Corporate Action Policy 15-2


1. Introduction and overview

1.1. The policies and procedures set out in this document are intended to provide guidance for SICO Capital (MC) (acting as fund manager) on the process of taking action on various corporate actions of underlying securities owned by the Fund managed by MC

1.2. This policy will be reviewed on an ongoing basis by the Compliance Officer of MC on an annual basis and changes recommended if needed. Each mutual fund managed by MC that has as part of its investment objective to invest in listed shares in the Kingdom or outside must approve its own Corporate Action Policy and ensure compliance.

1.3. Nothing stated in this policy is intended to breach or override any regulation on this subject, promulgated by the Capital Market Authority implementing regulations which will supersede and override this policy if in conflict.

2. Definitions and explanation of terms

2.1. “CMA” means the Capital Markets Authority of Saudi Arabia.

2.2. “Conflicts of Interests” means a situation when an individual or company has multiple (conflicting) interests, one of which could possibly corrupt the motivation for an act in the other. E.g. an employee has the choice to trade for his personal account to make use of a opportunity that’s arisen and at the same time must take decisions to trade for his clients for whom he owes a fiduciary duty.

2.3. “Compliance Officer” (or “CO”) means the employee at MC who is responsible for the Compliance function.

2.4. “Securities” means the following financial instruments:

Equity securities.

Debt instruments, including debentures, debenture stock, loan stock, Sukuks, bonds, certificates of deposit and other instruments creating or acknowledging indebtedness, whether issued by government or public or private entities.

Certificates (e.g. GDRs or ADRs) representing securities which confer property rights in or over equity, debt, government and/or public securities, warrants or other instruments.

2.5. “Corporate Action” means an event initiated by a public company listed in Saudi Tadawul or outside of the Kingdom in a duly regulated trading region, that affects the shares issued by the company.

3. Corporate Actions covered

This policy covers activities related to Corporate Actions of listed companies and the methodology and process of voting or acting on the same by the Fund which holds the underlying shares of that listed company. This policy covers only any corporate actions which need active participation by the Fund. For the purpose of this policy, the Corporate Actions are defined per the below. This list is not exhaustive and may be added or amended as and when new instruments or corporate actions are created.

- Changes to board of listed companies

- Bonus shares announcements

- Stock splits

- Merger, acquisition, divestment or other corporate restructuring activity contemplated by the Board of the listed company

- Rights issues

- Any other corporate matter of the listed company that requires an action such a voting by the holder of the listed company shares (i.e. the Fund)

4. Internal activities and process of voting

4.1. MC shall choose to act or not to act at its own discretion in connection with the corporate action under consideration. All actions to participate or not participate shall be done in the best interests of the Fund unitholders as decided by MC.

4.2. MC shall form a committee for all corporate actions that require action by the Fund. This committee shall be comprised of:

- Chief Executive Officer of MC

- Head of Asset Management & CIO

- Compliance Officer.

4.3. Meetings and discussions could be held physically at the premises of MC or outside or through teleconference. The final decision of the committee must be agreed and circulated by the CIO via email. The Compliance Officer is a mandatory participant in all corporate action decisions in compliance with Article 37 b) of the Investment Fund regulations of the CMA.

4.4. Process:

- CIO initiates the need for a decision to be taken in relation to a Corporate Action of a listed company owned by the Fund. Notice shall be by email with a proposed date and time

- All information and reports in connection with the action shall be presented at the meeting.

- A recommendation to act or not to act (e.g. vote or not to vote) with respect to the Corporate Action will be put forth to the committee giving reasons for the decision.

- Unanimous consent is required for decision.

- Decision is enforced by the CIO at the relevant meeting of the listed company or through other mediums proposed by the listed company to ensue completion of the voting process.

- A log of all Corporate Actions will be held with the Asset Management department.