UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-23590
CPG Cooper Square International Equity, LLC
(Exact name of registrant as specified in charter)
125 W. 55th Street, New York, NY 10019
(Address of principal executive offices) (Zip code)
Michael Mascis
c/o Central Park Advisers, LLC
125 W. 55th Street
New York, NY 10019
(Name and address of agent for service)
Registrant’s Telephone Number, including Area Code: 212.317.9200
Date of fiscal year end: September 30
Date of reporting period: July 1, 2022 - June 30, 2023
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.
Item 1 – Proxy Voting Record.
Investment Company Report
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| RS GROUP PLC | ||||||||||
| Security | G29848101 | Meeting Type | Annual General Meeting | |||||||
| Ticker Symbol | Meeting Date | 14-Jul-2022 | ||||||||
| ISIN | GB0003096442 | Agenda | 715802268 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| 1 | ACCEPT FINANCIAL STATEMENTS AND STATUTORY REPORTS | Management | For | For | ||||||
| 2 | APPROVE REMUNERATION POLICY | Management | For | For | ||||||
| 3 | APPROVE REMUNERATION REPORT | Management | For | For | ||||||
| 4 | APPROVE FINAL DIVIDEND | Management | For | For | ||||||
| 5 | ELECT ALEX BALDOCK AS DIRECTOR | Management | For | For | ||||||
| 6 | ELECT NAVNEET KAPOOR AS DIRECTOR | Management | For | For | ||||||
| 7 | RE-ELECT LOUISA BURDETT AS DIRECTOR | Management | For | For | ||||||
| 8 | RE-ELECT DAVID EGAN AS DIRECTOR | Management | For | For | ||||||
| 9 | RE-ELECT RONA FAIRHEAD AS DIRECTOR | Management | For | For | ||||||
| 10 | RE-ELECT BESSIE LEE AS DIRECTOR | Management | For | For | ||||||
| 11 | RE-ELECT SIMON PRYCE AS DIRECTOR | Management | For | For | ||||||
| 12 | RE-ELECT LINDSLEY RUTH AS DIRECTOR | Management | For | For | ||||||
| 13 | RE-ELECT DAVID SLEATH AS DIRECTOR | Management | For | For | ||||||
| 14 | RE-ELECT JOAN WAINWRIGHT AS DIRECTOR | Management | For | For | ||||||
| 15 | REAPPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS | Management | For | For | ||||||
| 16 | AUTHORISE THE AUDIT COMMITTEE TO FIX REMUNERATION OF AUDITORS | Management | For | For | ||||||
| 17 | AUTHORISE UK POLITICAL DONATIONS AND EXPENDITURE | Management | For | For | ||||||
| 18 | AUTHORISE ISSUE OF EQUITY | Management | For | For | ||||||
| 19 | AUTHORISE ISSUE OF EQUITY WITHOUT PRE-EMPTIVE RIGHTS | Management | For | For | ||||||
| 20 | AUTHORISE ISSUE OF EQUITY WITHOUT PRE-EMPTIVE RIGHTS IN CONNECTION WITH AN ACQUISITION OR OTHER CAPITAL INVESTMENT | Management | For | For | ||||||
| 21 | AUTHORISE MARKET PURCHASE OF ORDINARY SHARES | Management | For | For | ||||||
| 22 | AUTHORISE THE COMPANY TO CALL GENERAL MEETING WITH TWO WEEKS' NOTICE | Management | For | For | ||||||
| 23 | APPROVE LONG-TERM INCENTIVE PLAN | Management | For | For | ||||||
| EXPERIAN PLC | ||||||||||
| Security | G32655105 | Meeting Type | Annual General Meeting | |||||||
| Ticker Symbol | Meeting Date | 21-Jul-2022 | ||||||||
| ISIN | GB00B19NLV48 | Agenda | 715797253 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| 1 | TO RECEIVE OF THE ANNUAL REPORT AND FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDED 31 MARCH 2022,TOGETHER WITH THE REPORT OF THE AUDITOR | Management | For | For | ||||||
| 2 | TO APPROVE THE REPORT ON DIRECTORS' REMUNERATION (EXCLUDING THE DIRECTORS' REMUNERATION POLICY SET OUT ON PAGES 143 TO 146OF THE REPORT) | Management | For | For | ||||||
| 3 | TO RE-ELECT DR RUBA BORNO AS A DIRECTOR OF THE COMPANY | Management | For | For | ||||||
| 4 | TO RE-ELECT ALISON BRITTAIN AS A DIRECTOR OF THE COMPANY | Management | For | For | ||||||
| 5 | TO RE-ELECT BRIAN CASSIN AS A DIRECTOR OF THE COMPANY | Management | For | For | ||||||
| 6 | TO RE-ELECT CAROLINE DONAHUE AS A DIRECTOR OF THE COMPANY | Management | For | For | ||||||
| 7 | TO RE-ELECT LUIZ FLEURY AS A DIRECTOR OF THE COMPANY | Management | For | For | ||||||
| 8 | TO RE-ELECT JONATHAN HOWELL AS A DIRECTOR OF THE COMPANY | Management | For | For | ||||||
| 9 | TO RE-ELECT LLOYD PITCHFORD AS A DIRECTOR OF THE COMPANY | Management | For | For | ||||||
| 10 | TO RE-ELECT MIKE ROGERS AS A DIRECTOR OF THE COMPANY | Management | For | For | ||||||
| 11 | TO RE-APPOINT KPMG LLP AS AUDITOR | Management | For | For | ||||||
| 12 | DIRECTORS' AUTHORITY TO DETERMINE THE REMUNERATION OF THE AUDITOR | Management | For | For | ||||||
| 13 | DIRECTORS' AUTHORITY TO ALLOT RELEVANT SECURITIES | Management | For | For | ||||||
| 14 | TO APPROVE SCHEDULES TO THE RULES OR THE RULES OF CERTAIN EXPERIAN SHARE PLANS (PLEASE REFER TO THE NOTICE OF ANNUAL GENERAL MEETING FOR FULL DETAILS OF THE RESOLUTION) | Management | For | For | ||||||
| 15 | DIRECTORS' AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS | Management | For | For | ||||||
| 16 | ADDITIONAL DIRECTORS' AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS FOR ACQUISITIONS/SPECIFIED CAPITAL INVESTMENTS | Management | For | For | ||||||
| 17 | DIRECTORS' AUTHORITY TO PURCHASE THE COMPANY'S OWN SHARES | Management | For | For | ||||||
| PERIMETER SOLUTIONS SA | ||||||||||
| Security | L7579L106 | Meeting Type | Annual | |||||||
| Ticker Symbol | PRM | Meeting Date | 21-Jul-2022 | |||||||
| ISIN | LU2391723694 | Agenda | 935645171 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| 1.1 | Election of Director with term expiring at the 2023 Annual Meeting: W. Nicholas Howley | Management | For | For | ||||||
| 1.2 | Election of Director with term expiring at the 2023 Annual Meeting: William N. Thorndike, Jr. | Management | For | For | ||||||
| 1.3 | Election of Director with term expiring at the 2023 Annual Meeting: Edward Goldberg | Management | For | For | ||||||
| 1.4 | Election of Director with term expiring at the 2023 Annual Meeting: Tracy Britt Cool | Management | For | For | ||||||
| 1.5 | Election of Director with term expiring at the 2023 Annual Meeting: Sean Hennessy | Management | For | For | ||||||
| 1.6 | Election of Director with term expiring at the 2023 Annual Meeting: Robert S. Henderson | Management | For | For | ||||||
| 1.7 | Election of Director with term expiring at the 2023 Annual Meeting: Bernt Iversen II | Management | For | For | ||||||
| 2. | To approve the appointment of BDO USA, LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2022 and BDO Audit SA as the statutory auditor of the Company for the year ending December 31, 2022. | Management | For | For | ||||||
| 3. | To approve the Company's annual accounts prepared in accordance with accounting principles generally accepted in Luxembourg ("Luxembourg GAAP") (the "Annual Accounts") for the financial period from June 21, 2021 (inception) to December 31, 2021. | Management | For | For | ||||||
| 4. | To approve the Company's audited consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") (the "Consolidated Financial Statements") for the financial period from June 21, 2021 (inception) to December 31, 2021. | Management | For | For | ||||||
| 5. | To allocate the results shown in the Annual Accounts for the financial period from June 21, 2021 (inception) to December 31, 2021. | Management | For | For | ||||||
| 6. | To discharge each of the directors of the Company for the performance of their mandates as directors of the Company in relation to the financial period from June 21, 2021 (inception) to December 31, 2021. | Management | For | For | ||||||
| 7. | To approve the compensation of certain of the non-employee independent directors of the Company for 2021. | Management | For | For | ||||||
| 8. | To approve and ratify a share repurchase program whereby the Company may repurchase outstanding ordinary shares of the Company within certain limits (the "Share Repurchase Program"). | Management | For | For | ||||||
Investment Company Report
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| TREASURY WINE ESTATES LTD | ||||||||||
| Security | Q9194S107 | Meeting Type | Annual General Meeting | |||||||
| Ticker Symbol | Meeting Date | 18-Oct-2022 | ||||||||
| ISIN | AU000000TWE9 | Agenda | 716091462 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| CMMT | VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS 3,4 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 | Non-Voting | ||||||||
| 1 | FINANCIAL STATEMENTS AND REPORTS | Non-Voting | ||||||||
| 2.A | RE-ELECTION OF DIRECTOR - MR ED CHAN | Management | For | For | ||||||
| 2.B | RE-ELECTION OF DIRECTOR - MR GARRY HOUNSELL | Management | For | For | ||||||
| 2.C | RE-ELECTION OF DIRECTOR - MS COLLEEN JAY | Management | For | For | ||||||
| 2.D | RE-ELECTION OF DIRECTOR - MS ANTONIA KORSANOS | Management | For | For | ||||||
| 2.E | RE-ELECTION OF DIRECTOR - MS LAURI SHANAHAN | Management | For | For | ||||||
| 2.F | RE-ELECTION OF DIRECTOR - MR PAUL RAYNER | Management | For | For | ||||||
| 3 | REMUNERATION REPORT | Management | For | For | ||||||
| 4 | GRANT OF PERFORMANCE RIGHTS TO CHIEF EXECUTIVE OFFICER | Management | For | For | ||||||
| CMMT | IF A PROPORTIONAL TAKEOVER BID IS MADE FOR 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 | Non-Voting | ||||||||
| 5 | PROPORTIONAL TAKEOVER PROVISION | Management | For | For | ||||||
Investment Company Report
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| W.A.G PAYMENT SOLUTIONS PLC | ||||||||||
| Security | G9417Z103 | Meeting Type | Ordinary General Meeting | |||||||
| Ticker Symbol | Meeting Date | 09-Mar-2023 | ||||||||
| ISIN | GB00BLGXWY71 | Agenda | 716695777 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| 1 | THAT THE PROPOSED ACQUISITION OF GRUPA INELO S.A, ON THE TERMS SET OUT IN THE ACQUISITION AGREEMENT, BE AND IS HERE BY APPROVED | Management | For | For | ||||||
| SPOTIFY TECHNOLOGY S.A. | ||||||||||
| Security | L8681T102 | Meeting Type | Annual | |||||||
| Ticker Symbol | SPOT | Meeting Date | 29-Mar-2023 | |||||||
| ISIN | LU1778762911 | Agenda | 935766115 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| 1. | Approve the Company's annual accounts for the financial year ended December 31, 2022 and the Company's consolidated financial statements for the financial year ended December 31, 2022. | Management | For | For | ||||||
| 2. | Approve the allocation of the Company's annual results for the financial year ended December 31, 2022. | Management | For | For | ||||||
| 3. | Grant discharge of the liability of the members of the Board of Directors for, and in connection with, the financial year ended December 31, 2022. | Management | For | For | ||||||
| 4a. | Election of Director: Mr. Daniel Ek (A Director) | Management | For | For | ||||||
| 4b. | Election of Director: Mr. Martin Lorentzon (A Director) | Management | For | For | ||||||
| 4c. | Election of Director: Mr. Shishir Samir Mehrotra (A Director) | Management | For | For | ||||||
| 4d. | Election of Director: Mr. Christopher Marshall (B Director) | Management | For | For | ||||||
| 4e. | Election of Director: Mr. Barry McCarthy (B Director) | Management | For | For | ||||||
| 4f. | Election of Director: Ms. Heidi O'Neill (B Director) | Management | For | For | ||||||
| 4g. | Election of Director: Mr. Ted Sarandos (B Director) | Management | For | For | ||||||
| 4h. | Election of Director: Mr. Thomas Owen Staggs (B Director) | Management | For | For | ||||||
| 4i. | Election of Director: Ms. Mona Sutphen (B Director) | Management | For | For | ||||||
| 4j. | Election of Director: Ms. Padmasree Warrior (B Director) | Management | For | For | ||||||
| 5. | Appoint Ernst & Young S.A. (Luxembourg) as the independent auditor for the period ending at the general meeting approving the annual accounts for the financial year ending on December 31, 2023. | Management | For | For | ||||||
| 6. | Approve the directors' remuneration for the year 2023. | Management | For | For | ||||||
| 7. | Authorize and empower each of Mr. Guy Harles and Mr. Alexandre Gobert to execute and deliver, under their sole signature, on behalf of the Company and with full power of substitution, any documents necessary or useful in connection with the annual filing and registration required by the Luxembourg laws. | Management | For | For | ||||||
| E1. | Renew the Board of Directors' authorization to issue ordinary shares within the limit of the authorized share capital during a period of five years and withdraw or restrict the preferential subscription right of the shareholders. | Management | Against | Against | ||||||
| MELROSE INDUSTRIES PLC | ||||||||||
| Security | G5973J202 | Meeting Type | ExtraOrdinary General Meeting | |||||||
| Ticker Symbol | Meeting Date | 30-Mar-2023 | ||||||||
| ISIN | GB00BNR5MZ78 | Agenda | 716744241 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| 1 | TO APPROVE THE DEMERGER THE SHARE CONSOLIDATION AND ADJUSTMENTS TO THE EXISTING MELROSE INCENTIVE ARRANGEMENTS | Management | For | For | ||||||
| CMMT | 27 MAR 2023: PLEASE NOTE THAT THIS IS A REVISION DUE TO MEETING TYPE HAS BEEN-CHANGED FROM EGM TO OGM AND MEETING TYPE HAS BEEN CHANGED FROM OGM TO EGM. IF-YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | Non-Voting | ||||||||
Investment Company Report
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| PERKINELMER, INC. | ||||||||||
| Security | 714046109 | Meeting Type | Annual | |||||||
| Ticker Symbol | PKI | Meeting Date | 25-Apr-2023 | |||||||
| ISIN | US7140461093 | Agenda | 935776623 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| 1a. | Election of Director for a term of one year: Peter Barrett, PhD | Management | For | For | ||||||
| 1b. | Election of Director for a term of one year: Samuel R. Chapin | Management | For | For | ||||||
| 1c. | Election of Director for a term of one year: Sylvie Grégoire, PharmD | Management | For | For | ||||||
| 1d. | Election of Director for a term of one year: Michelle McMurry-Heath, MD, PhD | Management | For | For | ||||||
| 1e. | Election of Director for a term of one year: Alexis P. Michas | Management | For | For | ||||||
| 1f. | Election of Director for a term of one year: Prahlad R. Singh, PhD | Management | For | For | ||||||
| 1g. | Election of Director for a term of one year: Michel Vounatsos | Management | For | For | ||||||
| 1h. | Election of Director for a term of one year: Frank Witney, PhD | Management | For | For | ||||||
| 1i. | Election of Director for a term of one year: Pascale Witz | Management | For | For | ||||||
| 2. | To ratify the selection of Deloitte & Touche LLP as PerkinElmer's independent registered public accounting firm for the current fiscal year. | Management | For | For | ||||||
| 3. | To approve, by non-binding advisory vote, our executive compensation. | Management | For | For | ||||||
| 4. | To recommend, by non-binding advisory vote, the frequency of future executive compensation advisory votes. | Management | 1 Year | For | ||||||
| 5. | To approve the amendment of the company's restated articles of organization, as amended, to change the name of the Company from PerkinElmer, Inc. to Revvity, Inc. | Management | For | For | ||||||
| ASML HOLDING NV | ||||||||||
| Security | N07059202 | Meeting Type | Annual General Meeting | |||||||
| Ticker Symbol | Meeting Date | 26-Apr-2023 | ||||||||
| ISIN | NL0010273215 | Agenda | 716773533 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| CMMT | VOTING MUST BE LODGED WITH BENEFICIAL OWNER DETAILS AS PROVIDED BY YOUR-CUSTODIAN BANK. IF NO BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR-INSTRUCTIONS MAY BE REJECTED. | Non-Voting | ||||||||
| CMMT | VOTING MUST BE LODGED WITH SHAREHOLDER DETAILS AS PROVIDED BY YOUR CUSTODIAN-BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE-REJECTED. | Non-Voting | ||||||||
| 1. | OPENING | Non-Voting | ||||||||
| 2. | OVERVIEW OF THE COMPANY S BUSINESS, FINANCIAL SITUATION AND ESG-SUSTAINABILITY | Non-Voting | ||||||||
| 3.a. | FINANCIAL STATEMENTS, RESULTS AND DIVIDEND: ADVISORY VOTE ON THE REMUNERATION REPORT FOR THE BOARD OF MANAGEMENT AND THE SUPERVISORY BOARD FOR THE FINANCIAL YEAR 2022 | Management | For | For | ||||||
| 3.b. | FINANCIAL STATEMENTS, RESULTS AND DIVIDEND: PROPOSAL TO ADOPT THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR 2022, AS PREPARED IN ACCORDANCE WITH DUTCH LAW | Management | For | For | ||||||
| 3.c. | FINANCIAL STATEMENTS, RESULTS AND DIVIDEND: CLARIFICATION OF THE COMPANY'S-RESERVES AND DIVIDEND POLICY | Non-Voting | ||||||||
| 3.d. | FINANCIAL STATEMENTS, RESULTS AND DIVIDEND: PROPOSAL TO ADOPT A DIVIDEND IN RESPECT OF THE FINANCIAL YEAR 2022 | Management | For | For | ||||||
| 4.a. | DISCHARGE: PROPOSAL TO DISCHARGE THE MEMBERS OF THE BOARD OF MANAGEMENT FROM LIABILITY FOR THEIR RESPONSIBILITIES IN THE FINANCIAL YEAR 2022 | Management | For | For | ||||||
| 4.b. | DISCHARGE: PROPOSAL TO DISCHARGE THE MEMBERS OF THE SUPERVISORY BOARD FROM LIABILITY FOR THEIR RESPONSIBILITIES IN THE FINANCIAL YEAR 2022 | Management | For | For | ||||||
| 5. | PROPOSAL TO APPROVE THE NUMBER OF SHARES FOR THE BOARD OF MANAGEMENT | Management | For | For | ||||||
| 6.a. | REMUNERATION OF THE SUPERVISORY BOARD: PROPOSAL TO AMEND THE REMUNERATION POLICY FOR THE SUPERVISORY BOARD | Management | For | For | ||||||
| 6.b. | REMUNERATION OF THE SUPERVISORY BOARD: PROPOSAL TO AMEND THE REMUNERATION OF THE MEMBERS OF THE SUPERVISORY BOARD | Management | For | For | ||||||
| 7. | COMPOSITION OF THE BOARD OF MANAGEMENT: NOTIFICATION OF THE INTENDED-APPOINTMENT OF MR. W.R. ALLAN | Non-Voting | ||||||||
| 8.a. | COMPOSITION OF THE SUPERVISORY BOARD: PROPOSAL TO APPOINT MR. N.S. ANDERSEN AS A MEMBER OF THE SUPERVISORY BOARD | Management | For | For | ||||||
| 8.b. | COMPOSITION OF THE SUPERVISORY BOARD: PROPOSAL TO APPOINT MR. J.P. DE KREIJ AS A MEMBER OF THE SUPERVISORY BOARD | Management | For | For | ||||||
| 8.c. | COMPOSITION OF THE SUPERVISORY BOARD: COMPOSITION OF THE SUPERVISORY BOARD IN-2024 | Non-Voting | ||||||||
| 9. | PROPOSAL TO APPOINT PRICEWATERHOUSECOOPERS ACCOUNTANTS N.V. AS EXTERNAL AUDITOR FOR THE REPORTING YEAR 2025, IN LIGHT OF THE MANDATORY EXTERNAL AUDITOR ROTATION | Management | For | For | ||||||
| 10.a. | PROPOSALS TO AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE ORDINARY SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES, AS WELL AS TO RESTRICT OR EXCLUDE THE PREEMPTION RIGHTS ACCRUING TO SHAREHOLDERS: AUTHORIZATION TO ISSUE ORDINARY SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES UP TO 5% FOR GENERAL PURPOSES AND UP TO 5% IN CONNECTION WITH OR ON THE OCCASION OF MERGERS, ACQUISITIONS AND/OR (STRATEGIC) ALLIANCES | Management | For | For | ||||||
| 10.b. | PROPOSALS TO AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE ORDINARY SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES, AS WELL AS TO RESTRICT OR EXCLUDE THE PREEMPTION RIGHTS ACCRUING TO SHAREHOLDERS: AUTHORIZATION OF THE BOARD OF MANAGEMENT TO RESTRICT OR EXCLUDE PRE-EMPTION RIGHTS IN CONNECTION WITH THE AUTHORIZATIONS REFERRED TO IN ITEM 10 A) | Management | For | For | ||||||
| 11. | PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT TO REPURCHASE ORDINARY SHARES UP TO 10% OF THE ISSUED SHARE CAPITAL | Management | For | For | ||||||
| 12. | PROPOSAL TO CANCEL ORDINARY SHARES | Management | For | For | ||||||
| 13. | ANY OTHER BUSINESS | Non-Voting | ||||||||
| 14. | CLOSING | Non-Voting | ||||||||
| CMMT | INTERMEDIARY CLIENTS ONLY - PLEASE 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 | Non-Voting | ||||||||
| CRH PLC | ||||||||||
| Security | G25508105 | Meeting Type | Annual General Meeting | |||||||
| Ticker Symbol | Meeting Date | 27-Apr-2023 | ||||||||
| ISIN | IE0001827041 | Agenda | 716824974 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| CMMT | VOTING MUST BE LODGED WITH SHAREHOLDER DETAILS AS PROVIDED BY YOUR CUSTODIAN-BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE-REJECTED | Non-Voting | ||||||||
| 1 | REVIEW OF COMPANY'S AFFAIRS AND CONSIDERATION OF FINANCIAL STATEMENTS AND REPORTS OF DIRECTORS (INCLUDING THE GOVERNANCE APPENDIX) AND AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2022 | Management | For | For | ||||||
| 2 | DECLARATION OF A DIVIDEND ON ORDINARY SHARES | Management | For | For | ||||||
| 3 | CONSIDERATION OF DIRECTORS REMUNERATION REPORT | Management | For | For | ||||||
| 4A | RE-ELECTION OF DIRECTOR R. BOUCHER | Management | For | For | ||||||
| 4B | RE-ELECTION OF DIRECTOR C. DOWLING | Management | For | For | ||||||
| 4C | RE-ELECTION OF DIRECTOR R. FEARON | Management | For | For | ||||||
| 4D | RE-ELECTION OF DIRECTOR J. KARLSTROM | Management | For | For | ||||||
| 4E | RE-ELECTION OF DIRECTOR S. KELLY | Management | For | For | ||||||
| 4F | RE-ELECTION OF DIRECTOR B. KHAN | Management | For | For | ||||||
| 4G | RE-ELECTION OF DIRECTOR L. MCKAY | Management | For | For | ||||||
| 4H | RE-ELECTION OF DIRECTOR A. MANIFOLD | Management | For | For | ||||||
| 4I | RE-ELECTION OF DIRECTOR J. MINTERN | Management | For | For | ||||||
| 4J | RE-ELECTION OF DIRECTOR G.L. PLATT | Management | For | For | ||||||
| 4K | RE-ELECTION OF DIRECTOR M.K. RHINEHART | Management | For | For | ||||||
| 4L | RE-ELECTION OF DIRECTOR S. TALBOT | Management | For | For | ||||||
| 4M | RE-ELECTION OF DIRECTOR C. VERCHERE | Management | For | For | ||||||
| 5 | REMUNERATION OF AUDITORS | Management | For | For | ||||||
| 6 | CONTINUATION OF DELOITTE IRELAND LLP AS AUDITORS | Management | For | For | ||||||
| 7 | AUTHORITY TO ALLOT SHARES | Management | For | For | ||||||
| 8 | DISAPPLICATION OF PRE-EMPTION RIGHTS | Management | For | For | ||||||
| 9 | AUTHORITY TO PURCHASE OWN ORDINARY SHARES | Management | For | For | ||||||
| 10 | AUTHORITY TO REISSUE TREASURY SHARES | Management | For | For | ||||||
| CMMT | INTERMEDIARY CLIENTS ONLY - PLEASE 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 | Non-Voting | ||||||||
| EUROFINS SCIENTIFIC SE | ||||||||||
| Security | L31839134 | Meeting Type | Annual General Meeting | |||||||
| Ticker Symbol | Meeting Date | 27-Apr-2023 | ||||||||
| ISIN | FR0014000MR3 | Agenda | 716867429 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| CMMT | VOTING MUST BE LODGED WITH SHAREHOLDER DETAILS AS PROVIDED BY YOUR CUSTODIAN-BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE-REJECTED. | Non-Voting | ||||||||
| CMMT | INTERMEDIARY CLIENTS ONLY - PLEASE 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 | Non-Voting | ||||||||
| 1 | RECEIVE AND APPROVE BOARD'S REPORTS | Management | For | For | ||||||
| 2 | RECEIVE AND APPROVE DIRECTOR'S SPECIAL REPORT RE: OPERATIONS CARRIED OUT UNDER THE AUTHORIZED CAPITAL ESTABLISHED | Management | For | For | ||||||
| 3 | RECEIVE AND APPROVE AUDITOR'S REPORTS | Management | For | For | ||||||
| 4 | APPROVE CONSOLIDATED FINANCIAL STATEMENTS AND STATUTORY REPORTS | Management | For | For | ||||||
| 5 | APPROVE FINANCIAL STATEMENTS | Management | For | For | ||||||
| 6 | APPROVE ALLOCATION OF INCOME | Management | For | For | ||||||
| 7 | APPROVE DISCHARGE OF DIRECTORS | Management | For | For | ||||||
| 8 | APPROVE DISCHARGE OF AUDITORS | Management | For | For | ||||||
| 9 | APPROVE REMUNERATION REPORT | Management | For | For | ||||||
| 10 | APPROVE OTHER SECTIONS OF THE REMUNERATION REPORT | Management | Against | Against | ||||||
| 11 | REELECT IVO RAUH AS DIRECTOR | Management | For | For | ||||||
| 12 | REELECT FERESHTEH POUCHANTCHI AS DIRECTOR | Management | For | For | ||||||
| 13 | RENEW APPOINTMENT OF DELOITTE AUDIT AS AUDITOR | Management | For | For | ||||||
| 14 | APPROVE REMUNERATION OF DIRECTORS | Management | For | For | ||||||
| 15 | ACKNOWLEDGE INFORMATION ON REPURCHASE PROGRAM | Management | For | For | ||||||
| 16 | AUTHORIZE FILING OF REQUIRED DOCUMENTS AND OTHER FORMALITIES | Management | For | For | ||||||
| BAYER AG | ||||||||||
| Security | D0712D163 | Meeting Type | Annual General Meeting | |||||||
| Ticker Symbol | Meeting Date | 28-Apr-2023 | ||||||||
| ISIN | DE000BAY0017 | Agenda | 716759026 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| CMMT | VOTING MUST BE LODGED WITH SHAREHOLDER DETAILS AS PROVIDED BY YOUR CUSTODIAN.-IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. | Non-Voting | ||||||||
| 1 | RECEIVE FINANCIAL STATEMENTS AND STATUTORY REPORTS; APPROVE ALLOCATION OF INCOME AND DIVIDENDS OF EUR 2.40 PER SHARE FOR FISCAL YEAR 2022 | Management | For | For | ||||||
| 2 | APPROVE DISCHARGE OF MANAGEMENT BOARD FOR FISCAL YEAR 2022 | Management | For | For | ||||||
| 3 | APPROVE DISCHARGE OF SUPERVISORY BOARD FOR FISCAL YEAR 2022 | Management | For | For | ||||||
| 4.1 | ELECT NORBERT WINKELJOHANN TO THE SUPERVISORY BOARD | Management | For | For | ||||||
| 4.2 | ELECT KIMBERLY MATHISEN TO THE SUPERVISORY BOARD | Management | For | For | ||||||
| 5 | APPROVE REMUNERATION REPORT | Management | For | For | ||||||
| 6 | APPROVE VIRTUAL-ONLY SHAREHOLDER MEETINGS UNTIL 2025 | Management | For | For | ||||||
| 7 | AMEND ARTICLES RE: PARTICIPATION OF SUPERVISORY BOARD MEMBERS IN THE ANNUAL GENERAL MEETING BY MEANS OF AUDIO AND VIDEO TRANSMISSION | Management | For | For | ||||||
| 8 | RATIFY DELOITTE GMBH AS AUDITORS FOR FISCAL YEAR 2023 AND FOR THE REVIEW OF INTERIM FINANCIAL REPORTS FOR THE FIRST HALF OF FISCAL YEAR 2023, Q3 2023 AND Q1 2024 | Management | For | For | ||||||
| 9 | WITH REGARD TO MOTIONS AND ELECTION PROPOSALS BY STOCKHOLDERS WHICH ARE NOT TO BE MADE AVAILABLE BEFORE THE ANNUAL STOCKHOLDERS MEETING AND WHICH ARE ONLY SUBMITTED OR AMENDED DURING THE ANNUAL STOCKHOLDERS MEETING, I VOTE AS FOLLOWS (PLEASE NOTE THAT THERE IS NO MANAGEMENT RECOMMENDATION AVAILABLE, HOWEVER FOR TECHNICAL REASONS IT HAS BEEN SET TO ABSTAIN) | Management | Against | Against | ||||||
| CMMT | FROM 10TH FEBRUARY, BROADRIDGE WILL CODE ALL AGENDAS FOR GERMAN MEETINGS IN-ENGLISH ONLY. IF YOU WISH TO SEE THE AGENDA IN GERMAN, THIS WILL BE MADE-AVAILABLE AS A LINK UNDER THE MATERIAL URL DROPDOWN AT THE TOP OF THE BALLOT.-THE GERMAN AGENDAS FOR ANY EXISTING OR PAST MEETINGS WILL REMAIN IN PLACE.-FOR FURTHER INFORMATION, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. | Non-Voting | ||||||||
| CMMT | PLEASE NOTE THAT FOLLOWING THE AMENDMENT TO PARAGRAPH 21 OF THE SECURITIES-TRADE ACT ON 9TH JULY 2015 AND THE OVER-RULING OF THE DISTRICT COURT IN-COLOGNE JUDGMENT FROM 6TH JUNE 2012 THE VOTING PROCESS HAS NOW CHANGED WITH-REGARD TO THE GERMAN REGISTERED SHARES. AS A RESULT, IT IS NOW THE-RESPONSIBILITY OF THE END-INVESTOR (I.E. FINAL BENEFICIARY) AND NOT THE-INTERMEDIARY TO DISCLOSE RESPECTIVE FINAL BENEFICIARY VOTING RIGHTS THEREFORE-THE CUSTODIAN BANK / AGENT IN THE MARKET WILL BE SENDING THE VOTING DIRECTLY-TO MARKET AND IT IS THE END INVESTORS RESPONSIBILITY TO ENSURE THE-REGISTRATION ELEMENT IS COMPLETE WITH THE ISSUER DIRECTLY, SHOULD THEY HOLD-MORE THAN 3 % OF THE TOTAL SHARE CAPITAL | Non-Voting | ||||||||
| CMMT | THE VOTE/REGISTRATION DEADLINE AS DISPLAYED ON PROXYEDGE IS SUBJECT TO CHANGE-AND WILL BE UPDATED AS SOON AS BROADRIDGE RECEIVES CONFIRMATION FROM THE SUB-CUSTODIANS REGARDING THEIR INSTRUCTION DEADLINE. FOR ANY QUERIES PLEASE-CONTACT YOUR CLIENT SERVICES REPRESENTATIVE. | Non-Voting | ||||||||
| CMMT | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN-CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE-NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS-AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS-NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR-QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS-USUAL. | Non-Voting | ||||||||
| CMMT | FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE-ISSUER'S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE-APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A-MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY'S MEETING.-COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE. | Non-Voting | ||||||||
| CMMT | INTERMEDIARY CLIENTS ONLY - PLEASE 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 | Non-Voting | ||||||||
| CMMT | 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 TYPICALLY BE RELEASED FROM ESCROW AS SOON AS PRACTICABLE ON-RECORD DATE +1 DAY (OR ON MEETING DATE +1 DAY IF NO RECORD DATE APPLIES)-UNLESS OTHERWISE SPECIFIED, AND ONLY AFTER THE AGENT HAS CONFIRMED-AVAILABILITY OF THE POSITION. 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 | Non-Voting | ||||||||
| CMMT | PLEASE NOTE SHARE BLOCKING WILL APPLY FOR ANY VOTED POSITIONS SETTLING-THROUGH EUROCLEAR BANK. | Non-Voting | ||||||||
Investment Company Report
| ||||||||||
| CLARIVATE PLC | ||||||||||
| Security | G21810109 | Meeting Type | Annual | |||||||
| Ticker Symbol | CLVT | Meeting Date | 04-May-2023 | |||||||
| ISIN | JE00BJJN4441 | Agenda | 935785064 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| 1a. | Election of Director: Andrew Snyder | Management | For | For | ||||||
| 1b. | Election of Director: Jonathan Gear | Management | For | For | ||||||
| 1c. | Election of Director: Valeria Alberola | Management | For | For | ||||||
| 1d. | Election of Director: Michael Angelakis | Management | For | For | ||||||
| 1e. | Election of Director: Jane Okun Bomba | Management | For | For | ||||||
| 1f. | Election of Director: Usama N. Cortas | Management | For | For | ||||||
| 1g. | Election of Director: Adam T. Levyn | Management | For | For | ||||||
| 1h. | Election of Director: Anthony Munk | Management | For | For | ||||||
| 1i. | Election of Director: Richard W. Roedel | Management | For | For | ||||||
| 1j. | Election of Director: Saurabh Saha | Management | For | For | ||||||
| 1k. | Election of Director: Wendell Pritchett | Management | For | For | ||||||
| 2. | APPROVAL, ON AN ADVISORY, NON-BINDING BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | Management | For | For | ||||||
| 3. | RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. | Management | For | For | ||||||
| ALCON SA | ||||||||||
| Security | H01301128 | Meeting Type | Annual General Meeting | |||||||
| Ticker Symbol | Meeting Date | 05-May-2023 | ||||||||
| ISIN | CH0432492467 | Agenda | 716865970 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| CMMT | VOTING MUST BE LODGED WITH BENEFICIAL OWNER DETAILS AS PROVIDED BY YOUR-CUSTODIAN BANK. IF NO BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR INSTRUCTION-MAY BE REJECTED. | Non-Voting | ||||||||
| 1 | ACCEPT FINANCIAL STATEMENTS AND STATUTORY REPORTS | Management | No Action | |||||||
| 2 | APPROVE DISCHARGE OF BOARD AND SENIOR MANAGEMENT | Management | No Action | |||||||
| 3 | APPROVE ALLOCATION OF INCOME AND DIVIDENDS OF CHF 0.21 PER SHARE | Management | No Action | |||||||
| 4.1 | APPROVE REMUNERATION REPORT (NON-BINDING) | Management | No Action | |||||||
| 4.2 | APPROVE REMUNERATION OF DIRECTORS IN THE AMOUNT OF CHF 3.9 MILLION | Management | No Action | |||||||
| 4.3 | APPROVE REMUNERATION OF EXECUTIVE COMMITTEE IN THE AMOUNT OF CHF 41.9 MILLION | Management | No Action | |||||||
| 5.1 | REELECT MICHAEL BALL AS DIRECTOR AND BOARD CHAIR | Management | No Action | |||||||
| 5.2 | REELECT LYNN BLEIL AS DIRECTOR | Management | No Action | |||||||
| 5.3 | REELECT RAQUEL BONO AS DIRECTOR | Management | No Action | |||||||
| 5.4 | REELECT ARTHUR CUMMINGS AS DIRECTOR | Management | No Action | |||||||
| 5.5 | REELECT DAVID ENDICOTT AS DIRECTOR | Management | No Action | |||||||
| 5.6 | REELECT THOMAS GLANZMANN AS DIRECTOR | Management | No Action | |||||||
| 5.7 | REELECT KEITH GROSSMAN AS DIRECTOR | Management | No Action | |||||||
| 5.8 | REELECT SCOTT MAW AS DIRECTOR | Management | No Action | |||||||
| 5.9 | REELECT KAREN MAY AS DIRECTOR | Management | No Action | |||||||
| 5.10 | REELECT INES POESCHEL AS DIRECTOR | Management | No Action | |||||||
| 5.11 | REELECT DIETER SPAELTI AS DIRECTOR | Management | No Action | |||||||
| 6.1 | REAPPOINT THOMAS GLANZMANN AS MEMBER OF THE COMPENSATION COMMITTEE | Management | No Action | |||||||
| 6.2 | REAPPOINT SCOTT MAW AS MEMBER OF THE COMPENSATION COMMITTEE | Management | No Action | |||||||
| 6.3 | REAPPOINT KAREN MAY AS MEMBER OF THE COMPENSATION COMMITTEE | Management | No Action | |||||||
| 6.4 | REAPPOINT INES POESCHEL AS MEMBER OF THE COMPENSATION COMMITTEE | Management | No Action | |||||||
| 7 | DESIGNATE HARTMANN DREYER AS INDEPENDENT PROXY | Management | No Action | |||||||
| 8 | RATIFY PRICEWATERHOUSECOOPERS SA AS AUDITORS | Management | No Action | |||||||
| 9.1 | APPROVE CREATION OF CAPITAL BAND WITHIN THE UPPER LIMIT OF CHF 22 MILLION AND THE LOWER LIMIT OF CHF 19 MILLION WITH OR WITHOUT EXCLUSION OF PREEMPTIVE RIGHTS | Management | No Action | |||||||
| 9.2 | APPROVE CREATION OF CHF 2 MILLION POOL OF CONDITIONAL CAPITAL FOR FINANCINGS, MERGERS AND ACQUISITIONS | Management | No Action | |||||||
| 9.3 | AMEND ARTICLES RE: CONVERSION OF SHARES; SUBSCRIPTION RIGHTS | Management | No Action | |||||||
| 9.4 | AMEND ARTICLES RE: GENERAL MEETINGS | Management | No Action | |||||||
| 9.5 | AMEND ARTICLES RE: BOARD MEETINGS; POWERS OF THE BOARD OF DIRECTORS | Management | No Action | |||||||
| 9.6 | AMEND ARTICLES RE: COMPENSATION; EXTERNAL MANDATES FOR MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE | Management | No Action | |||||||
| CMMT | PART 2 OF THIS MEETING IS FOR VOTING ON AGENDA AND MEETING ATTENDANCE-REQUESTS ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE-REGISTRATION OF SHARES IN PART 1 OF THE MEETING. IT IS A MARKET REQUIREMENT-FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A-REGISTERED LOCATION AT THE CSD, AND SPECIFIC POLICIES AT THE INDIVIDUAL-SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTE INSTRUCTION, IT IS POSSIBLE-THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND-RE-REGISTRATION FOLLOWING A TRADE. THEREFORE WHILST THIS DOES NOT PREVENT THE-TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF-REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE-SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR-CLIENT REPRESENTATIVE | Non-Voting | ||||||||
| ADYEN N.V. | ||||||||||
| Security | N3501V104 | Meeting Type | Annual General Meeting | |||||||
| Ticker Symbol | Meeting Date | 11-May-2023 | ||||||||
| ISIN | NL0012969182 | Agenda | 716854408 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| 1. | OPENING AND ANNOUNCEMENTS | Non-Voting | ||||||||
| 2.a. | ANNUAL REPORT FOR THE FINANCIAL YEAR 2022 | Non-Voting | ||||||||
| 2.b. | ADOPTION OF THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR 2022 | Management | For | For | ||||||
| 2.c. | DIVIDEND POLICY AND RESERVATION OF PROFITS | Non-Voting | ||||||||
| 2.d. | ADVISE ON THE REMUNERATION REPORT OVER THE FINANCIAL YEAR 2022 (ADVISORY VOTING ITEM) | Management | For | For | ||||||
| 2.e. | DETERMINATION OF THE REMUNERATION POLICY FOR THE MANAGEMENT BOARD | Management | For | For | ||||||
| 2.f. | DETERMINATION OF THE REMUNERATION POLICY FOR THE SUPERVISORY BOARD | Management | For | For | ||||||
| 2.g. | APPROVAL OF AN INCREASED CAP ON VARIABLE REMUNERATION FOR STAFF MEMBERS WHO PREDOMINANTLY PERFORM THEIR WORK OUTSIDE THE EUROPEAN ECONOMIC AREA TO 200% OF FIXED REMUNERATION | Management | For | For | ||||||
| 3. | DISCHARGE OF THE MANAGEMENT BOARD MEMBERS | Management | For | For | ||||||
| 4. | DISCHARGE OF THE SUPERVISORY BOARD MEMBERS | Management | For | For | ||||||
| 5. | REAPPOINTMENT OF INGO UYTDEHAAGE AS MEMBER OF THE MANAGEMENT BOARD WITH THE TITLE CO-CHIEF EXECUTIVE OFFICER | Management | For | For | ||||||
| 6. | REAPPOINTMENT OF MARIETTE SWART AS MEMBER OF THE MANAGEMENT BOARD WITH THE TITLE CHIEF RISK AND COMPLIANCE OFFICER | Management | For | For | ||||||
| 7. | APPOINTMENT OF BROOKE NAYDEN AS MEMBER OF THE MANAGEMENT BOARD WITH THE TITLE CHIEF HUMAN RESOURCES OFFICER | Management | For | For | ||||||
| 8. | APPOINTMENT OF ETHAN TANDOWSKY AS MEMBER OF THE MANAGEMENT BOARD WITH THE TITLE CHIEF FINANCIAL OFFICER | Management | For | For | ||||||
| 9. | REAPPOINTMENT OF PAMELA JOSEPH AS MEMBER OF THE SUPERVISORY BOARD | Management | For | For | ||||||
| 10. | REAPPOINTMENT OF JOEP VAN BEURDEN AS MEMBER OF THE SUPERVISORY BOARD | Management | For | For | ||||||
| 11. | AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY | Management | For | For | ||||||
| 12. | AUTHORITY TO ISSUE SHARES | Management | For | For | ||||||
| 13. | AUTHORITY TO RESTRICT OR EXCLUDE PRE-EMPTIVE RIGHTS | Management | For | For | ||||||
| 14. | AUTHORITY TO ACQUIRE OWN SHARES | Management | For | For | ||||||
| 15. | REAPPOINT PWC AS AUDITORS | Management | For | For | ||||||
| 16. | ANY OTHER BUSINESS AND CLOSING | Non-Voting | ||||||||
| CMMT | VOTING MUST BE LODGED WITH BENEFICIAL OWNER DETAILS AS PROVIDED BY YOUR-CUSTODIAN BANK. IF NO BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR-INSTRUCTIONS MAY BE REJECTED. | Non-Voting | ||||||||
| CMMT | VOTING MUST BE LODGED WITH SHAREHOLDER DETAILS AS PROVIDED BY YOUR CUSTODIAN-BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE-REJECTED. | Non-Voting | ||||||||
| CMMT | INTERMEDIARY CLIENTS ONLY - PLEASE 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 | Non-Voting | ||||||||
| CMMT | 24 APR 2023: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF TEXT-OF RESOLUTION 15. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE-AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | Non-Voting | ||||||||
| SAP SE | ||||||||||
| Security | D66992104 | Meeting Type | Annual General Meeting | |||||||
| Ticker Symbol | Meeting Date | 11-May-2023 | ||||||||
| ISIN | DE0007164600 | Agenda | 716876303 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| CMMT | VOTING MUST BE LODGED WITH SHAREHOLDER DETAILS AS PROVIDED BY YOUR CUSTODIAN.-IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. | Non-Voting | ||||||||
| CMMT | FROM 10TH FEBRUARY, BROADRIDGE WILL CODE ALL AGENDAS FOR GERMAN MEETINGS IN-ENGLISH ONLY. IF YOU WISH TO SEE THE AGENDA IN GERMAN, THIS WILL BE MADE-AVAILABLE AS A LINK UNDER THE MATERIAL URL DROPDOWN AT THE TOP OF THE BALLOT.-THE GERMAN AGENDAS FOR ANY EXISTING OR PAST MEETINGS WILL REMAIN IN PLACE.-FOR FURTHER INFORMATION, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE | Non-Voting | ||||||||
| CMMT | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN-CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE-NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS-AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS-NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR-QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS-USUAL | Non-Voting | ||||||||
| CMMT | INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S-WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU-WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND-VOTE YOUR SHARES DIRECTLY AT THE COMPANY'S MEETING. COUNTER PROPOSALS CANNOT-BE REFLECTED ON THE BALLOT ON PROXYEDGE | Non-Voting | ||||||||
| CMMT | INTERMEDIARY CLIENTS ONLY - PLEASE 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 | Non-Voting | ||||||||
| 1 | RECEIVE FINANCIAL STATEMENTS AND STATUTORY REPORTS FOR FISCAL YEAR 2022 | Non-Voting | ||||||||
| 2 | APPROVE ALLOCATION OF INCOME AND DIVIDENDS OF EUR 2.05 PER SHARE | Management | For | For | ||||||
| 3 | APPROVE DISCHARGE OF MANAGEMENT BOARD FOR FISCAL YEAR 2022 | Management | For | For | ||||||
| 4 | APPROVE DISCHARGE OF SUPERVISORY BOARD FOR FISCAL YEAR 2022 | Management | For | For | ||||||
| 5 | APPROVE REMUNERATION REPORT | Management | For | For | ||||||
| 6 | AUTHORIZE SHARE REPURCHASE PROGRAM AND REISSUANCE OR CANCELLATION OF REPURCHASED SHARES | Management | For | For | ||||||
| 7 | AUTHORIZE USE OF FINANCIAL DERIVATIVES WHEN REPURCHASING SHARES | Management | For | For | ||||||
| 8.1 | ELECT JENNIFER XIN-ZHE LI TO THE SUPERVISORY BOARD | Management | For | For | ||||||
| 8.2 | ELECT QI LU TO THE SUPERVISORY BOARD | Management | For | For | ||||||
| 8.3 | ELECT PUNIT RENJEN TO THE SUPERVISORY BOARD | Management | For | For | ||||||
| 9 | APPROVE REMUNERATION POLICY FOR THE MANAGEMENT BOARD | Management | For | For | ||||||
| 10 | APPROVE REMUNERATION POLICY FOR THE SUPERVISORY BOARD | Management | For | For | ||||||
| 11.1 | APPROVE VIRTUAL-ONLY SHAREHOLDER MEETINGS UNTIL 2025 | Management | For | For | ||||||
| 11.2 | AMEND ARTICLES RE: PARTICIPATION OF SUPERVISORY BOARD MEMBERS IN THE VIRTUAL ANNUAL GENERAL MEETING BY MEANS OF AUDIO AND VIDEO TRANSMISSION | Management | For | For | ||||||
| EDENRED SA | ||||||||||
| Security | F3192L109 | Meeting Type | MIX | |||||||
| Ticker Symbol | Meeting Date | 11-May-2023 | ||||||||
| ISIN | FR0010908533 | Agenda | 716886645 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| CMMT | FOR SHAREHOLDERS NOT HOLDING SHARES DIRECTLY WITH A FRENCH CUSTODIAN, VOTING-INSTRUCTIONS WILL BE FORWARDED TO YOUR GLOBAL CUSTODIAN ON VOTE DEADLINE-DATE. THE GLOBAL CUSTODIAN AS THE REGISTERED INTERMEDIARY WILL SIGN THE PROXY-CARD AND FORWARD TO THE LOCAL CUSTODIAN FOR LODGMENT. | Non-Voting | ||||||||
| CMMT | FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID VOTING OPTION. FOR ANY ADDITIONAL-RESOLUTIONS RAISED AT THE MEETING THE VOTING INSTRUCTION WILL DEFAULT TO-'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING THE PROXY CARD, THE VOTING-INSTRUCTION WILL DEFAULT TO THE PREFERENCE OF YOUR CUSTODIAN. | Non-Voting | ||||||||
| CMMT | VOTING MUST BE LODGED WITH SHAREHOLDER DETAILS AS PROVIDED BY YOUR CUSTODIAN-BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE-REJECTED. | Non-Voting | ||||||||
| CMMT | FOR SHAREHOLDERS HOLDING SHARES DIRECTLY REGISTERED IN THEIR OWN NAME ON THE-COMPANY SHARE REGISTER, YOU SHOULD RECEIVE A PROXY CARD/VOTING FORM DIRECTLY-FROM THE ISSUER. PLEASE SUBMIT YOUR VOTE DIRECTLY BACK TO THE ISSUER VIA THE-PROXY CARD/VOTING FORM, DO NOT SUBMIT YOUR VOTE VIA BROADRIDGE-SYSTEMS/PLATFORMS OR YOUR INSTRUCTIONS MAY BE REJECTED. | Non-Voting | ||||||||
| CMMT | INTERMEDIARY CLIENTS ONLY - PLEASE 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 | Non-Voting | ||||||||
| CMMT | 04 APR 2023: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS-AVAILABLE BY CLICKING ON THE MATERIAL URL LINK:- https://www.journal-officiel.gouv.fr/telechargements/BALO/pdf/2023/0403/202 304-032300715.pdf PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF-COMMENTS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN-UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | Non-Voting | ||||||||
| 1 | APPROVAL OF THE COMPANY'S FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2022 | Management | For | For | ||||||
| 2 | APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2022 | Management | For | For | ||||||
| 3 | APPROPRIATION OF PROFIT FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2022 AND SETTING OF THE DIVIDEND | Management | For | For | ||||||
| 4 | APPROVAL OF THE COMPENSATION POLICY FOR THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER, PURSUANT TO ARTICLE L.22-10-8 (II.) OF THE FRENCH COMMERCIAL CODE | Management | For | For | ||||||
| 5 | APPROVAL OF THE COMPENSATION POLICY FOR THE MEMBERS OF THE BOARD OF DIRECTORS (EXCLUDING THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER), PURSUANT TO ARTICLE L.22-10-8 (II.) OF THE FRENCH COMMERCIAL CODE | Management | For | For | ||||||
| 6 | APPROVAL OF THE ANNUAL AGGREGATE FIXED AMOUNT ALLOCATED TO DIRECTORS AS COMPENSATION FOR THEIR DUTIES | Management | For | For | ||||||
| 7 | APPROVAL OF THE INFORMATION ON CORPORATE OFFICERS' COMPENSATION REFERRED TO IN ARTICLE L.22-10-9 (I.) OF THE FRENCH COMMERCIAL CODE, PURSUANT TO ARTICLE L.22-10-34 (I.) OF THE FRENCH COMMERCIAL CODE | Management | For | For | ||||||
| 8 | APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS COMPRISING THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING, OR AWARDED FOR, THE FINANCIAL YEAR ENDED DECEMBER 31, 2022 TO MR. BERTRAND DUMAZY, CHAIRMAN AND CHIEF EXECUTIVE OFFICER, PURSUANT TO ARTICLE L.22-10-34 (II.) OF THE FRENCH COMMERCIAL CODE | Management | For | For | ||||||
| 9 | APPROVAL OF THE STATUTORY AUDITORS' SPECIAL REPORT ON THE RELATED-PARTY AGREEMENTS REFERRED TO IN ARTICLE L.225-38 ET SEQ. OF THE FRENCH COMMERCIAL CODE | Management | For | For | ||||||
| 10 | AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO TRADE IN THE COMPANY'S SHARES | Management | For | For | ||||||
| 11 | AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH THE FREE ALLOCATION OF PERFORMANCE SHARES, EXISTING AND/OR TO BE ISSUED WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS, FOR THE BENEFIT OF EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY AND RELATED COMPANIES, WITHIN THE LIMIT OF 1.5% OF THE SHARE CAPITAL | Management | For | For | ||||||
| 12 | POWERS TO CARRY OUT FORMALITIES | Management | For | For | ||||||
| CMMT | 04 APR 2023: 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 TYPICALLY BE RELEASED FROM ESCROW AS SOON AS-PRACTICABLE ON RECORD DATE +1 DAY (OR ON MEETING DATE +1 DAY IF NO RECORD-DATE APPLIES) UNLESS OTHERWISE SPECIFIED, AND ONLY AFTER THE AGENT HAS-CONFIRMED AVAILABILITY OF THE POSITION. 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 | Non-Voting | ||||||||
| CMMT | 04 APR 2023: PLEASE NOTE SHARE BLOCKING WILL APPLY FOR ANY VOTED POSITIONS-SETTLING THROUGH EUROCLEAR BANK. | Non-Voting | ||||||||
| W.A.G PAYMENT SOLUTIONS PLC | ||||||||||
| Security | G9417Z103 | Meeting Type | Annual General Meeting | |||||||
| Ticker Symbol | Meeting Date | 11-May-2023 | ||||||||
| ISIN | GB00BLGXWY71 | Agenda | 717005993 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| O.1 | TO RECEIVE THE COMPANY'S ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2022 | Management | For | For | ||||||
| O.2 | TO RECEIVE AND APPROVE THE DIRECTORS' REMUNERATION REPORT FOR THE PERIOD ENDED 31 DECEMBER 2022 | Management | For | For | ||||||
| O.3 | TO RE-ELECT PAUL MANDUCA AS A DIRECTOR | Management | For | For | ||||||
| O.4 | TO RE-ELECT MARTIN VOHANKA AS A DIRECTOR | Management | For | For | ||||||
| O.5 | TO RE-ELECT MIRJANA BLUME AS A DIRECTOR | Management | For | For | ||||||
| O.6 | TO RE-ELECT SHARON BAYLAY-BELL AS A DIRECTOR | Management | For | For | ||||||
| O.7 | TO RE-ELECT MORGAN SEIGLER AS A DIRECTOR | Management | For | For | ||||||
| O.8 | TO RE-ELECT SUSAN HOOPER AS A DIRECTOR | Management | For | For | ||||||
| O.9 | TO RE-ELECT CAROLINE BROWN AS A DIRECTOR | Management | Abstain | Against | ||||||
| O.10 | TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITOR OF THE COMPANY (THE AUDITOR), TO HOLD OFFICE FROM THE CONCLUSION OF THIS MEETING UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY AT WHICH THE COMPANY'S FINANCIAL STATEMENTS ARE LAID BEFORE THE COMPANY | Management | For | For | ||||||
| O.11 | TO AUTHORISE THE AUDIT AND RISK COMMITTEE TO DETERMINE THE REMUNERATION OF THE AUDITOR | Management | For | For | ||||||
| O.12 | TO AUTHORISE, FOR THE PURPOSES OF PART 14 OF THE COMPANIES ACT 2006, THE COMPANY AND ALL COMPANIES WHICH ARE, AT ANY TIME DURING THE PERIOD FOR WHICH THIS RESOLUTION HAS EFFECT, SUBSIDIARIES OF THE COMPANY: A. TO MAKE POLITICAL DONATIONS TO POLITICAL PARTIES OR INDEPENDENT ELECTORAL CANDIDATES, NOT EXCEEDING GBP 100,000 IN TOTAL; B. TO MAKE POLITICAL DONATIONS TO POLITICAL ORGANISATIONS OTHER THAN POLITICAL PARTIES, NOT EXCEEDING GBP 100,000 IN TOTAL; AND C. TO INCUR POLITICAL EXPENDITURE, NOT EXCEEDING GBP 100,000 IN TOTAL IN EACH CASE, AS SUCH TERMS ARE DEFINED IN PART 14 OF THE COMPANIES ACT 2006, PROVIDED THAT THE AGGREGATE AMOUNT OF | Management | For | For | ||||||
| ANY SUCH DONATIONS AND EXPENDITURE SHALL NOT EXCEED GBP 100,000 DURING THE PERIOD BEGINNING WITH THE DATE OF THE PASSING OF THIS RESOLUTION AND ENDING AT THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD IN 2024 | ||||||||||
| O.13 | THAT APPROVAL IS GRANTED FOR THE WAIVER BY THE PANEL ON TAKEOVERS AND MERGERS OF ANY OBLIGATION THAT WOULD OTHERWISE ARISE, PURSUANT TO RULE 9 OF THE CITY CODE ON TAKEOVERS AND MERGERS, ON MARTIN VOHANKA TO MAKE A GENERAL OFFER FOR ALL THE ORDINARY ISSUED SHARE CAPITAL OF THE COMPANY, FOLLOWING ANY INCREASE IN THE PERCENTAGE OF SHARES OF THE COMPANY CARRYING VOTING RIGHTS IN MARTIN VOHANKA IS INTERESTED RESULTING FROM THE EXERCISE BY THE COMPANY OF THE AUTHORITY TO PURCHASE ITS OWN ORDINARY SHARES GRANTED TO THE COMPANY PURSUANT TO RESOLUTION 17 BELOW PROVIDED THAT SUCH APPROVAL SHALL EXPIRE AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY OR ON 11 AUGUST 2024, WHICHEVER IS EARLIER | Management | Against | Against | ||||||
| O.14 | TO AUTHORISE THE DIRECTORS, IN ACCORDANCE WITH SECTION 551 OF THE COMPANIES ACT 2006 (THE ACT), TO EXERCISE ALL THE POWERS OF THE COMPANY TO ALLOT SHARES IN THE COMPANY AND TO GRANT RIGHTS TO SUBSCRIBE FOR, OR TO CONVERT ANY SECURITY INTO, SHARES IN THE COMPANY: A. UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 2,273,407.39; AND B. UP TO A FURTHER AGGREGATE NOMINAL AMOUNT OF GBP 2,273,407.39 PROVIDED THAT I. THEY ARE EQUITY SECURITIES (WITHIN THE MEANING OF SECTION 560(1) OF THE ACT; AND II. THEY ARE OFFERED BY WAY OF A RIGHTS ISSUE TO HOLDERS OF ORDINARY SHARES ON THE REGISTER OF MEMBERS AT SUCH RECORD DATE AS THE DIRECTORS MAY DETERMINE WHERE THE EQUITY SECURITIES RESPECTIVELY ATTRIBUTABLE TO THE INTERESTS OF THE ORDINARY SHAREHOLDERS ARE PROPORTIONATE (AS NEARLY AS MAY BE PRACTICABLE) TO THE RESPECTIVE NUMBERS OF ORDINARY SHARES HELD BY THEM ON ANY SUCH RECORD DATE AND TO OTHER HOLDERS OF EQUITY SECURITIES ENTITLED TO PARTICIPATE THEREIN, SUBJECT TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE DIRECTORS MAY DEEM NECESSARY OR EXPEDIENT TO DEAL WITH TREASURY SHARES, FRACTIONAL ENTITLEMENTS OR LEGAL OR PRACTICAL PROBLEMS ARISING UNDER THE LAWS OF ANY OVERSEAS TERRITORY OR THE REQUIREMENTS OF ANY REGULATORY BODY OR STOCK EXCHANGE OR BY VIRTUE OF SHARES BEING REPRESENTED BY DEPOSITARY RECEIPTS OR ANY OTHER MATTER. THIS | Management | Against | Against | ||||||
| AUTHORITY SHALL CONTINUE FOR THE PERIOD ENDING ON THE DATE OF THE ANNUAL GENERAL MEETING IN 2024 (OR, IF EARLIER, AT THE CLOSE OF BUSINESS ON 11 AUGUST 2024), PROVIDED THAT THE DIRECTORS SHALL BE ENTITLED TO MAKE OFFERS OR AGREEMENTS BEFORE THE EXPIRY OF SUCH AUTHORITY WHICH WOULD OR MIGHT REQUIRE SHARES TO BE ALLOTTED OR SUCH RIGHTS TO BE GRANTED AFTER SUCH EXPIRY AND THE COMPANY MAY ALLOT SHARES AND GRANT RIGHTS PURSUANT TO ANY SUCH OFFER OR AGREEMENT AS IF THIS AUTHORITY HAD NOT EXPIRED | ||||||||||
| S.15 | THAT SUBJECT TO THE PASSING OF RESOLUTION 14 ABOVE, THE DIRECTORS OF THE COMPANY BE AND ARE HEREBY EMPOWERED, UNTIL THE CONCLUSION OF THE PERIOD OF AUTHORITY, PURSUANT TO SECTION 570 OF THE COMPANIES ACT 2006 (THE ''ACT'') TO ALLOT EQUITY SECURITIES (WITHIN THE MEANING OF SECTION 560 OF THE ACT) FOR CASH PURSUANT TO THE AUTHORITY CONFERRED UPON THEM UNDER RESOLUTION 14 ABOVE AS IF SECTION 561 OF THE ACT DID NOT APPLY TO ANY SUCH ALLOTMENT AND PURSUANT TO SECTION 573 OF THE ACT TO ALLOT EQUITY SECURITIES (WITHIN THE MEANING OF SECTION 560 OF THE ACT) HELD BY THE COMPANY AS TREASURY SHARES (WITHIN THE MEANING OF SECTION 724(5) OF THE ACT) FOR CASH AS IF SECTION 561 OF THE ACT DID NOT APPLY TO ANY SUCH ALLOTMENT, PROVIDED THAT THIS POWER SHALL BE LIMITED TO: A. THE ALLOTMENT OF EQUITY SECURITIES IN CONNECTION WITH A RIGHTS ISSUE, OPEN OFFER OR ANY OTHER OFFER IN FAVOUR OF HOLDERS OF ORDINARY SHARES (WITHIN THE MEANING OF SECTION 560 OF THE ACT) AND ANY OTHER PERSONS ENTITLED TO PARTICIPATE IN SUCH ISSUE OR OFFERING WHERE THE EQUITY SECURITIES RESPECTIVELY ATTRIBUTABLE TO THE INTERESTS OF SUCH HOLDERS AND PERSONS ARE PROPORTIONATE (AS NEARLY AS MAY BE) TO THE RESPECTIVE NUMBERS OF ORDINARY SHARES HELD BY OR DEEMED TO BE HELD BY THEM ON THE RECORD DATE OF SUCH ALLOTMENT, SUBJECT TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE DIRECTORS MAY CONSIDER NECESSARY OR EXPEDIENT TO DEAL WITH FRACTIONAL ENTITLEMENTS OR LEGAL OR PRACTICAL PROBLEMS ARISING UNDER THE LAWS OR REQUIREMENTS OF ANY TERRITORY OR THE REQUIREMENTS OF ANY REGULATORY AUTHORITY OR ANY STOCK EXCHANGE; B. THE ALLOTMENT OF EQUITY SECURITIES (OTHERWISE THAN PURSUANT TO SUB-PARAGRAPH (A) ABOVE) UP TO AN AGGREGATE NOMINAL AMOUNT EQUAL TO THE SUM OF GBP 344,455.66, AND IN RESPECT OF ANY | Management | Against | Against | ||||||
| SUCH ALLOTMENT, ON TERMS THAT THE SHARES CONSTITUTING THE EQUITY SECURITIES ALLOTTED OR FOR OR INTO WHICH THE EQUITY SECURITIES ALLOTTED GIVE A RIGHT TO SUBSCRIBE OR CONVERT (AS THE CASE MAY BE) SHALL BE SUBSCRIBED FOR OR ISSUED OR SOLD (AS THE CASE MAY BE) AT A PRICE PER SHARE NOT LESS THAN THE NET ASSET VALUE PER SHARE CALCULATED PURSUANT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY AS AT THE CALCULATION DATE (AS DEFINED IN THE ARTICLES OF ASSOCIATION OF THE COMPANY) IMMEDIATELY PRECEDING THE ISSUE (OR SALE) OF SUCH SHARES; SAVE THAT THE COMPANY MAY, BEFORE THE EXPIRY OF THE PERIOD OF AUTHORITY, MAKE AN OFFER OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED AFTER SUCH EXPIRY AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT AS IF THE POWER CONFERRED HEREBY HAD NOT EXPIRED | ||||||||||
| S.16 | IF RESOLUTION 14 IS PASSED, AND IN ADDITION TO THE POWER CONFERRED BY RESOLUTION 15 TO AUTHORISE THE DIRECTORS PURSUANT TO SECTION 570 AND SECTION 573 OF THE COMPANIES ACT 2006, TO ALLOT EQUITY SECURITIES (WITHIN THE MEANING OF SECTION 560 OF THAT ACT) FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 14 AND BY WAY OF A SALE OF TREASURY SHARES AS IF SECTION 561(1) OF THAT ACT DID NOT APPLY TO ANY SUCH ALLOTMENT PROVIDED THAT THIS POWER SHALL: A. BE LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES OR SALE OF TREASURY SHARES TO ANY PERSON OR PERSONS UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 344,455.66; AND B. ONLY BE USED FOR THE PURPOSES OF FINANCING (OR REFINANCING, IF THE AUTHORITY IS TO BE USED WITHIN SIX MONTHS AFTER THE ORIGINAL TRANSACTION) A TRANSACTION WHICH THE DIRECTORS DETERMINE TO BE AN ACQUISITION OR OTHER CAPITAL INVESTMENT OF A KIND CONTEMPLATED BY THE 2015 STATEMENT OF PRINCIPLES ON DISAPPLYING PRE-EMPTION RIGHTS PUBLISHED BY THE PRE-EMPTION GROUP. THIS AUTHORITY SHALL CONTINUE FOR THE SAME PERIOD AS THE AUTHORITY CONFERRED BY RESOLUTION 15, PROVIDED THAT THE COMPANY SHALL BE ENTITLED TO MAKE OFFERS OR AGREEMENTS BEFORE THE EXPIRY OF SUCH AUTHORITY WHICH WOULD OR MIGHT REQUIRE EQUITY SECURITIES TO BE ALLOTTED AFTER SUCH EXPIRY AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES PURSUANT TO ANY SUCH OFFER OR AGREEMENT AS IF THIS AUTHORITY HAD NOT EXPIRED | Management | Against | Against | ||||||
| S.17 | THAT, THE COMPANY IS HEREBY GENERALLY AND UNCONDITIONALLY AUTHORISED TO MAKE MARKET PURCHASES (WITHIN THE MEANING OF SECTION 693(4) OF THE COMPANIES ACT 2006) OF ORDINARY SHARES OF 1 PENCE EACH IN THE CAPITAL OF THE COMPANY PROVIDED THAT: I. THE MAXIMUM NUMBER OF ORDINARY SHARES HEREBY AUTHORISED TO BE PURCHASED IS 68,891,133; II. THE MINIMUM PRICE (EXCLUSIVE OF EXPENSES) WHICH MAY BE PAID FOR AN ORDINARY SHARE IS 1 PENCE PER SHARE; III. THE MAXIMUM PRICE (EXCLUSIVE OF EXPENSES) WHICH MAY BE PAID FOR AN ORDINARY SHARE IS, IN RESPECT OF AN ORDINARY SHARE CONTRACTED TO BE PURCHASED ON ANY DAY, THE HIGHER OF (A) AN AMOUNT EQUAL TO 105% OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS OF AN ORDINARY SHARE OF THE COMPANY DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST FOR THE FIVE BUSINESS DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH THE ORDINARY SHARE IS CONTRACTED TO BE PURCHASED AND (B) AN AMOUNT EQUAL TO THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE OF AN ORDINARY SHARE AND THE HIGHEST CURRENT INDEPENDENT BID FOR AN ORDINARY SHARE ON THE TRADING VENUE WHERE THE PURCHASE IS CARRIED OUT; (IV) THE AUTHORITY HEREBY CONFERRED SHALL EXPIRE AT THE CLOSE OF THE AGM IN 2024 OR 18 MONTHS FROM THE DATE OF THIS RESOLUTION (WHICHEVER IS EARLIER) (UNLESS PREVIOUSLY RENEWED, VARIED OR REVOKED BY THE COMPANY IN GENERAL MEETING); AND IV. DURING THE RELEVANT PERIOD THE COMPANY MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES UNDER THIS AUTHORITY PRIOR TO THE EXPIRY OF SUCH AUTHORITY WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER THE EXPIRY OF SUCH AUTHORITY AND MAY MAKE A PURCHASE OF ORDINARY SHARES IN PURSUANCE OF ANY SUCH CONTRACT AS IF THE AUTHORITY HAD NOT EXPIRED | Management | Against | Against | ||||||
| S.18 | TO AUTHORISE THE CALLING OF GENERAL MEETINGS OF THE COMPANY (NOT BEING AN ANNUAL GENERAL MEETING) BY NOTICE OF AT LEAST 14 CLEAR DAYS | Management | For | For | ||||||
| CTS EVENTIM AG & CO. KGAA | ||||||||||
| Security | D1648T108 | Meeting Type | Annual General Meeting | |||||||
| Ticker Symbol | Meeting Date | 16-May-2023 | ||||||||
| ISIN | DE0005470306 | Agenda | 716902007 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| CMMT | VOTING MUST BE LODGED WITH SHAREHOLDER DETAILS AS PROVIDED BY YOUR CUSTODIAN.-IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. | Non-Voting | ||||||||
| 1 | RECEIVE FINANCIAL STATEMENTS AND STATUTORY REPORTS FOR FISCAL YEAR 2022 | Non-Voting | ||||||||
| 2 | ACCEPT FINANCIAL STATEMENTS AND STATUTORY REPORTS FOR FISCAL YEAR 2022 | Management | For | For | ||||||
| 3 | APPROVE ALLOCATION OF INCOME AND DIVIDENDS OF EUR 1.06 PER SHARE | Management | For | For | ||||||
| 4 | APPROVE DISCHARGE OF PERSONALLY LIABLE PARTNER FOR FISCAL YEAR 2022 | Management | For | For | ||||||
| 5 | APPROVE DISCHARGE OF SUPERVISORY BOARD FOR FISCAL YEAR 2022 | Management | For | For | ||||||
| 6 | RATIFY KPMG AG AS AUDITORS FOR FISCAL YEAR 2023 | Management | For | For | ||||||
| 7 | APPROVE VIRTUAL-ONLY SHAREHOLDER MEETINGS UNTIL 2028 | Management | For | For | ||||||
| 8 | AMEND ARTICLES RE: PARTICIPATION OF SUPERVISORY BOARD MEMBERS IN THE ANNUAL GENERAL MEETING BY MEANS OF AUDIO AND VIDEO TRANSMISSION | Management | For | For | ||||||
| 9 | AMEND ARTICLES RE: ELECTRONIC COMMUNICATION; ABSENTEE VOTE | Management | For | For | ||||||
| 10 | APPROVE REMUNERATION REPORT | Management | For | For | ||||||
| CMMT | FROM 10TH FEBRUARY, BROADRIDGE WILL CODE ALL AGENDAS FOR GERMAN MEETINGS IN-ENGLISH ONLY. IF YOU WISH TO SEE THE AGENDA IN GERMAN, THIS WILL BE MADE-AVAILABLE AS A LINK UNDER THE MATERIAL URL DROPDOWN AT THE TOP OF THE BALLOT.-THE GERMAN AGENDAS FOR ANY EXISTING OR PAST MEETINGS WILL REMAIN IN PLACE.-FOR FURTHER INFORMATION, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. | Non-Voting | ||||||||
| CMMT | ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN-CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE-NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS | Non-Voting | ||||||||
| HAS REACHED CERTAIN THRESHOLDS-AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS-NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR-QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS-USUAL. | ||||||||||
| CMMT | INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S-WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU-WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND-VOTE YOUR SHARES DIRECTLY AT THE COMPANY'S MEETING. COUNTER PROPOSALS CANNOT-BE REFLECTED ON THE BALLOT ON PROXYEDGE. | Non-Voting | ||||||||
| CMMT | INTERMEDIARY CLIENTS ONLY - PLEASE 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 | Non-Voting | ||||||||
| AIA GROUP LTD | ||||||||||
| Security | Y002A1105 | Meeting Type | Annual General Meeting | |||||||
| Ticker Symbol | Meeting Date | 18-May-2023 | ||||||||
| ISIN | HK0000069689 | Agenda | 716976191 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| CMMT | PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS:-https://www1.hkexnews.hk/listedco/listconews/sehk/2023/ 0411/2023041100617.pdf-AND-https://www1.hkexnews.hk/listedco/listconews/sehk/2023/ 0411/2023041100638.pdf | Non-Voting | ||||||||
| CMMT | 19 APR 2023: PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF "ABSTAIN"-WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE. | Non-Voting | ||||||||
| 1 | TO RECEIVE THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY, THE REPORT OF THE DIRECTORS AND THE INDEPENDENT AUDITORS REPORT FOR THE YEAR ENDED 31 DECEMBER 2022 | Management | For | For | ||||||
| 2 | TO DECLARE A FINAL DIVIDEND OF 113.40 HONG KONG CENTS PER SHARE FOR THE YEAR ENDED 31 DECEMBER 2022 | Management | For | For | ||||||
| 3 | TO RE-ELECT MR. EDMUND SZE-WING TSE AS INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY | Management | For | For | ||||||
| 4 | TO RE-ELECT MR. JACK CHAK-KWONG SO AS INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY | Management | For | For | ||||||
| 5 | TO RE-ELECT PROFESSOR LAWRENCE JUEN-YEE LAU AS INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY | Management | For | For | ||||||
| 6 | TO RE-APPOINT PRICEWATERHOUSECOOPERS AS AUDITOR OF THE COMPANY AND TO AUTHORISE THE BOARD OF DIRECTORS OF THE COMPANY TO FIX ITS REMUNERATION | Management | For | For | ||||||
| 7A | TO GRANT A GENERAL MANDATE TO THE DIRECTORS TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES OF THE COMPANY, NOT EXCEEDING 10 PER CENT OF THE NUMBER OF SHARES OF THE COMPANY IN ISSUE AS AT THE DATE OF THIS RESOLUTION, AND THE DISCOUNT FOR ANY SHARES TO BE ISSUED SHALL NOT EXCEED 10 PER CENT TO THE BENCHMARKED PRICE | Management | For | For | ||||||
| 7B | TO GRANT A GENERAL MANDATE TO THE DIRECTORS TO BUY BACK SHARES OF THE COMPANY, NOT EXCEEDING 10 PER CENT OF THE NUMBER OF SHARES OF THE COMPANY IN ISSUE AS AT THE DATE OF THIS RESOLUTION | Management | For | For | ||||||
| 8 | TO ADJUST THE LIMIT OF THE ANNUAL SUM OF THE DIRECTORS FEE TO USD 3,800,000 | Management | For | For | ||||||
| 9 | TO APPROVE AND ADOPT THE PROPOSED AMENDMENTS TO THE SHARE OPTION SCHEME OF THE COMPANY | Management | For | For | ||||||
| 10 | TO APPROVE AND ADOPT THE RESTRICTED SHARE UNIT SCHEME OF THE COMPANY WITH THE AMENDED TERMS | Management | For | For | ||||||
| 11 | TO APPROVE AND ADOPT THE EMPLOYEE SHARE PURCHASE PLAN OF THE COMPANY WITH THE AMENDED TERMS | Management | For | For | ||||||
| 12 | TO APPROVE AND ADOPT THE AGENCY SHARE PURCHASE PLAN OF THE COMPANY WITH THE AMENDED TERMS | Management | For | For | ||||||
| CMMT | 19 APR 2023: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF-COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN-UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | Non-Voting | ||||||||
| SAFRAN SA | ||||||||||
| Security | F4035A557 | Meeting Type | MIX | |||||||
| Ticker Symbol | Meeting Date | 25-May-2023 | ||||||||
| ISIN | FR0000073272 | Agenda | 717144151 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| CMMT | FOR SHAREHOLDERS NOT HOLDING SHARES DIRECTLY WITH A FRENCH CUSTODIAN, VOTING-INSTRUCTIONS WILL BE FORWARDED TO YOUR GLOBAL CUSTODIAN ON VOTE DEADLINE-DATE. THE GLOBAL CUSTODIAN AS THE REGISTERED INTERMEDIARY WILL SIGN THE PROXY-CARD AND FORWARD TO THE LOCAL CUSTODIAN FOR LODGMENT | Non-Voting | ||||||||
| CMMT | FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID VOTING OPTION. FOR ANY ADDITIONAL-RESOLUTIONS RAISED AT THE MEETING THE VOTING INSTRUCTION WILL DEFAULT TO-'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING THE PROXY CARD, THE VOTING-INSTRUCTION WILL DEFAULT TO THE PREFERENCE OF YOUR CUSTODIAN | Non-Voting | ||||||||
| CMMT | VOTING MUST BE LODGED WITH SHAREHOLDER DETAILS AS PROVIDED BY YOUR CUSTODIAN-BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE-REJECTED | Non-Voting | ||||||||
| CMMT | FOR SHAREHOLDERS HOLDING SHARES DIRECTLY REGISTERED IN THEIR OWN NAME ON THE-COMPANY SHARE REGISTER, YOU SHOULD RECEIVE A PROXY CARD/VOTING FORM DIRECTLY-FROM THE ISSUER. PLEASE SUBMIT YOUR VOTE DIRECTLY BACK TO THE ISSUER VIA THE-PROXY CARD/VOTING FORM, DO NOT SUBMIT YOUR VOTE VIA BROADRIDGE-SYSTEMS/PLATFORMS OR YOUR INSTRUCTIONS MAY BE REJECTED | Non-Voting | ||||||||
| CMMT | 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 TYPICALLY BE RELEASED FROM ESCROW AS SOON AS PRACTICABLE ON-RECORD DATE +1 DAY (OR ON MEETING DATE +1 DAY IF NO RECORD DATE APPLIES)-UNLESS OTHERWISE SPECIFIED, AND ONLY AFTER THE AGENT HAS CONFIRMED- | Non-Voting | ||||||||
| AVAILABILITY OF THE POSITION. 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 | ||||||||||
| CMMT | PLEASE NOTE SHARE BLOCKING WILL APPLY FOR ANY VOTED POSITIONS SETTLING-THROUGH EUROCLEAR BANK | Non-Voting | ||||||||
| CMMT | PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:-https://www.journal- officiel.gouv.fr/telechargements/BALO/pdf/2023/0329/202 303-292300694.pdf | Non-Voting | ||||||||
| CMMT | INTERMEDIARY CLIENTS ONLY - PLEASE 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 | Non-Voting | ||||||||
| 1 | APPROVAL OF THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2022 | Management | For | For | ||||||
| 2 | APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2022 | Management | For | For | ||||||
| 3 | APPROPRIATION OF PROFIT FOR THE YEAR AND APPROVAL OF THE RECOMMENDED DIVIDEND | Management | For | For | ||||||
| 4 | APPROVAL OF A RELATED-PARTY AGREEMENT GOVERNED BY ARTICLE L.225-38 OF THE FRENCH COMMERCIAL CODE ENTERED INTO WITH AIRBUS SE, TIKEHAU ACE CAPITAL, AD HOLDING AND THE FRENCH STATE, AND OF THE STATUTORY AUDITORS SPECIAL REPORT ON RELATED-PARTY AGREEMENTS GOVERNED BY ARTICLES L.225-38 ET SEQ. OF THE FRENCH COMMERCIAL CODE | Management | For | For | ||||||
| 5 | RATIFICATION OF THE APPOINTMENT OF ALEXANDRE LAHOUSSE AS A DIRECTOR PUT FORWARD BY THE FRENCH STATE | Management | For | For | ||||||
| 6 | RATIFICATION OF THE APPOINTMENT OF ROBERT PEUGEOT AS A DIRECTOR | Management | For | For | ||||||
| 7 | RE-APPOINTMENT OF ROSS MC INNES AS A DIRECTOR | Management | For | For | ||||||
| 8 | RE-APPOINTMENT OF OLIVIER ANDRIES AS A DIRECTOR | Management | For | For | ||||||
| 9 | APPOINTMENT OF FABRICE BREGIER AS AN INDEPENDENT DIRECTOR | Management | For | For | ||||||
| 10 | RE-APPOINTMENT OF LAURENT GUILLOT AS AN INDEPENDENT DIRECTOR | Management | For | For | ||||||
| 11 | RE-APPOINTMENT OF ALEXANDRE LAHOUSSE AS A DIRECTOR PUT FORWARD BY THE FRENCH STATE | Management | For | For | ||||||
| 12 | APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS OF THE TOTAL COMPENSATION AND BENEFITS PAID DURING OR AWARDED FOR 2022 TO THE CHAIRMAN OF THE BOARD OF DIRECTORS | Management | For | For | ||||||
| 13 | APPROVAL OF THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS OF THE TOTAL COMPENSATION AND BENEFITS PAID DURING OR AWARDED FOR 2022 TO THE CHIEF EXECUTIVE OFFICER | Management | For | For | ||||||
| 14 | APPROVAL OF THE DISCLOSURES REQUIRED UNDER ARTICLE L.22-10-9 I OF THE FRENCH COMMERCIAL CODE CONCERNING THE COMPENSATION OF CORPORATE OFFICERS FOR 2022 | Management | For | For | ||||||
| 15 | APPROVAL OF THE COMPENSATION POLICY APPLICABLE TO THE CHAIRMAN OF THE BOARD OF DIRECTORS FOR 2023 | Management | For | For | ||||||
| 16 | APPROVAL OF THE COMPENSATION POLICY APPLICABLE TO THE CHIEF EXECUTIVE OFFICER FOR 2023 | Management | For | For | ||||||
| 17 | APPROVAL OF THE COMPENSATION POLICY APPLICABLE TO THE DIRECTORS FOR 2023 | Management | For | For | ||||||
| 18 | AUTHORIZATION FOR THE BOARD OF DIRECTORS TO CARRY OUT A SHARE BUYBACK PROGRAM | Management | For | For | ||||||
| 19 | AUTHORIZATION TO INCREASE THE COMPANY'S CAPITAL BY ISSUING SHARES AND/OR SECURITIES CARRYING RIGHTS TO SHARES, WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS, WHICH MAY NOT BE USED DURING, OR IN THE RUN-UP TO, A PUBLIC OFFER, AND BLANKET CEILING FOR CAPITAL INCREASES WITH OR WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS | Management | For | For | ||||||
| 20 | AUTHORIZATION TO INCREASE THE COMPANY'S CAPITAL BY ISSUING SHARES AND/OR SECURITIES CARRYING RIGHTS TO SHARES, WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS, BY WAY OF A PUBLIC OFFER OTHER THAN OFFERS GOVERNED BY ARTICLE L.411-2, 1N OF THE MON. AND FIN. CODE, WHICH MAY NOT BE USED DURING, OR IN THE RUN-UP TO, A PUBLIC OFFER | Management | For | For | ||||||
| 21 | AUTHORIZATION TO ISSUE SHARES AND/OR SECURITIES CARRYING RIGHTS TO SHARES OF THE COMPANY, WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS, IN THE EVENT OF A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY, WHICH MAY NOT BE USED DURING, OR IN THE RUN-UP TO, A PUBLIC OFFER | Management | For | For | ||||||
| 22 | AUTHORIZATION TO INCREASE THE COMPANY'S CAPITAL BY ISSUING SHARES AND/OR SECURITIES CARRYING RIGHTS TO SHARES OF THE COMPANY, WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS, THROUGH AN OFFER GOVERNED BY ARTICLE L.411-2, 1N OF THE MON. AND FIN. CODE, WHICH MAY NOT BE USED DURING, OR IN THE RUN-UP TO, A PUBLIC OFFER | Management | For | For | ||||||
| 23 | AUTHORIZATION TO INCREASE THE NUMBER OF SECURITIES INCLUDED IN AN ISSUE CARRIED OUT WITH OR WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS (PURSUANT TO THE 19TH, 20TH, 21ST OR 22ND RESOLUTIONS), WHICH MAY NOT BE USED DURING, OR IN THE RUN-UP TO, A PUBLIC OFFER | Management | For | For | ||||||
| 24 | AUTHORIZATION TO INCREASE THE COMPANY'S CAPITAL BY CAPITALIZING RESERVES, RETAINED EARNINGS, PROFITS OR ADDITIONAL PAID-IN CAPITAL, WHICH MAY NOT BE USED DURING, OR IN THE RUN-UP TO, A PUBLIC OFFER | Management | For | For | ||||||
| 25 | AUTHORIZATION TO INCREASE THE COMPANY'S CAPITAL BY ISSUING SHARES TO EMPLOYEES WHO ARE MEMBERS OF A GROUP EMPLOYEE SAVINGS PLAN, WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS | Management | For | For | ||||||
| 26 | AUTHORIZATION TO REDUCE THE COMPANY'S CAPITAL BY CANCELING TREASURY SHARES | Management | For | For | ||||||
| 27 | AUTHORIZATION TO GRANT EXISTING OR NEW SHARES OF THE COMPANY, WITHOUT CONSIDERATION AND WITH PERFORMANCE CONDITIONS, TO EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY AND OTHER GROUP ENTITIES, WITH A WAIVER OF SHAREHOLDERS PRE-EMPTIVE SUBSCRIPTION RIGHTS | Management | For | For | ||||||
| 28 | AUTHORIZATION TO GRANT EXISTING OR NEW SHARES OF THE COMPANY, WITHOUT CONSIDERATION AND WITHOUT PERFORMANCE CONDITIONS, TO EMPLOYEES OF THE COMPANY AND OTHER GROUP ENTITIES, WITH A WAIVER OF SHAREHOLDERS PRE-EMPTIVE SUBSCRIPTION RIGHTS | Management | For | For | ||||||
| 29 | POWERS TO CARRY OUT FORMALITIES | Management | For | For | ||||||
| SENSATA TECHNOLOGIES HOLDING PLC | ||||||||||
| Security | G8060N102 | Meeting Type | Annual | |||||||
| Ticker Symbol | ST | Meeting Date | 25-May-2023 | |||||||
| ISIN | GB00BFMBMT84 | Agenda | 935812479 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| 1a. | Election of Director: Andrew C. Teich | Management | For | For | ||||||
| 1b. | Election of Director: Jeffrey J. Cote | Management | For | For | ||||||
| 1c. | Election of Director: John P. Absmeier | Management | For | For | ||||||
| 1d. | Election of Director: Daniel L. Black | Management | For | For | ||||||
| 1e. | Election of Director: Lorraine A. Bolsinger | Management | For | For | ||||||
| 1f. | Election of Director: Constance E. Skidmore | Management | For | For | ||||||
| 1g. | Election of Director: Steven A. Sonnenberg | Management | For | For | ||||||
| 1h. | Election of Director: Martha N. Sullivan | Management | For | For | ||||||
| 1i. | Election of Director: Stephen M. Zide | Management | For | For | ||||||
| 2. | Advisory resolution to approve executive compensation | Management | For | For | ||||||
| 3. | Ordinary resolution to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm | Management | For | For | ||||||
| 4. | Advisory resolution on Director Compensation Report | Management | For | For | ||||||
| 5. | Ordinary resolution to appoint Deloitte & Touche LLP as the Company's U.K. statutory auditor | Management | For | For | ||||||
| 6. | Ordinary resolution to authorize the Audit Committee, for and on behalf of the Board, to determine the Company's U.K. statutory auditor's reimbursement | Management | For | For | ||||||
| 7. | Ordinary resolution to receive the Company's 2022 Annual Report and Accounts | Management | For | For | ||||||
| 8. | Special resolution to approve the form of share repurchase contracts and repurchase counterparties | Management | For | For | ||||||
| 9. | Ordinary resolution to authorize the Board of Directors to issue equity securities | Management | For | For | ||||||
| 10. | Special resolution to authorize the Board of Directors to issue equity securities without pre-emptive rights | Management | For | For | ||||||
| 11. | Ordinary resolution to authorize the Board of Directors to issue equity securities under our equity incentive plans | Management | For | For | ||||||
| 12. | Special resolution to authorize the Board of Directors to issue equity securities under our equity incentive plans without pre-emptive rights | Management | For | For | ||||||
Investment Company Report
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| MELROSE INDUSTRIES PLC | ||||||||||
| Security | G5973J210 | Meeting Type | Annual General Meeting | |||||||
| Ticker Symbol | Meeting Date | 08-Jun-2023 | ||||||||
| ISIN | GB00BNGDN821 | Agenda | 717121610 - Management | |||||||
| �� | ||||||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| 1 | TO RECEIVE THE COMPANYS AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 TOGETHER WITH THE REPORTS THEREON | Management | For | For | ||||||
| 2 | TO APPROVE THE DIRECTORS REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2022 | Management | For | For | ||||||
| 3 | TO APPROVE THE 2023 DIRECTORS REMUNERATION POLICY | Management | For | For | ||||||
| 4 | TO RE-ELECT CHRISTOPHER MILLER AS A DIRECTOR | Management | For | For | ||||||
| 5 | TO RE-ELECT SIMON PECKHAM AS A DIRECTOR | Management | For | For | ||||||
| 6 | TO RE-ELECT GEOFFREY MARTIN AS A DIRECTOR | Management | For | For | ||||||
| 7 | TO RE-ELECT PETER DILNOT AS A DIRECTOR | Management | For | For | ||||||
| 8 | TO RE-ELECT JUSTIN DOWLEY AS A DIRECTOR | Management | For | For | ||||||
| 9 | TO RE-ELECT DAVID LIS AS A DIRECTOR | Management | For | For | ||||||
| 10 | TO RE-ELECT CHARLOTTE TWYNING AS A DIRECTOR | Management | For | For | ||||||
| 11 | TO RE-ELECT FUNMI ADEGOKE AS A DIRECTOR | Management | For | For | ||||||
| 12 | TO RE-ELECT HEATHER LAWRENCE AS A DIRECTOR | Management | For | For | ||||||
| 13 | TO RE-ELECT VICTORIA JARMAN AS A DIRECTOR | Management | For | For | ||||||
| 14 | TO RE-APPOINT DELOITTE LLP AS AUDITOR | Management | For | For | ||||||
| 15 | TO AUTHORISE THE AUDIT COMMITTEE TO DETERMINE THE AUDITORS REMUNERATION | Management | For | For | ||||||
| 16 | TO RENEW THE AUTHORITY GIVEN TO DIRECTORS TO ALLOT SHARES | Management | For | For | ||||||
| 17 | TO GIVE THE DIRECTORS AUTHORITY TO ALLOT EQUITY SECURITIES WITHOUT APPLICATION OF PRE-EMPTION RIGHTS | Management | For | For | ||||||
| 18 | TO GIVE THE DIRECTORS AUTHORITY TO ALLOT EQUITY SECURITIES FOR THE PURPOSE OF FINANCING AN ACQUISITION OF PRE-EMPTION RIGHTS | Management | For | For | ||||||
| 19 | TO AUTHORISE MARKET PURCHASES OF SHARES | Management | For | For | ||||||
| 20 | TO APPROVE THE CALLING OF A GENERAL MEETING OTHER THAN AN ANNUAL GENERAL MEETING ON NOT LESS THAN 14 CLEAR DAYS NOTICE | Management | For | For | ||||||
| 21 | TO AMEND THE COMPANYS ARTICLES OF ASSOCIATION | Management | For | For | ||||||
| WORLDLINE SA | ||||||||||
| Security | F9867T103 | Meeting Type | MIX | |||||||
| Ticker Symbol | Meeting Date | 08-Jun-2023 | ||||||||
| ISIN | FR0011981968 | Agenda | 717157792 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| CMMT | FOR SHAREHOLDERS NOT HOLDING SHARES DIRECTLY WITH A FRENCH CUSTODIAN, VOTING-INSTRUCTIONS WILL BE FORWARDED TO YOUR GLOBAL CUSTODIAN ON VOTE DEADLINE-DATE. THE GLOBAL CUSTODIAN AS THE REGISTERED INTERMEDIARY WILL SIGN THE PROXY-CARD AND FORWARD TO THE LOCAL CUSTODIAN FOR LODGMENT | Non-Voting | ||||||||
| CMMT | FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID VOTING OPTION. FOR ANY ADDITIONAL-RESOLUTIONS RAISED AT THE MEETING THE VOTING INSTRUCTION WILL DEFAULT TO-'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING THE PROXY CARD, THE VOTING-INSTRUCTION WILL DEFAULT TO THE PREFERENCE OF YOUR CUSTODIAN | Non-Voting | ||||||||
| CMMT | VOTING MUST BE LODGED WITH SHAREHOLDER DETAILS AS PROVIDED BY YOUR CUSTODIAN-BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE-REJECTED | Non-Voting | ||||||||
| CMMT | FOR SHAREHOLDERS HOLDING SHARES DIRECTLY REGISTERED IN THEIR OWN NAME ON THE-COMPANY SHARE REGISTER, YOU SHOULD RECEIVE A PROXY CARD/VOTING FORM DIRECTLY-FROM THE ISSUER. PLEASE SUBMIT YOUR VOTE DIRECTLY BACK TO THE ISSUER VIA THE-PROXY CARD/VOTING FORM, DO NOT SUBMIT YOUR VOTE VIA BROADRIDGE-SYSTEMS/PLATFORMS OR YOUR INSTRUCTIONS MAY BE REJECTED | Non-Voting | ||||||||
| CMMT | INTERMEDIARY CLIENTS ONLY - PLEASE 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 | Non-Voting | ||||||||
| CMMT | 03 MAY 2023: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS-AVAILABLE BY CLICKING ON THE MATERIAL URL LINKS:- https://www.journal-officiel.gouv.fr/telechargements/BALO/pdf/2023/0428/202 304-282301165.pdf AND-https://www.journal-officiel.gouv.fr/telechargements/BALO/pdf/2023/0503/202 | Non-Voting | ||||||||
| 305-032301362.pdf PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENTS-AND RECEIPT OF UPDATED BALO LINK. IF YOU HAVE ALREADY SENT IN YOUR VOTES,-PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL-INSTRUCTIONS. THANK YOU | ||||||||||
| 1 | APPROVAL OF THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 - APPROVAL OF NON-DEDUCTIBLE EXPENSES AND COSTS REFERRED TO IN PARAGRAPH 4 OF ARTICLE 39 OF THE FRENCH GENERAL TAX CODE | Management | For | For | ||||||
| 2 | APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 | Management | For | For | ||||||
| 3 | ALLOCATION OF INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 | Management | For | For | ||||||
| 4 | APPROVAL OF THE STATUTORY AUDITORS' SPECIAL REPORT ON THE AGREEMENTS AND COMMITMENTS REFERRED TO IN ARTICLES L. 225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL CODE | Management | For | For | ||||||
| 5 | RENEWAL OF THE TERM OF OFFICE OF BERNARD BOURIGEAUD AS DIRECTOR | Management | For | For | ||||||
| 6 | RENEWAL OF THE TERM OF OFFICE OF GILLES GRAPINET AS DIRECTOR | Management | For | For | ||||||
| 7 | RENEWAL OF THE TERM OF OFFICE OF GILLES ARDITTI AS DIRECTOR | Management | For | For | ||||||
| 8 | RENEWAL OF THE TERM OF OFFICE OF ALDO CARDOSO AS DIRECTOR | Management | For | For | ||||||
| 9 | RENEWAL OF THE TERM OF OFFICE OF GIULIA FITZPATRICK AS DIRECTOR | Management | For | For | ||||||
| 10 | RENEWAL OF THE TERM OF OFFICE OF THIERRY SOMMELET AS DIRECTOR | Management | For | For | ||||||
| 11 | APPROVAL OF THE INFORMATION REFERRED TO IN SECTION I OF ARTICLE L.22-10-9 OF THE FRENCH COMMERCIAL CODE RELATING TO THE REMUNERATION PAID DURING THE FINANCIAL YEAR 2022 OR AWARDED FOR THE SAME FINANCIAL YEAR TO ALL CORPORATE OFFICERS | Management | For | For | ||||||
| 12 | APPROVAL OF THE ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 OR AWARDED FOR THE SAME FINANCIAL YEAR TO BERNARD BOURIGEAUD, CHAIRMAN OF THE BOARD OF DIRECTORS | Management | For | For | ||||||
| 13 | APPROVAL OF THE ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 OR AWARDED FOR THE SAME FINANCIAL YEAR TO GILLES GRAPINET, CHIEF EXECUTIVE OFFICER | Management | For | For | ||||||
| 14 | APPROVAL OF THE ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 OR AWARDED FOR THE SAME FINANCIAL YEAR TO MARC-HENRI DESPORTES, DEPUTY CHIEF EXECUTIVE OFFICER | Management | For | For | ||||||
| 15 | APPROVAL OF THE COMPENSATION POLICY APPLICABLE TO THE CHAIRMAN OF THE BOARD OF DIRECTORS FOR THE CURRENT FINANCIAL YEAR 2023 | Management | For | For | ||||||
| 16 | APPROVAL OF THE REMUNERATION POLICY APPLICABLE TO THE CHIEF EXECUTIVE OFFICER FOR THE CURRENT FINANCIAL YEAR 2023 | Management | For | For | ||||||
| 17 | APPROVAL OF THE COMPENSATION POLICY APPLICABLE TO THE DEPUTY CHIEF EXECUTIVE OFFICER FOR THE CURRENT FINANCIAL YEAR 2023 | Management | For | For | ||||||
| 18 | APPROVAL OF THE REMUNERATION POLICY APPLICABLE TO NON-EXECUTIVE DIRECTORS FOR THE CURRENT FINANCIAL YEAR 2023 | Management | For | For | ||||||
| 19 | AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO PURCHASE, HOLD OR TRANSFER SHARES OF THE COMPANY | Management | For | For | ||||||
| 20 | AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELLATION OF TREASURY SHARES | Management | For | For | ||||||
| 21 | DELEGATION OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUE, WITH RETENTION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, OF SHARES AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL AND/OR TRANSFERABLE SECURITIES GRANTING ENTITLEMENT TO THE ALLOCATION OF DEBT SECURITIES | Management | For | For | ||||||
| 22 | DELEGATION OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUE, WITHOUT THE PRE-EMPTIVE SUBSCRIPTION RIGHT, BY WAY OF A PUBLIC OFFERING, OF SHARES AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL AND/OR TRANSFERABLE SECURITIES GRANTING ENTITLEMENT TO THE ALLOCATION OF DEBT SECURITIES, WITH A PRIORITY SUBSCRIPTION OPTION FOR SHAREHOLDERS | Management | For | For | ||||||
| 23 | DELEGATION OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUE WITHOUT THE PRE-EMPTIVE SUBSCRIPTION RIGHT OF SHARES AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL AND/OR TRANSFERABLE SECURITIES GRANTING ENTITLEMENT TO THE ALLOCATION OF DEBT SECURITIES IN THE CONTEXT OF A PUBLIC OFFERING REFERRED TO IN PARAGRAPH 1 OF ARTICLE L.411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE | Management | For | For | ||||||
| 24 | DELEGATION OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE WITH OR WITHOUT THE PRE-EMPTIVE SUBSCRIPTION RIGHT | Management | For | For | ||||||
| 25 | DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS IN ORDER TO ISSUE SHARES OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL WITHOUT THE PRE-EMPTIVE SUBSCRIPTION RIGHT AND IN COMPENSATION FOR CONTRIBUTIONS IN KIND RELATING TO EQUITY SECURITIES OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL (EXCEPT IN THE CASE OF A PUBLIC EXCHANGE OFFER) | Management | For | For | ||||||
| 26 | DELEGATION OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE COMPANY'S SHARE CAPITAL BY INCORPORATION OF PREMIUMS, RESERVES, PROFITS OR OTHERS | Management | For | For | ||||||
| 27 | DELEGATION OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUE, WITHOUT THE PRE-EMPTIVE SUBSCRIPTION RIGHT, OF SHARES RESERVED FOR THE BENEFICIARIES OF FREE SHARES ALLOCATED BY THE COMPANY WORLDLINE IGSA (FORMERLY INGENICO GROUP SA) AND HOLDERS OF WORLDLINE IGSA SHARES THROUGH A COMPANY SAVINGS PLAN AND/OR A GROUP SAVINGS PLAN OR THROUGH A COMPANY MUTUAL FUND | Management | For | For | ||||||
| 28 | DELEGATION OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL OF THE COMPANY WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT FOR THE BENEFIT OF EMPLOYEES AND/OR CORPORATE OFFICERS OF THE COMPANY AND/OR COMPANIES RELATED TO IT WHO ARE MEMBERS OF COMPANY OR GROUP SAVINGS PLANS | Management | For | For | ||||||
| 29 | DELEGATION OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUE WITHOUT THE PRE-EMPTIVE SUBSCRIPTION RIGHT OF SHARES RESERVED FOR PERSONS MEETING CERTAIN CHARACTERISTICS, IN THE CONTEXT OF AN EMPLOYEE SHAREHOLDING OPERATION | Management | For | For | ||||||
| 30 | AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS IN ORDER TO GRANT SHARE SUBSCRIPTION OR SHARE PURCHASE OPTIONS FOR THE BENEFIT OF EMPLOYEES AND/OR CORPORATE OFFICERS OF THE COMPANY AND/OR COMPANIES RELATED TO IT | Management | For | For | ||||||
| 31 | AUTHORIZATION TO BE GRANTED TO THE BOARD OF DIRECTORS IN ORDER TO PROCEED WITH THE FREE ALLOCATION OF PERFORMANCE SHARES FOR THE BENEFIT OF EMPLOYEES AND/OR CORPORATE OFFICERS OF THE COMPANY AND/OR COMPANIES RELATED TO IT | Management | For | For | ||||||
| 32 | AMENDMENT TO ARTICLE 19 OF THE COMPANY'S BYLAWS IN ORDER TO MODIFY THE AGE LIMIT FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS | Management | For | For | ||||||
| 33 | POWERS TO CARRY OUT FORMALITIES | Management | For | For | ||||||
| CMMT | 02 MAY 2023: 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 TYPICALLY BE RELEASED FROM ESCROW AS SOON AS-PRACTICABLE ON RECORD DATE +1 DAY (OR ON MEETING DATE +1 DAY IF NO RECORD-DATE APPLIES) UNLESS OTHERWISE SPECIFIED, AND ONLY AFTER THE AGENT HAS-CONFIRMED AVAILABILITY OF THE POSITION. 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 | Non-Voting | ||||||||
| CMMT | 02 MAY 2023: PLEASE NOTE SHARE BLOCKING WILL APPLY FOR ANY VOTED POSITIONS-SETTLING THROUGH EUROCLEAR BANK. | Non-Voting | ||||||||
| CRH PLC | ||||||||||
| Security | G25508105 | Meeting Type | Court Meeting | |||||||
| Ticker Symbol | Meeting Date | 08-Jun-2023 | ||||||||
| ISIN | IE0001827041 | Agenda | 717221030 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| CMMT | VOTING MUST BE LODGED WITH SHAREHOLDER DETAILS AS PROVIDED BY YOUR CUSTODIAN-BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE-REJECTED | Non-Voting | ||||||||
| CMMT | EUROCLEAR BANK, AS THE IRISH ISSUER CSD, HAS CONFIRMED THAT A MEETING-ATTENDANCE REQUEST TO ATTEND ONLY IS NOT AN OPTION THEY SUPPORT. IF YOU-REQUEST A MEETING ATTENDANCE, YOU MUST DO SO WITH VOTING RIGHTS SO YOU CAN-REPRESENT AND VOTE THESE SHARES AT THE MEETING. ANY REQUESTS TO ATTEND ONLY-WILL BE REJECTED BY EUROCLEAR BANK. | Non-Voting | ||||||||
| 1 | TO APPROVE THE SCHEME OF ARRANGEMENT | Management | For | For | ||||||
| CMMT | INTERMEDIARY CLIENTS ONLY - PLEASE 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 | Non-Voting | ||||||||
| CRH PLC | ||||||||||
| Security | G25508105 | Meeting Type | ExtraOrdinary General Meeting | |||||||
| Ticker Symbol | Meeting Date | 08-Jun-2023 | ||||||||
| ISIN | IE0001827041 | Agenda | 717225040 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| CMMT | VOTING MUST BE LODGED WITH SHAREHOLDER DETAILS AS PROVIDED BY YOUR CUSTODIAN-BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE-REJECTED | Non-Voting | ||||||||
| CMMT | EUROCLEAR BANK, AS THE IRISH ISSUER CSD, HAS CONFIRMED THAT A MEETING-ATTENDANCE REQUEST TO ATTEND ONLY IS NOT AN OPTION THEY SUPPORT. IF YOU-REQUEST A MEETING ATTENDANCE, YOU MUST DO SO WITH VOTING RIGHTS SO YOU CAN-REPRESENT AND VOTE THESE SHARES AT THE MEETING. ANY REQUESTS TO ATTEND ONLY-WILL BE REJECTED BY EUROCLEAR BANK. | Non-Voting | ||||||||
| 1 | TO APPROVE THE SCHEME OF ARRANGEMENT | Management | For | For | ||||||
| 2 | TO APPROVE THE LSE LISTING CHANGE | Management | For | For | ||||||
| 3 | TO ADOPT NEW ARTICLES OF ASSOCIATION OF THE COMPANY | Management | For | For | ||||||
| 4 | TO AUTHORISE THE COMPANY TO MAKE MARKET PURCHASES AND OVERSEAS MARKET PURCHASES OF ORDINARY SHARES | Management | For | For | ||||||
| 5 | TO AUTHORISE THE COMPANY TO REISSUE TREASURY SHARES | Management | For | For | ||||||
| 6 | TO ADOPT NEW ARTICLE 4A | Management | For | For | ||||||
| CMMT | INTERMEDIARY CLIENTS ONLY - PLEASE 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 | Non-Voting | ||||||||
| BROOKFIELD CORP | ||||||||||
| Security | 11271J107 | Meeting Type | MIX | |||||||
| Ticker Symbol | Meeting Date | 09-Jun-2023 | ||||||||
| ISIN | CA11271J1075 | Agenda | 717218780 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR RESOLUTIONS 1, 4, 5, 6 AND 7 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR-RESOLUTION NUMBERS 2.1 TO 2.7 AND 3. THANK YOU | Non-Voting | ||||||||
| 1 | SPECIAL RESOLUTION AUTHORIZING A DECREASE IN THE NUMBER OF DIRECTORS | Management | For | For | ||||||
| 2.1 | ELECTION OF DIRECTOR: M. ELYSE ALLAN | Management | For | For | ||||||
| 2.2 | ELECTION OF DIRECTOR: ANGELA F. BRALY | Management | For | For | ||||||
| 2.3 | ELECTION OF DIRECTOR: JANICE FUKAKUSA | Management | For | For | ||||||
| 2.4 | ELECTION OF DIRECTOR: MAUREEN KEMPSTON DARKES | Management | For | For | ||||||
| 2.5 | ELECTION OF DIRECTOR: FRANK J. MCKENNA | Management | For | For | ||||||
| 2.6 | ELECTION OF DIRECTOR: HUTHAM S. OLAYAN | Management | For | For | ||||||
| 2.7 | ELECTION OF DIRECTOR: DIANA L. TAYLOR | Management | For | For | ||||||
| 3 | THE APPOINTMENT OF DELOITTE LLP AS THE EXTERNAL AUDITOR AND AUTHORIZING THE DIRECTORS TO SET ITS REMUNERATION | Management | For | For | ||||||
| 4 | SAY ON PAY RESOLUTION | Management | For | For | ||||||
| 5 | ESCROWED STOCK PLAN AMENDMENT RESOLUTION | Management | For | For | ||||||
| 6 | BNRE RESTRICTED STOCK PLAN RESOLUTION | Management | For | For | ||||||
| 7 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: THE FOLLOWING PROPOSAL HAS BEEN SUBMITTED BY THE B.C. GENERAL EMPLOYEES' UNION GENERAL FUND AND THE B.C. GENERAL EMPLOYEES' UNION STRIKE FUND, HOLDERS OF 14,084 AND 14,447 CLASS A SHARES OF THE CORPORATION, RESPECTIVELY (EACH BEING LESS THAN 0.001% OF THE CORPORATION'S ISSUED AND OUTSTANDING CAPITAL AS OF THE RECORD DATE), FOR CONSIDERATION AT THE MEETING. THE SHAREHOLDER PROPOSAL, INCLUDING THE SUPPORTING STATEMENT, IS INCLUDED EXACTLY AS SUBMITTED TO US BY THE PROPOSING SHAREHOLDERS | Shareholder | Against | For | ||||||
| KEYENCE CORPORATION | ||||||||||
| Security | J32491102 | Meeting Type | Annual General Meeting | |||||||
| Ticker Symbol | Meeting Date | 14-Jun-2023 | ||||||||
| ISIN | JP3236200006 | Agenda | 717287355 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| Please reference meeting materials. | Non-Voting | |||||||||
| 1 | Approve Appropriation of Surplus | Management | Against | Against | ||||||
| 2.1 | Appoint a Director Takizaki, Takemitsu | Management | For | For | ||||||
| 2.2 | Appoint a Director Nakata, Yu | Management | For | For | ||||||
| 2.3 | Appoint a Director Yamaguchi, Akiji | Management | For | For | ||||||
| 2.4 | Appoint a Director Yamamoto, Hiroaki | Management | For | For | ||||||
| 2.5 | Appoint a Director Nakano, Tetsuya | Management | For | For | ||||||
| 2.6 | Appoint a Director Yamamoto, Akinori | Management | For | For | ||||||
| 2.7 | Appoint a Director Taniguchi, Seiichi | Management | For | For | ||||||
| 2.8 | Appoint a Director Suenaga, Kumiko | Management | For | For | ||||||
| 2.9 | Appoint a Director Yoshioka, Michifumi | Management | For | For | ||||||
| 3 | Appoint a Corporate Auditor Komura, Koichiro | Management | For | For | ||||||
| 4 | Appoint a Substitute Corporate Auditor Yamamoto, Masaharu | Management | For | For | ||||||
| PERIMETER SOLUTIONS SA | ||||||||||
| Security | L7579L106 | Meeting Type | Annual | |||||||
| Ticker Symbol | PRM | Meeting Date | 22-Jun-2023 | |||||||
| ISIN | LU2391723694 | Agenda | 935862032 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| 1.1 | Election of Director with term expiring at the 2024 Annual Meeting: W. Nicholas Howley | Management | For | For | ||||||
| 1.2 | Election of Director with term expiring at the 2024 Annual Meeting: William N. Thorndike, Jr. | Management | For | For | ||||||
| 1.3 | Election of Director with term expiring at the 2024 Annual Meeting: Edward Goldberg | Management | For | For | ||||||
| 1.4 | Election of Director with term expiring at the 2024 Annual Meeting: Tracy Britt Cool | Management | For | For | ||||||
| 1.5 | Election of Director with term expiring at the 2024 Annual Meeting: Sean Hennessy | Management | For | For | ||||||
| 1.6 | Election of Director with term expiring at the 2024 Annual Meeting: Robert S. Henderson | Management | For | For | ||||||
| 1.7 | Election of Director with term expiring at the 2024 Annual Meeting: Bernt Iversen II | Management | For | For | ||||||
| 2. | To approve, on an advisory basis, the compensation of our named executive officers ("Say on Pay"). | Management | For | For | ||||||
| 3. | To approve, on an advisory basis, the frequency of the advisory vote on the compensation of our named executive officers ("Say on Frequency"). | Management | 1 Year | |||||||
| 4. | To approve the appointment of BDO USA, LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023, and BDO Audit SA as the statutory auditor of the Company for the year ending December 31, 2023. | Management | For | For | ||||||
| 5. | To approve the Company's annual accounts (the "Annual Accounts") prepared in accordance with accounting principles generally accepted in Luxembourg for the 2022 financial year. | Management | For | For | ||||||
| 6. | To approve the Company's audited consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles for the 2022 financial year. | Management | For | For | ||||||
| 7. | To allocate the results shown in the Annual Accounts for the 2022 financial year. | Management | For | For | ||||||
| 8. | To discharge each of the directors of the Company for the performance of their mandates as directors of the Company in relation to the 2022 financial year. | Management | For | For | ||||||
| 9. | To approve the compensation of certain of the non-employee independent directors of the Company for 2022. | Management | For | For | ||||||
| NOF CORPORATION | ||||||||||
| Security | J58934100 | Meeting Type | Annual General Meeting | |||||||
| Ticker Symbol | Meeting Date | 27-Jun-2023 | ||||||||
| ISIN | JP3753400005 | Agenda | 717352570 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| Please reference meeting materials. | Non-Voting | |||||||||
| 1 | Approve Appropriation of Surplus | Management | For | For | ||||||
| 2.1 | Appoint a Director who is not Audit and Supervisory Committee Member Miyaji, Takeo | Management | For | For | ||||||
| 2.2 | Appoint a Director who is not Audit and Supervisory Committee Member Sawamura, Koji | Management | For | For | ||||||
| 2.3 | Appoint a Director who is not Audit and Supervisory Committee Member Saito, Manabu | Management | For | For | ||||||
| 2.4 | Appoint a Director who is not Audit and Supervisory Committee Member Yamauchi, Kazuyoshi | Management | For | For | ||||||
| 2.5 | Appoint a Director who is not Audit and Supervisory Committee Member Unami, Shingo | Management | For | For | ||||||
| 2.6 | Appoint a Director who is not Audit and Supervisory Committee Member Hayashi, Izumi | Management | For | For | ||||||
| 3.1 | Appoint a Director who is Audit and Supervisory Committee Member Miyo, Masanobu | Management | Against | Against | ||||||
| 3.2 | Appoint a Director who is Audit and Supervisory Committee Member Ito, Kunimitsu | Management | For | For | ||||||
| 3.3 | Appoint a Director who is Audit and Supervisory Committee Member Sagara, Yuriko | Management | For | For | ||||||
| 3.4 | Appoint a Director who is Audit and Supervisory Committee Member Miura, Keiichi | Management | For | For | ||||||
| JUSTSYSTEMS CORPORATION | ||||||||||
| Security | J28783108 | Meeting Type | Annual General Meeting | |||||||
| Ticker Symbol | Meeting Date | 27-Jun-2023 | ||||||||
| ISIN | JP3388450003 | Agenda | 717386444 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| Please reference meeting materials. | Non-Voting | |||||||||
| 1 | Approve Appropriation of Surplus | Management | For | For | ||||||
| 2.1 | Appoint a Director who is not Audit and Supervisory Committee Member Sekinada, Kyotaro | Management | For | For | ||||||
| 2.2 | Appoint a Director who is not Audit and Supervisory Committee Member Tajiki, Masayuki | Management | For | For | ||||||
| 2.3 | Appoint a Director who is not Audit and Supervisory Committee Member Miki, Masayuki | Management | For | For | ||||||
| 2.4 | Appoint a Director who is not Audit and Supervisory Committee Member Kurihara, Manabu | Management | For | For | ||||||
| 2.5 | Appoint a Director who is not Audit and Supervisory Committee Member Midorikawa, Yoshie | Management | For | For | ||||||
| 3.1 | Appoint a Director who is Audit and Supervisory Committee Member Higo, Yasushi | Management | For | For | ||||||
| 3.2 | Appoint a Director who is Audit and Supervisory Committee Member Kumagai, Tsutomu | Management | For | For | ||||||
| 3.3 | Appoint a Director who is Audit and Supervisory Committee Member Igarashi, Toru | Management | Against | Against | ||||||
| 4 | Appoint a Substitute Director who is Audit and Supervisory Committee Member Kurihara, Manabu | Management | For | For | ||||||
| OBIC CO.,LTD. | ||||||||||
| Security | J5946V107 | Meeting Type | Annual General Meeting | |||||||
| Ticker Symbol | Meeting Date | 29-Jun-2023 | ||||||||
| ISIN | JP3173400007 | Agenda | 717378500 - Management | |||||||
| Item | Proposal | Proposed by | Vote | For/Against Management | ||||||
| Please reference meeting materials. | Non-Voting | |||||||||
| 1 | Approve Appropriation of Surplus | Management | For | For | ||||||
| 2.1 | Appoint a Director Noda, Masahiro | Management | For | For | ||||||
| 2.2 | Appoint a Director Tachibana, Shoichi | Management | For | For | ||||||
| 2.3 | Appoint a Director Kawanishi, Atsushi | Management | For | For | ||||||
| 2.4 | Appoint a Director Fujimoto, Takao | Management | For | For | ||||||
| 2.5 | Appoint a Director Okada, Takeshi | Management | For | For | ||||||
| 2.6 | Appoint a Director Gomi, Yasumasa | Management | For | For | ||||||
| 2.7 | Appoint a Director Ejiri, Takashi | Management | For | For | ||||||
| 2.8 | Appoint a Director Egami, Mime | Management | For | For | ||||||
| 3 | Approve Details of the Compensation to be received by Directors | Management | For | For | ||||||
-2-
SIGNATURE
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.
| Registrant | CPG Cooper Square International Equity, LLC | |
| By (Signature and Title) | /s/ Michael Mascis | |
| Michael Mascis | ||
| Authorized Person | ||
| Date | August 22, 2023 |
-3-
