Basis for Oppenheim Kapitalanlagegesellschaft mbH (OKAG)
exercising shareholder voting rights

When managing the investment assets entrusted to it, Oppenheim Kapitalanlagegesellschaft mbH (OKAG) acts independently and also exclusively in the interests of the investors and the integrity of the market.

This is also the case when representing investor interests with respect to third parties through the exercise of voting rights at shareholder meetings.

In doing this, OKAG orients itself to the rules of conduct and analysis guidelines for annual general meetings (AGMs) laid down by the Bundesverband Investment und Asset Management e.V. (BVI), which include how investment companies (Kapitalanlage-
gesellschaften) should fulfil their statutory obligations to investors and how they should represent investors' interests with respect to third parties.

As the most important basis for its voting systems, OKAG uses evaluations produced
by a company specialising in the analysis of AGM documents based on the afore-
mentioned BVI guidelines for AGMs.
The aforementioned guidelines also take account of the conduct of the respective share issuer in relation to rules ensuring good corporate governance, as described in, inter alia, the German Corporate Governance Code.

Acting in accordance with the aforementioned code also serves the purpose of offering comparable transparency to national and international investors by means of corporate management and monitoring of share issuers on the basis of domestic regulation.

The code, for example, refers to the dual corporate structure with management board and supervisory board. It details, amongst other things, various duties and respon-
sibilities, for instance in relation to disclosure requirements, accounting, risk manage-
ment and compliance. However the code also attaches a particular importance to management's focus on shareholders' interests.

OKAG's voting decisions as a whole are essentially oriented to the economic impact which, on the basis of the items on the agenda at the shareholder meeting and the anticipated outcome of the vote in each case, OKAG anticipates for the future develop-
ment of the share in question. Another particular focus here is on the existence of full, audited annual financial reports, any legal proceedings pending (e.g. due to contestation of financial statements, anti-trust violations or insider trading) and appropriate profit allocation.

If there are no other legitimate interests, OKAG uniformly exercises all the voting rights for all the shares from a single issuer in the investment funds it manages. Here, it primarily restricts itself to voting at the shareholder meetings of companies which have their registered office in Germany. The votes take place in person, in writing or electronically, by means of appointed voting representatives who are bound by instructions. With voting rights arising from foreign shares, the company only exercises these after considering their usefulness and the reasonableness of the expense. Foreign voting rights are only exercised via representatives bound by instructions.

At Oppenheim Kapitalanlagegesellschaft mbH, voting decisions are fundamentally the fund management's responsibility. In the case of conflict of interest, these decisions rest with the Operation Committee, which is staffed by people with company-wide responsibility, under the direction of members of management.

Please do not hesitate to contact OKAG with any questions.

http://www.bvi.de/de/englische_seiten/publications_and_statistics/downloads/HM_Aktiv_60661423_3.pdf 
http://www.bvi.de/de/bvi/leitlinien_standards/analyse_leitlinien/index.html 
http://www.corporate-governance-code.de/index-e.html