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Voting Policy

Delta Lloyd uses its right to vote in as many of the general meetings of listed companies in which we have an interest as possible.

We use our voting right to influence a given company's policies and we strive to promote value through responsible, sustainbable, consistent and transparent voting behaviour. We will usually support the decisions of the company's management as long as they consider shareholders' interests and stick to the guidelines and best practices of the Dutch Corporate Governance Code. Furthermore, Delta Lloyd will try to guide the sustainability policy of a company by actively supporting proposals in the area of Environment, Social & Governance, in other words ESG related subjects. We do not give support in the form of a proxy for the company's Board of Directors. However, Delta Lloyd can vote itself, possibly through a proxy with voting instructions.

We publish our votes on selected topics on our website after each general meeting we attend. In addition, we mention relevant developments in the context of the voting policy in our annual report.

Dutch Corporate Governance Code
In pursuing its voting policy, Delta Lloyd Group consistently seeks to form an opinion on selected sections of the code. These sections are:
Disclosure, compliance with and enforcement of the Dutch corporate governance code (I)
Role and procedure of the management board (II.1) and financial reporting (V.1)
Policy on remuneration and share and option schemes for management board members and the granting of loans to management board members (II.2)
Disclosure of conflicts of interest of management board members (II.3.4)
Role and procedure of the supervisory board (III.1) and financial reporting (V.1)
Disclosure of conflicts of interest of supervisory board members and major shareholders (III.6.3 and III.6.4)
Remuneration of supervisory board members (III.7)
Powers of shareholders (IV.1)
Appointment and assessment of the functioning of the external auditor (V.2)
These are the sections in respect of which shareholders can exercise their rights. In forming its opinion, Delta Lloyd Group takes no account of the subjects in the Code that fall under the responsibility, whether statutory or otherwise, of the supervisory board of a listed company or of its management board. Delta Lloyd Group cannot form an adequate opinion on these subjects.

Conditions for supporting Supervisory Board and Management Board
Delta Lloyd Group is of the opinion that the Management Board (MB) and the Supervisory Board (SB) basically have better insight into the financial position and the functioning of the company and can therefore make a more informed assessment of the interests of all stakeholders. In principle, therefore, Delta Lloyd Group votes in line with the stated preference of the MB and/or SB. This takes place subject to two conditions:

1. The companies in question must comply in all relevant respects with primary and secondary legislation and the code of conduct for good governance, including the provisions of the Dutch corporate governance code;
2. The stated preference of the MB and/or SB must not be in conflict with the principles of Delta Lloyd Group's voting policy.

Delta Lloyd Group's voting policy for 5% interests assumes that the SB supervises the functioning of the MB and that the shareholders assess the manner in which the SB fulfils the principles, roles and provisions mentioned in the Dutch Corporate Governance code and the primary and secondary legislation in relation to the functioning of the SB and the internal and external financial reporting. Delta Lloyd Group will therefore exclusively form an opinion on the principles and provisions from the code and the law set out below and, in doing so, will act in accordance with the criteria indicated and explained below. In the case of unacceptable instances of non-application, Delta Lloyd Group will not, as a matter of course, support the MB and the SB through its voting behaviour.

Assessment criteria
The relevant sections and the criteria that Delta Lloyd Group applies in voting on these sections are described below. Delta Lloyd Asset Management represents the interests of Delta Lloyd Group in exercising the Group's voting right, and is the division within Delta Lloyd Group that carries out the voting policy on behalf of the operating companies.
 
Methodology
APPLY= Delta Lloyd Asset Management considers it extremely desirable that listed companies in which 5% interests are held apply this provision from the CODE;

EXPLAIN or APPLY = Delta Lloyd Asset Management considers both application of this provision from the Code and, in the case of non-application, an explanation of the non-application acceptable.

Disclosure, compliance with and enforcement of the Dutch corporate governance code (I)

 Delta Lloyd Asset Management is of the opinion that the MB and SB of listed companies are, or can be held, accountable for the company's corporate governance structure and for compliance with the Code.

Role and procedure of the management board (II.1) and financial reporting (V.1)

or  Delta Lloyd Asset Management will assess the MB of listed companies insofar as possible according to the manner in which it fulfils the principles, roles and provisions mentioned in the Code in relation to its functioning and the internal and external financial reporting, and also according to the extent to which the MB impedes value creation through inadequate performance. Delta Lloyd Asset Management will assess the MB of listed companies insofar as possible according to the manner in which it fulfils the principles, roles and provisions mentioned in the Code in relation to its functioning and the internal and external financial reporting, and also according to the extent to which the MB impedes value creation through inadequate performance. The overall opinion of Delta Lloyd Asset Management on the MB will be taken on board in the opinion on the functioning of the SB (see below)

Policy on remuneration and share and option schemes for management board members and the granting of loans to management board members (II.2)

or  Delta Lloyd Asset Management attaches great value to the disclosure of a detailed overview of the listed company's remuneration policy, as drawn up in conformity with provision II.2.12 of the Code, as well as to the application of provision II.2.9 of the Code (granting of personal loans and guarantees). Delta Lloyd Asset Management will assess the remuneration policy and the share and option scheme for management board members according to the principles of the Code and judge its overall 'fairness' in relation to the company's size and complexity and the level of ambition encapsulated in the listed company's objectives.

Disclosure of conflicts of interest of management board members (II.3.4)

 Delta Lloyd Asset Management considers any failure of listed companies to disclose actual or potential conflicts of interest of management board members as extremely damaging to the required confidence in good governance.

Role and procedure of the supervisory board (III.1) and financial reporting (V.1)

 Delta Lloyd Asset Management will assess the SB of listed companies insofar as possible according to the manner in which it fulfils the principles, roles and provisions mentioned in the Code in relation to its functioning and the internal and external financial reporting, and also according to the extent to which the SB impedes value creation through inadequate supervision of the functioning of the MB of the listed company.

Disclosure of conflicts of interest of supervisory board members and major shareholders (III.6.3 and III.6.4)

 Delta Lloyd Asset Management considers any failure of listed companies to disclose actual or potential conflicts of interest between the company and supervisory board members or major shareholders (holding a share greater than 10% in the company's capital) as extremely damaging to the required confidence in good governance

Remuneration of supervisory board members (III.7)

 or  Delta Lloyd Asset Management attaches overriding importance to a balanced, expert and predominantly independent composition of the SB and recognises the importance of a 'fair' fixed remuneration for supervisory board members in relation to the listed company's size and complexity and the level of ambition embedded in its objectives as well as to compliance with provision III.7.3 of the Code (granting of personal loans and guarantees).

Powers of shareholders (IV.1)

 or  Delta Lloyd Asset Management will use its shareholder rights insofar as possible with a view to promoting value creation, including in the company's general meeting or extraordinary general meeting of shareholders.

Appointment and assessment of the functioning of the external auditor (V.2)

 or  Delta Lloyd Asset Management will in principle follow the opinion of the MB and the audit committee of the SB in forming its opinion on the proposed appointment and the functioning of the external auditor, unless administrative "irregularities" are suspected or established at the listed company.

Click here for the voting policy documents.

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