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Institutional Account(s): All institutional accounts | | | | | | |
Essex Investment Management Company, LLC | | | | | | |
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1 | Authorize Issuance of Warrants without Preemptive Rights | Mgmt | Yes | For | For | For | For |
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| Research Notes: Under this item, management seeks shareholder approval in order to issue senior convertible notes | | | |
| in an aggregate principal amount of $40,000,000, with an initial conversion price of $10.64, and warrants with an | | | |
| aggregate amount of 1,504,184 ordinary shares representing approximately 4.46 percent of the company's issued | | | |
| share capital. The net proceeds from these issuances will be used for the development of the company's wind | | | |
| turbine assembly business.Since the proposed issuance of warrants falls within RMG's guidelines of 20 percent for | | | |
| share issuances without preemptive rights, shareholders are recommended to vote FOR this item. | | | | |
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2 | Amend Articles Re: Delete the Requirement of Shareholder | Mgmt | Yes | For | Against | Against | Against |
| Approval for Issuances of Shares | | | | | | |
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| Research Notes: Under this item, management seeks shareholder approval in order to delete the requirement of | | | |
| prior shareholder approval for issuance of shares.Background and RationaleCurrently, Articles 3, 4, and 5 of the | | | |
| restated articles of the company specify that issuances of authorized but unissued shares, either common or | | | |
| preferred, will be subject to shareholder approval. The board believes that this provision should be deleted and it | | | |
| proposes that issuances should be under the discretion and disposal of the directors. The board states that this | | | |
| would provide greater flexibility in issuing shares for capital raising. Further, the board explains that the provision | | | |
| hinders the company from engaging in business transactions in a timely manner and it also causes the company to | | | |
| incur additional expenses in organizing a meeting to obtain shareholder consent.RecommendationRMG evaluates | | | |
| article amendments on a case-by-case basis. In this case, the board is asking shareholder approval to waive their | | | |
| right regarding approval for share issuances. While it is noted that the board intends to achieve business flexibility, | | | |
| this proposal is deleterious to shareholder's welfare as large issuances can lead to excessive dilution. In addition, | | | |
| share issuances is an important matter best left for shareholders to evaluate and decide. It should not be under the | | | |
| sole discretion of the board. Given the detoriation of the rights of the shareholders as a result of the proposed | | | |
| removal of the requirement for shareholders' vote, support for this resolution is not recommended. | | | | |
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3 | Increase Authorized Common Stock | Mgmt | Yes | For | Against | Against | Against |
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| Research Notes: Under this item, management seeks shareholder approval to increase the authorized share capital | | | |
| of the company from 51 million to 151 million shares by creating an additional 100 million unissued ordinary shares, | | | |
| representing an increase of 196.1 percent. Currently, the issued share capital represents 66.1 percent of the | | | |
| authorized share capital. If this resolution is approved, the issued share capital would represent approximately 22.32 | | | |
| percent of the new authorized share capital. According to the meeting materials, the increase in authorized share | | | |
| capital would allow the company to have sufficient authorized share capital for future transactions of the company | | | |
| including capital enhancement, acquisitions, share splits, share dividends, and employee incentive plans.Generally, | | | |
| non-specific proposals to increase authorized capital up to 100 percent over the current authorization would be | | | |
| supported unless the increase would leave the company with less than 30 percent of its new authorization | | | |
| outstanding share capital. In this case, a 196 percent increase authorized share capital, which would leave only | | | |
| 22.32 percent of the new authorization outstanding, does not warrant support. | | | | | |
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4 | Amend Articles Re: Shareholder Meeting Procedure | Mgmt | Yes | For | For | For | For |
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| Research Notes: Under this item, management seeks shareholder approval in order to amend the articles of | | | |
| association to clarify shareholder meeting procedures.Background and RationaleThis amendment is intended to | | | |
| clarify the rights of shareholders with respect to shareholder meetings. The board believes that this amendment | | | |
| would provide shareholders with greater ability to participate in meetings of shareholders and to clarify the | | | |
| appointment of a chairman for any meeting.Some of the significant changes include participation of a proxy by | | | |
| telephone or other electronic means, the ability of the members to elect a chairman, and automatic appointment of | | | |
| a chairman, representing the greatest number of voting shares, in instances the members are unable to choose | | | |
| accordingly.RecommendationConsidering that the amendment would lead to the improvement of shareholder's | | | |
| welfare and improve the communication between the company and its shareholders, this item warrants support. | | | |
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5 | Amend Articles Re: Delete the Requirement for a Classified | Mgmt | Yes | For | For | For | For |
| Board of Directors | | | | | | |
| Research Notes: Under this item, management seeks shareholder approval in order to delete the requirement for a | | | |
| classified board of directors.Background and RationaleThe restated articles of the company have a a provision that | | | |
| the company must have a classified board of directors, with three classes. At present, the directors are not divided | | | |
| into classes.The board believes that amending this provision would eliminate undue procedures and requirements | | | |
| regarding the composition and election of the board of directors and improve efficiency of management. | | | |
| RecommendationRMG support proposals calling for the abolition of a classified board. The ability to elect directors is | | | |
| the single most important use of the shareholder franchise. A classified board can entrench management and | | | |
| effectively preclude most takeover bids or proxy contests. All directors should be accountable on an annual basis. | | | |
| Considering that the proposed amendment is in line with RMG's guidelines and in the absence of negative news | | | |
| releases regarding this proposal, this resolution warrants support. | | | | | | |
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6 | Ratify MSCM LLP as Auditors | Mgmt | Yes | For | For | For | For |