EURONOVA ASSET MANAGEMENT UK LLP

Shareholder Engagement Policy (February 2026)

This Policy describes the approach adopted by Euronova Asset Management UK LLP ('Euronova' or 'the firm') as a regulated investment manager in relation to industry legislation and guidance related to engaging with shareholders. This Policy will be reviewed on a regular basis and at least annually.

Euronova is an independent Investment Manager which currently has one client. It provides investment management services to one collective investment scheme funds as follows:

EU Shareholder Rights Directive

The EU Shareholder Rights Directive ('SRD II') was implemented in the UK on 10 June 2019 and requires asset owners (institutional investors) and asset managers of securities which are traded on EU regulated markets to make disclosures about their long term investment strategies, their arrangements with each other and their engagement with the companies they invest in. The new rules build on previous legislation and seek to improve transparency by enhancing the flow of information across the institutional investment community, and by promoting common stewardship objectives between institutional investors and asset managers.

As a result of this, also from 10 June 2019, the Financial Conduct Authority ('FCA') amended its rules at COBS 2.2 rules to implement SRD II for the asset managers it regulates, with the key rule changes at COBS 2.2B as follows:

The transparency requirements apply to asset managers, including MIFID investment firms, alternative investment fund managers (AIFMs) (excluding 'small' AIFMs), UCITS management companies, self-managed UCITS funds and FCA-regulated insurers.

Whilst this may not cover the full universe of institutional investor, the SRD II requirements should also be considered alongside the Financial Reporting Council's Stewardship Code as described below.

Therefore in accordance with COBS 2.2B, where Euronova is providing portfolio management services, (but not where it is acting as a small authorised (subthreshold) alternative investment manager under the AIFMD), it is required by the Financial Conduct Authority (FCA) as the UK regulator to disclose on its website either:

(a) an Engagement Policy describing how it conducts and monitors shareholder engagement on behalf of its investee companies, and an annual update on how this policy has been implemented; or
(b) a clear explanation of why it has chosen not to comply with these requirements.

Euronova's Position under the SRD II

As Euronova is acting as AIFM to the ESCF, these activities are out of scope of the SRD II disclosure requirements.

Stewardship and the UK Stewardship Code

Stewardship is defined under the UK Stewardship Code 2026 (the Code) as "the responsible allocation, management and oversight of capital to create long-term sustainable value for clients and beneficiaries". Essentially, it is the process of intervention to make sure that the value of assets invested is preserved and enhanced over time.

Good stewardship seeks to discourage short-termism and influence the numerous factors that impact long-term value, such as: effective management of conflicts of interest, risk management, operational performance, remuneration, corporate governance, reporting and disclosures of material financial and non-financial factors.

Under FCA rules COBS 2.2A.5 and 2.2.3, the FCA requires investment managers to publicly disclose the extent of their commitment to the Code. This is a voluntary code which was originally published by the Financial Reporting Council ('FRC') in July 2010 and last updated with effect from January 2026. The purpose of the Code is to establish the core Principles of effective stewardship and to set a high standard of transparency to enhance the quality of engagement between institutional investors and investee companies to help improve long term returns to shareholders and the efficient exercise of governance responsibilities.

For firms that are in scope of the Code, this is applied on a 'apply or explain' basis. Compliance with this Code is not mandatory and the FRC recognises that not all parts of the Code will be relevant to all institutional investors.

However the FCA requires all regulated firms which manage investments on behalf of professional clients (including collective investment vehicles) to disclose the nature of their commitment to the Code or where they do not commit to the Code, their alternative investment strategy.

The 2026 Code focuses on outcomes for investors and recognises that asset owners and asset managers play an important role as guardians of market integrity and in minimising the impact of systemic risks on the investments in their portfolios.

It lists the following activities as coming within the meaning of the above term:

The 2026 Code contains a reduced number of principles from previous versions and are separated into those for asset owners and asset managers and those for service providers. The Code also contains two sets of disclosures for each category of firm. The six principles for asset managers and asset owners are:

  1. Integrating stewardship and investment
  2. Promoting well-functioning markets
  3. Engagement
  4. Exercising rights and responsibilities
  5. Selection and oversight of managers
  6. Monitoring service providers

When applying the Principles, the Code also encourages consideration of the following:

A link to the most recent Code is attached here and includes a description of reporting requirements and guidance for relevant firms.

Euronova's Position under the Stewardship Code

ESCF

With regard to the Stewardship Code, the investment objective of the ESCF is to achieve capital growth by investing in smaller capitalisation European companies. Euronova draws upon the extensive experience of its investment team to build a portfolio of fundamental positions, both long and short. The dedicated stock picking is based on knowledge and information obtained by means of extensive company contact and in depth fundamental analysis. We seek to generate Alpha for the ESCF from long and short positions, whilst using index futures to reduce both long and short net exposure, when appropriate.

The ESCF invests in a number of different asset classes, including in Contracts for Differences (CFD's) where voting rights do not apply.

We do not have a fixed policy for proxy voting for the ESCF and would only vote where we believe it is in our underlying investors' interests to do so. The ESCF has often voted by proxy via its Custodian, but would not normally vote on a collective basis with other investors.

Therefore, although Euronova supports the aims set out within the Code and certain of its Principles and also supports good corporate governance of investee companies, specific provisions of the Code are not deemed to be proportionate to the type of investment strategy and trading currently undertaken on behalf of its clients. We arrange for investments in a variety of different jurisdictions and therefore we do not consider it appropriate to commit further to any particular voluntary code of practice relating to individual jurisdictions at this stage.

Should this change in the future, we will review our commitment to the Code at that time and make appropriate further disclosure.