Constance Hotels Services Limited | Annual Report 2025

111 ANNUAL REPORT 2025

5.3. Directors’ and Senior Officers’ Interests and Dealings in Shares The Company’s Share Dealing Policy gives clear guidance on the practice to be followed when dealing in shares of the Company or of companies connected to the Company by business or common shareholding. All Directors, related parties and Designated Employees wishing to deal in the securities of the Company or any of its subsidiaries must comply with the statutory provisions concerning insider dealing in the Companies Act 2001 as well as the Securities Act 2005 and be aware of the Stock Exchange of Mauritius’ Model Code for Securities Transactions by Directors and employees of Listed Companies. Furthermore, the Company notifies Directors and Designated Employees of the commencement and closure of non-trading periods.

5.4. Directors’ and Senior Executives’ Remuneration

II. Performance is assessed against clearly defined key performance indicators aligned with the Company’s strategic objectives; III. Remuneration is linked to the creation of value to Shareholders; IV. Remuneration rewards both financial and non-financial performance. Every three years, the Nomination and Remuneration Committee reviews Non-Executive Directors’ fees for the Board and Board Committees and makes appropriate recommendations to the Board for ultimate consideration and approval by Shareholders at their Annual Meeting. This exercise ensures that Directors’ fees are in line with the key principles underpinning the Company’s Remuneration Policy. 5.5. Remuneration of Non-Executive Directors

In line with the Company’s Code of Ethics and Conduct and policies on Conflict of Interest and Related Party Transactions, and Share Dealing, the Company’s Directors and Designated Employees are required to report in writing to the Company on their vested interests and those of their Associates. This information is collected by the Company Secretary, who then duly updates the Register of Interests/Insiders Share Dealings/ Conflict of Interests and Related Parties. Directors are invited to disclose any new share dealings, conflicts of interests and/or related-party transactions at each Board meeting, with the first item on the agenda dedicated to these disclosures. On an annual basis, Directors and Designated Employees are required to submit a declaration of interests to the Company Secretary who maintains an updated Interests Register, which is available for inspection during normal office hours upon written request made by a Shareholder or authorised person.

The Company’s Nomination and Remuneration Committee is entrusted by the Board with the task of determining and recommending to the Board the Remuneration Policy for Non Executive Directors and for Senior Executives of the Company, in accordance with the principles outlined in the Company’s Remuneration Policy.

Four key principles underpin the Remuneration Policy:

For Directors:

I. Attract and retain directors; II. Motivate directors to achieve the Company’s business objectives; III. Align the interests of directors with the long-term interests of shareholders; IV. Reflect the involvement of Directors on Board Committees.

The interests of Directors and Senior Officers in the securities of the Company as at 31 December 2025 were as follows:

Directors are entitled to reimbursement for exceptional expenses incurred in the course of performing their duties.

For Key Senior Executives:

The fees applicable during the year under review for members of the Board and Board Committees are indicated below:

Direct

Indirect

No. of shares

% Held

% Held

I. Remuneration reflects the market in which the Company operates;

Directors George J. DUMBELL – Chairman

-

-

-

Board Chairman

Jean-Philippe COULIER

-

-

-

MUR 550,000

Marc FREISMUTH

-

-

-

Non-Executive

MUR 180,000

Catherine FROMET DE ROSNAY

-

-

-

Independent

MUR 210,000 MUR 15,000 per sitting in excess of 5 Board meetings.

Gianduth JEEAWOCK

-

-

-

Preetee JHAMNA

-

-

-

Clément D. REY

42,857

0.04

0.49

Committees

Audit and Risk Management Corporate Governance Nomination and Remuneration

Georgina ROGERS

2,329,438

2.12

0.49

Chairman

MUR 250,000

MUR 100,000

MUR 90,000

Noël Adolphe VALLET

-

-

0.57

Member

MUR 125,000

MUR 50,000

MUR 50,000

Jean-Jacques VALLET

211,561

0.19

0.01

MUR 15,000 per sitting in excess of 4 Nomination and Remuneration Committee meetings.

MUR 15,000 per sitting in excess of 6 Audit and Risk Management Committee meetings.

MUR 15,000 per sitting in excess of 4 Corporate Governance Committee meetings

Senior Officers Kevin CHAN TOO

11,100

0.01

0.04

Dhamayantee Jayshree GOPEE

-

-

-

The remuneration and benefits received by Directors in 2025 are disclosed under Other Statutory Disclosures.

Julien COETTE DIT DUBOIS

-

-

-

Vincent DE MARASSE ENOUF

-

-

-

Siegfried ESPITALIER NOËL

-

-

-

Shashi Kumar KOONJA

44,057

0.04

-

Andrew MILTON

-

-

-