August 2023
This material was prepared by DXA and all rights are reserved. Therefore, it may not be copied, reproduced or distributed without the express prior consent of DXA.
1.1 DXA Gestão de Investimentos S.A. ("DXA" or "Manager") has adhered to the Code for Management of Third Party Resources ("Code") of the Brazilian Association of Financial and Capital Markets Entities ("ANBIMA"), which provides that all participating institutions responsible for the management of Investment Funds ("Funds")shall adopt a Policy for Exercising Voting Rights in Meetings ("Voting Policy") in conformity with the rules and procedures with respect to the exercise of voting rights in meetings for the Assets comprising the investment portfolios regulated by ANBIMA's Board.
1.2 This Voting Policy, applicable to the Funds managed by DXA, aims to establish the minimum requirements, the principles that will guide its performance, the relevant mandatory matters, the criteria and procedures to be used by the Manager when exercising the right to vote in general meetings of asset issuers ("Meetings"), in order to protect the interests of shareholders of the Funds managed by it and meet the provisions of the Code.
2.1 This Policy does not apply in cases of:
(i) Exclusive or reserved funds, which already provide in their regulations a clause that does not oblige the adoption, by the Manager, of a voting policy;
(ii) Financial assets whose issuers are based outside Brazil; and
(iii) Brazilian Depositary Receipts ( BDR's).
3.1. DXA shall exercise its voting rights at the Meetings as a representative of the Funds under its management in the best interests of the shareholders and the Funds, employing the care and diligence that every active and upstanding man habitually applies to the management of his own affairs, using his best efforts to vote favorably for the resolutions that he believes to be beneficial or add value to the shareholders and the Funds.
4.1. The exercise of the Voting Policy is mandatory in relation to the matters described below ("Mandatory Material Matters"), except as provided in item 2.1 above:
4.1.1 In the case of shares, their rights and splits:
(i) election of representatives of minority shareholders on the Board of Directors, if applicable;
(ii) approval of option plans for remuneration of the company's managers, if it includes "in-price" call options (the exercise price of the option is lower than that of the underlying share, considering the date when the Meeting was called);
(iii) acquisition, merger, incorporation, spin-off, changes in control, corporate reorganizations, changes or conversions of shares and other changes in the by-laws, which may, in the opinion of DXA, generate relevant impact on the value of the assets held by the Fund; and
(iv) other matters implying differentiated treatment.
4.1.2 In case of fixed or mixed income financial assets: changes in the term or conditions of payment terms, guarantees, anticipated maturity, anticipated redemption, repurchase and/or remuneration originally agreed upon for the operation.
4.1.3 . in the case of Fund shares:
(i) changes in the investment policy that change the CVM class or ANBIMA type of the Fund, pursuant to ANBIMA's rules and procedures for Fund Classification 555;
(ii) change of Fiduciary Administrator or Resource Manager, other than among members of its conglomerate or economic group;
(iii) increasing management fees or creating entry and/or exit fees;
(iv) changes in the redemption conditions that result in an increase in the exit term;
(v) merger, incorporation, or spin-off, which causes a change in the conditions mentioned in the previous items;
(vi) liquidation of the investment fund; and
(vii) Quotaholders' meeting in the cases foreseen in the Securities and Exchange Commission Regulations.
4.1.4 Specifically for FIIs:
(i) changes in the investment policy and/or the object described in the regulation;
(ii) change of Fiduciary Administrator, Asset Manager or Real Estate Consultant, provided they are not members of the same Conglomerate or Economic Group;
(iii) Increase in management fee, creation of entry fees or creation or increase in advisory fee;
(iv) appreciation of the appraisal report of assets and rights used in the payment of FII quotas;
(v) election of shareholder representatives;
(vi) merger, incorporation, or spin-off, which cause a change in the conditions listed in the previous items; and
(vii) Liquidation of the Fund.
4.1.5 Specifically for the real estate that is part of the FII's portfolio:
(i) Approval of extraordinary expenses;
(ii) Budget approval;
(iii) Election of liquidator and/or directors; and
(iv) Change in the condominium agreement that may impact the liquidity conditions of the property, at the discretion of the Asset Manager.
4.2. The exercise of the Voting Policy will be at DXA's sole discretion if:
(i) the Assembly takes place in any city that is not a state capital and remote voting is not possible;
(ii) the cost related to the exercise of the vote is not compatible with the Asset's participation in the Fund;
(iii) the total participation of the Funds under management, subject to the Voting Policy, in the voting fraction in the matter is less than 5% and no Fund has more than 10% of its assets in the Asset in question;
(iv) there is a conflict of interest situation, observing the provisions of item V below; or
(v) the information made available by the company is not sufficient, even after requesting additional information and clarifications, for decision making.
5.1. DXA will exercise the right to vote, under the terms disposed in this Voting Policy, always guided by the principles of transparency, ethics and loyalty, respecting the segregation of activities imposed by the legislation in force. However, situations of conflict of interest may occur and are thus considered those that may, in some way, influence DXA's decision as to the vote to be cast, in which case the procedures below will be adopted:
5.1.1 Conflict of interest situations will be analyzed by DXA's compliance area, which will evaluate all its aspects and issue a conclusive opinion on the situation:
(i) in the event of a conflict of interest, DXA will adopt internal procedures to resolve the conflict in time for your participation in the Meeting; or
(ii) if it is not possible to adopt the procedures in a timely manner, DXA shall cease to exercise its voting rights at the Meetings, keeping its justification available to any shareholders upon request.
6.1 The person responsible for the control and execution of this Voting Policy is Mr. Oscar Vita Decotelli da Silva.
6.2 DXA shall be diligent in monitoring the occurrence of Meetings of companies issuing assets held by the Funds and the Trustee of the Funds shall forward to DXA such notices of meetings as it becomes aware of.
6.3 The decision making procedure, registration and formalization will take place as follows:
Once DXA becomes aware of the occurrence of Meetings at which it must exercise voting rights in accordance with this instrument, DXA will coordinate the decision-making, registration and formalization procedure for the exercise of voting rights on behalf of the Funds it manages.
6.3.2 Once the position of the Funds has been decided at the Meeting, a representative of DXA (which may be either one of its employees or a third party hired specifically for this purpose) will attend the Meeting to exercise his/her vote.
7.1 The DXA will forward to the trustee of the Funds a summary of the content of the votes cast, as well as the summary justification of the vote cast or the summary reasons for eventual abstention or non-exercise of the right to vote, within up to 5 (five) days after the date of the Meeting. The content of the justification of the vote will be inserted by the trustee in the CVM system, according to the applicable regulation.
7.2 The Funds' fiduciary administrator will make the votes cast available to shareholders by one of the available means of communication, such as, for example, letter, the World Wide Web (Internet), electronic mail (e-mail) and/or monthly statement.
7.3 DXA is available to all shareholders of the Funds for any clarifications that may be necessary through the following contact information:
E-mail: ir@dxainvest.com
Address: Rua Saturnino de Brito, 190 - Lagoa, Rio de Janeiro/RJ -Brazil - CEP 22470-030
This Voting Policy is available in its full and updated version at http://www.dxainvest.com
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