T. ROWE PRICE FUNDS SICAVEuropean Equity Fund – Proxy Voting Summary
6 months ending 30 June 2024

PROXY VOTING PROGRAM OVERVIEW
Proxy voting is a crucial link in the chain of stewardship responsibilities we execute on behalf of our clients. Each voterepresents both the privileges and the responsibilities that come with owning a company’s equity instruments.
We take our responsibility to vote our clients’ shares very seriously - taking into account both high-level principles of corporate
governance and company-specific circumstances. Our overarching objective is to cast votes to foster long-term, sustainablesuccess for the company and its investors.
T. Rowe Price portfolio managers are ultimately responsible for the voting decisions within the strategies they manage. They
receive recommendations and support from a range of internal and external resources:••••

The T. Rowe Price ESG Committee
Our global industry analysts
Our specialists in corporate governance and responsible investment
ISS, our external proxy advisory firm

Our proxy voting program serves as one element of our overall relationship with corporate issuers. We use our voting power ina way that complements the other aspects of our relationship with these companies, including engagement, investment
diligence, and investment decision-making.

SUMMARY OF MAJOR PROPOSAL ITEMSThe following table breaks down voting records into categories. Some categories, such as the election of directors, areuniversal across the markets where we invest. Other voting issues are unique to select regions. For management-sponsoredproposals, a vote “FOR” is a vote aligned with the board’s recommendation. For shareholder-sponsored proposals, a vote
“FOR” is generally a vote contrary to the board’s recommendation.

INVESTMENT OBJECTIVE: To increase the value of its shares, over the long term, through growth in the value of its
investments.
INVESTMENT PROCESS: The fund is actively managed and invests mainly in a diversified portfolio of shares ofEuropean companies. Although the fund does not have sustainable investment as an objective, the promotion ofenvironmental and/or social characteristics is achieved through the fund’s commitment to maintain at least 10% of thevalue of its portfolio invested in sustainable investments, as defined by the SFDR. In addition to the E/S characteristics
promoted, the fund also applies the investment manager’s proprietary responsible screen (the T. Rowe Price Responsible
Exclusion List). The fund may use derivatives for hedging and efficient portfolio management. For full investment objectiveand policy details refer to the prospectus. The manager is not constrained by the fund’s benchmark, which is used for
performance comparison purposes only.
This marketing communication is for investment professionals only. Not for further distribution.

T. Rowe Price Funds SICAV European Equity FundAs of 30 June 2024

Proposals Sponsored by Company
Management (Number of Proposals)% Voted w/Mgmt% Voted Against Mgmt

Add/Amend anti-takeover provisions (0)0%0%Reduce/repeal anti-takeover provisions (0)0%0%Appoint or ratify auditors (52)

98%

2%

Capital structure provisions (231)

98%

2%

Compensation - All types (199)

89%

11%

Director and auditor compensation (56)

100%

0%

Employee stock purchase plans (10)

90%

10%

Other equity compensation plans (26)

85%

15%

Executive compensation: Say on Pay (107)

84%

16%

Election of Directors, uncontested (376)

99%

1%

Election of Directors, contested (0)0%0%Amend/adopt shareholder rights (0)0%0%Mergers, acquisitions and reorganizations (1)

100%

0%

Routine/procedural proposals (197)96%4%% Voted w/Mgmt% Voted Against Mgmt

Remove anti-takeover provisions (0)0%0%Compensation-related proposals (0)0%0%Separate Chair and CEO roles (0)0%0%Amend/adopt shareholder rights (0)

0%

0%

100%

0%

100%

0%

0%

0%

100%

0%% Voted w/Mgmt% Voted Against Mgmt

Total Management Proposals (1,056)

96%

4%

Total Shareholder Proposals (2)100%0%

Total Proposals (1,058)

96%

4%

Proposals Sponsored by Shareholders(Number of Proposals)

Social/environmental proposals - All types (2)Social proposals (1)Disclose political/lobbying activity (0)Environmental proposals (1)All Proposals (Number of Proposals)

T. Rowe Price Funds SICAV European Equity FundAs of 30 June 2024

SIGNIFICANT VOTESThe definition of a significant vote can vary across the investment industry. At T. Rowe Price, meetings may be tagged assignificant where the situation is particularly contentious, or the vote illustrates a key aspect of our voting approach. Detailed below
is the summary of a resolution, how we voted, and our rationale for that voting decision. T. Rowe Price portfolio managers decide
how to vote on the proxy proposals of companies in their portfolios and, as a result, may not all vote the same.
This case study describes proxy voting being carried out on behalf of the fund. This material is for informational purposes only andis not intended as an offer or recommendation concerning investments, investment strategies, products, and account types.

CASE STUDY: Assa Abloy – Agenda item number 12
Summary of theresolution(s)Agenda item number 12: Reelect Johan Hjertonsson (Chairman), Carl Douglas (Vice Chairman), Erik
Ekudden, Sofia Schorling Hogberg, Lena Olving, Victoria Van Camp, Joakim Weidemanis, and Susanne
Pahlen Aklundh as Directors

Country

SwedenCompany
description

Assa Abloy is a global leader in security lock products and solutions.

Date of vote

April 24, 2024

Meeting typeAnnual

Proponent

ManagementHow we voted

Agenda item number 12: Against
The chairman of Assa Abloy, Johan Hjertonsson, holds three or more chairmanships in aggregate; this isan excessive number of board commitments under the T. Rowe Price voting policy. He is therefore
considered overboarded.

Rationale for thevoting decision(s)We engaged the company on this issue before both the 2023 and 2024 annual general meetings but
have seen no willingness on the part of Assa Abloy to address it. The company also took no action on
unbundling the election of directors so that only the chairman’s reappointment was impacted.
We therefore voted AGAINST the reelection of these directors.

The specific securities identified and described do not represent all of the securities purchased, sold, or recommended for theSICAV sub-fund, and no assumption should be made that the securities identified and discussed were or will be profitable.

T. Rowe Price Funds SICAV European Equity FundAs of 30 June 2024

RISKS - The following risks are materially relevant to the fund (refer to prospectus for further details): Currency Currency exchange rate movements could reduce investment gains or increase investment losses. Small and mid-cap - Smalland mid-size company stock prices can be more volatile than stock prices of larger companies. Style - Style risk may impact
performance as different investment styles go in and out of favor depending on market conditions and investor sentiment.
General fund risks - to be read in conjunction with the fund specific risks above. Equity - Equities can lose value rapidly
for a variety of reasons and can remain at low prices indefinitely. ESG and sustainability - ESG and Sustainability risk may
result in a material negative impact on the value of an investment and performance of the fund. Geographic concentration Geographic concentration risk may result in performance being more strongly affected by any social, political, economic,environmental or market conditions affecting those countries or regions in which the fund's assets are concentrated.
Investment fund - Investing in funds involves certain risks an investor would not face if investing in markets directly.
Management - Management risk may result in potential conflicts of interest relating to the obligations of the investment
manager. Market - Market risk may subject the fund to experience losses caused by unexpected changes in a wide variety offactors. Operational - Operational risk may cause losses as a result of incidents caused by people, systems, and/or processes.

IMPORTANT INFORMATIONThe Funds are sub-funds of the T. Rowe Price Funds SICAV, a Luxembourg investment company with variable capital whichis registered with Commission de Surveillance du Secteur Financier and which qualifies as an undertaking for collective
investment in transferable securities (“UCITS”). Full details of the objectives, investment policies and risks are located in theprospectus which is available with the key investor information documents (KIID) and/or key information document (KID) in
English and in an official language of the jurisdictions in which the Funds are registered for public sale, together with thearticles of incorporation and the annual and semi-annual reports (together “Fund Documents”). Any decision to invest should
be made on the basis of the Fund Documents which are available free of charge from the local representative, local
information/paying agent or from authorised distributors. They can also be found along with a summary of investor rights in
English at www.troweprice.com. The Management Company reserves the right to terminate marketing arrangements.
This material is being furnished for general informational and/or marketing purposes only. The material does notconstitute or undertake to give advice of any nature, including fiduciary investment advice, nor is it intended to serve as theprimary basis for an investment decision. Prospective investors are recommended to seek independent legal, financial and tax
advice before making any investment decision. T. Rowe Price group of companies including T. Rowe Price Associates, Inc.
and/or its affiliates receive revenue from T. Rowe Price investment products and services. Past performance is not a reliableindicator of future performance. The value of an investment and any income from it can go down as well as up. Investors
may get back less than the amount invested.
The material does not constitute a distribution, an offer, an invitation, a personal or general recommendation or solicitation tosell or buy any securities in any jurisdiction or to conduct any particular investment activity. The material has not beenreviewed by any regulatory authority in any jurisdiction.
Information and opinions presented have been obtained or derived from sources believed to be reliable and current; however,
we cannot guarantee the sources' accuracy or completeness. There is no guarantee that any forecasts made will come topass. The views contained herein are as of the date noted on the material and are subject to change without notice; theseviews may differ from those of other T. Rowe Price group companies and/or associates. Under no circumstances should thematerial, in whole or in part, be copied or redistributed without consent from T. Rowe Price.
The material is not intended for use by persons in jurisdictions which prohibit or restrict the distribution of the material and incertain countries the material is provided upon specific request.
It is not intended for distribution to retail investors in any jurisdiction.
DIFC – Issued in the Dubai International Financial Centre by T. Rowe Price International Ltd which is regulated by the Dubai
Financial Services Authority as a Representative Office. For Professional Clients only.
EEA – Unless indicated otherwise this material is issued and approved by T. Rowe Price (Luxembourg) Management S.à r.l.
35 Boulevard du Prince Henri L-1724 Luxembourg which is authorised and regulated by the Luxembourg Commission deSurveillance du Secteur Financier. For Professional Clients only.
Hong Kong – Issued by T. Rowe Price Hong Kong Limited, 6/F, Chater House, 8 Connaught Road, Central, Hong Kong. T.
Rowe Price Hong Kong Limited is licensed and regulated by the Securities & Futures Commission. For Professional Investors
only.
Singapore – Issued in Singapore by T. Rowe Price Singapore Private Ltd. (UEN: 201021137E), 501 Orchard Road, #10-02
Wheelock Place, Singapore 238880. T. Rowe Price Singapore Private Ltd. is licensed and regulated by the Monetary Authorityof Singapore. For Institutional and Accredited Investors only.
Switzerland – Issued in Switzerland by T. Rowe Price (Switzerland) GmbH, Talstrasse 65, 6th Floor, 8001 Zurich,Switzerland. First Independent Fund Services Ltd, Klausstrasse 33, CH-8008 Zurich is Representative in Switzerland.
Helvetische Bank AG, Seefeldstrasse 215, CH-8008 Zurich is the Paying Agent in Switzerland. For Qualified Investors only.

T. Rowe Price Funds SICAV Asian ex-Japan Equity FundAs of 30 June 2024

UK – This material is issued and approved by T. Rowe Price International Ltd, Warwick Court, 5 Paternoster Square, London,
EC4M 7DX which is authorised and regulated by the UK Financial Conduct Authority. For Professional Clients only.
The sub-funds of the T. Rowe Price Funds SICAV are not available to US persons, as defined under Rule 902(k) of the UnitedStates Securities Act of 1933, as amended (“Securities Act”). The shares of the funds have not been nor will they be registeredunder the Securities Act or under any state securities law. In addition the funds will not be registered under the United States
Investment Company Act of 1940 (the "1940 Act"), as amended and the investors will not be entitled to the benefits of the1940 Act. Provided to global firms in the US by T. Rowe Price Investment Services, Inc.
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