Shareholder Rights Directive Disclosure

COBS 2.2B.7 of the FCA handbook requires Oceanwood Capital Management LLP (“Oceanwood” or the “Firm”) to disclose annually: a general description of our voting behaviour; an explanation of the most significant votes and; a reporting on the use of the services of proxy advisors. This disclosure addresses these in turn for the year ending 31 December 2021.

1. General description of voting behaviour

Oceanwood is an event driven manager which relies on fundamental research. Oceanwood sees engagement as an integral part of its investment process. Oceanwood engages with the management teams of investee companies where relevant and appropriate. This ‘soft’ style of activism often involves Oceanwood communicating its views on matters such as governance to management or the board of the investee company prior to meetings and votes, therefore we rarely push investee companies for change in public or vote against management proposals.

In line with our proxy voting policy Oceanwood will vote each proxy in accordance with its fiduciary duty to its clients. Oceanwood will vote proxies to the exclusive benefit of the client concerned and its investors.

During 2021 Oceanwood’s investee companies held 17 meetings with company management discussing a wide variety of topics from general strategy to individual areas of interest or concern. Oceanwood also holds a board seat in a few investee companies, which necessitates direct and active involvement with the board and management of the company.

There were 153 company voting resolutions during 2021. We voted on 139 of these resolutions and voted with management in each case.

2. How significant votes have been cast

In March 2021 Liberbank SA held an ordinary general meeting followed by an extraordinary general meeting to approve the merger with Unicaja Banco SA. Oceanwood supported this merger and its views were know by the board, on which Oceanwood is represented, and by other shareholders. Oceanwood was not able to vote its shares at this time as we were awaiting regulatory approval from the bank of Spain following a reorganisation of the management group.

3. Use of the services of proxy advisor

The Firm utilises services from Broadridge Proxyedge to receive information on proxies and to record votes submitted. We do not however use their advisory service because our Fund Managers review resolutions and make their own decisions on what they believe is in the best interest of our clients.

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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