Annual Report and Accounts

For the year ended 30 November 2023

www.bellevuehealthcaretrust.com

Healthcare Trust plc

Bellevue Healthcare Trust plc Annual Report and Accounts 2023

WWW.BELLEVUEHEALTHCARETRUST.COM

CONTENTS

Strategic Report

Investment Objective, FinancialInformation,

Performance Summary and Overview .................... 1

Chairman’s Statement ........................................... 2

Investment Manager’s Report ................................ 6

Investment Policy, Results and

Key Performance Indicators ................................. 15

Risk and Risk Management ................................. 18

Viability Statement ............................................... 22

Stakeholder Engagement .................................... 23

Environmental, Social and

Governance (“ESG”) Policy .................................. 26

Other Information ................................................. 33

Governance

Directors’ Report ................................................. 35

Corporate Governance ........................................ 41

Directors’ Remuneration Policy and

Implementation Report ........................................ 47

Report of the Audit and Risk Committee .............. 52

Statement of Directors’ Responsibilities ............... 55

Independent Auditor’s Report .............................. 56

Financials

Statement of Comprehensive Income .................. 64

Statement of Financial Position ............................ 65

Statement of Changes in Equity ........................... 66

Statement of Cash Flows ..................................... 67

Notes to the Financial Statements ....................... 68

Other Information

Alternative Performance Measures....................... 83

Glossary .............................................................. 85

Annex I – Article 8 Periodic Disclosures ............... 87

Notice of Annual General Meeting ........................ 97

Notes to Notice of Annual General Meeting ......... 99

Form of Proxy .................................................... 103

Directors, Investment Manager and Advisers ......IBC

Bellevue – one of the largest

healthcare investors

INDEPENDENT - ENTREPRENEURIAL - COMMITTED

Bellevue Healthcare Trust plc is a high conviction,

long-only investment trust invested in listed or quoted

global healthcare equities. It is unconstrained and

able to invest regardless of market cap, sub sector

or region, and the portfolio is concentrated with a

maximum of 35 holdings. Bellevue Healthcare Trust

is managed by Bellevue Asset Management (UK) Ltd,

regulated by the FCA, who have built a successful

track record in this sector.

Excellence in Specialty

Investments

Healthcare Trust plc

This document is printed on Experian Satin,

a paper sourced from well managed,

responsible, FSC

certified forests and

other controlled sources. The pulp used in

this product is bleached using an elemental

chlorine free (ECF) process.

DIRECTORS, INVESTMENT

MANAGER AND ADVISERS

Designed and

printed by

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COMPANY SECURITY INFORMATION AND IDENTIFICATION CODES

WEBSITE www.bellevuehealthcaretrust.com

ISIN GB00BZCNLL95

SEDOL BZCNLL9

BLOOMBERG TICKER BBH LDN

LEGAL ENTITY IDENTIFIER (LEI) 213800HQ3J3H9YF2UI82

GLOBAL INTERMEDIARY IDENTIFICATION NUMBER (GIIN) VL68MY.99999.SL.826

DIRECTORS

Randeep Grewal (Chairman)

Josephine Dixon

Paul Southgate

Professor Tony Young OBE

Kate Bolsover

CORPORATE BROKER

J.P. Morgan Cazenove

25 Bank Street

Canary Wharf

E14 5JP

DEPOSITARY

CACEIS Bank, UK Branch

Broadwalk House

5 Appold Street

London

EC2A 2DA

REGISTRAR

Link Group

Central Square

29 Wellington Street

Leeds

LS1 4DL

INVESTMENT MANAGER (“AIFM”)

Bellevue Asset Management (UK) Ltd

32 London Bridge Street

24th Floor London

SE1 9SG

SECRETARY & ADMINISTRATOR

Apex Listed Companies Services (UK) Limited

6th Floor

125 London Wall

London

EC2Y 5AS

AUDITORS

Ernst & Young LLP

25 Churchill Place

Canary Wharf

London

E14 5EY

REGISTERED OFFICE

6th Floor

125 London Wall

London

EC2Y 5AS

LEGAL ADVISER

Stephenson Harwood LLP

1 Finsbury Circus

London

EC2M 7SH

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 1

Strategic Report

INVESTMENT OBJECTIVE

The investment objective of Bellevue Healthcare Trust plc (“the Company”) is to provide Shareholders with capital growth and income over

the long term, through investment in listed or quoted global healthcare companies. The Company’s specific return objectives are: (i) to beat

the total return of the MSCI World Healthcare Index (in sterling) on a rolling 3 year period (the index total return including dividends reinvested

on a net basis); and (ii) to seek to generate a double-digit total Shareholder return per annum over a rolling 3 year period.

FINANCIAL INFORMATION

As at 30 November

2023

As at 30 November

2022

Net asset value (“NAV”) per Ordinary Share (cum income) 143.87p 171.16p

Ordinary Share price 129.00p 158.20p

Ordinary Share price discount to NAV

10.3% 7.6%

Ongoing charges ratio (“OCR”)

1.02% 1.04%

PERFORMANCE SUMMARY

% change

30 November 2023

% change

30 November 2022

Share price total return per Ordinary Share

1,4

-15.1% -11.9%

NAV total return per Ordinary Share

1,4

-12.7% -4.1%

MSCI World Healthcare Index total return (GBP)

-7.1% +14.1%

These are Alternative Performance Measures.

Total returns in sterling terms for the year ended 30 November 2023.

Total returns in sterling terms for the year ended 30 November 2022.

Including dividends reinvested in the year.

Source: Bellevue Healthcare Trust Factsheet November 2023.

ALTERNATIVE PERFORMANCE MEASURES (“APMs”)

The financial information and performance summary data highlighted in the footnote to the above tables represent APMs of the

Company. In addition to these APMs other performance measures have been used by the Company to assess its performance;

these can be found in the key performance indicators section of the Annual Report, on page 15. Definitions of these APMs together

with how these measures have been calculated can be found on pages 83 and 84.

Overview

Bellevue Healthcare Trust plc Annual Report and Accounts 20232

Chairman’s Statement

Dear Shareholders

This is the seventh annual report of your Company.

PERFORMANCE

Over the financial year, the share price (on a total return basis,

i.e. including reinvestment of dividends) fell by 15.1%. The

total NAV return (i.e. including reinvestment of dividends) over

the last financial year was -12.7%. The comparator index

(the MSCI World Healthcare total return index in Sterling)

produced a total return of -7.1% over the same period; thus,

we underperformed by -5.6% over the year.

The returns are summarised in the following table.

Randeep Grewal

Chairman

Cumulative & annualised performance

Cumulative Annualised

1 Year 3 Years 5 Years

Since

inception 1 Year 3 Years 5 Years

Since

inception

Share Price -15.1% -16.7% 9.2% 60.0% -15.1% -5.9% 1.8% 6.9%

NAV (inc.dividend reinvested) -12.7% -7.6% 22.7% 78.3% -12.7% -2.6% 4.2% 8.6%

MSCI World Healthcare Index (GBP) -7.1% 22.8% 46.4% 97.7% -7.1% 7.1% 7.9% 10.2%

This is the third year that the Company has failed to beat

the comparator index and the second that we have failed to

generate double digit total shareholder returns. We engage in

regular dialogue with Bellevue and discuss performance.

Clearly, when the Company was founded, there was no

expectations of Covid or the resultant impact on various

subsectors of healthcare; and perhaps, as pertinent, the

macro responses. Of course, I appreciate that all of these

‘headwinds’ have also applied to companies included in our

comparator index and in the portfolios of our peers. Each

portfolio however, is constructed for different ‘wind conditions’

and ours has clearly suffered.

The picture in the above table perhaps does not really show

how performance progressed during the year; in the first half

the portfolio was ahead of the comparator index.

It is also worth acknowledging that post year end there was

some improvement in performance.

BOARD COMPOSITION AND EVALUATION

The current Board composition, which remains unchanged

from last year complies with the recommendations of

the Hampton-Alexander and Parker reviews. Succession

planning, maintaining competencies and skills remain a

priority and though there are no immediate plans to recruit

new Board members we are clearly aware of the need for

smooth transitions.

As per the AIC Code recommendations (external review

every three years), we undertook an external Board review

facilitated by Lintstock. This reviewed the overall performance

of the Board, its committees, individual Directors and myself

as Chair. Though the overall results were good, the point

of such a process is often the discussions and insights

it provides; and how the Board takes those on board.

Nextyear the review will be internal.

FEES AND CHARGES

The Board undertook its annual review of fees and ongoing

charges. The biggest single element of cost is our payment

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 3

Strategic Report

to Bellevue (0.95% (per annum) of market capitalisation,

paidmonthly).

As I have highlighted previously there are a number of costs

that the manager has absorbed on behalf of the Company

which helps improve our overall OCR. There is a second

related point that is worth explicitly highlighting – the manager

is paid based on market capitalisation (as opposed to Assets

Under Management (‘AUM’)).

The link to market cap in our fee structure has a positive

impact on our ongoing charge ratios in years that we trade at

a discount to NAV. Nonetheless, I repeat my caution from last

year, that a falling AUM may mean that the ongoing charge

ratio overall might increase in the forthcoming year.

PORTFOLIO POSITIONING

The portfolio continues to be exposed to US stocks,

particularly in the small / mid-cap area and has a high active

share. As always, I will direct readers to the investment

manager report for more details.

As touched on above, this year has not been smooth

sailing. After a number of decades of falling interest rates,

and low inflation expectations, the change in environment

seen in the last year or so altered investor preferences and

valuations for smaller companies and for those that have

future promise or are waiting for inflexion points (whether they

be a regulatory approval, widespread adoption, a move to

profitability or another catalyst). Our portfolio companies often

sit at the intersection of these different elements, so suffer

disproportionately when there are headwinds – but hopefully

benefit substantially with even a modest tailwind.

GEARING

The Company has access to a multi-currency revolving credit

facility (“RCF”) with The Bank of Nova Scotia, that allows

it to borrow up to $280 million. The facility is ‘committed’

through to December 2024; i.e. the Investment Manager has

guaranteed access to this borrowing (within limits agreed

by the Board) should it see attractive opportunities. As of

30November 2023, the Company’s leverage ratio (under the

“gross method”) was 5% and our aim is to run a mid-single

digit average over the lifetime of the product (the average

gearing since inception is 6.96%).

RESPONSIBLE INVESTING

Both the Company and the Appointed Manager, Bellevue

Asset Management (UK) Ltd are committed to reflecting

Environmental, Social & Governance issues (ESG) within the

capital allocation process. More details around this topic can

be found on pages 26-32 of the Annual Report.

SHARE CAPITAL AND ISSUANCE

The Company’s issued share capital (excluding treasury

shares of 16.4 million) was 462.6 million Ordinary Shares

(post redemptions) as of 30 November 2023; a decrease from

586.8million as of the end of the previous financial year.

We did not issue any shares during the year via placements

or ‘tap’ issuance. 0.2 million shares were issued under the

scrip dividend programme. In November 2023 we received

redemption notices for 77.4 million shares.

The Company has the authority to issue a further c.55 million

Ordinary Shares ahead of the AGM on 26 April 2024. At the

AGM, we will be seeking authority to issue 47,898,719 new

Ordinary Shares to meet potential investor demands. Any new

tap issuance can only be done at (or at a premium to) NAV.

REDEMPTIONS, BUYBACKS, DISCOUNT

MANAGEMENT AND SHARE PREMIUM

ACCOUNT

Redemption process

Since inception, we have offered an annual redemption

option for shareholders.

This year we changed the record date (which had historically

been 2 November) to 2 September: this was to allow

the Company to undertake appropriate checks to ensure

compliance with the UK sanctions regime.

Bellevue Healthcare Trust plc Annual Report and Accounts 20234

Our shareholder register includes a number of nominee

accounts and under the sanctions regime we are required

to confirm that the ‘underlying beneficial owners’ (UBOs)

are not subject to the sanctions regime. In some cases,

thenominees or the UBOs are not in the UK which adds to

the complexity as some are not familiar with UK regulations.

To complete this endeavour, we employed a specialist

external agent and also benefitted from support from our

Company Secretary and our broker in communicating with

shareholders on our register. Despite this we only received

confirmation of sanctions regime compliance from the final

shareholder on the afternoon of 30 November – almost three

months from the record date.

Hopefully going forward greater clarity on the extent of

work required to ensure sanctions compliance, and greater

familiarity with it by some nominees / UBOs should help

make the process smoother. However, in the short term,

atleast, it is likely that we will continue to have a record date

at some interval to the redemption election date to allow for

the necessary checks.

I should however alert shareholders considering future

redemptions that (a) the costs of any checks (for instance

the cost of third party service providers) are offset against the

redemption amount and that (b) if checks are not completed

in time, the Board may have to decide whether to delay

payments to some or all redeeming shareholders.

Redemptions scale

This year, 77,428,034 shares were redeemed – this

represented 14.3% of the outstanding immediately prior to

the redemption point of 30 November 2023.

Buybacks

The Company seeks authority at each Annual General

Meeting to buyback 14.99% of its then outstanding shares.

At the last AGM this represented an authority to purchase

82,516,203 shares. During the year we bought back

16.4million shares which are now held in treasury and will be

cancelled in due course.

It is perhaps worth reminding investors that we only buyback

shares at a discount to net asset value – and as a result

such purchases are accretive to continuing investors.

Discount management

Both redemptions and buybacks can be considered

forms of ‘discount management’. Clearly neither would be

substantively utilised if we were not trading at a discount.

There are a number of elements that contribute to a discount

some of which we might influence (e.g. performance) or

impact at the margins (e.g. share buybacks and marketing

impact the balance of buyers versus sellers) but there are

many (e.g. interest rates, asset allocation decisions) that we

have no influence over.

Share premium account

On 3

November 2023, we also announced that the

Company was calling a general meeting to seek shareholder

approval for a special resolution to cancel the Company’s

share premium account.

UK companies have a nominal or par value for every share

that is issued; this is usually a very low value (in the case of

the Company it is one penny for ordinary shares). At IPO we

issued shares at 100 pence, and subsequently even higher.

The difference between par and issued value is assigned

to a section of our accounts known as the ‘share premium

account’; technically this is a ‘non-distributable reserve’.

Distributions (i.e. dividend payments, buybacks and

redemptions) utilise our ‘distributable reserves’ – which

generally comprise accumulated profits and losses. Thus,

itis perhaps self-evident that poor performance might impact

our distributable reserves.

Given the scale of the redemption requests, on

November2023 the Board was obliged to prepare for the

worst, whilst clearly hoping for the best. Given that payments

for redemptions were to be made in early December (andthat

the Board is also committed to our regular dividends) we had to

ensure that there would be sufficient distributable reserves under

all circumstances in the foreseeable future. I should emphasise

that there were sufficient resources / liquidity withinthe balance

sheet to fulfilour redemption obligations, but it was clear that

access to the share premium account (i.e.a non-distributable

reserve) mentioned earlier would provide extra certainty.

Hence your Board took the decision to seek shareholder

permission to petition the High Court to transfer amounts

from our share premium account into our special distributable

reserves. This requirement to seek High Court permission

is the result of the Company being a UK domiciled public

listed company. Shareholders with particularly long memories

will recall we undertook a similar exercise soon after IPO to

ensure sufficient distributable reserves at that time.

I should emphasise that moving amounts between the share

premium account and special distributable reserve on our

balance sheet has no impact on NAV or performance.

Chairman’s Statement continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 5

Strategic Report

The High Court hearing required preparation of witness

statements including various statements of capital. During this

time, in order to avoid ever changing numbers (which would

require additional filings, delays and cost) the Board chose to

suspend the buyback (as that might lead to a continuously

changing share count). Inadvertently we created an experiment

where we can see whether a pause on buybacks, albeit with

better performance in the underlying portfolio, impacts the

discount. I am sure this will lead to interesting conversations

during forthcoming board meetings and also with investors.

I should emphasise that calling a general meeting, and

seeking a court order to reduce the share premium account

is not an unusual event – particularly for a UK company

that pays regular dividends and undertakes regular capital

reduction exercises (ie buybacks or redemptions); though

due to the cost and effort required no board engages in this

lightly.

The formal reduction of the share premium account (and

matching increase in our special distributable reserve)

occurred after our November year end BUT before we paid

out the redemption funds in mid-December 2023. This move

of amounts between the accounting entries on our balance

sheet, though mentioned in the formal account section of this

report, will be clearer in the next fiscal years accounts.

DIVIDEND

The Company targets an annual dividend of 3.5% of

preceding year-end NAV, paid out in two equal instalments.

TheCompany paid out a final dividend of 3.235p in respect of

the year 2022, in May 2023 and an interim dividend of 2.995p

in respect of the financial year 2023 in August 2023.

The Board has proposed a final dividend of 2.995p per

Ordinary Share in respect of the financial year 2023 and,

ifapproved at the forthcoming Annual General Meeting, this

will be paid to Shareholders in May 2024.

For the financial year 2024, the Board is proposing a total dividend of

5.04p per Ordinary Share, composed of interim and final dividends

of 2.52p per Ordinary Share, to be paid in August/September 2024

and April/May 2025 respectively, subject to shareholder approval.

The lower dividend than last year reflects the fall in AUM.

The Company introduced a scrip dividend alternative in 2019,

allowing Shareholders to elect for their cash dividend to be

automatically subscribed on their behalf for new Ordinary

Shares. I mentioned in the last annual report that the Board

was monitoring the cost of the scrip dividend alternative.

Reluctantly in the interim accounts we announced the suspension

of the scrip dividend. This was because the take-up had been

falling, and the cost was hard to justify. Additionally, we were

trading at a discount to NAV whilst scrip dividend shares are

issued at NAV so economically it makes more sense for investors

to receive a cash dividend and buy shares in the market.

Having made commentary on discount management earlier,

Ishould point out that if the shares are trading below NAV then

a dividend of 3.5% of NAV means that the dividend yield on

the stock is actually higher – which may be attractive for some

new investors. Of course, if the share price subsequently rises

then though the absolute level of the dividend remains the

same, and the shareholder benefits from capital appreciation.

ANNUAL GENERAL MEETING &

SHAREHOLDER COMMUNICATION

The next AGM will be on 26 April 2024. There were a number

of requests at the last AGM for the managers to make a

short formal presentation on the sector and the portfolio

before a question and answer session. We will endeavour to

accommodate that this year.

We recognise it is not possible for everyone to attend an AGM

hence may I remind readers that we have a dedicated email

address for investors to submit any enquiries or feedback they

might have: info@bellevuehealthcaretrust.com. I encourage

you to make use of this facility. In the meantime, we will continue to

post content from the Investment Manager onto the Company’s

website to keep you informed of the Company’s progress.

On behalf of the Board, may I wish you a prosperous year

ahead and thank you for your continued support of Bellevue

Healthcare Trust Plc.

Randeep Grewal

Chairman of the Board of Directors

1 March 2024

Bellevue Healthcare Trust plc Annual Report and Accounts 20236

Investment Manager’s Report

PERFORMANCE SUMMARY –

MACROTHOUGHTS

Anyone familiar with our factsheets will know that we find much

joy in the boundless variety offered by the English language.

However, the seeking of superlatives to describe the tendency

of geopolitics and macroeconomics to throw obstacles into

the path of investors lost its lustre long ago.

What we crave, more than anything else, is a bottom-up stock-

driven market environment where operationally superior companies

outperform poorer ones. Sadly, the prior fiscal year (30 November

2022 – 30 November 2023) will go down as yet another where

external factors and extraneous information served to pressure

sentiment toward our holdings for non-fundamental reasons.

If there is anything positive to say about the overall macro backdrop

during this period, it would be that the year ended much more

positively than it began sentiment-wise. We can but hope for a

more rational and stock-driven performance during 2024, although

geopolitical concerns still represent a Damoclean overhang, even

as the economic picture looks to be stabilising somewhat.

Whilst interest rates, inflation and the attendant risks of

waning consumer sentiment and thus recession remained the

primary economic concerns, the dispersion of sector level

performance and overall market returns was largely opposite

to 2022, with most broad regional and global indices seeing

positive returns in dollar terms (Figure 1). Also, in contrast to

2022, and more in line with recent history, growth led value.

Figure 1 FY2023 Total Return Data – Key Broad Indices

Nov 22 Jan 23 Mar 23 May 23 Jul 23 Sep 23Dec 22 Feb 23 Apr 23 Jun 23 Aug 23 Oct 23 Nov 23

Perf. (rebased to 100 as of 30-11-22)

S&P 500 TR (13.8%) FTSE All Share TR (7.6%) MSCI World TR (13%)

Euro Stoxx 600 TR (14.9%)

100

105

110

115

120

Within this, market leadership was notably narrow during the

period, and performance was driven mainly by technology

stocks (especially the US “magnificent seven” – Alphabet,

Amazon, Apple, Meta, Microsoft, NVIDIA and Tesla), powered

along by a frenzy for AI-related exposures.

As we have seen many times before, the emergence of new

technologies tends to play out more slowly than people imagine,

and in ways not initially foreseen. The healthcare industry was an

early adopter and integrator of machine learning into all manner

of products and processes, and we think it has much to offer in

terms of real-world examples of implementing this technology.

As the year went on, we saw a sentiment tussle regarding

expectations for a hard or soft landing (i.e. the fiscal

tightening cycle will, or will not, result in a recession). Aswe

moved into November 2023, expectations had pivoted

back to where the year began; with a soft landing in the

United States being the predominant view, one aided by an

expectation of multiple interest rate cuts through 2024.

PERFORMANCE SUMMARY –

HEALTHCAREHIGHLIGHTS

The US dollar total return of the MSCI World Healthcare

Index during the fiscal year was -1.8%, which meant that it

underperformed the parent MSCI World Index by 14.8%,which is

again almost a mirror image of what happened in FY2022 and

the worst relative annualised performance over this period in the

23years for which comparable data is available.

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 7

Strategic Report

Healthcare was very much out of favour amongst generalist

investors, despite classical defensive attributes and a

generally worrisome backdrop of economic news. We can

think of several reasons why the sector may have fallen out

of favour during this period.

Firstly, many larger companies did not act as defensively as

hoped; we saw material cuts to earnings forecasts or the

outlook from mega-cap “bellwethers” like Pfizer and Sanofi.

Indeed, the dynamic of market leadership being narrow was

equally true in the healthcare sector as for the wider market.

This was the year of Novo Nordisk and Eli Lilly around the

anti-obesity theme/meme.

Secondly, in a market where investor money was flowing out

of equities and into bonds in the early part of the year, that

incremental investment into Technology stocks had to be

funded from somewhere and bond-like healthcare stocks

(i.e.big pharma) seemed to be a source of funds.

Thirdly, there was a nebulous perception of R&D

disappointments and lack of M&A, especially within

therapeutics. As discussed in the factsheets, we would not

agree with this perception from our own vantage point, but

market sentiment is not what we think about.

Figure 2 illustrates the healthcare sector performance

contribution by sub-sector. If we would make any observation

about the table, it would be that the final figures belie many a

twist and turn and much volatility during the period.

It speaks volumes that the best and second-best sub-

sectors could not share less in common in terms of

fundamental attributes and the worst performing sector

is ironically the one that is most likely to benefit from the

machine learning-based developments that so influenced the

wider market’s behaviour during the year.

Figure 2 FY2023 MSCI World Healthcare Index sub-sector performance data

Weighting Perf (USD) Perf (GBP)

Distributors 1.6% 21.6% 15.1%

Dental 0.4% 15.0% 8.8%

Other Healthcare/Animal Health 1.3% 5.6% 4.9%

Medical Technology 12.6% 4.4% -1.1%

Diversified Therapeutics 37.2% 4.4% -1.2%

Facilities 1.0% 1.9% -3.5%

Generics 0.4% 0.7% -4.7%

Services 2.1% -0.7% -6.1%

Managed Care 12.0% -3.7% -8.8%

Focused Therapeutics 8.4% -8.9% -13.8%

Tools 8.3% -11.8% -16.5%

Healthcare Technology 0.9% -12.0% -16.7%

Conglomerate 11.9% -12.7% -17.4%

Diagnostics 1.5% -16.1% -20.6%

Healthcare IT 0.6% -22.2% -26.4%

Index performance -1.8% -7.1%

Regular followers will know that we have repeatedly

mentioned the outsized impact of the size factor (i.e. relative

outperformance or underperformance based on market

capitalisation grouping). In summary, the past few years have

seen investors hiding in the relative safe haven of larger,

more liquid and typically more diversified companies.

Such companies tend to be older and more mature, so

less at the mercy of debt and equity markets for additional

funding and thus less sensitive to interest rates. They are

also easier to exit if the market does look like it is going down

and investors wish to reduce equity exposures.

Bellevue Healthcare Trust plc Annual Report and Accounts 20238

Figure 3 illustrates the impact of size factor within US

healthcare, by comparing returns over the past two fiscal

years from the healthcare series of the S&P 500 (mega-cap

dominated, $5.2trn value), S&P 400 (mid-cap focused, $212bn

value) and S&P 600 (small-cap dominated, $130bn value).

As the charts show, size factor dispersion was less

pronounced in FY2023 than it was in FY2022, but there

was still a material performance lag for smaller-capitalisation

stocks within the healthcare universe, again illustrating

the inherent conservatism of investors during this period

of macroeconomic uncertainty. Most of this relative

underperformance occurred in the late summer months

(when sentiment around a soft landing receded somewhat,

before reversing again into the calendar year-end).

Figure 3 FY2022 and FY2023 Total Return Data – Selected Healthcare Indices

Dec 21 Feb 22 Apr 22 Jun 22 Aug 22 Oct 22

Performance (rebased to 100 at 30-11-22)

S&P 500 HC S&P 400 HC S&P 600 HC

100

105

110

115

Dec 22 Feb 23 Apr 23 Jun 23 Aug 23 Oct 23

Performance (rebased to 100 at 30-11-23)

S&P 500 HC S&P 400 HC S&P 600 HC

100

105

110

Source: Bloomberg

Investment Manager’s Report continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 9

Strategic Report

Healthcare remains a stable sector from a regulatory

perspective, with very visible long-term demand growth

drivers and, whilst we all recognise that the cost of equity

has risen due to higher risk-free rates, it remains our view

that the multiple compression seen in small and mid-cap

healthcare equities went far beyond anything that could be

justified by the application of higher discount rates.

Neither could it be rationalised by taking earnings

downgrades or changes to the healthcare industry’s

regulatory or operating environment into account, since

in both cases the impact has been limited (downgrades

have been more at the upper end of the market cap scale).

Thepositive behaviour of these same SMID-focused indices

in December 2023 and January 2024 surely attests to

the arbitrary and egregious nature of the devaluation that

investors have witnessed over the past two years.

PERFORMANCE SUMMARY –

BELLEVUEHEALTHCARE TRUST

We would reiterate that the investment strategy we

are following leads to a portfolio with certain inherent

characteristics and factor exposures: dollar dominance,

mid-cap focus and low benchmark correlation. As was the

case in FY2022, these factor characteristics have been

negatively correlated with wider market performance over

the past year, leading again to an underperformance versus

our key comparator index, the MSCI World Healthcare

Index(Figure 4).

Figure 4 Bellevue Healthcare Trust – FY2023 Financial Performance Summary

Total Return (GBP) Fiscal 2023 Rolling 3 Year

Rolling 3 Year

(annual eq.)

Since Inception

(1-Dec-16)

BBH Share Price -15.1% -16.7% -5.9% +60.0%

BBH NAV -12.7% -7.6% -2.6% +78.3%

MSCI World Healthcare Index -7.1% +22.8% +7.1% +97.7%

Relative to MSCI World Healthcare Index

BBH Share Price -8.0% -39.5% -13.0% -37.7%

BBH NAV -5.6% -30.4% -9.7% -19.4%

Performance of other comparator indices

MSCI World Total Return Index +7.5% +30.9% +8.1% +106.1%

FTSE All Share Total Return Index +1.8% +24.8% +2.0% +42.2%

Source: Bloomberg. All performance figures are calculated as total return with dividends being reinvested in the relevant security, calculated in GBP and with the

relevant period ending on 30 November 2023.

The poor investment return performance during FY2023

pushed the Trust into underperformance since inception

when measured to the end of the fiscal year (Figure 5).

Whenconsidering the total shareholder return, the widening

of the discount rating on the Company’s share price from

-7.5% at the end of FY2022 to -10.3% at the end of FY2023

further eroded the performance.

Bellevue Healthcare Trust plc Annual Report and Accounts 202310

Figure 5 Total Return (NAV) since inception of Bellevue Healthcare Trust vs. UK listed comparables

MSCI WHC

Comp A

BBH

Comp B

Comp C

Comp D

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

97.7%

85.8%

78.3%

70.3%

39.3%

5.5%

Source: Bloomberg. All performance figures are calculated as total return with dividends being reinvested in the relevant security, calculated in GBP and with the

relevant period ending on 30 November 2023. UK listed comparables are (in no particular order) BIOG, IBT, PCGH and WWH.

PORTFOLIO SUMMARY

During fiscal 2023, the Company held positions in

34companies (compared to 37 in FY2021), beginning

the year with 29 positions and ending the year with 27

(fiveadditions and seven exits). In keeping with FY2022,

this was again a lower turnover year than the previous one;

excluding redemption-related selling, overall trading activity

more thanhalved.

Two of the seven additions during the year were

reinvestments in companies that had been in the portfolio

previously (Dexcom and Centene). Of the seven exits, two

were due to M&A (Amedisys and Point Therapeutics).

Of the remaining five exits, two were due to the companies

reaching our fair values, resulting in insufficient further

upside to justify continued ownership. The remainder were

cases where the investment thesis failed, or the company

changedits strategic direction in a manner that we did not

find compelling.

The evolution of the portfolio at a sub-sector level

is illustrated in Figure 6. Investors can find detailed

commentaryon the month-by-month evolution of the

sub-sector exposure in the monthly factsheets and these

should be investors’ primary source of information on the

portfolio and the strategy.

Investment Manager’s Report continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 11

Strategic Report

Figure 6 Portfolio sub-sector evolution

Subsector Allocation (month end) November 2022 May 2023 November 2023 Change (y-o-y, %)

Conglomerates 0.0% 0.0% 0.0% n/a

Dental 1.2% 0.9% 0.0% -1.2%

Diagnostics 10.5% 11.4% 13.3% +2.8%

Distributors 0.0% 0.0% 0.0% n/a

Diversified Therapeutics 6.4% 4.0% 0.0% -6.4%

Facilities 0.0% 0.0% 0.0% n/a

Focused Therapeutics 24.3% 21.3% 22.2 -2.1%

Generics 0.0% 0.0% 0.0% n/a

Healthcare IT 5.4% 8.8% 10.4% +5.0%

Healthcare Technology 3.9% 3.0% 5.7% +1.8%

Managed Care 7.0% 7.2% 7.8% +0.8%

Medical Technology 19.3% 18.8% 19.1% -0.2%

Services 15.3% 14.9% 11.7% -3.6%

Tools 6.5% 9.6% 9.9% +3.4%

Other Healthcare 0.0% 0.0% 0.0% n/a

Total 100.0% 100.0% 100.0%

As noted previously, we feel that the predominant driver of

performance during the period in review was sub-sector

allocation or thematic exposure, rather than individual stock

selection. In the early part of the year, size bias toward

SMIDhealthcare was a positive attribute, until the collapse of

Silicon Valley Bank (‘SVB’) on 7

March 2023.

Few public companies had material exposure to this entity

and, in any event, the Federal Reserve stepped in to

guarantee deposits within days of its collapse. Nonetheless,

the Trust’s NAV fell 7.5% in dollar terms over that period,

despite de minimis SVB exposure for portfolio companies.

From April to July, the sector broadly went sideways as

the wider market climbed higher on the rotation toward

mega-cap technology stocks around AI-related excitement.

In the later summer months, another meme frenzy around the

impact of widespread use of GLP-1 obesity drugs gripped

the market, dividing healthcare into a perceived binary

grouping of obesity “winners and losers”.

We have devoted many pages in the factsheets to debunking

the ludicrous implications of the stock moves that followed

around these so-called “losers”. We reiterate again that we

have not seen anything quite so kneejerk since the tail end

of the 1990s, and the similarly ludicrous ‘old versus new

economy’ debate over emerging tech companies. Change

takes time and is seldom so clear cut as Wall Street would

have investors believe.

Broadly speaking, we would characterise our activity during

the year as seeking to take advantage of these repeated

mispricing events to position the portfolio as best we could

to benefit from a recovery in sentiment, which we felt was

inevitably coming (and duly did in the last two months of

2023 and into January 2024). This is most evident in our

increased allocations to Tools, Healthcare IT and Healthcare

Technology and the reduced exposure to Diversified

Therapeutics.

With regard to the portfolio breakdown by market

capitalisation, this activity saw a further downward drift in

the median company size. We had ~300bp less exposure

to Mega-Cap and Large-Cap companies, with offsetting

increases in both the Small-Cap and Mid-Cap categories.

Despite this shift, the Company’s portfolio liquidity

parameters are unchanged. The portfolio remained highly

liquid; we estimate 100% of the portfolio could be liquidated

within nine trading days at a participation rate of 20%.

The already material geographic bias to the United States

increased, as we exited our exposures to Europe and Rest

of World and valuations in China continued to experience

significant pressure due to a lacklustre post-COVID recovery

and an overhang from an anti-corruption drive that has

caused physicians and hospital managers to somewhat

shy away from undertaking costly procedures or ordering

expensive equipment.

Bellevue Healthcare Trust plc Annual Report and Accounts 202312

Figure 7 Market capitalisation breakdown

Market capitalisation breakdownGeographical breakdown (operational HQ)

Mega-Cap

Large-Cap

Mid-Cap

Small-Cap

Asia

(inc. China & Japan)

22.1%

10.9%

14.5%

52.5%

Rest of World

Asia

(inc. China & Japan)

97.4%

United States

2.6%

Figure 8 Geographical breakdown (operational HQ)

Market capitalisation breakdownGeographical breakdown (operational HQ)

Mega-Cap

Large-Cap

Mid-Cap

Small-Cap

Asia

(inc. China & Japan)

22.1%

10.9%

14.5%

52.5%

Rest of World

Asia

(inc. China & Japan)

97.4%

United States

2.6%

Our top five and bottom five contributors to the evolution of

the NAV are summarised in Figure 9, along with their share

price development in sterling over the fiscal year (which

does not necessarily correspond to their performance for the

Company, since the size and duration of our holdings varies

over the year).

Figure 9 FY2023 Top and Bottom performers

Top 5 Performers (total return) Bottom 5 Performers (total return)

Company Sub-sector Performance (GBP) Company Sub-sector Performance (GBP)

Exact Sciences Diagnostics +34.7% Silk Road Medical Medical-Technology -83.4%

Apellis Pharmaceuticals

Focused

Therapeutics +2.1% Tandem Diabetes Care

Healthcare

Technology -54.5%

Insmed

Focused

Therapeutics +28.1% Outset Medical Medical-Technology -76.5%

Hutchmed

Focused

Therapeutics +50.4% Charles River Services -18.4%

Point Therapeutics

Focused

Therapeutics +88.9% Bio-Rad Laboratories Tools -30.4%

We would make the following comments regarding the

companies in Figure 9: only one of the top performers (Point

Therapeutics) was an M&A target; it was acquired by Eli Lilly.

As we go to press, we still have exposure to all of the worst

performers and see four of the five as materially undervalued

holdings that we expect to perform well in the future.

The standard ‘boiler plate’ comment around performance not

corresponding to the data in the table feels particularly apposite

in respect of Apellis Pharmaceuticals. The shares reached our

fair value and we materially reduced our holdings mid-year.

Shortly after, the stock fell >70% in July 2023 on concerns

about side effects for their key drug Syfovre. We felt this was an

overreaction, so we scaled up the position and rode the recovery

to considerable profit. We have since been taking profits again.

Hopefully this example serves as a useful illustration of

how the valuation discipline around share price maximums

works within the strategy. We are happy to exit even good

companies if the price is full and have no qualms about

going back into stocks again when circumstances are more

propitious and also demonstrates how the market is prone

to overreactions on the downside, something that we have

seen a lot over the past two years. For us, it has always been

a question of the longer-term fundamental outlook that drives

decision-making, rather than short-term market sentiment.

Investment Manager’s Report continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 13

Strategic Report

https://www.bellevuehealthcaretrust.com/uk-en/private/insights/

Full investment portfolio as of 30 November 2023

Company Sub-sector classification % Portfolio

1 OPTION CARE HEALTH Services 6.9

2 INSMED Focused Therapeutics 6.8

3 AXONICS Medical Technology 6.8

4 EVOLENT HEALTH Healthcare IT 6.6

5 EXACT SCIENCES Diagnostics 6.4

6 INTUITIVE SURGICAL Medical Technology 5.2

7 PACIFIC BIOSCIENCES Tools 5.1

8 APELLIS PHARMACEUTICALS Focused Therapeutics 4.8

9 BIO-RAD LABORATORIES Tools 4.8

10 CHARLES RIVER Services 4.8

Total Top 10 58.2

11 AXSOME THERAPEUTICS Focused Therapeutics 4.7

12 TANDEM DIABETES CARE Health Technology 4.5

13 CAREDX Diagnostics 4.2

14 ACCOLADE Healthcare IT 3.8

15 ATRICURE Medical Technology 3.1

16 UNITEDHEALTH GROUP Managed Care 3.1

17 CASTLE BIOSCIENCES Diagnostics 2.7

18 ELEVANCE HEALTH Managed Care 2.6

19 HUTCHMED Focused Therapeutics 2.4

20 CENTENE Managed Care 2.1

21 SAREPTA THERAPEUTICS Focused Therapeutics 2.1

22 SILK ROAD MEDICAL Medical Technology 1.5

23 INSPIRE MEDICAL Medical Technology 1.5

24 VERONA PHARMACEUTICALS Focused Therapeutics 1.4

25 DEXCOM Health Technology 1.2

26 OUTSET MEDICAL Medical Technology 0.7

27 VENUS MEDTECH Medical Technology 0.2

Total portfolio 100.0

Gross exposure £697.0 million

Net value of assets £665.5 million

Recent trading and outlook

In these fast moving and macro-oriented times, we continue to recommend that investors rely upon the detailed and discursive

monthly factsheets for an up-to-date view of the outlook. These can be found on the Company’s website

. We are pleased to report

that the Company’s performance in the three months to the end of February 2024 has been positive on a relative and absolute basis

and the macroeconomic situation is coalescing around a more constructive, narrower range of outcomes, even if the geopolitical

circumstances remain febrile.

It bears repeating that our strategy of investing in `healthcare change’ remains a powerful and compelling one. Healthcare continues to

be the secular growth story of our age. Recession or not, there are ever more people and they are ageing. More and more countries are

becoming developed economies and scientific progress continues to open up new avenues to relieve the burden of human suffering,

raising expectations of what products and services will be available to this ever-greater number of people.

Bellevue Healthcare Trust plc Annual Report and Accounts 202314

Investment Manager’s Report continued

However, society needs to pay for all of this and the current

model is neither easily scalable nor financially sound. If we cannot

bend the cost curve and change the delivery paradigm, the

services will need to be cut or the system will go bankrupt. Ergo,

healthcare must change. There is no alternative. We have already

seen profound changes implemented since the pandemic. The

tools, products and services that are enabling the re-imagining

of healthcare can be accessed through the public equity realm,

creating a persuasive investment opportunity. The past few years

may have been very challenging, but the fundamentals remain

very attractive.

Paul Major and Brett Darke

Bellevue Asset Management (UK) Ltd

1 March 2024

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 15

Strategic Report

Investment Policy, Results and

KeyPerformance Indicators

INVESTMENT POLICY

The Company invests in a concentrated portfolio of

listed or quoted equities in the global healthcare industry.

TheCompany may also invest in ADRs, or convertible

instruments issued by such companies and may invest

in, or underwrite, future equity issues by such companies.

TheCompany may utilise contracts for differences for

investment purposes in certain jurisdictions where taxation

or other issues in those jurisdictions may render direct

investment in listed or quoted equities less effective. Any use

of derivatives for investment purposes is made on the basis

of the same principles of risk spreading and diversification

that apply to the Company’s direct investments, as described

below, and such use is not expected in the normal course to

form a material part of the Gross Assets.

The investable universe for the Company is the global

healthcare industry including companies within industries

such as pharmaceuticals, biotechnology, medical devices

and equipment, healthcare insurers and facility operators,

information technology (where the product or service supports,

supplies or services the delivery of healthcare), drug retail,

consumer healthcare and distribution.

No single holding will represent more than 10 per cent.

of Gross Assets at the time of investment and, when fully

invested, the portfolio will have no more than 35 holdings.

The Company will typically seek to maintain a high degree of

liquidity in its portfolio holdings (such that 90 per cent of the

portfolio may be liquidated in a reasonable number of trading

days) and as a consequence of the concentrated approach,

it is unlikely that a position will be taken in a company unless

a minimum holding of 1.0 per cent. of Gross Assets at the

time of investment can be achieved within an acceptable level

ofliquidity.

There are no restrictions on the constituents of the Company’s

portfolio by index benchmark, geography, market capitalisation

or healthcare industry sub-sector. Whilst the MSCI World

Healthcare Index (in sterling) will be used to measure the

performance of the Company, the Company does not seek

to replicate the index in constructing its portfolio. The portfolio

may, therefore, diverge substantially from the constituents of

this index (and, indeed, it is expected to do so). However,

the portfolio is expected to be well diversified in terms of

industry sub-sector exposures. Given the nature of the

wider healthcare industry and the geographic location of the

investable universe, it is expected that the portfolio will have

a majority of its exposure to stocks with their primary listing

in the United States and with a significant exposure to the

US dollar in terms of their revenues and profits. Although the

base currency of the Company is sterling which creates a

potential currency exposure, this will not be hedged using any

sort of foreign currency transactions, forward transactions or

derivative instruments.

The Company will not invest in any companies which are, at

the time of investment, unquoted or untraded companies and

has no intention of investing in other investment funds.

BORROWING POLICY

The Company may deploy borrowing to enhance long-term

capital growth. Gearing will be deployed flexibly up to

20per cent. of the Net Asset Value, at the time of borrowing,

although the Investment Manager expects that gearing will,

over the longer term, average between 5 and 10 per cent.

of Net Asset Value. In the event that the 20 per cent limit is

breached as a result of market movements, and the Board

considers that borrowing should be reduced, the Investment

Manager shall be permitted to realise investments in an orderly

manner so as not to prejudice shareholders.

No material change will be made to the investment policy

without the approval of shareholders by ordinary resolution.

DIVIDEND POLICY

The Company will set a target dividend each financial year

equal to 3.5% of Net Asset Value as at the last day of the

Company’s preceding financial year. The target dividend will be

announced at the start of each financial year. This is a target

only and not a profit forecast and there can be no assurance

that it will be met.

Dividends will be financed through distributable reserves.

In order to increase the distributable reserves available to

facilitate the payment of dividends, the Company cancelled

the amount of £146,412,136 standing to the credit of its share

premium account immediately following first admission of its

Ordinary Shares to trading on the London Stock Exchange

in order to create a special distributable reserve. With effect

from 14 December 2023, a further amount of £617,709,517

Bellevue Healthcare Trust plc Annual Report and Accounts 202316

standing to the credit of the Company’s share premium

account was cancelled in order to increase the special

distributable reserve. The Company may, at the discretion

of the Board, pay all or part of any future dividends out of

the special distributable reserve, taking into account the

Company’s investment objective.

The Company intends to pay dividends on a semi-annual

basis, by way of two equal dividends, with dividends declared

in July and February/March and paid in August and March/

April in each year.

In accordance with regulation 19 of the Investment Trust

(Approved Company) (Tax) Regulations 2011, the Company

will not (except to the extent permitted by those regulations)

retain more than 15 per cent. of its income (as calculated for

UK tax purposes) in respect of an accounting period.

RESULTS AND DIVIDEND

The Company’s revenue return after tax for the year amounted

to a loss of £1,147,000 (2022: loss of £1,655,000).

TheCompany’s capital return after tax for the year amounted

to a loss of £119,891,000 (2022: loss of £36,769,000).

Therefore, the total return after tax for the Company was a loss

of £121,038,000 (2022: loss of £41,424,000).

The Company targeted a total dividend for the year ended

30November 2023 of 5.99p per Ordinary Share.

Interim dividend of 2.995p paid on 25 August 2023

Final dividend of 2.995p to be paid on 31 May 2024

(toShareholders on the register at the close of business

on 10 May 2024), subject to Shareholder approval at the

AGM to be held on 26 April 2024.

TARGET TOTAL DIVIDEND FOR THE YEAR

ENDING 30 NOVEMBER 2024

As announced by the Company on 12 January 2024,

forthe financial year ending 30 November 2024, the target

total dividend will be 5.04p per Ordinary Share, this being

3.5% of the audited net asset value per Ordinary Share of

143.87p (including current financial year revenue items) as at

30November 2023. The Board intends to declare an interim

dividend of 2.52p per Ordinary Share, being half of the target

total dividend for the financial year ending 30 November

2024, in July 2024 and intends to pay this dividend in

August/September 2024. The Board intends to propose a

final dividend of 2.52p per Ordinary Share for the financial

year ending 30 November 2024, in February/March 2025

and intends to pay this dividend in March/April 2025.

FIVE YEAR DIVIDEND PERFORMANCE

Interim dividend Final dividend Total dividend

Dividends paid/payable

Year ended 30 Nov 2019 2.425p 2.425p 4.85p

Year ended 30 Nov 2020 2.500p 2.500p 5.00p

Year ended 30 Nov 2021 3.015p 3.015p 6.03p

Year ended 30 Nov 2022 3.235p 3.235p 6.47p

Year ending 30 Nov 2023 2.995p 2.995p 5.99p

Target dividend*

Year ending 30 Nov 2024 2.520p 2.520p 5.04p

* This is a target and should not be taken to imply a profit forecast.

Investment Policy, Results and Key Performance Indicators continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 17

Strategic Report

KEY PERFORMANCE INDICATORS (“KPIs”)

The Board measures the Company’s success in attaining its

investment objective by reference to the following KPIs:

(i) To beat the total return of the MSCI World

Healthcare Index (in Sterling) on a rolling three year

period

The NAV total return from 1 December 2020 to 30 November

2023 was -7.6%. The total return of the MSCI World

Healthcare Index (in sterling terms) over the same period

was+22.8%.

The Investment Manager’s report on pages 6 to 14

incorporates a review of the highlights during the financial

year ended 30 November 2023. The Investment Manager’s

report on pages 6 to 14 gives details on investments made

during the year and how performance has been achieved.

(ii) To seek to generate a double-digit total Shareholder

return per annum over a rolling three year period

The NAV total returns from 1 December 2020 to

30November 2023 was -7.6%.

(iii) To meet its target total dividend in each

financial year

The Company targeted a total dividend of 5.99p per Ordinary

Share for the year ended 30 November 2023. The Company

paid an interim dividend of 2.995p per Ordinary Share in

August 2023 and proposes a final dividend in respect of the

year to 30 November 2023 of 2.995p per Ordinary Share.

(iv) Discount/premium to NAV

The discount/premium relative to the NAV per Ordinary Share

represented by the share price is monitored by the Board.

The share price closed at a 10.3% discount to the NAV as

at30 November 2023 (2022: 7.6% discount).

(v) Maintenance of reasonable level of ongoing

charges

The Board monitors the Company’s operating costs. Based

on the Company’s average net assets during the year ended

30 November 2023 the Company’s ongoing charges figure

calculated in accordance with the Association of Investment

Companies (“AIC”) methodology was 1.02% (2022: 1.04%).

Bellevue Healthcare Trust plc Annual Report and Accounts 202318

Risk and Risk Management

PRINCIPAL AND EMERGING RISKS AND

UNCERTAINTIES

The Board is responsible for the management of risks faced by

the Company and delegates the review process of this to the

Audit and Risk Committee (the “Committee”). The Committee

carries out, at least annually, a robust assessment of principal

and emerging risks and uncertainties and monitors the risks

on an ongoing basis. The Committee has a dynamic risk

assessment programme in place to help identify key risks in

the business and oversee the effectiveness of internal controls

and processes, providing a visual reflection of the Company’s

identified principal and emerging risks. The Committee

considers both the impact and the probability of each risk

occurring and ensures appropriate controls are in place to

reduce risk to an acceptable level.

During the year under review, the Committee considered the

continued weak investment performance from the perspective

of risk management. In that review, it considered whether the

investment process adopted at the prospectus to achieve the

Company’s return objective had been consistently applied.

The conclusion was there has been consistency of approach

which had been very adversely affected by macro-economic

reaction to geopolitical uncertainties that have arisen.

The concentrated high conviction portfolio selected from

bottom-up research results in a tendency to a selection of

smaller mid-sized companies which has adversely impacted

the resulting performance. The inability to mitigate for market

risk led the committee, from a risk perspective conclude

that the investment Manager is “doing what it says on the

tin” and so from a risk perspective, ensure the key risks are

communicated well to Shareholders.

The principal and emerging risks, together with a summary

of the processes and internal controls used to manage and

mitigate risks where possible are outlined below.

(I) MARKET RISKS

Economic conditions

Changes in general economic and market conditions including,

for example, impact of pandemics on global economies and

national responses to ameliorate such challenges, interest

rates, rates of inflation, industry conditions, competition, political

events and trends, tax laws, national and international conflicts

and other factors could substantially and adversely affect the

Company’s prospects and thereby the performance of its

Ordinary Shares.

Healthcare companies

The Company invests in global healthcare equities. This sector

may be affected by a number of particular risks including

changes in government regulations and government healthcare

programs, increases or decreases in the cost of medical

products and services and product liability claims. Healthcare

companies in particular, have patent protection, very competitive

forces on pricing and susceptibility to product obsolescence.

In addition, successful development of healthcare products

may be highly uncertain. The market prices for securities of

companies in the healthcare sector can reflect this by being

highly volatile.

Sub-sectoral diversification

The Company has no limits on the amount it may invest in

the healthcare sector and is not subject to any sub-sector

investment restrictions. Although the portfolio is expected to be

well diversified in terms of industry sub-sector exposures, the

Company may have significant exposure to portfolio companies

from certain sub-sectors from time-to-time.

Concentrated Portfolio

One of the key aspects to the investment proposition is

selection of core high conviction portfolio driven by the

Investment manager’s fundamental analysis. The maximum

number of stocks being held at any one time will be 35. This

Investment approach does not propose to follow a benchmark

and as such cannot be expected to reflect the benchmark

performance.

Changes of Risk during the year

The particular investment approach has not been altered during

the year though the market risk headwinds have continued to

adversely affect performance.

Management of risk

The Directors acknowledge that market risk is inherent in

the investment process. The Company is invested in a

concentrated, sector specific portfolio of investments and has a

well-defined investment policy that states that no single holding

will represent more than 10 per cent. of gross assets at the time

of investment.

The Investment Manager also has a well-defined investment

objective and process which is regularly and rigorously reviewed

by the independent Board of Directors and performance is

reviewed at quarterly Board meetings. The Investment Manager

is experienced and employs its expertise in selecting the stocks

in which the Company invests.

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 19

Strategic Report

The Board closely monitors the Company’s share price relative

to NAV and the Company’s discount / premium relative to

their peer group. A discount management policy including buy

backs and redemption facility is operated. Extensive marketing

is carried out by the Company’s Investment Manager, Broker

and a specialist PR company and regular communication

via the Company’s factsheets aims to inform shareholders.

An investment research consultant is engaged to provide

independent research for retail shareholders.

In addition to regular market updates from the Investment

Manager and reports at Board meetings, the Board convenes

more often as required.

(II) FINANCIAL RISKS

The Company’s investment activities expose it to a variety of

financial risks which include liquidity, currency, leverage, interest

rate and credit risks.

The Company invests in equities, with equities subject to strong

price fluctuations and specifically healthcare equities, which

can be subject to sudden substantial price movements owing

to market, sector or company factors. There is therefore a risk

that the Company’s holdings may not be able to be realised

at reasonable prices in a reasonable timeframe. Although

the Company’s performance is measured in sterling, a high

proportion of the Company’s assets may be either denominated

in other currencies or be in investments with currency exposure.

The Company pays interest on its borrowings and as such, the

Company is exposed to interest rate risk due to fluctuations

in the prevailing market rates. The Company may take on

leverage, which may lead to higher price movements compared

to the underlying market.

Financial risks in the year under review

Significantly, the $/£ movement negatively impacted the

results. The Board policy is not to hedge currencies as that

is not within the remit of an equity proposition however some

mitigation comes from the utilisation of multi-currency debt to

recognise the underlying investment currency.

Management of risk

The Company typically maintains a high degree of liquidity in its

portfolio holdings.

Further details on the management of financial risks can be

found in note 19 to the financial statements.

(III) CORPORATE GOVERNANCE AND

INTERNAL CONTROL RISKS

The Board has contractually delegated to external service

providers the management of the investment portfolio, custodial

services (which include the safeguarding of the assets),

registration services, and accounting and company secretarial

requirements. The major external service providers are outlined

on page 35 and 36 of the Directors’ Report.

The main risk areas arising from the above contracts relate to

allocation of the Company’s assets by the Investment Manager,

and the professional execution of their duties of performance

of administrative, registration and custodial services. These

could lead to various consequences including the loss of the

Company’s assets, inadequate returns to Shareholders and loss

of investment trust status. Cyber security risks could lead to

breaches of confidentiality, loss of data records and inability to

make investment decisions.

Management of risk

The Board has appointed experienced service providers.

Each of the contracts were entered into after full and proper

consideration of the quality and cost of services offered,

including the financial control systems in operation in so far as

they relate to the affairs of the Company.

All of the above services are subject to ongoing oversight of the

Board and the performance of the principal service providers

is reviewed on a regular basis. During the year, there have

been significant changes to senior management of a number of

service providers including at the Bellevue Asset Management

Board level in Switzerland and in the UK within the management

of the Administrator. The latter has been undergoing a series

of changes as consolidation in that industry is apparent. The

Board ensure that all these factors are considered in ensuring

service provision is maintained at the highest level.

All key service providers produce annual internal control reports

for review by the Audit and Risk Committee. These reviews

include consideration of their business continuity plans and the

associated cyber security risks. The Company’s key service

providers report on cyber risk mitigation and management on a

quarterly basis. This includes confirmation of business continuity

capability in the event of a cyber-attack and each service

provider is reminded of their duty to disclose any cyber security

breaches to the Company Secretary at least annually.

Bellevue Healthcare Trust plc Annual Report and Accounts 202320

(IV) REGULATORY RISKS

Breaches of Section 1158 of the Corporation Tax Act could

result in loss of investment trust status. Loss of investment

trust status would lead to the Company being subject to tax on

any gains on the disposal of its investments. Breaches of the

FCA’s rules applicable to listed entities could result in financial

penalties or suspension of trading of the Company’s shares on

the London Stock Exchange. Breaches of the Companies Act

2006, The Alternative Investment Fund Managers’ Directive,

accounting standards, the Listing Rules, Disclosure Guidance

and Transparency Rules, and Prospectus Rules could result in

financial penalties or legal proceedings against the Company or

its Directors.

Management of risk

The Company has contracted out relevant services to

appropriately qualified professionals. The Investment Manager,

Depositary and Administrator provide regular reports to the

Audit and Risk Committee on their monitoring programmes.

The Investment Manager monitors investment positions and

the Investment Manager and Administrator monitor the level of

forecast income and expenditure. Major regulatory change could

impose disproportionate compliance burdens on the Company.

In such circumstances representations would be made to seek

to ensure that the special circumstances of investment trusts are

recognised.

During the year there were no material changes to the risk level.

(V) KEY PERSON RISK

The Company depends on the diligence, skill and judgement

of the Investment Manager’s investment professionals and the

information and ideas they generate during the normal course

of their activities. The Company’s future success depends on

the continued service of key personnel. The departure of any

of these individuals without adequate replacement may have a

material adverse effect on the Company’s business prospects

and results of operations.

Management of risk

The strength and depth of the investment management team

provides comfort that there is not over-reliance on one person

with alternative investment managers available to act if needed.

The Board meets regularly with other members of the wider

team employed by the Investment Manager.

(VI) BUSINESS INTERRUPTION

Failure in services provided by key service providers, meaning

information is not processed correctly or in a timely manner,

resulting in regulatory investigation or financial loss, failure of

trade settlement, or potential loss of investment trust status.

The failure or breach of information security could potentially

lead to breaches of confidentiality, data records being

compromised and the inability to make investment decisions.

The failure or breach of physical security could lead to damage

or loss of equipment, with consequential negative results.

Management of risk

Each service provider has comprehensive business continuity

policies and procedures in place which facilitate continued operation

of the business in the event of a service disruption or a major

disruption event. Breaches of any nature are reported to the Board.

The Committee receives the Administrator’s report on internal

controls and the reports by other key third-party providers are

reviewed by the Investment Manager and Company Secretary on

behalf of the Committee. The Depositary reports on custody matters,

including the continued safe custody of the Company’s assets.

Cyber security risks are considered and continually monitored

by the Investment Manager as these threats evolve and become

increasingly sophisticated. The integrity of the Company’s

information security is closely monitored by the Board, with

each of the key service providers providing a regular report

through its internal audit function which covers information

technology security and provides comfort to the Board that

appropriate safeguards are in place.

The failure or breach of information security could potentially

lead to breaches of confidentiality, data records being

compromised and the inability to make investment decisions.

The failure or breach of physical security could lead to damage

or loss of equipment, with consequential negative results.

(VII) ESG AND CLIMATE CHANGE RISK

The financial risks from climate change are typically classified as

physical or transitional risks. Physical risks are those arising from

specific weather events and transitional risks are those arising

from the changes to regulations, such as the move to net-zero

carbon. The Company could suffer potential reputational

damage from non-compliance with regulations or incorrect

disclosures or as a result of increased investor demand for

products which promote ESG investments. The impact of

climate change could affect the Company’s investments and

Risk and Risk Management continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 21

Strategic Report

their valuations and potentially shareholder returns. Further

information on this can be found in the principal and emerging

risks and uncertainties section and Note 2 of this report.

Management of risk

The portfolio is well diversified to mitigate against physical risks.

Changes in climate change focused regulation, governing

both the Company and investee companies, will create some

uncertainty. In comparison to the broader economy, the portfolio

has a relatively low carbon footprint and the Investment Manager’s

parent company is currently deploying a CO

reduction strategy.

This strategy encompasses measures such as an independent

audit of its CO

footprint according to ISO14064-1 and GHG

protocols, implementation of corporate CO

reduction and

offsetting of excess emissions with high-quality climate projects.

Bellevue Group is targeting a reduction in CO

emissions per

FTE of at least 30% by 2030. Moreover, the Bellevue Group was

certified as carbon neutral by Swiss Climate in late 2021.

The Board encourages the Investment Manager to consider

ESG factors when selecting and retaining investments and

this has been a major topic of discussion in the past year. The

Investment Manager’s formal ESG guidelines cover areas such

as compliance with global norms (UN Global Compact, Guiding

Principles for Business and Human Rights, ILO standards),

value-based exclusions, controversies, climate change factors

and active ownership (management engagement, voting

policies, etc.).

The Company’s ESG statement is updated annually and

is available on the AIC website and on pages 26 to 32 of

this report. Investment trusts are currently exempt from

TCFDdisclosure, but the Board will continue to monitor the

situation.

Bellevue Healthcare Trust plc Annual Report and Accounts 202322

Viability Statement

The Directors have assessed the viability of the Company

for the five years to 30 November 2028 (the “Period”), which

the Directors consider to be an appropriate time horizon,

taking into account the long-term nature of the Company’s

investment objective and recommendation by the Financial

Reporting Council.

In reaching this conclusion, the Directors have considered

each of the principal and emerging risks, including climate

change and the liquidity and solvency of the Company

over the next five years. The Directors have considered the

Company’s income and expenditure projections and the fact

that the Company’s investments comprise readily realisable

securities, which could, if necessary, be sold to meet the

Company’s funding requirements. Portfolio changes and

market developments are discussed at quarterly Board

meetings. The internal control framework of the Company is

subject to a formal review on at least an annual basis.

The Directors do not expect there to be a material increase

in the annual ongoing charges ratio of the Company over the

Period. The Company’s income from investments and cash

realisable from the sale of its investments provide substantial

cover to the Company’s operating expenses under all stress

test scenarios reviewed by the Directors.

The Company has a redemption facility through which

Shareholders are entitled to request the redemption of all or

part of their holding of Ordinary Shares on an annual basis.

The redemption point is the last business day of November.

The Directors’ assessment assumes that the number of

shares redeemed will not affect the Company’s ability to

continue in operational existence. At the last redemption point

of 30 November 2023, redemption requests in respect of

77,428,034 Ordinary Shares were received, all of the Ordinary

Shares were redeemed and cancelled by the Company. All

shareholders who validly applied to have shares redeemed

received a Redemption Price of 142.07718 pence per share.

The Company’s redemption facility is subject to approval by

the Board.

Based on their assessment, the Directors have a reasonable

expectation that the Company will be able to continue in

operation and meet its liabilities as they fall due in the Period.

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 23

Strategic Report

Stakeholder Engagement

This section of the Annual Report covers the Board’s

considerations and activities in discharging their duties under

s.172(1) of the Companies Act 2006, in promoting the success

of the Company for the benefit of its members as a whole.

This statement includes consideration of the likely consequences

of the decisions of the Board in the longer term, how the Board

has taken wider stakeholders’ needs into account and the impact

of the Company’s operations on the environment.

The Board is ultimately responsible for all stakeholder

engagement. As an externally managed investment company,

the Company does not have any employees; rather it employs

external suppliers to fulfil a range of functions, including

investment management, secretarial, administration, public

relations, corporate brokering, depositary and banking services.

All of these service providers who are stakeholders in the

Company themselves help the Board to fulfil its responsibility to

engage with the Shareholders and other stakeholders.

The Board has identified the major stakeholders in the Company’s

business. On an ongoing basis the Board monitors both potential

and actual impacts of the decisions it makes in respect of the

Company upon those major stakeholders identified.

Importance of Engagement Examples of Engagement and Key Decisions

Shareholders

The Board’s principal concern is the interests of the

Company’s Shareholders and potential investors. As a public

company listed on the London Stock Exchange, the Company

is subject to the Listing Rules and the Disclosure Guidance

and Transparency Rules. The Listing Rules include a listing

principle that a listed company must ensure that it treats all

Shareholders of the same class of shares that are in the same

position equally in respect of the rights attaching to such

shares.

The investment objective of the Company is to provide

Shareholders with capital growth and income over the long

term, through investment in listed or quoted global healthcare

companies.

The Board maintains open dialogue between Shareholders,

the Investment Manager and other service providers.

The Investment Manager and Chairman, along with the

Company’s corporate broker meets regularly with the

Company’s Shareholders to provide Company updates and to

foster regular dialogue.

Feedback from meetings between the Investment Manager

and Shareholders is communicated with the Board.

With the assistance of regular discussions with and the formal

advice of the Company’s legal counsel, secretary and corporate

broker; the Board abides by the Listing Rules at all times.

The Board recently announced that for the financial year ending

30 November 2024, the target total dividend will be 5.04p per

Ordinary Share, this being 3.5% of the audited net asset value

per Ordinary Share of 143.87p (including current financial year

revenue items) as at 30 November 2023.

The Board encourages Shareholders to attend and participate

in the Company’s AGM and the Investment Manager attends

to answer any questions Shareholders may have. The

Company values any feedback and questions it may receive

from Shareholders ahead of and during the AGM. The Board

recognises that it is not possible for everyone to attend the AGM

and therefore encourage Shareholders to submit any enquiries or

feedback to the dedicated email address:

info@bellevuehealthcaretrust.com.

The Company’s Annual and Interim Reports are made available on

the Company’s website and are also circulated to Shareholders

as requested. This information is supplemented by the daily

calculation and publication of the NAV per Ordinary Share and

a monthly factsheet, which are announced via a Regulatory

Information Service feed and are also available on the Company’s

website.

The Board has appointed an independent research consultancy,

Kepler, to ensure that information and news about the Company is

regularly available for existing and potential Shareholders.

On a number of occasions during the year the Board wrote to the

Company’s larger Shareholders offering meetings or calls with the

Chairman or other members of the Board. The Board appreciate

that Shareholders vary by size and resources but the Company’s

investor relations team, Investment Manager and Board of

Directors are pleased to engage with Shareholders, whatever

their size.

Bellevue Healthcare Trust plc Annual Report and Accounts 202324

Importance of Engagement Examples of Engagement and Key Decisions

Investment Manager

The most significant service provider for the Company’s long-

term success is Bellevue Asset Management (UK) Limited,

who have been engaged as the Company’s Investment

Manager. The Investment Manager is responsible for the

management of the Company’s portfolio in accordance

with the Company’s investment policy and the terms of the

Investment Management Agreement.

The Investment Manager has also been appointed as the

Company’s AIFM in accordance with the Alternative Investment

Fund Managers Directive (“AIFMD”), for the purpose of

providing investment advisory services to the Company.

The Investment Manager has placed trust in the investee

companies to respond appropriately to operational challenges

and to ensure that high standards of corporate governance

and regard for Shareholders are at the forefront of managerial

decision-making.

The Board monitors the Company’s investment performance

in relation to its objectives and investment policy and strategy.

The Board regularly assesses the experience and resources

of the Investment Management team and the commitment

of the Investment Manager; to promote the Company and

foster Shareholder relations and to ensure that the Company’s

objective of providing capital growth combined with dividend

income for its investors are met.

During the volatile market environment caused by war in Ukraine

and the Middle East, increasing energy prices and rising global

inflation, the Board held a number of additional ad hoc meetings.

The Board receives and reviews regular reports and

presentations from the Investment Manager.

An open and active relationship is maintained with the

Investment Manager at Board meetings and additional meetings

when needed.

The Management Engagement Committee met during the year

and unanimously endorsed the continued appointment of the

Company’s Investment Manager.

Service Providers

As an externally managed investment trust, the Company

conducts all its business through its key service providers.

Before the engagement of a service provider, the Board

ensures that the Company’s business outlook as well as its

values are similar to those of the service provider.

A list of the Company’s key service providers can be found on

page 35 and 36 of this Report.

On an annual basis, the Board reviews the continuing

appointment of each service provider to ensure reappointment

is in the best interests of the Company’s Shareholders. The

Board has strong working relationships with the Investment

Manager, Broker, Company Secretary, Administrator and

Depositary and receives reports on the performance of the key

service providers by the Investment Manager and Company

Secretary.

The Board has strong working relationships with the Investment

Manager, Broker, Company Secretary, Administrator and

Depositary. The Board receives internal control reports from the

service providers and the Investment Manager.

During the year under review, the Board sought and received

reassurance that all key service providers had appropriate

business continuity plans in place. All key service providers

have maintained a high standard of service and demonstrate

operational resilience.

The Auditor is invited to attend the Audit and Risk Committee

meeting twice a year. The Audit and Risk Committee Chair

maintains regular contact with the Audit partner to ensure the

audit process is undertaken effectively.

Stakeholder Engagement continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 25

Strategic Report

Importance of Engagement Examples of Engagement and Key Decisions

Wider community and environment

The Company and its appointed professional suppliers keep

abreast of the rules and regulations affecting the investment

company sector.

The Investment Manager, as steward of the Company’s

assets engages with the investee companies to ensure high

standards of governance. The Board, Company Secretary and

AIFM are responsible for ensuring that various regulatory and

statutory obligations are met.

In making investment decisions, the Investment Manager takes

into account qualitative measures such as the environmental and

social impact of a company as well as financial and operational

measures.

The Company Secretary and AIFM regularly report to the Board

any changes in the regulatory environment and as AIC members,

the Board can draw on the resources available detailing any

regulatory changes.

The Company has articulated its ESG policy on pages 26 to 32.

The ESG policy is also available on the AIC website.

In summary, the Directors are cognisant of their duties enshrined in Section 172 of the Companies Act 2006 to make decisions

taking into account the long-term consequences of all the Company’s key stakeholders and reflect the Board’s belief that the

long-term sustainable success of the Company is linked directly to its key stakeholders.

Bellevue Healthcare Trust plc Annual Report and Accounts 202326

Environmental, Social and Governance

(“ESG”) Policy

OVERVIEW

This section summarises the incorporation of ESG factors

from both a company perspective at the Bellevue Healthcare

Trust level (‘the Company’ or ‘the Trust’) and from the Bellevue

Asset Management (UK) Ltd (‘Bellevue’) perspective, as the

appointed investment manager of the Trust. ‘We’ and ‘Our’

refer to Bellevue Asset Management (UK) Ltd. and its staff.

At the portfolio management level, Bellevue continues to refine

and adapt its approach to ESG integration and reporting. ESG

considerations are integrated into the core investment process

for all products. Bellevue has been a signatory to the United

Nations Principles of Responsible Investment (UN PRI) since

2019. The latest PRI update can be found on the Bellevue

Group website.

Bellevue Group has a CO

reduction strategy, including

an independent audit of its CO

footprint according to

ISO14064-1 and GHG protocols, the implementation of

corporate CO

reduction and offsetting excess emissions with

high-quality climate projects. Bellevue Group is certified as

carbon neutral by Swiss Climate.

THE SUSTAINABLE FINANCE DISCLOSURE

REGULATION (`SFDR’)

The SFDR is an EU law which aims to standardise disclosure

requirements on how financial market participants integrate

environmental, social and governance factors in their

investment decision-making and risk processes. With respect

to SFDR, the Trust is an Article 8 product and promotes

environmental and social characteristics in accordance with

Article 8 of the SFDR. Further information is provided within the

“ESG Disclosure” on the Trust’s website. Additional information

regarding the Trust’s environmental or social characteristics

can also be found in the periodic disclosures in AnnexI

– Article 8 Periodic Disclosures of this Annual Report and

Accounts.

The Trust remains out of the current scope for both the UK

climate-related reporting requirements and the EU Corporate

Sustainability Reporting Directive.

MANAGEMENT OF ESG FACTORS WITHIN

THE BELLEVUE HEALTHCARE TRUST

INVESTMENT PORTFOLIO

The consideration of ESG factors is part of the initial stages of

the investment process to screen out companies that would

not meet Bellevue’s criteria as early as possible. These formal

ESG guidelines cover areas such as compliance with global

norms (UN Global Compact, Guiding Principles for Business

and Human Rights, ILO standards), value-based exclusions,

controversies, climate change factors and active ownership

(management engagement, voting policies, etc.). Bellevue’s

high-level exclusion criteria can be summarised in two guiding

principles:

Companies that are involved in serious violations

of internationally recognised norms regarding the

environment, human rights and business ethics are

excluded from all portfolios.

Companies with controversial business activities that

exceed Bellevue’s stated revenue thresholds as set forth

by norms-based criteria are excluded from all portfolios.

Generally speaking, the Trust’s healthcare focus makes it

very unlikely that any excluded companies would ever fall into

our screening processes in the first place. However, there

have been a number of investment opportunities since the

inception of the Trust where we have decided not to progress

into detailed due diligence because they have failed to meet

our broader ESG principles. The most common reasons for

negative screen-outs continue to be governance structure

and/or reporting quality.

The assessment of ESG considerations is often over-simplified

to the level of significant controversies or an aggregated ESG

score provided by third party agencies. We remain firmly of

the view that the process must reflect the pitfalls of an over-

simplified “one size fits all” approach, especially in an industry

as diverse and complex as human healthcare. Bellevue

continues to use MSCI ESG reports for qualitative and

quantitative external data.

The scope and quality of external ESG assessments remain

variable, although the situation continues to improve year-on-

year. Where the available MSCI data is not comprehensive, we

rely on other third-party data providers and internal evaluations.

In FY2023, 100% of the companies that we were invested in

received a detailed rating from MSCI during the period. Although

coverage has improved, it was still not the case that MSCI met

with the management team of all of the companies reviewed

during the period, relying instead on public data.

Investors, including us, are encouraging companies to engage

with these third party agencies to address misunderstandings

within third party reports and we note some further progress

in this regard, with some of the portfolio companies previously

rated as laggards (often unfairly in our view) on ESG metrics

seeing marked improvements in their ratings.

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 27

Strategic Report

MSCI reports are only part of the process; we have our own

internally-generated qualitative criteria that form the basis of

decision-making, so we are not solely reliant on third-party

data or adherence to a singular industry standard. We do not

apply specific scoring criteria for exclusion from our portfolio

because we feel that an external rating or scoring approach

has significant limitations. Rather, we see these more as

tools to consider within a much more comprehensive and

holistic approach.

THIRD PARTY DATA METRICS

As noted previously, assessments of quantitative ESG

parameters must be considered carefully, since there are all

manner of numerator and denominator issues in the third party

data that confound comparisons, and the tendency of larger

companies to comply by default becomes more relevant when

compared to a benchmark that is dominated by some of the

world’s largest and most valuable companies.

Portfolio-level data and comparables for the reference Index are

summarised in Figure 1 below. The portfolio’s ESG Quality Score

and the overall sustainable impact (which is driven largely by

the social impact score on major diseases) have declined. As

outlined in the Investment Manager’s report, the median market

capitalisation of the portfolio has declined and this is typically

correlated with lower overall scores in all three categories of

Environmental, Social and Governance. This also resulted in the

inclusion of one company that is not rated (note: the proportion

not rated relates to the weighting, not the number of companies).

It is notable that the ESG Rating and Quality Score for the

reference index have declined compared to November 2022.

To our minds, this is a positive development for all investors

interested in consistent and balanced ESG ratings. We note

that MSCI altered its ESG rating methodology in May 2023 by

removing the so-called adjustment factors from the calculation

of the ESG Quality Score. These changes were made after a

consultation with clients who noticed an upward shift in ESG

fund ratings.

Of more interest though is the outsized impact of fundamental

downgrades to some of the largest stocks in the benchmark.

The median change in rating by company was positive during

the year (33 upgrades, 15 downgrades) but the impact of the

downgrades on a weighted basis were negative. We have

been saying for years that we want to see a more consistent

approach across the market cap spectrum and these

movements leave us more optimistic that such changes are

underway.

The Governance Score of the portfolio having risen over

2021-2022, remained very high in 2023. We would note that

the individual outputs in the table are outputs from MSCI and

we do not target any specific thresholds for these individual

items in our ESG assessment process.

Figure 1 November 30, 2021 November 30, 2022 November 30, 2023

Portfolio MSCI WHC Portfolio MSCI WHC Portfolio MSCI WHC

ESG Rating A A A AAA BBB A

Proportion not rated 0% 0% 0% 0% 1% 0%

ESG Quality Score 6.4 6.2 6.5 10.0 5.5 7.1

Environmental Score 5.3 7.1 5.4 7.1 5.3 7.0

Social Score 4.9 5.0 4.5 5.2 4.4 5.0

Governance Score 5.6 5.2 6.1 5.8 6.1 6.0

Overall Sustainable Impact 37.0% 16.0% 34.1% 17.3% 29.3% 16.4%

We reiterate the view that reducing these complex issues

to single level datapoints is unhelpful and confusing, and it

remains that the larger companies that dominate benchmark

indices are able to devote more resources to providing data

or simply score better since some of the measurement

approaches display an inherent size bias (which is

acknowledged by the rating agencies) and we are hopeful that

scoring methodologies will ultimately be adjusted to better aid

comparability across the company size spectrum.

SFDR REPORTING

In 2022, Bellevue introduced a minimum threshold of 50%

“Investments with Sustainable Characteristics” for the Trust

portfolio. This is defined by sufficient ESG research coverage,

a minimum ESG Rating of BB or higher, and compliance with

global norms.

In addition, the Trust must have a minimum of 25% of the

portfolio qualifying as “Sustainable investments”. SFDR defines

a “Sustainable Investment” as an investment in an economic

activity that contributes to the achievement of an environmental

Bellevue Healthcare Trust plc Annual Report and Accounts 202328

and/or social objective while not significantly harming any of

these objectives. Furthermore, the invested companies must

apply practices of good corporate governance.

For an investment to qualify as a “Sustainable Investment”,

Bellevue applies the 17 UN Sustainable Development Goals

(SDGs).

MSCI measures the target contribution of companies to each

of the SDGs and categorizes them as “strongly aligned”,

“aligned”, “neutral”, “misaligned” and “strongly misaligned”.

As of 30 November 2023, 56% of the investment portfolio

met the definition of “Sustainable investments”, which is well

above the 25% minimum threshold. However, these numbers

have declined since the prior year, again reflecting the move

down the market capitalisation curve (we now have three

companies that are not rated for these characteristics, versus

two in FY2022 and the combined weighting of the ‘not rated’

companies is higher than was the case last year.

Figure 2

Net invested assets

100%

Other investments

13%

Other investments

with sustainable

characteristics

31%

Investments

with sustainable

characteristics

87%

Sustainable investments

(SFDR)

56%

More detailed information on the approach and methodology

applied can be found on our website.

RESPONSIBLE STEWARDSHIP

Responsible investing does not end with the due diligence

process; the importance of ongoing engagement with

management teams cannot be overstated. Active fund

management arguably derives a material proportion of its

longer-term alpha generation opportunities through the

ability to proactively consider, debate and influence (via the

exercising of voting powers) potential issues at investee

companies.

Bellevue takes voting obligations seriously and there are

multiple structures in place to ensure that we vote in all

shareholder meetings. While we evaluate external reports

when considering how we might vote, we do not outsource

our voting to a proxy agency and are happy to go against both

their recommendations and the wishes of management, when

we consider it important to do so. Over the period in review,

we took part at 34 votable meetings (covering 292 resolutions)

and Figures 1 & 2 below summarise how we voted in these

meetings:

https://www.bellevuehealthcaretrust.com/uk-en/private/investor-relations/legal-documents “ESG Disclosure”

Environmental, Social and Governance (“ESG”) Policy continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 29

Strategic Report

Meeting Overview

Category Number Percentage

Number of votable meetings 34

Number of meetings voted 32 94.12%

Number of meetings with at least 1 vote Against, Withhold or Abstain 14 41.18%

Ballot Overview

Category Number Percentage

Number of votable ballots 68

Number of ballots voted 64 94.12%

Proposal Overview

Category Number Percentage

Number of votable items 292

Number of items voted 251 85.96%

Number of votes FOR 211 84.06%

Number of votes AGAINST 18 7.17%

Number of votes ABSTAIN 0 0.00%

Number of votes WITHHOLD 10 3.98%

Number of votes on MSOP Frequency 1 Year 12 4.78%

Number of votes on MSOP Frequency 2 Years 0 0.00%

Number of votes on MSOP Frequency 3 Years 0 0.00%

Number of votes With Policy 250 99.60%

Number of votes Against Policy 1 0.40%

Number of votes With Management 218 86.85%

Number of votes Against Management 33 13.15%

Number of votes on MSOP (exclude frequency) 25 9.96%

Number of votes on Shareholder Proposals 8 3.19%

Engagement with voting is only part of the process.

Pragmatically, we are but one of many voices and it may be the

case that even after a multi-year engagement with management

and exercising our voting power we have not been able to elicit

change. In such a situation, we would consider divesting our

holding, depending on the materiality of the issues.

We have yet to divest a holding due to ESG considerations,

which attests to the robustness of the initial screening

approach in helping us to avoid potential controversies. We

are quite happy to exit positions when we lose confidence in

management or strategy and several historical examples of

such situations can be found in our monthly factsheets.

TRUST-SPECIFIC EXCLUSION CRITERIA

AND TOLERANCE THRESHOLDS

It would be very easy to claim that one has a blanket ban on

investing in everything that’s bad or that all one’s investments

are sustainable. However, some points of view are subjective

and some things are what they are: every human healthcare

company is involved in supporting animal testing to some

degree and you cannot rationally penalise an industry for a

regulatory requirement that is designed to save human lives.

Finally, one must recognise that rarely are matters so clear

cut as to be able to definitively state a company has zero

involvement or exposure to a controversial area; one can easily

Bellevue Healthcare Trust plc Annual Report and Accounts 202330

take exposures off the balance sheet via outsourcing (animal

testing is often outsourced, for example).

With these realities in mind, it makes more sense to operate

by a set of guiding principles based on data that can be

simply ascertained from management and that are realistically

achievable for the portfolio overall.

Bellevue agreed an expansive list of thresholds with the Board

of the Company that came into effect from 1 January2022.

These are aligned with, or go further than, the criteria

enshrined by Bellevue Asset Management (UK) Ltd’s group-

wide policies.

The table below serves as much as a documentary ‘terms

of reference’ for analysts compiling such reports on behalf of

underlying investors as it does to inform shareholders about

what we are doing in respect of running the portfolio. The list is

unchanged from last year.

Potential Issue/controversy Comment

Exclusion Criteria

(max % revenues)

Environmental considerations

Thermal coal The company would not knowingly invest in a holding involved in the

production of any fossil fuels.

Other fossil fuels The company would not knowingly invest in a holding involved in the

exploration for, or production of, any fossil fuels, including fracking and

other unconventional oil sources.

Nuclear power The company would not knowingly invest in a holding involved in the

production of nuclear energy.

Palm oil Palm oil and derivatives such as tocopherol are widely used excipients in

biomedical preparations and unlikely to be avoidable within the investment

mandate. We try to ensure that investee companies are committed

to sustainable sourcing of such products and are thus not promoting

deforestation.

Responsible mineral

sourcing

To the extent that it is relevant, we aim to ensure that investee companies

source raw materials such as minerals from responsible suppliers who

comply with relevant global standards around the environmental and

social impact (e.g. no forced labour, conflict minerals etc.) of mining

activities.

Environmentally damaging

agricultural chemicals

(insecticides, herbicides

etc.)

The investment focus of the Company is on human healthcare and

so we would not intentionally invest into companies manufacturing or

supplying agricultural products that may have an environmental impact.

However, there is a long-standing historical linkage between the chemical,

pharmaceutical and agrochemical industries and it is possible that such

legacy business tie-ups do persist, therefore we apply a higher threshold.

10%

Social considerations

Alcohol production

(beverages)

The Company would not knowingly invest in a holding involved in the

production of alcoholic beverages, but alcohol is a common constituent of

medicinal products and sterilisation solutions.

Tobacco production The Company would not knowingly invest in a holding involved in the

production of tobacco products.

Tobacco sales Indirect exposure to tobacco sales through retail outlets or peripheral

activities is hard to fully discount, hence we allow for a higher threshold

versus other considerations.

10%

Environmental, Social and Governance (“ESG”) Policy continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 31

Strategic Report

Potential Issue/controversy Comment

Exclusion Criteria

(max % revenues)

Cannabis-based products The Company can invest, and has invested, into holdings that offer

therapeutic products derived from, or containing cannabinoids. However,

the Company would not knowingly invest into a holding involved in the

production or supply of recreational cannabis products.

n/a

Pornography The Company would not knowingly invest in a holding involved in the

production or sale of pornographic material/content.

Gambling The Company would not knowingly invest in a holding involved in the

provision of gambling services or the operation of gambling venues.

Predatory lending practices

and price gouging

We seek to ensure that, where applicable, investee companies do not

supply products under terms that would constitute unfair, deceptive or

predatory terms to customers or engage intentionally in price gouging

during periods of tight supply.

Animal testing and related

animal welfare issues

The use of animal disease models in pharmaceutical R&D and the

undertaking of pre-clinical testing in animal species are integral parts of

the regulatory pathway for approving new medicines. Given the risks

involved in unproven medicines and the human suffering such products

alleviate, we agree such testing is morally and ethically justified at the

current time due to the absence of credible alternatives. We therefore

limit our focus to ensuring that investee companies adhere to the highest

standards of welfare in respect of the animals that are used for such

purposes.

n/a

Genetic research Whilst we appreciate that some investors find the manipulation of genetic

material in animals or human cell lines to be controversial, it has the

potential to greatly enhance our understanding of human disease and,

via gene therapy, gene editing and gene silencing to be directly deployed

as a therapeutic intervention, particularly in areas of high unmet need. As

such, we do not consider this to be controversial, as long as research

follows accepted ethical guidelines and is appropriately supervised.

n/a

Use of embryonic stem

cells

Whilst the utilisation of embryonic stem cells (gathered historically from

aborted foetuses, more commonly today from unwanted IVF embryos

that are donated with informed consent or taken from similarly donated

umbilical cord material) is undoubtedly controversial, it also has the

potential to greatly enhance our understanding of human disease and

there are not currently viable alternatives in many cases. There are

ethics guidelines (most notably those of the US National Institutes of

Health, 2009) and our focus is to ensure that, where such research is

undertaken, it is performed in line with these guidelines.

n/a

Conventional weapons &

military contracts

The Company would not knowingly invest in a holding involved primarily

in the provision of armaments. We would note that, as large employers in

many countries with their own dedicated healthcare infrastructure, many

investee companies will have contracts to supply the military forces of a

country with healthcare products and/or services. Military personnel are

just as entitled to good healthcare as anyone else, so we do not see this

as an issue.

Unconventional weapons Bellevue Group maintains a list of companies connected with the supply

of unconventional weapons and investment into such companies is

prohibited.

Bellevue Healthcare Trust plc Annual Report and Accounts 202332

Potential Issue/controversy Comment

Exclusion Criteria

(max % revenues)

Governance considerations

Dealing with oppressive

regimes

Whilst it may be unpalatable to deal with corrupt or oppressive regimes, it

would only compound the misery and suffering of the oppressed people

if they were also denied access to healthcare products and services. As

such, we do not judge our companies on who they chose to supply life-

saving products and services to.

n/a

Bribery & Corruption The managers are committed to investigating serious allegations of bribery

or corruption made against investee companies and discussing these with

management.

n/a

Equitable access to

products for developing

countries

Within the healthcare sector, affordable access to products for less

developed countries is rightly highlighted as a controversial area and

an important topic. We do engage with management teams around this

topic. However, you cannot supply regulated products into markets

where those products have not yet been approved. This point is often

misunderstood in the media and certain external ESG ratings, with smaller

companies unfairly penalised when they only have approvals in a handful

of developed countries.

n/a

Human capital

development and diversity

It is laudable that external rating agencies focus on human capital

development and diversity. However, one must be pragmatic and take

into account the size and geographic focus of a company. A small,

research stage entity based in one location is simply not going to be able

to match the diversity of a broad-based multi-national, nor will it be at a

stage where it is hiring inexperienced people with a view to training them

up. We see inappropriate comparisons being made in these areas all too

frequently.

n/a

Environmental, Social and Governance (“ESG”) Policy continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 33

Strategic Report

ENVIRONMENTAL MATTERS

The Company has no greenhouse gas emissions to report

from its operations, nor does it have responsibility for any other

emissions producing sources under the Companies Act 2006

(Strategic Report and Directors’ Reports) Regulations 2013.

Investment trusts are currently exempt from TCFD disclosure,

but the Board will continue to monitor the situation.

EMPLOYEES

The Company has no employees. As at 30 November 2023

the Company had five Directors, three of whom were male

(60%) and two of whom were female (40%). The Board’s policy

on diversity is contained in the Corporate Governance Report

(on page 43).

SOCIAL, COMMUNITY AND HUMAN RIGHTS

ISSUES

Having no employees, the Company, as an investment

company, has no direct impact on social, community,

environmental or human rights matters.

MODERN SLAVERY DISCLOSURE

Due to the nature of the Company’s business, being a company

that does not offer goods or services to consumers, the Board

considers that it is not within the scope of modern slavery.

The Board considers the Company’s supply chains, dealing

predominantly with professional advisers and service providers

in the financial service industry, to be low risk in relation to this

matter.

CONSUMER DUTY

The Company and Investment Manager are fully cognisant of

the rules which came into force on 31 July 2023 and have

taken the necessary steps to ensure compliance.

OUTLOOK

The outlook for the Company is discussed in the Investment

Manager’s Report on pages 13 and 14.

STRATEGIC REPORT

The Strategic Report set out on pages 1 to 33 of this Annual

Report was approved by the Board of Directors on 1 March

2024.

For and on behalf of the Board

Randeep Grewal

Chairman

1 March 2024

Other Information

Bellevue Healthcare Trust plc Annual Report and Accounts 202334

Governance

Bellevue Healthcare Trust plc Annual Report and Accounts 202334

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 35

Governance

Directors’ Report

The Directors present their annual report and accounts for the

year ended 30 November 2023.

STRATEGIC REPORT

The Directors’ Report should be read in conjunction with the

Strategic Report on pages 1 to 33.

LEGAL AND TAXATION STATUS

The Company is an investment company within the meaning

of Section 833 of the Companies Act 2006. The Company

conducts its affairs in order to meet the requirements for

approval as an investment trust under section 1158 of the

Corporation Tax Act 2010. The Company has received initial

approval as an investment trust and the Company must

meet eligibility conditions and ongoing requirements in order

for investment trust status to be maintained. In the opinion

of the Directors, the Company has met the conditions and

requirements for approval as an investment trust for the year

ended 30 November 2023.

ALTERNATIVE FUND INVESTMENT

MANAGERS (“AIFM”)

Bellevue Asset Management (UK) Ltd (“Bellevue”)

isauthorised and regulated by the Financial Conduct

Authority (“FCA”) to undertake the regulated activities

as defined in theAlternative Investment Fund Managers

Directive (2011/611/EU) (“AIFMD”).

On 1 April 2020, it was announced that Bellevue had been

appointed as AIFM to the Company, subject to the overall

control and supervision of the Board. Under the terms of the

AIFM agreement, Bellevue performs the activity of investment

management in accordance with the investment policy of the

Company and has discretion to buy, sell, retain, exchange

or otherwise deal in investment assets for the account of

theCompany.

The Investment Manager is entitled to receive a management

fee payable monthly in arrears and calculated at the rate

of one-twelfth of 0.95% per calendar month of market

capitalisation. Market capitalisation means the average of

the mid-market prices for an ordinary share, respectively,

as derived from the daily official list of the London Stock

Exchange on each business day in the relevant calendar

month multiplied by the number of Ordinary Shares,

respectively, in issue on the last business day of the relevant

calendar month excluding any Ordinary Shares held in

treasury. There is no performance fee payable.

As allowed under the AIFMD, Bellevue has delegated the

activity of Risk Management to Bellevue Asset Management

AG (the “Delegated Risk Manager”).

The AIFM agreement may be terminated on 12 months’

written notice and may be terminated with immediate effect

on the occurrence of certain events, including insolvency,

on a change of control of the Investment Manager or in the

event of a material breach which fails to be remedied within

30 days of receipt of notice.

As an AIFM, Bellevue must ensure that it, together with

the Company, is fully compliant with the terms of the

AIFMD. Inorder to accomplish this, the required regulatory

obligations are met through the cooperation of both parties

as well as with significant input from the Delegated Risk

Manager.

Bellevue has agreed with the Delegated Risk Manager, and in

full compliance with the AIFMD, a Risk Framework in respect

of the Company. The Risk Framework seeks to govern the

investment and operational risks as well as ensuring that

all risk limits are complied with. All required risk reporting is

completed by the Delegated Risk Manager.

The Delegated Risk Manager monitors the Company on a daily

basis in order to ensure that Bellevue is operating within the risk

limits contained in the risk policy and seeks to identify breaches.

If Bellevue breaches a risk management limit, then it is required

to notify the Delegated Risk Manager of the breach as soon

as possible, and by the day after the infraction occurred at the

latest. In addition to providing details of the breach, Bellevue

Bellevue Healthcare Trust plc Annual Report and Accounts 202336

confirms how and when the breach was resolved or when and

how it is intended that the breach will be resolved.

The AIFMD Annex IV reporting requirements are

undertakenby the AIFM, Administrator and other selected

service providers.

BROKER

The Company’s sole broker is J.P. Morgan Cazenove. The

Company ceased to use Alvarium Securities Limited as its

joint broker in February 2023.

DEPOSITARY

CACEIS Bank, UK Branch has been appointed as the

Company’s depositary.

COMPANY SECRETARY AND

ADMINISTRATOR

Apex Listed Companies Services (UK) Limited provide

company secretarial and administration services to the

Company, including calculation of its daily Net Asset Value.

The Board has had continuous direct access to the advice

and services of the Company Secretary who is responsible

for ensuring that the Board and Committee procedures

are followed, and that applicable rules and regulations are

complied with.

The Company Secretary provides full company secretarial

services to the Company, ensuring that it complies with all

legal, regulatory, and corporate governance requirements

and officiating at Board meetings and Shareholders’

meetings. The Company Secretary is also responsible to

theBoard for ensuring timely delivery of information and

reports and that the statutory obligations of the Company

are met. Finally, the Company Secretary is responsible

for advising the Board through the Chairman on all

governancematters.

MANAGEMENT ENGAGEMENT

The Directors are satisfied that the AIFM has the suitable

skills and experience to manage the Company’s investments

and believe that the continuing appointment of the AIFM is in

the interests of Shareholders as a whole.

ALTERNATIVE INVESTMENT FUND

MANAGERS’ DIRECTIVE (“AIFMD”)

In accordance with the AIFMD, the AIFM must ensure that an

annual report containing certain information on the Company

is made available to investors for each financial year. The

investment funds sourcebook of the FCA (the “Sourcebook”)

details the requirements of the annual report. All the

information required by those rules are included in this Annual

Report or is or will be made available on the Company’s

website, https://www.bellevuehealthcaretrust.com.

The AIFM is required to make certain disclosures on its

remuneration in respect of the AIFM’s relevant reporting

period. These disclosures are available on request from

theAIFM.

LEVERAGE (UNDER AIFMD)

The AIFM is required to set leverage limits as a percentage

of net assets for the Company utilising methods prescribed

under AIFMD. These methods are known as the gross

method and the commitment method.

Under both methods the AIFM has set current maximum

limits of leverage for the Company of 120%.

A leverage percentage of 100% equates to nil leverage. The

Company’s leverage under each of these methods at its year

end is shown below:

Gross

method

Commitment

method

Maximum leverage limit 120% 120%

Actual leverage at 30 November

2023*

105% 105%

* Definitions of this APM together with how these measures have

been calculated can be found on pages 83 and 84.

SHARE ISSUES

During the year ended 30 November 2023, the Company

issued 209,697 Ordinary Shares, through the ongoing share

issuance programme. The number of Ordinary Shares in issue

at 30 November 2023 was 478,987,196 Ordinary Shares,

of which 16,398,646 Ordinary Shares are held in Treasury.

Therefore, the total number of voting rights in the Company

is462,588,550.

The authority to issue new shares pursuant to the placing

programme, detailed in the Company’s prospectus dated

Directors’ Report continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 37

Governance

10 November 2016, expired on 9 November 2017. The

Company published a new prospectus on 5 November 2018,

for the issuance of up to 345 million Ordinary Shares by way

of an Initial Placing, Offer for Subscription and Intermediaries

Offer, and pursuant to a new share issuance programme. A

supplementary prospectus was issued on 20February 2019.

At the AGM of the Company held on 28 April 2023,

the Directors were granted authority to allot up to

55,047,500Ordinary Shares on a non-pre-emptive

basis. This authority will expire at the conclusion of the

forthcomingAGM.

The authorities have the following benefits for Shareholders:

Enable the Company to continue to take advantage of

opportunities to make further investments in accordance

with its investment objective and policy;

Increase the market capitalisation of the Company,

helping to make the Company attractive to a wider

investor base;

A greater number of Ordinary Shares in issue should

improve liquidity in the secondary market for the Ordinary

Shares and make the Ordinary Shares more attractive to

a wider range of investors; and

Grow the Company, thereby spreading the Company’s

fixed running costs across a larger equity capital base

which should reduce the level of ongoing expenses per

Ordinary Share.

It must be noted that the price at which any new Ordinary

Shares are issued to satisfy market demand is never less

than the prevailing Net Asset Value (cum-income) per

Ordinary Share at the time of issue plus a premium to cover

the expenses of such issue, therefore Shareholders will not

suffer any dilution to the Net Asset Value (cum-income) per

Ordinary Share as a result of any such issue.

The Board recommends that the Company is granted a new

authority to issue up to a maximum of 47,898,719Ordinary

Shares (representing 10% of the shares in issue at the

date of this document) and to disapply pre-emption rights

whenissuing those Ordinary Shares. Resolutions to this

effect willbe put to Shareholders at the AGM to be held

on26 April2024.

This authority would be used to carry out a series of placings

or tap issues, providing the Company with the ability to issue

new Ordinary Shares over a period of time to meet investor

demand and help with managing the premium that the shares

typically trade at.

SCRIP DIVIDEND

As reported in the Company half-yearly report to 31 May

2023, the Board reluctantly decided to suspend the scrip

dividend option for the time being.

On 6 March 2023, the Board declared an interim dividend for

the year ended 30 November 2022 of 3.235p per Ordinary

Share and offered Shareholders the opportunity to participate

in the Scrip Dividend Scheme. Accordingly, the Company

posted to Shareholders a Circular setting out details of the

Scrip Dividend Scheme.

On 3 April 2023, the Company announced a scrip dividend

reference price of 163.10p for the interim dividend, payable

on 5 May 2023. The scrip dividend reference price was the

unaudited net asset value per Ordinary Share as at close of

business on 31 March 2023.

On 5 May 2023, in line with the Company’s Scrip Dividend

Scheme, 209,697 Ordinary Shares were allotted and issued

to Shareholders who elected for their interim dividend to be

automatically subscribed on their behalf for new Ordinary

Shares. Any Ordinary Shares issued for cash were issued at

a premium to (cum income) net asset value.

Shareholders who did not elect to participate in the Scrip

Dividend Scheme received their dividends in cash.

TREASURY SHARES

The Companies Act allows companies to hold shares

acquired by way of market purchase as treasury shares,

rather than having to cancel them. This would give the

Company the ability to re-issue Ordinary Shares quickly and

cost effectively, thereby improving liquidity and providing

the Company with additional flexibility in the management

of its capital base. Ordinary Shares will not be sold from

treasury at a price less than the (cum income) NAV per

existing Ordinary Share at the time of their sale. The

Company bought back 16,398,646 during the year ended

30 November 2023. The Company has not bought back any

Ordinary Shares to be held in treasury since the year end.

DISCOUNT MANAGEMENT

The Company may seek to address any significant discount

to NAV at which its Ordinary Shares may be trading by

purchasing its own Ordinary Shares in the market on an ad

Bellevue Healthcare Trust plc Annual Report and Accounts 202338

hoc basis. As outlined above, 16,398,646 Ordinary Shares

have been bought back by the Company during the year to

30 November 2023.

The Directors currently have the authority to make market

purchases of up to 82,516,203 Ordinary Shares. The

maximum price (exclusive of expenses) which may be paid

for an Ordinary Share must not be more than the higher

of: (i) 5% above the average of the mid-market values of

the Ordinary Shares for the five Business Days before the

purchase is made; or (ii) the higher of the price of the last

independent trade and the highest current independent bid

for the Ordinary Shares. Ordinary Shares will be repurchased

only at prices below the prevailing NAV per Ordinary Share,

which should have the effect of increasing the NAV per

Ordinary Share for remaining Shareholders.

It is intended that a renewal of the authority to make market

purchases will be sought from Shareholders at each AGM

of the Company and authority for the Company to purchase

up to 63,342,023 Ordinary Shares (subject to a maximum

of 14.99% of the Ordinary Shares in issue at the date of the

AGM) will be sought at the forthcoming AGM. Purchases of

Ordinary Shares will be made within guidelines established

from time to time by the Board. Any purchase of Ordinary

Shares would be made only out of the available cash

resources of the Company. Ordinary Shares purchased by

the Company may be held in treasury or cancelled.

Purchases of Ordinary Shares may be made only in

accordance with the Companies Act, the Listing Rules, and

the Disclosure Guidance and Transparency Rules.

Investors should note that the repurchase of Ordinary

Shares is entirely at the discretion of the Board and no

expectation or reliance should be placed on such discretion

being exercised on any one or more occasions or as to the

proportion of Ordinary Shares that may be repurchased.

REDEMPTION FACILITY

The Company has a redemption facility through which

Shareholders are entitled to request the redemption of all or

part of their holding of Ordinary Shares on an annual basis.

The redemption facility is entirely at the discretion of the

Directors.

The Company announced on 3 November 2023 that valid

redemption requests in respect of 77,428,034 Ordinary

Shares were received for the 30 November 2023 redemption

point, all of the Ordinary Shares were redeemed and

cancelled by the Company. All shareholders who validly

applied to have shares redeemed received a Redemption

Price of 142.07718 pence per share. The Company’s

redemption facility is subject to approval by the Board. The

process for the redemption of Ordinary Shares, including

the calculation of redemption price, is set out in Part 3 of the

Securities Note as part of the prospectus published by the

Company on 5 November 2018.

LIFE OF THE COMPANY

The Company has no fixed life.

MARKET INFORMATION

The Company’s share capital is admitted to the Premium

Segment of the Official List of the FCA and is admitted to

trading on the London Stock Exchange. The NAV per share is

calculated in sterling for each business day that the London

Stock Exchange is open for business. The daily NAV per

Share is published through a regulatory information service.

REVOLVING CREDIT FACILITY (“RCF”)

The Company has a multi-currency revolving credit facility

RCF with The Bank of Nova Scotia, London Branch.

On16June 2022, the Company renewed and amended

its RCF. Under the terms of the amended RCF, the

Company may draw down loans up to an aggregate value

of USD280million. The increased facility will expire in

December 2024. The Company’s borrowing policy and the

terms of the facility are unchanged.

As at 30 November 2023, the aggregate of loans draw down

was £31.7 million (2022: £83.7 million).

CAPITAL STRUCTURE AND VOTING RIGHTS

As at 30 November 2023, the Company’s issued share

capital comprised 50,001 Management Shares and

478,987,196 Ordinary Shares of 1p nominal value,

ofwhich 16,398,646 Ordinary Shares are held in Treasury.

Therefore, the total number of voting rights in the Company is

462,588,550. Each Ordinary Share held entitles the holder to

one vote and there are no restrictions on those voting rights.

Voting deadlines are stated in the Notice of Meeting and

Form of Proxy and are in accordance with the Companies

Act 2006. Management Shares shall not carry any right

to receive notice of, nor to attend or vote at any general

meeting of the Company.

Directors’ Report continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 39

Governance

There are no restrictions on the transfer of Ordinary Shares,

nor are there any limitations or special rights associated with

Ordinary Shares.

SIGNIFICANT SHAREHOLDERS

As at 30 November 2023, the Company had been formally

notified of the following shareholdings comprising 3% or more

of the issued share capital of the Company.

Name

Number of

Ordinary

Shares held

% of voting

rights*

Brewin Dolphin Wealth Management 27,259,652 4.97

Tilney Smith & Williamson Limited 27,767,503 5.01

Handelsbanken Wealth & Asset

Management Limited

27,609,17 4.97

Quilter plc 20,671,091 4.23

Schroders plc 20,671,091 3.17

* Based on Ordinary Shares in issue as at 30 November 2023.

SETTLEMENT OF ORDINARY SHARE

TRANSACTIONS

Ordinary Share transactions in the Company are settled by

the CREST share settlement system.

ANTI-BRIBERY CORRUPTION

It is the Company’s policy to conduct all of its business

in an honest and ethical manner. The Company takes a

zero-tolerance approach to bribery and corruption and is

committed to acting professionally, fairly and with integrity

in all its business dealings and relationships wherever it

operates. The Company’s policy and the procedures that

implement it are designed to support that commitment.

NOTICE OF GENERAL MEETINGS

At least twenty-one days’ notice shall be given to all the

members and to the auditors of an Annual General Meeting.

All other general meetings shall also be convened by not less

than twenty-one days’ notice to all those members and to the

auditors unless the Company offers members an electronic

voting facility and a special resolution reducing the period

of notice to not less than fourteen days has been passed,

inwhich case a general meeting may be convened by not

less than fourteen days’ notice in writing. A special resolution

will be proposed at the Annual General Meeting to reduce

the period of notice for general meetings other than the

Annual General Meeting to not less than fourteen days.

GOING CONCERN

The Directors have adopted the going concern basis inpreparing

the accounts. The following is a summary ofthe Directors’

assessment of the going concern status of theCompany.

The Directors have a reasonable expectation that the

Company has adequate resources to continue in operational

existence for at least twelve months from the date of

this document. In reaching this conclusion, the Directors

have considered the liquidity of the Company’s portfolio

of investments as well as its cash position, income and

expense flows. The Company’s net assets at 30 November

2023 were £665.5 million (2022: £1,004.3 million).

As at 30 November 2023, the Company held £696.9 million

(2022: £1,043.3 million) in investments, cash of £111.0million,

which includes £110 million payable to redeeming Shareholders

(2022: £46.4 million) and bank loans of £31.7 million

(2022:£83.7million). Further details onthe Company’s Bank

loans are detailed in note 12. Thetotal expenses (excluding

finance costs and taxation) forthe yearended 30 November

2023 were £8.9 million (2022: £10.5 million), which represented

approximately 1.02% (2022: 1.04%) of average net assets

during the year. The Company also incurred finance costs of

£4.1 million (2022: £3.1 million).

At the date of approval of this report, based on the aggregate

of investments and cash held, the Company has substantial

asset cover against its loan facility and also substantial

operating expenses cover.

Accordingly, the Financial Statements have been prepared on

the going concern basis as it is the Directors’ opinion, having

considered and assessed the adequacy of the Company’s

operational resources, liquidity of the investment portfolio,

debt covenants and any potential impact of the ongoing war

in Ukraine, that the Company will continue in operational

existence for a period of at least 18 months from the date the

financial statements were authorised for issue.

Bellevue Healthcare Trust plc Annual Report and Accounts 202340

AUDITOR INFORMATION

Each of the Directors at the date of the approval of this report

confirms that:

so far as the Director is aware, there is no relevant audit

information of which the Company’s auditor are unaware; and

the Director has taken all steps that he or she ought to

have taken as Director to make himself/ herself aware

of any relevant information and to establish that the

Company’s auditor is aware of that information.

This confirmation is given and should be interpreted in

accordance with the provisions of Section 418 of the

Companies Act 2006.

In accordance with Section 489 of the Companies Act

2006, a resolution to re-appoint Ernst & Young LLP

as theCompany’s auditor will be put forward at the

forthcomingAGM.

By order of the Board

Sinead van Duuren

For and on behalf of

Apex Listed Companies Services (UK) Limited

Company Secretary

1 March 2024

Directors’ Report continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 41

Governance

Corporate Governance

INTRODUCTION

The Board of the Company has considered the Principles

and Provisions of the 2019 Association of Investment

Companies Code of Corporate Governance (the “AIC Code”).

The AIC Code addresses the Principles and Provisions

set out in the UK Corporate Governance Code 2018 (the

“UK Code”), as well as setting out additional Provisions on

issues that are of specific relevance to the Company, as

an investment trust. The AIC Code is available on the AIC

website, www.theaic.co.uk.

The Board considers that reporting against the Principles and

Provisions of the AIC Code, which has been endorsed by the

Financial Reporting Council (“FRC”), provides more relevant

information to Shareholders. AIC members who report

against the AIC Code and the AIC Guide fully meet their

obligations under The UK Code and the related disclosure

requirements contained in the Listing Rules.

The Company has complied with the Principles and

Provisions of the AIC Code.

During the financial year ended 30 November 2023, the

Company has complied with the recommendations of the

AICCode and the relevant provisions of the UK Code,

except as set out below.

The UK Code includes provisions relating to:

the role of the chief executive;

executive Directors’ remuneration; and

the need for an internal audit function.

The Board considers that these provisions are not relevant to

this externally managed investment company. The Company

has no employees and the day-to-day management and

administrative functions are outsourced to third parties.

THE BOARD COMPOSITION,

INDEPENDENCE AND SUCCESSION

PLANNING

As at 30 November 2023, the Board consisted of five non-

executive Directors, including the Chairman. All Directors

have served since the Company’s inception, with the

exception of Professor Tony Young and Ms Kate Bolsover,

who were appointed to the Board on 23 September 2020

and 2 July 2021 respectively.

The Board’s current composition comprises 40%

female members, 60% male members and 20% ethnic

minority member. Hence, the Board is compliant with the

recommendations of the Hampton-Alexander review and the

Parker review.

All of the Directors are independent of the Investment

Manager. All of the Directors are able to allocate sufficient

time to the Company to discharge their responsibilities

effectively.

The Board believes that during the year ended 30 November

2023 its composition was appropriate for an investment

company of the Company’s nature and size. The Board’s

policy for the appointment of Non-Executive Directors is

based on its belief in the benefits of having a diverse range

of experience, skills, length of service and backgrounds,

including but not limited to gender diversity.

The Directors have a broad range of relevant experience to

meet the Company’s requirements and their biographies are

given below.

RANDEEP GREWAL (CHAIRMAN

AND CHAIR OF THE MANAGEMENT

ENGAGEMENT COMMITTEE)

Randeep is an ex-Fund Manager, with over 19 years of

Healthcare investment experience, including Trium Capital,

F&C Asset Management, ICAP Equities, Hox Therapeutics,

Tissue Regenix and Tudor. Randeep is a current non-executive

director of The Global Smaller Companies Trust plc

†

and of

Monks Investment Trust Plc. Randeep trained as a Vascular

and General Surgeon and read both Medicine and Computer

Science at Cambridge University.

JOSEPHINE DIXON (CHAIR OF THE AUDIT

AND RISK COMMITTEE AND SENIOR

INDEPENDENT DIRECTOR)

Josephine is a chartered accountant who sits on the boards

of Ventus VCT plc, Strategic Equity Capital plc, Alliance

Trust plc and The Global Smaller Companies Trust plc

Herexecutive experience includes finance, governance and

general commercial roles in a number of sectors.

† Randeep Grewal joined Global Smaller Companies Trust plc on 1st

December 2023. He and Josephine Dixon will overlap on the board of

Global Smaller Companies Trust plc for a limited period (see next footnote).

^ Josephine Dixon will be retiring from the board of Global Smaller Companies

Trust, at the next AGM, in July 2024.

Bellevue Healthcare Trust plc Annual Report and Accounts 202342

PAUL SOUTHGATE (NON-EXECUTIVE

DIRECTOR)

Paul is a London-based Portfolio Manager at Pictet Asset

Management, with over 23 years’ investment experience.

Before joining Pictet, he was a Managing Partner at Eisenstat

Capital Partners (ECAP) and managed European Equities for

both Deephaven Capital and Fortress Investments Group.

Hebegan his career with UBS Asset Management.

PROFESSOR TONY YOUNG OBE

(NON-EXECUTIVE DIRECTOR)

Tony is a practicing frontline NHS Consultant Urological

Surgeon, Director of Medical Innovation at Anglia Ruskin

University, President of the Institute of Decontamination

Sciences, and National Clinical Director for Innovation for

the NHS. He has founded four Med-Tech start-ups and

also co-founded the £500 million Anglia Ruskin Med-

Tech Campus. Tony was previously a member of the

Royal Collegeof Surgeon’s Commission on the Future of

Surgery (2017 – 2018). In the 2019 New Year’s Honours

list, Professor Young was awarded the OBE for services to

clinical leadership.

KATE BOLSOVER (NON-EXECUTIVE

DIRECTOR)

Kate Bolsover worked in the City of London for over

25years, initially as an analyst and thereafter running the

mutual fund businesses of both Baring Asset Management

and Cazenove Fund Management. Latterly, she was

appointed Director of Corporate Communications for

JPMorgan Cazenove. Kate is Chairman of Fidelity Asian

Values and is an independent director at Invesco Bond

Income Plus, TR Property Investment Trust and Baillie

Gifford& Co.

RESPONSIBILITIES OF THE CHAIRMAN,

THE BOARD, AND ITS COMMITTEES

The Chairman leads the Board and is responsible for its

overall effectiveness in directing the affairs of the Company.

The Company has adopted a document setting out the

responsibilities of the Chairman, which is available on the

website: https://www.bellevuehealthcaretrust.com.

DIRECTOR TENURE

The Board recognises the benefits to the Company of having

longer serving Directors together with progressive refreshment

of the Board. The Board does not believe that length of

service necessarily disqualifies a Director from seeking

reappointment but, when making a recommendation, the

Board will take into account the requirements of the AIC Code.

The Board has adopted corporate governance best practice

and has a succession plan in place. No Director of the

Company has served for nine years or more and all Directors

remain independent of the Company’s Investment Manager.

In line with corporate governance best practice, all of the

Directors will offer themselves for election/re-election at

the AGM of the Company to be held on 26 April 2024. The

Board recommends all the Directors stand for re-election

for the reasons highlighted above and in the performance

appraisal section of this report.

The Directors have appointment letters which do not provide

for any specific term. They are subject to re-election by

Shareholders at a maximum interval of three years. Copies

of the Directors’ appointment letters are available on request

from the Company Secretary. Upon joining the Board, any

new Directors receive an induction and relevant training is

available to Directors on an ongoing basis.

A procedure has been adopted for Directors, in the

furtherance of their duties, to take independent professional

advice at the expense of the Company.

A policy of insurance against Directors’ and officers’ liabilities

is maintained by the Company.

BOARD COMMITTEES

The Company has established an Audit and Risk Committee

which is chaired by Josephine Dixon and consists of all the

Directors.

A report of the Audit and Risk Committee is included in this

Annual Report. The Board considers that the members of

the Audit and Risk Committee have the requisite skills and

experience to fulfil the responsibilities of the Audit and Risk

Committee. The Audit and Risk Committee examines the

effectiveness of the Company’s risk management and internal

control systems. It reviews the half-yearly and annual reports

and other financial information. It also reviews the scope,

results, cost effectiveness, independence and objectivity of

the external auditor.

Corporate Governance continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 43

Governance

The Company has established a Management Engagement

Committee which is chaired by Randeep Grewal and

consists of all the Directors. The Management Engagement

Committee’s principal duties are to consider the terms of

appointment of the AIFM and other service providers, and

it annually reviews those appointments and the main terms

of the AIFM Agreement and agreements with other service

providers.

The Board as a whole fulfils the function of the Remuneration

Committee and Nomination Committee.

BOARD DIVERSITY

The Company’s policy is that the Board should have an

appropriate level of diversity in the boardroom, taking into

account relevant skills, experience, gender, social and

ethnic backgrounds, cognitive and personal strengths. Brief

biographies of the Directors are shown on pages41 and

42. The policy is to ensure that the Company’s Directors

bring a wide range of knowledge, experience, skills,

backgrounds and perspectives to the Board. There will be

no discrimination on the grounds of gender, religion, race,

ethnicity, sexual orientation, age or physical ability. The

overriding aim of the policy is to ensure that the Board is

composed of the best combination of people for ensuring

effective oversight of the Company and constructive support

and challenge to the Investment Manager. Consideration

is given to the recommendations of the AIC Code and the

Board supports the recommendations of the Hampton

Alexander Review.

The Board appraises its collective set of cognitive and

personal strengths, independence and diversity on an annual

basis, and especially during the recruitment process, so as

to ensure it is aligned with the Company’s strategic priorities.

The performance appraisal process is described below.

The Board believes its composition is appropriate for the

Company’s circumstances. However, in line with the Board’s

succession planning and tenure policy, or should strategic

priorities change, the Board will review and, if required,

adjust its composition.

As at date of this Report, the Board comprises two female

and three male Board members.

The Board takes account of the targets set out in the FCA’s

Listing Rules, which are set out below. The Board discloses

the following information in relation to its diversity. As an

externally managed investment company, the Board employs

no executive staff, and therefore does not have a chief

executive officer (CEO) or a chief financial officer (CFO) –

both of which are deemed senior board positions by the

FCA. However, the Board considers the Chair of the Audit

and Risk Committee and Senior Independent Director (SID)

to be senior board positions and the following disclosure is

made on this basis. Other senior board positions recognised

by the FCA are Chair of the Board. In addition, the Board

has resolved that the Company’s year end date is the most

appropriate date for disclosure purposes. The following

information has been provided by each Director. There have

been no changes since 30 November 2023.

BOARD AS AT 30 NOVEMBER 2023

Number of Board

members

Percentage of the

Board

Number of senior

positions on the

Board

Men 3 60% 1

Women 2 40% 1

Prefer not to say - - -

Number of Board

members

Percentage of the

Board

Number of senior

positions on the

Board

White British or Other White (including minority-white groups) 4 80% 1

Asian/Asian British 1 20% 1

Prefer not to say - - -

Bellevue Healthcare Trust plc Annual Report and Accounts 202344

MEETING ATTENDANCE

The actual number of formal meetings of the Board and Committees during the year under review is given below, together with

individual Director’s attendance at those meetings. The first number in the table is the meetings attended by the individual Director.

Quarterly Board

Audit and

Risk Committee

Management

Engagement

Committee

Number held 4 3 1

Randeep Grewal 4/4 3/3 1/1

Josephine Dixon 4/4 3/3 1/1

Paul Southgate 4/4 3/3 1/1

Tony Young 4/4 3/3 1/1

Kate Bolsover 4/4 3/3 1/1

There were several other ad hoc Board and Committee meetings to deal with administrative matters, board selection, market

updates and approving documentation.

PERFORMANCE APPRAISAL

The Board recognises the importance of the AIC Code’s

recommendation in respect of evaluating the performance

of the Board as a whole, the Committees of the Board and

individual Directors.

In 2023, the Board appointed Lintstock Limited, an external

consultant, to undertake a review of the Board and its

Committees. The Company and the individual Directors

have no other connection with Lintstock Limited. A partner

of Lintstock Limited presented its Board effectiveness review

report and recommendations to the Board in November 2023.

The review was positive, and no critical issues were identified.

The recommendations from the report were agreed by the

Board. Key priorities identified for the year ahead by the Board.

A formal annual performance appraisal process was performed

on the Company’s main service providers. The results were

reviewed by the Chairman of the Management Engagement

Committee and discussed with the Board. The results of the

service provider performance evaluation were positive and

demonstrated that the service providers were fulfilling their

duties effectively.

INTERNAL CONTROL

The AIC Code requires the Board to review the effectiveness

of the Company’s system of internal controls. The Board

recognises its ultimate responsibility for the Company’s

system of internal controls and for monitoring its effectiveness.

Thesystem of internal controls is designed to manage rather

than eliminate the risk of failure to achieve business objectives.

It can provide only reasonable assurance against material

misstatement or loss. The Board has undertaken a review of

the aspects covered by the guidance and has identified risk

management controls in the key areas of business objectives,

accounting, compliance, operations and secretarial as being

matters of particular importance upon which it requires reports.

The Board believes that the existing arrangements, set out

below, represent an appropriate framework to meet the internal

control requirements. By these procedures the Directors have

kept under review the effectiveness of the internal control

system throughout the year and up to the date of this report.

FINANCIAL ASPECTS OF INTERNAL

CONTROL

The Directors are responsible for the internal financial control

systems of the Company and for reviewing their effectiveness.

These aim to ensure the maintenance of proper accounting

Corporate Governance continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 45

Governance

records, the reliability of the financial information upon which

business decisions are made and which is used for publication

and that the assets of the Company are safeguarded.

Asstated above, the Board has contractually delegated

to external agencies the services the Company requires.

TheBoard receives and reviews reports on the internal control

environments of key suppliers, in order to provide reasonable

assurance on the effectiveness of internal financial controls.

The key procedures include review of management accounts

and net asset value and monitoring of performance at

quarterly Board meetings, segregation of the administrative

function from that of securities and cash custody and from

investment management, maintenance of appropriate

insurance, and adherence to physical and computer security

procedures. Inaddition, procedures have been put in place for

authorisation of all expense payments.

The Statement of Directors’ Responsibilities in respect of the

accounts is on page 55 and a Statement of Going Concern

is on page 39. The Report of the Independent Auditor is on

pages 56 to 62.

OTHER ASPECTS OF INTERNAL CONTROL

The Board holds quarterly meetings, plus additional meetings

as required. Between these meetings there is regular contact

with the Investment Manager, the Company Secretary and the

Administrator.

The Board has agreed policies with the Investment Manager

on key operational issues. The Investment Manager and/or

the AIFM reports in writing to the Board on operational and

compliance issues. The Investment Manager reports directly to

the Audit and Risk Committee concerning the internal controls.

The Directors review detailed management accounts from the

Administrator, including holdings in the portfolio, transactions

and other aspects of the financial position of the Company.

The Depositary provides oversight reports for the quarterly

Board meetings. Additional ad hoc reports are received as

required and Directors have access at all times to the advice

and services of the Company Secretary, which is responsible

to the Board for ensuring that Board procedures are followed,

and that applicable rules and regulations are complied with.

This contact with the AIFM, Administrator and the other key

service providers enables the Board to monitor the Company’s

progress towards its objectives and encompasses an analysis

of the risks involved. The effectiveness of the Company’s risk

management and internal controls systems is monitored and a

formal review, utilising a detailed risk assessment programme

has been completed. This included consideration of the

Administrator’s, the Depositary and the Registrar’s internal

controls report. There are no significant findings to report from

the review.

PRINCIPAL RISKS

The Directors confirm that they have carried out a robust

assessment of the principal risks facing the Company,

including those that would threaten its business model,

future performance, solvency or liquidity. The principal risks

and how they are being managed are set out in the Strategic

Report on pages 18 to 21.

RELATIONS WITH SHAREHOLDERS

The Board places great importance on communication

with Shareholders. The Company’s Investment Manager

meets with larger Shareholders and reports to the Board.

The Chairman also meets with Shareholders both with the

Investment Manager and on his own. Shareholders wishing

to communicate with the Chairman or any other Director may

do so by writing to the Company Secretary at the registered

office of the Company which is shown on page 105 or

sending an email to info@bellevuehealthcaretrust.com.

Information is provided to all Shareholders via the annual and

half-yearly accounts and also by the publication of daily NAVs

and monthly factsheets.

The Company’s Annual General Meeting provides a

forum for communication with all Shareholders. The level

of proxies lodged for each resolution is announced at

the meeting and is published on the Company website,

https://www.bellevuehealthcaretrust.com, subsequent to

the meeting. Shareholders and potential investors may obtain

up-to-date information on the Company from the website.

In line with governance recommendations, if 20% or more

of votes cast are against any resolution, the Company

would announce what action it intended to take to consult

Shareholders views and would provide a summary of the

outcome and actions it intended to take within six months of

the date at which the vote was held. The Board confirms that

none of the resolutions put to Shareholders at the AGM in

2023 received 20% or more of the votes cast against.

Bellevue Healthcare Trust plc Annual Report and Accounts 202346

ANNUAL GENERAL MEETING

The Company seeks to provide a minimum of twenty-one

days’ notice of the AGM and in normal circumstances the

Company would encourage all Shareholders to attend

theAGM.

In line with the requirements of the Companies Act 2006,

the Company will hold an Annual General Meeting (“AGM”)

of Shareholders to consider the resolutions laid out in

the Notice of Meeting on page 97 and 98. The Board

encourages Shareholders to attend and participate in the

Company’sforthcoming AGM on 26 April 2024 at the

officesof Stephenson Harwood LLP, 1 Finsbury Circus,

London EC2M 7SH.

We recognise it is not possible for everyone to attend the

AGM and I would remind Shareholders that any questions

relating to the business of the AGM can be sent by email

toinfo@bellevuehealthcaretrust.com.

If Shareholders are unable to attend the meeting in person,

they are strongly encouraged to vote by proxy and to appoint

the “Chairman of the AGM” as their proxy. Details of how to

vote, either electronically, by proxy form or through CREST,

can be found in the Notes to the Notice of AGM on pages99

to 102. The lodging of a form of proxy (or an appointment

of a proxy through CREST) will not however, prevent a

Shareholder from attending the AGM and voting in person if

they so wish.

The Notice of Meeting sets out the business of the AGM

and any item not of an entirely routine nature is explained in

the Directors’ Report. Separate resolutions are proposed for

each substantive issue.

All other general meetings shall be convened by not less

than twenty-one days’ notice to all those members and to the

auditors unless the Company offers members an electronic

voting facility and a special resolution reducing the period

of notice to not less than fourteen days prior to the general

meeting, in which case a general meeting may be convened

by not less than fourteen days’ notice in writing. A special

resolution will be proposed at the AGM to reduce the period

of notice for general meetings, other than the AGM, to not

less than fourteen days.

EXERCISE OF VOTING POWERS AND

STEWARDSHIP CODE

The Company and the Investment Manager support the UK

Stewardship Code issued by the Financial Reporting Council.

Corporate Governance continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 47

Governance

REMUNERATION POLICY

Current and future policy

Component Director Annual fee Purpose of reward Operation

Annual fee Chairman of the Board See note 1 below For services as

Chairmanofa plc

Determined by the Board

Annual fee Other Directors See note 1 below For services as

non-executive Directors

ofa plc

Determined by the Board

Additional fee Chairman of the Audit and

Risk Committee

See note 1 below For additional responsibility

and time commitment

Determined by the Board

Additional fee Chairman of the

Management Engagement

Committee

See note 1 below For additional responsibility

and time commitment

Determined by the Board

Additional fee Senior Independent Director See note 1 below For additional responsibility

and time commitment

Determined by the Board

Expenses All Directors Not Applicable Reimbursement of expenses

incurred in the performance

of duties

Submission of appropriate

supporting documentation

1 Annual rates are determined by the Board subject to the limit set out in the Company’s Articles of Association.

Directors’ Remuneration Policy and

Implementation Report

This report has been prepared in accordance with

Schedule8 of the Large and Medium-sized Companies and

Groups (Accounts and Reports) (Amendment) Regulations

2013. An ordinary resolution for the approval of this report

will be put forward at the forthcoming AGM.

The Directors’ Remuneration Implementation Report is

put forward for approval by Shareholders on an annual

basis. Theresult of the Shareholder resolution on the

Implementation Report is non-binding on the Company,

although it gives Shareholders an opportunity to express their

views, which will be taken into account by the Board. An

Ordinary Resolution to approve the Directors’ Remuneration

Implementation Report will be put forward for approval at the

Company’s AGM to be held on 26 April 2024.

The Directors’ Remuneration Policy was approved by

Shareholders at the 2021 AGM. In accordance with statute,

the policy must be put to Shareholders for approval at least

every three years, as a binding vote. Accordingly, an Ordinary

Resolution will be proposed at the forthcoming AGM to

be held on 26 April 2024 to re-approve the Remuneration

Policy. The provisions set out in this policy apply until they

are next put forward for Shareholder approval. In the event

of any proposed variation to the policy, Shareholder approval

will be sought for the proposed new policy prior to its

implementation. It is the Board’s intention that the proposed

Remuneration Policy continue for three years following the

forthcoming AGM to the financial year ending 30 November

2027. The below stated Remuneration Policy remains

unchanged from the Remuneration Policy last presented to

the Shareholders at the Company’s AGM in 2021.

The Board has complied with the policy during the year

ended 30 November 2023.

The law requires the Company’s auditor to audit certain

disclosures provided in this section of the report. Where

disclosures are audited, they are indicated as such. The

auditor’s opinion is on page 56.

All the Directors are non-executive directors, and the

Company has no employees.

SERVICE CONTRACTS

The Directors do not have service contracts with the

Company. The Directors have appointment letters and,

following initial election by shareholders, are subject to

re-election by shareholders at a maximum interval of

threeyears.

FEES

The Directors’ fees are determined within the limits set out in

the Company’s Articles of Association and they are not eligible

for bonuses, pension benefits, share benefits, share options,

long-term incentive schemes or other benefits. The Directors’

fees will be paid at fixed annual rates and do not have any

variable elements. The Board may determine that additional

remuneration may be paid, from time to time, to any one or

more Directors in the event such Director or Directors are

requested by the Board to perform extra or special services on

behalf of the Company.

Bellevue Healthcare Trust plc Annual Report and Accounts 202348

The non-executive Directors shall be entitled to fees at such

rates as determined by the Board.

The Directors shall also be entitled to be reimbursed for all

expenses incurred in performance of their duties. These

expenses are unlikely to be of a significant amount.

Fees are payable from the date of appointment as a Director

of the Company and cease on date of termination of

appointment. The Directors are not entitled to compensation

for loss of office.

The Board will not pay any incentive fees to any person to

encourage them to become a Director of the Company. The

Board may, however, pay fees to external agencies to assist

the Board in the search and selection of Directors.

REMUNERATION IMPLEMENTATION

The Company currently has five Non-Executive Directors.

Directors’ fees with effect from 1 December 2022, were

payable at the rate of £67,000 per annum for the Chairman

of the Board; £49,550 per annum for the Chair of the

Audit and Risk Committee and £39,250 per annum for the

other Board members. An additional £1,000 per annum

was payable to the Senior Independent Director and an

additional £1,000 per annum was payable to the Chair of the

Management Engagement Committee.

The Board reviews the fees payable to the Directors on an

annual basis and has agreed to align the review of Board

fees to the Company’s year end, as opposed to reviewing

them after the year has already commenced. Following the

Board’s review during the year, no increase has been applied/

proposed with effect from 1December 2023 for the year

ending 30 November 2024.

Since the Company’s IPO in 2016, net fees payable to the

Directors have been satisfied in Ordinary Shares acquired

in the market. Given the significant growth of the Company

since its IPO and in order to continually attract high quality and

diverse candidates as non-executive Directors, the Company

has reviewed the Directors’ remuneration arrangements and

determined that, with effect from 1 April 2024, the Directors’

fees will be paid to the Directors in cash.

The Board believes that the fees appropriately reflect the level

of demands on the individual Directors, prevailing market rates

for an investment trust of the Company’s size and complexity,

the complexity of regulation and resultant time spent by the

Directors on matters, and it will also enable the Company to

continue to attract appropriately experienced Directors in the

future. The Board also takes into consideration RPI, CPI and

other inflationary measures and the impact to the Company’s

ongoing charges following a rise in fees. Board fees are not

considered against any performance measure. The Board

agreed Directors’ fees would only increase by the level of

inflation over the next two years.

Due to the size and nature of the Company, it was not

deemed necessary to use a remuneration consultant although

the Board did take into consideration views from external

search consultants on the level of the Company’s fees against

prevailing market rates and took these into account in its

deliberations.

The current aggregate remuneration that can be paid to

Directors under the Company’s Articles of Association is

£500,000 per annum.

In accordance with the Shareholder Rights Directive. The

Board confirms there were no variable pay awards made to

the Directors and there were no deferral periods. The annual

percentage change in remuneration in respect of the financial

years prior to the current year in respect of each Director role

is as follows:

Financial year to

30 Nov

2019

30 Nov

2020*

30 Nov

2021

30 Nov

2022**

30 Nov

2023

Chair 3.1% 3.0% 4.5% 48.2% 3.1%

Non-executive Director 4.5% 3.0% 4.7% 24.4% 2.2%

Chair of the Audit and Risk Committee Supplement 3.8% 3.0% 5.8% 85.2% 3.3%

Chair of the Management Engagement Committee Supplement 4.1% 3.0% Nil -60.0% Nil

Senior Independent Director (“SID”) Supplement** - 100.0% Nil -33.3% Nil

* The Company appointed a Senior Independent Director in 2020.

** The Company reviewed and refreshed the Committee supplement fees for the year ended 30 November 2022.

Directors’ Remuneration Policy and Implementation Report continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 49

Governance

DIRECTOR SERVICE CONTRACTS

The Directors do not have service contracts with the

Company. The Directors are not entitled to compensation on

loss of office. The Directors have appointment letters which do

not provide for any specific term. However, they are subject

to re-election by Shareholders at a maximum interval of three

years. There are no restrictions on transfers of the Company’s

shares held by the Directors, or any special rights attached to

such shares.

DIRECTORS’ INDEMNITIES

Subject to the provisions of the Companies Act 2006, the

Company may indemnify any person who is a Director,

secretary or other officer (other than an auditor) of the

Company, against (a) any liability whether in connection with

any negligence, default, breach of duty or breach of trust by

him in relation to the Company or any associated company

or (b) any other liability incurred by or attaching to him in the

actual or purported execution and/or discharge of his duties

and/or the exercise or purported exercise of his powers

and/ or otherwise in relation to or in connection with his duties,

powers or office; and purchase and maintain insurance for

any person who is a Director, secretary, or other officer (other

than an auditor) of the Company in relation to anything done or

omitted to be done or alleged to have been done or omitted to

be done as Director, secretary or officer.

A policy of insurance against Directors’ and officers’ liabilities is

maintained by the Company.

PERFORMANCE

The following chart shows the performance of the Company’s

share price by comparison to the MSCI World Healthcare

Index (GBP), on a total return basis.

2 Dec 16 31 May 17 30 Nov 17 31 May 18 30 Nov 18 31 May 19 30 Nov 19 31 May 20 31 May 2130 Nov 20 30 Nov 21

Total Return (%)

BBH Share Price (Dividend reinvested) MSCI World Healthcare Index

100

120

31 May 22 30 Nov 22 31 May 23 30 Nov 23

Bellevue Healthcare Trust plc Annual Report and Accounts 202350

DIRECTORS’ EMOLUMENTS FOR THE YEAR ENDED 30 NOVEMBER 2023

Fees and taxable

benefits to

30 November 2023

£’000

Fees and taxable

benefits to

30 November 2022

£’000

Randeep Grewal 68.0 66.0

Josephine Dixon 51.0 49.0

Paul Southgate 39.0 38.0

Tony Young 39.0 38.0

Kate Bolsover 39.0 38.0

Justin Stebbing* - 2.0

Total 236.0 231.0

*resigned on 21 December 2021.

There are no other taxable benefits payable by the Company

other than certain expenses which may be deemed to be

taxable. None of the above fees were paid to third parties.

A non-binding ordinary resolution to approve the Directors’

Remuneration Implementation Report contained in the Annual

Report for the year ended 30 November 2022 was put forward

at the AGM held on 28 April 2023. The resolution was passed

with 99.90% of the proxy votes cast (including discretionary

votes) being in favour of the resolution.

A non-binding ordinary resolution to approve the Directors’

Remuneration Policy contained in the Annual Report for the

year ended 30 November 2021 was put forward for approval

at the Company’s AGM held on 22 April 2022. The resolution

was passed with 99.91% of the proxy votes cast (including

discretionary votes) being in favour of the resolution.

The Directors’ Remuneration Policy will be put forward for

approval at the AGM to be held on 26 April 2024.

RELATIVE IMPORTANCE OF SPEND ON PAY

The following table sets out the total level of Directors’ remuneration compared to the distributions to Shareholders by way of

dividends and share buybacks, and the management fees and other expenses incurred by the Company.

Year ended 30 November 2023 2023

£’000

2022

£’000

Income 2,469 2,186

Directors’ fees 236 231

Management fees and other operating expenses 8,885 10,456

Dividends paid and payable to Shareholders 30,290 36,780

Directors’ Remuneration Policy and Implementation Report continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 51

Governance

DIRECTORS’ HOLDINGS (AUDITED)

The Directors held the following shareholdings at 30 November 2023 and as at the date of this report. Net fees payable to the

Directors, are settled in Ordinary Shares quarterly.

The Directors had the following shareholdings in the Company, all of which are beneficially owned.

Ordinary

Shares as at

30 November

2023

Ordinary

Shares as at

date of this

report

Ordinary

Shares as at

30 November

2022

Randeep Grewal 149,552 156,592 119,693

Josephine Dixon 119,473 125,109 98,466

Paul Southgate 95,226 97,880 83,084

Tony Young 32,084 34,738 20,018

Kate Bolsover 26,335 28,989 14,232

STATEMENT

On behalf of the Board and in accordance with Part 2 of

Schedule 8 of the Large and Medium-sized Companies and

Groups (Accounts and Reports) (Amendment) Regulations

2013, I confirm that the above Report on Remuneration Policy

and Remuneration Implementation summarises, as applicable,

for the financial year to 30 November 2023;

the major decisions on Directors’ remuneration;

any substantial changes relating to Directors’ remuneration

made during the financial year to 30 November 2023; and

the context in which the changes occurred and decisions

have been taken.

Randeep Grewal

Chairman

1 March 2024

Bellevue Healthcare Trust plc Annual Report and Accounts 202352

Report of the Audit and

Risk Committee

ROLE OF THE AUDIT AND RISK

COMMITTEE

The Audit and Risk Committee meets formally at least

twice a year for the purpose, amongst other things, of

considering the appointment, independence and objectivity,

and remuneration of the auditor and to review the annual

accounts and half-yearly financial report. The Audit and Risk

Committee also reviews the Company’s internal financial

controls and its internal control and risk management

systems. Where non-audit services are provided by

the auditor, full consideration of the financial and other

implications on the independence of the auditor arising from

any such engagement are considered before proceeding.

COMPOSITION

All of the Directors of the Company are members of the

Audit and Risk Committee. The Audit and Risk Committee

has formal written terms of reference and copies of these

are available on the Company’s website or on request from

the Company Secretary. The Audit and Risk Committee

as a whole has recent and relevant financial experience.

The UK Code recommends that the Chairman of the Board

should not be a member of the Audit and Risk Committee.

However, as permitted by the AIC Code, the Directors

believe that membership of the Audit and Risk Committee

of the independent Chair of the Board, Randeep Grewal is

appropriate, and welcome his contribution.

INTERNAL AUDIT

The Audit and Risk Committee has considered the need

for an internal audit function and considers that this is not

appropriate given the nature and circumstances of the

Company. The Audit and Risk Committee keeps the needs

for an internal audit function under periodic review.

MEETINGS

There have been three Audit and Risk Committee meetings

in the year to 30 November 2023. Meeting attendance is

shown on page 44 of this Annual Report. Meetings held

during the year have been held in-person. Committee

members have operated effectively and there has been no

break in service from the Company’s service providers.

INTERNAL CONTROLS AND RISK

MANAGEMENT

The Directors have a dynamic risk register in place to help

identify key risks and ensure there are measures in place

to manage and mitigate risk; and oversee the effectiveness

of internal controls and processes. The risk assessment

programme provides a visual reflection of the Company’s

identified principal and emerging risks, including climate

change and the war in Ukraine and their potential impact

on the Company’s future development and prospects. The

risk assessment programme also provides the mitigation

measures which key service providers, including the

Investment Manager, have in place to maintain operational

resilience and business continuity. The Audit and Risk

Committee carries out, at least annually, a robust assessment

of the principal and emerging risks and uncertainties and

monitors the risks on an ongoing basis.

The Board has overall responsibility for the Company’s

risk management and systems of internal controls and

for reviewing their effectiveness. As is the case with most

investment trusts, the investment management, accounting,

company secretarial, registrar and depositary services have

been delegated to third parties. The effectiveness of the

internal controls is assessed on a continuing basis and

the Committee receives regular reports. The Committee

is satisfied that internal controls and processes remained

satisfactory, and that appropriate systems are in place.

FINANCIAL STATEMENTS AND

SIGNIFICANT ACCOUNTING MATTERS

The Audit and Risk Committee reviewed the financial

statements and considered the following significant

accounting issues in relation to the Company’s financial

statements for the year ended 30 November 2023.

VALUATION AND EXISTENCE OF

INVESTMENTS

The Company holds the majority of its assets in quoted

investments. The valuation and existence of these

investments is the most material matter in the production

of the financial statements. Investments are valued using

independent pricing sources and the holding quantities at

the year end were agreed to the Depositary’s records. The

Audit and Risk Committee has reviewed the Administrator’s

procedures in place for ensuring accurate valuation and

existence of investments and is comfortable that these

areappropriate.

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 53

Governance

RECOGNITION OF INCOME

The Audit and Risk Committee has reviewed the

Administrator’s procedures for recognition of income and is

comfortable that these are appropriate. The Audit and Risk

Committee reviews the treatment of any special dividends

receivable in the period to ensure that these have been

treated appropriately as revenue or capital. During the

year no special dividends were received by the Company.

Revenue recognition accounting policy are disclosed on

page 69 of this Annual Report.

COVID-19 AND GEO-POLITICS

The Russian invasion of Ukraine, and the subsequent hike in

global energy prices has further shaken a fragile investment

environment. During the year, the Board has paid particular

attention to the sensitivity of income received from investee

companies to volatility in the Sterling/ USD foreign exchange

rate. Committee members have also sought reassurance

that external providers were not in breach of sanctions

implemented against Russia following the invasion ofUkraine.

EUROPEAN SINGLE ELECTRONIC FORMAT

(“ESEF”)

The ESEF regulations which require the Company to publish

their annual financial statements in a common electronic

format apply to the Company for this accounting year ended

30 November 2023.

MATTERS CONSIDERED IN THE YEAR

The UK Corporate Governance Code requires the Company

to describe any significant issues considered in relation

to the financial statements and how those issues were

addressed. While there were no significant issues, three

matters of particular focus at the balance sheet date were the

Company’s Annual Redemption facility, the implementation of

the Company’s share buyback programme and application of

the appropriate valuation methodology for unlisted holdings

in accordance with relevant guideline/standards. Both events

were discussed in detail by the Committee, with support from

the Company’s service providers and reporting included in

the year end auditor’s report. No issues werediscovered.

GOING CONCERN AND VIABILITY

STATEMENTS

Having reviewed the Company’s financial position, liabilities,

principal/emerging risks and uncertainties, the Committee

recommended to the Directors that it was appropriate for the

Directors to prepare the financial statements on the going

concern basis. The viability and going concern statements

can be found on pages 22 and 39 respectively.

AUDIT TENURE

Ernst & Young LLP has been appointed as the Company’s

auditor since the Company’s launch in October 2016 following

a competitive process and review of the auditor’s credentials.

The re-appointment of the external auditor will be reviewed

annually by the Audit and Risk Committee and the Board and

is subject to approval by Shareholders. In accordance with

the FRC guidance, the audit will be put out to tender within

tenyears of the initial appointment of Ernst & Young LLP.

In accordance with auditor rotation best practice, Ahmer

Huda (in second year of tenure) is appointed as Audit

Partner for the year ending 30 November 2023 audit. The

appointment of the auditor is reviewed annually by the

Audit and Risk Committee and the Board and is subject to

approval by Shareholders.

PROVISION OF NON-AUDIT SERVICES

The Audit and Risk Committee has put a policy in place on

the supply of any non-audit services provided by the external

auditor. Such services are considered on a case-by-case

basis and may only be provided to the Company if the

provision of such services is at a reasonable and competitive

cost and does not constitute a conflict of interest or potential

conflict of interest which would prevent the auditor from

remaining objective and independent.

No non-audit fees were payable to the Auditor in the year

ended 30 November 2023 (2022: Nil).

The audit fees (excluding VAT) incurred during the year

amounted to £53,025 (2022: £50,500). These fees represent

an increase over the prior year. The Committee reviewed

the audit fees being paid by similar comparative companies

and concluded that the increase is in line with audit fee

rises experienced across the investment trust sector. Audit

firms generally have increased the fees that they charge to

investment trusts in order to reflect the increased level of work

that they have been required to perform, in the context of

more rigorous levels of audit scrutiny and regulation.

Bellevue Healthcare Trust plc Annual Report and Accounts 202354

AUDITOR INDEPENDENCE

The Audit and Risk Committee considered the independence

of the auditor and the objectivity of the audit process and is

satisfied that Ernst & Young LLP has fulfilled its obligations to

Shareholders and as independent auditor to the Company for

the year.

After due consideration, the Audit and Risk Committee

recommends the re-appointment of Ernst & Young LLP and

their re-appointment will be put forward to the Company’s

Shareholders at the 2024 AGM.

CONCLUSION WITH RESPECT TO THE

ANNUAL REPORT AND FINANCIAL

STATEMENTS

The Audit and Risk Committee has concluded that the Annual

Report for the year ended 30 November 2023, taken as a

whole, is fair, balanced and understandable and provides

the information necessary for Shareholders to assess the

Company’s business model, strategy and performance. The

Audit and Risk Committee has reported its conclusions to the

Board of Directors. The Audit and Risk Committee reached

this conclusion through a process of review of the document

and enquiries to the various parties involved in the production

of the annual report.

Josephine Dixon

Audit and Risk Committee Chair

1 March 2024

Report of the Audit and Risk Committee continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 55

Governance

Statement of Directors’ Responsibilities

The Directors are responsible for preparing the Annual Report

and the financial statements in accordance with applicable

laws and regulations.

Company law requires the Directors to prepare accounts for

each financial year. Under that law the Directors have elected

to prepare the financial statements under UK adopted

International Accounting Standards (“IAS”). Under company

law the Directors must not approve the financial statements

unless they are satisfied that they give a true and fair view

of the state of affairs of the Company as at the end of the

year and of the net return for the year. In preparing these

accounts, the Directors are required to:

select suitable accounting policies in accordance with

IAS 8 Accounting Policies, Changes in Accounting

Estimates and Errors and then apply them consistently;

present information, including accounting policies, in a

manner that provides relevant, reliable, comparable and

understandable information;

make judgements and estimates which are reasonable

andprudent;

state whether UK adopted IAS have been followed, subject

to any material departures disclosed and explained in the

accounts; and

prepare the financial statements on a going concern basis

unless it is inappropriate to presume that the Company will

continue in business.

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and explain

the Company’s transactions and which disclose with

reasonable accuracy at any time the financial position of

the Company and enable them to ensure that the accounts

comply with the Companies Act 2006. They are also

responsible for safeguarding the assets of the Company and

hence for taking reasonable steps for the prevention and

detection of fraud and other irregularities.

The accounts are published on the Company’s website at

www.bellevuehealthcaretrust.com, which is maintained

by the Company’s Investment Manager. The work carried

out by the auditor does not involve consideration of

the maintenance and integrity of these websites and,

accordingly, the auditor accepts no responsibility for any

changes that have occurred to the accounts since being

initially presented on the website. Legislation in the United

Kingdom governing the preparation and dissemination of

financial statements may differ from legislation in other

jurisdictions.

DIRECTORS’ CONFIRMATION STATEMENT

The Directors each confirm to the best of their knowledge

that:

the accounts, prepared in accordance with UK adopted

IAS, give a true and fair view of the assets, liabilities,

financial position and profit of the Company; and

this Annual Report includes a fair review of the

development and performance of the business and

position of the Company, together with a description of

the principal risks and uncertainties that it faces.

Having taken advice from the Audit and Risk Committee,

the Directors consider that 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 Company’s performance,

business model and strategy. For and on behalf of the Board.

Randeep Grewal

Chairman

1 March 2024

Bellevue Healthcare Trust plc Annual Report and Accounts 202356

Independent Auditor’s Report

OPINION

We have audited the financial statements of Bellevue Healthcare

Trust PLC (the ‘Company’) for the year ended 30 November

2023 which comprise the Statement of Comprehensive Income,

the Statement of Financial Position, the Statement of Changes

in Equity, the Statement of Cash Flows and the related notes 1

to 19, 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

Accounting Standards.

In our opinion, the financial statements:

give a true and fair view of the Company’s affairs as at

30 November 2023 and of its loss for the year then ended;

have been properly prepared in accordance with UK adopted

International Accounting Standards; and

have been prepared in accordance with the requirements of

the Companies Act 2006.

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 believe that the

audit evidence we have obtained is sufficient and appropriate

to provide a basis for our opinion.

INDEPENDENCE

We are independent of the Company in accordance with

the ethical requirements that are relevant to our audit of the

financial statements in the UK, 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.

The non-audit services prohibited by the FRC’s Ethical

Standard were not provided to the Company and we remain

independent of the Company in conducting the audit.

CONCLUSIONS RELATING TO GOING

CONCERN

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:

Confirmation of our understanding of the Company’s going

concern assessment process and engaging with the Directors

and the Company Secretary to determine if all key factors

were considered in their assessment. We considered whether

the factors taken account of in the Directors’ assessment

addressed those matters which we considered important.

Inspection of the Directors’ assessment of going concern,

including the revenue and expense cash flow forecast, for

the period to 30 November 2025 which is at least eighteen

months from the date these financial statements were

authorised for issue. In preparing the revenue and expense

forecast, the Company has concluded that it is able to

continue to meet its ongoing costs as they fall due.

Reviewing of the factors and assumptions, including the

impact of the current economic environment and other

significant events that could give rise to market volatility, as

applied to the revenue and expense forecast. We considered

the appropriateness of the methods used to calculate the

forecast and determined, through testing of the methodology

and calculations, that the methods, inputs and assumptions

utilised were appropriate to be able to make an assessment

of going concern for the Company.

Consideration of the mitigating factors included in the revenue

and expense forecast that are within the control of the

Company, including a review of the Company’s assessment of

the liquidity of investments held and evaluating the Company’s

ability to sell investments in order to cover the working capital

requirements should its revenue decline significantly. Reviewing

of the Directors’ assessment of the impact on going concern in

respect of the annual redemption facility.

In relation to the Company’s borrowing arrangements,

assessing the risk of breaching the debt covenants as a

result of a reduction in the value of the Company’s portfolio.

We calculated the Company’s compliance with debt

covenants and reviewed reverse stress testing in order to

identify what factors would lead to the Company breaching

the financial covenants. Reviewing the Company’s going

concern disclosures included in the annual report in order

to assess whether the disclosures were appropriate and in

conformity with the reporting standards.

Based on the work we have performed, we have not identified

any material uncertainties 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

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 57

Governance

to 30 November 2025, which is at least eighteen months from

when the financial statements are authorised for issue.

In relation to the Company’s reporting on how they have applied

the UK Corporate Governance Code, we have nothing material to

add or draw attention to in relation to the Directors’ 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. However, because not all future

events or conditions can be predicted, this statement is not a

guarantee as to the Company’s ability to continue as a going

concern.

OVERVIEW OF OUR AUDIT APPROACH

Key audit matters • Risk of incomplete or inaccurate revenue recognition, including the classification of special

dividends as revenue or capital items in the Statement of Comprehensive Income

• Risk of incorrect valuation or ownership of the investment portfolio

Materiality • Overall materiality of £ 6.65m which represents 1% of the Company’s Net Asset Value.

AN OVERVIEW OF THE SCOPE OF OUR

AUDIT

Tailoring the scope

Our assessment of audit risk, our evaluation of materiality and

our allocation of performance materiality determine our audit

scope for the Company. This enables us to form an opinion

on the financial statements. We take into account size, risk

profile, the organisation of the Company and effectiveness of

controls, the potential impact of climate change and changes

in the business environment when assessing the level of

work to be performed. All audit work was performed directly

by the audit engagement team.

Climate change

Stakeholders are increasingly interested in how climate

change will impact the Company. The Company has

determined that the impact of climate change could affect the

Company’s investments and their valuations and potentially

shareholder returns. These are explained on pages 20 and

21 in the principal and emerging risks and uncertainties

section, which form part of the “Other information,” rather

than the audited financial statements. Our procedures on

these unaudited disclosures therefore consisted solely of

considering whether they are materially inconsistent with the

financial statements, or our knowledge obtained in the course

of the audit or otherwise appear to be materially misstated, in

line with our responsibilities on “Other information”. In planning

and performing our audit we assessed the potential impacts

of climate change on the Company’s business and any

consequential material impact on its financial statements.

Our audit effort in considering climate change was focused on

the adequacy of the Company’s disclosures in the Financial

Statements as set out in Note 2 and the conclusion that

there was no further impact of climate change to be taken

into account. In line with UK adopted International Accounting

Standards investments are valued at fair value, which for the

Company are quoted bid prices for investments in active

markets at the balance sheet date. All investments therefore,

except for one investment in level 3, reflect the market

participants view of climate change risk on the investments

held by the Company. We also challenged the Directors’

considerations of climate change in their assessment of

viability and going concern and associated disclosures. Based

on our work we have not identified the impact of climate

change on the financial statements to be a key audit matter or

to impact a key audit matter.

We also challenged the Directors’ considerations of climate

change risks in their assessment of going concern and

viability and associated disclosures. Where considerations

of climate change were relevant to our assessment of going

concern, these are described above. Based on our work

we have not identified the impact of climate change on the

financial statements to be a key audit matter or to impact a key

auditmatter.

Key audit matters

Key audit matters are those matters that, in our professional

judgment, were of most significance in our audit of the

financial statements of the current period and include the

most significant assessed risks of material misstatement

(whether or not due to fraud) that we identified. These matters

included 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 our opinion thereon, and we do

not provide a separate opinion on these matters.

Bellevue Healthcare Trust plc Annual Report and Accounts 202358

Risk Our response to the risk

Key observations communicated to

the Audit and Risk Committee

Risk of incomplete or inaccurate

revenue recognition, including the

classification of special dividends

as revenue or capital items in the

Statement of Comprehensive Income

Refer to the Report of the Audit and

Risk Committee (page 52); Accounting

policies (page 69); and note 5 of the

Financial Statements

The Company has reported investment

income for the year ended 30 November

2023 of £0.92m (2022: £1.90m),

consisting of dividend income from

listed equity investments.

There is a risk of incomplete or

inaccurate recognition of revenue

through the failure to recognise proper

income entitlements or to apply an

appropriate accounting treatment.

In addition to the above, the Directors

are required to exercise judgement in

determining whether income receivable

in the form of special dividends should

be classified as ‘revenue’ or ‘capital’

in the Statement of Comprehensive

Income.

The Company did not receive any

special dividends during the year

(2022: none).

We performed the following

procedures:

• Walked through the revenue

recognition and classification of special

dividends processes and obtained

an understanding of the design and

implementation of the controls.

• For all dividends received and

accrued, we recalculated the dividend

income by multiplying the investment

holdings at the ex-dividend date,

traced from the accounting records,

by the dividend rate per share, which

was agreed to an independent data

vendor. We agreed amounts received

to bank statements and where

applicable, agreed the exchange rates

to an external source.

• We reviewed the investee company

announcement to assess whether

the dividend obligation arose prior

to 30 November 2023. We did not

identify any dividends which needed

to be accrued as at the year-end.

• To test completeness of recorded

income, for a sample of investee

companies, we verified that

expected dividends during the year

had been recorded as income with

reference to investee company

announcements obtained from an

independent data vendor.

• For a sample of investments held

during the year, we reviewed the

type of dividends paid with reference

to an external data source to identify

those which were special.

• We evaluated the time period between

each dividend payment to assess

whether the dividend payment

appears out of the ordinary, as well

as reviewing external data sources to

identify whether any companies the

Company has invested in declared

special dividends. Our procedures did

not identify any special dividends.

The results of our procedures identified

no material misstatement in relation

to the risk of incomplete or inaccurate

revenue recognition, including incorrect

classification of special dividends as

revenue or capital in the Statement of

Comprehensive Income.

Independent Auditor’s Report continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 59

Governance

Risk Our response to the risk

Key observations communicated to

the Audit and Risk Committee

• Through enquiry we confirmed

with management that no special

dividends had been received during

the year. Our procedures did not

identify any special dividends.

Risk of incorrect valuation or

ownership of the investment portfolio

Refer to the Report of the Audit and

Risk Committee (page 52); Accounting

policies (page 69); and note 4 of the

Financial Statements.

The Company’s investment portfolio

consists of listed equity investments

valued at £694.9m at 30 November

2023 (2022: £1,043.3m). As at the

year-end the Company holds one

investment, which was suspended from

trading amounting to £2.03m.

The valuation of the assets held in the

investment portfolio is the key driver of

the Company’s net asset value and total

return. Incorrect investment pricing or

a failure to maintain proper legal title of

the assets held by the Company could

have a significant impact on the portfolio

valuation and the return generated for

shareholders.

The fair value of listed investments is

determined using quoted market bid

prices at close of business on the

reporting date. Unquoted investments

are valued with reference to the

International Private Equity and Venture

Capital Valuation Guidelines (‘IPEV’).

We performed the following

procedures:

• Walked through the investment

valuation and legal title process

to obtain an understanding of the

design and implementation of the

controls.

• For all listed investments in the

portfolio, we compared the market

prices and exchange rates applied

to an independent pricing vendor

and recalculated the investment

valuations as at the year-end. For the

investment, which was suspended

from trading, we challenged the

valuation approach by obtaining

supporting evidence and assessing

the methodology applied.

• We inspected the stale pricing report

produced by the Administrator to

identify prices that have not changed

and verified whether the listed price

is a valid fair value through review of

trading activity.

• We compared the Company’s

investment holdings at 30 November

2023 to independent confirmation

received directly from the Company’s

Custodian.

The results of our procedures identified

no material misstatement in relation

to the risk of incorrect valuation or

ownership of the investment portfolio.

OUR APPLICATION OF MATERIALITY

We apply the concept of materiality in planning and performing

the audit, in evaluating the effect of identified misstatements

on the audit and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that,

individually or in the aggregate, could reasonably be

expected to influence the economic decisions of the users

of the financial statements. Materiality provides a basis for

determining the nature and extent of our audit procedures.

We determined materiality for the Company to be

£6.65m (2022: £10.04m), which is 1% (2022: 1%) of the

Company’s Net Asset Value. We believe that Net Asset

Value provides us with the most important financial metric

on which shareholders would judge the performance of the

Company.

Bellevue Healthcare Trust plc Annual Report and Accounts 202360

Performance materiality

The application of materiality at the individual account

or balance level. It is set at an amount to reduce to an

appropriately low level the probability that the aggregate

of uncorrected and undetected misstatements exceeds

materiality.

On the basis of our risk assessments, together with our

assessment of the Company’s overall control environment,

our judgement was that performance materiality was 75%

(2022: 75%) of our planning materiality, namely £4.99m

(2022: £7.53m). We have set performance materiality at

this percentage due to our past experience of the audit that

indicates a lower risk of misstatements, both corrected and

uncorrected.

Reporting threshold

An amount below which identified misstatements are

considered as being clearly trivial.

We agreed with the Audit and Risk Committee that we would

report to them all uncorrected audit differences in excess

of £0.33m (2022: £0.50m), which is set at 5% of planning

materiality, as well as differences below that threshold that, in

our view, warranted reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the

quantitative measures of materiality discussed above and in

light of other relevant qualitative considerations in forming our

opinion.

OTHER INFORMATION

The other information comprises the information included in

the annual report set out on pages 33 and 34 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 this 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 course of 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 this gives rise to a material

misstatement in the financial statements themselves. If, based

on the work we have performed, we conclude that there is a

material misstatement of the other information, we are required

to report that fact.

We have nothing to report in this regard.

OPINIONS ON OTHER MATTERS

PRESCRIBED BY THE COMPANIES ACT 2006

In our opinion the part of the Directors’ remuneration report to

be audited has been properly prepared in accordance with the

Companies Act 2006.

In our opinion, based on the work undertaken in the course of

the audit:

the information given in the Strategic Report and the

Directors’ Report for the financial year for which the

financial statements are prepared is consistent with the

financial statements; and

the Strategic Report and Directors’ Report have been

prepared in accordance with applicable legal requirements.

MATTERS ON WHICH WE ARE REQUIRED

TO REPORT BY EXCEPTION

In the light of the knowledge and understanding of the

Company and its environment obtained in the course of the

audit, we have not identified material misstatements in the

Strategic Report or Directors’ Report.

We have nothing to report in respect of the following matters

in relation to which the Companies Act 2006 requires us to

report to you if, in our opinion:

adequate accounting records have not been kept, or

returns adequate for our audit have not been received from

branches not visited by us; or

the financial statements and the part of the Directors’

Remuneration Report to be audited are not in agreement

with the accounting records and returns; or

certain disclosures of Directors’ remuneration specified by

law are not made; or

we have not received all the information and explanations

we require for our audit.

Independent Auditor’s Report continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 61

Governance

CORPORATE GOVERNANCE STATEMENT

We have reviewed the Directors’ statement in relation to going

concern, longer-term viability and that part of the Corporate

Governance Statement relating to the Company’s compliance

with the provisions of the UK Corporate Governance Code

specified for our review by the Listing Rules.

Based on the work undertaken as part of our audit, we have

concluded that each of the following elements of the Corporate

Governance Statement is materially consistent with the financial

statements or our knowledge obtained during the audit:

Directors’ statement with regards to the appropriateness of

adopting the going concern basis of accounting and any

material uncertainties identified set out on page 39;

Directors’ explanation as to its assessment of the

Company’s prospects, the period this assessment covers

and why the period is appropriate set out on page 22;

Directors’ statement on whether it has a reasonable

expectation that the Company will be able to continue in

operation and meets its liabilities set out on page 39;

Directors’ statement on fair, balanced and understandable

set out on page 55;

Board’s confirmation that it has carried out a robust

assessment of the emerging and principal risks set out on

page 22 and;

The section of the annual report that describes the review

of effectiveness of risk management and internal control

systems set out on page 42 and 43;

The section describing the work of the Audit and Risk

Committee set out on page 52.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Directors’ responsibilities

statement set out on page 55, 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 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

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.

Explanation as to what extent 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

irregularities, including fraud. The risk of not detecting a

material misstatement due to fraud is higher than the risk of

not detecting one resulting from error, as fraud may involve

deliberate concealment by, for example, forgery or intentional

misrepresentations, or through collusion. The extent to

which our procedures are capable of detecting irregularities,

including fraud is detailed below.

However, the primary responsibility for the prevention and

detection of fraud rests with both those charged with

governance of the Company and management.

We obtained an understanding of the legal and regulatory

frameworks that are applicable to the Company and

determined that the most significant are UK adopted

International Accounting Standards, the Companies Act

2006, AIC SORP, the Listing Rules, the UK Corporate

Governance Code, Section 1158 of the Corporation Tax

Act 2010 and The Companies (Miscellaneous Reporting)

Regulations 2018.

We understood how the Company is complying with those

frameworks through discussions with the Audit and Risk

Committee and Company Secretary and review of Board

minutes.

We assessed the susceptibility of the Company’s financial

statements to material misstatement, including how fraud

Bellevue Healthcare Trust plc Annual Report and Accounts 202362

might occur by considering the key risks impacting the

financial statements. We identified a fraud risk with respect

to the incomplete or inaccurate revenue recognition

through incorrect classification of special dividends

as revenue or capital items. Further discussion of our

approach is set out in the section on key audit matters

above.

Based on this understanding we designed our audit

procedures to identify non-compliance with such laws

and regulations. Our procedures involved review of the

reporting to the Directors with respect to the application

of the documented policies and procedures and review

of the financial statements to ensure compliance with the

reporting requirements of the Company.

A further description of our responsibilities for the audit

of the financial statements is located on the Financial

Reporting Council’s website at https://www.frc.org.uk/

auditorsresponsibilities. This description forms part of our

auditor’s report.

OTHER MATTERS WE ARE REQUIRED TO

ADDRESS

Following the recommendation from the Audit and Risk

Committee, we were appointed by the Company on

27 November 2017 to audit the financial statements for

the period ended 30 November 2017 and subsequent

financial periods.

The period of total uninterrupted engagement including

previous renewals and reappointments is 7 years, covering

the years ending 30 November 2017 to 30 November

2023.

The audit opinion is consistent with the additional report to

the Audit and Risk Committee.

USE OF OUR REPORT

This report is made solely to the Company’s members, as

a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so

that we might state to the Company’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 Company and the Company’s members as a body, for our

audit work, for this report, or for the opinions we have formed.

Ahmer Huda (Senior statutory auditor)

for and on behalf of Ernst & Young LLP, Statutory Auditor

London

1 March 2024

Independent Auditor’s Report continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 63

Strategic Report

Financial Statements

Bellevue Healthcare Trust plc Annual Report and Accounts 202363

Bellevue Healthcare Trust plc Annual Report and Accounts 202364

Statement of Comprehensive Income

for the year ended 30 November 2023

Year ended 30 November 2023 Year ended 30 November 2022

Note

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Losses on investments 4 - (109,626) (109,626) - (19,980) (19,980)

Losses on currency movements - (789) (789) - (9,839) (9,839)

Net investment losses - (110,415) (110,415) - (29,819) (29,819)

Income 5 2,469 - 2,469 2,186 - 2,186

Total income 2,469 (110,415) (107,946) 2,186 (29,819) (27,633)

Investment management fees 6 (1,559) (6,236) (7,795) (1,877) (7,510) (9,387)

Other operating expenses 7 (1,090) - (1,090) (1,069) - (1,069)

Loss before finance costs and taxation (180) (116,651) (116,831) (760) (37,329) (38,089)

Finance costs 8 (810) (3,240) (4,050) (610) (2,440) (3,050)

Operating loss before taxation (990) (119,891) (120,881) (1,370) (39,769) (41,139)

Taxation 9 (157) - (157) (285) - (285)

Loss for the year (1,147) (119,891) (121,038) (1,655) (39,769) (41,424)

Return per Ordinary Share 10 (0.21)p (21.85)p (22.06)p (0.28)p (6.84)p (7.12)p

There is no other comprehensive income and therefore the ‘Loss for the year’ is the total comprehensive income for the year.

The total column of the above statement is the statement of comprehensive income of the Company. The supplementary revenue and capital

columns, including the earnings per Ordinary Shares, are prepared under guidance from the Association of Investment Companies.

All revenue and capital items in the above statement derive from continuing operations.

The notes on pages 68 to 81 form and integral part of these financial statements.

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 65

Financial Statements

Statement of Financial Position

as at 30 November 2023

Note

30 November 2023

£’000

30 November 2022

£’000

Non-current assets

Investments held at fair value through profit or loss 4 696,916 1,043,349

Current assets

Cash and cash equivalents 110,954 46,368

Sales for future settlement 22 855

Other receivables 11 111 392

111,087 47,615

Total assets 808,003 1,090,964

Current liabilities

Purchases for future settlement - (1,395)

Bank loans payable 12 (31,696) (83,731)

Other payables 13 (110,770) (1,512)

Total liabilities (142,466) (86,638)

Net assets 665,537 1,004,326

Equity

Share capital 14 4,803 5,881

Share premium account 617,709 617,371

Special distributable reserve - 28,347

Capital reserve 45,462 354,017

Revenue reserve (2,437) (1,290)

Total equity 665,537 1,004,326

Net asset value per Ordinary Share 16 143.87p 171.16p

Approved by the Board of Directors and authorised for issue on 1 March 2024 and signed on their behalf by:

Randeep Grewal

Chairman

Registered in England and Wales with registered number 10415235.

The notes on pages 68 to 81 form and integral part of these financial statements.

Bellevue Healthcare Trust plc Annual Report and Accounts 202366

Statement of Changes in Equity

for the year ended 30 November 2023

Notes

Capital

£’000

premium

account

£’000

Special

distributable

reserve

£’000

Capital

reserve

£’000

Revenue

reserve

£’000

Total

£’000

Opening balance as at 01 December 2022

5,881 617,371 28,347 354,017 (1,290) 1,004,326

Loss for the year

- - - (119,891) (1,147) (121,038)

Issue of Ordinary Shares 14 2 340 - - - 342

Redemption of Ordinary Shares 14 (1,080) - (10,491) (148,688) - (160,259)

Buybacks of Ordinary Shares - - - (23,439) - (23,439)

Ordinary Share issues, Buybacks and

Redemption costs

- (2) (81) (102) - (185)

Dividends paid 15 - - (17,775) (16,435) - (34,210)

Closing balance as at 30 November 2023 4,803 617,709 - 45,462 (2,437) 665,537

for the year ended 30 November 2022

Notes

Capital

£’000

premium

account

£’000

Special

distributable

reserve

£’000

Capital

reserve

£’000

Revenue

reserve

£’000

Total

£’000

Opening balance as at 01 December 2021

5,602 568,910 64,804 393,786 365 1,033,467

Loss for the year

- - - (39,769) (1,655) (41,424)

Issue of Ordinary Shares 14 279 48,887 - - - 49,166

Ordinary Share issue costs

- (426) - - - (426)

Dividends paid 15 - - (36,457) - - (36,457)

Closing balance as at 30 November 2022

5,881 617,371 28,347 354,017 (1,290) 1,004,326

The Company’s distributable reserves consist of the special distributable reserve and revenue reserve as disclosed above; and capital reserve

attributable to realised profit of £45,462,000 (30 November 2022: £354,017,000).

The Company can use its distributable reserves to fund dividends, redemptions of Ordinary Shares and share buy backs.

The notes on pages 68 to 81 form and integral part of these financial statements.

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 67

Financial Statements

Statement of Cash Flows

for the year ending 30 November 2023

Year ended

30 November 2023

£’000

Year ended

30 November 2022

£’000

Operating activities Cash flows

Income* 2,469 2,186

Operating expenses (8,852) (10,794)

Taxation (157) (285)

Net cash flow used in operating activities (6,540) (8,893)

Investing activities Cash flows

Purchase of investments (303,144) (599,039)

Sale of investments 533,774 610,527

Net cash flow from investing activities 230,630 11,488

Financing activities Cash flows

Bank loans drawn 15,722 45,174

Bank loans repaid (63,121) (44,885)

Loan interest and other charges paid (4,552) (2,546)

Dividends paid (34,210) (36,457)

Proceeds from issue of Ordinary Shares 342 49,166

Annual Redemption of Ordinary Shares (50,251) -

Buybacks of ordinary shares held in treasury (23,439) -

Ordinary Share issues, Buybacks and Redemption costs (185) (426)

Net cash flow (used in)/from financing activities (159,694) 10,026

Increase in cash and cash equivalents 64,396 12,621

Cash and cash equivalents at start of year 46,368 27,994

Effect of foreign currency revaluations 190 5,753

Cash and cash equivalents at end of year 110,954 46,368

* Cash inflow from dividends for the financial year was £765,000 (2022: £1,618,000). Bank deposits interest income received during the year was

£1,547,000 (2022: £283,000).

The table below shows the movement in financing activities during the year.

Year ended

30 November 2023

£’000

Year ended

30 November 2022

£’000

Opening balance 83,731 67,850

Repayment of bank loans (63,121) (44,885)

Proceeds from bank loans 15,722 45,174

Foreign exchange movements (4,636) 15,592

Closing balance 31,696 83,731

The notes on pages 68 to 81 form and integral part of these financial statements.

68 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

1. REPORTING ENTITY

Bellevue Healthcare Trust plc is a closed-ended investment company, registered in England and Wales on 7 October 2016.

The Company’s registered office is 6th Floor, 125 London Wall, London, EC2Y 5AS. Business operations commenced on

2December 2016 when the Company’s Ordinary Shares were admitted to trading on the London Stock Exchange. The

financial statements of the Company are presented for the year from 1 December 2022 to 30 November 2023.

The Company invests in a concentrated portfolio of listed or quoted equities in the global healthcare industry. The Company

may also invest in American Depositary Receipts (ADRs), or convertible instruments issued by such companies and may invest

in, or underwrite, future equity issues by such companies. The Company may utilise contracts for differences for investment

purposes in certain jurisdictions where taxation or other issues in those jurisdictions may render direct investment in listed or

quoted equities less effective.

2. BASIS OF PREPARATION

Statement of compliance

These financial statements have been prepared in accordance with UK adopted International Accounting Standards (“IAS”).

In preparing these financial statements the directors have considered the impact of climate change as a risk as set out on

pages 20 and 21, and have concluded that there was no further impact of climate change to be taken into account. In line with

IAS investments are valued at fair value, which for the Company is quoted bid prices for investments in active markets at the

Statement of Financial Position date and therefore reflect market participants’ view of climate change risk on the investments

wehold.

When presentational guidance set out in the Statement of Recommended Practice (‘SORP’) for Investment Companies issued

by the Association of Investment Companies (‘the AIC’) in July 2022 is consistent with the requirements of UK adopted IAS,

theDirectors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP.

Going concern

The Directors have adopted the going concern basis in preparing the financial statements.

In forming this opinion, the Directors have considered the adequacy of the Company’s operational resources, liquidity of the

investment portfolio, debt covenants and any potential impact of the ongoing war in Ukraine may have on the going concern

and viability of the Company. In making their assessment, the Directors have reviewed income and expense projections and the

liquidity of the investment portfolio, and considered the mitigation measures which key service providers, including the Investment

Manager, have in place to maintain operational resilience.

The Company’s ability to continue as a going concern for the period assessed by the Directors, being the period to

30November2025, which is at least 18 months from the date the financial statements were authorised for issue.

Significant accounting estimates, judgements and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect

the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may

differ from these estimates.

Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised

in the year in which the estimates are revised and in any future periods affected. There have been no material estimates,

judgements or assumptions, which have had a significant impact on the financial statements for the year.

Notes to the Financial Statements

69 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

Financial Statements

Basis of measurement

The financial statements have been prepared on the historical cost basis except for financial instruments at fair value through

profit or loss, which are measured at fair value.

Functional and presentation currency

The financial statements are presented in sterling, which is the Company’s functional currency. The Company’s investments are

denominated in multiple currencies. However, the Company’s shares are issued in sterling and the majority of its investors are

UK based. In addition, all expenses are paid in GBP as are dividends. All financial information presented in sterling have been

rounded to the nearest thousand pounds.

3. ACCOUNTING POLICIES

(a) Investments

Upon initial recognition investments are classified by the Company “at fair value through profit or loss”. They are accounted

for on the date they are traded and are included initially at fair value which is taken to be their cost. Subsequently, quoted

investments are valued at fair value, which is the bid market price, or if bid price is unavailable, the last traded price on

the relevant exchange. Unquoted investments are valued at fair value by the Board which is established with regard to the

International Private Equity and Venture Capital Valuation Guidelines by using, where appropriate, latest dealing prices,

valuations from reliable sources and other relevant factors.

Changes in the fair value of investments held at fair value through profit or loss and gains or losses on disposal are included in

the capital column of the Statement of Comprehensive Income within gains/(losses) on investments.

Investments are derecognised on the trade date of their disposal, which is the point where the Company transfers substantially

all the risks and rewards of the ownership of the financial asset.

(b) Foreign currency

Transactions denominated in foreign currencies are translated into sterling at actual exchange rates as at the date of the

transaction. Monetary assets and liabilities, and non-monetary assets held at fair value denominated in foreign currencies are

translated into sterling using London closing foreign exchange rates at the year end. Any gain or loss arising from a change in

exchange rates subsequent to the date of the transaction is included as an exchange gain or loss to capital or revenue in the

Statement of Comprehensive Income as appropriate.

Dividend income from shares is recognised on ex-dividend dates. Overseas income is grossed up at the appropriate rate of tax.

Special dividends are assessed on their individual merits and may be credited to the Statement of Comprehensive Income as a

capital item if considered to be closely linked to reconstructions of the investee company or other capital transactions. All other

investment income is credited to the Statement of Comprehensive Income as a revenue item. Interest receivable is accrued on

a time apportionment basis.

(d) Reserves

Capital reserves

Profits achieved in cash by selling investments and changes in fair value arising upon the revaluation of investments that

remainin the portfolio are all charged to the capital column of the Statement of Comprehensive Income and allocated to the

capital reserve.

70 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

Special distributable reserve

Following admission of the Company’s Ordinary Shares to trading on the London Stock Exchange, the Directors applied to

the Court to cancel the share premium account at the time to create a special distributable reserve which may be treated as

distributable reserves and out of which redemptions, tender offers and share buybacks may be funded. This reserve may also

be used to fund dividend payments.

The Company’s distributable reserves consist of the special distributable reserve, revenue reserve and capital reserve

attributable to realised profit.

Share premium

The share premium account arose from the net proceeds of issuing new shares. The excess of the issue price of a share over

its nominal value is the share premium.

The Board seeks Shareholder approval to petition the High Court to transfer amounts standing to the credit of the share

premium account into the Company’s distributable reserves, whenever it seems appropriate to do so.

Revenue reserves

The revenue reserve reflects all income and expenditure recognised in the revenue column of the income statement and is

distributable by way of dividends.

(e) Expenses

All expenses are accounted for on an accrual basis. Expenses directly related to the acquisition or disposal of an investment

(transaction costs) are taken to the income statement as a capital item.

Expenses are recognised through the Statement of Comprehensive Income as revenue items except as follows:

Investment management fees

In accordance with the Company’s stated policy and the Directors expectation of the split of future returns, 80% of investment

management fees are charged as a capital item in the Statement of Comprehensive Income.

Finance costs

Finance costs include interest payable and direct loan costs. In accordance with Directors’ expectation of the split of future

returns, 80% of finance costs are charged as capital items in the Statement of Comprehensive Income. Loan arrangement

costs are amortised over the term of the loan.

(f) Cash and cash equivalents

Cash comprises cash at hand and on-demand deposits. Cash equivalents are short term (three months or less), highly liquid

investments that are readily convertible to known amounts of cash, are subject to insignificant risks of changes in value, and are

held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.

(g) Taxation

Irrecoverable taxation on dividends is recognised on an accrual basis in the Statement of Comprehensive Income.

Deferred taxation

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and

liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted

for using the statement of financial position liability method. Deferred tax liabilities are recognised for all taxable temporary

differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against

which deductible temporary differences can be utilised. Investment trusts which have approval as such under Section 1158 of

the Corporation Tax Act 2010 are not liable for taxation on capital gains in UK.

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

71 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

Financial Statements

(h) Financial liabilities

Bank loans and overdrafts are classified as financial liabilities at amortised cost. They are initially measured at the proceeds

received, net of direct issue costs, and subsequently measured at amortised cost using the effective interest method.

(i) Future Developments in IFRS standards

A number of new standards and/or amendments to standards are effective for the annual periods beginning after

1January2023. None of these are expected to have a significant effect on the measurement of the amounts recognised in the

financial statements of the Company.

Amendments to IAS 1 Presentation of Financial Statements—Classification of Liabilities as Current or Non‑current

The amendments to IAS 1 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. The amendments are applied retrospectively for annual periods beginning on or after

1 January 2024, with early application permitted.

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

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 noncurrent). 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 amendments are applied retrospectively for annual reporting periods beginning on or after 1 January 2024.

Earlier application of the amendments is permitted.

Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures—Supplier Finance Arrangements

The amendments add a disclosure objective to IAS 7 stating that an entity is required to disclose information about its supplier

finance arrangements that enables users of financial statements to assess the effects of those arrangements on the entity’s

liabilities and cash flows. In addition, IFRS 7 was amended to add supplier finance arrangements as an example within the

requirements to disclose information about an entity’s exposure to concentration of liquidity risk. The amendments, which

contain specific transition reliefs for the first annual reporting period in which an entity applies the amendments, are applicable

for annual reporting periods beginning on or after 1 January 2024. Earlier application is permitted.

(j) Equity shares

The Company has treated the Ordinary Shares and Management Shares as equity in accordance with IAS 32 Financial

Instruments: Presentation, which classifies financial instruments into financial assets, financial liabilities and equity instruments.

Both share classes have an entitlement to the residual interest in the assets of the Company after deducting liabilities, suffice

that the Management Shares have no participation in any surplus beyond their paid-up capital. The Management Shares are not

redeemable, but the Ordinary Shares are subject to an annual redemption option at the discretion of the Directors. Redemption

requests are matched with buyers in the market or cancelled by the Company. Ordinary Shares participate in dividends and any

other profits of the Company.

72 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

Segmental reporting

The Board has considered the requirements of IFRS 8 – “Operating Segments”. The Company has entered into an Investment

Management Agreement with the Investment Manager under which the Investment Manager is responsible for the management

of the Company’s investment portfolio, subject to the overall supervision of the Board of Directors. Accordingly, the Board is

deemed to be the “Chief Operating Decision Maker” of the Company.

The Directors are of the opinion that the Company is engaged in a single segment of business being that of an investment trust,

as disclosed in note 1.

4. INVESTMENT HELD AT FAIR VALUE THROUGH PROFIT OR LOSS

(a) Summary of valuation

As at

30 November

2023

£’000

30 November

2022

£’000

Investments held at fair value through profit or loss

– Overseas 696,916 1,043,349

Closing valuation 696,916 1,043,349

(b) Movements in valuation

£’000 £’000

Opening valuation 1,043,349 1,083,590

Opening unrealised gains on investments 131,376 7,839

Opening book cost 1,174,725 1,091,429

Additions, at cost 301,659 590,922

Disposals, at cost (491,871) (507,626)

Closing book cost 984,513 1,174,725

Revaluation of investments (287,597) (131,376)

Closing valuation 696,916 1,043,349

In respect of the investments sold during the year, they have been revalued over time and until they were sold any unrealised

gains/losses were included in the fair value of the investments.

Transaction costs on investment purchases for the year ended 30 November 2023 amounted to £90,000 (30 November 2022:

£186,000) and on investment sales for the financial year to 30 November 2023 amounted to £167,000 (30 November 2022:

£198,000).

£’000 £’000

Realised gains on disposal of investments 40,980 103,557

Movement in unrealised gains/(losses) on investments held (150,606) (123,537)

Total losses on investments (109,626) (19,980)

Under IFRS 13 ‘Fair Value Measurement’, an entity is required to classify investments using a fair value hierarchy that reflects

the significance of the inputs used in making the measurement decision.

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

73 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

Financial Statements

The following shows the analysis of financial assets recognised at fair value based on:

Level 1

The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement

date.

Level 2

Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the asset or

liability, either directly or indirectly.

Level 3

Inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.

The classification of the Company’s investments held at fair value is detailed in the table below:

30 November 2023

Level 1

£’000

Level 2

£’000

Level 3

£’000

Total

£’000

Investments at fair value through profit and loss 694,884 - 2,032 696,916

30 November 2022

Level 1

£’000

Level 2

£’000

Level 3

£’000

Total

£’000

Investments at fair value through profit and loss 1,043,349 - - 1,043,349

The level 3 investment comprises the Company’s holding in Venus MedTech, which was suspended from trading during the

year. As a result of the suspension, the Board, in consultation with the AIFM’s Valuation Committee decided to apply a discount

to the price of the holding with the effect of its reclassification from level 1 to level 3 (2022: No level 3 investment). The discount

applied took into account the projected impact of the suspension on the price movement of Venus MedTech, as well as that of

its peers in the sector. Other factors directly related to Venus MedTech were also taken into consideration when deciding on the

appropriate discount to be applied.

The movement in the Level 3 unquoted investments during the year is shown below:

As at

30 November

2023

£’000

30 November

2022

£’000

Opening balance - 599

Transfers to level 3 during the year 9,724 -

Disposals during the year - (1,305)

Foreign exchange gains on disposals - 66

Realised gains on disposal - 640

Revaluation losses on level 3 investment held (7,692) -

Closing valuation 2,032 -

There was one transfer between levels during the year ended 30 November 2023 (30 November 2022: nil). The Board

approves and determines the effective date of transfers between levels.

Fair values of financial assets and financial liabilities

All financial assets and liabilities are recognised in the financial statements at fair value, with the exception of short-term assets

and liabilities, which are held at cost that approximates to fair value, and loans that are initially recognised at the fair value of the

consideration received, less directly attributable costs, and subsequently recognised at amortised cost. The carrying value of

the loans approximates to the fair value of the loans.

74 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

5. INCOME

Year

ended

30 November

2023

£’000

Year

ended

30 November

2022

£’000

Income from investments:

Overseas dividends 922 1,903

Other income:

Bank interest on deposits 1,547 283

Total income 2,469 2,186

6. INVESTMENT MANAGEMENT FEE

2023 2022

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Management fee 1,559 6,236 7,795 1,877 7,510 9,387

The Company’s Investment Manager is Bellevue Asset Management (UK) Ltd (the ‘Investment Manager’). The Investment

Manager is entitled to receive a management fee payable monthly in arrears and calculated at the rate of one-twelfth of 0.95%

per calendar month of market capitalisation. Market capitalisation means the average of the mid-market prices for an Ordinary

Share, as derived from the daily official list of the London Stock Exchange on each business day in the relevant calendar month

multiplied by the number of Ordinary Shares, in issue on the last business day of the relevant calendar month excluding any

Ordinary Shares held in treasury.

There is no performance fee payable to the Investment Manager.

7. OTHER EXPENSES

2023

£’000

2022

£’000

Administration & secretarial fees 259 257

Auditor’s remuneration – statutory audit 53 50

Broker fees 6 4

Consultancy fees - 26

Custody services 202 203

Directors’ fees 236 231

Printing 23 28

Public relations - 2

Registrar fees 85 72

Other operating expenses 226 196

Total 1,090 1,069

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

75 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

Financial Statements

8. FINANCE COSTS

Year ended 30 November 2023

Revenue

£’000

Capital

£’000

Total

£’000

Loan interest 703 2,810 3,513

Other finance costs 107 430 537

Total 810 3,240 4,050

Year ended 30 November 2022

Revenue

£’000

Capital

£’000

Total

£’000

Loan interest 597 2,389 2,986

Other finance costs 13 51 64

Total 610 2,440 3,050

9. TAXATION

(a) Analysis of charge:

2023 2022

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Withholding tax expense 157 - 157 285 - 285

Total tax charge for the year 157 - 157 285 - 285

(b) Factors affecting the tax charge for the year:

The effective UK corporation tax rate for the year is 23% (2022: 19%). The tax charge differs from the charge resulting from

applying the standard rate of UK corporation tax for an investment trust company. The differences are explained below:

2023

Total

£’000

2022

Total

£’000

Operating loss before taxation (120,881) (41,139)

Effective UK Corporation tax at 23% (2022: 19%) (27,803) (7,816)

Effects of:

Losses on investments not taxable 25,395 5,666

Overseas dividends not taxable (212) (362)

Withholding tax expense 157 285

Unutilised excess expenses 2,620 2,512

Total tax charge for the year 157 285

The Company is not liable to tax on capital gains due to its status as an investment trust. The Company has an unrecognised

deferred tax asset of £13,350,000 (2022: £11,190,000) based on the prospective UK corporation tax rate of 25%. This asset

has accumulated because deductible expenses exceeded taxable income for the year ended 30 November 2023. No asset

has been recognised in the accounts because, given the composition of the Company’s portfolio, it is not likely that this asset

will be utilised in the foreseeable future.

76 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

10. RETURN PER SHARE

Return per share is based on the weighted average number of Ordinary Shares in issue during the year ended

30November2023 of 548,691,353 (30 November 2022: 581,357,335). Management Shares do not participate in the profit or

loss of the Company, hence they are not included in the calculation below.

Year ended 30 November 2023

Revenue Capital Total

Loss for the year (£'000) (1,147) (119,891) (121,038)

Loss per Ordinary Share (basic & diluted) (0.21)p (21.85)p (22.06)p

Year ended 30 November 2022

Revenue Capital Total

Loss for the year (£'000) (1,655) (39,769) (41,424)

Loss per Ordinary Share (basic & diluted) (0.28)p (6.84)p (7.12)p

11. OTHER RECEIVABLES

As at

30 November

2023

£’000

As at

30 November

2022

£’000

Prepayments 46 124

VAT recoverable 28 231

Recoverable tax on dividend 37 37

Total 111 392

12. BANK LOANS

The Company has a multi-currency revolving credit facility RCF with The Bank of Nova Scotia, London Branch. On

16June2022, the Company renewed and amended its RCF. Under the terms of the amended RCF, the Company may

drawdown loans up to an aggregate value of USD 280 million. The increased facility will expire in December 2024.

As at 30 November 2023, the aggregate of loans draw down was £31,696,000 (2022: £83,731,000).

The table below shows the breakdown of the loans.

As at 30 November 2023

Currency of loans

Local currency

amount

GBP equivalent

£’000

Interest rate

per annum

(%) Maturity date

USD loan $20,000,000 15,848 Daily SOFR + 1.31% 26 Feb. 2024

USD loan $20,000,000 15,848 Daily SOFR + 1.31% 29 Feb. 2024

Total loans in GBP 31,696

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

77 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

Financial Statements

As at 30 November 2022

Currency of loans

Local currency

amount

GBP equivalent

£’000

Interest rate

per annum

(%) Maturity date

USD loan $20,000,000 16,746 3.8 28 Dec. 2022

USD loan $20,000,000 16,746 2.26 27 Jan. 2023

USD loan $20,000,000 16,746 2.26 27 Mar. 2023

USD loan $20,000,000 16,746 2.26 30 May. 2023

USD loan $20,000,000 16,747 2.26 27 Jul. 2023

Total loans in GBP 83,731

A commitment fee is calculated at 0.35 per cent per annum, if the unutilised amount equals or exceeds 50 per cent of the total

commitment; or 0.45 per cent per annum if the unutilised amount is less than 50 per cent of the total commitment.

In the opinion of the Directors, the fair value of the bank loans is not materially different to their amortised costs.

13. OTHER PAYABLES

As at

30 November

2023

£’000

As at

30 November

2022

£’000

Loan interest payable 26 528

Accrued expenses 736 984

2023 Annual Redemption payable* 110,008 -

Total 110,770 1,512

* This is in relation to the Company’s announcement on 3 November 2023 that valid redemption requests in respect of 77,428,034 Ordinary Shares

had been received for the 30 November 2023 redemption point. All of these shares were redeemed and cancelled by the Company. The calculated

redemption price is 142.07718 pence per share.

14. SHARE CAPITAL

As at 30 November 2023 As at 30 November 2022

No. of shares £'000 No. of shares £'000

Allotted, issued and fully paid:

Redeemable Ordinary Shares of 1p each (‘Ordinary Shares’) 462,588,550 4,626 586,783,083 5,868

Shares held in treasury 16,398,646 164 - -

Management Shares of £1 each 50,001 13 50,001 13

Total 479,037,197 4,803 586,833,084 5,881

78 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

Share Movement

During the year ended 30 November 2023, 16,398,646 Ordinary Shares (30 November 2022: Nil) were bought back into

treasury through the Company’s share buyback programme.

The annual redemption point is the last business day of November and redemption price is announced the following day.

Forthe 2023 annual redemption, 77,428,034 (30 November 2022: 30,577,550) Ordinary Shares were redeemed and

cancelled by the Company, in line with the Company’s annual redemption programme.

On 5 May 2023, in line with the Company’s Scrip Dividend Scheme, 209,697 Ordinary Shares were allotted and issued to

Shareholders who elected for their final dividend to be automatically subscribed on their behalf for new Ordinary Shares.

Since 30 November 2023, no Ordinary Shares were bought back into treasury through the Company’s share buyback

programme.

15. DIVIDEND

Year ended 30 November 2023 Year ended 30 November 2022

Pence per

Ordinary

Special

reserve

£’000

Revenue

reserve

£’000

Total

£’000

Pence per

Ordinary

Special

reserve

£’000

Revenue

reserve

£’000

Total

£’000

Final dividend - 2021

- - - 3.015p 17,480 - 17,480

Interim dividend - 2022

- - - 3.235p 18,977 - 18,977

Final dividend - 2022 3.235p 17,775 - 17,775 - - - -

Interim dividend - 2023 2.995p 16,435 - 16,435 - - - -

Total 6.230p 34,210 - 34,210 6.250p 36,457 - 36,457

The dividend relating to the year ended 30 November 2023, which is the basis on which the requirements of Section 1159 of

the Corporation Tax Act 2010 are considered is detailed below:

Year ended 30 November 2023 Year ended 30 November 2022

Pence per

Ordinary

Special

reserve

£’000

Revenue

reserve

£’000

Total

£’000

Pence per

Ordinary

Special

reserve

£’000

Revenue

reserve

£’000

Total

£’000

Interim dividend – paid 2.995p 16,435 - 16,435 3.235p 18,977 - 18,977

Final dividend – payable/paid 2.995p 13,855 - 13,855 3.235p 17,803 - 17,803

Total 5.990p 30,290 - 30,290 6.470p 36,780 - 36,780

The Directors recommend the payment of a final dividend for the year of 2.995p per share. Subject to approval at the

Company’s Annual General Meeting, the dividend will have an ex-dividend date of 09 May 2024 and will be paid on

31May2024 to shareholders on the register at 10 May 2024. The dividend will be funded from the Company’s distributable

reserves as per the table above.

16. NET ASSETS PER ORDINARY SHARE

Net assets per Ordinary Share as at 30 November 2023 is based on £665,537,000 of net assets of the Company attributable

to the 462,588,550 Ordinary Shares in issue (excluding treasury shares) as at 30 November 2023. £12,500 of net assets as at

30 November 2023 is attributable to the Management Shares.

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

79 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

Financial Statements

17. RELATED PARTY TRANSACTIONS

Fees payable to the Investment Manager are shown in the Statement of Comprehensive Income. As at 30 November 2023,

thefee outstanding to the Investment Manager was £461,000 (2022: £744,000).

Directors’ fees paid during the year are disclosed within the Directors’ Remuneration Report on page 50. Fees payable as at

30 November 2023 were £39,383 (2022: £37,667). The Directors’ shareholdings are disclosed in the Directors’ Remuneration

Implementation Report on page 51 in this Annual Report.

18. POST BALANCE SHEET EVENTS

There are no post balance sheet events, other than those disclosed in this report.

On 1 December 2023, the Company announced that 77,428,034 Ordinary Shares would be redeemed and Shareholders

receiving a Redemption Price of 142.07718 pence per share for the 30 November 2023 Redemption Point. As at 30 November

2023, the Company had an accrual of £110million payable to redeeming Shareholders on the 14 December 2023.

With effect from 14 December 2023, an amount of £617,709,517 standing to the credit of the Company’s share premium

account was cancelled in order to increase the special distributable reserve.

19. FINANCIAL INSTRUMENTS AND CAPITAL DISCLOSURE

(i) Market risks

The Company is subject to a number of market risks in relation to economic conditions and healthcare companies. Further

details on these risks and the management of these risks are included in the Directors’ report.

The Company’s financial assets and liabilities at 30 November 2023 comprised:

2023 2022

Investments

Interest

bearing

£’000

Non-interest

bearing

£’000

Total

£’000

Interest

bearing

£’000

Non-interest

bearing

£’000

Total

£’000

Swiss franc - - - - 12,269 12,269

Hong Kong - 2,032 2,032 - 9,724 9,724

US dollar - 694,884 694,884 - 1,021,356 1,021,356

Total investment - 696,916 696,916 - 1,043,349 1,043,349

Cash at bank 110,954 - 110,954 46,368 - 46,368

Short term debtors - 133 133 - 1,247 1,247

Bank loans payable-US dollar (31,696)

(31,696) (83,731) - (83,731)

Short term creditors - (110,770) (110,770) - (2,907) (2,907)

Total 79,258 (110,637) (31,379) (37,363) (1,660) (39,023)

Market price risk sensitivity

The effect on the portfolio of a 10.0% increase or decrease in market prices would have resulted in an increase or decrease

of £69,692,000 (2022: £104,335,000) in the investments held at fair value through profit or loss at the period end, which is

equivalent to 10.5% (2022: 10.4%) in the net assets attributable to equity holders. This analysis assumes that all other variables

remain constant.

80 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

(ii) Liquidity risks

Liquidity risk is the risk that the Company will not be able to meet its obligations when due. There is a risk that the Company’s

holdings may not be able to be realised at reasonable prices in a reasonable timeframe.

Financial liabilities by maturity at the year-end are shown below:

30 November

2023

£’000

30 November

2022

£’000

Within one month-purchases due for settlement and other payables (110,770) (2,907)

Between one and three months – Bank loans payable (31,696) (83,731)

Total (142,466) (86,638)

Management of liquidity risks

The Company will typically seek to maintain a high degree of liquidity in its portfolio holdings, which mainly consist of securities

that are listed on a recognised exchange (such that a position could typically be exited within 1 to 5 trading days, with minimal

price impact) and as a consequence of the concentrated approach, it is unlikely that a position will be taken in a company

unless a minimum holding of 1.0 per cent of gross assets at the time of investment can be achieved within an acceptable level

of liquidity.

The Company’s Investment Manager monitors the liquidity of the Company’s portfolio on a regular basis. See note 12 for the

maturity profiles of the loans. Other payables are typically settled within a month.

(iii) Currency risks

Although the Company’s performance is measured in sterling, a high proportion of the Company’s assets may be either

denominated in other currencies or be in investments with currency exposure.

Currency sensitivity

The below table shows the strengthening/(weakening) of sterling against the local currencies over the financial year for the

Company’s financial assets and liabilities held at 30 November 2023.

30 November

2023

% change

30 November

2022

% change

Danish kroner -0.93 -0.07

Euro -1.20 -0.03

Swiss franc -2.84 -7.00

Hong Kong Dollar +5.67 -9.84

US dollar +5.67 -10.20

Foreign currency risk profile

30 November 2023 30 November 2022

Investment

exposure

£’000

Net monetary

exposure

£’000

Total

currency

exposure

£’000

Investment

exposure

£’000

Net monetary

exposure

£’000

Total

currency

exposure

£’000

Swiss franc - 6 6 12,269 - 12,269

Hong Kong Dollar 2,032 - 2,032 9,724 - 9,724

US dollar 694,884 35,888 730,772 1,021,356 35,637 1,056,993

Total 696,916 35,894 732,810 1,043,349 35,637 1,078,986

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

81 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

Financial Statements

Based on the financial assets and liabilities at 30 November 2023 and all other things being equal, if sterling had weakened

against the local currencies by 10%, the impact on the Company’s net assets at 30 November 2023 would have been as

follows:

30 November

2023

£’000

30 November

2022

£’000

Swiss franc 1 1,227

Hong Kong Dollar 203 972

US dollar 73,077 105,699

Management of currency risks

The Company’s Investment Manager monitors the currency risk of the Company’s portfolio on a regular basis. Foreign currency

exposure is regularly reported to the Board by the Investment Manager.

Currency risk will not be hedged using any sort of foreign currency transactions, forward transactions or derivative instruments.

(iv) Leverage risks

The Company may use borrowings to seek to enhance investment returns. While the use of borrowings should enhance the

total return on the Ordinary Shares where the return on the Company’s underlying assets is rising and exceeds the cost of

borrowing, it will have the opposite effect where the return on the Company’s underlying assets is rising at a lower rate than the

cost of borrowing or falling, further reducing the total return on the Ordinary Shares. As a result, the use of borrowings by the

Company may increase the volatility of the Net Asset Value per Ordinary Share.

Any reduction in the value of the Company’s investments may lead to a correspondingly greater percentage reduction in its Net

Asset Value (which is likely to adversely affect the price of an Ordinary Share). Any reduction in the number of Ordinary Shares

in issue (for example, as a result of buy backs or redemptions) will, in the absence of a corresponding reduction in borrowings,

result in an increase in the Company’s level of gearing.

To the extent that a fall in the value of the Company’s investments causes gearing to rise to a level that is not consistent with

the Company’s gearing policy or borrowing limits, the Company may have to sell investments in order to reduce borrowings,

which may give rise to a significant loss of value compared to the book value of the investments, as well as a reduction in

income from investments.

The Company will pay interest on its borrowings. As such, the Company is exposed to interest rate risk due to fluctuations in

the prevailing market rates.

As at the year end, the Company’s gearing ratio was 4.7% (2022: 4.0%), based on the drawn down loans as a percentage of

gross asset value.

As at the year end, the Company did not hold any derivative instruments.

Management of leverage risks

Gearing will be deployed flexibly up to 20% of the Net Asset Value, at the time of borrowing, although the Investment Manager

expects that gearing will, over the longer term, average between 5 and 10 per cent of the Net Asset Value. In the event the

20per cent limit is breached as a result of market movements, and the Board considers that borrowing should be reduced, the

Investment Manager shall be permitted to realise investments in an orderly manner so as not to prejudice Shareholders.

Further details of the Company’s bank loans is disclosed in note 12.

(v) Interest rate risks

The Company pays interest on its borrowings. As such, the Company is exposed to interest rate risk due to fluctuations in the

prevailing market rates.

82 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

As at 30 November 2023, the Company held cash balance of £111million of which £110million were payable to Redeeming

Shareholders on or around 14 December 2023, consequently the Company considers it to bear no significant interest rate risk

exposure.

Management of interest rate risks

Prevailing interest rates are taken into account when deciding on borrowings.

The Company had bank loans denominated in GBP and USD in place during the year. The loan interest is based on a variable

rate. Based on the loans outstanding at the year end a change of 1.00% (2022: 1.00%) in interest rates would increase/(decrease)

annual profit or loss by the amounts shown below. The analysis assumes that all other variables remain constant:

Loans at

30 November

2023

£’000

Profit or loss

1.00%

decrease

£’000

Profit or loss

1.00%

increase

£’000

Loans at

30 November

2022

£’000

Profit or loss

1.00%

decrease

£’000

Profit or loss

1.00%

increase

£’000

USD loan 31,696 317 (317) 83,731 837 (837)

Total 31,696 317 (317) 83,731 837 (837)

(vi) Credit risks

Credit risk is the potential of a counterparty failing to meet its obligations in accordance with the agreed terms. Cash and other

assets that are required to be held in custody will be held by the depositary or its sub-custodians. Where the Company utilises

derivative instruments, it is likely to take a credit risk with regard to the parties with whom it trades and may also bear the risk of

settlement default.

Management of credit risks

The Company has appointed CACEIS Bank as its depositary. The Standard & Poor’s credit rating of CACEIS is A+ (2022: A+).

The credit rating of CACEIS was reviewed at the time of appointment and is reviewed on a regular basis by the Investment

Manager and/or the Board.

The Investment Manager monitors the Company’s exposure to its counterparties on a regular basis and trades in equities are

performed on a delivery versus payment basis.

The Company’s assets are segregated from those of the Depositary or any of its sub-custodians.

At 30 November 2023, the Depository held £696,916,000 (2022: £1,043,349,000) in respect of investments and

£110,954,000 (2022: £46,368,000) in respect of cash on behalf of the Company.

(vii) Capital management policies and procedures

The Company considers its capital to consist of its share capital of Ordinary Shares of 1p each, Management Shares

of £1 each, and reserves totalling £665,537,000 (2022: £1,004,326,000) and bank loans payable £31,696,000

(2022:£83,731,000).

The Company has a redemption facility through which Shareholders will be entitled to request the redemption of all or part of

their holding of Ordinary Shares on an annual basis. The redemption point for the Ordinary Shares was 30 November 2023

andwill be annual thereafter. The Redemption facility is entirely at the discretion of the Directors.

The Investment Manager and the Company’s broker monitor the demand for the Company’s shares and the Directors review the

position at Board meetings.

Use of distributable reserves is disclosed in the footnote on the Statement of changes in equity on page 66.

The principal compliance required by the loan convenants are:

1. the borrower will not permit the adjusted asset coverage to be less than 3.50 to 1.00; and

2. the borrower will not permit the net asset value to be less than GBP 400,000,000 at any time.

NOTES TO THE FINANCIAL STATEMENTS

CONTINUED

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 83

Other Information

DISCOUNT

The amount, expressed as a percentage, by which the share price is less than the Net Asset Value per Ordinary Share.

As at 30 November 2023 Page £’000

NAV per Ordinary Share (pence) a

143.87

Share price (pence) b 1 129.00

Discount (b÷a)-1 -10.3%

GEARING

A way to magnify income and capital returns, but which can also magnify losses. A bank loan is a common method of gearing.

As at 30 November 2023 Page £’000

Total assets less cash/cash equivalents a 65 697,049

Net assets b 65 665,537

Gearing (net) (a÷b)-1 4.7%

LEVERAGE

An alternative word for “Gearing”.

(See gearing for calculations).

Under AIFMD, leverage is any method by which the exposure of an AIF is increased through borrowing of cash or securities or

leverage embedded in derivative positions.

Under AIFMD, leverage is broadly similar to gearing, but is expressed as a ratio between the assets (excluding borrowings) and

the net assets (after taking account of borrowing). Under the gross method, exposure represents the sum of the Company’s

positions after deduction of cash balances, without taking account of any hedging or netting arrangements. Under the

commitment method, exposure is calculated without the deduction of cash balances and after certain hedging and netting

positions are offset against each other.

ONGOING CHARGES

A measure, expressed as a percentage of average net assets, of the regular, recurring annual costs of running an investment

company.

Year ended 30 November 2023 Page £

Average NAV a n/a 870,662,248

Annualised expenses b n/a 8,885,000

Ongoing charges (b÷a) 1.02%

Alternative Performance Measures

Bellevue Healthcare Trust plc Annual Report and Accounts 202384

TOTAL RETURN

A measure of performance that includes both income and capital returns. This takes into account capital gains and

reinvestment of dividends paid out by the Company into the Ordinary Shares of the Company on the ex-dividend date.

Year ended 30 November 2023 Page Share price NAV

Opening at 1 December 2022 (p) a n/a 158.20 171.16

Closing at 30 November 2023 (p) b

129.00 143.87

Price movement (b÷a)-1 c n/a -18.5% -15.9%

Dividend reinvestment d n/a 3.4% 3.3%

Total return (c+d)

-15.1% -12.7%

n/a = not applicable.

Alternative Performance Measures continued

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 85

Other Information

Glossary

American Depositary Receipt or

“ADR”

A negotiable certificate issued by a U.S. bank representing a specified number of shares in a foreign

stock traded on a U.S. exchange.

AIC Association of Investment Companies.

Alternative Investment Fund or “AIF” An investment vehicle under AIFMD. Under AIFMD (see below) the Company is classified as an AIF.

Alternative Investment Fund

Managers Directive or “AIFMD”

A European Union directive which came into force on 22 July 2013 and has been implemented in

the UK and remains in force post BREXIT.

Annual General Meeting or “AGM” A meeting held once a year which Shareholders can attend and where they can vote on resolutions

to be put forward at the meeting and ask Directors questions about the company in which they are

invested.

CFD or Contract for Difference A financial instrument, which provides exposure to an underlying equity with the provider financing

the cost to the buyer with the buyer receiving the difference of any gain or paying for any loss.

Custodian An entity that is appointed to safeguard a company’s assets.

Discount The amount, expressed as a percentage, by which the share price is less than the net asset value

per share. The discount is calculated on the closing share price.

Depositary Under AIFMD the depositary is appointed under a strict liability regime to oversee inter alia, those

charged with safekeeping of the Company’s assets and cash monitoring.

Dividend Income receivable from an investment in shares.

ESG Environmental, social and governance

Ex-dividend date The date from which you are not entitled to receive a dividend which has been declared and is due

to be paid to Shareholders.

Financial Conduct Authority or

“FCA”

The independent body that regulates the financial services industry in the UK.

Gearing A term used to describe the extent that a portfolio has increased in size as a way to magnify

incomeand capital returns, but which can also magnify losses. A bank loan is a common method

ofgearing.

Gross assets The Company’s total assets adjusted for any leverage amount (outstanding bank loan).

Index An independent Market tool which is used to compare performance across different investment

companies and funds. It quantifies performance of a basket of stocks which is considered to

replicate a particular stock market or sector.

Investment company A company formed to invest in a diversified portfolio of assets.

Investment Trust An investment company which is based in the UK and which meets certain tax conditions which

enables it to be exempt from UK corporation tax on its capital gains. The Company is an investment

trust.

Large-Cap A Company with a market capitalisation above $10 billion.

Bellevue Healthcare Trust plc Annual Report and Accounts 202386

Leverage An alternative word for “Gearing”.

Under AIFMD, leverage is any method by which the exposure of an AIF is increased through

borrowing of cash or securities or leverage embedded in derivative positions.

Under AIFMD, leverage is broadly similar to gearing, but is expressed as a ratio between the assets

(excluding borrowings) and the net assets (after taking account of borrowing). Under the gross

method, exposure represents the sum of the Company’s positions after deduction of cash balances,

without taking account of any hedging or netting arrangements. Under the commitment method,

exposure is calculated without the deduction of cash balances and after certain hedging and netting

positions are offset against each other.

Liquidity The extent to which investments can be sold at short notice.

Management Shares Non-redeemable preference shares of £1.00 each in the capital of the Company.

Mega-Cap A Company with a market capitalisation above $50 billion.

Mid-Cap A Company with a market capitalisation between $2 and $10 billion.

Net assets An investment company’s assets less its liabilities.

Net asset value (“NAV”) per Ordinary

Net assets divided by the number of Ordinary Shares in issue (excluding any shares held in treasury).

Ongoing charges ratio A measure, expressed as a percentage of average net assets, of the regular, recurring annual costs

of running an investment company.

Ordinary Shares The Company’s redeemable Ordinary Shares of 1p each.

Portfolio A collection of different investments held in order to deliver returns to Shareholders and to spread

risk.

Premium The amount, expressed as a percentage, by which the share price is more than the net asset value

per share.

Share buyback A purchase of a company’s own shares. Shares can either be bought back for cancellation or held

in treasury.

Share price The price of a share as determined by a relevant stock market.

Small-Cap A Company with a market capitalisation less than $2 billion.

Total return A measure of performance that takes into account both income and capital returns. This may take

into account capital gains, dividends, interests and other realised variables over a given period

oftime.

Treasury shares A company’s own shares which are available to be sold by a company to raise funds.

Volatility A measure of how much a share moves up and down in price over a period of time.

Glossary continued

87 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

Other Information

Pursuant to the Regulation (EU) 2019/2088 Sustainable Finance Disclosure Regulation (the

“SFDR”), the Company has set out below the periodic disclosures based on the criteria and

definitions set out in the SFDR relating to sustainability risks in respect of the Company.

ANNEX IV – periodic report as per November 30, 2023

Name of product: Bellevue Healthcare Trust

Corporate identiﬁer (LEI): 213800HQ3J3H9YF2UI82

ENVIRONMENTAL AND/OR SOCIAL CHARACTERISTICS

Did this financial product have a sustainable investment objective?

Yes

It made sustainable investments with an

environmental objective: %

in economic activities that qualify as

environmentally sustainable under the

EU Taxonomy

in economic activities that do not qualify

as environmentally sustainable under

the EU Taxonomy

It promoted Environmental/Social (E/S)

characteristics and while it did not have

as its objective a sustainable investment, it

had a proportion of 51.9 % of sustainable

investments

with an environmental objective in

economic activities that qualify as

environmentally sustainable under the

EU Taxonomy

with an environmental objective in

economic activities that do not qualify

as environmentally sustainable under

the EU Taxonomy

with a social objective

It made sustainable investments with a

social objective: %

It promoted E/S characteristics, but did not

make any sustainable investments

To what extent were the environmental and/or social characteristics promoted

by this ﬁnancial product met?

The investment strategy takes into account social, environmental as well as governance-related

characteristics (ESG) as part of the implementation of its investment objectives, in accordance

with the provisions of Article 8 of the EU Disclosure Regulation 2019/2088 (EU SFDR). These

mainly include the following elements: Exclusion of serious violations of global norms, value-based

exclusions based on revenue thresholds, ESG integration into fundamental company analysis, ESG

stewardship through constructive company dialogue (engagement), and exercise of voting rights

(proxy voting).

Sustainable investment

means an investment

in an economic activity

that contributes to an

environmental or social

objective, provided that

the investment does not

significantly harm any

environmental or social

objective and that the

investee companies

follow good governance

practices.

The EU Taxonomy is a

classification system laid

down in Regulation (EU)

2020/852, establishing a

list of environmentally

sustainable economic

activities. That

Regulation does not

include a list of socially

sustainable economic

activities. Sustainable

investments with an

environmental objective

might be aligned with the

Taxonomy or not.

Annex I – Article 8 Periodic Disclosures

88 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

ANNEX I – ARTICLE 8 PERIODIC DISCLOSURES CONTINUED

How did the sustainability indicators perform?

The sustainability indicators are represented by the minimum exclusion criteria, by ESG integration

and by Stewardship (engagement and proxy voting) activities specified in the mandatory elements

of the investment strategy. The mandatory exclusion criteria applied were checked by the

investment monitoring system/portfolio management system and were complied with at all times.

A Global Norms: none of the portfolio companies exhibited very severe controversies (MSCI ESG

Fail status) against UN Global Compact, UN Guiding Principles on Business and Human Rights

and Standards and Rights of the International Labour Organization (ILO 1 + 2).

B Value-based exclusions: all portfolio companies were within the permissible revenue

tolerances. Find below the value-based exclusions overview as per November 30, 2023:

Value based exclusions

Criteria

Revenue

tolerance

Number of

companies involved

(within tolerance)

Aggr. weight of

companies involved

(within tolerance)

in %

Controversial weapons 0.0% 0 0.0%

Conventional weapons 2.0% 0 0.0%

Thermal coal 2.0% 0 0.0%

Other fossil fuels 2.0% 0 0.0%

Nuclear power 2.0% 0 0.0%

Palm oil 5.0% 0 0.0%

Responsible mineral sourcing 2.0% 0 0.0%

Environmentally damaging agricultural chemicals 10.0% 0 0.0%

Alcohol production (beverages) 2.0% 0 0.0%

Production of tobacco 2.0% 0 0.0%

Sale of tobacco 10.0% 0 0.0%

Cannabis-based products

) n/a 0 0.0%

Pornography 2.0% 0 0.0%

Gambling 2.0% 0 0.0%

Predatory lending practices 2.0% 0 0.0%

Animal testing and welfare

) n/a 0 0.0%

Genetic research

) n/a 0 0.0%

Use of embryonic stem cells n/a 0 0.0%

1) We may invest in holdings that offer therapeutic products derived from, or containing cannabinoids. However, the investment

manager would not knowingly invest into production or supply of recreational cannabis products.

2) Pre-clinical testing in animals are. integral and legally required for approving medicines. We limit our focus to ensuring that inv

estee companies adhere to the highest standards of welfare in respect of the animals.

3) We do not consider this to be controversial, as long as research follows accepted ethical guidelines and is appropriately

supervised.

C ESG integration: Based on the premise that sustainability risks can have a negative impact

on returns, the aim of ESG integration is to identify and address such risks within the scope of the

investment process. The data gained through ESG screening is also used by the asset manager to

anticipate new developments with respect to sustainability and to incorporate these findings into its

investment decisions. As per November 30, 2023, the fund exhibited following ESG rating profile:

Sustainability

indicators measure

how the environmental

or social characteristics

promoted by the financial

product are attained.

89 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

Other Information

MSCI ESG rating distribution (portfolio)

ESG research coverage

ESG Rating 96.4%

ESG Carbon Data 96.4%

ESG Net Alignment Scores (SDG) 96.4%

UN Global Compact 96.4%

UNGPs (Humgan Rights) 96.4%

ILO Set of Standards 96.4%

D Stewardship: For the year from November 30, 2022 until November 30, 2023, the fund

executed its voting rights for 32 companies or 94% of the portfolio holdings and formally engaged

with selected companies on ESG.

What were the objectives of the sustainable investments that the financial

product partially made and how did the sustainable investment contribute

to such objectives?

The goals of sustainable investments are to positively contribute to at least one of the 17 United

Nations Sustainable Development Goals (UN SDGs). The MSCI ESG Rating and MSCI UN SDG

Alignment Score methodologies allow an investment to qualify as sustainable under the provisions

of Article 2(17) of the EU SFDR.

As per end of the reporting period, the fund’s holdings exhibited on aggregate a positive alignment

to following UN SDGs (highlighted in color):

Principal adverse

impacts are the most

significant negative

impacts of investment

decisions on sustainability

factors relating to

environmental, social

and employee matters,

respect for human rights,

anti-corruption and anti-

bribery matters.

90 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

ANNEX I – ARTICLE 8 PERIODIC DISCLOSURES CONTINUED

How did the sustainable investments that the financial product partially

made not cause significant harm to any environmental or social

sustainable investment objective?

The sustainable investments must not significantly harm (DNSH) any of the 17 United

Nations Sustainable Development Goals (UN SDGs). Therefore we currently use the so-

called UN SDG Alignment Score methodology provided by MSCI ESG. The scale for the

SDG Alignment Score ranges from -10.0 to +10.0. A company that shows a positive

contribution to at least one of the 17 UN SDGs (i.e. MSCI ESG UN SDG Net Alignment

Score >=2.0) must not show a negative contribution to any other UN SDG (i.e. MSCI ESG

UN SDG Net Alignment Score <-2.0). Furthermore, the issuers must exhibit at least an

MSCI ESG rating of BB (“Good Governance”). All holdings that contribute positively to UN

SDGs are simultaneously tested on DNSH and good governance. BAM Risk Management

and BAM Product Management perform regular portfolio checks (at least quarterly) to

ensure that sustainable investments comply with DNSH and Good Governance.

How were the indicators for adverse impacts on sustainability factors

taken into account?

The adverse impact indicators were considered within the minimum exclusion criteria (no

serious violations of UN Global Compact, UN Guiding Principles on Business and Human

Rights Compliance and standards and rights of the International Labor Organisation).

This was implicitly accompanied by consideration of PAIs No.4 (investment in fossil fuel

companies), No.10 (violations of the UNGC Principles and the Organization for Economic

Co-operation and Development (OECD) Guidelines for Multinational Enterprises), and No.14

(engagement in controversial weapons (anti-personnel mines, cluster munitions, chemical

and biological weapons). Furthermore, No.3 (GHG intensity), No.8 (water emissions) and

No.9 (hazardous waste) were explicitly considered as separate criteria. PAI No. 1 (GHG

emissions) and No. 2 (GHG footprint) are included in the MSCI ESG overall rating with

different weightings depending on the industry relevance and were thus implicitly taken into

account via the MSCI ESG minimum rating of “BB” per issuer.

Were sustainable investments aligned with the OECD Guidelines for

Multinational Enterprises and the UN Guiding Principles on Business and

Human Rights? Details:

The OECD Guidelines were taken into account as part of the minimum exclusion criteria (no

serious violations of UN Global Compact, UN Guiding Principles on Business and Human

Rights Compliance and standards and rights of the International Labor Organisation). In

addition to data from MSCI ESG Research, public company data, broker research and

specific exchanges with companies were also used to assess sustainability.

91 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

Other Information

The EU Taxonomy sets out a “do not significant harm” principle by which Taxonomy-aligned

investments should not significantly harm EU Taxonomy objectives and is accompanied by

specific Union criteria.

The “do no significant harm” principle applies only to those investments underlying the financial

product that take into account the EU criteria for environmentally sustainable economic

activities. The investments underlying the remaining portion of this financial product do not take

into account the EU criteria for environmentally sustainable economic activities.

Any other sustainable investments must also not significantly harm any environmental or social

objectives.

How did this financial product consider principal adverse impacts on

sustainability factors?

The main adverse impacts of investment decisions on sustainability factors (PAIs) were taken into

account in the “minimum exclusion criteria” mentioned in the context of the mandatory elements

of the investment strategy and at least for the proportion of the fund assets categorized as

“investments with sustainable characteristics” and as “sustainable investments”. This was implicitly

accompanied by the consideration of PAIs No.4 (investment in fossil fuel companies), No.10

(violations of UNGC principles and of the Organization for Economic Cooperation and Development

(OECD) Guidelines for Multinational Enterprises) and No.14 (engagement in controversial weapons

(anti-personnel mines, cluster munitions, chemical and biological weapons). Furthermore, No.3

(GHG intensity), No.8 (water emissions) and No.9 (hazardous waste) were explicitly considered as

separate criteria. PAI No. 1 (GHG emissions) and No. 2 (GHG footprint) were included in the MSCI

ESG overall rating with different weightings depending on the industry relevance and were thus

implicitly taken into account via the MSCI ESG minimum rating of BB per issuer.

What were the top investments of this financial product?

NAME AVG WEIGHT IN % COUNTRY SECTOR

OPTION CARE HEALTH INC 6.57 UNITED STATES Health Care

AXONICS INC 6.40 UNITED STATES Health Care

INSMED INC 6.01 UNITED STATES Health Care

EXACT SCIENCES CORP 5.76 UNITED STATES Health Care

EVOLENT HEALTH INC-A 5.26 UNITED STATES Health Care

CHARLES RIVER LABORATORIES 5.00 UNITED STATES Health Care

BIO-RAD LABORATORIES-A 4.42 UNITED STATES Health Care

PACIFIC BIOSCIENCES OF CALIF 4.35 UNITED STATES Health Care

APELLIS PHARMACEUTICALS INC 4.34 UNITED STATES Health Care

SAREPTA THERAPEUTICS INC 4.27 UNITED STATES Health Care

UNITED HEALTH GROUP INC 3.93 UNITED STATES Health Care

TANDEM DIABETES CARE INC 3.87 UNITED STATES Health Care

ACCOLADE INC 3.50 UNITED STATES Health Care

VERTEX PHARMACEUTICALS INC 3.31 UNITED STATES Health Care

AXSOME THERAPEUTICS INC 3.29 UNITED STATES Health Care

Above data has been compiled based on daily closing prices and averaged for the reference

period. Classification of securities including Sector and Country are determined as at the last day

of the reference period.

The list includes the

investments constituting

the greatest proportion

of investments of

the financial product

during the reference

period which is from

November30, 2022 until

November 30, 2023

Asset allocation

describes the share of

investments in specific

assets.

92 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

ANNEX I – ARTICLE 8 PERIODIC DISCLOSURES CONTINUED

What was the proportion of sustainability-related investments?

What was the asset allocation?

Investments

#1 Aligned with E/S

characteristics

#1A Sustainable

#1B Other E/S

characteristics

#2 Other

#1 Aligned with E/S characteristics includes the investments of the financial product used to

attain the environmental or social characteristics promoted by the financial product.

#2Other includes the remaining investments of the financial product which are neither aligned

with the environmental or social characteristics, nor are qualified as sustainable investments.

The category #1 Aligned with E/S characteristics covers:

– The sub-category #1A Sustainable covers environmentally and socially sustainable

investments.

– The sub-category #1B Other E/S characteristics covers investments aligned with the

environmental or social characteristics that do not qualify as sustainable investments.

As per end of the reporting period, the fund exhibited following asset allocation according to EU

SFDR:

93 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

Other Information

In which economic sectors were the investments made?

During the reporting period, the fund was invested in following economic sectors:

SECTOR SUB-SECTOR

SUM OF AVG

WEIGHT IN %

Health Care

Biotechnology 26.7%

Health Care Equipment & Supplies 23.5%

Health Care Providers & Services 21.8%

Health Care Technology 5.2%

Life Sciences Tools & Services 13.9%

Pharmaceuticals 8.9%

Total 100.0%

Above data has been calculated based on daily closing prices and averaged for the reference

period. Classification of securities including Sector and Country are determined as at the last day

of the reference period.

During the period under review, the fund was not investing in companies, that derive revenues from

exploration, mining, extraction, production, processing, storage, refining or distribution, including

transportation, storage and trade, of fossil fuels as defined in Article 2, point (62), of Regulation

(EU) 2018/1999 of the European Parliament and of the Council.

To what extent were the sustainable investments with an environmental

objective aligned with the EU Taxonomy?

The main objective of this fund is to achieve long-term capital growth by considering E/S

characteristics. Therefore, this sub-fund does not currently commit to invest a minimum proportion

of its total assets in environmentally sustainable economic activities as defined in Article 3 of the

EU Taxonomy Regulation (2020/852). This also concerns information on investments in economic

activities that are classified as enabling or transitional activities pursuant to Article 16 or 10(2) of the

EU Taxonomy Regulation (2020/852).

To comply with the EU

Taxonomy, the criteria

for fossil gas include

limitations on emissions

and switching to fully

renewable power or

low-carbon fuels by the

end of 2035. For nuclear

energy, the criteria

include comprehensive

safety and waste

management rules.

Enabling activities

directly enable other

activities to make a

substantial contribution

to an environmental

objective.

Transitional activities

are activities for which

low-carbon alternatives

are not yet available

and among others have

greenhouse gas emission

levels corresponding to

the best performance.

94 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

ANNEX I – ARTICLE 8 PERIODIC DISCLOSURES CONTINUED

Did the ﬁnancial product invest in fossil gas and/or nuclear energy related

activities complying with the EU Taxonomy

Yes:

In fossil gas

In nuclear energy

The graphs below show in green the percentage of investments that were aligned with

the EU Taxonomy. As there is no appropriate methodology to determine the taxonomy-

alignment of sovereign bonds*, the first graph shows the Taxonomy alignment in

relation to all the investments of the financial product including sovereign bonds, while

the second graph shows the Taxonomy alignment only in relation to the investments of

the financial product other than sovereign bonds.

The graphs below show in green the percentage of investments that were aligned with the EU Taxonomy.

As there is no appropriate methodology to determine the taxonomy-alignment of sovereign bonds*, the

first graph shows the Taxonomy alignment in relation to all the investments of the financial product

including sovereign bonds, while the second graph shows the Taxonomy alignment only in relation to the

investments of the financial product other than sovereign bonds.

* For the purpose of these graphs, ‘sovereign bonds’ consist of all sovereign exposures.

100%

OpEx

CapEx

Turnover

0% 50% 100%

1. Taxonomy-alignment of investments

including sovereign bonds*

Taxonomy-aligned: Fossil gas

Taxonomy-aligned: Nuclear

Taxonomy-aligned (no gas and nuclear)

Non Taxonomy-aligned

100%

OpEx

CapEx

Turnover

0% 50% 100%

2. Taxonomy-alignment of investments

excluding sovereign bonds*

Taxonomy-aligned: Fossil gas

Taxonomy-aligned: Nuclear

Taxonomy-aligned (no gas and nuclear)

Non Taxonomy-aligned

This graph represents 100% of the total investments.

* For the purpose of these graphs, ‘sovereign bonds’ consist of all sovereign exposures.

What was the share of investments made in transitional and enabling

activities?

Transitional activities 0%; enabling activities 0%

Taxonomy-aligned

activities are expressed

as a share of:

– turnover reflecting

the share of revenue

from green activities of

investee companies.

– capital expenditure

(CapEx) showing the

green investments

made by investee

companies, e.g. for a

transition to a green

economy.

– operational

expenditure (OpEx)

reflecting green

operational activities of

investee companies.

are sustainable

investments with an

environmental objective

that do not take into

account the criteria

for environmentally

sustainable economic

activities under

Regulation (EU)

2020/852.

Fossil gas and/or nuclear related activities will only comply with the EU Taxonomy where they contribute to limiting climate

change (“climate change mitigation”) and do not significantly harm any EU Taxonomy objective - see explanatory note in the

left hand margin. The full criteria for fossil gas and nuclear energy economic activities that comply with the EU Taxonomy are

laid down in Commission Delegated Regulation (EU) 2022/1214.

95 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

Other Information

What was the share of sustainable investments with an environmental objective

not aligned with the EU Taxonomy?

Sustainable investments are assessed on the basis of their contributions to the 17 United Nations

Sustainable Development Goals (SDGs). As those encompass environmental as well as social

objectives, a separate minimum quota for E and S cannot be set. Per end of the period under

review the fund held 51,9% sustainable investments whereas the total share of sustainable

investments in relation to environmental goals of the fund was at least 1%.

What was the share of socially sustainable investments?

Sustainable investments are assessed on the basis of their contributions to the 17 United Nations

Sustainable Development Goals (SDGs). As those encompass environmental as well as social

objectives, a separate minimum quota for E and S cannot be set. Per end of the period under

review the fund held 51,9% sustainable investments whereas the total share of sustainable

investments in relation to social goals of the fund was at least 1%.

What investments were included under “other”, what was their purpose and

were there any minimum environmental or social safeguards?

Hedging instruments, investments for diversification purposes, investments for which no data are

available, or cash for liquidity management.

What actions have been taken to meet the environmental and/or social

characteristics during the reference period?

BAM Risk Management and BAM Product Management was periodically checking the portfolios

against compliance with our BAM Exclusion list which considers global norms and value-based

norms compliance. Moreover, the fund was investing at least 75% of its portfolio in stocks with

MSCI ESG rating of at least BB or higher in order to be qualified as an investment with ESG

characteristics. With regards to its positive contributions to UN SDGs the fund was investing at

least 25% of its portfolio in stocks with a positive alignment to at least one UN SDG (inlc. DNSH

and good governance). As mentioned above, selected companies were subject of an engagement

process and the fund voted for 94% of its holdings.

How did this ﬁnancial product perform compared to the reference benchmark?

No reference benchmark is defined for the measurement of its ESG characteristics.

96 Bellevue Healthcare Trust plc Annual Report and Accounts 2023

ANNEX I – ARTICLE 8 PERIODIC DISCLOSURES CONTINUED

How does the reference benchmark differ from a broad market index?

N/A

How did this financial product perform with regard to the sustainability

indicators to determine the alignment of the reference benchmark with

the environmental or social characteristics promoted?

N/A

How did this financial product perform compared with the reference

benchmark?

N/A

How did this financial product perform compared with the broad market

index?

N/A

Reference benchmarks

are indexes to measure

whether the financial

product attains the

environmental or social

characteristics that they

promote.

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 97

Other Information

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of

Bellevue Healthcare Trust plc will be held on 26 April 2024

at 12 noon at the offices of Stephenson Harwood LLP,

at1Finsbury Circus, London EC2M 7SH, United Kingdom

orthe following purposes:

To consider and if thought fit pass the following resolutions

of which resolutions 1 to 12 will be proposed as ordinary

resolutions and resolutions 13 to 15 will be proposed as

special resolutions.

ORDINARY RESOLUTIONS

1. To receive the Company’s Annual Report and Accounts

for the year ended 30 November 2023, with the reports

of the Directors and auditors thereon.

2. To approve the Directors’ Remuneration Policy

includedin the Annual Report for the year ended

30November 2023.

3. To approve the Directors’ Remuneration Implementation

Report included in the Annual Report for the year ended

30 November 2023.

4. To re-elect Randeep Grewal as a Director of

theCompany.

5. To re-elect Josephine Dixon as a Director of the

Company.

6. To re-elect Paul Southgate as a Director of the Company.

7. To re-elect Tony Young as a Director of the Company.

8. To re-elect Kate Bolsover as a Director of the Company.

9. To reappoint Ernst & Young LLP as auditors to the

Company.

10. To authorise the Directors to fix the remuneration of the

auditors until the conclusion of the next Annual General

Meeting of the Company.

11. To approve a final dividend of 2.995p per Ordinary

Share of the Company in respect of the year ended

30November 2023.

12. That the Directors be and are hereby generally

and unconditionally authorised in accordance with

section551 of the Companies Act 2006 (in substitution

for all subsisting authorities to the extent unused) to

exercise all the powers of the Company to allot up to

47,898,719 Ordinary Shares of 1p each in the capital

of the Company (“Ordinary Shares”), such authority to

expire (unless previously varied, revoked or renewed by

the Company in general meeting) at the conclusion of

the Annual General Meeting of the Company to be held

in 2025 or, if earlier, on the expiry of 15 months from the

passing of this resolution, save that the Company may,

at any time prior to the expiry of such authority, make an

offer or enter into an agreement which would or might

require the allotment of shares in pursuance of such an

offer or agreement as if such authority had not expired;

SPECIAL RESOLUTIONS

13. That, subject to the passing of resolution 12, in

substitution for any existing power under sections

570 and 573 of the Companies Act 2006 but without

prejudice to the exercise of any such power prior to the

date hereof, the Directors be and are hereby empowered

(pursuant to sections 570 and 573 of the Companies

Act 2006) to allot Ordinary Shares of 1p each and to

sell Ordinary Shares of 1p each from treasury for cash

pursuant to the authority referred to in Resolution 12

above as if section 561 of the Act did not apply to any

such allotment or sale, such power to expire (unless

previously varied, revoked or renewed by the Company

in general meeting) at the conclusion of the Annual

General Meeting of the Company to be held in 2025 or,

if earlier, on the expiry of 15 months from the passing of

this resolution, save that the Company may, at any time

prior to the expiry of such power, make an offer or enter

into an agreement which would or might require equity

securities to be allotted or sold from treasury after the

expiry of such power, and the Directors may allot or sell

from treasury equity securities in pursuance of such an

offer or an agreement as if such power had not expired;

14. That the Company be and is hereby generally and

unconditionally authorised in accordance with

section701 of the Companies Act 2006 (“the Act”)

to make market purchases (within the meaning of

section693(4) of the Act) of its Ordinary Shares of

1peach, providedthat:

(a) the maximum number of Ordinary Shares hereby

authorised to be purchased shall be 69,342,023

(representing 14.99% of the Company’s issued

Ordinary Share capital (excluding shares held in

Treasury) at the date of the notice of this meeting);

Bellevue Healthcare Trust plc Annual Report and Accounts 202398

(b) the minimum price (exclusive of any expenses)

which may be paid for an Ordinary Share is 1p;

may be paid for an Ordinary Share is not more

than the higher of (i) 5% above the average of the

middle market quotations for the Ordinary Shares

for the five business days immediately before

theday on which it purchases that share and

(ii)thehigher of the price of the last independent

trade and thehighest current independent bid for

the OrdinaryShares;

(d) the authority hereby conferred shall expire at the

conclusion of the Annual General Meeting of the

Company in 2025 or, if earlier, on the expiry of

15months from the passing of this resolution,

unless such authority is renewed prior to such

time;and

(e) the Company may make a contract to purchase

Ordinary Shares under the authority hereby

conferred prior to the expiry of such authority,

which will or may be executed wholly or partly after

the expiration of such authority and may make

a purchase of Ordinary Shares pursuant to any

suchcontract.

15. That a general meeting of the Company other than an

Annual General Meeting may be called on not less than

14 days’ notice, provided that this authority shall expire

at the conclusion of the Company’s next Annual General

Meeting after the date of the passing of this resolution.

Registered office:

6th Floor, 125 London Wall,

Barbican,

London

EC2Y 5AS

By order of the Board

Sinead van Duuren

For and on behalf of

Apex Listed Companies Services (UK) Limited

Company Secretary

1 March 2024

NOTICE OF ANNUAL GENERAL MEETING CONTINUED

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 99

Other Information

Notes to Notice of Annual General

Meeting

WEBSITE ADDRESS

1. Information regarding the meeting, including the information

required by section 311A of the Companies Act 2006, is

available from https://www.bellevuehealthcaretrust.com.

ENTITLEMENT TO ATTEND AND VOTE

2. Only those holders of Ordinary Shares registered on the

Company’s register of members at close of business on

24 April 2024 or, if this meeting is adjourned, at close

of business on the day two days prior to the adjourned

meeting, shall be entitled to vote at the meeting.

Should a shareholder have a question that they would like

to raise at the AGM, either of the Board or the Investment

Manager, the Board would ask that they either ask the

question in advance of the AGM by sending it by email to

info@bellevuehealthcaretrust.com or attend the AGM

and asking the question at the meeting at the appropriate

time. Answers to all questions will be published on the

Company’s website after the AGM.

In the case of joint holders of a voting right, the vote of

the senior who tenders a vote shall be accepted to the

exclusion of the votes of the other joint holders and, for

this purpose, seniority shall be determined by the order

in which the names stand in the Register of Members in

respect of the joint holding.

APPOINTMENT OF PROXIES

3. Pursuant to Section 324 of the Companies Act 2006, a

member entitled to attend and vote at the meeting may

appoint more than one proxy, provided that each proxy

is appointed to exercise the rights attached to different

shares held by him. A proxy need not be a member of

theCompany.

If Shareholders are not attending the AGM, Shareholders

are strongly urged to appoint the Chairman as their proxy

to vote on their behalf.

Section 324 does not apply to persons nominated to

receive information rights pursuant to Section 146 of the

Companies Act 2006. Persons nominated to receive

information rights under Section 146 of the Companies

Act 2006 have been sent this notice of meeting and are

hereby informed, in accordance with Section 149(2) of

the Companies Act 2006, that they may have the right

under an agreement with the registered member by whom

they are nominated to be appointed, or to have someone

else appointed, as a proxy for this meeting. If they have

such right or do not wish to exercise it, they may have a

right under such an agreement to give instructions to the

member as to the exercise of voting rights.

Nominated persons should contact the registered

member by whom they were nominated in respect

of these arrangements. The statement of rights of

Shareholders in relation to the appointment of proxies

does not apply to nominated persons.

PROXIES’ RIGHTS TO VOTE

4. On a vote on a show of hands, each proxy has one vote.

If a proxy is appointed by more than one member and all

such members have instructed the proxy to vote in the

same way, the proxy will only be entitled, on a show of

hands, to vote “for” or “against” as applicable. If a proxy is

appointed by more than one member, but such members

have given different voting instructions, the proxy may, on

a show of hands, vote both “for” and “against” in order to

reflect the different voting instructions.

VOTING BY CORPORATE

REPRESENTATIVES

5. Corporate representatives are entitled to attend and vote

on behalf of the corporate member in accordance with

Section 323 of the Companies Act provided they do not

do so in relation to the same shares.

RECEIPT AND TERMINATION OF PROXIES

6. The Form of Proxy and any power of attorney (or a

notarially certified copy or office copy thereof) under

which it is executed must be received by Link Group at

12 noon on 24 April 2024 in respect of the meeting. Any

Forms of Proxy received before such time will be deemed

to have been received at such time. In the case of an

adjournment, the Form of Proxy must be received by Link

Group no later than 48 hours before the rescheduled

meeting. On completing the Form of Proxy, sign it and

return it to Link Group at the address shown on the Form

of Proxy in the envelope provided. As postage has been

prepaid no stamp is required.

A member may terminate a proxy’s authority at any time

before the commencement of the AGM.

Termination must be provided in writing and submitted

to the Company’s Registrar. In accordance with the

Bellevue Healthcare Trust plc Annual Report and Accounts 2023100

NOTES TO NOTICE OF ANNUAL GENERAL MEETING CONTINUED

Company’s Articles of Association, in determining the

time for delivery of proxies, no account shall be taken of

any part of a day that is not a working day.

Alternatively, you may appoint a proxy or proxies

electronically by visiting https://www.signalshares.

com/.

You will need to register using your investor code and

follow the instructions on how to vote. Proxies submitted

via www.signalshares.com for the AGM must be

transmitted so as to be received by the Company’s

Registrar, Link Group, no later than 48 hours before the

time appointed for the meeting (excluding weekends

and public holidays) or any adjournment of the meeting.

Proxies received after that date will not be valid.

If you are an institutional investor you may be able to

appoint a proxy electronically via the Proxymity platform,

a process which has been agreed by the Company and

approved by the Registrar. For further information regarding

Proxymity, please go to www.proxymity.io. Your proxy

must be lodged by 12 noon on 24 April 2024 in order to

be considered valid. Before you can appoint a proxy via

this process you will need to have agreed to Proxymity’s

associated terms and conditions. It is important that you

read these carefully as you will be bound by them and they

will govern the electronic appointment of your proxy.

APPOINTMENT OF PROXY THROUGH

CREST

7. CREST members who wish to appoint a proxy or proxies

through the CREST electronic proxy appointment service

may do so for the meeting to be held on the above date

and any adjournment(s) thereof by using the procedures

described in the CREST Manual. CREST Personal

Members or other CREST sponsored members, and

those CREST members who have appointed a voting

service provider(s), should refer to their CREST sponsor

or voting service provider(s), who will be able to take the

appropriate action on their behalf.

In order for a proxy appointment or instruction made using

the CREST service to be valid, the appropriate CREST

message (a “CREST Proxy Instruction”) must be properly

authenticated in accordance with Euroclear UK & Ireland

Limited’s specifications sand must contain the information

required for such instructions, as described in the

CREST Manual. The message, regardless of whether it

constitutes the appointment of a proxy or an amendment

to the instruction given to a previously appointed proxy,

must, in order to be valid, be transmitted so as to be

received by the Company’s agent (ID: RA10) by the

latest time(s) for receipt of proxy appointments specified

din the notice of meeting. For this purpose, the time of

receipt will be taken to be the time (as determined by

the timestamp applied to the message by the CREST

Applications Host) from which the Company’s agent is

able to retrieve the message by enquiry to CREST in the

manner prescribed by CREST. After this time any change

of instructions to a proxy’s appointee through CREST

should be communicated to the appointee through

othermeans.

CREST members and, where applicable, their CREST

sponsors or voting service providers should note

that Euroclear UK & Ireland Limited does not make

available special procedures in CREST for any particular

messages. Normal system timings and limitations will

therefore apply in relation to the input of CREST Proxy

Instructions. It is the responsibility of the CREST member

concerned to take (or, if the CREST member is a

CREST personal member or sponsored member or has

appointed a voting service provider(s), to procure that his

CREST sponsor or voting service provider(s) take(s)) such

action as shall be necessary to ensure that a message

is transmitted by means of the CREST system by any

particular time. In this connection, CREST members and,

where applicable, their CREST sponsors or voting service

providers are referred, in particular, to those sections of

the CREST Manual concerning practical limitations of the

CREST system and timings.

The Company may treat as invalid a CREST

Proxy Instruction in the circumstances set out in

Regulation35(5) (a) of the Uncertificated Securities

Regulations 2001.

All messages relating to the appointment of a proxy or

an instruction to a previously appointed proxy, which

are to be transmitted through CREST, must be lodged

at 12 noon on 24 April 2024 in respect of the meeting.

Any such messages received before such time will be

deemed to have been received at such time. In the

caseof an adjournment, all messages must be lodged

with Link Group no later than 48 hours before the

rescheduled meeting.

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 101

Other Information

NOMINATED PERSONS

8. If you are a person who has been nominated under

section 146 of the Companies Act 2006 to enjoy

information rights:

You may have a right under an agreement

between you and the member of the Company

who has nominated you to have information rights

(RelevantMember) to be appointed or to have

someone else appointed as a proxy for the meeting.

If you either do not have such a right or if you have

such a right but do not wish to exercise it, you may

have a right under an agreement between you and

the Relevant Member to give instructions to the

Relevant Member as to the exercise of voting rights.

Your main point of contact in terms of your

investment in the Company remains the Relevant

Member (or, perhaps, your custodian or broker)

and you should continue to contact them (and not

the Company) regarding any changes or queries

relating to your personal details and your interest in

the Company (including any administrative matters).

The only exception to this is where the Company

expressly requests a response from you.

If you are not a member of the Company but you have

been nominated by a member of the Company to enjoy

information rights, you do not have a right to appoint any

proxies under the procedures set out in the notes to the

form of proxy.

QUESTIONS AT THE MEETING

9. Under section 319A of the Companies Act 2006, the

Company must answer any question you ask relating to

the business being dealt with at the meeting unless:

answering the question would interfere unduly

with the preparation for the meeting or involve the

disclosure of confidential information;

the answer has already been given on a website in

the form of an answer to a question; or

it is undesirable in the interests of the Company or

the good order of the meeting that the question be

answered.

If Shareholders would like to ask any questions prior to

the meeting, Shareholders are invited to submit their

questions by email to info@bellevuehealthcaretrust.

com or attend the AGM virtually and ask the question

at the meeting at the appropriate time. Answers to all

questions will be published on the Company’s website

after the AGM. Please note all questions should be

submitted by close of business on 22 April 2024.

ISSUED SHARES AND TOTAL VOTING

RIGHTS

10. As at 1 March 2024, the total number of shares in the

Company in respect of which members are entitled to

exercise voting rights is 462,588,550 Ordinary Shares of

£0.01 each, additionally the Company holds 16,398,646

of its ordinary shares in treasury. The total number of

voting rights in relation to the Ordinary Shares in the

Company is 462,588,550.

COMMUNICATION

11. Members who have general queries about the meeting

should use the following means of communication:

calling Link Group’s Shareholder helpline (lines are

open from 9:00 a.m. to 5:30 p.m. Monday to Friday,

excluding public holidays) +44 371 664 0300

(callscost 12p per minute plus network extras); or

in writing to Link Group. You may not use any

electronic address provided either in this notice of

meeting or in any related documents (including the

Form of Proxy for this meeting) to communicate with

the Company for any purposes other than those

expressly stated.

Bellevue Healthcare Trust plc Annual Report and Accounts 2023102

THIS PAGE IS INTENTIONALLY LEFT BLANK

Bellevue Healthcare Trust plc Annual Report and Accounts 2023 103

Other Information

Bellevue Healthcare Trust plc

Form of Proxy

I/We ................................................................................................................................................................................

of .....................................................................................................................................................................................

........................................................................................................................................................................................

(BLOCK CAPITALS PLEASE)

being (a) member(s) of Bellevue Healthcare Trust plc appoint the Chairman of the meeting, or ..................................................

(see note 1) ......................................................................................................................................................................

of ....................................................................................................................................................................................

as my/our proxy and, on a poll, to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held

on 26 April 2024 at 12.00 noon and any adjournment thereof.

Please indicate with an ‘X’ in the spaces provided how you wish your votes to be cast on the resolutions specified.

Subject to any voting instructions so given the proxy will vote, or may abstain from voting, on any resolution as he may think fit.

Signature ........................................................... Dated this..................... day of ...................................................... 2024

Resolution For Against Withheld Discretionary

1. To receive and adopt the Annual Report and Accounts for the

year ended 30 November 2023.

2. To approve the Directors’ remuneration policy.

3. To approve the Directors’ remuneration implementation report.

4. To re-elect Randeep Grewal as a Director.

5. To re-elect Josephine Dixon as a Director.

6. To re-elect Paul Southgate as a Director.

7. To re-elect Tony Young as a Director.

8. To re-elect Kate Bolsover as a Director.

9. To re-appoint Ernst & Young LLP as auditors to the Company.

10. To authorise the Directors to fix the remuneration of the auditors.

11. To approve a final dividend of 2.995 pence per Ordinary Share.

12. To give authority to allot new shares.

13. To give authority to allot new shares free from pre emption rights.

14. To give authority for the Company to purchase its own shares.

15. To authorise calling general meetings (other than Annual General

Meetings) on 14 clear days’ notice.

Bellevue Healthcare Trust plc Annual Report and Accounts 2023104

NOTES

1. If any other proxy is preferred, strike out the words “Chairman of the Meeting” and add the name and address of the proxy

you wish to appoint and initial the alteration. The proxy need not be a member.

2. If the appointer is a corporation this form must be completed under its common seal or under the hand of some officer or

attorney duly authorised in writing.

3. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for or against

aresolution.

4. The signature of any one of joint holders will be sufficient, but the names of all the joint holders should be stated.

5. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder’s name and the number of

shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of

shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be

signed and should be returned together in the same envelope.

6. To be valid, this form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified

copy of such power, must reach the registrars of the Company, Link Group not less than forty-eight hours before the time

appointed for holding the Annual General Meeting or adjournment as the case may be.

7. The completion of this form will not preclude a member from attending the Meeting and voting in person.

8. Any alteration of this form must be initialled. Your completed and signed proxy form should be posted, in the enclosed reply

paid envelope, to the Company’s Registrars, Link Group, PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds,

LS1 4DL, so as to arrive before 12 noon on 26 April 2023.

FORM OF PROXY CONTINUED

WWW.BELLEVUEHEALTHCARETRUST.COM

CONTENTS

Strategic Report

Investment Objective, FinancialInformation,

Performance Summary and Overview .................... 1

Chairman’s Statement ........................................... 2

Investment Manager’s Report ................................ 6

Investment Policy, Results and

Key Performance Indicators ................................. 15

Risk and Risk Management ................................. 18

Viability Statement ............................................... 22

Stakeholder Engagement .................................... 23

Environmental, Social and

Governance (“ESG”) Policy .................................. 26

Other Information ................................................. 33

Governance

Directors’ Report ................................................. 35

Corporate Governance ........................................ 41

Directors’ Remuneration Policy and

Implementation Report ........................................ 47

Report of the Audit and Risk Committee .............. 52

Statement of Directors’ Responsibilities ............... 55

Independent Auditor’s Report .............................. 56

Financials

Statement of Comprehensive Income .................. 64

Statement of Financial Position ............................ 65

Statement of Changes in Equity ........................... 66

Statement of Cash Flows ..................................... 67

Notes to the Financial Statements ....................... 68

Other Information

Alternative Performance Measures....................... 83

Glossary .............................................................. 85

Annex I – Article 8 Periodic Disclosures ............... 87

Notice of Annual General Meeting ........................ 97

Notes to Notice of Annual General Meeting ......... 99

Form of Proxy .................................................... 103

Directors, Investment Manager and Advisers ......IBC

Bellevue – one of the largest

healthcare investors

INDEPENDENT - ENTREPRENEURIAL - COMMITTED

Bellevue Healthcare Trust plc is a high conviction,

long-only investment trust invested in listed or quoted

global healthcare equities. It is unconstrained and

able to invest regardless of market cap, sub sector

or region, and the portfolio is concentrated with a

maximum of 35 holdings. Bellevue Healthcare Trust

is managed by Bellevue Asset Management (UK) Ltd,

regulated by the FCA, who have built a successful

track record in this sector.

Excellence in Specialty

Investments

Healthcare Trust plc

This document is printed on Experian Satin,

a paper sourced from well managed,

responsible, FSC

certified forests and

other controlled sources. The pulp used in

this product is bleached using an elemental

chlorine free (ECF) process.

DIRECTORS, INVESTMENT

MANAGER AND ADVISERS

Designed and

printed by

perivan.com

COMPANY SECURITY INFORMATION AND IDENTIFICATION CODES

WEBSITE www.bellevuehealthcaretrust.com

ISIN GB00BZCNLL95

SEDOL BZCNLL9

BLOOMBERG TICKER BBH LDN

LEGAL ENTITY IDENTIFIER (LEI) 213800HQ3J3H9YF2UI82

GLOBAL INTERMEDIARY IDENTIFICATION NUMBER (GIIN) VL68MY.99999.SL.826

DIRECTORS

Randeep Grewal (Chairman)

Josephine Dixon

Paul Southgate

Professor Tony Young OBE

Kate Bolsover

CORPORATE BROKER

J.P. Morgan Cazenove

25 Bank Street

Canary Wharf

E14 5JP

DEPOSITARY

CACEIS Bank, UK Branch

Broadwalk House

5 Appold Street

London

EC2A 2DA

REGISTRAR

Link Group

Central Square

29 Wellington Street

Leeds

LS1 4DL

INVESTMENT MANAGER (“AIFM”)

Bellevue Asset Management (UK) Ltd

32 London Bridge Street

24th Floor London

SE1 9SG

SECRETARY & ADMINISTRATOR

Apex Listed Companies Services (UK) Limited

6th Floor

125 London Wall

London

EC2Y 5AS

AUDITORS

Ernst & Young LLP

25 Churchill Place

Canary Wharf

London

E14 5EY

REGISTERED OFFICE

6th Floor

125 London Wall

London

EC2Y 5AS

LEGAL ADVISER

Stephenson Harwood LLP

1 Finsbury Circus

London

EC2M 7SH