NIKKO ASSET MANAGEMENT LUXEMBOURG S.A.

ENGAGEMENT POLICY
November 2023

Last approved by the board of directors of the Company: 16 November 2023
Last acknowledged by the conducting officers of the Company: 31 October 2023
Previous version approved by the board of directors of the Company: 22 November 2022
Previous version approved by the conducting officers of the Company: 30 September 2022

Nikko Asset Management Luxembourg S.A.
Société Anonyme
Registered Office:32-36, Boulevard d’Avranches, L-1160, Luxembourg
Tel +352 264 979 2209 Email luxenquiries@nikkoam.com
emea.nikkoam.com
RCS Number: B123103
VAT Number: LU 2204 2359

Authorised and Regulated by the Commission de Surveillance du Secteur Financier
Number S00000717

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Nikko Asset Management Luxembourg S.A (the "Management Company") is a management company authorised under Chapter 15of the amended Law of 17 December 2010 on undertakings for collective investment (the "2010 Law"). It acts as the designatedManagement Company of Nikko AM Global Umbrella Fund, Nikko AM Global Umbrella Trust and Nikko AM Global Investments,
three Luxembourg undertakings for collective investment in transferable securities ("UCITS") within the meaning of Directive
2009/65/EC of the European Parliament and of the Council on the coordination of laws, regulations and administrative provisions
relating to UCITS (the "UCITS Directive").
Effective 17 December 2019, the Company is also authorised (i) as alternative investment fund manager (“AIFM”) in accordance with
Chapter 2 of the law of 12 July 2013 on alternative investment fund managers (the “2013 Law”) and (ii) to provide management of
portfolios of investments on a discretionary, client-by-client basis pursuant to Article 5, (4) (a) of the 2013 Law. The Company acts as
the designated AIFM for Nikko AM Global Alternative Investment Trust, a Reserved Alternative Investment Fund created on 15 April
2021.
For this Policy, the UCITS and AIFs that are managed by the Company are taken up under the term undertakings for collective
investments (“UCIs”).
This Policy purports to fulfil the requirements of (i) the 2010 Law, (ii) the CSSF Regulation 10-04 transposing Commission Directive
2010/43/EU of 1 July 2010 implementing the UCITS Directive as regard to organisational requirements, conflicts of interest, conductof business, risk management and content of the agreement between a depositary and a management company (the "CSSF
Regulation 10-04"), (iii) CSSF Circular 18/698 on authorisation and organisation of investment fund managers governed by
Luxembourg law ("CSSF Circular 18/698") and (iv) the Luxembourg law of 24 May 2011, as amended (notably by the law of 1 August2019) which transposes EU Directive 2007/36 as regards the encouragement of long-term shareholder engagement (as amended)
into Luxembourg law (the “Luxembourg Law”) .

PURPOSEThis Engagement policy (the "Policy") applies to the Management Company and to the appointed investment managers in thecontext of managing the UCIs and is aimed at describing how the Management Company and/or the appointed investment managers
will participate in shareholder meetings of the companies under investment by the UCIs.
As at the date of this Policy, the sub-funds of the UCIs are managed by Nikko Asset Management Co., Ltd., Nikko Asset Management
Europe Ltd, Nikko Asset Management Asia Limited and Nikko Asset Management Americas Inc. (together the “Investment
Managers”), the entities of the Nikko AM Group.

REFERENCE REGULATIONS
The referenced regulations on the exercise of voting rights linked to the financial instruments held by the Funds are as follows:••••

the section 5.5.10. of the CSSF Circular 18/698;
the Article 23 “Strategies for the exercise of voting rights” of CSSF Regulation 10-04;
SRD Directive
The Luxembourg Law.

3. PRINCIPLES OF THE ENGAGEMENT POLICY
Pursuant to the Luxembourg law, asset managers shall develop and publicly disclose an engagement policy that describes how they
integrate shareholder engagement in their investment strategy. The policy shall describe how they monitor investee companies on
relevant matters, including strategy, financial and non-financial performance, risk, capital structure, social and environmental impact

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and corporate governance, conduct dialogues with investee companies, exercise voting rights and other rights attached to shares,
cooperate with other shareholders, communicate with relevant stakeholders of the investee companies and manage actual andpotential conflicts of interests in relation to their engagement.
The below principles aim at describing the above-mentioned points as well as the Company’s engagement policy.
PRINCIPLE 1: Exercising the rights to vote
The Company adheres to the "Nikko Asset Management Group Proxy Voting Policy" put in place at the level of the NAM Group,
which is attached as Appendix 1.
The Company delegates the exercise of voting rights to the Investment Managers.
The Company also ensures that the exercise of voting rights is done in accordance with the investment objectives and policy of therelevant sub-funds of the UCIs.
PRINCIPLE 2: Governance, resources and incentives
It is the NAM Group‘s choice to support and build long term relationships with the companies in which the Investment Managers
invest. The Investment Managers therefore evaluate the actions and strategies of companies constructively. Where the Company
may have concerns over the value of investee companies, the Company take steps to protect the value of our clients’ investments.
This activity is undertaken through participation in shareholder meetings, private management meetings and formal written
communications. The NAM Group’s portfolio managers hold the ultimate sanction against management action by selling their sharesinvested if deemed to be in the best interests of our clients. The above-mentioned interactions between the Company’s Investment
Manager and the investee companies is governed by the Research Policies of the Company’s Investment Manager.
The separation of execution and supervisory functions in management is encouraged as a necessary function of superior corporate
governance. A company's board of directors must be appropriately sized and composed so as to ensure adequate discussions takeplace and appropriate decisions are made.
Main corporate governance principles that Investment Managers expect from our investee companies:• Acting in the long-term interest of shareholders;• Protecting shareholder rights;• Maintaining high integrity in corporate behaviour at all times;• Ensuring an independent and efficient board structure;• Aligning corporate incentive structures and remuneration with long-term interests of shareholders;• Disclosing accurate, timely and transparent financial and corporate governance information;• Ensuring strong environmental and social performance and disclosures.
The Proxy Voting Guidelines, maintained by the NAM Group, set out the corporate governance matters which are considered when
asked to vote. In addition to the above, some criteria include, but not limited to, the independence, competence and diversity of theboard of directors, the board’s size, code of conduct, risk management and their communication with shareholders, the conditions
around remuneration and the investee companies’ audit functions.
PRINCIPLE 3: Conflicts of Interest
The Company acknowledges that conflicts of interest may arise in relation to stewardship activities, and in such cases the interestsof our clients are prioritised. The Company has established the Conflicts of Interest Policy, and the NAM Group maintains the Codeof Ethics Policy, in order to mitigate and manage conflicts or potential conflicts. The Company assess voting on a case-by-case basis
and may vote on or deviate from the Conflicts of Interest Policy and/or NAM Group’s Code of Ethics Policy with due consideration to
the best interest of our clients. Where a decision has been made to deviate from the Conflicts of Interest Policy and/or NAM Group’s
Code of Ethics Policy, evidence that the Company has acted in the best interest of its clients is documented.

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PRINCIPLE 4: Promoting well-functioning markets
The portfolio managers of the Investment Manager will consider the investee company's management strategy, financial standing
and market environment when voting on resolutions relating to the issuing of capital.
PRINCIPLE 5: Review and assurance
The Investment Managers do not use standing instructions for voting; all voting decisions are made by the portfolio managers on an
individual basis and votes are cast via a third-party vendor. Third-party vendor can provide research for all proxy votes but the final
decision lies with the individual portfolio manager. This platform enables the Investment Manager to control its voting policy andfinal vote decisions, whilst outsourcing the proxy voting process.
The Company review this Policy at least annually. The Company ensures that the Investment Managers maintain a record on all
voting activity and explanations as to the reasons for voting against management. A summary of proxy voting activity, including
disclosure where the Investment Manager have voted against management, can be provided upon request.
PRINCIPLE 6: Client and beneficiary needs
The portfolio managers of the Investment Managers make investment decisions based upon the future quality characteristics of aninvestee company by analysing financial information, such as earnings trends and capital structures, as well as non-financial
information like management strategies, corporate governance, social responsibilities and risk. Such data is acquired by accessing
publicly disclosed material, holding regular meetings with management and appropriately engaging with investee companies.
The Company is opposed to resolutions aimed at maintaining company control or that prevent corporate takeover. Acquisition
proposals and/or defensive strategies may be assessed to the extent that the existence of such acquisition risks are clear and existing
shareholder values would not be damaged. As stewards of our clients’ capital, our portfolio managers will assess corporatetransactions such as mergers & acquisitions of businesses from the viewpoint of consistency with its management strategy andmedium to long term enhancement of shareholder value.
PRINCIPLE 7: Investment and ESG (environmental, social and governance) integration
Nikko Group Sustainability Report can be found on
https://en.nikkoam.com/files/pdf/esg/sustainability-report-2022-en.pdf
As mentioned in PRINCIPLE 4 of this Policy, portfolio managers of the Investment Managers will consider the investee company’s
management strategy, financial standing and market environment when voting on resolutions relating to the issuing of capital. In
particular, portfolio managers do not evaluate capital increases positively if there is a possibility that it will significantly dilute theequity of existing shareholders and place them in an overall disadvantageous position.
Votes are cast on all shares, where there are no legal, client or technical constraints. Where the Investment Managers proxy voting
principles or other general corporate governance best practice principles are not met, the Investment Managers would vote against
a resolution and attempt to further engage with the investee company. Specifically on climate change the portfolio managers
analysis will consider the physical, liability and transition risks associated with the changing climate and Investment Managers
engagement will encourage effective financial disclosure where appropriate.
PRINCIPLE 8: Monitoring managers and service providers
As laid out in PRINCIPLE 5 of this Policy, the Investment Manager utilises third-party vendor for the provision of proxy voting services.
Third-party vendor’ proxy voting solutions enable the Company to control the Investment Manager’s voting policy and final votedecisions while outsourcing the processing of the proxy process to a reliable partner. The third-party vendor receives our proxyballots, work with our custodian banks, execute votes on our behalf, maintain vote records and provide us with comprehensive

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reports to deliver a complete, end-to-end solution. In the event the Investment Manager wish to vote against the recommendations
made by third party vendor, the Investment Managers are able to access the third-party vendor’s voting system and amend the voteaccordingly.
PRINCIPLE 9: Engagement
As confirmed in PRINCIPLE 2 of this Policy, where the Investment Managers may have concerns over the value of investee companies,
the Investment Managers will take steps to protect the value of our clients’ investments. This is undertaken through participation inshareholder meetings, private management meetings and formal written communications. During such interactions between theInvestment Manager and the investee companies, the Investment Managers acknowledge and follow the approaches set out under
PRINCPLE 1 and PRINCIPLE 6 of this Policy.
PRINCIPLE 10: Collaboration
The Company’s usual policy is to actively engage in discussions with an investee company and participate in collaborative
engagement. However, subject to the Conflicts of Interest Policy and the Code of Ethics, the Company would consider engaging withother shareholders on matters of mutual interest.
PRINCIPLE 11: Escalation
As explained in PRINCIPLE 6 of this Policy, the UCIs voting rights to date classify as insignificant voting rights due to the holding size
compared to the investee companies’ share capital, therefore no escalation has been undertaken by the Company that resulted inactions taken by the investee companies.
PRINCIPLE 12: Exercising rights and responsibilities
As set out above, the Investment Manager utilise third-party vendor to conduct their proxy voting. This provider can be utilised to
produce disclosures on the proportion of share that Investment Manager voted on, proportion of votes withheld and the underlying
voting decisions. Client specific records are available to clients on request.

4. TRANSPARENCY TOWARDS INVESTORSIn accordance with the Luxembourg Law, CSSF Circular 18/698 and CSSF Regulation 10-4, this Policy is made available to investors
free of charge on https://emea.nikkoam.com/proxy-engagement-policy as well as at the registered office of the Company uponrequest. Details of the actions taken on the basis of this Policy shall be made available to investors free of charge and on their request.
Pursuant articles 3g, 3h and 3i of the amended EU Directive 2007/36/EC (the “SRD Directive”) corresponding articles of the Luxembourg
law of 24 May 2011, as amended (the “Luxembourg SRD Law”) are articles 1 sexies, 1 septies and 1 octies, for companies which have theirregistered office in a Member State and the shares of which are admitted to trading on a regulated market situated or operating within aMember State the Company will:•comply with the disclosure requirements by publishing how the Company’s engagement policy has been implemented, including ageneral description of voting behavior, an explanation of the most significant votes and the use of proxy advisory services. These
disclosures
may
be
found
on:
https://en.nikkoam.com/files/pdf/esg/sustainability-report-2022-en.pdf
andhttps://emea.nikkoam.com/files/pdf/corporate/name_stewardship_report.pdf•

make public the way in which votes were casted at the general meetings of those companies. This communication may exclude votes
that are insignificant due to the purpose of the vote or the size of the stake in the company. These disclosures may be found on:
https://emea.nikkoam.com/nama-proxy-voting-results and https://emea.nikkoam.com/voting-rights-results

55. POLICY REVIEWThis policy will be updated annually to take into accounts changes as and when appropriate. These changes can be of a regulatory
nature or following the assessment of the effectiveness of this Policy.

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APPENDIX 1NIKKO ASSET MANAGEMENT GROUPPROXY VOTING POLICY
Proxy voting rights in investee companies are the most important right granted to shareholders in order to increase investee
companies’ medium to long-term corporate value. Nikko AM Group exercises proxy voting rights independently and solely in theinterests of our clients and beneficiaries in order to fulfil our fiduciary responsibilities. We believe that the three core factors behindsustainable, responsible investing - environmental, social, and governance (“ESG”) - are inherent to long-term value creation.
Nikko AM Group is an active owner, through its proxy voting process and engagement with its invested companies. As a long term
investor, we believe an active dialogue and engagement with the management team, where appropriate, can both improve ESG
performance and sustainability, and help an investor to more fully understand these efforts. Where we invest through passive
strategies, we strive to incorporate ESG through the voting of proxies and the engagement process, where appropriate.
When conducting appropriate engagement or exercising voting rights, for example, if Nikko AM Group invests in an affiliatedcompany, an supplier or a client (including companies with connections to a client), the possibility of conflicts of interest cannot be
ruled out.
Nikko AM Group has established appropriate risk management and compliance frameworks to ensure that the interests of clientsand beneficiaries are the top priority and that such conflicts of interest are appropriately managed if they arise. Portfolio managers,
research analysts and governance specialists aim to avoid the occurrence of any conflicts of interest in compliance with our internal
regulations.
In order to manage conflicts of interest and enable objective decision making in our exercise of voting rights, Nikko AM Group
companies have established the control framework by combining means such as the advice of an independent third party, disclosureof proxy voting results to a customer (and obtaining of customer’s consent, as the case may be), segregation of divisions (seclusionof information), and management by installation of monitoring organization etc. to maintain appropriate voting decisions.
Nikko AM Group focuses in particular on the following criteria when exercising voting rights in order to conduct appropriatemonitoring of corporate governance at each investee company and to increase shareholder value.
(1)
Shareholder Return
With regard to the disposition of surplus, Nikko AM Group places emphasis on ways to provide sufficient returns to shareholders overthe medium to long-term and to provide adequate accountability to shareholders, taking into consideration not only total return
ratio levels, such as shareholder dividends and stock purchase plans, but also the extent of internal reserves and investment plans
based on future business plans.

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(2)Directors’ Execution and Supervisory Functions
The separation of execution and supervisory functions in management is necessary to realize good corporate governance. A
company's board of directors must be appropriate in size and composition so as to ensure that thorough, balanced discussions takeplace and that appropriate decisions are made. Some of the directors should be independent directors.
(3)
Executive Compensation System
Nikko AM Group positively assesses executive compensation systems that offer incentives and increase shareholder value, such as
those linked to company performance. At the same time, appropriate levels of compensation in terms of company performance andprofit distribution to shareholders should be required while the system itself should ensure sufficient accountability to shareholders.
(4)Company Control and Takeover Defenses
Nikko AM Group is basically opposed to resolutions aimed at maintaining company control or preventing the acquisition of company
control. On the other hand, because acquisition proposals that may damage shareholder value cannot be assessed positively,
takeover defenses may be assessed positively to the extent that the existence of such acquisition risks are clear and existing
shareholder value would not be damaged.
(5)
Business Restructuring
Nikko AM Group scrutinizes whether or not the restructuring of business through mergers and acquisitions is the best option for acompany from the view point of consistency with its management strategy and enhancement of shareholder value in the medium
to long-term. In addition, the valuation of a company's acquisition price must be a fair price calculated by a neutral third party.
(6)
Capital Policy
Whether or not resolutions on the issuing of company stock are appropriate capital policy should be determined cautiously, taking
into account the investee company's management strategy, financial standing and market environment. In particular, Nikko AM
Group does not evaluate such capital increases positively if there is a possibility that they will significantly dilute the equity of existing
shareholders and place them in a disadvantageous position overall.
(7)
Other Resolutions
Other resolutions shall be examined and considered from the standpoint of maximizing shareholder value.

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