Category: Energy

MIL-OSI Africa: Société Nationale des Pétroles du Congo (SNPC) Maixent Raoul Ominga to Speak at Invest in African Energy (IAE) 2025

Source: Africa Press Organisation – English (2) – Report:

PARIS, France, March 25, 2025/APO Group/ —

The Invest in African Energy (IAE) Forum in Paris is pleased to announce Maixent Raoul Ominga, Director General of Société Nationale des Pétroles du Congo (SNPC), as a speaker, with SNPC also serving as a Gold Sponsor of the event. Ominga will contribute to discussions on Monetizing Congo’s Gas Opportunities, offering insights into the country’s substantial natural gas potential and the strategies being implemented to unlock its value.

Congo’s gas sector is set for expansion, with significant developments aimed at maximizing its full potential. Eni’s Congo LNG project stands as a key pillar – eyeing production expansion up to four billion cubic meters per year by 2025 – strengthening the country’s position in the global energy market. Wing Wah’s Banga Kayo gas monetization project further accelerates this growth by optimizing stranded gas resources and supplying the domestic market with essential refined products. Additionally, the implementation of a new gas code and the development of a comprehensive gas master plan, which SNPC is actively helping to shape, will provide a clear regulatory framework and long-term strategy to attract investment, drive infrastructure development and optimize gas resource utilization.

IAE 2025 (https://apo-opa.co/4hNID0n) is an exclusive forum designed to facilitate investment between African energy markets and global investors. Taking place May 13-14, 2025 in Paris, the event offers delegates two days of intensive engagement with industry experts, project developers, investors and policymakers. For more information, please visit www.Invest-Africa-Energy.com. To sponsor or participate as a delegate, please contact sales@energycapitalpower.com.

As Director General of SNPC, Ominga offers deep expertise in Congo’s energy sector, with a focus on gas exploration, infrastructure development and international partnerships. The Monetizing Congo’s Gas Opportunities session will highlight the country’s untapped gas resources, exploring how Congo can leverage its natural assets for economic growth and regional energy security. The forum will also address the critical roles of investment, innovation and collaboration among public and private stakeholders.

Congo is currently pursuing a major investment drive to attract global capital to its oil and gas sector. SNPC’s participation at IAE 2025, along with its role as a Gold Sponsor, represents a key stop on the country’s roadshow to engage European and international investors, highlighting its promising hydrocarbon exploration and gas monetization prospects. With a strategic focus on driving project investments and maximizing investor returns, IAE 2025 offers the ideal platform to foster high-level discussions and connect Congo with potential partners and investors to support the sector’s growth and long-term success

MIL OSI Africa –

March 26, 2025
MIL-OSI Europe: Written question – Addressing problems relating to the Greece-Cyprus electricity interconnection project – E-001111/2025
Source: European Parliament
Question for written answer E-001111/2025
to the Commission
Rule 144
Yannis Maniatis (S&D)

Further to my letter of 20 January 2025, addressed to the High Representative and the Commissioner for Energy, concerning the need for EU initiatives to address Turkish acts of provocation that are hampering the implementation of the Great Sea Interconnector (GSI), and in view of recent reports in the Greek press, which state that the project promoter (ADMIE) has suspended payments to cable manufacturing and laying company Nexans, leading to the departure of the research vessels from Greece because they have been unable to enter international waters (but within the boundaries of the internationally recognised Greek/European EEZ based on the agreement between Greece and Egypt) for months due to geopolitical reasons (the acts of provocation began in July 2024), can the Commission answer the following:

1.Concerning risks to the project implementation schedule and the EUR 657 million that has been earmarked or the amount which the CEF has disbursed for the project, are there any, have any been foreseen and are any being addressed?

2.Has the Greek Government informed the Commission of the above developments and, if so, have joint initiatives been taken to protect this strategic European energy infrastructure project (PCI)?

3.Given that the project is ‘encounter[ing] significant implementation difficulties’ and that Cyprus is the only EU Member State that is not connected to the European electricity grid, is the Commission planning on ‘designat[ing] a European coordinator’ (Article 6 of Regulation (EU) 2022/869), as it did for the Baltic states?

Submitted: 14.3.2025
Last updated: 25 March 2025
MIL OSI Europe News –
March 26, 2025
MIL-OSI Russia: With the support of Rosneft, a Congress of Reindeer Herders was held in Yakutia

Translartion. Region: Russians Fedetion –

Source: Rosneft – Rosneft – An important disclaimer is at the bottom of this article.

With the support of Taas-Yuryakh Neftegazodobycha (part of Rosneft), the IV Congress of Reindeer Herders was held in the Republic of Sakha (Yakutia). The large-scale event was attended by more than 250 participants from 20 districts of the republic, as well as guests from Mongolia and China.

The congress is held in Yakutia once every four years and is of great importance for the indigenous peoples of the North, traditionally engaged in reindeer herding – the Evens, Evenks, Dolgans, Yukaghirs and others.

Preservation of the national culture of the indigenous peoples of the North and their traditional way of life is one of the significant areas of Rosneft’s social policy. The Company’s enterprises implement many social projects in the regions of their operations, develop the infrastructure of northern villages, help reindeer herder families, improve the material and technical base of educational institutions, social and medical facilities in the areas of original residence of indigenous peoples.

The head of the Republic of Sakha (Yakutia) Aisen Nikolaev took part in the opening of the Reindeer Herders’ Congress and thanked Rosneft for its assistance in organizing such a large-scale event.

During the Congress, its participants discussed issues related to preserving the traditional way of life, attracting young people to the ancient national trade and other relevant topics. The Arctic State Agrotechnological University held advanced training courses for reindeer herders.

The congress ended with the Republican Games of Reindeer Herders – a bright celebration of national culture and sporting traditions. Participants competed in reindeer sled races, lasso throwing, towing a skier on a reindeer, and a combined relay race. The spectacular competitions were supplemented by performances by ethnic creative groups, a display of traditional national clothing and stylized clothing of the indigenous peoples of the North of Yakutia.

The event also included a children’s drawing competition “Reindeer”, a photography exhibition “World of Nomadism”, an exhibition-fair of folk crafts and a republican competition “Nomadic Family”.

Reference:

Taas-Yuryakh Neftegazodobycha is developing 11 licensed areas, including the Central Block and the Kurungsky licensed area of the Srednebotuobinskoye oil and gas condensate field, which is one of the three largest assets of Rosneft Oil Company in the East Siberian oil cluster.

Department of Information and Advertising of PJSC NK Rosneft March 25, 2025

Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.

MIL OSI Russia News –

March 26, 2025
MIL-OSI United Kingdom: Call for targeted energy bill support

Source: Scottish Government

Working group proposals put to UK Government

The Scottish Government has called on UK Government ministers to urgently deliver a targeted energy bill discount to protect customers in greatest need and drive down high fuel poverty rates.

The final report of the Social Tariff Working Group – comprising energy suppliers, consumer and fuel poverty groups and disabled people’s organisations – published today, recommends targeted energy bill support to address the issue of unaffordable bills, plus a move beyond determining eligibility based on receipt of benefits.

The group concluded that support applied automatically to eligible households, using metrics based on a combination of household income, medical need and rurality would have a positive impact.

Acting Climate Action Minister Alasdair Allan said:

“High energy prices remain the single greatest driver of fuel poverty in Scotland, and we have taken various steps – within the limits of our devolved powers – aimed at raising household incomes and improving energy efficiency. We have reinstated the Winter Fuel Payment for pensioners; we have increased funding for Warmer Homes Scotland by £20 million, helping around 1,500 more households save on energy bills; and we have committed a further £20 million for the Scottish Welfare Fund to support the most vulnerable people.

“However, this is not enough to drive down stubbornly high fuel poverty rates and energy prices continue to rise. Targeted bill support is urgently needed to ensure that consumers are protected against high costs at source and can afford all their energy needs.

“We have worked very productively with energy providers and advice groups to come up with a deliverable scheme, and the final report demonstrates clear consensus on the way forward. However, the fundamental levers to make a difference are with the UK Government.

“Existing one-off flat rate rebates are insufficient and are not a long-term solution, and the UK Government must urgently deliver a unit rate discount, with the level of discount proportionate to need. The outputs from our group must act as a foundation and mainstay of a revised strategy, providing a signal of intent and leadership by the UK Government in tackling fuel poverty at source.”

The group considered fuel eligibility, consumer eligibility and data, level and form of support, and funding, as well as feedback from frontline advisers and campaigners.

Its conclusions differ from previous models which would have meant moving customers on to a different tariff, thereby removing them from the competitive market and from other means of saving money.

Background

Energy: Social Tariff Working Group – gov.scot

Letter to UK Government Energy Consumers Minister Miatta Fahnbulleh

MIL OSI United Kingdom –

March 25, 2025
MIL-OSI Russia: With the support of Rosneft, an inclusive sports festival was held in Krasnoyarsk

Translartion. Region: Russians Fedetion –

Source: Rosneft – Rosneft – An important disclaimer is at the bottom of this article.

The multi-sport inclusive festival for children and teenagers with disabilities “Games on the Yenisei” was organized in Krasnoyarsk by the public organization “Open Hearts” with the financial support of NK Rosneft.

The tournament program combined traditional and innovative digital disciplines adapted for different levels of training. More than one hundred athletes from seven regions of the country competed in four sports: sledge hockey (the Paralympic version of classic hockey), alpine skiing, eSports and phygital sports. In addition, the festival included a GTO platform, where each participant could try their hand at passing standards for endurance, coordination and agility.

An important step in the development of adaptive disciplines was the presentation of a new VR application for training and training in sledge hockey. The application interface is adapted to the individual needs of sledge hockey players: with the help of VR glasses and specialized controllers, athletes with disabilities can improve their skills in a virtual environment, improving their preparation for real games.

RN-Vankor actively supports the development of adaptive sports in the region. With the support of oil workers, the sledge hockey team “Red Lightning” trains, and its members are already demonstrating success.

Sports development is one of the significant areas of Rosneft’s social policy. The company supports amateur sports and carries out large-scale work to popularize a healthy lifestyle among both its employees and the population in the regions where it operates. Rosneft also finances the construction of ice arenas, sports complexes, and multifunctional sports grounds in the regions where it operates.

Reference:

RN-Vankor LLC, a subsidiary of Rosneft Oil Company, is the operator of the Vostok Oil project. It includes the Vankor cluster fields (Vankorskoye, Suzunskoye, Tagulskoye and Lodochnoye), as well as the Payakhsky cluster, located in the north of Krasnoyarsk Krai.

Department of Information and Advertising of PJSC NK Rosneft March 25, 2025

Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.

MIL OSI Russia News –

March 25, 2025
MIL-OSI United Kingdom: £3.4 million funding awarded to city council to improve energy efficiency of council homes

Source: City of Winchester

Winchester City Council has been awarded £3,458,753 to improve the energy ratings of its council homes following a successful bid for funding to the Department for Energy Security and Net Zero.

The grant, provisionally allocated to the council as part of the Warm Homes: Social Housing Fund, is the highest individual allocation to be received by a Hampshire local authority although some councils are part of larger consortium bids.

With support from the newly announced funding, the council aims to bring improvements to 672 homes over the next three years by making use of energy-saving technology such as air source heat pumps, solar panels and solar batteries, as well as building fabric improvements such as cavity wall and loft insulation.

The new funding will continue work delivered by the city council’s Energy Saving Homes Programme, which has been improving the energy efficiency of council homes, helping to save tenants money on their energy bills and reduce the homes’ carbon footprints.

Works taking place to upgrade the roof of a Swedish cottage in Shedfield

So far, the council has already delivered upgrades to 600 properties, raising their energy ratings as part of its Energy Saving Homes programme.

Speaking about the new funding, Cabinet Member for Housing Cllr Chris Westwood said:

“Our Energy Saving Homes programme is already having a really significant impact, reducing costs for our tenants and bringing down the carbon footprint of our homes. I’m really pleased we’ve been able to successfully bid for further funding that will allow us to carry out even more energy efficiency improvements, meaning more of our tenants will benefit from cheaper bills and warmer homes as part of our efforts to become greener faster.”

Last Updated: Tuesday 25 March 2025

MIL OSI United Kingdom –

March 25, 2025

MIL-OSI Australia: New cost of living tax cuts under Labor

Source: Australian Parliamentary Secretary to the Minister for Industry

The Albanese Government will deliver two more tax cuts to every Australian taxpayer in 2026 and 2027, adding to the first round that Labor delivered in July last year.

Every Australian taxpayer gets another tax cut from next year – all 14 million, not just some.

This will give a top up to every taxpayer, right up and down the income scale.

Labor’s new tax cuts are modest but they will make a difference.

Combined with Labor’s first round of tax cuts, the average tax cut is expected to be around $43 per week or more than $2,200 in 2026–27, and around $50 per week or more than $2,500 in 2027–28.

It’s a bit of extra help for every taxpayer and it tops up our tax cuts that started flowing on 1 July 2024.

Labor’s new tax cuts will be phased in over two years, ensuring our fiscal settings are consistent with inflation remaining sustainably in the target band.

Last year, we cut two rates and lifted two thresholds to deliver tax cuts for all Australian taxpayers, including around three million people who would have missed out completely under Scott Morrison’s policy from before the election.

The Albanese Labor Government will cut income taxes further over two years:

From 1 July 2026, we will reduce the 16 per cent tax rate to 15 per cent (for income between $18,201 and $45,000).
From 1 July 2027, this tax rate will be reduced further to 14 per cent.

As a result of these changes:

All 14 million Australian taxpayers will receive a tax cut, on top of our tax relief that’s already rolling out.
Every Australian taxpayer earning above $45,000 (around 80 per cent of taxpayers) will get an extra tax cut of $268 in 2026–27 and $536 from 2027–28, compared to 2024–25 settings.
A worker on average earnings ($79,000) will get an extra tax cut of $268 in 2026–27 and $536 per year from 2027–28.
Every Australian taxpayer earning between $18,201 and $45,000 will get an extra tax cut of up to $268 in 2026–27 and up to $536 from 2027–28, compared to 2024–25 settings.
A person earning $40,000 will get an extra tax cut of $218 in 2026–27 and $436 every year from 2027–28.

Combined with Labor’s first round of tax cuts:

The average tax cut is expected to be around $43 per week or more than $2,200 in 2026–27, and around $50 per week or more than $2,500 in 2027–28, compared with 2023–24 settings.
An average earner will receive total tax relief of $1,922 in 2026–27 and $2,190 per year from 2027–28, compared to 2023–24 tax settings.
The average income earner will pay around $30,000 less in tax to 2035–36, compared to 2023–24 settings.

The Government’s personal income tax reforms lower the first tax rate from 19 to 14 per cent, the second tax rate from 32.5 to 30 per cent, and lift two thresholds.

Our changes to the bottom tax rate under the new tax cuts will bring this rate to its lowest level in over 50 years.

In addition, the Government will increase the Medicare levy low‑income thresholds from 2024–25.

This will benefit more than a million Australians, ensuring people on lower incomes continue to pay a reduced levy rate or are exempt from the Medicare levy.

Labor’s tax cuts return bracket creep, increase the financial rewards from work and boost labour supply.

Whether you’re a truckie, a teacher or a tradie, whether you’re in manufacturing, mining or the care economy, you will earn more and keep more of what you earn.

Our new tax cuts for every Australian taxpayer come on top of our substantial and responsible cost of living relief including:

Cost of Living Tax Cuts from 1 July 2024;
Energy bill relief for every household and for small businesses;
Strengthening Medicare with more bulk billing;
Cheaper medicines, with a script to cost Australians no more than $25 under the Pharmaceutical Benefits Scheme;
Cheaper child care;
Cutting student debt and repayments;
Free TAFE;
Increased rent assistance and working age payments;
Building more homes;
Higher wages.

The changes to the personal income tax system will cost $17.1 billion over the forward estimates.

The increase to the Medicare levy low‑income thresholds will cost $648 million over the forward estimates.

The Albanese Government’s responsible economic and fiscal management has allowed us to fund important priorities like this tax relief for every Australian taxpayer.

Our economic plan is all about helping Australians earn more and keep more of what they earn and that’s what these tax cuts will help to achieve.

To find out how much the Government’s tax cuts will benefit you, use the calculator on the Budget website.

Table 1: New personal tax rates and thresholds
Tax thresholds ($)	Tax rates (%)
Tax thresholds ($)	2023–24	2024–25 and 2025–26	2026–27	2027–28
0 – 18,200	Tax free	Tax free	Tax free	Tax free
18,201 – 45,000	19	16	15	14
45,001 – 120,000	32.5	30	30	30
120,001 – 135,000	37	30	30	30
135,001 – 180,000	37	37	37	37
180,001 – 190,000	45	37	37	37
190,001 and above	45	45	45	45

Table 2: Summary of tax benefits
Taxable Income	Current tax cut from 1 July 2024 compared to 2023–24 tax settings	2026–27 First new tax cut (from 16 to 15 per cent) compared to 2024–25 tax settings	2026–27 Total benefit from Labor’s tax cuts compared to 2023–24 tax settings	2027–28 onwards Second new tax cut (from 15 to 14 per cent) compared to 2026–27 tax settings	2027–28 onwards Total new tax cut compared to 2024–25 tax settings	2027–28 onwards Total benefit from Labor’s tax cuts compared to 2023–24 tax settings
$40,000	$654	$218	$872	$218	$436	$1,090
$47,627^	$870	$268	$1,138	$268	$536	$1,406
$50,000	$929	$268	$1,197	$268	$536	$1,465
$79,000*	$1,654	$268	$1,922	$268	$536	$2,190
$100,000	$2,179	$268	$2,447	$268	$536	$2,715
$103,000**	$2,254	$268	$2,522	$268	$536	$2,790
$150,000	$3,729	$268	$3,997	$268	$536	$4,265
$200,000	$4,529	$268	$4,797	$268	$536	$5,065

^ The national minimum wage is $47,627, set by the Fair Work Commission under the Fair Work Act as of 1 July 2024.
* Annualised average weekly earnings is around $79,000, based on $1,510.90 per week in November 2024 (ABS data release), which captures average gross wages across all employees, including full‑ time and part‑time workers.
** Average ordinary full‑time earnings is $103,000, based on $1,975.80 per week in November 2024 (ABS data release), which captures average gross wage income across full‑time employees only, and excludes any income earned from overtime.

MIL OSI News –

March 25, 2025

MIL-OSI Australia: More energy bill relief for every Australian household and for small business

Source: Australian Parliamentary Secretary to the Minister for Industry

The Albanese Labor Government will provide another $150 in Energy Bill Relief, extending our energy rebates until the end of 2025.

This responsible cost of living relief measure will help every household and small businesses.

From 1 July 2025, every household and around one million small businesses will see another $150 in rebates automatically applied to their electricity bills in quarterly instalments, on top of the previous rebates already being rolled out to Australian households and small businesses.

Treasury estimates this will directly reduce headline inflation by around half of a percentage point in 2025, and reduce household bills by 7.5 per cent on average nationally, compared to bills without the extension.

As the Australian Bureau of Statistics has shown, the energy bill rebates we have been rolling out with the states have directly reduced electricity prices. In 2024, electricity prices fell 25.2 per cent, but would have fallen just 1.6 per cent without energy rebates.

The extension of energy bill rebates will cost $1.8 billion over the forward estimates.

In addition, the ACCC’s Inquiry into the National Electricity Market will be extended for 12 months, helping to ensure households and small businesses are getting a fair deal from their energy retailer.

The Albanese Labor Government’s energy reforms will help consumers to switch between energy plans to secure the best value for their money, remove excessive fees and charges, and ensure people get the concessions they are entitled to, potentially saving them hundreds of dollars per year.

We are providing immediate relief on energy bills now while we continue to progress the overdue reform needed to deliver the modern, affordable and reliable energy grid Australians deserve.

Our economic plan is all about finishing the fight against inflation, providing responsible cost of living relief and building a stronger and more productive economy.

Helping with the cost of living is the number one priority of the Albanese Government and the Budget, and that’s what our energy rebates will do.

MIL OSI News –

March 25, 2025

MIL-OSI: Form 8.5 (EPT/RI) – Serinus Energy Plc

Source: GlobeNewswire (MIL-OSI)

FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Name of exempt principal trader:	Shore Capital Stockbrokers Ltd
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Serinus Energy Plc
(c) Name of the party to the offer with which exempt principal trader is connected:	Serinus Energy Plc
(d) Date dealing undertaken:	24 March 2025
(e) Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	No

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER

(a) Purchases and sales

Class of relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/received	Lowest price per unit paid/received
Ordinary	Purchases	79,943	3.2311p	3.1038p
Ordinary	Sales	480,000	3.25p	3.225p

(b) Derivatives transactions (other than option)

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit

(ii) Exercising

Class of relevant security	Product description e.g. call option	Number of securities	Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)

The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

3. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:
If there are no such agreements, arrangements or understandings, state “none”

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”

None

Date of disclosure:	25 March 2025
Contact name:	Laura Parmenter
Telephone number:	0207 647 8154

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

The MIL Network –

March 25, 2025

MIL-OSI Africa: African Development Bank Group to expand investment in Lesotho to $331 million
Source: Africa Press Organisation – English (2) – Report:

MASERU, Lesotho, March 25, 2025/APO Group/ —

The African Development Bank Group (www.AfDB.org) plans to invest $331 million in key strategic sectors in Lesotho as part of its proposed Country Strategy Paper for 2025-2030 to boost economic growth and industrial competitiveness.

During an official visit to Lesotho — the first by an African Development Bank President — Dr. Akinwumi Adesina met with His Majesty King Letsie III to discuss strengthening development partnerships and expanding the Bank’s investments in the country.

His Majesty expressed delight at the Bank President’s visit, viewing the mission as a reflection of the Bank and Adesina’s appreciation for Lesotho’s progress in improving people’s lives.

“With haste, we will ensure that the policies and incentives to accommodate the needs of and attract the private sector are in place, especially in healthcare, agriculture, and manufacturing,” the King remarked.

King Letsie said he was confident that Adesina, whom he described as a ‘man of action,’ would help catalyze progress on the Bank’s strategic projects in Lesotho.

Adesina thanked King Letsie for his strong leadership role as the African Union Nutrition Champion since 2014, his advocacy for improved nutrition and food security on the continent — especially for women, adolescents, and children — and his passion for youth development.

The African Development Bank president commended His Majesty for his leadership on the King Letsie III Just Energy Transition Fund, which aims to generate approximately 200 megawatts of power through private sector investments.

He also briefed King Letsie about the Bank’s new 2025-2030 Country strategy paper and planned investments of $331 million to support quality infrastructure, capacity building, energy, integration and interconnectivity, debt management and standards, and strengthening the office of the Prime Minister.

Referencing dwindling donor commitments globally, Dr. Adesina said, “Africa must prepare to engage more proactively with the private sector. Every challenge is an investor’s dream. Ultimately, capital, like water, will always find a receptive place to go.”

According to Adesina, the Bank has implemented 87 projects totaling $429 million since Lesotho joined the Bank in 1973.

“We have eight ongoing projects worth $60 million, and we look forward to significantly expanding our commitments,” Adesina said.

The Bank’s investment strategy for Lesotho will focus on several priority areas:
- Energy infrastructure, including electricity transmission lines connecting Lesotho to South Africa
- Agricultural development to enhance food security and rural livelihoods
- Climate resilience initiatives to address environmental challenges
- Digital transformation, including broadband expansion for digital financial inclusion and government service digitalization
- Water resource management, building on the success of the Lesotho Lowland Rural Water Supply Project
- Public financial management and debt management support
- Trade competitiveness enhancements through improved grades and standards for exports
The African Development Bank-led Lesotho Rural Water Supply and Sanitation Project has delivered remarkable results: 190 kilometers of pipeline to distribution networks, water storage tanks with a total capacity of 3.48 million liters, and 166 public water points serving approximately 28,266 people across eight zones in Maseru and Berea districts.

Responding to King Letsie’s request, Dr. Adesina said the Bank will prioritize investments in primary healthcare centers across Lesotho.

“We will work on an integrated project that includes components of energy, a potential multi-partner $2.3 billion water transfer project from Lesotho through South Africa to Botswana, agro-value chains, and trade facilitation in Lesotho,” Adesina said after the meeting with King Letsie III.

The Bank is expected to support Lesotho in mobilizing approximately $260 million for the integrated water transfer project, which will supply 308 million cubic meters of water for domestic, agricultural, and industrial use through a 700 km pipe system. The project has the potential to generate up to 22 MW of hydropower.

Speaking earlier, Minister of Finance and Development Planning Retselisitsoe Matlanyane indicated that as Lesotho’s energy supply will exceed domestic demand by the end of 2026, the country intends to build a substation to export excess power production to South Africa. She reiterated Lesotho’s commitment to private sector-friendly policies and engagement.

The minister highlighted the importance of primary healthcare and nutrition investments to help combat extreme stunting in several parts of the country.

King Letsie is the African Union-appointed African Leaders for Nutrition champion. The initiative, spearheaded by the African Development Bank and championed by African leaders, works to galvanize political will and significant investments to end malnutrition on the continent.

Dr. Adesina also met with Prime Minister Samuel Ntsokoane Matekane; and the ministers of Foreign Affairs; Agriculture, Food Security & Nutrition; Natural Resources; Health; Communication, Science & Technology; and Education & Training.

The Bank’s delegation to Lesotho included its Executive Director for Lesotho, Dr. Nomfundo X. Ngwenya; Deputy Director General for Southern Africa, Moono Mupotola; and Senior Advisor to the President for Communication and Stakeholder Engagement, Dr. Victor Oladokun.

MIL OSI Africa –
March 25, 2025

MIL-OSI: Valeura Energy Inc.: Another Year of Record Results in 2024

Source: GlobeNewswire (MIL-OSI)

SINGAPORE, March 25, 2025 (GLOBE NEWSWIRE) — Valeura Energy Inc. (TSX:VLE, OTCQX:VLERF) (“Valeura” or the “Company”) reports its financial and operating results for the three month period and year ended December 31, 2024.

The complete reporting package for the Company, including the audited financial statements and associated management’s discussion and analysis (“MD&A”) and the 2024 annual information form (“AIF”), are being filed on SEDAR+ at www.sedarplus.ca and posted to the Company’s website at www.valeuraenergy.com.

2024 Operational Highlights

Production increased by 12% year-over-year to 22,825 bbls/d⁽¹⁾ on the back of a full year of drilling operations and development of the Nong Yao C Field;
100% success rate in exploration and appraisal activities with discoveries at Niramai, Wassana North, and Nong Yao D;
Company’s first full year of operations completed with no significant health, safety, or environment incidents; and
Reduced greenhouse emissions intensity by approximately 20% compared to 2023 baseline.

2024 Financial Highlights

Generated revenue of US$679 million, with average price realisation of US$81/bbl;
Delivered Adjusted EBITDAX of US$378 million⁽²⁾ and adjusted cashflow from operations of US$273 million⁽²⁾;
Strengthened the balance sheet with record high year-end cash position of US$259 million⁽³⁾ and zero debt;
Reduced asset retirement obligation (“ARO”) by 54% since assuming operatorship in Q1, 2023;
Completed internal restructuring to optimise operational and financial aspects of the Thai III petroleum concessions; and
Implemented share buyback programme through a Normal Course Issuer Bid for up to 10% of the public float.

2024 Reserves Highlights

Record high year-end reserves: 32 MMbbl proved (1P), 50 MMbbl proved plus probable (2P) and 60 MMbbl proved plus probable plus possible (3P) reserves;
Delivered 2P reserves replacement ratio of 245%, even after production increase of 12%;
Increased 2P reserves and extended the end of field life (“EOFL”) at every field;
Grew 2P net present value (NPV₁₀) before tax to US$934 million and US$753 million after tax⁽⁴⁾;
Considering year-end 2024 cash position, increased 2P net asset value after tax to US$1,012 million, equating to C$13.6 per share⁽⁵⁾; and
Doubled contingent resources to 48 MMbbls compared to year-end 2023⁽⁶⁾.

^{(1) Working interest share production before royalties.}
^{(2) Non-IFRS financial measure or non-IFRS ratio – see “Non-IFRS Financial Measures and Ratios” section in the Company’s MD&A.}
^{(3) Includes restricted cash of $22.8 million.}
^{(4) Discount rate 10%.}
^{(5) Proved plus probable (2P) NPV10 plus net cash at December 31, 2024, assuming $/C$ exchange rate of 1.435, and 106.65 million shares outstanding as of December 31, 2024.}
^{(6) Unrisked best estimate (2C) contingent resources.}

Dr. Sean Guest, President and CEO commented:

“Our first full year of operations in Thailand were a success across all areas of our business and a trophy for value creation. We have attained record production, record cash flow, and replaced nearly 2.5x the reserves we produced, all while continuing to strengthen our financial position. Our business is stronger and has a longer line of sight than ever before.

Continued drilling throughout 2024 added 20 new production wells, including those we drilled to develop the new Nong Yao C field, making Nong Yao the largest and most profitable asset in our portfolio. We’ve also had success with the drill bit on both appraisal and exploration which has significantly increased the number of future development well locations. This successful drilling, combined with detailed reservoir studies has resulted in a 32% increase in 2P reserves to 50 million bbls. Moreover, the economic life of each of our fields has moved further into the future, such that all fields are now expected to remain economic beyond 2030.

We are focussed relentlessly on value, and with the combination of an increase in the net present value of our 2P reserves, and the record cash position of US$259 million at year-end, the net asset value of our business is now more than one billion US dollars. On a per share basis, that equates to over C$13/share, meaning an investment in Valeura’s shares continues to represent an excellent value proposition.

In addition to growing both the value and longevity of our existing portfolio, we continue to pursue several other avenues for growth, including exciting exploration opportunities, and potential merger and acquisition targets.”

Financial and Operating Results Summary

		Three months ended			Year ended
		December 31, 2024	December 31, 2023	Delta	December 31, 2024	December 31, 2023	Delta
Oil Production⁽¹⁾	(‘000 bbls)	2,403	1,763	+36%	8,354	5,825	43%
Average Daily Oil Production⁽¹⁾	(bbls/d)	26,109	19,165	+36%	22,825	20,440⁽²⁾	+12%
Average Realised Price	(US$/bbl)	76.7	85.5	(10%)	81.3	84.3	(4%)
Oil Volumes Sold	(‘000 bbls)	2,948	1,987	+48%	8,349	5,854	+43%
Oil Revenue	(US$’000)	226,148	169,909	+33%	678,794	493,457	+38%
Net Income	(US$’000)	213,983	23,480	+811%	240,797	244,313	(1%)
Adjusted EBITDAX⁽³⁾	(US$’000)	132,402	96,679	+37%	377,985	230,672	+64%
Adjusted Pre-Tax Cashflow from Operations⁽³⁾	(US$’000)	133,612	88,326	+51%	356,627	238,661	+49%
Adjusted Cashflow from Operations⁽³⁾	(US$’000)	107,134	56,023	+107%	272,641	152,375	+79%
Operating Expenses	(US$’000)	55,607	49,622	+12%	186,407	180,192	+3%
Adjusted Opex⁽³⁾	(US$’000)	54,668	51,818	+6%	214,891	165,077	+30%
Operating Expenses per bbl	(US$/bbl)	18.9	25.0	(25%)	22.3	30.9	(28%)
Adjusted Opex per bbl⁽³⁾	(US$/bbl)	22.8	29.4	(22%)	25.7	28.3	(9%)
Adjusted Capex⁽³⁾	(US$’000)	38,870	30,374	+28%	134,258	103,733	+29%
Weighted average shares outstanding – basic	(‘000 shares)	106,955	102,652	+4%	105,778	99,227	+7%

		As at		Comparison
		December 31, 2024	December 31, 2023	%
Cash & Cash equivalents⁽⁴⁾	(US$’000)	259,354	151,165	+72%
Adjusted Net Working Capital⁽³⁾	(US$’000)	205,735	118,143	+74%
Shareholder’s Equity	(US$’000)	528,283	284,178	+86%

^{(1) Working interest share production before royalties.}
^{(2) Average daily oil production of 20,440 bbls/d represents the average production from closing of the Mubadala Acquisition on March 22, 2023 to December 31, 2023 (285 days).}
^{(3) Non-IFRS financial measure or non-IFRS ratio – see “Non-IFRS Financial Measures and Ratios” section in the Company’s MD&A.}
^{(4) Includes restricted cash of US$22.8 million at December 31, 2024 and restricted cash of US$17.3 million at December 31, 2023.}

Financial Update

The Company’s Q4 2024 oil production averaged 26,109 bbls/d (working interest share before royalties), representing a 36% increase from Q4 2023. Full year 2024 oil production averaged 22,825 bbls/d, 12% higher than 2023. This growth was primarily driven by production from the Wassana field, which was not in production for most of 2023 and the Nong Yao C development, which came online in August 2024. Oil sales for Q4 2024 were 2.9 million bbls, compared to 2.0 million bbls in Q4 2023. For the full year 2024, oil sales totalled 8.4 million bbls, up 43% from 5.8 million bbls in 2023. The increase is due to higher production rates in 2024, coupled with the fact that in 2023 the Company had only 285 days of production operations (following closing of the Mubadala acquisition on March 22, 2023).

The Company generated Q4 2024 revenue of US$226.1 million, a 33% increase from Q4 2023. Full year 2024 revenue was US$678.8 million, representing a 38% increase from 2023. Q4 2024 price realisations averaged US$76.7/bbl, achieving a US$2.0/bbl premium to the Brent benchmark. Full year 2024 price realisations averaged US$81.3/bbl, reflecting a US$0.5/bbl premium to Brent. Valeura reported Q4 2024 Adjusted EBITDAX (a non-IFRS measure which is more fully described in the “Non-IFRS Financial Measures and Ratios” section of the MD&A) of US$132.4 million, up 37% from Q4 2023, while full year 2024 Adjusted EBITDAX increased 64% to US$378.0 million.

The Company demonstrated improved operational efficiency with Q4 2024 Adjusted Opex (a non-IFRS measure which is more fully described in the “Non-IFRS Financial Measures and Ratios” section of the MD&A) of US$22.8/bbl, down from US$29.4/bbl in Q4 2023. Full year 2024 Adjusted Opex decreased to US$25.7/bbl from US$28.3/bbl in 2023. Operating expenses for Q4 were US$18.9/bbl compared to US$25.0/bbl in Q4 2023, and US$22.3/bbl for the full 2024 versus US$30.9/bbl in 2023. These improved unit costs were driven primarily by increased production from the low-cost Nong Yao field, which has become the Company’s largest production source.

Valeura incurred total petroleum tax income and special remuneratory benefit tax of US$68.3 million and US$29.2 million respectively during the full year 2024, compared to US$71.2 million and US$15.1 million in the previous year. The Company stands to benefit from a more efficient tax structure in 2025 as a result of the corporate restructuring which was completed in November 2024. This will result in Petroleum income tax loss carry-forwards that were previously associated with only the Wassana asset now being applied to all of the Company’s Thai III petroleum concessions, being Wassana, Nong Yao, and Manora.

The Company recorded Net income for the year of US$240.8 million following the recognition of deferred tax assets from the tax consolidation.

As of December 31, 2024, Valeura had a strong cash position of US$259.4 million, including US$22.8 million in restricted cash. The Company continues to operate with no current or non-current debt. Valeura remains well-positioned for both organic reinvestment opportunities and potential strategic acquisitions.

Operations Update and Outlook

During Q4 2024, the Company had ongoing production operations on all of its Gulf of Thailand fields, comprised of the Jasmine, Nong Yao, Manora, and Wassana fields. The Company has had one drill rig working continuously on contract since Q1 2023 full-time.

Oil production averaged 26.1 mbbls/d during Q4 2024 (Valeura’s working interest share, before royalties).

Jasmine/Ban Yen

Oil production before royalties from the Jasmine/Ban Yen field, in Licence B5/27 (100% operated interest) averaged 8.5 mbbls/d during Q4 2024, an increase of 12% from Q3 2024. Increased production rates reflect the start-up of five new wells drilled as part of an infill drilling programme, with the last three wells coming onstream in late November 2024. In addition to adding new production, the Jasmine programme also evaluated several secondary appraisal targets which will be the subject of further infill development drilling in due course.

Although the Jasmine field is the most mature asset in the Company’s portfolio, ongoing drilling success underscores the field’s ability to continue serving as a key source of cash generation for the business. The Q4 Jasmine drilling results have been included in the Company’s reserves evaluation for the year-ended December 31, 2024, and contributed to a further extension in the field’s economic life, which on a 2P reserves basis, now lasts into mid 2031.

In February 2025 the drill rig returned to the Jasmine field where it has begun executing a seven-well infill campaign. In total 10 development and appraisal wells are currently planned for the Jasmine field in 2025 and one exploration well at the Ratree prospect. In addition, a workover rig is currently operating on the field completing two workovers.

The low-BTU gas generator was delivered to the Jasmine B platform in Q1 2025 and is expected to be commissioned and operational in Q2 2025. This creates an opportunity to significantly reduce greenhouse gas emissions from this platform as well as to reduce operating costs by using a waste gas stream for power generation.

Nong Yao

At the Nong Yao field, in Licence G11/48 (90% operated working interest), Valeura’s working interest share production before royalties averaged 11.1 mbbls/d, an increase of 18% from Q3 2024. Q4 production rates benefitted from a full quarter of operations at the Nong Yao C field extension, which came online in August 2024.

Performance from Nong Yao C is continuing in line with the Company’s expectations. The Nong Yao field is now the Company’s largest source of production. In addition, it also has the Company’s lowest per unit Adjusted Opex and its oil fetches a premium to the Brent benchmark. As a result, Nong Yao is the Company’s most cash generative asset.

In 2025, nine development wells are planned across the three Nong Yao platforms. This programme is expected to commence in late Q2 2025.

Wassana

Oil production at the Wassana field, in Licence G10/48 (100% operated interest), averaged 4.3 mbbls/d (before royalties), an increase of 55% over Q3 2024. The increase reflects the effect of a full quarter of normal operations at the field, as compared to Q3 2024, during which the Company conducted a one-month precautionary suspension of production while performing underwater inspection work. There was no drilling on the Wassana field in Q4 and no further drilling is planned at this location for 2025.

Valeura has completed the front end engineering and design work for the potential redevelopment of the Wassana field. Detailed contracting and procurement work commenced in late Q4 2024 to validate cost assumptions for the project. Valeura expects to consider a final investment decision in early Q2 2025.

Manora

At the Manora field, in Licence G1/48 (70% operated working interest), Valeura’s working interest share of oil production before royalties averaged 2.2 mbbls/d, a decrease of 11% from Q3 2024. During Q4, the Company began a five-well infill drilling campaign on the Manora field, including both production-oriented infill development wells and appraisal targets. The programme was completed in Q1 2025 and for the month of March to date, working interest share production before royalties has averaged 2.9 mbbls/d. In addition, several appraisal targets were evaluated, giving rise to between three and five potential future drilling targets, which will be further evaluated for inclusion in a future drilling programme.

Türkiye

The Company had no active operations in Türkiye during Q4 2024, however it continues to hold an interest in a potentially large deep gas play in the Thrace basin in the northwest part of the country. In 2024 the Company received official confirmation that it’s leases and licences covering the play had been extended into 2025, and more recently the Company was granted an additional one-year extension, bringing the expiry date to June 27, 2026. Following the current period, Valeura may apply for a further two-year extension for appraisal purposes, and has engaged the government in discussions to that effect.

The Company believes the Thrace basin deep gas play could be a source of significant value in the longer term. Valeura intends to farm out a portion of its interest to a new partner in order to jointly pursue the next phase of appraisal work.

Reserves and Resources Summary

The results of Valeura’s third-party independent reserves and resources assessment for its Thailand assets as of December 31, 2024 were announced on February 13, 2025. Below are summary tables associated with the reserves.

Summary of Reserves Replacement, Value and Field Life

	Gross (Before Royalties) 2P Reserves, Working Interest Share					End of Field Life		2P NPV₁₀ After Tax (US$ million)
Fields	December 31, 2023 (MMbbl)	2024 Production (MMbbl)	Additions (MMbbl)	December 31, 2024 (MMbbl)	Reserves Replacement Ratio (%)	NSAI 2023 Report	NSAI 2024 Report	December 31, 2023	December 31, 2024
Jasmine	10.4	(2.9)	9.2	16.8	324%	Dec 2028	Aug 2031	81.8	163.9
Manora	2.2	(0.9)	2.1	3.4	223%	Jul 2027	Apr 2030	21.2	45.7
Nong Yao	12.4	(3.1)	7.7	16.9	245%	Dec 2028	Dec 2033	185.6	416.1
Wassana	12.9	(1.4)	1.5	12.9	102%	Jun 2032	Dec 2035	139.9	126.6
Total	37.9	(8.4)	20.5	50.0	245%			428.5	752.2

Summary of NPV and NAV

	1P NPV₁₀		2P NPV₁₀		3P NPV₁₀
	Before Tax	After Tax	Before Tax	After Tax	Before Tax	After Tax
NPV₁₀ (US$ million)	360.7	358.6	933.9	752.2	1,339.1	990.2
Cash at December 31, 2024 (US$ million)⁽¹⁾	259.4	259.4	259.4	259.4	259.4	259.4
Net Asset Value (US$ million)	620.1	618.0	1,193.3	1,011.6	1,598.5	1,249.6
Common shares (million)⁽²⁾	106.65	106.65	106.65	106.65	106.65	106.65
Estimated NAV per basic share (C$ per share)⁽³⁾	8.3	8.3	16.1	13.6	21.5	16.8

^{(1) Cash at December 31, 2024 of US$259.4 million, debt nil.}
^{(2) Issued and outstanding common shares as of December 31, 2024}
^{(3) US$/C$ exchange rate of 1.435 as at December 31, 2024}

Webcast

Valeura’s management team will host an investor and analyst webcast at 08:00 Calgary / 14:00 London / 21:00 Bangkok / 22:00 Singapore on Wednesday, March 26, 2025 to discuss today’s announcement. Please register in advance via the link below.

Registration link: https://events.teams.microsoft.com/event/aa5e4d6a-cb5f-46da-ab85-0976e3600c84@a196a1a0-4579-4a0c-b3a3-855f4db8f64b

As an alternative, an audio only feed of the event is available by phone using the Conference ID and dial-in numbers below.

Thailand: +66 2 026 9035,,922648874#
Singapore: +65 6450 6302,,922648874#
Canada: (833) 845-9589,,922648874#
Türkiye: 0800 142 034779,,922648874#
United States: (833) 846-5630,,922648874#
United Kingdom: 0800 640 3933,,922648874#

Phone conference ID: 922 648 874#

For further information, please contact:

Valeura Energy Inc. (General Corporate Enquiries) +65 6373 6940
Sean Guest, President and CEO
Yacine Ben-Meriem, CFO
Contact@valeuraenergy.com

Valeura Energy Inc. (Investor and Media Enquiries) +1 403 975 6752 / +44 7392 940495
Robin James Martin, Vice President, Communications and Investor Relations
IR@valeuraenergy.com

Contact details for the Company’s advisors, covering research analysts and joint brokers, including Auctus Advisors LLP, Canaccord Genuity Ltd (UK), Cormark Securities Inc., Research Capital Corporation, and Stifel Nicolaus Europe Limited, are listed on the Company’s website at www.valeuraenergy.com/investor-information/analysts/.

About the Company

Valeura Energy Inc. is a Canadian public company engaged in the exploration, development and production of petroleum and natural gas in Thailand and in Türkiye. The Company is pursuing a growth-oriented strategy and intends to re-invest into its producing asset portfolio and to deploy resources toward further organic and inorganic growth in Southeast Asia. Valeura aspires toward value accretive growth for stakeholders while adhering to high standards of environmental, social and governance responsibility.

Additional information relating to Valeura is also available on SEDAR+ at www.sedarplus.ca.

Oil and Gas Advisories

Reserves and contingent resources disclosed in this news release are based on an independent evaluation conducted by the incumbent independent petroleum engineering firm, NSAI with an effective date of December 31, 2024. The NSAI estimates of reserves and resources were prepared using guidelines outlined in the Canadian Oil and Gas Evaluation Handbook and in accordance with National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities. The reserves and contingent resources estimates disclosed in this news release are estimates only and there is no guarantee that the estimated reserves and contingent resources will be recovered.

This news release contains a number of oil and gas metrics, including “NAV”, “reserves replacement ratio”, “RLI”, and “end of field life” which do not have standardised meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies. Such metrics are commonly used in the oil and gas industry and have been included herein to provide readers with additional measures to evaluate the Company’s performance; however, such measures are not reliable indicators of the future performance of the Company and future performance may not compare to the performance in previous periods.

“NAV” is calculated by adding the estimated future net revenues based on a 10% discount rate to net cash, (which is comprised of cash less debt) as of December 31, 2024. NAV is expressed on a per share basis by dividing the total by basic common shares outstanding. NAV per share is not predictive and may not be reflective of current or future market prices for Valeura.

“Reserves replacement ratio” for 2024 is calculated by dividing the difference in reserves between the NSAI 2024 Report and the NSAI 2023 Report, plus actual 2024 production, by the assets’ total production before royalties for the calendar year 2024.

“RLI” is calculated by dividing reserves by management’s estimated total production before royalties for 2025.

“End of field life” is calculated by NSAI as the date at which the monthly net revenue generated by the field is equal to or less than the asset’s operating cost.

Reserves

Reserves are estimated remaining quantities of commercially recoverable oil, natural gas, and related substances anticipated to be recoverable from known accumulations, as of a given date, based on the analysis of drilling, geological, geophysical, and engineering data, the use of established technology, and specified economic conditions, which are generally accepted as being reasonable. Reserves are further categorised according to the level of certainty associated with the estimates and may be sub-classified based on development and production status.

Proved reserves are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining quantities recovered will exceed the estimated proved reserves.

Developed reserves are those reserves that are expected to be recovered from existing wells and installed facilities or, if facilities have not been installed, that would involve a low expenditure (e.g., when compared to the cost of drilling a well) to put the reserves on production.

Developed producing reserves are those reserves that are expected to be recovered from completion intervals open at the time of the estimate. These reserves may be currently producing or, if shut in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty.

Developed non-producing reserves are those reserves that either have not been on production, or have previously been on production, but are shut in, and the date of resumption of production is unknown.

Undeveloped reserves are those reserves expected to be recovered from known accumulations where a significant expenditure (e.g., when compared to the cost of drilling a well) is required to render them capable of production. They must fully meet the requirements of the reserves classification (proved, probable, possible) to which they are assigned.

Probable reserves are those additional reserves that are less certain to be recovered than proved reserves. It is equally likely that the actual remaining quantities recovered will be greater or less than the sum of the estimated proved plus probable reserves.

Possible reserves are those additional reserves that are less certain to be recovered than probable reserves. It is unlikely that the actual remaining quantities recovered will exceed the sum of the estimated proved plus probable plus possible reserves. There is a 10% probability that the quantities actually recovered will equal or exceed the sum of the estimated proved plus probable plus possible reserves.

The estimated future net revenues disclosed in this news release do not necessarily represent the fair market value of the reserves associated therewith.

The estimates of reserves and future net revenue for individual properties may not reflect the same confidence level as estimates of reserves and future net revenue for all properties, due to the effects of aggregation.

Contingent Resources

Contingent resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations using established technology or technology under development, but which are not currently considered to be commercially recoverable due to one or more contingencies. Contingencies are conditions that must be satisfied for a portion of contingent resources to be classified as reserves that are: (a) specific to the project being evaluated; and (b) expected to be resolved within a reasonable timeframe.

Contingent resources are further categorised according to the level of certainty associated with the estimates and may be sub‐classified based on a project maturity and/or characterised by their economic status. There are three classifications of contingent resources: low estimate, best estimate and high estimate. Best estimate is a classification of estimated resources described in the Canadian Oil and Gas Evaluation Handbook as the best estimate of the quantity that will be actually recovered; it is equally likely that the actual remaining quantities recovered will be greater or less than the best estimate. If probabilistic methods are used, there should be at least a 50 percent probability that the quantities actually recovered will equal or exceed the best estimate.

The project maturity subclasses include development pending, development on hold, development unclarified and development not viable. The contingent resources disclosed in this news release are classified as either development unclarified or development not viable.

Development unclarified is defined as a contingent resource that requires further appraisal to clarify the potential for development and has been assigned a lower chance of development until commercial considerations can be clearly defined. Chance of development is the likelihood that an accumulation will be commercially developed.

Conversion of the development unclarified resources referred to in this news release is dependent upon (1) the expected timetable for development; (2) the economics of the project; (3) the marketability of the oil and gas production; (4) the availability of infrastructure and technology; (5) the political, regulatory, and environmental conditions; (6) the project maturity and definition; (7) the availability of capital; and, ultimately, (8) the decision of joint venture partners to undertake development.

The major positive factor relevant to the estimate of the contingent development unclarified resources referred to in this news release is the successful discovery of resources encountered in appraisal and development wells within the existing fields. The major negative factors relevant to the estimate of the contingent development unclarified resources referred to in this news release are: (1) the outstanding requirement for a definitive development plan; (2) current economic conditions do not support the resource development; (3) limited field economic life to develop the resources; and (4) the outstanding requirement for a final investment decision and commitment of all joint venture partners.

Development not viable is defined as a contingent resource where no further data acquisition or evaluation is currently planned and hence there is a low chance of development, there is usually less than a reasonable chance of economics of development being positive in the foreseeable future. The major negative factors relevant to the estimate of development not viable referred to in this news release are: (1) current economic conditions do not support the resource development; and (2) availability of technical knowledge and technology within the industry to economically support resource development.

If these contingencies are successfully addressed, some portion of these contingent resources may be reclassified as reserves.

Of the best estimate 2C contingent resources estimated in the NSAI 2024 Report, on a risked basis: 74% of the estimated volumes are light/medium crude oil, with the remainder being heavy oil; 77% are categorised as Development Unclarified, with the remainder being Development Not Viable. Development Unclarified 2C resources have been assigned an average chance of development for the four fields ranging from 30% to 50% depending on oil type, while 2C Development Not Viable resources have been assigned an average chance of development ranging from 16% to 17%.

Resources Project Maturity Subclass	Light and Medium Crude Oil (Development Unclarified)				Chance of Development (%)
	Unrisked		Risked
	Gross (Mbbl)	Net (Mbbl)	Gross (Mbbl)	Net (Mbbl)
Contingent Low Estimate (1C) Development Unclarified	8,267	7,334	3,108	2,742	38	%
Contingent Best Estimate (2C) Development Unclarified	14,178	12,538	4,227	3,728	30	%
Contingent High Estimate (3C) Development Unclarified	21,072	18,644	5,289	4,673	25	%

Resources Project Maturity Subclass	Heavy Crude Oil (Development Unclarified)				Chance of Development (%)
	Unrisked		Risked
	Gross (Mbbl)	Net (Mbbl)	Gross (Mbbl)	Net (Mbbl)
Contingent Low Estimate (1C) Development Unclarified	7,807	7,358	4,045	3,813	52	%
Contingent Best Estimate (2C) Development Unclarified	10,641	10,029	5,325	5,018	50	%
Contingent High Estimate (3C) Development Unclarified	14,524	13,689	6,560	6,182	45	%

Resources Project Maturity Subclass	Light and Medium Crude Oil (Development Not Viable)				Chance of Development (%)
	Unrisked		Risked
	Gross (Mbbl)	Net (Mbbl)	Gross (Mbbl)	Net (Mbbl)
Contingent Low Estimate (1C) Development Not Viable	11,294	10,502	1,694	1,575	15	%
Contingent Best Estimate (2C) Development Not Viable	21,539	19,965	3,652	3,319	17	%
Contingent High Estimate (3C) Development Not Viable	33,503	30,964	5,363	4,802	16	%

Resources Project Maturity Subclass	Heavy Crude Oil (Development Not Viable)				Chance of Development (%)
	Unrisked		Risked
	Gross (Mbbl)	Net (Mbbl)	Gross (Mbbl)	Net (Mbbl)
Contingent Low Estimate (1C) Development Not Viable	2,069	1,950	310	293	15	%
Contingent Best Estimate (2C) Development Not Viable	2,091	1,971	341	321	16	%
Contingent High Estimate (3C) Development Not Viable	3,003	2,830	815	768	27	%

The NSAI estimates have been risked, using the chance of development, to account for the possibility that the contingencies are not successfully addressed. Due to the early stage of development for the development unclarified resources, NSAI did not perform an economic analysis of these resources; as such, the economic status of these resources is undetermined and there is uncertainty that any portion of the contingent resources disclosed in this new release will be commercially viable to produce.

Glossary

bbl	barrels of oil
Mbbl	thousand barrels of oil
MMbbl	million barrels of oil

Advisory and Caution Regarding Forward-Looking Information

Certain information included in this news release constitutes forward-looking information under applicable securities legislation. Such forward-looking information is for the purpose of explaining management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions. Forward-looking information typically contains statements with words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, “project”, “target” or similar words suggesting future outcomes or statements regarding an outlook.

Forward-looking information in this news release includes, but is not limited to, the profitability of the Nong Yao asset, relative to rest of the Company’s portfolio; the increase in the number of future development well locations; the estimated net asset value of the Company; the belief that an investment in Valeura’s shares represents an excellent value proposition; Valeura’s expectation that it will benefit from a more efficient tax structure as a result of the corporate restructuring; the inclusion of appraisal-led drilling targets in further infill development drilling programmes; the ability for Jasmine to continue serving as a key source of cash generation; timing to commission the low-BTU gas generator and to reduce greenhouse gas emissions and operating costs; planned drilling and well workovers in 2025; timing to consider a final investment decision on the Wassana field redevelopment project; and the Company’s belief that the Thrace basin deep gas play could be a source of significant value in the longer term. In addition, statements related to “reserves” and “resources” are deemed to be forward-looking information as they involve the implied assessment, based on certain estimates and assumptions, that the resources can be discovered and profitably produced in the future.

Although the Company believes the expectations and assumptions reflected in such forward-looking information are reasonable, they may prove to be incorrect.

Forward-looking information is based on management’s current expectations and assumptions regarding, among other things: political stability of the areas in which the Company is operating; continued safety of operations and ability to proceed in a timely manner; continued operations of and approvals forthcoming from governments and regulators in a manner consistent with past conduct; ability to achieve extensions to licences in Thailand and Türkiye to support attractive development and resource recovery; future drilling activity on the required/expected timelines; the prospectivity of the Company’s lands; the continued favourable pricing and operating netbacks across its business; future production rates and associated operating netbacks and cash flow; decline rates; future sources of funding; future economic conditions; the impact of inflation of future costs; future currency exchange rates; interest rates; the ability to meet drilling deadlines and fulfil commitments under licences and leases; future commodity prices; the impact of the Russian invasion of Ukraine; the impact of conflicts in the Middle East; royalty rates and taxes; management’s estimate of cumulative tax losses being correct; future capital and other expenditures; the success obtained in drilling new wells and working over existing wellbores; the performance of wells and facilities; the availability of the required capital to funds its exploration, development and other operations, and the ability of the Company to meet its commitments and financial obligations; the ability of the Company to secure adequate processing, transportation, fractionation and storage capacity on acceptable terms; the capacity and reliability of facilities; the application of regulatory requirements respecting abandonment and reclamation; the recoverability of the Company’s reserves and contingent resources; future growth; the sufficiency of budgeted capital expenditures in carrying out planned activities; the impact of increasing competition; the availability and identification of mergers and acquisition opportunities; the ability to successfully negotiate and complete any mergers and acquisition opportunities; the ability to efficiently integrate assets and employees acquired through acquisitions; global energy policies going forward; international trade policies; future debt levels; and the Company’s continued ability to obtain and retain qualified staff and equipment in a timely and cost efficient manner. In addition, the Company’s work programmes and budgets are in part based upon expected agreement among joint venture partners and associated exploration, development and marketing plans and anticipated costs and sales prices, which are subject to change based on, among other things, the actual results of drilling and related activity, availability of drilling, offshore storage and offloading facilities and other specialised oilfield equipment and service providers, changes in partners’ plans and unexpected delays and changes in market conditions. Although the Company believes the expectations and assumptions reflected in such forward-looking information are reasonable, they may prove to be incorrect.

Forward-looking information involves significant known and unknown risks and uncertainties. Exploration, appraisal, and development of oil and natural gas reserves and resources are speculative activities and involve a degree of risk. A number of factors could cause actual results to differ materially from those anticipated by the Company including, but not limited to: the ability of management to execute its business plan or realise anticipated benefits from acquisitions; the risk of disruptions from public health emergencies and/or pandemics; competition for specialised equipment and human resources; the Company’s ability to manage growth; the Company’s ability to manage the costs related to inflation; disruption in supply chains; the risk of currency fluctuations; changes in interest rates, oil and gas prices and netbacks; the risk that the Company’s tax advisors’ and/or auditors’ assessment of the Company’s cumulative tax losses varies significantly from management’s expectations of the same; potential changes in joint venture partner strategies and participation in work programmes; uncertainty regarding the contemplated timelines and costs for work programme execution; the risks of disruption to operations and access to worksites; potential changes in laws and regulations, including international treaties and trade policies; the uncertainty regarding government and other approvals; counterparty risk; the risk that financing may not be available; risks associated with weather delays and natural disasters; and the risk associated with international activity. See the most recent annual information form and management’s discussion and analysis of the Company for a detailed discussion of the risk factors.

Certain forward-looking information in this news release may also constitute “financial outlook” within the meaning of applicable securities legislation. Financial outlook involves statements about Valeura’s prospective financial performance or position and is based on and subject to the assumptions and risk factors described above in respect of forward-looking information generally as well as any other specific assumptions and risk factors in relation to such financial outlook noted in this news release. Such assumptions are based on management’s assessment of the relevant information currently available, and any financial outlook included in this news release is made as of the date hereof and provided for the purpose of helping readers understand Valeura’s current expectations and plans for the future. Readers are cautioned that reliance on any financial outlook may not be appropriate for other purposes or in other circumstances and that the risk factors described above or other factors may cause actual results to differ materially from any financial outlook.

The forward-looking information contained in this news release is made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. The forward-looking information contained in this news release is expressly qualified by this cautionary statement.

This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction, including where such offer would be unlawful. This news release is not for distribution or release, directly or indirectly, in or into the United States, Ireland, the Republic of South Africa or Japan or any other jurisdiction in which its publication or distribution would be unlawful.

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This information is provided by Reach, the non-regulatory press release distribution service of RNS, part of the London Stock Exchange. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

The MIL Network –

March 25, 2025

MIL-OSI Africa: Congo Energy & Investment Forum (CEIF): CLG Workshop Offers Insight into Congo’s Legal Framework

Source: Africa Press Organisation – English (2) – Report:

BRAZZAVILLE, Congo (Republic of the), March 24, 2025/APO Group/ —

Pan-African legal firm CLG – formerly Centurion Law Group – led a workshop during the inaugural Congo Energy & Investment Forum (CEIF) on the country’s legal and fiscal frameworks. The workshop – Mastering Business in Congo: Challenges and Strategic Solutions for Success – delved into strategies investors can deploy to navigate the Republic of Congo’s business environment as the country prepares to launch an international licensing round.

As a leading provider of specialized legal and tax advisory services, CLG – a Legal Partner of CEIF 2025 – caters to a diverse portfolio of multinational energy companies. With offices in the Republic of Congo, Germany, South Africa, Nigeria, Mauritius, Ghana, Cameroon, Equatorial Guinea, Namibia and South Sudan, the firm delivers bespoke solutions for a variety of challenges faced by oil and gas companies. The CLG workshop underscored how the firm’s expertise can support oil and gas projects in the Republic of Congo as the country targets 500,000 barrels per day of oil.

“Our goal is to provide solutions by interpreting regulations, ensuring companies can operate freely. We have advisors across several African countries,” stated Zion Adeoye, CEO and Group Managing Partner, CLG.

The country’s strong Central African presence and deep knowledge of the associated legal frameworks gives it an edge in the region’s energy landscape. According to Yves Ollivier, Managing Director, CLG Congo, the firm’s services in the region include M&A transactions, due diligence, legal secretariat services for oil and gas companies and expertise in intellectual property and immigration laws.

“We provide legal opinions in various fields, including employment law, corporate structuring and contract negotiations,” he explained.

In addition to these services, CLG has strong expertise in taxation. Daoudou Mohammad, Director: Tax and Legal, CLG Congo, explained that the firm assists companies with tax compliance, fiscal advisory services and global tax audits. “We conduct comprehensive tax reviews and offer targeted training upon request,” he said.

For the Republic of Congo, these services will play a key role in facilitating investment, advancing projects and realizing the country’s energy production goals. Given the complexity of the oil and gas sector, understanding the potential challenges associated with the industry is vital.

Oneyka Cindy Ojogbo, Deputy Managing Director & Partner, CLG, explained that, “Understanding all contractual details is crucial, especially in the gas sector. We have encountered cases where disputes arose due to poorly negotiated agreements. Anticipating potential legal issues is key to mitigating risks.”

Additional challenges include misunderstanding of the requisite taxation laws. Mohammad pointed out that many companies fail to consider available tax exemptions, leading to missed opportunities for fiscal optimization. “A thorough assessment of tax incentives can significantly reduce financial burdens. Companies should proactively evaluate their eligibility for exemptions,” he advised.

MIL OSI Africa –

March 25, 2025
MIL-OSI Russia: NSU scientists receive RSF grant for development of energy technologies in the context of climate change

Translartion. Region: Russians Fedetion –

Source: Novosibirsk State University – Novosibirsk State University –

The Russian Science Foundation has summed up the results of the competition in the priority area of activity “Conducting research by world-class scientific laboratories within the framework of implementing the priorities of scientific and technological development of the Russian Federation.” The Laboratory of Advanced Energy-Efficient Technologies, created under a mega-grant, was among the winners. Faculty of Physics, Novosibirsk State University with the project “Development of energy technologies in the context of climate change” (No. 25-79-30002), headed by Academician of the Russian Academy of Sciences, Head of the Department of Physics of Nonequilibrium Processes at the Physical Department of NSU, Scientific Director of the NSU LabPET and the Institute of Thermal Physics of the Siberian Branch of the Russian Academy of Sciences, Chairman of the National Committee of the Russian Academy of Sciences on Heat and Mass Transfer, laureate of the International Prize “Global Energy” Sergei Alekseenko.

— Energy is the basis of the economy of any country, regardless of the technological structure. The relevance of the topic of “anthropogenic climate change” is due to the fact that the predominant contribution to global warming, the destruction of the Earth’s ozone layer and climate change in general is made by energy on organic fuel.

Our project is aimed at solving scientific problems of low-carbon and environmentally friendly energy development, allowing not to create, but to solve environmental and man-made problems of the Russian Federation and, in particular, the energy-rich Siberian region, effectively improving the environment to create more comfortable living conditions for humans. The undoubted advantage of this project is the comprehensive approach to achieving technological development in the energy sector of the Russian economy. Most of the problems addressed by this project are actively discussed in world literature, but the lack of practical solutions related to increasing the energy efficiency of existing technologies together with increasing their sustainability and reliability, in the context of existing climate risks, is repeatedly mentioned, – explained Sergey Alekseenko.

Currently, the energy sector is undergoing significant transformations, both related to climate change and caused by the overall direction of development to improve the efficiency of hydrocarbon processing and the introduction of new energy sources. Since Russia is in extremely difficult sanctions conditions, there is an urgent need to develop domestic technologies in almost all areas of energy and the economy. The ongoing modernization and improvement of energy efficiency, the development of renewable energy sources and technologies that reduce carbon dioxide emissions, but at a rate that does not exceed the country’s economic capabilities, is becoming an urgent task.

“The primary objectives of our scientific research are the development of low- and carbon-free energy technologies, as well as increasing the efficiency of energy equipment, which will help reduce the anthropogenic impact on climate change and the destruction of the Earth’s ozone layer,” explained Sergei Alekseenko.

The project plans to conduct research in five main areas. The first is to increase the efficiency of using solid fossil fuel (coal) — the primary source of heat and electricity in Siberia and the Far East. It is aimed at environmentally friendly combustion of this type of fuel and the use of currently unclaimed low-calorie coal waste through the development of new technologies for separate and joint combustion of coal-water and pulverized coal fuel. To achieve these goals, the scientific foundations and mathematical modeling of promising approaches to environmentally friendly combustion of coal fuel in combustion chambers, the improvement of low-emission vortex technologies for multi-stage combustion and gasification, and the use of machine learning methods will be developed. The development of technology for separate and joint combustion of coal-water and pulverized coal fuel will ensure high boiler efficiency and low emissions of environmentally harmful NOx, which is one of the primary tasks of energy development in the Russian Federation.

The second area of research is hydrokinetic conversion of natural flow energy: the basis for creating new modern technologies for producing and accumulating energy at pumped storage power plants (PSPP). In this area, it is necessary to achieve a reduction in resistance in the elements of energy structures. Within the framework of the project, scientists will form a scientific basis for creating modern technologies for producing and accumulating energy based on PSPP. The results obtained will contribute to the development of highly efficient energy storage technology, equalization of the heterogeneity of the electrical network load, as well as optimization and implementation of new renewable energy sources.

The third direction will be devoted to the development of energy technologies based on the utilization of low-potential waste man-made and geothermal heat sources in absorption lithium bromide thermal transformers (ABTT). In this direction, it is planned to conduct a study of heat and mass transfer processes to improve energy efficiency and reduce the metal consumption of ABTT to enhance competitiveness in the domestic market of the Russian Federation. The use of ABTT as heat pumps will significantly reduce fuel consumption and utilize waste heat from enterprises, thermal power facilities and renewable geothermal sources.

The object of research within the fourth direction of the project will be energy-efficient low-carbon technologies for cultivating microorganisms as a source of thermal energy from biomass with a high growth rate, and a source of unique biologically active compounds, as well as efficient utilization of CO2 emissions and wastewater treatment from organic waste of various agricultural enterprises. The project will develop scientific principles of vortex mixing and technical solutions for efficient cultivation of photosynthetic microorganisms of various systematic groups. The results in this area will allow significant progress in the utilization of CO2 emissions and additional treatment of wastewater from industrial enterprises, especially in regions with high solar intensity (Crimea, Krasnodar Krai).

Another area of research within the framework of this project will be the development of scientific foundations and technologies for combating icing of load-bearing structures of energy facilities and cable routes in winter climate conditions and in the Arctic regions of the Russian Federation. A system of measures will be developed related to the development of a new technology for the use of superhydrophobic coatings. As a result of the study, scientists plan to determine a combined model of an anti-icing system that is optimal in terms of energy costs and efficiency and to develop a strategy for combating icing.

— The expected result of the project will be the creation of scientific foundations for increasing the efficiency of energy technologies and the development of a concept for adapting the existing energy infrastructure to climate change. The results obtained in each of the five main areas of the project will contribute to the further development of energy, taking into account the existing climatic zones of our country, — said Sergey Alekseenko.

Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.

MIL OSI Russia News –

March 25, 2025
MIL-OSI: Shell accelerates strategy to deliver more value with less emissions
Source: GlobeNewswire (MIL-OSI)

March 25, 2025 – Shell (LON/NYSE: SHEL, AMST: SHELL) will today present to investors at its Capital Markets Day 2025 the next steps in the execution of its strategy. Shell is strengthening its commitment to value creation and maintaining its focus on performance, discipline and simplification.

‘’We have made significant progress against all of the targets we set out at our Capital Markets Day in 2023. Thanks to the outstanding efforts of our people, we are transforming Shell to become simpler, more resilient and more competitive,’’ said CEO Wael Sawan. ‘‘We want to become the world’s leading integrated gas and LNG business and the most customer-focused energy marketer and trader, while sustaining a material level of liquids production. Today we are raising the bar across our key financial targets, investing where we have competitive strengths and delivering more for our shareholders.’’

Today Shell announces that it will:
- Enhance shareholder distributions from 30-40% to 40-50% of cash flow from operations (CFFO) through the cycle1, continuing to prioritise share buybacks2, while maintaining a 4% per annum progressive dividend policy.
- Increase the structural cost reduction target from $2-3 billion by the end of 2025 to a cumulative $5-7 billion by the end of 2028, compared to 20221.
- Invest for growth while maintaining capital discipline, with spend lowered to $20-22 billion per year for 2025-20281.
- Grow free cash flow3 (FCF) per share by more than 10% per year through to 20301.
- Maintain the climate targets and ambition set out in Shell’s Energy Transition Strategy 2024.
To deliver more value with less emissions Shell will:
- Reinforce our leadership position in liquefied natural gas (LNG) by growing sales by 4-5% per year through to 2030.
- Grow top line production across our combined Upstream and Integrated Gas business by 1% per year to 2030, sustaining our 1.4 million barrels per day of liquids production to 2030 with increasingly lower carbon intensity.
- Drive cash flow resilience and higher returns in our Downstream and Renewables & Energy Solutions businesses:
  - Pursue focused growth in our high-return Mobility and Lubricants businesses.
  - Leverage competitive strengths to drive profitable and scalable businesses across our lower carbon platforms, where we expect to have up to 10% of capital employed by 2030.
  - Unlock more value from our strong portfolio of Chemicals assets by exploring strategic and partnership opportunities in the US, and both high-grading and selective closures in Europe, enabling the business to prosper whilst improving returns and reducing capital employed by 2030.
Shell will continue to deliver more value with less emissions, growing in areas where we have competitive strengths, and providing a compelling investment case for our shareholders, now, and into the future.

Notes to editors:

¹ Non-GAAP measure, for reconciliations see www.shell.com/cmd25 this includes the definition of cash capex which in 2024 was $21 billion compared to a range of $22-25 billion per year as announced at CMD23.
² Subject to Board approval as well as shareholder approval at the 2025 Annual General Meeting.
³ Price normalised organic free cashflow, excluding working capital and derivative movements.

Cautionary Note

The companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this announcement “Shell”, “Shell Group” and “Group” are sometimes used for convenience to reference Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in this announcement refer to entities over which Shell plc either directly or indirectly has control. The terms “joint venture”, “joint operations”, “joint arrangements”, and “associates” may also be used to refer to a commercial arrangement in which Shell has a direct or indirect ownership interest with one or more parties. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest.

This announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “aim”; “ambition”; ‘‘anticipate’’; “aspire”, “aspiration”, ‘‘believe’’; “commit”; “commitment”; ‘‘could’’; “desire”; ‘‘estimate’’; ‘‘expect’’; ‘‘goals’’; ‘‘intend’’; ‘‘may’’; “milestones”; ‘‘objectives’’; ‘‘outlook’’; ‘‘plan’’; ‘‘probably’’; ‘‘project’’; ‘‘risks’’; “schedule”; ‘‘seek’’; ‘‘should’’; ‘‘target’’; “vision”; ‘‘will’’; “would” and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this announcement, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks, including climate change; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, judicial, fiscal and regulatory developments including tariffs and regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (m) risks associated with the impact of pandemics, regional conflicts, such as the Russia-Ukraine war and the conflict in the Middle East, and a significant cyber security, data privacy or IT incident; (n) the pace of the energy transition; and (o) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Shell plc’s Form 20-F for the year ended December 31, 2024 (available at www.shell.com/investors/news-and-filings/sec-filings.html and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this announcement and should be considered by the reader. Each forward-looking statement speaks only as of the date of this announcement, March 25, 2025. Neither Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this announcement.

Also, in this announcement we may refer to Shell’s “net carbon intensity” (NCI), which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell’s NCI also includes the emissions associated with the production and use of energy products produced by others which Shell purchases for resale. Shell only controls its own emissions. The use of the terms Shell’s “net carbon intensity” or NCI is for convenience only and not intended to suggest these emissions are those of Shell plc or its subsidiaries.

Shell’s operating plan and outlook are forecasted for a three-year period and ten-year period, respectively, and are updated every year. They reflect the current economic environment and what we can reasonably expect to see over the next three and ten years. Accordingly, the outlook reflects our Scope 1, Scope 2 and NCI targets over the next ten years. However, Shell’s operating plan and outlook cannot reflect our 2050 net-zero emissions target, as this target is outside our planning period. Such future operating plans and outlooks could include changes to our portfolio, efficiency improvements and the use of carbon capture and storage and carbon credits. In the future, as society moves towards net-zero emissions, we expect Shell’s operating plans and outlooks to reflect this movement. However, if society is not net zero in 2050, as of today, there would be significant risk that Shell may not meet this target.

This announcement may contain certain forward-looking non-GAAP measures such as adjusted earnings and divestments. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most comparable GAAP financial measures because certain information needed to reconcile those non-GAAP measures to the most comparable GAAP financial measures is dependent on future events some of which are outside the control of Shell, such as oil and gas prices, interest rates and exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures in respect of future periods which cannot be reconciled to the most comparable GAAP financial measure are calculated in a manner which is consistent with the accounting policies applied in Shell plc’s consolidated financial statements. See the document named “Comparable GAAP measures and non-GAAP measures reconciliation” available on our Capital Markets Day 2025 page on shell.com for presentation of the most comparable GAAP measures, definitions and further details of historic non-GAAP measures and other metrics used throughout this announcement.

The information presented in this announcement do not reflect IFRS 18, Presentation and Disclosure in Financial Statements (“IFRS 18”), which will be effective from reporting periods beginning on or after January 1, 2027. IFRS 18 will have no impact on recognition and measurement. From Shell’s initial impact assessment, it has concluded that the impact will be limited to disclosure and presentation in the Consolidated Financial Statements. The primary change will be that the share of profit from joint ventures and associates will be classified in the Consolidated Statement of Income under the investing category (income generated by the investment) instead of the operating category. As a result of this change, the dividends received from joint ventures and associates will be reclassified in the Consolidated Statement of Cash Flows from cash flow from operating activities to cash flow from investing activities.

The contents of websites referred to in this announcement do not form part of this announcement.

We may have used certain terms, such as resources, in this announcement that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. Investors are urged to consider closely the disclosure in our Form 20-F, File No 1-32575, available on the SEC website www.sec.gov.

Contacts:
– Sean Ashley, Company Secretary
– Media: International +44 (0) 207 934 5550; Americas: https://www.shell.us/about-us/news-and-insights/media/submit-an-inquiry.html

LEI number of Shell plc: 21380068P1DRHMJ8KU70
Classification: Inside Information

The MIL Network –
March 25, 2025

MIL-OSI: Middlefield Canadian Income PCC – Annual Financial Report

Source: GlobeNewswire (MIL-OSI)

Middlefield Canadian Income PCC (the “Company”)

Including Middlefield Canadian Income – GBP PC (the “Fund”), a cell of the Company

Registered No: 93546

Legal Entity Identifier: 2138007ENW3JEJXC8658

ANNUAL FINANCIAL REPORT

The Company hereby announces the publication of its full unedited annual financial report for the year ended 31 December 2024 (the “AFR”).

In accordance with Listing Rule 6.4.1, a copy of the AFR has been submitted to the National Storage Mechanism and it will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The AFR is also available from the ‘Trust Documents’ section of the Company’s website: https://middlefield.com/funds/uk-funds/middlefield-canadian-income-trust/

Enquiries:

Secretary

JTC Fund Solutions (Jersey) Limited

Tel.: 01534 700000

Dean Orrico

President

Middlefield International Limited

Tel.: 01203 7094016

END OF ANNOUNCEMENT

Middlefield Canadian Income Trust

Annual Report and Accounts

For the year ended 31 December 2024

LON: MCT

Focusing on high levels of stable and increasing income together with capital growth, this Fund invests in high quality, Canadian large capitalisation businesses. Middlefield Limited, the Fund’s investment manager, is a private and independent firm located in Toronto, Canada, and is regulated by the Ontario Securities Commission.

Financial Highlights

2024 DIVIDENDS PAID

5.3p per share

1.325p per share quarterly

5.5p per share New Dividend Guidance for 2025¹

YIELD

4.6%

SHARE PRICE

116.00p

NAV PER SHARE

134.05p

NET ASSETS

£142.7m

1. This is a target only and does not constitute, nor should it be interpreted as, a profit forecast.

Why Middlefield Canadian Income PCC?

Who is this fund for?

This Fund is for long-term investors seeking dividends and capital appreciation from a diversified portfolio of stable, profitable businesses domiciled primarily in Canada.

Reasons to buy

Unique

The UK’s only listed Canadian equity fund focused on high income – admitted to the FTSE UK All-Share Index in 2011.

Proven

Outperformance over the period since inception in 2006. The Fund’s total return for 2024 was 20.6 per cent versus the benchmark total return of 7.6 per cent.

Diversification

UK investors are underexposed to Canadian equities – Canada is one of the largest investable economies in the developed world.

High Income

Canadian equities offer a higher yield compared to other developed markets. MCT has consistently paid dividends in excess of 5p per share per annum since 2017 and increased its dividend in 2023, 2024 and 2025.

Stability

Canada is a member of the G7 and offers one of the most stable political and financial systems in the world.

Governance

Experienced Board of Directors with an independent majority, re-elected annually by shareholders to protect their interests.

A member of the Association of Investment Companies

Further details about the Company, including the latest annual and half yearly financial reports, fact sheets and stock exchange announcements, are available on the website at www.middlefield.co.uk/mcit.htm

Contents

Strategic Report

Key Information 4

Historical Performance 5

Chairman’s Statement 6

Investment Manager’s Report 11

Top Holdings 13

ESG Policy 16

Business Model 22

Biographies 26

Corporate Information 29

Report of the Directors 36

Corporate Report

Statement of Directors’ Responsibilities 40

Directors’ Remuneration Report 41

Corporate Governance Statement 43

Report of the Audit Committee 48

General Shareholder Information 51

General Data Key Investor Document and Related Data 52

Independent Auditor’s Report on the Fund 53

Financial Statements

Statement of Financial Position of the Fund 60

Statement of Comprehensive Income of the Fund 61

Statement of Changes in Redeemable Participating Preference Shareholders’ Equity of the Fund 62

Statement of Cash Flows of the Fund 63

Notes to the Financial Statements of the Fund 64

Independent Auditor’s Report on the Company 81

Statement of Financial Position of the Company 84

Notes to the Financial Statements of the Company 85

Definitions 86

Alternative Performance Measures 87

Key Information

This Fund invests in larger capitalisation Canadian and U.S. high yield equities with a focus on companies that pay and grow dividends.

Exposure to Key Canadian Themes & Industries

Canadian companies are amongst the world leaders across the real estate, financial and energy and power sectors.

Real Estate

Canada has had the highest population growth rate in the developed world. Immigration tailwinds and a highly educated workforce are expected to support ongoing demand for real estate in Canada. Middlefield is one of the top real estate investors in Canada with over 40 years of experience and $450M+ in AUM across real estate strategies.

Financials

One of the world’s most sophisticated and well-capitalised banking systems, Canada’s banks are well-positioned to consistently grow their dividends over time. Canadian financials have historically demonstrated less volatility than peers during periods of market uncertainty.

Energy and Power

North American energy is expected to play a vital role in energy security and the energy transition over the coming decades. Its domestic power market benefits from an abundance of renewable energy sources and robust demand for electricity driven by immigration, growing corporate demand, and improving global accessibility.

Key Data as at 31 Dec 2024

Historical Performance

As at 31 December 2024

Performance Since Inception to 31 December 2024

As at 31 December 2024

Notes:

1. Net asset value total returns (in Sterling, net of applicable withholding taxes, fees, and including the reinvestment of dividends).

2. The Fund’s benchmark, the S&P/TSX Composite High Dividend Index (“Benchmark”), has been currency adjusted to reflect the Canadian Dollar (“CAD”) returns from inception to October 2011 (while the Fund was CAD hedged) and Sterling (“GBP”) returns thereafter.

3. Prior to 31 October 2024, the Fund’s Benchmark as well as the S&P/TSX Composite Index, were calculated gross of withholding tax. Beginning 31 October 2024, the Benchmark and the S&P/TSX Composite Index are calculated net of a 15% withholding tax and all period returns have been restated on this basis.

Recent Performance	1 Mth	3 Mth	6 Mth	YTD	1 Year
Share Price	-10.8%	3.6%	15.3%	20.6%	20.6%
NAV	-4.2%	2.6%	12.9%	15.1%	15.1%
Benchmark	-4.7%	1.1%	7.7%	7.6%	7.6%
S&P/TSX Composite	-4.5%	4.2%	9.9%	13.5%	13.5%

Long-Term Performance	3 Year annualised	5 year annualised	7 Year annualised	10 year annualised	Since Inception annualised¹
Share Price	4.3%	8.2%	7.2%	6.7%	6.8%
NAV	3.3%	7.2%	6.8%	7.4%	7.2%
Benchmark	5.2%	7.9%	6.9%	7.1%	6.1%
S&P/TSX Composite	6.4%	9.8%	8.3%	8.4%	6.4%

Long-Term Performance	3 Year cumulative	5 year cumulative	7 Year cumulative	10 year cumulative	Since Inception cumulative¹
Share Price	13.5%	48.3%	62.8%	90.8%	239.0%
NAV	10.2%	41.9%	58.1%	104.1%	262.7%
Benchmark	16.4%	46.3%	59.2%	97.6%	199.1%
S&P/TSX Composite	20.5%	59.3%	74.6%	124.4%	215.0%

Sources: Middlefield, Bloomberg. As at 31 December 2024.

Past performance is not a guide to the future. The price of investments and the income from them may fall as well as rise and investors may not get back the full amount invested. All price information is indicative only.

Total returns including the reinvestment of dividends for all returns. Fund returns are net of fees.

Composite of monthly total returns for the S&P/TSX Income Trust Index from inception to 31 December 2010 and the S&P/TSX Composite High Dividend Index (formerly named the S&P TSX Equity Income Index).

Currency adjusted to reflect CAD$ returns from inception of MCT to Oct 2011 and GBP returns thereafter since MCT was CAD$ hedged from inception to Oct 2011

Prior to 31 October 2024, the Fund’s Benchmark, as well as the S&P/TSX Composite Index, were calculated gross of withholding tax. Beginning 31 October 2024, the Benchmark and the S&P/TSX Composite Index are calculated net of a 15% withholding tax and all period returns have been restated on this basis.

Chairman’s Statement

Michael Phair

Chairman

It is my pleasure to introduce the 2024 Annual Financial Report for Middlefield Canadian Income PCC (“MCT” or the “Company”) and its closed-ended cell known as Middlefield Canadian Income – GBP PC (the “Fund”). The Fund invests primarily in dividend-paying Canadian equities, with the objective of providing shareholders with a high level of dividend as well as capital growth over the longer term.

Investment Performance

The Fund delivered very good relative performance in 2024. MCT generated total returns of 20.6 per cent on its share price and 15.1 per cent on net assets, both of which were higher than the benchmark total return of 7.6 per cent. Financials, Energy, and Utilities were all positive contributors primarily due to sector allocation and stock selection gains. The Investment Manager believes that 2024 represented the early stages of a sustained outperformance following a period of challenging market conditions for the Fund’s core sectors. In January 2025, the Fund’s dividend was increased from 5.3p to 5.5p per share per annum.

Over 2024, the discount to net asset value at which the Fund’s shares traded narrowed from -16.8 per cent at the start of the year to -13.5 per cent at the end. The discount moved to within -6 per cent at the beginning of December 2024 which coincided with the share price increasing to 131.25p, a high point for the year. This increase reflected the buying activity by Saba Capital Management L.P. (“Saba”) which first announced a notifiable holding in the Fund’s shares in April 2024, and which has announced further increases in its holding since such date. Saba’s current total interest in the Fund’s shares (comprising its direct and indirect exposure) is estimated to be 29 per cent. Recent developments regarding Saba are discussed below under “Engagement with Saba”.

Investment Management

The Board has regular contact with the Investment Manager, Middlefield Limited, to discuss portfolio strategy and review its investment approach, gearing and sector allocations. We remain satisfied that the Investment Manager is applying the strategy consistently and professionally and are confident that the Investment Manager’s outlook and the Fund’s corresponding positioning are capable of delivering good performance over time.

Middlefield Limited, the Fund’s Investment Manager, has 45 years of investing experience. The Investment Manager uses an actively managed strategy, allowing it to take advantage of market dislocations across Canada and the U.S. In 2024, Canada was ahead of other developed countries in reducing their policy rates after sustained downward trends in inflation. Meanwhile, the U.S. Federal Reserve’s monetary policy remained restrictive for longer. In light of the high levels of cash flow and dividends that Canadian equities offer, and the valuation discounts at which they trade relative to U.S. companies, the Board remains supportive of the Investment Manager’s decision to be substantially invested in Canadian equities. In Q4 2024, against the backdrop of an improving outlook for the Canadian economy as well as a peaking of 10-year government bond yields in the U.S. and Canada, the Fund increased its exposure in Canadian energy from c. 19 per cent to c. 22 per cent which remains above the benchmark, while Real Estate remains the most overweight sector in the Fund relative to the benchmark.

Shareholder Engagement

Increasing investor interest in the Fund remains one of the Board’s highest priorities. The Board continues to promote the Company through the Investment Manager’s investor relations initiative, which is dedicated to keeping our shareholders well-informed, especially in times of market turmoil. The Investment Manager provides regular updates through commentaries and articles to get their perspectives directly. This content is accessible on the Investment Manager’s website, where it generates regular insights into the portfolio’s outlook and the decision-making process: Middlefield Canadian Income Trust Content. In addition, the Trust remains engaged with Kepler Partners. Kepler Partners continues to introduce the Investment Manager to new investors throughout London and its surrounding regions, while consistently producing research aimed at raising the profile of the Fund. Kepler Partner’ coverage of the Fund can be accessed at: Middlefield Canadian Income Research. The Board also works with Buchanan, a public relations firm tasked with enhancing the Fund’s reputation among retail investors. The Fund’s ongoing press engagements are featured on our website under “Featured Press”. Alternatively, prospective investors can subscribe to email updates on the Fund’s website to be updated regularly: Middlefield Canadian Income Trust | Middlefield Group.

Fund Sector Weights Compared to Benchmark as at 31 December 2024

Sector Allocation	MCT	Benchmark	Over/Underweight
Financials	27.3%	30.0%	-2.7%
Energy	22.4%	15.0%	7.4%
Real Estate	18.5%	4.4%	14.1%
Pipelines	16.9%	15.8%	1.1%
Utilities	9.5%	13.8%	-4.3%
Materials	2.8%	5.4%	-2.6%
Communication Services	2.6%	10.4%	-7.8%
Consumer Discretionary	0.0%	3.0%	-3.0%
Industrials	0.0%	0.8%	-0.8%
Consumer Staples	0.0%	0.8%	-0.8%
Health Care	0.0%	0.7%	-0.7%
Information Technology	0.0%	0.0%	0.0%
Total	100.0%	100.0%

Source: Middlefield, Bloomberg

The background to the Fund’s performance is explained in depth by Mr Dean Orrico in the Investment Manager’s accompanying report.

Engagement with Saba

Since the Fund’s year end, on 10 February 2025 the Fund, together with three other UK-listed closed-end funds, received a requisition notice from Saba, marking the second phase of Saba’s recent activist campaign in the UK-listed closed-end fund sector. The first phase commenced on 18 December 2024 with Saba requisitioning general meetings at seven UK-listed closed-end funds, proposing resolutions (each of which later failed) to remove the current independent directors of those seven funds and replace them with Saba’s own appointees, with a view to also terminating the management contracts and, in due course, replacing the investment managers with Saba.

The requisition notice received by the Fund on 10 February 2025 was for the approval by shareholders of the taking of all necessary steps to implement a scheme or process by which shareholders would become (or have the option to become) shareholders of a UK-listed open-ended investment company (or similar open-ended investment vehicle) implementing a substantially similar strategy to the Fund. Such scheme or process could entail shareholders rolling into an existing or newly established UK-listed open-ended investment company (or similar open-ended investment vehicle), in either case managed by the Fund’s existing investment manager or one of its affiliates.

Following consultation with a number of the Fund’s largest shareholders including Saba, and following constructive discussions with Saba, on 21 February 2025 the Fund announced that Saba had agreed to withdraw its requisition notice for a period of 60 days to enable the Fund and its advisers to formulate proposals that are in the best interests of all shareholders.

Gearing

The Fund reports its gearing relative to net and total assets in its monthly fact sheet. Gearing relative to total assets was consistent throughout 2024. This compares to the Fund’s upper gearing limit of 25 per cent. of its total assets at the time of drawdown. Net gearing, which represents borrowings as a percentage of net assets, is the AIC standard measure of gearing. Net gearing at the start of the year was 17.2 per cent and ended the period on 31 December 2024 at 19.3 per cent.

The cost of borrowing has come down in 2024 due to the Bank of Canada cutting rates by a total of 175 basis points throughout the year. We anticipate further declines in borrowing costs as the BoC is expected to continue its easing cycle in 2025. The Board continues to believe the use of gearing is warranted at prevailing interest rates due to an expected total return that exceeds total borrowing costs. The Board will continue to weigh the benefits of gearing against the costs and monitor the spread between interest expenses and the yield of the portfolio to ensure the use of leverage remains in the best interest of shareholders. On 3 April 2024, the credit facility was amended to replace Banker’s Acceptances with CORRA (Canadian Overnight Repo Rate Average administered and published by the Bank of Canada) loans.

Earnings and Dividends

In light of the excess revenue earnings generated by the Fund this year, together with the prospect of dividend growth from the underlying portfolio, the Board approved a 0.2p increase to the annual dividend target in early 2025 to 5.5p for 2025. This is a target only and should not constitute, nor should it be interpreted as a profit forecast.

Quarterly interim dividends each of 1.325p per share were paid on 31 January 2024, 30 April 2024, 31 July 2024 and 31 October 2024 representing a 1.92 per cent. increase to quarterly payments made in 2023.

Consistent dividend growth is a core consideration for the Fund’s security selection process and factored into the Board’s decision to increase the dividend. The Company’s revenue earnings per share totalled 5.61p for the current year, reflecting a dividend coverage ratio of 1.06. This compares to dividend coverage ratios of 1.07 in 2023 and 1.16 in 2022. The Board regularly reviews the Fund’s dividend coverage and, subject to market conditions as well as the Fund’s earnings, it will continue to consider whether further dividend increases are warranted in the future.

Directors’ Remuneration

For 2024, the directors’ remuneration remained at £36,000 per annum for the chairman of the Board, £32,000 per annum for the chairman of the audit committee and £29,000 per annum for all other directors bar Mr Orrico, who has waived his entitlement for remuneration for acting as a director. The last increase was on 1 July 2023.

Related Party Transactions

The Company’s related parties are its directors and the Investment Manager. There were no related party transactions (as defined in the Listing Rules) during the year under review, nor up to the date of this report. Details of the remuneration paid to the directors and the Investment Manager during the year under review are shown in note 13.

Material Events

Save for the Saba requisition and the Board’s ongoing consideration of future strategic options for the Company following engagement with Saba as referred to above, the Board is not aware of any significant event or transaction which has occurred between 1 January 2025 and the date of publication of this statement which could have a material impact on the financial position of the Fund.

Company and Fund Annual General Meetings

At each of the Company and Fund Annual General Meetings held on 13 June 2024, all resolutions, relating to both ordinary business and special business were duly passed.

Board Composition and Succession Planning

The Board frequently reviews its succession planning strategy and has taken multiple steps in recent years to refresh its composition. We are pleased with the significant progress made to ensure the highest standards of good corporate governance. These steps include the appointment of four new nonexecutive directors over the past five years: Mr Michael Phair (on 13 June 2019), Ms Kate Anderson (on 12 April 2021), Ms Janine Fraser (on 13 September 2022) and Mr Andrew Zychowski (on 30 June 2023).

The Board currently comprises five nonexecutive directors, of whom four are independent and 40 per cent are female, including the senior independent director.

Contact

Shareholders can write to the Company at its registered office or by email to the Secretary at middlefield.cosec@ JTCGroup.com.

Principal Risks and Uncertainties

Trade policy uncertainty will remain a persistent overhang in the coming months, affecting business confidence, capital investment, and supply chain planning across North America. With the looming USMCA renegotiation deadline and ongoing discussions around tariffs, businesses face heightened risks when making strategic decisions. Companies reliant on cross-border trade may hesitate to expand operations, allocate capital, or engage in M&A, given the potential for new trade barriers and shifting regulatory frameworks. This uncertainty could lead to reduced investment and prolonged supply chain inefficiencies, ultimately weighing on economic growth and corporate earnings.

Additionally, although discussions to date between the Board and Saba have been constructive, uncertainty remains over how the Company will proceed going forwards. The Board remains mindful of the need to act at all times in the best interests of shareholders as a whole and wishes to avoid future engagement in costly and time-consuming activist shareholder campaigns.

Despite inflation moderating in 2024, the risk of an upside surprise in inflation remains a key concern. Stickier inflation could erode consumer purchasing power and increase the cost of borrowing, stifling economic activity. Persistently high inflation could delay further rate cuts from central banks, which could exacerbate financial stress, leading to higher delinquency rates and weaker household consumption.

The combination of expanding fiscal policies and easing monetary conditions could further strain government balance sheets in 2025. Canada and the US continue to run large fiscal deficits, with rising debt levels fuelling concerns about long-term sustainability. Increased government borrowing costs, especially in a higher-for-longer rate environment, could lead to investors demanding higher risk premiums and increased volatility in bond markets and sovereign credit ratings.

Geopolitical concerns in 2024 centred on the wars in Ukraine and the Middle East, trade policy between the US and its trading partners, and a change in leadership in Canada and U.S. Although there are efforts to reach a ceasefire in both Ukraine and Israel, these conflicts all have the potential to disrupt global trade routes, commodity prices, and investor sentiment. The risk of further escalation could lead to supply shocks in energy markets, driving up commodity prices and putting renewed pressure on inflation. In addition, strained US-China relations – particularly over trade, technology and Taiwan – could introduce market volatility, affecting global supply chains and investment flows.

Managing Risks

The Board places significant emphasis on the Company’s risk assessment and the management of substantial risks. The Board prioritises this aspect, guided by its evaluation of the risks inherent in the Company’s operations. It oversees the controls implemented by the Board, the Investment Manager and other service providers. These evaluations and oversight activities are documented in the Company’s business risk matrix assessment, which remains an effective instrument for identifying and tracking primary risks.

The directors consider the principal risks of the Company to be those risks, or a combination thereof, that may materially threaten the Company’s ability to meet its investment objectives, its solvency, liquidity or viability. In assessing the principal risks, the directors consider the Company’s exposure to and likelihood of factors that they believe would result in significant erosion of value, such as the possibility of a recession, the ability of Canada to diversify its economy away from natural resources, ongoing geopolitical tensions, the impact of climate change risk on investee companies, foreign exchange rates and the impact of higher interest rates on the Company and investor sentiment.

At the time of this report, trade policy uncertainty, interest rates, and geopolitical tensions continue to have an impact on markets at both macro and micro levels. Growing geopolitical tensions can increase the risk of supply chain shocks and spikes in commodity prices. While the long-term severity and the impact on the Company’s principal risks and viability cannot currently be predicted with any accuracy, it is expected that a prolonged war in the Middle East would have detrimental effects on market sentiment, which could affect the Company’s asset values.

Outlook

Canada is well-positioned for economic resilience and market outperformance, supported by a lower rate environment, strong corporate fundamentals, and favourable structural tailwinds across key sectors. 2024 served as a strong base for the Fund’s core sector exposures, and we expect to build on that momentum. Canadian equities continue to offer attractive valuations, robust earnings growth, and compelling risk-adjusted returns relative to global peers. MCT remains strategically positioned to capitalise on these trends, with its core exposure in financials, real estate, energy, pipelines, and utilities – sectors that are well insulated from external trade policy uncertainty and provide strong income generation, stability, and long-term growth potential. The Fund does not hold significant exposure to industries most vulnerable to tariffs, such as manufacturing, autos, and materials, reducing its reliance on unpredictable trade negotiations.

Despite having similar expected earnings growth over the next two years, Canadian equities continue to trade at steep valuation discounts to US stocks. With a circa 4.5 per cent dividend yield, the Fund also provides a stable and growing stream of income to investors in the form of quarterly distributions. We believe the current valuation discount embedded in Canadian equities offers a compelling entry point into high-quality Canadian companies. We continue to advocate that UK investors seeking North American equity exposure should allocate capital to Canada.

We look forward to an ongoing dialogue with shareholders in order to inform our decision making process going forward and to enable us to continue to act in the best interests of all shareholders.

Michael Phair

Chairman

24 March 2025

Middlefield Group is a private and independent asset manager focused on equity income investment strategies. Located in Toronto, Canada, the company oversees a suite of funds, many of which have been recognised for excellence in various investment categories. Middlefield specialises in managing diversified equity income strategies for UK and Canadian investors with a particular focus on delivering stable distributions and capital appreciation over the long term.

Investment Manager’s Report

Dean Orrico

2024 was an exceptional year for MCT unitholders, as we look to build on the momentum for continued growth into 2025. Despite both the TSX Composite and S&P 500 closing near all-time highs, many areas of the market, such as dividend payers and small-caps, did not meaningfully participate in the 2024 market rally. Technology and communication services stocks led to the upside while cyclical and value sectors lagged. In British Pounds, shares in the Fund generated a total return of 20.6 per cent and a NAV total return of 15.1 per cent. In local currency, the S&P 500, NASDAQ Composite, and the TSX Composite returned 25 per cent, 30 per cent and 22 per cent, respectively. The TSX lagged the S&P 500 by 3 per cent in 2024, due to its lower exposure to technology stocks and greater weighting to cyclical and value sectors. The Fund’s benchmark is more concentrated in higher-yielding dividend stocks and returned 9.6 per cent, lagging the TSX by nearly 12 per cent. Price-to-earnings multiples remain depressed for the TSX, resulting in a 4x multiple discount relative to the S&P 500.

We are encouraged by several trends that emerged in mid-2024. Firstly, the Bank of Canada (BoC) began its first rate-cutting cycle in 4 years through a series of rate cuts totalling 175 basis points. Meanwhile, 10-year bond yields fell by more than 100 basis points from their 2023 highs as inflation concerns abated. Second, market breadth improved as companies and sectors that lagged throughout 2023 and H1’2024 benefitted from a relief rally. We believe this market broadening could represent the early stages of a prolonged recovery in dividend-paying stocks that should continue throughout 2025.

In British Pounds, the Fund’s net asset value generated a total return of 15.1 per cent. Stock selection within the energy sector was the biggest contributor to performance in 2024 following a difficult 2023 period, with Enbridge and TC Energy among the Top 5 biggest contributors to performance. Utilities were the next biggest contributor, with Capital Power generating a total return of 77.9 per cent due to its strategy to supply power for upcoming AI data centres in Canada. Capital Power remains a large overweight position relative to the benchmark and has been a consistent Top 10 holding in the Fund.

President Trump’s second term has introduced significant trade policy uncertainty. Despite all the trade noise, Canada’s economy remains on sound footing and is compelling for investors seeking attractive valuations and higher levels of income. While the scale and scope of potential US tariffs remain unpredictable, the Fund is well-positioned due to its diversification across resilient, high-quality sectors. With a focus on Canadian financials, pipelines, and REITs, the Fund is largely insulated from more tariff-targeted manufacturing industries, such as steel, aluminium, autos, and lumber. Similar to President Trump’s first term, we believe rational economic interests will prevail and the USMCA trade agreement will ultimately be renegotiated with minimal impact on Canadian equities. The U.S. represents over 75 per cent of Canadian exports and is an extremely important end-market for these sectors. US, Canada, and Mexico share over $1.5 trillion in annual trade, supporting 17+ million jobs across the three economies. This trilateral trade flow is one of the largest in the world, underscoring the significance of the USMCA agreement in maintaining economic stability in North America. Given this deep integration, renegotiations will likely aim to preserve trade stability rather than disrupt it.

The Canadian federal election which has been called for 28 April 2025, will be a key event to watch with potential positive implications for economic policy, trade, and capital markets. A Canada-first mentality is gaining traction, emphasizing deregulation, pro-business policies, and strengthening domestic industries. A more conservative, business-friendly government could lead to increased investment in key sectors such as energy infrastructure, along with streamlined regulatory processes to encourage economic growth. In addition, diversifying trade partnerships beyond the US could present significant opportunities for Canadian pipeline and energy companies. These developments could also lead to increased foreign investment in Canada, strengthening the Canadian dollar. However, trade policy negotiations will bring uncertainty in the markets, particularly if US protectionist policies weigh on exports.

Our base assumption remains that Canadian inflation will continue trending lower throughout 2025, supported by slowing immigration, easing supply chain pressures, and a more accommodative monetary policy stance from central banks. Over the past year, both the BoC and the Fed have seen meaningful progress in reducing inflation which has prompted rate cuts. However, deregulation, increased fiscal spending, and tax relief in the US could reintroduce inflationary pressures by stimulating aggregate demand, business investment, and consumer spending. While these policies are beneficial for long-term growth, they could delay or slow the pace of rate cuts if inflation proves to be stickier than expected. The balance between continued disinflation and the potential for reaccelerating inflation will be a key theme for policymakers in the year ahead.

We remain constructive on the Canadian real estate sector in 2025. Although there was a strong rally in REIT unit prices during Q3, we saw a reversal after 10-year yields began climbing again. Investor sentiment for the broader real estate sector is inflecting and we are now seeing foreign buyers of Canadian REITs after a prolonged disconnect between fundamentals and valuations. With bond yields declining and central banks cutting rates further, we believe certain REITs are extremely well-positioned to outperform. Canadian REITs continue trading at an approximate 25 per cent discount to NAV.

We expect quality REITs that generate stable and growing cash flows to narrow this discount throughout 2025. For these reasons, real estate remains the Fund’s largest active sector weight relative to the Benchmark. The Fund’s core real estate exposure areas include necessity-based retail, apartments, industrial, and seniors housing.

Energy was among the Fund’s biggest contributors to performance in 2024 and remains a high-conviction investment theme for 2025. Energy represents 22 per cent of the portfolio, which outweighs the benchmark by 7.4 per cent. As geopolitical tensions mount, energy security has become a paramount issue for many countries. Canada’s oil and natural gas reserves rank in the top five globally, positioning the Canadian energy sector for consistent growth for decades. The recently completed Trans Mountain Expansion project will help unlock this growth potential by increasing capacity for crude oil transportation by an additional 590,000 barrels per day. In addition, LNG Canada, the largest private infrastructure project in Canada’s history, will become operational later this year. With an export capacity of 1.8 Bcf/d, LNG Canada will provide Canadian gas producers with a material boost to production egress. These large infrastructure projects are expected to stimulate significant investments from energy producers as well as midstream companies that will need to add necessary processing and handling capabilities.

Financials represented 28 per cent of the Fund and remained the largest sector exposure in 2024. The decision stemmed from our growing confidence in the economic landscape both in Canada and the U.S, increasing corporate and investor sentiment as well as a pickup in capital markets activity. As the Bank of Canada began cutting rates mid-2024, Canadian banks rallied in Q3 after posting solid earnings results and improved sentiment. The banks remain well capitalised above regulatory minimums and are now strategically deploying capital to support organic growth. Credit concerns have been abating as we are past the peak in provisions for credit losses. The banks have prudently been building their capital reserves to ensure they remain well-equipped in the event of widespread credit defaults. With bond yields having fallen approximately 80 basis points from their April 2024 peak, and strengthening underwriting standards, we have become less concerned by this risk but continue to monitor credit quality closely. The Fund has been diversifying its exposure to financials by adding insurance companies and asset managers to the portfolio. These positions will expose the Fund to different revenue streams and geographies. Our highest weighted names remain Bank of Montreal, Royal Bank of Canada, and CIBC, all of which have well-capitalised balance sheets and fully covered dividends.

The Fund had 9.5 per cent of the portfolio allocated to utilities at the end of 2024, below the Benchmark weight of 13.8 per cent. This underweight positioning was additive to performance. Despite its traditionally defensive characteristics, the sector lagged the TSX last year by 9.6 percentage points, with a total return of 8.6 per cent (local currency). Independent power producers did most of the heavy lifting, while regulated utilities and renewables significantly lagged. We expect the rest of the sector to re-rate over time as interest rates decline. The surging demand for electricity to power new data centres is a positive trend and we remain bullish on the sector’s long-term growth prospects. Our preferred picks in the sector include AltaGas, Capital Power, and Brookfield Renewables.

Top Holdings

Top Holdings as at 31 December 2024

Company	Sector	% of Equities
Tourmaline Oil Tourmaline is Canada’s largest natural gas producer and one of North America’s top suppliers of low-cost energy. The company operates high quality assets in the Montney and Deep Basin formations, leveraging its scale and strong balance sheet to maintain industry leadership. Tourmaline has also built a solid track record of dividend growth while paying out frequent special dividends over the last few years driven by their strong cash flow generation and commitment to growing shareholder returns.	Energy	4.8%
Enbridge Inc. Enbridge is one of the largest energy infrastructure companies in North America with an extensive delivery network of crude oil, natural gas, natural gas liquids and renewable energy. The company also provides gas utility services in Ontario, Quebec, and New Brunswick. It is actively investing in low carbon technologies such as solar, wind and hydroelectric power generation facilities. Enbridge’s goal is to achieve net-zero emissions by 2050 and reduce its greenhouse gas emissions by 30% by 2025.	Pipelines	4.7%
Bank of Montreal Bank of Montreal, which was founded in 1817, has grown to be Canada’s fourth largest bank. For over two centuries, BMO has maintained a consistent record of dividend payments. It has a well-established commercial banking business that it plans to grow through new product offerings and superior customer experience. BMO conducts its business in the US through its subsidiary, BMO Harris Bank which has over 500 branches.	Financials	3.9%
Canadian Natural Resource Ltd. Canadian Natural Resource is one of the largest independent producers of oil and natural gas in Canada. The company is focused on maximising shareholder value through a combination of organic growth initiatives, dividend payments and share buybacks. It has grown its dividend by approximately 23% per annum over the past 5 years and has never cut its dividend.	Energy	3.8%
Royal Bank of Canada Established in 1864, RBC stands as Canada’s largest bank by market capitalization. With a robust presence globally, RBC excels in providing diverse financial products and services through branches, ATMs, and cutting-edge online platforms. Renowned for its customer-centric approach, RBC’s strategic focus on the Capital Markets division enhances its standing, making the bank a key player in international finance.	Financials	3.7%

TC Energy TC Energy is a leading North American energy infrastructure company, operating natural gas, liquids pipelines, and power generation assets. It owns and operates over 93,300 km of natural gas pipelines across Canada, the U.S, and Mexico, supplying ~25% of North America’s natural gas demand. In addition, it operates power generation assets, including nuclear and renewable energy, contributing to a diversified portfolio. The company generates revenue through long-term take-or-pay contracted agreements which provide stable cash flows with minimal commodity price exposure.	Pipelines	3.5%
CIBC CIBC is one of Canada’s Big Six banks, providing a range of personal, business, and institutional banking services. The bank operates across four key segments, including Personal Banking, Commercial Banking & Wealth Management, as well as Capital Markets. The bank boasts a significant presence in Canada and U.S banking, with a growing U.S commercial lending business.	Financials	3.4%
AGF Management AGF Management is a global asset management firm, providing investment solutions across mutual funds, ETFs, and alternative investments. In recent years, it has expanded into private credit and alternatives, positioning itself for higher-margin growth. As funds flow out of savings accounts and back into equity markets post-rate cutting cycle, the active asset management industry will face meaningful tailwinds.	Financials	3.4%
Manulife Financial Founded in 1887, Manulife Financial is a leading insurance provider in Canada’s financial sector. Offering a comprehensive range of financial solutions, the company operates through a widespread network and digital platforms. With a focus on insurance, wealth management, and investments, Manulife’s commitment to innovation and customer satisfaction cements its prominent position in the global financial landscape.	Financials	3.4%
Pembina Pipelines Corp. Pembina is a well-established and reputable transportation and midstream service provider with over 65 years of operational history. Its assets are diversified across the hydrocarbon value chain, including pipelines, gathering & processing, and NGL midstream operations in Canada and the US. The company is actively investing in low-carbon and sustainability solutions such as carbon capture and storage to offset greenhouse gas emissions.	Pipelines	3.1%

Outlook

Global markets face heightened uncertainty, driven by elevated geopolitical risks, shifting monetary policy, and trade tensions. Despite these challenges, Canada remains well-positioned for outperformance in 2025, underpinned by attractive valuations, strong fundamentals, and structural tailwinds in key sectors, including energy, real estate, and financials. The TSX Composite continues to trade at a 7 turns discount to the S&P 500, representing an attractive entry point for investors seeking dividend growth, capital discipline and resilient earnings.

While trade policies remain unpredictable, the Fund is well-diversified across resilient, high-quality, service-based sectors that are less exposed to tariffs. Canada is benefitting from deregulation, a more pro-business environment, and a shift in fund flows towards value and cyclical sectors as markets continue to broaden. The AI-driven expansion will require vast energy infrastructure to support data centre growth, creating significant opportunities for pipeline and utility companies – sectors where the Fund has substantial exposure.

Canadian corporations continue to prioritize shareholder returns, with record dividend payouts and share buybacks, a trend that is expected to persist. The Fund remains focused on high-quality companies with strong free cash flow generation and ability to grow their dividends. MCT’s portfolio emphasises high dividend paying stocks which have a long track record of consistently increasing dividends. Over the past five years, dividends received by the Fund on its portfolio have increased by 8.2 per cent per annum, exceeding the 7.5 per cent per annum growth rate for the Benchmark.

Middlefield Limited

Date 24 March 2025

ESG

Environment, Social and Governance (“ESG”) Policy and Stewardship Principles: ESG Policy

As Investment Manager, Middlefield Limited (“Middlefield”) has a duty to maximise investment returns for the shareholders of the Fund without undue risk of loss. Middlefield does this within the investment limits of the Fund’s investment mandate. Although the Fund is not an ESG-focused or sustainable fund, Middlefield incorporates ESG considerations into its investment process to aid decision making, identify potential risks and opportunities and to enhance long-term, risk-adjusted returns. Stephen Erlichman, one of the foremost experts on governance in Canada, serves as Chair, ESG for Middlefield to augment its ESG capabilities and processes.

It is Middlefield’s responsibility to employ a disciplined investment process that seeks to identify attractive investment opportunities and evaluate material risks that could impact portfolio returns. Middlefield believes that ESG factors have become an important component of a thorough investment analysis and that the integration of ESG factors will result in a more comprehensive understanding of a company’s strategy, culture and sustainability. Consistent with these objectives, Middlefield integrates ESG considerations into its investment process and these considerations are significant factors in selecting portfolio companies for its ESG-focused mandates. Our current ESG integration process includes the following:

1. Middlefield incorporates ESG scores and other ESG data in its multi-disciplined investment process to evaluate investments. Its methodology includes a qualitative review and assignment of ESG scores to individual holdings. Each company is analysed on an absolute basis and measured relative to its peers. The ESG scores and other ESG data are not the sole factors that govern its investment decisions, however, but rather constitute part of the information it reviews and considers alongside its fundamental, quantitative and qualitative research.

2. The ESG scoring framework considers the average ESG scores from several reputable third-party data providers. In addition, it cross-references potential investments with the constituents of relevant ESG indices to assess their eligibility in ESG-focused mandates. The data providers it has chosen to incorporate into its ESG analysis currently are Sustainalytics, S&P, Bloomberg and Refinitiv.

3. ESG considerations also are integrated into our investment process by, among other things:

• reviewing companies’ public disclosure, including annual reports, proxy circulars, and, if available, sustainability or ESG reports;

conducting research and analysis on companies’ ESG policies and practices;

obtaining third party research on companies;

engaging with companies, including from time to time having discussions with management teams (both before purchasing shares for the portfolios and while our portfolios own such shares) on topics such as what initiatives and strategies have been put in place by the companies to deal with ESG considerations material to such companies; and

monitoring shareholder meetings and voting proxies.

Middlefield’s approach to ESG integration may evolve over time as more ESG and sustainability research and data become available.

In addition to Middlefield’s integration of ESG considerations into its investment process Middlefield has adopted Stewardship Principles and activities which are complementary to its ESG integration process.

Middlefield’s Stewardship Principles

Middlefield, as a Canadian asset manager, understands it has the responsibility to be an effective steward of the assets it manages for its clients in order to enhance the value of those assets for the benefit of its clients. The Canadian Coalition for Good Governance (“CCGG”) has published a set of seven stewardship principles which have become recognised as Canada’s stewardship code for institutional asset owners and asset managers.

Middlefield believes that CCGG’s stewardship principles should be tailored for asset managers depending on various factors, such as the size of the asset manager and the type of assets managed. Set out below are CCGG’s seven stewardship principles and a description of how Middlefield, as an independent Canadian asset manager whose predominant assets are public and private investment funds that invest in Canadian and international equities, carries out or intends to carry out such principles.

Principle 1.

Develop an approach to stewardship: Institutional investors should develop, implement and disclose their approach to stewardship and how they meet their stewardship responsibilities.

Middlefield integrates stewardship into its investment process. Such integration includes:

a procedure for voting proxies (see Principle 3);

monitoring companies (see Principle 2);

engaging with companies (see Principle 4);

• outsourcing stewardship activities (by, inter alia, utilising a proxy advisory firm to assist in monitoring companies and voting proxies);

reporting to its clients (as required by law); and

managing potential conflicts of interest (via Middlefield’s Independent Review Committee mandated by National Instrument 81-107, as well as Middlefield’s Code of Conduct).

Principle 2.

Monitor companies: Institutional investors should monitor the companies in which they invest.

Middlefield monitors the companies in which it invests, including as follows:

it reviews companies’ public disclosures, including annual reports and proxy circulars;

it conducts research and analysis on companies;

it obtains third party research on companies;

it engages with companies (see Principle 4); and

it monitors formal shareholder meetings and, if there is a particularly important matter and it believes it is practical and appropriate to do so, it attends formal shareholder meetings.

Principle 3.

Report on voting activities: Institutional investors should adopt and publicly disclose their proxy voting guidelines and how they exercise voting rights.

Middlefield exercises voting rights attached to the securities held by the funds it manages as follows:

• Middlefield uses the following proxy voting guidelines:

proxies will be voted in a manner that seeks to enhance the long-term sustainable value of the funds it manages; and

proxies will be voted in a manner consistent with leading Canadian and international corporate governance practices.

• on routine matters, Middlefield generally supports management and the board unless there are unusual circumstances; and

Middlefield uses the services of a proxy advisory firm to assist in voting proxies. Middlefield assesses the voting recommendations of the proxy advisory firm but Middlefield also monitors leading Canadian and international corporate governance practices. Middlefield does not automatically follow the recommendations of the proxy advisory firm, but in most cases, it votes as recommended. Middlefield retains ultimate responsibility for all proxy voting decisions.

In addition, the public funds managed by Middlefield follow the proxy voting requirements of Part 10 of National Instrument 81-106 in regard to establishing policies and procedures for proxy voting and in regard to preparing and disclosing their proxy voting records.

Principle 4.

Engage with companies: Institutional investors should engage with portfolio companies.

Middlefield engages with portfolio companies as follows:

Middlefield engages with management of portfolio companies regularly, both before shares are purchased for the funds it manages and also while its funds own shares of the portfolio companies; and

When Middlefield believes it is warranted, it may escalate engagement activities by engaging with directors, by voting against or withholding votes from directors or by voting against companies’ “say on pay” resolutions.

Principle 5.

Collaborate with other institutional investors: Institutional investors should collaborate with other institutional investors where appropriate.

Middlefield collaborates with other institutional investors through investor associations to which Middlefield belongs.

Principle 6.

Work with policy makers: Institutional investors should engage with regulators and other policy makers where appropriate.

Middlefield’s professional advisors, such as the law firms and accounting firms it retains, assist to keep it up to date on developments that are material to it as an asset manager. It utilises its professional advisors, and it also relies on the organisations to which it belongs, to engage on its behalf with regulators and policy makers where appropriate.

Principle 7.

Focus on long-term sustainable value: Institutional investors should focus on promoting the creation of long-term sustainable value.

Middlefield focuses on a portfolio company’s long-term success and sustainable value creation, including as follows:

Middlefield focuses on a company’s management and strategy, as well as its risks (both company specific and systemic); and

Middlefield considers environmental, social and governance factors that are relevant to a company and integrates such factors into its investment activities.

ESG Case Studies

Canadian Imperial Bank (3.41% of the portfolio as at 31 December 2024)

Summary:

Canadian Imperial Bank of Commerce (CIBC) is Canada’s 5^th largest bank and serves retail, commercial, wealth management, and capital market clients. The company’s enterprise-wide regulatory program aims to enhance alignment with market practice and regulatory requirements. The company has received various accolades and recognition for its sustainability initiatives and commitment to sustainability.

Highlights:

• Ranked #3 in North American Project Financial Renewables by IJ Global

• Built a leading renewables franchise focused on providing clients with expert guidance and access to the required capital

• CIBC Foundation continues to demonstrate purpose in action and supporting causes that are important to clients and communities

Top ESG Issues:

• Strengthening cybersecurity and anti-money laundering standards remain a key issue for the financial services sector in North America

• Implementing the right policies and procedures to address current and emerging ESG priorities, including artificial intelligence, financed emissions, and sustainable finance

ESG Ranking Relative to the Fund’s Benchmark:

Sources: S&P, Sustainalytics, Bloomberg.

Choice Properties REIT (2.22% of the portfolio as at 31 December 2024)

Summary:

Choice Properties REIT invests in necessity-based retail, commercial, industrial, mixed-use, and residential properties across Canada. The Choice Cares program aims to develop a strong culture of philanthropy, diversity, equity, and inclusion. Choice was also named one of Greater Toronto’s Top Employers (2023 and 2024) in recognition of their mentorship and benefit enhancement programs.

Highlights:

• Achieved the first CAGBC Zero Carbon Building Design certification to be awarded to a retail property

• Maintained GRESB 4-star rating for second year (scored 82 on a 100-point scale), and continued to receive “low” Sustainalytics ESG risk rating

• Developed a Social Impact Framework that aligns with their core business and promotes local economic development and social cohesion at the neighbourhood level

Top ESG Issues:

• Addressing affordability needs by developing mixed-use and community-driven projects

• Implementing green building standards as well as reducing energy and water consumption across its real estate portfolio

ESG Ranking Relative to the Fund’s Benchmark:

Sources: S&P, Sustainalytics, Bloomberg.

Business Model

The Company’s Status

Middlefield Canadian Income – GBP PC is a protected cell of Middlefield Canadian Income PCC, a Jersey-incorporated protected cell company.

The Fund is a closed-ended fund, whose shares have been admitted to the Official List of the FCA and to trading on the London Stock Exchange’s Main Market for listed securities. The Fund is regulated in Jersey by the Jersey Financial Services Commission (“JFSC”).

JTC Fund Solutions (Jersey) Limited acts as the Company’s secretary and administrator. The Fund’s NAV is calculated using the bid prices of the securities held within its portfolio. The Company publishes the NAV of a share in the Fund on a daily basis.

Investment Objective and Policy²

The Fund seeks to provide shareholders with a high level of dividends as well as capital growth over the longer term. The Fund intends to pay dividends on a quarterly basis each year.

Investment Portfolio

The Fund seeks to achieve its investment objective by investing predominantly in the securities of companies and REITs domiciled in Canada and listed on a Canadian Stock Exchange that the Investment Manager believes will provide an attractive level of distributions, together with the prospect for capital growth. It is expected that the Fund’s portfolio will generally comprise between 35 and 70 investments.

The Fund may also hold cash or cash equivalents.

The Fund may utilise derivative instruments including index-linked notes, contracts for differences, covered options and other equity-related derivative instruments for the purposes of efficient portfolio management.

The Fund will at all times invest and manage its assets in a manner which is consistent with the objective of spreading investment risk.

Investment restrictions

The Fund will not at the time of making an investment:

have more than 10 per cent. of the value of its portfolio assets invested in the securities of any single issuer; or

have more than 50 per cent. of the value of its portfolio assets comprised of its ten largest security investments by value; or

have more than 40 per cent. of the value of its portfolio assets invested in securities listed on a recognised stock exchange outside Canada; or

(d) have more than 10 per cent. of the value of its portfolio assets invested in securities listed on a recognised stock exchange outside Canada and the United States; or

(e) have more than 10 per cent. of the value of its portfolio assets invested in unquoted securities; or

(f) purchase securities on margin or make short sales of securities or maintain short positions in excess of 10 per cent. of the Fund’s NAV.

Hedging

The Board reserves the right to employ currency hedging but, other than in exceptional circumstances, does not intend to hedge.

Gearing

The Fund has the power to borrow up to 25 per cent. of the value of its total assets at the time of drawdown. In the normal course of events, and subject to Board oversight, the Fund is expected to employ gearing in the range of 0 to 20 per cent. of the value of its total assets in order to enhance returns. Net gearing, which represents net borrowings as a percentage of net assets, is the AIC standard measure of gearing. At year end, the Fund’s net gearing was 19.3 per cent.

Promoting the Company’s Success – Section 172 Statement

The AIC Code requires that the Company should understand the views of the Company’s key stakeholders and describe in the annual report how their interests and the matters set out in section 172 of the UK’s Companies Act 2006 have been considered in Board discussions and decision-making.

The Company has no employees and all of the directors are non-executive, so the Board considers that its key stakeholders are its shareholders, its service providers, society, the government, and regulators.

The Board’s engagement with stakeholders is described in the section “Engagement with Stakeholders” below.

The Board considers that the Company, as an externally-managed investment trust, with no employees, premises, nor manufacturing or other physical operations, therefore has no material, direct impact on the community and the environment. However, the Board considers social, community, environmental and human rights matters to be of significant importance and, in this respect, takes soundings from the Investment Manager as to how these matters are taken into consideration in respect of portfolio construction and its ongoing management. The Investment Manager is tasked with assessing how companies deal with and report on social and environmental risks and issues specific to the industry. It aims to incorporate ESG criteria into the Investment Manager’s processes when making stock selection decisions and promoting ESG disclosure.

The Investment Manager is mindful of the impact which it can have upon shaping the consideration given to ESG matters by the Fund’s investee companies. In addition to considering ESG matters in portfolio construction decisions, the Investment Manager conducts ongoing investee company monitoring, and this engagement process may include voting and communication with management and company board members. Although the Company does not take a controlling stake in its investees, the Board also considers the interests of those stakeholders and oversees the activities of the Investment Manager, as explained in this Section 172 Statement. The Board ascribes to the highest standards of business conduct and has policies in place to ensure compliance with all applicable laws and regulations. In this respect, it also interacts with governmental organisations providing public services for society, and financial services regulators (such as the FCA and JFSC). In addition to monitoring the Company’s compliance with its own obligations, the Management Engagement Committee also monitors compliance by its service providers with their own obligations and; the work of the Management Engagement Committee during the year is explained in more detail later in this report on pages 46 and 47.

The Company has an unlimited life and as described in detail in the Company’s viability statement, the Board considers the prospects of the Company for at least the next three years whenever it considers the Company’s long-term sustainability. All strategic decisions are therefore taken with the long-term success of the Company in mind and the Board takes external advice whenever it considers that such would be beneficial to its decision-making process, primarily from its retained service providers (including legal counsel), but also from other external consultants.

The Board encourages openness and transparency and promotes proactive compliance with new regulations. The Company, through its Investment Manager and Administrator, files Jersey regulatory statistics on a quarterly basis and assists the Administrator in collecting data for provision to the JFSC to conduct a national risk assessment of money laundering and terrorist financing threats to Jersey.

Engagement with Stakeholders

As regards the Board’s engagement with shareholders, all shares in issue rank pari passu, all shareholders are treated equally. and no shareholder receives preferential treatment. When making decisions of relevance to shareholders, the Board considers first and foremost the likely consequences of its decisions in light of its duty to act in the best interests of the Company and shareholders as a whole.

In addition to the regular reporting provided by key service providers, the Board’s primary formal engagement with its service providers is via the Management Engagement Committee, which issues questionnaires to all of its service providers and considers the detailed feedback received on an annual basis, reporting to the Board on its conclusions. The services provided by the key third-party service providers are critical to the ongoing operational performance of the Company. The Board believes that fostering constructive and collaborative relationships with the Company’s service providers will assist in their promotion of the success of the Company for the benefit of all shareholders.

Management

The Company is an Alternative Investment Fund (“AIF”) in accordance with the provisions of the AIFMD. For the purposes of the AIFMD, which was implemented into UK law with effect from 22 July 2013, the Company has been classified as a non-EU AIF managed by a non-EU AIFM. As such, the Company is not subject to the full scope of the AIFMD and therefore does not incur additional costs, such as those incurred in having to appoint a depositary, that would have been applicable had it been deemed to be managed by an EU AIFM.

The Board is responsible for setting the Company’s Investment Objective and Investment Policy, subject to shareholders’ approval of any proposed material changes, and has a schedule of investment matters reserved for the directors’ resolution. The Board has contractually delegated to external agencies the management of the investment portfolio, the custodial services and the day-to-day accounting and secretarial requirements. Each of these contracts is only entered into after proper consideration by the Board of the quality of services being offered.

The Board also receives and considers, together with representatives of the Investment Manager, reports in relation to the operational controls of the Investment Manager, Administrator, Custodian and Registrar. These reviews identified no issues of significance.

The Board meets at least quarterly to review the overall business of the Company and to consider matters specifically reserved for its review. At these meetings, the Board monitors the investment performance of the Fund. The directors also review the Fund’s activities every quarter to ensure that it adheres to the Fund’s investment objective and policy or, if appropriate, to consider changes to that policy. Additional ad hoc reports are received as required and directors have access at all times to the advice and services of the Secretary, which is responsible for guiding the Board on procedures and applicable rules and regulations.

Relationship with the Investment Manager and Performance

The Company has no employees, premises, assets other than financial assets or operations. The Board engages reputable third-party suppliers with established track records to deliver day-to-day operations. The most important of these is the Investment Manager, which is responsible for the management of the Company’s assets in accordance with its investment objective and policy. The Board maintains a close working relationship with the Investment Manager and holds it to account for the smooth running of the Company’s day-to-day business. There is continuous engagement and dialogue between Board meetings, with communication channels remaining open and information, ideas and advice flowing freely between the Board and the Investment Manager.

The Board retains responsibility for decisions over corporate strategy, corporate governance, risk and internal control assessment, determining the overall limits and restrictions of the portfolio and in respect of gearing and asset allocation, investment performance monitoring, dividend policy and setting marketing budgets.

The Investment Manager and Investment Advisor promote the Company with the support of the Corporate Broker and the Board makes additional funds available to support marketing activities aimed at raising the profile of the Company among investors in the UK.

As the Investment Manager holds the overall day-to-day relationship with the Company’s other third-party suppliers, the Board places reliance on the Investment Manager in this regard. The Board is confident that the Investment Manager has developed and maintains good working relationships with all of the Company’s third-party suppliers. To ensure the chosen service providers continue to deliver the expected level of service, the Board receives regular reports from them, evaluates the control environments in place at each service provider and formally assesses their appointment annually.

By doing so, the Board seeks to ensure that the key service providers continue to be appropriately remunerated to deliver the level of service that it demands of them.

The Company has appointed the Investment Manager as its AIFM. The Investment Manager is regulated by the Ontario Securities Commission. The Company has a formal schedule of the areas of decision making reserved for the Board and those over which the Investment Manager has discretion, and it is available for inspection on the Company’s website.

A review of the Investment Manager’s performance is included in the Chairman’s Statement and the Investment Manager’s Report. The Board receives formal reports from the Investment Manager at each of its Board meetings, at which meetings representatives of the Investment Manager are present to answer the Board’s questions.

Such reporting and the ensuing discussions cover all areas within the Investment Manager’s remit, including portfolio performance, portfolio risk, asset allocation and gearing, compliance with the Company’s investment objective and policy and investment restrictions and the outlook for the market and the Company’s prospects, as well as a comparison with the Company’s peer group provided by the Company’s corporate broker. In between meetings, the Investment Manager provides updates to the directors on any material events. The Investment Manager’s performance is assessed on an ongoing basis and includes the Fund’s performance relative to appropriate benchmarks and its peer groups.

The Board and Investment Manager also discuss the marketing and investor relations work performed by the Investment Manager and Investment Advisor, which is an affiliate of the Investment Manager, in each quarterly Board meeting. The Investment Advisor and the Investment Manager are paid an additional fee for investor relations services totalling the lesser of 15 basis points of the market value of the Fund or £200,000 per annum, with the fee to be calculated daily based on the closing market value of the Fund and payable quarterly in arrears, and its performance is measured by reference to an agreed set of metrics.

The Board has delegated voting on matters proposed to the Company by its investees and a report on the Investment Manager’s institutional voting policy for the Company is included in the Directors’ Report. The Board and the Investment Manager also consider social, community, environmental and human rights issues to be important and a report on the Investment Manager’s policies for the Company is also included in the Directors’ Report.

As required by the Listing Rules and recommended by the AIC Code, the following additional information is provided:

During the year under review and up to the date of this report, Middlefield Limited has acted as the Company’s discretionary investment manager. Middlefield International Limited (“the Investment Advisor”) provides investment advisory services to the Company and the Investment Manager. The Company pays an annual fee of 0.70 per cent. of NAV to the Investment Manager to cover its services and those provided to it by the Investment Advisor and the agreement can be terminated by either party on 90 days’ written notice. The Investment Manager and Investment Advisor are also paid an additional fee for investor relations services as previously mentioned and disclosed in note 2u.

Having reviewed the investment management and advisory services provided by the Investment Manager and the Investment Advisor and having regard to the Fund’s investment performance since the Fund’s launch in May 2006, the directors are of the view that the portfolio should remain managed by the Investment Manager for the foreseeable future.

Biographies

As at 31 December 2024, the Board of Directors comprised five non-executive directors, four of whom were independent of the Investment Manager and its affiliates.

Directors

Michael Phair, Chair

Mr. Phair has over 30 years’ investment banking experience at World Bank Group, Rothschild and UBS with a focus on privatisations, telecoms and media. He has lived and worked in Canada, Latin America, the United States, Europe and is a British citizen and resident in London since 1988. He is the Founder, former CEO and currently director of REG (UK) Ltd. which is a leading software solutions provider for counter-party risk management in the UK and global insurance market. He is the Chair of Children and Families Across Borders, a UK-based charity which is part of the International Social Services Network operating in over 130 countries worldwide. A successful private equity investor, Mr. Phair is the former Managing Member of Boston Capital Management (VP) LLC.

Kate Anderson

Ms Anderson, until 1st April 2025, is a managing partner of Voisin Law in Jersey. Ms Anderson intends to take up a new position in the legal profession in Jersey in due course. Her regulatory and funds practice specialises in the legal, regulatory and corporate governance aspects of investment funds, holding companies and managers. In recent years she has joined a number of working groups related to these areas, including the consultation group for the restatement of the Jersey Law of Contract, the working group tasked with updating the Limited Partnership (Jersey) Law to improve its functionality when used with funds and the Jersey Finance Community of Interest group on sustainable investment. Since 2008 Ms Anderson has sat on a number of collective investment fund and fund manager/ general partner boards.

Janine Fraser

Ms. Fraser, through her company, Harmony Business Partnering in Jersey, provides financial expertise and professional training. She is a member of the Institute of Directors and a Fellow of the Association of Chartered Certified Accountants. She also holds a Master’s Degree in E-Commerce from the University of Westminster.

With over a decade of experience as a group financial controller at Triton Partners, an international investment firm, and extensive global experience in various sectors, including retail, merchant banking, travel, manufacturing, and oil, Ms. Fraser brings a wealth of industry knowledge to her role from her previous positions at RBS, Lloyds TSB, Hill Samuel, and British Airways.

Dean Orrico

Mr Orrico, President, Chief Executive Officer of Middlefield Limited and President of Middlefield International Limited, has been employed by the firm since 1996.

Mr Orrico is currently responsible for overseeing the creation and ongoing management of all of Middlefield’s investment funds including mutual funds, Toronto and London Stock Exchange-listed funds and flow-through funds. He graduated with a Bachelor of Commerce degree from the Rotman School of Management (University of Toronto) and holds an MBA from the Schulich School of Business (York University). Mr Orrico is a registered Portfolio Manager.

Mr Orrico has developed expertise in both equity and fixed income securities. Having spent many years managing equity portfolios and meeting with international companies and investors, Mr Orrico has overseen the diversification of Middlefield’s portfolios into global equity income securities.

Andrew Zychowski

Mr Zychowski has over 30 years’ investment banking experience, providing corporate advisory services to investment company boards. Until June 2019, he was the Head of the Investment Companies corporate department at Canaccord Genuity Limited. Prior to that he was the Head of the Investment Companies corporate department at Dresdner Kleinwort. Mr Zychowski is currently a non-executive director of The Ralph Veterinary Referral Centre Plc, a state of the art, multidisciplinary, small animal specialist referral veterinary hospital and Digital 9 Infrastructure plc which is traded on the London Stock Exchange and is in managed wind-down, with the objective to realise all existing assets in the company in an orderly manner. He is a qualified accountant and holds a BSc in Physics from Imperial College.

Corporate Information

Registered Office

28 Esplanade

St Helier

Jersey JE2 3QA

Directors

Michael Phair (Chairman)

Kate Anderson (SID)

Janine Fraser

Dean Orrico

Andrew Zychowski

Service Providers

Administrator and Secretary

JTC Fund Solutions (Jersey) Limited

28 Esplanade

St. Helier

Jersey, JE2 3QA

Investment Advisor

Middlefield International Limited

288 Bishopsgate

London, EC2M 4QP

Investment Manager

Middlefield Limited

Suite 3100

8 Spadina Ave

Toronto, Ontario

Canada, M5V 0S8

Legal Advisers

In Jersey

Carey Olsen Jersey LLP

47 Esplanade

St. Helier

Jersey, JE1 0BD

In Canada

Fasken Martineau DuMoulin LLP

Bay Adelaide Centre

Box 20, Suite 2400

333 Bay Street

Toronto, Ontario

Canada, M5H 2T6

Broker and Corporate Advisor

Investec Bank plc

30 Gresham Street

London, EC2V 7QP

Custodian

RBC Investor Services Trust

155 Wellington Street West 2nd Floor

Toronto, Ontario

Canada, M5V 3L3

Registrar

MUFG Corporate Markets (Jersey) Limited

12 Castle Street

St. Helier

Jersey, JE2 3RT

CREST Agent, UK Paying Agent and Transfer Agent

MUFG Corporate Markets

Central Square

29 Wellington Street

Leeds, LS1 4DL

Independent Auditor

RSM Channel Islands (Audit) Limited

13-14 Esplanade

St Helier

Jersey, JE4 9RJ

Marketing Agent

Kepler Partners LLP

70 Conduit Street

London

W1S 2GF

Financial Calendar

Annual Results

Announced March 2025

Dividend Payment Dates

Last Business Day of January, April, July and October

Annual General Meetings

19 June 2025

Half-Yearly Results

Announced September 2025

Information Sources

For more information about the Company and Fund, visit the website www.middlefield.co.uk

Managing Risks

The Company’s risk assessment and the way in which significant risks are managed is a key focus for the Board. It is guided by the Board’s assessment of the risks arising in the Company’s operations and identification and oversight of the controls exercised by the Board and its delegates, the Investment Manager and other service providers. This information is documented in the Company’s business risk matrix, a valuable tool for identifying and monitoring principal risks.

The directors consider the primary risks facing the Company as those that could substantially jeopardise its capacity to achieve its investment objectives, maintain solvency, liquidity, or viability. In evaluating these key risks, the directors analyse the Company’s vulnerability to various factors that could lead to significant devaluation, such as potential recession, geopolitical instability, commodity price shocks, persistent inflation, supply chain interruptions, the effects of climate risk on investee firms, foreign exchange fluctuations, the consequences of restrictive monetary policies, and the influence of increased interest rates on both the Company and investor sentiment.

At the time of this report, trade policy uncertainty and geopolitical tensions are having an impact at both macro and micro levels. While the long-term severity and the impact on the Company’s principal risks and viability cannot currently be predicted with any accuracy, it is expected that an escalation in ongoing geopolitical conflicts and severe trade restrictions would have detrimental effects.

Strategy Risks

Risk	Mitigants	Change from 2024
Macroeconomic and political environment Unfavourable changes to the macro political and economic environment including global trade tensions, and climate risk pressures, causes the investment objective to become obsolete with reduced investor demand.	The Board has established guidelines to ensure that the investment policy is pursued by the Investment Manager. The Board reviews the Investment Manager’s compliance with the agreed investment restrictions, investment performance and risk against investment objectives and strategy, the portfolio’s risk profile and appropriate strategies employed to mitigate any negative impact of substantial changes in markets.	Trade policy uncertainty
Inflation and Interest Rates Inflation has been trending lower but has the potential to re-accelerate. Central banks have been loosening monetary policy after obtaining evidence that inflation continues trending downwards.	The Investment Manager monitors the portfolio daily and considers the portfolio’s sensitivity to interest rates. The Investment Manager also monitors the borrowing rates and weighs the benefits of gearing against its costs.	Inflation outlook has improved Rates continue their downward trend
Share price discount to NAV Continued trading of the Fund’s share price at a level below that of its NAV reflects a lack of liquidity and/or lack of investor interest in the Fund’s shares. A share price discount to NAV will prevent the Fund from growing via the issue of additional shares and may cause a persistent discount to widen further. The Fund’s level of discount has been significant for a prolonged period and a lack of demand for the Fund’s shares has provided the opportunity for an activist investor to acquire a significant stake in the Fund over a relatively short period of time.	The Board, the Investment Manager and Broker monitor the share price and level of discount on a regular basis. During the year, the Board, the Investment Manager and Broker have spent considerable time engaging with existing and potential shareholders to understand investors’ needs and best interests and to help improve investor interest in the Fund’s shares. This included liaising directly with Saba, as the Fund’s largest shareholder, and holding constructive talks with Saba and existing shareholders to address investor concerns and adapt to shareholder needs. In assessing whether to conduct buybacks, the directors take into account market factors, the discounts of comparable funds and the size of the Fund and the shrinkage in its asset base which would necessarily result from the Fund repurchasing its own shares.	Saba becoming the largest shareholder of the Fund.
Gearing The utilisation of gearing increases the impacts of adverse movements in equity prices or interest rates and may require the Company to liquidate positions at inopportune times in order to maintain the correct levels of gearing.	The Company maintains a prudent level of gearing and the loan to value ratio is monitored on a daily basis as part of the valuation process, so that in falling markets the Company will be able to take proactive steps to reduce gearing to avoid breaching its investment policy and any loan to value covenants.	Unchanged
Shareholder Activism A failure to adapt to changes in the market and investor demand might leave the Company exposed to the risk of further shareholder dissatisfaction, activism, and influence.	The Board, Investment Manager and Broker engage directly with shareholders to understand investors’ needs and best interests. The Investment Manager and Broker regularly monitor movements in the Fund’s share register.	Saba becoming the largest shareholder of the Fund

Portfolio Risks

Risk

Mitigants

Change from 2024

Regulatory & Legal Risks

The Company is primarily focused on Canadian companies that may have operations in, or be exposed to, regulatory risks in many other countries. These have the potential of negatively impacting the efficiency and structure of the Company.

The Investment Manager and the Board are kept abreast of changes to all relevant laws by the Company’s legal and tax advisers, secretary, Administrator and Auditor.

Unchanged

Income/Dividend

The Company sets its target dividend at a rate it expects to earn from the dividends received from its underlying equity investments based upon robust modelling and assumptions.

Failure by those investments to meet expectations due to, for example, decreased operating margins, changes in tax treatment of dividends, increased borrowing costs or poor underlying performance, may prevent the Company from being able to meet its target dividend.

The Investment Manager’s allocation process seeks to select investments capable of producing strong reliable dividends and future capital growth across a diverse range of sectors. Day to day risk management techniques seek to diversify risk and monitor high levels of volatility. The Board monitors the income received on investments and available for distribution prior to the declaration of each dividend.

Unchanged

Operational Risks

Risk

Mitigants

Change from 2024

Key man Risks

The Company is reliant on key individuals of the Investment Manager to meet its investment objective and for growing the Company’s shareholder base.

The Company’s portfolio is managed by a team of investment professionals led by Dean Orrico and Rob Lauzon.

Unchanged

Service provider performance

The Company is reliant on the performance, safe custody of assets and data and internal controls of its service providers for its day-to-day activities. Poor performance or failure to meet their contractual obligations, including the absence of adequate business continuity plans and data and cyber security, could negatively impact the operations, reputation, governance and cost efficiency of the Company.

Due diligence is carried out on all service providers prior to their appointment, with their level of service monitored continually and assessed formally by the Management Engagement Committee on an annual basis.

The Board monitors the performance of the Investment Manager at every Board meeting and otherwise as appropriate.

Unchanged

Financial Risks

Risk

Mitigants

Change from 2024

Market Risks

The Company may generate a loss on its investments at realisation due to adverse movements in their share prices, currency or interest rate movements.

The directors monitor the Investment Manager’s compliance with the Company’s stated investment policy and review the investment performance.

Unchanged

Liquidity Risk

The Company may hold positions, long or short, in securities that may not be able to be sold or bought quickly enough so as to prevent or minimise a loss.

The Fund primarily invests in securities that are readily realisable, mainly issued by Canadian companies and REITS listed on a Canadian Stock Exchange and are actively traded.

Unchanged

Emerging Risks

Tensions in the Middle East remain a key geopolitical risk, impacting global markets and supply chains. The events have led to regional instability, with concerns of a broader conflict involving the US, Iran, and other regional powers. Although there are current diplomatic efforts to reach a ceasefire in both Ukraine and Israel, these conflicts have the potential to disrupt global trade routes, commodity prices, and investor sentiment. The US has increased sanctions on Iranian-linked groups while also seeking to prevent direct conflict with Iran. As we’re currently witnessing, long-term stability will require diplomatic engagement, economic incentives, and security assurances to prevent further escalation. A resolution could help tame commodity price volatility, restore trade flows, and ease investor concerns over prolonged geopolitical uncertainty.

In July 2024, the unwinding of the FX carry trade triggered a sharp selloff in global markets. Investors had been borrowing in low-yielding currencies, particularly the Japanese Yen, to fund investments in higher-yielding assets, taking advantage of Japan’s ultra-low-interest rate environment. However, speculation that the Bank of Japan (BOJ) would tighten monetary policy and allow interest rates to rise led to a sudden surge in the Yen. As a result, investors were forced to unwind their positions, causing widespread deleveraging and significant volatility across asset classes. The BOJ’s measured approach to adjust policies prevented further panic, but investors remain cautious of further FX-driven volatility.

The 2024 election cycle was one of the most consequential in recent history and reshaped global trade policies, leadership dynamics, and economic strategies, driving market volatility. While some elections reinforced political continuity, others led to major shifts in international relations, trade agreements, and economic policies. In the US, Trump’s return to office signalled a shift toward protectionist trade policies, deregulation, and energy independence, with renewed emphasis on tariffs, border security, and reshoring manufacturing. His administration’s approach to China, Mexico, and Canada has already introduced trade policy uncertainty, including the temporary threat of 25% tariffs on Canadian and Mexican imports. Markets reacted with heightened volatility, particularly in trade-exposed sectors, as investors assessed the long-term impact of potential USMCA renegotiations and increased trade restrictions. Looking ahead, the 2025 Canadian federal election could reshape economic policies and business sentiment. A pro-business environment, conservative leadership shift could accelerate deregulation and foster a more investment-friendly environment. With rising protectionist rhetoric in the US, Canada’s focus may shift towards strengthening non-US trade relationships. As global political landscapes evolve, markets will continue to navigate shifting policies, impacting investment strategies in the year ahead.

Emerging risks, along with all other risks the directors have identified the Company to be exposed to, are monitored via the Company’s risk register. During the year, as part of their regular review and assessment of risk, the directors have considered the ongoing discussions with Saba and the potential impact of the requisition on the Fund’s future structure. The fund is a closed-ended investment fund and thus is not required to comply with LR 6.6.1R(13) or LR 6.6.8R due to LR11.4.22R.

Going Concern and Viability

The performance of the investments held by the Fund over the reporting year is reflected in the Statement of Comprehensive Income and in notes 3 and 22 to the financial statements and the outlook for the future is described in the Chairman’s Report and the Investment Manager’s Report. The Company’s financial position, its cash flows and liquidity position are set out in the financial statements and the Company’s financial risk management objectives and policies, details of its financial instruments and its exposures to market price risk, credit risk, liquidity risk, interest rate risk, currency risk and country risk are set out at note 16 to the financial statements. The Company’s long-term viability and assessment of longer-term risks to which the Company is exposed are also reported upon in the Company’s long-term viability statement included below.

The financial statements have been prepared on a going concern basis, supported by the directors’ current assessment of the Company’s position based on the following factors:

• ongoing shareholder interest in the continuation of the Fund;

• the Fund has sufficient liquidity in the form of cash assets to meet all on-going expenses;

• should the need arise, the directors have the option to reduce dividend payments in order to positively affect the Fund’s cash flows;

• the Fund’s investments in Canadian and U.S. securities are readily realisable to meet liquidity requirements, if necessary; and

• assuming the Fund’s trading in a security represented 30% of the average daily trading volume of that security, 100% of portfolio’s holdings can be liquidated in under 5 working days.

Based on the above, in the opinion of the directors, there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.

The directors have also considered the application of the SORP for Financial Statements of Investment Trust Companies and Venture Capital Trusts, whereby the going concern basis of preparation of the financial statements is considered appropriate until a vote is passed to discontinue the Fund or Company. There is no requirement under the Company’s and Fund’s articles of association to propose any continuation vote in respect of either the Company as a whole or the Fund itself and the directors have no intention of proposing any continuation vote in the foreseeable future, subject to unforeseen future events. For these reasons, the financial statements have been prepared using the going concern basis.

The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will continue to operate and meet its obligations as they fall due. However, the Company’s ability to continue as a going concern is subject to material uncertainty. Since the Company’s year end, on 10 February 2025 the Company, together with three other UK-listed closed-end funds, received a requisition notice from Saba, marking the second phase of Saba’s recent activist campaign in the UK-listed closed-end fund sector. The first phase commenced on 18 December 2024 with Saba requisitioning general meetings at seven UK-listed closed-end funds, proposing resolutions (each of which later failed) to remove the current independent directors of those seven funds and replace them with Saba’s own appointees, with a view to also terminating the management contracts and, in due course, replacing the investment managers with Saba. The requisition notice received by the Company on 10 February 2025 was for the approval by shareholders of the taking of all necessary steps to implement a scheme or process by which shareholders would become (or have the option to become) shareholders of a UK-listed open-ended investment company (or similar open-ended investment vehicle) implementing a substantially similar strategy to the Company. Such scheme or process could entail shareholders rolling into an existing or newly established UK-listed open-ended investment company (or similar open-ended investment vehicle), in either case managed by the Company’s existing investment manager or one of its affiliates. Following consultation with a number of the Company’s largest shareholders including Saba, and following constructive discussions with Saba, on 21 February 2025 the Company announced that Saba had agreed to withdraw its requisition notice for a period of 60 days to enable the Company and its advisers to formulate proposals that are in the best interests of all shareholders. At the current time, the Board is in the process of considering a number of strategic options in the best interests of shareholders as a whole. A further announcement regarding future proposals which the Company may put to shareholders will be made in due course. Although the Board is confident that the Company will have sufficient financial resources to meet its obligations due within twelve months from the date of approval of the financial statements, the uncertain future outcome of the Board’s deliberations indicates the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. Nevertheless, the Board believes that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.

Viability Statement

Provision 36 of the AIC Code includes a recommendation that the directors publish a long-term viability statement and this statement is intended to meet that requirement.

The Board of directors regularly assesses the viability of the Company for at least the three years following the date of that review. The Board believes that this three-year period remains the appropriate period over which to assess the Company’s viability because the Company’s shareholders and other stakeholders desire long-term certainty as to the Company’s viability. The Board does not consider it feasible to anticipate with any reasonable degree of certainty the viability of the Company for a period longer than three years. In considering the Company’s viability, the Board considers the Company’s current position and the principal and emerging risks to which it is exposed, as set out on pages 30 to 33, the viability of its investment objective and policy, market risks, the ongoing charges ratio, the liquidity of its investments, the ability to use hedging as a portfolio management tool, gearing and the reduction in reliance of the Canadian economy on energy as it diversifies into promising growth industries, such as healthcare and technology.

The Board considers the impacts on the Company’s business plan and viability if severe principal and emerging risks are applied. Certain financial risks were considered under a scenario analysis that stress tests the portfolio against historic market shocks, including the 2008 Lehman Default, the 2011 Debt Ceiling Crisis and the 2015 Greece Financial Crisis. It is expected that the value of the Fund’s total investments as at 31 December 2024 would have experienced drawdowns of 22.7 per cent, 13.0 per cent and 1.5 per cent, respectively. Strategy, portfolio and market risks were also considered under a stress tested scenario where adverse movements in currency of 15 per cent are experienced, operating expenses increase by 20 per cent and gearing is reduced to zero due to higher interest rates. Under this scenario, the Fund’s revenue is expected to decline by approximately £1,629,698, its net profit is expected to decline by £1,161,351 and the dividend coverage of the Fund is expected to decline to 84 per cent. This analysis is relative to fiscal 2024 results and incorporates the dividend increase announced in January 2025.

The directors have made a robust assessment of principal risks and, together with the Company’s Investment Manager, have adopted procedures and strategies to mitigate these risks. The Fund has an established Investment Policy, which has been approved and is monitored by the directors. The Investment Manager regularly updates the directors on the Company’s portfolio and the overall status of the market. The directors engage tax accountants to perform an investment trust test (for compliance with the requirement to distribute at least 85% of investment income received) on an annual basis). A solvency test is also undertaken (in compliance with Jersey company law) before any dividend is declared.

Notwithstanding the ongoing uncertainty caused by geopolitical events, higher interest rates and inflation, if the Company’s income, expenses and dividends remain substantially unchanged in 2024 and 2025, the Company will hold sufficient cash to pay all of its expenses and the current rate of dividends for at least the next 12 months following the date of approval of this annual financial report. In addition, the Board reviews the liquidity of the Company’s investments on a quarterly basis and the Company’s investment portfolio remains extremely liquid. The Board is confident, based on its regular monitoring of liquidity, that additional cash can be raised very quickly if needed through sale of investments.

The Fund has a credit facility agreement with RBC whereby RBC provides the credit facility, with a maximum principal amount of the lesser of CAD 75,000,000 and 25 per cent. of the total asset value of the Fund. Based on the Fund’s total assets of GBP 172,062,473 as at 31 December 2024, a decrease in total assets of GBP 56,481,233, or 32.83 per cent of assets, would be required for the principal amount to exceed 25 per cent of the total asset value of the fund.

In 2024, the level of net gearing was kept relatively consistent at an average level of 15.9 per cent. At the year -end it stood at 16.2 percent on a gross basis and 19.3 per cent net.

Following careful consideration and analysis of all material risk factors, the Board acknowledged the ongoing uncertainty as set out under the going concern and viability statement on page 33 and believes that the Company remains viable for the foreseeable future.

Key Performance Indicators At each Board meeting, the Board considers several performance measures to assess the Company’s success in achieving its objectives. The key performance indicators (KPIs) used to measure the progress and performance of the Company, and which are comparable to other investment trusts, are set out below.

In addition, the Board regularly reviews the performance of the portfolio from both a net asset value and share price perspective and compares this against various companies and indices. The Board also reviews the performance of the portfolio against its benchmark; the S&P TSX High Dividend Index. Information on the Company’s performance is given in the Chairman’s Statement and Investment Manager’s Report.

Key performance indicator	2024 Value	2023 Value
NAV per share	134.05 pence	121.55 pence
NAV total return performance for the year	15.1%	(1.4%)
Benchmark Index*	7.6%	3.9%
Share price	116 pence	101.10 pence
Discount to NAV	(13.47%)	(16.84%)
Dividend paid in the year	5.3 pence	5.2 pence
Ongoing charges**	1.30%	1.33%

* S&P/TSX High Dividend Index, total return basis.

** refer to page 42.

Borrowings

At 31 December 2024, the amount drawn down under the credit facility was CAD 52 million (GBP equivalent at amortised cost of £28,884,872). For further details, please refer to Note 14. Loan Payable on page 71.

Future Developments

Details of the main trends and factors likely to affect the future development, performance and position of the Company’s business can be found in the Investment Manager’s Report on pages 11 to 15. Further details as to the risks affecting the Company are set out on pages 30 to 33.

Environmental, Social and Governance Matters (‘ESG’)

The Board and the Investment Manager believe that companies should operate in a socially responsible manner. Day-to-day decisions regarding the Company’s investment portfolio have been delegated to the Investment Manager. While MCT is not explicitly focused on ESG or sustainability, it acknowledges the increasing importance that non-financial factors including social and environmental issues can have on the share price, as well as the reputation of companies. Specialists at the Investment Manager are responsible for evaluating how companies address and report on social and environmental risks specific to their industries. Their goal is to integrate ESG criteria into the Investment Manager’s decision-making processes for stock selection and to promote ESG disclosure. The Investment Manager is mindful of its influence on the consideration of ESG matters by the Fund’s investee companies. Alongside portfolio construction decisions, the Investment Manager continuously monitors investee companies for ESG compliance. Company monitoring, including engagement processes such as voting and communication with management and Company board members, is part of the Investment Manager’s responsibilities. The Investment Manager’s ESG policy can be found on pages 16 to 18.

Institutional Voting Policy

The Company’s policy is that a decision on whether to vote on matters proposed by its investees is to be based on the nature of the matter being proposed. In the ordinary course of business, voting decisions have been delegated to the Investment Manager.

The Investment Manager’s proxy voting policies are designed to be general in nature and the Investment Manager aims to exercise its proxy voting on all securities held. When exercising voting rights, the Investment Manager will generally vote with management of the issuer. For each proxy, the Investment Manager incorporates research and considers the recommendations provided by Glass Lewis, the Investment Manager’s proxy advisor, in exercising its voting rights. All proxy UK voting is conducted through Glass Lewis Viewpoint and /proxy voting is a key element of the Investment Manager’s stewardship of the assets it manages, which is adjunct to the integration of ESG factors into its investment process.

On a monthly basis, the Investment Manager’s portfolio managers generate a list of issuers whose weightings represent more than 3% of the Fund’s net assets at the month-end preceding the voting date. For each of these issuers, the Investment Manager will record comments which support the rationale for the proxy decision made. For example, comments would be registered in Glass Lewis Viewpoint if the Investment Manager’s proxy voting decision differs from the recommendation from management or Jersey Glass Lewis. Copies of all proxy records are retained and available in Glass Lewis Viewpoint.

Board Diversity and Experience

The Company’s affairs are overseen by a Board comprised of five non-executive directors, two of whom are female. The directors’ biographies are included on pages 26 to 27 above, demonstrating the diversity of their experience including, but not limited to, investment management, corporate governance, corporate law, banking, accounting and audit and ESG matters.

The directors regularly consider the leadership needs and specific skills required to manage the Company’s affairs in the best interests of its shareholders and other stakeholders and take account of diversity recommendations in their succession planning. The Board is cognisant of the requirements of listing rule 6.6.6R (9) and the tables below provide the relevant data required by listing rules 6.6.6R (9) to (11) and annex 1R to listing rule 6. The Board is not yet fully compliant with these rules, because none of the directors is from a minority ethnic background, but will continue to work towards compliance in a structured and orderly manner. The directors have decided that in future, in order to reach a broader range of diverse candidates, they will consider using one or more UK external search agents to assist with the search for new directors.

The following table represents the gender identity of the Board as of the date of approval of this annual financial report and includes the information required by Listing Rule 6.6.6(9) and Annex 1 to Listing Rule 6, this data having been obtained by polling the directors:

	Number of Board Members	Percentage of the Board	Number of Senior Positions on the Board (CEO, CFO, SID and Chair)	Number in Executive Management	Percentage of Executive Management
Men	3	60%	1	N/A – No executive Management	N/A – No executive Management
Women	2	40%	1	N/A – No executive Management	N/A – No executive Management
Not specified/prefer not to say	0	0%	0	N/A – No executive Management	N/A – No executive Management

The following table represents the ethnic background of the Board as of the date of approval of this annual financial report and includes the information required by Listing Rule 6.6.6(10) and Annex 1 to Listing Rule 6, this data having been obtained by polling the directors:

	Number of Board Members	Percentage of the Board	Number of Senior Positions on the Board (CEO, CFO, SID and Chair)	Number in Executive Management	Percentage of Executive Management
White British or other White (including minority-white groups)	5	100%	2	N/A – No executive Management	N/A – No executive Management
Mixed/Multiple Ethnic Groups	0	0%	0	N/A – No executive Management	N/A – No executive Management
Asian/Asian British	0	0%	0	N/A – No executive Management	N/A – No executive Management
Black/African/ Caribbean/ Black British	0	0%	0	N/A – No executive Management	N/A – No executive Management
Other ethnic group, including Arab	0	0%	0	N/A – No executive Management	N/A – No executive Management
Not specified/prefer not to say	0	0%	0	N/A – No executive Management	N/A – No executive Management

REPORT OF DIRECTORS

The Directors present their report and the audited financial statements of the Company for the year ended 31 December 2024.

Results and Dividend Policy

The results for the year are shown in the Statement of Comprehensive Income on page 61 and related notes on pages 64 to 80. Four interim dividends of 1.325 pence per share were declared and paid on account during the year ended 31 December 2024. In early 2025, a dividend of 1.375 pence per share was paid on 31 January 2025.

The Board is aware of the current circumstances surrounding inflation, higher interest rates and the evolving geopolitical landscape and their significant impact on economies and financial markets. As a result, we will be keeping the future level of dividends under close review.

Currently, we remain confident that our dividend can be paid based on the solvency and future viability of the Fund.

In light of the excess revenue earnings generated by the Fund this year, together with the prospect of dividend growth from the underlying portfolio, the board approved a 0.2p increase to the total dividends payable in 2025. This results in a new dividend rate of 5.5 pence per share per annum payable in 2025 on a quarterly basis in equal instalments. These figures are targets only and do not constitute, nor should they be interpreted as, a profit forecast.

In addition, this is a target only and should not be treated as an assurance or guarantee of performance. If the Company’s results permit it, the Board may consider further increases to the rate of dividends paid to shareholders at the appropriate time.

The current dividend rate of 1.375 pence per share per quarter is expected to be supported by dividend and interest income earned by the Fund.

Directors’ Conflicts of Interest

A director must avoid a situation where he or she has or might have a direct or indirect interest that either conflicts with or has the potential to conflict with the Company’s interests. The Company’s and Fund’s Articles of Association give the directors authority to authorise potential conflicts of interest and there are safeguards in place which will apply whenever the directors decide that such are necessary or desirable. Firstly, only directors who have no interest in the matter being considered are able to vote upon the relevant decision, and secondly, in voting on the decision, the directors must act in a way they consider, in good faith, will be in the best interests of the Company. The directors can impose limits or conditions when giving authorisation if they consider this to be appropriate.

The directors declare any potential conflicts of interest to the Board at each Board meeting. Any actual or potential conflicts of interest are entered into the Company’s register of such conflicts, which register is reviewed regularly by the Board. The register of conflicts of interest is kept at the Company’s registered office. The directors advise the Secretary as soon as they become aware of any new actual or potential conflicts of interest or any material changes to an existing conflict.

Share Capital

The Fund has the power to issue an unlimited number of shares of no par value which may be issued as redeemable participating preference shares or otherwise and which may be denominated in Sterling or any other currency.

There are currently 2 Management Shares of no par value in the Company (issued on incorporation) and 124,682,250 Fund Shares in issue. As at 31 December 2024, 18,235,000 (2023: 18,195,000) Fund Shares were held in treasury. Since the financial year end and up to the date of this report, no Fund Shares had been sold out of or repurchased into treasury, and there remain 18,235,000 Fund Shares held in treasury, which may in future be sold out of treasury to satisfy market demand. Accordingly, the number of Fund Shares in issue and with voting rights attached is currently 106,447,250 (2023: 106,487,250) and this figure may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under FCA’s Disclosure Guidance and Transparency Rules.

Further issues and Repurchases of Fund Shares

The Fund’s Articles of Association provide the Board of directors with authority to issue further Fund Shares without seeking shareholders’ approval, although, unless otherwise authorised by shareholders, such Fund Shares must be issued on a pre-emptive basis. However, at the Cell AGM held on 13 June 2024, the Fund’s shareholders authorised the issue or sale out of treasury of Fund Shares representing up to 10 per cent. of the Fund’s issued share capital as at the date of the Cell AGM on a non-pre-emptive basis. Such issues or sales will only be effected in the event of investor demand which cannot be met through the market and will only be conducted at a price equal to or above the prevailing NAV.

The aforementioned authority expires on the earlier of 30 September 2025 or the conclusion of the next Cell AGM.

The Fund’s Articles of Association also provide the Board of directors with authority to repurchase Fund Shares, provided that such repurchases are made with shareholders’ prior approval.

At the Cell AGM held on 13 June 2024, the Fund’s shareholders authorised the Board to make market purchases of up to 15,962,438 Fund Shares (representing 14.99 per cent. of the Fund’s issued share capital as at the date of the Cell AGM), provided that no such purchases may be made at a price above the prevailing net asset value per Fund Share on the date of any such purchase.

The aforementioned authority also expires on the earlier of 30 September 2025 or the conclusion of the next Cell AGM.

At the next Cell AGM, the Board will be seeking renewal of its authority to issue or sell out of treasury additional Fund Shares and to make market acquisitions of Fund Shares. The Fund conducted two share buybacks during 2024, The Board believes that it is important to retain the authority to buyback where appropriate (which, in turn is likely to depend on, inter alia, the prevailing discount rating of the Fund Shares, the financial resources that the Company has at its disposal, liquidity levels in the Fund Shares and the size of the Company). Buybacks can confer several benefits on remaining shareholders: they are accretive to NAV and can provide additional useful liquidity.

Holdings in the Company’s Shares

As at the year end and as at 28 February 2025, being the most recent practicable date prior to the publication of this Annual Financial Report, the Company had received notification in accordance with the Financial Conduct Authority’s Disclosure and Transparency Rule 5 of the following interests in 5 per cent or more of the Fund’s issued share capital with voting rights attached, where the Board has been advised that the holder retains a holding in excess of 5 per cent.

Name	Redeemable Participating Preference Shares 31 December 2024 31 31 December 2024	Redeemable Participating Preference Shares 31 December 2024	Redeemable Participating Preference Shares 28 February 2025
	Number of Shares	% of Shares in issue	Number of Shares
Saba Capital Management, L.P.*	31,048,865	29.12%	31,048,865
M&G PLC	9,794,162	9.20%	9,794,162
JP Morgan Chase & Co	NIL	NIL	5,479,118

* Of the 29.1% holding disclosed by Saba Capital Management L.P. 17.6% interest is held via total return swaps and the counterparty to such swaps may be separately disclosed in the table and result in double disclosure of such shares

Fund Shares are redeemable at the sole option of the directors and therefore classified as equity in the Statement of Financial Position.

Reappointment of Auditor

RSM Channel Islands (Audit) Limited has expressed its willingness to continue in office as auditor and a resolution to re-appoint it will be proposed at the Company’s and Fund’s forthcoming AGMs.

Related Party Transactions

Annual General Meetings (‘AGMs’)

This year’s AGMs will be held on 19 June 2025. Shareholders are welcome to attend the AGMs in person. The AGM Notices and details of the resolutions to be proposed are being sent to shareholders with this annual financial report. Shareholders can also write to the Company for further details at its registered office or by e-mail to the Secretary at Middlefield.Cosec@JTCGroup.com.

Directors’ Statement as to Disclosure of Information to the Auditor

Each of the persons who is a director at the date of approval of this annual financial report confirms that:

• so far as the director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and

• the director has taken all steps that he should have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.

Approval

This Strategic Report was approved by the Board on 24 March 2025 and is signed on their behalf by:

Michael Phair Andrew Zychowski

Director Director

Corporate Governance

Statement of Directors Responsibilities

Directors’ Responsibility Statement

The directors are responsible for preparing the annual financial report in accordance with applicable law and regulations. The Companies (Jersey) Law 1991, as amended (the “Companies Law”) requires the directors to prepare financial statements for each financial year which gives a true and fair view of the state of affairs of the Company and Fund as at the end of the financial year and of the profit or loss for that year. The directors have elected to prepare the financial statements under UK-adopted IFRS.

International Accounting Standard 1 requires that financial statements present fairly for each financial period the Company’s and Fund’s financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board’s ‘Framework for the preparation and presentation of financial statements’. In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable IFRS. However, directors are also required to:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRS are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company’s and Fund’s financial position and performance; and

• make an assessment on the Company’s and Fund’s ability to continue as a going concern.

The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Law. They are also responsible for safeguarding the assets of the Company and Fund, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website www.middlefield.co.uk.

Legislation in Jersey and the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Having taken advice from the Audit Committee, the Board considers the report and accounts, taken as a whole, as fair, balanced and understandable and that it provides the information necessary for shareholders to assess the Company’s and Fund’s performance, business model and strategy.

We confirm that to the best of our knowledge:

1. the financial statements, prepared in accordance with under UK-adopted IFRS, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and Fund;

2. the Chairman’s Statement, Investment Manager’s Report and notes to the financial statements incorporated herein by reference include a fair review of the development, performance and position of the Company and Fund, together with a description of the principal risks and uncertainties that it faces; and

3. the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s and Fund’s position and performance, business model and strategy.

By order of the Board:

Michael Phair Andrew Zychowski

Director Director

Date: 24 March 2025

Directors’ Remuneration Report

Remuneration Report

Remuneration policy

The Company’s remuneration policy is designed to ensure that the remuneration of directors is set at a reasonable level commensurate with the duties and responsibilities of each director and the time commitment required to carry out their roles effectively. Remuneration will be such that the Company and Fund are able to attract and retain directors of appropriate experience and quality. The fees paid to directors will reflect the experience of the Board as a whole, will be fair, and will take account of the responsibilities attaching to each role given the nature of the Company’s interests, as well as the level of fees paid by comparable investment trusts and companies.

Directors will be reimbursed for travel and subsistence expenses incurred in attending meetings or in carrying out any other duties incumbent upon them as directors of the Company or Fund. The level of directors’ fees paid will not exceed the limit set out in the Company’s and Fund’s Articles of Association.

Directors’ Remuneration

No director has a service contract with the Company or Fund and details of the directors’ fees are disclosed in note 13. The non-executive directors each earned the following fees in the 2024 and 2023 financial years:

Director	2024 Fees	2023 Fees
Philip Bisson (Resigned 1 June 2023)	–	£10,440
Dean Orrico	–	–
Richard Hughes (Resigned 1 June 2023)	–	£11,275
Michael Phair	£36,000	£33,500
Kate Anderson	£29,000	£27,000
Janine Fraser	£29,000	£27,000
Andrew Zychowski (Appointed 30 June 2023)	£32,000	£16,000

Mr Orrico has waived his entitlement for remuneration for acting as a director, because of his employment by the Investment Manager. The directors receive no other remuneration or benefits from the Company other than the fees stated above. The directors are paid out of pocket expenses for attendance at Board meetings and for any other expenditure they incur when acting on the Company’s behalf.

The remuneration of each director is determined by the Nomination and Remuneration Committee, with each director abstaining from discussion of and voting upon their own remuneration. When the directors’ remuneration is being considered, the Nomination and Remuneration Committee takes into account various factors including, but not limited to, the Company’s and individual directors’ performance, as well as each director’s time commitment to their role. To date, no external remuneration consultant has been appointed.

For the year under review, the directors’ remuneration was set at £36,000 per annum for the chairman of the Board, £32,000 per annum for the chairman of the audit committee and £29,000 for all other directors bar Mr Orrico, who has waived his entitlement to remuneration for acting as a director.

Shareholders’ Views

The Board welcomes the opportunity to discuss matters of remuneration with shareholders at the Company’s and Fund’s AGMs or at any investor forum that may be held during the year.

Letters of Appointment

All directors are non-executive. Every director has a letter of appointment and the letters of appointment are available for inspection on the Company’s website.

Directors’ Interests in Shares

The interests as at 28 February 2025, 31 December 2024 and 2023 of the directors who served on the Board and their connected persons during the year were as follows:

	28 February 2025 Fund Shares	31 December 2024 Fund Shares	31 December 2023 Fund Shares
Dean Orrico	220,000	220,000	220,000
Middlefield Limited (a company connected with Dean Orrico)	170,000	170,000	–
Michael Phair (current Chairman)	70,000	70,000	70,000
Andrew Zychowski (appointed 30 June 2023)	50,000	50,000	50,000
Danuta Zychowska (a person connected to Andrew Zychowski)	83,000	83,000	83,000
Kate Anderson	–	–	–
Janine Fraser	–	–	–

Directors’ dividends

The following dividends were paid to Directors during the year as well as persons connected to the Directors.

	31 December 2024 Dividend GBP	31 December 2023 Dividend GBP
Philip Bisson (resigned 1 June 2023)	–	–
Philean Trust Company Limited (a company connected with Philip Bisson until 1 June 2023)	–	11,731
Probitas Trust Company Limited (a company connected with Philip Bisson until 1 June 2023)	–	3,900
Beg Kaleh Services Limited (a company connected with Philip Bisson until 1 June 2023)	–	3,848
Beg Kaleh Pension Limited (a company connected with Philip Bisson until 1 June 2023)	–	28,418
Dean Orrico	11,660	11,440
Middlefield Limited (A PCA of Mr Orrico and the Manager of the Company)	6,758	–
Richard Hughes (resigned 1 June 2023)	–	2,637
Cheng Sim Hughes (a person connected to Richard Hughes until 1 June 2023)	–	650
Michael Phair (current Chairman)	3,710	3,640
Andrew Zychowski (appointed 30 June 2023)	2,650	2,600
Danuta Zychowska (a person connected to Andrew Zychowski)	4,399	4,316
Kate Anderson	–	–
Janine Fraser	–	–

Ongoing Charges

The below table shows the annualised ongoing charges that relate to the management of the Fund as a single percentage of the average NAV over the same year. In terms of the AIC’s methodology, ongoing charges are those expenses of a type which are likely to recur in the foreseeable future, whether charged to capital or revenue, and which relate to the operation of the Fund as a collective investment fund, excluding the costs of acquisition/disposal of investments, financing charges and gains/losses arising on investments.

	Ongoing charges (%)
31 December 2024	1.30
31 December 2023	1.33

Applicable Corporate Governance Codes

The Board is committed to achieving and demonstrating high standards of corporate governance. The Board is advised on all governance matters by the Secretary and has access to independent professional advice at the Company’s expense where it is judged necessary.

As an overseas closed-ended investment fund which has been admitted to the Official List of the FCA and to trading on the London Stock Exchange’s Main Market for Listed Securities, the Company is required by listing rule 6.6.6R (5) and (6), as modified by listing rule 11.7.7R, to report how the Company has applied the Principles set out in the UK Corporate Governance Code (the “UK Code”) and whether the Company has complied throughout the accounting period with all relevant provisions of the UK Code and, if it has not complied with all provisions, those provisions with which it has not complied and its reasons for non-compliance.

The AIC, of which the Company is a member, has published the AIC Code, which has been endorsed by the FRC and supported by the JFSC. The FRC has confirmed that, by following the AIC Code, investment company boards should fully meet their obligations in relation to the UK Code and paragraph LR 6.6.6 of the Listing Rules.

The UK Code is available for download from the FRC’s web-site www.frc.org.uk and the AIC Code is available for download from the AIC’s website www.theaic.co.uk. Both of these documents can also be provided by the Secretary by e-mail upon request.

Statement of Compliance

The Board has considered the principles and recommendations of the AIC Code. The AIC Code addresses all the principles set out in the UK Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company. The Board considers that reporting against the principles and recommendations of the AIC Code provides better information to shareholders.

The directors believe that the Company has complied with the provisions of the AIC Code, where appropriate, and that it has complied throughout the year with the provisions where the requirements are of a continuing nature.

Responsibilities of the Board

Internal Controls

The directors are responsible for overseeing the effectiveness of the Company’s risk management and internal control systems, which are designed to ensure that proper accounting records are maintained, that the financial information on which business decisions are made and which is issued for publication is reliable, and that the assets of the Company are safeguarded. However, such a system can only be designed to manage rather than eliminate the risk of failure to achieve business objectives and therefore can only provide reasonable and not absolute assurance against material misstatement or loss.

Having reviewed the Company’s risk management and internal control systems and on the advice of the Audit Committee, the Board believes that they continue to be effective and that no changes thereto are necessary or desirable at this juncture. Because the Company delegates its day-to-day operations to third parties and has no employees, having reviewed the effectiveness of the internal control systems of the Administrator on a quarterly basis and having regard to the role of its external auditor, the Board does not consider that there is a need for the Company to establish its own internal audit function. The Administrator does however provide the Company’s compliance officer, who monitors the Company’s compliance with applicable laws and regulations and reports directly to the Board of directors on a quarterly basis.

The Company receives reports from the Secretary and Administrator relating to its activities. Documented contractual arrangements are in place with the Secretary and Administrator, which define the areas where the Company has delegated authority to it. The Secretary ensures that the directors receive accurate, timely and clear information from all service providers.

Directors

Appointment, Retirement and Tenure

As Mr Orrico is not independent of the Investment Manager, he is required by the FCA’s Listing Rules to submit himself for re-election annually. In addition, in accordance with the provisions of the AIC Code, and PIRC’s published guidance, all directors will continue to offer themselves for annual re-election for the foreseeable future.

As the Company is a Jersey-regulated entity, the appointment of any new director is subject to the JFSC’s confirmation that they have no objection to such director’s appointment. It is also a regulatory requirement that the Company have at least two Jersey resident directors. Therefore, for so long as there are only two Jersey resident directors in office, any Jersey resident director who retires or whose re-election is not approved at a Company and Cell AGM will therefore remain in office until such time as a replacement Jersey-resident director acceptable to the JFSC has been appointed.

The Board is of the view that length of service does not automatically compromise the independence or contribution of directors of an investment company, where continuity and experience can be a benefit to the Board. Furthermore, the Board agrees with the view expressed in the AIC Code that long-serving directors should not be prevented from forming part of an independent majority or from acting as Chairman. Consequently, no limit had previously been imposed on the directors’ overall length of service.

However, the Board has noted that the AIC considers that directors who have served on the Board for more than nine years may not be independent and that certain corporate governance advisory bodies believe that directors should not serve more than nine years on an investment company’s Board. Therefore, in the spirit of best corporate governance, the Board has decided that any remunerated, independent director appointed in 2018 or thereafter shall only serve for a maximum of nine years before being required to retire from office.

As stated in previous annual financial reports, the Board has recognised the merits of refreshing its composition as well as planning for future succession. The Board intends to continue evolving its composition on a periodic basis and has agreed a succession plan for the directors with over nine years of service. The Board’s advance planning for the retirement of directors ensures an orderly transition process that maintains an appropriate balance of skills and relevant experience. The Board has used open advertising in the past. The directors have decided that in future, in order to reach a broader range of diverse candidates, it will also consider using one or more UK external search agents to assist with the search for new directors.

As required by the FCA’s Listing Rules, full biographical details of any additional directors appointed will be announced and he or she will stand for re-election at the next subsequent Company and Cell Meeting convened after their appointment and annually thereafter.

Independence

For the period 1 January 2024 to the date of this report, the Board consisted of five members, all of whom were non-executive. Mr Orrico is a director of Middlefield Limited, the Investment Manager and President of the Investment Advisor. All the directors, apart from Mr Orrico, are considered to be independent of the Investment Manager and free of any business or other relationship that could influence their ability to exercise independent judgement. The Board believes that Mr Orrico’s investment management experience as well as his first-hand knowledge of the Canadian economic and investment sector adds considerable value to the Company.

The Board believes that Ms Anderson, Ms Fraser, Mr Phair and Mr Zychowski are independent in character and judgement and that their experience and knowledge of the specialised sector in which the Company operates adds significant strength to the Board. M Phair was also considered to be independent upon his appointment as Chairman. The directors believe that the Board has a balance of skills and experience which enable it to provide effective strategic leadership and proper governance of the Company. Information about the directors, including their relevant experience, can be found on pages 26 to 27.

In accordance with the recommendations of the AIC Code, Ms Kate Anderson acted as Senior Independent Director. In-line with the AIC’s recommendation, Ms Anderson provides a sounding board for the chair and serves as an intermediary for the other directors and shareholders. She is responsible for coordinating a regular meeting, at least annually and on other occasions as necessary, of the non-executive directors (excluding the chair), to appraise the chair’s performance.

Induction and Ongoing Training

Although no formal training in corporate governance is given to directors, the directors are kept appraised of corporate governance issues through bulletins and training materials provided from time to time by the Secretary and the AIC.

Directors’ Insurance

The Company purchases directors’ and officers’ liability insurance cover at a level which is considered appropriate for the Company.

Meeting Attendance

The table below summarises the directors’ attendance at each type of meeting held during the year.

	Quarterly Board	Ad hoc Board	Audit Committee	Nomination and Remuneration Committee	Management Engagement Committee	Dividend Committee**
No. of meetings in the Year	4	2	4	2	1	4
Dean Orrico*	4	2	4	2	1	0
Janine Fraser***	4	2	4	2	1	3
Michael Phair	4	2	4	2	1	1
Kate Anderson***	4	2	4	2	1	0
Andrew Zychowski	4	2	4	2	1	3

* Mr Orrico attended meetings of the Committees as an observer, not a member or participant.

** The quorum for a meeting of the Dividend Committee is one director physically present in the UK.

*** Ms Anderson and Ms Fraser attended as observers at the ad hoc Board meeting on 7 May 2024.

The Board’s Committees

Performance Evaluation

The directors recognise the importance of the AIC Code in terms of evaluating the performance of the Board as a whole, its respective Committees and individual directors. After the year end, the performance of the Board, Committees of the Board and individual directors was assessed in terms of:

• attendance at Board and Committee Meetings;

• the independence of individual directors;

• the ability of individual directors to make an effective contribution to the Board and Committees of the Board, together with the diversity of skills and experience each director brings to meetings;

• the Board’s ability to effectively challenge the Investment Manager’s recommendations, suggest areas of debate and fix timetables for debates on the future strategy of the Company; and

• the Board’s diversity in terms of gender, social and ethnic backgrounds and cognitive and personal strengths and weaknesses.

The directors concluded that the performance evaluation process had proven successful, with the Board, the Chairman, the Committees of the Board and the individual directors scoring well in all areas. The Board and the Committees of the Board continued to be effective, each director’s behaviour continued to be aligned to the Company’s purpose, values and strategy and the individual directors continued to demonstrate commitment to their respective roles and responsibilities. Although the Board did not procure an externally facilitated Board evaluation during the year under review, the directors will consider doing so at the appropriate time in the future.

The Board also reviews its own policies and procedures on a periodic basis, as well as the terms of reference of its committees, to ensure that they serve to further the Company’s purpose and that they are aligned with the Company’s values and strategy. The Board with the support of the Secretary reviewed all of their policies, procedures and the terms of reference, all of which were updated (as applicable) to meet the recommendations of the AIC Code and concluded that they continued to be in a satisfactory form.

Committees of the Board

Audit Committee

On 26 May 2010 an Audit Committee was established. The current members are Andrew Zychowski (Chairman), Michael Phair, Kate Anderson and Janine Fraser. Notwithstanding that Mr Phair is Chairman of the Board, he was independent on appointment and the Board considers that his experience and knowledge is of great value to the Audit Committee. A separate report from the Audit Committee is included at pages 48 to 50.

Nomination and Remuneration Committee

The Board has also established a Nomination and Remuneration Committee, which meets when necessary. At the present time, the current members are all the directors of the Company bar Mr Orrico, and their summary biographical details are set out on pages 26 to 27.

The Chairman of the Nomination and Remuneration Committee is Andrew Zychowski or, failing him, any member of the Nomination and Remuneration Committee present within the United Kingdom other than the Chairman of the Company. The Board believes it is appropriate for all members of the Board (excluding Mr Orrico) to be on the Nomination and Remuneration Committee, because the directors work together collegiately, and each brings a different perspective to the Nomination and Remuneration Committee’s discussions.

The key terms of reference of the Nomination and Remuneration Committee are set out below.

• The Committee oversees the process of identifying and nominating prospective directors.

• The Committee considers and monitors the level and structure of remuneration of the directors of the Company and the Fund.

• The Committee considers the need to appoint external remuneration consultants.

• The Committee is authorised, in consultation with the Secretary, where necessary to fulfil its duties, to obtain outside legal or other professional advice, including the advice of independent remuneration consultants, to secure the attendance of external advisors at its meetings, if it considers this necessary, and to obtain reliable up-to-date information about remuneration in other companies, all at the expense of the Fund.

• The Committee considers the overall levels of insurance cover for the Company, including directors’ and officers’ liability insurance.

• The Committee conducts a process annually to evaluate the performance of the Board and its individual directors.

• The Committee considers such other topics as directed by the Board.

The Board believes that, subject to any exception explained in this report and the nature of the Company as an investment fund, it has complied with the applicable provisions of the AIC Code throughout the year. The Board has noted the recommendations of the AIC relating to Board diversity. Although the Board does not have a formal written policy on diversity and inclusion, the Board, advised by the Nomination and Remuneration Committee, considers diversity, including the balance of skills, knowledge, diversity (including gender) and experience amongst other factors when reviewing the composition of the Board and appointing new directors, but does not consider it appropriate to establish targets or quotas in this regard. Board diversity is carefully considered and will continue to be considered in the future.

When considering the proposed appointment of new directors, the Nomination and Remuneration Committee receives full biographical information on all candidates and considers all matters which it considers relevant, including their experience and ability to devote sufficient time to the Company’s business. The process also takes into account numerous other factors including, but not limited to, each candidate’s experience, gender, social and ethnic background and personal strengths and weaknesses. Each director is interviewed by the Nomination and Remuneration Committee as part of the Board’s evaluation of prospective candidates. After their appointment, each director seeks the Board’s consent before taking on any other significant external appointments.

Management Engagement Committee

The Board established a Management Engagement Committee at its meeting held on 20 November 2013. In addition to regular reporting and engagement at Board meetings with its service providers, the Board formally reviews all service providers via the Management Engagement Committee. At the present time, the Management Engagement Committee’s members are all the directors of the Company bar Mr Orrico, who does not sit on the Management Engagement Committee because of the perceived conflict that his role as President of the Investment Advisor could present.

The Chairman of the Management Engagement Committee is Andrew Zychowski or, failing him, any member of the Management Engagement Committee present within the United Kingdom other than the Chairman of the Company. For the purposes of transacting business, a quorum of the Management Engagement Committee is not less than two members of the Management Engagement Committee and all meetings must take place in the UK.

The Board believes it is appropriate for all independent members of the Board to be on the Management Engagement Committee, because the directors work together collegiately and each brings a different perspective to the Management Engagement Committee’s discussions.

Duties

The Management Engagement Committee’s key duty is to review the performance by service providers of their duties and the terms of all agreements for the provision of services that the Company has entered into or will in future enter into.

The Management Engagement Committee meets at least annually to specifically consider the ongoing management, administrative and secretarial and investment management requirements of the Company. The Management Engagement Committee receives self- evaluation questionnaires provided by all service providers, which include reporting on each service provider’s opinion of the quality of services provided by the Company’s other service providers, and the Board also receives detailed compliance reporting from the Company’s compliance officer, which the Management Engagement Committee takes into account when reviewing the services provided. The quality and timeliness of reports to the Board are also taken into account and the overall management of the Company’s affairs by the Investment Manager is considered. Based on its recent review of activities, and taking into account the performance of the portfolio, the other services provided by the key service providers, and the risk and governance environment in which the Company operates, the Board believes that the retention of the current key service providers on the current terms of their appointment remains in the best interests of the Company and its shareholders.

The Board regularly reviews the performance of the services provided by these companies. A summary of the terms of the agreements with the Secretary, the Investment Manager and the Investment Advisor are set out in note 1 to the financial statements. After due consideration of the resources and reputations of those parties, the Board believes it is in the interests of shareholders to retain the services of all three providers for the foreseeable future.

Terms of Reference of Committees

The Terms of Reference of the Audit Committee, the Nomination and Remuneration Committee and the Management Engagement Committee are all available on the Company’s website and are also available for inspection at the Company’s registered office during normal business hours.

Bribery Act 2010

The Company has no employees. The Board has considered the Bribery Act 2010 and confirmed its zero tolerance of bribery and corruption in its business activities. It has received assurances from the Company’s main service providers that they will maintain adequate safeguards to protect against any form of bribery and corruption by their employees and agents.

Criminal Finances Act 2017

The Board has also considered the Criminal Finances Act 2017 and has received assurances from the Company’s main service providers that they will maintain adequate safeguards to protect against any form of illegal activities under this legislation, including the facilitation of tax evasion.

Relations with Shareholders

Shareholder relations are given a high priority by the Board, Investment Manager and Secretary. The primary medium through which the Company communicates with its shareholders is through the annual and half-yearly financial reports, which aim to provide shareholders with a full understanding of the Company’s activities and results. The information is supplemented by the daily publication of the NAV of the Fund Shares, monthly factsheets and information on the Company’s website operated by the Investment Manager. Shareholders have the opportunity to address questions to the Chairman and the Committees of the Board at the AGMs each year. Shareholders can also write to the Company at its registered office or by e-mail to the Secretary at Middlefield.Cosec@JTCGroup.com

The Chairman is available and meets with major shareholders to discuss aspects of investment performance, governance and strategy and to listen to shareholders’ views, in order to help develop a balanced understanding of their issues and concerns. General presentations are given by the Investment Manager to both shareholders and analysts follow the publication of the annual financial results. In addition, the Investment Manager maintains a regular schedule of meetings throughout the year with major shareholders and keeps the Board updated with the outcome of such meetings.

Report of the Audit Committee

This report of the Audit Committee has been prepared with reference to the AIC Code. Established in 2010, the Audit Committee reports formally to the main Board at least twice each year. In accordance with written terms of reference, its delegated duties and responsibilities are reviewed and reapproved annually. The function of the Audit Committee is to ensure that the Company maintains high standards of integrity, financial reporting and internal controls.

The members do not have any links with the Company’s Auditor. They are also independent of the management teams of the Investment Manager, the Administrator and all other service providers. The Audit Committee meets formally no less than twice a year in London and on an ad hoc basis if required.

The Audit Committee considers the financial reporting by the Company and the Fund, the internal controls, and relations with the Company’s and the Fund’s Auditor. In addition, the Audit Committee reviews the independence and objectivity of the Auditor. The Committee meets at least twice a year to review the internal financial and non-financial controls, to approve the contents of the interim and annual reports and financial statements and to review accounting policies. Representatives of the Auditor attend the Committee meeting at which the draft Annual Financial Reports are reviewed and can speak to Committee members without the presence of representatives of the Investment Manager. The audit program and timetable are drawn up and agreed with the Auditor in advance of the financial year end. Items for audit focus are discussed, agreed and given particular attention during the audit process. The Auditor reports to the Committee on these items, among other matters. This report is considered by the Committee and discussed with the Auditor and the Investment Manager prior to approval and signature of the Annual Financial Report.

The Audit Committee is authorised by the Board to investigate any activity within its terms of reference and to consult with outside legal or other independent professional advisers when deemed necessary in order to adequately discharge their duties and responsibilities, which include:

• Considering the appointment, resignation or dismissal of the Auditor and their independence and objectivity, particularly in circumstances where non-audit services have been provided.

• Reviewing the cost effectiveness of the external audit from time to time.

• Reviewing and challenging the half-yearly and Annual Financial Reports, focusing particularly on changes in accounting policies and practice, areas of accounting judgement and estimation, significant adjustments arising from audit or other review and the going concern assumption.

• Providing advice to the Board on whether the Annual Financial Report, taken as a whole, is fair balanced and understandable and provides the information necessary for shareholders to assess the company’s position and performance, business model and strategy.

• Reviewing compliance with accounting standards and law and regulations including the Companies (Jersey) Law 1991 and the FCA’s Listing and Disclosure Guidance and Transparency Rules.

• Completing regular risk management reviews of internal controls, which include the review of the Fund’s Risk Register.

• Reviewing the effectiveness of the Company’s system of internal controls, including financial, operating, compliance, fraud and risk management controls and making and reporting to the Board any recommendations that may arise.

• Considering the major findings of internal investigations and making recommendations to the Board on appropriate action.

• Ensuring that arrangements exist whereby service providers and management may raise concerns over irregularities in financial reporting or other matters in confidence and that such concerns are independently investigated and remediated with appropriate action.

The Audit Committee, having reviewed the effectiveness of the internal control systems of the Administrator on a quarterly basis, and having regard to the role of the Auditor, does not consider that there is a need for the Company or Fund to establish its own internal audit function. The Administrator does however provide the Company’s compliance officer, who monitors the Company’s compliance with applicable laws and regulations and reports directly to the Board of directors on a quarterly basis.

Some of the principal duties of the Audit Committee are to consider the appointment of the Auditor, to discuss and agree with the Auditor the nature and scope of the audit, to review the scope of and to discuss the results and the effectiveness of the audit and the independence and objectivity of the Auditor, to review the Auditor’s letter of engagement and management letter and to analyse the key procedures adopted by the Company’s outsourced service providers including the Administrator and Custodian. The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of the Company’s and its service provider’s internal control and risk management systems. The Company’s risk assessment focus and the way in which significant risks are managed is a key area for the Committee. Work here was driven by the Committee’s assessment of the risks arising in the Company’s operations and identification of the controls exercised by the Board and its delegates, the Investment Manager and other service providers. These are recorded in the Company’s business risk matrix which continues to serve as an effective tool to highlight and monitor the principal risks.

The Board also received and considered, together with representatives of the Investment Manager, reports in relation to the operational controls of the Investment Manager, Administrator, Custodian and Registrar. These reviews identified no issues of significance. The risks relating to the Company (including the Fund) are discussed by the directors and documented in detail in the minutes of each meeting.

The Audit Committee is also responsible for overseeing the Company’s relationship with the Auditor, including making recommendations to the Board on the appointment and re-appointment of the Auditor and its remuneration.

Significant Matters

The significant matters that were subject to specific consideration in 2024 by the Committee and consultation with the Auditor where necessary were as follows:

Valuation and ownership of securities

There is a risk that the securities are incorrectly valued due to factors including low volume traded securities and errors in third party prices.

Valuation of securities – at each valuation point, a price tolerance check is run.

The following exceptions require further investigation:

• Prices outside the stated tolerance levels: Price movements need to be justified to underlying support.

• Stale prices: These need to be traced and agreed to support to ensure prices are not stale. Stale prices are escalated as per the pricing policy after being static for more than 7 days.

• Zero prices: Prices for these securities need to be investigated and added if applicable.

There is also the risk that the securities are not directly owned by the Fund, which may be caused by errors in the recording of trade transactions.

Ownership of securities – at each valuation point a stock reconciliation is performed, which entails tracing and agreeing the stock holding at valuation point to the Custodian records.

Any differences are investigated.

All new trades are traced and agreed to the contract note.

Allocation to Capital and Revenue

The Directors have made the critical judgement to allocate a proportion of management fees and finance to capital. This has been allocated 60% to capital and 40% to revenue.

This has been done in accordance with the Association of Investment Companies’ Statement of Recommended Practice for Investment Trusts Companies.

The Audit Committee challenged the allocation of charges between capital and revenue by comparing it with the policies of other companies in the AIC North American sector who allocate charges to both capital and revenue. MCT has a somewhat higher allocation to revenue than the peer group. Since MCT is the highest yielding fund in the sector, the Audit Committee considered the allocation to be appropriate following this review and discussion of the separate analysis provided by the Investment Manager.

Compliance with Regulatory Requirements

JTC Fund Solutions (Jersey) Limited as administrator works with the Board of directors to ensure that the Fund complies with its obligations under all applicable laws and regulations including, but not limited to:

• The Companies (Jersey) Law 1991

• The FCA’s listing rules, prospectus and disclosure guidance and transparency rules

• The AIC Code of Corporate Governance and

• The JFSC’s Codes of Practice for Certified Funds

• The Jersey Listed Fund Guide

Going Concern

The financial statements are prepared using the going concern basis based on the directors’ assessment that:

• The investment portfolio consists of listed investments that are highly realizable

• The Fund has sufficient liquidity in cash to meet all on-going expenses and repayments of external borrowings

• The directors have the option to reduce dividend payments if the need arises

The Investment Manager monitors the Fund’s investment portfolio daily and invests in listed securities that can be liquidated in a relatively short period of time. The Board monitors the Fund’s portfolio on a quarterly basis.

Auditor and Audit

The Auditor was first appointed on 1 October 2020 following a detailed tender process and the Auditor is subject to annual reappointment by shareholders at each Company AGM and Cell AGM. The Audit Committee considers the nature, scope and results of the Auditor’s work and monitors the independence of the Auditor. Formal reports are received at Board meetings from the Auditor on an interim and annual basis relating to the extent of their work. The work of the Auditor in respect of any significant audit issues and consideration of the adequacy of that work is discussed. The Audit Committee is pleased to report there have been no concerns regarding their performance or independence.

The Audit Committee assesses the effectiveness of the audit process. The Audit Committee receives a report from the Auditor which covers the principal matters that have arisen from the audit.

The Audit Committee meets with the Investment Manager and Administrator to discuss the extent of audit work completed to ensure all matters of risk are covered and assesses the quality of the draft financial statements prepared by the Administrator and examines the interaction between the Investment Manager and the Auditor to resolve any potential audit issues.

The Audit Committee has an active involvement and oversight of the preparation of both half yearly and annual financial reports and recommends for the purposes of the production of these financial reports that valuations are prepared by the management team of the Administrator. These valuations are a critical element in the Company’s financial reporting and the Audit Committee questions them thoroughly.

Ultimate responsibility for reviewing and approving the annual financial report remains with the Board.

Andrew Zychowski

Director

Date: 24 March 2025

General Shareholder Information

AIFMD Disclosures

In accordance with the AIFMD, the AIFM is required to disclose specific information in relation to the following aspects of the Company’s management:

Leverage and borrowing

Leverage is defined as any method by which the Company increases its exposure through borrowing or the use of derivatives. ‘Exposure’ is defined in two ways – ‘gross method’ and ‘commitment method’ – and the Company must not exceed maximum exposures under both methods. ‘Gross method’ exposure is calculated as the sum of all positions of the Company (both positive and negative), that is, all eligible assets, liabilities and derivatives, including derivatives held for risk reduction purposes. ‘Commitment method’ exposure is also calculated as the sum of all positions of the Company (both positive and negative), but after netting off derivative and security positions as specified by the Directive.

For the gross method, the following has been excluded:

• the value of any cash and cash equivalents which are highly liquid investments held in the base currency of the AIF that are readily convertible to a known amount of cash, subject to an insignificant risk of changes in value;

• that remain in cash or cash equivalent as defined above and where the amounts of that payable are known. The total amount of leverage calculated as at 31 December 2024 is as follows:

Gross method: 139.35% (31 December 2023: 130.13%)

Commitment method: 139.35% (31 December 2023: 130.13%)

Liquidity

The Investment Manager’s policy is that the Company should normally be close to fully invested (i.e. with liquidity of 5% or less) but this is subject to the need to retain liquidity for the purpose of the efficient management of the Company in accordance with its objectives. There may therefore be occasions when there will be higher levels of liquidity, for example following the issue of shares or the realisation of investments. This policy has been applied consistently throughout the review period and as a result the Investment Manager has not introduced any new arrangements for managing the Company’s liquidity.

Risk management policy note

Please refer to note 16, Financial instruments, in the Notes to the financial statements on pages 72 to 76 for risk management policies, where the current risk profile of the Company and the risk management systems employed by the Investment Manager to manage those risks are set out.

AIFM Remuneration

A total of 8 staff employed by the AIFM are engaged in managing the Fund. The compensation paid to these beneficiaries during the year under review was £275,000, split roughly equally between fixed and variable compensation. The Fund has no agreement to pay any carried interest to the AIFM.

General Data Key Investor

åDocument and Related Data

The Company has produced an EU Key Information Document (the “KID”), as required by the Packaged Retail and Insurance-Based Investment Products Regulations (the “PRIIPs Regulations”) and a UK KID under the UK’s amended version of the PRIIPs Regulations, together with a European PRIIPs Template and a European MiFID Template, all of which are available on the Company’s website.

The PRIIPs Regulations require the preparation and publication of the KID. Investors should note that the methodology for calculating the risks, costs and potential returns cited in the KID are prescribed by the PRIIPs Regulations. However, the methodology is considered by many market participants, including the AIC, to be flawed and future risks and returns may not transpire to be as cited in the KID. The Board therefore recommends that investors not make any investment or divestment decision based on the information contained in the KID.

Non-Mainstream Pooled Investment (‘NMPI’) Status

The Company currently conducts its affairs to maintain its status as an “excluded security” for the purposes of the FCA’s rules on “non-mainstream pooled investments” and intends to continue to do so. The Fund Shares are therefore excluded from the FCA’s restrictions which apply to non-mainstream pooled investments.

Performance Details/Share Price Information

Details of the Company’s share price and the net asset value per Fund Share can be found on the London Stock Exchange’s website. The net asset value is calculated and published daily, on the basis of the bid price of securities at closing.

Consumer Duty Value Assessment

Middlefield International Limited (“MIL”), as advisor to Middlefield Canadian Income PCC (“MCT”), has prepared an assessment of fair value based on the FCA’s guidelines which includes consideration of the fund’s relative performance, investment process, costs and charges, quality of service, comparable market rates and economies of scale. Based on this assessment, MIL has concluded that MCT is providing value to its investors. The assessment of value can be found on the website under Other Reports and Filings www.middlefield.co.uk.

Independent Auditor’s Report

TO THE MEMBERS OF MIDDLEFIELD CANADIAN INCOME – GBP PC, A CELL OF MIDDLEFIELD CANADIAN INCOME PCC

Opinion

We have audited the financial statements of Middlefield Canadian Income – GBP PC (the “Fund”), which comprise the Statement of Financial Position as at 31 December 2024, and the Statement of Comprehensive Income, Statement of Changes in Redeemable Participating Preference Shareholder’s Equity and Statement of Cash Flows for the year then ended, and notes 1 to 22 to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted International Financial Reporting Standards (‘IFRS’).

In our opinion the financial statements of Middlefield Canadian Income – GBP PC, a cell of Middlefield Canadian Income PCC:

give a true and fair view of the state of the Fund’s affairs as at 31 December 2024 and of its profit for the year then ended;

have been properly prepared in accordance with UK-adopted IFRS; and

have been prepared in accordance with the Companies (Jersey) Law 1991.

Separate opinion in relation to IFRS as adopted by the European Union

As explained in note 2a, in addition to complying with the Listing Rules obligation to apply UK-adopted IFRS, the Fund has also applied IFRSs as adopted by the European Union.

In our opinion the financial statements give a true and fair view of the financial position of the Fund as at 31 December 2024 and of its financial performance and cash flows for the year then ended in accordance with IFRS as adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Fund in accordance with the ethical requirements that are relevant to our audit of the financial statements in Jersey, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our approach to the audit

Our audit was scoped by obtaining an understanding of the Fund and its environment, including internal control, and assessing the risks of material misstatement. Audit work to respond to the risks of material misstatement was performed directly by the audit engagement team.

Our consideration of the control environment

The Fund has appointed JTC Fund Solution (Jersey) Limited to provide the accounting function. The accounting function has been subcontracted to JTC Fund Solutions (RSA) Pty Ltd (“JTC SA”). We have obtained JTC SA’s ISAE 3402 controls assurance report for the period 1 April 2023 to 31 March 2024 which summarises the suitability of design and implementation and operating effectiveness of controls. We have reviewed the report and considered the controls relevant to the accounting functions undertaken by JTC SA for the Fund in order to rely on controls. As the reporting date of the Fund is 31 December 2024, we have obtained correspondence issued by JTC SA confirming that there have not been any material changes to the internal control environment nor any material deficiencies in the internal controls to this date.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the ‘material uncertainty related to going concern’ below, in arriving at our audit opinion, the key audit matter was as follows:

Key Audit Matter

How our scope addressed this matter

Ownership and valuation of Securities

The Fund’s securities (see note 3 and the schedule of securities) are included at fair value of £169,952,944 (2023: £146,643,502). The portfolio is made up of securities actively traded on recognised markets which are measured at fair value based on market prices and other prices determined with reference to observable inputs.

Although all of the securities are listed and have quoted market pricing data available which is used to value the securities, there is a risk of material misstatement that the securities may be incorrectly valued due to stale prices, low trading volumes or errors reported in third party prices. Where securities are not regularly traded there is a greater risk of material misstatement that the quoted price is not reflective of fair value and this should be taken into consideration in management’s assessment. Valuation has a significant impact on the net asset value of the Fund.

There is a risk that securities, a record of which is maintained by a third-party custodian, are not directly owned by the Fund.

Securities are held by the custodian. Ensuring that the custodian records all the securities correctly under the Fund’s name is critical since the investment portfolio represents the principal element of the financial statements, being the single largest asset on the Statement of Financial Position.

Our procedures on the valuation of securities included:

understanding the relevant controls around valuation;

testing 100% of the valuations of securities by agreeing the prices directly to independent third-party sources;

considering the trading history of securities to determine whether they have been frequently traded, and values at which they have been traded to consider whether the year-end prices are stale.

Our procedures on ownership of securities included:

obtaining an understanding of the relevant controls around custody of securities;

agreeing the holdings to independent third-party confirmations provided by the Fund’s custodian;

reviewing the ISAE 3402 controls assurance report of the custodian to consider the controls relevant to the custodial function.

Key observations
Based on the procedures, we concluded that the ownership and valuation of securities are appropriate.

Our application of materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Materiality £2,870,000 (2023: £2,470,000).

Basis for determining materiality – Approximately 1.6% of the Fund’s total assets (2023: 1.6%).

Rationale for the benchmark applied – The reason for using total assets is that the key users of the financial statements are primarily focused on the valuation of the Fund’s assets. This approach remains consistent with the prior year.

Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole. Performance materiality was set at 75% of materiality for the 2024 audit (2023: 75%). In determining performance materiality, we considered our understanding of the entity, including our assessment of the overall control environment.

Independent Auditor’s Report continued

Our application of materiality (continued)

Error reporting threshold

We agreed with the Audit Committee that we would report to them all audit differences in excess of £140,000 (2023: £120,000), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.

Material uncertainty relating to going concern

We draw attention to note 2n to the financial statements which indicates that the Fund’s ability to continue as a going concern is dependent on the outcome of the directors review of a number of strategic options for the future of the Fund, as described in note 2n. As stated in note 2n, these events presented by the directors indicate that a material uncertainty exists that may cast significant doubt on the Fund’s ability to continue as a going concern. Our opinion is not qualified in respect of this matter.

Given the material uncertainty identified by the directors, we considered going concern to be a key audit matter.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our evaluation of the directors’ assessment of the Fund’s ability to continue to adopt the going concern basis of accounting, and in response to the key audit matter, included:

Considering the appropriateness of the directors’ conclusion in relation to the matters described in 2n and discussing this with the board;

Review of the directors’ statement in note 2n and their identification of any material uncertainties to the Fund’s ability to continue over a period of at least twelve months from the date of approval of the financial statements;

Consideration as part of our risk assessment of the nature of the Fund, its business model and related risks including where relevant the requirements of the applicable financial reporting framework and the system of internal control; and

Evaluation of the directors’ assessment of the Fund’s ability to continue as a going concern, including challenging the underlying data and key assumptions used to make the assessment, and evaluation of the directors’ plans for future actions in relation to their going concern assessment.

Other than the above, based on the work we have performed, we have not identified any material uncertainties, other than as disclosed in note 2n, relating to events or conditions that, individually or collectively, may cast significant doubt on the Fund’s ability to continue as a going concern for a period of at least twelve months from the date of approval of the financial statements.

In relation to the Fund’s reporting on how it has applied Listing Rule 6.6.6R and Listing rule 11.7.7R, we have nothing material to add or draw attention to in relation to the director’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in respect of these matters.

Independent Auditor’s Report continued

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion;

adequate accounting records have not been kept; or

the financial statements are not in agreement with the accounting records and returns; or

proper returns adequate for our audit have not been received from branches not visited by us; or

we have not received all the information and explanations we require for our audit.

Corporate governance statement

The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Fund’s compliance with the provisions of the Listing Rule 6.6.6R specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement and Corporate Information is materially consistent with the financial statements or our knowledge obtained during the audit:

Directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on pages 33 to 34;

Directors’ explanation as to its assessment of the entity’s prospects, the period this assessment covers and why the period is appropriate set out on pages 33 to 34;

Directors’ statement on fair, balanced and understandable set out on page 48;

Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 30 to 34;

The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 48; and

The section describing the work of the audit committee set out on pages 48 to 50.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Fund’s ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Fund or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Independent Auditor’s Report continued

Auditor’s responsibilities for the audit of the financial statements (continued)

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Fund’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Fund to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

The extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is explained below.

The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, we:

obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the Fund operates in and how the Fund is complying with the legal and regulatory frameworks;

inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected, or alleged instances of fraud;

discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud having obtained an understanding of the effectiveness of the control environment; and

reviewed minutes of the Board and other Committees.

Independent Auditor’s Report continued

The extent to which the audit was considered capable of detecting irregularities, including fraud (continued)

We also obtained an understanding of the legal and regulatory frameworks that the Fund operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK-adopted IFRS, Companies (Jersey) Law 1991, Codes of Practice for Certified Funds, Listing and Disclosure Transparency Rules and the AIC Code of Corporate Governance. The audit procedures performed included:

a review of the financial statement disclosures and testing to supporting documentation;

completion of disclosure checklists to identify areas of non-compliance; and

review of the financial statement disclosures by a specialist in the Listing and Disclosure Transparency Rules.

The area that we identified as being susceptible to material misstatement due to fraud was management override of controls. The audit procedures performed included:

testing the appropriateness of journal entries and other adjustments;

undertaking analytical procedures to identify unusual or unexpected relationships;

assessing whether the judgements made in determining accounting estimates, in particular in respect of the fair value of securities and the split between capital and revenue, are indicative of a potential bias; and

evaluation of the business rationale of any significant transactions that are unusual or outside the normal course of business.

Owing to the inherent limitations of an audit there is an unavoidable risk that some material misstatement of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK). However, the principal responsibility for ensuring that the financial statements are free from material misstatement, whether caused by fraud or error, rests with the directors who should not rely on the audit to discharge those functions.

In addition, as with any audit, there remains a higher risk of non-detection of fraud, as this may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

Other matters which we are required to address

Following the recommendation of the audit committee, we were appointed by the Board of directors on 1 October 2020 to audit the financial statements for the year ending 31 December 2020 and subsequent financial periods. The period of total uninterrupted engagement is 5 years, covering the years ended 31 December 2020 to 2024.

No non-audit services have been provided to the Fund and we remain independent of the Fund in conducting our audit.

Our audit opinion is consistent with our reporting to the audit committee we are required to provide in accordance with ISAs (UK).

Use of our report

This report is made solely to the Fund’s members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991. Our audit work has been undertaken so that we might state to the Fund’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Fund and the Fund’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Philip Crosby

For & on behalf of

RSM Channel Islands (Audit) Limited

Chartered Accountants and Recognized Auditors

Jersey, C.I.

Date: 24 March 2025

Financial Statements

Statement of Financial Position of the Fund

As at 31 December 2024

	Notes	2024 GBP	2023 GBP
Current assets
Securities (at fair value through profit or loss)	3 & 22	169,952,944	146,643,502
Accrued dividend income		743,674	632,412
Prepayments		20,324	21,787
Cash and cash equivalents	4	1,345,531	4,433,118
		172,062,473	151,730,819
Current liabilities
Other payables and accruals	5	(434,929)	(388,493)
Interest payable		(48,282)	(71,270)
Loan payable	14	(28,884,872)	(21,831,966)
		(29,368,083)	(22,291,729)
Net assets		142,694,390	129,439,090
Equity attributable to equity holders
Stated capital	6	49,661,314	49,704,414
Retained earnings		93,033,076	79,734,676
Total Shareholders’ equity		142,694,390	129,439,090
Net asset value per redeemable participating preference share (pence)	7	134.05	121.55

The financial statements and notes on pages 60 to 80 were approved by the directors on 24 March 2025 and signed on behalf of the Board by:

Michael Phair Andrew Zychowski

Director Director

The accompanying notes on pages 64 to 80 form an integral part of these financial statements.

Statement of Comprehensive Income of the Fund

For the year ended 31 December 2024

	Notes	Revenue GBP	Capital GBP	2024 Total GBP	2023 Total GBP
Revenue
Dividend income	8	9,017,257	–	9,017,257	9,004,249
Interest income	8	85,246	–	85,246	91,389
Net movement in the fair value of securities (at fair value through profit or loss)	9	–	12,852,158	12,852,158	(6,799,595)
Net movement on foreign exchange		–	1,579,028	1,579,028	698,809
Total revenue		9,102,503	14,431,186	23,533,689	2,994,852
Expenditure
Investment management fees	2o	375,146	562,719	937,865	916,770
Custodian fees	2l	16,316	–	16,316	15,323
Corporate Broker’s fees	2m	67,175	–	67,175	65,483
Directors’ fees and expenses		146,631	–	146,631	154,809
Legal and professional fees		11,697	–	11,697	6,558
Audit fees		39,000	–	39,000	39,000
Tax fees		6,948	–	6,948	7,560
Registrar’s fees		49,496	–	49,496	44,779
Administration and secretarial fees	2k	133,981	–	133,981	130,967
General expenses		160,156	–	160,156	190,771
Investor relations fee	2u	173,211	–	173,211	170,748
Operating expenses		1,179,757	562,719	1,742,476	1,742,768
Net operating profit before finance costs		7,922,746	13,868,467	21,791,213	1,252,084
Finance costs	2r	(602,287)	(903,431)	(1,505,718)	(1,570,018)
Profit/(loss) before tax		7,320,459	12,965,036	20,285,495	(317,934)
Withholding tax expense	12	(1,343,801)	–	(1,343,801)	(1,341,655)
Net profit/(loss) after taxation		5,976,658	12,965,036	18,941,694	(1,659,589)
Profit/(loss) per redeemable participating preference share – basic and diluted (pence)	10	5.61	12.18	17.79	(1.56)

The total column of this statement represents the Fund’s Statement of Comprehensive Income, prepared in accordance with UK- adopted IFRS. There are no items of other comprehensive income, therefore net profit/(loss) after taxation is the total comprehensive income. The supplementary revenue and capital columns are both prepared in accordance with the Statement of Recommended Practice issued by the AIC as disclosed in note 2a. All items in the above statement derive from continuing operations. No operations were acquired or discontinued in the year.

There are £nil (2023: £nil) earnings attributable to the management shares.

The accompanying notes on pages 64 to 80 form an integral part of these financial statements.

Statement of Changes in Redeemable Participating Preference Shareholders’ Equity of the Fund

For the year ended 31 December 2024

	Notes	Stated Capital Account GBP	Retained Income GBP	Total GBP
At 1 January 2023		49,704,414	86,931,602	136,636,016
Loss for the year		–	(1,659,589)	(1,659,589)
Dividends	11	–	(5,537,337)	(5,537,337)
At 31 December 2023		49,704,414	79,734,676	129,439,090
Buyback of shares during year	6	(43,100)	–	(43,100)
Profit for the year		–	18,941,694	18,941,694
Dividends	11	–	(5,643,294)	(5,643,294)
At 31 December 2024		49,661,314	93,033,076	142,694,390

The accompanying notes on pages 64 to 80 form an integral part of these financial statements.

Statement of Cash Flows of the Fund

For the year ended 31 December 2024

		2024	2023
	Notes	GBP	GBP
Cash flows from operating activities
Net profit/(loss) after taxation		18,941,694	(1,659,589)
Adjustments for:
Net movement in the fair value of securities (at fair value through profit or loss)	9	(12,852,158)	6,799,595
Realised gains on foreign exchange	2p	(1,401,441)	(1,345,395)
Unrealised (gains)/losses on foreign exchange	2p	(177,587)	646,586
Payment for purchases of securities		(64,019,103)	(46,058,637)
Proceeds from sale of securities		53,561,820	55,587,931
Operating cash flows before movements in working capital		(5,946,775)	13,970,491
Increase in receivables		(109,799)	(24,452)
Increase/(decrease) in payables and accruals		23,448	(152,089)
Net generated (used in)/from operating activities		(6,033,126)	13,793,950
Cash flows generated used in financing activities
Repayments of borrowings		(352,730,557)	(236,205,147)
Buyback of shares	6	(43,100)	–
New bank loans raised		361,474,806	230,999,895
Dividends paid	11	(5,643,294)	(5,537,337)
Net cash generated from/(used in) financing activities		3,057,855	(10,742,589)
Net (decrease)/increase in cash and cash equivalents		(2,975,271)	3,051,361
Cash and cash equivalents at the beginning of the year		4,433,118	1,523,392
Effect of foreign exchange rate changes		(112,316)	(141,635)
Cash and cash equivalents at the end of the year		1,345,531	4,433,118
Cash and cash equivalents made up of:
Cash at bank	4	1,345,531	4,433,118

The accompanying notes on pages 64 to 80 form an integral part of these financial statements.

Notes to the Financial Statements of the Fund

For the year ended 31 December 2024

1. General Information

The Company is a closed-ended investment company incorporated in Jersey on 24 May 2006 and is regulated for Financial Services Business by the JFSC. The Company has one closed-ended cell, Middlefield Canadian Income – GBP PC, also referred to as the “Fund”. The Fund seeks to provide shareholders with a high level of dividends as well as capital growth over the longer term. The Fund intends to pay dividends on a quarterly basis each year. The Fund seeks to achieve its investment objective by investing predominantly in the securities of companies and REITs domiciled in Canada and the U.S. that the Investment Manager believes will provide an attractive level of distributions, together with the prospect for capital growth. In 2015, shareholders also approved an amendment to the Investment Policy to increase the percentage of the value of portfolio assets which may be invested in securities listed on recognised stock exchanges outside Canada to up to 40 per cent.

The address of the Company’s registered office is 28 Esplanade, St. Helier, Jersey JE2 3QA, Channel Islands.

The Fund’s shares have been admitted to the Official List of the FCA and to trading on the London Stock Exchange’s Main Market for listed securities.

The Company and Fund have no employees.

The functional and presentational currency of the Company and the Fund is Pounds Sterling (‘GBP’) as the Fund is trading on the London Stock Exchange’s Main Market.

2. Summary of Material Accounting Policy Information

a. Basis of preparation

The financial statements of the Fund have been prepared on the historical cost basis, except for the measurement at fair value of investments and derivatives, and in accordance with UK-adopted IFRS and interpretations issued by the IFRSIC. The preparation of the Financial Statements in conformity with IFRS requires the directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting year. Although these estimates are based on management’s best knowledge of current events and actions, actual results may ultimately differ from those estimates.

Where presentational guidance set out in the SORP Financial Statements of Investment Trust Companies and Venture Capital Trusts (July 2022) issued by the AIC is consistent with the requirements of IFRS, the directors have prepared the Financial Statements on a basis compliant with the recommendations of the SORP. The supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and a capital nature is presented in accordance with the SORP.

The financial statements are prepared in accordance with UK-adopted IFRS as required by the UK Listing and the Disclosure Guidance and Transparency Rules. Companies (Jersey) Law 1991 prescribes which generally accepted accounting principles are allowed to be adopted by Jersey market traded companies in the preparation of their annual financial statements.

Critical accounting estimates and judgements

The preparation of the Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the accounting policies.

The following are the critical judgements that the directors have made in the process of applying the accounting policies that have the most significant effect on the amounts recognised in the financial statements.

Expenses have been charged to the Statement of Comprehensive Income and shown in the revenue column. Management fees and finance costs have been allocated 60% to capital and 40% to revenue. This is in accordance with the Board’s expected long-term split of returns, in the form of capital gains and income respectively, from the investment portfolio.

There were no judgements made in relation to the fair value of the investments, as all investments are quoted.

Adoption of new standards and amendments

The following amendments to existing standards that are effective for the first time for the financial period beginning 1 January 2024 that have had an immaterial impact on the Company and the Fund:

Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)

The Company has adopted the amendments to IAS 1 for the first time in the current period. The amendments change the requirements in IAS 1 regarding disclosure of accounting policies. The amendments replace all instances of the term ‘significant accounting policies’ with ‘material accounting policy information’. Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements.

The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events or conditions is itself material.

The IASB has also developed guidance and examples to explain and demonstrate the application of the ‘four-step materiality process’ described in IFRS Practice Statement 2.

Amendments to IAS 1 Classification of Liabilities as Current or Non-current

The group has adopted the amendments to IAS 1, published in January 2020, for the first time in the current year.

The amendments affect only the presentation of liabilities as current or non-current in the statement of financial position and not the amount or timing of recognition of any asset, liability, income or expenses, or the information disclosed about those items.

The amendments clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a definition of ‘settlement’ to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services.

Amendments to IAS 1 Presentation of Financial Statements Non-current Liabilities with Covenants

The group has adopted the amendments to IAS 1, published in November 2022, for the first time in the current year. The amendments specify that only covenants that an entity is required to comply with on or before the end of the reporting period affect the entity’s right to defer settlement of a liability for at least twelve months after the reporting date (and therefore must be considered in assessing the classification of the liability as current or non-current). Such covenants affect whether the right exists at the end of the reporting period, even if compliance with the covenant is assessed only after the reporting date (e.g. a covenant based on the entity’s financial position at the reporting date that is assessed for compliance only after the reporting date). The IASB also specifies that the right to defer settlement of a liability for at least twelve months after the reporting date is not affected if an entity only has to comply with a covenant after the reporting period. However, if the entity’s right to defer settlement of a liability is subject to the entity complying with covenants within twelve months after the reporting period, an entity discloses information that enables users of financial statements to understand the risk of the liabilities becoming repayable within twelve months after the reporting period. This would include information about the covenants (including the nature of the covenants and when the entity is required to comply with them), the carrying amount of related liabilities and facts and circumstances, if any, that indicate that the entity may have difficulties complying with the covenants.

The Company has adopted the amendments to IAS 8 for the first time in the current year. The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. The definition of a change in accounting estimates was deleted.

There are no other standards, interpretations or amendments to the existing standards that are not yet effective that would be expected to have a significant impact on the Company.

New standards and interpretations not yet effective and have not been adopted early by the Company

• Amendments to IAS 21, ‘The Effects of Changes in Foreign Exchange Rates: Lack of exchangeability’. (effective periods commencing on or after 1 January 2025 for IFRS).

• Amendments to IFRS 9 and IFRS 7 ‘Amendments to the Classification and Measurement of Financial Instruments’. (effective periods commencing on or after 1 January 2026 for IFRS).

• IFRS 18 ‘Presentation and Disclosure in Financial Statements’. (effective periods commencing on or after 1 January 2027 for IFRS).

There are no other standards, interpretations or amendments to existing standards that are not yet effective that would be expected to have a significant impact on the Company.

b. Financial instruments

Financial instruments carried on the Statement of Financial Position include securities, accrued dividend income, cash at bank, loan payable, other payables and accruals. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item.

Disclosures about financial instruments to which the Fund is a party are provided in Note 16.

c. Securities

Investments in listed securities have been classified as fair value through profit or loss securities and are those securities intended to be held for a short period of time but which may be sold in response to needs for liquidity or changes in interest rates. These are held at fair value through profit or loss, as they are managed and the performance evaluated on a fair value basis.

Fair value through profit or loss securities are initially recognised as at fair value, which is taken to be the cost. The securities are subsequently re-measured at fair value based on quoted bid prices on the stock exchange at the reporting date. Gains and losses arising from changes in the fair value of these securities are recognised in profit or loss as they arise.

All purchases and sales of investments and trading securities that require delivery within the time frame established by regulation or market convention (“regular way” purchases and sales) are recognised at the trade date, which is the date on which the Fund commits to purchase or sell the asset. In cases which are not within the time frame established by regulation or market convention, such transactions are recognised on the settlement date. Any change in fair value of the asset to be received is recognised between the trade date and the settlement date.

d. Receivables

Trade and other receivables are recognised when the Fund becomes a party to the contractual provisions of the receivables. They are measured, at initial recognition, at fair value plus transaction costs, if any. They are subsequently measured at amortised cost. The amortised cost is the amount recognised on the receivable initially, minus principal repayments, plus cumulative amortisation (interest) using the effective interest method (except for short term receivables where the recognition of interest would be immaterial) of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.

e. Cash and cash equivalents

Cash includes amounts held in interest bearing accounts. Cash and cash equivalents comprise bank balances and cash held by the Fund. The carrying value of these assets approximates their fair value.

f. Prepayments

Prepayments comprise amounts paid in advance including, but not limited to, payments for insurance, listing fees and AIC membership fees. Payments are expensed to the Statement of Comprehensive Income over the period for which the Fund is receiving the benefit of these expenditures.

g. Provisions

A provision is recognised when the Fund has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligations.

h. Share capital

Redeemable participating preference shares are only redeemable at the sole option of the directors, participate in the net income of the Fund during its life and are classified as equity in line with IAS 32 Financial Instruments: Presentation (see Note 6). Buyback shares are measured at cost and deducted from equity. Transaction costs relating to buyback shares do not form part of cost of the buyback shares.

i. Net asset value per redeemable participating preference share

The NAV per redeemable participating preference share is calculated by dividing the net assets attributable to redeemable participating preference shareholders included in the Statement of Financial Position by the number of redeemable participating preference shares in issue at the year end.

j. Issue costs

The expenditure directly attributable to the launch of the Fund’s shares and all other costs incurred on the launch and subsequent issues of the Fund’s shares are written off immediately against proceeds raised.

k. Administration and secretarial fees

Under the provisions of the Administration Agreement dated 18 August 2011 between the Fund and JTC Fund Solutions (Jersey) Limited as Administrator, the Administrator is entitled to a fee for administrative and secretarial services payable by the Fund quarterly in arrears at a rate of 0.10 per cent. per annum of the average NAV of the Fund calculated over the relevant quarterly period.

l. Custodian fees

The Custodian was appointed as Custodian of the Fund’s assets on 6 October 2011. The Fund pays the Custodian 0.01 per cent. per annum of the Fund’s NAV, accrued for at each valuation date.

m. Corporate Broker’s fees

The Fund pays the Corporate Broker quarterly in arrears at a rate of 0.05 per cent. per annum of the average NAV of the Fund calculated over the relevant period.

n. Going concern

In the opinion of the directors, the Company and the Fund have adequate resources to continue in operational existence for the foreseeable future being at least the next twelve months from the approval of these financial statements. For this reason, the Financial Statements have been prepared using the going concern basis.

The directors considered, inter alia, the following factors:

• ongoing shareholder interest in the continuation of the Fund;

• the Fund has sufficient liquidity in the form of cash assets to meet all on-going expenses;

• should the need arise, the directors have the option to reduce dividend payments in order to positively affect the Fund’s cash flows; and

• the Fund’s investments in Canadian and U.S. securities are readily realisable to meet liquidity requirements, if necessary.

The directors appreciate the severity of the current economic environment and continue to assess, in conjunction with the Investment Manager and the Investment Advisor, the situation and how it may impact the Company in the short and long term. The directors consider the Company to be well placed to withstand any significant adverse shocks and assume the going concern basis to be appropriate.

The requisition notice received by the Company on 10 February 2025 was for the approval by shareholders of the taking of all necessary steps to implement a scheme or process by which shareholders would become (or have the option to become) shareholders of a UK-listed open-ended investment company (or similar open-ended investment vehicle) implementing a substantially similar strategy to the Company. Such scheme or process could entail shareholders rolling into an existing or newly established UK-listed open-ended investment company (or similar open-ended investment vehicle), in either case managed by the Company’s existing investment manager or one of its affiliates.

Following consultation with a number of the Company’s largest shareholders including Saba, and following constructive discussions with Saba, on 21 February 2025 the Company announced that Saba had agreed to withdraw its requisition notice for a period of 60 days to enable the Company and its advisers to formulate proposals that are in the best interests of all shareholders.

At the current time, the Board is in the process of considering a number of strategic options in the best interests of shareholders as a whole. A further announcement regarding future proposals which the Company may put to shareholders will be made in due course. Although the Board is confident that the Company will have sufficient financial resources to meet its obligations due within twelve months from the date of approval of the financial statements, the uncertain future outcome of the Board’s deliberations indicates the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. Nevertheless, the Board believes that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.

o. Investment management fees

The Investment Manager is entitled to a management fee payable by the Fund quarterly in arrears at a rate of 0.70 per cent. per annum of the average NAV of the Fund calculated over the relevant quarterly period.

Investment management fees for the year ended 31 December 2024 total £937,865 (31 December 2023: £916,770). The fee is split between the Investment Manager and the Investment Advisor at a ratio of 0.60 per cent: 0.10 per cent of the 0.70 per cent fee.

Investment management fees have been split 60% to capital and 40% to revenue (see note 2a for further details regarding the allocation of the management fees).

p. Foreign currency translation

Monetary assets and liabilities denominated in foreign currencies are translated into Pound Sterling at exchange rates in effect at the reporting date. Realised and unrealised gains and losses on foreign currency transactions are charged or credited to the Statement of Comprehensive Income as foreign currency gains and losses. The cost of investments, and income and expenditure are translated into Pound Sterling based on exchange rates on the date of the transaction. Realised gains on foreign exchange currency transactions totalled £1,401,441 for the year (2023: gains of £1,309,333). Realised gains on forward exchange contracts totalled £ nil (2023: gains of £36,062). Unrealised gains on foreign currency translations totalled £177,587 (2023: losses of £646,586).

q. Revenue recognition

Dividend income arises from equity investments held and is recognised on the date investments are marked ‘ex-dividend’. Where the Company elects to receive dividends in the form of additional shares rather than cash, the equivalent to the cash dividend is recognised as income in revenue and any excess in value of the shares received over this is recognised in capital. Dividend income is shown gross of withholding tax. Interest income arises from cash and cash equivalents and quoted bonds and is recognised in the Statement of Comprehensive Income using the effective interest method.

Special dividends are reviewed on a case by case basis in determining whether the dividend is to be treated as revenue or capital. Amounts recognised as revenue will form part of the distributable revenue. Amounts recognised as capital are included in realised gains. The tax accounting treatment follows the treatment of the principal amount.

r. Loan payable and finance costs

Loan payable is initially measured at fair value and is subsequently measured at amortised cost using the effective interest rate method. The effective interest rate method is a method of calculating the amortised cost of a ﬁnancial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the ﬁnancial liability or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

s. Related parties

Related parties are individuals and companies who have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions (see Note 13).

t. Business and geographical segments

The directors are of the opinion that the Fund is engaged in a single segment of business investing predominantly in securities and REITs domiciled in Canada and the U.S. to which the Fund is solely exposed and therefore no segmental reporting is provided.

u. Investor relations fee

The Investment Advisor and Investment Manager are paid an additional fee for investor relations services totalling as the lesser of 15 basis points of the market value of the Fund or £200,000 per annum, with the fee to be calculated daily based on the closing market value of the Fund and payable quarterly in arrears.

Investor relations fee for the year ended 31 December 2024 total £173,211 (31 December 2023: £170,748).

3. Securities (at fair value through profit and loss)

	2024	2023
	GBP	GBP
Quoted/listed Equities	169,952,944	146,643,502

Please refer to Note 22 for the Schedule of Investments.

4. Cash and cash equivalents

	2024	2023
	GBP	GBP
Cash at bank	1,345,531	4,433,118

Cash and cash equivalents comprise cash held by the Fund and bank balances with an original maturity of three months or less. The carrying value of these assets approximates their fair value.

5. Other payables and accruals

	2024	2023
	GBP	GBP
Investment management fees (Note 13)	254,113	220,372
Corporate Broker’s fees	18,151	15,741
Audit fees	39,000	39,000
Administration fees	36,302	31,481
General expenses	17,970	22,334
Registrar’s fees	10,286	9,466
Tax service fees	6,894	6,840
Custodian fees	3,560	3,148
Investor relations fee (Note 13)	48,653	40,111
	434,929	388,493

6. Stated capital

The authorised share capital of the Fund is split into two management shares of no par value and an unlimited number of redeemable participating preference shares of no par value, the latter of which are attributable solely to the Fund.

	No. of shares	GBP
Management shares issued
2 management shares of no par value issued at 100.00 pence each	2	2
At 31 December 2024 and 2023	2	2
Redeemable participating preference shares issued (excluding shares held in treasury)
At 31 December 2023	106,487,250	49,704,412
28 August 2024, 20,000 shares of no par value repurchased at £ 1.075 each	(20,000)	(21,500)
30 August 2024, 20,000 shares of no par value repurchased at £ 1.08 each	(20,000)	(21,600)
At 31 December 2024	106,447,250	49,661,312
Total		49,661,314

The holders of redeemable participating preference shares are entitled to receive in proportion to their holdings, all of the revenue profits of the Fund (including accumulated revenue reserves).

Each redeemable participating preference shareholder is entitled to one vote for each share held, provided all amounts payable in respect of that share have been paid.

Management shares are non-redeemable, have no right in respect of the accrued entitlement, and have no right to participate in the assets of the Fund on a winding-up. In all other respects, the management shares have the same rights and restrictions as redeemable participating preference shares. Each management share entitles the holder to one vote for each share held.

Redeemable participating preference shares are redeemed at the absolute discretion of the directors. Since redemption is at the discretion of the directors, in accordance with the provisions of IAS 32, the redeemable participating preference shares are classified as equity. The Fund will not give effect to redemption requests in respect of more than 25 per cent. of the shares then in issue, or such lesser percentage as the directors may decide.

At the year end, there were 18,235,000 (31 December 2023: 18,195,000) treasury shares in issue. Treasury shares have no value and no voting rights.

FCA regulation of ‘non-mainstream pooled investments’

On 1 January 2014, the FCA introduced rules relating to the restrictions on the retail distribution of unregulated collective investment schemes and close substitutes (non-mainstream pooled investments). UK investment trusts are excluded from these restrictions, as are other “excluded securities” as defined by the FCA.

As reported in last year’s annual report, the Board believes that the Company’s shares are “excluded securities” under the FCA’s definitions of such and, as a result, the FCA’s restrictions on retail distribution do not apply. This status is reviewed annually and the Board intends to conduct the Company’s affairs to retain such status for the foreseeable future.

Retained Earnings

This reserve records all net gains and losses and transactions with owners not recorded elsewhere. This reserve is available for distribution to the shareholders. Dividends paid to shareholders are recognised directly in this reserve.

7. Net asset value per redeemable participating preference share

The NAV per share of 134.05p (31 December 2023: 121.55p) is based on the net assets at the year end of £142,694,390 (31 December 2023: £129,439,090) and on 106,447,250 redeemable participating preference shares, being the number of redeemable participating preference shares in issue at the year end (31 December 2023: 106,487,250 shares).

8. Dividend and interest income

			2024
	Revenue	Capital	Total	2023
	GBP	GBP	GBP	GBP
Interest Income	85,246	–	85,246	91,389
Dividend income	9,017,257	–	9,017,257	9,004,249
	9,102,503	–	9,102,503	9,095,638

9. Net movement in the fair value of securities

			2024
	Revenue	Capital	Total	2023
	GBP	GBP	GBP	GBP
Gains on sale of securities	–	5,635,000	5,635,000	608,988
Gains/(losses) on the revaluation of securities at year end	–	7,217,158	7,217,158	(7,408,583)
Net movement in the fair value of securities (at fair value through profit or loss)	–	12,852,158	12,852,158	(6,799,595)

10. Profit/(loss) per redeemable participating preference share – basic and diluted

Basic profit/(loss) per redeemable participating preference share is calculated by dividing the net profit attributable to redeemable participating preference shares of £18,941,694 (31 December 2023: £1,659,589 loss) by the weighted average number of redeemable participating preference shares outstanding during the year of 106,473,698 shares (31 December 2023: 106,487,250 shares). The allocation between revenue and capital can be found on the Statement of Comprehensive Income of the Fund on page 61.

11. Dividends

Dividends of 1.325 pence per share were paid on a quarterly basis during the year in the months of January, April, July and October being 5.3 pence per share for the year and totalling £5,643,294 (31 December 2023: £5,537,337). On 31 January 2025 a dividend of £1,463,650 was paid of 1.375 pence per share. In accordance with the requirements of IFRS, as this was approved on 2 January 2025, being after the reporting date, no accrual was reflected in the 2024 Financial Statements for this amount of £1,463,650 (31 December 2023: £1,410,956).

Dividends payable in respect of the financial year, which is the basis on which the requirements of Section 1158/1159 of the Corporation Tax Act 2010 are considered (see note 12) comprise the dividends paid in April, July and October of the financial year together with the dividend paid in January following the financial year end. For 2024 these dividends amounted to 5.35 pence per share (for 2023: 5.225 pence per share)

12. Taxation

The Fund is subject to UK corporation tax at a rate of 25% (2023: 19% for three months and 25% for nine months of the year). The Company adopted UK tax residency on 11 October 2011. Since that date the Company has been managed in such a way as to be able to meet the conditions for approval as an investment trust under Section 1158 of the Corporation Tax Act 2010. As an investment trust, all capital gains are exempt from UK corporation tax. On 7 December 2012, the Company received approval from HM Revenue & Customs to be treated as an investment trust in accordance with Section 1158 of the Corporation Tax Act 2010 and will seek to remain so approved.

The Fund incurred £1,343,801 (2023: £1,341,655) of withholding tax on foreign dividends during the year and this expense has been included in the Statement of Comprehensive Income.

13. Related party transactions

The directors are regarded as related parties and key management personnel. Total directors’ fees earned during the year amounted to £126,000 of which £Nil was due at year end (2023: £125,215 of which £Nil was due at the year end). Each non-executive director, other than Mr. Orrico, earned a fee of £29,000 in respect of the financial year (2023: £29,000), the Chairman earned a fee of £36,000 (2023: £36,000) and the Chairman of the Audit Committee £32,000 (2023: £32,000). Mr Orrico waived any right to charge a fee in 2024 and 2023.

The directors held an interest in shares and received dividends during the year. Their interest in shares and the dividends received during the year are disclosed within the Directors’ Remuneration Report.

The Investment Advisor and Investment Manager are also regarded as a related party due to common ownership. Total management fees paid during the year amounted to £937,865 (2023: £916,770), of which £254,113 (2023: £220,372) was outstanding at 31 December 2024.

The Investment Advisor and Investment Manager are also paid an additional fee for investor relations services. The fee for the year ended 31 December 2024 amounted to £173,211 (31 December 2023: £170,748), of which £48,653 (2023: £40,111) was outstanding at 31 December 2024.

The fees for the above are all arm’s length transactions.

14. Loan payable

The Fund has a credit facility agreement with RBC whereby RBC provides a credit facility, with a maximum principal amount of the lesser of CAD 75,000,000 and 25 per cent. of the total asset value of the Fund. The credit facility was amended on 3 April, 2024 to replace Banker’s Acceptances with CORRA (Canadian Overnight Repo Rate Average administered and published by the Bank of Canada) loans.

At 31 December 2024, the amount drawn down under the credit facility was CAD 52,000,000 (GBP equivalent at amortised cost of £28,884,872) (31 December 2023: CAD 37,000,000 (GBP equivalent at amortised cost of £21,831,966)). The loan value of CAD 52,000,000 was made up of three loans as follows:

Issue date	Maturity date	Loan amount
12 December 2024	13 January 2025	CAD10,000,000
16 December 2024	15 January 2025	CAD10,000,000
18 December 2024	18 February 2025	CAD32,000,000

As at 31 December 2024, the interest paid on the Banker’s Acceptance and Term CORRA loans totalled £1,458,822 (year ended 31 December 2023 [Banker’s Acceptance only]: £1,388,175) with £48,282 accrued at year end.

Interest on Prime Loans is Prime Rate minus 0.35 per cent. In the case of Term CORRA loans, the Term CORRA rate plus 0.60 per cent. per annum is payable.

15. Security agreement

In connection with entry into the credit facility agreement, the Fund has entered into a general security agreement with RBC, pursuant to which the Fund has granted RBC interests in respect of collateral, being all present and future personal property, including the securities portfolio, as security for the Fund’s obligations under the credit facility agreement.

16. Financial instruments

Fair values

The carrying amounts of the investments, accrued income, other receivables, cash and cash equivalents, loan payable and other payables approximate their fair values.

Management of capital

The Investment Manager manages the capital of the Fund in accordance with the Fund’s Investment Objectives and Policy.

The capital structure of the Fund consists of proceeds from the issue of preference shares, loans and reserve accounts. The Investment Manager manages and adjusts its capital in response to general economic conditions, the risk characteristics of the underlying assets and working capital requirements. Generally speaking, the Fund will reduce leverage when investments are likely to decrease in value and will increase leverage when investment appreciation is anticipated. In order to maintain or adjust its capital structure, the Fund may borrow or repay debt under its Credit Facility or undertake other activities deemed appropriate under the specific circumstances. The Fund and the Company do not have any externally imposed capital requirements. However, the Fund is subject to bank covenants in respect of leverage and complied with those covenants for the whole of both 2024 and 2023.

Investment and trading activities

It is intended that the Fund will continue throughout its life to be primarily invested in a Canadian and U.S. equities portfolio. In 2015, the percentage of the value of portfolio assets which may be invested in securities listed on a recognised stock exchange outside Canada was increased to up to 40 per cent. At year end, 4.36% of the portfolio was invested in securities outside of Canada.

The Fund’s investing activities expose it to various types of risk that are associated with the financial instruments and markets in which it invests. The most important types of financial risk to which the Fund is exposed are market price risk, interest rate risk and currency risk.

Credit risk

Credit risk is the risk that an issuer or counterparty may be unable or unwilling to meet a commitment that it has entered into with the Fund.

The Fund’s principal financial assets are bank balances and cash, other receivables and investments as set out in the Statement of Financial Position which represents the Fund’s maximum exposure to credit risk in relation to the financial assets. The credit risk on bank balances is limited because the counterparties are banks with high credit ratings of A, A- and BBB+ assigned by Standard and Poor’s rating agency. All transactions in listed securities are settled upon delivery using approved brokers.

The risk of default is considered minimal as delivery of securities sold is only made once the broker has received payment. Payment is made on a purchase once the securities have been received by the broker. The trade will fail if either party fails to meet its obligations. Where the Investment Manager makes an investment in debt or corporate securities, the credit rating of the issuer is taken into account to manage the Company’s exposure to risk of default. Investments in debt or corporate securities are across a variety of sectors and geographical markets, to avoid concentration of credit risk.

The Fund’s maximum exposure to credit risk is the carrying value of the assets on the Statement of Financial Position.

Market price risk

Market price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting similar financial instruments traded in the market. The Fund’s exposure to market price risk is comprised mainly of movements in the value of the Fund’s investments.

It is the business of the Investment Manager to manage the portfolio and borrowings to achieve the best returns. The directors manage the risk inherent in the portfolio by monitoring, on a formal basis, the Investment Manager’s compliance with the Company’s stated Investment Policy and reviewing investment performance.

Country risk

On 17 January 2012, the FRC released “Responding to the increased country and currency risk in financial reports”. This update from the FRC included guidance on responding to the increased country and currency risk as a result of funding pressures on certain European countries, the curtailment of capital spending programs (austerity measures) and regime changes in the Middle East.

The Fund invests primarily in Canadian and U.S. securities. The Investment Manager monitors the Company’s exposure to foreign currencies on a daily basis. The Board has reviewed the disclosures and believes that no additional disclosures are required because the Canadian and U.S. economies are stable.

Fair value measurements

IFRS 13 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under IFRS 13 are as follows:

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; or

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); or

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The level in the fair value hierarchy within which the fair value measurement is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability.

The determination of what constitutes ‘observable’ requires significant judgment by the Directors. The Directors consider observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

The following tables present the Fund’s financial instruments by level within the valuation hierarchy as of 31 December 2024 and 31 December 2023:

	Level 1	Level 2	Level 3	Total
31 December 2024	GBP	GBP	GBP	GBP
Financial assets
Securities (at fair value through profit or loss)	169,952,944	–	–	169,952,944

	Level 1	Level 2	Level 3	Total
31 December 2023	GBP	GBP	GBP	GBP
Financial assets
Securities (at fair value through profit or loss)	146,643,502	–	–	146,643,502

The Fund holds securities that are traded in active markets. Such financial instruments are classified as Level 1 of the IFRS 13 fair value hierarchy. There were no transfers between Level 1, 2 and 3 in the year.

Market Price sensitivity

At 31 December 2024, if the market prices of the securities had been 30% higher with all other variables held constant, the increase in net assets attributable to holders of redeemable participating preference shares for the year would have been £50,985,883 (2023: £43,993,051) higher, arising due to the increase in the fair value of financial assets at fair value through profit or loss.

At 31 December 2024, if the market prices of the securities had been 30% lower with all other variables held constant, the decrease in net assets attributable to holders of redeemable shares for the year would have been equal, but opposite, to the figures stated above.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Fund’s interest rate sensitive assets and liabilities mainly comprise cash and cash equivalents, debt securities and loan payable. The cash and cash equivalents are subject to floating rates and are considered to be part of the investment strategy of the Fund. No other hedging is undertaken in respect of this interest rate risk.

There were no fixed rate assets or liabilities at 31 December 2024 and 31 December 2023.

The following table details the Fund’s exposure to interest rate risk at 31 December 2024 and 31 December 2023:

	Floating rate assets
	Weighted		Weighted
	average interest	2024	average interest	2023
	at year end	GBP	at year end	GBP
Assets
Floating rate assets
Cash and cash equivalents	*	1,345,531	*	4,433,118
		1,345,531		4,433,118

* Interest on bank balances is not material to the financial statements and are based on prevailing bank base rates.

	Floating rate liabilities
	2024	2023
	GBP	GBP
Liabilities
Floating rate liabilities
Loan payable (See Note 14)	28,884,872	21,831,966
	28,884,872	27,831,966

The above analysis excludes short-term debtors and creditors as all material amounts are non-interest bearing.

Interest rate sensitivity analysis

At 31 December 2024, had interest rates been 50 basis points higher and all other variables were held constant, the Company’s net assets attributable to redeemable participating preference shares for the year would have decreased by £137,697 (31 December 2023: £86,994) due to an increase in interest payable on the loan and to a lesser extent an increase in interest earnings on cash and cash equivalents.

Liquidity risk

Liquidity risk is the risk that the Fund cannot meet its liabilities as they fall due. The Fund’s primary source of liquidity consists of cash and cash equivalents, securities at fair value through profit or loss and the credit facility.

The Fund’s investments are considered to be readily realisable, predominantly issued by Canadian and U.S. companies and REITs listed on a Canadian Stock Exchange and actively traded.

As at 31 December 2024, the Fund’s ability to manage liquidity risk was as follows:

	Less than		3 months to	More than
	1 month	1-3 months	1 year	1 year	Total
	GBP	GBP	GBP	GBP	GBP
Assets
Securities (at fair value through profit or loss)	169,952,944	–	–	–	169,952,944
Accrued dividend income	719,453	24,221	–	–	743,674
Cash and cash equivalents	1,345,531	–	–	–	1,345,531
	172,017,928	24,221	–	–	172,042,149
Liabilities
Other payables and accruals	(434,929)	–	–	–	(434,929)
Interest payable	(21,788)	(26,494)	–	–	(48,282)
Loan payable	(11,109,566)	(17,775,306)	–	–	(28,884,872)
	(11,566,283)	(17,801,800)	–	–	(29,368,083)
	160,451,645	(17,777,579)	–	–	142,674,066

As at 31 December 2023, the Fund’s ability to manage liquidity risk was as follows:

	Less than		3 months to	More than
	1 month	1-3 months	1 year	1 year	Total
	GBP	GBP	GBP	GBP	GBP
Assets
Securities (at fair value through profit or loss)	146,643,502	–	–	–	146,643,502
Other receivables	557,895	74,517	–	–	632,412
Cash and cash equivalents	4,433,118	–	–	–	4,433,118
	151,634,515	74,517	–	–	151,709,032
Liabilities
Other payables and accruals	(388,493)	–	–	–	(388,493)
Interest payable	(71,270)	–	–	–	(71,270)
Loan payable	(21,831,966)	–	–	–	(21,831,966)
	(22,291,729)	–	–	–	(22,291,729)
	129,342,786	74,517	–	–	129,417,303

Currency risk

The Fund is denominated in GBP, whereas the Fund’s principal investments are denominated in CAD and USD. Consequently, the Fund is exposed to currency risk. The Fund’s policy is therefore to actively monitor exposure to currency risk. The Board reserves the right to employ currency hedging but, other than in exceptional circumstances, does not intend to hedge. The Board considers that exposure was significant at the year end. The fund does not employ any derivative contracts to hedge against exposure to currency risk in line with the decision of the board of directors.

The Fund’s net exposure to CAD currency at the year end was as follows:

	2024	2023
	GBP	GBP
Assets
Securities (at fair value through profit or loss)	169,952,944	146,643,502
Cash and cash equivalents	757,724	4,193,885
Accrued income	743,674	632,412
	171,454,342	151,469,799

	2024	2023
	GBP	GBP
Liabilities
Loan payable	28,884,872	21,831,966
Interest payable	48,282	71,270
General expenses	–	–
	28,933,154	21,903,236

The Fund’s net exposure to USD currency at the year end was as follows:

	2024	2023
	GBP	GBP
Assets
Securities (at fair value through profit or loss)	–	–
Cash and cash equivalents	101,771	82,692
	101,771	82,692

Sensitivity analysis

At 31 December 2024, had GBP strengthened against the CAD by 5%, with all other variables held constant, the decrease in net assets attributable to shareholders would amount to approximately £7,126,059 (31 December 2023: £6,478,328). Had GBP weakened against the CAD by 5%, this would amount to an increase in net assets attributable to shareholders of approximately £7,126,059 (31 December 2023: £6,478,328).

At 31 December 2024, had GBP strengthened against the USD by 5%, with all other variables held constant, the decrease in net assets attributable to shareholders would amount to approximately £5,088 (31 December 2023: £4,135). Had GBP weakened against the USD by 5%, this would amount to an increase in net assets attributable to shareholders of approximately £5,088 (31 December 2023: £4,135).

17. Cash Flow statement reconciliation of financing activities

			Non-cash changes
				Foreign
	1 January			exchange	Fair value	31 December
	2024	Cash flows	Acquisition	movements	changes	2024
	GBP	GBP	GBP	GBP	GBP	GBP
Financial liabilities held at amortized cost	21,831,966	8,744,249	–	(1,691,343)	–	28,884,872
Total	21,831,966	8,744,249	–	(1,691,343)	–	28,884,872

			Non-cash changes
				Foreign
	1 January			exchange	Fair value	31 December
	2023	Cash flows	Acquisition	movements	changes	2023
	GBP	GBP	GBP	GBP	GBP	GBP
Financial liabilities held at amortized cost	27,877,663	(5,205,252)	–	(840,445)	–	21,831,966
Total	27,877,663	(5,205,252)	–	(840,444)	–	21,831,966

18. Post year end events

On 2 January 2025, the Company declared a quarterly dividend of 1.375 pence per share. The ex-dividend date was 9 January 2025 and the record date was 10 January 2025. On 31 January 2025, the dividend of £1,463,650 was paid.

No redeemable preference shares were purchased by the Company subsequent to year end.

The loan of CAD 10,000,000 maturing on 13 January 2025, was renewed with a current maturity date of 14 April 2025.

The loan of CAD 10,000,000 maturing on 15 January 2025, was renewed with a current maturity date of 14 April 2025.

The loan of CAD 32,000,000 maturing on 18 February 2025, was renewed with a maturity date of 18 March 2025. On 18 March 2025, CAD 2,000,000 was paid down, and CAD 30,000,000 was renewed with a maturity date of 17 April 2025.

These loans are expected to be renewed for another 30-60 days upon their respective maturities.

Since the Company’s year end, on 10 February 2025 the Company, together with three other UK-listed closed-end funds, received a requisition notice from Saba, marking the second phase of Saba’s recent activist campaign in the UK-listed closed-end fund sector. The first phase commenced on 18 December 2024 with Saba requisitioning general meetings at seven UK-listed closed-end funds, proposing resolutions (each of which later failed) to remove the current independent directors of those seven funds and replace them with Saba’s own appointees, with a view to also terminating the management contracts and, in due course, replacing the investment managers with Saba. The requisition notice received by the Fund on 10 February 2025 was for the approval by shareholders of the taking of all necessary steps to implement a scheme or process by which shareholders would become (or have the option to become) shareholders of a UK-listed open-ended investment company (or similar open-ended investment vehicle) implementing a substantially similar strategy to the Company. Such scheme or process could entail shareholders rolling into an existing or newly established UK-listed open-ended investment company (or similar open-ended investment vehicle), in either case managed by the Company’s existing investment manager or one of its affiliates. Following consultation with a number of the Company’s largest shareholders including Saba, and following constructive discussions with Saba, on 21 February 2025 the Company announced that Saba had agreed to withdraw its requisition notice for a period of 60 days to enable the Company and its advisers to formulate proposals that are in the best interests of all shareholders. At the current time, the Board is in the process of considering a number of strategic options in the best interests of shareholders as a whole. A further announcement regarding future proposals which the Fund may put to shareholders will be made in due course.

19. Controlling party

In the directors’ opinion there is no ultimate controlling party.

20. Contingent Liabilities

At 31 December 2024 there were no contingent liabilities, guarantees or financial commitments (2023: £nil)

21. Going Concern and Material Uncertainty

22. Schedule of Investments – Securities (at fair value through profit or loss)

As at 31 December 2024

			Bid-Market
		Book Cost	Value	% of	% of
Description	Shares/Units	GBP	GBP	Net Assets	Portfolio
Equities
Bermuda – Quoted Investments 4.36%
(2023: 0%)
Utilities:
Brookfield Infrastructure
Partners L.P.	180,000	4,337,056	4,523,371	3.17%	2.66%
Brookfield Renewable Partners L.P.	160,000	3,079,282	2,890,265	2.03%	1.70%
		7,416,338	7,413,636	5.20%	4.36%
Canada – Quoted Investments 95.64%
(2023: 100%)
Materials:
Nutrien Ltd.	135,000	5,334,935	4,814,331	3.37%	2.83%
Energy:
ARC Resources Ltd.	160,000	2,043,557	2,311,679	1.62%	1.36%
Canadian Natural Resources Ltd.	265,000	3,505,545	6,521,038	4.57%	3.84%
Cenovus Energy Inc.	140,000	1,724,436	1,694,542	1.19%	1.00%
Paramount Resources Ltd.	160,000	2,419,480	2,812,942	1.97%	1.66%
Parkland Corporation	120,000	2,301,990	2,164,366	1.52%	1.27%
Peyto Exploration & Development Corp.	365,000	2,684,145	3,467,018	2.43%	2.04%
Suncor Energy Inc.	100,000	2,432,647	2,844,049	1.99%	1.67%
Topaz Energy Corp.	315,000	2,923,886	4,852,075	3.40%	2.85%
Tourmaline Oil Corp.	220,000	8,765,732	8,103,429	5.68%	4.77%
Whitecap Resources Inc.	575,000	3,149,422	3,251,492	2.28%	1.91%
		31,950,840	38,022,630	26.65%	22.37%
Financials:
AGF Management Limited Class B	975,000	4,654,905	5,762,532	4.04%	3.39%
Bank of Montreal	85,000	5,280,172	6,576,197	4.61%	3.87%
Canadian Imperial Bank of Commerce	115,000	3,533,767	5,794,555	4.06%	3.41%
Manulife Financial Corporation	235,000	3,183,396	5,759,310	4.04%	3.39%
National Bank of Canada	45,000	2,113,561	3,269,295	2.29%	1.92%
Power Corporation of Canada	155,000	3,483,393	3,852,936	2.70%	2.27%
Royal Bank of Canada	65,000	4,915,407	6,256,102	4.38%	3.68%
The Bank of Nova Scotia	105,000	4,189,715	4,499,791	3.15%	2.65%
The Toronto-Dominion Bank	108,000	4,803,184	4,591,162	3.22%	2.70%
		36,157,500	46,361,880	32.49%	27.28%
Pipelines:
Enbridge Inc.	235,000	6,421,061	7,956,255	5.58%	4.68%
Gibson Energy Inc.	385,000	5,489,785	5,220,302	3.66%	3.07%
Keyera Corp.	150,000	1,980,830	3,648,659	2.56%	2.15%
Pembina Pipeline Corporation	180,000	3,827,050	5,310,262	3.72%	3.12%
South Bow Corporation	35,000	516,704	658,492	0.46%	0.39%
TC Energy Corporation	160,000	4,921,769	5,941,396	4.16%	3.50%
		23,157,199	28,735,366	20.14%	16.91%
Power and Utilities:
Alta gas Ltd.	200,000	2,877,589	3,711,706	2.60%	2.18%
Capital Power Corporation	140,000	2,463,033	4,943,646	3.46%	2.91%
		5,340,622	8,655,352	6.06%	5.09%
Real Estate:
Allied Properties Real Estate Investment Trust	165,000	1,741,388	1,567,282	1.10%	0.92%
Chartwell Retirement Residences	525,000	3,300,753	4,388,973	3.08%	2.58%
Choice Properties Real Estate Investment Trust	510,000	3,933,239	3,767,809	2.64%	2.22%
Dream Industrial Real Estate Investment Trust	480,000	3,416,733	3,143,563	2.20%	1.85%
First Capital Real Estate Investment Trust	400,000	4,133,660	3,755,033	2.63%	2.21%
Granite Real Estate Investment Trust	50,000	1,901,782	1,915,011	1.34%	1.13%
Nexus Industrial Real Estate Investment Trust	510,000	2,422,787	2,175,697	1.52%	1.28%
RioCan Real Estate Investment Trust	390,000	3,566,552	3,947,118	2.77%	2.32%
Sienna Senior Living Inc.	360,000	3,065,893	3,119,566	2.19%	1.84%
SmartCentres Real Estate Investment Trust	275,000	3,609,356	3,730,315	2.61%	2.19%
		31,092,143	31,510,367	22.08%	18.54%
Telecommunications:
BCE Inc.	240,000	8,116,899	4,439,382	3.11%	2.62%
Total Equities		148,566,476	169,952,944	119.10%	100.00%
Total investments (2024)		148,566,473	169,952,944	119.10%	100.00%
Total investments (2023)		132,440,939	146,643,502	113.28%	100.00%

Independent Auditors’ Report

To the Shareholders of Middlefield Canadian Income PCC (The “Company”)

Opinion

We have audited the financial statements of Middlefield Canadian Income PCC (the “Company”), which comprise the Statement of Financial Position as at 31 December 2024, and notes 1 to 4 to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted International Financial Reporting Standards (‘IFRS’).

In our opinion the financial statements:

give a true and fair view of the state of affairs of the Company as at 31 December 2024 and of its results for the year then ended;

have been properly prepared in accordance with UK-adopted IFRS; and

have been prepared in accordance with the Companies (Jersey) Law 1991.

Separate opinion in relation to IFRS as adopted by the European Union

As explained in note 1, in addition to complying with the Listing Rules obligation to apply UK-adopted IFRS, the Fund has also applied IFRS as adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of this report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Jersey, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty relating to going concern

We draw attention to note 2n to the financial statements of the Fund which indicates that the Company’s ability to continue as a going concern is dependent on the outcome of the directors review of a number of strategic options for the future of the Fund and Company as described in note 2n. As stated in note 2n these events presented by the directors indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not qualified in respect of this matter.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our evaluation of the directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting, included:

Considering the appropriateness of the directors’ conclusion in relation to the matters described in 2n and discussing this with the board;

Review of the directors’ statement in note 2n and their identification of any material uncertainties to the Company’s ability to continue over a period of at least twelve months from the date of approval of the financial statements;

Consideration as part of our risk assessment of the nature of the Company, its business model and related risks including where relevant the requirements of the applicable financial reporting framework and the system of internal control; and

Evaluation of the directors’ assessment of the Company’s ability to continue as a going concern, including challenging the underlying data and key assumptions used to make the assessment, and evaluation of the directors’ plans for future actions in relation to their going concern assessment.

Other than the above, based on the work we have performed, we have not identified any material uncertainties, other than as disclosed in note 2n to the financial statements of the Fund, relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from the date of approval of the financial statements.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusions thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements of this other information, we are required to report that fact.

Independent Auditors’ Report continued

Other information (continued)

We have nothing to report in this regard.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion;

adequate accounting records have not been kept; or

the financial statements are not in agreement with the accounting records and returns; or

proper returns adequate for our audit have not been received from branches not visited by us; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors’ Responsibilities set out on page 40, the directors are responsible for the preparation of the financial statements in accordance with UK-adopted IFRS and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Independent Auditors’ Report continued

To the Shareholders of Middlefield Canadian Income PCC (The “Company”)

The extent to which the audit was considered capable of detecting irregularities, including fraud

However, it is the primary responsibility of the directors to ensure that the entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

We obtained an understanding of the legal and regulatory frameworks that the entity operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. This included compliance with Companies (Jersey) Law 1991.

Our testing included:

enquiries of the directors regarding known or suspect instances of non-compliance with laws and regulations;

enquiries of the directors regarding known or suspect instances of irregularities, including fraud;

undertaking analytical procedures to identify unusual or unexpected relationships;

review of minutes of meetings throughout the year;

testing the appropriateness of journal entries and other adjustments; and

agreement of the financial statement disclosures to underlying supporting documentation.

Use of our report

This report is made solely to the Company’s shareholders as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991. Our audit work has been undertaken so that we might state to the Company’s shareholders those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

Philip Crosby

For & on behalf of

RSM Channel Islands (Audit) Limited

Chartered Accountants and Recognised Auditors

Jersey, C.I.

Date 24 March 2025

Statement of Financial Position of the Company

As at 31 December 2024

		2024	2023
	Notes	GBP	GBP
Current assets
Other receivables		2	2
Net assets		2	2
Equity attributable to equity holders
Stated capital	2	2	2
Total Shareholders’ equity		2	2

The financial statements and notes on pages 84 to 85 were approved by the directors on 24 March 2025 and signed on behalf of the Board by:

Michael Phair Andrew Zychowski

Director Director

Notes to the Financial Statements of the Company

For the year ended 31 December 2024

1. Basis of accounting

The separate financial statements of the Company have been prepared showing results of the Company only. They have been prepared in accordance with UK-adopted IFRS in accordance with the accounting policies set out in Note 2 to the financial statements of the Fund.

A separate Statement of Comprehensive Income, Statement of Changes in Equity and Cash Flow Statement have not been prepared as there have been no results or cash flows for the Company for this year or the preceding year.

There are no standards and interpretations in issue but not effective that the directors believe would or might have a material impact on the financial statements of the Company.

Judgements and estimates used by the directors

The preparation of financial statements in compliance with IFRS requires the directors to make judgements, estimates and assumptions that affect the application of policies and reported amount of assets and liabilities, income and expenses. The estimates and associated liabilities are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent. For the purposes of these financial statements, there were no specific areas in which judgement was exercised and no estimation was required by the directors.

2. The Company’s stated capital

The authorised share capital of the Company is split into two management shares of no par value.

	No. of shares	GBP
Management shares issued
At 31 December 2024 and 2023	2	2

3. Taxation

The Company adopted UK tax residency on 11 October 2011. Since that date, the Company has been managed in such a way as to be able to meet the conditions for approval as an investment trust under Section 1158 of the Corporation Tax Act 2010. Accordingly, no UK tax has been provided for. On 7 December 2012, the Company received approval from HM Revenue & Customs to be treated as an investment trust in accordance with Section 1158 of the Corporation Tax Act 2010 and will seek to remain so approved.

4. Ultimate holding company

The ultimate holding company is Middlefield Limited.

Definitions

AGM Annual General Meeting

AIC The Association of Investment Companies

AIC Code The AIC Code of Corporate Governance published in February, 2019

AIF Alternative investment fund

AIFM Alternative investment fund manager

AIFMD Alternative Investment Fund Managers Directive

Annual Financial Report Annual report and financial statements

Auditor RSM Channel Islands (Audit) Limited

Benchmark The S&P TSX Composite High Dividend Index

CAD Canadian Dollar

Cell or Fund Middlefield Canadian Income – GBP PC

Cell AGM An annual general meeting of the holders of Fund Shares

Company or MCT Middlefield Canadian Income PCC

CORRA Canadian Overnight Repo Rate Average administered and published by the Bank of Canada

Credit Facility The on-demand credit facility with RBC

ESG Environmental, Social and Governance

EU European Union

FCA Financial Conduct Authority

FRC Financial Reporting Council

Fund Shares The redeemable participating preference shares of no par value in the Fund

GBP Great British Pounds or Sterling

IFRSIC International Financial Reporting Standards Interpretations Committee

IFRS International Financial Reporting Standards

JFSC Jersey Financial Services Commission

Listing Rules The listing rules made by the FCA under Part VI of the Financial Services and Market Authority

NAV Net Asset Value of the Company in GBP

Prime Loan Loans to which the Prime Rate can be applied

Prime Rate Annual interest rate set by Canada’s major banks and financial institutions

RBC Royal Bank of Canada

REIT Real estate investment trust

SID Senior Independent Director

SORP Statement of recommended practice

Term CORRA loan The amount drawn under the Credit Facility

UK Code The 2019 UK Corporate Governance Code published by the FRC in July 2018

USMCA Free trade agreement between the United States, Mexico and Canada

2 LR.11.2.6: No more than 10% of the Company’s total assets may be invested in other listed closed-ended investment companies unless such investment companies themselves have published investment policies to invest no more than 15% of their total assets in other closed-ended investment companies, in which case the limit is 15%.

Alternative Performance Measures

An APM is a measure of performance or financial position that is not defined in applicable accounting standards and cannot be directly derived from the financial statements. The Company’s APMs are set out below and are cross-referenced where relevant to the financial inputs used to derive them as contained in other sections of the Annual Report.

Benchmark

The Company’s Benchmark index, used for performance comparative purposes, is the S&P/TSX Composite High Dividend Index. Prior to 31 October 2024, the Benchmark was calculated gross of withholding tax. Beginning 31 October 2024, the Benchmark is calculated net of a 15% withholding tax in sterling terms with dividends reinvested.

Discount or Premium

Investment trust shares can frequently trade at a discount to NAV. This occurs when the share price (based on the mid-market share price) is less than the NAV and investors may therefore buy shares at less than the value attributable to them by reference to the underlying assets. The discount is the difference between the share price and the NAV, expressed as a percentage of the NAV.

Net Asset Value (NAV) per Redeemable Participating Preference Share

This is the value of the Company’s assets attributable to one redeemable participating preference share. It is calculated by dividing ‘equity shareholders’ funds’ by the total number of redeemable participating preference shares in issue (excluding treasury shares).

Gearing/(Net Cash)

Investment companies can borrow to purchase additional investments. This is called ‘gearing’. It allows investment companies to take advantage of a long-term view on a sector or to take advantage of a favourable situation or a particularly attractive stock without having to sell existing investments. Gearing works by magnifying a company’s performance. If a company ‘gears up’ and then markets rise and returns on the investments outstrip the costs of borrowing, the overall returns to investors will be even greater. But if markets fall and the performance of the assets in the portfolio is poor, then losses suffered by the investor will also be magnified. The Company may achieve gearing through borrowings or the effect of gearing through an appropriate balance of equity capital and borrowings.

Ongoing Charges

Ongoing charges are those expenses of a type which are likely to recur in the foreseeable future, whether charged to capital or revenue, and which relate to the operation of the investment company as a collective fund. Ongoing charges are based on costs incurred in the year as being the best estimate of future costs and include the annual management charge.

Yield

The yield is the amount of cash (in percentage terms) that is returned to the owners of the security, in the form of interest or dividends received from it. Normally, it does not include price variations, distinguishing it from performance (with dividends reinvested).

LONDON, ENGLAND

Middlefield International Limited

288 Bishopsgate

London, England

EC2M 4QP

Telephone +44 (0) 20 7814 6644

Fax +44 (0) 20 7814 66 11

TORONTO, CANADA

Middlefield Group

Suite 3100

8 Spadina Ave

Toronto, Ontario

Canada M5V 0S8

Telephone 001 (416) 362-0714

www.middlefield.co.uk

The MIL Network –

March 25, 2025

MIL-Evening Report: A budget splash to conserve 30% of Australia’s lands will save species – if we choose the right 30%

Source: The Conversation (Au and NZ) – By James Watson, Professor in Conservation Science, School of the Environment, The University of Queensland

Hans Wismeijer/Shutterstock

In 2022, Australia and many other nations agreed to protect 30% of their lands and waters by 2030 to arrest the rapid decline in biodiversity.

Since then, the Albanese government has protected large new areas of ocean, taking the total up to 52% of territorial waters. In tonight’s federal budget, the government is expected to announce A$250 million in funding to protect an additional 30 million hectares of land over the next five years. At present, Australia protects 22% of its lands through its National Reserve System. This would take the total to 30%.

You might expect conservationists to be ecstatic. But we’re not. Large new areas of desert and arid areas are likely to be protected under this scheme, because these areas have minimal population and are not sought after by farming. But these ecosystems are already well protected.

We have to come back to the point of the 30 by 30 agreement: protect biodiversity. That means the government has to protect representative samples of all ecosystems – including in areas sought for farming or other human uses.

This cropped map shows Australia’s protected lands and waters as of 2022. Subantarctic islands are not included.
Australian Department of Climate Change, Energy, the Environment and Water, CC BY

Buying land is only a fraction of the task

For years, Australia’s National Reserve System of national parks, state parks and Indigenous Protected Areas has languished. The last big infusion of funding and political interest came between 2007 and 2010 under a previous Labor government, when Peter Garrett was environment minister. Then, the government expanded the reserve system, grew Indigenous Protected Areas and ensured new reserves would preserve a representative sample of Australia’s ecosystems.

Since then, conservation efforts have largely not been up to scratch. Funding has stagnated. National parks are riddled with invasive species and other environmental problems.

On funding grounds alone, the $250m announced by Environment Minister Tanya Plibersek is welcome. It is, however, just a fraction of what’s needed to properly protect the right areas.

In 2023, environmental organisations called for a $5 billion fund to buy and protect important habitat – and to pay for maintenance.

The purchase of land represents perhaps 10% of the overall cost of conservation. If you buy land and do nothing, it can be overrun by invasive species. Australia’s ever-larger number of threatened species are often threatened because of these species, as well as the growing threat of land clearing in Queensland and the Northern Territory. Fire management is another cost.

Feral pigs and other invasive species place pressure on many ecosystems.
Russ Jenkins/Shutterstock

Which lands actually need protection?

As successive governments have backed away from conservation, non-government organisations such as the Australian Land Conservation Alliance, Bush Heritage Australia and Australian Wildlife Conservancy have stepped up. These organisations are doing fine work in protecting land and doing the necessary on-ground land management to safeguard threatened species and ecosystems, but they do not have access to resources at a government scale.

So how will this government funding be used? It’s likely we will see further growth in Indigenous Protected Areas – areas managed by Traditional Owners alongside authorities to protect biodiversity.

These areas are often located where low rainfall often means they are not viable for farming. This means there’s less conflict over what to do with the land. If our government is determined to meet the 30% target as quickly and cheaply as possible, we may well see more arid lands and desert protected.

When you set a target of 30% protected land by 2030, governments often see the top-line figure and aim for that alone. But the text of the international agreement stresses the need to prioritise “areas of particular importance for biodiversity”.

Governments have a choice: the easy, less effective way or the hard but effective way. The recent growth in marine protected areas suggests the government is taking the easy path. Even though the science is clear that marine parks bolster fish stocks in and outside the park, they are still controversial among fishers who believe they are being locked out.

As a result, Australia’s marine park system has made greatest gains where there are very few humans who might protest, such as quadrupling the protected areas around the very remote Heard and McDonald Islands in the sub-Antarctic region. (The government has expanded marine parks at a smaller scale closer to population centres too.)

This same story may well play out on land.

What would it look like if our government was willing to do what was necessary? It would involve actively seeking out the ecological communities in clear decline, such as native grasslands, brigalow woodlands and swamps, and buying up remaining habitat.

The oceans off Heard and McDonald Islands are now better protected – but was this the easy option? Pictured: Heard Island from satellite.
zelvan/Shutterstock

Saving here, clearing there

On the one hand, 22% of Australia’s land and 52% of seas come under some form of protection. But on the other, over the last two decades an area the size of Tasmania has been cleared – largely for livestock farming and mining. Satellite analyses show land clearing is actually increasing in many parts of the country.

Land clearing places further pressure on threatened species. In fact, most species considered threatened with extinction are largely in this situation because the land they live on has attributes prized by farmers or graziers, such as grass and water.

Australia’s environment faces real challenges in the next few years. Intensified land clearing, worsening climate change and whiplash drought-flood cycles, to say nothing of ballooning feral populations.

If we protect the right 30% of Australia, we have a chance to ensure most of our ecosystems have areas protected. But if we protect the wrong 30% and leave the rest open to bulldozers, we will only lock in more extinctions.

James Watson has received funding from the Australian Research Council, National Environmental Science Program, South Australia’s Department of Environment and Water, Queensland’s Department of Environment, Science and Innovation as well as from Bush Heritage Australia, Queensland Conservation Council, Australian Conservation Foundation, The Wilderness Society and Birdlife Australia. He serves on the scientific committee of BirdLife Australia and has a long-term scientific relationship with Bush Heritage Australia and Wildlife Conservation Society. He serves on the Queensland government’s Land Restoration Fund’s Investment Panel as the Deputy Chair.

– ref. A budget splash to conserve 30% of Australia’s lands will save species – if we choose the right 30% – https://theconversation.com/a-budget-splash-to-conserve-30-of-australias-lands-will-save-species-if-we-choose-the-right-30-252918

MIL OSI Analysis – EveningReport.nz –

March 25, 2025
MIL-OSI USA: 03.24.2025 Sen. Cruz Applauds Court’s Decision to Restore Texas LNG Projects

US Senate News:

Source: United States Senator for Texas Ted Cruz

WASHINGTON, D.C. – U.S. Sen. Ted Cruz (R-Texas), a member of the Senate Judiciary Committee and the Chairman of the Subcommittee on Federal Courts, issued a statement after the U.S. Court of Appeals for the D.C. Circuit reinstated approvals for LNG projects for Rio Grande LNG and Texas LNG Brownsville. The D.C. Circuit had previously vacated the permits for both projects in an August 2024 decision.
Sen. Cruz said, “The D.C. Circuit was right to reexamine its previous decision and restore these permits, which had already been issued and should never have been vacated. The previous decision jeopardized 7,000 high-paying jobs and $24 billion in investment in the Rio Grande Valley, set a dangerous precedent for energy infrastructure development and investment nationwide, and needed to be revisited. I was proud to lead the fight against that terrible decision that hurt Texas jobs, and am deeply gratified that it has now been reversed. I will remain steadfast in championing Texas jobs and Texas energy.”
BACKGROUND
In November, Sen. Cruz led a bicameral and bipartisan amicus brief following regarding the U.S. Court of Appeals for the D.C. Circuit’s decision to vacate the authorizations for the Rio Grande LNG and Texas LNG Brownsville projects. Sen. Cruz’s amicus brief is available here and here. Sen. Cruz also sent a letter urging the Federal Energy Regulatory Commission (FERC) to appeal the decision.
Sen. Cruz introduced the Protect LNG Act, which would ensure that a court cannot vacate a previously authorized LNG permit, clarify the venue for LNG lawsuits before federal courts, and mandate that courts grant expedited decisions in these cases, and was joined by Sen. John Cornyn (R-Texas) in introducing the bill.

MIL OSI USA News –

March 25, 2025
MIL-OSI Australia: Interview with Sabra Lane, AM, ABC Radio

Source: Australian Parliamentary Secretary to the Minister for Industry

Sabra Lane:

The federal Treasurer joins us now, Jim Chalmers, welcome.

Jim Chalmers:

Thanks very much, Sabra.

Lane:

Are there any surprises left tonight?

Chalmers:

Oh, you’ll see how it all comes together tonight and that’s really what the Budget will do, it will bring together the progress that we’ve made together as Australians with the plan for the future from here. It will be a responsible budget, it will help with the cost of living, strengthen Medicare and build Australia’s future.

Lane:

The government is continuing to hand out energy rebates to ease the cost‑of‑living pressures. How likely is it that a payment like that will become a permanent feature of future budgets to protect households from the ongoing cost of the transition to low‑emissions power?

Chalmers:

First of all, I think as Evelyn said in the package that you just ran, cost of living is front of mind for most Australians and it’s absolutely front and centre in the Budget and the energy bill rebates are an important part of that.

We have to make sure that everything we’re doing with the cost of living is responsible. We’ve extended those energy rebates for another 6 months, not because we see them as a permanent feature in the Budget, but because we know that people are still under pressure.

We’ve made a lot of progress together as Australians in our economy, the economy is turning a corner, but we know we’ve got more work to do because people are still under the pump and there’s all of this global economic uncertainty. So whether it’s the energy bill rebates or the other cost‑of‑living relief in the Budget, to strengthen Medicare and make medicines cheaper, we’re doing it in the most responsible way that we can and that 6‑month extension reflects that.

Lane:

Okay. So not a permanent feature if you’re re‑elected, there may not be further support in 2026?

Chalmers:

What we’ve said really at every budget is from budget to budget we do what we can to help with the cost of living subject to those budget constraints and subject to that responsible economic management which has helped engineer a pretty stunning turnaround in the budget and got that Liberal debt down so that we’re avoiding all those interest costs. So we’ve made good progress in the budget. From budget to budget, we review the cost‑of‑living policies to make sure that we’re doing what we meaningfully can to help people in the most responsible way.

Lane:

Collectively, all that help that you’ve given for cost‑of‑living relief tallies now to I think $6.8 billion. Would that money have been better spent putting solar panels and heat pumps on the homes of vulnerable Australians that would have delivered ongoing relief from power bills.

Chalmers:

Well, first of all, there are investments in the Budget to help people with cleaner and cheaper energy. We’ve been investing enthusiastically in renewables throughout the life of this government and we’ll continue to do that, that’s very clear.

Secondly, some of the announcements that we’ve made over the course of recent weeks and months were already provisioned for in the Budget, including those energy rebates on Sunday.

And thirdly, what we’re trying to do here is to strike the right balance – cost‑of‑living help right now but also building Australia’s future and we see cleaner and cheaper energy as absolutely central to the future economy that we’re building.

Lane:

Australia will need more gas in the transition to a low carbon emissions future. Where will that come from?

Chalmers:

We’ve made it clear that even as we go for cleaner and cheaper sources of energy that to build the future economy and create jobs and opportunities we know that there is a role for gas, whether it’s in firming or manufacturing or in other ways and so we are working very hard to ensure that there’s the necessary gas supply to make sure that we can get this energy transformation right and I’m confident that we will.

Lane:

My colleague Jacob Greber reports that the Coalition’s on the cusp of announcing a Gas Reservation Policy. The government has also apparently been considering such an idea. Are you tempted to do that now?

Chalmers:

Well, we’ve made it very clear with our Future Gas Strategy that we’re striking the right balance here and making sure that there’s enough gas at the same time as we invest in cleaner and cheaper sources of energy into the future. So we’ve got our own policies and plans, and my colleague, Madeleine King, is doing a great job working –

Lane:

So no future plans for a reservation policy?

Chalmers:

Well, obviously we keep under constant review the different elements of the gas industry to make sure that it’s supplying the gas that Australians need at the same time as we invest in energy more broadly. So my colleague, Madeleine King’s doing a great job on that.

Lane:

Sure. But you’re not ruling it out.

Chalmers:

Well, we’ve got a Future Gas Strategy already and we work through as that evolves and as we get extra information from the ACCC and elsewhere, we make sure that our policies and plans keep up with the way that the sector and the market’s evolving and that’s what Madeleine’s doing.

Lane:

It’s Liberation Day on April 2, next week, that’s what the Trump administration is calling it. Have you tucked away extra money in the Budget to possibly help Australian companies that might be harmed with reciprocal tariffs that might come and the job that might go as a consequence?

Chalmers:

Well, really one of the major themes of the Budget is making our economy more resilient in the face of all of this global economic uncertainty. We have expressed on multiple occasions, and I will again today, our concern about these escalating trade tensions. We’re a very trade‑exposed country. We’re not uniquely impacted by these tariffs out of Washington DC, but we’ve got a lot of skin in the game.

And so what the Budget will be about in addition to helping with the cost of living and strengthening Medicare, it will also be about making us more resilient to these external shocks. There will be a little bit of funding to promote ‘Buy Australian’ in Australia but also more broadly the billions of dollars that we’re investing in things like green metals making sure that we are reliable parts of global supply chains as they change in response to these US tariffs. That’s a big defining feature of the Budget.

Lane:

And a contingency, just in case?

Chalmers:

Our contingency is to make our economy more resilient. When we talk about building Australia’s future, what we’re really talking about is making our economy more competitive and dynamic and productive but also more resilient. Now this is a new world of uncertainty, and the Budget will be a platform for prosperity in that new global context. A lot of the investments that we’re making in our Future Made in Australia are all about that.

Lane:

And as you point out, we’ve seen a lot of uncertainty. Many people are very worried about the future, their kids, technology, what we’re seeing in world affairs as well as the pace of that change. Being boring might actually have some strong voter appeal.

Chalmers:

Well, we’ll see, we’ll see. I think what we’re trying to do here is to make the right economic decisions for the right reasons and I say to people who are worried about these global developments, the Australian economy has genuinely turned a corner. We’ve got inflation down and wages up, unemployment’s low, we’ve got the debt down, interest rates have started coming down, and growth is rebounding solidly in our economy as well.

And so we’re doing better than most countries in this new world of uncertainty and the Budget is about building on that momentum in the interests of middle Australia.

Lane:

Jim Chalmers, thanks for joining AM this morning.

Chalmers:

Thanks so much, Sabra.

MIL OSI News –

March 25, 2025
MIL-OSI: Prairie Operating Co. Announces Pricing of Common Stock Offering

Source: GlobeNewswire (MIL-OSI)

HOUSTON, March 24, 2025 (GLOBE NEWSWIRE) — Prairie Operating Co. (“Prairie,” the “Company,” “we,” or “our”) (Nasdaq: PROP) announced today the pricing of an underwritten public offering of $38.5 million (the “Common Stock Offering”) of shares of its common stock, par value $0.01 (“Common Stock”) at a price to the public of $4.50 per share. The underwriters have a 30-day option to purchase up to an aggregate value of $5.8 million of additional shares of Common Stock.

Net proceeds to Prairie from the sale of the $38.5 million of shares of its common stock, after the underwriting discount and commissions and estimated offering expenses, will be approximately $35.4 million (or $40.8 million, if the underwriters exercise their option in full).

The Company intends to use the net proceeds from the Common Stock Offering, together with the net proceeds from its previously announced concurrent registered offering of 150,000 shares of new Series F Convertible Preferred Stock and certain warrants (the “Concurrent Preferred Stock Offering”), to fund a portion of the purchase price for the Company’s proposed acquisition of certain oil and gas assets from Bayswater Exploration and Production and certain of its affiliates (the “Bayswater Acquisition”). The Company intends to use any remaining net proceeds from the Common Stock Offering and the Concurrent Preferred Stock Offering, including any net proceeds from the underwriters’ exercise of their option to purchase additional shares, for other general corporate purposes, which may include advancing the Company’s development and drilling program, repayment of existing indebtedness or financing other potential acquisition opportunities.

The Common Stock Offering is expected to close on March 26, 2025, subject to customary closing conditions.

Citigroup is acting as lead book-running manager for the Common Stock Offering. KeyBanc Capital Markets Inc., Truist Securities, Inc., MUFG Securities Americas Inc., and Piper Sandler & Co. are also acting as joint book-running managers. Roth Capital Partners, Clear Street LLC, Johnson Rice & Company L.L.C., and Pickering Energy Partners are acting as co-managers.

The Common Stock Offering is being made pursuant to a shelf registration statement on Form S-3, including a base prospectus, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on December 20, 2024. The preliminary prospectus supplement, and accompanying base prospectus, relating to the offering, and a final prospectus supplement, when available, will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement, and accompanying base prospectus, relating to the Common Stock Offering, and the final prospectus supplement, when available, may be obtained by sending a request to: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone: 1-800-831-9146; KeyBanc Capital Markets Inc., Attn: Equity Syndicate, 127 Public Square, 7th Floor, Cleveland, OH 44114, telephone: 1-800-859-1783; Truist Securities, Inc., Attention: Prospectus Department, 3333 Peachtree Road NE, 9th floor, Atlanta, Georgia 30326, by telephone at (800) 685-4786, or by email at TruistSecurities.prospectus@Truist.com; MUFG Securities Americas Inc., Attention: Equity Capital Markets, 1221 Avenue of the Americas, 6th Floor, New York, New York 10020, telephone: 212-405-7440, email: ECM@us.sc.mufg.jp; Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, Minnesota 55402, by telephone at (800) 747-3924, or by email at prospectus@psc.com; or by accessing the SEC’s website at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the shares of Common Stock or any other securities, nor shall there be any sale of such shares of Common Stock or any other securities, in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Prairie

Houston-based Prairie Operating Co. is an independent oil and gas company focused on the acquisition and development of crude oil, natural gas and natural gas liquids. The Company’s assets and operations are concentrated in the oil and liquids-rich regions of the Denver-Julesburg (DJ) Basin, with a primary focus on the Niobrara and Codell formations. The Company is committed to the responsible development of its oil and natural gas resources and is focused on maximizing returns through consistent growth, capital discipline, and sustainable cash flow generation.

For more information, visit www.prairieopco.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this press release, regarding our strategy, future operations, financial position, estimated reserves, revenues and income or losses, projected costs and capital expenditures, prospects, acquisition opportunities, plans and objectives of management are forward-looking statements. When used in this press release, the words “plan,” “may,” “endeavor,” “will,” “would,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “forecast” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are (or were when made) based on current expectations and assumptions about future events and are (or were when made) based on currently available information as to the outcome and timing of future events. Forward-looking statements in this press release may include, for example, statements about: the Company’s ability to successfully finance and consummate the Bayswater Acquisition, including the risk that the Company may fail to complete the Bayswater Acquisition on the terms and timing currently contemplated or at all, fail to enter into the New Credit Agreement on expected terms and/or fail to realize the expected benefits of the Bayswater Acquisition; the Company’s financial performance following the Bayswater Acquisition; this public offering, the Concurrent Preferred Stock Offering, the timing thereof and the use of proceeds therefrom; estimates of the Company’s oil, natural gas and NGLs reserves; drilling prospects, inventories, projects and programs; estimates of future oil and natural gas production from our oil and gas assets, including estimates of any increases or decreases in production; the availability and adequacy of cash flow to meet the Company’s requirements; financial strategy, liquidity and capital required for the Company’s development program and other capital expenditures; the availability of additional capital for the Company’s operations; changes in the Company’s business and growth strategy, including the Company’s ability to successfully operate and expand its business; the Company’s integration of acquisitions, including the Bayswater Acquisition; changes or developments in applicable laws or regulations, including with respect to taxes; and actions taken or not taken by third-parties, including the Company’s contractors and competitors. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors” in the prospectus supplement, the accompanying base prospectus, the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, our Quarterly Reports on Forms 10-Q filed with the SEC and our other filings with the SEC, all of which can be accessed on the SEC’s website at www.sec.gov. The Company cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. These risks include, but are not limited to: the Company’s and Bayswater’s ability to satisfy the conditions of the Bayswater Acquisition in a timely manner or at all, including the Company’s ability to successfully finance the Bayswater Acquisition; the Company’s ability to complete the Concurrent Preferred Stock Offering in a timely manner and on acceptable terms, if at all; the Company’s ability to recognize the anticipated benefits of the Bayswater Acquisition, which may be affected by, among other things, competition and the Company’s ability to grow and manage growth profitably following the Bayswater Acquisition; the Company’s ability to fund its development and drilling plan; the possibility that the Company may be unable to achieve expected cash flow, production levels, drilling, operational efficiencies and other anticipated benefits within the expected time-frames, or at all, and to successfully integrate the Bayswater Assets, and/or any other assets or operations the Company has acquired or may acquire in the future with those of the Company; the Company’s integration of the Bayswater Assets with those of the Company may be more difficult, time-consuming or costly than expected; the Company’s operating costs, customer loss and business disruption may be greater than expected following the Bayswater Acquisition or the public announcements of the Bayswater Acquisition; the Company’s ability to grow its operations, and to fund such operations, on the anticipated timeline or at all; uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; commodity price and cost volatility and inflation; the ability to maintain necessary permits and approvals to develop our assets; safety and environmental requirements that may subject the Company to unanticipated liabilities; changes in the regulations governing our business and operations, including the businesses and operations we have acquired or may acquire in the future, such as, but not limited to, those pertaining to the environment, our drilling program and the pricing of our future production; the Company’s success in retaining or recruiting, or changes required in, the Company’s officers, key employees or directors; general economic, financial, legal, political, and business conditions and changes in domestic and foreign markets; the risks related to the growth of the Company’s business; the effects of competition on the Company’s future business; and other factors detailed under the section entitled “Risk Factors” in the prospectus supplement and, accompanying base prospectus related to the offering and the periodic filings with the SEC. Reserve engineering is a process of estimating underground accumulations of oil, natural gas and NGLs that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify upward or downward revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil, natural gas and NGLs that are ultimately recovered. Should one or more of the risks or uncertainties described herein or should underlying assumptions prove incorrect, the Company’s actual results and plans could differ materially from those express in any forward-looking statements. All forward-looking statements, expressed or implied, in this press release, are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that the Company or persons acting on the Company’s behalf may issue.

Contact: Investor Relations
Wobbe Ploegsma
info@prairieopco.com
832.274.3449

The MIL Network –

March 25, 2025
MIL-OSI USA: Markey Joins Peters, Senate Committee Ranking Members in Demanding Immediate Review by Agency Inspectors General of Trump Administration’s Mass Dismissals of Federal Employees

US Senate News:

Source: United States Senator for Massachusetts Ed Markey

Senators Question Trump Administration Claims and Whether Actions Will Increase Waste and Abuse

Washington (March 21, 2025) – Senator Edward J. Markey (D-Mass.), Ranking Member of the Small Business and Entrepreneurship Committee joined Senator Gary Peters (D-MI), Ranking Member of the Senate Homeland Security and Governmental Affairs Committee, and 15 Senate Committee Ranking Members in sending a letter to the Inspectors General of 23 federal agencies, pressing for details on the impact of President Trump’s sweeping and unprecedented dismissal of tens of thousands of federal employees. The senators asked the Inspectors General to review the Trump Administration’s actions, citing potential violations of federal laws and procedures, which the senators warn could harm Americans’ access to vital government services and increase waste and abuse of taxpayer dollars.
“The decision to terminate thousands of employees across multiple federal agencies will impose undue hardship on millions of Americans who rely on their services,” wrote the Senators. “The loss of experienced agency staff may risk causing serious disruptions to nearly 73 million Americans who rely on the Social Security Administration (SSA) to administer retiree and disability benefits and 9.1 million veterans who depend on the Department of Veteran Affairs (V.A.), many of which rely on the V.A. for life saving medical treatments and care.”
Highlighting the devastating consequences of these mass firings, the senators underscored the Trump Administration’s layoffs have already disrupted critical operations at agencies that millions of Americans depend on for survival.
“Among the 2,400 employees fired from the V.A. since Mr. Trump’s inauguration are workers who purchase medical supplies, schedule appointments and arrange rides for patients to see their doctors,” wrote the Senators, citing a NY Times report. “Additionally, taxpayers seeking in-person assistance as they navigate the 2025 filing season may find the support centers they previously relied on completely relocated or shuttered. That risk is a direct consequence of the Administration’s mass dismissals and decision to terminate over 100 IRS offices with Tax Assistance Centers (TAC) – which provide free, in-person assistance for those seeking it.”
The senators are requesting that IGs examine whether these dismissals violated agency policies and assess the damage to agency missions, public safety, and national security, calling for an initial review to be completed within 60 days, with findings made available to the public to ensure transparency and accountability.
The letter was signed by U.S. Senators and Ranking Members Amy Klobuchar (D-MN), Committee on Agriculture, Nutrition, and Forestry, Kirsten Gillibrand (D-NY), Special Committee on Aging, Patty Murray (D-WA), Committee on Appropriations, Jack Reed (D-RI), Committee on Armed Services, Elizabeth Warren (D-MA), Committee on Banking, Housing, and Urban Affairs, Maria Cantwell (D-WA), Committee on Commerce, Science, and Transportation, Sheldon Whitehouse (D-RI), Committee on Environment and Public Works, Ron Wyden (D-OR), Committee on Finance, Jeanne Shaheen (D-NH), Committee on Foreign Relations, Bernie Sanders (I-VT), Committee on Health, Education, Labor, and Pensions, Dick Durbin (D-IL), Committee on the Judiciary, Richard Blumenthal (D-CT), Committee on Veterans’ Affairs, Martin Heinrich (D-NM), Committee on Energy and Natural Resources, and Jeff Merkley (D-OR), Committee on the Budget.
The full text of the letter can be found here.

MIL OSI USA News –

March 25, 2025
MIL-OSI USA: Kennedy, Cassidy applaud Pres. Trump for supporting Louisiana energy production

US Senate News:

Source: United States Senator John Kennedy (Louisiana)

WASHINGTON – Sens. John Kennedy (R-La.) and Bill Cassidy (R-La.) sent a letter to President Trump to applaud his administration for restoring pro-energy policies in America and recognizing Louisiana as one of the nation’s leaders in energy production.

Key excerpts of the letter are below:

“We are writing to highlight the critical role that Louisiana plays in securing America’s position as the world’s leading liquefied natural gas (LNG) exporter. LNG will play a key role in restoring American energy dominance, and our state is ready to increase supply. We appreciate your decision on Day One to reverse the pause on non-FTA [free trade agreement] LNG export permitting, and we applaud your administration’s decision for Interior Secretary [Doug] Burgum and Energy Secretary [Chris] Wright to visit a Louisiana LNG facility as one of their first energy trips.

“Louisiana is the backbone of America’s LNG export industry, accounting for more than 60% of all U.S. LNG exports last year. . . . Under your leadership, the U.S. is positioned to achieve record-breaking LNG exports, reinforcing energy dominance and providing allies with reliable, affordable, and cleaner-burning natural gas.”

. . .

“We look forward to working with you on policies to allow the LNG sector to thrive. Ensuring consistent, predictable policies from the administration and Congress will bolster U.S. competitiveness and reinforce our nation’s energy leadership.”

Read the full letter here.

MIL OSI USA News –

March 25, 2025
MIL-OSI USA: Cassidy, Kennedy Applaud President Trump’s Actions Supporting Louisiana Energy, Restoring U.S. Energy Dominance

US Senate News:

Source: United States Senator for Louisiana Bill Cassidy

WASHINGTON – U.S. Senators Bill Cassidy, M.D. (R-LA) and John Kennedy (R-LA) applauded President Trump’s policies allowing Louisiana’s liquefied natural gas (LNG) sector to thrive. Louisiana plays a critical role in America’s position as a leading LNG exporter, and President Trump’s measures bolstering domestic energy production are reinforcing the United States’ energy dominance.
“Louisiana is the backbone of America’s LNG export industry, accounting for more than 60 percent of all U.S. LNG exports last year,” wrote the senators. “Under your leadership, the U.S. is positioned to achieve record-breaking LNG exports, reinforcing energy dominance and providing allies with reliable, affordable, and cleaner-burning natural gas.”
“We look forward to working with you on policies to allow the LNG sector to thrive. Ensuring consistent, predictable policies from the administration and congress will enhance U.S. competitiveness and reinforce our nation’s energy leadership,” concluded the senators.
Read the full letter here or below:
Dear President Trump,
We are writing to highlight the critical role that Louisiana plays in securing America’s position as the world’s leading liquefied natural gas (LNG) exporter. LNG will play a key role in restoring American energy dominance, and our state is ready to increase supply. We appreciate your decision on Day One to reverse the pause on non-FTA LNG export permitting, and we applaud your administration’s decision for Interior Secretary Burgum and Energy Secretary Wright to visit a Louisiana LNG facility as one of their first energy trips.
Louisiana is the backbone of America’s LNG export industry, accounting for more than 60 percent of all U.S. LNG exports last year. Our state hosts the largest and most advanced liquefaction and export terminals with strategic proximity to prolific natural gas basins such as the Permian, Eagle Ford, and Haynesville, as well as direct access to the Gulf of America for export to our allies. Deep-draft ports, robust pipeline infrastructure, and skilled workforce across Louisiana makes the Gulf Coast irreplaceable in delivering U.S. energy to the world. Under your leadership, the U.S. is positioned to achieve record-breaking LNG exports, reinforcing energy dominance and providing allies with reliable, affordable, and cleaner-burning natural gas.
We are proud that our existing LNG export facilities including Cheniere’s Sabine Pass facility, Cameron LNG, and Venture Global’s Calcasieu Pass and Plaquemines facilities call our state home. We also look forward to welcoming additional LNG facilities in various stages of construction and permitting. One example of a key project in the pipeline is Argent LNG, a facility planned for the strategically located Port Fourchon in Louisiana. In addition to increasing U.S. LNG exports, the facility will support thousands of high-paying jobs in construction and operation. Through long-term contracts and stable supply, facilities like Argent LNG bolster energy security for our country and our allies.
We look forward to working with you on policies to allow the LNG sector to thrive. Ensuring consistent, predictable policies from the administration and congress will enhance U.S. competitiveness and reinforce our nation’s energy leadership.

MIL OSI USA News –

March 25, 2025
MIL-OSI USA: Energy Department Advances Efforts to Lower Costs and Increase Consumer Choice
Source: US Department of Energy

WASHINGTON—U.S. Secretary of Energy Chris Wright today announced the Department of Energy (DOE) has further postponed the implementation of three of the Biden-Harris administration’s restrictive mandates on home appliances. These actions, taken in accordance with President Donald Trump’s Executive Order, “Unleashing Prosperity through Deregulation,” marks a key step in lowering costs, enhancing performance, and expanding options for American consumers.

“Under President Trump’s leadership, the Department of Energy is taking critical steps every day to help American families prosper,” said Secretary Wright. “By removing burdensome regulations put in place by the Biden administration, we are returning freedom of choice to the American people, ensuring consumers can choose the home appliances that work best for their lives and budgets. This power should not belong to the federal government.”

The Department’s notices officially postpone the effective dates for three home appliance rules:
- Test Procedures for Central Air Conditioners and Heat Pumps
- Efficiency Standards for Walk-In Coolers and Freezers
- Efficiency Standards for Gas Instantaneous Water Heaters
In addition, under the leadership of President Trump, the Department has officially withdrawn four conservation standards, including standards on electric motors, ceiling fans, dehumidifiers, and external power supplies. This continued commitment to the American people will slash unnecessary red tape and regulations that raise prices, reduce consumer choice, and frustrate the American people.

MIL OSI USA News –
March 25, 2025
MIL-OSI United Nations: Commission on Limits of Continental Shelf Concludes Sixty-Third Session

Source: United Nations General Assembly and Security Council

NEW YORK, 24 March (Office of Legal Affairs) ― The Commission on the Limits of the Continental Shelf held its sixty-third session at United Nations Headquarters from 17 February to 21 March. The plenary parts of the session were held from 24 to 28 February and from 10 to 14 March. The remainder of the session was devoted to the technical examination of submissions at the premises of the Division, including geographic information systems laboratories and other technical facilities.

During the first plenary part of the session, the Under-Secretary-General for Legal Affairs and United Nations Legal Counsel, Elinor Hammarskjöld, addressed the Commission for the first time since her appointment. She acknowledged the crucial contribution of the Commission to the implementation of the United Nations Convention on the Law of the Sea and paid tribute to the significant work carried out by the members of the Commission in this regard. Noting the ongoing liquidity crisis affecting regular budget operations of the United Nations Secretariat, the Under‑Secretary-General reiterated that the Division would continue to do its utmost to deliver high-quality support to the Commission within the available means.

The Submissions of the following coastal States were considered by the Commission and its subcommissions: Mauritius in respect of the region of Rodrigues Island (partial submission); Palau in respect of the North Area (partial amended submission); Portugal; Spain in respect of the area of Galicia (partial submission); Namibia; Cuba in respect of the eastern polygon in the Gulf of Mexico; Mozambique; and Madagascar; as well as revised submissions made by Brazil in respect of the Brazilian Equatorial Margin (partial revised submission); Cook Islands concerning the Manihiki Plateau (revised submission); Iceland in respect of the western, southern and south-eastern parts of the Reykjanes Ridge (partial revised submission); Brazil in respect of the Brazilian Oriental and Meridional Margin (partial revised submission); and the Russian Federation in the Area of the Gakkel Ridge in the Arctic Ocean (partial revised submission).

The Commission approved three sets of recommendations, namely in regard to the submissions made by Brazil in respect of the Brazilian Equatorial Margin (partial revised submission); Cuba in respect the eastern polygon in the Gulf of Mexico; and Iceland in respect of the western, southern and south-eastern parts of the Reykjanes Ridge (partial revised submission).

During its plenary meetings, with regard to the submission made by Guyana, the Commission decided to defer its consideration in view of an objection conveyed by Venezuela.

The Commission further heard presentations on the submission of Mozambique, which was a repeat presentation made upon the request of the coastal State; the partial revised submission made by Brazil in respect of the Brazilian Oriental and Meridional Margin; and the partial submission made by Viet Nam in respect of the Central Area.

Underscoring the importance that submitting States attach to the work of the Commission, delegations were represented in the plenary at the high level: the delegation of Mozambique was headed by the Minister for Mineral Resources and Energy, Estêvão Tomás Rafael Pale; the delegation of Cuba was headed by the Vice-Minister for Foreign Affairs, Carlos Fernández de Cossío Domínguez; and the delegation of the Russian Federation was headed by the Minister for Natural Resources and Environment, Alexander Kozlov.

In view of the progress in its work, the Commission decided to establish subcommissions to consider the partial submission made by Mexico in respect of the eastern polygon in the Gulf of Mexico; the submission made by the United Republic of Tanzania; and the partial submission made by Denmark in respect of the Southern Continental Shelf of Greenland. With a view to facilitating the efficient consideration of submissions, the Commission decided that subcommissions could actively consider two submissions in parallel, as needed.

The Commission appointed the new member of the Commission, Ahmed Er Raji (Morocco), to subcommissions. In view of the resignation of Mr. Brekke due to health reasons and the establishment of new subcommissions, the Commission also adjusted the membership of some existing subcommissions and subsidiary bodies. The Commission also elected David Cole Mosher (Canada) as Vice-Chair of the Commission for the remainder of the current two-and-a-half-year term — until 15 December.

With regard to the request of the General Assembly in its resolution 79/144 for the Secretary-General to develop and make available training courses to assist States in relation to the preparation, making and maintenance of submissions, as well as their consideration, the secretariat informed the Commission that no earmarked voluntary trust fund contributions for such activities had been received as of 13 March, and that, if no contributions were received by April, the secretariat would not be in a position to deliver on this mandate in 2025.

The Commission also continued its consideration of initiatives to enhance efficiency in its work, including the development of technical bulletins and templates for presentations and recommendations.

Further details on the sixty-third session will be available in the Statement of the Chairperson of the Commission (document CLCS/63/2).

The background press release on this session is available at https://press.un.org/en/2025/sea2206.doc.htm.

Background

Established pursuant to article 2 of annex II to the 1982 United Nations Convention on the Law of the Sea, the Commission makes recommendations to coastal States on matters related to the establishment of the outer limits of their continental shelf beyond 200 nautical miles from the baselines from which the breadth of the territorial sea is measured, based on information submitted by those coastal States. The recommendations are based on the scientific data and other material provided by coastal States in relation to the implementation of article 76 of the Convention and do not prejudice matters relating to the delimitation of boundaries between States with opposite or adjacent coasts or prejudice the position of States that are parties to a land or maritime dispute, or application of other parts of the Convention or any other treaties. The limits of the continental shelf established by a coastal State on the basis of the recommendations are final and binding. In the case of disagreement by a coastal State with the recommendations of the Commission, the coastal State shall, within a reasonable time, make a revised or new submission to the Commission.

Under rule 23 of its rules of procedure (Public and private meetings), the meetings of the Commission, its subcommissions and subsidiary bodies are held in private, unless the Commission decides otherwise.

As required under the rules of procedure of the Commission, the executive summaries of all the submissions, including all charts and coordinates, have been made public by the Secretary‑General through continental shelf notifications circulated to Member States of the United Nations, as well as States Parties to the Convention. The executive summaries are available on the Division’s website at: www.un.org/depts/los/clcs_new/clcs_home.htm. The summaries of recommendations adopted by the Commission are also available on the above-referenced website.

The Commission is a body of 21 experts in the field of geology, geophysics or hydrography serving in their personal capacities. Members of the Commission are elected for a term of five years by the Meeting of States Parties to the Convention having due regard to the need to ensure equitable geographical representation. Not fewer than three members shall be elected from each geographical region.

Currently, two seats on the Commission are vacant as a result of the resignation of Mr. Brekke and the long-standing vacancy resulting from a lack of nominations from the Group of Eastern European States. A call for nominations has been circulated to States Parties with a view to filling these vacancies at a by-election to be conducted at the thirty-fifth Meeting of States Parties, scheduled to be convened from 23 to 27 June. The nomination period opened on 12 February and will close on 12 May at midnight.

The Convention provides that the State party which submitted the nomination of a member of the Commission shall defray the expenses of that member while in performance of Commission duties. A voluntary trust fund for the purpose of defraying the cost of participation of the members of the Commission from developing countries has been established. It has facilitated the participation of several members of the Commission from developing countries in the sessions of the Commission.

The convening by the Secretary-General of the sessions of the Commission, with full conference services, including documentation, for the plenary parts of these sessions, is subject to approval by the General Assembly of the United Nations. The Assembly does so in its annual resolutions on oceans and the law of the sea, which also address other matters relevant to the work of the Commission and the conditions of service of its members.

For additional information on the work of the Commission see the website of the Division at www.un.org/depts/los/index.htm. In particular, the most recent Statements by the Chair on the progress in the work of the Commission are available at http://www.un.org/depts/los/clcs_new/commission_documents.

MIL OSI United Nations News –

March 25, 2025
MIL-OSI New Zealand: Energy Sector – Resource Management reform set to streamline desperately needed thermal generation – ERA

Source: Energy Resources Aotearoa

Energy Resources Aotearoa welcomes the prospect of new planning legislation to replace the Resource Management Act, reducing unnecessary red tape and streamlining decision-making about where development can and should be enabled while protecting the environment.

Chief Executive John Carnegie says replacing the Resource Management Act with a Planning Act and Natural Environment Act will streamline consenting and provide confidence to investors looking to invest in our natural resources and build the thermal generation desperately needed to ensure a secure, resilient and affordable energy system.

“It is widely acknowledged that under the current settings, the Resource Management Act is serving neither those who wish to utilise our abundant natural resources nor those who wish to protect them.”

We’re pleased to see the government working from the basis that the clear allocation of property rights is a fundamental tenet of a well-functioning economy. This is critical to unlocking the investment we need to thrive and grow.

It is crucial that the new proposed frameworks minimise blurred edges with other legislative frameworks, such as the Crown Minerals Act and the Climate Change Response Act.”

Carnegie says it is great to see steps taken to improve decision-making by focusing on evidence-based outcomes.

“New Zealand can’t afford to keep being a nation that says no – and as we’ve consistently said, we need a fuel and technology agnostic resource management system that enables access to develop our natural resources.”

Carnegie says Energy Resources Aotearoa will input into policy detail to ensure all fuel and technology types are considered before the two new Acts are introduced into the House by the end of this year.

“We look forward to working collaboratively with the Government to ensure the new settings reflect the urgent need to encourage the development of natural gas and its use by our exporters and power sector that we so badly need to keep the lights on.”

MIL OSI New Zealand News –

March 25, 2025
MIL-OSI Submissions: African Energy Week (AEW) 2025 to Host National Oil Company (NOC)-International Oil Company (IOC) Forum in Cape Town, Strengthening Public-Private Sector Partnerships in Africa’s Energy Market

SOURCE: African Energy Chamber

The inaugural NOC-IOC Forum at African Energy Week 2025: Invest in African Energies will foster collaboration between Africa’s national oil companies and international oil companies to drive investment, enhance capacity building and unlock the continent’s hydrocarbon potential

CAPE TOWN, South Africa, March 24, 2025/ — This year’s African Energy Week (AEW): Invest in African Energies conference will debut the first-ever National Oil Company (NOC) and International Oil Company (IOC) Forum, a dynamic platform that brings key public and private sector stakeholders into direct conversation to drive investment, secure new deals, foster local capacity building and advance exploration.

A key focus of the forum will be enhancing collaboration in the exploration, development and production of hydrocarbon resources across the continent, with an emphasis on data sharing and joint decision-making to unlock untapped potential. In South Africa, TotalEnergies is preparing to drill its first exploration well on Block 3B/4B, leveraging 14,000 km of 2D seismic and 10,800 km² of 3D seismic, with a large set of exploration prospects already identified. In Angola, Sonangol is ramping up offshore exploration on Block 6/24, focusing on geological and geophysical studies and seismic data reprocessing to assess the block’s resource potential, which includes a possible commercial oil discovery. Meanwhile, in Equatorial Guinea, GEPetrol has partnered with Panoro Energy on Block EG-23, conducting subsurface studies to evaluate the block’s potential, with the possibility of drilling an exploration well.

In parallel, new market activity is reshaping Africa’s exploration landscape, as both NOCs and IOCs pursue strategic acquisitions, partnerships and project expansions. Chevron has strengthened its presence in Equatorial Guinea by securing PSCs for two highly prospective offshore blocks. In October 2024, Brazilian NOC Petrobras acquired a 10% stake in the offshore Deep Western Orange Basin in South Africa as part of its strategy to boost reserves and expand its footprint in Africa’s emerging oil and gas markets. Last month, Chinese state-backed company Sinopec signed an $850 million contract with Algerian NOC Sonatrach for exploration and development, securing a PSC covering the Hassi Berkane North license. Sonatrach is also in discussions with Eni, TotalEnergies, Chevron and ExxonMobil for exploration and development activities in the region. The NOC-IOC Forum will provide a key platform to examine these developments, fostering discussions on how public and private sector cooperation can accelerate exploration, attract capital and unlock new resource opportunities.

The NOC-IOC Forum will also focus on forging new partnerships to drive capacity-building programs and facilitate knowledge-sharing, empowering local talent in the oil and gas sector. The National Petroleum Corporation of Namibia (NAMCOR) has been active in establishing partnerships to support the country’s goal of producing first oil by year-end. This includes a collaboration with QatarEnergy focused on providing training and development opportunities for NAMCOR employees in industry-specific skills. In October 2024, NAMCOR also signed an agreement with global technology company SLB to improve operational performance in decarbonization, green hydrogen and sustainable energy, with an emphasis on local capacity development. Meanwhile, Mozambique’s Empresa Nacional de Hidrocarbonetos is investing in specialized offshore drilling services, reinforcing the state’s involvement in the country’s oil and gas projects through an agreement with Italian multinational oilfield services company Saipem.

Additionally, the NOC-IOC Forum will facilitate the exchange of insights on regional and global energy regulations, helping participants navigate the evolving energy landscape. In the Republic of Congo, Société Nationale des Pétroles du Congo is working closely with private sector companies and IOCs to gather input for its upcoming Gas Master Plan, as well as developing a new gas code aimed at modernizing the regulatory framework to attract foreign investment. This push for regulatory improvements has driven increased IOC activity in the country, with Eni advancing the second phase of its $5 billion Congo LNG project and TotalEnergies committing $600 million to expand its E&P operations, specifically in the deep offshore Moho Nord Field.

The NOC-IOC Forum offers a strategic platform for both African NOCs and IOCs to present their exploration strategies, access available acreage and showcase ongoing energy developments. By facilitating direct engagement across sectors, the forum will drive insightful exchanges on sharing data and insights to improve decision-making, optimizing operational efficiencies and unlocking new investment opportunities. These discussions will ensure that partnerships are mutually beneficial, aligning national development goals with commercial objectives while fostering a more integrated and strategic approach to Africa’s energy future.

“The launch of the first-ever NOC-IOC Forum at AEW 2025 marks a pivotal moment for Africa’s energy sector. By positioning key national and international stakeholders in direct dialogue, the forum aims to drive investment, foster collaboration and empower local talent. This is an exciting opportunity for both NOCs and IOCs to present their strategies, forge new partnerships and contribute to the sustainable development of Africa’s hydrocarbon sector,” states NJ Ayuk, Executive Chairman of the African Energy Chamber.

AEW: Invest in African Energies is the platform of choice for project operators, financiers, technology providers and government, and has emerged as the official place to sign deals in African energy. Visit www.AECWeek.com for more information about this exciting event.

MIL OSI – Submitted News –

March 25, 2025
MIL-OSI Banking: Members consider China’s request for panel to examine EU battery electric vehicle duties

Source: World Trade Organization

DS630: European Union — Definitive Countervailing Duties on New Battery Electric Vehicles from China

China submitted its first request for the establishment of a dispute panel with respect to the definitive countervailing duties imposed by the European Union in October 2024 on new battery electric vehicles from China. The request also concerns the underlying investigation that led to the imposition of the duties. China and the European Union held consultations in December 2024 with the aim of reaching a mutually satisfactory solution but failed to resolve the dispute, China said, prompting its request for the panel.

China outlined the various concerns it had about the process resulting in the duties. It said this process was not carried out in a manner consistent with the WTO’s Agreement on Subsidies and Countervailing Measures and the General Agreement on Tariffs and Trade 1994. China said that while WTO members have the legitimate right to adopt trade remedy measures, such rights must be exercised within the confines of the WTO agreements.

The European Union said it regretted China’s decision to request a panel. The EU said it had hoped the consultations with China had provided the necessary information and clarifications China needed. China undoubtedly has the right to bring this issue to WTO dispute settlement, the EU said, but it strongly maintains that the measures in question are entirely justified and is confident they are in compliance with WTO rules. The EU said it is not ready to accept the establishment of a panel.

The DSB took note of the statements and agreed to revert to this matter should a requesting member wish to do so.

DS593: European Union – Certain Measures Concerning Palm Oil and Oil Palm Crop Based Biofuels

The European Union said it intended to implement the panel ruling in DS593 by bringing the concerned measures into conformity with the WTO agreements. The EU said it was impractical for it to comply immediately and that it needed a reasonable period of time to do so. The EU added that it was keen to discuss and agree with Indonesia the length of this period of time at the earliest available opportunity, as it has done with Malaysia in a related dispute case.

Indonesia underlined the necessity for the EU to adjust its policies in line with the WTO agreements as well as the importance of prompt and effective implementation of the panel’s ruling. Indonesia said it is committed to working constructively with the EU to ensure a smooth and efficient implementation process. It encouraged the EU to provide a clear and detailed timeline for this process.

DS597: United States – Origin Marking Requirement (Hong Kong, China)

The United States once again raised the matter of the panel ruling in DS597 at the DSB meeting. The US said it was raising the matter as a result of further alarming developments and effects of the National Security Law of Hong Kong, China on free speech and human rights. The US referred back to its previous statements regarding its position on essential security and its reasons for placing this item on the DSB agenda.

Hong Kong, China said it was regrettable that the United States continues to abuse DSB meetings as a platform for political posturing. The US approach reflects a troubling presumption that it alone has the authority to interpret national security matters, said Hong Kong, China, adding that it remains frustrated at being deprived of the legitimate right to allow the case to be settled through a proper channel.

China reiterated its objections to the item being placed on the DSB agenda. It said the WTO dispute settlement mechanism is a forum to resolve trade disputes rather than a place to discuss political issues.

Appellate Body appointments

Colombia, speaking on behalf of 130 members, introduced for the 85th time the group’s proposal to start the selection processes for filling vacancies on the Appellate Body. The extensive number of members submitting the proposal reflects a common interest in the functioning of the Appellate Body and, more generally, in the functioning of the WTO’s dispute settlement system, Colombia said.

The United States said it does not support the proposed decision and noted its longstanding concerns with WTO dispute settlement that have persisted across US administrations. The US said the panel reports in DS593 and DS597 provided examples of its concerns regarding WTO dispute settlement overreach. The US said fundamental reform of WTO dispute settlement is needed to address these and other US concerns. Despite extensive US engagement, WTO members continue to have vastly different perspectives on the role of WTO dispute settlement in today’s world and the reforms that are needed, it added.

More than 20 members took the floor to comment, one speaking on behalf of a group of members. Most reiterated their support for the joint proposal and for the urgent need to restore a fully functioning dispute settlement system. Several welcomed the progress made in the dispute settlement reform discussions last year and said they looked forward to starting consultations on how to take the process forward. Ten members urged others to consider joining the Multi-party interim appeal arrangement (MPIA), a contingent measure to safeguard the right to appeal in the absence of a functioning Appellate Body.

Colombia, on behalf of the 130 members, said it regretted that for the 85th occasion members have not been able to launch the selection processes. Ongoing conversations about reform of the dispute settlement system should not prevent the Appellate Body from continuing to operate fully, and members shall comply with their obligation under the Dispute Settlement Understanding to fill the vacancies as they arise, Colombia said for the group.

Surveillance of implementation

The United States presented status reports with regard to DS184, “US — Anti-Dumping Measures on Certain Hot-Rolled Steel Products from Japan”, DS160, “United States — Section 110(5) of US Copyright Act”, DS464, “United States — Anti-Dumping and Countervailing Measures on Large Residential Washers from Korea”, and DS471, “United States — Certain Methodologies and their Application to Anti-Dumping Proceedings Involving China.”

The European Union presented a status report with regard to DS291, “EC — Measures Affecting the Approval and Marketing of Biotech Products.”

Indonesia presented its status reports in DS477 and DS478, “Indonesia — Importation of Horticultural Products, Animals and Animal Products.”

Next meeting

The next regular DSB meeting will take place on 25 April 2025.

Share

MIL OSI Global Banks –

March 25, 2025
MIL-OSI Europe: Answer to a written question – Delayed evaluation report on BEREC and the BEREC Office – E-000513/2025(ASW)

Source: European Parliament

The report on the evaluation of BEREC (the Body of European Regulators for Electronic Communications) and the Agency for Support for BEREC (the BEREC Office) will be submitted to the European Parliament and to the Council (in accordance with Art. 48 of the BEREC Regulation (EU) 2018/1971 in December 2025, together with the report on the review of Directive (EU) 2018/1972 (the European Electronic Communications Code).

In order to be able to include all relevant factual elements of this exercise, the Commission has continued to review the findings of the evaluation and intends to include those in the report to the co-legislators. During the European Parliament’s Committee on Industry, Research and Energy (ITRE), exchange of views with the BEREC Chair 2024, the BEREC Chair 2025 and the Director of the BEREC Office , held on 2 December 2024, Deputy Director-General of the Directorate-General for Communications Networks, Content and Technology, indicated that the evaluation report will feed into the discussions on the future role of BEREC and the governance structure for the sector.

The Commission continuously examines simplification measures while at the same time ensuring the best possible evidence- based approach in order to produce the most relevant findings.

Last updated: 24 March 2025

MIL OSI Europe News –

March 25, 2025

MIL-OSI Europe: REPORT on the proposal for a decision of the European Parliament and of the Council on providing macro-financial assistance to the Arab Republic of Egypt – A10-0037/2025

Source: European Parliament

DRAFT EUROPEAN PARLIAMENT LEGISLATIVE RESOLUTION

on the proposal for a decision of the European Parliament and of the Council on providing macro-financial assistance to the Arab Republic of Egypt

(COM(2024)0461 – C10‑0009/2024 – 2024/0071(COD))

(Ordinary legislative procedure: first reading)

The European Parliament,

– having regard to the Commission proposal to Parliament and the Council (COM(2024)0461),

– having regard to Article 294(2) and Article 212 of the Treaty on the Functioning of the European Union, pursuant to which the Commission submitted the proposal to Parliament (C10‑0009/2024),

– having regard to Article 294(3) of the Treaty on the Functioning of the European Union,

– having regard to the budgetary assessment by the Committee on Budgets,

– having regard to Rule 60 of its Rules of Procedure,

– having regard to the opinion of the Committee on Foreign Affairs,

– having regard to the report of the Committee on International Trade (A10-0037/2025),

1. Adopts its position at first reading hereinafter set out;

2. Calls on the Commission to refer the matter to Parliament again if it replaces, substantially amends or intends to substantially amend its proposal;

3. Instructs its President to forward its position to the Council, the Commission and the national parliaments.

Amendment 1

Proposal for a decision

Recital 1 a (new)


Text proposed by the Commission	Amendment
	(1a) This Decision has implications for the Union budget. Accordingly, the European Parliament’s Committee on Budgets adopted a budgetary assessment, which forms an integral part of Parliament’s mandate for negotiations.

Amendment 2

Proposal for a decision

Recital 2 a (new)


Text proposed by the Commission	Amendment
	(2a) On 17 March 2024, Egypt and the European Union jointly decided to upgrade their relations to a strategic and comprehensive partnership, based on the values of equity and mutual respect and trust in order to strengthen their common stability, peace and prosperity.

Amendment 3

Proposal for a decision

Recital 3


Text proposed by the Commission	Amendment
(3) In line with the Partnership Priorities, the EU and Egypt are committed to ensuring accountability, the rule of law, the full respect of human rights, fundamental freedoms, promoting democracy, gender equality and equal opportunities as constitutional rights of all their citizens. These commitments contribute to the advancement of the partnership and to Egypt’s sustainable development and stability. The increased and constructive engagement between the EU and Egypt in the last period has opened the path to more meaningful dialogue on human rights related issues. The subcommittee on Political Matters, Human Rights and Democracy, International and Regional issues of December 2022 and the Association Committee of May 2023 provided the institutional platforms to exchange on an array of human rights issues, which the EU would like to continue and build on. The improvement of the human rights situation in Egypt will have a positive impact on EU-Egypt relations.	(3) In line with the Partnership Priorities, the EU and Egypt are committed to ensuring accountability, the rule of law, the full respect of human rights, fundamental freedoms, promoting democracy, gender equality and equal opportunities as constitutional rights of all their citizens. These commitments contribute to the advancement of the partnership and to Egypt’s sustainable development, good governance and socio-economic stability. The increased and constructive engagement between the EU and Egypt in the last period has opened the path to more meaningful dialogue on human rights related issues. The subcommittee on Political Matters, Human Rights and Democracy, International and Regional issues of December 2022 and the Association Committee of May 2023 provided the institutional platforms to exchange on an array of human rights issues, which the EU would like to continue and build on. The steady improvement of the human rights situation and women’s rights and fundamental freedoms due to an active, coherent and proactive policy in that area in Egypt will have a positive impact on EU-Egypt relations.

Amendment 4

Proposal for a decision

Recital 3 a (new)


Text proposed by the Commission	Amendment
	(3a) Egypt’s economic and financial situation has been marked by several macroeconomic adjustment programmes implemented under the aegis of the IMF in exchange for credit facilities (USD 12 billion from 2016 to 2019 and USD 3 billion in 2022, rising to USD 8 billion in March 2024);

Amendment 5

Proposal for a decision

Recital 5


Text proposed by the Commission	Amendment
(5) The EU recognises Egypt’s key role for regional security and stability. Terrorism, organised crime and conflicts are common threats against our security and the social fabric of nations across both sides of the Mediterranean. Therefore, the EU and Egypt have a common interest in strengthening cooperation highlighted in the Partnership Priorities, in full compliance with international law, including human rights and international humanitarian law.	(5) The EU recognises Egypt’s key role for regional security and stability. Terrorism, organised crime, such as human trafficking, irregular migration, and conflicts, are common threats against our security and the social fabric of nations across both sides of the Mediterranean. Similarly, energy is also one of the most pressing challenges facing countries on both sides of the Mediterranean. The Energy Cooperation between the Union and Egypt in the Eastern Mediterranean could not only offer a source of economic prosperity for the region but also strengthen energy security for the Union by diversifying energy supplies and encouraging regional collaboration. In that respect, the East Mediterranean Gas Forum serves as a platform of positive regional cooperation. Therefore, the EU and Egypt have a common interest in strengthening cooperation highlighted in the Partnership Priorities, in full compliance with international law, including the International Law of the Sea, human rights and international humanitarian law.

Amendment 6

Proposal for a decision

Recital 6


Text proposed by the Commission	Amendment
(6) Recalling the geo-political challenges, such as the consequences of Hamas terrorist attacks across Israel on 7 October 2023 as well as the conflict in Sudan, and the strategic importance of Egypt as the largest country in the region and a pillar of stability for the whole Middle East, the Union is embarking on concluding a Strategic and Comprehensive partnership with Egypt as outlined in the Joint Declaration.	(6) Recalling the global and regional geo-political challenges, such as the humanitarian crisis in Gaza, resulting from the aftermath of the Hamas terrorist attacks across Israel on 7 October 2023, the escalating tensions in the Horn of Africa and the safety of navigation in the Red Sea and the Suez Canal, as well as migratory pressure from the conflict in Sudan, uncertainties in Syria, the instability in Libya, Egypt’s responsibilities as a host to large numbers of refugees and migrants and the strategic importance of Egypt as the largest country in the region and a pillar of stability for the whole Middle East, the Union has embarked on a Strategic and Comprehensive partnership with Egypt as outlined in the Joint Declaration.

Amendment 7

Proposal for a decision

Recital 7


Text proposed by the Commission	Amendment
(7) The objective of the Strategic and Comprehensive Partnership with Egypt is to elevate the EU-Egypt political relations to a strategic partnership and enable Egypt to fulfil its key role of providing stability in the region. The partnership aims to contribute to support Egypt’s macroeconomic resilience and enable the implementation of ambitious socio-economic reforms in a manner that complements and reinforces the reform process foreseen under the IMF programme for Egypt. As outlined in the Joint Declaration, the partnership will address a wide set of policy measures clustered across six pillars of intervention, namely: political relations; economic stability; investment and trade; migration; security and law enforcement cooperation; demography and human capital.	(7) The objective of the Strategic and Comprehensive Partnership with Egypt is to elevate the EU-Egypt political relations to a strategic partnership and enable Egypt to fulfil its key role of providing stability in the region, the Middle East and North Africa. The partnership aims to contribute to support Egypt’s macroeconomic resilience and enable the implementation of ambitious socio-economic reforms in a manner that complements and reinforces the reform process foreseen under the IMF programme for Egypt. As outlined in the Joint Declaration, the partnership will address a wide set of policy measures clustered across six pillars of intervention, namely: political relations; economic stability; investment and trade; irregular migration and mobility in respect of human rights; security and law enforcement cooperation; demography and human capital. Such Strategic and Comprehensive Partnership should be developed in line with initiatives at Union and Member State level such as the Global Gateway and the Mattei Plan for Africa.

Amendment 8

Proposal for a decision

Recital 8


Text proposed by the Commission	Amendment
(8) Underpinning the partnership will be a financial package of EUR 7.4 billion consisting of short- and longer-term support for the necessary macro-fiscal and socio-economic reform agenda, as well as increased amounts available to support investments in Egypt and targeted support for the implementation of the different strategic priorities. Part of the support package is the EU MFA package of up to EUR 5 billion in loans, composed of two MFA operations, one short-term for up to EUR 1 billion and a regular, more medium-term one for up to EUR 4 billion, financial instruments, such as guarantees and blending instruments, aimed at mobilising public and private investments with the objective of generating substantial new investments. This will be complemented by programmes to support specific priorities under the Strategic and Comprehensive Partnership through individual projects and technical assistance implemented under the Neighbourhood, Development and International Cooperation Instrument2 .	(8) Underpinning the partnership is a financial package of EUR 7.4 billion consisting of short- and longer-term support for the necessary macro-fiscal and socio-economic reform agenda, as well as increased amounts available to support investments in Egypt and targeted support for the implementation of the different strategic priorities, particularly in terms of irregular migration and renewable energy. Part of the support package is the EU MFA package of up to EUR 5 billion in concessional loans, composed of two MFA operations, one short-term for up to EUR 1 billion and a regular, more medium-term one for up to EUR 4 billion, financial instruments, such as guarantees and blending instruments, aimed at mobilising public and private investments that benefit the majority of Egyptians with the objective of generating substantial new investments. This will be complemented by programmes to support specific priorities under the Strategic and Comprehensive Partnership through individual projects and technical assistance implemented under the Neighbourhood, Development and International Cooperation Instrument2.
__________________	__________________
2 Established by Regulation (EU) 2021/947 of the European Parliament and of the Council of 9 June 2021 establishing the Neighbourhood, Development and International Cooperation Instrument – Global Europe, amending and repealing Decision No 466/2014/EU and repealing Regulation (EU) 2017/1601 and Council Regulation (EC, Euratom) No 480/2009 (OJ L 209, 14.6.2021, p. 1)	2 Established by Regulation (EU) 2021/947 of the European Parliament and of the Council of 9 June 2021 establishing the Neighbourhood, Development and International Cooperation Instrument – Global Europe, amending and repealing Decision No 466/2014/EU and repealing Regulation (EU) 2017/1601 and Council Regulation (EC, Euratom) No 480/2009 (OJ L 209, 14.6.2021, p. 1)

Amendment 9

Proposal for a decision

Recital 9


Text proposed by the Commission	Amendment
(9) Egypt’s macro-fiscal situation has faced significant challenges and deteriorated substantially over recent months, as external pressures have intensified and public debt has increased further, with substantial downside risks to the economic outlook persisting. The repercussions of Russia’s war on Ukraine and of Hamas terrorist attacks against Israel have led to protracted capital outflows and lower foreign currency receipts, notably due to sharply falling income from tourism and Suez Canal proceeds. This is particularly challenging amid Egypt’s difficult fiscal situation, which is characterised by constant fiscal deficits and high and growing debt to GDP ratios.	(9) Egypt’s macro-fiscal situation has faced significant challenges and deteriorated substantially over recent months, as external pressures have intensified and public debt has increased further, with substantial downside risks to the economic outlook persisting. The repercussions of Russia’s war on Ukraine and the geopolitical tensions and conflicts in the Middle East have led to protracted capital outflows and lower foreign currency receipts, notably due to sharply falling income from tourism, Suez Canal proceeds and gas production and loss of confidence among foreign investors. This is particularly challenging amid Egypt’s difficult fiscal situation, which is characterised by constant fiscal deficits and high and growing debt to GDP ratios. Despite that difficult external context, in 2024 Egypt was able to implement reforms, such as the unification of exchange rates and making progress in tightening monetary policy, to help preserve macroeconomic stability.

Amendment 10

Proposal for a decision

Recital 12


Text proposed by the Commission	Amendment
(12) Egypt re-engaged with the IMF in early 2024 and reached a staff-level agreement on 6 March 2024 on a revamped Extended Fund Facility programme scaled up to USD 8 billion. The new programme is expected to be adopted by IMF Executive Board decision in March 2024 and aims to address the areas of 1) credible exchange rate flexibility, 2) sustainable tightening of monetary policy, 3) fiscal consolidation to preserve debt sustainability, 4) a new framework to rein in infrastructure spending, 5) providing adequate levels of social spending to protect vulnerable groups, and 6) implementation of the State Ownership Policy and reforms to level the playing field. Together with the staff level agreement’s signature, Egypt also enacted a flexibilisation of the exchange rate, and raised the central bank’s key policy rate by a sizeable 600 basis points, in line with the IMF programme’s priorities.	(12) Egypt re-engaged with the IMF in early 2024 and reached a staff-level agreement on 6 March 2024 on a revamped Extended Fund Facility programme scaled up to USD 8 billion. Negotiations at expert level on the fourth revision of Egypt’s economic reform programme were concluded in December 2024. The new programme aims to address the areas of 1) credible exchange rate flexibility, 2) sustainable tightening of monetary policy, 3) fiscal consolidation to preserve debt sustainability, 4) a new framework to rein in infrastructure spending, 5) providing adequate levels of social spending to protect vulnerable groups from the cost of living and energy price rises, and 6) implementation of the State Ownership Policy and reforms to level the playing field by promoting the development of the private sector in the economy. Together with the staff level agreement’s signature, Egypt also enacted a flexibilisation of the exchange rate, and raised the central bank’s key policy rate by a sizeable 600 basis points, in line with the IMF programme’s priorities.

Amendment 11

Proposal for a decision

Recital 16


Text proposed by the Commission	Amendment
(16) Given that there is still a significant residual external financing gap in Egypt’s balance of payments over and above the resources provided by the IMF and other multilateral institutions, the Union macro-financial assistance to be provided to Egypt is, under the current exceptional circumstances, considered to be an appropriate response to Egypt’s request for support to the economic stabilisation, in conjunction with the IMF programme. The Union’s macro-financial assistance package, including the MFA of up to EUR 4 billion under this proposal, would support the economic stabilisation and the structural reform agenda of Egypt, supplementing resources made available under the IMF’s financial arrangement.	(16) Given that there is still a significant residual external financing gap in Egypt’s balance of payments over and above the resources provided by the IMF and other multilateral institutions and regional partners, the Union macro-financial assistance to be provided to Egypt is, under the current exceptional circumstances, considered to be an appropriate response to Egypt’s request for support to the economic stabilisation, in conjunction with the IMF programme. The Union’s macro-financial assistance package, including the MFA of up to EUR 4 billion under this proposal, would support the economic stabilisation and the structural reform agenda of Egypt, supplementing resources made available under the IMF’s financial arrangement.

Amendment 12

Proposal for a decision

Recital 19


Text proposed by the Commission	Amendment
(19) The Commission should ensure that the Union’s macro-financial assistance is legally and substantially in line with the key principles, objectives and measures taken within the different areas of external action and with other relevant Union policies.	(19) The Commission should ensure that the Union’s macro-financial assistance is legally and substantially in line with the key principles, objectives and measures taken within the different areas of external action and with other relevant Union policies, including those relating to democracy, human rights and rule of law, in line with Article 2 of the EU-Egypt Association Agreement.

Amendment 13

Proposal for a decision

Recital 22


Text proposed by the Commission	Amendment
(22) A pre-condition for granting the Union’s macro-financial assistance to Egypt should be that the country continues to make concrete and credible steps towards respecting effective democratic mechanisms – including a multi-party parliamentary system – and the rule of law, and guarantees respect for human rights. In addition, the specific objectives of the Union’s macro-financial assistance should strengthen the efficiency, transparency and accountability of the public finance management systems, the governance and supervision of the financial sector in Egypt and promote structural reforms aimed at supporting sustainable and inclusive growth, decent employment creation and fiscal consolidation. The fulfillment of the pre-condition and the achievement of the specific objectives should be regularly monitored by the Commission services and the European External Action Service.	(22) Macro-financial assistance should remain an economic instrument. However, a pre-condition for granting the Union’s macro-financial assistance to Egypt should be that the country continues to make concrete, credible and tangible steps towards respecting and strengthening effective democratic mechanisms – including a multi-party parliamentary system – and the rule of law, and guaranteeing respect for human rights. In addition, the specific objectives of the Union’s macro-financial assistance should strengthen the efficiency, transparency and accountability of the public finance management systems, the governance and supervision of the financial sector in Egypt and promote structural reforms aimed at supporting sustainable and inclusive growth, decent employment creation and fiscal consolidation. The fulfillment of the pre-condition and the achievement of the specific objectives should be regularly monitored by the Commission services and the European External Action Service.

Amendment 14

Proposal for a decision

Recital 23


Text proposed by the Commission	Amendment
(23) In order to ensure that the Union’s financial interests linked to the Union’s macro-financial assistance are protected efficiently, Egypt should take appropriate measures relating to the prevention of, and fight against, fraud, corruption and any other irregularities linked to the assistance. In addition, a loan agreement to be concluded between the Commission and the Egyptian authorities should contain provisions authorising European Anti-Fraud Office (OLAF) to carry out investigations, including on-the-spot checks and inspections, in accordance with the provisions and procedures laid down in Regulation (EU, Euratom) No 883/2013 of the European Parliament and of the Council3 and Council Regulation (Euratom, EC) No 2185/964 , the Commission and the Court of Auditors to carry out audits and the European Public Prosecutor’s Office to exercise its competences with regard to the provision of the Union’s macro-financial assistance during and after its availability period.	(23) It is essential to underline that Egypt has to meet the necessary economic pre-condition for eligibility. Egypt has demonstrated its solvency and financial stability, which have been verified by the Commission. However, in order to ensure that the Union’s financial interests linked to the Union’s macro-financial assistance are protected efficiently. Egypt should take appropriate measures relating to the prevention of, and fight against, fraud, corruption and any other irregularities linked to the assistance. In addition, a loan agreement to be concluded between the Commission and the Egyptian authorities should contain provisions authorising European Anti-Fraud Office (OLAF) to carry out investigations, including on-the-spot checks and inspections, in accordance with the provisions and procedures laid down in Regulation (EU, Euratom) No 883/2013 of the European Parliament and of the Council3 and Council Regulation (Euratom, EC) No 2185/964 , the Commission and the Court of Auditors to carry out audits and the European Public Prosecutor’s Office to exercise its competences with regard to the provision of the Union’s macro-financial assistance during and after its availability period.
__________________	__________________
3 Regulation (EU, Euratom) No 883/2013 of the European Parliament and of the Council of 11 September 2013 concerning investigations conducted by the European Anti-Fraud Office (OLAF) and repealing Regulation (EC) No 1073/1999 of the European Parliament and of the Council and Council Regulation (Euratom) No 1074/1999 (OJ L 248, 18.9.2013, p. 1).	3 Regulation (EU, Euratom) No 883/2013 of the European Parliament and of the Council of 11 September 2013 concerning investigations conducted by the European Anti-Fraud Office (OLAF) and repealing Regulation (EC) No 1073/1999 of the European Parliament and of the Council and Council Regulation (Euratom) No 1074/1999 (OJ L 248, 18.9.2013, p. 1).
4 Council Regulation (Euratom, EC) No 2185/96 of 11 November 1996 concerning on-the-spot checks and inspections carried out by the Commission in order to protect the European Communities’ financial interests against fraud and other irregularities (OJ L 292, 15.11.1996, p. 2).	4 Council Regulation (Euratom, EC) No 2185/96 of 11 November 1996 concerning on-the-spot checks and inspections carried out by the Commission in order to protect the European Communities’ financial interests against fraud and other irregularities (OJ L 292, 15.11.1996, p. 2).

Amendment 15

Proposal for a decision

Recital 26


Text proposed by the Commission	Amendment
(26) The Union’s macro-financial assistance should be managed by the Commission. In order to ensure that the European Parliament and the Council are able to follow the implementation of this Decision, the Commission should regularly inform them of developments relating to the assistance and provide them with relevant documents.	(26) The Union’s macro-financial assistance should be managed by the Commission. In order to ensure that the European Parliament and the Council are able to follow the implementation of this Decision, the Commission should regularly inform them with an annual report of developments relating to the assistance and on respect for effective democratic mechanisms, as per the pre-conditions referred to in this Decision, and provide them with relevant documents.

Amendment 16

Proposal for a decision

Recital 28


Text proposed by the Commission	Amendment
(28) The Union’s macro-financial assistance should be subject to economic policy conditions, to be laid down in a Memorandum of Understanding. In order to ensure uniform conditions of implementation and for reasons of efficiency, the Commission should be empowered to negotiate such conditions with the Egyptian authorities under the supervision of the committee of representatives of the Member States in accordance with Regulation (EU) No 182/2011. Under that Regulation, the advisory procedure should, as a general rule, apply in all cases other than as provided for in that Regulation. Considering the potentially important impact of assistance of more than EUR 90 million, it is appropriate that the examination procedure be used for operations above that threshold. Considering the amount of the Union’s macro-financial assistance to Egypt, the examination procedure should apply to the adoption of the Memorandum of Understanding, and to any reduction, suspension or cancellation of the assistance.	(28) The Union’s macro-financial assistance should be subject to sustainable economic policy reforms, to be laid down in a Memorandum of Understanding. In order to ensure uniform conditions of implementation and for reasons of efficiency, the Commission should be empowered to negotiate such conditions with the Egyptian authorities under the supervision of the committee of representatives of the Member States in accordance with Regulation (EU) No 182/2011. Under that Regulation, the advisory procedure should, as a general rule, apply in all cases other than as provided for in that Regulation. Considering the potentially important impact of assistance of more than EUR 90 million, it is appropriate that the examination procedure be used for operations above that threshold. Considering the amount of the Union’s macro-financial assistance to Egypt, the examination procedure should apply to the adoption of the Memorandum of Understanding, and to any reduction, suspension or cancellation of the assistance.

Amendment 17

Proposal for a decision

Article 1 – paragraph 1


Text proposed by the Commission	Amendment
1. The Union shall make macro-financial assistance of a maximum amount of up to EUR 4 billion available to Egypt (“the Union’s macro-financial assistance”), with a view to supporting Egypt’s economic stabilisation and a substantive reform agenda. The release of the Union’s macro-financial assistance is subject to the approval of the Union budget for the relevant year by the European Parliament and the Council. The assistance shall contribute to covering Egypt’s balance of payments needs as identified in the IMF programme.	1. The Union shall make macro-financial assistance in the form of concessional loans of a maximum amount of up to EUR 4 billion available to Egypt (“the Union’s macro-financial assistance”), with a view to supporting Egypt’s socio-economic stabilisation and a substantive structural reform agenda, as well as its responsibility to mitigate the effects of irregular migration and managing migratory flows. The release of the Union’s macro-financial assistance is subject to the approval of the Union budget for the relevant year by the European Parliament and the Council. The assistance shall contribute to covering Egypt’s balance of payments needs as identified in the IMF programme.

Amendment 18

Proposal for a decision

Article 1 – paragraph 3 a (new)


Text proposed by the Commission	Amendment
	3a. Macro-financial assistance may, as far as possible, contribute to the Union’s growth and economic resilience.

Amendment 19

Proposal for a decision

Article 2 – paragraph 1


Text proposed by the Commission	Amendment
1. A pre-condition for granting the Union’s macro-financial assistance shall be that Egypt continues to make concrete and credible steps towards respecting effective democratic mechanisms – including a multi-party parliamentary system – and the rule of law, and guarantees respect for human rights.	1. A pre-condition for granting the Union’s macro-financial assistance shall be that Egypt continues to make concrete and credible steps towards respecting and strengthening effective democratic mechanisms – including a multi-party parliamentary system – and the rule of law, and continues to make efforts in order to guarantee respect for human rights.

Amendment 20

Proposal for a decision

Article 2 – paragraph 2


Text proposed by the Commission	Amendment
2. The Commission services and the European External Action Service shall monitor the fulfilment of this pre-condition throughout the life-cycle of the Union’s macro-financial assistance.	2. The Commission services and the European External Action Service shall monitor the fulfilment of this pre-condition throughout the life-cycle of the Union’s macro-financial assistance and report, regularly and in writing, to the European Parliament and the Council on the fulfilment of the economic policy and financial conditions set out in the Memorandum of Understanding.

Amendment 21

Proposal for a decision

Article 3 – paragraph 1


Text proposed by the Commission	Amendment
1. The Commission, in accordance with the examination procedure referred to in Article 7(2), shall agree with the Egyptian authorities on clearly defined economic policy and financial conditions, focusing on structural reforms and sound public finances, to which the Union’s macro-financial assistance is to be subject, to be laid down in a Memorandum of Understanding (“the Memorandum of Understanding”) which shall include a timeframe for the achievement of those reforms. The economic policy and financial conditions set out in the Memorandum of Understanding shall be consistent with the agreements or understandings referred to in Article 1(3), including the macroeconomic adjustment and structural reform programmes implemented by Egypt with the support of the IMF.	1. The Commission, in accordance with the examination procedure referred to in Article 7(2), shall agree with the Egyptian authorities on clearly defined economic policy and financial conditions, focusing on structural reforms, such as the new criminal procedure reform, and sound public finances, to which the Union’s macro-financial assistance is to be subject, to be laid down in a Memorandum of Understanding (“the Memorandum of Understanding”) which shall include a timeframe for the achievement of those reforms. The economic policy and financial conditions set out in the Memorandum of Understanding shall be consistent with the agreements or understandings referred to in Article 1(3), including the macroeconomic adjustment and structural reform programmes implemented by Egypt with the support of the IMF.

Amendment 22

Proposal for a decision

Article 3 – paragraph 2


Text proposed by the Commission	Amendment
2. The conditions referred to in paragraph 1 shall aim, in particular, at enhancing the efficiency, transparency and accountability of the public finance management systems in Egypt, including for the use of the Union’s macro-financial assistance. Progress in mutual market opening, the development of rules-based and fair trade, and other priorities in the context of the Union’s external policy shall also be duly taken into account when designing the policy measures. Progress in attaining those objectives shall be regularly monitored by the Commission.	2. The economic policy and financial conditions referred to in paragraph 1 shall aim, in particular, at enhancing the efficiency, transparency and accountability of the public finance management systems in Egypt, including for the use of the Union’s macro-financial assistance. Progress in mutual market opening, including for SMEs, the development of rules-based and fair trade, sustainable development, good governance and other priorities in the context of the Union’s external policy shall also be duly taken into account when designing the policy measures. Progress in attaining those objectives shall be regularly monitored by the Commission.

Amendment 23

Proposal for a decision

Article 4 – paragraph 4


Text proposed by the Commission	Amendment
4. Where the conditions in paragraph 3 are not met, the Commission shall temporarily suspend or cancel the disbursement of the Union’s macro-financial assistance. In such cases, it shall inform the European Parliament and the Council of the reasons for that suspension or cancellation.	4. Where the conditions in paragraph 3 are not met, the Commission shall temporarily suspend or cancel the disbursement of the Union’s macro-financial assistance. In such cases, it shall inform the European Parliament and the Council without delay of the reasons for that suspension or cancellation.

Amendment 24

Proposal for a decision

Article 5 – paragraph 1


Text proposed by the Commission	Amendment
(1) In order to finance the support under the macro-financial assistance in the form of loans, the Commission shall be empowered, on behalf of the Union, to borrow the necessary funds on the capital markets or from financial institutions in accordance with Article 220a of Regulation (EU, Euratom) 2018/1046.	1. In order to finance the support under the macro-financial assistance in the form of loans, the Commission shall be empowered, on behalf of the Union, to borrow the necessary funds on the capital markets or from financial institutions in accordance with Article 223 of Regulation (EU, Euratom) 2024/2509.

Amendment 25

Proposal for a decision

Article 5 – paragraph 2


Text proposed by the Commission	Amendment
(2) The Commission shall enter into a loan agreement with Egypt in respect of the amount referred to in Article 1. The detailed terms of the support under the MFA in the form of loans shall be laid down in a loan agreement in accordance with Article 220 of the Financial Regulation, to be concluded between the Commission and the Egyptian authorities. The loan agreement shall lay down the availability period and the detailed terms of the support under the macro-financial assistance in the form of loans, including in relation to the internal control systems. The loans shall be granted at terms that allow Egypt to repay the loan over a long period, including a possible grace period. The maximum duration of the loans shall be 35 years. The Commission shall inform the European Parliament and the Council of developments in the operations referred to in paragraph 3.	2. The Commission shall enter into a loan agreement with Egypt in respect of the amount referred to in Article 1. The detailed terms of the support under the MFA in the form of loans shall be laid down in a loan agreement in accordance with Article 223 of the Financial Regulation, to be concluded between the Commission and the Egyptian authorities. The loan agreement shall lay down the availability period and the detailed terms of the support under the macro-financial assistance in the form of loans, including in relation to the internal control systems. Egypt shall reimburse the loan, which shall be granted at terms that allow its repayment over a long period, including, after a formal notification to the European Parliament and the Council, a possible grace period. The maximum duration of the loans shall be 35 years. The Commission shall inform the European Parliament and the Council of developments in the operations referred to in paragraph 3.

Amendment 26

Proposal for a decision

Article 6 – paragraph 1


Text proposed by the Commission	Amendment
1. The Union’s macro-financial assistance shall be implemented in accordance with Regulation (EU, Euratom) No 2018/1046 of the European Parliament and of the Council7.	1. The Union’s macro-financial assistance shall be implemented in accordance with Regulation (EU, Euratom) No 2024/2509 of the European Parliament and of the Council7.
_________________	_________________
7 Regulation (EU, Euratom) No 2018/1046 of the European Parliament and of the Council of 18 July 2018 on the financial rules applicable to the general budget of the Union and repealing Regulation (EC, Euratom) No 966/2012 (OJ L 193, 30.07.2018, p. 1).	7 Regulation (EU, Euratom) 2024/2509 of the European Parliament and of the Council of 23 September 2024 on the financial rules applicable to the general budget of the Union (OJ L, 2024/2509, 26.9.2024, ELI: http://data.europa.eu/eli/reg/2024/2509/oj).

Amendment 27

Proposal for a decision

Article 8 – paragraph 1 – point b


Text proposed by the Commission	Amendment
(b) assess the economic situation and prospects of Egypt, as well as progress made in implementing the policy measures referred to in Article 3(1);	(b) assess the economic situation and prospects of Egypt, as well as progress made in implementing the policy measures referred to in Article 2 and Article 3(1);

Amendment 28

Proposal for a decision

Article 8 – paragraph 1 – point c


Text proposed by the Commission	Amendment
(c) indicate the connection between the economic policy reform measures laid down in the Memorandum of Understanding, Egypt’s on-going economic and fiscal performance and the Commission’s decisions to release the instalments of the Union’s macro-financial assistance.	(c) indicate the connection between Egypt’s economic policy reforms under the Memorandum of Understanding, its fiscal performance, and the release of Union macro-financial assistance, while outlining steps taken towards democratic mechanisms, the rule of law and human rights.

EXPLANATORY STATEMENT

Political dialogue between Egypt and the EU was suspended after the revolution in 2011, and remained frozen through 2015. However, following Sisi’s election as president in May 2014, a rapprochement between Europe and Egypt gradually began to take place. The stability of the country became defining characteristics of European policy towards the Egypt. In 2024 the European Union (‘EU’) and Egypt have agreed to deepen their relationship and develop a strategic and comprehensive partnership for shared prosperity, stability and security, based on joint interest and mutual trust and building on the already existing positive agenda in EU-Egypt relations. The Strategic and Comprehensive Partnership covers specific areas of cooperation outlined in the Joint Declaration, clustered across six pillars of intervention, namely: political relations; economic stability; investment and trade; migration; security and law enforcement cooperation; demography and human capital.

The partnership is based on a financial package consisting of short- and longer-term support for the necessary macro-fiscal and socio-economic reform agenda, as well as increased amounts available to support investments in Egypt and targeted support for the implementation of the different strategic priorities.

Given Egypt’s critical economic and financial situation and Egypt’s role as an important stabilising factor amid geopolitical tensions in an increasingly volatile region, the Commission proposed on 15 March 2024 to support Egypt with macro-financial assistance (‘MFA’) of up to EUR 5 billion in loans as part of the EUR 7.4 billion financial package, divided into a short-term MFA operation of up to EUR 1 billion to be disbursed in one instalment, and a regular MFA operation of up to EUR 4 billion to be disbursed in three instalments.

The short-term MFA was agreed without involvement of the European Parliament for urgency reasons. The rapporteur highlights that this can only be an exception and European Parliament should not be bypassed in the future.

The amount of the proposed two new MFA operations corresponds to 56.7% of the estimated residual financing gap for the period FY24/25-FY26/27. This is consistent with standard practices on burden-sharing for MFA operations (for a country with an Association Agreement, the upper limit would be 60% according to the Council conclusions of 8 October 2002), taking into account the assistance pledged to Egypt by other bilateral and multilateral donors.

The rapporteur would like to point out that the EU’s cooperation with Egypt does not begin with this MFA which is just a piece of the puzzle and in fact consequence of a longstanding cooperation with Egypt on human rights and security highlighted by the Association Agreement/Euro-Mediterranean Agreement (2004), the EU’s new Agenda for the Mediterranean (2021), the Partnership Priorities (2022) and the Joint Declaration launching a new Strategic and Comprehensive partnership (2024). Moreover, Egypt is a strategic, economic, military and geopolitical partner of the EU and the EU is the leading investor in Egypt.

Given the instability in the region, Egypt remains a stable partner that engages in constructive dialogue with its partners. The EU need allies like that in the Middle East, and we need to emphasise their importance.

But Egypt is also hit by a series of external shocks.

A migratory shock first and foremost, with almost 10 million migrants and 800 000 registered refugees. Egypt is also committed to providing access to education for children, access to health services, help in finding housing and help in finding employment, with the support of NGOs. These commitments, if they are to be carried out properly, come at a cost.

A geopolitical shock with the uncertainty of developments in Israel / Palestine and Syria.

An economic shock, because Egypt, like many other countries, is seeing the cost of debt repayment and civil service salaries rise, thus limiting investment capacity.

This MFA is based on strict pre-conditions requiring Egypt to continue to make concrete and credible steps towards democratic mechanism, rule of law and human rights. The rapporteur believes that those pre-conditions embedded in the long-term cooperation with Egypt will lead to reforms and long-term improvements in the country.

Moreover, it is important to underline that Egypt already made big improvements in several areas.

Firstly, on human rights, with a major plan launched in 2021 underlining the country’s commitment to this path. Some may feel that things are not moving fast enough, but it is hard to deny that the country is on the right track.

Then there is the question of the place of women in society, which is very often a thermometer of democracy in a country. Wearing the veil is not compulsory. Women have access to public jobs and elected office (27% of women elected to the House, 13% to the Senate). Although Egyptian society is seen as patriarchal, the position of women has changed considerably in recent years.

This is a financial instrument designed to support our partner in the face of the challenges it faces, but also to help it pursue change. The European Parliament will be closely monitoring progress and the rapporteur is asking the Commission to keep the European Parliament duly informed at all stages of the process. After all, the MFA is a loan and the grants are subject to reimbursement.

To conclude the rapporteur would like to highlight that the MFA is an emergency instrument that has to be granted as soon as possible. The rapporteur is convinced that the MFA will be an effective incentive for – political and financial reforms in the country that will ensure a sustainable partnership between the EU and Egypt.

ANNEX: ENTITIES OR PERSONS FROM WHOM THE RAPPORTEUR HAS RECEIVED INPUT

Pursuant to Article 8 of Annex I to the Rules of Procedure, the rapporteur declares that she received input from the following entities or persons in the preparation of the report, prior to the adoption thereof in committee:

Entity and/or person

European Commission – DG ECFIN

European Commission – DG NEAR

EEAS

Embassy of Egypt

Members of the Egyptian Parliament

Amnesty International

Human Rights Watch

The list above is drawn up under the exclusive responsibility of the rapporteur.

Where natural persons are identified in the list by their name, by their function or by both, the rapporteur declares that she has submitted to the concerned natural persons the European Parliament’s Data Protection Notice No 484 (https://www.europarl.europa.eu/data-protect/index.do), which sets out the conditions applicable to the processing of their personal data and the rights linked to that processing.

MINORITY POSITION

Pursuant to Rule 56(4) of the Rules of Procedure

Vicent Marzà Ibáñez (Greens/EFA)

On behalf of the Greens/EFA group, I would like to express our opposition to the fact that the European Commission has treated Egypt differently from other countries that receive Macro-Financial Assistance (MFA) from the EU.

Following an agreement between the Council and Parliament, all MFAs should, as a pre-condition, respect human rights, democracy, and the rule of law. However, the Commission chose not to adhere to this policy when EC President Ursula von der Leyen announced a package of €7.4 billion in support for Egypt in March 2024, including €5 billion in Macro-Financial Assistance in the form of loans.

We support providing Egypt with macro-financial assistance as a means to improve the living conditions of the Egyptian people, to reduce poverty and inequalities as well as to promote human rights. Our group has previously supported providing macro-financial assistance to alleviate financial burdens for countries in difficulty, while also promoting democratic values and human rights worldwide. However, the Commission must respect the agreements made by Parliament and the Council and act in line with the principles enshrined in the EU Treaties regarding external action.

BUDGETARY ASSESSMENT OF THE COMMITTEE ON BUDGETS (29.1.2025)

for the Committee on International Trade

on the proposal for a decision of the European Parliament and of the Council on providing macro-financial assistance to the Arab Republic of Egypt

(COM(2024)0461 – C10‑0009/2024 – 2024/0071(COD))

Rapporteur for budgetary assessment: Matjaž Nemec

The Committee on Budgets has carried out a budgetary assessment of the proposal under Rule 58 of the Rules of Procedure and has reached the following conclusions:

– having regard to Regulation (EU, Euratom) 2024/2509 of the European Parliament and of the Council of 23 September 2024 on the financial rules applicable to the general budget of the Union [1] (Financial Regulation),

– having regard to Council Regulation (EU, Euratom) 2020/2093 of 17 December 2020 laying down the multiannual financial framework for the years 2021 to 2027 [2],

– having regard to the Interinstitutional Agreement of 16 December 2020 between the European Parliament, the Council of the European Union and the European Commission (IIA) on budgetary discipline, on cooperation in budgetary matters and on sound financial management, as well as on new own resources, including a roadmap towards the introduction of new own resources [3],

A. whereas Egypt continues to face sizeable and unmet financing needs, with an external financing gap estimated by the International Monetary Fund (IMF) programme at around USD 17.7 billion for 2024-2027, requiring substantial international support to maintain economic stability and implement crucial reforms;

B. whereas recently, Egypt’s macro-fiscal situation has deteriorated noticeably, with intensified external pressures and increased debt, reflecting both domestic challenges and external shocks, including the repercussions of Russia’s war against Ukraine and regional instability;

C. whereas the destructive and ongoing conflict in Gaza and the attacks in the Red Sea have severely impacted Egypt’s key sources of foreign currency earnings, particularly tourism revenues and Suez Canal proceeds, while persistent capital outflows and lower services exports have further strained the country’s external position; whereas Egypt’s socio-economic situation, including poverty rates and the Human Development Index, are also expected to be negatively impacted [4];

D. whereas the severe deterioration of external accounts and the strategic importance of regional stability conditionally justify this comprehensive support package, while stressing the need for the EU to work towards a lasting long-term peace solution in the Middle East, which will help alleviate the reasons behind Egypt’s financial struggles;

E. whereas Egypt’s public debt burden had increased substantially to 95.9 % of GDP at the end of the 2022/2023 fiscal year, up from 88.5 % the previous fiscal year, reaching its highest level since 2017 and raising concerns about long-term debt sustainability;

F. whereas Egypt’s real GDP growth declined to 2.4 % in the 2023/2024 fiscal year due to inflation and external pressures, with food price inflation remaining a strain, especially on vulnerable households;

G. whereas all major rating agencies have downgraded Egypt’s sovereign credit ratings to below-investment grade following the outbreak of the conflict in Gaza, reflecting increased regional risks and deteriorating humanitarian and economic conditions; whereas this has further complicated the country’s access to international financial markets;

H. whereas the proposed macro-financial assistance (MFA) of up to EUR 4 billion would help Egypt address its external financing needs while supporting the implementation of structural reforms aimed at improving the macroeconomic situation, strengthening economic governance and transparency, and enhancing conditions for sustainable and inclusive growth;

I. whereas on 12 April 2024, the Council adopted Decision (EU) 2024/1144 providing EUR 1 billion in short-term macro-financial assistance to the Arab Republic of Egypt [5], pursuant to the urgency procedure provided under Article 213 of the Treaty on the Functioning of the European Union (TFEU), bypassing Parliament entirely; whereas the Commission adopted a decision on 20 December 2024 to release this single instalment to Egypt;

J. whereas the IMF has confirmed Egypt’s implementation of key reforms that have contributed to preserving macroeconomic stability despite the challenging environment;

K. whereas the short-term macro-financial assistance was subject to conditions set out in the Memorandum of Understanding (MoU) agreed on and signed by the Commission and the Egyptian authorities on 29 June 2024, including the implementation of economic reforms, concrete and credible steps towards respecting democratic principles, and an on-track IMF programme; whereas the Commission and the European External Action Service undertook a review mission to Cairo in October 2024 and subsequently evaluated the Egyptian authorities’ written compliance reporting, with an overall positive assessment of Egypt’s progress in fulfilling these conditions;

L. whereas Parliament, as one arm of the EU’s budgetary authority, was not involved in the negotiation and drafting of the MoU, which sets out the structural reform measures associated with the proposed MFA operation, including aspects of timing and sequencing for the disbursement of the initial assistance of EUR 1 billion;

M. whereas the MoU to be concluded with the Egyptian authorities for the remainder of the MFA is an essential part of the assistance itself; whereas Parliament’s lack of involvement in this process severely hinders its budgetary scrutiny; whereas it is necessary to find an appropriate way to involve Parliament when such memorandums with non-EU countries are negotiated by the Commission;

N. whereas the MoU should crucially provide the Commission with a mechanism to monitor progress as regards the implementation of structural reforms, notably the specific conditions for disbursement of the assistance;

1. Recalls that while MFA is meant to be an exceptional crisis response instrument and should not serve as a substitute for structural development aid, its increasing use to address structural economic challenges in partner countries risks diluting its emergency nature;

2. Highlights the importance of MFA in urgently addressing the situation in Egypt, taking into account Egypt’s critical economic and financial situation and its role as an important stabilising actor in an increasingly volatile region;

3. Regrets the fact that the first proposal of this package bypassed the co-decision rights of Parliament and undermined its democratic oversight role by using Article 213 TFEU instead of Article 212 TFEU; insists that this should not set a precedent and that Parliament’s rights and role should be respected in future proposals; emphasises that MFA is an instrument requiring proper parliamentary and budgetary scrutiny;

4. Notes that the Commission proposal of EUR 4 billion in MFA requires EUR 360 million in provisioning under the External Action Guarantee from the Neighbourhood, Development and International Cooperation Instrument – Global Europe, which represents a significant allocation of limited resources;

5. Recalls its previous concerns about the effectiveness of MFA in driving sustainable reforms; acknowledges, however, that linking this assistance to the broader strategic partnership framework can, when properly implemented, provide stronger leverage for implementing the agreed reform agenda; recalls that the partnership priorities cover three broad areas, namely sustainable modern economy and social development, partnering in foreign policy, and enhancing stability;

6. Takes note of Egypt’s overall compliance with reform implementation under the previous MFA; reiterates its calls for transparent and timely reporting of assistance implementation; calls for adequate monitoring mechanisms with clear benchmarks and outcomes to be established in the MoU, and for regular reporting to the budgetary authority on developments related to the assistance, given the unprecedented size of this MFA package;

7. Notes that while the MFA loan structure spreads repayments over a longer period, this creates extended contingent liabilities for the EU budget that require careful monitoring over multiple financial frameworks;

8. Emphasises that the MFA constitutes a general budgetary support instrument for the benefit of Egypt and that the EU has no control over how the funds are actually spent; nevertheless encourages the Egyptian authorities and counterparties to disclose information on spending at the Commission’s request;

9. Recalls that Article 6 of the Financial Regulation establishes the obligation for the Commission to ensure compliance with the Charter of Fundamental Rights of the EU and to respect the values enshrined in Article 2 of the Treaty on European Union when implementing the EU budget; stresses that such a budgetary principle constitutes a core legal requirement for any form of EU financial assistance; underscores, therefore, the fact that the proposal lacks sufficient safeguards and clear benchmarks to measure progress towards compliance, particularly regarding respect for human dignity, freedom, democracy, equality, the rule of law and human rights, including the rights of persons belonging to minorities and freedom of belief, in order to protect the EU’s financial interests and ensure the MFA’s implementation in accordance with the Regulation;

10. Recalls that a pre-condition for granting MFA involves respecting effective democratic mechanisms, including a multiparty parliamentary system and the rule of law, and guaranteeing respect for human rights; highlights that, in this case, Egypt should continue to make concrete and credible steps towards respecting these criteria; emphasises the need to ensure their robust implementation;

11. Emphasises that strict adherence to democratic principles, the rule of law and fundamental freedoms should remain non-negotiable prerequisites for accessing EU financial support; calls on the Commission to withhold disbursements in the absence of credible progress on these fronts; notes that the Commission’s decision to disburse the short-term macro-financial assistance reflects Egypt’s progress in implementing reforms and the EU’s commitment to supporting Egypt’s economic stabilisation and reform agenda under the strategic and comprehensive partnership, while noting that human rights challenges in Egypt remain significant; stresses, in this respect, the importance of Egypt’s stability and its crucial role in the region, particularly in the current geopolitical context;

12. Regrets Parliament’s lack of involvement in and scrutiny of the MoU concluded between the Commission and the Egyptian authorities, which, among other things, includes important budgetary provisions that fall within the remit of Parliament, will determine clearly defined economic policy and financial conditions, focusing on structural reforms and sound public finances, and will include a time frame for achieving those reforms, which are linked to loan disbursement;

13. Concludes that the proposal for a decision of the European Parliament and of the Council on providing macro-financial assistance to the Arab Republic of Egypt is compatible with the elements referred to in Rule 58(3) of the Rules of Procedure.

As part of its budgetary assessment, the Committee on Budgets also submits the following amendments to the proposal:

Amendment 1

Proposal for a decision

Recital 1 a (new)


Text proposed by the Commission	Amendment
	(1a) This Decision has implications for the Union budget. Accordingly, the European Parliament’s Committee on Budgets adopted a budgetary assessment, which forms an integral part of Parliament’s mandate for negotiations.

Amendment 38

Proposal for a decision

Article 5 – paragraph 1


Text proposed by the Commission	Amendment
(1) In order to finance the support under the macro-financial assistance in the form of loans, the Commission shall be empowered, on behalf of the Union, to borrow the necessary funds on the capital markets or from financial institutions in accordance with Article 220a of Regulation (EU, Euratom) 2018/1046.	(1) In order to finance the support under the macro-financial assistance in the form of loans, the Commission shall be empowered, on behalf of the Union, to borrow the necessary funds on the capital markets or from financial institutions in accordance with Article 223 of Regulation (EU, Euratom) 2024/2509.

Amendment 39

Proposal for a decision

Article 5 – paragraph 2


Text proposed by the Commission	Amendment
(2) The Commission shall enter into a loan agreement with Egypt in respect of the amount referred to in Article 1. The detailed terms of the support under the MFA in the form of loans shall be laid down in a loan agreement in accordance with Article 220 of the Financial Regulation, to be concluded between the Commission and the Egyptian authorities. The loan agreement shall lay down the availability period and the detailed terms of the support under the macro-financial assistance in the form of loans, including in relation to the internal control systems. The loans shall be granted at terms that allow Egypt to repay the loan over a long period, including a possible grace period. The maximum duration of the loans shall be 35 years. The Commission shall inform the European Parliament and the Council of developments in the operations referred to in paragraph 3.	(2) The Commission shall enter into a loan agreement with Egypt in respect of the amount referred to in Article 1. The detailed terms of the support under the MFA in the form of loans shall be laid down in a loan agreement in accordance with Article 223 of the Financial Regulation, to be concluded between the Commission and the Egyptian authorities. The loan agreement shall lay down the availability period and the detailed terms of the support under the macro-financial assistance in the form of loans, including in relation to the internal control systems. The loans shall be granted at terms that allow Egypt to repay the loan over a long period, including a possible grace period. The maximum duration of the loans shall be 35 years. The Commission shall inform the European Parliament and the Council of developments in the operations referred to in paragraph 3.

Amendment 40

Proposal for a decision

Article 6 – paragraph 1


Text proposed by the Commission	Amendment
(1) The Union’s macro-financial assistance shall be implemented in accordance with Regulation (EU, Euratom) No 2018/1046 of the European Parliament and of the Council7.	(1) The Union’s macro-financial assistance shall be implemented in accordance with Regulation (EU, Euratom) No 2024/2509 of the European Parliament and of the Council7.
_________________	_________________
7 Regulation (EU, Euratom) No 2018/1046 of the European Parliament and of the Council of 18 July 2018 on the financial rules applicable to the general budget of the Union and repealing Regulation (EC, Euratom) No 966/2012 (OJ L 193, 30.07.2018, p. 1).	7 Regulation (EU, Euratom) 2024/2509 of the European Parliament and of the Council of 23 September 2024 on the financial rules applicable to the general budget of the Union (recast) (OJ L, 2024/2509, 26.9.2024, ELI: http://data.europa.eu/eli/reg/2024/2509/oj).

Amendment 41

Proposal for a decision

Article 8 – paragraph 1 – point b


Text proposed by the Commission	Amendment
(b) assess the economic situation and prospects of Egypt, as well as progress made in implementing the policy measures referred to in Article 3(1);	(b) assess the economic situation and prospects of Egypt, as well as progress made in implementing the policy measures referred to in Articles 2 and 3(1);

ANNEX: ENTITIES OR PERSONS
FROM WHOM THE RAPPORTEUR FOR BUDGETARY ASSESSMENT HAS RECEIVED INPUT

Pursuant to Article 8 of Annex I to the Rules of Procedure, the rapporteur for budgetary assessment declares that he received input from the following entities or persons in the preparation of the budgetary assessment, prior to the adoption thereof in committee:

Entity and/or person

European Commission

Ambassador of Egypt to the EU

Head of delegation of the European Union to Egypt

The Minister of Foreign Affairs of the Arab Republic of Egypt

The list is drawn up under the exclusive responsibility of the rapporteur for budgetary assessment.

Where natural persons are identified in the list by their name, by their function or by both, the rapporteur for budgetary assessment declares that he has submitted to the natural persons concerned the European Parliament’s Data Protection Notice No 484 (https://www.europarl.europa.eu/data-protect/index.do), which sets out the conditions applicable to the processing of their personal data and the rights linked to that processing.

PROCEDURE – COMMITTEE ASKED FOR BUDGETARY ASSESSMENT

Title	Macro-financial assistance to the Arab Republic of Egypt
References	COM(2024)0461 – C10-0009/2024 – 2024/0071(COD)
Committee(s) responsible	INTA
Date announced in plenary	BUDG 13.11.2024
Rapporteur for budgetary assessment Date appointed	Matjaž Nemec 24.10.2024
Discussed in committee	16.1.2025
Date adopted	29.1.2025
Result of final vote	+: –: 0:	32 5 1
Members present for the final vote	Georgios Aftias, Rasmus Andresen, Isabel Benjumea Benjumea, Tobiasz Bocheński, Olivier Chastel, Tamás Deutsch, Angéline Furet, Jens Geier, Thomas Geisel, Jean-Marc Germain, Sandra Gómez López, Monika Hohlmeier, Alexander Jungbluth, Janusz Lewandowski, Giuseppe Lupo, Siegfried Mureşan, Matjaž Nemec, Danuše Nerudová, João Oliveira, Ruggero Razza, Karlo Ressler, Julien Sanchez, Hélder Sousa Silva, Joachim Streit, Carla Tavares, Nils Ušakovs, Lucia Yar, Auke Zijlstra
Substitutes present for the final vote	Damian Boeselager, Michalis Hadjipantela, Moritz Körner, Tiago Moreira de Sá, Rasmus Nordqvist, Michele Picaro, Jacek Protas, Beata Szydło
Members under Rule 216(7) present for the final vote	Thierry Mariani, Aodhán Ó Ríordáin

FINAL VOTE BY ROLL CALL
IN COMMITTEE ASKED FOR BUDGETARY ASSESSMENT

32	+
ECR	Tobiasz Bocheński, Michele Picaro, Ruggero Razza, Beata Szydło
NI	Thomas Geisel
PPE	Georgios Aftias, Isabel Benjumea Benjumea, Michalis Hadjipantela, Monika Hohlmeier, Janusz Lewandowski, Siegfried Mureşan, Danuše Nerudová, Jacek Protas, Karlo Ressler, Hélder Sousa Silva
PfE	Tamás Deutsch, Angéline Furet, Thierry Mariani, Tiago Moreira de Sá, Julien Sanchez
Renew	Olivier Chastel, Moritz Körner, Joachim Streit, Lucia Yar
S&D	Jens Geier, Jean-Marc Germain, Sandra Gómez López, Giuseppe Lupo, Matjaž Nemec, Aodhán Ó Ríordáin, Carla Tavares, Nils Ušakovs

5	–
PfE	Auke Zijlstra
The Left	João Oliveira
Verts/ALE	Rasmus Andresen, Damian Boeselager, Rasmus Nordqvist

1	0
ESN	Alexander Jungbluth

Key to symbols:

+ : in favour

– : against

0 : abstention

OPINION OF THE COMMITTEE ON FOREIGN AFFAIRS (30.1.2025)

for the Committee on International Trade

on the proposal for a decision of the European Parliament and of the Council on providing macro-financial assistance to the Arab Republic of Egypt

(COM(2024)0461 – C10‑0009/2024 – 2024/0071(COD))

Rapporteur for opinion: Tineke Strik

SHORT JUSTIFICATION

As enshrined in the Treaties, the EU is required to uphold and promote the principles of human rights, democracy and the rule of law in its external action. While acknowledging the importance of the EU-Egypt strategic partnership and the need for MFA-support to Egypt in light of the economic impact of, among others, the current geopolitical situation, this opinion aims to integrate human rights, democracy and the rule of law as core parts of the MFA and to strengthen provisions related to parliamentary scrutiny and transparency. The Rapporteur is pleased that the Foreign Affairs Committee (AFET) confirmed that these founding principles of the EU should form the basis of EU-Egypt relations, and concrete improvement from Egypt in this regard is a precondition for the disbursement of the MFA. Moreover, the vote confirmed that the AFET Committee is convinced that Commission services and the European External Action Service have the responsibility to integrate this approach into the Memorandum of Understanding to be negotiated with Egypt, and report on progress on the specific conditions to the European Parliament and Council. Payment of each instalment should be subject to concrete improvements on human rights, democracy and the rule of law. The Rapporteur has full trust that the competences of the AFET Committee will be integrated into the report of the Committee on International Trade, and will engage with the respective Rapporteur to that end.

AMENDMENTS

The Committee on Foreign Affairs submits the following to the Committee on International Trade, as the committee responsible:

Amendment 1

Proposal for a decision

Recital 3


Text proposed by the Commission	Amendment
(3) In line with the Partnership Priorities, the EU and Egypt are committed to ensuring accountability, the rule of law, the full respect of human rights, fundamental freedoms, promoting democracy, gender equality and equal opportunities as constitutional rights of all their citizens. These commitments contribute to the advancement of the partnership and to Egypt’s sustainable development and stability. The increased and constructive engagement between the EU and Egypt in the last period has opened the path to more meaningful dialogue on human rights related issues. The subcommittee on Political Matters, Human Rights and Democracy, International and Regional issues of December 2022 and the Association Committee of May 2023 provided the institutional platforms to exchange on an array of human rights issues, which the EU would like to continue and build on. The improvement of the human rights situation in Egypt will have a positive impact on EU-Egypt relations.	(3) In line with the Partnership Priorities, the EU and Egypt are committed to ensuring accountability, the rule of law, the full respect of human rights, fundamental freedoms, promoting democracy, gender equality and equal opportunities as constitutional rights of all their citizens. These commitments contribute to the advancement of the partnership and to Egypt’s sustainable social and economic development and stability. The increased and constructive engagement between the EU and Egypt in the last period has opened the path to more meaningful dialogue on human rights related issues. The subcommittee on Political Matters, Human Rights and Democracy, International and Regional issues of December 2022 and the Association Committee of May 2023 provided the institutional platforms to exchange on an array of human rights issues, which the EU would like to continue and build on. A future improvement of the human rights situation in Egypt, such as improving the rights to freedom of expression, association and peaceful assembly, introducing a moratorium on death penalty, combating torture and enforced disappearances, and improving the conditions of prisons, will have a positive impact on EU-Egypt relations.

Amendment 2

Proposal for a decision

Recital 5


Text proposed by the Commission	Amendment
(5) The EU recognises Egypt’s key role for regional security and stability. Terrorism, organised crime and conflicts are common threats against our security and the social fabric of nations across both sides of the Mediterranean. Therefore, the EU and Egypt have a common interest in strengthening cooperation highlighted in the Partnership Priorities, in full compliance with international law, including human rights and international humanitarian law.	(5) The EU recognises Egypt’s key role for regional security and stability, and has a strong interest in preventing short-term economic instability in that country that could have broader consequences as well as benefit geopolitical rivals. Terrorism, organised crime, disinformation, conflicts and persecution of religious and ethnic minorities are common threats against our security and the social fabric of nations across both sides of the Mediterranean. Therefore, the EU and Egypt have a common interest in strengthening cooperation highlighted in the Partnership Priorities, in full compliance with international law, including human rights and international humanitarian law, as well as in promoting joint interests and addressing common challenges.

Amendment 3

Proposal for a decision

Recital 6


Text proposed by the Commission	Amendment
(6) Recalling the geo-political challenges, such as the consequences of Hamas terrorist attacks across Israel on 7 October 2023 as well as the conflict in Sudan, and the strategic importance of Egypt as the largest country in the region and a pillar of stability for the whole Middle East, the Union is embarking on concluding a Strategic and Comprehensive partnership with Egypt as outlined in the Joint Declaration.	(6) Recalling the geo-political challenges, such as the broader consequences of the situation in the Middle East following the Hamas terrorist attacks of 7 October 2023, as well as the armed conflict in Sudan and instability in Syria, and the strategic importance of Egypt as the largest country in the region and a pillar of stability and security for the whole Middle East, the Union is embarking on concluding a Strategic and Comprehensive partnership with Egypt as outlined in the Joint Declaration.

Amendment 4

Proposal for a decision

Recital 9


Text proposed by the Commission	Amendment
(9) Egypt’s macro-fiscal situation has faced significant challenges and deteriorated substantially over recent months, as external pressures have intensified and public debt has increased further, with substantial downside risks to the economic outlook persisting. The repercussions of Russia’s war on Ukraine and of Hamas terrorist attacks against Israel have led to protracted capital outflows and lower foreign currency receipts, notably due to sharply falling income from tourism and Suez Canal proceeds. This is particularly challenging amid Egypt’s difficult fiscal situation, which is characterised by constant fiscal deficits and high and growing debt to GDP ratios.	(9) Egypt’s macro-fiscal situation has faced significant challenges and deteriorated substantially over recent months, as external pressures have intensified and public debt has increased further, with substantial downside risks to the economic outlook persisting. The repercussions of Russia’s war on Ukraine and of the situation in the Middle East have led to protracted capital outflows and lower foreign currency receipts, notably due to sharply falling income from tourism and Suez Canal proceeds. This is particularly challenging amid Egypt’s difficult fiscal situation, which is characterised by constant fiscal deficits and high and growing debt to GDP ratios. Moreover, instability and uncertainty in Syria would further exacerbate the already existing macro-financial issues for Egypt.

Amendment 5

Proposal for a decision

Recital 19


Text proposed by the Commission	Amendment
(19) The Commission should ensure that the Union’s macro-financial assistance is legally and substantially in line with the key principles, objectives and measures taken within the different areas of external action and with other relevant Union policies.	(19) As enshrined in Article 212 TFEU, the Commission should ensure that the Union’s macro-financial assistance is legally and substantially in line with the key principles, objectives and measures taken within the different areas of external action, and in particular with Article 2 of the EU-Egypt Association Agreement of 2004 concerning the respect of democratic principles and fundamental human rights and with other relevant Union policies.

Amendment 6

Proposal for a decision

Recital 22


Text proposed by the Commission	Amendment
(22) A pre-condition for granting the Union’s macro-financial assistance to Egypt should be that the country continues to make concrete and credible steps towards respecting effective democratic mechanisms – including a multi-party parliamentary system – and the rule of law, and guarantees respect for human rights. In addition, the specific objectives of the Union’s macro-financial assistance should strengthen the efficiency, transparency and accountability of the public finance management systems, the governance and supervision of the financial sector in Egypt and promote structural reforms aimed at supporting sustainable and inclusive growth, decent employment creation and fiscal consolidation. The fulfillment of the pre-condition and the achievement of the specific objectives should be regularly monitored by the Commission services and the European External Action Service.	(22) A pre-condition for granting the Union’s macro-financial assistance to Egypt should be that the country takes concrete and credible steps towards respecting and enhancing effective democratic mechanisms – including a multi-party parliamentary system – and the rule of law, and guarantees respect for human rights, In addition, the specific objectives of the Union’s macro-financial assistance should strengthen the efficiency, transparency and accountability of the public finance management systems, the governance and supervision of the financial sector in Egypt and promote structural reforms aimed at supporting sustainable and inclusive growth, decent employment creation and fiscal consolidation. The fulfillment of the pre-condition and the achievement of the specific objectives should be regularly monitored by the Commission services and the European External Action Service.

Amendment 7

Proposal for a decision

Recital 26


Text proposed by the Commission	Amendment
(26) The Union’s macro-financial assistance should be managed by the Commission. In order to ensure that the European Parliament and the Council are able to follow the implementation of this Decision, the Commission should regularly inform them of developments relating to the assistance and provide them with relevant documents.	(26) The Union’s macro-financial assistance should be managed by the Commission. In order to ensure that the European Parliament and the Council are able to follow the implementation of this Decision, the Commission should regularly inform them with an annual report of developments relating to the assistance and on the respect of effective democratic mechanisms, as per the pre-conditions referred to in this Decision and, provide them with relevant documents.

Amendment 8

Proposal for a decision

Recital 28


Text proposed by the Commission	Amendment
(28) The Union’s macro-financial assistance should be subject to economic policy conditions, to be laid down in a Memorandum of Understanding. In order to ensure uniform conditions of implementation and for reasons of efficiency, the Commission should be empowered to negotiate such conditions with the Egyptian authorities under the supervision of the committee of representatives of the Member States in accordance with Regulation (EU) No 182/2011. Under that Regulation, the advisory procedure should, as a general rule, apply in all cases other than as provided for in that Regulation. Considering the potentially important impact of assistance of more than EUR 90 million, it is appropriate that the examination procedure be used for operations above that threshold. Considering the amount of the Union’s macro-financial assistance to Egypt, the examination procedure should apply to the adoption of the Memorandum of Understanding, and to any reduction, suspension or cancellation of the assistance.	(28) The Union’s macro-financial assistance should be subject to economic policy and democracy, rule of law and human rights conditions, to be laid down in a Memorandum of Understanding. In order to ensure uniform conditions of implementation and for reasons of efficiency, the Commission should be empowered to negotiate such conditions with the Egyptian authorities under the supervision of the committee of representatives of the Member States in accordance with Regulation (EU) No 182/2011. Under that Regulation, the advisory procedure should, as a general rule, apply in all cases other than as provided for in that Regulation. Considering the potentially important impact of assistance of more than EUR 90 million, it is appropriate that the examination procedure be used for operations above that threshold. Considering the amount of the Union’s macro-financial assistance to Egypt, the examination procedure should apply to the adoption of the Memorandum of Understanding, and to any reduction, suspension or cancellation of the assistance.

Amendment 9

Proposal for a decision

Article 1 – paragraph 3 – subparagraph 1


Text proposed by the Commission	Amendment
The release of the Union’s macro-financial assistance shall be managed by the Commission in a manner consistent with the agreements or understandings reached between the IMF and Egypt, and with the key principles and objectives of economic reforms set out in the EU-Egypt Association Agreement.	The release of the Union’s macro-financial assistance shall be managed by the Commission in a manner consistent with the agreements or understandings reached between the IMF and Egypt, and with the key principles and objectives set out in the EU-Egypt Association Agreement.

Amendment 10

Proposal for a decision

Article 1 – paragraph 3 – subparagraph 2


Text proposed by the Commission	Amendment
The Commission shall regularly inform the European Parliament and the Council of developments regarding the Union’s macro-financial assistance, including disbursements thereof, and shall provide those institutions with the relevant documents in due time.	The Commission shall regularly inform the European Parliament and the Council of developments regarding the Union’s macro-financial assistance, including disbursements thereof, as well as on the progress made relating to economic and democratic reforms in Egypt, and shall provide those institutions with the relevant documents, including third-party independent assessments, in due time.

Amendment 11

Proposal for a decision

Article 1 – paragraph 3 – subparagraph 2 a (new)


Text proposed by the Commission	Amendment
	The transparent management of funds allocated under this macro-financial assistance is essential in order to ensure that resources are used wisely, in accordance with the set objectives. The Union shall ensure that effective and independent control and audit mechanisms are put in place to prevent any misappropriation.

Amendment 12

Proposal for a decision

Article 2 – paragraph 1


Text proposed by the Commission	Amendment
1. A pre-condition for granting the Union’s macro-financial assistance shall be that Egypt continues to make concrete and credible steps towards respecting effective democratic mechanisms – including a multi-party parliamentary system – and the rule of law, and guarantees respect for human rights.	1. A pre-condition for granting the Union’s macro-financial assistance shall be that Egypt takes concrete and credible steps towards respecting effective democratic mechanisms – including a multi-party parliamentary system – and the rule of law, and made a quantitative and substantial improvement in the respect for human rights, since the signing in June 2024 of the Memorandum of Understanding linked to the EUR 1 billion macro-financial assistance package, and that it continues to make concrete and credible improvements in those areas throughout the period covered by this Decision.

Amendment 13

Proposal for a decision

Article 2 – paragraph 2


Text proposed by the Commission	Amendment
2. The Commission services and the European External Action Service shall monitor the fulfilment of this pre-condition throughout the life-cycle of the Union’s macro-financial assistance.	2. The Commission services and the European External Action Service shall monitor the fulfilment of this pre-condition throughout the life-cycle of the Union’s macro-financial assistance in a transparent process in which civil society and international entities such as UN organisations are able to contribute, and report, regularly and in writing, to the European Parliament on the conditions referred to in Article 2 (1).

Amendment 14

Proposal for a decision

Article 3 – paragraph 1


Text proposed by the Commission	Amendment
1. The Commission, in accordance with the examination procedure referred to in Article 7(2), shall agree with the Egyptian authorities on clearly defined economic policy and financial conditions, focusing on structural reforms and sound public finances, to which the Union’s macro-financial assistance is to be subject, to be laid down in a Memorandum of Understanding (“the Memorandum of Understanding”) which shall include a timeframe for the achievement of those reforms. The economic policy and financial conditions set out in the Memorandum of Understanding shall be consistent with the agreements or understandings referred to in Article 1(3), including the macroeconomic adjustment and structural reform programmes implemented by Egypt with the support of the IMF.	1. The Commission, in accordance with the examination procedure referred to in Article 7(2), shall agree with the Egyptian authorities on clearly defined economic policy and financial conditions, focusing on structural reforms and sound public finances, as well as on democracy, rule of law and human rights conditions, to which the Union’s macro-financial assistance and the release of each separate instalment is to be subject, to be laid down in a Memorandum of Understanding (“the Memorandum of Understanding”) which shall include a timeframe for the achievement of those reforms. The economic policy and financial conditions set out in the Memorandum of Understanding shall be consistent with the agreements or understandings referred to in Article 1(3), including the macroeconomic adjustment and structural reform programmes implemented by Egypt with the support of the IMF.

Amendment 15

Proposal for a decision

Article 3 – paragraph 2


Text proposed by the Commission	Amendment
2. The conditions referred to in paragraph 1 shall aim, in particular, at enhancing the efficiency, transparency and accountability of the public finance management systems in Egypt, including for the use of the Union’s macro-financial assistance. Progress in mutual market opening, the development of rules-based and fair trade, and other priorities in the context of the Union’s external policy shall also be duly taken into account when designing the policy measures. Progress in attaining those objectives shall be regularly monitored by the Commission.	2. The conditions referred to in paragraph 1 shall aim, in particular, at introducing reforms towards respecting effective democratic mechanisms – including a multi-party parliamentary system – and the rule of law, and ensuring respect for human rights, enhancing the efficiency, transparency and accountability of the public finance management systems in Egypt, including for the use of the Union’s macro-financial assistance. Progress in mutual market opening, poverty reduction, good governance, the fight against corruption, the development of rules-based and fair trade, and other priorities in the context of the Union’s external policy, including those relating to democracy, rule of law and human rights, shall also be duly taken into account when designing the policy measures. Progress in attaining those objectives shall be regularly monitored by the Commission.

Amendment 16

Proposal for a decision

Article 4 – paragraph 3 – subparagraph 1 – point c


Text proposed by the Commission	Amendment
(c) the satisfactory implementation of the economic policy conditions and financial conditions agreed in the Memorandum of Understanding.	(c) the satisfactory implementation of the economic policy conditions, financial conditions, and democracy, rule of law and human rights conditions, agreed in the Memorandum of Understanding.

Amendment 17

Proposal for a decision

Article 8 – paragraph 1 – point c a (new)


Text proposed by the Commission	Amendment
	(ca) outline the concrete and credible steps Egypt has taken towards respecting effective democratic mechanisms, including a multi-party parliamentary system, and the rule of law, and towards ensuring respect for human rights.

ANNEX: ENTITIES OR PERSONS
FROM WHOM THE RAPPORTEUR HAS RECEIVED INPUT

Pursuant to Article 8 of Annex I to the Rules of Procedure, the rapporteur for the opinion received input from the following entities or persons in the preparation of the opinion:

Entity and/or person

European Commission – DG ECFIN

EEAS

Various Egyptian authorities on multiple occassion

Amnesty International

Euromed Rights

CIHRS

Egyptian Front for Human Rights

Committee to Protect Journalists

Various Members of the Egyptian Parliament

UNHCR

Save the Children

Frontex

Various diplomats of EU Member States in Caïro

Various local civil society organisations in Egypt

Third country diplomat in Egypt

The list above is drawn up under the exclusive responsibility of the rapporteur for the opinion.

Where natural persons are identified in the list by their name, by their function or by both, the rapporteur for the opinion declares that she has submitted to the concerned natural persons the European Parliament’s Data Protection Notice No 484 (https://www.europarl.europa.eu/data-protect/index.do), which sets out the conditions applicable to the processing of their personal data and the rights linked to that processing.

PROCEDURE – COMMITTEE ASKED FOR OPINION

Title	Macro-financial assistance to the Arab Republic of Egypt
References	COM(2024)0461 – C10-0009/2024 – 2024/0071(COD)
Committee(s) responsible	INTA
Opinion by Date announced in plenary	AFET 13.11.2024
Rapporteur for the opinion Date appointed	Tineke Strik 14.10.2024
Discussed in committee	3.12.2024
Date adopted	30.1.2025
Result of final vote	+: –: 0:	59 6 7
Members present for the final vote	Mika Aaltola, Lucia Annunziata, Petras Auštrevičius, Jordan Bardella, Dan Barna, Wouter Beke, Robert Biedroń, Ioan-Rareş Bogdan, Marc Botenga, Grzegorz Braun, Sebastião Bugalho, Danilo Della Valle, Özlem Demirel, Elio Di Rupo, Michael Gahler, Geadis Geadi, Giorgos Georgiou, Raphaël Glucksmann, Bernard Guetta, Rima Hassan, Rasa Juknevičienė, Sandra Kalniete, Łukasz Kohut, Rihards Kols, Andrey Kovatchev, Vilis Krištopans, Nathalie Loiseau, Claudiu Manda, David McAllister, Sven Mikser, Francisco José Millán Mon, Arkadiusz Mularczyk, Leoluca Orlando, Kostas Papadakis, Tonino Picula, Thijs Reuten, Nacho Sánchez Amor, Andreas Schieder, Alexander Sell, Villy Søvndal, Davor Ivo Stier, Sebastiaan Stöteler, Stanislav Stoyanov, Marie-Agnes Strack-Zimmermann, Michał Szczerba, António Tânger Corrêa, Marta Temido, Cristian Terheş, Riho Terras, Hermann Tertsch, Pierre-Romain Thionnet, Sebastian Tynkkynen, Reinier Van Lanschot, Roberto Vannacci, Hilde Vautmans, Harald Vilimsky, Željana Zovko
Substitutes present for the final vote	Jaume Asens Llodrà, Malik Azmani, Engin Eroglu, Sandra Gómez López, Evin Incir, András László, Ana Catarina Mendes, Hans Neuhoff, Nicolás Pascual de la Parte, Chloé Ridel, Tineke Strik, Şerban Dimitrie Sturdza, Ingeborg Ter Laak, Matej Tonin, Ivaylo Valchev, Isabel Wiseler-Lima
Members under Rule 216(7) present for the final vote	Catarina Vieira

FINAL VOTE BY ROLL CALL IN COMMITTEE ASKED FOR OPINION

59	+
ECR	Geadis Geadi, Rihards Kols, Arkadiusz Mularczyk, Şerban Dimitrie Sturdza, Cristian Terheş, Ivaylo Valchev
PPE	Mika Aaltola, Wouter Beke, Ioan-Rareş Bogdan, Sebastião Bugalho, Michael Gahler, Rasa Juknevičienė, Sandra Kalniete, Łukasz Kohut, Andrey Kovatchev, David McAllister, Francisco José Millán Mon, Nicolás Pascual de la Parte, Davor Ivo Stier, Michał Szczerba, Ingeborg Ter Laak, Riho Terras, Matej Tonin, Isabel Wiseler-Lima, Željana Zovko
PfE	András László, António Tânger Corrêa, Hermann Tertsch, Roberto Vannacci
Renew	Petras Auštrevičius, Malik Azmani, Dan Barna, Engin Eroglu, Bernard Guetta, Nathalie Loiseau, Marie-Agnes Strack-Zimmermann, Hilde Vautmans
S&D	Lucia Annunziata, Robert Biedroń, Elio Di Rupo, Raphaël Glucksmann, Sandra Gómez López, Evin Incir, Claudiu Manda, Ana Catarina Mendes, Sven Mikser, Tonino Picula, Thijs Reuten, Nacho Sánchez Amor, Andreas Schieder, Marta Temido
The Left	Özlem Demirel, Rima Hassan
Verts/ALE	Jaume Asens Llodrà, Leoluca Orlando, Villy Søvndal, Tineke Strik, Reinier Van Lanschot, Catarina Vieira

6	–
NI	Grzegorz Braun, Kostas Papadakis
PfE	Jordan Bardella, Sebastiaan Stöteler, Pierre-Romain Thionnet, Harald Vilimsky

7	0
ECR	Sebastian Tynkkynen
ESN	Hans Neuhoff, Alexander Sell, Stanislav Stoyanov
The Left	Marc Botenga, Danilo Della Valle, Giorgos Georgiou

Key to symbols:

+ : in favour

– : against

0 : abstention

PROCEDURE – COMMITTEE RESPONSIBLE

Title	Macro-financial assistance to the Arab Republic of Egypt
References	COM(2024)0461 – C10-0009/2024 – 2024/0071(COD)
Date submitted to Parliament	15.3.2024
Committee(s) responsible	INTA
Committees asked for opinions Date announced in plenary	AFET 13.11.2024
Rapporteurs Date appointed	Céline Imart 30.9.2024
Discussed in committee	14.10.2024	30.1.2025
Date adopted	20.3.2025
	BUDG 29.1.2025
Result of final vote	+: –: 0:	28 7 5
Members present for the final vote	Christophe Bay, Brando Benifei, Anna Bryłka, Udo Bullmann, Benoit Cassart, Markéta Gregorová, Bart Groothuis, Céline Imart, Karin Karlsbro, Bernd Lange, Ilia Lazarov, Thierry Mariani, Javier Moreno Sánchez, Ştefan Muşoiu, Daniele Polato, Majdouline Sbai, Lukas Sieper, Dominik Tarczyński, Francesco Torselli, Kathleen Van Brempt, Jörgen Warborn, Iuliu Winkler, Bogdan Andrzej Zdrojewski, Juan Ignacio Zoido Álvarez
Substitutes present for the final vote	Mika Aaltola, Nicolas Bay, Markus Buchheit, João Cotrim De Figueiredo, Danilo Della Valle, Borja Giménez Larraz, Vicent Marzà Ibáñez, Marina Mesure, Martin Schirdewan, Kris Van Dijck
Members under Rule 216(7) present for the final vote	Hildegard Bentele, Mélanie Disdier, Niels Geuking, Chloé Ridel, Romana Tomc, Matthieu Valet
Date tabled	24.3.2025

FINAL VOTE BY ROLL CALL BY THE COMMITTEE RESPONSIBLE

28	+
ECR	Nicolas Bay, Daniele Polato, Dominik Tarczyński, Francesco Torselli, Kris Van Dijck
ESN	Markus Buchheit
NI	Lukas Sieper
PPE	Mika Aaltola, Hildegard Bentele, Niels Geuking, Borja Giménez Larraz, Céline Imart, Ilia Lazarov, Romana Tomc, Jörgen Warborn, Iuliu Winkler, Bogdan Andrzej Zdrojewski, Juan Ignacio Zoido Álvarez
PfE	Christophe Bay, Anna Bryłka, Mélanie Disdier, Thierry Mariani, Matthieu Valet
Renew	Benoit Cassart, João Cotrim De Figueiredo, Bart Groothuis, Karin Karlsbro
S&D	Javier Moreno Sánchez

7	–
S&D	Udo Bullmann
The Left	Danilo Della Valle, Marina Mesure, Martin Schirdewan
Verts/ALE	Markéta Gregorová, Vicent Marzà Ibáñez, Majdouline Sbai

5	0
S&D	Brando Benifei, Bernd Lange, Ştefan Muşoiu, Chloé Ridel, Kathleen Van Brempt

Key to symbols:

+ : in favour

– : against

0 : abstention

MIL OSI Europe News –

March 25, 2025

MIL-OSI Security: Latest IAEA Reports Confirm Japan’s ALPS Treated Water Release Continues to Meet International Safety Standards

Source: International Atomic Energy Agency – IAEA

The discharge of treated water from Japan’s Fukushima Daiichi Nuclear Power Station (FDNPS) is proceeding in line with international safety standards, the International Atomic Energy Agency (IAEA) Task Force confirmed today in its third report since the water discharge began in August 2023.

During its mission to Japan from December 9 to 12, 2024, the Task Force assessed the technical and regulatory aspects of the ALPS-treated water discharge. This included an on-site visit to the FDNPS facility to directly observe the equipment and infrastructure installed by Japan’s Tokyo Electric Power Company (TEPCO), the operator of the FDNPS for the water discharge. The report also summarised the Task Force’s discussions with the Nuclear Regulation Authority (NRA), Japan’s Ministry of Foreign Affairs (MOFA) and Ministry of Economy, Trade and Industry (METI).

The Task Force report reaffirmed the findings of the IAEA’s comprehensive safety review, stating that its overall conclusions remain consistent with those from its first and second missions conducted after the discharge began. It emphasized that Japan’s NRA has maintained a comprehensive inspection plan, including onsite monitoring to ensure the safety of the water that is discharged. Additionally, the Task Force confirmed that the equipment and facilities are operating in accordance with relevant international safety standards.

In the IAEA Comprehensive Report on the Safety Review of the ALPS-Treated Water at the Fukushima Daiichi Nuclear Power Station that was released in July 2023 prior to the discharge, the IAEA found Japan’s approach to discharging the treated water to be consistent with international safety standards. It also said that the discharges as planned would have a negligible radiological impact to people and the environment. The IAEA Task Force has carried out eight missions as part of the safety review since the beginning of the IAEA’s multiyear review that began two years before the water discharge.

Today’s report also reviewed the IAEA’s ongoing independent verification of Japan’s monitoring programs, as well as onsite sampling and analysis conducted by IAEA experts at FDNPS since July 2023, when Director General Rafael Mariano Grossi established an IAEA office at the site. The IAEA’s onsite laboratory has analyzed the first eleven water discharges, confirming that the tritium concentration in each batch of diluted ALPS-treated water remains well below Japan’s operational limit consistent with international safety standards.

The Task Force noted the importance of the IAEA’s ongoing corroboration activities and the IAEA onsite independent sampling and analyses in providing a comprehensive, transparent and independent verification of the accuracy and reliability of the data reported by TEPCO and the Government of Japan.

Interlaboratory Comparisons

The IAEA has also released reports today on two interlaboratory comparisons (ILCs) for determining radionuclides in ALPS-treated water and in marine environmental samples collected from near to FDNPS, part of the Agency’s comprehensive monitoring and assessment efforts.

ILCs involve multiple laboratories independently analyzing samples, then reporting their results to the IAEA for evaluation to assess their reliability and accuracy.

One report presents the findings from an ILC based on samples collected during a mission in October 2023 when the IAEA, with experts from third-party laboratories, observed Japan’s collection and pretreatment of samples of seawater, sediment, fish and seaweed from coastal and offshore locations and a fish market close to FDNPS. Laboratories in Canada, China and the Republic of Korea, as well as the IAEA’s laboratories in Austria and Monaco, analysed the samples and reported the results to the IAEA for intercomparison.

The IAEA report confirms that Japan’s methods for sampling follow the appropriate methodological standards and that Japanese laboratories have reported accurate results that demonstrate a high degree of proficiency. The IAEA notes that these findings provide confidence in Japan’s capability for conducting reliable and high-quality monitoring related to the discharge of ALPS treated water.

The second ILC report, also released today, corroborates Japan’s source monitoring of ALPS treated water from the eighth batch prior to discharge in August last year. Water sampled from the tanks was analysed in laboratories in China, the Republic of Korea, Switzerland and the United States, as well as in the IAEA laboratories. Following assessment of the results submitted, the IAEA said the findings provide confidence in TEPCO’s capability for conducting reliable and high-quality source monitoring.

Corroboration of Internal Exposure Monitoring

Additionally, the Agency released a report today confirming that TEPCO is accurately monitoring the internal radiation exposure of workers handling ALPS-treated water.

The report presents the findings from ILCs organized by the IAEA last year, which corroborated results from IAEA, French and Japanese laboratories. The findings highlight that TEPCO has demonstrated both a high level of accuracy in their measurements and strong technical competence. A report focusing on external radiation exposure monitoring was published in November 2024.

All reports, as well as additional information such as frequently asked questions and a timeline of activities, can be found on the IAEA’s Fukushima Daiichi ALPS Treated Water Discharge webpage.

MIL Security OSI –

March 25, 2025

Category: Energy

Buying land is only a fraction of the task

Which lands actually need protection?

Saving here, clearing there

Source: Energy Resources Aotearoa

DS630: European Union — Definitive Countervailing Duties on New Battery Electric Vehicles from China

DS593: European Union – Certain Measures Concerning Palm Oil and Oil Palm Crop Based Biofuels

DS597: United States – Origin Marking Requirement (Hong Kong, China)

Appellate Body appointments

Surveillance of implementation

Next meeting

Share

DRAFT EUROPEAN PARLIAMENT LEGISLATIVE RESOLUTION

EXPLANATORY STATEMENT

ANNEX: ENTITIES OR PERSONS FROM WHOM THE RAPPORTEUR HAS RECEIVED INPUT

MINORITY POSITION

BUDGETARY ASSESSMENT OF THE COMMITTEE ON BUDGETS (29.1.2025)

OPINION OF THE COMMITTEE ON FOREIGN AFFAIRS (30.1.2025)

PROCEDURE – COMMITTEE RESPONSIBLE

FINAL VOTE BY ROLL CALL BY THE COMMITTEE RESPONSIBLE