SRD II Annual Disclosure for Period Ending December 31^st, 2024

COBS 2.2B.6R (1)

Our guiding principles in carrying out proxy voting are:

• Prefer proposals which, in the Company’s vision, tend to maximize economic value for clients;
• Prefer proposals which, in the Company’s vision, tend to maximize the investment objectives agreed with clients;
• Make decisions that are not influenced by conflicts of interest and
• Take into account the cost factor for the Sub-Funds (ex. voting or sharing fees).

Regarding the collective investment funds managed by the Company, the delegation of votes and the related right to act is established in the “Portfolio Manager Agreement” between the Company and the Collective Investment Fund. In the event of dedicated funds (single investor), this right and the related obligations are specified in the documents and agreements concerning the management mandate.

In any case, the Company, when fulfilling its obligations regarding the exercise of the voting rights described above, maintains the guiding principle that each share must be for the exclusive benefit of the funds/investors.

COBS 2.2B.6R (2)

Strategy
The companies’ objectives and business plan are reviewed against the portfolio strategic aims set by the Firm Investment Committee based on macroeconomic projections and economic trends.
Companies must produce adequate returns for shareholders over the long term. Companies must also have due regard for other stakeholders including lenders, employees, communities, customers, suppliers, regulators and the environment in order to have viable business models that create value over the long term.

Financial and non-financial performance and risk
The company financial performance, in particular earning and growth data is analysed in comparison both to market peers and defined financial targets.
Further to this the company performance in meeting their goals, management ability to deal with challenges are considered.
The firm also is reviewed against having adequate Reporting, Auditing and Internal Controls.

Capital structure
Companies should earn a return on capital that exceeds the company’s weighted average cost of capital. Companies should have efficient balance sheets that minimise the cost of capital, with an appropriate level of gearing which recognises the significant risks attaching to debt across the cycle.

Where companies cannot or will not use capital efficiently, they should consider returning the capital to shareholders: the capital may then be allocated to investments earning an appropriate return. Capital should not be used for value destroying acquisitions

Social and environmental impact and corporate governance
We examine E&S performance and resolutions on a case by case basis according to the Firm ESG Policy.

COBS 2.2B.6R (3)

COBS 2.2B.6R (4)

To that end, the Firm has created a Proxy Voting Committee consisting of the CIO, the CEO and Compliance to consider any issues related to proxy matters.
We carefully consider all aspects of the issues presented by a proxy matter, and depending upon the particular client requirements, we may vote differently for different clients on the same proxy issue. For example, one client may have specific policies on a particular proxy issue that may lead the Firm to cast a ‘no’ vote, while the policies of another client on that same issue may lead the Firm to cast a ‘yes’ vote.

We have established effective strategies for determining when and how any voting rights held in client portfolios are to be exercised, to the exclusive benefit of the portfolio and its underlying investors concerned. The strategy includes measures and procedures for:

• Monitoring relevant corporate actions;
• Ensuring that the exercise of voting rights is in accordance with the investment objectives and policy of the relevant portfolio; and
• Preventing or managing any conflicts of interest arising from the exercise of voting rights.

Absent special client circumstances or specific client policies or instructions, the Firm will vote as follows on the issues listed below:

• Vote for stock option plans and other incentive compensation plans that give both senior management and other employees an opportunity to share in the success of the investee company. However, consideration may be given to the amount of shareholder dilution, and any performance hurdles that must be met.
• Vote for programs that permit an investee company to repurchase its own stock.
• Vote for proposals that support board independence (e.g. declassification of directors, or requiring a majority of outside directors).
• Vote for management proposals on the retention of outside auditors. Consideration may be given to the non-audit fees paid to the outside auditor.

With respect to the wide variety of social and corporate responsibility issues that are presented, the Firm’s general policy is to take a position in favour of policies that are designed to advance value for all stakeholders of the investee company.

However, the SGR may waive the exercise of voting rights upon the occurrence of one or more of the following conditions:

• the shares held refer to a short-term investment and the effects the decisions taken could therefore not be reflected in the management results;
• the equivalent value of the equity investment despite being significant compared to the capital of the Issuer is negligible compared to the assets of the Fund for which the decisions are made adopted would have a negligible contribution to the operating result;
• it is not considered appropriate to block the share from trading for the period of the meeting;
• the securities are subject to securities lending and there is no wish to recall them;
• any other condition which makes the exercise of the rights of vote.

COBS 2.2B.6R (5)

COBS 2.2B.6R (6)

COBS 2.2B.6R (7)

To ensure that proxy votes are voted in a client’s best interest and unaffected by any conflict of interest that may exist, the Firm will vote on a proxy question that presents a material conflict of interest between the interests of a client and the interests of the Firm as follows:

• If one of the Firm’s general proxy voting policies described above applies to the proxy issue in question, the Firm will vote the proxy in accordance with that policy. This assumes, of course, that the policy in question furthers the interests of the client and not of the Firm;
• However, if the general proxy voting policy does not further the interests of the client, the Firm will then seek specific instructions from the client;
• In any other cases the Firm will follow the principles and policies set out in the general Conflict of Interest Policy of the Firm.

COBS 2.2B.7R (1)

COBS 2.2B.7R (2)

COBS 2.2B.7R (1)

COBS 2.2B.7R (1)