Hansa Trust – Annual Financial Report

Dear Shareholder

Shareholder returns

Hansa Investment Company Limited (HICL, “the Company”) has increased Net Asset Value from 378.8p at 31 March 2024 to 384.2p per share at 31 March 2025. In addition, shareholders have also received dividends of 3.2p per share during the period.

There has been a reduction in the discount from 44.6% to 38.8% for the Ordinary shares and from 46.1% to 43.5% for the ‘A’ Ordinary shares as at 31 March 2025.

More details about our results and longer-term performance can be found further on as well as in our Portfolio Manager’s detailed review of markets and portfolio performance in his report.

Strategy

Alec Letchfield and his team at Hansa Capital Partners (HCP, “the Manager”, “the Portfolio Manager”), supported by the Board, have continued with their strategy of diversification, both as to geographic spread and investment styles, with a strong emphasis on retaining investment in top class managers whilst seeking new opportunities. He continues to keep turnover to a minimum and has avoided overreacting to the present volatile environment.

Ocean Wilsons Holdings Limited

It has been an exceedingly active period for Ocean Wilsons Holdings Limited (OWHL, “Ocean Wilsons”). There are a number of important announcements I should like to update you on.

Sale of Wilson Sons

Ocean Wilsons agreed on 21 October 2024 to sell its 56.47% holding in Wilsons Sons Holdings Brasil S.A. (“Wilson Sons”) to SAS Shipping Agencies Services (“SAS”), a wholly owned subsidiary of MSC Mediterranean Shipping Company for R$4.4b – the equivalent of R$17.50 per share. The sale was subject to a number of regulatory approvals, the last of which was received on 20 May 2025, making the sale unconditional. Ocean Wilsons subsequently received approximately US$ 594m net of all costs and relevant Brazilian taxes on 4 June 2025.

Ocean Wilsons tender offer

Following the completion of the sale of Wilson Sons, Ocean Wilsons announced a tender offer for up to 7,072,608 shares in the company, being the maximum that can be purchased without becoming a “close company” under the UK Corporation Tax Act 2010. The tender offer is being run with the strike price set by way of a reverse Dutch auction, whereby OWHL shareholders are able to elect the price at which they tender their shares. The tender offer opened on 18 June 2025 and will close on 18 July 2025 with the result expected to be announced on 21 July 2025. HICL will not participate in the tender offer in light of the possible combination of HICL and Ocean Wilsons as described in more detail below.

Possible combination of the Company with Ocean Wilsons

On 17 June 2025, the Company released a joint statement with Ocean Wilsons to announce we had reached preliminary agreement on the key terms of a possible all-share combination of HICL and Ocean Wilsons, under which HICL would acquire Ocean Wilsons (“the Possible Combination”).

Following the announcement of the sale of Wilsons Sons, we had been giving consideration to the options regarding the Company’s strategic position in Ocean Wilsons. The Board concluded that the Possible Combination presents an attractive proposition for shareholders. It will create an investment company with total net assets of in excess of £900m under a simplified group structure, which the Board believes will broaden the appeal of the Company among investors and enhance the liquidity of the shares. It will also allow HICL to generate an uplift in the carrying value of Ocean Wilsons by reporting it at net asset value (rather than share price) and simplify its investment proposition.

The Company has also agreed a new tiered investment management fee structure in connection with the Possible Combination. The revised fees will be at a reduced rate of 0.8% of NAV up to £500m and 0.7% of NAV thereafter, as compared to the existing management fee of 1.0%. A combination of cost efficiencies from the increased scale of the Company and the lower blended management fee rate will result in a lower ongoing charges ratio.

Further, the Board will, following the proposed Combination, introduce a new capital allocation policy which is expected to enhance returns over time and is outlined below.

We will make further announcements in relation to the Possible Combination in due course.

Capital allocation, share buyback and dividend policies

As promised in my half year report, the Board has given active consideration to its future policies for capital allocation, share buybacks and dividends. As outlined above, as part of the Possible Combination, the Board proposes a Capital Allocation policy that:
(i) prioritises annual share buybacks of between 2% and 4% of its shares; and
(ii) pay dividends only to the extent required to ensure that the new combined company is not treated as a non-mainstream pooled investment. In anticipation of the above, the Company will not announce any interim dividends ahead of any shareholder vote regarding the Possible Combination. The Board would assess the Company’s options should the Possible Combination not proceed.

Prospects

Forecasting the future direction of markets has always been perilous; however, the present situation which includes regional conflict wars, unresolved tariff discussions, Presidential challenges to Fed policy and government debt mountains amongst other things, makes it impossible to be confident in forecasting anything.

We have been fortunate to have Alec Letchfield’s steady hand on the investment tiller during these times of choppy waters.

I am very optimistic about the proposed Possible Combination and both the immediate and long-term benefits it will bring to all HICL shareholders.

FATCA/CRS

As you will have seen in several of my previous statements, as a Bermudan-incorporated Investment Company, HICL is required to comply with Bermuda’s specific laws relating to FATCA and CRS annual filings. For the Company to be compliant with these rules, it must have a record of each direct certificated shareholder’s tax residency verified by the individual shareholder themselves. In a continuing effort to comply with these regulations, the Company has started using its powers, within the Amended and Restated Byelaws of the Company adopted on 2 August 2024, to require shareholders to supply it with the relevant information, accordingly, several notices have been served to shareholders who are missing self-certification data.

Asset reunification

The Company is pleased to report early success with its asset reunification project being undertaken in conjunction with Georgeson. Following Georgeson’s work, several shareholders have been reunited with their shareholdings and unclaimed dividends. Georgeson also advised the Board of a number of shareholders they were unable to trace. The Board considered those untraceable shareholdings for their eligibility to the Company’s share forfeiture process, which sells the shares of untraceable shareholders in the market returning the sales proceeds to the Company. This benefits existing shareholders by returning dormant shares to the freefloat in the market, assisting liquidity, returns the net sale proceeds to the Company and, importantly, improves compliance with FATCA/CRS legislation. The Company’s Bye-Laws specify how the process works. For a shareholding to be eligible for forfeiture, there are two key tests to consider during the period of the past six years. Either, that the shareholder has not claimed a dividend during the six year period, despite at least three having become payable. Or, that the shareholder has been uncontactable for at least two calendar years and being the most recent two years of the six year period. Therefore, in accordance with Bye-Law 15.3 and after final notices were sent to their last known contact addresses, their shares have been sold and the net proceeds of the sale, together with any unclaimed dividends, have been forfeited to the Company. During the year to 31 March 2025, the Company has received £76,000 through this process following the sale of 27,525 of shares across both share classes.

Shareholder event

As you may recall, we held a successful shareholder event in London on 25 September 2024. The event was live streamed for those you who could not attend in person. It is our intention to hold a similar event on 23 September 2025. Details will be announced nearer the time.

ESG matters

The Board remains responsible for the Company’s ESG policies and we continue to adopt our Investment Manager’s Responsible Investing Policy. The Manager revised its policy most recently in May 2023 to reflect advancements in ESG principles and to ensure the policy aligns with evolving standards and best practice within the industry.

The Hanseatic Group, of which our Manager is a part, has continued to be a signatory to the UN PRI, the UN-supported initiative which aims to promote ESG factors within investment decision-making. Following a second application during the summer of 2024, I am pleased to report that the Manager again received very favourable feedback from the UN PRI on its policies.

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

Key Performance Indicators (KPIs)

The Board has completed its annual review of our KPIs and decided to maintain our previous investment stance.

Board composition

As mentioned in my half year report, Nadya Wells chose not to stand for re-election to the HICL Board at the AGM.

Simona Heidempergher, as Chair of our Nominations Committee, worked with an independent search firm to conduct a thorough search for a replacement for Nadya. I am delighted to say that Pedro Goncalves agreed to join our Board and was officially appointed on 6 February 2025. Pedro brings a wealth of experience in asset management and was also an appointed advisor to the Portuguese Government during the successful changes made to economic policy about ten years ago.

Annual General Meeting (AGM)

The Company’s AGM will be held on 5 August 2025 in Bermuda. You will find the Notice of AGM and associated notes further on in  this Annual Report.

I should like to express my gratitude to my fellow Board members, as well as Alec Letchfield and his team at Hansa Capital Partners, for their dedication during the past year. As always, we appreciate the support of our shareholders and look forward to delivering on the Possible Combination.

Long-term performance

Ten-year company performance statistics

As at 31 March	Shareholders’ Funds	Net Asset Value per share – Ordinary and ‘A’ Ordinary	Annual dividends	Ordinary	‘A’ Ordinary	Ordinary	‘A’ Ordinary
2025	£461.1m	384.2p	3.2p	235.0p	217.0p	38.8%	43.5%
2024	£454.6m	378.8p	3.2p	210.0p	204.0p	44.6%	46.1%
2023	£367.0m	305.8p	3.2p	174.0p	170.5p	43.1%	44.2%
2022	£382.9m	319.1p	3.2p	198.5p	193.0p	37.8%	39.5%
2021	£367.9m	306.6p	3.2p	198.0p	198.5p	35.4%	35.3%
2020	£276.3m	230.2p	3.2p	130.9p	135.5p	43.1%	41.2%
2019	£337.3m	281.1p	3.2p	195.5p	195.0p	30.5%	30.6%
2018	£323.1m	269.3p	3.2p	198.5p	195.5p	26.3%	27.4%
2017	£307.5m	256.3p	3.2p	173.3p	169.6p	32.4%	33.8%
2016	£255.6m	213.0p	3.2p	146.0p	145.1p	31.5%	31.9%

The table includes information relating to HICL and historic information relating to Hansa Trust. The years ended 2020-2025 notes HICL information. The historic year ends 2016-2019 all relate to Hansa Trust. So that data is consistent and comparable, the historic data in columns “Net Asset Value per share”, “Annual dividends” and “Share price (mid)” have been restated to reflect that, as part of the redomicile of the business of Hansa Trust to HICL in August 2019, HICL issued five times as many shares in each share class of HICL as there were in Hansa Trust.

To 31 March 2025	1 year	3 years	5 years	10 years
Total Return (%)
Ordinary shares	13.5%	24.3%	94.9%	62.8%
‘A’ non‑voting Ordinary shares	8.0%	18.2%	74.1%	56.7%
NAV	2.3%	23.9%	75.6%	89.6%