Engagement Policy Development – Shareholder Rights Directive (Directive (EU) 2017/828)

The Revised Shareholder Rights Directive (SRD II) aims to promote effective stewardship and long-term investment decision-making. Primarily, it aims to achieve this by enhancing transparency of engagement policies and investment strategies across the institutional investment community.

Under the SRD II rules implemented by the FCA, asset managers are required to develop and publicly disclose an Engagement Policy.

An Engagement Policy, amongst other things, provides investors and shareholders with information on how the asset manager engages in dialogue with companies it invests in, exercises voting rights and how it manages actual and potential conflicts of interest.

It will also provide details on the investment approach taken by the asset manager when considering relevant factors of the investee companies, such as strategy, financial and non-financial performance and risk, and applicable social, environmental and corporate governance aspects.

GHAM Shareholder Engagement Disclosure

This disclosure is made by Gresham House Asset Management Limited (“GHAM” or the “Firm”) in accordance with COBS 2.2B.7R of the FCA Handbook, which requires the Firm to publicly disclose, on an annual basis, how it has implemented its Shareholder Engagement Policy. This disclosure covers the period 1 January 2025 through 31 December 2025.

Summary of Engagement Activities

Disclosure of Voting Behaviour

Disclosure on how the Firm has cast votes (excluding votes for insignificant subject matters) in the general meetings of companies in which it holds shares, including shareholdings in non-EEA companies (excluding insignificant holding sizes), for the period 1 January 2025 through 31 December 2025:

Voting principles

While we do not set a prescriptive policy on all voting items, we apply the following key principles:

• Authority to allot shares – We vote against any proposals exceeding 33%.
• Disapplication of pre-emption rights – We vote against any proposals exceeding 20%.
• Authorisation to purchase own shares – We vote against any proposals exceeding 10%.
• Political donations – We vote against all political donations.
• Executive remuneration and incentive structures – We assess these on a case by-case basis to ensure alignment with long-term shareholder value creation.

All resolutions are reviewed and voted on, unless an administrative impediment exists (e.g., power of attorney requirements or ineligibility due to participation in share placements)

Explanation of the Most Significant Votes

• Loungers – voted against the Recommended Cash Offer by Fortress Investment Group on the basis that we thought that the valuation was underwhelming.
• Anexo – voted against the delisting proposal on the basis that we were not convinced of the merits of the delisting enough to offset the loss of shareholder protections.
• Crimson Tide – voted against their proposed All Share Merger with Checkit plc – we did not believe the proposed transaction terms represented fair value for Crimson Tide shareholders.