Tufton Oceanic Assets Limited

Annual Report and Audited Financial Statements

For the year ended 30 June 2024

Tufton Oceanic Assets Limited 
 
Contents 
                                               Page 
Highlights  1 
Chairman’s Statement  3 
Investment Manager’s Report  7 
Principal Risks and Uncertainties  20 
Corporate Summary  24 
Corporate Governance Statement  25 
Statement of Directors’ Responsibilities  30 
Report of Directors  32 
Audit Committee Report  47 
Independent Auditor’s report  50 
Statement of Comprehensive Income  57 
Statement of Financial Position  58 
Statement of Changes in Equity  59 
Statement of Cash Flows  60 
Notes to the Financial Statements  61 
Alternative Performance Measures (“APMs”)  87 
Corporate Information  90 
Definitions  93 
Notice of AGM  97 
Form of Proxy - Annual General Meeting 2024  107 
 
 

Tufton Oceanic Assets Limited

Highlights

Highlights of Tufton Oceanic Assets Limited (the “Company”) for the financial year (“FY”) (vs. the

previous FY ending 30 June 2023):

• NAV was US$451.1m or US$1.550 per share (FY 2023: US$412.8m or US$1.365 per share).

• NAV Total Return Per Share 20.6% (FY 2023: -0.3%).

• Dividends paid during the year of US$26.1m (FY 2023: US$25.4m), which from 1Q24 was at the

increased target annual dividend of US$0.10 per share rate.

• The Company bought back 11,386,000 (FY 2023: 6,160,000) shares at the weighted average price

of US$1.014 (FY 2023: US$1.13) per share.

• Consolidated Gearing Ratio of 12.0% (FY 2023: 13.8%).

• Average Charter Length of 1.3 years (FY 2023: 1.3 years).

• Post balance sheet date, the Company completed a one-off capital return of US$31.5m via

redemption (“Redemption”) of shares based on the 2Q24 NAV per share of US$1.550.

Diversified fleet*

• 8 product tankers

o 6 Medium Range (“MR”) product tankers

o 2 Handysize product tankers

• 9 bulkers

o 8 Handysize bulkers

o 1 Ultramax bulker

• 2 Chemical tankers

• 1 Gas tanker

The Company owned 21 vessels as at the end of the FY. One product tanker (Dachshund) was

divested on 1 July 2024 bringing the total number of vessels to 20.

Highlights since inception*

131.2%

US$126.7m

US$18.8m

39 (19)

NAV Total Return Per

Dividends

Buybacks

Vessels Acquired

(Divested)

as at 30 June 2024, adjusted for the divestment of Dachshund on 1 July 2024. Dividends include the 2Q24 dividend which was paid

in August 2024.

Alternative Performance Measures (“APMs”), applied on a consolidated basis, are utilised in the Highlights and Investment Manager’s

Report to analyse performance. Please see the APMs definitions from page 87.

Tufton Oceanic Assets Limited

Highlights (continued)

Mid-Term strategy and capital allocation highlights

• The Company’s Board has determined that the optimal strategy for SHIP through to 2030 is to

continue investing in fuel-efficient secondhand vessels. This approach aims to maximize

shareholder returns, with plans to begin realising the Company's asset portfolio from 2028, well

before the decarbonisation of shipping accelerates.

• Continuation votes to be held as planned in 2024 and 2027 to reconfirm the opportunity set and

the strategy, before the realisation period starting in 2028.

• SHIP’s annual target dividend per share was increased by c.17.6% from US$0.085 per share to

US$0.10 per share starting in 1Q24. Based on this increased target the Company is forecast to

have Dividend Cover of c.1.7x over 18 months following the end of the FY, through the end of

4Q25.

• A one-off capital return of US$31.5m via the Redemption of shares based on the 2Q24 NAV per

share (being a premium to the prevailing share price) less attributable costs was completed on 26

August 2024.

• The Company sees fleet renewal (based on age, technology, and sector outlook) as a priority.

Returns from all new asset investments over a three-year holding period will be compared to the

benefit from a return of capital given the prevailing share price at the time of the proposed

investment and medium-term market outlook.

• The Board will annually assess the possibility of returning additional capital to shareholders using

excess investible cash, provided no suitable investment opportunities arise.

• The current buy-back policy (as set out in the Company’s listing documents) is to remain in place.

Tufton Oceanic Assets Limited

Chairman’s Statement

Introduction

On behalf of The Board of Directors (the “Board”), I present the Company’s Annual Report and Audited

Financial Statements for the year ended 30 June 2024.

Following the divestment of Dachshund on 1 July 2024, the Company’s portfolio consisted of 20

vessels (FY 2023: 22 vessels), details of which are set out in the Investment Manager’s Report.

Divestments completed in FY 2024 have been completed at a premium to their most recent individually

reported NAVs.

Strong Performance and Target Dividend Increased

As at 30 June 2024, the Company’s NAV was US$451.1m being US$1.550 per share (2023:

US$412.8m being US$1.365 per share). The Company declared a profit of US$76.1m (FY 2023: loss

of US$2.5m) or US$0.259 per share (FY 2023: US$0.008) for the year with the US$ NAV Total Return

Per Share over the year of 20.6% (FY 2023: -0.3%).

The strong return over the FY was driven by operating performance as well as gains in charter-free

values, as product tanker and bulker values rose.

The Company raised its target annual dividend from US$0.085 to US$0.1 per share, which

commenced from 1Q24. With the increased dividend, the Company is forecast to have a Dividend

Cover of c.1.7x over the next 18 months (through the end of 4Q25). As at 30 June 2024, the Average

Charter Length was 1.3 years.

Share Price and Discount Management

During the year, the Company’s share price rose from US$0.99 per share as at the close of business

30 June 2023 to US$1.21 per share as at the close of business 30 June 2024.

Following a tepid performance in the second half of 2023, the Company’s share price increased by

approximately 22% in the latter half of the FY. This rise was particularly notable after the

announcement on 17 January 2024 of key points from the mid-term strategy review, an increased

dividend policy, a one-time return of capital, and other related changes in capital allocation. The Board

is encouraged to note that the discount of the Company’s share to NAV has narrowed to c.14% (30

June 2023: 27.8%) as at end August 2024.

On average, the Company’s shares traded at a 27% discount to NAV over the FY. During the year,

the Company (in accordance with the authority granted to it by shareholders) repurchased 11,386,000

(FY 2023: 6,160,000) shares at a cost of US$11,573,679 (FY 2023: US$6,946,752). Refer to Note 7

for more details. At the end of the FY, there were 17,546,000 (FY 2023: 6,160,000) shares held in

treasury. Since 1 July 2024, the Company has bought back an additional 20,326,211 shares via the

compulsory Redemption with 17,546,000 Shares held in treasury and 270,756,330 shares outstanding

as at 25 September 2024. As at 25 September 2024, the Company’s shares traded at a 16.1% discount

to the ex-dividend 30 June 2024 NAV.

Tufton Oceanic Assets Limited

Chairman’s Statement (continued)

Mid-Term strategy review

In January 2024, the Board reviewed the Company's performance since its inception and requested

that the Investment Manager conduct a study on future opportunities and the strategy, including capital

allocation, to achieve investment objectives. The Board concluded that the best strategy for SHIP

through 2030 is to continue investing in fuel-efficient secondhand vessels to maximise shareholder

returns, with plans to begin realising the Company's asset portfolio starting in 2028, ahead of the

anticipated acceleration in shipping decarbonisation. Details of the mid-term strategy review are set

out on page 2 above.

Canal Transit Disruptions and War in Ukraine

Transit through two key global shipping routes, the Panama Canal and the Suez Canal, were disrupted

during the FY.

Vessel transit through the Panama Canal was disrupted from late October due to an ongoing drought

in the region. While transit through the Suez Canal was disrupted as Houthi rebel attacks on vessels

in the Red Sea escalated from late November. Disruption of canal transit causes re-routing of cargo

via alternate routes which typically take much longer and add to shipping demand. For example,

disruption of transit through the Suez Canal is estimated to add c.3% to global shipping demand growth

predominantly due to re-routing around the Cape of Good Hope. As of August 2024, vessel transit

through the Panama Canal is returning to normal while traffic via the Suez Canal remains at very low

levels due to the ongoing risk of attacks. All of the Company’s vessels remain fully insured against war

perils. None of the Company’s vessels have been adversely affected by the war in Ukraine or the

attacks on vessels transiting the Red Sea/Gulf of Aden. The Investment Manager’s policy is that

Company vessels should not transit the Red Sea during this period of conflict. The Master of each

vessel may refuse to allow the vessel to trade in areas where there is a heightened physical risk to the

vessel or its crew. The Board and the Investment Manager remain watchful in monitoring the conflicts

and their consequences for shipping in general and for the Company.

Sanctions

The Company and its vessels were compliant with all international sanctions imposed by the US, UK,

EU and UN. We have had no issues to date with any vessels being blocked or otherwise affected by

sanctions. The Investment Manager monitors compliance through regular inspection of vessel logs,

satellite data and direct communication with the vessels. The Board and Investment Manager are

monitoring for new sanctions being put in place. Where existing guidelines are unclear, the procedure

ensures that the Investment Manager seeks legal advice.

Corporate Governance

The Company is a member of the Association of Investment Companies (“AIC”) and has therefore

elected to comply with the provisions of the current AIC Code of Corporate Governance which sets out

a framework of best practice in respect of governance of investment companies (“AIC Code”). The AIC

Code has been endorsed by the Financial Reporting Council and the Guernsey Financial Services

Commission (the “GFSC”) as an alternative means for AIC members to meet their obligations in

relation to the UK Corporate Governance Code.

Where the Company’s stakeholders, including shareholders and their appointed agents, have matters

they wish to raise with the Board in respect to the Company, I would encourage them to contact us at

SHIP@tuftonoceanicassets.com.

Tufton Oceanic Assets Limited

Chairman’s Statement (continued)

Board Composition

As in previous years, all Directors are offering themselves for re-election in accordance with the AIC

Code of Corporate Governance and the Articles of Incorporation of the Company (the “Articles”).

Three of the current five members of the Board were appointed at the formation of the Company in

2017. Whilst their respective tenure is much less than the AIC Guidance figure of nine years, a

succession plan has been considered by the Board. As part of the continued Board review of its

composition, Trina Le Noury was appointed as a non-executive Director of the Company with effect

from 1 November 2023.

Annual General Meeting

The Annual General Meeting (“AGM”) of the Company will be held on 24 October 2024 at 11:00 am

BST the details of which are set out in the AGM notice and Proxy form on pages 97 to 109.

Where shareholders, or their appointed agent have matters they wish to raise with the Board at the

AGM, I would encourage them to contact us at SHIP@tuftonoceanicassets.com ahead of the AGM

date.

Continuation Vote

The vote for the continuation of the Company is presented to the Shareholders at this year’s AGM in

accordance with the terms set out in the latest listing document of the Company. The Board of Directors

presented the mid-term strategy to Shareholders on 17 January 2024 and this strategy is the basis for

the future continuation of the Company.

If this Continuation Resolution is passed, the next continuation vote will be presented to Shareholders

in October 2027. The Directors shall every three years thereafter at the annual general meeting held,

following the publication of the audited accounts, propose a further Continuation Resolution.

The Board of Directors are supportive of the continuation of the Company and believe that the mid-

term strategy presented to Shareholders provides a clear direction of travel beyond this year’s

continuation vote and therefore the Board unanimously recommends that Shareholders vote in favour

of the Continuation Resolution. The Directors intend to vote the shares they control in favour of the

Continuation Resolution.

Environmental, Social, Governance (“ESG”)

Our Investment Manager continues to integrate ESG factors into its investment recommendations and

asset ownership practices. The Investment Manager has recently published its annual Sustainability

Report which contains details of ESG integration. The Board has reviewed and approved the

Investment Manager’s Sustainability Report for the Company which can be viewed on the Company’s

website (www.tuftonoceanicassets.com).

Tufton Oceanic Assets Limited

Chairman’s Statement (continued)

Outlook

The Investment Manager notes that global shipyard orderbook forward cover (i.e. the number of years

required to deliver the orderbook at the output level of the last 12 months) was 3.4 years at the end of

the FY slightly lower than 3.7 years at the end of June 2023. Despite the growth in new orders over

the last few years, fleet growth in product and chemical tankers and bulkers is limited by yard slot

availability. Further the current orderbook in these segments is only sufficient to replace ageing, less

fuel efficient tonnage.

The Company completely exited the containership segment in early 2023 in anticipation of a weaker

market due to high fleet growth. The disruption of vessel transit through the Suez Canal has added

significant shipping demand growth resulting in a much stronger containership market than previously

anticipated by the Investment Manager, offering some interesting opportunities.

These ongoing developments continue to support the case for a strong investment environment until

the end of the decade as envisaged in our mid-term strategy review.

………………………

Rob King

Non-executive Chairman

25 September 2024

Tufton Oceanic Assets Limited

Investment Manager’s Report

Highlights of the FY

Over the FY NAV Total Return Per Share was 20.6% (FY 2023: -0.3%), meaning the NAV Total Return

since inception has been 131.2%. Alternate Performance Measures (“APM”s), applied on a

consolidated basis, are utilised in this section to analyse performance. Please see the APM definitions

from page 87.

The main drivers for the strong return during the year were:

• Portfolio Operating Profit was US$52.0m (FY 2023: US$56.3m): Despite strong performance

from our product tankers and chemical tankers, Portfolio Operating Profit was slightly lower

YoY as the bulker market started the current FY at multi-year lows and slowly recovered.

• Charter-free value gain of US$29.7m as product tanker and bulker values rose.

• Charter value loss of US$5.6m as the unwind of negative charter value was outweighed by the

ongoing increase in benchmark time charter rates, both mainly in product tankers.

NAV Development over the FY

The Company paid dividends of US$26.1m during the FY (FY 2023: US$25.4m). Under the Company’s

discount management policy described in the IPO Prospectus, the Company repurchased 11,386,000

shares during the FY and has therefore purchased a total of 17,546,000 of its own shares from 4Q22

until the end of the FY. The Company returned a total of US$37.8 million to shareholders during the

FY in the form of dividends and share buybacks ($145.5 million since inception).

Portfolio Operating Profit was lower compared to the previous FY because:

• Gross Operating Profit, an indicator of the underlying profit from operating activity, was lower

YoY mainly due to the lower contribution from our bulkers. The bulker market started the FY

with rates at multi-year lows and slowly improved.

412.8

451.1

52.0

29.7

(5.6)

(26.1)

(11.7)

300

400

500

NAV 30 June

2023

Portfolio

Operating

profit

Change in

charter-free

value

Change in

charter value

Dividends Share

buybacks

NAV 30 June

2024

US$m

Tufton Oceanic Assets Limited

Investment Manager’s Report (continued)

Highlights of the FY (continued)

• Loan interest and fees were higher compared to the previous FY due to the full year impact of

the US$60m loan for the acquisitions of the two MR product tankers, Mindful and Courteous

(completed in November 2022).

Following our December 2023 update in the Interim Report, the divestment of Pollock closed on

16 May 2024. The divestment of Dachshund closed on 1 July 2024, shortly after the FY end. Ahead

of the divestments, the loan outstanding on the product tankers (within two separate Holdco facilities)

was refinanced with six vessels within one Holdco at a lower margin of 3.2% (vs. 3.9% previously).

The Consolidated Gearing Ratio at the end of the FY was 12% (FY 2023: 13.8%). There was no debt

prepayment in connection with the divestment. Interest rate caps mitigate interest rate risk through the

end of 2025.

Performance summary*

Figures below are in US$ millions unless otherwise stated

From 1 Jul 2023

to 30 Jun 2024

From 1 Jul 2022

to 30 Jun 2023

Ship-Days

8,007

7,945

Revenue

117.7

119.9

Operating Expense

(55.0)

(55.6)

Gross Operating Profit

62.7

64.3

Gross Operating Profit / Time-Weighted Capital

Employed

13.5%

14.7%

Loan interest and fees

(6.6)

(3.5)

Gain/(loss) in capital values

24.1

(62.8)

Portfolio profit / (loss) [A+B+C]

80.2

(2.0)

Interest income

0.5

0.1

Fund Level Fees and Expenses

(4.6)

Performance fee accrual

4.0

Profit / (Loss) for the period [D+E+F+G]

76.1

(2.5)

Portfolio Operating Profit [A+B+E+F]

52.0

56.3

*Performance summary is unaudited and presented on a look through basis

Note: Please see from page 87 for definitions of the APMs used in the table above.

The product and chemical tanker markets strengthened during the FY. The capital value gain of

US$24.1m was due to higher charter-free values, in product tankers and bulkers, outweighing the

increase in negative charter values largely attributable to the strong product tanker market. The bulker

market started the FY with rates at multi-year lows and slowly improved with rising rates and values.

Tufton Oceanic Assets Limited

Investment Manager’s Report (continued)

Highlights of the FY (continued)

At the end of the FY, the portfolio had a total negative charter value of US$50.5m (FY 2023:

US$49.5m). Ceteris paribus, the negative charter value is expected to unwind (i.e. increase NAV) in

the medium term as the current charters are completed. From the end of July 2023, four bulkers Anvil,

Awesome, Auspicious and Charming were fixed on index-linked charters in order to benefit from the

improving market.

Towards the end of the FY, the Company switched one bulker, Auspicious, from an index-linked

charter back to a high fixed-rate charter to commence from the end of July 2024. The Investment

Manager expects continued improvement in the bulker market and may switch employment strategies

to opportunistically capture strong yields on a risk-adjusted basis.

Across the main segments, Gross Operating Profit contribution during the FY, compared to the

previous FY comprised the following factors:

• Product tankers – higher because:

o full period contribution from all vessels including Mindful and Courteous which were

acquired during the previous FY;

o Exceptional’s charter was extended starting January 2024 at a higher rate; and

o Higher rate periods commenced on Cocoa’s and Daffodil’s charters during the FY.

• Chemical tankers – higher as both our chemical tankers, operating in a pool, benefited from

the rising market.

• Bulkers – lower as the market recovered slowly from the very low levels at the beginning of the

FY and our vessels were on short-term charters.

Segment performance summary*

Segment Performance During

the FY

Product

Tankers

Chemical

Tankers

Gas

Tanker

Containership

Bulkers

Total

US$m unless otherwise stated

Gross Operating Profit

32.0

10.6

4.2

0.9

15.0

62.7

Loan interest & fees

(6.6)

Gain / (loss) in charter-free values

23.2

0.8

(1.4)

0.1

7.0

29.7

Gain / (loss) in charter values

(4.6)

(1.0)

(5.6)

Portfolio profit / (loss)

44.0

11.4

2.8

1.0

21.0

80.2

*Segment analysis is unaudited and presented on a look through basis

**The Company divested its last containership in 1Q23. Closing adjustments reflected here.

At the end of the FY, the Company’s diversified portfolio had high cash flow visibility from long-term

charters on product tankers (33.9% of NAV). The Company’s two chemical tankers, which represent

8.6% of NAV, benefit from exposure to the strong spot market as they operate in a pool. The Forecast

Net Yield on our chemical tankers is based on our expectation of continued market strength. The yield

on the Company’s bulkers (37.5% of NAV) rose to 11.6%, from 8.4% at the end of June 2023, as the

market improved during the FY.

Tufton Oceanic Assets Limited

Investment Manager’s Report (continued)

Segment exposure and forecast net yields*

Segment Exposure and Forecast

Yields**

Product

Tankers

Chemical

Tankers

Gas

Tanker

Bulkers

Total

% of NAV

33.9%

8.6%

5.2%

37.5%

85.2%

Forecast Net Yields**

10.0%

24.5%

17.4%

11.6%

12.4%

*Segment analysis is unaudited

** Based on the market values at 30 June 2024, post divestment of Dachshund

As at 30 June 2024, the Company’s vessels (post divestment of Dachshund) had an average age of

12.2 years (FY 2023: 11.4 years) and were chartered to nine different counterparties.

Review of performance since inception

Since inception, the Company has delivered on its original investment objectives including:

• Diversified portfolio.

• Provided investors a strong and growing dividend. Target annual dividend increased by c.21%

from US$0.070 per share to US$0.085 per share through the end of 2023. This was further

increased by 17.6% to US$0.10 per share starting 1Q24. Please see the charts below.

• Total capital raised: US$316.5m gross through primary and secondary issuances. Since

inception, the Company has returned US$145.5m in the form of dividends and share buybacks.

• Net Company IRR is 14.4%

, ahead of its 12% IRR target published in its prospectus

documents.

• Acquired 39 vessels with low leverage and divested 19 vessels (including Dachshund) at c.6%

above NAV in aggregate. Aggregate realised net IRR on all divestments is c.24%.

• Low NAV volatility due to diversification, limited use of leverage and high charter cover.

• Capital re-allocation based on rigorous fundamental analysis, industry knowledge and ESG:

divested containerships and older bulkers to re-allocate capital into less emission-intensive

bulkers and tankers.

• The operating emissions intensity of the portfolio

was reduced by c.41% between 2019 and

2023.

• Further emissions reduction expected from Energy Saving Device (“ESD”) retrofits, completed

on nine vessels and planned for four other vessels during their next docking. Eight other

vessels are already fuel-efficient relative to their peers.

Assumes pro-rata participation in all capital raises. From inception until 30 June 2024.

Operating emissions intensity as measured by the Energy Efficiency Operating Indicator (“EEOI”).

Tufton Oceanic Assets Limited

Investment Manager’s Report (continued)

Review of performance since inception (continued)

As per the Company’s share price discount management policy, the Company repurchased

11,386,000 shares during the FY and has therefore purchased a total of 17,546,000 of its own shares

from 4Q22 until the end of the FY.

Tufton Investment Management Holding Limited Group (“Tufton Group”) Stakeholders held ~4.9% of

the issued share capital in the Company at the end of June 2024 (FY 2023: ~3.7%).

Capital returned to shareholders since inception: Buybacks and dividends

1.500

1.750

1.875

2.000

2.125

2.500

0.5

1.0

1.5

2.0

2.5

1Q18

2Q18

3Q18

4Q18

1Q19

2Q19

3Q19

4Q19

1Q20

2Q20

3Q20

4Q20

1Q21

2Q21

3Q21

4Q21

1Q22

2Q22

3Q22

4Q22

1Q23

2Q23

3Q23

4Q23

1Q24

2Q24

US$ cents

Target Dividend History

c.43% increase since inception

100

125

150

1Q18

2Q18

3Q18

4Q18

1Q19

2Q19

3Q19

4Q19

1Q20

2Q20

3Q20

4Q20

1Q21

2Q21

3Q21

4Q21

1Q22

2Q22

3Q22

4Q22

1Q23

2Q23

3Q23

4Q23

1Q24

2Q24

Dividends Share Buybacks

Total US$145.5m

Share buybacks US$18.8m

Dividends US$126.7m

Tufton Oceanic Assets Limited

Investment Manager’s Report (continued)

Mid-Term strategy review

In January 2024, the Board reviewed the Company’s performance since inception and requested the

Investment Manager to conduct a study of the opportunity set and strategy for the Company.

The review concluded that the correct strategy for SHIP over the medium term through to 2030 is to

continue investing in fuel-efficient secondhand vessels to maximise shareholder returns. In addition,

the review concluded to start divesting the Company’s portfolio of assets from 2028, well before the

decarbonisation of shipping accelerates. The review highlights are documented on page 2.

Compulsory Redemption

On 15 August 2024, the Company announced the return of approximately US$31.5m by way of the

compulsory Redemption of up to 20,326,211 Shares. The Redemption was effected at a price of

US$1.550 per Share, being the NAV per Share as at 30 June 2024, pro-rata to holdings of Shares on

the Company's register of members at close of business on 14 August 2024 (the “Redemption Record

Date”), being the record date for the Redemption. The record date for the Company’s quarterly

dividend for the three months ending 30 June 2024 (the “2Q24 Dividend”) was 26 July 2024 (the

“Dividend Record Date”), which precedes the record date for the Redemption. Accordingly,

Shareholders were eligible to receive both the 2Q24 Dividend and proceeds from the Compulsory

Redemption on the basis they continue to own Shares on each of the 2Q24 Dividend Record Date and

the Redemption Record Date respectively.

Amendments to Investment Policy

Before June 2024, the Company’s existing Investment Policy restricted it from making new investments

that would result in any shipping Segment (i.e. Tankers, General Cargo, Containerships and Bulkers)

accounting for more than 50% of NAV.

The Board sought and obtained Shareholder approval to ease the above investment restriction such

that:

• the restriction on making further investments that would result in a shipping Segment

accounting for more than 50% of NAV will only apply where the Company is invested in at least

three shipping Segments; and

• where the Company is only invested in two shipping Segments: (i) no further investment may

be made that results in any shipping Segment accounting for more than 75% of NAV; and (ii)

if the Tankers shipping Segment accounts for more than 50% of NAV and exposure is only to

a single Tanker sub-segment (i.e. crude tankers, product tankers, chemical tankers, gas

tankers), no further investment may be made in such tankers sub-segment.

The Company’s share price has increased by c.37% between the beginning of 2024 and the end of

August 2024. The Investment Manager believes the strong performance signals investor endorsement

of the Company’s performance as well as its disciplined approach to capital allocation.

Tufton Oceanic Assets Limited

Investment Manager’s Report (continued)

The Assets

The Company’s portfolio as at 30 June 2024:

SPV

Vessel Type and Year of Build

Acquisition

Date

Expected end of

charter period**

Anvil

Handysize bulker built 2013

September 2021

April 2025

Auspicious

Handysize bulker built 2015

February 2022

August 2024

Awesome

Handysize bulker built 2015

January 2022

September 2024

Charming

Handysize bulker built 2015

June 2022

August 2025

Cocoa

Handysize product tanker

built 2008

October 2020

January 2026

Courteous

MR product tanker built 2016

December 2022

December 2026

Dachshund

Handysize product tanker

built 2008

February 2020

NA – divestment

closed on 1 July 2024

Daffodil

Handysize product tanker

built 2008

October 2020

March 2026

Exceptional

MR product tanker built 2015

April 2022

December 2025

Golding

25,600 DWT stainless steel

chemical tanker built 2008

April 2021

NA – vessel is

employed in a pool

Idaho

Ultramax bulker built 2011

July 2021

December 2024

Laurel

Handysize bulker built 2011

July 2021

December 2024

Marvelous

MR product tanker built 2014

July 2022

November 2026

Masterful

Handysize bulker built 2015

April 2022

September 2024

Mayflower

Handysize bulker built 2011

June 2021

July 2024

Mindful

MR product tanker built 2016

December 2022

December 2026

Neon

Mid-sized LPG carrier built 2009

July 2018

August 2025

Octane

MR product tanker built 2010

December 2018

October 2025

Orson

20,000 DWT stainless steel

chemical tanker built 2007

July 2021

NA – vessel is

employed in a pool

Rocky IV

Handysize bulker built 2013

September 2021

December 2024

Sierra

MR product tanker built 2010

December 2018

November 2025

Notes:

+ SPV that owns the vessel.

** Based on our assessment of the prevailing market conditions at 30 June 2024.

Tufton Oceanic Assets Limited

Investment Manager’s Report (continued)

The Assets (continued)

The market for secondhand ships is liquid with >US$40 billion worth of annual transactions in 2022

and 2023. The charter-free and associated charter values of the Company’s standard vessels are

calculated using the online valuation platform provided by VesselsValue which utilises transaction data

as well as other market data to estimate charter-free values. The Company’s NAV is, in effect, proven

by recent market transactions. During the FY, the Company agreed to divest Pollock and Dachshund

at a 3.1% premium to the two vessels’ most recent holding NAV. Divestments to date have been in

aggregate c.6% above NAV.

As at 30 June 2024, the Company owned twelve tankers as follows:

Tankers

Employment

Comments

Octane and Sierra

Time chartered (“TC”)

to an investment

grade oil major

The charterer exercised their optional periods until

October 2025 and November 2025 respectively.

Dachshund, Cocoa,

Daffodil, Marvelous,

Mindful and

Courteous

TC to a major

commodity trading

and logistics company

Dachshund was divested and delivered to its new

owners on 1 July 2024

Exceptional

TC to a leading tanker

shipping company

Orson and Golding

Employed in a leading

chemical tanker pool

As described in the Company's Prospectus, a pool

is a revenue sharing structure run by a specialist

third party or another ship owner.

Neon

Operates on a bareboat charter under which the Company provides only the

vessel to the charterer, who is responsible for crewing, maintaining, insuring,

and operating it.

As at 30 June 2024, the Average Charter Length of the tankers (excluding Orson and Golding) was

1.80 years (FY 2023: 2.0 years).

Tufton Oceanic Assets Limited

Investment Manager’s Report (continued)

The Assets (continued)

As at 30 June 2024, the Company owned nine bulkers, as follows:

Bulkers

Employment

Comments

Awesome and Laurel

TC to a leading

merchant and processor

of agricultural goods

After the end of its index-linked charter to an

operator of bulkers in August 2024, Awesome

commenced another index-linked charter for 9-

12 months at a slightly higher rate than

previously. Laurel’s time charter was extended

by 4-7 months from May 2024 at a slightly lower

rate than previously.

Anvil and Auspicious

TC to an operator of

bulkers

Anvil’s index-linked charter was extended by 9-

11 months commencing from May 2024 at a

slightly higher rate than previously. After the

end of its index-linked charter in July 2024,

Auspicious commenced a time charter for 5-7

months at a higher rate than previously.

Idaho and Mayflower

TC to a leading owner

and operator of bulkers

Mayflower’s time charter was extended by 4-6

months from March 2024 at a much higher rate

than previously.

Charming and

Masterful

TC to a leading

merchant and processor

of agricultural goods

Charming’s index-linked charter was extended

by 10-12 months commencing from August

2024 at the same rate as previously whilst

Masterful’s time charter was extended by 3

months from September 2024 at a slightly lower

rate than previously.

Rocky IV

TC to an owner and

operator of bulkers

Rocky IV’s time charter was extended by 3-6

months from June 2024 at a much higher rate

than previously.

At 30 June 2024, the Average Charter Length on our bulkers was 0.35 years (FY 2023: 0.22 years).

We have chosen to employ many of our bulkers on index-linked charters in anticipation of ongoing

market improvement. Please see the Shipping Market section of this Report.

The Company’s fleet across all segments performed well. Marvelous, Mindful, Courteous, Exceptional,

Awesome, Auspicious, Masterful and Charming are in the top quartile of fuel efficiency in their market

segments.

Tufton Oceanic Assets Limited

Investment Manager’s Report (continued)

The Shipping Market

The Company aims to provide investors with an attractive level of regular and growing income and

capital returns through investing in secondhand commercial sea-going vessels, with the portfolio

diversified across the main segments of shipping including tankers, bulkers, general cargo and

containerships. The ClarkSea Index, a broad vessel earnings indicator from Clarksons Research,

ended the FY at US$28,325/day, c.31% higher than at the end of June 2023.

The combination of price inflation (commodity, wage), reduced shipyard capacity and tightening

environmental specifications continue to boost newbuild prices leading to higher values for

secondhand vessels. The Clarksons Research Newbuilding Price Index rose 9.5% during the FY and

has risen c.49% since the end of 2020. Shipyard capacity fell by ~35% in the 2010s and is now

expanding only incrementally (mainly in China). Slot availability is very tight. Shipyard orderbook

forward cover (i.e. the number of years required to deliver the orderbook at the output level of the last

12 months) was 3.4 years at the end of the FY (FY 2023: 3.7 years). Global seaborne trade is expected

to grow by c.5% in 2024, exceeding the long-term trend rate of c.3% CAGR between 2003 and 2023

mainly due to the effect of disruption of traditional trade routes.

Trade routes tend to be optimised across the industry, so disruption of traditional trade routes often

results in diversion through longer routes which reduces the available vessel capacity. During the FY,

transit through two key global shipping routes, the Panama Canal and the Suez Canal, faced

disruption. Vessel transit through the Panama Canal was disrupted from late October due to an

ongoing drought while transit through the Suez Canal was disrupted as Houthi rebel attacks on vessels

in the Red Sea escalated from late November. Disruption of canal transit causes re-routing of cargo

via alternate routes which typically take much longer and add to shipping demand. For example,

disruption of transit through the Suez Canal is estimated to add c.3% to global shipping demand growth

predominantly due to re-routing around the Cape of Good Hope. Impact of disruption of transit through

the Panama Canal is harder to measure with a larger variety of alternate (often land-based) routes.

As of June 2024, vessel transit through the Panama Canal is returning to normal while traffic via the

Suez Canal remains at very low levels due to the ongoing risk of attacks. This section utilises data

from the Tufton Real-Time Activity Capture System (“TRACS”) which analyses satellite data to track

the international shipping fleet by the major segments.

Tufton Oceanic Assets Limited

Investment Manager’s Report (continued)

The Shipping Market (continued)

TRACS uses the draught of each vessel as a proxy for its utilisation and thereby enables us to have a

close to real-time measure of shipping demand. Other research data used in this section is from

Clarksons Research, unless specified otherwise.

Tankers

Product tanker demand growth is benefiting from refinery capacity expansions in Asia and the Middle

East. Additionally, demand growth accelerated from mid-2022 as the war in Ukraine partially replaced

some demand for short-haul product tanker cargoes with demand for long-haul cargoes: increasing

Russian exports to Asia and increasing European imports from non-Russian suppliers including the

Middle East, the US and Asia.

Over the FY, demand growth was further boosted by the disruption of vessels transiting the Suez

Canal because of attacks by the Houthi rebels on vessels In the Gulf of Aden. The disruption of normal

traffic through the Suez Canal resulted in vessel re-routing around the Cape of Good Hope, increasing

voyage duration. The longer voyage time added to tonne-mile demand and further tightened the

Product Tanker market.

Source: Clarksons Research, TRACS

The strong fundamentals in the product tanker segment have attracted capital to newbuild

investments. The product tanker orderbook rose from c.9% of fleet as at the end of June 2023 to 16%

of fleet at the end of the FY. A significant portion of the new orders are focused on the larger Long

Range segment. The orderbook for crude tankers remained relatively low at c.9% of fleet at the end

of the FY. Despite the increase in the orderbook, the supply side for product tankers remains

supportive as c.15% of the product tanker fleet is >20 years old.

Older vessels are typically less fuel-efficient and less flexible operationally so tend not to be favoured

by top-tier charterers such as oil majors and global trading firms. Further, due to limitations in available

yard capacity at quality yards the delivery cadence of the recent new orders is distributed over 3+

years resulting in manageable fleet growth relative to demand growth. Over the FY, 1-year time charter

rates for MR product tankers rose c.17% to c.US$34,100/day.

Tufton Oceanic Assets Limited

Investment Manager’s Report (continued)

The Shipping Market (continued)

Tankers (continued)

The chemical tanker market also benefits from good supply-side fundamentals with an orderbook

c.10% of fleet and strong demand growth forecast compared to c.18% of the fleet >20 years old. 25-

30% of MR product tankers can engage in the chemicals/vegetable oil trade. The chemical tanker

market benefits as MR product tankers shift to the tight product tanker market. The Company’s

chemical tankers benefit from this trend as they are employed in a revenue-sharing pool and have spot

market exposure. 2Q24 Chemical tanker pool earnings for 19.9k dwt vessels averaged c.$23,800/day.

Bulkers

The bulker market strengthened during the FY due to a combination of improving demand growth and

the impact of reduced transit through the Panama Canal. Variations in Chinese demand continue to

present a near term downside risk as Chinese demand is an important part of the bulker market.

Source: TRACS

From the end of July 2023, we chose to employ some of our bulkers on index-linked charters in

anticipation of market improvement. Over the FY, 1-year time charter rates for Handysize bulkers rose

c.34% to c.US$14,360/day. The bulker orderbook rose from the very low level of c.8% of fleet in June

2023 to 9.5% of fleet at the end of the FY. Despite the increase in the orderbook, the supply side for

bulkers and small bulkers (10k-69.9k dwt) in particular looks supportive with c.8.5% of the total Bulker

fleet and c.12% of the small bulker fleet >20 years old. Also, due to limitations in available yard capacity

at quality yards the delivery cadence of the recent new orders is distributed over 3+ years resulting in

manageable fleet growth relative to demand growth.

Across the major segments, the combination of tightening environmental regulations and low shipyard

capacity suggests newbuild prices of bulkers and tankers will remain high thereby also supporting

secondhand prices in the medium term. Global shipyard capacity started increasing from recent lows

but remains c.30% below the 2011 peak. Newbuild prices are supported by wage inflation for skilled

labour in the major shipbuilding nations.

Tufton Oceanic Assets Limited

Investment Manager’s Report (continued)

The Shipping Market (continued)

Bulkers (continued)

Further, latest newbuild designs incorporate more flexible machinery and storage systems to handle

multiple fuel types to reduce emissions. These further increase newbuild prices. Environmental

regulations from the IMO to measure and improve vessel carbon emission intensity incentivise lower

speeds resulting in reduced shipping capacity, aiding the supply-side adjustment. The combination of

supply constraints and high replacement costs creates an attractive investment environment for fuel-

efficient secondhand vessels in the medium term. The Company’s fuel-efficient vessels are likely to

benefit.

Environmental, Social and Governance Report

The Investment Manager, Tufton, emphasises the principles of Responsible Investment in the

management of the Company’s assets through awareness and integration of ESG factors into our

investment process in the belief that these factors have a positive impact on long-term financial

performance. We recognise that our first duty is to act in the best financial interests of the Company’s

Shareholders and to generate attractive financial returns against acceptable levels of risk, in

accordance with the objectives of the Company. We have been a signatory of the United Nations

Principles of Responsible Investment (“UN PRI”) since December 2018 and have a Responsible

Investment policy statement which is available on Tufton’s website. In the 2023 UN PRI signatory

assessment, Tufton achieved scores higher than our peer group in all three assessment categories.

Please see the 2023 UN PRI scoring methodology for details.

The Company’s Board does not have a separate ESG committee but collectively reviews progress

against the policy statement as part of the Company’s annual Sustainability Report which will be

publicly available on the Company’s website (www.tuftonoceanicassets.com).

ESG highlights of the financial period include:

• The Company’s operating emissions intensity, as measured by the Energy Efficiency Operating

Index (“EEOI”) improved by c.11 % during 2023 primarily because of capital re-allocation but also

from ESD retrofits.

• ESDs retrofits have been completed or substantially completed on nine vessels. We have started

receiving the efficiency hire rate premia on eight of the vessels and expect to start receiving the

premium on one vessel from 2H24.

We aim to minimise coal carriage on the Company’s vessels. In June 2023, Tufton committed to

limiting revenues from transportation of thermal coal to 5% of the Company’s total consolidated

revenues. In 2H23, one bulker (Anvil) carried thermal coal during one voyage and in 1H24, Idaho and

Anvil had voyages with coal carriage. Over the FY, revenues from thermal coal carriage corresponded

to c.1.2% of SHIP consolidated revenues.

Tufton Oceanic Assets Limited

Principal Risks and Uncertainties

The Board has carried out a robust assessment to identify the principal and emerging risks that could

affect the Company, including those that would threaten its business model, future performance,

solvency or liquidity. Principal risks are those which the Directors consider have the greatest chance

of materially impacting the Company’s objectives. The Board has adopted a “controls” based approach

to its risk monitoring which requires each of the relevant service providers, including the Investment

Manager, to establish the necessary controls to ensure that all identified risks are monitored and

controlled in accordance with agreed procedures where possible.

The Board of Directors receives periodic updates on principal risks at their meetings and has adopted

its own control review to ensure that risks are monitored appropriately, mitigation plans are in place,

and that emerging risks are identified and assessed. The Directors also carry out a regular check on

the completeness of risks identified, including a review of the risk register. The Board believes that the

risk register is comprehensive and addresses all risks that are currently relevant to the Company.

Whilst the Investment Manager monitors and puts in place controls to mitigate risks, risk and

uncertainty cannot be eliminated.

In addition to the established principal risks, in the current period, the Board considered the conflict in

the Middle East and the actions of the Houthi rebels in the Red Sea in the context of whether this

situation indicated the existence of an emerging risk for the Company. After proper consideration of

the situation and its possible economic impacts, the Board concluded that given the nature of the

vessels currently held it was unlikely to materially impact the Company’s results or operations.

The Board consider that the above risk and the emerging risks identified in prior periods are adequately

addressed by the overall risk control and monitoring processes in place.

The following table shows the Board’s view of the principal risks to the business and efforts to mitigate

those risks. The Board considers that no additional mitigation steps are required at this time.

Underlying cause of risk

or uncertainty

Objective impacted

(in what way)

Control or mitigation implemented

Demand for shipping may

decline, either because of a

reduction in international

trade (e.g., “trade wars”) or

because of general GDP

growth slowing.

Capital growth

Vessel values

Loss of Income

This risk cannot be controlled, but is mitigated

by:

- diversification to reduce reliance on any

particular segment, sector or

geography;

- focus on fleet vessel quality and

specifications to improve utilisation;

- longer term employment strategy to

reduce market exposure; and

- ultimately, lower charter rates could be

accepted in order to ensure the

employment of the vessels.

Failure of, or unwillingness

of, a vessel charterer to

meet charter payments.

Liquidity

Dividends

Loss of income

Charter counterparty credit worthiness is

subjected to extensive checks prior to and

throughout a charter. In the unlikely event of

default the Board believes there will be no issues

finding alternative employment for any of the

ships in the portfolio at prevailing market rates.

Tufton Oceanic Assets Limited

Principal Risks and Uncertainties (continued)

Underlying cause of risk

or uncertainty

Objective impacted

(in what way)

Control or mitigation implemented

Vessel maintenance or

capital expenditure may be

more costly than expected

due to delays, resource

constraints or inflation

generally.

Capital growth

Dividends

Liquidity

Vessel values

The Company monitors maintenance and capital

expenditure through experienced technical

managers. Assessments of expected capital

expenditure are made prior to investing in a

vessel.

It is important to note that whilst the Company’s

fleet has experienced increases beyond

budgeted costs, such increases were not so

significant as to undermine the initial investment

decision.

A vessel may be lost or

significantly damaged.

Capital growth

Vessel values

Measures to mitigate operational risks are

included in the employment charters of the

Company’s vessels including:

- avoiding conflict areas;

- daylight sailing, naval escort or route

planning to avoid higher risk areas; and

- detailed best practice operating

procedures to be followed.

Comprehensive insurance protection is in place

at all times to cover inter alia significant

damages to or loss of vessels.

The Company may not

have enforceable title to the

vessels purchased.

Liquidity

Vessel values

The Company has engaged a very experienced

Investment Manager who is responsible for

establishing such title. This is then monitored by

the Administrator and the Depositary on behalf

of the Board using publicly available information.

Failure of, or unwillingness

of, other non-charterer

counterparties to meet their

obligations.

Capital growth

Loss of income

The Board relies on the Investment Manager

and Asset Manager, who in turn rely on third

party service providers for performance of

services integral to the operations of the

Company.

The Asset Manager constantly monitors the

performance of all the Company’s key

operational service providers, especially the

technical managers and the administrator.

Tufton Oceanic Assets Limited

Principal Risks and Uncertainties (continued)

Underlying cause of risk

or uncertainty

Objective impacted

(in what way)

Control or mitigation implemented

Failure of, or unwillingness

of, other non-charterer

counterparties to meet their

obligations (continued).

SPV operating accounts are held with one or

more unrated banks, because those banks have

a strong track record of facilitating shipping

transactions/operations. Exposures to such

banks are limited to US$10m per bank in total for

all SPVs.

Investable funds are invested with banks of an

A- (or equivalent) or higher credit rating as

determined by an internationally recognised

rating agency.

Credit ratings and overall limits are monitored by

the Administrator, who reports exceptions and

exposure levels to the Board.

Failure of systems or

controls in the operations of

the Investment Manager,

Asset Manager or the

Administrator and thereby

of the Company including

Cybersecurity.

Capital growth

Loss of assets

Reputation or

regulatory permissions

and resulting fines

This risk cannot be directly controlled but the

Management Engagement Committee regularly

review the performance of the service providers

and their internal controls through making

enquiries, and inspection visits. Wherever

possible and relevant, the Investment Manager

purchases insurance to mitigate operational

risks such as cyber security.

Failure to comply with

sanctions applicable to

vessels or their cargo.

Capital growth

Loss of assets

Reputation or

regulatory permissions

and resulting fines

The Investment Manager assesses the bona

fides of prospective charterers before contracts

are entered into and also monitors the

operations of the vessels owned by the

Company’s SPVs to ensure that all applicable

sanctions are complied with.

The Company shares trade

at discount to the

underlying NAV.

Capital growth

Liquidity

The Board monitors the level of both the

absolute and sector relative discount at which

the shares trade. The Company has authority,

when it deems appropriate, to buy back its

existing shares to enhance the NAV per share

for remaining shareholders and to reduce the

absolute level of discount and discount volatility.

The Board has taken various actions over the FY

to address the discount and is encouraged to

note that the discount of NAV of the Company’s

shares narrowed from ~27% in June 2023 to

~17% in August 2024.

Tufton Oceanic Assets Limited

Principal Risks and Uncertainties (continued)

Underlying cause of risk

or uncertainty

Objective impacted

(in what way)

Control or mitigation implemented

Environmental damage,

contamination and/or

pollution caused by a

vessel owned by the

Company's SPVs.

Liquidity

Vessel values

Loss of income

Reputation or

regulatory

permissions and

resulting fines

The Investment Manager arranges for

environmental due diligence in respect of all

vessels considered for acquisition by the

Company’s SPVs to identify potential sources of

pollution, contamination or environmental hazard

for which that vessel may be responsible and to

assess the status of its environmental regulatory

compliance.

The Asset Manager maintains a detailed manual

that documents best practice operating

procedures to be followed by crew and technical

staff. The Asset Manager reviews the

environmental performance of key service

providers and all vessels and reports its findings to

the Investment Manager annually.

Protection and indemnity mutual insurance

overseen by the Asset Manager provides cover of

up to US$1 billion per incident for oil pollution

damage compensation.

The Investment Manager is committed to

Responsible Investment and has identified ESG

risk factors relevant to the industry in its

Responsible Investment Policy statement. The

Board reviews both the Company’s and the

Investment Manager’s policy and its

implementation at least annually.

Please see the Investment Manager’s

Sustainability Report on the Company’s website

(www.tuftonoceanicassets.com) for details.

As part of their review of the Company’s

operational risks and controls, which takes place

on at least an annual basis, the Board of Directors

consider ESG specific risks and how these may be

mitigated. This includes receiving regular reports

and updates from the Investment Manager on the

measures put in place by them to ensure the

Company carries out its activities in an

environmentally sustainable and responsible

manner.

Tufton Oceanic Assets Limited

Corporate Summary

The Company is a closed-ended investment company, limited by shares, registered and incorporated

in Guernsey under the Companies Law on 6 February 2017, with registration number 63061. The

Company is a Registered Closed-ended Collective Investment Scheme regulated by the GFSC

pursuant to the Protection of Investors (Bailiwick of Guernsey) Law 2020, as amended and the

Registered Closed-ended Investment Scheme Rules 2021.

As at 30 June 2024, the Company had 291,082,541 shares in issue, all of which are admitted to the

Specialist Funds Segment of the Main Market of the London Stock Exchange under the ticker “SHIP”,

ISIN: GG00BDFC1649, and SEDOL: BDFC164. During the FY, the Company bought back 11,386,000

shares. Effective 15 August 2024, the Company trades under new ISIN: GG00BSFVPB94, and

SEDOL: BSFXP71 post completion of the compulsory Redemption.

The Company makes its investments through LS Assets Limited (“LSA”) and other underlying SPVs,

which are ultimately wholly owned by the Company. LSA is registered and was incorporated in

Guernsey in accordance with the Companies Law on 18 January 2018 with registered number 64562.

The underlying SPVs owned by LSA are incorporated in the Isle of Man, in accordance with the Isle of

Man Companies Act 2006 (the “IOM Companies Act”).

The Company controls the investment policy of each of LSA and the wholly owned SPVs to ensure

that each will act in a manner consistent with the investment policy of the Company. The Company

refers to each vessel by the underlying SPV name rather than the actual name of the respective vessel

for confidentiality purposes.

The Investment Manager is Tufton Investment Management Ltd, a company incorporated in England

and Wales with registered number 1835984, which is regulated by the FCA and has been authorised

to act as a Full Scope Registered UK AIFM under AIFMD. Tufton Investment Management Ltd has

been a specialist investment manager in the maritime and energy markets since 2000 and has been

focused on financial services to these industries since its inception in 1985.

Tufton Oceanic Assets Limited

Corporate Governance Statement

The Board of Tufton Oceanic Assets Limited has considered the Principles and Provisions of the AIC

Code. The AIC Code addresses the Principles and Provisions set out in the UK Corporate Governance

Code (the “UK Code”), as well as setting out additional Provisions on issues that are of specific

relevance to the Company.

The Board considers that reporting in accordance with the Principles and Provisions of the AIC Code,

which has been endorsed by the Financial Reporting Council and the Guernsey Financial Services

Commission, provides more relevant information to shareholders. The Company has complied with

the Principles and Provisions of the AIC Code (except as set out below).

The Board confirms that it has reviewed the Company’s systems of risk management and internal

control for the year ended 30 June 2024, and to the date of the approval of this annual report and

audited financial statements. The main features of these systems are segregation of activity between

service providers and critical review and cross checking by both those service providers and the Board.

For further details of the key risks and uncertainties the Directors believe the Company is exposed to

together with the policies and procedures in place to monitor and mitigate these risks, please refer to

pages 20 to 23 of the annual report and audited financial statements.

The AIC Code is available on the AIC website (www.theaic.co.uk). It includes an explanation of how

the AIC Code adapts the Principles and Provisions set out in the UK Code to make them relevant for

investment companies.

Areas of Exception

Considering that the Board comprises solely of independent Directors, it has decided not to appoint a

senior independent director. The Chairman of the Audit Committee fulfils the role of the senior

independent director, which includes the following:

• supporting the Chairman in his role;

• acting as an intermediary for other Directors where necessary;

• being available for shareholders and other non-executives to discuss any questions or

concerns; and

• assisting with the performance evaluation and succession planning of the Chairman’s role.

The Board has not deemed it necessary to appoint a separate nomination committee and therefore

the role typically undertaken by such a committee is currently conducted by the Board as a whole. The

rules governing the appointment and replacement of Directors are set out in the Company’s Articles.

The Directors have overall responsibility for reviewing the size, structure and skills of the Board and

considering whether any changes are required, or new appointments are necessary to meet the

requirements of the Company's business or to maintain a balanced Board.

Similarly, the Company does not have a separate remuneration committee, as the Board as a whole

fulfils the function of a remuneration committee, which includes the review on at least an annual basis

of the remuneration of the Directors in accordance with the Company’s remuneration policy and market

information.

The Listing Rules regarding diversity do not directly apply to the Company since it is a member of the

Specialist Fund Segment, however, the Board is currently 40% female. It is important to preserve the

current knowledge and experience of the Board but further consideration will be given on a voluntary

basis to diversity guidelines during the course of implementing any future succession plans.

Tufton Oceanic Assets Limited

Corporate Governance Statement (continued)

The Board has additionally formulated the following policies and procedures to assist them to comply

with the AIC Code:

Independence

All the non-executive Directors are currently considered by the Board to be independent of the

Company, Investment Manager and the Tufton Group and have been Directors for eight years or less.

The Board's current policy on tenure, including that of the Chairman, is that continuity and experience

are considered to add significantly to the strength of the Board. New Directors receive an induction

from the Investment Manager and the Administrator on joining the Board, and all Directors receive

other relevant training as necessary on their on-going responsibilities in relation to the Company.

Environmental, Social and Governance

For further details of the Company’s approach to ESG matters, please see the Report of the Directors

and the Investment Manager’s Report, together with the Company’s Sustainability Report which is

published on its website, (www.tuftonoceanicassets.com).

Diversity and Inclusion Policy

The Company supports the AIC Code provision that the Board should consider the benefits of diversity

when making appointments and is committed to ensuring it receives information from the widest range

of perspectives and backgrounds. The Board is committed to creating a diverse and inclusive

environment where all individuals feel respected, and where their voices are heard. The Board believes

that diversity of gender, age, ethnicity and personal attributes, amongst others, contribute to a

balanced and more productive Board.

The Board is committed to being non-discriminatory and firmly believes in equal opportunities for all,

with board appointments being made on merit against a set of objective criteria.

However, while the Board agrees diversity should be sought when making appointments, it does not

consider that this can be best achieved by establishing specific quotas and targets and appointments

are therefore based wholly on merit. Accordingly, when changes to the Board are required, due regard

is given to both the need for and importance of diversity and to a comparative analysis of candidates’

qualifications and experience.

A pre-established, clear, neutrally formulated and unambiguous set of criteria are utilised during the

appointment process to determine the most suitable candidate for the specific position sought. In each

case, the Board ensures that candidates are considered from a wide range of backgrounds.

UK Companies Act 2006 - Section 172 Statement

Whilst directly applicable only to UK domiciled companies, the intention of the AIC Code which is

followed by the Company is that the following matters set out in section 172 of the UK Companies

Act, 2006 are reported on by all companies, irrespective of domicile, provided this does not conflict

with local company law.

Tufton Oceanic Assets Limited

Corporate Governance Statement (continued)

UK Companies Act 2006 - Section 172 Statement (continued)

Therefore, through adopting the AIC Code, the Board acknowledges its duty to apply and demonstrate

compliance with section 172 of the UK Companies Act 2006 and to act in a way that promotes the

success of the Company for the benefit of its shareholders as a whole, having regard to (amongst

other things):

• the consequences of any decision in the long term;

• the need to foster business relationships with suppliers, customers and others;

• the impact of the Company's operations on the community and the environment;

• the desirability of the Company maintaining a reputation for high standards of business

conduct; and

• the need to act fairly as between members of the Company.

The Board regularly reviews the Company’s principal stakeholders and how the Company engages

with them. Stakeholder voices are considered at Board level and reflected in board decision making

through reporting provided to the Board by the Brokers and the Investment Manager, together with

engagement with stakeholders themselves either directly or through the above-mentioned parties.

The Company is an externally managed investment company, has no employees, and as such is

operationally quite simple. The Board does not believe that the Company has any material

stakeholders other than those set out in the following table.

Investors

Service providers

Community and environment

Issues that matter to them

Performance of the shares.

Growth of the Company.

Liquidity of the shares.

Valuation of vessels.

Reputation of the Company.

Compliance with laws and

regulations.

Remuneration.

Compliance with laws and

regulations.

Impact of the Company and its

activities on third parties.

Tufton Oceanic Assets Limited

Corporate Governance Statement (continued)

UK Companies Act 2006 - Section 172 Statement (continued)

Investors

Service providers

Community and environment

Engagement process

Annual General Meeting.

Frequent meetings with

investors by Brokers and the

Investment Manager and

subsequent reports to the

Board.

Quarterly factsheets.

Key Information Document.

The main two service providers

– Tufton Investment

Management Ltd (Investment

Manager) and Apex

Administration (Guernsey)

Limited (“Administrator”) –

engage with the Board in face-

to-face meetings quarterly,

giving them direct input to

Board discussions.

Where face-to-face contact has

not been possible engagement

has continued via video

conferencing services such as

Microsoft Teams.

All service providers are asked

to complete a questionnaire

annually which includes

feedback on their interaction

with the Company, and the

Board ordinarily undertakes an

annual visit to the offices of the

Investment Manager and its

associated companies in

London, Cyprus and the Isle of

Man.

The Company and its SPVs

themselves have only a very

small footprint in their local

communities and only a very

small direct impact on the

environment.

However, the Board

acknowledges that it is

imperative that everyone

contributes to local and global

sustainability.

The activities of the Company in

this regard, and in particular

concerning the vessels owned,

are reflected within the

Company’s Sustainability Report

and the Responsible Investment

Policy of the Investment

Manager.

Tufton Oceanic Assets Limited

Corporate Governance Statement (continued)

UK Companies Act 2006 - Section 172 Statement (continued)

Investors

Service providers

Community and environment

Rationale and example outcomes

Clearly investors are the most

important stakeholder for the

Company. Most of our

engagement with investors is

about “business as usual”

matters, but has also included

discussions about the

discount of the share price to

the NAV.

The major decisions arising

from this have been –

• Seeking to ensure long-

term value and

opportunities to realise

value through sales of

vessels.

• Buying back shares in an

attempt to reduce or at

least contain the share

price discount.

• Carrying out a strategy

review, the results of which

were announced on 17

January 2024.

The Board has continued to

focus on the reliability of the

valuation of vessels, a key

priority for shareholders. As a

result, the Board placed

greater emphasis on

reviewing the output from the

VesselsValue system used

and charter rates to value

most of the Company’s fleet

and discount rates used in

valuing the remaining vessels.

The Company relies on service

providers (including the

Investment Manager, Asset

Manager, Administrator and

technical managers) entirely as

it has no systems or employees

of its own.

During the year a decision was

made to retain some cash

rather than distribute all

available funds to investors

through compulsory

Redemption. This was to

ensure that the Company had

sufficient capital to fulfil any

recommendations made by the

Investment Manager such as

acquiring new vessel.

The Board always seeks to act

fairly and transparently with all

service providers, and this

includes such aspects as

prompt payment of invoices.

The Board and the Investment

Manager work together to

ensure that ESG factors are

carefully considered and

reflected in investment

decisions, and that vessel

operators are influenced

positively. See page 19 for

details of the Company’s

approach in this area.

Board members do travel, partly

to meetings in Guernsey, and

partly elsewhere on Company

business, including for the

annual due diligence visits to

London, Cyprus and the Isle of

Man. The Board considers this

essential in overseeing service

providers and safeguarding

stakeholder interests. Otherwise,

the Board seeks to minimise

travel using video conference

calls whenever good governance

permits.

Engagement processes are kept under regular review. Investors and other interested parties are

encouraged to contact the Company via the Company Secretary or SHIP@tuftonoceanicassets.com

on these or any other matters.

Tufton Oceanic Assets Limited

Statement of Directors’ Responsibilities

The Directors are responsible for preparing an Annual Report and Audited Financial Statements for

each FY which give a true and fair view, in accordance with applicable law and regulations, of the state

of affairs of the Company and of the profit or loss of the Company for that year.

Companies Law requires the Directors to prepare financial statements for each FY. Under that law the

Directors have elected to prepare the financial statements in accordance with IFRS accounting

standards as issued by the International Accounting Standards Board (“IASB”).

In preparing financial statements the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• state whether applicable accounting standards have been followed, subject to any material

departures disclosed and explained in the financial statements; and

• prepare the financial statements on a going concern basis unless it is inappropriate to presume

that the Company will continue in business.

The Company’s website is maintained by the Investment Manager in co-operation with Hudnall Capital.

Legislation in Guernsey governing the preparation and dissemination of financial statements may differ

from legislation in other jurisdictions.

The Directors are responsible for keeping proper accounting records which disclose with reasonable

accuracy at any time, the financial position of the Company and enabling them to ensure that financial

statements comply with the Companies Law. The Directors 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.

Each of the Directors confirms that, to the best of their knowledge:

• they have complied with the above requirements in preparing the financial statements;

• there is no relevant audit information of which the Company’s Auditor is unaware;

• all Directors have taken the necessary steps that they ought to have taken to make themselves

aware of any relevant audit information and to establish that the Auditor is aware of said

information;

• the financial statements, prepared in accordance with IFRS Accounting Standards and

applicable laws, give a true and fair view of the assets, liabilities, financial position and profit

or loss of the Company; and

• the Annual Report includes a fair and balanced review of the development and performance

of the business and the financial position of the Company, together with a description of the

principal risks and uncertainties that it faces.

The AIC Code, as adopted by the Company, also requires Directors to ensure that Annual Reports

and Audited Financial Statements are fair, balanced and understandable. In order to reach a

conclusion on this matter the Board has requested that the Audit Committee advises on whether it

considers that this Annual Report and Audited Financial Statements fulfil these requirements. The

process by which the Audit Committee has reached these conclusions is set out in the Audit Committee

Report on pages 47 to 49.

Tufton Oceanic Assets Limited

Statement of Directors’ Responsibilities (continued)

Furthermore, the Board believes that the Annual Report and Audited Financial Statements provide the

information necessary for shareholders to assess the Company’s performance, business model and

strategy.

Having taken into account all matters considered by the Board and brought to the attention of the

Board for the year ended 30 June 2024, as outlined in the Corporate Governance Statement and the

Audit Committee Report, the Board has concluded that the Annual Report and Audited Financial

Statements for the year ended 30 June 2024, taken as a whole, are fair, balanced and understandable

and provide the information required to assess the Company’s performance, business model and

strategy.

………………………… …………………………

Rob King Stephen Le Page

Director Director

Tufton Oceanic Assets Limited

Report of Directors

The Directors present their Annual Report and the Audited Financial Statements of the Company for

the year ended 30 June 2024.

The Company was registered in Guernsey on 6 February 2017 and is a registered closed-ended

investment scheme under the POI Law. The Company’s shares were listed on the Specialist Funds

Segment of the Main Market of the London Stock Exchange on 20 December 2017 under the ticker

SHIP.

Investment Objective and Policy

The Company's investment objective is to provide investors with an attractive level of regular and

growing income and capital returns through investing in secondhand commercial sea-going vessels.

The Board monitors the Investment Manager’s activities through strategy meetings and discussions

as appropriate. The Company has established a wholly-owned subsidiary that acts as a Guernsey

holding company for all its investments, LSA, which is governed by the same Directors as the

Company.

On 17 January 2024 the Company announced the results of a strategy review carried out by the Board

in conjunction with the Investment Manager. This review did not result in any change to the above

Objective or Policy, but did clarify the basis on which capital allocation decisions would be made

through to the end of the decade.

All vessels acquired, vessel-related contracts and costs will be held by SPVs domiciled in the Isle of

Man or other jurisdictions considered appropriate by the Company’s advisers. The Company conducts

its business in a manner that results in it qualifying as an investment entity (as set out in IFRS 10:

Consolidated Financial Statements) for accounting purposes and as a result applies the investment

entity exemption to consolidation. The Company therefore reports its financial results on a non-

consolidated basis.

Subject to the solvency requirements of the Companies Law, the Company intends to pay dividends

on a quarterly basis. The Directors expect the dividend to grow, in absolute terms, modestly over the

long term. The Company raised its target annual dividend to US$0.10 per share starting 1Q24

(previously US$0.085 per share).

The Company aims to achieve an IRR of 12% or above (net of expenses and fees) on the Issue Price

over the long term.

Shareholder information

Up to date information regarding the Company, including the quarterly announcement of NAV, can be

found on the Company’s website, which is www.tuftonoceanicassets.com and is maintained by the

Investment Manager.

The Company has a 30 June financial year end.

Share issues and buybacks

The Company has not issued any shares in the year ended 30 June 2024 nor in the period to 25

September 2024. On various occasions during the year ended 30 June 2024 the Company purchased

a total of 11,386,000 shares at a weighted average price of US$1.014. Since 1 July 2024 to 25

September 2024, 20,326,211 shares have been bought back via a compulsory Redemption at an

effective price of US$1.550.

Tufton Oceanic Assets Limited

Report of the Directors (continued)

Share issues and buybacks (continued)

Accordingly, the Company had 270,756,330 shares in issue on 15 August 2024 and as at the date of

signing these financial statements. All shares repurchased are held in treasury.

Results and dividends

The Company’s performance during the year is discussed in the Chairman’s Statement on page 3.

The results for the year are set out in the Statement of Comprehensive Income on page 57.

The Directors of the Company who served during the year and to date are set out on pages 35 to 36.

Directors’ interests

The Directors held the following interests in the share capital of the Company either directly or

beneficially as at 30 June 2024, and as at the date of signing these financial statements:

25 September

2024

30 June

2024

30 June

2023

Director

R King

55,811

60,000

S Le Page

38,387

41,268

40,000

P Barnes

4,651

5,000

C Rødsaether

27,906

30,000

T Le Noury

4,651

5,000

Further to the announcement on 15 August 2024 in relation to the compulsory Redemption of the Company's ordinary shares, the Directors have

each had Shares redeemed.

The Directors fees are as disclosed below:

30 June 2024

30 June 2023

Director

R King

43,500

39,305

S Le Page

40,500

36,000

P Barnes

37,750

33,525

C Rødsaether

37,000

33,525

T Le Noury

25,135

Directors’ Attendance

Attendance of Directors at each meeting held during the year:

Director

Quarterly Board

meetings

Audit Committee

Ad hoc meetings

Held

Attended

Held

Attended

Held

Attended

R King

S Le Page

P Barnes

C Rødsaether

T Le Noury

Appointed 1 November 2023

Tufton Oceanic Assets Limited

Report of the Directors (continued)

Other Interests

Tufton Group related stakeholders including current & former shareholders, employees, and non-

executive directors directly or beneficially held ~4.9% of the issued share capital as at 30 June 2024

(FY 2023: ~3.7%). Refer to note 15 for details on ordinary shares held and note 7 for rights and

obligations of the Company’s shares.

Share buyback and discount management

Subject to working capital requirements, and at the absolute discretion of the Board, excess cash may

be used to repurchase shares. The Directors may implement share buybacks at any time before the

90-day guideline set out in the Prospectus where they feel it is in the best interest of the Company and

all shareholders. The Board will consider repurchasing the Company’s ordinary shares in the market

if they believe it to be in shareholders’ interests as a whole and as a means of correcting any imbalance

between supply of and demand for the shares.

The Company purchased 11,386,000 of its own shares at a weighted average price of US$1.014 per

share during the FY, for a total consideration of US$11,573,679. The purchased shares are held in

treasury. Refer to Note 7 for more details. There were 17,546,000 shares held in treasury and

291,082,541 shares outstanding as at the end of the FY.

Companies Law allows companies to hold shares acquired by way of market purchase as treasury

shares, rather than having to cancel them. These treasury shares may be subsequently cancelled or

sold for cash. Therefore, it is agreed that any shares repurchased pursuant to the general authority

referred to above may be held by the Company in treasury, to the extent permitted by Companies Law.

The Company wishes to operate a buyback programme that is effective and also adds value for

shareholders. As such, unless authorised by shareholders, no shares will be sold from treasury at a

price less than the NAV per share at the time of the sale unless they are first offered pro rata to existing

shareholders.

Change of Articles and Compulsory Redemption

The Directors to allot and issue shares, to grant rights to subscribe for or to convert any security into

shares and to make offers or agreements to allot and issue equity securities (as defined in Article

5.1(a) of the Articles) for cash and/or to sell Ordinary Shares held by the Company as treasury shares

as if the pre-emption rights contained in Article 5.2 of the Articles.

A resolution was passed by the Company's shareholders at its Extraordinary General Meeting on 11

June 2024 to enable compulsory Redemptions of the Company's ordinary shares. On 14 August 2024

the Company compulsorily redeemed 20,326,211 shares at a price of US$1.550 per share for close of

business for cancellation, returning US$31.5m to shareholders, paid on 28 August 2024. The

Company had 270,756,330 shares outstanding as at the date of approval of these accounts.

Tufton Oceanic Assets Limited

Report of the Directors (continued)

Board Responsibilities and Corporate Governance

Please note the Corporate Governance Statement on pages 25 to 29 forms part of this report.

Board Members

The Company’s Board of Directors comprises five independent non-executive Directors. The Board’s

role is to manage and monitor the Company in accordance with its objectives. The Board monitors the

Company’s adherence to its investment policy, its operational and financial performance and its

underlying assets, as well as the performance of the Investment Manager and other key service

providers.

In addition, the Board has overall responsibility for the review and approval of the Company’s NAV

calculations and financial statements. It also maintains the Company’s risk register, which it monitors

and updates on a regular basis. The Directors of the Company who served during the year are listed

below.

Robert King, Chairman

Rob serves on a number of boards as an independent non-executive director which includes an

International Stock Exchange listed fund, Golden Prospect Precious Metals Limited (which also has a

trading listing on the LSE). Before becoming an independent non-executive director in 2011, he was

a director of Cannon Asset Management Limited and their associated companies.

Prior to this he was a director of Northern Trust International Fund Administration Services (Guernsey)

Limited (formerly Guernsey International Fund Managers Limited) where he had worked from 1990 to

2007. He has been in the offshore finance industry since 1986 specialising in administration and

structuring of offshore open and closed ended investment funds. Rob is British and resident in

Guernsey.

Stephen Le Page, Chairman of Audit Committee

A chartered accountant and chartered tax adviser. He was a partner at PricewaterhouseCoopers CI

LLP in the Channel Islands from 1994 until his retirement in September 2013. He led that firm's audit

and advisory businesses for approximately ten years and for five of those years was the Senior Partner

(equivalent to Executive Chairman) for the Channel Islands firm.

Stephen serves on a number of boards as a non-executive director, including acting as chairman of

the audit committee for two other London listed funds, Volta Finance Limited and Amedeo Air Four

Plus Limited and one International Stock Exchange listed company, Channel Islands Property Fund

Limited. Stephen is British and resident in Guernsey.

Paul Barnes

An investment banker experienced in asset backed, structured and project financing with wide

geographic exposure including Asia, Central/Eastern Europe, North and Latin America and

Scandinavia. Paul was managing director at BNP Paribas and co-head of its EMEA Shipping and

Offshore business between 2010 and 2015. He was also head of risk monitoring for Global Shipping

at BNP Paribas.

Prior to that, Paul had served as head of shipping (London) at Fortis Bank, head of specialised

industries at Nomura International and as a corporate finance director of Barclays Bank and as a

director of its Shipping Industry Unit. Paul Barnes is British and resident in the United Kingdom. Paul

chairs the recently formed Management Engagement Committee.

Tufton Oceanic Assets Limited

Report of the Directors (continued)

Board Responsibilities and Corporate Governance (continued)

Board Members (continued)

Christine Rødsaether

Christine is a partner in law firm Simonsen Vogt Wiig, with more than 35 years' experience advising

clients in the international shipping and offshore sectors, in relation to design, construction, operation,

financing, sale and purchase of vessels and offshore installations, restructuring and reorganisation of

companies and financing of assets, representing major international financiers. Previously, she was a

partner in Andersen Legal ANS and a lawyer at Wikborg, Rein & Co. Christine has extensive board

experience, and currently serves on the boards of OSE listed chemical tanker and tank terminals owner

and operator Odfjell SE and privately owned Mosvolds Rederi and Lufttransport Adm. AS. Christine is

Norwegian and is resident in Norway.

Katriona Le Noury (“Trina”) – appointed 1 November 2023

Trina is a qualified chartered accountant with more than 20 years’ experience working in the funds

industry. Before becoming an independent non-executive director in 2023, she held senior

management positions at two separate Private Equity firms, including holding directorships on the

respective firms’ fund General Partner boards. She currently serves on the board of JPEL Private

Equity Limited and Fair Oaks Income Limited, both London listed investment companies, as well as

four private companies for a leading global private equity firm and two not-for-profit organisations.

Trina is British and a resident in Guernsey.

Conflicts of Interest

None of the Directors nor any persons connected with them had a material interest in any of the

Company’s transactions, arrangements or agreements at the date of this report and none of the

Directors has or had any interest in any transaction which is or was unusual in its nature or conditions

or significant to the business of the Company, and which was affected by the Company during the

year. At the date of this report, there are no outstanding loans or guarantees between the Company

and any Director.

Share Dealing Code

The Company has adopted a share dealing code, in conformity with the requirements of the Listing

Rules and the EU Market Abuse Regulation and takes steps to ensure compliance by the Board and

relevant senior staff with the terms of the policy.

Appointment, re-election and remuneration of Directors

As stated within the Corporate Governance Statement, due to the Board’s size, the Board has not

deemed it necessary to appoint a separate nomination committee and therefore the role typically

undertaken by such committee is currently conducted by the Board as a whole. The rules governing

the appointment and replacement of Directors are set out in the Company’s Articles. The Articles also

require that at each annual general meeting, all the Directors will submit themselves for re-election.

The Directors have overall responsibility for reviewing the size, structure and skills of the Board and

considering whether any changes are required, or new appointments are necessary to meet the

requirements of the Company's business or to maintain a balanced Board.

This is formally considered annually at the time of the Board, Chairman and Directors’ annual

performance appraisals.

Tufton Oceanic Assets Limited

Report of the Directors (continued)

Board Responsibilities and Corporate Governance (continued)

Appointment, re-election and remuneration of Directors (continued)

When considering new appointments, the Board ensures that a diverse group of candidates is

considered and that appointments are made against objective criteria, in accordance with the

Company’s Diversity & Inclusion Policy. In the process to recruit Ms Trina Le Noury to the Board the

services of OSA Recruitment Limited, an independent third-party consultant, were employed to

compile a list of candidates for the Board’s consideration. Initial interviews were carried out by the

Guernsey resident directors and second interviews were carried out by the rest of the Board using

video conferencing facilities. At the end of the selection process Ms Le Noury was identified as the

most suitable candidate for appointment to the Board. The Board have been briefed by their legal

advisers about their on-going responsibilities as directors and Ms Le Noury participated in a formal

induction process. It is the Board’s intention that a similar process will be followed for future

appointments.

The Company does not have a separate remuneration committee as the Board as a whole fulfils the

function of a remuneration committee, which includes the review on at least an annual basis of the

remuneration of the Directors in accordance with the Company’s remuneration policy and market

information. The Company’s policy is for Directors to be remunerated in the form of fees which are

paid quarterly in arrears. No element of the Directors’ remuneration is performance-related, and no

Director is involved in setting his or her own remuneration.

Fees payable to the Directors should reflect the time spent by the Board on the Company’s affairs and

the responsibilities borne by the Board and should be sufficient to enable high calibre candidates to

be recruited to the Board, ultimately contributing to a composition of the Board that is balanced and

effectively discharges stewardship of the Company’s affairs.

Annual performance appraisal

The performance of the Board, committees and individual Directors have been formally and rigorously

evaluated by a self-assessment process coordinated by the Administrator who circulates the findings

to the Board. This evaluation is performed annually. The last annual review took place in June 2024

with the next annual review taking place in June 2025. Evaluation of the Chairman is led by the

Chairman of the Audit Committee, who carries out the functions of a senior independent director.

Audit Committee

The Board delegates certain responsibilities and functions to the Audit Committee. Stephen Le Page

is the chairman of the Company's Audit Committee which also includes Paul Barnes, Trina Le Noury

and Christine Rødsaether.

In discharging its responsibilities, the Audit Committee will review the annual and half yearly financial

statements, the risks to which the Company is subject, the system of internal controls, and the terms

of appointment and remuneration of the Independent Auditor. It is also the forum through which the

Auditor reports to the Board. The Audit Committee is expected to meet at least twice a year.

The objectivity of the Independent Auditor will be reviewed by the Audit Committee, which will also

review the terms under which the Independent Auditor is appointed to perform non-audit services. The

Audit Committee will review the scope and results of the audit, its cost effectiveness, quality of work

and the independence and objectivity of the Auditor, with particular regard to non-audit services and

fees.

Tufton Oceanic Assets Limited

Report of the Directors (continued)

Board Responsibilities and Corporate Governance (continued)

Appointment, re-election and remuneration of Directors

The members of the Audit Committee consider that they collectively have the requisite skills and

experience to fulfil the responsibilities of the audit committee. Given Mr Le Page’s skills and financial

experience, the Board has satisfied itself that at least two members of the Audit Committee has recent

and relevant financial experience.

Other Committees

The Company formed a Management Engagement Committee chaired by Paul Barnes in 2023, which

also includes Stephen Le Page, Rob King, and Christine Rødsaether.

The functions of the Management Engagement Committee are to review annually the compliance by

the Investment Manager with the Company's investment policy as established by the Board and with

the Investment Management Agreement (“IMA”) entered into between the Company and the

Investment Manager; and to review annually the performance and remuneration of any other service

providers to the Company.

During the year, the Committee has reviewed the contractual relationship with and the performance of

all the service providers to the Company, and in particular the Investment Manager. As part of the

review process, the Committee concluded that service providers are performing in accordance with

the Company’s expectations and contractual arrangements, and that their continued appointment is in

the best interests of shareholders.

Operation of the Board

It is the responsibility of the Board to ensure that there is effective stewardship of the Company's

affairs. A formal schedule of matters reserved for decision of the Board has been adopted. This

includes the following items:

• changes to the structure, size and composition of the Board,

• the appointment of directors to specified offices of the Board, including the Chairman and

senior independent director,

• board succession planning, training, development and evaluation,

• overall leadership of the Company and setting values and standards, and

• on-going review of the Company’s Investment strategy, investment objectives and

investment policy.

The Board and Investment Manager work closely together, with the Investment Manager attending

and presenting at quarterly Board meetings. At each of these meetings the Board assess, discuss and

challenge the Investment Manager’s performance in terms of investment performance, risk and the

management and impact of operational issues within the portfolio. During the current period, the Board

has not identified any issues with the Investment Manager’s performance.

The Board meet at least quarterly to review the overall business of the Company and to consider the

matters specifically reserved for it. The quorum at Directors’ meetings is two Directors present in

person or by telephone and they are held in Guernsey.

Tufton Oceanic Assets Limited

Report of the Directors (continued)

Board Responsibilities and Corporate Governance (continued)

Operation of the Board (continued)

Detailed information is provided by the Investment Manager, Asset Manager and Administrator for

these meetings and additionally at regular intervals to enable the Directors to monitor compliance with

the investment objective and the investment performance of the Company both in an absolute and

relative sense. Overall Company strategy is discussed in detail at quarterly meetings of the Board of

Directors and at ad hoc board meetings when required. Directors also have the opportunity to discuss

these and any other matters with the Investment Manager outside of the Board of Directors meetings

as appropriate.

The Directors are provided with standard papers in advance of each quarterly meeting to allow the

review of several key areas including the Company's investment activity over the quarter relative to its

investment policy; the global shipping industry; the revenue and financial position; gearing,

performance; share price discount or premium (both absolute levels and volatility); and relevant

industry and macro-economic issues.

The Board also receive quarterly reports analysing and commenting on the composition of the

Company's share register and monitoring significant changes to shareholdings.

Independent Auditor

The Audit Committee is responsible for overseeing the Company’s relationship with the Independent

Auditor, including making recommendations to the Board on the appointment of the Independent

Auditor and their remuneration. PricewaterhouseCoopers CI LLP (“PwC”) was originally appointed as

the Company’s Independent Auditor on 20 December 2017.

The Auditor, PwC, has indicated its willingness to remain in office. A resolution for the reappointment

of PwC was proposed and approved at the AGM on 24 October 2023. Another resolution for their

appointment will be proposed at the AGM on 24 October 2024.

Service Providers

The Investment Manager / Alternative Investment Fund Manager (“AIFM”)

Tufton Investment Management Ltd, a specialist investment manager in maritime markets since 2000,

has been appointed as the Investment Manager. Since its inception in 1985, the Investment Manager

has been focused on financial services to this industry.

As of 30 June 2024, the Investment Manager manages investments of c.US$0.8 billion and mandated

capital of c. US$1.5 billion. Whilst the Board has responsibility for all the strategic decision making

(including acquisitions, disposals, financing, capital expenditure, charters and other material contracts)

required by the Company, matters concerning the operations of the vessels (within the approved

budgets and parameters set by the Board for the Company and the SPVs) are delegated to the

Investment Manager.

As of 30 June 2024, the Tufton Group of which the Investment Manager is part, had 29 employees

operating from offices in London, Isle of Man and Cyprus. The Investment Manager is fully dedicated

to the shipping industry with in-house research and dedicated Asset Manager providing services to

each vessel purchased.

Tufton Oceanic Assets Limited

Report of the Directors (continued)

Service Providers (continued)

The Investment Manager / Alternative Investment Fund Manager (“AIFM”) (continued)

As described in the Prospectus, the Investment Manager has an established track record in managing

segregated mandates for pension funds with similar investment objectives to those of the Company.

The Investment Manager's employees have significant experience of investing and financing in the

shipping industry. Each member of their Investment Committee has between 20 and 40 years of

experience in the maritime financial markets either from investment banking, commercial banking or

from the vessel owning/operating perspective.

The Investment Manager’s role encompasses the identification of appropriate transaction

opportunities, conducting necessary due diligence, making recommendations to the Board and

completing the proposed transactions on behalf of the Company.

The Investment Manager (in conjunction with the Asset Manager) will also monitor the performance of

the Company's portfolio. The Investment Manager, which acts as the Company's AIFM under the

AIFMD, is authorised and regulated by the FCA.

Investment Committee

The Investment Manager has established an Investment Committee.

Each investment proposal is reviewed by the Investment Committee which meets on a weekly basis.

In reviewing each potential investment, the Investment Committee considers a range of factors

including a detailed analysis of the vessel's technical condition and other analyses from the Asset

Manager, a full risk/reward analysis, downside stress testing, commercial/employment strategy, effects

of adding moderate leverage in accordance with Company policy, market outlook, credit quality of

charterer, market reputation of counterparties, deal modelling, exit strategy and any macro analysis

that might be necessary to fully understand the investment. The Investment Manager is committed to

Responsible Investment and integrates ESG factors into its investment process. The Investment

Manager reviews the environmental footprint of new vessel acquisitions as well as KPIs of technical

managers on safety and fulfilling regulatory requirements. Should the Investment Committee be in

favour of an acquisition, an appropriate recommendation will be made to the Board who would

ultimately determine whether an acquisition should be made.

Asset Manager

Tufton Management Limited was established in 2009 to act as the Asset Manager for vessels owned

by funds and investment vehicles managed or advised by Tufton Group.

The Asset Manager subcontracts technical services from associated company Tufton Asset

Management Limited, based in Cyprus, which employs professionals who have experience in all

aspects of ship management including special surveys, maintenance, repair and negotiation of

commercial agreements for vessel employment and provides the services detailed in the Prospectus.

The Asset Manager enters into an asset management agreement with each SPV and with effect from

1 July 2022 receives a fee of US$200 per vessel per day.

Tufton Oceanic Assets Limited

Report of the Directors (continued)

Service Providers (continued)

Administrator and Secretary

Apex Administration (Guernsey) Limited (“Apex”) has been appointed as administrator and secretary

to the Company, pursuant to the Administration Agreement dated 27 February 2017 and to LSA,

pursuant to the Administration Agreement dated 20 April 2018. Apex was incorporated with limited

liability in Guernsey on 20 January 2010 and is licensed by the Guernsey Financial Services

Commission under the Protection of Investors (POI) Law. Apex is also regulated under The Regulation

of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law,

2020.

The Administrator forms part of the Apex Group Ltd (“Apex Group”) established in Bermuda in 2003.

Apex Group is a global financial services provider which delivers an extensive range of services to

asset managers, capital markets, private clients and family offices. The group employs over 13,000

staff in over 100 offices worldwide and collectively administers in excess of US$200 billion in assets.

The Administrator provides day-to-day administration services to the Company and is also responsible

for the Company’s general administrative and secretarial functions such as the calculation of the NAV,

compliance with the Code and maintenance of the Company’s accounting and statutory records.

Depositary

Apex Depositary (UK) Limited has been appointed as depositary to the Company, pursuant to the

Depositary Agreement dated 4 November 2022. The role of the depositary will ensure that investment

instructions from the Investment Manager comply with the Law or Constitutional Documents of the

Fund. Apex Depositary (UK) Limited is an active company incorporated on 25 October 2013 with the

registered office located in London. The Depositary also forms part of the Apex Group noted above.

Registrar

Computershare Investor Services (Guernsey) Limited was appointed as registrar to the Company

pursuant to the Registrar Agreement dated 27 February 2017. In such capacity, the Registrar is

responsible for the transfer and settlement of shares held in certificated and uncertificated form. The

Disclosure Obligations

Shareholders are obliged to comply, from Admission, with the shareholding notification and disclosure

requirements set out in Chapter 5 of the Disclosure Guidance and Transparency Rules. The

Administrator will monitor disclosure with reference to changes in shareholdings.

Annual Report and Financial Statements

The Board of Directors is responsible for preparing the Annual Report and Financial Statements. The

Audit Committee advises the Board on the form and content of the Annual Report and Financial

Statements, any issues which may arise and any specific areas which require judgement.

Tufton Oceanic Assets Limited

Report of the Directors (continued)

Anti-bribery and corruption

The Board acknowledges that the Company’s international operations may give rise to possible claims

of bribery and corruption. In consideration of the UK Bribery Act the Board reviews the perceived risks

to the Company arising from bribery and corruption to identify aspects of the business which may be

improved to mitigate such risks.

The Board has adopted a zero-tolerance policy towards both bribery and corruption and has reiterated

its commitment to carry out business fairly, honestly and openly. Since April 2019, Tufton is an active

member of the Maritime Anti-Corruption Network (“MACN”), a global network to eliminate corruption

in the industry.

In respect of the UK Criminal Finances Act 2017 which introduced a Corporate Criminal Offence of

‘failing to take reasonable steps to prevent the facilitation of tax evasion’, the Board confirms that it is

committed to zero tolerance towards the criminal facilitation of tax evasion.

Modern slavery

The Company, through its Investment Manager seeks to ensure that all charter counterparties have

policies and procedures which prevent any possibility of slavery or similar issues on the vessels

comprising the fleet. The Investment Manager has such policies and procedures in its own right which

govern the ship management contracts used to appoint technical managers.

General Data Protection Regulation (“GDPR”)

The Board, through enquiry of its service providers, has ensured that the requirements of GDPR and

its equivalent legislation in the UK and Guernsey, are met by them when they process any data on

behalf of the Company.

Alternative Investment Fund Managers Directive (“AIFMD”)

The Investment Manager, Tufton Investment Management Ltd, has been authorised by the FCA as a

Full Scope Registered UK AIFM under the AIFMD. The funds managed by the AIFM, including the

Company, are now defined as Alternative Investment Funds and are subject to the relevant articles of

the AIFMD.

The Company notes that while AIFMD no longer binds the UK in its implementation, a domestic regime

has been put in place regulating the management and marketing of AIFs in the UK, which generally

maintains the AIFMD rules as implemented at the end of the transition period with respect to the UK’s

departure from the European Union on 31 December 2020.

Internal control and financial reporting

The Board is responsible for establishing and maintaining the system of internal controls required by

the Company’s operations. These internal controls are undertaken by the service providers. Internal

control systems are designed to meet the specific needs of the Company and the risks to which it is

exposed, and, by their very nature, provide reasonable, but not absolute, assurance against material

misstatement or loss.

Tufton Oceanic Assets Limited

Report of the Directors (continued)

Internal control and financial reporting (continued)

The key procedures which have been established to provide effective internal controls include:

• Apex Administration (Guernsey) Limited (“Apex”) is responsible for the provision of

administration, accounting and company secretarial duties. Apex also provides compliance

oversight in respect of the Company and its activities. As the Company itself has no IT systems

and relies on the IT systems of its service providers, Apex additionally has a role in cyber

security and the protection of the Company’s data through the operation of Information Security

Protection Controls. Apex staff are also regularly trained in order to minimise the risk of an

accidental data breach;

• Tufton Investment Management Ltd is the Investment Manager and provides portfolio

management and risk management services to the Company. It is also the AIFM for the

purposes of AIFMD;

• Tufton Management Limited, an affiliate of the Investment Manager, provides Asset

Management services to each underlying SPV;

• Tufton Corporate Services, an affiliate of the Investment Manager, provides administration,

accounting and company secretarial services for the SPVs;

• Computershare Investor Services (Guernsey) Limited is responsible for the provision of

Registrar services;

• the Board clearly defines the duties and responsibilities of the Company’s agents and advisers

in the terms of their contracts;

• the Board receives assurances from the Company’s agents and advisers that any amendments

required as a result of regulatory change, are actioned accurately and promptly; and

• the Board reviews financial information and compliance reports produced by the Administrator

on a regular basis.

The Board and Audit Committee have reviewed the Company’s risk management and internal control

systems and believe that the controls are satisfactory given the size and nature of the Company.

Responsible Investment, Sustainability and ESG Policy

The Company’s 2023 Sustainability Report can be found on the Company’s website,

(www.tuftonoceanicassets.com).

The Sustainability Report sets out the combined approach of the Investment Manager and the

Company to the integration of sustainability risks and responsible investment principles in its

investment decision making and asset ownership practices. The Investment Manager seeks to align

the Company’s strategy with best practices and market standards in all ESG and Responsible

Investment matters.

The Investment Manager believes upholding high standards of ESG and responsible investment

principles and practices are an essential tool for managing the risks presented by challenges such as

climate change, social inequality and human rights issues, delivering long-term value and positive

returns for the Company’s shareholders as part of the Company’s investment objectives, and ensuring

the continued sustainability of shipping as a whole.

Tufton Oceanic Assets Limited

Report of the Directors (continued)

Responsible Investment, Sustainability and ESG Policy (continued)

The Sustainability Report includes further details on the Company’s approach to stakeholder

engagement, human rights and anti-bribery practices, together with how the activities of the Company

are aligned with recognised ESG standards such as the UN’s Sustainable Development Goals. In

accordance with the Policy, the Directors have requested that the Investment Manager consider the

broader social, ethical and environmental issues of the vessels within the Company’s portfolio,

acknowledging that companies failing to manage these issues adequately run a long-term risk to the

sustainability of their businesses and that this reflects stakeholders’ views.

More specifically, the Board expect companies to demonstrate ethical conduct, effective management

of their stakeholder relationships, responsible management and mitigation of social and environmental

impacts, as well as due regard for wider societal issues.

The Directors along with the Investment Manager recognise the value of integrating principles of

Responsible Investment into the investment management process and ownership practices in the

belief that this can have an impact on long-term financial performance. The Sustainability Report has

further information on how the Investment Manager practically implements and considers the Policy

when making investment decisions.

Viability statement

The Board, in assessing the long-term viability of the Company, has paid particular attention to the

Principal Risks and Uncertainties faced by the Company as disclosed on pages 20 to 23 of these

financial statements. The Company is also required to hold a continuation vote at the AGM to be held

24 October 2024. Notwithstanding this, the Board have determined that a three-year viability period is

the most appropriate for viability testing since they are advised by their corporate brokers that the

shareholders are unlikely to vote for discontinuation. The Board has considered the cashflow-weighted

average length of its charters. In addition, the Board has considered the cash flow projection for the

running costs of the Company to ensure the Company retains sufficient cash to meet its operating

costs until the end of the viability period and is therefore able to sustain its business model and

structure, including the payment of dividends at the announced target level.

The Board has also considered the cash flow projections for the Company and its SPVs in two market

stress scenarios. The Board has considered the results of a viability test wherein the primary sensitivity

of an extended period of market stress results in time charter rates staying below the historic median

levels over the entire three-year forecast period. The most extreme scenario modelled resulted in

unrestricted cash balances being exhausted in late 2025, but in the very remote event of such a cash

shortage arising this would be addressed through one or all of the following significant actions: the

sale of the Gas Tanker Neon after completion of its current charter in mid-2025, the deferral of

discretionary capital expenditure, and/or the deferral or reduction of any dividend payment.

These scenarios allow for consistently low charter rates and even charter default. The Directors have

also assumed that given the Company’s recent level of performance, it is reasonable to assume that

the continuation vote will be passed. As a result, the Directors have a reasonable expectation that the

Company will be able to continue in operation and meet its liabilities as they fall due and that the

business model will remain applicable during the viability period.

Tufton Oceanic Assets Limited

Report of the Directors (continued)

Going concern

In assessing the going concern basis of accounting the Directors have, together with discussions and

analysis provided by the Investment Manager, had regard to the guidance issued by the Financial

Reporting Council. They have considered the possible impact of recent market volatility and

geopolitical events on the current and future operations of the Company and its investments. Cash

reserves are held at the LSA and SPV levels and rolled up to the Company as required to enable

expenses to be settled as they fall due.

The Company is required to hold a vote on the Continuation of the Company at the AGM on 24 October

2024. During the year the Investment Manager and Brokers engaged major shareholders regarding

their voting intentions, and as a result of these discussions and given the positive performance of the

Company for its life to date, the Directors hold the view that the Continuation Vote will be for the

Company to continue its operations. In the event the vote does not pass, the Board have six months

in which to bring forward proposals for the future of the Company.

The Directors are satisfied that, at the time of approving the financial statements, no other material

uncertainties exist that may cast significant doubt concerning the Company’s ability to continue for the

foreseeable future concluding that the Company has adequate resources to continue in operational

existence for at least twelve months from the date of approval of the financial statements. For these

reasons, the Directors continue to adopt the going concern basis in preparing the financial statements.

Further Details of Continuation Vote

In accordance with the prospectus published 25 September 2018, the Directors will propose an

ordinary resolution at the annual general meeting to be held 24 October 2024 that the Company

continues its business (a “Continuation Resolution”). If this Continuation Resolution is passed, then

the Directors shall every three years thereafter at the annual general meeting held, following the

publication of the audited accounts, propose a further Continuation Resolution.

Shareholders’ significant interests

The following shareholders had notified to the Company a substantial interest of 5% or more of the

issued share capital as at 30 June 2024.

% of issued share capital

East Riding Pension Fund

10.48

South Yorkshire Pensions Authority

9.85

Schroder Investment Management

9.69

West Yorkshire Pensions Fund

8.09

Raymond James Investment Services

6.63

The Directors place a great deal of importance on communication with shareholders. They request

regular updates from the Company’s Brokers and financial advisers on their communications with

shareholders. They can also be contacted via the email address provided in the Chairman’s Statement.

The Annual Report and Audited Financial Statements are also distributed to other parties who have

an interest in the Company’s performance. Additional information on the Company can be obtained

through the website www.tuftonoceanicassets.com, which is maintained by the Investment Manager.

Tufton Oceanic Assets Limited

Report of the Directors (continued)

Shareholders’ significant interests (continued)

The Notice of the Annual General Meeting is included within the Annual Report and Audited Financial

Statements and is sent out at least 20 working days in advance of the meeting, in accordance with the

AIC Code. All shareholders have the opportunity to put questions to the Board or the Investment

Manager formally at the Company’s Annual General Meeting.

The Company Secretary and Investment Manager are available to answer general shareholder queries

at any time throughout the year. The Company can be contacted via the Company Secretary or

SHIP@tuftonoceanicassets.com.

The Company confirms that there is no information that is required to be disclosed under Listing Rule

9.8.4.

Approved by the Board of Directors on 25 September 2024 and signed on behalf of the Board by:

………………………… …………………………

Rob King Stephen Le Page

Director Director

Tufton Oceanic Assets Limited

Audit Committee Report

Chairman’s introduction

I am pleased to present to you the Audit Committee report prepared in accordance with the current

AIC Code, which reflects the UK Corporate Governance Code to the extent that it is applicable to

investment companies.

The terms of reference for the committee are available on the Company’s website,

www.tuftonoceanicassets.com. During the year ended 30 June 2024 and to the date of this report, the

main areas of activity have been as follows:

• reviewing and assessing the Principal Risks and Uncertainties (as set out on pages 20 to 23);

• reviewing the accounting policies for the Company to ensure they remain appropriate for the

preparation of the Company’s Annual Report and Audited Financial Statements;

• reconsidering the areas of judgment or estimation arising from the application of International

Financial Reporting Standards to the Company’s activities and the documentation of the

rationale for the decisions made and estimation techniques selected, to ensure they remain

appropriate;

• meeting with the Independent Auditor, PwC, to review and discuss their independence,

objectivity and proposed scope of work for their audit of this Annual Report;

• meeting with the Company’s principal service providers to review the controls and procedures

operated by them to ensure that the Company’s risks are properly managed and that its

financial reporting is complete, accurate and reliable; and

• reviewing in detail the content of this Annual Report, the work of the service providers in

producing it and the results of the external audit.

Membership and Role of the Committee

The Board has delegated certain responsibilities and functions to the Audit Committee. Stephen Le

Page is the chairman of the Company's Audit Committee which also includes Paul Barnes, Trina Le

Noury and Christine Rødsaether. In discharging its responsibilities, the Audit Committee will review

the annual and half yearly financial statements, the risks to which the Company is subject, the system

of internal controls, and the terms of appointment and remuneration of the Independent Auditor. It is

also the forum through which the Auditor reports to the Board. The Audit Committee is expected to

meet at least twice a year.

The Committee discharges its responsibilities through a series of scheduled meetings, the agendas of

which are linked to events in the financial calendar of the Company. The Committee met two times

during the year ended 30 June 2024 and once more since the year end. The Independent Auditors

attended all of these meetings.

Internal control

The Board reviews the internal controls of the Company’s service providers, who are required to

establish and maintain appropriate systems of internal control, by reviewing regular reports from the

service providers. The Board also ensures segregation of duties between the service providers.

Tufton Oceanic Assets Limited

Audit Committee Report (continued)

Internal control (continued)

In addition, the Board seeks to make visits to certain service providers periodically to assess their

organisation and culture and to meet the individuals responsible for key functions. The Audit

Committee, and particularly the Chairman of the Committee, also closely monitors the financial

reporting process and the tasks undertaken in the production of the Annual Report.

This has involved discussions with the Administrator of the Company, the administrator of the Isle of

Man SPVs and the Investment Manager.

Review of accounting policies and areas for judgment or estimation

These financial statements reflect the application of the accounting policies and estimation techniques

originally set out in the Company’s Prospectus for its IPO in December 2017. The Audit Committee

confirms that they are still considered to be appropriate.

In particular, the following are the significant issues that the Audit Committee considered relating to

the financial statements:

• the application of IFRS 10 – Consolidated Financial Statements (“IFRS 10”) to the Company,

on page 63;

• the detailed approach to arriving at the estimate of fair value for each vessel, SPV and the

Guernsey holding company, LSA; and

• the determination of the Company’s viability and the applicability of the going concern

assumption, on page 44 and 45.

These financial statements reflect the outcome of those discussions. In addition, the Independent

Auditor’s proposed scope of work in connection with these areas and the statements in general was

agreed.

Fair value estimation

The majority of the NAV of the Company is derived from the fair value of the vessels owned by the

Company’s indirect SPV subsidiaries, which are themselves held by the Company’s subsidiary, LSA.

The Company has chosen to use values provided by the Investment Manager, which uses valuation

techniques appropriate to each vessel, as its best estimate of fair value. For the majority of the fleet

this comprises values sourced from VesselsValue. Exact details of the valuation techniques applied to

the vessels and of how the Company’s NAV is derived is given in Note 12 to these financial statements.

The Committee has paid particular regard to evaluating these techniques to ensure they are in

accordance with market methodology, based on accurate information, reliable and appropriate. The

sensitivity of these valuations to various input assumptions is given in Note 12, to enable readers of

these financial statements to make their own assessment of the carrying values.

The Committee is satisfied that these techniques are reasonable and appropriate for use in the

preparation of these financial statements.

Performance fee

Per the terms of the IMA, the Company accrues performance fees based on the size of the investment

and the continued performance throughout the FY. The accrual at year end is US$nil (2023: US$nil).

The Board reviews and approves the calculation.

Tufton Oceanic Assets Limited

Audit Committee Report (continued)

External audit

During the year ended 30 June 2024, and up to the date of this report, the Committee held formal

meetings with the Independent Auditor on two occasions, and in addition the Chair of the Committee

has spoken to them informally on several occasions. These informal conversations have been held to

ensure the Chairman is kept up to date with the progress of the audit work, and that the Independent

Auditor’s formal reporting meets the Committee’s needs.

The formal meetings included detailed reviews of the proposed fees and scope of the work to be

performed by PwC in their audit for the year ended 30 June 2024. They also included detailed reviews

of the results of this work, and the audit findings and observations. I am pleased to report that there

are no matters arising from the Independent Auditor’s work which should be brought to the attention

of shareholders.

The Committee has also reviewed PwC’s report on PwC’s own independence and objectivity, including

the level of non-audit services provided by them. There were no non-audit services carried out during

the year.

The Committee has therefore concluded that PwC is independent and objective, carries out its work

to a high standard, and provides concise but useful reporting. The committee notes, following PwC

rotation rules, Ross Burne has been appointed the new engagement leader. Accordingly, the

Committee has recommended a resolution for their appointment to be proposed at the AGM on 24

October 2024.

Annual report

The Committee members have each reviewed this Annual Report and earlier drafts of it in detail,

comparing its content with their own knowledge of the Company, reporting requirements and

shareholder expectations. Formal meetings of the Committee have also reviewed the report and its

content and have received reports and explanations from the Company’s service providers about the

content and the financial results.

The Committee has concluded that the Annual Report, taken as a whole, is fair, balanced and

understandable, and that the Board can reasonably and with justification make the Statement of

Directors’ Responsibilities on pages 30 to 31.

…………………………

Stephen Le Page

Chairman of the Audit Committee

Independent Auditor’s report to the members of Tufton

Oceanic Assets Limited

Independent Auditor’s report

Report on the audit of the financial statements

Our opinion

In our opinion, the financial statements give a true and fair view of the financial position of Tufton Oceanic Assets

Limited (the “company”) as at 30 June 2024, and of its financial performance and its cash flows for the year then ended

in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS

Accounting Standards”) and have been properly prepared in accordance with the requirements of The Companies

(Guernsey) Law, 2008.

What we have audited

The company’s financial statements comprise:

● the statement of financial position as at 30 June 2024;

● the statement of comprehensive income for the year then ended;

● the statement of changes in equity for the year then ended;

● the statement of cash flows for the year then ended; and

● the notes to the financial statements, comprising material accounting policy information and other explanatory

information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (“ISAs”). 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 of the company, as required by the Crown Dependencies’ Audit Rules and Guidance. We have

fulfilled our other ethical responsibilities in accordance with these requirements.

Material uncertainty related to going concern

We draw attention to note 2(m) in the financial statements, which indicates that the company is due to hold a

continuation vote at its Annual General Meeting in October 2024. This event or condition indicates that a material

uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion

is not modified in respect of this matter.

Our audit approach

Overview

Audit scope

● The company is a closed-ended investment company, incorporated and based in Guernsey, whose ordinary

shares are admitted to trading on the London Stock Exchange’s Specialist Fund Segment.

● The financial statements consist of the standalone parent company financial information and include the

company’s investment into its directly held subsidiary (the “subsidiary"). The subsidiary in turn holds directly

and indirectly Special Purpose Vehicles (“SPVs”) through which the underlying vessels are held.

● The financial statements are not consolidated but instead present the fair value of the subsidiary which

includes the fair value of the underlying vessels held via the SPVs and the other residual net assets of the

subsidiary and SPVs.

● The principal activities of the company comprise investing in a diversified portfolio of vessels through its

subsidiary based in Guernsey and the SPVs based in the Isle of Man.

Independent Auditor’s report to the members of Tufton

Oceanic Assets Limited (continued)

● We conducted our audit of the financial statements based on financial information provided by the

company’s service providers, Apex Administration (Guernsey) Limited (the “Administrator”) and Tufton

Investment Management Ltd (the “Investment Manager”) to whom the Board of Directors have delegated

certain administrative functions and other activities.

Key audit matters

● Material uncertainty related to going concern.

● Valuation and ownership/existence of financial assets at fair value through profit or loss.

Materiality

● Overall materiality: US$9.02 million (2023: US$8.26 million) based on 2% of net assets.

● Performance materiality: US$6.77 million (2023: US$6.19 million).

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial

statements. In particular, we considered where the directors made subjective judgements; for example, in respect of

significant accounting estimates that involved making assumptions and considering future events that are inherently

uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including

among other matters, consideration of whether there was evidence of bias that represented a risk of material

misstatement due to fraud.

Key audit matters

Key audit matters are those matters that, in the auditor’s professional judgement, were of most significance in the 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) identified by the auditors, including those which had the greatest effect on: the overall

audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters,

and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of

the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.

In addition to the matter described in the Material uncertainty related to going concern section, we have determined the

matters described below to be the key audit matters to be communicated in our report.

This is not a complete list of all risks identified by our audit.

Key audit matter

How our audit addressed the Key audit matter

Valuation and ownership/existence of financial assets at

fair value through profit or loss (the “investments”)

Please refer to Notes 2(j), 3 and 4 to the financial statements.

Valuation

The Company’s financial assets at fair value through profit

and loss amounting to US$444.14 million comprises the

Company’s holding in its unconsolidated direct subsidiary

which further invests into SPVs (together the “entities”). The

SPVs ultimately invest into a portfolio of shipping vessels (the

“underlying portfolio”) and/or other residual net assets. The

fair value of the direct subsidiary investment has been

determined based on the fair value of (a) the underlying

portfolio and (b) the other residual net assets within the

entities.

The fair value of the underlying portfolio has been assessed

Valuation

• We assessed the accounting policy for

investments, as set out in note 2(j) for compliance

with IFRS Accounting Standards.

• We obtained an understanding and evaluated the

design and implementation of internal controls

surrounding the valuation process.

For standard vessels:

• We assessed the third-party vessel valuation

service’s reputation, independence, competence

and expertise through independent research,

enquiry with the Investment Manager and auditor’s

experts.

• We inspected and observed the independent

Independent Auditor’s report to the members of Tufton

Oceanic Assets Limited (continued)

using methodologies deemed most appropriate by the

Investment Manager and the Board, taking into account

whether the vessels are standard or specialised. In certain

cases, management also consults an independent broker to

establish the fair value of standard vessels.

The Board has detailed their considerations regarding

estimation areas for vessel valuation in Note 3. Note 4

provides a breakdown of the investments, while Note 12

outlines the key assumptions used in the valuations. Both the

Board and the Investment Manager apply significant

judgment and estimates in determining the fair values of the

underlying portfolio.

For the residual net assets within the entities there is also a

risk that the valuations may be materially misstated arising

from the misstatement of other assets and liabilities.

Ownership/Existence

The company's ownership in its subsidiary and the SPVs

includes unlisted equity securities and shareholder loans so

there is no central independent depository or custodian.

Similarly, there is no central depository or custodian for each

vessel. The investment in the subsidiary, SPVs, and vessels

is verified through legal ownership of the equity shares and

the underlying portfolio.

As a result of the above and given the significance of this

balance in the statement of financial position, the valuation

and ownership/existence of financial assets at fair value

through profit or loss are considered key audit matters.

valuations being obtained by the Investment

Manager in respect of ‘charter free’ values from the

third-party vessel valuation service.

• We assessed and challenged the charter lease

contract adjustments made by the Investment

Manager by comparing the actual charter rates, as

documented by the SPVs for each vessel, to the

market charter rates.

• Where material, we assessed and agreed any

capital expenditure adjustments to appropriate

supporting documentation.

• We agreed key inputs used by the third-party

vessel valuation service to independent sources or

underlying agreements (which included such

details as the vessel build year, type, size etc).

• We assessed and evaluated the discount rate used

by the third-party valuation service in calculating the

charter lease contracts adjustments through

enquiry with our auditor’s expert.

• We conducted back testing procedures by

comparing the proceeds received from the sale of

vessels to the most recent valuations recorded in

the SPVs'.

For specialised vessels:

• We reviewed and agreed the significant inputs

used in the model against signed agreements on

a sample basis.

• We recalculated and assessed the exit values at

the end of the fixed charter period based on the

terms applicable to each vessel, considering

management's intentions or agreements with

counterparties (such as scrap value or depreciated

replacement cost, etc.).

• We assessed the counterparty credit conditions

as at 30 June 2024 and challenged the

reasonableness of the discount rate applied by

benchmarking them to market discount rates

used by the third-party vessel valuation service.

• We recalculated each vessel’s discounted cash

flow model to confirm their mathematical accuracy.

For vessels valued by an independent broker:

• We obtained the independent broker valuations

and evaluated the reliability, independence, and

reputation of the broker.

• We contacted the independent broker directly to

confirm our understanding of the valuation

methodology used for the respective vessels.

Use of auditor experts:

• We engaged valuation experts within the PwC

Independent Auditor’s report to the members of Tufton

Oceanic Assets Limited (continued)

network to assess and evaluate the

reasonableness and reliability of the third-party

vessel valuation service, including the discount

rates applied and valuation of two standard

vessels. The expert also evaluated the reliability of

the independent broker used.

As it relates to the residual net assets of the subsidiary and

SPVs:

• We recalculated the mathematical accuracy of the

net asset values of the SPVs. This involved

reconciling the net asset values of the SPVs with

the subsidiary’s financial records and

subsequently with the company’s financial

records.

• We agreed cash and loan balances back to

independently received confirmations from third

party financial institutions.

• Performed sample based substantive testing on

the residual net assets.

Ownership/Existence

• We obtained an understanding and evaluated the

design and implementation of internal controls

surrounding the ownership/existence process.

• We agreed the shareholdings of the directly held

subsidiary as well as the SPVs to share registers

and agreements.

• Where appropriate, we independently confirmed

the titles of all vessels with the respective

recognised Shipping Authorities as of June 30,

2024. For one vessel, we conducted alternative

audit procedures to verify its existence since the

flag country's register is not available for public

inquiry.

• On a sample basis, we utilised open-source vessel

tracking resources to corroborate that the vessels

were operational.

We have not identified any matters to report to those

charged with governance.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the

financial statements as a whole, taking into account the structure of the company, the accounting processes and

controls, and the industry in which the company operates, and we considered the risk of climate change and the

potential impact thereof on our audit approach.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for

materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the

nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in

evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Independent Auditor’s report to the members of Tufton

Oceanic Assets Limited (continued)

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

Overall materiality

US$9.02 million (2023: US$8.26 million)

How we determined it

2% of net assets

Rationale for the materiality benchmark

We believe that ‘net assets’ is the most appropriate benchmark because

this is the key metric of interest to the members of the company. It is also

a generally accepted measure used for investment funds.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected

and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining

the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and

disclosures, for example in determining sample sizes. Our performance materiality was 75% (2023: 75%) of overall

materiality, amounting to US$6.77 million (2023: US$6.19 million) for the company financial statements.

In determining the performance materiality, we considered a number of factors – the history of misstatements, risk

assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of

our normal range was appropriate.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above

US$0.45 million (2023: US$0.41 million), as well as misstatements below that amount that, in our view, warranted

reporting for qualitative reasons.

Reporting on other information

The other information comprises all the information included in the Annual Report and Audited Financial Statements

(the “Annual Report”) but does not include the financial statements and our auditor’s report thereon. The directors are

responsible for the other information.

Our opinion on the financial statements does not cover the other information and we do not express any form of

assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the financial statements or our knowledge

obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we

conclude that there is a material misstatement of this other information, we are required to report that fact. We have

nothing to report based on these responsibilities.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for the preparation

of the financial statements that give a true and fair view in accordance with IFRS Accounting Standards, the

requirements of Guernsey law 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 will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

Independent Auditor’s report to the members of Tufton

Oceanic Assets Limited (continued)

considered material if, individually or in aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data

auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing

complete populations. We will often seek to target particular items for testing based on their size or risk characteristics.

In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample

is selected.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism

throughout the audit. We also:

● Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,

design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and

appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud

is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control.

● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the

company’s internal control.

● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and

related disclosures made by the directors.

● Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the

audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast

significant doubt on the company’s ability to continue as a going concern over a period of at least twelve months

from the date of approval of the financial statements. If we conclude that a material uncertainty exists, we are

required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such

disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up

to the date of our auditor’s report. However, future events or conditions may cause the company to cease to

continue as a going concern.

● Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and

whether the financial statements represent the underlying transactions and events in a manner that achieves fair

presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing

of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during

our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other matters that may

reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or

safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most

significance in the audit of the financial statements of the current period and are therefore the key audit matters. We

describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or

when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because

the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such

communication.

Use of this report

This independent auditor’s report, including the opinions, has been prepared for and only for the members as a body in

accordance with Section 262 of The Companies (Guernsey) Law, 2008 and for no other purpose. We do not, in giving

these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is

shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Independent Auditor’s report to the members of Tufton

Oceanic Assets Limited (continued)

Report on other legal and regulatory requirements

Company Law exception reporting

Under The Companies (Guernsey) Law, 2008 we are required to report to you if, in our opinion:

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

● proper accounting records have not been kept; or

● the financial statements are not in agreement with the accounting records.

We have no exceptions to report arising from this responsibility.

Other voluntary reporting

Corporate governance statement

The company has reported voluntary compliance against the 2019 AIC Code of Corporate Governance (the “Code”)

which has been endorsed by the UK Financial Reporting Council as being consistent with the UK Corporate Governance

Code.

Going concern

The directors have requested that we review the statement on page 45 in relation to going concern as if the company

was a UK incorporated closed-ended investment fund with equity shares listed under the Closed-Ended Investment

Fund category. We have nothing to report having performed our review.

The directors’ assessment of the prospects of the company and of the principal and emerging risks that would

threaten the solvency or liquidity of the company

The directors have requested that we perform a review of the directors’ statements on pages 20 to 23 and 44 that they

have carried out a robust assessment of the principal and emerging risks facing the company and in relation to the

longer-term viability of the company, as if the company was a UK incorporated closed-ended investment fund with

equity shares listed under the Closed-Ended Investment Fund category.

Our review was substantially less in scope than an audit and only consisted of making inquiries and considering the

directors’ process supporting their statements; checking that the statements are in alignment with the relevant

provisions of the Code; and considering whether the statements are consistent with the knowledge and understanding

of the company and its environment obtained in the course of the audit. We have nothing to report having performed

this review.

Other Code provisions

The directors have prepared a corporate governance statement and requested that we review it as though the company

was a UK incorporated closed-ended investment fund with equity shares listed under the Closed-Ended Investment

Fund category. We have nothing to report in respect of our agreed responsibility to report when the directors’ statement

relating to the company’s compliance with the Code does not properly disclose a departure from a relevant provision of

the Code specified, under the Listing Rules, for review by the auditors.

Ross Alexander Houlihan Burne

For and on behalf of PricewaterhouseCoopers CI LLP

Chartered Accountants and Recognised Auditor

Guernsey, Channel Islands

25 September 2024

Tufton Oceanic Assets Limited

Statement of Comprehensive Income

For the year ended 30 June 2024

2024

2023

Notes

US$

Income

Net changes in fair value of financial assets

at fair value through profit or loss

50,555,223

(33,950,645)

Dividend income

30,000,000

32,000,000

Total net income / (loss)

80,555,223

(1,950,645)

Expenditure

Administration fees

(168,137)

(168,376)

Audit fees

(217,751)

(261,666)

Corporate Broker fees

(150,000)

Depositary fees

(39,493)

Directors’ fees

(231,674)

(174,913)

Foreign exchange gain / (loss)

4,468

(13,322)

Insurance fee

(33,016)

(24,200)

Investment management fees

(3,484,902)

(3,504,464)

Listing fees

(27,433)

(24,297)

Performance fees

3,980,432

Professional fees

(93,122)

(145,694)

Sundry expenses

(53,008)

(39,860)

Total expenses

(4,494,068)

(526,360)

Operating profit / (loss)

76,061,155

(2,477,005)

Finance income

6,567

3,646

Total comprehensive income / (loss) for

the year

76,067,722

(2,473,359)

Earnings / (Loss) per ordinary share

(cents)

25.89

(0.81)

Diluted Earnings / (Loss) per ordinary

share (cents)

25.89

(0.81)

There were no potentially dilutive instruments in issue at 30 June 2024 or 30 June 2023.

All activities are derived from continuing operations.

There is no other comprehensive income or loss and consequently a Statement of Other Comprehensive

Income has not been prepared.

The accompanying notes are an integral part of these financial statements.

Tufton Oceanic Assets Limited

Statement of Financial Position

At 30 June 2024

2024

2023

Notes

US$

Non-current assets

Financial assets at fair value

through profit or loss

444,977,383

405,988,715

Total non-current assets

444,977,383

405,988,715

Current assets

Trade and other receivables

7,229,829

7,881,170

Cash and cash equivalents

56,007

47,731

Total current assets

7,285,836

7,928,901

Total assets

452,263,219

413,917,616

Current liabilities

Trade and other payables

1,207,547

1,144,523

Total current liabilities

1,207,547

1,144,523

Net assets

451,055,672

412,773,093

Equity

Ordinary share capital

291,640,823

303,326,231

Retained reserves

159,414,849

109,446,862

Total equity attributable to ordinary

Shareholders

451,055,672

412,773,093

Net assets per ordinary share (cents)

154.96

136.47

The accompanying notes are an integral part of these financial statements.

The financial statements were approved and authorised for issue by the Board of Directors on

25 September 2024 and signed on its behalf by:

________________________________ _____________________________

Rob King Stephen Le Page

Director Director

Tufton Oceanic Assets Limited

Statement of Changes in Equity

For the year ended 30 June 2024

Ordinary

capital

Retained

earnings

Total

Notes

US$

Shareholders’ equity at 30 June

2022

310,272,983

137,270,726

447,543,709

Share buybacks

(6,946,752)

Total comprehensive loss for

the year

(2,473,359)

Dividends paid

(25,350,505)

Shareholders’ equity at 30 June

2023

303,326,231

109,446,862

412,773,093

Share buybacks

(11,685,408)

Total comprehensive income for

the year

76,067,722

Dividends paid

(26,099,735)

Shareholders’ equity at 30 June

2024

291,640,823

159,414,849

451,055,672

The accompanying notes are an integral part of these financial statements.

Tufton Oceanic Assets Limited

Statement of Cash Flows

For the year ended 30 June 2024

Notes

2024

US$

2023

US$

Cash flows from operating activities

Total comprehensive income / (loss) for the year

76,067,722

(2,473,359)

Adjustments for:

Changes in fair value on investments held at fair

value through profit or loss

(50,555,223)

33,950,645

Foreign exchange (gain) / loss

(4,468)

13,322

Operating cash flows before movements

25,508,031

31,490,608

Return of investment capital

11,566,555

6,953,360

Movement in trade and other receivables

651,341

(2,140,785)

Movement in trade and other payables

63,024

(3,953,696)

Net cash generated from operating activities

37,788,951

32,349,487

Cash flows from financing activities

Amounts paid for share buybacks

(11,685,408)

(6,946,752)

Dividends paid

(26,099,735)

(25,350,505)

Net cash used in financing activities

(37,785,143)

(32,297,257)

Net movement in cash and cash equivalents

during the year

3,808

52,230

Cash and cash equivalents at the beginning of the

year

47,731

8,823

Foreign exchange gain / (loss)

4,468

(13,322)

Cash and cash equivalents at the end of the

year

56,007

47,731

The accompanying notes are an integral part of these financial statements.

Tufton Oceanic Assets Limited

Notes to the Financial Statements

For the year ended 30 June 2024

1. General information

The Company was incorporated with limited liability in Guernsey under the Companies (Guernsey)

Law, 2008, as amended, on 6 February 2017 with registered number 63061, and is regulated by

the GFSC as a registered closed-ended investment company. The registered office and principal

place of business of the Company is 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1

2HL.

The Company’s investment objective is to provide investors with an attractive level of regular and

growing income and capital returns through investing in secondhand commercial sea-going

vessels.

The Company had 302,468,541 ordinary shares in issue on 1 July 2023, all of which were listed

on the Specialist Funds Segment of the Main Market of the London Stock Exchange. During the

current year, the Company bought back 11,386,000 ordinary shares at a weighted average price

of US$1.014 for a consideration of US$11,685,409. The total number of Company’s shares in

issue was 291,082,541 at the end of the FY.

2. Material accounting policies

(a) Basis of preparation

Compliance with IFRS Accounting Standards

The financial statements have been prepared on a going concern basis in accordance with IFRS

accounting standards as issued by the International Accounting Standards Board (“IASB”) and

International Financial Reporting Interpretations Committee (“IFRIC”), Listing rules and applicable

Guernsey law.

Historical cost convention

The financial statements have been prepared on a historical cost basis modified by the revaluation

of financial assets at fair value through profit or loss. The principal accounting policies adopted,

and which have been consistently applied, (unless otherwise indicated) are set out below.

Basis of non-consolidation

The Directors consider that the Company meets the investment entity criteria set out in IFRS 10:

Consolidated Financial Statements. As a result, the Company applies the mandatory exemption

applicable to investment entities from producing consolidated financial statements and instead

fair values its investments in its subsidiaries in accordance with IFRS 13: Fair Value

measurement.

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

2. Material accounting policies (continued)

Basis of non-consolidation (continued)

The criteria which define an investment entity are, as follows:

• an entity that obtains funds from one or more investors for the purpose of providing those

investors with investment management services;

• an entity that commits to its investors that its business purpose is to invest funds solely

for returns from capital appreciation, investment income or both (including having an exit

strategy for investments); and

• an entity that measures and evaluates the performance of substantially all its investments

on a fair value basis.

The Directors consider that the Company’s objective of pooling investors’ funds for the purpose

of generating an income stream and capital appreciation is consistent with the definition of an

investment entity, as is the reporting of the Company’s net asset value on a fair value basis.

(b) New standards and interpretations not yet adopted

Certain new accounting standards, amendments to accounting standards and interpretations

have been published that are not mandatory for 30 June 2024 reporting periods and have not

been early adopted by the Company. These standards, amendments or interpretations are not

expected to have a material impact on the Company in the current or future reporting periods and

on foreseeable future transactions.

There are no standards, amendments to standards or interpretations that are effective for annual

periods beginning on 1 July 2023 that have a material effect on the financial statements of the

Company.

(d) Segmental reporting

The chief operating decision maker is the Board of Directors. The Directors are of the opinion that

the Company is engaged in a single segment of business, being the investment of the Company’s

capital in secondhand commercial vessels. The financial information used to manage the

Company presents the business as a single segment.

(e) Income

Dividend income

Dividend income is accounted for on the date the dividend is declared.

Finance income

Finance income is accounted for on an accruals basis.

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

2. Material accounting policies (continued)

(f) Expenses

Expenses are accounted for on an accruals basis. The Company’s investment management and

administration fees and all other expenses are charged through the Statement of Comprehensive

Income.

(g) Performance fees

Any performance fee liability is calculated on an amortised cost basis at each valuation date, with

the respective expense or reversal charged through the Statement of Comprehensive Income.

Refer to note 14.

(h) Dividends to Shareholders

Dividends are accounted for in the Statement of Changes in Equity in the year in which they are

declared.

(i) Taxation

The Company has been granted exemption from liability to income tax in Guernsey under the

Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 amended by the Director of Income

Tax in Guernsey. Exemption is applied and granted annually and subject to the payment of a fee,

currently £1,600.

(j) Financial assets and financial liabilities

The Company holds its investments through a subsidiary company which has not been

consolidated in line with IFRS 10: Consolidated Financial Statements.

The Company classifies its investment in LSA as a financial asset at fair value through profit or

loss (“FVTPL”).

The Company measures and evaluates the net assets of LSA on a fair value basis. The net assets

include those of the underlying SPVs which own and value all vessels on a fair value basis.

The Investment Manager reports fair value information to the Directors who use this to evaluate

the performance of investments.

Recognition of financial assets and liabilities

At both the Company and the SPV level, financial assets and financial liabilities are recognised in

the Statement of Financial Position when the Company becomes a party to the contractual

provisions of the instrument. This is deemed to occur when the memorandum of agreement is

signed for vessel acquisitions only.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that

are directly attributable to the acquisition or issue of financial assets and financial liabilities (other

than financial assets and financial liabilities at fair value through profit or loss) are added to or

deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial

recognition. Transaction costs indirectly attributable to the acquisition of financial assets or

financial liabilities at fair value through profit or loss are recognised immediately in the Statement

of Comprehensive Income.

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

2. Material accounting policies (continued)

(j) Financial Assets and Financial Liabilities (continued)

Subsequent to initial recognition, investments at FVTPL are measured at fair value with gains and

losses arising from changes in the fair value being recognised in the Statement of Comprehensive

Income.

Financial assets at fair value through profit or loss

Financial assets are classified at FVTPL when the financial asset is held for trading. Financial

assets at FVTPL are stated at fair value, with any gains or losses arising on re-measurement

recognised in the Statement of Comprehensive Income.

The Company’s investment in LSA has been measured at FVTPL on the basis that it is managed

and its performance is evaluated on a fair value basis, in accordance with the Company’s

documented investment strategy.

The Company has not taken the option to irrevocably designate any investment in equity at fair

value through other comprehensive income. The Company measures and evaluates the

performance of the entire investment into LSA on a fair value basis by using the net asset value

of LSA including, in particular, the underlying SPVs and the fair value of the SPVs’ investments in

their respective vessel assets, as well as the residual net assets and liabilities of both the SPVs

and LSA itself. The investment in LSA consists of both equity and debt instruments.

In estimating the fair value of each underlying SPV (as a constituent part of LSA’s net asset value

at fair value), the Board has approved the valuation methodology for valuing the vessels held by

the SPVs. The valuation methodology takes account of the indirect factors affecting the shipping

industry including currency exchange rates, interest rates, the availability of credit, and climate

change considerations.

Vessels sold before the period end for settlement/delivery afterwards, are carried at the sale price

set out in the contract for sale less a provision for estimated costs of disposal (such as re-delivery

costs) and the costs of liquidating the relevant SPV.

The fair value of a standard vessel consists of its charter-free value plus or minus the value of any

charter lease contracts attached to the vessel, plus or minus an adjustment for the capital

expenditure associated with the vessel. There are time charter contracts in place for standard

vessels. Such charters will vary in length but would typically be in the 1 – 8 year range. As the

shipping markets can be volatile over time, the value of such charters will therefore either add to

or detract from the open market charter-free value of the vessel.

Under a time charter, the vessel owner provides a fully operational and insured vessel for use by

the charterer. There is a fluid charter market reported daily by shipbrokers.

The charter-free and associated charter values of most standard vessels are calculated

predominantly using an online valuation platform provided by VesselsValue or, in limited

circumstances, based on a written valuation of a mainstream broker appointed by the Investment

Manager. For charter-free values only, the VesselsValue system contains a number of algorithms

that combine factors such as vessel type, technical features, age, cargo capacity, freight earnings,

market sentiment and recent vessel sales.

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

2. Material accounting policies (continued)

(j) Financial Assets and Financial Liabilities (continued)

Financial assets at fair value through profit or loss (continued)

For charter values, the platform provides a Discounted Cashflow (“DCF”) module where vessel

specific charter details are input and measured against a platform or shipbroker-provided market

benchmark to obtain a premium or discount value of the charter versus the typical prevailing

market for that type of vessel. The adjustment for the capital expenditure associated with the dry

docking of the vessel is time apportioned on a straight-line basis over the period between the

vessel’s last visit to dry dock and the expected date of its next visit, by reference to the actual cost

of the last visit and the budgeted cost of the next. This adjustment is an addition to value when

the valuation date is nearer to the vessel’s last dry docking than to its next expected visit to dry

dock, and vice versa.

The net adjusted valuation is subject to a minimum fair value being the present value of all current

contracted charter cashflows and the current vessel scrap value at the completion of the charter.

The present value of the cashflows is discounted at the specific WACC assigned to the vessel

type by VesselsValue adjusted for any counterparty credit risk where appropriate.

Specialist vessels are valued on a DCF basis by the Investment Manager using vessel specific

information and both observable and unobservable data. The VesselsValue platform is not used

for these assets. Instead a DCF approach is adopted and this determines the present value of the

cashflows discounted at the project cost of capital IRR, and is deemed to be a fair representation

of the vessel and charter value.

Refer to Note 3 which explains in detail the judgements and estimates applied.

SPVs and LSA account for residual net assets and liabilities in line with the accounting policies of

the Company.

Derecognition of financial assets

The Company and the SPVs derecognise a financial asset only when the contractual rights to the

cash flows from the asset expire, or when it transfers the financial asset and substantially all the

risks and rewards of ownership. For vessel purchase and sale transactions undertaken by the

SPVs derecognition normally occurs at the point of delivery of the vessel to the purchaser at the

SPV level.

If the Company neither transfers nor retains substantially all the risks and rewards of ownership

and continues to control the transferred asset, the Company recognises its retained interest in the

asset and any associated liability.

On derecognition of a financial asset in its entirety, gains and losses on the sale, which is the

difference between the initial cost and sale value, will be taken to the profit or loss in the Statement

of Comprehensive Income in the year in which they arise.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial

Position when there is a legally enforceable right to offset the recognised amounts and there is

an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

2. Material accounting policies (continued)

(j) Financial Assets and Financial Liabilities (continued)

Financial liabilities and equity

Debt and equity instruments are classified either as financial liabilities or as equity in accordance

with the substance of the contractual arrangement. Trade and other payables are financial

liabilities with fixed or determinable payments that are not quoted in an active market. Trade and

other payables are recognised initially at fair value and subsequently measured at amortised cost

using the effective interest rate method. However, given the nature of trade and other payables

and the short time length involved between their origination and settlement, their amortised cost

is considered to be the same as their fair value.

Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company’s obligations

are discharged, cancelled or expire.

Trade and other receivables

Trade and other receivables are non-derivative financial assets with fixed or determinable

payments that are not quoted in an active market. Trade and other receivables are recognised

initially at fair value and subsequently measured at amortised cost using the effective interest rate

method, less provision for impairment. However, given the nature of receivables and the short

time length involved between their origination and settlement, their amortised cost is considered

to be the same as their fair value.

At each reporting date, the Company shall measure the loss allowance on other receivables at an

amount equal to the lifetime expected credit losses if the credit risk has increased significantly

since initial recognition. If, at the reporting date the credit risk has not increased significantly since

initial recognition, the Company shall measure the loss allowance at an amount equal to 12-month

expected credit losses.

Trade and other payables

Trade and other payables that have fixed or determinable payments that are not quoted in an

active market are classified as payables. Payables are measured at amortised cost using the

effective interest rate method. Interest expense is recognised by applying the effective interest

rate, except for short-term payables when the recognition of interest would be immaterial.

(k) Cash and cash equivalents

Cash and cash equivalents include cash on hand, demand deposits and other short-term highly

liquid investments with original maturities of 3 months or less and bank overdrafts. In the current

and prior years, the carrying amount of cash and cash equivalents approximate their fair value.

(l) Foreign currency translation

i) Functional and presentation currency

The financial statements of the Company are presented in US Dollars, which is also the currency

in which the share capital was raised, and investments are purchased and is therefore considered

by the Directors to be the Company’s functional currency.

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

2. Material accounting policies (continued)

(l) Foreign currency translation (continued)

ii) Transactions and balances

At each financial position date, monetary assets and liabilities that are denominated in foreign

currencies are translated at the rates prevailing at that date. Non-monetary items carried at fair

value that are denominated in foreign currencies are translated at the rates prevailing at the date

when the fair value was determined. Non-monetary items that are measured in terms of historical

cost in a foreign currency are not retranslated. Exchange differences are recognised in the

Statement of Comprehensive Income in the year in which they arise.

Transactions denominated in foreign currencies are translated into US Dollars at the rate of

exchange at the date of the transaction.

(m) Going concern

In assessing the going concern basis of accounting the Directors have, together with discussions

and analysis provided by the Investment Manager, had regard to the guidance issued by the

Financial Reporting Council. They have considered the possible impact of recent market volatility

and geopolitical events on the current and future operations of the Company and its investments.

Cash reserves are held at the LSA and SPV levels and rolled up to the Company as required to

enable expenses to be settled as they fall due.

The Company is required to hold a vote on the Continuation of the Company at the AGM on 24

October 2024. During the year the Investment Manager and Brokers engaged major shareholders

regarding their voting intentions, and as a result of these discussions and given the positive

performance of the Company for its life to date, the Directors hold the view that the Continuation

Vote will be for the Company to continue its operations. In the event the vote does not pass, the

Board have six months in which to bring forward proposals for the future of the Company.

The Directors are satisfied that, at the time of approving the financial statements, no other material

uncertainties exist that may cast significant doubt concerning the Company’s ability to continue

for the foreseeable future concluding that the Company has adequate resources to continue in

operational existence for at least twelve months from the date of approval of the financial

statements. For these reasons, the Directors continue to adopt the going concern basis in

preparing the financial statements.

(n) Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity

after deducting all its liabilities. Equity instruments issued by the Company are recognised at the

proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is recognised and deducted directly in

equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation

of the Company’s own equity instruments.

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

3. Critical accounting judgements and estimates

The preparation of financial statements requires management to make estimates and judgements

that affect the amounts reported for assets and liabilities as at the Statement of Financial Position

date and the amounts reported for revenue and expenses during the year. This note provides an

overview of the areas that involved a higher degree of judgement or complexity, and of items

which are more likely to be materially adjusted due to estimates and assumptions turning out to

be wrong. Estimates and underlying assumptions are reviewed on an ongoing basis.

Revisions to accounting estimates are recognised in the year in which the estimates are revised

and in any future years affected.

Critical judgements in applying the Company’s accounting policies – IFRS 10

The audit committee considered the application of IFRS 10, and whether the Company meets the

definition of an investment entity.

The Company owns the investment portfolio through its investment in LSA. The investment by

LSA comprises the NAVs of the SPVs. The Company holds 100% voting shares in LSA and has

all the characteristics of an investment company. Cash reserves are held at the LSA and SPV

levels and paid up to the Company as required to enable expenses to be settled as they fall due.

In the judgement of the Directors, the Company meets the investment criteria set out in IFRS 10

and they therefore consider the Company to be an investment entity in accordance with IFRS 10.

As a result, as required by IFRS 10, the Company is not consolidating its subsidiary but is instead

measuring it at fair value in accordance with IFRS 13 – Fair value measurements.

The criteria which define an investment entity are disclosed in Note 2(a).

Critical Accounting Estimates

The following are the key assumptions and other key sources of estimation uncertainty at the

reporting date, that have a significant risk of causing a material adjustment to the carrying amounts

of assets and liabilities within the next FY.

The principal critical accounting estimate in the Company’s financial statements is the value of its

investment in LSA, which is in turn dependent on the values of LSA’s investments in the SPVs.

Principal critical accounting estimates in determining the values of the SPVs comprise the fair

values of their vessels, in turn comprised of the charter-free and attached charter values and

capital expenditure, all of which are critical accounting estimates.

The unobservable inputs which significantly impact the fair value of the vessels have been

determined to be the charter-free valuation and market charter rates for standard vessels (used

to calculate charter values) and the discount rate applied for specialised vessels.

The process of calculating the charter-free and charter values of the vessels is described in Note

2(j).

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

3. Critical Accounting Judgements and Estimates (continued)

Critical Accounting Estimates (continued)

At 30 June 2024 the charter-free valuations of two vessels (2023: two vessels) were provided

through independent broker valuations rather than VesselsValue. These broker valuations are

themselves estimates derived from the specialist knowledge of the broker, their proprietary data

that considers vessel specifications and applicable market information.

Further to the information mentioned in Note 2 (j) there are specific capital adjustments considered

as part of the valuation process for standard vessels, mainly the adjustments for BWTSs and

scrubbers installed. BWTSs installed by the Company’s SPVs are considered to be an

enhancement to the charter-free value.

They are initially recognised at cost and straight-line depreciated from the commissioning date to

8 September 2024, being the date by which the IMO mandates all vessels should have installed

BWTS. Scrubbers are considered an enhancement to the charter-free value using an estimated

valuation from a shipbroker, and straight-line depreciated over 5 years.

At 30 June 2024, one vessel was treated as a specialist vessel (2023: one vessel). The specialist

vessel was valued on a DCF basis by the Investment Manager using vessel specific information

including the appropriate discount rate, which is reviewed on a regular basis to ensure it remains

relevant to the project and market risk parameters, however the discount rate remains a material

driver to the valuation.

There were no other material areas of estimation for the Company.

4. Financial assets at fair value through profit or loss

The Company owns the investment portfolio through its investment in LSA, which comprises the

NAV of the SPVs and residual assets and liabilities in LSA. The NAVs consist of the fair value of

vessel assets and the SPVs’ residual net assets and liabilities. The whole investment portfolio is

designated by the Board as a Level 3 item on the fair value hierarchy because of the lack of

observable market information in determining the fair value.

As a result, all the information below relates to the Company’s Level 3 assets only, with respect

to the requirements set out in IFRS 7: Financial Instruments: Disclosures. The investment held at

fair value is recorded under Non-Current Assets in the Statement of Financial Position as there is

no current intention to dispose of its investment in LSA.

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

4. Financial assets at fair value through profit or loss (continued)

The changes in the financial assets measured at fair value through profit or loss for which the

Company has used Level 3 inputs to determine fair value, after considering dividends declared

(see Note 7 and 8) are as follows:

2024

US$

2023

US$

LSA

Brought forward cost of investment

292,529,864

299,483,224

Total return of investment capital during the year

(11,566,555)

(6,953,360)

Carried forward cost of investment

280,963,309

292,529,864

Brought forward unrealised gains on fair value

113,458,851

147,409,496

Movement in unrealised gains / (losses) on fair value

50,555,223

(33,950,645)

Carried forward unrealised gains on fair value

164,014,074

113,458,851

Total investment at fair value

444,977,383

405,988,715

The SPVs and holding companies Handy Holdco Limited and Product Holdco Limited (which are

also SPVs) are incorporated in the Isle of Man. The subsidiary company LSA is incorporated in

Guernsey. The country of incorporation is also their principal place of business.

Breakdown of Fair Value:

Name

2024

US$

2023

US$

Direct or

indirect

holding

Principal

activity

Ownership

at 30 June

2024

Ownership

at 30 June

2023

LSA

Direct

Holding

company

100%

Anvil Limited

17,502,570

18,240,972

Indirect

SPV

100%

Auspicious Limited

20,505,411

20,137,727

Indirect

SPV

100%

Awesome Limited

20,060,142

19,704,498

Indirect

SPV

100%

Candy Limited

16,785

Indirect

SPV

100%

Charming Limited

20,221,500

18,953,365

Indirect

SPV

100%

Citra Limited

205,362

Indirect

SPV

100%

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

4. Financial assets at fair value through profit or loss (continued)

Breakdown of Fair Value: (continued)

Name

2024

US$

2023

US$

Direct or

indirect

holding

Principal

activity

Ownership

at 30 June

2024

Ownership

at 30 June

2023

Cocoa Limited

Indirect

SPV

100%

Courteous

Limited

Indirect

SPV

100%

Dachshund

Limited

Indirect

SPV

100%

Daffodil Limited

Indirect

SPV

100%

Exceptional

Limited

Indirect

SPV

100%

Golding Limited

19,055,526

21,081,370

Indirect

SPV

100%

Handy HoldCo

Limited

36,973,101

50,090,478

Indirect

SPV (Holding

Company)

100%

Idaho Limited

20,235,105

22,322,508

Indirect

SPV

100%

Laurel Limited

14,803,667

16,410,147

Indirect

SPV

100%

Lavender

Limited

60,848

Indirect

SPV

100%

Marvelous

Limited

Indirect

SPV

100%

Masterful

Limited

19,630,327

18,893,952

Indirect

SPV

100%

Mayflower

Limited

15,101,491

15,590,330

Indirect

SPV

100%

Mindful Limited

Indirect

SPV

100%

Neon Limited

24,405,007

26,616,326

Indirect

SPV

100%

Octane Limited

22,977,354

20,155,744

Indirect

SPV

100%

Orson Limited

15,603,911

17,938,851

Indirect

SPV

100%

Parrot Limited

1, 2

29,502

674

Indirect

SPV

100%

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

4. Financial assets at fair value through profit or loss (continued)

Breakdown of Fair Value: (continued)

Name

2024

US$

2023

US$

Direct or

indirect

holding

Principal

activity

Ownership

at 30 June

2024

Ownership

at 30 June

2023

Patience

Limited

1, 2

617,575

662,085

Indirect

SPV

100%

Pollock

Limited

1, 3

Indirect

SPV

100%

Product HoldCo

Limited

56,855,114

58,135,471

Indirect

SPV (Holding

Company)

100%

Riposte

Limited

1, 2

1,127,015

411,002

Indirect

SPV

100%

Rocky IV Limited

17,392,312

18,540,092

Indirect

SPV

100%

Sierra Limited

23,195,939

20,393,002

Indirect

SPV

100%

Vicuna Limited

2,598

Indirect

SPV

100%

Cash held

pending

investment

30,136,235

10,709,986

Residual net

assets /

(liabilities)

48,548,579

10,714,542

Total*

444,977,383

405,988,715

*Vessels are valued at fair value in each of the SPVs shown in the table above and combined with the residual

net assets / (liabilities) of each SPV to determine the fair value of the total investment attributable to LSA.

Vessel sold.

Company in the process of dissolution at year end.

These SPVs report zero fair value in the table above because they are owned by the intermediate holding

company Handy Holdco Limited and are included in Handy Holdco Limited’s fair value.

These SPVs report zero fair value in the table above because they are owned by the intermediate holding

company Product Holdco Limited and are included in Product Holdco Limited’s fair value.

The cash held pending investment and residual net assets / (liabilities) are held in LSA.

Company has been dissolved.

Fair value of LSA equals the sum of the assets of residual net assets, and cash as detailed below.

The movement in the fair value of the investment is recorded in the Statement of Comprehensive

Income.

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

5. Trade and other receivables

2024

2023

US$

Prepayments

35,051

38,577

Other receivables

4,799

1,108

Due from LSA (dividend receivable)

7,189,979

7,841,485

Total trade and other receivables

7,229,829

7,881,170

Amounts due from LSA are interest free and payable on demand. The amount of US$7,841,485

due from LSA for the year ended 30 June 2023 was settled in the current year. Due to the value

and short-term nature of these receivables, the Directors have assessed there to be no expected

credit losses associated with these outstanding balances.

6. Trade and other payables

2024

2023

US$

Investment management fees

907,483

835,779

Audit fees

218,758

219,762

Administration fees

42,435

41,478

Corporate Brokers fees

37,500

Directors’ fees

1,371

10,004

Total trade and other payables

1,207,547

1,144,523

The carrying amounts of trade and other payables are considered to be the same as their fair

values, due to their short term nature.

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

7. Ordinary share capital

Share Capital

Share issuance

Number of

Gross amount

(US$)

Direct Issue

costs (US$)

Share capital

(US$)

As at 30 June 2022

308,628,541

316,282,156

(6,009,173)

310,272,983

Share buybacks

(6,160,000)

(6,946,752)

As at 30 June 2023

302,468,541

309,335,404

(6,009,173)

303,326,231

Share buybacks

(11,386,000)

(11,573,679)

(111,729)

(11,685,408)

As at 30 June 2024

291,082,541

297,761,725

(6,120,902)

291,640,823

The ordinary shares issued are of no par value and are authorised, issued and fully paid. Ordinary

shares carry the right to receive all income of the Company attributable to ordinary shares, and to

participate in any distribution or other return of capital attributable to ordinary shares. Ordinary

shareholders have the right to receive notice of and attend any general meetings of the Company

and to vote at such meeting with one vote for each ordinary share held.

The rights conferred upon the holders of the shares are not varied by the creation or issue of

further shares or classes of shares or by the purchase or redemption by the Company of its own

shares, or the holding of such shares in treasury.

At the end of the FY, there were 17,546,000 shares (2023: 6,160,000 shares) held in treasury.

These treasury shares may be subsequently cancelled or sold for cash.

No shares will be sold from treasury at a price less than the NAV per share at the time of the sale

unless they are first offered pro rata to existing shareholders.

8. Dividend income

2024

2023

US$

Dividend income

30,000,000

32,000,000

During the current year, LSA declared dividends of US$30,000,000 (2023: US$32,000,000) to the

Company. At 30 June 2024, dividends of US$7,189,979 (2023: US$7,841,485) were outstanding

(refer to Note 5).

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

9. Earnings / (Loss) per share

2024

US$

2023

US$

Total comprehensive income / (loss) for the year

76,067,722

(2,473,359)

Weighted average number of ordinary shares

293,851,833

307,057,116

Earnings / (Loss) per ordinary share (cents)

25.89

(0.81)

Diluted Earnings / (Loss) per ordinary share

(cents)

25.89

(0.81)

There were no potentially dilutive instruments in issue at 30 June 2024 or 30 June 2023.

10. Dividends

The company paid the following dividends during the year:

Quarter end

Dividend per

Ex div date

Net Dividend

paid

Record date

Paid date

30 June

2023

US$0.02125

27 July

2023

US$6,296,601

28 July

2023

11 August

2023

30 September

2023

US$0.02125

26 October

2023

US$6,264,129

27 October

2023

10 November

2023

31 December

2023

US$0.02125

25 January

2024

US$6,248,192

26 January

2024

6 February

2024

31 March

2024

US$0.025

25 April

2024

US$7,290,814

26 April

2024

10 May

2024

In addition, the company declared the following dividend in relation to the profit for the year ended

30 June 2024:

Quarter end

Dividend per

Ex div date

Net Dividend

paid

Record date

Paid date

30 June

2024

US$0.025

25 July

2024

US$7,277,064

26 July

2024

9 August

2024

Under the Companies (Guernsey) Law, 2008, the Company can distribute dividends from capital

and revenue reserves, subject to a prescribed net asset and solvency test.

The net asset and solvency test consider whether a company is able to pay its debts when they

fall due, and whether the value of a company’s assets is greater than its liabilities. The Board

confirms that the Company passed the net asset and solvency test for each dividend paid.

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

11. Net assets per ordinary share

2024

US$

2023

US$

Shareholders’ equity

451,055,672

412,773,093

Number of ordinary shares

291,082,541

302,468,541

Net assets per ordinary share (cents)

154.96

136.47

12. Financial risk management

Capital management

The Board manages its capital to ensure that it will be able to continue as a going concern while

maximising the return to shareholders. In accordance with the Company’s investment policy, the

Company’s principal use of cash has been to fund investments as well as ongoing operational

expenses. The Board, with the assistance of the Investment Manager, monitors and reviews the

broad structure of the Company’s capital on an ongoing basis. The capital structure of the

Company consists entirely of equity (comprising issued capital and retained earnings).

As the Company’s ordinary shares are traded on the LSE, the ordinary shares may trade at a

discount or premium to their NAV per share. However, the Directors and the Investment Manager

monitor the discount on a regular basis and can use share buybacks to manage the discount.

The Company is not subject to any externally imposed capital requirements.

Financial risk management objectives

The Board, with the assistance of the Investment Manager, monitors and manages the financial

risks relating to the operations of the Company through internal risk reports which analyse

exposures by degree and magnitude of risk. These risks include market risk (including price risk,

currency risk and interest rate risk), credit risk and liquidity risk.

Market risk

The value of the investments held by the Company is indirectly affected by the factors impacting

the shipping industry generally, being, inter alia, interest rates, the availability of credit, and

currency exchange rates. Other risks such as climate change considerations, economic or political

uncertainty, changes in laws and regulations governing shipping or trade are considered by the

Investment Manager and the Board. Please see Principal Risks and Uncertainties. These factors

may affect the price or liquidity of vessels held by the Company’s SPVs and thus the value

of the SPVs themselves.

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

12. Financial risk management (continued)

Interest rate risk

The majority of the Company’s financial assets and liabilities are non-interest bearing. However,

the Company is exposed to a small amount of interest rate risk due to fluctuations in the prevailing

levels of market interest rates because any excess cash or cash equivalents are invested at short-

term market interest rates.

The Company’s interest-bearing financial assets and liabilities expose it to risks associated with

the effects of fluctuations in the prevailing levels of market interest rates on its financial position

and cash flows.

The table below summarises the Company’s exposure to interest rate risks. It includes the

Company’s assets and trading liabilities at fair value and the outstanding loans with variable

interest rates. It does not consolidate the US$62.0m (2023: US$56.5m) loan (with a variable

interest rate at SOFR plus a margin of 3.2% owed by Product Holdco Limited (with SOFR interest

rate caps at 0.5% and 4.65% on amounts of US$9.0m and US$47.75m respectively for 3 years).

(2023: loan of US$14.00m owed by Handy HoldCo Limited).

Interest payments on these loans are subject to limited change from fluctuations in interest rates

due to their capped nature.

2024

Interest bearing

less than 1

month (US$)

Non-interest

bearing (US$)

Total (US$)

Assets

Investments

444,977,383

Trade and other receivables

excluding prepayments

7,194,778

Cash and cash equivalents

56,007

Total assets

56,007

452,172,161

452,228,168

Liabilities

Trade and other payables

1,207,547

Total liabilities

1,207,547

Total interest sensitivity gap

56,007

The weighted average interest rate is 5.10% for cash and cash equivalents in the current FY.

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

12. Financial risk management (continued)

Interest rate risk (continued)

2023

Interest bearing

less than 1

month (US$)

Non-interest

bearing (US$)

Total (US$)

Assets

Investments

405,988,715

Trade and other receivables

excluding prepayments

7,842,593

Cash and cash equivalents

47,731

Total assets

47,731

413,831,308

413,879,039

Liabilities

Trade and other payables

1,144,523

Total liabilities

1,144,523

Total interest sensitivity gap

47,731

The weighted average interest rate was 3.63% for cash and cash equivalents in the prior year.

If the interest rates had been 100 basis points higher or lower and all other variables were held

constant, the Company’s profit for the year ended 30 June 2024 would increase or decrease by

US$560 (2023: US$477) as a result of the Company’s exposure to interest rates on its variable

rate deposits only.

The Company and LSA with its SPVs are permitted to utilise overdraft facilities towards the

achievement of the Company’s investment objectives. There was no overdraft utilised during the

current and prior years. Refer to Price Risk on the following pages for a description of the indirect

impact interest rates have on the valuation of vessel assets.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting

in a financial loss to the Company.

The Company’s subsidiary SPVs hold credit risk exposures to charterers. Potential new charters

are evaluated to assess counterparty credit risk, both at an SPV and portfolio level, prior to any

contractual engagement. The SPVs historical actual counterparty credit losses over the life of the

Company to date have been zero. At 30 June 2024 there were no receivables held by the SPVs

considered impaired (2023: US$nil).

Cash reserves are held at the LSA and SPV levels and are paid up to the Company as required

to enable expenses to be settled as they fall due.

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

12. Financial risk management (continued)

Credit risk (continued)

The Company maintains its cash and cash equivalents with various banks to diversify credit risk.

These are subject to the Company’s credit monitoring policies including the monitoring of the

credit ratings issued by recognised credit rating agencies.

30 June 2024

Credit rating

Standard & Poor’s

Cash

(US$)

Short term

fixed

deposits

(US$)

Total as at

30 June

2024

(US$)

Barclays Bank Plc

(Barclays)

A+ Long Term

A-1 Short Term

34,990

Ravenscroft

(HSBC London – call

accounts)

A+ Long Term

A-1 Short Term

21,017

Total

34,990

21,017

56,007

30 June 2023

Credit rating

Standard & Poor’s

Cash

(US$)

Short term

fixed

deposits

(US$)

Total as at

30 June

2023

(US$)

Barclays Bank Plc

(Barclays)

A+ Long Term

A-1 Short Term

38,624

Ravenscroft

(HSBC London – call

accounts)

A+ Long Term

A-1 Short Term

9,107

Total

38,624

9,107

47,731

1 Ravenscroft is an execution only broker that acts solely on instruction of the Board of Directors. The Board of Directors

only invest cash in banking institutions with an A- rating or higher.

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

12. Financial risk management (continued)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they

fall due. The Board of Directors has established an appropriate liquidity risk management

framework for the management of the Company’s short-term, medium-term and long-term funding

and liquidity management requirements.

The Company manages liquidity risk by maintaining adequate cash reserves by monitoring

forecast and actual cash flows. Cash reserves are held at the LSA and SPV levels and paid up to

the Company as required to enable expenses to be settled as they fall due.

The table below shows the maturity of the Company’s non-derivative financial assets and

liabilities. The amounts disclosed are contractual, undiscounted cash flows and may differ from

the actual cash flows received or paid in the future as a result of early repayments.

30 June 2024

Up to 3

months

(US$)

Between 3 and

12 months

(US$)

Between 1 and

5 years

(US$)

Total

(US$)

Assets

Financial assets at fair

value through profit or loss

444,977,383

Trade and other

receivables excluding

prepayments

7,194,778

Cash and cash

equivalents

56,007

Liabilities

Trade and other payables

1,207,547

Total

6,043,238

444,977,383

451,020,621

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

12. Financial risk management (continued)

Liquidity risk (continued)

30 June 2023

Up to 3

months

(US$)

Between 3 and

12 months

(US$)

Between 1 and

5 years

(US$)

Total

(US$)

Assets

Financial assets at fair

value through profit or loss

405,988,715

Trade and other

receivables (excluding

prepayments)

7,842,593

Cash and cash

equivalents

47,731

Liabilities

Trade and other payables

1,144,523

Total

6,745,801

405,988,715

412,734,516

Price risk in the shipping industry

The valuation techniques used by the underlying SPVs in determining the value of the vessels

held (based on assumptions that are not supported by prices or other inputs from observable

current market transactions) present a price risk to the Company. The Company’s financial assets

are measured at fair value which comprises the fair value of the underlying SPVs. The Company

values its investment in LSA and the SPVs at their respective net asset values. The net asset

values comprise shipping vessels which are measured at fair value and other residual net assets

and liabilities of each of the entities.

All the assets and underlying vessels are Level 3 assets. All the market price risk pertains to the

Level 3 investment portfolio in its entirety.

Price risk sensitivity analysis was conducted on vessel and charter fair values only as these are

the most significant unobservable inputs to the valuation of the Company’s investment.

(a) Standard Vessel valuations

The fair value of a standard vessel comprises both the charter-free value, the charter valuation

and capital expenditure. The charter-free and associated charter values of typical vessels are

calculated using an online valuation system provided by VesselsValue or, in limited

circumstances, written mainstream broker valuations. For charter-free values, the VesselsValue

system contains a number of algorithms that combine factors such as vessel type, technical

features, age, cargo capacity, freight earnings, market sentiment and recent vessel sales.

Similarly, the charter-free values determined by written mainstream broker valuations consider

vessel specifications and other applicable market information.

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

12. Financial risk management (continued)

Price risk in the shipping industry (continued)

For charter values, the system provides a DCF module where vessel specific charter details are

input and measured against a system or shipbroker-provided market benchmark to obtain a

premium or discount value of the charter versus prevailing market.

The lower bound of the charter valuation process comprises the DCF value of the current charter

plus scrap value of the vessel at the end of the charter. At the current and prior year ends this

minimum value was not applied to any vessels.

(b) Specialised Vessels and arrangements

There will be cases where the Company may invest in vessels and make arrangements which are

(i) of a specialised nature and fall out of scope of mainstream brokers and/or (ii) where contracted

employment does not have an available reference benchmark in the freight brokerage community.

The Investment Manager will make its own assessment of a vessel’s value with charter using a

discounted cashflow model (“DCF Model”). The DCF Model will calculate the net present value of

the charter and vessel value using the following inputs:

• Discount rate;

• Charter Rate; and

• Exit/scrappage value

There was one specialised vessel arrangement held at the year end (2023: one vessel) being a

gas tanker with a long-term bareboat charter attached.

Refer to Note 3 for further information on the valuation methodologies applied. The Board and the

Investment Manager believe that the above reflects those inputs where price risk could be

significant, and where estimate and judgement can potentially be used.

Price risk sensitivity analysis

Charter-free valuation for standard vessels

A 10% change in vessel values is within the normal range of value variation over the course of a

year and is simple to understand and flex. If the charter-free vessel values at 30 June were 10%

higher or lower, then the effect on the standard vessel portfolio value would be as follows:

Vessel values

+10% change in

charter-free

values

US$ 000

Standard vessel

portfolio value

US$ 000

-10% change

in charter-free

values

US$ 000

Fair value at 30 June 2024

+51,674

466,238

(51,674)

Fair value at 30 June 2023

+47,659

437,843

(47,659)

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

12. Financial risk management (continued)

Price risk sensitivity analysis (continued)

The ballast water treatment system and scrubber adjustments are not considered significant or

material and therefore no sensitivity analysis has been prepared.

Charter valuation for standard vessels

Charter rates

The Board has concluded that use of a 10% movement in benchmark charter rates remains a

suitable sensitivity calculation, being within a normal range of benchmark variation over the course

of a month and is simple to understand and flex, noting that most of the charter value is derived

from charters having remaining periods of 1 year or more, the market benchmarks for which show

lower volatility than spot rates and already reflect market expectations for the period of the charter.

If market charter rates used to determine charter values were 10% higher or lower, then the effect

on the standard vessel portfolio value would be as follows:

Vessel values

+10% change

US$ 000

Standard vessel

portfolio value

US$ 000

-10% change

US$ 000

Fair value at 30 June 2024

(13,598)

466,238

+13,607

Fair value at 30 June 2023

(14,988)

437,852

+14,959

Specialised vessels

If the discount rates were 0.5% higher or lower, being within a normal range of interest rate

variation over the course of a year, then the effect on the specialised vessel portfolio value would

be as follows:

+0.5%

change

US$ 000

Specialised

Vessel portfolio

value

US$ 000

-0.5% change

US$ 000

Specialised vessel fair value at 30

June 2024

(100)

23,510

+101

Specialised vessel fair value at 30

June 2023

(188)

24,904

+191

There was one specialised vessel held at the year end (2023: one vessel).

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

12. Financial risk management (continued)

Currency risk

The Company may have assets and liabilities denominated in currencies other than the United

States Dollar, the functional currency. It therefore may be exposed to currency risk as the value

of assets or liabilities denominated in other currencies will fluctuate due to changes in exchange

rates.

However, such exposure is currently, and is expected to remain, insignificant. Consequently, no

further information has been provided.

13. Investment management fee

The Investment Manager is entitled to receive an annual fee, calculated on a sliding scale, as

follows:

(a) 0.85% per annum of the quarter end Adjusted Net Asset Value up to US$250m;

(b) 0.75% per annum of the quarter end Adjusted Net Asset Value in excess of US$250m but

not exceeding US$500m; and

For the year ended 30 June 2024 the Company has incurred US$3,484,902 (2023: US$3,504,464)

in investment management fees of which US$907,483 was outstanding at 30 June 2024

(2023: US$835,779).

14. Performance fees

Tufton ODF Partners LP shall be entitled to a performance fee in respect of a Calculation Period

provided that the Total Return Per Share on the Calculation Day for the Calculation Period of

reference is greater than the High Watermark Per Share and such performance fee shall be an

amount equal to the Performance Fee Pay-Out Amount if:

• the High Watermark is greater than the Total Return Per Share on any Calculation Day; and

• the prevailing Historic Performance Fee Amount is greater than zero on such Calculation Day,

Any fee accruing as at the end of the Calculation Period is paid 50% subsequent to the end of

that period, with the remaining 50% being retained by the Company and deferred until the next

time that a performance fee payment is due, being adjusted for any subsequent underperformance

during that time.

The prevailing Historic Performance Fee Amount shall be reduced by the lower of: (i) 20% of the

difference between the High Watermark Per Share and the Total Return Per Share on such

Calculation Day multiplied by the Relevant Number of shares; and (ii) the prevailing Historic

Performance Fee Amount.

A performance fee of US$nil (2023: US$nil) was accrued at year end. The prior year included a

reversal of accrued performance fees amounting to US$3,980,432 in the Statement of

Comprehensive Income.

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

15. Related parties

The Investment Manager, Tufton Investment Management Ltd, is a related party due to having

common key management personnel with the SPVs of the Company. All management fee

transactions with the Investment Manager are disclosed in Note 13.

Tufton ODF Partners LP is a related party due to being the beneficiary of any performance fee

paid by the company, as disclosed in note 14.

Transactions with LSA are not disclosed. There are no commercial transactions between the

Company and LSA other than the business of investment into LSA, the transactions of which are

shown in the main financial statements.

The Directors held the following interests in the share capital of the Company either directly or

beneficially:

25 September

2024

30 June

2024

30 June

2023

Director

R King

55,811

60,000

S Le Page

38,387

41,268

40,000

P Barnes

4,651

5,000

C Rødsaether

27,906

30,000

T Le Noury

4,651

5,000

Further to the announcement on 15 August 2024 in relation to the compulsory Redemption of the Company's ordinary shares, the Directors

have each had Shares redeemed.

Other Interests

Tufton Group related stakeholders including current & former shareholders, employees, and non-

executive directors directly or beneficially held ~4.9% of the issued share capital as at 30 June

2024 (2023: ~3.7%).

16. Controlling party

In the opinion of the Directors, based on shareholdings advised to them, the Company has no

immediate or ultimate controlling party.

Tufton Oceanic Assets Limited

Notes to the Financial Statements (continued)

For the year ended 30 June 2024

17. Directors’ fees

The remuneration of the Directors was US$231,674 (2023: US$174,913) for the year which

consisted solely of short-term benefits. At 30 June 2024, no Directors’ fees (2023: US$10,004)

were outstanding.

The Directors fees are as disclosed below:

30 June

2024

30 June

2023

Director

R King

43,500

39,305

S Le Page

40,500

36,000

P Barnes

37,750

33,525

C Rødsaether

37,000

33,525

T Le Noury (Appointed 1 November 2023)

25,135

18. Events after the reporting year

Following the announcement of the sale of Pollock and Dachshund on 11 January 2024 for

combined total of US$41.75m, representing a 3.1% premium to the vessels’ previous NAV, and

the completion of the sale of Pollock in May 2024, the sale of Dachshund was completed on 1

July 2024. The realised net IRR across the two vessels was c.25% with net MOIC of c.2.0x,

significantly ahead of the Company’s published IRR target of 12%.

On 17 July 2024, the Company declared a dividend of US$0.025 per ordinary share for the quarter

ending 30 June 2024. The dividend was paid on 9 August 2024 to holders of ordinary shares

recorded on the register as at close of business on 26 July 2024 with an ex-dividend date of 25

July 2024.

On 14 August 2024 the Company compulsorily redeemed 20,326,211 shares at a price of

US$1.550 per share for close of business for cancellation, returning US$31.5m to shareholders,

paid on 28 August 2024.

There has not been any other matter or circumstance occurring subsequent to the end of the

financial period that has significantly affected, or may significantly affect, the operations of the

Company, the results of those operations, or the state of affairs of the Company the next financial

period up to the date of approval of these financial statements.

Tufton Oceanic Assets Limited

Alternative Performance Measures (“APMs”)

This Annual Report and Audited Financial Statements contain APMs, which are financial measures

not defined in IFRS Accounting Standards. These include certain financial and operational highlights

and key financials. The definition of each of these APMs is shown below.

The Company assesses its performance using a variety of measures that are not specifically defined

under IFRS Accounting Standards and are therefore termed APMs. The APMs that the Company uses

may not be directly comparable with those used by other companies. These APMs are used to present

a clearer picture of how the Company has performed over the year and are all financial measures of

historical performance. The APMs are prepared on a consolidated basis.

Alternative

Performance Measure

Definition / Method of calculation

Reason for use

Aggregate Realised Net

IRR

Realised IRR based on aggregated equity

cash flows across all divested vessels

calculated at SPV level, net of fees.

Measures the net realised IRR on all

vessel divestments

Average Charter Length

Total forecast EBITDA from charters in place,

divided by the expected annualised EBITDA

of those charters

To provide information about the

extent to which the future revenue of

the SPVs is contractually fixed

CAGR

Compound Annual Growth Rate. A business

and investing specific term for the geometric

progression ratio that provides a constant

rate of return over the time period

To provide a measure of annual

compound growth rate over time

Company IRR

The IRR of the Company calculated using all

gross capital raises, dividends and buyback

and current Company NAV

Measures the IRR achieved by the

Company

Consolidated Gearing

Ratio

Loans to charter-free value including capital

adjustments on a consolidated basis

To provide an indication of leverage,

which is not reported in the financial

statements which are not prepared on

a consolidated basis

Depreciated

Replacement Cost

Estimating the cost to replace the asset,

considering any changes in the cost of

materials and labour since the asset was

initially purchased or constructed, and

subtracting the depreciation that has

occurred since that time

To provide a methodical basis for

estimating the residual value of an

asset at the end of a planned

investment period.

Dividend Cover

Portfolio Operating Profit less debt

amortisation, divided by dividends for the

period

To provide information about the

extent to which dividends are covered

by earnings

EBITDA

Earnings before interest, taxes, depreciation

and amortisation

To provide a measure of profitability

from operating activity, independent of

financing strategy

Forecast Net Yield

Forecast EBITDA over the current charters

minus any capex accruals for the vessels in

the portfolio divided by the time-weighted

vessel values over the same period

To provide information about

profitability from future operating

activity relative to current vessel

values

Tufton Oceanic Assets Limited

Alternative Performance Measures (“APMs”) (continued)

Alternative

Performance Measure

Definition or method of calculation

Reason for use

Gain / (loss) in Capital

Values

Fair value gains and losses (being the

change in charter-free value + change in

charter value) from marking assets to market

in accordance with the valuation policy of the

Company

Fair value of the Company’s

underlying investments is a key

component of the Company’s overall

investment performance

Gross Operating Profit

Operating profit before gain / (loss) in capital

values, loan interest, fees, and all other

Company level expenses

To provide an indication of the

underlying profit from operating

activity, which is not reported in the

financial statements, before interest,

fees and Company level expenses

IRR

Internal rate of return - the internal rate of

return is the interest rate at which the net

present value of all the cash flows from a

project or investment equal zero, and is a

common performance indicator used in

investment funds

A widely used APM which allows the

shareholders to compare performance

of different funds

NAV Total Return Per

The change in NAV per share plus dividends

per share paid by the Company during the

period, divided by the initial NAV per share at

inception

A measure showing how the NAV per

share has performed over a period of

time, taking into account both capital

return and dividends paid to

Shareholders

Portfolio Operating Profit

Gross Operating Profit and interest income

less loan interest and fees, Company Level

Fees and Expenses

To provide an indication of the

underlying net profit from operating

activity, which is not reported in the

financial statements

Portfolio Price /

Depreciated

Replacement Cost

(“P/DRC”)

Price divided by the Depreciated

Replacement Cost. Price may refer to a

transaction (investment or divestment) value

or fair value at a certain date

The Investment Manager's preferred

valuation metric for investment

analysis. P/DRC tends to revert to

100% in the long-term

Revenue

Charter income, net of broker commissions

and charter related costs, earned by SPVs

To provide an indication of the

underlying income from operating

activity which is not reported in the

financial statements

Ship-Days

The sum of the number of days each vessel

was owned by the Company over the

financial period

To provide information about the

vessel operating activity measured in

days

Time-Weighted Capital

Employed

Time-weighted capital invested in vessels

A metric used to compare Gross

Operating Profit across different

periods

Tufton Oceanic Assets Limited

Alternative Performance Measures (“APMs”) (continued)

Alternative

Performance Measure

Definition / Method of calculation

Reason for use

Total Return Per Share

The Net Asset Value per ordinary share on

any Calculation Day adjusted to:

(i) include the gross amount of any dividends

and/or distributions paid to an ordinary share

since Admission;

(ii) not take account of any accrual made in

respect of the performance fee itself for that

Calculation Period;

A measure showing how the

investment in the Company’s shares

has performed over a period of time,

taking into account both capital return

and dividends paid to Shareholders

(iii) not take account of any accrual made in

respect of any prevailing Historic

Performance Fee Amount (as adjusted

pursuant to the operation of this paragraph

below);

(iv) not take account of any increase in Net

Asset Value per share attributable to the

issue of ordinary shares at a premium to Net

Asset Value per share or any buyback of any

ordinary shares at a discount to Net Asset

Value per ordinary share during such

Calculation Period;

(v) not take account of any increase in Net

Asset Value per share attributable to any

consolidation or sub-division of ordinary

shares;

(vi) take into account any other

reconstruction, amalgamation or adjustment

relating to the share capital of the Company

(or any share, stock or security derived

therefrom or convertible there into); and

(vii) take into account the prevailing Net

Asset Value of any C Shares in issue

Tufton Oceanic Assets Limited

Corporate Information

Directors

Robert King, Chairman

Stephen Le Page

Paul Barnes

Christine Rødsaether

Trina Le Noury – appointed 1 November 2023

Registered office

1 Royal Plaza

Royal Avenue

St Peter Port

GY1 2HL

Guernsey

Investment Manager and AIFM

Tufton Investment Management Ltd

70 Pall Mall

1st Floor London

SW1Y 5ES

Asset Manager

Tufton Management Limited

3rd Floor, St George’s Court

Upper Church Street

Douglas

Isle of Man IM1 1EE

Secretary and Administrator

Apex Administration (Guernsey) Limited (“Apex”)

1 Royal Plaza

Royal Avenue

St Peter Port

GY1 2HL

Guernsey

Tufton Oceanic Assets Limited

Corporate Information (continued)

Brokers

Hudnall Capital LLP

Adam House

7-10 Adam Street

London

WC2N 6AA

Singer Capital Markets

1 Bartholomew Lane

London

EC2N 2AX

Depositary

Apex Depositary (UK) Limited

Bastion House

140 London Wall

London

EC2Y 5DN

Guernsey Legal Advisers

Carey Olsen (Guernsey) LLP

PO Box 98, Carey House

Les Banques

St Peter Port

Guernsey

GY1 4BZ

UK Legal Advisers

Gowling WLG (UK) LLP

4 More London Riverside

London

SE1 2AU

Tufton Oceanic Assets Limited

Corporate Information (continued)

Registrar

Computershare Investor Services (Guernsey) Limited

Floor, Tudor House

Le Bordage

St Peter Port

Guernsey

GY1 1DB

Receiving Agent

Computershare Investor Services PLC

The Pavillions

Bridgewater Road

Bristol

BS99 6AH

Independent Auditor to the Company

PricewaterhouseCoopers CI LLP

Royal Bank Place

1 Glategny Esplanade

St Peter Port

Guernsey

GY1 4ND

Principal Bankers

Barclays Bank Plc

Guernsey International Banking

PO Box 41

St Peter Port

Guernsey, GY1 3BE

Tufton Oceanic Assets Limited

Definitions

The following definitions apply throughout this document unless the context requires otherwise:

Adjusted Net Asset Value

The Net Asset Value less uninvested monies (cash and cash value

equivalents) held by the Company from time to time excluding monies

arising on or from the realisation of or a distribution from an investment.

Administrator

Apex Administration (Guernsey) Limited

AIC

the Association of Investment Companies.

AIFM Directive or AIFMD

the EU Directive on Alternative Investment Fund Managers (No.

2011/61/EU).

AIF

an alternative investment fund.

AIFM

an alternative investment fund manager.

AIFM Rules

the AIFM Directive and all applicable rules and regulations

implementing the AIFM Directive in the UK.

Articles of Incorporation or

Articles

the articles of incorporation of the Company, as amended from time-to-

time.

Asset Manager

Tufton Management Limited

Auditor

PricewaterhouseCoopers CI LLP

Brokers

a mercantile agent employed in buying and selling shares –

The Company’s brokers are Hudnall Capital LLP

and Singer Capital Markets.

BWTS

Ballast Water Treatment System.

Calculation Day

The last business day of each Calculation Period.

Calculation Period

(a) the period starting on Admission and ending on the earlier of (i) 30

June 2024; (ii) the commencement of the winding up of the Company;

and (iii) the termination of the Manager's appointment; and

(b) if the previous Calculation Year ended on 30 June of the previous

Year, each successive period starting on 1 July and ending on the

earlier of (i) 30 June three years later; (ii) the commencement of the

winding up of the Company; and (iii) the termination of the Manager's

appointment.

Calculation Year

1 July to 30 June

Companies Law

the Companies (Guernsey) Law, 2008 as amended.

Company

Tufton Oceanic Assets Limited (Guernsey registered number 63061)

which, when the context so permits, shall include any intermediate

holding company of the Company and the SPVs.

Depreciated Replacement Cost

or DRC

The Investment Manager’s preferred valuation metric. DRC for a

secondhand vessel is the current cost of replacing the vessel with an

equivalent newbuild, depreciated to the same age.

Directors or Board

the Board of Directors of the Company or the Directors from time to time.

Disclosure Guidance and

Transparency Rules or DTRs

the disclosure guidance and transparency rules made by the Financial

Conduct Authority under Section 73A of FSMA.

Tufton Oceanic Assets Limited

Definitions (continued)

Discount Control Policy

The policy described in the Discount Control section of the Company’s

Prospectus.

Environmental, Social, and

Corporate Governance (ESG)

an evaluation of the company’s collective conscientiousness for social

and environmental factors.

FCA

the UK Financial Conduct Authority

Financial Reporting Council or

FRC

the UK Financial Reporting Council

FSMA

the Financial Services and Markets Act 2000 and any statutory

modification or re-enactment thereof for the time being in force.

Fund Level Fees and Expenses

Investment management fee and other professional fees and expenses

at fund level.

GFSC or Commission

the Guernsey Financial Services Commission

High Watermark Per Share

the higher of: (i) US$1.00 increased by the Hurdle; and (ii) if a

Performance Fee has previously been paid, the Total Return Per Share

on the Calculation Day for the last Calculation Period (if any) by

reference to which a Performance Fee was paid.

High Performance Fee Amount

in respect of any Calculation Period, an amount equal to the

Performance Fee Pay-Out Amount for the previous Calculation Period

where a Performance Fee was payable.

Historic Performance Fee

Amount

in respect of any Calculation Period, an amount equal to be

Performance Fee Pay-Out Amount for the previous Calculation Period

where a performance fee was payable.

IASB

International Accounting Standards Board

IFRIC

International Financial Reporting Interpretations Committee

IFRS Accounting Standards

International Financial Reporting Standards Accounting Standards

IMO

International Maritime Organisation

Investment Manager

Tufton Investment Management Ltd.

IPO

Initial public offering

Issue Price

An issue price refers to the initial cost of a security when it first becomes

available for purchase by the public.

Listing Rules

the listing rules made by the UKLA pursuant to Part VI of FSMA

London Stock Exchange or LSE

London Stock Exchange plc

LPG Carrier

a vessel used to transport liquefied petroleum gas.

LS Assets Limited or LSA

the Guernsey holding company owning the SPVs through which the

Company investment into vessels.

LSE Admission Standards

the rules issued by the London Stock Exchange in relation to the

admission to trading of, and continuing requirements for, securities

admitted to the SFS.

Main Market

the main market for listed securities operated by the London Stock

Exchange.

Market Abuse Regulation or MAR

Regulation (EU) No 596/2014 of the European Parliament and of the

Council of 16 April 2014 on market abuse.

Memorandum

the memorandum of association of the Company.

Tufton Oceanic Assets Limited

Definitions (continued)

Net Asset Value or NAV

the value, as at any date, of the assets of the Company after deduction

of all liabilities of the Company and in relation to a class of shares in the

Company, the value, as at any date of the assets attributable to that

class of shares after the deduction of all liabilities attributable to that

class of shares determined in accordance with the accounting policies

adopted by the Company from time-to-time.

Performance Fee Amount

20%. of the excess in Total Return Per Share and the High Watermark

Per Share multiplied by the time weighted average number of shares in

issue during the Calculation Period.

Performance Fee Pay-Out

Amount

in respect of the relevant Calculation Period, an amount equal to “A”,

where:

A = (0.5 x B) + C;

B = the Performance Fee Amount; and

C = an amount equal to the High Performance Fee Amount.

POI Law

the Protection of Investors (Bailiwick of Guernsey) Law, 2020, as

amended.

Portfolio

the Company’s portfolio of investments from time to time.

Paris Agreement

The Paris Agreement is a legally binding international treaty on climate

change.

Prospectus

The Placing and Offer for Subscription document for the Company

dated 8 December 2017.

Redemption

The one-off capital return of US$31.5m completed by the Company via

a compulsory redemption of 20,326,211 ordinary shares at a price of

US$1.550 per share.

the register of members of the Company.

Relevant Number of Shares

for any Calculation Period the time weighted average number of

ordinary shares in issue during such Calculation Period.

Responsible Investment

A strategy and practice to incorporate environmental, social and

governance (ESG) factors in investment decisions and active

ownership.

SFS or Specialist Funds Segment

the Specialist Funds Segment of the Main Market (previously known as

the Specialist Fund Market or SFM).

Segment

classifications of vessels within the shipping industry including, inter

alia, Tankers, General Cargo, Containerships and Bulkers.

SOFR

Secured Overnight Financing Rate.

SPV or Special Purpose Vehicle

Corporate entities, formed and wholly owned (directly or indirectly) by

the Company, specifically to hold one or more vessels, and including

(where the context permits) any intermediate holding company of the

Company.

£ or Sterling

the lawful currency of the United Kingdom.

Tufton

the Investment Manager

Tufton Group

Tufton Investment Management Holding Ltd and its subsidiaries.

Tufton Oceanic Assets Limited

Definitions (continued)

UK Corporate Governance Code

the UK Corporate Governance Code as published by the Financial

Reporting Council from time-to-time.

UK Listing Authority

the FCA acting in its capacity as the competent authority for the

purposes of Part VI of FSMA.

United Kingdom or UK

the United Kingdom of Great Britain and Northern Ireland.

VesselsValue

VesselsValue Limited, a third party provider of vessel valuations to the

Company and Investment Manager.

WACC

the weighted average cost of capital.

VLCC

Very large crude carrier.

Tufton Oceanic Assets Limited

Notice of AGM

Tufton Oceanic Assets Limited

Registered Office Address: 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL

Registration Number: 63061

This document is important and requires your immediate attention. If you are in doubt as to

any aspect of the proposals referred to in this document or the action you should take, you

should seek your own advice from a stockbroker, solicitor, or other independent professional

adviser. If you have recently sold or transferred all your shares in Tufton Oceanic Assets

Limited, please forward this document, together with the accompanying documents, as soon

as possible either to the purchaser or transferee or to the person who arranged the sale or

transfer so they can pass these documents to the person who now holds the shares.

Dear Shareholder,

I am pleased to send you the notice of the 2024 Annual General Meeting (“AGM”) of the members of

Tufton Oceanic Assets Limited (the “Company” or “SHIP”), to be held at 1 Royal Avenue, St Peter

Port, Guernsey GY1 2HL on Thursday, 24 October 2024 at 11.00 am BST time. Explanatory notes on

all resolutions accompany the notice of the AGM (the “Notice”).

Re-Election of Directors

As in previous years, all Directors are offering themselves for re-election or election in accordance with

the AIC Code of Corporate Governance and the Articles of Incorporation of the Company (the

“Articles”). Please note for your information that biographical details of all the Directors offering

themselves for re-election are set out in the explanatory notes to the resolutions that follow this Notice.

Continuation Vote

Alongside the ordinary business of the 2024 AGM, a resolution for the continuation of the Company is

included in the Notice.

As set out in the Prospectus, the Directors will propose an ordinary resolution at the 2024 AGM that

the Company continues its business (the “Continuation Resolution”). If the Continuation Resolution

is passed at the 2024 AGM, the Directors will put a further resolution to Shareholders at the 2027 AGM

and every three years thereafter.

The Board unanimously recommends that Shareholders vote in favour of the Continuation Resolution

and the Board intend to vote the shares they control in favour.

The Board, in consultation with the Investment Manager, undertook a review of the Company’s mid-

term strategy the highlights of which were announced on 17 January 2024 including:

• Since its IPO in December 2017, the Company has delivered strong results in line with its

original objectives, despite the very challenging economic and operational backdrop during

Covid, ongoing geopolitical events and the impact of inflation.

• The Investment Manager anticipates the investment opportunity set for fuel-efficient

secondhand vessels to be very strong for the next decade as the shipping industry slowly

transitions to net-zero carbon fuels to meet tightening regulations and decarbonisation targets.

Tufton Oceanic Assets Limited

• The Board and the Investment Manager believe that strong supply-side fundamentals will

continue to support high yields and secondhand values in the medium term, resulting in future

IRRs being higher than the Company’s published target.

Acknowledging the discount of the share price to the Company’s NAV, the Board also announced

changes to the Company’s capital allocation policy and use of investible cash as follows:

- With effect from 1Q24, SHIP’s annual target dividend was increased by c.17.6% from

US$0.085/share to US$0.10/share.

- Towards the end of August 2024, the Company returned US$31.5m by way of a one-time

compulsory Redemption of shares at a price of US$1.550 / share (being the NAV per share as

at 30 June 2024).

- The Company sees fleet renewal (based on age, technology, and sector outlook) as a priority.

Returns from all new asset investments over a three-year holding period will be compared to

the benefit from a further return of capital given the prevailing share price at the time of the

proposed investment and medium-term market outlook.

- The Board will annually evaluate a further return of capital using excess investible cash if no

suitable investment opportunities are presented.

- The current buy-back policy is to remain in place i.e. excess cash may be used, at the

discretion of the directors, to repurchase shares should they trade at a >10% discount to NAV,

as set out in the Company’s listing documents.

The Board therefore believes the correct strategy for SHIP over the medium term through to 2030 is

to continue investing in fuel-efficient secondhand vessels to maximise shareholder returns, intending

to realise the Company’s current portfolio of assets starting from 2028, well before the decarbonisation

of shipping accelerates.

Company Name Change

The Board is proposing that the name of the Company be changed to Tufton Assets Limited as of 1

November 2024.

At the time of IPO, the Investment Manager was called Tufton Oceanic Limited (“TOL”). TOL was a

professional investment manager with activities in the maritime industry involving both real maritime

asset investments as well as financial asset (equity and derivative) investments. In late 2020, TOL

informed the Company’s Board of a reorganisation of its activities whereby the financial asset

investment side of the business had been subject to a management buy-out under the subsequent

name of Oceanic Investment Management Limited (“OIM”) and that the real maritime asset investment

activities of the Investment Manager would remain in place but with a name change to Tufton

Investment Management Ltd (“TIM”). This change was notified to SHIP stakeholders on 5 January

2021.

It is proposed to remove “Oceanic” from the name of the Company and to re-name it Tufton Assets

Limited thereby confirming that there is no ongoing connection between TIM and OIM. There is no

change of any sort to the Investment Manager or any of the services provided by TIM to the Company.

Voting

The Board of Directors of the Company believe that the proposed resolutions set out in this Notice are

in the best interests of the Company and its members.

Tufton Oceanic Assets Limited

If you would like to vote on the resolutions, please appoint a proxy by no later than Tuesday, 22 October

2024 at 11.00 am BST time. A form of proxy accompanies the Notice.

All resolutions will be put to a poll in reflection of best practice and to ensure that all members have

their votes considered, proportional to their shareholdings in the Company.

The results of the AGM will be announced to the market as soon as practicable after the conclusion of

the AGM. Should you wish to discuss anything ahead of the AGM, please see the contact details

below:

Tufton Investment Management Ltd, the Investment Manager

andrew.hampson@tufton.com

nicolas.tirogalas@tufton.com

Hudnall Capital, the Joint Broker

ac@hudnallcapital.com

Singer Capital Markets, the Joint Broker

James.Maxwell@singercm.com

Alex.Bond@singercm.com

Jalini.kalaravy@singercm.com

Apex Administration (Guernsey) Limited, the Company Secretary & Chairman

shipadmin@apexgroup.com

Yours faithfully,

Robert King

Independent Non-Executive Chairman

Tufton Oceanic Assets Limited

100

NOTICE OF ANNUAL GENERAL MEETING 2024

Notice is hereby given that the eight Annual General Meeting of the members of Tufton Oceanic Assets

Limited (the “Company”) will be held at 1 Royal Avenue, Royal Plaza, St Peter Port, Guernsey GY1

2HL on Thursday, 24 October 2024 at 11.00am BST time to transact the business set out in the

resolutions below.

ORDINARY RESOLUTIONS

1. To receive the Company’s Annual Report and Audited Financial Statements for the year ended

30 June 2024.

2. To re-appoint PricewaterhouseCoopers CI LLP as auditor to the Company until the conclusion

of the next general meeting at which accounts are laid before the Company.

3. To authorise the Directors of the Company (the "Directors") to determine the remuneration of

the auditor.

4. To approve the remuneration of the Directors for the year ended 30 June 2024, as set out in the

Directors' Report.

5. To re-elect Mr Robert King as a Director who retires by rotation in accordance with Article 21.3

of the Articles.

6. To re-elect Mr Stephen Le Page as a Director who retires by rotation in accordance with Article

21.3 of the Articles.

7. To re-elect Mr Paul Barnes as a Director who retires by rotation in accordance with Article 21.3

of the Articles.

8. To re-elect Ms Christine Rødsæther as a Director who retires by rotation in accordance with

Article 21.3 of the Articles.

9. To re-elect Ms Trina Le Noury as a Director who retires by rotation in accordance with Article

21.3 of the Articles.

10. To authorise the Company to make market acquisitions (as defined in the Companies

(Guernsey) Law, 2008, as amended) of its own ordinary shares of no par value (“Ordinary

Shares”), either for cancellation or to hold as treasury shares for future resale or transfer,

provided that:

a. the maximum number of Ordinary Shares authorised to be purchased shall be up to

14.99% of the Ordinary Shares in issue (excluding treasury shares in issue) as at 25

September 2024 (being the last business day prior to the publication of the Notice);

b. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is

US$0.01;

Tufton Oceanic Assets Limited

101

c. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is

an amount equal to the higher of:

i. an amount equal to 5% above the average of the mid-market values of an Ordinary

Share taken from the London Stock Exchange Daily Official List for the five business

days before the purchase is made; or

ii. the higher of the price of the last independent trade or the highest current

independent bid for Ordinary Shares on the London Stock Exchange at the time the

purchase is carried out;

d. subject to paragraph (e), such authority shall expire at the annual general meeting of the

Company to be held in 2025 (unless previously varied, revoked or renewed by the

Company in general meeting) or, if earlier, the date falling 15 months from the passing of

this resolution; and

e. notwithstanding paragraph (d), the Company may make a contract to purchase its

Ordinary Shares pursuant to the authority hereby conferred prior to the expiry of such

authority which will or may be executed wholly or partly after the expiry of such authority

and may make a purchase of its own Ordinary Shares in pursuance of any such contract

notwithstanding the expiry of the authority given by this resolution.

11. To re-approve the dividend policy of the Company as set out in the Prospectus dated 8

December 2017.

12. To approve the continuation of the company as set out in the Prospectus dated 8 December

2017.

SPECIAL RESOLUTION

13. To consider and approve the Company name change from Tufton Oceanic Assets Limited to

Tufton Assets Limited as of 1 November 2024.

EXTRAORDINARY RESOLUTION

14. To authorise the Directors to allot and issue shares, to grant rights to subscribe for or to convert

any security into shares and to make offers or agreements to allot and issue equity securities

(as defined in Article 5.1(a) of the Articles) for cash and/or to sell Ordinary Shares held by the

Company as treasury shares as if the pre-emption rights contained in Article 5.2 of the Articles

did not apply to any such allotment, grant or sale, provided that such authority shall be limited to

the allotment of shares and/or grant of rights to subscribe for or to convert any security into

shares and/or sale of treasury shares up to an aggregate number of Ordinary Shares as equal

to 27,075,633 Ordinary Shares (representing 10% of the Ordinary Shares in issue as at 25

September 2024) (excluding any Ordinary Shares held in treasury and after giving effect to the

exercise of warrants, options or other convertible securities outstanding as at such date).

The authority granted by this resolution shall, unless renewed, varied or revoked by the

Company, expire on the earlier of the conclusion of the next annual general meeting of the

Company and 15 months after the passing of this resolution, save that the Company may, before

such expiry, make offers or enter into agreements during the relevant period which would or

might require.

Tufton Oceanic Assets Limited

102

Ordinary Shares to be allotted and issued or rights to subscribe for or to convert any security

into Ordinary Shares to be granted or Ordinary Shares held in treasury to be sold after this

authority has expired and the Directors may allot and issue equity securities and/or sell Ordinary

Shares out of treasury in pursuance of any such offer or agreement as if this power had not

expired.

By order of the Board

On behalf of Apex Administration (Guernsey) Limited

Company Secretary

1 Royal Avenue

Royal Plaza

St Peter Port

Guernsey

GY1 2HL

Tufton Oceanic Assets Limited

103

EXPLANATORY NOTES - GENERAL

The following notes explain your general rights as a member and your right to vote at the 2024 AGM

or to appoint someone else to vote on your behalf.

A member of the Company who is entitled to attend the AGM is entitled to appoint one or more proxies

to attend, speak and vote in their place. A proxy does not need to be a member of the Company but

must attend the AGM to represent you. Details of how to appoint the Chairman of the AGM or another

person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your

proxy to speak on your behalf at the AGM you will need to appoint your own choice of proxy (not the

Chairman) and give your instructions directly to them. A member may appoint more than one proxy to

attend the AGM, provided that each proxy is appointed to exercise rights attached to different shares.

Under the current circumstances, the Board strongly advises shareholders to appoint the Chairman of

the meeting as their proxy for all votes. Please note that appointing a proxy who cannot attend the

AGM will effectively void your vote.

A corporation which is a member can appoint one or more corporate representatives who may

exercise, on its behalf, all its powers as a member provided that no more than one corporate

representative exercises powers over the same share. Corporate members are strongly encouraged

to complete and return a form of proxy appointing the Chairman of the meeting to ensure their votes

are included in the poll.

A form of proxy is enclosed which should be completed in accordance with the instructions. To be

valid, this form of proxy and any power of attorney or other authority under which it is executed (or a

duly certified copy of such power of attorney) must be lodged with the Company’s Registrar,

Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol,

BS99 6ZY, or by e-mail to #UKCSBRS.ExternalProxyQueries@computershare.co.uk. Alternatively,

completed forms can be sent to the registered office of the Company c/o Apex Administration

(Guernsey) Limited, 1 Royal Avenue, Royal Plaza, St Peter Port, Guernsey, GY1 2HL. All proxies must

be received by no later than 11.00 am BST time on Tuesday, 22 October 2024, being 48 hours before

the time appointed for the AGM. Submission of a proxy appointment will not preclude a member from

attending and voting at the AGM should they wish to do so.

CREST offers a proxy voting service which the Company’s Registrar, Computershare are an agent of.

Shareholders are advised that, upon receipt of their proxy form from the Company, if they wish to

appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST

system, the CREST message must be received by the Company's agent (ID 3RA50) two days prior to

the date of the Company's AGM at the latest. 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 issuer's agent is able to retrieve the message. After this time any change of instructions

to a proxy appointed through CREST should be communicated to the proxy by other means.

CREST Personal Members or other CREST sponsored members, and those CREST Members who

have appointed voting service provider(s) should contact their CREST sponsor or voting service

provider(s) for assistance with appointing proxies via CREST.

For further information on CREST procedures, limitations and system timings, please refer to the

CREST Manual. We may treat as invalid a proxy appointment sent by CREST in the circumstances

set out in Regulation 41 of the Uncertificated Securities (Guernsey) Regulations 2009.

Tufton Oceanic Assets Limited

104

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 11.00

am BST time on 22 October 2024 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.

Please note that the AGM will not be made available by way of publicly available real-time broadcast.

As at 25 September 2024 (being the last business day prior to the publication of the Notice), the

Company's issued share capital consists of 270,756,330 Ordinary Shares, carrying one vote each.

Therefore, the total number of voting rights in the Company as at 25 September 2024 is 270,756,330.

Tufton Oceanic Assets Limited

105

EXPLANATORY NOTES – ORDINARY RESOLUTIONS 1 to 12

ORDINARY RESOLUTION 1 – The Company must present the financial statements for the year ended

30 June 2024 and the reports of the Directors and the Auditor to the AGM for approval.

ORDINARY RESOLUTION 2 – The auditor of the Company must be re-appointed at each general

meeting where accounts are laid, to hold office until the conclusion of the next such general meeting.

It is proposed that PricewaterhouseCoopers CI LLP Limited be re-appointed as the Company’s auditor,

to hold office from the AGM’s conclusion until the conclusion of the next general meeting at which

accounts are laid before the Company.

ORDINARY RESOLUTION 3 – This resolution gives authority to the Board of Directors to determine

the remuneration of the Auditor.

ORDINARY RESOLUTION 4 – Guernsey-registered companies are not obliged to prepare and publish

a Directors’ Remuneration Report. However, the Company has included details of its Directors’

remuneration within the Financial Report and Audited Financial Statements and an ordinary resolution

will be put to shareholders seeking approval of the Directors’ remuneration, which will be advisory

only.

ORDINARY RESOLUTIONS 5-9 – The full Board of Directors are retiring. They are offering

themselves for re-election or election as appropriate in accordance with Article 23.1 of the Articles and

the Association of Investment Companies (“AIC”) Code of Corporate Governance, of which the

Company is a member. A brief biography for each of the Directors is set out on pages 35 and 36 of

the Annual Report and Audited Financial Statements.

ORDINARY RESOLUTION 10 – This resolution grants the Company authority to make market

purchases of up to 14.99% of the Ordinary Shares in issue as at 25 September 2024 (being the last

business day prior to the publication of the Notice). The Ordinary Shares bought back will either be

cancelled or placed into treasury at the determination of the Directors.

The maximum price which may be paid for each Ordinary Share must not be more than the higher of

(i) 5% above the average of the mid-market values of an Ordinary Share taken from the London Stock

Exchange Daily Official List for the five business days before the purchase is made; or (ii) the higher

of the price of the last independent trade or the highest current independent bid for the Ordinary Shares

on the London Stock Exchange at the time the purchase is carried out. The minimum price which may

be paid for each Ordinary Share is US$0.01.

This authority shall expire at the next annual general meeting of the Company (or, if earlier, the date

falling 15 months from the passing of this resolution), when a resolution to renew the authority will be

proposed. The Company currently intends that any Ordinary Shares repurchased would be held in

treasury, subject to applicable law and regulation.

ORDINARY RESOLUTION 11 – Shareholders are being asked to approve the Company’s policy with

respect to the payment of dividends. This approval will be advisory only. The dividend policy, as

set out in the Prospectus dated 25 September 2018, is summarised below:

Dividend Policy

The Company intends to pay dividends on a quarterly basis with dividends declared in January,

April, July and October. The Company will target a quarterly dividend of 2.5 cents per Ordinary

Share for the financial year 2025.

Tufton Oceanic Assets Limited

106

ORDINARY RESOLUTION 12 – This resolution grants the Company authority to continue its business.

The Continuation Resolution, as set out in the Prospectus dated 25 September 2018, is summarised

below:

Continuation Resolutions

The Directors propose an ordinary resolution at the annual general meeting to be held in 2024

that the Company continues its business (a “Continuation Resolution”). If this Continuation

Resolution is passed, then the Directors shall every three years thereafter at the annual

general meeting held following the publication of the audited accounts propose a further

Continuation Resolution.

If the Continuation Resolution is not passed, the Directors will put forward proposals for the

reconstruction or reorganisation of the Company to Shareholders for their approval as soon as

reasonably practicable following the date on which the Continuation Resolution is not passed.

These proposals may or may not involve winding up the Company and, accordingly, failure to

pass the Continuation Resolution will not necessarily result in the winding up of the Company.

An Ordinary Resolution is a resolution passed by a simple majority of Members.

SPECIAL RESOLUTION 13 - Company Name Change – This resolution will, if passed, allow the

Company to change its name from Tufton Oceanic Assets Limited to Tufton Assets Limited as of 1

November 2024.

A Special Resolution is a resolution of the shareholders present in person in a general meeting

passed by a majority of not less than seventy-five percent of the votes recorded on a show of

hands or by way of a poll.

EXTRAORDINARY RESOLUTION 14 - General Disapplication of Pre-emption Rights – This

resolution will, if passed, give the Directors power to allot shares or grant rights to subscribe for or to

convert any security into shares or sell treasury shares for cash without first offering them to existing

shareholders in proportion to their existing holdings up to an aggregate number of Ordinary Shares as

equal to 27,075,633 Ordinary Shares, which represents approximately 10% of the Company's issued

ordinary share capital (excluding treasury shares) as at 25 September 2024.

Resolution 14 will allow the Company to carry out one or more tap issues, in aggregate, up to 10% of

the number of Ordinary Shares in issue as at the last business day prior to publication of the Notice

and thus to pursue specific investment opportunities in a timely manner in the future and without the

requirement to publish a prospectus and incur the associated costs.

Any new Ordinary Shares issued under the combined authority will be at a minimum issue price equal

to the last published NAV per Ordinary Share at the time of allotment together with a premium intended

at least to cover the costs and expenses of the relevant placing or issue of new Ordinary Shares

(including, without limitation, any placing commissions). The issue price in respect of each relevant

placing or issue of new Ordinary Shares will be determined on the basis described above to cover the

costs and expenses of each placing or issue and thereby avoid any dilution of the NAV of the then

existing Ordinary Shares held by shareholders.

In accordance with the Articles, an Extraordinary Resolution is a resolution of the shareholders

present in person in a general meeting passed by a majority of not less than seventy-five

percent of the votes recorded on a show of hands or by way of a poll.

Tufton Oceanic Assets Limited

107

Form of Proxy - Annual General Meeting 2024

To be held at 1 Royal Avenue, Royal Plaza, St Peter Port, Guernsey GY1 2HL

On Thursday, 24 October 2024 at 11.00 am BST time and at any adjournment thereof

I/We………………………………………..………………………………………………….………

(BLOCK LETTERS PLEASE)

of………………………………………………………………………………………………………

…………………………………………………………………………………………………………

being (a) member(s) of the above-named Company, hereby appoint the Chairman of the meeting/

or*

………………………………………………………………………………………………………………

as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company

to be held at 1 Royal Avenue Royal Plaza, St Peter Port, Guernsey, GY1 2HL on Thursday, 24 October

2024 at 11.00 pm BST time and at any adjournment thereof.

* To allow effective constitution of the meeting, if it is apparent to the Chairman that no shareholders

will be present other than by proxy, then the Chairman may appoint a substitute to act as proxy in his

stead for any shareholder, provided that such substitute proxy shall vote on the same basis as the

Chairman. A proxy need not be a member of the Company.

I/We direct my/our proxy to vote as follows:

ORDINARY RESOLUTIONS

FOR

AGAINST

VOTE

WITHHELD**

1. To receive the Company’s Annual Report and Audited

Financial Statements for the year ended 30 June 2024.

2. To re-appoint PricewaterhouseCoopers CI LLP as auditor to

the Company until the conclusion of the next general meeting

at which accounts are laid before the Company.

3. To authorise the Directors to determine the remuneration of

the auditor.

4. To approve the remuneration of the Directors for the year

ended 30 June 2024, as set out in the Directors’ Report.

Tufton Oceanic Assets Limited

108

ORDINARY RESOLUTIONS

FOR

AGAINST

VOTE

WITHHELD**

5. To re-elect Mr Robert King as a Director who retires by

rotation in accordance with Article 21.3 of the Articles.

6. To re-elect Mr Stephen Le Page as a Director who retires by

rotation in accordance with Article 21.3 of the Articles.

7. To re-elect Mr Paul Barnes as a Director who retires by

rotation in accordance with Article 21.3 of the Articles.

8. To re-elect Ms Christine Rødsæther as a Director who retires

by rotation in accordance with Article 21.3 of the Articles.

9. To elect Ms Trina Le Noury as a Director who retires by

rotation in accordance with Article 21.3 of the Articles.

10. Authority to make acquisitions of the Company’s own shares.

11. To approve the Company’s dividend policy.

12. To approve the Continuation of the Company.

SPECIAL RESOLUTION

13. To approve the Company name change.

EXTRAORDINARY RESOLUTION

14. Authority to allot and issue shares and to sell shares held in

treasury as if the pre-emption rights in the Articles do not

apply.

Signed this day of 2024

Signature

[ ] Please tick here to indicate that this proxy instruction is in addition to a previous

instruction. Otherwise it will overwrite any previous instruction given.

Tufton Oceanic Assets Limited

109

NOTES TO THE FORM OF PROXY:

i. Please indicate with an “X” in the appropriate box how you wish the proxy to vote.

ii. If no “X” is marked in any of the for/against/vote withheld boxes in respect of a resolution,

the proxy will exercise their discretion as to how they vote or whether they withhold their

vote. The proxy will also exercise their discretion as to how they vote or whether they

withhold their vote on any business or resolution considered at the AGM other than the

resolutions referred to in this form of proxy.

iii. In accordance with sections 222 and 223 of The Companies (Guernsey) Law 2008, you

may appoint more than one person as your proxy to exercise all or any rights to attend and

to speak and vote.

iv. **A vote withheld is not a vote in law and will not be counted in the calculation of the votes

“For” and “Against” a resolution.

v. To be valid this form of proxy and any power of attorney or of the authority under which it is

executed (or a duly certified copy of such power of attorney) must be lodged with the

Company’s Registrar: Computershare Investor Services (Guernsey) Limited, c/o The

Pavilions, Bridgwater Road, Bristol, BS99 6ZY or the registered office of the Company c/o

Apex Administration (Guernsey) Limited, 1 Royal Avenue, Royal Plaza, St Peter Port,

Guernsey, GY1 2HL by no later than 11.00 am BST time on Tuesday, 22 October 2024,

being 48 hours before the time appointed for the AGM. Completing and returning this form

of proxy will not prevent you from attending the meeting and voting in person if you so wish.

vi. In order to revoke a proxy instruction, a member will need to send a signed hard copy notice

clearly stating their intention to revoke a proxy appointment, together with the power of

attorney or other authority (if any) under which it is signed, or a notarially certified copy of

such power of attorney or authority, to the Company’s Registrar to the contact details noted

above.

vii. A form of proxy executed by a corporation must be either under its common seal or signed

by an officer or attorney duly authorised by that corporation.

viii. In the case of joint holdings, the signature of the first named member on the Register of

Members will be accepted to the exclusion of the votes of the other joint holders.

ix. Pursuant to Regulation 41 of the Uncertificated Securities (Guernsey) Regulations 2009,

entitlement to attend and vote at the meeting and the number of votes which may be cast

thereat will be determined by reference to the Register of Members of the Company at close

of business on the day which is two business days before the day of the meeting. Changes

to entries on the Register of Members after that time shall be disregarded in determining

the rights of any person to attend and vote at the meeting.