SHAREHOLDER RIGHTS DIRECTIVE II STATEMENT

1. FIRM INTRODUCTION

Decagon Asset Management LLP (“Decagon”, “the Firm”) is a company registered in England and Wales with company number OC440645.

Decagon is authorised and regulated by the Financial Conduct Authority (“FCA”) and is registered as an investment adviser with the U.S. Securities and Exchange Commission (“SEC”).

2. SHAREHOLDER RIGHTS DIRECTIVE II (“SRD II” – 2017/828)

Article 3(g) of the SRD II, which is summarised in the FCA Handbook under COBS 2.2B, requires a firm such as Decagon to either:

• Develop and disclose an engagement policy describing how the Firm integrates shareholder engagement in its investment strategy; or
• Disclose why the Firm has chosen not to comply with those requirements.

Such an engagement policy requires a firm to describe how it:

• Integrates shareholder engagement in its investment strategy
• Monitors investee companies on relevant matters, including:
  • Strategy
  • Financial and non-financial performance and risk
  • Capital structure
  • Social and environmental impact and corporate governance
• Conducts dialogues with investee companies
• Exercises voting rights and other rights attached to shares
• Cooperates with other shareholders
• Communicates with relevant stakeholders of the investee companies; and
• Manages actual and potential conflicts of interests in relation to the Firm’s engagement.

The above engagement policy is limited to the extent that a firm invests on behalf of investors in shares traded on a regulated market (or on third country markets that meet comparable requirements and where the shares dealt in are of a quality comparable to those in a regulated market in the UK).

3. DECAGON’S APPROACH TO ENGAGEMENT

Decagon has carefully reviewed and considered the requirements under SRD II and has concluded that while the Firm supports the general principles of shareholder engagement, it would be inadvisable for the Firm to adopt an engagement policy and make the relevant disclosures.

The Firm manages an event-driven strategy that involves trading in a variety of asset classes (not exclusively in equities), in global jurisdictions and across timezones.  Decagon may approach companies and their management, the Firm may also exercise voting rights, all actions are carried out on a case-by-case basis evaluating actions for each investment as part of the wider investment teams decision making process. Given the Firm’s event-driven investment strategy, there could be circumstances under which it would be disadvantageous to the Firm’s investment strategy to publicly disclose its policy in relation to shareholder engagement.

The Firm will keep its position under review.