Shareholder Rights Directive II

Policies and Disclosures

Last updated: February 2026

The aim of the amended Shareholder Rights Directive 2017/828 (“SRD II”) is to enhance the position of shareholders by increasing transparency in the investment chain and encouraging long-term shareholder engagement between listed companies and shareholders.

Various aspects of SRD II apply to the Management Companies, Alternative Investment Fund Managers, and Investment Firms within GAM Holding AG that manage portfolios and funds, falling under the definition of Asset Manager in SRD II (hereafter referred to as “GAM” or “we”).

Under SRD II, we are required to:

1) Develop and disclose an Engagement Policy that describes how we integrate shareholder engagement in our investment strategy.

2) Disclose, on an annual basis, how the engagement policy has been implemented, including a general description of voting behaviour, an explanation of the most significant votes and the use of the services of proxy advisors. These detailed disclosures are made in our Stewardship Report and our Sustainability Report, which are published annually by May.

Summary disclosures for year ended 31 December 2025 are as follows:

Voting - In 2025, we voted at a total of 631 meetings (2024: 732) representing 98.4% of all the votable meetings (2024: 99.6%). We voted on 7,988 unique resolutions in 2025, of which 12.8% were votes against management (11.8% in 2024). We supported 26.3% of the 224 shareholder resolutions we voted on in 2025 (2024: 54%). Our voting records for 2023 and 2024 are made publicly available under the Voting Records section of our website. For 2025 onwards, we will be publicly disclosing our voting decisions for all our funds at least on a monthly rolling basis on our vote disclosure website. We also publicly disclose rationales for our votes against management on a six-month basis under the Voting Rationales section of our website.

Significant votes - Whilst there is no set definition for ‘significant votes’, examples are included in our annual Stewardship Report. Any vote that is considered contentious by clients or external stakeholders can also be reviewed directly via the Proxy Voting Dashboard linked above and information on voting decision is available to all clients upon request. Here are eleven examples of significant votes in 2025:

¹Please note that, with respect to the information required under Article 3i of the Shareholder Rights Directive II (Directive (EU) 2017/828), a separate communication is issued to all in‑scope clients who hold either a segregated mandate or a discretionary portfolio. The present document does not contain, nor is it intended to replace, the specific disclosures required under Article 3i. Those disclosures are provided directly to the relevant clients by way of a dedicated letter for that purpose.

Company Name	Country	Meeting Date	Proponent	Proposal Text	Vote Instruction	Rationale	Vote Outcome
Kao Corporation	Japan	21/03/2025	Shareholder	Election of directors	For	While the Company demonstrated operational improvements, total shareholder returns remained negative, and gaps were noted in marketing, digital, and international experience. At the 2025 AGM, we supported the election of three out of five dissident nominees proposed by one of the Company largest shareholder, Oasis Management Company, to strengthen board oversight and expertise. We considered these nominees as adding targeted skills in operational productivity, brand scaling, and digital transformation.	Fail
Prysmian SpA	Italy	16/04/2025	Management	Remuneration Report	For	Following his departure as CEO in April 2024, Valerio Battista received a termination package aligned with Prysmian’s severance policy, including 24 months of base salary, partial retention of long-term and deferred equity awards, and a non-compete indemnity payable upon leaving all Group offices. We raised concerns through direct engagement regarding disclosure clarity, good-leaver treatment, and the payment of termination benefits while he continues to serve as Vice-Chair. We supported the remuneration resolution, noting the significant reduction in entitlements over time, his decision to waive the annual bonus in favour of reinvestment in capex, and the overall quantum of the package, which remains below Italian market norms despite his long executive tenure.	Fail
Prada Spa	Hong Kong	30/04/2025	Management	Accounts and Reports	Against	In 2024 we discussed persistent governance concerns relating to executive remuneration transparency, director attendance, and potential conflicts of interest within the Remuneration Committee. Given the lack of substantive governance or disclosure enhancements beyond minimum regulatory requirements and limited shareholder rights under the Hong Kong framework, at the AGM we opposed the accounts and report resolution while continuing our dialogue with the Company to reinforce expectations for improved oversight and accountability.	Pass
Temenos AG	Switzerland	13/05/2025	Management	Remuneration Report	Against	During the leadership transition, the Company granted the acting CEO short- and long-term incentives based on a single metric with accelerated equity vesting. Concerns over alignment, transparency, and non-performance-based RSUs contributed to the remuneration resolution failing to achieve majority support at the 2025 AGM. The Board confirmed these arrangements were exceptional and introduced a revised 2026 long-term incentive framework with stronger performance weighting and improved PSU design to better align pay with long-term value creation.	Fail
Shell Plc	United Kingdom	20/05/2025	Management	Approve Remuneration Report	For	We closely monitor how fatalities are reflected in executive pay. At Shell we escalated concerns through voting and engagements at the 2023 and 2024 AGMs. Ahead of the 2025 AGM vote, we engaged with the Company and gained insight into the Remuneration Committee’s approach for safety performance assessment, noting enhancements to the discretionary framework, including wider application of downward adjustments. While we decided to support the remuneration resolution recognising that progress has been made, we continue to advocate for stronger alignment between executive pay and the Company’s zero-harm objectives.	Pass
Netflix Inc.	US	05/06/2025	Management	Election of Directors	Against	At the 2025 AGM, we opposed the re-election of Director Jay Hoag, receiving 78% voting against him, reflecting concerns over long tenure, board refreshment, and low attendance. While Hoag resigned in line with policy, the Board rejected it, citing his experience and contributions. We recognise the broader governance reforms implemented by the company, including declassifying the board and enhancing shareholder rights, nonetheless we continue to monitor and engage on board composition and tenure limits.	Fail
Alphabet Inc	US	06/06/2025	Shareholder	Recapitalization	For	At Alphabet’s AGM, shareholders considered a proposal calling for a phased transition to a one-share, one-vote structure. We supported the resolution, consistent with our view that voting rights should be proportionate to economic ownership. Alphabet’s dual-class structure concentrates control with insiders holding super-voting shares despite a limited equity stake, constraining accountability to minority shareholders. Notably, the proposal received 30.7% shareholder support, a high level given insiders’ control of over 50% of voting power, and reflecting strong and growing backing from unaffiliated shareholders over time.	Fail
Yakult Honsha Co Ltd	Japan	25/06/2025	Shareholder	Share Repurchase; Shareholder Authority to Cancel Treasury Shares	For	At the 2025 AGM, several shareholder proposals addressed corporate governance, capital allocation, and executive compensation. We carefully assessed their potential impact on shareholder value, market practices, and the Company’s existing strategies. We supported proposals enhancing shareholder rights or improving capital efficiency, including a 12-month share repurchase program and enabling shareholders to submit proposals for treasury share cancellation, while opposing resolutions that were overly prescriptive or risked disrupting effective governance.	Fail
SSE Plc	United Kingdom	17/07/2025	Management	Net Zero Transition Report and Adoption of Triennial Vote on Net Zero Transition Report	For	We supported the advisory resolution to receive SSE’s Net Zero Transition Report and to move to a triennial shareholder vote on standalone transition reporting. Our vote reflected the Company’s robust climate governance and disclosures, including SBTi-approved Scope 1, 2 and 3 targets, a clear net zero ambition, and reporting aligned with TCFD recommendations. We also welcomed SSE’s commitment to maintain annual progress reporting and to engage with shareholders in the event of significant opposition.	Pass
Asahi Intecc Co. Ltd.	Japan	25/09/2025	Management	Election of Directors	Against	At the 2025 AGM, we voted against the Chair and CEO due to limited board gender diversity (16.7% female) and ongoing pay gap concerns. Through engagement, we acknowledged the recent appointment of one female director, the Company’s diversity initiatives, Board-level KPI oversight, and transparency on pay equity. While progress is noted, we continue to monitor board refreshment and executive diversity, encouraging further female appointments to strengthen governance and align with best practice.	Pass
Microsoft Corporation	United States	05/12/2025	Shareholder	Report on AI Human Rights Due Diligence	For	At 2025 AGM, we supported a shareholder proposal requesting enhanced disclosure on the risks associated with the use of external data in training artificial intelligence models and the measures in place to mitigate those risks. While Microsoft has expanded its AI and privacy disclosures and will be subject to forthcoming reporting requirements under the EU AI Act and California law, we viewed the proposal as a constructive mechanism to encourage robust, consolidated, and decision-useful transparency. Enhanced reporting would allow better assessment of the Company’s exposure to AI-related risks and the effectiveness of its governance as AI technologies continue to scale.	Pass

Use of proxy advisors - In 2025 we retained the services of Glass Lewis to assist in implementing and administering proxy voting.

3) Disclose, on an annual basis, how our investment strategy and implementation thereof comply with the arrangements we may have with our institutional investors, whether on a discretionary client-by-client basis¹ or through a relevant GAM fund, and how it contributes to the medium to long-term performance of the assets of the institutional investor or of the fund. These SRD II disclosures for institutional investors in the relevant GAM funds include the following:

1 Key material medium to long-term risks associated with the investments

Please refer to the prospectus of the fund in which you are invested for information on the applicable material risks. The prospectuses are accessible through our fund list.

2 Portfolio composition

Portfolio composition is disclosed within the audited financial statements of each fund which are accessible through our fund list.

3 Turnover

The turnover ratios of our equity funds can be found here .

4 Turnover costs

The transaction costs associated with the turnover of all instruments for each GAM fund is available on www.fundinfo.com described as “EMT ex-post transaction costs” under the MiFID ExPost section of each fund.

5 The use of proxy advisors

The GAM Corporate Governance and Voting Principles outlines our corporate governance expectations for companies and approach on key voting issues. We retain the services of a proxy advisor (Glass Lewis) to assist in implementing and administering proxy voting. Glass Lewis provides written analysis for each company resolution based on the GAM Corporate Governance and Voting Principles. In 2025 we also retained ISS as proxy advisor to provide services on proxy voting research. While we consider proxy advisors voting recommendations in our analysis process, the ultimate voting decision is made by GAM.

6 Securities Lending

GAM has a securities lending programme in place for several funds. When shares are on loan, GAM is contractually unable to exercise voting rights for these shares. Our current policy is only to recall stock for voting in exceptional circumstances if we consider our vote is absolutely critical to safeguard shareholders’ interests. GAM undertakes relatively limited stock lending.

7. Whether and if so, how GAM make investment decisions based on evaluation of medium to long-term performance of the investee company, including nonfinancial performance

GAM assesses medium‑ to long‑term performance through multi‑year investment evaluations presented in our funds’ Annual Reports, Sustainability Report and Stewardship Report, which outline how we monitor issuers, evaluate financial and non‑financial performance, and engage on material long‑term issues.

Product‑level information on how sustainability risks and other non‑financial factors are integrated into each fund’s investment process is provided in the SFDR disclosures included within the relevant fund’s Annual Report.

Further overarching principles guiding our investment approach are set out in GAM’s Responsible Investment Policy.

8 Conflicts of Interests

How GAM manages conflicts of interest in relation to engagement activities – including making proxy voting decisions – is explained in our Engagement Policy and Stewardship Report.

GAM will take steps in accordance with its Group Conflicts of Interest Policy and Corporate Governance and Voting Policy to advance clients’ best interests in relation to companies in which GAM invests on behalf of clients.

There were no instances in the year ended 31 December 2025 in which a conflict arose that prevented GAM from engaging with a company or making a proxy voting decision on behalf of clients.

Shareholder Rights Directive II

Policies and Disclosures

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