Marcia Y. Lucas, Esq.
Stephen H. Bier, Esq.
Harding, Loevner Funds, Inc. - Emerging Markets Portfolio
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
O.1 | | ACCEPTANCE OF ANNUAL FINANCIAL STATEMENTS | | Management | | For | | For | | |
| | | | | |
O.2 | | CONFIRMATION AND APPROVAL OF PAYMENT OF DIVIDENDS | | Management | | For | | For | | |
| | | | | |
O.3 | | REAPPOINTMENT OF PRICEWATERHOUSECOOPERS INC. AS AUDITOR | | Management | | For | | For | | |
| | | | | |
O.4 | | TO CONFIRM THE APPOINTMENT OF F L N LETELE AS A NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.5.1 | | TO RE-ELECT THE FOLLOWING DIRECTOR: J P BEKKER | | Management | | For | | For | | |
| | | | | |
O.5.2 | | TO RE-ELECT THE FOLLOWING DIRECTOR: S J Z PACAK | | Management | | For | | For | | |
| | | | | |
O.5.3 | | TO RE-ELECT THE FOLLOWING DIRECTOR: J D T STOFBERG | | Management | | For | | For | | |
| | | | | |
O.5.4 | | TO RE-ELECT THE FOLLOWING DIRECTOR: B J VAN DER ROSS | | Management | | For | | For | | |
| | | | | |
O.5.5 | | TO RE-ELECT THE FOLLOWING DIRECTOR: D MEYER | | Management | | For | | For | | |
| | | | | |
O.6.1 | | APPOINTMENT OF THE FOLLOWING AUDIT COMMITTEE MEMBER: D G ERIKSSON | | Management | | For | | For | | |
| | | | | |
O.6.2 | | APPOINTMENT OF THE FOLLOWING AUDIT COMMITTEE MEMBER: B J VAN DER ROSS | | Management | | For | | For | | |
| | | | | |
O.6.3 | | APPOINTMENT OF THE FOLLOWING AUDIT COMMITTEE MEMBER: R C C JAFTA | | Management | | For | | For | | |
| | | | | |
O.7 | | TO ENDORSE THE COMPANY’S REMUNERATION POLICY | | Management | | For | | For | | |
| | | | | |
O.8 | | TO APPROVE THE IMPLEMENTATION REPORT OF THE REMUNERATION REPORT | | Management | | For | | For | | |
| | | | | |
O.9 | | APPROVAL OF GENERAL AUTHORITY PLACING UNISSUED SHARES UNDER THE CONTROL OF THE DIRECTORS | | Management | | Against | | Against | | |
| | | | | |
O.10 | | APPROVAL OF GENERAL ISSUE OF SHARES FOR CASH | | Management | | For | | For | | |
| | | | | |
O.11 | | APPROVAL OF AMENDMENTS TO THE NASPERS RESTRICTED STOCK PLAN TRUST | | Management | | For | | For | | |
| | | | | |
O.12 | | AUTHORISATION TO IMPLEMENT ALL RESOLUTIONS ADOPTED AT THE ANNUAL GENERAL MEETING | | Management | | For | | For | | |
| | | | | |
S.1.1 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: BOARD: CHAIR | | Management | | For | | For | | |
| | | | | |
S.1.2 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: BOARD: MEMBER | | Management | | For | | For | | |
| | | | | |
S.1.3 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: AUDIT COMMITTEE: CHAIR | | Management | | For | | For | | |
| | | | | |
S.1.4 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: AUDIT COMMITTEE: MEMBER | | Management | | For | | For | | |
| | | | | |
S.1.5 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: RISK COMMITTEE: CHAIR | | Management | | For | | For | | |
| | | | | |
S.1.6 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: RISK COMMITTEE: MEMBER | | Management | | For | | For | | |
| | | | | |
S.1.7 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: HUMAN RESOURCES AND REMUNERATION COMMITTEE: CHAIR | | Management | | For | | For | | |
| | | | | |
S.1.8 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: HUMAN RESOURCES AND REMUNERATION COMMITTEE: MEMBER | | Management | | For | | For | | |
| | | | | |
S.1.9 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: NOMINATION COMMITTEE: CHAIR | | Management | | For | | For | | |
| | | | | |
S.110 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: NOMINATION COMMITTEE: MEMBER | | Management | | For | | For | | |
| | | | | |
S.111 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: SOCIAL AND ETHICS COMMITTEE: CHAIR | | Management | | For | | For | | |
| | | | | |
S.112 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: SOCIAL AND ETHICS COMMITTEE: MEMBER | | Management | | For | | For | | |
| | | | | |
S.113 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: TRUSTEES OF GROUP SHARE SCHEMES/OTHER PERSONNEL FUNDS | | Management | | For | | For | | |
| | | | | |
S.2 | | APPROVE GENERALLY THE PROVISION OF FINANCIAL ASSISTANCE IN TERMS OF SECTION 44 OF THE ACT | | Management | | For | | For | | |
| | | | | |
S.3 | | APPROVE GENERALLY THE PROVISION OF FINANCIAL ASSISTANCE IN TERMS OF SECTION 45 OF THE ACT | | Management | | For | | For | | |
| | | | | |
S.4 | | GENERAL AUTHORITY FOR THE COMPANY OR ITS SUBSIDIARIES TO ACQUIRE N ORDINARY SHARES IN THE COMPANY | | Management | | For | | For | | |
| | | | | |
S.5 | | GENERAL AUTHORITY FOR THE COMPANY OR ITS SUBSIDIARIES TO ACQUIRE A ORDINARY SHARES IN THE COMPANY | | Management | | For | | For | | |
| | | | | |
S.6 | | GRANTING THE SPECIFIC REPURCHASE AUTHORITY | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
O.1 | | THE OF DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
O.2 | | AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
O.3 | | ENDORSEMENT OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
O.4 | | APPROVAL OF THE APPROPRIATION ACCOUNT FOR THE YEAR 2019 AND DELEGATING THE BOARD TO SET AND APPROVE THE GUIDELINES FOR THE STAFF PROFIT SHARE DISTRIBUTION | | Management | | For | | For | | |
| | | | | |
O.5 | | RATIFICATION OF THE BOARD OF DIRECTORS’ DECISION RESOLVED IN ITS MEETING OF 5 JANUARY 2020 THAT WAS APPROVED FOR DISCLOSURE BY THE FINANCIAL REGULATORY AUTHORITY (FRA) ON 23 JANUARY 2020 FOR INCREASING THE ISSUED CAPITAL BY EGP 85,992,100 REPRESENTING 8,599,210 SHARES AT FACE VALUE OF EGP 10 PER SHARE AND AMEND ARTICLES “SIX” AND “SEVEN” OF THE BANK’S STATUTE TO REFLECT SUCH INCREASE AS DELEGATED BY THE GENERAL ASSEMBLY IN ITS MEETING OF 10 MARCH 2019. BY VIRTUE OF THIS DECISION, THE ISSUED CAPITAL WILL INCREASE FROM EGP 14,690,821,300 TO EGP 14,776,813,400 TO FULFILL THE ESOP “PROMISE TO SELL PROGRAM” (YEAR 11) IN ACCORDANCE TO THE RESOLUTIONS OF THE EXTRAORDINARY GENERAL ASSEMBLY IN ITS MEETING OF 13 APRIL 2011 AND 21 MARCH 2016 | | Management | | For | | For | | |
| | | | | |
O.6 | | APPROVAL FOR CAPITALIZING ON GENERAL RESERVES TO INCREASE THE ISSUED CAPITAL FROM EGP 14,776,813,400 TO EGP 19,702,417,900 AND DELEGATING THE BOARD OF DIRECTORS TO AMEND ARTICLES “SIX” AND “SEVEN” TO REFLECT SAID INCREASE IN THE ISSUED CAPITAL. THE RESULTING INCREASE IN STOCKS ARE TO BE AWARDED TO SHAREHOLDERS AS A ONE-FOR- THREE BONUS ISSUE. SUCH DECISION IS TO BE EXECUTED AFTER FINALIZING THE CAPITAL INCREASE PERTAINING TO THE ESOP (YEAR11) RELEASE, REFERRED TO IN ITEM (5) | | Management | | For | | For | | |
| | | | | |
O.7 | | DISCHARGE THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
O.8 | | APPOINT THE EXTERNAL AUDITORS FOR THE FINANCIAL YEAR ENDING 31/12/2020 AND DETERMINE THEIR FEES | | Management | | For | | For | | |
| | | | | |
O.9.1 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MR. AMIN HISHAM EZZ AL-ARAB, EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.9.2 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MR. HUSSEIN MOHAMED MAGED ABAZA, EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.9.3 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MR. BIJAN KHOSROWSHAHI, NON- EXECUTIVE BOARD MEMBER REPRESENTING THE INTEREST OF FAIRFAX FINANCIAL HOLDING | | Management | | For | | For | | |
| | | | | |
O.9.4 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): DR. AMANI MOHAMED ABOU-ZEID, INDEPENDENT, NON- EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.9.5 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MRS. MAGDA RAAFAT HABIB, INDEPENDENT, NON-EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.9.6 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MR. PARESH DATTATRAYA SUKTHANKAR, INDEPENDENT, NON- EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.9.7 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MR. RAJEEV KRISHAN KAKAR, INDEPENDENT, NON-EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.9.8 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MR. SHERIF SAMIR MAHMOUD SAMY, INDEPENDENT, NON-EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.10 | | DETERMINE THE ANNUAL REMUNERATION OF THE MEMBERS OF THE BOARD FOR THE FINANCIAL YEAR 2020 | | Management | | For | | For | | |
| | | | | |
O.11 | | ADVISE THE ASSEMBLY OF THE ANNUAL REMUNERATION OF THE AUDIT COMMITTEE FOR THE YEAR 2020 AS APPROVED BY THE BOARD OF DIRECTORS ACCORDING TO THE RECOMMENDATION OF THE COMPENSATION COMMITTEE | | Management | | For | | For | | |
| | | | | |
O.12 | | ADVISE THE ASSEMBLY OF 2019 DONATIONS AND AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT DONATION DURING 2020 | | Management | | For | | For | | |
| | | | | |
E.1 | | DELEGATE THE BOARD OF DIRECTORS THE POWER TO ISSUE FINANCIAL INSTRUMENTS IN THE FORM OF BONDS OR SUBORDINATED LOANS FOR AN AGGREGATE AMOUNT OF EGP 15 BILLION OR ITS EQUIVALENT IN FOREIGN CURRENCY AND APPROVE THE PROSPECTUS OF THESE ISSUES AND TO FULFILL ALL NECESSARY PROCEDURES IN RELATION THEREOF | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1A | | Report of the Chief Executive Officer, in accordance with Article 172 of the General Corporations Law and of Article 44, subsection XI, of the Securities Market Law (“Ley del Mercado de Valores”), accompanied by the independent auditor’s report, in connection with the operations and results for the fiscal year ended December 31, 2019, as well as of the Board of Directors’ opinion of the content of such report. | | Management | | For | | | | |
| | | | | |
1B | | Report of the Board of Directors in accordance with Article 172, subsection b, of the General Corporations Law, which contains the main policies, as well as the accounting and reporting criteria followed in the preparation of the financial information of the Company. | | Management | | For | | | | |
| | | | | |
1C | | Report of the activities and operations in which the Board of Directors intervened, in accordance with Article 28 IV (e) of the Securities Market Law. | | Management | | For | | | | |
| | | | | |
1D | | Individual and consolidated financial statements of the Company for the fiscal year ended December 31, 2019. | | Management | | For | | | | |
| | | | | |
1E | | Annual report on the activities carried out by the Audit Committee of the Company in accordance with Article 43 of the Securities Market Law and report on the Company’s subsidiaries. | | Management | | For | | | | |
| | | | | |
1F | | Report on compliance with the tax obligations of the Company for the fiscal year ended December 31, 2018, in accordance with Article 76, section XIX of the Income Tax Law (“Ley del Impuesto sobre la Renta”). | | Management | | For | | | | |
| | | | | |
2A | | Proposal for increase of the legal reserve by Ps. 274,126,438.75 | | Management | | For | | | | |
| | | | | |
2B | | Proposal by the Board of Directors to pay an ordinary net dividend in cash from accumulated retained earnings in the amount of $8.21 (eight pesos and twenty-one cents, Mexican legal tender) for each of the ordinary “B” and “BB” Series shares. | | Management | | For | | | | |
| | | | | |
2C | | Proposal and, if applicable, approval of the amount of Ps. 2,745,402,336.25 as the maximum amount that may be used by the Company to repurchase its shares in 2020 pursuant to Article 56 of the Securities Market Law; proposal and, if applicable, approval of the provisions and policies regarding the repurchase of Company shares. | | Management | | For | | | | |
| | | | | |
3A | | Administration by the Board of Directors and the Chief Executive Officer for the fiscal year of 2019. | | Management | | For | | | | |
| | | | | |
3BA | | Appointment to the Board of Director: Fernando Chico Pardo (President) | | Management | | Against | | | | |
| | | | | |
3BB | | Appointment to the Board of Director: José Antonio Pérez Antón | | Management | | Against | | | | |
| | | | | |
3BC | | Appointment to the Board of Director: Luis Chico Pardo | | Management | | For | | | | |
| | | | | |
3BD | | Appointment to the Board of Director: Aurelio Pérez Alonso | | Management | | For | | | | |
| | | | | |
3BE | | Appointment to the Board of Director: Rasmus Christiansen | | Management | | For | | | | |
| | | | | |
3BF | | Appointment to the Board of Director: Francisco Garza Zambrano | | Management | | For | | | | |
| | | | | |
3BG | | Appointment to the Board of Director: Ricardo Guajardo Touché | | Management | | For | | | | |
| | | | | |
3BH | | Appointment to the Board of Director: Guillermo Ortiz Martínez | | Management | | For | | | | |
| | | | | |
3BI | | Appointment to the Board of Director: Bárbara Garza Lagüera Gonda | | Management | | For | | | | |
| | | | | |
3BJ | | Appointment to the Board of Director: Rafael Robles Miaja (Secretary) | | Management | | For | | | | |
| | | | | |
3BK | | Appointment to the Board of Director: Ana María Poblanno Chanona (Deputy Secretary) | | Management | | For | | | | |
| | | | | |
3C1 | | Appointment or ratification, as applicable, of the Chairperson of the Audit Committee: Ricardo Guajardo Touché | | Management | | For | | | | |
| | | | | |
3D1 | | Appointment of the Nomination and Compensation Committee: Fernando Chico Pardo (President) | | Management | | Against | | | | |
| | | | | |
3D2 | | Appointment of the Nomination and Compensation Committee: José Antonio Pérez Antón | | Management | | Against | | | | |
| | | | | |
3D3 | | Appointment of the Nomination and Compensation Committee: Bárbara Garza Lagüera Gonda | | Management | | For | | | | |
| | | | | |
3E1 | | Determination of corresponding compensations: Board of Directors: Ps. 72,600.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
3E2 | | Determination of corresponding compensations: Operations Committee: Ps. 72,600.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
3E3 | | Determination of corresponding compensations: Nominations & Compensations Committee: Ps. 72,600.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
3E4 | | Determination of corresponding compensations: Audit Committee: Ps. 102,850.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
3E5 | | Determination of corresponding compensations: Acquisitions & Contracts Committee: Ps. 24,200.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
4A | | Appointment of delegates in order to enact the resolutions adopted at the Meeting and, if applicable, to formalize such resolutions: Claudio R. Góngora Morales | | Management | | For | | | | |
| | | | | |
4B | | Appointment of delegates in order to enact the resolutions adopted at the Meeting and, if applicable, to formalize such resolutions: Rafael Robles Miaja | | Management | | For | | | | |
| | | | | |
4C | | Appointment of delegates in order to enact the resolutions adopted at the Meeting and, if applicable, to formalize such resolutions: Ana María Poblanno Chanona | | Management | | For | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1.A | | APPROVE CEOS REPORT ON FINANCIAL STATEMENTS AND STATUTORY REPORTS | | Management | | For | | For | | |
| | | | | |
1.B | | APPROVE BOARDS REPORT ON POLICIES AND ACCOUNTING INFORMATION AND CRITERIA FOLLOWED IN PREPARATION OF FINANCIAL INFORMATION | | Management | | For | | For | | |
| | | | | |
1.C | | APPROVE BOARDS REPORT ON OPERATIONS AND ACTIVITIES UNDERTAKEN BY BOARD | | Management | | For | | For | | |
| | | | | |
1.D | | APPROVE REPORT ON ACTIVITIES OF AUDIT AND CORPORATE PRACTICES COMMITTEE | | Management | | For | | For | | |
| | | | | |
1.E | | APPROVE ALL OPERATIONS CARRIED OUT BY COMPANY AND RATIFY ACTIONS CARRIED OUT BY BOARD, CEO AND AUDIT AND CORPORATE PRACTICES COMMITTEE | | Management | | For | | For | | |
| | | | | |
2 | | APPROVE ALLOCATION OF INCOME | | Management | | For | | For | | |
| | | | | |
3 | | RECEIVE AUDITORS REPORT ON TAX POSITION OF COMPANY | | Management | | For | | For | | |
| | | | | |
4.A.1 | | ELECT CARLOS HANK GONZALEZ AS BOARD CHAIRMAN | | Management | | For | | For | | |
| | | | | |
4.A.2 | | ELECT JUAN ANTONIO GONZALEZ MORENO AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.3 | | ELECT DAVID JUAN VILLARREAL MONTEMAYOR AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.4 | | ELECT JOSE MARCOS RAMIREZ MIGUEL AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.5 | | ELECT CARLOS DE LA ISLA CORRY AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.6 | | ELECT EVERARDO ELIZONDO ALMAGUER AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.7 | | ELECT CARMEN PATRICIA ARMENDARIZ GUERRA AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.8 | | ELECT HECTOR FEDERICO REYES RETANAY DAHL AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.9 | | ELECT ALFREDO ELIAS AYUB AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A10 | | ELECT ADRIAN SADA CUEVA AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A11 | | ELECT DAVID PENALOZA ALANIS AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A12 | | ELECT JOSE ANTONIO CHEDRAUI EGUIA AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A13 | | ELECT ALFONSO DE ANGOITIA NORIEGA AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A14 | | ELECT THOMAS STANLEY HEATHER RODRIGUEZ AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A15 | | ELECT GRACIELA GONZALEZ MORENO AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A16 | | ELECT JUAN ANTONIO GONZALEZ MARCOS AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A17 | | ELECT ALBERTO HALABE HAMUI AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A18 | | ELECT GERARDO SALAZAR VIEZCA AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A19 | | ELECT ALBERTO PEREZ JACOME FRISCIONE AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A20 | | ELECT DIEGO MARTINEZ RUEDA CHAPITAL AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A21 | | ELECT ROBERTO KELLEHER VALES AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A22 | | ELECT CLEMENTE ISMAEL REYES RETANA VALDES AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A23 | | ELECT ISAAC BECKER KABACNIK AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A24 | | ELECT JOSE MARIA GARZA TREVINO AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A25 | | ELECT CARLOS CESARMAN KOLTENIUK AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A26 | | ELECT HUMBERTO TAFOLLA NUNEZ AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A27 | | ELECT GUADALUPE PHILLIPS MARGAIN AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A28 | | ELECT RICARDO MALDONADO YANEZ AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.B | | ELECT HECTOR AVILA FLORES, NON MEMBER, AS BOARD SECRETARY | | Management | | For | | For | | |
| | | | | |
4.C | | APPROVE DIRECTORS LIABILITY AND INDEMNIFICATION | | Management | | For | | For | | |
| | | | | |
5 | | APPROVE REMUNERATION OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
6 | | ELECT HECTOR FEDERICO REYES RETANAY DAHL AS CHAIRMAN OF AUDIT AND CORPORATE PRACTICES COMMITTEE | | Management | | For | | For | | |
| | | | | |
7.1 | | APPROVE REPORT ON SHARE REPURCHASE | | Management | | For | | For | | |
| | | | | |
7.2 | | SET AGGREGATE NOMINAL AMOUNT OF SHARE REPURCHASE RESERVE | | Management | | For | | For | | |
| | | | | |
8 | | APPROVE CERTIFICATION OF THE COMPANY’S BYLAWS | | Management | | For | | For | | |
| | | | | |
9 | | AUTHORIZE BOARD TO RATIFY AND EXECUTE APPROVED RESOLUTIONS | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1 | | To analyze and approve the management accounts, with examination, discussion and voting on the financial statements related to the fiscal year ended December 31, 2019. | | Management | | For | | For | | |
| | | | | |
2 | | To decide on the allocation of the net profits for the fiscal year ended December 31, 2019 and ratification of the payment of interest on own capital related to the fiscal year ended December 31, 2019, approved by the Board of Directors at the meeting held on December 2, 2019. | | Management | | For | | For | | |
| | | | | |
3 | | To define the number of members of the Board of Directors. To approve the Board of Directors to be composed of 11 effective members and 2 alternates, for a 3-year term, which will end at the Ordinary Shareholder’s Meeting to be held in 2023, pursuant to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
4A | | Election of the Board of Directors by a single slate: Controller Slate - Board of Directors: Victorio Carlos De Marchi, Carlos Alves de Brito, Milton Seligman, José Heitor Attilio Gracioso, Vicente Falconi Campos, Luis Felipe Pedreira Dutra Leite, Roberto Moses Thompson Motta, Nelson José Jamel, Cecília Sicupira, Antonio Carlos Augusto Ribeiro Bonchristiano, Marcos de Barros Lisboa, Carlos Eduardo Klutzenschell Lisboa (Alternate), Michel Dimitrios Doukeris (Alternate) | | Management | | For | | For | | |
| | | | | |
4B | | If one of the candidates who make up the chosen slate fails to join it, can your votes continue to be cast on the chosen slate? | | Management | | For | | For | | |
| | | | | |
4C | | In case the multiple vote election process be adopted, should your votes be distributed in equal percentages among the members of the slate you chose? | | Management | | For | | For | | |
| | | | | |
5A1 | | Election of the fiscal council. To elect the effective and alternate members of the Fiscal Council for a term in office of one (1) year, which shall end on the Ordinary General Meeting to be held in 2021: Controller Slate - Fiscal Council: José Ronaldo Vilela Rezende, Elidie Palma Bifano, Emanuel Sotelino Schifferle (Alternate), Eduardo Rogatto Luque (Alternate). PLEASE VOTE IN ONLY ONE OPTION: 5a OR 5b | | Management | | Abstain | | | | |
| | | | | |
5A2 | | If one of the candidates that are part of the slate fails to integrate it to accommodate the separate election, your votes may still be given to the chosen slate? PLEASE VOTE IN ONLY ONE OPTION: 5a OR 5b | | Management | | Abstain | | | | |
| | | | | |
5B | | Separate Election of the fiscal council - Candidates nominated by minority shareholders: Vinicius Balbino Bouhid, Carlos Tersandro Fonseca Adeodato (Alternate). PLEASE VOTE IN ONLY ONE OPTION: 5a OR 5b | | Management | | Against | | | | |
| | | | | |
6 | | To determine managers’ overall compensation for the year of 2020, in the annual amount of up to R$ 111,079,130.00, including expenses related to the recognition of the fair amount of (x) the stock options that the Company intends to grant in the fiscal year, and (y) the compensation based on shares that the Company intends to execute in the fiscal year. | | Management | | For | | For | | |
| | | | | |
7 | | To determine the overall compensation of the Fiscal Council’s members for the year of 2020, in the annual amount of up to R$ 2,162,700.00, with alternate members’ compensation corresponding to half of the amount received by the effective members, in accordance with the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E1 | | To approve the amendment to the heading of article 5 of the Company’s bylaws, in order to reflect the capital increases approved by the Board of Directors, within the authorized capital limit until the date of the Shareholders’ Meeting, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E2 | | To approve the amendment to article 8 of the Company’s bylaws, to make express reference to other possibilities of using the authorized capital limit by the Board of Directors as set forth in Law No 6,404/76, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E3 | | To approve the amendment to articles 11, 15, 16, 17, 18 and 19, of the Company’s bylaws, related to the composition of the Board of Directors, to (i) provide for the possibility of having a single Chairman of the Board of Directors, alternatively to the current Co-Chairmen model; (ii) increase the minimum number of members that can compose the Board of Directors from 3 to 5; and (iii) provide the Board of Directors will be composed, in its majority, by external members, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E4 | | To approve the amendment to article 21 of the Company’s bylaws, to adjust the competence of the Board of Directors, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E5 | | To approve the amendment to articles 22 to 34 of the Company’s bylaws, including the new articles 25 and 34 and renumbering the other articles, to restructure the composition of the Board of Executive Officers of the Company, set the duties of the new positions and change the name of the positions already existent, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E6 | | In view of the proposed amendments to the bylaws described above, to approve the consolidation of the Company’s bylaws, in order to reflect the adjustments arising from such changes, renumbering and wording corrections, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E7 | | To approve the amendment to the current Share-Based Compensation Plan, to increase the global volume of shares representing the Company’s share capital that may be delivered to the participants in such plan from 0.3% to 3%. | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET (DEPENDANT UPON THE AVAILABILITY AND USAGE OF THE- REMOTE VOTING PLATFORM). ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE- REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
1 | | TO RECEIVE THE ADMINISTRATORS ACCOUNTS, TO EXAMINE, DISCUSS AND VOTE ON THE ADMINISTRATIONS REPORT, THE FINANCIAL STATEMENTS AND THE ACCOUNTING STATEMENTS ACCOMPANIED BY THE INDEPENDENT AUDITORS REPORT REGARDING THE FISCAL YEAR ENDED ON DECEMBER 31, 2019 | | Management | | No Action | | | | |
| | | | | |
2 | | APPROVAL ON THE DESTINATION OF THE NET EARNINGS OF THE FISCAL YEAR AND THE CAPITAL BUDGET FOR 2020 AS PROPOSED BY THE BOARD OF DIRECTORS, AS WELL AS, RATIFY THE DIVIDEND AND INTEREST ON STOCKHOLDERS EQUITY, AS PREVIOUSLY ANNOUNCED BY THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
3 | | CHARACTERIZATION OF THE INDEPENDENCE CONDITION OF THE CANDIDATE FOR THE BOARD OF DIRECTORS, MR. DAN IOSCHPE | | Management | | No Action | | | | |
| | | | | |
4 | | CHARACTERIZATION OF THE INDEPENDENCE CONDITION OF THE CANDIDATE FOR THE BOARD OF DIRECTORS, MR. MIGUEL NORMANDO ABDALLA SAAD | | Management | | No Action | | | | |
| | | | | |
5 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: REQUEST FOR A SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS BY MINORITY SHAREHOLDERS HOLDING VOTING SHARES. DO YOU WISH TO REQUEST THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS, UNDER THE TERMS OF ARTICLE 141, 4, I OF LAW 6,404 OF 1976 | | Shareholder | | No Action | | | | |
| | | | | |
6 | | DO YOU WISH TO REQUEST THE ADOPTION OF THE CUMULATIVE VOTING PROCESS FOR THE ELECTION OF THE BOARD OF DIRECTORS, UNDER THE TERMS OF ARTICLE 141 OF LAW 6,404 OF 1976 | | Management | | No Action | | | | |
| | | | | |
7 | | APPOINTMENT OF CANDIDATES TO THE BOARD OF DIRECTORS BY SINGLE SLATE. THE VOTES INDICATED IN THIS FIELD WILL BE DISREGARDED IN THE EVENT THE SHAREHOLDER WHO OWNS SHARES WITH VOTING RIGHTS ALSO FILLS OUT THE FIELDS PRESENT IN THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS AND THE SEPARATE ELECTION THAT IS DEALT WITH IN THESE FIELDS OCCURS. DAN IOSCHPE DECIO DA SILVA MARTIN WERNINGHAUS MIGUEL NORMANDO ABDALLA SAAD NILDEMAR SECCHES SERGIO LUIZ SILVA SCHWARTZ SIEGFRIED KREUTZFELD | | Management | | No Action | | | | |
| | | | | |
8 | | IN THE EVENT THAT ONE OF THE CANDIDATES WHO IS ON THE SLATE CHOSEN CEASES TO BE PART OF THAT SLATE, CAN THE VOTES CORRESPONDING TO YOUR SHARES CONTINUE TO BE CONFERRED ON THE CHOSEN SLATE | | Management | | No Action | | | | |
| | | | | |
CMMT | | FOR THE PROPOSAL 9 REGARDING THE ADOPTION OF CUMULATIVE VOTING, PLEASE BE-ADVISED THAT YOU CAN ONLY VOTE FOR OR ABSTAIN. AN AGAINST VOTE ON THIS-PROPOSAL REQUIRES PERCENTAGES TO BE ALLOCATED AMONGST THE DIRECTORS IN-PROPOSAL 10.1 TO 10.7. IN THIS CASE PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE IN ORDER TO ALLOCATE PERCENTAGES AMONGST THE DIRECTORS | | Non-Voting | | | | | | |
| | | | | |
9 | | IN THE EVENT OF THE ADOPTION OF THE CUMULATIVE VOTING PROCESS, SHOULD THE VOTES CORRESPONDING TO YOUR SHARES BE DISTRIBUTED IN EQUAL PERCENTAGES ACROSS THE MEMBERS OF THE SLATE THAT YOU HAVE CHOSEN. PLEASE NOTE THAT IF INVESTOR CHOOSES FOR, THE PERCENTAGES DO NOT NEED TO BE PROVIDED, IF INVESTOR CHOOSES AGAINST, IT IS MANDATORY TO INFORM THE PERCENTAGES ACCORDING TO WHICH THE VOTES SHOULD BE DISTRIBUTED, OTHERWISE THE ENTIRE VOTE WILL BE REJECTED DUE TO LACK OF INFORMATION, IF INVESTOR CHOOSES ABSTAIN, THE PERCENTAGES DO NOT NEED TO BE PROVIDED, HOWEVER IN CASE CUMULATIVE VOTING IS ADOPTED THE INVESTOR WILL NOT PARTICIPATE ON THIS MATTER OF THE MEETING | | Management | | No Action | | | | |
| | | | | |
10.1 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. DAN IOSCHPE | | Management | | No Action | | | | |
| | | | | |
10.2 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. DECIO DA SILVA | | Management | | No Action | | | | |
| | | | | |
10.3 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. MARTIN WERNINGHAUS | | Management | | No Action | | | | |
| | | | | |
10.4 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. MIGUEL NORMANDO ABDALLA SAAD | | Management | | No Action | | | | |
| | | | | |
10.5 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. NILDEMAR SECCHES | | Management | | No Action | | | | |
| | | | | |
10.6 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. SERGIO LUIZ SILVA SCHWARTZ | | Management | | No Action | | | | |
| | | | | |
10.7 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. SIEGFRIED KREUTZFELD | | Management | | No Action | | | | |
| | | | | |
11 | | ESTABLISHMENT OF THE ANNUAL REMUNERATION OF THE MANAGERS | | Management | | No Action | | | | |
| | | | | |
12 | | APPOINTMENT OF CANDIDATES TO THE FISCAL COUNCIL BY SINGLE SLATE. INDICATION OF ALL THE NAMES THAT MAKE UPTHE SLATE. ALIDOR LUEDERS, PRINCIPAL. ILARIO BRUCH, SUBSTITUTE. VANDERLEI DOMINGUEZ DA ROSA, PRINCIPAL. PAULO ROBERTO FRANCESCHI, SUBSTITUTE | | Management | | No Action | | | | |
| | | | | |
13 | | IF ONE OF THE CANDIDATES WHO IS PART OF THE SLATE CEASES TO BE PART OF IT IN ORDER TO ACCOMMODATE THE SEPARATE ELECTION THAT IS DEALT WITH IN ARTICLE 161, 4 AND ARTICLE 240 OF LAW 6,404 OF 1976, CAN THE VOTES CORRESPONDING TO YOUR SHARES CONTINUE TO BE CONFERRED ON THE CHOSEN SLATE | | Management | | No Action | | | | |
| | | | | |
14 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: SEPARATE ELECTION OF A MEMBER OF THE FISCAL COUNCIL BY MINORITY SHAREHOLDERS HOLDING SHARES OF VOTING RIGHTS. THE SHAREHOLDER MUST COMPLETE THIS FIELD SHOULD HE HAVE LEFT THE GENERAL ELECTION FIELD BLANK. ADELINO DIAS PINHO, PRINCIPAL. JOSE LUIZ RIBEIRO DE CARVALHO, SUBSTITUTE | | Shareholder | | No Action | | | | |
| | | | | |
15 | | TO ESTABLISH THE AGGREGATE COMPENSATION OF THE FISCAL COUNCIL MEMBERS | | Management | | No Action | | | | |
| | | | | |
16 | | APPROVE THE NEWSPAPERS USED FOR THE LEGAL ANNOUNCEMENTS AND DISCLOSURES | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE-NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 27 MAR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT-OF RESOLUTIONS 5 & 14. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT-VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET (DEPENDANT UPON THE AVAILABILITY AND USAGE OF THE- REMOTE VOTING PLATFORM). ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE- REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE-NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
1 | | EXAMINE, DISCUSS AND VOTE ON THE MANAGEMENT ACCOUNTS AND FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019 | | Management | | No Action | | | | |
| | | | | |
2 | | EXAMINE, DISCUSS AND VOTE ON THE PROPOSAL FOR THE ALLOCATION OF NET INCOME FOR THE FISCAL YEAR AND THE DISTRIBUTION OF DIVIDENDS | | Management | | No Action | | | | |
| | | | | |
3 | | ESTABLISH THE NUMBER OF MEMBERS ON THE BOARD OF DIRECTORS ACCORDING TO MANAGEMENTS PROPOSAL, IN 8 MEMBERS | | Management | | No Action | | | | |
| | | | | |
4 | | DO YOU WANT TO REQUEST THE ADOPTION OF MULTIPLE VOTING PROCESS FOR THE ELECTION OF THE BOARD OF DIRECTORS, ACCORDING TO ARTICLE 141 OF LAW NO. 6,404 OF 1976 | | Management | | No Action | | | | |
| | | | | |
5.1 | | INDICATION OF CANDIDATES TO THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES AS THE NUMBER OF POSITIONS TO BE FILLED IN THE GENERAL ELECTION. THE VOTES INDICATED IN THIS FIELD WILL BE DISREGARDED IF THE SHAREHOLDER HOLDING VOTING SHARES ALSO FILLS IN THE FIELDS PRESENT IN THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS AND THE SEPARATE ELECTION THAT THESE FIELDS ADDRESS OCCURS. JOSE GALLO | | Management | | No Action | | | | |
| | | | | |
5.2 | | INDICATION OF CANDIDATES TO THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES AS THE NUMBER OF POSITIONS TO BE FILLED IN THE GENERAL ELECTION. THE VOTES INDICATED IN THIS FIELD WILL BE DISREGARDED IF THE SHAREHOLDER HOLDING VOTING SHARES ALSO FILLS IN THE FIELDS PRESENT IN THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS AND THE SEPARATE ELECTION THAT THESE FIELDS ADDRESS OCCURS. OSVALDO BURGOS SCHIRMER, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
5.3 | | INDICATION OF CANDIDATES TO THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES AS THE NUMBER OF POSITIONS TO BE FILLED IN THE GENERAL ELECTION. THE VOTES INDICATED IN THIS FIELD WILL BE DISREGARDED IF THE SHAREHOLDER HOLDING VOTING SHARES ALSO FILLS IN THE FIELDS PRESENT IN THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS AND THE SEPARATE ELECTION THAT THESE FIELDS ADDRESS OCCURS. CARLOS FERNANDO COUTO DE OLIVEIRA SOUTO, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
5.4 | | INDICATION OF CANDIDATES TO THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES AS THE NUMBER OF POSITIONS TO BE FILLED IN THE GENERAL ELECTION. THE VOTES INDICATED IN THIS FIELD WILL BE DISREGARDED IF THE SHAREHOLDER HOLDING VOTING SHARES ALSO FILLS IN THE FIELDS PRESENT IN THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS AND THE SEPARATE ELECTION THAT THESE FIELDS ADDRESS OCCURS. FABIO DE BARROS PINHEIRO, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
5.5 | | INDICATION OF CANDIDATES TO THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES AS THE NUMBER OF POSITIONS TO BE FILLED IN THE GENERAL ELECTION. THE VOTES INDICATED IN THIS FIELD WILL BE DISREGARDED IF THE SHAREHOLDER HOLDING VOTING SHARES ALSO FILLS IN THE FIELDS PRESENT IN THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS AND THE SEPARATE ELECTION THAT THESE FIELDS ADDRESS OCCURS. THOMAS BIER HERRMANN, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
5.6 | | INDICATION OF CANDIDATES TO THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES AS THE NUMBER OF POSITIONS TO BE FILLED IN THE GENERAL ELECTION. THE VOTES INDICATED IN THIS FIELD WILL BE DISREGARDED IF THE SHAREHOLDER HOLDING VOTING SHARES ALSO FILLS IN THE FIELDS PRESENT IN THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS AND THE SEPARATE ELECTION THAT THESE FIELDS ADDRESS OCCURS. JULIANA ROZENBAUM MUNEMORI, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
5.7 | | INDICATION OF CANDIDATES TO THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES AS THE NUMBER OF POSITIONS TO BE FILLED IN THE GENERAL ELECTION. THE VOTES INDICATED IN THIS FIELD WILL BE DISREGARDED IF THE SHAREHOLDER HOLDING VOTING SHARES ALSO FILLS IN THE FIELDS PRESENT IN THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS AND THE SEPARATE ELECTION THAT THESE FIELDS ADDRESS OCCURS. CHRISTIANE ALMEIDA EDINGTON, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
5.8 | | INDICATION OF CANDIDATES TO THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES AS THE NUMBER OF POSITIONS TO BE FILLED IN THE GENERAL ELECTION. THE VOTES INDICATED IN THIS FIELD WILL BE DISREGARDED IF THE SHAREHOLDER HOLDING VOTING SHARES ALSO FILLS IN THE FIELDS PRESENT IN THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS AND THE SEPARATE ELECTION THAT THESE FIELDS ADDRESS OCCURS. ALEXANDRE VARTULI GOUVEA, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
CMMT | | FOR THE PROPOSAL 6 REGARDING THE ADOPTION OF CUMULATIVE VOTING, PLEASE BE-ADVISED THAT YOU CAN ONLY VOTE FOR OR ABSTAIN. AN AGAINST VOTE ON THIS-PROPOSAL REQUIRES PERCENTAGES TO BE ALLOCATED AMONGST THE DIRECTORS IN-PROPOSAL 7.1 TO 7.8. IN THIS CASE PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE IN ORDER TO ALLOCATE PERCENTAGES AMONGST THE DIRECTORS. | | Non-Voting | | | | | | |
| | | | | |
6 | | IN CASE OF ADOPTION OF THE ELECTION PROCESS BY MULTIPLE VOTING, DO YOU WISH TO DISTRIBUTE THE ADOPTED VOTE IN PERCENTAGES BY THE CANDIDATES WHO COMPOSES THE CHOSEN LIST OF CANDIDATES. PLEASE NOTE THAT IF INVESTOR CHOOSES FOR, THE PERCENTAGES DO NOT NEED TO BE PROVIDED, IF INVESTOR CHOOSES AGAINST, IT IS MANDATORY TO INFORM THE PERCENTAGES ACCORDING TO WHICH THE VOTES SHOULD BE DISTRIBUTED, OTHERWISE THE ENTIRE VOTE WILL BE REJECTED DUE TO LACK OF INFORMATION, IF INVESTOR CHOOSES ABSTAIN, THE PERCENTAGES DO NOT NEED TO BE PROVIDED, HOWEVER IN CASE CUMULATIVE VOTING IS ADOPTED THE INVESTOR WILL NOT PARTICIPATE ON THIS MATTER OF THE MEETING | | Management | | No Action | | | | |
| | | | | |
7.1 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. JOSE GALLO | | Management | | No Action | | | | |
| | | | | |
7.2 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. OSVALDO BURGOS SCHIRMER, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
7.3 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. CARLOS FERNANDO COUTO DE OLIVEIRA SOUTO, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
7.4 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. FABIO DE BARROS PINHEIRO, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
7.5 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. THOMAS BIER HERRMANN, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
7.6 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. JULIANA ROZENBAUM MUNEMORI, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
7.7 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. CHRISTIANE ALMEIDA EDINGTON, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
7.8 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. ALEXANDRE VARTULI GOUVEA, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
8 | | DO YOU WANT TO REQUEST THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS, ACCORDING TO ARTICLE 17 OF THE COMPANY’S BYLAWS | | Management | | No Action | | | �� | |
| | | | | |
9 | | ESTABLISH THE AGGREGATE COMPENSATION OF THE MEMBERS OF MANAGEMENT, ACCORDING TO MANAGEMENTS PROPOSAL, UP TO BRL 49,5 MILLION | | Management | | No Action | | | | |
| | | | | |
10 | | ESTABLISH THE NUMBER OF MEMBERS OF THE COMPANY’S FISCAL COUNCIL, IN ACCORDANCE WITH MANAGEMENTS PROPOSAL, IN 3 EFFECTIVE MEMBERS AND 3 ALTERNATE MEMBERS | | Management | | No Action | | | | |
| | | | | |
11.1 | | ELECTION OF A MEMBER OF THE FISCAL COUNCIL, THE SHAREHOLDER CAN INDICATE AS MANY CANDIDATES AS THERE ARE VACANCIES TO BE FILLED IN THE GENERAL ELECTION. POSITIONS LIMIT TO BE COMPLETED, 3. JOAREZ JOSE PICCININI, PRINCIPAL. ROBERTO ZELLER BRANCHI, SUBSTITUTE | | Management | | No Action | | | | |
| | | | | |
11.2 | | ELECTION OF A MEMBER OF THE FISCAL COUNCIL, THE SHAREHOLDER CAN INDICATE AS MANY CANDIDATES AS THERE ARE VACANCIES TO BE FILLED IN THE GENERAL ELECTION. POSITIONS LIMIT TO BE COMPLETED, 3. RICARDO ZAFFARI GRECHI, PRINCIPAL. ROBERTO FROTA DECOURT, SUBSTITUTE | | Management | | No Action | | | | |
| | | | | |
11.3 | | ELECTION OF A MEMBER OF THE FISCAL COUNCIL, THE SHAREHOLDER CAN INDICATE AS MANY CANDIDATES AS THERE ARE VACANCIES TO BE FILLED IN THE GENERAL ELECTION. POSITIONS LIMIT TO BE COMPLETED, 3. ESTELA MARIS VIEIRA DE SOUZA, PRINCIPAL. ISABEL CRISTINA BITTENCOURT SANTIAGO, SUBSTITUTE | | Management | | No Action | | | | |
| | | | | |
12 | | ESTABLISH THE COMPENSATION OF THE MEMBERS OF THE FISCAL COUNCIL, ACCORDING TO MANAGEMENTS PROPOSAL, AT BRL 687,6 THOUSAND | | Management | | No Action | | | | |
| | | | | |
CMMT | | 03 APR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN MEETING-DATE FROM 16-APR-2020 TO 29-APR-2020. IF YOU HAVE ALREADY SENT IN YOUR VOTES,-PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL-INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS ARE REQUIRED FOR THIS MEETING. IF-NO BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY BE REJECTED.-THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
1 | | RECEIPT OF THE 2019 INTEGRATED ANNUAL REPORT, AS WELL AS APPROVAL OF THE ANNUAL MANAGEMENT REPORT, THE STAND-ALONE FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS | | Management | | No Action | | | | |
| | | | | |
2.1 | | APPROPRIATION OF AVAILABLE EARNINGS | | Management | | No Action | | | | |
| | | | | |
2.2 | | DECLARATION OF DIVIDEND FROM RESERVES | | Management | | No Action | | | | |
| | | | | |
3 | | DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE MEMBERS OF THE OPERATING COMMITTEE | | Management | | No Action | | | | |
| | | | | |
4.1.1 | | RE-ELECTION OF ANASTASSIS G. DAVID AS A MEMBER OF THE BOARD OF DIRECTORS AND AS THE CHAIRMAN OF THE BOARD OF DIRECTOR | | Management | | No Action | | | | |
| | | | | |
4.1.2 | | RE-ELECTION OF ZORAN BOGDANOVIC AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.1.3 | | RE-ELECTION OF CHARLOTTE J. BOYLE AS A MEMBER OF THE BOARD OF DIRECTORS AND AS A MEMBER OF THE REMUNERATION COMMITTEE | | Management | | No Action | | | | |
| | | | | |
4.1.4 | | RE-ELECTION OF RETO FRANCIONI AS A MEMBER OF THE BOARD OF DIRECTORS AND AS A MEMBER OF THE REMUNERATION COMMITTEE | | Management | | No Action | | | | |
| | | | | |
4.1.5 | | RE-ELECTION OF OLUSOLA (SOLA) DAVID-BORHA AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.1.6 | | RE-ELECTION OF WILLIAM W. DOUGLAS III AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.1.7 | | RE-ELECTION OF ANASTASIOS I. LEVENTIS AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.1.8 | | RE-ELECTION OF CHRISTODOULOS LEVENTIS AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.1.9 | | RE-ELECTION OF ALEXANDRA PAPALEXOPOULOU AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.110 | | RE-ELECTION OF JOSE OCTAVIO REYES AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.111 | | RE-ELECTION OF ALFREDO RIVERA AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.112 | | RE-ELECTION OF RYAN RUDOLPH AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.2 | | ELECTION OF ANNA DIAMANTOPOULOU AS A NEW MEMBER OF THE BOARD OF DIRECTORS AND AS A NEW MEMBER OF THE REMUNERATION COMMITTEE | | Management | | No Action | | | | |
| | | | | |
5 | | ELECTION OF THE INDEPENDENT PROXY: INES POESCHEL | | Management | | No Action | | | | |
| | | | | |
6.1 | | RE-ELECTION OF THE STATUTORY AUDITOR: RE- ELECT PRICEWATERHOUSECOOPERS AG, ZURICH, SWITZERLAND, AS THE STATUTORY AUDITOR OF COCA-COLA HBC AG FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2020 | | Management | | No Action | | | | |
| | | | | |
6.2 | | ADVISORY VOTE ON RE-APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR UK PURPOSES: PRICEWATERHOUSECOOPERS SA | | Management | | No Action | | | | |
| | | | | |
7 | | ADVISORY VOTE ON THE UK REMUNERATION REPORT | | Management | | No Action | | | | |
| | | | | |
8 | | ADVISORY VOTE ON THE REMUNERATION POLICY | | Management | | No Action | | | | |
| | | | | |
9 | | ADVISORY VOTE ON THE SWISS REMUNERATION REPORT | | Management | | No Action | | | | |
| | | | | |
10.1 | | APPROVAL OF THE MAXIMUM AGGREGATE AMOUNT OF REMUNERATION FOR THE BOARD OF DIRECTORS UNTIL THE NEXT ANNUAL GENERAL MEETING | | Management | | No Action | | | | |
| | | | | |
10.2 | | APPROVAL OF THE MAXIMUM AGGREGATE AMOUNT OF REMUNERATION FOR THE OPERATING COMMITTEE FOR THE NEXT FINANCIAL YEAR | | Management | | No Action | | | | |
| | | | | |
11 | | APPROVAL OF SHARE BUY-BACK | | Management | | No Action | | | | |
| | | | | |
CMMT | | PART 2 OF THIS MEETING IS FOR VOTING ON AGENDA AND MEETING ATTENDANCE-REQUESTS ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE-REGISTRATION OF SHARES IN PART 1 OF THE MEETING. IT IS A MARKET REQUIREMENT-FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A-REGISTERED LOCATION AT THE CSD, AND SPECIFIC POLICIES AT THE INDIVIDUAL-SUB- CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTE INSTRUCTION, IT IS POSSIBLE-THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND-RE- REGISTRATION FOLLOWING A TRADE. THEREFORE WHILST THIS DOES NOT PREVENT THE-TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF-REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE-SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR-CLIENT REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT IF YOU HOLD CDI SHARES AND PARTICIPATE AT THIS MEETING, YOUR-GLOBAL CUSTODIAN WILL BE REQUIRED TO TRANSFER YOUR SHARES TO AN ESCROW-ACCOUNT. SHARES MAY BE BLOCKED DURING THIS TIME. IF THE VOTED POSITION IS NOT-TRANSFERRED TO THE REQUIRED ESCROW ACCOUNT IN CREST, THE SUBMITTED VOTE TO-BROADRIDGE WILL BE REJECTED BY THE REGISTRAR. BY VOTING ON THIS MEETING YOUR-CUSTODIAN MAY USE YOUR VOTE INSTRUCTION AS THE AUTHORIZATION TO TAKE THE-NECESSARY ACTION WHICH WILL INCLUDE TRANSFERRING YOUR INSTRUCTED POSITION TO-ESCROW. HOWEVER, THIS MAY DIFFER FROM CUSTODIAN TO CUSTODIAN. FOR FULL-UNDERSTANDING OF THE CUSTODY PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE-INSTRUCTIONS FROM YOU, PLEASE CONTACT YOUR CUSTODIAN DIRECTLY | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 19 MAY 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF THE-TEXT IN RESOLUTIONS 5 AND 6.2 AND CHANGE IN RECORD DATE FROM 11 JUN 2020 TO-12 JUN 2020. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN-UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
Harding, Loevner Funds, Inc. - Institutional Emerging Markets Portfolio
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
O.1 | | ACCEPTANCE OF ANNUAL FINANCIAL STATEMENTS | | Management | | For | | For | | |
| | | | | |
O.2 | | CONFIRMATION AND APPROVAL OF PAYMENT OF DIVIDENDS | | Management | | For | | For | | |
| | | | | |
O.3 | | REAPPOINTMENT OF PRICEWATERHOUSECOOPERS INC. AS AUDITOR | | Management | | For | | For | | |
| | | | | |
O.4 | | TO CONFIRM THE APPOINTMENT OF F L N LETELE AS A NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.5.1 | | TO RE-ELECT THE FOLLOWING DIRECTOR: J P BEKKER | | Management | | For | | For | | |
| | | | | |
O.5.2 | | TO RE-ELECT THE FOLLOWING DIRECTOR: S J Z PACAK | | Management | | For | | For | | |
| | | | | |
O.5.3 | | TO RE-ELECT THE FOLLOWING DIRECTOR: J D T STOFBERG | | Management | | For | | For | | |
| | | | | |
O.5.4 | | TO RE-ELECT THE FOLLOWING DIRECTOR: B J VAN DER ROSS | | Management | | For | | For | | |
| | | | | |
O.5.5 | | TO RE-ELECT THE FOLLOWING DIRECTOR: D MEYER | | Management | | For | | For | | |
| | | | | |
O.6.1 | | APPOINTMENT OF THE FOLLOWING AUDIT COMMITTEE MEMBER: D G ERIKSSON | | Management | | For | | For | | |
| | | | | |
O.6.2 | | APPOINTMENT OF THE FOLLOWING AUDIT COMMITTEE MEMBER: B J VAN DER ROSS | | Management | | For | | For | | |
| | | | | |
O.6.3 | | APPOINTMENT OF THE FOLLOWING AUDIT COMMITTEE MEMBER: R C C JAFTA | | Management | | For | | For | | |
| | | | | |
O.7 | | TO ENDORSE THE COMPANY’S REMUNERATION POLICY | | Management | | For | | For | | |
| | | | | |
O.8 | | TO APPROVE THE IMPLEMENTATION REPORT OF THE REMUNERATION REPORT | | Management | | For | | For | | |
| | | | | |
O.9 | | APPROVAL OF GENERAL AUTHORITY PLACING UNISSUED SHARES UNDER THE CONTROL OF THE DIRECTORS | | Management | | Against | | Against | | |
| | | | | |
O.10 | | APPROVAL OF GENERAL ISSUE OF SHARES FOR CASH | | Management | | For | | For | | |
| | | | | |
O.11 | | APPROVAL OF AMENDMENTS TO THE NASPERS RESTRICTED STOCK PLAN TRUST | | Management | | For | | For | | |
| | | | | |
O.12 | | AUTHORISATION TO IMPLEMENT ALL RESOLUTIONS ADOPTED AT THE ANNUAL GENERAL MEETING | | Management | | For | | For | | |
| | | | | |
S.1.1 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: BOARD: CHAIR | | Management | | For | | For | | |
| | | | | |
S.1.2 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: BOARD: MEMBER | | Management | | For | | For | | |
| | | | | |
S.1.3 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: AUDIT COMMITTEE: CHAIR | | Management | | For | | For | | |
| | | | | |
S.1.4 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: AUDIT COMMITTEE: MEMBER | | Management | | For | | For | | |
| | | | | |
S.1.5 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: RISK COMMITTEE: CHAIR | | Management | | For | | For | | |
| | | | | |
S.1.6 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: RISK COMMITTEE: MEMBER | | Management | | For | | For | | |
| | | | | |
S.1.7 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: HUMAN RESOURCES AND REMUNERATION COMMITTEE: CHAIR | | Management | | For | | For | | |
| | | | | |
S.1.8 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: HUMAN RESOURCES AND REMUNERATION COMMITTEE: MEMBER | | Management | | For | | For | | |
| | | | | |
S.1.9 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: NOMINATION COMMITTEE: CHAIR | | Management | | For | | For | | |
| | | | | |
S.110 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: NOMINATION COMMITTEE: MEMBER | | Management | | For | | For | | |
| | | | | |
S.111 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: SOCIAL AND ETHICS COMMITTEE: CHAIR | | Management | | For | | For | | |
| | | | | |
S.112 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: SOCIAL AND ETHICS COMMITTEE: MEMBER | | Management | | For | | For | | |
| | | | | |
S.113 | | APPROVAL OF THE REMUNERATION OF THE NON- EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: TRUSTEES OF GROUP SHARE SCHEMES/OTHER PERSONNEL FUNDS | | Management | | For | | For | | |
| | | | | |
S.2 | | APPROVE GENERALLY THE PROVISION OF FINANCIAL ASSISTANCE IN TERMS OF SECTION 44 OF THE ACT | | Management | | For | | For | | |
| | | | | |
S.3 | | APPROVE GENERALLY THE PROVISION OF FINANCIAL ASSISTANCE IN TERMS OF SECTION 45 OF THE ACT | | Management | | For | | For | | |
| | | | | |
S.4 | | GENERAL AUTHORITY FOR THE COMPANY OR ITS SUBSIDIARIES TO ACQUIRE N ORDINARY SHARES IN THE COMPANY | | Management | | For | | For | | |
| | | | | |
S.5 | | GENERAL AUTHORITY FOR THE COMPANY OR ITS SUBSIDIARIES TO ACQUIRE A ORDINARY SHARES IN THE COMPANY | | Management | | For | | For | | |
| | | | | |
S.6 | | GRANTING THE SPECIFIC REPURCHASE AUTHORITY | | Management | | For | | For | | |
| | | | | | | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
O.1 | | THE OF DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
O.2 | | AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
O.3 | | ENDORSEMENT OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
O.4 | | APPROVAL OF THE APPROPRIATION ACCOUNT FOR THE YEAR 2019 AND DELEGATING THE BOARD TO SET AND APPROVE THE GUIDELINES FOR THE STAFF PROFIT SHARE DISTRIBUTION | | Management | | For | | For | | |
| | | | | |
O.5 | | RATIFICATION OF THE BOARD OF DIRECTORS’ DECISION RESOLVED IN ITS MEETING OF 5 JANUARY 2020 THAT WAS APPROVED FOR DISCLOSURE BY THE FINANCIAL REGULATORY AUTHORITY (FRA) ON 23 JANUARY 2020 FOR INCREASING THE ISSUED CAPITAL BY EGP 85,992,100 REPRESENTING 8,599,210 SHARES AT FACE VALUE OF EGP 10 PER SHARE AND AMEND ARTICLES “SIX” AND “SEVEN” OF THE BANK’S STATUTE TO REFLECT SUCH INCREASE AS DELEGATED BY THE GENERAL ASSEMBLY IN ITS MEETING OF 10 MARCH 2019. BY VIRTUE OF THIS DECISION, THE ISSUED CAPITAL WILL INCREASE FROM EGP 14,690,821,300 TO EGP 14,776,813,400 TO FULFILL THE ESOP “PROMISE TO SELL PROGRAM” (YEAR 11) IN ACCORDANCE TO THE RESOLUTIONS OF THE EXTRAORDINARY GENERAL ASSEMBLY IN ITS MEETING OF 13 APRIL 2011 AND 21 MARCH 2016 | | Management | | For | | For | | |
| | | | | |
O.6 | | APPROVAL FOR CAPITALIZING ON GENERAL RESERVES TO INCREASE THE ISSUED CAPITAL FROM EGP 14,776,813,400 TO EGP 19,702,417,900 AND DELEGATING THE BOARD OF DIRECTORS TO AMEND ARTICLES “SIX” AND “SEVEN” TO REFLECT SAID INCREASE IN THE ISSUED CAPITAL. THE RESULTING INCREASE IN STOCKS ARE TO BE AWARDED TO SHAREHOLDERS AS A ONE-FOR- THREE BONUS ISSUE. SUCH DECISION IS TO BE EXECUTED AFTER FINALIZING THE CAPITAL INCREASE PERTAINING TO THE ESOP (YEAR11) RELEASE, REFERRED TO IN ITEM (5) | | Management | | For | | For | | |
| | | | | |
O.7 | | DISCHARGE THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
O.8 | | APPOINT THE EXTERNAL AUDITORS FOR THE FINANCIAL YEAR ENDING 31/12/2020 AND DETERMINE THEIR FEES | | Management | | For | | For | | |
| | | | | |
O.9.1 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MR. AMIN HISHAM EZZ AL-ARAB, EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.9.2 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MR. HUSSEIN MOHAMED MAGED ABAZA, EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.9.3 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MR. BIJAN KHOSROWSHAHI, NON- EXECUTIVE BOARD MEMBER REPRESENTING THE INTEREST OF FAIRFAX FINANCIAL HOLDING | | Management | | For | | For | | |
| | | | | |
O.9.4 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): DR. AMANI MOHAMED ABOU-ZEID, INDEPENDENT, NON- EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.9.5 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MRS. MAGDA RAAFAT HABIB, INDEPENDENT, NON-EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.9.6 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MR. PARESH DATTATRAYA SUKTHANKAR, INDEPENDENT, NON- EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.9.7 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MR. RAJEEV KRISHAN KAKAR, INDEPENDENT, NON-EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.9.8 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MR. SHERIF SAMIR MAHMOUD SAMY, INDEPENDENT, NON-EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.10 | | DETERMINE THE ANNUAL REMUNERATION OF THE MEMBERS OF THE BOARD FOR THE FINANCIAL YEAR 2020 | | Management | | For | | For | | |
| | | | | |
O.11 | | ADVISE THE ASSEMBLY OF THE ANNUAL REMUNERATION OF THE AUDIT COMMITTEE FOR THE YEAR 2020 AS APPROVED BY THE BOARD OF DIRECTORS ACCORDING TO THE RECOMMENDATION OF THE COMPENSATION COMMITTEE | | Management | | For | | For | | |
| | | | | |
O.12 | | ADVISE THE ASSEMBLY OF 2019 DONATIONS AND AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT DONATION DURING 2020 | | Management | | For | | For | | |
| | | | | |
E.1 | | DELEGATE THE BOARD OF DIRECTORS THE POWER TO ISSUE FINANCIAL INSTRUMENTS IN THE FORM OF BONDS OR SUBORDINATED LOANS FOR AN AGGREGATE AMOUNT OF EGP 15 BILLION OR ITS EQUIVALENT IN FOREIGN CURRENCY AND APPROVE THE PROSPECTUS OF THESE ISSUES AND TO FULFILL ALL NECESSARY PROCEDURES IN RELATION THEREOF | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1A | | Report of the Chief Executive Officer, in accordance with Article 172 of the General Corporations Law and of Article 44, subsection XI, of the Securities Market Law (“Ley del Mercado de Valores”), accompanied by the independent auditor’s report, in connection with the operations and results for the fiscal year ended December 31, 2019, as well as of the Board of Directors’ opinion of the content of such report. | | Management | | For | | | | |
| | | | | |
1B | | Report of the Board of Directors in accordance with Article 172, subsection b, of the General Corporations Law, which contains the main policies, as well as the accounting and reporting criteria followed in the preparation of the financial information of the Company. | | Management | | For | | | | |
| | | | | |
1C | | Report of the activities and operations in which the Board of Directors intervened, in accordance with Article 28 IV (e) of the Securities Market Law. | | Management | | For | | | | |
| | | | | |
1D | | Individual and consolidated financial statements of the Company for the fiscal year ended December 31, 2019. | | Management | | For | | | | |
| | | | | |
1E | | Annual report on the activities carried out by the Audit Committee of the Company in accordance with Article 43 of the Securities Market Law and report on the Company’s subsidiaries. | | Management | | For | | | | |
| | | | | |
1F | | Report on compliance with the tax obligations of the Company for the fiscal year ended December 31, 2018, in accordance with Article 76, section XIX of the Income Tax Law (“Ley del Impuesto sobre la Renta”). | | Management | | For | | | | |
| | | | | |
2A | | Proposal for increase of the legal reserve by Ps. 274,126,438.75 | | Management | | For | | | | |
| | | | | |
2B | | Proposal by the Board of Directors to pay an ordinary net dividend in cash from accumulated retained earnings in the amount of $8.21 (eight pesos and twenty-one cents, Mexican legal tender) for each of the ordinary “B” and “BB” Series shares. | | Management | | For | | | | |
| | | | | |
2C | | Proposal and, if applicable, approval of the amount of Ps. 2,745,402,336.25 as the maximum amount that may be used by the Company to repurchase its shares in 2020 pursuant to Article 56 of the Securities Market Law; proposal and, if applicable, approval of the provisions and policies regarding the repurchase of Company shares. | | Management | | For | | | | |
| | | | | |
3A | | Administration by the Board of Directors and the Chief Executive Officer for the fiscal year of 2019. | | Management | | For | | | | |
| | | | | |
3BA | | Appointment to the Board of Director: Fernando Chico Pardo (President) | | Management | | Against | | | | |
| | | | | |
3BB | | Appointment to the Board of Director: José Antonio Pérez Antón | | Management | | Against | | | | |
| | | | | |
3BC | | Appointment to the Board of Director: Luis Chico Pardo | | Management | | For | | | | |
| | | | | |
3BD | | Appointment to the Board of Director: Aurelio Pérez Alonso | | Management | | For | | | | |
| | | | | |
3BE | | Appointment to the Board of Director: Rasmus Christiansen | | Management | | For | | | | |
| | | | | |
3BF | | Appointment to the Board of Director: Francisco Garza Zambrano | | Management | | For | | | | |
| | | | | |
3BG | | Appointment to the Board of Director: Ricardo Guajardo Touché | | Management | | For | | | | |
| | | | | |
3BH | | Appointment to the Board of Director: Guillermo Ortiz Martínez | | Management | | For | | | | |
| | | | | |
3BI | | Appointment to the Board of Director: Bárbara Garza Lagüera Gonda | | Management | | For | | | | |
| | | | | |
3BJ | | Appointment to the Board of Director: Rafael Robles Miaja (Secretary) | | Management | | For | | | | |
| | | | | |
3BK | | Appointment to the Board of Director: Ana María Poblanno Chanona (Deputy Secretary) | | Management | | For | | | | |
| | | | | |
3C1 | | Appointment or ratification, as applicable, of the Chairperson of the Audit Committee: Ricardo Guajardo Touché | | Management | | For | | | | |
| | | | | |
3D1 | | Appointment of the Nomination and Compensation Committee: Fernando Chico Pardo (President) | | Management | | Against | | | | |
| | | | | |
3D2 | | Appointment of the Nomination and Compensation Committee: José Antonio Pérez Antón | | Management | | Against | | | | |
| | | | | |
3D3 | | Appointment of the Nomination and Compensation Committee: Bárbara Garza Lagüera Gonda | | Management | | For | | | | |
| | | | | |
3E1 | | Determination of corresponding compensations: Board of Directors: Ps. 72,600.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
3E2 | | Determination of corresponding compensations: Operations Committee: Ps. 72,600.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
3E3 | | Determination of corresponding compensations: Nominations & Compensations Committee: Ps. 72,600.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
3E4 | | Determination of corresponding compensations: Audit Committee: Ps. 102,850.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
3E5 | | Determination of corresponding compensations: Acquisitions & Contracts Committee: Ps. 24,200.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
4A | | Appointment of delegates in order to enact the resolutions adopted at the Meeting and, if applicable, to formalize such resolutions: Claudio R. Góngora Morales | | Management | | For | | | | |
| | | | | |
4B | | Appointment of delegates in order to enact the resolutions adopted at the Meeting and, if applicable, to formalize such resolutions: Rafael Robles Miaja | | Management | | For | | | | |
| | | | | |
4C | | Appointment of delegates in order to enact the resolutions adopted at the Meeting and, if applicable, to formalize such resolutions: Ana María Poblanno Chanona | | Management | | For | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1.A | | APPROVE CEOS REPORT ON FINANCIAL STATEMENTS AND STATUTORY REPORTS | | Management | | For | | For | | |
| | | | | |
1.B | | APPROVE BOARDS REPORT ON POLICIES AND ACCOUNTING INFORMATION AND CRITERIA FOLLOWED IN PREPARATION OF FINANCIAL INFORMATION | | Management | | For | | For | | |
| | | | | |
1.C | | APPROVE BOARDS REPORT ON OPERATIONS AND ACTIVITIES UNDERTAKEN BY BOARD | | Management | | For | | For | | |
| | | | | |
1.D | | APPROVE REPORT ON ACTIVITIES OF AUDIT AND CORPORATE PRACTICES COMMITTEE | | Management | | For | | For | | |
| | | | | |
1.E | | APPROVE ALL OPERATIONS CARRIED OUT BY COMPANY AND RATIFY ACTIONS CARRIED OUT BY BOARD, CEO AND AUDIT AND CORPORATE PRACTICES COMMITTEE | | Management | | For | | For | | |
| | | | | |
2 | | APPROVE ALLOCATION OF INCOME | | Management | | For | | For | | |
| | | | | |
3 | | RECEIVE AUDITORS REPORT ON TAX POSITION OF COMPANY | | Management | | For | | For | | |
| | | | | |
4.A.1 | | ELECT CARLOS HANK GONZALEZ AS BOARD CHAIRMAN | | Management | | For | | For | | |
| | | | | |
4.A.2 | | ELECT JUAN ANTONIO GONZALEZ MORENO AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.3 | | ELECT DAVID JUAN VILLARREAL MONTEMAYOR AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.4 | | ELECT JOSE MARCOS RAMIREZ MIGUEL AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.5 | | ELECT CARLOS DE LA ISLA CORRY AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.6 | | ELECT EVERARDO ELIZONDO ALMAGUER AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.7 | | ELECT CARMEN PATRICIA ARMENDARIZ GUERRA AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.8 | | ELECT HECTOR FEDERICO REYES RETANAY DAHL AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.9 | | ELECT ALFREDO ELIAS AYUB AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A10 | | ELECT ADRIAN SADA CUEVA AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A11 | | ELECT DAVID PENALOZA ALANIS AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A12 | | ELECT JOSE ANTONIO CHEDRAUI EGUIA AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A13 | | ELECT ALFONSO DE ANGOITIA NORIEGA AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A14 | | ELECT THOMAS STANLEY HEATHER RODRIGUEZ AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A15 | | ELECT GRACIELA GONZALEZ MORENO AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A16 | | ELECT JUAN ANTONIO GONZALEZ MARCOS AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A17 | | ELECT ALBERTO HALABE HAMUI AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A18 | | ELECT GERARDO SALAZAR VIEZCA AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A19 | | ELECT ALBERTO PEREZ JACOME FRISCIONE AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A20 | | ELECT DIEGO MARTINEZ RUEDA CHAPITAL AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A21 | | ELECT ROBERTO KELLEHER VALES AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A22 | | ELECT CLEMENTE ISMAEL REYES RETANA VALDES AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A23 | | ELECT ISAAC BECKER KABACNIK AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A24 | | ELECT JOSE MARIA GARZA TREVINO AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A25 | | ELECT CARLOS CESARMAN KOLTENIUK AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A26 | | ELECT HUMBERTO TAFOLLA NUNEZ AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A27 | | ELECT GUADALUPE PHILLIPS MARGAIN AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A28 | | ELECT RICARDO MALDONADO YANEZ AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.B | | ELECT HECTOR AVILA FLORES, NON MEMBER, AS BOARD SECRETARY | | Management | | For | | For | | |
| | | | | |
4.C | | APPROVE DIRECTORS LIABILITY AND INDEMNIFICATION | | Management | | For | | For | | |
| | | | | |
5 | | APPROVE REMUNERATION OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
6 | | ELECT HECTOR FEDERICO REYES RETANAY DAHL AS CHAIRMAN OF AUDIT AND CORPORATE PRACTICES COMMITTEE | | Management | | For | | For | �� | |
| | | | | |
7.1 | | APPROVE REPORT ON SHARE REPURCHASE | | Management | | For | | For | | |
| | | | | |
7.2 | | SET AGGREGATE NOMINAL AMOUNT OF SHARE REPURCHASE RESERVE | | Management | | For | | For | | |
| | | | | |
8 | | APPROVE CERTIFICATION OF THE COMPANY’S BYLAWS | | Management | | For | | For | | |
| | | | | |
9 | | AUTHORIZE BOARD TO RATIFY AND EXECUTE APPROVED RESOLUTIONS | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1 | | To analyze and approve the management accounts, with examination, discussion and voting on the financial statements related to the fiscal year ended December 31, 2019. | | Management | | For | | For | | |
| | | | | |
2 | | To decide on the allocation of the net profits for the fiscal year ended December 31, 2019 and ratification of the payment of interest on own capital related to the fiscal year ended December 31, 2019, approved by the Board of Directors at the meeting held on December 2, 2019. | | Management | | For | | For | | |
| | | | | |
3 | | To define the number of members of the Board of Directors. To approve the Board of Directors to be composed of 11 effective members and 2 alternates, for a 3-year term, which will end at the Ordinary Shareholder’s Meeting to be held in 2023, pursuant to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
4A | | Election of the Board of Directors by a single slate: Controller Slate - Board of Directors: Victorio Carlos De Marchi, Carlos Alves de Brito, Milton Seligman, José Heitor Attilio Gracioso, Vicente Falconi Campos, Luis Felipe Pedreira Dutra Leite, Roberto Moses Thompson Motta, Nelson José Jamel, Cecília Sicupira, Antonio Carlos Augusto Ribeiro Bonchristiano, Marcos de Barros Lisboa, Carlos Eduardo Klutzenschell Lisboa (Alternate), Michel Dimitrios Doukeris (Alternate) | | Management | | For | | For | | |
| | | | | |
4B | | If one of the candidates who make up the chosen slate fails to join it, can your votes continue to be cast on the chosen slate? | | Management | | For | | For | | |
| | | | | |
4C | | In case the multiple vote election process be adopted, should your votes be distributed in equal percentages among the members of the slate you chose? | | Management | | For | | For | | |
| | | | | |
5A1 | | Election of the fiscal council. To elect the effective and alternate members of the Fiscal Council for a term in office of one (1) year, which shall end on the Ordinary General Meeting to be held in 2021: Controller Slate - Fiscal Council: José Ronaldo Vilela Rezende, Elidie Palma Bifano, Emanuel Sotelino Schifferle (Alternate), Eduardo Rogatto Luque (Alternate). PLEASE VOTE IN ONLY ONE OPTION: 5a OR 5b | | Management | | Abstain | | | | |
| | | | | |
5A2 | | If one of the candidates that are part of the slate fails to integrate it to accommodate the separate election, your votes may still be given to the chosen slate? PLEASE VOTE IN ONLY ONE OPTION: 5a OR 5b | | Management | | Abstain | | | | |
| | | | | |
5B | | Separate Election of the fiscal council - Candidates nominated by minority shareholders: Vinicius Balbino Bouhid, Carlos Tersandro Fonseca Adeodato (Alternate). PLEASE VOTE IN ONLY ONE OPTION: 5a OR 5b | | Management | | Against | | | | |
| | | | | |
6 | | To determine managers’ overall compensation for the year of 2020, in the annual amount of up to R$ 111,079,130.00, including expenses related to the recognition of the fair amount of (x) the stock options that the Company intends to grant in the fiscal year, and (y) the compensation based on shares that the Company intends to execute in the fiscal year. | | Management | | For | | For | | |
| | | | | |
7 | | To determine the overall compensation of the Fiscal Council’s members for the year of 2020, in the annual amount of up to R$ 2,162,700.00, with alternate members’ compensation corresponding to half of the amount received by the effective members, in accordance with the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E1 | | To approve the amendment to the heading of article 5 of the Company’s bylaws, in order to reflect the capital increases approved by the Board of Directors, within the authorized capital limit until the date of the Shareholders’ Meeting, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E2 | | To approve the amendment to article 8 of the Company’s bylaws, to make express reference to other possibilities of using the authorized capital limit by the Board of Directors as set forth in Law No 6,404/76, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E3 | | To approve the amendment to articles 11, 15, 16, 17, 18 and 19, of the Company’s bylaws, related to the composition of the Board of Directors, to (i) provide for the possibility of having a single Chairman of the Board of Directors, alternatively to the current Co-Chairmen model; (ii) increase the minimum number of members that can compose the Board of Directors from 3 to 5; and (iii) provide the Board of Directors will be composed, in its majority, by external members, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E4 | | To approve the amendment to article 21 of the Company’s bylaws, to adjust the competence of the Board of Directors, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E5 | | To approve the amendment to articles 22 to 34 of the Company’s bylaws, including the new articles 25 and 34 and renumbering the other articles, to restructure the composition of the Board of Executive Officers of the Company, set the duties of the new positions and change the name of the positions already existent, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E6 | | In view of the proposed amendments to the bylaws described above, to approve the consolidation of the Company’s bylaws, in order to reflect the adjustments arising from such changes, renumbering and wording corrections, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E7 | | To approve the amendment to the current Share-Based Compensation Plan, to increase the global volume of shares representing the Company’s share capital that may be delivered to the participants in such plan from 0.3% to 3%. | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET (DEPENDANT UPON THE AVAILABILITY AND USAGE OF THE- REMOTE VOTING PLATFORM). ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE- REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
1 | | TO RECEIVE THE ADMINISTRATORS ACCOUNTS, TO EXAMINE, DISCUSS AND VOTE ON THE ADMINISTRATIONS REPORT, THE FINANCIAL STATEMENTS AND THE ACCOUNTING STATEMENTS ACCOMPANIED BY THE INDEPENDENT AUDITORS REPORT REGARDING THE FISCAL YEAR ENDED ON DECEMBER 31, 2019 | | Management | | No Action | | | | |
| | | | | |
2 | | APPROVAL ON THE DESTINATION OF THE NET EARNINGS OF THE FISCAL YEAR AND THE CAPITAL BUDGET FOR 2020 AS PROPOSED BY THE BOARD OF DIRECTORS, AS WELL AS, RATIFY THE DIVIDEND AND INTEREST ON STOCKHOLDERS EQUITY, AS PREVIOUSLY ANNOUNCED BY THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
3 | | CHARACTERIZATION OF THE INDEPENDENCE CONDITION OF THE CANDIDATE FOR THE BOARD OF DIRECTORS, MR. DAN IOSCHPE | | Management | | No Action | | | | |
| | | | | |
4 | | CHARACTERIZATION OF THE INDEPENDENCE CONDITION OF THE CANDIDATE FOR THE BOARD OF DIRECTORS, MR. MIGUEL NORMANDO ABDALLA SAAD | | Management | | No Action | | | | |
| | | | | |
5 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: REQUEST FOR A SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS BY MINORITY SHAREHOLDERS HOLDING VOTING SHARES. DO YOU WISH TO REQUEST THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS, UNDER THE TERMS OF ARTICLE 141, 4, I OF LAW 6,404 OF 1976 | | Shareholder | | No Action | | | | |
| | | | | |
6 | | DO YOU WISH TO REQUEST THE ADOPTION OF THE CUMULATIVE VOTING PROCESS FOR THE ELECTION OF THE BOARD OF DIRECTORS, UNDER THE TERMS OF ARTICLE 141 OF LAW 6,404 OF 1976 | | Management | | No Action | | | | |
| | | | | |
7 | | APPOINTMENT OF CANDIDATES TO THE BOARD OF DIRECTORS BY SINGLE SLATE. THE VOTES INDICATED IN THIS FIELD WILL BE DISREGARDED IN THE EVENT THE SHAREHOLDER WHO OWNS SHARES WITH VOTING RIGHTS ALSO FILLS OUT THE FIELDS PRESENT IN THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS AND THE SEPARATE ELECTION THAT IS DEALT WITH IN THESE FIELDS OCCURS. DAN IOSCHPE DECIO DA SILVA MARTIN WERNINGHAUS MIGUEL NORMANDO ABDALLA SAAD NILDEMAR SECCHES SERGIO LUIZ SILVA SCHWARTZ SIEGFRIED KREUTZFELD | | Management | | No Action | | | | |
| | | | | |
8 | | IN THE EVENT THAT ONE OF THE CANDIDATES WHO IS ON THE SLATE CHOSEN CEASES TO BE PART OF THAT SLATE, CAN THE VOTES CORRESPONDING TO YOUR SHARES CONTINUE TO BE CONFERRED ON THE CHOSEN SLATE | | Management | | No Action | | | | |
| | | | | |
CMMT | | FOR THE PROPOSAL 9 REGARDING THE ADOPTION OF CUMULATIVE VOTING, PLEASE BE-ADVISED THAT YOU CAN ONLY VOTE FOR OR ABSTAIN. AN AGAINST VOTE ON THIS-PROPOSAL REQUIRES PERCENTAGES TO BE ALLOCATED AMONGST THE DIRECTORS IN-PROPOSAL 10.1 TO 10.7. IN THIS CASE PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE IN ORDER TO ALLOCATE PERCENTAGES AMONGST THE DIRECTORS | | Non-Voting | | | | | | |
| | | | | |
9 | | IN THE EVENT OF THE ADOPTION OF THE CUMULATIVE VOTING PROCESS, SHOULD THE VOTES CORRESPONDING TO YOUR SHARES BE DISTRIBUTED IN EQUAL PERCENTAGES ACROSS THE MEMBERS OF THE SLATE THAT YOU HAVE CHOSEN. PLEASE NOTE THAT IF INVESTOR CHOOSES FOR, THE PERCENTAGES DO NOT NEED TO BE PROVIDED, IF INVESTOR CHOOSES AGAINST, IT IS MANDATORY TO INFORM THE PERCENTAGES ACCORDING TO WHICH THE VOTES SHOULD BE DISTRIBUTED, OTHERWISE THE ENTIRE VOTE WILL BE REJECTED DUE TO LACK OF INFORMATION, IF INVESTOR CHOOSES ABSTAIN, THE PERCENTAGES DO NOT NEED TO BE PROVIDED, HOWEVER IN CASE CUMULATIVE VOTING IS ADOPTED THE INVESTOR WILL NOT PARTICIPATE ON THIS MATTER OF THE MEETING | | Management | | No Action | | | | |
| | | | | |
10.1 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. DAN IOSCHPE | | Management | | No Action | | | | |
| | | | | |
10.2 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. DECIO DA SILVA | | Management | | No Action | | | | |
| | | | | |
10.3 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. MARTIN WERNINGHAUS | | Management | | No Action | | | | |
| | | | | |
10.4 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. MIGUEL NORMANDO ABDALLA SAAD | | Management | | No Action | | | | |
| | | | | |
10.5 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. NILDEMAR SECCHES | | Management | | No Action | | | | |
| | | | | |
10.6 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. SERGIO LUIZ SILVA SCHWARTZ | | Management | | No Action | | | | |
| | | | | |
10.7 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. SIEGFRIED KREUTZFELD | | Management | | No Action | | | | |
| | | | | |
11 | | ESTABLISHMENT OF THE ANNUAL REMUNERATION OF THE MANAGERS | | Management | | No Action | | | | |
| | | | | |
12 | | APPOINTMENT OF CANDIDATES TO THE FISCAL COUNCIL BY SINGLE SLATE. INDICATION OF ALL THE NAMES THAT MAKE UPTHE SLATE. ALIDOR LUEDERS, PRINCIPAL. ILARIO BRUCH, SUBSTITUTE. VANDERLEI DOMINGUEZ DA ROSA, PRINCIPAL. PAULO ROBERTO FRANCESCHI, SUBSTITUTE | | Management | | No Action | | | | |
| | | | | |
13 | | IF ONE OF THE CANDIDATES WHO IS PART OF THE SLATE CEASES TO BE PART OF IT IN ORDER TO ACCOMMODATE THE SEPARATE ELECTION THAT IS DEALT WITH IN ARTICLE 161, 4 AND ARTICLE 240 OF LAW 6,404 OF 1976, CAN THE VOTES CORRESPONDING TO YOUR SHARES CONTINUE TO BE CONFERRED ON THE CHOSEN SLATE | | Management | | No Action | | | | |
| | | | | |
14 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: SEPARATE ELECTION OF A MEMBER OF THE FISCAL COUNCIL BY MINORITY SHAREHOLDERS HOLDING SHARES OF VOTING RIGHTS. THE SHAREHOLDER MUST COMPLETE THIS FIELD SHOULD HE HAVE LEFT THE GENERAL ELECTION FIELD BLANK. ADELINO DIAS PINHO, PRINCIPAL. JOSE LUIZ RIBEIRO DE CARVALHO, SUBSTITUTE | | Shareholder | | No Action | | | | |
| | | | | |
15 | | TO ESTABLISH THE AGGREGATE COMPENSATION OF THE FISCAL COUNCIL MEMBERS | | Management | | No Action | | | | |
| | | | | |
16 | | APPROVE THE NEWSPAPERS USED FOR THE LEGAL ANNOUNCEMENTS AND DISCLOSURES | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE-NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 27 MAR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT-OF RESOLUTIONS 5 & 14. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT-VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET (DEPENDANT UPON THE AVAILABILITY AND USAGE OF THE- REMOTE VOTING PLATFORM). ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE- REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE-NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
1 | | EXAMINE, DISCUSS AND VOTE ON THE MANAGEMENT ACCOUNTS AND FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019 | | Management | | No Action | | | | |
| | | | | |
2 | | EXAMINE, DISCUSS AND VOTE ON THE PROPOSAL FOR THE ALLOCATION OF NET INCOME FOR THE FISCAL YEAR AND THE DISTRIBUTION OF DIVIDENDS | | Management | | No Action | | | | |
| | | | | |
3 | | ESTABLISH THE NUMBER OF MEMBERS ON THE BOARD OF DIRECTORS ACCORDING TO MANAGEMENTS PROPOSAL, IN 8 MEMBERS | | Management | | No Action | | | | |
| | | | | |
4 | | DO YOU WANT TO REQUEST THE ADOPTION OF MULTIPLE VOTING PROCESS FOR THE ELECTION OF THE BOARD OF DIRECTORS, ACCORDING TO ARTICLE 141 OF LAW NO. 6,404 OF 1976 | | Management | | No Action | | | | |
| | | | | |
5.1 | | INDICATION OF CANDIDATES TO THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES AS THE NUMBER OF POSITIONS TO BE FILLED IN THE GENERAL ELECTION. THE VOTES INDICATED IN THIS FIELD WILL BE DISREGARDED IF THE SHAREHOLDER HOLDING VOTING SHARES ALSO FILLS IN THE FIELDS PRESENT IN THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS AND THE SEPARATE ELECTION THAT THESE FIELDS ADDRESS OCCURS. JOSE GALLO | | Management | | No Action | | | | |
| | | | | |
5.2 | | INDICATION OF CANDIDATES TO THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES AS THE NUMBER OF POSITIONS TO BE FILLED IN THE GENERAL ELECTION. THE VOTES INDICATED IN THIS FIELD WILL BE DISREGARDED IF THE SHAREHOLDER HOLDING VOTING SHARES ALSO FILLS IN THE FIELDS PRESENT IN THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS AND THE SEPARATE ELECTION THAT THESE FIELDS ADDRESS OCCURS. OSVALDO BURGOS SCHIRMER, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
5.3 | | INDICATION OF CANDIDATES TO THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES AS THE NUMBER OF POSITIONS TO BE FILLED IN THE GENERAL ELECTION. THE VOTES INDICATED IN THIS FIELD WILL BE DISREGARDED IF THE SHAREHOLDER HOLDING VOTING SHARES ALSO FILLS IN THE FIELDS PRESENT IN THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS AND THE SEPARATE ELECTION THAT THESE FIELDS ADDRESS OCCURS. CARLOS FERNANDO COUTO DE OLIVEIRA SOUTO, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
5.4 | | INDICATION OF CANDIDATES TO THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES AS THE NUMBER OF POSITIONS TO BE FILLED IN THE GENERAL ELECTION. THE VOTES INDICATED IN THIS FIELD WILL BE DISREGARDED IF THE SHAREHOLDER HOLDING VOTING SHARES ALSO FILLS IN THE FIELDS PRESENT IN THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS AND THE SEPARATE ELECTION THAT THESE FIELDS ADDRESS OCCURS. FABIO DE BARROS PINHEIRO, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
5.5 | | INDICATION OF CANDIDATES TO THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES AS THE NUMBER OF POSITIONS TO BE FILLED IN THE GENERAL ELECTION. THE VOTES INDICATED IN THIS FIELD WILL BE DISREGARDED IF THE SHAREHOLDER HOLDING VOTING SHARES ALSO FILLS IN THE FIELDS PRESENT IN THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS AND THE SEPARATE ELECTION THAT THESE FIELDS ADDRESS OCCURS. THOMAS BIER HERRMANN, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
5.6 | | INDICATION OF CANDIDATES TO THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES AS THE NUMBER OF POSITIONS TO BE FILLED IN THE GENERAL ELECTION. THE VOTES INDICATED IN THIS FIELD WILL BE DISREGARDED IF THE SHAREHOLDER HOLDING VOTING SHARES ALSO FILLS IN THE FIELDS PRESENT IN THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS AND THE SEPARATE ELECTION THAT THESE FIELDS ADDRESS OCCURS. JULIANA ROZENBAUM MUNEMORI, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
5.7 | | INDICATION OF CANDIDATES TO THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES AS THE NUMBER OF POSITIONS TO BE FILLED IN THE GENERAL ELECTION. THE VOTES INDICATED IN THIS FIELD WILL BE DISREGARDED IF THE SHAREHOLDER HOLDING VOTING SHARES ALSO FILLS IN THE FIELDS PRESENT IN THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS AND THE SEPARATE ELECTION THAT THESE FIELDS ADDRESS OCCURS. CHRISTIANE ALMEIDA EDINGTON, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
5.8 | | INDICATION OF CANDIDATES TO THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES AS THE NUMBER OF POSITIONS TO BE FILLED IN THE GENERAL ELECTION. THE VOTES INDICATED IN THIS FIELD WILL BE DISREGARDED IF THE SHAREHOLDER HOLDING VOTING SHARES ALSO FILLS IN THE FIELDS PRESENT IN THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS AND THE SEPARATE ELECTION THAT THESE FIELDS ADDRESS OCCURS. ALEXANDRE VARTULI GOUVEA, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
CMMT | | FOR THE PROPOSAL 6 REGARDING THE ADOPTION OF CUMULATIVE VOTING, PLEASE BE-ADVISED THAT YOU CAN ONLY VOTE FOR OR ABSTAIN. AN AGAINST VOTE ON THIS-PROPOSAL REQUIRES PERCENTAGES TO BE ALLOCATED AMONGST THE DIRECTORS IN-PROPOSAL 7.1 TO 7.8. IN THIS CASE PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE IN ORDER TO ALLOCATE PERCENTAGES AMONGST THE DIRECTORS. | | Non-Voting | | | | | | |
| | | | | |
6 | | IN CASE OF ADOPTION OF THE ELECTION PROCESS BY MULTIPLE VOTING, DO YOU WISH TO DISTRIBUTE THE ADOPTED VOTE IN PERCENTAGES BY THE CANDIDATES WHO COMPOSES THE CHOSEN LIST OF CANDIDATES. PLEASE NOTE THAT IF INVESTOR CHOOSES FOR, THE PERCENTAGES DO NOT NEED TO BE PROVIDED, IF INVESTOR CHOOSES AGAINST, IT IS MANDATORY TO INFORM THE PERCENTAGES ACCORDING TO WHICH THE VOTES SHOULD BE DISTRIBUTED, OTHERWISE THE ENTIRE VOTE WILL BE REJECTED DUE TO LACK OF INFORMATION, IF INVESTOR CHOOSES ABSTAIN, THE PERCENTAGES DO NOT NEED TO BE PROVIDED, HOWEVER IN CASE CUMULATIVE VOTING IS ADOPTED THE INVESTOR WILL NOT PARTICIPATE ON THIS MATTER OF THE MEETING | | Management | | No Action | | | | |
| | | | | |
7.1 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. JOSE GALLO | | Management | | No Action | | | | |
| | | | | |
7.2 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. OSVALDO BURGOS SCHIRMER, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
7.3 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. CARLOS FERNANDO COUTO DE OLIVEIRA SOUTO, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
7.4 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. FABIO DE BARROS PINHEIRO, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
7.5 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. THOMAS BIER HERRMANN, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
7.6 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. JULIANA ROZENBAUM MUNEMORI, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
7.7 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. CHRISTIANE ALMEIDA EDINGTON, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
7.8 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. ALEXANDRE VARTULI GOUVEA, INDEPENDENT | | Management | | No Action | | | | |
| | | | | |
8 | | DO YOU WANT TO REQUEST THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS, ACCORDING TO ARTICLE 17 OF THE COMPANY’S BYLAWS | | Management | | No Action | | | | |
| | | | | |
9 | | ESTABLISH THE AGGREGATE COMPENSATION OF THE MEMBERS OF MANAGEMENT, ACCORDING TO MANAGEMENTS PROPOSAL, UP TO BRL 49,5 MILLION | | Management | | No Action | | | | |
| | | | | |
10 | | ESTABLISH THE NUMBER OF MEMBERS OF THE COMPANY’S FISCAL COUNCIL, IN ACCORDANCE WITH MANAGEMENTS PROPOSAL, IN 3 EFFECTIVE MEMBERS AND 3 ALTERNATE MEMBERS | | Management | | No Action | | | | |
| | | | | |
11.1 | | ELECTION OF A MEMBER OF THE FISCAL COUNCIL, THE SHAREHOLDER CAN INDICATE AS MANY CANDIDATES AS THERE ARE VACANCIES TO BE FILLED IN THE GENERAL ELECTION. POSITIONS LIMIT TO BE COMPLETED, 3. JOAREZ JOSE PICCININI, PRINCIPAL. ROBERTO ZELLER BRANCHI, SUBSTITUTE | | Management | | No Action | | | | |
| | | | | |
11.2 | | ELECTION OF A MEMBER OF THE FISCAL COUNCIL, THE SHAREHOLDER CAN INDICATE AS MANY CANDIDATES AS THERE ARE VACANCIES TO BE FILLED IN THE GENERAL ELECTION. POSITIONS LIMIT TO BE COMPLETED, 3. RICARDO ZAFFARI GRECHI, PRINCIPAL. ROBERTO FROTA DECOURT, SUBSTITUTE | | Management | | No Action | | | | |
| | | | | |
11.3 | | ELECTION OF A MEMBER OF THE FISCAL COUNCIL, THE SHAREHOLDER CAN INDICATE AS MANY CANDIDATES AS THERE ARE VACANCIES TO BE FILLED IN THE GENERAL ELECTION. POSITIONS LIMIT TO BE COMPLETED, 3. ESTELA MARIS VIEIRA DE SOUZA, PRINCIPAL. ISABEL CRISTINA BITTENCOURT SANTIAGO, SUBSTITUTE | | Management | | No Action | | | | |
| | | | | |
12 | | ESTABLISH THE COMPENSATION OF THE MEMBERS OF THE FISCAL COUNCIL, ACCORDING TO MANAGEMENTS PROPOSAL, AT BRL 687,6 THOUSAND | | Management | | No Action | | | | |
| | | | | |
CMMT | | 03 APR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN MEETING-DATE FROM 16-APR-2020 TO 29-APR-2020. IF YOU HAVE ALREADY SENT IN YOUR VOTES,-PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL-INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS ARE REQUIRED FOR THIS MEETING. IF-NO BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY BE REJECTED.-THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
1 | | RECEIPT OF THE 2019 INTEGRATED ANNUAL REPORT, AS WELL AS APPROVAL OF THE ANNUAL MANAGEMENT REPORT, THE STAND-ALONE FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS | | Management | | No Action | | | | |
| | | | | |
2.1 | | APPROPRIATION OF AVAILABLE EARNINGS | | Management | | No Action | | | | |
| | | | | |
2.2 | | DECLARATION OF DIVIDEND FROM RESERVES | | Management | | No Action | | | | |
| | | | | |
3 | | DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE MEMBERS OF THE OPERATING COMMITTEE | | Management | | No Action | | | | |
| | | | | |
4.1.1 | | RE-ELECTION OF ANASTASSIS G. DAVID AS A MEMBER OF THE BOARD OF DIRECTORS AND AS THE CHAIRMAN OF THE BOARD OF DIRECTOR | | Management | | No Action | | | | |
| | | | | |
4.1.2 | | RE-ELECTION OF ZORAN BOGDANOVIC AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.1.3 | | RE-ELECTION OF CHARLOTTE J. BOYLE AS A MEMBER OF THE BOARD OF DIRECTORS AND AS A MEMBER OF THE REMUNERATION COMMITTEE | | Management | | No Action | | | | |
| | | | | |
4.1.4 | | RE-ELECTION OF RETO FRANCIONI AS A MEMBER OF THE BOARD OF DIRECTORS AND AS A MEMBER OF THE REMUNERATION COMMITTEE | | Management | | No Action | | | | |
| | | | | |
4.1.5 | | RE-ELECTION OF OLUSOLA (SOLA) DAVID-BORHA AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.1.6 | | RE-ELECTION OF WILLIAM W. DOUGLAS III AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.1.7 | | RE-ELECTION OF ANASTASIOS I. LEVENTIS AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.1.8 | | RE-ELECTION OF CHRISTODOULOS LEVENTIS AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.1.9 | | RE-ELECTION OF ALEXANDRA PAPALEXOPOULOU AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.110 | | RE-ELECTION OF JOSE OCTAVIO REYES AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.111 | | RE-ELECTION OF ALFREDO RIVERA AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.112 | | RE-ELECTION OF RYAN RUDOLPH AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.2 | | ELECTION OF ANNA DIAMANTOPOULOU AS A NEW MEMBER OF THE BOARD OF DIRECTORS AND AS A NEW MEMBER OF THE REMUNERATION COMMITTEE | | Management | | No Action | | | | |
| | | | | |
5 | | ELECTION OF THE INDEPENDENT PROXY: INES POESCHEL | | Management | | No Action | | | | |
| | | | | |
6.1 | | RE-ELECTION OF THE STATUTORY AUDITOR: RE- ELECT PRICEWATERHOUSECOOPERS AG, ZURICH, SWITZERLAND, AS THE STATUTORY AUDITOR OF COCA-COLA HBC AG FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2020 | | Management | | No Action | | | | |
| | | | | |
6.2 | | ADVISORY VOTE ON RE-APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR UK PURPOSES: PRICEWATERHOUSECOOPERS SA | | Management | | No Action | | | | |
| | | | | |
7 | | ADVISORY VOTE ON THE UK REMUNERATION REPORT | | Management | | No Action | | | | |
| | | | | |
8 | | ADVISORY VOTE ON THE REMUNERATION POLICY | | Management | | No Action | | | | |
| | | | | |
9 | | ADVISORY VOTE ON THE SWISS REMUNERATION REPORT | | Management | | No Action | | | | |
| | | | | |
10.1 | | APPROVAL OF THE MAXIMUM AGGREGATE AMOUNT OF REMUNERATION FOR THE BOARD OF DIRECTORS UNTIL THE NEXT ANNUAL GENERAL MEETING | | Management | | No Action | | | | |
| | | | | |
10.2 | | APPROVAL OF THE MAXIMUM AGGREGATE AMOUNT OF REMUNERATION FOR THE OPERATING COMMITTEE FOR THE NEXT FINANCIAL YEAR | | Management | | No Action | | | | |
| | | | | |
11 | | APPROVAL OF SHARE BUY-BACK | | Management | | No Action | | | | |
| | | | | |
CMMT | | PART 2 OF THIS MEETING IS FOR VOTING ON AGENDA AND MEETING ATTENDANCE-REQUESTS ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE-REGISTRATION OF SHARES IN PART 1 OF THE MEETING. IT IS A MARKET REQUIREMENT-FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A-REGISTERED LOCATION AT THE CSD, AND SPECIFIC POLICIES AT THE INDIVIDUAL-SUB- CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTE INSTRUCTION, IT IS POSSIBLE-THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND-RE- REGISTRATION FOLLOWING A TRADE. THEREFORE WHILST THIS DOES NOT PREVENT THE-TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF-REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE-SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR-CLIENT REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT IF YOU HOLD CDI SHARES AND PARTICIPATE AT THIS MEETING, YOUR-GLOBAL CUSTODIAN WILL BE REQUIRED TO TRANSFER YOUR SHARES TO AN ESCROW-ACCOUNT. SHARES MAY BE BLOCKED DURING THIS TIME. IF THE VOTED POSITION IS NOT-TRANSFERRED TO THE REQUIRED ESCROW ACCOUNT IN CREST, THE SUBMITTED VOTE TO-BROADRIDGE WILL BE REJECTED BY THE REGISTRAR. BY VOTING ON THIS MEETING YOUR-CUSTODIAN MAY USE YOUR VOTE INSTRUCTION AS THE AUTHORIZATION TO TAKE THE-NECESSARY ACTION WHICH WILL INCLUDE TRANSFERRING YOUR INSTRUCTED POSITION TO-ESCROW. HOWEVER, THIS MAY DIFFER FROM CUSTODIAN TO CUSTODIAN. FOR FULL-UNDERSTANDING OF THE CUSTODY PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE-INSTRUCTIONS FROM YOU, PLEASE CONTACT YOUR CUSTODIAN DIRECTLY | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 19 MAY 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF THE-TEXT IN RESOLUTIONS 5 AND 6.2 AND CHANGE IN RECORD DATE FROM 11 JUN 2020 TO-12 JUN 2020. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN-UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
Harding, Loevner Funds, Inc. - Frontier Emerging Markets Portfolio
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
O.1 | | THE OF DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
O.2 | | AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
O.3 | | ENDORSEMENT OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
O.4 | | APPROVAL OF THE APPROPRIATION ACCOUNT FOR THE YEAR 2019 AND DELEGATING THE BOARD TO SET AND APPROVE THE GUIDELINES FOR THE STAFF PROFIT SHARE DISTRIBUTION | | Management | | For | | For | | |
| | | | | |
O.5 | | RATIFICATION OF THE BOARD OF DIRECTORS’ DECISION RESOLVED IN ITS MEETING OF 5 JANUARY 2020 THAT WAS APPROVED FOR DISCLOSURE BY THE FINANCIAL REGULATORY AUTHORITY (FRA) ON 23 JANUARY 2020 FOR INCREASING THE ISSUED CAPITAL BY EGP 85,992,100 REPRESENTING 8,599,210 SHARES AT FACE VALUE OF EGP 10 PER SHARE AND AMEND ARTICLES “SIX” AND “SEVEN” OF THE BANK’S STATUTE TO REFLECT SUCH INCREASE AS DELEGATED BY THE GENERAL ASSEMBLY IN ITS MEETING OF 10 MARCH 2019. BY VIRTUE OF THIS DECISION, THE ISSUED CAPITAL WILL INCREASE FROM EGP 14,690,821,300 TO EGP 14,776,813,400 TO FULFILL THE ESOP “PROMISE TO SELL PROGRAM” (YEAR 11) IN ACCORDANCE TO THE RESOLUTIONS OF THE EXTRAORDINARY GENERAL ASSEMBLY IN ITS MEETING OF 13 APRIL 2011 AND 21 MARCH 2016 | | Management | | For | | For | | |
| | | | | |
O.6 | | APPROVAL FOR CAPITALIZING ON GENERAL RESERVES TO INCREASE THE ISSUED CAPITAL FROM EGP 14,776,813,400 TO EGP 19,702,417,900 AND DELEGATING THE BOARD OF DIRECTORS TO AMEND ARTICLES “SIX” AND “SEVEN” TO REFLECT SAID INCREASE IN THE ISSUED CAPITAL. THE RESULTING INCREASE IN STOCKS ARE TO BE AWARDED TO SHAREHOLDERS AS A ONE-FOR- THREE BONUS ISSUE. SUCH DECISION IS TO BE EXECUTED AFTER FINALIZING THE CAPITAL INCREASE PERTAINING TO THE ESOP (YEAR11) RELEASE, REFERRED TO IN ITEM (5) | | Management | | For | | For | | |
| | | | | |
O.7 | | DISCHARGE THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
O.8 | | APPOINT THE EXTERNAL AUDITORS FOR THE FINANCIAL YEAR ENDING 31/12/2020 AND DETERMINE THEIR FEES | | Management | | For | | For | | |
| | | | | |
O.9.1 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MR. AMIN HISHAM EZZ AL-ARAB, EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.9.2 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MR. HUSSEIN MOHAMED MAGED ABAZA, EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.9.3 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MR. BIJAN KHOSROWSHAHI, NON- EXECUTIVE BOARD MEMBER REPRESENTING THE INTEREST OF FAIRFAX FINANCIAL HOLDING | | Management | | For | | For | | |
| | | | | |
O.9.4 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): DR. AMANI MOHAMED ABOU-ZEID, INDEPENDENT, NON- EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.9.5 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MRS. MAGDA RAAFAT HABIB, INDEPENDENT, NON-EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.9.6 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MR. PARESH DATTATRAYA SUKTHANKAR, INDEPENDENT, NON- EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.9.7 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MR. RAJEEV KRISHAN KAKAR, INDEPENDENT, NON-EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.9.8 | | ELECT THE MEMBER OF THE BOARD FOR THE UPCOMING TERM (2020-2022): MR. SHERIF SAMIR MAHMOUD SAMY, INDEPENDENT, NON-EXECUTIVE BOARD MEMBER | | Management | | For | | For | | |
| | | | | |
O.10 | | DETERMINE THE ANNUAL REMUNERATION OF THE MEMBERS OF THE BOARD FOR THE FINANCIAL YEAR 2020 | | Management | | For | | For | | |
| | | | | |
O.11 | | ADVISE THE ASSEMBLY OF THE ANNUAL REMUNERATION OF THE AUDIT COMMITTEE FOR THE YEAR 2020 AS APPROVED BY THE BOARD OF DIRECTORS ACCORDING TO THE RECOMMENDATION OF THE COMPENSATION COMMITTEE | | Management | | For | | For | | |
| | | | | |
O.12 | | ADVISE THE ASSEMBLY OF 2019 DONATIONS AND AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT DONATION DURING 2020 | | Management | | For | | For | | |
| | | | | |
E.1 | | DELEGATE THE BOARD OF DIRECTORS THE POWER TO ISSUE FINANCIAL INSTRUMENTS IN THE FORM OF BONDS OR SUBORDINATED LOANS FOR AN AGGREGATE AMOUNT OF EGP 15 BILLION OR ITS EQUIVALENT IN FOREIGN CURRENCY AND APPROVE THE PROSPECTUS OF THESE ISSUES AND TO FULFILL ALL NECESSARY PROCEDURES IN RELATION THEREOF | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1 | | VOTING ON THE BOARD OF DIRECTORS REPORT FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
2 | | VOTING ON THE COMPANY’S EXTERNAL AUDITORS REPORT FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
3 | | VOTING ON THE COMPANY’S FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED ON 31/12/2019 | | Management | | For | | For | | |
| | | | | |
4 | | VOTING ON APPOINTING AN EXTERNAL AUDITOR FOR THE COMPANY AMONG THOSE NOMINEES BASED ON THE RECOMMENDATION OF THE AUDIT COMMITTEE TO REVIEW AND AUDIT THE QUARTERLY AND ANNUAL FINANCIAL STATEMENTS RESPECTIVELY, FOR THE FINANCIAL YEAR 2020 AND THE FIRST QUARTER FOR THE YEAR 2021 AND DETERMINE THEIR FEES | | Management | | Abstain | | Against | | |
| | | | | |
5 | | VOTING ON THE BOARD RECOMMENDATION IN REGARDS TO DISTRIBUTE DIVIDENDS FOR THE QUARTERLY (FIRST, SECOND, THIRD AND FOURTH) FOR THE FINANCIAL YEAR 2019, A TOTAL TO (8) RIYALS PER SHARE, (80%) OF THE SHARE CAPITAL AND AMOUNTING IN TOTAL SAR (960.000.000) | | Management | | For | | For | | |
| | | | | |
6 | | VOTING ON THE DISBURSEMENT OF SAR (2.650.000) AS REMUNERATION TO THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDING 31/12/2019 | | Management | | For | | For | | |
| | | | | |
7 | | VOTING ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
8 | | VOTE ON THE BUSINESS AND CONTRACT THAT WILL BE BETWEEN THE COMPANY AND ARABIAN KITE COMPANY TO WHICH IS FOR MR.MOHAMMED ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR. ABDULLAH ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) AND MR.NASSER ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR.ABDULKAREEM ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) INDIRECT INTEREST IN, WHICH ARE IMPLEMENTATION WORKS, DESIGNS AND TECHNICAL CONSULTATIONS. NOTE THAT THE TRANSACTIONS IN 2019 AMOUNT TO 89,788,789 SAR, NOTE THESE TRANSACTIONS ARE CARRIED OUT ON BUILDING COMMERCIAL BASIS WITHOUT PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
9 | | VOTE ON THE BUSINESS AND CONTRACT THAT WILL BE BETWEEN THE COMPANY AND ARABIAN KITE COMPANY TO WHICH IS FOR MR.MOHAMMED ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR. ABDULLAH ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) AND MR.NASSER ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR.ABDULKAREEM ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) INDIRECT INTEREST IN, WHICH IS OFFICE LEASING CONTRACT IN JARIR BUILDING IN RIYADH.NOTE THAT THE TRANSACTIONS IN 2019 AMOUNT TO 196,020 SAR, NOTE THESE TRANSACTIONS ARE CARRIED OUT ON BUILDING COMMERCIAL BASIS WITHOUT PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
10 | | VOTE ON THE BUSINESS AND CONTRACT THAT WILL BE BETWEEN THE COMPANY AND JARIR INVESTMENT TRADING COMPANY TO WHICH IS FOR MR.MOHAMMED ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR. ABDULLAH ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) AND MR.NASSER ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR.ABDULKAREEM ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) INDIRECT INTEREST IN, WHICH IS OFFICE LEASING CONTRACT IN JARIR BUILDING IN RIYADH.NOTE THAT THE TRANSACTIONS IN 2019 AMOUNT TO 306,240 SAR, NOTE THESE TRANSACTIONS ARE CARRIED OUT ON BUILDING COMMERCIAL BASIS WITHOUT PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
11 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND JARIR COMMERCIAL INVESTMENT COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST | | Management | | For | | For | | |
| | | | | |
12 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND AMWAJ AL DHAHRAN LTD. COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A CONTRACT FOR THE RENTAL OF AN EXHIBITION FOR JARIR LIBRARY IN DHAHRAN | | Management | | For | | For | | |
| | | | | |
13 | | VOTE ON THE BUSINESS AND CONTRACT THAT WILL BE BETWEEN THE COMPANY AND AL MUSTAQBAL TRADING COMPANY TO WHICH IS FOR MR.MOHAMMED ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR. ABDULLAH ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) AND MR.NASSER ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR.ABDULKAREEM ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) INDIRECT INTEREST IN, WHICH IS SHOWROOM LEASING CONTRACT FOR JARIR BOOKSTORE IN RIYADH. NOTE THAT THE TRANSACTIONS IN 2019 AMOUNT TO 2,434,950 SAR, NOTE THESE TRANSACTIONS ARE CARRIED OUT ON BUILDING COMMERCIAL BASIS WITHOUT PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
14 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND JARIR REAL ESTATE COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A RENTAL CONTRACT FOR AN OFFICE IN JARIR BUILDING IN RIYADH | | Management | | For | | For | | |
| | | | | |
15 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND JARIR REAL ESTATE COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A RENTAL CONTRACT FOR AN OFFICE IN JARIR BUILDING IN RIYADH | | Management | | For | | For | | |
| | | | | |
16 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND ARAB ROBIN COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL- OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A CONTRACT FOR THE RENTAL OF AN EXHIBITION FOR JARIR LIBRARY IN RIYADH | | Management | | For | | For | | |
| | | | | |
17 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND RAYOUF TABUK LTD. COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A CONTRACT FOR THE RENTAL OF AN EXHIBITION FOR JARIR LIBRARY IN TABUK | | Management | | For | | For | | |
| | | | | |
18 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND EAST HEALTH MEDICAL LTD. COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A RENTAL CONTRACT FOR A RESIDENTIAL BUILDING IN AL KHOBAR CITY | | Management | | For | | For | | |
| | | | | |
19 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND ARAB ROBIN COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL- OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A CONTRACT TO PROVIDE MANAGEMENT, OPERATION AND MAINTENANCE SERVICES OF THE ROBIN PLAZA COMPLEX IN RIYADH | | Management | | For | | For | | |
| | | | | |
20 | | VOTING ON AUTHORIZING THE BOARD OF DIRECTORS TO DISTRIBUTE INTERIM CASH DIVIDENDS TO THE SHAREHOLDERS ON BIANNUAL OR QUARTERLY BASIS FOR THE FINANCIAL YEAR 2020. | | Management | | For | | For | | |
| | | | | |
CMMT | | 03 APR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO UPDATE IN TEXT OF- RESOLUTIONS 8, 9, 10 AND 13. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE-DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.-THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1 | | VOTING ON THE COMPANY’S EXTERNAL AUDITORS REPORT FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
2 | | VOTING ON THE COMPANY’S FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
3 | | VOTING ON THE BOARD OF DIRECTORS REPORT FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
4 | | VOTING ON APPOINTING THE ACCOUNT AUDITORS FOR THE COMPANY FROM AMONG THE NOMINEES BASED ON THE RECOMMENDATION OF THE AUDIT COMMITTEE AND THAT IS FOR REVIEWING AND AUDITING THE FINANCIAL STATEMENTS FOR THE SECOND, THIRD, AND FOURTH QUARTERS OF THE FINANCIAL YEAR 2020 AND THE FIRST QUARTER OF THE FINANCIAL YEAR 2021 AND ASSIGNING THEIR DUTIES | | Management | | For | | For | | |
| | | | | |
5 | | VOTING ON THE RECOMMENDATION OF THE BOARD TO DISTRIBUTE DIVIDENDS FOR THE SECOND HALF OF 2019 OF SAR 1.1 PER SHARE FOR A TOTAL AMOUNT OF 71.148 MILLION SAR (11 PERCENT OF THE STOCKS BOOK VALUE) OF BASIS OF TOTAL SHARES OF 64.680 MILLION SHARES. ELIGIBILITY WILL BE FOR THE INVESTORS AND SHAREHOLDERS WHO OWN SHARES BY THE END OF MARKET TRADING IN THE DAY OF THE MEETING AND WHO ARE RECORDED AT THE DEPOSITORY TO BE OWNERS AT THE END OF THE SECOND DAY AFTER THE RECORD DAY. THE DISTRIBUTION DATE WILL DETERMINED LATER AFTER THE APPROVAL OF THE GENERAL MEETING | | Management | | For | | For | | |
| | | | | |
6 | | VOTING ON THE BOARD RECOMMENDATION IN REGARDS TO DISTRIBUTE DIVIDENDS TO SHAREHOLDERS FOR THE FIRST HALF OF YEAR 2019 EQUIVALENT TO SAR (64.68) MILLION BY (1) RIYAL PER SHARE | | Management | | For | | For | | |
| | | | | |
7 | | VOTING ON DELEGATION OF THE BOARD OF DIRECTORS FOR THE ENDED FISCAL YEAR AT 31/12/2019 | | Management | | For | | For | | |
| | | | | |
8 | | VOTING ON THE PAYMENT OF SAR (2.550.000) AS REMUNERATION FOR THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
9 | | VOTING ON AUTHORIZING THE BOARD OF DIRECTORS TO DISTRIBUTE INTERIM CASH DIVIDENDS TO THE SHAREHOLDERS ON BIANNUAL OR QUARTERLY BASIS FOR THE FINANCIAL YEAR 31/12/2019 | | Management | | For | | For | | |
| | | | | |
10 | | VOTING ON AUTHORIZING THE BOARD OF DIRECTORS THE POWER OF LICENSE INCLUDED IN SECTION 1 OF ARTICLE 71 OF THE COMPANIES LAW, FOR ONE YEAR FROM THE DATE OF APPROVAL OF THE ORDINARY GENERAL MEETING OR UNTIL THE END OF THE BOARD OF DIRECTORS TERM WHICHEVER IS PROCEEDS, IN ACCORDANCE WITH THE CONDITIONS SET FORTH IN THE REGULATORY RULES AND PROCEDURES ISSUED PURSUANT TO THE COMPANIES LAW RELATING TO LISTED JOINT STOCK COMPANIES | | Management | | For | | For | | |
| | | | | |
11 | | VOTING OF THE STANDARDS FOR THE PARTICIPATION OF A MEMBER OF THE BOARD OF DIRECTORS IN A BUSINESS THAT WOULD COMPETE WITH THE BANK OR ANY OF ITS ACTIVITIES | | Management | | For | | For | | |
| | | | | |
12 | | VOTING ON AMENDING REMUNERATION POLICY FOR THE BOARD OF DIRECTORS AND STANDING COMMITTEES AND SENIOR EXECUTIVES | | Management | | For | | For | | |
| | | | | |
13 | | VOTING ON THE WORKS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND SAVOLA GROUP, THROUGH ITS AFFILIATE PANDA RETAIL COMPANY, WHICH IS SALES OF FOOD PRODUCTS, IN WHICH THE BOARD MEMBER MR. ISSAM ABDUL QADER AL_MUHAIDAB, MR. ANIS AHMED MOAMINA AND MR. MOATAZ QUSSAI AL-AZZAWI HAS AN INDIRECT INTEREST AS BOARD MEMBERS AND SENIOR EXECUTIVES OF THE SAVOLA GROUP AND LICENSING FOR THE COMING YEAR. KNOWING THAT THE TRANSACTIONS FOR THE YEAR 2019 AMOUNTED TO SAR (28) MILLION AND WERE AGREED UPON WITH THE PREVAILING COMMERCIAL TERMS | | Management | | For | | For | | |
| | | | | |
14 | | VOTING ON THE WORKS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND SAVOLA GROUP, THROUGH ITS AFFILIATE PANDA RETAIL COMPANY, WHICH IS RENT STORS, IN WHICH THE BOARD MEMBER MR. ISSAM ABDUL QADER AL_MUHAIDAB, MR. ANIS AHMED MOAMINA AND MR. MOATAZ QUSSAI AL-AZZAWI HAS AN INDIRECT INTEREST AS BOARD MEMBERS AND SENIOR EXECUTIVES OF THE SAVOLA GROUP AND LICENSING FOR THE COMING YEAR. KNOWING THAT THE TRANSACTIONS FOR THE YEAR 2019 AMOUNTED TO SAR (3.84) MILLION AND WERE AGREED UPON WITH THE PREVAILING COMMERCIAL TERMS | | Management | | For | | For | | |
| | | | | |
15 | | VOTING ON THE WORKS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND SAVOLA GROUP, THROUGH ITS AFFILIATE AFIA INTERNATIONAL COMPANY, WHICH IS THE PURCHASE OF FOOD PRODUCTS, IN WHICH THE BOARD MEMBER MR. ISSAM ABDUL QADER AL_MUHAIDAB, MR. ANIS AHMED MOAMINA AND MR. MOATAZ QUSSAI AL-AZZAWI HAS AN INDIRECT INTEREST, AS BOARD MEMBERS AND SENIOR EXECUTIVES OF THE SAVOLA GROUP AND LICENSING FOR THE COMING YEAR. KNOWING THAT THE TRANSACTIONS FOR THE YEAR 2019 AMOUNTED TO SAR (2.345) MILLION AND WERE AGREED UPON WITH THE PREVAILING COMMERCIAL TERMS | | Management | | For | | For | | |
| | | | | |
16 | | VOTING ON THE WORKS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND SAVOLA GROUP, THROUGH ITS AFFILIATE UNITED SUGAR COMPANY, WHICH IS THE PURCHASE OF FOOD PRODUCTS, IN WHICH THE BOARD MEMBER MR. ISSAM ABDUL QADER AL_MUHAIDAB, MR. ANIS AHMED MOAMINA AND MR. MOATAZ QUSSAI AL- AZZAWI HAS AN INDIRECT INTEREST, AS BOARD MEMBERS AND SENIOR EXECUTIVES OF THE SAVOLA GROUP AND LICENSING FOR THE COMING YEAR. KNOWING THAT THE TRANSACTIONS FOR THE YEAR 2019 AMOUNTED TO SAR (2.146) MILLION AND WERE AGREED UPON WITH THE PREVAILING COMMERCIAL TERMS | | Management | | For | | For | | |
| | | | | |
17 | | VOTING ON THE WORKS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND SAVOLA GROUP, THROUGH ITS AFFILIATE INTERNATIONAL COMPANY FOR FOOD INDUSTRIES, WHICH IS THE PURCHASE OF FOOD PRODUCTS, IN WHICH THE BOARD MEMBER MR. ISSAM ABDUL QADER AL_MUHAIDAB, MR. ANIS AHMED MOAMINA AND MR. MOATAZ QUSSAI AL-AZZAWI HAS AN INDIRECT INTEREST, AS BOARD MEMBERS AND SENIOR EXECUTIVES OF THE SAVOLA GROUP AND LICENSING FOR THE COMING YEAR. KNOWING THAT THE TRANSACTIONS FOR THE YEAR 2019 AMOUNTED TO SAR (3.745) MILLION AND WERE AGREED UPON WITH THE PREVAILING COMMERCIAL TERMS | | Management | | For | | For | | |
| | | | | |
18 | | VOTING ON THE WORKS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND KINAN COMPANY FOR REAL ESTATE DEVELOPMENT WHICH IS PREMISE LEASES, IN WHICH THE BOARD VICE CHAIRMAN MR. ANIS AHMED MOAMINA HAS AN INDIRECT INTEREST, AS BOARD MEMBER IN KINAN COMPANY FOR REAL ESTATE DEVELOPMENT, AND LICENSING FOR THE COMING YEAR. KNOWING THAT THE TRANSACTIONS FOR THE YEAR 2019 AMOUNTED TO SAR (231) THOUSAND AND WERE AGREED UPON WITH THE PREVAILING COMMERCIAL TERMS | | Management | | For | | For | | |
| | | | | |
19 | | VOTING ON THE WORKS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND ALMARAI COMPANY WHICH IS FOOD PRODUCT PURCHASE CONTRACTS, IN WHICH THE BOARD VICE CHAIRMAN MR. ANIS AHMED MOAMINA HAS AN INDIRECT INTEREST, AS BOARD MEMBER ALMARAI COMPANY, AND LICENSING FOR THE COMING YEAR. KNOWING THAT THE TRANSACTIONS FOR THE YEAR 2019 AMOUNTED TO SAR (5.603) MILLION AND WERE AGREED UPON WITH THE PREVAILING COMMERCIAL TERMS | | Management | | For | | For | | |
| | | | | |
20 | | VOTING ON THE WORKS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND BAZBAZA TRADING CO. WHICH IS MUTUAL LEASE CONTRACTS AND SALE OF PRODUCTS, IN WHICH THE BOARD MEMBER AND CHIEF EXECUTIVE OFFICER OF THE OPERATIONAL AND PRODUCTION SECTOR MR. KHALED AHMED AL-SAEED HAS DIRECT INTEREST | | Management | | For | | For | | |
| | | | | |
21 | | VOTING ON THE WORKS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND MEMBER OF THE BOARD OF DIRECTORS, AND THE CHIEF EXECUTIVE OFFICE OF THE OPERATION AND PRODUCTION SECTOR MR. KHALED AHMED AL- SAEED, WHICH HAS A DIRECT INTEREST IN, WHICH IS REPRESENTED IN THE CONTRACT OF LEASING A PLOT OF LAND OWNED BY HIM. WHILE THE LEASE VALUE FOR 2019 IS SAR (200.000) IT IS AN ANNUAL CONTRACT FROM 2008 AND EXTENDS UNTIL 2027. AND WERE AGREED UPON WITH THE PREVAILING COMMERCIAL TERMS | | Management | | For | | For | | |
| | | | | |
22 | | VOTING ON THE WORKS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND QITAF REAL ESTATE INVESTMENT COMPANY REPRESENTED IN STORE LEASE CONTRACTS FOR A MEMBER OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER OF THE OPERATING AND PRODUCTION SECTOR MR. KHALED AHMED AL-SAEED HAS A DIRECT INTEREST IN, AS HE OWNS A SHARE IN IT, AND LICENSING FOR THE COMING YEAR. WHILE THE TRANSACTION VALUE FOR 2019 IS SAR (2) MILLION AND WERE AGREED UPON WITH THE PREVAILING COMMERCIAL TERMS | | Management | | For | | For | | |
| | | | | |
23 | | VOTING ON THE WORKS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND MEMBER OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, MR. AHMED HAMAD AL-SAEED, WHO HAS A DIRECT INTEREST IN, WHICH IS REPRESENTED IN CONTRACTS FOR RENTING LAND AND TWO RESIDENTIAL BUILDINGS OWNED BY HIM, AND LICENSING FOR THE COMING YEAR. WHILE THE LEASE VALUE FOR 2019 IS SAR (630.000) AND WERE AGREED UPON WITH THE PREVAILING COMMERCIAL TERMS | | Management | | For | | For | | |
| | | | | |
24 | | VOTING ON THE WORKS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND THE MAMA SOUS FACTORY, OWNED BY THE MR. AHMED HAMAD AL-SAEED FOUNDATION, WHICH IS REPRESENTED IN A CONTRACT FOR THE SUPPLY OF FOOD SAUCE, WHICH IS A MEMBER OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER OF THE COMPANY MR. AHMED HAMAD AL- SAEED HAS A DIRECT INTEREST IN, AND LICENSING FOR THE COMING YEAR. WHILE THE TRANSACTIONS VALUE FOR 2019 IS SAR (17.379) MILLION AND WERE AGREED UPON WITH THE PREVAILING COMMERCIAL TERMS | | Management | | For | | For | | |
| | | | | |
25 | | VOTING ON THE WORKS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND THE FRESH CHAIN OF RESTAURANTS REPRESENTED IN THE CONTRACT FOR THE SALE OF FOOD PRODUCTS FOR A MEMBER OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER OF THE COMPANY MR. AHMED HAMAD AL-SAEED, HAS AN INDIRECT INTEREST IN. AND LICENSING FOR THE COMING YEAR. WHILE THE TRANSACTIONS VALUE FOR 2019 IS SAR (2.286) MILLION AND WERE AGREED UPON WITH THE PREVAILING COMMERCIAL TERMS | | Management | | For | | For | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 375744 DUE TO CHANGE IN-TEXT OF RESOLUTIONS 4, 5 AND 7. ALL VOTES RECEIVED ON THE PREVIOUS MEETING-WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.-THANK YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | 25 MAR 2020: IF YOU WISH YOU TO VOTE IN THIS GENERAL ASSEMBLY, YOU MUST-RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE; ADDITIONALLY, IN ORDER-TO PROCESS YOUR VOTING INSTRUCTIONS, PLEASE ALSO NOTE THAT THE COMPANY-SPECIFIC POWER OF ATTORNEY MUST BE SIGNED AND SENT IN ORIGINAL (BANK REPLY-DEADLINE -2) TO THE APPROPRIATE SUB CUSTODIAN. SHAREHOLDER INFORMATION CAN BE-RETRIEVED FROM THE MATERIAL URL THAT IS PROVIDED WITH THIS BALLOT. PLEASE-CONTACT YOUR INSTITUTION CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NAME OF-THE SUB-CUSTODIAN THAT THIS FORM SHOULD BE MAILED. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THERE ARE ADDITIONAL DOCUMENTATION REQUIREMENTS ASSOCIATED- WITH THIS MEETING: DOCUMENTATION CONFIRMING THE QUALITY OF THE SIGNER AS- LEGAL REPRESENTATIVE MUST BE DELIVERED DIRECTLY TO THE COMPANY NO LATER THAN-THE DEADLINE AS STATED ON THE COMPANIES MEETING NOTICE. | | Non-Voting | | | | | | |
| | | | | |
1 | | CONSOLIDATED BOARD OF DIRECTORS REPORT ON THE ACTIVITY PERFORMED IN 2019 | | Management | | No Action | | | | |
| | | | | |
2 | | REPORT OF THE INDEPENDENT AUDITOR ERNST YOUNG ASSURANCE SERVICE S.R.L. ON THE ANNUAL INDIVIDUAL FINANCIAL STATEMENTS OF S.N.G.N. ROMGAZ S.A. FOR THE YEAR ENDED ON DECEMBER 31, 2019 | | Management | | No Action | | | | |
| | | | | |
3 | | REPORT OF THE INDEPENDENT AUDITOR ERNST YOUNG ASSURANCE SERVICE S.R.L. ON THE CONSOLIDATED FINANCIAL STATEMENTS OF S.N.G.N. ROMGAZ S.A. GROUP FOR THE YEAR ENDED ON DECEMBER 31, 2019 | | Management | | No Action | | | | |
| | | | | |
4 | | APPROVE THE ANNUAL INDIVIDUAL FINANCIAL STATEMENTS OF S.N.G.N. ROMGAZ S.A. FOR THE YEAR ENDED ON DECEMBER 31, 2019 PREPARED IN COMPLIANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) ADOPTED BY THE EUROPEAN UNION AND THE ORDER OF THE MINISTRY FOR PUBLIC FINANCES NO. 2844/2016 | | Management | | No Action | | | | |
| | | | | |
5 | | APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS OF S.N.G.N. ROMGAZ S.A. GROUP FOR THE YEAR ENDED ON DECEMBER 31, 2019 PREPARED IN COMPLIANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) ADOPTED BY THE EUROPEAN UNION AND THE ORDER OF THE MINISTRY FOR PUBLIC FINANCES NO. 2844/2016 | | Management | | No Action | | | | |
| | | | | |
6 | | APPROVE THE NET PROFIT DISTRIBUTION FOR 2019 | | Management | | No Action | | | | |
| | | | | |
7 | | APPROVE THE GROSS DIVIDEND PER SHARE DISTRIBUTED FROM THE NET PROFIT ACHIEVED IN 2019 | | Management | | No Action | | | | |
| | | | | |
8 | | APPROVE THE ALLOCATION OF SOME AMOUNTS FROM RETAINED EARNINGS | | Management | | No Action | | | | |
| | | | | |
9 | | APPROVE THE GROSS DIVIDEND PER SHARE DISTRIBUTED FROM RETAINED EARNINGS | | Management | | No Action | | | | |
| | | | | |
10 | | APPROVE THE TOTAL GROSS DIVIDEND PER SHARE DISTRIBUTED FROM THE 2019 NET PROFIT AND RETAINED EARNINGS | | Management | | No Action | | | | |
| | | | | |
11 | | ESTABLISH JULY 24, 2020 AS PAYMENT DAY, FOR PAYMENT OF DIVIDENDS DUE TO SHAREHOLDERS | | Management | | No Action | | | | |
| | | | | |
12 | | APPROVE THE EMPLOYEES PARTICIPATION TO PROFIT, IN ACCORDANCE WITH THE PROVISIONS OF GOVERNMENT ORDINANCE NO. 64/2001 | | Management | | No Action | | | | |
| | | | | |
13 | | ANNUAL REPORT OF THE NOMINATION AND REMUNERATION COMMITTEE ON REMUNERATION AND OTHER BENEFITS GRANTED TO DIRECTORS AND MANAGERS DURING THE FINANCIAL YEAR 2019 | | Management | | No Action | | | | |
| | | | | |
14 | | APPROVE THE BUDGETARY DISCHARGE OF THE BOD MEMBERS FOR FINANCIAL YEAR 2019 | | Management | | No Action | | | | |
| | | | | |
15 | | APPROVING THE MAXIMUM LIMIT FOR THE INSURED AMOUNT RELATED TO THE PROFESSIONAL LIABILITY INSURANCE POLICY OF THE BOARD OF DIRECTORS MEMBERS | | Management | | No Action | | | | |
| | | | | |
16 | | ESTABLISH JULY 3, 2020 AS THE RECORD DATE, NAMELY THE DATE FOR IDENTIFYING THE SHAREHOLDERS THAT BENEFIT FROM DIVIDENDS OR OTHER RIGHTS AND WHO ARE AFFECTED BY RESOLUTION OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS | | Management | | No Action | | | | |
| | | | | |
17 | | ESTABLISH JULY 2, 2020 AS EX-DATE REPRESENTING THE DATE FALLING ONE SETTLEMENT CYCLE MINUS ONE BUSINESS DAY BEFORE THE RECORD DATE, AS OF WHICH THE FINANCIAL INSTRUMENTS PROVIDED UNDER THE CORPORATE BODIES RESOLUTIONS ARE TRADED WITHOUT THE RIGHTS RESULTING FROM SUCH RESOLUTION | | Management | | No Action | | | | |
| | | | | |
18 | | AUTHORISE THE CHAIRMAN AND THE SECRETARY OF THE MEETING TO SIGN THE RESOLUTION OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 23 APR 2020. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 25 MAR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF-COMMENT & RECEIPT OF POA. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO-NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK-YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | IF YOU WISH YOU TO VOTE IN THIS GENERAL ASSEMBLY, YOU MUST RETURN YOUR- INSTRUCTIONS BY THE INDICATED CUTOFF DATE; ADDITIONALLY, IN ORDER TO PROCESS-YOUR VOTING INSTRUCTIONS, PLEASE ALSO NOTE THAT THE COMPANY SPECIFIC POWER OF-ATTORNEY MUST BE SIGNED AND SENT IN ORIGINAL (BANK REPLY DEADLINE -2) TO THE-APPROPRIATE SUB CUSTODIAN. SHAREHOLDER INFORMATION CAN BE RETRIEVED FROM THE-MATERIAL URL THAT IS PROVIDED WITH THIS BALLOT. PLEASE CONTACT YOUR-INSTITUTION CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NAME OF THE- SUB-CUSTODIAN THAT THIS FORM SHOULD BE MAILED. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THERE ARE ADDITIONAL DOCUMENTATION REQUIREMENTS ASSOCIATED- WITH THIS MEETING: DOCUMENTATION CONFIRMING THE QUALITY OF THE SIGNER AS- LEGAL REPRESENTATIVE MUST BE DELIVERED DIRECTLY TO THE COMPANY NO LATER THAN-THE DEADLINE AS STATED ON THE COMPANIES MEETING NOTICE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 379315 DUE TO RECEIPT OF-UPDATED AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE-DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE-REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE-EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND-YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE-ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS-SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 30 APR 2020. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
I | | ELECTION OF THE MEETING SECRETARIES AND TECHNICAL SECRETARIES, WITH THE FOLLOWING PROPOSALS: MEETING SECRETARIES - IOANA OLANESCU, GABRIEL GOGA; TECHNICAL SECRETARIES - FLAVIA VANDOR, IOAN SUMANDEA- SIMIONESCU | | Management | | No Action | | | | |
| | | | | |
II | | APPROVAL OF THE ANNUAL STATUTORY IFRS FINANCIAL STATEMENTS FOR THE 2019 FINANCIAL YEAR, IN COMPLIANCE WITH NBR’S ORDER NO. 27/2010, AS SUBSEQUENTLY AMENDED, TOGETHER WITH THE REPORT OF THE BOARD OF DIRECTORS AND THE REPORT OF THE INDEPENDENT AUDITOR | | Management | | No Action | | | | |
| | | | | |
III | | APPROVAL OF THE NET PROFIT DISTRIBUTION IN THE SUM OF RON 1,620,511,500 AS FOLLOWS: ALLOCATION OF THE SUM OF RON 231,366,623 FOR LEGAL AND OTHER RESERVES, OF THE SUM OF RON 1,389,144,877 LEI FOR NET PROFIT RESERVES TO BE DISTRIBUTED, OF WHICH RON 600,000,000 WILL BE PAID AS DIVIDENDS. APPROVAL OF A GROSS DIVIDEND PER SHARE OF RON 0.1150286771 | | Management | | No Action | | | | |
| | | | | |
IV | | DISCHARGE OF DIRECTORS FOR 2019 | | Management | | No Action | | | | |
| | | | | |
V | | APPROVAL OF THE REVENUE AND EXPENDITURE BUDGET AND THE INVESTMENT PLAN FOR 2020 (BUSINESS PLAN FOR 2020) | | Management | | No Action | | | | |
| | | | | |
VI | | ESTABLISHING THE DIRECTORS’ REMUNERATION FOR 2020, INCLUDING THE MAXIMUM CAP OF ADDITIONAL REMUNERATIONS (FIXED AND VARIABLE) GRANTED TO DIRECTORS AND MANAGERS | | Management | | No Action | | | | |
| | | | | |
VII | | THE APPROVAL OF A FINANCIAL AUDITOR FOR THE BANK WHO WILL AUDIT THE FINANCIAL SITUATIONS OF THE BANK FOR THE 2020-2023 FINANCIAL EXERCISES, IN ACCORDANCE WITH THE IFRS STANDARDS, AS STATED IN THE N.B.R. ORDER NO. 27/2010 | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT ALTHOUGH THERE ARE 2 OPTIONS TO BE SELECTED, THERE IS ONLY 1- OPTION AVAILABLE TO BE SELECTED AT THE MEETING. THE STANDING INSTRUCTIONS FOR-THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO VOTE-FOR, AGAINST OR ABSTAIN ON ONLY 1 OF THE 2 OPTIONS AND TO SELECT ‘CLEAR’ FOR-THE OTHERS. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
VIIIA | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: APPROVAL OF THE DATE OF OCTOBER 5TH, 2020 AS THE REGISTRATION DATE AND OF THE EX-DATE - OCTOBER 2ND, 2020, FOR THE IDENTIFICATION OF THE SHAREHOLDERS WHO WILL BENEFIT FROM THE RESULTS OF THE ORDINARY GMS AND TO WHOM THE EFFECTS OF THE ORDINARY GMS DECISIONS ARE APPLICABLE, INCLUDING BUT NOT LIMITED TO THE IDENTIFICATION OF THE SHAREHOLDERS WHO WILL BENEFIT FROM DIVIDENDS | | Shareholder | | No Action | | | | |
| | | | | |
VIIIB | | APPROVAL OF THE DATE OF JUNE 9TH, 2020 AS THE REGISTRATION DATE AND OF THE EX-DATE - JUNE 5TH, 2020, FOR THE IDENTIFICATION OF THE SHAREHOLDERS WHO WILL BENEFIT FROM THE RESULTS OF THE ORDINARY GMS AND TO WHOM THE EFFECTS OF THE ORDINARY GMS DECISIONS ARE APPLICABLE, INCLUDING BUT NOT LIMITED TO THE IDENTIFICATION OF THE SHAREHOLDERS WHO WILL BENEFIT FROM DIVIDENDS | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT ALTHOUGH THERE ARE 2 OPTIONS TO INDICATE A PREFERENCE ON-THIS RESOLUTION, ONLY ONE CAN BE SELECTED. THE STANDING INSTRUCTIONS FOR THIS-MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO VOTE FOR-ONLY 1 OF THE 2 OPTIONS BELOW, YOUR OTHER VOTES MUST BE EITHER AGAINST OR-ABSTAIN THANK YOU | | Non-Voting | | | | | | |
| | | | | |
IX.A | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: APPROVAL OF THE DATE OF OCTOBER 16TH, 2020 AS THE PAYMENT DATE FOR DIVIDEND DISTRIBUTION | | Shareholder | | No Action | | | | |
| | | | | |
IX.B | | APPROVAL OF THE DATE OF JUNE 22TH, 2020 AS THE PAYMENT DATE FOR DIVIDEND DISTRIBUTION | | Management | | No Action | | | | |
| | | | | |
X | | APPROVAL OF THE MANDATES FOR THE BOARD OF DIRECTORS AND FOR ITS INDIVIDUAL MEMBERS TO CARRY OUT THE DECISIONS ADOPTED BY THE ORDINARY GENERAL MEETING OF SHAREHOLDERS | | Management | | No Action | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | A MEETING SPECIFIC POWER OF ATTORNEY (POA) SIGNED BY THE BENEFICIAL OWNER MAY-BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS-MARKET. SOME SUBCUSTODIANS REQUIRE THE POA TO BE COMPLETED BY THE BENEFICIAL-OWNERS IN ORDER TO PROCESS VOTING INSTRUCTIONS. IF A POA IS REQUIRED THE-FOLLOWING RULES APPLY: IF THE ENGLISH VERSION OF THE POA IS SUBMITTED, THE-POA MUST BE NOTARIZED, APOSTILLIZED AND FURTHER TRANSLATED INTO ROMANIAN. IF-ROMANIAN VERSION OF THE POA IS SUBMITTED, NOTARIZATION IS SUFFICIENT. THE POA-MUST BE FORWARDED TO THE APPROPRIATE SUBCUSTODIAN FOR PROCESSING. ABSENCE OF-A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. PLEASE CONTACT YOUR CLIENT- SERVICE REPRESENTATIVE FOR ASSISTANCE IN SUBMITTING THE REQUIRED DOCUMENTS | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THERE ARE ADDITIONAL DOCUMENTATION REQUIREMENTS ASSOCIATED- WITH THIS MEETING: DOCUMENTATION CONFIRMING THE QUALITY OF THE SIGNER AS- LEGAL REPRESENTATIVE MUST BE DELIVERED DIRECTLY TO THE COMPANY NO LATER THAN-THE DEADLINE AS STATED ON THE COMPANIES MEETING NOTICE. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 382249 DUE TO RECEIPT OF-UPDATED AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE-DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE-REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE-EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND-YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE-ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS-SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 30 APR 2020. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
I | | ELECTION OF THE MEETING SECRETARIES AND TECHNICAL SECRETARIES, WITH THE FOLLOWING PROPOSALS: MEETING SECRETARIES - IOANA OLANESCU, GABRIEL GOGA; TECHNICAL SECRETARIES - FLAVIA VANDOR, IOAN SUMANDEA- SIMIONESCU | | Management | | No Action | | | | |
| | | | | |
II | | INCREASE OF THE SHARE CAPITAL WITH THE AMOUNT OF RON 521.609.059 BY ISSUING 521.609.059 NEW SHARES, AT A NOMINAL VALUE OF RON 1/SHARE AS WELL ESTABLISHING A PRICE OF RON 0 (ZERO) TO COMPENSATE FOR THE FRACTIONS OF SHARES RESULTING FROM APPLYING THE ALGORITHM AND ROUNDING THE RESULTS, ACCORDING TO THE LEGAL PROVISIONS IN FORCE AND ALSO GRANTING A MANDATE TO THE BOARD OF DIRECTORS IN ORDER TO ESTABLISH A PRICE HIGHER THAN THE APPROVED ONE (IF APPLICABLE). THE INCREASE IN THE SHARE CAPITAL WILL BE CARRIED OUT THROUGH THE CAPITALIZATION OF RESERVES FROM THE NET PROFIT OF THE YEAR 2019, IN AMOUNT OF RON 521.609.059, BY ISSUING A NUMBER OF 521.609.059 SHARES, WITH A NOMINAL VALUE OF RON 1/SHARE IN THE BENEFIT OF THE SHAREHOLDERS REGISTERED WITH THE SHAREHOLDING REGISTER HELD BY THE CENTRAL DEPOSITORY AT THE REGISTRATION DATE THAT WILL BE ESTABLISHED BY THE GSM | | Management | | No Action | | | | |
| | | | | |
III | | APPROVAL OF THE SHARE BUYBACK BY THE BANK, IN ACCORDANCE WITH THE APPLICABLE LEGAL PROVISIONS, UNDER THE FOLLOWING TERMS AND CONDITIONS: UP TO 35.000.000 SHARES (0.67% OF THE TOTAL SHARES INCLUDED IN THE SHARE CAPITAL) WITH A NOMINAL VALUE OF RON 1/SHARE AT A MINIMUM PRICE EQUAL TO THE MARKET PRICE ON BSE AT THE MOMENT OF THE BUYBACK AND A MAXIMUM PRICE OF RON 4 FOR A PERIOD OF MAXIMUM 18 MONTHS AS OF THE PUBLISHING DATE OF THE EGMS RESOLUTION IN THE OFFICIAL GAZETTE OF ROMANIA, PART IV, PART OF A STOCK OPTION PLAN WITH THE PURPOSE OF IMPLEMENTING A REMUNERATION PROGRAM AND A PERSONNEL INCENTIVE PROGRAM FOR A PERIOD OF AT LEAST 3 YEARS AS WELL AS THE PAYMENT OF FIXED REMUNERATION, AND THE GRANTING OF A MANDATE FOR THE BOARD OF DIRECTORS FOR THE ENFORCEMENT OF THIS RESOLUTION | | Management | | No Action | | | | |
| | | | | |
IV | | INFORMATION REGARDING THE PURCHASE OF A SHAREHOLDING IN OCN MICROINVEST SRL | | Management | | No Action | | | | |
| | | | | |
V | | CHANGES TO THE ARTICLES OF INCORPORATION AS FOLLOWS: CHANGES TO ART. 14 - LEADERS’ COMMITTEE, AS FOLLOWS: THE MANAGEMENT, ORGANIZATION AND COORDINATION OF THE BANK’S CURRENT BUSINESS IS ENSURED BY THE LEADERS’ (DIRECTORS) OF THE BANK (CHIEF EXECUTIVE OFFICERS AND DEPUTY CEOS), APPOINTED BY THE BOARD OF DIRECTORS, WHO TOGETHER FORM THE LEADERS COMMITTEE. THE CHIEF EXECUTIVE OFFICER AND DEPUTY CEOS WILL FORM TOGETHER THE LEADERS COMMITTEE. THE BOARD OF DIRECTORS MANDATES THE BANKS LEADERS’ TO EXERCISE JOINTLY THE POWERS OF ORGANIZATION AND MANAGEMENT OF THE BANK’S ACTIVITY. THE BANK LEADERS’ ARE VESTED WITH THE RIGHTS, OBLIGATIONS AND RESPONSIBILITIES PROVIDED IN THE RELEVANT LEGISLATION AND THE ARTICLES OF ASSOCIATION FOR THE ACTIVITIES THEY COORDINATE ACCORDING TO THE BANK’S ORGANIZATION CHART, INCLUDING THE RIGHT TO REPRESENT THE BANK IN RELATION TO THIRD PARTIES. THE LEADERS MAY, BASED ON THE RECEIVED MANDATE, DELEGATE SOME OF THEIR RESPONSIBILITIES IN A CLEAR AND TRANSPARENT WAY TO SPECIFIC COMMITTEES/OTHER STRUCTURES OR INDIVIDUALLY THE BANK’S EMPLOYEES. THE LEADERS’ COMMITTEE SHALL ADOPT DECISIONS BY CONSENSUS; IN CASE OF DISAGREEMENT, THE SUBJECT WILL BE FORWARDED TO THE BOARD OF DIRECTORS. THE BANK IS VALIDLY BOUND IN PROPERTY RELATED OPERATIONS AND CURRENT BUSINESS IN LINE WITH THE INTERNAL REGULATIONS | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT ALTHOUGH THERE ARE 2 CANDIDATES 1 TO BE ELECTED AS DIRECTOR,- THERE ARE ONLY 1 VACANCY AVAILABLE TO BE FILLED AT THE MEETING. THE STANDING- INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE- REQUIRED TO VOTE FOR, AGAINST OR ABSTAIN ON ONLY 2 OF THE 1 DIRECTORS AND TO-SELECT CLEAR FOR THE OTHERS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
VI.A | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: APPROVAL OF THE DATE OF OCTOBER 15TH, 2020 AS THE REGISTRATION DATE AND OF THE EX-DATE - OCTOBER 14TH, 2020, FOR THE IDENTIFICATION OF THE SHAREHOLDERS WHO WILL BENEFIT FROM THE RESULTS OF THE EXTRAORDINARY GMS AND TO WHOM THE EFFECTS OF THE EXTRAORDINARY GMS DECISIONS ARE APPLICABLE, INCLUDING BUT NOT LIMITED TO THE IDENTIFICATION OF THE SHAREHOLDERS WHO WILL BENEFIT FROM THE SHARES ALLOCATED FOLLOWING THE CAPITAL INCREASE | | Shareholder | | No Action | | | | |
| | | | | |
VI.B | | APPROVAL OF THE DATE OF AUGUST 7ND, 2020 AS THE REGISTRATION DATE AND OF THE EX-DATE - AUGUST 6TH, 2020, FOR THE IDENTIFICATION OF THE SHAREHOLDERS WHO WILL BENEFIT FROM THE RESULTS OF THE EXTRAORDINARY GMS AND TO WHOM THE EFFECTS OF THE EXTRAORDINARY GMS DECISIONS ARE APPLICABLE, INCLUDING BUT NOT LIMITED TO THE IDENTIFICATION OF THE SHAREHOLDERS WHO WILL BENEFIT FROM THE SHARES ALLOCATED FOLLOWING THE CAPITAL INCREASE | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT ALTHOUGH THERE ARE 2 OPTIONS TO INDICATE A PREFERENCE ON-THIS RESOLUTION, ONLY ONE CAN BE SELECTED. THE STANDING INSTRUCTIONS FOR THIS-MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO VOTE FOR-ONLY 1 OF THE 2 OPTIONS BELOW, YOUR OTHER VOTES MUST BE EITHER AGAINST OR-ABSTAIN THANK YOU | | Non-Voting | | | | | | |
| | | | | |
VII.A | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: APPROVAL OF THE DATE OF OCTOBER 16TH, 2020 AS THE PAYMENT DATE FOR DISTRIBUTION OF SHARES FOLLOWING THE SHARE CAPITAL INCREASE | | Shareholder | | No Action | | | | |
| | | | | |
VII.B | | APPROVAL OF THE DATE OF AUGUST 10TH, 2020 AS THE PAYMENT DATE FOR DISTRIBUTION OF SHARES FOLLOWING THE SHARE CAPITAL INCREASE | | Management | | No Action | | | | |
| | | | | |
VIII | | APPROVAL OF THE MANDATES FOR THE BOARD OF DIRECTORS AND INDIVIDUALLY FOR EACH OF ITS MEMBERS, IN ORDER TO CARRY OUT THE DECISIONS OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING | | Management | | No Action | | | | |
| | | | | |
CMMT | | 21 APR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT-OF RESOLUTIONS VI.A & VII.A. IF YOU HAVE ALREADY SENT IN YOUR VOTES TO MID-396965, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL-INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1 | | TO RECEIVE AND CONSIDER THE COMPANY’S AUDITED FINANCIAL STATEMENTS, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
2 | | THAT LORD ANTHONY TUDOR ST JOHN, WHO RETIRES AS A DIRECTOR AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-ELECTION AT THE AGM, BE RE-ELECTED | | Management | | For | | For | | |
| | | | | |
3 | | THAT DR. HEND EL-SHERBINI, WHO RETIRES AS A DIRECTOR AND, BEING ELIGIBLE, OFFERS HERSELF FOR RE-ELECTION AT THE AGM, BE RE-ELECTED | | Management | | For | | For | | |
| | | | | |
4 | | THAT RICHARD HENRY PHILLIPS, WHO RETIRES AS A DIRECTOR AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-ELECTION AT THE AGM, BE RE- ELECTED | | Management | | For | | For | | |
| | | | | |
5 | | THAT JAMES PATRICK NOLAN, WHO RETIRES AS A DIRECTOR AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-ELECTION AT THE AGM, BE RE-ELECTED | | Management | | For | | For | | |
| | | | | |
6 | | THAT DAN JOHAN WILMAR OLSSON, WHO RETIRES AS A DIRECTOR AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-ELECTION AT THE AGM, BE RE- ELECTED | | Management | | For | | For | | |
| | | | | |
7 | | THAT HUSSEIN HASSAN CHOUCRI, WHO RETIRES AS A DIRECTOR AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-ELECTION AT THE AGM, BE RE- ELECTED | | Management | | Against | | Against | | |
| | | | | |
8 | | TO RE-APPOINT KPMG LLP AS AUDITOR TO HOLD OFFICE FROM THE CONCLUSION OF THIS MEETING UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY | | Management | | For | | For | | |
| | | | | |
9 | | TO AUTHORISE THE DIRECTORS TO DETERMINE THE AUDITOR’S REMUNERATION | | Management | | For | | For | | |
| | | | | |
10 | | THAT, IN SUBSTITUTION FOR ALL EXISTING AND UNEXERCISED AUTHORITIES AND POWERS, THE DIRECTORS OF THE COMPANY BE AND THEY ARE HEREBY GENERALLY AND UNCONDITIONALLY AUTHORISED FOR THE PURPOSE OF ARTICLE 12 OF THE ARTICLES OF ASSOCIATION TO EXERCISE ALL OR ANY OF THE POWERS OF THE COMPANY TO ISSUE AND ALLOT OR AGREE TO ISSUE AND ALLOT EQUITY SECURITIES OF THE COMPANY OR TO GRANT RIGHTS TO SUBSCRIBE FOR, OR TO CONVERT ANY SECURITY INTO, EQUITY SECURITIES OF THE COMPANY UP TO 49,500,000 ORDINARY USD 1.00 SHARES, BEING APPROXIMATELY 33 PER CENT OF THE CURRENT ISSUED SHARE CAPITAL OF THE COMPANY (THE AUTHORISED ALLOTMENT AMOUNT), TO SUCH PERSONS AT SUCH TIMES AND GENERALLY ON SUCH TERMS AND CONDITIONS AS THE DIRECTORS MAY DETERMINE (SUBJECT ALWAYS TO THE ARTICLES OF ASSOCIATION). PROVIDED THAT, THIS AUTHORITY SHALL, UNLESS PREVIOUSLY RENEWED, VARIED OR REVOKED BY THE COMPANY IN GENERAL MEETING, EXPIRE AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING SAVE THAT THE DIRECTORS OF THE COMPANY MAY ISSUE AND ALLOT OR AGREE TO ISSUE AND ALLOT EQUITY SECURITIES, NOTWITHSTANDING THAT THIS AUTHORITY HAS EXPIRED, IF THEY ARE ALLOTTED IN PURSUANCE OF AN OFFER OR AGREEMENT MADE BY THE COMPANY BEFORE THIS AUTHORITY EXPIRES, WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED AFTER THIS AUTHORITY EXPIRES | | Management | | Against | | Against | | |
| | | | | |
11 | | THAT PURSUANT TO ARTICLE 58A (1)(B) OF THE COMPANIES (JERSEY) LAW 1991, THE HOLDING BY THE COMPANY OF THE EQUITY SECURITIES PURCHASED TO THE AUTHORITY CONFERRED BY RESOLUTION 14 AS TREASURY SHARES IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES (JERSEY) LAW 1991 BE APPROVED | | Management | | For | | For | | |
| | | | | |
12 | | THAT THE EXECUTION AND DELIVERY BY THE COMPANY OF ANY DOCUMENTS THAT ARE NECESSARY OR EXPEDIENT IN CONNECTION WITH THE COMPANY HOLDING THE EQUITY SECURITIES PURCHASED PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 14 AS TREASURY SHARES BE APPROVED | | Management | | For | | For | | |
| | | | | |
13 | | TO CONSIDER AND, IF THOUGHT FIT, PASS THE FOLLOWING RESOLUTION WHICH, IN ACCORDANCE WITH ARTICLE 3 OF THE COMPANY’S ARTICLES OF ASSOCIATION WILL REQUIRE A MAJORITY OF THREE-FOURTHS OF THE MEMBERS VOTING IN PERSON OR BY PROXY ON THIS RESOLUTION TO BE PASSED: THAT, SUBJECT TO AND CONDITIONAL UPON THE PASSING OF THE RESOLUTION NUMBERED 10 IN THE NOTICE CONVENING THE MEETING AT WHICH THIS RESOLUTION WAS PROPOSED AND IN SUBSTITUTION FOR ALL EXISTING AND UNEXERCISED AUTHORITIES AND POWERS, THE DIRECTORS OF THE COMPANY BE AND ARE HEREBY EMPOWERED GENERALLY AND UNCONDITIONALLY PURSUANT TO ARTICLE 12.4 OF THE ARTICLES OF ASSOCIATION TO ALLOT EQUITY SECURITIES (WHETHER DIRECTLY, OR BY WAY OF OPTIONS, WARRANTS, CONVERTIBLE INSTRUMENTS OR OTHER GRANT OF RIGHTS FOR EQUITY SECURITIES CONVERTIBLE UPON EXERCISE OF SUCH OPTIONS, WARRANTS, CONVERTIBLE INSTRUMENTS OR OTHER GRANT OF RIGHTS) PURSUANT TO THE AUTHORITY CONFERRED UPON THEM BY RESOLUTION 13, SUCH THAT ARTICLE 13.1 OF THE ARTICLES OF ASSOCIATION SHALL NOT APPLY TO THE ALLOTMENT, PROVIDED THAT THIS AUTHORITY AND POWER SHALL BE LIMITED TO: (I) THE ALLOTMENT OF EQUITY SECURITIES IN CONNECTION WITH A RIGHTS ISSUE OR SIMILAR OFFER IN FAVOUR OF ORDINARY SHAREHOLDERS WHERE THE EQUITY SECURITIES RESPECTIVELY ATTRIBUTABLE TO THE INTEREST OF ALL ORDINARY SHAREHOLDERS ARE PROPORTIONATE (AS NEARLY AS MAY BE) TO THE RESPECTIVE NUMBERS OF ORDINARY SHARES HELD BY THEM SUBJECT ONLY TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE DIRECTORS OF THE COMPANY MAY CONSIDER APPROPRIATE TO DEAL WITH FRACTIONAL ENTITLEMENTS, TREASURY SHARES, RECORD DATES OR LEGAL AND PRACTICAL DIFFICULTIES UNDER THE LAWS OF, OR THE REQUIREMENTS OF ANY RECOGNISED REGULATORY BODY OF, ANY TERRITORY; (II) THE ALLOTMENT (OTHERWISE THAN PURSUANT TO SUB-PARAGRAPH (I) ABOVE) OF UP TO 7,500,000 ORDINARY USD 1.00 SHARES, REPRESENTING APPROXIMATELY 5 PER CENT OF THE CURRENT ISSUED SHARE CAPITAL OF THE COMPANY (THE NON PRE-EMPTIVE AMOUNT); AND THIS AUTHORITY SHALL, UNLESS PREVIOUSLY RENEWED, VARIED OR REVOKED BY THE COMPANY IN GENERAL MEETING, EXPIRE AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING SAVE THAT THE DIRECTORS OF THE COMPANY MAY ALLOT EQUITY SECURITIES OR RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO EQUITY SECURITIES NOTWITHSTANDING THAT THIS AUTHORITY HAS EXPIRED, IF THEY ARE ALLOTTED IN PURSUANCE OF AN OFFER OR AGREEMENT MADE BY THE COMPANY BEFORE THIS AUTHORITY EXPIRES, WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED AFTER THIS AUTHORITY EXPIRES | | Management | | For | | For | | |
| | | | | |
14 | | TO CONSIDER AND, IF THOUGHT FIT, PASS THE FOLLOWING RESOLUTION WHICH, IN ACCORDANCE WITH ARTICLE 3 OF THE COMPANY’S ARTICLES OF ASSOCIATION WILL REQUIRE A MAJORITY OF THREE-FOURTHS OF THE MEMBERS VOTING IN PERSON OR BY PROXY ON THIS RESOLUTION TO BE PASSED: THAT THE COMPANY IS HEREBY GENERALLY AND UNCONDITIONALLY AUTHORISED PURSUANT TO ARTICLE 57 OF THE COMPANIES (JERSEY) LAW 1991 TO MAKE MARKET PURCHASES OF EQUITY SECURITIES IN THE CAPITAL OF THE COMPANY ON SUCH TERMS AND IN SUCH MANNER AS THE DIRECTORS SHALL DETERMINE PROVIDED THAT: (I) THE MAXIMUM NUMBER OF EQUITY SECURITIES AUTHORISED TO BE PURCHASED IS 15,000,000, REPRESENTING UP TO 10 PER CENT OF THE SUM OF THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY AS AT THE DATE OF THIS CIRCULAR; (II) THE MINIMUM PRICE WHICH MAY BE PAID FOR EACH EQUITY SECURITY IS USD 1.00; (III) THE MAXIMUM PRICE (EXCLUSIVE OF EXPENSES) WHICH MAY BE PAID FOR EACH EQUITY SECURITY IS, IN RESPECT OF A SHARE CONTRACTED TO BE PURCHASED ON ANY DAY, AN AMOUNT EQUAL TO THE HIGHER OF: (I) 105 PER CENT OF THE AVERAGE OF THE CLOSING MIDDLE MARKET QUOTATIONS FOR THE EQUITY SECURITIES TAKEN FROM THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE FOR THE FIVE BUSINESS DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH THAT EQUITY SECURITY IS TO BE PURCHASED; AND (II) THE HIGHER OF THE LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT INDEPENDENT BID FOR THE EQUITY SECURITY ON THE LONDON STOCK EXCHANGE AT THE RELEVANT TIME; (IV) THIS AUTHORITY WILL (UNLESS PREVIOUSLY RENEWED, VARIED OR REVOKED BY THE COMPANY IN GENERAL MEETING) EXPIRE AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY HELD AFTER THE DATE ON WHICH THIS RESOLUTION IS PASSED OR, IF EARLIER, AT CLOSE OF BUSINESS ON THE DAY FALLING 15 MONTHS AFTER THAT DATE; AND (V) THE COMPANY MAY MAKE A CONTRACT TO PURCHASE EQUITY SECURITIES UNDER THIS AUTHORITY BEFORE THIS AUTHORITY EXPIRES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER ITS EXPIRATION | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1 | | TO RECEIVE AND CONSIDER THE ANNUAL REPORT OF THE BOARD OF DIRECTORS ON THE AFFAIRS OF THE COMPANY, THE STATEMENT OF COMPLIANCE AND THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2019 TOGETHER WITH THE REPORT OF THE AUDITORS THEREON | | Management | | For | | For | | |
| | | | | |
2 | | TO DECLARE A DIVIDEND AS RECOMMENDED BY THE BOARD OF DIRECTORS AND TO CONSIDER AND IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTIONS. TO CONSIDER AND IF THOUGHT FIT TO PASS THE FOLLOWING RESOLUTION BY WAY OF AN ORDINARY RESOLUTION PERTAINING TO THE DECLARATION OF A FINAL DIVIDEND AND APPROVAL OF ITS METHOD OF SATISFACTION. (TO BE PASSED ONLY BY THE ORDINARY (VOTING) SHAREHOLDERS). (DIVIDEND RESOLUTION NO. 1). THAT A FINAL DIVIDEND OF RS.2.00 PER ISSUED AND FULLY PAID ORDINARY (VOTING) AND (NONVOTING) SHARE CONSTITUTING A TOTAL SUM OF RS.2,055,013,172.00 BASED ON THE ISSUED ORDINARY (VOTING) AND (NONVOTING) SHARES AS AT FEBRUARY 14, 2020 (SUBJECT HOWEVER TO NECESSARY AMENDMENTS BEING MADE TO SUCH AMOUNT TO INCLUDE THE DIVIDENDS PERTAINING TO THE OPTIONS THAT MAY BE EXERCISED BY EMPLOYEES UNDER THE COMMERCIAL BANK OF CEYLON PLC (THE COMPANY) EMPLOYEE SHARE OPTION PLAN (ESOP) SCHEMES) BE AND IS HEREBY DECLARED FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2019 ON THE ISSUED AND FULLY PAID ORDINARY (VOTING) AND (NONVOTING) SHARES OF THE COMPANY. THAT SUCH DIVIDEND SO DECLARED BE PAID OUT OF THE PROFITS OF THE COMPANY, WHICH WOULD BE LIABLE TO ANY APPLICABLE GOVERNMENT TAXES. THAT THE SHAREHOLDERS ENTITLED TO SUCH DIVIDEND WOULD BE THOSE SHAREHOLDERS (BOTH ORDINARY (VOTING) AND (NONVOTING)), WHOSE NAMES HAVE BEEN DULY REGISTERED IN THE SHAREHOLDERS REGISTER MAINTAINED BY THE REGISTRARS OF THE COMPANY (I.E. SSP CORPORATE SERVICES (PVT) LIMITED, NO. 101, INNER FLOWER ROAD, COLOMBO 03) AND ALSO THOSE SHAREHOLDERS WHOSE NAMES APPEAR ON THE CENTRAL DEPOSITORY SYSTEMS (PVT) LIMITED (CDS) AS AT END OF TRADING ON THE DATE ON WHICH THE REQUISITE RESOLUTION OF THE SHAREHOLDERS IN REGARD TO THE FINAL DIVIDEND IS PASSED (ENTITLED SHAREHOLDERS). THAT SUBJECT TO THE SHAREHOLDERS (A) WAIVING THEIR PREEMPTIVE RIGHTS TO NEW SHARE ISSUES AND (B) APPROVING THE PROPOSED ALLOTMENT AND ISSUE OF NEW ORDINARY (VOTING) AND (NONVOTING) SHARES BY PASSING THE RESOLUTIONS SET OUT IN ITEMS 2 (II) AND 2 (III) BELOW, THE DECLARED FINAL DIVIDEND OF RS.2.00 PER ISSUED AND FULLY PAID ORDINARY (VOTING) AND (NONVOTING) SHARE, BE DISTRIBUTED AND SATISFIED BY THE ALLOTMENT AND ISSUE OF NEW ORDINARY (VOTING) AND (NONVOTING) SHARES (THE DISTRIBUTION SCHEME) BASED ON THE SHARE PRICES OF ORDINARY (VOTING) AND (NONVOTING) SHARES AS AT FEBRUARY 14, 2020 IN THE MANNER FOLLOWING. THE ALLOTMENT AND ISSUE OF NEW ORDINARY (VOTING) AND (NONVOTING) SHARES IN SATISFACTION OF THE TOTAL DIVIDEND ENTITLEMENT AMOUNTING TO A SUM OF RS. 2,055,013,172.00 (LESS ANY APPLICABLE GOVERNMENT TAXES). THAT ACCORDINGLY AND SUBJECT TO THE APPROVAL OF THE SHAREHOLDERS BEING OBTAINED IN THE MANNER AFOREMENTIONED THE IMPLEMENTATION OF THE SAID DISTRIBUTION SCHEME SHALL BE BY WAY OF THE ALLOTMENT AND, ISSUE OF NEW SHARES. THE TOTAL SUM OF RS. 1,922,504,634.00 (SUBJECT HOWEVER TO NECESSARY AMENDMENTS BEING MADE TO SUCH AMOUNT TO INCLUDE THE DIVIDEND PAYABLE ON THE OPTIONS THAT MAY BE EXERCISED BY EMPLOYEES UNDER THE COMPANY’S ESOP SCHEMES) TO WHICH THE ORDINARY (VOTING) SHAREHOLDERS ARE ENTITLED (LESS ANY APPLICABLE GOVERNMENT TAXES) AND RS. 132,508,538.00 TO WHICH THE ORDINARY (NONVOTING) SHAREHOLDERS ARE ENTITLED (LESS ANY APPLICABLE GOVERNMENT TAXES), SHALL BE SATISFIED BY THE ALLOTMENT AND ISSUE OF NEW ORDINARY (VOTING) AND (NONVOTING) SHARES TO THE ENTITLED SHAREHOLDERS OF THE ORDINARY (VOTING) AND (NONVOTING) SHARES RESPECTIVELY, ON THE BASIS OF THE FOLLOWING RATIOS. ONE NEW FULLY PAID ORDINARY (VOTING) SHARE FOR EVERY 42.750000600 EXISTING ISSUED AND FULLY PAID ORDINARY (VOTING) SHARES CALCULATED ON THE BASIS OF THE MARKET VALUE OF THE ORDINARY (VOTING) SHARES AS AT THE END OF TRADING ON FEBRUARY 14, 2020 AND ONE NEW FULLY PAID ORDINARY (NONVOTING) SHARE FOR EVERY 38.599996387 EXISTING ISSUED AND FULLY PAID ORDINARY (NONVOTING) SHARES CALCULATED ON THE BASIS OF THE MARKET VALUE OF THE ORDINARY (NONVOTING) SHARES AS AT THE END OF TRADING ON FEBRUARY 14, 2020. THAT THE ORDINARY (VOTING) AND (NONVOTING) RESIDUAL SHARE FRACTIONS, RESPECTIVELY, ARISING IN PURSUANCE OF THE AFOREMENTIONED ALLOTMENT AND ISSUE OF NEW ORDINARY (VOTING) AND (NONVOTING) SHARES AFTER APPLYING THE FORMULAS REFERRED TO IN THE SUBHEADING RESIDUAL FRACTIONS OF SHARES IN THE CIRCULAR TO THE SHAREHOLDERS ON THE FINAL DIVIDEND FOR 2019 DATED MARCH 5, 2020, BE AGGREGATED, AND THE ORDINARY (VOTING) AND (NONVOTING) SHARES, RESPECTIVELY, ARISING CONSEQUENT TO SUCH AGGREGATION BE ALLOTTED TO A TRUSTEE TO BE NOMINATED BY THE BOARD OF DIRECTORS OF THE COMPANY, AND THAT THE TRUSTEE SO NOMINATED AND APPOINTED BE PERMITTED TO HOLD THE SAID SHARES IN TRUST UNTIL SUCH SHARES ARE SOLD BY THE TRUSTEE ON THE TRADING FLOOR OF THE COLOMBO STOCK EXCHANGE, AND THAT THE NET SALE PROCEEDS THEREOF BE DONATED TO A CHARITY OR CHARITIES APPROVED BY THE BOARD OF DIRECTORS OF THE COMPANY. THAT THE NEW SHARES TO BE ISSUED IN PURSUANCE OF THE SAID DISTRIBUTION SCHEME CONSTITUTING A TOTAL ISSUE OF 22,485,434 NEW ORDINARY (VOTING) SHARES, BASED ON THE ISSUED AND FULLY PAID ORDINARY (VOTING) SHARES AS AT FEBRUARY 14, 2020 (SUBJECT HOWEVER TO THE NECESSARY AMENDMENTS BEING MADE TO SUCH NUMBER TO INCLUDE THE DIVIDEND ON THE OPTIONS THAT MAY BE EXERCISED BY THE EMPLOYEES UNDER THE COMPANY’S ESOP SCHEMES) AND 1,716,432 NEW ORDINARY (NONVOTING) SHARES BASED ON THE ISSUED AND FULLY PAID ORDINARY (NONVOTING) SHARES AS AT FEBRUARY 14, 2020 SHALL, IMMEDIATELY CONSEQUENT TO DUE ALLOTMENT THEREOF TO THE ENTITLED SHAREHOLDERS RANK EQUAL AND PARI PASSU IN ALL RESPECTS WITH THE EXISTING ISSUED AND FULLY PAID ORDINARY (VOTING) SHARES AND THE EXISTING ISSUED AND FULLY PAID ORDINARY (NONVOTING) SHARES OF THE COMPANY RESPECTIVELY INCLUDING THE ENTITLEMENT TO PARTICIPATE IN ANY DIVIDEND THAT MAY BE DECLARED AFTER THE DATE OF ALLOTMENT THEREOF AND SHALL BE LISTED ON THE COLOMBO STOCK EXCHANGE AND. THAT THE NEW ORDINARY (VOTING) AND (NONVOTING) SHARES TO BE SO ALLOTTED AND ISSUED SHALL NOT BE ELIGIBLE FOR THE PAYMENT OF THE DIVIDEND DECLARED HEREBY AND WHICH DIVIDEND SHALL ACCORDINGLY BE PAYABLE ONLY ON THE 961,252,317 EXISTING ISSUED AND FULLY PAID ORDINARY (VOTING) SHARES AS AT FEBRUARY 14, 2020 AND 66,254,269 EXISTING ISSUED AND FULLY PAID ORDINARY (NONVOTING) SHARES AS AT FEBRUARY 14, 2020 (SUBJECT TO AMENDMENTS THERETO TO INCLUDE THE SHARES ARISING ON THE OPTIONS THAT MAY BE EXERCISED BY THE EMPLOYEES UNDER THE COMPANY’S ESOP SCHEMES) | | Management | | For | | For | | |
| | | | | |
3 | | WAIVER OF PREEMPTION RIGHTS (DIVIDEND RESOLUTION NO. 2) SUBJECT TO THE PASSING OF THE ORDINARY RESOLUTION SET OUT IN DIVIDEND RESOLUTION NO. 1 ABOVE, TO CONSIDER AND IF THOUGHT FIT TO PASS THE FOLLOWING RESOLUTION BY WAY OF AN ORDINARY RESOLUTION (TO BE PASSED BY A SEPARATE VOTE OF THE ORDINARY (VOTING) SHAREHOLDERS AND OF THE ORDINARY (NONVOTING) SHAREHOLDERS RESPECTIVELY). THAT THE PREEMPTIVE RIGHT TO A NEW ISSUE OF SHARES PROVIDED FOR BY ARTICLE 9 A OF THE ARTICLES OF ASSOCIATION OF COMMERCIAL BANK OF CEYLON PLC (THE COMPANY), BE AND IS HEREBY WAIVED IN RESPECT OF THE FOLLOWING PROPOSED ISSUE OF NEW SHARES TO BE EFFECTED BY THE COMPANY FOR PURPOSES OF SATISFYING THE FINAL DIVIDEND FOR THE YEAR ENDED DECEMBER 31, 2019. THE ALLOTMENT AND ISSUE OF 22,485,434 NEW ORDINARY (VOTING) SHARES (SUBJECT HOWEVER TO THE NECESSARY AMENDMENTS BEING MADE TO SUCH NUMBER TO INCLUDE THE DIVIDEND ON THE OPTIONS THAT MAY BE EXERCISED BY THE EMPLOYEES UNDER THE COMPANY’S ESOP SCHEMES), AND 1,716,432 NEW ORDINARY (NONVOTING) SHARES CREDITED AS FULLY PAID TO SHAREHOLDERS REGISTERED IN THE COMPANY’S SHARE REGISTER AND ON THE CENTRAL DEPOSITORY SYSTEMS (PVT) LIMITED (CDS) AS AT THE END OF TRADING ON THE DAY WHEN THE RELEVANT RESOLUTIONS TO BE PASSED BY SHAREHOLDERS ARE, IN FACT, DULY PASSED BY SHAREHOLDERS (ENTITLED SHAREHOLDERS) AND WHICH NEW SHARES SHALL RANK EQUAL AND PARI PASSU WITH THE EXISTING ISSUED AND FULLY PAID ORDINARY (VOTING) AND (NONVOTING) SHARES OF THE COMPANY INCLUDING THE RIGHT TO PARTICIPATE IN ANY DIVIDEND WHICH MAY BE DECLARED AFTER THE DATE OF ALLOTMENT OF SUCH SHARES | | Management | | For | | For | | |
| | | | | |
4 | | APPROVAL OF AN ISSUE OF ORDINARY (VOTING) AND (NONVOTING) SHARES (DIVIDEND RESOLUTION NO. 3) SUBJECT TO THE PASSING OF THE ORDINARY RESOLUTION SET OUT IN DIVIDEND RESOLUTION NO. 1 ABOVE, TO CONSIDER AND IF THOUGHT FIT TO PASS THE FOLLOWING RESOLUTION BY WAY OF A SPECIAL RESOLUTION (TO BE PASSED BY A SEPARATE VOTE OF THE ORDINARY (VOTING) SHAREHOLDERS AND OF THE ORDINARY (NONVOTING) SHAREHOLDERS RESPECTIVELY). THAT THE PROPOSED ALLOTMENT AND ISSUE OF 22,485,434 NEW ORDINARY (VOTING) SHARES (SUBJECT HOWEVER TO THE NECESSARY AMENDMENTS BEING MADE TO SUCH NUMBER TO INCLUDE THE DIVIDEND ON THE OPTIONS THAT MAY BE EXERCISED BY THE EMPLOYEES UNDER THE COMMERCIAL BANK OF CEYLON PLC (THE COMPANY) ESOP SCHEMES), AND 1,716,432 NEW ORDINARY (NONVOTING) SHARES CREDITED AS FULLY PAID TO SHAREHOLDERS REGISTERED IN THE SHARE REGISTER OF THE COMPANY AND ON THE CENTRAL DEPOSITORY SYSTEMS (PVT) LIMITED (CDS) AS AT THE END OF TRADING ON THE DAY WHEN THE RELEVANT RESOLUTIONS TO BE PASSED BY SHAREHOLDERS IN RELATION TO THE FINAL DIVIDEND ARE, IN FACT, DULY PASSED BY SHAREHOLDERS (ENTITLED SHAREHOLDERS) AND WHICH NEW SHARES SHALL RANK EQUAL AND PARI PASSU WITH THE EXISTING ISSUED AND FULLY PAID ORDINARY (VOTING) AND (NONVOTING) SHARES OF THE COMPANY INCLUDING THE RIGHT TO PARTICIPATE IN ANY DIVIDEND WHICH MAY BE DECLARED AFTER THE DATE OF ALLOTMENT OF SUCH SHARES BE AND IS HEREBY APPROVED IN PURSUANCE OF SECTION 99 OF THE COMPANIES ACT NO. 07 OF 2007 (AS AMENDED) AND ARTICLE 10 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY AND THAT ACCORDINGLY THE COMPANY’S MANAGEMENT BE AND IS HEREBY AUTHORISED TO TAKE ALL NECESSARY STEPS TO GIVE EFFECT TO THE AFORESAID PROPOSED ISSUE OF NEW ORDINARY (VOTING) AND (NONVOTING) SHARES OF THE COMPANY. TO REELECT THE FOLLOWING DIRECTORS WHO, IN TERMS OF THE COMPANY’S ARTICLES OF ASSOCIATION, RETIRE BY ROTATION AS GIVEN BELOW | | Management | | For | | For | | |
| | | | | |
5 | | TO REELECT MR M P JAYAWARDENA WHO RETIRES BY ROTATION IN TERMS OF ARTICLE 86 OF THE ARTICLES OF ASSOCIATION | | Management | | For | | For | | |
| | | | | |
6 | | TO REELECT MR L D NIYANGODA WHO RETIRES BY ROTATION IN TERMS OF ARTICLE 86 OF THE ARTICLES OF ASSOCIATION | | Management | | For | | For | | |
| | | | | |
7 | | TO REAPPOINT MESSRS ERNST AND YOUNG, CHARTERED ACCOUNTANTS, AS RECOMMENDED BY THE BOARD OF DIRECTORS AS THE COMPANY’S AUDITORS FOR THE FINANCIAL YEAR ENDING DECEMBER 31, 2020 | | Management | | For | | For | | |
| | | | | |
8 | | TO AUTHORISE THE BOARD OF DIRECTORS TO DETERMINE THE REMUNERATION OF THE AUDITORS FOR THE FINANCIAL YEAR ENDING DECEMBER 31, 2020 | | Management | | For | | For | | |
| | | | | |
9 | | TO AUTHORISE THE BOARD OF DIRECTORS TO DETERMINE DONATIONS FOR THE YEAR 2020 | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1 | | THE COMPANY SECRETARY TO READ THE NOTICE CONVENING THE MEETING AND DETERMINE IF A QUORUM IS PRESENT | | Management | | For | | For | | |
| | | | | |
2.I | | TO RECEIVE, CONSIDER AND IF THOUGHT FIT, ADOPT THE AUDITED FINANCIAL STATEMENTS AND DIRECTORS’ REMUNERATION REPORT FOR THE YEAR ENDED 31ST DECEMBER, 2019, TOGETHER WITH THE CHAIRMAN’S, DIRECTORS’ AND AUDITORS’ REPORTS THEREON, NOTING THAT SUBSEQUENT TO THE APPROVAL BY THE DIRECTORS OF THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019, THE DIRECTORS WITHDREW THE PROPOSAL TO DECLARE A DIVIDEND AS COMMUNICATED IN THE PUBLIC NOTICE BY THE COMPANY DATED 26 MAY 2020 AND REFLECTED IN THE UNAUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE PERIOD ENDED 31 MARCH 2020 | | Management | | For | | For | | |
| | | | | |
2.II | | TO NOTE THAT THE DIRECTORS DO NOT RECOMMEND PAYMENT OF A DIVIDEND FOR THE FINANCIAL YEAR ENDED 31ST DECEMBER, 2019 | | Management | | For | | For | | |
| | | | | |
2.III | | TO APPROVE THE REMUNERATION OF THE DIRECTORS FOR THE YEAR ENDED 31ST DECEMBER, 2019 | | Management | | For | | For | | |
| | | | | |
2.IVA | | TO APPROVE THE APPOINTMENT OF MRS. EVELYN RUTAGWENDA, WHO IN ACCORDANCE WITH ARTICLE 100 OF THE COMPANY’S ARTICLES OF ASSOCIATION, RETIRES FROM OFFICE BY ROTATION AND BEING ELIGIBLE, OFFERS HERSELF FOR RE-ELECTION | | Management | | For | | For | | |
| | | | | |
2.IVB | | TO APPROVE THE APPOINTMENT OF MR. CHRISTOPHER NEWSON, SUBJECT TO OBTAINING REGULATORY APPROVALS, AND WHO HAVING BEEN APPOINTED BY THE BOARD ON 4TH MARCH, 2020 IN ACCORDANCE WITH ARTICLE 101 OF THE COMPANY’S ARTICLES OF ASSOCIATION, OFFERS HIMSELF FOR APPOINTMENT | | Management | | For | | For | | |
| | | | | |
2.IVC | | TO NOTE THE RETIREMENT OF MR. DAVID ANSELL, A DIRECTOR WHO HAVING ATTAINED THE AGE OF SEVENTY YEARS RETIRES IN ACCORDANCE WITH THE TERMS OF PARAGRAPH 2.5 OF THE CAPITAL MARKETS CODE OF CORPORATE GOVERNANCE PRACTICES FOR ISSUERS OF SECURITIES TO THE PUBLIC 2015 AND WHO ALTHOUGH ELIGIBLE, DOES NOT OFFER HIMSELF FOR RE-ELECTION | | Management | | For | | For | | |
| | | | | |
2.IVD | | TO NOTE THE RETIREMENT OF MR. DEEPAK MALIK, A DIRECTOR RETIRING FROM OFFICE BY ROTATION IN ACCORDANCE WITH ARTICLE 100 OF THE COMPANY’S ARTICLES OF ASSOCIATION AND WHO, ALTHOUGH ELIGIBLE, DOES NOT OFFER HIMSELF FOR RE-ELECTION | | Management | | For | | For | | |
| | | | | |
2.V.A | | IN ACCORDANCE WITH THE PROVISIONS OF SECTION 769 OF THE COMPANIES ACT, 2015, TO APPROVE THE ELECTION OF THE DIRECTOR, BEING MEMBER OF THE BOARD AUDIT COMMITTEE TO CONTINUE TO SERVE AS MEMBER OF THE SAID COMMITTEE: MRS. EVELYN RUTAGWENDA | | Management | | For | | For | | |
| | | | | |
2.V.B | | IN ACCORDANCE WITH THE PROVISIONS OF SECTION 769 OF THE COMPANIES ACT, 2015, TO APPROVE THE ELECTION OF THE DIRECTOR, BEING MEMBER OF THE BOARD AUDIT COMMITTEE TO CONTINUE TO SERVE AS MEMBER OF THE SAID COMMITTEE: MR. VIJAY GIDOOMAL | | Management | | For | | For | | |
| | | | | |
2.V.C | | IN ACCORDANCE WITH THE PROVISIONS OF SECTION 769 OF THE COMPANIES ACT, 2015, TO APPROVE THE ELECTION OF THE DIRECTOR, BEING MEMBER OF THE BOARD AUDIT COMMITTEE TO CONTINUE TO SERVE AS MEMBER OF THE SAID COMMITTEE: DR. HELEN GICHOHI | | Management | | For | | For | | |
| | | | | |
2.V.D | | IN ACCORDANCE WITH THE PROVISIONS OF SECTION 769 OF THE COMPANIES ACT, 2015, TO APPROVE THE ELECTION OF THE DIRECTOR, BEING MEMBER OF THE BOARD AUDIT COMMITTEE TO CONTINUE TO SERVE AS MEMBER OF THE SAID COMMITTEE: DR. EDWARD ODUNDO | | Management | | For | | For | | |
| | | | | |
2.VI | | TO PASS AN ORDINARY RESOLUTION PURSUANT TO SECTION 721 OF THE COMPANIES ACT, 2015 TO APPOINT PRICEWATERHOUSECOOPERS (PWC) AS AUDITORS OF THE COMPANY TAKING NOTE THAT THE AUDITORS HAVE EXPRESSED THEIR WILLINGNESS TO CONTINUE IN OFFICE AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION | | Management | | For | | For | | |
| | | | | |
3.A.I | | TO AMEND ARTICLE 54 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY AND CREATE A NEW ARTICLE 54A OF THE ARTICLES OF ASSOCIATION OF THE COMPANY TO ALLOW FOR SIMULTANEOUS ATTENDANCE AND PARTICIPATION BY ELECTRONIC MEANS FOR GENERAL MEETINGS INCLUDING ANNUAL GENERAL MEETINGS AND EXTRAORDINARY GENERAL MEETINGS | | Management | | For | | For | | |
| | | | | |
3.B.I | | ACQUISITION OF BANQUE COMMERCIALE DU CONGO (BCDC) | | Management | | For | | For | | |
| | | | | |
3.BII | | INCORPORATION OF A NON-OPERATING INSURANCE HOLDING COMPANY AND A SUBSIDIARY FOR PURPOSES OF CONDUCTING INSURANCE BUSINESS IN KENYA | | Management | | For | | For | | |
| | | | | |
4 | | TO TRANSACT ANY OTHER BUSINESS THAT MAY LEGALLY BE TRANSACTED AT AN ANNUAL GENERAL MEETING, OF WHICH NOTICE WILL HAVE BEEN DULY RECEIVED | | Management | | Against | | Against | | |
Harding, Loevner Funds, Inc. - International Equity Research Portfolio
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR- ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING | | Non-Voting | | | | | | |
| | | | | |
1 | | TO CONSIDER AND ADOPT THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019, THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FINANCIAL YEAR AND THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS | | Management | | For | | For | | |
| | | | | |
2 | | TO DECLARE DIVIDEND FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019 | | Management | | For | | For | | |
| | | | | |
3 | | TO APPOINT A DIRECTOR IN PLACE OF MR. DAVID ROBERT SIMPSON (DIN: 07717430) WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-ELECTION | | Management | | For | | For | | |
| | | | | |
4 | | TO APPOINT A DIRECTOR IN PLACE OF MR. JOHN PULINTHANAM (DIN: 07881040) WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-ELECTION | | Management | | For | | For | | |
| | | | | |
5 | | TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION:- “RESOLVED THAT, IN ACCORDANCE WITH THE PROVISIONS OF SECTIONS 139 AND 142 OF THE COMPANIES ACT, 2013, MESSRS. S R B C & CO LLP, CHARTERED ACCOUNTANTS (REGISTRATION NO. 324982E/E300003), BE AND ARE HEREBY APPOINTED AS THE AUDITORS OF THE COMPANY FROM THE CONCLUSION OF THIS MEETING TO HOLD SUCH OFFICE FOR A PERIOD OF FIVE YEARS TILL THE CONCLUSION OF THE HUNDRED AND THIRTEENTH ANNUAL GENERAL MEETING, AT A REMUNERATION OF INR 2,95,00,000/- (RUPEES TWO CRORES AND NINETY FIVE LAKHS ONLY) TO CONDUCT THE AUDIT FOR THE FINANCIAL YEAR 2019-20 PAYABLE IN ONE OR MORE INSTALMENTS PLUS GOODS AND SERVICES TAX AS APPLICABLE, AND REIMBURSEMENT OF OUT-OF-POCKET EXPENSES INCURRED.” | | Management | | For | | For | | |
| | | | | |
6 | | TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION:- “RESOLVED THAT, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 152 OF THE COMPANIES ACT, 2013, MR. HEMANT BHARGAVA (DIN: 01922717) BE AND IS HEREBY APPOINTED A DIRECTOR OF THE COMPANY, LIABLE TO RETIRE BY ROTATION, FOR A PERIOD OF THREE YEARS FROM THE DATE OF THIS MEETING, OR TILL SUCH EARLIER DATE UPON WITHDRAWAL BY THE RECOMMENDING PUBLIC FINANCIAL INSTITUTION OR TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY AND / OR BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES.” | | Management | | For | | For | | |
| | | | | |
7 | | TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION:- “RESOLVED THAT, IN ACCORDANCE WITH THE PROVISIONS OF SECTIONS 196 AND 197 OF THE COMPANIES ACT, 2013, MR. SUMANT BHARGAVAN (DIN: 01732482) BE AND IS HEREBY APPOINTED A DIRECTOR OF THE COMPANY, LIABLE TO RETIRE BY ROTATION, AND FURTHER THAT THE APPOINTMENT OF AND THE REMUNERATION PAID / PAYABLE TO MR. SUMANT AS WHOLETIME DIRECTOR OF THE COMPANY FROM 16TH NOVEMBER, 2018, AS ALSO THE APPOINTMENT OF AND THE REMUNERATION PAYABLE TO MR. SUMANT AS WHOLETIME DIRECTOR FOR A FURTHER PERIOD OF THREE YEARS FROM THE DATE OF THIS MEETING, OR TILL SUCH EARLIER DATE TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY AND / OR BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES, AS SET OUT IN THE EXPLANATORY STATEMENT ANNEXED TO THE NOTICE CONVENING THIS MEETING, BE AND ARE HEREBY APPROVED.” | | Management | | For | | For | | |
| | | | | |
8 | | TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION:- “RESOLVED THAT, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 149 READ WITH SCHEDULE IV OF THE COMPANIES ACT, 2013, AND REGULATION 17 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THIS MEETING HEREBY APPROVES THE RE-APPOINTMENT OF MR. ARUN DUGGAL (DIN: 00024262) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A PERIOD OF FIVE YEARS WITH EFFECT FROM 15TH SEPTEMBER, 2019, OR TILL SUCH EARLIER DATE TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES.” | | Management | | For | | For | | |
| | | | | |
9 | | TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION:- “RESOLVED THAT, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 149 READ WITH SCHEDULE IV OF THE COMPANIES ACT, 2013, AND REGULATION 17 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THIS MEETING HEREBY APPROVES THE RE-APPOINTMENT OF MR. SUNIL BEHARI MATHUR (DIN: 00013239) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A PERIOD OF TWO YEARS WITH EFFECT FROM 15TH SEPTEMBER, 2019, OR TILL SUCH EARLIER DATE TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES.” | | Management | | For | | For | | |
| | | | | |
10 | | TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION:- “RESOLVED THAT, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 149 READ WITH SCHEDULE IV OF THE COMPANIES ACT, 2013, AND REGULATION 17 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THIS MEETING HEREBY APPROVES THE RE-APPOINTMENT OF MS. MEERA SHANKAR (DIN: 06374957) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A PERIOD OF FIVE YEARS WITH EFFECT FROM 15TH SEPTEMBER, 2019, OR TILL SUCH EARLIER DATE TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES.” | | Management | | For | | For | | |
| | | | | |
11 | | TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION:- “RESOLVED THAT, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 148 OF THE COMPANIES ACT, 2013, THE REMUNERATION OF MR. P. RAJU IYER, COST ACCOUNTANT, APPOINTED BY THE BOARD OF DIRECTORS OF THE COMPANY AS THE COST AUDITOR TO CONDUCT AUDIT OF COST RECORDS MAINTAINED BY THE COMPANY IN RESPECT OF ‘WOOD PULP’, ‘PAPER AND PAPERBOARD’ AND ‘NICOTINE GUM’ PRODUCTS FOR THE FINANCIAL YEAR 2019-20, AT INR 4,50,000/- (RUPEES FOUR LAKHS AND FIFTY THOUSAND ONLY) PLUS GOODS AND SERVICES TAX AS APPLICABLE, AND REIMBURSEMENT OF OUT-OF-POCKET EXPENSES INCURRED, BE AND IS HEREBY RATIFIED.” | | Management | | For | | For | | |
| | | | | |
12 | | TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION:- “RESOLVED THAT, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 148 OF THE COMPANIES ACT, 2013, THE REMUNERATION OF MESSRS. S. MAHADEVAN & CO., COST ACCOUNTANTS, APPOINTED BY THE BOARD OF DIRECTORS OF THE COMPANY AS THE COST AUDITORS TO CONDUCT AUDIT OF COST RECORDS MAINTAINED IN RESPECT OF ALL APPLICABLE PRODUCTS OF THE COMPANY, OTHER THAN ‘WOOD PULP’, ‘PAPER AND PAPERBOARD’ AND ‘NICOTINE GUM’ PRODUCTS, FOR THE FINANCIAL YEAR 2019-20, AT INR 5,75,000/- (RUPEES FIVE LAKHS AND SEVENTY FIVE THOUSAND ONLY) PLUS GOODS AND SERVICES TAX AS APPLICABLE, AND REIMBURSEMENT OF OUT-OF-POCKET EXPENSES INCURRED, BE AND IS HEREBY RATIFIED.” | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS MEETING. IF NO- BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK-YOU. | | Non-Voting | | | | | | |
| | | | | |
1 | | THE BOARD OF DIRECTORS PROPOSES THAT THE GENERAL MEETING, HAVING TAKEN NOTE OF THE REPORTS OF THE AUDITOR, APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP, THE FINANCIAL STATEMENTS OF THE COMPANY AND THE DIRECTORS’ REPORT FOR THE BUSINESS YEAR ENDED 31 MARCH 2019 | | Management | | No Action | | | | |
| | | | | |
2 | | APPROPRIATION OF PROFITS: CHF 2.00 BE PAID PER RICHEMONT SHARE | | Management | | No Action | | | | |
| | | | | |
3 | | THE BOARD OF DIRECTORS PROPOSES THAT ITS MEMBERS AND THE MEMBERS OF THE SENIOR EXECUTIVE COMMITTEE BE RELEASED FROM THEIR LIABILITIES IN RESPECT OF THE BUSINESS YEAR ENDED 31 MARCH 2019 | | Management | | No Action | | | | |
| | | | | |
4.1 | | RE-ELECTION OF THE BOARD OF DIRECTOR AND ITS CHAIRMAN: JOHANN RUPERT | | Management | | No Action | | | | |
| | | | | |
4.2 | | RE-ELECTION OF BOARD OF DIRECTOR: JOSUA MALHERBE TO SERVE FOR A FURTHER TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
4.3 | | RE-ELECTION OF BOARD OF DIRECTOR: NIKESH ARORA TO SERVE FOR A FURTHER TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
4.4 | | RE-ELECTION OF BOARD OF DIRECTOR: NICOLAS BOS TO SERVE FOR A FURTHER TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
4.5 | | RE-ELECTION OF BOARD OF DIRECTOR: CLAY BRENDISH TO SERVE FOR A FURTHER TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
4.6 | | RE-ELECTION OF BOARD OF DIRECTOR: JEAN- BLAISE ECKERT TO SERVE FOR A FURTHER TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
4.7 | | RE-ELECTION OF BOARD OF DIRECTOR: BURKHART GRUND TO SERVE FOR A FURTHER TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
4.8 | | RE-ELECTION OF BOARD OF DIRECTOR: SOPHIE GUIEYSSE TO SERVE FOR A FURTHER TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
4.9 | | RE-ELECTION OF BOARD OF DIRECTOR: KEYU JIN TO SERVE FOR A FURTHER TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
4.10 | | RE-ELECTION OF BOARD OF DIRECTOR: JEROME LAMBERT TO SERVE FOR A FURTHER TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
4.11 | | RE-ELECTION OF BOARD OF DIRECTOR: RUGGERO MAGNONI TO SERVE FOR A FURTHER TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
4.12 | | RE-ELECTION OF BOARD OF DIRECTOR: JEFF MOSS TO SERVE FOR A FURTHER TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
4.13 | | RE-ELECTION OF BOARD OF DIRECTOR: VESNA NEVISTIC TO SERVE FOR A FURTHER TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
4.14 | | RE-ELECTION OF BOARD OF DIRECTOR: GUILLAUME PICTET TO SERVE FOR A FURTHER TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
4.15 | | RE-ELECTION OF BOARD OF DIRECTOR: ALAN QUASHA TO SERVE FOR A FURTHER TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
4.16 | | RE-ELECTION OF BOARD OF DIRECTOR: MARIA RAMOS TO SERVE FOR A FURTHER TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
4.17 | | RE-ELECTION OF BOARD OF DIRECTOR: ANTON RUPERT TO SERVE FOR A FURTHER TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
4.18 | | RE-ELECTION OF BOARD OF DIRECTOR: JAN RUPERT TO SERVE FOR A FURTHER TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
4.19 | | RE-ELECTION OF BOARD OF DIRECTOR: GARY SAAGE TO SERVE FOR A FURTHER TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
4.20 | | RE-ELECTION OF BOARD OF DIRECTOR: CYRILLE VIGNERON TO SERVE FOR A FURTHER TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
CMMT | | IF CLAY BRENDISH IS RE-ELECTED, THEN CLAY BRENDISH WILL BE APPOINTED CHAIRMAN-OF THE COMPENSATION COMMITTEE. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
5.1 | | RE-ELECTION OF BOARD OF DIRECTOR: CLAY BRENDISH TO THE COMPENSATION COMMITTEE FOR A TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
5.2 | | RE-ELECTION OF BOARD OF DIRECTOR: KEYU JIN TO THE COMPENSATION COMMITTEE FOR A TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
5.3 | | RE-ELECTION OF BOARD OF DIRECTOR: GUILLAUME PICTET TO THE COMPENSATION COMMITTEE FOR A TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
5.4 | | RE-ELECTION OF BOARD OF DIRECTOR: MARIA RAMOS TO THE COMPENSATION COMMITTEE FOR A TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
6 | | RE-ELECTION OF THE AUDITOR: PRICEWATERHOUSECOOPERS | | Management | | No Action | | | | |
| | | | | |
7 | | ELECTION OF THE INDEPENDENT REPRESENTATIVE: THE BOARD OF DIRECTORS PROPOSES THE ELECTION OF THE FIRM ETUDE GAMPERT & DEMIERRE, NOTAIRES, AS INDEPENDENT REPRESENTATIVE OF THE SHAREHOLDERS FOR A TERM OF ONE YEAR | | Management | | No Action | | | | |
| | | | | |
8.1 | | APPROVAL OF THE MAXIMUM AGGREGATE AMOUNT OF COMPENSATION OF THE MEMBERS OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
8.2 | | APPROVAL OF THE MAXIMUM AGGREGATE AMOUNT OF FIXED COMPENSATION OF THE MEMBERS OF THE SENIOR EXECUTIVE COMMITTEE | | Management | | No Action | | | | |
| | | | | |
8.3 | | APPROVAL OF THE MAXIMUM AGGREGATE AMOUNT OF VARIABLE COMPENSATION OF THE MEMBERS OF THE SENIOR EXECUTIVE COMMITTEE | | Management | | No Action | | | | |
| | | | | |
CMMT | | PART 2 OF THIS MEETING IS FOR VOTING ON AGENDA AND MEETING ATTENDANCE-REQUESTS ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE-REGISTRATION OF SHARES IN PART 1 OF THE MEETING. IT IS A MARKET REQUIREMENT-FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A-REGISTERED LOCATION AT THE CSD, AND SPECIFIC POLICIES AT THE INDIVIDUAL-SUB- CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTE INSTRUCTION, IT IS POSSIBLE-THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND-RE- REGISTRATION FOLLOWING A TRADE. THEREFORE WHILST THIS DOES NOT PREVENT THE-TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF-REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE-SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR-CLIENT REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1 | | THAT THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2019, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITOR THEREON, BE RECEIVED AND ADOPTED BY MEMBERS | | Management | | For | | For | | |
| | | | | |
2 | | THAT A FINAL DIVIDEND OF 20.5 PENCE PER ORDINARY SHARE BE DECLARED IN RESPECT OF THE YEAR ENDED 30 SEPTEMBER 2019, PAYABLE ON 22 JANUARY 2020 TO ORDINARY SHAREHOLDERS ON THE REGISTER AT THE CLOSE OF BUSINESS ON 29 NOVEMBER 2019 | | Management | | For | | For | | |
| | | | | |
3 | | THAT JE NICHOLAS, THE CHAIRMAN OF THE COMPANY AND SUBMITTING HIMSELF FOR RE- ELECTION, BE RE-ELECTED AS A DIRECTOR | | Management | | For | | For | | |
| | | | | |
4 | | THAT JD THOMSON, THE CHIEF EXECUTIVE OFFICER OF THE COMPANY, HAVING BEEN APPOINTED BY THE BOARD SINCE THE LAST ANNUAL GENERAL MEETING AND SUBMITTING HIMSELF FOR ELECTION, BE ELECTED AS A DIRECTOR | | Management | | For | | For | | |
| | | | | |
5 | | THAT NP LINGWOOD, THE GROUP FINANCE DIRECTOR OF THE COMPANY AND SUBMITTING HIMSELF FOR RE-ELECTION, BE RE-ELECTED AS A DIRECTOR | | Management | | For | | For | | |
| | | | | |
6 | | THAT CM PACKSHAW, SENIOR INDEPENDENT NON- EXECUTIVE DIRECTOR OF THE COMPANY AND SUBMITTING HIMSELF FOR RE-ELECTION, BE RE- ELECTED AS A DIRECTOR | | Management | | For | | For | | |
| | | | | |
7 | | THAT AP SMITH, A NON-EXECUTIVE DIRECTOR OF THE COMPANY AND SUBMITTING HIMSELF FOR RE- ELECTION, BE RE-ELECTED AS A DIRECTOR | | Management | | For | | For | | |
| | | | | |
8 | | THAT A THORBURN, A NON-EXECUTIVE DIRECTOR OF THE COMPANY AND SUBMITTING HERSELF FOR RE-ELECTION, BE RE-ELECTED AS A DIRECTOR | | Management | | For | | For | | |
| | | | | |
9 | | THAT PRICEWATERHOUSECOOPERS LLP BE REAPPOINTED AS AUDITOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
10 | | THAT THE DIRECTORS BE AUTHORISED TO SET THE REMUNERATION OF THE AUDITOR | | Management | | For | | For | | |
| | | | | |
11 | | THAT THE DIRECTORS’ REMUNERATION POLICY, SET OUT ON PAGES 48 TO 53 OF THE ANNUAL REPORT & ACCOUNTS 2019, WHICH TAKES EFFECT IMMEDIATELY AFTER THE END OF THE ANNUAL GENERAL MEETING ON WEDNESDAY, 15 JANUARY 2020 (AND APPLIES FOR THREE YEARS OR UNTIL REPLACED BY A NEW OR AMENDED POLICY), BE AND IS HEREBY APPROVED | | Management | | For | | For | | |
| | | | | |
12 | | THAT THE ANNUAL REPORT ON REMUNERATION FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2019, SET OUT ON PAGES 46, 47 AND 54 TO 59 OF THE ANNUAL REPORT & ACCOUNTS 2019, BE AND IS HEREBY APPROVED | | Management | | For | | For | | |
| | | | | |
13 | | THAT THE RULES OF THE DIPLOMA PLC 2020 PERFORMANCE SHARE PLAN (THE “2020 PSP”), PRODUCED IN DRAFT TO THIS MEETING AND FOR THE PURPOSES OF IDENTIFICATION INITIALLED BY THE CHAIRMAN AND THE PRINCIPAL TERMS OF WHICH ARE SUMMARISED IN THIS NOTICE OF ANNUAL GENERAL MEETING BE APPROVED; AND THE DIRECTORS BE AUTHORISED TO: DO ALL THINGS NECESSARY OR APPROPRIATE TO CARRY THE 2020 PSP INTO EFFECT AND TO ADOPT THE 2020 PSP; AND ESTABLISH FURTHER PLANS BASED ON THE 2020 PSP, OR ESTABLISH SCHEDULES TO THE 2020 PSP, BUT MODIFIED TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR SECURITIES LAWS IN OVERSEAS TERRITORIES PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS OR SCHEDULES ARE TREATED AS COUNTING AGAINST THE LIMITS ON INDIVIDUAL AND OVERALL PARTICIPATION IN THE 2020 PSP | | Management | | For | | For | | |
| | | | | |
14 | | THAT THE DIRECTORS BE AND ARE HEREBY GENERALLY AND UNCONDITIONALLY AUTHORISED FOR THE PURPOSES OF SECTION 551 OF THE COMPANIES ACT 2006 (THE “ACT”), TO EXERCISE ALL THE POWERS OF THE COMPANY TO ALLOT SHARES AND GRANT RIGHTS TO SUBSCRIBE FOR, OR CONVERT ANY SECURITY INTO, SHARES: (A) UP TO AN AGGREGATE NOMINAL AMOUNT (WITHIN THE MEANING OF SECTION 551(3) AND (6) OF THE ACT) OF GBP 1,887,326 (SUCH AMOUNT TO BE REDUCED BY THE NOMINAL AMOUNT ALLOTTED OR GRANTED UNDER (B) BELOW IN EXCESS OF SUCH SUM); AND (B) COMPRISING EQUITY SECURITIES (AS DEFINED IN SECTION 560 OF THE ACT) UP TO AN AGGREGATE NOMINAL AMOUNT (WITHIN THE MEANING OF SECTION 551(3) AND (6) OF THE ACT) OF GBP 3,774,652 (SUCH AMOUNT TO BE REDUCED BY ANY ALLOTMENTS OR GRANTS MADE UNDER (A) ABOVE) IN CONNECTION WITH OR PURSUANT TO AN OFFER BY WAY OF A RIGHTS ISSUE IN FAVOUR OF HOLDERS OF ORDINARY SHARES IN PROPORTION (AS NEARLY AS PRACTICABLE) TO THE RESPECTIVE NUMBER OF ORDINARY SHARES HELD BY THEM ON THE RECORD DATE FOR SUCH ALLOTMENT (AND HOLDERS OF ANY OTHER CLASS OF EQUITY SECURITIES ENTITLED TO PARTICIPATE THEREIN OR IF THE DIRECTORS CONSIDER IT NECESSARY, AS PERMITTED BY THE RIGHTS OF THOSE SECURITIES), BUT SUBJECT TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE DIRECTORS MAY CONSIDER NECESSARY OR APPROPRIATE TO DEAL WITH FRACTIONAL ENTITLEMENTS, TREASURY SHARES, RECORD DATES OR LEGAL, REGULATORY OR PRACTICAL DIFFICULTIES WHICH MAY ARISE UNDER THE LAWS OF OR THE REQUIREMENTS OF ANY REGULATORY BODY OR STOCK EXCHANGE IN ANY TERRITORY OR ANY OTHER MATTER WHATSOEVER; THESE AUTHORISATIONS TO EXPIRE AT THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY IN 2021 OR ON 31 MARCH 2021, WHICHEVER IS THE EARLIER, SAVE THAT THE COMPANY MAY BEFORE SUCH EXPIRY MAKE ANY OFFER OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE SHARES TO BE ALLOTTED OR RIGHTS TO BE GRANTED, AFTER SUCH EXPIRY AND THE DIRECTORS MAY ALLOT SHARES, OR GRANT RIGHTS TO SUBSCRIBE FOR OR TO CONVERT ANY SECURITY INTO SHARES IN PURSUANCE OF ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY CONFERRED HEREBY HAD NOT EXPIRED | | Management | | For | | For | | |
| | | | | |
15 | | THAT SUBJECT TO THE PASSING OF RESOLUTION 14 ABOVE THE DIRECTORS BE AND ARE HEREBY EMPOWERED PURSUANT TO SECTIONS 570 (1) AND 573 OF THE COMPANIES ACT 2006 (THE “ACT”) TO: (A) ALLOT EQUITY SECURITIES (AS DEFINED IN SECTION 560 OF THE ACT) OF THE COMPANY FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY THAT RESOLUTION; AND (B) SELL ORDINARY SHARES (AS DEFINED IN SECTION 560(1) OF THE ACT) HELD BY THE COMPANY AS TREASURY SHARES (“TREASURY SHARES”) FOR CASH (AS DETAILED IN SECTION 727 OF THE ACT), AS IF SECTION 561 OF THE ACT DID NOT APPLY TO ANY SUCH ALLOTMENT OR SALE, PROVIDED THAT THIS POWER SHALL BE LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES FOR CASH AND THE SALE OF TREASURY SHARES: (I) IN CONNECTION WITH OR PURSUANT TO AN OFFER OR INVITATION TO ACQUIRE EQUITY SECURITIES (BUT IN THE CASE OF THE AUTHORISATION GRANTED UNDER RESOLUTION 15(B), BY WAY OF RIGHTS ISSUE ONLY) IN FAVOUR OF HOLDERS OF ORDINARY SHARES IN PROPORTION (AS NEARLY AS PRACTICABLE) TO THE RESPECTIVE NUMBER OF ORDINARY SHARES HELD BY SUCH HOLDERS ON THE RECORD DATE FOR SUCH ALLOTMENT OR SALE (AND HOLDERS OF ANY OTHER CLASS OF EQUITY SECURITIES ENTITLED TO PARTICIPATE THEREIN OR IF THE DIRECTORS CONSIDER IT NECESSARY, AS PERMITTED BY THE RIGHTS OF THOSE SECURITIES) BUT SUBJECT TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE DIRECTORS MAY DEEM NECESSARY OR DESIRABLE IN RELATION TO FRACTIONAL ENTITLEMENTS, TREASURY SHARES, RECORD DATES OR LEGAL, REGULATORY OR PRACTICAL PROBLEMS ARISING IN, OR PURSUANT TO, THE LAWS OF ANY TERRITORY OR THE REQUIREMENTS OF ANY REGULATORY BODY OR STOCK EXCHANGE IN ANY TERRITORY OR ANY OTHER MATTER WHATSOEVER; AND (II) IN THE CASE OF THE AUTHORISATION GRANTED UNDER RESOLUTION 15(A) ABOVE (OR IN THE CASE OF ANY TRANSFER OF TREASURY SHARES) AND OTHERWISE THAN PURSUANT TO PARAGRAPH (I) OF THIS RESOLUTION, UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 283,099. THIS POWER SHALL EXPIRE AT THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD IN 2021 OR ON 31 MARCH 2021, WHICHEVER IS THE EARLIER, SAVE THAT THE COMPANY MAY, AT ANY TIME BEFORE THE EXPIRY OF SUCH POWER MAKE ANY OFFER OR ENTER INTO ANY AGREEMENT WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED, OR TREASURY SHARES TO BE SOLD, AFTER THE EXPIRY OF SUCH POWER AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES OR SELL TREASURY SHARES IN PURSUANCE OF ANY SUCH OFFER OR AGREEMENT AS IF SUCH POWER CONFERRED HEREBY HAD NOT EXPIRED | | Management | | For | | For | | |
| | | | | |
16 | | THAT, SUBJECT TO THE PASSING OF RESOLUTIONS 14 AND 15 ABOVE, AND IN ADDITION TO THE POWER GIVEN BY RESOLUTION 15, THE DIRECTORS BE GIVEN POWER PURSUANT TO SECTIONS 570 (1) AND 573 OF THE COMPANIES ACT 2006 (THE “ACT”) TO: (A) ALLOT EQUITY SECURITIES (AS DEFINED IN SECTION 560 OF THE ACT) OF THE COMPANY FOR CASH PURSUANT TO THE AUTHORISATION CONFERRED BY PARAGRAPH (A) OF RESOLUTION 15; AND (B) SELL ORDINARY SHARES (AS DEFINED IN SECTION 560(1) OF THE ACT) HELD BY THE COMPANY AS TREASURY SHARES (“TREASURY SHARES”) FOR CASH, AS IF SECTION 561 OF THE ACT DID NOT APPLY TO ANY SUCH ALLOTMENT OR SALE, PROVIDED THAT THIS POWER SHALL BE: (I) LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES FOR CASH AND THE SALE OF TREASURY SHARES, UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 283,099; AND (II) USED ONLY FOR THE PURPOSES OF FINANCING (OR REFINANCING, IF THE AUTHORITY IS TO BE USED WITHIN SIX MONTHS AFTER THE ORIGINAL TRANSACTION) A TRANSACTION WHICH THE DIRECTORS HAVE DETERMINED TO BE AN ACQUISITION OR OTHER CAPITAL INVESTMENT OF A KIND CONTEMPLATED BY THE STATEMENT OF PRINCIPLES ON DISAPPLYING PRE-EMPTION RIGHTS MOST RECENTLY PUBLISHED BY THE PRE- EMPTION GROUP PRIOR TO THE DATE OF THIS NOTICE, OR FOR ANY OTHER PURPOSES AS THE COMPANY IN GENERAL MEETING MAY AT ANY TIME BY SPECIAL RESOLUTION DETERMINE. THIS POWER SHALL EXPIRE AT THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD IN 2021 OR ON 31 MARCH 2021, WHICHEVER IS THE EARLIER, SAVE THAT THE COMPANY MAY, AT ANY TIME BEFORE THE EXPIRY OF SUCH POWER MAKE ANY OFFER OR ENTER INTO ANY AGREEMENT WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED, OR TREASURY SHARES TO BE SOLD, AFTER THE EXPIRY OF SUCH POWER AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES OR SELL TREASURY SHARES IN PURSUANCE OF ANY SUCH OFFER OR AGREEMENT AS IF SUCH POWER CONFERRED HEREBY HAD NOT EXPIRED | | Management | | For | | For | | |
| | | | | |
17 | | THAT THE COMPANY IS HEREBY GENERALLY AND UNCONDITIONALLY AUTHORISED FOR THE PURPOSES OF SECTION 701 OF THE COMPANIES ACT 2006 (THE “ACT”) TO MAKE MARKET PURCHASES (WITHIN THE MEANING OF SECTION 693(4) OF THE ACT) OF ANY OF ITS ORDINARY SHARES OF 5P EACH IN THE CAPITAL OF THE COMPANY ON SUCH TERMS AND IN SUCH MANNER AS THE DIRECTORS MAY FROM TIME TO TIME DETERMINE, PROVIDED THAT: (A) THE MAXIMUM NUMBER OF ORDINARY SHARES WHICH MAY BE PURCHASED IS 11,323,956 REPRESENTING APPROXIMATELY 10% OF THE ISSUED ORDINARY SHARE CAPITAL AT 5 DECEMBER 2019; (B) THE MINIMUM PRICE WHICH MAY BE PAID FOR EACH ORDINARY SHARE IS 5P WHICH AMOUNT SHALL BE EXCLUSIVE OF EXPENSES, IF ANY; (C) THE MAXIMUM PRICE (EXCLUSIVE OF EXPENSES) WHICH MAY BE PAID FOR EACH ORDINARY SHARE IS THE HIGHER OF: (I) AN AMOUNT EQUAL TO 105% OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR THE ORDINARY SHARES OF THE COMPANY AS DERIVED FROM THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE PLC FOR THE FIVE BUSINESS DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH SUCH SHARE IS CONTRACTED TO BE PURCHASED; AND (II) THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT INDEPENDENT BID ON THE TRADING VENUES WHERE THE PURCHASE IS CARRIED OUT; (D) UNLESS PREVIOUSLY RENEWED, REVOKED OR VARIED, THIS AUTHORITY SHALL EXPIRE AT THE CONCLUSION OF THE ANNUAL GENERAL MEETING IN 2021 OR ON 31 MARCH 2021, WHICHEVER IS THE EARLIER; AND (E) UNDER THIS AUTHORITY THE COMPANY MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WOULD OR MIGHT BE EXECUTED WHOLLY OR PARTLY AFTER THE EXPIRY OF THIS AUTHORITY, AND MAY MAKE PURCHASES OF ORDINARY SHARES PURSUANT TO IT AS IF THIS AUTHORITY HAD NOT EXPIRED | | Management | | For | | For | | |
| | | | | |
18 | | THAT THE PERIOD OF NOTICE REQUIRED FOR GENERAL MEETINGS OF THE COMPANY (OTHER THAN ANNUAL GENERAL MEETINGS) SHALL BE NOT LESS THAN 14 CLEAR DAYS’ NOTICE | | Management | | For | | For | | |
| | | | | | | | | | |
| | �� | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | PLEASE NOTE THAT FOLLOWING THE AMENDMENT TO PARAGRAPH 21 OF THE SECURITIES-TRADE ACT ON 9TH JULY 2015 AND THE OVER-RULING OF THE DISTRICT COURT IN-COLOGNE JUDGMENT FROM 6TH JUNE 2012 THE VOTING PROCESS HAS NOW CHANGED WITH-REGARD TO THE GERMAN REGISTERED SHARES. AS A RESULT, IT IS NOW THE-RESPONSIBILITY OF THE END-INVESTOR (I.E. FINAL BENEFICIARY) AND NOT THE-INTERMEDIARY TO DISCLOSE RESPECTIVE FINAL BENEFICIARY VOTING RIGHTS THEREFORE-THE CUSTODIAN BANK / AGENT IN THE MARKET WILL BE SENDING THE VOTING DIRECTLY-TO MARKET AND IT IS THE END INVESTORS RESPONSIBILITY TO ENSURE THE- REGISTRATION ELEMENT IS COMPLETE WITH THE ISSUER DIRECTLY, SHOULD THEY HOLD-MORE THAN 3 % OF THE TOTAL SHARE CAPITAL | | Non-Voting | | | | | | |
| | | | | |
CMMT | | THE VOTE/REGISTRATION DEADLINE AS DISPLAYED ON PROXYEDGE IS SUBJECT TO CHANGE-AND WILL BE UPDATED AS SOON AS BROADRIDGE RECEIVES CONFIRMATION FROM THE SUB-CUSTODIANS REGARDING THEIR INSTRUCTION DEADLINE. FOR ANY QUERIES PLEASE-CONTACT YOUR CLIENT SERVICES REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN- CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE- NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS-AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS-NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR-QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS-USUAL. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 05.02.2020. FURTHER INFORMATION ON-COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER-TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE-ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES-DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN-THE BALLOT ON PROXYEDGE. | | Non-Voting | | | | | | |
| | | | | |
1 | | PRESENTATION OF THE FINANCIAL STATEMENTS AND ANNUAL REPORTS: PRESENTATION OF-THE FINANCIAL STATEMENTS AND ANNUAL REPORT FOR THE 2019 FINANCIAL YEAR WITH-THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP-ANNUAL REPORT | | Non-Voting | | | | | | |
| | | | | |
2 | | RESOLUTION ON THE APPROPRIATION OF THE DISTRIBUTABLE PROFIT THE DISTRIBUTABLE PROFIT OF EUR 337,684,699.17 SHALL BE APPROPRIATED AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0.27 PER DIVIDEND-ENTITLED NO-PAR SHARE EUR 1,466,556.84 SHALL BE ALLOCATED TO THE OTHER REVENUE RESERVES EX-DIVIDEND DATE: FEBRUARY 21, 2020 PAYABLE DATE: FEBRUARY 25, 2020 | | Management | | For | | For | | |
| | | | | |
3 | | RATIFICATION OF THE ACTS OF THE BOARD OF MDS | | Management | | For | | For | | |
| | | | | |
4 | | RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD | | Management | | For | | For | | |
| | | | | |
5 | | APPOINTMENT OF AUDITORS THE FOLLOWING ACCOUNTANTS SHALL BE APPOINTED AS AUDITORS AND GROUP AUDITORS FOR THE 2020 FINANCIAL YEAR: KPMG AG, MUNICH | | Management | | For | | For | | |
| | | | | |
6.A | | ELECTIONS TO THE SUPERVISORY BOARD: XIAOQUN CLEVER | | Management | | For | | For | | |
| | | | | |
6.B | | ELECTIONS TO THE SUPERVISORY BOARD: FRIEDRICH EICHINER | | Management | | For | | For | | |
| | | | | |
6.C | | ELECTIONS TO THE SUPERVISORY BOARD: HANS- ULRICH HOLDENRIED | | Management | | For | | For | | |
| | | | | |
6.D | | ELECTIONS TO THE SUPERVISORY BOARD: MANFRED PUFFER | | Management | | For | | For | | |
| | | | | |
6.E | | ELECTIONS TO THE SUPERVISORY BOARD: ULRICH SPIESSHOFER | | Management | | For | | For | | |
| | | | | |
6.F | | ELECTIONS TO THE SUPERVISORY BOARD: MARGRET SUCKALE | | Management | | For | | For | | |
| | | | | |
7 | | REVOCATION OF THE CONTINGENT CAPITAL 2010/I AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION THE EXISTING CONTINGENT CAPITAL 2010/I SHALL BE REVOKED | | Management | | For | | For | | |
| | | | | |
8 | | CREATION OF A NEW AUTHORIZED CAPITAL 2020/I AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION THE BOARD OF MDS SHALL BE AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE SHARE CAPITAL BY UP TO EUR 750,000,000 THROUGH THE ISSUE OF NEW REGISTERED NO- PAR SHARES AGAINST CONTRIBUTIONS IN CASH AND/OR KIND, ON OR BEFORE FEBRUARY 19, 2025 (AUTHORIZED CAPITAL 2020/I). SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR IN THE FOLLOWING CASES: - RESIDUAL AMOUNTS HAVE BEEN EXCLUDED FROM SUBSCRIPTION RIGHTS, - HOLDERS OF CONVERSION AND/OR OPTION RIGHTS HAVE BEEN GRANTED SUBSCRIP-TION RIGHTS, - SHARES HAVE BEEN ISSUED AGAINST CONTRIBUTIONS IN CASH AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE AND THE CAPITAL INCREASE DOES NOT EXCEED 10 PERCENT OF THE SHARE CAPITAL, - SHARES HAVE BEEN ISSUED AGAINST CONTRIBUTIONS IN KIND FOR ACQUISITION PURPOSES, - SHARES HAVE BEEN ISSUED FOR THE PAYMENT OF SCRIP DIVIDENDS | | Management | | For | | For | | |
| | | | | |
9 | | REVOCATION OF THE EXISTING AUTHORIZATION TO ISSUE CONVERTIBLE BONDS AND/OR WARRANT BONDS, A NEW AUTHORIZATION TO ISSUE CONVERTIBLE BONDS AND/OR WARRANT BONDS, THE REVOCATION OF THE CONTINGENT CAPITAL 2018, THE CREATION OF A NEW CONTINGENT CAPITAL 2020/I, AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION THE EXISTING AUTHORIZATION GIVEN BY THE SHAREHOLDERS’ MEETING OF FEBRUARY 22, 2018, TO ISSUE BONDS AND THE CORRESPONDING CONTINGENT CAPITAL 2018 SHALL BE REVOKED. THE BOARD OF MDS SHALL BE AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE BEARER OR REGISTERED CONVERTIBLE BONDS AND/OR WARRANT BONDS (REFERRED TO IN THE FOLLOWING AS ‘BONDS’) OF UP TO EUR 4,000,000,000, CONFERRING CONVERSION OR OPTION RIGHTS FOR SHARES OF THE COMPANY, ON OR BEFORE FEBRUARY 19, 2025. SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR IN THE FOLLOWING CASES: - BONDS HAVE BEEN ISSUED AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE AND CONFER CONVERSION OR OPTION RIGHTS FOR SHARES OF THE COMPANY OF UP TO 10 PERCENT OF THE SHARE CAPITAL, - RESIDUAL AMOUNTS HAVE BEEN EXCLUDED FROM SUBSCRIPTION RIGHTS, - HOLDERS OF CONVERSION OR OPTION RIGHTS HAVE BEEN GRANTED SUBSCRIPTION RIGHTS, BONDS HAVE BEEN ISSUED AGAINST CONTRIBUTIONS IN KIND. THE COMPANY’S SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO EUR 260,000,000 THROUGH THE ISSUE OF UP TO 130,000,000 NEW REGISTERED NO-PAR SHARES, INSOFAR AS CONVERSION OR OPTION RIGHTS ARE EXERCISED (CONTINGENT CAPITAL 2020/I) | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 20 MAR 2020. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
CMMT | | SHAREHOLDERS HOLDING LESS THAN 600 SHARES (MINIMUM AMOUNT TO ATTEND THE-MEETING) MAY GRANT A PROXY TO ANOTHER SHAREHOLDER ENTITLED TO LEGAL-ASSISTANCE OR GROUP THEM TO REACH AT LEAST THAT NUMBER, GIVING REPRESENTATION-TO A SHAREHOLDER OF THE GROUPED OR OTHER PERSONAL SHAREHOLDER ENTITLED TO-ATTEND THE MEETING | | Non-Voting | | | | | | |
| | | | | |
1 | | REVIEW AND APPROVAL OF THE SEPARATE FINANCIAL STATEMENTS (BALANCE SHEET, INCOME STATEMENT, STATEMENT OF CHANGES IN EQUITY, STATEMENT OF CASH FLOWS AND THE NOTES TO THE FINANCIAL STATEMENTS) AND MANAGEMENT REPORT OF BANKINTER, S.A., AND THE CONSOLIDATED FINANCIAL STATEMENTS AND MANAGEMENT REPORT OF THE CONSOLIDATED GROUP FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
2 | | REVIEW AND APPROVAL OF THE NON-FINANCIAL STATEMENT IN ACCORDANCE WITH LAW 11/2018, OF 28 DECEMBER | | Management | | For | | For | | |
| | | | | |
3 | | REVIEW AND APPROVAL OF THE BOARD OF DIRECTORS’ MANAGEMENT AND PERFORMANCE DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
4 | | REVIEW AND APPROVAL OF THE PROPOSED DISTRIBUTION OF EARNINGS AND DIVIDENDS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
5 | | RE-ELECTION OF THE AUDITOR OF THE COMPANY AND THE CONSOLIDATED GROUP FOR 2020: TO RE- ELECT, AS THE AUDITOR OF BANKINTER, S.A. AND ITS CONSOLIDATED GROUP FOR 2020, PRICEWATERHOUSECOOPERS AUDITORES, S.L. WITH REGISTERED OFFICE AT TORRE PWC, PASEO DE LA CASTELLANA 259 B, MADRID, TAX ID NUMBER B-79031290, REGISTERED IN SPAIN’S OFFICIAL REGISTRY OF AUDITORS UNDER S-0242 AND THE MADRID COMPANIES REGISTRY ON PAGE 87250-1, FOLIO 75, VOLUME 9267, BOOK 8054, SECTION 3, PURSUANT TO A PROPOSAL BY THE AUDIT AND REGULATORY COMPLIANCE COMMITTEE SUBMITTED TO AND APPROVED BY THE BOARD OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
6.1 | | APPOINTMENT OF FERNANDO JOSE FRANCES PONS INDEPENDENT EXTERNAL DIRECTOR | | Management | | For | | For | | |
| | | | | |
6.2 | | ESTABLISHMENT OF THE NUMBER OF DIRECTORS: 11 | | Management | | For | | For | | |
| | | | | |
7 | | APPROVAL OF THE DISTRIBUTION IN KIND TO SHAREHOLDERS OF THE ENTIRE SHARE PREMIUM BY DELIVERING SHARES OF LINEA DIRECTA ASEGURADORA (LDA), SUBJECT TO PERTINENT REGULATORY AUTHORISATIONS | | Management | | For | | For | | |
| | | | | |
8 | | APPROVAL OF A RESTRICTED CAPITALISATION RESERVE PURSUANT TO ARTICLE 25.1.B) OF LAW 27/2014 OF 27 NOVEMBER ON CORPORATE INCOME TAX | | Management | | For | | For | | |
| | | | | |
9 | | AUTHORISATION OF THE BOARD OF DIRECTORS, WITH EXPRESS AUTHORITY TO DELEGATE SUCH POWER TO THE EXECUTIVE COMMITTEE, FOR THE DERIVATIVE ACQUISITION OF TREASURY SHARES BY THE COMPANY AND/OR ITS SUBSIDIARIES, UNDER THE TERMS AND CONDITIONS ESTABLISHED IN APPLICABLE LEGISLATION, WITH EXPRESS POWER TO DISPOSE OF OR REDEEM SUCH SHARES THROUGH A REDUCTION IN THE AMOUNT OF SHARE CAPITAL, CANCELLING THE POWER DELEGATED BY THE SHAREHOLDERS AT PREVIOUS GENERAL MEETINGS TO THE EXTENT OF THE UNUSED AMOUNT | | Management | | For | | For | | |
| | | | | |
10.1 | | APPROVAL OF THE AMENDMENT TO THE DIRECTOR REMUNERATION POLICY | | Management | | For | | For | | |
| | | | | |
10.2 | | APPROVAL OF THE DELIVERY OF SHARES TO THE EXECUTIVE DIRECTORS FOR THEIR EXECUTIVE DUTIES, AND TO SENIOR MANAGEMENT AS PART OF THE ANNUAL VARIABLE REMUNERATION ACCRUED IN 2019 | | Management | | For | | For | | |
| | | | | |
10.3 | | APPROVAL OF THE MAXIMUM LEVEL OF VARIABLE REMUNERATION FOR CERTAIN STAFF WHOSE PROFESSIONAL ACTIVITIES HAVE A MATERIAL IMPACT ON THE COMPANY’S RISK PROFILE | | Management | | For | | For | | |
| | | | | |
11 | | DELEGATION OF POWERS TO THE BOARD OF DIRECTORS, INCLUDING THE POWER OF SUBSTITUTION, TO FORMALISE, INTERPRET, CORRECT AND EXECUTE THE RESOLUTIONS CARRIED BY THIS GENERAL MEETING | | Management | | For | | For | | |
| | | | | |
CMMT | | PLEASE NOTE THAT BELOW RESOLUTION 12 IS SUBMITTED TO A CONSULTATIVE VOTE.-THANK YOU | | Non-Voting | | | | | | |
| | | | | |
12 | | ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS PURSUANT TO ARTICLE 541 OF THE SPANISH COMPANIES ACT | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1 | | VOTING ON THE BOARD OF DIRECTORS REPORT FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
2 | | VOTING ON THE COMPANY’S EXTERNAL AUDITORS REPORT FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
3 | | VOTING ON THE COMPANY’S FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED ON 31/12/2019 | | Management | | For | | For | | |
| | | | | |
4 | | VOTING ON APPOINTING AN EXTERNAL AUDITOR FOR THE COMPANY AMONG THOSE NOMINEES BASED ON THE RECOMMENDATION OF THE AUDIT COMMITTEE TO REVIEW AND AUDIT THE QUARTERLY AND ANNUAL FINANCIAL STATEMENTS RESPECTIVELY, FOR THE FINANCIAL YEAR 2020 AND THE FIRST QUARTER FOR THE YEAR 2021 AND DETERMINE THEIR FEES | | Management | | Abstain | | Against | | |
| | | | | |
5 | | VOTING ON THE BOARD RECOMMENDATION IN REGARDS TO DISTRIBUTE DIVIDENDS FOR THE QUARTERLY (FIRST, SECOND, THIRD AND FOURTH) FOR THE FINANCIAL YEAR 2019, A TOTAL TO (8) RIYALS PER SHARE, (80%) OF THE SHARE CAPITAL AND AMOUNTING IN TOTAL SAR (960.000.000) | | Management | | For | | For | | |
| | | | | |
6 | | VOTING ON THE DISBURSEMENT OF SAR (2.650.000) AS REMUNERATION TO THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDING 31/12/2019 | | Management | | For | | For | | |
| | | | | |
7 | | VOTING ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
8 | | VOTE ON THE BUSINESS AND CONTRACT THAT WILL BE BETWEEN THE COMPANY AND ARABIAN KITE COMPANY TO WHICH IS FOR MR.MOHAMMED ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR. ABDULLAH ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) AND MR.NASSER ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR.ABDULKAREEM ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) INDIRECT INTEREST IN, WHICH ARE IMPLEMENTATION WORKS, DESIGNS AND TECHNICAL CONSULTATIONS. NOTE THAT THE TRANSACTIONS IN 2019 AMOUNT TO 89,788,789 SAR, NOTE THESE TRANSACTIONS ARE CARRIED OUT ON BUILDING COMMERCIAL BASIS WITHOUT PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
9 | | VOTE ON THE BUSINESS AND CONTRACT THAT WILL BE BETWEEN THE COMPANY AND ARABIAN KITE COMPANY TO WHICH IS FOR MR.MOHAMMED ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR. ABDULLAH ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) AND MR.NASSER ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR.ABDULKAREEM ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) INDIRECT INTEREST IN, WHICH IS OFFICE LEASING CONTRACT IN JARIR BUILDING IN RIYADH.NOTE THAT THE TRANSACTIONS IN 2019 AMOUNT TO 196,020 SAR, NOTE THESE TRANSACTIONS ARE CARRIED OUT ON BUILDING COMMERCIAL BASIS WITHOUT PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
10 | | VOTE ON THE BUSINESS AND CONTRACT THAT WILL BE BETWEEN THE COMPANY AND JARIR INVESTMENT TRADING COMPANY TO WHICH IS FOR MR.MOHAMMED ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR. ABDULLAH ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) AND MR.NASSER ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR.ABDULKAREEM ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) INDIRECT INTEREST IN, WHICH IS OFFICE LEASING CONTRACT IN JARIR BUILDING IN RIYADH.NOTE THAT THE TRANSACTIONS IN 2019 AMOUNT TO 306,240 SAR, NOTE THESE TRANSACTIONS ARE CARRIED OUT ON BUILDING COMMERCIAL BASIS WITHOUT PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
11 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND JARIR COMMERCIAL INVESTMENT COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST | | Management | | For | | For | | |
| | | | | |
12 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND AMWAJ AL DHAHRAN LTD. COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A CONTRACT FOR THE RENTAL OF AN EXHIBITION FOR JARIR LIBRARY IN DHAHRAN | | Management | | For | | For | | |
| | | | | |
13 | | VOTE ON THE BUSINESS AND CONTRACT THAT WILL BE BETWEEN THE COMPANY AND AL MUSTAQBAL TRADING COMPANY TO WHICH IS FOR MR.MOHAMMED ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR. ABDULLAH ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) AND MR.NASSER ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR.ABDULKAREEM ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) INDIRECT INTEREST IN, WHICH IS SHOWROOM LEASING CONTRACT FOR JARIR BOOKSTORE IN RIYADH. NOTE THAT THE TRANSACTIONS IN 2019 AMOUNT TO 2,434,950 SAR, NOTE THESE TRANSACTIONS ARE CARRIED OUT ON BUILDING COMMERCIAL BASIS WITHOUT PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
14 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND JARIR REAL ESTATE COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A RENTAL CONTRACT FOR AN OFFICE IN JARIR BUILDING IN RIYADH | | Management | | For | | For | | |
| | | | | |
15 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND JARIR REAL ESTATE COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A RENTAL CONTRACT FOR AN OFFICE IN JARIR BUILDING IN RIYADH | | Management | | For | | For | | |
| | | | | |
16 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND ARAB ROBIN COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL- OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A CONTRACT FOR THE RENTAL OF AN EXHIBITION FOR JARIR LIBRARY IN RIYADH | | Management | | For | | For | | |
| | | | | |
17 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND RAYOUF TABUK LTD. COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A CONTRACT FOR THE RENTAL OF AN EXHIBITION FOR JARIR LIBRARY IN TABUK | | Management | | For | | For | | |
| | | | | |
18 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND EAST HEALTH MEDICAL LTD. COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A RENTAL CONTRACT FOR A RESIDENTIAL BUILDING IN AL KHOBAR CITY | | Management | | For | | For | | |
| | | | | |
19 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND ARAB ROBIN COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL- OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A CONTRACT TO PROVIDE MANAGEMENT, OPERATION AND MAINTENANCE SERVICES OF THE ROBIN PLAZA COMPLEX IN RIYADH | | Management | | For | | For | | |
| | | | | |
20 | | VOTING ON AUTHORIZING THE BOARD OF DIRECTORS TO DISTRIBUTE INTERIM CASH DIVIDENDS TO THE SHAREHOLDERS ON BIANNUAL OR QUARTERLY BASIS FOR THE FINANCIAL YEAR 2020. | | Management | | For | | For | | |
| | | | | |
CMMT | | 03 APR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO UPDATE IN TEXT OF- RESOLUTIONS 8, 9, 10 AND 13. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE-DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.-THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A- FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE- GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED- INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | IN CASE AMENDMENTS OR NEW RESOLUTIONS ARE PRESENTED DURING THE MEETING, YOUR- VOTE WILL DEFAULT TO ‘ABSTAIN’. SHARES CAN ALTERNATIVELY BE PASSED TO THE-CHAIRMAN OR A NAMED THIRD PARTY TO VOTE ON ANY SUCH ITEM RAISED. SHOULD YOU-WISH TO PASS CONTROL OF YOUR SHARES IN THIS WAY, PLEASE CONTACT YOUR-BROADRIDGE CLIENT SERVICE REPRESENTATIVE. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:-https://www.journal- officiel.gouv.fr/balo/document/202003062000440-29 | | Non-Voting | | | | | | |
| | | | | |
O.1 | | APPROVAL OF THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2019 | | Management | | For | | For | | |
| | | | | |
O.2 | | APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2019 | | Management | | For | | For | | |
| | | | | |
O.3 | | ALLOCATION OF INCOME FOR THE FINANCIAL YEAR AND SETTING OF THE DIVIDEND: EUR 2.55 PER SHARE | | Management | | For | | For | | |
| | | | | |
O.4 | | INFORMATION ON THE AGREEMENTS CONCLUDED DURING THE PREVIOUS FINANCIAL YEARS | | Management | | For | | For | | |
| | | | | |
O.5 | | APPROVAL OF A NEW REGULATED AGREEMENT RELATING TO THE CONDITIONS OF DEPARTURE OF THE DEPUTY CHIEF EXECUTIVE OFFICER MR. EMMANUEL BABEAU | | Management | | For | | For | | |
| | | | | |
O.6 | | APPROVAL OF THE COMPENSATION REPORT FOR THE PAST FINANCIAL YEAR | | Management | | For | | For | | |
| | | | | |
O.7 | | APPROVAL OF THE ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR 2019 OR ALLOCATED FOR THE SAME FINANCIAL YEAR TO MR. JEAN-PASCAL TRICOIRE AS CHAIRMAN AND CHIEF EXECUTIVE OFFICER | | Management | | For | | For | | |
| | | | | |
O.8 | | APPROVAL OF THE ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR 2019 OR ALLOCATED FOR THE SAME FINANCIAL YEAR TO MR. EMMANUEL BABEAU AS DEPUTY CHIEF EXECUTIVE OFFICER | | Management | | For | | For | | |
| | | | | |
O.9 | | APPROVAL OF THE COMPENSATION POLICY FOR THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER | | Management | | For | | For | | |
| | | | | |
O.10 | | APPROVAL (I) OF THE COMPENSATION POLICY SPECIFICALLY APPLICABLE TO MR. EMMANUEL BABEAU, DEPUTY CHIEF EXECUTIVE OFFICER, IN THE CONTEXT OF HIS DEPARTURE AND (II) OF THE COMPENSATION ELEMENTS AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR 2020 OR ALLOCATED FOR THE FINANCIAL YEAR 2020 TO THE LATTER | | Management | | For | | For | | |
| | | | | |
O.11 | | APPROVAL OF THE COMPENSATION POLICY FOR THE MEMBERS OF THE BOARD OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
O.12 | | RENEWAL OF THE TERM OF OFFICE OF MR. LEO APOTHEKER AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.13 | | RENEWAL OF THE TERM OF OFFICE OF MRS. CECILE CABANIS AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.14 | | RENEWAL OF THE TERM OF OFFICE OF MR. FRED KINDLE AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.15 | | RENEWAL OF THE TERM OF OFFICE OF MR. WILLY KISSLING AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.16 | | APPOINTMENT OF MRS. JILL LEE AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.17 | | AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO PURCHASE SHARES OF THE COMPANY - THE MAXIMUM PURCHASE PRICE IS SET AT 150 EUROS PER SHARE | | Management | | For | | For | | |
| | | | | |
E.18 | | AMENDMENT TO ARTICLE 11.4 OF THE BY-LAWS TO COMPLY WITH THE AMENDED LAWS AND TO ALLOW THE APPOINTMENT OF THE SECOND DIRECTOR REPRESENTING THE EMPLOYEES BY THE EUROPEAN COMMITTEE | | Management | | For | | For | | |
| | | | | |
E.19 | | AMENDMENT TO ARTICLES 13 AND 16 OF THE BY- LAWS TO COMPLY WITH THE AMENDED LAWS AND RECTIFICATION OF A MATERIAL ERROR | | Management | | For | | For | | |
| | | | | |
E.20 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH CAPITAL INCREASES RESERVED FOR MEMBERS OF THE COMPANY SAVINGS PLAN WITHIN THE LIMIT OF 2% OF THE SHARE CAPITAL, WITH CANCELLATION OF THE SHAREHOLDERS’ PRE- EMPTIVE SUBSCRIPTION RIGHT | | Management | | For | | For | | |
| | | | | |
E.21 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH CAPITAL INCREASES RESERVED FOR A CATEGORY OF BENEFICIARIES: IN FAVOUR OF EMPLOYEES OF FOREIGN COMPANIES OF THE GROUP, EITHER DIRECTLY, OR VIA ENTITIES ACTING ON THEIR BEHALF OR ENTITIES ACTING TO OFFER EMPLOYEES OF FOREIGN COMPANIES OF THE GROUP BENEFITS COMPARABLE TO THOSE OFFERED TO THE MEMBERS OF THE COMPANY SAVINGS PLAN, WITHIN THE LIMIT OF 1% OF THE SHARE CAPITAL, WITH CANCELLATION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT | | Management | | For | | For | | |
| | | | | |
O.22 | | POWERS TO CARRY OUT FORMALITIES | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST VOTE IF THE MEETING-REQUIRES APPROVAL FROM THE MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION | | Non-Voting | | | | | | |
| | | | | |
CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
1 | | OPENING OF THE MEETING AND ELECTION OF CHAIR: THAT HANS STRABERG IS ELECTED-CHAIR OF THE MEETING | | Non-Voting | | | | | | |
| | | | | |
2 | | PREPARATION AND APPROVAL OF VOTING LIST | | Non-Voting | | | | | | |
| | | | | |
3 | | APPROVAL OF AGENDA | | Non-Voting | | | | | | |
| | | | | |
4 | | ELECTION OF ONE OR TWO PERSONS TO APPROVE THE MINUTES | | Non-Voting | | | | | | |
| | | | | |
5 | | DETERMINATION WHETHER THE MEETING HAS BEEN PROPERLY CONVENED | | Non-Voting | | | | | | |
| | | | | |
6 | | PRESENTATION OF THE ANNUAL REPORT AND THE AUDITOR’S REPORT AS WELL AS THE- CONSOLIDATED ANNUAL REPORT AND THE CONSOLIDATED AUDITOR’S REPORT | | Non-Voting | | | | | | |
| | | | | |
7 | | THE PRESIDENT & CEO’S SPEECH AND QUESTIONS FROM SHAREHOLDERS TO THE BOARD OF- DIRECTORS AND THE MANAGEMENT | | Non-Voting | | | | | | |
| | | | | |
8.A | | DECISION REGARDING APPROVAL OF THE PROFIT AND LOSS ACCOUNT AND THE BALANCE SHEET AND THE CONSOLIDATED PROFIT AND LOSS ACCOUNT AND THE CONSOLIDATED BALANCE SHEET | | Management | | No Action | | | | |
| | | | | |
8.B | | DECISION REGARDING DISCHARGE FROM LIABILITY OF THE BOARD MEMBERS AND THE PRESIDENT & CEO | | Management | | No Action | | | | |
| | | | | |
8.C | | DECISION REGARDING THE ALLOCATION OF THE COMPANY’S PROFIT ACCORDING TO THE APPROVED BALANCE SHEET: SEK 3.50 PER SHARE | | Management | | No Action | | | | |
| | | | | |
8.D | | DECISION REGARDING RECORD DATE FOR DIVIDEND | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT RESOLUTIONS 9 TO 11 ARE PROPOSED BY NOMINATION COMMITTEE AND- BOARD DOES NOT MAKE ANY RECOMMENDATION ON THESE PROPOSALS. THE STANDING- INSTRUCTIONS ARE DISABLED FOR THIS MEETING | | Non-Voting | | | | | | |
| | | | | |
9.A | | DETERMINATION OF THE NUMBER OF BOARD MEMBERS AND DEPUTY MEMBERS: NINE | | Management | | No Action | | | | |
| | | | | |
9.B | | DETERMINATION OF THE NUMBER OF AUDITORS AND DEPUTY AUDITORS OR REGISTERED AUDITING COMPANY: ONE | | Management | | No Action | | | | |
| | | | | |
10.A | | ELECTION OF BOARD MEMBERS: RE-ELECTION OF STAFFAN BOHMAN, TINA DONIKOWSKI, JOHAN FORSSELL, SABINE NEUSS, MATS RAHMSTROM, HANS STRABERG, AND PETER WALLENBERG JR AND NEW ELECTION OF ANNA OHLSSON-LEIJON OCH GORDON RISKE | | Management | | No Action | | | | |
| | | | | |
10.B | | ELECTION OF CHAIR OF THE BOARD: THAT HANS STRABERG IS ELECTED CHAIR OF THE BOARD | | Management | | No Action | | | | |
| | | | | |
10.C | | ELECTION OF AUDITORS AND DEPUTY AUDITORS OR REGISTERED AUDITING COMPANY: ERNST & YOUNG AB | | Management | | No Action | | | | |
| | | | | |
11.A | | DETERMINING THE REMUNERATION: IN CASH OR PARTIALLY IN THE FORM OF SYNTHETIC SHARES, TO THE BOARD OF DIRECTORS, AND THE REMUNERATION TO ITS COMMITTEES | | Management | | No Action | | | | |
| | | | | |
11.B | | DETERMINING THE REMUNERATION: TO THE AUDITORS OR REGISTERED AUDITING COMPANY | | Management | | No Action | | | | |
| | | | | |
12.A | | THE BOARD’S PROPOSALS REGARDING: GUIDING PRINCIPLES FOR THE REMUNERATION OF EXECUTIVES | | Management | | No Action | | | | |
| | | | | |
12.B | | THE BOARD’S PROPOSALS REGARDING: A PERFORMANCE BASED PERSONNEL OPTION PLAN FOR 2020 | | Management | | No Action | | | | |
| | | | | |
13.A | | THE BOARD’S PROPOSAL REGARDING MANDATES TO: ACQUIRE SERIES A SHARES RELATED TO PERSONNEL OPTION PLAN FOR 2020 | | Management | | No Action | | | | |
| | | | | |
13.B | | THE BOARD’S PROPOSAL REGARDING MANDATES TO: ACQUIRE SERIES A SHARES RELATED TO REMUNERATION IN THE FORM OF SYNTHETIC SHARES | | Management | | No Action | | | | |
| | | | | |
13.C | | THE BOARD’S PROPOSAL REGARDING MANDATES TO: TRANSFER SERIES A SHARES RELATED TO PERSONNEL OPTION PLAN FOR 2020 | | Management | | No Action | | | | |
| | | | | |
13.D | | THE BOARD’S PROPOSAL REGARDING MANDATES TO: SELL SERIES A SHARES TO COVER COSTS RELATED TO SYNTHETIC SHARES TO BOARD MEMBERS | | Management | | No Action | | | | |
| | | | | |
13.E | | THE BOARD’S PROPOSAL REGARDING MANDATES TO: SELL SERIES A AND B SHARES TO COVER COSTS IN RELATION TO THE PERFORMANCE BASED PERSONNEL OPTION PLANS FOR 2015, 2016 AND 2017 | | Management | | No Action | | | | |
| | | | | |
14 | | CLOSING OF THE MEETING | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 01 APR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT-OF RESOLUTION 8.C. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE-AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1A | | Report of the Chief Executive Officer, in accordance with Article 172 of the General Corporations Law and of Article 44, subsection XI, of the Securities Market Law (“Ley del Mercado de Valores”), accompanied by the independent auditor’s report, in connection with the operations and results for the fiscal year ended December 31, 2019, as well as of the Board of Directors’ opinion of the content of such report. | | Management | | For | | | | |
| | | | | |
1B | | Report of the Board of Directors in accordance with Article 172, subsection b, of the General Corporations Law, which contains the main policies, as well as the accounting and reporting criteria followed in the preparation of the financial information of the Company. | | Management | | For | | | | |
| | | | | |
1C | | Report of the activities and operations in which the Board of Directors intervened, in accordance with Article 28 IV (e) of the Securities Market Law. | | Management | | For | | | | |
| | | | | |
1D | | Individual and consolidated financial statements of the Company for the fiscal year ended December 31, 2019. | | Management | | For | | | | |
| | | | | |
1E | | Annual report on the activities carried out by the Audit Committee of the Company in accordance with Article 43 of the Securities Market Law and report on the Company’s subsidiaries. | | Management | | For | | | | |
| | | | | |
1F | | Report on compliance with the tax obligations of the Company for the fiscal year ended December 31, 2018, in accordance with Article 76, section XIX of the Income Tax Law (“Ley del Impuesto sobre la Renta”). | | Management | | For | | | | |
| | | | | |
2A | | Proposal for increase of the legal reserve by Ps. 274,126,438.75 | | Management | | For | | | | |
| | | | | |
2B | | Proposal by the Board of Directors to pay an ordinary net dividend in cash from accumulated retained earnings in the amount of $8.21 (eight pesos and twenty-one cents, Mexican legal tender) for each of the ordinary “B” and “BB” Series shares. | | Management | | For | | | | |
| | | | | |
2C | | Proposal and, if applicable, approval of the amount of Ps. 2,745,402,336.25 as the maximum amount that may be used by the Company to repurchase its shares in 2020 pursuant to Article 56 of the Securities Market Law; proposal and, if applicable, approval of the provisions and policies regarding the repurchase of Company shares. | | Management | | For | | | | |
| | | | | |
3A | | Administration by the Board of Directors and the Chief Executive Officer for the fiscal year of 2019. | | Management | | For | | | | |
| | | | | |
3BA | | Appointment to the Board of Director: Fernando Chico Pardo (President) | | Management | | Against | | | | |
| | | | | |
3BB | | Appointment to the Board of Director: José Antonio Pérez Antón | | Management | | Against | | | | |
| | | | | |
3BC | | Appointment to the Board of Director: Luis Chico Pardo | | Management | | For | | | | |
| | | | | |
3BD | | Appointment to the Board of Director: Aurelio Pérez Alonso | | Management | | For | | | | |
| | | | | |
3BE | | Appointment to the Board of Director: Rasmus Christiansen | | Management | | For | | | | |
| | | | | |
3BF | | Appointment to the Board of Director: Francisco Garza Zambrano | | Management | | For | | | | |
| | | | | |
3BG | | Appointment to the Board of Director: Ricardo Guajardo Touché | | Management | | For | | | | |
| | | | | |
3BH | | Appointment to the Board of Director: Guillermo Ortiz Martínez | | Management | | For | | | | |
| | | | | |
3BI | | Appointment to the Board of Director: Bárbara Garza Lagüera Gonda | | Management | | For | | | | |
| | | | | |
3BJ | | Appointment to the Board of Director: Rafael Robles Miaja (Secretary) | | Management | | For | | | | |
| | | | | |
3BK | | Appointment to the Board of Director: Ana María Poblanno Chanona (Deputy Secretary) | | Management | | For | | | | |
| | | | | |
3C1 | | Appointment or ratification, as applicable, of the Chairperson of the Audit Committee: Ricardo Guajardo Touché | | Management | | For | | | | |
| | | | | |
3D1 | | Appointment of the Nomination and Compensation Committee: Fernando Chico Pardo (President) | | Management | | Against | | | | |
| | | | | |
3D2 | | Appointment of the Nomination and Compensation Committee: José Antonio Pérez Antón | | Management | | Against | | | | |
| | | | | |
3D3 | | Appointment of the Nomination and Compensation Committee: Bárbara Garza Lagüera Gonda | | Management | | For | | | | |
| | | | | |
3E1 | | Determination of corresponding compensations: Board of Directors: Ps. 72,600.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
3E2 | | Determination of corresponding compensations: Operations Committee: Ps. 72,600.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
3E3 | | Determination of corresponding compensations: Nominations & Compensations Committee: Ps. 72,600.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
3E4 | | Determination of corresponding compensations: Audit Committee: Ps. 102,850.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
3E5 | | Determination of corresponding compensations: Acquisitions & Contracts Committee: Ps. 24,200.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
4A | | Appointment of delegates in order to enact the resolutions adopted at the Meeting and, if applicable, to formalize such resolutions: Claudio R. Góngora Morales | | Management | | For | | | | |
| | | | | |
4B | | Appointment of delegates in order to enact the resolutions adopted at the Meeting and, if applicable, to formalize such resolutions: Rafael Robles Miaja | | Management | | For | | | | |
| | | | | |
4C | | Appointment of delegates in order to enact the resolutions adopted at the Meeting and, if applicable, to formalize such resolutions: Ana María Poblanno Chanona GRUPO FINANCIERO BANORTE SAB DE CV | | Management | | For | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1.A | | APPROVE CEOS REPORT ON FINANCIAL STATEMENTS AND STATUTORY REPORTS | | Management | | For | | For | | |
| | | | | |
1.B | | APPROVE BOARDS REPORT ON POLICIES AND ACCOUNTING INFORMATION AND CRITERIA FOLLOWED IN PREPARATION OF FINANCIAL INFORMATION | | Management | | For | | For | | |
| | | | | |
1.C | | APPROVE BOARDS REPORT ON OPERATIONS AND ACTIVITIES UNDERTAKEN BY BOARD | | Management | | For | | For | | |
| | | | | |
1.D | | APPROVE REPORT ON ACTIVITIES OF AUDIT AND CORPORATE PRACTICES COMMITTEE | | Management | | For | | For | | |
| | | | | |
1.E | | APPROVE ALL OPERATIONS CARRIED OUT BY COMPANY AND RATIFY ACTIONS CARRIED OUT BY BOARD, CEO AND AUDIT AND CORPORATE PRACTICES COMMITTEE | | Management | | For | | For | | |
| | | | | |
2 | | APPROVE ALLOCATION OF INCOME | | Management | | For | | For | | |
| | | | | |
3 | | RECEIVE AUDITORS REPORT ON TAX POSITION OF COMPANY | | Management | | For | | For | | |
| | | | | |
4.A.1 | | ELECT CARLOS HANK GONZALEZ AS BOARD CHAIRMAN | | Management | | For | | For | | |
| | | | | |
4.A.2 | | ELECT JUAN ANTONIO GONZALEZ MORENO AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.3 | | ELECT DAVID JUAN VILLARREAL MONTEMAYOR AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.4 | | ELECT JOSE MARCOS RAMIREZ MIGUEL AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.5 | | ELECT CARLOS DE LA ISLA CORRY AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.6 | | ELECT EVERARDO ELIZONDO ALMAGUER AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.7 | | ELECT CARMEN PATRICIA ARMENDARIZ GUERRA AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.8 | | ELECT HECTOR FEDERICO REYES RETANAY DAHL AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.9 | | ELECT ALFREDO ELIAS AYUB AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A10 | | ELECT ADRIAN SADA CUEVA AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A11 | | ELECT DAVID PENALOZA ALANIS AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A12 | | ELECT JOSE ANTONIO CHEDRAUI EGUIA AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A13 | | ELECT ALFONSO DE ANGOITIA NORIEGA AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A14 | | ELECT THOMAS STANLEY HEATHER RODRIGUEZ AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A15 | | ELECT GRACIELA GONZALEZ MORENO AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A16 | | ELECT JUAN ANTONIO GONZALEZ MARCOS AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A17 | | ELECT ALBERTO HALABE HAMUI AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A18 | | ELECT GERARDO SALAZAR VIEZCA AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A19 | | ELECT ALBERTO PEREZ JACOME FRISCIONE AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A20 | | ELECT DIEGO MARTINEZ RUEDA CHAPITAL AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A21 | | ELECT ROBERTO KELLEHER VALES AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A22 | | ELECT CLEMENTE ISMAEL REYES RETANA VALDES AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A23 | | ELECT ISAAC BECKER KABACNIK AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A24 | | ELECT JOSE MARIA GARZA TREVINO AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A25 | | ELECT CARLOS CESARMAN KOLTENIUK AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A26 | | ELECT HUMBERTO TAFOLLA NUNEZ AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A27 | | ELECT GUADALUPE PHILLIPS MARGAIN AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A28 | | ELECT RICARDO MALDONADO YANEZ AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.B | | ELECT HECTOR AVILA FLORES, NON MEMBER, AS BOARD SECRETARY | | Management | | For | | For | | |
| | | | | |
4.C | | APPROVE DIRECTORS LIABILITY AND INDEMNIFICATION | | Management | | For | | For | | |
| | | | | |
5 | | APPROVE REMUNERATION OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
6 | | ELECT HECTOR FEDERICO REYES RETANAY DAHL AS CHAIRMAN OF AUDIT AND CORPORATE PRACTICES COMMITTEE | | Management | | For | | For | | |
| | | | | |
7.1 | | APPROVE REPORT ON SHARE REPURCHASE | | Management | | For | | For | | |
| | | | | |
7.2 | | SET AGGREGATE NOMINAL AMOUNT OF SHARE REPURCHASE RESERVE | | Management | | For | | For | | |
| | | | | |
8 | | APPROVE CERTIFICATION OF THE COMPANY’S BYLAWS | | Management | | For | | For | | |
| | | | | |
9 | | AUTHORIZE BOARD TO RATIFY AND EXECUTE APPROVED RESOLUTIONS | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1 | | To analyze and approve the management accounts, with examination, discussion and voting on the financial statements related to the fiscal year ended December 31, 2019. | | Management | | For | | For | | |
| | | | | |
2 | | To decide on the allocation of the net profits for the fiscal year ended December 31, 2019 and ratification of the payment of interest on own capital related to the fiscal year ended December 31, 2019, approved by the Board of Directors at the meeting held on December 2, 2019. | | Management | | For | | For | | |
| | | | | |
3 | | To define the number of members of the Board of Directors. To approve the Board of Directors to be composed of 11 effective members and 2 alternates, for a 3-year term, which will end at the Ordinary Shareholder’s Meeting to be held in 2023, pursuant to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
4A | | Election of the Board of Directors by a single slate: Controller Slate - Board of Directors: Victorio Carlos De Marchi, Carlos Alves de Brito, Milton Seligman, José Heitor Attilio Gracioso, Vicente Falconi Campos, Luis Felipe Pedreira Dutra Leite, Roberto Moses Thompson Motta, Nelson José Jamel, Cecília Sicupira, Antonio Carlos Augusto Ribeiro Bonchristiano, Marcos de Barros Lisboa, Carlos Eduardo Klutzenschell Lisboa (Alternate), Michel Dimitrios Doukeris (Alternate) | | Management | | For | | For | | |
| | | | | |
4B | | If one of the candidates who make up the chosen slate fails to join it, can your votes continue to be cast on the chosen slate? | | Management | | For | | For | | |
| | | | | |
4C | | In case the multiple vote election process be adopted, should your votes be distributed in equal percentages among the members of the slate you chose? | | Management | | For | | For | | |
| | | | | |
5A1 | | Election of the fiscal council. To elect the effective and alternate members of the Fiscal Council for a term in office of one (1) year, which shall end on the Ordinary General Meeting to be held in 2021: Controller Slate - Fiscal Council: José Ronaldo Vilela Rezende, Elidie Palma Bifano, Emanuel Sotelino Schifferle (Alternate), Eduardo Rogatto Luque (Alternate). PLEASE VOTE IN ONLY ONE OPTION: 5a OR 5b | | Management | | Abstain | | | | |
| | | | | |
5A2 | | If one of the candidates that are part of the slate fails to integrate it to accommodate the separate election, your votes may still be given to the chosen slate? PLEASE VOTE IN ONLY ONE OPTION: 5a OR 5b | | Management | | Abstain | | | | |
| | | | | |
5B | | Separate Election of the fiscal council - Candidates nominated by minority shareholders: Vinicius Balbino Bouhid, Carlos Tersandro Fonseca Adeodato (Alternate). PLEASE VOTE IN ONLY ONE OPTION: 5a OR 5b | | Management | | Against | | | | |
| | | | | |
6 | | To determine managers’ overall compensation for the year of 2020, in the annual amount of up to R$ 111,079,130.00, including expenses related to the recognition of the fair amount of (x) the stock options that the Company intends to grant in the fiscal year, and (y) the compensation based on shares that the Company intends to execute in the fiscal year. | | Management | | For | | For | | |
| | | | | |
7 | | To determine the overall compensation of the Fiscal Council’s members for the year of 2020, in the annual amount of up to R$ 2,162,700.00, with alternate members’ compensation corresponding to half of the amount received by the effective members, in accordance with the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E1 | | To approve the amendment to the heading of article 5 of the Company’s bylaws, in order to reflect the capital increases approved by the Board of Directors, within the authorized capital limit until the date of the Shareholders’ Meeting, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E2 | | To approve the amendment to article 8 of the Company’s bylaws, to make express reference to other possibilities of using the authorized capital limit by the Board of Directors as set forth in Law No 6,404/76, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E3 | | To approve the amendment to articles 11, 15, 16, 17, 18 and 19, of the Company’s bylaws, related to the composition of the Board of Directors, to (i) provide for the possibility of having a single Chairman of the Board of Directors, alternatively to the current Co-Chairmen model; (ii) increase the minimum number of members that can compose the Board of Directors from 3 to 5; and (iii) provide the Board of Directors will be composed, in its majority, by external members, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E4 | | To approve the amendment to article 21 of the Company’s bylaws, to adjust the competence of the Board of Directors, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E5 | | To approve the amendment to articles 22 to 34 of the Company’s bylaws, including the new articles 25 and 34 and renumbering the other articles, to restructure the composition of the Board of Executive Officers of the Company, set the duties of the new positions and change the name of the positions already existent, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E6 | | In view of the proposed amendments to the bylaws described above, to approve the consolidation of the Company’s bylaws, in order to reflect the adjustments arising from such changes, renumbering and wording corrections, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E7 | | To approve the amendment to the current Share-Based Compensation Plan, to increase the global volume of shares representing the Company’s share capital that may be delivered to the participants in such plan from 0.3% to 3%. | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET (DEPENDANT UPON THE AVAILABILITY AND USAGE OF THE- REMOTE VOTING PLATFORM). ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE- REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
1 | | TO RECEIVE THE ADMINISTRATORS ACCOUNTS, TO EXAMINE, DISCUSS AND VOTE ON THE ADMINISTRATIONS REPORT, THE FINANCIAL STATEMENTS AND THE ACCOUNTING STATEMENTS ACCOMPANIED BY THE INDEPENDENT AUDITORS REPORT REGARDING THE FISCAL YEAR ENDED ON DECEMBER 31, 2019 | | Management | | No Action | | | | |
| | | | | |
2 | | APPROVAL ON THE DESTINATION OF THE NET EARNINGS OF THE FISCAL YEAR AND THE CAPITAL BUDGET FOR 2020 AS PROPOSED BY THE BOARD OF DIRECTORS, AS WELL AS, RATIFY THE DIVIDEND AND INTEREST ON STOCKHOLDERS EQUITY, AS PREVIOUSLY ANNOUNCED BY THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
3 | | CHARACTERIZATION OF THE INDEPENDENCE CONDITION OF THE CANDIDATE FOR THE BOARD OF DIRECTORS, MR. DAN IOSCHPE | | Management | | No Action | | | | |
| | | | | |
4 | | CHARACTERIZATION OF THE INDEPENDENCE CONDITION OF THE CANDIDATE FOR THE BOARD OF DIRECTORS, MR. MIGUEL NORMANDO ABDALLA SAAD | | Management | | No Action | | | | |
| | | | | |
5 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: REQUEST FOR A SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS BY MINORITY SHAREHOLDERS HOLDING VOTING SHARES. DO YOU WISH TO REQUEST THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS, UNDER THE TERMS OF ARTICLE 141, 4, I OF LAW 6,404 OF 1976 | | Shareholder | | No Action | | | | |
| | | | | |
6 | | DO YOU WISH TO REQUEST THE ADOPTION OF THE CUMULATIVE VOTING PROCESS FOR THE ELECTION OF THE BOARD OF DIRECTORS, UNDER THE TERMS OF ARTICLE 141 OF LAW 6,404 OF 1976 | | Management | | No Action | | | | |
| | | | | |
7 | | APPOINTMENT OF CANDIDATES TO THE BOARD OF DIRECTORS BY SINGLE SLATE. THE VOTES INDICATED IN THIS FIELD WILL BE DISREGARDED IN THE EVENT THE SHAREHOLDER WHO OWNS SHARES WITH VOTING RIGHTS ALSO FILLS OUT THE FIELDS PRESENT IN THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS AND THE SEPARATE ELECTION THAT IS DEALT WITH IN THESE FIELDS OCCURS. DAN IOSCHPE DECIO DA SILVA MARTIN WERNINGHAUS MIGUEL NORMANDO ABDALLA SAAD NILDEMAR SECCHES SERGIO LUIZ SILVA SCHWARTZ SIEGFRIED KREUTZFELD | | Management | | No Action | | | | |
| | | | | |
8 | | IN THE EVENT THAT ONE OF THE CANDIDATES WHO IS ON THE SLATE CHOSEN CEASES TO BE PART OF THAT SLATE, CAN THE VOTES CORRESPONDING TO YOUR SHARES CONTINUE TO BE CONFERRED ON THE CHOSEN SLATE | | Management | | No Action | | | | |
| | | | | |
CMMT | | FOR THE PROPOSAL 9 REGARDING THE ADOPTION OF CUMULATIVE VOTING, PLEASE BE-ADVISED THAT YOU CAN ONLY VOTE FOR OR ABSTAIN. AN AGAINST VOTE ON THIS-PROPOSAL REQUIRES PERCENTAGES TO BE ALLOCATED AMONGST THE DIRECTORS IN-PROPOSAL 10.1 TO 10.7. IN THIS CASE PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE IN ORDER TO ALLOCATE PERCENTAGES AMONGST THE DIRECTORS | | Non-Voting | | | | | | |
| | | | | |
9 | | IN THE EVENT OF THE ADOPTION OF THE CUMULATIVE VOTING PROCESS, SHOULD THE VOTES CORRESPONDING TO YOUR SHARES BE DISTRIBUTED IN EQUAL PERCENTAGES ACROSS THE MEMBERS OF THE SLATE THAT YOU HAVE CHOSEN. PLEASE NOTE THAT IF INVESTOR CHOOSES FOR, THE PERCENTAGES DO NOT NEED TO BE PROVIDED, IF INVESTOR CHOOSES AGAINST, IT IS MANDATORY TO INFORM THE PERCENTAGES ACCORDING TO WHICH THE VOTES SHOULD BE DISTRIBUTED, OTHERWISE THE ENTIRE VOTE WILL BE REJECTED DUE TO LACK OF INFORMATION, IF INVESTOR CHOOSES ABSTAIN, THE PERCENTAGES DO NOT NEED TO BE PROVIDED, HOWEVER IN CASE CUMULATIVE VOTING IS ADOPTED THE INVESTOR WILL NOT PARTICIPATE ON THIS MATTER OF THE MEETING | | Management | | No Action | | | | |
| | | | | |
10.1 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. DAN IOSCHPE | | Management | | No Action | | | | |
| | | | | |
10.2 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. DECIO DA SILVA | | Management | | No Action | | | | |
| | | | | |
10.3 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. MARTIN WERNINGHAUS | | Management | | No Action | | | | |
| | | | | |
10.4 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. MIGUEL NORMANDO ABDALLA SAAD | | Management | | No Action | | | | |
| | | | | |
10.5 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. NILDEMAR SECCHES | | Management | | No Action | | | | |
| | | | | |
10.6 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. SERGIO LUIZ SILVA SCHWARTZ | | Management | | No Action | | | | |
| | | | | |
10.7 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. SIEGFRIED KREUTZFELD | | Management | | No Action | | | | |
| | | | | |
11 | | ESTABLISHMENT OF THE ANNUAL REMUNERATION OF THE MANAGERS | | Management | | No Action | | | | |
| | | | | |
12 | | APPOINTMENT OF CANDIDATES TO THE FISCAL COUNCIL BY SINGLE SLATE. INDICATION OF ALL THE NAMES THAT MAKE UPTHE SLATE. ALIDOR LUEDERS, PRINCIPAL. ILARIO BRUCH, SUBSTITUTE. VANDERLEI DOMINGUEZ DA ROSA, PRINCIPAL. PAULO ROBERTO FRANCESCHI, SUBSTITUTE | | Management | | No Action | | | | |
| | | | | |
13 | | IF ONE OF THE CANDIDATES WHO IS PART OF THE SLATE CEASES TO BE PART OF IT IN ORDER TO ACCOMMODATE THE SEPARATE ELECTION THAT IS DEALT WITH IN ARTICLE 161, 4 AND ARTICLE 240 OF LAW 6,404 OF 1976, CAN THE VOTES CORRESPONDING TO YOUR SHARES CONTINUE TO BE CONFERRED ON THE CHOSEN SLATE | | Management | | No Action | | | | |
| | | | | |
14 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: SEPARATE ELECTION OF A MEMBER OF THE FISCAL COUNCIL BY MINORITY SHAREHOLDERS HOLDING SHARES OF VOTING RIGHTS. THE SHAREHOLDER MUST COMPLETE THIS FIELD SHOULD HE HAVE LEFT THE GENERAL ELECTION FIELD BLANK. ADELINO DIAS PINHO, PRINCIPAL. JOSE LUIZ RIBEIRO DE CARVALHO, SUBSTITUTE | | Shareholder | | No Action | | | | |
| | | | | |
15 | | TO ESTABLISH THE AGGREGATE COMPENSATION OF THE FISCAL COUNCIL MEMBERS | | Management | | No Action | | | | |
| | | | | |
16 | | APPROVE THE NEWSPAPERS USED FOR THE LEGAL ANNOUNCEMENTS AND DISCLOSURES | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE-NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 27 MAR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT-OF RESOLUTIONS 5 & 14. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT-VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS MEETING. IF NO- BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK-YOU. | | Non-Voting | | | | | | |
| | | | | |
O.1 | | APPROVAL OF THE FINECOBANK S.P.A. FINANCIAL STATEMENTS AS AT DECEMBER 31ST, 2019 AND PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS | | Management | | For | | For | | |
| | | | | |
O.2 | | ALLOCATION OF FINECOBANK S.P.A. 2019 NET PROFIT OF THE YEAR | | Management | | For | | For | | |
| | | | | |
O.3 | | COVERAGE OF THE NEGATIVE IFRS 9 RESERVE | | Management | | For | | For | | |
| | | | | |
O.4.1 | | TO STATE THE BOARD OF DIRECTORS’ MEMBERS’ NUMBER | | Management | | For | | For | | |
| | | | | |
O.4.2 | | TO STATE THE BOARD OF DIRECTORS’ TERM OF OFFICE | | Management | | For | | For | | |
| | | | | |
CMMT | | PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES TO BE ELECTED AS DIRECTORS THERE-IS ONLY 1 SLATE AVAILABLE TO BE FILLED AT THE MEETING. THE STANDING-INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE TO-INSTRUCT, YOU ARE REQUIRED TO VOTE FOR ONLY 1 SLATE OF THE 2 SLATES OF-DIRECTORS. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
O.431 | | TO APPOINT BOARD OF DIRECTORS: LIST PRESENTED BY THE BOARD OF DIRECTORS: MR. MARCO MANGIAGALLI (CHAIRMAN), MR. ALESSANDRO FOTI (CHIEF EXECUTIVE OFFICER), MR. FRANCESCO SAITA, MRS. PAOLA GIANNOTTI DE PONTI, MRS. PATRIZIA ALBANO, MR. GIANMARCO MONTANARI, MRS. MARIA ALESSANDRA ZUNINO DE PIGNIER, MR. ANDREA ZAPPIA, MRS. GIANCARLA BRANDA, MR. DONATO PINTO, MRS. LAURA DONNINI | | Management | | For | | For | | |
| | | | | |
O.432 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: TO APPOINT BOARD OF DIRECTORS: LIST PRESENTED BY AMUNDI ASSET MANAGEMENT SGR S.P.A. MANAGING OF THE FUNDS: AMUNDI RISPARMIO ITALIA, AMUNDI SVILUPPO ITALIA, SECONDA PENSIONE GARANTITA ESG, SECONDA PENSIONE PRUDENTE ESG, SECONDA PENSIONE BILANCIATA ESG, AMUNDI OBBLIG PIU A DISTRIBUZIONE, SECONDA PENSIONE SVILUPPO ESG, AMUNDI AZIONARIO EUROPA, SECONDA PENSIONE ESPANSIONE ESG, AMUNDI DIVIDENDO ITALIA, AMUNDI OBIETTIVO RISPARMIO 2022 QUATTRO, AMUNDI OBIETTIVO RISPARMIO 2022 TRE, AMUNDI OBIETTIVO RISPARMIO 2022 DUE, AMUNDI OBIETTIVO RISPARMIO 2022, AMUNDI CEDOLA 2021, AMUNDI OBIETTIVO CRESCITA 2022, AMUNDI DISTRIBUZIONE ATTIVA, AMUNDI OBIETTIVO CRESCITA 2022 DUE, AMUNDI BILANCIATO EURO, AMUNDI ESG SELECTION TOP, AMUNDI ESG SELECTION CLASSIC, AMUNDI ESG SELECTION PLUS, AMUNDI ACCUMULAZIONE ITALIA PIR 2023, AMUNDI VALORE ITALIA PIR, AMUNDI LUXEMBOURG - AMUNDI EUROPEAN EQ SMALL CAP - AMUNDI EUROPEAN RESEARCH; ANIMA SGR S.P.A. MANAGING OF THE FUNDS: ANIMA GEO ITALIA, ANIMA ITALIA, ANIMA CRESCITA ITALIA; APG ASSET MANAGEMENT N.V. MANAGING OF THE FUNDS: STICHTING DEPOSITARY APG DEVELOPED MARKETS EQUITY POOL; BANCOPOSTA FONDI S.P.A. SGR MANAGING OF THE FUNDS: POSTE INVESTO SOSTENIBILE, BANCOPOSTA AZIONARIO EURO, BANCOPOSTA GLOBAL EQUITY LTE; EURIZON CAPITAL S.A. MANAGING OF THE FUND EURIZON FUND SECTIONS: ITALIAN EQUITY OPPORTUNITIES, EQUITY EUOPE LTE, EQUITY EURO LTE, EQUITY ITALY SMART VOLATILITY, EQUITY SMALL MID CAP EUROPE, EQUITY MARKET NEUTRAL; EURIZON CAPITAL SGR S.P.A. MANAGING OF THE FUNDS: EURIZON GLOBAL MULTIASSET SELECTION SETTEMBRE 2022, EURIZON AZIONI AREA EURO, EURIZON PROGETTO ITALIA 70, EURIZON AZIONI ITALIA, EURIZON PIR ITALIA AZIONI, EURIZON PROGETTO ITALIA 40; EPSILON SGR S.P.A. MANAGING OF THE FUNDS EPSILON FLESSIBILE AZIONI EURO APRILE 2021, EPSILON FLESSIBILE AZIONI EURO FEBBRAIO 2021, EPSILON FLESSIBILE AZIONI EURO GIUGNO 2021, EPSILON FLESSIBILE AZIONI EURO NOVEMBRE 2020, EPSILON FLESSIBILE AZIONI EURO SETTEMBRE 2020, EPSILON MULTIASSET 3 ANNI LUGLIO 2020, EPSILON MULTIASSET 3 ANNI MAGGIO 2020, FIDEURAM ASSET MANAGEMENT IRELAND MANAGING OF THE FUND FONDITALIA EQUITY ITALY; FIDEURAM INVESTIMENTI SGR S.P.A. MANAGING OF THE FUNDS: FIDEURAM ITALIA, PIANO AZIONI ITALIA, PIANO BILANCIATO ITALIA 50, PIANO BILANCIATO ITALIA 30; INTEFUND SICAV - INTERFUND EQUITY ITALY, KAIROS PARTNERS SGR S.P.A. MANAGEMENT COMPANY DI KAIROS INTERNATIONAL SICAV COMPARTI ITALIA, TARGET ITALY ALPHA, ITALIA PIR; LEGAL & GENERAL ASSURANCE (PENSION MANAGEMENT) LTD; MEDIOLANUM GESTIONE FONDI SGR S.P.A. MANAGING OF THE FUNDS: MEDIOLANUM FLESSIBILE FUTURO ITALIA, MEDIOLANUM FLESSIBILE SVILUPPO ITALIA; MEDIOLANUM INTERNATIONAL FUNDS LIMITED - CHALLENGE FUNDS - CHALLENGE ITALIAN EQUITY; PRAMERICA SGR S.P.A. - PRAMERICA SICAV SECTOR ITALIAN EQUITY, REPRESENTING TOGETHER 2.95091PCT OF THE STOCK CAPITAL: ELENA BIFFI, MARIN GUEORGUIEV | | Shareholder | | | | | | |
| | | | | |
O.5 | | DETERMINATION, PURSUANT TO ARTICLE 20 OF ARTICLES OF ASSOCIATION, OF THE REMUNERATION DUE TO THE DIRECTORS FOR THEIR WORK ON THE BOARD OF DIRECTORS, THE BOARD COMMITTEES AND OTHER COMPANY BODIES | | Management | | For | | For | | |
| | | | | |
O.6 | | APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS | | Management | | For | | For | | |
| | | | | |
O.7 | | DETERMINATION, PURSUANT TO ARTICLE 23, PARAGRAPH 17, OF ARTICLES OF ASSOCIATION, OF THE REMUNERATION DUE TO THE STATUTORY AUDITORS | | Management | | For | | For | | |
| | | | | |
O.8 | | 2020 REMUNERATION POLICY | | Management | | For | | For | | |
| | | | | |
O.9 | | 2019 REMUNERATION REPORT | | Management | | For | | For | | |
| | | | | |
O.10 | | 2020 INCENTIVE SYSTEM FOR EMPLOYEES ‘IDENTIFIED STAFF’ | | Management | | For | | For | | |
| | | | | |
O.11 | | 2020 INCENTIVE SYSTEM FOR PERSONAL FINANCIAL ADVISORS ‘IDENTIFIED STAFF’ | | Management | | For | | For | | |
| | | | | |
O.12 | | AUTHORIZATION FOR THE PURCHASE AND DISPOSITION OF TREASURY SHARES IN ORDER TO SUPPORT THE 2020 PFA SYSTEM FOR THE PERSONAL FINANCIAL ADVISORS. RELATED AND CONSEQUENT RESOLUTIONS | | Management | | For | | For | | |
| | | | | |
O.13 | | AMENDMENTS TO THE PROCEDURES FOR SHAREHOLDERS’ MEETINGS | | Management | | For | | For | | |
| | | | | |
E.1 | | DELEGATION TO THE BOARD OF DIRECTORS, UNDER THE PROVISIONS OF SECTION 2443 OF THE ITALIAN CIVIL CODE, OF THE AUTHORITY TO RESOLVE, ON ONE OR MORE OCCASIONS FOR A MAXIMUM PERIOD OF FIVE YEARS STARTING FROM THE DATE OF THE SHAREHOLDERS’ RESOLUTION, TO CARRY OUT A FREE SHARE CAPITAL INCREASE, AS ALLOWED BY SECTION 2349 OF THE ITALIAN CIVIL CODE, FOR A MAXIMUM AMOUNT OF EUR 174,234.39 (TO BE ALLOCATED IN FULL TO SHARE CAPITAL) BY ISSUING UP TO 527,983 FINECOBANK NEW ORDINARY SHARES WITH A NOMINAL VALUE OF EUR 0.33 EACH, WITH THE SAME CHARACTERISTICS AS THOSE IN CIRCULATION AND WITH REGULAR DIVIDEND ENTITLEMENT, TO BE GRANTED TO THE IDENTIFIED STAFF 2020 OF FINECOBANK IN EXECUTION OF THE 2020 INCENTIVE SYSTEM CORRESPONDING UPDATES OF THE ARTICLES OF ASSOCIATION | | Management | | For | | For | | |
| | | | | |
E.2 | | DELEGATION TO THE BOARD OF DIRECTORS, UNDER THE PROVISIONS OF SECTION 2443 OF THE ITALIAN CIVIL CODE, OF THE AUTHORITY TO RESOLVE IN 2025 A FREE SHARE CAPITAL INCREASE, AS ALLOWED BY SECTION 2349 OF THE ITALIAN CIVIL CODE, FOR A MAXIMUM AMOUNT OF EUR 24,032.91 CORRESPONDING TO UP TO 72,827 FINECOBANK NEW ORDINARY SHARES WITH A NOMINAL VALUE OF EUR 0.33 EACH, WITH THE SAME CHARACTERISTICS AS THOSE IN CIRCULATION AND WITH REGULAR DIVIDEND ENTITLEMENT, TO BE GRANTED TO THE IDENTIFIED STAFF 2019 OF FINECOBANK IN EXECUTION OF THE 2019 INCENTIVE SYSTEM CORRESPONDING UPDATES OF THE ARTICLES OF ASSOCIATION | | Management | | For | | For | | |
| | | | | |
E.3 | | DELEGATION TO THE BOARD OF DIRECTORS, UNDER THE PROVISIONS OF SECTION 2443 OF THE ITALIAN CIVIL CODE, OF THE AUTHORITY TO RESOLVE IN 2024 A FREE SHARE CAPITAL INCREASE, AS ALLOWED BY SECTION 2349 OF THE ITALIAN CIVIL CODE, FOR A MAXIMUM AMOUNT OF EUR 37,788.63 CORRESPONDING TO UP TO 114,511 FINECOBANK NEW ORDINARY SHARES WITH A NOMINAL VALUE OF EUR 0.33 EACH, WITH THE SAME CHARACTERISTICS AS THOSE IN CIRCULATION AND WITH REGULAR DIVIDEND ENTITLEMENT, AND IN 2025 FOR A MAXIMUM AMOUNT OF EUR 70,029.30 CORRESPONDING TO UP TO 212,210 FINECOBANK NEW ORDINARY SHARES WITH A NOMINAL VALUE OF EUR 0.33 EACH, WITH THE SAME CHARACTERISTICS AS THOSE IN CIRCULATION AND WITH REGULAR DIVIDEND ENTITLEMENT, TO BE GRANTED TO THE BENEFICIARIES OF THE 2018-2020 LONG TERM INCENTIVE PLAN FOR EMPLOYEES CORRESPONDING UPDATES OF THE ARTICLES OF ASSOCIATION | | Management | | For | | For | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 372524 DUE TO RECEIPT OF-SLATES UNDER RESOLUTION 4.3. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL-BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK-YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST VOTE IF THE MEETING-REQUIRES APPROVAL FROM THE MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION | | Non-Voting | | | | | | |
| | | | | |
CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
1 | | OPENING OF THE MEETING | | Non-Voting | | | | | | |
| | | | | |
2 | | ELECTION OF CHAIRMAN OF THE MEETING: GUN NILSSON | | Non-Voting | | | | | | |
| | | | | |
3 | | PREPARATION AND APPROVAL OF THE VOTING LIST | | Non-Voting | | | | | | |
| | | | | |
4 | | APPROVAL OF THE AGENDA | | Non-Voting | | | | | | |
| | | | | |
5 | | ELECTION OF TWO PERSONS TO CHECK THE MINUTES | | Non-Voting | | | | | | |
| | | | | |
6 | | DETERMINATION OF COMPLIANCE WITH THE RULES OF CONVOCATION | | Non-Voting | | | | | | |
| | | | | |
7 | | THE MANAGING DIRECTOR’S REPORT | | Non-Voting | | | | | | |
| | | | | |
8.A | | PRESENTATION OF: THE ANNUAL REPORT, THE AUDITOR’S REPORT AND THE CONSOLIDATED- FINANCIAL STATEMENTS AND THE GROUP AUDITOR’S REPORT FOR THE FINANCIAL YEAR-2019 | | Non-Voting | | | | | | |
| | | | | |
8.B | | PRESENTATION OF: STATEMENT BY THE AUDITOR REGARDING WHETHER THE GUIDELINES-FOR REMUNERATION TO SENIOR EXECUTIVES, WHICH HAVE BEEN IN EFFECT SINCE THE-LAST ANNUAL GENERAL MEETING, HAVE BEEN OBSERVED | | Non-Voting | | | | | | |
| | | | | |
8.C | | PRESENTATION OF: THE PROPOSAL OF THE BOARD OF DIRECTORS FOR DISPOSITION OF-THE COMPANY’S RESULTS | | Non-Voting | | | | | | |
| | | | | |
9.A | | RESOLUTION REGARDING: ADOPTION OF THE STATEMENT OF INCOME AND THE BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME AND THE CONSOLIDATED BALANCE SHEET, AS PER 31 DECEMBER 2019 | | Management | | No Action | | | | |
| | | | | |
9.B | | RESOLUTION REGARDING: APPROPRIATION OF THE COMPANY’S PROFIT ACCORDING TO THE ADOPTED BALANCE SHEET | | Management | | No Action | | | | |
| | | | | |
9.C | | RESOLUTION REGARDING: DISCHARGE FROM LIABILITY OF THE BOARD OF DIRECTORS AND THE MANAGING DIRECTOR | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT RESOLUTIONS 10 TO 12 ARE PROPOSED BY NOMINATION COMMITTEE-AND BOARD DOES NOT MAKE ANY RECOMMENDATION ON THESE PROPOSALS. THE STANDING- INSTRUCTIONS ARE DISABLED FOR THIS MEETING | | Non-Voting | | | | | | |
| | | | | |
10 | | ESTABLISHMENT OF THE NUMBER OF MEMBERS AND DEPUTY MEMBERS OF THE BOARD OF DIRECTORS: THE NUMBER OF BOARD MEMBERS SHALL BE EIGHT, WITHOUT ANY DEPUTY MEMBERS | | Management | | No Action | | | | |
| | | | | |
11 | | ESTABLISHMENT OF FEES TO THE BOARD MEMBERS AND AUDITORS | | Management | | No Action | | | | |
| | | | | |
12 | | ELECTION OF BOARD MEMBERS AND AUDITORS: RE-ELECTION OF THE BOARD MEMBERS OLA ROLLEN, GUN NILSSON, ULRIKA FRANCKE, JOHN BRANDON, HENRIK HENRIKSSON, SOFIA SCHORLING HOGBERG AND MARTA SCHORLING ANDREEN AND NEW ELECTION OF PATRICK SODERLUND AS ORDINARY MEMBERS OF THE BOARD, RE-ELECTION OF THE ACCOUNTING COMPANY ERNST & YOUNG AB AS AUDITORS OF THE COMPANY, FOR A ONE YEAR PERIOD OF MANDATE, CONSEQUENTLY UP TO AND INCLUDING THE AGM 2021, IN ACCORDANCE WITH THE AUDIT COMMITTEE’S RECOMMENDATION, AND IT IS NOTED THAT THE ACCOUNTING COMPANY HAS STATED THAT AUTHORISED PUBLIC ACCOUNTANT ANDREAS TROBERG WILL BE APPOINTED AUDITOR IN CHARGE | | Management | | No Action | | | | |
| | | | | |
13 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: ELECTION OF MEMBERS OF THE NOMINATION COMMITTEE: RE- ELECTION OF MIKAEL EKDAHL (MELKER SCHORLING AB), JAN ANDERSSON (SWEDBANK ROBUR FONDER) AND JOHAN STRANDBERG (SEB INVESTMENT MANAGEMENT), AND NEW ELECTION OF ANDERS OSCARSSON (AMF OCH AMF FONDER) AS MEMBERS OF THE NOMINATION COMMITTEE IN RESPECT OF THE ANNUAL GENERAL MEETING 2021, ELECTION OF MIKAEL EKDAHL AS CHAIRMAN OF THE NOMINATION COMMITTEE | | Shareholder | | No Action | | | | |
| | | | | |
14 | | GUIDELINES FOR REMUNERATION TO SENIOR EXECUTIVES | | Management | | No Action | | | | |
| | | | | |
15 | | PROPOSAL FOR RESOLUTION REGARDING AMENDMENT OF THE ARTICLES OF ASSOCIATION: SECTION 1, SECTION 12, SECTION 13 | | Management | | No Action | | | | |
| | | | | |
16 | | CLOSING OF THE MEETING | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | 27 FEB 2020: DELETION OF COMMENT | | Non-Voting | | | | | | |
| | | | | |
CMMT | | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A- FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE- GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED- INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | IN CASE AMENDMENTS OR NEW RESOLUTIONS ARE PRESENTED DURING THE MEETING, YOUR- VOTE WILL DEFAULT TO ‘ABSTAIN’. SHARES CAN ALTERNATIVELY BE PASSED TO THE-CHAIRMAN OR A NAMED THIRD PARTY TO VOTE ON ANY SUCH ITEM RAISED. SHOULD YOU-WISH TO PASS CONTROL OF YOUR SHARES IN THIS WAY, PLEASE CONTACT YOUR-BROADRIDGE CLIENT SERVICE REPRESENTATIVE. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 25 MAR 2020: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS-AVAILABLE BY CLICKING ON THE MATERIAL URL LINKS:- https://www.journal- officiel.gouv.fr/balo/document/202002172000159-21 AND-https://www.journal- officiel.gouv.fr/balo/document/202003252000546-37; PLEASE-NOTE THAT THIS IS A REVISION DUE TO DELETION OF COMMENT & ADDITION OF URL-LINK. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS-YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
O.1 | | APPROVAL OF THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
O.2 | | APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
O.3 | | ALLOCATION OF INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 - SETTING OF THE DIVIDEND | | Management | | For | | For | | |
| | | | | |
O.4 | | AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 18 MONTHS TO ALLOW THE COMPANY TO TRADE IN ITS OWN SHARES | | Management | | For | | For | | |
| | | | | |
O.5 | | RENEWAL OF THE TERM OF OFFICE OF MR. BRIAN GILVARY AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.6 | | APPOINTMENT OF MRS. ANETTE BRONDER AS DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
O.7 | | APPOINTMENT OF MRS. KIM ANN MINK AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
O.8 | | STATUTORY AUDITORS’ SPECIAL REPORT ON THE AGREEMENTS REFERRED TO IN ARTICLES L. 225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL CODE | | Management | | For | | For | | |
| | | | | |
O.9 | | APPROVAL OF THE COMPENSATION ELEMENTS PAID DURING OR GRANTED TO MR. BENOIT POTIER FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
O.10 | | APPROVAL OF THE INFORMATION RELATING TO THE COMPENSATION OF CORPORATE OFFICERS MENTIONED IN SECTION I OF ARTICLE L. 225-37-3 OF THE FRENCH COMMERCIAL CODE | | Management | | For | | For | | |
| | | | | |
O.11 | | APPROVAL OF THE COMPENSATION POLICY APPLICABLE TO CORPORATE OFFICERS | | Management | | For | | For | | |
| | | | | |
O.12 | | SETTING OF THE AMOUNT OF THE GLOBAL ANNUAL COMPENSATION OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
E.13 | | AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 24 MONTHS TO REDUCE THE CAPITAL BY CANCELLATION OF TREASURY SHARES | | Management | | For | | For | | |
| | | | | |
E.14 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO INCREASE THE SHARE CAPITAL BY INCORPORATION OF PREMIUMS, RESERVES, PROFITS OR OTHERS, FOR A MAXIMUM AMOUNT OF 300 MILLION EUROS | | Management | | For | | For | | |
| | | | | |
E.15 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO PROCEED WITH CAPITAL INCREASES WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT RESERVED FOR MEMBERS OF A COMPANY OR GROUP SAVINGS PLAN | | Management | | For | | For | | |
| | | | | |
E.16 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 18 MONTHS TO PROCEED WITH CAPITAL INCREASES WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT RESERVED FOR A CATEGORY OF BENEFICIARIES | | Management | | For | | For | | |
| | | | | |
E.17 | | ALIGNMENT OF ARTICLE 11 OF THE BY-LAWS (COMPOSITION OF THE BOARD OF DIRECTORS) WITH THE PROVISIONS OF THE PACTE LAW REGARDING THE DIRECTORS REPRESENTING THE EMPLOYEES | | Management | | For | | For | | |
| | | | | |
E.18 | | AMENDMENT TO ARTICLE 15 OF THE BY-LAWS (POWERS OF THE BOARD OF DIRECTORS) CONCERNING THE MANAGEMENT DECISIONS OF THE BOARD (PACTE LAW) | | Management | | For | | For | | |
| | | | | |
E.19 | | ALIGNMENT OF ARTICLE 16 OF THE BY-LAWS (COMPENSATION) WITH THE PROVISIONS OF THE PACTE LAW CONCERNING THE COMPENSATION OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
E.20 | | AMENDMENT TO ARTICLE 9 OF THE BY-LAWS (IDENTIFICATION OF SHAREHOLDERS) CONCERNING THE CROSSING OF THRESHOLDS | | Management | | For | | For | | |
| | | | | |
E.21 | | AMENDMENT TO THE BY-LAWS CONCERNING THE COMPETENCE TO DECIDE OR AUTHORISE THE ISSUE OF BONDS | | Management | | For | | For | | |
| | | | | |
E.22 | | EXTENSION OF THE PERIOD OF VALIDITY OF THE COMPANY AND CORRELATIVE AMENDMENT TO THE BY-LAWS | | Management | | For | | For | | |
| | | | | |
O.23 | | POWERS TO CARRY OUT FORMALITIES | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST VOTE IF THE MEETING-REQUIRES APPROVAL FROM THE MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION | | Non-Voting | | | | | | |
| | | | | |
CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 306393 DUE TO RESOLUTION-17 IS NOT A SPLIT ITEM. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE-DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE-REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE-EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND-YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE-ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS-SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
1 | | OPENING OF THE MEETING | | Non-Voting | | | | | | |
| | | | | |
2 | | ELECTION OF CHAIRMAN OF THE MEETING: BJORN KRISTIANSSON, KANTER ADVOKATBYRA | | Non-Voting | | | | | | |
| | | | | |
3 | | PREPARATION AND APPROVAL OF THE VOTING LIST | | Non-Voting | | | | | | |
| | | | | |
4 | | APPROVAL OF THE AGENDA | | Non-Voting | | | | | | |
| | | | | |
5 | | ELECTION OF PERSONS TO ATTEST THE ACCURACY OF THE MINUTES (AND TO COUNT- VOTES) | | Non-Voting | | | | | | |
| | | | | |
6 | | DETERMINATION OF WHETHER THE MEETING HAS BEEN DULY CONVENED | | Non-Voting | | | | | | |
| | | | | |
7 | | PRESENTATION BY THE CEO | | Non-Voting | | | | | | |
| | | | | |
8 | | SUBMISSION OF THE ANNUAL ACCOUNTS AND THE AUDITOR’S REPORT, AND CONSOLIDATED- ACCOUNTS AND AUDITOR’S REPORT ON THE CONSOLIDATED ACCOUNTS, FOR THE FINANCIAL- YEAR 2019 | | Non-Voting | | | | | | |
| | | | | |
9 | | RESOLUTION ON ADOPTION OF PROFIT AND LOSS STATEMENT AND BALANCE SHEET AND CONSOLIDATED PROFIT AND LOSS STATEMENT AND CONSOLIDATED BALANCE SHEET | | Management | | No Action | | | | |
| | | | | |
10 | | RESOLUTION ON APPROPRIATION OF PROFIT | | Management | | No Action | | | | |
| | | | | |
11 | | RESOLUTION REGARDING DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE BOARD AND THE CEO FOR THE ADMINISTRATION DURING 2019 | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT RESOLUTIONS 12-15 ARE PROPOSED BY NOMINATION COMMITTEE AND- BOARD DOES NOT MAKE ANY RECOMMENDATION ON THIS PROPOSAL. THE STANDING- INSTRUCTIONS ARE DISABLED FOR THIS MEETING | | Non-Voting | | | | | | |
| | | | | |
12 | | DETERMINATION OF THE NUMBER OF BOARD MEMBERS AND DEPUTY BOARD MEMBERS: 9 BOARD MEMBERS AND 0 DEPUTY MEMBERS | | Management | | No Action | | | | |
| | | | | |
13 | | DETERMINATION OF REMUNERATION TO THE MEMBERS OF THE BOARD AND FEE TO THE AUDITOR | | Management | | No Action | | | | |
| | | | | |
14 | | ELECTION OF BOARD MEMBERS AND DEPUTY BOARD MEMBERS AS WELL AS CHAIRMAN OF THE BOARD: LIV FIKSDAHL, PER E. LARSSON (CHAIRMAN), HANS LARSSON, KRISTOFFER MELINDER, ANDREAS NASVIK , MAGDALENA PERSOON, ANDRES RUBIO, RAGNHILD WIBORG AND MAGNUS YNGEN (VICE-CHAIRMAN) AS DIRECTORS | | Management | | No Action | | | | |
| | | | | |
15 | | ELECTION OF AUDITOR: ERNST & YOUNG AB | | Management | | No Action | | | | |
| | | | | |
16 | | RESOLUTION REGARDING GUIDELINES FOR REMUNERATION AND OTHER TERMS OF EMPLOYMENT FOR KEY EXECUTIVES | | Management | | No Action | | | | |
| | | | | |
17 | | RESOLUTION REGARDING LONG-TERM INCENTIVE PROGRAM 2020 AND AUTHORIZATION FOR THE BOARD TO RESOLVE ON ACQUISITION AND TRANSFER OF OWN SHARES | | Management | | No Action | | | | |
| | | | | |
18 | | RESOLUTION REGARDING AUTHORIZATION FOR THE BOARD TO RESOLVE ON ACQUISITION AND TRANSFER OF OWN SHARES | | Management | | No Action | | | | |
| | | | | |
19 | | RESOLUTION REGARDING AMENDMENT TO SECTION 10 OF THE ARTICLES OF ASSOCIATION | | Management | | No Action | | | | |
| | | | | |
20.A | | RESOLUTION TO REDUCE THE SHARE CAPITAL BY WAY OF CANCELLATION OF REPURCHASED SHARES | | Management | | No Action | | | | |
| | | | | |
20.B | | RESOLUTION TO INCREASE THE SHARE CAPITAL BY WAY OF A BONUS ISSUE | | Management | | No Action | | | | |
| | | | | |
20.C | | RESOLUTION TO REDUCE THE SHARE CAPITAL BY WAY OF CANCELLATION OF REPURCHASED SHARES | | Management | | No Action | | | | |
| | | | | |
21 | | CONCLUSION OF THE MEETING | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 385288 DUE TO INCLUSION-OF WITHDRAWAL RESOLUTION 2. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL-BE DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE-REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE-EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND-YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE- ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS-SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
1 | | TO RECEIVE THE COMPANY’S ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS | | Management | | For | | For | | |
| | | | | |
2 | | TO DECLARE A FINAL DIVIDEND OF USD 0.20 PER ORDINARY SHARE FOR THE YEAR ENDED 31 DECEMBER 2019 | | Management | | Abstain | | Against | | |
| | | | | |
3 | | TO APPROVE THE ANNUAL REPORT ON REMUNERATION CONTAINED IN THE DIRECTORS’ REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 AS SET OUT ON PAGES 108 TO 137 OF THE 2019 ANNUAL REPORT | | Management | | For | | For | | |
| | | | | |
4 | | TO ELECT PHIL RIVETT (64), AN INDEPENDENT NON- EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
5 | | TO ELECT, DAVID TANG (65), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
6 | | TO RE-ELECT DAVID CONNER (71), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
7 | | TO RE-ELECT BYRON GROTE (72), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
8 | | TO RE-ELECT ANDY HALFORD (61), AN EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
9 | | TO RE-ELECT CHRISTINE HODGSON, CBE (55), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
10 | | TO RE-ELECT GAY HUEY EVANS, OBE (65), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
11 | | TO RE-ELECT NAGUIB KHERAJ (55), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
12 | | TO RE-ELECT NGOZI OKONJO-IWEALA (65), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
13 | | TO RE-ELECT CARLSON TONG (65), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
14 | | TO RE-ELECT JOSE VINALS (65), AS GROUP CHAIRMAN | | Management | | For | | For | | |
| | | | | |
15 | | TO RE-ELECT JASMINE WHITBREAD (56), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
16 | | TO RE-ELECT BILL WINTERS, CBE (58), AN EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
17 | | TO APPOINT ERNST & YOUNG LLP (EY) AS AUDITOR TO THE COMPANY FROM THE END OF THE AGM UNTIL THE END OF NEXT YEAR’S AGM | | Management | | For | | For | | |
| | | | | |
18 | | TO AUTHORISE THE AUDIT COMMITTEE, ACTING FOR AND ON BEHALF OF THE BOARD, TO SET THE REMUNERATION OF THE AUDITOR | | Management | | For | | For | | |
| | | | | |
19 | | THAT IN ACCORDANCE WITH SECTIONS 366 AND 367 OF THE COMPANIES ACT 2006, THE COMPANY AND ALL COMPANIES THAT ARE ITS SUBSIDIARIES DURING THE PERIOD FOR WHICH THIS RESOLUTION HAS EFFECT ARE AUTHORISED TO: (A) MAKE DONATIONS TO POLITICAL PARTIES AND/OR INDEPENDENT ELECTION CANDIDATES NOT EXCEEDING GBP 100,000 IN TOTAL; (B) MAKE DONATIONS TO POLITICAL ORGANISATIONS OTHER THAN POLITICAL PARTIES NOT EXCEEDING GBP 100,000 IN TOTAL; AND (C) INCUR POLITICAL EXPENDITURE NOT EXCEEDING GBP 100,000 IN TOTAL (AS SUCH TERMS ARE DEFINED IN SECTIONS 363 TO 365 OF THE COMPANIES ACT 2006) PROVIDED THAT THE AGGREGATE AMOUNT OF ANY SUCH DONATIONS AND EXPENDITURE SHALL NOT EXCEED GBP 100,000 DURING THE PERIOD BEGINNING WITH THE DATE OF PASSING OF THIS RESOLUTION AND EXPIRING AT THE END OF NEXT YEAR S AGM, UNLESS SUCH AUTHORITY HAS BEEN PREVIOUSLY RENEWED, REVOKED OR VARIED BY THE COMPANY IN A GENERAL MEETING AND PROVIDED THAT THE AUTHORISED SUM REFERRED TO IN PARAGRAPHS (A), (B) AND (C) MAY BE COMPRISED OF ONE OR MORE AMOUNTS IN DIFFERENT CURRENCIES WHICH, FOR THE PURPOSES OF CALCULATING THAT AUTHORISED SUM, SHALL BE CONVERTED INTO POUNDS STERLING AT THE RATE OF EXCHANGE PUBLISHED IN THE LONDON EDITION OF THE FINANCIAL TIMES ON THE DAY ON WHICH THE RELEVANT DONATION IS MADE OR THE RELEVANT EXPENDITURE IS INCURRED OR, IF EARLIER, ON THE DAY ON WHICH THE COMPANY OR ITS SUBSIDIARY ENTERS INTO ANY CONTRACT OR UNDERTAKING IN RELATION TO SUCH DONATION OR EXPENDITURE (OR, IF SUCH DAY IS NOT A BUSINESS DAY, THE FIRST BUSINESS DAY THEREAFTER) | | Management | | For | | For | | |
| | | | | |
20 | | THAT THE BOARD BE AUTHORISED: (A) TO MAKE AN OFFER TO THE HOLDERS OF ORDINARY SHARES (EXCLUDING ANY MEMBER HOLDING SHARES AS TREASURY SHARES) TO ELECT TO RECEIVE NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY, CREDITED AS FULLY PAID, IN LIEU OF ALL OR ANY PART OF ANY INTERIM OR FINAL DIVIDEND PAID IN RESPECT OF ANY FINANCIAL PERIOD OF THE COMPANY ENDING ON OR PRIOR TO 31 DECEMBER 2022 UPON SUCH TERMS AS THE BOARD MAY DETERMINE; AND (B) IN RESPECT OF ANY SUCH DIVIDEND TO CAPITALISE SUCH AMOUNT STANDING TO THE CREDIT OF THE COMPANY’S RESERVES OR FUNDS AS MAY BE NECESSARY, AND THE MAKING BY THE BOARD OF ANY SUCH OFFER AND ANY SUCH CAPITALISATION BY THE BOARD IN EACH CASE IN RESPECT OF ANY PRIOR FINANCIAL PERIOD IS CONFIRMED | | Management | | For | | For | | |
| | | | | |
21 | | THAT THE BOARD BE AUTHORISED TO ALLOT SHARES IN THE COMPANY AND TO GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT ANY SECURITY INTO SHARES IN THE COMPANY: (A) UP TO A NOMINAL AMOUNT OF USD 317,956,410.50 (SUCH AMOUNT TO BE RESTRICTED TO THE EXTENT THAT ANY ALLOTMENTS OR GRANTS ARE MADE UNDER PARAGRAPHS (B) OR (C) SO THAT IN TOTAL NO MORE THAN USD 529,927,351.50 CAN BE ALLOTTED UNDER PARAGRAPHS (A) AND (B) AND NO MORE THAN USD 1,059,854,703 CAN BE ALLOTTED UNDER PARAGRAPHS (A), (B) AND (C)); (B) UP TO A NOMINAL AMOUNT OF USD 529,927,351.50 (SUCH AMOUNT TO BE RESTRICTED TO THE EXTENT THAT ANY ALLOTMENTS OR GRANTS ARE MADE UNDER PARAGRAPHS (A) OR (C) SO THAT IN TOTAL NO MORE THAN USD 529,927,351.50 CAN BE ALLOTTED UNDER PARAGRAPHS (A) AND (B) AND NO MORE THAN USD 1,059,854,703 CAN BE ALLOTTED UNDER PARAGRAPHS (A), (B) AND (C)) IN CONNECTION WITH A SCRIP DIVIDEND SCHEME OR SIMILAR ARRANGEMENT IMPLEMENTED IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY; (C) COMPRISING EQUITY SECURITIES (AS DEFINED IN SECTION 560(1) OF THE COMPANIES ACT 2006) UP TO A NOMINAL AMOUNT OF USD 1,059,854,703 (SUCH AMOUNT TO BE RESTRICTED TO THE EXTENT THAT ANY ALLOTMENTS OR GRANTS ARE MADE UNDER PARAGRAPHS (A) OR (B) SO THAT IN TOTAL NO MORE THAN USD 1,059,854,703 CAN BE ALLOTTED UNDER PARAGRAPHS (A), (B) AND (C)) IN CONNECTION WITH AN OFFER BY WAY OF A RIGHTS ISSUE: (I) TO ORDINARY SHAREHOLDERS IN PROPORTION (AS NEARLY AS MAY BE PRACTICABLE) TO THEIR EXISTING HOLDINGS; AND (II) TO HOLDERS OF OTHER EQUITY SECURITIES AS REQUIRED BY THE RIGHTS OF THOSE SECURITIES OR AS THE BOARD OTHERWISE CONSIDERS NECESSARY, AND SO THAT THE BOARD MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS WHICH IT CONSIDERS NECESSARY OR APPROPRIATE TO DEAL WITH TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES, LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY OR ANY OTHER MATTER; AND (D) PURSUANT TO THE TERMS OF ANY EXISTING SHARE SCHEME OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR SUBSIDIARY UNDERTAKINGS ADOPTED PRIOR TO THE DATE OF THIS MEETING. SUCH AUTHORITIES TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT, IN EACH SUCH CASE, DURING THIS PERIOD THE COMPANY MAY MAKE OFFERS AND ENTER INTO AGREEMENTS WHICH WOULD, OR MIGHT, REQUIRE SHARES TO BE ALLOTTED OR RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES TO BE GRANTED AFTER THE AUTHORITY ENDS AND THE BOARD MAY ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED | | Management | | For | | For | | |
| | | | | |
22 | | THAT THE AUTHORITY GRANTED TO THE BOARD TO ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES UP TO A NOMINAL AMOUNT OF USD 317,956,410.50 PURSUANT TO PARAGRAPH (A) OF RESOLUTION 21 BE EXTENDED BY THE ADDITION OF SUCH NUMBER OF ORDINARY SHARES OF USD 0.50 EACH REPRESENTING THE NOMINAL AMOUNT OF THE COMPANY’S SHARE CAPITAL REPURCHASED BY THE COMPANY UNDER THE AUTHORITY GRANTED PURSUANT TO RESOLUTION 27, TO THE EXTENT THAT SUCH EXTENSION WOULD NOT RESULT IN THE AUTHORITY TO ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES PURSUANT TO RESOLUTION 21 EXCEEDING USD 1,059,854,703 | | Management | | For | | For | | |
| | | | | |
23 | | THAT, IN ADDITION TO ANY AUTHORITY GRANTED PURSUANT TO RESOLUTION 21 (IF PASSED), THE BOARD BE AUTHORISED TO ALLOT SHARES IN THE COMPANY AND TO GRANT RIGHTS TO SUBSCRIBE FOR OR TO CONVERT ANY SECURITY INTO SHARES IN THE COMPANY UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 317,956,410.50 (OR 635,912,821 SHARES), REPRESENTING APPROXIMATELY 20 PER CENT OF THE COMPANY’S NOMINAL ISSUED ORDINARY SHARE CAPITAL AS AT 13 MARCH 2020, IN RELATION TO ANY ISSUE BY THE COMPANY OR ANY SUBSIDIARY OR SUBSIDIARY UNDERTAKING OF THE COMPANY (TOGETHER, THE GROUP) OF EQUITY CONVERTIBLE ADDITIONAL TIER 1 SECURITIES (ECAT1 SECURITIES) THAT AUTOMATICALLY CONVERT INTO OR ARE EXCHANGED FOR ORDINARY SHARES IN THE COMPANY IN PRESCRIBED CIRCUMSTANCES WHERE THE BOARD CONSIDERS THAT SUCH AN ISSUANCE OF ECAT1 SECURITIES WOULD BE DESIRABLE IN CONNECTION WITH, OR FOR THE PURPOSES OF COMPLYING WITH OR MAINTAINING COMPLIANCE WITH THE REGULATORY CAPITAL REQUIREMENTS OR TARGETS APPLICABLE TO THE GROUP FROM TIME TO TIME, SUCH AUTHORITY TO EXPIRE AT THE END OF NEXT YEAR S AGM (OR, IF EARLIER, AT THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT SO THAT, IN THE PERIOD BEFORE THE AUTHORITY ENDS, THE COMPANY MAY MAKE OFFERS AND ENTER INTO AGREEMENTS WHICH WOULD, OR MIGHT, REQUIRE SHARES TO BE ALLOTTED OR RIGHTS TO SUBSCRIBE FOR OR TO CONVERT SECURITIES INTO SHARES TO BE GRANTED AFTER THE AUTHORITY ENDS AND THE BOARD MAY ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED | | Management | | For | | For | | |
| | | | | |
24 | | THAT IF RESOLUTION 21 IS PASSED, THE BOARD BE GIVEN POWER TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE COMPANIES ACT 2006) FOR CASH UNDER THE AUTHORITY GIVEN BY THAT RESOLUTION AND/OR SELL ORDINARY SHARES HELD BY THE COMPANY AS TREASURY SHARES FOR CASH AS IF SECTION 561 OF THE COMPANIES ACT 2006 DID NOT APPLY TO SUCH ALLOTMENT OR SALE, SUCH POWER TO BE LIMITED: (A) TO THE ALLOTMENT OF EQUITY SECURITIES AND SALE OF TREASURY SHARES FOR CASH IN CONNECTION WITH A SCRIP DIVIDEND SCHEME OR SIMILAR ARRANGEMENT IMPLEMENTED IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY; (B) TO THE ALLOTMENT OF EQUITY SECURITIES AND SALE OF TREASURY SHARES FOR CASH IN CONNECTION WITH AN OFFER OF, OR INVITATION TO APPLY FOR, EQUITY SECURITIES UNDER THE AUTHORITIES GRANTED UNDER PARAGRAPHS (A) AND (C) OF RESOLUTION 21 (BUT IN THE CASE OF THE AUTHORITY GRANTED UNDER PARAGRAPH (C) OF RESOLUTION 21, BY WAY OF A RIGHTS ISSUE ONLY): (I) TO ORDINARY SHAREHOLDERS IN PROPORTION (AS NEARLY AS MAY BE PRACTICABLE) TO THEIR EXISTING HOLDINGS; AND (II) TO HOLDERS OF OTHER EQUITY SECURITIES AS REQUIRED BY THE RIGHTS OF THOSE SECURITIES OR AS THE BOARD OTHERWISE CONSIDERS NECESSARY, AND SO THAT THE BOARD MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS WHICH IT CONSIDERS NECESSARY OR APPROPRIATE TO DEAL WITH TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES, LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY OR ANY OTHER MATTER; AND (C) IN THE CASE OF THE AUTHORITY GRANTED UNDER PARAGRAPH (A) OF RESOLUTION 21 AND/OR IN THE CASE OF ANY SALE OF TREASURY SHARES FOR CASH, TO THE ALLOTMENT (OTHERWISE THAN UNDER PARAGRAPHS (A) AND (B)) OF EQUITY SECURITIES OR SALE OF TREASURY SHARES UP TO A NOMINAL AMOUNT OF USD 79,489,102.50, SUCH POWER TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT, IN EACH CASE, DURING THIS PERIOD THE COMPANY MAY MAKE OFFERS, AND ENTER INTO AGREEMENTS, WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES TO BE ALLOTTED (AND TREASURY SHARES TO BE SOLD) AFTER THE POWER ENDS AND THE BOARD MAY ALLOT EQUITY SECURITIES (AND SELL TREASURY SHARES) UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE POWER HAD NOT ENDED | | Management | | For | | For | | |
| | | | | |
25 | | THAT IF RESOLUTION 21 IS PASSED, THE BOARD BE GIVEN POWER IN ADDITION TO ANY POWER GRANTED UNDER RESOLUTION 24 TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE COMPANIES ACT 2006) FOR CASH UNDER THE AUTHORITY GRANTED UNDER PARAGRAPH (A) OF RESOLUTION 21 AND/ OR SELL ORDINARY SHARES HELD BY THE COMPANY AS TREASURY SHARES FOR CASH AS IF SECTION 561 OF THE COMPANIES ACT 2006 DID NOT APPLY TO SUCH ALLOTMENT OR SALE, SUCH POWER TO BE: (A) LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES OR SALE OF TREASURY SHARES UP TO A NOMINAL AMOUNT OF USD 79,489,102.50; AND (B) USED ONLY FOR THE PURPOSES OF FINANCING (OR REFINANCING, IF THE AUTHORITY IS TO BE USED WITHIN SIX MONTHS AFTER THE ORIGINAL TRANSACTION) A TRANSACTION WHICH THE BOARD DETERMINES TO BE AN ACQUISITION OR OTHER CAPITAL INVESTMENT OF A KIND CONTEMPLATED BY THE STATEMENT OF PRINCIPLES ON DISAPPLYING PRE- EMPTION RIGHTS MOST RECENTLY PUBLISHED BY THE PRE-EMPTION GROUP PRIOR TO THE DATE OF THIS NOTICE OR FOR THE PURPOSES OF REFINANCING SUCH A TRANSACTION WITHIN SIX MONTHS OF ITS TAKING PLACE, SUCH POWER TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT, IN EACH CASE, DURING THIS PERIOD THE COMPANY MAY MAKE OFFERS, AND ENTER INTO AGREEMENTS, WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES TO BE ALLOTTED (AND TREASURY SHARES TO BE SOLD) AFTER THE POWER ENDS AND THE BOARD MAY ALLOT EQUITY SECURITIES (AND SELL TREASURY SHARES) UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE POWER HAD NOT ENDED | | Management | | For | | For | | |
| | | | | |
26 | | THAT, IN ADDITION TO THE POWERS GRANTED PURSUANT TO RESOLUTIONS 24 AND 25 (IF PASSED), AND IF RESOLUTION 23 IS PASSED, THE BOARD BE GIVEN THE POWER TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE COMPANIES ACT 2006) FOR CASH UNDER THE AUTHORITY GIVEN BY RESOLUTION 23 AS IF SECTION 561 OF THE COMPANIES ACT 2006 DID NOT APPLY, SUCH AUTHORITY TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT, IN EACH CASE, DURING THIS PERIOD THE COMPANY MAY MAKE OFFERS AND ENTER INTO AGREEMENTS WHICH WOULD, OR MIGHT, REQUIRE SHARES TO BE ALLOTTED OR RIGHTS TO SUBSCRIBE FOR OR TO CONVERT SECURITIES INTO SHARES TO BE GRANTED AFTER THE AUTHORITY ENDS AND THE BOARD MAY ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED | | Management | | For | | For | | |
| | | | | |
27 | | THAT THE COMPANY BE AUTHORISED FOR THE PURPOSES OF SECTION 701 OF THE COMPANIES ACT 2006 TO MAKE MARKET PURCHASES (AS DEFINED IN THE COMPANIES ACT 2006) OF ITS ORDINARY SHARES OF USD 0.50 EACH PROVIDED THAT: (A) THE COMPANY DOES NOT PURCHASE MORE THAN 317,956,410 SHARES UNDER THIS AUTHORITY; (B) THE COMPANY DOES NOT PAY LESS FOR EACH SHARE (BEFORE EXPENSES) THAN THE NOMINAL VALUE OF THE SHARE; AND (C) THE COMPANY DOES NOT PAY MORE FOR EACH SHARE (BEFORE EXPENSES) THAN THE HIGHER OF (I) FIVE PER CENT OVER THE AVERAGE OF THE MIDDLE MARKET PRICES OF THE ORDINARY SHARES ACCORDING TO THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE FOR THE FIVE BUSINESS DAYS IMMEDIATELY BEFORE THE DATE ON WHICH THE COMPANY AGREES TO BUY THE SHARES AND (II) THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT INDEPENDENT PURCHASE BID ON THE TRADING VENUE WHERE THE PURCHASE IS CARRIED OUT (INCLUDING WHEN THE SHARES ARE TRADED ON DIFFERENT TRADING VENUES), SUCH AUTHORITY TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT DURING THIS PERIOD THE COMPANY MAY AGREE TO PURCHASE SHARES WHERE THE PURCHASE MAY NOT BE COMPLETED (FULLY OR PARTLY) UNTIL AFTER THE AUTHORITY ENDS AND THE COMPANY MAY MAKE A PURCHASE OF ORDINARY SHARES IN ACCORDANCE WITH ANY SUCH AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED. FOR THE PURPOSES OF DETERMINING COMPLIANCE WITH THE CONDITIONS IN PARAGRAPHS (B) AND (C), THE NOMINAL VALUE OF THE SHARE OR THE RELEVANT PRICE (RESPECTIVELY) SHALL, IF NECESSARY, BE CONVERTED INTO THE CURRENCY IN WHICH THE PURCHASE IS TO BE MADE, CALCULATED BY REFERENCE TO THE SPOT RATE OF EXCHANGE BETWEEN THE CURRENCY OF THE NOMINAL VALUE OR OF THE PRICE (AS APPLICABLE) AND THE CURRENCY IN WHICH THE PURCHASE IS TO BE MADE, AS DISPLAYED ON THE APPROPRIATE PAGE OF THE BLOOMBERG SCREEN (OR ON THE APPROPRIATE PAGE OF SUCH OTHER INFORMATION SERVICE WHICH PUBLISHES THAT RATE FROM TIME TO TIME) AT OR AROUND 11.00AM UK TIME ON THE BUSINESS DAY BEFORE THE DAY THE COMPANY AGREES TO BUY SUCH SHARE. STANDARD CHARTERED 16 NOTICE OF ANNUAL GENERAL MEETING 2020 891413 (STANDARD CHARTERED) NOTICE OF AGM CIR (ENG) 21/03/2020 M40 P.16 THE BOARD CONSIDERS THAT THE RESOLUTIONS IN THIS NOTICE OF MEETING ARE IN THE BEST INTERESTS OF THE COMPANY AND SHAREHOLDERS AS A WHOLE AND RECOMMEND ALL SHAREHOLDERS VOTE IN FAVOUR OF ALL THE RESOLUTIONS, AS THE DIRECTORS INTEND TO DO IN RESPECT OF THEIR OWN SHARES, WITH THE EXCEPTION OF RESOLUTION 21. BY ORDER OF THE BOARD AMANDA MELLOR GROUP COMPANY SECRETARY STANDARD CHARTERED PLC 1 BASINGHALL AVENUE, LONDON EC2V 5DD REGISTERED IN ENGLAND AND WALES NUMBER 966425 27 MARCH 2020 EXISTING ARTICLES OF ASSOCIATION SINCE THEY WERE LAST AMENDED IN 2010. THE NEW ARTICLES TAKE ACCOUNT OF DEVELOPMENTS IN MARKET PRACTICE AND TECHNOLOGICAL ADVANCEMENTS REGARDING SHAREHOLDER ACCESSIBILITY AND PARTICIPATION AT THE COMPANY S GENERAL MEETINGS, FOR EXAMPLE BY PERMITTING THE COMPANY TO HOLD GENERAL MEETINGS PARTLY THROUGH AN ELECTRONIC PLATFORM. THE AMENDMENTS WILL ALSO PROVIDE GREATER FLEXIBILITY IN DECIDING DIVIDEND PAYMENT METHODS, ENSURING SHAREHOLDERS RECEIVE THEIR PAYMENTS PROMPTLY AND SECURELY. UNDER THE NEW ARTICLES, THE COMPANY WILL BE ABLE TO MAXIMISE ITS CAPACITY TO LOCATE AND UNITE CERTAIN GONE-AWAY AND LOST SHAREHOLDERS WITH THEIR DIVIDENDS AND/ OR SHARES THROUGH AN UNCLAIMED ASSET REUNIFICATION PROGRAMME. THE PRINCIPAL CHANGES ARE SET OUT IN APPENDIX 2 ON PAGES 25 AND 26. OTHER CHANGES WHICH ARE OF A MINOR, TECHNICAL OR CLARIFYING NATURE HAVE NOT BEEN SUMMARISED IN THAT APPENDIX. THE NEW ARTICLES WILL, IF RESOLUTION 29 IS PASSED, BECOME EFFECTIVE AT CONCLUSION OF THE AGM. NOTICE OF GENERAL MEETINGS RESOLUTION 30 PRESERVES THE COMPANY S ABILITY TO CALL GENERAL MEETINGS (OTHER THAN AN AGM) ON 14 CLEAR DAYS NOTICE. 30. THAT A GENERAL MEETING OTHER THAN AN ANNUAL GENERAL MEETING MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS NOTICE. THE NOTICE PERIOD REQUIRED FOR GENERAL MEETINGS OF THE COMPANY IS 21 DAYS UNLESS SHAREHOLDERS APPROVE A SHORTER NOTICE PERIOD, WHICH CANNOT HOWEVER BE LESS THAN 14 CLEAR DAYS (AGMS ARE STILL REQUIRED TO BE HELD ON AT LEAST 21 CLEAR DAYS NOTICE). RESOLUTION 30 SEEKS SUCH APPROVAL. THE APPROVAL WILL BE EFFECTIVE UNTIL THE COMPANY S NEXT ANNUAL GENERAL MEETING, WHEN IT IS INTENDED THAT A SIMILAR RESOLUTION WILL BE PROPOSED. NOTE THAT, IN ORDER TO BE ABLE TO CALL A GENERAL MEETING ON LESS THAN 21 CLEAR DAYS NOTICE, THE COMPANY MUST MAKE A MEANS OF ELECTRONIC VOTING AVAILABLE TO ALL SHAREHOLDERS FOR THAT MEETING. THE SHORTER NOTICE PERIOD WOULD NOT BE USED ROUTINELY FOR SUCH MEETINGS, BUT ONLY WHERE THE FLEXIBILITY IS MERITED BY THE BUSINESS OF THE MEETING AND IS THOUGHT TO BE TO THE ADVANTAGE OF SHAREHOLDERS AS A WHOLE. IN ACCORDANCE WITH RULE 7.19A(1) OF THE HONG KONG LISTING RULES, THE DIRECTORS (EXCLUDING INDEPENDENT NON-EXECUTIVE DIRECTORS) AND THEIR RESPECTIVE ASSOCIATES WILL ABSTAIN FROM VOTING IN FAVOUR OF RESOLUTION 21 FOR THE REASONS SET OUT ON PAGES 12 AND 13 OF THIS DOCUMENT. THE CURRENCY IN WHICH THE PURCHASE IS TO BE MADE, CALCULATED BY REFERENCE TO THE SPOT RATE OF EXCHANGE BETWEEN THE CURRENCY OF THE NOMINAL VALUE OR OF THE RELEVANT PRICE (AS APPLICABLE) AND THE CURRENCY IN WHICH THE PURCHASE IS TO BE MADE, AS DISPLAYED ON THE APPROPRIATE PAGE OF THE BLOOMBERG SCREEN (OR ON THE APPROPRIATE PAGE OF SUCH OTHER INFORMATION SERVICE WHICH PUBLISHES THAT RATE FROM TIME TO TIME) AT OR AROUND 11.00AM UK TIME ON THE BUSINESS DAY BEFORE THE DAY THE COMPANY AGREES TO BUY SUCH SHARE | | Management | | For | | For | | |
| | | | | |
28 | | THAT THE COMPANY BE AUTHORISED TO MAKE MARKET PURCHASES (AS DEFINED IN THE COMPANIES ACT 2006) OF UP TO 15,000 PREFERENCE SHARES OF USD 5.00 EACH AND UP TO 195,285,000 PREFERENCE SHARES OF GBP 1.00 EACH PROVIDED THAT: (A) THE COMPANY DOES NOT PAY LESS FOR EACH SHARE (BEFORE EXPENSES) THAN THE NOMINAL VALUE OF THE SHARE; AND (B) THE COMPANY DOES NOT PAY MORE FOR EACH SHARE (BEFORE EXPENSES) THAN 25 PER CENT ABOVE THE FOLLOWING: (I) IN RESPECT OF THE USD PREFERENCE SHARES, THE BLOOMBERG FIT COMPOSITE BID PRICE SHOWN ON THE RELEVANT BLOOMBERG PAGE ALLQ FOR THE RELEVANT PREFERENCE SHARE (OR ANY REPLACEMENT PAGE WHICH DISPLAYS THAT PRICE) AT OR AROUND 11.00AM UK TIME ON THE BUSINESS DAY BEFORE THE DAY ON WHICH THE COMPANY AGREES TO BUY SUCH SHARE; (II) IN RESPECT OF THE GBP PREFERENCE SHARES, THE LONDON STOCK EXCHANGE BID PRICE SHOWN ON THE RELEVANT BLOOMBERG PAGE ALLQ FOR THE RELEVANT PREFERENCE SHARE (OR ANY REPLACEMENT PAGE WHICH DISPLAYS THAT PRICE) AT OR AROUND 11.00AM UK TIME ON THE BUSINESS DAY BEFORE THE DAY ON WHICH THE COMPANY AGREES TO BUY SUCH SHARE; (III) IN RESPECT OF EITHER USD OR GBP PREFERENCE SHARES, WHERE THE RELEVANT BID PRICE IS NOT AVAILABLE UNDER (I) OR (II), THE HIGHEST INDEPENDENT BID PRICE SHOWN ON THE RELEVANT BLOOMBERG PAGE ALLQ FOR THE RELEVANT PREFERENCE SHARE (OR ANY REPLACEMENT PAGE WHICH DISPLAYS THAT PRICE) AT OR AROUND 11.00AM UK TIME ON THE BUSINESS DAY BEFORE THE DAY ON WHICH THE COMPANY AGREES TO BUY SUCH SHARE, SUCH AUTHORITY TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT DURING THIS PERIOD THE COMPANY MAY AGREE TO PURCHASE SHARES WHERE THE PURCHASE MAY NOT BE COMPLETED (FULLY OR PARTLY) UNTIL AFTER THE AUTHORITY ENDS AND THE COMPANY MAY MAKE A PURCHASE OF SHARES IN ACCORDANCE WITH ANY SUCH AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED. FOR THE PURPOSES OF DETERMINING COMPLIANCE WITH THE CONDITIONS IN PARAGRAPHS (A) AND (B), THE NOMINAL VALUE OF THE SHARE OR THE RELEVANT PRICE (RESPECTIVELY) SHALL, IF NECESSARY, BE CONVERTED INTO THE EFFECT OF THIS RESOLUTION IS TO RENEW THE AUTHORITY GRANTED TO THE COMPANY TO PURCHASE ITS OWN SHARES UP TO A MAXIMUM OF 317,956,410 ORDINARY SHARES UNTIL NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) AT, OR BETWEEN, THE MINIMUM AND MAXIMUM PRICES SPECIFIED IN THIS RESOLUTION. THIS IS APPROXIMATELY 10 PER CENT OF THE COMPANY S ISSUED ORDINARY SHARE CAPITAL AS AT 13 MARCH 2020 (THE LATEST PRACTICABLE DATE PRIOR TO THE PUBLICATION OF THIS DOCUMENT). NO REPURCHASES OF SHARES WILL BE CONDUCTED ON THE STOCK EXCHANGE OF HONG KONG LIMITED. THE DIRECTORS BELIEVE THAT IT IS IN THE BEST INTERESTS OF THE COMPANY AND ALL OF ITS SHAREHOLDERS TO HAVE A GENERAL AUTHORITY FOR THE COMPANY TO BUY BACK ITS ORDINARY SHARES IN THE MARKET. THE DIRECTORS INTEND TO KEEP UNDER REVIEW THE POTENTIAL TO PURCHASE ORDINARY SHARES. PURCHASES WILL ONLY BE MADE IF THE DIRECTORS CONSIDER THAT THE PURCHASE WOULD BE FOR THE BENEFIT OF THE COMPANY AND OF ITS SHAREHOLDERS GENERALLY, TAKING INTO ACCOUNT RELEVANT FACTORS AND CIRCUMSTANCES AT THAT TIME, FOR EXAMPLE THE EFFECT ON EARNINGS PER SHARE. THE COMPANIES ACT 2006 PERMITS THE COMPANY TO HOLD ANY SUCH BOUGHT BACK SHARES IN TREASURY AS AN ALTERNATIVE TO CANCELLING THEM IMMEDIATELY. IF THE COMPANY PURCHASES ANY OF ITS ORDINARY SHARES AND HOLDS THEM IN TREASURY, THE COMPANY MAY SELL THESE SHARES (OR ANY OF THEM) FOR CASH, TRANSFER THESE SHARES (OR ANY OF THEM) FOR THE PURPOSES OF OR PURSUANT TO AN EMPLOYEE SHARE SCHEME, CANCEL THESE SHARES (OR ANY OF THEM) OR CONTINUE TO HOLD THEM IN TREASURY. HOLDING SUCH SHARES IN TREASURY GIVES THE COMPANY THE ABILITY TO REISSUE THEM QUICKLY AND COST EFFECTIVELY AND PROVIDES ADDITIONAL FLEXIBILITY IN THE MANAGEMENT OF THE COMPANY S CAPITAL BASE. NO DIVIDENDS WILL BE PAID ON, AND NO VOTING RIGHTS WILL BE EXERCISED, IN RESPECT OF SHARES HELD IN TREASURY. THE DIRECTORS INTEND TO DECIDE WHETHER TO CANCEL SHARES PURCHASED PURSUANT TO THIS AUTHORITY OR HOLD THEM IN TREASURY BASED ON THE INTERESTS OF THE COMPANY AND SHAREHOLDERS AS A WHOLE AT THE RELEVANT TIME. THE TOTAL NUMBER OF OPTIONS TO SUBSCRIBE FOR ORDINARY SHARES OUTSTANDING AT 13 MARCH 2020, THE LATEST PRACTICABLE DATE PRIOR TO THE PUBLICATION OF THIS DOCUMENT, WAS 77,399,464, WHICH REPRESENTED 2.43 PER CENT OF THE ISSUED ORDINARY SHARE CAPITAL AT THAT DATE. AS AT 13 MARCH 2020, THE LATEST PRACTICABLE DATE PRIOR TO THE PUBLICATION OF THIS DOCUMENT, THERE WERE NO WARRANTS OVER ORDINARY SHARES OUTSTANDING. IF THE COMPANY WERE TO PURCHASE THE MAXIMUM NUMBER OF ORDINARY SHARES PERMITTED UNDER THIS RESOLUTION, THE PROPORTION OF ORDINARY SHARES SUBJECT TO OUTSTANDING OPTIONS WOULD REPRESENT APPROXIMATELY 3.06 PER CENT OF THE ISSUED ORDINARY SHARE CAPITAL AS AT 13 MARCH 2020. PURCHASE OF OWN ORDINARY SHARES OR PREFERENCE SHARES RESOLUTIONS 27 AND 28 SEEK AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN ORDINARY SHARES OR PREFERENCE SHARES SUBJECT TO SPECIFIED LIMITS AND CONDITIONS. 27. THAT THE COMPANY BE AUTHORISED FOR THE PURPOSES OF SECTION 701 OF THE COMPANIES ACT 2006 TO MAKE MARKET PURCHASES (AS DEFINED IN THE COMPANIES ACT 2006) OF ITS ORDINARY SHARES OF USD 0.50 EACH PROVIDED THAT: (A) THE COMPANY DOES NOT PURCHASE MORE THAN 317,956,410 SHARES UNDER THIS AUTHORITY; (B) THE COMPANY DOES NOT PAY LESS FOR EACH SHARE (BEFORE EXPENSES) THAN THE NOMINAL VALUE OF THE SHARE; AND (C) THE COMPANY DOES NOT PAY MORE FOR EACH SHARE (BEFORE EXPENSES) THAN THE HIGHER OF (I) FIVE PER CENT OVER THE AVERAGE OF THE MIDDLE MARKET PRICES OF THE ORDINARY SHARES ACCORDING TO THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE FOR THE FIVE BUSINESS DAYS IMMEDIATELY BEFORE THE DATE ON WHICH THE COMPANY AGREES TO BUY THE SHARES AND (II) THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT INDEPENDENT PURCHASE BID ON THE TRADING VENUE WHERE THE PURCHASE IS CARRIED OUT (INCLUDING WHEN THE SHARES ARE TRADED ON DIFFERENT TRADING VENUES), SUCH AUTHORITY TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT DURING THIS PERIOD THE COMPANY MAY AGREE TO PURCHASE SHARES WHERE THE PURCHASE MAY NOT BE COMPLETED (FULLY OR PARTLY) UNTIL AFTER THE AUTHORITY ENDS AND THE COMPANY MAY MAKE A PURCHASE OF ORDINARY SHARES IN ACCORDANCE WITH ANY SUCH AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED. FOR THE PURPOSES OF DETERMINING COMPLIANCE WITH THE CONDITIONS IN PARAGRAPHS (B) AND (C), THE NOMINAL VALUE OF THE SHARE OR THE RELEVANT PRICE (RESPECTIVELY) SHALL, IF NECESSARY, BE CONVERTED INTO THE CURRENCY IN WHICH THE PURCHASE IS TO BE MADE, CALCULATED BY REFERENCE TO THE SPOT RATE OF EXCHANGE BETWEEN THE CURRENCY OF THE NOMINAL VALUE OR OF THE PRICE (AS APPLICABLE) AND THE CURRENCY IN WHICH THE PURCHASE IS TO BE MADE, AS DISPLAYED ON THE APPROPRIATE PAGE OF THE BLOOMBERG SCREEN (OR ON THE APPROPRIATE PAGE OF SUCH OTHER INFORMATION SERVICE WHICH PUBLISHES THAT RATE FROM TIME TO TIME) AT OR AROUND 11.00AM UK TIME ON THE BUSINESS DAY BEFORE THE DAY THE COMPANY AGREES TO BUY SUCH SHARE. STANDARD CHARTERED 16 NOTICE OF ANNUAL GENERAL MEETING 2020 891413 (STANDARD CHARTERED) NOTICE OF AGM CIR (ENG) 21/03/2020 M40 P.16 THE BOARD CONSIDERS THAT THE RESOLUTIONS IN THIS NOTICE OF MEETING ARE IN THE BEST INTERESTS OF THE COMPANY AND SHAREHOLDERS AS A WHOLE AND RECOMMEND ALL SHAREHOLDERS VOTE IN FAVOUR OF ALL THE RESOLUTIONS, AS THE DIRECTORS INTEND TO DO IN RESPECT OF THEIR OWN SHARES, WITH THE EXCEPTION OF RESOLUTION 21 | | Management | | For | | For | | |
| | | | | |
29 | | THAT WITH EFFECT FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING, THE ARTICLES OF ASSOCIATION PRODUCED TO THE MEETING, AND INITIALLED FOR THE PURPOSE OF IDENTIFICATION BY THE GROUP CHAIRMAN, BE AND ARE HEREBY ADOPTED AS THE ARTICLES OF ASSOCIATION OF THE COMPANY, IN SUBSTITUTION FOR, AND TO THE EXCLUSION OF, THE EXISTING ARTICLES OF ASSOCIATION | | Management | | For | | For | | |
| | | | | |
30 | | THAT A GENERAL MEETING OTHER THAN AN ANNUAL GENERAL MEETING MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS’ NOTICE | | Management | | For | | For | | |
| | | | | |
CMMT | | 23 APR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO THE CHANGE IN VOTING-STATUS OF RESOLUTION 2, WHICH HAD PREVIOUSLY BEEN WITHDRAWN. IF YOU HAVE-ALREADY SENT IN YOUR VOTES TO MID 397601, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST VOTE IF THE MEETING-REQUIRES APPROVAL FROM THE MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION | | Non-Voting | | | | | | |
| | | | | |
CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
1 | | OPENING OF THE MEETING AND ELECTION OF CHAIR: SVEN UNGER | | Non-Voting | | | | | | |
| | | | | |
2 | | PREPARATION AND APPROVAL OF VOTING REGISTER | | Non-Voting | | | | | | |
| | | | | |
3 | | APPROVAL OF THE AGENDA | | Non-Voting | | | | | | |
| | | | | |
4 | | ELECTION OF ONE OR TWO PERSONS TO ATTEST THE MINUTES | | Non-Voting | | | | | | |
| | | | | |
5 | | DETERMINATION WHETHER THE MEETING HAS BEEN DULY CONVENED | | Non-Voting | | | | | | |
| | | | | |
6 | | PRESENTATION OF THE ANNUAL REPORT AND THE AUDITOR’S REPORT AS WELL AS THE- CONSOLIDATED FINANCIAL STATEMENTS AND THE CONSOLIDATED AUDITOR’S REPORT | | Non-Voting | | | | | | |
| | | | | |
7 | | QUESTIONS FROM SHAREHOLDERS TO THE BOARD OF DIRECTORS AND THE MANAGEMENT | | Non-Voting | | | | | | |
| | | | | |
8.A | | DECISION REGARDING: ADOPTION OF THE INCOME STATEMENT AND BALANCE SHEET AS WELL AS THE CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED BALANCE SHEET | | Management | | No Action | | | | |
| | | | | |
8.B | | DECISION REGARDING: DISCHARGE FROM LIABILITY FOR BOARD MEMBERS AND THE CEO | | Management | | No Action | | | | |
| | | | | |
8.C | | DECISION REGARDING: ALLOCATION OF THE COMPANY’S PROFIT OR LOSS ACCORDING TO THE ADOPTED BALANCE SHEET: SEK 1.20 PER SHARE | | Management | | No Action | | | | |
| | | | | |
8.D | | DECISION REGARDING: RECORD DATE FOR RECEIVING THE DIVIDEND | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT RESOLUTIONS 9, 10 AND 11 ARE PROPOSED BY NOMINATION-COMMITTEE AND BOARD DOES NOT MAKE ANY RECOMMENDATION ON THIS PROPOSAL. THE-STANDING INSTRUCTIONS ARE DISABLED FOR THIS MEETING | | Non-Voting | | | | | | |
| | | | | |
9.A | | DETERMINATION OF THE NUMBER OF BOARD MEMBERS: THAT NINE BOARD MEMBERS BE ELECTED. THAT ONE REGISTERED AUDITING COMPANY BE ELECTED | | Management | | No Action | | | | |
| | | | | |
9.B | | DETERMINATION OF THE NUMBER OF AUDITORS AND DEPUTY AUDITORS OR REGISTERED AUDITING COMPANIES | | Management | | No Action | | | | |
| | | | | |
10.A | | ELECTION OF BOARD MEMBERS: THAT THE FOLLOWING BOARD MEMBERS ARE RE-ELECTED: LENNART EVRELL, JOHAN FORSSELL, JEANE HULL, RONNIE LETEN, ULLA LITZEN, ASTRID SKARHEIM ONSUM AND ANDERS ULLBERG. THAT SIGURD MAREELS AND HELENA HEDBLOM ARE APPOINTED AS NEW BOARD MEMBERS | | Management | | No Action | | | | |
| | | | | |
10.B | | ELECTION OF CHAIR OF THE BOARD: THAT RONNIE LETEN IS RE-ELECTED CHAIR OF THE BOARD | | Management | | No Action | | | | |
| | | | | |
10.C | | ELECTION OF AUDITORS AND DEPUTY AUDITORS OR REGISTERED AUDITING COMPANIES: THAT DELOITTE AB IS RE-ELECTED AS THE AUDITING COMPANY WHICH ALSO IS THE AUDIT COMMITTEE’S RECOMMENDATION | | Management | | No Action | | | | |
| | | | | |
11.A | | DETERMINING THE REMUNERATION: IN CASH OR PARTIALLY IN THE FORM OF SYNTHETIC SHARES, TO THE BOARD OF DIRECTORS, AND THE REMUNERATION TO ITS COMMITTEES | | Management | | No Action | | | | |
| | | | | |
11.B | | DETERMINING THE REMUNERATION: TO THE AUDITORS OR REGISTERED AUDITING COMPANY | | Management | | No Action | | | | |
| | | | | |
12.A | | THE BOARD’S PROPOSAL REGARDING GUIDELINES FOR EXECUTIVE REMUNERATION | | Management | | No Action | | | | |
| | | | | |
12.B | | THE BOARD’S PROPOSAL REGARDING A PERFORMANCE BASED PERSONNEL OPTION PLAN FOR 2020 | | Management | | No Action | | | | |
| | | | | |
13.A | | THE BOARD’S PROPOSAL REGARDING MANDATES TO ACQUIRE A SHARES RELATED TO PERSONNEL OPTION PLAN FOR 2020 | | Management | | No Action | | | | |
| | | | | |
13.B | | THE BOARD’S PROPOSAL REGARDING MANDATES TO ACQUIRE A SHARES RELATED TO REMUNERATION IN THE FORM OF SYNTHETIC SHARES | | Management | | No Action | | | | |
| | | | | |
13.C | | THE BOARD’S PROPOSAL REGARDING MANDATES TO TRANSFER A SHARES RELATED TO PERSONNEL OPTION PLAN FOR 2020 | | Management | | No Action | | | | |
| | | | | |
13.D | | THE BOARD’S PROPOSAL REGARDING MANDATES TO SELL A SHARES TO COVER COSTS RELATED TO SYNTHETIC SHARES TO BOARD MEMBERS | | Management | | No Action | | | | |
| | | | | |
13.E | | THE BOARD’S PROPOSAL REGARDING MANDATES TO SELL A SHARES TO COVER COSTS IN RELATION TO THE PERFORMANCE BASED PERSONNEL OPTION PLANS FOR 2015, 2016 AND 2017 | | Management | | No Action | | | | |
| | | | | |
14 | | CLOSING OF THE MEETING | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 307236 DUE TO CHANGE IN-DIVIDEND AMOUNT UNDER RESOLUTION 8.C. ALL VOTES RECEIVED ON THE PREVIOUS-MEETING WILL BE DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED.-THEREFORE PLEASE REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER-VOTE DEADLINE EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE- CLOSED AND YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE.-PLEASE ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING,-AND AS SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1 | | 2019 WORK REPORT OF THE BOARD OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
2 | | 2019 WORK REPORT OF THE SUPERVISORY COMMITTEE | | Management | | For | | For | | |
| | | | | |
3 | | 2019 ANNUAL REPORT AND ITS SUMMARY | | Management | | For | | For | | |
| | | | | |
4 | | 2019 ANNUAL ACCOUNTS | | Management | | For | | For | | |
| | | | | |
5 | | 2019 PROFIT DISTRIBUTION PLAN: THE DETAILED PROFIT DISTRIBUTION PLAN ARE AS FOLLOWS: 1) CASH DIVIDEND/10 SHARES (TAX INCLUDED):CNY3.37000000 2) BONUS ISSUE FROM PROFIT (SHARE/10 SHARES):NONE 3) BONUS ISSUE FROM CAPITAL RESERVE (SHARE/10 SHARES):4.000000 | | Management | | For | | For | | |
| | | | | |
6 | | 2020 EXTERNAL GUARANTEE QUOTA | | Management | | For | | For | | |
| | | | | |
7 | | 2020 REAPPOINTMENT OF DOMESTIC AND OVERSEAS AUDIT FIRM | | Management | | For | | For | | |
| | | | | |
8 | | VERIFICATION OF THE QUOTA OF 2020 FOREIGN EXCHANGE HEDGING BUSINESS | | Management | | For | | For | | |
| | | | | |
9 | | CHANGE OF THE COMPANY’S REGISTERED CAPITAL | | Management | | For | | For | | |
| | | | | |
10 | | AMENDMENTS TO THE COMPANY’S ARTICLES OF ASSOCIATION AND HANDLING OF THE INDUSTRIAL AND COMMERCIAL REGISTRATION AMENDMENT | | Management | | Against | | Against | | |
| | | | | |
11 | | AMENDMENTS TO THE RULES OF PROCEDURE GOVERNING THE SHAREHOLDER GENERAL MEETINGS | | Management | | Against | | Against | | |
| | | | | |
12 | | AMENDMENTS TO THE RULES OF PROCEDURE GOVERNING THE BOARD MEETINGS | | Management | | For | | For | | |
| | | | | |
13 | | REMUNERATION PLAN FOR DIRECTORS | | Management | | For | | For | | |
| | | | | |
14 | | REMUNERATION PLAN FOR SUPERVISORS | | Management | | For | | For | | |
| | | | | |
15 | | GENERAL AUTHORIZATION TO THE BOARD REGARDING A-SHARE AND (OR) H-SHARE ADDITIONAL OFFERING | | Management | | Against | | Against | | |
| | | | | |
16 | | GENERAL AUTHORIZATION TO THE BOARD REGARDING A-SHARE AND (OR) H-SHARE REPURCHASE | | Management | | For | | For | | |
| | | | | |
17 | | THE COMPANY’S ELIGIBILITY FOR NON-PUBLIC A- SHARE OFFERING | | Management | | For | | For | | |
| | | | | |
18.1 | | PLAN FOR NON-PUBLIC A-SHARE OFFERING: STOCK TYPE AND PAR VALUE | | Management | | For | | For | | |
| | | | | |
18.2 | | PLAN FOR NON-PUBLIC A-SHARE OFFERING: ISSUING METHOD AND DATE | | Management | | For | | For | | |
| | | | | |
18.3 | | PLAN FOR NON-PUBLIC A-SHARE OFFERING: ISSUING TARGETS, SUBSCRIPTION METHOD AND ARRANGEMENT FOR PLACEMENT TO EXISTING SHAREHOLDERS | | Management | | For | | For | | |
| | | | | |
18.4 | | PLAN FOR NON-PUBLIC A-SHARE OFFERING: ISSUE PRICE AND PRICING PRINCIPLES | | Management | | For | | For | | |
| | | | | |
18.5 | | PLAN FOR NON-PUBLIC A-SHARE OFFERING: ISSUING VOLUME | | Management | | For | | For | | |
| | | | | |
18.6 | | PLAN FOR NON-PUBLIC A-SHARE OFFERING: LOCKUP PERIOD | | Management | | For | | For | | |
| | | | | |
18.7 | | PLAN FOR NON-PUBLIC A-SHARE OFFERING: LISTING PLACE | | Management | | For | | For | | |
| | | | | |
18.8 | | PLAN FOR NON-PUBLIC A-SHARE OFFERING: ARRANGEMENT FOR THE ACCUMULATED RETAINED PROFITS BEFORE THE NON-PUBLIC A- SHARE OFFERING | | Management | | For | | For | | |
| | | | | |
18.9 | | PLAN FOR NON-PUBLIC A-SHARE OFFERING: THE VALID PERIOD OF THE RESOLUTION ON THE NON- PUBLIC A-SHARE OFFERING | | Management | | For | | For | | |
| | | | | |
18.10 | | PLAN FOR NON-PUBLIC A-SHARE OFFERING: AMOUNT AND PURPOSE OF THE RAISED FUNDS | | Management | | For | | For | | |
| | | | | |
19 | | FEASIBILITY ANALYSIS REPORT ON THE USE OF FUNDS TO BE RAISED FROM THE NON-PUBLIC A- SHARE OFFERING | | Management | | For | | For | | |
| | | | | |
20 | | REPORT ON THE USE OF PREVIOUSLY RAISED FUNDS | | Management | | For | | For | | |
| | | | | |
21 | | DILUTED IMMEDIATE RETURN AFTER THE NON- PUBLIC A-SHARE OFFERING AND FILLING MEASURES | | Management | | For | | For | | |
| | | | | |
22 | | SHAREHOLDER RETURN PLAN FOR THE NEXT THREE YEARS FROM 2020 TO 2022 | | Management | | For | | For | | |
| | | | | |
23 | | FULL AUTHORIZATION TO THE BOARD, THE CHAIRMAN OF THE BOARD, THE CHAIRMAN OF THE BOARD, AND (OR) PERSONS AUTHORIZED BY THE CHAIRMAN OF THE BOARD TO HANDLE MATTERS REGARDING THE NON-PUBLIC A-SHARE OFFERING | | Management | | For | | For | | |
| | | | | |
24 | | PLAN FOR ADDITIONAL H-SHARE OFFERING | | Management | | Against | | Against | | |
| | | | | |
25.1 | | ELECTION OF NON-INDEPENDENT DIRECTOR: GE LI | | Management | | For | | For | | |
| | | | | |
25.2 | | ELECTION OF NON-INDEPENDENT DIRECTOR: EDWARD HU | | Management | | For | | For | | |
| | | | | |
25.3 | | ELECTION OF NON-INDEPENDENT DIRECTOR: STEVE QING YANG | | Management | | For | | For | | |
| | | | | |
25.4 | | ELECTION OF NON-INDEPENDENT DIRECTOR: ZHANG ZHAOHUI | | Management | | For | | For | | |
| | | | | |
25.5 | | ELECTION OF NON-INDEPENDENT DIRECTOR: NING ZHAO | | Management | | For | | For | | |
| | | | | |
25.6 | | ELECTION OF NON-INDEPENDENT DIRECTOR: XIAOMENG TONG | | Management | | For | | For | | |
| | | | | |
25.7 | | ELECTION OF NON-INDEPENDENT DIRECTOR: YIBING WU | | Management | | For | | For | | |
| | | | | |
26.1 | | ELECTION OF INDEPENDENT DIRECTOR: JIANGNAN CAI | | Management | | For | | For | | |
| | | | | |
26.2 | | ELECTION OF INDEPENDENT DIRECTOR: LIU YAN | | Management | | For | | For | | |
| | | | | |
26.3 | | ELECTION OF INDEPENDENT DIRECTOR: LOU HETONG | | Management | | For | | For | | |
| | | | | |
26.4 | | ELECTION OF INDEPENDENT DIRECTOR: ZHANG XIAOTONG | | Management | | For | | For | | |
| | | | | |
26.5 | | ELECTION OF INDEPENDENT DIRECTOR: FENG DAI | | Management | | For | | For | | |
| | | | | |
27.1 | | ELECTION OF SHAREHOLDER SUPERVISOR: HARRY LIANG HE | | Management | | For | | For | | |
| | | | | |
27.2 | | ELECTION OF SHAREHOLDER SUPERVISOR: WANG JICHAO | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A- FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE- GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED- INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THE FRENCH PROXY CARD IS AVAILABLE AS A LINK UNDER THE-‘MATERIAL URL’ DROPDOWN AT THE TOP OF THE BALLOT | | Non-Voting | | | | | | |
| | | | | |
CMMT | | FOLLOWING CHANGES IN THE FORMAT OF PROXY CARDS FOR FRENCH MEETINGS, ABSTAIN-IS NOW A VALID VOTING OPTION. FOR ANY ADDITIONAL ITEMS RAISED AT THE MEETING-THE VOTING OPTION WILL DEFAULT TO ‘AGAINST’, OR FOR POSITIONS WHERE THE PROXY-CARD IS NOT COMPLETED BY BROADRIDGE, TO THE PREFERENCE OF YOUR CUSTODIAN. | | Non-Voting | | | | | | |
| | | | | |
O.1 | | APPROVE FINANCIAL STATEMENTS AND STATUTORY REPORTS | | Management | | For | | For | | |
| | | | | |
O.2 | | APPROVE CONSOLIDATED FINANCIAL STATEMENTS AND STATUTORY REPORTS | | Management | | For | | For | | |
| | | | | |
O.3 | | APPROVE ALLOCATION OF INCOME AND DIVIDENDS OF EUR 0.70 PER SHARE | | Management | | For | | For | | |
| | | | | |
O.4 | | APPROVE AUDITORS’ SPECIAL REPORT ON RELATED-PARTY TRANSACTIONS MENTIONING THE ABSENCE OF NEW TRANSACTIONS | | Management | | For | | For | | |
| | | | | |
O.5 | | APPROVE REMUNERATION POLICY OF CORPORATE OFFICERS | | Management | | Against | | Against | | |
| | | | | |
O.6 | | APPROVE COMPENSATION OF CHARLES EDELSTENNE, CHAIRMAN OF THE BOARD | | Management | | For | | For | | |
| | | | | |
O.7 | | APPROVE COMPENSATION OF BERNARD CHARLES, VICE-CHAIRMAN AND CEO | | Management | | Against | | Against | | |
| | | | | |
O.8 | | APPROVE COMPENSATION REPORT OF CORPORATE OFFICERS | | Management | | For | | For | | |
| | | | | |
O.9 | | REELECT MARIE-HELENE HABERT DASSAULT AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.10 | | REELECT LAURENCE LESCOURRET AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.11 | | APPROVE REMUNERATION OF DIRECTORS IN THE AGGREGATE AMOUNT OF EUR 800,000 | | Management | | For | | For | | |
| | | | | |
O.12 | | AUTHORIZE REPURCHASE OF UP TO 10 PERCENT OF ISSUED SHARE CAPITAL | | Management | | For | | For | | |
| | | | | |
E.13 | | AUTHORIZE DECREASE IN SHARE CAPITAL VIA CANCELLATION OF REPURCHASED SHARES | | Management | | For | | For | | |
| | | | | |
E.14 | | AMEND ARTICLES 14, 16 AND 19 OF BYLAWS TO COMPLY WITH LEGAL CHANGES | | Management | | For | | For | | |
| | | | | |
E.15 | | AUTHORIZE UP TO 4 PERCENT OF ISSUED CAPITAL FOR USE IN STOCK OPTION PLANS | | Management | | For | | For | | |
| | | | | |
E.16 | | AUTHORIZE CAPITAL ISSUANCES FOR USE IN EMPLOYEE STOCK PURCHASE PLANS | | Management | | For | | For | | |
| | | | | |
E.17 | | DELEGATE POWER TO THE BOARD TO CARRY MERGER BY ABSORPTION | | Management | | For | | For | | |
| | | | | |
E.18 | | AUTHORIZE ISSUANCE OF EQUITY OR EQUITY- LINKED SECURITIES UP TO AGGREGATE NOMINAL AMOUNT OF EUR 12 MILLION IN CONNECTION WITH THE MERGER BY ABSORPTION ABOVE | | Management | | For | | For | | |
| | | | | |
E.19 | | DELEGATE POWER TO THE BOARD TO CARRY SPIN-OFF AGREEMENT | | Management | | For | | For | | |
| | | | | |
E.20 | | AUTHORIZE ISSUANCE OF EQUITY OR EQUITY- LINKED SECURITIES UP TO AGGREGATE NOMINAL AMOUNT OF EUR 12 MILLION IN CONNECTION WITH SPIN-OFF AGREEMENT ABOVE | | Management | | For | | For | | |
| | | | | |
E.21 | | DELEGATE POWER TO THE BOARD TO ACQUIRE CERTAIN ASSETS OF ANOTHER COMPANY | | Management | | For | | For | | |
| | | | | |
E.22 | | AUTHORIZE ISSUANCE OF EQUITY OR EQUITY- LINKED SECURITIES UP TO AGGREGATE NOMINAL AMOUNT OF EUR 12 MILLION IN CONNECTION WITH THE ACQUISITION ABOVE | | Management | | For | | For | | |
| | | | | |
E.23 | | AUTHORIZE FILING OF REQUIRED DOCUMENTS/OTHER FORMALITIES | | Management | | For | | For | | |
| | | | | |
CMMT | | 06 MAY 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO UPDATE IN RECORD DATE-& ADDITION OF COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT-VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 06 MAY 2020: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS-AVAILABLE BY CLICKING ON THE MATERIAL URL LINK:- HTTPS://WWW.JOURNAL- OFFICIEL.GOUV.FR/BALO/DOCUMENT/202005062001 350-55 | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | �� | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS ARE REQUIRED FOR THIS MEETING. IF-NO BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY BE REJECTED.-THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
1 | | RECEIPT OF THE 2019 INTEGRATED ANNUAL REPORT, AS WELL AS APPROVAL OF THE ANNUAL MANAGEMENT REPORT, THE STAND-ALONE FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS | | Management | | No Action | | | | |
| | | | | |
2.1 | | APPROPRIATION OF AVAILABLE EARNINGS | | Management | | No Action | | | | |
| | | | | |
2.2 | | DECLARATION OF DIVIDEND FROM RESERVES | | Management | | No Action | | | | |
| | | | | |
3 | | DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE MEMBERS OF THE OPERATING COMMITTEE | | Management | | No Action | | | | |
| | | | | |
4.1.1 | | RE-ELECTION OF ANASTASSIS G. DAVID AS A MEMBER OF THE BOARD OF DIRECTORS AND AS THE CHAIRMAN OF THE BOARD OF DIRECTOR | | Management | | No Action | | | | |
| | | | | |
4.1.2 | | RE-ELECTION OF ZORAN BOGDANOVIC AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.1.3 | | RE-ELECTION OF CHARLOTTE J. BOYLE AS A MEMBER OF THE BOARD OF DIRECTORS AND AS A MEMBER OF THE REMUNERATION COMMITTEE | | Management | | No Action | | | | |
| | | | | |
4.1.4 | | RE-ELECTION OF RETO FRANCIONI AS A MEMBER OF THE BOARD OF DIRECTORS AND AS A MEMBER OF THE REMUNERATION COMMITTEE | | Management | | No Action | | | | |
| | | | | |
4.1.5 | | RE-ELECTION OF OLUSOLA (SOLA) DAVID-BORHA AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.1.6 | | RE-ELECTION OF WILLIAM W. DOUGLAS III AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.1.7 | | RE-ELECTION OF ANASTASIOS I. LEVENTIS AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.1.8 | | RE-ELECTION OF CHRISTODOULOS LEVENTIS AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.1.9 | | RE-ELECTION OF ALEXANDRA PAPALEXOPOULOU AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.110 | | RE-ELECTION OF JOSE OCTAVIO REYES AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.111 | | RE-ELECTION OF ALFREDO RIVERA AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.112 | | RE-ELECTION OF RYAN RUDOLPH AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.2 | | ELECTION OF ANNA DIAMANTOPOULOU AS A NEW MEMBER OF THE BOARD OF DIRECTORS AND AS A NEW MEMBER OF THE REMUNERATION COMMITTEE | | Management | | No Action | | | | |
| | | | | |
5 | | ELECTION OF THE INDEPENDENT PROXY: INES POESCHEL | | Management | | No Action | | | | |
| | | | | |
6.1 | | RE-ELECTION OF THE STATUTORY AUDITOR: RE- ELECT PRICEWATERHOUSECOOPERS AG, ZURICH, SWITZERLAND, AS THE STATUTORY AUDITOR OF COCA-COLA HBC AG FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2020 | | Management | | No Action | | | | |
| | | | | |
6.2 | | ADVISORY VOTE ON RE-APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR UK PURPOSES: PRICEWATERHOUSECOOPERS SA | | Management | | No Action | | | | |
| | | | | |
7 | | ADVISORY VOTE ON THE UK REMUNERATION REPORT | | Management | | No Action | | | | |
| | | | | |
8 | | ADVISORY VOTE ON THE REMUNERATION POLICY | | Management | | No Action | | | | |
| | | | | |
9 | | ADVISORY VOTE ON THE SWISS REMUNERATION REPORT | | Management | | No Action | | | | |
| | | | | |
10.1 | | APPROVAL OF THE MAXIMUM AGGREGATE AMOUNT OF REMUNERATION FOR THE BOARD OF DIRECTORS UNTIL THE NEXT ANNUAL GENERAL MEETING | | Management | | No Action | | | | |
| | | | | |
10.2 | | APPROVAL OF THE MAXIMUM AGGREGATE AMOUNT OF REMUNERATION FOR THE OPERATING COMMITTEE FOR THE NEXT FINANCIAL YEAR | | Management | | No Action | | | | |
| | | | | |
11 | | APPROVAL OF SHARE BUY-BACK | | Management | | No Action | | | | |
| | | | | |
CMMT | | PART 2 OF THIS MEETING IS FOR VOTING ON AGENDA AND MEETING ATTENDANCE-REQUESTS ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE-REGISTRATION OF SHARES IN PART 1 OF THE MEETING. IT IS A MARKET REQUIREMENT-FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A-REGISTERED LOCATION AT THE CSD, AND SPECIFIC POLICIES AT THE INDIVIDUAL-SUB- CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTE INSTRUCTION, IT IS POSSIBLE-THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND-RE- REGISTRATION FOLLOWING A TRADE. THEREFORE WHILST THIS DOES NOT PREVENT THE-TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF-REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE-SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR-CLIENT REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT IF YOU HOLD CDI SHARES AND PARTICIPATE AT THIS MEETING, YOUR-GLOBAL CUSTODIAN WILL BE REQUIRED TO TRANSFER YOUR SHARES TO AN ESCROW-ACCOUNT. SHARES MAY BE BLOCKED DURING THIS TIME. IF THE VOTED POSITION IS NOT-TRANSFERRED TO THE REQUIRED ESCROW ACCOUNT IN CREST, THE SUBMITTED VOTE TO-BROADRIDGE WILL BE REJECTED BY THE REGISTRAR. BY VOTING ON THIS MEETING YOUR-CUSTODIAN MAY USE YOUR VOTE INSTRUCTION AS THE AUTHORIZATION TO TAKE THE-NECESSARY ACTION WHICH WILL INCLUDE TRANSFERRING YOUR INSTRUCTED POSITION TO-ESCROW. HOWEVER, THIS MAY DIFFER FROM CUSTODIAN TO CUSTODIAN. FOR FULL-UNDERSTANDING OF THE CUSTODY PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE-INSTRUCTIONS FROM YOU, PLEASE CONTACT YOUR CUSTODIAN DIRECTLY | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 19 MAY 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF THE-TEXT IN RESOLUTIONS 5 AND 6.2 AND CHANGE IN RECORD DATE FROM 11 JUN 2020 TO-12 JUN 2020. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN-UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A- FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE- GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED- INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | FOLLOWING CHANGES IN THE FORMAT OF PROXY CARDS FOR FRENCH MEETINGS, ABSTAIN-IS NOW A VALID VOTING OPTION. FOR ANY ADDITIONAL ITEMS RAISED AT THE MEETING-THE VOTING OPTION WILL DEFAULT TO ‘AGAINST’, OR FOR POSITIONS WHERE THE PROXY-CARD IS NOT COMPLETED BY BROADRIDGE, TO THE PREFERENCE OF YOUR CUSTODIAN. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 382608 DUE TO RECEIPT OF-UPDATED AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE-DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE-REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE-EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND-YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE-ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS-SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
O.1 | | APPROVAL OF THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2019 | | Management | | For | | For | | |
| | | | | |
O.2 | | APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2019 | | Management | | For | | For | | |
| | | | | |
O.3 | | APPROPRIATION OF NET INCOME FOR 2019 AND SETTING OF THE DIVIDEND | | Management | | For | | For | | |
| | | | | |
O.4 | | REAPPOINTMENT OF JEAN-PIERRE DENIS AS A DIRECTOR | | Management | | Against | | Against | | |
| | | | | |
O.5 | | REAPPOINTMENT OF GINEVRA ELKANN AS A DIRECTOR | | Management | | Against | | Against | | |
| | | | | |
O.6 | | REAPPOINTMENT OF SOPHIE L’HELIAS AS A DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.7 | | APPOINTMENT OF JEAN LIU AS A DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.8 | | APPOINTMENT OF TIDJANE THIAM AS A DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.9 | | APPOINTMENT OF EMMA WATSON AS A DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.10 | | APPROVAL OF THE INFORMATION REFERRED TO IN ARTICLE L. 225 - 37 - 3, I OF THE FRENCH COMMERCIAL CODE RELATING TO REMUNERATION PAID DURING OR AWARDED FOR THE YEAR ENDED DECEMBER 31, 2019 TO CORPORATE OFFICERS IN RESPECT OF THEIR DUTIES AS DIRECTORS | | Management | | For | | For | | |
| | | | | |
O.11 | | APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS OF TOTAL REMUNERATION AND BENEFITS IN KIND PAID DURING OR AWARDED FOR THE YEAR ENDED DECEMBER 31, 2019 TO FRANCOIS-HENRI PINAULT, CHAIRMAN AND CHIEF EXECUTIVE OFFICER | | Management | | For | | For | | |
| | | | | |
O.12 | | APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS OF TOTAL REMUNERATION AND BENEFITS IN KIND PAID DURING OR AWARDED FOR THE YEAR ENDED DECEMBER 31, 2019 TO JEAN-FRANCOIS PALUS, GROUP MANAGING DIRECTOR | | Management | | Against | | Against | | |
| | | | | |
O.13 | | APPROVAL OF THE REMUNERATION POLICY FOR EXECUTIVE CORPORATE OFFICERS | | Management | | Against | | Against | | |
| | | | | |
O.14 | | APPROVAL OF THE REMUNERATION POLICY FOR CORPORATE OFFICERS IN RESPECT OF THEIR DUTIES AS DIRECTORS | | Management | | For | | For | | |
| | | | | |
O.15 | | RENEWAL OF THE TERMS OF OFFICE OF DELOITTE & ASSOCIES AS PRINCIPAL STATUTORY AUDITOR AND BEAS AS SUBSTITUTE STATUTORY AUDITOR | | Management | | For | | For | | |
| | | | | |
O.16 | | AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO PURCHASE, RETAIN OR TRANSFER THE COMPANY’S SHARES | | Management | | For | | For | | |
| | | | | |
E.17 | | AUTHORIZATION FOR THE BOARD OF DIRECTORS TO MAKE FREE GRANTS OF ORDINARY SHARES OF THE COMPANY (EXISTING OR TO BE ISSUED), SUBJECT, WHERE APPLICABLE, TO PERFORMANCE CONDITIONS, TO BENEFICIARIES OR CATEGORIES OF BENEFICIARIES AMONG THE EMPLOYEES AND EXECUTIVE CORPORATE OFFICERS OF THE COMPANY AND AFFILIATED COMPANIES, ENTAILING THE WAIVER BY SHAREHOLDERS OF THEIR PRE- E MPTIVE SUBSCRIPTION RIGHTS | | Management | | For | | For | | |
| | | | | |
E.18 | | MODIFICATION OF THE MINIMUM NUMBER OF SHARES THAT EACH DIRECTOR IS REQUIRED TO OWN AND AMENDMENT OF ARTICLE 10 OF THE COMPANY’S ARTICLES OF ASSOCIATION (“COMPANY MANAGEMENT - BOARD OF DIRECTORS”) TO BRING IT INTO LINE WITH THE PROVISIONS OF THE PACTE LAW RELATING TO DIRECTORS REPRESENTING EMPLOYEES | | Management | | For | | For | | |
| | | | | |
E.19 | | AMENDMENT OF ARTICLE 11 OF THE COMPANY’S ARTICLES OF ASSOCIATION (“TASKS AND POWERS OF THE BOARD OF DIRECTORS”) TO REFLECT THE NEW PROVISIONS OF ARTICLE L. 225- 35 OF THE FRENCH COMMERCIAL CODE | | Management | | For | | For | | |
| | | | | |
E.20 | | AMENDMENT OF ARTICLE 13 OF THE COMPANY’S ARTICLES OF ASSOCIATION (“DELIBERATIONS OF THE BOARD OF DIRECTORS - MINUTES”) TO REFLECT THE PROVISIONS OF FRENCH LAW NO. 2019 - 744 OF JULY 19, 2019 RELATING TO CERTAIN DECISIONS THAT CAN BE MADE BY THE BOARD OF DIRECTORS VIA WRITTEN CONSULTATION | | Management | | For | | For | | |
| | | | | |
E.21 | | DELETION OF ARTICLE 18 OF THE COMPANY’S ARTICLES OF ASSOCIATION (“NON-VOTING DIRECTORS”) | | Management | | For | | For | | |
| | | | | |
E.22 | | AMENDMENT OF ARTICLE 17 OF THE COMPANY’S ARTICLES OF ASSOCIATION (“COMPENSATION OF THE DIRECTORS, THE CHAIRMAN, THE MANAGING DIRECTOR, THE ASSISTANT MANAGING DIRECTORS AND THE OFFICERS OF THE BOARD OF DIRECTORS”) TO BRING IT INTO LINE WITH THE PROVISIONS OF THE PACTE LAW RELATING TO THE REMUNERATION OF DIRECTORS, AND DELETION OF REFERENCES TO NON- VOTING DIRECTORS | | Management | | For | | For | | |
| | | | | |
E.23 | | POWERS FOR FORMALITIES | | Management | | For | | For | | |
| | | | | |
CMMT | | 29 MAY 2020: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS-AVAILABLE BY CLICKING ON THE MATERIAL URL LINK:- https://www.journal- officiel.gouv.fr/balo/document/202005292002027-65; PLEASE-NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF URL LINK. IF YOU HAVE ALREADY- SENT IN YOUR VOTES FOR MID 426806, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE-TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | FROM 10TH FEBRUARY, BROADRIDGE WILL CODE ALL AGENDAS FOR GERMAN MEETINGS IN-ENGLISH ONLY. IF YOU WISH TO SEE THE AGENDA IN GERMAN, THIS WILL BE MADE-AVAILABLE AS A LINK UNDER THE ‘MATERIAL URL’ DROPDOWN AT THE TOP OF THE-BALLOT. THE GERMAN AGENDAS FOR ANY EXISTING OR PAST MEETINGS WILL REMAIN IN-PLACE. FOR FURTHER INFORMATION, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THESE SHARES HAVE NO VOTING RIGHTS, SHOULD YOU WISH TO-ATTEND THE MEETING PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD | | Non-Voting | | | | | | |
| | | | | |
CMMT | | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN- CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE- NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS-AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS-NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR-QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS- USUAL | | Non-Voting | | | | | | |
| | | | | |
CMMT | | INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S-WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU-WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND-VOTE YOUR SHARES DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT-BE REFLECTED ON THE BALLOT ON PROXYEDGE | | Non-Voting | | | | | | |
| | | | | |
1 | | PRESENTATION OF THE FINANCIAL STATEMENTS AND ANNUAL REPORT FOR THE 2019-FINANCIAL YEAR WITH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL-STATEMENTS AND GROUP ANNUAL REPORT AS WELL AS THE CORPORATE GOVERNANCE-REPORT, THE REMUNERATION REPORT AND THE REPORT PURSUANT TO SECTIONS 289A(1)-AND 315A(1) OF THE GERMAN COMMERCIAL CODE APPROVAL OF THE FINANCIAL-STATEMENTS FOR THE 2019 FINANCIAL YEAR | | Non-Voting | | | | | | |
| | | | | |
2 | | RESOLUTION ON THE APPROPRIATION OF THE DISTRIBUTABLE PROFIT THE DISTRIBUTABLE- PROFIT OF EUR 1,712,396,938.19 SHALL BE APPROPRIATED AS FOLLOWS: PAYMENT OF A- DIVIDEND OF EUR 1.83 PER ORDINARY SHARE PAYMENT OF A DIVIDEND OF EUR 1.85 PER- PREFERRED SHARE EUR 907,369,168.19 SHALL BE CARRIED FORWARD EX-DIVIDEND DATE:-JUNE 18, 2020 PAYABLE DATE: JUNE 22, 2020 | | Non-Voting | | | | | | |
| | | | | |
3 | | RATIFICATION OF THE ACTS OF THE GENERAL PARTNER | | Non-Voting | | | | | | |
| | | | | |
4 | | RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD | | Non-Voting | | | | | | |
| | | | | |
5 | | RATIFICATION OF THE ACTS OF THE SHAREHOLDERS’ COMMITTEE | | Non-Voting | | | | | | |
| | | | | |
6 | | APPOINTMENT OF AUDITORS THE FOLLOWING ACCOUNTANTS SHALL BE APPOINTED AS- AUDITORS AND GROUP AUDITORS FOR THE 2020 FINANCIAL YEAR AND FOR THE REVIEW OF-THE HALF-YEAR FINANCIAL STATEMENTS: PRICEWATERHOUSECOOPERS GMBH, FRANKFURT AM-MAIN | | Non-Voting | | | | | | |
| | | | | |
7.A | | ELECTION TO THE SUPERVISORY BOARD: SIMONE BAGEL TRAH | | Non-Voting | | | | | | |
| | | | | |
7.B | | ELECTION TO THE SUPERVISORY BOARD: LUTZ BUNNENBERG | | Non-Voting | | | | | | |
| | | | | |
7.C | | ELECTION TO THE SUPERVISORY BOARD: BENEDIKT-RICHARD FREIHERR VON HERMAN | | Non-Voting | | | | | | |
| | | | | |
7.D | | ELECTION TO THE SUPERVISORY BOARD: TIMOTHEUS HOETTGES | | Non-Voting | | | | | | |
| | | | | |
7.E | | ELECTION TO THE SUPERVISORY BOARD: MICHAEL KASCHKE | | Non-Voting | | | | | | |
| | | | | |
7.F | | ELECTION TO THE SUPERVISORY BOARD: BARBARA KUX | | Non-Voting | | | | | | |
| | | | | |
7.G | | ELECTION TO THE SUPERVISORY BOARD: SIMONE MENNE | | Non-Voting | | | | | | |
| | | | | |
7.H | | ELECTION TO THE SUPERVISORY BOARD: PHILIPP SCHOLZ | | Non-Voting | | | | | | |
| | | | | |
8.A | | ELECTION TO THE SHAREHOLDERS’ COMMITTEE: PAUL ACHLEITNER | | Non-Voting | | | | | | |
| | | | | |
8.B | | ELECTION TO THE SHAREHOLDERS’ COMMITTEE: SIMONE BAGEL-TRAH | | Non-Voting | | | | | | |
| | | | | |
8.C | | ELECTION TO THE SHAREHOLDERS’ COMMITTEE: ALEXANDER BIRKEN | | Non-Voting | | | | | | |
| | | | | |
8.D | | ELECTION TO THE SHAREHOLDERS’ COMMITTEE: JOHANN-CHRISTOPH FREY | | Non-Voting | | | | | | |
| | | | | |
8.E | | ELECTION TO THE SHAREHOLDERS’ COMMITTEE: CHRISTOPH HENKEL | | Non-Voting | | | | | | |
| | | | | |
8.F | | ELECTION TO THE SHAREHOLDERS’ COMMITTEE: CHRISTOPH KNEIP | | Non-Voting | | | | | | |
| | | | | |
8.G | | ELECTION TO THE SHAREHOLDERS’ COMMITTEE: ULRICH LEHNER | | Non-Voting | | | | | | |
| | | | | |
8.H | | ELECTION TO THE SHAREHOLDERS’ COMMITTEE: NORBERT REITHOFER | | Non-Voting | | | | | | |
| | | | | |
8.I | | ELECTION TO THE SHAREHOLDERS’ COMMITTEE: KONSTANTIN VON UNGER | | Non-Voting | | | | | | |
| | | | | |
8.J | | ELECTION TO THE SHAREHOLDERS’ COMMITTEE: JEAN-FRANCOIS VAN BOXMEER | | Non-Voting | | | | | | |
| | | | | |
9 | | RESOLUTION ON THE APPROVAL OF THE REMUNERATION SYSTEM FOR THE MEMBERS OF THE-BOARD OF MDS THE REMUNERATION SYSTEM FOR THE MEMBERS OF THE BOARD OF MDS-SHALL BE APPROVED | | Non-Voting | | | | | | |
| | | | | |
10 | | RESOLUTION ON THE CREATION OF A NEW AUTHORIZED CAPITAL 2020 AND THE- CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION THE GENERAL PARTNER-SHALL BE AUTHORIZED, WITH THE CONSENT OF THE SHARE-HOLDERS’ COMMITTEE AND THE- SUPERVISORY BOARD, TO INCREASE THE SHARE CAPITAL BY UP TO EUR 43,795,875-THROUGH THE ISSUE OF UP TO 43,795,875 NEW BEARER NON- VOTING PREFERRED SHARES-AGAINST CONTRIBUTIONS IN CASH, ON OR BEFORE JUNE 16, 2025 (AUTHORIZED CAPITAL-2020). SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS. THE SHARES CAN ALSO-BE TAKEN UP BY ONE OR MORE FINANCIAL INSTITUTIONS OR COMPANIES ACTING UNDER-SECTION 186(5)1 OF THE GERMAN STOCK CORPORATION ACT WITH THE OBLIGATION TO- OFFER THE SHARES TO THE SHAREHOLDERS FOR SUBSCRIPTION. THE GENERAL PARTNER-SHALL BE AUTHORIZED, WITH THE CONSENT OF THE SHARE- HOLDERS’ COMMITTEE AND THE-SUPERVISORY BOARD, TO DETERMINE THE FURTHER TERMS AND CONDITIONS FOR THE-ISSUE OF THE NEW SHARES | | Non-Voting | | | | | | |
| | | | | |
11 | | RESOLUTION ON THE REVISION OF SECTION 20(2) OF THE ARTICLES OF ASSOCIATION-SECTION 20(2) SHALL BE ADJUSTED IN RESPECT OF THE PROOF OF SHARE OWNER-SHIP-ISSUED IN TEXT FORM IN GERMAN OR ENGLISH BY THE LAST INTERMEDIARY IN-ACCORDANCE WITH SECTION 67C(3) OF THE GERMAN STOCK CORPORATION ACT BEING- SUFFICIENT AS EVIDENCE. THIS PROOF MUST REFER TO THE BEGINNING OF THE 21ST-DAY PRIOR TO THE SHAREHOLDERS’ MEETING | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 18 JUNE 2020 CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU’ | | Non-Voting | | | | | | |
| | | | | |
CMMT | | SHAREHOLDERS HOLDING LESS THAN “300” SHARES (MINIMUM AMOUNT TO ATTEND THE- MEETING) MAY GRANT A PROXY TO ANOTHER SHAREHOLDER ENTITLED TO LEGAL-ASSISTANCE OR GROUP THEM TO REACH AT LEAST THAT NUMBER, GIVING REPRESENTATION-TO A SHAREHOLDER OF THE GROUPED OR OTHER PERSONAL SHAREHOLDER ENTITLED TO-ATTEND THE MEETING | | Non-Voting | | | | | | |
| | | | | |
1 | | EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE ANNUAL ACCOUNTS - BALANCE SHEET, PROFIT AND LOSS ACCOUNT, STATEMENT OF CHANGES IN EQUITY IN THE PERIOD, CASH FLOW STATEMENT AND ANNUAL REPORT - AND DIRECTORS REPORT OF THE COMPANY, CONSOLIDATED ANNUAL ACCOUNTS AND CONSOLIDATED DIRECTORS REPORT OF ITS GROUP OF COMPANIES, ALL OF THEM RELATED TO THE FINANCIAL YEAR CLOSED AS OF 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
2 | | EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE CONSOLIDATED NON-FINANCIAL INFORMATION REPORT RELATED TO THE FINANCIAL YEAR ENDED AS OF 31 DECEMBER 2019, WHICH FORMS PART OF THE CONSOLIDATED DIRECTORS’ REPORT | | Management | | For | | For | | |
| | | | | |
3 | | APPROVAL, IF APPLICABLE, OF THE PROPOSAL ON THE ALLOCATION OF 2019 RESULTS OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
4 | | EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE MANAGEMENT CARRIED OUT BY THE BOARD OF DIRECTORS FOR THE YEAR CLOSED AS OF 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
5.1 | | APPOINTMENT OF MRS. XIAOQUN CLEVER, AS INDEPENDENT DIRECTOR, FOR A TERM OF THREE YEARS | | Management | | For | | For | | |
| | | | | |
5.2 | | RE-ELECTION OF MR. JOSE ANTONIO TAZON GARCIA, AS INDEPENDENT DIRECTOR, FOR A TERM OF ONE YEAR | | Management | | For | | For | | |
| | | | | |
5.3 | | RE-ELECTION OF MR. LUIS MAROTO CAMINO, AS EXECUTIVE DIRECTOR, FOR A TERM OF ONE YEAR | | Management | | For | | For | | |
| | | | | |
5.4 | | RE-ELECTION OF MR. DAVID WEBSTER, AS INDEPENDENT DIRECTOR, FOR A TERM OF ONE YEAR | | Management | | For | | For | | |
| | | | | |
5.5 | | RE-ELECTION OF DAME CLARA FURSE, AS INDEPENDENT DIRECTOR, FOR A TERM OF ONE YEAR | | Management | | For | | For | | |
| | | | | |
5.6 | | RE-ELECTION OF MR. NICOLAS HUSS, AS INDEPENDENT DIRECTOR, FOR A TERM OF ONE YEAR | | Management | | For | | For | | |
| | | | | |
5.7 | | RE-ELECTION OF MR. PIERRE-HENRI GOURGEON, UNDER THE CATEGORY OF “OTHER EXTERNAL”, FOR A TERM OF ONE YEAR | | Management | | For | | For | | |
| | | | | |
5.8 | | RE-ELECTION OF MR. FRANCESCO LOREDAN, AS DIRECTOR, UNDER THE CATEGORY OF “OTHER EXTERNAL” FOR A TERM OF ONE YEAR | | Management | | For | | For | | |
| | | | | |
6 | | ANNUAL REPORT ON DIRECTOR’S REMUNERATION, FOR AN ADVISORY VOTE THEREON AS PER ARTICLE 541.4 OF THE SPANISH CAPITAL COMPANIES ACT | | Management | | For | | For | | |
| | | | | |
7 | | APPROVAL OF THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS, IN THEIR CAPACITY AS SUCH, FOR FINANCIAL YEAR 2020 | | Management | | For | | For | | |
| | | | | |
8 | | DELEGATION TO THE BOARD OF DIRECTORS OF THE POWER TO INCREASE THE SHARE CAPITAL, AUTHORISING THE BOARD TO EXCLUDE PRE- EMPTIVE SUBSCRIPTION RIGHTS, PURSUANT TO ARTICLES 297.1.B) AND 506 OF THE SPANISH CAPITAL COMPANIES ACT, LEAVING WITHOUT EFFECT THE UNUSED PART OF THE DELEGATION GRANTED BY THE GENERAL SHAREHOLDERS’ MEETING OF 25 JUNE 2015 | | Management | | For | | For | | |
| | | | | |
9 | | DELEGATION OF POWERS TO THE BOARD OF DIRECTORS, WITH POWER OF SUBSTITUTION, FOR THE FULL FORMALISATION, INTERPRETATION, REMEDY AND IMPLEMENTATION OF THE RESOLUTIONS TO BE ADOPTED BY THE GENERAL SHAREHOLDERS’ MEETING | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A- FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE- GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED- INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | FOLLOWING CHANGES IN THE FORMAT OF PROXY CARDS FOR FRENCH MEETINGS, ABSTAIN-IS NOW A VALID VOTING OPTION. FOR ANY ADDITIONAL ITEMS RAISED AT THE MEETING-THE VOTING OPTION WILL DEFAULT TO ‘AGAINST’, OR FOR POSITIONS WHERE THE PROXY-CARD IS NOT COMPLETED BY BROADRIDGE, TO THE PREFERENCE OF YOUR CUSTODIAN. | | Non-Voting | | | | | | |
| | | | | |
O.1 | | APPROVAL OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019 AND DISCHARGE TO ALL DIRECTORS | | Management | | For | | For | | |
| | | | | |
O.2 | | APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
O.3 | | ASSIGNMENT OF THE FINANCIAL RESULT FOR THE YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
O.4 | | APPROVAL OF REGULATED AGREEMENTS COVERED BY ARTICLE L.225-38 AND SUBSEQUENT OF THE FRENCH COMMERCIAL CODE | | Management | | Against | | Against | | |
| | | | | |
O.5 | | SETTING OF THE ANNUAL DIRECTORS’ FEES | | Management | | For | | For | | |
| | | | | |
O.6 | | APPROVAL OF THE INFORMATION MENTIONED IN THE ARTICLE L. 225-37-3 I OF THE FRENCH COMMERCIAL CODE CONCERNING THE REMUNERATION DUE OR AWARDED TO THE CORPORATE OFFICERS FOR THE 2019 FINANCIAL YEAR | | Management | | For | | For | | |
| | | | | |
O.7 | | APPROVAL OF THE FIXED, VARIABLE AND EXTRAORDINARY COMPONENTS OF THE REMUNERATION AND THE BENEFITS OF ALL KINDS DUE OR AWARDED TO THE CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER FOR THE 2019 FINANCIAL YEAR | | Management | | Against | | Against | | |
| | | | | |
O.8 | | APPROVAL OF THE CORPORATE OFFICERS’ COMPENSATION POLICY | | Management | | Against | | Against | | |
| | | | | |
O.9 | | AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO ENABLE THE COMPANY TO TRADE IN ITS OWN SHARES | | Management | | For | | For | | |
| | | | | |
O.10 | | PROXY TO CARRY OUT FORMALITIES | | Management | | For | | For | | |
| | | | | |
E.11 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO ISSUE SHARES AND/OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL OF THE COMPANY AND/OR SECURITIES GIVING THE RIGHT TO THE ALLOTMENT OF DEBT INSTRUMENTS, WITH PREFERENTIAL SUBSCRIPTION RIGHTS OF THE SHAREHOLDERS | | Management | | For | | For | | |
| | | | | |
E.12 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO ISSUE SHARES AND/OR SECURITIES GIVING OR CAPABLE OF GIVING ACCESS TO THE SHARE CAPITAL OF THE COMPANY AND/OR SECURITIES GIVING THE RIGHT TO THE ALLOTMENT OF DEBT INSTRUMENTS, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS OF THE SHAREHOLDERS, THROUGH PUBLIC OFFERINGS OTHER THAN THOSE REFERRED TO IN THE ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE | | Management | | Against | | Against | | |
| | | | | |
E.13 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO ISSUE SHARES AND/OR SECURITIES GIVING OR CAPABLE OF GIVING ACCESS TO THE SHARE CAPITAL OF THE COMPANY AND/OR THE ISSUANCE OF SECURITIES GIVING THE RIGHT TO THE ALLOTMENT OF DEBT INSTRUMENTS, WITHOUT THE PREFERENTIAL SUBSCRIPTION RIGHTS OF THE SHAREHOLDERS, THROUGH PUBLIC OFFERS ADDRESSED EXCLUSIVELY TO QUALIFIED INVESTORS OR TO A RESTRICTED CIRCLE OF INVESTORS AS DEFINED IN THE ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE | | Management | | Against | | Against | | |
| | | | | |
E.14 | | DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE THE NUMBER OF SHARES AND/OR SECURITIES GIVING OR CAPABLE OF GIVING ACCESS TO THE SHARE CAPITAL OF THE COMPANY TO BE ISSUED IN CASE OF SHARE CAPITAL INCREASE, WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS OF THE SHAREHOLDERS | | Management | | For | | For | | |
| | | | | |
E.15 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO DECIDE TO ISSUE SHARES AND/OR SECURITIES GIVING OR CAPABLE OF GIVING ACCESS TO THE SHARE CAPITAL OF THE COMPANY AS CONSIDERATION FOR CONTRIBUTIONS IN KIND IN SHARES AND/OR SECURITIES GIVING OR CAPABLE OF GIVING ACCESS TO CAPITAL, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS OF SHAREHOLDERS | | Management | | Against | | Against | | |
| | | | | |
E16 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL OF THE COMPANY THROUGH THE CAPITALIZATION OF RESERVES, EARNINGS OR PREMIUMS OR ANY OTHER SUM UPON WHICH CAPITALIZATION WOULD BE PERMITTED | | Management | | For | | For | | |
| | | | | |
E.17 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO ISSUE SHARES AND/OR SECURITIES GIVING OR CAPABLE OF GIVING ACCESS TO THE SHARE CAPITAL OF THE COMPANY, RESERVED FOR MEMBERS OF COMPANY SAVINGS PLAN, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS OF THE SHAREHOLDERS | | Management | | Against | | Against | | |
| | | | | |
E.18 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE CAPITAL IN ACCORDANCE WITH ARTICLE L. 225-2019 OF THE FRENCH COMMERCIAL CODE | | Management | | For | | For | | |
| | | | | |
E.19 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO GRANT FREE NEW OR EXISTING SHARES TO THE BENEFIT OF EMPLOYEES OR CORPORATE OFFICERS, IN THE LIMIT OF 10 % OF THE CAPITAL | | Management | | Against | | Against | | |
| | | | | |
E.20 | | COMPLIANCE UPGRADE OF THE BYLAWS; SUBSEQUENT AMENDMENT OF ARTICLE 15 OF THE BYLAWS | | Management | | For | | For | | |
| | | | | |
E.21 | | PROXY TO CARRY OUT FORMALITIES | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST VOTE IF THE MEETING-REQUIRES APPROVAL FROM THE MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION | | Non-Voting | | | | | | |
| | | | | |
CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 406620 DUE TO WITHDRAWAL-OF RESOLUTION 14.A.3. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE-DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE-REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE-EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND-YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE-ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS-SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
1 | | OPENING OF THE ANNUAL GENERAL MEETING | | Non-Voting | | | | | | |
| | | | | |
2 | | ELECTION OF CHAIRMAN OF THE MEETING | | Non-Voting | | | | | | |
| | | | | |
3 | | ELECTION OF TWO PERSONS TO CHECK THE MINUTES OF THE MEETING TOGETHER WITH THE- CHAIRMAN | | Non-Voting | | | | | | |
| | | | | |
4 | | PREPARATION AND APPROVAL OF THE VOTING LIST | | Non-Voting | | | | | | |
| | | | | |
5 | | APPROVAL OF THE AGENDA | | Non-Voting | | | | | | |
| | | | | |
6 | | DETERMINATION OF WHETHER THE MEETING HAS BEEN DULY CONVENED | | Non-Voting | | | | | | |
| | | | | |
7 | | PRESENTATION OF THE ANNUAL REPORT AND THE AUDITORS’ REPORT AS WELL AS THE- CONSOLIDATED ACCOUNTS AND THE AUDITORS’ REPORT ON THE CONSOLIDATED ACCOUNTS | | Non-Voting | | | | | | |
| | | | | |
8 | | ADOPTION OF THE PROFIT AND LOSS ACCOUNT AND BALANCE SHEET AS WELL AS THE CONSOLIDATED PROFIT AND LOSS ACCOUNT AND CONSOLIDATED BALANCE SHEET | | Management | | No Action | | | | |
| | | | | |
9 | | ALLOCATION OF THE BANK’S PROFIT AS SHOWN IN THE BALANCE SHEET ADOPTED BY THE MEETING | | Management | | No Action | | | | |
| | | | | |
10.1 | | DISCHARGE FROM LIABILITY OF THE DIRECTOR OF THE BOARD OF DIRECTORS AND THE PRESIDENT: JOHAN H. ANDRESEN | | Management | | No Action | | | | |
| | | | | |
10.2 | | DISCHARGE FROM LIABILITY OF THE DIRECTOR OF THE BOARD OF DIRECTORS AND THE PRESIDENT: SIGNHILD ARNEGARD HANSEN | | Management | | No Action | | | | |
| | | | | |
10.3 | | DISCHARGE FROM LIABILITY OF THE DIRECTOR OF THE BOARD OF DIRECTORS AND THE PRESIDENT: ANNE-CATHERINE BERNER | | Management | | No Action | | | | |
| | | | | |
10.4 | | DISCHARGE FROM LIABILITY OF THE DIRECTOR OF THE BOARD OF DIRECTORS AND THE PRESIDENT: SAMIR BRIKHO | | Management | | No Action | | | | |
| | | | | |
10.5 | | DISCHARGE FROM LIABILITY OF THE DIRECTOR OF THE BOARD OF DIRECTORS AND THE PRESIDENT: WINNIE FOK | | Management | | No Action | | | | |
| | | | | |
10.6 | | DISCHARGE FROM LIABILITY OF THE DIRECTOR OF THE BOARD OF DIRECTORS AND THE PRESIDENT: ANNA-KARIN GLIMSTROM | | Management | | No Action | | | | |
| | | | | |
10.7 | | DISCHARGE FROM LIABILITY OF THE DIRECTOR OF THE BOARD OF DIRECTORS AND THE PRESIDENT: ANNIKA DAHLBERG | | Management | | No Action | | | | |
| | | | | |
10.8 | | DISCHARGE FROM LIABILITY OF THE DIRECTOR OF THE BOARD OF DIRECTORS AND THE PRESIDENT: CHARLOTTA LINDHOLM | | Management | | No Action | | | | |
| | | | | |
10.9 | | DISCHARGE FROM LIABILITY OF THE DIRECTOR OF THE BOARD OF DIRECTORS AND THE PRESIDENT: TOMAS NICOLIN | | Management | | No Action | | | | |
| | | | | |
10.10 | | DISCHARGE FROM LIABILITY OF THE DIRECTOR OF THE BOARD OF DIRECTORS AND THE PRESIDENT: SVEN NYMAN | | Management | | No Action | | | | |
| | | | | |
10.11 | | DISCHARGE FROM LIABILITY OF THE DIRECTOR OF THE BOARD OF DIRECTORS AND THE PRESIDENT: LARS OTTERSGARD | | Management | | No Action | | | | |
| | | | | |
10.12 | | DISCHARGE FROM LIABILITY OF THE DIRECTOR OF THE BOARD OF DIRECTORS AND THE PRESIDENT: JESPER OVESEN | | Management | | No Action | | | | |
| | | | | |
10.13 | | DISCHARGE FROM LIABILITY OF THE DIRECTOR OF THE BOARD OF DIRECTORS AND THE PRESIDENT: HELENA SAXON | | Management | | No Action | | | | |
| | | | | |
10.14 | | DISCHARGE FROM LIABILITY OF THE DIRECTOR OF THE BOARD OF DIRECTORS AND THE PRESIDENT: JOHAN TORGEBY (AS MEMBER OF THE BOARD OF DIRECTORS) | | Management | | No Action | | | | |
| | | | | |
10.15 | | DISCHARGE FROM LIABILITY OF THE DIRECTOR OF THE BOARD OF DIRECTORS AND THE PRESIDENT: MARCUS WALLENBERG | | Management | | No Action | | | | |
| | | | | |
10.16 | | DISCHARGE FROM LIABILITY OF THE DIRECTOR OF THE BOARD OF DIRECTORS AND THE PRESIDENT: HAKAN WESTERBERG | | Management | | No Action | | | | |
| | | | | |
10.17 | | DISCHARGE FROM LIABILITY OF THE DIRECTOR OF THE BOARD OF DIRECTORS AND THE PRESIDENT: JOHAN TORGEBY (AS PRESIDENT) | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT RESOLUTIONS 11 TO 14.A2 AND 14.A4 TO 15 ARE PROPOSED BY-NOMINATION COMMITTEE AND BOARD DOES NOT MAKE ANY RECOMMENDATION ON THESE-PROPOSALS. THE STANDING INSTRUCTIONS ARE DISABLED FOR THIS MEETING | | Non-Voting | | | | | | |
| | | | | |
11 | | DETERMINATION OF THE NUMBER OF DIRECTORS AND AUDITORS TO BE ELECTED BY THE MEETING: 10 DIRECTORS AND ONE AUDITOR | | Management | | No Action | | | | |
| | | | | |
12 | | DETERMINATION OF THE NUMBER OF AUDITORS: ONE AUDITOR | | Management | | No Action | | | | |
| | | | | |
13.1 | | DETERMINATION OF REMUNERATION TO THE DIRECTORS AND THE AUDITOR ELECTED BY THE MEETING: FEES TO THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
13.2 | | DETERMINATION OF REMUNERATION TO THE DIRECTORS AND THE AUDITOR ELECTED BY THE MEETING: FEES TO THE AUDITOR | | Management | | No Action | | | | |
| | | | | |
14.A1 | | ELECTION OF THE MEMBER OF THE BOARD OF DIRECTORS UNTIL THE ANNUAL GENERAL MEETING 2021: SIGNHILD ARNEGARD HANSEN | | Management | | No Action | | | | |
| | | | | |
14.A2 | | ELECTION OF THE MEMBER OF THE BOARD OF DIRECTORS UNTIL THE ANNUAL GENERAL MEETING 2021: ANNE-CATHERINE BERNER | | Management | | No Action | | | | |
| | | | | |
14.A3 | | ELECTION OF THE MEMBER OF THE BOARD OF DIRECTORS UNTIL THE ANNUAL GENERAL- MEETING 2021: SAMIR BRIKHO | | Non-Voting | | | | | | |
| | | | | |
14.A4 | | ELECTION OF THE MEMBER OF THE BOARD OF DIRECTORS UNTIL THE ANNUAL GENERAL MEETING 2021: WINNIE FOK | | Management | | No Action | | | | |
| | | | | |
14.A5 | | ELECTION OF THE MEMBER OF THE BOARD OF DIRECTORS UNTIL THE ANNUAL GENERAL MEETING 2021: SVEN NYMAN | | Management | | No Action | | | | |
| | | | | |
14.A6 | | ELECTION OF THE MEMBER OF THE BOARD OF DIRECTORS UNTIL THE ANNUAL GENERAL MEETING 2021: LARS OTTERSGARD | | Management | | No Action | | | | |
| | | | | |
14.A7 | | ELECTION OF THE MEMBER OF THE BOARD OF DIRECTORS UNTIL THE ANNUAL GENERAL MEETING 2021: JESPER OVESEN | | Management | | No Action | | | | |
| | | | | |
14.A8 | | ELECTION OF THE MEMBER OF THE BOARD OF DIRECTORS UNTIL THE ANNUAL GENERAL MEETING 2021: HELENA SAXON | | Management | | No Action | | | | |
| | | | | |
14.A9 | | ELECTION OF THE MEMBER OF THE BOARD OF DIRECTORS UNTIL THE ANNUAL GENERAL MEETING 2021: JOHAN TORGEBY | | Management | | No Action | | | | |
| | | | | |
14A10 | | ELECTION OF THE MEMBER OF THE BOARD OF DIRECTORS UNTIL THE ANNUAL GENERAL MEETING 2021: MARCUS WALLENBERG | | Management | | No Action | | | | |
| | | | | |
14.B | | THE NOMINATION COMMITTEE PROPOSES RE- ELECTION OF MARCUS WALLENBERG AS CHAIRMAN OF THE BOARD | | Management | | No Action | | | | |
| | | | | |
15 | | ELECTION OF AUDITOR: THE NOMINATION COMMITTEE PROPOSES ELECTION OF THE REGISTERED PUBLIC ACCOUNTING FIRM ERNST & YOUNG AB FOR THE PERIOD UP TO AND INCLUDING THE ANNUAL GENERAL MEETING 2021. SHOULD ERNST & YOUNG AB BE ELECTED, THE AUTHORISED PUBLIC ACCOUNTANT HAMISH MABON WILL BE MAIN RESPONSIBLE | | Management | | No Action | | | | |
| | | | | |
16 | | THE BOARD OF DIRECTOR’S PROPOSAL ON GUIDELINES FOR SALARY AND OTHER REMUNERATION FOR THE PRESIDENT AND OTHER MEMBERS OF THE GROUP EXECUTIVE COMMITTEE | | Management | | No Action | | | | |
| | | | | |
17.A | | THE BOARD OF DIRECTOR’S PROPOSAL ON LONG- TERM EQUITY PROGRAMMES FOR 2020: SEB ALL EMPLOYEE PROGRAMME 2020 (AEP) FOR ALL EMPLOYEES IN MOST OF THE COUNTRIES WHERE SEB OPERATES | | Management | | No Action | | | | |
| | | | | |
17.B | | THE BOARD OF DIRECTOR’S PROPOSAL ON LONG- TERM EQUITY PROGRAMMES FOR 2020: SEB SHARE DEFERRAL PROGRAMME 2020 (SDP) FOR THE GROUP EXECUTIVE COMMITTEE, CERTAIN OTHER SENIOR MANAGERS AND KEY EMPLOYEES | | Management | | No Action | | | | |
| | | | | |
17.C | | THE BOARD OF DIRECTOR’S PROPOSAL ON LONG- TERM EQUITY PROGRAMMES FOR 2020: SEB RESTRICTED SHARE PROGRAMME 2020 (RSP) FOR OTHER THAN SENIOR MANAGERS IN CERTAIN BUSINESS UNITS | | Management | | No Action | | | | |
| | | | | |
18.A | | THE BOARD OF DIRECTOR’S PROPOSAL ON THE ACQUISITION AND SALE OF THE BANK’S OWN SHARES: ACQUISITION OF THE BANK’S OWN SHARES IN ITS SECURITIES BUSINESS | | Management | | No Action | | | | |
| | | | | |
18.B | | THE BOARD OF DIRECTOR’S PROPOSAL ON THE ACQUISITION AND SALE OF THE BANK’S OWN SHARES: ACQUISITION AND SALE OF THE BANK’S OWN SHARES FOR CAPITAL PURPOSES AND FOR LONG-TERM EQUITY PROGRAMMES | | Management | | No Action | | | | |
| | | | | |
18.C | | THE BOARD OF DIRECTOR’S PROPOSAL ON THE ACQUISITION AND SALE OF THE BANK’S OWN SHARES: TRANSFER OF THE BANK’S OWN SHARES TO PARTICIPANTS IN THE 2020 LONG-TERM EQUITY PROGRAMMES | | Management | | No Action | | | | |
| | | | | |
19 | | THE BOARD OF DIRECTOR’S PROPOSAL FOR DECISION ON AUTHORISATION TO THE BOARD OF DIRECTORS TO ISSUE CONVERTIBLES | | Management | | No Action | | | | |
| | | | | |
20 | | THE BOARD OF DIRECTOR’S PROPOSAL ON THE APPOINTMENT OF AUDITORS OF FOUNDATIONS THAT HAVE DELEGATED THEIR BUSINESS TO THE BANK | | Management | | No Action | | | | |
| | | | | |
21 | | PROPOSAL FROM THE BOARD OF DIRECTORS TO AMEND THE ARTICLES OF ASSOCIATION | | Management | | No Action | | | | |
| | | | | |
22 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: PROPOSAL FROM THE SHAREHOLDER THORWALD ARVIDSSON TO AMEND THE ARTICLES OF ASSOCIATION | | Shareholder | | No Action | | | | |
| | | | | |
23 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: PROPOSAL FROM THE SHAREHOLDER THORWALD ARVIDSSON REGARDING VOTING RIGHTS GRADING AND REPRESENTATION FOR CERTAIN SHAREHOLDERS IN THE BOARD OF DIRECTORS AND THE NOMINATION COMMITTEE | | Shareholder | | No Action | | | | |
| | | | | |
24 | | CLOSING OF THE ANNUAL GENERAL MEETING | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1 | | VOTING ON THE REPORT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
2 | | VOTING ON THE COMPANY’S EXTERNAL AUDITORS REPORT FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
3 | | VOTING ON THE COMPANY’S FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
4 | | VOTING ON APPOINTING EXTERNAL AUDITORS FOR THE COMPANY AMONG THOSE NOMINEES BASED ON THE RECOMMENDATION OF THE AUDIT COMMITTEE TO REVIEW AND AUDIT THE FINANCIAL STATEMENTS FOR THE SECOND, THIRD AND FOURTH QUARTERS AND ANNUAL FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2020 AND THE FIRST QUARTER OF THE FINANCIAL YEAR 2021 AND DETERMINING THEIR FEES | | Management | | For | | For | | |
| | | | | |
5 | | VOTING ON THE DISBURSEMENT OF SAR (3,098,000) AS REMUNERATION FOR MEMBERS OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
6 | | VOTING ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS FROM LIABILITY FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
7 | | VOTING ON AUTHORIZING THE BOARD OF DIRECTORS TO DISTRIBUTE INTERIM CASH DIVIDENDS TO THE SHAREHOLDERS ON BIANNUAL OR QUARTERLY BASIS FOR THE FINANCIAL YEAR 2020 | | Management | | For | | For | | |
| | | | | |
8 | | VOTING ON THE PURCHASE OF THE LTIP SHARES, BY THE COMPANY, IN ORDER TO FULFIL THE CURRENT LTIP CYCLE’S REQUIRED SHARES PURCHASE, BEING AN APPROVAL OF THE PURCHASE OF LTIP SHARES, BY THE COMPANY, TO A MAXIMUM VALUE OF SR (14,275,322) FOR ITS ENTITLED LTIP EMPLOYEES. THE ALLOCATION WILL BE DONE WITHIN A MAXIMUM PERIOD OF 12 (TWELVE) MONTHS FROM THE DATE OF THE EXTRAORDINARY GENERAL ASSEMBLY MEETING AND THE PURCHASE WILL BE FINANCED THROUGH COMPANY’S FUND. TO AUTHORISE THE BOARD TO FINALISE THE SHARE BUY-BACK TRANSACTION(S), IN ONE OR SEVERAL PHASES, AND TO AUTHORISE THE EXECUTION OF THE LTIP SHARES TRANSACTIONS, AND/OR THE DELEGATION OF THE AUTHORITY TO AUTHORISE THE EXECUTION OF THE LTIP SHARES TRANSACTIONS | | Management | | For | | For | | |
| | | | | |
9 | | VOTING ON THE APPOINTMENT OF MRS. JOY LINTON AS NON-EXECUTIVE BOARD MEMBER EFFECTIVELY FROM THE DATE OF HER APPOINTMENT ON 01/12/2019 TO COMPLETE THE BOARD CURRENT SESSION WHICH WILL BE OVER BY 30/06/2022, SUCCEEDING THE FORMER BOARD MEMBER MR. SIMON PRESTON (NON-EXECUTIVE BOARD MEMBER) | | Management | | For | | For | | |
| | | | | |
10 | | VOTING ON THE APPOINTMENT OF ONE BOARD MEMBER AMONG THOSE NOMINEES TO FILL THE VACANCY, EFFECTIVE FROM THE DATE OF THE ASSEMBLY MEETING ON 30/06/2020 AND UP TO 30/06/2020 | | Management | | For | | For | | |
| | | | | |
11 | | VOTING ON THE UPDATE OF THE BOARD COMMITTEE MEMBER REMUNERATION POLICY | | Management | | For | | For | | |
| | | | | |
12 | | VOTING ON THE UPDATE OF THE BOARD OF DIRECTORS MEMBER REMUNERATION POLICY | | Management | | For | | For | | |
| | | | | |
13 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND THE BUPA GLOBAL MARKET UNIT, IN WHICH THE FOLLOWING BOARD MEMBERS MR. DAVID MARTIN FLETCHER, MR. MARTIN HOUSTON, MR. SIMEON PRESTON AND MRS. JOY LINTON HAVE INDIRECT INTEREST, IT IS CONTRACTS LINKED BETWEEN BUPA INSURANCE LIMITED AND BUPA GLOBAL MARKET UNIT, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (36,423) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
14 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND NAZER CLINICS MEDICAL COMPANY, IN WHICH THE FOLLOWING BOARD MEMBERS MR. LOAY NAZER AND MR. TAL NAZER HAVE INDIRECT INTEREST, IT IS THE OPERATING FEES FOR THE INTERNAL CLINICS OF BUPA ARABIA EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (132.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
15 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND NCB CAPITAL , IN WHICH THE BOARD MEMBER DR. ADNAN A. SOUFI HAS INDIRECT INTEREST, IT IS INVESTMENT SERVICE FEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (715.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
16 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND NAZER CLINICS MEDICAL COMPANY, IN WHICH THE FOLLOWING BOARD MEMBERS MR. LOAY NAZER AND MR. TAL NAZER HAVE INDIRECT INTEREST, IT IS BUILT-IN SHARING COSTS, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (673.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
17 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND BUPA INVESTMENTS OVERSEAS LIMITED, IN WHICH THE FOLLOWING BOARD MEMBERS MR. DAVID MARTIN FLETCHER, MR. MARTIN HOUSTON, MR. SIMEON PRESTON AND MRS. JOY LINTON HAVE INDIRECT INTEREST, IT IS RELATION TO THE TAX EQUALIZATION ADJUSTMENT, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (2,988.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
18 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND BUPA INVESTMENTS OVERSEAS LIMITED, IN WHICH THE FOLLOWING BOARD MEMBERS MR. DAVID MARTIN FLETCHER, MR. MARTIN HOUSTON, MR. SIMEON PRESTON AND MRS. JOY LINTON HAVE INDIRECT INTEREST, IT IS THE REMUNERATIONS OF BOARD MEMBERS PAID FOR THEIR MEMBERSHIP IN BUPA ARABIA BOARD, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (7,000.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
19 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND BUPA INVESTMENTS OVERSEAS LIMITED, IN WHICH THE FOLLOWING BOARD MEMBERS MR. DAVID MARTIN FLETCHER, MR. MARTIN HOUSTON, MR. SIMEON PRESTON AND MRS. JOY LINTON HAVE INDIRECT INTEREST, IT IS INSURANCE COSTS, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (6,009.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
20 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND BUPA MIDDLE EAST HOLDINGS TWO W.L.L, IN WHICH THE FOLLOWING BOARD MEMBERS MR. LOAY NAZER, MR. TAL NAZER, MR. DAVID MARTIN FLETCHER, MR. MARTIN HOUSTON, MR. SIMEON PRESTON AND MRS. JOY LINTON HAVE INDIRECT INTEREST, IT IS RELATING TO BRAND FEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (23,608.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
21 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY, IN WHICH THE BOARD MEMBER MR. TAL NAZER HAS INDIRECT INTEREST, IT IS THE COST OF PROVIDING HEALTH INSURANCE TO THE EMPLOYEES OF BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (19,155.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
22 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND NAZER GROUP HOLDING COMPANY, IN WHICH THE FOLLOWING BOARD MEMBERS MR. LOAY NAZER AND MR. TAL NAZER HAVE INDIRECT INTEREST, IT IS THE COSTS OF SECURING ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (656.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
23 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND NAZER CLINICS MEDICAL COMPANY, IN WHICH THE FOLLOWING BOARD MEMBERS MR. LOAY NAZER AND MR. TAL NAZER HAVE INDIRECT INTEREST, IT IS THE COSTS OF SECURING ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (2,774.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
24 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND NAZER FOR DIALYSIS AND ADVANCED HEALTH SERVICES LIMITED, IN WHICH THE FOLLOWING BOARD MEMBERS MR. LOAY NAZER AND MR. TAL NAZER HAVE INDIRECT INTEREST, IT IS THE COST OF MEDICAL INSURANCE FOR ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (6,286.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
25 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND NAWAH HEALTHCARE COMPANY, IN WHICH THE FOLLOWING BOARD MEMBERS MR. LOAY NAZER AND MR. TAL NAZER HAVE INDIRECT INTEREST, IT IS THE COSTS OF SECURING ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (535.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
26 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND NAZER FOR DIALYSIS AND ADVANCED HEALTH SERVICES LIMITED, IN WHICH THE FOLLOWING BOARD MEMBERS MR. LOAY NAZER AND MR. TAL NAZER HAVE INDIRECT INTEREST, IT IS PROVISION SOME MEDICAL AND PROFESSIONAL SERVICES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (2,945.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
27 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND NATIONAL COMMERCIAL BANK, IN WHICH THE BOARD MEMBER MR. ZAID ALGWAIZ HAS INDIRECT INTEREST, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (151,004.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
28 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND GULF INTERNATIONAL BANK (GIB), IN WHICH THE BOARD MEMBER MR. ZAID ALGWAIZ HAS INDIRECT INTEREST, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (9,423.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
29 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND ALRAJHI STEEL COMPANY, IN WHICH THE BOARD MEMBER MR. ZAID ALGWAIZ HAS INDIRECT INTEREST, IT IS THE COST OF MEDICAL INSURANCE FOR ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (6,878.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
30 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND ETIHAD ETISALAT COMPANY (MOBILY), IN WHICH THE BOARD MEMBER MR. ZAID ALGWAIZ HAS INDIRECT INTEREST, IT IS THE COST OF MEDICAL INSURANCE FOR ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (76,456.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
31 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND MA’ADEN CORPORATE (SAUDI ARABIAN MINING COMPANY), IN WHICH THE BOARD MEMBER MR. ZAID ALGWAIZ HAS INDIRECT INTEREST, IT IS THE COST OF MEDICAL INSURANCE FOR ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (11,092.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
32 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND SAUDI INDUSTRIAL INVESTMENT GROUP, IN WHICH THE BOARD MEMBER MR. ZAID ALGWAIZ HAS INDIRECT INTEREST, IT IS THE COST OF MEDICAL INSURANCE FOR ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (236.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
33 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND BAWAN WOOD INDUSTRIES COMPANY, IN WHICH THE BOARD MEMBER MR. ZAID ALGWAIZ HAS INDIRECT INTEREST, IT IS THE COST OF MEDICAL INSURANCE FOR ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (1,457.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
34 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND BAWAN WOOD INDUSTRIES COMPANY, IN WHICH THE BOARD MEMBER MR. ZAID ALGWAIZ HAS INDIRECT INTEREST, IT IS THE COST OF MEDICAL INSURANCE FOR ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (1,266.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
35 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND AL RAJHI BANK, IN WHICH THE BOARD MEMBER MR. ZAID ALGWAIZ HAS INDIRECT INTEREST, IT IS THE COST OF MEDICAL INSURANCE FOR ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (101,136.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
36 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND RIYADH CABLES GROUP COMPANY, IN WHICH THE BOARD MEMBER MR. ZAID ALGWAIZ HAS INDIRECT INTEREST, IT IS THE COST OF MEDICAL INSURANCE FOR ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (8,329.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
37 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND CAREEM COMPANY, IN WHICH THE BOARD MEMBER MR. ABDULLAH ELYA HAS INDIRECT INTEREST, IT IS THE COST OF MEDICAL INSURANCE FOR ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (8,329.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
38 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND NCB CAPITAL (GIB), IN WHICH THE BOARD MEMBER MR. ADNAN A. SOUFI HAS INDIRECT INTEREST, IT IS IT IS THE COST OF MEDICAL INSURANCE, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (4,813.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
39 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND SAUDI ECONOMY DEVELOPMENT CO. HOLDING (SEDCO), IN WHICH THE BOARD MEMBER MR. ADNAN A. SOUFI HAS INDIRECT INTEREST, IT IS IT IS THE COST OF MEDICAL INSURANCE, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (3,237.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
40 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND FAITIHI HOLDING GROUP, IN WHICH THE BOARD MEMBER MR. ADNAN A. SOUFI HAS INDIRECT INTEREST, IT IS IT IS THE COST OF MEDICAL INSURANCE, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (1,487.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
41 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND MR. ABDULHADI ALI SHAYIF, IN WHICH THE BOARD MEMBER MR. ABDULHADI ALI SHAYIF HAS INDIRECT INTEREST, IT IS MEDICAL INSURANCE FOR FAMILY MEMBERS AND EMPLOYEES WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (64.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
42 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND WATER BOTTLING CO. LTD., IN WHICH THE BOARD MEMBER MR. ABDULHADI ALI SHAYIF HAS INDIRECT INTEREST, IT IS IT IS THE COST OF MEDICAL INSURANCE, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (3,379.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
43 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND NCB CAPITAL, IN WHICH THE BOARD MEMBER MR. ADNAN A. SOUFI HAS INDIRECT INTEREST, IT IS COSTS AND FEES FOR PROVIDING FINANCIAL SERVICES TO THE COMPANY, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (1,429.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
44 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND SAUDI STEEL PIPE COMPANY, IN WHICH THE COMPANY’S FINANCIAL CHIEF, MR. NADER MOHAMMAD SALEH ASHOUR HAS INDIRECT INTEREST, IT IS MEDICAL INSURANCE FOR EMPLOYEES OF SAUDI STEEL PIPE COMPANY, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (4,140.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
45 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND AHMED MOHAMMED BAESHEN CO (AMB), IN WHICH THE BOARD MEMBER MR. ALI MOHAMED SAADI SHENEAMER HAS INDIRECT INTEREST, IT IS IT IS THE COST OF MEDICAL INSURANCE, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (2,999.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
46 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND AL- ITTIHAD FOOTBALL CLUB (ITTIHAD), IN WHICH THE BOARD MEMBER MR. LOAY NAZER HAS INDIRECT INTEREST, IT IS A SPONSORING CONTRACT, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (2,538.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
47 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND AL- HILAL FOOTBALL CLUB (HILAL), IN WHICH THE AUDIT COMMITTEE MEMBER MR. SULIMAN ALHATLAAN ALKAHTANI HAS INDIRECT INTEREST, IT IS A SPONSORING CONTRACT, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (3,170.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
48 | | VOTING ON THE AMENDMENT TO ARTICLE 1 OF THE COMPANY’S BY-LAWS RELATING TO INCORPORATION | | Management | | For | | For | | |
| | | | | |
49 | | VOTING ON THE AMENDMENT TO ARTICLE 3 OF THE COMPANY’S BY-LAWS RELATING TO OBJECTIVES OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
50 | | VOTING ON THE AMENDMENT TO ARTICLE 4 OF THE COMPANY’S BY-LAWS RELATING TO PARTICIPATION & ACQUISITION OF COMPANIES | | Management | | For | | For | | |
| | | | | |
51 | | VOTING ON THE AMENDMENT TO ARTICLE 11 OF THE COMPANY’S BY-LAWS RELATING TO SHARES ISSUANCE | | Management | | For | | For | | |
| | | | | |
52 | | VOTING ON THE AMENDMENT TO ARTICLE 12 OF THE COMPANY’S BY-LAWS RELATING TO TRADING OF SHARES | | Management | | For | | For | | |
| | | | | |
53 | | VOTING ON THE AMENDMENT TO ARTICLE 13 OF THE COMPANY’S BY-LAWS RELATING TO INCREASE OF CAPITAL | | Management | | For | | For | | |
| | | | | |
54 | | VOTING ON THE AMENDMENT TO ARTICLE 14 OF THE COMPANY’S BY-LAWS RELATING TO DECREASE OF CAPITAL | | Management | | For | | For | | |
| | | | | |
55 | | VOTING ON THE AMENDMENT TO ARTICLE 15 OF THE COMPANY’S BY-LAWS RELATING TO MANAGEMENT OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
56 | | VOTING ON THE AMENDMENT TO ARTICLE 16 OF THE COMPANY’S BY-LAWS RELATING TO TERMINATION OF MEMBERSHIP | | Management | | For | | For | | |
| | | | | |
57 | | VOTING ON THE AMENDMENT TO ARTICLE 17 OF THE COMPANY’S BY-LAWS RELATING TO VACANT POSITION IN THE BOARD | | Management | | For | | For | | |
| | | | | |
58 | | VOTING ON THE AMENDMENT TO ARTICLE 18 OF THE COMPANY’S BY-LAWS RELATING TO AUTHORITIES OF THE BOARD | | Management | | For | | For | | |
| | | | | |
59 | | VOTING ON THE AMENDMENT TO ARTICLE 19 OF THE COMPANY’S BY-LAWS RELATING TO REMUNERATION OF BOARD MEMBERS AND MANAGING DIRECTOR | | Management | | For | | For | | |
| | | | | |
60 | | VOTING ON THE AMENDMENT TO ARTICLE 20 OF THE COMPANY’S BY-LAWS RELATING TO TO THE TERMS OF REFERENCE AND TERM OF OFFICE OF THE BOARD CHAIRMAN, VICE-CHAIRMAN, MANAGING DIRECTOR AND SECRETARY | | Management | | For | | For | | |
| | | | | |
61 | | VOTING ON THE AMENDMENT TO ARTICLE 21 OF THE COMPANY’S BY-LAWS RELATING TO BOARD MEETINGS | | Management | | For | | For | | |
| | | | | |
62 | | VOTING ON THE AMENDMENT TO ARTICLE 22 OF THE COMPANY’S BY-LAWS RELATING TO QUORUM FOR MEETINGS OF THE BOARD OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
63 | | VOTING ON THE AMENDMENT TO ARTICLE 24 OF THE COMPANY’S BY-LAWS RELATING TO AGREEMENTS & CONTRACTS | | Management | | For | | For | | |
| | | | | |
64 | | VOTING ON THE AMENDMENT TO ARTICLE 25 OF THE COMPANY’S BY-LAWS RELATING TO ATTENDING OF ASSEMBLIES | | Management | | For | | For | | |
| | | | | |
65 | | VOTING ON THE AMENDMENT TO ARTICLE 26 OF THE COMPANY’S BY-LAWS RELATING TO CONSTITUENT GENERAL ASSEMBLY | | Management | | For | | For | | |
| | | | | |
66 | | VOTING ON THE AMENDMENT TO ARTICLE 27 OF THE COMPANY’S BY-LAWS RELATING TO TERMS OF REFERENCE OF THE CONSTITUENT GENERAL ASSEMBLY | | Management | | For | | For | | |
| | | | | |
67 | | VOTING ON THE AMENDMENT TO ARTICLE 28 OF THE COMPANY’S BY-LAWS RELATING TO TERMS OF REFERENCE OF THE ORDINARY GENERAL ASSEMBLY | | Management | | For | | For | | |
| | | | | |
68 | | VOTING ON THE AMENDMENT TO ARTICLE 30 OF THE COMPANY’S BY-LAWS RELATING TO INVITATIONS TO GENERAL ASSEMBLIES | | Management | | For | | For | | |
| | | | | |
69 | | VOTING ON THE AMENDMENT TO ARTICLE 33 OF THE COMPANY’S BY-LAWS RELATING TO QUORUM FOR THE ORDINARY GENERAL ASSEMBLY | | Management | | For | | For | | |
| | | | | |
70 | | VOTING ON THE AMENDMENT TO ARTICLE 39 OF THE COMPANY’S BY-LAWS RELATING TO APPOINTMENT OF AUDITORS | | Management | | For | | For | | |
| | | | | |
71 | | VOTING ON THE AMENDMENT TO ARTICLE 41 OF THE COMPANY’S BY-LAWS RELATING TO AUDITOR’S OBLIGATIONS | | Management | | For | | For | | |
| | | | | |
72 | | VOTING ON THE AMENDMENT TO ARTICLE 45 OF THE COMPANY’S BY-LAWS RELATING TO ZAKAT & RESERVES | | Management | | For | | For | | |
| | | | | |
73 | | VOTING ON THE AMENDMENT TO ARTICLE 46 OF THE COMPANY’S BY-LAWS RELATING TO ENTITLEMENT TO DIVIDENDS | | Management | | For | | For | | |
| | | | | |
74 | | VOTING ON THE AMENDMENT TO ARTICLE 49 OF THE COMPANY’S BY-LAWS RELATING TO LIABILITIES OF THE MEMBER OF THE BOARD OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
75 | | VOTING ON THE AMENDMENT TO ARTICLE 50 OF THE COMPANY’S BY-LAWS RELATING TO DISSOLUTION OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
76 | | VOTING ON THE AMENDMENT TO ARTICLE 51 OF THE COMPANY’S BY-LAWS RELATING TO THE COMPANY SYSTEM | | Management | | For | | For | | |
Harding, Loevner Funds, Inc. - International Equity Portfolio
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
O.1 | | ACCEPTANCE OF ANNUAL FINANCIAL STATEMENTS | | Management | | For | | For | | |
| | | | | |
O.2 | | CONFIRMATION AND APPROVAL OF PAYMENT OF DIVIDENDS | | Management | | For | | For | | |
| | | | | |
O.3 | | REAPPOINTMENT OF PRICEWATERHOUSECOOPERS INC. AS AUDITOR | | Management | | For | | For | | |
| | | | | |
O.4 | | TO CONFIRM THE APPOINTMENT OF F L N LETELE AS A NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.5.1 | | TO RE-ELECT THE FOLLOWING DIRECTOR: J P BEKKER | | Management | | For | | For | | |
| | | | | |
O.5.2 | | TO RE-ELECT THE FOLLOWING DIRECTOR: S J Z PACAK | | Management | | For | | For | | |
| | | | | |
O.5.3 | | TO RE-ELECT THE FOLLOWING DIRECTOR: J D T STOFBERG | | Management | | For | | For | | |
| | | | | |
O.5.4 | | TO RE-ELECT THE FOLLOWING DIRECTOR: B J VAN DER ROSS | | Management | | For | | For | | |
| | | | | |
O.5.5 | | TO RE-ELECT THE FOLLOWING DIRECTOR: D MEYER | | Management | | For | | For | | |
| | | | | |
O.6.1 | | APPOINTMENT OF THE FOLLOWING AUDIT COMMITTEE MEMBER: D G ERIKSSON | | Management | | For | | For | | |
| | | | | |
O.6.2 | | APPOINTMENT OF THE FOLLOWING AUDIT COMMITTEE MEMBER: B J VAN DER ROSS | | Management | | For | | For | | |
| | | | | |
O.6.3 | | APPOINTMENT OF THE FOLLOWING AUDIT COMMITTEE MEMBER: R C C JAFTA | | Management | | For | | For | | |
| | | | | |
O.7 | | TO ENDORSE THE COMPANY’S REMUNERATION POLICY | | Management | | For | | For | | |
| | | | | |
O.8 | | TO APPROVE THE IMPLEMENTATION REPORT OF THE REMUNERATION REPORT | | Management | | For | | For | | |
| | | | | |
O.9 | | APPROVAL OF GENERAL AUTHORITY PLACING UNISSUED SHARES UNDER THE CONTROL OF THE DIRECTORS | | Management | | Against | | Against | | |
| | | | | |
O.10 | | APPROVAL OF GENERAL ISSUE OF SHARES FOR CASH | | Management | | For | | For | | |
| | | | | |
O.11 | | APPROVAL OF AMENDMENTS TO THE NASPERS RESTRICTED STOCK PLAN TRUST | | Management | | For | | For | | |
| | | | | |
O.12 | | AUTHORISATION TO IMPLEMENT ALL RESOLUTIONS ADOPTED AT THE ANNUAL GENERAL MEETING | | Management | | For | | For | | |
| | | | | |
S.1.1 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: BOARD: CHAIR | | Management | | For | | For | | |
| | | | | |
S.1.2 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: BOARD: MEMBER | | Management | | For | | For | | |
| | | | | |
S.1.3 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: AUDIT COMMITTEE: CHAIR | | Management | | For | | For | | |
| | | | | |
S.1.4 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: AUDIT COMMITTEE: MEMBER | | Management | | For | | For | | |
| | | | | |
S.1.5 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: RISK COMMITTEE: CHAIR | | Management | | For | | For | | |
| | | | | |
S.1.6 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: RISK COMMITTEE: MEMBER | | Management | | For | | For | | |
| | | | | |
S.1.7 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: HUMAN RESOURCES AND REMUNERATION COMMITTEE: CHAIR | | Management | | For | | For | | |
| | | | | |
S.1.8 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: HUMAN RESOURCES AND REMUNERATION COMMITTEE: MEMBER | | Management | | For | | For | | |
| | | | | |
S.1.9 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: NOMINATION COMMITTEE: CHAIR | | Management | | For | | For | | |
| | | | | |
S.110 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: NOMINATION COMMITTEE: MEMBER | | Management | | For | | For | | |
| | | | | |
S.111 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: SOCIAL AND ETHICS COMMITTEE: CHAIR | | Management | | For | | For | | |
| | | | | |
S.112 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: SOCIAL AND ETHICS COMMITTEE: MEMBER | | Management | | For | | For | | |
| | | | | |
S.113 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: TRUSTEES OF GROUP SHARE SCHEMES/OTHER PERSONNEL FUNDS | | Management | | For | | For | | |
| | | | | |
S.2 | | APPROVE GENERALLY THE PROVISION OF FINANCIAL ASSISTANCE IN TERMS OF SECTION 44 OF THE ACT | | Management | | For | | For | | |
| | | | | |
S.3 | | APPROVE GENERALLY THE PROVISION OF FINANCIAL ASSISTANCE IN TERMS OF SECTION 45 OF THE ACT | | Management | | For | | For | | |
| | | | | |
S.4 | | GENERAL AUTHORITY FOR THE COMPANY OR ITS SUBSIDIARIES TO ACQUIRE N ORDINARY SHARES IN THE COMPANY | | Management | | For | | For | | |
| | | | | |
S.5 | | GENERAL AUTHORITY FOR THE COMPANY OR ITS SUBSIDIARIES TO ACQUIRE A ORDINARY SHARES IN THE COMPANY | | Management | | For | | For | | |
| | | | | |
S.6 | | GRANTING THE SPECIFIC REPURCHASE AUTHORITY | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | PLEASE NOTE THAT FOLLOWING THE AMENDMENT TO PARAGRAPH 21 OF THE SECURITIES-TRADE ACT ON 9TH JULY 2015 AND THE OVER-RULING OF THE DISTRICT COURT IN-COLOGNE JUDGMENT FROM 6TH JUNE 2012 THE VOTING PROCESS HAS NOW CHANGED WITH-REGARD TO THE GERMAN REGISTERED SHARES. AS A RESULT, IT IS NOW THE-RESPONSIBILITY OF THE END-INVESTOR (I.E. FINAL BENEFICIARY) AND NOT THE-INTERMEDIARY TO DISCLOSE RESPECTIVE FINAL BENEFICIARY VOTING RIGHTS THEREFORE-THE CUSTODIAN BANK / AGENT IN THE MARKET WILL BE SENDING THE VOTING DIRECTLY-TO MARKET AND IT IS THE END INVESTORS RESPONSIBILITY TO ENSURE THE- REGISTRATION ELEMENT IS COMPLETE WITH THE ISSUER DIRECTLY, SHOULD THEY HOLD-MORE THAN 3 % OF THE TOTAL SHARE CAPITAL | | Non-Voting | | | | | | |
| | | | | |
CMMT | | THE VOTE/REGISTRATION DEADLINE AS DISPLAYED ON PROXYEDGE IS SUBJECT TO CHANGE-AND WILL BE UPDATED AS SOON AS BROADRIDGE RECEIVES CONFIRMATION FROM THE SUB-CUSTODIANS REGARDING THEIR INSTRUCTION DEADLINE. FOR ANY QUERIES PLEASE-CONTACT YOUR CLIENT SERVICES REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN- CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE- NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS-AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS-NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR-QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS- USUAL. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 05.02.2020. FURTHER INFORMATION ON-COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER-TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE-ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES-DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN-THE BALLOT ON PROXYEDGE. | | Non-Voting | | | | | | |
| | | | | |
1 | | PRESENTATION OF THE FINANCIAL STATEMENTS AND ANNUAL REPORTS: PRESENTATION OF-THE FINANCIAL STATEMENTS AND ANNUAL REPORT FOR THE 2019 FINANCIAL YEAR WITH-THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP-ANNUAL REPORT | | Non-Voting | | | | | | |
| | | | | |
2 | | RESOLUTION ON THE APPROPRIATION OF THE DISTRIBUTABLE PROFIT THE DISTRIBUTABLE PROFIT OF EUR 337,684,699.17 SHALL BE APPROPRIATED AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0.27 PER DIVIDEND-ENTITLED NO-PAR SHARE EUR 1,466,556.84 SHALL BE ALLOCATED TO THE OTHER REVENUE RESERVES EX-DIVIDEND DATE: FEBRUARY 21, 2020 PAYABLE DATE: FEBRUARY 25, 2020 | | Management | | For | | For | | |
| | | | | |
3 | | RATIFICATION OF THE ACTS OF THE BOARD OF MDS | | Management | | For | | For | | |
| | | | | |
4 | | RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD | | Management | | For | | For | | |
| | | | | |
5 | | APPOINTMENT OF AUDITORS THE FOLLOWING ACCOUNTANTS SHALL BE APPOINTED AS AUDITORS AND GROUP AUDITORS FOR THE 2020 FINANCIAL YEAR: KPMG AG, MUNICH | | Management | | For | | For | | |
| | | | | |
6.A | | ELECTIONS TO THE SUPERVISORY BOARD: XIAOQUN CLEVER | | Management | | For | | For | | |
| | | | | |
6.B | | ELECTIONS TO THE SUPERVISORY BOARD: FRIEDRICH EICHINER | | Management | | For | | For | | |
| | | | | |
6.C | | ELECTIONS TO THE SUPERVISORY BOARD: HANS- ULRICH HOLDENRIED | | Management | | For | | For | | |
| | | | | |
6.D | | ELECTIONS TO THE SUPERVISORY BOARD: MANFRED PUFFER | | Management | | For | | For | | |
| | | | | |
6.E | | ELECTIONS TO THE SUPERVISORY BOARD: ULRICH SPIESSHOFER | | Management | | For | | For | | |
| | | | | |
6.F | | ELECTIONS TO THE SUPERVISORY BOARD: MARGRET SUCKALE | | Management | | For | | For | | |
| | | | | |
7 | | REVOCATION OF THE CONTINGENT CAPITAL 2010/I AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION THE EXISTING CONTINGENT CAPITAL 2010/I SHALL BE REVOKED | | Management | | For | | For | | |
| | | | | |
8 | | CREATION OF A NEW AUTHORIZED CAPITAL 2020/I AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION THE BOARD OF MDS SHALL BE AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE SHARE CAPITAL BY UP TO EUR 750,000,000 THROUGH THE ISSUE OF NEW REGISTERED NO- PAR SHARES AGAINST CONTRIBUTIONS IN CASH AND/OR KIND, ON OR BEFORE FEBRUARY 19, 2025 (AUTHORIZED CAPITAL 2020/I). SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR IN THE FOLLOWING CASES: - RESIDUAL AMOUNTS HAVE BEEN EXCLUDED FROM SUBSCRIPTION RIGHTS, - HOLDERS OF CONVERSION AND/OR OPTION RIGHTS HAVE BEEN GRANTED SUBSCRIP-TION RIGHTS, - SHARES HAVE BEEN ISSUED AGAINST CONTRIBUTIONS IN CASH AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE AND THE CAPITAL INCREASE DOES NOT EXCEED 10 PERCENT OF THE SHARE CAPITAL, - SHARES HAVE BEEN ISSUED AGAINST CONTRIBUTIONS IN KIND FOR ACQUISITION PURPOSES, - SHARES HAVE BEEN ISSUED FOR THE PAYMENT OF SCRIP DIVIDENDS | | Management | | For | | For | | |
| | | | | |
9 | | REVOCATION OF THE EXISTING AUTHORIZATION TO ISSUE CONVERTIBLE BONDS AND/OR WARRANT BONDS, A NEW AUTHORIZATION TO ISSUE CONVERTIBLE BONDS AND/OR WARRANT BONDS, THE REVOCATION OF THE CONTINGENT CAPITAL 2018, THE CREATION OF A NEW CONTINGENT CAPITAL 2020/I, AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION THE EXISTING AUTHORIZATION GIVEN BY THE SHAREHOLDERS’ MEETING OF FEBRUARY 22, 2018, TO ISSUE BONDS AND THE CORRESPONDING CONTINGENT CAPITAL 2018 SHALL BE REVOKED. THE BOARD OF MDS SHALL BE AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE BEARER OR REGISTERED CONVERTIBLE BONDS AND/OR WARRANT BONDS (REFERRED TO IN THE FOLLOWING AS ‘BONDS’) OF UP TO EUR 4,000,000,000, CONFERRING CONVERSION OR OPTION RIGHTS FOR SHARES OF THE COMPANY, ON OR BEFORE FEBRUARY 19, 2025. SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR IN THE FOLLOWING CASES: - BONDS HAVE BEEN ISSUED AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE AND CONFER CONVERSION OR OPTION RIGHTS FOR SHARES OF THE COMPANY OF UP TO 10 PERCENT OF THE SHARE CAPITAL, - RESIDUAL AMOUNTS HAVE BEEN EXCLUDED FROM SUBSCRIPTION RIGHTS, - HOLDERS OF CONVERSION OR OPTION RIGHTS HAVE BEEN GRANTED SUBSCRIPTION RIGHTS, BONDS HAVE BEEN ISSUED AGAINST CONTRIBUTIONS IN KIND. THE COMPANY’S SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO EUR 260,000,000 THROUGH THE ISSUE OF UP TO 130,000,000 NEW REGISTERED NO-PAR SHARES, INSOFAR AS CONVERSION OR OPTION RIGHTS ARE EXERCISED (CONTINGENT CAPITAL 2020/I) | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A- FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE- GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED- INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | IN CASE AMENDMENTS OR NEW RESOLUTIONS ARE PRESENTED DURING THE MEETING, YOUR- VOTE WILL DEFAULT TO ‘ABSTAIN’. SHARES CAN ALTERNATIVELY BE PASSED TO THE-CHAIRMAN OR A NAMED THIRD PARTY TO VOTE ON ANY SUCH ITEM RAISED. SHOULD YOU-WISH TO PASS CONTROL OF YOUR SHARES IN THIS WAY, PLEASE CONTACT YOUR-BROADRIDGE CLIENT SERVICE REPRESENTATIVE. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:-https://www.journal- officiel.gouv.fr/balo/document/202003062000440-29 | | Non-Voting | | | | | | |
| | | | | |
O.1 | | APPROVAL OF THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2019 | | Management | | For | | For | | |
| | | | | |
O.2 | | APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2019 | | Management | | For | | For | | |
| | | | | |
O.3 | | ALLOCATION OF INCOME FOR THE FINANCIAL YEAR AND SETTING OF THE DIVIDEND: EUR 2.55 PER SHARE | | Management | | For | | For | | |
| | | | | |
O.4 | | INFORMATION ON THE AGREEMENTS CONCLUDED DURING THE PREVIOUS FINANCIAL YEARS | | Management | | For | | For | | |
| | | | | |
O.5 | | APPROVAL OF A NEW REGULATED AGREEMENT RELATING TO THE CONDITIONS OF DEPARTURE OF THE DEPUTY CHIEF EXECUTIVE OFFICER MR. EMMANUEL BABEAU | | Management | | For | | For | | |
| | | | | |
O.6 | | APPROVAL OF THE COMPENSATION REPORT FOR THE PAST FINANCIAL YEAR | | Management | | For | | For | | |
| | | | | |
O.7 | | APPROVAL OF THE ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR 2019 OR ALLOCATED FOR THE SAME FINANCIAL YEAR TO MR. JEAN-PASCAL TRICOIRE AS CHAIRMAN AND CHIEF EXECUTIVE OFFICER | | Management | | For | | For | | |
| | | | | |
O.8 | | APPROVAL OF THE ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR 2019 OR ALLOCATED FOR THE SAME FINANCIAL YEAR TO MR. EMMANUEL BABEAU AS DEPUTY CHIEF EXECUTIVE OFFICER | | Management | | For | | For | | |
| | | | | |
O.9 | | APPROVAL OF THE COMPENSATION POLICY FOR THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER | | Management | | For | | For | | |
| | | | | |
O.10 | | APPROVAL (I) OF THE COMPENSATION POLICY SPECIFICALLY APPLICABLE TO MR. EMMANUEL BABEAU, DEPUTY CHIEF EXECUTIVE OFFICER, IN THE CONTEXT OF HIS DEPARTURE AND (II) OF THE COMPENSATION ELEMENTS AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR 2020 OR ALLOCATED FOR THE FINANCIAL YEAR 2020 TO THE LATTER | | Management | | For | | For | | |
| | | | | |
O.11 | | APPROVAL OF THE COMPENSATION POLICY FOR THE MEMBERS OF THE BOARD OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
O.12 | | RENEWAL OF THE TERM OF OFFICE OF MR. LEO APOTHEKER AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.13 | | RENEWAL OF THE TERM OF OFFICE OF MRS. CECILE CABANIS AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.14 | | RENEWAL OF THE TERM OF OFFICE OF MR. FRED KINDLE AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.15 | | RENEWAL OF THE TERM OF OFFICE OF MR. WILLY KISSLING AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.16 | | APPOINTMENT OF MRS. JILL LEE AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.17 | | AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO PURCHASE SHARES OF THE COMPANY - THE MAXIMUM PURCHASE PRICE IS SET AT 150 EUROS PER SHARE | | Management | | For | | For | | |
| | | | | |
E.18 | | AMENDMENT TO ARTICLE 11.4 OF THE BY-LAWS TO COMPLY WITH THE AMENDED LAWS AND TO ALLOW THE APPOINTMENT OF THE SECOND DIRECTOR REPRESENTING THE EMPLOYEES BY THE EUROPEAN COMMITTEE | | Management | | For | | For | | |
| | | | | |
E.19 | | AMENDMENT TO ARTICLES 13 AND 16 OF THE BY- LAWS TO COMPLY WITH THE AMENDED LAWS AND RECTIFICATION OF A MATERIAL ERROR | | Management | | For | | For | | |
| | | | | |
E.20 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH CAPITAL INCREASES RESERVED FOR MEMBERS OF THE COMPANY SAVINGS PLAN WITHIN THE LIMIT OF 2% OF THE SHARE CAPITAL, WITH CANCELLATION OF THE SHAREHOLDERS’ PRE- EMPTIVE SUBSCRIPTION RIGHT | | Management | | For | | For | | |
| | | | | |
E.21 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH CAPITAL INCREASES RESERVED FOR A CATEGORY OF BENEFICIARIES: IN FAVOUR OF EMPLOYEES OF FOREIGN COMPANIES OF THE GROUP, EITHER DIRECTLY, OR VIA ENTITIES ACTING ON THEIR BEHALF OR ENTITIES ACTING TO OFFER EMPLOYEES OF FOREIGN COMPANIES OF THE GROUP BENEFITS COMPARABLE TO THOSE OFFERED TO THE MEMBERS OF THE COMPANY SAVINGS PLAN, WITHIN THE LIMIT OF 1% OF THE SHARE CAPITAL, WITH CANCELLATION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT | | Management | | For | | For | | |
| | | | | |
O.22 | | POWERS TO CARRY OUT FORMALITIES | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST VOTE IF THE MEETING-REQUIRES APPROVAL FROM THE MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION | | Non-Voting | | | | | | |
| | | | | |
CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
1 | | OPENING OF THE MEETING AND ELECTION OF CHAIR: THAT HANS STRABERG IS ELECTED-CHAIR OF THE MEETING | | Non-Voting | | | | | | |
| | | | | |
2 | | PREPARATION AND APPROVAL OF VOTING LIST | | Non-Voting | | | | | | |
| | | | | |
3 | | APPROVAL OF AGENDA | | Non-Voting | | | | | | |
| | | | | |
4 | | ELECTION OF ONE OR TWO PERSONS TO APPROVE THE MINUTES | | Non-Voting | | | | | | |
| | | | | |
5 | | DETERMINATION WHETHER THE MEETING HAS BEEN PROPERLY CONVENED | | Non-Voting | | | | | | |
| | | | | |
6 | | PRESENTATION OF THE ANNUAL REPORT AND THE AUDITOR’S REPORT AS WELL AS THE- CONSOLIDATED ANNUAL REPORT AND THE CONSOLIDATED AUDITOR’S REPORT | | Non-Voting | | | | | | |
| | | | | |
7 | | THE PRESIDENT & CEO’S SPEECH AND QUESTIONS FROM SHAREHOLDERS TO THE BOARD OF- DIRECTORS AND THE MANAGEMENT | | Non-Voting | | | | | | |
| | | | | |
8.A | | DECISION REGARDING APPROVAL OF THE PROFIT AND LOSS ACCOUNT AND THE BALANCE SHEET AND THE CONSOLIDATED PROFIT AND LOSS ACCOUNT AND THE CONSOLIDATED BALANCE SHEET | | Management | | No Action | | | | |
| | | | | |
8.B | | DECISION REGARDING DISCHARGE FROM LIABILITY OF THE BOARD MEMBERS AND THE PRESIDENT & CEO | | Management | | No Action | | | | |
| | | | | |
8.C | | DECISION REGARDING THE ALLOCATION OF THE COMPANY’S PROFIT ACCORDING TO THE APPROVED BALANCE SHEET: SEK 3.50 PER SHARE | | Management | | No Action | | | | |
| | | | | |
8.D | | DECISION REGARDING RECORD DATE FOR DIVIDEND | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT RESOLUTIONS 9 TO 11 ARE PROPOSED BY NOMINATION COMMITTEE AND- BOARD DOES NOT MAKE ANY RECOMMENDATION ON THESE PROPOSALS. THE STANDING- INSTRUCTIONS ARE DISABLED FOR THIS MEETING | | Non-Voting | | | | | | |
| | | | | |
9.A | | DETERMINATION OF THE NUMBER OF BOARD MEMBERS AND DEPUTY MEMBERS: NINE | | Management | | No Action | | | | |
| | | | | |
9.B | | DETERMINATION OF THE NUMBER OF AUDITORS AND DEPUTY AUDITORS OR REGISTERED AUDITING COMPANY: ONE | | Management | | No Action | | | | |
| | | | | |
10.A | | ELECTION OF BOARD MEMBERS: RE-ELECTION OF STAFFAN BOHMAN, TINA DONIKOWSKI, JOHAN FORSSELL, SABINE NEUSS, MATS RAHMSTROM, HANS STRABERG, AND PETER WALLENBERG JR AND NEW ELECTION OF ANNA OHLSSON-LEIJON OCH GORDON RISKE | | Management | | No Action | | | | |
| | | | | |
10.B | | ELECTION OF CHAIR OF THE BOARD: THAT HANS STRABERG IS ELECTED CHAIR OF THE BOARD | | Management | | No Action | | | | |
| | | | | |
10.C | | ELECTION OF AUDITORS AND DEPUTY AUDITORS OR REGISTERED AUDITING COMPANY: ERNST & YOUNG AB | | Management | | No Action | | | | |
| | | | | |
11.A | | DETERMINING THE REMUNERATION: IN CASH OR PARTIALLY IN THE FORM OF SYNTHETIC SHARES, TO THE BOARD OF DIRECTORS, AND THE REMUNERATION TO ITS COMMITTEES | | Management | | No Action | | | | |
| | | | | |
11.B | | DETERMINING THE REMUNERATION: TO THE AUDITORS OR REGISTERED AUDITING COMPANY | | Management | | No Action | | | | |
| | | | | |
12.A | | THE BOARD’S PROPOSALS REGARDING: GUIDING PRINCIPLES FOR THE REMUNERATION OF EXECUTIVES | | Management | | No Action | | | | |
| | | | | |
12.B | | THE BOARD’S PROPOSALS REGARDING: A PERFORMANCE BASED PERSONNEL OPTION PLAN FOR 2020 | | Management | | No Action | | | | |
| | | | | |
13.A | | THE BOARD’S PROPOSAL REGARDING MANDATES TO: ACQUIRE SERIES A SHARES RELATED TO PERSONNEL OPTION PLAN FOR 2020 | | Management | | No Action | | | | |
| | | | | |
13.B | | THE BOARD’S PROPOSAL REGARDING MANDATES TO: ACQUIRE SERIES A SHARES RELATED TO REMUNERATION IN THE FORM OF SYNTHETIC SHARES | | Management | | No Action | | | | |
| | | | | |
13.C | | THE BOARD’S PROPOSAL REGARDING MANDATES TO: TRANSFER SERIES A SHARES RELATED TO PERSONNEL OPTION PLAN FOR 2020 | | Management | | No Action | | | | |
| | | | | |
13.D | | THE BOARD’S PROPOSAL REGARDING MANDATES TO: SELL SERIES A SHARES TO COVER COSTS RELATED TO SYNTHETIC SHARES TO BOARD MEMBERS | | Management | | No Action | | | | |
| | | | | |
13.E | | THE BOARD’S PROPOSAL REGARDING MANDATES TO: SELL SERIES A AND B SHARES TO COVER COSTS IN RELATION TO THE PERFORMANCE BASED PERSONNEL OPTION PLANS FOR 2015, 2016 AND 2017 | | Management | | No Action | | | | |
| | | | | |
14 | | CLOSING OF THE MEETING | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 01 APR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT-OF RESOLUTION 8.C. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE-AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1 | | To analyze and approve the management accounts, with examination, discussion and voting on the financial statements related to the fiscal year ended December 31, 2019. | | Management | | For | | For | | |
| | | | | |
2 | | To decide on the allocation of the net profits for the fiscal year ended December 31, 2019 and ratification of the payment of interest on own capital related to the fiscal year ended December 31, 2019, approved by the Board of Directors at the meeting held on December 2, 2019. | | Management | | For | | For | | |
| | | | | |
3 | | To define the number of members of the Board of Directors. To approve the Board of Directors to be composed of 11 effective members and 2 alternates, for a 3-year term, which will end at the Ordinary Shareholder’s Meeting to be held in 2023, pursuant to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
4A | | Election of the Board of Directors by a single slate: Controller Slate - Board of Directors: Victorio Carlos De Marchi, Carlos Alves de Brito, Milton Seligman, José Heitor Attilio Gracioso, Vicente Falconi Campos, Luis Felipe Pedreira Dutra Leite, Roberto Moses Thompson Motta, Nelson José Jamel, Cecília Sicupira, Antonio Carlos Augusto Ribeiro Bonchristiano, Marcos de Barros Lisboa, Carlos Eduardo Klutzenschell Lisboa (Alternate), Michel Dimitrios Doukeris (Alternate) | | Management | | For | | For | | |
| | | | | |
4B | | If one of the candidates who make up the chosen slate fails to join it, can your votes continue to be cast on the chosen slate? | | Management | | For | | For | | |
| | | | | |
4C | | In case the multiple vote election process be adopted, should your votes be distributed in equal percentages among the members of the slate you chose? | | Management | | For | | For | | |
| | | | | |
5A1 | | Election of the fiscal council. To elect the effective and alternate members of the Fiscal Council for a term in office of one (1) year, which shall end on the Ordinary General Meeting to be held in 2021: Controller Slate - Fiscal Council: José Ronaldo Vilela Rezende, Elidie Palma Bifano, Emanuel Sotelino Schifferle (Alternate), Eduardo Rogatto Luque (Alternate). PLEASE VOTE IN ONLY ONE OPTION: 5a OR 5b | | Management | | Abstain | | | | |
| | | | | |
5A2 | | If one of the candidates that are part of the slate fails to integrate it to accommodate the separate election, your votes may still be given to the chosen slate? PLEASE VOTE IN ONLY ONE OPTION: 5a OR 5b | | Management | | Abstain | | | | |
| | | | | |
5B | | Separate Election of the fiscal council - Candidates nominated by minority shareholders: Vinicius Balbino Bouhid, Carlos Tersandro Fonseca Adeodato (Alternate). PLEASE VOTE IN ONLY ONE OPTION: 5a OR 5b | | Management | | Against | | | | |
| | | | | |
6 | | To determine managers’ overall compensation for the year of 2020, in the annual amount of up to R$ 111,079,130.00, including expenses related to the recognition of the fair amount of (x) the stock options that the Company intends to grant in the fiscal year, and (y) the compensation based on shares that the Company intends to execute in the fiscal year. | | Management | | For | | For | | |
| | | | | |
7 | | To determine the overall compensation of the Fiscal Council’s members for the year of 2020, in the annual amount of up to R$ 2,162,700.00, with alternate members’ compensation corresponding to half of the amount received by the effective members, in accordance with the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E1 | | To approve the amendment to the heading of article 5 of the Company’s bylaws, in order to reflect the capital increases approved by the Board of Directors, within the authorized capital limit until the date of the Shareholders’ Meeting, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E2 | | To approve the amendment to article 8 of the Company’s bylaws, to make express reference to other possibilities of using the authorized capital limit by the Board of Directors as set forth in Law No 6,404/76, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E3 | | To approve the amendment to articles 11, 15, 16, 17, 18 and 19, of the Company’s bylaws, related to the composition of the Board of Directors, to (i) provide for the possibility of having a single Chairman of the Board of Directors, alternatively to the current Co-Chairmen model; (ii) increase the minimum number of members that can compose the Board of Directors from 3 to 5; and (iii) provide the Board of Directors will be composed, in its majority, by external members, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E4 | | To approve the amendment to article 21 of the Company’s bylaws, to adjust the competence of the Board of Directors, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E5 | | To approve the amendment to articles 22 to 34 of the Company’s bylaws, including the new articles 25 and 34 and renumbering the other articles, to restructure the composition of the Board of Executive Officers of the Company, set the duties of the new positions and change the name of the positions already existent, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E6 | | In view of the proposed amendments to the bylaws described above, to approve the consolidation of the Company’s bylaws, in order to reflect the adjustments arising from such changes, renumbering and wording corrections, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E7 | | To approve the amendment to the current Share-Based Compensation Plan, to increase the global volume of shares representing the Company’s share capital that may be delivered to the participants in such plan from 0.3% to 3%. | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | 27 FEB 2020: DELETION OF COMMENT | | Non-Voting | | | | | | |
| | | | | |
CMMT | | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A- FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE- GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED- INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | IN CASE AMENDMENTS OR NEW RESOLUTIONS ARE PRESENTED DURING THE MEETING, YOUR- VOTE WILL DEFAULT TO ‘ABSTAIN’. SHARES CAN ALTERNATIVELY BE PASSED TO THE-CHAIRMAN OR A NAMED THIRD PARTY TO VOTE ON ANY SUCH ITEM RAISED. SHOULD YOU-WISH TO PASS CONTROL OF YOUR SHARES IN THIS WAY, PLEASE CONTACT YOUR-BROADRIDGE CLIENT SERVICE REPRESENTATIVE. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 25 MAR 2020: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS-AVAILABLE BY CLICKING ON THE MATERIAL URL LINKS:- https://www.journal- officiel.gouv.fr/balo/document/202002172000159-21 AND-https://www.journal- officiel.gouv.fr/balo/document/202003252000546-37; PLEASE-NOTE THAT THIS IS A REVISION DUE TO DELETION OF COMMENT & ADDITION OF URL-LINK. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS-YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
O.1 | | APPROVAL OF THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
O.2 | | APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
O.3 | | ALLOCATION OF INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 - SETTING OF THE DIVIDEND | | Management | | For | | For | | |
| | | | | |
O.4 | | AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 18 MONTHS TO ALLOW THE COMPANY TO TRADE IN ITS OWN SHARES | | Management | | For | | For | | |
| | | | | |
O.5 | | RENEWAL OF THE TERM OF OFFICE OF MR. BRIAN GILVARY AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.6 | | APPOINTMENT OF MRS. ANETTE BRONDER AS DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
O.7 | | APPOINTMENT OF MRS. KIM ANN MINK AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
O.8 | | STATUTORY AUDITORS’ SPECIAL REPORT ON THE AGREEMENTS REFERRED TO IN ARTICLES L. 225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL CODE | | Management | | For | | For | | |
| | | | | |
O.9 | | APPROVAL OF THE COMPENSATION ELEMENTS PAID DURING OR GRANTED TO MR. BENOIT POTIER FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
O.10 | | APPROVAL OF THE INFORMATION RELATING TO THE COMPENSATION OF CORPORATE OFFICERS MENTIONED IN SECTION I OF ARTICLE L. 225-37-3 OF THE FRENCH COMMERCIAL CODE | | Management | | For | | For | | |
| | | | | |
O.11 | | APPROVAL OF THE COMPENSATION POLICY APPLICABLE TO CORPORATE OFFICERS | | Management | | For | | For | | |
| | | | | |
O.12 | | SETTING OF THE AMOUNT OF THE GLOBAL ANNUAL COMPENSATION OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
E.13 | | AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 24 MONTHS TO REDUCE THE CAPITAL BY CANCELLATION OF TREASURY SHARES | | Management | | For | | For | | |
| | | | | |
E.14 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO INCREASE THE SHARE CAPITAL BY INCORPORATION OF PREMIUMS, RESERVES, PROFITS OR OTHERS, FOR A MAXIMUM AMOUNT OF 300 MILLION EUROS | | Management | | For | | For | | |
| | | | | |
E.15 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO PROCEED WITH CAPITAL INCREASES WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT RESERVED FOR MEMBERS OF A COMPANY OR GROUP SAVINGS PLAN | | Management | | For | | For | | |
| | | | | |
E.16 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 18 MONTHS TO PROCEED WITH CAPITAL INCREASES WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT RESERVED FOR A CATEGORY OF BENEFICIARIES | | Management | | For | | For | | |
| | | | | |
E.17 | | ALIGNMENT OF ARTICLE 11 OF THE BY-LAWS (COMPOSITION OF THE BOARD OF DIRECTORS) WITH THE PROVISIONS OF THE PACTE LAW REGARDING THE DIRECTORS REPRESENTING THE EMPLOYEES | | Management | | For | | For | | |
| | | | | |
E.18 | | AMENDMENT TO ARTICLE 15 OF THE BY-LAWS (POWERS OF THE BOARD OF DIRECTORS) CONCERNING THE MANAGEMENT DECISIONS OF THE BOARD (PACTE LAW) | | Management | | For | | For | | |
| | | | | |
E.19 | | ALIGNMENT OF ARTICLE 16 OF THE BY-LAWS (COMPENSATION) WITH THE PROVISIONS OF THE PACTE LAW CONCERNING THE COMPENSATION OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
E.20 | | AMENDMENT TO ARTICLE 9 OF THE BY-LAWS (IDENTIFICATION OF SHAREHOLDERS) CONCERNING THE CROSSING OF THRESHOLDS | | Management | | For | | For | | |
| | | | | |
E.21 | | AMENDMENT TO THE BY-LAWS CONCERNING THE COMPETENCE TO DECIDE OR AUTHORISE THE ISSUE OF BONDS | | Management | | For | | For | | |
| | | | | |
E.22 | | EXTENSION OF THE PERIOD OF VALIDITY OF THE COMPANY AND CORRELATIVE AMENDMENT TO THE BY-LAWS | | Management | | For | | For | | |
| | | | | |
O.23 | | POWERS TO CARRY OUT FORMALITIES | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 385288 DUE TO INCLUSION-OF WITHDRAWAL RESOLUTION 2. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL-BE DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE-REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE-EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND-YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE- ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS-SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
1 | | TO RECEIVE THE COMPANY’S ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS | | Management | | For | | For | | |
| | | | | |
2 | | TO DECLARE A FINAL DIVIDEND OF USD 0.20 PER ORDINARY SHARE FOR THE YEAR ENDED 31 DECEMBER 2019 | | Management | | Abstain | | Against | | |
| | | | | |
3 | | TO APPROVE THE ANNUAL REPORT ON REMUNERATION CONTAINED IN THE DIRECTORS’ REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 AS SET OUT ON PAGES 108 TO 137 OF THE 2019 ANNUAL REPORT | | Management | | For | | For | | |
| | | | | |
4 | | TO ELECT PHIL RIVETT (64), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
5 | | TO ELECT, DAVID TANG (65), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
6 | | TO RE-ELECT DAVID CONNER (71), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
7 | | TO RE-ELECT BYRON GROTE (72), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
8 | | TO RE-ELECT ANDY HALFORD (61), AN EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
9 | | TO RE-ELECT CHRISTINE HODGSON, CBE (55), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
10 | | TO RE-ELECT GAY HUEY EVANS, OBE (65), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
11 | | TO RE-ELECT NAGUIB KHERAJ (55), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
12 | | TO RE-ELECT NGOZI OKONJO-IWEALA (65), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
13 | | TO RE-ELECT CARLSON TONG (65), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
14 | | TO RE-ELECT JOSE VINALS (65), AS GROUP CHAIRMAN | | Management | | For | | For | | |
| | | | | |
15 | | TO RE-ELECT JASMINE WHITBREAD (56), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
16 | | TO RE-ELECT BILL WINTERS, CBE (58), AN EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
17 | | TO APPOINT ERNST & YOUNG LLP (EY) AS AUDITOR TO THE COMPANY FROM THE END OF THE AGM UNTIL THE END OF NEXT YEAR’S AGM | | Management | | For | | For | | |
| | | | | |
18 | | TO AUTHORISE THE AUDIT COMMITTEE, ACTING FOR AND ON BEHALF OF THE BOARD, TO SET THE REMUNERATION OF THE AUDITOR | | Management | | For | | For | | |
| | | | | |
19 | | THAT IN ACCORDANCE WITH SECTIONS 366 AND 367 OF THE COMPANIES ACT 2006, THE COMPANY AND ALL COMPANIES THAT ARE ITS SUBSIDIARIES DURING THE PERIOD FOR WHICH THIS RESOLUTION HAS EFFECT ARE AUTHORISED TO: (A) MAKE DONATIONS TO POLITICAL PARTIES AND/OR INDEPENDENT ELECTION CANDIDATES NOT EXCEEDING GBP 100,000 IN TOTAL; (B) MAKE DONATIONS TO POLITICAL ORGANISATIONS OTHER THAN POLITICAL PARTIES NOT EXCEEDING GBP 100,000 IN TOTAL; AND (C) INCUR POLITICAL EXPENDITURE NOT EXCEEDING GBP 100,000 IN TOTAL (AS SUCH TERMS ARE DEFINED IN SECTIONS 363 TO 365 OF THE COMPANIES ACT 2006) PROVIDED THAT THE AGGREGATE AMOUNT OF ANY SUCH DONATIONS AND EXPENDITURE SHALL NOT EXCEED GBP 100,000 DURING THE PERIOD BEGINNING WITH THE DATE OF PASSING OF THIS RESOLUTION AND EXPIRING AT THE END OF NEXT YEAR S AGM, UNLESS SUCH AUTHORITY HAS BEEN PREVIOUSLY RENEWED, REVOKED OR VARIED BY THE COMPANY IN A GENERAL MEETING AND PROVIDED THAT THE AUTHORISED SUM REFERRED TO IN PARAGRAPHS (A), (B) AND (C) MAY BE COMPRISED OF ONE OR MORE AMOUNTS IN DIFFERENT CURRENCIES WHICH, FOR THE PURPOSES OF CALCULATING THAT AUTHORISED SUM, SHALL BE CONVERTED INTO POUNDS STERLING AT THE RATE OF EXCHANGE PUBLISHED IN THE LONDON EDITION OF THE FINANCIAL TIMES ON THE DAY ON WHICH THE RELEVANT DONATION IS MADE OR THE RELEVANT EXPENDITURE IS INCURRED OR, IF EARLIER, ON THE DAY ON WHICH THE COMPANY OR ITS SUBSIDIARY ENTERS INTO ANY CONTRACT OR UNDERTAKING IN RELATION TO SUCH DONATION OR EXPENDITURE (OR, IF SUCH DAY IS NOT A BUSINESS DAY, THE FIRST BUSINESS DAY THEREAFTER) | | Management | | For | | For | | |
| | | | | |
20 | | THAT THE BOARD BE AUTHORISED: (A) TO MAKE AN OFFER TO THE HOLDERS OF ORDINARY SHARES (EXCLUDING ANY MEMBER HOLDING SHARES AS TREASURY SHARES) TO ELECT TO RECEIVE NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY, CREDITED AS FULLY PAID, IN LIEU OF ALL OR ANY PART OF ANY INTERIM OR FINAL DIVIDEND PAID IN RESPECT OF ANY FINANCIAL PERIOD OF THE COMPANY ENDING ON OR PRIOR TO 31 DECEMBER 2022 UPON SUCH TERMS AS THE BOARD MAY DETERMINE; AND (B) IN RESPECT OF ANY SUCH DIVIDEND TO CAPITALISE SUCH AMOUNT STANDING TO THE CREDIT OF THE COMPANY’S RESERVES OR FUNDS AS MAY BE NECESSARY, AND THE MAKING BY THE BOARD OF ANY SUCH OFFER AND ANY SUCH CAPITALISATION BY THE BOARD IN EACH CASE IN RESPECT OF ANY PRIOR FINANCIAL PERIOD IS CONFIRMED | | Management | | For | | For | | |
| | | | | |
21 | | THAT THE BOARD BE AUTHORISED TO ALLOT SHARES IN THE COMPANY AND TO GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT ANY SECURITY INTO SHARES IN THE COMPANY: (A) UP TO A NOMINAL AMOUNT OF USD 317,956,410.50 (SUCH AMOUNT TO BE RESTRICTED TO THE EXTENT THAT ANY ALLOTMENTS OR GRANTS ARE MADE UNDER PARAGRAPHS (B) OR (C) SO THAT IN TOTAL NO MORE THAN USD 529,927,351.50 CAN BE ALLOTTED UNDER PARAGRAPHS (A) AND (B) AND NO MORE THAN USD 1,059,854,703 CAN BE ALLOTTED UNDER PARAGRAPHS (A), (B) AND (C)); (B) UP TO A NOMINAL AMOUNT OF USD 529,927,351.50 (SUCH AMOUNT TO BE RESTRICTED TO THE EXTENT THAT ANY ALLOTMENTS OR GRANTS ARE MADE UNDER PARAGRAPHS (A) OR (C) SO THAT IN TOTAL NO MORE THAN USD 529,927,351.50 CAN BE ALLOTTED UNDER PARAGRAPHS (A) AND (B) AND NO MORE THAN USD 1,059,854,703 CAN BE ALLOTTED UNDER PARAGRAPHS (A), (B) AND (C)) IN CONNECTION WITH A SCRIP DIVIDEND SCHEME OR SIMILAR ARRANGEMENT IMPLEMENTED IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY; (C) COMPRISING EQUITY SECURITIES (AS DEFINED IN SECTION 560(1) OF THE COMPANIES ACT 2006) UP TO A NOMINAL AMOUNT OF USD 1,059,854,703 (SUCH AMOUNT TO BE RESTRICTED TO THE EXTENT THAT ANY ALLOTMENTS OR GRANTS ARE MADE UNDER PARAGRAPHS (A) OR (B) SO THAT IN TOTAL NO MORE THAN USD 1,059,854,703 CAN BE ALLOTTED UNDER PARAGRAPHS (A), (B) AND (C)) IN CONNECTION WITH AN OFFER BY WAY OF A RIGHTS ISSUE: (I) TO ORDINARY SHAREHOLDERS IN PROPORTION (AS NEARLY AS MAY BE PRACTICABLE) TO THEIR EXISTING HOLDINGS; AND (II) TO HOLDERS OF OTHER EQUITY SECURITIES AS REQUIRED BY THE RIGHTS OF THOSE SECURITIES OR AS THE BOARD OTHERWISE CONSIDERS NECESSARY, AND SO THAT THE BOARD MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS WHICH IT CONSIDERS NECESSARY OR APPROPRIATE TO DEAL WITH TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES, LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY OR ANY OTHER MATTER; AND (D) PURSUANT TO THE TERMS OF ANY EXISTING SHARE SCHEME OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR SUBSIDIARY UNDERTAKINGS ADOPTED PRIOR TO THE DATE OF THIS MEETING. SUCH AUTHORITIES TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT, IN EACH SUCH CASE, DURING THIS PERIOD THE COMPANY MAY MAKE OFFERS AND ENTER INTO AGREEMENTS WHICH WOULD, OR MIGHT, REQUIRE SHARES TO BE ALLOTTED OR RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES TO BE GRANTED AFTER THE AUTHORITY ENDS AND THE BOARD MAY ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED | | Management | | For | | For | | |
| | | | | |
22 | | THAT THE AUTHORITY GRANTED TO THE BOARD TO ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES UP TO A NOMINAL AMOUNT OF USD 317,956,410.50 PURSUANT TO PARAGRAPH (A) OF RESOLUTION 21 BE EXTENDED BY THE ADDITION OF SUCH NUMBER OF ORDINARY SHARES OF USD 0.50 EACH REPRESENTING THE NOMINAL AMOUNT OF THE COMPANY’S SHARE CAPITAL REPURCHASED BY THE COMPANY UNDER THE AUTHORITY GRANTED PURSUANT TO RESOLUTION 27, TO THE EXTENT THAT SUCH EXTENSION WOULD NOT RESULT IN THE AUTHORITY TO ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES PURSUANT TO RESOLUTION 21 EXCEEDING USD 1,059,854,703 | | Management | | For | | For | | |
| | | | | |
23 | | THAT, IN ADDITION TO ANY AUTHORITY GRANTED PURSUANT TO RESOLUTION 21 (IF PASSED), THE BOARD BE AUTHORISED TO ALLOT SHARES IN THE COMPANY AND TO GRANT RIGHTS TO SUBSCRIBE FOR OR TO CONVERT ANY SECURITY INTO SHARES IN THE COMPANY UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 317,956,410.50 (OR 635,912,821 SHARES), REPRESENTING APPROXIMATELY 20 PER CENT OF THE COMPANY’S NOMINAL ISSUED ORDINARY SHARE CAPITAL AS AT 13 MARCH 2020, IN RELATION TO ANY ISSUE BY THE COMPANY OR ANY SUBSIDIARY OR SUBSIDIARY UNDERTAKING OF THE COMPANY (TOGETHER, THE GROUP) OF EQUITY CONVERTIBLE ADDITIONAL TIER 1 SECURITIES (ECAT1 SECURITIES) THAT AUTOMATICALLY CONVERT INTO OR ARE EXCHANGED FOR ORDINARY SHARES IN THE COMPANY IN PRESCRIBED CIRCUMSTANCES WHERE THE BOARD CONSIDERS THAT SUCH AN ISSUANCE OF ECAT1 SECURITIES WOULD BE DESIRABLE IN CONNECTION WITH, OR FOR THE PURPOSES OF COMPLYING WITH OR MAINTAINING COMPLIANCE WITH THE REGULATORY CAPITAL REQUIREMENTS OR TARGETS APPLICABLE TO THE GROUP FROM TIME TO TIME, SUCH AUTHORITY TO EXPIRE AT THE END OF NEXT YEAR S AGM (OR, IF EARLIER, AT THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT SO THAT, IN THE PERIOD BEFORE THE AUTHORITY ENDS, THE COMPANY MAY MAKE OFFERS AND ENTER INTO AGREEMENTS WHICH WOULD, OR MIGHT, REQUIRE SHARES TO BE ALLOTTED OR RIGHTS TO SUBSCRIBE FOR OR TO CONVERT SECURITIES INTO SHARES TO BE GRANTED AFTER THE AUTHORITY ENDS AND THE BOARD MAY ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED | | Management | | For | | For | | |
| | | | | |
24 | | THAT IF RESOLUTION 21 IS PASSED, THE BOARD BE GIVEN POWER TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE COMPANIES ACT 2006) FOR CASH UNDER THE AUTHORITY GIVEN BY THAT RESOLUTION AND/OR SELL ORDINARY SHARES HELD BY THE COMPANY AS TREASURY SHARES FOR CASH AS IF SECTION 561 OF THE COMPANIES ACT 2006 DID NOT APPLY TO SUCH ALLOTMENT OR SALE, SUCH POWER TO BE LIMITED: (A) TO THE ALLOTMENT OF EQUITY SECURITIES AND SALE OF TREASURY SHARES FOR CASH IN CONNECTION WITH A SCRIP DIVIDEND SCHEME OR SIMILAR ARRANGEMENT IMPLEMENTED IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY; (B) TO THE ALLOTMENT OF EQUITY SECURITIES AND SALE OF TREASURY SHARES FOR CASH IN CONNECTION WITH AN OFFER OF, OR INVITATION TO APPLY FOR, EQUITY SECURITIES UNDER THE AUTHORITIES GRANTED UNDER PARAGRAPHS (A) AND (C) OF RESOLUTION 21 (BUT IN THE CASE OF THE AUTHORITY GRANTED UNDER PARAGRAPH (C) OF RESOLUTION 21, BY WAY OF A RIGHTS ISSUE ONLY): (I) TO ORDINARY SHAREHOLDERS IN PROPORTION (AS NEARLY AS MAY BE PRACTICABLE) TO THEIR EXISTING HOLDINGS; AND (II) TO HOLDERS OF OTHER EQUITY SECURITIES AS REQUIRED BY THE RIGHTS OF THOSE SECURITIES OR AS THE BOARD OTHERWISE CONSIDERS NECESSARY, AND SO THAT THE BOARD MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS WHICH IT CONSIDERS NECESSARY OR APPROPRIATE TO DEAL WITH TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES, LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY OR ANY OTHER MATTER; AND (C) IN THE CASE OF THE AUTHORITY GRANTED UNDER PARAGRAPH (A) OF RESOLUTION 21 AND/OR IN THE CASE OF ANY SALE OF TREASURY SHARES FOR CASH, TO THE ALLOTMENT (OTHERWISE THAN UNDER PARAGRAPHS (A) AND (B)) OF EQUITY SECURITIES OR SALE OF TREASURY SHARES UP TO A NOMINAL AMOUNT OF USD 79,489,102.50, SUCH POWER TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT, IN EACH CASE, DURING THIS PERIOD THE COMPANY MAY MAKE OFFERS, AND ENTER INTO AGREEMENTS, WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES TO BE ALLOTTED (AND TREASURY SHARES TO BE SOLD) AFTER THE POWER ENDS AND THE BOARD MAY ALLOT EQUITY SECURITIES (AND SELL TREASURY SHARES) UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE POWER HAD NOT ENDED | | Management | | For | | For | | |
| | | | | |
25 | | THAT IF RESOLUTION 21 IS PASSED, THE BOARD BE GIVEN POWER IN ADDITION TO ANY POWER GRANTED UNDER RESOLUTION 24 TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE COMPANIES ACT 2006) FOR CASH UNDER THE AUTHORITY GRANTED UNDER PARAGRAPH (A) OF RESOLUTION 21 AND/ OR SELL ORDINARY SHARES HELD BY THE COMPANY AS TREASURY SHARES FOR CASH AS IF SECTION 561 OF THE COMPANIES ACT 2006 DID NOT APPLY TO SUCH ALLOTMENT OR SALE, SUCH POWER TO BE: (A) LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES OR SALE OF TREASURY SHARES UP TO A NOMINAL AMOUNT OF USD 79,489,102.50; AND (B) USED ONLY FOR THE PURPOSES OF FINANCING (OR REFINANCING, IF THE AUTHORITY IS TO BE USED WITHIN SIX MONTHS AFTER THE ORIGINAL TRANSACTION) A TRANSACTION WHICH THE BOARD DETERMINES TO BE AN ACQUISITION OR OTHER CAPITAL INVESTMENT OF A KIND CONTEMPLATED BY THE STATEMENT OF PRINCIPLES ON DISAPPLYING PRE- EMPTION RIGHTS MOST RECENTLY PUBLISHED BY THE PRE-EMPTION GROUP PRIOR TO THE DATE OF THIS NOTICE OR FOR THE PURPOSES OF REFINANCING SUCH A TRANSACTION WITHIN SIX MONTHS OF ITS TAKING PLACE, SUCH POWER TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT, IN EACH CASE, DURING THIS PERIOD THE COMPANY MAY MAKE OFFERS, AND ENTER INTO AGREEMENTS, WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES TO BE ALLOTTED (AND TREASURY SHARES TO BE SOLD) AFTER THE POWER ENDS AND THE BOARD MAY ALLOT EQUITY SECURITIES (AND SELL TREASURY SHARES) UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE POWER HAD NOT ENDED | | Management | | For | | For | | |
| | | | | |
26 | | THAT, IN ADDITION TO THE POWERS GRANTED PURSUANT TO RESOLUTIONS 24 AND 25 (IF PASSED), AND IF RESOLUTION 23 IS PASSED, THE BOARD BE GIVEN THE POWER TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE COMPANIES ACT 2006) FOR CASH UNDER THE AUTHORITY GIVEN BY RESOLUTION 23 AS IF SECTION 561 OF THE COMPANIES ACT 2006 DID NOT APPLY, SUCH AUTHORITY TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT, IN EACH CASE, DURING THIS PERIOD THE COMPANY MAY MAKE OFFERS AND ENTER INTO AGREEMENTS WHICH WOULD, OR MIGHT, REQUIRE SHARES TO BE ALLOTTED OR RIGHTS TO SUBSCRIBE FOR OR TO CONVERT SECURITIES INTO SHARES TO BE GRANTED AFTER THE AUTHORITY ENDS AND THE BOARD MAY ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED | | Management | | For | | For | | |
| | | | | |
27 | | THAT THE COMPANY BE AUTHORISED FOR THE PURPOSES OF SECTION 701 OF THE COMPANIES ACT 2006 TO MAKE MARKET PURCHASES (AS DEFINED IN THE COMPANIES ACT 2006) OF ITS ORDINARY SHARES OF USD 0.50 EACH PROVIDED THAT: (A) THE COMPANY DOES NOT PURCHASE MORE THAN 317,956,410 SHARES UNDER THIS AUTHORITY; (B) THE COMPANY DOES NOT PAY LESS FOR EACH SHARE (BEFORE EXPENSES) THAN THE NOMINAL VALUE OF THE SHARE; AND (C) THE COMPANY DOES NOT PAY MORE FOR EACH SHARE (BEFORE EXPENSES) THAN THE HIGHER OF (I) FIVE PER CENT OVER THE AVERAGE OF THE MIDDLE MARKET PRICES OF THE ORDINARY SHARES ACCORDING TO THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE FOR THE FIVE BUSINESS DAYS IMMEDIATELY BEFORE THE DATE ON WHICH THE COMPANY AGREES TO BUY THE SHARES AND (II) THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT INDEPENDENT PURCHASE BID ON THE TRADING VENUE WHERE THE PURCHASE IS CARRIED OUT (INCLUDING WHEN THE SHARES ARE TRADED ON DIFFERENT TRADING VENUES), SUCH AUTHORITY TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT DURING THIS PERIOD THE COMPANY MAY AGREE TO PURCHASE SHARES WHERE THE PURCHASE MAY NOT BE COMPLETED (FULLY OR PARTLY) UNTIL AFTER THE AUTHORITY ENDS AND THE COMPANY MAY MAKE A PURCHASE OF ORDINARY SHARES IN ACCORDANCE WITH ANY SUCH AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED. FOR THE PURPOSES OF DETERMINING COMPLIANCE WITH THE CONDITIONS IN PARAGRAPHS (B) AND (C), THE NOMINAL VALUE OF THE SHARE OR THE RELEVANT PRICE (RESPECTIVELY) SHALL, IF NECESSARY, BE CONVERTED INTO THE CURRENCY IN WHICH THE PURCHASE IS TO BE MADE, CALCULATED BY REFERENCE TO THE SPOT RATE OF EXCHANGE BETWEEN THE CURRENCY OF THE NOMINAL VALUE OR OF THE PRICE (AS APPLICABLE) AND THE CURRENCY IN WHICH THE PURCHASE IS TO BE MADE, AS DISPLAYED ON THE APPROPRIATE PAGE OF THE BLOOMBERG SCREEN (OR ON THE APPROPRIATE PAGE OF SUCH OTHER INFORMATION SERVICE WHICH PUBLISHES THAT RATE FROM TIME TO TIME) AT OR AROUND 11.00AM UK TIME ON THE BUSINESS DAY BEFORE THE DAY THE COMPANY AGREES TO BUY SUCH SHARE. STANDARD CHARTERED 16 NOTICE OF ANNUAL GENERAL MEETING 2020 891413 (STANDARD CHARTERED) NOTICE OF AGM CIR (ENG) 21/03/2020 M40 P.16 THE BOARD CONSIDERS THAT THE RESOLUTIONS IN THIS NOTICE OF MEETING ARE IN THE BEST INTERESTS OF THE COMPANY AND SHAREHOLDERS AS A WHOLE AND RECOMMEND ALL SHAREHOLDERS VOTE IN FAVOUR OF ALL THE RESOLUTIONS, AS THE DIRECTORS INTEND TO DO IN RESPECT OF THEIR OWN SHARES, WITH THE EXCEPTION OF RESOLUTION 21. BY ORDER OF THE BOARD AMANDA MELLOR GROUP COMPANY SECRETARY STANDARD CHARTERED PLC 1 BASINGHALL AVENUE, LONDON EC2V 5DD REGISTERED IN ENGLAND AND WALES NUMBER 966425 27 MARCH 2020 EXISTING ARTICLES OF ASSOCIATION SINCE THEY WERE LAST AMENDED IN 2010. THE NEW ARTICLES TAKE ACCOUNT OF DEVELOPMENTS IN MARKET PRACTICE AND TECHNOLOGICAL ADVANCEMENTS REGARDING SHAREHOLDER ACCESSIBILITY AND PARTICIPATION AT THE COMPANY S GENERAL MEETINGS, FOR EXAMPLE BY PERMITTING THE COMPANY TO HOLD GENERAL MEETINGS PARTLY THROUGH AN ELECTRONIC PLATFORM. THE AMENDMENTS WILL ALSO PROVIDE GREATER FLEXIBILITY IN DECIDING DIVIDEND PAYMENT METHODS, ENSURING SHAREHOLDERS RECEIVE THEIR PAYMENTS PROMPTLY AND SECURELY. UNDER THE NEW ARTICLES, THE COMPANY WILL BE ABLE TO MAXIMISE ITS CAPACITY TO LOCATE AND UNITE CERTAIN GONE-AWAY AND LOST SHAREHOLDERS WITH THEIR DIVIDENDS AND/ OR SHARES THROUGH AN UNCLAIMED ASSET REUNIFICATION PROGRAMME. THE PRINCIPAL CHANGES ARE SET OUT IN APPENDIX 2 ON PAGES 25 AND 26. OTHER CHANGES WHICH ARE OF A MINOR, TECHNICAL OR CLARIFYING NATURE HAVE NOT BEEN SUMMARISED IN THAT APPENDIX. THE NEW ARTICLES WILL, IF RESOLUTION 29 IS PASSED, BECOME EFFECTIVE AT CONCLUSION OF THE AGM. NOTICE OF GENERAL MEETINGS RESOLUTION 30 PRESERVES THE COMPANY S ABILITY TO CALL GENERAL MEETINGS (OTHER THAN AN AGM) ON 14 CLEAR DAYS NOTICE. 30. THAT A GENERAL MEETING OTHER THAN AN ANNUAL GENERAL MEETING MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS NOTICE. THE NOTICE PERIOD REQUIRED FOR GENERAL MEETINGS OF THE COMPANY IS 21 DAYS UNLESS SHAREHOLDERS APPROVE A SHORTER NOTICE PERIOD, WHICH CANNOT HOWEVER BE LESS THAN 14 CLEAR DAYS (AGMS ARE STILL REQUIRED TO BE HELD ON AT LEAST 21 CLEAR DAYS NOTICE). RESOLUTION 30 SEEKS SUCH APPROVAL. THE APPROVAL WILL BE EFFECTIVE UNTIL THE COMPANY S NEXT ANNUAL GENERAL MEETING, WHEN IT IS INTENDED THAT A SIMILAR RESOLUTION WILL BE PROPOSED. NOTE THAT, IN ORDER TO BE ABLE TO CALL A GENERAL MEETING ON LESS THAN 21 CLEAR DAYS NOTICE, THE COMPANY MUST MAKE A MEANS OF ELECTRONIC VOTING AVAILABLE TO ALL SHAREHOLDERS FOR THAT MEETING. THE SHORTER NOTICE PERIOD WOULD NOT BE USED ROUTINELY FOR SUCH MEETINGS, BUT ONLY WHERE THE FLEXIBILITY IS MERITED BY THE BUSINESS OF THE MEETING AND IS THOUGHT TO BE TO THE ADVANTAGE OF SHAREHOLDERS AS A WHOLE. IN ACCORDANCE WITH RULE 7.19A(1) OF THE HONG KONG LISTING RULES, THE DIRECTORS (EXCLUDING INDEPENDENT NON-EXECUTIVE DIRECTORS) AND THEIR RESPECTIVE ASSOCIATES WILL ABSTAIN FROM VOTING IN FAVOUR OF RESOLUTION 21 FOR THE REASONS SET OUT ON PAGES 12 AND 13 OF THIS DOCUMENT. THE CURRENCY IN WHICH THE PURCHASE IS TO BE MADE, CALCULATED BY REFERENCE TO THE SPOT RATE OF EXCHANGE BETWEEN THE CURRENCY OF THE NOMINAL VALUE OR OF THE RELEVANT PRICE (AS APPLICABLE) AND THE CURRENCY IN WHICH THE PURCHASE IS TO BE MADE, AS DISPLAYED ON THE APPROPRIATE PAGE OF THE BLOOMBERG SCREEN (OR ON THE APPROPRIATE PAGE OF SUCH OTHER INFORMATION SERVICE WHICH PUBLISHES THAT RATE FROM TIME TO TIME) AT OR AROUND 11.00AM UK TIME ON THE BUSINESS DAY BEFORE THE DAY THE COMPANY AGREES TO BUY SUCH SHARE | | Management | | For | | For | | |
| | | | | |
28 | | THAT THE COMPANY BE AUTHORISED TO MAKE MARKET PURCHASES (AS DEFINED IN THE COMPANIES ACT 2006) OF UP TO 15,000 PREFERENCE SHARES OF USD 5.00 EACH AND UP TO 195,285,000 PREFERENCE SHARES OF GBP 1.00 EACH PROVIDED THAT: (A) THE COMPANY DOES NOT PAY LESS FOR EACH SHARE (BEFORE EXPENSES) THAN THE NOMINAL VALUE OF THE SHARE; AND (B) THE COMPANY DOES NOT PAY MORE FOR EACH SHARE (BEFORE EXPENSES) THAN 25 PER CENT ABOVE THE FOLLOWING: (I) IN RESPECT OF THE USD PREFERENCE SHARES, THE BLOOMBERG FIT COMPOSITE BID PRICE SHOWN ON THE RELEVANT BLOOMBERG PAGE ALLQ FOR THE RELEVANT PREFERENCE SHARE (OR ANY REPLACEMENT PAGE WHICH DISPLAYS THAT PRICE) AT OR AROUND 11.00AM UK TIME ON THE BUSINESS DAY BEFORE THE DAY ON WHICH THE COMPANY AGREES TO BUY SUCH SHARE; (II) IN RESPECT OF THE GBP PREFERENCE SHARES, THE LONDON STOCK EXCHANGE BID PRICE SHOWN ON THE RELEVANT BLOOMBERG PAGE ALLQ FOR THE RELEVANT PREFERENCE SHARE (OR ANY REPLACEMENT PAGE WHICH DISPLAYS THAT PRICE) AT OR AROUND 11.00AM UK TIME ON THE BUSINESS DAY BEFORE THE DAY ON WHICH THE COMPANY AGREES TO BUY SUCH SHARE; (III) IN RESPECT OF EITHER USD OR GBP PREFERENCE SHARES, WHERE THE RELEVANT BID PRICE IS NOT AVAILABLE UNDER (I) OR (II), THE HIGHEST INDEPENDENT BID PRICE SHOWN ON THE RELEVANT BLOOMBERG PAGE ALLQ FOR THE RELEVANT PREFERENCE SHARE (OR ANY REPLACEMENT PAGE WHICH DISPLAYS THAT PRICE) AT OR AROUND 11.00AM UK TIME ON THE BUSINESS DAY BEFORE THE DAY ON WHICH THE COMPANY AGREES TO BUY SUCH SHARE, SUCH AUTHORITY TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT DURING THIS PERIOD THE COMPANY MAY AGREE TO PURCHASE SHARES WHERE THE PURCHASE MAY NOT BE COMPLETED (FULLY OR PARTLY) UNTIL AFTER THE AUTHORITY ENDS AND THE COMPANY MAY MAKE A PURCHASE OF SHARES IN ACCORDANCE WITH ANY SUCH AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED. FOR THE PURPOSES OF DETERMINING COMPLIANCE WITH THE CONDITIONS IN PARAGRAPHS (A) AND (B), THE NOMINAL VALUE OF THE SHARE OR THE RELEVANT PRICE (RESPECTIVELY) SHALL, IF NECESSARY, BE CONVERTED INTO THE EFFECT OF THIS RESOLUTION IS TO RENEW THE AUTHORITY GRANTED TO THE COMPANY TO PURCHASE ITS OWN SHARES UP TO A MAXIMUM OF 317,956,410 ORDINARY SHARES UNTIL NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) AT, OR BETWEEN, THE MINIMUM AND MAXIMUM PRICES SPECIFIED IN THIS RESOLUTION. THIS IS APPROXIMATELY 10 PER CENT OF THE COMPANY S ISSUED ORDINARY SHARE CAPITAL AS AT 13 MARCH 2020 (THE LATEST PRACTICABLE DATE PRIOR TO THE PUBLICATION OF THIS DOCUMENT). NO REPURCHASES OF SHARES WILL BE CONDUCTED ON THE STOCK EXCHANGE OF HONG KONG LIMITED. THE DIRECTORS BELIEVE THAT IT IS IN THE BEST INTERESTS OF THE COMPANY AND ALL OF ITS SHAREHOLDERS TO HAVE A GENERAL AUTHORITY FOR THE COMPANY TO BUY BACK ITS ORDINARY SHARES IN THE MARKET. THE DIRECTORS INTEND TO KEEP UNDER REVIEW THE POTENTIAL TO PURCHASE ORDINARY SHARES. PURCHASES WILL ONLY BE MADE IF THE DIRECTORS CONSIDER THAT THE PURCHASE WOULD BE FOR THE BENEFIT OF THE COMPANY AND OF ITS SHAREHOLDERS GENERALLY, TAKING INTO ACCOUNT RELEVANT FACTORS AND CIRCUMSTANCES AT THAT TIME, FOR EXAMPLE THE EFFECT ON EARNINGS PER SHARE. THE COMPANIES ACT 2006 PERMITS THE COMPANY TO HOLD ANY SUCH BOUGHT BACK SHARES IN TREASURY AS AN ALTERNATIVE TO CANCELLING THEM IMMEDIATELY. IF THE COMPANY PURCHASES ANY OF ITS ORDINARY SHARES AND HOLDS THEM IN TREASURY, THE COMPANY MAY SELL THESE SHARES (OR ANY OF THEM) FOR CASH, TRANSFER THESE SHARES (OR ANY OF THEM) FOR THE PURPOSES OF OR PURSUANT TO AN EMPLOYEE SHARE SCHEME, CANCEL THESE SHARES (OR ANY OF THEM) OR CONTINUE TO HOLD THEM IN TREASURY. HOLDING SUCH SHARES IN TREASURY GIVES THE COMPANY THE ABILITY TO REISSUE THEM QUICKLY AND COST EFFECTIVELY AND PROVIDES ADDITIONAL FLEXIBILITY IN THE MANAGEMENT OF THE COMPANY S CAPITAL BASE. NO DIVIDENDS WILL BE PAID ON, AND NO VOTING RIGHTS WILL BE EXERCISED, IN RESPECT OF SHARES HELD IN TREASURY. THE DIRECTORS INTEND TO DECIDE WHETHER TO CANCEL SHARES PURCHASED PURSUANT TO THIS AUTHORITY OR HOLD THEM IN TREASURY BASED ON THE INTERESTS OF THE COMPANY AND SHAREHOLDERS AS A WHOLE AT THE RELEVANT TIME. THE TOTAL NUMBER OF OPTIONS TO SUBSCRIBE FOR ORDINARY SHARES OUTSTANDING AT 13 MARCH 2020, THE LATEST PRACTICABLE DATE PRIOR TO THE PUBLICATION OF THIS DOCUMENT, WAS 77,399,464, WHICH REPRESENTED 2.43 PER CENT OF THE ISSUED ORDINARY SHARE CAPITAL AT THAT DATE. AS AT 13 MARCH 2020, THE LATEST PRACTICABLE DATE PRIOR TO THE PUBLICATION OF THIS DOCUMENT, THERE WERE NO WARRANTS OVER ORDINARY SHARES OUTSTANDING. IF THE COMPANY WERE TO PURCHASE THE MAXIMUM NUMBER OF ORDINARY SHARES PERMITTED UNDER THIS RESOLUTION, THE PROPORTION OF ORDINARY SHARES SUBJECT TO OUTSTANDING OPTIONS WOULD REPRESENT APPROXIMATELY 3.06 PER CENT OF THE ISSUED ORDINARY SHARE CAPITAL AS AT 13 MARCH 2020. PURCHASE OF OWN ORDINARY SHARES OR PREFERENCE SHARES RESOLUTIONS 27 AND 28 SEEK AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN ORDINARY SHARES OR PREFERENCE SHARES SUBJECT TO SPECIFIED LIMITS AND CONDITIONS. 27. THAT THE COMPANY BE AUTHORISED FOR THE PURPOSES OF SECTION 701 OF THE COMPANIES ACT 2006 TO MAKE MARKET PURCHASES (AS DEFINED IN THE COMPANIES ACT 2006) OF ITS ORDINARY SHARES OF USD 0.50 EACH PROVIDED THAT: (A) THE COMPANY DOES NOT PURCHASE MORE THAN 317,956,410 SHARES UNDER THIS AUTHORITY; (B) THE COMPANY DOES NOT PAY LESS FOR EACH SHARE (BEFORE EXPENSES) THAN THE NOMINAL VALUE OF THE SHARE; AND (C) THE COMPANY DOES NOT PAY MORE FOR EACH SHARE (BEFORE EXPENSES) THAN THE HIGHER OF (I) FIVE PER CENT OVER THE AVERAGE OF THE MIDDLE MARKET PRICES OF THE ORDINARY SHARES ACCORDING TO THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE FOR THE FIVE BUSINESS DAYS IMMEDIATELY BEFORE THE DATE ON WHICH THE COMPANY AGREES TO BUY THE SHARES AND (II) THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT INDEPENDENT PURCHASE BID ON THE TRADING VENUE WHERE THE PURCHASE IS CARRIED OUT (INCLUDING WHEN THE SHARES ARE TRADED ON DIFFERENT TRADING VENUES), SUCH AUTHORITY TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT DURING THIS PERIOD THE COMPANY MAY AGREE TO PURCHASE SHARES WHERE THE PURCHASE MAY NOT BE COMPLETED (FULLY OR PARTLY) UNTIL AFTER THE AUTHORITY ENDS AND THE COMPANY MAY MAKE A PURCHASE OF ORDINARY SHARES IN ACCORDANCE WITH ANY SUCH AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED. FOR THE PURPOSES OF DETERMINING COMPLIANCE WITH THE CONDITIONS IN PARAGRAPHS (B) AND (C), THE NOMINAL VALUE OF THE SHARE OR THE RELEVANT PRICE (RESPECTIVELY) SHALL, IF NECESSARY, BE CONVERTED INTO THE CURRENCY IN WHICH THE PURCHASE IS TO BE MADE, CALCULATED BY REFERENCE TO THE SPOT RATE OF EXCHANGE BETWEEN THE CURRENCY OF THE NOMINAL VALUE OR OF THE PRICE (AS APPLICABLE) AND THE CURRENCY IN WHICH THE PURCHASE IS TO BE MADE, AS DISPLAYED ON THE APPROPRIATE PAGE OF THE BLOOMBERG SCREEN (OR ON THE APPROPRIATE PAGE OF SUCH OTHER INFORMATION SERVICE WHICH PUBLISHES THAT RATE FROM TIME TO TIME) AT OR AROUND 11.00AM UK TIME ON THE BUSINESS DAY BEFORE THE DAY THE COMPANY AGREES TO BUY SUCH SHARE. STANDARD CHARTERED 16 NOTICE OF ANNUAL GENERAL MEETING 2020 891413 (STANDARD CHARTERED) NOTICE OF AGM CIR (ENG) 21/03/2020 M40 P.16 THE BOARD CONSIDERS THAT THE RESOLUTIONS IN THIS NOTICE OF MEETING ARE IN THE BEST INTERESTS OF THE COMPANY AND SHAREHOLDERS AS A WHOLE AND RECOMMEND ALL SHAREHOLDERS VOTE IN FAVOUR OF ALL THE RESOLUTIONS, AS THE DIRECTORS INTEND TO DO IN RESPECT OF THEIR OWN SHARES, WITH THE EXCEPTION OF RESOLUTION 21 | | Management | | For | | For | | |
| | | | | |
29 | | THAT WITH EFFECT FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING, THE ARTICLES OF ASSOCIATION PRODUCED TO THE MEETING, AND INITIALLED FOR THE PURPOSE OF IDENTIFICATION BY THE GROUP CHAIRMAN, BE AND ARE HEREBY ADOPTED AS THE ARTICLES OF ASSOCIATION OF THE COMPANY, IN SUBSTITUTION FOR, AND TO THE EXCLUSION OF, THE EXISTING ARTICLES OF ASSOCIATION | | Management | | For | | For | | |
| | | | | |
30 | | THAT A GENERAL MEETING OTHER THAN AN ANNUAL GENERAL MEETING MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS’ NOTICE | | Management | | For | | For | | |
| | | | | |
CMMT | | 23 APR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO THE CHANGE IN VOTING-STATUS OF RESOLUTION 2, WHICH HAD PREVIOUSLY BEEN WITHDRAWN. IF YOU HAVE-ALREADY SENT IN YOUR VOTES TO MID 397601, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST VOTE IF THE MEETING-REQUIRES APPROVAL FROM THE MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION | | Non-Voting | | | | | | |
| | | | | |
CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
1 | | OPENING OF THE MEETING AND ELECTION OF CHAIR: SVEN UNGER | | Non-Voting | | | | | | |
| | | | | |
2 | | PREPARATION AND APPROVAL OF VOTING REGISTER | | Non-Voting | | | | | | |
| | | | | |
3 | | APPROVAL OF THE AGENDA | | Non-Voting | | | | | | |
| | | | | |
4 | | ELECTION OF ONE OR TWO PERSONS TO ATTEST THE MINUTES | | Non-Voting | | | | | | |
| | | | | |
5 | | DETERMINATION WHETHER THE MEETING HAS BEEN DULY CONVENED | | Non-Voting | | | | | | |
| | | | | |
6 | | PRESENTATION OF THE ANNUAL REPORT AND THE AUDITOR’S REPORT AS WELL AS THE- CONSOLIDATED FINANCIAL STATEMENTS AND THE CONSOLIDATED AUDITOR’S REPORT | | Non-Voting | | | | | | |
| | | | | |
7 | | QUESTIONS FROM SHAREHOLDERS TO THE BOARD OF DIRECTORS AND THE MANAGEMENT | | Non-Voting | | | | | | |
| | | | | |
8.A | | DECISION REGARDING: ADOPTION OF THE INCOME STATEMENT AND BALANCE SHEET AS WELL AS THE CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED BALANCE SHEET | | Management | | No Action | | | | |
| | | | | |
8.B | | DECISION REGARDING: DISCHARGE FROM LIABILITY FOR BOARD MEMBERS AND THE CEO | | Management | | No Action | | | | |
| | | | | |
8.C | | DECISION REGARDING: ALLOCATION OF THE COMPANY’S PROFIT OR LOSS ACCORDING TO THE ADOPTED BALANCE SHEET: SEK 1.20 PER SHARE | | Management | | No Action | | | | |
| | | | | |
8.D | | DECISION REGARDING: RECORD DATE FOR RECEIVING THE DIVIDEND | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT RESOLUTIONS 9, 10 AND 11 ARE PROPOSED BY NOMINATION-COMMITTEE AND BOARD DOES NOT MAKE ANY RECOMMENDATION ON THIS PROPOSAL. THE-STANDING INSTRUCTIONS ARE DISABLED FOR THIS MEETING | | Non-Voting | | | | | | |
| | | | | |
9.A | | DETERMINATION OF THE NUMBER OF BOARD MEMBERS: THAT NINE BOARD MEMBERS BE ELECTED. THAT ONE REGISTERED AUDITING COMPANY BE ELECTED | | Management | | No Action | | | | |
| | | | | |
9.B | | DETERMINATION OF THE NUMBER OF AUDITORS AND DEPUTY AUDITORS OR REGISTERED AUDITING COMPANIES | | Management | | No Action | | | | |
| | | | | |
10.A | | ELECTION OF BOARD MEMBERS: THAT THE FOLLOWING BOARD MEMBERS ARE RE-ELECTED: LENNART EVRELL, JOHAN FORSSELL, JEANE HULL, RONNIE LETEN, ULLA LITZEN, ASTRID SKARHEIM ONSUM AND ANDERS ULLBERG. THAT SIGURD MAREELS AND HELENA HEDBLOM ARE APPOINTED AS NEW BOARD MEMBERS | | Management | | No Action | | | | |
| | | | | |
10.B | | ELECTION OF CHAIR OF THE BOARD: THAT RONNIE LETEN IS RE-ELECTED CHAIR OF THE BOARD | | Management | | No Action | | | | |
| | | | | |
10.C | | ELECTION OF AUDITORS AND DEPUTY AUDITORS OR REGISTERED AUDITING COMPANIES: THAT DELOITTE AB IS RE-ELECTED AS THE AUDITING COMPANY WHICH ALSO IS THE AUDIT COMMITTEE’S RECOMMENDATION | | Management | | No Action | | | | |
| | | | | |
11.A | | DETERMINING THE REMUNERATION: IN CASH OR PARTIALLY IN THE FORM OF SYNTHETIC SHARES, TO THE BOARD OF DIRECTORS, AND THE REMUNERATION TO ITS COMMITTEES | | Management | | No Action | | | | |
| | | | | |
11.B | | DETERMINING THE REMUNERATION: TO THE AUDITORS OR REGISTERED AUDITING COMPANY | | Management | | No Action | | | | |
| | | | | |
12.A | | THE BOARD’S PROPOSAL REGARDING GUIDELINES FOR EXECUTIVE REMUNERATION | | Management | | No Action | | | | |
| | | | | |
12.B | | THE BOARD’S PROPOSAL REGARDING A PERFORMANCE BASED PERSONNEL OPTION PLAN FOR 2020 | | Management | | No Action | | | | |
| | | | | |
13.A | | THE BOARD’S PROPOSAL REGARDING MANDATES TO ACQUIRE A SHARES RELATED TO PERSONNEL OPTION PLAN FOR 2020 | | Management | | No Action | | | | |
| | | | | |
13.B | | THE BOARD’S PROPOSAL REGARDING MANDATES TO ACQUIRE A SHARES RELATED TO REMUNERATION IN THE FORM OF SYNTHETIC SHARES | | Management | | No Action | | | | |
| | | | | |
13.C | | THE BOARD’S PROPOSAL REGARDING MANDATES TO TRANSFER A SHARES RELATED TO PERSONNEL OPTION PLAN FOR 2020 | | Management | | No Action | | | | |
| | | | | |
13.D | | THE BOARD’S PROPOSAL REGARDING MANDATES TO SELL A SHARES TO COVER COSTS RELATED TO SYNTHETIC SHARES TO BOARD MEMBERS | | Management | | No Action | | | | |
| | | | | |
13.E | | THE BOARD’S PROPOSAL REGARDING MANDATES TO SELL A SHARES TO COVER COSTS IN RELATION TO THE PERFORMANCE BASED PERSONNEL OPTION PLANS FOR 2015, 2016 AND 2017 | | Management | | No Action | | | | |
| | | | | |
14 | | CLOSING OF THE MEETING | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 307236 DUE TO CHANGE IN-DIVIDEND AMOUNT UNDER RESOLUTION 8.C. ALL VOTES RECEIVED ON THE PREVIOUS-MEETING WILL BE DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED.-THEREFORE PLEASE REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER-VOTE DEADLINE EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE- CLOSED AND YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE.-PLEASE ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING,-AND AS SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1 | | THAT THE COMPANY’S ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2019, TOGETHER WITH THE DIRECTORS’ REPORTS AND THE AUDITOR’S REPORT ON THOSE ACCOUNTS, BE RECEIVED | | Management | | For | | For | | |
| | | | | |
2 | | THAT THE DIRECTORS’ REMUNERATION POLICY, SET OUT ON PAGES 155 TO 163 OF THE DIRECTORS’ REMUNERATION REPORT, BE APPROVED | | Management | | For | | For | | |
| | | | | |
3 | | THAT THE DIRECTORS’ REMUNERATION REPORT, EXCLUDING THE DIRECTORS’ REMUNERATION POLICY SET OUT ON PAGES 135 TO 154 OF THE DIRECTORS’ REMUNERATION REPORT, FOR THE YEAR ENDED DECEMBER 31, 2019, BE APPROVED | | Management | | For | | For | | |
| | | | | |
4 | | THAT DICK BOER BE APPOINTED AS A DIRECTOR OF THE COMPANY WITH EFFECT FROM MAY 20, 2020 | | Management | | For | | For | | |
| | | | | |
5 | | THAT ANDREW MACKENZIE BE APPOINTED AS A DIRECTOR OF THE COMPANY WITH EFFECT FROM 1 OCTOBER, 2020 | | Management | | For | | For | | |
| | | | | |
6 | | THAT MARTINA HUND-MEJEAN BE APPOINTED AS A DIRECTOR OF THE COMPANY WITH EFFECT FROM MAY 20, 2020 | | Management | | For | | For | | |
| | | | | |
7 | | THAT BEN VAN BEURDEN BE REAPPOINTED AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
8 | | THAT NEIL CARSON BE REAPPOINTED AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
9 | | THAT ANN GODBEHERE BE REAPPOINTED AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
10 | | THAT EULEEN GOH BE REAPPOINTED AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
11 | | THAT CHARLES O. HOLLIDAY BE REAPPOINTED AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
12 | | THAT CATHERINE HUGHES BE REAPPOINTED AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
13 | | THAT SIR NIGEL SHEINWALD BE REAPPOINTED AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
14 | | THAT JESSICA UHL BE REAPPOINTED AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
15 | | THAT GERRIT ZALM BE REAPPOINTED AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
16 | | THAT ERNST & YOUNG LLP BE REAPPOINTED AS AUDITOR OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT AGM OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
17 | | THAT THE AUDIT COMMITTEE BE AUTHORISED TO DETERMINE THE REMUNERATION OF THE AUDITOR FOR 2020 ON BEHALF OF THE BOARD | | Management | | For | | For | | |
| | | | | |
18 | | THAT THE BOARD BE GENERALLY AND UNCONDITIONALLY AUTHORISED, IN SUBSTITUTION FOR ALL SUBSISTING AUTHORITIES, TO ALLOT SHARES IN THE COMPANY, AND TO GRANT RIGHTS TO SUBSCRIBE FOR OR TO CONVERT ANY SECURITY INTO SHARES IN THE COMPANY, UP TO AN AGGREGATE NOMINAL AMOUNT OF EUR 182.7 MILLION, AND TO LIST SUCH SHARES OR RIGHTS ON ANY STOCK EXCHANGE, SUCH AUTHORITIES TO APPLY UNTIL THE EARLIER OF THE CLOSE OF BUSINESS ON AUGUST 19, 2021, AND THE END OF THE AGM TO BE HELD IN 2021 (UNLESS PREVIOUSLY RENEWED, REVOKED OR VARIED BY THE COMPANY IN A GENERAL MEETING) BUT, IN EACH CASE, DURING THIS PERIOD, THE COMPANY MAY MAKE OFFERS AND ENTER INTO AGREEMENTS WHICH WOULD, OR MIGHT, REQUIRE SHARES TO BE ALLOTTED OR RIGHTS TO SUBSCRIBE FOR OR TO CONVERT SECURITIES INTO SHARES TO BE GRANTED AFTER THE AUTHORITY ENDS AND THE BOARD MAY ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR TO CONVERT SECURITIES INTO SHARES UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED | | Management | | For | | For | | |
| | | | | |
19 | | THAT IF RESOLUTION 18 IS PASSED, THE BOARD BE GIVEN POWER TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE COMPANIES ACT 2006) FOR CASH UNDER THE AUTHORITY GIVEN BY THAT RESOLUTION AND/OR TO SELL ORDINARY SHARES HELD BY THE COMPANY AS TREASURY SHARES FOR CASH AS IF SECTION 561 OF THE COMPANIES ACT 2006 DID NOT APPLY TO ANY SUCH ALLOTMENT OR SALE, SUCH POWER TO BE LIMITED: TO THE ALLOTMENT OF EQUITY SECURITIES AND SALE OF TREASURY SHARES FOR CASH IN CONNECTION WITH AN OFFER OF, OR INVITATION TO APPLY FOR, EQUITY SECURITIES: (I) TO ORDINARY SHAREHOLDERS IN PROPORTION (AS NEARLY AS MAY BE PRACTICABLE) TO THEIR EXISTING HOLDINGS; AND (II) TO HOLDERS OF OTHER EQUITY SECURITIES, AS REQUIRED BY THE RIGHTS OF THOSE SECURITIES OR, AS THE BOARD OTHERWISE CONSIDERS NECESSARY, AND SO THAT THE BOARD MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS WHICH IT CONSIDERS NECESSARY OR APPROPRIATE TO DEAL WITH TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES, OR LEGAL OR PRACTICAL PROBLEMS ARISING IN ANY OVERSEAS TERRITORY, THE REQUIREMENTS OF ANY REGULATORY BODY OR STOCK EXCHANGE OR ANY OTHER MATTER WHATSOEVER; AND (B) TO THE ALLOTMENT OF EQUITY SECURITIES OR SALE OF TREASURY SHARES (OTHERWISE THAN UNDER PARAGRAPH (A) ABOVE) UP TO A NOMINAL AMOUNT OF EUR 27.4 MILLION, SUCH POWER TO APPLY UNTIL THE EARLIER OF THE CLOSE OF BUSINESS ON AUGUST 19, 2021 AND THE END OF THE AGM TO BE HELD IN 2021 BUT, IN EACH CASE, PRIOR TO ITS EXPIRY, THE COMPANY MAY MAKE OFFERS, AND ENTER INTO AGREEMENTS, WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES TO BE ALLOTTED (AND TREASURY SHARES TO BE SOLD) AFTER THE POWER EXPIRES AND THE BOARD MAY ALLOT EQUITY SECURITIES (AND SELL TREASURY SHARES) UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE POWER HAD NOT EXPIRED | | Management | | For | | For | | |
| | | | | |
20 | | THAT THE COMPANY BE AUTHORISED FOR THE PURPOSES OF SECTION 701 OF THE COMPANIES ACT 2006 TO MAKE ONE OR MORE MARKET PURCHASES (AS DEFINED IN SECTION 693(4) OF THE COMPANIES ACT 2006) OF ITS ORDINARY SHARES OF EUR 0.07 EACH (“ORDINARY SHARES”), SUCH AUTHORITY TO BE LIMITED: TO A MAXIMUM NUMBER OF 783 MILLION ORDINARY SHARES; (B) BY THE CONDITION THAT THE MINIMUM PRICE WHICH MAY BE PAID FOR AN ORDINARY SHARE IS EUR 0.07 AND THE MAXIMUM PRICE WHICH MAY BE PAID FOR AN ORDINARY SHARE IS THE HIGHER OF: (I) AN AMOUNT EQUAL TO 5% ABOVE THE AVERAGE MARKET VALUE OF AN ORDINARY SHARE FOR THE FIVE BUSINESS DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH THAT ORDINARY SHARE IS CONTRACTED TO BE PURCHASED; AND (II) THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT INDEPENDENT BID ON THE TRADING VENUES WHERE THE PURCHASE IS CARRIED OUT, IN EACH CASE, EXCLUSIVE OF EXPENSES; SUCH AUTHORITY TO APPLY UNTIL THE EARLIER OF THE CLOSE OF BUSINESS ON AUGUST 19, 2021, AND THE END OF THE AGM TO BE HELD IN 2021 BUT IN EACH CASE SO THAT THE COMPANY MAY ENTER INTO A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE COMPLETED OR EXECUTED WHOLLY OR PARTLY AFTER THE AUTHORITY ENDS AND THE COMPANY MAY PURCHASE ORDINARY SHARES PURSUANT TO ANY SUCH CONTRACT AS IF THE AUTHORITY HAD NOT ENDED | | Management | | For | | For | | |
| | | | | |
21 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: THE COMPANY HAS RECEIVED NOTICE PURSUANT TO THE UK COMPANIES ACT 2006 OF THE INTENTION TO MOVE THE RESOLUTION SET FORTH ON PAGE 6 AND INCORPORATED HEREIN BY WAY OF REFERENCE AT THE COMPANY’S 2020 AGM. THE RESOLUTION HAS BEEN REQUISITIONED BY A GROUP OF SHAREHOLDERS AND SHOULD BE READ TOGETHER WITH THEIR STATEMENT IN SUPPORT OF THEIR PROPOSED RESOLUTION SET FORTH ON PAGE | | Shareholder | | Against | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A- FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE- GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED- INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THE FRENCH PROXY CARD IS AVAILABLE AS A LINK UNDER THE-‘MATERIAL URL’ DROPDOWN AT THE TOP OF THE BALLOT | | Non-Voting | | | | | | |
| | | | | |
CMMT | | FOLLOWING CHANGES IN THE FORMAT OF PROXY CARDS FOR FRENCH MEETINGS, ABSTAIN-IS NOW A VALID VOTING OPTION. FOR ANY ADDITIONAL ITEMS RAISED AT THE MEETING-THE VOTING OPTION WILL DEFAULT TO ‘AGAINST’, OR FOR POSITIONS WHERE THE PROXY-CARD IS NOT COMPLETED BY BROADRIDGE, TO THE PREFERENCE OF YOUR CUSTODIAN. | | Non-Voting | | | | | | |
| | | | | |
O.1 | | APPROVE FINANCIAL STATEMENTS AND STATUTORY REPORTS | | Management | | For | | For | | |
| | | | | |
O.2 | | APPROVE CONSOLIDATED FINANCIAL STATEMENTS AND STATUTORY REPORTS | | Management | | For | | For | | |
| | | | | |
O.3 | | APPROVE ALLOCATION OF INCOME AND DIVIDENDS OF EUR 0.70 PER SHARE | | Management | | For | | For | | |
| | | | | |
O.4 | | APPROVE AUDITORS’ SPECIAL REPORT ON RELATED-PARTY TRANSACTIONS MENTIONING THE ABSENCE OF NEW TRANSACTIONS | | Management | | For | | For | | |
| | | | | |
O.5 | | APPROVE REMUNERATION POLICY OF CORPORATE OFFICERS | | Management | | Against | | Against | | |
| | | | | |
O.6 | | APPROVE COMPENSATION OF CHARLES EDELSTENNE, CHAIRMAN OF THE BOARD | | Management | | For | | For | | |
| | | | | |
O.7 | | APPROVE COMPENSATION OF BERNARD CHARLES, VICE-CHAIRMAN AND CEO | | Management | | Against | | Against | | |
| | | | | |
O.8 | | APPROVE COMPENSATION REPORT OF CORPORATE OFFICERS | | Management | | For | | For | | |
| | | | | |
O.9 | | REELECT MARIE-HELENE HABERT DASSAULT AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.10 | | REELECT LAURENCE LESCOURRET AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.11 | | APPROVE REMUNERATION OF DIRECTORS IN THE AGGREGATE AMOUNT OF EUR 800,000 | | Management | | For | | For | | |
| | | | | |
O.12 | | AUTHORIZE REPURCHASE OF UP TO 10 PERCENT OF ISSUED SHARE CAPITAL | | Management | | For | | For | | |
| | | | | |
E.13 | | AUTHORIZE DECREASE IN SHARE CAPITAL VIA CANCELLATION OF REPURCHASED SHARES | | Management | | For | | For | | |
| | | | | |
E.14 | | AMEND ARTICLES 14, 16 AND 19 OF BYLAWS TO COMPLY WITH LEGAL CHANGES | | Management | | For | | For | | |
| | | | | |
E.15 | | AUTHORIZE UP TO 4 PERCENT OF ISSUED CAPITAL FOR USE IN STOCK OPTION PLANS | | Management | | For | | For | | |
| | | | | |
E.16 | | AUTHORIZE CAPITAL ISSUANCES FOR USE IN EMPLOYEE STOCK PURCHASE PLANS | | Management | | For | | For | | |
| | | | | |
E.17 | | DELEGATE POWER TO THE BOARD TO CARRY MERGER BY ABSORPTION | | Management | | For | | For | | |
| | | | | |
E.18 | | AUTHORIZE ISSUANCE OF EQUITY OR EQUITY- LINKED SECURITIES UP TO AGGREGATE NOMINAL AMOUNT OF EUR 12 MILLION IN CONNECTION WITH THE MERGER BY ABSORPTION ABOVE | | Management | | For | | For | | |
| | | | | |
E.19 | | DELEGATE POWER TO THE BOARD TO CARRY SPIN-OFF AGREEMENT | | Management | | For | | For | | |
| | | | | |
E.20 | | AUTHORIZE ISSUANCE OF EQUITY OR EQUITY- LINKED SECURITIES UP TO AGGREGATE NOMINAL AMOUNT OF EUR 12 MILLION IN CONNECTION WITH SPIN-OFF AGREEMENT ABOVE | | Management | | For | | For | | |
| | | | | |
E.21 | | DELEGATE POWER TO THE BOARD TO ACQUIRE CERTAIN ASSETS OF ANOTHER COMPANY | | Management | | For | | For | | |
| | | | | |
E.22 | | AUTHORIZE ISSUANCE OF EQUITY OR EQUITY- LINKED SECURITIES UP TO AGGREGATE NOMINAL AMOUNT OF EUR 12 MILLION IN CONNECTION WITH THE ACQUISITION ABOVE | | Management | | For | | For | | |
| | | | | |
E.23 | | AUTHORIZE FILING OF REQUIRED DOCUMENTS/OTHER FORMALITIES | | Management | | For | | For | | |
| | | | | |
CMMT | | 06 MAY 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO UPDATE IN RECORD DATE-& ADDITION OF COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT-VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 06 MAY 2020: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS-AVAILABLE BY CLICKING ON THE MATERIAL URL LINK:- HTTPS://WWW.JOURNAL- OFFICIEL.GOUV.FR/BALO/DOCUMENT/202005062001 350-55 | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 18 JUNE 2020 CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU’ | | Non-Voting | | | | | | |
| | | | | |
CMMT | | SHAREHOLDERS HOLDING LESS THAN “300” SHARES (MINIMUM AMOUNT TO ATTEND THE- MEETING) MAY GRANT A PROXY TO ANOTHER SHAREHOLDER ENTITLED TO LEGAL-ASSISTANCE OR GROUP THEM TO REACH AT LEAST THAT NUMBER, GIVING REPRESENTATION-TO A SHAREHOLDER OF THE GROUPED OR OTHER PERSONAL SHAREHOLDER ENTITLED TO-ATTEND THE MEETING | | Non-Voting | | | | | | |
| | | | | |
1 | | EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE ANNUAL ACCOUNTS - BALANCE SHEET, PROFIT AND LOSS ACCOUNT, STATEMENT OF CHANGES IN EQUITY IN THE PERIOD, CASH FLOW STATEMENT AND ANNUAL REPORT - AND DIRECTORS REPORT OF THE COMPANY, CONSOLIDATED ANNUAL ACCOUNTS AND CONSOLIDATED DIRECTORS REPORT OF ITS GROUP OF COMPANIES, ALL OF THEM RELATED TO THE FINANCIAL YEAR CLOSED AS OF 31 DECEMBER 2019 | | Management | | | | | | |
| | | | | |
2 | | EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE CONSOLIDATED NON-FINANCIAL INFORMATION REPORT RELATED TO THE FINANCIAL YEAR ENDED AS OF 31 DECEMBER 2019, WHICH FORMS PART OF THE CONSOLIDATED DIRECTORS’ REPORT | | Management | | | | | | |
| | | | | |
3 | | APPROVAL, IF APPLICABLE, OF THE PROPOSAL ON THE ALLOCATION OF 2019 RESULTS OF THE COMPANY | | Management | | | | | | |
| | | | | |
4 | | EXAMINATION AND APPROVAL, IF APPLICABLE, OF THE MANAGEMENT CARRIED OUT BY THE BOARD OF DIRECTORS FOR THE YEAR CLOSED AS OF 31 DECEMBER 2019 | | Management | | | | | | |
| | | | | |
5.1 | | APPOINTMENT OF MRS. XIAOQUN CLEVER, AS INDEPENDENT DIRECTOR, FOR A TERM OF THREE YEARS | | Management | | | | | | |
| | | | | |
5.2 | | RE-ELECTION OF MR. JOSE ANTONIO TAZON GARCIA, AS INDEPENDENT DIRECTOR, FOR A TERM OF ONE YEAR | | Management | | | | | | |
| | | | | |
5.3 | | RE-ELECTION OF MR. LUIS MAROTO CAMINO, AS EXECUTIVE DIRECTOR, FOR A TERM OF ONE YEAR | | Management | | | | | | |
| | | | | |
5.4 | | RE-ELECTION OF MR. DAVID WEBSTER, AS INDEPENDENT DIRECTOR, FOR A TERM OF ONE YEAR | | Management | | | | | | |
| | | | | |
5.5 | | RE-ELECTION OF DAME CLARA FURSE, AS INDEPENDENT DIRECTOR, FOR A TERM OF ONE YEAR | | Management | | | | | | |
| | | | | |
5.6 | | RE-ELECTION OF MR. NICOLAS HUSS, AS INDEPENDENT DIRECTOR, FOR A TERM OF ONE YEAR | | Management | | | | | | |
| | | | | |
5.7 | | RE-ELECTION OF MR. PIERRE-HENRI GOURGEON, UNDER THE CATEGORY OF “OTHER EXTERNAL”, FOR A TERM OF ONE YEAR | | Management | | | | | | |
| | | | | |
5.8 | | RE-ELECTION OF MR. FRANCESCO LOREDAN, AS DIRECTOR, UNDER THE CATEGORY OF “OTHER EXTERNAL” FOR A TERM OF ONE YEAR | | Management | | | | | | |
| | | | | |
6 | | ANNUAL REPORT ON DIRECTOR’S REMUNERATION, FOR AN ADVISORY VOTE THEREON AS PER ARTICLE 541.4 OF THE SPANISH CAPITAL COMPANIES ACT | | Management | | | | | | |
| | | | | |
7 | | APPROVAL OF THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS, IN THEIR CAPACITY AS SUCH, FOR FINANCIAL YEAR 2020 | | Management | | | | | | |
| | | | | |
8 | | DELEGATION TO THE BOARD OF DIRECTORS OF THE POWER TO INCREASE THE SHARE CAPITAL, AUTHORISING THE BOARD TO EXCLUDE PRE- EMPTIVE SUBSCRIPTION RIGHTS, PURSUANT TO ARTICLES 297.1.B) AND 506 OF THE SPANISH CAPITAL COMPANIES ACT, LEAVING WITHOUT EFFECT THE UNUSED PART OF THE DELEGATION GRANTED BY THE GENERAL SHAREHOLDERS’ MEETING OF 25 JUNE 2015 | | Management | | | | | | |
| | | | | |
9 | | DELEGATION OF POWERS TO THE BOARD OF DIRECTORS, WITH POWER OF SUBSTITUTION, FOR THE FULL FORMALISATION, INTERPRETATION, REMEDY AND IMPLEMENTATION OF THE RESOLUTIONS TO BE ADOPTED BY THE GENERAL SHAREHOLDERS’ MEETING | | Management | | | | | | |
Harding, Loevner Funds, Inc. - Global Equity Portfolio
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
O.1 | | ACCEPTANCE OF ANNUAL FINANCIAL STATEMENTS | | Management | | For | | For | | |
| | | | | |
O.2 | | CONFIRMATION AND APPROVAL OF PAYMENT OF DIVIDENDS | | Management | | For | | For | | |
| | | | | |
O.3 | | REAPPOINTMENT OF PRICEWATERHOUSECOOPERS INC. AS AUDITOR | | Management | | For | | For | | |
| | | | | |
O.4 | | TO CONFIRM THE APPOINTMENT OF F L N LETELE AS A NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.5.1 | | TO RE-ELECT THE FOLLOWING DIRECTOR: J P BEKKER | | Management | | For | | For | | |
| | | | | |
O.5.2 | | TO RE-ELECT THE FOLLOWING DIRECTOR: S J Z PACAK | | Management | | For | | For | | |
| | | | | |
O.5.3 | | TO RE-ELECT THE FOLLOWING DIRECTOR: J D T STOFBERG | | Management | | For | | For | | |
| | | | | |
O.5.4 | | TO RE-ELECT THE FOLLOWING DIRECTOR: B J VAN DER ROSS | | Management | | For | | For | | |
| | | | | |
O.5.5 | | TO RE-ELECT THE FOLLOWING DIRECTOR: D MEYER | | Management | | For | | For | | |
| | | | | |
O.6.1 | | APPOINTMENT OF THE FOLLOWING AUDIT COMMITTEE MEMBER: D G ERIKSSON | | Management | | For | | For | | |
| | | | | |
O.6.2 | | APPOINTMENT OF THE FOLLOWING AUDIT COMMITTEE MEMBER: B J VAN DER ROSS | | Management | | For | | For | | |
| | | | | |
O.6.3 | | APPOINTMENT OF THE FOLLOWING AUDIT COMMITTEE MEMBER: R C C JAFTA | | Management | | For | | For | | |
| | | | | |
O.7 | | TO ENDORSE THE COMPANY’S REMUNERATION POLICY | | Management | | For | | For | | |
| | | | | |
O.8 | | TO APPROVE THE IMPLEMENTATION REPORT OF THE REMUNERATION REPORT | | Management | | For | | For | | |
| | | | | |
O.9 | | APPROVAL OF GENERAL AUTHORITY PLACING UNISSUED SHARES UNDER THE CONTROL OF THE DIRECTORS | | Management | | Against | | Against | | |
| | | | | |
O.10 | | APPROVAL OF GENERAL ISSUE OF SHARES FOR CASH | | Management | | For | | For | | |
| | | | | |
O.11 | | APPROVAL OF AMENDMENTS TO THE NASPERS RESTRICTED STOCK PLAN TRUST | | Management | | For | | For | | |
| | | | | |
O.12 | | AUTHORISATION TO IMPLEMENT ALL RESOLUTIONS ADOPTED AT THE ANNUAL GENERAL MEETING | | Management | | For | | For | | |
| | | | | |
S.1.1 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: BOARD: CHAIR | | Management | | For | | For | | |
| | | | | |
S.1.2 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: BOARD: MEMBER | | Management | | For | | For | | |
| | | | | |
S.1.3 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: AUDIT COMMITTEE: CHAIR | | Management | | For | | For | | |
| | | | | |
S.1.4 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: AUDIT COMMITTEE: MEMBER | | Management | | For | | For | | |
| | | | | |
S.1.5 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: RISK COMMITTEE: CHAIR | | Management | | For | | For | | |
| | | | | |
S.1.6 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: RISK COMMITTEE: MEMBER | | Management | | For | | For | | |
| | | | | |
S.1.7 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: HUMAN RESOURCES AND REMUNERATION COMMITTEE: CHAIR | | Management | | For | | For | | |
| | | | | |
S.1.8 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: HUMAN RESOURCES AND REMUNERATION COMMITTEE: MEMBER | | Management | | For | | For | | |
| | | | | |
S.1.9 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: NOMINATION COMMITTEE: CHAIR | | Management | | For | | For | | |
| | | | | |
S.110 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: NOMINATION COMMITTEE: MEMBER | | Management | | For | | For | | |
| | | | | |
S.111 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: SOCIAL AND ETHICS COMMITTEE: CHAIR | | Management | | For | | For | | |
| | | | | |
S.112 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: SOCIAL AND ETHICS COMMITTEE: MEMBER | | Management | | For | | For | | |
| | | | | |
S.113 | | APPROVAL OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS PROPOSED FINANCIAL YEAR 31 MARCH 2021: TRUSTEES OF GROUP SHARE SCHEMES/OTHER PERSONNEL FUNDS | | Management | | For | | For | | |
| | | | | |
S.2 | | APPROVE GENERALLY THE PROVISION OF FINANCIAL ASSISTANCE IN TERMS OF SECTION 44 OF THE ACT | | Management | | For | | For | | |
| | | | | |
S.3 | | APPROVE GENERALLY THE PROVISION OF FINANCIAL ASSISTANCE IN TERMS OF SECTION 45 OF THE ACT | | Management | | For | | For | | |
| | | | | |
S.4 | | GENERAL AUTHORITY FOR THE COMPANY OR ITS SUBSIDIARIES TO ACQUIRE N ORDINARY SHARES IN THE COMPANY | | Management | | For | | For | | |
| | | | | |
S.5 | | GENERAL AUTHORITY FOR THE COMPANY OR ITS SUBSIDIARIES TO ACQUIRE A ORDINARY SHARES IN THE COMPANY | | Management | | For | | For | | |
| | | | | |
S.6 | | GRANTING THE SPECIFIC REPURCHASE AUTHORITY | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
CMMT | | A POA IS NEEDED TO APPOINT OWN REPRESENTATIVE BUT IS NOT NEEDED IF A FINNISH-SUB/BANK IS APPOINTED EXCEPT IF THE SHAREHOLDER IS FINNISH THEN A POA WOULD- STILL BE REQUIRED. | | Non-Voting | | | | | | |
| | | | | |
1 | | OPENING OF THE MEETING | | Non-Voting | | | | | | |
| | | | | |
2 | | CALLING THE MEETING TO ORDER | | Non-Voting | | | | | | |
| | | | | |
3 | | ELECTION OF PERSON TO SCRUTINIZE THE MINUTES AND PERSONS TO SUPERVISE THE- COUNTING OF VOTES | | Non-Voting | | | | | | |
| | | | | |
4 | | RECORDING THE LEGALITY OF THE MEETING | | Non-Voting | | | | | | |
| | | | | |
5 | | RECORDING THE ATTENDANCE AT THE MEETING AND ADOPTION OF THE LIST OF VOTES | | Non-Voting | | | | | | |
| | | | | |
6 | | PRESENTATION OF THE ANNUAL ACCOUNTS, THE REPORT OF THE BOARD OF DIRECTORS AND-THE AUDITOR’S REPORT FOR THE YEAR 2019: REVIEW BY THE PRESIDENT AND CEO | | Non-Voting | | | | | | |
| | | | | |
7 | | ADOPTION OF THE ANNUAL ACCOUNTS | | Management | | For | | For | | |
| | | | | |
8 | | RESOLUTION ON THE USE OF THE PROFIT SHOWN ON THE BALANCE SHEET AND THE PAYMENT OF DIVIDENDS: THE BOARD OF DIRECTORS PROPOSES THAT FOR THE FINANCIAL YEAR 2019 A DIVIDEND OF EUR 1.6975 IS PAID FOR EACH CLASS A SHARE AND A DIVIDEND OF EUR 1.70 IS PAID FOR EACH CLASS B SHARE. THE DATE OF RECORD FOR DIVIDEND DISTRIBUTION IS PROPOSED TO BE 27 FEBRUARY 2020 AND THE DIVIDEND IS PROPOSED TO BE PAID ON 5 MARCH 2020 | | Management | | For | | For | | |
| | | | | |
9 | | RESOLUTION ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT AND CEO FROM LIABILITY | | Management | | For | | For | | |
| | | | | |
10 | | CONSIDERATION OF THE REMUNERATION POLICY FOR GOVERNING BODIES | | Management | | For | | For | | |
| | | | | |
CMMT | | 30 JAN 2020: PLEASE NOTE THAT RESOLUTION 11 TO 13 ARE PROPOSED BY NOMINATION-AND COMPENSATION COMMITTEE AND BOARD DOES NOT MAKE ANY RECOMMENDATION ON-THESE PROPOSALS. THE STANDING INSTRUCTIONS ARE DISABLED FOR THIS MEETING | | Non-Voting | | | | | | |
| | | | | |
11 | | RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS | | Management | | For | | | | |
| | | | | |
12 | | RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS: THE NOMINATION AND COMPENSATION COMMITTEE OF THE BOARD DIRECTORS PROPOSES THAT THE NUMBER OF BOARD MEMBERS IS INCREASED TO BE NINE | | Management | | For | | | | |
| | | | | |
13 | | ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS: THE NOMINATION AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS PROPOSES THAT MATTI ALAHUHTA, ANNE BRUNILA, ANTTI HERLIN, IIRIS HERLIN, JUSSI HERLIN, RAVI KANT, JUHANI KASKEALA AND SIRPA PIETIKAINEN ARE RE-ELECTED TO THE BOARD OF DIRECTORS AND SUSAN DUINHOVEN IS ELECTED AS A NEW MEMBER TO THE BOARD OF DIRECTORS | | Management | | Against | | | | |
| | | | | |
14 | | AMENDING OF THE ARTICLES OF ASSOCIATION: THE BOARD OF DIRECTORS PROPOSES THAT THE ARTICLES OF ASSOCIATION ARE AMENDED BY UPDATING THE ARTICLE CONCERNING THE LINE OF BUSINESS OF THE COMPANY (2 SECTION) AND CHANGING THE ARTICLES CONCERNING THE AUDITING (7 SECTION AND 10 SECTION). BY AMENDING THE ARTICLES OF ASSOCIATION IN RESPECT OF AUDITING, THE COMPANY PREPARES FOR THE CHANGES REGARDING THE ELECTION OF THE AUDITOR AS FURTHER DESCRIBED IN ITEM 15 OF THIS NOTICE TO GENERAL MEETING. THE BOARD OF DIRECTORS’ PROPOSAL FOR AMENDING THE ARTICLES OF ASSOCIATION WITH RESPECT TO ARTICLES 2 SECTION, 7 SECTION AND 10 SECTION IS PRESENTED IN ANNEX 1 OF THIS NOTICE TO GENERAL MEETING | | Management | | For | | For | | |
| | | | | |
15.A | | RESOLUTION REGARDING AUDITING: RESOLUTION ON THE REMUNERATION OF THE AUDITOR FOR TERMS 2020-2021 | | Management | | For | | For | | |
| | | | | |
15.B | | RESOLUTION REGARDING AUDITING: RESOLUTION ON THE NUMBER OF AUDITORS FOR TERM 2020: THE BOARD OF DIRECTORS PROPOSES ON THE RECOMMENDATION OF THE BOARD’S AUDIT COMMITTEE THAT TWO AUDITORS ARE ELECTED FOR THE TERM COMMENCING ON 25 FEBRUARY 2020 AND ENDING AT THE CONCLUSION OF THE FOLLOWING ANNUAL GENERAL MEETING | | Management | | For | | For | | |
| | | | | |
15.C | | RESOLUTION REGARDING AUDITING: RESOLUTION ON THE NUMBER OF AUDITORS FOR TERM 2021: THE BOARD OF DIRECTORS PROPOSES ON THE RECOMMENDATION OF THE BOARD’S AUDIT COMMITTEE THAT ONE AUDITOR IS ELECTED FOR THE TERM COMMENCING FROM 2021 ANNUAL GENERAL MEETING AND ENDING AT THE CONCLUSION OF THE FOLLOWING ANNUAL GENERAL MEETING | | Management | | For | | For | | |
| | | | | |
15.D | | RESOLUTION REGARDING AUDITING: ELECTION OF AUDITOR FOR TERM 2020: THE BOARD OF DIRECTORS PROPOSES ON THE RECOMMENDATION OF THE BOARD’S AUDIT COMMITTEE THAT AUTHORIZED PUBLIC ACCOUNTANTS PRICEWATERHOUSECOOPERS OY AND JOUKO MALINEN ARE RE-ELECTED AS AUDITORS FROM THIS ANNUAL GENERAL MEETING | | Management | | For | | For | | |
| | | | | |
15.E | | RESOLUTION REGARDING AUDITING: ELECTION OF AUDITOR FOR TERM 2021: THE BOARD OF DIRECTORS PROPOSES ON THE RECOMMENDATION OF THE BOARD’S AUDIT COMMITTEE THAT AUDIT FIRM ERNST & YOUNG OY IS ELECTED AS THE AUDITOR FROM THE 2021 ANNUAL GENERAL MEETING | | Management | | For | | For | | |
| | | | | |
16 | | AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE COMPANY’S OWN SHARES | | Management | | For | | For | | |
| | | | | |
17 | | AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES AS WELL AS THE ISSUANCE OF OPTIONS AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES | | Management | | For | | For | | |
| | | | | |
18 | | CLOSING OF THE MEETING | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 30 JAN 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF-COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN-UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
CMMT | | 27 FEB 2020: DELETION OF COMMENT | | Non-Voting | | | | | | |
| | | | | |
CMMT | | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A-FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE-GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED- INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | IN CASE AMENDMENTS OR NEW RESOLUTIONS ARE PRESENTED DURING THE MEETING, YOUR-VOTE WILL DEFAULT TO ‘ABSTAIN’. SHARES CAN ALTERNATIVELY BE PASSED TO THE-CHAIRMAN OR A NAMED THIRD PARTY TO VOTE ON ANY SUCH ITEM RAISED. SHOULD YOU-WISH TO PASS CONTROL OF YOUR SHARES IN THIS WAY, PLEASE CONTACT YOUR-BROADRIDGE CLIENT SERVICE REPRESENTATIVE. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 25 MAR 2020: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS-AVAILABLE BY CLICKING ON THE MATERIAL URL LINKS:- https://www.journal- officiel.gouv.fr/balo/document/202002172000159-21 AND-https://www.journal- officiel.gouv.fr/balo/document/202003252000546-37; PLEASE-NOTE THAT THIS IS A REVISION DUE TO DELETION OF COMMENT & ADDITION OF URL-LINK. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS-YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
O.1 | | APPROVAL OF THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
O.2 | | APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
O.3 | | ALLOCATION OF INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 - SETTING OF THE DIVIDEND | | Management | | For | | For | | |
| | | | | |
O.4 | | AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 18 MONTHS TO ALLOW THE COMPANY TO TRADE IN ITS OWN SHARES | | Management | | For | | For | | |
| | | | | |
O.5 | | RENEWAL OF THE TERM OF OFFICE OF MR. BRIAN GILVARY AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.6 | | APPOINTMENT OF MRS. ANETTE BRONDER AS DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
O.7 | | APPOINTMENT OF MRS. KIM ANN MINK AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
O.8 | | STATUTORY AUDITORS’ SPECIAL REPORT ON THE AGREEMENTS REFERRED TO IN ARTICLES L. 225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL CODE | | Management | | For | | For | | |
| | | | | |
O.9 | | APPROVAL OF THE COMPENSATION ELEMENTS PAID DURING OR GRANTED TO MR. BENOIT POTIER FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
O.10 | | APPROVAL OF THE INFORMATION RELATING TO THE COMPENSATION OF CORPORATE OFFICERS MENTIONED IN SECTION I OF ARTICLE L. 225-37-3 OF THE FRENCH COMMERCIAL CODE | | Management | | For | | For | | |
| | | | | |
O.11 | | APPROVAL OF THE COMPENSATION POLICY APPLICABLE TO CORPORATE OFFICERS | | Management | | For | | For | | |
| | | | | |
O.12 | | SETTING OF THE AMOUNT OF THE GLOBAL ANNUAL COMPENSATION OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
E.13 | | AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 24 MONTHS TO REDUCE THE CAPITAL BY CANCELLATION OF TREASURY SHARES | | Management | | For | | For | | |
| | | | | |
E.14 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO INCREASE THE SHARE CAPITAL BY INCORPORATION OF PREMIUMS, RESERVES, PROFITS OR OTHERS, FOR A MAXIMUM AMOUNT OF 300 MILLION EUROS | | Management | | For | | For | | |
| | | | | |
E.15 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO PROCEED WITH CAPITAL INCREASES WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT RESERVED FOR MEMBERS OF A COMPANY OR GROUP SAVINGS PLAN | | Management | | For | | For | | |
| | | | | |
E.16 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 18 MONTHS TO PROCEED WITH CAPITAL INCREASES WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT RESERVED FOR A CATEGORY OF BENEFICIARIES | | Management | | For | | For | | |
| | | | | |
E.17 | | ALIGNMENT OF ARTICLE 11 OF THE BY-LAWS (COMPOSITION OF THE BOARD OF DIRECTORS) WITH THE PROVISIONS OF THE PACTE LAW REGARDING THE DIRECTORS REPRESENTING THE EMPLOYEES | | Management | | For | | For | | |
| | | | | |
E.18 | | AMENDMENT TO ARTICLE 15 OF THE BY-LAWS (POWERS OF THE BOARD OF DIRECTORS) CONCERNING THE MANAGEMENT DECISIONS OF THE BOARD (PACTE LAW) | | Management | | For | | For | | |
| | | | | |
E.19 | | ALIGNMENT OF ARTICLE 16 OF THE BY-LAWS (COMPENSATION) WITH THE PROVISIONS OF THE PACTE LAW CONCERNING THE COMPENSATION OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
E.20 | | AMENDMENT TO ARTICLE 9 OF THE BY-LAWS (IDENTIFICATION OF SHAREHOLDERS) CONCERNING THE CROSSING OF THRESHOLDS | | Management | | For | | For | | |
| | | | | |
E.21 | | AMENDMENT TO THE BY-LAWS CONCERNING THE COMPETENCE TO DECIDE OR AUTHORISE THE ISSUE OF BONDS | | Management | | For | | For | | |
| | | | | |
E.22 | | EXTENSION OF THE PERIOD OF VALIDITY OF THE COMPANY AND CORRELATIVE AMENDMENT TO THE BY-LAWS | | Management | | For | | For | | |
| | | | | |
O.23 | | POWERS TO CARRY OUT FORMALITIES | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 385288 DUE TO INCLUSION-OF WITHDRAWAL RESOLUTION 2. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL-BE DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE-REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE-EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND-YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE- ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS-SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
1 | | TO RECEIVE THE COMPANY’S ANNUAL REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS | | Management | | For | | For | | |
| | | | | |
2 | | TO DECLARE A FINAL DIVIDEND OF USD 0.20 PER ORDINARY SHARE FOR THE YEAR ENDED 31 DECEMBER 2019 | | Management | | Abstain | | Against | | |
| | | | | |
3 | | TO APPROVE THE ANNUAL REPORT ON REMUNERATION CONTAINED IN THE DIRECTORS’ REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 AS SET OUT ON PAGES 108 TO 137 OF THE 2019 ANNUAL REPORT | | Management | | For | | For | | |
| | | | | |
4 | | TO ELECT PHIL RIVETT (64), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
5 | | TO ELECT, DAVID TANG (65), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
6 | | TO RE-ELECT DAVID CONNER (71), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
7 | | TO RE-ELECT BYRON GROTE (72), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
8 | | TO RE-ELECT ANDY HALFORD (61), AN EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
9 | | TO RE-ELECT CHRISTINE HODGSON, CBE (55), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
10 | | TO RE-ELECT GAY HUEY EVANS, OBE (65), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
11 | | TO RE-ELECT NAGUIB KHERAJ (55), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
12 | | TO RE-ELECT NGOZI OKONJO-IWEALA (65), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
13 | | TO RE-ELECT CARLSON TONG (65), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
14 | | TO RE-ELECT JOSE VINALS (65), AS GROUP CHAIRMAN | | Management | | For | | For | | |
| | | | | |
15 | | TO RE-ELECT JASMINE WHITBREAD (56), AN INDEPENDENT NON-EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
16 | | TO RE-ELECT BILL WINTERS, CBE (58), AN EXECUTIVE DIRECTOR | | Management | | For | | For | | |
| | | | | |
17 | | TO APPOINT ERNST & YOUNG LLP (EY) AS AUDITOR TO THE COMPANY FROM THE END OF THE AGM UNTIL THE END OF NEXT YEAR’S AGM | | Management | | For | | For | | |
| | | | | |
18 | | TO AUTHORISE THE AUDIT COMMITTEE, ACTING FOR AND ON BEHALF OF THE BOARD, TO SET THE REMUNERATION OF THE AUDITOR | | Management | | For | | For | | |
| | | | | |
19 | | THAT IN ACCORDANCE WITH SECTIONS 366 AND 367 OF THE COMPANIES ACT 2006, THE COMPANY AND ALL COMPANIES THAT ARE ITS SUBSIDIARIES DURING THE PERIOD FOR WHICH THIS RESOLUTION HAS EFFECT ARE AUTHORISED TO: (A) MAKE DONATIONS TO POLITICAL PARTIES AND/OR INDEPENDENT ELECTION CANDIDATES NOT EXCEEDING GBP 100,000 IN TOTAL; (B) MAKE DONATIONS TO POLITICAL ORGANISATIONS OTHER THAN POLITICAL PARTIES NOT EXCEEDING GBP 100,000 IN TOTAL; AND (C) INCUR POLITICAL EXPENDITURE NOT EXCEEDING GBP 100,000 IN TOTAL (AS SUCH TERMS ARE DEFINED IN SECTIONS 363 TO 365 OF THE COMPANIES ACT 2006) PROVIDED THAT THE AGGREGATE AMOUNT OF ANY SUCH DONATIONS AND EXPENDITURE SHALL NOT EXCEED GBP 100,000 DURING THE PERIOD BEGINNING WITH THE DATE OF PASSING OF THIS RESOLUTION AND EXPIRING AT THE END OF NEXT YEAR S AGM, UNLESS SUCH AUTHORITY HAS BEEN PREVIOUSLY RENEWED, REVOKED OR VARIED BY THE COMPANY IN A GENERAL MEETING AND PROVIDED THAT THE AUTHORISED SUM REFERRED TO IN PARAGRAPHS (A), (B) AND (C) MAY BE COMPRISED OF ONE OR MORE AMOUNTS IN DIFFERENT CURRENCIES WHICH, FOR THE PURPOSES OF CALCULATING THAT AUTHORISED SUM, SHALL BE CONVERTED INTO POUNDS STERLING AT THE RATE OF EXCHANGE PUBLISHED IN THE LONDON EDITION OF THE FINANCIAL TIMES ON THE DAY ON WHICH THE RELEVANT DONATION IS MADE OR THE RELEVANT EXPENDITURE IS INCURRED OR, IF EARLIER, ON THE DAY ON WHICH THE COMPANY OR ITS SUBSIDIARY ENTERS INTO ANY CONTRACT OR UNDERTAKING IN RELATION TO SUCH DONATION OR EXPENDITURE (OR, IF SUCH DAY IS NOT A BUSINESS DAY, THE FIRST BUSINESS DAY THEREAFTER) | | Management | | For | | For | | |
| | | | | |
20 | | THAT THE BOARD BE AUTHORISED: (A) TO MAKE AN OFFER TO THE HOLDERS OF ORDINARY SHARES (EXCLUDING ANY MEMBER HOLDING SHARES AS TREASURY SHARES) TO ELECT TO RECEIVE NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY, CREDITED AS FULLY PAID, IN LIEU OF ALL OR ANY PART OF ANY INTERIM OR FINAL DIVIDEND PAID IN RESPECT OF ANY FINANCIAL PERIOD OF THE COMPANY ENDING ON OR PRIOR TO 31 DECEMBER 2022 UPON SUCH TERMS AS THE BOARD MAY DETERMINE; AND (B) IN RESPECT OF ANY SUCH DIVIDEND TO CAPITALISE SUCH AMOUNT STANDING TO THE CREDIT OF THE COMPANY’S RESERVES OR FUNDS AS MAY BE NECESSARY, AND THE MAKING BY THE BOARD OF ANY SUCH OFFER AND ANY SUCH CAPITALISATION BY THE BOARD IN EACH CASE IN RESPECT OF ANY PRIOR FINANCIAL PERIOD IS CONFIRMED | | Management | | For | | For | | |
| | | | | |
21 | | THAT THE BOARD BE AUTHORISED TO ALLOT SHARES IN THE COMPANY AND TO GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT ANY SECURITY INTO SHARES IN THE COMPANY: (A) UP TO A NOMINAL AMOUNT OF USD 317,956,410.50 (SUCH AMOUNT TO BE RESTRICTED TO THE EXTENT THAT ANY ALLOTMENTS OR GRANTS ARE MADE UNDER PARAGRAPHS (B) OR (C) SO THAT IN TOTAL NO MORE THAN USD 529,927,351.50 CAN BE ALLOTTED UNDER PARAGRAPHS (A) AND (B) AND NO MORE THAN USD 1,059,854,703 CAN BE ALLOTTED UNDER PARAGRAPHS (A), (B) AND (C)); (B) UP TO A NOMINAL AMOUNT OF USD 529,927,351.50 (SUCH AMOUNT TO BE RESTRICTED TO THE EXTENT THAT ANY ALLOTMENTS OR GRANTS ARE MADE UNDER PARAGRAPHS (A) OR (C) SO THAT IN TOTAL NO MORE THAN USD 529,927,351.50 CAN BE ALLOTTED UNDER PARAGRAPHS (A) AND (B) AND NO MORE THAN USD 1,059,854,703 CAN BE ALLOTTED UNDER PARAGRAPHS (A), (B) AND (C)) IN CONNECTION WITH A SCRIP DIVIDEND SCHEME OR SIMILAR ARRANGEMENT IMPLEMENTED IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY; (C) COMPRISING EQUITY SECURITIES (AS DEFINED IN SECTION 560(1) OF THE COMPANIES ACT 2006) UP TO A NOMINAL AMOUNT OF USD 1,059,854,703 (SUCH AMOUNT TO BE RESTRICTED TO THE EXTENT THAT ANY ALLOTMENTS OR GRANTS ARE MADE UNDER PARAGRAPHS (A) OR (B) SO THAT IN TOTAL NO MORE THAN USD 1,059,854,703 CAN BE ALLOTTED UNDER PARAGRAPHS (A), (B) AND (C)) IN CONNECTION WITH AN OFFER BY WAY OF A RIGHTS ISSUE: (I) TO ORDINARY SHAREHOLDERS IN PROPORTION (AS NEARLY AS MAY BE PRACTICABLE) TO THEIR EXISTING HOLDINGS; AND (II) TO HOLDERS OF OTHER EQUITY SECURITIES AS REQUIRED BY THE RIGHTS OF THOSE SECURITIES OR AS THE BOARD OTHERWISE CONSIDERS NECESSARY, AND SO THAT THE BOARD MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS WHICH IT CONSIDERS NECESSARY OR APPROPRIATE TO DEAL WITH TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES, LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY OR ANY OTHER MATTER; AND (D) PURSUANT TO THE TERMS OF ANY EXISTING SHARE SCHEME OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR SUBSIDIARY UNDERTAKINGS ADOPTED PRIOR TO THE DATE OF THIS MEETING. SUCH AUTHORITIES TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT, IN EACH SUCH CASE, DURING THIS PERIOD THE COMPANY MAY MAKE OFFERS AND ENTER INTO AGREEMENTS WHICH WOULD, OR MIGHT, REQUIRE SHARES TO BE ALLOTTED OR RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES TO BE GRANTED AFTER THE AUTHORITY ENDS AND THE BOARD MAY ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED | | Management | | For | | For | | |
| | | | | |
22 | | THAT THE AUTHORITY GRANTED TO THE BOARD TO ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES UP TO A NOMINAL AMOUNT OF USD 317,956,410.50 PURSUANT TO PARAGRAPH (A) OF RESOLUTION 21 BE EXTENDED BY THE ADDITION OF SUCH NUMBER OF ORDINARY SHARES OF USD 0.50 EACH REPRESENTING THE NOMINAL AMOUNT OF THE COMPANY’S SHARE CAPITAL REPURCHASED BY THE COMPANY UNDER THE AUTHORITY GRANTED PURSUANT TO RESOLUTION 27, TO THE EXTENT THAT SUCH EXTENSION WOULD NOT RESULT IN THE AUTHORITY TO ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES PURSUANT TO RESOLUTION 21 EXCEEDING USD 1,059,854,703 | | Management | | For | | For | | |
| | | | | |
23 | | THAT, IN ADDITION TO ANY AUTHORITY GRANTED PURSUANT TO RESOLUTION 21 (IF PASSED), THE BOARD BE AUTHORISED TO ALLOT SHARES IN THE COMPANY AND TO GRANT RIGHTS TO SUBSCRIBE FOR OR TO CONVERT ANY SECURITY INTO SHARES IN THE COMPANY UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 317,956,410.50 (OR 635,912,821 SHARES), REPRESENTING APPROXIMATELY 20 PER CENT OF THE COMPANY’S NOMINAL ISSUED ORDINARY SHARE CAPITAL AS AT 13 MARCH 2020, IN RELATION TO ANY ISSUE BY THE COMPANY OR ANY SUBSIDIARY OR SUBSIDIARY UNDERTAKING OF THE COMPANY (TOGETHER, THE GROUP) OF EQUITY CONVERTIBLE ADDITIONAL TIER 1 SECURITIES (ECAT1 SECURITIES) THAT AUTOMATICALLY CONVERT INTO OR ARE EXCHANGED FOR ORDINARY SHARES IN THE COMPANY IN PRESCRIBED CIRCUMSTANCES WHERE THE BOARD CONSIDERS THAT SUCH AN ISSUANCE OF ECAT1 SECURITIES WOULD BE DESIRABLE IN CONNECTION WITH, OR FOR THE PURPOSES OF COMPLYING WITH OR MAINTAINING COMPLIANCE WITH THE REGULATORY CAPITAL REQUIREMENTS OR TARGETS APPLICABLE TO THE GROUP FROM TIME TO TIME, SUCH AUTHORITY TO EXPIRE AT THE END OF NEXT YEAR S AGM (OR, IF EARLIER, AT THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT SO THAT, IN THE PERIOD BEFORE THE AUTHORITY ENDS, THE COMPANY MAY MAKE OFFERS AND ENTER INTO AGREEMENTS WHICH WOULD, OR MIGHT, REQUIRE SHARES TO BE ALLOTTED OR RIGHTS TO SUBSCRIBE FOR OR TO CONVERT SECURITIES INTO SHARES TO BE GRANTED AFTER THE AUTHORITY ENDS AND THE BOARD MAY ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED | | Management | | For | | For | | |
| | | | | |
24 | | THAT IF RESOLUTION 21 IS PASSED, THE BOARD BE GIVEN POWER TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE COMPANIES ACT 2006) FOR CASH UNDER THE AUTHORITY GIVEN BY THAT RESOLUTION AND/OR SELL ORDINARY SHARES HELD BY THE COMPANY AS TREASURY SHARES FOR CASH AS IF SECTION 561 OF THE COMPANIES ACT 2006 DID NOT APPLY TO SUCH ALLOTMENT OR SALE, SUCH POWER TO BE LIMITED: (A) TO THE ALLOTMENT OF EQUITY SECURITIES AND SALE OF TREASURY SHARES FOR CASH IN CONNECTION WITH A SCRIP DIVIDEND SCHEME OR SIMILAR ARRANGEMENT IMPLEMENTED IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE COMPANY; (B) TO THE ALLOTMENT OF EQUITY SECURITIES AND SALE OF TREASURY SHARES FOR CASH IN CONNECTION WITH AN OFFER OF, OR INVITATION TO APPLY FOR, EQUITY SECURITIES UNDER THE AUTHORITIES GRANTED UNDER PARAGRAPHS (A) AND (C) OF RESOLUTION 21 (BUT IN THE CASE OF THE AUTHORITY GRANTED UNDER PARAGRAPH (C) OF RESOLUTION 21, BY WAY OF A RIGHTS ISSUE ONLY): (I) TO ORDINARY SHAREHOLDERS IN PROPORTION (AS NEARLY AS MAY BE PRACTICABLE) TO THEIR EXISTING HOLDINGS; AND (II) TO HOLDERS OF OTHER EQUITY SECURITIES AS REQUIRED BY THE RIGHTS OF THOSE SECURITIES OR AS THE BOARD OTHERWISE CONSIDERS NECESSARY, AND SO THAT THE BOARD MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS WHICH IT CONSIDERS NECESSARY OR APPROPRIATE TO DEAL WITH TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES, LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY OR ANY OTHER MATTER; AND (C) IN THE CASE OF THE AUTHORITY GRANTED UNDER PARAGRAPH (A) OF RESOLUTION 21 AND/OR IN THE CASE OF ANY SALE OF TREASURY SHARES FOR CASH, TO THE ALLOTMENT (OTHERWISE THAN UNDER PARAGRAPHS (A) AND (B)) OF EQUITY SECURITIES OR SALE OF TREASURY SHARES UP TO A NOMINAL AMOUNT OF USD 79,489,102.50, SUCH POWER TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT, IN EACH CASE, DURING THIS PERIOD THE COMPANY MAY MAKE OFFERS, AND ENTER INTO AGREEMENTS, WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES TO BE ALLOTTED (AND TREASURY SHARES TO BE SOLD) AFTER THE POWER ENDS AND THE BOARD MAY ALLOT EQUITY SECURITIES (AND SELL TREASURY SHARES) UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE POWER HAD NOT ENDED | | Management | | For | | For | | |
| | | | | |
25 | | THAT IF RESOLUTION 21 IS PASSED, THE BOARD BE GIVEN POWER IN ADDITION TO ANY POWER GRANTED UNDER RESOLUTION 24 TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE COMPANIES ACT 2006) FOR CASH UNDER THE AUTHORITY GRANTED UNDER PARAGRAPH (A) OF RESOLUTION 21 AND/ OR SELL ORDINARY SHARES HELD BY THE COMPANY AS TREASURY SHARES FOR CASH AS IF SECTION 561 OF THE COMPANIES ACT 2006 DID NOT APPLY TO SUCH ALLOTMENT OR SALE, SUCH POWER TO BE: (A) LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES OR SALE OF TREASURY SHARES UP TO A NOMINAL AMOUNT OF USD 79,489,102.50; AND (B) USED ONLY FOR THE PURPOSES OF FINANCING (OR REFINANCING, IF THE AUTHORITY IS TO BE USED WITHIN SIX MONTHS AFTER THE ORIGINAL TRANSACTION) A TRANSACTION WHICH THE BOARD DETERMINES TO BE AN ACQUISITION OR OTHER CAPITAL INVESTMENT OF A KIND CONTEMPLATED BY THE STATEMENT OF PRINCIPLES ON DISAPPLYING PRE-EMPTION RIGHTS MOST RECENTLY PUBLISHED BY THE PRE-EMPTION GROUP PRIOR TO THE DATE OF THIS NOTICE OR FOR THE PURPOSES OF REFINANCING SUCH A TRANSACTION WITHIN SIX MONTHS OF ITS TAKING PLACE, SUCH POWER TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT, IN EACH CASE, DURING THIS PERIOD THE COMPANY MAY MAKE OFFERS, AND ENTER INTO AGREEMENTS, WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES TO BE ALLOTTED (AND TREASURY SHARES TO BE SOLD) AFTER THE POWER ENDS AND THE BOARD MAY ALLOT EQUITY SECURITIES (AND SELL TREASURY SHARES) UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE POWER HAD NOT ENDED | | Management | | For | | For | | |
| | | | | |
26 | | THAT, IN ADDITION TO THE POWERS GRANTED PURSUANT TO RESOLUTIONS 24 AND 25 (IF PASSED), AND IF RESOLUTION 23 IS PASSED, THE BOARD BE GIVEN THE POWER TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE COMPANIES ACT 2006) FOR CASH UNDER THE AUTHORITY GIVEN BY RESOLUTION 23 AS IF SECTION 561 OF THE COMPANIES ACT 2006 DID NOT APPLY, SUCH AUTHORITY TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT, IN EACH CASE, DURING THIS PERIOD THE COMPANY MAY MAKE OFFERS AND ENTER INTO AGREEMENTS WHICH WOULD, OR MIGHT, REQUIRE SHARES TO BE ALLOTTED OR RIGHTS TO SUBSCRIBE FOR OR TO CONVERT SECURITIES INTO SHARES TO BE GRANTED AFTER THE AUTHORITY ENDS AND THE BOARD MAY ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED | | Management | | For | | For | | |
| | | | | |
27 | | THAT THE COMPANY BE AUTHORISED FOR THE PURPOSES OF SECTION 701 OF THE COMPANIES ACT 2006 TO MAKE MARKET PURCHASES (AS DEFINED IN THE COMPANIES ACT 2006) OF ITS ORDINARY SHARES OF USD 0.50 EACH PROVIDED THAT: (A) THE COMPANY DOES NOT PURCHASE MORE THAN 317,956,410 SHARES UNDER THIS AUTHORITY; (B) THE COMPANY DOES NOT PAY LESS FOR EACH SHARE (BEFORE EXPENSES) THAN THE NOMINAL VALUE OF THE SHARE; AND (C) THE COMPANY DOES NOT PAY MORE FOR EACH SHARE (BEFORE EXPENSES) THAN THE HIGHER OF (I) FIVE PER CENT OVER THE AVERAGE OF THE MIDDLE MARKET PRICES OF THE ORDINARY SHARES ACCORDING TO THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE FOR THE FIVE BUSINESS DAYS IMMEDIATELY BEFORE THE DATE ON WHICH THE COMPANY AGREES TO BUY THE SHARES AND (II) THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT INDEPENDENT PURCHASE BID ON THE TRADING VENUE WHERE THE PURCHASE IS CARRIED OUT (INCLUDING WHEN THE SHARES ARE TRADED ON DIFFERENT TRADING VENUES), SUCH AUTHORITY TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT DURING THIS PERIOD THE COMPANY MAY AGREE TO PURCHASE SHARES WHERE THE PURCHASE MAY NOT BE COMPLETED (FULLY OR PARTLY) UNTIL AFTER THE AUTHORITY ENDS AND THE COMPANY MAY MAKE A PURCHASE OF ORDINARY SHARES IN ACCORDANCE WITH ANY SUCH AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED. FOR THE PURPOSES OF DETERMINING COMPLIANCE WITH THE CONDITIONS IN PARAGRAPHS (B) AND (C), THE NOMINAL VALUE OF THE SHARE OR THE RELEVANT PRICE (RESPECTIVELY) SHALL, IF NECESSARY, BE CONVERTED INTO THE CURRENCY IN WHICH THE PURCHASE IS TO BE MADE, CALCULATED BY REFERENCE TO THE SPOT RATE OF EXCHANGE BETWEEN THE CURRENCY OF THE NOMINAL VALUE OR OF THE PRICE (AS APPLICABLE) AND THE CURRENCY IN WHICH THE PURCHASE IS TO BE MADE, AS DISPLAYED ON THE APPROPRIATE PAGE OF THE BLOOMBERG SCREEN (OR ON THE APPROPRIATE PAGE OF SUCH OTHER INFORMATION SERVICE WHICH PUBLISHES THAT RATE FROM TIME TO TIME) AT OR AROUND 11.00AM UK TIME ON THE BUSINESS DAY BEFORE THE DAY THE COMPANY AGREES TO BUY SUCH SHARE. STANDARD CHARTERED 16 NOTICE OF ANNUAL GENERAL MEETING 2020 891413 (STANDARD CHARTERED) NOTICE OF AGM CIR (ENG) 21/03/2020 M40 P.16 THE BOARD CONSIDERS THAT THE RESOLUTIONS IN THIS NOTICE OF MEETING ARE IN THE BEST INTERESTS OF THE COMPANY AND SHAREHOLDERS AS A WHOLE AND RECOMMEND ALL SHAREHOLDERS VOTE IN FAVOUR OF ALL THE RESOLUTIONS, AS THE DIRECTORS INTEND TO DO IN RESPECT OF THEIR OWN SHARES, WITH THE EXCEPTION OF RESOLUTION 21. BY ORDER OF THE BOARD AMANDA MELLOR GROUP COMPANY SECRETARY STANDARD CHARTERED PLC 1 BASINGHALL AVENUE, LONDON EC2V 5DD REGISTERED IN ENGLAND AND WALES NUMBER 966425 27 MARCH 2020 EXISTING ARTICLES OF ASSOCIATION SINCE THEY WERE LAST AMENDED IN 2010. THE NEW ARTICLES TAKE ACCOUNT OF DEVELOPMENTS IN MARKET PRACTICE AND TECHNOLOGICAL ADVANCEMENTS REGARDING SHAREHOLDER ACCESSIBILITY AND PARTICIPATION AT THE COMPANY S GENERAL MEETINGS, FOR EXAMPLE BY PERMITTING THE COMPANY TO HOLD GENERAL MEETINGS PARTLY THROUGH AN ELECTRONIC PLATFORM. THE AMENDMENTS WILL ALSO PROVIDE GREATER FLEXIBILITY IN DECIDING DIVIDEND PAYMENT METHODS, ENSURING SHAREHOLDERS RECEIVE THEIR PAYMENTS PROMPTLY AND SECURELY. UNDER THE NEW ARTICLES, THE COMPANY WILL BE ABLE TO MAXIMISE ITS CAPACITY TO LOCATE AND UNITE CERTAIN GONE-AWAY AND LOST SHAREHOLDERS WITH THEIR DIVIDENDS AND/ OR SHARES THROUGH AN UNCLAIMED ASSET REUNIFICATION PROGRAMME. THE PRINCIPAL CHANGES ARE SET OUT IN APPENDIX 2 ON PAGES 25 AND 26. OTHER CHANGES WHICH ARE OF A MINOR, TECHNICAL OR CLARIFYING NATURE HAVE NOT BEEN SUMMARISED IN THAT APPENDIX. THE NEW ARTICLES WILL, IF RESOLUTION 29 IS PASSED, BECOME EFFECTIVE AT CONCLUSION OF THE AGM. NOTICE OF GENERAL MEETINGS RESOLUTION 30 PRESERVES THE COMPANY S ABILITY TO CALL GENERAL MEETINGS (OTHER THAN AN AGM) ON 14 CLEAR DAYS NOTICE. 30. THAT A GENERAL MEETING OTHER THAN AN ANNUAL GENERAL MEETING MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS NOTICE. THE NOTICE PERIOD REQUIRED FOR GENERAL MEETINGS OF THE COMPANY IS 21 DAYS UNLESS SHAREHOLDERS APPROVE A SHORTER NOTICE PERIOD, WHICH CANNOT HOWEVER BE LESS THAN 14 CLEAR DAYS (AGMS ARE STILL REQUIRED TO BE HELD ON AT LEAST 21 CLEAR DAYS NOTICE). RESOLUTION 30 SEEKS SUCH APPROVAL. THE APPROVAL WILL BE EFFECTIVE UNTIL THE COMPANY S NEXT ANNUAL GENERAL MEETING, WHEN IT IS INTENDED THAT A SIMILAR RESOLUTION WILL BE PROPOSED. NOTE THAT, IN ORDER TO BE ABLE TO CALL A GENERAL MEETING ON LESS THAN 21 CLEAR DAYS NOTICE, THE COMPANY MUST MAKE A MEANS OF ELECTRONIC VOTING AVAILABLE TO ALL SHAREHOLDERS FOR THAT MEETING. THE SHORTER NOTICE PERIOD WOULD NOT BE USED ROUTINELY FOR SUCH MEETINGS, BUT ONLY WHERE THE FLEXIBILITY IS MERITED BY THE BUSINESS OF THE MEETING AND IS THOUGHT TO BE TO THE ADVANTAGE OF SHAREHOLDERS AS A WHOLE. IN ACCORDANCE WITH RULE 7.19A(1) OF THE HONG KONG LISTING RULES, THE DIRECTORS (EXCLUDING INDEPENDENT NON-EXECUTIVE DIRECTORS) AND THEIR RESPECTIVE ASSOCIATES WILL ABSTAIN FROM VOTING IN FAVOUR OF RESOLUTION 21 FOR THE REASONS SET OUT ON PAGES 12 AND 13 OF THIS DOCUMENT. THE CURRENCY IN WHICH THE PURCHASE IS TO BE MADE, CALCULATED BY REFERENCE TO THE SPOT RATE OF EXCHANGE BETWEEN THE CURRENCY OF THE NOMINAL VALUE OR OF THE RELEVANT PRICE (AS APPLICABLE) AND THE CURRENCY IN WHICH THE PURCHASE IS TO BE MADE, AS DISPLAYED ON THE APPROPRIATE PAGE OF THE BLOOMBERG SCREEN (OR ON THE APPROPRIATE PAGE OF SUCH OTHER INFORMATION SERVICE WHICH PUBLISHES THAT RATE FROM TIME TO TIME) AT OR AROUND 11.00AM UK TIME ON THE BUSINESS DAY BEFORE THE DAY THE COMPANY AGREES TO BUY SUCH SHARE | | Management | | For | | For | | |
| | | | | |
28 | | THAT THE COMPANY BE AUTHORISED TO MAKE MARKET PURCHASES (AS DEFINED IN THE COMPANIES ACT 2006) OF UP TO 15,000 PREFERENCE SHARES OF USD 5.00 EACH AND UP TO 195,285,000 PREFERENCE SHARES OF GBP 1.00 EACH PROVIDED THAT: (A) THE COMPANY DOES NOT PAY LESS FOR EACH SHARE (BEFORE EXPENSES) THAN THE NOMINAL VALUE OF THE SHARE; AND (B) THE COMPANY DOES NOT PAY MORE FOR EACH SHARE (BEFORE EXPENSES) THAN 25 PER CENT ABOVE THE FOLLOWING: (I) IN RESPECT OF THE USD PREFERENCE SHARES, THE BLOOMBERG FIT COMPOSITE BID PRICE SHOWN ON THE RELEVANT BLOOMBERG PAGE ALLQ FOR THE RELEVANT PREFERENCE SHARE (OR ANY REPLACEMENT PAGE WHICH DISPLAYS THAT PRICE) AT OR AROUND 11.00AM UK TIME ON THE BUSINESS DAY BEFORE THE DAY ON WHICH THE COMPANY AGREES TO BUY SUCH SHARE; (II) IN RESPECT OF THE GBP PREFERENCE SHARES, THE LONDON STOCK EXCHANGE BID PRICE SHOWN ON THE RELEVANT BLOOMBERG PAGE ALLQ FOR THE RELEVANT PREFERENCE SHARE (OR ANY REPLACEMENT PAGE WHICH DISPLAYS THAT PRICE) AT OR AROUND 11.00AM UK TIME ON THE BUSINESS DAY BEFORE THE DAY ON WHICH THE COMPANY AGREES TO BUY SUCH SHARE; (III) IN RESPECT OF EITHER USD OR GBP PREFERENCE SHARES, WHERE THE RELEVANT BID PRICE IS NOT AVAILABLE UNDER (I) OR (II), THE HIGHEST INDEPENDENT BID PRICE SHOWN ON THE RELEVANT BLOOMBERG PAGE ALLQ FOR THE RELEVANT PREFERENCE SHARE (OR ANY REPLACEMENT PAGE WHICH DISPLAYS THAT PRICE) AT OR AROUND 11.00AM UK TIME ON THE BUSINESS DAY BEFORE THE DAY ON WHICH THE COMPANY AGREES TO BUY SUCH SHARE, SUCH AUTHORITY TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT DURING THIS PERIOD THE COMPANY MAY AGREE TO PURCHASE SHARES WHERE THE PURCHASE MAY NOT BE COMPLETED (FULLY OR PARTLY) UNTIL AFTER THE AUTHORITY ENDS AND THE COMPANY MAY MAKE A PURCHASE OF SHARES IN ACCORDANCE WITH ANY SUCH AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED. FOR THE PURPOSES OF DETERMINING COMPLIANCE WITH THE CONDITIONS IN PARAGRAPHS (A) AND (B), THE NOMINAL VALUE OF THE SHARE OR THE RELEVANT PRICE (RESPECTIVELY) SHALL, IF NECESSARY, BE CONVERTED INTO THE EFFECT OF THIS RESOLUTION IS TO RENEW THE AUTHORITY GRANTED TO THE COMPANY TO PURCHASE ITS OWN SHARES UP TO A MAXIMUM OF 317,956,410 ORDINARY SHARES UNTIL NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) AT, OR BETWEEN, THE MINIMUM AND MAXIMUM PRICES SPECIFIED IN THIS RESOLUTION. THIS IS APPROXIMATELY 10 PER CENT OF THE COMPANY S ISSUED ORDINARY SHARE CAPITAL AS AT 13 MARCH 2020 (THE LATEST PRACTICABLE DATE PRIOR TO THE PUBLICATION OF THIS DOCUMENT). NO REPURCHASES OF SHARES WILL BE CONDUCTED ON THE STOCK EXCHANGE OF HONG KONG LIMITED. THE DIRECTORS BELIEVE THAT IT IS IN THE BEST INTERESTS OF THE COMPANY AND ALL OF ITS SHAREHOLDERS TO HAVE A GENERAL AUTHORITY FOR THE COMPANY TO BUY BACK ITS ORDINARY SHARES IN THE MARKET. THE DIRECTORS INTEND TO KEEP UNDER REVIEW THE POTENTIAL TO PURCHASE ORDINARY SHARES. PURCHASES WILL ONLY BE MADE IF THE DIRECTORS CONSIDER THAT THE PURCHASE WOULD BE FOR THE BENEFIT OF THE COMPANY AND OF ITS SHAREHOLDERS GENERALLY, TAKING INTO ACCOUNT RELEVANT FACTORS AND CIRCUMSTANCES AT THAT TIME, FOR EXAMPLE THE EFFECT ON EARNINGS PER SHARE. THE COMPANIES ACT 2006 PERMITS THE COMPANY TO HOLD ANY SUCH BOUGHT BACK SHARES IN TREASURY AS AN ALTERNATIVE TO CANCELLING THEM IMMEDIATELY. IF THE COMPANY PURCHASES ANY OF ITS ORDINARY SHARES AND HOLDS THEM IN TREASURY, THE COMPANY MAY SELL THESE SHARES (OR ANY OF THEM) FOR CASH, TRANSFER THESE SHARES (OR ANY OF THEM) FOR THE PURPOSES OF OR PURSUANT TO AN EMPLOYEE SHARE SCHEME, CANCEL THESE SHARES (OR ANY OF THEM) OR CONTINUE TO HOLD THEM IN TREASURY. HOLDING SUCH SHARES IN TREASURY GIVES THE COMPANY THE ABILITY TO REISSUE THEM QUICKLY AND COST EFFECTIVELY AND PROVIDES ADDITIONAL FLEXIBILITY IN THE MANAGEMENT OF THE COMPANY S CAPITAL BASE. NO DIVIDENDS WILL BE PAID ON, AND NO VOTING RIGHTS WILL BE EXERCISED, IN RESPECT OF SHARES HELD IN TREASURY. THE DIRECTORS INTEND TO DECIDE WHETHER TO CANCEL SHARES PURCHASED PURSUANT TO THIS AUTHORITY OR HOLD THEM IN TREASURY BASED ON THE INTERESTS OF THE COMPANY AND SHAREHOLDERS AS A WHOLE AT THE RELEVANT TIME. THE TOTAL NUMBER OF OPTIONS TO SUBSCRIBE FOR ORDINARY SHARES OUTSTANDING AT 13 MARCH 2020, THE LATEST PRACTICABLE DATE PRIOR TO THE PUBLICATION OF THIS DOCUMENT, WAS 77,399,464, WHICH REPRESENTED 2.43 PER CENT OF THE ISSUED ORDINARY SHARE CAPITAL AT THAT DATE. AS AT 13 MARCH 2020, THE LATEST PRACTICABLE DATE PRIOR TO THE PUBLICATION OF THIS DOCUMENT, THERE WERE NO WARRANTS OVER ORDINARY SHARES OUTSTANDING. IF THE COMPANY WERE TO PURCHASE THE MAXIMUM NUMBER OF ORDINARY SHARES PERMITTED UNDER THIS RESOLUTION, THE PROPORTION OF ORDINARY SHARES SUBJECT TO OUTSTANDING OPTIONS WOULD REPRESENT APPROXIMATELY 3.06 PER CENT OF THE ISSUED ORDINARY SHARE CAPITAL AS AT 13 MARCH 2020. PURCHASE OF OWN ORDINARY SHARES OR PREFERENCE SHARES RESOLUTIONS 27 AND 28 SEEK AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN ORDINARY SHARES OR PREFERENCE SHARES SUBJECT TO SPECIFIED LIMITS AND CONDITIONS. 27. THAT THE COMPANY BE AUTHORISED FOR THE PURPOSES OF SECTION 701 OF THE COMPANIES ACT 2006 TO MAKE MARKET PURCHASES (AS DEFINED IN THE COMPANIES ACT 2006) OF ITS ORDINARY SHARES OF USD 0.50 EACH PROVIDED THAT: (A) THE COMPANY DOES NOT PURCHASE MORE THAN 317,956,410 SHARES UNDER THIS AUTHORITY; (B) THE COMPANY DOES NOT PAY LESS FOR EACH SHARE (BEFORE EXPENSES) THAN THE NOMINAL VALUE OF THE SHARE; AND (C) THE COMPANY DOES NOT PAY MORE FOR EACH SHARE (BEFORE EXPENSES) THAN THE HIGHER OF (I) FIVE PER CENT OVER THE AVERAGE OF THE MIDDLE MARKET PRICES OF THE ORDINARY SHARES ACCORDING TO THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE FOR THE FIVE BUSINESS DAYS IMMEDIATELY BEFORE THE DATE ON WHICH THE COMPANY AGREES TO BUY THE SHARES AND (II) THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT INDEPENDENT PURCHASE BID ON THE TRADING VENUE WHERE THE PURCHASE IS CARRIED OUT (INCLUDING WHEN THE SHARES ARE TRADED ON DIFFERENT TRADING VENUES), SUCH AUTHORITY TO APPLY UNTIL THE END OF NEXT YEAR S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 5 AUGUST 2021) BUT DURING THIS PERIOD THE COMPANY MAY AGREE TO PURCHASE SHARES WHERE THE PURCHASE MAY NOT BE COMPLETED (FULLY OR PARTLY) UNTIL AFTER THE AUTHORITY ENDS AND THE COMPANY MAY MAKE A PURCHASE OF ORDINARY SHARES IN ACCORDANCE WITH ANY SUCH AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED. FOR THE PURPOSES OF DETERMINING COMPLIANCE WITH THE CONDITIONS IN PARAGRAPHS (B) AND (C), THE NOMINAL VALUE OF THE SHARE OR THE RELEVANT PRICE (RESPECTIVELY) SHALL, IF NECESSARY, BE CONVERTED INTO THE CURRENCY IN WHICH THE PURCHASE IS TO BE MADE, CALCULATED BY REFERENCE TO THE SPOT RATE OF EXCHANGE BETWEEN THE CURRENCY OF THE NOMINAL VALUE OR OF THE PRICE (AS APPLICABLE) AND THE CURRENCY IN WHICH THE PURCHASE IS TO BE MADE, AS DISPLAYED ON THE APPROPRIATE PAGE OF THE BLOOMBERG SCREEN (OR ON THE APPROPRIATE PAGE OF SUCH OTHER INFORMATION SERVICE WHICH PUBLISHES THAT RATE FROM TIME TO TIME) AT OR AROUND 11.00AM UK TIME ON THE BUSINESS DAY BEFORE THE DAY THE COMPANY AGREES TO BUY SUCH SHARE. STANDARD CHARTERED 16 NOTICE OF ANNUAL GENERAL MEETING 2020 891413 (STANDARD CHARTERED) NOTICE OF AGM CIR (ENG) 21/03/2020 M40 P.16 THE BOARD CONSIDERS THAT THE RESOLUTIONS IN THIS NOTICE OF MEETING ARE IN THE BEST INTERESTS OF THE COMPANY AND SHAREHOLDERS AS A WHOLE AND RECOMMEND ALL SHAREHOLDERS VOTE IN FAVOUR OF ALL THE RESOLUTIONS, AS THE DIRECTORS INTEND TO DO IN RESPECT OF THEIR OWN SHARES, WITH THE EXCEPTION OF RESOLUTION 21 | | Management | | For | | For | | |
| | | | | |
29 | | THAT WITH EFFECT FROM THE CONCLUSION OF THE ANNUAL GENERAL MEETING, THE ARTICLES OF ASSOCIATION PRODUCED TO THE MEETING, AND INITIALLED FOR THE PURPOSE OF IDENTIFICATION BY THE GROUP CHAIRMAN, BE AND ARE HEREBY ADOPTED AS THE ARTICLES OF ASSOCIATION OF THE COMPANY, IN SUBSTITUTION FOR, AND TO THE EXCLUSION OF, THE EXISTING ARTICLES OF ASSOCIATION | | Management | | For | | For | | |
| | | | | |
30 | | THAT A GENERAL MEETING OTHER THAN AN ANNUAL GENERAL MEETING MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS’ NOTICE | | Management | | For | | For | | |
| | | | | |
CMMT | | 23 APR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO THE CHANGE IN VOTING-STATUS OF RESOLUTION 2, WHICH HAD PREVIOUSLY BEEN WITHDRAWN. IF YOU HAVE-ALREADY SENT IN YOUR VOTES TO MID 397601, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
Harding, Loevner Funds, Inc. - Emerging Markets Research Portfolio
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
CMMT | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR- ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING | | Non-Voting | | | | | | |
| | | | | |
1 | | TO CONSIDER AND ADOPT THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019, THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FINANCIAL YEAR AND THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS | | Management | | For | | For | | |
| | | | | |
2 | | TO DECLARE DIVIDEND FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019 | | Management | | For | | For | | |
| | | | | |
3 | | TO APPOINT A DIRECTOR IN PLACE OF MR. DAVID ROBERT SIMPSON (DIN: 07717430) WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-ELECTION | | Management | | For | | For | | |
| | | | | |
4 | | TO APPOINT A DIRECTOR IN PLACE OF MR. JOHN PULINTHANAM (DIN: 07881040) WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-ELECTION | | Management | | For | | For | | |
| | | | | |
5 | | TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION:- “RESOLVED THAT, IN ACCORDANCE WITH THE PROVISIONS OF SECTIONS 139 AND 142 OF THE COMPANIES ACT, 2013, MESSRS. S R B C & CO LLP, CHARTERED ACCOUNTANTS (REGISTRATION NO. 324982E/E300003), BE AND ARE HEREBY APPOINTED AS THE AUDITORS OF THE COMPANY FROM THE CONCLUSION OF THIS MEETING TO HOLD SUCH OFFICE FOR A PERIOD OF FIVE YEARS TILL THE CONCLUSION OF THE HUNDRED AND THIRTEENTH ANNUAL GENERAL MEETING, AT A REMUNERATION OF INR 2,95,00,000/- (RUPEES TWO CRORES AND NINETY FIVE LAKHS ONLY) TO CONDUCT THE AUDIT FOR THE FINANCIAL YEAR 2019-20 PAYABLE IN ONE OR MORE INSTALMENTS PLUS GOODS AND SERVICES TAX AS APPLICABLE, AND REIMBURSEMENT OF OUT-OF-POCKET EXPENSES INCURRED.” | | Management | | For | | For | | |
| | | | | |
6 | | TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION:- “RESOLVED THAT, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 152 OF THE COMPANIES ACT, 2013, MR. HEMANT BHARGAVA (DIN: 01922717) BE AND IS HEREBY APPOINTED A DIRECTOR OF THE COMPANY, LIABLE TO RETIRE BY ROTATION, FOR A PERIOD OF THREE YEARS FROM THE DATE OF THIS MEETING, OR TILL SUCH EARLIER DATE UPON WITHDRAWAL BY THE RECOMMENDING PUBLIC FINANCIAL INSTITUTION OR TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY AND / OR BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES.” | | Management | | For | | For | | |
| | | | | |
7 | | TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION:- “RESOLVED THAT, IN ACCORDANCE WITH THE PROVISIONS OF SECTIONS 196 AND 197 OF THE COMPANIES ACT, 2013, MR. SUMANT BHARGAVAN (DIN: 01732482) BE AND IS HEREBY APPOINTED A DIRECTOR OF THE COMPANY, LIABLE TO RETIRE BY ROTATION, AND FURTHER THAT THE APPOINTMENT OF AND THE REMUNERATION PAID / PAYABLE TO MR. SUMANT AS WHOLETIME DIRECTOR OF THE COMPANY FROM 16TH NOVEMBER, 2018, AS ALSO THE APPOINTMENT OF AND THE REMUNERATION PAYABLE TO MR. SUMANT AS WHOLETIME DIRECTOR FOR A FURTHER PERIOD OF THREE YEARS FROM THE DATE OF THIS MEETING, OR TILL SUCH EARLIER DATE TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY AND / OR BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES, AS SET OUT IN THE EXPLANATORY STATEMENT ANNEXED TO THE NOTICE CONVENING THIS MEETING, BE AND ARE HEREBY APPROVED.” | | Management | | For | | For | | |
| | | | | |
8 | | TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION:- “RESOLVED THAT, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 149 READ WITH SCHEDULE IV OF THE COMPANIES ACT, 2013, AND REGULATION 17 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THIS MEETING HEREBY APPROVES THE RE-APPOINTMENT OF MR. ARUN DUGGAL (DIN: 00024262) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A PERIOD OF FIVE YEARS WITH EFFECT FROM 15TH SEPTEMBER, 2019, OR TILL SUCH EARLIER DATE TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES.” | | Management | | For | | For | | |
| | | | | |
9 | | TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION:- “RESOLVED THAT, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 149 READ WITH SCHEDULE IV OF THE COMPANIES ACT, 2013, AND REGULATION 17 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THIS MEETING HEREBY APPROVES THE RE-APPOINTMENT OF MR. SUNIL BEHARI MATHUR (DIN: 00013239) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A PERIOD OF TWO YEARS WITH EFFECT FROM 15TH SEPTEMBER, 2019, OR TILL SUCH EARLIER DATE TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES.” | | Management | | For | | For | | |
| | | | | |
10 | | TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION:- “RESOLVED THAT, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 149 READ WITH SCHEDULE IV OF THE COMPANIES ACT, 2013, AND REGULATION 17 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, THIS MEETING HEREBY APPROVES THE RE-APPOINTMENT OF MS. MEERA SHANKAR (DIN: 06374957) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A PERIOD OF FIVE YEARS WITH EFFECT FROM 15TH SEPTEMBER, 2019, OR TILL SUCH EARLIER DATE TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES.” | | Management | | For | | For | | |
| | | | | |
11 | | TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION:- “RESOLVED THAT, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 148 OF THE COMPANIES ACT, 2013, THE REMUNERATION OF MR. P. RAJU IYER, COST ACCOUNTANT, APPOINTED BY THE BOARD OF DIRECTORS OF THE COMPANY AS THE COST AUDITOR TO CONDUCT AUDIT OF COST RECORDS MAINTAINED BY THE COMPANY IN RESPECT OF ‘WOOD PULP’, ‘PAPER AND PAPERBOARD’ AND ‘NICOTINE GUM’ PRODUCTS FOR THE FINANCIAL YEAR 2019-20, AT INR 4,50,000/- (RUPEES FOUR LAKHS AND FIFTY THOUSAND ONLY) PLUS GOODS AND SERVICES TAX AS APPLICABLE, AND REIMBURSEMENT OF OUT-OF-POCKET EXPENSES INCURRED, BE AND IS HEREBY RATIFIED.” | | Management | | For | | For | | |
| | | | | |
12 | | TO CONSIDER AND, IF THOUGHT FIT, TO PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION:- “RESOLVED THAT, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 148 OF THE COMPANIES ACT, 2013, THE REMUNERATION OF MESSRS. S. MAHADEVAN & CO., COST ACCOUNTANTS, APPOINTED BY THE BOARD OF DIRECTORS OF THE COMPANY AS THE COST AUDITORS TO CONDUCT AUDIT OF COST RECORDS MAINTAINED IN RESPECT OF ALL APPLICABLE PRODUCTS OF THE COMPANY, OTHER THAN ‘WOOD PULP’, ‘PAPER AND PAPERBOARD’ AND ‘NICOTINE GUM’ PRODUCTS, FOR THE FINANCIAL YEAR 2019-20, AT INR 5,75,000/- (RUPEES FIVE LAKHS AND SEVENTY FIVE THOUSAND ONLY) PLUS GOODS AND SERVICES TAX AS APPLICABLE, AND REIMBURSEMENT OF OUT-OF-POCKET EXPENSES INCURRED, BE AND IS HEREBY RATIFIED.” | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1 | | VOTING ON THE BOARD OF DIRECTORS REPORT FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
2 | | VOTING ON THE COMPANY’S EXTERNAL AUDITORS REPORT FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
3 | | VOTING ON THE COMPANY’S FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED ON 31/12/2019 | | Management | | For | | For | | |
| | | | | |
4 | | VOTING ON APPOINTING AN EXTERNAL AUDITOR FOR THE COMPANY AMONG THOSE NOMINEES BASED ON THE RECOMMENDATION OF THE AUDIT COMMITTEE TO REVIEW AND AUDIT THE QUARTERLY AND ANNUAL FINANCIAL STATEMENTS RESPECTIVELY, FOR THE FINANCIAL YEAR 2020 AND THE FIRST QUARTER FOR THE YEAR 2021 AND DETERMINE THEIR FEES | | Management | | Abstain | | Against | | |
| | | | | |
5 | | VOTING ON THE BOARD RECOMMENDATION IN REGARDS TO DISTRIBUTE DIVIDENDS FOR THE QUARTERLY (FIRST, SECOND, THIRD AND FOURTH) FOR THE FINANCIAL YEAR 2019, A TOTAL TO (8) RIYALS PER SHARE, (80%) OF THE SHARE CAPITAL AND AMOUNTING IN TOTAL SAR (960.000.000) | | Management | | For | | For | | |
| | | | | |
6 | | VOTING ON THE DISBURSEMENT OF SAR (2.650.000) AS REMUNERATION TO THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDING 31/12/2019 | | Management | | For | | For | | |
| | | | | |
7 | | VOTING ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
8 | | VOTE ON THE BUSINESS AND CONTRACT THAT WILL BE BETWEEN THE COMPANY AND ARABIAN KITE COMPANY TO WHICH IS FOR MR.MOHAMMED ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR. ABDULLAH ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) AND MR.NASSER ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR.ABDULKAREEM ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) INDIRECT INTEREST IN, WHICH ARE IMPLEMENTATION WORKS, DESIGNS AND TECHNICAL CONSULTATIONS. NOTE THAT THE TRANSACTIONS IN 2019 AMOUNT TO 89,788,789 SAR, NOTE THESE TRANSACTIONS ARE CARRIED OUT ON BUILDING COMMERCIAL BASIS WITHOUT PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
9 | | VOTE ON THE BUSINESS AND CONTRACT THAT WILL BE BETWEEN THE COMPANY AND ARABIAN KITE COMPANY TO WHICH IS FOR MR.MOHAMMED ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR. ABDULLAH ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) AND MR.NASSER ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR.ABDULKAREEM ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) INDIRECT INTEREST IN, WHICH IS OFFICE LEASING CONTRACT IN JARIR BUILDING IN RIYADH.NOTE THAT THE TRANSACTIONS IN 2019 AMOUNT TO 196,020 SAR, NOTE THESE TRANSACTIONS ARE CARRIED OUT ON BUILDING COMMERCIAL BASIS WITHOUT PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
10 | | VOTE ON THE BUSINESS AND CONTRACT THAT WILL BE BETWEEN THE COMPANY AND JARIR INVESTMENT TRADING COMPANY TO WHICH IS FOR MR.MOHAMMED ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR. ABDULLAH ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) AND MR.NASSER ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR.ABDULKAREEM ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) INDIRECT INTEREST IN, WHICH IS OFFICE LEASING CONTRACT IN JARIR BUILDING IN RIYADH.NOTE THAT THE TRANSACTIONS IN 2019 AMOUNT TO 306,240 SAR, NOTE THESE TRANSACTIONS ARE CARRIED OUT ON BUILDING COMMERCIAL BASIS WITHOUT PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
11 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND JARIR COMMERCIAL INVESTMENT COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST | | Management | | For | | For | | |
| | | | | |
12 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND AMWAJ AL DHAHRAN LTD. COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A CONTRACT FOR THE RENTAL OF AN EXHIBITION FOR JARIR LIBRARY IN DHAHRAN | | Management | | For | | For | | |
| | | | | |
13 | | VOTE ON THE BUSINESS AND CONTRACT THAT WILL BE BETWEEN THE COMPANY AND AL MUSTAQBAL TRADING COMPANY TO WHICH IS FOR MR.MOHAMMED ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR. ABDULLAH ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) AND MR.NASSER ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR.ABDULKAREEM ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) INDIRECT INTEREST IN, WHICH IS SHOWROOM LEASING CONTRACT FOR JARIR BOOKSTORE IN RIYADH. NOTE THAT THE TRANSACTIONS IN 2019 AMOUNT TO 2,434,950 SAR, NOTE THESE TRANSACTIONS ARE CARRIED OUT ON BUILDING COMMERCIAL BASIS WITHOUT PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
14 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND JARIR REAL ESTATE COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A RENTAL CONTRACT FOR AN OFFICE IN JARIR BUILDING IN RIYADH | | Management | | For | | For | | |
| | | | | |
15 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND JARIR REAL ESTATE COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A RENTAL CONTRACT FOR AN OFFICE IN JARIR BUILDING IN RIYADH | | Management | | For | | For | | |
| | | | | |
16 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND ARAB ROBIN COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A CONTRACT FOR THE RENTAL OF AN EXHIBITION FOR JARIR LIBRARY IN RIYADH | | Management | | For | | For | | |
| | | | | |
17 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND RAYOUF TABUK LTD. COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A CONTRACT FOR THE RENTAL OF AN EXHIBITION FOR JARIR LIBRARY IN TABUK | | Management | | For | | For | | |
| | | | | |
18 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND EAST HEALTH MEDICAL LTD. COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A RENTAL CONTRACT FOR A RESIDENTIAL BUILDING IN AL KHOBAR CITY | | Management | | For | | For | | |
| | | | | |
19 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND ARAB ROBIN COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A CONTRACT TO PROVIDE MANAGEMENT, OPERATION AND MAINTENANCE SERVICES OF THE ROBIN PLAZA COMPLEX IN RIYADH | | Management | | For | | For | | |
| | | | | |
20 | | VOTING ON AUTHORIZING THE BOARD OF DIRECTORS TO DISTRIBUTE INTERIM CASH DIVIDENDS TO THE SHAREHOLDERS ON BIANNUAL OR QUARTERLY BASIS FOR THE FINANCIAL YEAR 2020. | | Management | | For | | For | | |
| | | | | |
CMMT | | 03 APR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO UPDATE IN TEXT OF- RESOLUTIONS 8, 9, 10 AND 13. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE-DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.-THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
CMMT | | 25 MAR 2020: IF YOU WISH YOU TO VOTE IN THIS GENERAL ASSEMBLY, YOU MUST-RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE; ADDITIONALLY, IN ORDER-TO PROCESS YOUR VOTING INSTRUCTIONS, PLEASE ALSO NOTE THAT THE COMPANY-SPECIFIC POWER OF ATTORNEY MUST BE SIGNED AND SENT IN ORIGINAL (BANK REPLY-DEADLINE -2) TO THE APPROPRIATE SUB CUSTODIAN. SHAREHOLDER INFORMATION CAN BE-RETRIEVED FROM THE MATERIAL URL THAT IS PROVIDED WITH THIS BALLOT. PLEASE-CONTACT YOUR INSTITUTION CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NAME OF-THE SUB-CUSTODIAN THAT THIS FORM SHOULD BE MAILED. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THERE ARE ADDITIONAL DOCUMENTATION REQUIREMENTS ASSOCIATED-WITH THIS MEETING: DOCUMENTATION CONFIRMING THE QUALITY OF THE SIGNER AS-LEGAL REPRESENTATIVE MUST BE DELIVERED DIRECTLY TO THE COMPANY NO LATER THAN-THE DEADLINE AS STATED ON THE COMPANIES MEETING NOTICE. | | Non-Voting | | | | | | |
| | | | | |
1 | | CONSOLIDATED BOARD OF DIRECTORS REPORT ON THE ACTIVITY PERFORMED IN 2019 | | Management | | No Action | | | | |
| | | | | |
2 | | REPORT OF THE INDEPENDENT AUDITOR ERNST YOUNG ASSURANCE SERVICE S.R.L. ON THE ANNUAL INDIVIDUAL FINANCIAL STATEMENTS OF S.N.G.N. ROMGAZ S.A. FOR THE YEAR ENDED ON DECEMBER 31, 2019 | | Management | | No Action | | | | |
| | | | | |
3 | | REPORT OF THE INDEPENDENT AUDITOR ERNST YOUNG ASSURANCE SERVICE S.R.L. ON THE CONSOLIDATED FINANCIAL STATEMENTS OF S.N.G.N. ROMGAZ S.A. GROUP FOR THE YEAR ENDED ON DECEMBER 31, 2019 | | Management | | No Action | | | | |
| | | | | |
4 | | APPROVE THE ANNUAL INDIVIDUAL FINANCIAL STATEMENTS OF S.N.G.N. ROMGAZ S.A. FOR THE YEAR ENDED ON DECEMBER 31, 2019 PREPARED IN COMPLIANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) ADOPTED BY THE EUROPEAN UNION AND THE ORDER OF THE MINISTRY FOR PUBLIC FINANCES NO. 2844/2016 | | Management | | No Action | | | | |
| | | | | |
5 | | APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS OF S.N.G.N. ROMGAZ S.A. GROUP FOR THE YEAR ENDED ON DECEMBER 31, 2019 PREPARED IN COMPLIANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) ADOPTED BY THE EUROPEAN UNION AND THE ORDER OF THE MINISTRY FOR PUBLIC FINANCES NO. 2844/2016 | | Management | | No Action | | | | |
| | | | | |
6 | | APPROVE THE NET PROFIT DISTRIBUTION FOR 2019 | | Management | | No Action | | | | |
| | | | | |
7 | | APPROVE THE GROSS DIVIDEND PER SHARE DISTRIBUTED FROM THE NET PROFIT ACHIEVED IN 2019 | | Management | | No Action | | | | |
| | | | | |
8 | | APPROVE THE ALLOCATION OF SOME AMOUNTS FROM RETAINED EARNINGS | | Management | | No Action | | | | |
| | | | | |
9 | | APPROVE THE GROSS DIVIDEND PER SHARE DISTRIBUTED FROM RETAINED EARNINGS | | Management | | No Action | | | | |
| | | | | |
10 | | APPROVE THE TOTAL GROSS DIVIDEND PER SHARE DISTRIBUTED FROM THE 2019 NET PROFIT AND RETAINED EARNINGS | | Management | | No Action | | | | |
| | | | | |
11 | | ESTABLISH JULY 24, 2020 AS PAYMENT DAY, FOR PAYMENT OF DIVIDENDS DUE TO SHAREHOLDERS | | Management | | No Action | | | | |
| | | | | |
12 | | APPROVE THE EMPLOYEES PARTICIPATION TO PROFIT, IN ACCORDANCE WITH THE PROVISIONS OF GOVERNMENT ORDINANCE NO. 64/2001 | | Management | | No Action | | | | |
| | | | | |
13 | | ANNUAL REPORT OF THE NOMINATION AND REMUNERATION COMMITTEE ON REMUNERATION AND OTHER BENEFITS GRANTED TO DIRECTORS AND MANAGERS DURING THE FINANCIAL YEAR 2019 | | Management | | No Action | | | | |
| | | | | |
14 | | APPROVE THE BUDGETARY DISCHARGE OF THE BOD MEMBERS FOR FINANCIAL YEAR 2019 | | Management | | No Action | | | | |
| | | | | |
15 | | APPROVING THE MAXIMUM LIMIT FOR THE INSURED AMOUNT RELATED TO THE PROFESSIONAL LIABILITY INSURANCE POLICY OF THE BOARD OF DIRECTORS MEMBERS | | Management | | No Action | | | | |
| | | | | |
16 | | ESTABLISH JULY 3, 2020 AS THE RECORD DATE, NAMELY THE DATE FOR IDENTIFYING THE SHAREHOLDERS THAT BENEFIT FROM DIVIDENDS OR OTHER RIGHTS AND WHO ARE AFFECTED BY RESOLUTION OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS | | Management | | No Action | | | | |
| | | | | |
17 | | ESTABLISH JULY 2, 2020 AS EX-DATE REPRESENTING THE DATE FALLING ONE SETTLEMENT CYCLE MINUS ONE BUSINESS DAY BEFORE THE RECORD DATE, AS OF WHICH THE FINANCIAL INSTRUMENTS PROVIDED UNDER THE CORPORATE BODIES RESOLUTIONS ARE TRADED WITHOUT THE RIGHTS RESULTING FROM SUCH RESOLUTION | | Management | | No Action | | | | |
| | | | | |
18 | | AUTHORISE THE CHAIRMAN AND THE SECRETARY OF THE MEETING TO SIGN THE RESOLUTION OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 23 APR 2020. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 25 MAR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF-COMMENT & RECEIPT OF POA. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO-NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK-YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A | | Report of the Chief Executive Officer, in accordance with Article 172 of the General Corporations Law and of Article 44, subsection XI, of the Securities Market Law (“Ley del Mercado de Valores”), accompanied by the independent auditor’s report, in connection with the operations and results for the fiscal year ended December 31, 2019, as well as of the Board of Directors’ opinion of the content of such report. | | Management | | For | | | | |
| | | | | |
1B | | Report of the Board of Directors in accordance with Article 172, subsection b, of the General Corporations Law, which contains the main policies, as well as the accounting and reporting criteria followed in the preparation of the financial information of the Company. | | Management | | For | | | | |
| | | | | |
1C | | Report of the activities and operations in which the Board of Directors intervened, in accordance with Article 28 IV (e) of the Securities Market Law. | | Management | | For | | | | |
| | | | | |
1D | | Individual and consolidated financial statements of the Company for the fiscal year ended December 31, 2019. | | Management | | For | | | | |
| | | | | |
1E | | Annual report on the activities carried out by the Audit Committee of the Company in accordance with Article 43 of the Securities Market Law and report on the Company’s subsidiaries. | | Management | | For | | | | |
| | | | | |
1F | | Report on compliance with the tax obligations of the Company for the fiscal year ended December 31, 2018, in accordance with Article 76, section XIX of the Income Tax Law (“Ley del Impuesto sobre la Renta”). | | Management | | For | | | | |
| | | | | |
2A | | Proposal for increase of the legal reserve by Ps. 274,126,438.75 | | Management | | For | | | | |
| | | | | |
2B | | Proposal by the Board of Directors to pay an ordinary net dividend in cash from accumulated retained earnings in the amount of $8.21 (eight pesos and twenty-one cents, Mexican legal tender) for each of the ordinary “B” and “BB” Series shares. | | Management | | For | | | | |
| | | | | |
2C | | Proposal and, if applicable, approval of the amount of Ps. 2,745,402,336.25 as the maximum amount that may be used by the Company to repurchase its shares in 2020 pursuant to Article 56 of the Securities Market Law; proposal and, if applicable, approval of the provisions and policies regarding the repurchase of Company shares. | | Management | | For | | | | |
| | | | | |
3A | | Administration by the Board of Directors and the Chief Executive Officer for the fiscal year of 2019. | | Management | | For | | | | |
| | | | | |
3BA | | Appointment to the Board of Director: Fernando Chico Pardo (President) | | Management | | Against | | | | |
| | | | | |
3BB | | Appointment to the Board of Director: José Antonio Pérez Antón | | Management | | Against | | | | |
| | | | | |
3BC | | Appointment to the Board of Director: Luis Chico Pardo | | Management | | For | | | | |
| | | | | |
3BD | | Appointment to the Board of Director: Aurelio Pérez Alonso | | Management | | For | | | | |
| | | | | |
3BE | | Appointment to the Board of Director: Rasmus Christiansen | | Management | | For | | | | |
| | | | | |
3BF | | Appointment to the Board of Director: Francisco Garza Zambrano | | Management | | For | | | | |
| | | | | |
3BG | | Appointment to the Board of Director: Ricardo Guajardo Touché | | Management | | For | | | | |
| | | | | |
3BH | | Appointment to the Board of Director: Guillermo Ortiz Martínez | | Management | | For | | | | |
| | | | | |
3BI | | Appointment to the Board of Director: Bárbara Garza Lagüera Gonda | | Management | | For | | | | |
| | | | | |
3BJ | | Appointment to the Board of Director: Rafael Robles Miaja (Secretary) | | Management | | For | | | | |
| | | | | |
3BK | | Appointment to the Board of Director: Ana María Poblanno Chanona (Deputy Secretary) | | Management | | For | | | | |
| | | | | |
3C1 | | Appointment or ratification, as applicable, of the Chairperson of the Audit Committee: Ricardo Guajardo Touché | | Management | | For | | | | |
| | | | | |
3D1 | | Appointment of the Nomination and Compensation Committee: Fernando Chico Pardo (President) | | Management | | Against | | | | |
| | | | | |
3D2 | | Appointment of the Nomination and Compensation Committee: José Antonio Pérez Antón | | Management | | Against | | | | |
| | | | | |
3D3 | | Appointment of the Nomination and Compensation Committee: Bárbara Garza Lagüera Gonda | | Management | | For | | | | |
| | | | | |
3E1 | | Determination of corresponding compensations: Board of Directors: Ps. 72,600.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
3E2 | | Determination of corresponding compensations: Operations Committee: Ps. 72,600.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
3E3 | | Determination of corresponding compensations: Nominations & Compensations Committee: Ps. 72,600.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
3E4 | | Determination of corresponding compensations: Audit Committee: Ps. 102,850.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
3E5 | | Determination of corresponding compensations: Acquisitions & Contracts Committee: Ps. 24,200.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
4A | | Appointment of delegates in order to enact the resolutions adopted at the Meeting and, if applicable, to formalize such resolutions: Claudio R. Góngora Morales | | Management | | For | | | | |
| | | | | |
4B | | Appointment of delegates in order to enact the resolutions adopted at the Meeting and, if applicable, to formalize such resolutions: Rafael Robles Miaja | | Management | | For | | | | |
| | | | | |
4C | | Appointment of delegates in order to enact the resolutions adopted at the Meeting and, if applicable, to formalize such resolutions: Ana María Poblanno Chanona | | Management | | For | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1.A | | APPROVE CEOS REPORT ON FINANCIAL STATEMENTS AND STATUTORY REPORTS | | Management | | For | | For | | |
| | | | | |
1.B | | APPROVE BOARDS REPORT ON POLICIES AND ACCOUNTING INFORMATION AND CRITERIA FOLLOWED IN PREPARATION OF FINANCIAL INFORMATION | | Management | | For | | For | | |
| | | | | |
1.C | | APPROVE BOARDS REPORT ON OPERATIONS AND ACTIVITIES UNDERTAKEN BY BOARD | | Management | | For | | For | | |
| | | | | |
1.D | | APPROVE REPORT ON ACTIVITIES OF AUDIT AND CORPORATE PRACTICES COMMITTEE | | Management | | For | | For | | |
| | | | | |
1.E | | APPROVE ALL OPERATIONS CARRIED OUT BY COMPANY AND RATIFY ACTIONS CARRIED OUT BY BOARD, CEO AND AUDIT AND CORPORATE PRACTICES COMMITTEE | | Management | | For | | For | | |
| | | | | |
2 | | APPROVE ALLOCATION OF INCOME | | Management | | For | | For | | |
| | | | | |
3 | | RECEIVE AUDITORS REPORT ON TAX POSITION OF COMPANY | | Management | | For | | For | | |
| | | | | |
4.A.1 | | ELECT CARLOS HANK GONZALEZ AS BOARD CHAIRMAN | | Management | | For | | For | | |
| | | | | |
4.A.2 | | ELECT JUAN ANTONIO GONZALEZ MORENO AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.3 | | ELECT DAVID JUAN VILLARREAL MONTEMAYOR AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.4 | | ELECT JOSE MARCOS RAMIREZ MIGUEL AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.5 | | ELECT CARLOS DE LA ISLA CORRY AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.6 | | ELECT EVERARDO ELIZONDO ALMAGUER AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.7 | | ELECT CARMEN PATRICIA ARMENDARIZ GUERRA AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.8 | | ELECT HECTOR FEDERICO REYES RETANAY DAHL AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.9 | | ELECT ALFREDO ELIAS AYUB AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A10 | | ELECT ADRIAN SADA CUEVA AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A11 | | ELECT DAVID PENALOZA ALANIS AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A12 | | ELECT JOSE ANTONIO CHEDRAUI EGUIA AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A13 | | ELECT ALFONSO DE ANGOITIA NORIEGA AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A14 | | ELECT THOMAS STANLEY HEATHER RODRIGUEZ AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A15 | | ELECT GRACIELA GONZALEZ MORENO AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A16 | | ELECT JUAN ANTONIO GONZALEZ MARCOS AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A17 | | ELECT ALBERTO HALABE HAMUI AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A18 | | ELECT GERARDO SALAZAR VIEZCA AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A19 | | ELECT ALBERTO PEREZ JACOME FRISCIONE AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A20 | | ELECT DIEGO MARTINEZ RUEDA CHAPITAL AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A21 | | ELECT ROBERTO KELLEHER VALES AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A22 | | ELECT CLEMENTE ISMAEL REYES RETANA VALDES AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A23 | | ELECT ISAAC BECKER KABACNIK AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A24 | | ELECT JOSE MARIA GARZA TREVINO AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A25 | | ELECT CARLOS CESARMAN KOLTENIUK AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A26 | | ELECT HUMBERTO TAFOLLA NUNEZ AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A27 | | ELECT GUADALUPE PHILLIPS MARGAIN AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A28 | | ELECT RICARDO MALDONADO YANEZ AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.B | | ELECT HECTOR AVILA FLORES, NON MEMBER, AS BOARD SECRETARY | | Management | | For | | For | | |
| | | | | |
4.C | | APPROVE DIRECTORS LIABILITY AND INDEMNIFICATION | | Management | | For | | For | | |
| | | | | |
5 | | APPROVE REMUNERATION OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
6 | | ELECT HECTOR FEDERICO REYES RETANAY DAHL AS CHAIRMAN OF AUDIT AND CORPORATE PRACTICES COMMITTEE | | Management | | For | | For | | |
| | | | | |
7.1 | | APPROVE REPORT ON SHARE REPURCHASE | | Management | | For | | For | | |
| | | | | |
7.2 | | SET AGGREGATE NOMINAL AMOUNT OF SHARE REPURCHASE RESERVE | | Management | | For | | For | | |
| | | | | |
8 | | APPROVE CERTIFICATION OF THE COMPANY’S BYLAWS | | Management | | For | | For | | |
| | | | | |
9 | | AUTHORIZE BOARD TO RATIFY AND EXECUTE APPROVED RESOLUTIONS | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1 | | To analyze and approve the management accounts, with examination, discussion and voting on the financial statements related to the fiscal year ended December 31, 2019. | | Management | | For | | For | | |
| | | | | |
2 | | To decide on the allocation of the net profits for the fiscal year ended December 31, 2019 and ratification of the payment of interest on own capital related to the fiscal year ended December 31, 2019, approved by the Board of Directors at the meeting held on December 2, 2019. | | Management | | For | | For | | |
| | | | | |
3 | | To define the number of members of the Board of Directors. To approve the Board of Directors to be composed of 11 effective members and 2 alternates, for a 3-year term, which will end at the Ordinary Shareholder’s Meeting to be held in 2023, pursuant to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
4A | | Election of the Board of Directors by a single slate: Controller Slate - Board of Directors: Victorio Carlos De Marchi, Carlos Alves de Brito, Milton Seligman, José Heitor Attilio Gracioso, Vicente Falconi Campos, Luis Felipe Pedreira Dutra Leite, Roberto Moses Thompson Motta, Nelson José Jamel, Cecília Sicupira, Antonio Carlos Augusto Ribeiro Bonchristiano, Marcos de Barros Lisboa, Carlos Eduardo Klutzenschell Lisboa (Alternate), Michel Dimitrios Doukeris (Alternate) | | Management | | For | | For | | |
| | | | | |
4B | | If one of the candidates who make up the chosen slate fails to join it, can your votes continue to be cast on the chosen slate? | | Management | | For | | For | | |
| | | | | |
4C | | In case the multiple vote election process be adopted, should your votes be distributed in equal percentages among the members of the slate you chose? | | Management | | For | | For | | |
| | | | |
5A1 | | Election of the fiscal council. To elect the effective and alternate members of the Fiscal Council for a term in office of one (1) year, which shall end on the Ordinary General Meeting to be held in 2021: Controller Slate - Fiscal Council: José Ronaldo Vilela Rezende, Elidie Palma Bifano, Emanuel Sotelino Schifferle (Alternate), Eduardo Rogatto Luque (Alternate). PLEASE VOTE IN ONLY ONE OPTION: 5a OR 5b | | Management | | Abstain | | |
| | | | |
5A2 | | If one of the candidates that are part of the slate fails to integrate it to accommodate the separate election, your votes may still be given to the chosen slate? PLEASE VOTE IN ONLY ONE OPTION: 5a OR 5b | | Management | | Abstain | | |
| | | | |
5B | | Separate Election of the fiscal council - Candidates nominated by minority shareholders: Vinicius Balbino Bouhid, Carlos Tersandro Fonseca Adeodato (Alternate). PLEASE VOTE IN ONLY ONE OPTION: 5a OR 5b | | Management | | Against | | |
| | | | | |
6 | | To determine managers’ overall compensation for the year of 2020, in the annual amount of up to R$ 111,079,130.00, including expenses related to the recognition of the fair amount of (x) the stock options that the Company intends to grant in the fiscal year, and (y) the compensation based on shares that the Company intends to execute in the fiscal year. | | Management | | For | | For | | |
| | | | | |
7 | | To determine the overall compensation of the Fiscal Council’s members for the year of 2020, in the annual amount of up to R$ 2,162,700.00, with alternate members’ compensation corresponding to half of the amount received by the effective members, in accordance with the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E1 | | To approve the amendment to the heading of article 5 of the Company’s bylaws, in order to reflect the capital increases approved by the Board of Directors, within the authorized capital limit until the date of the Shareholders’ Meeting, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E2 | | To approve the amendment to article 8 of the Company’s bylaws, to make express reference to other possibilities of using the authorized capital limit by the Board of Directors as set forth in Law No 6,404/76, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E3 | | To approve the amendment to articles 11, 15, 16, 17, 18 and 19, of the Company’s bylaws, related to the composition of the Board of Directors, to (i) provide for the possibility of having a single Chairman of the Board of Directors, alternatively to the current Co-Chairmen model; (ii) increase the minimum number of members that can compose the Board of Directors from 3 to 5; and (iii) provide the Board of Directors will be composed, in its majority, by external members, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E4 | | To approve the amendment to article 21 of the Company’s bylaws, to adjust the competence of the Board of Directors, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E5 | | To approve the amendment to articles 22 to 34 of the Company’s bylaws, including the new articles 25 and 34 and renumbering the other articles, to restructure the composition of the Board of Executive Officers of the Company, set the duties of the new positions and change the name of the positions already existent, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E6 | | In view of the proposed amendments to the bylaws described above, to approve the consolidation of the Company’s bylaws, in order to reflect the adjustments arising from such changes, renumbering and wording corrections, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E7 | | To approve the amendment to the current Share-Based Compensation Plan, to increase the global volume of shares representing the Company’s share capital that may be delivered to the participants in such plan from 0.3% to 3%. | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET (DEPENDANT UPON THE AVAILABILITY AND USAGE OF THE- REMOTE VOTING PLATFORM). ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE- REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
1 | | TO RECEIVE THE ADMINISTRATORS ACCOUNTS, TO EXAMINE, DISCUSS AND VOTE ON THE ADMINISTRATIONS REPORT, THE FINANCIAL STATEMENTS AND THE ACCOUNTING STATEMENTS ACCOMPANIED BY THE INDEPENDENT AUDITORS REPORT REGARDING THE FISCAL YEAR ENDED ON DECEMBER 31, 2019 | | Management | | No Action | | | | |
| | | | | |
2 | | APPROVAL ON THE DESTINATION OF THE NET EARNINGS OF THE FISCAL YEAR AND THE CAPITAL BUDGET FOR 2020 AS PROPOSED BY THE BOARD OF DIRECTORS, AS WELL AS, RATIFY THE DIVIDEND AND INTEREST ON STOCKHOLDERS EQUITY, AS PREVIOUSLY ANNOUNCED BY THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
3 | | CHARACTERIZATION OF THE INDEPENDENCE CONDITION OF THE CANDIDATE FOR THE BOARD OF DIRECTORS, MR. DAN IOSCHPE | | Management | | No Action | | | | |
| | | | | |
4 | | CHARACTERIZATION OF THE INDEPENDENCE CONDITION OF THE CANDIDATE FOR THE BOARD OF DIRECTORS, MR. MIGUEL NORMANDO ABDALLA SAAD | | Management | | No Action | | | | |
| | | | | |
5 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: REQUEST FOR A SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS BY MINORITY SHAREHOLDERS HOLDING VOTING SHARES. DO YOU WISH TO REQUEST THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS, UNDER THE TERMS OF ARTICLE 141, 4, I OF LAW 6,404 OF 1976 | | Shareholder | | No Action | | | | |
| | | | | |
6 | | DO YOU WISH TO REQUEST THE ADOPTION OF THE CUMULATIVE VOTING PROCESS FOR THE ELECTION OF THE BOARD OF DIRECTORS, UNDER THE TERMS OF ARTICLE 141 OF LAW 6,404 OF 1976 | | Management | | No Action | | | | |
| | | | | |
7 | | APPOINTMENT OF CANDIDATES TO THE BOARD OF DIRECTORS BY SINGLE SLATE. THE VOTES INDICATED IN THIS FIELD WILL BE DISREGARDED IN THE EVENT THE SHAREHOLDER WHO OWNS SHARES WITH VOTING RIGHTS ALSO FILLS OUT THE FIELDS PRESENT IN THE SEPARATE ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS AND THE SEPARATE ELECTION THAT IS DEALT WITH IN THESE FIELDS OCCURS. DAN IOSCHPE DECIO DA SILVA MARTIN WERNINGHAUS MIGUEL NORMANDO ABDALLA SAAD NILDEMAR SECCHES SERGIO LUIZ SILVA SCHWARTZ SIEGFRIED KREUTZFELD | | Management | | No Action | | | | |
| | | | | |
8 | | IN THE EVENT THAT ONE OF THE CANDIDATES WHO IS ON THE SLATE CHOSEN CEASES TO BE PART OF THAT SLATE, CAN THE VOTES CORRESPONDING TO YOUR SHARES CONTINUE TO BE CONFERRED ON THE CHOSEN SLATE | | Management | | No Action | | | | |
| | | | | |
CMMT | | FOR THE PROPOSAL 9 REGARDING THE ADOPTION OF CUMULATIVE VOTING, PLEASE BE-ADVISED THAT YOU CAN ONLY VOTE FOR OR ABSTAIN. AN AGAINST VOTE ON THIS-PROPOSAL REQUIRES PERCENTAGES TO BE ALLOCATED AMONGST THE DIRECTORS IN-PROPOSAL 10.1 TO 10.7. IN THIS CASE PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE IN ORDER TO ALLOCATE PERCENTAGES AMONGST THE DIRECTORS | | Non-Voting | | | | | | |
| | | | | |
9 | | IN THE EVENT OF THE ADOPTION OF THE CUMULATIVE VOTING PROCESS, SHOULD THE VOTES CORRESPONDING TO YOUR SHARES BE DISTRIBUTED IN EQUAL PERCENTAGES ACROSS THE MEMBERS OF THE SLATE THAT YOU HAVE CHOSEN. PLEASE NOTE THAT IF INVESTOR CHOOSES FOR, THE PERCENTAGES DO NOT NEED TO BE PROVIDED, IF INVESTOR CHOOSES AGAINST, IT IS MANDATORY TO INFORM THE PERCENTAGES ACCORDING TO WHICH THE VOTES SHOULD BE DISTRIBUTED, OTHERWISE THE ENTIRE VOTE WILL BE REJECTED DUE TO LACK OF INFORMATION, IF INVESTOR CHOOSES ABSTAIN, THE PERCENTAGES DO NOT NEED TO BE PROVIDED, HOWEVER IN CASE CUMULATIVE VOTING IS ADOPTED THE INVESTOR WILL NOT PARTICIPATE ON THIS MATTER OF THE MEETING | | Management | | No Action | | | | |
| | | | | |
10.1 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. DAN IOSCHPE | | Management | | No Action | | | | |
| | | | | |
10.2 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. DECIO DA SILVA | | Management | | No Action | | | | |
| | | | | |
10.3 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. MARTIN WERNINGHAUS | | Management | | No Action | | | | |
| | | | | |
10.4 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. MIGUEL NORMANDO ABDALLA SAAD | | Management | | No Action | | | | |
| | | | | |
10.5 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. NILDEMAR SECCHES | | Management | | No Action | | | | |
| | | | | |
10.6 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. SERGIO LUIZ SILVA SCHWARTZ | | Management | | No Action | | | | |
| | | | | |
10.7 | | VISUALIZATION OF ALL THE CANDIDATES THAT COMPOSE THE SLATE TO INDICATE THE PERCENTAGE OF THE VOTES TO BE ATTRIBUTED. SIEGFRIED KREUTZFELD | | Management | | No Action | | | | |
| | | | | |
11 | | ESTABLISHMENT OF THE ANNUAL REMUNERATION OF THE MANAGERS | | Management | | No Action | | | | |
| | | | | |
12 | | APPOINTMENT OF CANDIDATES TO THE FISCAL COUNCIL BY SINGLE SLATE. INDICATION OF ALL THE NAMES THAT MAKE UPTHE SLATE. ALIDOR LUEDERS, PRINCIPAL. ILARIO BRUCH, SUBSTITUTE. VANDERLEI DOMINGUEZ DA ROSA, PRINCIPAL. PAULO ROBERTO FRANCESCHI, SUBSTITUTE | | Management | | No Action | | | | |
| | | | | |
13 | | IF ONE OF THE CANDIDATES WHO IS PART OF THE SLATE CEASES TO BE PART OF IT IN ORDER TO ACCOMMODATE THE SEPARATE ELECTION THAT IS DEALT WITH IN ARTICLE 161, 4 AND ARTICLE 240 OF LAW 6,404 OF 1976, CAN THE VOTES CORRESPONDING TO YOUR SHARES CONTINUE TO BE CONFERRED ON THE CHOSEN SLATE | | Management | | No Action | | | | |
| | | | | |
14 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: SEPARATE ELECTION OF A MEMBER OF THE FISCAL COUNCIL BY MINORITY SHAREHOLDERS HOLDING SHARES OF VOTING RIGHTS. THE SHAREHOLDER MUST COMPLETE THIS FIELD SHOULD HE HAVE LEFT THE GENERAL ELECTION FIELD BLANK. ADELINO DIAS PINHO, PRINCIPAL. JOSE LUIZ RIBEIRO DE CARVALHO, SUBSTITUTE | | Shareholder | | No Action | | | | |
| | | | | |
15 | | TO ESTABLISH THE AGGREGATE COMPENSATION OF THE FISCAL COUNCIL MEMBERS | | Management | | No Action | | | | |
| | | | | |
16 | | APPROVE THE NEWSPAPERS USED FOR THE LEGAL ANNOUNCEMENTS AND DISCLOSURES | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE-NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN-ARE ALLOWED. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 27 MAR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT-OF RESOLUTIONS 5 & 14. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT-VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
CMMT | | IF YOU WISH YOU TO VOTE IN THIS GENERAL ASSEMBLY, YOU MUST RETURN YOUR- INSTRUCTIONS BY THE INDICATED CUTOFF DATE; ADDITIONALLY, IN ORDER TO PROCESS-YOUR VOTING INSTRUCTIONS, PLEASE ALSO NOTE THAT THE COMPANY SPECIFIC POWER OF-ATTORNEY MUST BE SIGNED AND SENT IN ORIGINAL (BANK REPLY DEADLINE-2) TO THE-APPROPRIATE SUB CUSTODIAN. SHAREHOLDER INFORMATION CAN BE RETRIEVED FROM THE-MATERIAL URL THAT IS PROVIDED WITH THIS BALLOT. PLEASE CONTACT YOUR-INSTITUTION CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NAME OF THE-SUB-CUSTODIAN THAT THIS FORM SHOULD BE MAILED. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THERE ARE ADDITIONAL DOCUMENTATION REQUIREMENTS ASSOCIATED-WITH THIS MEETING: DOCUMENTATION CONFIRMING THE QUALITY OF THE SIGNER AS-LEGAL REPRESENTATIVE MUST BE DELIVERED DIRECTLY TO THE COMPANY NO LATER THAN-THE DEADLINE AS STATED ON THE COMPANIES MEETING NOTICE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 379315 DUE TO RECEIPT OF-UPDATED AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE-DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE-REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE-EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND-YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE-ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS-SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 30 APR 2020. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
I | | ELECTION OF THE MEETING SECRETARIES AND TECHNICAL SECRETARIES, WITH THE FOLLOWING PROPOSALS: MEETING SECRETARIES - IOANA OLANESCU, GABRIEL GOGA; TECHNICAL SECRETARIES - FLAVIA VANDOR, IOAN SUMANDEA-SIMIONESCU | | Management | | No Action | | | | |
| | | | | |
II | | APPROVAL OF THE ANNUAL STATUTORY IFRS FINANCIAL STATEMENTS FOR THE 2019 FINANCIAL YEAR, IN COMPLIANCE WITH NBR’S ORDER NO. 27/2010, AS SUBSEQUENTLY AMENDED, TOGETHER WITH THE REPORT OF THE BOARD OF DIRECTORS AND THE REPORT OF THE INDEPENDENT AUDITOR | | Management | | No Action | | | | |
| | | | | |
III | | APPROVAL OF THE NET PROFIT DISTRIBUTION IN THE SUM OF RON 1,620,511,500 AS FOLLOWS: ALLOCATION OF THE SUM OF RON 231,366,623 FOR LEGAL AND OTHER RESERVES, OF THE SUM OF RON 1,389,144,877 LEI FOR NET PROFIT RESERVES TO BE DISTRIBUTED, OF WHICH RON 600,000,000 WILL BE PAID AS DIVIDENDS. APPROVAL OF A GROSS DIVIDEND PER SHARE OF RON 0.1150286771 | | Management | | No Action | | | | |
| | | | | |
IV | | DISCHARGE OF DIRECTORS FOR 2019 | | Management | | No Action | | | | |
| | | | | |
V | | APPROVAL OF THE REVENUE AND EXPENDITURE BUDGET AND THE INVESTMENT PLAN FOR 2020 (BUSINESS PLAN FOR 2020) | | Management | | No Action | | | | |
| | | | | |
VI | | ESTABLISHING THE DIRECTORS’ REMUNERATION FOR 2020, INCLUDING THE MAXIMUM CAP OF ADDITIONAL REMUNERATIONS (FIXED AND VARIABLE) GRANTED TO DIRECTORS AND MANAGERS | | Management | | No Action | | | | |
| | | | | |
VII | | THE APPROVAL OF A FINANCIAL AUDITOR FOR THE BANK WHO WILL AUDIT THE FINANCIAL SITUATIONS OF THE BANK FOR THE 2020-2023 FINANCIAL EXERCISES, IN ACCORDANCE WITH THE IFRS STANDARDS, AS STATED IN THE N.B.R. ORDER NO. 27/2010 | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT ALTHOUGH THERE ARE 2 OPTIONS TO BE SELECTED, THERE IS ONLY 1-OPTION AVAILABLE TO BE SELECTED AT THE MEETING. THE STANDING INSTRUCTIONS FOR-THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO VOTE-FOR, AGAINST OR ABSTAIN ON ONLY 1 OF THE 2 OPTIONS AND TO SELECT ‘CLEAR’ FOR-THE OTHERS. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
VIIIA | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: APPROVAL OF THE DATE OF OCTOBER 5TH, 2020 AS THE REGISTRATION DATE AND OF THE EX-DATE-OCTOBER 2ND, 2020, FOR THE IDENTIFICATION OF THE SHAREHOLDERS WHO WILL BENEFIT FROM THE RESULTS OF THE ORDINARY GMS AND TO WHOM THE EFFECTS OF THE ORDINARY GMS DECISIONS ARE APPLICABLE, INCLUDING BUT NOT LIMITED TO THE IDENTIFICATION OF THE SHAREHOLDERS WHO WILL BENEFIT FROM DIVIDENDS | | Shareholder | | No Action | | | | |
| | | | | |
VIIIB | | APPROVAL OF THE DATE OF JUNE 9TH, 2020 AS THE REGISTRATION DATE AND OF THE EX-DATE-JUNE 5TH, 2020, FOR THE IDENTIFICATION OF THE SHAREHOLDERS WHO WILL BENEFIT FROM THE RESULTS OF THE ORDINARY GMS AND TO WHOM THE EFFECTS OF THE ORDINARY GMS DECISIONS ARE APPLICABLE, INCLUDING BUT NOT LIMITED TO THE IDENTIFICATION OF THE SHAREHOLDERS WHO WILL BENEFIT FROM DIVIDENDS | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT ALTHOUGH THERE ARE 2 OPTIONS TO INDICATE A PREFERENCE ON-THIS RESOLUTION, ONLY ONE CAN BE SELECTED. THE STANDING INSTRUCTIONS FOR THIS-MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO VOTE FOR-ONLY 1 OF THE 2 OPTIONS BELOW, YOUR OTHER VOTES MUST BE EITHER AGAINST OR-ABSTAIN THANK YOU | | Non-Voting | | | | | | |
| | | | | |
IX.A | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: APPROVAL OF THE DATE OF OCTOBER 16TH, 2020 AS THE PAYMENT DATE FOR DIVIDEND DISTRIBUTION | | Shareholder | | No Action | | | | |
| | | | | |
IX.B | | APPROVAL OF THE DATE OF JUNE 22TH, 2020 AS THE PAYMENT DATE FOR DIVIDEND DISTRIBUTION | | Management | | No Action | | | | |
| | | | | |
X | | APPROVAL OF THE MANDATES FOR THE BOARD OF DIRECTORS AND FOR ITS INDIVIDUAL MEMBERS TO CARRY OUT THE DECISIONS ADOPTED BY THE ORDINARY GENERAL MEETING OF SHAREHOLDERS | | Management | | No Action | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
CMMT | | A MEETING SPECIFIC POWER OF ATTORNEY (POA) SIGNED BY THE BENEFICIAL OWNER MAY-BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS-MARKET. SOME SUBCUSTODIANS REQUIRE THE POA TO BE COMPLETED BY THE BENEFICIAL-OWNERS IN ORDER TO PROCESS VOTING INSTRUCTIONS. IF A POA IS REQUIRED THE-FOLLOWING RULES APPLY: IF THE ENGLISH VERSION OF THE POA IS SUBMITTED, THE-POA MUST BE NOTARIZED, APOSTILLIZED AND FURTHER TRANSLATED INTO ROMANIAN. IF-ROMANIAN VERSION OF THE POA IS SUBMITTED, NOTARIZATION IS SUFFICIENT. THE POA-MUST BE FORWARDED TO THE APPROPRIATE SUBCUSTODIAN FOR PROCESSING. ABSENCE OF-A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. PLEASE CONTACT YOUR CLIENT- SERVICE REPRESENTATIVE FOR ASSISTANCE IN SUBMITTING THE REQUIRED DOCUMENTS | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THERE ARE ADDITIONAL DOCUMENTATION REQUIREMENTS ASSOCIATED-WITH THIS MEETING: DOCUMENTATION CONFIRMING THE QUALITY OF THE SIGNER AS- LEGAL REPRESENTATIVE MUST BE DELIVERED DIRECTLY TO THE COMPANY NO LATER THAN-THE DEADLINE AS STATED ON THE COMPANIES MEETING NOTICE. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 382249 DUE TO RECEIPT OF-UPDATED AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE-DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE-REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE-EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND-YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE-ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS-SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 30 APR 2020. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
I | | ELECTION OF THE MEETING SECRETARIES AND TECHNICAL SECRETARIES, WITH THE FOLLOWING PROPOSALS: MEETING SECRETARIES - IOANA OLANESCU, GABRIEL GOGA; TECHNICAL SECRETARIES - FLAVIA VANDOR, IOAN SUMANDEA- SIMIONESCU | | Management | | No Action | | | | |
| | | | | |
II | | INCREASE OF THE SHARE CAPITAL WITH THE AMOUNT OF RON 521.609.059 BY ISSUING 521.609.059 NEW SHARES, AT A NOMINAL VALUE OF RON 1/SHARE AS WELL ESTABLISHING A PRICE OF RON 0 (ZERO) TO COMPENSATE FOR THE FRACTIONS OF SHARES RESULTING FROM APPLYING THE ALGORITHM AND ROUNDING THE RESULTS, ACCORDING TO THE LEGAL PROVISIONS IN FORCE AND ALSO GRANTING A MANDATE TO THE BOARD OF DIRECTORS IN ORDER TO ESTABLISH A PRICE HIGHER THAN THE APPROVED ONE (IF APPLICABLE). THE INCREASE IN THE SHARE CAPITAL WILL BE CARRIED OUT THROUGH THE CAPITALIZATION OF RESERVES FROM THE NET PROFIT OF THE YEAR 2019, IN AMOUNT OF RON 521.609.059, BY ISSUING A NUMBER OF 521.609.059 SHARES, WITH A NOMINAL VALUE OF RON 1/SHARE IN THE BENEFIT OF THE SHAREHOLDERS REGISTERED WITH THE SHAREHOLDING REGISTER HELD BY THE CENTRAL DEPOSITORY AT THE REGISTRATION DATE THAT WILL BE ESTABLISHED BY THE GSM | | Management | | No Action | | | | |
| | | | | |
III | | APPROVAL OF THE SHARE BUYBACK BY THE BANK, IN ACCORDANCE WITH THE APPLICABLE LEGAL PROVISIONS, UNDER THE FOLLOWING TERMS AND CONDITIONS: UP TO 35.000.000 SHARES (0.67% OF THE TOTAL SHARES INCLUDED IN THE SHARE CAPITAL) WITH A NOMINAL VALUE OF RON 1/SHARE AT A MINIMUM PRICE EQUAL TO THE MARKET PRICE ON BSE AT THE MOMENT OF THE BUYBACK AND A MAXIMUM PRICE OF RON 4 FOR A PERIOD OF MAXIMUM 18 MONTHS AS OF THE PUBLISHING DATE OF THE EGMS RESOLUTION IN THE OFFICIAL GAZETTE OF ROMANIA, PART IV, PART OF A STOCK OPTION PLAN WITH THE PURPOSE OF IMPLEMENTING A REMUNERATION PROGRAM AND A PERSONNEL INCENTIVE PROGRAM FOR A PERIOD OF AT LEAST 3 YEARS AS WELL AS THE PAYMENT OF FIXED REMUNERATION, AND THE GRANTING OF A MANDATE FOR THE BOARD OF DIRECTORS FOR THE ENFORCEMENT OF THIS RESOLUTION | | Management | | No Action | | | | |
| | | | | |
IV | | INFORMATION REGARDING THE PURCHASE OF A SHAREHOLDING IN OCN MICROINVEST SRL | | Management | | No Action | | | | |
| | | | | |
V | | CHANGES TO THE ARTICLES OF INCORPORATION AS FOLLOWS: CHANGES TO ART. 14 - LEADERS’ COMMITTEE, AS FOLLOWS: THE MANAGEMENT, ORGANIZATION AND COORDINATION OF THE BANK’S CURRENT BUSINESS IS ENSURED BY THE LEADERS’ (DIRECTORS) OF THE BANK (CHIEF EXECUTIVE OFFICERS AND DEPUTY CEOS), APPOINTED BY THE BOARD OF DIRECTORS, WHO TOGETHER FORM THE LEADERS COMMITTEE. THE CHIEF EXECUTIVE OFFICER AND DEPUTY CEOS WILL FORM TOGETHER THE LEADERS COMMITTEE. THE BOARD OF DIRECTORS MANDATES THE BANKS LEADERS’ TO EXERCISE JOINTLY THE POWERS OF ORGANIZATION AND MANAGEMENT OF THE BANK’S ACTIVITY. THE BANK LEADERS’ ARE VESTED WITH THE RIGHTS, OBLIGATIONS AND RESPONSIBILITIES PROVIDED IN THE RELEVANT LEGISLATION AND THE ARTICLES OF ASSOCIATION FOR THE ACTIVITIES THEY COORDINATE ACCORDING TO THE BANK’S ORGANIZATION CHART, INCLUDING THE RIGHT TO REPRESENT THE BANK IN RELATION TO THIRD PARTIES. THE LEADERS MAY, BASED ON THE RECEIVED MANDATE, DELEGATE SOME OF THEIR RESPONSIBILITIES IN A CLEAR AND TRANSPARENT WAY TO SPECIFIC COMMITTEES/OTHER STRUCTURES OR INDIVIDUALLY THE BANK’S EMPLOYEES. THE LEADERS’ COMMITTEE SHALL ADOPT DECISIONS BY CONSENSUS; IN CASE OF DISAGREEMENT, THE SUBJECT WILL BE FORWARDED TO THE BOARD OF DIRECTORS. THE BANK IS VALIDLY BOUND IN PROPERTY RELATED OPERATIONS AND CURRENT BUSINESS IN LINE WITH THE INTERNAL REGULATIONS | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT ALTHOUGH THERE ARE 2 CANDIDATES 1 TO BE ELECTED AS DIRECTOR,- THERE ARE ONLY 1 VACANCY AVAILABLE TO BE FILLED AT THE MEETING. THE STANDING-INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE- REQUIRED TO VOTE FOR, AGAINST OR ABSTAIN ON ONLY 2 OF THE 1 DIRECTORS AND TO-SELECT CLEAR FOR THE OTHERS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
VI.A | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: APPROVAL OF THE DATE OF OCTOBER 15TH, 2020 AS THE REGISTRATION DATE AND OF THE EX-DATE - OCTOBER 14TH, 2020, FOR THE IDENTIFICATION OF THE SHAREHOLDERS WHO WILL BENEFIT FROM THE RESULTS OF THE EXTRAORDINARY GMS AND TO WHOM THE EFFECTS OF THE EXTRAORDINARY GMS DECISIONS ARE APPLICABLE, INCLUDING BUT NOT LIMITED TO THE IDENTIFICATION OF THE SHAREHOLDERS WHO WILL BENEFIT FROM THE SHARES ALLOCATED FOLLOWING THE CAPITAL INCREASE | | Shareholder | | No Action | | | | |
| | | | | |
VI.B | | APPROVAL OF THE DATE OF AUGUST 7ND, 2020 AS THE REGISTRATION DATE AND OF THE EX-DATE - AUGUST 6TH, 2020, FOR THE IDENTIFICATION OF THE SHAREHOLDERS WHO WILL BENEFIT FROM THE RESULTS OF THE EXTRAORDINARY GMS AND TO WHOM THE EFFECTS OF THE EXTRAORDINARY GMS DECISIONS ARE APPLICABLE, INCLUDING BUT NOT LIMITED TO THE IDENTIFICATION OF THE SHAREHOLDERS WHO WILL BENEFIT FROM THE SHARES ALLOCATED FOLLOWING THE CAPITAL INCREASE | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT ALTHOUGH THERE ARE 2 OPTIONS TO INDICATE A PREFERENCE ON-THIS RESOLUTION, ONLY ONE CAN BE SELECTED. THE STANDING INSTRUCTIONS FOR THIS-MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO VOTE FOR-ONLY 1 OF THE 2 OPTIONS BELOW, YOUR OTHER VOTES MUST BE EITHER AGAINST OR-ABSTAIN THANK YOU | | Non-Voting | | | | | | |
| | | | | |
VII.A | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: APPROVAL OF THE DATE OF OCTOBER 16TH, 2020 AS THE PAYMENT DATE FOR DISTRIBUTION OF SHARES FOLLOWING THE SHARE CAPITAL INCREASE | | Shareholder | | No Action | | | | |
| | | | | |
VII.B | | APPROVAL OF THE DATE OF AUGUST 10TH, 2020 AS THE PAYMENT DATE FOR DISTRIBUTION OF SHARES FOLLOWING THE SHARE CAPITAL INCREASE | | Management | | No Action | | | | |
| | | | | |
VIII | | APPROVAL OF THE MANDATES FOR THE BOARD OF DIRECTORS AND INDIVIDUALLY FOR EACH OF ITS MEMBERS, IN ORDER TO CARRY OUT THE DECISIONS OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING | | Management | | No Action | | | | |
| | | | | |
CMMT | | 21 APR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT-OF RESOLUTIONS VI.A & VII.A. IF YOU HAVE ALREADY SENT IN YOUR VOTES TO MID-396965, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL-INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1 | | 2019 WORK REPORT OF THE BOARD OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
2 | | 2019 WORK REPORT OF THE SUPERVISORY COMMITTEE | | Management | | For | | For | | |
| | | | | |
3 | | 2019 ANNUAL REPORT AND ITS SUMMARY | | Management | | For | | For | | |
| | | | | |
4 | | 2019 ANNUAL ACCOUNTS | | Management | | For | | For | | |
| | | | | |
5 | | 2019 PROFIT DISTRIBUTION PLAN: THE DETAILED PROFIT DISTRIBUTION PLAN ARE AS FOLLOWS: 1) CASH DIVIDEND/10 SHARES (TAX INCLUDED):CNY3.37000000 2) BONUS ISSUE FROM PROFIT (SHARE/10 SHARES):NONE 3) BONUS ISSUE FROM CAPITAL RESERVE (SHARE/10 SHARES):4.000000 | | Management | | For | | For | | |
| | | | | |
6 | | 2020 EXTERNAL GUARANTEE QUOTA | | Management | | For | | For | | |
| | | | | |
7 | | 2020 REAPPOINTMENT OF DOMESTIC AND OVERSEAS AUDIT FIRM | | Management | | For | | For | | |
| | | | | |
8 | | VERIFICATION OF THE QUOTA OF 2020 FOREIGN EXCHANGE HEDGING BUSINESS | | Management | | For | | For | | |
| | | | | |
9 | | CHANGE OF THE COMPANY’S REGISTERED CAPITAL | | Management | | For | | For | | |
| | | | | |
10 | | AMENDMENTS TO THE COMPANY’S ARTICLES OF ASSOCIATION AND HANDLING OF THE INDUSTRIAL AND COMMERCIAL REGISTRATION AMENDMENT | | Management | | Against | | Against | | |
| | | | | |
11 | | AMENDMENTS TO THE RULES OF PROCEDURE GOVERNING THE SHAREHOLDER GENERAL MEETINGS | | Management | | Against | | Against | | |
| | | | | |
12 | | AMENDMENTS TO THE RULES OF PROCEDURE GOVERNING THE BOARD MEETINGS | | Management | | For | | For | | |
| | | | | |
13 | | REMUNERATION PLAN FOR DIRECTORS | | Management | | For | | For | | |
| | | | | |
14 | | REMUNERATION PLAN FOR SUPERVISORS | | Management | | For | | For | | |
| | | | | |
15 | | GENERAL AUTHORIZATION TO THE BOARD REGARDING A-SHARE AND (OR) H-SHARE ADDITIONAL OFFERING | | Management | | Against | | Against | | |
| | | | | |
16 | | GENERAL AUTHORIZATION TO THE BOARD REGARDING A-SHARE AND (OR) H-SHARE REPURCHASE | | Management | | For | | For | | |
| | | | | |
17 | | THE COMPANY’S ELIGIBILITY FOR NON-PUBLIC A-SHARE OFFERING | | Management | | For | | For | | |
| | | | | |
18.1 | | PLAN FOR NON-PUBLIC A-SHARE OFFERING: STOCK TYPE AND PAR VALUE | | Management | | For | | For | | |
| | | | | |
18.2 | | PLAN FOR NON-PUBLIC A-SHARE OFFERING: ISSUING METHOD AND DATE | | Management | | For | | For | | |
| | | | | |
18.3 | | PLAN FOR NON-PUBLIC A-SHARE OFFERING: ISSUING TARGETS, SUBSCRIPTION METHOD AND ARRANGEMENT FOR PLACEMENT TO EXISTING SHAREHOLDERS | | Management | | For | | For | | |
| | | | | |
18.4 | | PLAN FOR NON-PUBLIC A-SHARE OFFERING: ISSUE PRICE AND PRICING PRINCIPLES | | Management | | For | | For | | |
| | | | | |
18.5 | | PLAN FOR NON-PUBLIC A-SHARE OFFERING: ISSUING VOLUME | | Management | | For | | For | | |
| | | | | |
18.6 | | PLAN FOR NON-PUBLIC A-SHARE OFFERING: LOCKUP PERIOD | | Management | | For | | For | | |
| | | | | |
18.7 | | PLAN FOR NON-PUBLIC A-SHARE OFFERING: LISTING PLACE | | Management | | For | | For | | |
| | | | | |
18.8 | | PLAN FOR NON-PUBLIC A-SHARE OFFERING: ARRANGEMENT FOR THE ACCUMULATED RETAINED PROFITS BEFORE THE NON-PUBLIC A-SHARE OFFERING | | Management | | For | | For | | |
| | | | | |
18.9 | | PLAN FOR NON-PUBLIC A-SHARE OFFERING: THE VALID PERIOD OF THE RESOLUTION ON THE NON-PUBLIC A-SHARE OFFERING | | Management | | For | | For | | |
| | | | | |
18.10 | | PLAN FOR NON-PUBLIC A-SHARE OFFERING: AMOUNT AND PURPOSE OF THE RAISED FUNDS | | Management | | For | | For | | |
| | | | | |
19 | | FEASIBILITY ANALYSIS REPORT ON THE USE OF FUNDS TO BE RAISED FROM THE NON-PUBLIC A-SHARE OFFERING | | Management | | For | | For | | |
| | | | | |
20 | | REPORT ON THE USE OF PREVIOUSLY RAISED FUNDS | | Management | | For | | For | | |
| | | | | |
21 | | DILUTED IMMEDIATE RETURN AFTER THE NON-PUBLIC A-SHARE OFFERING AND FILLING MEASURES | | Management | | For | | For | | |
| | | | | |
22 | | SHAREHOLDER RETURN PLAN FOR THE NEXT THREE YEARS FROM 2020 TO 2022 | | Management | | For | | For | | |
| | | | | |
23 | | FULL AUTHORIZATION TO THE BOARD, THE CHAIRMAN OF THE BOARD, THE CHAIRMAN OF THE BOARD, AND (OR) PERSONS AUTHORIZED BY THE CHAIRMAN OF THE BOARD TO HANDLE MATTERS REGARDING THE NON-PUBLIC A-SHARE OFFERING | | Management | | For | | For | | |
| | | | | |
24 | | PLAN FOR ADDITIONAL H-SHARE OFFERING | | Management | | Against | | Against | | |
| | | | | |
25.1 | | ELECTION OF NON-INDEPENDENT DIRECTOR: GE LI | | Management | | For | | For | | |
| | | | | |
25.2 | | ELECTION OF NON-INDEPENDENT DIRECTOR: EDWARD HU | | Management | | For | | For | | |
| | | | | |
25.3 | | ELECTION OF NON-INDEPENDENT DIRECTOR: STEVE QING YANG | | Management | | For | | For | | |
| | | | | |
25.4 | | ELECTION OF NON-INDEPENDENT DIRECTOR: ZHANG ZHAOHUI | | Management | | For | | For | | |
| | | | | |
25.5 | | ELECTION OF NON-INDEPENDENT DIRECTOR: NING ZHAO | | Management | | For | | For | | |
| | | | | |
25.6 | | ELECTION OF NON-INDEPENDENT DIRECTOR: XIAOMENG TONG | | Management | | For | | For | | |
| | | | | |
25.7 | | ELECTION OF NON-INDEPENDENT DIRECTOR: YIBING WU | | Management | | For | | For | | |
| | | | | |
26.1 | | ELECTION OF INDEPENDENT DIRECTOR: JIANGNAN CAI | | Management | | For | | For | | |
| | | | | |
26.2 | | ELECTION OF INDEPENDENT DIRECTOR: LIU YAN | | Management | | For | | For | | |
| | | | | |
26.3 | | ELECTION OF INDEPENDENT DIRECTOR: LOU HETONG | | Management | | For | | For | | |
| | | | | |
26.4 | | ELECTION OF INDEPENDENT DIRECTOR: ZHANG XIAOTONG | | Management | | For | | For | | |
| | | | | |
26.5 | | ELECTION OF INDEPENDENT DIRECTOR: FENG DAI | | Management | | For | | For | | |
| | | | | |
27.1 | | ELECTION OF SHAREHOLDER SUPERVISOR: HARRY LIANG HE | | Management | | For | | For | | |
| | | | | |
27.2 | | ELECTION OF SHAREHOLDER SUPERVISOR: WANG JICHAO | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
CMMT | | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS ARE REQUIRED FOR THIS MEETING. IF-NO BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY BE REJECTED.-THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
1 | | RECEIPT OF THE 2019 INTEGRATED ANNUAL REPORT, AS WELL AS APPROVAL OF THE ANNUAL MANAGEMENT REPORT, THE STAND-ALONE FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS | | Management | | No Action | | | | |
| | | | | |
2.1 | | APPROPRIATION OF AVAILABLE EARNINGS | | Management | | No Action | | | | |
| | | | | |
2.2 | | DECLARATION OF DIVIDEND FROM RESERVES | | Management | | No Action | | | | |
| | | | | |
3 | | DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE MEMBERS OF THE OPERATING COMMITTEE | | Management | | No Action | | | | |
| | | | | |
4.1.1 | | RE-ELECTION OF ANASTASSIS G. DAVID AS A MEMBER OF THE BOARD OF DIRECTORS AND AS THE CHAIRMAN OF THE BOARD OF DIRECTOR | | Management | | No Action | | | | |
| | | | | |
4.1.2 | | RE-ELECTION OF ZORAN BOGDANOVIC AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.1.3 | | RE-ELECTION OF CHARLOTTE J. BOYLE AS A MEMBER OF THE BOARD OF DIRECTORS AND AS A MEMBER OF THE REMUNERATION COMMITTEE | | Management | | No Action | | | | |
| | | | | |
4.1.4 | | RE-ELECTION OF RETO FRANCIONI AS A MEMBER OF THE BOARD OF DIRECTORS AND AS A MEMBER OF THE REMUNERATION COMMITTEE | | Management | | No Action | | | | |
| | | | | |
4.1.5 | | RE-ELECTION OF OLUSOLA (SOLA) DAVID-BORHA AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.1.6 | | RE-ELECTION OF WILLIAM W. DOUGLAS III AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.1.7 | | RE-ELECTION OF ANASTASIOS I. LEVENTIS AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.1.8 | | RE-ELECTION OF CHRISTODOULOS LEVENTIS AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.1.9 | | RE-ELECTION OF ALEXANDRA PAPALEXOPOULOU AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | |
4.110 | | RE-ELECTION OF JOSE OCTAVIO REYES AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | |
| | | | | |
4.111 | | RE-ELECTION OF ALFREDO RIVERA AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.112 | | RE-ELECTION OF RYAN RUDOLPH AS A MEMBER OF THE BOARD OF DIRECTORS | | Management | | No Action | | | | |
| | | | | |
4.2 | | ELECTION OF ANNA DIAMANTOPOULOU AS A NEW MEMBER OF THE BOARD OF DIRECTORS AND AS A NEW MEMBER OF THE REMUNERATION COMMITTEE | | Management | | No Action | | | | |
| | | | | |
5 | | ELECTION OF THE INDEPENDENT PROXY: INES POESCHEL | | Management | | No Action | | | | |
| | | | | |
6.1 | | RE-ELECTION OF THE STATUTORY AUDITOR: RE- ELECT PRICEWATERHOUSECOOPERS AG, ZURICH, SWITZERLAND, AS THE STATUTORY AUDITOR OF COCA-COLA HBC AG FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2020 | | Management | | No Action | | | | |
| | | | | |
6.2 | | ADVISORY VOTE ON RE-APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR UK PURPOSES: PRICEWATERHOUSECOOPERS SA | | Management | | No Action | | | | |
| | | | | |
7 | | ADVISORY VOTE ON THE UK REMUNERATION REPORT | | Management | | No Action | | | | |
| | | | | |
8 | | ADVISORY VOTE ON THE REMUNERATION POLICY | | Management | | No Action | | | | |
| | | | | |
9 | | ADVISORY VOTE ON THE SWISS REMUNERATION REPORT | | Management | | No Action | | | | |
| | | | | |
10.1 | | APPROVAL OF THE MAXIMUM AGGREGATE AMOUNT OF REMUNERATION FOR THE BOARD OF DIRECTORS UNTIL THE NEXT ANNUAL GENERAL MEETING | | Management | | No Action | | | | |
| | | | | |
10.2 | | APPROVAL OF THE MAXIMUM AGGREGATE AMOUNT OF REMUNERATION FOR THE OPERATING COMMITTEE FOR THE NEXT FINANCIAL YEAR | | Management | | No Action | | | | |
| | | | | |
11 | | APPROVAL OF SHARE BUY-BACK | | Management | | No Action | | | | |
| | | | | |
CMMT | | PART 2 OF THIS MEETING IS FOR VOTING ON AGENDA AND MEETING ATTENDANCE-REQUESTS ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE-REGISTRATION OF SHARES IN PART 1 OF THE MEETING. IT IS A MARKET REQUIREMENT-FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A-REGISTERED LOCATION AT THE CSD, AND SPECIFIC POLICIES AT THE INDIVIDUAL-SUB- CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTE INSTRUCTION, IT IS POSSIBLE-THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND-RE- REGISTRATION FOLLOWING A TRADE. THEREFORE WHILST THIS DOES NOT PREVENT THE-TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF-REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE-SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR-CLIENT REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT IF YOU HOLD CDI SHARES AND PARTICIPATE AT THIS MEETING, YOUR-GLOBAL CUSTODIAN WILL BE REQUIRED TO TRANSFER YOUR SHARES TO AN ESCROW-ACCOUNT. SHARES MAY BE BLOCKED DURING THIS TIME. IF THE VOTED POSITION IS NOT-TRANSFERRED TO THE REQUIRED ESCROW ACCOUNT IN CREST, THE SUBMITTED VOTE TO-BROADRIDGE WILL BE REJECTED BY THE REGISTRAR. BY VOTING ON THIS MEETING YOUR-CUSTODIAN MAY USE YOUR VOTE INSTRUCTION AS THE AUTHORIZATION TO TAKE THE-NECESSARY ACTION WHICH WILL INCLUDE TRANSFERRING YOUR INSTRUCTED POSITION TO-ESCROW. HOWEVER, THIS MAY DIFFER FROM CUSTODIAN TO CUSTODIAN. FOR FULL-UNDERSTANDING OF THE CUSTODY PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE-INSTRUCTIONS FROM YOU, PLEASE CONTACT YOUR CUSTODIAN DIRECTLY | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 19 MAY 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF THE-TEXT IN RESOLUTIONS 5 AND 6.2 AND CHANGE IN RECORD DATE FROM 11 JUN 2020 TO-12 JUN 2020. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN-UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1 | | VOTING ON THE REPORT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
2 | | VOTING ON THE COMPANY’S EXTERNAL AUDITORS REPORT FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
3 | | VOTING ON THE COMPANY’S FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
4 | | VOTING ON APPOINTING EXTERNAL AUDITORS FOR THE COMPANY AMONG THOSE NOMINEES BASED ON THE RECOMMENDATION OF THE AUDIT COMMITTEE TO REVIEW AND AUDIT THE FINANCIAL STATEMENTS FOR THE SECOND, THIRD AND FOURTH QUARTERS AND ANNUAL FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2020 AND THE FIRST QUARTER OF THE FINANCIAL YEAR 2021 AND DETERMINING THEIR FEES | | Management | | For | | For | | |
| | | | | |
5 | | VOTING ON THE DISBURSEMENT OF SAR (3,098,000) AS REMUNERATION FOR MEMBERS OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
6 | | VOTING ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS FROM LIABILITY FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
7 | | VOTING ON AUTHORIZING THE BOARD OF DIRECTORS TO DISTRIBUTE INTERIM CASH DIVIDENDS TO THE SHAREHOLDERS ON BIANNUAL OR QUARTERLY BASIS FOR THE FINANCIAL YEAR 2020 | | Management | | For | | For | | |
| | | | | |
8 | | VOTING ON THE PURCHASE OF THE LTIP SHARES, BY THE COMPANY, IN ORDER TO FULFIL THE CURRENT LTIP CYCLE’S REQUIRED SHARES PURCHASE, BEING AN APPROVAL OF THE PURCHASE OF LTIP SHARES, BY THE COMPANY, TO A MAXIMUM VALUE OF SR (14,275,322) FOR ITS ENTITLED LTIP EMPLOYEES. THE ALLOCATION WILL BE DONE WITHIN A MAXIMUM PERIOD OF 12 (TWELVE) MONTHS FROM THE DATE OF THE EXTRAORDINARY GENERAL ASSEMBLY MEETING AND THE PURCHASE WILL BE FINANCED THROUGH COMPANY’S FUND. TO AUTHORISE THE BOARD TO FINALISE THE SHARE BUY-BACK TRANSACTION(S), IN ONE OR SEVERAL PHASES, AND TO AUTHORISE THE EXECUTION OF THE LTIP SHARES TRANSACTIONS, AND/OR THE DELEGATION OF THE AUTHORITY TO AUTHORISE THE EXECUTION OF THE LTIP SHARES TRANSACTIONS | | Management | | For | | For | | |
| | | | | |
9 | | VOTING ON THE APPOINTMENT OF MRS. JOY LINTON AS NON-EXECUTIVE BOARD MEMBER EFFECTIVELY FROM THE DATE OF HER APPOINTMENT ON 01/12/2019 TO COMPLETE THE BOARD CURRENT SESSION WHICH WILL BE OVER BY 30/06/2022, SUCCEEDING THE FORMER BOARD MEMBER MR. SIMON PRESTON (NON-EXECUTIVE BOARD MEMBER) | | Management | | For | | For | | |
| | | | | |
10 | | VOTING ON THE APPOINTMENT OF ONE BOARD MEMBER AMONG THOSE NOMINEES TO FILL THE VACANCY, EFFECTIVE FROM THE DATE OF THE ASSEMBLY MEETING ON 30/06/2020 AND UP TO 30/06/2020 | | Management | | For | | For | | |
| | | | | |
11 | | VOTING ON THE UPDATE OF THE BOARD COMMITTEE MEMBER REMUNERATION POLICY | | Management | | For | | For | | |
| | | | | |
12 | | VOTING ON THE UPDATE OF THE BOARD OF DIRECTORS MEMBER REMUNERATION POLICY | | Management | | For | | For | | |
| | | | | |
13 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND THE BUPA GLOBAL MARKET UNIT, IN WHICH THE FOLLOWING BOARD MEMBERS MR. DAVID MARTIN FLETCHER, MR. MARTIN HOUSTON, MR. SIMEON PRESTON AND MRS. JOY LINTON HAVE INDIRECT INTEREST, IT IS CONTRACTS LINKED BETWEEN BUPA INSURANCE LIMITED AND BUPA GLOBAL MARKET UNIT, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (36,423) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
14 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND NAZER CLINICS MEDICAL COMPANY, IN WHICH THE FOLLOWING BOARD MEMBERS MR. LOAY NAZER AND MR. TAL NAZER HAVE INDIRECT INTEREST, IT IS THE OPERATING FEES FOR THE INTERNAL CLINICS OF BUPA ARABIA EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (132.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
15 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND NCB CAPITAL , IN WHICH THE BOARD MEMBER DR. ADNAN A. SOUFI HAS INDIRECT INTEREST, IT IS INVESTMENT SERVICE FEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (715.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
16 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND NAZER CLINICS MEDICAL COMPANY, IN WHICH THE FOLLOWING BOARD MEMBERS MR. LOAY NAZER AND MR. TAL NAZER HAVE INDIRECT INTEREST, IT IS BUILT-IN SHARING COSTS, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (673.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
17 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND BUPA INVESTMENTS OVERSEAS LIMITED, IN WHICH THE FOLLOWING BOARD MEMBERS MR. DAVID MARTIN FLETCHER, MR. MARTIN HOUSTON, MR. SIMEON PRESTON AND MRS. JOY LINTON HAVE INDIRECT INTEREST, IT IS RELATION TO THE TAX EQUALIZATION ADJUSTMENT, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (2,988.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
18 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND BUPA INVESTMENTS OVERSEAS LIMITED, IN WHICH THE FOLLOWING BOARD MEMBERS MR. DAVID MARTIN FLETCHER, MR. MARTIN HOUSTON, MR. SIMEON PRESTON AND MRS. JOY LINTON HAVE INDIRECT INTEREST, IT IS THE REMUNERATIONS OF BOARD MEMBERS PAID FOR THEIR MEMBERSHIP IN BUPA ARABIA BOARD, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (7,000.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
19 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND BUPA INVESTMENTS OVERSEAS LIMITED, IN WHICH THE FOLLOWING BOARD MEMBERS MR. DAVID MARTIN FLETCHER, MR. MARTIN HOUSTON, MR. SIMEON PRESTON AND MRS. JOY LINTON HAVE INDIRECT INTEREST, IT IS INSURANCE COSTS, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (6,009.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
20 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND BUPA MIDDLE EAST HOLDINGS TWO W.L.L, IN WHICH THE FOLLOWING BOARD MEMBERS MR. LOAY NAZER, MR. TAL NAZER, MR. DAVID MARTIN FLETCHER, MR. MARTIN HOUSTON, MR. SIMEON PRESTON AND MRS. JOY LINTON HAVE INDIRECT INTEREST, IT IS RELATING TO BRAND FEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (23,608.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
21 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY, IN WHICH THE BOARD MEMBER MR. TAL NAZER HAS INDIRECT INTEREST, IT IS THE COST OF PROVIDING HEALTH INSURANCE TO THE EMPLOYEES OF BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (19,155.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
22 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND NAZER GROUP HOLDING COMPANY, IN WHICH THE FOLLOWING BOARD MEMBERS MR. LOAY NAZER AND MR. TAL NAZER HAVE INDIRECT INTEREST, IT IS THE COSTS OF SECURING ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (656.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
23 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND NAZER CLINICS MEDICAL COMPANY, IN WHICH THE FOLLOWING BOARD MEMBERS MR. LOAY NAZER AND MR. TAL NAZER HAVE INDIRECT INTEREST, IT IS THE COSTS OF SECURING ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (2,774.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
24 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND NAZER FOR DIALYSIS AND ADVANCED HEALTH SERVICES LIMITED, IN WHICH THE FOLLOWING BOARD MEMBERS MR. LOAY NAZER AND MR. TAL NAZER HAVE INDIRECT INTEREST, IT IS THE COST OF MEDICAL INSURANCE FOR ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (6,286.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
25 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND NAWAH HEALTHCARE COMPANY, IN WHICH THE FOLLOWING BOARD MEMBERS MR. LOAY NAZER AND MR. TAL NAZER HAVE INDIRECT INTEREST, IT IS THE COSTS OF SECURING ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (535.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
26 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND NAZER FOR DIALYSIS AND ADVANCED HEALTH SERVICES LIMITED, IN WHICH THE FOLLOWING BOARD MEMBERS MR. LOAY NAZER AND MR. TAL NAZER HAVE INDIRECT INTEREST, IT IS PROVISION SOME MEDICAL AND PROFESSIONAL SERVICES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (2,945.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
27 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND NATIONAL COMMERCIAL BANK, IN WHICH THE BOARD MEMBER MR. ZAID ALGWAIZ HAS INDIRECT INTEREST, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (151,004.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
28 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND GULF INTERNATIONAL BANK (GIB), IN WHICH THE BOARD MEMBER MR. ZAID ALGWAIZ HAS INDIRECT INTEREST, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (9,423.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
29 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND ALRAJHI STEEL COMPANY, IN WHICH THE BOARD MEMBER MR. ZAID ALGWAIZ HAS INDIRECT INTEREST, IT IS THE COST OF MEDICAL INSURANCE FOR ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (6,878.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
30 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND ETIHAD ETISALAT COMPANY (MOBILY), IN WHICH THE BOARD MEMBER MR. ZAID ALGWAIZ HAS INDIRECT INTEREST, IT IS THE COST OF MEDICAL INSURANCE FOR ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (76,456.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
31 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND MA’ADEN CORPORATE (SAUDI ARABIAN MINING COMPANY), IN WHICH THE BOARD MEMBER MR. ZAID ALGWAIZ HAS INDIRECT INTEREST, IT IS THE COST OF MEDICAL INSURANCE FOR ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (11,092.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
32 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND SAUDI INDUSTRIAL INVESTMENT GROUP, IN WHICH THE BOARD MEMBER MR. ZAID ALGWAIZ HAS INDIRECT INTEREST, IT IS THE COST OF MEDICAL INSURANCE FOR ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (236.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
33 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND BAWAN WOOD INDUSTRIES COMPANY, IN WHICH THE BOARD MEMBER MR. ZAID ALGWAIZ HAS INDIRECT INTEREST, IT IS THE COST OF MEDICAL INSURANCE FOR ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (1,457.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
34 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND BAWAN WOOD INDUSTRIES COMPANY, IN WHICH THE BOARD MEMBER MR. ZAID ALGWAIZ HAS INDIRECT INTEREST, IT IS THE COST OF MEDICAL INSURANCE FOR ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (1,266.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
35 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND AL RAJHI BANK, IN WHICH THE BOARD MEMBER MR. ZAID ALGWAIZ HAS INDIRECT INTEREST, IT IS THE COST OF MEDICAL INSURANCE FOR ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (101,136.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
36 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND RIYADH CABLES GROUP COMPANY, IN WHICH THE BOARD MEMBER MR. ZAID ALGWAIZ HAS INDIRECT INTEREST, IT IS THE COST OF MEDICAL INSURANCE FOR ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (8,329.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
37 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND CAREEM COMPANY, IN WHICH THE BOARD MEMBER MR. ABDULLAH ELYA HAS INDIRECT INTEREST, IT IS THE COST OF MEDICAL INSURANCE FOR ITS EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (8,329.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
38 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND NCB CAPITAL (GIB), IN WHICH THE BOARD MEMBER MR. ADNAN A. SOUFI HAS INDIRECT INTEREST, IT IS IT IS THE COST OF MEDICAL INSURANCE, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (4,813.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
39 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND SAUDI ECONOMY DEVELOPMENT CO. HOLDING (SEDCO), IN WHICH THE BOARD MEMBER MR. ADNAN A. SOUFI HAS INDIRECT INTEREST, IT IS IT IS THE COST OF MEDICAL INSURANCE, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (3,237.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
40 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND FAITIHI HOLDING GROUP, IN WHICH THE BOARD MEMBER MR. ADNAN A. SOUFI HAS INDIRECT INTEREST, IT IS IT IS THE COST OF MEDICAL INSURANCE, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (1,487.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
41 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND MR. ABDULHADI ALI SHAYIF, IN WHICH THE BOARD MEMBER MR. ABDULHADI ALI SHAYIF HAS INDIRECT INTEREST, IT IS MEDICAL INSURANCE FOR FAMILY MEMBERS AND EMPLOYEES WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (64.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
42 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND WATER BOTTLING CO. LTD., IN WHICH THE BOARD MEMBER MR. ABDULHADI ALI SHAYIF HAS INDIRECT INTEREST, IT IS IT IS THE COST OF MEDICAL INSURANCE, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (3,379.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
43 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND NCB CAPITAL, IN WHICH THE BOARD MEMBER MR. ADNAN A. SOUFI HAS INDIRECT INTEREST, IT IS COSTS AND FEES FOR PROVIDING FINANCIAL SERVICES TO THE COMPANY, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (1,429.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
44 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND SAUDI STEEL PIPE COMPANY, IN WHICH THE COMPANY’S FINANCIAL CHIEF, MR. NADER MOHAMMAD SALEH ASHOUR HAS INDIRECT INTEREST, IT IS MEDICAL INSURANCE FOR EMPLOYEES OF SAUDI STEEL PIPE COMPANY, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (4,140.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
45 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND AHMED MOHAMMED BAESHEN CO (AMB), IN WHICH THE BOARD MEMBER MR. ALI MOHAMED SAADI SHENEAMER HAS INDIRECT INTEREST, IT IS IT IS THE COST OF MEDICAL INSURANCE, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (2,999.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
46 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND AL- ITTIHAD FOOTBALL CLUB (ITTIHAD), IN WHICH THE BOARD MEMBER MR. LOAY NAZER HAS INDIRECT INTEREST, IT IS A SPONSORING CONTRACT, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (2,538.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
47 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND AL- HILAL FOOTBALL CLUB (HILAL), IN WHICH THE AUDIT COMMITTEE MEMBER MR. SULIMAN ALHATLAAN ALKAHTANI HAS INDIRECT INTEREST, IT IS A SPONSORING CONTRACT, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (3,170.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
48 | | VOTING ON THE AMENDMENT TO ARTICLE 1 OF THE COMPANY’S BY-LAWS RELATING TO INCORPORATION | | Management | | For | | For | | |
| | | | | |
49 | | VOTING ON THE AMENDMENT TO ARTICLE 3 OF THE COMPANY’S BY-LAWS RELATING TO OBJECTIVES OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
50 | | VOTING ON THE AMENDMENT TO ARTICLE 4 OF THE COMPANY’S BY-LAWS RELATING TO PARTICIPATION & ACQUISITION OF COMPANIES | | Management | | For | | For | | |
| | | | | |
51 | | VOTING ON THE AMENDMENT TO ARTICLE 11 OF THE COMPANY’S BY-LAWS RELATING TO SHARES ISSUANCE | | Management | | For | | For | | |
| | | | | |
52 | | VOTING ON THE AMENDMENT TO ARTICLE 12 OF THE COMPANY’S BY-LAWS RELATING TO TRADING OF SHARES | | Management | | For | | For | | |
| | | | | |
53 | | VOTING ON THE AMENDMENT TO ARTICLE 13 OF THE COMPANY’S BY-LAWS RELATING TO INCREASE OF CAPITAL | | Management | | For | | For | | |
| | | | | |
54 | | VOTING ON THE AMENDMENT TO ARTICLE 14 OF THE COMPANY’S BY-LAWS RELATING TO DECREASE OF CAPITAL | | Management | | For | | For | | |
| | | | | |
55 | | VOTING ON THE AMENDMENT TO ARTICLE 15 OF THE COMPANY’S BY-LAWS RELATING TO MANAGEMENT OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
56 | | VOTING ON THE AMENDMENT TO ARTICLE 16 OF THE COMPANY’S BY-LAWS RELATING TO TERMINATION OF MEMBERSHIP | | Management | | For | | For | | |
| | | | | |
57 | | VOTING ON THE AMENDMENT TO ARTICLE 17 OF THE COMPANY’S BY-LAWS RELATING TO VACANT POSITION IN THE BOARD | | Management | | For | | For | | |
| | | | | |
58 | | VOTING ON THE AMENDMENT TO ARTICLE 18 OF THE COMPANY’S BY-LAWS RELATING TO AUTHORITIES OF THE BOARD | | Management | | For | | For | | |
| | | | | |
59 | | VOTING ON THE AMENDMENT TO ARTICLE 19 OF THE COMPANY’S BY-LAWS RELATING TO REMUNERATION OF BOARD MEMBERS AND MANAGING DIRECTOR | | Management | | For | | For | | |
| | | | | |
60 | | VOTING ON THE AMENDMENT TO ARTICLE 20 OF THE COMPANY’S BY-LAWS RELATING TO TO THE TERMS OF REFERENCE AND TERM OF OFFICE OF THE BOARD CHAIRMAN, VICE-CHAIRMAN, MANAGING DIRECTOR AND SECRETARY | | Management | | For | | For | | |
| | | | | |
61 | | VOTING ON THE AMENDMENT TO ARTICLE 21 OF THE COMPANY’S BY-LAWS RELATING TO BOARD MEETINGS | | Management | | For | | For | | |
| | | | | |
62 | | VOTING ON THE AMENDMENT TO ARTICLE 22 OF THE COMPANY’S BY-LAWS RELATING TO QUORUM FOR MEETINGS OF THE BOARD OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
63 | | VOTING ON THE AMENDMENT TO ARTICLE 24 OF THE COMPANY’S BY-LAWS RELATING TO AGREEMENTS & CONTRACTS | | Management | | For | | For | | |
| | | | | |
64 | | VOTING ON THE AMENDMENT TO ARTICLE 25 OF THE COMPANY’S BY-LAWS RELATING TO ATTENDING OF ASSEMBLIES | | Management | | For | | For | | |
| | | | | |
65 | | VOTING ON THE AMENDMENT TO ARTICLE 26 OF THE COMPANY’S BY-LAWS RELATING TO CONSTITUENT GENERAL ASSEMBLY | | Management | | For | | For | | |
| | | | | |
66 | | VOTING ON THE AMENDMENT TO ARTICLE 27 OF THE COMPANY’S BY-LAWS RELATING TO TERMS OF REFERENCE OF THE CONSTITUENT GENERAL ASSEMBLY | | Management | | For | | For | | |
| | | | | |
67 | | VOTING ON THE AMENDMENT TO ARTICLE 28 OF THE COMPANY’S BY-LAWS RELATING TO TERMS OF REFERENCE OF THE ORDINARY GENERAL ASSEMBLY | | Management | | For | | For | | |
| | | | | |
68 | | VOTING ON THE AMENDMENT TO ARTICLE 30 OF THE COMPANY’S BY-LAWS RELATING TO INVITATIONS TO GENERAL ASSEMBLIES | | Management | | For | | For | | |
| | | | | |
69 | | VOTING ON THE AMENDMENT TO ARTICLE 33 OF THE COMPANY’S BY-LAWS RELATING TO QUORUM FOR THE ORDINARY GENERAL ASSEMBLY | | Management | | For | | For | | |
| | | | | |
70 | | VOTING ON THE AMENDMENT TO ARTICLE 39 OF THE COMPANY’S BY-LAWS RELATING TO APPOINTMENT OF AUDITORS | | Management | | For | | For | | |
| | | | | |
71 | | VOTING ON THE AMENDMENT TO ARTICLE 41 OF THE COMPANY’S BY-LAWS RELATING TO AUDITOR’S OBLIGATIONS | | Management | | For | | For | | |
| | | | | |
72 | | VOTING ON THE AMENDMENT TO ARTICLE 45 OF THE COMPANY’S BY-LAWS RELATING TO ZAKAT & RESERVES | | Management | | For | | For | | |
| | | | | |
73 | | VOTING ON THE AMENDMENT TO ARTICLE 46 OF THE COMPANY’S BY-LAWS RELATING TO ENTITLEMENT TO DIVIDENDS | | Management | | For | | For | | |
| | | | | |
74 | | VOTING ON THE AMENDMENT TO ARTICLE 49 OF THE COMPANY’S BY-LAWS RELATING TO LIABILITIES OF THE MEMBER OF THE BOARD OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
75 | | VOTING ON THE AMENDMENT TO ARTICLE 50 OF THE COMPANY’S BY-LAWS RELATING TO DISSOLUTION OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
76 | | VOTING ON THE AMENDMENT TO ARTICLE 51 OF THE COMPANY’S BY-LAWS RELATING TO THE COMPANY SYSTEM | | Management | | For | | For | | |
Harding, Loevner Funds, Inc. - International Small Companies Portfolio
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1 | | THAT THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2019, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITOR THEREON, BE RECEIVED AND ADOPTED BY MEMBERS | | Management | | For | | For | | |
| | | | | |
2 | | THAT A FINAL DIVIDEND OF 20.5 PENCE PER ORDINARY SHARE BE DECLARED IN RESPECT OF THE YEAR ENDED 30 SEPTEMBER 2019, PAYABLE ON 22 JANUARY 2020 TO ORDINARY SHAREHOLDERS ON THE REGISTER AT THE CLOSE OF BUSINESS ON 29 NOVEMBER 2019 | | Management | | For | | For | | |
| | | | | |
3 | | THAT JE NICHOLAS, THE CHAIRMAN OF THE COMPANY AND SUBMITTING HIMSELF FOR RE- ELECTION, BE RE-ELECTED AS A DIRECTOR | | Management | | For | | For | | |
| | | | | |
4 | | THAT JD THOMSON, THE CHIEF EXECUTIVE OFFICER OF THE COMPANY, HAVING BEEN APPOINTED BY THE BOARD SINCE THE LAST ANNUAL GENERAL MEETING AND SUBMITTING HIMSELF FOR ELECTION, BE ELECTED AS A DIRECTOR | | Management | | For | | For | | |
| | | | | |
5 | | THAT NP LINGWOOD, THE GROUP FINANCE DIRECTOR OF THE COMPANY AND SUBMITTING HIMSELF FOR RE-ELECTION, BE RE-ELECTED AS A DIRECTOR | | Management | | For | | For | | |
| | | | | |
6 | | THAT CM PACKSHAW, SENIOR INDEPENDENT NON- EXECUTIVE DIRECTOR OF THE COMPANY AND SUBMITTING HIMSELF FOR RE-ELECTION, BE RE- ELECTED AS A DIRECTOR | | Management | | For | | For | | |
| | | | | |
7 | | THAT AP SMITH, A NON-EXECUTIVE DIRECTOR OF THE COMPANY AND SUBMITTING HIMSELF FOR RE- ELECTION, BE RE-ELECTED AS A DIRECTOR | | Management | | For | | For | | |
| | | | | |
8 | | THAT A THORBURN, A NON-EXECUTIVE DIRECTOR OF THE COMPANY AND SUBMITTING HERSELF FOR RE-ELECTION, BE RE-ELECTED AS A DIRECTOR | | Management | | For | | For | | |
| | | | | |
9 | | THAT PRICEWATERHOUSECOOPERS LLP BE REAPPOINTED AS AUDITOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
10 | | THAT THE DIRECTORS BE AUTHORISED TO SET THE REMUNERATION OF THE AUDITOR | | Management | | For | | For | | |
| | | | | |
11 | | THAT THE DIRECTORS’ REMUNERATION POLICY, SET OUT ON PAGES 48 TO 53 OF THE ANNUAL REPORT & ACCOUNTS 2019, WHICH TAKES EFFECT IMMEDIATELY AFTER THE END OF THE ANNUAL GENERAL MEETING ON WEDNESDAY, 15 JANUARY 2020 (AND APPLIES FOR THREE YEARS OR UNTIL REPLACED BY A NEW OR AMENDED POLICY), BE AND IS HEREBY APPROVED | | Management | | For | | For | | |
| | | | | |
12 | | THAT THE ANNUAL REPORT ON REMUNERATION FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2019, SET OUT ON PAGES 46, 47 AND 54 TO 59 OF THE ANNUAL REPORT & ACCOUNTS 2019, BE AND IS HEREBY APPROVED | | Management | | For | | For | | |
| | | | | |
13 | | THAT THE RULES OF THE DIPLOMA PLC 2020 PERFORMANCE SHARE PLAN (THE “2020 PSP”), PRODUCED IN DRAFT TO THIS MEETING AND FOR THE PURPOSES OF IDENTIFICATION INITIALLED BY THE CHAIRMAN AND THE PRINCIPAL TERMS OF WHICH ARE SUMMARISED IN THIS NOTICE OF ANNUAL GENERAL MEETING BE APPROVED; AND THE DIRECTORS BE AUTHORISED TO: DO ALL THINGS NECESSARY OR APPROPRIATE TO CARRY THE 2020 PSP INTO EFFECT AND TO ADOPT THE 2020 PSP; AND ESTABLISH FURTHER PLANS BASED ON THE 2020 PSP, OR ESTABLISH SCHEDULES TO THE 2020 PSP, BUT MODIFIED TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR SECURITIES LAWS IN OVERSEAS TERRITORIES PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER SUCH FURTHER PLANS OR SCHEDULES ARE TREATED AS COUNTING AGAINST THE LIMITS ON INDIVIDUAL AND OVERALL PARTICIPATION IN THE 2020 PSP | | Management | | For | | For | | |
| | | | | |
14 | | THAT THE DIRECTORS BE AND ARE HEREBY GENERALLY AND UNCONDITIONALLY AUTHORISED FOR THE PURPOSES OF SECTION 551 OF THE COMPANIES ACT 2006 (THE “ACT”), TO EXERCISE ALL THE POWERS OF THE COMPANY TO ALLOT SHARES AND GRANT RIGHTS TO SUBSCRIBE FOR, OR CONVERT ANY SECURITY INTO, SHARES: (A) UP TO AN AGGREGATE NOMINAL AMOUNT (WITHIN THE MEANING OF SECTION 551(3) AND (6) OF THE ACT) OF GBP 1,887,326 (SUCH AMOUNT TO BE REDUCED BY THE NOMINAL AMOUNT ALLOTTED OR GRANTED UNDER (B) BELOW IN EXCESS OF SUCH SUM); AND (B) COMPRISING EQUITY SECURITIES (AS DEFINED IN SECTION 560 OF THE ACT) UP TO AN AGGREGATE NOMINAL AMOUNT (WITHIN THE MEANING OF SECTION 551(3) AND (6) OF THE ACT) OF GBP 3,774,652 (SUCH AMOUNT TO BE REDUCED BY ANY ALLOTMENTS OR GRANTS MADE UNDER (A) ABOVE) IN CONNECTION WITH OR PURSUANT TO AN OFFER BY WAY OF A RIGHTS ISSUE IN FAVOUR OF HOLDERS OF ORDINARY SHARES IN PROPORTION (AS NEARLY AS PRACTICABLE) TO THE RESPECTIVE NUMBER OF ORDINARY SHARES HELD BY THEM ON THE RECORD DATE FOR SUCH ALLOTMENT (AND HOLDERS OF ANY OTHER CLASS OF EQUITY SECURITIES ENTITLED TO PARTICIPATE THEREIN OR IF THE DIRECTORS CONSIDER IT NECESSARY, AS PERMITTED BY THE RIGHTS OF THOSE SECURITIES), BUT SUBJECT TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE DIRECTORS MAY CONSIDER NECESSARY OR APPROPRIATE TO DEAL WITH FRACTIONAL ENTITLEMENTS, TREASURY SHARES, RECORD DATES OR LEGAL, REGULATORY OR PRACTICAL DIFFICULTIES WHICH MAY ARISE UNDER THE LAWS OF OR THE REQUIREMENTS OF ANY REGULATORY BODY OR STOCK EXCHANGE IN ANY TERRITORY OR ANY OTHER MATTER WHATSOEVER; THESE AUTHORISATIONS TO EXPIRE AT THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY IN 2021 OR ON 31 MARCH 2021, WHICHEVER IS THE EARLIER, SAVE THAT THE COMPANY MAY BEFORE SUCH EXPIRY MAKE ANY OFFER OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE SHARES TO BE ALLOTTED OR RIGHTS TO BE GRANTED, AFTER SUCH EXPIRY AND THE DIRECTORS MAY ALLOT SHARES, OR GRANT RIGHTS TO SUBSCRIBE FOR OR TO CONVERT ANY SECURITY INTO SHARES IN PURSUANCE OF ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY CONFERRED HEREBY HAD NOT EXPIRED | | Management | | For | | For | | |
| | | | | |
15 | | THAT SUBJECT TO THE PASSING OF RESOLUTION 14 ABOVE THE DIRECTORS BE AND ARE HEREBY EMPOWERED PURSUANT TO SECTIONS 570 (1) AND 573 OF THE COMPANIES ACT 2006 (THE “ACT”) TO: (A) ALLOT EQUITY SECURITIES (AS DEFINED IN SECTION 560 OF THE ACT) OF THE COMPANY FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY THAT RESOLUTION; AND (B) SELL ORDINARY SHARES (AS DEFINED IN SECTION 560(1) OF THE ACT) HELD BY THE COMPANY AS TREASURY SHARES (“TREASURY SHARES”) FOR CASH (AS DETAILED IN SECTION 727 OF THE ACT), AS IF SECTION 561 OF THE ACT DID NOT APPLY TO ANY SUCH ALLOTMENT OR SALE, PROVIDED THAT THIS POWER SHALL BE LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES FOR CASH AND THE SALE OF TREASURY SHARES: (I) IN CONNECTION WITH OR PURSUANT TO AN OFFER OR INVITATION TO ACQUIRE EQUITY SECURITIES (BUT IN THE CASE OF THE AUTHORISATION GRANTED UNDER RESOLUTION 15(B), BY WAY OF RIGHTS ISSUE ONLY) IN FAVOUR OF HOLDERS OF ORDINARY SHARES IN PROPORTION (AS NEARLY AS PRACTICABLE) TO THE RESPECTIVE NUMBER OF ORDINARY SHARES HELD BY SUCH HOLDERS ON THE RECORD DATE FOR SUCH ALLOTMENT OR SALE (AND HOLDERS OF ANY OTHER CLASS OF EQUITY SECURITIES ENTITLED TO PARTICIPATE THEREIN OR IF THE DIRECTORS CONSIDER IT NECESSARY, AS PERMITTED BY THE RIGHTS OF THOSE SECURITIES) BUT SUBJECT TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE DIRECTORS MAY DEEM NECESSARY OR DESIRABLE IN RELATION TO FRACTIONAL ENTITLEMENTS, TREASURY SHARES, RECORD DATES OR LEGAL, REGULATORY OR PRACTICAL PROBLEMS ARISING IN, OR PURSUANT TO, THE LAWS OF ANY TERRITORY OR THE REQUIREMENTS OF ANY REGULATORY BODY OR STOCK EXCHANGE IN ANY TERRITORY OR ANY OTHER MATTER WHATSOEVER; AND (II) IN THE CASE OF THE AUTHORISATION GRANTED UNDER RESOLUTION 15(A) ABOVE (OR IN THE CASE OF ANY TRANSFER OF TREASURY SHARES) AND OTHERWISE THAN PURSUANT TO PARAGRAPH (I) OF THIS RESOLUTION, UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 283,099. THIS POWER SHALL EXPIRE AT THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD IN 2021 OR ON 31 MARCH 2021, WHICHEVER IS THE EARLIER, SAVE THAT THE COMPANY MAY, AT ANY TIME BEFORE THE EXPIRY OF SUCH POWER MAKE ANY OFFER OR ENTER INTO ANY AGREEMENT WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED, OR TREASURY SHARES TO BE SOLD, AFTER THE EXPIRY OF SUCH POWER AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES OR SELL TREASURY SHARES IN PURSUANCE OF ANY SUCH OFFER OR AGREEMENT AS IF SUCH POWER CONFERRED HEREBY HAD NOT EXPIRED | | Management | | For | | For | | |
| | | | | |
16 | | THAT, SUBJECT TO THE PASSING OF RESOLUTIONS 14 AND 15 ABOVE, AND IN ADDITION TO THE POWER GIVEN BY RESOLUTION 15, THE DIRECTORS BE GIVEN POWER PURSUANT TO SECTIONS 570 (1) AND 573 OF THE COMPANIES ACT 2006 (THE “ACT”) TO: (A) ALLOT EQUITY SECURITIES (AS DEFINED IN SECTION 560 OF THE ACT) OF THE COMPANY FOR CASH PURSUANT TO THE AUTHORISATION CONFERRED BY PARAGRAPH (A) OF RESOLUTION 15; AND (B) SELL ORDINARY SHARES (AS DEFINED IN SECTION 560(1) OF THE ACT) HELD BY THE COMPANY AS TREASURY SHARES (“TREASURY SHARES”) FOR CASH, AS IF SECTION 561 OF THE ACT DID NOT APPLY TO ANY SUCH ALLOTMENT OR SALE, PROVIDED THAT THIS POWER SHALL BE: (I) LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES FOR CASH AND THE SALE OF TREASURY SHARES, UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 283,099; AND (II) USED ONLY FOR THE PURPOSES OF FINANCING (OR REFINANCING, IF THE AUTHORITY IS TO BE USED WITHIN SIX MONTHS AFTER THE ORIGINAL TRANSACTION) A TRANSACTION WHICH THE DIRECTORS HAVE DETERMINED TO BE AN ACQUISITION OR OTHER CAPITAL INVESTMENT OF A KIND CONTEMPLATED BY THE STATEMENT OF PRINCIPLES ON DISAPPLYING PRE-EMPTION RIGHTS MOST RECENTLY PUBLISHED BY THE PRE- EMPTION GROUP PRIOR TO THE DATE OF THIS NOTICE, OR FOR ANY OTHER PURPOSES AS THE COMPANY IN GENERAL MEETING MAY AT ANY TIME BY SPECIAL RESOLUTION DETERMINE. THIS POWER SHALL EXPIRE AT THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD IN 2021 OR ON 31 MARCH 2021, WHICHEVER IS THE EARLIER, SAVE THAT THE COMPANY MAY, AT ANY TIME BEFORE THE EXPIRY OF SUCH POWER MAKE ANY OFFER OR ENTER INTO ANY AGREEMENT WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED, OR TREASURY SHARES TO BE SOLD, AFTER THE EXPIRY OF SUCH POWER AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES OR SELL TREASURY SHARES IN PURSUANCE OF ANY SUCH OFFER OR AGREEMENT AS IF SUCH POWER CONFERRED HEREBY HAD NOT EXPIRED | | Management | | For | | For | | |
| | | | | |
17 | | THAT THE COMPANY IS HEREBY GENERALLY AND UNCONDITIONALLY AUTHORISED FOR THE PURPOSES OF SECTION 701 OF THE COMPANIES ACT 2006 (THE “ACT”) TO MAKE MARKET PURCHASES (WITHIN THE MEANING OF SECTION 693(4) OF THE ACT) OF ANY OF ITS ORDINARY SHARES OF 5P EACH IN THE CAPITAL OF THE COMPANY ON SUCH TERMS AND IN SUCH MANNER AS THE DIRECTORS MAY FROM TIME TO TIME DETERMINE, PROVIDED THAT: (A) THE MAXIMUM NUMBER OF ORDINARY SHARES WHICH MAY BE PURCHASED IS 11,323,956 REPRESENTING APPROXIMATELY 10% OF THE ISSUED ORDINARY SHARE CAPITAL AT 5 DECEMBER 2019; (B) THE MINIMUM PRICE WHICH MAY BE PAID FOR EACH ORDINARY SHARE IS 5P WHICH AMOUNT SHALL BE EXCLUSIVE OF EXPENSES, IF ANY; (C) THE MAXIMUM PRICE (EXCLUSIVE OF EXPENSES) WHICH MAY BE PAID FOR EACH ORDINARY SHARE IS THE HIGHER OF: (I) AN AMOUNT EQUAL TO 105% OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR THE ORDINARY SHARES OF THE COMPANY AS DERIVED FROM THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE PLC FOR THE FIVE BUSINESS DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH SUCH SHARE IS CONTRACTED TO BE PURCHASED; AND (II) THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT INDEPENDENT BID ON THE TRADING VENUES WHERE THE PURCHASE IS CARRIED OUT; (D) UNLESS PREVIOUSLY RENEWED, REVOKED OR VARIED, THIS AUTHORITY SHALL EXPIRE AT THE CONCLUSION OF THE ANNUAL GENERAL MEETING IN 2021 OR ON 31 MARCH 2021, WHICHEVER IS THE EARLIER; AND (E) UNDER THIS AUTHORITY THE COMPANY MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WOULD OR MIGHT BE EXECUTED WHOLLY OR PARTLY AFTER THE EXPIRY OF THIS AUTHORITY, AND MAY MAKE PURCHASES OF ORDINARY SHARES PURSUANT TO IT AS IF THIS AUTHORITY HAD NOT EXPIRED | | Management | | For | | For | | |
| | | | | |
18 | | THAT THE PERIOD OF NOTICE REQUIRED FOR GENERAL MEETINGS OF THE COMPANY (OTHER THAN ANNUAL GENERAL MEETINGS) SHALL BE NOT LESS THAN 14 CLEAR DAYS’ NOTICE | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1 | | VOTING ON THE BOARD OF DIRECTORS REPORT FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
2 | | VOTING ON THE COMPANY’S EXTERNAL AUDITORS REPORT FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
3 | | VOTING ON THE COMPANY’S FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED ON 31/12/2019 | | Management | | For | | For | | |
| | | | | |
4 | | VOTING ON APPOINTING AN EXTERNAL AUDITOR FOR THE COMPANY AMONG THOSE NOMINEES BASED ON THE RECOMMENDATION OF THE AUDIT COMMITTEE TO REVIEW AND AUDIT THE QUARTERLY AND ANNUAL FINANCIAL STATEMENTS RESPECTIVELY, FOR THE FINANCIAL YEAR 2020 AND THE FIRST QUARTER FOR THE YEAR 2021 AND DETERMINE THEIR FEES | | Management | | Abstain | | Against | | |
| | | | | |
5 | | VOTING ON THE BOARD RECOMMENDATION IN REGARDS TO DISTRIBUTE DIVIDENDS FOR THE QUARTERLY (FIRST, SECOND, THIRD AND FOURTH) FOR THE FINANCIAL YEAR 2019, A TOTAL TO (8) RIYALS PER SHARE, (80%) OF THE SHARE CAPITAL AND AMOUNTING IN TOTAL SAR (960.000.000) | | Management | | For | | For | | |
| | | | | |
6 | | VOTING ON THE DISBURSEMENT OF SAR (2.650.000) AS REMUNERATION TO THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDING 31/12/2019 | | Management | | For | | For | | |
| | | | | |
7 | | VOTING ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31/12/2019 | | Management | | For | | For | | |
| | | | | |
8 | | VOTE ON THE BUSINESS AND CONTRACT THAT WILL BE BETWEEN THE COMPANY AND ARABIAN KITE COMPANY TO WHICH IS FOR MR.MOHAMMED ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR. ABDULLAH ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) AND MR.NASSER ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR.ABDULKAREEM ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) INDIRECT INTEREST IN, WHICH ARE IMPLEMENTATION WORKS, DESIGNS AND TECHNICAL CONSULTATIONS. NOTE THAT THE TRANSACTIONS IN 2019 AMOUNT TO 89,788,789 SAR, NOTE THESE TRANSACTIONS ARE CARRIED OUT ON BUILDING COMMERCIAL BASIS WITHOUT PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
9 | | VOTE ON THE BUSINESS AND CONTRACT THAT WILL BE BETWEEN THE COMPANY AND ARABIAN KITE COMPANY TO WHICH IS FOR MR.MOHAMMED ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR. ABDULLAH ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) AND MR.NASSER ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR.ABDULKAREEM ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) INDIRECT INTEREST IN, WHICH IS OFFICE LEASING CONTRACT IN JARIR BUILDING IN RIYADH.NOTE THAT THE TRANSACTIONS IN 2019 AMOUNT TO 196,020 SAR, NOTE THESE TRANSACTIONS ARE CARRIED OUT ON BUILDING COMMERCIAL BASIS WITHOUT PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
10 | | VOTE ON THE BUSINESS AND CONTRACT THAT WILL BE BETWEEN THE COMPANY AND JARIR INVESTMENT TRADING COMPANY TO WHICH IS FOR MR.MOHAMMED ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR. ABDULLAH ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) AND MR.NASSER ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR.ABDULKAREEM ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) INDIRECT INTEREST IN, WHICH IS OFFICE LEASING CONTRACT IN JARIR BUILDING IN RIYADH.NOTE THAT THE TRANSACTIONS IN 2019 AMOUNT TO 306,240 SAR, NOTE THESE TRANSACTIONS ARE CARRIED OUT ON BUILDING COMMERCIAL BASIS WITHOUT PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
11 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND JARIR COMMERCIAL INVESTMENT COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST | | Management | | For | | For | | |
| | | | | |
12 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND AMWAJ AL DHAHRAN LTD. COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A CONTRACT FOR THE RENTAL OF AN EXHIBITION FOR JARIR LIBRARY IN DHAHRAN | | Management | | For | | For | | |
| | | | | |
13 | | VOTE ON THE BUSINESS AND CONTRACT THAT WILL BE BETWEEN THE COMPANY AND AL MUSTAQBAL TRADING COMPANY TO WHICH IS FOR MR.MOHAMMED ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR. ABDULLAH ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) AND MR.NASSER ABDULRAHMAN ALAKEEL (NON EXECUTIVE MEMBER) AND MR.ABDULKAREEM ABDULRAHMAN ALAKEEL (EXECUTIVE MEMBER) INDIRECT INTEREST IN, WHICH IS SHOWROOM LEASING CONTRACT FOR JARIR BOOKSTORE IN RIYADH. NOTE THAT THE TRANSACTIONS IN 2019 AMOUNT TO 2,434,950 SAR, NOTE THESE TRANSACTIONS ARE CARRIED OUT ON BUILDING COMMERCIAL BASIS WITHOUT PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
14 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND JARIR REAL ESTATE COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A RENTAL CONTRACT FOR AN OFFICE IN JARIR BUILDING IN RIYADH | | Management | | For | | For | | |
| | | | | |
15 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND JARIR REAL ESTATE COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A RENTAL CONTRACT FOR AN OFFICE IN JARIR BUILDING IN RIYADH | | Management | | For | | For | | |
| | | | | |
16 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND ARAB ROBIN COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL- OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A CONTRACT FOR THE RENTAL OF AN EXHIBITION FOR JARIR LIBRARY IN RIYADH | | Management | | For | | For | | |
| | | | | |
17 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND RAYOUF TABUK LTD. COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A CONTRACT FOR THE RENTAL OF AN EXHIBITION FOR JARIR LIBRARY IN TABUK | | Management | | For | | For | | |
| | | | | |
18 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND EAST HEALTH MEDICAL LTD. COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON- EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A RENTAL CONTRACT FOR A RESIDENTIAL BUILDING IN AL KHOBAR CITY | | Management | | For | | For | | |
| | | | | |
19 | | VOTING ON THE TRANSACTIONS AND CONTRACTS THAT WILL BE BETWEEN THE COMPANY AND ARAB ROBIN COMPANY, IN WHICH MR. MOHAMMED BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER), MR. ABDULLAH BIN ABDUL RAHMAN AL- OQAIL (EXECUTIVE MEMBER), ENG. NASSER BIN ABDUL RAHMAN AL-OQAIL (NON-EXECUTIVE MEMBER) AND MR. ABDUL KARIM BIN ABDUL RAHMAN AL-OQAIL (EXECUTIVE MEMBER) HAS INDIRECT INTEREST. WHICH IS A CONTRACT TO PROVIDE MANAGEMENT, OPERATION AND MAINTENANCE SERVICES OF THE ROBIN PLAZA COMPLEX IN RIYADH | | Management | | For | | For | | |
| | | | | |
20 | | VOTING ON AUTHORIZING THE BOARD OF DIRECTORS TO DISTRIBUTE INTERIM CASH DIVIDENDS TO THE SHAREHOLDERS ON BIANNUAL OR QUARTERLY BASIS FOR THE FINANCIAL YEAR 2020. | | Management | | For | | For | | |
| | | | | |
CMMT | | 03 APR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO UPDATE IN TEXT OF- RESOLUTIONS 8, 9, 10 AND 13. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE-DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.-THANK YOU. | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | 25 MAR 2020: IF YOU WISH YOU TO VOTE IN THIS GENERAL ASSEMBLY, YOU MUST-RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE; ADDITIONALLY, IN ORDER-TO PROCESS YOUR VOTING INSTRUCTIONS, PLEASE ALSO NOTE THAT THE COMPANY-SPECIFIC POWER OF ATTORNEY MUST BE SIGNED AND SENT IN ORIGINAL (BANK REPLY-DEADLINE -2) TO THE APPROPRIATE SUB CUSTODIAN. SHAREHOLDER INFORMATION CAN BE-RETRIEVED FROM THE MATERIAL URL THAT IS PROVIDED WITH THIS BALLOT. PLEASE-CONTACT YOUR INSTITUTION CLIENT SERVICE REPRESENTATIVE TO OBTAIN THE NAME OF-THE SUB-CUSTODIAN THAT THIS FORM SHOULD BE MAILED. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THERE ARE ADDITIONAL DOCUMENTATION REQUIREMENTS ASSOCIATED-WITH THIS MEETING: DOCUMENTATION CONFIRMING THE QUALITY OF THE SIGNER AS-LEGAL REPRESENTATIVE MUST BE DELIVERED DIRECTLY TO THE COMPANY NO LATER THAN-THE DEADLINE AS STATED ON THE COMPANIES MEETING NOTICE. | | Non-Voting | | | | | | |
| | | | | |
1 | | CONSOLIDATED BOARD OF DIRECTORS REPORT ON THE ACTIVITY PERFORMED IN 2019 | | Management | | No Action | | | | |
| | | | | |
2 | | REPORT OF THE INDEPENDENT AUDITOR ERNST YOUNG ASSURANCE SERVICE S.R.L. ON THE ANNUAL INDIVIDUAL FINANCIAL STATEMENTS OF S.N.G.N. ROMGAZ S.A. FOR THE YEAR ENDED ON DECEMBER 31, 2019 | | Management | | No Action | | | | |
| | | | | |
3 | | REPORT OF THE INDEPENDENT AUDITOR ERNST YOUNG ASSURANCE SERVICE S.R.L. ON THE CONSOLIDATED FINANCIAL STATEMENTS OF S.N.G.N. ROMGAZ S.A. GROUP FOR THE YEAR ENDED ON DECEMBER 31, 2019 | | Management | | No Action | | | | |
| | | | | |
4 | | APPROVE THE ANNUAL INDIVIDUAL FINANCIAL STATEMENTS OF S.N.G.N. ROMGAZ S.A. FOR THE YEAR ENDED ON DECEMBER 31, 2019 PREPARED IN COMPLIANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) ADOPTED BY THE EUROPEAN UNION AND THE ORDER OF THE MINISTRY FOR PUBLIC FINANCES NO. 2844/2016 | | Management | | No Action | | | | |
| | | | | |
5 | | APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS OF S.N.G.N. ROMGAZ S.A. GROUP FOR THE YEAR ENDED ON DECEMBER 31, 2019 PREPARED IN COMPLIANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) ADOPTED BY THE EUROPEAN UNION AND THE ORDER OF THE MINISTRY FOR PUBLIC FINANCES NO. 2844/2016 | | Management | | No Action | | | | |
| | | | | |
6 | | APPROVE THE NET PROFIT DISTRIBUTION FOR 2019 | | Management | | No Action | | | | |
| | | | | |
7 | | APPROVE THE GROSS DIVIDEND PER SHARE DISTRIBUTED FROM THE NET PROFIT ACHIEVED IN 2019 | | Management | | No Action | | | | |
| | | | | |
8 | | APPROVE THE ALLOCATION OF SOME AMOUNTS FROM RETAINED EARNINGS | | Management | | No Action | | | | |
| | | | | |
9 | | APPROVE THE GROSS DIVIDEND PER SHARE DISTRIBUTED FROM RETAINED EARNINGS | | Management | | No Action | | | | |
| | | | | |
10 | | APPROVE THE TOTAL GROSS DIVIDEND PER SHARE DISTRIBUTED FROM THE 2019 NET PROFIT AND RETAINED EARNINGS | | Management | | No Action | | | | |
| | | | | |
11 | | ESTABLISH JULY 24, 2020 AS PAYMENT DAY, FOR PAYMENT OF DIVIDENDS DUE TO SHAREHOLDERS | | Management | | No Action | | | | |
| | | | | |
12 | | APPROVE THE EMPLOYEES PARTICIPATION TO PROFIT, IN ACCORDANCE WITH THE PROVISIONS OF GOVERNMENT ORDINANCE NO. 64/2001 | | Management | | No Action | | | | |
| | | | | |
13 | | ANNUAL REPORT OF THE NOMINATION AND REMUNERATION COMMITTEE ON REMUNERATION AND OTHER BENEFITS GRANTED TO DIRECTORS AND MANAGERS DURING THE FINANCIAL YEAR 2019 | | Management | | No Action | | | | |
| | | | | |
14 | | APPROVE THE BUDGETARY DISCHARGE OF THE BOD MEMBERS FOR FINANCIAL YEAR 2019 | | Management | | No Action | | | | |
| | | | | |
15 | | APPROVING THE MAXIMUM LIMIT FOR THE INSURED AMOUNT RELATED TO THE PROFESSIONAL LIABILITY INSURANCE POLICY OF THE BOARD OF DIRECTORS MEMBERS | | Management | | No Action | | | | |
| | | | | |
16 | | ESTABLISH JULY 3, 2020 AS THE RECORD DATE, NAMELY THE DATE FOR IDENTIFYING THE SHAREHOLDERS THAT BENEFIT FROM DIVIDENDS OR OTHER RIGHTS AND WHO ARE AFFECTED BY RESOLUTION OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS | | Management | | No Action | | | | |
| | | | | |
17 | | ESTABLISH JULY 2, 2020 AS EX-DATE REPRESENTING THE DATE FALLING ONE SETTLEMENT CYCLE MINUS ONE BUSINESS DAY BEFORE THE RECORD DATE, AS OF WHICH THE FINANCIAL INSTRUMENTS PROVIDED UNDER THE CORPORATE BODIES RESOLUTIONS ARE TRADED WITHOUT THE RIGHTS RESULTING FROM SUCH RESOLUTION | | Management | | No Action | | | | |
| | | | | |
18 | | AUTHORISE THE CHAIRMAN AND THE SECRETARY OF THE MEETING TO SIGN THE RESOLUTION OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 23 APR 2020. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 25 MAR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF-COMMENT & RECEIPT OF POA. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO-NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK-YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A-FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE-GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED-INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THE FRENCH PROXY CARD IS AVAILABLE AS A LINK UNDER THE-‘MATERIAL URL’ DROPDOWN AT THE TOP OF THE BALLOT | | Non-Voting | | | | | | |
| | | | | |
CMMT | | FOLLOWING CHANGES IN THE FORMAT OF PROXY CARDS FOR FRENCH MEETINGS, ABSTAIN-IS NOW A VALID VOTING OPTION. FOR ANY ADDITIONAL ITEMS RAISED AT THE MEETING-THE VOTING OPTION WILL DEFAULT TO ‘AGAINST’, OR FOR POSITIONS WHERE THE PROXY-CARD IS NOT COMPLETED BY BROADRIDGE, TO THE PREFERENCE OF YOUR CUSTODIAN. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 08 APR 2020: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS-AVAILABLE BY CLICKING ON THE MATERIAL URL LINK:-https://www.journal- officiel.gouv.fr/balo/document/202003232000636-36 AND-https://www.journal- officiel.gouv.fr/balo/document/202004082000810-43; PLEASE-NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINK. IF YOU HAVE ALREADY-SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR-ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
O.1 | | APPROVAL OF THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 - DISCHARGE GRANTED TO THE DIRECTORS OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
O.2 | | APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
O.3 | | ALLOCATION OF INCOME FOR THE FINANCIAL YEAR 2019, SETTING OF THE DIVIDEND | | Management | | For | | For | | |
| | | | | |
O.4 | | OPTION FOR THE PAYMENT OF THE FINAL DIVIDEND FOR THE FINANCIAL YEAR 2019 IN SHARES | | Management | | For | | For | | |
| | | | | |
O.5 | | OPTION FOR THE PAYMENT OF THE INTERIM DIVIDEND FOR THE FINANCIAL YEAR 2020 IN SHARES | | Management | | For | | For | | |
| | | | | |
O.6 | | APPROVAL OF THE AGREEMENTS REFERRED TO IN ARTICLES L.225-38 OF THE FRENCH COMMERCIAL CODE | | Management | | For | | For | | |
| | | | | |
O.7 | | RENEWAL OF THE TERM OF OFFICE OF MR. NICOLAS URBAIN AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.8 | | RENEWAL OF THE TERM OF OFFICE OF MRS. CECILIA RAGUENEAU AS INDEPENDENT DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.9 | | APPROVAL OF THE COMPENSATION POLICY FOR THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
O.10 | | APPROVAL OF THE COMPENSATION POLICY FOR DIRECTORS OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
O.11 | | APPROVAL OF THE INFORMATION REFERRED TO IN ARTICLE L. 225-37-3, I OF THE FRENCH COMMERCIAL CODE | | Management | | For | | For | | |
| | | | | |
O.12 | | APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ALL KINDS PAID OR ALLOCATED FOR THE FINANCIAL YEAR 2019 TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER WITH RESPECT TO HIS TERM OF OFFICE | | Management | | For | | For | | |
| | | | | |
O.13 | | AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO TRADE IN THE COMPANY’S SHARES | | Management | | For | | For | | |
| | | | | |
E.14 | | AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE CAPITAL BY CANCELLING SHARES REPURCHASED BY THE COMPANY, WITHIN THE LIMIT OF 10% OF THE CAPITAL | | Management | | For | | For | | |
| | | | | |
E.15 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS IN ORDER (I) TO PROCEED, WITH RETENTION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT, WITH THE ISSUE OF COMMON SHARES OF THE COMPANY AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS, DIRECTLY OR INDIRECTLY, TO THE COMPANY’S CAPITAL, AND/OR (II) TO PROCEED WITH AN INCREASE IN THE COMPANY’S SHARE CAPITAL BY CAPITALIZATION OF RESERVES, PROFITS, PREMIUMS OR OTHERS | | Management | | For | | For | | |
| | | | | |
E.16 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS IN ORDER TO PROCEED, WITH CANCELLATION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT, WITH THE ISSUE OF COMMON SHARES OF THE COMPANY AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS, DIRECTLY OR INDIRECTLY, TO THE COMPANY’S CAPITAL, IN THE CONTEXT OF (A) PUBLIC OFFERING(S) OTHER THAN THOSE REFERRED TO IN ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE | | Management | | For | | For | | |
| | | | | |
E.17 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS IN ORDER TO PROCEED, WITH CANCELLATION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT, WITH THE ISSUE OF COMMON SHARES OF THE COMPANY AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS, DIRECTLY OR INDIRECTLY, TO THE COMPANY’S CAPITAL BY WAY OF A PUBLIC OFFERING AS REFERRED TO IN ARTICLE L.411-2, 1DECREE OF THE FRENCH MONETARY AND FINANCIAL CODE | | Management | | For | | For | | |
| | | | | |
E.18 | | AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS IN ORDER TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED IN THE EVENT OF AN ISSUE, WITH OR WITHOUT THE PRE-EMPTIVE SUBSCRIPTION RIGHT, OF TRANSFERABLE SECURITIES GRANTING ACCESS, DIRECTLY OR INDIRECTLY, TO THE COMPANY’S CAPITAL | | Management | | For | | For | | |
| | | | | |
E.19 | | AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS, IN THE EVENT OF AN ISSUE WITH CANCELLATION OF THE SHAREHOLDERS’ PRE- EMPTIVE SUBSCRIPTION RIGHT UNDER THE TERMS AND CONDITIONS OF THE SIXTEENTH AND SEVENTEENTH RESOLUTIONS, TO SET THE ISSUE PRICE, WITHIN THE LIMIT OF 10% OF THE CAPITAL, UNDER THE TERMS AND CONDITIONS SET BY THE GENERAL MEETING | | Management | | For | | For | | |
| | | | | |
E.20 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS IN ORDER TO PROCEED, WITHOUT THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT, WITH THE ISSUE OF COMMON SHARES OF THE COMPANY AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE COMPANY’S CAPITAL, IN COMPENSATION FOR SECURITIES CONTRIBUTED TO THE COMPANY IN THE CONTEXT OF A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY FOR THE SECURITIES OF ANOTHER COMPANY | | Management | | For | | For | | |
| | | | | |
E.21 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS IN ORDER TO PROCEED, WITHOUT THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT, WITH THE ISSUE OF COMMON SHARES OF THE COMPANY AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE COMPANY’S CAPITAL, IN COMPENSATION FOR CONTRIBUTIONS IN KIND CONSISTING OF EQUITY SECURITIES OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL OF OTHER COMPANIES | | Management | | For | | For | | |
| | | | | |
E.22 | | AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO GRANT FREE SHARES TO BENEFICIARIES TO BE DETERMINED AMONG EMPLOYEES AND EXECUTIVE CORPORATE OFFICERS, WITH CANCELLATION OF THE PRE- EMPTIVE SUBSCRIPTION RIGHT | | Management | | For | | For | | |
| | | | | |
E.23 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS IN ORDER TO PROCEED, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, WITH ONE OR MORE INCREASES IN THE SHARE CAPITAL RESERVED FOR EMPLOYEES | | Management | | For | | For | | |
| | | | | |
E.24 | | OVERALL LIMIT ON THE AMOUNT OF THE INCREASES IN THE COMPANY’S CAPITAL THAT MAY BE CARRIED OUT PURSUANT TO THE FIFTEENTH TO TWENTY-FIRST RESOLUTIONS AND THE TWENTY-THIRD RESOLUTION SUBMITTED TO THIS GENERAL MEETING | | Management | | For | | For | | |
| | | | | |
E.25 | | AMENDMENT TO ARTICLE 12 “DELIBERATIONS” OF THE BY-LAWS IN ORDER TO ALLOW THE BOARD OF DIRECTORS TO MAKE CERTAIN DECISIONS BY WRITTEN CONSULTATION WITH THE DIRECTORS PURSUANT TO LAW NO. 2019-744 OF 19 JULY 2019, KNOWN AS THE “SOIHILI” LAW, HAVING AMENDED ARTICLE L. 225-37 OF THE FRENCH COMMERCIAL CODE | | Management | | For | | For | | |
| | | | | |
E.26 | | ALIGNMENT OF ARTICLE 14 “COMPENSATIONS” OF THE BY-LAWS WITH THE LAW OF 22 MAY 2019 KNOWN AS THE “PACTE” AND ORDER NO. 2019-1234 OF 27 NOVEMBER 2019 RELATING TO THE COMPENSATION OF CORPORATE OFFICERS OF LISTED COMPANIES, HAVING AMENDED ARTICLE L. 225-45 OF THE FRENCH COMMERCIAL CODE | | Management | | For | | For | | |
| | | | | |
E.27 | | AMENDMENT TO ARTICLE 15 “ CENSORS” OF THE BY-LAWS IN ORDER TO REMOVE THE TERM “ATTENDANCE FEES” | | Management | | For | | For | | |
| | | | | |
E.28 | | AMENDMENT TO ARTICLE 20 “ORDINARY GENERAL MEETING” OF THE BY-LAWS IN ORDER TO REMOVE THE TERM “ATTENDANCE FEES” | | Management | | For | | For | | |
| | | | | |
E.29 | | POWERS TO CARRY OUT FORMALITIES | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1 | | TO RECEIVE THE ANNUAL ACCOUNTS AND REPORTS, INCLUDING THE REPORTS OF THE DIRECTORS AND AUDITOR FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
2 | | TO APPROVE THE DIRECTORS’ REMUNERATION REPORT AS SET OUT IN THE 2019 ANNUAL REPORT AND ACCOUNTS (OTHER THAN THE PART CONTAINING THE DIRECTORS’ REMUNERATION POLICY) FOR THE YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
3 | | TO APPROVE THE DIRECTORS’ REMUNERATION POLICY (CONTAINED IN THE DIRECTORS’ REMUNERATION REPORT), AS SET OUT IN THE 2019 ANNUAL REPORT AND ACCOUNTS | | Management | | For | | For | | |
| | | | | |
4 | | TO DECLARE A FINAL DIVIDEND OF 4.4P PER ORDINARY SHARE FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | Abstain | | Against | | |
| | | | | |
5 | | TO RE-APPOINT KPMG LLP AS AUDITOR OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY | | Management | | For | | For | | |
| | | | | |
6 | | TO AUTHORISE THE DIRECTORS TO AGREE THE REMUNERATION OF THE AUDITOR | | Management | | For | | For | | |
| | | | | |
7 | | TO ELECT ANDREW FISHER AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
8 | | TO ELECT AMIT TIWARI AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
9 | | TO RE-ELECT PETER BROOKS-JOHNSON AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
10 | | TO RE-ELECT ROBYN PERRISS AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
11 | | TO RE-ELECT JACQUELINE DE ROJAS AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
12 | | TO RE-ELECT RAKHI GOSS-CUSTARD AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
13 | | TO RE-ELECT ANDREW FINDLAY AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
14 | | TO RE-ELECT LORNA TILBIAN AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
15 | | THAT THE BOARD BE GENERALLY AND UNCONDITIONALLY AUTHORISED TO ALLOT SHARES IN THE COMPANY AND TO GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT ANY SECURITY INTO SHARES IN THE COMPANY UP TO A NOMINAL AMOUNT OF GBP 291,034 TO: (I) ORDINARY SHAREHOLDERS IN PROPORTION (AS NEARLY AS MAY BE PRACTICABLE) TO THEIR EXISTING HOLDINGS; AND (II) HOLDERS OF OTHER EQUITY SECURITIES AS REQUIRED BY THE RIGHTS OF THOSE SECURITIES OR AS THE BOARD OTHERWISE CONSIDERS NECESSARY, AND SO THAT THE BOARD MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS WHICH IT CONSIDERS NECESSARY OR APPROPRIATE TO DEAL WITH TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES, LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY OR ANY OTHER MATTER, SUCH AUTHORITY TO EXPIRE AT THE END OF THE NEXT AGM OF THE COMPANY (OR, IF EARLIER, AT THE CLOSE OF BUSINESS ON 4 AUGUST 2021), BUT IN EACH CASE, DURING THIS PERIOD THE COMPANY MAY MAKE OFFERS OR ENTER INTO AGREEMENTS WHICH WOULD, OR MIGHT, REQUIRE SHARES TO BE ALLOTTED OR RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES TO BE GRANTED AFTER THE AUTHORITY EXPIRES, AND THE BOARD MAY ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES IN PURSUANCE TO ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT EXPIRED | | Management | | For | | For | | |
| | | | | |
16 | | THAT IF RESOLUTION 15 IS PASSED, THE BOARD BE AUTHORISED TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE COMPANIES ACT 2006) FOR CASH UNDER THE AUTHORITY GIVEN BY THAT RESOLUTION AND/OR TO SELL ORDINARY SHARES HELD BY THE COMPANY AS TREASURY SHARES FOR CASH, AS IF SECTION 561 OF THE COMPANIES ACT 2006 DID NOT APPLY TO ANY SUCH ALLOTMENT OR SALE, SUCH AUTHORITY TO BE LIMITED: (I) TO THE ALLOTMENT OF EQUITY SECURITIES AND SALE OF TREASURY SHARES FOR CASH IN CONNECTION WITH AN OFFER OF, OR INVITATION TO APPLY FOR, EQUITY SECURITIES TO ORDINARY SHAREHOLDERS IN PROPORTION (AS NEARLY AS MAY BE PRACTICABLE) TO THEIR EXISTING HOLDINGS; AND (II) TO THE ALLOTMENT OF EQUITY SECURITIES OR SALE OF TREASURY SHARES (OTHERWISE THAN UNDER PARAGRAPH (I) ABOVE) UP TO A NOMINAL AMOUNT OF GBP 43,655, SUCH AUTHORITY TO EXPIRE AT THE END OF THE NEXT AGM OF THE COMPANY (OR, IF EARLIER, AT THE CLOSE OF BUSINESS ON 4 AUGUST 2021) BUT, IN ANY CASE, PRIOR TO ITS EXPIRY THE COMPANY MAY MAKE OFFERS, AND ENTER INTO AGREEMENTS, WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES TO BE ALLOTTED (AND TREASURY SHARES TO BE SOLD) AFTER THE AUTHORITY EXPIRES AND THE BOARD MAY ALLOT EQUITY SECURITIES (AND SELL TREASURY SHARES) UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT EXPIRED | | Management | | For | | For | | |
| | | | | |
17 | | THAT IF RESOLUTION 15 IS PASSED, IN ADDITION TO ANY AUTHORITY GRANTED UNDER RESOLUTION 16, THE BOARD BE AUTHORISED TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE COMPANIES ACT 2006) FOR CASH UNDER THE AUTHORITY GIVEN BY THAT RESOLUTION AND/OR TO SELL ORDINARY SHARES HELD BY THE COMPANY AS TREASURY SHARES FOR CASH AS IF SECTION 561 OF THE COMPANIES ACT 2006 DID NOT APPLY TO ANY SUCH ALLOTMENT OR SALE, SUCH AUTHORITY TO BE: (I) LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES AND SALE OF TREASURY SHARES UP TO A NOMINAL AMOUNT OF GBP 43,655; AND (II) USED FOR THE PURPOSES OF FINANCING (OR REFINANCING, IF THE AUTHORITY IS TO BE USED WITHIN SIX MONTHS AFTER THE ORIGINAL TRANSACTION) A TRANSACTION WHICH THE BOARD OF THE COMPANY DETERMINES TO BE AN ACQUISITION OR OTHER CAPITAL INVESTMENT OF A KIND CONTEMPLATED BY THE STATEMENT OF PRINCIPLES ON DISAPPLYING PRE-EMPTION RIGHTS PUBLISHED BY THE PRE-EMPTION GROUP PRIOR TO THE DATE OF THIS NOTICE, SUCH AUTHORITY TO EXPIRE AT THE END OF THE NEXT AGM OF THE COMPANY (OR, IF EARLIER, AT THE CLOSE OF BUSINESS ON 4 AUGUST 2021) BUT, IN ANY CASE, PRIOR TO ITS EXPIRY THE COMPANY MAY MAKE OFFERS, AND ENTER INTO AGREEMENTS, WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES TO BE ALLOTTED (AND TREASURY SHARES TO BE SOLD) AFTER THE AUTHORITY EXPIRES AND THE BOARD MAY ALLOT EQUITY SECURITIES (AND SELL TREASURY SHARES) UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT EXPIRED | | Management | | For | | For | | |
| | | | | |
18 | | THAT THE COMPANY BE AUTHORISED FOR THE PURPOSES OF SECTION 701 OF THE COMPANIES ACT 2006 TO MAKE ONE OR MORE MARKET PURCHASES (WITHIN THE MEANING OF SECTION 693(4) OF THE SAID ACT) OF ITS ORDINARY SHARES OF 0.1P EACH (‘ORDINARY SHARES’) SUCH POWER TO BE LIMITED: (I) TO A MAXIMUM NUMBER OF 87,310,212 ORDINARY SHARES; (II) BY THE CONDITION THAT THE MINIMUM PRICE WHICH MAY BE PAID FOR AN ORDINARY SHARE IS THE NOMINAL AMOUNT FOR THAT SHARE; (III) BY THE CONDITION THAT THE MAXIMUM PRICE WHICH MAY BE PAID FOR AN ORDINARY SHARE IS THE HIGHEST OF: (A) AN AMOUNT EQUAL TO 5 PERCENT ABOVE THE AVERAGE MARKET VALUE OF AN ORDINARY SHARE FOR THE FIVE BUSINESS DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH THAT ORDINARY SHARE IS CONTRACTED TO BE PURCHASED; AND (B) THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT INDEPENDENT BID ON THE TRADING VENUES WHERE THE PURCHASE IS CARRIED OUT, IN EACH CASE, EXCLUSIVE OF EXPENSES, SUCH AUTHORITY TO EXPIRE AT THE END OF THE NEXT AGM OF THE COMPANY (OR, IF EARLIER, AT THE CLOSE OF BUSINESS ON 4 AUGUST 2021) BUT IN EACH CASE SO THAT THE COMPANY MAY ENTER INTO A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE COMPLETED OR EXECUTED WHOLLY OR PARTLY AFTER THE POWER ENDS AND THE COMPANY MAY PURCHASE ORDINARY SHARES PURSUANT TO ANY SUCH CONTRACT AS IF THE POWER HAD NOT ENDED | | Management | | For | | For | | |
| | | | | |
19 | | THAT, IN ACCORDANCE WITH SECTION 366 AND 367 OF THE COMPANIES ACT 2006 THE COMPANY AND ALL COMPANIES THAT ARE ITS SUBSIDIARIES WHEN THIS RESOLUTION IS PASSED ARE AUTHORISED, IN AGGREGATE, TO: (I) MAKE POLITICAL DONATIONS TO POLITICAL PARTIES AND/OR INDEPENDENT ELECTION CANDIDATES NOT EXCEEDING GBP 50,000 IN TOTAL; (II) MAKE POLITICAL DONATIONS TO POLITICAL ORGANISATIONS OTHER THAN POLITICAL PARTIES NOT EXCEEDING GBP 50,000 IN TOTAL; AND (III) INCUR POLITICAL EXPENDITURE NOT EXCEEDING GBP 50,000 IN TOTAL, DURING THE PERIOD FROM THE PASSING OF THIS RESOLUTION UP TO AND INCLUDING THE CONCLUSION OF THE NEXT AGM OF THE COMPANY. FOR THE PURPOSES OF THIS RESOLUTION THE TERMS ‘POLITICAL DONATIONS’, ‘POLITICAL PARTIES’, ‘INDEPENDENT ELECTION CANDIDATES’, ‘POLITICAL ORGANISATION’ AND ‘POLITICAL EXPENDITURE’ HAVE THE MEANINGS GIVEN BY SECTIONS 363 TO 365 OF THE COMPANIES ACT 2006 | | Management | | For | | For | | |
| | | | | |
20 | | THAT A GENERAL MEETING OTHER THAN AN AGM MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS’ NOTICE | | Management | | For | | For | | |
| | | | | |
21 | | THAT THE RULES OF THE RIGHTMOVE 2020 PERFORMANCE SHARE PLAN (THE ‘2020 PSP’), A COPY OF THE DRAFT RULES OF WHICH HAS BEEN PRODUCED TO THE AGM AND INITIALED BY THE CHAIR (FOR THE PURPOSE OF IDENTIFICATION ONLY) AND A SUMMARY OF THE MAIN PROVISIONS OF WHICH IS SET OUT IN APPENDIX 2 TO THE NOTICE OF AGM, BE AND ARE HEREBY APPROVED AND THE DIRECTORS BE AUTHORISED TO MAKE SUCH MODIFICATIONS TO THE 2020 PSP AS THEY MAY CONSIDER APPROPRIATE TO TAKE ACCOUNT OF THE REQUIREMENTS OF BEST PRACTICE AND FOR THE IMPLEMENTATION OF THE 2020 PSP AND TO ADOPT THE 2020 PSP AS SO MODIFIED AND TO DO ALL SUCH OTHER ACTS AND THINGS AS THEY MAY CONSIDER APPROPRIATE TO IMPLEMENT THE 2020 PSP | | Management | | For | | For | | |
| | | | | |
CMMT | | 20 APR 2020: PLEASE DO NOT VOTE ON THE RESOLUTION 4, SINCE IT IS NO LONGER A-PART OF THIS MEETING | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 20 APR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST VOTE IF THE MEETING-REQUIRES APPROVAL FROM THE MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION | | Non-Voting | | | | | | |
| | | | | |
CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 306393 DUE TO RESOLUTION-17 IS NOT A SPLIT ITEM. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE-DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE-REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE-EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND-YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE-ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS-SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
1 | | OPENING OF THE MEETING | | Non-Voting | | | | | | |
| | | | | |
2 | | ELECTION OF CHAIRMAN OF THE MEETING: BJORN KRISTIANSSON, KANTER ADVOKATBYRA | | Non-Voting | | | | | | |
| | | | | |
3 | | PREPARATION AND APPROVAL OF THE VOTING LIST | | Non-Voting | | | | | | |
| | | | | |
4 | | APPROVAL OF THE AGENDA | | Non-Voting | | | | | | |
| | | | | |
5 | | ELECTION OF PERSONS TO ATTEST THE ACCURACY OF THE MINUTES (AND TO COUNT-VOTES) | | Non-Voting | | | | | | |
| | | | | |
6 | | DETERMINATION OF WHETHER THE MEETING HAS BEEN DULY CONVENED | | Non-Voting | | | | | | |
| | | | | |
7 | | PRESENTATION BY THE CEO | | Non-Voting | | | | | | |
| | | | | |
8 | | SUBMISSION OF THE ANNUAL ACCOUNTS AND THE AUDITOR’S REPORT, AND CONSOLIDATED-ACCOUNTS AND AUDITOR’S REPORT ON THE CONSOLIDATED ACCOUNTS, FOR THE FINANCIAL-YEAR 2019 | | Non-Voting | | | | | | |
| | | | | |
9 | | RESOLUTION ON ADOPTION OF PROFIT AND LOSS STATEMENT AND BALANCE SHEET AND CONSOLIDATED PROFIT AND LOSS STATEMENT AND CONSOLIDATED BALANCE SHEET | | Management | | No Action | | | | |
| | | | | |
10 | | RESOLUTION ON APPROPRIATION OF PROFIT | | Management | | No Action | | | | |
| | | | | |
11 | | RESOLUTION REGARDING DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE BOARD AND THE CEO FOR THE ADMINISTRATION DURING 2019 | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT RESOLUTIONS 12-15 ARE PROPOSED BY NOMINATION COMMITTEE AND-BOARD DOES NOT MAKE ANY RECOMMENDATION ON THIS PROPOSAL. THE STANDING- INSTRUCTIONS ARE DISABLED FOR THIS MEETING | | Non-Voting | | | | | | |
| | | | | |
12 | | DETERMINATION OF THE NUMBER OF BOARD MEMBERS AND DEPUTY BOARD MEMBERS: 9 BOARD MEMBERS AND 0 DEPUTY MEMBERS | | Management | | No Action | | | | |
| | | | | |
13 | | DETERMINATION OF REMUNERATION TO THE MEMBERS OF THE BOARD AND FEE TO THE AUDITOR | | Management | | No Action | | | | |
| | | | | |
14 | | ELECTION OF BOARD MEMBERS AND DEPUTY BOARD MEMBERS AS WELL AS CHAIRMAN OF THE BOARD: LIV FIKSDAHL, PER E. LARSSON (CHAIRMAN), HANS LARSSON, KRISTOFFER MELINDER, ANDREAS NASVIK , MAGDALENA PERSOON, ANDRES RUBIO, RAGNHILD WIBORG AND MAGNUS YNGEN (VICE-CHAIRMAN) AS DIRECTORS | | Management | | No Action | | | | |
| | | | | |
15 | | ELECTION OF AUDITOR: ERNST & YOUNG AB | | Management | | No Action | | | | |
| | | | | |
16 | | RESOLUTION REGARDING GUIDELINES FOR REMUNERATION AND OTHER TERMS OF EMPLOYMENT FOR KEY EXECUTIVES | | Management | | No Action | | | | |
| | | | | |
17 | | RESOLUTION REGARDING LONG-TERM INCENTIVE PROGRAM 2020 AND AUTHORIZATION FOR THE BOARD TO RESOLVE ON ACQUISITION AND TRANSFER OF OWN SHARES | | Management | | No Action | | | | |
| | | | | |
18 | | RESOLUTION REGARDING AUTHORIZATION FOR THE BOARD TO RESOLVE ON ACQUISITION AND TRANSFER OF OWN SHARES | | Management | | No Action | | | | |
| | | | | |
19 | | RESOLUTION REGARDING AMENDMENT TO SECTION 10 OF THE ARTICLES OF ASSOCIATION | | Management | | No Action | | | | |
| | | | | |
20.A | | RESOLUTION TO REDUCE THE SHARE CAPITAL BY WAY OF CANCELLATION OF REPURCHASED SHARES | | Management | | No Action | | | | |
| | | | | |
20.B | | RESOLUTION TO INCREASE THE SHARE CAPITAL BY WAY OF A BONUS ISSUE | | Management | | No Action | | | | |
| | | | | |
20.C | | RESOLUTION TO REDUCE THE SHARE CAPITAL BY WAY OF CANCELLATION OF REPURCHASED SHARES | | Management | | No Action | | | | |
| | | | | |
21 | | CONCLUSION OF THE MEETING | | Non-Voting | | | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A-FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE-GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED-INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | FOLLOWING CHANGES IN THE FORMAT OF PROXY CARDS FOR FRENCH MEETINGS, ABSTAIN-IS NOW A VALID VOTING OPTION. FOR ANY ADDITIONAL ITEMS RAISED AT THE MEETING-THE VOTING OPTION WILL DEFAULT TO ‘AGAINST’, OR FOR POSITIONS WHERE THE PROXY-CARD IS NOT COMPLETED BY BROADRIDGE, TO THE PREFERENCE OF YOUR CUSTODIAN. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 29 MAY 2020: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS-AVAILABLE BY CLICKING ON THE MATERIAL URL LINK:- https://www.journal- officiel.gouv.fr/balo/document/202005062001294-55 AND-https://www.journal- officiel.gouv.fr/balo/document/202005292002016-65; PLEASE-NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK. IF YOU-HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE-TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
O.1 | | APPROVAL OF THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 AND APPROVAL OF NON- DEDUCTIBLE EXPENSES AND COSTS | | Management | | For | | For | | |
| | | | | |
O.2 | | APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
O.3 | | ALLOCATION OF INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
O.4 | | THE STATUTORY AUDITORS’ SPECIAL REPORT ON THE REGULATED AGREEMENTS AND COMMITMENTS AND APPROVAL OF A NEW AGREEMENT | | Management | | For | | For | | |
| | | | | |
O.5 | | RENEWAL OF THE TERM OF OFFICE OF MRS. EVELYNE FELDMAN AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.6 | | RENEWAL OF THE TERM OF OFFICE OF MR. PHILIPPE TRIBADEAU AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.7 | | FIXED ANNUAL AMOUNT TO BE ALLOCATED TO THE MEMBERS OF THE BOARD | | Management | | For | | For | | |
| | | | | |
O.8 | | APPROVAL OF THE DIRECTORS’ COMPENSATION POLICY | | Management | | For | | For | | |
| | | | | |
O.9 | | APPROVAL OF THE COMPENSATION POLICY FOR THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER | | Management | | Against | | Against | | |
| | | | | |
O.10 | | APPROVAL OF THE COMPENSATION POLICY FOR THE DEPUTY CHIEF EXECUTIVE OFFICERS | | Management | | For | | For | | |
| | | | | |
O.11 | | APPROVAL OF THE INFORMATION REFERRED TO IN SECTION I OF ARTICLE L.225-37-3 OF THE FRENCH COMMERCIAL CODE RELATING TO THE COMPENSATION OF THE COMPANY’S CORPORATE OFFICERS | | Management | | For | | For | | |
| | | | | |
O.12 | | APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL ITEMS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING THE PREVIOUS FINANCIAL YEAR OR ALLOCATED IN RESPECT OF THE SAME FINANCIAL YEAR TO MR. SIMON AZOULAY, CHAIRMAN AND CHIEF EXECUTIVE OFFICER | | Management | | For | | For | | |
| | | | | |
O.13 | | APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL ITEMS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING THE PREVIOUS FINANCIAL YEAR OR ALLOCATED IN RESPECT OF THE SAME FINANCIAL YEAR TO MR. GERALD ATTIA, DEPUTY CHIEF EXECUTIVE OFFICER | | Management | | For | | For | | |
| | | | | |
O.14 | | APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL ITEMS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING THE PREVIOUS FINANCIAL YEAR OR ALLOCATED IN RESPECT OF THE SAME FINANCIAL YEAR TO MR. PIERRE MARCEL, DEPUTY CHIEF EXECUTIVE OFFICER | | Management | | For | | For | | |
| | | | | |
O.15 | | AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO FOR THE COMPANY TO REPURCHASE ITS OWN SHARES UNDER THE PROVISIONS OF ARTICLE L. 225-209 OF THE FRENCH COMMERCIAL CODE | | Management | | For | | For | | |
| | | | | |
E.16 | | AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO GRANT FREE SHARES TO EMPLOYEES AND CERTAIN CORPORATE OFFICERS OF THE COMPANY AND/OR RELATED COMPANIES OR ECONOMIC INTEREST GROUPINGS | | Management | | For | | For | | |
| | | | | |
E.17 | | AMENDMENT TO ARTICLE 16 OF THE BYLAWS CONCERNING DIRECTORS REPRESENTING EMPLOYEES ON THE BOARD OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
E.18 | | AMENDMENT TO ARTICLE 18 OF THE BYLAWS TO PROVIDE FOR WRITTEN CONSULTATION OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
E.19 | | HARMONIZATION OF THE BYLAWS | | Management | | For | | For | | |
| | | | | |
E.20 | | TEXTUAL REFERENCES APPLICABLE IN THE EVENT OF A CHANGE OF CODIFICATION | | Management | | For | | For | | |
| | | | | |
E.21 | | POWERS TO CARRY OUT FORMALITIES | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
1 | | TO RECEIVE AND CONSIDER THE COMPANY’S AUDITED FINANCIAL STATEMENTS, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
2 | | THAT LORD ANTHONY TUDOR ST JOHN, WHO RETIRES AS A DIRECTOR AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-ELECTION AT THE AGM, BE RE-ELECTED | | Management | | For | | For | | |
| | | | | |
3 | | THAT DR. HEND EL-SHERBINI, WHO RETIRES AS A DIRECTOR AND, BEING ELIGIBLE, OFFERS HERSELF FOR RE-ELECTION AT THE AGM, BE RE-ELECTED | | Management | | For | | For | | |
| | | | | |
4 | | THAT RICHARD HENRY PHILLIPS, WHO RETIRES AS A DIRECTOR AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-ELECTION AT THE AGM, BE RE- ELECTED | | Management | | For | | For | | |
| | | | | |
5 | | THAT JAMES PATRICK NOLAN, WHO RETIRES AS A DIRECTOR AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-ELECTION AT THE AGM, BE RE-ELECTED | | Management | | For | | For | | |
| | | | | |
6 | | THAT DAN JOHAN WILMAR OLSSON, WHO RETIRES AS A DIRECTOR AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-ELECTION AT THE AGM, BE RE-ELECTED | | Management | | For | | For | | |
| | | | | |
7 | | THAT HUSSEIN HASSAN CHOUCRI, WHO RETIRES AS A DIRECTOR AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-ELECTION AT THE AGM, BE RE- ELECTED | | Management | | Against | | Against | | |
| | | | | |
8 | | TO RE-APPOINT KPMG LLP AS AUDITOR TO HOLD OFFICE FROM THE CONCLUSION OF THIS MEETING UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY | | Management | | For | | For | | |
| | | | | |
9 | | TO AUTHORISE THE DIRECTORS TO DETERMINE THE AUDITOR’S REMUNERATION | | Management | | For | | For | | |
| | | | | |
10 | | THAT, IN SUBSTITUTION FOR ALL EXISTING AND UNEXERCISED AUTHORITIES AND POWERS, THE DIRECTORS OF THE COMPANY BE AND THEY ARE HEREBY GENERALLY AND UNCONDITIONALLY AUTHORISED FOR THE PURPOSE OF ARTICLE 12 OF THE ARTICLES OF ASSOCIATION TO EXERCISE ALL OR ANY OF THE POWERS OF THE COMPANY TO ISSUE AND ALLOT OR AGREE TO ISSUE AND ALLOT EQUITY SECURITIES OF THE COMPANY OR TO GRANT RIGHTS TO SUBSCRIBE FOR, OR TO CONVERT ANY SECURITY INTO, EQUITY SECURITIES OF THE COMPANY UP TO 49,500,000 ORDINARY USD 1.00 SHARES, BEING APPROXIMATELY 33 PER CENT OF THE CURRENT ISSUED SHARE CAPITAL OF THE COMPANY (THE AUTHORISED ALLOTMENT AMOUNT), TO SUCH PERSONS AT SUCH TIMES AND GENERALLY ON SUCH TERMS AND CONDITIONS AS THE DIRECTORS MAY DETERMINE (SUBJECT ALWAYS TO THE ARTICLES OF ASSOCIATION). PROVIDED THAT, THIS AUTHORITY SHALL, UNLESS PREVIOUSLY RENEWED, VARIED OR REVOKED BY THE COMPANY IN GENERAL MEETING, EXPIRE AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING SAVE THAT THE DIRECTORS OF THE COMPANY MAY ISSUE AND ALLOT OR AGREE TO ISSUE AND ALLOT EQUITY SECURITIES, NOTWITHSTANDING THAT THIS AUTHORITY HAS EXPIRED, IF THEY ARE ALLOTTED IN PURSUANCE OF AN OFFER OR AGREEMENT MADE BY THE COMPANY BEFORE THIS AUTHORITY EXPIRES, WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED AFTER THIS AUTHORITY EXPIRES | | Management | | Against | | Against | | |
| | | | | |
11 | | THAT PURSUANT TO ARTICLE 58A (1)(B) OF THE COMPANIES (JERSEY) LAW 1991, THE HOLDING BY THE COMPANY OF THE EQUITY SECURITIES PURCHASED TO THE AUTHORITY CONFERRED BY RESOLUTION 14 AS TREASURY SHARES IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES (JERSEY) LAW 1991 BE APPROVED | | Management | | For | | For | | |
| | | | | |
12 | | THAT THE EXECUTION AND DELIVERY BY THE COMPANY OF ANY DOCUMENTS THAT ARE NECESSARY OR EXPEDIENT IN CONNECTION WITH THE COMPANY HOLDING THE EQUITY SECURITIES PURCHASED PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 14 AS TREASURY SHARES BE APPROVED | | Management | | For | | For | | |
| | | | | |
13 | | TO CONSIDER AND, IF THOUGHT FIT, PASS THE FOLLOWING RESOLUTION WHICH, IN ACCORDANCE WITH ARTICLE 3 OF THE COMPANY’S ARTICLES OF ASSOCIATION WILL REQUIRE A MAJORITY OF THREE-FOURTHS OF THE MEMBERS VOTING IN PERSON OR BY PROXY ON THIS RESOLUTION TO BE PASSED: THAT, SUBJECT TO AND CONDITIONAL UPON THE PASSING OF THE RESOLUTION NUMBERED 10 IN THE NOTICE CONVENING THE MEETING AT WHICH THIS RESOLUTION WAS PROPOSED AND IN SUBSTITUTION FOR ALL EXISTING AND UNEXERCISED AUTHORITIES AND POWERS, THE DIRECTORS OF THE COMPANY BE AND ARE HEREBY EMPOWERED GENERALLY AND UNCONDITIONALLY PURSUANT TO ARTICLE 12.4 OF THE ARTICLES OF ASSOCIATION TO ALLOT EQUITY SECURITIES (WHETHER DIRECTLY, OR BY WAY OF OPTIONS, WARRANTS, CONVERTIBLE INSTRUMENTS OR OTHER GRANT OF RIGHTS FOR EQUITY SECURITIES CONVERTIBLE UPON EXERCISE OF SUCH OPTIONS, WARRANTS, CONVERTIBLE INSTRUMENTS OR OTHER GRANT OF RIGHTS) PURSUANT TO THE AUTHORITY CONFERRED UPON THEM BY RESOLUTION 13, SUCH THAT ARTICLE 13.1 OF THE ARTICLES OF ASSOCIATION SHALL NOT APPLY TO THE ALLOTMENT, PROVIDED THAT THIS AUTHORITY AND POWER SHALL BE LIMITED TO: (I) THE ALLOTMENT OF EQUITY SECURITIES IN CONNECTION WITH A RIGHTS ISSUE OR SIMILAR OFFER IN FAVOUR OF ORDINARY SHAREHOLDERS WHERE THE EQUITY SECURITIES RESPECTIVELY ATTRIBUTABLE TO THE INTEREST OF ALL ORDINARY SHAREHOLDERS ARE PROPORTIONATE (AS NEARLY AS MAY BE) TO THE RESPECTIVE NUMBERS OF ORDINARY SHARES HELD BY THEM SUBJECT ONLY TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE DIRECTORS OF THE COMPANY MAY CONSIDER APPROPRIATE TO DEAL WITH FRACTIONAL ENTITLEMENTS, TREASURY SHARES, RECORD DATES OR LEGAL AND PRACTICAL DIFFICULTIES UNDER THE LAWS OF, OR THE REQUIREMENTS OF ANY RECOGNISED REGULATORY BODY OF, ANY TERRITORY; (II) THE ALLOTMENT (OTHERWISE THAN PURSUANT TO SUB-PARAGRAPH (I) ABOVE) OF UP TO 7,500,000 ORDINARY USD 1.00 SHARES, REPRESENTING APPROXIMATELY 5 PER CENT OF THE CURRENT ISSUED SHARE CAPITAL OF THE COMPANY (THE NON PRE-EMPTIVE AMOUNT); AND THIS AUTHORITY SHALL, UNLESS PREVIOUSLY RENEWED, VARIED OR REVOKED BY THE COMPANY IN GENERAL MEETING, EXPIRE AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING SAVE THAT THE DIRECTORS OF THE COMPANY MAY ALLOT EQUITY SECURITIES OR RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO EQUITY SECURITIES NOTWITHSTANDING THAT THIS AUTHORITY HAS EXPIRED, IF THEY ARE ALLOTTED IN PURSUANCE OF AN OFFER OR AGREEMENT MADE BY THE COMPANY BEFORE THIS AUTHORITY EXPIRES, WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED AFTER THIS AUTHORITY EXPIRES | | Management | | For | | For | | |
| | | | | |
14 | | TO CONSIDER AND, IF THOUGHT FIT, PASS THE FOLLOWING RESOLUTION WHICH, IN ACCORDANCE WITH ARTICLE 3 OF THE COMPANY’S ARTICLES OF ASSOCIATION WILL REQUIRE A MAJORITY OF THREE-FOURTHS OF THE MEMBERS VOTING IN PERSON OR BY PROXY ON THIS RESOLUTION TO BE PASSED: THAT THE COMPANY IS HEREBY GENERALLY AND UNCONDITIONALLY AUTHORISED PURSUANT TO ARTICLE 57 OF THE COMPANIES (JERSEY) LAW 1991 TO MAKE MARKET PURCHASES OF EQUITY SECURITIES IN THE CAPITAL OF THE COMPANY ON SUCH TERMS AND IN SUCH MANNER AS THE DIRECTORS SHALL DETERMINE PROVIDED THAT: (I) THE MAXIMUM NUMBER OF EQUITY SECURITIES AUTHORISED TO BE PURCHASED IS 15,000,000, REPRESENTING UP TO 10 PER CENT OF THE SUM OF THE ISSUED ORDINARY SHARE CAPITAL OF THE COMPANY AS AT THE DATE OF THIS CIRCULAR; (II) THE MINIMUM PRICE WHICH MAY BE PAID FOR EACH EQUITY SECURITY IS USD 1.00; (III) THE MAXIMUM PRICE (EXCLUSIVE OF EXPENSES) WHICH MAY BE PAID FOR EACH EQUITY SECURITY IS, IN RESPECT OF A SHARE CONTRACTED TO BE PURCHASED ON ANY DAY, AN AMOUNT EQUAL TO THE HIGHER OF: (I) 105 PER CENT OF THE AVERAGE OF THE CLOSING MIDDLE MARKET QUOTATIONS FOR THE EQUITY SECURITIES TAKEN FROM THE DAILY OFFICIAL LIST OF THE LONDON STOCK EXCHANGE FOR THE FIVE BUSINESS DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH THAT EQUITY SECURITY IS TO BE PURCHASED; AND (II) THE HIGHER OF THE LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT INDEPENDENT BID FOR THE EQUITY SECURITY ON THE LONDON STOCK EXCHANGE AT THE RELEVANT TIME; (IV) THIS AUTHORITY WILL (UNLESS PREVIOUSLY RENEWED, VARIED OR REVOKED BY THE COMPANY IN GENERAL MEETING) EXPIRE AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY HELD AFTER THE DATE ON WHICH THIS RESOLUTION IS PASSED OR, IF EARLIER, AT CLOSE OF BUSINESS ON THE DAY FALLING 15 MONTHS AFTER THAT DATE; AND (V) THE COMPANY MAY MAKE A CONTRACT TO PURCHASE EQUITY SECURITIES UNDER THIS AUTHORITY BEFORE THIS AUTHORITY EXPIRES WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER ITS EXPIRATION | | Management | | For | | For | | |
Harding, Loevner Funds, Inc. - Global Equity Research Portfolio
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | PLEASE NOTE THAT FOLLOWING THE AMENDMENT TO PARAGRAPH 21 OF THE SECURITIES-TRADE ACT ON 9TH JULY 2015 AND THE OVER-RULING OF THE DISTRICT COURT IN-COLOGNE JUDGMENT FROM 6TH JUNE 2012 THE VOTING PROCESS HAS NOW CHANGED WITH-REGARD TO THE GERMAN REGISTERED SHARES. AS A RESULT, IT IS NOW THE-RESPONSIBILITY OF THE END-INVESTOR (I.E. FINAL BENEFICIARY) AND NOT THE-INTERMEDIARY TO DISCLOSE RESPECTIVE FINAL BENEFICIARY VOTING RIGHTS THEREFORE-THE CUSTODIAN BANK / AGENT IN THE MARKET WILL BE SENDING THE VOTING DIRECTLY-TO MARKET AND IT IS THE END INVESTORS RESPONSIBILITY TO ENSURE THE- REGISTRATION ELEMENT IS COMPLETE WITH THE ISSUER DIRECTLY, SHOULD THEY HOLD-MORE THAN 3 % OF THE TOTAL SHARE CAPITAL | | Non-Voting | | | | | | |
| | | | | |
CMMT | | THE VOTE/REGISTRATION DEADLINE AS DISPLAYED ON PROXYEDGE IS SUBJECT TO CHANGE-AND WILL BE UPDATED AS SOON AS BROADRIDGE RECEIVES CONFIRMATION FROM THE SUB-CUSTODIANS REGARDING THEIR INSTRUCTION DEADLINE. FOR ANY QUERIES PLEASE-CONTACT YOUR CLIENT SERVICES REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN- CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE- NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS-AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS-NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR-QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS- USUAL. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
CMMT | | COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 05.02.2020. FURTHER INFORMATION ON-COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER-TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE-ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES-DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN-THE BALLOT ON PROXYEDGE. | | Non-Voting | | | | | | |
| | | | | |
1 | | PRESENTATION OF THE FINANCIAL STATEMENTS AND ANNUAL REPORTS: PRESENTATION OF-THE FINANCIAL STATEMENTS AND ANNUAL REPORT FOR THE 2019 FINANCIAL YEAR WITH-THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND GROUP-ANNUAL REPORT | | Non-Voting | | | | | | |
| | | | | |
2 | | RESOLUTION ON THE APPROPRIATION OF THE DISTRIBUTABLE PROFIT THE DISTRIBUTABLE PROFIT OF EUR 337,684,699.17 SHALL BE APPROPRIATED AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 0.27 PER DIVIDEND-ENTITLED NO-PAR SHARE EUR 1,466,556.84 SHALL BE ALLOCATED TO THE OTHER REVENUE RESERVES EX-DIVIDEND DATE: FEBRUARY 21, 2020 PAYABLE DATE: FEBRUARY 25, 2020 | | Management | | For | | For | | |
| | | | | |
3 | | RATIFICATION OF THE ACTS OF THE BOARD OF MDS | | Management | | For | | For | | |
| | | | | |
4 | | RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD | | Management | | For | | For | | |
| | | | | |
5 | | APPOINTMENT OF AUDITORS THE FOLLOWING ACCOUNTANTS SHALL BE APPOINTED AS AUDITORS AND GROUP AUDITORS FOR THE 2020 FINANCIAL YEAR: KPMG AG, MUNICH | | Management | | For | | For | | |
| | | | | |
6.A | | ELECTIONS TO THE SUPERVISORY BOARD: XIAOQUN CLEVER | | Management | | For | | For | | |
| | | | | |
6.B | | ELECTIONS TO THE SUPERVISORY BOARD: FRIEDRICH EICHINER | | Management | | For | | For | | |
| | | | | |
6.C | | ELECTIONS TO THE SUPERVISORY BOARD: HANS-ULRICH HOLDENRIED | | Management | | For | | For | | |
| | | | | |
6.D | | ELECTIONS TO THE SUPERVISORY BOARD: MANFRED PUFFER | | Management | | For | | For | | |
| | | | | |
6.E | | ELECTIONS TO THE SUPERVISORY BOARD: ULRICH SPIESSHOFER | | Management | | For | | For | | |
| | | | | |
6.F | | ELECTIONS TO THE SUPERVISORY BOARD: MARGRET SUCKALE | | Management | | For | | For | | |
| | | | | |
7 | | REVOCATION OF THE CONTINGENT CAPITAL 2010/I AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION THE EXISTING CONTINGENT CAPITAL 2010/I SHALL BE REVOKED | | Management | | For | | For | | |
| | | | | |
8 | | CREATION OF A NEW AUTHORIZED CAPITAL 2020/I AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION THE BOARD OF MDS SHALL BE AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE SHARE CAPITAL BY UP TO EUR 750,000,000 THROUGH THE ISSUE OF NEW REGISTERED NO- PAR SHARES AGAINST CONTRIBUTIONS IN CASH AND/OR KIND, ON OR BEFORE FEBRUARY 19, 2025 (AUTHORIZED CAPITAL 2020/I). SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR IN THE FOLLOWING CASES: - RESIDUAL AMOUNTS HAVE BEEN EXCLUDED FROM SUBSCRIPTION RIGHTS,–HOLDERS OF CONVERSION AND/OR OPTION RIGHTS HAVE BEEN GRANTED SUBSCRIP-TION RIGHTS,–SHARES HAVE BEEN ISSUED AGAINST CONTRIBUTIONS IN CASH AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE AND THE CAPITAL INCREASE DOES NOT EXCEED 10 PERCENT OF THE SHARE CAPITAL, - SHARES HAVE BEEN ISSUED AGAINST CONTRIBUTIONS IN KIND FOR ACQUISITION PURPOSES,–SHARES HAVE BEEN ISSUED FOR THE PAYMENT OF SCRIP DIVIDENDS | | Management | | For | | For | | |
| | | | | |
9 | | REVOCATION OF THE EXISTING AUTHORIZATION TO ISSUE CONVERTIBLE BONDS AND/OR WARRANT BONDS, A NEW AUTHORIZATION TO ISSUE CONVERTIBLE BONDS AND/OR WARRANT BONDS, THE REVOCATION OF THE CONTINGENT CAPITAL 2018, THE CREATION OF A NEW CONTINGENT CAPITAL 2020/I, AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION THE EXISTING AUTHORIZATION GIVEN BY THE SHAREHOLDERS’ MEETING OF FEBRUARY 22, 2018, TO ISSUE BONDS AND THE CORRESPONDING CONTINGENT CAPITAL 2018 SHALL BE REVOKED. THE BOARD OF MDS SHALL BE AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE BEARER OR REGISTERED CONVERTIBLE BONDS AND/OR WARRANT BONDS (REFERRED TO IN THE FOLLOWING AS ‘BONDS’) OF UP TO EUR 4,000,000,000, CONFERRING CONVERSION OR OPTION RIGHTS FOR SHARES OF THE COMPANY, ON OR BEFORE FEBRUARY 19, 2025. SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR IN THE FOLLOWING CASES:–BONDS HAVE BEEN ISSUED AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE AND CONFER CONVERSION OR OPTION RIGHTS FOR SHARES OF THE COMPANY OF UP TO 10 PERCENT OF THE SHARE CAPITAL,–RESIDUAL AMOUNTS HAVE BEEN EXCLUDED FROM SUBSCRIPTION RIGHTS, - HOLDERS OF CONVERSION OR OPTION RIGHTS HAVE BEEN GRANTED SUBSCRIPTION RIGHTS, BONDS HAVE BEEN ISSUED AGAINST CONTRIBUTIONS IN KIND. THE COMPANY’S SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO EUR 260,000,000 THROUGH THE ISSUE OF UP TO 130,000,000 NEW REGISTERED NO-PAR SHARES, INSOFAR AS CONVERSION OR OPTION RIGHTS ARE EXERCISED (CONTINGENT CAPITAL 2020/I) | | Management | | For | | For | | |
| | | | | | | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 20 MAR 2020. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
CMMT | | SHAREHOLDERS HOLDING LESS THAN 600 SHARES (MINIMUM AMOUNT TO ATTEND THE-MEETING) MAY GRANT A PROXY TO ANOTHER SHAREHOLDER ENTITLED TO LEGAL-ASSISTANCE OR GROUP THEM TO REACH AT LEAST THAT NUMBER, GIVING REPRESENTATION-TO A SHAREHOLDER OF THE GROUPED OR OTHER PERSONAL SHAREHOLDER ENTITLED TO-ATTEND THE MEETING | | Non-Voting | | | | | | |
| | | | | |
1 | | REVIEW AND APPROVAL OF THE SEPARATE FINANCIAL STATEMENTS (BALANCE SHEET, INCOME STATEMENT, STATEMENT OF CHANGES IN EQUITY, STATEMENT OF CASH FLOWS AND THE NOTES TO THE FINANCIAL STATEMENTS) AND MANAGEMENT REPORT OF BANKINTER, S.A., AND THE CONSOLIDATED FINANCIAL STATEMENTS AND MANAGEMENT REPORT OF THE CONSOLIDATED GROUP FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
2 | | REVIEW AND APPROVAL OF THE NON-FINANCIAL STATEMENT IN ACCORDANCE WITH LAW 11/2018, OF 28 DECEMBER | | Management | | For | | For | | |
| | | | | |
3 | | REVIEW AND APPROVAL OF THE BOARD OF DIRECTORS’ MANAGEMENT AND PERFORMANCE DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
4 | | REVIEW AND APPROVAL OF THE PROPOSED DISTRIBUTION OF EARNINGS AND DIVIDENDS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
5 | | RE-ELECTION OF THE AUDITOR OF THE COMPANY AND THE CONSOLIDATED GROUP FOR 2020: TO RE-ELECT, AS THE AUDITOR OF BANKINTER, S.A. AND ITS CONSOLIDATED GROUP FOR 2020, PRICEWATERHOUSECOOPERS AUDITORES, S.L. WITH REGISTERED OFFICE AT TORRE PWC, PASEO DE LA CASTELLANA 259 B, MADRID, TAX ID NUMBER B-79031290, REGISTERED IN SPAIN’S OFFICIAL REGISTRY OF AUDITORS UNDER S-0242 AND THE MADRID COMPANIES REGISTRY ON PAGE 87250-1, FOLIO 75, VOLUME 9267, BOOK 8054, SECTION 3, PURSUANT TO A PROPOSAL BY THE AUDIT AND REGULATORY COMPLIANCE COMMITTEE SUBMITTED TO AND APPROVED BY THE BOARD OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
6.1 | | APPOINTMENT OF FERNANDO JOSE FRANCES PONS INDEPENDENT EXTERNAL DIRECTOR | | Management | | For | | For | | |
| | | | | |
6.2 | | ESTABLISHMENT OF THE NUMBER OF DIRECTORS: | | Management | | For | | For | | |
| | | | | |
| | 11 | | | | | | | | |
| | | | | |
7 | | APPROVAL OF THE DISTRIBUTION IN KIND TO SHAREHOLDERS OF THE ENTIRE SHARE PREMIUM BY DELIVERING SHARES OF LINEA DIRECTA ASEGURADORA (LDA), SUBJECT TO PERTINENT REGULATORY AUTHORISATIONS | | Management | | For | | For | | |
| | | | | |
8 | | APPROVAL OF A RESTRICTED CAPITALISATION RESERVE PURSUANT TO ARTICLE 25.1.B) OF LAW 27/2014 OF 27 NOVEMBER ON CORPORATE INCOME TAX | | Management | | For | | For | | |
| | | | | |
9 | | AUTHORISATION OF THE BOARD OF DIRECTORS, WITH EXPRESS AUTHORITY TO DELEGATE SUCH POWER TO THE EXECUTIVE COMMITTEE, FOR THE DERIVATIVE ACQUISITION OF TREASURY SHARES BY THE COMPANY AND/OR ITS SUBSIDIARIES, UNDER THE TERMS AND CONDITIONS ESTABLISHED IN APPLICABLE LEGISLATION, WITH EXPRESS POWER TO DISPOSE OF OR REDEEM SUCH SHARES THROUGH A REDUCTION IN THE AMOUNT OF SHARE CAPITAL, CANCELLING THE POWER DELEGATED BY THE SHAREHOLDERS AT PREVIOUS GENERAL MEETINGS TO THE EXTENT OF THE UNUSED AMOUNT | | Management | | For | | For | | |
| | | | | |
10.1 | | APPROVAL OF THE AMENDMENT TO THE DIRECTOR REMUNERATION POLICY | | Management | | For | | For | | |
| | | | | |
10.2 | | APPROVAL OF THE DELIVERY OF SHARES TO THE EXECUTIVE DIRECTORS FOR THEIR EXECUTIVE DUTIES, AND TO SENIOR MANAGEMENT AS PART OF THE ANNUAL VARIABLE REMUNERATION ACCRUED IN 2019 | | Management | | For | | For | | |
| | | | | |
10.3 | | APPROVAL OF THE MAXIMUM LEVEL OF VARIABLE REMUNERATION FOR CERTAIN STAFF WHOSE PROFESSIONAL ACTIVITIES HAVE A MATERIAL IMPACT ON THE COMPANY’S RISK PROFILE | | Management | | For | | For | | |
| | | | | |
11 | | DELEGATION OF POWERS TO THE BOARD OF DIRECTORS, INCLUDING THE POWER OF SUBSTITUTION, TO FORMALISE, INTERPRET, CORRECT AND EXECUTE THE RESOLUTIONS CARRIED BY THIS GENERAL MEETING | | Management | | For | | For | | |
| | | | | |
CMMT | | PLEASE NOTE THAT BELOW RESOLUTION 12 IS SUBMITTED TO A CONSULTATIVE VOTE.-THANK YOU | | Non-Voting | | | | | | |
| | | | | |
12 | | ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS PURSUANT TO ARTICLE 541 OF THE SPANISH COMPANIES ACT | | Management | | For | | For | | |
| | | | | | | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
CMMT | | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A- FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE-GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED-INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | IN CASE AMENDMENTS OR NEW RESOLUTIONS ARE PRESENTED DURING THE MEETING, YOUR-VOTE WILL DEFAULT TO ‘ABSTAIN’. SHARES CAN ALTERNATIVELY BE PASSED TO THE-CHAIRMAN OR A NAMED THIRD PARTY TO VOTE ON ANY SUCH ITEM RAISED. SHOULD YOU-WISH TO PASS CONTROL OF YOUR SHARES IN THIS WAY, PLEASE CONTACT YOUR-BROADRIDGE CLIENT SERVICE REPRESENTATIVE. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:-https://www.journal- officiel.gouv.fr/balo/document/202003062000440-29 | | Non-Voting | | | | | | |
| | | | | |
O.1 | | APPROVAL OF THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2019 | | Management | | For | | For | | |
| | | | | |
O.2 | | APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2019 | | Management | | For | | For | | |
| | | | | |
O.3 | | ALLOCATION OF INCOME FOR THE FINANCIAL YEAR AND SETTING OF THE DIVIDEND: EUR 2.55 PER SHARE | | Management | | For | | For | | |
| | | | | |
O.4 | | INFORMATION ON THE AGREEMENTS CONCLUDED DURING THE PREVIOUS FINANCIAL YEARS | | Management | | For | | For | | |
| | | | | |
O.5 | | APPROVAL OF A NEW REGULATED AGREEMENT RELATING TO THE CONDITIONS OF DEPARTURE OF THE DEPUTY CHIEF EXECUTIVE OFFICER MR. EMMANUEL BABEAU | | Management | | For | | For | | |
| | | | | |
O.6 | | APPROVAL OF THE COMPENSATION REPORT FOR THE PAST FINANCIAL YEAR | | Management | | For | | For | | |
| | | | | |
O.7 | | APPROVAL OF THE ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR 2019 OR ALLOCATED FOR THE SAME FINANCIAL YEAR TO MR. JEAN-PASCAL TRICOIRE AS CHAIRMAN AND CHIEF EXECUTIVE OFFICER | | Management | | For | | For | | |
| | | | | |
O.8 | | APPROVAL OF THE ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR 2019 OR ALLOCATED FOR THE SAME FINANCIAL YEAR TO MR. EMMANUEL BABEAU AS DEPUTY CHIEF EXECUTIVE OFFICER | | Management | | For | | For | | |
| | | | | |
O.9 | | APPROVAL OF THE COMPENSATION POLICY FOR THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER | | Management | | For | | For | | |
| | | | | |
O.10 | | APPROVAL (I) OF THE COMPENSATION POLICY SPECIFICALLY APPLICABLE TO MR. EMMANUEL BABEAU, DEPUTY CHIEF EXECUTIVE OFFICER, IN THE CONTEXT OF HIS DEPARTURE AND (II) OF THE COMPENSATION ELEMENTS AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR 2020 OR ALLOCATED FOR THE FINANCIAL YEAR 2020 TO THE LATTER | | Management | | For | | For | | |
| | | | | |
O.11 | | APPROVAL OF THE COMPENSATION POLICY FOR THE MEMBERS OF THE BOARD OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
O.12 | | RENEWAL OF THE TERM OF OFFICE OF MR. LEO APOTHEKER AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.13 | | RENEWAL OF THE TERM OF OFFICE OF MRS. CECILE CABANIS AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.14 | | RENEWAL OF THE TERM OF OFFICE OF MR. FRED KINDLE AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.15 | | RENEWAL OF THE TERM OF OFFICE OF MR. WILLY KISSLING AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.16 | | APPOINTMENT OF MRS. JILL LEE AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.17 | | AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO PURCHASE SHARES OF THE COMPANY - THE MAXIMUM PURCHASE PRICE IS SET AT 150 EUROS PER SHARE | | Management | | For | | For | | |
| | | | | |
E.18 | | AMENDMENT TO ARTICLE 11.4 OF THE BY-LAWS TO COMPLY WITH THE AMENDED LAWS AND TO ALLOW THE APPOINTMENT OF THE SECOND DIRECTOR REPRESENTING THE EMPLOYEES BY THE EUROPEAN COMMITTEE | | Management | | For | | For | | |
| | | | | |
E.19 | | AMENDMENT TO ARTICLES 13 AND 16 OF THE BY-LAWS TO COMPLY WITH THE AMENDED LAWS AND RECTIFICATION OF A MATERIAL ERROR | | Management | | For | | For | | |
| | | | | |
E.20 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH CAPITAL INCREASES RESERVED FOR MEMBERS OF THE COMPANY SAVINGS PLAN WITHIN THE LIMIT OF 2% OF THE SHARE CAPITAL, WITH CANCELLATION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT | | Management | | For | | For | | |
| | | | | |
E.21 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH CAPITAL INCREASES RESERVED FOR A CATEGORY OF BENEFICIARIES: IN FAVOUR OF EMPLOYEES OF FOREIGN COMPANIES OF THE GROUP, EITHER DIRECTLY, OR VIA ENTITIES ACTING ON THEIR BEHALF OR ENTITIES ACTING TO OFFER EMPLOYEES OF FOREIGN COMPANIES OF THE GROUP BENEFITS COMPARABLE TO THOSE OFFERED TO THE MEMBERS OF THE COMPANY SAVINGS PLAN, WITHIN THE LIMIT OF 1% OF THE SHARE CAPITAL, WITH CANCELLATION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT | | Management | | For | | For | | |
| | | | | |
O.22 | | POWERS TO CARRY OUT FORMALITIES | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST VOTE IF THE MEETING-REQUIRES APPROVAL FROM THE MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION | | Non-Voting | | | | | | |
| | | | | |
CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
1 | | OPENING OF THE MEETING AND ELECTION OF CHAIR: THAT HANS STRABERG IS ELECTED-CHAIR OF THE MEETING | | Non-Voting | | | | | | |
| | | | | |
2 | | PREPARATION AND APPROVAL OF VOTING LIST | | Non-Voting | | | | | | |
| | | | | |
3 | | APPROVAL OF AGENDA | | Non-Voting | | | | | | |
| | | | | |
4 | | ELECTION OF ONE OR TWO PERSONS TO APPROVE THE MINUTES | | Non-Voting | | | | | | |
| | | | | |
5 | | DETERMINATION WHETHER THE MEETING HAS BEEN PROPERLY CONVENED | | Non-Voting | | | | | | |
| | | | | |
6 | | PRESENTATION OF THE ANNUAL REPORT AND THE AUDITOR’S REPORT AS WELL AS THE-CONSOLIDATED ANNUAL REPORT AND THE CONSOLIDATED AUDITOR’S REPORT | | Non-Voting | | | | | | |
| | | | | |
7 | | THE PRESIDENT & CEO’S SPEECH AND QUESTIONS FROM SHAREHOLDERS TO THE BOARD OF-DIRECTORS AND THE MANAGEMENT | | Non-Voting | | | | | | |
| | | | | |
8.A | | DECISION REGARDING APPROVAL OF THE PROFIT AND LOSS ACCOUNT AND THE BALANCE SHEET AND THE CONSOLIDATED PROFIT AND LOSS ACCOUNT AND THE CONSOLIDATED BALANCE SHEET | | Management | | No Action | | | | |
| | | | | |
8.B | | DECISION REGARDING DISCHARGE FROM LIABILITY OF THE BOARD MEMBERS AND THE PRESIDENT & CEO | | Management | | No Action | | | | |
| | | | | |
8.C | | DECISION REGARDING THE ALLOCATION OF THE COMPANY’S PROFIT ACCORDING TO THE APPROVED BALANCE SHEET: SEK 3.50 PER SHARE | | Management | | No Action | | | | |
| | | | | |
8.D | | DECISION REGARDING RECORD DATE FOR DIVIDEND | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT RESOLUTIONS 9 TO 11 ARE PROPOSED BY NOMINATION COMMITTEE AND-BOARD DOES NOT MAKE ANY RECOMMENDATION ON THESE PROPOSALS. THE STANDING-INSTRUCTIONS ARE DISABLED FOR THIS MEETING | | Non-Voting | | | | | | |
| | | | | |
9.A | | DETERMINATION OF THE NUMBER OF BOARD MEMBERS AND DEPUTY MEMBERS: NINE | | Management | | No Action | | | | |
| | | | | |
9.B | | DETERMINATION OF THE NUMBER OF AUDITORS AND DEPUTY AUDITORS OR REGISTERED AUDITING COMPANY: ONE | | Management | | No Action | | | | |
| | | | | |
10.A | | ELECTION OF BOARD MEMBERS: RE-ELECTION OF STAFFAN BOHMAN, TINA DONIKOWSKI, JOHAN FORSSELL, SABINE NEUSS, MATS RAHMSTROM, HANS STRABERG, AND PETER WALLENBERG JR AND NEW ELECTION OF ANNA OHLSSON-LEIJON OCH GORDON RISKE | | Management | | No Action | | | | |
| | | | | |
10.B | | ELECTION OF CHAIR OF THE BOARD: THAT HANS STRABERG IS ELECTED CHAIR OF THE BOARD | | Management | | No Action | | | | |
| | | | | |
10.C | | ELECTION OF AUDITORS AND DEPUTY AUDITORS OR REGISTERED AUDITING COMPANY: ERNST & YOUNG AB | | Management | | No Action | | | | |
| | | | | |
11.A | | DETERMINING THE REMUNERATION: IN CASH OR PARTIALLY IN THE FORM OF SYNTHETIC SHARES, TO THE BOARD OF DIRECTORS, AND THE REMUNERATION TO ITS COMMITTEES | | Management | | No Action | | | | |
| | | | | |
11.B | | DETERMINING THE REMUNERATION: TO THE AUDITORS OR REGISTERED AUDITING COMPANY | | Management | | No Action | | | | |
| | | | | |
12.A | | THE BOARD’S PROPOSALS REGARDING: GUIDING PRINCIPLES FOR THE REMUNERATION OF EXECUTIVES | | Management | | No Action | | | | |
| | | | | |
12.B | | THE BOARD’S PROPOSALS REGARDING: A PERFORMANCE BASED PERSONNEL OPTION PLAN FOR 2020 | | Management | | No Action | | | | |
| | | | | |
13.A | | THE BOARD’S PROPOSAL REGARDING MANDATES TO: ACQUIRE SERIES A SHARES RELATED TO PERSONNEL OPTION PLAN FOR 2020 | | Management | | No Action | | | | |
| | | | | |
13.B | | THE BOARD’S PROPOSAL REGARDING MANDATES TO: ACQUIRE SERIES A SHARES RELATED TO REMUNERATION IN THE FORM OF SYNTHETIC SHARES | | Management | | No Action | | | | |
| | | | | |
13.C | | THE BOARD’S PROPOSAL REGARDING MANDATES TO: TRANSFER SERIES A SHARES RELATED TO PERSONNEL OPTION PLAN FOR 2020 | | Management | | No Action | | | | |
| | | | | |
13.D | | THE BOARD’S PROPOSAL REGARDING MANDATES TO: SELL SERIES A SHARES TO COVER COSTS RELATED TO SYNTHETIC SHARES TO BOARD MEMBERS | | Management | | No Action | | | | |
| | | | | |
13.E | | THE BOARD’S PROPOSAL REGARDING MANDATES TO: SELL SERIES A AND B SHARES TO COVER COSTS IN RELATION TO THE PERFORMANCE BASED PERSONNEL OPTION PLANS FOR 2015, 2016 AND 2017 | | Management | | No Action | | | | |
| | | | | |
14 | | CLOSING OF THE MEETING | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 01 APR 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT-OF RESOLUTION 8.C. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE-AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A | | Report of the Chief Executive Officer, in accordance with Article 172 of the General Corporations Law and of Article 44, subsection XI, of the Securities Market Law (“Ley del Mercado de Valores”), accompanied by the independent auditor’s report, in connection with the operations and results for the fiscal year ended December 31, 2019, as well as of the Board of Directors’ opinion of the content of such report. | | Management | | For | | | | |
| | | | | |
1B | | Report of the Board of Directors in accordance with Article 172, subsection b, of the General Corporations Law, which contains the main policies, as well as the accounting and reporting criteria followed in the preparation of the financial information of the Company. | | Management | | For | | | | |
| | | | | |
1C | | Report of the activities and operations in which the Board of Directors intervened, in accordance with Article 28 IV (e) of the Securities Market Law. | | Management | | For | | | | |
| | | | | |
1D | | Individual and consolidated financial statements of the Company for the fiscal year ended December 31, 2019. | | Management | | For | | | | |
| | | | | |
1E | | Annual report on the activities carried out by the Audit Committee of the Company in accordance with Article 43 of the Securities Market Law and report on the Company’s subsidiaries. | | Management | | For | | | | |
| | | | | |
1F | | Report on compliance with the tax obligations of the Company for the fiscal year ended December 31, 2018, in accordance with Article 76, section XIX of the Income Tax Law (“Ley del Impuesto sobre la Renta”). | | Management | | For | | | | |
| | | | | |
2A | | Proposal for increase of the legal reserve by Ps. 274,126,438.75 | | Management | | For | | | | |
| | | | | |
2B | | Proposal by the Board of Directors to pay an ordinary net dividend in cash from accumulated retained earnings in the amount of $8.21 (eight pesos and twenty-one cents, Mexican legal tender) for each of the ordinary “B” and “BB” Series shares. | | Management | | For | | | | |
| | | | | |
2C | | Proposal and, if applicable, approval of the amount of Ps. 2,745,402,336.25 as the maximum amount that may be used by the Company to repurchase its shares in 2020 pursuant to Article 56 of the Securities Market Law; proposal and, if applicable, approval of the provisions and policies regarding the repurchase of Company shares. | | Management | | For | | | | |
| | | | | |
3A | | Administration by the Board of Directors and the Chief Executive Officer for the fiscal year of 2019. | | Management | | For | | | | |
| | | | | |
3BA | | Appointment to the Board of Director: Fernando Chico Pardo (President) | | Management | | Against | | | | |
| | | | | |
3BB | | Appointment to the Board of Director: José Antonio Pérez Antón | | Management | | Against | | | | |
| | | | | |
3BC | | Appointment to the Board of Director: Luis Chico Pardo | | Management | | For | | | | |
| | | | | |
3BD | | Appointment to the Board of Director: Aurelio Pérez Alonso | | Management | | For | | | | |
| | | | | |
3BE | | Appointment to the Board of Director: Rasmus Christiansen | | Management | | For | | | | |
| | | | | |
3BF | | Appointment to the Board of Director: Francisco Garza Zambrano | | Management | | For | | | | |
| | | | | |
3BG | | Appointment to the Board of Director: Ricardo Guajardo Touché | | Management | | For | | | | |
| | | | | |
3BH | | Appointment to the Board of Director: Guillermo Ortiz Martínez | | Management | | For | | | | |
| | | | | |
3BI | | Appointment to the Board of Director: Bárbara Garza Lagüera Gonda | | Management | | For | | | | |
| | | | | |
3BJ | | Appointment to the Board of Director: Rafael Robles Miaja (Secretary) | | Management | | For | | | | |
| | | | | |
3BK | | Appointment to the Board of Director: Ana María Poblanno Chanona (Deputy Secretary) | | Management | | For | | | | |
| | | | | |
3C1 | | Appointment or ratification, as applicable, of the Chairperson of the Audit Committee: Ricardo Guajardo Touché | | Management | | For | | | | |
| | | | | |
3D1 | | Appointment of the Nomination and Compensation Committee: Fernando Chico Pardo (President) | | Management | | Against | | | | |
| | | | | |
3D2 | | Appointment of the Nomination and Compensation Committee: José Antonio Pérez Antón | | Management | | Against | | | | |
| | | | | |
3D3 | | Appointment of the Nomination and Compensation Committee: Bárbara Garza Lagüera Gonda | | Management | | For | | | | |
| | | | | |
3E1 | | Determination of corresponding compensations: Board of Directors: Ps. 72,600.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
3E2 | | Determination of corresponding compensations: Operations Committee: Ps. 72,600.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
3E3 | | Determination of corresponding compensations: Nominations & Compensations Committee: Ps. 72,600.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
3E4 | | Determination of corresponding compensations: Audit Committee: Ps. 102,850.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
3E5 | | Determination of corresponding compensations: Acquisitions & Contracts Committee: Ps. 24,200.00 (in each case net of taxes in Mexican legal tender) | | Management | | For | | | | |
| | | | | |
4A | | Appointment of delegates in order to enact the resolutions adopted at the Meeting and, if applicable, to formalize such resolutions: Claudio R. Góngora Morales | | Management | | For | | | | |
| | | | | |
4B | | Appointment of delegates in order to enact the resolutions adopted at the Meeting and, if applicable, to formalize such resolutions: Rafael Robles Miaja | | Management | | For | | | | |
| | | | | |
4C | | Appointment of delegates in order to enact the resolutions adopted at the Meeting and, if applicable, to formalize such resolutions: Ana María Poblanno Chanona | | Management | | For | | | | |
| | | | | | | | | | |
| | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1.A | | APPROVE CEOS REPORT ON FINANCIAL STATEMENTS AND STATUTORY REPORTS | | Management | | For | | For | | |
| | | | | |
1.B | | APPROVE BOARDS REPORT ON POLICIES AND ACCOUNTING INFORMATION AND CRITERIA FOLLOWED IN PREPARATION OF FINANCIAL INFORMATION | | Management | | For | | For | | |
| | | | | |
1.C | | APPROVE BOARDS REPORT ON OPERATIONS AND ACTIVITIES UNDERTAKEN BY BOARD | | Management | | For | | For | | |
| | | | | |
1.D | | APPROVE REPORT ON ACTIVITIES OF AUDIT AND CORPORATE PRACTICES COMMITTEE | | Management | | For | | For | | |
| | | | | |
1.E | | APPROVE ALL OPERATIONS CARRIED OUT BY COMPANY AND RATIFY ACTIONS CARRIED OUT BY BOARD, CEO AND AUDIT AND CORPORATE PRACTICES COMMITTEE | | Management | | For | | For | | |
| | | | | |
2 | | APPROVE ALLOCATION OF INCOME | | Management | | For | | For | | |
| | | | | |
3 | | RECEIVE AUDITORS REPORT ON TAX POSITION OF COMPANY | | Management | | For | | For | | |
| | | | | |
4.A.1 | | ELECT CARLOS HANK GONZALEZ AS BOARD CHAIRMAN | | Management | | For | | For | | |
| | | | | |
4.A.2 | | ELECT JUAN ANTONIO GONZALEZ MORENO AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.3 | | ELECT DAVID JUAN VILLARREAL MONTEMAYOR AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.4 | | ELECT JOSE MARCOS RAMIREZ MIGUEL AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.5 | | ELECT CARLOS DE LA ISLA CORRY AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.6 | | ELECT EVERARDO ELIZONDO ALMAGUER AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.7 | | ELECT CARMEN PATRICIA ARMENDARIZ GUERRA AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.8 | | ELECT HECTOR FEDERICO REYES RETANAY DAHL AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A.9 | | ELECT ALFREDO ELIAS AYUB AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A10 | | ELECT ADRIAN SADA CUEVA AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A11 | | ELECT DAVID PENALOZA ALANIS AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A12 | | ELECT JOSE ANTONIO CHEDRAUI EGUIA AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A13 | | ELECT ALFONSO DE ANGOITIA NORIEGA AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A14 | | ELECT THOMAS STANLEY HEATHER RODRIGUEZ AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A15 | | ELECT GRACIELA GONZALEZ MORENO AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A16 | | ELECT JUAN ANTONIO GONZALEZ MARCOS AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A17 | | ELECT ALBERTO HALABE HAMUI AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A18 | | ELECT GERARDO SALAZAR VIEZCA AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A19 | | ELECT ALBERTO PEREZ JACOME FRISCIONE AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A20 | | ELECT DIEGO MARTINEZ RUEDA CHAPITAL AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A21 | | ELECT ROBERTO KELLEHER VALES AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A22 | | ELECT CLEMENTE ISMAEL REYES RETANA VALDES AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A23 | | ELECT ISAAC BECKER KABACNIK AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A24 | | ELECT JOSE MARIA GARZA TREVINO AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A25 | | ELECT CARLOS CESARMAN KOLTENIUK AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A26 | | ELECT HUMBERTO TAFOLLA NUNEZ AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A27 | | ELECT GUADALUPE PHILLIPS MARGAIN AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.A28 | | ELECT RICARDO MALDONADO YANEZ AS ALTERNATE DIRECTOR | | Management | | For | | For | | |
| | | | | |
4.B | | ELECT HECTOR AVILA FLORES, NON MEMBER, AS BOARD SECRETARY | | Management | | For | | For | | |
| | | | | |
4.C | | APPROVE DIRECTORS LIABILITY AND INDEMNIFICATION | | Management | | For | | For | | |
| | | | | |
5 | | APPROVE REMUNERATION OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
6 | | ELECT HECTOR FEDERICO REYES RETANAY DAHL AS CHAIRMAN OF AUDIT AND CORPORATE PRACTICES COMMITTEE | | Management | | For | | For | | |
| | | | | |
7.1 | | APPROVE REPORT ON SHARE REPURCHASE | | Management | | For | | For | | |
| | | | | |
7.2 | | SET AGGREGATE NOMINAL AMOUNT OF SHARE REPURCHASE RESERVE | | Management | | For | | For | | |
| | | | | |
8 | | APPROVE CERTIFICATION OF THE COMPANY’S BYLAWS | | Management | | For | | For | | |
| | | | | |
9 | | AUTHORIZE BOARD TO RATIFY AND EXECUTE APPROVED RESOLUTIONS | | Management | | For | | For | | |
| | | | | | | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1 | | To analyze and approve the management accounts, with examination, discussion and voting on the financial statements related to the fiscal year ended December 31, 2019. | | Management | | For | | For | | |
| | | | | |
2 | | To decide on the allocation of the net profits for the fiscal year ended December 31, 2019 and ratification of the payment of interest on own capital related to the fiscal year ended December 31, 2019, approved by the Board of Directors at the meeting held on December 2, 2019. | | Management | | For | | For | | |
| | | | | |
3 | | To define the number of members of the Board of Directors. To approve the Board of Directors to be composed of 11 effective members and 2 alternates, for a 3-year term, which will end at the Ordinary Shareholder’s Meeting to be held in 2023, pursuant to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
4A | | Election of the Board of Directors by a single slate: Controller Slate - Board of Directors: Victorio Carlos De Marchi, Carlos Alves de Brito, Milton Seligman, José Heitor Attilio Gracioso, Vicente Falconi Campos, Luis Felipe Pedreira Dutra Leite, Roberto Moses Thompson Motta, Nelson José Jamel, Cecília Sicupira, Antonio Carlos Augusto Ribeiro Bonchristiano, Marcos de Barros Lisboa, Carlos Eduardo Klutzenschell Lisboa (Alternate), Michel Dimitrios Doukeris (Alternate) | | Management | | For | | For | | |
| | | | | |
4B | | If one of the candidates who make up the chosen slate fails to join it, can your votes continue to be cast on the chosen slate? | | Management | | For | | For | | |
| | | | | |
4C | | In case the multiple vote election process be adopted, should your votes be distributed in equal percentages among the members of the slate you chose? | | Management | | For | | For | | |
| | | | | |
5A1 | | Election of the fiscal council. To elect the effective and alternate members of the Fiscal Council for a term in office of one (1) year, which shall end on the Ordinary General Meeting to be held in 2021: Controller Slate - Fiscal Council: José Ronaldo Vilela Rezende, Elidie Palma Bifano, Emanuel Sotelino Schifferle (Alternate), Eduardo Rogatto Luque (Alternate). PLEASE VOTE IN ONLY ONE OPTION: 5a OR 5b | | Management | | Abstain | | | | |
| | | | | |
5A2 | | If one of the candidates that are part of the slate fails to integrate it to accommodate the separate election, your votes may still be given to the chosen slate? PLEASE VOTE IN ONLY ONE OPTION: 5a OR 5b | | Management | | Abstain | | | | |
| | | | | |
5B | | Separate Election of the fiscal council - Candidates nominated by minority shareholders: Vinicius Balbino Bouhid, Carlos Tersandro Fonseca Adeodato (Alternate). PLEASE VOTE IN ONLY ONE OPTION: 5a OR 5b | | Management | | Against | | | | |
| | | | | |
6 | | To determine managers’ overall compensation for the year of 2020, in the annual amount of up to R$ 111,079,130.00, including expenses related to the recognition of the fair amount of (x) the stock options that the Company intends to grant in the fiscal year, and (y) the compensation based on shares that the Company intends to execute in the fiscal year. | | Management | | For | | For | | |
| | | | | |
7 | | To determine the overall compensation of the Fiscal Council’s members for the year of 2020, in the annual amount of up to R$ 2,162,700.00, with alternate members’ compensation corresponding to half of the amount received by the effective members, in accordance with the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E1 | | To approve the amendment to the heading of article 5 of the Company’s bylaws, in order to reflect the capital increases approved by the Board of Directors, within the authorized capital limit until the date of the Shareholders’ Meeting, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E2 | | To approve the amendment to article 8 of the Company’s bylaws, to make express reference to other possibilities of using the authorized capital limit by the Board of Directors as set forth in Law No 6,404/76, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E3 | | To approve the amendment to articles 11, 15, 16, 17, 18 and 19, of the Company’s bylaws, related to the composition of the Board of Directors, to (i) provide for the possibility of having a single Chairman of the Board of Directors, alternatively to the current Co-Chairmen model; (ii) increase the minimum number of members that can compose the Board of Directors from 3 to 5; and (iii) provide the Board of Directors will be composed, in its majority, by external members, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E4 | | To approve the amendment to article 21 of the Company’s bylaws, to adjust the competence of the Board of Directors, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E5 | | To approve the amendment to articles 22 to 34 of the Company’s bylaws, including the new articles 25 and 34 and renumbering the other articles, to restructure the composition of the Board of Executive Officers of the Company, set the duties of the new positions and change the name of the positions already existent, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E6 | | In view of the proposed amendments to the bylaws described above, to approve the consolidation of the Company’s bylaws, in order to reflect the adjustments arising from such changes, renumbering and wording corrections, according to the Management Proposal. | | Management | | For | | For | | |
| | | | | |
E7 | | To approve the amendment to the current Share-Based Compensation Plan, to increase the global volume of shares representing the Company’s share capital that may be delivered to the participants in such plan from 0.3% to 3%. | | Management | | For | | For | | |
| | | | | | | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
CMMT | | AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST VOTE IF THE MEETING-REQUIRES APPROVAL FROM THE MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION | | Non-Voting | | | | | | |
| | | | | |
CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
1 | | OPENING OF THE MEETING | | Non-Voting | | | | | | |
| | | | | |
2 | | ELECTION OF CHAIRMAN OF THE MEETING: GUN NILSSON | | Non-Voting | | | | | | |
| | | | | |
3 | | PREPARATION AND APPROVAL OF THE VOTING LIST | | Non-Voting | | | | | | |
| | | | | |
4 | | APPROVAL OF THE AGENDA | | Non-Voting | | | | | | |
| | | | | |
5 | | ELECTION OF TWO PERSONS TO CHECK THE MINUTES | | Non-Voting | | | | | | |
| | | | | |
6 | | DETERMINATION OF COMPLIANCE WITH THE RULES OF CONVOCATION | | Non-Voting | | | | | | |
| | | | | |
7 | | THE MANAGING DIRECTOR’S REPORT | | Non-Voting | | | | | | |
| | | | | |
8.A | | PRESENTATION OF: THE ANNUAL REPORT, THE AUDITOR’S REPORT AND THE CONSOLIDATED-FINANCIAL STATEMENTS AND THE GROUP AUDITOR’S REPORT FOR THE FINANCIAL YEAR-2019 | | Non-Voting | | | | | | |
| | | | | |
8.B | | PRESENTATION OF: STATEMENT BY THE AUDITOR REGARDING WHETHER THE GUIDELINES-FOR REMUNERATION TO SENIOR EXECUTIVES, WHICH HAVE BEEN IN EFFECT SINCE THE-LAST ANNUAL GENERAL MEETING, HAVE BEEN OBSERVED | | Non-Voting | | | | | | |
| | | | | |
8.C | | PRESENTATION OF: THE PROPOSAL OF THE BOARD OF DIRECTORS FOR DISPOSITION OF-THE COMPANY’S RESULTS | | Non-Voting | | | | | | |
| | | | | |
9.A | | RESOLUTION REGARDING: ADOPTION OF THE STATEMENT OF INCOME AND THE BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME AND THE CONSOLIDATED BALANCE SHEET, AS PER 31 DECEMBER 2019 | | Management | | No Action | | | | |
| | | | | |
9.B | | RESOLUTION REGARDING: APPROPRIATION OF THE COMPANY’S PROFIT ACCORDING TO THE ADOPTED BALANCE SHEET | | Management | | No Action | | | | |
| | | | | |
9.C | | RESOLUTION REGARDING: DISCHARGE FROM LIABILITY OF THE BOARD OF DIRECTORS AND THE MANAGING DIRECTOR | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT RESOLUTIONS 10 TO 12 ARE PROPOSED BY NOMINATION COMMITTEE-AND BOARD DOES NOT MAKE ANY RECOMMENDATION ON THESE PROPOSALS. THE STANDING- INSTRUCTIONS ARE DISABLED FOR THIS MEETING | | Non-Voting | | | | | | |
| | | | | |
10 | | ESTABLISHMENT OF THE NUMBER OF MEMBERS AND DEPUTY MEMBERS OF THE BOARD OF DIRECTORS: THE NUMBER OF BOARD MEMBERS SHALL BE EIGHT, WITHOUT ANY DEPUTY MEMBERS | | Management | | No Action | | | | |
| | | | | |
11 | | ESTABLISHMENT OF FEES TO THE BOARD MEMBERS AND AUDITORS | | Management | | No Action | | | | |
| | | | | |
12 | | ELECTION OF BOARD MEMBERS AND AUDITORS: RE-ELECTION OF THE BOARD MEMBERS OLA ROLLEN, GUN NILSSON, ULRIKA FRANCKE, JOHN BRANDON, HENRIK HENRIKSSON, SOFIA SCHORLING HOGBERG AND MARTA SCHORLING ANDREEN AND NEW ELECTION OF PATRICK SODERLUND AS ORDINARY MEMBERS OF THE BOARD, RE-ELECTION OF THE ACCOUNTING COMPANY ERNST & YOUNG AB AS AUDITORS OF THE COMPANY, FOR A ONE YEAR PERIOD OF MANDATE, CONSEQUENTLY UP TO AND INCLUDING THE AGM 2021, IN ACCORDANCE WITH THE AUDIT COMMITTEE’S RECOMMENDATION, AND IT IS NOTED THAT THE ACCOUNTING COMPANY HAS STATED THAT AUTHORISED PUBLIC ACCOUNTANT ANDREAS TROBERG WILL BE APPOINTED AUDITOR IN CHARGE | | Management | | No Action | | | | |
| | | | | |
13 | | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: ELECTION OF MEMBERS OF THE NOMINATION COMMITTEE: RE- ELECTION OF MIKAEL EKDAHL (MELKER SCHORLING AB), JAN ANDERSSON (SWEDBANK ROBUR FONDER) AND JOHAN STRANDBERG (SEB INVESTMENT MANAGEMENT), AND NEW ELECTION OF ANDERS OSCARSSON (AMF OCH AMF FONDER) AS MEMBERS OF THE NOMINATION COMMITTEE IN RESPECT OF THE ANNUAL GENERAL MEETING 2021, ELECTION OF MIKAEL EKDAHL AS CHAIRMAN OF THE NOMINATION COMMITTEE | | Shareholder | | No Action | | | | |
| | | | | |
14 | | GUIDELINES FOR REMUNERATION TO SENIOR EXECUTIVES | | Management | | No Action | | | | |
| | | | | |
15 | | PROPOSAL FOR RESOLUTION REGARDING AMENDMENT OF THE ARTICLES OF ASSOCIATION: SECTION 1, SECTION 12, SECTION 13 | | Management | | No Action | | | | |
| | | | | |
16 | | CLOSING OF THE MEETING | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | 27 FEB 2020: DELETION OF COMMENT | | Non-Voting | | | | | | |
| | | | | |
CMMT | | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A- FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE- GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED- INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | IN CASE AMENDMENTS OR NEW RESOLUTIONS ARE PRESENTED DURING THE MEETING, YOUR- VOTE WILL DEFAULT TO ‘ABSTAIN’. SHARES CAN ALTERNATIVELY BE PASSED TO THE-CHAIRMAN OR A NAMED THIRD PARTY TO VOTE ON ANY SUCH ITEM RAISED. SHOULD YOU-WISH TO PASS CONTROL OF YOUR SHARES IN THIS WAY, PLEASE CONTACT YOUR-BROADRIDGE CLIENT SERVICE REPRESENTATIVE. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
CMMT | | 25 MAR 2020: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS-AVAILABLE BY CLICKING ON THE MATERIAL URL LINKS:- https://www.journal- officiel.gouv.fr/balo/document/202002172000159-21 AND-https://www.journal- officiel.gouv.fr/balo/document/202003252000546-37; PLEASE-NOTE THAT THIS IS A REVISION DUE TO DELETION OF COMMENT & ADDITION OF URL-LINK. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS-YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
| | | | | |
O.1 | | APPROVAL OF THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
O.2 | | APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
O.3 | | ALLOCATION OF INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 - SETTING OF THE DIVIDEND | | Management | | For | | For | | |
| | | | | |
O.4 | | AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 18 MONTHS TO ALLOW THE COMPANY TO TRADE IN ITS OWN SHARES | | Management | | For | | For | | |
| | | | | |
O.5 | | RENEWAL OF THE TERM OF OFFICE OF MR. BRIAN GILVARY AS DIRECTOR | | Management | | For | | For | | |
| | | | | |
O.6 | | APPOINTMENT OF MRS. ANETTE BRONDER AS DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
O.7 | | APPOINTMENT OF MRS. KIM ANN MINK AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | |
| | | | | |
O.8 | | STATUTORY AUDITORS’ SPECIAL REPORT ON THE AGREEMENTS REFERRED TO IN ARTICLES L. 225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL CODE | | Management | | For | | For | | |
| | | | | |
O.9 | | APPROVAL OF THE COMPENSATION ELEMENTS PAID DURING OR GRANTED TO MR. BENOIT POTIER FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019 | | Management | | For | | For | | |
| | | | | |
O.10 | | APPROVAL OF THE INFORMATION RELATING TO THE COMPENSATION OF CORPORATE OFFICERS MENTIONED IN SECTION I OF ARTICLE L. 225-37-3 OF THE FRENCH COMMERCIAL CODE | | Management | | For | | For | | |
| | | | | |
O.11 | | APPROVAL OF THE COMPENSATION POLICY APPLICABLE TO CORPORATE OFFICERS | | Management | | For | | For | | |
| | | | | |
O.12 | | SETTING OF THE AMOUNT OF THE GLOBAL ANNUAL COMPENSATION OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
E.13 | | AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 24 MONTHS TO REDUCE THE CAPITAL BY CANCELLATION OF TREASURY SHARES | | Management | | For | | For | | |
| | | | | |
E.14 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO INCREASE THE SHARE CAPITAL BY INCORPORATION OF PREMIUMS, RESERVES, PROFITS OR OTHERS, FOR A MAXIMUM AMOUNT OF 300 MILLION EUROS | | Management | | For | | For | | |
| | | | | |
E.15 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO PROCEED WITH CAPITAL INCREASES WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT RESERVED FOR MEMBERS OF A COMPANY OR GROUP SAVINGS PLAN | | Management | | For | | For | | |
| | | | | |
E.16 | | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 18 MONTHS TO PROCEED WITH CAPITAL INCREASES WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT RESERVED FOR A CATEGORY OF BENEFICIARIES | | Management | | For | | For | | |
| | | | | |
E.17 | | ALIGNMENT OF ARTICLE 11 OF THE BY-LAWS (COMPOSITION OF THE BOARD OF DIRECTORS) WITH THE PROVISIONS OF THE PACTE LAW REGARDING THE DIRECTORS REPRESENTING THE EMPLOYEES | | Management | | For | | For | | |
| | | | | |
E.18 | | AMENDMENT TO ARTICLE 15 OF THE BY-LAWS (POWERS OF THE BOARD OF DIRECTORS) CONCERNING THE MANAGEMENT DECISIONS OF THE BOARD (PACTE LAW) | | Management | | For | | For | | |
| | | | | |
E.19 | | ALIGNMENT OF ARTICLE 16 OF THE BY-LAWS (COMPENSATION) WITH THE PROVISIONS OF THE PACTE LAW CONCERNING THE COMPENSATION OF DIRECTORS | | Management | | For | | For | | |
| | | | | |
E.20 | | AMENDMENT TO ARTICLE 9 OF THE BY-LAWS (IDENTIFICATION OF SHAREHOLDERS) CONCERNING THE CROSSING OF THRESHOLDS | | Management | | For | | For | | |
| | | | | |
E.21 | | AMENDMENT TO THE BY-LAWS CONCERNING THE COMPETENCE TO DECIDE OR AUTHORISE THE ISSUE OF BONDS | | Management | | For | | For | | |
| | | | | |
E.22 | | EXTENSION OF THE PERIOD OF VALIDITY OF THE COMPANY AND CORRELATIVE AMENDMENT TO THE BY-LAWS | | Management | | For | | For | | |
| | | | | |
O.23 | | POWERS TO CARRY OUT FORMALITIES | | Management | | For | | For | | |
| | | | | | | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
CMMT | | AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST VOTE IF THE MEETING-REQUIRES APPROVAL FROM THE MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION | | Non-Voting | | | | | | |
| | | | | |
CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 306393 DUE TO RESOLUTION-17 IS NOT A SPLIT ITEM. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE-DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE-REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE-EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND-YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE-ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS-SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU. | | Non-Voting | | | | | | |
| | | | | |
1 | | OPENING OF THE MEETING | | Non-Voting | | | | | | |
| | | | | |
2 | | ELECTION OF CHAIRMAN OF THE MEETING: BJORN KRISTIANSSON, KANTER ADVOKATBYRA | | Non-Voting | | | | | | |
| | | | | |
3 | | PREPARATION AND APPROVAL OF THE VOTING LIST | | Non-Voting | | | | | | |
| | | | | |
4 | | APPROVAL OF THE AGENDA | | Non-Voting | | | | | | |
| | | | | |
5 | | ELECTION OF PERSONS TO ATTEST THE ACCURACY OF THE MINUTES (AND TO COUNT-VOTES) | | Non-Voting | | | | | | |
| | | | | |
6 | | DETERMINATION OF WHETHER THE MEETING HAS BEEN DULY CONVENED | | Non-Voting | | | | | | |
| | | | | |
7 | | PRESENTATION BY THE CEO | | Non-Voting | | | | | | |
| | | | | |
8 | | SUBMISSION OF THE ANNUAL ACCOUNTS AND THE AUDITOR’S REPORT, AND CONSOLIDATED-ACCOUNTS AND AUDITOR’S REPORT ON THE CONSOLIDATED ACCOUNTS, FOR THE FINANCIAL-YEAR 2019 | | Non-Voting | | | | | | |
| | | | | |
9 | | RESOLUTION ON ADOPTION OF PROFIT AND LOSS STATEMENT AND BALANCE SHEET AND CONSOLIDATED PROFIT AND LOSS STATEMENT AND CONSOLIDATED BALANCE SHEET | | Management | | No Action | | | | |
| | | | | |
10 | | RESOLUTION ON APPROPRIATION OF PROFIT | | Management | | No Action | | | | |
| | | | | |
11 | | RESOLUTION REGARDING DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE BOARD AND THE CEO FOR THE ADMINISTRATION DURING 2019 | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT RESOLUTIONS 12-15 ARE PROPOSED BY NOMINATION COMMITTEE AND-BOARD DOES NOT MAKE ANY RECOMMENDATION ON THIS PROPOSAL. THE STANDING-INSTRUCTIONS ARE DISABLED FOR THIS MEETING | | Non-Voting | | | | | | |
| | | | | |
12 | | DETERMINATION OF THE NUMBER OF BOARD MEMBERS AND DEPUTY BOARD MEMBERS: 9 BOARD MEMBERS AND 0 DEPUTY MEMBERS | | Management | | No Action | | | | |
| | | | | |
13 | | DETERMINATION OF REMUNERATION TO THE MEMBERS OF THE BOARD AND FEE TO THE AUDITOR | | Management | | No Action | | | | |
| | | | | |
14 | | ELECTION OF BOARD MEMBERS AND DEPUTY BOARD MEMBERS AS WELL AS CHAIRMAN OF THE BOARD: LIV FIKSDAHL, PER E. LARSSON (CHAIRMAN), HANS LARSSON, KRISTOFFER MELINDER, ANDREAS NASVIK , MAGDALENA PERSOON, ANDRES RUBIO, RAGNHILD WIBORG AND MAGNUS YNGEN (VICE-CHAIRMAN) AS DIRECTORS | | Management | | No Action | | | | |
| | | | | |
15 | | ELECTION OF AUDITOR: ERNST & YOUNG AB | | Management | | No Action | | | | |
| | | | | |
16 | | RESOLUTION REGARDING GUIDELINES FOR REMUNERATION AND OTHER TERMS OF EMPLOYMENT FOR KEY EXECUTIVES | | Management | | No Action | | | | |
| | | | | |
17 | | RESOLUTION REGARDING LONG-TERM INCENTIVE PROGRAM 2020 AND AUTHORIZATION FOR THE BOARD TO RESOLVE ON ACQUISITION AND TRANSFER OF OWN SHARES | | Management | | No Action | | | | |
| | | | | |
18 | | RESOLUTION REGARDING AUTHORIZATION FOR THE BOARD TO RESOLVE ON ACQUISITION AND TRANSFER OF OWN SHARES | | Management | | No Action | | | | |
| | | | | |
19 | | RESOLUTION REGARDING AMENDMENT TO SECTION 10 OF THE ARTICLES OF ASSOCIATION | | Management | | No Action | | | | |
| | | | | |
20.A | | RESOLUTION TO REDUCE THE SHARE CAPITAL BY WAY OF CANCELLATION OF REPURCHASED SHARES | | Management | | No Action | | | | |
| | | | | |
20.B | | RESOLUTION TO INCREASE THE SHARE CAPITAL BY WAY OF A BONUS ISSUE | | Management | | No Action | | | | |
| | | | | |
20.C | | RESOLUTION TO REDUCE THE SHARE CAPITAL BY WAY OF CANCELLATION OF REPURCHASED SHARES | | Management | | No Action | | | | |
| | | | | |
21 | | CONCLUSION OF THE MEETING | | Non-Voting | | | | | | |
| | | | | | | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
| | | | | |
CMMT | | AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST VOTE IF THE MEETING-REQUIRES APPROVAL FROM THE MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION | | Non-Voting | | | | | | |
| | | | | |
CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
| | | | | |
CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | | Non-Voting | | | | | | |
| | | | | |
1 | | OPENING OF THE MEETING AND ELECTION OF CHAIR: SVEN UNGER | | Non-Voting | | | | | | |
| | | | | |
2 | | PREPARATION AND APPROVAL OF VOTING REGISTER | | Non-Voting | | | | | | |
| | | | | |
3 | | APPROVAL OF THE AGENDA | | Non-Voting | | | | | | |
| | | | | |
4 | | ELECTION OF ONE OR TWO PERSONS TO ATTEST THE MINUTES | | Non-Voting | | | | | | |
| | | | | |
5 | | DETERMINATION WHETHER THE MEETING HAS BEEN DULY CONVENED | | Non-Voting | | | | | | |
| | | | | |
6 | | PRESENTATION OF THE ANNUAL REPORT AND THE AUDITOR’S REPORT AS WELL AS THE- CONSOLIDATED FINANCIAL STATEMENTS AND THE CONSOLIDATED AUDITOR’S REPORT | | Non-Voting | | | | | | |
| | | | | |
7 | | QUESTIONS FROM SHAREHOLDERS TO THE BOARD OF DIRECTORS AND THE MANAGEMENT | | Non-Voting | | | | | | |
| | | | | |
8.A | | DECISION REGARDING: ADOPTION OF THE INCOME STATEMENT AND BALANCE SHEET AS WELL AS THE CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED BALANCE SHEET | | Management | | No Action | | | | |
| | | | | |
8.B | | DECISION REGARDING: DISCHARGE FROM LIABILITY FOR BOARD MEMBERS AND THE CEO | | Management | | No Action | | | | |
| | | | | |
8.C | | DECISION REGARDING: ALLOCATION OF THE COMPANY’S PROFIT OR LOSS ACCORDING TO THE ADOPTED BALANCE SHEET: SEK 1.20 PER SHARE | | Management | | No Action | | | | |
| | | | | |
8.D | | DECISION REGARDING: RECORD DATE FOR RECEIVING THE DIVIDEND | | Management | | No Action | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT RESOLUTIONS 9, 10 AND 11 ARE PROPOSED BY NOMINATION-COMMITTEE AND BOARD DOES NOT MAKE ANY RECOMMENDATION ON THIS PROPOSAL. THE-STANDING INSTRUCTIONS ARE DISABLED FOR THIS MEETING | | Non-Voting | | | | | | |
| | | | | |
9.A | | DETERMINATION OF THE NUMBER OF BOARD MEMBERS: THAT NINE BOARD MEMBERS BE ELECTED. THAT ONE REGISTERED AUDITING COMPANY BE ELECTED | | Management | | No Action | | | | |
| | | | | |
9.B | | DETERMINATION OF THE NUMBER OF AUDITORS AND DEPUTY AUDITORS OR REGISTERED AUDITING COMPANIES | | Management | | No Action | | | | |
| | | | | |
10.A | | ELECTION OF BOARD MEMBERS: THAT THE FOLLOWING BOARD MEMBERS ARE RE-ELECTED: LENNART EVRELL, JOHAN FORSSELL, JEANE HULL, RONNIE LETEN, ULLA LITZEN, ASTRID SKARHEIM ONSUM AND ANDERS ULLBERG. THAT SIGURD MAREELS AND HELENA HEDBLOM ARE APPOINTED AS NEW BOARD MEMBERS | | Management | | No Action | | | | |
| | | | | |
10.B | | ELECTION OF CHAIR OF THE BOARD: THAT RONNIE LETEN IS RE-ELECTED CHAIR OF THE BOARD | | Management | | No Action | | | | |
| | | | | |
10.C | | ELECTION OF AUDITORS AND DEPUTY AUDITORS OR REGISTERED AUDITING COMPANIES: THAT DELOITTE AB IS RE-ELECTED AS THE AUDITING COMPANY WHICH ALSO IS THE AUDIT COMMITTEE’S RECOMMENDATION | | Management | | No Action | | | | |
| | | | | |
11.A | | DETERMINING THE REMUNERATION: IN CASH OR PARTIALLY IN THE FORM OF SYNTHETIC SHARES, TO THE BOARD OF DIRECTORS, AND THE REMUNERATION TO ITS COMMITTEES | | Management | | No Action | | | | |
| | | | | |
11.B | | DETERMINING THE REMUNERATION: TO THE AUDITORS OR REGISTERED AUDITING COMPANY | | Management | | No Action | | | | |
| | | | | |
12.A | | THE BOARD’S PROPOSAL REGARDING GUIDELINES FOR EXECUTIVE REMUNERATION | | Management | | No Action | | | | |
| | | | | |
12.B | | THE BOARD’S PROPOSAL REGARDING A PERFORMANCE BASED PERSONNEL OPTION PLAN FOR 2020 | | Management | | No Action | | | | |
| | | | | |
13.A | | THE BOARD’S PROPOSAL REGARDING MANDATES TO ACQUIRE A SHARES RELATED TO PERSONNEL OPTION PLAN FOR 2020 | | Management | | No Action | | | | |
| | | | | |
13.B | | THE BOARD’S PROPOSAL REGARDING MANDATES TO ACQUIRE A SHARES RELATED TO REMUNERATION IN THE FORM OF SYNTHETIC SHARES | | Management | | No Action | | | | |
| | | | | |
13.C | | THE BOARD’S PROPOSAL REGARDING MANDATES TO TRANSFER A SHARES RELATED TO PERSONNEL OPTION PLAN FOR 2020 | | Management | | No Action | | | | |
| | | | | |
13.D | | THE BOARD’S PROPOSAL REGARDING MANDATES TO SELL A SHARES TO COVER COSTS RELATED TO SYNTHETIC SHARES TO BOARD MEMBERS | | Management | | No Action | | | | |
| | | | | |
13.E | | THE BOARD’S PROPOSAL REGARDING MANDATES TO SELL A SHARES TO COVER COSTS IN RELATION TO THE PERFORMANCE BASED PERSONNEL OPTION PLANS FOR 2015, 2016 AND 2017 | | Management | | No Action | | | | |
| | | | | |
14 | | CLOSING OF THE MEETING | | Non-Voting | | | | | | |
| | | | | |
CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 307236 DUE TO CHANGE IN-DIVIDEND AMOUNT UNDER RESOLUTION 8.C. ALL VOTES RECEIVED ON THE PREVIOUS-MEETING WILL BE DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED.-THEREFORE PLEASE REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER-VOTE DEADLINE EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE- CLOSED AND YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE.-PLEASE ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING,-AND AS SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU | | Non-Voting | | | | | | |
| | | | | | | | |
| | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management |
| | | | |
CMMT | | FROM 10TH FEBRUARY, BROADRIDGE WILL CODE | | Non-Voting | | | | |
| | | | |
| | ALL AGENDAS FOR GERMAN MEETINGS IN-ENGLISH | | | | | | |
| | | | |
| | ONLY. IF YOU WISH TO SEE THE AGENDA IN | | | | | | |
| | | | |
| | GERMAN, THIS WILL BE MADE-AVAILABLE AS A LINK | | | | | | |
| | | | |
| | UNDER THE ‘MATERIAL URL’ DROPDOWN AT THE | | | | | | |
| | | | |
| | TOP OF THE-BALLOT. THE GERMAN AGENDAS FOR | | | | | | |
| | | | |
| | ANY EXISTING OR PAST MEETINGS WILL REMAIN | | | | | | |
| | | | |
| | IN-PLACE. FOR FURTHER INFORMATION, PLEASE | | | | | | |
| | | | |
| | CONTACT YOUR CLIENT SERVICE- | | | | | | |
| | | | |
| | REPRESENTATIVE | | | | | | |
| | | | |
CMMT | | ACCORDING TO GERMAN LAW, IN CASE OF | | Non-Voting | | | | |
| | | | |
| | SPECIFIC CONFLICTS OF INTEREST IN- | | | | | | |
| | | | |
| | CONNECTION WITH SPECIFIC ITEMS OF THE | | | | | | |
| | | | |
| | AGENDA FOR THE GENERAL MEETING YOU ARE- | | | | | | |
| | | | |
| | NOT ENTITLED TO EXERCISE YOUR VOTING | | | | | | |
| | | | |
| | RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE | | | | | | |
| | | | |
| | EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS | | | | | | |
| | | | |
| | HAS REACHED CERTAIN THRESHOLDS-AND YOU | | | | | | |
| | | | |
| | HAVE NOT COMPLIED WITH ANY OF YOUR | | | | | | |
| | | | |
| | MANDATORY VOTING RIGHTS-NOTIFICATIONS | | | | | | |
| | | | |
| | PURSUANT TO THE GERMAN SECURITIES TRADING | | | | | | |
| | | | |
| | ACT (WPHG). FOR-QUESTIONS IN THIS REGARD | | | | | | |
| | | | |
| | PLEASE CONTACT YOUR CLIENT SERVICE | | | | | | |
| | | | |
| | REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO | | | | | | |
| | | | |
| | NOT HAVE ANY INDICATION REGARDING SUCH | | | | | | |
| | | | |
| | CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION | | | | | | |
| | | | |
| | FROM VOTING, PLEASE SUBMIT YOUR VOTE AS- | | | | | | |
| | | | |
| | USUAL | | | | | | |
| | | | |
CMMT | | INFORMATION ON COUNTER PROPOSALS CAN BE | | Non-Voting | | | | |
| | | | |
| | FOUND DIRECTLY ON THE ISSUER’S-WEBSITE | | | | | | |
| | | | |
| | (PLEASE REFER TO THE MATERIAL URL SECTION | | | | | | |
| | | | |
| | OF THE APPLICATION). IF YOU-WISH TO ACT ON | | | | | | |
| | | | |
| | THESE ITEMS, YOU WILL NEED TO REQUEST A | | | | | | |
| | | | |
| | MEETING ATTEND AND-VOTE YOUR SHARES | | | | | | |
| | | | |
| | DIRECTLY AT THE COMPANY’S MEETING. COUNTER | | | | | | |
| | | | |
| | PROPOSALS CANNOT-BE REFLECTED ON THE | | | | | | |
| | | | |
| | BALLOT ON PROXYEDGE | | | | | | |
| | | | |
1 | | RECEIVE FINANCIAL STATEMENTS AND | | Non-Voting | | | | |
| | | | |
| | STATUTORY REPORTS FOR FISCAL 2019 | | | | | | |
| | | | |
2 | | APPROVE ALLOCATION OF INCOME AND DIVIDENDS | | Management | | For | | For |
| | | | |
| | OF EUR 0.95 PER SHARE | | | | | | |
| | | | |
3 | | APPROVE DISCHARGE OF MANAGEMENT BOARD | | Management | | For | | For |
| | | | |
| | FOR FISCAL 2019 | | | | | | |
| | | | |
4 | | APPROVE DISCHARGE OF SUPERVISORY BOARD | | Management | | For | | For |
| | | | |
| | FOR FISCAL 2019 | | | | | | |
| | | | |
5 | | RATIFY ERNST YOUNG GMBH AS AUDITORS FOR | | Management | | For | | For |
| | | | |
| | FISCAL 2020 | | | | | | |
| | | | |
6.1 | | ELECT MICHAEL KOENIG TO THE SUPERVISORY | | Management | | For | | For |
| | | | |
| | BOARD | | | | | | |
| | | | |
6.2 | | ELECT PETER VANACKER TO THE SUPERVISORY | | Management | | For | | For |
| | | | |
| | BOARD | | | | | | |
| | | | |
7 | | AUTHORIZE SHARE REPURCHASE PROGRAM AND | | Management | | For | | For |
| | | | |
| | REISSUANCE OR CANCELLATION OF | | | | | | |
| | | | |
| | REPURCHASED SHARES | | | | | | |
| | | | |
8 | | AMEND ARTICLES RE: PARTICIPATION AND VOTING | | Management | | For | | For |
| | | | |
| | RIGHT | | | | | | |
| | | | |
CMMT | | 07 MAY 2020: PLEASE NOTE THAT THIS IS A | | Non-Voting | | | | |
| | | | |
| | REVISION DUE TO MODIFICATION OF-NUMBERING | | | | | | |
| | | | |
| | OF RESOLUTIONS 6.1, 6.2, 7 & 8. IF YOU HAVE | | | | | | |
| | | | |
| | ALREADY SENT IN YOUR-VOTES, PLEASE DO NOT | | | | | | |
| | | | |
| | VOTE AGAIN UNLESS YOU DECIDE TO AMEND | | | | | | |
| | | | |
| | YOUR ORIGINAL-INSTRUCTIONS. THANK YOU | | | | | | |
| | | | | | | | | | |
| | | | | |
9 | | VOTING ON THE APPOINTMENT OF MRS. JOY LINTON AS NON-EXECUTIVE BOARD MEMBER EFFECTIVELY FROM THE DATE OF HER APPOINTMENT ON 01/12/2019 TO COMPLETE THE BOARD CURRENT SESSION WHICH WILL BE OVER BY 30/06/2022, SUCCEEDING THE FORMER BOARD MEMBER MR. SIMON PRESTON (NON-EXECUTIVE BOARD MEMBER) | | Management | | For | | For | | |
| | | | | |
10 | | VOTING ON THE APPOINTMENT OF ONE BOARD MEMBER AMONG THOSE NOMINEES TO FILL THE VACANCY, EFFECTIVE FROM THE DATE OF THE ASSEMBLY MEETING ON 30/06/2020 AND UP TO 30/06/2020 | | Management | | For | | For | | |
| | | | | |
11 | | VOTING ON THE UPDATE OF THE BOARD COMMITTEE MEMBER REMUNERATION POLICY | | Management | | For | | For | | |
| | | | | |
12 | | VOTING ON THE UPDATE OF THE BOARD OF DIRECTORS MEMBER REMUNERATION POLICY | | Management | | For | | For | | |
| | | | | |
13 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND THE BUPA GLOBAL MARKET UNIT, IN WHICH THE FOLLOWING BOARD MEMBERS MR. DAVID MARTIN FLETCHER, MR. MARTIN HOUSTON, MR. SIMEON PRESTON AND MRS. JOY LINTON HAVE INDIRECT INTEREST, IT IS CONTRACTS LINKED BETWEEN BUPA INSURANCE LIMITED AND BUPA GLOBAL MARKET UNIT, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (36,423) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
14 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND NAZER CLINICS MEDICAL COMPANY, IN WHICH THE FOLLOWING BOARD MEMBERS MR. LOAY NAZER AND MR. TAL NAZER HAVE INDIRECT INTEREST, IT IS THE OPERATING FEES FOR THE INTERNAL CLINICS OF BUPA ARABIA EMPLOYEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (132.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
15 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE BUPA ARABIA FOR COOPERATIVE INSURANCE COMPANY AND NCB CAPITAL , IN WHICH THE BOARD MEMBER DR. ADNAN A. SOUFI HAS INDIRECT INTEREST, IT IS INVESTMENT SERVICE FEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (715.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
16 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND NAZER CLINICS MEDICAL COMPANY, IN WHICH THE FOLLOWING BOARD MEMBERS MR. LOAY NAZER AND MR. TAL NAZER HAVE INDIRECT INTEREST, IT IS BUILT-IN SHARING COSTS, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (673.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
17 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND BUPA INVESTMENTS OVERSEAS LIMITED, IN WHICH THE FOLLOWING BOARD MEMBERS MR. DAVID MARTIN FLETCHER, MR. MARTIN HOUSTON, MR. SIMEON PRESTON AND MRS. JOY LINTON HAVE INDIRECT INTEREST, IT IS RELATION TO THE TAX EQUALIZATION ADJUSTMENT, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (2,988.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
18 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND BUPA INVESTMENTS OVERSEAS LIMITED, IN WHICH THE FOLLOWING BOARD MEMBERS MR. DAVID MARTIN FLETCHER, MR. MARTIN HOUSTON, MR. SIMEON PRESTON AND MRS. JOY LINTON HAVE INDIRECT INTEREST, IT IS THE REMUNERATIONS OF BOARD MEMBERS PAID FOR THEIR MEMBERSHIP IN BUPA ARABIA BOARD, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (7,000.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
19 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND BUPA INVESTMENTS OVERSEAS LIMITED, IN WHICH THE FOLLOWING BOARD MEMBERS MR. DAVID MARTIN FLETCHER, MR. MARTIN HOUSTON, MR. SIMEON PRESTON AND MRS. JOY LINTON HAVE INDIRECT INTEREST, IT IS INSURANCE COSTS, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (6,009.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
| | | | | |
20 | | VOTING ON THE BUSINESS AND CONTRACTS THAT MADE BETWEEN THE COMPANY AND BUPA MIDDLE EAST HOLDINGS TWO W.L.L, IN WHICH THE FOLLOWING BOARD MEMBERS MR. LOAY NAZER, MR. TAL NAZER, MR. DAVID MARTIN FLETCHER, MR. MARTIN HOUSTON, MR. SIMEON PRESTON AND MRS. JOY LINTON HAVE INDIRECT INTEREST, IT IS RELATING TO BRAND FEES, WHILE THE TOTAL AMOUNT OF TRANSACTIONS DURING THE YEAR 2019 WAS SAR (23,608.000) WITHOUT ANY PREFERENTIAL CONDITIONS | | Management | | For | | For | | |
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.