Edelweiss Asset Management Limited (The AMC) is the Asset Management Company for Edelweiss Mutual Fund. The AMC has set out this Voting Policy. The Policy contains the principles that form the basis of all votes. The AMC believes that these principles are essential to ensure the long-term performance of assets managed by the AMC. The AMC will manage voting rights with the same level of care and skill as it manages the funds. In general, the AMC does not have the intention to participate directly or indirectly in the management of the companies but it will use its influence as the representative of the shareholders amongst others by exercising its voting rights in accordance with the best interests of its fund’s unit holders.

Voting Right means, the right of a shareholder to vote on matters of corporate policy and other resolutions. The exercise of voting rights requires the regular monitoring of financial performances, corporate governance matters, industry performances and subsequent consideration of the potential impact of a vote on the value of the securities of the issuer held by the schemes of Edelweiss Mutual Fund. In order to discharge its obligations under this policy, the AMC accesses and utilizes research on management performance and corporate governance issues, drawn from its in-house research team, independent research firms amongst others.

The Schemes are entitled to exercise the voting rights attached to the shares. The shareholders do not necessarily need to be physically present at the site of the company's annual meeting / extra-ordinary general meeting in order to exercise their right to vote. It is common for shareholders to voice their vote by proxy.

In connection herewith, the AMC will exercise adequate safeguards to address any conflicts of interest with regard to any individual investments. This may imply that the AMC through its representatives may decide to refrain from exercising its voting rights if considered appropriate. Further, keeping in mind the administrative exigencies, the AMC may, to start with, choose to exercise its voting rights guided by the following criteria:

• the cumulative holding by all the schemes of Edelweiss Mutual Fund in the Company exceeds 0.1% of the total paid up capital of the Company; and/or
• the said Company forms part of the top 10 scrips held in total by all the schemes of Edelweiss Mutual Fund as on the date of notice of the annual meeting / extra-ordinary general meeting of the Company.

Mutual fund assets will only be voted in the exclusive interest of the unitholders, without taking into consideration the interest of the businesses of Edelweiss Group Companies. The strict separation of the AMC’s asset management activities from other activities within Edelweiss Group prevents access of the Asset Management Company to insider and price sensitive information for which use and/or disclosure of such information could generate conflicts of interest. As a result, Edelweiss Group companies inter se may cast different votes on a voting issue.

The AMC supports resolutions that promote the functioning of boards in the best interests of the shareholders, resolutions that change the state of incorporation, merger etc. which are in the shareholders value. Issues, including those business issues specific to the issuer or those raised by shareholders of the issuer, would be addressed on a case-by-case basis with a focus on the potential impact of the vote on shareholder value. The AMC reserves the right to vote against any resolution that goes against the interest of its unit holders.

Any of the following personnel/ representatives of the AMC or an externally authorised agency would be delegated the responsibility for exercising the voting rights by the Managing Director or Chief Executive Officer (CEO) (by whatever designation called) or Chief Investment Officer (CIO):

• Chief Investment Officer (CIO)
• Fund Manager (s)
• Head – Compliance
• Company Secretary
• Head – Research/ Research Analyst(s)
• Representative of an externally authorized agency such as the Custodian

There may be circumstances where the AMC believes it is in the best interests of a Fund to vote differently than in the manner contemplated by the Guidelines. The ultimate decision as to the manner in which the AMC's representatives / proxies will vote rests with the AMC.