OIG Oryx International Growth Fund Ltd

The Board monitors the trading activity and shareholder profile on a regular basis and maintains contact with the Company's principal market makers to ascertain the views of shareholders. Shareholder sentiment is also ascertained by the careful monitoring of the discount/premium that the shares are traded in the market against the NAV per share, when compared to the discounts experienced by the Company's peer group. Major shareholders are contacted directly on a regular basis, and shareholders are invited to attend the Company's Annual General Meeting in person and ask questions of the Board of Directors and Investment Manager.

The Company reports to shareholders twice a year and a proxy voting card is sent to shareholders with the Annual report and consolidated Financial Statements. The Registrar monitors the voting of the shareholders and proxy voting is taken into consideration when votes are cast at the Annual General Meeting. Shareholders may also contact the Directors via the Company Secretary.

Litigation

The Company is not engaged in any litigation or claim of material importance, nor, so far as the Directors are aware, is any litigation or claim of material importance pending or threatened against the Company.

Internal and Financial Reporting

The Board is responsible for establishing, maintaining and reviewing the effectiveness of the Company's system of internal control. Internal control systems are designed to meet the particular needs of the Company and the risks to which it is exposed, and by their very nature provide reasonable, but not absolute, assurance against material misstatement or loss. The key procedures which have been established to provide effective internal controls are as follows:

-- BNP Paribas Fund Services (Guernsey) Limited is responsible for the provision of administration and company secretarial duties;

-- The duties of investment management, accounting and the custody of assets are segregated. The procedures are designed to compliment one another;

-- The non-executive Directors of the Company clearly define the duties and responsibilities of their agents and advisers in the terms of their contracts; and

-- The Board reviews financial information produced by the Investment Manager on a regular basis.

Directors' Responsibilities

The Directors are responsible for preparing the Director's Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards and applicable law.

The financial statements are required by law to 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:

(a) select suitable accounting policies and then apply them consistently;

(b) make judgements and estimates that are reasonable and prudent;

(c) state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

(d) 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 proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements

comply with the Companies (Guernsey) Law, 2008. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the directors are also responsible for preparing a Directors' Report (including a business review) and Corporate Governance Statement that comply with these laws and regulations.

Directors' Responsibility Statement

We confirm that to the best of our knowledge:

(a) the financial statements, prepared in accordance with the applicable set of accounting standards,

give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group

included in the consolidation taken as a whole; and

(b) the Chairman's Statement and Report of the Directors include a fair review of the development

and performance of the business and the position of the Group included in the consolidation taken

as a whole together with a description of the principal risks and uncertainties that it faces.

Dividend Policy

To the extent that any dividends are paid they will be paid in accordance with any applicable laws and regulations of the UK Listing Authorities and the requirements of the Companies (Guernsey) Law, 2008, as amended. The Directors do not propose payment of a dividend (2010 - Nil).

Results

The results for the year are set out on page 20.

Capital Values

At 31 March 2011 the value of net assets available to Shareholders was GBP55,881,895 (2010 - GBP50,038,003) and the Net Asset Value per share was GBP2.72 (2010 - GBP2.22).

Directors

Mr. C. Hannaway resigned on 31 December 2010 and Mr. J. Grace was appointed on 8 March 2011. The remainder of Directors listed on page 3 served throughout the year.

In accordance with Article 76 of the Articles of Incorporation of the Company, Mr. N. Cayzer, Mr. C. Mills, Mr. R. Evans, Mr. J. Radziwill resigned from the Board of Directors on 20 August 2010 at the Annual General Meeting, and were re-appointed to the Board of Directors at the same time.

Certain Directors have an interest in the Company by way of their investment in the shares of the Company. The details of these interests, at 31 March 2011 and the date of the report are as follows:

Directors' Investments

Christopher Mills holds a beneficial interest of 328,716 Ordinary Shares.

John Radziwill is a Director of a fund, held by his family trust, that holds 419,000 Ordinary shares and which is managed by an independent fund manager.

John Grace holds a beneficial interest of 130,000 Ordinary Shares. Mr Grace is also a member of a class of beneficiaries which holds an interest in 358,607 Ordinary Shares.

No other Directors had a beneficial or non-beneficial interest in the Company during the year under review.

Directors' Interests

1. Christopher Mills is a principal shareholder and Director of JO Hambro Capital Management (Holdings) Limited, which in turn holds 100% of issued share capital in North Atlantic Value LLP, the Manager and Investment Adviser. The Investment Manager is entitled to fees as detailed in notes 5 and 6.

2. Rupert Evans is a consultant to the law firm Mourant Ozannes, the legal adviser to the Company.

3. There are no Directors' service contracts with the Company.

Investment Manager

Pursuant to the Management Agreement dated 14 May 2002, which was novated on 29 December 2003, North Atlantic Value LLP provides management services to the Company. The principal contents of the investment management agreement are disclosed in note 5 to these consolidated Financial Statements. The Management Agreement continues unless terminated by either party on not less than twelve months notice, in writing or may be terminated forthwith as a result of a material breach of the agreement or the insolvency of either party. No compensation is payable on termination of the Agreement. The Board reviews the performance of the Manager, who carries out the investment decisions for and on behalf of the Company. In

the opinion of the Directors, the continued appointment of the current Investment Manager on the terms agreed is in the interests of the Company's shareholders as a whole. The Manager has wide experience in managing and administering investment companies.

Significant Shareholdings

As at the date of reporting, the Directors are aware of the following shareholdings, which represent a beneficial interest of 3% or more of the issued share capital of the Company:

 
                               Number of Ordinary   Percentage 
 Shareholder                               Shares          (%) 
 
 NASCIT                                 7,106,284        34.56 
 BNY (OCS) Nominees Limited             2,060,868        10.02 
 Chase Nominees Limited                 1,523,111         7.40 
 Nortrust Nominees Ltd                  1,440,180         7.00 
 Hussain Al Nouwais                     1,150,000         5.59 
 
 

Notice of Shareholdings

On 16(th) June 2010 there was a notification received from Lloyds Banking Group Plc in order to reduce it's number of Ordinary Shares to zero.

Post Year End Events

There have been no significant post year end events.

Secretary

The Secretary as at 31 March 2011, BNP Paribas Fund Services (Guernsey) Limited, has been in office since their appointment on 1 April 2007.

Broker

The Board of Oryx International Growth Fund Limited announced on 19th November 2010 the appointment of Westhouse Securities Limited as the Company's financial adviser and broker to replace Arbuthnot Securities Ltd with immediate effect.

Disclosure of Information to the Auditor

The Directors who held office at the date of approval of this Report of the Directors confirm that, so far as

they are each aware:

(a) there is no relevant audit information of which the Company's auditor is unaware; and

(b) each Director has taken all the steps that he ought to have taken as a Director to make

himself aware of any relevant audit information and to establish that the Company's auditor is

aware of that information.

Auditors

KPMG Channel Islands Limited has expressed its willingness to continue in office as the Company's Auditor and a resolution proposing its re-appointment will be submitted at the Annual General Meeting.