ITEM 1. PROXY VOTING RECORD:
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | VOTING EXCLUSIONS APPLY TO THIS MEETING FOR | None | None | | Non Voting | | |
| PROPOSALS 2, 4, 5 AND VOTES CAST BY ANY | | | | | | |
| INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM | | | | | | |
| THE PASSING OF THE PROPOSAL/S WILL BE | | | | | | |
| DISREGARDED BY THE COMPANY. HENCE, IF YOU | | | | | | |
| HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN | | | | | | |
| FUTURE BENEFIT (AS REFERRED IN THE COMPANY | | | | | | |
| ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT | | | | | | |
| PROPOSAL ITEMS. BY DOING SO, YOU | | | | | | |
| ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT | | | | | | |
| OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF | | | | | | |
| THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR | | | | | | |
| AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, | | | | | | |
| YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED | | | | | | |
| BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY | | | | | | |
| THE PASSING OF THE RELEVANT PROPOSAL/S AND | | | | | | |
| YOU COMPLY WITH THE VOTING EXCLUSION | | | | | | |
| | | | | | | |
2 | ADOPTION OF THE REMUNERATION REPORT | For | None | 57660 | 0 | 0 | 0 |
| FOR THE YEAR ENDED 30 JUNE 2020 (NON- | | | | | | |
| BINDING ADVISORY VOTE) | | | | | | |
| | | | | | | |
3 | RE-ELECTION OF MR JOHN BEVAN AS A | For | None | 57660 | 0 | 0 | 0 |
| DIRECTOR OF THE COMPANY | | | | | | |
| | | | | | | |
4 | RE-ELECTION OF MS PENNY BINGHAM-HALL | For | None | 57660 | 0 | 0 | 0 |
| AS A DIRECTOR OF THE COMPANY | �� | | | | | |
| | | | | | | |
5 | RE-ELECTION OF REBECCA DEE-BRADBURY | For | None | 57660 | 0 | 0 | 0 |
| AS A DIRECTOR OF THE COMPANY | | | | | | |
| | | | | | | |
6 | RE-ELECTION OF MS JENNIFER LAMBERT AS | For | None | 57660 | 0 | 0 | 0 |
| A DIRECTOR OF THE COMPANY | | | | | | |
| | | | | | | |
7 | ELECTION OF MS KATHLEEN CONLON AS A | For | None | 57660 | 0 | 0 | 0 |
| DIRECTOR OF THE COMPANY | | | | | | |
| | | | | | | |
| | | | | | | |
8 | APPROVAL OF GRANT OF SHARE RIGHTS TO | For | None | 57660 | 0 | 0 | 0 |
| MARK VASSELLA UNDER THE COMPANY’S | | | | | | |
| SHORT TERM INCENTIVE PLAN | | | | | | |
| | | | | | | |
9 | APPROVAL OF GRANT OF ALIGNMENT | For | None | 57660 | 0 | 0 | 0 |
| RIGHTS TO MARK VASSELLA UNDER THE | | | | | | |
| COMPANY’S LONG TERM INCENTIVE PLAN | | | | | | |
| | | | | | | |
10 | IF A PROPORTIONAL TAKEOVER BID IS MADE FOR | None | None | | Non Voting | | |
| THE COMPANY, A SHARE TRANSFER TO THE | | | | | | |
| OFFEROR CANNOT BE REGISTERED UNTIL THE BID IS | | | | | | |
| APPROVED BY MEMBERS NOT ASSOCIATED WITH | | | | | | |
| THE BIDDER. THE RESOLUTION MUST BE | | | | | | |
| CONSIDERED AT A MEETING HELD MORE THAN 14 | | | | | | |
| DAYS BEFORE THE BID CLOSES. EACH MEMBER HAS | | | | | | |
| ONE VOTE FOR EACH FULLY PAID SHARE HELD. THE | | | | | | |
| VOTE IS DECIDED ON A SIMPLE MAJORITY. THE | | | | | | |
| BIDDER AND ITS ASSOCIATES ARE NOT ALLOWED TO | | | | | | |
| VOTE | | | | | | |
| | | | | | | |
11 | RENEWAL OF PROPORTIONAL TAKEOVER | For | None | 57660 | 0 | 0 | 0 |
| PROVISIONS | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT | None | None | | Non Voting | | |
| 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. | | | | | | |
| | | | | | | |
2 | FOLLOWING CHANGES IN THE FORMAT OF PROXY | None | None | | Non Voting | | |
| 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. | | | | | | |
| | | | | | | |
3 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
4 | INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT | None | None | | Non Voting | | |
| IF YOU ARE CLASSIFIED AS AN INTERMEDIARY | | | | | | |
| CLIENT UNDER THE SHAREHOLDER RIGHTS | | | | | | |
| DIRECTIVE II, YOU SHOULD BE PROVIDING THE | | | | | | |
| UNDERLYING SHAREHOLDER INFORMATION AT THE | | | | | | |
| VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON | | | | | | |
| HOW TO PROVIDE THIS LEVEL OF DATA TO | | | | | | |
| BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE | | | | | | |
| SPEAK TO YOUR DEDICATED CLIENT SERVICE | | | | | | |
| REPRESENTATIVE FOR ASSISTANCE. THANK YOU | | | | | | |
| | | | | | | |
5 | 14 DEC 2020: PLEASE NOTE THAT IMPORTANT | None | None | | Non Voting | | |
| ADDITIONAL MEETING INFORMATION IS AVAILABLE BY | | | | | | |
| CLICKING ON THE MATERIAL URL LINK: | | | | | | |
| https://www.journal- | | | | | | |
| officiel.gouv.fr/balo/document/202011232004615-141 AND | | | | | | |
| https://www.journal- | | | | | | |
| officiel.gouv.fr/balo/document/202012142004771-150; | | | | | | |
| THAT THIS IS A REVISION DUE TO ADDITION OF URL | | | | | | |
| LINK IN COMMENT. IF YOU HAVE ALREADY SENT IN | | | | | | |
| YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS | | | | | | |
| YOU DECIDE TO AMEND YOUR ORIGINAL | | | | | | |
| INSTRUCTIONS. THANK YOU | | | | | | |
| | | | | | | |
6 | REVIEW AND APPROVAL OF THE PROPOSED | For | None | 1 | 0 | 0 | 0 |
| CROSS-BORDER MERGER BY WAY OF | | | | | | |
| ABSORPTION OF THE COMPANY BY FIAT | | | | | | |
| CHRYSLER AUTOMOBILES N.V | | | | | | |
| | | | | | | |
7 | CANCELLATION OF DOUBLE VOTING RIGHTS | For | None | 1 | 0 | 0 | 0 |
| | | | | | | |
8 | POWERS TO CARRY OUT FORMALITIES | For | None | 1 | 0 | 0 | 0 |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS | None | None | | Non Voting | | |
| REQUIRED FOR THIS MEETING. IF NO BENEFICIAL | | | | | | |
| OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION | | | | | | |
| MAY BE REJECTED. THANK YOU. | | | | | | |
| | | | | | | |
2 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
3 | OPENING | None | None | | Non Voting | | |
| | | | | | | |
4 | REPORT OF THE EXECUTIVE BOARD AND REPORT OF | None | None | | Non Voting | | |
| THE SUPERVISORY BOARD FOR THE FINANCIAL YEAR | | | | | | |
| 2020 | | | | | | |
| | | | | | | |
5 | REMUNERATION REPORT 2020 (ADVISORY | For | None | 10930 | 0 | 0 | 0 |
| VOTE) | | | | | | |
| | | | | | | |
6 | PROPOSAL TO ADOPT THE FINANCIAL | For | None | 10930 | 0 | 0 | 0 |
| STATEMENTS 2020 | | | | | | |
| | | | | | | |
7 | EXPLANATION OF THE POLICY ON RESERVES AND | None | None | | Non Voting | | |
| DIVIDENDS | | | | | | |
| | | | | | | |
8 | PROPOSAL TO DETERMINE A REGULAR | For | None | 10930 | 0 | 0 | 0 |
| DIVIDEND FOR THE FINANCIAL YEAR 2020 | | | | | | |
| | | | | | | |
9 | PROPOSAL TO DETERMINE A SPECIAL | For | None | 10930 | 0 | 0 | 0 |
| DIVIDEND FOR THE FINANCIAL YEAR 2020 | | | | | | |
| | | | | | | |
10 | DISCHARGE OF LIABILITY OF THE MEMBERS | For | None | 10930 | 0 | 0 | 0 |
| OF THE EXECUTIVE BOARD FOR THE | | | | | | |
| MANAGEMENT | | | | | | |
| | | | | | | |
11 | DISCHARGE OF LIABILITY OF THE MEMBERS | For | None | 10930 | 0 | 0 | 0 |
| OF THE SUPERVISORY BOARD FOR THE | | | | | | |
| SUPERVISION OF THE MANAGEMENT | | | | | | |
| | | | | | | |
12 | PROPOSAL TO AMEND THE REMUNERATION | For | None | 10930 | 0 | 0 | 0 |
| POLICY OF THE EXECUTIVE BOARD | | | | | | |
| | | | | | | |
13 | PROPOSAL TO APPOINT SANDER VAN ‘T | For | None | 10930 | 0 | 0 | 0 |
| NOORDENDE AS MEMBER OF THE | | | | | | |
| SUPERVISORY BOARD | | | | | | |
| | | | | | | |
14 | PROPOSAL TO DESIGNATE THE EXECUTIVE | For | None | 10930 | 0 | 0 | 0 |
| BOARD AS THE AUTHORIZED CORPORATE | | | | | | |
| BODY TO ISSUE SHARES AND TO RESTRICT | | | | | | |
| OR EXCLUDE THE PRE-EMPTIVE RIGHT TO | | | | | | |
| ANY ISSUE OF SHARES | | | | | | |
| | | | | | | |
15 | PROPOSAL TO AUTHORIZE THE EXECUTIVE | For | None | 10930 | 0 | 0 | 0 |
| BOARD TO REPURCHASE SHARES | | | | | | |
| | | | | | | |
16 | PROPOSAL TO CANCEL REPURCHASED | For | None | 10930 | 0 | 0 | 0 |
| SHARES | | | | | | |
| | | | | | | |
17 | PROPOSAL TO REAPPOINT DELOITTE | For | None | 10930 | 0 | 0 | 0 |
| ACCOUNTANTS BV AS EXTERNAL AUDITOR | | | | | | |
| FOR THE FINANCIAL YEAR 2022 | | | | | | |
| | | | | | | |
18 | ANY OTHER BUSINESS | None | None | | Non Voting | | |
| | | | | | | |
19 | CLOSING | None | None | | Non Voting | | |
| | | | | | | |
20 | INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT | None | None | | Non Voting | | |
| IF YOU ARE CLASSIFIED AS AN INTERMEDIARY | | | | | | |
| CLIENT UNDER THE SHAREHOLDER RIGHTS | | | | | | |
| DIRECTIVE II, YOU SHOULD BE PROVIDING THE | | | | | | |
| UNDERLYING SHAREHOLDER INFORMATION AT THE | | | | | | |
| VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON | | | | | | |
| HOW TO PROVIDE THIS LEVEL OF DATA TO | | | | | | |
| BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE | | | | | | |
| SPEAK TO YOUR DEDICATED CLIENT SERVICE | | | | | | |
| REPRESENTATIVE FOR ASSISTANCE. THANK YOU. | | | | | | |
| | | | | | | |
21 | 10 FEB 2021: PLEASE NOTE THAT THIS IS A REVISION | None | None | | Non Voting | | |
| DUE TO DUE CHANGE IN NUMBERING FOR | | | | | | |
| RESOLUTIONS 2, 3 AND 6. IF YOU HAVE ALREADY | | | | | | |
| SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN | | | | | | |
| UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL | | | | | | |
| INSTRUCTIONS. THANK YOU | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | IMPORTANT MARKET PROCESSING REQUIREMENT: | None | None | | Non Voting | | |
| POWER OF ATTORNEY (POA) REQUIREMENTS VARY | | | | | | |
| BY CUSTODIAN. GLOBAL CUSTODIANS MAY HAVE A | | | | | | |
| POA IN PLACE WHICH WOULD ELIMINATE THE NEED | | | | | | |
| FOR THE INDIVIDUAL BENEFICIAL OWNER POA. IN | | | | | | |
| THE ABSENCE OF THIS ARRANGEMENT, AN | | | | | | |
| INDIVIDUAL BENEFICIAL OWNER POA MAY BE | | | | | | |
| REQUIRED. IF YOU HAVE ANY QUESTIONS PLEASE | | | | | | |
| CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. | | | | | | |
| THANK YOU. | | | | | | |
| | | | | | | |
2 | TO ATTEND A MEETING, THE ATTENDEE(S) MUST | None | None | | Non Voting | | |
| PRESENT A POA ISSUED BY THE BENEFICIAL OWNER, | | | | | | |
| NOTARISED BY A TURKISH NOTARY. | | | | | | |
| | | | | | | |
3 | PLEASE VOTE EITHER ’’ FOR’’ OR ’‘AGAINST’’ ON THE | None | None | | Non Voting | | |
| AGENDA ITEMS. ’‘ABSTAIN’’ IS NOT RECOGNIZED IN | | | | | | |
| THE TURKISH MARKET AND IS CONSIDERED AS | | | | | | |
| ’‘AGAINST’’. THANK YOU. | | | | | | |
| | | | | | | |
4 | OPENING, AND ELECTION OF THE CHAIRMAN | For | None | 259235 | 0 | 0 | 0 |
| FOR THE MEETING | | | | | | |
| | | | | | | |
5 | READING, DISCUSSION AND APPROVAL OF | For | None | 259235 | 0 | 0 | 0 |
| THE 2020 ANNUAL REPORT PREPARED BY | | | | | | |
| THE COMPANY’S BOARD OF DIRECTORS | | | | | | |
| | | | | | | |
6 | READING, DISCUSSION AND APPROVAL OF | For | None | 259235 | 0 | 0 | 0 |
| THE INDEPENDENT AUDIT REPORT | | | | | | |
| SUMMARY AND FINANCIAL STATEMENTS | | | | | | |
| FOR THE 2020 FISCAL YEAR | | | | | | |
| | | | | | | |
7 | RELEASE OF EACH MEMBER OF THE BOARD | For | None | 259235 | 0 | 0 | 0 |
| OF DIRECTORS FROM LIABILITY FOR THE | | | | | | |
| COMPANY’S ACTIVITIES FOR THE YEAR 2020 | | | | | | |
| | | | | | | |
8 | DISCUSSION AND RESOLUTION OF THE | For | None | 259235 | 0 | 0 | 0 |
| PROPOSAL OF THE BOARD OF DIRECTORS | | | | | | |
| REGARDING THE DISTRIBUTION OF THE | | | | | | |
| PROFIT FOR THE 2020 FISCAL YEAR | | | | | | |
| | | | | | | |
9 | RESOLUTION OF THE NUMBER OF THE | For | None | 259235 | 0 | 0 | 0 |
| MEMBERS OF THE BOARD OF DIRECTORS | | | | | | |
| AND THEIR TERMS OF OFFICE, AND THE | | | | | | |
| MONTHLY SALARIES TO BE PAID | | | | | | |
| | | | | | | |
10 | APPROVAL OF THE INTERIM APPOINTMENT | For | None | 259235 | 0 | 0 | 0 |
| TO THE BOARD AND ELECTION OF THE | | | | | | |
| MEMBERS OF THE BOARD OF DIRECTORS | | | | | | |
| | | | | | | |
11 | APPROVAL OF THE INDEPENDENT AUDIT | For | None | 259235 | 0 | 0 | 0 |
| FIRM DETERMINED IN ACCORDANCE WITH | | | | | | |
| CMB REGULATIONS TO THE APPROVAL OF | | | | | | |
| THE GENERAL ASSEMBLY PURSUANT TO | | | | | | |
| ARTICLE 399 OF THE TURKISH COMMERCIAL | | | | | | |
| CODE | | | | | | |
| | | | | | | |
12 | INFORMING THE GENERAL ASSEMBLY | For | None | 259235 | 0 | 0 | 0 |
| ABOUT THE COLLATERALS, PLEDGES, | | | | | | |
| MORTGAGES AND INCOME OR BENEFITS | | | | | | |
| GRANTED TO THIRD PARTIES IN THE | | | | | | |
| ACCOUNTING PERIOD OF 01.01.2020- | | | | | | |
| 31.12.2020 | | | | | | |
| | | | | | | |
13 | INFORMING THE GENERAL ASSEMBLY | For | None | 259235 | 0 | 0 | 0 |
| ABOUT THE DONATIONS MADE IN THE | | | | | | |
| FISCAL YEAR OF 2020, DETERMINING THE | | | | | | |
| UPPER LIMIT FOR THE DONATIONS TO BE | | | | | | |
| MADE IN THE YEAR 2021 | | | | | | |
| | | | | | | |
14 | AUTHORIZING THE MEMBERS OF THE | For | None | 259235 | 0 | 0 | 0 |
| BOARD OF DIRECTORS TO PERFORM THE | | | | | | |
| WORKS OF THE COMPANY THEMSELVES OR | | | | | | |
| ON BEHALF OF OTHERS, GIVING THEM | | | | | | |
| PERMISSIONS TO PERFORM TRANSACTIONS | | | | | | |
| TO BE PARTNERS IN THE COMPANIES THAT | | | | | | |
| PERFORM SIMILAR WORKS AND TO | | | | | | |
| PERFORM OTHER TRANSACTIONS UNDER | | | | | | |
| ARTICLES 395 AND 396 OF THE TURKISH | | | | | | |
| COMMERCIAL CODE, AND, IF ANY, BRIEFING | | | | | | |
| ABOUT THE MEMBERS OF THE BOARD OF | | | | | | |
| DIRECTORS AND THE PERSONS LISTED IN | | | | | | |
| THE CMBS CORPORATE GOVERNANCE | | | | | | |
| PRINCIPLES ARTICLE 1.3.6 AND THE | | | | | | |
| TRANSACTIONS CARRIED OUT IN THIS | | | | | | |
| CONTEXT IN THE YEAR 2020 | | | | | | |
| | | | | | | |
15 | WISHES AND OPINIONS | For | None | 259235 | 0 | 0 | 0 |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
2 | PLEASE NOTE THAT THIS IS AN AMENDMENT TO | None | None | | Non Voting | | |
| MEETING ID 537417 DUE TO RECEIPT OF ADDITIONAL | | | | | | |
| RESOLUTION 13. ALL VOTES RECEIVED ON THE | | | | | | |
| PREVIOUS MEETING WILL BE DISREGARDED AND | | | | | | |
| YOU WILL NEED TO REINSTRUCT ON THIS MEETING | | | | | | |
| NOTICE. THANK YOU. | | | | | | |
| | | | | | | |
3 | EXAMINATION AND APPROVAL, WHERE | For | None | 118700 | 0 | 0 | 0 |
| APPROPRIATE, OF THE ANNUAL ACCOUNTS | | | | | | |
| AND MANAGEMENT REPORTS OF ‘MEDIASET | | | | | | |
| ESPANA COMUNICACION, S.A.’ AND ITS | | | | | | |
| CONSOLIDATED GROUP OF COMPANIES, | | | | | | |
| CORRESPONDING TO THE YEAR ENDED 31 | | | | | | |
| DECEMBER 2020 | | | | | | |
| | | | | | | |
4 | EXAMINATION AND APPROVAL, WHERE | For | None | 118700 | 0 | 0 | 0 |
| APPROPRIATE, OF THE NON-FINANCIAL | | | | | | |
| INFORMATION STATEMENT OF ‘MEDIASET | | | | | | |
| ESPANA COMUNICACION, S.A.’ AND ITS | | | | | | |
| CONSOLIDATED GROUP CORRESPONDING | | | | | | |
| TO THE YEAR ENDED 31 DECEMBER 2020 | | | | | | |
| | | | | | | |
5 | EXAMINATION AND APPROVAL, IF | For | None | 118700 | 0 | 0 | 0 |
| APPLICABLE, OF THE PROPOSED | | | | | | |
| APPLICATION OF THE RESULTS FOR THE | | | | | | |
| YEAR ENDED 31 DECEMBER 2020 | | | | | | |
| | | | | | | |
6 | EXAMINATION AND APPROVAL, WHERE | For | None | 118700 | 0 | 0 | 0 |
| APPROPRIATE, OF THE MANAGEMENT AND | | | | | | |
| ACTION OF THE BOARD OF DIRECTORS | | | | | | |
| DURING THE 2020 FINANCIAL YEAR | | | | | | |
| | | | | | | |
7 | RE ELECTION OF ACCOUNT AUDITORS, | For | None | 118700 | 0 | 0 | 0 |
| BOTH OF ‘MEDIASET ESPANA | | | | | | |
| COMUNICACION, S.A.’ AS WELL AS ITS | | | | | | |
| CONSOLIDATED GROUP OF COMPANIES: | | | | | | |
| DELOITTE | | | | | | |
| | | | | | | |
8 | AUTHORIZATION, WHERE APPROPRIATE, SO | For | None | 118700 | 0 | 0 | 0 |
| THAT DIRECTORS WITH EXECUTIVE | | | | | | |
| FUNCTIONS AND SENIOR MANAGEMENT CAN | | | | | | |
| RECEIVE PART OF THE VARIABLE | | | | | | |
| REMUNERATION THAT THEY HAVE ACCRUED | | | | | | |
| IN FISCAL YEAR 2020 IN THE FORM OF | | | | | | |
| COMPANY SHARES | | | | | | |
| | | | | | | |
9 | AUTHORIZATION TO THE BOARD OF | For | None | 118700 | 0 | 0 | 0 |
| DIRECTORS, WHERE APPROPRIATE, SO | | | | | | |
| THAT IT CAN ESTABLISH A MULTI YEAR | | | | | | |
| REMUNERATION SYSTEM AIMED AT | | | | | | |
| EXECUTIVE DIRECTORS AND MANAGERS OF | | | | | | |
| THE GROUP OF COMPANIES, REFERENCED | | | | | | |
| TO THE VALUE OF THE COMPANY’S SHARES | | | | | | |
| | | | | | | |
10 | EXAMINATION AND APPROVAL, IF | For | None | 118700 | 0 | 0 | 0 |
| APPLICABLE, OF THE ANNUAL REPORT ON | | | | | | |
| REMUNERATION OF THE DIRECTORS OF | | | | | | |
| ‘MEDIASET ESPANA COMUNICACION, S.A.’ | | | | | | |
| | | | | | | |
11 | EXAMINATION AND APPROVAL, WHERE | For | None | 118700 | 0 | 0 | 0 |
| APPROPRIATE, OF THE REMUNERATION | | | | | | |
| POLICY FOR THE DIRECTORS OF ‘MEDIASET | | | | | | |
| ESPANA COMUNICACION, S.A.’ | | | | | | |
| | | | | | | |
12 | AUTHORIZATION TO THE BOARD OF | For | None | 118700 | 0 | 0 | 0 |
| DIRECTORS, WHERE APPROPRIATE, SO | | | | | | |
| THAT IT MAY PROCEED TO THE DERIVATIVE | | | | | | |
| ACQUISITION OF TREASURY SHARES BY THE | | | | | | |
| COMPANY IN THE TERMS PROVIDED BY | | | | | | |
| CURRENT LEGISLATION, WITH EXPRESS | | | | | | |
| POWER TO APPLY THEM TO THE EXECUTION | | | | | | |
| OF REMUNERATION PROGRAMS AND / OR | | | | | | |
| PROCEED TO THEIR DISPOSAL OR | | | | | | |
| AMORTIZATION WITH REDUCTION OF THE | | | | | | |
| CAPITAL STOCK FIGURE AND / OR ALLOCATE | | | | | | |
| THEM TO THE ACHIEVEMENT OF POTENTIAL | | | | | | |
| OPERATIONS OR CORPORATE OR BUSINESS | | | | | | |
| DECISIONS, LEAVING WITHOUT EFFECT, IN | | | | | | |
| THE AMOUNT NOT USED, THE DELEGATION | | | | | | |
| AGREED BY THE GENERAL MEETINGS FROM | | | | | | |
| PREVIOUS YEARS | | | | | | |
| | | | | | | |
13 | REVOCATION OF THE FIRST TO FOURTH | For | None | 118700 | 0 | 0 | 0 |
| RESOLUTIONS ADOPTED BY THE | | | | | | |
| EXTRAORDINARY GENERAL MEETING OF | | | | | | |
| SHAREHOLDERS OF THE COMPANY HELD | | | | | | |
| ON 4 SEPTEMBER 2019 AND THE FIRST AND | | | | | | |
| SECOND RESOLUTIONS ADOPTED BY THE | | | | | | |
| EXTRAORDINARY GENERAL MEETING OF | | | | | | |
| SHAREHOLDERS OF THE COMPANY HELD | | | | | | |
| ON 5 FEBRUARY 2020, AND RATIFICATION OF | | | | | | |
| THE WITHDRAWAL FROM THE EXECUTION | | | | | | |
| OF THE MERGER AGREED BY THE BOARD OF | | | | | | |
| DIRECTORS | | | | | | |
| | | | | | | |
14 | DELEGATION OF POWERS TO FORMALIZE, | For | None | 118700 | 0 | 0 | 0 |
| INTERPRET, CORRECT AND EXECUTE THE | | | | | | |
| ABOVE RESOLUTIONS, AS WELL AS TO | | | | | | |
| SUBSTITUTE THE POWERS THAT THE BOARD | | | | | | |
| OF DIRECTORS RECEIVES FROM THE | | | | | | |
| MEETING | | | | | | |
| | | | | | | |
15 | INFORMATION ON THE MODIFICATION OF THE | None | None | | Non Voting | | |
| REGULATIONS OF THE BOARD OF DIRECTORS | | | | | | |
| AGREED AT ITS MEETING OF 23 DECEMBER 2020 | | | | | | |
| | | | | | | |
16 | MODIFICATION OF THE BYLAWS TO | For | None | 118700 | 0 | 0 | 0 |
| INCORPORATE THE POSSIBILITY OF | | | | | | |
| ATTENDING THE GENERAL MEETING OF | | | | | | |
| SHAREHOLDERS AND THEIR | | | | | | |
| REPRESENTATIVES BY TELEMATIC MEANS | | | | | | |
| | | | | | | |
17 | MODIFICATION OF THE COMPANY BYLAWS | For | None | 118700 | 0 | 0 | 0 |
| TO INCORPORATE THE POSSIBILITY OF | | | | | | |
| HOLDING GENERAL MEETINGS EXCLUSIVELY | | | | | | |
| BY TELEMATIC MEANS | | | | | | |
| | | | | | | |
18 | MODIFICATION OF THE REGULATIONS OF | For | None | 118700 | 0 | 0 | 0 |
| THE GENERAL SHAREHOLDERS’ MEETING IN | | | | | | |
| DEVELOPMENT OF THE NEW ARTICLES 33 | | | | | | |
| BIS AND 33 TRIS OF THE COMPANY BYLAWS | | | | | | |
| TO ESTABLISH A BASIC REGIME OF | | | | | | |
| ATTENDANCE AT THE GENERAL MEETING OF | | | | | | |
| SHAREHOLDERS AND THEIR | | | | | | |
| REPRESENTATIVES BY TELEMATIC MEANS ’ | | | | | | |
| | | | | | | |
19 | 07 APR 2021: PLEASE NOTE THAT IF YOU HOLD | None | None | | Non Voting | | |
| CREST DEPOSITORY INTERESTS (CDIS) AND | | | | | | |
| PARTICIPATE AT THIS MEETING, YOU (OR YOUR | | | | | | |
| CREST SPONSORED MEMBER/CUSTODIAN) WILL BE | | | | | | |
| REQUIRED TO INSTRUCT A TRANSFER OF THE | | | | | | |
| RELEVANT CDIS TO THE ESCROW ACCOUNT | | | | | | |
| SPECIFIED IN THE ASSOCIATED CORPORATE EVENT | | | | | | |
| IN THE CREST SYSTEM. THIS TRANSFER WILL NEED | | | | | | |
| TO BE COMPLETED BY THE SPECIFIED CREST | | | | | | |
| SYSTEM DEADLINE. ONCE THIS TRANSFER HAS | | | | | | |
| SETTLED, THE CDIS WILL BE BLOCKED IN THE CREST | | | | | | |
| SYSTEM. THE CDIS WILL BE RELEASED FROM | | | | | | |
| ESCROW AS SOON AS PRACTICABLE ON THE | | | | | | |
| BUSINESS DAY PRIOR TO MEETING DATE UNLESS | | | | | | |
| OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO | | | | | | |
| BE ACCEPTED, THE VOTED POSITION MUST BE | | | | | | |
| BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN | | | | | | |
| THE CREST SYSTEM. BY VOTING ON THIS MEETING, | | | | | | |
| YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY | | | | | | |
| USE YOUR VOTE INSTRUCTION AS THE | | | | | | |
| AUTHORIZATION TO TAKE THE NECESSARY ACTION | | | | | | |
| WHICH WILL INCLUDE TRANSFERRING YOUR | | | | | | |
| INSTRUCTED POSITION TO ESCROW. PLEASE | | | | | | |
| CONTACT YOUR CREST SPONSORED | | | | | | |
| MEMBER/CUSTODIAN DIRECTLY FOR FURTHER | | | | | | |
| INFORMATION ON THE CUSTODY PROCESS AND | | | | | | |
| WHETHER OR NOT THEY REQUIRE SEPARATE | | | | | | |
| INSTRUCTIONS FROM YOU | | | | | | |
| | | | | | | |
20 | 07 APR 2021: PLEASE NOTE THAT THIS IS A REVISION | None | None | | Non Voting | | |
| DUE TO ADDITION OF COMMENT. IF YOU HAVE | | | | | | |
| ALREADY SENT IN YOUR VOTES TO MID 539266, | | | | | | |
| PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE | | | | | | |
| TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK | | | | | | |
| YOU | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS | None | None | | Non Voting | | |
| REQUIRED FOR THIS MEETING. IF NO BENEFICIAL | | | | | | |
| OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION | | | | | | |
| MAY BE REJECTED. THANK YOU. | | | | | | |
| | | | | | | |
2 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
3 | TO APPROVE THE BALANCE SHEET AS OF 31 | For | None | 187590 | 0 | 0 | 0 |
| DECEMBER 2020, PROPOSALS REGARDING | | | | | | |
| THE PROFIT ALLOCATION FOR THE YEAR | | | | | | |
| AND THE DISTRIBUTION OF A DIVIDEND | | | | | | |
| THROUGH THE USAGE OF AVAILABLE | | | | | | |
| RESERVES: BALANCE SHEET AS OF 31 | | | | | | |
| DECEMBER 2020, CONSOLIDATED BALANCE | | | | | | |
| SHEET AS OF 31 DECEMBER 2020, BOARD OF | | | | | | |
| DIRECTORS’, INTERNAL AND EXTERNAL | | | | | | |
| AUDITORS’ REPORTS; RESOLUTIONS | | | | | | |
| RELATED THERETO | | | | | | |
| | | | | | | |
4 | TO APPROVE THE BALANCE SHEET AS OF 31 | For | None | 187590 | 0 | 0 | 0 |
| DECEMBER 2020, PROPOSALS REGARDING | | | | | | |
| THE PROFIT ALLOCATION FOR THE YEAR | | | | | | |
| AND THE DISTRIBUTION OF A DIVIDEND | | | | | | |
| THROUGH THE USAGE OF AVAILABLE | | | | | | |
| RESERVES: TO ALLOCATE THE PROFIT; | | | | | | |
| RESOLUTIONS RELATED THERETO | | | | | | |
| | | | | | | |
5 | TO APPROVE THE BALANCE SHEET AS OF 31 | For | None | 187590 | 0 | 0 | 0 |
| DECEMBER 2020, PROPOSALS REGARDING | | | | | | |
| THE PROFIT ALLOCATION FOR THE YEAR | | | | | | |
| AND THE DISTRIBUTION OF A DIVIDEND | | | | | | |
| THROUGH THE USAGE OF AVAILABLE | | | | | | |
| RESERVES: TO DISTRIBUTE A DIVIDEND | | | | | | |
| THROUGH THE USAGE OF AVAILABLE | | | | | | |
| RESERVES; RESOLUTIONS RELATED | | | | | | |
| THERETO | | | | | | |
| | | | | | | |
6 | 2021 REWARDING POLICY AND EMOLUMENT | For | None | 187590 | 0 | 0 | 0 |
| PAID REPORT: TO APPROVE THE 2021 | | | | | | |
| REWARDING POLICY AS PER ART 123-TER, | | | | | | |
| ITEM 3-TER. OF THE LEGISLATIVE DECREE | | | | | | |
| NO. 58/1998 | | | | | | |
| | | | | | | |
7 | 2021 REWARDING POLICY AND EMOLUMENT | For | None | 187590 | 0 | 0 | 0 |
| PAID REPORT: RESOLUTIONS ON THE | | | | | | |
| ’’SECOND SECTION’’ OF THE REPORT, AS | | | | | | |
| PER ART. 123-TER, ITEM 6, OF LEGISLATIVE | | | | | | |
| DECREE NO. 58/1998 | | | | | | |
| | | | | | | |
8 | TO ADOPT THE ’‘MAIRE TECNIMONT GROUP | For | None | 187590 | 0 | 0 | 0 |
| LONG TERM INCENTIVE PLAN 2021-2023’’ AS | | | | | | |
| PER ART 114-BIS OF LEGISLATIVE DECREE | | | | | | |
| NO. 58/1998; RESOLUTIONS RELATED | | | | | | |
| THERETO | | | | | | |
| | | | | | | |
9 | TO AUTHORIZE THE PURCHASE AND | For | None | 187590 | 0 | 0 | 0 |
| DISPOSAL OF OWN SHARES; RESOLUTIONS | | | | | | |
| RELATED THERETO | | | | | | |
| | | | | | | |
10 | PLEASE NOTE IN THE EVENT THE MEETING DOES | None | None | | Non Voting | | |
| NOT REACH QUORUM, THERE WILL BE A SECOND | | | | | | |
| CALL ON 16 APR 2021. CONSEQUENTLY, YOUR | | | | | | |
| VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL | | | | | | |
| CALLS UNLESS THE AGENDA IS AMENDED. THANK | | | | | | |
| YOU | | | | | | |
| | | | | | | |
11 | 19 MAR 2021: INTERMEDIARY CLIENTS ONLY - PLEASE | None | None | | Non Voting | | |
| NOTE THAT IF YOU ARE CLASSIFIED AS AN | | | | | | |
| INTERMEDIARY CLIENT UNDER THE SHAREHOLDER | | | | | | |
| RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING | | | | | | |
| THE UNDERLYING SHAREHOLDER INFORMATION AT | | | | | | |
| THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE | | | | | | |
| ON HOW TO PROVIDE THIS LEVEL OF DATA TO | | | | | | |
| BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE | | | | | | |
| SPEAK TO YOUR DEDICATED CLIENT SERVICE | | | | | | |
| REPRESENTATIVE FOR ASSISTANCE AND PLEASE | | | | | | |
| NOTE THAT IF YOU HOLD CREST DEPOSITORY | | | | | | |
| | | | | | | |
| INTERESTS (CDIS) AND PARTICIPATE AT THIS | | | | | | |
| MEETING, YOU (OR YOUR CREST SPONSORED | | | | | | |
| MEMBER/CUSTODIAN) WILL BE REQUIRED TO | | | | | | |
| INSTRUCT A TRANSFER OF THE RELEVANT CDIS TO | | | | | | |
| THE ESCROW ACCOUNT SPECIFIED IN THE | | | | | | |
| ASSOCIATED CORPORATE EVENT IN THE CREST | | | | | | |
| SYSTEM. THIS TRANSFER WILL NEED TO BE | | | | | | |
| COMPLETED BY THE SPECIFIED CREST SYSTEM | | | | | | |
| DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE | | | | | | |
| CDIS WILL BE BLOCKED IN THE CREST SYSTEM. THE | | | | | | |
| CDIS WILL BE RELEASED FROM ESCROW AS SOON | | | | | | |
| AS PRACTICABLE ON THE BUSINESS DAY PRIOR TO | | | | | | |
| MEETING DATE UNLESS OTHERWISE SPECIFIED. IN | | | | | | |
| ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED | | | | | | |
| POSITION MUST BE BLOCKED IN THE REQUIRED | | | | | | |
| ESCROW ACCOUNT IN THE CREST SYSTEM. BY | | | | | | |
| VOTING ON THIS MEETING, YOUR CREST | | | | | | |
| SPONSORED MEMBER/CUSTODIAN MAY USE YOUR | | | | | | |
| VOTE INSTRUCTION AS THE AUTHORIZATION TO | | | | | | |
| TAKE THE NECESSARY ACTION WHICH WILL INCLUDE | | | | | | |
| TRANSFERRING YOUR INSTRUCTED POSITION TO | | | | | | |
| ESCROW. PLEASE CONTACT YOUR CREST | | | | | | |
| SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR | | | | | | |
| FURTHER INFORMATION ON THE CUSTODY PROCESS | | | | | | |
| AND WHETHER OR NOT THEY REQUIRE SEPARATE | | | | | | |
| INSTRUCTIONS FROM YOU | | | | | | |
| | | | | | | |
12 | 19 MAR 2021: PLEASE NOTE THAT THIS IS A REVISION | None | None | | Non Voting | | |
| DUE TO ADDITION OF COMMENT AND CHANGE IN | | | | | | |
| MEETING TYPE FROM AGM TO OGM. IF YOU HAVE | | | | | | |
| ALREADY SENT IN YOUR VOTES, PLEASE DO NOT | | | | | | |
| VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR | | | | | | |
| ORIGINAL INSTRUCTIONS. THANK YOU | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS | None | None | | Non Voting | | |
| REQUIRED FOR THIS MEETING. IF NO BENEFICIAL | | | | | | |
| OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION | | | | | | |
| MAY BE REJECTED. THANK YOU | | | | | | |
| | | | | | | |
2 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
3 | OPENING | None | None | | Non Voting | | |
| | | | | | | |
4 | REPORT OF THE BOARD OF DIRECTORS FOR THE | None | None | | Non Voting | | |
| FINANCIAL YEAR 2020 | | | | | | |
5 | POLICY ON ADDITIONS TO RESERVES AND ON | None | None | | Non Voting | | |
| DIVIDENDS | | | | | | |
| | | | | | | |
6 | REMUNERATION REPORT 2020 (ADVISORY | For | None | 43602 | 0 | 0 | 0 |
| VOTING) | | | | | | |
| | | | | | | |
7 | ADOPTION OF THE ANNUAL ACCOUNTS 2020 | For | None | 43602 | 0 | 0 | 0 |
| | | | | | | |
8 | EXTRAORDINARY DISTRIBUTION: EUR 0.32 | For | None | 43602 | 0 | 0 | 0 |
| PER SHARE | | | | | | |
| | | | | | | |
9 | GRANTING OF DISCHARGE TO THE | For | None | 43602 | 0 | 0 | 0 |
| DIRECTORS IN RESPECT OF THE | | | | | | |
| PERFORMANCE OF THEIR DUTIES DURING | | | | | | |
| THE FINANCIAL YEAR 2020 | | | | | | |
| | | | | | | |
10 | PROPOSAL TO APPOINT ERNST & YOUNG | For | None | 43602 | 0 | 0 | 0 |
| ACCOUNTANTS LLP AS THE COMPANY’S | | | | | | |
| INDEPENDENT AUDITOR | | | | | | |
| | | | | | | |
11 | PROPOSAL TO AMEND THE REMUNERATION | For | None | 43602 | 0 | 0 | 0 |
| POLICY OF THE BOARD OF DIRECTORS | | | | | | |
| | | | | | | |
12 | PROPOSAL TO ADOPT THE EQUITY | For | None | 43602 | 0 | 0 | 0 |
| INCENTIVE PLAN AND AUTHORIZATION TO | | | | | | |
| THE BOARD OF DIRECTORS (I) TO ISSUE | | | | | | |
| SHARES OR GRANT RIGHTS TO SUBSCRIBE | | | | | | |
| FOR SHARES AND (II) TO EXCLUDE PRE- | | | | | | |
| EMPTIVE RIGHTS IN CONNECTION WITH THE | | | | | | |
| EQUITY INCENTIVE PLAN | | | | | | |
| | | | | | | |
13 | PROPOSAL TO AUTHORIZE THE BOARD OF | For | None | 43602 | 0 | 0 | 0 |
| DIRECTORS TO ACQUIRE FULLY PAID-UP | | | | | | |
| COMMON SHARES IN THE COMPANY’S OWN | | | | | | |
| SHARE CAPITAL IN ACCORDANCE WITH | | | | | | |
| ARTICLE 9 OF THE COMPANY’S ARTICLES OF | | | | | | |
| ASSOCIATION | | | | | | |
| | | | | | | |
14 | PROPOSAL TO CANCEL ALL CLASS B | For | None | 43602 | 0 | 0 | 0 |
| SPECIAL VOTING SHARES HELD BY THE | | | | | �� | |
| COMPANY IN ITS OWN SHARE CAPITAL IN | | | | | | |
| ACCORDANCE WITH ARTICLE 10 OF THE | | | | | | |
| COMPANY’S ARTICLES OF ASSOCIATION | | | | | | |
| | | | | | | |
15 | CLOSING | None | None | | Non Voting | | |
| | | | | | | |
16 | 31 MAR 2021: PLEASE NOTE THAT THIS IS A REVISION | None | None | | Non Voting | | |
| DUE TO ADDITION OF COMMENT AND CHANGE IN | | | | | | |
| TEXT OF RESOLUTION 2.e. IF YOU HAVE ALREADY | | | | | | |
| SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN | | | | | | |
| UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL | | | | | | |
| INSTRUCTIONS. THANK YOU | | | | | | |
| | | | | | | |
17 | 09 MAR 2021: INTERMEDIARY CLIENTS ONLY - PLEASE | None | None | | Non Voting | | |
| NOTE THAT IF YOU ARE CLASSIFIED AS AN | | | | | | |
| INTERMEDIARY CLIENT UNDER THE SHAREHOLDER | | | | | | |
| RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING | | | | | | |
| THE UNDERLYING SHAREHOLDER INFORMATION AT | | | | | | |
| THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE | | | | | | |
| ON HOW TO PROVIDE THIS LEVEL OF DATA TO | | | | | | |
| BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE | | | | | | |
| SPEAK TO YOUR DEDICATED CLIENT SERVICE | | | | | | |
| REPRESENTATIVE FOR ASSISTANCE | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
2 | FROM 10TH FEBRUARY, BROADRIDGE WILL CODE ALL | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
3 | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
4 | INFORMATION ON COUNTER PROPOSALS CAN BE | None | None | | 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 | | | | | | |
| | | | | | | |
5 | RECEIVE FINANCIAL STATEMENTS AND STATUTORY | None | None | | Non Voting | | |
| REPORTS FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
6 | APPROVE ALLOCATION OF INCOME AND | For | None | 11780 | 0 | 0 | 0 |
| DIVIDENDS OF EUR 1.30 PER SHARE | | | | | | |
| | | | | | | |
7 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 11780 | 0 | 0 | 0 |
| BOARD FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
8 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 11780 | 0 | 0 | 0 |
| BOARD FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
9 | RATIFY KPMG AG AS AUDITORS FOR FISCAL | For | None | 11780 | 0 | 0 | 0 |
| YEAR 2021 | | | | | | |
| | | | | | | |
10 | ELECT LISE KINGO TO THE SUPERVISORY | For | None | 11780 | 0 | 0 | 0 |
| BOARD | | | | | | |
| | | | | | | |
11 | APPROVE CREATION OF EUR 58 MILLION | For | None | 11780 | 0 | 0 | 0 |
| POOL OF CAPITAL WITH PARTIAL EXCLUSION | | | | | | |
| OF PREEMPTIVE RIGHTS | | | | | | |
| | | | | | | |
12 | APPROVE REMUNERATION POLICY | For | None | 11780 | 0 | 0 | 0 |
| | | | | | | |
13 | APPROVE REMUNERATION OF | For | None | 11780 | 0 | 0 | 0 |
| SUPERVISORY BOARD | | | | | | |
| | | | | | | |
14 | 08 MAR 2021: INTERMEDIARY CLIENTS ONLY - PLEASE | None | None | | Non Voting | | |
| NOTE THAT IF YOU ARE CLASSIFIED AS AN | | | | | | |
| INTERMEDIARY CLIENT UNDER THE SHAREHOLDER | | | | | | |
| RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING | | | | | | |
| THE UNDERLYING SHAREHOLDER INFORMATION AT | | | | | | |
| THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE | | | | | | |
| ON HOW TO PROVIDE THIS LEVEL OF DATA TO | | | | | | |
| BROADRIDGE OUTSIDE OF PROXY EDGE, PLEASE | | | | | | |
| SPEAK TO YOUR DEDICATED CLIENT SERVICE | | | | | | |
| REPRESENTATIVE FOR ASSISTANCE. THANK YOU | | | | | | |
| | | | | | | |
15 | 08 MAR 2021: PLEASE NOTE THAT THIS IS A REVISION | None | None | | Non Voting | | |
| 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 | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
2 | PLEASE NOTE IN THE EVENT THE MEETING DOES | None | None | | Non Voting | | |
| NOT REACH QUORUM, THERE WILL BE A SECOND | | | | | | |
| CALL ON 29 APR 2021. CONSEQUENTLY, YOUR | | | | | | |
| VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL | | | | | | |
| CALLS UNLESS THE AGENDA IS AMENDED. THANK | | | | | | |
| YOU | | | | | | |
| | | | | | | |
3 | SCRUTINY AND APPROVAL OF THE ANNUAL | For | None | 161350 | 0 | 0 | 0 |
| ACCOUNTS AND MANAGEMENT REPORT OF | | | | | | |
| ATRESMEDIA CORPORACION DE MEDIOS DE | | | | | | |
| COMUNICACION, S.A. FOR THE YEAR ENDED | | | | | | |
| ON 31 DECEMBER 2020, BOTH ON AN | | | | | | |
| INDIVIDUAL AND ON A CONSOLIDATED BASIS | | | | | | |
| | | | | | | |
4 | APPROVAL OF THE STATEMENT OF NON | For | None | 161350 | 0 | 0 | 0 |
| FINANCIAL INFORMATION AS OF 31 | | | | | | |
| DECEMBER 2020, WHICH FORMS PART OF | | | | | | |
| THE CONSOLIDATED MANAGEMENT REPORT | | | | | | |
| | | | | | | |
5 | APPROVAL OF THE PROPOSAL CONCERNING | For | None | 161350 | 0 | 0 | 0 |
| THE APPROPRIATION OF THE PROFIT | | | | | | |
| OBTAINED IN 2020 | | | | | | |
| | | | | | | |
6 | APPROVAL OF THE CORPORATE | For | None | 161350 | 0 | 0 | 0 |
| MANAGEMENT BY THE BOARD OF | | | | | | |
| DIRECTORS OF THE COMPANY IN 2020 | | | | | | |
| | | | | | | |
7 | RE ELECTION OF KPMG AUDITORES, S.L. AS | For | None | 161350 | 0 | 0 | 0 |
| EXTERNAL AUDITORS OF ATRESMEDIA | | | | | | |
| CORPORACION DE MEDIOS DE | | | | | | |
| COMUNICACION, S.A. AND ITS | | | | | | |
| CONSOLIDATED GROUP OF COMPANIES FOR | | | | | | |
| THE 2021 FINANCIAL YEAR | | | | | | |
| | | | | | | |
8 | APPOINTMENT AS INDEPENDENT DIRECTOR | For | None | 161350 | 0 | 0 | 0 |
| OF DONA ROSA MARIA LLEAL TOST | | | | | | |
| | | | | | | |
9 | APPOINTMENT AS INDEPENDENT DIRECTOR | For | None | 161350 | 0 | 0 | 0 |
| OF DONA BEATRIZ ROGER TORRES | | | | | | |
| | | | | | | |
10 | APPROVAL OF THE LONG TERM VARIABLE | For | None | 161350 | 0 | 0 | 0 |
| REMUNERATION PLAN WITH SHARES | | | | | | |
| DELIVERY FOR EXECUTIVE DIRECTORS AND | | | | | | |
| MANAGERS OF THE ATRESMEDIA GROUP | | | | | | |
| | | | | | | |
11 | DIRECTORS REMUNERATION POLICY FOR | For | None | 161350 | 0 | 0 | 0 |
| THE YEARS 2021-2023 | | | | | | |
| | | | | | | |
12 | DELEGATION OF POWERS TO FORMULATE, | For | None | 161350 | 0 | 0 | 0 |
| CONSTRUE, REMEDY AND ENFORCE THE | | | | | | |
| RESOLUTIONS ADOPTED BY THE GENERAL | | | | | | |
| MEETING, AND TO REPLACE THE POWERS | | | | | | |
| GRANTED TO THE BOARD OF DIRECTORS BY | | | | | | |
| THE MEETING | | | | | | |
| | | | | | | |
13 | ADVISORY VOTE ON THE ANNUAL REPORT | For | None | 161350 | 0 | 0 | 0 |
| ON THE REMUNERATION OF THE | | | | | | |
| COMPANY’S DIRECTORS FOR THE 2020 | | | | | | |
| FINANCIAL YEAR | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS | None | None | | Non Voting | | |
| AN AGAINST VOTE IF THE MEETING REQUIRES | | | | | | |
| APPROVAL FROM THE MAJORITY OF PARTICIPANTS | | | | | | |
| TO PASS A RESOLUTION | | | | | | |
| | | | | | | |
2 | MARKET RULES REQUIRE DISCLOSURE OF | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
3 | IMPORTANT MARKET PROCESSING REQUIREMENT: A | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
4 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
5 | ELECT CHAIRMAN OF MEETING | None | None | | Non Voting | | |
| | | | | | | |
6 | DESIGNATE FABIAN BENGTSSON AS INSPECTOR OF | None | None | | Non Voting | | |
| MINUTES OF MEETING | | | | | | |
| | | | | | | |
7 | DESIGNATE ANNA SUNDBERG AS INSPECTOR OF | None | None | | Non Voting | | |
| MINUTES OF MEETING | | | | | | |
| | | | | | | |
8 | PREPARE AND APPROVE LIST OF SHAREHOLDERS | None | None | | Non Voting | | |
| | | | | | | |
9 | APPROVE AGENDA OF MEETING | None | None | | Non Voting | | |
| | | | | | | |
10 | ACKNOWLEDGE PROPER CONVENING OF MEETING | None | None | | Non Voting | | |
| | | | | | | |
11 | RECEIVE FINANCIAL STATEMENTS AND STATUTORY | None | None | | Non Voting | | |
| REPORTS | | | | | | |
| | | | | | | |
12 | ACCEPT FINANCIAL STATEMENTS AND | For | None | 108720 | 0 | 0 | 0 |
| STATUTORY REPORTS | | | | | | |
| | | | | | | |
13 | APPROVE ALLOCATION OF INCOME AND | For | None | 108720 | 0 | 0 | 0 |
| DIVIDENDS OF SEK 2.68 PER SHARE | | | | | | |
| | | | | | | |
14 | APPROVE DISCHARGE OF BOARD MEMBER | For | None | 108720 | 0 | 0 | 0 |
| AND CHAIRMAN MARTIN BENGTSSON | | | | | | |
| | | | | | | |
15 | APPROVE DISCHARGE OF BOARD MEMBER | For | None | 108720 | 0 | 0 | 0 |
| FREDRIK CARLSSON | | | | | | |
| | | | | | | |
16 | APPROVE DISCHARGE OF BOARD MEMBER | For | None | 108720 | 0 | 0 | 0 |
| LARS NORDSTRAND | | | | | | |
| | | | | | | |
17 | APPROVE DISCHARGE OF BOARD MEMBER | For | None | 108720 | 0 | 0 | 0 |
| MARITA ODELIUS ENGSTROM | | | | | | |
| | | | | | | |
18 | APPROVE DISCHARGE OF BOARD MEMBER | For | None | 108720 | 0 | 0 | 0 |
| MIKAEL WINTZELL | | | | | | |
| | | | | | | |
19 | APPROVE DISCHARGE OF BOARD MEMBER | For | None | 108720 | 0 | 0 | 0 |
| JOHANNA BERLINDE | | | | | | |
| | | | | | | |
20 | APPROVE DISCHARGE OF BOARD MEMBER | For | None | 108720 | 0 | 0 | 0 |
| KRISTINA PATEK, SINCE THE 2020 ANNUAL | | | | | | |
| GENERAL MEETING | | | | | | |
| | | | | | | |
21 | APPROVE DISCHARGE OF BOARD MEMBER | For | None | 108720 | 0 | 0 | 0 |
| SUSANNE EHNBAGE, SINCE THE 2020 | | | | | | |
| ANNUAL GENERAL MEETING | | | | | | |
| | | | | | | |
22 | APPROVE DISCHARGE OF BOARD MEMBER | For | None | 108720 | 0 | 0 | 0 |
| MARIANA BURENSTAM LINDER, UNTIL THE | | | | | | |
| 2020 ANNUAL GENERAL MEETING | | | | | | |
| | | | | | | |
23 | APPROVE DISCHARGE OF BOARD MEMBER | For | None | 108720 | 0 | 0 | 0 |
| ANDERS DAHLVIG, UNTIL THE 2020 ANNUAL | | | | | | |
| GENERAL MEETING | | | | | | |
| | | | | | | |
24 | APPROVE DISCHARGE OF CEO NILS | For | None | 108720 | 0 | 0 | 0 |
| CARLSSON, SINCE JUNE 1 2020 | | | | | | |
| | | | | | | |
25 | APPROVE DISCHARGE OF CEO KENNETH | For | None | 108720 | 0 | 0 | 0 |
| NILSSON, UNTIL MAY 31 2020 | | | | | | |
| | | | | | | |
26 | DETERMINE NUMBER OF MEMBERS (8) AND | For | None | 108720 | 0 | 0 | 0 |
| DEPUTY MEMBERS OF BOARD | | | | | | |
| | | | | | | |
27 | APPROVE REMUNERATION OF DIRECTORS | For | None | 108720 | 0 | 0 | 0 |
| IN THE AMOUNT OF SEK 1.3 MILLION FOR | | | | | | |
| CHAIRMAN AND SEK 440,000 FOR OTHER | | | | | | |
| DIRECTORS APPROVE REMUNERATION FOR | | | | | | |
| COMMITTEE WORK | | | | | | |
| | | | | | | |
28 | APPROVE REMUNERATION OF AUDITORS | For | None | 108720 | 0 | 0 | 0 |
| | | | | | | |
29 | REELECT MARTIN BENGTSSON AS | For | None | 108720 | 0 | 0 | 0 |
| DIRECTOR | | | | | | |
| | | | | | | |
30 | REELECT FREDRIK CARLSSON AS DIRECTOR | For | None | 108720 | 0 | 0 | 0 |
| | | | | | | |
31 | REELECT LARS NORDSTRAND AS DIRECTOR | For | None | 108720 | 0 | 0 | 0 |
| | | | | | | |
32 | REELECT MARITA ODELIUS ENGSTROM AS | For | None | 108720 | 0 | 0 | 0 |
| DIRECTOR | | | | | | |
| | | | | | | |
33 | REELECT MIKAEL WINTZELL AS DIRECTOR | For | None | 108720 | 0 | 0 | 0 |
| | | | | | | |
34 | REELECT JOHANNA BERLINDE AS DIRECTOR | For | None | 108720 | 0 | 0 | 0 |
| | | | | | | |
35 | REELECT KRISTINA PATEK AS DIRECTOR | For | None | 108720 | 0 | 0 | 0 |
| | | | | | | |
36 | REELECT SUSANNE EHNBAGE AS DIRECTOR | For | None | 108720 | 0 | 0 | 0 |
| | | | | | | |
37 | REELECT MARTIN BENGTSSON AS BOARD | For | None | 108720 | 0 | 0 | 0 |
| CHAIRMAN | | | | | | |
| | | | | | | |
38 | RATIFY ERNST YOUNGAS AUDITORS | For | None | 108720 | 0 | 0 | 0 |
| | | | | | | |
39 | APPROVE REMUNERATION REPORT | For | None | 108720 | 0 | 0 | 0 |
| | | | | | | |
40 | AUTHORIZE SHARE REPURCHASE PROGRAM | For | None | 108720 | 0 | 0 | 0 |
| | | | | | | |
41 | AMEND ARTICLES RE EDITORIAL CHANGES | For | None | 108720 | 0 | 0 | 0 |
| TO ARTICLE 1 | | | | | | |
| | | | | | | |
42 | INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT | None | None | | Non Voting | | |
| IF YOU ARE CLASSIFIED AS AN INTERMEDIARY | | | | | | |
| CLIENT UNDER THE SHAREHOLDER RIGHTS | | | | | | |
| DIRECTIVE II, YOU SHOULD BE PROVIDING THE | | | | | | |
| UNDERLYING SHAREHOLDER INFORMATION AT THE | | | | | | |
| VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON | | | | | | |
| HOW TO PROVIDE THIS LEVEL OF DATA TO | | | | | | |
| BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE | | | | | | |
| SPEAK TO YOUR DEDICATED CLIENT SERVICE | | | | | | |
| REPRESENTATIVE FOR ASSISTANCE | | | | | | |
| | | | | | | |
43 | PLEASE NOTE THAT IF YOU HOLD CREST | None | None | | Non Voting | | |
| DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE AT | | | | | | |
| THIS MEETING, YOU (OR YOUR CREST SPONSORED | | | | | | |
| MEMBER/CUSTODIAN) WILL BE REQUIRED TO | | | | | | |
| INSTRUCT A TRANSFER OF THE RELEVANT CDIS TO | | | | | | |
| THE ESCROW ACCOUNT SPECIFIED IN THE | | | | | | |
| ASSOCIATED CORPORATE EVENT IN THE CREST | | | | | | |
| SYSTEM. THIS TRANSFER WILL NEED TO BE | | | | | | |
| COMPLETED BY THE SPECIFIED CREST SYSTEM | | | | | | |
| DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE | | | | | | |
| CDIS WILL BE BLOCKED IN THE CREST SYSTEM. THE | | | | | | |
| CDIS WILL BE RELEASED FROM ESCROW AS SOON | | | | | | |
| AS PRACTICABLE ON THE BUSINESS DAY PRIOR TO | | | | | | |
| MEETING DATE UNLESS OTHERWISE SPECIFIED. IN | | | | | | |
| ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED | | | | | | |
| POSITION MUST BE BLOCKED IN THE REQUIRED | | | | | | |
| ESCROW ACCOUNT IN THE CREST SYSTEM. BY | | | | | | |
| VOTING ON THIS MEETING, YOUR CREST | | | | | | |
| SPONSORED MEMBER/CUSTODIAN MAY USE YOUR | | | | | | |
| VOTE INSTRUCTION AS THE AUTHORIZATION TO | | | | | | |
| TAKE THE NECESSARY ACTION WHICH WILL INCLUDE | | | | | | |
| TRANSFERRING YOUR INSTRUCTED POSITION TO | | | | | | |
| ESCROW. PLEASE CONTACT YOUR CREST | | | | | | |
| SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR | | | | | | |
| FURTHER INFORMATION ON THE CUSTODY PROCESS | | | | | | |
| AND WHETHER OR NOT THEY REQUIRE SEPARATE | | | | | | |
| INSTRUCTIONS FROM YOU | | | | | | |
| | | | | | | |
44 | 26 MAR 2021: PLEASE NOTE THAT THIS IS A REVISION | None | None | | Non Voting | | |
| DUE TO MODIFICATION OF TEXT IN RESOLUTION 12.4. | | | | | | |
| IF YOU HAVE ALREADY SENT IN YOUR VOTES, | | | | | | |
| PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE | | | | | | |
| TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK | | | | | | |
| YOU. | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT THE COMPANY NOTICE AND | None | None | | Non Voting | | |
| PROXY FORM ARE AVAILABLE BY CLICKING ON THE | | | | | | |
| URL LINKS: | | | | | | |
| https://www1.hkexnews.hk/listedco/listconews/sehk/2021/03 | | | | | | |
| 25/2021032500400.pdf AND | | | | | | |
| https://www1.hkexnews.hk/listedco/listconews/sehk/2021/03 | | | | | | |
| 25/2021032500388.pdf | | | | | | |
| | | | | | | |
2 | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED | None | None | | Non Voting | | |
| TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR ALL | | | | | | |
| RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON | | | | | | |
| THIS MEETING | | | | | | |
| | | | | | | |
3 | TO RECEIVE AND APPROVE THE AUDITED | For | None | 860000 | 0 | 0 | 0 |
| CONSOLIDATED FINANCIAL STATEMENTS OF | | | | | | |
| THE COMPANY AND ITS SUBSIDIARIES AND | | | | | | |
| THE REPORTS OF THE DIRECTORS (THE | | | | | | |
| “DIRECTORS”) AND AUDITOR (THE | | | | | | |
| “AUDITOR”) OF THE COMPANY FOR THE | | | | | | |
| YEAR ENDED 31 DECEMBER 2020 | | | | | | |
| | | | | | | |
4 | TO DECLARE A FINAL DIVIDEND OF HK19 | For | None | 860000 | 0 | 0 | 0 |
| CENTS PER ORDINARY SHARE AND A | | | | | | |
| SPECIAL FINAL DIVIDEND OF HK8 CENTS | | | | | | |
| PER ORDINARY SHARE FOR THE YEAR | | | | | | |
| ENDED 31 DECEMBER 2020 | | | | | | |
| | | | | | | |
5 | TO RE-ELECT MR. WANG DONG XING AS | For | None | 860000 | 0 | 0 | 0 |
| EXECUTIVE DIRECTOR | | | | | | |
| | | | | | | |
6 | TO RE-ELECT MR. CAI RONG HUA AS | For | None | 860000 | 0 | 0 | 0 |
| EXECUTIVE DIRECTOR | | | | | | |
| | | | | | | |
7 | TO RE-ELECT MR. PAN RONG BIN AS | For | None | 860000 | 0 | 0 | 0 |
| EXECUTIVE DIRECTOR | | | | | | |
| | | | | | | |
8 | TO AUTHORISE THE BOARD (THE “BOARD”) | For | None | 860000 | 0 | 0 | 0 |
| OF DIRECTORS TO FIX THE REMUNERATION | | | | | | |
| OF THE DIRECTORS | | | | | | |
| | | | | | | |
9 | TO RE-APPOINT KPMG AS THE AUDITOR FOR | For | None | 860000 | 0 | 0 | 0 |
| THE YEAR ENDING 31 DECEMBER 2021 AND | | | | | | |
| TO AUTHORISE THE BOARD TO FIX THEIR | | | | | | |
| REMUNERATION | | | | | | |
| | | | | | | |
10 | TO GRANT A GENERAL AND UNCONDITIONAL | For | None | 860000 | 0 | 0 | 0 |
| MANDATE TO THE DIRECTORS TO ALLOT, | | | | | | |
| ISSUE AND DEAL WITH ADDITIONAL SHARES | | | | | | |
| IN THE COMPANY NOT EXCEEDING 20% OF | | | | | | |
| THE AGGREGATE NOMINAL AMOUNT OF THE | | | | | | |
| SHARE CAPITAL OF THE COMPANY IN ISSUE | | | | | | |
| AS AT THE DATE OF THE PASSING OF THE | | | | | | |
| RELEVANT RESOLUTION | | | | | | |
| | | | | | | |
11 | TO GRANT A GENERAL AND UNCONDITIONAL | For | None | 860000 | 0 | 0 | 0 |
| MANDATE TO THE DIRECTORS TO | | | | | | |
| REPURCHASE SHARES IN THE COMPANY | | | | | | |
| NOT EXCEEDING 10% OF THE AGGREGATE | | | | | | |
| NOMINAL AMOUNT OF THE SHARE CAPITAL | | | | | | |
| OF THE COMPANY IN ISSUE AS AT THE DATE | | | | | | |
| OF THE PASSING OF THE RELEVANT | | | | | | |
| RESOLUTION | | | | | | |
| | | | | | | |
12 | CONDITIONAL UPON RESOLUTIONS 6 AND 7 | For | None | 860000 | 0 | 0 | 0 |
| BEING PASSED, THE GENERAL AND | | | | | | |
| UNCONDITIONAL MANDATE GRANTED TO | | | | | | |
| THE DIRECTORS TO ALLOT, ISSUE AND DEAL | | | | | | |
| WITH ADDITIONAL SHARES IN THE COMPANY | | | | | | |
| PURSUANT TO RESOLUTION 6 BE EXTENDED | | | | | | |
| BY THE ADDITION THERETO OF AN AMOUNT | | | | | | |
| REPRESENTING THE AGGREGATE NOMINAL | | | | | | |
| AMOUNT OF THE SHARE CAPITAL OF THE | | | | | | |
| COMPANY REPURCHASED BY THE COMPANY | | | | | | |
| UNDER THE AUTHORITY GRANTED | | | | | | |
| PURSUANT TO RESOLUTION 7 | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
2 | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC | None | None | | Non Voting | | |
| 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. | | | | | | |
| | | | | | | |
3 | INFORMATION ON COUNTER PROPOSALS CAN BE | None | None | | 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. | | | | | | |
| | | | | | | |
4 | FROM 10TH FEBRUARY, BROADRIDGE WILL CODE ALL | None | None | | Non Voting | | |
| 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. | | | | | | |
| | | | | | | |
5 | RECEIVE FINANCIAL STATEMENTS AND STATUTORY | None | None | | Non Voting | | |
| REPORTS FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
6 | APPROVE ALLOCATION OF INCOME AND | For | None | 4835 | 0 | 0 | 0 |
| OMISSION OF DIVIDENDS | | | | | | |
| | | | | | | |
7 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER NIKOLAI SETZER FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
8 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER ELMAR DEGENHART FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
9 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER HANS-JUERGEN DUENSING | | | | | | |
| FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
10 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER FRANK JOURDAN FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
11 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER CHRISTIAN KOETZ FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
12 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER HELMUT MATSCHI FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
13 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER ARIANE REINHART FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
14 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER WOLFGANG SCHAEFER | | | | | | |
| FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
15 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER ANDREAS WOLF FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
16 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER WOLFGANG REITZLE FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
17 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER HASAN ALLAK FOR FISCAL | | | | | | |
| YEAR 2020 | | | | | | |
| | | | | | | |
18 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER CHRISTIANE BENNER FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
19 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER GUNTER DUNKEL FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
20 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER FRANCESCO GRIOLI FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
21 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER MICHAEL IGLHAUT FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
22 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER SATISH KHATU FOR FISCAL | | | | | | |
| YEAR 2020 | | | | | | |
| | | | | | | |
23 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER ISABEL KNAUF FOR FISCAL | | | | | | |
| YEAR 2020 | | | | | | |
| | | | | | | |
24 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER SABINE NEUSS FOR FISCAL | | | | | | |
| YEAR 2020 | | | | | | |
| | | | | | | |
25 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER ROLF NONNENMACHER | | | | | | |
| FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
26 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER DIRK NORDMANN FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
27 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER LORENZ PFAU FOR FISCAL | | | | | | |
| YEAR 2020 | | | | | | |
| | | | | | | |
28 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER KLAUS ROSENFELD FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
29 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER GEORG SCHAEFFLER FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
30 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER MARIA-ELISABETH | | | | | | |
| SCHAEFFLER-THUMANN FOR FISCAL YEAR | | | | | | |
| 2020 | | | | | | |
| | | | | | | |
31 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER JOERG SCHOENFELDER | | | | | | |
| FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
32 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER STEFAN SCHOLZ FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
33 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER KIRSTEN VOERKELFOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
34 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER ELKE VOLKMANN FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
35 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 4835 | 0 | 0 | 0 |
| BOARD MEMBER SIEGFRIED WOLF FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
36 | RATIFY PRICEWATERHOUSECOOPERS | For | None | 4835 | 0 | 0 | 0 |
| GMBH AS AUDITORS FOR FISCAL YEAR 2021 | | | | | | |
| | | | | | | |
37 | AMEND ARTICLES OF ASSOCIATION | For | None | 4835 | 0 | 0 | 0 |
| | | | | | | |
38 | APPROVE SPIN-OFF AND TAKEOVER | For | None | 4835 | 0 | 0 | 0 |
| AGREEMENT WITH VITESCO TECHNOLOGIES | | | | | | |
| GROUP AKTIENGESELLSCHAFT | | | | | | |
| | | | | | | |
39 | INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT | None | None | | Non Voting | | |
| IF YOU ARE CLASSIFIED AS AN INTERMEDIARY | | | | | | |
| CLIENT UNDER THE SHAREHOLDER RIGHTS | | | | | | |
| DIRECTIVE II, YOU SHOULD BE PROVIDING THE | | | | | | |
| UNDERLYING SHAREHOLDER INFORMATION AT THE | | | | | | |
| VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON | | | | | | |
| HOW TO PROVIDE THIS LEVEL OF DATA TO | | | | | | |
| BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE | | | | | | |
| SPEAK TO YOUR DEDICATED CLIENT SERVICE | | | | | | |
| REPRESENTATIVE FOR ASSISTANCE | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
2 | FROM 10TH FEBRUARY, BROADRIDGE WILL CODE ALL | None | None | | Non Voting | | |
| 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. | | | | | | |
| | | | | | | |
3 | PLEASE NOTE THAT FOLLOWING THE AMENDMENT | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
4 | THE VOTE/REGISTRATION DEADLINE AS DISPLAYED | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
5 | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
6 | FURTHER INFORMATION ON COUNTER PROPOSALS | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
7 | RECEIVE FINANCIAL STATEMENTS AND STATUTORY | None | None | | Non Voting | | |
| REPORTS FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
8 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 1 | 0 | 0 | 0 |
| BOARD FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
9 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 1 | 0 | 0 | 0 |
| BOARD FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
10 | ELECT ANGELA TITZRATH TO THE | For | None | 1 | 0 | 0 | 0 |
| SUPERVISORY BOARD | | | | | | |
| | | | | | | |
11 | ELECT MICHAEL KERKLOH TO THE | For | None | 1 | 0 | 0 | 0 |
| SUPERVISORY BOARD | | | | | | |
| | | | | | | |
| | | | | | | |
12 | ELECT BRITTA SEEGER TO THE | For | None | 1 | 0 | 0 | 0 |
| SUPERVISORY BOARD | | | | | | |
| | | | | | | |
13 | APPROVE REMUNERATION OF | For | None | 1 | 0 | 0 | 0 |
| SUPERVISORY BOARD | | | | | | |
| | | | | | | |
14 | APPROVE ISSUANCE OF WARRANTS/BONDS | For | None | 1 | 0 | 0 | 0 |
| WITH WARRANTS ATTACHED/CONVERTIBLE | | | | | | |
| BONDS WITHOUT PREEMPTIVE RIGHTS UP | | | | | | |
| TO AGGREGATE NOMINAL AMOUNT OF EUR | | | | | | |
| 1.5 BILLION; APPROVE CREATION OF EUR | | | | | | |
| 153 MILLION POOL OF CAPITAL TO | | | | | | |
| GUARANTEE CONVERSION RIGHTS | | | | | | |
| | | | | | | |
15 | APPROVE CREATION OF EUR 5.5 BILLION | For | None | 1 | 0 | 0 | 0 |
| POOL OF CAPITAL WITH PREEMPTIVE | | | | | | |
| RIGHTS | | | | | | |
| | | | | | | |
16 | RATIFY ERNST & YOUNG GMBH AS | For | None | 1 | 0 | 0 | 0 |
| AUDITORS FOR FISCAL YEAR 2021 | | | | | | |
| | | | | | | |
17 | 08 APR 2021: PLEASE NOTE THAT IF YOU HOLD | None | None | | Non Voting | | |
| CREST DEPOSITORY INTERESTS (CDIS) AND | | | | | | |
| PARTICIPATE AT THIS MEETING, YOU (OR YOUR | | | | | | |
| CREST SPONSORED MEMBER/CUSTODIAN) WILL BE | | | | | | |
| REQUIRED TO INSTRUCT A TRANSFER OF THE | | | | | | |
| RELEVANT CDIS TO THE ESCROW ACCOUNT | | | | | | |
| SPECIFIED IN THE ASSOCIATED CORPORATE EVENT | | | | | | |
| IN THE CREST SYSTEM. THIS TRANSFER WILL NEED | | | | | | |
| TO BE COMPLETED BY THE SPECIFIED CREST | | | | | | |
| SYSTEM DEADLINE. ONCE THIS TRANSFER HAS | | | | | | |
| SETTLED, THE CDIS WILL BE BLOCKED IN THE CREST | | | | | | |
| SYSTEM. THE CDIS WILL BE RELEASED FROM | | | | | | |
| ESCROW AS SOON AS PRACTICABLE ON THE | | | | | | |
| BUSINESS DAY PRIOR TO MEETING DATE UNLESS | | | | | | |
| OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO | | | | | | |
| BE ACCEPTED, THE VOTED POSITION MUST BE | | | | | | |
| BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN | | | | | | |
| THE CREST SYSTEM. BY VOTING ON THIS MEETING, | | | | | | |
| YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY | | | | | | |
| USE YOUR VOTE INSTRUCTION AS THE | | | | | | |
| AUTHORIZATION TO TAKE THE NECESSARY ACTION | | | | | | |
| WHICH WILL INCLUDE TRANSFERRING YOUR | | | | | | |
| INSTRUCTED POSITION TO ESCROW. PLEASE | | | | | | |
| CONTACT YOUR CREST SPONSORED | | | | | | |
| MEMBER/CUSTODIAN DIRECTLY FOR FURTHER | | | | | | |
| INFORMATION ON THE CUSTODY PROCESS AND | | | | | | |
| WHETHER OR NOT THEY REQUIRE SEPARATE | | | | | | |
| INSTRUCTIONS FROM YOU | | | | | | |
| | | | | | | |
18 | 08 APR 2021: PLEASE NOTE THAT THIS IS A REVISION | None | None | | Non Voting | | |
| 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 | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
2 | FROM 10TH FEBRUARY, BROADRIDGE WILL CODE ALL | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
3 | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
4 | INFORMATION ON COUNTER PROPOSALS CAN BE | None | None | | 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 | | | | | | |
| | | | | | | |
5 | RECEIVE FINANCIAL STATEMENTS AND STATUTORY | None | None | | Non Voting | | |
| REPORTS FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
6 | APPROVE ALLOCATION OF INCOME AND | For | None | 44240 | 0 | 0 | 0 |
| DIVIDENDS OF EUR 1.10 PER SHARE | | | | | | |
| | | | | | | |
7 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 44240 | 0 | 0 | 0 |
| BOARD FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
8 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 44240 | 0 | 0 | 0 |
| BOARD FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
9 | RATIFY EBNER STOLZ GMBH CO. KG AS | For | None | 44240 | 0 | 0 | 0 |
| AUDITORS FOR FISCAL YEAR 2021 | | | | | | |
| | | | | | | |
10 | APPROVE REMUNERATION POLICY | For | None | 44240 | 0 | 0 | 0 |
| | | | | | | |
11 | APPROVE REMUNERATION OF | For | None | 44240 | 0 | 0 | 0 |
| SUPERVISORY BOARD | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT VOTING IN PORTUGUESE | None | None | | Non Voting | | |
| MEETINGS REQUIRES THE DISCLOSURE OF | | | | | | |
| BENEFICIAL OWNER INFORMATION, THROUGH | | | | | | |
| DECLARATIONS OF PARTICIPATION AND VOTING. | | | | | | |
| BROADRIDGE WILL DISCLOSE THE BENEFICIAL | | | | | | |
| OWNER INFORMATION FOR YOUR VOTED ACCOUNTS. | | | | | | |
| ADDITIONALLY, PORTUGUESE LAW DOES NOT | | | | | | |
| PERMIT BENEFICIAL OWNERS TO VOTE | | | | | | |
| INCONSISTENTLY ACROSS THEIR HOLDINGS. | | | | | | |
| OPPOSING VOTES MAY BE REJECTED BY THE | | | | | | |
| COMPANY HOLDING THIS MEETING. PLEASE | | | | | | |
| CONTACT YOUR CLIENT SERVICE REPRESENTATIVE | | | | | | |
| FOR FURTHER DETAILS. | | | | | | |
| | | | | | | |
2 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
3 | TO RESOLVE ON THE MANAGEMENT | For | None | 209085 | 0 | 0 | 0 |
| REPORT, BALANCE SHEET AND ACCOUNTS | | | | | | |
| FOR THE FINANCIAL YEAR OF 2020 | | | | | | |
| | | | | | | |
4 | TO RESOLVE ON THE 2020 FINANCIAL | For | None | 209085 | 0 | 0 | 0 |
| STATEMENTS, INCLUDING THE | | | | | | |
| MANAGEMENT REPORT, THE BALANCE | | | | | | |
| SHEET AND ACCOUNTS, THE CORPORATE | | | | | | |
| GOVERNANCE REPORT AND THE | | | | | | |
| SUSTAINABILITY REPORT (WHICH CONTAINS | | | | | | |
| THE CONSOLIDATED NON-FINANCIAL | | | | | | |
| CONSOLIDATED STATEMENT) | | | | | | |
| | | | | | | |
5 | TO RESOLVE ON THE PROPOSAL FOR THE | For | None | 209085 | 0 | 0 | 0 |
| ALLOCATION OF RESULTS | | | | | | |
| | | | | | | |
6 | TO ASSESS IN GENERAL TERMS THE WORK | For | None | 209085 | 0 | 0 | 0 |
| OF THE COMPANY’S DIRECTORS AND | | | | | | |
| AUDITORS | | | | | | |
| | | | | | | |
7 | TO RESOLVE ON THE REMUNERATION | For | None | 209085 | 0 | 0 | 0 |
| POLICY FOR MEMBERS OF THE CORPORATE | | | | | | |
| BODIES | | | | | | |
| | | | | | | |
8 | TO RESOLVE ON THE ACQUISITION AND | For | None | 209085 | 0 | 0 | 0 |
| DISPOSAL OF OWN SHARES AND BONDS, IN | | | | | | |
| ACCORDANCE WITH ARTICLES 319, 320 AND | | | | | | |
| 354 OF THE COMPANIES CODE | | | | | | |
| | | | | | | |
9 | TO RESOLVE ON THE REDUCTION OF THE | For | None | 209085 | 0 | 0 | 0 |
| SHARE CAPITAL IN THE AMOUNT OF | | | | | | |
| 4,402,042.51 EUROS, FOR A SPECIAL | | | | | | |
| PURPOSE, BY THE EXTINCTION OF OWN | | | | | | |
| SHARES HELD, FOLLOWED BY A SHARE | | | | | | |
| CAPITAL INCREASE OF THE SAME VALUE, BY | | | | | | |
| INCORPORATION OF RESERVES, WITHOUT | | | | | | |
| CHANGING THE NUMBER OF SHARES, WITH | | | | | | |
| CONSEQUENT AMENDMENT TO PARAGRAPH | | | | | | |
| 2 OF ARTICLE 4 OF THE ARTICLES OF | | | | | | |
| ASSOCIATION | | | | | | |
| | | | | | | |
10 | TO RESOLVE ON THE RECLASSIFICATION OF | For | None | 209085 | 0 | 0 | 0 |
| FREE RESERVES IN THE AMOUNT OF | | | | | | |
| 138,290,615.44 EUROS AS RETAINED | | | | | | |
| EARNINGS FROM PREVIOUS YEARS, | | | | | | |
| REGARDING PART OF THE NET RESULTS OF | | | | | | |
| THE INDIVIDUAL ACCOUNTS FOR THE 2019 | | | | | | |
| FINANCIAL YEAR | | | | | | |
| | | | | | | |
11 | 08 APR 2021: INTERMEDIARY CLIENTS ONLY - PLEASE | None | None | | Non Voting | | |
| NOTE THAT IF YOU ARE CLASSIFIED AS AN | | | | | | |
| INTERMEDIARY CLIENT UNDER THE SHAREHOLDER | | | | | | |
| RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING | | | | | | |
| THE UNDERLYING SHAREHOLDER INFORMATION AT | | | | | | |
| THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE | | | | | | |
| ON HOW TO PROVIDE THIS LEVEL OF DATA TO | | | | | | |
| BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE | | | | | | |
| SPEAK TO YOUR DEDICATED CLIENT SERVICE | | | | | | |
| REPRESENTATIVE FOR ASSISTANCE | | | | | | |
| | | | | | | |
12 | 08 APR 2021: PLEASE NOTE THAT THE MEETING | None | None | | Non Voting | | |
| REVISED DUE TO ADDITION OF COMMENTS AND | | | | | | |
| CHANGE IN RECORD DATE FROM 04 MAY 2021 TO 03 | | | | | | |
| MAY 2021. IF YOU HAVE ALREADY SENT IN YOUR | | | | | | |
| VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU | | | | | | |
| DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. | | | | | | |
| THANK YOU. | | | | | | |
| | | | | | | |
13 | 08 APR 2021: PLEASE NOTE IN THE EVENT THE | None | None | | Non Voting | | |
| MEETING DOES NOT REACH QUORUM, THERE WILL | | | | | | |
| BE A SECOND CALL ON 28 MAY 2021. | | | | | | |
| CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL | | | | | | |
| REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA | | | | | | |
| IS AMENDED. THANK YOU. | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS | None | None | | Non Voting | | |
| ARE REQUIRED FOR THIS MEETING. IF NO | | | | | | |
| BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY BE REJECTED. THANK YOU. | | | | | | |
| | | | | | | |
2 | PLEASE NOTE THAT THIS IS AN AMENDMENT TO | None | None | | Non Voting | | |
| MEETING ID 516703 DUE TO RECEIVED RESOLUTION 1 | | | | | | |
| IS SINGLE VOTING ITEM. ALL VOTES RECEIVED ON | | | | | | |
| THE PREVIOUS MEETING WILL BE DISREGARDED AND | | | | | | |
| YOU WILL NEED TO REINSTRUCT ON THIS MEETING | | | | | | |
| NOTICE. THANK YOU. | | | | | | |
| | | | | | | |
3 | APPROVAL OF THE ANNUAL REPORT 2020 | For | None | 2290 | 0 | 0 | 0 |
| | | | | | | |
4 | DISCHARGE OF THE BOARD OF DIRECTORS | For | None | 2290 | 0 | 0 | 0 |
| AND THE GROUP MANAGEMENT BOARD | | | | | | |
| | | | | | | |
5 | RESOLUTION FOR THE APPROPRIATION OF | For | None | 2290 | 0 | 0 | 0 |
| THE AVAILABLE EARNINGS | | | | | | |
| | | | | | | |
6 | APPROVAL OF COMPENSATION: APPROVAL | For | None | 2290 | 0 | 0 | 0 |
| OF FIXED COMPENSATION FOR FUNCTIONS | | | | | | |
| OF THE BOARD OF DIRECTORS | | | | | | |
| | | | | | | |
7 | APPROVAL OF COMPENSATION: APPROVAL | For | None | 2290 | 0 | 0 | 0 |
| OF FIXED COMPENSATION FOR EXECUTIVE | | | | | | |
| FUNCTIONS OF THE MEMBERS OF THE | | | | | | |
| BOARD OF DIRECTORS | | | | | | |
| | | | | | | |
8 | APPROVAL OF COMPENSATION: APPROVAL | For | None | 2290 | 0 | 0 | 0 |
| OF FIXED COMPENSATION OF THE | | | | | | |
| MEMBERS OF THE EXECUTIVE GROUP | | | | | | |
| MANAGEMENT BOARD AND OF THE | | | | | | |
| EXTENDED GROUP MANAGEMENT BOARD | | | | | | |
| FOR THE BUSINESS YEAR 2021 | | | | | | |
| | | | | | | |
9 | APPROVAL OF COMPENSATION: APPROVAL | For | None | 2290 | 0 | 0 | 0 |
| OF VARIABLE COMPENSATION OF THE | | | | | | |
| EXECUTIVE MEMBERS OF THE BOARD OF | | | | | | |
| DIRECTORS FOR THE BUSINESS YEAR 2020 | | | | | | |
| | | | | | | |
10 | APPROVAL OF COMPENSATION: APPROVAL | For | None | 2290 | 0 | 0 | 0 |
| OF VARIABLE COMPENSATION OF THE | | | | | | |
| MEMBERS OF THE EXECUTIVE GROUP | | | | | | |
| MANAGEMENT BOARD AND OF THE | | | | | | |
| EXTENDED GROUP MANAGEMENT BOARD | | | | | | |
| FOR THE BUSINESS YEAR 2020 | | | | | | |
| | | | | | | |
11 | RE-ELECTION OF THE MEMBER OF THE | For | None | 2290 | 0 | 0 | 0 |
| BOARD OF DIRECTORS: MRS. NAYLA HAYEK | | | | | | |
| | | | | | | |
12 | RE-ELECTION OF THE MEMBER OF THE | For | None | 2290 | 0 | 0 | 0 |
| BOARD OF DIRECTORS: MR. ERNST TANNER | | | | | | |
| | | | | | | |
13 | RE-ELECTION OF THE MEMBER OF THE | For | None | 2290 | 0 | 0 | 0 |
| BOARD OF DIRECTORS: MRS. DANIELA | | | | | | |
| AESCHLIMANN | | | | | | |
| | | | | | | |
14 | RE-ELECTION OF THE MEMBER OF THE | For | None | 2290 | 0 | 0 | 0 |
| BOARD OF DIRECTORS: MR. GEORGES N. | | | | | | |
| HAYEK | | | | | | |
| | | | | | | |
15 | RE-ELECTION OF THE MEMBER OF THE | For | None | 2290 | 0 | 0 | 0 |
| BOARD OF DIRECTORS: MR. CLAUDE | | | | | | |
| NICOLLIER | | | | | | |
| | | | | | | |
16 | RE-ELECTION OF THE MEMBER OF THE | For | None | 2290 | 0 | 0 | 0 |
| BOARD OF DIRECTORS: MR. JEAN-PIERRE | | | | | | |
| ROTH | | | | | | |
| | | | | | | |
17 | RE-ELECTION OF THE MEMBER OF THE | For | None | 2290 | 0 | 0 | 0 |
| BOARD OF DIRECTORS: MRS. NAYLA HAYEK | | | | | | |
| AS CHAIR OF THE BOARD OF DIRECTORS | | | | | | |
| | | | | | | |
18 | RE-ELECTION TO THE COMPENSATION | For | None | 2290 | 0 | 0 | 0 |
| COMMITTEE: MRS. NAYLA HAYEK | | | | | | |
| | | | | | | |
19 | RE-ELECTION TO THE COMPENSATION | For | None | 2290 | 0 | 0 | 0 |
| COMMITTEE: MR. ERNST TANNER | | | | | | |
| | | | | | | |
20 | RE-ELECTION TO THE COMPENSATION | For | None | 2290 | 0 | 0 | 0 |
| COMMITTEE: MRS. DANIELA AESCHLIMANN | | | | | | |
| | | | | | | |
21 | RE-ELECTION TO THE COMPENSATION | For | None | 2290 | 0 | 0 | 0 |
| COMMITTEE: MR. GEORGES N. HAYEK | | | | | | |
| | | | | | | |
22 | RE-ELECTION TO THE COMPENSATION | For | None | 2290 | 0 | 0 | 0 |
| COMMITTEE: MR. CLAUDE NICOLLIER | | | | | | |
| | | | | | | |
23 | RE-ELECTION TO THE COMPENSATION | For | None | 2290 | 0 | 0 | 0 |
| COMMITTEE: MR. JEAN-PIERRE ROTH | | | | | | |
| | | | | | | |
24 | ELECTION OF THE INDEPENDENT | For | None | 2290 | 0 | 0 | 0 |
| REPRESENTATIVE: MR BERNHARD | | | | | | |
| LEHMANN, P.O.BOX, CH-8032 ZURICH | | | | | | |
| | | | | | | |
25 | ELECTION OF THE STATUTORY AUDITORS: | For | None | 2290 | 0 | 0 | 0 |
| PRICEWATERHOUSECOOPERS LTD | | | | | | |
| | | | | | | |
26 | CHANGE OF ARTICLES OF ASSOCIATION: | For | None | 2290 | 0 | 0 | 0 |
| ARTICLE 12, ARTICEL 13 | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | MARKET RULES REQUIRE DISCLOSURE OF | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
2 | IMPORTANT MARKET PROCESSING REQUIREMENT: | None | None | | Non Voting | | |
| POWER OF ATTORNEY (POA) REQUIREMENTS VARY | | | | | | |
| BY CUSTODIAN. GLOBAL CUSTODIANS MAY HAVE A | | | | | | |
| POA IN PLACE WHICH WOULD ELIMINATE THE NEED | | | | | | |
| FOR THE INDIVIDUAL BENEFICIAL OWNER POA. IN | | | | | | |
| THE ABSENCE OF THIS ARRANGEMENT, AN | | | | | | |
| INDIVIDUAL BENEFICIAL OWNER POA MAY BE | | | | | | |
| REQUIRED. IF YOU HAVE ANY QUESTIONS PLEASE | | | | | | |
| CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. | | | | | | |
| THANK YOU | | | | | | |
| | | | | | | |
3 | SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT | None | None | | Non Voting | | |
| NEED TO BE RE-REGISTERED IN THE BENEFICIAL | | | | | | |
| OWNERS NAME TO BE ALLOWED TO VOTE AT | | | | | | |
| MEETINGS. SHARES WILL BE TEMPORARILY | | | | | | |
| TRANSFERRED TO A SEPARATE ACCOUNT IN THE | | | | | | |
| BENEFICIAL OWNER’S NAME ON THE PROXY | | | | | | |
| DEADLINE AND TRANSFERRED BACK TO THE | | | | | | |
| OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE | | | | | | |
| MEETING | | | | | | |
| | | | | | | |
4 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
5 | PLEASE NOTE THAT THIS IS AN AMENDMENT TO | None | None | | Non Voting | | |
| MEETING ID 572777 DUE TO RECEIVED CHANGE IN | | | | | | |
| CODE FOR RESOLUTION 1. 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 | | | | | | |
6 | OPENING OF THE MEETING BY ANDREAS MELLBYE, | None | None | | Non Voting | | |
| REGISTRATION OF ATTENDING SHAREHOLDERS AND | | | | | | |
| SHARES REPRESENTED BY PROXY | | | | | | |
| | | | | | | |
7 | ELECTION OF A PERSON TO CHAIR THE | For | None | 702500 | 0 | 0 | 0 |
| MEETING AND OF A PERSON TO SIGN THE | | | | | | |
| MINUTES TOGETHER WITH THE CHAIRMAN | | | | | | |
| OF THE MEETING | | | | | | |
| | | | | | | |
8 | APPROVAL OF THE NOTICE AND AGENDA | For | None | 702500 | 0 | 0 | 0 |
| | | | | | | |
9 | APPROVAL OF THE ANNUAL ACCOUNTS AND | For | None | 702500 | 0 | 0 | 0 |
| THE ANNUAL REPORT FOR DNO ASA AND | | | | | | |
| THE GROUP FOR THE FINANCIAL YEAR 2020 | | | | | | |
| | | | | | | |
10 | ELECTION OF MEMBERS TO THE BOARD, | For | None | 702500 | 0 | 0 | 0 |
| INCLUDING EXECUTIVE CHAIRMAN AND | | | | | | |
| DEPUTY CHAIRMAN: BIJAN MOSSAVAR | | | | | | |
| RAHMANI (EXECUTIVE CHAIRMAN) | | | | | | |
| | | | | | | |
11 | ELECTION OF MEMBERS TO THE BOARD, | For | None | 702500 | 0 | 0 | 0 |
| INCLUDING EXECUTIVE CHAIRMAN AND | | | | | | |
| DEPUTY CHAIRMAN: LARS ARNE TAKLA | | | | | | |
| (DEPUTY CHAIRMAN) | | | | | | |
| | | | | | | |
12 | ELECTION OF MEMBERS TO THE BOARD, | For | None | 702500 | 0 | 0 | 0 |
| INCLUDING EXECUTIVE CHAIRMAN AND | | | | | | |
| DEPUTY CHAIRMAN: GUNNAR HIRSTI | | | | | | |
| (MEMBER) | | | | | | |
| | | | | | | |
13 | ELECTION OF MEMBERS TO THE BOARD, | For | None | 702500 | 0 | 0 | 0 |
| INCLUDING EXECUTIVE CHAIRMAN AND | | | | | | |
| DEPUTY CHAIRMAN: SHELLEY MARGARET | | | | | | |
| WATSON (MEMBER) | | | | | | |
| | | | | | | |
14 | ELECTION OF MEMBERS TO THE BOARD, | For | None | 702500 | 0 | 0 | 0 |
| INCLUDING EXECUTIVE CHAIRMAN AND | | | | | | |
| DEPUTY CHAIRMAN: ELIN KARFJELL | | | | | | |
| (MEMBER) | | | | | | |
| | | | | | | |
15 | DETERMINATION OF THE REMUNERATION | For | None | 702500 | 0 | 0 | 0 |
| TO THE MEMBERS OF THE BOARD, THE | | | | | | |
| AUDIT COMMITTEE, THE HSSE COMMITTEE | | | | | | |
| AND THE REMUNERATION COMMITTEE | | | | | | |
| | | | | | | |
16 | DETERMINATION OF THE REMUNERATION | For | None | 702500 | 0 | 0 | 0 |
| TO THE MEMBERS OF THE NOMINATION | | | | | | |
| COMMITTEE | | | | | | |
| | | | | | | |
17 | APPROVAL OF THE AUDITORS FEE | For | None | 702500 | 0 | 0 | 0 |
| | | | | | | |
18 | AUTHORISATION TO THE BOARD TO DECIDE | For | None | 702500 | 0 | 0 | 0 |
| TO DISTRIBUTE DIVIDENDS TO | | | | | | |
| SHAREHOLDERS IN 2021 AND 2022 | | | | | | |
| | | | | | | |
19 | AUTHORISATION TO THE BOARD TO | For | None | 702500 | 0 | 0 | 0 |
| INCREASE THE SHARE CAPITAL | | | | | | |
| | | | | | | |
20 | AUTHORISATION TO THE BOARD TO | For | None | 702500 | 0 | 0 | 0 |
| ACQUIRE TREASURY SHARES | | | | | | |
| | | | | | | |
21 | AUTHORISATION TO THE BOARD TO ISSUE | For | None | 702500 | 0 | 0 | 0 |
| CONVERTIBLE BONDS | | | | | | |
| | | | | | | |
22 | PLEASE NOTE THAT IF YOU HOLD CREST | None | None | | Non Voting | | |
| DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE AT | | | | | | |
| THIS MEETING, YOU (OR YOUR CREST SPONSORED | | | | | | |
| MEMBER/CUSTODIAN) WILL BE REQUIRED TO | | | | | | |
| INSTRUCT A TRANSFER OF THE RELEVANT CDIS TO | | | | | | |
| THE ESCROW ACCOUNT SPECIFIED IN THE | | | | | | |
| ASSOCIATED CORPORATE EVENT IN THE CREST | | | | | | |
| SYSTEM. THIS TRANSFER WILL NEED TO BE | | | | | | |
| COMPLETED BY THE SPECIFIED CREST SYSTEM | | | | | | |
| DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE | | | | | | |
| CDIS WILL BE BLOCKED IN THE CREST SYSTEM. THE | | | | | | |
| CDIS WILL BE RELEASED FROM ESCROW AS SOON | | | | | | |
| AS PRACTICABLE ON THE BUSINESS DAY PRIOR TO | | | | | | |
| MEETING DATE UNLESS OTHERWISE SPECIFIED. IN | | | | | | |
| ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED | | | | | | |
| POSITION MUST BE BLOCKED IN THE REQUIRED | | | | | | |
| ESCROW ACCOUNT IN THE CREST SYSTEM. BY | | | | | | |
| VOTING ON THIS MEETING, YOUR CREST | | | | | | |
| SPONSORED MEMBER/CUSTODIAN MAY USE YOUR | | | | | | |
| VOTE INSTRUCTION AS THE AUTHORIZATION TO | | | | | | |
| | | | | | | |
| TAKE THE NECESSARY ACTION WHICH WILL INCLUDE | | | | | | |
| TRANSFERRING YOUR INSTRUCTED POSITION TO | | | | | | |
| ESCROW. PLEASE CONTACT YOUR CREST | | | | | | |
| SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR | | | | | | |
| FURTHER INFORMATION ON THE CUSTODY PROCESS | | | | | | |
| AND WHETHER OR NOT THEY REQUIRE SEPARATE | | | | | | |
| INSTRUCTIONS FROM YOU | | | | | | |
| | | | | | | |
23 | 10 MAY 2021: PLEASE NOTE THAT THIS IS A REVISION | None | None | | Non Voting | | |
| DUE TO DUE CHANGE IN NUMBERING FOR | | | | | | |
| RESOLUTION 5a TO 5e. IF YOU HAVE ALREADY SENT | | | | | | |
| IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN | | | | | | |
| UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL | | | | | | |
| INSTRUCTIONS. THANK YOU | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT | None | None | | Non Voting | | |
| 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. | | | | | | |
| | | | | | | |
2 | FOLLOWING CHANGES IN THE FORMAT OF PROXY | None | None | | Non Voting | | |
| 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. | | | | | | |
| | | | | | | |
3 | 26 APR 2021: PLEASE NOTE THAT IF YOU HOLD | None | None | | Non Voting | | |
| CREST DEPOSITORY INTERESTS (CDIs) AND | | | | | | |
| PARTICIPATE AT THIS MEETING, YOU (OR YOUR | | | | | | |
| CREST SPONSORED MEMBER/CUSTODIAN) WILL BE | | | | | | |
| REQUIRED TO INSTRUCT A TRANSFER OF THE | | | | | | |
| RELEVANT CDIs TO THE ESCROW ACCOUNT | | | | | | |
| SPECIFIED IN THE ASSOCIATED CORPORATE EVENT | | | | | | |
| IN THE CREST SYSTEM. THIS TRANSFER WILL NEED | | | | | | |
| TO BE COMPLETED BY THE SPECIFIED CREST | | | | | | |
| SYSTEM DEADLINE. ONCE THIS TRANSFER HAS | | | | | | |
| SETTLED, THE CDIs WILL BE BLOCKED IN THE CREST | | | | | | |
| SYSTEM. THE CDIs WILL BE RELEASED FROM | | | | | | |
| ESCROW AS SOON AS PRACTICABLE ON THE | | | | | | |
| BUSINESS DAY PRIOR TO MEETING DATE UNLESS | | | | | | |
| OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO | | | | | | |
| BE ACCEPTED, THE VOTED POSITION MUST BE | | | | | | |
| BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN | | | | | | |
| THE CREST SYSTEM. BY VOTING ON THIS MEETING, | | | | | | |
| | | | | | | |
| YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY | | | | | | |
| USE YOUR VOTE INSTRUCTION AS THE | | | | | | |
| AUTHORIZATION TO TAKE THE NECESSARY ACTION | | | | | | |
| WHICH WILL INCLUDE TRANSFERRING YOUR | | | | | | |
| INSTRUCTED POSITION TO ESCROW. PLEASE | | | | | | |
| CONTACT YOUR CREST SPONSORED | | | | | | |
| MEMBER/CUSTODIAN DIRECTLY FOR FURTHER | | | | | | |
| INFORMATION ON THE CUSTODY PROCESS AND | | | | | | |
| WHETHER OR NOT THEY REQUIRE SEPARATE | | | | | | |
| INSTRUCTIONS FROM YOU AND PLEASE NOTE THAT | | | | | | |
| SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT | | | | | | |
| THIS MEETING. IF NO SHAREHOLDER DETAILS ARE | | | | | | |
| PROVIDED, YOUR INSTRUCTION MAY CARRY A | | | | | | |
| HEIGHTENED RISK OF BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
4 | PLEASE NOTE THAT DUE TO THE CURRENT COVID19 | None | None | | Non Voting | | |
| CRISIS AND IN ACCORDANCE WITH THE PROVISIONS | | | | | | |
| ADOPTED BY THE FRENCH GOVERNMENT UNDER | | | | | | |
| LAW NO. 2020-1379 OF NOVEMBER 14, 2020, | | | | | | |
| EXTENDED AND MODIFIED BY LAW NO 2020-1614 OF | | | | | | |
| DECEMBER 18, 2020 THE GENERAL MEETING WILL | | | | | | |
| TAKE PLACE BEHIND CLOSED DOORS WITHOUT THE | | | | | | |
| PHYSICAL PRESENCE OF THE SHAREHOLDERS. TO | | | | | | |
| COMPLY WITH THESE LAWS, PLEASE DO NOT SUBMIT | | | | | | |
| ANY REQUESTS TO ATTEND THE MEETING IN | | | | | | |
| PERSON. SHOULD THIS SITUATION CHANGE, THE | | | | | | |
| COMPANY ENCOURAGES ALL SHAREHOLDERS TO | | | | | | |
| REGULARLY CONSULT THE COMPANY WEBSITE | | | | | | |
| | | | | | | |
5 | “INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT | None | None | | Non Voting | | |
| IF YOU ARE CLASSIFIED AS AN INTERMEDIARY | | | | | | |
| CLIENT UNDER THE SHAREHOLDER RIGHTS | | | | | | |
| DIRECTIVE II, YOU SHOULD BE PROVIDING THE | | | | | | |
| UNDERLYING SHAREHOLDER INFORMATION AT THE | | | | | | |
| VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON | | | | | | |
| HOW TO PROVIDE THIS LEVEL OF DATA TO | | | | | | |
| BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE | | | | | | |
| SPEAK TO YOUR DEDICATED CLIENT SERVICE | | | | | | |
| REPRESENTATIVE FOR ASSISTANCE” | | | | | | |
| | | | | | | |
6 | 10 MAY 2021: PLEASE NOTE THAT IMPORTANT | None | None | | Non Voting | | |
| ADDITIONAL MEETING INFORMATION IS AVAILABLE BY | | | | | | |
| CLICKING ON THE MATERIAL URL LINK: | | | | | | |
| https://www.journal- | | | | | | |
| officiel.gouv.fr/balo/document/202104232101106-49 AND | | | | | | |
| https://www.journal- | | | | | | |
| officiel.gouv.fr/balo/document/202105102101448-56 AND | | | | | | |
| 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 | | | | | | |
| | | | | | | |
7 | APPROVAL OF THE PARENT COMPANY | For | None | 13142 | 0 | 0 | 0 |
| FINANCIAL STATEMENTS FOR THE FISCAL | | | | | | |
| YEAR ENDING DECEMBER 31, 2020 - | | | | | | |
| APPROVAL OF NON-TAX-DEDUCTIBLE | | | | | | |
| EXPENSES AND COSTS | | | | | | |
| | | | | | | |
8 | APPROVAL OF THE CONSOLIDATED | For | None | 13142 | 0 | 0 | 0 |
| FINANCIAL STATEMENTS FOR THE FISCAL | | | | | | |
| YEAR ENDING DECEMBER 31, 2020 | | | | | | |
| | | | | | | |
9 | APPROPRIATION OF INCOME FOR THE | For | None | 13142 | 0 | 0 | 0 |
| FISCAL YEAR AND SETTING OF THE | | | | | | |
| DIVIDEND | | | | | | |
| | | | | | | |
10 | STATUTORY AUDITORS’ SPECIAL REPORT | For | None | 13142 | 0 | 0 | 0 |
| ON RELATED PARTIES AGREEMENTS - | | | | | | |
| AGREEMENTS REFERRED TO IN ARTICLE | | | | | | |
| L.225-38 OF THE FRENCH CODE OF | | | | | | |
| COMMERCE | | | | | | |
| | | | | | | |
11 | RATIFICATION OF THE COOPTATION OF | For | None | 13142 | 0 | 0 | 0 |
| JEAN-BERNARD LEVY AS BOARD MEMBER | | | | | | |
| | | | | | | |
12 | RENEWAL OF PATRICK KOLLER AS A BOARD | For | None | 13142 | 0 | 0 | 0 |
| MEMBER | | | | | | |
| | | | | | | |
13 | RENEWAL OF PENELOPE HERSCHER AS A | For | None | 13142 | 0 | 0 | 0 |
| BOARD MEMBER | | | | | | |
| | | | | | | |
14 | RENEWAL OF VALERIE LANDON AS A BOARD | For | None | 13142 | 0 | 0 | 0 |
| MEMBER | | | | | | |
| | | | | | | |
15 | APPOINTMENT OF THE COMPANY PEUGEOT | For | None | 13142 | 0 | 0 | 0 |
| 1810 AS A BOARD MEMBER | | | | | | |
| | | | | | | |
16 | APPROVAL OF THE INFORMATION | For | None | 13142 | 0 | 0 | 0 |
| REFERRED TO IN I OF ARTICLE L.22-10-9 OF | | | | | | |
| THE FRENCH CODE OF COMMERCE - | | | | | | |
| REPORT ON COMPENSATIONS | | | | | | |
| | | | | | | |
17 | APPROVAL OF THE ELEMENTS COMPRISING | For | None | 13142 | 0 | 0 | 0 |
| THE TOTAL COMPENSATION AND ALL | | | | | | |
| BENEFITS PAID DURING THE FISCAL YEAR | | | | | | |
| ENDED DECEMBER 31, 2020 OR GRANTED IN | | | | | | |
| RESPECT OF THE SAME FISCAL YEAR TO | | | | | | |
| MICHEL DE ROSEN, CHAIRMAN OF THE | | | | | | |
| BOARD OF DIRECTORS | | | | | | |
| | | | | | | |
18 | APPROVAL OF THE ELEMENTS COMPRISING | For | None | 13142 | 0 | 0 | 0 |
| THE TOTAL COMPENSATION AND ALL | | | | | | |
| BENEFITS PAID DURING THE FISCAL YEAR | | | | | | |
| ENDED DECEMBER 31, 2020 OR GRANTED IN | | | | | | |
| RESPECT OF THE SAME FISCAL YEAR TO | | | | | | |
| PATRICK KOLLER, CHIEF EXECUTIVE | | | | | | |
| OFFICER | | | | | | |
| | | | | | | |
19 | APPROVAL OF THE COMPENSATION POLICY | For | None | 13142 | 0 | 0 | 0 |
| FOR BOARD MEMBERS FOR THE 2021 FISCAL | | | | | | |
| YEAR | | | | | | |
| | | | | | | |
20 | APPROVAL OF THE COMPENSATION POLICY | For | None | 13142 | 0 | 0 | 0 |
| FOR THE CHAIRMAN OF THE BOARD OF | | | | | | |
| DIRECTORS FOR THE 2021 FISCAL YEAR | | | | | | |
| | | | | | | |
21 | APPROVAL OF THE COMPENSATION POLICY | For | None | 13142 | 0 | 0 | 0 |
| FOR THE CHIEF EXECUTIVE OFFICER FOR | | | | | | |
| THE 2021 FISCAL YEAR | | | | | | |
| | | | | | | |
22 | AUTHORIZATION TO BE GRANTED TO THE | For | None | 13142 | 0 | 0 | 0 |
| BOARD OF DIRECTORS TO ALLOW THE | | | | | | |
| COMPANY TO BUY BACK ITS OWN SHARES | | | | | | |
| | | | | | | |
23 | DELEGATION OF AUTHORITY TO BE | For | None | 13142 | 0 | 0 | 0 |
| GRANTED TO THE BOARD TO ISSUE SHARES | | | | | | |
| AND/OR SECURITIES GIVING ACCESS TO | | | | | | |
| SHARES IN THE COMPANY AND/OR A | | | | | | |
| SUBSIDIARY, WITH PREFERENTIAL | | | | | | |
| SUBSCRIPTION RIGHTS, OR TO INCREASE | | | | | | |
| THE COMPANY’S CAPITAL STOCK THROUGH | | | | | | |
| THE CAPITALIZATION OF PROFITS, | | | | | | |
| RESERVES AND/OR PREMIUMS | | | | | | |
| (SUSPENSION DURING TENDER OFFER | | | | | | |
| PERIODS) | | | | | | |
| | | | | | | |
24 | DELEGATION OF AUTHORITY TO BE | For | None | 13142 | 0 | 0 | 0 |
| GRANTED TO THE BOARD TO ISSUE SHARES | | | | | | |
| AND/OR SECURITIES GIVING ACCESS TO | | | | | | |
| SHARES IN THE COMPANY AND/OR A | | | | | | |
| SUBSIDIARY, WITH REMOVAL OF | | | | | | |
| PREFERENTIAL SUBSCRIPTION RIGHTS | | | | | | |
| THROUGH A PUBLIC OFFERING AND/OR AS | | | | | | |
| COMPENSATION FOR SHARES AS PART OF A | | | | | | |
| PUBLIC EXCHANGE OFFER (SUSPENSION | | | | | | |
| DURING TENDER OFFER PERIODS) | | | | | | |
| | | | | | | |
25 | DELEGATION OF AUTHORITY TO BE | For | None | 13142 | 0 | 0 | 0 |
| GRANTED TO THE BOARD TO ISSUE SHARES | | | | | | |
| AND/OR SECURITIES GIVING ACCESS TO | | | | | | |
| SHARES IN THE COMPANY AND/OR A | | | | | | |
| SUBSIDIARY, WITH REMOVAL OF | | | | | | |
| PREFERENTIAL SUBSCRIPTION RIGHTS | | | | | | |
| THROUGH AN OFFER EXCLUSIVELY | | | | | | |
| TARGETING A RESTRICTED CIRCLE OF | | | | | | |
| INVESTORS OR QUALIFIED INVESTORS | | | | | | |
| (SUSPENSION DURING TENDER OFFER | | | | | | |
| PERIODS) | | | | | | |
| | | | | | | |
26 | AUTHORIZATION TO INCREASE THE AMOUNT | For | None | 13142 | 0 | 0 | 0 |
| OF ISSUES PROVIDED FOR IN THE | | | | | | |
| SEVENTEENTH, EIGHTEENTH AND | | | | | | |
| NINETEENTH RESOLUTIONS (SUSPENSION | | | | | | |
| DURING TENDER OFFER PERIODS) | | | | | | |
| | | | | | | |
27 | DELEGATION TO BE GRANTED TO THE | For | None | 13142 | 0 | 0 | 0 |
| BOARD TO ISSUE SHARES AND/OR | | | | | | |
| SECURITIES GIVING ACCESS TO SHARES IN | | | | | | |
| THE COMPANY, WITHOUT PREFERENTIAL | | | | | | |
| SUBSCRIPTION RIGHTS, FOR THE PURPOSE | | | | | | |
| OF COMPENSATING CONTRIBUTIONS IN | | | | | | |
| KIND TO THE COMPANY (SUSPENSION | | | | | | |
| DURING TENDER OFFER PERIODS) | | | | | | |
| | | | | | | |
28 | AUTHORIZATION TO BE GRANTED TO THE | For | None | 13142 | 0 | 0 | 0 |
| BOARD TO GRANT, FOR FREE, EXISTING | | | | | | |
| SHARES AND/OR SHARES TO BE ISSUED TO | | | | | | |
| EMPLOYEES AND/OR CERTAIN CORPORATE | | | | | | |
| OFFICERS OF THE COMPANY OR OF | | | | | | |
| AFFILIATED COMPANIES OR ECONOMIC | | | | | | |
| GROUPS, WITH WAIVER BY THE | | | | | | |
| SHAREHOLDERS OF THEIR PREFERENTIAL | | | | | | |
| SUBSCRIPTION RIGHTS | | | | | | |
| | | | | | | |
29 | DELEGATION OF AUTHORITY TO BE | For | None | 13142 | 0 | 0 | 0 |
| GRANTED TO THE BOARD FOR THE | | | | | | |
| PURPOSE OF INCREASING THE CAPITAL | | | | | | |
| STOCK THROUGH THE ISSUE OF SHARES | | | | | | |
| AND/OR SECURITIES GIVING ACCESS TO | | | | | | |
| SHARES, WITH REMOVAL OF PREFERENTIAL | | | | | | |
| SUBSCRIPTION RIGHTS FOR THE BENEFIT | | | | | | |
| OF MEMBERS OF A COMPANY SAVINGS | | | | | | |
| PLAN | | | | | | |
| | | | | | | |
30 | DELEGATION OF AUTHORITY TO BE | For | None | 13142 | 0 | 0 | 0 |
| GRANTED TO THE BOARD IN VIEW OF | | | | | | |
| CARRYING OUT SHARE CAPITAL INCREASES, | | | | | | |
| WITH REMOVAL OF PREFERENTIAL | | | | | | |
| SUBSCRIPTION RIGHTS, IN FAVOR OF A | | | | | | |
| CATEGORY OF BENEFICIARIES | | | | | | |
31 | AUTHORIZATION TO BE GRANTED TO THE | For | None | 13142 | 0 | 0 | 0 |
| BOARD OF DIRECTORS FOR THE PURPOSE | | | | | | |
| OF REDUCING THE CAPITAL STOCK | | | | | | |
| THROUGH THE CANCELLATION OF SHARES | | | | | | |
| | | | | | | |
32 | AMENDMENT TO ARTICLE 30 OF THE | For | None | 13142 | 0 | 0 | 0 |
| BYLAWS ON THRESHOLD CROSSING IN | | | | | | |
| ORDER TO SIMPLIFY THE NOTIFICATION | | | | | | |
| PROCEDURE | | | | | | |
| | | | | | | |
33 | BRINGING THE BYLAWS INTO COMPLIANCE - | For | None | 13142 | 0 | 0 | 0 |
| AMENDMENT OF ARTICLE 16 OF THE | | | | | | |
| BYLAWS RELATING TO THE COMPENSATION | | | | | | |
| OF BOARD MEMBERS AND ARTICLE 23 OF | | | | | | |
| THE BYLAWS RELATING TO RELATED- | | | | | | |
| PARTIES AGREEMENTS | | | | | | |
| | | | | | | |
34 | POWERS FOR FORMALITIES | For | None | 13142 | 0 | 0 | 0 |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | Please reference meeting materials. | None | None | | Non Voting | | |
| | | | | | | |
2 | Approve Appropriation of Surplus | For | None | 15600 | 0 | 0 | 0 |
| | | | | | | |
3 | Appoint a Director who is not Audit and | For | None | 15600 | 0 | 0 | 0 |
| Supervisory Committee Member Yoshida, Hitoshi | | | | | | |
| | | | | | | |
4 | Appoint a Director who is not Audit and | For | None | 15600 | 0 | 0 | 0 |
| Supervisory Committee Member Kimura, Ryuichi | | | | | | |
| | | | | | | |
5 | Appoint a Director who is not Audit and | For | None | 15600 | 0 | 0 | 0 |
| Supervisory Committee Member Kawamura, | | | | | | |
| Koichi | | | | | | |
| | | | | | | |
6 | Appoint a Director who is not Audit and | For | None | 15600 | 0 | 0 | 0 |
| Supervisory Committee Member Endo, Akihiro | | | | | | |
| | | | | | | |
7 | Appoint a Director who is not Audit and | For | None | 15600 | 0 | 0 | 0 |
| Supervisory Committee Member Hokida, Takahiro | | | | | | |
| | | | | | | |
8 | Appoint a Director who is not Audit and | For | None | 15600 | 0 | 0 | 0 |
| Supervisory Committee Member Tsukada, | | | | | | |
| Shuichi | | | | | | |
| | | | | | | |
9 | Appoint a Director who is not Audit and | For | None | 15600 | 0 | 0 | 0 |
| Supervisory Committee Member Wolfgang Bonatz | | | | | | |
| | | | | | | |
10 | Appoint a Director who is not Audit and | For | None | 15600 | 0 | 0 | 0 |
| Supervisory Committee Member Saito, Shozo | | | | | | |
| | | | | | | |
11 | Appoint a Director who is not Audit and | For | None | 15600 | 0 | 0 | 0 |
| Supervisory Committee Member Takamasu, | | | | | | |
| Kiyoshi | | | | | | |
| | | | | | | |
12 | Appoint a Director who is Audit and Supervisory | For | None | 15600 | 0 | 0 | 0 |
| Committee Member Akimoto, Shinji | | | | | | |
| | | | | | | |
13 | Appoint a Director who is Audit and Supervisory | For | None | 15600 | 0 | 0 | 0 |
| Committee Member Hayashi, Yoshiro | | | | | | |
| | | | | | | |
14 | Appoint a Director who is Audit and Supervisory | For | None | 15600 | 0 | 0 | 0 |
| Committee Member Sagara, Yuriko | | | | | | |
| | | | | | | |
15 | Appoint a Director who is Audit and Supervisory | For | None | 15600 | 0 | 0 | 0 |
| Committee Member Sunaga, Masaki | | | | | | |
| | | | | | | |
16 | Approve Details of the Compensation to be | For | None | 15600 | 0 | 0 | 0 |
| received by Directors (Excluding Directors who | | | | | | |
| are Audit and Supervisory Committee Members) | | | | | | |
| | | | | | | |
17 | Approve Details of the Restricted-Share | For | None | 15600 | 0 | 0 | 0 |
| Compensation to be received by Directors | | | | | | |
| (Excluding Directors who are Audit and | | | | | | |
| Supervisory Committee Members and Outside | | | | | | |
| Directors), and Approve Details of Compensation | | | | | | |
| as Stock Options for Directors (Excluding | | | | | | |
| Directors who are Audit and Supervisory | | | | | | |
| Committee Members and Outside Directors) | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | Please reference meeting materials. | None | None | | Non Voting | | |
| | | | | | | |
2 | Approve Appropriation of Surplus | For | None | 18700 | 0 | 0 | 0 |
| | | | | | | |
3 | Amend Articles to: Increase the Board of Directors | For | None | 18700 | 0 | 0 | 0 |
| Size, Adopt Reduction of Liability System for | | | | | | |
| Directors, Transition to a Company with | | | | | | |
| Supervisory Committee, Allow the Board of | | | | | | |
| Directors to Authorize Appropriation of Surplus | | | | | | |
| and Purchase Own Shares | | | | | | |
| | | | | | | |
4 | Appoint a Director who is not Audit and | For | None | 18700 | 0 | 0 | 0 |
| Supervisory Committee Member Yasuda, | | | | | | |
| Masanari | | | | | | |
| | | | | | | |
5 | Appoint a Director who is not Audit and | For | None | 18700 | 0 | 0 | 0 |
| Supervisory Committee Member Nakajima, | | | | | | |
| Yoshitaka | | | | | | |
| | | | | | | |
6 | Appoint a Director who is not Audit and | For | None | 18700 | 0 | 0 | 0 |
| Supervisory Committee Member Hasegawa, | | | | | | |
| Kenichi | | | | | | |
| | | | | | | |
7 | Appoint a Director who is not Audit and | For | None | 18700 | 0 | 0 | 0 |
| Supervisory Committee Member Hayashi, Akihiko | | | | | | |
| | | | | | | |
8 | Appoint a Director who is not Audit and | For | None | 18700 | 0 | 0 | 0 |
| Supervisory Committee Member Arai, Yutaka | | | | | | |
| | | | | | | |
9 | Appoint a Director who is not Audit and | For | None | 18700 | 0 | 0 | 0 |
| Supervisory Committee Member Igaki, Atsushi | | | | | | |
| | | | | | | |
10 | Appoint a Director who is not Audit and | For | None | 18700 | 0 | 0 | 0 |
| Supervisory Committee Member Toba, Eiji | | | | | | |
| | | | | | | |
11 | Appoint a Director who is not Audit and | For | None | 18700 | 0 | 0 | 0 |
| Supervisory Committee Member Kobori, Takahiro | | | | | | |
| | | | | | | |
12 | Appoint a Director who is not Audit and | For | None | 18700 | 0 | 0 | 0 |
| Supervisory Committee Member Suzaki, Yasushi | | | | | | |
| | | | | | | |
| | | | | | | |
13 | Appoint a Director who is not Audit and | For | None | 18700 | 0 | 0 | 0 |
| Supervisory Committee Member Mutaguchi, | | | | | | |
| Teruyasu | | | | | | |
| | | | | | | |
14 | Appoint a Director who is not Audit and | For | None | 18700 | 0 | 0 | 0 |
| Supervisory Committee Member Ogita, Takeshi | | | | | | |
| | | | | | | |
15 | Appoint a Director who is Audit and Supervisory | For | None | 18700 | 0 | 0 | 0 |
| Committee Member Sekine, Tatsuo | | | | | | |
| | | | | | | |
16 | Appoint a Director who is Audit and Supervisory | For | None | 18700 | 0 | 0 | 0 |
| Committee Member Motoda, Tatsuya | | | | | | |
| | | | | | | |
17 | Appoint a Director who is Audit and Supervisory | For | None | 18700 | 0 | 0 | 0 |
| Committee Member Hayashi, Hajime | | | | | | |
| | | | | | | |
18 | Appoint a Director who is Audit and Supervisory | For | None | 18700 | 0 | 0 | 0 |
| Committee Member Nakada, Tomoko | | | | | | |
| | | | | | | |
19 | Approve Details of the Compensation to be | For | None | 18700 | 0 | 0 | 0 |
| received by Directors (Excluding Directors who | | | | | | |
| are Audit and Supervisory Committee Members) | | | | | | |
| | | | | | | |
20 | Approve Details of the Compensation to be | For | None | 18700 | 0 | 0 | 0 |
| received by Directors who are Audit and | | | | | | |
| Supervisory Committee Members | | | | | | |
| | | | | | | |
21 | Approve Details of the Restricted-Share | For | None | 18700 | 0 | 0 | 0 |
| Compensation to be received by Directors | | | | | | |
| (Excluding Outside Directors and Directors who | | | | | | |
| are Audit and Supervisory Committee Members) | | | | | | |
| | | | | | | |
22 | Appoint Accounting Auditors | For | None | 18700 | 0 | 0 | 0 |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | VOTING EXCLUSIONS APPLY TO THIS MEETING FOR | None | None | | Non Voting | | |
| PROPOSALS 2, 4, 5 AND VOTES CAST BY ANY | | | | | | |
| INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM | | | | | | |
| THE PASSING OF THE PROPOSAL/S WILL BE | | | | | | |
| DISREGARDED BY THE COMPANY. HENCE, IF YOU | | | | | | |
| HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN | | | | | | |
| FUTURE BENEFIT (AS REFERRED IN THE COMPANY | | | | | | |
| ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT | | | | | | |
| PROPOSAL ITEMS. BY DOING SO, YOU | | | | | | |
| ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT | | | | | | |
| OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF | | | | | | |
| THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR | | | | | | |
| AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, | | | | | | |
| YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED | | | | | | |
| BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY | | | | | | |
| THE PASSING OF THE RELEVANT PROPOSAL/S AND | | | | | | |
| YOU COMPLY WITH THE VOTING EXCLUSION | | | | | | |
| | | | | | | |
2 | ADOPTION OF THE REMUNERATION REPORT | For | None | 2830 | 0 | 0 | 0 |
| FOR THE YEAR ENDED 30 JUNE 2020 (NON- | | | | | | |
| BINDING ADVISORY VOTE) | | | | | | |
| | | | | | | |
3 | RE-ELECTION OF MR JOHN BEVAN AS A | For | None | 2830 | 0 | 0 | 0 |
| DIRECTOR OF THE COMPANY | | | | | | |
| | | | | | | |
4 | RE-ELECTION OF MS PENNY BINGHAM-HALL | For | None | 2830 | 0 | 0 | 0 |
| AS A DIRECTOR OF THE COMPANY | | | | | | |
| | | | | | | |
5 | RE-ELECTION OF REBECCA DEE-BRADBURY | For | None | 2830 | 0 | 0 | 0 |
| AS A DIRECTOR OF THE COMPANY | | | | | | |
| | | | | | | |
6 | RE-ELECTION OF MS JENNIFER LAMBERT AS | For | None | 2830 | 0 | 0 | 0 |
| A DIRECTOR OF THE COMPANY | | | | | | |
| | | | | | | |
7 | ELECTION OF MS KATHLEEN CONLON AS A | For | None | 2830 | 0 | 0 | 0 |
| DIRECTOR OF THE COMPANY | | | | | | |
| | | | | | | |
8 | APPROVAL OF GRANT OF SHARE RIGHTS TO | For | None | 2830 | 0 | 0 | 0 |
| MARK VASSELLA UNDER THE COMPANY’S | | | | | | |
| SHORT TERM INCENTIVE PLAN | | | | | | |
| | | | | | | |
9 | APPROVAL OF GRANT OF ALIGNMENT | For | None | 2830 | 0 | 0 | 0 |
| RIGHTS TO MARK VASSELLA UNDER THE | | | | | | |
| COMPANY’S LONG TERM INCENTIVE PLAN | | | | | | |
| | | | | | | |
10 | IF A PROPORTIONAL TAKEOVER BID IS MADE FOR | None | None | | Non Voting | | |
| THE COMPANY, A SHARE TRANSFER TO THE | | | | | | |
| OFFEROR CANNOT BE REGISTERED UNTIL THE BID IS | | | | | | |
| APPROVED BY MEMBERS NOT ASSOCIATED WITH | | | | | | |
| THE BIDDER. THE RESOLUTION MUST BE | | | | | | |
| CONSIDERED AT A MEETING HELD MORE THAN 14 | | | | | | |
| DAYS BEFORE THE BID CLOSES. EACH MEMBER HAS | | | | | | |
| ONE VOTE FOR EACH FULLY PAID SHARE HELD. THE | | | | | | |
| VOTE IS DECIDED ON A SIMPLE MAJORITY. THE | | | | | | |
| BIDDER AND ITS ASSOCIATES ARE NOT ALLOWED TO | | | | | | |
| VOTE | | | | | | |
| | | | | | | |
11 | RENEWAL OF PROPORTIONAL TAKEOVER | For | None | 2830 | 0 | 0 | 0 |
| PROVISIONS | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT THE COMPANY NOTICE AND | None | None | | Non Voting | | |
| PROXY FORM ARE AVAILABLE BY CLICKING ON THE | | | | | | |
| URL LINKS: | | | | | | |
| https://www1.hkexnews.hk/listedco/listconews/sehk/2020/11 | | | | | | |
| 19/2020111900373.pdf AND | | | | | | |
| https://www1.hkexnews.hk/listedco/listconews/sehk/2020/11 | | | | | | |
| 19/2020111900321.pdf | | | | | | |
| | | | | | | |
2 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: PLACE OF LISTING | | | | | | |
| | | | | | | |
3 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: CLASS OF SHARES TO BE | | | | | | |
| ISSUED | | | | | | |
| | | | | | | |
4 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: NOMINAL VALUE OF | | | | | | |
| SHARES | | | | | | |
| | | | | | | |
5 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: TARGET SUBSCRIBERS | | | | | | |
| | | | | | | |
6 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: SCHEDULE OF THE ISSUE | | | | | | |
| AND LISTING | | | | | | |
| | | | | | | |
7 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: METHOD OF ISSUE | | | | | | |
| | | | | | | |
8 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: ISSUE SIZE | | | | | | |
| | | | | | | |
9 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: PRICING METHODOLOGY | | | | | | |
| | | | | | | |
10 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: IMPLEMENTATION OF | | | | | | |
| STRATEGIC PLACING UPON ISSUE | | | | | | |
| | | | | | | |
11 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: USE OF PROCEEDS | | | | | | |
| | | | | | | |
12 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: METHOD OF | | | | | | |
| UNDERWRITING | | | | | | |
| | | | | | | |
13 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: VALIDITY PERIOD OF | | | | | | |
| RESOLUTIONS IN RELATION TO THE ISSUE | | | | | | |
| AND LISTING | | | | | | |
| | | | | | | |
14 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| AUTHORISATION TO THE BOARD TO FULLY | | | | | | |
| DEAL WITH SPECIFIC MATTERS RELATING | | | | | | |
| TO THE ISSUE OF A SHARES | | | | | | |
| | | | | | | |
15 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| PROJECTS TO BE FINANCED WITH | | | | | | |
| PROCEEDS FROM THE ISSUE OF A SHARES | | | | | | |
| AND FEASIBILITY ANALYSIS REPORT | | | | | | |
| | | | | | | |
16 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| ACCUMULATED PROFIT DISTRIBUTION PLAN | | | | | | |
| PRIOR TO THE ISSUE OF A SHARES | | | | | | |
| | | | | | | |
17 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| FORMULATION OF THE PLAN FOR | | | | | | |
| STABILISATION OF PRICE OF A SHARES | | | | | | |
| WITHIN THREE YEARS AFTER THE ISSUE OF | | | | | | |
| A SHARES | | | | | | |
| | | | | | | |
18 | TO CONSIDER AND APPROVE THE DILUTION | For | None | 6900 | 0 | 0 | 0 |
| OF IMMEDIATE RETURN BY THE ISSUE OF A | | | | | | |
| SHARES AND RECOVERY MEASURES | | | | | | |
| | | | | | | |
19 | TO CONSIDER AND APPROVE THE THREE- | For | None | 6900 | 0 | 0 | 0 |
| YEAR DIVIDEND DISTRIBUTION PLAN FOR | | | | | | |
| SHAREHOLDERS AFTER THE ISSUE OF A | | | | | | |
| SHARES | | | | | | |
| | | | | | | |
20 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| UNDERTAKINGS REGARDING THE | | | | | | |
| INFORMATION DISCLOSURE IN THE | | | | | | |
| PROSPECTUS FOR THE ISSUE OF A SHARES | | | | | | |
| | | | | | | |
21 | 24 NOV 2020: PLEASE NOTE THAT THIS IS A REVISION | None | None | | Non Voting | | |
| DUE TO CHANGE IN RECORD DATE FROM 01 DEC | | | | | | |
| 2020 TO 02 DEC 2020. IF YOU HAVE ALREADY SENT IN | | | | | | |
| YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS | | | | | | |
| YOU DECIDE TO AMEND YOUR ORIGINAL | | | | | | |
| INSTRUCTIONS. THANK YOU. | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT THE COMPANY NOTICE AND | None | None | | Non Voting | | |
| PROXY FORM ARE AVAILABLE BY CLICKING ON THE | | | | | | |
| URL LINKS: | | | | | | |
| https://www1.hkexnews.hk/listedco/listconews/sehk/2020/11 | | | | | | |
| 19/2020111900285.pdf AND | | | | | | |
| https://www1.hkexnews.hk/listedco/listconews/sehk/2020/11 | | | | | | |
| 19/2020111900347.pdf | | | | | | |
| | | | | | | |
2 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: PLACE OF LISTING | | | | | | |
| | | | | | | |
3 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: CLASS OF SHARES TO BE | | | | | | |
| ISSUED | | | | | | |
| | | | | | | |
4 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: NOMINAL VALUE OF | | | | | | |
| SHARES | | | | | | |
| | | | | | | |
5 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: TARGET SUBSCRIBERS | | | | | | |
| | | | | | | |
6 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: SCHEDULE OF THE ISSUE | | | | | | |
| AND LISTING | | | | | | |
| | | | | | | |
7 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: METHOD OF ISSUE | | | | | | |
| | | | | | | |
8 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: ISSUE SIZE | | | | | | |
| | | | | | | |
9 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: PRICING METHODOLOGY | | | | | | |
| | | | | | | |
10 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: IMPLEMENTATION OF | | | | | | |
| STRATEGIC PLACING UPON ISSUE | | | | | | |
| | | | | | | |
11 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: USE OF PROCEEDS | | | | | | |
| | | | | | | |
12 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: METHOD OF | | | | | | |
| UNDERWRITING | | | | | | |
| | | | | | | |
13 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATION FOR THE ISSUE OF A SHARES | | | | | | |
| OF THE COMPANY: VALIDITY PERIOD OF | | | | | | |
| RESOLUTIONS IN RELATION TO THE ISSUE | | | | | | |
| AND LISTING | | | | | | |
| | | | | | | |
14 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| AUTHORISATION TO THE BOARD TO FULLY | | | | | | |
| DEAL WITH SPECIFIC MATTERS RELATING | | | | | | |
| TO THE ISSUE OF A SHARES | | | | | | |
| | | | | | | |
15 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| PROJECTS TO BE FINANCED WITH | | | | | | |
| PROCEEDS FROM THE ISSUE OF A SHARES | | | | | | |
| AND FEASIBILITY ANALYSIS REPORT | | | | | | |
| | | | | | | |
16 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| ACCUMULATED PROFIT DISTRIBUTION PLAN | | | | | | |
| PRIOR TO THE ISSUE OF A SHARES | | | | | | |
| | | | | | | |
17 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| FORMULATION OF THE PLAN FOR | | | | | | |
| STABILISATION OF PRICE OF A SHARES | | | | | | |
| WITHIN THREE YEARS AFTER THE ISSUE OF | | | | | | |
| A SHARES | | | | | | |
| | | | | | | |
18 | TO CONSIDER AND APPROVE THE DILUTION | For | None | 6900 | 0 | 0 | 0 |
| OF IMMEDIATE RETURN BY THE ISSUE OF A | | | | | | |
| SHARES AND RECOVERY MEASURES | | | | | | |
| | | | | | | |
19 | TO CONSIDER AND APPROVE THE THREE- | For | None | 6900 | 0 | 0 | 0 |
| YEAR DIVIDEND DISTRIBUTION PLAN FOR | | | | | | |
| SHAREHOLDERS AFTER THE ISSUE OF A | | | | | | |
| SHARES | | | | | | |
| | | | | | | |
20 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| UNDERTAKINGS REGARDING THE | | | | | | |
| INFORMATION DISCLOSURE IN THE | | | | | | |
| PROSPECTUS FOR THE ISSUE OF A SHARES | | | | | | |
| | | | | | | |
21 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| PROPOSED AMENDMENTS TO THE ARTICLES | | | | | | |
| OF ASSOCIATION FOR THE PURPOSE OF | | | | | | |
| THE ISSUE OF A SHARES | | | | | | |
| | | | | | | |
22 | TO CONSIDER AND APPROVE THE RULES OF | For | None | 6900 | 0 | 0 | 0 |
| PROCEDURES FOR THE GENERAL | | | | | | |
| MEETINGS APPLICABLE AFTER THE ISSUE | | | | | | |
| OF A SHARES | | | | | | |
| | | | | | | |
23 | TO CONSIDER AND APPROVE THE RULES OF | For | None | 6900 | 0 | 0 | 0 |
| PROCEDURES FOR THE BOARD OF | | | | | | |
| DIRECTORS APPLICABLE AFTER THE ISSUE | | | | | | |
| OF A SHARES | | | | | | |
| | | | | | | |
24 | TO CONSIDER AND APPROVE THE RULES OF | For | None | 6900 | 0 | 0 | 0 |
| PROCEDURES FOR THE SUPERVISORY | | | | | | |
| COMMITTEE APPLICABLE AFTER THE ISSUE | | | | | | |
| OF A SHARES | | | | | | |
| | | | | | | |
25 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| FORMULATION OF THE TERMS OF | | | | | | |
| REFERENCE OF THE INDEPENDENT NON- | | | | | | |
| EXECUTIVE DIRECTORS | | | | | | |
| | | | | | | |
26 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| FORMULATION OF THE INTERNAL CONTROL | | | | | | |
| POLICIES RELATING TO THE ISSUE OF A | | | | | | |
| SHARES: MANAGEMENT POLICY FOR | | | | | | |
| EXTERNAL GUARANTEES | | | | | | |
| | | | | | | |
27 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| FORMULATION OF THE INTERNAL CONTROL | | | | | | |
| POLICIES RELATING TO THE ISSUE OF A | | | | | | |
| SHARES : MANAGEMENT POLICY FOR | | | | | | |
| RELATED PARTY TRANSACTIONS | | | | | | |
| | | | | | | |
28 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| FORMULATION OF THE INTERNAL CONTROL | | | | | | |
| POLICIES RELATING TO THE ISSUE OF A | | | | | | |
| SHARES : MANAGEMENT POLICY FOR | | | | | | |
| EXTERNAL INVESTMENTS | | | | | | |
| | | | | | | |
29 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| FORMULATION OF THE INTERNAL CONTROL | | | | | | |
| POLICIES RELATING TO THE ISSUE OF A | | | | | | |
| SHARES: POLICY FOR PREVENTING THE | | | | | | |
| CONTROLLING SHAREHOLDERS, ACTUAL | | | | | | |
| CONTROLLERS AND RELATED PARTIES | | | | | | |
| FROM APPROPRIATING FUNDS | | | | | | |
| | | | | | | |
30 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| FORMULATION OF THE INTERNAL CONTROL | | | | | | |
| POLICIES RELATING TO THE ISSUE OF A | | | | | | |
| SHARES: MANAGEMENT POLICY FOR FUNDS | | | | | | |
| RAISED FROM A SHARES | | | | | | |
| | | | | | | |
31 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| ENGAGEMENT OF DELOITTE TOUCHE | | | | | | |
| TOHMATSU CERTIFIED PUBLIC | | | | | | |
| ACCOUNTANTS LLP AS THE COMPANY’S | | | | | | |
| AUDITOR FOR THE ISSUE AND LISTING OF A | | | | | | |
| SHARES AND AUTHORISE THE BOARD TO | | | | | | |
| DETERMINE THE FINAL AUDIT FEES WITH | | | | | | |
| REFERENCE TO THE MARKET PRICE AND | | | | | | |
| AUDIT WORKLOAD AND ENTER INTO THE | | | | | | |
| RELEVANT SERVICE AGREEMENT(S) | | | | | | |
| | | | | | | |
32 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| TRANSACTIONS CONTEMPLATED UNDER | | | | | | |
| THE 2020-23 FINANCIAL SERVICES | | | | | | |
| FRAMEWORK AGREEMENT I PROPOSED TO | | | | | | |
| BE ENTERED INTO BETWEEN THE COMPANY | | | | | | |
| AND CRRC FINANCE | | | | | | |
| | | | | | | |
33 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| TRANSACTIONS CONTEMPLATED UNDER | | | | | | |
| THE 2021-23 FINANCIAL SERVICES | | | | | | |
| FRAMEWORK AGREEMENT II PROPOSED TO | | | | | | |
| BE ENTERED INTO BETWEEN THE COMPANY | | | | | | |
| AND CRRC HONGKONG CAPITAL | | | | | | |
| | | | | | | |
34 | TO CONSIDER AND APPROVE THE | For | None | 6900 | 0 | 0 | 0 |
| TRANSACTIONS CONTEMPLATED UNDER | | | | | | |
| THE 2021-23 SHILING MUTUAL SUPPLY | | | | | | |
| FRAMEWORK AGREEMENT PROPOSED TO | | | | | | |
| BE ENTERED INTO BETWEEN THE COMPANY | | | | | | |
| AND SHILING COMPANY | | | | | | |
| | | | | | | |
35 | TO CONSIDER AND APPROVE THE RE- | For | None | 6900 | 0 | 0 | 0 |
| ELECTION OF MR. SHANG JING AS AN | | | | | | |
| EXECUTIVE DIRECTOR | | | | | | |
| | | | | | | |
36 | 24 NOV 2020: PLEASE NOTE THAT THIS IS A REVISION | None | None | | Non Voting | | |
| DUE TO CHANGE IN RECORD DATE FROM 01 DEC | | | | | | |
| 2020 TO 02 DEC 2020. IF YOU HAVE ALREADY SENT IN | | | | | | |
| YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS | | | | | | |
| YOU DECIDE TO AMEND YOUR ORIGINAL | | | | | | |
| INSTRUCTIONS. THANK YOU. | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT | None | None | | Non Voting | | |
| 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. | | | | | | |
| | | | | | | |
2 | FOLLOWING CHANGES IN THE FORMAT OF PROXY | None | None | | Non Voting | | |
| 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. | | | | | | |
3 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
4 | INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT | None | None | | Non Voting | | |
| IF YOU ARE CLASSIFIED AS AN INTERMEDIARY | | | | | | |
| CLIENT UNDER THE SHAREHOLDER RIGHTS | | | | | | |
| DIRECTIVE II, YOU SHOULD BE PROVIDING THE | | | | | | |
| UNDERLYING SHAREHOLDER INFORMATION AT THE | | | | | | |
| VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON | | | | | | |
| HOW TO PROVIDE THIS LEVEL OF DATA TO | | | | | | |
| BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE | | | | | | |
| SPEAK TO YOUR DEDICATED CLIENT SERVICE | | | | | | |
| REPRESENTATIVE FOR ASSISTANCE. THANK YOU | | | | | | |
| | | | | | | |
5 | 14 DEC 2020: PLEASE NOTE THAT IMPORTANT | None | None | | Non Voting | | |
| ADDITIONAL MEETING INFORMATION IS AVAILABLE BY | | | | | | |
| CLICKING ON THE MATERIAL URL LINK: | | | | | | |
| https://www.journal- | | | | | | |
| officiel.gouv.fr/balo/document/202011232004615-141 AND | | | | | | |
| https://www.journal- | | | | | | |
| officiel.gouv.fr/balo/document/202012142004771-150; | | | | | | |
| THAT THIS IS A REVISION DUE TO ADDITION OF URL | | | | | | |
| LINK IN COMMENT. IF YOU HAVE ALREADY SENT IN | | | | | | |
| YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS | | | | | | |
| YOU DECIDE TO AMEND YOUR ORIGINAL | | | | | | |
| INSTRUCTIONS. THANK YOU | | | | | | |
| | | | | | | |
6 | REVIEW AND APPROVAL OF THE PROPOSED | For | None | 1180 | 0 | 0 | 0 |
| CROSS-BORDER MERGER BY WAY OF | | | | | | |
| ABSORPTION OF THE COMPANY BY FIAT | | | | | | |
| CHRYSLER AUTOMOBILES N.V | | | | | | |
| | | | | | | |
7 | CANCELLATION OF DOUBLE VOTING RIGHTS | For | None | 1180 | 0 | 0 | 0 |
| | | | | | | |
8 | POWERS TO CARRY OUT FORMALITIES | For | None | 1180 | 0 | 0 | 0 |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
| | | | | | | |
1 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
2 | PLEASE NOTE THAT THIS IS AN AMENDMENT TO | None | None | | Non Voting | | |
| MEETING ID 537417 DUE TO RECEIPT OF ADDITIONAL | | | | | | |
| RESOLUTION 13. ALL VOTES RECEIVED ON THE | | | | | | |
| PREVIOUS MEETING WILL BE DISREGARDED AND | | | | | | |
| YOU WILL NEED TO REINSTRUCT ON THIS MEETING | | | | | | |
| NOTICE. THANK YOU. | | | | | | |
| | | | | | | |
3 | EXAMINATION AND APPROVAL, WHERE | For | None | 5460 | 0 | 0 | 0 |
| APPROPRIATE, OF THE ANNUAL ACCOUNTS | | | | | | |
| AND MANAGEMENT REPORTS OF ‘MEDIASET | | | | | | |
| ESPANA COMUNICACION, S.A.’ AND ITS | | | | | | |
| CONSOLIDATED GROUP OF COMPANIES, | | | | | | |
| CORRESPONDING TO THE YEAR ENDED 31 | | | | | | |
| DECEMBER 2020 | | | | | | |
| | | | | | | |
4 | EXAMINATION AND APPROVAL, WHERE | For | None | 5460 | 0 | 0 | 0 |
| APPROPRIATE, OF THE NON-FINANCIAL | | | | | | |
| INFORMATION STATEMENT OF ‘MEDIASET | | | | | | |
| ESPANA COMUNICACION, S.A.’ AND ITS | | | | | | |
| CONSOLIDATED GROUP CORRESPONDING | | | | | | |
| TO THE YEAR ENDED 31 DECEMBER 2020 | | | | | | |
| | | | | | | |
5 | EXAMINATION AND APPROVAL, IF | For | None | 5460 | 0 | 0 | 0 |
| APPLICABLE, OF THE PROPOSED | | | | | | |
| APPLICATION OF THE RESULTS FOR THE | | | | | | |
| YEAR ENDED 31 DECEMBER 2020 | | | | | | |
| | | | | | | |
6 | EXAMINATION AND APPROVAL, WHERE | For | None | 5460 | 0 | 0 | 0 |
| APPROPRIATE, OF THE MANAGEMENT AND | | | | | | |
| ACTION OF THE BOARD OF DIRECTORS | | | | | | |
| DURING THE 2020 FINANCIAL YEAR | | | | | | |
| | | | | | | |
7 | RE ELECTION OF ACCOUNT AUDITORS, | For | None | 5460 | 0 | 0 | 0 |
| BOTH OF ‘MEDIASET ESPANA | | | | | | |
| COMUNICACION, S.A.’ AS WELL AS ITS | | | | | | |
| CONSOLIDATED GROUP OF COMPANIES: | | | | | | |
| DELOITTE | | | | | | |
| | | | | | | |
8 | AUTHORIZATION, WHERE APPROPRIATE, SO | For | None | 5460 | 0 | 0 | 0 |
| THAT DIRECTORS WITH EXECUTIVE | | | | | | |
| FUNCTIONS AND SENIOR MANAGEMENT CAN | | | | | | |
| RECEIVE PART OF THE VARIABLE | | | | | | |
| REMUNERATION THAT THEY HAVE ACCRUED | | | | | | |
| IN FISCAL YEAR 2020 IN THE FORM OF | | | | | | |
| COMPANY SHARES | | | | | | |
| | | | | | | |
9 | AUTHORIZATION TO THE BOARD OF | For | None | 5460 | 0 | 0 | 0 |
| DIRECTORS, WHERE APPROPRIATE, SO | | | | | | |
| THAT IT CAN ESTABLISH A MULTI YEAR | | | | | | |
| REMUNERATION SYSTEM AIMED AT | | | | | | |
| EXECUTIVE DIRECTORS AND MANAGERS OF | | | | | | |
| THE GROUP OF COMPANIES, REFERENCED | | | | | | |
| TO THE VALUE OF THE COMPANY’S SHARES | | | | | | |
| | | | | | | |
10 | EXAMINATION AND APPROVAL, IF | For | None | 5460 | 0 | 0 | 0 |
| APPLICABLE, OF THE ANNUAL REPORT ON | | | | | | |
| REMUNERATION OF THE DIRECTORS OF | | | | | | |
| ‘MEDIASET ESPANA COMUNICACION, S.A.’ | | | | | | |
| | | | | | | |
11 | EXAMINATION AND APPROVAL, WHERE | For | None | 5460 | 0 | 0 | 0 |
| APPROPRIATE, OF THE REMUNERATION | | | | | | |
| POLICY FOR THE DIRECTORS OF ‘MEDIASET | | | | | | |
| ESPANA COMUNICACION, S.A.’ | | | | | | |
| | | | | | | |
12 | AUTHORIZATION TO THE BOARD OF | For | None | 5460 | 0 | 0 | 0 |
| DIRECTORS, WHERE APPROPRIATE, SO | | | | | | |
| THAT IT MAY PROCEED TO THE DERIVATIVE | | | | | | |
| ACQUISITION OF TREASURY SHARES BY THE | | | | | | |
| COMPANY IN THE TERMS PROVIDED BY | | | | | | |
| CURRENT LEGISLATION, WITH EXPRESS | | | | | | |
| POWER TO APPLY THEM TO THE EXECUTION | | | | | | |
| OF REMUNERATION PROGRAMS AND / OR | | | | | | |
| PROCEED TO THEIR DISPOSAL OR | | | | | | |
| AMORTIZATION WITH REDUCTION OF THE | | | | | | |
| CAPITAL STOCK FIGURE AND / OR ALLOCATE | | | | | | |
| THEM TO THE ACHIEVEMENT OF POTENTIAL | | | | | | |
| OPERATIONS OR CORPORATE OR BUSINESS | | | | | | |
| DECISIONS, LEAVING WITHOUT EFFECT, IN | | | | | | |
| THE AMOUNT NOT USED, THE DELEGATION | | | | | | |
| AGREED BY THE GENERAL MEETINGS FROM | | | | | | |
| PREVIOUS YEARS | | | | | | |
| | | | | | | |
13 | REVOCATION OF THE FIRST TO FOURTH | For | None | 5460 | 0 | 0 | 0 |
| RESOLUTIONS ADOPTED BY THE | | | | | | |
| EXTRAORDINARY GENERAL MEETING OF | | | | | | |
| SHAREHOLDERS OF THE COMPANY HELD | | | | | | |
| ON 4 SEPTEMBER 2019 AND THE FIRST AND | | | | | | |
| SECOND RESOLUTIONS ADOPTED BY THE | | | | | | |
| EXTRAORDINARY GENERAL MEETING OF | | | | | | |
| SHAREHOLDERS OF THE COMPANY HELD | | | | | | |
| ON 5 FEBRUARY 2020, AND RATIFICATION OF | | | | | | |
| THE WITHDRAWAL FROM THE EXECUTION | | | | | | |
| OF THE MERGER AGREED BY THE BOARD OF | | | | | | |
| DIRECTORS | | | | | | |
| | | | | | | |
14 | DELEGATION OF POWERS TO FORMALIZE, | For | None | 5460 | 0 | 0 | 0 |
| INTERPRET, CORRECT AND EXECUTE THE | | | | | | |
| ABOVE RESOLUTIONS, AS WELL AS TO | | | | | | |
| SUBSTITUTE THE POWERS THAT THE BOARD | | | | | | |
| OF DIRECTORS RECEIVES FROM THE | | | | | | |
| MEETING | | | | | | |
| | | | | | | |
15 | INFORMATION ON THE MODIFICATION OF THE | None | None | | Non Voting | | |
| REGULATIONS OF THE BOARD OF DIRECTORS | | | | | | |
| AGREED AT ITS MEETING OF 23 DECEMBER 2020 | | | | | | |
| | | | | | | |
16 | MODIFICATION OF THE BYLAWS TO | For | None | 5460 | 0 | 0 | 0 |
| INCORPORATE THE POSSIBILITY OF | | | | | | |
| ATTENDING THE GENERAL MEETING OF | | | | | | |
| SHAREHOLDERS AND THEIR | | | | | | |
| REPRESENTATIVES BY TELEMATIC MEANS | | | | | | |
| | | | | | | |
17 | MODIFICATION OF THE COMPANY BYLAWS | For | None | 5460 | 0 | 0 | 0 |
| TO INCORPORATE THE POSSIBILITY OF | | | | | | |
| HOLDING GENERAL MEETINGS EXCLUSIVELY | | | | | | |
| BY TELEMATIC MEANS | | | | | | |
| | | | | | | |
18 | MODIFICATION OF THE REGULATIONS OF | For | None | 5460 | 0 | 0 | 0 |
| THE GENERAL SHAREHOLDERS’ MEETING IN | | | | | | |
| DEVELOPMENT OF THE NEW ARTICLES 33 | | | | | | |
| BIS AND 33 TRIS OF THE COMPANY BYLAWS | | | | | | |
| TO ESTABLISH A BASIC REGIME OF | | | | | | |
| ATTENDANCE AT THE GENERAL MEETING OF | | | | | | |
| SHAREHOLDERS AND THEIR | | | | | | |
| REPRESENTATIVES BY TELEMATIC MEANS ’ | | | | | | |
| | | | | | | |
19 | 07 APR 2021: PLEASE NOTE THAT IF YOU HOLD | None | None | | Non Voting | | |
| CREST DEPOSITORY INTERESTS (CDIS) AND | | | | | | |
| PARTICIPATE AT THIS MEETING, YOU (OR YOUR | | | | | | |
| CREST SPONSORED MEMBER/CUSTODIAN) WILL BE | | | | | | |
| REQUIRED TO INSTRUCT A TRANSFER OF THE | | | | | | |
| RELEVANT CDIS TO THE ESCROW ACCOUNT | | | | | | |
| SPECIFIED IN THE ASSOCIATED CORPORATE EVENT | | | | | | |
| IN THE CREST SYSTEM. THIS TRANSFER WILL NEED | | | | | | |
| TO BE COMPLETED BY THE SPECIFIED CREST | | | | | | |
| SYSTEM DEADLINE. ONCE THIS TRANSFER HAS | | | | | | |
| SETTLED, THE CDIS WILL BE BLOCKED IN THE CREST | | | | | | |
| SYSTEM. THE CDIS WILL BE RELEASED FROM | | | | | | |
| ESCROW AS SOON AS PRACTICABLE ON THE | | | | | | |
| BUSINESS DAY PRIOR TO MEETING DATE UNLESS | | | | | | |
| OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO | | | | | | |
| BE ACCEPTED, THE VOTED POSITION MUST BE | | | | | | |
| BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN | | | | | | |
| THE CREST SYSTEM. BY VOTING ON THIS MEETING, | | | | | | |
| YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY | | | | | | |
| USE YOUR VOTE INSTRUCTION AS THE | | | | | | |
| AUTHORIZATION TO TAKE THE NECESSARY ACTION | | | | | | |
| WHICH WILL INCLUDE TRANSFERRING YOUR | | | | | | |
| INSTRUCTED POSITION TO ESCROW. PLEASE | | | | | | |
| CONTACT YOUR CREST SPONSORED | | | | | | |
| MEMBER/CUSTODIAN DIRECTLY FOR FURTHER | | | | | | |
| INFORMATION ON THE CUSTODY PROCESS AND | | | | | | |
| WHETHER OR NOT THEY REQUIRE SEPARATE | | | | | | |
| INSTRUCTIONS FROM YOU | | | | | | |
| | | | | | | |
20 | 07 APR 2021: PLEASE NOTE THAT THIS IS A REVISION | None | None | | Non Voting | | |
| DUE TO ADDITION OF COMMENT. IF YOU HAVE | | | | | | |
| ALREADY SENT IN YOUR VOTES TO MID 539266, | | | | | | |
| PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE | | | | | | |
| TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK | | | | | | |
| YOU | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS | None | None | | Non Voting | | |
| REQUIRED FOR THIS MEETING. IF NO BENEFICIAL | | | | | | |
| OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION | | | | | | |
| MAY BE REJECTED. THANK YOU. | | | | | | |
| | | | | | | |
2 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
3 | TO APPROVE THE BALANCE SHEET AS OF 31 | For | None | 12416 | 0 | 0 | 0 |
| DECEMBER 2020, PROPOSALS REGARDING | | | | | | |
| THE PROFIT ALLOCATION FOR THE YEAR | | | | | | |
| AND THE DISTRIBUTION OF A DIVIDEND | | | | | | |
| THROUGH THE USAGE OF AVAILABLE | | | | | | |
| RESERVES: BALANCE SHEET AS OF 31 | | | | | | |
| DECEMBER 2020, CONSOLIDATED BALANCE | | | | | | |
| SHEET AS OF 31 DECEMBER 2020, BOARD OF | | | | | | |
| DIRECTORS’, INTERNAL AND EXTERNAL | | | | | | |
| AUDITORS’ REPORTS; RESOLUTIONS | | | | | | |
| RELATED THERETO | | | | | | |
| | | | | | | |
4 | TO APPROVE THE BALANCE SHEET AS OF 31 | For | None | 12416 | 0 | 0 | 0 |
| DECEMBER 2020, PROPOSALS REGARDING | | | | | | |
| THE PROFIT ALLOCATION FOR THE YEAR | | | | | | |
| AND THE DISTRIBUTION OF A DIVIDEND | | | | | | |
| THROUGH THE USAGE OF AVAILABLE | | | | | | |
| RESERVES: TO ALLOCATE THE PROFIT; | | | | | | |
| RESOLUTIONS RELATED THERETO | | | | | | |
| | | | | | | |
5 | TO APPROVE THE BALANCE SHEET AS OF 31 | For | None | 12416 | 0 | 0 | 0 |
| DECEMBER 2020, PROPOSALS REGARDING | | | | | | |
| THE PROFIT ALLOCATION FOR THE YEAR | | | | | | |
| AND THE DISTRIBUTION OF A DIVIDEND | | | | | | |
| THROUGH THE USAGE OF AVAILABLE | | | | | | |
| RESERVES: TO DISTRIBUTE A DIVIDEND | | | | | | |
| THROUGH THE USAGE OF AVAILABLE | | | | | | |
| RESERVES; RESOLUTIONS RELATED | | | | | | |
| THERETO | | | | | | |
| | | | | | | |
6 | 2021 REWARDING POLICY AND EMOLUMENT | For | None | 12416 | 0 | 0 | 0 |
| PAID REPORT: TO APPROVE THE 2021 | | | | | | |
| REWARDING POLICY AS PER ART 123-TER, | | | | | | |
| ITEM 3-TER. OF THE LEGISLATIVE DECREE | | | | | | |
| NO. 58/1998 | | | | | | |
| | | | | | | |
7 | 2021 REWARDING POLICY AND EMOLUMENT | For | None | 12416 | 0 | 0 | 0 |
| PAID REPORT: RESOLUTIONS ON THE | | | | | | |
| ’’SECOND SECTION’’ OF THE REPORT, AS | | | | | | |
| PER ART. 123-TER, ITEM 6, OF LEGISLATIVE | | | | | | |
| DECREE NO. 58/1998 | | | | | | |
| | | | | | | |
8 | TO ADOPT THE ’‘MAIRE TECNIMONT GROUP | For | None | 12416 | 0 | 0 | 0 |
| LONG TERM INCENTIVE PLAN 2021-2023’’ AS | | | | | | |
| PER ART 114-BIS OF LEGISLATIVE DECREE | | | | | | |
| NO. 58/1998; RESOLUTIONS RELATED | | | | | | |
| THERETO | | | | | | |
| | | | | | | |
9 | TO AUTHORIZE THE PURCHASE AND | For | None | 12416 | 0 | 0 | 0 |
| DISPOSAL OF OWN SHARES; RESOLUTIONS | | | | | | |
| RELATED THERETO | | | | | | |
| | | | | | | |
10 | PLEASE NOTE IN THE EVENT THE MEETING DOES | None | None | | Non Voting | | |
| NOT REACH QUORUM, THERE WILL BE A SECOND | | | | | | |
| CALL ON 16 APR 2021. CONSEQUENTLY, YOUR | | | | | | |
| VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL | | | | | | |
| CALLS UNLESS THE AGENDA IS AMENDED. THANK | | | | | | |
| YOU | | | | | | |
| | | | | | | |
11 | 19 MAR 2021: INTERMEDIARY CLIENTS ONLY - PLEASE | None | None | | Non Voting | | |
| NOTE THAT IF YOU ARE CLASSIFIED AS AN | | | | | | |
| INTERMEDIARY CLIENT UNDER THE SHAREHOLDER | | | | | | |
| RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING | | | | | | |
| THE UNDERLYING SHAREHOLDER INFORMATION AT | | | | | | |
| THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE | | | | | | |
| ON HOW TO PROVIDE THIS LEVEL OF DATA TO | | | | | | |
| BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE | | | | | | |
| SPEAK TO YOUR DEDICATED CLIENT SERVICE | | | | | | |
| REPRESENTATIVE FOR ASSISTANCE AND PLEASE | | | | | | |
| NOTE THAT IF YOU HOLD CREST DEPOSITORY | | | | | | |
| INTERESTS (CDIS) AND PARTICIPATE AT THIS | | | | | | |
| MEETING, YOU (OR YOUR CREST SPONSORED | | | | | | |
| MEMBER/CUSTODIAN) WILL BE REQUIRED TO | | | | | | |
| INSTRUCT A TRANSFER OF THE RELEVANT CDIS TO | | | | | | |
| THE ESCROW ACCOUNT SPECIFIED IN THE | | | | | | |
| ASSOCIATED CORPORATE EVENT IN THE CREST | | | | | | |
| SYSTEM. THIS TRANSFER WILL NEED TO BE | | | | | | |
| COMPLETED BY THE SPECIFIED CREST SYSTEM | | | | | | |
| DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE | | | | | | |
| CDIS WILL BE BLOCKED IN THE CREST SYSTEM. THE | | | | | | |
| CDIS WILL BE RELEASED FROM ESCROW AS SOON | | | | | | |
| AS PRACTICABLE ON THE BUSINESS DAY PRIOR TO | | | | | | |
| MEETING DATE UNLESS OTHERWISE SPECIFIED. IN | | | | | | |
| ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED | | | | | | |
| POSITION MUST BE BLOCKED IN THE REQUIRED | | | | | | |
| ESCROW ACCOUNT IN THE CREST SYSTEM. BY | | | | | | |
| VOTING ON THIS MEETING, YOUR CREST | | | | | | |
| SPONSORED MEMBER/CUSTODIAN MAY USE YOUR | | | | | | |
| VOTE INSTRUCTION AS THE AUTHORIZATION TO | | | | | | |
| TAKE THE NECESSARY ACTION WHICH WILL INCLUDE | | | | | | |
| TRANSFERRING YOUR INSTRUCTED POSITION TO | | | | | | |
| ESCROW. PLEASE CONTACT YOUR CREST | | | | | | |
| SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR | | | | | | |
| FURTHER INFORMATION ON THE CUSTODY PROCESS | | | | | | |
| AND WHETHER OR NOT THEY REQUIRE SEPARATE | | | | | | |
| INSTRUCTIONS FROM YOU | | | | | | |
| | | | | | | |
12 | 19 MAR 2021: PLEASE NOTE THAT THIS IS A REVISION | None | None | | Non Voting | | |
| DUE TO ADDITION OF COMMENT AND CHANGE IN | | | | | | |
| MEETING TYPE FROM AGM TO OGM. IF YOU HAVE | | | | | | |
| ALREADY SENT IN YOUR VOTES, PLEASE DO NOT | | | | | | |
| VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR | | | | | | |
| ORIGINAL INSTRUCTIONS. THANK YOU | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS | None | None | | Non Voting | | |
| REQUIRED FOR THIS MEETING. IF NO BENEFICIAL | | | | | | |
| OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION | | | | | | |
| MAY BE REJECTED. THANK YOU | | | | | | |
2 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
3 | OPENING | None | None | | Non Voting | | |
| | | | | | | |
4 | REPORT OF THE BOARD OF DIRECTORS FOR THE | None | None | | Non Voting | | |
| FINANCIAL YEAR 2020 | | | | | | |
| | | | | | | |
5 | POLICY ON ADDITIONS TO RESERVES AND ON | None | None | | Non Voting | | |
| DIVIDENDS | | | | | | |
| | | | | | | |
6 | REMUNERATION REPORT 2020 (ADVISORY | For | None | 2055 | 0 | 0 | 0 |
| VOTING) | | | | | | |
| | | | | | | |
7 | ADOPTION OF THE ANNUAL ACCOUNTS 2020 | For | None | 2055 | 0 | 0 | 0 |
| | | | | | | |
8 | EXTRAORDINARY DISTRIBUTION: EUR 0.32 | For | None | 2055 | 0 | 0 | 0 |
| PER SHARE | | | | | | |
| | | | | | | |
9 | GRANTING OF DISCHARGE TO THE | For | None | 2055 | 0 | 0 | 0 |
| DIRECTORS IN RESPECT OF THE | | | | | | |
| PERFORMANCE OF THEIR DUTIES DURING | | | | | | |
| THE FINANCIAL YEAR 2020 | | | | | | |
| | | | | | | |
10 | PROPOSAL TO APPOINT ERNST & YOUNG | For | None | 2055 | 0 | 0 | 0 |
| ACCOUNTANTS LLP AS THE COMPANY’S | | | | | | |
| INDEPENDENT AUDITOR | | | | | | |
| | | | | | | |
11 | PROPOSAL TO AMEND THE REMUNERATION | For | None | 2055 | 0 | 0 | 0 |
| POLICY OF THE BOARD OF DIRECTORS | | | | | | |
| | | | | | | |
12 | PROPOSAL TO ADOPT THE EQUITY | For | None | 2055 | 0 | 0 | 0 |
| INCENTIVE PLAN AND AUTHORIZATION TO | | | | | | |
| THE BOARD OF DIRECTORS (I) TO ISSUE | | | | | | |
| SHARES OR GRANT RIGHTS TO SUBSCRIBE | | | | | | |
| FOR SHARES AND (II) TO EXCLUDE PRE- | | | | | | |
| EMPTIVE RIGHTS IN CONNECTION WITH THE | | | | | | |
| EQUITY INCENTIVE PLAN | | | | | | |
| | | | | | | |
13 | PROPOSAL TO AUTHORIZE THE BOARD OF | For | None | 2055 | 0 | 0 | 0 |
| DIRECTORS TO ACQUIRE FULLY PAID-UP | | | | | | |
| COMMON SHARES IN THE COMPANY’S OWN | | | | | | |
| SHARE CAPITAL IN ACCORDANCE WITH | | | | | | |
| ARTICLE 9 OF THE COMPANY’S ARTICLES OF | | | | | | |
| ASSOCIATION | | | | | | |
| | | | | | | |
14 | PROPOSAL TO CANCEL ALL CLASS B | For | None | 2055 | 0 | 0 | 0 |
| SPECIAL VOTING SHARES HELD BY THE | | | | | | |
| COMPANY IN ITS OWN SHARE CAPITAL IN | | | | | | |
| ACCORDANCE WITH ARTICLE 10 OF THE | | | | | | |
| COMPANY’S ARTICLES OF ASSOCIATION | | | | | | |
| | | | | | | |
15 | CLOSING | None | None | | Non Voting | | |
| | | | | | | |
16 | 31 MAR 2021: PLEASE NOTE THAT THIS IS A REVISION | None | None | | Non Voting | | |
| DUE TO ADDITION OF COMMENT AND CHANGE IN | | | | | | |
| TEXT OF RESOLUTION 2.e. IF YOU HAVE ALREADY | | | | | | |
| SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN | | | | | | |
| UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL | | | | | | |
| INSTRUCTIONS. THANK YOU | | | | | | |
| | | | | | | |
17 | 09 MAR 2021: INTERMEDIARY CLIENTS ONLY - PLEASE | None | None | | Non Voting | | |
| NOTE THAT IF YOU ARE CLASSIFIED AS AN | | | | | | |
| INTERMEDIARY CLIENT UNDER THE SHAREHOLDER | | | | | | |
| RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING | | | | | | |
| THE UNDERLYING SHAREHOLDER INFORMATION AT | | | | | | |
| THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE | | | | | | |
| ON HOW TO PROVIDE THIS LEVEL OF DATA TO | | | | | | |
| BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE | | | | | | |
| SPEAK TO YOUR DEDICATED CLIENT SERVICE | | | | | | |
| REPRESENTATIVE FOR ASSISTANCE | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
2 | FROM 10TH FEBRUARY, BROADRIDGE WILL CODE ALL | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
3 | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
4 | INFORMATION ON COUNTER PROPOSALS CAN BE | None | None | | 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 | | | | | | |
| | | | | | | |
5 | RECEIVE FINANCIAL STATEMENTS AND STATUTORY | None | None | | Non Voting | | |
| REPORTS FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
6 | APPROVE ALLOCATION OF INCOME AND | For | None | 562 | 0 | 0 | 0 |
| DIVIDENDS OF EUR 1.30 PER SHARE | | | | | | |
| | | | | | | |
7 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 562 | 0 | 0 | 0 |
| BOARD FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
8 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 562 | 0 | 0 | 0 |
| BOARD FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
9 | RATIFY KPMG AG AS AUDITORS FOR FISCAL | For | None | 562 | 0 | 0 | 0 |
| YEAR 2021 | | | | | | |
| | | | | | | |
10 | ELECT LISE KINGO TO THE SUPERVISORY | For | None | 562 | 0 | 0 | 0 |
| BOARD | | | | | | |
| | | | | | | |
11 | APPROVE CREATION OF EUR 58 MILLION | For | None | 562 | 0 | 0 | 0 |
| POOL OF CAPITAL WITH PARTIAL EXCLUSION | | | | | | |
| OF PREEMPTIVE RIGHTS | | | | | | |
| | | | | | | |
12 | APPROVE REMUNERATION POLICY | For | None | 562 | 0 | 0 | 0 |
| | | | | | | |
13 | APPROVE REMUNERATION OF | For | None | 562 | 0 | 0 | 0 |
| SUPERVISORY BOARD | | | | | | |
| | | | | | | |
14 | 08 MAR 2021: INTERMEDIARY CLIENTS ONLY - PLEASE | None | None | | Non Voting | | |
| NOTE THAT IF YOU ARE CLASSIFIED AS AN | | | | | | |
| INTERMEDIARY CLIENT UNDER THE SHAREHOLDER | | | | | | |
| RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING | | | | | | |
| THE UNDERLYING SHAREHOLDER INFORMATION AT | | | | | | |
| THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE | | | | | | |
| ON HOW TO PROVIDE THIS LEVEL OF DATA TO | | | | | | |
| BROADRIDGE OUTSIDE OF PROXY EDGE, PLEASE | | | | | | |
| SPEAK TO YOUR DEDICATED CLIENT SERVICE | | | | | | |
| REPRESENTATIVE FOR ASSISTANCE. THANK YOU | | | | | | |
| | | | | | | |
15 | 08 MAR 2021: PLEASE NOTE THAT THIS IS A REVISION | None | None | | Non Voting | | |
| 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 | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
2 | PLEASE NOTE IN THE EVENT THE MEETING DOES | None | None | | Non Voting | | |
| NOT REACH QUORUM, THERE WILL BE A SECOND | | | | | | |
| CALL ON 29 APR 2021. CONSEQUENTLY, YOUR | | | | | | |
| VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL | | | | | | |
| CALLS UNLESS THE AGENDA IS AMENDED. THANK | | | | | | |
| YOU | | | | | | |
3 | SCRUTINY AND APPROVAL OF THE ANNUAL | For | None | 7415 | 0 | 0 | 0 |
| ACCOUNTS AND MANAGEMENT REPORT OF | | | | | | |
| ATRESMEDIA CORPORACION DE MEDIOS DE | | | | | | |
| COMUNICACION, S.A. FOR THE YEAR ENDED | | | | | | |
| ON 31 DECEMBER 2020, BOTH ON AN | | | | | | |
| INDIVIDUAL AND ON A CONSOLIDATED BASIS | | | | | | |
| | | | | | | |
4 | APPROVAL OF THE STATEMENT OF NON | For | None | 7415 | 0 | 0 | 0 |
| FINANCIAL INFORMATION AS OF 31 | | | | | | |
| DECEMBER 2020, WHICH FORMS PART OF | | | | | | |
| THE CONSOLIDATED MANAGEMENT REPORT | | | | | | |
| | | | | | | |
5 | APPROVAL OF THE PROPOSAL CONCERNING | For | None | 7415 | 0 | 0 | 0 |
| THE APPROPRIATION OF THE PROFIT | | | | | | |
| OBTAINED IN 2020 | | | | | | |
| | | | | | | |
6 | APPROVAL OF THE CORPORATE | For | None | 7415 | 0 | 0 | 0 |
| MANAGEMENT BY THE BOARD OF | | | | | | |
| DIRECTORS OF THE COMPANY IN 2020 | | | | | | |
| | | | | | | |
7 | RE ELECTION OF KPMG AUDITORES, S.L. AS | For | None | 7415 | 0 | 0 | 0 |
| EXTERNAL AUDITORS OF ATRESMEDIA | | | | | | |
| CORPORACION DE MEDIOS DE | | | | | | |
| COMUNICACION, S.A. AND ITS | | | | | | |
| CONSOLIDATED GROUP OF COMPANIES FOR | | | | | | |
| THE 2021 FINANCIAL YEAR | | | | | | |
| | | | | | | |
8 | APPOINTMENT AS INDEPENDENT DIRECTOR | For | None | 7415 | 0 | 0 | 0 |
| OF DONA ROSA MARIA LLEAL TOST | | | | | | |
| | | | | | | |
9 | APPOINTMENT AS INDEPENDENT DIRECTOR | For | None | 7415 | 0 | 0 | 0 |
| OF DONA BEATRIZ ROGER TORRES | | | | | | |
| | | | | | | |
10 | APPROVAL OF THE LONG TERM VARIABLE | For | None | 7415 | 0 | 0 | 0 |
| REMUNERATION PLAN WITH SHARES | | | | | | |
| DELIVERY FOR EXECUTIVE DIRECTORS AND | | | | | | |
| MANAGERS OF THE ATRESMEDIA GROUP | | | | | | |
| | | | | | | |
11 | DIRECTORS REMUNERATION POLICY FOR | For | None | 7415 | 0 | 0 | 0 |
| THE YEARS 2021-2023 | | | | | | |
| | | | | | | |
12 | DELEGATION OF POWERS TO FORMULATE, | For | None | 7415 | 0 | 0 | 0 |
| CONSTRUE, REMEDY AND ENFORCE THE | | | | | | |
| RESOLUTIONS ADOPTED BY THE GENERAL | | | | | | |
| MEETING, AND TO REPLACE THE POWERS | | | | | | |
| GRANTED TO THE BOARD OF DIRECTORS BY | | | | | | |
| THE MEETING | | | | | | |
| | | | | | | |
13 | ADVISORY VOTE ON THE ANNUAL REPORT | For | None | 7415 | 0 | 0 | 0 |
| ON THE REMUNERATION OF THE | | | | | | |
| COMPANY’S DIRECTORS FOR THE 2020 | | | | | | |
| FINANCIAL YEAR | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS | None | None | | Non Voting | | |
| AN AGAINST VOTE IF THE MEETING REQUIRES | | | | | | |
| APPROVAL FROM THE MAJORITY OF PARTICIPANTS | | | | | | |
| TO PASS A RESOLUTION | | | | | | |
| | | | | | | |
2 | MARKET RULES REQUIRE DISCLOSURE OF | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
3 | IMPORTANT MARKET PROCESSING REQUIREMENT: A | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
4 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
5 | ELECT CHAIRMAN OF MEETING | None | None | | Non Voting | | |
| | | | | | | |
6 | DESIGNATE FABIAN BENGTSSON AS INSPECTOR OF | None | None | | Non Voting | | |
| MINUTES OF MEETING | | | | | | |
| | | | | | | |
7 | DESIGNATE ANNA SUNDBERG AS INSPECTOR OF | None | None | | Non Voting | | |
| MINUTES OF MEETING | | | | | | |
| | | | | | | |
8 | PREPARE AND APPROVE LIST OF SHAREHOLDERS | None | None | | Non Voting | | |
| | | | | | | |
9 | APPROVE AGENDA OF MEETING | None | None | | Non Voting | | |
| | | | | | | |
10 | ACKNOWLEDGE PROPER CONVENING OF MEETING | None | None | | Non Voting | | |
| | | | | | | |
11 | RECEIVE FINANCIAL STATEMENTS AND STATUTORY | None | None | | Non Voting | | |
| REPORTS | | | | | | |
| | | | | | | |
12 | ACCEPT FINANCIAL STATEMENTS AND | For | None | 5130 | 0 | 0 | 0 |
| STATUTORY REPORTS | | | | | | |
| | | | | | | |
13 | APPROVE ALLOCATION OF INCOME AND | For | None | 5130 | 0 | 0 | 0 |
| DIVIDENDS OF SEK 2.68 PER SHARE | | | | | | |
| | | | | | | |
14 | APPROVE DISCHARGE OF BOARD MEMBER | For | None | 5130 | 0 | 0 | 0 |
| AND CHAIRMAN MARTIN BENGTSSON | | | | | | |
| | | | | | | |
15 | APPROVE DISCHARGE OF BOARD MEMBER | For | None | 5130 | 0 | 0 | 0 |
| FREDRIK CARLSSON | | | | | | |
| | | | | | | |
16 | APPROVE DISCHARGE OF BOARD MEMBER | For | None | 5130 | 0 | 0 | 0 |
| LARS NORDSTRAND | | | | | | |
| | | | | | | |
17 | APPROVE DISCHARGE OF BOARD MEMBER | For | None | 5130 | 0 | 0 | 0 |
| MARITA ODELIUS ENGSTROM | | | | | | |
| | | | | | | |
18 | APPROVE DISCHARGE OF BOARD MEMBER | For | None | 5130 | 0 | 0 | 0 |
| MIKAEL WINTZELL | | | | | | |
| | | | | | | |
19 | APPROVE DISCHARGE OF BOARD MEMBER | For | None | 5130 | 0 | 0 | 0 |
| JOHANNA BERLINDE | | | | | | |
| | | | | | | |
20 | APPROVE DISCHARGE OF BOARD MEMBER | For | None | 5130 | 0 | 0 | 0 |
| KRISTINA PATEK, SINCE THE 2020 ANNUAL | | | | | | |
| GENERAL MEETING | | | | | | |
| | | | | | | |
21 | APPROVE DISCHARGE OF BOARD MEMBER | For | None | 5130 | 0 | 0 | 0 |
| SUSANNE EHNBAGE, SINCE THE 2020 | | | | | | |
| ANNUAL GENERAL MEETING | | | | | | |
| | | | | | | |
22 | APPROVE DISCHARGE OF BOARD MEMBER | For | None | 5130 | 0 | 0 | 0 |
| MARIANA BURENSTAM LINDER, UNTIL THE | | | | | | |
| 2020 ANNUAL GENERAL MEETING | | | | | | |
| | | | | | | |
23 | APPROVE DISCHARGE OF BOARD MEMBER | For | None | 5130 | 0 | 0 | 0 |
| ANDERS DAHLVIG, UNTIL THE 2020 ANNUAL | | | | | | |
| GENERAL MEETING | | | | | | |
| | | | | | | |
24 | APPROVE DISCHARGE OF CEO NILS | For | None | 5130 | 0 | 0 | 0 |
| CARLSSON, SINCE JUNE 1 2020 | | | | | | |
| | | | | | | |
25 | APPROVE DISCHARGE OF CEO KENNETH | For | None | 5130 | 0 | 0 | 0 |
| NILSSON, UNTIL MAY 31 2020 | | | | | | |
| | | | | | | |
26 | DETERMINE NUMBER OF MEMBERS (8) AND | For | None | 5130 | 0 | 0 | 0 |
| DEPUTY MEMBERS OF BOARD | | | | | | |
| | | | | | | |
27 | APPROVE REMUNERATION OF DIRECTORS | For | None | 5130 | 0 | 0 | 0 |
| IN THE AMOUNT OF SEK 1.3 MILLION FOR | | | | | | |
| CHAIRMAN AND SEK 440,000 FOR OTHER | | | | | | |
| DIRECTORS APPROVE REMUNERATION FOR | | | | | | |
| COMMITTEE WORK | | | | | | |
| | | | | | | |
28 | APPROVE REMUNERATION OF AUDITORS | For | None | 5130 | 0 | 0 | 0 |
| | | | | | | |
29 | REELECT MARTIN BENGTSSON AS | For | None | 5130 | 0 | 0 | 0 |
| DIRECTOR | | | | | | |
| | | | | | | |
30 | REELECT FREDRIK CARLSSON AS DIRECTOR | For | None | 5130 | 0 | 0 | 0 |
| | | | | | | |
31 | REELECT LARS NORDSTRAND AS DIRECTOR | For | None | 5130 | 0 | 0 | 0 |
| | | | | | | |
32 | REELECT MARITA ODELIUS ENGSTROM AS | For | None | 5130 | 0 | 0 | 0 |
| DIRECTOR | | | | | | |
| | | | | | | |
33 | REELECT MIKAEL WINTZELL AS DIRECTOR | For | None | 5130 | 0 | 0 | 0 |
| | | | | | | |
34 | REELECT JOHANNA BERLINDE AS DIRECTOR | For | None | 5130 | 0 | 0 | 0 |
| | | | | | | |
35 | REELECT KRISTINA PATEK AS DIRECTOR | For | None | 5130 | 0 | 0 | 0 |
| | | | | | | |
36 | REELECT SUSANNE EHNBAGE AS DIRECTOR | For | None | 5130 | 0 | 0 | 0 |
| | | | | | | |
37 | REELECT MARTIN BENGTSSON AS BOARD | For | None | 5130 | 0 | 0 | 0 |
| CHAIRMAN | | | | | | |
| | | | | | | |
38 | RATIFY ERNST YOUNGAS AUDITORS | For | None | 5130 | 0 | 0 | 0 |
| | | | | | | |
39 | APPROVE REMUNERATION REPORT | For | None | 5130 | 0 | 0 | 0 |
| | | | | | | |
40 | AUTHORIZE SHARE REPURCHASE PROGRAM | For | None | 5130 | 0 | 0 | 0 |
| | | | | | | |
41 | AMEND ARTICLES RE EDITORIAL CHANGES | For | None | 5130 | 0 | 0 | 0 |
| TO ARTICLE 1 | | | | | | |
| | | | | | | |
42 | INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT | None | None | | Non Voting | | |
| IF YOU ARE CLASSIFIED AS AN INTERMEDIARY | | | | | | |
| CLIENT UNDER THE SHAREHOLDER RIGHTS | | | | | | |
| DIRECTIVE II, YOU SHOULD BE PROVIDING THE | | | | | | |
| UNDERLYING SHAREHOLDER INFORMATION AT THE | | | | | | |
| VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON | | | | | | |
| HOW TO PROVIDE THIS LEVEL OF DATA TO | | | | | | |
| BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE | | | | | | |
| SPEAK TO YOUR DEDICATED CLIENT SERVICE | | | | | | |
| REPRESENTATIVE FOR ASSISTANCE | | | | | | |
| | | | | | | |
43 | PLEASE NOTE THAT IF YOU HOLD CREST | None | None | | Non Voting | | |
| DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE AT | | | | | | |
| THIS MEETING, YOU (OR YOUR CREST SPONSORED | | | | | | |
| MEMBER/CUSTODIAN) WILL BE REQUIRED TO | | | | | | |
| INSTRUCT A TRANSFER OF THE RELEVANT CDIS TO | | | | | | |
| THE ESCROW ACCOUNT SPECIFIED IN THE | | | | | | |
| ASSOCIATED CORPORATE EVENT IN THE CREST | | | | | | |
| SYSTEM. THIS TRANSFER WILL NEED TO BE | | | | | | |
| COMPLETED BY THE SPECIFIED CREST SYSTEM | | | | | | |
| DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE | | | | | | |
| CDIS WILL BE BLOCKED IN THE CREST SYSTEM. THE | | | | | | |
| CDIS WILL BE RELEASED FROM ESCROW AS SOON | | | | | | |
| AS PRACTICABLE ON THE BUSINESS DAY PRIOR TO | | | | | | |
| MEETING DATE UNLESS OTHERWISE SPECIFIED. IN | | | | | | |
| ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED | | | | | | |
| POSITION MUST BE BLOCKED IN THE REQUIRED | | | | | | |
| ESCROW ACCOUNT IN THE CREST SYSTEM. BY | | | | | | |
| VOTING ON THIS MEETING, YOUR CREST | | | | | | |
| SPONSORED MEMBER/CUSTODIAN MAY USE YOUR | | | | | | |
| VOTE INSTRUCTION AS THE AUTHORIZATION TO | | | | | | |
| TAKE THE NECESSARY ACTION WHICH WILL INCLUDE | | | | | | |
| TRANSFERRING YOUR INSTRUCTED POSITION TO | | | | | | |
| ESCROW. PLEASE CONTACT YOUR CREST | | | | | | |
| SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR | | | | | | |
| FURTHER INFORMATION ON THE CUSTODY PROCESS | | | | | | |
| AND WHETHER OR NOT THEY REQUIRE SEPARATE | | | | | | |
| INSTRUCTIONS FROM YOU | | | | | | |
| | | | | | | |
44 | 26 MAR 2021: PLEASE NOTE THAT THIS IS A REVISION | None | None | | Non Voting | | |
| DUE TO MODIFICATION OF TEXT IN RESOLUTION 12.4. | | | | | | |
| IF YOU HAVE ALREADY SENT IN YOUR VOTES, | | | | | | |
| PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE | | | | | | |
| TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK | | | | | | |
| YOU. | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT THE COMPANY NOTICE AND | None | None | | Non Voting | | |
| PROXY FORM ARE AVAILABLE BY CLICKING ON THE | | | | | | |
| URL LINKS: | | | | | | |
| https://www1.hkexnews.hk/listedco/listconews/sehk/2021/03 | | | | | | |
| 25/2021032500400.pdf AND | | | | | | |
| https://www1.hkexnews.hk/listedco/listconews/sehk/2021/03 | | | | | | |
| 25/2021032500388.pdf | | | | | | |
| | | | | | | |
2 | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED | None | None | | Non Voting | | |
| TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR ALL | | | | | | |
| RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON | | | | | | |
| THIS MEETING | | | | | | |
| | | | | | | |
3 | TO RECEIVE AND APPROVE THE AUDITED | For | None | 41000 | 0 | 0 | 0 |
| CONSOLIDATED FINANCIAL STATEMENTS OF | | | | | | |
| THE COMPANY AND ITS SUBSIDIARIES AND | | | | | | |
| THE REPORTS OF THE DIRECTORS (THE | | | | | | |
| “DIRECTORS”) AND AUDITOR (THE | | | | | | |
| “AUDITOR”) OF THE COMPANY FOR THE | | | | | | |
| YEAR ENDED 31 DECEMBER 2020 | | | | | | |
| | | | | | | |
4 | TO DECLARE A FINAL DIVIDEND OF HK19 | For | None | 41000 | 0 | 0 | 0 |
| CENTS PER ORDINARY SHARE AND A | | | | | | |
| SPECIAL FINAL DIVIDEND OF HK8 CENTS | | | | | | |
| PER ORDINARY SHARE FOR THE YEAR | | | | | | |
| ENDED 31 DECEMBER 2020 | | | | | | |
| | | | | | | |
5 | TO RE-ELECT MR. WANG DONG XING AS | For | None | 41000 | 0 | 0 | 0 |
| EXECUTIVE DIRECTOR | | | | | | |
| | | | | | | |
6 | TO RE-ELECT MR. CAI RONG HUA AS | For | None | 41000 | 0 | 0 | 0 |
| EXECUTIVE DIRECTOR | | | | | | |
| | | | | | | |
7 | TO RE-ELECT MR. PAN RONG BIN AS | For | None | 41000 | 0 | 0 | 0 |
| EXECUTIVE DIRECTOR | | | | | | |
| | | | | | | |
8 | TO AUTHORISE THE BOARD (THE “BOARD”) | For | None | 41000 | 0 | 0 | 0 |
| OF DIRECTORS TO FIX THE REMUNERATION | | | | | | |
| OF THE DIRECTORS | | | | | | |
| | | | | | | |
9 | TO RE-APPOINT KPMG AS THE AUDITOR FOR | For | None | 41000 | 0 | 0 | 0 |
| THE YEAR ENDING 31 DECEMBER 2021 AND | | | | | | |
| TO AUTHORISE THE BOARD TO FIX THEIR | | | | | | |
| REMUNERATION | | | | | | |
| | | | | | | |
10 | TO GRANT A GENERAL AND UNCONDITIONAL | For | None | 41000 | 0 | 0 | 0 |
| MANDATE TO THE DIRECTORS TO ALLOT, | | | | | | |
| ISSUE AND DEAL WITH ADDITIONAL SHARES | | | | | | |
| IN THE COMPANY NOT EXCEEDING 20% OF | | | | | | |
| THE AGGREGATE NOMINAL AMOUNT OF THE | | | | | | |
| SHARE CAPITAL OF THE COMPANY IN ISSUE | | | | | | |
| AS AT THE DATE OF THE PASSING OF THE | | | | | | |
| RELEVANT RESOLUTION | | | | | | |
| | | | | | | |
11 | TO GRANT A GENERAL AND UNCONDITIONAL | For | None | 41000 | 0 | 0 | 0 |
| MANDATE TO THE DIRECTORS TO | | | | | | |
| REPURCHASE SHARES IN THE COMPANY | | | | | | |
| NOT EXCEEDING 10% OF THE AGGREGATE | | | | | | |
| NOMINAL AMOUNT OF THE SHARE CAPITAL | | | | | | |
| OF THE COMPANY IN ISSUE AS AT THE DATE | | | | | | |
| OF THE PASSING OF THE RELEVANT | | | | | | |
| RESOLUTION | | | | | | |
| | | | | | | |
12 | CONDITIONAL UPON RESOLUTIONS 6 AND 7 | For | None | 41000 | 0 | 0 | 0 |
| BEING PASSED, THE GENERAL AND | | | | | | |
| UNCONDITIONAL MANDATE GRANTED TO | | | | | | |
| THE DIRECTORS TO ALLOT, ISSUE AND DEAL | | | | | | |
| WITH ADDITIONAL SHARES IN THE COMPANY | | | | | | |
| PURSUANT TO RESOLUTION 6 BE EXTENDED | | | | | | |
| BY THE ADDITION THERETO OF AN AMOUNT | | | | | | |
| REPRESENTING THE AGGREGATE NOMINAL | | | | | | |
| AMOUNT OF THE SHARE CAPITAL OF THE | | | | | | |
| COMPANY REPURCHASED BY THE COMPANY | | | | | | |
| UNDER THE AUTHORITY GRANTED | | | | | | |
| PURSUANT TO RESOLUTION 7 | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
2 | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC | None | None | | Non Voting | | |
| 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. | | | | | | |
| | | | | | | |
3 | INFORMATION ON COUNTER PROPOSALS CAN BE | None | None | | 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. | | | | | | |
| | | | | | | |
4 | FROM 10TH FEBRUARY, BROADRIDGE WILL CODE ALL | None | None | | Non Voting | | |
| 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. | | | | | | |
| | | | | | | |
5 | RECEIVE FINANCIAL STATEMENTS AND STATUTORY | None | None | | Non Voting | | |
| REPORTS FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
6 | APPROVE ALLOCATION OF INCOME AND | For | None | 235 | 0 | 0 | 0 |
| OMISSION OF DIVIDENDS | | | | | | |
| | | | | | | |
7 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER NIKOLAI SETZER FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
8 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER ELMAR DEGENHART FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
9 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER HANS-JUERGEN DUENSING | | | | | | |
| FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
10 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER FRANK JOURDAN FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
11 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER CHRISTIAN KOETZ FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
12 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER HELMUT MATSCHI FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
13 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER ARIANE REINHART FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
14 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER WOLFGANG SCHAEFER | | | | | | |
| FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
15 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER ANDREAS WOLF FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
16 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER WOLFGANG REITZLE FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
17 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER HASAN ALLAK FOR FISCAL | | | | | | |
| YEAR 2020 | | | | | | |
| | | | | | | |
18 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER CHRISTIANE BENNER FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
19 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER GUNTER DUNKEL FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
20 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER FRANCESCO GRIOLI FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
21 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER MICHAEL IGLHAUT FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
22 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER SATISH KHATU FOR FISCAL | | | | | | |
| YEAR 2020 | | | | | | |
| | | | | | | |
23 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER ISABEL KNAUF FOR FISCAL | | | | | | |
| YEAR 2020 | | | | | | |
| | | | | | | |
24 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER SABINE NEUSS FOR FISCAL | | | | | | |
| YEAR 2020 | | | | | | |
| | | | | | | |
25 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER ROLF NONNENMACHER | | | | | | |
| FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
26 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER DIRK NORDMANN FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
27 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER LORENZ PFAU FOR FISCAL | | | | | | |
| YEAR 2020 | | | | | | |
| | | | | | | |
28 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER KLAUS ROSENFELD FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
29 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER GEORG SCHAEFFLER FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
30 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER MARIA-ELISABETH | | | | | | |
| SCHAEFFLER-THUMANN FOR FISCAL YEAR | | | | | | |
| 2020 | | | | | | |
| | | | | | | |
31 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER JOERG SCHOENFELDER | | | | | | |
| FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
32 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER STEFAN SCHOLZ FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
33 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER KIRSTEN VOERKELFOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
34 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER ELKE VOLKMANN FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
35 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 235 | 0 | 0 | 0 |
| BOARD MEMBER SIEGFRIED WOLF FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
36 | RATIFY PRICEWATERHOUSECOOPERS | For | None | 235 | 0 | 0 | 0 |
| GMBH AS AUDITORS FOR FISCAL YEAR 2021 | | | | | | |
| | | | | | | |
37 | AMEND ARTICLES OF ASSOCIATION | For | None | 235 | 0 | 0 | 0 |
| | | | | | | |
38 | APPROVE SPIN-OFF AND TAKEOVER | For | None | 235 | 0 | 0 | 0 |
| AGREEMENT WITH VITESCO TECHNOLOGIES | | | | | | |
| GROUP AKTIENGESELLSCHAFT | | | | | | |
| | | | | | | |
39 | INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT | None | None | | Non Voting | | |
| IF YOU ARE CLASSIFIED AS AN INTERMEDIARY | | | | | | |
| CLIENT UNDER THE SHAREHOLDER RIGHTS | | | | | | |
| DIRECTIVE II, YOU SHOULD BE PROVIDING THE | | | | | | |
| UNDERLYING SHAREHOLDER INFORMATION AT THE | | | | | | |
| VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON | | | | | | |
| HOW TO PROVIDE THIS LEVEL OF DATA TO | | | | | | |
| BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE | | | | | | |
| SPEAK TO YOUR DEDICATED CLIENT SERVICE | | | | | | |
| REPRESENTATIVE FOR ASSISTANCE | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
2 | CONSIDERATION OF THE CONSOLIDATED | For | None | 3771 | 0 | 0 | 0 |
| MANAGEMENT REPORT AND RELATED | | | | | | |
| MANAGEMENT CERTIFICATIONS ON THE | | | | | | |
| COMPANY’S CONSOLIDATED FINANCIAL | | | | | | |
| STATEMENTS AS OF AND FOR THE YEAR | | | | | | |
| ENDED 31ST DECEMBER 2020, AND ON THE | | | | | | |
| ANNUAL ACCOUNTS AS AT 31ST DECEMBER | | | | | | |
| 2020, AND OF THE EXTERNAL AUDITORS’ | | | | | | |
| REPORTS ON SUCH CONSOLIDATED | | | | | | |
| FINANCIAL STATEMENTS AND ANNUAL | | | | | | |
| ACCOUNTS | | | | | | |
| | | | | | | |
3 | APPROVAL OF THE COMPANY’S | For | None | 3771 | 0 | 0 | 0 |
| CONSOLIDATED FINANCIAL STATEMENTS AS | | | | | | |
| OF AND FOR THE YEAR ENDED 31ST | | | | | | |
| DECEMBER 2020 | | | | | | |
| | | | | | | |
4 | APPROVAL OF THE COMPANY’S ANNUAL | For | None | 3771 | 0 | 0 | 0 |
| ACCOUNTS AS AT 31ST DECEMBER 2020 | | | | | | |
| | | | | | | |
5 | ALLOCATION OF RESULTS AND APPROVAL | For | None | 3771 | 0 | 0 | 0 |
| OF DIVIDEND PAYMENT FOR THE YEAR | | | | | | |
| ENDED 31ST DECEMBER 2020 | | | | | | |
| | | | | | | |
6 | DISCHARGE OF THE MEMBERS OF THE | For | None | 3771 | 0 | 0 | 0 |
| BOARD OF DIRECTORS FOR THE EXERCISE | | | | | | |
| OF THEIR MANDATE THROUGHOUT THE | | | | | | |
| YEAR ENDED 31ST DECEMBER 2020 | | | | | | |
| | | | | | | |
7 | ELECTION OF THE MEMBERS OF THE BOARD | For | None | 3771 | 0 | 0 | 0 |
| OF DIRECTORS | | | | | | |
| | | | | | | |
| | | | | | | |
8 | APPROVAL OF THE COMPENSATION | For | None | 3771 | 0 | 0 | 0 |
| PAYABLE TO THE MEMBERS OF THE BOARD | | | | | | |
| OF DIRECTORS FOR THE YEAR ENDING 31ST | | | | | | |
| DECEMBER 2021 | | | | | | |
| | | | | | | |
9 | APPROVAL OF THE COMPANY’S | For | None | 3771 | 0 | 0 | 0 |
| COMPENSATION REPORT FOR THE YEAR | | | | | | |
| ENDED 31ST DECEMBER 2020 | | | | | | |
| | | | | | | |
10 | APPOINTMENT OF THE EXTERNAL AUDITORS | For | None | 3771 | 0 | 0 | 0 |
| FOR THE FISCAL YEAR ENDING 31ST | | | | | | |
| DECEMBER 2021, AND APPROVAL OF THEIR | | | | | | |
| FEES | | | | | | |
| | | | | | | |
11 | AUTHORIZATION TO THE BOARD OF | For | None | 3771 | 0 | 0 | 0 |
| DIRECTORS TO CAUSE THE DISTRIBUTION | | | | | | |
| OF ALL SHAREHOLDER COMMUNICATIONS, | | | | | | |
| INCLUDING ITS SHAREHOLDER MEETING | | | | | | |
| AND PROXY MATERIALS AND ANNUAL | | | | | | |
| REPORTS TO SHAREHOLDERS, BY SUCH | | | | | | |
| ELECTRONIC MEANS AS IS PERMITTED BY | | | | | | |
| ANY APPLICABLE LAWS OR REGULATIONS | | | | | | |
| | | | | | | |
12 | 05 APR 2021: PLEASE NOTE THAT THIS IS A REVISION | None | None | | Non Voting | | |
| DUE TO RECEIPT OF RECORD DATE. IF YOU HAVE | | | | | | |
| ALREADY SENT IN YOUR VOTES, PLEASE DO NOT | | | | | | |
| VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR | | | | | | |
| ORIGINAL INSTRUCTIONS. THANK YOU. | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
2 | FROM 10TH FEBRUARY, BROADRIDGE WILL CODE ALL | None | None | | Non Voting | | |
| 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. | | | | | | |
| | | | | | | |
3 | PLEASE NOTE THAT FOLLOWING THE AMENDMENT | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
4 | THE VOTE/REGISTRATION DEADLINE AS DISPLAYED | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
5 | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
6 | FURTHER INFORMATION ON COUNTER PROPOSALS | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
7 | RECEIVE FINANCIAL STATEMENTS AND STATUTORY | None | None | | Non Voting | | |
| REPORTS FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
8 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 2222 | 0 | 0 | 0 |
| BOARD FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
9 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 2222 | 0 | 0 | 0 |
| BOARD FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
10 | ELECT ANGELA TITZRATH TO THE | For | None | 2222 | 0 | 0 | 0 |
| SUPERVISORY BOARD | | | | | | |
| | | | | | | |
11 | ELECT MICHAEL KERKLOH TO THE | For | None | 2222 | 0 | 0 | 0 |
| SUPERVISORY BOARD | | | | | | |
| | | | | | | |
| | | | | | | |
12 | ELECT BRITTA SEEGER TO THE | For | None | 2222 | 0 | 0 | 0 |
| SUPERVISORY BOARD | | | | | | |
| | | | | | | |
13 | APPROVE REMUNERATION OF | For | None | 2222 | 0 | 0 | 0 |
| SUPERVISORY BOARD | | | | | | |
| | | | | | | |
14 | APPROVE ISSUANCE OF WARRANTS/BONDS | For | None | 2222 | 0 | 0 | 0 |
| WITH WARRANTS ATTACHED/CONVERTIBLE | | | | | | |
| BONDS WITHOUT PREEMPTIVE RIGHTS UP | | | | | | |
| TO AGGREGATE NOMINAL AMOUNT OF EUR | | | | | | |
| 1.5 BILLION; APPROVE CREATION OF EUR | | | | | | |
| 153 MILLION POOL OF CAPITAL TO | | | | | | |
| GUARANTEE CONVERSION RIGHTS | | | | | | |
| | | | | | | |
15 | APPROVE CREATION OF EUR 5.5 BILLION | For | None | 2222 | 0 | 0 | 0 |
| POOL OF CAPITAL WITH PREEMPTIVE | | | | | | |
| RIGHTS | | | | | | |
| | | | | | | |
16 | RATIFY ERNST & YOUNG GMBH AS | For | None | 2222 | 0 | 0 | 0 |
| AUDITORS FOR FISCAL YEAR 2021 | | | | | | |
| | | | | | | |
17 | 08 APR 2021: PLEASE NOTE THAT IF YOU HOLD | None | None | | Non Voting | | |
| CREST DEPOSITORY INTERESTS (CDIS) AND | | | | | | |
| PARTICIPATE AT THIS MEETING, YOU (OR YOUR | | | | | | |
| CREST SPONSORED MEMBER/CUSTODIAN) WILL BE | | | | | | |
| REQUIRED TO INSTRUCT A TRANSFER OF THE | | | | | | |
| RELEVANT CDIS TO THE ESCROW ACCOUNT | | | | | | |
| SPECIFIED IN THE ASSOCIATED CORPORATE EVENT | | | | | | |
| IN THE CREST SYSTEM. THIS TRANSFER WILL NEED | | | | | | |
| TO BE COMPLETED BY THE SPECIFIED CREST | | | | | | |
| SYSTEM DEADLINE. ONCE THIS TRANSFER HAS | | | | | | |
| SETTLED, THE CDIS WILL BE BLOCKED IN THE CREST | | | | | | |
| SYSTEM. THE CDIS WILL BE RELEASED FROM | | | | | | |
| ESCROW AS SOON AS PRACTICABLE ON THE | | | | | | |
| BUSINESS DAY PRIOR TO MEETING DATE UNLESS | | | | | | |
| OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO | | | | | | |
| BE ACCEPTED, THE VOTED POSITION MUST BE | | | | | | |
| BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN | | | | | | |
| THE CREST SYSTEM. BY VOTING ON THIS MEETING, | | | | | | |
| YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY | | | | | | |
| USE YOUR VOTE INSTRUCTION AS THE | | | | | | |
| AUTHORIZATION TO TAKE THE NECESSARY ACTION | | | | | | |
| WHICH WILL INCLUDE TRANSFERRING YOUR | | | | | | |
| INSTRUCTED POSITION TO ESCROW. PLEASE | | | | | | |
| CONTACT YOUR CREST SPONSORED | | | | | | |
| MEMBER/CUSTODIAN DIRECTLY FOR FURTHER | | | | | | |
| INFORMATION ON THE CUSTODY PROCESS AND | | | | | | |
| WHETHER OR NOT THEY REQUIRE SEPARATE | | | | | | |
| INSTRUCTIONS FROM YOU | | | | | | |
| | | | | | | |
18 | 08 APR 2021: PLEASE NOTE THAT THIS IS A REVISION | None | None | | Non Voting | | |
| 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 | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
| | | | | | | |
1 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
2 | FROM 10TH FEBRUARY, BROADRIDGE WILL CODE ALL | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
3 | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
4 | INFORMATION ON COUNTER PROPOSALS CAN BE | None | None | | 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 | | | | | | |
| | | | | | | |
5 | RECEIVE FINANCIAL STATEMENTS AND STATUTORY | None | None | | Non Voting | | |
| REPORTS FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
6 | APPROVE ALLOCATION OF INCOME AND | For | None | 2040 | 0 | 0 | 0 |
| DIVIDENDS OF EUR 1.10 PER SHARE | | | | | | |
| | | | | | | |
7 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 2040 | 0 | 0 | 0 |
| BOARD FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
8 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 2040 | 0 | 0 | 0 |
| BOARD FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
9 | RATIFY EBNER STOLZ GMBH CO. KG AS | For | None | 2040 | 0 | 0 | 0 |
| AUDITORS FOR FISCAL YEAR 2021 | | | | | | |
| | | | | | | |
10 | APPROVE REMUNERATION POLICY | For | None | 2040 | 0 | 0 | 0 |
| | | | | | | |
11 | APPROVE REMUNERATION OF | For | None | 2040 | 0 | 0 | 0 |
| SUPERVISORY BOARD | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS | None | None | | Non Voting | | |
| ARE REQUIRED FOR THIS MEETING. IF NO | | | | | | |
| BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY BE REJECTED. THANK YOU. | | | | | | |
| | | | | | | |
2 | PLEASE NOTE THAT THIS IS AN AMENDMENT TO | None | None | | Non Voting | | |
| MEETING ID 516703 DUE TO RECEIVED RESOLUTION 1 | | | | | | |
| IS SINGLE VOTING ITEM. ALL VOTES RECEIVED ON | | | | | | |
| THE PREVIOUS MEETING WILL BE DISREGARDED AND | | | | | | |
| YOU WILL NEED TO REINSTRUCT ON THIS MEETING | | | | | | |
| NOTICE. THANK YOU. | | | | | | |
| | | | | | | |
3 | APPROVAL OF THE ANNUAL REPORT 2020 | For | None | 110 | 0 | 0 | 0 |
| | | | | | | |
4 | DISCHARGE OF THE BOARD OF DIRECTORS | For | None | 110 | 0 | 0 | 0 |
| AND THE GROUP MANAGEMENT BOARD | | | | | | |
| | | | | | | |
5 | RESOLUTION FOR THE APPROPRIATION OF | For | None | 110 | 0 | 0 | 0 |
| THE AVAILABLE EARNINGS | | | | | | |
| | | | | | | |
6 | APPROVAL OF COMPENSATION: APPROVAL | For | None | 110 | 0 | 0 | 0 |
| OF FIXED COMPENSATION FOR FUNCTIONS | | | | | | |
| OF THE BOARD OF DIRECTORS | | | | | | |
| | | | | | | |
7 | APPROVAL OF COMPENSATION: APPROVAL | For | None | 110 | 0 | 0 | 0 |
| OF FIXED COMPENSATION FOR EXECUTIVE | | | | | | |
| FUNCTIONS OF THE MEMBERS OF THE | | | | | | |
| BOARD OF DIRECTORS | | | | | | |
| | | | | | | |
8 | APPROVAL OF COMPENSATION: APPROVAL | For | None | 110 | 0 | 0 | 0 |
| OF FIXED COMPENSATION OF THE | | | | | | |
| MEMBERS OF THE EXECUTIVE GROUP | | | | | | |
| MANAGEMENT BOARD AND OF THE | | | | | | |
| EXTENDED GROUP MANAGEMENT BOARD | | | | | | |
| FOR THE BUSINESS YEAR 2021 | | | | | | |
| | | | | | | |
9 | APPROVAL OF COMPENSATION: APPROVAL | For | None | 110 | 0 | 0 | 0 |
| OF VARIABLE COMPENSATION OF THE | | | | | | |
| EXECUTIVE MEMBERS OF THE BOARD OF | | | | | | |
| DIRECTORS FOR THE BUSINESS YEAR 2020 | | | | | | |
| | | | | | | |
10 | APPROVAL OF COMPENSATION: APPROVAL | For | None | 110 | 0 | 0 | 0 |
| OF VARIABLE COMPENSATION OF THE | | | | | | |
| MEMBERS OF THE EXECUTIVE GROUP | | | | | | |
| MANAGEMENT BOARD AND OF THE | | | | | | |
| EXTENDED GROUP MANAGEMENT BOARD | | | | | | |
| FOR THE BUSINESS YEAR 2020 | | | | | | |
| | | | | | | |
11 | RE-ELECTION OF THE MEMBER OF THE | For | None | 110 | 0 | 0 | 0 |
| BOARD OF DIRECTORS: MRS. NAYLA HAYEK | | | | | | |
| | | | | | | |
12 | RE-ELECTION OF THE MEMBER OF THE | For | None | 110 | 0 | 0 | 0 |
| BOARD OF DIRECTORS: MR. ERNST TANNER | | | | | | |
| | | | | | | |
13 | RE-ELECTION OF THE MEMBER OF THE | For | None | 110 | 0 | 0 | 0 |
| BOARD OF DIRECTORS: MRS. DANIELA | | | | | | |
| AESCHLIMANN | | | | | | |
| | | | | | | |
14 | RE-ELECTION OF THE MEMBER OF THE | For | None | 110 | 0 | 0 | 0 |
| BOARD OF DIRECTORS: MR. GEORGES N. | | | | | | |
| HAYEK | | | | | | |
| | | | | | | |
15 | RE-ELECTION OF THE MEMBER OF THE | For | None | 110 | 0 | 0 | 0 |
| BOARD OF DIRECTORS: MR. CLAUDE | | | | | | |
| NICOLLIER | | | | | | |
| | | | | | | |
16 | RE-ELECTION OF THE MEMBER OF THE | For | None | 110 | 0 | 0 | 0 |
| BOARD OF DIRECTORS: MR. JEAN-PIERRE | | | | | | |
| ROTH | | | | | | |
| | | | | | | |
17 | RE-ELECTION OF THE MEMBER OF THE | For | None | 110 | 0 | 0 | 0 |
| BOARD OF DIRECTORS: MRS. NAYLA HAYEK | | | | | | |
| AS CHAIR OF THE BOARD OF DIRECTORS | | | | | | |
| | | | | | | |
18 | RE-ELECTION TO THE COMPENSATION | For | None | 110 | 0 | 0 | 0 |
| COMMITTEE: MRS. NAYLA HAYEK | | | | | | |
| | | | | | | |
19 | RE-ELECTION TO THE COMPENSATION | For | None | 110 | 0 | 0 | 0 |
| COMMITTEE: MR. ERNST TANNER | | | | | | |
| | | | | | | |
20 | RE-ELECTION TO THE COMPENSATION | For | None | 110 | 0 | 0 | 0 |
| COMMITTEE: MRS. DANIELA AESCHLIMANN | | | | | | |
| | | | | | | |
21 | RE-ELECTION TO THE COMPENSATION | For | None | 110 | 0 | 0 | 0 |
| COMMITTEE: MR. GEORGES N. HAYEK | | | | | | |
| | | | | | | |
22 | RE-ELECTION TO THE COMPENSATION | For | None | 110 | 0 | 0 | 0 |
| COMMITTEE: MR. CLAUDE NICOLLIER | | | | | | |
| | | | | | | |
23 | RE-ELECTION TO THE COMPENSATION | For | None | 110 | 0 | 0 | 0 |
| COMMITTEE: MR. JEAN-PIERRE ROTH | | | | | | |
| | | | | | | |
24 | ELECTION OF THE INDEPENDENT | For | None | 110 | 0 | 0 | 0 |
| REPRESENTATIVE: MR BERNHARD | | | | | | |
| LEHMANN, P.O.BOX, CH-8032 ZURICH | | | | | | |
| | | | | | | |
25 | ELECTION OF THE STATUTORY AUDITORS: | For | None | 110 | 0 | 0 | 0 |
| PRICEWATERHOUSECOOPERS LTD | | | | | | |
| | | | | | | |
26 | CHANGE OF ARTICLES OF ASSOCIATION: | For | None | 110 | 0 | 0 | 0 |
| ARTICLE 12, ARTICEL 13 | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
2 | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
3 | INFORMATION ON COUNTER PROPOSALS CAN BE | None | None | | 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 | | | | | | |
| | | | | | | |
4 | FROM 10TH FEBRUARY, BROADRIDGE WILL CODE ALL | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
5 | RECEIVE FINANCIAL STATEMENTS AND STATUTORY | None | None | | Non Voting | | |
| REPORTS FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
6 | APPROVE ALLOCATION OF INCOME AND | For | None | 1054 | 0 | 0 | 0 |
| DIVIDENDS OF EUR 0.05 PER SHARE | | | | | | |
| | | | | | | |
7 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 1054 | 0 | 0 | 0 |
| BOARD MEMBER RALPH DOMMERMUTH FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
8 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 1054 | 0 | 0 | 0 |
| BOARD MEMBER MARKUS HUHN FOR FISCAL | | | | | | |
| YEAR 2020 | | | | | | |
| | | | | | | |
9 | APPROVE DISCHARGE OF MANAGEMENT | For | None | 1054 | 0 | 0 | 0 |
| BOARD MEMBER ALESSANDRO NAVA FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
10 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 1054 | 0 | 0 | 0 |
| BOARD MEMBER KURT DOBITSCH FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
11 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 1054 | 0 | 0 | 0 |
| BOARD MEMBER KAI-UWE RICKE FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
12 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 1054 | 0 | 0 | 0 |
| BOARD MEMBER MICHAEL SCHEEREN FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
13 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 1054 | 0 | 0 | 0 |
| BOARD MEMBER CLAUDIA BORGAS-HEROLD | | | | | | |
| FOR FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
14 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 1054 | 0 | 0 | 0 |
| BOARD MEMBER VLASIOS CHOULIDIS FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
15 | APPROVE DISCHARGE OF SUPERVISORY | For | None | 1054 | 0 | 0 | 0 |
| BOARD MEMBER NORBERT LANG FOR | | | | | | |
| FISCAL YEAR 2020 | | | | | | |
| | | | | | | |
16 | RATIFY ERNST & YOUNG GMBH AS | For | None | 1054 | 0 | 0 | 0 |
| AUDITORS FOR FISCAL YEAR 2021 | | | | | | |
| | | | | | | |
17 | ELECT MATTHIAS BALDERMANN TO THE | For | None | 1054 | 0 | 0 | 0 |
| SUPERVISORY BOARD | | | | | | |
| | | | | | | |
18 | APPROVE REMUNERATION POLICY | For | None | 1054 | 0 | 0 | 0 |
| | | | | | | |
19 | APPROVE REMUNERATION OF | For | None | 1054 | 0 | 0 | 0 |
| SUPERVISORY BOARD | | | | | | |
| | | | | | | |
20 | AMEND ARTICLES RE: PROOF OF | For | None | 1054 | 0 | 0 | 0 |
| ENTITLEMENT | | | | | | |
| | | | | | | |
21 | CHANGE COMPANY NAME TO 1&1 AG | For | None | 1054 | 0 | 0 | 0 |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | MARKET RULES REQUIRE DISCLOSURE OF | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
2 | IMPORTANT MARKET PROCESSING REQUIREMENT: | None | None | | Non Voting | | |
| POWER OF ATTORNEY (POA) REQUIREMENTS VARY | | | | | | |
| BY CUSTODIAN. GLOBAL CUSTODIANS MAY HAVE A | | | | | | |
| POA IN PLACE WHICH WOULD ELIMINATE THE NEED | | | | | | |
| FOR THE INDIVIDUAL BENEFICIAL OWNER POA. IN | | | | | | |
| THE ABSENCE OF THIS ARRANGEMENT, AN | | | | | | |
| INDIVIDUAL BENEFICIAL OWNER POA MAY BE | | | | | | |
| REQUIRED. IF YOU HAVE ANY QUESTIONS PLEASE | | | | | | |
| CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. | | | | | | |
| THANK YOU | | | | | | |
| | | | | | | |
3 | SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT | None | None | | Non Voting | | |
| NEED TO BE RE-REGISTERED IN THE BENEFICIAL | | | | | | |
| OWNERS NAME TO BE ALLOWED TO VOTE AT | | | | | | |
| MEETINGS. SHARES WILL BE TEMPORARILY | | | | | | |
| TRANSFERRED TO A SEPARATE ACCOUNT IN THE | | | | | | |
| BENEFICIAL OWNER’S NAME ON THE PROXY | | | | | | |
| DEADLINE AND TRANSFERRED BACK TO THE | | | | | | |
| OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE | | | | | | |
| MEETING | | | | | | |
| | | | | | | |
4 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
5 | PLEASE NOTE THAT THIS IS AN AMENDMENT TO | None | None | | Non Voting | | |
| MEETING ID 572777 DUE TO RECEIVED CHANGE IN | | | | | | |
| CODE FOR RESOLUTION 1. 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 | | | | | | |
| | | | | | | |
6 | OPENING OF THE MEETING BY ANDREAS MELLBYE, | None | None | | Non Voting | | |
| REGISTRATION OF ATTENDING SHAREHOLDERS AND | | | | | | |
| SHARES REPRESENTED BY PROXY | | | | | | |
| | | | | | | |
7 | ELECTION OF A PERSON TO CHAIR THE | For | None | 32800 | 0 | 0 | 0 |
| MEETING AND OF A PERSON TO SIGN THE | | | | | | |
| MINUTES TOGETHER WITH THE CHAIRMAN | | | | | | |
| OF THE MEETING | | | | | | |
| | | | | | | |
8 | APPROVAL OF THE NOTICE AND AGENDA | For | None | 32800 | 0 | 0 | 0 |
| | | | | | | |
9 | APPROVAL OF THE ANNUAL ACCOUNTS AND | For | None | 32800 | 0 | 0 | 0 |
| THE ANNUAL REPORT FOR DNO ASA AND | | | | | | |
| THE GROUP FOR THE FINANCIAL YEAR 2020 | | | | | | |
| | | | | | | |
10 | ELECTION OF MEMBERS TO THE BOARD, | For | None | 32800 | 0 | 0 | 0 |
| INCLUDING EXECUTIVE CHAIRMAN AND | | | | | | |
| DEPUTY CHAIRMAN: BIJAN MOSSAVAR | | | | | | |
| RAHMANI (EXECUTIVE CHAIRMAN) | | | | | | |
| | | | | | | |
11 | ELECTION OF MEMBERS TO THE BOARD, | For | None | 32800 | 0 | 0 | 0 |
| INCLUDING EXECUTIVE CHAIRMAN AND | | | | | | |
| DEPUTY CHAIRMAN: LARS ARNE TAKLA | | | | | | |
| (DEPUTY CHAIRMAN) | | | | | | |
| | | | | | | |
12 | ELECTION OF MEMBERS TO THE BOARD, | For | None | 32800 | 0 | 0 | 0 |
| INCLUDING EXECUTIVE CHAIRMAN AND | | | | | | |
| DEPUTY CHAIRMAN: GUNNAR HIRSTI | | | | | | |
| (MEMBER) | | | | | | |
| | | | | | | |
13 | ELECTION OF MEMBERS TO THE BOARD, | For | None | 32800 | 0 | 0 | 0 |
| INCLUDING EXECUTIVE CHAIRMAN AND | | | | | | |
| DEPUTY CHAIRMAN: SHELLEY MARGARET | | | | | | |
| WATSON (MEMBER) | | | | | | |
| | | | | | | |
14 | ELECTION OF MEMBERS TO THE BOARD, | For | None | 32800 | 0 | 0 | 0 |
| INCLUDING EXECUTIVE CHAIRMAN AND | | | | | | |
| DEPUTY CHAIRMAN: ELIN KARFJELL | | | | | | |
| (MEMBER) | | | | | | |
| | | | | | | |
15 | DETERMINATION OF THE REMUNERATION | For | None | 32800 | 0 | 0 | 0 |
| TO THE MEMBERS OF THE BOARD, THE | | | | | | |
| AUDIT COMMITTEE, THE HSSE COMMITTEE | | | | | | |
| AND THE REMUNERATION COMMITTEE | | | | | | |
| | | | | | | |
16 | DETERMINATION OF THE REMUNERATION | For | None | 32800 | 0 | 0 | 0 |
| TO THE MEMBERS OF THE NOMINATION | | | | | | |
| COMMITTEE | | | | | | |
| | | | | | | |
17 | APPROVAL OF THE AUDITORS FEE | For | None | 32800 | 0 | 0 | 0 |
| | | | | | | |
18 | AUTHORISATION TO THE BOARD TO DECIDE | For | None | 32800 | 0 | 0 | 0 |
| TO DISTRIBUTE DIVIDENDS TO | | | | | | |
| SHAREHOLDERS IN 2021 AND 2022 | | | | | | |
| | | | | | | |
19 | AUTHORISATION TO THE BOARD TO | For | None | 32800 | 0 | 0 | 0 |
| INCREASE THE SHARE CAPITAL | | | | | | |
| | | | | | | |
20 | AUTHORISATION TO THE BOARD TO | For | None | 32800 | 0 | 0 | 0 |
| ACQUIRE TREASURY SHARES | | | | | | |
| | | | | | | |
21 | AUTHORISATION TO THE BOARD TO ISSUE | For | None | 32800 | 0 | 0 | 0 |
| CONVERTIBLE BONDS | | | | | | |
| | | | | | | |
22 | PLEASE NOTE THAT IF YOU HOLD CREST | None | None | | Non Voting | | |
| DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE AT | | | | | | |
| THIS MEETING, YOU (OR YOUR CREST SPONSORED | | | | | | |
| MEMBER/CUSTODIAN) WILL BE REQUIRED TO | | | | | | |
| INSTRUCT A TRANSFER OF THE RELEVANT CDIS TO | | | | | | |
| THE ESCROW ACCOUNT SPECIFIED IN THE | | | | | | |
| ASSOCIATED CORPORATE EVENT IN THE CREST | | | | | | |
| SYSTEM. THIS TRANSFER WILL NEED TO BE | | | | | | |
| COMPLETED BY THE SPECIFIED CREST SYSTEM | | | | | | |
| DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE | | | | | | |
| CDIS WILL BE BLOCKED IN THE CREST SYSTEM. THE | | | | | | |
| CDIS WILL BE RELEASED FROM ESCROW AS SOON | | | | | | |
| AS PRACTICABLE ON THE BUSINESS DAY PRIOR TO | | | | | | |
| MEETING DATE UNLESS OTHERWISE SPECIFIED. IN | | | | | | |
| ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED | | | | | | |
| POSITION MUST BE BLOCKED IN THE REQUIRED | | | | | | |
| ESCROW ACCOUNT IN THE CREST SYSTEM. BY | | | | | | |
| VOTING ON THIS MEETING, YOUR CREST | | | | | | |
| SPONSORED MEMBER/CUSTODIAN MAY USE YOUR | | | | | | |
| VOTE INSTRUCTION AS THE AUTHORIZATION TO | | | | | | |
| | | | | | | |
| TAKE THE NECESSARY ACTION WHICH WILL INCLUDE | | | | | | |
| TRANSFERRING YOUR INSTRUCTED POSITION TO | | | | | | |
| ESCROW. PLEASE CONTACT YOUR CREST | | | | | | |
| SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR | | | | | | |
| FURTHER INFORMATION ON THE CUSTODY PROCESS | | | | | | |
| AND WHETHER OR NOT THEY REQUIRE SEPARATE | | | | | | |
| INSTRUCTIONS FROM YOU | | | | | | |
| | | | | | | |
23 | 10 MAY 2021: PLEASE NOTE THAT THIS IS A REVISION | None | None | | Non Voting | | |
| DUE TO DUE CHANGE IN NUMBERING FOR | | | | | | |
| RESOLUTION 5a TO 5e. IF YOU HAVE ALREADY SENT | | | | | | |
| IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN | | | | | | |
| UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL | | | | | | |
| INSTRUCTIONS. THANK YOU | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | IMPORTANT MARKET PROCESSING REQUIREMENT: A | None | None | | Non Voting | | |
| 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 | | | | | | |
| | | | | | | |
2 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
3 | OPENING OF THE GENERAL MEETING | None | None | | Non Voting | | |
| | | | | | | |
4 | ELECTION OF THE CHAIRMAN OF THE | For | None | 1738 | 0 | 0 | 0 |
| GENERAL MEETING | | | | | | |
| | | | | | | |
5 | CONFIRMATION THAT THE GENERAL | For | None | 1738 | 0 | 0 | 0 |
| MEETING HAS BEEN PROPERLY CONVENED | | | | | | |
| AND IS CAPABLE OF ADOPTING | | | | | | |
| RESOLUTIONS | | | | | | |
| | | | | | | |
6 | ADOPTION OF THE AGENDA | For | None | 1738 | 0 | 0 | 0 |
| | | | | | | |
7 | ELECTION OF THE RETURNING COMMITTEE | For | None | 1738 | 0 | 0 | 0 |
| | | | | | | |
8 | CONSIDERATION OF THE MANAGEMENT | For | None | 1738 | 0 | 0 | 0 |
| BOARD REPORT ON THE ACTIVITIES OF THE | | | | | | |
| ORLEN GROUP AND PKN ORLEN S.A. FOR | | | | | | |
| 2020 | | | | | | |
| | | | | | | |
9 | CONSIDERATION OF THE FINANCIAL | For | None | 1738 | 0 | 0 | 0 |
| STATEMENTS OF PKN ORLEN S.A. FOR THE | | | | | | |
| YEAR ENDED DECEMBER 31, 2020, AS WELL | | | | | | |
| AS THE MANAGEMENT BOARD’S REQUEST | | | | | | |
| TO COVER THE NET LOSS FOR THE | | | | | | |
| FINANCIAL YEAR 2020 | | | | | | |
| | | | | | | |
10 | CONSIDERATION OF THE CONSOLIDATED | For | None | 1738 | 0 | 0 | 0 |
| FINANCIAL STATEMENTS OF THE ORLEN | | | | | | |
| GROUP FOR THE YEAR ENDED ON 31 | | | | | | |
| DECEMBER 2020 | | | | | | |
| | | | | | | |
11 | CONSIDERATION OF THE REPORT OF THE | For | None | 1738 | 0 | 0 | 0 |
| SUPERVISORY BOARD OF PKN ORLEN S.A. | | | | | | |
| FOR THE FINANCIAL YEAR 2020 | | | | | | |
| | | | | | | |
12 | PRESENTATION OF THE REPORT ON | For | None | 1738 | 0 | 0 | 0 |
| REPRESENTATION EXPENSES, EXPENSES | | | | | | |
| FOR LEGAL SERVICES, MARKETING | | | | | | |
| SERVICES, PUBLIC RELATIONS AND SOCIAL | | | | | | |
| COMMUNICATION SERVICES, AND | | | | | | |
| MANAGEMENT CONSULTANCY SERVICES | | | | | | |
| FOR 2020 | | | | | | |
| | | | | | | |
13 | ADOPTION OF A RESOLUTION APPROVING | For | None | 1738 | 0 | 0 | 0 |
| THE MANAGEMENT BOARD REPORT ON THE | | | | | | |
| ACTIVITIES OF THE ORLEN GROUP AND PKN | | | | | | |
| ORLEN S.A. FOR 2020 | | | | | | |
| | | | | | | |
14 | ADOPTION OF A RESOLUTION ON THE | For | None | 1738 | 0 | 0 | 0 |
| APPROVAL OF THE FINANCIAL STATEMENTS | | | | | | |
| OF PKN ORLEN S.A. FOR THE YEAR ENDED | | | | | | |
| DECEMBER 31, 2020 | | | | | | |
| | | | | | | |
15 | ADOPTION OF A RESOLUTION ON THE | For | None | 1738 | 0 | 0 | 0 |
| APPROVAL OF THE CONSOLIDATED | | | | | | |
| FINANCIAL STATEMENTS OF THE ORLEN | | | | | | |
| GROUP FOR THE YEAR ENDED DECEMBER | | | | | | |
| 31, 2020 | | | | | | |
| | | | | | | |
16 | ADOPTION OF A RESOLUTION ON THE | For | None | 1738 | 0 | 0 | 0 |
| COVERAGE OF THE NET LOSS FOR THE | | | | | | |
| FINANCIAL YEAR 2020 | | | | | | |
| | | | | | | |
17 | ADOPTION OF A RESOLUTION ON THE LEVEL | For | None | 1738 | 0 | 0 | 0 |
| OF DIVIDEND TO BE PAID IN 2021 AND THE | | | | | | |
| DETERMINATION OF THE DIVIDEND DATE | | | | | | |
| AND PAYMENT DATE | | | | | | |
| | | | | | | |
18 | ADOPTION OF RESOLUTIONS ON THE | For | None | 1738 | 0 | 0 | 0 |
| ACKNOWLEDGMENT OF THE FULFILLMENT | | | | | | |
| OF DUTIES BY MEMBERS OF THE | | | | | | |
| COMPANY’S MANAGEMENT BOARD IN 2020 | | | | | | |
| | | | | | | |
19 | ADOPTION OF RESOLUTIONS ON THE | For | None | 1738 | 0 | 0 | 0 |
| ACKNOWLEDGMENT OF THE FULFILLMENT | | | | | | |
| OF DUTIES BY MEMBERS OF THE | | | | | | |
| COMPANY’S SUPERVISORY BOARD IN 2020 | | | | | | |
| | | | | | | |
20 | CONSIDERATION AND ADOPTION OF | For | None | 1738 | 0 | 0 | 0 |
| RESOLUTIONS ON AMENDMENTS TO THE | | | | | | |
| ARTICLES OF ASSOCIATION AND | | | | | | |
| ESTABLISHING THE UNIFORM TEXT OF THE | | | | | | |
| ARTICLES OF ASSOCIATION | | | | | | |
| | | | | | | |
21 | CONSIDERATION AND ADOPTION OF A | For | None | 1738 | 0 | 0 | 0 |
| RESOLUTION REGARDING THE OPINION ON | | | | | | |
| THE REPORT OF THE SUPERVISORY BOARD | | | | | | |
| OF PKN ORLEN S.A. ON THE REMUNERATION | | | | | | |
| OF MEMBERS OF THE MANAGEMENT BOARD | | | | | | |
| AND SUPERVISORY BOARD FOR THE YEARS | | | | | | |
| 2019-2020 | | | | | | |
| | | | | | | |
22 | CLOSING OF THE GENERAL MEETING | None | None | | Non Voting | | |
| | | | | | | |
23 | INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT | None | None | | Non Voting | | |
| IF YOU ARE CLASSIFIED AS AN INTERMEDIARY | | | | | | |
| CLIENT UNDER THE SHAREHOLDER RIGHTS | | | | | | |
| DIRECTIVE II, YOU SHOULD BE PROVIDING THE | | | | | | |
| UNDERLYING SHAREHOLDER INFORMATION AT THE | | | | | | |
| VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON | | | | | | |
| HOW TO PROVIDE THIS LEVEL OF DATA TO | | | | | | |
| BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE | | | | | | |
| SPEAK TO YOUR DEDICATED CLIENT SERVICE | | | | | | |
| REPRESENTATIVE FOR ASSISTANCE | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
| | | | | | | |
1 | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT | None | None | | Non Voting | | |
| 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. | | | | | | |
| | | | | | | |
2 | FOLLOWING CHANGES IN THE FORMAT OF PROXY | None | None | | Non Voting | | |
| 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. | | | | | | |
3 | 26 APR 2021: PLEASE NOTE THAT IF YOU HOLD | None | None | | Non Voting | | |
| CREST DEPOSITORY INTERESTS (CDIs) AND | | | | | | |
| PARTICIPATE AT THIS MEETING, YOU (OR YOUR | | | | | | |
| CREST SPONSORED MEMBER/CUSTODIAN) WILL BE | | | | | | |
| REQUIRED TO INSTRUCT A TRANSFER OF THE | | | | | | |
| RELEVANT CDIs TO THE ESCROW ACCOUNT | | | | | | |
| SPECIFIED IN THE ASSOCIATED CORPORATE EVENT | | | | | | |
| IN THE CREST SYSTEM. THIS TRANSFER WILL NEED | | | | | | |
| TO BE COMPLETED BY THE SPECIFIED CREST | | | | | | |
| SYSTEM DEADLINE. ONCE THIS TRANSFER HAS | | | | | | |
| SETTLED, THE CDIs WILL BE BLOCKED IN THE CREST | | | | | | |
| SYSTEM. THE CDIs WILL BE RELEASED FROM | | | | | | |
| ESCROW AS SOON AS PRACTICABLE ON THE | | | | | | |
| BUSINESS DAY PRIOR TO MEETING DATE UNLESS | | | | | | |
| OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO | | | | | | |
| BE ACCEPTED, THE VOTED POSITION MUST BE | | | | | | |
| BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN | | | | | | |
| THE CREST SYSTEM. BY VOTING ON THIS MEETING, | | | | | | |
| | | | | | | |
| YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY | | | | | | |
| USE YOUR VOTE INSTRUCTION AS THE | | | | | | |
| AUTHORIZATION TO TAKE THE NECESSARY ACTION | | | | | | |
| WHICH WILL INCLUDE TRANSFERRING YOUR | | | | | | |
| INSTRUCTED POSITION TO ESCROW. PLEASE | | | | | | |
| CONTACT YOUR CREST SPONSORED | | | | | | |
| MEMBER/CUSTODIAN DIRECTLY FOR FURTHER | | | | | | |
| INFORMATION ON THE CUSTODY PROCESS AND | | | | | | |
| WHETHER OR NOT THEY REQUIRE SEPARATE | | | | | | |
| INSTRUCTIONS FROM YOU AND PLEASE NOTE THAT | | | | | | |
| SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT | | | | | | |
| THIS MEETING. IF NO SHAREHOLDER DETAILS ARE | | | | | | |
| PROVIDED, YOUR INSTRUCTION MAY CARRY A | | | | | | |
| HEIGHTENED RISK OF BEING REJECTED. THANK YOU | | | | | | |
4 | PLEASE NOTE THAT DUE TO THE CURRENT COVID19 | None | None | | Non Voting | | |
| CRISIS AND IN ACCORDANCE WITH THE PROVISIONS | | | | | | |
| ADOPTED BY THE FRENCH GOVERNMENT UNDER | | | | | | |
| LAW NO. 2020-1379 OF NOVEMBER 14, 2020, | | | | | | |
| EXTENDED AND MODIFIED BY LAW NO 2020-1614 OF | | | | | | |
| DECEMBER 18, 2020 THE GENERAL MEETING WILL | | | | | | |
| TAKE PLACE BEHIND CLOSED DOORS WITHOUT THE | | | | | | |
| PHYSICAL PRESENCE OF THE SHAREHOLDERS. TO | | | | | | |
| COMPLY WITH THESE LAWS, PLEASE DO NOT SUBMIT | | | | | | |
| ANY REQUESTS TO ATTEND THE MEETING IN | | | | | | |
| PERSON. SHOULD THIS SITUATION CHANGE, THE | | | | | | |
| COMPANY ENCOURAGES ALL SHAREHOLDERS TO | | | | | | |
| REGULARLY CONSULT THE COMPANY WEBSITE | | | | | | |
5 | “INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT | None | None | | Non Voting | | |
| IF YOU ARE CLASSIFIED AS AN INTERMEDIARY | | | | | | |
| CLIENT UNDER THE SHAREHOLDER RIGHTS | | | | | | |
| DIRECTIVE II, YOU SHOULD BE PROVIDING THE | | | | | | |
| UNDERLYING SHAREHOLDER INFORMATION AT THE | | | | | | |
| VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON | | | | | | |
| HOW TO PROVIDE THIS LEVEL OF DATA TO | | | | | | |
| BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE | | | | | | |
| SPEAK TO YOUR DEDICATED CLIENT SERVICE | | | | | | |
| REPRESENTATIVE FOR ASSISTANCE” | | | | | | |
| | | | | | | |
6 | 10 MAY 2021: PLEASE NOTE THAT IMPORTANT | None | None | | Non Voting | | |
| ADDITIONAL MEETING INFORMATION IS AVAILABLE BY | | | | | | |
| CLICKING ON THE MATERIAL URL LINK: | | | | | | |
| https://www.journal- | | | | | | |
| officiel.gouv.fr/balo/document/202104232101106-49 AND | | | | | | |
| https://www.journal- | | | | | | |
| officiel.gouv.fr/balo/document/202105102101448-56 AND | | | | | | |
| 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 | | | | | | |
7 | APPROVAL OF THE PARENT COMPANY | For | None | 652 | 0 | 0 | 0 |
| FINANCIAL STATEMENTS FOR THE FISCAL | | | | | | |
| YEAR ENDING DECEMBER 31, 2020 - | | | | | | |
| APPROVAL OF NON-TAX-DEDUCTIBLE | | | | | | |
| EXPENSES AND COSTS | | | | | | |
| | | | | | | |
8 | APPROVAL OF THE CONSOLIDATED | For | None | 652 | 0 | 0 | 0 |
| FINANCIAL STATEMENTS FOR THE FISCAL | | | | | | |
| YEAR ENDING DECEMBER 31, 2020 | | | | | | |
| | | | | | | |
9 | APPROPRIATION OF INCOME FOR THE | For | None | 652 | 0 | 0 | 0 |
| FISCAL YEAR AND SETTING OF THE | | | | | | |
| DIVIDEND | | | | | | |
| | | | | | | |
10 | STATUTORY AUDITORS’ SPECIAL REPORT | For | None | 652 | 0 | 0 | 0 |
| ON RELATED PARTIES AGREEMENTS - | | | | | | |
| AGREEMENTS REFERRED TO IN ARTICLE | | | | | | |
| L.225-38 OF THE FRENCH CODE OF | | | | | | |
| COMMERCE | | | | | | |
| | | | | | | |
11 | RATIFICATION OF THE COOPTATION OF | For | None | 652 | 0 | 0 | 0 |
| JEAN-BERNARD LEVY AS BOARD MEMBER | | | | | | |
| | | | | | | |
12 | RENEWAL OF PATRICK KOLLER AS A BOARD | For | None | 652 | 0 | 0 | 0 |
| MEMBER | | | | | | |
| | | �� | | | | |
13 | RENEWAL OF PENELOPE HERSCHER AS A | For | None | 652 | 0 | 0 | 0 |
| BOARD MEMBER | | | | | | |
| | | | | | | |
14 | RENEWAL OF VALERIE LANDON AS A BOARD | For | None | 652 | 0 | 0 | 0 |
| MEMBER | | | | | | |
| | | | | | | |
15 | APPOINTMENT OF THE COMPANY PEUGEOT | For | None | 652 | 0 | 0 | 0 |
| 1810 AS A BOARD MEMBER | | | | | | |
| | | | | | | |
16 | APPROVAL OF THE INFORMATION | For | None | 652 | 0 | 0 | 0 |
| REFERRED TO IN I OF ARTICLE L.22-10-9 OF | | | | | | |
| THE FRENCH CODE OF COMMERCE - | | | | | | |
| REPORT ON COMPENSATIONS | | | | | | |
| | | | | | | |
17 | APPROVAL OF THE ELEMENTS COMPRISING | For | None | 652 | 0 | 0 | 0 |
| THE TOTAL COMPENSATION AND ALL | | | | | | |
| BENEFITS PAID DURING THE FISCAL YEAR | | | | | | |
| ENDED DECEMBER 31, 2020 OR GRANTED IN | | | | | | |
| RESPECT OF THE SAME FISCAL YEAR TO | | | | | | |
| MICHEL DE ROSEN, CHAIRMAN OF THE | | | | | | |
| BOARD OF DIRECTORS | | | | | | |
| | | | | | | |
18 | APPROVAL OF THE ELEMENTS COMPRISING | For | None | 652 | 0 | 0 | 0 |
| THE TOTAL COMPENSATION AND ALL | | | | | | |
| BENEFITS PAID DURING THE FISCAL YEAR | | | | | | |
| ENDED DECEMBER 31, 2020 OR GRANTED IN | | | | | | |
| RESPECT OF THE SAME FISCAL YEAR TO | | | | | | |
| PATRICK KOLLER, CHIEF EXECUTIVE | | | | | | |
| OFFICER | | | | | | |
| | | | | | | |
19 | APPROVAL OF THE COMPENSATION POLICY | For | None | 652 | 0 | 0 | 0 |
| FOR BOARD MEMBERS FOR THE 2021 FISCAL | | | | | | |
| YEAR | | | | | | |
| | | | | | | |
20 | APPROVAL OF THE COMPENSATION POLICY | For | None | 652 | 0 | 0 | 0 |
| FOR THE CHAIRMAN OF THE BOARD OF | | | | | | |
| DIRECTORS FOR THE 2021 FISCAL YEAR | | | | | | |
| | | | | | | |
21 | APPROVAL OF THE COMPENSATION POLICY | For | None | 652 | 0 | 0 | 0 |
| FOR THE CHIEF EXECUTIVE OFFICER FOR | | | | | | |
| THE 2021 FISCAL YEAR | | | | | | |
| | | | | | | |
22 | AUTHORIZATION TO BE GRANTED TO THE | For | None | 652 | 0 | 0 | 0 |
| BOARD OF DIRECTORS TO ALLOW THE | | | | | | |
| COMPANY TO BUY BACK ITS OWN SHARES | | | | | | |
| | | | | | | |
23 | DELEGATION OF AUTHORITY TO BE | For | None | 652 | 0 | 0 | 0 |
| GRANTED TO THE BOARD TO ISSUE SHARES | | | | | | |
| AND/OR SECURITIES GIVING ACCESS TO | | | | | | |
| SHARES IN THE COMPANY AND/OR A | | | | | | |
| SUBSIDIARY, WITH PREFERENTIAL | | | | | | |
| SUBSCRIPTION RIGHTS, OR TO INCREASE | | | | | | |
| THE COMPANY’S CAPITAL STOCK THROUGH | | | | | | |
| THE CAPITALIZATION OF PROFITS, | | | | | | |
| RESERVES AND/OR PREMIUMS | | | | | | |
| (SUSPENSION DURING TENDER OFFER | | | | | | |
| PERIODS) | | | | | | |
| | | | | | | |
24 | DELEGATION OF AUTHORITY TO BE | For | None | 652 | 0 | 0 | 0 |
| GRANTED TO THE BOARD TO ISSUE SHARES | | | | | | |
| AND/OR SECURITIES GIVING ACCESS TO | | | | | | |
| SHARES IN THE COMPANY AND/OR A | | | | | | |
| SUBSIDIARY, WITH REMOVAL OF | | | | | | |
| PREFERENTIAL SUBSCRIPTION RIGHTS | | | | | | |
| THROUGH A PUBLIC OFFERING AND/OR AS | | | | | | |
| COMPENSATION FOR SHARES AS PART OF A | | | | | | |
| PUBLIC EXCHANGE OFFER (SUSPENSION | | | | | | |
| DURING TENDER OFFER PERIODS) | | | | | | |
| | | | | | | |
25 | DELEGATION OF AUTHORITY TO BE | For | None | 652 | 0 | 0 | 0 |
| GRANTED TO THE BOARD TO ISSUE SHARES | | | | | | |
| AND/OR SECURITIES GIVING ACCESS TO | | | | | | |
| SHARES IN THE COMPANY AND/OR A | | | | | | |
| SUBSIDIARY, WITH REMOVAL OF | | | | | | |
| PREFERENTIAL SUBSCRIPTION RIGHTS | | | | | | |
| THROUGH AN OFFER EXCLUSIVELY | | | | | | |
| TARGETING A RESTRICTED CIRCLE OF | | | | | | |
| INVESTORS OR QUALIFIED INVESTORS | | | | | | |
| (SUSPENSION DURING TENDER OFFER | | | | | | |
| PERIODS) | | | | | | |
| | | | | | | |
26 | AUTHORIZATION TO INCREASE THE AMOUNT | For | None | 652 | 0 | 0 | 0 |
| OF ISSUES PROVIDED FOR IN THE | | | | | | |
| SEVENTEENTH, EIGHTEENTH AND | | | | | | |
| NINETEENTH RESOLUTIONS (SUSPENSION | | | | | | |
| DURING TENDER OFFER PERIODS) | | | | | | |
| | | | | | | |
27 | DELEGATION TO BE GRANTED TO THE | For | None | 652 | 0 | 0 | 0 |
| BOARD TO ISSUE SHARES AND/OR | | | | | | |
| SECURITIES GIVING ACCESS TO SHARES IN | | | | | | |
| THE COMPANY, WITHOUT PREFERENTIAL | | | | | | |
| SUBSCRIPTION RIGHTS, FOR THE PURPOSE | | | | | | |
| OF COMPENSATING CONTRIBUTIONS IN | | | | | | |
| KIND TO THE COMPANY (SUSPENSION | | | | | | |
| DURING TENDER OFFER PERIODS) | | | | | | |
| | | | | | | |
28 | AUTHORIZATION TO BE GRANTED TO THE | For | None | 652 | 0 | 0 | 0 |
| BOARD TO GRANT, FOR FREE, EXISTING | | | | | | |
| SHARES AND/OR SHARES TO BE ISSUED TO | | | | | | |
| EMPLOYEES AND/OR CERTAIN CORPORATE | | | | | | |
| OFFICERS OF THE COMPANY OR OF | | | | | | |
| AFFILIATED COMPANIES OR ECONOMIC | | | | | | |
| GROUPS, WITH WAIVER BY THE | | | | | | |
| SHAREHOLDERS OF THEIR PREFERENTIAL | | | | | | |
| SUBSCRIPTION RIGHTS | | | | | | |
| | | | | | | |
29 | DELEGATION OF AUTHORITY TO BE | For | None | 652 | 0 | 0 | 0 |
| GRANTED TO THE BOARD FOR THE | | | | | | |
| PURPOSE OF INCREASING THE CAPITAL | | | | | | |
| STOCK THROUGH THE ISSUE OF SHARES | | | | | | |
| AND/OR SECURITIES GIVING ACCESS TO | | | | | | |
| SHARES, WITH REMOVAL OF PREFERENTIAL | | | | | | |
| SUBSCRIPTION RIGHTS FOR THE BENEFIT | | | | | | |
| OF MEMBERS OF A COMPANY SAVINGS | | | | | | |
| PLAN | | | | | | |
| | | | | | | |
30 | DELEGATION OF AUTHORITY TO BE | For | None | 652 | 0 | 0 | 0 |
| GRANTED TO THE BOARD IN VIEW OF | | | | | | |
| CARRYING OUT SHARE CAPITAL INCREASES, | | | | | | |
| WITH REMOVAL OF PREFERENTIAL | | | | | | |
| SUBSCRIPTION RIGHTS, IN FAVOR OF A | | | | | | |
| CATEGORY OF BENEFICIARIES | | | | | | |
| | | | | | | |
31 | AUTHORIZATION TO BE GRANTED TO THE | For | None | 652 | 0 | 0 | 0 |
| BOARD OF DIRECTORS FOR THE PURPOSE | | | | | | |
| OF REDUCING THE CAPITAL STOCK | | | | | | |
| THROUGH THE CANCELLATION OF SHARES | | | | | | |
| | | | | | | |
32 | AMENDMENT TO ARTICLE 30 OF THE | For | None | 652 | 0 | 0 | 0 |
| BYLAWS ON THRESHOLD CROSSING IN | | | | | | |
| ORDER TO SIMPLIFY THE NOTIFICATION | | | | | | |
| PROCEDURE | | | | | | |
| | | | | | | |
33 | BRINGING THE BYLAWS INTO COMPLIANCE - | For | None | 652 | 0 | 0 | 0 |
| AMENDMENT OF ARTICLE 16 OF THE | | | | | | |
| BYLAWS RELATING TO THE COMPENSATION | | | | | | |
| OF BOARD MEMBERS AND ARTICLE 23 OF | | | | | | |
| THE BYLAWS RELATING TO RELATED- | | | | | | |
| PARTIES AGREEMENTS | | | | | | |
| | | | | | | |
34 | POWERS FOR FORMALITIES | For | None | 652 | 0 | 0 | 0 |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT THE COMPANY NOTICE AND | None | None | | Non Voting | | |
| PROXY FORM ARE AVAILABLE BY CLICKING ON THE | | | | | | |
| URL LINKS: | | | | | | |
| https://www1.hkexnews.hk/listedco/listconews/sehk/2021/05 | | | | | | |
| 10/2021051000472.pdf AND | | | | | | |
| https://www1.hkexnews.hk/listedco/listconews/sehk/2021/05 | | | | | | |
| 10/2021051000480.pdf | | | | | | |
| | | | | | | |
2 | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED | None | None | | Non Voting | | |
| TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR RESOLUTION | | | | | | |
| 1, ABSTAIN IS NOT A VOTING OPTION ON THIS | | | | | | |
| MEETING | | | | | | |
| | | | | | | |
3 | ’‘THAT (1) THE 2021 FINANCIAL SERVICES | For | None | 76000 | 0 | 0 | 0 |
| AGREEMENT (AS DEFINED IN THE CIRCULAR | | | | | | |
| OF THE COMPANY DATED 11 MAY 2021 (THE | | | | | | |
| ’‘CIRCULAR’’)) ENTERED INTO BETWEEN THE | | | | | | |
| COMPANY, COFCO COCA-COLA SUPPLY | | | | | | |
| CHAIN (TIANJIN) LIMITED (AS SPECIFIED) | | | | | | |
| AND COFCO FINANCE CORPORATION | | | | | | |
| LIMITED (AS SPECIFIED) (’‘COFCO FINANCE’’) | | | | | | |
| DATED 21 APRIL 2021 (A COPY OF WHICH | | | | | | |
| HAS BEEN PRODUCED TO THE SGM AND | | | | | | |
| MARKED ’‘A’’ AND INITIALLED BY A DIRECTOR | | | | | | |
| FOR THE PURPOSE OF IDENTIFICATION) | | | | | | |
| (DETAILS OF WHICH ARE SET OUT IN THE | | | | | | |
| CIRCULAR) RELATING TO THE PROVISION OF | | | | | | |
| DEPOSIT SERVICES, FUND TRANSFER | | | | | | |
| SERVICES, ENTRUSTMENT LOAN SERVICES | | | | | | |
| AND OTHER FINANCIAL SERVICES SUCH AS | | | | | | |
| SETTLEMENT, SALE AND PURCHASE OF | | | | | | |
| FOREIGN EXCHANGE AND RELEVANT | | | | | | |
| ADVISORY SERVICES BY COFCO FINANCE | | | | | | |
| TO THE COMPANY AND ITS SUBSIDIARIES | | | | | | |
| (THE ’‘GROUP’’), AND ALL THE | | | | | | |
| TRANSACTIONS CONTEMPLATED | | | | | | |
| THEREUNDER BE AND ARE HEREBY | | | | | | |
| APPROVED, RATIFIED AND CONFIRMED; AND | | | | | | |
| | | | | | | |
| (2) THE PROPOSED MAXIMUM DAILY | | | | | | |
| OUTSTANDING BALANCE OF DEPOSIT | | | | | | |
| (INCLUDING THE CORRESPONDING | | | | | | |
| INTEREST ACCRUED THEREON) (THE | | | | | | |
| ’‘PROPOSED DAILY DEPOSIT CAP’’) PLACED | | | | | | |
| BY THE GROUP WITH COFCO FINANCE IN | | | | | | |
| THE AMOUNT RMB800 MILLION OR ITS | | | | | | |
| EQUIVALENT (INCLUDING THE | | | | | | |
| CORRESPONDING INTEREST ACCRUED | | | | | | |
| THEREIN) BE AND ARE HEREBY APPROVED | | | | | | |
| AND CONFIRMED, AND THAT ANY ONE OR | | | | | | |
| MORE DIRECTORS OF THE COMPANY BE | | | | | | |
| AND ARE HEREBY AUTHORIZED TO DO ALL | | | | | | |
| SUCH THINGS AND EXECUTE ALL SUCH | | | | | | |
| DOCUMENTS AS THEY IN THEIR ABSOLUTE | | | | | | |
| DISCRETION DEEM FIT OR APPROPRIATE TO | | | | | | |
| GIVE EFFECT TO THE 2021 FINANCIAL | | | | | | |
| SERVICES AGREEMENT AND THE | | | | | | |
| IMPLEMENTATION OF ALL THE | | | | | | |
| TRANSACTIONS CONTEMPLATED | | | | | | |
| THEREUNDER.’’ | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT THE COMPANY NOTICE AND | None | None | | Non Voting | | |
| PROXY FORM ARE AVAILABLE BY CLICKING ON THE | | | | | | |
| URL LINKS: | | | | | | |
| https://www1.hkexnews.hk/listedco/listconews/sehk/2021/04 | | | | | | |
| 29/2021042900035.pdf, | | | | | | |
| | | | | | | |
2 | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED | None | None | | Non Voting | | |
| TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR ALL | | | | | | |
| RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON | | | | | | |
| THIS MEETING | | | | | | |
| | | | | | | |
3 | TO RECEIVE, CONSIDER AND ADOPT THE | For | None | 88000 | 0 | 0 | 0 |
| AUDITED CONSOLIDATED FINANCIAL | | | | | | |
| STATEMENTS TOGETHER WITH THE | | | | | | |
| DIRECTORS’ REPORT AND THE | | | | | | |
| INDEPENDENT AUDITOR’S REPORT OF THE | | | | | | |
| GROUP FOR THE YEAR ENDED 31 | | | | | | |
| DECEMBER 2020 | | | | | | |
| | | | | | | |
4 | TO DECLARE A FINAL DIVIDEND OF HKD 0.05 | For | None | 88000 | 0 | 0 | 0 |
| PER SHARE FOR THE YEAR ENDED 31 | | | | | | |
| DECEMBER 2020 | | | | | | |
| | | | | | | |
5 | TO RE-ELECT MR. HAN JINGYUAN AS AN | For | None | 88000 | 0 | 0 | 0 |
| EXECUTIVE DIRECTOR | | | | | | |
| | | | | | | |
6 | TO RE-ELECT MR. HAN LI AS AN EXECUTIVE | For | None | 88000 | 0 | 0 | 0 |
| DIRECTOR | | | | | | |
| | | | | | | |
7 | TO RE-ELECT MR. ONDRA OTRADOVEC AS A | For | None | 88000 | 0 | 0 | 0 |
| NON-EXECUTIVE DIRECTOR | | | | | | |
| | | | | | | |
8 | TO RE-ELECT MR. ZHU HAO AS A NON- | For | None | 88000 | 0 | 0 | 0 |
| EXECUTIVE DIRECTOR | | | | | | |
| | | | | | | |
9 | TO AUTHORISE THE BOARD OF DIRECTORS | For | None | 88000 | 0 | 0 | 0 |
| TO FIX THE DIRECTORS’ REMUNERATION | | | | | | |
| | | | | | | |
10 | TO RE-APPOINT | For | None | 88000 | 0 | 0 | 0 |
| PRICEWATERHOUSECOOPERS AS THE | | | | | | |
| AUDITOR OF THE COMPANY AND TO | | | | | | |
| AUTHORIZE THE BOARD OF DIRECTORS TO | | | | | | |
| FIX THEIR REMUNERATION | | | | | | |
| | | | | | | |
11 | TO GRANT A GENERAL MANDATE TO THE | For | None | 88000 | 0 | 0 | 0 |
| DIRECTORS OF THE COMPANY TO ISSUE, | | | | | | |
| ALLOT AND DEAL WITH THE COMPANY’S | | | | | | |
| ADDITIONAL SHARES NOT EXCEEDING 20% | | | | | | |
| OF THE ISSUED SHARE CAPITAL OF THE | | | | | | |
| COMPANY, IN TERMS AS SET OUT IN | | | | | | |
| RESOLUTION NO. 5 IN THE NOTICE OF THE | | | | | | |
| ANNUAL GENERAL MEETING | | | | | | |
| | | | | | | |
12 | TO GRANT A GENERAL MANDATE TO THE | For | None | 88000 | 0 | 0 | 0 |
| DIRECTORS OF THE COMPANY TO | | | | | | |
| REPURCHASE THE COMPANY’S SHARES NOT | | | | | | |
| EXCEEDING 10% OF THE ISSUED SHARE | | | | | | |
| CAPITAL OF THE COMPANY, IN TERMS AS | | | | | | |
| SET OUT IN RESOLUTION NO. 6 IN THE | | | | | | |
| NOTICE OF THE ANNUAL GENERAL MEETING | | | | | | |
| | | | | | | |
13 | TO APPROVE THE EXTENSION OF THE | For | None | 88000 | 0 | 0 | 0 |
| GENERAL MANDATE TO BE GRANTED TO | | | | | | |
| THE DIRECTORS OF THE COMPANY TO | | | | | | |
| ISSUE, ALLOT AND DEAL WITH THE | | | | | | |
| COMPANY’S SHARES BY AN AMOUNT | | | | | | |
| REPRESENTING THE AMOUNT OF THE | | | | | | |
| COMPANY’S SHARES REPURCHASED BY THE | | | | | | |
| COMPANY, IN TERMS AS SET OUT IN | | | | | | |
| RESOLUTION NO. 7 IN THE NOTICE OF THE | | | | | | |
| ANNUAL GENERAL MEETING | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | 18 MAY 2021: PLEASE NOTE THAT THE COMPANY | None | None | | Non Voting | | |
| NOTICE AND PROXY FORM ARE AVAILABLE BY | | | | | | |
| CLICKING ON THE URL LINKS: | | | | | | |
| https://www1.hkexnews.hk/listedco/listconews/sehk/2021/04 | | | | | | |
| 22/2021042200643.pdf AND | | | | | | |
| https://www1.hkexnews.hk/listedco/listconews/sehk/2021/04 | | | | | | |
| 22/2021042200553.pdf AND | | | | | | |
| https://www1.hkexnews.hk/listedco/listconews/sehk/2021/05 | | | | | | |
| 17/2021051700815.pdf | | | | | | |
| | | | | | | |
2 | APPROVE THE REPORT OF THE BOARD OF | For | None | 6900 | 0 | 0 | 0 |
| THE COMPANY FOR THE YEAR ENDED 31 | | | | | | |
| DECEMBER 2020 | | | | | | |
| | | | | | | |
3 | APPROVE THE REPORT OF THE | For | None | 6900 | 0 | 0 | 0 |
| SUPERVISORY COMMITTEE OF THE | | | | | | |
| COMPANY FOR THE YEAR ENDED 31 | | | | | | |
| DECEMBER 2020 | | | | | | |
| | | | | | | |
4 | APPROVE THE AUDITED CONSOLIDATED | For | None | 6900 | 0 | 0 | 0 |
| FINANCIAL STATEMENTS OF THE COMPANY | | | | | | |
| AND ITS SUBSIDIARIES FOR THE YEAR | | | | | | |
| ENDED 31 DECEMBER 2020 AND THE | | | | | | |
| AUDITORS’ REPORTS THEREON | | | | | | |
| | | | | | | |
5 | APPROVE THE PROFIT DISTRIBUTION PLAN | For | None | 6900 | 0 | 0 | 0 |
| OF THE COMPANY FOR THE YEAR ENDED 31 | | | | | | |
| DECEMBER 2020, INCLUDING THE BOARD’S | | | | | | |
| DECISION OF NOT MAKING ANY PROFIT | | | | | | |
| DISTRIBUTION FOR YEAR 2020 | | | | | | |
| | | | | | | |
6 | APPROVE THE RE-APPOINTMENT OF | For | None | 6900 | 0 | 0 | 0 |
| DELOITTE TOUCHE TOHMATSU CERTIFIED | | | | | | |
| PUBLIC ACCOUNTANTS LLP, AS THE | | | | | | |
| AUDITORS OF THE COMPANY UNTIL THE | | | | | | |
| CONCLUSION OF THE NEXT ANNUAL | | | | | | |
| GENERAL MEETING OF THE COMPANY AND | | | | | | |
| TO AUTHORISE THE BOARD TO FIX THE | | | | | | |
| AUDITOR’S REMUNERATION | | | | | | |
| | | | | | | |
7 | APPROVE THE BANK CREDIT LINE | For | None | 6900 | 0 | 0 | 0 |
| APPLICATIONS OF THE COMPANY FOR YEAR | | | | | | |
| 2021, AND AUTHORISE THE CHAIRMAN OF | | | | | | |
| THE BOARD TO APPROVE AND/OR SIGN | | | | | | |
| RELEVANT BANK FACILITY AGREEMENTS, | | | | | | |
| BANK LOAN CONTRACTS, AGREEMENTS | | | | | | |
| RELATING TO BANK ACCEPTANCE BILLS, | | | | | | |
| LETTERS OF GUARANTEE, FACTORING AND | | | | | | |
| TRADE FINANCE BUSINESS AND THE | | | | | | |
| RESPECTIVE ANCILLARY DOCUMENTS | | | | | | |
| THEREOF | | | | | | |
| | | | | | | |
8 | APPROVE THE ANNUAL REPORT OF THE | For | None | 6900 | 0 | 0 | 0 |
| COMPANY FOR THE YEAR ENDED 31 | | | | | | |
| DECEMBER 2020 | | | | | | |
| | | | | | | |
9 | APPROVE THE GRANT TO THE BOARD A | For | None | 6900 | 0 | 0 | 0 |
| GENERAL MANDATE TO ISSUE, ALLOT AND | | | | | | |
| DEAL WITH ADDITIONAL DOMESTIC SHARES | | | | | | |
| AND/OR H SHARES NOT EXCEEDING 20% OF | | | | | | |
| EACH OF THE TOTAL NUMBER OF DOMESTIC | | | | | | |
| SHARES AND/OR H SHARES RESPECTIVELY | | | | | | |
| IN ISSUE AS AT THE DATE OF PASSING OF | | | | | | |
| THIS SPECIAL RESOLUTION | | | | | | |
| | | | | | | |
10 | 18 MAY 2021: PLEASE NOTE THAT THIS IS A REVISION | None | None | | Non Voting | | |
| 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 | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE | None | None | | Non Voting | | |
| REQUIRED TO VOTE AT THIS MEETING. IF NO | | | | | | |
| SHAREHOLDER DETAILS ARE PROVIDED, YOUR | | | | | | |
| INSTRUCTION MAY CARRY A HEIGHTENED RISK OF | | | | | | |
| BEING REJECTED. THANK YOU | | | | | | |
| | | | | | | |
2 | SUBMISSION AND APPROVAL OF THE | For | None | 1978 | 0 | 0 | 0 |
| FINANCIAL STATEMENTS OF THE COMPANY | | | | | | |
| (ON A STAND-ALONE AND CONSOLIDATED | | | | | | |
| BASIS) INCLUDING THE NON-FINANCIAL | | | | | | |
| INFORMATION OF THE LAW 4548/2018 FOR | | | | | | |
| THE FINANCIAL YEAR 2020 TOGETHER WITH | | | | | | |
| THE ACCOMPANYING REPORTS OF THE | | | | | | |
| BOARD OF DIRECTORS AND THE | | | | | | |
| AUDITORS/PROPOSAL FOR NON- | | | | | | |
| DISTRIBUTION OF DIVIDEND FOR THE FISCAL | | | | | | |
| YEAR 2020 | | | | | | |
| | | | | | | |
3 | APPROVAL OF THE OVERALL MANAGEMENT | For | None | 1978 | 0 | 0 | 0 |
| OF THE COMPANY FOR THE FISCAL YEAR | | | | | | |
| 2020 (PURSUANT TO ARTICLE 108 OF THE | | | | | | |
| LAW 4548/2018) AND DISCHARGE OF THE | | | | | | |
| AUDITORS FROM ANY LIABILITY FOR | | | | | | |
| DAMAGES WITH REGARD TO THE FINANCIAL | | | | | | |
| STATEMENTS FOR THE FINANCIAL YEAR | | | | | | |
| 2020 | | | | | | |
| | | | | | | |
4 | ELECTION OF THE MEMBERS OF THE NEW | For | None | 1978 | 0 | 0 | 0 |
| BOARD OF DIRECTORS AS THE TERM OF | | | | | | |
| SERVICE OF THE EXISTING BOARD EXPIRES | | | | | | |
| | | | | | | |
5 | ELECTION OF THE MEMBERS OF THE AUDIT | For | None | 1978 | 0 | 0 | 0 |
| COMMITTEE IN ACCORDANCE WITH THE | | | | | | |
| ARTICLE 44 OF THE LAW 4449/2017 | | | | | | |
| | | | | | | |
6 | ELECTION OF TWO CERTIFIED AUDITORS, | For | None | 1978 | 0 | 0 | 0 |
| ONE ORDINARY AND ONE SUBSTITUTE, FOR | | | | | | |
| THE ACCOUNTING YEAR 2021 AND | | | | | | |
| APPROVAL OF THEIR FEES | | | | | | |
| | | | | | | |
7 | APPROVAL OF THE FEES PAID TO THE | For | None | 1978 | 0 | 0 | 0 |
| BOARD OF DIRECTOR MEMBERS FOR THE | | | | | | |
| FINANCIAL YEAR 2020 AND PRE-APPROVAL | | | | | | |
| OF THEIR FEES FOR THE FINANCIAL YEAR | | | | | | |
| 2021 | | | | | | |
| | | | | | | |
8 | APPROVAL FOR ADVANCE PAYMENT OF | For | None | 1978 | 0 | 0 | 0 |
| FEES TO BOARD OF DIRECTOR MEMBERS | | | | | | |
| FOR THE PERIOD UNTIL THE NEXT | | | | | | |
| ORDINARY GENERAL MEETING PURSUANT | | | | | | |
| TO ARTICLE 109 OF LAW 4548/2018 | | | | | | |
| | | | | | | |
9 | APPROVAL OF THE DIRECTORS’ SUITABILITY | For | None | 1978 | 0 | 0 | 0 |
| POLICY ACCORDING TO ARTICLE 3 OF THE | | | | | | |
| LAW 4706/2020 | | | | | | |
| | | | | | | |
10 | APPROVAL OF THE REVISED DIRECTORS’ | For | None | 1978 | 0 | 0 | 0 |
| REMUNERATION POLICY ACCORDING TO | | | | | | |
| ARTICLE 110 OF THE LAW 4548/2018 | | | | | | |
| | | | | | | |
11 | APPROVAL OF DISTRIBUTION OF PART OF | For | None | 1978 | 0 | 0 | 0 |
| PRIOR YEARS’ EARNINGS TO MEMBERS OF | | | | | | |
| THE BOARD AND TOP EXECUTIVES OF THE | | | | | | |
| COMPANY | | | | | | |
| | | | | | | |
12 | SUBMISSION FOR DISCUSSION AT THE | For | None | 1978 | 0 | 0 | 0 |
| GENERAL ASSEMBLY OF THE BOARD OF | | | | | | |
| DIRECTORS’ REMUNERATION REPORT FOR | | | | | | |
| THE FISCAL 2020 ACCORDING TO THE | | | | | | |
| ARTICLE 112 OF THE LAW 4548/2018 | | | | | | |
| | | | | | | |
13 | 01 JUN 2021: PLEASE NOTE IN THE EVENT THE | None | None | | Non Voting | | |
| MEETING DOES NOT REACH QUORUM, THERE WILL | | | | | | |
| BE AN A REPETITIVE MEETING ON 07 JUL 2021. ALSO, | | | | | | |
| YOUR VOTING INSTRUCTIONS WILL NOT BE CARRIED | | | | | | |
| OVER TO THE SECOND CALL. ALL VOTES RECEIVED | | | | | | |
| ON THIS MEETING WILL BE DISREGARDED AND YOU | | | | | | |
| WILL NEED TO REINSTRUCT ON THE REPETITIVE | | | | | | |
| MEETING. THANK YOU | | | | | | |
| | | | | | | |
14 | 09 JUN 2021: PLEASE NOTE THAT THIS IS A REVISION | None | None | | Non Voting | | |
| 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. | | | | | | |
| | | | | | | |
15 | 09 JUN 2021: INTERMEDIARY CLIENTS ONLY - PLEASE | None | None | | Non Voting | | |
| NOTE THAT IF YOU ARE CLASSIFIED AS AN | | | | | | |
| INTERMEDIARY CLIENT UNDER THE SHAREHOLDER | | | | | | |
| RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING | | | | | | |
| THE UNDERLYING SHAREHOLDER INFORMATION AT | | | | | | |
| THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE | | | | | | |
| ON HOW TO PROVIDE THIS LEVEL OF DATA TO | | | | | | |
| BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE | | | | | | |
| SPEAK TO YOUR DEDICATED CLIENT SERVICE | | | | | | |
| REPRESENTATIVE FOR ASSISTANCE | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT THE COMPANY NOTICE AND | None | None | | Non Voting | | |
| PROXY FORM ARE AVAILABLE BY CLICKING ON THE | | | | | | |
| URL LINKS: | | | | | | |
| https://www1.hkexnews.hk/listedco/listconews/sehk/2021/05 | | | | | | |
| 14/2021051400777.pdf AND | | | | | | |
| https://www1.hkexnews.hk/listedco/listconews/sehk/2021/05 | | | | | | |
| 14/2021051400763.pdf | | | | | | |
| | | | | | | |
2 | PLEASE NOTE IN THE HONG KONG MARKET THAT A | None | None | | Non Voting | | |
| VOTE OF ‘ABSTAIN’ WILL BE TREATED THE SAME AS A | | | | | | |
| ‘TAKE NO ACTION’ VOTE | | | | | | |
| | | | | | | |
3 | TO CONSIDER AND, IF THOUGHT FIT, TO | For | None | 27000 | 0 | 0 | 0 |
| APPROVE THE REPORT OF THE BOARD OF | | | | | | |
| DIRECTORS OF THE COMPANY FOR THE | | | | | | |
| YEAR ENDED 31 DECEMBER 2020 | | | | | | |
| | | | | | | |
4 | TO CONSIDER AND, IF THOUGHT FIT, TO | For | None | 27000 | 0 | 0 | 0 |
| APPROVE THE REPORT OF THE | | | | | | |
| SUPERVISORY COMMITTEE OF THE | | | | | | |
| COMPANY FOR THE YEAR ENDED 31 | | | | | | |
| DECEMBER 2020 | | | | | | |
| | | | | | | |
5 | TO CONSIDER AND, IF THOUGHT FIT, TO | For | None | 27000 | 0 | 0 | 0 |
| APPROVE THE AUDITED FINANCIAL | | | | | | |
| STATEMENTS OF THE COMPANY FOR THE | | | | | | |
| YEAR ENDED 31 DECEMBER 2020 | | | | | | |
| | | | | | | |
6 | TO CONSIDER AND, IF THOUGHT FIT, TO | For | None | 27000 | 0 | 0 | 0 |
| APPROVE THE COMPANY’S PROFIT | | | | | | |
| DISTRIBUTION PLAN FOR THE YEAR ENDED | | | | | | |
| 31 DECEMBER 2020: (1) FINAL DIVIDEND FOR | | | | | | |
| THE YEAR ENDED 31 DECEMBER 2020 IN THE | | | | | | |
| AMOUNT OF RMB1.81 PER SHARE | | | | | | |
| (INCLUSIVE OF TAX) BE DECLARED AND | | | | | | |
| DISTRIBUTED, THE AGGREGATE AMOUNT OF | | | | | | |
| WHICH IS APPROXIMATELY RMB35,962 | | | | | | |
| MILLION (INCLUSIVE OF TAX); (2) TO | | | | | | |
| AUTHORISE THE CHAIRMAN AND THE CHIEF | | | | | | |
| | | | | | | |
| EXECUTIVE OFFICER TO IMPLEMENT THE | | | | | | |
| ABOVE-MENTIONED PROFIT DISTRIBUTION | | | | | | |
| MATTERS AND TO DEAL WITH RELEVANT | | | | | | |
| MATTERS IN RELATION TO TAX | | | | | | |
| WITHHOLDING AND FOREIGN EXCHANGE AS | | | | | | |
| REQUIRED BY RELEVANT LAWS, | | | | | | |
| REGULATIONS AND REGULATORY | | | | | | |
| AUTHORITIES | | | | | | |
| | | | | | | |
7 | TO CONSIDER AND, IF THOUGHT FIT, TO | For | None | 27000 | 0 | 0 | 0 |
| APPROVE THE REMUNERATION OF THE | | | | | | |
| DIRECTORS AND SUPERVISORS OF THE | | | | | | |
| COMPANY FOR THE YEAR ENDED 31 | | | | | | |
| DECEMBER 2020: (1) CHAIRMAN AND | | | | | | |
| EXECUTIVE DIRECTOR, WANG XIANGXI, AND | | | | | | |
| FORMER EXECUTIVE DIRECTORS, LI DONG, | | | | | | |
| GAO SONG AND MI SHUHUA ARE | | | | | | |
| REMUNERATED BY CHINA ENERGY | | | | | | |
| INVESTMENT CORPORATION LIMITED | | | | | | |
| (“CHINA ENERGY”) AND ARE NOT | | | | | | |
| REMUNERATED BY THE COMPANY IN CASH; | | | | | | |
| AGGREGATE REMUNERATION OF THE | | | | | | |
| EXECUTIVE DIRECTORS, YANG JIPING, XU | | | | | | |
| MINGJUN, EMPLOYEE DIRECTOR, WANG | | | | | | |
| XINGZHONG, AMOUNTED TO RMB1,433,303; | | | | | | |
| (2) AGGREGATE REMUNERATION OF THE | | | | | | |
| INDEPENDENT NON-EXECUTIVE DIRECTORS | | | | | | |
| IS IN THE AMOUNT OF RMB1,350,000, AND | | | | | | |
| THE NON-EXECUTIVE DIRECTORS (OTHER | | | | | | |
| THAN THE INDEPENDENT NON- EXECUTIVE | | | | | | |
| DIRECTORS) ARE REMUNERATED BY CHINA | | | | | | |
| ENERGY AND ARE NOT REMUNERATED BY | | | | | | |
| THE COMPANY IN CASH; (3) CHAIRMAN OF | | | | | | |
| THE SUPERVISORY COMMITTEE OF THE | | | | | | |
| COMPANY, LUO MEIJIAN, SHAREHOLDER | | | | | | |
| REPRESENTATIVE SUPERVISOR, ZHOU | | | | | | |
| DAYU, AND FORMER CHAIRMAN OF THE | | | | | | |
| SUPERVISORY COMMITTEE OF THE | | | | | | |
| COMPANY, ZHAI RICHENG, ARE | | | | | | |
| REMUNERATED BY CHINA ENERGY AND ARE | | | | | | |
| NOT REMUNERATED BY THE COMPANY IN | | | | | | |
| CASH. AGGREGATE REMUNERATION OF | | | | | | |
| EMPLOYEES’ REPRESENTATIVE | | | | | | |
| SUPERVISOR, ZHANG CHANGYAN, | | | | | | |
| AMOUNTED TO RMB846,632 | | | | | | |
| | | | | | | |
8 | TO CONSIDER AND, IF THOUGHT FIT, TO | For | None | 27000 | 0 | 0 | 0 |
| APPROVE THE EXTENSION OF | | | | | | |
| APPOINTMENT OF KPMG AND KPMG | | | | | | |
| HUAZHEN LLP AS THE INTERNATIONAL AND | | | | | | |
| THE PRC AUDITORS OF THE COMPANY FOR | | | | | | |
| THE YEAR OF 2021 UNTIL THE COMPLETION | | | | | | |
| OF THE NEXT ANNUAL GENERAL MEETING | | | | | | |
| AND TO AUTHORISE A DIRECTORS’ | | | | | | |
| COMMITTEE COMPRISING OF THE | | | | | | |
| CHAIRMAN AND CHAIRMAN OF THE AUDIT | | | | | | |
| COMMITTEE TO DETERMINE THEIR 2021 | | | | | | |
| REMUNERATION | | | | | | |
| | | | | | | |
9 | TO CONSIDER AND, IF THOUGHT FIT, TO | For | None | 27000 | 0 | 0 | 0 |
| APPROVE THE COMPANY ENTERING INTO | | | | | | |
| THE 2021-2023 FINANCIAL SERVICES | | | | | | |
| AGREEMENT WITH CHINA ENERGY FINANCE | | | | | | |
| CO., LTD. AND THE TERMS, PROPOSED | | | | | | |
| ANNUAL CAPS AND THE TRANSACTIONS | | | | | | |
| CONTEMPLATED THEREUNDER | | | | | | |
| | | | | | | |
10 | TO CONSIDER AND, IF THOUGHT FIT, TO | For | None | 27000 | 0 | 0 | 0 |
| ELECT MR. YANG RONGMING AS A | | | | | | |
| NONEXECUTIVE DIRECTOR OF THE FIFTH | | | | | | |
| SESSION OF THE BOARD OF DIRECTORS OF | | | | | | |
| THE COMPANY, WITH A TERM OF OFFICE | | | | | | |
| FROM THE DATE OF ELECTION AND | | | | | | |
| APPROVAL AT THE ANNUAL GENERAL | | | | | | |
| MEETING TO THE DATE OF EXPIRY TERM OF | | | | | | |
| THE FIFTH SESSION OF THE BOARD OF | | | | | | |
| DIRECTORS OF THE COMPANY, BEING 28 | | | | | | |
| MAY 2023 | | | | | | |
| | | | | | | |
11 | TO CONSIDER AND, IF THOUGHT FIT, TO | For | None | 27000 | 0 | 0 | 0 |
| DECREASE REGISTERED CAPITAL OF THE | | | | | | |
| COMPANY AND APPROVE THE AMENDMENTS | | | | | | |
| TO THE ARTICLES OF ASSOCIATION OF THE | | | | | | |
| COMPANY | | | | | | |
| | | | | | | |
12 | TO CONSIDER AND, IF THOUGHT FIT, TO | For | None | 27000 | 0 | 0 | 0 |
| APPROVE THE FOLLOWING GENERAL | | | | | | |
| MANDATE FOR THE BOARD OF DIRECTORS | | | | | | |
| AND THE PERSONS AUTHORISED BY THE | | | | | | |
| BOARD OF DIRECTORS TO REPURCHASE | | | | | | |
| THE COMPANY’S H SHARES: (1) THE BOARD | | | | | | |
| OF DIRECTORS BE GRANTED A GENERAL | | | | | | |
| MANDATE, BY REFERENCE TO THE | | | | | | |
| REQUIREMENTS OF THE RELEVANT LAWS | | | | | | |
| AND REGULATIONS, TO REPURCHASE THE | | | | | | |
| | | | | | | |
| COMPANY’S H SHARES ON MARKET OF THE | | | | | | |
| STOCK EXCHANGE OF HONG KONG LIMITED | | | | | | |
| NOT EXCEEDING 10% OF THE NUMBER OF | | | | | | |
| THE COMPANY’S H SHARES IN ISSUE AT THE | | | | | | |
| TIME WHEN THIS RESOLUTION IS PASSED AT | | | | | | |
| THE ANNUAL GENERAL MEETING AND THE | | | | | | |
| CLASS MEETINGS OF SHAREHOLDERS. (2) | | | | | | |
| THE BOARD OF DIRECTORS BE AUTHORISED | | | | | | |
| TO (INCLUDING BUT NOT LIMITED TO THE | | | | | | |
| FOLLOWING): (I) FORMULATE AND | | | | | | |
| IMPLEMENT REPURCHASE PLAN, INCLUDING | | | | | | |
| BUT NOT LIMITED TO DETERMINING THE | | | | | | |
| TIME OF REPURCHASE, PERIOD OF | | | | | | |
| REPURCHASE, REPURCHASE PRICE AND | | | | | | |
| NUMBER OF SHARES TO REPURCHASE, | | | | | | |
| ETC.; (II) NOTIFY CREDITORS AND ISSUE | | | | | | |
| ANNOUNCEMENTS PURSUANT TO THE | | | | | | |
| REQUIREMENTS OF THE LAWS AND | | | | | | |
| REGULATIONS SUCH AS COMPANY LAW OF | | | | | | |
| THE PEOPLE’S REPUBLIC OF CHINA AND THE | | | | | | |
| ARTICLES OF ASSOCIATION OF THE | | | | | | |
| COMPANY; (III) OPEN OVERSEAS SHARE | | | | | | |
| ACCOUNTS AND MONEY ACCOUNTS AND TO | | | | | | |
| CARRY OUT RELATED CHANGE OF FOREIGN | | | | | | |
| EXCHANGE REGISTRATION PROCEDURES; | | | | | | |
| (IV) CARRY OUT RELEVANT APPROVAL OR | | | | | | |
| FILING PROCEDURES (IF ANY) PURSUANT TO | | | | | | |
| THE APPLICABLE LAWS, REGULATIONS AND | | | | | | |
| RULES; (V) CARRY OUT CANCELATION | | | | | | |
| PROCEDURES FOR REPURCHASED SHARES, | | | | | | |
| MAKE CORRESPONDING AMENDMENTS TO | | | | | | |
| THE ARTICLES OF ASSOCIATION OF THE | | | | | | |
| COMPANY RELATING TO, AMONG OTHERS, | | | | | | |
| SHARE CAPITAL AND SHAREHOLDINGS, AND | | | | | | |
| CARRY OUT MODIFICATION REGISTRATIONS | | | | | | |
| AND MAKE FILINGS; (VI) EXECUTE AND DEAL | | | | | | |
| WITH ANY DOCUMENTS AND MATTERS | | | | | | |
| RELATED TO SHARE REPURCHASE. (3) | | | | | | |
| AUTHORISATION PERIOD THE PERIOD OF | | | | | | |
| ABOVE GENERAL MANDATE SHALL NOT | | | | | | |
| EXCEED THE RELEVANT PERIOD (THE | | | | | | |
| “RELEVANT PERIOD”). THE RELEVANT | | | | | | |
| PERIOD COMMENCES FROM THE DAY WHEN | | | | | | |
| THE AUTHORITY CONFERRED BY THIS | | | | | | |
| SPECIAL RESOLUTION IS APPROVED BY A | | | | | | |
| SPECIAL RESOLUTION AT THE ANNUAL | | | | | | |
| GENERAL MEETING, THE CLASS MEETING OF | | | | | | |
| | | | | | | |
| HOLDERS OF A SHARES AND THE CLASS | | | | | | |
| MEETING OF HOLDERS OF H SHARES AND | | | | | | |
| ENDS AT THE EARLIER OF: (A) THE | | | | | | |
| CONCLUSION OF THE ANNUAL GENERAL | | | | | | |
| MEETING FOR 2021; OR (B) THE DATE ON | | | | | | |
| WHICH THE AUTHORITY CONFERRED BY | | | | | | |
| THIS SPECIAL RESOLUTION IS REVOKED OR | | | | | | |
| VARIED BY A SPECIAL RESOLUTION AT A | | | | | | |
| GENERAL MEETING, OR A SPECIAL | | | | | | |
| RESOLUTION AT A CLASS MEETING OF | | | | | | |
| HOLDERS OF A SHARES OR A CLASS | | | | | | |
| MEETING OF HOLDERS OF H SHARES | | | | | | |
Item | Proposal | Recommendation | Default Vote | For | Against | Abstain | Take No Action |
1 | PLEASE NOTE THAT THE COMPANY NOTICE AND | None | None | | Non Voting | | |
| PROXY FORM ARE AVAILABLE BY CLICKING ON THE | | | | | | |
| URL LINKS: | | | | | | |
| https://www1.hkexnews.hk/listedco/listconews/sehk/2021/05 | | | | | | |
| 14/2021051400786.pdf AND | | | | | | |
| https://www1.hkexnews.hk/listedco/listconews/sehk/2021/05 | | | | | | |
| 14/2021051400784.pdf | | | | | | |
| | | | | | | |
2 | PLEASE NOTE IN THE HONG KONG MARKET THAT A | None | None | | Non Voting | | |
| VOTE OF ‘ABSTAIN’ WILL BE TREATED THE SAME AS A | | | | | | |
| ‘TAKE NO ACTION’ VOTE | | | | | | |
| | | | | | | |
3 | TO CONSIDER AND, IF THOUGHT FIT, TO | For | None | 27000 | 0 | 0 | 0 |
| APPROVE THE FOLLOWING GENERAL | | | | | | |
| MANDATE FOR THE BOARD OF DIRECTORS | | | | | | |
| AND THE PERSONS AUTHORISED BY THE | | | | | | |
| BOARD OF DIRECTORS TO REPURCHASE | | | | | | |
| THE COMPANY’S H SHARES: (1) THE BOARD | | | | | | |
| OF DIRECTORS BE GRANTED A GENERAL | | | | | | |
| MANDATE, BY REFEREMCE TO THE | | | | | | |
| REQUIREMENTS OF THE RELEVANT LAWS | | | | | | |
| AND REGULATIONS, TO REPURCHASE THE | | | | | | |
| COMPANY’S H SHARES ON MARKET OF THE | | | | | | |
| STOCK EXCHANGE OF HONG KONG LIMITED | | | | | | |
| NOT EXCEEDING 10% OF THE NUMBER OF | | | | | | |
| THE COMPANY’S H SHARES IN ISSUE AT THE | | | | | | |
| TIME WHEN THIS RESOLUTION IS PASSED AT | | | | | | |
| THE ANNUAL GENERAL MEETING AND THE | | | | | | |
| CLASS MEETINGS OF SHAREHOLDERS. (2) | | | | | | |
| THE BOARD OF DIRECTORS BE AUTHORISED | | | | | | |
| TO (INCLUDING BUT NOT LIMITED TO THE | | | | | | |
| FOLLOWING): (I) FORMULATE AND | | | | | | |
| IMPLEMENT REPURCHASE PLAN, INCLUDING | | | | | | |
| BUT NOT LIMITED TO DETERMINING THE | | | | | | |
| TIME OF REPURCHASE, PERIOD OF | | | | | | |
| REPURCHASE, REPURCHASE PRICE AND | | | | | | |
| NUMBER OF SHARES TO REPURCHASE, | | | | | | |
| ETC.; (II) NOTIFY CREDITORS AND ISSUE | | | | | | |
| | | | | | | |
| ANNOUNCEMENTS PURSUANT TO THE | | | | | | |
| REQUIREMENTS OF THE LAWS AND | | | | | | |
| REGULATIONS SUCH AS COMPANY LAW OF | | | | | | |
| THE PEOPLE’S REPUBLIC OF CHINA AND THE | | | | | | |
| ARTICLES OF ASSOCIATION OF THE | | | | | | |
| COMPANY; (III) OPEN OVERSEAS SHARE | | | | | | |
| ACCOUNTS AND MONEY ACCOUNTS AND TO | | | | | | |
| CARRY OUT RELATED CHANGE OF FOREIGN | | | | | | |
| EXCHANGE REGISTRATION PROCEDURES; | | | | | | |
| (IV) CARRY OUT RELEVANT APPROVAL OR | | | | | | |
| FILING PROCEDURES (IF ANY) PURSUANT TO | | | | | | |
| THE APPLICABLE LAWS, REGULATIONS AND | | | | | | |
| RULES; (V) CARRY OUT CANCELATION | | | | | | |
| PROCEDURES FOR REPURCHASED SHARES, | | | | | | |
| MAKE CORRESPONDING AMENDMENTS TO | | | | | | |
| THE ARTICLES OF ASSOCIATION OF THE | | | | | | |
| COMPANY RELATING TO, AMONG OTHERS, | | | | | | |
| SHARE CAPITAL AND SHAREHOLDINGS, AND | | | | | | |
| CARRY OUT MODIFICATION REGISTRATIONS | | | | | | |
| AND MAKE FILINGS; (VI) EXECUTE AND DEAL | | | | | | |
| WITH ANY DOCUMENTS AND MATTERS | | | | | | |
| RELATED TO SHARE REPURCHASE. (3) | | | | | | |
| AUTHORISATION PERIOD THE PERIOD OF | | | | | | |
| ABOVE GENERAL MANDATE SHALL NOT | | | | | | |
| EXCEED THE RELEVANT PERIOD (THE | | | | | | |
| “RELEVANT PERIOD”). THE RELEVANT | | | | | | |
| PERIOD COMMENCES FROM THE DAY WHEN | | | | | | |
| THE AUTHORITY CONFERRED BY THIS | | | | | | |
| SPECIAL RESOLUTION IS APPROVED BY A | | | | | | |
| SPECIAL RESOLUTION AT THE ANNUAL | | | | | | |
| GENERAL MEETING, THE CLASS MEETING OF | | | | | | |
| HOLDERS OF A SHARES AND THE CLASS | | | | | | |
| MEETING OF HOLDERS OF H SHARES AND | | | | | | |
| ENDS AT THE EARLIER OF: (A) THE | | | | | | |
| CONCLUSION OF THE ANNUAL GENERAL | | | | | | |
| MEETING FOR 2021; OR (B) THE DATE ON | | | | | | |
| WHICH THE AUTHORITY CONFERRED BY | | | | | | |
| THIS SPECIAL RESOLUTION IS REVOKED OR | | | | | | |
| VARIED BY A SPECIAL RESOLUTION AT A | | | | | | |
| GENERAL MEETING, OR A SPECIAL | | | | | | |
| RESOLUTION AT A CLASS MEETING OF | | | | | | |
| HOLDERS OF A SHARES OR A CLASS | | | | | | |
| MEETING OF HOLDERS OF H SHARES | | | | | | |
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.