
Transshipment – full containers 388.3 168.5 130.4%
Empty containers 323.5 303.8 6.5%
Total Volume 1,370.6 1,064.2 28.8%
SECTION ONE / STRATEGIC REPORT
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 14 •
Financial Report
As part of our strategic review, the Company has agreed
to sell its interest in Wilson Sons. Consequently and in
accordance with IFRS 5 “Non-current Assets Held for Sale
and Discontinued Operations”, the results of Wilson Sons
are reported as discontinued operations in the Statement
of Profit and Loss and Other Comprehensive Income, and
the related assets and liabilities are classified as held for
sale on the Statement of Financial Position. Note 5 to the
consolidated financial statements provides details on the
profit and other comprehensive income from discontinued
operations and on the assets and liabilities held for sale.
Profit
Profit for the year of US$119.1 million (2023: US$103.1 million)
was US$16.0 million higher than the prior year. The increase
in profit is attributed to Wilson Sons’ results, detailed in the
section on Profit from Discontinued Operations, offset by
lower investment portfolio returns and increased operating
expenses.
Profit from Continuing Operations (OWIL and
Corporate)
Profit from continuing operations of US$11.2 million (2023:
US$21.7 million) was US$10.5 million lower than the prior
year, principally due to lower investment portfolio returns.
Returns on the investment portfolio were a gain of US$20.5
million (2023: gain of US$29.1 million) and comprised realised
gains of US$13.5 million (2023: US$9.1 million), earnings of
US$13.4 million (2023: US$2.0 million) and unrealised losses
of US$6.4 million (2023: unrealised gains of US$18.0 million).
Investment portfolio expenses increased US$0.2 million to
US$3.5 million (2023: US$3.3 million), driven by increased
management fees, which remain at 1% of the funds under
management, with the growth of the portfolio assets.
Corporate expenses increased US$1.3 million which is
directly related to legal costs associated with the strategic
review and resulting transaction to sell the Company’s stake
in Wilson Sons.
Profit from Discontinued Operations (Maritime
Services)
Profit from discontinued operations of US$107.9 million
(2023: US$81.4 million) was US$26.5 million higher than the
prior year. These results were driven by an 11.3% increase
in revenues to US$541.8 million (2023: US$486.6 million)
from improved operating performance across the container
terminal, towage, offshore base, shipyard and shipping
agency businesses.
Operating expenses from discontinued operations increased
7.8% due to higher business volumes and inflationary
adjustments to employee expenses as well as higher
provisions for performance related bonuses. Depreciation
and amortisation expenses decreased US$16.5 million as
none was recorded in the last quarter of the year, following
the classification of the related assets as held for sale which
are not depreciated or amortised. There was a gain on
disposal of property, plant and equipment of US$10.3 million
(2023: US$1.7 million) as a result of the sale of a property that
was no longer required for operations.
The Company is taxed on its maritime services operations
in Brazil at a combined rate of 34% (2023: 34%). The
tax expense of US$54.7 million (2023: US$27.6 million)
represents an effective tax rate for the year of 34% (2023:
25%), the increase in effective tax rate being mainly driven by
the impact of exchange differences.
Exchange Rates
The Group reports in USD and has revenues, costs, assets
and liabilities in both BRL and USD. Therefore, movements
in the USD/BRL exchange rate influence the Group’s results
either positively or negatively from year to year. During 2024
the BRL depreciated 27.9% against the USD from R$4.84 at
1 January 2024 to R$6.19 at the year end. In 2023 the BRL
appreciated 7.3% against the USD from R$5.22 at 1 January
2023 to R$4.84 at the year end. The foreign exchange losses
on monetary items in the maritime services segment were
US$1.2 million in 2024, compared to a gain of US$0.3 million
in 2023.
• 15 •
Profit for the year
The profit for the year attributable to the equity holders of
the Company was US$71.7 million (2023: US$67.0 million),
including US$11.2 million (2023: US$ 21.7 million) generated
from continuing operations and US$60.5 million (2023:
US$ 45.4 million) generated from discontinued operations.
The profit attributable to the non-controlling interests was
US$47.4 million (2023: US$36.0 million), all generated from
discontinued operations.
Cash Flows
Net cash inflow from operating activities for the period at
US$185.3 million was US$56.6 million higher than prior year
(2023: US$128.7 million). Capital expenditure for the year at
US$55.8 million was US$10.5 million lower than the prior year
(2023: US$66.3 million).
The Group drew down new bank loans of US$39.5 million
(2023: US$53.3 million) to finance capital expenditure, while
making principal repayments of US$69.3 million (2023:
US$61.1 million). Dividends of US$30.1 million were paid to
shareholders of Ocean Wilsons (2023: US$24.8 million).
Viability Statement
In accordance with the UK Corporate Governance Code, the
Directors have assessed the viability of the Group over a
three-year period to 31 December 2027, taking into account
the current position and the potential impact of the principal
risks and uncertainties. Based on this assessment, the
Directors confirm that they have a reasonable expectation
that the Company will be able to continue in operation
and meet its liabilities as they fall due over the period to 31
December 2027.
Whilst the Directors have no reason to believe the Company
will not be viable over a longer period, given the uncertainties
involved in longer term forecasting and the current global
dislocation, the Directors have determined that a three-
year period to 31 December 2027 is an appropriate period
over which to provide its viability statement. The three-year
period also aligns with the rolling three-year investment
portfolio performance benchmark.
In making the assessment, the Directors have considered
a number of factors that affect the Group, including the
principal risks and mitigating factors. The Directors also
took into account that the Group has two distinctly separate
operating segments and that there is no recourse between
them. While the Company has agreed to sell its interest
in Wilson Sons, the Directors assessed the viability of the
segment assuming continuing operations.
Wilson Sons Limited
The assessment considered that the Wilson Sons business
model has proven to be strong in the long term with a range
of businesses that have consistently demonstrated their
ability to trade positively. Operational activities are funded by
cash generated from operations while borrowings are used
to finance capital expenditure. The Wilson Sons borrowings
are generally long-term with defined repayment schedules
over different periods of up to 21 years. There is no recourse
from Wilson Sons to the rest of the Group in respect of these
borrowings. Wilson Sons is not reliant on one customer; no
single customer constituted 10% or more of its revenue or
accounts receivable in 2024 or 2023.
Ocean Wilsons (Investments) Limited
In making the assessment for the investment portfolio, the
Board has considered matters such as the potential for
significant stock market volatility and significant reduction
in the liquidity of the portfolio. The investment portfolio and
cash under management at 31 December 2024 was US$325.9
million with outstanding capital commitments of US$43.8
million and no debt. At 31 December 2024, the investment
portfolio had US$3.3 million in cash and cash equivalents
and daily liquidity of US$121.9 million. This available liquidity
covers 286% of the capital commitments in the remote
chance that there was a need to fund all of the commitments
at one time.
The Directors’ assessment is that if severe but plausible
downside scenarios were to crystallise, many of the individual
risks disclosed would be likely to be confined to one of either
Wilson Sons or Ocean Wilsons (Investments) Limited. The
risk is to the Group’s net asset valuation rather than to the
viability of the Group.
SECTION ONE / STRATEGIC REPORT
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 16 •
Risk Management
During the year, the Board reviewed the effectiveness of
the systems of risk management and internal controls, as it
does at least annually. As part of this assessment the Board
reviewed and updated its risk appetite statement.
The Company’s risk appetite matrix provides a framework
for decision-making that considers the level of risk that the
Board is willing to tolerate to achieve our strategic objectives.
Risk appetite is not a single fixed concept. For example, it
may be higher where we are prepared to tolerate more risk
to achieve a specific outcome or aim for an enhanced return
or lower where we need to reduce risk exposure to protect an
asset or the Company’s reputation.
The risk appetite categories are defined as:
• Open – Risk is considered part of the strategy and
accepted while its impact will be managed, uncertainty
is to be expected.
• Balanced – Risk is to be accepted when the impact is
lower than the expected benefits, otherwise mitigated
or transferred, and some degree of uncertainty is to be
expected.
• Adverse – Risk is to be avoided, when possible,
otherwise mitigated or transferred, and low tolerance
for uncertainty.
The Board considers the following business objectives when
assessing risks:
Long-term shareholder returns – an open and flexible
approach to risk, actively looking for accretive return
opportunities that are consistent with maintaining a
long-term diversified portfolio;
Access to markets and opportunities – a balanced
approach to risk, seeking to optimise capacity and
focusing on value along with pursuing reliable, long
standing and sustainable relationships;
Best in class or innovative solutions – a balanced
approach to risk, seeking to maximise opportunities,
reduce uncertainties and overcome challenges while
delivering market best practices; and
Safety in operating environments – an adverse risk
approach, safety is of paramount importance.
The Board has overall responsibility for risk management,
while specific responsibilities related to risk management
are structured according to the concept of three lines of
defence. The first line of defence in managing and mitigating
risks corresponds to the personal accountability embedded
within each employee at the operating and managing level
of the Group. The second line of defence relies on control
functions, which include compliance, legal, governance,
finance and human resources, and the incorporation of
best practices within. The third line of defence is structured
around independent review and oversight, including
recommendations from internal audit for Wilson Sons and
external audit for the Group.
Ocean Wilsons has ongoing processes for identifying,
evaluating and managing key risks. A risk register is
maintained detailing business risks, together with controls
and responsibilities. The Audit and Risk Committee review
the risk register annually. As part of this review, the Board
updated its risk appetite statement to ensure it remains
consistent with the Company’s strategy and the environment
in which we operate. The Board is satisfied that these
processes are operating effectively.
The principal risks are described below. Additionally, note 29
to the consolidated financial statements provides detailed
explanations of the risks associated with the Company’s
financial instruments. The Audit and Risk Committee and
the Board carried out a robust assessment of the Group’s
emerging and principal risks.
• 17 •
1 - Price Risk
DESCRIPTION MITIGATION
The Group’s investment activities are subject
to fluctuations in equity valuations, which can
result in potential losses during significant
market downturns.
As a long-term investor, the Group recognises that short-term
volatility in investment values is an inherent part of the market
cycle. The Group maintains a strong financial position, with no
substantial borrowings or shareholder obligations that would
necessitate selling investments purely in response to price
fluctuations.
The investment portfolio is strategically diversified across multiple
asset classes and global markets, reducing the risk associated
with reliance on any single market or asset type.
RISK APPETITE ADVERSE BALANCED OPEN
TREND
LINK TO BUSINESS OBJECTIVES
Principal and Emerging Risks
Risks Heatmap
POST MITIGATION
1
PRICE RISK
2
CURRENCY RISK
3
INTERNATIONAL TRADE RISK
4
OPERATIONAL RISK
5
COMPLIANCE RISK
6
CLIMATE RELATED RISK
Long-term shareholder returns
Access to markets and opportunities
Best in class or innovative solutions
Safety in operating environments
BUSINESS OBJECTIVES
SECTION ONE / STRATEGIC REPORT
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 18 •
Long-term shareholder returns
Access to markets and opportunities
Best in class or innovative solutions
Safety in operating environments
BUSINESS OBJECTIVES
2 - Currency risk
DESCRIPTION MITIGATION
The Group’s investment activities expose it to
movements in foreign currency exchange rates
and consequently to losses arising from large
adverse movements.
The functional currency of the Group is US
Dollars. Our investment in Wilson Sons has a
significant exposure to the Brazilian Real and
consequently the Group is exposed to losses due
to adverse movements in the Brazilian Real/ US
Dollar exchange rate.
The transaction to sell Wilson Sons is
denominated in Brazilian Reais (BRL) at closing.
There is currency risk exposure as fluctuations in
the BRL/USD exchange rate will impact the final
proceeds received in US Dollars.
We do not take speculative positions in non-US Dollar denominated
assets.
The Group (outside of Wilson Sons) does not have material non-US
dollar denominated liabilities.
The majority of cash and liquid assets are maintained in US Dollars.
Ocean Wilsons does not hedge its exposure to overseas subsidiaries
as the functional currency of Wilson Sons is US dollars.
The Board has not hedged the transaction to sell Wilson Sons as
it is cost prohibitive due to the uncertainty of the length of the
closing (hedge) period. The transaction is subject to multiple
Brazilian regulatory approvals and other closing conditions. The
Board is actively monitoring hedging opportunities as the closing
timeframe becomes more predictable.
RISK APPETITE ADVERSE BALANCED OPEN
TREND
LINK TO BUSINESS OBJECTIVES
3 - International trade risk
DESCRIPTION MITIGATION
Demand for Wilson Sons’ services is closely tied
to the overall volume of Brazilian domestic and
international trade. Fluctuations in trade activity,
whether due to economic conditions, regulatory
changes, or global market disruptions, can
impact business performance.
Wilson Sons is a market leader in many of its business segments –
providing diversification in the service offerings.
The majority of the Wilson Sons business is not exposed to oil and
gas and is well diversified. However, Wilson Sons seeks to engage
in long-term contracts to reduce volatility and assesses the value
in use of these entities to ascertain if there are any impairments.
RISK APPETITE ADVERSE BALANCED OPEN
TREND
LINK TO BUSINESS OBJECTIVES
• 19 •
4 - Operational risks
DESCRIPTION MITIGATION
Risks arising from inadequate or failed processes,
people, and systems, or other external factors.
Key operational risks include reliance on third-
party managers and suppliers, process failures,
fraud, reliability of core systems, and IT security/
cyber issues.
During the year the Remuneration and Management Oversight
Committee reviewed the Investment Manager’s and third-party
vendors’ performance, ensuring service levels remained consistent
and fees remained appropriate. An independent custodian is
appointed to safeguard the investment portfolio assets.
The Audit and Risk Committee reviewed internal control reports
from key service providers, confirming the effectiveness of their
processes and controls.
The Audit and Risk Committee received an update on IT security
and infrastructure, reaffirming the integrity of system access
controls, backup procedures, and cybersecurity protocols, with no
breaches reported during the year.
As the Company progresses toward the completion of the
Wilson Sons divestment, oversight measures have been put in
place to ensure effective operational management during the
transition period. This includes monitoring continuity of services,
maintaining performance standards, and preparing for operational
adjustments post-divestment.
RISK APPETITE ADVERSE BALANCED OPEN
TREND
LINK TO BUSINESS OBJECTIVES
5 - Compliance risk
DESCRIPTION MITIGATION
As global standards and regulatory requirements
continue to develop, ensuring alignment with
ESG expectations is critical to maintaining
investor confidence, regulatory compliance, and
long-term sustainability. Failure to meet these
standards could impact the Group’s reputation,
access to capital, and overall business
performance.
OWIL’s Investment Manager is a signatory to the UN Principles for
Responsible Investment, reinforcing its dedication to integrating
ESG factors into investment decisions. Wilson Sons has been
recognised for its strong commitment to corporate sustainability
as a member of the Corporate Sustainability Index of the Brazilian
stock exchange, a key benchmark for ESG leadership in Brazil.
The Group actively invests in the communities where it operates
through charitable giving and community service initiatives,
fostering positive social impact. The Company is also committed
to ensuring its Board representation has the necessary skills and
consider diversity in its appointment of members. Its Board and
management team include two female non-executive Directors
and one female executive, with a female Chair appointed in May
2022.
RISK APPETITE ADVERSE BALANCED OPEN
TREND
LINK TO BUSINESS OBJECTIVES
Long-term shareholder returns
Access to markets and opportunities
Best in class or innovative solutions
Safety in operating environments
BUSINESS OBJECTIVES
SECTION ONE / STRATEGIC REPORT
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 20 •
Long-term shareholder returns
Access to markets and opportunities
Best in class or innovative solutions
Safety in operating environments
BUSINESS OBJECTIVES
6 - Climate related risks
DESCRIPTION MITIGATION
Climate change and extreme weather events may
impact our business or the businesses of our
customers.
Agricultural exports account for a significant
portion of Brazilian trade and are particularly
vulnerable to changes in weather patterns which
may result from climate change.
The Company continues to assess, monitor, and evaluate the
potential impacts of climate change and extreme weather events,
including regulatory risks stemming from government actions
related to climate change that could affect our operations and
investment strategy.
A mitigating factor is the planned sale of Wilson Sons; however,
we acknowledge that climate risk remains significant in our
investment considerations, and we do not seek to downplay its
importance.
The Company’s TCFD report, found on page 43, provides further
details on our mitigation efforts and overall approach to climate
risk.
RISK APPETITE ADVERSE BALANCED OPEN
TREND
LINK TO BUSINESS OBJECTIVES
• 21 •
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 22 •
Governance
Report
• 23 •
Report of the Directors
Compliance with the UK Governance Code
The Board has put in place corporate governance
arrangements that it believes are appropriate for the
operation of the Company. The Board has considered the
principles and recommendations of the 2018 UK Corporate
Governance Code (“the Code”) issued by the Financial
Reporting Council (available on the FRC website www.frc.
org.uk). The Company complies with all applicable elements
of the Code and has done so throughout the year and up to
the date of this report.
Matters Reserved for the Board
The Board has a formal schedule of matters specifically
reserved for its approval which includes:
• Determining the Company’s purpose, values and
strategy and satisfying itself that these and its culture
are aligned;
• Approving significant matters relating to capital
expenditure, acquisitions and disposals and
consideration of significant financial matters;
• Oversight of subsidiaries’ performance;
• Reviewing the Company’s overall corporate governance
arrangements;
• Approving the annual and interim reports;
• Approving the dividend policy and proposing any
dividend recommendations to shareholders;
• Reviewing any potential conflicts of interest and, where
appropriate, approving or not approving a specific
conflict of interest;
• Determining the respective terms of reference,
membership and Chair of Board committees; and
• Undertaking an annual evaluation of its own
performance, that of its committees and that of
individual Directors.
The full schedule of matters reserved can be found on the
Company’s website: www.oceanwilsons.bm.
Board Meetings
The agenda for each scheduled Board meeting is set by
the Chair with the assistance of the Chief Operating and
Financial Officer. Agendas are structured to allow sufficient
time for discussion and debate and to ensure that the Board
covers all items it needs to be able to discharge its duties.
Conflicts of Interest
The Board has in place a procedure for the consideration of
conflicts or possible conflicts of interest including a specific
annual consideration of those resulting from significant
shareholdings. If a Director has a conflict of interest, he/she
leaves determination of such matter to the other Directors.
The Board ensures independent judgement by requiring
disclosure of outside interests, encouraging a culture
of openness and debate amongst Board members and
promoting independence of thought.
Regarding the Directors proposed for re-election at the
Annual General Meeting there are no service contracts
between any of the Directors and the Company.
Directors’ Time Commitment and Training
Non-executive Directors hold letters of appointment.
The other substantive commitments of Directors are
disclosed on page 29 and the Board is satisfied that these
commitments do not conflict with their ability to effectively
carry out their duties as Directors of the Company. The Board
ensures that Directors have sufficient time to undertake their
duties through reviewing their other directorships and by
monitoring attendance and participation at Board meetings.
The Company has a procedure in place by which Directors
can seek independent professional advice at the Company’s
expense if the need arises. The Board has full and timely
access to all relevant information to enable it to perform its
duties. The Company has directors’ and officers’ insurance in
place.
All new Directors participate in an induction program upon
joining the Board. This covers such matters as strategy,
operations and activities of the subsidiaries and corporate
governance matters. Site visits and meetings with senior
management are also arranged. Directors additionally make
SECTION TWO / GOVERNANCE REPORT
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 24 •
periodic operational site visits during their term and are
provided with industry and regulatory updates as part of their
ongoing training. As planned, there were no new Directors
appointed in 2024.
The Company Secretary and the Chief Operating and
Financial Officer are responsible for advising the Board on
all corporate matters. Each Director has access to the advice
and services provided.
The Board
The Board at 31 December 2024 was comprised of five
non-executive Directors. Two Directors are assessed to
be independent under the Code: Mr Andrey Berzins and Ms
Fiona Beck; and the Board considers the Chair, Ms Caroline
Foulger, also to be independent. Ms Beck and Ms Foulger
have a link under the 2018 UK Corporate Governance Code
as they serve on one other board together as non-executive
directors. The Board still considers Ms Foulger and Ms Beck
to be independent as the Group has no business relationship
with this company and both Board members exhibit
independent thought and behaviour. A formal assessment of
this matter is performed annually. The Board has appointed
Mr Berzins as the senior independent Director.
In accordance with the Company’s byelaws, all Directors
retire at each Annual General Meeting and if eligible, offer
themselves for re-election until the following Annual General
Meeting.
All Directors are subject to annual re-election by shareholders.
Newly appointed Directors are subject to election at the
first Annual General Meeting following their appointment
to the Board. A Director retiring upon the expiration of a
term of office at an annual general meeting shall be eligible
for reappointment for a further term. The Board, led by the
Nomination Committee, develops succession plans and
assesses Board composition.
The division of responsibilities between the Chair and the
senior independent non-executive Director have been clearly
established, set out in writing, agreed by the Board and is
available on the Company’s website.
Board and Committee Meeting Attendance
Board
Audit and Risk
Committee
Nomination
Committee
Remuneration
and Management
Oversight
Committee
Number of Scheduled Meetings 11 4 2 2
Ms Caroline Foulger 11/11 - 2/2 2/2
Mr William Salomon 11/11 - 2/2 -
Mr Andrey Berzins 10/11 4/4 2/2 2/2
Ms Fiona Beck 11/11 4/4 - 2/2
Mr Christopher Townsend 11/11 - - -
• 25 •
Board of Directors’ Interests
The Directors who held office at 31 December 2024 had the
following interests in the Company’s shares:
Interest 2024 2023
Mr William Salomon* Beneficial 4,435,064 4,659,349
Mr Christopher
Townsend* Beneficial 4,040,000 4,040,000
Ms Caroline Foulger
(Chair) Beneficial 25,000 25,000
Mr Andrey Berzins Beneficial 20,000 20,000
Ms Fiona Beck Beneficial 15,000 15,000
*
Additional indirect interests of Mr Salomon and Mr Townsend in the Company are set
out in substantial shareholdings below.
Due to the strategic review, the Directors were in a closed
period for trading for the majority of 2024.
Mr Salomon is chair of Hanseatic Asset Management LBG.
Mr Townsend is a director of Hanseatic Asset Management
LBG and Hansa Capital GmbH, a wholly owned subsidiary of
Hanseatic Asset Management LBG to which director’s fees
were paid. Fees payable by the Company to Hanseatic Asset
Management LBG during the year amounted to US$3.2 million
(2023: US$3.0 million) for acting as Investment Manager of
the Group’s investment portfolio.
There was no performance fee earned by the Investment
Manager in 2024 (2023: nil). The terms and the performance
of the Investment Manager under this contract are annually
reviewed by the Remuneration and Management Oversight
Committee which is comprised solely of independent
Directors.
Substantial Shareholdings
At 31 December 2024, the Company was aware of the
following holdings of its shares, in excess of 3% of the issued
ordinary share capital:
Name of holder
Number of
shares % Held
Hansa Investment Company
Limited 9,352,770 26.45
Victualia Limited Partnership 4,435,064 12.54
Mr Christopher Townsend 4,040,000 11.42
City of London Investment
Management Company 1,710,661 4.84
The Company has been advised that Mr Salomon has an
interest in 4,435,064 shares of the Company registered in
the name of Victualia Limited Partnership. The Company has
also been advised that Mr Salomon has an interest in 27.9%
and Mr Townsend an interest in 25.9% of the voting shares of
Hansa Investment Company Limited.
Contracts and Agreements with
Substantial Shareholders
Mr Salomon and Mr Townsend are interested in the
investment management agreement with Hanseatic Asset
Management LBG. Both Mr Salomon and Mr Townsend
receive remuneration from Hanseatic Asset Management
LBG.
The Board of Ocean Wilsons (Investments)
Limited
The Board of Ocean Wilsons (Investments) Limited is currently
constituted with the same Chair and Directors as the Board
of Ocean Wilsons Holdings Limited. The Board delegates
authority to run the investment portfolio held by Ocean
Wilsons (Investments) Limited to the Investment Manager,
Hanseatic Asset Management LBG within Board-approved
guidelines. The Board of Ocean Wilsons (Investments)
Limited has a formal schedule of matters which include:
• The appointment, removal and terms of the Investment
Manager agreement;
• The determination of the investment guidelines
and restrictions in conjunction with the Investment
Manager;
• The approval of the investment objective and
benchmark;
• The approval and setting of limits on any use of derivative
instruments;
• The review of the performance of the Investment
Manager;
• The appointment, removal and terms of the custodian of
the investment assets;
• The approval and setting of borrowing limits;
• The approval of the quarterly and annual management
accounts for Ocean Wilsons (Investments) Limited; and
• The approval of any dividends.
Internal Controls
The Board is responsible for the system of internal controls
and for reviewing its effectiveness. The Company’s Audit
and Risk Committee assists the Board in monitoring the
effectiveness of our internal controls and risk management
policies. The internal controls are designed to mitigate
material risks to achieving the Group’s objectives and include
business, operational, financial and compliance risks. These
controls have been in operation throughout the year. The
internal controls are designed to identify, evaluate, manage
and appropriately mitigate rather than completely eliminate
risk.
SECTION TWO / GOVERNANCE REPORT
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 26 •
The Board reviews the need for an internal audit department
annually and currently considers that no internal audit
function is necessary based on the following considerations:
Wilson Sons has an independent audit committee and
an internal audit function and both Hanseatic Asset
Management LBG, the Investment Manager of Ocean Wilsons
(Investments) Limited, and its portfolio custodian, Lombard
Odier, provide reports on their internal controls for the Board
to consider and review in its assessment for the need of an
internal audit department. The Board also noted that there is
segregation of duties between the Investment Manager and
the preparation of accounts for our investment portfolio as
this is performed by an independent professional accounting
firm. Additionally, the Wilson Sons audit committee reports
on key matters such as internal controls, whistleblowing,
legal matters, internal audit and IT to the Company’s Audit
and Risk Committee. No material items were reported in
2024.
The Ocean Wilsons’ employee whistle-blowing policy is
designed to enable employees of the Company to raise
concerns internally and at a high level and to disclose
information which the individual believes may show
malpractice or impropriety.
Auditor
KPMG Audit Limited (“KPMG”) were re-appointed as the
Company’s independent auditor at the 2024 annual general
meeting. KPMG have expressed their willingness to continue
in office as the independent auditor and a resolution to
reappoint KPMG Audit Limited under the provisions of
Section 89 of the Bermuda Companies Act 1981 will be
proposed at the forthcoming Annual General Meeting.
Communications with Shareholders
The Board regularly monitors the shareholder profile of
the Company. It aims to provide shareholders with a full
understanding of the Company’s activities and performance
and reports formally to shareholders twice a year by way of
the annual report with the consolidated financial statements
and the interim report with the interim consolidated financial
statements. During the year, consultation meetings were
held with individual shareholders to discuss their views on
the use of proceeds from the sale of Wilson Sons. The Board
has considered this feedback as part of its determination of
the 20% tender offer and in its current strategic review on
the investment strategy for the remaining proceeds. The
Annual General Meeting of the Company is held in Bermuda.
If a significant proportion of the votes is cast against a
resolution at an Annual General Meeting the Board will speak
with significant dissenting shareholders to understand the
reasons. The Company’s website www.oceanwilsons.bm
includes the annual and interim reports and stock exchange
announcements.
Dividends
Dividends are declared and paid in US Dollars and are currently
paid annually. The Ocean Wilsons current dividend policy is
to distribute a percentage of the average capital deployed
in the investment portfolio determined annually by the
Board together with the Company’s dividends received from
Wilson Sons after deducting funding for the parent company
costs. The Board may review and amend the dividend policy
from time to time in consideration of future plans and other
strategic factors and is likely to consider doing so in 2025.
The Board is recommending a dividend of US$1.22 per
share to be paid on 28 May 2025 to shareholders of record
of the Company as of the close of business on 25 April 2025.
Shareholders will receive dividends in Sterling by reference
to the exchange rate applicable to the USD on the dividend
record date (25 April 2025) except for those shareholders who
elect to receive dividends in USD. Based on the share price
and exchange rate at 18 March 2025, a dividend of US$1.22
per share represents a dividend yield of approximately 7.0%.
Strategy, Purpose and Values
The Board is responsible for setting the Company’s purpose,
strategy and values which are reviewed annually.
Company Purpose
The Company’s purpose is to deliver enhanced long-term
value by balancing portfolio risks and avoiding the distraction
of short-term cycles with a focus on growing the business
through sustainable profit growth.
Company Strategy
The Company’s strategy is currently twofold:
• We invest in a balanced thematic portfolio of funds by
leveraging our long-term relationships and through our
detailed insights and analysis.
• We currently invest in maritime logistic services
providing best in class or innovative solutions in a rapidly
growing market.
The investment portfolio strategy is to generate real returns
through long-term capital growth, whilst emphasising
preservation of capital without undue emphasis on short-
term movements in markets. The investment portfolio
is invested in three main components: public equity and
directional hedge funds (core regional and thematic), private
markets and defensive positioning assets (diversifying):
• Core Regional & Thematic Component – this forms the
core of the portfolio and provides global exposure mostly
through single-country and regional equity funds. The
respective weights of these at any given time reflect
the Investment Manager’s current market outlook.
Thematic funds are included to provide exposure to
growth sectors such as technology and biotechnology.
• 27 •
• Private Markets Component – in line with the portfolio’s
long-term investment horizon we invest in private
market funds. This provides access to the higher
potential investment returns available by being able
to commit capital for multiple years and also to large
areas of the economy that are not generally or easily
accessible through public markets.
• Diversifying Component – as business cycles mature,
our Investment Manager may seek to shift dynamically
to those asset classes that are likely to add portfolio
protection. This component includes a wide variety of
investment strategies, with the common thread that
they all display low correlations to broad equity markets.
Commensurate with the long-term horizon, it is expected
that the majority of investments will be concentrated in
equity, across both public and private markets. In most cases,
investments will be made either through collective funds
or limited partnership vehicles, working alongside expert
managers in specialised sectors or markets to access what
we believe represent the most advantageous investment
opportunities.
As previously announced, the Board completed a strategic
review of its investment in Wilsons Sons during the year
which culminated in an agreement to sell that business.
The Board has made further announcements regarding the
use of proceeds from the transaction to fund a tender offer
for 20% of the Company’s shares. The use of the remaining
net proceeds is still under strategic review by the Board and
any resulting amendments to the Company’s strategy will be
disclosed to the markets in due course.
Company Values
The Company’s core values are:
• Safety – provide a safe operating environment for our
employees;
• Respect – for the environment and the communities in
which we operate and the people who work for us;
• Commitment – have meaningful long-term relationships
with our stakeholders; and
• Ethics – to act in a truthful, fair and honest way in all our
dealings.
SECTION TWO / GOVERNANCE REPORT
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 28 •
Ms Caroline Foulger / CHAIR
Ms Foulger is aged 64 and is a Chartered Accountant with significant company director experience on
boards of both listed and unlisted companies. Ms Foulger was appointed to the Board in 2020. She serves
as Chair for Oakley Capital Investments Limited and is a retired partner of PwC Bermuda. Ms Foulger
is a member of the Company’s Remuneration and Management Oversight Committee and is Chair of the
Company’s Nomination Committee. Ms Foulger is also the Chair of Ocean Wilsons (Investments) Limited.
Mr William Salomon / DEPUTY CHAIR
Mr Salomon is aged 67 and joined the Board in 1995. He is senior partner of Hansa Capital Partners LLP. He
is also a non-executive director of Hansa Investment Company Limited and of Wilson Sons and a member of
the Company’s Nomination Committee.
Mr Andrey Berzins
Mr Berzins is aged 65 and joined the Board in 2014. He is a Chartered Accountant and sits on the boards
of several Luxembourg investment funds. Mr Berzins is the senior independent Director, Chair of the
Company’s Audit and Risk Committee and member of the Company’s Nomination and Remuneration and
Management Oversight Committees.
Ms Fiona Beck
Ms Beck is aged 59 and joined the Board in 2020. She is a Chartered Accountant and an experienced
independent director on several listed and unlisted companies. She is the retired president and CEO of
Southern Cross Cable Network. Ms Beck is a non-executive director on Oakley Capital Investments Limited
and IBEX Ltd and is chair of Atlas Arteria International Ltd. Ms Beck is a member of the Company’s Audit
and Risk Committee and is Chair of the Company’s Remuneration and Management Oversight Committee.
Mr Christopher Townsend
Mr Townsend is aged 51 and joined the Board in 2011. He is a solicitor and has an MBA from the London
Business School. He is the investment director of Hansa Capital GmbH and a non-executive director of
Wilson Sons.
Directors
• 29 •
Nomination Committee Report
The Nomination Committee is committed to cultivating a well-balanced and highly competent
Board of Directors. Members prioritise maintaining independence while ensuring compliance
with evolving standards of corporate governance. This report outlines the Committee’s
governance-related activities over the past fiscal year.
MEMBERSHIP
• Ms Caroline Foulger (Chair)
• Mr William Salomon
• Mr Andrey Berzins
Engagement and Frequency
The Committee convened twice during the fiscal year,
engaging in in-depth discussions and thorough evaluations
in accordance with its mandate.
Key Roles and Responsibilities
The Committee’s activities are guided by formal terms of
reference reviewed and approved annually by the Board,
which are available on the Company’s website. These
responsibilities include:
• Overseeing the Director appointment process and
ensuring that succession planning aligns with the
Company’s strategic goals;
• Identifying and nominating candidates for Board and
Committee positions;
• Evaluating and approving Directors’ external
appointments;
• Regularly reviewing the Board’s structure, size, and
composition with a focus on expertise, experience and
diversity; and
• Overseeing and assessing the outcomes of the annual
Board effectiveness evaluations.
Succession Planning
As intended, no new Board appointments were made in 2024
as the Company completed its strategic review of its key
investment in Wilson Sons. However, the Committee remains
committed to ensuring the Board maintains a balanced
representation of skills, experience, continuity and diversity.
Future appointments will be guided by these principles,
with external recruitment agencies engaged as needed to
identify candidates. The Committee carefully considers
objective criteria and diversity benefits in recommending
appointments, ensuring candidates bring the requisite
expertise and dedication to their roles.
The Committee reviewed the tenure of each Director as part
of the 2024 reappointment process, with particular focus
on Mr Andrey Berzins in light of his tenure. The Committee
determined that Mr Berzins remains independent and
continues to provide significant strategic value to the Board.
His contributions have been especially valuable during
the strategic review and will continue to be so during the
Company’s strategic repositioning following the agreed
sale of its Wilson Sons investment. Recognising his pivotal
role during this transition, the Committee recommends Mr
Berzins for reappointment at the April 2025 annual general
meeting.
The Committee also acknowledges that Mr William Salomon
and Mr Christopher Townsend are substantial shareholders
of the Company and serve as Directors. The Committee
conducts annual reviews of conflicts of interest, ensuring
that the Board and its Committees consistently apply
independent judgment and implement recusals where
conflicts arise.
SECTION TWO / GOVERNANCE REPORT
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 30 •
Board Performance Evaluations
The Committee carried out an internal review of the
Board’s composition and performance over the past year
covering areas such as the strategic review process,
investment strategy, operational performance, and long-
term strategic direction as well as individual Director
contribution and performance. The Committee confirms
the Board’s effectiveness, diverse expertise, and collective
understanding of the Company’s operations and objectives.
Diversity
The Company’s diversity policy emphasises appointing
individuals based on merit, ensuring the necessary skills
and perspectives are represented to support strategic
objectives.
Policy
The Company’s diversity policy is that the Board and
management should be comprised of individuals who
collectively have the range of skills needed to implement the
Company’s strategy. All appointments and reappointments
will be made on merit judged against objective criteria within
the context of the balance of skills and backgrounds that the
Board requires to implement the Company’s strategy and to
function optimally as a collective.
The Board believes that the Company and its stakeholders
benefit from a Board with diversity of skills, experiences,
backgrounds and perspectives. Diversity considers age,
gender, ethnicity, nationality, educational or professional
background, culture and personal styles and perspectives.
Objectives
Board appointments and succession plans consider the
Board current balance and composition and the required mix
of skills, background, experience and diversity, which the
Board, as a whole, requires to be effective.
The Board will ensure that searches conducted from time to
time in relation to any Board vacancies and appointments,
whether by the Company or by external search firms on the
Company’s behalf, identify and consider an appropriately
diverse range of candidates against objective criteria
established at the time of the search to reflect the needs of
the Board as a whole.
Reporting
The UK Listing Rules requires companies to report against
the following three targets:
1. At least 40% of individuals on the Board are women;
2. At least one of the senior Board positions (defined in the
UK Listing Rules as the Chair, CEO, SID and CFO) is held by
a woman; and
3. At least one individual on the Board is from a minority
ethnic background.
Board
Statistics
5 DIRECTORS
Executive /
Non-Executive
0 Executive
5 Non-Executive
Tenure
2 0-5 Years
3 10+ Years
Independent /
Non-Independent
(excluding Chair)
2 Independent
2 Non-Independent
• 31 •
At 31 December 2024, the Company complies with targets 1 and 2. The Board will continue to give due consideration to boardroom
diversity, including gender and ethnicity, during its consideration of succession planning and future Board appointments.
As required by the UK Listing Rules, further details in relation to the three diversity targets for the Company are set out in the
tables below. The information was obtained by asking each Director how they wished to be categorised for the purposes of
these disclosures.
Caroline Foulger
Chair of the Nomination Committee
19 March 2025
* Senior Positions on the Board: CEO, CFO, SID and Chair
Reporting Table on Gender
Reporting Table on Ethnicity Representation
# of Board
Members
% of the
Board
Senior
Positions on
the Board *
Chair of
Key Board
Committees
# in
Executive
Management
% of
Executive
Management
Men 3 60% 1 1 - -
Woman 2 40% 1 2
1 100%
Other Categories - - - - - -
Not Specified/prefer not
to say
- - - - - -
# of Board
Members
% of the
Board
Senior
Positions on
the Board *
Chair of
Key Board
Committees
# in
Executive
Management
% of
Executive
Management
White British or other
white (including minority
white groups)
3 60% 2 3 1 100%
Not Specified/prefer not
to say
2 40% - -
- -
Asian/Asian British - - - - - -
Black/African/Caribbean/
Black British
- - - - - -
Other Ethnic group,
including Arab
- - - - - -
Mixed/multiple ethnic
groups
- - - - - -
SECTION TWO / GOVERNANCE REPORT
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 32 •
Remuneration and Management
Oversight Committee Report
The Remuneration and Management Oversight Committee is responsible for overseeing the
compensation of Directors and executives, as well as reviewing management performance
and key service agreements. The Committee ensures that remuneration policies are fair,
transparent, and aligned with the Company’s goals and industry benchmarks. It also evaluates
management contracts to uphold best practices and secure value for money. This report
summarises the Committee’s activities over the past fiscal year, highlighting its role in
shaping compensation structures and monitoring management practices.
MEMBERSHIP
The Committee consists of three independent non-
executive Directors:
• Ms Fiona Beck (Chair)
• Mr William Salomon
• Mr Andrey Berzins
Engagement and Frequency
The Committee convened twice during the fiscal year,
compliant with its mandate.
Key Roles and Responsibilities
The Committee operates under formal terms of reference
approved by the Board, which are reviewed annually.
These terms are available on the Company’s website. The
Committee’s primary responsibilities include:
• Establishing remuneration policies for Ocean Wilsons’
executive management, as well as for the Chair and non-
executive Directors;
• Determining if an annual bonus is paid to executive
management during the annual performance
assessment of management;
• Conducting an annual review of the performance of the
Investment Manager, Hanseatic Asset Management
LBG, and their compliance with the investment
management agreement; and
• Evaluating the performance of major third-party service
providers and overseeing other management-related
matters as needed.
Remuneration Policy
The Company’s remuneration policy for Directors and senior
executives, revised in the prior year, continues to guide the
Committee’s approach to compensation. Designed to align
with best practices, the policy remains focused on attracting,
retaining, and motivating talented individuals to serve as the
Chair and Directors of Ocean Wilsons Holdings Limited.
The policy is built on four key principles:
• Alignment with shareholder interests: Remuneration
is structured with consideration of shareholder value
creation, ensuring a shared focus on sustainable growth.
• Transparency: All aspects of the Chair and Directors’
remuneration are clearly disclosed in the annual
report to provide shareholders with full clarity and
understanding.
• Proportionality: Fees are determined based on the
time commitment, responsibilities, and market
competitiveness required for the role.
• 33 •
• Independence: Non-executive Directors’ remuneration
is carefully structured to preserve their independent
judgment in Board deliberations.
This policy also ensures alignment between the interests
of senior executives and shareholders, with a focus on
fostering sustainable shareholder value. The Committee
is committed to upholding the principles of this policy as it
continues to underpin the Company’s approach to executive
and Director remuneration. The Committee has considered
the applicability of claw back provisions. Executive incentive
compensation is limited to one employee, with an annual
bonus paid being considered each year, and there is no
long-term incentive plan in place or stock option program.
Accordingly, claw back provisions are not warranted and
none are in place.
The Committee does not determine the policy for
remuneration or set remuneration for Wilson Sons’ executive
directors, chair, or senior management. It also does not
review workforce remuneration and related policies or set
remuneration policy at Wilson Sons.
Non-Executive Directors’ Remuneration
The Committee oversees the structure and levels of non-
executive Directors’ fees, which consist of a basic fee for
Board membership and an additional fee for Committee Chair
responsibilities. These fees are reviewed comprehensively
every three years, with the next review scheduled for 2025.
In line with the Company’s policy, all Directors are required
to own and hold shares in the Company equivalent to at least
one year’s Director fee, and all Directors were compliant with
this requirement as of December 31, 2024.
Non-executive Directors’ fees are set within limits set in
the Company’s Articles of Association. The present limit
is US$0.9 million in aggregate per annum and the approval
of shareholders in a General Meeting is required to change
this amount. Levels of remuneration for the Chair and other
non-executive Directors reflect the time commitment
and responsibilities of the role and are benchmarked
against comparable companies and considering the Board
evaluation. There are no share options or other performance
related elements. During the year ended 31 December 2024,
the Company paid Directors’ fees of US$0.7 million (2023:
US$0.7 million).
The Board of Wilson Sons is responsible for all remuneration
matters relating to Wilson Sons and its subsidiaries. Mr
William Salomon and Mr Christopher Townsend are directors
of Wilson Sons. These Directors received directors’ fees of
US$84,000 (2023: US$78,000) from Wilson Sons during the
year 2023 in addition to their fees as Directors of Ocean
Wilsons. Additionally, both Mr Salomon’s and Mr Townsend’s
Directors’ fees for Ocean Wilsons are reduced from the
base Directors’ fees in consideration of this. There are no
additional fees payable to Directors for the services on the
Board of Ocean Wilsons (Investments) Limited.
The table below sets out fees paid to Directors during the
year.
Director Role
2024
Committee
Chair Fee *
2024
Director
Fee *
2024
Total Fees
Paid to
Directors *
2023
Total Fees
Paid to
Directors *
Ms Caroline Foulger Chair 15 195 210 210
Mr Andrey Berzins Independent non-executive Director 15 130 145 145
Ms Fiona Beck Independent non-executive Director 15 130 145 145
Mr Christopher Townsend Non-executive Director - 102 102 102
Mr William Salomon Non-executive Director - 102 102 102
TOTAL 45 659 704 704
* Expressed in thousands of US Dollars
SECTION TWO / GOVERNANCE REPORT
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 34 •
Review of the Investment Manager and
Significant Third-Party Service Providers
The Committee, in collaboration with the Chief Operating
and Financial Officer, conducted its annual evaluation of the
Company’s Investment Manager and other significant third-
party service providers to ensure their continued alignment
with the Company’s objectives and operational standards.
Third-Party Service Providers
The review encompassed an assessment of contractual
compliance, service delivery quality, and cost-effectiveness.
The Committee noted that all significant third-party vendors
are fulfilling their obligations and meeting performance
expectations. No concerns or material issues were
identified, and the Committee confirmed that the existing
arrangements remain fit for purpose.
Investment Manager
The evaluation of the Investment Manager was
comprehensive, focusing on several critical areas:
• Contractual Performance: Ensuring that the Investment
Manager is adhering to the terms of the investment
management agreement.
• Fee Structure: Assessing whether the remuneration
framework remains appropriate, competitive, and
aligned with the Company’s investment objectives and
shareholder interests.
• Team Quality: Evaluating the strength, experience, and
stability of the Investment Manager’s team.
• Client Prioritisation: Reviewing the Investment
Manager’s focus on the Company within its broader
client base.
The Committee concluded that the Investment Manager
continues to meet its obligations effectively under the
investment management agreement.
Regarding portfolio performance for the year ended 31
December 2024, no performance fee was payable to the
Investment Manager due to the fee structure terms. As
such, a review of the performance fee mechanism was not
required.
The Committee emphasises the importance of maintaining
a high-quality investment management relationship,
especially as the Company navigates strategic changes.
Regular monitoring and evaluations will continue to ensure
that the Investment Manager and third-party service
providers uphold the highest standards in supporting the
Company’s objectives.
Fiona Beck
Chair of the Remuneration and Management Oversight
Committee
19 March 2025
• 35 •
Audit and Risk Committee Report
Our activities during the fiscal year have been focused on maintaining robust financial
governance and effective risk management.
MEMBERSHIP
The Company has an Audit and Risk Committee consisting
of two independent non-executive Directors in compliance
with the smaller company requirements under the UK
Corporate Governance Code:
• Mr Andrey Berzins (Chair)
• Ms Fiona Beck
Meetings
The Committee met four times during the fiscal year. The
Chief Operating and Financial Officer of Ocean Wilsons
attended each of these meetings. The Committee meets
with the external auditor without the Chief Operating and
Financial Officer present to receive feedback on the team’s
performance.
Key Roles and Responsibilities
The Committee has formal terms of reference approved by
the Board, reviewed annually. The full terms of reference
are available on the Company’s website. The principal
responsibilities of the Committee are:
• Financial and narrative reporting
‐ To review the integrity of the interim and full year
consolidated financial statements of the Company,
including reviewing the material accounting policies
and judgements included in them.
‐ To provide advice to the Board as to whether the
annual report and accounts taken as a whole are
fair, balanced, and understandable, providing the
information necessary for shareholders to assess
the Company’s financial position and performance,
business model, and strategy.
• External audit
‐ To make recommendations to the Board, for it
to put to the shareholders for their approval at a
general meeting, in relation to the appointment,
reappointment, and removal of the external auditor
and to approve the remuneration and terms of
engagement of the external auditor.
‐ To review and monitor the external auditor’s
independence, objectivity, and the effectiveness
of the audit process, taking into consideration
relevant professional and regulatory requirements.
The independence of the external audit process
has been assessed by reviewing reports from the
external auditors describing their arrangements to
identify, report and manage any conflicts of interest.
The Board also reviews the provision of any non-audit
services provided by the external auditors and ensure
that their independence is maintained.
• Risk management and internal controls
‐ To review the adequacy of the Company’s internal
controls and risk management systems.
‐ To review and update the Company’s risk appetite
statement.
‐ To review the Company’s risk register and assess
the Company’s emerging and principal risks to be
reviewed annually with the Board.
‐ To consider the need for an internal audit function.
• Compliance and fraud
‐ To review the adequacy of the Company’s
whistleblowing procedures and the policies related
to fraud, bribery, and anti-corruption.
SECTION TWO / GOVERNANCE REPORT
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 36 •
Financial and Narrative Reporting
During the course of the fiscal year, the Committee
conducted a comprehensive examination of various
financial and narrative documents. This included a review
of the annual report and consolidated financial statements
for the year ending December 2023, the interim report and
interim consolidated financial statements for June 2024,
and quarterly updates released in May and November 2024.
As an integral part of scrutinising the December 2023
annual report and consolidated financial statements, the
Committee received and reviewed a detailed report from
the external auditor, outlining the procedures and findings of
their audit work.
A significant focus this year was the application of IFRS
5 – Non-current Assets Held for Sale and Discontinued
Operations, during its strategic review process and
following the Company’s decision to sell its holding in Wilson
Sons. The consolidated financial statements present
Wilson Sons’ assets and liabilities as “held for sale” and its
operations as discontinued. The Committee worked closely
with management and the external auditor to evaluate
the accuracy, completeness, and presentation of the
consolidated financial statements.
The Committee was satisfied with the assumptions used in
these areas and with the disclosures in these consolidated
financial statements.
Furthermore, the Committee evaluated the 2024 annual
report and consolidated financial statements overall
fairness, balance, and understandability. The objective
was to ensure that these documents collectively present
information that is essential for shareholders to assess the
Company’s performance, strategy, and business model. The
Committee identified and determined that the primary risks
of misstatement in the Group’s 2024 consolidated financial
statements pertained to:
• Valuation of unquoted investments – The investment
valuation risk arises from the valuation of the Level
3 investments which is determined using valuation
techniques and assumptions based on market
conditions existing at each reporting date. The
Committee received quarterly reports from the
Investment Manager on investment performance
which included historical performance analysis and
management outlook for investment and market
performance. The Committee reviewed and questioned
the Investment Manager and obtained explanations for
investment performance and variations from market
performance, investment expectations and potential
risks to future performance. The Committee examined
and challenged management’s key assumptions used
in the valuation of investments. The Committee was
satisfied that the significant assumptions used were
appropriate and was satisfied with the disclosures in
the consolidated financial statements. The Committee
also discusses potential risks surrounding investment
valuation with the external auditor and reviewed their
audit findings.
• IFRS 5 – The Committee examined the implications of
presenting Wilson Sons’ operations as discontinued,
including revenue and expense allocations, the accuracy
of non-current asset valuations, and the adequacy of
disclosures regarding the sale. These changes were
found to be in compliance with IFRS 5 requirements and
appropriately reflect the Group’s strategic direction.
The Committee reviewed and challenged the assumptions
in support of the 2024 going concern statement and the
longer-term viability statement. The review involved careful
consideration of various factors including, but not limited
to, historical financial performance, cash flow projections,
debt obligations, financing arrangements, and external
market conditions. Based on our review, we are satisfied that
the supporting documentation provided by management
adequately supports the Company’s going concern and
viability disclosures, and that they are presented in
accordance with applicable accounting standards and
regulatory requirements.
The Committee holds the view that the annual report
and accounts effectively communicate the Company’s
performance throughout the year, offering comprehensive
disclosures at each segment level. The content conveyed
in the Chair’s Statement, Directors’ Report, and Financial
Reports is accurately reflected in the annual accounts.
Notably, there is cohesion between the narrative sections
and the consolidated financial statements, ensuring a
consistent representation of information.
External Audit
As part of the annual external audit process, the Committee:
• Reviewed and approved the scope of audit work to be
undertaken by the auditor;
• Agreed the fees to be paid to the external auditor for
the audit of the December 2024 consolidated financial
statements; and
• Assessed the qualification, expertise and resources,
and independence of the external auditor:
‐ Reviewed the audit plan for the year, noting the role
of the audit partner who signs the audit report and
who, in accordance with professional rules, has not
held office for more than five years and any changes
in key audit staff;
‐ Received a report from the external auditor
describing their arrangements to identify, report and
manage any conflicts of interest; and
• 37 •
‐ Considered the overall extent of non-audit services
provided by the external auditor. There was no non-
audit services provided in 2024 by the external
auditor.
The Committee undertook its annual evaluation of the
external auditors’ performance and the efficacy of the
external audit process for the year ending on 31 December
2023. This assessment involved surveying key stakeholders
across the Group and appraising the quality of the auditors’
reporting to and engagement with the Committee.
Considering the feedback received and this comprehensive
review, the Committee was satisfied with both the auditors’
performance and the efficiency of the audit process.
External audit fees incurred for 2024 were US$0.7 million
(2023: US$0.7 million). The Company does not engage its
external auditor for any non-audit services.
Risk Management and Internal Controls
The Committee plays a critical role in overseeing the
adequacy and effectiveness of the Company’s risk
management framework and internal controls. Throughout
the year, the Committee conducted a rigorous review of the
Company’s risk matrix, ensuring it remains aligned with the
strategic priorities and operational realities of the business.
Key enhancements in 2024 included the integration of
risks related to the announced divestment of Wilson Sons,
reflecting both immediate operational considerations and
longer-term strategic implications. Specific focus areas
included:
• Strategic and Operational Risks: The Committee
evaluated risks associated with the transition of Wilson
Sons to a discontinued operation, including revenue
stability, financial reporting complexities, and the
execution risks tied to the planned sale process.
• Emerging Risks: The Committee continues to
monitor macroeconomic and geopolitical factors that
could impact the Group’s remaining operations and
investment portfolio post-divestment, ensuring that
these are reflected in the Company’s risk matrix.
The Company’s risk appetite statement was also updated to
provide clearer guidance on acceptable risk levels across
different areas of the business, helping to ensure that
decision-making remains consistent with the Group’s long-
term objectives.
The Committee engaged with the Chief Operating and
Financial Officer on the annual review of the Company’s
internal controls framework. This included a detailed
assessment of control processes for financial reporting,
operational risk management, and compliance monitoring.
The Committee remains satisfied that the Company’s
internal controls are effective and proportionate to the size
and complexity of its operations.
The Committee acknowledges that the evolving nature of
the Group’s operations, post-divestment, may introduce new
risks and necessitate further updates to the Company’s risk
framework. It will continue to work closely with management
and the Board to proactively identify and address these
challenges.
Additionally, the Committee met quarterly in 2024 with the
Wilson Sons audit committee on the following matters:
• To receive reports from the Wilson Sons audit committee
on relevant accounting matters and its report from the
Wilson Sons internal audit team;
• To receive a report on cybersecurity at Wilson Sons. The
report highlighted the principal risks as ransomware,
data loss, customer data breaches, mission critical
systems failure, reputational damage, financial losses
and operational accidents. The Committee was satisfied
with the actions being taken to mitigate cyber risks;
• To receive a report on the Wilson Sons enterprise risk
management process;
• To receive litigation reports from the Wilson Sons
legal department outlining the legal provisions in the
accounts and work performed to manage possible
claims; and
• To have a briefing on the Wilson Sons whistle-blowing
channel outlining the structure of the whistle-blowing
channel and procedures for following up on complaints
received.
The Committee confirmed that appropriate measures are in
place to manage these risks effectively.
In addition to financial and operational risks, the Committee
considered the Company’s environmental, social, and
governance (ESG) obligations, including the requirements
of the Task Force on Climate-Related Financial Disclosures
(TCFD). While the Company does not have a separate ESG
committee due to the size of the Board, the Audit and Risk
Committee ensures that ESG and TCFD-related risks are
integrated into its oversight responsibilities and addressed
comprehensively within the broader risk management
framework.
Compliance and Fraud
There were no instances of fraud reported in 2024 and the
Committee is satisfied that the procedures and policies in
place are being monitored and complied with.
Andrey Berzins
Chair of the Audit and Risk Committee
19 March 2025
SECTION TWO / GOVERNANCE REPORT
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 38 •
Corporate and Social
Responsibility
The Board recognises that, in addition to managing the Company’s assets, it has an obligation
to ensure that its corporate and social responsibilities to all stakeholders are addressed at
both the parent level and through its operating subsidiaries.
Environment and Responsible Investing
The Board continues to believe that responsible investing
and sustainable operations are essential for the long-term
success of the Company. Throughout 2024, the Board, in
collaboration with Hanseatic Asset Management LBG (our
Investment Manager) and the Wilson Sons management
team, closely monitored the Company’s performance,
strategic investment approach, and opportunities for
responsible capital investment. Our ongoing reviews ensured
that our existing ESG strategy remains aligned with evolving
global standards and best practices. This approach fosters a
culture of effective, ethical, and forward-looking investment
practices, serving the interests of both current and future
investors.
Our Investment Manager is a signatory to the United Nations
Principles for Responsible Investment and provides regular
updates to the Board on alignment with these Principles.
While the Board places importance on environmental and
social considerations, these factors are assessed alongside
broader financial objectives and do not serve as an absolute
constraint on the types of investments made. This year,
particular attention was paid to refining our processes
for gathering relevant information on investee entities’
environmental and social practices.
This ongoing process reflects our dedication to not only
sustainability but also enhancing our ESG initiative, consistent
with our core values and stakeholder expectations. While
2024 did not see any major shifts in strategy, the Company
remains committed to steadily advancing its approach to
environmental responsibility and social accountability. We
will continue to evolve our responsible investing policies,
strengthen engagement with our portfolio companies, and
ensure that ESG considerations remain an integral part of
our growth and stewardship objectives.
Workforce and Safety
In 2024, the Board continued to prioritise inclusivity
and equality at Wilson Sons, the largest employer in the
Group, maintaining a strong focus on gender balance and
leadership development. Women currently constitute 30%
of management and 19% of the overall workforce, reflecting
ongoing efforts to cultivate a diverse environment.
Across the Group, an average of 4,034 employees were
employed during 2024 (2023: 3,849). Given the nature of
maritime operations, the health and safety of the Wilson Sons
workforce remains of utmost importance and is embedded in
daily routines. Wilson Sons continues to partner with DuPont
for its safety programme, using the lost-time injury frequency
rate (“LTIFR”) as a key metric. In 2024, the LTIFR stood at 0.29
(2023: 0.22) below the international benchmark of 0.5.
• 39 •
Directors’ Responsibility
Going Concern
The Group has considerable financial resources including
US$118.4 million in cash and cash equivalents at 31 December
2024 (of which US$38.8 million is from continuing operations)
and the Group’s borrowings have a long maturity profile. The
Group’s business activities together with the factors likely
to affect its future development and performance are set
out in the Chair’s Statement, Business Review and Financial
Report. The financial position, cash flows and borrowings
of the Group are set out in the Financial Report. In addition,
note 29 to the consolidated financial statements includes
details of its financial instruments and its exposure to credit
risk and liquidity risk. Details of the Group’s borrowings are
set out in note 19.
The Group closely monitors and manages its liquidity risk and
does so in a manner that reflects its structure of two distinct
businesses being Ocean Wilsons (Investments) Limited
and Wilson Sons Limited. In performing its going concern
assessment, the Board treated Wilson Sons as a continuing
operation and considered the 15-month period to 31 March
2026.
The Board also considered a scenario in which Wilson Sons
was sold as part of its going concern analysis. It concluded
that, after accounting for the estimated net proceeds from
the sale and deducting the expected costs of the planned
tender offer, the Company would remain a going concern for
the next 15 months.
Ocean Wilsons Holdings Limited and Ocean Wilsons
(Investments) Limited
Ocean Wilsons and Ocean Wilsons (Investments) Limited
have combined cash and cash equivalents of US$38.8 million
and further highly liquid investments of US$121.9 million at
31 December 2024. They have no debt and they have made
commitments in respect of investment subscriptions
amounting to US$43.8 million, for which details are provided
in note 6. The timing of the investment commitments may be
accelerated or delayed in comparison with those indicated
in note 6, but highly liquid investments held are significantly
in excess of the commitments. Neither Ocean Wilsons
nor Ocean Wilsons (Investments) Limited have made any
commitments or have obligations towards Wilson Sons and
its subsidiaries and their creditors or lenders. In the unlikely
circumstance that Wilson Sons was to encounter financial
difficulty, the parent company and its other subsidiary have
no obligations to provide support and have sufficient cash
and other liquid resources to continue as a going concern on
a standalone basis.
Wilson Sons Limited
Wilson Sons has cash and cash equivalents of US$79.5
million. All of the debt, as set out in note 19, and all of the lease
liabilities, as set out in note 15, relate to Wilson Sons, and
have a long maturity profile. The debt held by Wilson Sons is
subject to covenant compliance tests as summarised in note
19, which were in compliance at 31 December 2024 and are
forecast to be complied with throughout the forecast period.
The covenants are most sensitive to changes in EBITDA, debt
service costs and asset values. The Ocean Wilsons Board
reviewed Wilson Sons’ 15-month forecasts for the financial
year 2025 and the first quarter of 2026 which included
analysis of cash flows and loan covenant compliance for the
forecasting period. Budgets are compared with prior period
actual results and previous forecasts to identify variances
and understand the drivers of the changes and their future
impact to allow management to take action as appropriate.
Additional market analysis is performed to corroborate
other key assumptions underpinning the forecasts. In
preparing the forecasts, consideration has been given to
the commitments Wilson Sons has to its joint ventures and
associates in respect of their loan agreements as set out in
note 13 and possible cash outflows these may give rise to,
should the joint ventures and associates breach their loan
covenants.
Cash flow and loan covenant compliance forecasts were
then subjected to reverse stress tests to understand the
headroom available before a covenant breach occurs or
liquidity is exhausted. Consideration was then given as to
whether the principal risks attributable to Wilson Sons would
give rise to severe downside scenarios that could cause
loan covenant breaches or exhausting of liquidity, such as
significant reductions in revenues.
This assessment confirmed that Wilson Sons has adequate
cash, other liquid resources and undrawn credit facilities to
enable it to meet its obligations as they fall due in order to
continue its operations during the going concern forecast
SECTION TWO / GOVERNANCE REPORT
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 40 •
period. Based on the Board’s review of Wilson Sons’ going
concern assessment and the liquidity and cash flow reviews of
the Company and its subsidiary Ocean Wilsons (Investments)
Limited, the Directors have a reasonable expectation that
the Company and the Group have adequate resources to
continue in operational existence for the foreseeable future.
Accordingly, the Directors continue to adopt the going
concern basis in preparing the annual report and accounts.
Directors’ Responsibility Statement
The Directors are responsible for preparing the annual report
in accordance with applicable laws and regulations.
The Directors are required by Bermuda company law to
lay financial statements before the Company in a general
meeting. In doing this the Directors prepare accounts on a
going concern basis for each financial year which give a true
and fair view of the state of affairs of the Company and the
Group and of the profit or loss of the Group for that period.
In preparing those accounts, the Directors are required to:
• ensure suitable accounting policies have been adopted
and applied consistently;
• make judgements and estimates that are reasonable
and prudent;
• state that applicable accounting standards have been
followed, subject to any material departures disclosed
and explained in the accounts;
• provide additional disclosure if compliance with specific
IFRS requirements is insufficient to enable users to
understand the impact of particular transactions,
other events and conditions on the Company and Group
financial position and financial performance; and
• present information, including accounting policies in a
manner that provides relevant, reliable, comparable and
understandable information.
The Board considers the annual report and accounts, taken
as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the
Company’s performance, business model and strategy.
On behalf of the Board
Caroline Foulger
Chair
19 March 2025
• 41 •
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 42 •
Task Force for
Climate Related
Financial
Disclosures
Overview
Ocean Wilsons Holdings Limited (“OWHL” or the “Company”) recognises the continued relevance of climate-related risks and
opportunities to the Company. In 2024, OWHL has made further progress in understanding its environmental impacts and the
risk and opportunity landscape.
As a holding company, it is recognised that risks and opportunities arise at the level of its subsidiary companies: Ocean Wilsons
(Investments) Limited (“OWIL”) and Wilson Sons Holdings Brasil S.A. (“Wilson Sons”). The decision was made this year to sell
OWHL’s controlling stake in Wilson Sons with the sale process expected to conclude in 2025. Although OWHL will continue
to own Wilson Sons until that point, the climate-related risks and opportunities specific to this subsidiary are no longer the
focus of the Company. Therefore, the 2024 TCFD report will be focused on OWHL and OWIL. More detail on Wilson Sons’
environmental performance, risk exposure and opportunities are available in the organisation’s dedicated Sustainability Report
(2024), available at www.wilsonsons.com.br.
OWHL has complied with all TCFD recommended disclosures and organised this disclosure in line with the TCFD pillars of
Governance, Strategy, Risk Management, and Metrics & Targets.
Governance
The OWHL Board holds ultimate responsibility for managing material risks and opportunities with the potential to impact OWIL,
including those arising from or related to climate change. The Audit and Risk Committee most directly engages with these
issues and is responsible for ensuring ongoing effective management of identified risks, including monitoring the efficacy of
internal controls and mitigating actions. Relevant updates to risks and opportunities are reviewed and discussed quarterly at
Committee meetings.
The OWHL Board shares the same Directors as OWIL and is tasked with ensuring the Company conducts business in line with
the principles of responsible investing. Fund performance, asset allocation, and the ESG position of funds are monitored closely
by OWIL’s Investment Manager and discussed at quarterly meetings with the Company. The Investment Manager employs a
responsible investing policy to ensure adequate due diligence processes are undertaken to identify and monitor sustainability
issues within the portfolio. The Investment Manager became a signatory of the UN Principles of Responsible Investment
network in 2022 and continues to maintain this affiliation.
Strategy
An understanding of the risks and opportunities posed directly by climate change and the societal transition to a low-carbon
future continue to influence OWHL’s financial planning and strategic direction. Relevant risks have been categorised as either
relating to the physical impacts of climate change or to societal efforts to mitigate and adapt to climate change (e.g. the effect
of carbon taxation on certain funds or industries). Risks have been further categorised according to the time horizon when they
are most likely to have a material impact: short-term (less than 3 years), medium-term (3 to 10 years) and long-term (more than
10 years).
Task Force for Climate Related
Financial Disclosures (“TCFD”)
SECTION THREE / TASK FORCE FOR CLIMATE RELATED FINANCIAL DISCLOSURES
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 44 •
RISK CATEGORY DESCRIPTION IMPACT
Physical
impacts of
extreme climate
phenomena
Physical:
Acute /
Chronic
Impacts of increased
incidence and magnitude
of extreme weather events
across sectors.
TIMEFRAME
Medium / long-term
LIKELIHOOD
High
SEVERITY
Low
• As the consequences of extreme weather events become
more severe over the long-term, economic disruption
is likely to accelerate, with impacts across geographic
locations, supply chains, and sectors.
• This may lead to short-term economic turbulence and
influence fund performance.
Policy risk Transition:
Policy and
Regulation
Climate policy and regulation
increasing costs and reducing
business profitability.
TIMEFRAME
Medium-term
LIKELIHOOD
High
SEVERITY
Moderate
• Legal and regulatory change is likely to affect business
operations, supply chains, or management practices,
particularly in exposed sectors and regions.
• Investment managers could be impacted in several ways:
‐ Higher costs in proving compliance with more stringent
regulations, including ESG reporting, metrics, and due
diligence, reducing profitability and valuations.
‐ Stricter and more widely enforced anti-greenwashing
regulation in the financial sector.
‐ Increased risk of obsolescence and stranded assets due
to regulatory changes, particularly in exposed sectors,
such as energy and extractives.
Climate-related
technological
disruption
Transition:
Technology
Potential for technological
disruption within exposed
sectors.
TIMEFRAME
Medium / long-term
LIKELIHOOD
Moderate
SEVERITY
Low
• Emerging technology and innovative business models are
expected to provide widespread disruption across a range
of sectors as they transition towards more sustainable
models, for instance the EV transition in the automotive
sector.
• This has negative implications for legacy companies and
increases risk of stranded assets within the portfolio.
Changing market
dynamics
Transition:
Market
Impacts associated with
consumer demand-based
market transformation.
TIMEFRAME
Medium / long-term
LIKELIHOOD
Moderate
SEVERITY
Low
• Evolving preferences and growing climate awareness
among consumers may result in obsolescence and
stranded assets within exposed sectors.
• 45 •
The far-reaching impacts of climate change and societal adaptation efforts will also result in several opportunities for OWIL.
The most material identified opportunities are outlined below.
OPPORTUNITY CATEGORY DESCRIPTION IMPACT
Benefitting
from the growth
of transition-
aligned
industries
Transition:
Market
Active investment in growth
sectors aligned with the
societal transition, such as
renewable power generation.
TIMEFRAME
Medium / long-term
LIKELIHOOD
High
SEVERITY
Moderate
• Investments in industries such as low-carbon transport or
renewables provide the opportunity to support their growth
and benefitting from their rise over time.
Meeting growing
expectations for
sustainability
transparency
Transition:
Policy and
Market
Improving understanding and
transparency of sustainability
performance of investments.
TIMEFRAME
Short to Medium-Term
LIKELIHOOD
High
SEVERITY
Low
• As norms around corporate transparency evolve and
updated sustainability reporting standards come
into place, requirements and expectations around
sustainability-relevant disclosure will continue to increase.
Proactively improving understanding of the impacts and
transparently communicating them will reduce the risk of
compliance shocks.
• Accurately communicating the sustainability performance
of OWIL funds will also meet the expectations of investors,
who increasingly factor ESG criteria into their investment
decisions.
SECTION THREE / TASK FORCE FOR CLIMATE RELATED FINANCIAL DISCLOSURES
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 46 •
Influence on Strategy and Strategy Resilience
It is clear that the impacts of most of these identified risks for OWIL are mediated through investment funds. Therefore,
diversification of the portfolio and the ability to flexibly adjust its composition are considered to effectively limit OWIL’s risk
exposure. Still, an awareness of the risks and opportunities presented by climate change has influenced the Company’s
strategy in several ways.
An understanding of the risks associated with poor climate and sustainability performance has led us to institute robust ESG
analysis for all funds during the selection process. This allows us to identify climate-relevant risks prior to incorporation into
the portfolio. A number of the portfolio’s fund managers are quite advanced in these areas, such as EQT, which in 2021 became
the first private market firm to set a science-based net zero target. We will continue to work with our underlying investment
managers to assess the feasibility and value of quantifying the emissions associated with all of our funds, so this can serve as
a further input into strategic decision making.
Given the substantial uncertainties of the future extent and impacts of climate change, we have assessed our resilience to
climate-related risks across three different climate scenarios, as detailed in the table below.
Shared
Socioeconomic
Pathway
Representative
Concentration
Pathway Description
SSP1 2.6
A smooth transition to <2°C of warming. Mitigation efforts are scaled up rapidly and
necessary investments / innovations are made to allow for high levels of electrification
for transport and industry. Physical risks still increase over time, but remain manageable
thanks to a well stewarded, internationally coordinated low-carbon transition.
SSP1 4.5
Moderate challenges to mitigation and adaptation mean temperature rise by 2100
is between 2°C and 3°C. The world stays on a familiar path and progress is uneven.
Significant efforts to decarbonise transport and industry are made but not at the same
pace as in SSP1. Physical risks grow decidedly more common and impactful, especially in
the second half of the century.
SSP3 6.0
Competing concerns mean that relatively little attention is paid to mitigating climate
change and efforts to do so are highly disjointed. Warming levels reach between 3°C
and 4°C by 2100. There are low levels of investment in adaptation / mitigation and
few technological innovations are achieved. High levels of physical risk are expected
throughout the economy.
These scenarios have been chosen to encompass a broad range of potential outcomes. SSP1 presents an optimistic case
and SSP3 is more akin to a worst-case scenario, with SSP2 likely approximating the most probable outcome. This variety of
scenarios allows us to assess high and low levels of both physical and transition risks to assess the robustness of our strategy
and risk controls.
Key insights from this scenario analysis exercise include:
• SSP1 – 2.6 would limit our exposure to physical risks and present the most material opportunities associated with the
growth of transition-aligned sectors. This scenario would however also mean relatively high exposure to transition risks
directly affecting those funds in the portfolio with higher carbon impacts (as regulation, carbon taxation, etc. begin to
impact them).
• Under SSP2 – 4.5 physical risks to our portfolio of funds would be more material, especially in the longer term, and the
opportunities related to investing in low-carbon industries would be lower magnitude. The slower pace of the transition
would likely reduce several transition risks as we could more gradually adjust the portfolio in line with developing trends.
• SSP3 – 6.0 would naturally entail the greatest physical risks, with multiple second and third order effects, such as the decline
of certain industries. The absence of ambitious regulation and global coordination means that many transition risks would
be less pronounced, although the failure to address climate change is expected to result in economic turbulence that
would increase our exposure to market risks.
• 47 •
Risk Management
Identifying and Assessing Risk
A climate-related risk assessment was first undertaken in 2021 and has since been reviewed and updated periodically. Risks
were identified, evaluated, and classified in line with TCFD guidelines. Physical risks are classified as either being acute
(related to discrete events, such as wildfires) or chronic (related to long-term changes to earth systems, such as sea level rise).
Transition risks are classified as pertaining to the following categories: policy and legal, technology, market, or reputation.
Each identified risk is further classified by the time horizon in which it is expected to be most material. The overall materiality
of a risk is determined as a product of its likelihood and its severity. Both are assessed on a four-point qualitative scale (Low,
Moderate, High, Very High), which are combined to provide an overall assessment of the risk’s materiality.
As part of the Investment Manager’s annual operational due diligence processes, information is collected on the ESG and risk
management policies of all funds. Material updates to these areas are considered as part of holistic reviews of the composition
of the portfolio. Annual reviews and updates to our climate-related risks and opportunities specifically are undertaken by
external experts and reviewed by the Chief Operating and Financial Officer of the Company.
Managing and Integrating Risk
OWIL’s portfolio is managed according to the Investment Manager’s responsible investing principles. This requires active
ownership and the incorporation of ESG issues into policies and practices, including analysis of the ESG risk profiles of different
funds in order to manage and reduce negative impacts on the portfolio. We have continued to upskill our team, including
members of the Audit and Risk Committee, in climate-relevant areas this year, and regularly engage with relevant forums and
bodies to ensure we are in line with risk management best practice and kept up to date with developments in the risk landscape.
Climate-related risks are entirely integrated into broader risk management processes and managed via the same policies and
procedures as risks of other types. The same processes of risk identification, assessment, and the implementation of control
plans apply equally to all material risks. OWIL views risk exposure holistically and evaluates risks of all types together when
selecting funds.
Metrics And Targets
Metrics Used
We decided to defer quantification of our emissions until after the sale of Wilson Sons is complete and we have further clarity
on the organisation’s structure moving forward. The holding company’s emissions are extremely limited, relating only to the
operation of minimal office space at one site and air travel. The majority of our emissions will relate to the specific funds
we invest in. Compiling an accurate footprint of financed emissions is a complicated undertaking that various organisations
approach differently. We will continue to monitor sector norms in this area and begin to quantify our financed emissions when
we are confident in the accuracy and usefulness of the data.
We currently have no climate-related targets in place, as we are still improving our understanding of the Company’s baseline
impacts. At this time, OWHL is undergoing a strategic review and managing the divestment of Wilsons Sons, therefore deferring
decisions on target setting until its strategy has been finalised. We will continue exploring our options, with the intention of
setting ambitious, achievable, and measurable goals when it is practical and beneficial to do so.
SECTION THREE / TASK FORCE FOR CLIMATE RELATED FINANCIAL DISCLOSURES
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 48 •
• 49 •
Consolidated
Financial
Statements
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 50 •
INDEPENDENT AUDITOR’S REPORT
• 51 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 52 •
INDEPENDENT AUDITOR’S REPORT
• 53 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 54 •
INDEPENDENT AUDITOR’S REPORT
• 55 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 56 •
INDEPENDENT AUDITOR’S REPORT
• 57 •
| Consolidated Statement of Profit or Loss and Other Comprehensive Income | |||
Note | 2024 | 2023 | |
| Continuing operations | |||
Investment portfolio returns | 6 | ||
Investment portfolio expenses | 6 | ( | ( |
Corporate expenses | 7 | ( | ( |
Finance income | |||
Finance costs | ( | ( | |
Foreign exchange losses on monetary items | ( | ( | |
Profit for the year from continuing operations | |||
| Discontinued operations | |||
Profit for the year from discontinued operations | 5 | ||
Profit for the year from discontinued operations | |||
Total profit for the year | |||
| Other comprehensive income | |||
Other comprehensive income from continuing operations | |||
Other comprehensive (loss)/income from discontinued operations | 5 | ( | |
Other comprehensive (loss)/income for the year | ( | ||
Total comprehensive income for the year | |||
| Profit for the year attributable to: | |||
Equity holders of the Company from continuing operations | |||
Equity holders of the Company from discontinued operations | |||
Equity holders of the Company | |||
Non-controlling interests from continuing operations | |||
Non-controlling interests from discontinued operations | |||
Non-controlling interests | |||
| Total comprehensive income for the year attributable to: | |||
Equity holders of the Company from continuing operations | |||
Equity holders of the Company from discontinued operations | |||
Equity holders of the Company | |||
Non-controlling interests from continuing operations | |||
Non-controlling interests from discontinued operations | |||
Non-controlling interests | |||
| Earnings per share | |||
Basic and diluted from continuing operations | 27 | ||
Basic and diluted from discontinued operations | 27 | ||
Basic and diluted |
For the year ended 31 December 2024 -
(Expressed in thousands of US Dollars)
The accompanying notes are an integral part of these interim consolidated financial statements.
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 58 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
Note | 2024 | 2023 | |
| Current assets | |||
Cash and cash equivalents | 9 | ||
Accrued income and investment portfolio receivables | |||
Investment portfolio assets | 6 | ||
Recoverable taxes | 8 | ||
Trade receivables | 10 | ||
Other current assets | 11 | ||
Inventories | 12 | ||
Assets within disposal group held for sale | 5 | ||
| Non-current assets | |||
Other receivables | 10 | ||
Other non-current assets | 11 | ||
Recoverable taxes | 8 | ||
Investment in joint ventures and associates | 13 | ||
Deferred tax assets | 8 | ||
Property, plant and equipment | 14 | ||
Right-of-use assets | 15 | ||
Other intangible assets | 16 | ||
Goodwill | 17 | ||
Total assets | |||
| Current liabilities | |||
Trade and other payables | 18 | ( | ( |
Bank loans | 19 | ( | |
Tax liabilities | 8 | ( | |
Lease liabilities | 15 | ( | |
Liabilities within disposal group held for sale | 5 | ( | |
( | ( | ||
| Non-current liabilities | |||
Bank loans | 19 | ( | |
Deferred tax liabilities | 8 | ( | |
Lease liabilities | 15 | ( | |
Provisions for legal claims | 21 | ( | |
Post-employment benefits | 20 | ( | |
( | |||
Total liabilities | ( | ( | |
| Capital and reserves | |||
Share capital | 23 | ||
Retained earnings | |||
Translation reserve | ( | ( | |
Equity attributable to equity holders of the Company | |||
Non-controlling interests | 25 | ||
Total equity |
The accompanying notes are an integral part of these interim consolidated financial statements.
• 59 •
Consolidated Statement of Financial Position
At 31 December 2024 -
(Expressed in thousands of US Dollars)
| Attributable | ||||||
| to equity | Non- | |||||
| Retained | Translation | holders of the | controlling | |||
| Share capital | earnings | reserve | Company | interests | Total equity | |
Balance at 1 January 2023 | ( | |||||
Profit for the year – continuing operations | ||||||
| Profit for the year – discontinued | ||||||
operations | ||||||
| Other comprehensive income – | ||||||
discontinued operations | ||||||
Total comprehensive income for the year | ||||||
Dividends paid to equity holders of the Company | ( | ( | ( | |||
Dividends paid to non-controlling interests – discontinued operations | ( | ( | ||||
| Equity transactions in subsidiary – | ||||||
discontinued operations | ( | ( | ( | |||
Balance at 31 December 2023 | ( | |||||
Balance at 1 January 2024 | ( | |||||
Profit for the year – continuing operations | ||||||
| Profit for the year – discontinued | ||||||
operations | ||||||
| Other comprehensive income – | ||||||
| discontinued operations | ( | ( | ( | ( | ||
Total comprehensive income for the year | ( | |||||
Dividends paid to equity holders of the Company | ( | ( | ( | |||
Dividends paid to non-controlling interests – discontinued operations | ( | ( | ||||
| Equity transactions in subsidiary – | ||||||
discontinued operations | ||||||
Balance at 31 December 2024 | ( |
Translation reserve
The translation reserve arises from exchange differences on the translation of operations with a functional currency other than
US Dollars.
Amounts in the consolidated statement of changes in equity are stated net of tax where applicable.
The accompanying notes are an integral part of these interim consolidated financial statements.
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 60 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024 -
(Expressed in thousands of US Dollars)
Note | 2024 | 2023 | |
| OPERATING ACTIVITIES | |||
| Continuing operations | |||
Profit for the year | |||
| Adjustment for: | |||
Returns on investment portfolio | 6 | ( | ( |
Finance income | ( | ( | |
Foreign exchange losses on monetary items | |||
| Changes in: | |||
Other current and non-current assets | |||
Trade and other payables | 18 | ( | |
Net cash outflow from operating activities – continuing operations | ( | ( | |
Net cash inflow from operating activities – discontinued operations | 5 | ||
Net cash inflow from operating activities | |||
| INVESTING ACTIVITIES | |||
| Continuing operations | |||
Interest income | |||
Income from financial assets | 6 | ||
Purchase of investment portfolio assets | 6 | ( | ( |
Proceeds on disposal of investment portfolio assets | 6 | ||
Net cash inflow/(outflow) from investing activities – continuing operations | ( | ||
Net cash outflow from investing activities – discontinued operations | 5 | ( | ( |
Net cash outflow from investing activities | ( | ( | |
| FINANCING ACTIVITIES | |||
| Continuing operations | |||
Dividends paid to equity holders of the Company | 26 | ( | ( |
Net cash outflow from financing activities – continuing operations | ( | ( | |
Net cash outflow from financing activities – discontinued operations | 5 | ( | ( |
Net cash outflow from financing activities | ( | ( | |
Cash and cash equivalents at beginning of year | |||
Cash and cash equivalents at beginning of year - continuing operations | |||
Cash and cash equivalents at beginning of year - discontinued operations | |||
Total net cash outflow - continuing operations | ( | ( | |
Total net cash inflow - discontinued operations | |||
Total net decrease in cash and cash equivalents | ( | ||
Dividends received from subsidiary - continuing operations | |||
Dividends paid to parent company - discontinued operations | ( | ( | |
Net dividend received and paid within the Group | |||
Effect of foreign exchange rate changes - continuing operations | ( | ( | |
Effect of foreign exchange rate changes - discontinued operations | |||
Total effect of foreign exchange rate changes | |||
Total cash and cash equivalents at end of year | |||
Cash and cash equivalents at end of year - discontinued operations | |||
Cash and cash equivalents at end of year – continuing operations |
The accompanying notes are an integral part of these interim consolidated financial statements.
• 61 •
Consolidated Statement of Cash Flows
For the year ended 31 December 2024 -
(Expressed in thousands of US Dollars)
2 Material accounting policies and critical accounting judgements
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 62 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
Performance obligation | Timing of revenue recognition |
Towage and ship agency services | At a point in time |
Port Terminals | At a point in time |
Logistics | At a point in time |
Shipyard | Over time |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
• 63 •
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 64 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
2 Material accounting policies and critical accounting judgements (CONTINUED)
Financial instruments | Classification |
Cash and cash equivalents | At fair value through profit and loss |
Investment portfolio assets | At fair value through profit and loss |
Trade and other receivables | Amortised cost |
Trade and other payables | Other financial liabilities |
Bank loans | Other financial liabilities |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
• 65 •
Category | Useful life |
Buildings | 25 to 35 years |
Leasehold Improvements | 5 to 52 years 1 |
Floating Craft | 25 years |
Vehicles | 5 to 10 years |
Plant and Equipment | 10 to 20 years |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 66 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
2 Material accounting policies and critical accounting judgements (CONTINUED)
Category | Term of contracts | Average discount rate |
Operational facilities | 5 to 77 years | 9.05% |
Floating craft | 2 to 5 years | 10.08% |
Buildings | 1 to 6 years | 11.28% |
Vehicles, plant and equipment | 1 to 7 years | 18.60% |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
• 67 •
Category | Useful life |
Computer software | 5 years |
Concession rights | 30 to 33 years |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 68 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
2 Material accounting policies and critical accounting judgements (CONTINUED)
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
• 69 •
| Place of | Ownership interest | |||
| incorporation and | ||||
Subsidiaries | operation | Segment | 2024 | 2023 |
| Investments | ||||
Ocean Wilsons (Investments) Limited | Bermuda | Investment | 100% | 100% |
| Holdings | ||||
Ocean Wilsons Overseas Limited | Bermuda | Corporate | 100% | 100% |
| Place of | Ownership interest | |||
| incorporation and | ||||
Subsidiaries | operation | Segment | 2024 | 2023 |
| Holdings | ||||
OW Overseas (Investments) Limited | United Kingdom | Corporate | 100% | 100% |
| Place of | Ownership interest | |||
| incorporation and | ||||
Subsidiaries | operation | Segment | 2024 | 2023 |
| Holdings | ||||
Wilson Sons S.A. | Brazil | Maritime services | 56.39% | 56.52% |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 70 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
| Place of | Ownership interest | |||
| incorporation and | ||||
Subsidiaries | operation | Segment | 2024 | 2023 |
| Shipyard | ||||
Wilson Sons Estaleiros Ltda. | Brazil | Maritime services | 100% | 100% |
| Ship agency | ||||
Wilson Sons Shipping Services Ltda. | Brazil | Maritime services | 100% | 100% |
| Logistics | ||||
Wilson Sons Terminais e Logística Ltda. | Brazil | Maritime services | 100% | 100% |
Allink Transportes Internacionais Ltda. | Brazil | Maritime services | 50% | 50% |
| Container terminal | ||||
Tecon Rio Grande S.A. | Brazil | Maritime services | 100% | 100% |
Tecon Salvador S.A. | Brazil | Maritime services | 100% | 100% |
| Offshore support bases and towage | ||||
Wilson Sons Serviços Marítimos Ltda. | Brazil | Maritime services | 100% | 100% |
| Brazil - | Bermuda - | |||
| For the year ended 31 December 2024 | maritime services | investments | Corporate | Consolidated |
| Result | ||||
Returns on investment portfolio | - | 20,463 | - | 20,463 |
Portfolio expenses | - | (3,527) | - | (3,527) |
Corporate expenses | - | - | (5,629) | (5,629) |
Finance income | - | - | 665 | 665 |
Finance costs | - | - | (156) | (156) |
Foreign exchange losses on monetary items | - | (90) | (544) | (634) |
Profit/(loss) from continuing operations | - | 16,846 | (5,664) | 11,182 |
Profit from discontinued operations | 107,938 | - | - | 107,938 |
Profit/(loss) for the year | 107,938 | 16,846 | (5,664) | 119,120 |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
• 71 •
| Brazil - | Bermuda - | |||
| For the year ended 31 December 2024 | maritime services | investments | Corporate | Consolidated |
| Financial position | ||||
Assets within disposal group held for sale | 1,100,920 | - | - | 1,100,920 |
Other current assets | - | 325,807 | 36,033 | 361,840 |
Segment assets | 1,100,920 | 325,807 | 36,033 | 1,462,760 |
Liabilities within disposal group held for sale | (622,738) | - | - | (622,738) |
Other current liabilities | - | (296) | (337) | (633) |
Segment liabilities | (622,738) | (296) | (337) | (623,371) |
| Other information | ||||
Capital additions | 55,784 | - | - | 55,784 |
Right-of-use assets additions | 999 | - | - | 999 |
| Brazil - | Bermuda - | |||
| For the year ended 31 December 2023 | maritime services | investments | Corporate | Consolidated |
| Result | ||||
Returns on investment portfolio | - | 29,120 | - | 29,120 |
Portfolio expenses | - | (3,278) | - | (3,278) |
Corporate expenses | - | - | (4,267) | (4,267) |
Finance income | - | - | 205 | 205 |
Finance costs | - | - | (10) | (10) |
Foreign exchange losses on monetary items | - | (19) | (61) | (80) |
Profit/(loss) from continuing operations | - | 25,823 | (4,133) | 21,690 |
Profit from discontinued operations | 81,382 | - | - | 81,382 |
Profit/(loss) for the year | 81,382 | 25,823 | (4,133) | 103,072 |
| Financial position | ||||
Current assets | 192,693 | 310,944 | 19,742 | 523,379 |
Investment in joint ventures and associates | 96,084 | - | - | 96,084 |
Property, plant and equipment | 614,099 | - | - | 614,099 |
Right-of-use assets | 198,508 | - | - | 198,508 |
Other intangible assets | 13,858 | - | - | 13,858 |
Goodwill | 13,597 | - | - | 13,597 |
Other non-current assets | 62,340 | - | - | 62,340 |
Segment assets | 1,191,179 | 310,944 | 19,742 | 1,521,865 |
Segment liabilities | (704,976) | (779) | (296) | (706,051) |
| Other information | ||||
Capital additions | 66,268 | - | - | 66,268 |
Right-of-use assets additions | 3,534 | - | - | 3,534 |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 72 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
4 Business and geographical segments (CONTINUED)
2024 | 2023 | |
Sales of services | 541,830 | 486,646 |
Raw materials and consumables used | (37,446) | (35,467) |
Employee charges and benefits expenses | (147,199) | (142,025) |
Other operating expenses | (124,191) | (109,049) |
Depreciation and amortisation expenses | (55,254) | (71,768) |
Gain on disposal of property, plant and equipment | 10,266 | 1,713 |
Foreign exchange (losses)/gains on monetary items | (1,205) | 326 |
Share of results of joint ventures and associates | 2,565 | 6,447 |
Other income | 10,367 | 7,593 |
Finance costs | (37,122) | (35,425) |
Profit before tax from discontinued operations | 162,611 | 108,991 |
Tax expense | (54,673) | (27,609) |
Profit from discontinued operations | 107,938 | 81,382 |
| Other comprehensive income | ||
| Items that will not be reclassified subsequently to profit or loss | ||
Post-employment benefits remeasurement | 111 | 32 |
| Items that will be or may be reclassified subsequently to profit or loss | ||
Exchange differences arising on translation of foreign operations | (28,497) | 8,831 |
Other comprehensive (loss)/income from discontinued operations | (28,386) | 8,863 |
Total comprehensive income from discontinued operations | 79,552 | 90,245 |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
• 73 •
2024 | 2023 | |
Cash and cash equivalents | 79,516 | - |
Trade and other receivables | 70,174 | - |
Recoverable taxes | 31,120 | - |
Inventories | 18,558 | - |
Other assets | 16,050 | - |
Investment in joint ventures and associates | 97,777 | - |
Deferred tax assets | 22,262 | - |
Property, plant and equipment | 578,576 | - |
Right-of-use assets | 161,917 | - |
Other intangible assets | 11,908 | - |
Goodwill | 13,062 | - |
Total assets held for sale | 1,100,920 | - |
Trade and other payables | (69,869) | - |
Bank loans | (276,708) | - |
Tax liabilities | (9,499) | - |
Deferred tax liabilities | (78,100) | - |
Lease liabilities | (177,742) | - |
Provisions for legal claims | (9,191) | - |
Post-employment benefits | (1,629) | - |
Total liabilities held for sale | (622,738) | - |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 74 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
5 Discontinued operations and disposal group held for sale (CONTINUED)
2024 | 2023 | |
| Operating activities | ||
Profit for the year | 107,938 | 81,382 |
| Adjustment for: | ||
Depreciation and amortisation | 55,254 | 71,768 |
Gain on disposal of property, plant and equipment | (10,266) | (1,713) |
Provisions for legal claims | 3,887 | (2,326) |
Share of results of joint ventures and associates | (2,565) | (6,447) |
Other income | (10,367) | (7,593) |
Finance costs | 37,122 | 35,425 |
Foreign exchange losses/(gains) on monetary items | 1,205 | (326) |
Share based payment expense in subsidiary | 142 | 306 |
Post-employment benefits | 177 | 185 |
Tax expense | 54,673 | 27,609 |
| Changes in: | ||
Inventories | (387) | (592) |
Trade and other receivables | 8,561 | (11,561) |
Other assets | 4,116 | (4,795) |
Trade and other payables | (1,770) | 13,173 |
Interest paid | (30,710) | (32,385) |
Taxes paid | (21,914) | (27,900) |
Net cash inflow from operating activities | 195,096 | 134,210 |
| Investing activities | ||
Income received from financial assets | 5,792 | 7,593 |
Purchase of property, plant and equipment | (55,211) | (65,136) |
Proceeds on disposal of property, plant and equipment | 12,359 | 1,958 |
Purchase of intangible assets | (573) | (1,132) |
Dividends received from joint ventures and associates | 1,087 | - |
Investment in joint ventures and associates | (27) | (7,520) |
Net cash used in investing activities | (36,573) | (64,237) |
| Financing activities | ||
Dividends paid to non-controlling interests | (38,505) | (25,248) |
Repayments of bank loans principal | (69,298) | (61,148) |
Payments of lease liabilities | (11,212) | (10,087) |
New bank loans drawn down | 39,540 | 53,259 |
Shares repurchased in subsidiary | - | (2,338) |
Issue of new shares in subsidiary under employee share option plan | 1,263 | 1,787 |
Net cash used in financing activities | (78,212) | (43,775) |
Cash and cash equivalents at beginning of year | 48,200 | 50,098 |
Net increase in cash and cash equivalents | 80,311 | 26,198 |
Dividends paid to parent company | (50,473) | (30,602) |
Effect of foreign exchange rate changes | 1,478 | 2,506 |
Cash and cash equivalents at end of year | 79,516 | 48,200 |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
• 75 •
2024 | 2023 | |
Earnings (net of expenses) | 13,406 | 2,022 |
Realised gains | 13,484 | 9,080 |
Unrealised (losses)/gains | (6,427) | 18,018 |
Investment portfolio returns | 20,463 | 29,120 |
2024 | 2023 | |
Management fees | (3,220) | (2,996) |
Investment portfolio operating expenses | (307) | (282) |
Investment portfolio expenses | (3,527) | (3,278) |
2024 | 2023 | |
Opening balance – 1 January | 309,158 | 272,931 |
Purchases | 60,541 | 42,674 |
Proceeds on disposal | (54,120) | (33,545) |
Realised gains | 13,484 | 9,080 |
Unrealised (losses)/gains | (6,427) | 18,018 |
Closing balance – 31 December | 322,636 | 309,158 |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 76 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
At the end of the reporting period, the Group had entered into commitment agreements with respect to the investment portfolio
for capital subscriptions. The classification of those commitments based on their expiry date is as follows:
2024 | 2023 | |
Within one year | 2,523 | 4,557 |
In the second to fifth year inclusive | 7,205 | 4,621 |
After five years | 34,035 | 44,585 |
Total commitment for capital subscriptions | 43,763 | 53,763 |
The exact timing of capital calls made in respect of the above commitments are at the discretion of the manager of the
underlying structure. If required, amounts expected to be settled within one year will be met from the realisation of liquid
investment holdings. There may be situations when commitments may be extended by the manager of the underlying structure
beyond the initial expiry date dependent upon the terms and condition of each individual structure.
Information about the Group’s financial instruments valuation and exposure to financial risks is included in note 29.
2024 | 2023 | |
Operating expenses | (1,271) | (1,216) |
Employee charges | (569) | (366) |
Legal fees | (2,624) | (1,584) |
Audit fees | (461) | (397) |
Directors’ fees | (704) | (704) |
Total corporate expenses | (5,629) | (4,267) |
8 Taxation
At the present time, no income, profit, capital or capital gains taxes are applicable to the Group’s operations in Bermuda
and accordingly, no expenses or provisions for such taxes have been recorded by the Group for its Bermuda operations. The
Company has received an undertaking from the Bermuda government exempting it from all such taxes until 31 March 2035.
During the year ended 31 December 2023, the Bermuda Corporate Income Tax Act of 2023 was enacted by the Bermuda
government, which may supersede such exemptions. As the Company is currently not in scope for this new legislation, the
exemptions provided by the Bermuda government undertaking still apply.
The operations in the maritime services segment are subject to Brazilian corporation tax and Brazilian social contribution tax
calculated at respectively 25% and 9% (2023: 25% and 9%) of the taxable profit for the year. Upon completion of the transaction
described in note 5, the Company will be subject to capital gain taxes in Brazil.
The results of the maritime services segment have been presented as discontinued operations for the current year and the
comparative information re-presented as if the operations had been discontinued from the start of the comparative period.
Further details are presented in note 5.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
• 77 •
2024 | 2023 | |
| Deferred tax arising from | ||
Tax depreciation | - | (39,933) |
Foreign exchange variance on loans | - | 1,105 |
Tax losses | - | 8,581 |
Profit on construction contracts | - | 14,426 |
Other timing differences | - | 12,841 |
Retranslation of non-monetary items | - | (39,789) |
Net deferred tax balance | - | (42,769) |
Deferred tax assets | - | 22,827 |
Deferred tax liabilities | - | (65,596) |
2024 | 2023 | |
Recoverable taxes – current | - | 47,708 |
Recoverable taxes – non-current | - | 20,680 |
Total recoverable taxes | - | 68,388 |
2024 | 2023 | |
Taxes payable – current | - | (10,831) |
Total taxes payable | - | (10,831) |
2024 | 2023 | |
Cash and bank deposits | 4,197 | 19,799 |
Time deposits | 34,650 | 19,920 |
Fixed income investments | - | 29,648 |
Total cash and cash equivalents | 38,847 | 69,367 |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 78 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
8 Taxation (CONTINUED)
2024 | 2023 | |
| Current | ||
Trade receivable for the sale of services | - | 46,381 |
Unbilled trade receivables | - | 20,936 |
Total gross current trade receivables | - | 67,317 |
Allowance for expected credit loss | - | (1,623) |
Trade receivables | - | 65,694 |
| Non-current | ||
Receivables from related parties | - | 11,494 |
Other receivables | - | 1,547 |
Total other receivables | - | 13,041 |
Total trade and other receivables | - | 78,735 |
2024 | 2023 | |
Prepayments | - | 4,560 |
Insurance claim receivable | - | 5,385 |
Employee advances | - | 2,636 |
Other current assets | - | 339 |
Total other current assets | - | 12,920 |
Escrow deposits | - | 3,101 |
Investments in maritime start-ups | - | 2,691 |
Total other non-current assets | - | 5,792 |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
• 79 •
2024 | 2023 | |
Operating materials | - | 15,648 |
Raw materials for third party vessel construction | - | 2,523 |
Total inventories | - | 18,171 |
| Proportion of ownership | |||
| Place of incorporation and | |||
| operation | 2024 | 2023 | |
| JOINT VENTURES | |||
| Logistics | |||
Porto Campinas Logística e Intermodal Ltda | Brazil | 50% | 50% |
| Offshore | |||
Wilson Sons Ultratug Participações S.A. | Brazil | 50% | 50% |
Atlantic Offshore S.A. | Panamá | 50% | 50% |
| ASSOCIATES | |||
Argonáutica Engenharia e Pesquisas S.A. | Brazil | 32.32% | 32.32% |
2024 | 2023 | |
| Joint ventures reconciliation: | ||
Total profit for the year | 4,697 | 12,712 |
Participation | 50% | 50% |
Share of profit for the year from joint ventures | 2,349 | 6,356 |
| Associates reconciliation: | ||
Total profit for the year | 667 | 281 |
Participation | 32.32% | 32.32% |
Share of profit for the year for associates | 216 | 91 |
Share of result of joint ventures and associates – discontinued operations | 2,565 | 6,447 |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 80 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
2024 | 2023 | |
| Joint ventures reconciliation: | ||
Total net assets | 204,605 | 204,655 |
Participation | 50% | 50% |
Group’s share of net assets of joint ventures | 102,303 | 102,328 |
| Associates reconciliation: | ||
Total net assets | 1,314 | 1,511 |
Participation | 32.32% | 32.32% |
Group’s share of net assets of associates | 425 | 488 |
| Adjustments for: | ||
Goodwill and surplus generated on associate purchase | 1,781 | 1,862 |
Cumulative elimination of profit on construction contracts | (6,732) | (8,594) |
Total adjustments | (4,951) | (6,732) |
Investment in joint ventures and associates – assets within disposal group held for sale | 97,777 | 96,084 |
2024 | 2023 | |
Opening balance – 1 January | 96,084 | 81,863 |
Share of result of joint ventures and associates | 2,565 | 6,447 |
Dividends from joint ventures and associates | (281) | - |
Elimination of profit on construction contracts | (28) | (81) |
Share of other comprehensive income of joint ventures and associates | (590) | 335 |
Capital increase | 27 | 7,520 |
Reclassification as assets held for sale | (97,777) | - |
Closing balance – 31 December | - | 96,084 |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
• 81 •
| Land, buildings | |||||
| and leasehold | Floating | Vehicles, plant | Assets under | ||
| improvements | Craft | and equipment | construction | Total | |
| Cost | |||||
At 1 January 2023 | 294,535 | 576,891 | 211,985 | 14,391 | 1,097,802 |
Additions | 12,096 | 12,547 | 16,662 | 23,831 | 65,136 |
Transfers | (27) | 22,248 | (1,284) | (20,937) | - |
Transfers from intangible assets | 25 | - | 8 | - | 33 |
Disposals | (511) | (75) | (1,985) | - | (2,571) |
Exchange differences | 14,238 | - | 13,664 | - | 27,902 |
At 1 January 2024 | 320,356 | 611,611 | 239,050 | 17,285 | 1,188,302 |
Additions | 6,312 | 24,720 | 19,086 | 5,093 | 55,211 |
Transfers | 829 | 22,204 | (1,312) | (21,721) | - |
Transfers from intangible assets | 190 | - | 19 | - | 209 |
Disposals | (2,635) | (5,448) | (4,593) | - | (12,676) |
Exchange differences | (44,966) | - | (43,493) | - | (88,459) |
Reclassification as held for sale | (280,086) | (653,087) | (208,757) | (657) | (1,142,587) |
At 31 December 2024 | - | - | - | - | - |
| Accumulated depreciation | |||||
At 1 January 2023 | 93,168 | 288,328 | 126,677 | - | 508,173 |
| Charge for the year – discontinued | |||||
operations | 9,330 | 33,647 | 12,489 | - | 55,466 |
Elimination on construction contracts | - | 2 | - | - | 2 |
Disposals | (406) | (70) | (1,850) | - | (2,326) |
Exchange differences | 5,008 | - | 7,880 | - | 12,888 |
At 1 January 2024 | 107,100 | 321,907 | 145,196 | - | 574,203 |
| Charge for the year – discontinued | |||||
operations | 7,268 | 26,794 | 8,927 | - | 42,989 |
Transfers | 3 | - | (3) | - | - |
Elimination on construction contracts | - | 42 | - | - | 42 |
Disposals | (1,150) | (5,268) | (4,165) | - | (10,583) |
Exchange differences | (16,737) | - | (25,903) | - | (42,640) |
Reclassification as held for sale | (96,484) | (343,475) | (124,052) | - | (564,011) |
At 31 December 2024 | - | - | - | - | - |
| Carrying Amount | |||||
At 31 December 2023 | 213,256 | 289,704 | 93,854 | 17,285 | 614,099 |
At 31 December 2024 | - | - | - | - | - |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 82 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
| Operational | Vehicles, plant | ||||
facilities | Floating craft | Buildings | and equipment | Total | |
| Cost | |||||
At 1 January 2023 | 195,332 | 19,602 | 3,081 | 10,132 | 228,147 |
Additions | 83 | 2,136 | 61 | 1,254 | 3,534 |
Contractual amendments | 9,146 | 10,197 | 70 | (93) | 19,320 |
Terminated contracts | - | - | (368) | (763) | (1,131) |
Exchange differences | 14,839 | 706 | 229 | 417 | 16,191 |
At 1 January 2024 | 219,400 | 32,641 | 3,073 | 10,947 | 266,061 |
Additions | - | - | 963 | 36 | 999 |
Contractual amendments | 7,861 | 4,522 | 414 | 379 | 13,176 |
Terminated contracts | - | - | (517) | (357) | (874) |
Exchange differences | (46,970) | (2,612) | (69) | (1,261) | (50,912) |
Reclassification as held for sale | (180,291) | (34,551) | (3,864) | (9,744) | (228,450) |
At 31 December 2024 | - | - | - | - | - |
| Accumulated depreciation | |||||
At 1 January 2023 | 27,646 | 12,035 | 1,511 | 8,256 | 49,448 |
| Charge for the year – discontinued | |||||
operations | 8,973 | 5,351 | 498 | 915 | 15,737 |
Terminated contracts | - | - | (326) | (651) | (977) |
Exchange differences | 2,300 | 492 | 198 | 355 | 3,345 |
At 1 January 2024 | 38,919 | 17,878 | 1,881 | 8,875 | 67,553 |
| Charge for the year – discontinued | |||||
operations | 6,708 | 4,347 | 409 | 601 | 12,065 |
Terminated contracts | - | - | (460) | (293) | (753) |
Exchange differences | (9,197) | (2,006) | (65) | (1,064) | (12,332) |
Reclassification as held for sale | (36,430) | (20,219) | (1,765) | (8,119) | (66,533) |
At 31 December 2024 | - | - | - | - | - |
| Carrying Amount | |||||
At 31 December 2023 | 180,481 | 14,763 | 1,192 | 2,072 | 198,508 |
At 31 December 2024 | - | - | - | - | - |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
• 83 •
Lease liabilities
The movement in lease liabilities is as follows:
2024 | 2023 | |
Opening – 1 January | (224,286) | (196,176) |
Additions | (999) | (3,534) |
Termination of contracts | 298 | 335 |
Contracts remeasurement | (13,176) | (19,320) |
Principal amortisation | 29,021 | 28,384 |
Interest – discontinued operations | (17,809) | (18,297) |
Exchange differences | 49,209 | (15,678) |
Reclassification as held for sale | 177,742 | |
Closing – 31 December | - | (224,286) |
2024 | 2023 | |
Operational facilities | - | (204,424) |
Floating craft | - | (15,625) |
Buildings | - | (1,984) |
Vehicles, plant and equipment | - | (2,253) |
Total | - | (224,286) |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 84 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
15 Lease arrangements (CONTINUED)
| Computer | Concession- | ||
| software | rights | Total | |
| Cost | |||
At 1 January 2023 | 41,822 | 15,825 | 57,647 |
Additions | 1,132 | - | 1,132 |
Transfers to property, plant and equipment | (33) | - | (33) |
Disposals | (41) | - | (41) |
Exchange differences | 735 | 462 | 1,197 |
At 1 January 2024 | 43,615 | 16,287 | 59,902 |
Additions | 573 | - | 573 |
Transfers to property, plant and equipment | (209) | - | (209) |
Disposals | (77) | - | (77) |
Exchange differences | (2,344) | (1,288) | (3,632) |
Reclassification as held for sale | (41,558) | (14,999) | (56,557) |
At 31 December 2024 | - | - | - |
| Accumulated amortisation | |||
At 1 January 2023 | 36,781 | 6,474 | 43,255 |
Charge for the year – discontinued operations | 1,570 | 427 | 1,997 |
Disposals | (41) | - | (41) |
Exchange differences | 574 | 259 | 833 |
At 1 January 2024 | 38,884 | 7,160 | 46,044 |
Charge for the year – discontinued operations | 976 | 317 | 1,293 |
Disposals | (77) | - | (77) |
Exchange differences | (1,905) | (706) | (2,611) |
Reclassification as held for sale | (37,878) | (6,771) | (44,649) |
At 31 December 2024 | - | - | - |
| Carrying amount | |||
31 December 2023 | 4,731 | 9,127 | 13,858 |
At 31 December 2024 | - | - | - |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
• 85 •
Tecon Rio Grande | Tecon Salvador | Total | |
| Carrying Value | |||
At 1 January 2023 | 10,940 | 2,480 | 13,420 |
Exchange differences | 177 | - | 177 |
At 1 January 2024 | 11,117 | 2,480 | 13,597 |
Exchange differences | (535) | - | (535) |
Reclassification as held for sale | (10,582) | (2,480) | (13,062) |
At 31 December 2024 | - | - | - |
2024 | 2023 | |
Trade payables and accruals | (633) | (44,179) |
Other payables | - | (226) |
Provisions for employee benefits | - | (25,279) |
Deferred income | - | (2,084) |
Total trade and other payables | (633) | (71,768) |
19 Bank loans
Bank loans are held within the maritime services segment, for which the results have been presented as discontinued operations
for the current year and the comparative information re-presented as if the operations had been discontinued from the start
of the comparative period, and for which the liabilities have been classified as part of a disposal group held for sale for the year
ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.
The movement in bank loans is as follows:
2024 | 2023 | |
Opening – 1 January | (324,201) | (321,891) |
Additions | (39,540) | (53,259) |
Principal amortisation | 69,298 | 61,148 |
Interest amortisation | 12,901 | 14,088 |
Accrued interest | (15,007) | (17,140) |
Exchange difference | 19,841 | (7,147) |
Reclassification as held for sale | 276,708 | - |
Closing – 31 December | - | (324,201) |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 86 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
The terms and conditions, carrying value and fair value of the bank loans, held in the maritime services segment and classified
as part of a disposal group held for sale, are as follows:
2024 | 2023 | ||||||
| Annual | |||||||
| interest | Year of | Carrying | Fair | Carrying | Fair | ||
Lender | Currency | rate % | maturity | value | value | value | value |
BNDES | linked to US Dollar | 3.1% | 2043 | (135,580) | (135,580) | (135,411) | (135,411) |
BNDES | linked to US Dollar | 2.2% | 2028 | (14,115) | (14,115) | (17,796) | (17,796) |
BNDES | linked to US Dollar | 3.1% | 2045 | (8,136) | (8,136) | (2,787) | (2,787) |
BNDES | Real | 9.9% | 2034 | (39,524) | (39,524) | (53,537) | (53,537) |
BNDES | Real | 8.7% | 2029 | (3,482) | (3,482) | (5,356) | (5,356) |
BNDES | Real | 11.1% | 2027 | (275) | (275) | (481) | (481) |
Banco do Brasil | linked to US Dollar | 2.5% | 2035 | (54,280) | (54,280) | (60,193) | (60,193) |
Bradesco | Real | - | - | - | - | (10,519) | (10,515) |
Banco Santander | linked to US Dollar | - | - | - | - | (10,279) | (10,270) |
Banco Santander | Real | 13.1% | 2025 | (5,217) | (5,210) | (6,744) | (6,582) |
CCB | Real | 12.8% | 2026 | (11,562) | (11,568) | (21,098) | (20,976) |
Itaú - NCE | linked to US Dollar | 6.1% | 2026 | (4,537) | (4,537) | - | - |
Total bank loans within liabilities held for sale | (276,708) | (276,707) | - | - | |||
Total bank loans | - | - | (324,201) | (323,904) |
Guarantees
The Group has pledged assets with a carrying amount of US$248.9 million (2023: US$262.4 million) to secure loans granted to
the Group. The assets pledged and the loans granted are both exclusively within the maritime services segment.
Some of the loan agreements rely on corporate guarantees from the Group’s subsidiary party to the agreement. For some
agreements, the corporate guarantees are in addition to the assignment of receivables, a pledge of the respective financed
tugboat or a lien over the logistics and port operations equipment financed.
Undrawn credit facilities
At 31 December 2024, the Group had US$81.9 million (2023: US$50.1 million) of undrawn borrowing facilities available in the
maritime services segment in relation to tugs construction, dry-docking and repair of tugs.
Covenants
Loan agreements with a carrying value of US$72.1 million (2023: US$93.5 million) include obligations related to financial
indicators that must be complied with annually, including EBITDA/Net operating revenue, EBITDA/Debt service, Equity/Total
assets and Net debt/EBITDA. At 31 December 2024 and 2023, the Group was in compliance with all covenants related to its loan
agreements.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
• 87 •
2024 | 2023 | |
Opening balance – 1 January | (2,047) | (1,737) |
Current service cost | (7) | (8) |
Interest expense | (161) | (168) |
Contributions to the plan | (9) | (9) |
Changes assumptions | 203 | (214) |
Experience adjustments | (78) | 231 |
Exchange differences | 470 | (142) |
Reclassification as held for sale | 1,629 | - |
Closing balance – 31 December | - | (2,047) |
2024 | 2023 | |
Annual interest rate | 9.44% | 8.66% |
Estimated inflation rate in the long-term | 3.00% | 3.00% |
Impact of 0.5% increase | 155 | 235 |
Impact of 0.5% decrease | (181) | (270) |
Medical cost trend rate | 5.58% | 5.58% |
Impact of 0.5% increase | (187) | (286) |
Impact of 0.5% decrease | 162 | 234 |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 88 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
21 Legal claims
In the normal course of its operations in Brazil, the Group is exposed to numerous local legal claims. The Group’s policy is to
vigorously contest those claims, many of which appear to have little substance or merit, and manage such claims through its
legal counsel.
Labour claims – Claims involving payment of health risks, additional overtime and other allowances.
Tax cases – Claims involving government tax assessments when the Group considers it has a chance of successfully defending
its position.
Civil – Claims involving indemnification for material damage, environmental and shipping claims and other contractual disputes.
Claims deemed probable and subject to reasonable estimation by management and its legal counsel are recorded as provisions,
whereas claims deemed only reasonably possible are disclosed as contingent liabilities. Both provisions and contingent
liabilities are subject to uncertainties around the timing and amount of possible cash outflows as the outcome is heavily
dependent on court proceedings.
Provisions for legal claims are held within the maritime services segment, for which the results have been presented as
discontinued operations for the current year and the comparative information re-presented as if the operations had been
discontinued from the start of the comparative period, and for which the liabilities have been classified as part of a disposal
group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further
details are presented in note 5.
The movement in provision for legal claims is as follows:
Labour claims | Tax cases | Civil cases | Total | |
At 1 January 2024 | (4,205) | (1,476) | (1,641) | (7,322) |
Additional provisions – discontinued operations | (826) | (2,619) | (1,632) | (5,077) |
Unused amounts reversed – discontinued operations | 557 | - | 79 | 636 |
Utilisation of provisions | 547 | - | 7 | 554 |
Exchange difference | 854 | 634 | 530 | 2,018 |
Reclassification as held for sale | 3,073 | 3,461 | 2,657 | 9,191 |
At 31 December 2024 | - | - | - | - |
The contingent liabilities at the end of each period are as follows:
Labour claims | Tax cases | Civil cases | Total | |
At 31 December 2023 | (7,312) | (75,982) | (13,536) | (96,830) |
At 31 December 2024 | (9,041) | (59,133) | (4,164) | (72,338) |
At 31 December 2024, other assets of US$2.2 million classified as part of a disposal group held for sale represent escrow
deposits required by the Brazilian legal authorities as security to contest legal actions.
At 31 December 2023, other non-current assets of US$3.1 million represent escrow deposits required by the Brazilian legal
authorities as security to contest legal actions.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
• 89 •
Revenues/(Expenses) | Receivable/(Payable) | |||
2024 | 2023 | 2024 | 2023 | |
| Joint ventures and associates | ||||
Wilson, Sons Ultratug Participações S.A. 1 | 1,603 | 964 | 6,459 | 11,437 |
Argonáutica Engenharia e Pesquisas S.A. 2 | (78) | (14) | (3) | (4) |
| Others | ||||
Hanseatic Asset Management LBG 3,4 | (3,220) | (2,996) | (276) | (759) |
Hansa Capital Partners LLP 5 | (32) | (30) | - | - |
2024 | 2023 | |
Short-term employee benefits 1 | (10,264) | (6,853) |
Post-employment benefits | (60) | (70) |
Share based payment expense | (141) | (306) |
Total remuneration of key management personnel | (10,465) | (7,229) |
Remuneration of key management personnel – continuing operations | (486) | (451) |
Remuneration of key management personnel – discontinued operations | (9,979) | (6,778) |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 90 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
2024 | 2023 | ||
| Authorised | |||
50,060,000 ordinary shares of 20p each (2023: 50,060,000 ordinary shares of 20p each) | 16,119 | 16,119 | |
| Issued and fully paid | |||
35,363,040 ordinary shares of 20p each (2023: | 35,363,040 ordinary shares of 20p each) | 11,390 | 11,390 |
2024 | 2023 | |||
| Number of | Number of | |||
shares | WAEP (R$) | shares | WAEP (R$) | |
Opening balance – 1 January | 3,747,000 | 7.90 | 5,427,600 | 7.12 |
Granted during the period | - | - | - | - |
Exercised during the period | (989,000) | 7.14 | (1,680,600) | 5.38 |
Expired during the period | (804,000) | 8.66 | - | - |
Outstanding at 31 December | 1,954,000 | 7.96 | 3,747,000 | 7.90 |
Exercisable at 31 December | 949,000 | 7.23 | 1,047,000 | 5.93 |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
• 91 •
25 Non-controlling interests
The information on the Group’s composition is presented in note 3. The non-controlling interests immaterial to the Group
originate from the Brazil – maritime services segment and are presented together as Other. The results of the maritime services
segment have been presented as discontinued operations for the current year and the comparative information re-presented
as if the operations had been discontinued from the start of the comparative period. Further details are presented in note 5.
The information related to non-controlling interests is as follows:
At and for the year ended 31 December 2024 | Wilson Sons S.A. | Other | Total |
Net assets attributable to non-controlling interest | 211,281 | 239 | 211,520 |
| From discontinued operations | |||
Profit allocated to non-controlling interest | 46,721 | 721 | 47,442 |
Other comprehensive income allocated to non-controlling interest | 12,330 | 65 | 12,395 |
Dividends to non-controlling interest | 37,996 | 509 | 38,505 |
At and for the year ended 31 December 2023 | Wilson Sons S.A. | Other | Total |
Net assets attributable to non-controlling interest | 214,218 | 92 | 214,310 |
| From discontinued operations | |||
Profit allocated to non-controlling interest | 34,899 | 1,125 | 36,024 |
Other comprehensive income allocated to non-controlling interest | 3,855 | (3) | 3,852 |
Dividends to non-controlling interest | 23,704 | 1,544 | 25,248 |
2024 | 2023 | |
30,059 | 24,754 |
2024 | 2023 | |
43,143 | 30,059 |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 92 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
24 Equity transactions in subsidiaries (CONTINUED)
27 Earnings per share
The calculation of the basic and diluted earnings per share is as follows:
2024 | 2023 | |
| Profit for the year attributable to equity holders of the Company | ||
From continuing operations | 11,182 | 21,690 |
From discontinued operations | 60,496 | 45,358 |
Weighted average number of ordinary shares | 35,363,040 | 35,363,040 |
Earnings per share from continuing operations – basic and diluted | 31.6c | 61.3c |
Earnings per share from discontinued operations – basic and diluted | 171.1c | 128.3c |
Earnings per share – basic and diluted | 202.7c | 189.6c |
The Company has no dilutive or potentially dilutive ordinary shares.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
• 93 •
2024 | 2023 | |||
| Carrying | Fair | Carrying | Fair | |
| value | value | value | value | |
| Financial assets | ||||
Cash and cash equivalents | 38,847 | 38,847 | 69,367 | 69,367 |
Investment portfolio | 322,636 | 322,636 | 309,158 | 309,158 |
Trade and other receivables | - | - | 78,735 | 78,735 |
| Financial assets within disposal group held for sale | ||||
Cash and cash equivalents | 79,516 | 79,516 | - | - |
Trade and other receivables | 70,174 | 70,174 | - | - |
| Financial liabilities | ||||
Trade and other payables | (633) | (633) | (71,768) | (71,768) |
Bank loans | - | - | (324,201) | (323,904) |
| Financial liabilities within disposal group held for sale | ||||
Trade and other payables | (69,869) | (69,869) | - | - |
Bank loans | (276,708) | (276,707) | - | - |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 94 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
Level 1 | Level 2 | Level 3 | Total | |
| 31 December 2024 | ||||
Investment portfolio | 53,879 | 151,521 | 117,236 | 322,636 |
Bank loans within disposal group held for sale | - | (276,708) | - | (276,708) |
| 31 December 2023 | ||||
Investment portfolio | 34,058 | 156,829 | 118,271 | 309,158 |
Bank loans | - | (324,201) | - | (324,201) |
2024 | 2023 | |
Balance at 1 January | 118,271 | 120,366 |
Transfers from Level 3 to Level 2 | - | (5,266) |
Purchases | 12,611 | 8,153 |
Proceeds on disposal | (1,305) | (8,314) |
Realised (losses)/gains | (6,424) | 3,943 |
Unrealised losses | (5,917) | (611) |
Balance at 31 December | 117,236 | 118,271 |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
• 95 •
2024 | 2023 | |
Decrease of 5% | (5,862) | (5,914) |
Decrease of 10% | (11,724) | (11,827) |
Decrease of 20% | (23,447) | (23,654) |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 96 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
29 Financial instruments (CONTINUED)
| More than | ||||||
Current | 1-30 days | 31-90 days | 91-180 days | 180 days | Total | |
| 31 December 2024 | ||||||
| Expected credit loss rate within disposal | ||||||
group held for sale | 0.09% | 0.09% | 3.79% | 14.10% | 62.94% | |
| Receivables for services within disposal | ||||||
group held for sale | 51,605 | 8,198 | 1,608 | 1,050 | 707 | 63,168 |
| Allowance for expected credit losses | ||||||
within disposal group held for sale | (47) | (7) | (61) | (148) | (445) | (708) |
| 31 December 2023 | ||||||
Expected credit loss rate | 0.04% | 0.04% | 2.56% | 19.63% | 64.73% | |
Receivables for services | 48,593 | 9,313 | 6,561 | 954 | 1,896 | 67,317 |
Allowance for expected credit losses | (17) | (3) | (168) | (187) | (1,248) | (1,623) |
Assets | Liabilities | |||
2024 | 2023 | 2024 | 2023 | |
Real | 182,541 | 205,428 | (395,239) | (461,336) |
Sterling | 11,539 | 13,575 | (20) | (20) |
Swiss Franc | - | 1,983 | - | - |
Euro | 20,140 | 15,747 | - | - |
Yen | 5,059 | 4,948 | - | - |
Total foreign currency denominated monetary items | 219,279 | 241,681 | (395,259) | (461,356) |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
• 97 •
| Possible | Remote | ||||
| Amount | Probable | scenario | scenario | ||
| Currency | (US$) | scenario | (25%) | (50%) | |
| 31 December 2024 | |||||
Projected exchange rate | 6.00 | 7.50 | 9.00 | ||
Total assets | BRL | 182,541 | 5,850 | (31,827) | (56,947) |
Total liabilities | BRL | (395,239) | (12,667) | 68,914 | 123,301 |
Net impact | (6,817) | 37,087 | 66,354 | ||
| 31 December 2023 | |||||
Projected exchange rate | 4.95 | 6.19 | 7.43 | ||
Total assets | BRL | 205,428 | (4,511) | (44,694) | (71,483) |
Total liabilities | BRL | (461,336) | 10,131 | 100,372 | 160,532 |
Net impact | 5,620 | 55,678 | 89,049 |
2024 | 2023 | |
Decrease of 5% | (16,132) | (15,458) |
Decrease of 10% | (32,264) | (30,916) |
Decrease of 20% | (64,527) | (61,832) |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 98 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
29 Financial instruments (CONTINUED)
| Possible | Remote | ||||
| Amount | Probable | scenario | scenario | ||
| Risk | (US$) | scenario | (25%) | (50%) | |
| 31 December 2024 | |||||
Borrowing | Brazilian Interbank Interest Rate | (16,779) | (107) | (247) | (382) |
Borrowing | Brazilian Long-Term Interest Rate | (275) | - | (3) | (6) |
Borrowing | Brazilian National Consumer Prices | (43,006) | - | (453) | (902) |
Borrowing | N/A (fixed interest rates) | (216,648) | - | - | - |
Investments | Brazilian Interbank Interest Rate | 43,423 | 1,466 | 2,948 | 4,429 |
Net impact | 1,359 | 2,245 | 3,139 | ||
| 31 December 2023 | |||||
Borrowing | Brazilian Interbank Interest Rate | (38,361) | 452 | (265) | (967) |
Borrowing | Brazilian Long-Term Interest Rate | (481) | - | (5) | (9) |
Borrowing | Brazilian National Consumer Prices | (58,893) | - | (663) | (1,319) |
Borrowing | N/A (fixed interest rates) | (226,466) | - | - | - |
Investments | Brazilian Interbank Interest Rate | 29,649 | (765) | (183) | 398 |
Net impact | (313) | (1,116) | (1,897) |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
• 99 •
| Weighted average | Less than 12 | ||||
| effective interest rate % | months | 1-5 years | 5+ years | Total | |
| 31 December 2024 | |||||
Trade payables and accruals | 0.00% | (29,927) | - | - | (29,927) |
Variable interest rate instruments | 10.04% | (24,986) | (24,485) | (19,019) | (68,490) |
Fixed interest rate instruments | 2.95% | (39,699) | (104,520) | (81,278) | (225,497) |
Lease liability | 13.39% | (46,703) | (151,445) | (591,550) | (789,698) |
Total contractual cash outflows | (141,315) | (280,450) | (691,847) | (1,113,612) | |
| 31 December 2023 | |||||
Trade payables and accruals | 0.00% | (44,179) | - | - | (44,179) |
Variable interest rate instruments | 11.06% | (26,595) | (50,002) | (33,384) | (109,981) |
Fixed interest rate instruments | 2.95% | (48,629) | (124,663) | (94,574) | (267,866) |
Lease liability | 13.07% | (30,196) | (95,752) | (382,424) | (508,372) |
Total contractual cash outflows | (149,599) | (270,417) | (510,382) | (930,398) |
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 100 •
SECTION FOUR / CONSOLIDATED FINANCIAL STATEMENTS
29 Financial instruments (CONTINUED)
2024 2023 2022 2021 2020
Income Statement
Continuing operations
Returns on investment portfolio 20,463 29,120 (47,947) 49,474 33,383
Investment portfolio expenses (3,527) (3,278) (3,249) (5,166) (3,315)
Corporate expenses (5,629) (4,267) (3,578) (3,162) (2,508)
Finance income 665 205 - - -
Finance costs (156) (10) - - -
Foreign exchange gains on monetary items (634) (80) (217) (110) (107)
Profit for the year from continuing operations 11,182 21,690 (54,991) 41,036 27,453
Profit for the year from discontinued operations 107,938 81,382 66,469 41,430 20,550
Profit for the year 119,120 103,072 11,478 82,466 48,003
Profit for the year attributable to:
Equity holders of the Company 71,678 67,048 (18,675) 63,687 38,712
Non-controlling interests 47,442 36,024 30,153 18,779 9,291
119,120 103,072 11,478 82,466 48,003
Statement of financial position
Current assets 1,462,760 523,379 467,343 518,523 492,769
Non-current assets - 998,486 933,944 861,824 861,093
Total assets 1,462,760 1,521,865 1,401,287 1,380,347 1,353,862
Current liabilities (623,371) (182,238) (153,236) (131,306) (124,276)
Non-current liabilities - (523,813) (493,925) (465,369) (485,879)
Total liabilities (623,371) (706,051) (647,161) (596,675) (610,155)
Net assets 839,389 815,814 754,126 783,672 743,707
Key Statistics
Earnings per share (US$) 202.7c 189.6c (52.8)c 180.1c 109.5c
Cash dividends per share paid (US$) 85.0c 70.0c 70.0c 70.0c 70.0c
Book value per share (US$) $23.74 $23.07 $22.69 $22.16 $21.03
Company share price at period closing £13.00 £12.00 £9.30 £9.32 £8.45
Company share price at period closing (US$) $16.27 $15.28 $11.24 $12.62 $11.55
• 101 •
Five Year Summary (Unaudited)
For the year ended 31 December 2024
(Expressed in thousands of US Dollars)
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
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OC
EAN WILS
O
NS H
O
LDIN
G
S LIMITED
20
24 ANNUAL REP
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Shareholder
Information
BERMUDA OFFICE
TðăðĊæÌÌīÐĮĮȚ
PO Box HM 2250
Hamilton HM JX
Bermuda
ZŨÆÐÌÌīÐĮĮȚ
Richmond House - 5th Floor
12 Par-la-Ville Road
Hamilton HM 08
Bermuda
BANKERS
HSBC Bank Bermuda Limited
37 Front Street
Hamilton HM 11
Bermuda
Lombard Odier & Cie SA
Rue de la Corraterie 11
1204 Geneva
Switzerland
REGISTERED OFFICE
TðăðĊæÌÌīÐĮĮȚ
PO Box HM 2250
Hamilton HM JX
Bermuda
ZŨÆÐÌÌīÐĮĮȚ
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
REGISTRARS
Conyers Corporate Services
(Bermuda) Limited
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
INVESTMENT MANAGER
Hanseatic Asset Management LBG
Le Truchot
Guernsey GY1 1WD
Channel Islands
BROKERS
Peel Hunt
100 Liverpool Street
London EC2M 2AT
United Kingdom
UK TRANSFER AGENT AND OCEAN WILSONS DIVIDEND ADDRESS
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds LS1 4DL
United Kingdom
AUDITOR
KPMG Audit Limited
Crown House
4 Par-la-ville Road
Hamilton HM 08
Bermuda
Directory
Notice of Annual General Meeting
Notice is hereby given that the 2025 Annual General Meeting of the Company will be held at the offices of Conyers Dill &
Pearman Limited, Richmond House, 12 Par-la-Ville Road, Hamilton HM 08, Bermuda on 30 April 2025 at 9:00am for the following
purposes:
1 To appoint a Chair of the meeting.
2 To confirm notice and quorum.
3 To receive and, if approved, adopt the Directors’ Report and Accounts for the year ended 31 December 2024.
4 To declare a dividend of US 122 cents per share.
5 To determine the maximum number of Directors for the ensuing year as nine and to authorise the Board of Directors
to fill any vacancy in their number left unfilled for any reason to serve until the conclusion of the next Annual General
Meeting.
6 To re-elect Ms Caroline Foulger as a Director until the next Annual General Meeting.
7 To re-elect Mr William Salomon as a Director until the next Annual General Meeting.
8 To re-elect Mr Andrey Berzins as a Director until the next Annual General Meeting.
9 To re-elect Mr Christopher Townsend as a Director until the next Annual General Meeting.
10 To re-elect Ms Fiona Beck as a Director until the next Annual General Meeting.
11 To re-appoint KPMG Audit Limited as the Auditor and to authorise the Directors to determine the remuneration of the
Auditor.
12 Ratification and confirmation of all and any actions taken by the Board of Directors and the persons entrusted with
Company’s management in the year ended 31 December 2024.
13 To consider, and if thought fit, approve the amendment of the bye-laws of the Company in the manner following,
namely:
a. by deleting bye-law number 171(a) in its entirety and substituting the following new bye-law number 171(a): “(a)
“acquire”, in relation to shares, means to be or become the legal or beneficial owner of shares whether directly
or indirectly and whether by the issue, transfer, purchase, exchange, conversion or renunciation of shares or
beneficial interest therein or otherwise howsoever, provided that (for the avoidance of doubt) any increase in
the proportion of shares in the Company held by any person as a result of any redemption or acquisition by the
Company of its own shares shall not be treated as an acquisition of shares for the purposes of Bye-laws 171
through 182.”;
b. by deleting bye-law number 172 in its entirety and substituting the following new bye-law number 172(a): “(a)
Unless the Panel otherwise consents and subject to Bye-laws 178 through 182 below, when any shares in the
Company are acquired by any person (other than as a result of the exercise of any option granted under an
employees’ share scheme) and, as a result of such acquisition, such person and persons acting in concert
with such person (if applicable) then between them or any of them hold shares which carry 30% or more of the
voting rights of the shares in the Company (and such person and persons (if applicable) did not immediately
prior to such acquisition between them or any of them hold shares which did so carry (disregarding, for this
purpose, any prior increase in the percentage of voting rights held by such person or persons as a result of any
redemption or acquisition by the Company of its own shares)), such person and if applicable each member of
the relevant concert party who is a Member (collectively the “Offeror”) shall together make an offer, on the basis
set out in Bye-law 173, to all the other holders of shares in the capital of the Company.”;
SECTION FIVE / SHAREHOLDER INFORMATION
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 104 •
c. by adding new bye-law number 172(b) below new bye-law number 172(a): “(b) For the avoidance of doubt, this Bye-
law 172 shall not oblige any person and persons acting in concert with such person (if applicable) to make any
such offer if the percentage of voting rights in the Company held by such person or persons increases to 30%
or more as a result of any redemption or acquisition by the Company of its own shares. In such circumstances
(and provided such person (together with any persons acting in concert with such person) has not subsequently
reduced its holding of shares carrying voting rights to below 30%), any subsequent acquisition of any shares
by such person (or any persons acting in concert with such person) which increases the percentage of voting
rights in the Company held by such person or persons shall be an acquisition to which Bye-law 172(a) applies.”;
and
d. by replacing the first reference to “Bye-law 172” in bye-law number 175(b), bye-law number 175(b)(i), bye-law
number 175(b)(ii) and bye-law number 175(b)(iii) with a reference to “Bye-law 175(a)”.
On Behalf of the Board
Conyers Corporate Services (Bermuda) Limited
Company Secretary
Clarendon House, Church Street, Hamilton HM 11, Bermuda
19 March 2025
Any member of the Company entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote
instead on their behalf. A proxy need not be a member of the Company.
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SECTION FIVE / SHAREHOLDER INFORMATION
OCEAN WILSONS HOLDINGS LIMITED 2024 ANNUAL REPORT
• 106 •
Form of Proxy
* I / We
* of
being a Member of Ocean Wilsons Holdings Limited, hereby appoint Ms Caroline Foulger, or failing her, any Director of the Company as
my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 30 April 2025 at 9:00am
(Bermuda time) and at any adjournment thereof. The proxy will vote on the Resolutions as indicated opposite.
Or
as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 30 April 2025 and at
any adjournment thereof. The proxy will vote on the Resolutions as indicated opposite.
FOR AGAINST WITHHELD
1 To receive and, if approved, adopt the Directors’ Report and Accounts for the year ended 31
December 2024.
2 To declare a dividend of US 122 cents per share.
3 To determine the maximum number of Directors for the ensuing year as nine and authorise
the Board of Directors to elect or appoint on the Members’ behalf a person or persons to
act as additional Directors up to such maximum number to serve until the conclusion of the
next Annual General Meeting.
4 To re-elect Ms Caroline Foulger as a Director until the next Annual General Meeting.
5 To re-elect Mr William Salomon as a Director until the next Annual General Meeting.
6 To re-elect Mr Andrey Berzins as a Director until the next Annual General Meeting.
7 To re-elect Mr Christopher Townsend as a Director until the next Annual General Meeting.
8 To re-elect Ms Fiona Beck as a Director until the next Annual General Meeting.
9 }ďīÐȭĨĨďðĊĴNqT:ķÌðĴOðĉðĴÐÌĮĴìÐķÌðĴďīĊÌķĴìďīðĮÐĴìÐ#ðīÐÆĴďīĮĴďťŘĴìÐ
remuneration of the Auditor.
10 tĴðťÆĴðďĊĊÌÆďĊťīĉĴðďĊďåăăĊÌĊřÆĴðďĊĮĴāÐĊÅřĴìÐďīÌďå#ðīÐÆĴďīĮĊÌĴìÐ
persons entrusted with Company’s management in the year ended 31 December 2024.
11 }ďÆďĊĮðÌÐīĊÌșðåĴìďķæìĴťĴșĨĨīďŒÐĉÐĊÌĉÐĊĴĮĴďĴìÐÅřÐȭăœĮďåĴìÐďĉĨĊřĮďĮ
to (i) ensure that the mandatory offer provisions (under bye-laws 171 to 182 (inclusive)) do not
require a shareholder to make a mandatory offer for the Company in circumstances where
that shareholder’s percentage shareholding increases to 30% or more only as a result of
the Company repurchasing shares from other shareholders and (ii) correct certain cross-
referencing errors in bye-law 175.
Signature Dated 2025
Notes
(1) If any other proxy is preferred, delete the names inserted above and add the name of the proxy whom you wish to appoint, and initial the alteration.
(2) Please indicate by a cross in the appropriate box how you wish your proxy to vote. If no indication is given your proxy will abstain or vote as he/she
thinks fit.
(3) To be valid, the proxy should be deposited at the Transfer Agents of the Company, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS
14DL, United Kingdom, no less than 48 hours before the time for the Meeting by 9:00am Bermuda time on 30 April 2025.
(4) In the case of a corporation, this proxy must be under its Common Seal or under that of an Officer or Attorney duly authorised in writing.
(5) In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of
the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members, in respect
of the joint holding.
* PLEASE INSERT YOUR FULL NAME AND ADDRESS INBLOCK CAPITALS.
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