Hudson Bay Capital UK LLP (“HBC UK LLP” or “Firm”)
Shareholder Rights Directive II (‘SRD II’) Statement
SRD II (Directive (EU) 2017/828, amending Directive 2007/36/EC) was implemented in the United Kingdom with effect from 10 June 2019. The requirements that apply to a firm such as HBC UK LLP are set out in the Financial Conduct Authority’s Conduct of Business Sourcebook (“COBS”) at COBS 2.2B, which is the source of the Firm’s obligations. Under COBS 2.2B.5R, the Firm must either:
- Develop and publicly disclose an engagement policy that meets the requirements of COBS 2.2B.6R, describing how the Firm integrates shareholder engagement in its investment strategy, monitors investee companies, conducts dialogues with them, exercises voting rights and other rights attached to shares, cooperates with other shareholders and manages related conflicts of interest; and
- Publicly disclose, on an annual basis, how that engagement policy has been implemented in a way that meets the requirements of COBS 2.2B.7R, including a general description of voting behaviour, an explanation of the most significant votes, reporting on the use of the services of proxy advisers and disclosure of how votes have been cast; or
- Publicly disclose a clear and reasoned explanation of why the Firm has chosen not to comply with any of those requirements.
These requirements apply only to the extent that the Firm invests on behalf of investors in shares traded on a regulated market (or on third country markets that meet comparable requirements and where the shares dealt in are of a quality comparable to those on a UK regulated market).
The Firm’s investment strategies are characterised by relatively short holding periods, predominantly hedged and non-directional exposures, and positions that are frequently taken through derivative instruments carrying no voting or other rights attached to shares. Shareholder engagement is not generally a component of the Firm’s investment process, and the Firm does not generally seek to exercise influence over the governance of the issuers to which it has exposure.
Where the Firm does hold shares carrying voting rights, it exercises those rights, if at all, in the economic interests of the funds it advises and on a case-by-case basis, rather than pursuant to a published engagement policy.
For the reasons set out above, the Firm has chosen not to comply with the requirements imposed by COBS 2.2B.5R(1). Accordingly, the Firm does not maintain or publish an engagement policy under COBS 2.2B.6R and does not make the annual implementation and voting disclosures contemplated by COBS 2.2B.7R. This statement constitutes the Firm’s clear and reasoned explanation of that decision, as required by COBS 2.2B.5R(2). The Firm supports the objectives that underlie SRD II.
The Firm’s position on shareholder engagement is consistent with its Stewardship Code Disclosure, which is also available on this website. The Firm will review this statement at least annually and will amend it if its investment strategies change such that the requirements of COBS 2.2B become relevant.
Any questions regarding this statement should be directed to compliance@hudsonbaycapital.com.
Statement last updated: September 2026
