Shareholder Rights Directive (Directive (EU) 2017/828) (“SRD II”)
Article 3(g) of Directive 2007/36/EC as amended by Directive (EU) 2017/828 (together with the relevant national implementing regulations, the “SRD”) requires asset managers to adopt on a “comply or explain” basis an engagement policy describing how an asset manager integrates in its investment strategy shareholder engagement relating to companies that have a registered office in the EU and are listed on EU regulated markets (“EU listed investee companies”). Actis GP LLP is an asset manager for the purposes of the SRD. The funds which Actis GP LLP manage do not actively invest as a material part of their respective investment strategies in the shares of EU listed investee companies. In general, shares in EU investee companies are expected only to be held as an investment ancillary to, as a precursor to, or as a result of, an investment in unlisted securities. On that basis, Actis GP LLP has determined that it is not appropriate to adopt an engagement policy for the
purposes of the SRD.