Shareholders Rights Directive II (‘SRD II’) Disclosure

Introduction

Bluetrain Capital Limited (“The Firm”) is a company registered in England and Wales with company number 15494726. Bluetrain is authorised and regulated by the Financial Conduct Authority (“FCA”) with Firm Reference Number 1011322.

The Firm is a Full-Scope Alternative Investment Fund Manager.

‍SRD II‍

Article 3g of SRD II, which is summarised in the FCA Handbook under COBS 2.2B, requires a firm such as the Firm to either:

• develop and disclose an engagement policy describing how the firm integrates shareholder engagement in its investment strategy; or
• disclose why the firm has chosen not to comply with those requirements.

Such an engagement policy requires a firm to describe how it:

• integrates shareholder engagement in its investment strategy:
• monitors investee companies on relevant matters, including:
• strategy
• financial and non-financial performance and risk
• capital structure
• social and environmental impact and corporate governance
• conducts dialogues with investee companies;
• exercises voting rights and other rights attached to shares;
• cooperates with other shareholders;
• communicates with relevant stakeholders of the investee companies; and
• manages actual and potential conflicts of interests in relation to the firm’s engagement.

The above engagement policy is limited to the extent that a firm invests on behalf of investors in shares traded on a regulated market (or on third country markets that meet comparable requirements and where the shares dealt in are of a quality comparable to those in a regulated market in the UK).

The Firm’s approach to engagement

While the Firm supports the objectives that underlie SRD II, the Firm has chosen not to produce an engagement policy at this time.

The Firm has decided that, while it supports the aims of SRD II, the technicalities of holding positions through CFDs or swaps means that we cannot vote on those positions. As such we cannot show evidence of meeting the Code’s requirements and therefore the Firm is not a signatory to SRD II at this time.

For further information on the Firm’s approach please contact the Firm’s Compliance Officer, Ian Bickerstaffe at ib@bt-cap.com