T Rowe Price Group Inc

Our Public Policy Engagement and Political Participation Policy governs the firm's approach to advocacy, including through our participation in trade associations. Our Legislative and Regulatory Affairs (LRA) team, together with other key internal stakeholders, participates in advocacy initiatives on a selective and strategic basis. We may provide input to relevant trade associations or engage individually on a particular regulatory consultation. [...] Following the establishment of the global ESG Oversight Committee (ESGOC) in 2023, we adopted new governance practices for our ESG advocacy. Starting in 2024, ESGOC will review on an annual basis how our direct and indirect ESG advocacy aligns with our commitment to NZAM and the Principles for Responsible Investment (PRI). The NZAM alignment assessment will specifically evaluate whether our lobbying activities support achieving global net zero emissions by 2050 or sooner. On an ongoing basis, the LRA team will assess this alignment for relevant advocacy projects and follow escalation procedures in case of nonalignment.

###### 2022 stewardship reporting and review process

We reviewed the sign-off process for our 2021 stewardship report to identify the lessons learned, so these could be applied to the sign-off of the 2022 report. This is discussed in more detail under Principle 5.

###### T. Rowe Price Group, Inc., Board of Directors

The Board oversees the operations of the corporate entity, and it has delegated ESG oversight to its Nominating and Corporate Governance Committee (NCGC) pursuant to the NCGC Charter. The Nominating and Corporate Governance Committee of the T. Rowe Price Group Board remains the signing entity for the 2022 report; it is staffed with fully independent non-executive directors. One change to the streamlined process for 2022 was that the approval of the TRPIL board would not be required for the 2022 report, and only one member of our Chief Investment Officer Group would review and sign off the document. The NCGC approved the filing of the document subject to its prior review by the TRPA ESG Committee.

For the purpose of this report, we have provided a global overview from across our group and have reported on activities, where relevant across both our investment advisers TRPA and TRPIM, as introduced in Principle 1. However, as OHA is a separate entity from T. Rowe Price, it has only been featured at the group level. Also, where appropriate, we have provided greater regional insights for EMEA in Principle 6 asset class breakdowns.

� A skilled Board of Directors ensures strong governance.

� Our Board governance encompasses the responsible and proactive management of our environmental and social issues.

� Our Board of Directors and their oversight of sustainability issues impact the creation of long-term value for our clients and stakeholders.

� The Nominating and Corporate Governance Committee monitors performance objectives and progress against our climate-related targets.

� In 2022, the NCGC received biannual updates on corporate ESG activities."
"The TRPA and TRPIM ESG Committees oversee the activities of our proxy research provider, ISS. The ESG Committee conducts various service provider oversight activities throughout the year and reviews ISS's performance and service levels. We also ask ISS to provide voting results for a select sample of votes cast to ensure they were transmitted to the issuer in a timely and accurate manner. Documentation is reviewed by select members of the ESG Committee and retained by the Global Proxy Operations team. In addition to reviewing documentation, meetings are held periodically with ISS staff and senior management throughout the year, which include discussions on ISS's business plans, its service levels and forward-looking trends in corporate governance. On a weekly basis, members of our Global Proxy Operations team, based in our Baltimore headquarters, and the lead from our Service Provider Management function, who oversees the ISS relationship, meet with two senior members of the ISS Governance Client Success team, an ISS regional director and our client success manager. The weekly agenda reflects any matters arising and includes a review of operational tasks such as account openings, client reporting, workflow issues within ISS's Proxy Exchange, our voting platform as well as any upcoming development and releases within ISS's Proxy Exchange. On a monthly basis, ISS provides reports on volumes of meetings and ballots voted as well as accuracy and timelines of research and recommendations. We monitor against agreed benchmarks. To date, there have been no issues where ISS has fallen below the benchmarks. However, if required standards are not met, we have a service credits arrangement in place and would seek an explanation and potential remediation from ISS. We also monitor access to the Proxy Exchange platform. Global Proxy Operations polls the Governance team regularly for any policy errors and is copied on correspondence between the Governance team and the ISS Custom Policy team. In the event of a policy application (or any other error), we would receive an incident write-up including root cause and remediation, and then track the remediation. Any errors or performance issues would also be reviewed during our annual proxy voting due diligence review."
"CASE-BY-CASE, if we believe the decision to engage in political or lobbying activities poses a unique risk for a particular company and it is unclear whether the board oversees and monitors such risk adequately, T. Rowe Price will generally support shareholder resolutions seeking additional disclosure. A company's level of disclosure on this issue relative to its peers is a consideration, as is the level of consistency between a company's public statements on ESG issues and the nature of its lobbying activity. [...] Shareholder proposals related to political spending and lobbying CASE-BY-CASE, if we believe the decision to engage in political or lobbying activities poses a unique risk for a particular company and it is unclear whether the board oversees and monitors such risk adequately, T. Rowe Price will generally support shareholder resolutions seeking additional disclosure. A company's level of disclosure on this issue relative to its peers is a consideration, as is the level of consistency between a company's public statements on ESG issues and the nature of its lobbying activity.

The ESG Committee's primary purpose is to assist the Investment Steering committees (US Equity, International Equity, Multi-Asset, and Fixed Income) and is made up of senior investment leaders, with additional representatives from Legal and Operations. The ESG Committee is co-chaired by the Head of Corporate Governance and the Director of Research, Responsible Investing. It typically meets twice per year but also meets on an ad hoc basis if necessary. The role of the ESG Committee is to oversee: � ESG policies (including the proxy voting guidelines and exclusions lists) � Implementation of ESG in investment processes � Implementation of the proxy voting policy � Implementation of exclusion lists � Impact investment framework [...] The committee submits an annual report to the applicable T. Rowe Price Funds' Board of Directors summarising voting results, policies, procedures, and other noteworthy items. The ESG Committee also oversees the process for exclusion lists. This includes human rights violators, which is applied firmwide, and controversial weapons, which is applied to our UK open ended investment company (OEIC), European and international Société d'investissement à capital variable (SICAV) and Canadian Pooled Funds. They also oversee other exclusion lists such as those applied to our socially responsible and Impact fund ranges. A sub-committee, the Exclusion List Advisory Group, consisting of investment professionals and legal counsel, assists ESG specialist teams to assess ambiguous situations regarding exclusions.

Our Public Policy Engagement and Political Participation Policy governs the firm's approach to advocacy, including through our participation in trade associations.\n\nOur Legislative and Regulatory Affairs (LRA) team, together with other key internal stakeholders, participates in advocacy initiatives on a selective and strategic basis. We may provide input to relevant trade associations or engage individually on a particular regulatory consultation.\n\nOne of our key advocacy priorities is to support the improvement of climate-related financial reporting aligned to current and upcoming standards, including the International Sustainability Standards Board (ISSB). We believe that the adoption of both of the ISSB's IFRS S1 (general sustainability) and S2 (climate-related) disclosure standards represent a significant step toward aligning voluntary corporate sustainability reporting frameworks in order to provide decision-useful disclosures for investors. In this regard, in 2023, we responded to two consultations conducted by the UK government, where we expressed support for the UK's adoption of both of the ISSB standards: IFRS S1 (general sustainability) and S2 (climate-related) disclosure standards. Advocating for ISSB standards adoption supports our advocacy commitment under the Net Zero Asset Managers initiative (NZAM) of achieving global net zero emissions by 2050 or sooner.\n\nIn addition, our ESG investment professionals participate in a variety of working groups globally to help define and develop standards and frameworks that promote best practices. For example, TRPA's head of ESG, Fixed Income has joined the Sovereigns and Derivatives working groups of the Institutional Investors Group on Climate Change (IIGCC) to help develop a net zero framework for sovereign bonds, paving the way for inclusion of this asset class in future NZAM commitments.\n\n###### ESG Advocacy Oversight\n\nFollowing the establishment of the global ESG Oversight Committee (ESGOC) in 2023, we adopted new governance practices for our ESG advocacy. Starting in 2024, ESGOC will review on an annual basis how our direct and indirect ESG advocacy aligns with our commitment to NZAM and the Principles for Responsible Investment (PRI). The NZAM alignment assessment will specifically evaluate whether our lobbying activities support achieving global net zero emissions by 2050 or sooner. On an ongoing basis, the LRA team will assess this alignment for relevant advocacy projects and follow escalation procedures in case of nonalignment.

###### Committees With ESG Oversight\n\nWe recognize that sustainability touches all parts of our business. To ensure we are appropriately identifying and managing potential sustainability-related risks and opportunities, such as climate risk, we have incorporated sustainability considerations into our core business functions, including those of our Board.\n\n� The Nominating and Corporate Governance Committee (NCGC) oversees ESG\n\nacross the firm. This includes ESG matters related to both the firm's operations\nand our investment activities, such as monitoring performance objectives and\nprogress against our climate-related corporate goals and targets. The NCGC\napproved the firm's Scope 1 and 2 net zero target at its February 2023 meeting.\nThe head of ESG Enablement generally briefs the NCGC biannually. As part of\nthese regular briefings, the NCGC received an update on the firm's ESG strategy in\nOctober 2023. In January 2024, the head of ESG Enablement provided an update\non progress against our corporate goals, including the firm's net zero emissions\ntarget. At the May 2024 meeting, the NCGC approved this report, including\nour Investor Climate Action Plan (ICAP), and disclosures for the Task Force on\nClimate-Related Financial Disclosures (TCFD) and the Sustainability Accounting\nStandards Board (SASB). Only independent non-executives serve on the NCGC.\nAdditional details on the NCGC's responsibilities are available in its charter.\n\n� The Audit Committee considers ESG matters as they impact any disclosures in\n\nour financial statements, including climate-related risks. The Audit Committee\nreceives updates from the firm's chief risk officer (CRO) and regularly discusses\nESG legal and regulatory developments with our general counsel. Additional\ndetails on the Audit Committee are available in its charter.\n\n� The Executive Compensation and Management Development Committee\n\n(ECMDC) is responsible for considering how ESG matters may impact\nmanagement compensation. The ECMDC considers the firm's ESG efforts\nwhen reviewing and approving general salary and compensation policies for\nmanagement. Additional details on the ECMDC are available in its charter.\n\n###### Management's Roles\n\nResponsibility for ESG strategy, risk, investing, and corporate sustainability is\nconsolidated under Eric Veiel, head of Global Investments and chief investment\nofficer at T. Rowe Price Associates. Mr. Veiel is a member of the Management\nCommittee. Under his leadership, our ESG Enablement and ESG Investing teams are\nresponsible for developing and managing the firm's sustainability initiatives in their\nrespective areas of focus.\n\nT. Rowe Price's Management Committee oversees risks, including climate-related\nrisks, via the Enterprise Risk Management Committee (ERMC), which is chaired by\nthe firm's chief risk officer (CRO).\n\nRecognizing that ESG activities are present across multiple business units, the\nfirm created the ESG Oversight Committee (ESGOC) in 2023. Chaired by the firm's\nhead of ESG Enablement, the ESGOC serves as a central and global oversight body\nand supports governance around our ESG activities. The ESGOC reports to the\nInvestment Management Steering Committee (IMSC), with regular updates to the\nERMC. Mr. Veiel and the CRO serve on the ESGOC.\n\nThe ESGOC is responsible for:\n\n� Developing and driving T. Rowe Price's overarching ESG strategy\n\n� Approving ESG-related memberships, disclosures, and corporate sustainability\n\npolicies\n\n� Ensuring coordinated, consistent, and prioritized execution of ESG initiatives and\n\nmanagement of ESG risks\n\n� Fostering ESG collaboration across the organization\n\n� Embedding operational support for ESG across the organization at scale\n\n� Monitoring performance against goals and targets.

At the Eli Lilly 2022 annual general meeting (AGM), the T. Rowe Price Global Impact Equity Fund supported all four shareholder resolutions, which called for the company to provide a report on lobbying payments and policy (item 8) and to commission a third-party review of the alignment between the company's lobbying activities with its public statements (item 9). The T. Rowe Price Global Impact Equity Fund voted for these items and the resolution calling for a report on Board oversight of the risks related to anticompetitive pricing strategies (item 10) because the importance of setting market-leading expectations related to lobbying and pricing/anticompetitive practices was felt to be aligned with the mandate of the fund. The fund also voted in support of the shareholder resolution calling for an independent Board chair (item 7). [...] At the Charles Schwab Corporation 2022 AGM, the T. Rowe Price Global Impact Equity Fund voted in support of the shareholder resolution requesting a report on lobbying payments and policy (item 8). [...] Upon review, it became clear that opportunities for increased disclosure remained in the areas of lobbying priorities; direct and indirect, federal, and state lobbying payments; and trade association affiliation. Given its impact mandate, this resolution was supported by the T. Rowe Price Global Impact Equity Fund. However, the company already provides aggregate disclosure of its indirect spending, which the mainstream strategies considered to be in line with typical market practice and acceptable.

###### Corporate Political Involvement

###### The Need for Deeper Engagement

In 2021, we increased our engagement with issuers on the topic of corporate political involvement. Our decision to explore this issue more deeply arose from two issues:

First, a small number of companies held in our portfolios experienced significant value depreciation due to corruption charges stemming from political activity.

Second, we became concerned about inconsistencies observed between some issuers' stated ESG objectives and the lobbying being conducted on their behalf by trade associations.

Corporate political activity is a complex topic. The regulations around corporate political giving and disclosure of such donations vary widely across geographies. Also, the activity itself takes many different forms. For example:

§ Direct donations to candidates, such as through political action committees

§ Memberships in trade organizations that conduct lobbying

§ Public statements on social issues by company leadership

§ Participation in public comment periods regarding new legislation

§ Influencing public perception of societal issues through media channels or issue-oriented think tanks

Our engagement on this subject has been primarily in the U.S. and Australian markets, where the investor community has been most active in seeking reform or improved alignment of corporate political involvement and ESG commitments.

We continue our work on the topic of corporate political involvement. We are currently building a tool that we believe will enable us to more easily identify situations where corporate messaging on a range of ESG issues conflicts with the company's lobbying priorities.

###### Evaluating and Mitigating Risk

Involvement in the political process can be appropriate and beneficial for investors in markets where the activity is permitted and where the company takes a principled, business-focused approach to its political activities. However, there is no question that such participation also opens the potential for significant misuse, conflicts of interest, inappropriate use of corporate funds, and furthering the interests of the corporation ahead of those of its stakeholders.

**Better Risk Mitigation**

OVERSIGHT

The Board of Directors actively monitors for consistency between corporate values and those espoused by the elected representative or lobbying organization.

TRANSPARENCY

Beyond the legal reporting requirements, the company discloses its policies for political participation and its memberships in significant trade associations.

COMMUNICATION

A company's public affairs and sustainability teams communicate their priorities and commitments to avoid conflicting objectives.

ADVOCACY

When there is a gap between the company's values and those of its trade association, there should be an escalation plan.

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###### CLIMATE RISK AND CORPORATE LOBBYING

In relation to climate-related risk specifically, some situations require tailored approaches.

There is an imbalance in corporate lobbying on potential climate change regulation. While many companies are committing to net zero emissions targets for their own businesses, they do not collectively advocate for governments to adopt restrictions, tax incentives, or other mechanisms to enable economies to de-carbonize on a realistic timetable. However, there are multiple influential business associations that advocate strongly for the interests of fossil fuel producers and other high-emissions industries.

Engagement Approach When we find companies that describe climate change as a serious risk to their business yet are also members of trade associations known to resist legislative solutions to the problem, we ask how they prioritize these competing objectives. We also inquire about their efforts to escalate the conflict within the trade organization and, if they deem it unresolvable, whether they might elect to leave the association.

### POLICY ON CLIMATE-RELATED LOBBYING

Issuers should be aware of the potential for conflict between their stated positions on climate risk and their lobbying activities, such as those conducted via trade associations. While organizations may join trade groups for a variety of valid business reasons, and they may not align with every position the association takes, the Board of Directors should be actively engaged on any areas where the company's core values conflict with its direct or indirect lobbying activities. In addition to engaged Board oversight, from our perspective, the best practices to employ for mitigation of such conflicts are public transparency of lobbying, political spending, and trade association memberships; strong communication within organizations to align their sustainability and public affairs practices; and advocacy within the trade association when a gap exists between the company's values and the organization's. In particular, when a company identifies climate change as a significant risk to its business but also chooses to remain a member of a trade association known to be resisting legislative solutions to the problem, the company has a duty to explain how it prioritizes these competing objectives and how it will escalate and resolve the conflict within the trade organization.

T. Rowe Price utilizes this best practice framework and our research findings on climate-related lobbying to inform our proxy voting decisions and engagement priorities.

Oversight of governance and responsible investing

Proxy voting is an investment function within T. Rowe Price and is subject to the oversight of the Boards of Directors of the various T. Rowe Price investment advisers (including TRPA and TRPIM). Each adviser has fiduciary responsibilities. Our view is that it is the duty of the advisers to vote shares in portfolio companies solely in the interests of their clients, taking into account factors relevant to a long‑term investor.

TRPA ESG Investing Committee reports annually to all the funds' (U.S. mutual funds, SICAVs, trusts, and OEICs) Boards of Directors. TRPA provides a detailed overview of year‑over‑year changes in voting patterns, amendments to the voting guidelines, and a discussion of the management of potential conflicts of interest. We also provide a detailed analysis of our votes on environmental, social, and political matters.

In addition to the funds' Boards, which exercise direct oversight over the investment advisers, T. Rowe Price Group, Inc. (Group), is a publicly traded corporation with a separate Board of Directors. The Group Board also has an interest in ESG matters in that it oversees the corporation's ESG strategy, environmental footprint, human capital management, risk management, and other related functions.

The ESG capability of the investment advisers is a strategic issue of interest to the Group Board. For this reason, TRPA's senior ESG leaders provide annual updates to the Group Board. These presentations focus on the firm's investment in our ESG capabilities: technology resources, talent, tools, training, and products managed under ESG objectives. Our proxy voting activity is generally not part of the discussion because oversight for such investment activities is the responsibility of the funds' Boards.