Global Proxy Voting Policy

November 1, 2021
Nomura Asset Management

This Policy applies to resolutions to be proposed at shareholders’ meetings which
are held on or after November 1, 2021.
This Policy applies for investee companies globally.

Proxy Voting Standards for Japanese Companies

November 1, 2023
Nomura Asset Management

These Proxy Voting Standards apply to resolutions to be proposed at shareholders’meetings which are held on or after November 1, 2023.
Based on the “Global Proxy Voting Policy,” these Proxy Voting Standards define
the proxy voting standards required specifically for investee companies that arelisted in Japan.
Companies are expected to provide general shareholders with a thorough and easyto-understand explanation in their business reports, reference documents forshareholders’ meetings and other materials to allow them to make proper judgmentson the exercise of their voting rights with sufficient understanding of the contentsof respective issues and management status.

1. Policy for Proxy Voting
NOMURA ASSET MANAGEMENT (“NAM” or “we” hereafter) has the fiduciary
duty (a duty to manage our business activities in the best interest of our clients) to
do our best to enhance returns for our clients as an investment manager. To fulfill
our duties as well as our role, we will encourage investee companies to realize
appropriate management practices (including initiatives directed at ESG issues) andthereby encourage them to enhance corporate value and achieve sustainable growthby engaging with them and exercising our proxy voting rights in a proper mannerbased on this Policy we have established. We also encourage investee companies tooperate their businesses in the best interests of their shareholders over the long term
through our proper proxy voting activity.
(Note) ESG refers to environment, social and corporate governance. We placeemphasis on ESG issues, as they need to be considered in the context of corporatesocial responsibility and sustainability.
2. Proxy Voting Guidelines
When exercising proxy voting rights, we will vote for resolutions that are deemed
to enhance shareholder value, while voting against those that are deemed harmful toshareholder value. We do not exercise our proxy voting rights solely as a means to１

address specific social or political issues, irrespective of the investment returns of
the company.
When making a judgment on the exercise of proxy voting rights, we regard any
misconduct, violation of laws and regulations and rules of stock exchanges, or any
act that is deemed questionable in view of initiatives directed at ESG issues orsocial norms, as being harmful to shareholder value.
We closely examine voting resolutions that meet one or more of the conditions
listed below. Where we believe that a specific resolution is not in the best interestof shareholders, we will, in principle, decide to vote against the resolution.
(1) The company continuously reports sluggish business performance. Sluggish
business performance indicators that are considered when judging the exercise of
proxy voting rights, include performance that leads to a significant decline in theinvestment returns of the company, such as recording a deficit for three consecutive
years. Business performance is based on consolidated accounts. However, if
consolidated accounts are not reported, business performance is based on nonconsolidated accounts. (The same shall apply hereafter.)(2) The company accumulates a large amount of excess funds that are deemed not
to be used effectively and/or are not distributed to shareholders adequately.
(3) The company’s disclosure is considered inadequate and harmful to shareholder
value.
(4) The auditor’s opinion on the issuer is qualified.
(5)The composition and/or size of the company’s board of directors, or thecomposition and/or size of its board of statutory auditors, audit committee or any
other committee is deemed to be inadequate and may harm shareholder value.
(6) Extraordinary resolutions that are deemed highly likely to harm shareholder
value.
3. Positions on Specific Issues(1) Election of Directors
The board of directors is expected to consist of a diverse range of persons who are
qualified for the position with sufficient skills and experience and the capability tosupervise the execution of the business on behalf of shareholders.
If the company is found to have engaged in any activity that is materially harmful
to shareholder value, or if the company’s business performance remains sluggish
over a long period, or if any similar issue is found with regard to the company, we
will in principle vote against the election of directors who are deemed to be

1. Election of Directors
The board of directors is expected to function as a monitoring board whose mainrole and responsibility is to supervise management execution. These Proxy VotingStandards set forth below the minimum requirements that a monitoring board
should satisfy and define the board of directors of a company as a monitoring board
if the company satisfies all these requirements:① The number of directors is 5 or more, but less than 20;② Outside directors account for the majority of the board of directors;
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responsible for such issues/activities. Also, if the investee company had beenencouraged by us to address the inadequacy in its initiatives to realize appropriate
management practices pointed out by us through engagement but failed to engage
adequately in initiatives and is not expected to make improvements, and if this isdeemed to be hindering, or highly likely to hinder in the medium/long run, theenhancement of corporate value and sustainable growth, we will in principle voteagainst the election of directors who are deemed to be responsible for suchinadequacy.

③ A statutory or voluntary nomination/remuneration committee chaired by anoutside director has been established, and outside directors account for the
majority of it;④ Female directors account for at least 10% of directors;⑤ The company has not introduced an anti-takeover measure;

In principle, we vote for the election of outside directors. However, we pay special
attention to the directors’ qualifications, such as their independence. We determine
the independence of the outside directors from a comprehensive perspective on
whether they are representatives of major shareholders, have received a large
amount of income other than executive remuneration from the company inquestion, and are related to other executive members.
The number of directors should be adequate and appropriate considering the natureof the company’s business and its scale.

3⑥ The company does not hold an excessive amount of strategically held stocks(Note);⑦ In the case of a company with a board of auditors, the term of office of a director
is one year; and⑧ If there is a controlling shareholder, the board of directors is chaired by anoutside director.
(Note) “Does not hold an excessive number of strategically held stocks” means
strategically held stocks held by a company account for less than 25% of its net
assets if the company is a financial institution and 10% of its invested capital if thecompany is a company other than a financial institution. In this context, the term
“financial institution” is defined as a company that falls under “Banks,” “Securities
and Commodities Futures,” “Insurance,” or “Other Financing Business” in the 33
industry sectors defined by the TSE, the term “strategically held stocks” is defined
as shares held not solely for investment purposes as per the annual securities reportfor the previous fiscal year, and the term “invested capital” is defined as the total
amount of net assets and interest-bearing debt stated in the consolidated financial
statements (or non-consolidated financial statements if consolidated financial
statements are not prepared) presented in the same annual securities report.
We also prescribe the following definitions concerning governance on nomination
and remuneration, which is particularly important in the supervision ofmanagement execution:“Effective governance on nomination is established” means a situation in which astatutory or voluntary nomination committee has been established, its members
include two or more outside directors, and the number of inside directors among themembers is fewer than the number of outside directors among the members.
“Effective governance on remuneration is established” means a situation in which astatutory or voluntary remuneration committee has been established, its members
include two or more outside directors, and the number of inside directors among themembers is fewer than the number of outside directors among the members.

(1) If the company is found to have engaged in any activity that is materiallyharmful to shareholder value and if an individual person is found to be responsible
for such activity, we will vote against the election of the relevant person as adirector.
When making a judgment on the exercise of proxy voting rights, we regard any
misconduct, violation of laws and regulations and rules of stock exchanges, or any
act that is deemed questionable in view of initiatives directed at ESG issues orsocial norms, as being harmful to shareholder value.
(Note) ESG refers to environment, social and corporate governance. We placeemphasis on ESG issues, as these need to be addressed in the context of corporatesocial responsibility and sustainability.
(2) If the investee company had been encouraged by us to address the inadequacy
in its initiatives to realize appropriate management practices (including initiatives
directed at ESG issues) pointed out by us through engagement but failed to engage
adequately in initiatives and is not expected to make improvements, and if this isdeemed to be hindering, or highly likely to hinder in the medium/long run, theenhancement of corporate value and sustainable growth, the matter will beescalated to the exercise of voting rights, and we will in principle vote against there-election of a director who has been in the position of chairperson and president,etc.
In these Proxy Voting Standards, “chairperson and president, etc.” refers to thechairperson, president, bank president, chief executive officer (CEO), and any
person who assumes a position equivalent thereto.
(3) In particular, we expect those companies whose stocks are constituents of
TOPIX 100 to become role models for other Japanese companies by actively
working to realize “appropriate management practices.” At any shareholders'meetings held in and after November 2024, we will in principle vote against the reelection of a director who has been in the position of chairperson and president,
etc., if we determine that the following efforts in particular are clearly insufficient:①Information disclosure that integrates ESG issues: To disclose information inappropriate media, including integrated report, in accordance with internationallyaccepted standards and to obtain third party assurances for numerical data as muchas possible;

4②Climate change: To set medium- to long-term net-zero targets for GHG
emissions and obtain SBT certification and to clarify risks and business
opportunities associated with climate change through information disclosure basedon the TCFD Final Report; and③Outside directors with effective skills: To disclose a skills matrix of directors inmaterials for shareholders' meeting to indicate that outside directors have relevant
skills and experience, including those in the areas of management, finance, and
ESG.
(4) If the return on equity (ROE) of the company in question has been below 5%
and below the 33rd percentile of the industry for the most recent 3 consecutive
fiscal years, except in cases where the board of directors is a monitoring board andefforts for management improvement have been demonstrated, we will in principle
vote against the re-election of a director who has been in the position of chairperson
and president, etc., for the most recent 3 or more consecutive fiscal years. However,this provision does not apply to a company which has not been listed for 5 years asof the last day of the most recent fiscal year.
In these Proxy Voting Standards, financial data principally refers to data published
on a consolidated basis. If no financial data on a consolidated basis has been
published, the data on a non-consolidated basis shall be used (the same applies
hereinafter). “33rd percentile of the industry” is obtained from listed companies
that are constituents of TOPIX (Tokyo Stock Price Index), and is based on the 33
industrial classifications of the Tokyo Stock Exchange. If the calculated value isbelow 0%, it is 0%. The phrase “cases where... efforts for management
improvement have been demonstrated” refers to any cases falling under either ① or
② below. However, both ① and ② exclude cases where the total of net profits
reported during the most recent 3 consecutive fiscal years is a negative figure.
① Recurring profit (if no recurring profit is reported, pretax profit; hereinafter thesame applies) for the last fiscal year or the net profit has increased comparedwith the previous fiscal year.
② Recurring profit for the last fiscal year or the net profit has increased comparedwith 3 fiscal years ago.

5(5) In any of the following cases, we will in principle vote against the re-election ofa director who has been in the position of chairperson and president, etc.:①Strategically held stocks held by a financial institution account for more than
50% of its net assets or if strategically held stocks held by a company other than afinancial institution account for more than 20% of its invested capital, or②With regard to the appropriation of surpluses or the introduction or renewal ofanti-takeover measures resolved by the board of directors, without being proposed
at a shareholders' meeting, it would have been reasonable for us to vote against said
appropriation of surpluses measures or introduction or renewal of anti-takeovermeasures pursuant to these Proxy Voting Standards if such appropriation or
introduction/renewal had been presented at the shareholders' meeting.
(6) If any inappropriate information disclosure is made, if shareholder value
decreases due to management, financial or capital strategies, or if any other conductthat clearly damages shareholder value is committed, we will in principle voteagainst the election of a director who is found to be responsible for the conduct.
If the disclosure of financial information is delayed and it becomes difficult tomake a judgment on the exercise of proxy voting rights, it will be deemed that the
information disclosure was inappropriate. It is desirable that necessary financial
information is disclosed at least 1 month prior to the day of the shareholders'meeting.
If a company that has a parent company falls under all of ①, ②, and ③ of “6.
Allocation of Dividends and Profits (1)” for the last two fiscal years in a row andhas extended a loan, etc. to the parent company or its group company as per theannual securities report for the previous fiscal year, the company’s shareholder
value is determined to have decreased due to financial or capital strategies.
(7) If the number, the composition, or the term of office of directors falls under anyof the following cases, we will in principle vote against the re-election of a director
who has been in the position of chairperson and president, etc.:①The number of directors is less than five or 20 or more;②If the number of outside directors is fewer than the minimum level, we will in
principle vote against the re-election of a director who has been in the position ofchairperson and president, etc. The “minimum level” is in principle a majority. In
6the case of a company without a controlling shareholder that has establishedeffective governance on nomination, the “minimum level” is one third of thenumber of directors. However, in the case of a company without a controllingshareholder, the “minimum level” is one third of the number of directors for any
shareholders’ meetings held in or before October 2024;③There is no female director; or④The director’s term of office is two years in a company with a board of auditors.
(8) We will request that highly-independent persons should be elected as outside
directors. If it is found that the degree of independence of a candidate is low, we
will in principle vote against the election of the candidate as an outside director.
As used in these Proxy Voting Standards, “highly-independent person” refers to aperson whose incumbency period is less than 12 years as at the close of theshareholders’ meeting and who is notified as an independent executive to therelated stock exchange. It also includes someone who is stated in a business reportor reference document for a shareholders' meeting as a person expected to be
nominated as an independent executive. In either case, the individual must never
have served with any company which is a major shareholder of the company inquestion during the 3-year period immediately prior to the time he/she first
assumed the position as an outside director. ”Major shareholder” refers to ashareholder whose share holdings ratio listed in the “Top 10 Shareholders” list in
the business report of the company in question for the most recent fiscal year is
10% or more; provided, however, that any person who is clearly likely to have aconflict of interest with general shareholders shall be regarded as a person whose
degree of independence is low.
Although a candidate to fill an outside director vacancy is not subject to the stock
exchange notification as an independent director, we will request that a statement
be included in the reference document for a shareholders' meeting indicating
whether the candidate is expected to be notified as an independent director when
he/she assumes the office of director. The statement will allow us to confirm thispoint. If such a statement is not contained in the document, we consider that thedegree of independence of such a candidate is low, and we will vote against theelection of the candidate.
(9) If it is obvious that outside directors failed to fully fulfill their expected roles
during the most recent fiscal year, we will in principle vote against the re-election.
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“Expected roles of outside directors” refers to those described in Principle 4.7 ofJapan’s Corporate Governance Code.
[Japan’s Corporate Governance Code Principle 4.7 Roles and Responsibilities ofIndependent Directors]
Companies should make effective use of independent directors, taking into
consideration the expectations listed below with respect to their roles andresponsibilities:i) Provision of advice on business policies and business improvement based on
their knowledge and experience with the aim to promote sustainable corporate
growth and increase corporate value over the mid- to long-term;ii) Monitoring of management through important decision-making at the board
including the appointment and dismissal of senior management;iii) Monitoring of conflicts of interest between the company and management or thecontrolling shareholders; andiv) Appropriately representing the views of minority shareholders and otherstakeholders in the boardroom from a standpoint independent of the management
and controlling shareholders.
(10) In the case of an outside director who is expected to be re-elected, if theoutside director's ratio of attendance at the board of directors meetings held over thelast fiscal year is less than 75%, we will in principle vote against the re-election. In
the case of a person who is expected to be re-elected as an audit committee member
for a company with a nominating committee, etc., we will in principle vote against
the re-election if the person's ratio of attendance at the audit committee meetings
held over the last fiscal year is less than 75%; and in the case of a person who is
expected to be re-elected as an audit and supervisory committee member for acompany with an audit and supervisory committee, we will in principle vote against
the re-election, if the person's ratio of attendance at the audit and supervisorycommittee meetings held in the last fiscal year is less than 75%. If the person who
is expected to be re-elected has been elected as an outside director mid-way throughthe last fiscal year, the ratio of attendance at the board of directors meetings, audit
committee meetings, and audit and supervisory committee meetings referred toabove will be calculated with respect to the board of directors meetings, audit
committee meetings, and audit and supervisory committee meetings held after theelection as an outside director in the last fiscal year. If there is no disclosure of
information necessary for the calculation of the attendance ratio, we will in
principle vote against the re-election.
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(2) Election of Auditors
Auditors are expected to be qualified to audit the business on behalf ofshareholders, and are also expected to function adequately for that purpose.
Where the company is found to have engaged in any activity that is materiallyharmful to shareholder value or if any similar issue is found with regard to thecompany in question, and an auditor is found responsible for any part thereof, or isdeemed to have failed to fully perform his/her duties, we will vote against thereelection of the auditor.
It is desirable that outside auditors are independent of management. It is notdesirable to have a board of statutory auditors and an audit committee composed ofoutside auditors, all of whom lack independence. We determine the independenceof the outside auditors from a comprehensive perspective on whether they are
representatives of major shareholders, have received a large amount of income
other than executive remuneration from the company in question, and are related toother executive members.
Where a reduction in the number of auditors is proposed, there should be proper
justification for such a reduction.

2. Election of Statutory Auditors(1) If the company is found to have engaged in any activity that is materiallyharmful to shareholder value, we will vote against the election of auditors who are
deemed to be responsible for such activity.
(2) We will request that highly-independent persons (as defined in (8) under “1.
Election of Directors” above) outside auditors should be elected as outside auditors.
If it is found that the degree of independence is low, we will in principle voteagainst the election of such an outside auditor.
Although a candidate for outside auditor to fill a vacancy is not subject tonotification requirements to the stock exchange as an independent auditor, we will
request that that a statement be included in the reference document for ashareholders' meeting indicating whether a candidate is expected to be notified as
an independent auditor when he/she assumes the office of auditor. The statement
will allow us to confirm this point. If such a statement is not contained in the
document, we consider that the degree of independence of such a candidate is low,
and we will vote against the election of the candidate.
(3) In the case of a person who is expected to be re-elected as an outside auditor,
we will in principle vote against the re-election, if either the person's ratio ofattendance at the board of directors meetings held during the last fiscal year (or, if
the person was elected as an outside auditor in the middle of the last fiscal year, theboard of directors meetings held after the election as an outside auditor during thelast fiscal year), or the person's ratio of attendance at the board of auditors meetings
held during the last fiscal year (or, if the person was elected as an outside auditor in
the middle of the last fiscal year, the board of auditors meeting held after theelection as an outside auditor during the last fiscal year), is less than 75%. If there
is no disclosure of information necessary for the calculation of the attendance ratio,
we will in principle vote against the re-election.

(3) Election of Accounting Auditors
In principle, we will vote for the election of accounting auditors except where it isfound that:
・The accounting auditor has an interest in the company and lacks independence.
・Excessive non-audit remuneration has been paid to the accounting auditor by thecompany.

3. Election of Accounting Auditors
In principle, we will vote for the election of an accounting firm as the company's
accounting auditor except where it is found that:① The accounting firm has an interest in the company and lacks independence.

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・The accounting auditor has expressed inaccurate opinions on the company’s
financial conditions.

② Excessive non-audit remuneration has been paid to the accounting firm by thecompany.
③ The accounting firm has expressed inaccurate opinions on the company’s
financial conditions.

(4) Executive Remuneration
It is desirable that executive remuneration plans are reasonable and are aligned withthe long-term performance of the company.
We vote against remuneration plans, if the company is found to have engaged inany activity that is materially harmful to shareholder value, or the amount of
remuneration is inconsistent with or inequitable compared to the company’s overall
financial condition, or plans are deemed to substantially harm shareholder value. In
particular, we will vote against resolutions on executive bonuses when there is asignificant decline in business performance, or when the bonus payment amount isfound to be unreasonably large in relation to past achievements and the current
financial conditions of the company, or as compared with other competitors.
In particular, we will vote against resolutions on offering company stocks(including stock options) when there is a significant decline in businessperformance, or when the value of stock remuneration is found to be unreasonably
high in view of past achievements and the current financial conditions of thecompany, or as compared with other competitors. In principle, we vote for stock
remuneration plans when the terms and conditions of the plan, such as eligibility
and scale, are properly set forth for the purpose of incentivizing executives.
However, we vote against such plans when the terms and conditions of the plan,
including eligibility and scale, are deemed to be improper.
We will determine whether to vote for or against resolutions on the granting ofstock remuneration to the company’s employees or outside parties by applying
mutatis mutandis the rules on stock remuneration plans for executives mentioned
above. We will require sufficient explanation on stocks offered to outside parties inlight of whether it leads to the enhancement of shareholder value.

4. Executive Remuneration(1) If effective governance on remuneration is not established, we will in principle
vote against the resolution.

10(2) If the company is found to have engaged in any activity that is materiallyharmful to shareholder value, or in the case of a company whose board of directors
is not a monitoring board, the ROE is below 5% for the most recent 3 consecutive
fiscal years, we will in principle vote against an increase of executive remunerationand the payment of executive bonuses, unless a satisfactory explanation is made.
(3) We will in principle vote against a resolution on bonus payments to outside
directors, directors who are audit committee members or directors who are audit
and supervisory committee members, or statutory auditors.
(4) We will in principle vote against resolutions on offering company stocks(including stock options) as remuneration, in the following cases:①The cumulative share dilution ratio to the total number of issued shares will
exceed 10%; If the calculation period of the cumulative share dilution ratio is
unknown, it is assumed to be 10 years:②If the period until a person who receives company stocks is no longer restricted
to sell them (in the case of stock options, the period from the granting of stock
options until the person who are granted them is no longer restricted to sell stocks
that have been acquired by exercising the stock options) is less than two years; and③ If the persons eligible for receiving company stocks include the following
persons:(i) If the board of directors is a monitoring board and such remuneration is not
subject to performance achievement conditions, statutory auditors or any external
parties who are found to be inappropriate to receive the stock incentive. However,even if company stocks are offered to external parties, we will vote for the
resolution, if explanation is provided in an appropriate manner and it is found thatthe offering of company stocks as remuneration to the external parties contributes
to the improvement of shareholder value; and(ii) In cases other than those referred to above, outside directors, directors who areaudit committee members or directors who are audit and supervisory committee
members, statutory auditors, or any external parties who are found to beinappropriate to receive the stock incentive. However, even if company stocks areoffered to external parties, we will vote for the resolution, if explanation isprovided in an appropriate manner and it is found that the offering of company
stocks as remuneration to the external parties contributes to the improvement ofshareholder value.
(5) In cases other than those referred to above, we will consider an increase of
executive remuneration after giving comprehensive consideration to the reason forthe change in executive remuneration, and the appropriateness of the amount ofsuch executive remuneration, etc. We will in principle vote against the resolution, if
the offering of company stocks as remuneration will give an excessive profit tospecific eligible persons, or if the offering of company stocks is inappropriate orinequitable to a significant degree.
(5) Retirement Bonus for Directors and Auditors
We will vote against resolutions on retirement bonuses for retiring executives when
the company is found to have engaged in any activity that is materially harmful toshareholder value, or when there is a significant decline in business performance orshare price, or when the amount of the retirement bonus payment is found to be
unreasonably large considering past achievements and the current financial
conditions of the company, or as compared with other competitors.

5. Retirement Bonus for Directors and Auditors(1) If the amount is found to be unreasonably large taking into consideration thepast business performance or the current financial conditions or in comparison withother companies in the same industry, etc., we will in principle vote against theresolution. Furthermore, if effective governance on remuneration is not establishedor if outside directors do not account for a majority of directors, we will in principle
vote against the resolution.
(2) We will in principle vote against the payment of a retirement bonus to an
executive who has been involved in any activity that is materially harmful toshareholder value or who is found to be responsible for serious misconduct.
(3) If the ROE is below 5% for the most recent 3 consecutive fiscal years and there
is a deficit, or if the total of the current net profits during the most recent 3 fiscal
years is a negative figure, we will in principle vote against the resolution.

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(4) We will in principle vote against resolutions on payment to an outside director
or a director of an audit committee member of companies that have a board with anaudit committee structure or statutory auditors.
(6) Allocation of Dividends and Profits
In deciding on distributions to its shareholders, the company should ensure thatsuch distributions are consistent with its long-term investment plan and capital
policies. In principle, it is desirable that excess funds are distributed toshareholders.
While considering whether the company’s allocation of dividends and profits is
consistent with its long-term investment plan and capital policies, we shall voteagainst allocation policies that are deemed to be significantly inadequate andharmful to shareholder value.

6. Allocation of Dividends and Profits(1) We will in principle vote against a resolution on the appropriation of surpluses,
if all the conditions listed in ①, ② and ③ below are satisfied for the most recent 2
consecutive fiscal years and the ROE during the most recent fiscal year is below
10% except where the shareholder’s return ratio is 50% or more. However, thisprovision does not apply to any company which has not been listed for 5 years as ofthe last day of the most recent fiscal year and where how surplus funds are used isclearly defined.
(Note) Shareholders' return ratio = (Dividends + Share repurchase) / Current net
profit① Shareholders' equity ratio > 50%② Net financial assets / Sales > 30%③ Net financial assets / Total assets > 30%(Note) Net financial assets = Cash and deposits + Long- or short-term securities anddeposits paid – Interest-bearing liabilities (excluding long- and short-term securities
and deposits paid for financial institution).
(2) We will vote against resolutions on dividend policy or the appropriation of
surpluses which are found to be harmful to shareholder value.
(3) We will vote against resolutions on the appropriation of surpluses, in any othercases where it is found that shareholders' returns are insufficient to a significant
degree.

(7) Acquisition of the Company’s Own Stock
While we view the acquisition of the company’s own stock positively as a means toenhance shareholder value, we would oppose such a resolution when it is deemed
to be inappropriate for the sake of the company’s capital structure.

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7. Acquisition of the Company's Own Stock
We will in principle vote for resolutions on the acquisition of the company's own
stock.

(8) Change in Number of Authorized Shares
When said purposes are inappropriate, NAM will in principle vote against acompany’s proposed increase in the number of authorized shares.

8. Change in Number of Authorized Shares
When said purposes are inappropriate, such as in the case of a company that has
introduced anti-takeover measures, we will in principle vote against a company’s
proposed increase in the number of authorized shares.

(9) Issuance of Preferred and Other Classes of Shares
We will in principle vote for resolutions if the purpose is deemed to be clear andappropriate, and the issuance of such shares is deemed not to harm the interests ofgeneral shareholders in consideration of appropriate application requirements, thefairness of voting rights, beneficiaries and other relevant matters. Otherwise, wewould oppose the resolution in principle.

9. Issuance of Preferred and Other Classes of Shares
We will in principle vote for resolutions if the purpose is deemed to be clear andappropriate, and the issuance of such shares is deemed not to harm the interests ofgeneral shareholders in consideration of appropriateness of application
requirements, the fairness of voting rights, beneficiaries and other relevant matters.
Otherwise, we would oppose the resolution in principle.

(10) Corporate Restructuring and Capital Policy (Mergers, Acquisitions,
Sale/Transfer of Business, Corporate Separation, Capital Increase, etc.)

10. Corporate Restructuring and Capital Policy(Mergers, Acquisitions, Sale/Transfer of Business, Corporate Separation, Capital
Increase, etc.)
We will vote for proposed corporate restructuring and capital policy, if they are
deemed appropriate in consideration of the contents of respective resolutions, thepossibility of conflict of interest with minority shareholders, measures to protect theinterest of minority shareholders, effects on shareholder value, basis and rationalityof management judgment, financial condition (including premiums), fair disclosure,etc., from an overall perspective.
In particular, we will in principle vote against a resolution that falls under favorable
issuance of shares (excluding resolutions falling under “4. Executive Remuneration(4)” above) unless an effect to enhance shareholder value is clearly indicated.
However, we will in principle vote for a resolution for a third-party allotment
whose purpose is to use dividend from the allotted shares to fund activities that
contribute to the resolution of ESG issues if all of the following conditions are met:
①The dilution ratio of voting rights is less than 1%;

We will vote for proposed corporate restructuring and capital policies, if they are
deemed appropriate after considering the contents of the respective resolutions,financial conditions (including premiums), effects on shareholder value, basis andrationality of management judgment, fair disclosure, etc., from an overall
perspective. Otherwise, we would oppose the resolutions. When generalshareholders receive a consideration, whether in the form of shares, money orotherwise, in relation to corporate restructuring or capital policy, we wouldemphasize the appropriateness of the consideration when forming a judgment onwhether to vote for or against the resolutions.

②No voting rights will be exercised on the allotted shares;③The company has not introduced an anti-takeover measure; and④The company does not hold strategically held stocks that fall under “1. Electionof Directors (5)①” above.

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(11) Anti-Takeover Measures
We individually analyze anti-takeover measures. We would oppose such
resolutions unless shareholder value is protected.

11. Anti-Takeover Measures
We will in principle vote against a resolution that is found to set an anti-takeovermeasure.

(12) Amendment of Articles
We will determine whether to vote for or against resolutions on amendments to thearticles of incorporation on a case by case basis from the perspective of the longterm enhancement of shareholder value or the protection of shareholder value from
impairment. We will vote for (against) such resolutions if we find them appropriate(inappropriate) from these perspectives.

12. Amendment of Articles(1) In the case of a resolution under which the articles of incorporation are to bechanged in order to authorize the board of directors to carry out a discretionary
distribution of surplus, we will in principle vote for the resolution, if the company's
appropriation of surpluses is appropriate, a distribution of surplus by a resolution of
the shareholders’ meeting is not precluded, and the number of outside directors is
not fewer than the minimum level prescribed in “1. Election of Directors (7)”. As
used in these Proxy Voting Standards, the appropriateness of the appropriation of
surpluses will be determined in accordance with the standards stipulated in “6.
Allocation of Dividends and Profits.”(2) In the case of a resolution under which an anti-takeover measure is to beprescribed in the articles of incorporation, if we should vote against the introductionof the anti-takeover measure in accordance with the standards set out in “11. AntiTakeover Measures” above, we will in principle vote against the resolution.
(3) In the case of a resolution to change the articles of incorporation in order toauthorize the board of directors to add a record date for voting rights by its
decision, we will vote for the resolution if the purpose of the change is clearly
explained and is found to be reasonable.
(4) In the case of a resolution to change the articles of incorporation in order toincrease the total number of authorized shares, we will consider whether to vote forthe resolution in accordance with the standards set out in “8. Change in Number ofAuthorized Shares” above.
(5) In the case of a resolution to change the articles of incorporation in relation toclasses of shares, we will consider whether to vote for the resolution in accordancewith the standards set out in “9. Issuance of Preferred and Other Classes of Shares”
above.
(6) If a change in the governing body structure of the company is proposed, we willin principle respect the opinion of the board of directors; provided, however, that14

we will vote against any such change that will not contribute to the improvement ofcorporate governance.
(7) Regarding the following amendments to the articles of incorporation, we will in
principle vote against the resolution from the perspective of governance reform:① To make the requirements for the dismissal of directors stricter② To make the requirements for a resolution on organizational restructuring
stricter or to establish additional requirements for a resolution on organizational
restructuring③ To relax quorum requirements of the shareholders’ meeting④ To reduce or exempt the responsibilities of an accounting auditor⑤ To set the maximum number of directors at 20 or above⑥ To set a substantial limit on the number of outside directors or highlyindependent outside directors(8) Regarding the following amendments to the articles of incorporation, we will in
principle vote for the resolution from the perspective of governance reform:① To formulate the basic policy for initiatives concerning ESG issues or todisclose risks and business opportunities concerning ESG issues (for example,
disclosure in accordance with the TCFD Final Report)② To enhance the diversity of the board of directors③ To propose the “separation between the chair of the board of directors and thechief executive officer (CEO)”④ To proceed with the abolition of advisory positions such as “Sodanyaku” or“Komon” or any other similar position to be assumed by a person who is not a
director⑤ To determine that the director’s term of office is one year in a company with aboard of auditors⑥ To establish a voluntary nominating/remuneration committee in a company witha board of auditors or a company with an audit and supervisory committee15

⑦ To make a company that has a listed subsidiary engage in initiatives to ensure
the effectiveness of the governance system of such listed subsidiary⑧ To enable the convocation of a virtual-only shareholders’ meeting.
(13) Shareholder Resolution
We will determine whether to vote for or against shareholder resolutions on a caseby case basis from the perspective of long-term enhancement of shareholder valueor the protection of shareholder value from impairment. We will vote for (against)
such resolutions if we find them appropriate (inappropriate) from theseperspectives.

13. Shareholder Resolution(1) We will individually consider a shareholders' resolution, from the perspective ofimproving shareholder value on a long-term basis or preventing any deterioration inshareholder value. We will in principal vote against a resolution in which a
potential conflict of interest exists between the company or a shareholder and the
proposer, a resolution which is found to restrict the latitude of company
management, or a resolution in which it is found that the proposer does not provide
sufficient explanation about the effect to enhance shareholder value. At the time of
the consideration, we will also take into account the opinion of the board of
directors.
It is desirable that the shareholder proposing a resolution and the board of directors
provide general shareholders with easily comprehensible and thorough explanations
from their own standpoint through the perspective of shareholder value to enable
them to make judgments based on proper understanding of the contents of the
proposal.
(2) If a shareholders' resolution falls under one of the following items, we will in
principle vote against the resolution.
① The resolution is not made from the perspective of shareholder value, and the
purpose of the resolution is to make a social or political statement.
② A resolution on amendments to the articles of incorporation, when theamendments include any content related to individual and specific businessexecution.
③ The contents of the resolution are ambiguous and lacking concrete information,and the resolution does not satisfy the requirements for a resolution.
Therefore, on the part of a shareholder proposing a resolution, it is desirable thathe/she submits a proposal with clear and specific contents which satisfy therequirements for a resolution.
On the part of the board of directors, if the contents of the resolution are ambiguousand lack concrete information and the resolution does not satisfy the requirements

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for a resolution, it is desirable that the board clearly indicates such facts in thereference document for the shareholders’ meeting.
(3) We will in principle vote for a shareholder resolution on amendments to thearticles of incorporation which fall under any of the following items, but do notcorrespond to any items in the existing articles of incorporation and do not fallunder (2)① or ③. A resolution requesting amendments:① to formulate the basic policy for initiatives concerning ESG issues and to require
the disclosure thereof in accordance with the TCFD Final Report;② to disclose important information concerning a resolution for the election of
directors and auditors;③ to seek the number of outside directors that is not fewer than the minimum levelprescribed in “1. Election of Directors (7)";④ to seek an outside director to serve as the chair of the board of directors;⑤ to prohibit or remove the chief executive officer from serving as the chair of theboard of directors;⑥ to elect one or more female directors;⑦ to abolish the position of “Sodanyaku” or “Komon” to be assumed by a person
who is not a director;⑧ to disclose remuneration for an individual director or auditor or an individual
who is not a director, but holds the position of “Komon” or “Sodanyaku” or any
other similar position;⑨ to established guidelines on shareholdings by directors⑩ to abolish the provisions of the articles of incorporation which prohibit thepayment of dividends by resolution of the shareholders' meeting (if thecompany's appropriation of surpluses for the most recent fiscal year isinappropriate or if the number of outside directors is fewer than the minimum
level prescribed in “1. Election of Directors (7)”), or to abolish the provisions of
the articles of incorporation which authorize the board of directors to make adecision on the payment of dividends;⑪ to sell stocks held by the company that are deemed to be problematic in light of17

the improvement of corporate value and sustainable growth;⑫ to formulate or disclose the basic policy on the exercise of voting rights related
to strategically held stocks, and to disclose the results of the exercise of voting
rights;⑬ to determine that the director’s term of office is one year in a company with aboard of auditors;⑭ to establish a voluntary nominating/remuneration committee in a company witha board of auditors or a company with an audit and supervisory committee;⑮ to make a company that has a listed subsidiary engage in initiatives to ensure theeffectiveness of the governance system of such listed subsidiary; or⑯ to enable the convocation of a virtual-only shareholders’ meeting.
(4) In the case of a shareholders' resolution requesting the election of directors, wewill consider the resolution in comparison with the company resolution, in
accordance with the standards set out in “1. Election of Directors” above by taking
into account the corporate governance status and the reason for the proposal.
(5) In the case of a shareholders' resolution concerning the appropriation of surplus,
we will consider the resolution in comparison with the company resolution, in
accordance with the standards set out in “6. Allocation of Dividends and Profits” bytaking into account the reason for the proposal, the effect on share price formationand corporate governance status.
(14) Other
NAM will determine whether to vote for or against resolutions on any other issues
on a case by case basis from the perspective of the long-term enhancement ofshareholder value or the protection of shareholder value from impairment. We will
vote for (against) such resolutions if we find them appropriate (inappropriate) fromthese perspectives.

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14. Other
We will vote for any other resolution that is found to be appropriate from theperspective of improving shareholder value on a long-term basis or preventing any
deterioration of shareholder value; and we will vote against any other resolutionthat is found to be inappropriate from the same perspective.
15. Waiver of Rights
In principle, we will not waive the rights in the shareholders' meeting where wepossess voting rights. However, the voting rights may be waived if the waiver isfound to be appropriate.

4. Conflict-of-Interest Management Policy
We conduct business in good faith and consider the fair treatment of our clients,
and we appropriately manage conflicts of interest based on our “Conflict-of-Interest
Management Policy.”
To manage the risk of a conflict of interest arising, we conduct our business in an
appropriate manner by giving first priority to the clients’ interests.
With regard to proxy voting, the Responsible Investment Committee which consistsof members who are independent of the investment division, is in charge of policymakings and final proxy voting decisions. In cases where we exercise proxy voting
rights for securities issued by Group Companies and subsidiaries or affiliates of
Nomura Holdings Inc., and/or concerning the Group Companies’ interests, after
making such facts clear, we refer to opinions from multiple proxy advisors andmake decisions at the Responsible Investment Committee to protect the clients’interests. The Responsible Investment Council validates whether such decisions areadequate and if necessary may make a recommendation to the Responsible
Investment Committee. When receiving the recommendation, the Responsible
Investment Committee reviews the related proxy voting decision again and makes
the final decision.
5.Other
NAM may be unable to vote or may decide to abstain from voting in certain
circumstances. The following list, although not exhaustive, highlights somepotential instances in which a proxy may not be voted:(1) Securities Lending
When securities are offered for loan as of the record date of exercising a proxy
vote, they need to be collected before exercising the vote. We may not exercise a
proxy vote after considering the practical implications of such an exercise and thecost incurred for collecting such securities.
(2) Share Blocking
Some countries and regions require shareholders to deposit their shares with adesignated depository during a specific period shortly before a shareholders’meeting as a condition for exercising a proxy vote. Shares cannot be sold during
this blocking period. In such a case, we may not exercise the proxy vote due topractical considerations and the potential for opportunity loss.

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(3) Re-registration
In some countries and regions, re-registration of shares is required to exercise a
proxy vote. We may choose not to exercise a proxy vote in consideration of the factthat the shares cannot be sold during the re-registration period.
(4) OtherFor example, when we are unable to obtain adequate information, e.g. if the period
between receipt of the resolutions and the exercise of voting is insufficient. Also, if
the cost of voting the proxy outweighs the possible benefit to the client, we may
also choose not to exercise the proxy vote.

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