Spring does not require or seek collective decision-making or action with respect to acquiring, holding, disposing and/or voting of securities. Signatories are independent fiduciaries responsible for their own investment and voting decisions and must always act completely independently to set their own strategies, policies and practices based on their own best interests. The use of particular engagement tools and tactics, including the scope of participation in Spring engagements, is at the discretion of individual signatories. Spring facilitates the exchange of public information, but signatories must avoid the exchange (including one-way disclosure) of material non-public or competitively sensitive information, including with other signatories, participants in engagements, Spring and the PRI itself. Even the exchange of information in the context of collaboration can give the appearance of a potentially unlawful agreement; it is important to avoid exchanging information which might result in, or appear to result in, a breach of corporate or competition law.

Signatories may not claim to represent other signatories or make statements referencing other signatories without their express consent. Any decision by signatories to take action with respect to acquiring, holding, disposing and/or voting of securities shall be at their sole discretion and made in their individual capacities and not on behalf of Spring or other PRI signatories or members. Signatories must avoid coordination of strategic behaviour between competitors that impacts or is likely to impact competition.

Spring does not act or speak on behalf of Spring signatories. Spring also does not seek directly or indirectly, either on their own or another’s behalf, the power to act as proxy for a security holder and does not furnish or otherwise request, or act on behalf of a person who furnishes or requests, a form of revocation, abstention, consent or authorization. In addition, Spring does not provide investment or voting recommendations, and signatories are not obligated by Spring to make investment or voting recommendations based on the investment or voting behaviour of other signatories.

The terms of engagement, responsibilities, rights and other information contained elsewhere herein are intended to be interpreted in a manner consistent with the foregoing.

Last updated: 1st February 2024