SRD II Disclosure Report

SRD II DISCLOSURE REPORT FOR 2023

1.     Preamble

Accendo Capital Management Ltd (“Accendo”) is a Malta-based alternative investment fund manager (“AIFM”), authorised and regulated by the Malta Financial Services Authority (“MFSA”).

Accendo has managed a single client, Accendo Capital (the “Fund”), as from July 2022. The Fund was incorporated in Luxembourg on 21 February 2008 for the purpose of creating shareholder value through activist investing.

The Fund’s approach is to invest in listed companies established in Northern Europe, which are sound, but under-appreciated or under-valued and being poorly managed where there is an opportunity to create long term value through active ownership.

As part of Accendo’s regulatory obligations and in accordance with Article 3G of the Shareholders’ Rights Directive II (“SRD II”) and SLC 12.04 of Part BIII of the Investment Services Rules for Investment Services Providers (AIFM), Accendo has adopted an engagement policy (the “Policy”) that describes how it integrates shareholder engagement in its investment strategy.

This document outlines the Policy and how it has been implemented by Accendo and includes the necessary SRD II disclosures.

2.     Investment stewardship and engagement

Engagement is important to good stewardship and is vital to Accendo’s approach, serving the long-term interest of the Fund by advocating for best practices and positive changes.

The strategy lends itself to a concentrated portfolio with significant minority positions, which allows Accendo to hold regular conversations with senior management and directors of investee companies. Accendo is typically on the nominating committee of investee companies and a member of the Accendo team often has a position on the Board of Directors of such companies, where it works alongside management teams to enhance shareholder value and pushes for best practices with respect to governance practices. Accendo also participates in annual general meetings (“AGM”), extraordinary general meetings (“EGM”) and other shareholder events.

Accendo’s approach, supplemented by its regular market and company-specific analysis and updates allows it to enhance its understanding of the capital structure and risks and opportunities inherent in the investee companies. Its long-term approach ensures that strong relationships are built with management, which allows for regular and constructive engagement, with conversations steered towards the companies’ long-term strategic direction.

Engagement with investee companies helps Accendo understand how to embed ESG into its investment approach to the extent possible with improved governance as the foundation of its investment strategy.

Accendo practices a collaborative approach to activist investing whereby it works together with the Board of Directors, management as well as other owners. Where deemed appropriate, Accendo may cooperate via formal or informal meetings with other shareholders in order to influence investee companies by promoting improvements in e.g. strategy, corporate governance, or disclosure, in the best interest of the Fund and not in violation of any laws or internal policies.

Accendo may also communicate with any relevant stakeholders in order to attain information that may assist in its continued engagement with investee companies. These include but are not limited to public authorities and institutions, NGOs and interest groups as well as the global investment and corporate community. An approach is selected in the best interest of the Fund and not in violation of any laws or internal policies.

Accendo adheres to its Conflicts of Interest Policy and maintains and operates effective operational and administrative measures designed to identify, prevent, manage and monitor conflicts of interest thereby ensuring that the Fund is not affected by a potential conflict of interest. When an Accendo director also serves as director of an underlying investment, they are made aware of their legal responsibilities. As part of a voting decision, Accendo will identify any potential conflicts of interest in relation to proxy voting and submit any conflicts to the Accendo’s Compliance Officer to manage or resolve.

Proxy voting is paramount for good stewardship and the Fund’s proxies are voted solely in the best interest of the Fund. In determining how to vote a proxy, Accendo considers views of the Board of Directors, subject to analysis of the overall effect of the vote on the Fund’s interest. Every vote is considered individually and Accendo strives to vote on all of them.

3.     Disclosures

This SRD II disclosure report is executed as part of Accendo’s regulatory obligation to publicly disclose information about the implementation of the Policy, specifically:

·   A general description of voting behaviour;

·   An explanation of the most significant votes; and

·   The use of the services of proxy advisors.

3.1          A general description of voting behaviour

Improved corporate governance is the foundation of its investment strategy, which Accendo believes adds to shareholder value.

Accendo’s policy on the exercise of voting rights on behalf of the Fund is outlined in item 2, above. Since taking over management of the Fund in July 2022, Accendo’s voting behaviour has been in accordance with item 2, which is designed to ensure it operates in the Fund’s best interest on engagement related matters. During the period under review, Accendo did not vote against proposals of the Board of Directors of the investee companies.

3.2          An explanation of the most significant votes

During 2023, Accendo voted at the AGM and EGM of Impact Coatings AB and the AGMs of Modelon AB, SSH Communications Security OYJ, Remedy Entertainment PLC, Careium AB, Doro AB and Hexatronic Group AB. For information on these votes, see Annex A. Accendo intends on casting votes in the AGMs of companies in which it holds shares in accordance with procedures outlined in item 2, detailed above.

3.3          The use of the services of proxy advisors

Broadridge’s (a leading independent provider of corporate governance solutions) ProxyEdge was selected to provide proxy voting services. This voting application provides proxy information through an automated electronic interface based on share positions reported directly to Broadridge by the custodian bank. The service does not extend to advisory and Accendo retains full and independent discretion with respect to proxy voting decisions.