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Meeting date 2026-04-13

Entity Investment Committee Meeting (copy)

Created 2026-04-13 20:23

Revisions 1

Attendees Alex Dymock, Andrew Sharpe, Debbie Allen, Victoria Ingram, Adam Beale, Colin Moody, Matt Lenzie

DRAFT

BOARD CONFIDENTIAL

Investment Committee Meeting (copy)

13th April 2026

Commencing at [time]

[Location]

Present

Mr A. Dymock (in the chair)

Mr A. Beale

Ms D. Allen

Mr A. Sharpe

Ms V. Ingram

Mr C. Moody

Mr M. Lenzie

In Attendance

None recorded.

Apologies

None received.

Quorum

It was noted that a quorum was present and the meeting was declared open.

Declarations of Interest

No new declarations of interest were made.

Previous Minutes

The minutes of the previous meeting were approved as a true and accurate record.

Matters Arising

The Committee reviewed progress on outstanding actions from the previous meeting.

It was reported that the BVI registry request for the dissolved company had been completed successfully at a cost of $50 (significantly less than the anticipated $175) due to one document being unavailable, which automatically reduced the scope. The request had confirmed the company's dissolution and the matter could now be fully closed off. It was agreed that knowledge of BVI registry processes should be documented for future reference.

The fee structure for FPT property had been established and relevant admin teams were handling the remaining paperwork. Company structures had been set up and signing processes were in hand with the appropriate teams.

Regarding Auditane Global Offshore, it was noted that no response had been received to requests for accounts and additional details. The Committee agreed to close off the action and leave the investment as a standing pending item, noting that it would reappear at the Committee if any information was received.

The deposit limit communications had been drafted and sent to Marcus for finalisation before issue.

The terms of reference remained open, with work progressing to align the format across conduct risk committee, audit risk and compliance, and investment committee to ensure all governance committees shared the same structure and layout.

1. Failed Investment Write-offs

The Committee considered write-offs for two failed investments following liquidator conclusions.

Global Forestry Investments (Bellum Sky)

The Committee noted that the SFO investigation into GFI consultants and their directors had concluded with convictions for fraud. Appeals had been unsuccessful and liquidations of all relevant counterparties (investment provider, trustee, and leaseholder) had been completed with all entities dissolved. The liquidators had determined that clawback from directors was not worthwhile given the costs involved.

The only remaining asset was noted to be a certificate of land in Brazil owned by a company of unknown status, previously held by one of the dissolved UK entities. The Committee considered that pursuing the Brazilian land would require employing a manager, planting trees, and enforcing rights which may not be enforceable (similar to Costa Rica cases), with costs far outweighing any likely return.

Following the liquidators' approach, IT WAS RESOLVED THAT the Committee would write off the Global Forestry Investment.

LB Shell (formerly Intelligent Energy Holdings)

The Committee noted that joint liquidators had filed their final account at Companies House with a notice of no dividend, confirming that no funds would be returned to shareholders. Whilst formal dissolution typically takes six to twelve months from this point, the Committee agreed to adopt a pragmatic approach consistent with the treatment of Oversea.

IT WAS RESOLVED THAT the Committee would write off the LB Shell investment rather than wait for formal dissolution.

The Committee noted that both investments were on the unacceptable list in the permitted investment list, confirming that these would not pass current due diligence processes. It was observed that this pragmatic approach provided greater reason for investment control to contact liquidators directly rather than just monitoring reports, potentially allowing earlier closure of similar cases. The consumer duty perspective was noted, particularly that members in single-asset schemes with failed investments were paying unnecessary fees.

2. Member Communications on Failed Assets

The Committee discussed potential improvements to member communications regarding investment monitoring activities. It was noted that the business conducted meaningful work on failed investments but this was not always communicated to members, potentially leading to complaints about perceived inaction.

Mr Dymock suggested that after each Committee meeting, simple updates could be sent to members whose schemes were mentioned, covering what was discussed and monitoring plans. It was noted that investment control already sent updates to admin teams when material changes occurred but stopped short of communications when there was no change.

Ms Ingram proposed that investment control could draft generic briefings per case, with review by Mr Sharpe for comfort, before bulk communication through Marcus rather than routing through admin teams. Mr Lenzie noted that mass email capability was limited short-term but would be part of new system functionality medium-term.

No decision was made, with agreement that a more concrete proposal would be brought back for future consideration, taking into account admin and management workload implications.

3. New Investment Requests and Portfolio Reviews

The Committee received and reviewed the comprehensive failed-at-risk investment spreadsheet, noting updates across multiple investments.

New rejections approved:

Serendipity Capital Holdings Limited - rejected as a Cayman Islands holding company with Mr Juce Desong holding 84% of voting rights, failing GDCV requirements
Mensch - declined as a one-man band structure with the individual submitting the inquiry controlling the asset, failing GDCV requirements

Removals approved:

Saxo Capital Markets UK - removed from the list as all accounts had been closed more than two years ago with no remaining exposure

Other portfolio updates noted:

Ethical Forestry (Costa Rican) - similar situation to Bellum Sky with SFO convictions secured, sentencing due May 2026, liquidators expected to assess asset recovery from directors
First Mile Funding LLP loan notes - five-year unsecured loan notes due for repayment in 2019-2020 with no funds received in approximately seven years, marked down to nil pending further investigation
PLC care home loan notes - progressing through CVA process with part of asset being sold and distributions expected
Born of War - legacy Encore Deck T asset relating to film rights, dormant with poor IMDB reviews and unlikely realisation
Calancardio (Longbow portfolio) - going concern talks had broken down, moving to formal liquidation alongside other Longbow assets
Mariana structured products - due diligence documents updated for client reinvestment in UK paper-based structured product
Beaumore Global Alpha Fund PC (Oberon portfolio) - additional information requested as it did not appear to be a standard asset
Three backbook legacy reviews - due diligence updated, all confirmed live with no reason to mark down

Mr Moody raised that "initial" was used as a review type for both new onboarding and PSG legacy onboarding, potentially causing confusion in reporting and FCA notifications. It was agreed that a separate "initial legacy" tag would be added.

Action: Mr Beale to add "initial legacy" review type tag for backbook assets with business support.

4. Targeted Support and Novia Update

Ms Ingram reported that Novia application paperwork had arrived for US resident scheme members. The Committee noted that confirmation of the assessment was awaited before the paperwork could be used. No Committee sign-off was required at this stage.

5. Business Risks and FCA Updates

Mr Dymock noted that the business risks agenda item had not been prepared for this meeting. It was agreed that a business risks framework would be brought to the next meeting, which would also inform the terms of reference work.

Ms Allen reported that there were no new FCA updates or regulatory hot topics for this month.

Actions:

Mr Dymock to prepare business risks paper for the next Investment Committee meeting
Mr Dymock to write off Bellum Sky (GFI) and LB Shell investments
Mr Dymock to close off Auditane Global Offshore action in records
Mr Dymock to send minutes and action list after the meeting with follow-up reminders halfway to the next meeting

Any Other Business

No other business was raised.

Date of Next Meeting

The date of the next meeting would be confirmed and communicated to members in due course.

Close

There being no further business, the Chair declared the meeting closed at [time].

# DRAFT

## BOARD CONFIDENTIAL

# Investment Committee Meeting (copy)
13th April 2026
Commencing at [time]
[Location]

## Present
Mr A. Dymock (in the chair)
Mr A. Beale
Ms D. Allen
Mr A. Sharpe
Ms V. Ingram
Mr C. Moody
Mr M. Lenzie

## In Attendance
None recorded.

## Apologies
None received.

## Quorum
It was noted that a quorum was present and the meeting was declared open.

## Declarations of Interest
No new declarations of interest were made.

## Previous Minutes
The minutes of the previous meeting were approved as a true and accurate record.

## Matters Arising
The Committee reviewed progress on outstanding actions from the previous meeting.

The deposit limit communications had been drafted and sent to Marcus for finalisation before issue.

## 1. Failed Investment Write-offs

The Committee considered write-offs for two failed investments following liquidator conclusions.

### Global Forestry Investments (Bellum Sky)
The Committee noted that the SFO investigation into GFI consultants and their directors had concluded with convictions for fraud. Appeals had been unsuccessful and liquidations of all relevant counterparties (investment provider, trustee, and leaseholder) had been completed with all entities dissolved. The liquidators had determined that clawback from directors was not worthwhile given the costs involved.

Following the liquidators' approach, **IT WAS RESOLVED THAT** the Committee would write off the Global Forestry Investment.

### LB Shell (formerly Intelligent Energy Holdings)
The Committee noted that joint liquidators had filed their final account at Companies House with a notice of no dividend, confirming that no funds would be returned to shareholders. Whilst formal dissolution typically takes six to twelve months from this point, the Committee agreed to adopt a pragmatic approach consistent with the treatment of Oversea.

**IT WAS RESOLVED THAT** the Committee would write off the LB Shell investment rather than wait for formal dissolution.

## 2. Member Communications on Failed Assets
The Committee discussed potential improvements to member communications regarding investment monitoring activities. It was noted that the business conducted meaningful work on failed investments but this was not always communicated to members, potentially leading to complaints about perceived inaction.

No decision was made, with agreement that a more concrete proposal would be brought back for future consideration, taking into account admin and management workload implications.

## 3. New Investment Requests and Portfolio Reviews
The Committee received and reviewed the comprehensive failed-at-risk investment spreadsheet, noting updates across multiple investments.

**New rejections approved:**
- **Serendipity Capital Holdings Limited** - rejected as a Cayman Islands holding company with Mr Juce Desong holding 84% of voting rights, failing GDCV requirements
- **Mensch** - declined as a one-man band structure with the individual submitting the inquiry controlling the asset, failing GDCV requirements

**Removals approved:**
- **Saxo Capital Markets UK** - removed from the list as all accounts had been closed more than two years ago with no remaining exposure

**Other portfolio updates noted:**
- **Ethical Forestry** (Costa Rican) - similar situation to Bellum Sky with SFO convictions secured, sentencing due May 2026, liquidators expected to assess asset recovery from directors
- **First Mile Funding LLP loan notes** - five-year unsecured loan notes due for repayment in 2019-2020 with no funds received in approximately seven years, marked down to nil pending further investigation
- **PLC care home loan notes** - progressing through CVA process with part of asset being sold and distributions expected
- **Born of War** - legacy Encore Deck T asset relating to film rights, dormant with poor IMDB reviews and unlikely realisation
- **Calancardio** (Longbow portfolio) - going concern talks had broken down, moving to formal liquidation alongside other Longbow assets
- **Mariana structured products** - due diligence documents updated for client reinvestment in UK paper-based structured product
- **Beaumore Global Alpha Fund PC** (Oberon portfolio) - additional information requested as it did not appear to be a standard asset
- **Three backbook legacy reviews** - due diligence updated, all confirmed live with no reason to mark down

**Action:** Mr Beale to add "initial legacy" review type tag for backbook assets with business support.

## 4. Targeted Support and Novia Update
Ms Ingram reported that Novia application paperwork had arrived for US resident scheme members. The Committee noted that confirmation of the assessment was awaited before the paperwork could be used. No Committee sign-off was required at this stage.

## 5. Business Risks and FCA Updates
Mr Dymock noted that the business risks agenda item had not been prepared for this meeting. It was agreed that a business risks framework would be brought to the next meeting, which would also inform the terms of reference work.

Ms Allen reported that there were no new FCA updates or regulatory hot topics for this month.

**Actions:**
- Mr Dymock to prepare business risks paper for the next Investment Committee meeting
- Mr Dymock to write off Bellum Sky (GFI) and LB Shell investments
- Mr Dymock to close off Auditane Global Offshore action in records
- Mr Dymock to send minutes and action list after the meeting with follow-up reminders halfway to the next meeting

## Any Other Business
No other business was raised.

## Date of Next Meeting
The date of the next meeting would be confirmed and communicated to members in due course.

## Close
There being no further business, the Chair declared the meeting closed at [time].