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W&W Asset Management Ireland DAC 
Shareholder Engagement Policy

Shareholder Engagement Policy & The Shareholders Rights Directive (SRD II)

 

The Shareholder Rights Directive 2017/828 (SRD II) amends Directive 2007/36 (SRD I) and promotes long-term shareholder engagement and enhances the transparency between EU-listed companies and their investors.

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The Shareholders’ Rights Regulations 2020 require asset management companies to develop and publicly disclose an engagement policy that describes how they integrate shareholder engagement in their investment strategy. W & W Asset Management Ireland DAC (“WWAMI” / the “Firm”) has established this policy in compliance with SRD II requirements. 

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The Firm provides (inhouse) investment management services and the firm also delegated day-to-day investment management of a number of funds to third party asset managers (“sub-investment managers”), as described below.  

 

Inhouse Investment Management Services

For the purposes of SRD II, WWAMI is identified as a relevant asset manager.

The Shareholder Engagement and Annual Engagement and Investor (Client) Reporting Policies below only apply when the Funds invest in EU listed companies.

 

As such this policy and disclosure only applies to the following Funds and sub funds under the management of the firm

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UCITS -  The W&W Global Investments Fund, with the following sub funds:

  • W&W Flexible Premium

  • W&W Flexible Premium II

 

AIFs – Global Horizons, with the following in scope sub fund – Pineal Capital Fund I.

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Third Party Investment Managers

 

WWAMI has delegated the investment management function for a number of funds under its management to various third party Investment Managers. Therefore, the Firm shall rely on the policies of each relevant Investment Manager to adhere to the disclosure requirement, if applicable. The Firm has policies and procedures in place to maintain on-going oversight of their delegated activities.

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Shareholder Engagement Policy

This policy outlines the Firm’s approach to monitoring investee companies, exercising shareholder rights, managing conflicts of interest, and engaging with investee companies and stakeholders in line with SRD II requirements; and describes how the Firm monitors investee companies on relevant matters including:

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The Firm’s UCITS strategies typically:

  • Invest in a highly diversified portfolio of listed securities

  • Hold positions which are small relative to the market capital

  • Do not seek to influence corporate strategy or governance,

  • Prioritise diversification and portfolio efficiency over active engagement.

 

Given these features, the Firm’s ability to effect change through shareholder engagement is inherently limited, and the exercise of voting rights rarely has a material impact on investee companies.

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Routine voting matters, such as approval of financial statements, dividend declarations, and standard director appointments, are unlikely to be value‑enhancing or strategic engagement opportunities for the Funds.

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Under SRD II, asset managers are expected to monitor investee companies. However, monitoring must be proportionate to the investment strategy.

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Given the diversified, small‑position nature of the Funds, the Firm performs high-level, risk‑based monitoring focused on:

  • Publicly available financial information,

  • ESG‑related disclosures (where relevant),

  • Creditworthiness, liquidity, and other investment‑risk factors.

  • Monitoring strategy, financial and non-financial performance and risk and capital structure is  sub delegated to the fund advisor as mandated through an Investment Advisory Agreement, as applicable.

 

This monitoring does not extend to active stewardship or ongoing engagement with company boards or management.

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WWAMI manages actual and potential conflicts of interest in relation to its engagement by:

  • Maintaining an up to date Conflict of Interest Policy

  • Maintaining a Conflict of Interest Register

  • Receiving Annual Employee Conflict of Interest declarations

  • Receiving Quarterly Directors Conflict of Interest declarations

  • Maintaining and enforcing a Personal Account Dealing Policy

  • Enacting a Company Code of Conduct

  • Maintaining a Conduct Risk Policy.

 

For the AIF sub‑fund in scope, Pineal Capital Fund I, the investment strategy focuses on identifying mispriced opportunities, typically within secular growth sectors. The AIFM targets companies operating in long‑term structural growth industries that it believes are under‑researched, under‑owned, or have underperformed operationally and/or in share price terms. While the engagement strategy of the sub‑fund may include interaction with investee companies where appropriate, the sub‑fund did not exercise any voting rights during the reporting period and had not cast any votes as of 31 December 2025.

 

Annual Engagement and Investor (Client) Reporting Policy

Under SRD II, a relevant asset manager that has developed an engagement policy shall, on an annual basis, publicly disclose how its engagement policy has been implemented. WWAMI shall, on an annual basis, disclose on its website how it has implemented its Shareholder Engagement Policy.

 

Under SRD II, where a relevant asset manager invests on behalf of a relevant institutional investor through a collective investment undertaking, the relevant asset manager shall disclose, on an annual basis to the institutional investor how its investment strategy complies with that mandated investment strategy and contributes to the medium to long-term performance of the assets of the funds.

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WWAMI, on an annual basis, will report on the following items:

  • the key material medium to long-term risks associated with the investments,

  • portfolio composition,

  • turnover and turnover costs,

  • the use of proxy advisors for the purpose of engagement activities, and

  • the asset manager’s policy on securities lending and how it is applied to engagement activities

  • how the relevant asset manager makes investments decisions based on its evaluation of medium to long-term performance of the investee company, including non-financial performance, and

  • whether and, if so, which conflicts of interest have arisen in connection with engagement activities and how the asset manager has dealt with them.

 

SRD II Declaration

In accordance with the Shareholder Rights Directive II (SRD II), WWAMI is required to publish an annual disclosure describing how it has implemented its Shareholder Engagement Policy for the UCITS and AIFs that fall within the scope of the Directive. During the year ended 31 December 2025, none of the in‑scope UCITS or AIF sub‑funds engaged in meaningful shareholder engagement activities.

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The funds did not exercise voting rights nor conduct meaningful communication with investee companies during the period. As a result, no engagement activity occurred, and this disclosure is provided pursuant to the SRD II ‘comply or explain’ requirements.

 

Review and Oversight of the Policy

This Policy will be reviewed annually or when necessary to reflect any changes in legal or regulatory requirements, market developments, or the Company’s approach to shareholder engagement. The Board of Directors is responsible for approving any changes to this Policy and ensuring its effective implementation.

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