GLOBAL OPPORTUNITIES TRUST PLC

Annual Report • Sep 26, 2024

Annual Report and Financial Statements for the year ended 31 December 2023 Global Opportunities Trust plc The Company’s investment objective is to provide shareholders with an attractive real long-term total return by investing globally in undervalued asset classes. The portfolio is managed without reference to the composition of any stock market index. Key facts about the Company: • A self-managed investment trust with an independent Board. • Experienced manager in Dr Sandy Nairn, Executive Director, with more than 35 years of global equity experience. • A flexible mandate to seek out undervalued assets of all kinds. The Company invests in a range of assets across both public and private markets throughout the world. These assets include both listed and unquoted securities, investments and interests in other investment companies and investment funds (including limited partnerships and offshore funds) as well as bonds (including index-linked securities) and cash. • Annualised Net Asset Value (‘NAV’) total return of 8.3% per annum since launch in 2003. • Positive NAV return in 2023, in resilient markets for equities. • Close alignment of interest between the Directors (who together own 18% of the Company, including the interests of persons closely associated) and shareholders. WHY INVEST IN GLOBAL OPPORTUNITIES TRUST? Financial Highlights 2 Strategic Report Chairman’s Statement 3 Executive Director’s Report 5 Portfolio of Investments 7 Top 10 Holdings 8 Distribution of Investments 10 Long Term Performance 11 Strategic Review 12 Governance Report Board of Directors 19 Directors’ Report 20 Remuneration Report 23 Corporate Governance Report 27 Report of the Audit and Management Engagement Committee 32 Statement of Directors’ Responsibilities 36 Independent Auditor’s Report 37 Financial Statements Income Statement 44 Balance Sheet 45 Statement of Changes in Equity 46 Statement of Cash Flow 47 Notes to the Financial Statements 48 Additional Information Corporate Information 64 Shareholder Information 65 Glossary of Terms and Alternative Performance Measures 66 Annual General Meeting Notice of Annual General Meeting 68 Notes to the Notice of Annual General Meeting 70 CONTENTS FINANCIAL HIGHLIGHTS for the year ended 31 December 2023 CHANGE IN NET ASSET VALUE PER SHARE – cum inc. 0.2% NET ASSET VALUE TOTAL RETURN (with dividends added back) 1.7% SHAREHOLDERS’ FUNDS £106.4m SHARE PRICE DISCOUNT TO NET ASSET VALUE 18.2% 31December 2023 31December 2022 % Change Net assets/shareholders’ funds (£) 106,411,000 106,144,000 0.3 Shares in issue 29,222,180 29,222,180 – Net asset value per share – cum inc. (pence) 364.1 363.2 0.2 Net asset value total return (with dividends added back) (%) 1.7 15.8 n/a Share price (pence) 298.0 314.0 (5.1) Dividend per share (pence) 5.0 5.0 – Share price total return (with dividends added back) (%) (3.6) 9.8 n/a Share price discount to net asset value (%) (18.2) (13.5) n/a Ongoing charges ratio (%) 0.9 0.9 n/a * Alternative Performance Measure. For definitions please refer to the Glossary of Terms and Alternative Performance Measures on pages 66 and 67. 2 3 Introduction I am pleased to present the Company’s Annual Report and Financial Statements for the year ended 31 December 2023. The Company’s year under review is the first completed entirely under its self-managed status and has also been witness to the transition to its new management arrangements, as further detailed below. These changes have been undertaken through a period of volatile markets, experienced within both equities and bonds, arising from unstable macroeconomic variables as well as heightened geopolitical tensions on a global scale. Management arrangements Following the transition to self-managed status in 2022, the Company terminated its investment management agreement with Franklin Templeton in May 2023 with the management of the global listed equities portion of the portfolio now being undertaken directly by Dr Nairn, Executive Director. As disclosed in the prior year’s Annual Report, the Company has entered into a strategic relationship with Goodhart Partners LLP (‘Goodhart’). Goodhart’s role is twofold, both to introduce private market opportunities to the Company and to act as a Sub-Advisor in relation to the management of the global listed equities mandate. Despite being relatively early into the new arrangements, the Company is benefiting from the combined knowledge of Dr Nairn and Goodhart and the opportunities this relationship is presenting. Further information on Goodhart is available via the website at www.goodhartpartners.com. Investment performance Despite the challenging market conditions of 2023, the Company’s net asset value (‘NAV’) grew by 1.7% during the year however its share price fell by 3.6%, both on a total return basis with dividends assumed to be reinvested. In comparison, the FTSE All-World Total Return Index rose by 15.7%, following a strong rally towards the end of 2023 and the heavier weighting given by this index to technology stocks (dominated by the so called “Magnificent Seven”), including those buoyed by the rapid growth in artificial intelligence. Shareholders should note however that the Company has no stated benchmark against which it seeks to outperform. Its objective is to achieve real long-term total return through investing in undervalued global securities. As at 31 December 2023 the Company had net assets of £106.4 million. The NAV per ordinary share was 364.1p and the middle market price per share on the London Stock Exchange was 298.0p, representing a discount to NAV of 18.2%. The Company’s discount is discussed in more detail under the ‘Share capital’ section that follows. Further details on the investment performance of the Company during the year under review are included in the Executive Director’s Report. Share capital The Company’s discount to underlying NAV averaged 14.5% during the year, on a monthly basis, and at the year-end stood at 18.2%. Despite operating at a discount throughout the year, the discount has not been subject to the levels of volatility experienced by some of the Company’s peers, and at the year-end was comparable to the average discount of 18.3% in the ‘Flexible Investment’ sector of the Association of Investment Companies (‘AIC’), of which the Company is a member. Following the change in investment objective which was approved by shareholders at the end of 2021 and subsequent tender offer early in 2022, no share buybacks have been conducted by the Company, and the buyback policy no longer aims to keep the share price at close to NAV. The Board however remains of the opinion that having the option to utilise share buybacks as a discount control mechanism is important and is therefore requesting that shareholders approve a renewal to this authority at the forthcoming Annual General Meeting (‘AGM’). Earnings and final dividend The return per ordinary share for the year ended 31 December 2023 was 5.9 pence per share comprising a revenue return of 5.3 pence per share and a capital return of 0.6 pence per share. The Board is proposing a final dividend of 5.0 pence per share which, subject to approval by shareholders at the AGM, will be paid on 31 May 2024 to those shareholders on the register at the close of business on 3 May 2024. This dividend is fully covered by the Company’s earnings in the financial year under review and exceeds the minimum that the Company is obliged to distribute under law to maintain its investment trust status. Board composition We welcomed Katie Folwell-Davies to the Board following her election at the last AGM held in April 2023. David Ross retired following the AGM’s conclusion. The Board believes that its size and composition remain appropriate for the activities of the Company and the Board retains a good balance of skills and business experience to enable it to operate effectively. As such, all Directors will be standing for re- election at the forthcoming AGM and further details on the Directors can be found on page 19. Annual General Meting This year’s AGM will be held on 16 May 2024 at the offices of Juniper Partners Limited, 28 Walker Street, Edinburgh EH3 7HR at 12 noon. The Notice of AGM, containing full details of all business to be conducted at the meeting, is set out on pages 68 and 69 of this report. Further details on the ordinary and special resolutions that are being proposed under special business at the AGM can be found in the Directors’ Report on pages on page 22. CHAIRMAN’S STATEMENT 4 In addition to the formal business of the meeting, Dr Nairn will provide a short presentation to shareholders on the performance of the Company over the past year as well as an outlook for the future. The AGM is an opportunity for shareholders to ask questions of both the Board and of the Executive Director, and as always, the Board would welcome your attendance. If you are unable to attend the AGM in person, I would encourage you to vote in favour of all resolutions by Form of Proxy and appointing me (as Chair of the meeting) as your proxy to ensure your vote is registered. Outlook Whilst last year we thought that significant market rallies would be likely in response to falling inflation, these rallies have been sustained longer than we might have expected. The reason probably lies in the growth recorded in the US which has given rise to the hope that there will be a ‘soft landing’ and a meaningful recession will be avoided. Should this occur, it is just about possible to make an argument for the current extended equity valuations, however this would not leave much room for significant returns. If the global economy were to follow normal historic patterns, then there will be significant scope for negative corporate profit outcomes which would quickly puncture the current prevailing sanguine view of equity markets. Against this backdrop the Company has retained a broadly similar structure to last year in anticipation of new opportunities arising. As noted earlier, whilst the Company’s NAV rose slightly over the year this was not reflected in the share price such that the discount widened further. To address this, efforts have begun to increase investors’ awareness of the Company and these will be intensified during 2024. Once again, we would like to thank our shareholders for their continued support and look forward to the day when the investment landscape is more attractive. Periodically, investment articles are posted on the Company’s website when we encounter investment issues worthy of comment and we would encourage shareholders to sign up to the website to receive such notifications during the year. Keep up to date Shareholders can keep up to date on the performance of the portfolio through the Company’s website at www.globalopportunitiestrust.com where you will find information on the Company, a monthly factsheet and regular updates from Dr Nairn. As always, the Board welcomes communication from shareholders and I can be contacted directly through the Company Secretary at cosec@junipartners.com. Cahal Dowds Chair 9 April 2024 CHAIRMAN’S STATEMENT – continued 5 Background and context Before discussing the returns during 2023, and the outlook for 2024, it is worth recapping on the experience of 2022, and how we felt as 2022 unfolded. The main message in 2022 was the level of overvaluation that we believed was apparent across all asset classes and markets, flowing from the extended period of interest rate suppression. Whilst inflation was thought to be absent from the system it was possible for markets to believe in a world where excessive debt carried little consequences, leverage was positive and economic growth could continue without any setback, safe in the knowledge that governments would step in whenever necessary. This sanguine market view was interrupted when post-Covid consumption increases and the invasion of Ukraine met supply side bottlenecks, oil prices soared and inflation reared its head. The net result was that asset markets declined markedly during 2022, although this was mitigated for sterling-based investors by the pound’s depreciation. Prior to these price moves it was possible to make an unequivocal statement about the excess valuation in asset markets, requiring as it did a heroic set of assumptions to provide any meaningful justification. Once those price moves had taken place, the position was more nuanced. Many sovereign bonds for example, including UK Gilts and US Treasuries, had moved to yields which in the event of declines in inflation would leave them, for the first time in several years, trading in a historically sustainable range. Whether they represented good value or not at those levels would be determined by one’s economic outlook, but they could plausibly be seen as at least fair value. Equities in the major markets on the other hand remained, despite the declines, at historically high valuations. Cyclically adjusted price-earnings ratios (Shiller) US equities, even at the trough in February 2022, were at a valuation similar to that which existed before the 1929 crash and only exceeded two other times in a hundred years. To justify such a valuation required a view that the global economy was at an economic trough and about to venture into an extended period of strong growth. This was not our view. We believed that the normalisation of interest rates would slow growth from the post Covid sugar high and that economic conditions would tighten. Our concerns lay with future growth, not inflation. As the year progressed markets took the view that falling inflation would lead to interest rate declines and that the equity party could recommence. As a consequence, there were meaningful rallies in equity markets globally. In our view this was effectively a nostalgic desire to go back to a period where interest rates were suppressed and governments used fiscal policy to try and maintain growth. We do not subscribe to the view that the post ‘Global Financial Crisis’ world can be recreated. Whilst the US recorded 2.5% real growth in 2023 this was supported by a significant fiscal injection and despite the backdrop of a debt/GDP position in excess of 100%. The fiscal arithmetic is such that limits on the extent to which governments can sustain growth are now very real. Indeed, history suggests that fiscal retrenchment will be required at some point soon. In other words, if market rises were predicated on expectations of more of the same, they are likely to be disappointed. It is hard to see how the global economy can survive the accumulated debt levels and normalisation of interest rates without economic pain. A repeat can only come about if debt markets become particularly supine. Despite the fiscal injection, there is evidence of rising corporate bankruptcy filings (from public companies or private companies with listed debt) such that in the US, for example, the level reached in 2023 was the highest since 2010 1 . Moreover, studies suggest the proportion of listed companies that can be described as “zombies”, meaning able to generate sufficient cash, to survive, but unable to grow or make a meaningful profit, has almost doubled to over 10% 2 . For context, 10% would be a level exceeded only once since 2000. Rather than a rosy economic environment ahead, the storm clouds look to be gathering. Sovereign bond prices may not suffer too much from here, but one has to expect credit spreads to widen and for equities eventually to react to an environment in which profit progression becomes increasingly difficult. Policymakers should be aware also of the tail risk of sovereign credit risk becoming a theme the vulture funds can latch onto. The deterioration in Germany’s economic position is particularly worthy of note. The portfolio Since our view on future economic prospects and current valuations in equities has not changed significantly, the portfolio structure remains similar to last year. In last year’s Annual Report we highlighted the characteristics of the portfolio. Specifically, we set out the four major components and the role that they play in creating a structure which aims to reduce the absolute downside whilst retaining some upside potential. 1. The direct equity portfolio at the end of 2023 accounted for approximately 40% of the total assets. It had a total return of 9.5%, just over half of that recorded by the MSCI All Country World Index. This is in line with our expectations given the defensive nature of the portfolio. Fresenius Medical Care rose by over 30% as it recovered from previous concerns over US staffing shortages. We felt that with the rise in direct obesity medicines the market for diabetes care would eventually be affected and hence we sold the holding. The rest of the portfolio remained relatively stable with few new EXECUTIVE DIRECTOR’S REPORT 1 S&P Global Market Intelligence 2 The Rise of the Walking Dead: Zombie Firms Around the World; Albuquerque, B and Iyer, R. I IMF WP/23/125, June 2023 6 holdings added. This reflected the difficulty, not in finding companies with good growth prospects but ones that also had an attractive valuation. In other words, at an individual company level the evidence on valuations is consistent with what we see at the aggregate level. Our research efforts are therefore focussed on creating a reserve list of potential investments where we expect opportunities to arise. This is part of what will be a transition to companies where the risk/reward is tilted more towards reward. This transition is likely to see increased exposure to small and mid-cap companies. It is likely to be achieved both directly and, where appropriate, through the use of specialist third party managers. We are currently conducting research on both. 2. The investment in the Templeton European Long-Short Equity Fund provided slightly negative sterling returns over the year reflecting the sharp rally in equities at the beginning and end of the year. The negative contribution to the total return of the overall portfolio was less than 1% which we believe is creditable when set against the magnitude of the positive returns we achieved in 2022 when markets fell. We remain strongly of the belief that this holding performs a vital role in balancing the risk in the overall portfolio and potentially providing meaningful upside if markets were to fall. The long-short manager’s view, with which we concur, was that the losses on the short portfolio were largely driven by expectations “that central banks would lower rates sooner and at a steeper slope than previously expected. This led to a rotation into companies which would benefit from looser policy (weak balance sheet, persistent cash burners) on the basis that more capital will become available to tide them over and keep them alive for longer.” He believes that this will only postpone the inevitable and that the value destruction will eventually overwhelm any rates decisions. This is consistent with the study of ‘zombie’ companies cited earlier. 3. The Volunteer Park Capital Fund rose over 10% in US dollar terms with the underlying holdings generally hitting their targets. Just as a reminder, our interest in this investment was driven by a risk/reward profile which focusses on obtaining significant downside protection whilst retaining the potential for a double- digit compounding upside. Such a combination was possible because of the underserved nature of this market segment. At a simple level, the underlying investments require significant due diligence irrespective of the size of the deal. This means that most players focus on the larger deals to justify the work that is required. In many cases banks have withdrawn from the space and the collapse of Silicon Valley Bank removed one of the major remaining players. The VPC manager anticipates that, given the progress made by a number of the invested companies, there is the potential for some distributions later in 2024. 4. Overall, the cash component of the portfolio was roughly flat reflecting the strength of sterling over the year. For reference sterling rose 5.7% against the US dollar and 14% against the Japanese Yen. We view these moves as simply part of the volatility of currency markets aided by the view that with inflation in the UK being more intransigent than in other countries, UK interest rates would remain higher, giving a higher yield on UK cash. This tends to be a temporary view which is overtaken by concerns that any yield pick-up will eventually be overtaken by currency devaluation. We are comfortable with the distribution of our cash assets as we wait for investment opportunities to arise. Reflecting the individual components discussed above, for the year ended 31 December 2023, the Company’s NAV total return, including dividends was 1.7%. The comparable figure for the FTSE All-World Total Return Index was 15.7%; for the Bloomberg Global Aggregate Bond Index (0.16)%. Over the period, the Barclays Sterling Overnight Cash index returned 4.86%. While the portfolio did not track the global equity index higher, nor did it lose money. Future prospects Asset markets and equities in particular have proved extremely resilient and determined to focus on positives almost to the point where, although it has not been openly articulated, they depend upon the emergence of some new paradigm of investing. Valuations are close to historic highs, but so are debt levels, and economic storm clouds have gathered. There are some arguments that the asset world has reordered itself such that private valuations are now leading public ones. The argument runs that public listed companies are not that expensive since institutional private equity investors have been willing to pay higher multiples. Of course there is a counter argument that private equity investors are unable to list their holdings in public markets at a premium and are therefore forced to continue to hold or sell to another private holder. I would subscribe to the latter argument. The portfolio remains positioned to take advantage of the ‘great unwind’ when it comes whilst both protecting investors and providing some upside at the same time. It is a difficult period since patience is one of the hardest virtues to sustain, particularly when constantly confronted with more upbeat narratives. However, in our view the evidence is still overwhelming that great caution is required. At the stock level we simply are not finding many compelling opportunities. We believe it would be a mistake to be “persuaded” into paying more for stocks than is consistent with attractive longer-term performance. In the meantime, we are conscious that the discount to NAV widened during 2023 and we realise it is incumbent upon us to ensure that we reach the wider audience who we believe will have a genuine interest in the Company as our thesis is reflected in market performance. This is a high priority for 2024. Dr Sandy Nairn Executive Director 9 April 2024 EXECUTIVE DIRECTOR’S REPORT – continued 7 PORTFOLIO OF INVESTMENTS as at 31 December 2023 Company Sector Country of Incorporation Valuation £’000 % of Net assets Templeton European Long-Short Equity SIF 1 Financials Luxembourg 14,699 13.8 Volunteer Park Capital Fund SCSp 2 Financials Luxembourg 8,249 7.8 TotalEnergies Energy France 3,789 3.6 Samsung Electronics Information Technology South Korea 2,961 2.8 Unilever Consumer Staples United Kingdom 2,926 2.7 ENI Energy Italy 2,852 2.7 Sumitomo Mitsui Trust Holdings Financials Japan 2,791 2.6 Orange S.A. Communication Services France 2,379 2.2 General Dynamics Industrials United States 2,243 2.1 Dassault Aviation Industrials France 2,111 2.0 Panasonic Consumer Discretionary Japan 2,102 2.0 Lloyds Banking Financials United Kingdom 2,057 1.9 Tesco Consumer Staples United Kingdom 2,054 1.9 Imperial Brands Consumer Staples United Kingdom 2,033 1.9 Murata Manufacturing Information Technology Japan 1,995 1.9 Raytheon Technologies Industrials United States 1,983 1.9 Daiwa House Industry Real Estate Japan 1,910 1.8 Sanofi Health Care France 1,857 1.7 Nabtesco Industrials Japan 1,721 1.6 Verizon Communications Communication Services United States 1,371 1.3 Total investments 64,083 60.2 Cash and other net assets 42,328 39.8 Net assets 106,411 100.0 1 Luxembourg Specialised Investment Fund 2 Luxembourg Special Limited Partnership 8 Templeton European Long-Short Equity SIF % of Net Assets 13.8 Sector Financials Templeton European Long-Short Equity SIF is a specialist fund managed by Franklin Templeton. The fund’s investment objective is to achieve positive absolute returns with little to no correlation to traditional equity markets over the medium to long term, by investing in long and short equity positions. Volunteer Park Capital Fund SCSp % of Net Assets 7.8 Sector Financials Volunteer Park Capital Fund SCSp is a Luxembourg registered special limited partnership which invests in established General Partners (‘GPs’) of private capital funds. VPC targets the small to low-mid GP market ($500m-$3bn AUM), being established boutique investment management companies primarily domiciled in North America.. TotalEnergies % of Net Assets 3.6 Sector Energy TotalEnergies is a multi-energy company that produces and markets fuels, natural gas and electricity. The company is committed to providing better energy that is more affordable, more reliable, cleaner and accessible to as many people as possible. Active in more than 130 countries, the company’s ambition is to become the major provider of responsible energy. Samsung Electronics % of Net Assets 2.8 Sector Information Technology Samsung Electronics is a multinational major appliance and consumer electronics corporation. In addition to mobile phones and smartphones, it is a major manufacturer of electronic components such as semiconductors, lithium-ion batteries, camera modules and displays. Unilever % of Net Assets 2.7 Sector Consumer Staples Unilever is a manufacturer and supplier of fast-moving consumer goods. The company’s product portfolio comprises food products, beauty, and personal care products, beverages, home care products, vitamins, minerals, and supplements. TOP 10 HOLDINGS As at 31 December 2023 9 ENI % of Net Assets 2.7 Sector Energy ENI is a global oil and gas super-player. The company engages in oil and natural gas exploration, field development and production, as well as in the supply, trading and shipping of natural gas, LNG, electricity and fuels. Sumitomo Mitsui Trust Holdings % of Net Assets 2.6 Sector Financials Sumitomo Mitsui Trust Holdings is a provider of trust banking, and other financial services. It provides asset management, banking, advisory, and real estate services. Orange S.A. % of Net Assets 2.2 Sector Communication Services Orange S.A. is a French multinational telecommunications corporation, formerly known as France Télécom S.A. The Orange brand originated in the United Kingdom and was acquired by France Télécom in 2000. France Télécom was rebranded to Orange S.A. in 2013. General Dynamics % of Net Assets 2.1 Sector Industrials General Dynamics is a global aerospace and defence company and one of the largest defence contractors in the world. The company is organised into four business groups; aerospace, marine systems, combat systems and technologies. Dassault Aviation % of Net Assets 2.0 Sector Industrials Dassault Aviation is an aerospace company that designs and builds military aircraft, business jets and space systems. TOP 10 HOLDINGS – continued As at 31 December 2023 10 Sector Distribution Health Care 1.7% Financials: Long-Short Fund 13.8% Consumer Staples 6.5% Cash and other net assets 39.8% Real Estate 1.8% Information Technology 4.7% Industrials 7.6% Consumer Discretionary 2.0% Energy 6.3% Communication Services 3.5% Financials: Private Equity Fund 7.8% Financials: Direct Equities 4.5% The figures detailed in the sector distribution pie chart represent the Company’s exposure to those sectors. Geographical Distribution United Kingdom 8.4% Europe ex UK 12.2% North America: Direct Equities 5.3% Asia Pacific ex Japan 2.8% Japan 9.9% Cash and other net assets 39.8% Europe: Long-Short Fund 13.8% North America: Private Equity Fund 7.8% The figures detailed in the geographical distribution pie chart represent the Company’s exposure to these countries or regional areas through its investments and cash. The geographical distribution is based on each investment’s principal stock exchange listing or domicile, except in instances where this would not give a proper indication of where its activities predominate. * The geographical distribution of cash and other net assets as at 31 December 2023 is based on currencies held in the following regions/countries: North America 24.4% Japan 8.1% United Kingdom 4.6% Europe ex UK 2.7% 39.8% DISTRIBUTION OF INVESTMENTS as at 31 December 2023 (% of net assets) 11 LONG TERM PERFORMANCE Ten-year Performance Chart 160% 100% 180% 140% 200% Share Price Total Return NAV Total Return 20222020201920182017201620152014 2021 120% 80% 2023 Source: Refinitiv Datastream Year ended 31December Shareholders’ funds Net asset value per share Share price per share Share price discount to net asset value Revenue return per share Dividend per share Ongoing charges ratio 5 2004 1 £26.1m 116.4p 110.5p 5.1% 0.6p 0.4p 1.7% 2005 £52.2m 156.2p 154.5p 1.1% 1.1p 0.8p 1.5% 2006 £58.8m 172.8p 170.0p 1.6% 2.1p 1.8p 1.2% 2007 £57.7m 177.2p 160.0p 9.7% 2.7p 2.3p 1.1% 2008 £46.4m 150.4p 132.5p 11.9% 3.9p 3.1p 1.1% 2009 £50.7m 175.9p 172.0p 2.2% 2.7p 2.4p 1.0% 6 2010 £51.6m 188.2p 186.8p 0.7% 3.2p 2.8p 1.3% 2011 £95.1m 169.9p 167.0p 1.7% 5.0p 4.2p 0.8% 7 2012 £91.8m 183.1p 175.5p 4.2% 3.9p 3.9p 1.1% 2013 £112.6m 233.6p 230.0p 1.5% 2.7p 2.7p 1.1% 2014 £112.1m 236.0p 234.6p 0.6% 3.7p 3.3p 1.1% 2015 £118.4m 239.8p 234.5p 2.2% 3.1p 3.1p 1.0% 2016 £143.8m 300.2p 293.0p 2.4% 5.3p 5.3p 2 1.0% 2017 £148.8m 337.7p 320.0p 5.2% 5.3p 5.3p 0.9% 2018 £131.8m 308.8p 301.5p 2.3% 6.9p 6.5p 2 0.9% 2019 £132.0m 320.8p 310.0p 3.4% 8.1p 7.5p 3 1.0% 2020 £119.1m 308.4p 284.0p 7.9% 4.9p 6.0p 1.0% 2021 £116.1m 317.9p 291.0p 8.5% 4.4p 5.0p 1.1% 2022 £106.1m 363.2p 314.0p 13.5% 5.3p 5.0p 0.9% 8 2023 £106.4m 364.1p 298.0p 18.2% 5.3p 5.0p 4 0.9% 8 1 Period 13 November 2003 to 31 December 2004. The Company commenced operations on the admission of its shares to trading on the London Stock Exchange on 15 December 2003. 2 Includes a special dividend of 1.0p. 3 Includes a special dividend of 1.5p. 4 Proposed dividend for the year. 5 Ongoing charges ratio based on total expenses, excluding finance costs, transaction costs and certain non-recurring items for the year as a percentage of the average monthly net asset value. 6 Ongoing charges ratio 1.3% excluding VAT refund. 7 The ongoing charges ratio would have been 1.0% if investment management fees of £236,000 had not been waived as a consequence of the merger with Anglo & Overseas plc. 8 The ongoing charges ratio includes look-through costs of 0.2% relating to the investments in the Templeton European Long-Short Equity SIF and the Volunteer Park Capital Fund SCSp. 12 Introduction The purpose of this report is to provide shareholders with details of the Company’s strategy, objectives and business model as well as the principal and emerging risks and challenges the Company has faced during the year under review. It should be read in conjunction with the Chairman’s Statement on pages 3 to 4, the Executive Director’s Report on pages 5 to 6 and the portfolio information on pages 7 to 10, which provide a review of the Company’s investment activity and outlook. The Board is responsible for the stewardship of the Company, including overall strategy, investment policy, dividends, corporate governance procedures and risk management. Biographies of the Directors can be found on page 19. The Board assesses the performance of the Company against its investment objective at each Board meeting by considering the key performance indicators set out on pages 13 and 14 of this report. Business and Status The principal activity of the Company is to carry on business as an investment trust. The Company is registered in Scotland as a public limited company and is an investment company within the meaning of section 833 of the Companies Act 2006. The Company has been approved by HM Revenue & Customs as an authorised investment trust under sections 1158 and 1159 of the Corporation Tax Act 2010 and the ongoing requirements for approved companies as detailed in Chapter 3 of Part 2 of the Investment Trust (Approved Company) (Tax) Regulations 2011. In the opinion of the Directors, the Company has conducted its affairs so as to enable it to continue to maintain its status as an investment trust. The Company is a self-managed investment company run by its Board and is authorised by the FCA as a small registered alternative investment fund manager. The Company’s shares are listed on the premium segment of the Official List of the FCA and traded on the main market of the London Stock Exchange. The Company is a member of the AIC, a trade body which promotes investment companies and develops best practice for its members. Investment Objective The Company’s investment objective is to provide shareholders with an attractive real long-term total return by investing globally in undervalued asset classes. The portfolio is managed without reference to the composition of any stock market index. Investment Policy The Company invests in a range of assets across both public and private markets throughout the world. These assets include both listed and unquoted securities, investments and interests in other investment companies and investment funds (including limited partnerships and offshore funds) as well as bonds (including index-linked securities) and cash as appropriate. Any single investment in the Company’s portfolio may not exceed 15% of the Company’s total assets at the time of the relevant investment (the ‘Single Investment Limit’). The Company may invest in other investment companies or funds and may appoint one or more sub-advisors to manage a portion of the portfolio if, in either case, the Board believes that doing so will provide access to specialist knowledge that is expected to enhance returns. The Company will gain exposure to private markets directly and indirectly through investments and interest in other investment companies and investment funds (including limited partnerships and offshore funds). The Company’s investment directly and indirectly in private markets (including through investment companies and investment funds) shall not, in aggregate, exceed 30% of the Company’s total assets, calculated at the time of the relevant investment. The Company will invest no more than 15% of its total assets in other closed-ended listed investment companies (including investment trusts). The Company may also invest up to 50% of its total assets in bonds, debt instruments, cash or cash equivalents when the Board believes extraordinary market or economic conditions make equity investment unattractive or while seeking appropriate investment opportunities for the portfolio or to maintain liquidity. The Single Investment Limit does not apply to cash or cash equivalents in such circumstances. In addition, the Company may purchase derivatives for the purposes of efficient portfolio management. From time to time, when deemed appropriate and only where permitted in accordance with the UK Alternative Investment Fund Managers Regulations 2013, the Company may borrow for investment purposes up to the equivalent of 25% of its total assets. By contrast, the Company’s portfolio may from time to time have substantial holdings of debt instruments, cash or short- term deposits. The investment objective and policy are intended to ensure that the Company has the flexibility to seek out value across asset classes rather than being constrained by a relatively narrow investment objective. The objective and policy allow the Company to be constrained in its investment selection only by valuation and to be pragmatic in portfolio construction by only investing in assets which the Executive Director considers to be undervalued on an absolute basis. STRATEGIC REVIEW 13 Investment Strategy The Company’s portfolio is managed without reference to any stock market index. Investments are selected for the portfolio only after extensive research by the Executive Director. The Executive Director’s approach is long-term and focused on absolute valuation. Dr Nairn aims to identify and invest in undervalued asset classes, and to have the patience to hold them until they achieve their long-term earnings potential or valuation. Dividend Policy The Company does not have a stated dividend policy. The Company’s investment objective is to provide real long-term total return rather than income growth. As a result, the level of revenue generated from the portfolio will vary from year to year, and any dividend paid to shareholders is likely to fluctuate. The Board is mindful that in order for the Company to continue to qualify as an investment trust, the Company is not permitted to retain more than 15% of eligible investment income arising during any accounting period. Accordingly, the Board will ensure that any declared dividend is sufficient to enable the Company to maintain its investment trust status. Management Arrangements As a self-managed investment trust, the Board is fully responsible for the management of the Company and all required reporting to the FCA in respect of the safeguarding of the Company’s assets. The Company terminated the investment management agreement with Franklin Templeton on 30 May 2023 and the global listed equities portion of the portfolio is now managed by Dr Nairn, as a full time executive of the Company. In addition, the Company has entered into a strategic relationship with Goodhart Partners LLP (‘Goodhart’) through which Goodhart will introduce opportunities in the private markets to the Company. As part of this strategic relationship, Goodhart has also been appointed to provide investment sub-advisory services to the Company to assist Dr Nairn in managing the global listed equities mandate. Further details on the fees paid to Dr Nairn and Goodhart are detailed on pages 23 and 24 and in Notes 3 and 19 on pages 51, 52 and 63 of this report. Portfolio Performance Full details on the Company’s activities during the year under review are contained in the Chairman’s Statement and Executive Director’s Report on pages 3 to 6. A list of all the Company’s investments can be found on page 7. The portfolio consisted of 20 investments, excluding cash and other net assets as at 31 December 2023, thus ensuring that the Company has a suitable spread of investment risk. A sector and geographical distribution of the Company’s investments is shown on page 10. Key Performance Indicators At each Board meeting, the Directors consider key performance indicators to assess whether the Company is meeting its investment objective. The key performance indicators used to measure the performance of the Company over time are as follows: Share price total return to 31 December 2023 1 year (%) 3 years (%) 5 years (%) Global Opportunities Trust plc (3.6) 10.7 9.7 AIC Flexible Investments peer group † (3.3) 9.7 23.1 FTSE All-World Total Return Index (15.7) 28.7 77.8 Net asset value total return to 31 December 2023 1 year (%) 3 years (%) 5 years (%) Global Opportunities Trust plc 1.7 24.1 30.7 AIC Flexible Investments peer group † 2.1 19.8 42.8 FTSE All-World Total Return Index 15.7 28.7 77.8 † Source: theaic.co.uk & Morningstar. The Company is classified by The Association of Investment Companies in its Flexible Investment sector. This sector’s performance indicators have been shown for comparative purposes only. * The Company does not formally benchmark its performance against a specific index, the FTSE All-World Total Return Index (in sterling) has been shown for comparative purposes only. STRATEGIC REVIEW – continued 14 STRATEGIC REVIEW – continued Share price discount to net asset value as at 31 December 2023 (%) 2022 (%) 2021 (%) Global Opportunities Trust plc 18.2 13.5 8.5 AIC Flexible Investments peer group † 18.3 14.4 7.0 Ongoing charges ratio to 31 December 2023 (%) 2022 (%) 2021 (%) Global Opportunities Trust plc 0.9 0.9 1.1 AIC Flexible Investments peer group † 0.9 1.0 0.9 † Source: theaic.co.uk & Morningstar. The Company is classified by The Association of Investment Companies in its Flexible Investment sector. This sector’s performance indicators have been shown for comparative purposes only. The long-term performance of the Company can be found on page 11 of this report. Further information on the above key performance indicators can be found in the Glossary of Terms and Alternative Performance Measures on pages 66 and 67. Gearing The Company did not have any borrowings and did not use derivative instruments for currency hedging during the year ended 31 December 2023. The Company has an investment in the Templeton European Long-Short Equity SIF which uses derivatives. Emerging and Principal Risks The Board, through delegation to the Audit and Management Engagement Committee, has undertaken a robust annual assessment and review of all the risks facing the Company, together with a review of any new and emerging risks which may have arisen during the year. These risks are formalised within the Company’s risk assessment matrix which is formally reviewed on at least an annual basis and ad-hoc by the Audit and Management Engagement Committee when required. The emerging and principal risks and uncertainties facing the Company, together with a summary of the mitigating actions and controls in place to manage these risks, and how these risks have changed over the period are set out below: Emerging Risks Mitigation and Controls Geopolitical Risk Heightened geopolitical tensions, including the ongoing conflict in Ukraine and emerging conflict in the Middle East, continue to have an adverse impact on global markets and could adversely impact the Company’s portfolio. Risk has been heightened by increased geopolitical tensions. The Board regularly reviews the Company’s portfolio, including geographical split, and its performance against its stated investment objective. Ongoing discussions between the Executive Director and Sub-Advisor ensures that the portfolio has exposure to various geographies and sectors. Principal Risks Mitigation and Controls Investment and Strategy Risk There can be no guarantee that the investment objective of the Company, to provide shareholders with an attractive real long-term total return by investing globally in undervalued asset classes, will be achieved. No change to this risk The Board meets regularly to discuss and challenge the portfolio performance and strategy and to receive investment updates from the Executive Director. The Board receives quarterly reports detailing all portfolio transactions and any other significant changes in the market or stock outlooks. The Board would take appropriate action should the Company’s performance jeopardise the investment objective. 15 STRATEGIC REVIEW – continued Principal Risks Mitigation and Controls Key Person Risk The Company’s ability to deliver its investment strategy is dependent on the Executive Director, Dr Nairn. A change in key investment management personnel who are involved in the management of the Company’s portfolio could impact on future performance and the Company’s ability to deliver on its investment strategy. No change to this risk The Board frequently considers succession planning. Dr Nairn has day-to-day responsibility for the investment management of the Company and the Sub-Advisor has a dedicated investment team supporting the Company. Dr Nairn and the Board are also in regular contact with the Sub-Advisor (who attends Board meetings upon request), and underlying fund managers and would be informed of any proposed changes in their personnel. Financial and Economic Risk The Company’s investments are impacted by financial and economic factors including market prices, interest rates, foreign exchange rates, liquidity and inflation, which could cause losses within the portfolio. No change to this risk The Board receives regular updates on the composition of the Company’s investment portfolio and market developments from the Executive Director. Investment performance is continually monitored specifically in the light of emerging risks throughout the period. The Board regularly reviews and agrees policies for managing market price risk, interest rate risk, foreign exchange risk, liquidity risk and inflationary risk. These are further explained in Note 16 to the financial statements. Discount Volatility Risk The Board recognises that it is in the long-term interests of shareholders to reduce discount volatility and believes that the prime driver of discounts over the longer term is investment performance. An inappropriate or unattractive objective and strategy may have an adverse effect on shareholder returns or cause a reduction in demand for the Company’s shares, both of which could lead to a widening of the discount. No change to this risk The Board actively monitors the discount at which the Company’s shares trade, and is committed to using its powers to allot or repurchase the Company’s shares. The Board may use share buybacks, when appropriate, to narrow the discount to NAV at which the shares trade. This will be done in conjunction with creating new demand and being aware of the liquidity of the shares. The Board’s commitment to allot or repurchase shares is subject to it being satisfied that any offer to allot or purchase shares is in the best interests of shareholders of the Company as a whole, the Board having the requisite authority pursuant to the Articles of Association and relevant legislation to allot or purchase shares, and all other applicable legislative and regulatory provisions. Details of the shares purchased into Treasury by the Company are set out in Note 13. The Board reviews changes to the shareholder register regularly and considers shareholder views and developments in the market place. 16 STRATEGIC REVIEW – continued Principal Risks Mitigation and Controls Regulatory Risk The Company operates in an evolving regulatory environment and faces a number of regulatory risks. Failure to qualify under the terms of sections 1158 and 1159 of the CTA may lead to the Company being subject to capital gains tax. A breach of the Listing Rules may result in censure by the FCA and/or the suspension of the Company’s shares from listing. If all price sensitive issues are not disclosed in a timely manner, this could create a misleading market in the Company’s shares. A Small Registered Alternative Investment Fund Manager does not carry on a regulated activity in respect of its activities as an Alternative Investment Fund Manager for an Alternative Investment Fund for which it is entitled to be registered. It is, however, required to comply with certain requirements under the Alternative Investment Fund Managers Directive (‘AIFMD’) (which mainly relate to reporting). No change to this risk Compliance with the Company’s regulatory obligations is monitored on an ongoing basis by the Company Secretary and other professional advisers as required who report to the Board regularly. The Directors note the corporate offence of failure to prevent tax evasion and believe all necessary steps have been taken to prevent facilitation of tax evasion. The Directors are aware of their responsibilities relating to price sensitive information and would consult with their advisers if any potential issues arose. This includes ensuring compliance with the Market Abuse Regulation. The Company Secretary would notify the Board immediately if it became aware of any disclosure issues. The Sub-Advisor has a comprehensive market abuse policy and any potential breaches of this policy would be promptly reported to the Board. The Board has agreed service levels with the Company Secretary and Sub-Advisor which include active and regular review of compliance with these requirements. Operational Risk There are a number of operational risks associated with the fact that third parties undertake the Company’s administration and custody functions. The main risk is that third parties may fail to ensure that statutory requirements, such as compliance with the Companies Act 2006 and the FCA requirements, are met. No change to this risk The Board regularly receives and reviews management information on third parties which the Company Secretary compiles. In addition, each of the third parties, where available, provides a copy of its report on internal controls to the Board each year. The Company employs the Administrator to prepare all financial statements of the Company and meets with the Auditor at least once a year to discuss all financial matters, including appropriate accounting policies. The Company is a member of the AIC, a trade body which promotes investment trusts and also develops best practice for its members. The Executive Director and the Company’s third-party suppliers have contingency plans to ensure the continued operation of the business in the event of disruption. Culture The Chairman leads the Board and is responsible for its overall effectiveness in directing the Company. He demonstrates objective judgement, promotes a culture of openness and debate, and facilitates effective contributions by all Directors. In liaison with the Company Secretary, the Chairman ensures that the Directors receive accurate, timely and clear information. The Directors are required to act with integrity, lead by example and promote this culture within the Company. The Board seeks to ensure the alignment of the Company’s purpose, values and strategy with the culture of openness, debate and integrity through ongoing dialogue, and engagement with shareholders, the Executive Director and the Company’s other service providers. As detailed in the Corporate Governance Report on pages 27 to 31, the Company has adopted a number of policies, practices and behaviours to facilitate a culture of good governance and ensure that this is maintained. The culture of the Board is considered as part of the annual performance evaluation process which is undertaken by each Director. The culture of the Company’s service providers is also considered by the Board during the annual review of their performance and while considering their continuing appointment. In the context of the Executive Director and Sub-Advisor, particular attention is paid to environmental, social and governance, engagement and proxy voting policies. Additional information on the Board’s approach to environmental, social and governance matters is detailed on page 17. 17 STRATEGIC REVIEW – continued Directors and Gender Representation The Directors of the Company and their biographical details are set out on page 19. As at 31 December 2023, the Board of Directors of the Company comprised two male and two female Directors. The appointment of any new Director is made in accordance with the Company’s diversity policy as detailed on page 29. Employees and Human Rights The Board recognises the requirement under the Companies Act 2006 to detail information about human rights, employees and community issues, including information about any policies it has in relation to these matters and the effectiveness of these policies. The Company has one employee, Executive Director Dr Nairn. All the remaining Directors are Non-Executive. The Company has outsourced all its functions to third- party service providers. The Company has therefore not reported further in respect of these provisions. Modern Slavery Statement The Company is not within the scope of the Modern Slavery Act 2015 because it has not exceeded the turnover threshold and therefore no further disclosure is required in this regard. Greenhouse Gas Emissions The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emission-producing sources under the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013. Environmental, Social and Governance (‘ESG’) The Company seeks to invest in companies that are well managed with high standards of corporate governance. The Board believes this creates the proper conditions to enhance long-term value for shareholders. The Company adopts a positive approach to corporate governance and engagement with companies in which it invests. In pursuit of the above objective, the Board believes that proxy voting is an important part of the corporate governance process and considers seriously its obligation to manage the voting rights of companies in which it is invested. It is the policy of the Company to vote, as far as possible, at all shareholder meetings of investee companies. The Company follows the relevant applicable regulatory and legislative requirements in the UK, with the guiding principles being to make proxy voting decisions which favour proposals that will lead to maximising shareholder value while avoiding any conflicts of interest. Voting decisions are taken on a case-by-case basis by the Sub-Advisor on behalf of the Company. The key issues on which the Sub-Advisor focuses are corporate governance, including disclosure and transparency, board composition and independence, control structures, remuneration, and social and environmental issues. The Executive Director and Sub-Advisor consider a wide range of factors when making investment decisions including an investee company’s ESG credentials. In making fund investment decisions, the Executive Director’s assessment includes analysing the fund manager’s ESG cultural buy-in, its ESG process, procedures and reporting, its engagement with underlying portfolio companies and an operational due diligence review of the relevant manager and fund. Duty to Promote the Success of the Company Under section 172 of the Companies Act 2006, the Directors have a duty to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to: • the likely consequences of any decision they make in the long term; • the need to foster the Company’s business relationships with its stakeholders, which includes the shareholders, the Executive Director and Sub-Advisor and other relevant parties as listed below; • the need to act independently by exercising reasonable skill and judgement; • the impact of the Company’s operations on the community and the environment; • the requirement to avoid a conflict of interests; • the desirability of the Company maintaining a reputation for high standards of business conduct; • the need to act fairly between members of the Company; and • the need to declare any interests in proposed transactions. The Company has one employee, its Executive Director, Dr Nairn. As an investment trust, the Company has no customers or physical assets; the primary stakeholders are the shareholders, the Executive Director, Sub- Advisor, and other third-party service providers. The Company also engages with its investee companies where appropriate. 18 STRATEGIC REVIEW – continued Stakeholder Engagement Shareholders Communication and regular engagement with shareholders are given a high priority by the Board. The Executive Director seeks to maintain regular contact with major shareholders and is always available to enter into dialogue with all shareholders. A regular dialogue is also maintained with the Company’s institutional shareholders and private client asset managers through the Executive Director, who regularly reports to the Board on significant contact, the views of shareholders and any changes to the composition of the share register. All shareholders are encouraged, if possible, to attend and vote at the AGM and at any other general meetings of the Company (if any), during which the Board is available to discuss issues affecting the Company. Shareholders wishing to communicate directly with the Board should contact the Company Secretary by e-mail or post, details of which can be found on page 64. The Chairman is available throughout the year to respond to shareholders, including those who wish to speak with him in person. Copies of the Annual and Half-Yearly Reports are currently issued to shareholders and are also available, along with the monthly factsheets for downloading from the Company’s website at www.globalopportunitiestrust. com. The Company also releases portfolio updates to the market on a monthly basis. Executive Director and Sub-Advisor The Non-Executive Directors believe that maintaining a close and constructive working relationship with the Executive Director and Sub-Advisor is crucial to promoting the long-term success of the Company in an effective and responsible way. This ensures the interests of all current and potential stakeholders are properly taken into account when decisions are made. The Executive Director attends all Board meetings and provides reports on investments, performance, marketing, operational and administrative matters. The Sub-Advisor is available to attend Board meetings upon request. An open discussion regarding such matters is encouraged, both at Board meetings and by way of ongoing communication between the Board, the Executive Director and Sub-Advisor. Board members are encouraged to share their knowledge and experience with the Executive Director and Sub-Advisor, and where appropriate, the Board adopts a tone of constructive challenge. The Board keeps the ongoing performance of the Executive Director and Sub-Advisor under continual review and conducts an annual appraisal of both the parties. Service Providers The Company’s day-to-day operational functions are delegated to several third-party service providers, each engaged under separate contracts. In addition to the Sub-Advisor, the Company’s principal third-party service providers include the Administrator, Auditor, Company Secretary, Custodian and Registrar. The Board engages with its service providers to develop and maintain positive and productive relationships, and to ensure that they are well informed in respect of all relevant information about the Company’s business and activities. The Board, through its Audit and Management Engagement Committee, keeps the ongoing performance, fees and continuing appointment of these service providers under continual review and conducts an annual appraisal of all third-party service providers. Investee Companies The Sub-Advisor assists with the day-to-day management of the Company’s equity investment portfolio. As such, the Sub-Advisor has responsibility for engaging with investee companies on behalf of the Company. The Sub-Advisor does so in consideration of the principles set out in the UK Stewardship Code 2020. The Board recognises the importance of engagement with investee companies. The Board is aware of evolving expectations in this regard and is committed to working with the Executive Director and Sub-Advisor, in relation to future engagement on behalf of the Company. The above methods for engaging with stakeholders are kept under review by the Directors and discussed on a regular basis at Board meetings to ensure that they remain effective. For and on behalf of the Board Cahal Dowds Chairman 9 April 2024 19 BOARD OF DIRECTORS Charles (Cahal) Dowds 1,2,3 Independent Non-Executive Director Chairman of the Board Date of appointment: 18 May 2021 Cahal qualified as a chartered accountant with Touche Ross and co- founded Rutherford Manson Dowds in 1986, advising on a significant number of large, complex transactions, in the UK and internationally. Rutherford Manson Dowds was acquired by Deloitte in 1999. He led Deloitte’s UK advisory corporate finance business from 2005 before becoming chairman. He also set up and created the UK strategy and vision for Deloitte Private Markets. In 2014 he was also appointed vice chairman of Deloitte UK, until his retirement in 2018. He is a past President of the Institute of Chartered Accountants of Scotland. He is a non-executive director and chairman of MarktoMarket Valuations Limited, chairman of Continuum Advisory Partners Limited and a member of Gresham House Strategy Equity Advisory Group. Hazel Cameron 1,2,3 Independent Non-Executive Director Chair of the Nomination Committee Chair of the Remuneration Committee Date of appointment: 18 May 2021 Hazel qualified as a chartered accountant with Arthur Andersen, before moving into corporate finance with British Linen Bank and then into private equity investing, initially with 3i in 1993. She was subsequently UK head of San Francisco-based technology investment fund Bowman Capital, before performing the same role for Cross Atlantic Capital Partners, a US technology venture capital company. She is currently network director at Growth Capital Partners LLP, an independent adviser and venture partner at AIM-listed Gresham House and a non-executive director of Continuum Advisory Partners Limited. Katie Folwell-Davies 1,2,3 Chair of the Audit and Management Engagement Committee Date of appointment: 26 April 2023 Katie qualified as a chartered accountant with Touche Ross gaining experience in both audit and forensic services before a twenty-year career in corporate finance advisory. She has international experience across financial and business services having operated in the private sector and for government. She became a member of the corporate finance advisory executive with responsibilities including chief talent officer and retired as a Deloitte senior partner in 2020 taking up the role of investment partner at Twenty 20 Capital, an internationally focussed private capital investment fund. She has held a number of board positions as well as representing Deloitte as a CBI Council Member, chairing the City Women’s club in London and is currently chair of the annual international TALiNT industry awards recognising excellence across the recruitment industry. Dr Sandy Nairn Executive Director Date of appointment: 27 April 2022 Sandy graduated from the University of Strathclyde in 1982 and in 1985 he achieved a PhD in Economics from the University of Strathclyde/ Scottish Business School. He was an economist at the Scottish Development Agency for a year, before spending four years at Murray Johnstone as a portfolio manager and research analyst. Between 1990 and 2000 he was employed by Templeton Investment Management where he became executive vice president and the director of Global Equity Research. He was chief investment officer of Scottish Widows Investment Partnership between 2000 and 2003. He was one of the founders, chief executive and chief investment officer of Edinburgh Partners which was established in 2003. Following the acquisition of Edinburgh Partners by Franklin Resources Inc. in 2018, he was appointed chairman of the Templeton Global Equity Group. Sandy has also been the lead portfolio manager for the Company since its launch in 2003. Dr Nairn is the author of ‘The End of the Everything Bubble’, a book published by Harriman House in 2021, in which he analyses at length the reasons for the unsustainable rise in valuations that led to the bear market in bonds and equities in 2022. 1 Member of the Audit and Management Engagement Committee 2 Member of the Nomination Committee 3 Member of the Remuneration Committee 20 DIRECTORS’ REPORT The Directors present their Annual Report and Financial Statements for the year ended 31 December 2023. In accordance with the Companies Act 2006, the Listing Rules and the Disclosure Guidance and Transparency Rules, the Corporate Governance Report, Directors’ Remuneration Report, Report from the Audit and Management Engagement Committee and the Statement of Directors’ Responsibilities should be read in conjunction with one another, and the Strategic Report. As permitted by legislation, some of the matters normally included in the Directors’ Report have instead been included in the Strategic Report, as the Board considers them to be of strategic importance. Directors The Directors in office at the date of this report are as shown on page 19. Corporate Governance The Company’s Corporate Governance Report is set out on pages 27 to 31 and forms part of the Directors’ Report. Results and Dividends The results for the year are set out in the Financial Statements on pages 44 to 47 and the Notes to the Accounts on pages 48 to 63. The Board recommends the payment of a final dividend of 5.0p to shareholders for approval at this year’s AGM. Subject to shareholder approval, the final dividend will be paid on 31 May 2024 to shareholders who are on the register of members as at close of business on 3 May 2024 with an ex-dividend date of 2 May 2024. Share Capital At 31 December 2023, the Company’s issued share capital comprised 64,509,642 ordinary shares of one penny each, of which 35,287,462 ordinary shares are held in Treasury. Shares held in Treasury do not carry voting rights, therefore the total voting rights of the Company at 31 December 2023 was 29,222,180. As at 8 April 2024, the total voting rights of the Company remain unchanged at 29,222,180. There are no restrictions concerning the transfer of securities in the Company; no restrictions on voting rights; no special rights with regard to control attached to securities; no agreements between holders of securities that may restrict their transfer or voting rights, as known to the Company; and no agreements which the Company is party to that might affect its control following a successful takeover bid. At general meetings of the Company, on a show of hands every shareholder who is present in person or by proxy shall have one vote and on a poll every shareholder present in person shall have one vote for every share held. Share Issuances/Block Listing No ordinary shares were issued by the Company during the year under review. Since 31 December 2023 until 8 April 2024, being the last practical date prior to the publication of this report, no ordinary shares have been issued by the Company. On 11 October 2005, the Company applied for a block listing of 1,300,000 ordinary shares on the main market of the London Stock Exchange. As at 31 December 2023, a balance of 745,830 shares may be issued under this block listing. Share Buy-Backs/Tender Offer As detailed in the prior year’s Annual Report, the Company completed a tender offer in February 2022 which resulted in a total of 7,305,545 ordinary shares being repurchased into Treasury. No share buy backs were undertaken by the Company during the year under review. Since 31 December 2023 until 8 April 2024, being the last practical date prior to the publication of this report, no ordinary shares have been bought back by the Company. Treasury Shares Holding shares in Treasury enables a company to cost- effectively issue shares that might otherwise have been cancelled. The total number of ordinary shares held in Treasury as at 31 December 2023, including those shares bought back in prior accounting periods, was 35,287,462 shares. The Board has not set a limit on the number of ordinary shares that can be held in Treasury at any one time. No shares were issued from Treasury during the year under review. Major Shareholders As at 31 December 2023, the Company has been informed by the following shareholders who hold a notifiable interest in the voting rights of the Company: Shareholder Number of Shares held % of total voting rights Dr Sandy Nairn 4,534,822 15.52 1607 Capital Partners LLC 2,824,369 9.67 Noble Grossart Investments Limited 2,373,676 8.12 DC Thomson & Company Limited 1,525,821 5.22 The above percentage figures are based on total voting rights of 29,222,180 ordinary shares. 21 DIRECTORS’ REPORT – continued The following updates on notifiable interests in the voting rights of the Company have been received post year end: Shareholder Number of Shares held % of total voting rights Dr Sandy Nairn 4,554,822 15.59 1607 Capital Partners LLC 3,222,980 11.03 Remuneration and Related Parties Details in respect of the Directors’ remuneration are set out in the Directors’ Remuneration Report on pages 23 to 26. Details of any related party transactions are detailed in Note 19 on page 63 of the Financial Statements. As disclosed in the prior year’s Annual Report, the Company has entered into a strategic relationship with Goodhart, through which Goodhart will introduce the Company to investment opportunities in boutique private capital managers; specialist funds (such as the Company’s existing investment in the Volunteer Park Capital Fund (“VPC”)); and, potentially, co-investments and other unlisted equity investments. Dr Nairn is the sole controller of a company which holds a significant minority shareholding in Goodhart. Accordingly, the arrangements with Goodhart constitute a related party transaction under the Listing Rules. Although the arrangements (including the investment sub-advisory services) did not require shareholder approval (having been determined to be a “smaller related party transaction” in accordance with the class tests under the Listing Rules), the Company obtained confirmation from its sponsor at the time, Dickson Minto, that the terms of the arrangements with Goodhart are fair and reasonable from a shareholder perspective. There are no other transactions with related parties to report since the financial year end. Listing Rule 9.8.4R Listing Rule 9.8.4R requires the Company to include certain information in a single identifiable section of the Annual Report or a cross-reference table indicating where the information is set out. The Directors confirm that there are no disclosures required to be made in this regard. Going Concern The Company’s business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report on pages 3 to 18. In addition, Notes 16 and 17 on pages 60 to 63 provide details on how the Company manages its exposure to financial risks and manages its capital. The Company’s principal and emerging risks are set out in the Strategic Review on pages 14 to 16. The Company’s assets consist principally of a diversified portfolio of listed equity shares, a long-short fund investment, private market investments and cash, which, with the exception of private market investments, in most circumstances are realisable within a short period of time and exceed its liabilities by a significant amount. After due consideration of the above factors, and the information detailed in the long-term viability statement below, the Directors have concluded that the Company has adequate resources to continue in operational existence for the foreseeable future, being a period of at least 12 months from the date of the signing of this Annual Report and Financial Statements. For this reason, the Directors have adopted the going concern basis in preparing the Financial Statements. Long-term Viability Statement The Directors have assessed the prospects of the Company over a period longer than one year. The Board considers that, for a company with an investment objective to provide shareholders with an attractive real long-term return by investing globally in undervalued asset classes, a period of five years is an appropriate period to consider for the purpose of the long-term viability statement. In making its assessment, the Board considered several factors, including those detailed below: • the Company’s current financial position; • the principal and emerging risks the Company faces, as detailed in the Strategic Review on pages 14 to 16 and in Note 16 on pages 60 to 62 of the Financial Statements; • that the portfolio comprises principally of investments traded on major global stock markets, private markets, fixed income markets, and cash, and that there is a satisfactory spread of investments. The maximum investment in private markets shall not, in total, exceed 30% of the Company’s total assets; • that the expenses of the Company are predictable and modest in comparison with the assets and there are no capital commitments foreseen which would alter that position; • that the Company has one employee, Dr Nairn who manages the investment portfolio. All of the other Directors are Non-Executive and independent, and consequently do not have any employment-related liabilities or responsibilities; and • that, should performance be less than the Board considers to be acceptable, it has appropriate powers to replace the Executive Director. The Board considers that, following its assessment, there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the five-year period of its assessment. 22 DIRECTORS’ REPORT – continued Disclosure of Information to the Auditor In accordance with section 418 (2) of the Companies Act 2006, each Director confirms that, so far as they are aware, there is no relevant audit information of which the Company’s Auditor is unaware; and, each Director has taken all the steps that they ought to have taken as a Director of the Company in order to make themselves aware of any relevant audit information and to establish that the Company’s Auditor is aware of that information. Financial Risk Management Information about the Company’s financial risk management is set out in Note 16 on pages 60 to 62 of the Financial Statements. Annual General Meeting This year’s Annual General Meeting will be held at the offices of Juniper Partners Limited, 28 Walker Street, Edinburgh EH3 7HR on Thursday, 16 May 2024 at 12 noon. The Board would welcome your attendance at the AGM as it provides shareholders with an opportunity to ask questions of both the Board and of the Executive Director. Resolutions 1 to 9 inclusive deal with the ordinary business of the meeting, namely the receipt of the Annual Report and Financial Statements, to approve the Directors Remuneration Report, to approve the payment of a final dividend, the re-election of the Directors of the Company, the re-appointment of the Auditor, and to authorise the remuneration of the Auditor. In addition to the ordinary business, resolutions relating to the following special business will be proposed: Resolution 10: Authority to Allot New Shares The Directors are seeking to renew their authority to allot ordinary shares up to a maximum aggregate nominal amount of £97,407 which represents approximately one- third of the current issued share capital of the Company (excluding ordinary shares held in Treasury). The Directors believe that it would be beneficial to the Company for them to allot ordinary shares whenever they consider that it would be in the best interests of the Company’s shareholders to do so. Ordinary shares will only be issued at a premium to the prevailing net asset value per share at the time of issue. Resolution 11: Authority to Disapply Pre-emption Rights This resolution seeks authority for the Directors to allot ordinary shares up to an aggregate nominal amount of £29,222 without first offering them to existing shareholders. This represents approximately 10% of the current issued share capital. Ordinary shares will only be issued at a premium to net asset value at the time of issue. Resolution 12: Authority to Repurchase Shares This resolution seeks shareholder approval for the Company to renew the power to purchase its own ordinary shares. The Directors believe that the ability of the Company to purchase its own ordinary shares in the market will potentially benefit all shareholders of the Company. The purchase of ordinary shares at a discount to the underlying net asset value would enhance the net asset value on the remaining ordinary shares if they were cancelled on repurchase or reissued (as Treasury shares) at a lesser discount than that on which they were first repurchased. The Company is seeking shareholder approval to repurchase up to 4,380,404 ordinary shares, representing approximately 14.99% of the Company’s current issued share capital (excluding ordinary shares held in Treasury). The decision as to whether to repurchase any ordinary shares will be at the absolute discretion of the Board. Ordinary shares repurchased under this authority may either be held by the Company in Treasury for resale or cancelled. The Company will fund any purchases by utilising existing cash resources or loan facilities. Ordinary shares held in Treasury will only be reissued at a premium to the prevailing net asset value per share at the time of issue and at a price not less than the market bid price at the time of purchase. The authorities sought under resolutions 10 to 12 will expire at the conclusion of the 2025 Annual General Meeting. Resolution 13: Notice of General Meetings The Board believes that it is in the best interests of shareholders of the Company to have the ability to call meetings on 14 clear days’ notice should a matter require urgency. The Board will therefore, as last year, propose a resolution at the AGM to approve the reduction in the minimum notice period from 21 clear days to 14 clear days for all general meetings other than annual general meetings. The Directors do not intend to use the authority unless immediate action is required. The approval will be effective until the Company’s next AGM. The Company will also need to meet the requirements for electronic voting under the Shareholders’ Rights Directive before it can call a general meeting on 14 clear days’ notice. The full text of resolutions is set out in the Notice of Annual General Meeting on pages 68 and 69. The Board considers the resolutions proposed to be in the best interests of the Company and shareholders as a whole and recommends that shareholders vote in favour of each of these resolutions, as the Directors intend to do in respect of their own holdings. By order of the Board Juniper Partners Limited Company Secretary 9 April 2024 23 REMUNERATION REPORT The Board is pleased to present the Company’s Remuneration Report for the year ended 31 December 2023 which has been prepared in accordance with the Companies Act 2006. The Company’s Auditor is required to audit certain disclosures provided. Where disclosures have been audited, they are indicated as such. The Auditor’s opinion is included in their report on pages 37 to 43. Remuneration Committee A Remuneration Committee has been established by the Board. The primary responsibility of the Remuneration Committee is to review the remuneration of the Directors of the Company to ensure that they remain commensurate, having regard to the time commitment and responsibilities of each role, and are comparable to the level of fees paid to executive and non- executive directors of other investment companies of a comparable size. Any proposed changes to Directors’ fees are subject to approval by the Board as a whole. The Terms of Reference of the Committee are available on the Company’s website at: www.globalopportunitiestrust.com/shareholder- information/key-documents. Committee Members The Remuneration Committee comprises of all the non- executive Directors of the Company, each of whom is considered independent. As permitted by the AIC Code, and due to the size of the Board, the Chairman, Cahal Dowds, who was independent on appointment, is a member of the Committee. Hazel Cameron is Chair of the Committee. Remuneration Policy The Company’s remuneration policy is that fees payable to the Directors should be commensurate with the amount of time Directors are expected to spend on the Company’s affairs, whilst seeking to ensure that fees are set at an appropriate level to enable candidates of a sufficient calibre to be recruited. Approval of Remuneration Policy The Company is required to obtain shareholder approval for its remuneration policy every three years unless renewed, varied, or revoked by the shareholders beforehand. The remuneration policy was last approved by shareholders at the 2022 Annual General Meeting and will next be submitted for approval by shareholders at the 2025 Annual General Meeting. The following table sets out the votes received in relation to the Remuneration Policy at the 2022 Annual General Meeting: Votes cast for Votes cast against Total votes cast Number of votes withheldNumber % Number % 15,061,357 99.81 28,416 0.19 15,089,773 72,045 * Includes discretionary votes. Annual Remuneration of Non-Executive Directors Each Non-Executive Director receives an annual fee by way of remuneration, payable quarterly in arrears. The Company does not award any other remuneration or benefits to its Non-Executive Directors. There are no bonus schemes, pension schemes, share option or long- term incentive schemes in place. Non-Executive Directors are entitled to be repaid all reasonable travel, hotel and other expenses properly incurred by them in or about the performance of their duties as director, including any expenses incurred in attending meetings of the Board and its Committees or general meetings of the Company. During the year to 31 December 2023, the Non-Executive Directors of the Company received the following fees: Chairman of the Board: £33,000 Non-Executive Director: £25,000 Chair of the Audit and Management Engagement Committee: +£3,000 Chair of the Nomination Committee: +£1,000 Chair of the Remuneration Committee: +£1,000 * Additional remuneration paid to each of the respective committee Chair on top of their standard Non-Executive Director fee. Cap on Directors’ Fees Pursuant to the Articles of Association, the aggregate amount of fees to be paid to the Directors of the Company (excluding the re-imbursement of any incurred taxable expenses) are currently capped at £150,000 per annum, provided that such cap may be further amended by the shareholders by way of ordinary resolution. Non-Executive Directors’ Appointment and Tenure Each Non-Executive Director has a letter of appointment setting out the terms and conditions of their appointment. They are not entitled to any compensation in the event of termination of their appointment or loss of office, other than the payment of any outstanding fees. Annual Remuneration of the Executive Director On 27 April 2022, Dr Nairn was appointed as an Executive Director of the Company. On 8 June 2022, following the transition of the Company to a self- managed investment company, Dr Nairn entered into a service agreement with the Company and assumed full responsibility for the investment management of the portfolio. Dr Nairn’s service agreement will remain in force until terminated by either party giving not less than six months’ notice. 24 During the period from 27 April 2022 to 29 March 2023, Dr Nairn held an executive position with Franklin Templeton (the Company’s previous subadvisor) and received a salary from them. From 29 March 2023, in consideration for his services to the Company as a full time Executive Director, Dr Nairn receives a salary of £75,000 per annum (the ‘Executive Salary’) in addition to a £25,000 annual fee (in line with the fee paid to the Company’s other non-executive directors). Executive Director’s salary reduction Given Dr Nairn’s interests in Goodhart, it was agreed with him, in March 2023, that his salary would be reduced (such reduction equalling the entire salary, if necessary) by his share (through his minority interest in Goodhart) of amounts credited in the same period in respect of (i) any carried interest on co-investments made by the Company alongside Goodhart and (ii) any partnership profit allocations attributable to Goodhart’s net profits on fees earned from the Company (including the Company’s existing investment in VPC and any carried interest attributable to VPC earned by Goodhart or any Goodhart-sponsored vehicle). The evaluation of carried interest and other profits for the nine month period ended 31 December 2023 was made in February 2024 and concluded there were none, for the period, therefore no salary reduction is required. Annual Report on Remuneration (audited) A single figure for the total remuneration of each Director for the year ended 31 December 2023 is set out in the table below alongside the previous years’ total remuneration for comparative purposes: Total 2023 2022 Director Fees (£) Salary (£) Fees (£) Cahal Dowds 33,000 – 30,966 Hazel Cameron 27,000 – 23,676 Katie Folwell-Davies 1 18,990 – – David Ross 2 8,938 – 26,255 Dr Sandy Nairn 20,190 56,250 813 Tom Walker 3 – – 6,988 108,118 56,250 88,698 1 Appointed as a Director on 26 April 2023. 2 Retired as a Director on 26 April 2023. 3 Retired as a Director on 27 April 2022. Annual Percentage Change in Total Remuneration The table below is a disclosure under The Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019 and sets out the annual percentage change in each Director’s remuneration received in the financial period ended 31 December 2023 compared to the previous three financial years. Details of the annual fees paid to Directors can be found on page 23. The percentage changes reflect any change in a Director’s role or pro-rata fees as detailed in the footnote below. Change in Total Remuneration (%) Director 2023 2022 2021 2020 Cahal Dowds 1 6.6 73.4 n/a n/a Hazel Cameron 2 14.0 77.1 n/a n/a Katie Folwell-Davies 3 n/a n/a n/a n/a David Ross 4 (66.0) 5.0 – 6.9 Dr Sandy Nairn 5 9,302.2 n/a n/a n/a Teddy Tulloch 6 n/a n/a (55.6) 1.7 David Hough 7 n/a n/a (82.2) 2.4 Tom Walker 8 n/a (67.5) – 26.5 1 Appointed as a Director on 18 May 2021 and Chairman on 9 June 2021. 2 Appointed as a Director on 18 May 2021 and Chair of both the Nomination and Remuneration Committees on 17 August 2022. 3 Appointed as a Director and Chair of the Audit Committee on 26 April 2023. 4 Retired as a Director on 26 April 2023. 5 Appointed as Executive Director on 27 April 2022 and on a full time basis from 29 March 2023. 6 Retired as a Director and Chairman on 9 June 2021. 7 Retired as a Director on 3 March 2021. 8 Retired as a Director on 27 April 2022. REMUNERATION REPORT – continued 25 REMUNERATION REPORT – continued Relative Importance of Directors’ Fees As at 31 December 2023 (£) 2022 (£) 2021 (£) Non-Executive Directors’ fees 108,118 87,885 94,644 Executive Director and Management fees 218,466 337,184 762,031 Buyback of ordinary shares – 23,201,000 1 5,984,000 2 Annual dividend paid to shareholders 1,461,109 3 1,461,109 4 2,223,000 5 Year on year change As at 31 December 2023 % 2022 % 2021 % Non-Executive Directors’ fees 23.0 (6.3) (2.9) Executive Director and Management fees (35.2) (55.8) (0.7) Buyback of ordinary shares (100.0) 287.7 (14.8) Annual dividend paid to shareholders – (34.3) (26.5) 1 During the financial year ended 31 December 2022, a total of 7,305,545 ordinary shares were repurchased into Treasury as part of the tender offer which took place on 28 February 2022. 2 During the financial year ended 31 December 2021, a total of 2,095,000 ordinary shares were repurchased into Treasury. 3 A final dividend of 5.0p per ordinary share relating to the financial year ended 31 December 2022 was paid to shareholders on 31 May 2023. 4 A final dividend of 5.0p per ordinary share relating to the financial year ended 31 December 2021 was paid to shareholders on 25 May 2022. 5 A final dividend of 6.0p per ordinary share relating to the financial year ended 31 December 2020 was paid to shareholders on 28 May 2021. Statement of Voting at the 2023 Annual General Meeting The following sets out the shareholder votes received at the 2023 Annual General Meeting of the shareholders of the Company, in respect of the approval of the Directors’ Remuneration Report: Votes cast for Votes cast against Total votes cast Number of votes withheldNumber % Number % 9,091,561 99.94 5,125 0.06 9,096,686 32,763 Directors’ Interests (audited) There is no requirement under the Company’s Articles of Association, or the terms of appointment, for the Directors to hold shares in the Company. The interests of the Directors and any connected persons in the ordinary shares of the Company are shown below: Director 31 December 2023 31 December 2022 Cahal Dowds 34,987 34,987 Hazel Cameron 24,626 24,626 Katie Folwell-Davies – n/a Dr Sandy Nairn 1 4,534,822 4,161,822 1 In addition to the above beneficial shareholdings, Ms S Nairn, a Person Closely Associated to Dr Nairn, holds 729,666 ordinary shares in the Company. None of the Non-Executive Directors were a party to or had any interest in any contract or arrangement with the Company at any time during the year or subsequently. As disclosed on page 23, Dr Nairn has a service agreement with the Company in respect of his appointment as Executive Director. Directors’ Tenure and Annual Re-election The Board is mindful of the AIC Code in relation to the tenure of directors (including the chair). The Board does not consider it appropriate that Directors should be appointed for a specific term, however, in normal circumstances all Directors (including the chair) will not serve in excess of nine years. All Directors were last re-elected or elected at the AGM held on 26 April 2023. All Directors, whose biographies can be found on page 19, will stand for re-election at the 2024 AGM. 26 REMUNERATION REPORT – continued Ten-year Performance The below graph compares the share price total return (assuming all dividends are reinvested) to shareholders, against the UK Retail Price Index and the total return of the FTSE All-World Index. The UK Retail Price Index has been selected as the objective of the Company is to provide shareholders with an attractive real long-term total return by investing globally in asset classes. Although the Company has no formal benchmark, the FTSE All-World Index has been selected as it is considered to represent a broad equity market index against which the performance of the Company’s assets may be compared. The following graph tracks a rolling ten-year performance to the financial year end under review: 0% 200% 150% 50% 100% FTSE All World Total Return Index 20222020201920182017201620152014 2021 2023 UK Retail Price IndexShare Price Total Return The Remuneration Report comprising pages 23 to 26 has been approved and signed on behalf of the Board by: Hazel Cameron Chair of the Remuneration Committee 9 April 2024 27 Introduction The Company is a member of the Association of Investment Companies (the ‘AIC’). The Board has considered the principles and provisions of the 2019 AIC Code of Corporate Governance (the ‘AIC Code’), which can be found on the AIC website at www. theaic.co.uk. The AIC Code addresses the principles and provisions set out in the 2018 UK Corporate Governance Code (the ‘UK Code’) as issued by the Financial Reporting Council (the ‘FRC’) as well as setting out additional provisions on issues that are of specific relevance to the Company as an investment trust. The Board is further mindful of the publication of the 2024 UK Corporate Governance Code issued by the FRC. The implications of this on future reporting periods will be considered in due course. The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the FRC, provides more relevant information to shareholders. The terms of the FRC’s endorsement mean that AIC members who report against the AIC Code fully meet their obligations under the UK Code and the related disclosure requirements contained in the Listing Rules. The Board confirms that the Company has complied with the provisions of the AIC Code throughout the financial year under review, except as set out below. The Board does not consider it appropriate for a senior independent director to be appointed, as recommended by provision 6.2.14 of the AIC Code, due to its small size and operation as a unitary Board. The Board does not consider it appropriate for an external evaluation of the Board to be carried out as recommended by provision 7.2.26 of the AIC Code as it believes the current evaluation process to be objective and rigorous. The Board, the members of which meet formally at least four times a year and are in regular contact as required, is also of the view that its composition is suitably diverse and effective. Board of Directors Under the leadership of the Chairman, the Board is collectively responsible for the long-term sustainable success of the Company, generating value for shareholders and contributing to wider society. It establishes the purpose, values and strategic aims of the Company and satisfies itself that these and its culture are aligned. The Board ensures that the necessary resources are in place for the Company to meet its objectives and fulfil its obligations to shareholders within a framework of high standards of corporate governance and effective internal controls. The Board is responsible for the determination of the Company’s investment policy and strategy and has overall responsibility for the Company’s activities, including the review of investment activity and performance, and the control and supervision of the Executive Director, Sub-Advisor and other key suppliers. The Board seeks to ensure that it has an appropriate balance of skills and experience, and considers that, collectively, it has substantial recent and relevant experience of investment trusts and financial and public company management. The Chairman, Cahal Dowds, is deemed by his fellow independent Board members to be independent and to have no conflicting relationships. He does not have any other significant commitments that would affect the time he can commit to the Company’s affairs. The role and responsibilities of the Chairman are clearly defined and set out in writing, a copy of which is available on the Company’s website. Board Composition As at 31 December 2023 the Board comprised three Non-Executive Directors, all of whom are considered to be independent, and one Executive Director. Katie Folwell-Davies was formally appointed as a Non-Executive Director of the Company by shareholders at the AGM held on 26 April 2023 (the ‘2023 AGM’). David Ross retired as a Non-Executive Director of the Company at the conclusion of the 2023 AGM. Other than their letters of appointment, none of the Non-Executive Directors have a contract of service with the Company nor has there been any other contract or arrangement between the Company and any Non- Executive Director at any time during the year. The Company’s Executive Director, Dr Nairn, has a service agreement in place with the Company, further details on which are outlined on page 23. Board Committees The Board has created the following Committees which have written terms of reference detailing their respective responsibilities, copies of which are available on the Company’s website www.globalopportunitiestrust.com. Audit and Management Engagement Committee The Audit and Management Engagement Committee comprises all Non-Executive Directors of the Company and is chaired by Katie Folwell-Davies. The Report of the Audit and Management Engagement Committee which details the role of the committee and the work it has undertaken during the year under review can be found on pages 32 to 35 of this report. Nomination Committee The Nomination Committee comprises all non-executive Directors of the Company and is chaired by Hazel Cameron. CORPORATE GOVERNANCE REPORT 28 The primary responsibilities of the Nomination Committee are to review the structure, size and composition (including the skills, knowledge, diversity and experience) of the Board and make recommendations to the Board with regard to any adjustments that are deemed necessary; to give full consideration to succession planning for directors in the course of its work, taking into account the challenges and opportunities facing the Company and the skills and expertise needed on the Board; and be responsible for identifying and nominating for approval of the Board, candidates to fill board vacancies as and when they arise. In addition, the Nomination Committee is responsible for the annual performance evaluation of the Board and its Committees. Remuneration Committee The Remuneration Committee comprises all Non-Executive Directors of the Company and is chaired by Hazel Cameron. The Remuneration Report and Policy contains details of the role of the Remuneration Committee and the work it has undertaken during the year under review can be found on pages 23 to 26 of this report. Meeting Attendance The Board meets in person at least four times a year to receive and review reports from the Executive Director, Administrator, and the Company’s other service providers on a full range of relevant matters, including investments, marketing, administration, risks and regulatory updates. Additional meetings are held on an ad-hoc basis as required. Details of Director attendance at Board and Committee meetings during the year under review are as follows: Board Audit and Management Engagement Committee Nomination Committee Remuneration Committee Cahal Dowds 4/4 3/3 1/1 1/1 Hazel Cameron 4/4 3/3 1/1 1/1 Katie Folwell-Davies 1 3/3 2/2 n/a n/a David Ross 2 1/1 1/1 1/1 1/1 Dr Sandy Nairn 4/4 n/a n/a n/a 1 Katie Folwell-Davies was appointed on 26 April 2023. 2 David Ross retired on 26 April 2023. In addition to the above scheduled meetings, several ad-hoc Board meetings were held during the year. These included to discuss the new investment management arrangements and the Company’s portfolio. Performance Evaluation A process of performance evaluation has been undertaken by which the performance of the Chairman, each Director, the Audit and Management Engagement Committee, the Nomination Committee, the Remuneration Committee (the ‘Board Committees’), and the Board as a whole, have been evaluated in respect of the year ended 31 December 2023. This process consisted of a series of appraisal meetings and discussions between the Chairman and each of the other Directors (including the Executive Director). The independence of the Non-Executive Directors and their ability to commit sufficient time to the Company’s activities was considered as part of the evaluation process. The ability of Non-Executive Directors to provide constructive challenge, strategic guidance, to offer specialist guidance and to hold third parties to account was also evaluated during the evaluation process. The performance of the Chairman was similarly evaluated by the other Directors, led by the Chairman of the Nomination Committee. The composition and performance of the Board Committees were also assessed as part of the evaluation process. As a result of the evaluation, the Board considers that all the current Non-Executive Directors remain independent, contribute effectively, have the skills and experience relevant to the leadership and direction of the Company and can commit sufficient time to the Company’s activities. This process is undertaken on an annual basis. The Board does not consider the use of external consultants to conduct the performance evaluation necessary as it is of the opinion that the use of an external consultant is unlikely to provide any meaningful advantage over the process that has been adopted. However, the option of doing so will be regularly reviewed. CORPORATE GOVERNANCE REPORT – continued 29 CORPORATE GOVERNANCE REPORT – continued In addition, the Non-Executive Directors reviewed the performance of the Executive Director, Dr Nairn. As part of the review, the Non-Executive Directors reviewed the overall performance of the portfolio against the Company’s investment objective and that of the Company’s peer group in the AIC Flexible Investment Sector. The Non-Executive Directors also considered Dr Nairn’s interaction with the Board and the quality of reporting and information provided to the Board for its quarterly meetings and on an ad-hoc basis. Following its review, the Non-Executive Directors concluded that the performance of Dr Nairn as Executive Director was in line with expectations and that his continued appointment was in the best interest of shareholders. Diversity Policy The Board regularly reviews its composition and effectiveness. As part of its review, it considers succession planning; identification of the skills and experience required to meet future opportunities; the challenges facing the Company; and those individuals who might best provide them. The Board supports the recommendations of the Hampton-Alexander Review on gender diversity and the Parker Review on ethnic representation on boards. The Board acknowledges the benefits of boardroom diversity, encompassing characteristics such as skillset, geographical and industry experience, social background, ethnicity, race and gender and has agreed that whilst these characteristics will be taken into account for any new Director appointments, the priority would be appointment on merit against the requirements of the role. Therefore, although the Board is mindful of the targets in the FCA’s Listing Rules that the Company is required to report against, no measurable targets in relation to Board diversity have been set. Board Composition The FCA Listing Rules now include a requirement for companies to report against diversity and inclusion targets on a comply or explain basis. Outlined below is an overview of the targets and the Company’s compliance or otherwise as at its chosen reference date of 31 December 2023, in accordance with Listing Rule 9.8.6(R): • 40% of the Board represented by women: the Company meets this target with its Board composition being 50% female. • One woman in a senior position: although the Company does not meet this target based on those roles defined by the FCA, the Board considers the chair roles of its permanent sub-committees to be senior roles. As at 31 December 2023, the roles of Chair of the Audit and Management Engagement Committee, Chair of the Nomination Committee and Chair of the Remuneration Committee were held by women. The role of Chairman was held by a man. The Company has not appointed a senior independent director for the reasons given on page 27. • One individual from a minority ethnic background: the Company does not meet this target. In view of its small size, which it considers appropriate, and the infrequency with which Board appointments are made, the Board is aware that achieving this target is more challenging. It will however be mindful of this target when making any future appointments. The following tables set out the data on the diversity of the Directors on the Company’s Board in accordance with Listing Rule 9.8.6R(10) as at 31 December 2023. This data has been collected through direct consultation with the Board. There have been no changes in the below data since 31 December 2023. Gender Number of Board members Percentage of the Board Number of senior positions on the Board Men 2 50% 1 1 Women 2 50% 0 2 Not specified/ prefer not to say n/a n/a n/a 1 The Company only has one of the senior roles specified by the Listing Rules, that is the position of Chair of the Board, which is held by Cahal Dowds. 2 The Company considers that the chairs of its permanent sub-committees are all senior positions. The role of Chair of the Audit Committee is held by Katie Folwell-Davies and the roles of Chair of the Nomination Committee and Chair of the Remuneration Committee are held by Hazel Cameron. Ethnicity Number of Board members Percentage of the Board Number of senior positions on the Board White British or other White 4 100% 1 1 Mixed/ Multiple ethnic groups 0 0% 0 Asian/ Asian British 0 0% 0 Black/ African/ Caribbean/ Black British 0 0% 0 Other ethnic group, including Arab 0 0% 0 Not specified/ prefer not to say n/a n/a n/a 1 The Company only has one of the senior roles specified by the Listing Rules, that is the position of Chair of the Board, which is held by Cahal Dowds. 30 CORPORATE GOVERNANCE REPORT – continued Tenure The Board considers that length of service does not necessarily compromise the independence or contribution of the directors of investment trust companies where experience and continuity can be a significant strength. As all Directors stand for annual re-election, no limit has been imposed on the length of service of any Director, including the Chairman. The Board consists of an appropriate combination of Directors and no one individual or small group of individuals dominates the Board’s decision making. Succession Planning Following David Ross’ retirement from the Board on 26 April 2023, Katie Folwell-Davies was formally appointed by shareholders as a Non-Executive Director from that same date, also assuming the role of Chair of the Audit and Management Engagement Committee. The Board believes that its composition and the skill set of the four incumbent Directors is appropriate for the activities of the Company. Furthermore, at the time of the 2024 AGM, no Director will have served for a period greater than three years. Although no changes are therefore being proposed to its composition, succession planning is continuously considered as part of the Board’s responsibilities Re-election and Appointment of Directors Under the Company’s Articles of Association, Directors are subject to election by shareholders at the first Annual General Meeting after their appointment. Thereafter, at each Annual General Meeting, any Director who has not stood for appointment or re-election at either of the two preceding Annual General Meetings shall be required to retire from office and may offer himself for re-election. Notwithstanding the requirements under the Articles of Association and in accordance with the AIC Code, the Board has adopted the policy of requiring each Director to retire and stand for re-election on an annual basis to allow shareholders to decide on the appropriateness of the composition of the Board. Following completion of the performance evaluation, it is considered that each Director has the necessary skills and experience, and continues to contribute effectively to the management of the Company. In addition, it is believed that the Board has the relevant expertise and sufficient time to provide the appropriate leadership and direction for the Company. In accordance with the Board’s policy, Cahal Dowds, Hazel Cameron and Katie Folwell-Davies will stand for re-election as non-executive Directors of the Company at the 2024 AGM. Dr Nairn will also stand for re-election as an Executive Director of the Company. The Board acknowledges that, as of 16 January 2023, Cahal Dowds and Hazel Cameron are both directors of Continuum Advisory Partners Limited (‘Continuum’), a private limited company. The Board, led by Katie Folwell-Davies, has considered their respective roles with Continuum and has determined that, notwithstanding their common directorship, both Cahal and Hazel continue to provide expert and valued contributions to Board deliberations, that they both remain independent of Dr Nairn as Executive Director of the Company and that this independence, both of character and judgement, is not impaired by their common directorship. This assessment will be kept under review. The Board strongly recommends the re-election of each of the independent Non-Executive Directors of the Company on the basis of their expertise and experience in investment matters, their independence and their continuing effectiveness and commitment to the Company. The Board also strongly recommends the re-election of Dr Nairn as Executive Director of the Company on the basis of his experience in managing the investment portfolio and his continuing effectiveness and commitment to the Company. Induction of Directors and Ongoing Training The Board has agreed a procedure for the induction and training of new Board appointees and training requirements are dealt with as required. Company Secretary The Board also has direct access to the advice and services from the Company Secretary, Juniper Partners Limited, who are responsible for ensuring that Board procedures are followed and that the applicable regulations are complied with. The Company Secretary is also responsible to the Board for ensuring timely delivery of information and reports and also for compliance with the statutory obligations of the Company. Conflicts of Interest A Director must avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or may conflict, with the Company’s interests (a ‘situational conflict’). The Articles of Association give the Directors authority to approve such situations, where appropriate. It is the responsibility of each individual Director to avoid an unauthorised situational conflict arising. He or she must request authorisation from the Board as soon as he or she becomes aware of the possibility of a situational conflict arising. The Board is responsible for considering Directors’ requests for authorisation of situational conflicts and for deciding whether or not the situational conflict should be authorised. The factors considered include whether the situational conflict could prevent the Director from properly performing her/his duties, whether it has, or could have, any impact on the Company and whether it could be regarded as likely to affect the judgement and/ 31 CORPORATE GOVERNANCE REPORT – continued or actions of the Director in question. When the Board is deciding whether to authorise a conflict or potential conflict, only Directors who have no interest in the matter being considered are able to take the relevant decision, and in taking the decision the Directors must act in a way they consider, in good faith, will be most likely to promote the Company’s success. The Directors are able to impose limits or conditions when giving authorisation if they think this is appropriate in the circumstances. A register of conflicts is maintained by the Company Secretary and is reviewed at each Board meeting, to ensure that any authorised conflicts remain appropriate. Directors are required to confirm at these meetings whether there has been any change to their position. Insurance and indemnity The Board has formalised arrangements under which the Directors, in the furtherance of their duties, may seek independent professional advice at the expense of the Company. The Company also maintains directors’ and officers’ liability insurance, which includes cover of defence expenses. The Company’s Articles of Association provide the Directors of the Company, subject to the provisions of UK legislation, with an indemnity in respect of liabilities which they may sustain or incur in connection with their appointment. Apart from this, there are no qualifying third-party indemnity provisions in force. Risk Management and Internal Control Review The Directors acknowledge that they have overall responsibility for the Company’s risk management and internal control systems and for reviewing their effectiveness. An ongoing process, in accordance with the FRC Guidance on Risk Management, Internal Control and Related Financial and Business Reporting, has been implemented for identifying, evaluating and managing the principal and emerging risks faced by the Company. This process has been in place throughout the year ended 31 December 2023, and up to the date that the Financial Statements were approved, and is regularly reviewed by the Board, through the Audit and Management Engagement Committee. Key procedures established with a view to providing effective financial control have also been in place for the year ended 31 December 2023 and up to the date the Financial Statements were approved. The risk management process and systems of internal control are designed to manage rather than eliminate the risk of failure to achieve the Company’s investment objective. It should be recognised that such systems can only provide reasonable, not absolute, assurance against material misstatement or loss. Internal Control Assessment Process Risk assessment and the review of internal controls are undertaken by the Board, through delegation to the Audit and Management Engagement Committee, in the context of the Company’s overall investment objective. The review covers the key business, operational, compliance and financial risks facing the Company. The Company’s principal and emerging risks are set out in the Strategic Review on pages 14 to 16 and in Note 16 on pages 60 to 62 of the Financial Statements. In arriving at its judgement of what risks the Company faces, the Board has considered the Company’s operations in the light of the following factors: • the nature and extent of risks which it regards as acceptable for the Company to bear within its overall business objective; • the likelihood of such risks becoming a reality; • the Company’s ability to reduce the incidence and impact of risk on its performance; and • the cost to the Company and benefits related to the Company and third parties operating the relevant controls. Against this background, the Board has split the review of risk and associated controls, within the Company’s risk assessment matrix, into four sections reflecting the nature of the risks being addressed. These sections are as follows: • corporate strategy; • published information, compliance with laws and regulations; • relationship with service providers; and • investment and business activities. The system of internal control can only be designed to manage rather than eliminate the risk of failure to achieve business objectives and therefore can provide only reasonable, but not absolute, assurance against fraud, material misstatement or loss. By the means of the procedures set out above, the Board confirms that it has reviewed the effectiveness of the Company’s systems of internal controls for the year ended 31 December 2023, and to the date of approval of this Annual Report. On behalf of the Board Cahal Dowds Chairman 9 April 2024 32 As Chair of the Audit and Management Engagement Committee, I am pleased to present the Committee’s report to shareholders for the year ended 31 December 2023. Committee Members The Audit and Management Engagement Committee comprises of all the Non-Executive Directors of the Company, each of whom is considered independent. As permitted by the AIC Code, and due to the size of the Board, the Chairman, Cahal Dowds, who was independent on appointment, is a member of the Committee. Katie Folwell-Davies is Chair of the Committee. All Committee members consider that, individually and collectively, they are appropriately experienced to fulfil their role on the Committee. All members of the Committee are qualified accountants. Each member contributes recent financial experience gained from senior positions in the finance sector. The Committee met three times during the financial year ended 31 December 2023. The Committee invites the Company’s Auditor, the Executive Director, Juniper Partners Limited and any other of its service providers, as required, to attend and report to the Committee on relevant matters. Role of the Audit and Management Engagement Committee The primary responsibilities of the Audit and Management Engagement Committee are as follows: Financial • To review the contents of the Annual Report and half yearly financial statements and advise the Board on whether, taken as a whole, are fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy; • To report on any significant issues that it has considered in relation to the annual and half yearly financial statements and how these were addressed; and • To make whatever recommendations to the Board it deems appropriate and to compile a report to shareholders to be included in the Company’s Annual Report and financial statements. Audit • To review and approve the annual audit plan and ensure that it is consistent with the scope of the audit engagement, including planned levels of materiality and proposed resources; and • To assess the effectiveness of the external audit process, the approach taken to the appointment or reappointment of the external auditor, length of tenure of the audit firm, when a tender was last conducted and advance notice of any retendering plans. Going Concern and Viability • To consider the appropriateness of the going concern basis of accounting in preparing the Annual Report and half yearly financial statements and to identify any material uncertainties to the Company’s ability to continue to do so over a period of at least 12 months from the date of approval of the financial statements; and • To review the disclosures included in the Annual Report and financial statements in relation to the long-term viability of the Company. Internal Control and Risk Management • To conduct a robust assessment of the Company’s principal and emerging risks and confirm in the Annual Report that it has completed this assessment; and • To review the Company’s risk management and internal financial controls, their adequacy and effectiveness and report on such review in the Annual Report. Service Providers • To review the performance of the Company’s service providers against their individual terms of service. The Terms of Reference of the Committee are available on the Company’s website at: https://globalopportunitiestrust.com/shareholder- information/key-documents REPORT OF THE AUDIT AND MANAGEMENT ENGAGEMENT COMMITTEE 33 Significant Accounting Matters The following significant accounting matters were considered by the Committee during the year under review. Significant matter How the issue was addressed Valuation, existence, and ownership of investments The valuation of investments is undertaken in accordance with the accounting policies as detailed in Note 1 to the accounts. The Board receives regular updates on the investment portfolio from the Executive Director. The Executive Director is responsible for the portfolio’s ongoing compliance with investment policy limits and will report any breaches to the Board / Committee. The Company also receives a quarterly valuation for its level 3 security from the Sub-Advisor. The valuation of the level 3 security is reviewed by the Executive Director. The Administrator reconciles the investment portfolio against the Custody account on a daily basis and will report any reconciliation breaks to the Board / Committee. The Company’s Board of Directors has approved the fair value of the level 3 investment through confirmation from the Sub-Advisor on the valuation of the level 3 investment, and consultation with the Executive Director on this. Recognition of investment income The recognition of investment income is undertaken in accordance with accounting policy Note 1 to the accounts. The Committee reviewed detailed revenue forecasts as prepared by the Administrator and considered the allocation of dividend income between revenue and capital. Calculation of investment management fee The investment management fee was calculated in accordance with the Investment Management Agreement. The Board reviews expense schedules and the investment management fee calculation. Compliance with Sections 1158 and 1159 To ensure that the Company continues to meet the criteria for investment trust status, the Committee reviewed the Company’s compliance with Sections 1158 and 1159 of the Corporation Tax Act 2010. The Committee receives quarterly reporting from the Administrator detailing the Company’s continuing compliance with Sections 1158 and 1159. Throughout the financial year under review, the Company has maintained its status as an investment trust. Going Concern/Long Term Viability The Committee reviewed the appropriateness of the adoption of the Going Concern basis in preparing the accounts. The Committee recommended that the adoption of the Going Concern basis remained appropriate (see Going Concern statement on page 21). The Committee also assessed the Long-Term Viability of the Company as detailed on page 21 and recommended to the Board its expectation that the Company would remain in operation for the five-year period of the assessment. Internal Controls During the year, the Committee reviewed and updated, where appropriate, the Company’s risk assessment. This is done on an ongoing basis. For information on how this review was undertaken, see page 31. The Company does not have an internal audit function as most of its day-to-day operations are delegated to third parties, all of whom have their own internal control procedures. The Committee discussed whether it would be appropriate to establish an internal audit function and agreed that the existing system of monitoring and reporting by third parties remains appropriate and sufficient. REPORT OF THE AUDIT AND MANAGEMENT ENGAGEMENT COMMITTEE – continued 34 Auditor Appointment and Tenure Johnston Carmichael LLP was appointed as Auditor to the Company on 22 April 2020. Richard Sutherland was the Audit Partner for the year ended 31 December 2023. Rotation of the audit partner will take place every five years in accordance with the Financial Reporting Council’s Revised Ethical Standard 2019. There are no contractual obligations that would restrict the Committee in selecting an alternative external auditor. The Committee reviews the re-appointment of the Auditor annually to ensure that the external audit remains effective and independent. Assessment of the External Audit Process In conducting its review of the audit of the Company by Johnston Carmichael LLP, the Committee considered: • the audit plan for the year, including the audit team and approach to significant risks; • the Auditor’s arrangements for any conflicts of interest; • the extent of any non-audit services (all non- audit services are subject to pre-approval by the Committee; there were no non-audit services in the reporting year); and • the statement by the Auditor confirming that they remain independent within the meaning of the regulations and their professional standards. With regards to the effectiveness of the audit process, the Committee reviewed: • the fulfilment by the Auditor of the agreed audit plan; • the audit findings report issued by the Auditor on the audit of the Annual Report and Financial Statements for the year ended 31 December 2023; and • feedback from the Chair of the Committee and the Administrator on the audit of the Company. The Committee concluded that the audit of the Company was in line with expectations and that the Auditor remained independent. Accordingly, the Board approved the Committee’s recommendation that a resolution in respect of the re-appointment of Johnston Carmichael LLP be put to shareholders for approval at the Annual General Meeting to be held on 16 May 2024. Audit Fee The audit fee for the year ended 31 December 2023 was £35,000 (2022: £35,000). Fair, Balanced and Understandable As a result of the work performed, the Audit and Management Engagement Committee has concluded that the Annual Report and Financial Statements for the year ended 31 December 2023, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s position and performance, business model and strategy, and has reported on these findings to the Board. The Board’s conclusions in this respect are set out in the Statement of Directors’ Responsibilities on page 36. Internal Control and Risk Management The Committee considered the effectiveness of the control environments of the Company’s key service providers during the year. The Board has therefore established an ongoing process designed to meet the particular needs of the Company in managing the risks to which it is exposed, consistent with the internal control guidance issued by the Financial Reporting Council. The process relies principally on a risk based system of internal control whereby a test matrix is created that identifies the key functions carried out by the Company and other service providers, the individual activities undertaken within those functions, the risks associated with each activity and the controls employed to minimise those risks. A formal annual review of the Company’s risk-based system of internal controls is carried out by the Board and includes consideration of internal control reports issued by the service providers, where applicable. Such review procedures have been in place throughout the financial year and up to the date of approval of the Annual Report, and the Board is satisfied with their effectiveness. These procedures are designed to manage, rather than eliminate, risk and, by their nature, can provide only reasonable, not absolute, assurance against material misstatement or loss. The Company does not have an internal audit function as the Audit and Management Engagement Committee believes that the Company’s structure does not warrant such a function. This is reviewed by the Committee annually. REPORT OF THE AUDIT AND MANAGEMENT ENGAGEMENT COMMITTEE – continued 35 REPORT OF THE AUDIT AND MANAGEMENT ENGAGEMENT COMMITTEE – continued Review of Service Providers The Committee reviews the performance of the Company’s service providers to ensure that they continue to comply with their terms of service, that their fees remain competitive, and that their continued appointment is in the best interests of shareholders. Following completion of its review of the Company’s service providers, no matters of concern were raised to the Board, and the Committee confirmed that the continuing appointment of the Executive Director, Dr Nairn, and the Company’s other service providers was in the best interests of shareholders. Annual Evaluation The activities of the Audit and Management Engagement Committee were considered as part of the Board appraisal process. The conclusion from the appraisal was that the Committee continued to operate effectively, with the right balance of membership, experience, and skills. Katie Folwell-Davies Chair of the Audit and Management Engagement Committee 9 April 2024 36 STATEMENT OF DIRECTORS’ RESPONSIBILITIES The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable UK law and regulations. The Companies Act 2006 (the ‘Law’) requires the Directors to prepare Financial Statements for each financial period. Under that Law, they have elected to prepare the Financial Statements in accordance with UK Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. Under the Law, the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the Financial Statements; and • prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its Financial Statements comply with the Law and include the information required by the Listing Rules of the Financial Conduct Authority. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, Remuneration Report and Corporate Governance Statement that comply with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website, www.globalopportunitiestrust.com. The work carried out by the Auditor does not include consideration of these matters and, accordingly, the Auditor accepts no responsibility for any changes that may have occurred to the Financial Statements since they were initially presented on the website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Each of the Directors, who are listed on page 19 of this report, confirm to the best of their knowledge that: • the Financial Statements, prepared in accordance with the applicable set of UK Accounting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; • the Annual Report includes a fair view of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that the Company faces; and • in the opinion of the Board, the Annual Report and Financial Statements taken as a whole, is fair, balanced and understandable and provides the information necessary to assess the Company’s performance, business model and strategy. On behalf of the Board Cahal Dowds Chairman 9 April 2024 37 INDEPENDENT AUDITOR’S REPORT to the members of Global Opportunities Trust plc Opinion We have audited the financial statements of Global Opportunities Trust plc (“the Company”), for the year ended 31 December 2023, which comprise the Income Statement, the Balance Sheet, the Statement of Changes in Equity, Statement of Cash Flow, and the related notes, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: • give a true and fair view of the state of the Company’s affairs as at 31 December 2023 and of its return for the year then ended; • have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and • have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our approach to the audit We planned our audit by first obtaining an understanding of the Company and its environment, including its key activities delegated by the Board to relevant approved third-party service providers and the controls over provision of those services. We conducted our audit using information maintained and provided by Juniper Partners Limited (“the Administrator”), Goodhart Partners LLP (“the Sub-Advisor”) and JP Morgan Chase Bank (“the Custodian”) to whom the provision of certain administrative and custodian functions have been delegated, with the consent of the Directors. We tailored the scope of our audit to reflect our risk assessment, taking into account such factors as the types of investments within the Company, the involvement of the Administrator, the accounting processes and controls, and the industry in which the Company operates. 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 the evaluation of the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. We summarise below the key audit matters in arriving at our audit opinion above, together with how our audit addressed these matters and the results of our audit work in relation to these matters. 38 INDEPENDENT AUDITOR’S REPORT – continued to the members of Global Opportunities Trust plc Key audit matter How our audit addressed the key audit matter and our conclusions Valuation and ownership of level 1 and level 2 investments (as described on page 33 in the Audit and Management Engagement Committee Report and as per the accounting policy stated on page 49). The valuation of the level 1 and level 2 investment portfolio at 31 Dec 2023 was £55.8m (31 Dec 2022: £61.6m). As this is the largest component of the Company’s Balance Sheet and a key driver of the Company’s net assets and total return, this has been designated as a key audit matter, being one of the most significant assessed risks of material misstatement due to fraud or error. There is a risk that the investments held at fair value may not be actively traded and the quoted prices may not therefore be reflective of fair value. Additionally, there is a risk that the Company does not have proper legal title to the level 1 and level 2 investments recorded as held at year end. We performed a walkthrough of the level 1 and level 2 investment valuation process at the Administrator and assessed controls reports provided by the Custodian to evaluate the design and implementation of key controls. We compared market prices and exchange rates applied to all level 1 and level 2 investments held at 31 December 2023 to an independent third-party source and recalculated the investment valuations. We obtained average trading volumes from an independent third-party source for all level 1 and level 2 investments held at year end as evidence of the existence of active markets and to assess investments’ liquidity. We agreed 100% of the investments held to an independently obtained custodian report. From our completion of these procedures, we identified no material misstatements in relation to the valuation and ownership of the level 1 and level 2 investments. Valuation and ownership of the level 3 investment (as described on page 33 in the Audit and Management Engagement Committee Report and as per the accounting policy stated on page 49). The valuation of the level 3 investment at 31 Dec 2023 was £8.2m (31 Dec 2022: £7.7m). As a part of the largest component of the Company’s Balance Sheet, a key driver of the Company’s net assets and total return, and management are required to use judgement to estimate the valuation of the level 3 investment, this has been designated as a key audit matter, being one of the most significant assessed risks of material misstatement due to fraud or error. Additionally, there is a risk that the Company does not have proper legal title to the level 3 investment recorded as held at year end. We performed a walkthrough of the level 3 valuation process at the Administrator to evaluate the design and implementation of key controls. We tested how management made their estimate of the fair value of the level 3 investment, which is an interest in a private equity fund, by agreeing the inputs to management’s estimate to supporting evidence. These inputs included; • the net asset value of the fund at its latest available measurement date closest to the Company’s year end; and • movements in the fund value between the fund’s latest measurement date and the Company’s year-end, as confirmed by correspondence with the underlying fund manager. We also evaluated management’s assessment of the underlying fund manager’s approach to determining the fair value of the underlying investments in the fund. We assessed the sufficiency and appropriateness of the evidence obtained by management, as well as their conclusions with respect to the alignment of the methodology applied to International Private Equity and Venture Capital Valuation (IPEV) Guidelines. We agreed the level 3 investment holding to a direct confirmation from the underlying fund manager. From our completion of these procedures, we identified no material misstatements in relation to the valuation and ownership of the level 3 investment. 39 INDEPENDENT AUDITOR’S REPORT – continued to the members of Global Opportunities Trust plc Key audit matter How our audit addressed the key audit matter and our conclusions Revenue recognition, including allocation of special dividends as revenue or capital returns (as described on page 33 in the Audit and Management Engagement Committee Report and as per the accounting policy stated on page 48). Investment income recognised in the year was £1.8m (31 Dec 2022: £2.2m), consisting primarily of dividend income from level 1 investments. Revenue- based performance metrics are often one of the key performance indicators for stakeholders. The investment income recognised by the Company during the year directly impacts these metrics and the minimum dividend required to be paid by the Company under s.1158 compliance. There is a risk that revenue is incomplete, did not occur or is inaccurate, through failure to recognise dividends or failure to appropriately account for their treatment as revenue or capital returns. It has therefore been designated as a key audit matter, being one of the most significant assessed risks of material misstatement due to fraud or error. Additionally, judgement is required in determining the allocation of special dividends as revenue or capital returns in the Income Statement. We performed a walkthrough of the revenue recognition process (including the process for allocating special dividends as revenue or capital returns) at the Administrator to evaluate the design and implementation of key controls. We assessed whether income was recognised and disclosed in accordance with the AIC SORP by assessing the accounting policies. We recalculated 100% of dividends due to the Company based on investment holdings throughout the year and dividend announcements made by investee companies. We agreed a sample of dividends received to bank statements. We obtained a list of all special dividends received by the Company and their allocation as revenue or capital returns, and used third-party independent data sources to assess the completeness of the special dividend population and determined whether special dividends recognised were revenue or capital in nature with reference to the underlying circumstances of the investee companies’ dividend payments. From our completion of these procedures, we identified no material misstatements with revenue recognition, including allocation of special dividends as revenue or capital returns. Our application of materiality We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality in determining the nature and extent of our work and in evaluating the results of that work. Materiality measure Value Materiality for the financial statements as a whole – we have set materiality as 1% of net assets as we believe that net assets is the primary performance measure used by investors and is the key driver of shareholder value. In our opinion it is also the standard industry benchmark for materiality for investment trusts and we determined the measurement percentage to be commensurate with the risk and complexity of the audit and the Company’s listed status. £1,064,000 (2022: £1,061,000) Performance materiality – performance materiality represents amounts set by the auditor at less than materiality for the financial statements as a whole, to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole. In setting this we consider the Company’s overall control environment, our past experience of the audit that indicates a lower risk of material misstatements. Based on our judgement of these factors, we have set performance materiality at 75% of our overall financial statement materiality. £798,000 (2022: £796,000) 40 INDEPENDENT AUDITOR’S REPORT – continued to the members of Global Opportunities Trust plc Materiality measure Value Specific materiality – recognising that there are transactions and balances of a lesser amount which could influence the understanding of users of the financial statements we calculate a lower level of materiality for testing such areas. Specifically, given the importance of the distinction between revenue and capital for the Company, we also applied a separate testing threshold for the revenue column of the Income Statement set at 5% of the net revenue return before taxation. We have also set a separate specific materiality in respect of related party transactions and Directors’ remuneration. We used our judgement in setting these thresholds and considered our past experience of the audit, the history of misstatements and industry benchmarks for specific materiality. £87,000 (2022: £85,000) Audit Committee reporting threshold – we agreed with the Audit and Management Engagement Committee that we would report to them all differences in excess of 5% of overall materiality in addition to other identified misstatements that warranted reporting on qualitative grounds, in our view. For example, an immaterial misstatement as a result of fraud. £53,000 (2022: £53,000) During the course of the audit, we reassessed initial materiality and found no reason to alter the basis of calculation used at year-end. Conclusions relating to going concern In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting included: • Evaluating management’s method of assessing going concern, including consideration of market conditions and uncertainties; • Assessing and challenging the forecast cashflows and associated sensitivity modelling used by the Directors in support of their going concern assessment; • Obtaining and recalculating management’s assessment of the Company’s ongoing maintenance of investment trust status; • Evaluating management’s assessment of the business continuity plans of the Company’s main service providers; and • Assessing the adequacy of the Company’s going concern disclosures included in the Annual Report. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In relation to the Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Other information The other information comprises the information included in the Annual Report other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. 41 INDEPENDENT AUDITOR’S REPORT – continued to the members of Global Opportunities Trust plc Opinions on other matters prescribed by the Companies Act 2006 In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion, based on the work undertaken in the course of the audit: • The information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and • The Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report byexception In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • Adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or • The financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or • Certain disclosures of Directors’ remuneration specified by law are not made; or • We have not received all the information and explanations we require for our audit; or • A corporate governance statement has not been prepared by the Company. Corporate governance statement The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the entity’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit: • The Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 21; • The Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate set out on page 21; • The Directors’ statement on whether it has a reasonable expectation that the Company will be able to continue in operation and meets its liabilities set out on page 21; • The Directors’ statement on fair, balanced and understandable set out on page 36; • The Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 14; • The section of the Annual Report that describes the review of the effectiveness of risk management and internal control systems set out on page 31; and • The section describing the work of the Audit and Management Engagement Committee set out on pages 32 to 35. Responsibilities of Directors As explained more fully in the Directors’ responsibilities statement set out on page 36, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. 42 INDEPENDENT AUDITOR’S REPORT – continued to the members of Global Opportunities Trust plc Auditor responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/ auditorsresponsibilities. This description forms part of our auditor’s report. Extent the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non- compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available. All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include: • Companies Act 2006; • FCA listing and DTR rules; • The principles of the UK Corporate Governance Code applied by the AIC Code of Corporate Governance (the “AIC Code”); • Industry practice represented by the Statement of Recommended Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts (“the SORP”) issued in July 2022; • Financial Reporting Standard 102; and • The Company’s qualification as an investment trust under section 1158 of the Corporation Tax Act 2010. We gained an understanding of how the Company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes. We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. We identified a heightened fraud risk in relation to the allocation of special dividends as revenue or capital returns and the valuation of the level 3 investment (audit procedures performed in response to this risk are set out in the section on key audit matters above) and management override (procedures in response to this risk are included below). In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error: • Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud; • Performing audit work procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, recalculating the investment management fee, evaluating the business rationale of significant transactions outside the normal course of business and reviewing judgements made by management in their calculation of accounting estimates for potential management bias; 43 INDEPENDENT AUDITOR’S REPORT – continued to the members of Global Opportunities Trust plc • Completion of appropriate checklists and use of our experience to assess the Company’s compliance with the Companies Act 2006 and the Listing Rules; and • Agreement of the financial statement disclosures to supporting documentation. Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Other matters which we are required to address Following the recommendation of the Audit and Management Engagement Committee, we were appointed by the Board on 22 April 2020 to audit the financial statements for the year ended 31 December 2020 and subsequent financial periods. The period of our total uninterrupted engagement is four years, covering the years ended 31 December 2020 to 31 December 2023. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we remain independent of the Company in conducting our audit. Our audit opinion is consistent with the additional report to the Audit and Management Engagement Committee. Use of our report This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Richard Sutherland (Senior Statutory Auditor) For and behalf of Johnston Carmichael LLP Statutory Auditor Edinburgh, United Kingdom 9 April 2024 44 INCOME STATEMENT for the year ended 31 December 2023 2023 2022 Note Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 Gains on investments at fair value through profit or loss 8 – 2,271 2,271 – 10,158 10,158 Foreign exchange (losses)/gains on capital items – (1,974) (1,974) – 3,149 3,149 Income 2 2,460 – 2,460 2,374 – 2,374 Investment management fee 3 (49) (114) (163) (101) (235) (336) Other expenses 4 (653) – (653) (517) – (517) Net return before finance costs andtaxation 1,758 183 1,941 1,756 13,072 14,828 Finance costs Interest payable and related charges (21) – (21) (51) – (51) Net return before taxation 1,737 183 1,920 1,705 13,072 14,777 Taxation – overseas withholding tax 5 (192) – (192) (94) – (94) Net return after taxation 1,545 183 1,728 1,611 13,072 14,683 Return per ordinary share 7 5.3p 0.6p 5.9p 5.3p 43.0p 48.3p All revenue and capital items in the above statement derive from continuing operations. The total column of this statement is the profit and loss account of the Company. The revenue and capital return columns are prepared under guidance issued by the Association of Investment Companies. A separate Statement of Comprehensive Income has not been prepared as all gains and losses are included in the Income Statement. The Notes on pages 48 to 63 form part of these Financial Statements. 45 Note 2023 £’000 2022 £’000 Fixed asset investments Investments at fair value through profit or loss 8 64,083 69,283 Current assets Debtors 10 374 412 Cash at bank and short-term deposits 42,105 36,629 42,479 37,041 Current liabilities Creditors 11 (151) (180) (151) (180) Net current assets 42,328 36,861 Net assets 106,411 106,144 Capital and reserves Called-up share capital 12 645 645 Share premium 1,597 1,597 Capital redemption reserve 14 14 Special reserve 9,760 9,760 Capital reserve 90,281 90,098 Revenue reserve 4,114 4,030 Total shareholders’ funds 106,411 106,144 Net asset value per ordinary share 14 364.1p 363.2p The Financial Statements on pages 44 to 63 were approved by the Board of Directors on 9 April 2024 and signed on its behalf by: Cahal Dowds Chairman Registered in Scotland No. SC259207 BALANCE SHEET as at 31 December 2023 The Notes on pages 48 to 63 form part of these Financial Statements. 46 Year ended 31 December 2023 Note Share capital £’000 Share premium £’000 Capital redemption reserve £’000 Special reserve 1 £’000 Capital reserve 1 £’000 Revenue reserve 1 £’000 Total £’000 At 1 January 2023 645 1,597 14 9,760 90,098 4,030 106,144 Net return after taxation – – – – 183 1,545 1,728 Dividends paid 6 – – – – – (1,461) (1,461) At 31December 2023 645 1,597 14 9,760 90,281 4,114 106,411 Year ended 31 December 2022 Note Share capital £’000 Share premium £’000 Capital redemption reserve £’000 Special reserve 1 £’000 Capital reserve 1 £’000 Revenue reserve 1 £’000 Total £’000 At 1 January 2022 645 1,597 14 32,961 77,026 3,880 116,123 Net return after taxation – – – – 13,072 1,611 14,683 Dividends paid 6 – – – – – (1,461) (1,461) Share purchases for Treasury 13 – – – (23,201) – – (23,201) At 31December 2022 645 1,597 14 9,760 90,098 4,030 106,144 1 Distributable reserves total £94,170,000 (2022: £93,259,000). The Capital reserve comprises realised gains of £80,296,000 (2022: £79,469,000), which are distributable, and unrealised gains of £9,985,000 (2022: £10,629,000), which are not distributable. STATEMENT OF CHANGES IN EQUITY for the year ended 31 December 2023 The Notes on pages 48 to 63 form part of these Financial Statements. 47 STATEMENT OF CASH FLOW for the year ended 31 December 2023 Year ended 31December 2023 Year ended 31December 2022 Note £’000 £’000 £’000 £’000 Cash flows from operating activities Net return on ordinary activities before taxation 1,920 14,777 Adjustments for: Gains on investments 8 (2,271) (10,158) Interest payable 21 51 Purchases of investments 8 (949) (21,645) Sales of investments 8 8,420 46,442 Dividend income 2 (1,774) (2,185) Other income 2 (686) (189) Dividend income received 1,777 2,314 Other income received 723 147 Decrease in receivables 1 7 Decrease in payables (29) (129) Overseas withholding tax deducted (195) (107) 5,038 14,548 Net cash flows from operating activities 6,958 29,325 Cash flows from financing activities Repurchase of ordinary share capital – (23,201) Equity dividends paid from revenue (1,461) (1,461) Interest paid (21) (51) Net cash flows from financing activities (1,482) (24,713) Net increase in cash and cash equivalents 5,476 4,612 Cash and cash equivalents at the start of the year 36,629 32,017 Cash and cash equivalents at the end of the year 42,105 36,629 * Receipts from the sale of, and payments to acquire, investment securities have been classified as components of cash flows from operating activities because they form part of the Company’s dealing operations. The Notes on pages 48 to 63 form part of these Financial Statements. 48 1 Accounting policies Statement of compliance Global Opportunities Trust plc is a company incorporated in Scotland. The Company is registered as a public limited company and is an investment company within the terms of section 833 of the Companies Act 2006 (“the Act”). The registered office is detailed on page 64. The nature of the Company’s operations and its principal activities are set out in the Strategic Review on pages 12 to 18. The Company’s Financial Statements have been prepared under FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” and in accordance with the Act and with the Statement of Recommended Practice issued by the AIC (the “AIC SORP”). The comparative figures for the Financial Statements are for the year ended 31 December 2022. Going concern The financial statements have been prepared on a going concern basis and on the basis that approval as an investment trust company will continue to be met. The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisfied that the Company has adequate resources to continue in operational existence for a period of at least 12 months from the date when these financial statements were approved. The Directors have noted that the Company, holding a portfolio consisting principally of liquid listed investments and cash balances, is able to meet the obligations of the Company as they fall due, any future funding requirements and finance future additional investments. The Company is a closed end fund, where assets are not required to be liquidated to meet day-to-day redemptions. The Directors have completed stress tests assessing the impact of changes and scenario analysis to assist them in determination of going concern. In making this assessment, the Directors have considered plausible downside scenarios that have been financially modelled. These tests apply to any set of circumstances in which asset value and income are significantly impaired. The conclusion was that in a plausible downside scenario, the Company could continue to meet its liabilities. Whilst the economic future is uncertain, and the Directors believe that it is possible the Company could experience further reductions in income and/or market value, the opinion of the Directors is that this should not be to a level which would threaten the Company’s ability to continue as a going concern. The Directors are not aware of any material uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern, having taken into account the liquidity of the Company’s investment portfolio and the Company’s financial position in respect of its cash flows and investment commitments. Therefore, the financial statements have been prepared on the going concern basis. Segmental reporting The Directors are of the opinion that the Company is engaged in a single segment of business, being investment business. The Company primarily invests in listed companies. Income recognition Dividend and other investment income is included as revenue on the ex-dividend date, the date the Company’s right to receive payment is established. Dividends from overseas companies are shown gross of withholding tax. Where the Company has elected to receive scrip dividends in the form of additional shares rather than in cash, the amount of the cash dividend foregone is recognised as income. Any excess or shortfall compared to the cash dividend is recognised as capital. Special dividends are reviewed on an individual basis to determine whether they should be accounted for as revenue or capital. Income from private equity holdings is recognised upon notification of irrevocable income distribution by the general partner. Interest income and rebate income is included on an accruals basis. NOTES TO THE FINANCIAL STATEMENTS at 31 December 2023 49 NOTES TO THE FINANCIAL STATEMENTS – continued at 31 December 2023 1 Accounting policies – continued Expenses and finance costs All management expenses and finance costs are accounted for on an accruals basis. The Company charges 30% of management fees and finance costs related to borrowings to revenue in the Income Statement and 70% to capital in the Income Statement. All other operating expenses and finance costs are charged to revenue in the Income Statement, except costs that are incidental to the acquisition or disposal of investments, which are charged to capital in the Income Statement. Transaction costs are included within the gains and losses on investments, as disclosed in the Income Statement. Investments In accordance with FRS 102, Sections 11 and 12, all investments held by the Company are designated as held at fair value upon initial recognition and are measured at fair value through profit or loss in subsequent accounting periods. Investments are initially recognised at cost, being the fair value of the consideration given. After initial recognition, investments are measured at fair value, with changes in the fair value of investments recognised in the Income Statement and allocated to capital. Realised gains and losses on investments sold are calculated as the difference between sales proceeds and cost. For investments actively traded in organised financial markets, fair value is generally determined by reference to Stock Exchange quoted market bid prices at the close of business on the Balance Sheet date, without adjustment for transaction costs necessary to realise the asset. For the European Long-Short Equity Fund, fair value is determined with reference to the assets and liabilities of the fund valued daily, on any day on which the New York Stock Exchange is open or any full day on which banks in Luxembourg are open for normal business. Unquoted investments are valued by the Directors at fair value, using the guidelines on valuation published by the International Private Equity and Venture Capital Association (“IPEV”). The fair value of the Company’s investments in private equity funds is based on its share of the total net asset value of the fund calculated on a quarterly basis, being the measurement date. The fair value of the private equity funds is derived from the value of its underlying investments using a methodology which is consistent with the IPEV guidelines. The Company reviews the fair valuation methodology adopted for the underlying investments of the private equity funds on a quarterly basis and will adjust where it does not believe the valuations represent fair value. Where formal valuations are not completed as at the Balance Sheet date, the last available valuation is adjusted to reflect any changes in circumstances from the last formal valuation date to arrive at the estimate of fair value. This represents the Directors’ view of the amount for which an asset could be exchanged between knowledgeable willing parties in an arm’s length transaction. Additional information on unquoted investments is detailed in Note 8. Foreign currency The Financial Statements have been prepared in sterling, rounded to the nearest £’000, which is the functional and reporting currency of the Company. Sterling is the currency of the primary economic environment in which the Company operates. Transactions denominated in foreign currencies are converted to sterling at the actual exchange rate as at the date of the transaction. Assets and liabilities denominated in foreign currencies at the year end are reported at the rate of exchange at the Balance Sheet date. Any gain or loss arising from a change in exchange rate subsequent to the date of the transaction is included as an exchange gain or loss in the Income Statement, in the capital or the revenue column, depending on whether the gain or loss is of a capital or revenue nature. Taxation The charge for taxation is based on the net revenue for the year and takes into account taxation deferred or accelerated because of timing differences between the treatment of certain items for accounting and taxation purposes. Full provision for deferred taxation is made under the liability method, without discounting, on all timing differences between taxable profits and total comprehensive income that have arisen but not been reversed by the Balance Sheet date, unless such provision is not permitted by FRS 102. Deferred tax assets are only recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company’s taxable profits and its results as stated in the Financial Statements which are capable of reversal in one or more subsequent periods. 50 NOTES TO THE FINANCIAL STATEMENTS – continued at 31 December 2023 1 Accounting policies – continued Cash at bank and short-term deposits Cash at bank and short-term deposits comprise cash at bank and short-term deposits with an original maturity date of three months or less. Short-term debtors and creditors Debtors and creditors with no stated interest rate and receivable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the Income Statement in other operating expenses. Dividends payable to Shareholders Dividends payable are accounted for when they become a liability of the Company. Final dividends are recognised in the period in which they have been approved by Shareholders in a general meeting. Interim dividends are recognised in the period in which they have been declared and paid. Own shares held in Treasury From time to time, the Company buys back shares and holds them in Treasury for potential sale at a later date or for cancellation. The consideration paid and received for these shares is accounted for in Shareholders’ funds and, in accordance with the AIC SORP, the cost has been allocated to the Company’s special reserve. The cost of shares sold from Treasury is calculated by taking the average cost of shares held in Treasury at the time of sale. Any difference between the proceeds from shares sold from Treasury and above average cost is taken to share premium. Judgements and key sources of estimation uncertainty The preparation of the Financial Statements requires the Company to make judgements, estimates and assumptions that affect the application of policies and reported amounts in the financial statements. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The areas requiring judgement and estimation in the preparation of the financial statements are: the valuation of unquoted investments; and recognising and classifying unusual or special dividends received as either revenue or capital in nature. The policy for the valuation of unquoted investments is detailed in the investments section of Note 1 and additional information is detailed in Note 8. The accounting policy for special dividends is detailed in the income recognition section of Note 1. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future period if the revision affects both current and future periods. Reserves Share premium The share premium account represents the accumulated premium paid for shares issued in previous periods above their nominal value less issue expenses. This is a reserve forming part of the non-distributable reserves. The following items are taken to this reserve: • costs associated with the issue of equity; and • premium on the issue of shares. Capital redemption reserve The capital redemption reserve represents non-distributable reserves that arise from the purchase and cancellation of shares. 51 NOTES TO THE FINANCIAL STATEMENTS – continued at 31 December 2023 1 Accounting policies – continued Special reserve The special reserve was created by a reduction in the share premium account by order of the High Court. The costs of share buy backs, including shares acquired through the tender offer, and any related stamp duty and transaction costs, if applicable, are charged to the special reserve. The special reserve is distributable. Capital reserve The following are taken to the capital reserve through the capital column in the Income Statement: Capital reserve – other, forming part of the distributable reserves: • gains and losses on the realisation of investments; • realised exchange differences of a capital nature; • 70% of management fees and finance costs related to borrowings; and • expenses, together with related taxation effect, charged to this account in accordance with the above policies. Capital reserve – not distributable: • net movement arising from changes in the fair value of investments; and • unrealised exchange differences of capital nature. Revenue reserve The revenue reserve represents the surplus of accumulated profits and is distributable. 2 Income 2023 2022 Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 Income from investments UK dividend income 464 – 464 522 – 522 Overseas dividend income 1,310 – 1,310 1,663 – 1,663 Income from investments 1,774 – 1,774 2,185 – 2,185 Total income comprises Dividend income 1,774 – 1,774 2,185 – 2,185 Bank interest 619 – 619 121 – 121 Rebate income 1 67 – 67 68 – 68 2,460 – 2,460 2,374 – 2,374 1 Rebate of management fee from managed investment fund held in the investment portfolio. 3 Management fee 2023 2022 Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 Management fee 49 114 163 101 235 336 49 114 163 101 235 336 52 NOTES TO THE FINANCIAL STATEMENTS – continued at 31 December 2023 3 Management fee – continued With effect from 31 May 2023, the Company appointed Goodhart Partners LLP (“Goodhart”), replacing Franklin Templeton Investment Management Limited (“FTIML”), as the Company’s Sub-Advisor. Under the Investment Management Agreement, Goodhart is entitled to a fee paid quarterly in arrears at the rate of 0.12% per annum of the market value of equity securities, and 0.12% of the value of cash and other current assets. No performance fee will be paid. The Company’s investment in the Volunteer Park Capital Fund SCSp is excluded from the market value of equity securities, prior to calculation of the management fees payable by the Company to Goodhart, being an investment in private markets, as prescribed by the sub-advisory agreement. Prior to the appointment of Goodhart as Sub-Advisor, FTIML was entitled to a management fee paid quarterly in arrears at the rate of 0.35% per annum of the market value of listed equity securities, 0.05% per annum of the market value of bonds and other debt instruments and 0.02% of the value of cash and cash equivalents. During the year ended 31 December 2023, the management fees payable totalled £163,000 (2022: £336,000). At 31 December 2023, there was £31,000 outstanding payable (2022: £84,000) in relation to management fees. During the year ended 31 December 2023, the administration fees payable to the Administrator, as detailed in Note 4, totalled £177,000 (2022: £165,000). At 31 December 2023, there was £15,000 outstanding payable to the Administrator (2022: £14,000) in relation to administration fees. 4 Other expenses 2023 £’000 2022 £’000 Audit fees and expenses (net of VAT) for: Audit 35 41 Directors’ fees 108 89 Executive Director’s salary 56 – Directors’ national insurance 13 3 Administration fee 177 165 Legal and professional fees 96 100 Registrar fees 26 21 Depositary and custodian fees 20 15 London Stock Exchange and FCA fees 19 18 Marketing and website costs 8 18 AIC membership fee 7 8 Other expenses 88 39 653 517 Directors’ remuneration and outstanding amounts are detailed in the Directors’ Remuneration Report. 53 NOTES TO THE FINANCIAL STATEMENTS – continued at 31 December 2023 5 Taxation a) Analysis of charge in year 2023 2022 Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 Current tax Overseas tax suffered 192 – 192 94 – 94 192 – 192 94 – 94 b) The current taxation charge for the year differs from the standard rate of Corporation Tax in the UK of 23.5% (2022: 19%). The differences are explained below: 2023 2022 Revenue £’000 Capital £’000 Total £’000 Revenue £’000 Capital £’000 Total £’000 Net return before taxation 1,737 183 1,920 1,705 13,072 14,777 Theoretical tax at UK corporation tax rate of 23.5% (2022: 19%) 408 43 451 324 2,484 2,808 Effects of: – UK dividends that are not taxable (109) – (109) (99) – (99) – Foreign dividends that are not taxable (308) – (308) (316) – (316) – Non-taxable investment gains – (70) (70) – (2,528) (2,528) – Unrelieved excess expenses 9 27 36 91 44 135 – Overseas tax suffered 192 – 192 94 – 94 192 – 192 94 – 94 At 31 December 2023, the Company had no unprovided deferred tax liabilities (2022: £nil). At that date, based on current estimates and including the accumulation of net allowable losses, the Company had unrelieved losses of £13,386,000 (2022: £13,235,000) that are available to offset future taxable revenue. A deferred tax asset of £3,346,500 (2022: £3,308,750) based on the effective rate of 25% (2022: 25%), which is effective from 1 April 2023, has not been recognised because the Company is not expected to generate sufficient taxable income in future periods in excess of the available deductible expenses and accordingly, the Company is unlikely to be able to reduce future tax liabilities through the use of existing surplus losses. Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of investments because the Company meets (and intends to continue for the foreseeable future to meet) the conditions for approval as an investment trust company, pursuant to sections 1158 and 1159 of the Corporation Tax Act 2010. 54 NOTES TO THE FINANCIAL STATEMENTS – continued at 31 December 2023 6 Dividends 2023 £’000 2022 £’000 Declared and paid Amounts recognised as distributions to Ordinary Shareholders in the year. 2022 final dividend of 5.0p per share paid on 31 May 2023 (2022: year ended 31 December 2021 final dividend of 5.0p paid on 25 May 2022). 1,461 1,461 1,461 1,461 2023 £’000 2022 £’000 Proposed Detailed below is the proposed final dividend per share in respect of the year ended 31 December 2023, which is the basis on which the requirements of section 1159 of the Corporation Act 2010 are considered. 2023 final dividend of 5.0p per share (2022 final dividend of 5.0p per share paid on 31 May 2023). 1,461 1,461 The Directors recommend a final dividend of 5.0p per share for the year ended 31 December 2023 (2022: final dividend of 5.0p per share, paid on 31 May 2023). Subject to Shareholder approval at the Annual General Meeting to be held on 16 May 2024, the dividend will be payable on 31 May 2024 to Shareholders on the register at the close of business on 3 May 2024. The ex-dividend date will be 2 May 2024. Based on 29,222,180 shares, being the number of shares in issue (excluding shares held in Treasury) at 8 April 2024, being the latest practical date prior to the publication of this report, the total dividend payment will amount to £1,461,000. The proposed dividend will be paid from the revenue reserve. 7 Return per share 2023 2022 Net return £’000 Number of shares 1 Per share pence Net return £’000 Number of shares 1 Per share pence Revenue return after taxation 1,545 29,222,180 5.3 1,611 30,383,061 5.3 Capital return after taxation 183 29,222,180 0.6 13,072 30,383,061 43.0 Total return after taxation 1,728 29,222,180 5.9 14,683 30,383,061 48.3 ¹ Weighted average number of ordinary shares, excluding shares held in Treasury, in issue during the year. 55 NOTES TO THE FINANCIAL STATEMENTS – continued at 31 December 2023 8 Investments 2023 £’000 2022 £’000 Equity investments 64,083 69,283 64,083 69,283 2023 £’000 2022 £’000 Analysis of investment portfolio movements Opening book cost 60,663 84,582 Changes in fair value of investments 8,620 (660) Opening fair value 69,283 83,922 Movements in the year: Purchases at cost 949 21,645 Sales – proceeds (8,420) (46,442) – realised gains on sales 852 878 Changes in fair value of investments 1,419 9,280 Closing fair value 64,083 69,283 2023 £’000 2022 £’000 Closing book cost 54,044 60,663 Changes in fair value of investments 10,039 8,620 Closing fair value 64,083 69,283 The Company sold investments in the year ended 31 December 2023 for a total of £8,420,000 (2022: £46,442,000). The book cost of these investments when purchased was £7,568,000 (2022: £45,564,000). These investments have been revalued over time and until they were sold any unrealised gains or losses were included in the fair value of investments. Within the equity investments detailed above, there is included the Company’s investment in the Templeton European Long-Short Equity SIF, a Luxembourg Specialised Investment Fund, a sub-fund of Franklin Templeton Specialised Funds, a Luxembourg investment company with variable capital – specialised investment fund, as detailed in Note 9, which was valued at £14,699,000 at 31 December 2023 (2022: £14,298,000). As at 31 March 2023, the most recent year end of the Templeton European Long-Short Equity SIF, the aggregate amount of capital and reserves was US$25,566,000 (2022: US$18,475,000). For the year to 31 March 2023 the profit for the year after tax and distributions was US$7,091,000 (2022: US$1,819,000). Within the equity investments detailed above, there is an unquoted investment in the Volunteer Park Capital Fund SCSp, a Luxembourg Special Limited Partnership, as detailed in Note 9, which was valued at £8,249,000 at 31 December 2023 (2022: £7,708,000). As at 31 December 2022, the most recent audited year end of the Volunteer Park Capital Fund SCSp, the aggregate amount of capital and reserves was US$41,251,000 (2021: US$37,082,000). For the year to 31 December 2022 the profit for the year after tax and distributions was US$2,719,000 (2021: profit US$5,459,000). Please see Note 19 for additional information on this investment. 56 NOTES TO THE FINANCIAL STATEMENTS – continued at 31 December 2023 8 Investments – continued 2023 Total £’000 2022 Total £’000 Analysis of capital gains and losses Realised gains on sales 852 878 Changes in fair value of investments 1,419 9,280 2,271 10,158 Transaction costs During the year, the Company incurred transaction costs of £nil (2022: £49,000) and £3,000 (2022: £28,000) on purchases and sales of investments respectively. These amounts are included in gains on investments at fair value, as disclosed in the Income Statement on page 44 of these Financial Statements. Fair value hierarchy In accordance with FRS 102, the Company must disclose the fair value hierarchy of financial instruments. The different levels of the fair value hierarchy are as follows: 1 The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date. 2 Inputs other than quoted prices included within level 1 that are observable (developed using market data) for the asset or liability, either directly or indirectly. 3 Inputs are unobservable (for which market data is unavailable) for the asset or liability. The fair value measurement of financial instruments as at 31 December 2023, by the level in the fair value hierarchy into which the fair value measurement is categorised is detailed below. Financial assets at fair value through profit or loss at 31December 2023 Level 1 £’000 Level 2 £’000 Level 3 £’000 Total £’000 Investments 41,135 14,699 8,249 64,083 41,135 14,699 8,249 64,083 Financial assets at fair value through profit or loss at 31December 2022 Level 1 £’000 Level 2 £’000 Level 3 £’000 Total £’000 Investments 47,277 14,298 7,708 69,283 47,277 14,298 7,708 69,283 The Company’s level 2 investment is its investment in the Templeton European Long-Short Equity SIF. 57 NOTES TO THE FINANCIAL STATEMENTS – continued at 31 December 2023 8 Investments – continued Fair value of Level 3 investments 31December 2023 £’000 31December 2022 £’000 Opening fair value of investments 7,708 5,515 Purchases 127 300 Changes in fair value of investments 414 1,893 Closing fair value of investments 8,249 7,708 The Company’s level 3 investment is its investment in Volunteer Park Capital Fund SCSp. 9 Significant holdings As detailed in Note 8, as at 31 December 2023, the Company owned 68.5% (2022: 67.4%) of the net assets of the Templeton European Long-Short Equity SIF, a Luxembourg Specialised Investment Fund, a sub-fund of Franklin Templeton Specialised Investment Funds, a Luxembourg investment company with variable capital – specialised investment fund. The registered office of Franklin Templeton Specialised Funds is 8A, rue Albert Borschette, L-1246 Luxembourg, Grand Duchy of Luxembourg. As detailed in Note 8, as at 31 December 2023, the Company owned 25% (2022: 25%) of the net assets of the Volunteer Park Capital Fund SCSp, a Luxembourg Special Limited Partnership. The registered office of Volunteer Park Capital Fund SCSp is 412F, route d’Esch, L-1471 Luxembourg, Grand Duchy of Luxembourg. The Company had no other holdings of 3.0% or more of the share capital of any portfolio companies. 10 Debtors 2023 £’000 2022 £’000 Dividend income receivable 21 24 Prepayments and accrued income 15 16 Rebate income receivable 19 56 Taxation recoverable 319 316 374 412 11 Creditors: amounts falling due within one year 2023 £’000 2022 £’000 Management fees payable 31 84 Other creditors and accruals 120 96 151 180 58 NOTES TO THE FINANCIAL STATEMENTS – continued at 31 December 2023 12 Share capital Number of shares Ordinary 1p 2023 £’000 Number of shares Ordinary 1p 2022 £’000 Allotted, called-up and fully paid: At 1 January 64,509,642 645 64,509,642 645 At 31 December 64,509,642 645 64,509,642 645 The voting rights attached to the Company’s shares are detailed in the Directors’ Report on page 20. Duration of the Company The Company does not have a termination date or the requirement for any periodic continuation vote. 13 Own shares held in Treasury Details of own shares purchased for and sold from Treasury are shown below: 2023 Number of shares 2022 Number of shares At 1 January 35,287,462 27,981,917 Shares purchased for Treasury – 7,305,545 At 31 December 35,287,462 35,287,462 During the year ended 31 December 2023, no shares (2022: 7,305,545) were purchased for Treasury (2022: cost £23,201,000) and no shares were sold from Treasury (2022: none). 14 Net asset value per share The NAV, calculated in accordance with the Articles of Association, is as follows: 2023 pence 2022 pence Share 364.1 363.2 The NAV is based on net assets of £106,411,000 (2022: £106,144,000) and on 29,222,180 (2022: 29,222,180) shares, being the number of shares, excluding shares held in Treasury, in issue at the year end. 59 NOTES TO THE FINANCIAL STATEMENTS – continued at 31 December 2023 15 Analysis of financial assets and liabilities Interest rate and currency profile The interest rate and currency profile of the Company’s financial assets and liabilities were: 2023 2022 No interest rate exposure £’000 Cash flow interest rate risk exposure £’000 Total £’000 No interest rate exposure £’000 Cash flow interest rate risk exposure £’000 Total £’000 Equity shares US dollar 28,545 – 28,545 30,310 – 30,310 Euro 12,990 – 12,990 13,352 – 13,352 Japanese yen 10,518 – 10,518 10,062 – 10,062 Sterling 9,069 – 9,069 11,026 – 11,026 South Korean won 2,961 – 2,961 2,256 – 2,256 Swiss franc – – – 2,277 – 2,277 Cash at bank and short-term deposits US dollar – 25,904 25,904 – 13,036 13,036 Japanese yen – 8,613 8,613 – 9,766 9,766 Sterling – 5,011 5,011 – 10,013 10,013 Swiss franc – 2,441 2,441 – 3,802 3,802 Euro – 125 125 – – – South Korean won – 11 11 – 12 12 Debtors Euro 173 – 173 121 – 121 Swiss franc 143 – 143 177 – 177 Japanese yen 22 – 22 25 – 25 US dollar 21 – 21 58 – 58 Sterling 15 – 15 16 – 16 South Korean won – – – 15 – 15 Creditors Sterling (151) – (151) (180) – (180) 64,306 42,105 106,411 69,515 36,629 106,144 At 31 December 2023, the Company has undrawn financial commitments relating to its investment in Volunteer Park Capital Fund SCSp of US$1,249,000, equivalent to £981,000 (2022: US$1,406,000, equivalent to £1,162,000). At 31 December 2022, the Company had no financial liabilities other than the short-term creditors as stated above. The carrying amount on the Balance Sheet approximates the fair value of all financial assets and liabilities. 60 NOTES TO THE FINANCIAL STATEMENTS – continued at 31 December 2023 15 Analysis of financial assets and liabilities – continued The following exchange rates were used to convert investments, assets and liabilities to the functional currency of the Company which is sterling. Foreign Exchange rates against sterling 2023 2022 Change Japanese yen 179.56 158.60 13% Euro 1.15 1.13 2% US dollar 1.27 1.21 5% South Korean won 1,647.64 1,525.33 8% Swiss franc 1.07 1.12 –4% 16 Risk analysis The Company is exposed to various types of risk that are associated with financial instruments. The most important types are price risk, foreign currency risk and liquidity risk. The Executive Director monitors the financial risks affecting the Company on an ongoing basis within the policies and guidelines determined by the Board. The Directors receive financial information, which is used to identify and monitor risk, quarterly. The Company may enter into derivative contracts to manage risk. A description of the principal risks the Company faces and agreed policies for managing its risk exposures are set out below. Price risk The Company is exposed to market risk due to fluctuations in the price risk of its investments. Price risk arises mainly from uncertainty about future prices of financial instruments used in the Company’s business. It represents the potential loss the Company might suffer through holding market positions in the face of price movements. The Executive Director monitors the prices of financial instruments held by the Company on an ongoing basis. The Executive Director actively monitors market and economic data and reports to the Board, which considers investment policy on a regular basis. The NAV of the Company is issued daily to the London Stock Exchange and is also available on the Company’s website at www.globalopportunitiestrust.com. Details of the Company’s investment portfolio as at 31 December 2023 are disclosed in the Portfolio of Investments on page 7. If the investment portfolio valuation fell by 5.0% from the amount detailed in the Financial Statements as at 31 December 2023, it would have the effect, with all other variables held constant, of reducing the total return before taxation and therefore net assets by £3,204,000 (2022: £3,464,000). An increase of 5.0% in the investment portfolio valuation would have an equal and opposite effect on the total return before taxation and net assets. Foreign currency risk The functional currency of the Company is sterling. The international nature of the Company’s investment activities gives rise to a currency risk which is inherent in the performance of its overseas investments. The Company’s overseas income is also subject to currency fluctuations. It is not the Company’s policy to hedge this risk on a continuous basis. Details of the Company’s foreign currency risk exposure as at 31 December 2023 are disclosed in Note 15. If sterling had strengthened by 5.0% against all other currencies on 31 December 2023, with all other variables held constant, it would have the effect of reducing the total return before taxation and net assets by £4,623,000 (2022: £4,263,000). If sterling had weakened by 5.0% against all other currencies, there would have been an equal and opposite effect on the total return before taxation and net assets. 61 NOTES TO THE FINANCIAL STATEMENTS – continued at 31 December 2023 16 Risk analysis – continued Liquidity risk The Company’s policy with regard to liquidity is to ensure continuity of funding. Short-term flexibility is achieved through cash management. Investments in private markets are more difficult to value than those in public markets. The valuations of the Company’s interests in private markets used to calculate the NAV (which is calculated and published on a daily basis) will be based on the Company’s ‘fair values’ of those interests, applying valuation techniques which are consistent with the International Private Equity and Venture Capital Valuation Guidelines. Such estimates, and any NAV published by the Company, may vary (in some cases materially) from realised or realisable values. Such private market investments are likely to be formally valued on a quarterly basis but this will depend on the nature of the specific investments. Investments in private markets are less liquid than those in public markets. There may not be a secondary market for interests in private market investments. Such illiquidity may affect the Company’s ability to vary its portfolio or dispose of or liquidate part of its portfolio, in a timely fashion (or at all) and at satisfactory prices in response to changes in economic or other conditions. If the Company were required to dispose of or liquidate an investment on unsatisfactory terms, it may realise less than the value at which the investment was previously recorded, which could result in a decrease in NAV. There may be restrictions on the transfer of interests in private markets investments that mean that the Company will not be able to freely transfer its interests. For instance, the sale or transfer of interests in private market investments may be subject to the consent or approval of the issuer or (other) holders of the relevant interests, and obtaining such consent or approval cannot be guaranteed. Contractual restrictions on transfer may exist in shareholder agreements or the issuer’s constitutional documents. Accordingly, if the Company were to seek to exit from any of its investments in private market investments, the sale or transfer of interest may be subject to delays or additional costs, or may not be possible at all. Investments in illiquid assets may impact on the Company’s ability to buy back its shares. The Company’s assets comprise mainly of readily realisable securities which, it is believed, can be sold freely to meet funding requirements if necessary. Securities listed on a recognised stock exchange have been valued at bid prices and exchange rates ruling at the close of business on 31 December 2023. In certain circumstances, the market prices at which investments are valued may not represent the realisable value of those investments, taking into account both the size of the Company’s holding and the frequency with which such investments are traded. The maturity profile of the Company’s financial liabilities, including creditors, is as follows: As at 31December 2023 £’000 As at 31December 2022 £’000 In one year or less 151 180 151 180 62 NOTES TO THE FINANCIAL STATEMENTS – continued at 31 December 2023 16 Risk analysis – continued Other risks Other risks the Company is exposed to that are associated with financial instruments are credit risk, interest rate risk and gearing risk. A description of these other risks is set out below. Credit risk Credit risk is the risk of financial loss to the Company if the contractual party to a financial instrument fails to meet its contractual obligations. The carrying amounts of financial assets best represent the maximum credit risk exposure at the Balance Sheet date. Investment transactions are carried out with a large number of brokers whose creditworthiness is reviewed by the Executive Director and Sub-Advisor. Transactions are ordinarily undertaken on a delivery versus payment basis whereby the Company’s custodian bank ensures that the counterparty to any transaction entered into by the Company has delivered on its obligations before any transfer of cash or securities away from the Company is completed. Cash is only held at banks and in liquidity funds that have been identified by the Board as reputable and of high credit quality. The maximum exposure to credit risk as at 31 December 2023 was £42,479,000 (2022: £37,041,000). The calculation is based on the Company’s credit risk exposure, being any fixed income investments, cash at bank and short-term deposits and debtors, as at 31 December 2023 and this may not be representative of the year as a whole. None of the Company’s assets are past due or impaired. Interest rate risk The Company’s assets and liabilities, excluding short-term debtors and creditors, may comprise financial instruments which include investments in fixed income securities. Details of the Company’s interest rate exposure as at 31 December 2023 are disclosed in Note 15. Surplus cash can be invested in liquidity funds and time deposits. If interest rates had reduced by 0.25% (2022: 0.25%) from those obtained as at 31 December 2023 it would have the effect, with all other variables held constant, of decreasing the total return before taxation and therefore net assets on an annualised basis by £105,000 (2022: £92,000). If there had been an increase in interest rates of 0.25% (2022: 0.25%) there would have been an equal and opposite effect in the total return before taxation and net assets. The calculations are based on cash at bank and short-term deposits as at 31 December 2023 and these may not be representative of the year as a whole. Gearing risk Gearing can be used to enhance long-term returns to Shareholders. The Company is permitted to employ gearing should the Board feel it appropriate to do so, subject to the Alternative Investment Fund Regulations 2013, up to a maximum of 25% of total assets. The use of gearing is likely to lead to volatility in the NAV, meaning that a relatively small movement either down or up in the value of the Company’s total investments may result in a magnified movement in the same direction of the NAV. The greater the level of gearing, the greater the level of risk and likely fluctuation in the share price. At the year end, the Company had no gearing (2022: nil). 63 NOTES TO THE FINANCIAL STATEMENTS – continued at 31 December 2023 17 Capital management policies The Company’s investment objective is to provide shareholders with an attractive real long-term total return by investing globally in asset classes. The portfolio is managed without reference to the composition of any stock market index. In pursuing this objective, the Board has a responsibility for ensuring the Company’s ability to continue as a going concern. This involves the ability to: issue and buy back share capital within limits set by the shareholders in general meeting; borrow monies in the short and long term; and pay dividends to shareholders out of current year revenue earnings as well as out of brought-forward revenue reserves. The Company’s capital is set out in the Balance Sheet on page 45. The Company’s objectives for managing capital are the same as the previous year and have been complied with throughout the year. 18 Transactions with the Sub-Advisor Information with respect to transactions with the Sub-Advisor is detailed in Note 3 and in the Strategic Report on page 13. 19 Related party transactions Details in respect of the Directors’ remuneration are set out in Note 4 and in the Directors’ Remuneration Report on page 23. Under the AIC SORP, the Sub-Advisor is not considered to be a related party of the Company. Dr Sandy Nairn is the Executive Director of the Company and is a substantial shareholder. The Company has invested in Volunteer Park Capital Fund SCSp (“VPC”). The Alternative Investment Fund Manager of VPC is Goodhart Partners LLP (“Goodhart”). Goodhart Partners S.a.r.l. is the general partner to VPC and is 100% owned by Goodhart. Dr Nairn is the sole controller of a company which holds a significant shareholding (25.83%) in Goodhart and will be a beneficiary of the management fees and carried interest payable to Goodhart related companies. Under the Class Tests Rules of the UK Listing Rules the transaction was a small transaction and was therefore not classified as a related party transaction requiring shareholder approval. Prior to the investment in VPC, the Directors undertook appropriate due diligence to confirm that they considered the investment to be in the best interests of shareholders. 64 Board of Directors Charles (Cahal) Dowds (Chairman) Hazel Cameron Katie Folwell-Davies (appointed 26 April 2023) David Ross (resigned 26 April 2023) Dr Sandy Nairn Executive Director Dr Sandy Nairn Sub-Advisor Goodhart Partners LLP Queensland House 393 Strand London WC2R 0LT www.goodhartpartners.com Administrator, Company Secretary and Registered Office Juniper Partners Limited 28 Walker Street Edinburgh EH3 7HR email: cosec@junipartners.com Custodian and Banker JP Morgan Chase Bank 25 Bank Street Canary Wharf London E14 5JP Independent Auditor Johnston Carmichael LLP 7-11 Melville Street Edinburgh EH3 7PE Registrar Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ Tel: 0370 889 4069 email: web.queries@computershare.co.uk www.investorcentre.co.uk Solicitors Dickson Minto W.S. 16 Charlotte Square Edinburgh EH2 4DF Company Details Incorporated in Scotland Company Registration No: SC259207 ISIN: GB0033862573 Sedol: 3386257 Ticker: GOT LEI: 2138005T5CT5ITZ7ZX58 Website www.globalopportunitiestrust.com An investment company as defined under section 833 of the Companies Act 2006. The Company is a member of the Association of Investment Companies. CORPORATE INFORMATION 65 SHAREHOLDER INFORMATION Investing in the Company The Company’s shares are traded on the London Stock Exchange and can be bought or sold through a stockbroker or financial adviser. The shares are eligible for inclusion in Individual Savings Accounts (‘ISAs’) and Self-Invested Personal Pensions (‘SIPPs’). The Company’s shares are available on various share trading platforms. Frequency of NAV Publication The Company’s NAV is released daily to the London Stock Exchange and published on the Company’s website at www.globalopportunitiestrust.com. Portfolio Updates The Company’s portfolio holdings report, detailing a list of all investments, including sectoral and geographical analyses, is released on a monthly basis to the London Stock Exchange. It is also published on the Company’s website at www.globalopportunitiestrust.com. Share Price and Sources of Further Information The Company’s share price is quoted daily in the Financial Times under “Investment Companies”. Previous day closing price, daily NAV and other portfolio information is published on the Company’s website at www.globalopportunitiestrust.com. Other useful information on investment trusts, such as prices, NAVs and company announcements, can be found on the websites of the London Stock Exchange at www.londonstockexchange.com and the AIC at www.theaic.co.uk. Share Register Enquiries The register for the shares is maintained by Computershare Investor Services PLC. In the event of queries regarding your holding, please contact the Registrar on 0370 889 4069 or email: web.queries@computershare.co.uk. Changes of address can be made online by signing-in or registering at www.investorcentre.co.uk or by contacting the Registrar by telephone. Alternatively, you can notify changes in name and/or address in writing to the Registrar, supported by appropriate documentation, at the address shown on the inside front cover. You can check your shareholding and find practical help on transferring shares or updating your details at www.investorcentre. co.uk. Shareholders may choose to receive dividend payments directly into their bank accounts instead of by cheque. Shareholders wishing to do so should contact the Registrar. Key Dates Half-year end 30 June Half-yearly results announced August Financial year end 31 December Annual results announced April Annual General Meeting May Annual dividend paid May 66 Alternative Performance Measures (‘APM’) APMs are defined as being a ‘financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable accounting framework.’ The APMs where detailed below as indicated with an * are used by the Board to assess the Company’s performance against a range of criteria and are viewed as particularly relevant for an investment trust. Alternative Investment Fund An Alternative Investment Fund (‘AIF’) is a collective investment undertaking, including investment compartments of such an undertaking, which (1) raises capital from a number of investors, with a view to investing it in accordance with a defined investment policy for the benefit of those investors; and (2) does not require authorisation under the UCITS regime. Self-Managed Investment Company An investment company whose assets are managed by its own team of managers or by the directors of the company, rather than by an external fund manager. Small Registered Alternative Investment Fund Manager A Small Registered Alternative Investment Fund Manager does not carry on a regulated activity in respect of its activities as an Alternative Investment Fund Manager for an AIF for which it is entitled to be registered. It is, however, required to comply with certain requirements under the Alternative Investment Fund Managers Directive (‘AIFMD’) (which mainly relate to reporting). Benchmark Index An index or other measure against which the performance of an investment company is compared or its objectives are set. The Company has no stated benchmark index. Discount or Premium The amount, expressed as a percentage, by which the Company’s share price is less than (discount) or greater than (premium) the net asset value per share of the Company. 31 December 2023 31December 2022 Closing NAV per share (a) 364.1p 363.2p Closing share price (b) 298.0p 314.0p (Discount)/Premium c = (b – a) ÷ a (c) (18.2)% (13.5)% Earnings per Share Earnings per share are calculated by dividing the net return attributable to equity shareholders by the weighted average number of shares in issue excluding shares held in Treasury. Middle Market Share Price The middle market share price is the mid-point between the buy and the sell prices of the Company’s shares. Net Asset Value (‘NAV’) per share The value of the Company’s net assets (total assets less total liabilities) divided by the number of shares in issue excluding shares held in Treasury. GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES 67 NAV/Share Price Total Return NAV/Share price total return measures the increase/(decrease) in NAV per share/share price including any dividends paid in the period, which are assumed to be reinvested at the time that the share price is quoted ex-dividend. NAV Share price Net asset value per share/share price as at 31 December 2022 (pence) 363.2 314.0 Net asset value per share/share price as at 31 December 2023 (pence) 364.1 298.0 Change in the period (%) 0.2 (5.1) Impact of dividend reinvested (%) † 1.5 1.5 Total Return for the Period (%) 1.7 (3.6) † A dividend of 5.0p per share was paid on 31 May 2023 for the financial year ended 31 December 2022. A dividend of 5.0p per share was paid on 25 May 2022 for the financial year ended 31 December 2021. Ongoing Charges Ratio* The sum of the management fee and all other administrative expenses, including ‘synthetic’ expenses of investment in other funds, expressed as a percentage of the average monthly net assets. 2023 2022 Management fee (£000) 163 336 Other expenses (£000) 653 517 Non-recurring costs (£000) (68) (199) Ongoing charges (£000) (a) 748 654 Average net assets (£000) (b) 105,809 102,910 Ongoing charges ratio excl. synthetic expenses (%) (a/b) 0.7 0.6 Synthetic expenses 0.2 0.3 Ongoing charges ratio inc. synthetic expenses (%) 0.9 0.9 Total Assets A measure of the size of an investment company. The total value of all assets held, less current liabilities, including income for the current year. Total Return The combined effect of any dividends paid, together with the rise or fall in the share price or NAV. Total return statistics enable the investor to make performance comparisons between investment trusts with different dividend policies. Any dividends (after tax) received by a shareholder are assumed to have been reinvested in either additional shares of the investment trust at the time the shares go ex-dividend (the share price total return) or in the assets of the investment trust at its net asset value per share (the net asset value total return). Total return per share statistics are calculated on the basis of the weighted average number of shares in issue, excluding shares held in Treasury. Treasury Shares Ordinary shares of the Company that have been repurchased by the Company and not cancelled but held in Treasury. These shares do not pay dividends, have no voting rights, and are excluded from the NAV per share calculation. Treasury shares can be sold at a later date to investors to raise new funds. GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES – continued 68 NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of Global Opportunities Trust plc (the ‘Company’) will be held at the offices of Juniper Partners Limited, 28 Walker Street, Edinburgh EH37HR on Thursday, 16 May 2024 at 12 noon. Shareholders will be asked to consider and, if thought fit, pass resolutions 1 to 10 which will be proposed as ordinary resolutions, and resolutions 11 to 13, which will be proposed as special resolutions: ORDINARY BUSINESS 1. That the audited Financial Statements of the Company for the year ended 31 December 2023 together with the Directors Report and Independent Auditor’s Report be received. 2. That the Directors’ Remuneration Report for the year ended 31 December 2023 be approved. 3. That a final dividend of 5.0p per ordinary share be paid in respect of the financial year ended 31 December 2023. 4. That Hazel Cameron be re-elected as a Non- Executive Director of the Company. 5. That Cahal Dowds be re-elected as a Non-Executive Director of the Company. 6. That Katie Folwell-Davies be re-elected as a Non- Executive Director of the Company. 7. That Dr Sandy Nairn be re-elected as an Executive Director of the Company. 8. That Johnstone Carmichael LLP be re-appointed as Auditor of the Company. 9. That the Directors be authorised to agree the remuneration of the Auditor. SPECIAL B USINESS Authority to allot new shares 10. That the Directors of the Company be and they are hereby generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the ‘Act’), in substitution for and to the exclusion of any outstanding authority previously conferred on the Directors under Section 551 of the Act, to allot equity securities in the capital of the Company up to a maximum aggregate nominal amount of £97,407, being approximately one- third of the issued share capital of the Company (excluding Treasury shares) as at 8 April 2024 provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted after such expiry and the Directors may allot shares in pursuance of such an offer or agreement as if the authority hereby conferred had not expired. Authority to disapply pre-emption rights on allotment of relevant securities 11. That the Directors of the Company be and are hereby granted power pursuant to Section 570 and/ or Section 573 of the Companies Act 2006 (the ‘Act’) to allot equity securities (within the meaning of Section 560 of the Act) for cash either pursuant to the authority conferred by Resolution 10 above or by way of a sale of Treasury shares, as if Section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to: (a) the allotment of equity securities up to an aggregate nominal amount of £29,222, being approximately 10% of the issued share capital of the Company (excluding Treasury shares) as at 8 April 2024; and (b) in addition to the authority referred to in (a) above, an offer of equity securities by way of a rights issue or open offer to ordinary shareholders in proportion as nearly as may be practicable to their existing holdings subject to such limits or restrictions or other arrangements as the Directors may deem necessary or expedient to deal with any Treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws or requirements of, any territory or the requirements of any regulatory body or stock exchange or any other matter; provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the authority hereby conferred had not expired. NOTICE OF ANNUAL GENERAL MEETING 69 NOTICE OF ANNUAL GENERAL MEETING – continued Authority to repurchase the Company’s ordinary shares 12. That the Company be and is generally and unconditionally authorised in accordance with Section 701 of the Companies Act 2006 (the ‘Act’) to make one or more market purchases (within the meaning of Section 693 of the Act) of ordinary shares provided that: (a) the maximum aggregate number of shares that may be purchased is 4,380,404 ordinary shares, being 14.99% of the issued share capital of the Company (excluding Treasury shares) as at 8 April 2024 or, if lower, such number as is equal to 14.99% of the issued number of ordinary shares at the date of passing the resolution; (b) the minimum price which may be paid shall be one penny per ordinary share; (c) the maximum price (excluding the expenses of such purchase) which may be paid for each ordinary share is the higher of: (i) 105% of the average middle market quotations for such ordinary share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is purchased; and (ii) the higher of the price of the last independent trade in ordinary shares and the highest current independent bid for such shares on the London Stock Exchange; and (d) unless renewed, the authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution save that the Company may, prior to such expiry, enter into a contract to purchase shares which will or may be completed or executed wholly or partly after such expiry. Notice of General Meeting 13. That a General Meeting other than the Annual General Meeting may be called on not less than 14 clear days’ notice. Shareholders are encouraged to vote in favour of all resolutions by Form of Proxy and to appoint the chair of the meeting to ensure their vote counts. Details of how to complete and submit a Form of Proxy by post or online can be found in the Notes to the Notice of the Annual General Meeting. By order of the Board Juniper Partners Limited Company Secretary Registered Office: 28 Walker Street Edinburgh EH3 7HR 9 April 2024 70 1. A member entitled to attend and vote at the Annual General Meeting (‘AGM’) may appoint one or more proxies to exercise all or any of her/his rights to attend, speak and vote at the AGM. A member can appoint more than one proxy in relation to the AGM, provided that each proxy is appointed to exercise the rights attaching to different shares held by her/him. A proxy need not be a member of the Company. Completion and submission of an instrument appointing a proxy will not preclude a member from attending and voting in person at the AGM. A Form of Proxy is enclosed. The appointment of a proxy will not prevent a member from subsequently attending and voting at the meeting in person. 2. In order to be a valid appointment of proxy, the Form of Proxy and the original (or a certified true copy) of any power of attorney or other authority, if any, under which the Form of Proxy is signed must be received by post, by courier or (during normal business hours only) by hand at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, no later than 14 May 2024 at 12 noon (or, in the event of an adjournment, the time which is 48 hours before the adjourned meeting). 3. Electronic proxy voting is available for this meeting. Members can submit their proxy online at www.investorcentre.co.uk/eproxy by following the instructions provided. Please note that any electronic communication sent to the Company or to Computershare Investor Services PLC that is found to contain a computer virus will not be accepted. The use of the internet service in connection with the AGM is governed by Computershare Investor Services PLC’s conditions of use as set out on its website. 4. Any person to whom this Notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/ she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/ she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. 5. In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding. 6. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. 7. The vote ‘Withheld’ is provided to enable you to abstain on any particular resolution. However, it should be noted that a ‘Withheld’ vote is not a vote in law and will not be counted in the calculation of the proportion of the votes ‘For’ and ‘Against’ a resolution. 8. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged not less than 48 hours prior to the time of the Meeting (excluding non-working days) as specified in the Notice of Annual General Meeting in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. 9. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 10. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with CRESTCo’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company’s agent ID (3RA50) no later than 48 hours (excluding non-working days) as specified in the Notice of Annual General Meeting and any adjournment. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING 71 11. CREST members and, where applicable, their CREST sponsors or voting service providers should note that CRESTCo does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 12. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 13. Resolutions 1 to 10 are proposed as ordinary resolutions which, to be passed, require more than half of the votes cast to be in favour of the resolution. Resolutions 11 to 13 are proposed as special resolutions which, to be passed, require at least three-quarters of the votes cast to be in favour of the resolution. 14. Biographical details of the Directors seeking election and re-election can be found on page 19 of the Annual Report and Financial Statements. 15. The Company must cause to be answered at the Annual General Meeting any question relating to the business being dealt with at the Annual General Meeting which is put by a member attending the meeting, except in certain circumstances, including if it is undesirable, in the interests of the Company or the good order of the meeting, that the question be answered or if to do so would involve the disclosure of confidential information. 16. Shareholders are also invited to submit their questions to the Board in advance of the Annual General Meeting and the answers to these questions will be posted on the Company’s website after the meeting. Please submit questions to the Board using the email address cosec@junipartners.com. 17. As at 8 April 2024 (being the last practicable date prior to the publication of this document) the total number of Ordinary shares in issue and the total number of voting rights was 29,222,180. 18. If you have disposed of your holding in the Company, the Notice of Annual General Meeting should be passed on to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee. 19. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at www.globalopportunitiestrust.com 20. Should you have any queries about voting or require a paper copy of the Form of Proxy, please contact Computershare Investor Services PLC whose contact details can be found on page 64 of the Annual Report and Financial Statements. NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING – continued