TRANSALTA CORPORATION
(the “Corporation”)
Annual and Special Meeting of Shareholders
(the “Meeting”)
April 29, 2014
REPORT OF VOTING RESULTS
NI 51-102 – Continuous Disclosure Obligations
Section 11.3
Matters Voted Upon
The total number of shares represented by shareholders present in person and by proxy at the Meeting was 113,288,469, representing 41.90% of the Corporation’s outstanding shares. Shareholders in attendance at the Meeting represented 72,662 shares.
1. | Election of Directors |
The eleven director nominees proposed by management were elected by a show of hands. Proxies were received as follows:
Nominee | Votes For | Percent | Withheld | Percent |
William D. Anderson | 103,485,911 | 94.54% | 5,972,620 | 5.46% |
Timothy W. Faithfull | 104,122,599 | 95.13% | 5,335,932 | 4.87% |
Dawn L. Farrell | 104,213,421 | 95.21% | 5,245,110 | 4.79% |
Alan J. Fohrer | 104,447,906 | 95.42% | 5,010,625 | 4.58% |
Gordon D. Giffin | 99,930,498 | 91.30% | 9,528,033 | 8.70% |
C. Kent Jespersen | 100,072,012 | 91.42% | 9,386,519 | 8.58% |
Michael M. Kanovsky | 104,392,635 | 95.37% | 5,065,896 | 4.63% |
Karen E. Maidment | 104,402,256 | 95.38% | 5,056,275 | 4.62% |
Yakout Mansour | 104,339,381 | 95.32% | 5,119,150 | 4.68% |
Georgia R. Nelson | 104,322,664 | 95.31% | 5,135,867 | 4.69% |
Martha C. Piper | 103,630,928 | 94.68% | 5,827,603 | 5.32% |
2. | Appointment of Auditors |
The Appointment of Ernst & Young LLP to serve as the independent auditors for 2014 was approved by a show of hands. Proxies were received as follows:
Votes For | Percent | Withheld | Percent |
111,689,849 | 98.65% | 1,525,958 | 1.35% |
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3. | Confirming Amendments and Restatement of By-law No. 1 |
The ordinary resolution confirming the amendments and restatement of By-law No. 1 of the Corporation was approved by a show of hands. Proxies were received as follows:
Votes For | Percent | Votes Against | Percent |
104,804,677 | 95.75% | 4,648,512 | 4.25% |
4. | Confirming Adoption of Advance Notice By-law No. 2 |
The vote conducted by ballot, approved an ordinary resolution confirming a new by-law of the Corporation, By-law No. 2, adopting advance notice requirements for nomination of directors by shareholders. The results of the ballot were as follows:
Votes For | Percent | Votes Against | Percent |
103,520,637 | 94.52% | 5,997,094 | 5.48% |
5. | Advisory Vote on Executive Compensation |
The vote conducted by ballot, approved, on an advisory basis, management’s approach to executive compensation. The results of the ballot were as follows:
Votes For | Percent | Votes Against | Percent |
100,369,641 | 91.65% | 9,147,347 | 8.35% |
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