Shareholder Rights Directive & UK Stewardship Code

Shareholder Rights Directive

Under Rule 2.2B.5R of the FCA’s Conduct of Business Sourcebook, HBK Europe is required to (1) develop and publicly disclose on its website a copy of its engagement policy which includes the content specified in the amended EU Shareholder Rights Directive (Directive 2007/36/EC); and (2) publicly disclose on an annual basis how its engagement policy has been implemented, including a general description of its voting behaviour, an explanation of its most significant votes and details of its use of the services of proxy advisors, or, in either case, to publicly disclose a clear and reasoned explanation of why it has chosen not to comply with those requirements.

HBK Europe manages assets within multiple strategies and across a wide range of assets, jurisdictions, and timeframes, taking a global approach to engagement. For European equity focused investments, exposure is often gained through swap based positions, which generally offers more limited opportunity for engagement than shareholdings. And where HBK Europe does hold shares with a listing on an EEA market or on a comparable market outside the EEA, the level of shareholder engagement is dependent on a number of factors. While HBK Europe may, in certain limited circumstances, engage with management on strategy, performance, risk, corporate governance, or other issues, typically the level of its shareholder engagement is limited to the responsible exercise of voting rights in accordance with the HBK Group’s Proxy Voting Policy. Therefore, while HBK Europe supports the general principles of shareholder engagement, it does not at this time consider it appropriate to adopt an engagement policy or make the relevant public disclosures. HBK Europe will keep its position under review and will update this section of its website accordingly, if there is a change in its approach.

UK Financial Reporting Council’s Stewardship Code

Under Rule 2.2.3R of the FCA's Conduct of Business Sourcebook, HBK Europe Management LLP (“HBK Europe”) is required to disclose in an accessible form a statement about 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 the companies or other assets in which they are invested. 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.

HBK Europe pursues a multi-strategy approach to investing and invests in a variety of asset classes and in a variety of jurisdictions globally . While HBK Europe generally supports the objectives that underlie the Code, HBK Europe has chosen not to commit to the Code. HBK Europe's policies in relation to engagement with issuers and their management are determined globally on a group-wide basis. The group takes a global approach to engagement with issuers and their management in all of the jurisdictions in which it trades and, consequently, HBK Europe does not consider it appropriate to commit to any particular voluntary code of practice relating to any individual jurisdiction. HBK Europe will keep its approach towards the Code under periodic review and if that approach changes it will amend this disclosure accordingly.