LEGAL NOTICE
Report on Shareholder Engagement and voting rights Policy for 2022
Preamble
With offices in the US and Europe, ARCHIMED is a leading investment firm focused exclusively on healthcare industries. Its mix of operational, medical, scientific and financial expertise allows ARCHIMED to serve as both a strategic and financial partner to healthcare businesses. Prioritized areas of focus include Biopharma Products, Consumer Health, Healthcare IT, In Vitro Diagnostics, Life Science Tools & Biologic Services, MedTech, and Pharma Services. ARCHIMED helps partners internationalize, acquire, innovate and expand their products and services. ARCHIMED manages €8 billion across its various funds, including the largest healthcare-only private equity fund raised by a European-based General Partner. Since inception, ARCHIMED has been a committed Impact investor, both directly and through its EURÊKA Foundation.
The purpose of the shareholder engagement policy is to present the management company’s commitments as a shareholder or creditor and the procedures for exercising the rights attached to the interests it holds.
It explains the reasons for ARCHIMED’s commitment and its objectives as well as the measures leading to its implementation.
This report was drafted abiding by the provisions of Articles L.533-22 and R.533-16 of the Financial Currency Code.
I. General description of how voting rights were exercised
a. Vote Scope
ARCHIMED has implemented a procedure for exercising voting rights in accordance with article 314-100 of the RGAMF. The voting policy is updated regularly and is available on the website or at the head office.
Regarding the 2022 financial year, the organization of voting rights is as follows: the investment teams are responsible for examining and analyzing the resolutions presented by the listed or unlisted companies in which the Funds are invested.
b. Explanation of the choices made on the votes
ARCHIMED’s teams apply monitoring and analysis principles to each of the resolutions proposed to General Meetings.
These teams apply the voting policy in a pragmatic manner, taking into account the specificities of each holding (sector of activity, national regulations, size, shareholder structure, international context, economic and financial circumstances, etc.)
The ARCHIMED teams voted in favor of all the resolutions proposed to the General Meetings.
Without being exhaustive, the main resolutions concerned:
Approval of the financial accounts and allocation of the result
Approval of regulated agreements
Decisions leading to a modification of the statutes
Appointment of auditors
Appointment and dismissal of governing bodies
Remuneration of corporate officers
Program for issuing and buying back equity securities, including dividends
c. Voting rights organization
ARCHIMED exercises its rights in accordance with its own voting policy, mainly in physical presence at General Meetings.
II. Analysis of the general meetings season
This report covers the votes exercised by ARCHIMED during the year 2022 in accordance with its voting scope.
a. Votes on Listed Securities
ARCHIMED has no holdings in any listed company.
b. Votes on unlisted securities
In fiscal year 2022, ARCHIMED attended 27 general meetings of unlisted companies.
The ARCHIMED teams have analyzed all the resolutions submitted.
c. Votes derogating from the voting policy
During 2022, ARCHIMED voted in accordance with the principles defined in its voting policy. No vote was exercised in derogation of its principles.
d.Conflict of interest management
Potential conflicts of interest that may arise from the exercise of voting rights are governed by the policy for the prevention and management of conflicts of interest, as well as by good practices such as Chinese Wall.
During 2022, ARCHIMED did not detect any potential conflict of interest in connection with the exercise of voting rights.