Oracle Global Services Limited, German Branch

Oracle Global Services Limited, German Branch

Neuss

Befreiender Jahresabschluss zum Geschäftsjahr vom 01.06.2023 bis zum 31.05.2024

ORACLE GLOBAL SERVICES LIMITED

Linlithgow/UK

STRATEGIC REPORT, DIRECTORS' REPORT, SUSTAINABILITY REPORT AND FINANCIAL STATEMENTS for the year ended 31 May 2024

Registered No: SC246876

TABLE OF CONTENTS

COMPANY INFORMATION

STRATEGIC REPORT

DIRECTORS' REPORT

SUSTAINABILITY REPORT

INDEPENDENT AUDITOR'S REPORT

STATEMENT OF COMPREHENSIVE INCOME

STATEMENT OF FINANCIAL POSITION

STATEMENT OF CHANGES IN EQUITY

NOTES TO THE FINANCIAL STATEMENTS

COMPANY INFORMATION

Registered No: SC246876

Directors

Simon Allison (resigned 1 July 2024)

Vitor Antunes (appointed 23 October 2024)

David Hudson

Jillian Flett (appointed 1 July 2024)

Glenn Sharpe (resigned 23 October 2024)

Secretary

David Hudson

Auditor

Ernst & Young, Chartered Accountants

Ernst & Young Building

Harcourt Centre

Harcourt Street

Dublin 2

Ireland

Bankers

JP Morgan Chase

25 Bank Street

Canary Wharf

London E14 5JP

England

Registered Office

Springfield

Linlithgow

Midlothian

EH49 7LR

Scotland

STRATEGIC REPORT For the year ended 31 May 2024

The Directors present their Strategic Report for the year ended 31 May 2024.

Review of the business

Principal activities

Oracle Global Services Limited ("the Company") derives revenue from the provision of intercompany services. The company does not contract with third parties for the provision of services. It does not distribute or sell Oracle solutions. Rather, the Company supports Oracle sales affiliates by providing product development services and other IT support services, and sales and marketing services. The Company's activities for the year were carried on in the United Kingdom, and in branches in Germany, Belgium and Poland. The Belgian branch of the Company was deregistered after the year end, on 25 June 2024.

Key Financial and Performance Indicators (KPI's)

The key financial and other performance indicators during the year were as follows:

The Directors are satisfied with the performance of the Company. Average headcount increased in the year by 5% and this is the main driver of the increase in costs and turnover. No dividend was declared and paid during the year (2023: £Nil).

Principal risks and uncertainties

Since the Company provides intercompany services to Oracle sales affiliates, the Directors consider that the following are the principal risk factors that could materially and adversely affect the Company's future financial results or financial position:

The Company has controls in place to limit each of these potential exposures and management and the Directors regularly review, reassess and proactively limit the associated risk. These risks are managed by innovative product sourcing and strict control of costs. The Company has insurances, business policies and organisation structures to limit these risks and the Board of Directors closely monitor the Company's trading activities to manage credit, liquidity and other financial risks.

Financial risk management objectives and policies

The Company's principal financial instruments comprise of cash, short term deposits, amounts owed by group undertakings, and amounts owed to group undertakings, the main purpose of which is to provide finance for its normal trading operations. The Company has various other financial instruments such as creditors that arise directly from its trading operations.

The main risks arising from the Company's financial instruments are liquidity and foreign currency risks. The Company has clear policies for managing each of these risks, as summarised below.

Liquidity risk

The Company participates in a worldwide group funding process which ensures Company funding and maximises investment returns.

Foreign currency risk

The Company buys goods and services denominated in currencies other than Pounds Sterling. The Company manages such payments through the operation of other denominated currency bank accounts. Due to the level of the Company's non-Pound Sterling transactions (revenues, purchases, financial assets and financial liabilities) cash flows can be affected by movements in exchange rates. If significant, the Company would seek to mitigate its exposure to currency movements by working with Oracle Group's treasury department to enter into forward currency contracts.

Section 172(1) Statement

The Company recognises the importance of delivering effective corporate governance in supporting the long-term success and sustainability of its business. The Company's stakeholders are its employee workforce, suppliers, investors and the communities in which it operates.

Issues, Factors and Stakeholders

When taking decisions, the Directors of the Company have access to functional assurance support, such as HR, Company Secretarial, Legal and Finance, to identify matters which may have an impact on the proposed decision. This information is provided to the Directors along with any proposed minutes and other supporting documents. This information can include, where relevant; the likely consequences of the decision in the long term, the interests of the Company's employees, the need to foster the Company's business relationships with suppliers and others, the impact of the Company's operations on the community and the environment, the desirability of the Company maintaining a reputation for high standards of business conduct, and the need to act fairly between members of the Company.

Board Governance

The Company holds board meetings throughout the year and the Board is supported by a group wide focus on risk management, including a global conflict of interest policy, corporate governance guidelines and a code of ethics, which support the Board's decision-making.

The Company implements a board harmonisation policy in appointing Directors to the Board, where individuals are selected from various critical lines of business, for example, from Tax, Legal or Finance, and are selected for appointment based on expertise, experience and seniority. Drawing from personnel across the Company means that many perspectives are considered when decisions are being made, and the impact of any decision on all relevant stakeholders can be fully evaluated.

During the year ended 31 May 2024, the company continues to report on Task force on Climate-related Financial disclosures ("TCFD") reporting which is disclosed in the Sustainability report included in these financial statements.

In addition to broad Board membership, the Directors draw on the input and expertise of other lines of business, for example Human Resources, Health and Safety and Operations, to provide information and support to Board decisions.

Matters identified that may affect the Company's performance in the long term are set out in the 'Principal risks and uncertainties' section of the Strategic Report.

Stakeholders

The Company has identified, and actively engages with, key stakeholders. For details of how the Company has had regard to foster relationships with its key stakeholders, and the impact of that regard on decision making, refer to the Stakeholder Engagement Statement of the Directors' Report.

Training

The Board of Directors is aware of the importance of undertaking regular and ongoing training to support regulatory requirements. As part of the Directors' role as employees of the Oracle Group, they receive annual training on matters such as Oracle's Code of Conduct, Anti-Money Laundering, Bribery and new procedures brought into the Group. The Directors also receive Directors' training from an external consultant to support their legal and statutory duties. More details on the Directors' training programme can be found in the Directors' Report.

Principal Decisions

Principal decisions are those which are commercially material matters of financial or operation performance that will have a material impact on the Company or on key stakeholders. When making principal decisions the board is mindful that its strategic decisions can have long term implications for the business and its stakeholders and these implications are carefully assessed. The Directors take active steps to ensure the suggestions, views and interests of the stakeholders are captured in the decision making. The Directors hold Board meetings to discuss the key decisions impacting the Company.

The principal decisions taken by the Directors during the reporting period included decisions relating to resignations and appointments to the Board of Directors, see the Company Information section.

Culture

With the Company's core values of mutual respect, integrity, customer satisfaction, quality, teamwork, fairness, communication, compliance, innovation and ethics, the Company's focus and strategy is underpinned by the behaviours and attitudes of the Company's employees and ultimately the Directors. The Directors ensure that the decisions made are in line with Oracle's code of conduct and consider the impact on different stakeholder groups, as well as ensuring a diverse and collaborative environment and ensure that they treat all stakeholders fairly.

The Company has comprehensive HR policies in place to support and develop employees and to create a culture that values all employees, including an Equal Employment Opportunity policy and an Education and Training policy. There is a comprehensive employee consultation mechanism in place. The Company has invested in energy efficient measures to reduce its climate change impacts.

Future developments

It is the intention of the Directors to continue to develop the current activities of the Company.

By order of the Board

DIRECTORS' REPORT For year ended 31 May 2024

The Directors present their Directors Report and audited financial statements for the year ended 31 May 2024.

Results for the year and state of affairs

The Statement of Comprehensive Income for the year ended 31 May 2024 and the Statement of Financial Position at that date are set out on pages 41 and 42 respectively. During the year, the Company made a profit of £18,309,000 (2023: £25,070,000). Shareholder's funds at 31 May 2024 amounted to £258,711,000 (2023: £186,637,000).

Directors and their interests

The current Directors and those who served the Company during the year and up to the date of the approval of the financial statements are listed on page 2.

Neither the Directors, nor their immediate families, have any material interest in the shares of the Company or in the share capital of any other group company including the ultimate parent company, Oracle Corporation.

Directors' Responsibilities Statement

The Directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable UK law and regulations. UK Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable accounting standards in the United Kingdom (including Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101)). Under UK Company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for that period.

In preparing those financial statements, the Directors are required to:

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 the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Dividends

No dividends were declared and paid during the year (2023: £Nil).

Research and development

Research and development expenditure, other than on fixed assets, is expensed to the Statement of Comprehensive Income in the year in which it is incurred. The amount included in the Statement of Comprehensive Income in respect of such expenditure is £106,670,000 (2023: £112,957,000).

Qualifying third party indemnity provisions

The ultimate parent company Oracle Corporation has granted an indemnity to the Directors against liability in respect of proceeding brought by third parties, subject to the conditions set out in section 234 of the Companies Act 2006. Such qualifying third-party indemnity provisions remains in force as at the date of approving the Directors' Report.

Events since the year end

The Belgian branch of the Company was deregistered after the year end, on 25 June 2024.

Other than as described in these financial statements there were no significant events after the year end, affecting the Company, which require adjustment to, or disclosure in, the financial statements.

Going concern

The financial statements have been prepared under the historical cost convention, on the going concern basis and in accordance with the Companies Act 2006 and applicable accounting standards in the United Kingdom (including Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101)).

The Company has considerable financial resources. As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully. After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence, based on the Directors' going concern assessment up to 28 February 2026. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Charitable and political donations

There were no charitable or political donations during the year (2023: £nil).

Employees

Employee involvement

Oracle places considerable value on the ongoing involvement of its employees and continues its practice of keeping them informed on matters affecting them and on various factors affecting Oracle's performance. Employees are informed through a number of channels including formal and informal meetings, employee surveys, intranet sites and a weekly email news bulletin. In addition, through employee representatives, employees can engage in dialogue with management. This furthers the aims, plans and objectives of the business and enables Oracle management to seek the views and ideas of its employees.

Disabled employees

Oracle is an Equal Employment Opportunity Employer. Oracle believes in treating each employee and applicant for employment fairly and with dignity. Oracle bases employment decisions on merit, experience and potential, without regard to race, colour, national origin, sex, marital status, sexual orientation, gender identity, age, religion, disability, protected veteran status, or any other characteristic prohibited by local law.

Oracle's Equal Employment Opportunity policy is founded on the philosophy that employees and applicants for employment must be treated equitably. Oracle does not discriminate based on personal preference or physical characteristics, and experience confirms that supporting policies and practices with a strong commitment to equal employment opportunity is a good business practice. Oracle seeks to build an inclusive workforce and work environment. Oracle makes every effort to attract, invest in, and develop the talents of diverse people who reflect the society and community in which we live.

Oracle welcomes and supports people of all races, ethnicities, cultures, and religions and seeks to foster teamwork and effective partnerships among employees. Oracle provides equitable treatment and reasonable accommodations for employees with disabilities in accordance with individual needs, business realities or local laws. These accommodations may include job retraining, an adjusted work schedule, special equipment or transportation, medical leave or job modification to optimise their performance.

Statement of Corporate Governance Arrangements

The Company has not applied a corporate governance code during the period as it is not mandatory to do so. The Company operates with a robust level of governance across the business, with clear governance infrastructure. The Company has a number of policies and procedures in place globally to support the Group and to ensure its Directors operate appropriately and develop the business. This approach is designed to promote the long-term success of the Company and its branches within the UK and globally, to minimise risk and to create value for shareholders. The Company's stakeholders are its employees, suppliers, shareholders, and the communities in which it operates. The Board is comfortable that formal application of a corporate governance code is not essential for the Company at this time. Set out below, in further detail, is the infrastructure which the Board presently has in place, along with details of a proposed governance road-map which the Board has committed to implement.

Application of Governance

This section provides an overview of how the Company applied its corporate governance practices for the financial year ended 31 May 2024. The Directors are mindful of corporate governance and seek to demonstrate understanding of their accountability and statutory responsibilities, including application of Section 172 under the Act.

In response to the ever-increasing focus on corporate governance for private companies and the need for transparency, the Directors of the Company instigated a review of the Company's UK corporate governance framework, with a particular focus on the changes required to support the disclosures required under the Regulations.

The Company is in the process of implementing a number of changes to its governance framework, including adopting an entity governance policy which will support decision making at a subsidiary level by Directors.

The entity governance policy, once implemented, will formalise and set out key corporate governance operating standards, including the Oracle Group's delegations and operational governance framework and the process for making principal decisions, as detailed and defined in the Section 172(1) Statement, to ensure that the Company, its statutory Directors and its management are able to comply with its obligations under the Regulations, and to support the governance and key controls underpinning the decision-making process across the Oracle Group.

In taking a decision, the Board of Directors will be required to consider the outcome of any stakeholder impact assessment that has been undertaken to support it making that principal decision (details of the principal decisions made during the reporting period, and the governance process behind principal decisions, are set out within the Section 172 Statement section of the Strategic Report).

The Company continues to apply corporate governance as follows:

Purpose and Values

Below are the core values of the company:

These values drive the focus, define the strategy and underpin the behaviours and attitudes of the Company's employees and senior management in their work, establishing a holistic and robust approach to risk management and corporate governance.

Board Composition

Governance is an integral part of the way the Company delivers its strategy, and why it has such long-standing and dedicated Directors on the Company board. As part of the proposed entity governance policy which the Company will be implementing, the Directors of the Company will regularly review the structure, size and composition of the Board in order to ensure it comprises the right people with the requisite skills and experience, including diversity of thought and approach, who can provide strong and effective leadership to the business, and support delivery of the Company's strategy. The Company has composed a Board with a balance of skills, backgrounds, experience and knowledge required to compliment the promotion of the long term success of the Company, and to identify the impacts of the Board's decisions on the Company's stakeholders, and where relevant, the likely consequences of those decisions in the long-term. Individual Directors have sufficient capacity to make a valuable contribution that is aligned to the Company's activities.

Below is a brief biography of the Directors of the Company:

David Hudson

Mr. Hudson has been an Oracle employee for over 20 years and currently serves as Senior Vice President of EMEA Legal, Regional General Counsel and Compliance and Ethics Officer. Mr. Hudson manages over 120 indirect reports across the EMEA region. Mr. Hudson brings to the Board his extensive knowledge and experience of legal and compliance matters, as well as substantial in-depth knowledge of the Oracle business and its stakeholders and Oracle's Compliance and Ethics Program.

Simon Allison

Mr. Allison had been an Oracle employee for over 20 years and served as Vice President of EMEA Tax. Mr. Allison brought to the board his considerable knowledge and experience of tax matters and the ability to evaluate how such matters may impact the business. Mr. Allison also had extensive and intricate knowledge of the Oracle business operations and its policies and processes.

Glenn Sharpe

Mr. Sharpe had been an Oracle employee for over 15 years and served as Senior Finance Director responsible for the UK and Ireland. Mr. Sharpe was responsible for the financial risk and compliance aspects of Oracle's legal entities across the EMEA region. This incorporated financial risk management, local statutory compliance and Board of Directors responsibilities. Mr. Sharpe provided the Board with an important financial perspective on its operations.

Jillian Flett

Ms. Flett has been an Oracle employee for three years and is currently part of the Global Tax Planning team. Ms. Flett has over 10 years of experience in various tax roles, beginning her career in the compliance and provision realm, moving onto transactions, and then settling into cross-border taxation. Ms. Flett brings to the Board her diverse experience in tax matters and the ability to evaluate how such matters may impact the business.

Vitor Antunes

Mr. Antunes has been an Oracle employee for over 29 years and currently serves as Senior Finance Director responsible for Southern and Northern European entities. Mr. Antunes is responsible for the financial risk and compliance aspects of Oracle's legal entities across the EMEA region. This incorporates financial risk management, local statutory compliance and Board of Directors responsibilities. Mr. Antunes provides the Board with an important financial perspective on its operations.

Training

As employees of Oracle, the Directors receive regular compliance training which covers various legislative updates including Anti-Bribery and Corruption, Conflicts of interest, Environmental Health and Safety, Global Compliance Training, Insider Trading, Respectful Workplace and Unconscious Bias training. The regularity of the training ensures that the Directors will maintain a clear understanding of their responsibilities and accountabilities. The Directors also undertake Directors' duties and corporate governance training to further support them in the delivery of their director roles.

Opportunity and Risk

The Board perceives its main opportunity to success is its people and the products and services that it provides. It is critical to the Company's success to attract, retain, develop, motivate and keep the best people with the right capabilities at all levels. Failure to achieve this would be detrimental to the services delivered by the Company.

The Board of Directors is responsible for identifying significant risks to the business and for ensuring that appropriate internal controls and risk management are in place, such as innovative product sourcing, strict control of costs, and close attention to customer service levels. Oracle has a global system for managing risk and controls, including innovative product sourcing, cost control, close attention to customer service levels, insurance, business policies and organisational structures and the Board receives reports when necessary on the oversight of this risk and the Directors' review, reassess and limit the risks when relevant. More details on the principal risks facing the business can be found in the Strategic Report.

The Board is ultimately responsible for enhancing and protecting the brand and reputation of the Company. As such, the Board recognises the importance of receiving regular, timely and accurate information on any matter affecting the brand and reputation, allowing it to take appropriate action when required.

Stakeholder Relationship and Engagement

The Board has considered the stakeholders that are impacted by the Company and its business activities, and consider its employees, suppliers, investors and the communities in which it operates to be its key stakeholders. For details of how the Company engages with its key stakeholders, please refer to the Employee Engagement Statement and Stakeholder Engagement Statement below.

Employee Engagement Statement

The Company remains committed to its employees and works hard to ensure they are supported and developed in all areas. The Oracle Group places considerable value on the ongoing engagement of its employees and keeps them informed on matters affecting them and the various factors affecting Oracle's performance.

During the reporting period, the Company employed an average number of 2,556 (2023: 2,428) employees in the United Kingdom and its overseas branches, as detailed in note 5 to these financial statements.

The table below describes how the Company engages with, and has regard to, its employees and their interests, and the effect of that regard, including on the decisions taken by the Company during the reporting period:

Stakeholder information is provided to the Board as part of the decision making process, and in particular employee's views are taken into account in decisions likely to affect their interests. These views are also considered when making Principal Decisions, as further detailed in the Company's S172 Statement section of the Strategic Report.

Stakeholder Engagement Statement

The Company's stakeholders trust and rely on the Company. The Company is fully committed to maintaining its values and its relationships with its employees, suppliers, shareholders and local communities, and knows that business success depends upon its relationships, both inside and outside the organisation. The Company aims to build enduring relationships with employees, governments, suppliers and communities in which it operates. The Company works with business partners in an honest, respectful and responsible way, and seeks to work with others who share its commitment to mission-critical work.

The Company's activities affect a wide variety of individuals and organisations. The Company's approach to its stakeholders is the same; engage, listen and respond to their differing needs and priorities as an everyday part of the mission-led business approach, where the focus is on supporting partners. The Company uses the input and feedback gathered to inform its decision-making, and to consider the impact it makes on stakeholders as part of its principal decision-making process. As a mission-led company, the Company focuses on engagement with its stakeholders to ensure that it continues to delivers its purpose.

The various ways the Company engages with its stakeholders are as follows:

For further details on the Principal Decisions made during the reporting period that affect stakeholders, refer to the Company's S172 Report.

Disclosure of information to auditor

The Directors confirm that, so far as they are aware, there is no relevant material audit information, being information needed by the auditors in connection with preparing this report, of which the Company's auditor is unaware. The Directors also confirm they have taken all the steps that they ought to have taken in order to make them aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

In accordance with section 485 of the Companies Act 2006, a resolution is to be proposed at the Annual General Meeting for the reappointment of Ernst & Young, Chartered Accountants, as auditor of the Company.

By order of the Board

SUSTAINABILITY REPORT For the year ended 31 May 2024

Disclaimer

This disclosure is provided on behalf of Oracle Global Services Limited ("the Company"). The Company's ultimate parent company is US-based Oracle Corporation. Accordingly, the Company's approach to sustainability follows the Oracle Group corporate sustainability program. The Group's approach to sustainability is detailed in this document.

About Oracle

Oracle Corporation ("Oracle") is a global company that designs, produces, and markets computer software and hardware, and provides sales, consulting, education and training in the application and use of its products. Oracle is committed to meeting the needs of its customers, including helping customers use information technology to meet environmental challenges.

Oracle is committed to incorporating sustainability across its enterprise and delivering innovative cloud technology to accelerate meaningful change. This includes working toward a 100% renewable energy goal, managing its use of natural resources, ensuring responsible supply chain practices, and building a more circular economy.

Oracle is committed to continuously improving the transparency of its sustainability program, including climate-related risks and opportunities. Oracle annually discloses climate-related information in its CDP Climate Change Questionnaire and reports on its corporate citizenship in accordance with the Global Reporting Initiative (GRI) Standards: Core Option.

The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022 amend sections 414C, 414CA and 414CB of the Companies Act 2006 to place requirements on certain publicly quoted companies and large private companies to incorporate the Task Force on Climate-related Financial Disclosures ("TCFD") aligned climate disclosures in their annual reports. Oracle Global Services Limited has adopted the recommendations set forth by the TCFD and hereby presents its annual report.

Oracle Global Services Limited ("the Company") derives revenue from the provision of Intercompany Services. The company does not contract with third parties for the provision of services. It does not distribute or sell Oracle Solutions. Rather, the Company supports Oracle Sales Affiliates by providing product development services and other IT support services, and sales and marketing services. The Company's activities for the year were carried on in the United Kingdom, and in branches in Germany, Belgium and Poland. The Belgian branch of the Company was deregistered after the year end, on 25 June 2024.

Governance

Board Oversight

Oracle's CEO is responsible for climate-related topics relevant to Oracle's business and operations. The CEO has been a member of Oracle's Board of Directors since 2001, and is a signatory to Oracle's Environmental Policy, empowering Oracle's executive Environmental Steering Committee, which presents its recommendations to the CEO quarterly.

The CEO is responsible for Oracle's global operations, encompassing key aspects of the business that are relevant to climate change, including Real Estate and Facilities, Procurement, Supply Chain, Cloud Infrastructure, Human Resources, Finance, Legal, and Risk Management. In addition, Oracle's CEO is responsible for reviewing and guiding the corporate strategy for environmental and climate-related issues and sustainability goals.

Board of Directors

Oracle Global Services Limited holds board meetings throughout the year and the Board is supported by a group wide focus on risk management, including a global conflict of interest policy, corporate governance guidelines and a code of ethics, which support the Board's decision-making.

Management Oversight

Chief Sustainability Officer

Oracle's Chief Sustainability Officer (CSO) oversees Oracle's sustainability strategy and sets the strategic direction for Oracle to operate sustainably and enable thousands of customers to become more sustainable using Oracle solutions. The CSO reports to the Oracle Corporation Board of Directors quarterly on the status of Oracle's sustainability strategy.

Head of Global Sustainability Strategy

The Head of Global Sustainability Strategy is responsible for monitoring progress against Oracle's climate-related targets and executing Oracle's Global Sustainability Program across the organisation. These responsibilities include assessing environmental impacts, risks, and opportunities, managing strategic decision-making, executing Oracle's climate transition plan, managing R&D for customer sustainability solutions, managing compliance with regulatory policies and disclosure requirements, and leading a team of sustainability experts in measuring, monitoring, and driving progress towards Oracle's corporate targets. The head of global Sustainability Strategy reports to the Chief Sustainability Officer (CSO).

Environmental Steering Committee (ESC)

Launched in 2008, the Environmental Steering Committee (ESC) is chaired by the Chief Sustainability Officer (CSO) and is comprised of senior executives across several Oracle business units (finance, risk, policy, social impact, investor relations, R&D, datacenter engineering, procurement, EH&S, operations, and manufacturing). The Committee is responsible for the implementation and oversight of Oracle's Environmental Policy. Representatives of the Committee provide quarterly reports to the Board of Directors. Members of the ESC meet quarterly to define strategy and monitor progress against its goals.

Risk Management and Resiliency Program Office (RMRP)

Oracle's Risk Management Resiliency program defines requirements for all Oracle Lines of Business (LOBs) to plan for and respond to potential business disruption events such as natural disasters (i.e., hurricanes, earthquakes). It also specifies the functional roles and responsibilities required to create, maintain, test, and evaluate business continuity capability across LOBs and geographies. It authorises a centralised Program Management Office (PMO) to manage a global Risk Management Resiliency Program (RMRP) which oversees LOB plans and preparedness, in alignment with ISO 22301 international standard for business continuity management.

Vice President of Oracle Social Impact

Oracle's Social Impact function manages the development and progress of internal programs designed to offset the environmental impact of Oracle's operations through the development of philanthropy, volunteering, environmental stewardship, and corporate programs in the communities it operates in. The VP of Oracle Social Impact reports to the Chief Executive Officer (CEO) and is a member of the ESC. The Social Impact Office is responsible for publishing Oracle's annual Social Impact Report.

Head of Sustainability, Datacenter Engineering

Oracle's Director of Sustainability Datacenter Engineering oversees data center energy procurement and strategic sourcing. Responsible for Assessing and managing Oracle's environmental dependencies, impacts, risk and opportunities as well as future trends.

Safety, Health, Environment, and Quality Team

Oracle's Environmental, Health and Safety (EHS) Team is a function of Real Estate and Facilities management. EHS Managers assess the potential severity and scale of natural disasters (e.g., wildfires, earthquakes) and formulate contingency plans related to its employees' health and safety accordingly on an annual basis.

Business Unit Managers

Oracle's Business Unit Managers are tasked with overseeing and managing the working groups and daily activities related to meeting Oracle's environmental goals. Each business unit manager has a unique responsibility based on the function they perform. Examples include RE&F Sustainability Managers who are focused on resources consumption at each one of the offices globally including water, waste, and energy. Oracle Cloud Infrastructure (OCI) and Platform as a Service (PaaS) solutions enable collaboration with suppliers to oversee environmental certification efforts such as LEED green building certification and Energy Star efficiency labels, and compliance with environmental management standards such as ISO14001 (environmental management).

Statement of Corporate Governance Arrangements

The Company operates with a robust level of governance across the business, with clear governance infrastructure. Oracle Corporation has a number of policies and procedures in place globally to support the Group and to ensure its directors operate appropriately and develop the business. This approach is designed to promote the long-term success of Oracle Corporation and its subsidiary businesses both within the UK and globally, to minimise risk and to create value for shareholders. The Company's stakeholders are its employees, customers, suppliers, shareholders, and the communities in which it operates. The Board is comfortable that formal application of a corporate governance code is not essential for the Company at this time. Set out below, in further detail, is the infrastructure which the Board presently has in place, along with details of a proposed governance roadmap which the Board has committed to implement.

Application of Governance

This section provides an overview of how the Company applied its corporate governance practices for the financial year ended 31 May 2024. The Directors are mindful of corporate governance and seek to demonstrate understanding of their accountability and statutory responsibilities, including application of Section 172 under the Act.

In response to the ever-increasing focus on corporate governance for private companies and the need for transparency, the Directors of the Company instigated a review of the Company's UK corporate governance framework, with a particular focus on subsidiary governance and the changes required to support the disclosures required under the Regulations.

The company is in the process of implementing a number of changes to its governance framework, including adopting an entity governance policy which will support decision making at a subsidiary level by Directors.

The entity governance policy, once implemented, will formalise and set out key corporate governance operating standards, including the Oracle Group's delegations and operational governance framework and the process for making principal decisions, as detailed and defined in the Section 172(1) Statement, to ensure that the Company, its statutory Directors and its management are able to comply with its obligations under the Regulations, and to support the governance and key controls underpinning the decision-making process across the Oracle Group.

In taking a decision, the Board of Directors will be required to consider the outcome of any stakeholder impact assessment that has been undertaken to support it making that principal decision (details of the principal decisions made during the reporting period, and the governance process behind principal decisions, are set out within the Section 172 Statement).

The Company continues to apply corporate governance as follows:

Board Composition

Governance is an integral part of the way the Company delivers its strategy, and why it has such long-standing and dedicated Directors on the Company board. As part of the proposed entity governance policy which the Company will be implementing, the Directors of the Company will regularly review the structure, size and composition of the Board in order to ensure it comprises the right people with the requisite skills and experience, including diversity of thought and approach, who can provide strong and effective leadership to the business, and support delivery of the Company's strategy. The Company has composed a Board with a balance of skills, backgrounds, experience and knowledge required to compliment the promotion of the long-term success of the Company, and to identify the impacts of the Board's decisions on the Company's stakeholders, and where relevant, the likely consequences of those decisions in the long-term. Individual Directors have sufficient capacity to make a valuable contribution that is aligned to the Company's activities.

Training

As employees of Oracle, the Directors receive regular compliance training which covers various legislative updates including Anti-Bribery and Corruption, Conflicts of interest, Environmental Health and Safety, Global Compliance Training, Insider Trading, Respectful Workplace, Sustainability and Unconscious Bias training. The regularity of the training ensures that the Directors will maintain a clear understanding of their responsibilities and accountabilities. The Directors also undertake Directors' duties and corporate governance training to further support them in the delivery of their director roles.

Risk Management

Risk Identification and Assessment Process

Process for identifying, assessing, and responding to climate related risks and opportunities.

Oracle has implemented a robust and integrated risk management approach. It has incorporated the results from quantitative and qualitative scenario analyses performed in 2020, assessing climate-related physical risks, climate-related physical and transition risks, and opportunities.

Oracle Risk Management Resiliency Policy

Oracle's Risk Management Resiliency Policy defines requirements for all Oracle Lines of Business (LOBs) to plan for and respond to potential business disruption events. It also specifies the functional roles and responsibilities required to create, maintain, test, and evaluate business continuity capability across LOBs and geographies.

It authorises a centralised Program Management Office (PMO) to manage a global Risk Management Resiliency Program (RMRP) which oversees LOB plans and preparedness, in alignment with ISO 22301 international standard for business continuity management.

Risk Management Resiliency Program (RMRP)

The Risk Management Resiliency Program's (RMRP) objective is to establish a business resiliency framework to help facilitate efficient responses to business interruption events affecting operations. The RMRP approach is comprised of several sub-programs: emergency response to unplanned and emergent events, crisis management, technology disaster recovery and business continuity management. Each of these sub-programs is a uniquely diverse discipline. The goal of the program is to minimise negative impacts to Oracle and maintain critical business processes until regular operating conditions are restored. Oracle's RMRP is designed to engage multiple aspects of emergency management and business continuity from the onset of an event and to leverage various teams, technology and personnel based on the needs of the situation. The RMRP is implemented and managed locally, regionally, and globally. The RMRP program management office provides executive reporting on program activities and status across the Lines of Business.

Risk Management Resiliency Structure

The RMRP program is comprised of four Risk Management functions:

At the global level, the RMRP is sponsored by senior executives. This executive focus is designed to engage appropriate levels of management in bringing resources to bear on a situation. Regional Crisis Management Teams (RCMTs) advise and consult the executive team.

At the regional level, multiple RCMTs are comprised of senior management who can make decisions and authorise the Crisis Commander to act on escalated matters.

At the local level, the RMRP is implemented via a Local Crisis Management Team (LCMT). The LCMT is comprised of a Crisis Commander and representatives from each relevant LOB for the impacted location. This team collects and disseminates information about a local crisis and executes an Emergency Response Action Plan to address personnel safety. When necessary, an LOB activates their own local business-resiliency plans to maintain critical business functions. The Crisis Commander funnels this information and escalates any issues to the Regional Crisis Management Team (RCMT).

How substantive financial or strategic impact on the business is determined

Oracle determines the relative significance of climate-related risks based on several factors, including financial materiality. Specific to the climate, the materiality/priority of each climate-related risk is analysed based on the same criteria used to assess other types of risks, including probability, cost, and risk of non-action. If a climate risk is assessed as having the potential for significant chronic or acute impact on its core and/or strategic business functions, including service delivery and support, product development and deployment, supply chain management, facility operations, employee recruitment and retention, or brand reputation, Oracle considers the risk to have potentially substantive financial/strategic impact.

In these assessments, significant can range from zero-tolerance to qualitative thresholds, each vary on a case-by-case basis and are managed through Oracle's processes, controls, and corporate governance. In the Strategy section below, examples of risks identified are discussed, the potential impact to Oracle's business and operations, and its strategy to mitigate each risk.

Strategy

Oracle's Sustainability Strategy

Oracle's sustainability strategy is focused on four key objectives:

1. Targeting 100 percent renewable energy coverage

Oracle has set a goal of 100 percent renewable sources by 2025, including Oracle Cloud data centers, and to achieve net zero emissions across its value chain by 2050.

2. Reducing resource consumption

Oracle manages its global real estate portfolio to minimise greenhouse gas emissions, energy usage, water consumption, and waste generation.

3. Managing a responsible value chain

Oracle engages with its suppliers to make environmentally sound purchasing decisions and advance sustainability in its value chain operations.

4. Recycling and reusing hardware

Oracle has structured its supply chain to minimise its environmental impact by reusing retired assets from data centers.

Climate-related Risks

Oracle's risk management committees have measured its critical operations including cloud, manufacturing, and critical business functions sites (support centers) globally across a two scenario (Representative Concentration Pathways, RCP8.5 and RCP4.5) climate risk analysis for years 2020 and 2040. This exercise was a one-time effort to validate that Oracle's current risk processes addressed climate-related risks across its organisation. The results of the analysis illustrated that while climate related risks existed, the impact was immaterial and non-substantive (less than 1% of Oracle's total current revenues across both scenarios and time frames). By validating its internal risk management programs as they relate to climate change, Oracle has concluded that its current processes in place have mitigated climate related risks with the ability to have a material impact on its business. In addition, Oracle has assessed climate-related impacts across short (0-5 years), medium (5-15 years), and long-term horizons (15-30 years).

Climate-related Risks

1. Transition Risks

Physical Risks

1. Development of New Products

As a result of new global Environmental Social & Governance (ESG) reporting requirements Oracle has an opportunity to develop new products and services through R&D and innovation.

Financial Impact

Increased revenues arising from increased demand for our products and services.

Strategy to realise opportunity

Beyond its inherent business benefits, the cloud offers a more sustainable alternative for companies looking to minimize their environmental impact. Oracle manages and maintains a very dense computing environment, attaining much higher utilisation rates than an organisation can achieve with an on-premises system. OCI provides an elastic computing platform that can grow dynamically with an organisation as needed, eliminating excess capacity builds to meet future demand. Oracle Cloud EPM for Sustainability and Fusion Cloud Sustainability are two examples of the innovative solutions that Oracle offers to customers that integrate seamlessly into Oracle Cloud Infrastructure.

2. Low Carbon Energy Sources

For Oracle's operations, electricity consumption is the largest contributor to its operational carbon footprint. Oracle has set a target to achieve net-zero emissions by 2050 and to halve the greenhouse gas emissions across its operations and supply chain by 2030, relative to a 2020 baseline. Oracle remains committed to achieving 100% renewable energy across its operations, aligned with the 1.5°C science-based target scenario for Scope 1 and Scope 2 emissions. It also aims to reduce the environmental impact of the products that it sells.

Financial Impact

Due to the difficulty in estimating the financial impact across all its activities, the financial impact of this opportunity only includes cost savings resulting from energy efficiency measures implemented at Oracle's facilities worldwide. A potential financial impact would be calculated as the sum of actual and projected cost savings from a variety of energy efficiency measures implemented globally including:

Strategy to realise opportunity

Renewable energy adoption is a fundamental pillar of Oracle's sustainability commitment. Its facilities teams leverage several Oracle tools and external resources to evaluate its office buildings, to identify opportunities to increase efficiency. This includes, but is not limited to, installing building automation, utilisation of smart controls, and upgraded environmental conditioning (HVAC) based on data driven decisions. Oracle Cloud reduces its environmental footprint by leveraging stateof-the-art cooling and energy efficiency technologies at its green data centers. Oracle partners selectively with data center providers that share its commitment to innovation and sustainability. When customers use OCI, they can reduce their carbon footprint while getting the performance, scalability, security, and economic benefits of the cloud.

Oracle's data centers rely on a variety of renewable energy products to make progress towards its goal of 100% renewable energy by 2025. Many of its suppliers are already providing their services at 100% renewable energy coverage - this is true throughout Europe, and Oracle is making progress elsewhere. Where Oracle cannot contract renewable energy or work with vendors who are providing it, Oracle will investigate power purchase agreements (PPAs or VPPAs) or high-quality renewable energy certificates (RECs) as available in each region.

3. Use of renewal energy sources

Oracle has set a goal of 100% renewable energy usage for Real Estate and Facilities and OCI by calendar year end 2025.

Financial Impact

RE&F budgets for renewable energy within the total energy budget and identifies opportunities for future renewable energy investment. This will in turn drive increased revenues resulting from increased demand for products and services.

Strategy to realise opportunity

Oracle is working with its colocation data center partners to access renewable energy such as solar and wind through their power contracts. Sourcing renewable electricity at a rate consistent with 1.5°C climate scenarios demonstrates Oracle's dedication to sustainable energy practices. Power purchase agreements (PPAs) and collaborations with providers will drive renewable projects. Site selection incorporates environmental and climate factors, and Oracle undertakes remediation efforts where needed. Oracle's sustainability solutions provide insights into impacts on operating expenses, utility costs, energy contracts, and facility management logistics.

Where Oracle cannot work with vendors who are providing green power, it will investigate other contract structures including the purchase of high-quality renewable energy certificates (RECs) and potentially longer term offsite renewable energy deals. Oracle considers power sources such as solar, wind, biomass, and hydro to be renewable.

4. Increased Brand Value

Sustainability is at the heart of how Oracle does business. It is committed to integrating sustainability into its operations and delivering innovative cloud technology solutions that can help customers accelerate meaningful change for generations to come. Oracle believes access to data and technology can help today's sustainability leaders get better information and make more informed decisions. As a result of these efforts, Oracle has been recognised in the areas of sustainability and corporate social responsibility including being named to Sustainability Magazine's Top 100 Companies in Sustainability, the 2023 Forbes Net Zero Leaders List, Newsweek's America's Greenest Companies in 2023, and USA TODAY's America's Climate Leaders List for 2024.

Financial Impact

Increased revenues resulting from increased demand for products and services.

Strategy to realise opportunity

Oracle values transparency in communicating how it integrates sustainable thinking into its real estate and operations, and how it shares the impacts Oracle has on the environment, its customers, employees, and the communities where it lives and works. Sustainability is an integral part of how Oracle does business and how it wants its brand represented. Oracle discloses its environmental and social impact, values, and ethics on its website along with policies, codes of conduct, and reports on its progress.

5. Improved Supply Chain Engagement

Oracle partners with suppliers around the world to deliver a broad selection of hardware and software products to customers directly, as well as through its Cloud service offerings. Oracle understands that its purchasing decisions have a social and environmental impact, and it chooses to do business in a responsible and sustainable way. Oracle partners closely with direct hardware manufacturing suppliers and indirect procurement suppliers to understand and evaluate its supply chain, as well as its environmental and social practices. Oracle is committed to ethical business conduct and the responsible sourcing of materials throughout its global supply chain. Oracle has set the following supplier engagement goals as part of its sustainability program, including direct and indirect procurement suppliers:

Financial Impact

Reduced risk related to direct costs and reduced risk of negative environmental or social impact related to supply chain.

Strategy to realise opportunity

Oracle requires that all suppliers and partners follow the Oracle Supplier Code of Ethics and Business Conduct (SCEBC) and Partner Code of Ethics and Business Conduct (PCEBC) respectively. The Codes define Oracle's core business values and the responsibilities of its partners and suppliers. Oracle's supplier qualification program requires suppliers to demonstrate and disclose environmentally responsible business practices. Each year, Oracle engages with its largest direct manufacturing and indirect procurement suppliers (accounting for 80% of spend) to report data on their carbon, water, and waste footprints. As part of its supply chain, Oracle requires its direct suppliers to disclose their environmental sustainability performance metrics, using assessment tools in accordance with the Responsible Business Alliance's (RBA) commitment to accountability. Oracle Supply Chain has instituted a supplier assessment program where Oracle provides a set of requirements and requires the supplier to complete and provide Oracle with the results, along with the action plans to address any improvement opportunities. Third party sources are used to assess supplier ownership and background. Oracle assesses suppliers on environmental and social performance. In its review and analysis, Oracle aims to:

In addition, as a member of the Responsible Business Alliance (RBA), Oracle's Supply Chain Operations (SCO) manages and monitors the Environmental, Social and Governance (ESG) program for its direct hardware supply chain in accordance with the RBA Code of Conduct (RBA Code), which is incorporated into the standard supplier agreements. For more information, please refer to the Supplier Responsibility Report: Supplier Responsibility Report (oracle.com)

6. Resource Efficiency and promote circular economy

As a global company, Oracle's resource management greatly impacts the environment. Oracle strives to maximise energy efficiency, minimise water use and minimise waste across in Oracle-owned real estate and facilities, and in its production process for hardware, including with external manufacturers and suppliers.

Oracle's Design for the Environment (DfE) program enables engineers to take environmental impacts into consideration during the design stage. The program strives to identify opportunities to achieve circular economy goals while meeting functional requirements. Oracle believes that sustainability efforts should begin early in the design process.

Financial Impact

The financial impact of this opportunity includes reduced direct and indirect (operating) costs, as well as increased revenues from increased production capacity.

Strategy to realise opportunity

Water

Oracle pursues a variety of water-saving strategies across its facilities and data centers-including rainwater harvesting, xeriscape gardening, and condensate reclamation-to reduce its total potable water use. Oracle set a goal to achieve a 33% percent reduction in potable water use per square foot by 2025 (base year 2015).

Waste

Oracle has a robust waste management program that includes recycling and composting at its offices, and raising employee awareness about responsible waste management to minimise waste to landfill.

Oracle aims to keep Oracle products active for as long as possible, by retaining full control of the lifecycle of the equipment designed and used in its own datacenters. This not only includes the design and manufacture of products, but also improving their lifespan with state-of-the-art energy management and cooling technologies and remanufactured spares when possible.

Take Back Program

As a strong proponent of the circular economy, Oracle offers several Take Back programs for all hardware customers to prevent significant electronic waste at the end of their product life.

The Reverse Supply Chain is distributed across the three regions: Americas, Europe, and Asia. Processing Take Back material locally acts as an investment in those regions, and reduces transportation miles, as well as associated carbon emissions. To ensure the responsible disposal of excess and used products, Oracle provides take back programs free of charge to its customers and suppliers. Internally, Oracle provides program management for the recycling and reuse of retired office equipment, including personal computers and phones.

Oracle's Cloud Environments enable it to recover 100% of the hardware it uses and sell and extract the most value from it to create a circular supply chain.

Energy

Oracle manages its facilities to the highest industry standards and is proud to have been recognised for its highly efficient, environmentally friendly buildings and operations. Oracle has 51 offices around the world using 100% renewable energy. Globally, eight Oracle-owned buildings are LEED certified, 33 buildings have earned ENERGY STAR certifications, and 28 have received the BOMA BEST building certification.

In energy consumption reduction, Oracle prioritises developing high-performing hardware that consumes less energy while efficiently handling higher workloads, benefiting its operations and customers.

Oracle's Design for the Environment (DfE) program enables engineers to take environmental impacts into consideration during the design stage. The program strives to identify opportunities to achieve circular economy goals while meeting functional requirements.

Energy-efficient hardware solutions will be implemented across Oracle's facilities to minimise energy usage and reduce its environmental impact such as:

Scenario analysis

Scenario Analysis Selections, Parameters, and Assumptions

Results of the climate-related scenario analysis

The climate-related scenario analysis yielded insightful results, demonstrating that while climate-related risks were present, their impact was deemed immaterial, non-substantive, or adequately mitigated by Oracle's current practices. Specifically, less than 1 percent of Oracle's total current revenues were affected across both scenarios and time frames.

This analysis played a crucial role in assessing, validating, and enhancing Oracle's internal risk management programs. By scrutinising potential gaps in its risk programs, Oracle fortified its risk management tools for both internal and customer use, ensuring a comprehensive approach to climate risk management.

The findings from the scenario analysis further confirmed the effectiveness of Oracle's internal risk management programs and software concerning climate change. It verified that Oracle's existing measures are adept at mitigating climate-related risks, with the capacity to prevent any material impact on its business or disruptions to our operations. This validation underscores Oracle's commitment to proactive climate risk mitigation and attests to the resilience of its risk management practices in addressing climate-related challenges.

Impact of climate related risks and opportunities on strategy

Products and services

Climate-related risks and increased regulatory requirements related to climate disclosure have influenced Oracle's development of new technology solutions for customers. Several new products have been launched to help customers focus on ESG reporting and environmental performance management.

Supply Chain

Oracle understands that its purchasing decisions have a social and environmental impact, and it chooses to do business in a responsible and sustainable way. Oracle partners closely with direct hardware manufacturing suppliers and indirect procurement suppliers to understand and evaluate its supply chain, as well as its environmental and social practices. Oracle are committed to ethical business conduct and the responsible sourcing of materials throughout its global supply chain. It does this by;

Through these strategic measures, Oracle aims to effectively mitigate climate risks, promote sustainability, and play a leading role in creating a more environmentally conscious future for its supply/value chain.

Investment in R&D

Oracle's dedication to sustainability is reinforced by its investments in developing cutting-edge ESG solutions, empowering real-time data-driven decisions that align financial planning with ESG goals. The growing awareness of climate change impacts has led to a shift in consumer behavior, emphasising sustainable and resilient practices. To meet customer expectations, Oracle actively integrates sustainability and climate considerations into financial planning.

Oracle Cloud Infrastructure (OCI) is a high-performance green cloud solution powered by renewable resources. A suite of advanced technology tools within OCI also enables customers to develop innovative solutions and reduce their environmental impact.

Technology plays a key role in advancing humanity's efforts to address climate change. Oracle continues to invest in cloudbased technology solutions for customers to help solve the world's most pressing sustainability challenges, including lowering their carbon footprints. Development of new products or services through R&D and innovation. Oracle Cloud EPM for Sustainability and Fusion Cloud Sustainability are two examples of the innovative solutions that Oracle offers to customers that integrate seamlessly into Oracle Cloud Infrastructure.

Beyond its inherent business benefits, the Cloud offers a more sustainable alternative for companies looking to minimise their environmental impact. Oracle manages and maintains a very dense computing environment, attaining much higher utilisation rates than an organisation can achieve with an on-premises system. OCI provides an elastic computing platform that can grow dynamically with an organisation as needed, eliminating excess capacity builds to meet future demand.

Operations

Climate-related risks and opportunities underscore Oracle's commitment to energy efficiency as a core principle of its operations strategy. Initiatives to optimise energy consumption span development centers, manufacturing sites, and offices. These efforts entail deploying advanced technologies for energy monitoring and control, adopting energy-efficient hardware. Reducing energy consumption mitigates Oracle's environmental impact while achieving cost savings and operational efficiency.

Financial planning

For Oracle's operations - across offices and OCI cloud data centers - electricity consumption is the largest contributor to its operational carbon footprint. To meet its goals, Oracle aims to cover every MWh of electricity consumed in its data centers with a MWh of renewable energy backed by an EAC - whether procured by its colocation suppliers or whether procured by Oracle - and this coverage is tracked by site and MWh volume for the reporting year.

As Oracle pursues 100% renewable energy usage and zero carbon sources, various direct costs will be affected. Oracle's Real Estate & Facilities organisation proactively adjusts the budget per square foot ($/sq.ft) to accommodate renewable energy costs, analysing the financial implications across short, medium, and long-term horizons, leveraging Oracle's sustainability planning solutions. Forward-looking financial planning includes assessments for acquiring adjacent properties for large-scale renewable projects, influencing global office costs per square foot. Oracles commitment to sustainability shapes capital expenditure decisions as well. Site selection incorporates environmental and climate factors, and Oracle undertakes remediation efforts where needed. Oracle's sustainability solutions provide insights into impacts on operating expenses, utility costs, energy contracts, and facility management logistics.

Metrics and Targets

Oracle has set long-term emissions-and energy-reduction goals including 100% renewable energy in its operations and data centers by 2025. In addition, Oracle has set a target to achieve net zero emissions by 2050 and to halve its greenhouse gas emissions (operational and supply chain) by 2030 relative to a 2020 baseline. This target has been approved by the Exponential Roadmap Initiative, an accredited partner of the United Nations Race to Zero. Oracle's goals for 2025 along with its net zero ambition for 2050 are aligned to reduce emissions per the Paris Agreement. Oracle is also actively engaged with its key suppliers to encourage them to reduce their emissions.

Oracle has an Inventory Management Plan (IMP) that documents Oracle's global Greenhouse gas and air pollutant emissions inventory reporting process. The GHG emissions reported in the inventory are gross GHG emissions and do not include any GHG emission trades, offsets or biological sequestration.

Reaching Oracle's Goals

Energy and Emissions

Goal: 100% renewable energy usage for Oracle Cloud Infrastructure (OCI) and Real Estate & Facilities

Global progress:

Regional information regarding Oracle Cloud can be found at Oracle's Cloud Regions webpage.

Location based emissions use emission factors defined by regional and international standards, including U.S Environmental Protection Agency (EPA), Department for Environment, Food and Rural Affairs (DEFRA), and International Energy Agency (IEA). Market based emissions calculations adhere to GHG Protocol Guidance on dual-reporting for Scope 2 emissions. The hierarchy employed for market-based Scope 2 data is as follows: Energy attributes certificates, supplier-specific emission rates, residual mix factors, and location-based grid average emission factors. Additional data, including emissions by region, are disclosed in Oracle's 2024 CDP Climate Change Questionnaire.

This statement has been prepared in accordance with the Company's regulatory obligation to report greenhouse gas (GHG) emissions pursuant to the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 which implement the government's policy on Streamlined Energy and Carbon Reporting.

Supply Chain

Goal: 100% of key suppliers have an environmental program in place

Goal: 80% of key suppliers have emissions reductions targets in place

Global progress:

Registered No. SC246876

Water and Waste

Goal: 33% reduction in potable water per square foot

Goal: 33% reduction in waste to landfill per square foot

Global progress:

NOTES:

(1) The following goals are measured relative to 2015 baseline. Potable water per square foot: 101.2 Waste to landfill per square foot: 1.01 The following goals are measured relative to a 2019 baseline: Employee air travel emissions: 173,807

(2) GHG protocol methodology used for emissions calculations with external verification. Energy, emissions, and renewable energy goals apply to Scope 1 and Scope 2. Scope 1 and Scope 2 emissions have been externally assured by a third party. Renewable energy is measured relative to total electricity consumption.

(3) The scope 2 Market-based methodology was introduced by the Greenhouse Gas Protocol in 2015.

(4) Water and waste goals are measured for Oracle-owned facilities and data centers.

(5) Key suppliers represent 80% + of the total supplier spend.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ORACLE GLOBAL SERVICES LIMITED

Opinion

We have audited the financial statements of Oracle Global Services Limited (the "Company") for the year ended 31 May 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes 1 to 25, including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We 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 other entities of public interest, 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.

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:

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 up to 28 February 2026.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company's ability to continue as a going concern.

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 this report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.

STATEMENT OF COMPREHENSIVE INCOME For the year ended 31 May 2024

The notes on pages 44 to 62 form an integral part of these financial statements.

STATEMENT OF FINANCIAL POSITION As at 31 May 2024

The notes on pages 44 to 62 form an integral part of these financial statements.

The financial statements on pages 41 to 62 were authorised for issue by the Board of Directors on 30 January 2025 and were signed on its behalf.

STATEMENT OF CHANGES IN EQUITY For the year ended 31 May 2024

NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 May 2024

1. General information

Oracle Global Services Limited is a private limited company incorporated in the United Kingdom with a registered address of Springfield, Linlithgow, Midlothian EH49 7LR, Scotland.

Oracle Global Services Limited, a company domiciled in the United Kingdom, derives revenue from the provision of Intercompany Services. The Company's registered number is SC246876. The Company does not contract with third parties for the provision of services. It does not distribute or sell Oracle Solutions. Rather, the Company supports Oracle Sales Affiliates by providing product development services and other IT support services, and sales and marketing services.

The immediate parent company and controlling party is Oracle Systems Corporation, a company incorporated in the State of Delaware, USA, whose registered office is 500 Oracle Parkway, Redwood Shores, California 94065. The ultimate parent undertaking and controlling party is Oracle Corporation, a company incorporated in the State of Delaware, USA.

2. Summary of material accounting policies

2.1 Basis of preparation

The financial information presented in these financial statements has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) and Interpretations issued by the International Accounting Standards Boards (IASB) and with International Accounting Standards (IAS) and International Financial Reporting Interpretations Committee (IFRIC) Interpretations. The financial statements have been prepared in accordance with applicable law and United Kingdom Accounting Standards issued by the Financial Reporting Council and the Companies Act 2006. The financial statements comply with Financial Reporting Standard 101 'Reduced Disclosure Framework' ('FRS 101') and the Companies Act 2006. The financial statements are prepared under the historical cost convention, unless otherwise stated.

The Company has however availed of the following disclosure exemptions available under FRS 101:

Equivalent disclosures for disclosure exemptions are included in the consolidated financial statements of Oracle Corporation and are available to the public and can be obtained from the Oracle website.

The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3.

New and amended standards and interpretations adopted by the Company

The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the preparation of the Company's annual financial statements for the year ended 31 May 2023, except for the adoption of the following new standards and frameworks effective as of 1 January 2023 and adopted by the Company effective 1 June 2023. Except as outlined below, the introduction of these standards did not have any material impact on the Company:

In line with the adoption of Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practical Statement 2), the Company has disclosed only material accounting policies. The Company has also provided required disclosures arising from the adoption of IAS 12 International Tax Reform Pillar Two Model Rules.

2.2 Going concern

The financial statements have been prepared under the historical cost convention, on the going concern basis and in accordance with the Companies Act 2006 and applicable accounting standards in the United Kingdom (including Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101)). The Company has considerable financial resources. As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully. After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence, based on the Directors' going concern assessment up to 28 February 2026. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

2.3 Foreign exchange translation

a) Functional and presentation currency

Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates ('the functional currency'). The financial statements are presented in 'Pounds Sterling', which is the Company's functional and presentation currency. All values are rounded to the nearest thousand (£'000).

b) Transactions and balances

Foreign currency transactions during the year are translated at the exchange rates prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into reporting currency at the closing rates of exchange prevailing at the reporting date. Non-monetary items, which are carried in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transaction.

Exchange differences from the transaction date to the time foreign currency denominated assets and liabilities are settled, as well as those arising from the translation of foreign currency denominated balances at the reporting date, are recognised in the Statement of Comprehensive Income.

2.4 Property plant and equipment

All property, plant and equipment (excluding freehold land which is stated at historic cost) are stated at historic cost, net of accumulated depreciation and accumulated impairment losses, if any. Historic cost includes expenditure that is directly attributable to the acquisition of property and equipment. Subsequent costs are included in the assets carrying amount or are recognised as a separate asset, as appropriate, only when it is probable that future economic benefits will flow to the Company and the cost of the item can be measured reliably. All other repair and maintenance costs, which do not meet these criteria, are recognised in the statement of Comprehensive Income during the financial period in which they are incurred. Construction in progress is stated at cost, net of accumulated impairment losses, if any.

The carrying value of the assets are reviewed at the end of the reporting period and in the event that impairment exists, the book value of the asset is reduced to its recoverable amount. The recoverable amount is the greater of the fair value of the asset less costs to sell or the value in use.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows:

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is included in the statement of Comprehensive Income when the asset is derecognised. The residual values, useful lives and method of depreciation of property, plant and equipment are reviewed and adjusted, if appropriate, at each financial yearend.

2.5 Taxes

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where the Company operates and generates taxable income. The Company shall offset current tax assets and current tax liabilities if the Company has a legally enforceable right to settle the current tax assets and liabilities, the current tax assets and liabilities relate to income taxes levied by the same taxation authority, and the Company intends to either settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

Current income taxes are recognised in the Statement of Comprehensive Income except to the extent that the tax relates to items recognised outside it, either in Other Comprehensive Income or directly in Equity. The Company periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

The following temporary differences are not provided:

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that enough taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in Other Comprehensive Income or directly in equity. In accordance with the requirements of IFRS 2, Share-based Payments, the Company recognises deferred taxes related to the excess of the tax deduction of share based payments over the cumulative remuneration expense charged to the Statement of Comprehensive Income directly to Equity.

The Company offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Sales tax

Expenses and assets are recognised net of the amount of sales tax, except:

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position.

Application of International Tax Reform Pillar Two model rules

In December 2021, the Organization for Economic Co-operation and Development (OECD) issued model rules for a new global minimum tax framework (Pillar Two), and various governments around the world have issued, or are in the process of issuing legislation on this. Pillar Two legislation was enacted in the UK, the jurisdiction in which the company is incorporated, which has come into effect for fiscal years beginning on or after 1 January 2024.The Company has undertaken an assessment of the potential exposure of Pillar Two income taxes and does not consider there to be any material impact.

Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, and subsequently measured at amortised cost, fair value through other comprehensive income (OCI), or fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Company's business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price determined under IFRS 15.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.

The Company's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

Subsequent measurement

Financial assets at amortised cost (debt instruments)

This category is the most relevant to the Company. The Company measures financial assets at amortised cost if both of the following conditions are met:

Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

The Company's financial assets at amortised cost includes amounts owed by group undertakings, prepayments and other income due and corporation tax paid on account.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily derecognised (i.e., removed from the Company's Statement of Financial Position) when:

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of its continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

Impairment of financial assets

The Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

The Company considers a financial asset in default when contractual payments are 360 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written-off when there is no reasonable expectation of recovering the contractual cash flows.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or payables as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of payables, net of directly attributable transaction costs. The Company's financial liabilities include amounts owed to group undertakings and trade and other payables and accruals.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. Gains or losses on liabilities held for trading are recognised in the Statement of Comprehensive Income.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Comprehensive Income.

2.7 Revenue

Revenue comprises service income which represents the amount reimbursed at a mark-up by Oracle America, Inc. for all services rendered by the Company as stipulated in the Service Agreement between both parties. Service income is earned at a mark-up as stipulated in the Service Agreement on certain operating costs incurred by the Company. Revenue is recognised when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Segmental analysis is not provided as in the opinion of the Directors the disclosures required by paragraph 68 of Schedule 1 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 ("the Regulations") would be seriously prejudicial to the interest of the Company and the Directors have availed of the exemption contained within paragraph 68(5) of Schedule 1 of the Regulations.

2.8 Share based payments

Employees of the Company receive remuneration in the form of share-based payment transactions under Oracle's Corporation Employee Option Plan, whereby employees render services as consideration for equity settled instruments (including restricted stock-based awards) of the Company's ultimate parent. The cost of these equity-settled share based payment transactions with employees is measured by reference to the fair value of the options at the date on which the options are granted. This cost is recognised in the Statement of Comprehensive Income as an employee benefit expense with a corresponding increase in Equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the employees become fully entitled of the award ("the vesting date"), normally of four years.

The fair value is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the non-tradeable nature of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. The fair value of restricted stock-based awards is based on the market value of shares at grant date. Refer to Note 20 for additional information.

The fair value of the options granted excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At the end of each reporting period, the Company revises its estimate of the number of options that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate.

The cumulative expense recognised at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company's best estimate of the number of options that will ultimately vest. The charge or credit to profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.

No expense is recognised for options that do not ultimately vest, except for options where vesting is conditional upon a market or non-vesting condition, which are treated as vested irrespective of whether or not the market condition or nonvesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. In the case where the option does not vest as the result of a failure to meet a non-vesting condition that is within the control of the Company or the employee, it is accounted for as a cancellation. In such case, the amount of the compensation cost that otherwise would be recognised over the remainder of the vesting period is recognised immediately in profit or loss upon cancellation.

Where the terms of an equity-settled award are modified, the minimum expense recognised is the expense if the terms had not been modified. An additional expense is recognised for any modification, which increases the total fair value of the share-based payment arrangement or is otherwise beneficial to the employee as measured at the date of modification.

Where an equity settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.

2.9 Research and development costs

Research and development expenditure, other than on fixed assets, is expensed to the Statement of Comprehensive Income in the year in which it is incurred. The Company qualifies for the Research and Development Expenditure Credit (RDEC) scheme administered by the UK taxation authorities. This credit is recognised as a reduction in administrative expenses as soon as there is reasonable assurance that the Company will comply with all the conditions of the tax credit and that tax credit becomes allowable against the income tax base of the current and preceding years.

2.10 Dilapidations

Provision has been made, in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets, for the costs expected to be incurred in returning leasehold premises to their original state when exiting at the conclusion of the agreement. The provision has been estimated using information provided by property surveyors.

2.11 Leases - the Company as lessee

The Company assesses at contract inception whether a contract is, or contains, a lease; that is, if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, and lease payments made at or before the commencement date, less any lease incentives received. Right-of-use assets identified under the standard are depreciated on a straight-line basis over the shorter of the lease term or the estimated useful lives of the assets.

The lease liabilities are initially measured at the present value of lease payments to be made over the lease term. The lease payments include: fixed payments less any lease incentives receivable; variable lease payments that depend on an index or a rate; and amounts expected to be paid under residual value guarantees. Lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company, and payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate. When the lease liability is re-measured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use assets, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Company applies the short-term lease recognition exemption to short-term facilities leases. It also applies the lease of low-value assets recognition exemption to leases that are considered low value. Lease payments on short-term leases and/or leases of low value assets are recognised as an expense in the Statement of Comprehensive Income on a straight-line basis over the lease term.

The Company's right-of-use assets are included as a separate line item, and the current and non-current portion of lease liabilities are included as part of Creditors within the Statement of Financial Position.

The Company determines whether the arrangement was or contains a lease based on the assessment of whether:

2.12 Provisions and contingencies

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of past events; it is probable that an outflow of cash or other economic resources will be required to settle the obligation; and the amount of the obligation can be estimated reliably. Provisions are not recognised for future operating losses.

A provision is made for accumulated employee benefits as a result of employees rendering services up to the reporting date. These benefits include salaries and wages, annual leave and long service leave, bonus and commissions. All on-costs, including payroll tax, workers compensation premiums, and insurance are included in the determination of the provision.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed.

The Company reviews the status of each contingency and assesses its potential financial exposure. The company recognises a provision for legal and other contingencies when the loss is considered more likely than not; it is probable that an outflow of resources embodying economic benefits will be required to settle the liability, and a reliable estimate can be made of the amount of the liability.

2.13 Current versus non-current classifications

The Company presents assets and liabilities in the Statement of Financial Position based on current/non-current classification. An asset is current when it is expected to be realised or intended to be sold or consumed in the normal operating cycle, held primarily for the purpose of trading, expected to be realised within twelve months after the reporting period, or cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current.

A liability is current when it is expected to be settled in the normal operating cycle, it is held primarily for the purpose of trading, it is due to be settled within twelve months after the reporting period, or there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification. The Company classifies all other liabilities as non-current. Deferred tax assets classified as non-current assets.

3. Critical accounting estimates and judgements

The preparation of the Company's financial statements requires management to make judgments, estimates and assumptions that may affect the reported amount of assets and liabilities, revenues, expenses and the resultant provisions and fair values. Such estimates are necessarily based on assumptions about several factors and actual results may differ from reported amounts.

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 and in any future periods affected. The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are addressed below.

3.1 Impairment of Financial assets

The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation based on the Company's past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

3.2 Share-based payments

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in note 20 to the financial statements.

3.3 Taxes

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies.

4. Directors' emoluments

The Directors have received remuneration in respect of qualifying services to the Company and its subsidiaries for the year ended 31 May 2024 in the aggregate amount of £2,000 (2023: £2,000).

5. Staff costs

Staff costs exclude restructuring costs as disclosed in note 8. Pension costs relate to contributions made by the Company to a defined contribution scheme for its employees. The average number of persons employed by the Company during the year was as follows:

6. Interest payable and similar charges

7. Interest receivable

8. Profit on ordinary activities before taxation

(i) Auditors remuneration in current and prior year relates to statutory audit services. No other non-audit services were provided by the statutory auditors in the current or previous periods.

(ii) Restructuring costs above relate to a restructuring initiative. The cost of £8,576,000 (2023:£13,709,000) relates to severance and facility restructuring which had a tax impact of £2,144,000 (2023: £2,742,000).

9. Taxation charge (credit) on profit on ordinary activities

a) Analysis of charge (credit) in the year:

(b) Factors affecting the tax charge of the year

The tax assessed on the profit on ordinary activities for the year 2024 is 25% and the previous year is blended standard rate of corporation tax in the UK (2023 - 20.00%). The differences are reconciled below in note 9 (c).

(c) Taxation charge (credit) on profit on ordinary activities

10. Property, plant and equipment

11. Intangible assets

12. Right-of-use assets

The Company has lease contracts for facilities used in its operations. Set out below are the carrying amounts of rightof-use assets recognised and the movements during the period:

Set out below are the carrying amounts of lease liabilities and the movements during the period. When measuring liabilities, the Company discounted lease payments using its incremental borrowing rate.

The following is an analysis of lease liabilities as of 31 May, by relevant maturity groupings based on contractual maturities.

The following are the amounts recognised in the Statement of Comprehensive Income:

The Company's obligations under its leases are secured by the lessors' title to the leased assets.

Set out below are the undiscounted potential future rental payments relating to periods following the exercise date of extension and termination options that are not included in the lease term because the Company is not reasonably certain to exercise these options:

13. Debtors

Amounts owed by group undertakings are unsecured, due on demand and have no fixed repayment dates. The Directors consider the carrying amount of the above financial assets to be a reasonable approximation of their fair value.

Amounts falling due after one year:

The amount owed by group undertakings represents an unsecured loan that is repayable on or before 31 January 2029. The interest rate attached is 1.71% per annum. The Directors consider the carrying amount of the above financial assets to be a reasonable approximation of their fair value.

14. Creditors

Amounts owed to group undertakings are unsecured, due on demand and have no fixed repayment dates. The Directors consider the carrying amount of the above financial liabilities to be a reasonable approximation of their fair value. Trade payables are non-interest bearing and are normally settled within the agreed payment terms. Accrued expenses include primarily employee related expenses, bonus and commission payments, and accrued facility costs.

The amount owed to group undertakings represents an unsecured loan that is repayable on or before 6 November 2029. The interest rate attached is 8.3% per annum. The Directors consider the carrying amount of the above financial liabilities to be a reasonable approximation of their fair value.

15. Provisions for liabilities

16. Deferred taxation

The recognised net deferred tax asset at 31 May 2024 totals £23,244,000 at the enacted rate of 25% (2023: £23,512,000 at the enacted rate of 25%) and is comprised as follows:

There was an unrecognised deferred tax asset as at 31 May 2024 for unrelieved foreign tax of £127,000 at 25% (2023: £27,000 at 25%) the recoverability of which is uncertain.

17. Called up share capital and reserves

Share premium represents the excess of proceeds received from issuance of shares over the par value of those shares.

During the year ended 31 May 2023, 1 ordinary share of £1 was issued to Oracle Systems Corporation, the immediate controlling party, and a total of £2,652,774 was recognised as share premium from this issuance. Merger reserve represents the excess of the consideration paid over the carrying value of the net assets and liabilities acquired related to certain business combinations under common control. Other reserves relate primarily to the share-based payments made to employees of the Company. The profit and loss account reserve represents accumulated comprehensive income for the financial year and prior financial years.

18. Pension commitments

The Company operates a defined contribution scheme for all employees. The assets of the scheme are held separately from those of the Company in an independently administered fund. The Company's pension charge for the year amounts to £10,444,000 (2023: £10,364,000) during the year. The unpaid contribution outstanding at the year end, included in accruals, is £ nil (2023: £2,984,000).

19. Immediate and ultimate parent undertaking

The immediate parent company and controlling party is Oracle Systems Corporation, a company incorporated in the State of Delaware, USA, whose registered office is 500 Oracle Parkway, Redwood Shores, California 94065.

The smallest and largest group in which the results of Oracle Global Services Limited are consolidated is that headed by Oracle Corporation, a company incorporated in the State of Delaware, USA, whose principal place of business is 2300 Oracle Way, Austin, Texas 78741. The consolidated financial statements of Oracle Corporation are available to the public from this address. Copies of Oracle Corporation's consolidated financial statements are also available on the Oracle website: http://www.oracle.com/us/corporate/investor-relations/index.html.

The ultimate parent undertaking and controlling party is Oracle Corporation, a company incorporated in the State of Delaware, USA.

20. Share based payments

The ultimate parent undertaking, Oracle Corporation, awards stock options under the equity plan. Generally, stock options vest from one to four years from the date of grant, have a 10-year option life, and the exercise price equals or exceeds the market price on the date of grant.

Share based payment expense was £55,074,000 for the year ended 31 May 2024 (2023: £47,278,000). During the years ended 31 May 2024 and 31 May 2023, no new share options were issued.

The Company uses the implied volatility of its publicly traded, longest-term options in order to estimate future stock price trends, as the Company believes that implied volatility is more representative of future stock price trends than historical volatility. The fair value of the unvested portion of share-based payments granted is recognised over the remaining service period using the accelerated expense attribution method, net of estimated forfeitures.

In determining whether an award is expected to vest, the Company uses an estimated, forward-looking forfeiture rate based upon its historical forfeiture rates. Stock-based compensation expense recorded using an estimated forfeiture rate is updated for actual forfeitures annually. The expected life input is based on historical exercise patterns and post vesting termination behaviour.

The risk-free interest rate input is based on United States Treasury instruments. The expected dividend rate was zero prior to the first dividend declaration by Oracle Corporation on 18 March 2009, as Oracle Corporation did not historically pay cash dividends on its common stock, and did not anticipate doing so for the foreseeable future, for grants issued prior to 18 March 2009. For grants issued subsequent to 18 March 2009, an annualised dividend yield, based on the per-share dividend declared by the Oracle Corporation Board of Directors, was used.

Share options are offered on a combined option and deferred sale basis. Options vest over a period of four years (depending on the option type), as long as the employee is in the employment of Oracle on the anniversary of the grant date. All shares must be taken up by way of payment to the group of the exercise price and any applicable withholding taxes, or pursuant to a broker-assisted "cashless exercise arrangement" by no later than ten years after the date of the grant. The exercise price is not less than the market value of the ordinary shares of Oracle Corporation on date of grant. In the case of termination of service due to termination or retirement, any vested shares must be exercised by the earlier of three months or the original expiration date with unvested shares being forfeited. In the event of termination due to disability or death, vested shares must be exercised by the earlier of twelve months or the original expiration date, with unvested shares being forfeited (with the exception that terminations due to death allow accelerated vesting of two years).

The number of share options exercised during the year was 102,806 (2023: 370,972) and the weighted average price at the date of exercise was £31.07 (2023: £28.42). The specific exercise prices and weighted average remaining contractual life of options outstanding as at the balance sheet date are as follows:

21. Commitments and Contingencies

The company had no capital commitments as at 31 May 2024 (2023: £ nil). For details of the operating lease commitments, refer to note 12. The Company had an overdraft facility of £1,995,000 (PLN 9,971,500) ((2023: £1,142,000 PLN 5,944,000)). The facility was not utilised at 31 May 2024 (2023: £ nil).

22. Merger reserve

During the year ended 31 May 2023 Oracle Global Services Limited acquired employees and certain assets and liabilities associated with those employees of Cerner Limited (UK) and Diamond (KH) UK Asset Co Limited from Cerner Ireland Limited. The consideration was satisfied by the issuance of share capital at a premium (see note 17), reduced by cash received to reduce the consideration in respect of additional liabilities purchased. The consideration in excess of the net liabilities was included in merger reserve.

23. Acquisitions

During the year ended 31 May 2024, Next Technik Ltd was acquired by paying a consideration of £34,634 in cash.

24. Events since the year end

The Belgian branch of the Company was deregistered after the year end, on 25 June 2024.

Other than as described in these financial statements there were no significant events since the year end affecting the Company which require adjustment to or disclosure in the financial statements.

25. Approval of financial statements

The Directors approved the financial statements and authorised them for issue on 30 January 2025.