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SRDII Disclosure Notice (Utmost Luxembourg)

Disclosure in accordance with Directive (EU) 2017/828, the “Shareholder Rights Directive II” (SRD II)

Utmost Luxembourg S.A. provides a range of insurance-based unit-linked wealth planning solutions. In this context, and in contrast to general insurance funds under which the assets of all policyholders of the insurance company are managed together according to principles determined by the insurer, assets underlying a unit-linked life insurance contract are managed at the discretion of an appointed investment manager pursuant to the investment strategy selected by each policyholder.

As a consequence of this type of arrangement whereby the investment manager is vested with such discretion, Utmost Luxembourg S.A. is not involved in asset management decisions and therefore it does not monitor the corporate governance or capital structure of listed investee companies. However, Utmost Luxembourg S.A. may decide to use its voting right, if it is deemed to be relevant considering the size of possession or the topic of the vote. Utmost Luxembourg S.A. may use its voting right directly or via an authorisation.

Utmost Luxembourg S.A. appoints investment managers following a rigorous selection and due diligence process, after which it enters into an Investment Management Agreement with each investment manager it appoints. The Investment Management Agreement describes the framework for the management of assets underlying a life insurance contract.

Investment managers follow the investment mandate provided for each policy account. The investment mandate defines in which asset classes and within which allocation ranges the investment manager may invest at his own discretion and without further guidance by Utmost Luxembourg S.A.. A dedicated investment mandate is provided to the investment manager for each account on the basis of the investment strategy selected by the policyholder.

Investment managers do therefore neither align the management of the assets linked to life insurance contracts issued by Utmost Luxembourg S.A. to the financial structure or governance of Utmost Luxembourg S.A. nor is the remuneration of the investment manager linked to these factors.

The Investment Management Agreement between Utmost Luxembourg S.A. and the investment manager is in force until further notice.

Utmost Luxembourg S.A. monitors the compliance of assets managed by the appointed investment managers.