Shareholder Rights Directive (Directive (EU) 2017/828) ("SRD II")
Under the rules of Luxembourg, the Republic of Ireland and the United Kingdom implementing Article 3(g) of Directive 2007/36/EC as amended by Directive (EU) 2017/828 (the "Shareholder Rights Directive"), certain portfolio managers and alternative investment fund managers, which invest in shares traded on an EEA regulated market or a comparable non-EEA market, are required, on a comply or explain basis, to develop and publicly disclose a shareholder engagement policy and publicly disclose on an annual basis how that policy has been implemented.
Each of Bain Capital Investments (Europe) Ltd; Bain Capital Credit, Ltd; Bain Capital Investments (Ireland) Limited; and Bain Capital Investments (Luxembourg) S.à r.l. (the "Firms") have determined that it is not appropriate to develop a shareholder engagement policy for the purposes of the Shareholder Rights Directive. This is because investing in shares traded on an EEA regulated market or a comparable non-EEA market only accounts for a very small proportion of those Firms' business activities and any investment in shares traded on an EEA regulated market or a comparable non-EEA market is expected to be only incidental to the private equity or credit investing activities (as appropriate) of each Firm.