DISCLOSURE


Petrus Advisers Ltd (“Petrus”) is authorised and regulated by the Financial Conduct Authority (“FCA”) in the United Kingdom (“UK”). This website is only directed at those who are Professional Clients or Eligible Counterparties (as defined by the FCA).

Information provided on this website is confidential and should not be copied, reproduced or redistributed without the prior written consent of Petrus.

Nothing contained on this website is intended to constitute an offer, invitation or inducement to distribute or purchase shares or to enter into an investment agreement by Petrus in any jurisdiction in which such offer, invitation or inducement is not lawful or in which Petrus is not qualified to do so or to anyone to whom it is unlawful to make such offer, invitation or inducement. The contents of the website have not been prepared for the benefit of investors outside the UK, in particular not for investors in the United States of America.

It may be illegal to download the information contained in this website in certain countries and Petrus and its associated companies disclaim all responsibility if you download any information from this website in breach of any law or regulation of the country in which you are residing.

Securities will only be offered for purchase or sale pursuant to the relevant term sheet which must be read in its entirety.

No Advice: Nothing contained in this website is intended to constitute, and should not be construed as, investment, legal, tax or other advice, nor is it to be relied upon when making investment or other decisions. The information on this website is provided solely on the basis that potential investors in any of the funds referred to that are open for investment should seek their own independent financial advice. In particular, investors should make themselves aware of the risks associated with any investment before entering into any investment activity.

No reliance may be placed for any purpose on the information and opinions contained in this document or their accuracy or completeness. No representation, warranty or undertaking, expressed or implied, is given as to the accuracy or completeness of the information or opinions contained on this website (including any documents on the website).

Investment information: Any investment with Petrus should form part of a diversified portfolio and be considered a long term investment. Past performance should not be used as a guide to future performance, which is not guaranteed. The value of an investment and any income from it fluctuate and therefore an investor may not get back the amount invested. Prospective investors should be aware that returns over the short term may not match potential long term returns and should always seek independent financial advice before making any investment decision.

It may be illegal to download the information contained in this website in certain countries and Petrus and its associated companies disclaim all responsibility if you download any information from this website in breach of any law or regulation of the country in which you are residing.

Risks involved: Currency movements may affect both the income received and the capital value of investments in overseas markets. Where a fund or strategy invests in fast growing economies or limited or specialist sectors it may be subject to greater risk and above average market volatility than an investment in a broader range of securities covering different economic sectors..



Disclosures

Stewardship Code Compliance Statement

Petrus Advisers is an investment management company established in 2009. The UK Stewardship Code (‘the Code‘) is relevant to certain key aspects of our business. In keeping with the aims of the Code, we seek to monitor the quality of our engagement with the companies in which we invest to help improve long-term returns for our clients. We generally support the aims and principles of the Code. If you have any questions regarding this statement of our policy or our approach to the Code, please contact our Compliance Officer.

Principle 1: Institutional investors should publicly disclose their policy on how they will discharge their stewardship responsibilities.

This policy is published so that clients and investee companies are aware of the way in which we integrate stewardship activities into our investment process. We have outlined below each of the principles of the Code and how we comply with them.

Principle 2: Institutional investors should have a robust policy on managing conflicts of interest in relation to stewardship and this policy should be publicly disclosed.

We maintain a strict policy on managing conflicts of interest in order to ensure that our decisions are taken wholly and solely in the interests of our clients. In compliance with FCA rules, we have procedures designed to ensure that all potential and actual conflicts are identified, evaluated, managed, monitored and recorded. All reasonable steps are taken to prevent conflicts of interest. A copy of our Conflict of Interest Policy is available upon request from our Compliance Officer and forms part of our Employee Manual.

Principle 3: Institutional investors should monitor their investee companies.

Comprehensive ongoing fundamental research and monitoring of investee companies is essential to our investment process. We utilise various research, monitoring and support tools to meet this principle. We have regular contact with the companies in which we invest and aim to frequently interact with the relevant management teams, in addition to reviewing press releases, industry information, research reports and other relevant sources of information. We do not wish to be made insiders as it would restrict us from any transactions in the stocks of relevant companies. We expect investee companies and their advisers not to convey information to us that could affect our ability to deal in the shares of the company concerned, without prior agreement. We maintain a log on insider relevant information and ensure timely blacklisting of all trading activities in case of the receipt of insider information, whether intended and subject to a non-disclosure agreement or if provided unintended or by mistake by the company during our due diligence.

Principle 4: Institutional investors should establish clear guidelines on when and how they will escalate their activities as a method of protecting and enhancing shareholder value.

Our investment strategy is to build effective relationships with the companies in which we invest. When requested, we share our opinion on strategic or tactical options a management may be considering. Nevertheless, we may hold meetings from time to time with companies to discuss issues and will always share our view on strategy.

Principle 5: Institutional investors should be willing to act collectively with other investors where appropriate.

We consider each vote on an individual basis. We may communicate with other shareholders regarding a specific proposal but will not agree to vote in concert with another shareholder without approval from our Compliance Officer, nor do we wish to be made insiders in relation to the intentions of other investors. However, there are instances where Petrus Advisers may be willing to be approached by other investors. For example, we will consider working with like-minded investors with regard to a specific situation, where we believe that coordinated action would be beneficial to shareholders and our clients.

Principle 6: Institutional investors should have a clear policy on voting and disclosure of voting activity.

All our clients accept our discretion with regard to voting decisions. As such we will not vote proxies in investee companies. It is not our usual policy to attend General Meetings in case that we support management´s strategies entirely. When voting, we consider the recommendation of management but will not support this position if we believe that it is not in the best interests of the company’s shareholders. Due to underlying client confidentiality and for investment strategy reasons, we will not normally publicly disclose voting actions at a detailed level. Upon request from a client or as required by law or regulation, we will disclose how we exercised voting rights.

Principle 7: Institutional investors should report periodically on their stewardship and voting activities.

This Stewardship Code Disclosure will be reviewed and updated when appropriate. As stated above, upon request from a client or as required by law or regulation, we will disclose how we exercised voting rights on behalf of the client in relation to specific companies.