UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERD MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: | 811-22172 |
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Exact name of registrant as specified in charter: | World Funds Trust |
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Address of principal executive offices: | 8730 Stony Point Parkway, Suite 205 |
| Richmond, VA 23235 |
Name and address of agent for service: | The Corporation Trust Company |
| 1209 Orange Street |
| Wilmington, DE 19801 |
| with a copy to: |
| Practus, LLP |
| 11300 Tomahawk Creek Parkway, Suite 310 |
| Leawood, KS 66211 |
Registrant’s telephone number, including area code: | 800-267-7400 |
Date of fiscal year end: | March 31 |
Date of reporting period: | July 1, 2020 to June 30, 2021 |
Item 1. Proxy Voting Record.
OTG Latin America Fund
-------------------------------------------------------------------------------------------------------------------------- AFYA LIMITED Agenda Number: 935299986 -------------------------------------------------------------------------------------------------------------------------- Security: G01125106 Meeting Type: Annual Ticker: AFYA Meeting Date: 09-Dec-2020 ISIN: KYG011251066 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO RESOLVE, AS AN ORDINARY RESOLUTION, THAT THE Mgmt For For COMPANY'S FINANCIAL STATEMENTS AND THE AUDITOR'S REPORT FOR THE FISCAL YEAR ENDED 31 DECEMBER, 2019, BE APPROVED AND RATIFIED. 2. TO RE-ELECT THE BELOW NOMINEES AS DIRECTORS OF THE Mgmt For For COMPANY, EACH TO SERVE FOR A TWO YEAR TERM, OR UNTIL SUCH PERSON RESIGNS OR IS REMOVED IN ACCORDANCE WITH THE TERMS OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY: JOÃO PAULO SEIBEL DE FARIA, VANESSA CLARO LOPES, FLÁVIO DIAS FONSECA DA SILVA, MIGUEL FILISBINO PEREIRA DE PAULA, DAULINS RENI EMILIO. -------------------------------------------------------------------------------------------------------------------------- AMBEV S.A. Agenda Number: 935401872 -------------------------------------------------------------------------------------------------------------------------- Security: 02319V103 Meeting Type: Special Ticker: ABEV Meeting Date: 29-Apr-2021 ISIN: US02319V1035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1 To analyze and approve the management accounts, with Mgmt No vote examination, discussion and voting on the financial statements related to the fiscal year ended December 31, 2020. O2 To resolve on the allocation of the net profits for Mgmt No vote the fiscal year ended December 31, 2020 and ratification of the payments of interest on own capital and dividends related to the fiscal year ended December 31, 2020, approved by the Board of Directors at the meetings held, respectively, on December 9 and December 21, 2020. O3A Controller Slate - Fiscal Council: José Ronaldo Vilela Mgmt No vote Rezende, Elidie Palma Bifano, Emanuel Sotelino Schifferle (Alternate) Eduardo Rogatto Luque (Alternate). You can only vote in favor of either 3A or 3B. O3B Separate Election of the fiscal council - Candidates Mgmt No vote nominated by minority shareholders: Vinicius Balbino Bouhid, Carlos Tersandro Fonseca Adeodato (Alternate). You can only vote in favor of either 3A or 3B. O4 To determine the managers' overall compensation for Mgmt No vote the year of 2021, in the annual amount of up to R$ 123,529,137.63, 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. O5 To determine the overall compensation of the Fiscal Mgmt No vote Council's members for the year of 2021, in the annual amount of up to R$ 1,845,504.00, with alternate members' compensation corresponding to half of the amount received by the effective members, in accordance with the Management Proposal. E1 To approve the amendment of the heading of article 2 Mgmt No vote of the Bylaws to reflect the change in the management body responsible for deciding on the opening, maintenance and closure of branches, offices, deposits or representation agencies of the Company, according to Exhibit B.I of the Management Proposal. E2 To approve the amendment of items "b", "h", "i" and Mgmt No vote "m" and include items "o" and "p", all of article 3 of the Bylaws, to detail in the corporate purpose ancillary activities to the Company's main activities, according to Exhibit B.i of the Management Proposal. E3 To approve the amendment of the heading of article 5 Mgmt No vote of the 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 Exhibit B.I of the Management Proposal. E4 To approve the amendment of item "s" of article 21 of Mgmt No vote the Bylaws in order to specify the competence of the Board of Directors to decide on the participation of the Company in other companies and ventures, according to Exhibit B.I of the Management Proposal. E5 In view of the proposed amendments to the Bylaws Mgmt No vote described above, to approve the consolidation of the Company's Bylaws, according to the Management Proposal. -------------------------------------------------------------------------------------------------------------------------- BANCO BRADESCO S A Agenda Number: 935337964 -------------------------------------------------------------------------------------------------------------------------- Security: 059460303 Meeting Type: Annual Ticker: BBD Meeting Date: 10-Mar-2021 ISIN: US0594603039 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 3. Election of the Fiscal Council: Candidates appointed Mgmt For For by preferred shareholders - Separate election; Cristiana Pereira / Ava Cohn. -------------------------------------------------------------------------------------------------------------------------- BANCO SANTANDER, S.A. Agenda Number: 935278792 -------------------------------------------------------------------------------------------------------------------------- Security: 05964H105 Meeting Type: Special Ticker: SAN Meeting Date: 27-Oct-2020 ISIN: US05964H1059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Resolution 1 Mgmt For For 2A Resolution 2A Mgmt For For 2B Resolution 2B Mgmt For For 3A Resolution 3A Mgmt For For 3B Resolution 3B Mgmt For For 4 Resolution 4 Mgmt For For 5 Resolution 5 Mgmt For For -------------------------------------------------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Agenda Number: 935345670 -------------------------------------------------------------------------------------------------------------------------- Security: 060505104 Meeting Type: Annual Ticker: BAC Meeting Date: 20-Apr-2021 ISIN: US0605051046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Sharon L. Allen Mgmt For For 1B. Election of Director: Susan S. Bies Mgmt For For 1C. Election of Director: Frank P. Bramble, Sr. Mgmt For For 1D. Election of Director: Pierre J.P. de Weck Mgmt For For 1E. Election of Director: Arnold W. Donald Mgmt For For 1F. Election of Director: Linda P. Hudson Mgmt For For 1G. Election of Director: Monica C. Lozano Mgmt For For 1H. Election of Director: Thomas J. May Mgmt For For 1I. Election of Director: Brian T. Moynihan Mgmt For For 1J. Election of Director: Lionel L. Nowell III Mgmt For For 1K. Election of Director: Denise L. Ramos Mgmt For For 1L. Election of Director: Clayton S. Rose Mgmt For For 1M. Election of Director: Michael D. White Mgmt For For 1N. Election of Director: Thomas D. Woods Mgmt For For 1O. Election of Director: R. David Yost Mgmt For For 1P. Election of Director: Maria T. Zuber Mgmt For For 2. Approving our executive compensation (an advisory, Mgmt For For nonbinding "Say on Pay" resolution). 3. Ratifying the appointment of our independent Mgmt For For registered public accounting firm for 2021. 4. Amending and restating the Bank of America Corporation Mgmt For For Key Employee Equity Plan. 5. Shareholder proposal requesting amendments to our Shr Against For proxy access by law. 6. Shareholder proposal requesting amendments to allow Shr Against For shareholders to act by written consent. 7. Shareholder proposal requesting a change in Shr Against For organizational form. 8. Shareholder proposal requesting a racial equity audit. Shr Against For -------------------------------------------------------------------------------------------------------------------------- BRF S.A. Agenda Number: 935386664 -------------------------------------------------------------------------------------------------------------------------- Security: 10552T107 Meeting Type: Annual Ticker: BRFS Meeting Date: 27-Apr-2021 ISIN: US10552T1079 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1 To approve the management's accounts and financial Mgmt For For statements of the Company related to the fiscal year ended on December 31, 2020, including the absorption of the profit of such year by the balance of accumulated losses. O2 To set the annual global compensation for the year Mgmt For For 2021 for the Company's Managers (Board of Directors and Board of Officers) in ...(due to space limits, see proxy material for full proposal). O3A Election of member of the Fiscal Council: Attilio Mgmt For For Guaspari (Effective) / Marcus Vinicius Dias Severini (Alternate) O3B Election of member of the Fiscal Council: Maria Paula Mgmt For For Soares Aranha (Effective) / Mônica Hojaij Carvalho Molina (Alternate) O3C Election of member of the Fiscal Council: André Mgmt For For Vicentini (Effective) / Valdecyr Maciel Gomes (Alternate) O4 To set the compensation for the fiscal year 2020 for Mgmt For For the effective members of the Fiscal Council in an amount corresponding to 10% (ten percent) of the average amount of the compensation attributed to the Company's Officers (excluding benefits, sums of representation and profit sharing), pursuant to article 162, paragraph 3, of Law no. 6.404/1976. E1 To amend article 3 of the Company's Bylaws, in order Mgmt For For to include, in the corporate purpose, the (i) manufacture by its own or on ...(due to space limits, see proxy material for full proposal). E2 To amend Article 33 of the Company's Bylaws, in order Mgmt For For to (1) establish that the Coordinator of the Audit and Integrity ...(due to space limits, see proxy material for full proposal). E3 Consolidate the Company's Bylaws with the approved Mgmt For For changes. E4A Exclude the concepts of "Parity Actions", "Total Mgmt For For Shareholder Return - TSR" and "Funds Committed", and, therefore change items 1.1, 5.3, 5.3.1 and 7.1 and exclude items 5.3.2 and 7.2 of the Restricted Stocks Plan. E4B Insert the possibility for the Company, at its sole Mgmt For For discretion and subject to any restrictions and procedures provided for in the applicable legislation and regulation, to grant restricted shares in the form of American Depositary Receipts - ADRs, with the consequent inclusion of a new item 6.2 in the Restricted Stocks Plan. E4C Consolidate the competence of the Board of Directors Mgmt For For to establish the effects of the Beneficiary's termination in relation to "Restricted Stock Not Fully Acquired", with the consequent amendment of item 8.1 and the exclusion of the current items 8.2 and 8.3 of the Restricted Stocks Plan. E4D Implement wording adjustments, without material Mgmt For For alteration of content, with the consequent alteration of items 1.1 (concepts of "Restricted Stock Not Fully Acquired" and "Committee"), 2.1, 3.1, 3.2, 4.1, 4.2(d), 4.3, 6.1, 7.3, 7.4, 10.2 and 10.3 and the exclusion of the current item 6.2 of the Restricted Stocks Plan. -------------------------------------------------------------------------------------------------------------------------- CITIGROUP INC. Agenda Number: 935349515 -------------------------------------------------------------------------------------------------------------------------- Security: 172967424 Meeting Type: Annual Ticker: C Meeting Date: 27-Apr-2021 ISIN: US1729674242 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Ellen M. Costello Mgmt For For 1B. Election of Director: Grace E. Dailey Mgmt For For 1C. Election of Director: Barbara J. Desoer Mgmt For For 1D. Election of Director: John C. Dugan Mgmt For For 1E. Election of Director: Jane N. Fraser Mgmt For For 1F. Election of Director: Duncan P. Hennes Mgmt For For 1G. Election of Director: Peter B. Henry Mgmt For For 1H. Election of Director: S. Leslie Ireland Mgmt For For 1I. Election of Director: Lew W. (Jay) Jacobs, IV Mgmt For For 1J. Election of Director: Renée J. James Mgmt For For 1K. Election of Director: Gary M. Reiner Mgmt For For 1L. Election of Director: Diana L. Taylor Mgmt For For 1M. Election of Director: James S. Turley Mgmt For For 1N. Election of Director: Deborah C. Wright Mgmt For For 1O. Election of Director: Alexander R. Wynaendts Mgmt For For 1P. Election of Director: Ernesto Zedillo Ponce de Leon Mgmt For For 2. Proposal to ratify the selection of KPMG LLP as Citi's Mgmt For For independent registered public accounting firm for 2021. 3. Advisory vote to approve Citi's 2020 Executive Mgmt For For Compensation. 4. Approval of additional authorized shares under the Mgmt For For Citigroup 2019 Stock Incentive Plan. 5. Stockholder proposal requesting an amendment to Citi's Shr Against For proxy access by-law provisions pertaining to the aggregation limit. 6. Stockholder proposal requesting an Independent Board Shr Against For Chairman. 7. Stockholder proposal requesting non-management Shr Against For employees on director nominee candidate lists. 8. Stockholder proposal requesting a report disclosing Shr Against For information regarding Citi's lobbying payments, policies and activities. 9. Stockholder proposal requesting a racial equity audit Shr Against For analyzing Citi's adverse impacts on nonwhite stakeholders and communities of color. 10. Stockholder proposal requesting that the Board approve Shr Against For an amendment to Citi's Certificate of Incorporation to become a Public Benefit Corporation and to submit the proposed amendment to stockholders for approval. -------------------------------------------------------------------------------------------------------------------------- COMPANHIA BRASILEIRA DE DISTRIBUICAO Agenda Number: 935317633 -------------------------------------------------------------------------------------------------------------------------- Security: 20440T300 Meeting Type: Special Ticker: CBD Meeting Date: 31-Dec-2020 ISIN: US20440T3005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Ratify the appraisal firm's appointment and Mgmt No vote contracting of Magalhães Andrade S/S Auditores Independentes, enrolled with CNPJ/ME under No. 62.657.242/0001-00 ("Appraisal Firm"), for the evaluation of the spun-off portion of Sendas Distribuidora S.A., enrolled with CNPJ/ME under No. 06.057.223/0001-71 ("Sendas") to be merged into the Company ("Sendas's Spun-off Portion"). 2. Approve Sendas' Spun-off Portion appraisal report Mgmt No vote prepared by Appraisal Firm. 3. Ratify the signature of the "Partial Spin-off Protocol Mgmt No vote of Sendas Sendas with the Merger of the Spun-off Portion into the Company"("Sendas' Protocol"). 4. Approve the merger of the Sendas' Spun-off Portion Mgmt No vote into the Company, as well as other procedures set forth in the Sendas'Protocol, as per the terms of the Sendas's Protocol ("Sendas' Spin-off"). 5. Authorize the Company's Executive Board's members to Mgmt No vote undertake any necessary, useful and/or convenient acts deemed necessary for the implementation of the Sendas' Spin-off, as well as other procedures described in the Sendas' Protocol, as per the terms of the Sendas's Protocol 6. Ratify the appointment and contracting of the Mgmt No vote Appraisal Firm for the evaluation of the spun-off portion of the Company to bemerged into Sendas ("CBD's Spun-off Portion"). 7. Approve the CBD's Spun-off Portion appraisal report Mgmt No vote prepared by Appraisal Firm. 8. Ratify the signature of the "Partial Spin-off Protocol Mgmt No vote of the Company with the Merger of the Spun-off Portion into Sendas Sendas"("CBD's Protocol"). 9. Approve the Company's partial spin-off with the merger Mgmt No vote of the CBD's Spun-off Portion into Sendas, as well as other procedures set forth in the CBD's Protocol, as per the terms of the CBD's Protocol ("CBD's Spin-off"). 10. Authorize the Company's Executive Board's members to Mgmt No vote undertake any necessary, useful and/or convenient acts deemed necessary for the implementation of the CBD's Spin-off 11. Approve the amendment to Article 4 of the Company's Mgmt No vote Bylaws as a result of the capital reduction resulting from the CBD's Spin-off, under the terms and conditions indicated in the CBD's Protocol, if approved, as well as to reflect the capital increase approved at the meeting of the Board of Directors of Company held on October 28, 2020. 12. Approve the consolidation of the Company's Bylaws to Mgmt No vote include the abovementioned changes. -------------------------------------------------------------------------------------------------------------------------- COMPANHIA BRASILEIRA DE DISTRIBUICAO Agenda Number: 935394584 -------------------------------------------------------------------------------------------------------------------------- Security: 20440T300 Meeting Type: Annual Ticker: CBD Meeting Date: 28-Apr-2021 ISIN: US20440T3005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management A1) Review of the management's accounts, as well as Mgmt For For examination, discussion and voting of the Company's management report and financial statements for the fiscal year ended December 31, 2020. A2) Resolve on the proposal for allocation of profit for Mgmt For For the fiscal year ended December 31, 2020. A3) Determination of the annual global compensation of the Mgmt For For Company's directors, officers and fiscal council, if shareholders require its installation. E1) Increase in the Company's Share Capital due to the Mgmt For For excess of profit reserves in relation to the share capital, without the issuance of new shares. E2) Amendment of the Company's bylaws to provide for the Mgmt For For granting of indemnity agreements to directors and officers. E3) Approval of the consolidation of the Company's Bylaws Mgmt For For in order to incorporate the above amendments. O1) If shareholders propose the installation of a fiscal Mgmt For For council, approval of the installation of a fiscal council for the year of 2021. -------------------------------------------------------------------------------------------------------------------------- CREDICORP LTD. Agenda Number: 935273754 -------------------------------------------------------------------------------------------------------------------------- Security: G2519Y108 Meeting Type: Special Ticker: BAP Meeting Date: 16-Oct-2020 ISIN: BMG2519Y1084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Election of Director: Leslie Pierce Diez Canseco Mgmt For For -------------------------------------------------------------------------------------------------------------------------- CREDICORP LTD. Agenda Number: 935343739 -------------------------------------------------------------------------------------------------------------------------- Security: G2519Y108 Meeting Type: Annual Ticker: BAP Meeting Date: 31-Mar-2021 ISIN: BMG2519Y1084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To appoint the external auditors of the Company to Mgmt No vote perform such services for the 2021 financial year and to delegate the power to set and approve fees for such audit services to the Board of Directors (for further delegation to the Audit Committee thereof). -------------------------------------------------------------------------------------------------------------------------- GLOBANT S.A. Agenda Number: 935345745 -------------------------------------------------------------------------------------------------------------------------- Security: L44385109 Meeting Type: Annual Ticker: GLOB Meeting Date: 02-Apr-2021 ISIN: LU0974299876 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2. Approval of the consolidated accounts of the Company Mgmt No vote prepared under EU IFRS and IFRS as of and for the financial year ended December 31, 2020. 3. Approval of the Company's annual accounts under LUX Mgmt No vote GAAP as of and for the financial year ended December 31, 2020. 4. Allocation of results for the financial year ended Mgmt No vote December 31, 2020. 5. Vote on discharge (quitus) of the members of the Board Mgmt No vote of Directors for the proper exercise of their mandate during the financial year ended December 31, 2020. 6. Approval of the cash and share based compensation Mgmt No vote payable to the non-executive members of the Board of Directors for the financial year ending on December 31, 2021. 7. Appointment of PricewaterhouseCoopers, Société Mgmt No vote coopérative as independent auditor for the annual accounts and the EU IFRS consolidated accounts of the Company for the financial year ending on December 31, 2021. 8. Appointment of Price Waterhouse & Co. S.R.L. as Mgmt No vote independent auditor for the IFRS consolidated accounts of the Company for the financial year ending on December 31, 2021. 9. Re-appointment of Mr. Martín Migoya as member of the Mgmt No vote Board of Directors for a term ending on the date of the Annual General Meeting of Shareholders of the Company to be held in 2024. 10. Re-appointment of Mr. Philip Odeen as member of the Mgmt No vote Board of Directors for a term ending on the date of the Annual General Meeting of Shareholders of the Company to be held in 2024. 11. Re-appointment of Mr. Richard Haythornthwaite as Mgmt No vote member of the Board of Directors for a term ending on the date of the Annual General Meeting of Shareholders of the Company to be held in 2024. 12. Appointment of Ms. Maria Pinelli as member of the Mgmt No vote Board of Directors for a term ending on the date of the Annual General Meeting of Shareholders of the Company to be held in 2022. 13. Approval and ratification of the adoption and Mgmt No vote implementation of the Globant S.A. 2021 Employee Stock Purchase Plan. -------------------------------------------------------------------------------------------------------------------------- GRUPO SUPERVIELLE SA Agenda Number: 935252407 -------------------------------------------------------------------------------------------------------------------------- Security: 40054A108 Meeting Type: Annual Ticker: SUPV Meeting Date: 12-Aug-2020 ISIN: US40054A1088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Appointment of two shareholders to sign the Minutes of Mgmt No vote the Shareholders' Meeting. 2. Consideration of the resignation of a Director. Mgmt No vote Consideration of her performance. 3. Consideration of the appointment of a Director to Mgmt No vote replace the resigning Board member. 4. Authorizations. Mgmt No vote -------------------------------------------------------------------------------------------------------------------------- GRUPO SUPERVIELLE SA Agenda Number: 935381979 -------------------------------------------------------------------------------------------------------------------------- Security: 40054A108 Meeting Type: Annual Ticker: SUPV Meeting Date: 27-Apr-2021 ISIN: US40054A1088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Appointment of two shareholders to sign the Minutes of Mgmt For For the Shareholders' Meeting. 2. Consideration of the documentation required by section Mgmt For For 234, subsection 1 of the Law No. 19,550, for the fiscal year ended December 31, 2020. 3. Consideration of the performance of the Board of Mgmt For For Directors during the fiscal year ended December 31, 2020. 4. Consideration of the performance of the Supervisory Mgmt For For Committee during the fiscal year ended December 31, 2020. 5. Consideration of the remuneration to the Board of Mgmt For For Directors for the fiscal year ended December 31, 2020. 6. Consideration of the remuneration to the Supervisory Mgmt For For Committee for the fiscal year ended December 31, 2020. 7. Determination of the number of Regular and Alternate Mgmt For For Directors and, where appropriate, election thereof until the number fixed by the Shareholders' Meeting is completed. 8. Appointment of members of the Supervisory Committee. Mgmt For For 9. Allocation of the results of the fiscal year ended Mgmt For For December 31, 2020...(due to space limits, see proxy statement for full proposal). 10. Consideration of the total or partial release of the Mgmt For For Voluntary Reserve created for the future distribution of dividends and / or delegation of powers to the Board of Directors to release totally or partially such Voluntary Reserve and to determine the opportunity, currency, term and other terms and conditions of the payment of dividends according to the scope of the delegation granted by the Shareholders' Meeting. 11. Remuneration of the Certifying Accountant of the Mgmt For For financial statements for the fiscal year ended December 31, 2020. 12. Appointment of Regular and Alternate Certifying Mgmt For For Accountants of the financial statements for the fiscal year to end December 31, 2021 and determination of their remuneration. 13. Allocation of the budget to the Audit Committee in the Mgmt For For terms of section 110 of the Capital Markets Law No. 26,831, to obtain legal advice and advice from other independent professional and hire their services. 14. Consideration of the creation of a Global Program for Mgmt For For the Issuance of Simple, Short, Medium and/or Long-Term Negotiable Obligations, not convertible into shares, subordinated or not, with or without guarantee, to be issued in one or more classes and / or series for up to a maximum amount in circulation at any time during the term of the Program of US$ 50,000,000 or its equivalent in other currencies and / or units of value or measure (the "Program"). 15. Consideration of the authorization request for (a) the Mgmt For For creation of the Program and the public offering of the classes and / or series to be timely issued under the Program before the Argentine Securities Commission (the "CNV"); and (b) the listing and / or negotiation of the negotiable obligations issued under the Program before Bolsas y Mercados Argentinos S.A. ("BYMA") through the Buenos Aires Stock Exchange ("BCBA") and / or Mercado Abierto Electrónico S.A. ("MAE"). 16. Delegation of powers to the Board of Directors (with Mgmt For For powers to subdelegate to one or more of its members or to one or more officers of the Company)..(due to space limits, see proxy statement for full proposal). 17. Amendment to the bylaws. Amendment and replacement of Mgmt For For Section Six Subsection c) and Section Eleventh, and incorporation of Section Fourteen bis. 18. Authorizations. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- IRSA INVERSIONES Y REPRESENTACIONES S.A. Agenda Number: 935283868 -------------------------------------------------------------------------------------------------------------------------- Security: 450047204 Meeting Type: Annual Ticker: IRS Meeting Date: 26-Oct-2020 ISIN: US4500472042 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Appointment of two shareholders to sign the meetings' Mgmt For For minutes 2. Consideration of documents contemplated in paragraph Mgmt For For 1, Section 234, Law No. 19,550 for the fiscal year ended June 30, 2020. 3. Allocation of net gain for the fiscal year ended June Mgmt For For 30, 2020 for $11,649,829,387.15. Distribution of dividends in kind. 4. Consideration of Board of Directors' performance for Mgmt For For the Fiscal Year ended June 30, 2020. 5. Consideration of Supervisory Committee's performance Mgmt For For for the Fiscal Year ended June 30, 2020. 6. Consideration of compensation payable to the Board of Mgmt For For Directors ($71,450,320, allocated sum) for the Fiscal Year ended June 30, 2020. 7. Consideration of compensation payable to the Mgmt For For Supervisory Committee ($1,575,000, allocated sum) for the Fiscal Year ended June 30, 2020. 8. Determination of number and appointment of regular Mgmt For For directors and alternate directors for a term of three fiscal years. 9. Appointment of regular and alternate members of the Mgmt For For Supervisory Committee for a term of one fiscal year. 10. Appointment of certifying accountant for the next Mgmt For For fiscal year. 11. Consideration of the approval of compensation for Mgmt For For $23,498,908 payable to certifying accountant for the fiscal year ended June 30, 2020. 12. Consideration of annual budget for implementation of Mgmt For For the audit committee's annual plan. 13. Consideration of incentive plan for employees, Mgmt For For management, and directors, approved on the Shareholders Meeting held on October 30, 2019. Guidelines for the implementation of the plan that will be bonused to its beneficiaries, paying up the corresponding capital increase with reserves of the company according to Art. 68 of Law 26,831 of Capital Market. 14. Authorization to carry out registration proceedings Mgmt For For relating to this shareholders' meeting before the Argentine securities commission and the general superintendence of corporations. -------------------------------------------------------------------------------------------------------------------------- IRSA PROPIEDADES COMERCIALES S A Agenda Number: 935283298 -------------------------------------------------------------------------------------------------------------------------- Security: 463588103 Meeting Type: Annual Ticker: IRCP Meeting Date: 26-Oct-2020 ISIN: US4635881034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1) Appointment of two shareholders to sign the meetings' Mgmt For For minutes. 2) Consideration of documents contemplated in paragraph Mgmt For For 1, Section 234, Law No. 19,550 for the fiscal year ended June 30, 2020. 3) Consideration of the capital increase from the sum of Mgmt For For $126,014,050 to the sum of $54,292,118,050 through the capitalization of reserves and the consequential issue of shares for the amount of $54,166,104,000 to distribute among the shareholders in proportion of their ownership. 4) Allocation of net gain for the fiscal year ended June Mgmt For For 30, 2020 for $17,089,535,712 distribution of cash dividends in periodical installments for up to $9,700,000,000. 5) Consideration of Board of Directors' performance for Mgmt For For the Fiscal Year ended June 30, 2020. 6) Consideration of Supervisory Committee's performance Mgmt For For for the Fiscal Year ended June 30, 2020. 7) Consideration of compensation payable to the Board of Mgmt For For Directors ($320,769,717, allocated sum) for the Fiscal Year ended June 30, 2020. 8) Consideration of compensation payable to the Mgmt For For Supervisory Committee ($1,575,000, allocated sum) for the Fiscal Year ended June 30, 2020. 9) Determination of number and appointment of regular Mgmt For For directors and alternate directors for a term of three fiscal years. 10) Appointment of regular and alternate members of the Mgmt For For Supervisory Committee for a term of one fiscal year. 11) Appointment of certifying accountant for the next Mgmt For For fiscal year. 12) Approval of compensation for $28,770,129 payable to Mgmt For For certifying accountant for the fiscal year ended June 30, 2020. 13) Consideration of annual budget for implementation of Mgmt For For the audit committee's annual plan. 14) Consideration of incentive plan for employees, Mgmt For For management and directors, approved on the Shareholders Meeting held on October 30, 2019. Application of 1% of the stock capital from the capitalization for released shares provided in Item 3 of this Agenda for the incentive plan according to Art. 68 of Law 26,831 of Capital Market. 15) Consideration of the amendment of Article 6 of the Mgmt For For bylaws due to a change in the nominal value of the shares from the sum of $1 to the sum of $100. 16) Authorization to carry out registration proceedings Mgmt For For relating to this shareholders' meeting before the Argentine securities commission and the general superintendence of corporations. -------------------------------------------------------------------------------------------------------------------------- MEDALLIA, INC. Agenda Number: 935387779 -------------------------------------------------------------------------------------------------------------------------- Security: 584021109 Meeting Type: Annual Ticker: MDLA Meeting Date: 28-May-2021 ISIN: US5840211099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Class II Director: Leslie Kilgore Mgmt For For 1B. Election of Class II Director: Stanley Meresman Mgmt For For 1C. Election of Class II Director: Steven Walske Mgmt For For 2. Ratification of the appointment of Ernst & Young LLP Mgmt For For as our independent registered public accounting firm for the fiscal year ending January 31, 2022. 3. To approve, on an advisory basis, the compensation of Mgmt For For our named executive officers. 4. To approve, on an advisory basis, the frequency of Mgmt 1 Year For future stockholder advisory votes on the compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- MERCADOLIBRE, INC. Agenda Number: 935420858 -------------------------------------------------------------------------------------------------------------------------- Security: 58733R102 Meeting Type: Annual Ticker: MELI Meeting Date: 08-Jun-2021 ISIN: US58733R1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Nicolás Galperin Mgmt For For Henrique Dubugras Mgmt For For 2. To approve, on an advisory basis, the compensation of Mgmt For For our named executive officers for fiscal year 2020. 3. Ratification of the appointment of Deloitte & Co. S.A. Mgmt For For as our independent registered public accounting firm for the fiscal year ending December 31, 2021. -------------------------------------------------------------------------------------------------------------------------- PAGSEGURO DIGITAL, LTD-CIA Agenda Number: 935243701 -------------------------------------------------------------------------------------------------------------------------- Security: G68707101 Meeting Type: Annual Ticker: PAGS Meeting Date: 29-Jul-2020 ISIN: KYG687071012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To receive and adopt the consolidated financial Mgmt For For statements for the year ended December 31, 2019 together with the auditor's report, as filed with the U.S. Securities and Exchange Commission in the Company's annual report on Form 20-F on April 22, 2020 2.1 Re-election of Director: Luis Frias Mgmt For For 2.2 Re-election of Director: Maria Judith de Brito Mgmt For For 2.3 Re-election of Director: Eduardo Alcaro Mgmt For For 2.4 Re-election of Director: Noemia Mayumi Fukugauti Mgmt For For Gushiken 2.5 Re-election of Director: Cleveland Prates Teixeira Mgmt For For 2.6 Re-election of Director: Marcia Nogueira de Mello Mgmt For For 2.7 Re-election of Director: Ricardo Dutra da Silva Mgmt For For 3. To sanction the ratification of a Long-Term Incentive Mgmt For For Plan (the "LTIP Goals") in the form approved by the directors and as filed with the U.S. Securities and Exchange Commission in the Company's annual report on Form 20-F on April 22, 2020, subject to the number of Shares granted under the LTIP Goals in any financial year not exceeding one percent of the total issued and outstanding Shares of the Company in any such year. 4. To ratify and confirm all actions taken by the Mgmt For For directors and officers of the Company in relation to the business of the Company during the financial year ended December 31, 2019 and up to the date of the Annual General Meeting of the Company. -------------------------------------------------------------------------------------------------------------------------- PETROLEO BRASILEIRO S.A. - PETROBRAS Agenda Number: 935243092 -------------------------------------------------------------------------------------------------------------------------- Security: 71654V408 Meeting Type: Special Ticker: PBR Meeting Date: 09-Jul-2020 ISIN: US71654V4086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Proposal for the Revision of additional requirements Mgmt For For of unblemished reputation for members of the Senior Management and Fiscal Council and inclusion of these requirements in the Policy for the Nomination of Members of the Senior Management and Fiscal Council. 2. Amendment Proposal to the Bylaws to amend articles 13, Mgmt For For caput, and 43 of the Bylaws, and subsequent consolidation of the Bylaws, in accordance with the Management Proposal filed on the websites of the Brazilian Securities and Exchange Commission ("CVM") and the Company. -------------------------------------------------------------------------------------------------------------------------- PETROLEO BRASILEIRO S.A. - PETROBRAS Agenda Number: 935248725 -------------------------------------------------------------------------------------------------------------------------- Security: 71654V408 Meeting Type: Annual Ticker: PBR Meeting Date: 22-Jul-2020 ISIN: US71654V4086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Assessing the Management's accounts, examining, Mgmt Abstain discussing and voting on the Management's Report and the Company's Financial Statements, with the report from the independent auditors and the Fiscal Council Report, for the fiscal year ended on December 31, 2019. 2 Proposal for the Capital Budget for the fiscal year of Mgmt Abstain 2020. 3 Proposal for the Allocation of the Loss/Profit for the Mgmt Abstain fiscal year of 2019. 4 Proposal to establish eleven (11) members for the Mgmt Abstain Board of Directors. 5a1 Slate of Candidates nominated by the Controlling Mgmt Abstain Shareholder: Eduardo Bacellar Leal Ferreira, Roberto da Cunha Castello Branco, João Cox Neto, Maria Cláudia Mello Guimaraes, Nivio Ziviani, Omar Carneiro da Cunha Sobrinho, Ruy Flaks Schneider, Paulo Cesar de Souza e Silva 5a2 If one or more of the candidates that compose the Mgmt Abstain slate shown in 5a1 fails to integrate it, your votes will continue to be conferred to the slate. 5a3 In case of adoption of the multiple vote process, you Mgmt Abstain can vote A) to distribute your votes in among the members of Slate A ("For") who have been nominated by the controlling shareholder, or B) to distribute your votes among the members of Slate B ("Against") who have been nominated by the controlling shareholder and minority shareholders, or you can Abstain from voting on this resolution. See the proxy card document to view the full slates of directors. 5b1 Candidates nominated by minority shareholders for the Mgmt Abstain separate election process: Marcelo Mesquita de Siqueira Filho 6 Election of Chairman of the Board of Directors: Mgmt Abstain Eduardo Bacellar Leal Ferreira 7. Proposal to establish five (5) members for the Fiscal Mgmt Abstain Council. 8a1 Slate of Candidates nominated by the controlling Mgmt Abstain shareholder: Holder: Agnes Maria de Aragão da Costa/ Substitute: Jairez Elói de Sousa Paulista Holder: Sérgio Henrique Lopes de Sousa/ Substitute: Alan Sampaio Santos; Holder: José Franco Medeiros de Morais/ Substitute: Gildenora Batista Dantas Milhomem 8a2 If one or more of the candidates that compose the Mgmt Abstain slate fails to integrate it to accommodate the separate election, your votes will continue to be conferred to the slate. 8b Candidates appointed by minority shareholders for the Mgmt Abstain Separate Election: Holder: Marcelo Gasparino da Silva/ Substitute: Paulo Roberto Evangelista de Lima 9 Establishing the compensation for the members of the Mgmt Abstain Management, Fiscal Council, and Advisory Committees of the Board of Directors. -------------------------------------------------------------------------------------------------------------------------- PETROLEO BRASILEIRO S.A. - PETROBRAS Agenda Number: 935301387 -------------------------------------------------------------------------------------------------------------------------- Security: 71654V408 Meeting Type: Special Ticker: PBR Meeting Date: 30-Nov-2020 ISIN: US71654V4086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Amendment Proposal to the Bylaws to amend articles 17, Mgmt For For 22, 23, 27, 30, 34, 47 and 57 of the Bylaws, and subsequent consolidation of the Bylaws, in accordance with the Management Proposal filed on the websites of the Brazilian Securities and Exchange Commission ("CVM") and the Company. -------------------------------------------------------------------------------------------------------------------------- PETROLEO BRASILEIRO S.A. - PETROBRAS Agenda Number: 935379671 -------------------------------------------------------------------------------------------------------------------------- Security: 71654V408 Meeting Type: Special Ticker: PBR Meeting Date: 12-Apr-2021 ISIN: US71654V4086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Removal of Mr. Roberto da Cunha Castello Branco from Mgmt No vote the position of member of the Board of Directors of Petrobras, which, once effective, pursuant to the provisions of paragraph 3 of art. 141 of the Brazilian Corporation Law, will result in the removal of the other seven (7) members of the Board of Directors of Petrobras elected by the multiple vote process in the Annual General Meeting of July 22, 2020. 2a Do you wish to request the adoption of the multiple Mgmt No vote vote process for the election of the board of directors, pursuant to art. 141 of Law 6,404 of 1976?. 2b Election of the board of directors by single group of Mgmt No vote candidates - Candidates nominated by the controlling shareholder: Eduardo Bacellar Leal Ferreira, Joaquim Silva e Luna, Ruy Flaks Schneider, Márcio Andrade Weber, Murilo Marroquim de Souza, Sonia Julia Sulzbeck Villalobos, Cynthia Santana Silveira, Ana Silvia Corso Matte. 2c If one of the candidates that compose the chosen group Mgmt No vote fails to integrate it, can the votes corresponding to their shares continue to be conferred on the chosen group? [If the shareholder chooses "Against" or "Abstain" and the slate has been changed, his vote will be counted as an abstention in the respective meeting resolution]. 2da Election of Director: Eduardo Bacellar Leal Ferreira Mgmt No vote 2db Election of Director: Joaquim Silva e Luna Mgmt No vote 2dc Election of Director: Ruy Flaks Schneider Mgmt No vote 2dd Election of Director: Márcio Andrade Weber Mgmt No vote 2de Election of Director: Murilo Marroquim de Souza Mgmt No vote 2df Election of Director: Sonia Julia Sulzbeck Villalobos Mgmt No vote 2dg Election of Director: Cynthia Santana Silveira Mgmt No vote 2dh Election of Director: Ana Silvia Corso Matte Mgmt No vote 2di Election of Director: Leonardo Pietro Antonelli Mgmt No vote (indicated by minority shareholders) 2dj Election of Director: Marcelo Gasparino da Silva Mgmt No vote (indicated by minority shareholders) 2dk Election of Director: Pedro Rodrigues Galvão de Mgmt No vote Medeiros (indicated by minority shareholders) 2e Election of the Chairman of the Board of Directors: Mgmt No vote Eduardo Bacellar Leal Ferreira -------------------------------------------------------------------------------------------------------------------------- PETROLEO BRASILEIRO S.A. - PETROBRAS Agenda Number: 935381905 -------------------------------------------------------------------------------------------------------------------------- Security: 71654V408 Meeting Type: Annual Ticker: PBR Meeting Date: 14-Apr-2021 ISIN: US71654V4086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Assessing the Management's accounts, examining, Mgmt For For discussing and voting on the Management's Report and the Company's Financial Statements, with the report from the independent auditors and the Fiscal Council Report, for the fiscal year ended on December 31, 2020. 2. Proposal for the allocation of the Loss/Profit for the Mgmt For For fiscal year of 2020. 3A. Election of members of the Fiscal Council: Candidates Mgmt For For nominated by the controlling shareholder: Main: Agnes Maria de Aragão da Costa; Alternate: Jairez Elói de Sousa Paulista; Main: Sergio Henrique Lopes de Sousa; Alternate: Alan Sampaio Santos; Main: José Franco Medeiros de Morais; Alternate: Gildenora Batista Dantas Milhomem 3B. If one of the candidates that compose the ticket fails Mgmt For For to integrate it to accommodate the separate election dealt with by arts. 161, Section 4, and 240 of Law No. 6,404 of 1976, can the votes corresponding to their shares continue to be conferred on the chosen ticket? 3D. Separate election of members of the Fiscal Council by Mgmt For For holders of common shares: Main: Patricia Valente Stierli; Alternate: Robert Juenemann 4. Establishing the compensation for the members of the Mgmt For For Management, Fiscal Council and Advisory Committees of the Board of Directors. 5. In the event of a second call of this General Meeting, Mgmt For For the voting instructions included in this ballot form be considered also for the second call of Meeting. 6 Proposal for the merger of Companhia de Mgmt For For Desenvolvimento e Modernização de Plantas Industriais S.A. (CDMPI) by Petróleo Brasileiro S.A. - Petrobras to: 6a. To ratify the contracting of MOREIRA ASSOCIADOS AUDITORES INDEPENDENTES (MOREIRA ASSOCIADOS) by Petrobras for the preparation of the Appraisal Report, at book value, of CDMPI's shareholders' equity, pursuant to paragraph 1 of article 227 of Law 6404, of December 15, 1976. ..Due to space limits, see proxy material for full proposal. 7. In the event of a second call of this General Meeting, Mgmt For For the voting instructions included in this ballot form be considered also for the second call of Meeting. -------------------------------------------------------------------------------------------------------------------------- SENDAS DISTRIBUIDORA S.A. Agenda Number: 935394572 -------------------------------------------------------------------------------------------------------------------------- Security: 81689T104 Meeting Type: Annual Ticker: ASAI Meeting Date: 28-Apr-2021 ISIN: US81689T1043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management A1. Review of the management's accounts, as well as Mgmt For For examination, discussion and voting of the Company's management report and financial statements for the fiscal year ended December 31, 2020. A2. Proposal for allocation of the net profit for the Mgmt For For fiscal year ended December 31, 2020, as detailed in the Management Proposal, in the following terms: (i) R$ 5.245.374,62 to the Legal Reserve; (ii) R$ 394.944.343,74 as minimum mandatory dividends, from which this amount, was already paid as interest on equity the gross amount of R$ 310,000,000.00 (which R$ 263,500,000.00 is the net amount already paid to the shareholders); and (iii) R$998.833.031,22 to the Expansion Reserve account. A3. Rectification of the annual global compensation for Mgmt For For the members of Company's management and Company's fiscal council, in case the Shareholders request its installation for the year 2021, in the terms of the Management Proposal, to up to R$92,332,869.71,being up to R$ 48,665,892.15 to the Board of Officers, up to R$43,126,977.55 to the Board of Directors and up to R$540,000.00 to the Fiscal Council. E1. Proposal of amendment of the Company's By-laws, Mgmt For For pursuant to the Management Proposal, to reflect the granting of contracts of indemnity, which is an important instrument of attraction and retention of executives, upon prior approval of the Company's Board of Directors. E2. Proposal to exclude Article 45 of the Company's Mgmt For For Bylaws, as proposed by the Management, so that this article provided that the effectiveness of certain clauses were subject to the beginning of the term of the Novo Mercado Participation Agreement. As this contract is already in effect, the clause has lost the object. E3. Proposal for consolidation of the Company's Bylaws, Mgmt For For subject to the approval of the resolutions of the previous items. E4. Approval for the evaluation report of the spun-off Mgmt For For portion of Companhia Brasileira de Distribuição approved by the shareholders initem 4.7 of the Extraordinary General Meeting held on 12/31/20 ("EGM of the Spin-off") which should have been included in its Attachment 4.7(ii) but which was not included in the version filed with the Board of Trade of the State of Rio de Janeiro ("JUCERJA"),to be included as an attachment to ..Due to space limits, see proxy material for full proposal. -------------------------------------------------------------------------------------------------------------------------- TELADOC HEALTH, INC. Agenda Number: 935274794 -------------------------------------------------------------------------------------------------------------------------- Security: 87918A105 Meeting Type: Special Ticker: TDOC Meeting Date: 29-Oct-2020 ISIN: US87918A1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approval of Share Issuance. To approve the issuance of Mgmt For For shares of Teladoc Health, Inc. ("Teladoc") common stock to the shareholders of Livongo Health, Inc. ("Livongo") pursuant to the Agreement and Plan of Merger, dated as of August 5, 2020, by and among Teladoc, Livongo, and Tempranillo Merger Sub, Inc., a wholly-owned subsidiary of Teladoc (the "Teladoc share issuance proposal"). 2. Adoption of Charter Amendment. To adopt an amendment Mgmt For For to the certificate of incorporation of Teladoc (the "Teladoc charter amendment proposal") 3. Adjournment of Teladoc Shareholder Meeting. To approve Mgmt For For the adjournment of the Teladoc shareholder meeting to solicit additional proxies if there are not sufficient votes at the time of the Teladoc shareholder meeting to approve the Teladoc share issuance proposal and the Teladoc charter amendment proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Teladoc shareholders. -------------------------------------------------------------------------------------------------------------------------- VALE S.A. Agenda Number: 935337089 -------------------------------------------------------------------------------------------------------------------------- Security: 91912E105 Meeting Type: Special Ticker: VALE Meeting Date: 12-Mar-2021 ISIN: US91912E1055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Amendments of wording: 1a. Amendment to the wording in Mgmt For For Article 1, head paragraph, to include the definition of Vale as "Company" and consequent amendment in subsequent provisions (Article 2, head paragraph; Article 3; Article 4; Article 5, paragraph 6; Article 6, head paragraph and paragraph 3; Article 7, IV to VI; Article 8, paragraph 2; Article 9, head paragraph; Article 10, head paragraph; Article 11, paragraphs 2 and 12; Article 12, Sole Paragraph; Article 14, I, V to IX,XI, XIII, ...(due to space limits, see proxy statement for full proposal). 2. Change in the positions of alternate member and new Mgmt For For rule for replacing directors: 2a. Elimination of the position of alternate member of the Board of Directors, except for the member and his or her alternate elected, in a separate vote, by the employees, according to the Management Proposal (Article 9, paragraph 1, Article 11, paragraph 2, and new, paragraphs 8, 9, and 12 of Article 11). 2b. New rule for replacement of Directors in the event of impediment/temporary absence or vacancy, ...(due to space limits, see proxy statement for full proposal). 3. Bringing flexibility in terms of the number of members Mgmt For For of the Board of Directors, which may be comprised of at least 11 and at most 13 members, according to the Management Proposal (head paragraph of Article 11). 4. Amendments of items referring to the independence Mgmt For For structure: 4a. Increasing the minimum number of independent members of the Board of Directors, according to the Management Proposal (Article 11, paragraph 3). 4b. According to the Management Proposal, including a new provision to define the concept of independent directors, in line with the best international practices in the market (new paragraph 4 of Article 11). 5. Provisions for the Chairman and Vice-Chairman: 5a. Mgmt For For Provision that the Chairman and Vice-Chairman of the Board of Directors be individually elected by the Shareholders' Meeting. 5b. Consolidation of former paragraphs 5 and 6 of Article 11 into the new paragraph 8 of Article 11 to address cases of vacancy of the positions of Chairman and Vice-Chairman of the Board. 5c. Provision that the Board of Directors shall be represented externally by its Chairman or by a director appointed by the latter (new paragraph 7 of Article 11). 6. Inclusion of the appointment, by the elected Mgmt For For independent members, of a lead independent member, and provision of the respective duties, according to the Management Proposal (new paragraph 6 of Article 11). 7. Inclusion of the procedure for submission of a voting Mgmt For For list, individually, by candidate, for the election of members of the Board of Directors, according to the Management Proposal (new paragraph 10, items I, II, III, IV and VII, of Article 11). 8. Provision that, for the election of members of the Mgmt For For Board of Directors, those candidates who receive the highest number of votes in favor are considered elected, and those candidates who have more votes against than in favor are excluded, subject to the number of vacancies to be filled, according to the Management Proposal (new paragraph 10, items V and VI, of Article 11). 9. Renumbering and adjustment to the wording in new Mgmt For For paragraphs 11 and 12 of Article 11, according to the Management Proposal. 10. Amendment to the head paragraph of Article 12 to Mgmt For For reduce the number of ordinary meetings and amend the minimum number of members to call a meeting of the Board of Directors, according to the Management Proposal. 11. Amendments on the responsibilities of the Board of Mgmt For For Directors and the Executive Board: 11a. Inclusion in Article 14, item VI, of the safety of people as a factor to be considered when establishing the purpose, guidelines and strategic plan of the Company, according to the Management Proposal. 11b. Inclusion to expressly state practices already adopted by Management, for approval of the Company's purposes, according to the Management Proposal (Article 14, item VII and Article 29, IV). ...(due to space limits, see proxy statement for full proposal). 12. Provisions about the Committees and the committees' Mgmt For For coordinators coordinators: 12a. Amendment in Article 15, head paragraph, of the number of permanent advisory committees, inclusion of the Compensation scope for the Personnel and Governance Committee and inclusion of the Nomination and Innovation Committees, according to the Management Proposal. 12b. According to the Management Proposal, inclusion in Article 15, paragraph 3, to regulate how to choose the advisory committees' coordinators. 13. Amendment of Article 23, paragraph 3, to increase the Mgmt For For term of office of the members of the Executive Board, according to the Management Proposal. 14. Restatement of the By-Laws to reflect the changes Mgmt For For approved at the Shareholders' Meeting. -------------------------------------------------------------------------------------------------------------------------- VALE S.A. Agenda Number: 935403472 -------------------------------------------------------------------------------------------------------------------------- Security: 91912E105 Meeting Type: Annual Ticker: VALE Meeting Date: 30-Apr-2021 ISIN: US91912E1055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Resolution 1 Mgmt No vote 2 Resolution 2 Mgmt No vote 3 Resolution 3 Mgmt No vote 4 Resolution 4 Mgmt No vote 5A Election of Director: José Luciano Duarte Penido (Vale Mgmt No vote Nominee). (You may only vote "FOR" in up to 12 of the 16 Directors in proposals 5A-5P. Your vote will be deemed invalid for proposal 5A-5P if you vote in favor of more than 12 directors) 5B Election of Director: Fernando Jorge Buso Gomes (Vale Mgmt No vote Nominee). (You may only vote "FOR" in up to 12 of the 16 Directors in proposals 5A-5P. Your vote will be deemed invalid for proposal 5A-5P if you vote in favor of more than 12 directors) 5C Election of Director: Clinton James Dines (Vale Mgmt No vote Nominee). (You may only vote "FOR" in up to 12 of the 16 Directors in proposals 5A-5P. Your vote will be deemed invalid for proposal 5A-5P if you vote in favor of more than 12 directors) 5D Election of Director: Eduardo de Oliveira Rodrigues Mgmt No vote Filho (Vale Nominee). (You may only vote "FOR" in up to 12 of the 16 Directors in proposals 5A-5P. Your vote will be deemed invalid for proposal 5A-5P if you vote in favor of more than 12 directors) 5E Election of Director: Elaine Dorward-King (Vale Mgmt No vote Nominee). (You may only vote "FOR" in up to 12 of the 16 Directors in proposals 5A-5P. Your vote will be deemed invalid for proposal 5A-5P if you vote in favor of more than 12 directors) 5F Election of Director: José Maurício Pereira Coelho Mgmt No vote (Vale Nominee). (You may only vote "FOR" in up to 12 of the 16 Directors in proposals 5A-5P. Your vote will be deemed invalid for proposal 5A-5P if you vote in favor of more than 12 directors) 5G Election of Director: Ken Yasuhara (Vale Nominee). Mgmt No vote (You may only vote "FOR" in up to 12 of the 16 Directors in proposals 5A-5P. Your vote will be deemed invalid for proposal 5A 5P. Your vote will be deemed invalid for proposal 5A-5P if you vote in favor of more than 12 directors) 5H Election of Director: Manuel Lino Silva de Sousa Mgmt No vote Oliveira (Ollie Oliveira) (Vale Nominee). (You may only vote "FOR" in up to 12 of the 16 Directors in proposals 5A-5P. Your vote will be deemed invalid for proposal 5A-5P if you vote in favor of more than 12 directors) 5I Election of Director: Maria Fernanda dos Santos Mgmt No vote Teixeira (Vale Nominee). (You may only vote "FOR" in up to 12 of the 16 Directors in proposals 5A-5P. Your vote will be deemed invalid for proposal 5A-5P if you vote in favor of more than 12 directors) 5J Election of Director: Murilo Cesar Lemos dos Santos Mgmt No vote Passos (Vale Nominee). (You may only vote "FOR" in up to 12 of the 16 Directors in proposals 5A-5P. Your vote will be deemed invalid for proposal 5A-5P if you vote in favor of more than 12 directors) 5K Election of Director: Roger Allan Downey (Vale Mgmt No vote Nominee). (You may only vote "FOR" in up to 12 of the 16 Directors in proposals 5A-5P. Your vote will be deemed invalid for proposal 5A-5P if you vote in favor of more than 12 directors) 5L Election of Director: Sandra Maria Guerra de Azevedo Mgmt No vote (Vale Nominee). (You may only vote "FOR" in up to 12 of the 16 Directors in proposals 5A-5P. Your vote will be deemed invalid for proposal 5A-5P if you vote in favor of more than 12 directors) 5M Election of Director: Marcelo Gasparino da Silva Mgmt No vote (Other Nominee). (You may only vote "FOR" in up to 12 of the 16 Directors in proposals 5A-5P. Your vote will be deemed invalid for proposal 5A-5P if you vote in favor of more than 12 directors) 5N Election of Director: Mauro Gentile Rodrigues Cunha Mgmt No vote (Other Nominee). (You may only vote "FOR" in up to 12 of the 16 Directors in proposals 5A-5P. Your vote will be deemed invalid for proposal 5A-5P if you vote in favor of more than 12 directors) 5O Election of Director: Rachel de Oliveira Maia (Other Mgmt No vote Nominee). (You may only vote "FOR" in up to 12 of the 16 Directors in proposals 5A-5P. Your vote will be deemed invalid for proposal 5A-5P if you vote in favor of more than 12 directors) 5P Election of Director: Roberto da Cunha Castello Branco Mgmt No vote (Other Nominee). (You may only vote "FOR" in up to 12 of the 16 Directors in proposals 5A-5P. Your vote will be deemed invalid for proposal 5A-5P if you vote in favor of more than 12 directors) 6 Resolution 6. (You may only vote "FOR" proposal 6 or Mgmt No vote you may vote in 7A-7P. Your vote for these proposals will be deemed invalid if you vote in favor of both groups) 7A Election of Director: José Luciano Duarte Penido (Vale Mgmt No vote Nominee). (You may only vote "FOR" proposal 6 or you may vote in 7A-7P. Your vote for these proposals will be deemed invalid if you vote in favor of both groups) 7B Election of Director: Fernando Jorge Buso Gomes (Vale Mgmt No vote Nominee). (You may only vote "FOR" proposal 6 or you may vote in 7A-7P. Your vote for these proposals will be deemed invalid if you vote in favor of both groups) 7C Election of Director: Clinton James Dines (Vale Mgmt No vote Nominee). (You may only vote "FOR" proposal 6 or you may vote in 7A-7P. Your vote for these proposals will be deemed invalid if you vote in favor of both groups) 7D Election of Director: Eduardo de Oliveira Rodrigues Mgmt No vote Filho (Vale Nominee). (You may only vote "FOR" proposal 6 or you may vote in 7A-7P. Your vote for these proposals will be deemed invalid if you vote in favor of both groups) 7E Election of Director: Elaine Dorward-King (Vale Mgmt No vote Nominee). (You may only vote "FOR" proposal 6 or you may vote in 7A-7P. Your vote for these proposals will be deemed invalid if you vote in favor of both groups) 7F Election of Director: José Maurício Pereira Coelho Mgmt No vote (Vale Nominee). (You may only vote "FOR" proposal 6 or you may vote in 7A-7P. Your vote for these proposals will be deemed invalid if you vote in favor of both groups) 7G Election of Director: Ken Yasuhara (Vale Nominee). Mgmt No vote (You may only vote "FOR" proposal 6 or you may vote in 7A-7P. Your vote for these proposals will be deemed invalid if you vote in favor of both groups) 7H Election of Director: Manuel Lino Silva de Sousa Mgmt No vote Oliveira (Ollie Oliveira) (Vale Nominee). (You may only vote "FOR" proposal 6 or you may vote in 7A-7P. Your vote for these proposals will be deemed invalid if you vote in favor of both groups) 7I Election of Director: Maria Fernanda dos Santos Mgmt No vote Teixeira (Vale Nominee). (You may only vote "FOR" proposal 6 or you may vote in 7A-7P. Your vote for these proposals will be deemed invalid if you vote in favor of both groups) 7J Election of Director: Murilo Cesar Lemos dos Santos Mgmt No vote Passos (Vale Nominee). (You may only vote "FOR" proposal 6 or you may vote in 7A-7P. Your vote for these proposals will be deemed invalid if you vote in favor of both groups) 7K Election of Director: Roger Allan Downey (Vale Mgmt No vote Nominee). (You may only vote "FOR" proposal 6 or you may vote in 7A-7P. Your vote for these proposals will be deemed invalid if you vote in favor of both groups) 7L Election of Director: Sandra Maria Guerra de Azevedo Mgmt No vote (Vale Nominee). (You may only vote "FOR" proposal 6 or you may vote in 7A-7P. Your vote for these proposals will be deemed invalid if you vote in favor of both groups) 7M Election of Director: Marcelo Gasparino da Silva Mgmt No vote (Other Nominee). (You may only vote "FOR" proposal 6 or you may vote in 7A-7P. Your vote for these proposals will be deemed invalid if you vote in favor of both groups) 7N Election of Director: Mauro Gentile Rodrigues Cunha Mgmt No vote (Other Nominee). (You may only vote "FOR" proposal 6 or you may vote in 7A-7P. Your vote for these proposals will be deemed invalid if you vote in favor of both groups) 7O Election of Director: Rachel de Oliveira Maia (Other Mgmt No vote Nominee). (You may only vote "FOR" proposal 6 or you may vote in 7A-7P. Your vote for these proposals will be deemed invalid if you vote in favor of both groups) 7P Election of Director: Roberto da Cunha Castello Branco Mgmt No vote (Other Nominee). (You may only vote "FOR" proposal 6 or you may vote in 7A-7P. Your vote for these proposals will be deemed invalid if you vote in favor of both groups) 8 Election of Chairman of the Board of Director: José Mgmt No vote Luciano Penido (An ADS holder may only vote "FOR" in Resolution 8 or Resolution 9) 9 Election of Chairman of the Board of Director: Roberto Mgmt No vote Castello Branco (An ADS holder may only vote "FOR" in Resolution 8 or Resolution 9) 10 Election of Vice-Chairman of the Board: Fernando Jorge Mgmt No vote Buso Gomes (An ADS holder may only vote "FOR" in Resolution 10 or Resolution 11) 11 Election of Vice-Chairman of the Board: Mauro Gentile Mgmt No vote Rodrigues Cunha (An ADS holder may only vote "FOR" in Resolution 10 or Resolution 11) 12A Election of the Fiscal Council by Candidate: Cristina Mgmt No vote Fontes Doherty / Nelson de Menezes Filho 12B Election of the Fiscal Council by Candidate: Marcus Mgmt No vote Vinícius Dias Severini / Vera Elias 12C Election of the Fiscal Council by Candidate: Marcelo Mgmt No vote Moraes/Vacant 12D Election of the Fiscal Council by Candidate: Raphael Mgmt No vote Manhães Martins / Adriana de Andrade Solé 13 Resolution 13 Mgmt No vote E1 Resolution 1 Mgmt No vote E2 Resolution 2 Mgmt No vote E3 Resolution 3 Mgmt No vote E4 Resolution 4 Mgmt No vote E5 Resolution 5 Mgmt No vote E6 Resolution 6 Mgmt No vote E7 Resolution 7 Mgmt No vote E8 Resolution 8 Mgmt No vote E9 Resolution 9 Mgmt No vote -------------------------------------------------------------------------------------------------------------------------- YPF SOCIEDAD ANONIMA Agenda Number: 935411948 -------------------------------------------------------------------------------------------------------------------------- Security: 984245100 Meeting Type: Annual Ticker: YPF Meeting Date: 30-Apr-2021 ISIN: US9842451000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Remote holding of the Shareholders' Meeting in Mgmt For For accordance with the provisions of General Resolution No. 830/2020 of the National Securities Commission. 2. Appointment of two Shareholders to sign the minutes of Mgmt Abstain the Meeting. 3. Consideration of the Annual Report, Informative Mgmt For For Overview, ..Due to space limits, see proxy material for full proposal 4. Consideration of accumulated results as of December Mgmt For For 31, 2020. Absorption of losses. 5. Determination of remuneration for the Independent Mgmt For For Auditor for the fiscal year ended as of December 31, 2020. 6. Appointment of the Independent Auditor who will report Mgmt For For on the ..Due to space limits, see proxy material for full proposal 7. Consideration of the performance of the Board of Mgmt Abstain Directors and the Supervisory Committee during the fiscal year ended December 31, 2020. 8. Consideration of the Remuneration of the Board of Mgmt For For Directors ..Due to space limits, see proxy material for full proposal 9. Remuneration of the Supervisory Committee for the Mgmt For For fiscal year ended December 31, 2020. 10. Determination of the number of regular and alternate Mgmt For For members of the Supervisory Committee. 12. Appointment of the regular and alternate members of Mgmt Abstain the Supervisory Committee for the Class D shares. 13. Determination of the number of regular and alternate Mgmt For For members of the Board of Directors. 15. Appointment of regular and alternate Directors for Mgmt For For Class D shares and determination of their tenure. 16. Determination of advance compensation to be received Mgmt For For by the ..Due to space limits, see proxy material for full proposal 17. Reform of Sections 20 and 24 of the Company's bylaws. Mgmt For For 18. Consideration of the merger by absorption by YPF S.A, Mgmt For For acting as ..Due to space limits, see proxy material for full proposal 19. Consideration of the Special Merger Balance Sheets of Mgmt For For YPF S.A. ..Due to space limits, see proxy material for full proposal 20. Consideration of the Preliminary Merger Agreement and Mgmt For For the Merger Prospectus. 21. Authorization to sign the Definitive Merger Agreement Mgmt For For on behalf and in representation of the Company. 22. Compliance with the order of the National Commercial Mgmt For For Court of ..Due to space limits, see proxy material for full proposal 23. Consideration of the proposed formula adjustment for Mgmt For For endowment of funds to the YPF Foundation.
SIGNATURES
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.
World Funds Trust
(Registrant)
By | /s/ Karen Shupe |
|
Name: | Karen Shupe |
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Title: | Principal Executive Officer |
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Date: August 20, 2021