Steyn Capital Management

Proxy Voting Policy

This document outlines our policy and guidelines for voting on proposed resolutions at shareholder meetings and should be read in combination with our Environmental, Social and Governance (“ESG”) and Responsible Investing Policy. Our policy is formulated with references to King IV recommendations, the governance provisions of the South African Companies Act, Johannesburg Stock Exchange (“JSE”) Listing Requirements and various international guidelines, as well as what we view as corporate governance best practices.

At the typical Annual General Meeting (“AGM”), shareholders will be asked to approve the following:

Non-routine items that are also often seen on agendas and require shareholder approval include:

For proposals which are not covered in this document, we will analyse the financial impact thereof on a case-by-case basis and vote in the best interest of our investors. In South African incorporated companies, one or more shareholders holding 10% or more of voting capital can call a special shareholder meeting. Shareholder proposals will be evaluated on a case-bycase basis. We generally favour proposals which are likely to increase shareholder value and/or promote and protect shareholder rights. We typically prefer to leave decisions regarding day-to-day management of the business to management and the board, except when we see a clear and direct link between the proposal and some economic or financial issue for the company.

We believe shareholders should not attempt to micromanage the business or its board and executives. Rather, shareholders should use their influence to push for governance structures which protect shareholders, and then put in place a board they can trust to make informed and careful decisions which are in the best interests of the business and its shareholders. We believe shareholders should hold directors accountable for management and policy decisions through the election of directors and we will vote against the re-election of one or more members of the board if we consider they have not handled key issues appropriately.

These guidelines are reviewed annually to ensure they remain appropriate with market practice and the ever-evolving standards of corporate governance.

Proxy voting policy and procedures

For South African (SA) mandates we vote on all meetings. Due to the high costs of submitting proxy votes through global custodians in Africa, it is our policy to generally only vote on non-routine matters that can impact shareholder value. For SA mandates we generally vote alongside company management on routine matters. With respect to non-routine matters in both SA and African investments, such as proposed mergers or capital restructures, we will analyse the financial impact thereof and on a case-by-case basis vote in the best interest of our investors. When we believe that the interests of our investors may be affected or prejudiced by any proposal, we typically engage with management and other shareholders prior to the vote, and at times also attend the meeting.

Voting decisions are ultimately based on the views of the Investment team, but the views expressed in certain external ESG analyst reports are also taken into consideration.

We will generally vote in accordance with the above proxy voting policy and below guidelines, but may deviate if facts and circumstances so warrant in order to protect the rights of our investors. We will always vote in the best interest of our investors.

Our Operations Team is responsible for monitoring upcoming meetings, reviewing external ESG analyst recommendations and engaging with the Investment Team in order to cast our votes and keep record thereof. Proxy votes are submitted via the custodians for all portfolios.

Voting Guidelines - Operational Items:

Annual financial statements

Vote in favour, unless:

Auditors' reappointment and remuneration

Vote in favour, unless:

Authority to ratify and execute approved resolutions

Vote in favour, unless:

Voting Guidelines - Board of Directors

Voting on director nominees

Vote in favour, unless:

Audit Committee elections

Vote in favour, unless:

Social and Ethics Committee Elections

Vote in favour, unless:

Voting Guidelines - Capital Structure

Share issuance authorities

Vote:

Share buyback authorities

We will generally vote in favour of share buybacks, unless:

Voting Guidelines - Remuneration

Fees for non-executive directors

Vote in favour, unless:

Approval of Remuneration policy

Vote in favour, unless:

Approval of implementation report

Vote in favour, unless:

New equity incentive scheme or amendment to existing scheme

Vote in favour, unless:

Financial assistance to related and interrelated entities

Vote in favour, unless:

Voting Guidelines - Other Items

New MOI/ amendments to the MOI

Vote:

BEE transactions

Vote:

Social and Ethics Committee report

Vote:

ESG considerations

Vote:

Measurement of success

Active ownership

We regard our actions as successful if our engagement and voting efforts have resulted in management delivering a more favourable outcome for shareholders and other stakeholders.

Disclosure

Our company engagements and voting records are reported to clients on a quarterly basis. This information is also summarised in our annual Stewardship Report. A copy of our historic voting records, engagement records or annual Stewardship report can be requested by emailing info@steyncapitalmanagement.com.