Shareholder Rights Directive II – Shareholder Engagement Policy

This policy applies to Oceanwood Capital Management LLP (the “Firm” or “Oceanwood”). Oceanwood complies with the requirements of the Shareholder Rights Directive (“SRD II”) as implemented in the UK.

Where the Firm manages assets for occupational pension scheme or life assurance clients, investors referred to collectively as ‘SRD institutional investors’, it will provide additional client-by-client disclosures to its clients and, further, to other (non-client) investors as and when such requests are made. Such additional disclosures include: information on the Firm’s engagement policy and key portfolio level information including risks, composition, turnover costs and conflicts.

Where the presence of such an investor cannot be readily ascertained by the Firm, it will provide the required information upon request.

The first annual disclosure will be made available for the period ending January 2022.

Strategy

Oceanwood provides services with respect to a broadly defined event-driven investment programme. The Firm employs a highly opportunistic approach framed by an expected value investment methodology and looks to invest in the securities of companies undergoing significant change. A variety of arbitrage and directional strategies are employed in both equity and credit markets, to take advantage of the best opportunities. The nature of the positions held, and specific strategies employed, changes as the business or credit cycle unfolds.

Oceanwood sees engagement as an integral part of its investment process and has a long history of engagement and active ownership and Oceanwood engages with the management teams of investee companies where relevant and appropriate.

Financial and non-financial performance and risk

The Firm actively monitors the financial performance of its investee companies by reviewing financial and other information provided by such companies, available from public sources and produced by third parties, regarding the companies’ operational and business structures and strategies; their short, medium and long term growth strategies and forecasts, the key areas of business risk and other heads of risk the company is susceptible to and what measures the company has in place to address and mitigate such risks, the outlook of the companies and the relevant industry, sector and/or geography.

The Firm assesses non-financial performance factors where it considers that those factors have or may have an impact on or inform the current and future financial performance of an investee company.

Capital structure

Oceanwood invests throughout the capital structure and will analyse the capital structure of investee companies before investment. The Firm will evaluate proposed changes to an investee company’s capital structure in light of the investment objective with respect to that specific investment. The Firm reviews information available to the shareholders regarding the management of its investee companies, including proposals for shareholder approval, decisions made by the board of directors, executive compensation, board composition and other senior level recruitment.

Social and environmental impact and corporate governance

Oceanwood has integrated Environmental, Social and Governance (“ESG”) factors within the ethos and culture of the Firm, and within the investment process. ESG has always been at the core of Oceanwood’s investment philosophy, and the Firm has a deep-rooted history of engagement and activism with portfolio companies on ESG issues, with an objective of improving the financial health of the company.

The ultimate objective of including ESG factors in investment analysis and decisions is to better manage risks and improve returns. This is in line with each of the Funds’ overall investment objectives and aligns with Oceanwood’s fiduciary duty to maximise value for its investors. Oceanwood believes that being active owners and responsible investors results in companies with better ESG profiles and characteristics in the long-run, ultimately maximises value for Oceanwood’s investors.

Oceanwood’s approach to these factors can be found in more detail in our ESG disclosure (https://oceanwood.com/esg).

Dialogue with investee companies

As an event driven investor shareholder activism is a key investment strategy of the Firm and Oceanwood engages with the management teams of investee companies where relevant and appropriate. The Firm applies a ‘soft’ style of activism, which often involves communicating its views on matters such as governance to management or the board of the investee company, but it rarely involves pushing the investee company for change in public.

Outside of activist positions, the Firm regularly communicates with investee companies, such conversations typically taking place between Oceanwood’s analysts and the investor relations departments or management of the investee company.

Exercise of voting rights

In addition to the direct engagement activities noted above, Oceanwood also demonstrates active ownership through proxy voting. Oceanwood has a separate Proxy Voting Policy, which has been summarised below.

Voting decisions are made by Oceanwood in accordance with its fiduciary duty to its clients and in line with relevant regulatory requirements, including the US Department of Labor guidance for ERISA Plan fiduciaries charged with the voting of proxies.

If a position is held on swap and Oceanwood would not be able to cast a vote, for certain positions where voting on a decision is integral to the investment thesis, the position may be converted into cash in order to vote in a company meeting. If securities are lent out (e.g. via repo), they may be recalled in order to cast a vote on pertinent matters.

Cooperation with other shareholders

Oceanwood does not typically liaise with other shareholders or stakeholders of investee companies. However, to the extent permitted by relevant law and/or regulation, Oceanwood may consider doing so if it is considered appropriate and beneficial.

Oceanwood may share its views on certain topics with other shareholders without actually cooperating with them.

Communication with relevant stakeholders of investee companies

Oceanwood invests throughout the capital structure and is not restrained to just equity positions. Therefore, it may communicate with other non-equity stakeholders, to the extent permitted by law and/or regulation, to either obtain further information or insight and share views on an investee company.

Oceanwood has also written to governments and authorities from time to time to encourage them to take certain actions.

Relevant non-equity stakeholders include creditors, public authorities, institutions, etc.

Conflicts of interest

The Firm has numerous policies and procedures aimed at managing conflicts of interests and maintains a register of potential and actual conflicts of interest which are supplemented by a register of the outside business interests of staff members. The Firm will consider any actual or potential conflicts of interest which may arise as a result of its shareholder engagement activities, and the Firm will manage any such conflicts of interest appropriately. Where the Firm faces a material conflict that it is unable to manage or prevent, it is the Firm’s policy to disclose this to the client(s) concerned prior to taking any action.

Commitment to the UK Stewardship Code

Under Rule 2.2.3R of the FCA's Conduct of Business Sourcebook, Oceanwood Capital Management LLP ( “Oceanwood”) is required to disclose the nature of its commitment to the UK Financial Reporting Council's Stewardship Code (the "Code") or, where it does not commit to the Code, its alternative investment strategy. The Code is a voluntary code and sets out a number of principles relating to engagement by investors with UK equity issuers. Investors that commit to the Code can either comply with it in full or choose not to comply with aspects of the Code, in which case they are required to explain their non-compliance.

Oceanwood employs a European-focused event-driven investment strategy which involves, among others, investments in equities, including UK equities. The Code is therefore relevant to only certain aspects of Oceanwood's investment process. While Oceanwood generally supports the objectives that underlie the Code, Oceanwood has chosen not to commit to the Code. Oceanwood invests in a variety of asset classes and in a variety of jurisdictions and its approach in relation to the engagement with issuers and their management will vary on a case by case basis. Therefore, Oceanwood does not consider it appropriate to commit to any particular voluntary code of practice relating to any individual jurisdiction or asset class.

No consideration of sustainability adverse impacts

Oceanwood Capital Management LLP does not currently consider the principal adverse impacts of investment decisions on sustainability factors in accordance with Article 4 of the SFDR, as the detailed rules and guidance regarding such disclosure have not been finalised.

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TERMS AND CONDITIONS OF USE

In these Terms and Conditions of Use, references to "you" and "your" are references to any person using or accessing (or attempting to use or access) this site.

Information on this Site

The information on this site is issued by Oceanwood Capital Management LLP ("Oceanwood"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom and is an SEC Registered Investment Adviser. Registration with the United States Securities and Exchange Commission does not imply a certain level of skill or training. The information on this site is directed only at persons or entities in any jurisdiction or country where such access to information contained on this site and use of such information is not contrary to local law or regulation. Accordingly, all persons who access this site are required to inform themselves of and to comply with any such restrictions.

Oceanwood Capital Management Limited is authorized and regulated by the Malta Financial Services Authority (“MFSA”) and is an SEC Registered Investment Adviser. Registration with the United States Securities and Exchange Commission does not imply a certain level of skill or training.

Investments in Oceanwood managed funds or portfolios should only be made by persons with professional experience of participating in such funds or portfolios.

The distribution of the information contained in this Website in certain countries may be restricted by law and persons who access it are required to inform themselves and to comply with any such restrictions and Oceanwood disclaims all responsibility if you access or download any information from this site in breach of any law or regulation of the country in which you are residing.

No information or material herein is to be deemed a recommendation to buy or sell any securities or should be relied upon for the purpose of making or communicating investment or other decisions. In addition, no information, content or other materials contained herein should be construed or relied upon as investment, legal, accounting, tax or other professional advice or in connection with any offer or sale of securities. You will only be able to invest after receiving a final prospectus and subscription document. Any decision to invest should be based on the final prospectus document and you should take independent advice if necessary.

Past Performance

Performance data quoted represents past performance and does not indicate future results. Future returns are not guaranteed and a loss of principal may occur. Investment in unregulated funds carries the risk of potential total loss of capital.

All performance figures contained on this website are estimated and based on preliminary unaudited financial information.

Information that is provided on this website is based upon information included in Oceanwood records, as well as, information received from third parties. In the event of any discrepancy between the information contained herein and the information contained in an investor's monthly account statement, the latter shall govern.

Accuracy of Information

The information contained on this site (including any expression of opinion or forecast) has been obtained from, or is based on, sources believed by Oceanwood to be reliable, but is not guaranteed as to its accuracy or completeness. Such information is provided without obligation on the part of Oceanwood and on the understanding that any person who acts upon it or changes his investment position in reliance on it does so entirely at his own risk.

Information posted on this site is current only as at the date it is first posted and may no longer be true or complete when viewed by you. All information contained on this site may be changed or amended without prior notice although Oceanwood does not undertake to update this site regularly. No representation, warranty or undertaking is given as to the accuracy or completeness of the information contained on this site by Oceanwood or any of its associated companies and no liability is accepted by such persons for the accuracy or completeness of such information. In no event will Oceanwood or any of its associated companies be liable to any person for any direct, indirect, special or consequential damages arising out of any use of the information contained on this site, or on any other hyper-linked site, including, without limitation, any lost profits, business interruption, loss of programs or data on your equipment, or otherwise, even if Oceanwood is expressly advised of the possibility or likelihood of such damages.

You should be aware that the Internet is not a completely reliable transmission medium. Oceanwood does not accept any liability for any data transmission errors such as data loss or damage or alteration of any kind, including, but not limited to any direct, indirect or consequential damage, arising out of the use of the products or services referred to herein.

Material Interests

Oceanwood and its affiliates, directors, officers and/or employees may have holdings in the investment funds referred to on this site and may otherwise be interested in transactions that you effect in those funds.

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Copyright, trademarks, database rights, patents and all similar rights in this site and the information contained in it are owned by Oceanwood, its licensors or relevant third party content providers. You may use the information on this site and reproduce it in hard copy for your personal reference only. Such information may not otherwise be reproduced, distributed or transmitted to any other person or incorporated in any way into another database, document or other materials. Nothing on this site should be considered as granting any licence or right under any trademark of Oceanwood or any third party.

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Data Protection

Oceanwood collects certain personal information about you such as your name, address, telephone number, email address details and other information when it is voluntarily submitted to Oceanwood on this site, including in connection with its customer registration procedures. Oceanwood uses this information to ensure compliance with its obligations under the regulatory requirements and for its own internal purposes.

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