Annual Financial Report and Notice of AGM

JTC PLC

20 April 2026

 

20 April 2026

JTC PLC

(the "Company" and together with its subsidiaries "JTC" or the "Group")

Annual Financial Report and Notice of AGM

Further to the release of the Company's final results announcement on 7 April 2026, JTC announces that it has published its 2025 Annual Report and Accounts and Notice of 2026 Annual General Meeting. The following documents are being distributed or made available to shareholders electronically today, Monday 20 April 2026:

-      2025 Annual Report and Accounts

-      Notice of 2026 Annual General Meeting

-      Form of Proxy for the 2026 Annual General Meeting

In compliance with Listing Rule 9.6.1 copies of the above documents will be submitted to the National Storage Mechanism and will be available at its website once this process is complete: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

A copy of the Notice of 2026 Annual General Meeting is available on request from the Company Secretary. The 2025 Annual Report and Accounts will shortly be available to view and download from the Company's website: www.jtcgroup.com/investor-relations/

Participation and Voting at the AGM

The Company's 2026 Annual General Meeting will be held at 9:30am on Thursday 21 May 2026 at JTC House, 28 Esplanade, St. Helier, Jersey, JE2 3QA.

Shareholders are encouraged to appoint a proxy in order to vote on the matters being considered at 2026 Annual General Meeting. Shareholders may appoint a proxy via the CREST electronic proxy appointment service or by completing a Proxy Form to be lodged with Company's Registrar, Computershare Investor Services (Jersey) Limited, by post or electronically via the internet no later than 9.30am on 19 May 2026.

Shareholders are also encouraged to submit any questions they may have for the Board before the 2026 Annual General Meeting by emailing [e-mail] by no later than 11 a.m. on 18 May 2026. Please include the Shareholder's name and Shareholder Reference Number (which can be found on the share certificate or proxy form) in your email. Answers to the questions on key themes will be published on the Company's website (www.jtcgroup.com/investor-relations) on 19 May 2026.

Information required under Disclosure Guidance and Transparency Rule 6.3.5

In accordance with DTR 6.3.5, additional information is set out in the appendices to this announcement. The information contained in the appendices, which is extracted from the 2025 Annual Report and Accounts, is included solely for the purposes of complying with DTR 6.3.5. The information should be read in conjunction with the Final Results Announcement, released on 7 April 2026. This announcement and the Final Results Announcement together constitute the material required by DTR 6.3.5 to be communicated to the media in unedited full text. This material is not a substitute for reading the full 2025 Annual Report and Accounts. Page numbers and notes in the following appendices refer to page numbers and notes in the 2025 Annual Report and Accounts.

For further information, please contact:

Miranda Lansdowne

JTC PLC

[phone]

[e-mail]

Appendices  

A - Principal and Emerging Risks and Uncertainties

B - Directors' responsibility statement

C - Dividends

About JTC

JTC is a publicly listed, global professional services business with deep expertise in fund, corporate and private client services. Every JTC person is an owner of the business and this fundamental part of our culture aligns us with the best interests of all our stakeholders. Our purpose is to maximize potential and our success is built on service excellence, long-term relationships and technology capabilities that drive efficiency and add value.

www.jtcgroup.com

Forward Looking Statements

This announcement may contain forward looking statements. No forward looking statement is a guarantee of future performance and actual results or performance or other financial condition could differ materially from those contained in the forward looking statements. These forward looking statements can be identified by the fact they do not relate only to historical or current facts. They may contain words such as "may", "will", "seek", "continue", "aim", "anticipate", "target", "projected", "expect", "estimate", "intend", "plan", "goal", "believe", "achieve" or other words with similar meaning. By their nature forward looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of these influences and factors are outside of the Company's control. As a result, actual results may differ materially from the plans, goals and expectations contained in this announcement. Any forward looking statements made in this announcement speak only as of the date they are made. Except as required by the FCA or any applicable law or regulation, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this announcement.

APPENDIX A - Principal and Emerging Risks and Uncertainties

The following description of the principal and emerging risks and uncertainties that the Company faces is extracted from the 2025 Annual Report and Accounts (pages 60 - 66):

Principal risks and material controls

Risk Appetite

The Board recognises that achieving the Group's strategic objectives requires the acceptance of a measured level of risk. It seeks to ensure that risks are taken consciously, proportionately and in a controlled manner, supporting sustainable growth, positive client outcomes and long-term value creation for stakeholders.

The Group Risk Appetite Statement sets out a series of qualitative statements aligned to the Group's risk taxonomy. Together, these articulate the nature and level of risk the Group is willing to accept, and those it seeks to avoid, when executing its strategy.

The framework is designed to support balanced decision-making, recognising the need to embrace appropriate risk while managing potential commercial, regulatory and reputational impacts.

Risk appetite is expressed through both overarching appetite statements and, where appropriate, defined tolerances that narrow or refine appetite in particular areas. Supplementary risk appetite statements may also be maintained to meet regulatory expectations or to address specific risk types or business activities in greater detail.

Overall, the Group operates with a low appetite for risk. The Board does not seek to assume high levels of risk and expects material risks to be actively identified, assessed and managed through appropriate governance, resourcing, controls and technology-enabled processes.

As a general principle, the Board maintains a low tolerance for risks that could:

·      result in non-compliance with applicable laws or regulatory requirements;

·      compromise the Group's ability to operate in a safe, orderly and resilient manner;

·      adversely affect the Group's reputation or stakeholder trust;

·      give rise to significant financial losses that could impact future viability; or

·      expose clients, counterparties or other stakeholders to harm or loss.

Level 1 Risk Category	Risk Appetite	Description
Strategy Delivery	OPEN	The Board has an appetite that is open to innovation and that aims to remain competitive to avoid failing to attract new business and/or grow existing business.  It is willing to seek inorganic growth and exposure to new markets and sectors to allow the Group to achieve its strategic objectives.  The Board will aim to preserve the organisational culture and protect the Group franchise from material damage to its reputation from strategic delivery by ensuring that business activity is satisfactorily assessed and managed by the appropriate level of management and governance oversight.  There is tolerance to take decisions with potential to expose the Group to higher inherent risk and additional scrutiny but only where appropriate steps have been taken to minimise any exposure and appropriate consideration is given to the risk/reward ratio. Risk appetite is tempered, where appropriate, to the Board's approach to sustainability and the Group's determination to be a carbon neutral organisation.
Operational	MINIMAL	The Board has no tolerance for the poor delivery of client service, taking on the wrong type of clients, failed business continuity or loss of client data and therefore has minimal appetite for such situations.  It seeks to control operational risks to ensure that operational risks (financial and reputational) do not cause material damage to the Group's franchise. The Board seeks to avoid risk and uncertainty for its critical information assets and systems and has a minimal risk appetite for material incidents affecting these or the wider operations and reputation of the Group. The Board has tolerance for minor operational delays to individual projects/milestones but not at the expense of a major work area or deliverable.
Legal	CAUTIOUS	The Board has a cautious appetite for engagement in litigation and contractual disputes.  It recognises that the nature of fiduciary services carries specific legal obligations which make exposure to involvement in legal disputes unavoidable.
Financial	MINIMAL	The Board has no tolerance and minimal appetite in failing to maintain adequate regulatory capital, accurately report its financial position, meet its financial forecasts, meet loan covenant obligations or expose earnings to currency fluctuations, impairment losses or fraud.
Political/Regulatory	MINIMAL	The Board has no tolerance and minimal appetite for non-compliance with regulatory requirements including applicable listing rules, financial services legislation and regulation and, in particular, non-compliance with anti-money laundering and counter-terrorism/proliferation legislation.  It recognises that failures in compliance cannot be entirely avoided.  However the Group strives to reduce these to an absolute minimum.   Exceptionally, the Board has tolerance to provide regulatory challenge in cases of ambiguity or where a clear difference of opinion as to compliance arises.
Financial Crime	MINIMAL	The Board has no tolerance for the facilitation of money laundering or terrorist/proliferation financing and maintains a minimal appetite for any failure to design and operate the Group's operations in a manner that can be reasonably considered to prevent, detect and report financial crime including fraud, bribery and corruption
Human Resources	MINIMAL	The Board has a minimal appetite for decisions that could have a negative impact on workforce development, recruitment and retention.   The Board also has a minimal appetite for risks of misconduct by employees.   It has tolerance for a more cautious approach to risk when poor performance is identified to ensure improved performance and/or alignment of talent to work opportunities.
ESG	MINIMAL	The Board has minimal appetite for any failure to meet its sustainability objectives within the environmental, social, or governance framework, particularly regarding people, data, and the environment.

RISK APPETITE LEVEL DEFINITIONS
MINIMAL	Preference for ultra-safe business outcomes or options that have a low degree of inherent risk and only for limited reward potential.
CAUTIOUS	Preference for safe outcomes or options that have a low degree of inherent risk and may only have limited potential for reward.
OPEN	Willing to consider all potential outcomes and options and choose one that is most likely to result in a successful outcome whilst providing an acceptable level of reward (or value for money)
SEEK	Eager to be innovative and to choose outcomes and options offering potentially higher business rewards despite greater inherent risk
MATURE	Confident in setting high levels of risk appetite because controls, forward scanning and responsiveness systems are robust

Risk Taxonomy

The Group applies a structured risk taxonomy that provides a consistent framework for identifying and assessing the risks faced by JTC across its global operations. The taxonomy comprises eight high-level Level 1 risk categories, which are further sub-divided into 35 Level 2 risk descriptions to enable more granular risk identification and management.

During 2025, the taxonomy was further enhanced through the introduction of an additional Level 2 risk category to explicitly recognise the specific risks associated with outsourcing arrangements, reflecting both regulatory expectations and the evolving nature of third-party dependencies within the Group.

Principal Risks and Material Controls

The Group continually reviews its risk taxonomy to ensure it remains complete, relevant and appropriately aligned to the Group's assessment of principal risks.

A principal risk is defined as a risk, or combination of risks, that could have a material adverse effect on the Group's business model, performance, future prospects or reputation. This includes risks that could threaten the Group's operational resilience, financial position, solvency or liquidity.

During 2025, the Board did not determine that any changes were required to the Group's assessment of its principal risks.

The Group maintains a comprehensive control environment and undertakes a range of measures to monitor and manage risks arising from its business activities. These measures are designed to promote ongoing awareness of key risks, controls and regulatory requirements across the organisation.

Material controls and mitigation measures include:

·      A well-established acquisition due diligence framework

·      A Group Compliance Framework, including a dedicated compliance monitoring function

·      A Business Risk Assessment framework to support the identification and assessment of financial crime and other enterprise risks

·      A clearly articulated and consistently applied risk appetite framework

·      Employee training programmes designed to promote risk awareness and professional conduct

·      Segregation of duties for transaction processing, including a rigorous six-eyes Recommendation for Signing approval process

·      Proactive fraud prevention measures, including strengthened authentication and identity verification controls

·      Performance scorecards that drive commercial performance while remaining balanced against people and risk management considerations

·      Mature cyber security capabilities, including preventative controls, staff training and periodic testing

·      Robust IT infrastructure supported by regularly tested business continuity and disaster recovery arrangements

·      Rigorous employee screening and on-boarding processes

·      Established talent development programmes that support employee engagement and retention

·      Comprehensive induction and ongoing training for all employees

·      Annual employee confirmations of compliance with core Group policies and procedures

·      Whistleblowing arrangements to support the reporting of concerns

·      A defined Group risk escalation framework to ensure timely identification and consideration of risk events

Notwithstanding the expected de-listing of the Group during 2026, the Board expects to maintain the discipline of assessing material control effectiveness in a manner consistent with the principles contemplated by Provision 29 of the UK Corporate Governance Code.

The Group also maintains insurance cover in excess of regulatory minimum requirements, providing an additional layer of protection in support of the overall control environment.

LEVEL 1		LEVEL 2
Primary, overarching risk elements, containing SIX components		Represents the cohorts of specific risks JTC is exposed to		Principal risk
1. STRATEGIC		Acquisition		ü
		Competitor and Client Demand
		Strategy & Culture		ü
2. FINANCIAL		Performance of Business		ü
		Earnings (FX)
		Impairment
		Financing
		Reporting		ü
		Capital Adequacy
3. OPERATIONAL		Client		ü
		Process
		Resilience & Business Continuity
		Technology / Data Security		ü
		Outsourcing 1
4. POLITICAL / REGULATORY		Corporate Governance 2
		Political
		Regulatory
		Compliance		ü
5. FINANCIAL CRIME		AML/CFT/CPF Risk Assessment		ü
		Organisational
		Countries, Territories or Geographic Areas
		Customer
		Customer Due Diligence
		Delivery Channels
		Products, Services and Transactions
		Fraud
		Anti-Bribery & Corruption
6. LEGAL		Litigation / Contractual
		Fiduciary		ü
7. HUMAN RESOURCES		Adequate resources		ü
		Remuneration & Retention 3
		Key Person
8. ESG		Environmental
		Social
		Governance

NOTES - 2025 CHANGES

1         New risk category reflecting scope and focus on outsourcing risk within the Group

2         Renamed from Listing Rules to focus upon corporate governance risks

3         Renamed to focus risk on retention versus incentivization

Our principal risks are reported gross (before mitigating controls)

STRATEGIC RISK	OPERATIONAL RISK	FINANCIAL CRIME	HUMAN RESOURCES RISK
1  Acquisition	5  Client	8  AML/CFT/CPF Risk Assessment	10    Adequate Resources
2 Strategy & Culture	6  Technology / Data Security
FINANCIAL	POLITICAL & REGULATORY RISK	LEGAL RISK
3  Performance of Business	7  Compliance	9  Fiduciary
4 Reporting

PRINCIPAL RISKS

The Group's current principal risks are the risks we are managing now that we consider have a higher likelihood of stopping us achieving our strategic objectives:

	PRINCIPAL RISK (RISK OWNER)		POTENTIAL CAUSES		KEY MITIGATION MEASURES		TIMESCALE
1	ACQUISITION RISK (Group Chief Executive Officer) The risk that acquisitions do not achieve intended objectives, give rise to ongoing or previously unidentified liabilities, disrupt operations and divert senior management time and attention.		-  Inadequate due diligence -  Economic misjudgement -  Lack of strategic clarity -  Ineffective or delayed integration -  Unpredicted changes to external environment		-  Strict due-diligence process, including JTC subject-matter experts and third-party assessments by experienced external advisors -  Appropriate scrutiny and challenge from Group Development Committee, Group Holdings Board and Non-Executive Directors -  Established and tested integration strategy agreed prior to acquisition with robust post-acquisition governance -  Experienced management team -  Shared ownership to align interests and deferred consideration -  Insurance run-off cover -  Vendor representations and warranties (backed by insurance where appropriate)		This risk will diminish over time as each acquisition is integrated, but current strategic intentions are likely to cause this risk category to remain as a principal risk.
2	STRATEGY & CULTURE RISK (Group Chief Executive Officer) The risk that inadequate strategic decisions or failure to execute the set strategy or organisational culture has a detrimental impact on Group operations, clients and market confidence. Alternatively, the Group's strategy and/or culture brings excessive risks to the business or does not sufficiently align to changing market conditions or client requirements, such that sustainable growth, market share or profitability is affected.		-  Operation outside of risk appetite -  Product or service failure -  Senior management or leadership changes -  Legal or regulatory challenges -  Lack of understanding of a new jurisdiction		-  Overarching strategy is set every three to five years and progress is periodically re-examined -  Strategy regularly reviewed and challenged by Board and, as a listed entity, subject to investor and third-party scrutiny -  Strategy drives annual business planning process and performance-based targets -  Risk-taking and aversion in pursuit of strategic objectives is balanced through the setting and overseeing of the Group Risk Appetite		Strategic risk is an ongoing risk for any business and therefore is likely to remain as a continuous principal risk.
3	PERFORMANCE OF BUSINESS RISK (Group Chief Executive Officer) The risk that the Group does not meet its financial forecasts or does not achieve the provided market guidance.		-  Inadequate budgeting and forecasting -  Unpredicted costs or losses -  Lack of information provided to brokers and analysts		-  Budgets set annually and agreed with Divisional Heads, Jurisdictional Managing Directors and P&L account owners -  Monthly reporting and KPIs that help monitor performance against performance assumptions and targets. Active review by Group Holdings Board together with PLC Board -  CEO and CFO regular engagement with analysts to inform external market guidance -  Insurance cover for losses		Business performance risk is an ongoing risk for a business, especially for a quoted business. This risk is therefore likely to remain as a continuous principal risk.
4	REPORTING RISK (Group Chief Financial Officer) The risk of financial mismanagement, inaccurate reporting, mis-allocation of resources and lack of transparency in financial transactions.		-  Inaccurate or incomplete data inputs -  Inadequate internal controls -  Human error -  Insufficient training or expertise -  Fraudulent activity		-  External audit scrutiny -  Regular reconciliation processes and reporting -  Segregation of duties -  Market participant (e.g. analyst) reviews -  Dedicated, qualified and appropriated trained Finance function		Financial reporting risk is an ongoing risk.  This risk will therefore anticipated to remain as a continuous principal risk.
5	CLIENT RISK (Group Divisional Heads) The risk of the Group taking on the wrong type of clients, or the Group or the client's actions during the client life-cycle leads to losses, failed strategic objectives, reputational damage, poor customer service and employee frustration and potentially regulatory censure. The risk of failing to clearly define service provision or fulfil a role expertly.		-  Failure to apply policies and follow procedures -  Failure to follow codes of conduct -  Failure of managerial oversight -  Failure to adequately train and develop employees -  Failure to identify and remediate identified issues promptly -  Inadequate policies and procedures		-  Strict adherence to policy and procedures including business acceptance and periodic reviews, with appropriate escalation for higher-risk clients -  Established Terms of Business, template customer agreements and Legal review of tailored agreements -  Regular staff training and awareness initiatives -  Established reporting and escalation process with review by boards and committees as appropriate -  Independent client and Compliance monitoring review programme -  Promoting a robust risk and compliance culture across the Group -  Ensuring quality administration and compliance resource in each jurisdiction plus internal legal counsel support as appropriate -  Well established Recommendation for Signing process -  Three-lines model for assurance and controls including Internal Audit ("IA") -  Well understood and defined Risk Escalation processes -  Accessible policy and procedure framework subject to annual employee attestations.		Client risk remains a continuous principal risk for the business.
6	TECHNOLOGY / DATA SECURITY RISK (Group Chief Information Officer) The risk of a security breach including cyber-attacks by destructive forces from both internal and external sources, leading to loss of confidentiality and integrity of data. The sophistication of cyber threats is constantly evolving; criminals will seek to exploit changes in working environments e.g. remote-working practices. A substantial cyber event could be detrimental to JTC's clients as well as erode market and regulator confidence.		-  Unauthorised data transfer -  Malware -  Financial theft -  Denial-of-service attacks -  Cyber phishing attacks -  Network service failures -  Employee error -  Malicious employee intent -  Security breach of client data or systems		-  Defined and audited IT procedures -  External security assessment conducted annually -  System access controls including least privilege access model -  Dedicated Senior IT Security Manager and Team -  Training including compulsory online Security Awareness courses for all employees -  Alignment to industry security standards -  Review of data security procedures and controls as part of the annual ISAE 3402 Report -  Access to group systems and data is granted on a need-to-know basis and least privileged -  Industry-leading solutions for end-point management, anti-virus, data loss prevention, Privilege Access Management and secure email communications -   Periodic penetration testing and testing of business continuity plans		Technology/Data security risk remains a continuous principal risk for the business.
7	COMPLIANCE RISK (Group Chief Executive Officer) The risk of loss or exposure to regulatory sanction and subsequent reputational damage given a failure to follow organisational policy, laws, conduct of business regulations, orders, codes of practice and other similar requirements.		-  Insufficient understanding of regulatory requirements -  Inadequate policies and procedures -  Failure to keep up with regulatory changes -  Weak governance structures -  Failure to monitor and enforce compliance -  Insufficient training and awareness -  Resource constraints -  Poor culture of compliance		-  Specialist risk and compliance staff with the skills needed to monitor and report on strategic outlook and the impact of change -  Review by appropriate boards and committees, and scanning of horizon for potential changes -  Comprehensive policies, procedures and processes in operation within the Group that align to the appropriate regulatory regimes. -  Embed (and continue to promote) a robust risk and compliance culture across the Group from PLC Board down through the organisation. -  Ensuring appropriate compliance resource in each jurisdiction -  Compliance monitoring programme in place -  Training employees to be aware of changing regulations -  Involvement with trade associations and government bodies to understand direction and influence outcome		Compliance risk is expected to remain a continuous principal risk for the business.
8	AML/CFT/CPF ASSESSMENT RISK (Group Chief Risk Officer) Risk that Money Laundering/Terrorist Financing/Proliferation Financing (ML/TF/PF) risks are not appropriately assessed due to inadequate corporate governance, resourcing or assurance processes		-  Poor culture -  Inadequate awareness training -  Poor Know Your Client processes -  Inadequate record keeping -  Deficient screening processes -  Lack of a risk-based approach -  AML/CFT/PF arrangements not tailored to business profile/characteristics -  Procedural failures -  Failure to report suspicious activity on a timely basis		-  Comprehensive policies, procedures and processes in operation within the Group that are specifically drafted for AML/CFT/PF purposes -  The hiring of capable employees in each jurisdiction that undertake the key person roles (e.g. Compliance Officer and Money Laundering Reporting Officer) -  Frequent mandatory staff training and awareness initiatives and CPD requirements -  Compliance monitoring testing programme in place -  Access to external consultants and databases to enable daily ongoing monitoring and in depth enquiries on clients as appropriate -  Established Business Risk Assessment (BRA) process which is subject to periodic Board review		AML/CFT/CPF assessment risk is expected to remain a continuous principal risk for the business.
9	FIDUCIARY RISK (Group Divisional Heads) The risk of breaching fiduciary duties, including failing to safeguard client assets, can be harmful to the Group's reputation and could become subject to high-value litigation. There is also the risk in failing to clearly define the Group's role in providing services to a client structure or service vehicle or a failure to fulfil the role expertly.		-  Breach of duty -  Failure to act in accordance with constitutional documents or service agreement -  Failing to exercise reasonable care, skill and diligence -  Failure to declare interests of manage conflicts -  Making partial judgements		-  Strict policies, procedures and processes in operation within the Group (particularly risk escalation and recommendation for signing policy) -  Qualified and experienced staff operating within '4-eyes' control parameter -  Continuous training programme and CPD requirement -  JTC does not provide legal or tax advice to its clients -  Significant insurance cover		Fiduciary risk is an endemic feature of JTC business operations and is expected to remain a continuous principal risk.
10	ADEQUATE RESOURCES RISK (Group Chief Operating Officer) The risk of failure to attract or retain the best people with the right capabilities across all levels and jurisdictions.		-  Uncompetitive remuneration -  Unappealing working environment and inadequate support -  Lack of adequate succession planning -  Failure to invest in appropriate and timely talent development -  Failure to identify roles most essential to achieving strategic aims -  Failure to identify the required skills for key roles -  Insufficient focus on attitude and motivation and alignment with JTC's vision and values		-  Dedicated in-house human-resource recruitment capability with detailed understanding of business needs and local market environment -  Recruitment strategy to enhance and bolster teams, succession planning and employee value proposition -  JTC ensures that the remuneration package is competitive in the marketplace and benchmarks with peer group -  Management monitoring of capacity and work loads -  Shared ownership scheme embedded across the business -  JTC encourages a strong management culture where talent management and people development is a core focus -  Pre-employment screening -  Internal and PLC Remuneration committee -  Staff access to Academy (Training), Gateway (International Transfers) and wellbeing programs -  Flexible working arrangements		Adequate resourcing risk is expected to be a continuous principal risk.

EMERGING TOPICS AND RISKS

As standard procedure, we consider topics or risks on an ongoing basis that may have unpredictable and uncontrollable outcomes directly or indirectly (via our clients) on the Group that we do not yet consider to be principal risks, but may, over time, pose a threat to our business model.   Some of these topics or risks may be interconnected and remain under review over a sustained multi-year period whereas others may be short-lived.  Emerging risks are those which may have unpredictable or evolving impacts, either directly or through client activities, and which are not currently assessed as principal risks. However, if left unmanaged, they could over time affect the Group's strategy, operating model, financial performance or reputation.

OWNERSHIP TRANSITION AND GOVERNANCE EVOLUTION

The announcement of the proposed acquisition by a private equity investor and the anticipated de listing from the London Stock Exchange represents a significant structural change for the Group. While this is expected to provide strategic flexibility and support long term growth ambitions, it also introduces transition risks associated with changes in ownership structure, governance arrangements and stakeholder expectations.

These risks include heightened regulatory scrutiny during and following the change of control process, the need to demonstrate ongoing financial resilience and responsible stewardship as a private group, and the effective communication of strategic intent to clients, regulators and employees. The Group continues to engage proactively with regulators and other stakeholders to ensure continuity of governance standards, risk management discipline and cultural integrity throughout the transition.

MACROECONOMIC CONDITIONS, CLIENT BEHAVIOUR AND TALENT DYNAMICS

The global economic environment remains uncertain, characterised by geopolitical tensions, persistent inflationary pressures and varying rates of economic growth across regions. These conditions may influence client behaviour through increased sensitivity to fees, changes in asset allocation, restructuring activity or delays in transactional decisions, which could in turn impact revenue predictability.

At the same time, competition for specialist talent continues to intensify, particularly in areas such as cyber security, digital transformation, regulatory compliance and data governance. Wage inflation, expectations around flexibility and cultural alignment, and the potential impact of organisational change during periods of transition may present challenges to long term talent retention. The Group continues to monitor these dynamics closely and remains focused on maintaining a compelling employee proposition aligned with its strategic objectives.

REGULATORY EXPECTATIONS AND CROSS BORDER COMPLEXITY

As the Group continues to operate at scale across multiple jurisdictions, it remains subject to an increasingly complex and evolving regulatory landscape. Supervisory expectations are rising in relation to group wide governance, operational resilience, capital adequacy, financial crime controls and data management, particularly for large international fiduciary and professional services firms.

Regulatory divergence between jurisdictions, including differing approaches to conduct, data protection and ESG related disclosure, increases execution risk and places additional demands on Group wide consistency. The Group continues to invest in regulatory horizon scanning, direct regulatory engagement and a robust global compliance framework to anticipate emerging requirements and maintain high standards of regulatory compliance across all jurisdictions.

TECHNOLOGY, DATA AND ARTIFICIAL INTELLIGENCE

Rapid technological advancement continues to create both opportunities and emerging risks for the Group. The increasing use of artificial intelligence and advanced data analytics has the potential to enhance efficiency and insight, but also introduces risks related to data accuracy, ethical use, explainability and governance of automated or assisted decision making.

Evolving regulation relating to AI, data usage and accountability may result in increased compliance and liability exposure where systems are not sufficiently controlled or auditable. In parallel, longer term developments such as quantum computing may, over time, require the adoption of new cryptographic approaches to protect sensitive information. The Group continues to invest in data governance, security controls and responsible technology use, while monitoring regulatory and technological developments.

CYBER SECURITY, EXTERNAL FRAUD AND THIRD PARTY DEPENDENCIES

The threat landscape for cyber security and external fraud continues to evolve, with increasing sophistication in social engineering, impersonation and identity related attacks, often enabled by AI driven tools. Professional services firms remain attractive targets due to the sensitive data they hold and the trust placed in them by clients and counterparties.

In addition, reliance on third party service providers and technology platforms introduces concentration and dependency risks. The Group remains focused on strengthening cyber defences, maintaining robust third party risk oversight and enhancing employee awareness to mitigate the potential operational, financial and regulatory impacts of a serious cyber or fraud related incident.

COMPLIANCE EXECUTION AND OPERATIONAL RESILIENCE

As regulatory obligations expand in volume and complexity, there is an increasing risk that compliance execution becomes more resource intensive and operationally challenging, particularly across smaller or rapidly evolving jurisdictions. Ensuring consistent implementation of policy, adequate resourcing and timely regulatory response remains critical to maintaining operational resilience and regulatory confidence.

The Group continues to enhance its Governance, Risk and Compliance technology framework to support a more consistent, scalable and data driven approach to risk management and compliance oversight across jurisdictions, helping to reduce the risk of inconsistency or inadvertent regulatory breaches as the business grows.

ESG AND CLIMATE RELATED EXPECTATIONS

Stakeholder expectations regarding environmental, social and governance performance continue to evolve, alongside increasing scrutiny of disclosures, data quality and alignment with international standards. The fragmented nature of global ESG regulation and the risk of greenwashing allegations pose ongoing reputation and litigation risks for international groups.

Climate related financial risk remains an emerging consideration, particularly in relation to data availability, disclosure obligations and the indirect effects of client transition risks. The Group continues to strengthen its ESG framework, monitor regulatory developments and integrate sustainability considerations into its broader risk management and strategic planning processes.

APPENDIX B - Directors' responsibility statement

The following directors' responsibility statement is extracted from the 2025 Annual Report and Accounts (page 108):

We confirm that to the best of our knowledge:

• the Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group; and

• the Annual Report and Financial Statements includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.

We consider the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy.

By order of the Board

Approved by the Board on 2 April 2026 and signed on its behalf by:

MIRANDA LANSDOWNE

JOINT COMPANY SECRETARY,

JTC (JERSEY) LIMITED, COMPANY SECRETARY

APPENDIX C - Dividends

The financial statements set out the results of the Group for the financial year ended 31 December 2025 and are shown on pages 109 to 156 of the 2025 Annual Report and Accounts. The Consolidated Income Statement can be found on page 116. The underlying profit before tax for the year attributable to equity shareholders of the Company amounted to £76.5 million. The Directors resolved to pay an interim dividend of 5.0 pence per ordinary share (2024: 4.3 pence), which was paid to shareholders on 24 October 2025. The Directors do not propose a final dividend for the year, given that the Company is currently in an offer period.

 

END