Shareholder Rights Directive

Shareholder Rights Directive II

Article 3(g) of Directive 2007/36/EC as amended by Directive (EU) 2017/828 (together with the relevant national implementing regulations, the “SRD”) requires asset managers to adopt on a “comply or explain” basis an engagement policy describing how they integrate in their investment strategy shareholder engagement in companies that have a registered office in the EU and are listed on EU regulated markets (“EU listed investee companies”).

ICG Alternative Investment Limited (“ICG AIL“) and Intermediate Capital Managers Limited (“ICML”) are asset managers for the purposes of the SRD. The funds which ICG AIL and ICML manage do not actively invest in the shares of EU listed investee companies. Any investment in the shares of EU listed investee companies are only made on rare occasions where the investments are made ancillary to, or as a result of, an investment in unlisted securities or by way of debt. On that basis, ICG AIL and ICML have determined that it is not appropriate to adopt an engagement policy for the purposes of the SRD.