Stewardship Code

The UK Stewardship Code (the “Code”)

This statement explains the approach of Alchemy Special Opportunities LLP (“ASOP”) to the Code, and is given in accordance with COBS 2.2.3 R of the FCA Handbook. The Code is not compulsory but instead sets out behaviour which has been accepted by the industry as good practice. Where investors do not commit to the Code, they must set out their alternative investment strategy.

Background to ASOP

ASOP is an independent investment advisory firm, which advises the Alchemy Special Opportunities Fund II L.P. and Alchemy Special Opportunities Fund III L.P. (the “ASOP Funds”). Investors in the ASOP Funds consist predominantly of large institutional investors. The ASOP Funds invest in debt, equity and loan securities issued by European companies which are either in financial distress or other special situations. The ASOP Funds do not regularly hold large equity positions in UK listed companies and as a result, ASOP has chosen not to commit to the Code.

Investment strategy

The ASOP Funds invest in loans, debt and equity securities and other obligations of companies that are in financial distress and other special situations. The ASOP Funds do not make investments in listed companies in anticipation of hostile takeovers. Investments will primarily be made in companies which are situated in Europe.

Where possible, and depending on the type of investment, ASOP may on occasion seek representation on the board of directors or similar body. The level of involvement and monitoring from ASOP will also depend on whether the investment in question has been made with a view to restructuring the company in question or some other sort of special situation. ASOP may meet with directors of investee companies and where relevant other co-investors and shareholders in relation to investee companies.

ASOP’s investment process ensures that senior members of ASOP are responsible for specific investments in investee companies and take a lead on any dialogue with that investee company.

ASOP takes an active approach to protecting the value of shareholdings held by the ASOP Funds. This may require ASOP to engage with the management of an investee company on a specific issue, request a general meeting of the investee company or a realisation of some or all of the shares held by the ASOP Funds, where appropriate. Where ASOP Funds have the right to vote shares held in investee companies, ASOP will recommend that those shares are voted in accordance with what it considers to be the best interests of the ASOP Funds. This will not necessarily be in support of the board of the investee company. In order to ensure that it recommends actions in the best interests of the ASOP Funds, ASOP will consider stewardship issues on a case by case basis in light of the relevant facts.

ASOP only advises the ASOP Funds and does not advise, manage or operate any other investment funds or products. It is an independently owned partnership. The owners of the LLP are also co-investors in the ASOP Funds and are economically aligned with third party investors. Conflicts of interest between ASOP and the ASOP Funds relating to investee companies are therefore likely to be rare. Any conflicts that do arise will be dealt with in accordance with ASOP’s own conflicts of interest policy and in accordance with the constitutional documents governing the terms of the ASOP Funds.

ASOP contributes to the annual and quarterly reports to the investors in the ASOP Funds with updates and descriptions on matters affecting investee companies, subject to applicable confidentiality obligations.

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