Futurum Capital Asset Management Ltd. establishes its "Policy for exercising voting rights at general meetings" to act in the best interest of the investors of the investment funds under its management. The person responsible for the control, updating, and execution of this policy is the Portfolio Management Director. The policy was updated in March 2023.
I. Person Responsible for the Code
The person responsible for the control, updating, and execution of this current policy for exercising voting rights at general meetings (“Policy”) will be the Portfolio Management Director.
II. Objective
Establish the general principles and the methods used for the deliberation process of mandatory relevant agendas and the exercise of voting rights at general meetings related to the financial assets that make up the portfolios of investment funds under the management of Futurum Capital (“Funds”).
III. General Principles
The exercise of voting rights is a way for Futurum Capital to exercise its fiduciary duty towards the investors of the Funds and will be done in the interest of its investors and the investee companies, as applicable.
Futurum Capital commits to conducting its activities with respect, ethics, loyalty, and transparency essential to the interests of the investors of the Funds and the applicable current legislation, and will exercise the voting rights at general meetings, as a representative of the Funds, providing the necessary care and diligence in defending the rights and interests of the investors.
When voting at meetings representing the Funds, Futurum Capital will comply with the rules of this Policy, unless, in the best interest of the funds, Futurum Capital decides to exercise the voting rights in a manner different from that established in this Policy.
IV. Procedures Related to Potential Conflicts of Interest
According to current legislation, Futurum Capital, with the aim of exercising voting rights in the best interests of the investors of the Funds, will make every effort to avoid any conflicts of interest.
Futurum Capital may refuse to vote or not attend the meeting if scenarios arise that may interfere with Futurum Capital’s decision-making regarding the vote to be cast, and must inform the investors of what occurred. If Futurum Capital believes that the conflict of interest will not impair the exercise of voting rights in the best interests of the Funds, Futurum Capital will vote on the items on the agenda, but it will be necessary to provide justification for the vote cast.
V. Mandatory and Optional Matters for the Exercise of this Policy and Exceptions
Mandatory relevant matters for the exercise of this policy. In the case of shares, equity, their rights and breakdowns: a) Acquisition, merger, incorporation, spin-off, control changes, corporate reorganizations, changes in rights conferred by shares/equity, conversions of shares/equity, and other changes of contract/articles of association, which may, in Futurum Capital’s opinion, significantly impact the value of the asset held by the Funds; b) Approval of option plans for the remuneration of company administrators, if the exercise price of the option is lower than that of the underlying share, considering the date of the meeting call; c) Election of minority shareholder representatives on Boards of Directors, if applicable; and d) Other matters requiring specific treatment.
In the case of fixed or mixed income financial assets: a) Change of administrator or manager, provided they are not part of its conglomerate or financial group; b) Increase of fees; c) Changes in redemption conditions resulting in an increase in exit deadlines;
In the case of fund investment shares regulated by CVM Instruction 555: a) Change of administrator or manager; b) Merger, incorporation, or spin-off; c) Changes in the investment policy resulting in a change in the Fund's classification; d) Increase in the management, performance fee, or creation of new fees; e) Changes in redemption conditions resulting in an increase in exit deadlines; f) Liquidation of the Fund.
Exceptions: Futurum Capital may choose not to exercise the voting right in the situations described below: (i) Situations of conflict of interest related to the matter on the agenda of a particular company or investment fund meeting, as applicable; (ii) The cost of exercising the vote is not compatible with the financial asset's participation in the Fund; (iii) The meeting occurs in a city that is not a state capital and it is not possible to vote remotely; (iv) The total participation of the Funds, subject to the Voting Policy, in the voting fraction of the matter, is less than 5% (five percent), and no Fund has more than 10% (ten percent) of its assets in the relevant asset; or (v) Lack of information provided by the issuer of securities or the administrator of the investment fund in which the Fund participates, even after requesting additional information and clarifications for decision making by Futurum Capital; (vi) Exclusive or Reserved funds1, which highlight in their regulations that Futurum Capital does not adopt a Voting Policy for the Fund; (vii) financial assets of issuers with headquarters outside Brazil; or (viii) securities depositary receipts (Brazilian Depositary Receipts – BDR).
VI. Decision-Making Process and Procedure for Exercising Voting Rights
To determine if the subject of the agenda of the meeting called by the public company or investment fund is important for the Funds, the impact of each agenda item on the value of the Funds will be considered.
The process for complying with the Policy follows these terms: a) Participation of the Funds in the Assembly will be led by the Managing Director, by an analyst from the management team, or by a duly constituted attorney. b) The Managing Director will decide, based on this Policy, the voting orientation of the Funds at the assembly they must attend.
Futurum Capital must instruct such third parties regarding (i) the representation of the Fund; and (ii) the exercise of voting rights on behalf of the respective Fund in Assemblies. If the limits established in the power of attorney are exceeded, Futurum Capital will be responsible for any acts performed with excess, violation, or abuse of the granted powers.
The expenses related, directly or indirectly, to the exercise of voting rights by the Administrator or its representatives will be borne by the funds, and can be directly debited, according to current regulations.
In the situation described above, the expenses arising from the exercise of voting rights will be supported proportionally by the Funds represented in the respective Assembly.
The votes cast by the Funds at the meetings in which they participate will be made available, in summary form, to the administrator of the Funds, to be sent to the supervisory bodies, according to applicable regulations. The availability of this document may be made by letter, electronic mail (e-mail), or via the internet.
VII. Communication of Votes to Investors
At the end of each month, Futurum Capital will provide the administrator with a report (“Monthly Report”) including the votes cast in the month ended concerning the respective Fund, as well as abstentions, with a summary of the respective justifications.
Based on the Monthly Report, the Administrator will communicate to the investors via a note contained in the statement of the month following the holding of the Assemblies.
Futurum Capital will be exempt from sending the Monthly Report if it provides the administrator with information regarding votes cast in the interest of the Funds after the respective Assemblies.
It will be up to the administrator to provide the investors and the supervisory bodies with the information passed on by Futurum Capital concerning the exercise of this Policy, which may be done by letter, electronic mail, and/or statement accessible through the worldwide web.
VIII. Validity, Updating, and Publicity
This voting policy will be reviewed annually, or whenever necessary. It may also be altered at any time due to circumstances that require such diligence.
This Policy was registered at ANBIMA in its full and updated version, remaining available for public consultation, and can also be found on the Futurum Capital website.
IX. History of Updates to this Policy
Date | Version | Responsible |
March 2023 | 1st Version and Current | Managing Director |
