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: 811-07102
The Advisors’ Inner Circle Fund II
(Exact name of registrant as specified in charter)
________
101 Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices)
________
Michael Beattie, President
The Advisors’ Inner Circle Fund II
c/o SEI Corp.
One Freedom Valley Drive
Oaks, PA 19456
(Name and address of agent for service)
________
Registrant’s telephone number, including area code: 1-877-446-3863
Date of Fiscal Year End: December 31
Date of Reporting Period: July 1, 2021 to June 30, 2022
________
Item 1. Proxy Voting Record.
Attached are the proxy voting records for the following funds, each of which
is a series of The Advisors’ Inner Circle Fund II:
is a series of The Advisors’ Inner Circle Fund II:
Sprucegrove International Equity Fund
Sprucegrove International Equity Master Fund
Non-Voting Fund
Sprucegrove International Equity Fund
The Sprucegrove International Equity Fund was not entitled to cast any proxy votes during the period of
July 1, 2021 to June 30, 2022. Accordingly, there are no proxy votes to report.
July 1, 2021 to June 30, 2022. Accordingly, there are no proxy votes to report.
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
ADANI PORTS & SPECIAL ECONOMIC ZONE LIMITED
Security ID: Y00130107
Ticker: 532921
Meeting Date: 14-Mar-22
1 | Approve Scheme of Arrangement | Management | For | Voted - For |
ADBRI LTD.
Security ID: Q0103K103
Ticker: ABC
Meeting Date: 19-May-22
1.1 | Elect Geoff Tarrant As Director | Management | For | Voted - For |
1.2 | Elect Michael Wright As Director | Management | For | Voted - For |
1.3 | Elect Samantha Hogg As Director | Management | For | Voted - For |
2 | Approve Remuneration Report | Management | For | Voted - For |
3 | Approve Issuance of Awards to Nick Miller in Respect of the Fy22-25 Lti | Management | For | Voted - For |
4 | Approve Issuance of Awards to Nick Miller in Respect of the Md Performance Award | Management | For | Voted - Against |
5 | Appoint Deloitte Touche Tohmatsu As Auditor of the Company | Management | For | Voted - Against |
AIA GROUP LIMITED
Security ID: Y002A1105
Ticker: 1299
Meeting Date: 19-May-22
1.1 | Elect Sun Jie (jane) As Director | Management | For | Voted - Against |
1.2 | Elect George Yong-boon Yeo As Director | Management | For | Voted - For |
1.3 | Elect Swee-lian Teo As Director | Management | For | Voted - For |
1.4 | Elect Narongchai Akrasanee As Director | Management | For | Voted - Against |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Final Dividend | Management | For | Voted - For |
4 | Approve PricewaterhouseCoopers As Auditor and Authorize Board to Fix Their Remuneration | Management | For | Voted - Against |
5 | Approve Issuance of Equity Or Equity-linked Securities Without Preemptive Rights | Management | For | Voted - Against |
6 | Authorize Repurchase of Issued Share Capital | Management | For | Voted - For |
AIN HOLDINGS INC.
Security ID: J00602102
Ticker: AINPF
Meeting Date: 29-Jul-21
1 | Approve Appropriation of Surplus | Management | For | Voted – For |
1
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
AIR LIQUIDE SA
Security ID: F01764103
Ticker: AI
Meeting Date: 04-May-22
1.1 | Reelect Benoit Potier As Director | Management | For | Voted - For |
1.2 | Elect Francois Jackow As Director | Management | For | Voted - For |
1.3 | Reelect Annette Winkler As Director | Management | For | Voted - For |
2 | Approve Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Consolidated Financial Statements and Statutory Reports | Management | For | Voted - For |
4 | Approve Allocation of Income and Dividends of Eur 2.90 Per Share | Management | For | Voted - For |
5 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | Management | For | Voted - Against |
6 | Renew Appointment of PricewaterhouseCoopers Audit As Auditor | Management | For | Voted - Against |
7 | Appoint KPMG Sa As Auditor | Management | For | Voted - For |
8 | End of Mandate of Auditex and Jean-christophe Georghiou As Alternate Auditor and Decision Not to Replace | Management | For | Voted - For |
9 | Approve Auditors' Special Report on Related-party Transactions Mentioning the Absence of New Transactions | Management | For | Voted - For |
10 | Approve Compensation of Benoit Potier | Management | For | Voted - Against |
11 | Approve Compensation Report of Corporate Officers | Management | For | Voted - Against |
12 | Approve Remuneration Policy of Chairman and Ceo from 1 January 2022 to 31 May 2022 | Management | For | Voted - Against |
13 | Approve Remuneration Policy of Ceo from 1 June 2022 | Management | For | Voted - Against |
14 | Approve Remuneration Policy of Chairman of the Board from 1 June 2022 | Management | For | Voted - For |
15 | Approve Remuneration Policy of Directors | Management | For | Voted - For |
16 | Authorize Decrease in Share Capital Via Cancellation of Repurchased Shares | Management | For | Voted - For |
17 | Authorize Capitalization of Reserves of Up to Eur 300 Million for Bonus Issue Or Increase in Par Value | Management | For | Voted - For |
18 | Authorize Up to 2 Percent of Issued Capital for Use in Stock Option Plans | Management | For | Voted - Against |
19 | Authorize Up to 0.5 Percent of Issued Capital for Use in Restricted Stock Plans | Management | For | Voted - Against |
20 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans | Management | For | Voted - For |
21 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees and Corporate Officers of International Subsidiaries | Management | For | Voted - For |
22 | Amend Article 11 of Bylaws Re: Period of Acquisition of Company Shares by the Directors | Management | For | Voted - For |
23 | Amend Article 14 of Bylaws Re: Written Consultation | Management | For | Voted - For |
24 | Amend Article 12 and 13 of Bylaws Re: Age Limit of Ceo | Management | For | Voted - For |
25 | Amend Article 17 of Bylaws Re: Alternate Auditor | Management | For | Voted - For |
2
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
26 | Amend Articles 8, 18 and 23 of Bylaws to Comply with Legal Changes | Management | For | Voted - For |
27 | Authorize Filing of Required Documents/other Formalities | Management | For | Voted - For |
ALIMENTATION COUCHE-TARD INC
Security ID: 01626P403
Ticker: ATD
Meeting Date: 01-Sep-21
1.1 | Elect Director: Alain Bouchard | Management | For | Voted - For |
1.2 | Elect Director: Melanie Kau | Management | For | Voted - For |
1.3 | Elect Director: Jean Bernier | Management | For | Voted - For |
1.4 | Elect Director: Karinne Bouchard | Management | For | Voted - For |
1.5 | Elect Director: Eric Boyko | Management | For | Voted - For |
1.6 | Elect Director: Jacques D'amours | Management | For | Voted - For |
1.7 | Elect Director: Janice L. Fields | Management | For | Voted - For |
1.8 | Elect Director: Richard Fortin | Management | For | Voted - For |
1.9 | Elect Director: Brian Hannasch | Management | For | Voted - For |
1.10 | Elect Director: Marie Josee Lamothe | Management | For | Voted - For |
1.11 | Elect Director: Monique F. Leroux | Management | For | Voted - For |
1.12 | Elect Director: Real Plourde | Management | For | Voted - For |
1.13 | Elect Director: Daniel Rabinowicz | Management | For | Voted - For |
1.14 | Elect Director: Louis Tetu | Management | For | Voted - For |
1.15 | Elect Director: Louis Vachon | Management | For | Voted - For |
2 | Appoint the Auditor Until the Next Annual Meeting and Authorize the Board of Directors to Set Their Remuneration: PricewaterhouseCoopers LLP | Management | For | Voted - Abstain |
3 | On an Advisory Basis and Not to Diminish the Role and Responsibilities of the Board of Directors That the Shareholders Accept the Approach to Executive Compensation As Disclosed in our 2021 Management Information Circular | Management | For | Voted - For |
4 | Pass an Ordinary Resolution Approving and Ratifying the Corporation's Amended and Restated Stock Incentive Plan | Management | For | Voted - For |
AMBEV SA
Security ID: 02319V103
Ticker: ABEV3
Meeting Date: 29-Apr-22
1 | Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2021 | Management | For | Voted - For |
2 | Approve Allocation of Income and Dividends | Management | For | Voted - For |
3 | Elect Fiscal Council Members | Management | For | Voted - Against |
4 | Elect Vinicius Balbino Bouhid As Fiscal Council Member and Carlos Tersandro Fonseca Adeodato As Alternate Appointed by Minority Shareholder | Shareholder | For | Voted - For |
5 | Approve Remuneration of Company's Management | Management | For | Voted - Against |
3
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
6 | Approve Remuneration of Fiscal Council Members | Management | For | Voted - For |
7 | Amend Article 3 Re: Corporate Purpose | Management | For | Voted - For |
8 | Amend Article 5 to Reflect Changes in Capital | Management | For | Voted - For |
9 | Consolidate Bylaws | Management | For | Voted - For |
ANGLO AMERICAN PLC
Security ID: G03764134
Ticker: AAL
Meeting Date: 19-Apr-22
1.1 | Elect Ian Tyler As Director | Management | For | Voted - Against |
1.2 | Elect Duncan Wanblad As Director | Management | For | Voted - For |
1.3 | Re-elect Ian Ashby As Director | Management | For | Voted - For |
1.4 | Re-elect Marcelo Bastos As Director | Management | For | Voted - For |
1.5 | Re-elect Elisabeth Brinton As Director | Management | For | Voted - For |
1.6 | Re-elect Stuart Chambers As Director | Management | For | Voted - For |
1.7 | Re-elect Hilary Maxson As Director | Management | For | Voted - For |
1.8 | Re-elect Hixonia Nyasulu As Director | Management | For | Voted - For |
1.9 | Re-elect Nonkululeko Nyembezi As Director | Management | For | Voted - For |
1.10 | Re-elect Tony O'neill As Director | Management | For | Voted - For |
1.11 | Re-elect Stephen Pearce As Director | Management | For | Voted - For |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Final Dividend | Management | For | Voted - For |
4 | Approve Special Dividend | Management | For | Voted - For |
5 | Reappoint PricewaterhouseCoopers LLP As Auditors | Management | For | Voted - For |
6 | Authorise Board to Fix Remuneration of Auditors | Management | For | Voted - For |
7 | Approve Remuneration Report | Management | For | Voted - For |
8 | Approve Share Ownership Plan | Management | For | Voted - For |
9 | Approve Climate Change Report | Management | For | Voted - For |
10 | Authorise Issue of Equity | Management | For | Voted - For |
11 | Authorise Issue of Equity Without Pre-emptive Rights | Management | For | Voted - For |
12 | Authorise Market Purchase of Ordinary Shares | Management | For | Voted - Against |
13 | Authorise the Company to Call General Meeting with Two Weeks' Notice | Management | For | Voted - Against |
BAKKAFROST P/F
Security ID: K0840B107
Ticker: BAKKA
Meeting Date: 29-Apr-22
1.1 | Reelect Annika Frederiksberg As Director | Management | For | Voted - For |
1.2 | Reelect Einar Wathne As Director | Management | For | Voted - For |
1.3 | Reelect Oystein Sandvik As Director | Management | For | Voted - For |
1.4 | Reelect Teitur Samuelsen As Director | Management | For | Voted - Against |
1.5 | Elect Gudrid Hojgaard As New Director | Management | For | Voted - For |
1.6 | Reelect Runi M. Hansen As Director and Board Chair | Management | For | Voted - Against |
2 | Elect Chairman of Meeting | Management | For | Voted - For |
3 | Receive Board's Report | Management | For | Voted - For |
4
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
4 | Approve Financial Statements and Statutory Reports | Management | For | Voted - For |
5 | Approve Allocation of Income and Dividends of Dkk 5.14 Per Share | Management | For | Voted - For |
6 | Approve Remuneration of Directors in the Amount of Dkk 480,665 for Chairman, Dkk 300,416 for Deputy Chairman, and Dkk 240,333 for Other Directors; Approve Remuneration of Accounting Committee | Management | For | Voted - For |
7 | Reelect Gunnar I Lida As Member of Election Committee | Management | For | Voted - For |
8 | Reelect Rogvi Jacobsen As Member of Election Committee | Management | For | Voted - For |
9 | Reelect Gunnar I Lida As Chair of Election Committee | Management | For | Voted - For |
10 | Approve Remuneration of Election Committee | Management | For | Voted - For |
11 | Ratify P/f Januar As Auditors | Management | For | Voted - For |
12 | Approve Remuneration Policy and Other Terms of Employment for Executive Management | Management | For | Voted - Against |
BANCO BRADESCO SA
Security ID: 059460303
Ticker: BBDC4
Meeting Date: 10-Mar-22
1 | Elect Cristiana Pereira As Fiscal Council Member and Ava Cohn As Alternate Appointed by Preferred Shareholder | Shareholder | For | Voted - For |
BASF SE
Security ID: D06216317
Ticker: BAS
Meeting Date: 29-Apr-22
1.1 | Elect Alessandra Genco to the Supervisory Board | Management | For | Voted - For |
1.2 | Elect Stefan Asenkerschbaumer to the Supervisory Board | Management | For | Voted - For |
2 | Approve Allocation of Income and Dividends of Eur 3.40 Per Share | Management | For | Voted - For |
3 | Approve Discharge of Supervisory Board for Fiscal Year 2021 | Management | For | Voted - For |
4 | Approve Discharge of Management Board for Fiscal Year 2021 | Management | For | Voted - For |
5 | Ratify KPMG Ag As Auditors for Fiscal Year 2022 | Management | For | Voted - Against |
6 | Approve Remuneration Report | Management | For | Voted - For |
7 | Authorize Share Repurchase Program and Reissuance Or Cancellation of Repurchased Shares | Management | For | Voted - Against |
8 | Approve Issuance of Warrants/bonds with Warrants Attached/convertible Bonds Without Preemptive Rights Up to Aggregate Nominal Amount of Eur 10 Billion; Approve Creation of Eur 117.6 Million Pool of Capital to Guarantee Conversion Rights | Management | For | Voted - Against |
5
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
BAYERISCHE MOTOREN WERKE AG
Security ID: D12096109
Ticker: BMW
Meeting Date: 11-May-22
1.1 | Elect Heinrich Hiesinger to the Supervisory Board | Management | For | Voted - For |
2 | Approve Allocation of Income and Dividends of Eur 5.80 Per Ordinary Share and Eur 5.82 Per Preferred Share | Management | For | Voted - For |
3 | Approve Discharge of Management Board for Fiscal Year 2021 | Management | For | Voted - For |
4 | Approve Discharge of Supervisory Board for Fiscal Year 2021 | Management | For | Voted - Against |
5 | Ratify PricewaterhouseCoopers Gmbh As Auditors for Fiscal Year 2022 | Management | For | Voted - For |
6 | Approve Remuneration Report | Management | For | Voted - For |
7 | Authorize Share Repurchase Program and Reissuance Or Cancellation of Repurchased Shares | Management | For | Voted - Against |
8 | Approve Affiliation Agreement with Bavaria Wirtschaftsagentur Gmbh | Management | For | Voted - For |
9 | Approve Affiliation Agreement with Bmw Anlagen Verwaltungs Gmbh | Management | For | Voted - For |
10 | Approve Affiliation Agreement with Bmw Bank Gmbh | Management | For | Voted - For |
11 | Approve Affiliation Agreement with Bmw Fahrzeugtechnik Gmbh | Management | For | Voted - For |
12 | Approve Affiliation Agreement with Bmw Intec Beteiligungs Gmbh | Management | For | Voted - For |
13 | Approve Affiliation Agreement with Bmw M Gmbh | Management | For | Voted - For |
BHP GROUP PLC
Security ID: G10877127
Ticker: BHP
Meeting Date: 14-Oct-21
1.1 | To Re-elect Xiaoqun Clever As A Director of Bhp | Management | For | Voted - Abstain |
1.2 | To Re-elect Terry Bowen As A Director of Bhp | Management | For | Voted - For |
1.3 | To Re-elect Malcolm Broomhead As A Director of Bhp | Management | For | Voted - For |
1.4 | To Re-elect Ian Cockerill As A Director of Bhp | Management | For | Voted - For |
1.5 | To Re-elect Gary Goldberg As A Director of Bhp | Management | For | Voted - For |
1.6 | To Re-elect Mike Henry As A Director of Bhp | Management | For | Voted - For |
1.7 | To Re-elect Ken Mackenzie As A Director of Bhp | Management | For | Voted - For |
1.8 | To Re-elect John Mogford As A Director of Bhp | Management | For | Voted - For |
1.9 | To Re-elect Christine O'reilly As A Director of Bhp | Management | For | Voted - For |
1.10 | To Re-elect Dion Weisler As A Director of Bhp | Management | For | Voted - For |
2 | To Receive the Financial Statements for Bhp Group PLC and Bhp Group Limited and the Reports of the Directors and the Auditor for the Year Ended 30 June 2021 | Management | For | Voted - For |
3 | To Reappoint Ernst & Young LLP As the Auditor of Bhp Group PLC | Management | For | Voted - For |
6
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
4 | To Authorise the Risk and Audit Committee to Agree the Remuneration of Ernst & Young LLP As the Auditor of Bhp Group PLC | Management | For | Voted - For |
5 | Issuing Shares in Bhp Group PLC for Cash | Management | For | Voted - For |
6 | Repurchase of Shares in Bhp Group PLC | Management | For | Voted - For |
7 | Approval of the Remuneration Report Other Than the Part Containing the Directors' Remuneration Policy | Management | For | Voted - For |
8 | Approval of the Remuneration Report | Management | For | Voted - For |
9 | Approval of Grant to Executive Director | Management | For | Voted - For |
10 | Approval of the Climate Transition Action Plan | Management | For | Voted - For |
11 | Please Note That This Resolution is A Shareholder Proposal: Climate-related Lobbying | Shareholder | For | Voted - For |
12 | General Authority to Issue Shares in Bhp Group PLC | Management | For | Voted - Against |
13 | Please Note That This Resolution is A Shareholder Proposal: Amendment to the Constitution of Bhp Group Limited: Clause 46 | Shareholder | Against | Voted - Against |
14 | Please Note That This Resolution is A Shareholder Proposal: Capital Protection | Shareholder | Against | Voted - Against |
Meeting Date: 20-Jan-22
1 | Approve Scheme of Arrangement | Management | For | Voted - For |
2 | Approve the Scheme of Arrangement and Unification | Management | For | Voted - For |
3 | Approve Special Voting Share Buy-back Agreement | Management | For | Voted - For |
4 | Approve Special Voting Share Buy-back Agreement (class Rights Action) | Management | For | Voted - For |
5 | Adopt New Articles of Association | Management | For | Voted - For |
6 | Approve Re-registration of the Company As A Private Limited Company (class Rights Action) | Management | For | Voted - For |
BREMBO SPA
Security ID: T2204N116
Ticker: BRE
Meeting Date: 17-Dec-21
1.1 | Elect Roberto Vavassori As Director | Shareholder | Against | Voted - Against |
2 | Amend Company Bylaws Re: Introduction of Article 17-bis | Management | For | Voted - For |
3 | Elect Matteo Tiraboschi As Board Chair | Management | For | Voted - Against |
4 | Elect Alberto Bombassei As Honorary Board Chair | Management | For | Voted - For |
5 | Fix Board Terms for Honorary Board Chair | Management | For | Voted - Against |
Meeting Date: 21-Apr-22
1.1 | Elect Director | Management | For | Voted - For |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Allocation of Income | Management | For | Voted - For |
4 | Authorize Share Repurchase Program and Reissuance of Repurchased Shares | Management | For | Voted - For |
5 | Approve Remuneration Policy | Management | For | Voted - Against |
7
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
6 | Approve Second Section of the Remuneration Report | Management | For | Voted - Against |
7 | Deliberations on Possible Legal Action Against Directors If Presented by Shareholders | Management | Against | Voted - Against |
CARNIVAL PLC
Security ID: G19081101
Ticker: CCL
Meeting Date: 08-Apr-22
1.1 | Re-elect Micky Arison As Director of Carnival Corporation and As A Director of Carnival PLC | Management | For | Voted - For |
1.2 | Re-elect Sir Jonathon Band As Director of Carnival Corporation and As A Director of Carnival PLC | Management | For | Voted - For |
1.3 | Re-elect Jason Cahilly As Director of Carnival Corporation and As A Director of Carnival PLC | Management | For | Voted - Abstain |
1.4 | Re-elect Helen Deeble As Director of Carnival Corporation and As A Director of Carnival PLC | Management | For | Voted - For |
1.5 | Re-elect Arnold Donald As Director of Carnival Corporation and As A Director of Carnival PLC | Management | For | Voted - For |
1.6 | Re-elect Jeffery Gearhart As Director of Carnival Corporation and As A Director of Carnival PLC | Management | For | Voted - For |
1.7 | Re-elect Richard Glasier As Director of Carnival Corporation and As A Director of Carnival PLC | Management | For | Voted - Abstain |
1.8 | Re-elect Katie Lahey As Director of Carnival Corporation and As A Director of Carnival PLC | Management | For | Voted - For |
1.9 | Re-elect Sir John Parker As Director of Carnival Corporation and As A Director of Carnival PLC | Management | For | Voted - Abstain |
1.10 | Re-elect Stuart Subotnick As Director of Carnival Corporation and As A Director of Carnival PLC | Management | For | Voted - Abstain |
1.11 | Re-elect Laura Weil As Director of Carnival Corporation and As A Director of Carnival PLC | Management | For | Voted - Abstain |
1.12 | Re-elect Randall Weisenburger As Director of Carnival Corporation and As A Director of Carnival PLC | Management | For | Voted - For |
2 | Advisory Vote to Approve Executive Compensation | Management | For | Voted - Against |
3 | Approve Remuneration Report | Management | For | Voted - Against |
4 | Reappoint PricewaterhouseCoopers LLP As Independent Auditors of Carnival PLC; Ratify the Selection of the U.S. Firm of PricewaterhouseCoopers LLP As the Independent Registered Public Accounting Firm of Carnival Corporation | Management | For | Voted - Against |
5 | Authorise the Audit Committee of Carnival PLC to Fix Remuneration of Auditors | Management | For | Voted - For |
6 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
7 | Authorise Issue of Equity | Management | For | Voted - Against |
8 | Authorise Issue of Equity Without Pre-emptive Rights | Management | For | Voted - For |
9 | Authorise Market Purchase of Ordinary Shares | Management | For | Voted - For |
8
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
Security ID: M22465104
Ticker: CHKP
Meeting Date: 10-Aug-21
1.1 | Election of Director: Jerry Ungerman | Management | For | Voted - Abstain |
1.2 | Election of Director: Dr. Tal Shavit | Management | For | Voted - Abstain |
1.3 | Election of Director: Shai Weiss | Management | For | Voted - Abstain |
1.4 | Election of Director: Gil Shwed | Management | For | Voted - For |
1.5 | Election of Director: Rupal Hollenbeck | Management | For | Voted - For |
1.6 | Election of Director: Eyal Waldman | Management | For | Voted - For |
2 | To Ratify the Appointment and Compensation of Kost, Forer, Gabbay & Kasierer, A Member of Ernst & Young Global, As our Independent Registered Public Accounting Firm for 2021. | Management | For | Voted - Abstain |
3 | To Set the Size of the Board of Directors at Nine Members in Accordance with our Articles of Association. | Management | For | Voted - For |
4 | The Undersigned is Not A Controlling Shareholder and Does Not Have A Personal Interest in Item 2. Mark "for" = Yes Or "against" = No. | Management | For | Voted - For |
5 | The Undersigned is Not A Controlling Shareholder and Does Not Have A Personal Interest in Item 5. Mark "for" = Yes Or "against" = No. | Management | For | Voted - For |
6 | To Elect Yoav Chelouche As Outside Director for an Additional Three-year Term. | Management | For | Voted - For |
7 | To Elect Guy Gecht As Outside Director for an Additional Three- Year Term. | Management | For | Voted - For |
8 | To Approve Compensation to Check Point's Chief Executive Officer. | Management | For | Voted - For |
COMPAGNIE FINANCIERE RICHEMONT SA
Security ID: H25662182
Ticker: CFR
Meeting Date: 08-Sep-21
1.1 | Reelect Johann Rupert As Director and Board Chairman | Management | For | Voted - For |
1.2 | Reelect Nikesh Arora As Director | Management | For | Voted - For |
1.3 | Reelect Clay Brendish As Director | Management | For | Voted - For |
1.4 | Reelect Burkhart Grund As Director | Management | For | Voted - For |
1.5 | Reelect Keyu Jin As Director | Management | For | Voted - For |
1.6 | Reelect Jerome Lambert As Director | Management | For | Voted - For |
1.7 | Reelect Wendy Luhabe As Director | Management | For | Voted - For |
1.8 | Reelect Jeff Moss As Director | Management | For | Voted - For |
1.9 | Reelect Vesna Nevistic As Director | Management | For | Voted - For |
1.10 | Reelect Guillaume Pictet As Director | Management | For | Voted - For |
1.11 | Reelect Maria Ramos As Director | Management | For | Voted - For |
1.12 | Reelect Patrick Thomas As Director | Management | For | Voted - For |
1.13 | Reelect Jasmine Whitbread As Director | Management | For | Voted - For |
9
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
1.14 | Reelect Josua Malherbe As Director | Management | For | Voted - Against |
1.15 | Reelect Jean-blaise Eckert As Director | Management | For | Voted - Against |
1.16 | Reelect Ruggero Magnoni As Director | Management | For | Voted - Against |
1.17 | Reelect Anton Rupert As Director | Management | For | Voted - Against |
1.18 | Reelect Jan Rupert As Director | Management | For | Voted - Against |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Allocation of Income and Dividends of Chf 2.00 Per Registered A Share and Chf 0.20 Per Registered B Share | Management | For | Voted - For |
4 | Approve Discharge of Board and Senior Management | Management | For | Voted - For |
5 | Reappoint Clay Brendish As Member of the Compensation Committee | Management | For | Voted - For |
6 | Reappoint Keyu Jin As Member of the Compensation Committee | Management | For | Voted - For |
7 | Reappoint Guillaume Pictet As Member of the Compensation Committee | Management | For | Voted - For |
8 | Reappoint Maria Ramos As Member of the Compensation Committee | Management | For | Voted - For |
9 | Designate Etude Gampert Demierre Moreno As Independent Proxy | Management | For | Voted - For |
10 | Approve Remuneration of Directors in the Amount of Chf 8.1 Million | Management | For | Voted - For |
11 | Approve Fixed Remuneration of Executive Committee in the Amount of Chf 6.6 Million | Management | For | Voted - For |
12 | Ratify PricewaterhouseCoopers Sa As Auditors | Management | For | Voted - Against |
13 | Approve Variable Remuneration of Executive Committee in the Amount of Chf 14.9 Million | Management | For | Voted - Against |
CRH PLC
Security ID: G25508105
Ticker: CRH
Meeting Date: 28-Apr-22
1.1 | Re-elect Richie Boucher As Director | Management | For | Voted - For |
1.2 | Re-elect Caroline Dowling As Director | Management | For | Voted - For |
1.3 | Re-elect Richard Fearon As Director | Management | For | Voted - For |
1.4 | Re-elect Johan Karlstrom As Director | Management | For | Voted - For |
1.5 | Re-elect Shaun Kelly As Director | Management | For | Voted - For |
1.6 | Elect Badar Khan As Director | Management | For | Voted - For |
1.7 | Re-elect Lamar Mckay As Director | Management | For | Voted - For |
1.8 | Re-elect Albert Manifold As Director | Management | For | Voted - For |
1.9 | Elect Jim Mintern As Director | Management | For | Voted - For |
1.10 | Re-elect Gillian Platt As Director | Management | For | Voted - For |
1.11 | Re-elect Mary Rhinehart As Director | Management | For | Voted - For |
1.12 | Re-elect Siobhan Talbot As Director | Management | For | Voted - For |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Final Dividend | Management | For | Voted - For |
4 | Approve Remuneration Report | Management | For | Voted - For |
5 | Approve Remuneration Policy | Management | For | Voted - For |
10
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
6 | Approve Increase in Limit on the Aggregate Amount of Fees Payable to Directors | Management | For | Voted - For |
7 | Authorise Board to Fix Remuneration of Auditors | Management | For | Voted - For |
8 | Ratify Deloitte Ireland LLP As Auditors | Management | For | Voted - For |
9 | Authorise Issue of Equity | Management | For | Voted - Against |
10 | Authorise Issue of Equity Without Pre-emptive Rights | Management | For | Voted - For |
11 | Authorise Issue of Equity Without Pre-emptive Rights in Connection with an Acquisition Or Other Capital Investment | Management | For | Voted - Against |
12 | Authorise Market Purchase of Ordinary Shares | Management | For | Voted - For |
13 | Authorise Reissuance of Treasury Shares | Management | For | Voted - For |
DENSO CORP.
Security ID: J12075107
Ticker: 6902
Meeting Date: 21-Jun-22
1.1 | Elect Director Arima, Koji | Management | For | Voted - For |
1.2 | Elect Director Shinohara, Yukihiro | Management | For | Voted - For |
1.3 | Elect Director Ito, Kenichiro | Management | For | Voted - For |
1.4 | Elect Director Matsui, Yasushi | Management | For | Voted - For |
1.5 | Elect Director Toyoda, Akio | Management | For | Voted - Abstain |
1.6 | Elect Director Kushida, Shigeki | Management | For | Voted - For |
1.7 | Elect Director Mitsuya, Yuko | Management | For | Voted - Against |
1.8 | Elect Director Joseph P. Schmelzeis, Jr | Management | For | Voted - For |
2 | Amend Articles to Amend Business Lines - Disclose Shareholder Meeting Materials on Internet | Management | For | Voted - For |
3 | Appoint Alternate Statutory Auditor Kitagawa, Hiromi | Management | For | Voted - For |
DIAGEO PLC
Security ID: G42089113
Ticker: DGEAF
Meeting Date: 30-Sep-21
1.1 | Election of Lavanya Chandrashekar As A Director | Management | For | Voted - For |
1.2 | Election of Valrie Chapoulaud-floquet As A Director | Management | For | Voted - For |
1.3 | Election of Sir John Manzoni As A Director | Management | For | Voted - For |
1.4 | Re-election of Melissa Bethell As A Director | Management | For | Voted - For |
1.5 | Re-election of Javier Ferrn As A Director | Management | For | Voted - For |
1.6 | Re-election of Lady Mendelsohn As A Director | Management | For | Voted - For |
1.7 | Re-election of IVan Menezes As A Director | Management | For | Voted - For |
1.8 | Re-election of Alan Stewart As A Director | Management | For | Voted - For |
1.9 | Re-election of Susan Kilsby As A Director | Management | For | Voted - For |
1.10 | Election of Ireena Vittal As A Director | Management | For | Voted - Against |
2 | Report and Accounts 2021 | Management | For | Voted - For |
3 | Directors Remuneration Report 2021 | Management | For | Voted - For |
4 | Declaration of Final Dividend | Management | For | Voted - For |
5 | Re-appointment of Auditor: PricewaterhouseCoopers LLP | Management | For | Voted - For |
11
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
6 | Remuneration of Auditor | Management | For | Voted - For |
7 | Authority to Make Political Donations And/or to Incur Political Expenditure | Management | For | Voted - Against |
8 | Authority to Allot Shares | Management | For | Voted - Against |
9 | Disapplication of Pre-emption Rights | Management | For | Voted - Against |
10 | Authority to Purchase Own Ordinary Shares | Management | For | Voted - Against |
11 | Reduced Notice of A General Meeting Other Than an Agm | Management | For | Voted - Against |
ELECTROCOMPONENTS PLC
Security ID: G29848101
Ticker: RS1
Meeting Date: 15-Jul-21
1.1 | To Re-elect Louisa Burdett As A Director | Management | For | Voted - For |
1.2 | To Re-elect David Egan As A Director | Management | For | Voted - For |
1.3 | To Re-elect Bessie Lee As A Director | Management | For | Voted - For |
1.4 | To Re-elect Simon Pryce As A Director | Management | For | Voted - For |
1.5 | To Re-elect Lindsley Ruth As A Director | Management | For | Voted - For |
1.6 | To Re-elect David Sleath As A Director | Management | For | Voted - For |
1.7 | To Re-elect Joan Wainwright As A Director | Management | For | Voted - For |
2 | To Receive the Company's Accounts and the Reports of the Directors and the Auditor for the Year Ended 31 March 2021 | Management | For | Voted - For |
3 | To Approve the Directors' Remuneration Report for the Year Ended 31 March 2021 (excluding the Part Summarising the Directors' Remuneration Policy) | Management | For | Voted - For |
4 | To Declare A Final Dividend Recommended by the Directors of 9.8p Per Ordinary Share for the Year Ended 31 March 2021 | Management | For | Voted - For |
5 | To Elect Rona Fairhead As A Director | Management | For | Voted - For |
6 | To Reappoint PricewaterhouseCoopers LLP As Auditor of the Company from the Conclusion of the Agm | Management | For | Voted - For |
7 | To Authorise the Audit Committee to Agree the Remuneration of the Auditor | Management | For | Voted - For |
8 | To Provide Limited Authority to Make Political Donations and to Incur Political Expenditure | Management | For | Voted - For |
9 | To Authorise the Directors Power to Dissapply Preemption Rights for Up to 5% of Issued Share Capital | Management | For | Voted - For |
10 | To Authorise the Company to Make Market Purchases of Its Own Ordinary Shares | Management | For | Voted - For |
11 | That A General Meeting, Other Than an Annual General Meeting, May be Called on Not Less Than 14 Clear Days' Notice | Management | For | Voted - For |
12 | To Approve the New Articles of Association of the Company in Substitution For, and to the Exclusion Of, the Existing Articles of Association of the Company | Management | For | Voted - For |
13 | To Authorise the Directors Power to Allot Shares | Management | For | Voted - Against |
12
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
14 | To Authorise the Directors Power to Dissapply Preemption Rights for Additional 5% of Issued Share Capital | Management | For | Voted - Against |
FANUC CORP.
Security ID: J13440102
Ticker: 6954
Meeting Date: 29-Jun-22
1.1 | Elect Director Inaba, Yoshiharu | Management | For | Voted - For |
1.2 | Elect Director Yamaguchi, Kenji | Management | For | Voted - For |
1.3 | Elect Director Michael J. Cicco | Management | For | Voted - For |
1.4 | Elect Director Tsukuda, Kazuo | Management | For | Voted - For |
1.5 | Elect Director Yamazaki, Naoko | Management | For | Voted - For |
1.6 | Elect Director Uozumi, Hiroto | Management | For | Voted - For |
2 | Approve Allocation of Income, with A Final Dividend of Jpy 239.68 | Management | For | Voted - For |
3 | Amend Articles to Disclose Shareholder Meeting Materials on Internet | Management | For | Voted - For |
4 | Elect Alternate Director and Audit Committee Member Yamazaki, Naoko | Management | For | Voted - Against |
FRESENIUS MEDICAL CARE AG & CO. KGAA
Security ID: D2734Z107
Ticker: FME
Meeting Date: 12-May-22
1 | Accept Financial Statements and Statutory Reports for Fiscal Year 2021 | Management | For | Voted - For |
2 | Approve Allocation of Income and Dividends of Eur 1.35 Per Share | Management | For | Voted - For |
3 | Approve Discharge of Personally Liable Partner for Fiscal Year 2021 | Management | For | Voted - For |
4 | Approve Discharge of Supervisory Board for Fiscal Year 2021 | Management | For | Voted - For |
5 | Ratify PricewaterhouseCoopers Gmbh As Auditors for Fiscal Year 2022 and for the Review of Interim Financial Statements for Fiscal Year 2022 | Management | For | Voted - Against |
6 | Approve Remuneration Report | Management | For | Voted - For |
GAIL (INDIA) LIMITED
Security ID: Y2R78N114
Ticker: 532155
Meeting Date: 30-Apr-22
1.1 | Elect Ravikant Kolhe As Director | Management | For | Voted - For |
1.2 | Elect Sher Singh As Director | Management | For | Voted - For |
1.3 | Elect Nandhagopal Narayanasamy As Director | Management | For | Voted - For |
1.4 | Elect Akhilesh Jain As Director | Management | For | Voted - For |
13
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
1.5 | Elect Sanjay Kashyap As Director | Management | For | Voted - For |
1.6 | Elect Kangabam Inaocha Devi As Director | Management | For | Voted - For |
2 | Approve Appointment of Rakesh Kumar Jain As Director (finance) | Management | For | Voted - For |
3 | Approve Appointment of Deepak Gupta As Director (projects) | Management | For | Voted - For |
4 | Approve Material Related Party Transactions with Indraprastha Gas Limited | Management | For | Voted - For |
5 | Approve Material Related Party Transactions with Mahanagar Gas Limited | Management | For | Voted - For |
6 | Approve Material Related Party Transactions with Maharashtra Natural Gas Limited | Management | For | Voted - For |
7 | Approve Material Related Party Transactions with Ongc Petro Additions Limited | Management | For | Voted - For |
8 | Approve Material Related Party Transactions with Ramagundam Fertilizers and Chemicalslimited | Management | For | Voted - For |
HENKEL AG & CO. KGAA
Security ID: D3207M102
Ticker: HEN
Meeting Date: 04-Apr-22
1.1 | Elect Poul Weihrauch to the Supervisory Board | Management | For | Voted - For |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Allocation of Income and Dividends of Eur 1.83 Per Ordinary Share and Eur 1.85 Per Preferred Share | Management | For | Voted - For |
4 | Approve Discharge of Personally Liable Partner for Fiscal Year 2021 | Management | For | Voted - For |
5 | Approve Discharge of Supervisory Board for Fiscal Year 2021 | Management | For | Voted - For |
6 | Approve Discharge of Shareholders' Committee for Fiscal Year 2021 | Management | For | Voted - For |
7 | Ratify PricewaterhouseCoopers Gmbh As Auditors for Fiscal Year 2022 | Management | For | Voted - For |
8 | Elect Kaspar Von Braun to the Shareholders Committee | Management | For | Voted - For |
9 | Approve Remuneration Report | Management | For | Voted - For |
10 | Approve Remuneration of Supervisory Board | Management | For | Voted - For |
HOLCIM LTD.
Security ID: H3816Q102
Ticker: HOLN
Meeting Date: 04-May-22
1.1 | Reelect Beat Hess As Director and Board Chair | Management | For | Voted - For |
1.2 | Reelect Philippe Block As Director | Management | For | Voted - For |
1.3 | Reelect Kim Fausing As Director | Management | For | Voted - For |
1.4 | Reelect Jan Jenisch As Director | Management | For | Voted - For |
1.5 | Reelect Naina Kidwai As Director | Management | For | Voted - For |
1.6 | Reelect Patrick Kron As Director | Management | For | Voted - For |
14
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
1.7 | Reelect Juerg Oleas As Director | Management | For | Voted - For |
1.8 | Reelect Claudia Ramirez As Director | Management | For | Voted - Against |
1.9 | Reelect Hanne Sorensen As Director | Management | For | Voted - Against |
1.10 | Elect Leanne Geale As Director | Management | For | Voted - For |
1.11 | Elect Ilias Laeber As Director | Management | For | Voted - For |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Remuneration Report | Management | For | Voted - For |
4 | Approve Discharge of Board and Senior Management | Management | For | Voted - For |
5 | Approve Allocation of Income | Management | For | Voted - For |
6 | Approve Dividends of Chf 2.20 Per Share from Capital Contribution Reserves | Management | For | Voted - For |
7 | Reappoint Claudia Ramirez As Member of the Nomination, Compensation and Governance Committee | Management | For | Voted - Against |
8 | Reappoint Hanne Sorensen As Member of the Nomination, Compensation and Governance Committee | Management | For | Voted - Against |
9 | Appoint Ilias Laeber As Member of the Nomination, Compensation and Governance Committee | Management | For | Voted - For |
10 | Appoint Juerg Oleas As Member of the Nomination, Compensation and Governance Committee | Management | For | Voted - For |
11 | Ratify Ernst & Young Ag As Auditors | Management | For | Voted - For |
12 | Designate Sabine Burkhalter Kaimakliotis As Independent Proxy | Management | For | Voted - For |
13 | Approve Remuneration of Directors in the Amount of Chf 5 Million | Management | For | Voted - For |
14 | Approve Remuneration of Executive Committee in the Amount of Chf 42.5 Million | Management | For | Voted - For |
15 | Approve Climate Report | Management | For | Voted - For |
16 | Transact Other Business (voting) | Management | For | Voted - Against |
HONGKONG LAND HOLDINGS LTD.
Security ID: G4587L109
Ticker: H78
Meeting Date: 05-May-22
1.1 | Elect Craig Beattie As Director | Management | For | Voted - For |
1.2 | Re-elect Adam Keswick As Director | Management | For | Voted - Against |
1.3 | Elect Lincoln Leong As Director | Management | For | Voted - Against |
1.4 | Re-elect Anthony Nightingale As Director | Management | For | Voted - Against |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Final Dividend | Management | For | Voted - For |
4 | Ratify Auditors and Authorise Their Remuneration | Management | For | Voted - Against |
5 | Approve Directors' Fees | Management | For | Voted - For |
6 | Authorise Issue of Equity | Management | For | Voted - Against |
15
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
HOUSING DEVELOPMENT FINANCE CORP LTD
Security ID: Y37246207
Ticker: 500010
Meeting Date: 10-Nov-21
1 | To Consider, and If Thought Fit, to Pass the Following Resolution As an Ordinary Resolution for the Appointment of Mr. Rajesh Narain Gupta As an Independent Director of the Corporation | Management | For | Voted - For |
2 | To Consider, and If Thought Fit, to Pass the Following Resolution As an Ordinary Resolution for the Appointment of Mr. P. R. Ramesh As A Director (non-executive Non-independent) of the Corporation | Management | For | Voted - For |
3 | To Consider, and If Thought Fit, to Pass the Following Resolution As an Ordinary Resolution for the Appointment of Messrs S.r. Batliboi & Co. LLP As One of the Joint Statutory Auditors and to Fix Their Remuneration | Management | For | Voted - For |
4 | To Consider, and If Thought Fit, to Pass the Following Resolution As an Ordinary Resolution for the Appointment of Messrs G. M. Kapadia & Co., As One of the Joint Statutory Auditors and to Fix Their Remuneration | Management | For | Voted - For |
HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED
Security ID: Y37246207
Ticker: 500010
Meeting Date: 30-Jun-22
1.1 | Reelect V. Srinivasa Rangan As Director | Management | For | Voted - For |
1.2 | Reelect Deepak S. Parekh As Director | Management | For | Voted - For |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Accept Consolidated Financial Statements and Statutory Reports | Management | For | Voted - For |
4 | Approve Dividend | Management | For | Voted - For |
5 | Authorize Board to Fix Remuneration of S.r. Batliboi & Co. LLP, Chartered Accountants As Auditors | Management | For | Voted - Abstain |
6 | Authorize Board to Fix Remuneration of G. M. Kapadia & Co., Chartered Accountants As Auditors | Management | For | Voted - Abstain |
7 | Approve Reappointment and Remuneration of Renu Sud Karnad As Managing Director | Management | For | Voted - For |
8 | Approve Related Party Transactions with Hdfc Bank Limited | Management | For | Voted - For |
9 | Approve Related Party Transactions with Hdfc Life Insurance Company Limited | Management | For | Voted - For |
10 | Approve Issuance of Redeemable Non-convertible Debentures And/or Other Hybrid Instruments on Private Placement Basis | Management | For | Voted - For |
16
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
HSBC HOLDINGS PLC
Security ID: G4634U169
Ticker: HSBA
Meeting Date: 29-Apr-22
1.1 | Elect Rachel Duan As Director | Management | For | Voted - For |
1.2 | Elect Dame Carolyn Fairbairn As Director | Management | For | Voted - For |
1.3 | Re-elect James Forese As Director | Management | For | Voted - For |
1.4 | Re-elect Steven Guggenheimer As Director | Management | For | Voted - For |
1.5 | Re-elect Jose Antonio Meade Kuribrena As Director | Management | For | Voted - For |
1.6 | Re-elect Eileen Murray As Director | Management | For | Voted - Abstain |
1.7 | Re-elect David Nish As Director | Management | For | Voted - For |
1.8 | Re-elect Noel Quinn As Director | Management | For | Voted - For |
1.9 | Re-elect Ewen Stevenson As Director | Management | For | Voted - For |
1.10 | Re-elect Jackson Tai As Director | Management | For | Voted - For |
1.11 | Re-elect Mark Tucker As Director | Management | For | Voted - Abstain |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Remuneration Report | Management | For | Voted - For |
4 | Approve Remuneration Policy | Management | For | Voted - For |
5 | Reappoint PricewaterhouseCoopers LLP As Auditors | Management | For | Voted - For |
6 | Authorise the Group Audit Committee to Fix Remuneration of Auditors | Management | For | Voted - For |
7 | Authorise UK Political Donations and Expenditure | Management | For | Voted - Against |
8 | Authorise Issue of Equity | Management | For | Voted - Against |
9 | Authorise Issue of Equity Without Pre-emptive Rights | Management | For | Voted - For |
10 | Authorise Issue of Equity Without Pre-emptive Rights in Connection with an Acquisition Or Other Capital Investment | Management | For | Voted - Against |
11 | Authorise Directors to Allot Any Repurchased Shares | Management | For | Voted - Against |
12 | Authorise Market Purchase of Ordinary Shares | Management | For | Voted - For |
13 | Approve Share Repurchase Contract | Management | For | Voted - For |
14 | Authorise Issue of Equity in Relation to Contingent Convertible Securities | Management | For | Voted - For |
15 | Authorise Issue of Equity Without Pre-emptive Rights in Relation to Contingent Convertible Securities | Management | For | Voted - Against |
16 | Approve Scrip Dividend Alternative | Management | For | Voted - For |
17 | Adopt New Articles of Association | Management | For | Voted - For |
18 | Amend Articles of Association | Management | For | Voted - Against |
19 | Authorise the Company to Call General Meeting with Two Weeks' Notice | Management | For | Voted - Against |
20 | To Co-operate with the Researchers, and Using the Findings, Irrespective of Outcome, As A Basis for the Bank and Campaign Group to Discuss and Resolve Any Unequal Treatment Identified on Members of the Post 1975 Midland Bank Scheme | Shareholder | Against | Voted - Against |
17
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
IMI PLC
Security ID: G47152114
Ticker: IMI
Meeting Date: 05-May-22
1.1 | Re-elect Lord Smith of Kelvin As Director | Management | For | Voted - Against |
1.2 | Re-elect Thomas Thune Andersen As Director | Management | For | Voted - Against |
1.3 | Re-elect Caroline Dowling As Director | Management | For | Voted - For |
1.4 | Re-elect Katie Jackson As Director | Management | For | Voted - For |
1.5 | Re-elect Ajai Puri As Director | Management | For | Voted - For |
1.6 | Re-elect Isobel Sharp As Director | Management | For | Voted - For |
1.7 | Re-elect Daniel Shook As Director | Management | For | Voted - For |
1.8 | Re-elect Roy Twite As Director | Management | For | Voted - For |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Final Dividend | Management | For | Voted - For |
4 | Approve Remuneration Report | Management | For | Voted - For |
5 | Approve Increase in the Maximum Aggregate Fees Payable to Directors | Management | For | Voted - For |
6 | Reappoint Deloitte LLP As Auditors | Management | For | Voted - For |
7 | Authorise the Audit Committee to Fix Remuneration of Auditors | Management | For | Voted - For |
8 | Authorise Issue of Equity | Management | For | Voted - Against |
9 | Authorise UK Political Donations and Expenditure | Management | For | Voted - Against |
10 | Approve Us Stock Purchase Plan | Management | For | Voted - Against |
11 | Authorise Issue of Equity Without Pre-emptive Rights | Management | For | Voted - For |
12 | Authorise Issue of Equity Without Pre-emptive Rights in Connection with an Acquisition Or Other Capital Investment | Management | For | Voted - Against |
13 | Authorise Market Purchase of Ordinary Shares | Management | For | Voted - For |
14 | Authorise the Company to Call General Meeting with 14 Working Days' Notice | Management | For | Voted - Abstain |
JARDINE MATHESON HOLDINGS LTD.
Security ID: G50736100
Ticker: J36
Meeting Date: 05-May-22
1.1 | Re-elect Stuart Gulliver As Director | Management | For | Voted - For |
1.2 | Re-elect Julian Hui As Director | Management | For | Voted - For |
1.3 | Re-elect Michael Wu As Director | Management | For | Voted - For |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Final Dividend | Management | For | Voted - For |
4 | Ratify Auditors and Authorise Their Remuneration | Management | For | Voted - Against |
5 | Approve Directors' Fees | Management | For | Voted - For |
6 | Authorise Issue of Equity | Management | For | Voted - Against |
7 | Amend Bye-laws of the Company Re: Bye-law 9 | Management | For | Voted - For |
8 | Approve Reduction in Share Capital | Management | For | Voted - For |
18
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
JOHNSON ELECTRIC HOLDINGS LTD
Security ID: G5150J157
Ticker: 179
Meeting Date: 14-Jul-21
1.1 | To Re-elect the Following Director: Mr. Peter Kin-chung Wang As A Non-executive Director | Management | For | Voted - Abstain |
1.2 | To Re-elect the Following Director: Mr. Austin Jesse Wang As an Executive Director | Management | For | Voted - For |
1.3 | To Re-elect the Following Director: Mr. Joseph Chi-kwong Yam As an Independent Non-executive Director | Management | For | Voted - For |
2 | To Re-appoint Messrs. PricewaterhouseCoopers As Auditor and to Authorise the Directors to Fix Its Remuneration | Management | For | Voted - Abstain |
3 | To Receive and Adopt the Audited Consolidated Financial Statements and the Reports of the Directors and of the Auditor for the Year Ended 31 March 2021 | Management | For | Voted - For |
4 | To Declare A Final Dividend of 34 Hk Cents Per Share in Respect of the Year Ended 31 March 2021 | Management | For | Voted - For |
5 | To Give A General Mandate to the Directors to Buy Back Shares of the Company | Management | For | Voted - For |
6 | To Authorise the Board of Directors to Fix the Directors' Remuneration | Management | For | Voted - For |
7 | To Give A General Mandate to the Directors to Issue, Allot and Deal with Additional Shares of the Company | Management | For | Voted - Against |
8 | To Extend the General Mandate Granted to the Directors to Issue Additional Shares Bought Back by the Company Pursuant to Resolution Numbered 3 | Management | For | Voted - Against |
JOHNSON MATTHEY PLC
Security ID: G51604166
Ticker: JMPLF
Meeting Date: 29-Jul-21
1.1 | To Re-elect Jane Griffiths As A Director of the Company | Management | For | Voted - For |
1.2 | To Re-elect Xiaozhi Liu As A Director of the Company | Management | For | Voted - For |
1.3 | To Re-elect Robert Macleod As A Director of the Company | Management | For | Voted - For |
1.4 | To Re-elect Chris Mottershead As A Director of the Company | Management | For | Voted - For |
1.5 | To Re-elect John Ohiggins As A Director of the Company | Management | For | Voted - For |
1.6 | To Re-elect Patrick Thomas As A Director of the Company | Management | For | Voted - For |
1.7 | To Re-elect Doug Webb As A Director of the Company | Management | For | Voted - For |
2 | To Receive the Companys Accounts for the Year Ended 31st March 2021 | Management | For | Voted - For |
19
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
3 | To Approve the Directors Remuneration Report for the Year Ended 31st March 2021 | Management | For | Voted - For |
4 | To Declare A Final Dividend of 50.00 Pence Per Ordinary Share | Management | For | Voted - For |
5 | To Elect Stephen Oxley As A Director of the Company | Management | For | Voted - For |
6 | To Re-appoint PricewaterhouseCoopers LLP As Auditor for the Forthcoming Year | Management | For | Voted - For |
7 | To Authorise the Audit Committee to Determine the Remuneration of the Auditor | Management | For | Voted - For |
8 | To Authorise the Company and Its Subsidiaries to Make Political Donations and Incur Political Expenditure Within Certain Limits | Management | For | Voted - For |
9 | To Disapply the Statutory Pre-emption Rights Attaching to Shares | Management | For | Voted - For |
10 | To Authorise the Company to Make Market Purchases of Its Own Shares | Management | For | Voted - For |
11 | To Authorise the Directors to Allot Shares | Management | For | Voted - Against |
12 | To Disapply the Statutory Pre-emption Rights Attaching to Shares in Connection with an Acquisition Or Other Capital Investment | Management | For | Voted - Against |
13 | To Authorise the Company to Call General Meetings Other Than Annual General Meetings on Not Less Than 14 Clear Days Notice | Management | For | Voted - Against |
KOITO MANUFACTURING CO., LTD.
Security ID: J34899104
Ticker: 7276
Meeting Date: 29-Jun-22
1.1 | Elect Director Otake, Masahiro | Management | For | Voted - For |
1.2 | Elect Director Kato, Michiaki | Management | For | Voted - Abstain |
1.3 | Elect Director Arima, Kenji | Management | For | Voted - Abstain |
1.4 | Elect Director Uchiyama, Masami | Management | For | Voted - Abstain |
1.5 | Elect Director Konagaya, Hideharu | Management | For | Voted - For |
1.6 | Elect Director Kusakawa, Katsuyuki | Management | For | Voted - For |
1.7 | Elect Director Uehara, Haruya | Management | For | Voted - For |
1.8 | Elect Director Sakurai, Kingo | Management | For | Voted - For |
1.9 | Elect Director Igarashi, Chika | Management | For | Voted - For |
2 | Approve Allocation of Income, with A Final Dividend of Jpy 30 | Management | For | Voted - For |
3 | Amend Articles to Change Location of Head Office - Disclose Shareholder Meeting Materials on Internet - Reduce Directors' Term - Amend Provisions on Director Titles | Management | For | Voted - For |
20
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
KOMATSU LTD.
Security ID: J35759125
Ticker: 6301
Meeting Date: 21-Jun-22
1.1 | Elect Director Ohashi, Tetsuji | Management | For | Voted - For |
1.2 | Elect Director Ogawa, Hiroyuki | Management | For | Voted - For |
1.3 | Elect Director Moriyama, Masayuki | Management | For | Voted - For |
1.4 | Elect Director Mizuhara, Kiyoshi | Management | For | Voted - For |
1.5 | Elect Director Horikoshi, Takeshi | Management | For | Voted - For |
1.6 | Elect Director Kunibe, Takeshi | Management | For | Voted - Against |
1.7 | Elect Director Arthur M. Mitchell | Management | For | Voted - For |
1.8 | Elect Director Saiki, Naoko | Management | For | Voted - For |
1.9 | Elect Director Sawada, Michitaka | Management | For | Voted - For |
2 | Approve Allocation of Income, with A Final Dividend of Jpy 56 | Management | For | Voted - For |
3 | Amend Articles to Disclose Shareholder Meeting Materials on Internet | Management | For | Voted - For |
4 | Appoint Statutory Auditor Kosaka, Tatsuro | Management | For | Voted - For |
KUBOTA CORP.
Security ID: J36662138
Ticker: 6326
Meeting Date: 18-Mar-22
1.1 | Elect Director Kimata, Masatoshi | Management | For | Voted - For |
1.2 | Elect Director Kitao, Yuichi | Management | For | Voted - For |
1.3 | Elect Director Yoshikawa, Masato | Management | For | Voted - For |
1.4 | Elect Director Kurosawa, Toshihiko | Management | For | Voted - For |
1.5 | Elect Director Watanabe, Dai | Management | For | Voted - For |
1.6 | Elect Director Kimura, Hiroto | Management | For | Voted - For |
1.7 | Elect Director Matsuda, Yuzuru | Management | For | Voted - For |
1.8 | Elect Director Ina, Koichi | Management | For | Voted - For |
1.9 | Elect Director Shintaku, Yutaro | Management | For | Voted - For |
1.10 | Elect Director Arakane, Kumi | Management | For | Voted - For |
2 | Amend Articles to Amend Business Lines - Disclose Shareholder Meeting Materials on Internet - Amend Provisions on Number of Directors | Management | For | Voted - For |
3 | Appoint Statutory Auditor Fukuyama, Toshikazu | Management | For | Voted - For |
4 | Appoint Statutory Auditor Hiyama, Yasuhiko | Management | For | Voted - For |
5 | Appoint Statutory Auditor Tsunematsu, Masashi | Management | For | Voted - For |
6 | Appoint Statutory Auditor Kimura, Keijiro | Management | For | Voted - For |
7 | Appoint Alternate Statutory Auditor Fujiwara, Masaki | Management | For | Voted - For |
8 | Approve Annual Bonus | Management | For | Voted - For |
9 | Approve Compensation Ceiling and Annual Bonus Ceiling for Directors | Management | For | Voted - For |
10 | Approve Compensation Ceiling for Statutory Auditors | Management | For | Voted - For |
11 | Approve Trust-type Equity Compensation Plan | Management | For | Voted - For |
21
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
LLOYDS BANKING GROUP PLC
Security ID: G5533W248
Ticker: LLOY
Meeting Date: 12-May-22
1.1 | Elect Harmeen Mehta As Director | Management | For | Voted - For |
1.2 | Elect Charlie Nunn As Director | Management | For | Voted - For |
1.3 | Re-elect Robin Budenberg As Director | Management | For | Voted - Abstain |
1.4 | Re-elect William Chalmers As Director | Management | For | Voted - For |
1.5 | Re-elect Alan Dickinson As Director | Management | For | Voted - For |
1.6 | Re-elect Sarah Legg As Director | Management | For | Voted - For |
1.7 | Re-elect Lord Lupton As Director | Management | For | Voted - For |
1.8 | Re-elect Amanda Mackenzie As Director | Management | For | Voted - For |
1.9 | Re-elect Catherine Woods As Director | Management | For | Voted - For |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Remuneration Report | Management | For | Voted - For |
4 | Approve Final Dividend | Management | For | Voted - For |
5 | Reappoint Deloitte LLP As Auditors | Management | For | Voted - For |
6 | Authorise the Audit Committee to Fix Remuneration of Auditors | Management | For | Voted - For |
7 | Approve Share Incentive Plan | Management | For | Voted - For |
8 | Authorise UK Political Donations and Expenditure | Management | For | Voted - Against |
9 | Authorise Issue of Equity | Management | For | Voted - Against |
10 | Authorise Issue of Equity in Relation to the Issue of Regulatory Capital Convertible Instruments | Management | For | Voted - For |
11 | Authorise Issue of Equity Without Pre-emptive Rights | Management | For | Voted - For |
12 | Authorise Issue of Equity Without Pre-emptive Rights in Connection with an Acquisition Or Other Capital Investment | Management | For | Voted - Against |
13 | Authorise Issue of Equity Without Pre-emptive Rights in Relation to the Issue of Regulatory Capital Convertible Instruments | Management | For | Voted - Against |
14 | Authorise Market Purchase of Ordinary Shares | Management | For | Voted - For |
15 | Authorise Market Purchase of Preference Shares | Management | For | Voted - For |
16 | Authorise the Company to Call General Meeting with Two Weeks' Notice | Management | For | Voted - Against |
NATIONAL AUSTRALIA BANK LIMITED
Security ID: Q65336119
Ticker: NAB
Meeting Date: 17-Dec-21
1.1 | Elect Anne Loveridge As Director | Management | For | Voted - For |
2 | Approve Remuneration Report | Management | For | Voted - For |
3 | Approve Grant of Deferred Rights to Ross Mcewan | Management | For | Voted - For |
4 | Approve Grant of Performance Rights to Ross Mcewan | Management | For | Voted - For |
5 | Approve the Amendments to the Company's Constitution | Shareholder | Against | Voted - Against |
6 | Approve Transition Planning Disclosure | Shareholder | Against | Voted - Against |
22
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
NIHON KOHDEN CORP.
Security ID: J50538115
Ticker: 6849
Meeting Date: 28-Jun-22
1.1 | Elect Director Ogino, Hirokazu | Management | For | Voted - For |
1.2 | Elect Director Tamura, Takashi | Management | For | Voted - For |
1.3 | Elect Director Hasegawa, Tadashi | Management | For | Voted - For |
1.4 | Elect Director Hirose, Fumio | Management | For | Voted - For |
1.5 | Elect Director Tanaka, Eiichi | Management | For | Voted - For |
1.6 | Elect Director Yoshitake, Yasuhiro | Management | For | Voted - For |
1.7 | Elect Director Satake, Hiroyuki | Management | For | Voted - For |
1.8 | Elect Director Muraoka, Kanako | Management | For | Voted - For |
1.9 | Elect Director Sasaya, Hidemitsu | Management | For | Voted - For |
1.10 | Elect Director and Audit Committee Member Kawatsuhara, Shigeru | Management | For | Voted - For |
1.11 | Elect Director and Audit Committee Member Shimizu, Kazuo | Management | For | Voted - For |
2 | Approve Allocation of Income, with A Final Dividend of Jpy 48 | Management | For | Voted - For |
3 | Amend Articles to Disclose Shareholder Meeting Materials on Internet | Management | For | Voted - For |
4 | Elect Alternate Director and Audit Committee Member Moriwaki, Sumio | Management | For | Voted - For |
NITTO DENKO CORP.
Security ID: J58472119
Ticker: 6988
Meeting Date: 17-Jun-22
1.1 | Elect Director Takasaki, Hideo | Management | For | Voted - For |
1.2 | Elect Director Todokoro, Nobuhiro | Management | For | Voted - For |
1.3 | Elect Director Miki, Yosuke | Management | For | Voted - For |
1.4 | Elect Director Iseyama, Yasuhiro | Management | For | Voted - For |
1.5 | Elect Director Furuse, Yoichiro | Management | For | Voted - For |
1.6 | Elect Director Hatchoji, Takashi | Management | For | Voted - For |
1.7 | Elect Director Fukuda, Tamio | Management | For | Voted - For |
1.8 | Elect Director Wong Lai Yong | Management | For | Voted - For |
1.9 | Elect Director Sawada, Michitaka | Management | For | Voted - For |
1.10 | Elect Director Yamada, Yasuhiro | Management | For | Voted - For |
2 | Approve Allocation of Income, with A Final Dividend of Jpy 110 | Management | For | Voted - For |
3 | Amend Articles to Disclose Shareholder Meeting Materials on Internet | Management | For | Voted - For |
4 | Approve Compensation Ceiling for Directors | Management | For | Voted - For |
23
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
NOKIAN RENKAAT OYJ
Security ID: X5862L103
Ticker: TYRES
Meeting Date: 28-Apr-22
1 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
2 | Approve Allocation of Income and Dividends of Eur 0.55 Per Share | Management | For | Voted - Against |
3 | Approve Discharge of Board and President and Ceo | Management | For | Voted - For |
4 | Approve Remuneration Report (advisory Vote) | Management | For | Voted - Against |
5 | Approve Remuneration of Directors in the Amount of Eur 110,000 for Chair, Eur 75,000 for Deputy Chair and Committee Chairs, and Eur 52,500 for Other Directors; Approve Meeting Fees | Management | For | Voted - For |
6 | Fix Number of Directors at Nine | Management | For | Voted - For |
7 | Reelect Jukka Hienonen (chair), Heikki Allonen, Veronica Lindholm, Inka Mero, Christopher Ostrander, Jouko Polonen, George Rietbergen and Pekka Vauramo (deputy Chair) As Directors; Elect Susanne Hahn As New Director | Management | For | Voted - For |
8 | Approve Remuneration of Auditors | Management | For | Voted - For |
9 | Ratify Ernst & Young As Auditors | Management | For | Voted - For |
10 | Authorize Share Repurchase Program | Management | For | Voted - Against |
11 | Approve Issuance of Up to 13.8 Million Shares Without Preemptive Rights | Management | For | Voted - Against |
12 | Proposal on Contribution to Universities, Higher Education Institutions Or Non-profit | Management | For | Voted - Against |
NOVARTIS AG
Security ID: H5820Q150
Ticker: NOVN
Meeting Date: 04-Mar-22
1.1 | Reelect Joerg Reinhardt As Director and Board Chairman | Management | For | Voted - Against |
1.2 | Reelect Nancy Andrews As Director | Management | For | Voted - Against |
1.3 | Reelect Ton Buechner As Director | Management | For | Voted - Against |
1.4 | Reelect Patrice Bula As Director | Management | For | Voted - For |
1.5 | Reelect Elizabeth Doherty As Director | Management | For | Voted - For |
1.6 | Reelect Bridgette Heller As Director | Management | For | Voted - Against |
1.7 | Reelect Frans Van Houten As Director | Management | For | Voted - Against |
1.8 | Reelect Simon Moroney As Director | Management | For | Voted - For |
1.9 | Reelect Andreas Von Planta As Director | Management | For | Voted - Against |
1.10 | Reelect Charles Sawyers As Director | Management | For | Voted - Against |
1.11 | Reelect William Winters As Director | Management | For | Voted - For |
1.12 | Elect Ana De Pro Gonzalo As Director | Management | For | Voted - For |
1.13 | Elect Daniel Hochstrasser As Director | Management | For | Voted - For |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Discharge of Board and Senior Management | Management | For | Voted - For |
24
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
4 | Approve Allocation of Income and Dividends of Chf 3.10 Per Share | Management | For | Voted - For |
5 | Approve Chf 15.3 Million Reduction in Share Capital Via Cancellation of Repurchased Shares | Management | For | Voted - For |
6 | Authorize Repurchase of Up to Chf 10 Billion in Issued Share Capital | Management | For | Voted - Against |
7 | Approve Remuneration of Directors in the Amount of Chf 8.6 Million | Management | For | Voted - For |
8 | Approve Maximum Remuneration of Executive Committee in the Amount of Chf 91 Million | Management | For | Voted - Against |
9 | Approve Remuneration Report | Management | For | Voted - For |
10 | Reappoint Patrice Bula As Member of the Compensation Committee | Management | For | Voted - For |
11 | Reappoint Bridgette Heller As Member of the Compensation Committee | Management | For | Voted - Against |
12 | Reappoint Simon Moroney As Member of the Compensation Committee | Management | For | Voted - For |
13 | Reappoint William Winters As Member of the Compensation Committee | Management | For | Voted - For |
14 | Ratify KPMG Ag As Auditors | Management | For | Voted - For |
15 | Designate Peter Zahn As Independent Proxy | Management | For | Voted - For |
16 | Transact Other Business (voting) | Management | For | Voted - Against |
OMRON CORP.
Security ID: J61374120
Ticker: 6645
Meeting Date: 23-Jun-22
1.1 | Elect Director Tateishi, Fumio | Management | For | Voted - For |
1.2 | Elect Director Yamada, Yoshihito | Management | For | Voted - For |
1.3 | Elect Director Miyata, Kiichiro | Management | For | Voted - For |
1.4 | Elect Director Nitto, Koji | Management | For | Voted - For |
1.5 | Elect Director Ando, Satoshi | Management | For | Voted - For |
1.6 | Elect Director Kamigama, Takehiro | Management | For | Voted - For |
1.7 | Elect Director Kobayashi, Izumi | Management | For | Voted - For |
1.8 | Elect Director Suzuki, Yoshihisa | Management | For | Voted - For |
2 | Approve Allocation of Income, with A Final Dividend of Jpy 46 | Management | For | Voted - For |
3 | Amend Articles to Disclose Shareholder Meeting Materials on Internet | Management | For | Voted - For |
4 | Appoint Alternate Statutory Auditor Watanabe, Toru | Management | For | Voted - For |
ROYAL BOSKALIS WESTMINSTER NV
Security ID: N14952266
Ticker: BOKA
Meeting Date: 12-May-22
1.1 | Reelect J.p. De Kreij to Supervisory Board | Management | For | Voted - For |
1.2 | Elect B.h. Heijermans to Management Board | Management | For | Voted - For |
25
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
2 | Approve Remuneration Report | Management | For | Voted - For |
3 | Approve Remuneration Policy for Supervisory Board | Management | For | Voted - For |
4 | Adopt Financial Statements and Statutory Reports | Management | For | Voted - For |
5 | Approve Dividends of Eur 0.50 Per Share | Management | For | Voted - For |
6 | Approve Discharge of Management Board | Management | For | Voted - For |
7 | Approve Discharge of Supervisory Board | Management | For | Voted - For |
8 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | Management | For | Voted - Against |
9 | Approve Cancellation of Repurchased Shares | Management | For | Voted - For |
ROYAL DUTCH SHELL PLC
Security ID: G7690A118
Ticker: RDSA
Meeting Date: 10-Dec-21
1 | Adopt New Articles of Association | Management | For | Voted - For |
ROYAL DUTCH SHELL PLC
Security ID: G80827101
Ticker: SHEL
Meeting Date: 24-May-22
1.1 | Elect Sinead Gorman As Director | Management | For | Voted - For |
1.2 | Re-elect Ben Van Beurden As Director | Management | For | Voted - For |
1.3 | Re-elect Dick Boer As Director | Management | For | Voted - Against |
1.4 | Re-elect Neil Carson As Director | Management | For | Voted - For |
1.5 | Re-elect Ann Godbehere As Director | Management | For | Voted - For |
1.6 | Re-elect Euleen Goh As Director | Management | For | Voted - For |
1.7 | Re-elect Jane Lute As Director | Management | For | Voted - For |
1.8 | Re-elect Catherine Hughes As Director | Management | For | Voted - For |
1.9 | Re-elect Martina Hund-mejean As Director | Management | For | Voted - For |
1.10 | Re-elect Sir Andrew Mackenzie As Director | Management | For | Voted - For |
1.11 | Re-elect Abraham Schot As Director | Management | For | Voted - For |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Remuneration Report | Management | For | Voted - For |
4 | Reappoint Ernst & Young LLP As Auditors | Management | For | Voted - For |
5 | Authorise the Audit Committee to Fix Remuneration of Auditors | Management | For | Voted - For |
6 | Authorise Issue of Equity | Management | For | Voted - Against |
7 | Authorise Issue of Equity Without Pre-emptive Rights | Management | For | Voted - For |
8 | Authorise Market Purchase of Ordinary Shares | Management | For | Voted - Against |
9 | Authorise Off-market Purchase of Ordinary Shares | Management | For | Voted - Against |
10 | Approve the Shell Energy Transition Progress Update | Management | For | Voted - For |
11 | Request Shell to Set and Publish Targets for Greenhouse Gas (ghg) Emissions | Shareholder | Against | Voted - Against |
26
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
ROYAL VOPAK NV
Security ID: N5075T159
Ticker: VPK
Meeting Date: 17-Dec-21
1.1 | Elect D.j.m. Richelle As Member of the Executive Board | Management | For | Voted - For |
Meeting Date: 20-Apr-22
1.1 | Reelect F. Eulderink to Executive Board | Management | For | Voted - For |
1.2 | Elect M.e.g. Gilsing to Executive Board | Management | For | Voted - For |
1.3 | Reelect L.j.i. Foufopoulos - De Ridder to Supervisory Board | Management | For | Voted - For |
1.4 | Reelect B. Van Der Veer to Supervisory Board | Management | For | Voted - For |
1.5 | Reelect M.f. Groot to Supervisory Board | Management | For | Voted - For |
2 | Approve Remuneration Report | Management | For | Voted - For |
3 | Adopt Financial Statements and Statutory Reports | Management | For | Voted - For |
4 | Approve Dividends | Management | For | Voted - For |
5 | Approve Discharge of Management Board | Management | For | Voted - For |
6 | Approve Discharge of Supervisory Board | Management | For | Voted - For |
7 | Approve Remuneration Policy of Supervisory Board | Management | For | Voted - Against |
8 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | Management | For | Voted - For |
9 | Ratify Deloitte Accountants B.v. As Auditors | Management | For | Voted - For |
SAMSUNG ELECTRONICS CO., LTD.
Security ID: 796050888
Ticker: 005930
Meeting Date: 16-Mar-22
1.1 | Elect Kim Han-jo As Outside Director | Management | For | Voted - Against |
1.2 | Elect Han Hwa-jin As Outside Director | Management | For | Voted - For |
1.3 | Elect Kim Jun-seong As Outside Director | Management | For | Voted - For |
1.4 | Elect Gyeong Gye-hyeon As Inside Director | Management | For | Voted - For |
1.5 | Elect Noh Tae-moon As Inside Director | Management | For | Voted - For |
1.6 | Elect Park Hak-gyu As Inside Director | Management | For | Voted - For |
1.7 | Elect Lee Jeong-bae As Inside Director | Management | For | Voted - For |
2 | Approve Financial Statements and Allocation of Income | Management | For | Voted - For |
3 | Elect Kim Han-jo As A Member of Audit Committee | Management | For | Voted - Against |
4 | Elect Kim Jong-hun As A Member of Audit Committee | Management | For | Voted - Against |
5 | Approve Total Remuneration of Inside Directors and Outside Directors | Management | For | Voted - Against |
27
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
SAP SE
Security ID: D66992104
Ticker: SAP
Meeting Date: 18-May-22
1.1 | Elect Hasso Plattner to the Supervisory Board | Management | For | Voted - For |
1.2 | Elect Rouven Westphal to the Supervisory Board | Management | For | Voted - Against |
1.3 | Elect Gunnar Wiedenfels to the Supervisory Board | Management | For | Voted - For |
1.4 | Elect Jennifer Xin-zhe Li to the Supervisory Board | Management | For | Voted - Against |
2 | Approve Allocation of Income and Dividends of Eur 1.95 Per Share and Special Dividends of Eur 0.50 Per Share | Management | For | Voted - For |
3 | Approve Discharge of Management Board for Fiscal Year 2021 | Management | For | Voted - For |
4 | Approve Discharge of Supervisory Board for Fiscal Year 2021 | Management | For | Voted - For |
5 | Ratify KPMG Ag As Auditors for Fiscal Year 2022 | Management | For | Voted - For |
6 | Ratify Bdo Ag As Auditors for Fiscal Year 2023 | Management | For | Voted - For |
7 | Approve Remuneration Report | Management | For | Voted - For |
8 | Approve Remuneration of Supervisory Board | Management | For | Voted - Against |
SAPUTO INC
Security ID: 802912105
Ticker: SAPIF
Meeting Date: 05-Aug-21
1.1 | Election of Director: Lino A. Saputo | Management | For | Voted - For |
1.2 | Election of Director: Louis-philippe Carriere | Management | For | Voted - For |
1.3 | Election of Director: Henry E. Demone | Management | For | Voted - For |
1.4 | Election of Director: Anthony M. Fata | Management | For | Voted - For |
1.5 | Election of Director: Annalisa King | Management | For | Voted - For |
1.6 | Election of Director: Karen Kinsley | Management | For | Voted - For |
1.7 | Election of Director: Tony Meti | Management | For | Voted - For |
1.8 | Election of Director: Diane Nyisztor | Management | For | Voted - For |
1.9 | Election of Director: Franziska Ruf | Management | For | Voted - For |
1.10 | Election of Director: Annette Verschuren | Management | For | Voted - For |
2 | Appointment of KPMG LLP As Auditors of the Company for the Ensuing Year and Authorizing the Directors to Fix the Auditors' Remuneration | Management | For | Voted - For |
3 | The Adoption of an Advisory Non-binding Resolution in Respect of the Company's Approach to Executive Compensation | Management | For | Voted - For |
28
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
SATS LTD
Security ID: Y7992U101
Ticker: SPASF
Meeting Date: 22-Jul-21
1.1 | Re-election of Mr Tan Soo Nan As Director | Management | For | Voted - Abstain |
1.2 | Re-election of Ms Deborah Tan Yang Sock (mrs Deborah Ong) As Director | Management | For | Voted - Abstain |
1.3 | Re-election of Mr Alexander Charles Hungate As Director | Management | For | Voted - For |
1.4 | Re-election of Mr Michael Kok Pak Kuan As Director | Management | For | Voted - For |
1.5 | Re-election of Ms Vinita Bali As Director | Management | For | Voted - For |
2 | Adoption of the Directors' Statement, the Audited Financial Statements and the Auditors' Report Thereon | Management | For | Voted - For |
3 | Approval of Directors' Fees for the Financial Year Ending 31 March 2022 | Management | For | Voted - For |
4 | Re-appointment of Auditors and Authorisation for Directors to Fix Their Remuneration: to Re-appoint Messrs KPMG LLP As Auditors of the Company | Management | For | Voted - For |
5 | To Grant Authority to the Directors to Issue Additional Shares and Convertible Instruments Pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore | Management | For | Voted - Against |
6 | To Grant Authority to the Directors to Grant Awards and Issue Shares in Accordance with the Provisions of the Sats Performance Share Plan and the Sats Restricted Share Plan | Management | For | Voted - Against |
7 | To Approve the Proposed Renewal of the Mandate for Interested Person Transactions | Management | For | Voted - Against |
8 | To Approve the Proposed Renewal of the Share Purchase Mandate | Management | For | Voted - Against |
SBM OFFSHORE NV
Security ID: N7752F148
Ticker: SBMO
Meeting Date: 06-Apr-22
1.1 | Elect O. Tangen to Management Board | Management | For | Voted - For |
1.2 | Elect H.a. Mercer to Supervisory Board | Management | For | Voted - For |
1.3 | Reelect R.ij. Baan to Supervisory Board | Management | For | Voted - Abstain |
1.4 | Reelect B. Bajolet to Supervisory Board | Management | For | Voted - Abstain |
2 | Approve Remuneration Report for Management Board Members | Management | For | Voted - For |
3 | Approve Remuneration Report for Supervisory Board Members | Management | For | Voted - For |
4 | Adopt Financial Statements | Management | For | Voted - For |
5 | Approve Dividends of Usd 1 Per Share | Management | For | Voted - For |
6 | Approve Discharge of Management Board | Management | For | Voted - For |
7 | Approve Discharge of Supervisory Board | Management | For | Voted - For |
29
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
8 | Grant Board Authority to Issue Shares Up to 10 Percent of Issued Capital | Management | For | Voted - Against |
9 | Authorize Board to Exclude Preemptive Rights from Share Issuances | Management | For | Voted - Against |
10 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | Management | For | Voted - Against |
11 | Approve Cancellation of Repurchased Shares | Management | For | Voted - For |
12 | Amend Articles of Association | Management | For | Voted - Against |
SEMBCORP INDUSTRIES LTD.
Security ID: Y79711159
Ticker: U96
Meeting Date: 21-Apr-22
1.1 | Elect Tham Kui Seng As Director | Management | For | Voted - For |
1.2 | Elect Ajaib Haridass As Director | Management | For | Voted - Against |
1.3 | Elect Tow Heng Tan As Director | Management | For | Voted - Against |
2 | Adopt Financial Statements and Directors' and Auditors' Reports | Management | For | Voted - For |
3 | Approve Final Dividend | Management | For | Voted - For |
4 | Approve Directors' Fees | Management | For | Voted - For |
5 | Approve KPMG LLP As Auditors and Authorize Board to Fix Their Remuneration | Management | For | Voted - Against |
6 | Approve Issuance of Equity Or Equity-linked Securities with Or Without Preemptive Rights | Management | For | Voted - Against |
7 | Approve Grant of Awards and Issuance of Shares Under Sembcorp Industries Performance Share Plan 2020 And/or the Sembcorp Industries Restricted Share Plan 2020 | Management | For | Voted - For |
8 | Approve Renewal of Mandate for Interested Person Transactions | Management | For | Voted - Against |
9 | Authorize Share Repurchase Program | Management | For | Voted - For |
SINGAPORE TELECOMMUNICATIONS LTD
Security ID: Y79985209
Ticker: SNGNF
Meeting Date: 30-Jul-21
1.1 | To Re-elect the Following Director Who Retire by Rotation in Accordance with Article 100 of the Constitution of the Company and Who, Being Eligible, Offer Himself for Re-election: Mr Gautam Banerjee (independent Member of the Audit Committee) | Management | For | Voted - Abstain |
1.2 | To Re-elect the Following Director Who Retire by Rotation in Accordance with Article 100 of the Constitution of the Company and Who, Being Eligible, Offer Herself for Re-election: Ms Teo Swee Lian | Management | For | Voted - Abstain |
1.3 | To Re-elect the Following Director Who Cease to Hold Office in Accordance with Article 106 of the Constitution of the Company and Who, Being |
30
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
Eligible, Offer Himself for Re-election: Mr Wee Siew Kim | Management | For | Voted - Abstain | |
1.4 | To Re-elect the Following Director Who Retire by Rotation in Accordance with Article 100 of the Constitution of the Company and Who, Being Eligible, Offer Himself for Re-election: Mr Venkataraman Vishnampet Ganesan | Management | For | Voted - For |
1.5 | To Re-elect the Following Director Who Cease to Hold Office in Accordance with Article 106 of the Constitution of the Company and Who, Being Eligible, Offer Himself for Re-election: Mr Lim Swee Say | Management | For | Voted - For |
1.6 | To Re-elect the Following Director Who Cease to Hold Office in Accordance with Article 106 of the Constitution of the Company and Who, Being Eligible, Offer Himself for Re-election: Mr Rajeev Suri | Management | For | Voted - For |
1.7 | To Re-elect the Following Director Who Cease to Hold Office in Accordance with Article 106 of the Constitution of the Company and Who, Being Eligible, Offer Himself for Re-election: Mr Yuen Kuan Moon | Management | For | Voted - For |
2 | To Receive and Adopt the Directors' Statement and Audited Financial Statements for the Financial Year Ended 31 March 2021 and the Auditors' Report Thereon | Management | For | Voted - For |
3 | To Declare A Final Dividend of 2.4 Cents Per Share in Respect of the Financial Year Ended 31 March 2021 | Management | For | Voted - For |
4 | To Approve Payment of Directors' Fees by the Company of Up to Sgd 2,350,000 for the Financial Year Ending 31 March 2022 (2021: Up to Sgd 2,350,000; Increase: Nil) | Management | For | Voted - For |
5 | To Re-appoint the Auditors and to Authorise the Directors to Fix Their Remuneration | Management | For | Voted - For |
6 | That Authority be and is Hereby Given to the Directors of the Company to Allot and Issue from Time to Time Such Number of New Ordinary Shares of the Company As May be Required to be Allotted and Issued Pursuant to the Singtel Scrip Dividend Scheme | Management | For | Voted - For |
7 | That: (i) for the Purposes of Sections 76c and 76e of the Companies Act, Chapter 50 of Singapore (the "companies Act"), the Exercise by the Directors of All the Powers of the Company to Purchase Or Otherwise Acquire Issued Ordinary Shares of the Company ("shares") Not Exceeding in Aggregate the Maximum Limit (as Hereafter Defined), at Such Price Or Prices As May be Determined by the Directors from Time to Time Up to the Maximum Price (as Hereafter Defined), Whether by Way Of: (1) Market Purchase(s) on the Sgx-st And/or Any Other Stock Exchange on Which the Shares May for the Time Being be Listed and Quoted ("other Exchange"); And/or (2) Off-market Purchase(s) (if Effected Otherwise Than on the Sgx-st Or, As the Case May Be, Other Exchange) in Accordance with Any Equal Access |
31
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
Scheme(s) As May be Determined Or Formulated by the Directors As They Consider Fit, Which Scheme(s) Shall Satisfy All the Conditions Prescribed by the Companies Act, and Otherwise in Accordance with All Other Laws and Regulations and Rules of the Sgx-st Or, As the Case May Be, Other Exchange As May for the Time Being be Applicable, be and is Hereby Authorised and Approved Generally and Unconditionally (the "share Purchase Mandate"); (ii) Unless Varied Or Revoked by the Company in General Meeting, the Authority Conferred on the Directors of the Company Pursuant to the Share Purchase Mandate May be Exercised by the Directors at Any Time and from Time to Time During the Period Commencing from the Date of the Passing of This Resolution and Expiring on the Earliest Of: (1) the Date on Which the Next Annual General Meeting of the Company is Held; (2) the Date by Which the Next Annual General Meeting of the Company is Required by Law to be Held; and (3) the Date on Which Purchases and Acquisitions of Shares Pursuant to the Share Purchase Mandate are Carried Out to the Full Extent Mandated; (iii) in This Resolution: "average Closing Price" Means the Average of the Last Dealt Prices of A Share for the Five Consecutive Market Days on Which the Shares are Transacted on the Sgx-st Or, As the Case May Be, Other Exchange Immediately Preceding the Date of the Market Purchase by the Company Or, As the Case May Be, the Date of the Making of the Offer Pursuant to the Off-market Purchase, and Deemed to be Adjusted, in Accordance with the Listing Rules of the Sgx-st, for Any Corporate Action Which Occurs During the Relevant Five-day Period and the Date of the Market Purchase by the Company Or, As the Case May Be, the Date of the Making of the Offer Pursuant to the Off-market Purchase; "date of the Making of the Offer" Means the Date on Which the Company Makes an Offer for the Purchase Or Acquisition of Shares from Holders of Shares, Stating Therein the Relevant Terms of the Equal Access Scheme for Effecting the Off-market Purchase; "maximum Limit" Means That Number of Issued Shares Representing 5% of the Total Number of Issued Shares As at the Date of the Passing of This Resolution (excluding Treasury Shares and Subsidiary Holdings (as Defined in the Listing Manual of the Sgx-st)); and "maximum Price" in Relation to A Share to be Purchased Or Acquired, Means the Purchase Price (excluding Brokerage, Commission, Applicable Goods and Services Tax and Other Related Expenses) Which Shall Not Exceed, Whether Pursuant to A Market Purchase Or an Off-market Purchase, 105% of the Average Closing Price of the Shares; and (iv) the Directors of the Company And/or Any of Them be and are Hereby |
32
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
Authorised to Complete and Do All Such Acts and Things (including Executing Such Documents As May be Required) As They And/or He May Consider Expedient Or Necessary Or in the Interests of the Company to Give Effect to the Transactions Contemplated And/or Authorised by This Resolution | Management | For | Voted - For | |
8 | That: (i) Pursuant to Rule 13.1 of the Rules of the Singtel Performance Share Plan 2012 (the "singtel Psp 2012"), the Extension of the Duration of the Singtel Psp 2012 for A Further Period of 10 Years from 27 July 2022 Up to 26 July 2032 (both Dates Inclusive) be and is Hereby Approved; (ii) the Amended and Restated Rules of the Singtel Psp 2012 Set Out in the Appendix to the Company's Letter to Shareholders Dated 7 July 2021 (the "letter"), Incorporating the Alterations to the Singtel Psp 2012 As Described in the Letter, be and are Hereby Approved and Adopted in Substitution For, and to the Exclusion Of, the Existing Rules of the Singtel Psp 2012; and (iii) Approval be and is Hereby Given to the Directors to Grant Awards in Accordance with the Provisions of the Singtel Psp 2012 (as Altered) and to Allot and Issue from Time to Time Such Number of Fully Paid-up Ordinary Shares As May be Required to be Delivered Pursuant to the Vesting of Awards Under the Singtel Psp 2012 (as Altered), Provided That: (1) the Aggregate Number of New Ordinary Shares to be Issued Pursuant to the Vesting of Awards Granted Or to be Granted Under the Singtel Psp 2012 (as Altered) Shall Not Exceed 5% of the Total Number of Issued Ordinary Shares (excluding Treasury Shares and Subsidiary Holdings) from Time to Time; and (2) the Aggregate Number of New Ordinary Shares Under Awards to be Granted Pursuant to the Singtel Psp 2012 (as Altered) During the Period Commencing from the Date of This Annual General Meeting of the Company and Ending on the Date of the Next Annual General Meeting of the Company Or the Date by Which the Next Annual General Meeting of the Company is Required by Law to be Held, Whichever is the Earlier, Shall Not Exceed 0.5% of the Total Number of Issued Ordinary Shares (excluding Treasury Shares and Subsidiary Holdings) from Time to Time, and in This Resolution, "subsidiary Holdings" Has the Meaning Given to It in the Listing Manual of the Sgx-st | Management | For | Voted - For |
9 | To Consider And, If Thought Fit, to Pass with Or Without Amendments the Following Resolutions Which Will be Proposed As Ordinary Resolutions: (a) That Authority be and is Hereby Given to the Directors To: (i) (1) Issue Shares of the Company ("shares") Whether by Way of Rights, Bonus Or Otherwise; And/or (2) Make Or Grant Offers, Agreements Or Options (collectively, "instruments") That Might Or Would Require Shares to be Issued, Including But Not Limited to the Creation and Issue of (as Well |
33
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
As Adjustments To) Warrants, Debentures Or Other Instruments Convertible Into Shares, at Any Time and Upon Such Terms and Conditions and for Such Purposes and to Such Persons As the Directors May in Their Absolute Discretion Deem Fit; and (ii) (notwithstanding the Authority Conferred by This Resolution May Have Ceased to be in Force) Issue Shares in Pursuance of Any Instrument Made Or Granted by the Directors While This Resolution Was in Force, Provided That: (i) the Aggregate Number of Shares to be Issued Pursuant to This Resolution (including Shares to be Issued in Pursuance of Instruments Made Or Granted Pursuant to This Resolution) Does Not Exceed 50% of the Total Number of Issued Shares (excluding Treasury Shares and Subsidiary Holdings) (as Calculated in Accordance with Sub-paragraph (ii) Below), of Which the Aggregate Number of Shares to be Issued Other Than on A Pro Rata Basis to Shareholders of the Company (including Shares to be Issued in Pursuance of Instruments Made Or Granted Pursuant to This Resolution) Does Not Exceed 5% of the Total Number of Issued Shares (excluding Treasury Shares and Subsidiary Holdings) (as Calculated in Accordance with Sub-paragraph (ii) Below); (ii) (subject to Such Manner of Calculation As May be Prescribed by the Singapore Exchange Securities Trading Limited ("sgx-st")) for the Purpose of Determining the Aggregate Number of Shares That May be Issued Under Sub-paragraph (i) Above, the Percentage of Issued Shares Shall be Based on the Total Number of Issued Shares (excluding Treasury Shares and Subsidiary Holdings) at the Time This Resolution is Passed, After Adjusting For: (a) New Shares Arising from the Conversion Or Exercise of Any Convertible Securities Or Share Options Or Vesting of Share Awards Which Were Issued and are Outstanding Or Subsisting at the Time This Resolution is Passed; and (b) Any Subsequent Bonus Issue Or Consolidation Or Subdivision of Shares, And, in Sub-paragraph (i) Above and This Sub-paragraph (ii), "subsidiary Holdings" Has the Meaning Given to It in the Listing Manual of the Sgx-st; (iii) in Exercising the Authority Conferred by This Resolution, the Company Shall Comply with the Provisions of the Listing Manual of the Sgx-st and the Rules of Any Other Stock Exchange on Which the Shares of the Company May for the Time Being be Listed and Quoted ("other Exchange") for the Time Being in Force (unless Such Compliance Has Been Waived by the Sgx-st Or, As the Case May Be, the Other Exchange) and the Constitution for the Time Being of the Company; and (iv) (unless Revoked Or Varied by the Company in General Meeting) the Authority Conferred by This Resolution Shall Continue in Force Until the Conclusion of the Next Annual General Meeting |
34
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
of the Company Or the Date by Which the Next Annual General Meeting of the Company is Required by Law to be Held, Whichever is the Earlier | Management | For | Voted - Against |
SMITH & NEPHEW PLC
Security ID: G82343164
Ticker: SN
Meeting Date: 13-Apr-22
1.1 | Re-elect Erik Engstrom As Director | Management | For | Voted - For |
1.2 | Re-elect Robin Freestone As Director | Management | For | Voted - Abstain |
1.3 | Elect Jo Hallas As Director | Management | For | Voted - For |
1.4 | Re-elect John Ma As Director | Management | For | Voted - For |
1.5 | Re-elect Katarzyna Mazur-hofsaess As Director | Management | For | Voted - For |
1.6 | Re-elect Rick Medlock As Director | Management | For | Voted - For |
1.7 | Elect Deepak Nath As Director | Management | For | Voted - For |
1.8 | Re-elect Anne-francoise Nesmes As Director | Management | For | Voted - For |
1.9 | Re-elect Marc Owen As Director | Management | For | Voted - For |
1.10 | Re-elect Roberto Quarta As Director | Management | For | Voted - Abstain |
1.11 | Re-elect Angie Risley As Director | Management | For | Voted - For |
1.12 | Re-elect Bob White As Director | Management | For | Voted - For |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Remuneration Report | Management | For | Voted - For |
4 | Approve Final Dividend | Management | For | Voted - For |
5 | Reappoint KPMG LLP As Auditors | Management | For | Voted - For |
6 | Authorise Board to Fix Remuneration of Auditors | Management | For | Voted - For |
7 | Authorise Issue of Equity | Management | For | Voted - Against |
8 | Approve Sharesave Plan | Management | For | Voted - For |
9 | Approve International Sharesave Plan | Management | For | Voted - For |
10 | Authorise Issue of Equity Without Pre-emptive Rights | Management | For | Voted - For |
11 | Authorise Issue of Equity Without Pre-emptive Rights in Connection with an Acquisition Or Other Capital Investment | Management | For | Voted - Against |
12 | Authorise Market Purchase of Ordinary Shares | Management | For | Voted - For |
13 | Authorise the Company to Call General Meeting with Two Weeks' Notice | Management | For | Voted - Against |
SMITHS GROUP PLC
Security ID: G82401111
Ticker: SMGKF
Meeting Date: 17-Sep-21
1 | Approve the Share Buyback Programme | Management | For | Voted - Abstain |
2 | Approve the Sale | Management | For | Voted - For |
Meeting Date: 17-Nov-21
1.1 | Elect Paul Keel As Director | Management | For | Voted - For |
1.2 | Re-elect Sir George Buckley As Director | Management | For | Voted - For |
35
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
1.3 | Re-elect Pam Cheng As Director | Management | For | Voted - For |
1.4 | Re-elect Dame Ann Dowling As Director | Management | For | Voted - For |
1.5 | Re-elect Tanya Fratto As Director | Management | For | Voted - For |
1.6 | Re-elect Karin Hoeing As Director | Management | For | Voted - For |
1.7 | Re-elect William Seeger As Director | Management | For | Voted - For |
1.8 | Re-elect Mark Seligman As Director | Management | For | Voted - For |
1.9 | Re-elect John Shipsey As Director | Management | For | Voted - For |
1.10 | Re-elect Noel Tata As Director | Management | For | Voted - Abstain |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Remuneration Policy | Management | For | Voted - For |
4 | Approve Remuneration Report | Management | For | Voted - For |
5 | Approve Final Dividend | Management | For | Voted - For |
6 | Reappoint KPMG LLP As Auditors | Management | For | Voted - For |
7 | Authorise the Audit & Risk Committee to Fix Remuneration of Auditors | Management | For | Voted - For |
8 | Authorise Issue of Equity | Management | For | Voted - Against |
9 | Authorise Issue of Equity Without Pre-emptive Rights | Management | For | Voted - For |
10 | Authorise Issue of Equity Without Pre-emptive Rights in Connection with an Acquisition Or Other Capital Investment | Management | For | Voted - Against |
11 | Authorise Market Purchase of Ordinary Shares | Management | For | Voted - For |
12 | Authorise the Company to Call General Meeting with Two Weeks' Notice | Management | For | Voted - Against |
13 | Authorise UK Political Donations and Expenditure | Management | For | Voted - For |
14 | Approve Sale of Smiths Medical 2020 Limited | Management | For | Voted - For |
15 | Authorise Market Purchase of Ordinary Shares | Management | For | Voted - Abstain |
SPECTRIS PLC
Security ID: G8338K104
Ticker: SXS
Meeting Date: 27-May-22
1.1 | Elect Ravi Gopinath As Director | Management | For | Voted - For |
1.2 | Elect Alison Henwood As Director | Management | For | Voted - For |
1.3 | Re-elect Derek Harding As Director | Management | For | Voted - For |
1.4 | Re-elect Andrew Heath As Director | Management | For | Voted - For |
1.5 | Re-elect Ulf Quellmann As Director | Management | For | Voted - For |
1.6 | Re-elect William Seeger As Director | Management | For | Voted - For |
1.7 | Re-elect Cathy Turner As Director | Management | For | Voted - For |
1.8 | Re-elect Kjersti Wiklund As Director | Management | For | Voted - Against |
1.9 | Re-elect Mark Williamson As Director | Management | For | Voted - For |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Remuneration Report | Management | For | Voted - For |
4 | Approve Final Dividend | Management | For | Voted - For |
5 | Reappoint Deloitte LLP As Auditors | Management | For | Voted - For |
6 | Authorise the Audit and Risk Committee to Fix Remuneration of Auditors | Management | For | Voted - For |
7 | Authorise Issue of Equity | Management | For | Voted - Against |
8 | Authorise Issue of Equity Without Pre-emptive Rights | Management | For | Voted - For |
36
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
9 | Authorise Issue of Equity Without Pre-emptive Rights in Connection with an Acquisition Or Other Capital Investment | Management | For | Voted - Against |
10 | Authorise Market Purchase of Ordinary Shares | Management | For | Voted - For |
11 | Authorise the Company to Call General Meeting with Two Weeks' Notice | Management | For | Voted - Against |
STELLA-JONES INC.
Security ID: 85853F105
Ticker: SJ
Meeting Date: 11-May-22
1.1 | Elect Director Robert Coallier | Management | For | Voted - For |
1.2 | Elect Director Anne E. Giardini | Management | For | Voted - For |
1.3 | Elect Director Rhodri J. Harries | Management | For | Voted - For |
1.4 | Elect Director Karen Laflamme | Management | For | Voted - For |
1.5 | Elect Director Katherine A. Lehman | Management | For | Voted - For |
1.6 | Elect Director James A. Manzi, Jr. | Management | For | Voted - For |
1.7 | Elect Director Douglas Muzyka | Management | For | Voted - For |
1.8 | Elect Director Sara O'brien | Management | For | Voted - For |
1.9 | Elect Director Simon Pelletier | Management | For | Voted - For |
1.10 | Elect Director Eric Vachon | Management | For | Voted - For |
2 | Approve PricewaterhouseCoopers LLP As Auditors and Authorize Board to Fix Their Remuneration | Management | For | Voted - Withheld |
3 | Advisory Vote on Executive Compensation Approach | Management | For | Voted - For |
TENCENT HOLDINGS LIMITED
Security ID: G87572163
Ticker: 700
Meeting Date: 18-May-22
1.1 | Elect Li Dong Sheng As Director | Management | For | Voted - Against |
1.2 | Elect Ian Charles Stone As Director | Management | For | Voted - Against |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Final Dividend | Management | For | Voted - For |
4 | Authorize Board to Fix Remuneration of Directors | Management | For | Voted - For |
5 | Approve Auditor and Authorize Board to Fix Their Remuneration | Management | For | Voted - Against |
6 | Approve Issuance of Equity Or Equity-linked Securities Without Preemptive Rights | Management | For | Voted - Against |
7 | Authorize Repurchase of Issued Share Capital | Management | For | Voted - For |
8 | Authorize Reissuance of Repurchased Shares | Management | For | Voted - Against |
9 | Approve Proposed Amendments to the Second Amended and Restated Memorandum of Association and Articles of Association and Adopt the Third Amended and Restated Memorandum of Association and Articles of Association | Management | For | Voted - For |
10 | Approve Refreshment of Scheme Mandate Limit Under the Share Option Plan | Management | For | Voted - Against |
37
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
THE BANK OF NOVA SCOTIA
Security ID: 064149107
Ticker: BNS
Meeting Date: 05-Apr-22
1.1 | Elect Director Nora A. Aufreiter | Management | For | Voted - For |
1.2 | Elect Director Guillermo E. Babatz | Management | For | Voted - For |
1.3 | Elect Director Scott B. Bonham | Management | For | Voted - For |
1.4 | Elect Director Daniel (don) H. Callahan | Management | For | Voted - For |
1.5 | Elect Director Lynn K. Patterson | Management | For | Voted - For |
1.6 | Elect Director Michael D. Penner | Management | For | Voted - Withheld |
1.7 | Elect Director Brian J. Porter | Management | For | Voted - For |
1.8 | Elect Director Una M. Power | Management | For | Voted - For |
1.9 | Elect Director Aaron W. Regent | Management | For | Voted - For |
1.10 | Elect Director Calin Rovinescu | Management | For | Voted - For |
1.11 | Elect Director Susan L. Segal | Management | For | Voted - Withheld |
1.12 | Elect Director L. Scott Thomson | Management | For | Voted - For |
1.13 | Elect Director Benita M. Warmbold | Management | For | Voted - For |
2 | Ratify KPMG LLP As Auditors | Management | For | Voted - Withheld |
3 | Advisory Vote on Executive Compensation Approach | Management | For | Voted - For |
4 | Amend Stock Option Plan Re: Number of Issuable Shares | Management | For | Voted - For |
5 | Amend Stock Option Plan Re: Amending Provisions of the Plan | Management | For | Voted - For |
6 | Sp 1: Explore the Possibility of Becoming A Benefit Company | Shareholder | Against | Voted - Against |
7 | Sp 2: Adopt an Annual Advisory Vote Policy on the Bank's Environmental and Climate Change Action Plan | Shareholder | Against | Voted - For |
8 | Sp 3: Set Up A Climate Change and Environment Committee | Shareholder | Against | Voted - For |
9 | Sp 4: Adopt French As the Official Language of the Bank | Shareholder | Against | Voted - Against |
THE BERKELEY GROUP HOLDINGS PLC
Security ID: G1191G120
Ticker: BKG
Meeting Date: 03-Sep-21
1.1 | To Re-elect G Barker As A Director of the Company | Management | For | Voted - For |
1.2 | To Re-elect D Brightmore-armour As A Director of the Company | Management | For | Voted - For |
1.3 | To Re-elect A Myers As A Director of the Company | Management | For | Voted - For |
1.4 | To Re-elect R C Perrins As A Director of the Company | Management | For | Voted - For |
1.5 | To Re-elect R J Stearn As A Director of the Company | Management | For | Voted - For |
1.6 | To Re-elect S Ellis As A Director of the Company | Management | For | Voted - For |
1.7 | To Re-elect K Whiteman As A Director of the Company | Management | For | Voted - For |
1.8 | To Re-elect J Tibaldi As A Director of the Company | Management | For | Voted - For |
1.9 | To Re-elect P Vallone As A Director of the Company | Management | For | Voted - For |
38
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
1.10 | To Re-elect Sir J Armitt As A Director of the Company | Management | For | Voted - For |
1.11 | To Re-elect R Downey As A Director of the Company | Management | For | Voted - For |
2 | To Receive the Accounts for the Year Ended 30 April 2021, Together with the Reports of the Directors and Auditor Thereon | Management | For | Voted - For |
3 | To Approve the Annual Report on Remuneration for the Year Ended 30 April 2021 | Management | For | Voted - For |
4 | To Elect E Adekunle As A Director of the Company | Management | For | Voted - For |
5 | To Elect W Jackson As A Director of the Company | Management | For | Voted - For |
6 | To Elect S Sands As A Director of the Company | Management | For | Voted - For |
7 | To Elect A Kemp As A Director of the Company | Management | For | Voted - For |
8 | To Re-appoint KPMG LLP As Auditor of the Company | Management | For | Voted - For |
9 | To Authorise the Audit Committee to Determine the Auditor's Remuneration | Management | For | Voted - For |
10 | That, Subject to Resolution 20 Being Passed and Pursuant to Section 570 and 573 of the Companies Act 2006 (the 'act'), the Board be Authorised to Allot Equity Securities (as Defined in the Act) for Cash Under the Authority Given by That Resolution And/or to Sell Ordinary Shares Held by the Company As Treasury Shares for Cash As If Section 561 of the Act Did Not Apply to Any Such Allotment Or Sale, Such Authority to be Limited To: (a) the Allotment of Equity Securities Or Sale of Treasury Shares in Connection with an Offer of Securities (but in the Case of the Authority Granted Under Paragraph (b) of Resolution 20 Above by Way of Rights Issue Only) in Favour of the Holders of Ordinary Shares on the Register of Members at Such Record Date(s) 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(s), Subject to Such Exclusions Or Other Arrangements As the Directors May Deem Necessary Or Expedient to Deal with Fractional Entitlements, Treasury Shares, Record Dates Or Legal, Regulatory Or Practical Problems Which May Arise Under the Laws Of, Or the Requirements of Any Regulatory Body Or Stock Exchange In, Any Territory Or by Virtue of Ordinary Shares Being Represented by Depositary Receipts Or Any Other Matter; and (b) the Allotment of Equity Securities Or Sale of Treasury Shares (otherwise Than Under Paragraph (a) Above) Up to A Nominal Amount of Gbp 304,240.10 (being Approximately 5% of the Issued Share Capital of the Company Less Treasury Shares As at 26 July 2021, the Latest Practicable Date Prior to Publication of This Document), Such Authority to Expire Upon the Expiry of the General Authority Conferred by Resolution 20 Above, But Prior to Its Expiry the Company May Make |
39
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
Offers, and Enter Into Agreements, Which Would, Or Might, Require Equity Securities to be Allotted (and Treasury Shares to be Sold) After the Authority Expires and the Board May Allot Equity Securities (and Sell Treasury Shares) Under Any Such Offer Or Agreement As If the Authority Had Not Expired | Management | For | Voted - For | |
11 | That the Company is Generally and Unconditionally Authorised for the Purposes of Section 701 of the Companies Act 2006 (the 'act') to Make Market Purchases (within the Meaning of Section 693(4) of the Act) of Any of Its Existing Ordinary Shares of 5p Each in the Capital of the Company ('existing Ordinary Shares') Or Ordinary Shares Arising from the Share Consolidation (as Defined in Appendix 2 to the Notice of Annual General Meeting Dated 2 August 2021 ('new Ordinary Shares') in Each Case on Such Terms and in Such Manner As the Directors May from Time to Time Determine, Provided That: (a) the Maximum Number of Existing Ordinary Shares Which May be Purchased is 12,169,604 and the Maximum Number of New Ordinary Shares Which May be Purchased is 11,238,629 Provided That the Total Nominal Value of Existing Ordinary Shares and New Ordinary Shares Purchased Pursuant to This Resolution 23 Shall Not Exceed Gbp 608,480.20 (representing Approximately 10% of the Company's Issued Share Capital (excluding Treasury Shares) at 26 July 2021, the Latest Practicable Date Prior to the Publication of This Document); (b) the Minimum Price That May be Paid for Each Existing Ordinary Share is 5p and the Minimum Price That May be Paid for Each New Ordinary Share is the Nominal Value of Such Share Which Amount, in Each Case, Shall be Exclusive of Expenses, If Any; (c) the Maximum Price (exclusive of Expenses) That May be Paid for Each Ordinary Share is an Amount Equal to the Higher Of: (i) 105% of the Average of the Middle Market Quotations for the Ordinary Shares As Derived from the Daily Official List of the London Stock Exchange PLC for the Five Business Days Immediately Preceding the Day on Which Such Share is Contracted to be Purchased; and (ii) the Higher of the Price of the Last Independent Trade and the Highest Current Independent Bid for an Ordinary Share in the Company on the Trading Venues Where the Market Purchase by the Company is Carried Out; (d) Unless Previously Renewed, Revoked Or Varied, This Authority Shall Expire at the Conclusion of the Next Annual General Meeting of the Company After the Date on Which This Resolution is Passed Or, If Earlier, on 31 October 2022; and (e) the Company May, Before This Authority Expires, Contract to Purchase Ordinary Shares That Would, Or Might, be Executed Wholly Or Partly After the Expiry of This Authority, and May Make Purchases of |
40
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
Ordinary Shares Pursuant to It As If This Authority Had Not Expired | Management | For | Voted - For | |
12 | That the Company and Any Company Which is A Subsidiary of the Company During the Period to Which This Resolution Relates be and is Hereby Generally and Unconditionally Authorised Pursuant to Section 366 and 367 of the Act To: (a) Make Donations to Political Organisations, Other Than Political Parties, Not Exceeding Gbp 50,000 in Total; and (b) Incur Political Expenditure Not Exceeding Gbp 50,000 in Total, Provided That Such Donations And/or Expenditure Made by the Company and Its Subsidiaries Pursuant to This Resolution Do Not in Aggregate Exceed Gbp 50,000 During the Period to Which This Resolution Relates and for the Purposes of This Resolution, the Authorised Sum May be Comprised of One Or More Amounts in Different Currencies Which, for the Purposes of Calculating the Said Sum, Shall be Converted Into Pounds Sterling at the Exchange Rate Published in the London Edition of the Financial Times on the Date on Which the Relevant Expenditure is Incurred (or the First Business Day Thereafter). This Authority Shall Expire at the Conclusion of the Next Annual General Meeting of the Company After the Date on Which This Resolution is Passed. for the Purposes of This Resolution 'donation', 'political Organisations' and 'political Expenditure' are to be Construed in Accordance with Sections 363, 364 and 365 of the Act | Management | For | Voted - For |
13 | That, Conditional Upon the New Ordinary Shares (as Defined Below) Being Admitted to the Premium Listing Segment of the Official List of the Financial Conduct Authority and to Trading on the London Stock Exchange PLC's Main Market for Listed Securities by 8.00 Am on 6 September 2021 (or Such Later Time And/or Date As the Directors (as Defined in the Articles of Association of the Company at the Relevant Time) May in Their Absolute Discretion Determine) ('admission'), the Draft Articles of Association Produced to the Meeting, Marked "a" and Signed by the Chairman of the Meeting for Identification Purposes (the 'new Articles'), be and are Hereby Approved and Adopted As the Articles of Association of the Company with Effect from Admission in Substitution For, and to the Exclusion Of, All Existing Articles of Association of the Company | Management | For | Voted - For |
14 | That, Subject to the Passing of Resolutions 26 and 28, and (in the Case of (a)) Also Conditional Upon Admission Occurring by 8.00 Am on 6 September 2021 (or Such Later Time And/or Date As the Directors (as Defined in the Articles of Association of the Company at the Relevant Time) May in Their Absolute Discretion Determine): (a) the Directors be and are |
41
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
Hereby Generally and Unconditionally Authorised: (i) to Capitalise A Sum Not Exceeding Gbp 125,000 Standing to the Credit of the Company's Share Premium Account, and to Apply Such Sum in Paying Up in Full Up to the Maximum Number of Non-cumulative Irredeemable Preference Shares of 0.1 Pence Each in the Capital of the Company Carrying the Rights and Restrictions Set Out in Article 3a of the New Articles (the 'b Shares') That May be Allotted Pursuant to the Authority Given by Sub-paragraph (a)(ii) Below; and (ii) Pursuant to Section 551 of the Companies Act 2006 (the 'act'), to Exercise All Powers of the Company to Allot and Issue Credited As Fully Paid Up (provided That the Authority Hereby Confirmed Shall Expire at the End of the Next Annual General Meeting of the Company) B Shares Up to an Aggregate Nominal Amount of Gbp 125,000 to the Holders of the Ordinary Shares of 5 Pence Each in the Capital of the Company ('existing Ordinary Shares') on the Basis of One B Share for Every Existing Ordinary Share (excluding the Existing Ordinary Shares Held by the Company in Treasury) Held and Recorded on the Register of Members of the Company at 6.00 Pm on 3 September 2021 (or Such Other Time And/or Date As the Directors May Determine) (the 'record Time'), in Accordance with the Terms of the Circular from the Company to Its Shareholders Dated 2 August 2021 and the Directors' Determination As to the Number of B Shares to be Allotted and Issued; and (b) Each Existing Ordinary Share, As Shown in the Register of Members of the Company at the Record Time, be Subdivided Into 9,235 Undesignated Shares in the Capital of the Company (each an 'undesignated Share') and Immediately Thereafter, Every 10,000 Undesignated Shares be Consolidated Into One New Ordinary Share of 5.4141 Pence Each in the Capital of the Company (or Such Other Number and Nominal Value As the Directors May in Their Absolute Discretion Determine If the Price of an Existing Ordinary Share and the Number of Existing Ordinary Shares in Issue Shortly Before the Date of the Annual General Meeting Mean That This Ratio Would No Longer Maintain Comparability of the Company's Share Price Before and After the Issue of the B Shares) (each A 'new Ordinary Share'), Provided That, Where Such Consolidation and Subdivision Would Result in Any Member Being Entitled to A Fraction of A New Ordinary Share, Such Fraction Shall, So Far As Possible, be Aggregated with the Fractions of A New Ordinary Share (if Any) to Which Other Members of the Company Would be Similarly So Entitled and the Directors be and are Hereby Authorised to Sell (or Appoint Any Other Person to Sell) to Any Person Or Persons Any and All the New Ordinary Shares Representing Such Fractions at the |
42
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
Best Price Reasonably Obtainable to Any Person(s), and to Distribute the Proceeds of Sale (net of Expenses) in Due Proportion Among the Relevant Members Who Would Otherwise be Entitled to the Fractions So Sold, Save That (i) Any Fraction of A Penny Which Would Otherwise be Payable Shall be Rounded Up Or Down in Accordance with the Usual Practice of the Registrar of the Company, and (ii) Any Due Proportion of Such Proceeds of Less Than Gbp 3.00 (net of Expenses) Shall be Retained by the Directors for the Benefit of the Company and the Relevant Member Shall Not be Entitled Thereto (and, for the Purposes of Implementing the Provisions of This Paragraph, Any Director (or Any Person Appointed by the Directors) Shall be and is Hereby Authorised to Execute One Or More Instrument(s) of Transfer in Respect of Such New Ordinary Shares on Behalf of the Relevant Member(s) and to Do All Acts and Things the Directors Consider Necessary Or Desirable to Effect the Transfer of Such New Ordinary Shares To, Or in Accordance with the Directions Of, Any Buyer of Such New Ordinary Shares) | Management | For | Voted - For | |
15 | That, Subject to the Passing of Resolutions 26 and 27, and Also Conditional Upon Admission Occurring by 8.00 Am on 6 September 2021 (or Such Later Time And/or Date As the Directors (as Defined in the Articles of Association of the Company at the Relevant Time) May in Their Absolute Discretion Determine), the Terms of the Contract Dated 26 July 2021 Between Ubs Group Ag London Branch ('ubs') and the Company (a Copy of Which is Produced to the Meeting and Initialled for the Purposes of Certification by the Chairman) Under Which (i) the Company Would be Entitled to Require Ubs to Sell to It All the B Shares Following Their Reclassification As Deferred Shares (the 'deferred Shares'); and (ii) Conditional on A Single Dividend of 371 Pence Per B Share (together with an Amount Equal to the Stamp Duty Or Stamp Duty Reserve Tax at the Rate Prevailing at the Relevant Time) Not Having Been Paid by the Company to Ubs by 6.00 Pm on the First Business Day (as Defined in the Option Agreement) After Ubs Purchases the B Shares (a) Ubs Will be Entitled to Require the Company to Purchase the B Shares from Ubs, and (b) the Company Will be Entitled to Require Ubs to Sell the B Shares to the Company (the 'option Agreement'), be and is Hereby Approved and Authorised for the Purposes of Section 694 of the Act and Otherwise, But So That Such Approval and Authority Shall Expire at the End of the Next Annual General Meeting of the Company | Management | For | Voted - For |
16 | That the Directors be Generally and Unconditionally Authorised for the Purposes of Section 551 of the Companies Act 2006 (the 'act') to Exercise All the Powers of the Company to Allot Shares and Grant |
43
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
Rights to Subscribe For, Or Convert Any Security Into, Shares: (a) Up to an Aggregate Nominal Amount of Gbp 2,028,267.40; and (b) Up to A Further Aggregate Nominal Amount of Gbp 2,028,267.45 Provided That (i) They are Equity Securities (as Defined in Section 560 of the Act); and (ii) They are Offered by Way of A Rights Issue in Favour of Holders of Ordinary Shares in Proportion (as Nearly As Practicable) to the Respective Number of Ordinary Shares Held by Them on the Record Date for Such Allotment (and Holders of Any Other Class of Equity Securities Entitled to Participate Therein Or If the Directors Consider It Necessary, As Permitted by the Rights of Those Securities), But Subject to Such Exclusions Or Other Arrangements As the Directors May Consider Necessary Or Appropriate to Deal with Fractional Entitlements, Treasury Shares, Record Dates Or Legal, Regulatory Or Practical Difficulties Which May Arise Under the Laws Of, Or the Requirements of Any Regulatory Body Or Stock Exchange In, Any Territory Or by Virtue of Ordinary Shares Being Represented by Depositary Receipts Or Any Other Matter. These Authorisations are to Expire at the Conclusion of the Next Annual General Meeting of the Company After the Date on Which This Resolution is Passed Or, If Earlier, on 31 October 2022 (save That the Company May Before Such Expiry Make Any Offer Or Agreement Which Would Or Might Require Shares to be Allotted Or Rights to be Granted, After Such Expiry and the Directors May Allot Shares, Or Grant Rights to Subscribe for Or to Convert Any Security Into Shares, in Pursuance of Any Such Offer Or Agreement As If the Authorisations Conferred Hereby Had Not Expired) | Management | For | Voted - Against | |
17 | That, Subject to Resolution 20 Being Passed And, Pursuant to Section 570 and 573 of the Companies Act 2006 (the 'act'), the Board be Authorised in Addition to Any Authority Granted Under Resolution 21 to Allot Equity Securities (as Defined in the Act) for Cash Under the Authority Given by That Resolution And/or to Sell Ordinary Shares Held by the Company As Treasury Shares for Cash As If Section 561 of the Act Did Not Apply to Any Such Allotment Or Sale, Such Authority to Be: (a) Limited to the Allotment of Equity Securities Or Sale of Treasury Shares Up to A Nominal Amount of Gbp 304,240.10 (being Approximately 5% of the Issued Share Capital of the Company Less Treasury Shares As at 26 July 2021, the Latest Practicable Date Prior to Publication of This Document); and (b) Used Only 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 Board of the Company Determines to be an Acquisition Or Other Capital Investment of A Kind Contemplated by the |
44
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
Pre-emption Principles Most Recently Published by the Pre-emption Group Prior to the Date of This Notice, Such Authority to Expire Upon the Expiry of the General Authority Conferred by Resolution 20 Above, But Prior to Its Expiry the Company May Make Offers, and Enter Into Agreements, Which Would, Or Might, Require Equity Securities to be Allotted (and Treasury Shares to be Sold) After the Authority Expires and the Board May Allot Equity Securities (and Sell Treasury Shares) Under Any Such Offer Or Agreement As If the Authority Had Not Expired | Management | For | Voted - Against | |
18 | That General Meetings of the Company (other Than Annual General Meetings) May be Called by Notice of Not Less Than 14 Clear Days | Management | For | Voted - Against |
THE SWATCH GROUP AG
Security ID: H83949141
Ticker: UHR
Meeting Date: 24-May-22
1.1 | Reelect Nayla Hayek As Director | Management | For | Voted - Against |
1.2 | Reelect Ernst Tanner As Director | Management | For | Voted - Against |
1.3 | Reelect Daniela Aeschlimann As Director | Management | For | Voted - Against |
1.4 | Reelect Georges Hayek As Director | Management | For | Voted - Against |
1.5 | Reelect Claude Nicollier As Director | Management | For | Voted - Against |
1.6 | Reelect Jean-pierre Roth As Director | Management | For | Voted - Against |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Discharge of Board and Senior Management | Management | For | Voted - For |
4 | Approve Allocation of Income and Dividends of Chf 1.10 Per Registered Share and Chf 5.50 Per Bearer Share | Management | For | Voted - For |
5 | Approve Fixed Remuneration of Non-executive Directors in the Amount of Chf 1 Million | Management | For | Voted - For |
6 | Approve Fixed Remuneration of Executive Directors in the Amount of Chf 2.6 Million | Management | For | Voted - For |
7 | Approve Fixed Remuneration of Executive Committee in the Amount of Chf 5.7 Million | Management | For | Voted - For |
8 | Approve Variable Remuneration of Executive Directors in the Amount of Chf 7.2 Million | Management | For | Voted - Against |
9 | Approve Variable Remuneration of Executive Committee in the Amount of Chf 15.3 Million | Management | For | Voted - Against |
10 | Reelect Nayla Hayek As Board Chair | Management | For | Voted - Against |
11 | Reappoint Nayla Hayek As Member of the Compensation Committee | Management | For | Voted - Against |
12 | Reappoint Ernst Tanner As Member of the Compensation Committee | Management | For | Voted - Against |
13 | Reappoint Daniela Aeschlimann As Member of the Compensation Committee | Management | For | Voted - Against |
14 | Reappoint Georges Hayek As Member of the Compensation Committee | Management | For | Voted - Against |
45
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
15 | Reappoint Claude Nicollier As Member of the Compensation Committee | Management | For | Voted - Against |
16 | Reappoint Jean-pierre Roth As Member of the Compensation Committee | Management | For | Voted - Against |
17 | Designate Bernhard Lehmann As Independent Proxy | Management | For | Voted - For |
18 | Ratify PricewaterhouseCoopers Ag As Auditors | Management | For | Voted - Against |
19 | Transact Other Business (voting) | Management | For | Voted - Against |
THE WEIR GROUP PLC
Security ID: G95248137
Ticker: WEIR
Meeting Date: 28-Apr-22
1.1 | Re-elect Jon Stanton As Director | Management | For | Voted - For |
1.2 | Re-elect John Heasley As Director | Management | For | Voted - For |
1.3 | Re-elect Barbara Jeremiah As Director | Management | For | Voted - For |
1.4 | Re-elect Clare Chapman As Director | Management | For | Voted - For |
1.5 | Re-elect Engelbert Haan As Director | Management | For | Voted - For |
1.6 | Re-elect Mary Jo Jacobi As Director | Management | For | Voted - For |
1.7 | Re-elect Ben Magara As Director | Management | For | Voted - For |
1.8 | Re-elect Sir Jim Mcdonald As Director | Management | For | Voted - For |
1.9 | Re-elect Srinivasan Venkatakrishnan As Director | Management | For | Voted - For |
1.10 | Re-elect Stephen Young As Director | Management | For | Voted - For |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Remuneration Report | Management | For | Voted - For |
4 | Approve Remuneration Policy | Management | For | Voted - For |
5 | Approve Final Dividend | Management | For | Voted - For |
6 | Reappoint PricewaterhouseCoopers LLP As Auditors | Management | For | Voted - For |
7 | Authorise the Audit Committee to Fix Remuneration of Auditors | Management | For | Voted - For |
8 | Authorise Issue of Equity | Management | For | Voted - Against |
9 | Authorise Issue of Equity Without Pre-emptive Rights | Management | For | Voted - For |
10 | Authorise Issue of Equity Without Pre-emptive Rights in Connection with an Acquisition Or Other Capital Investment | Management | For | Voted - Against |
11 | Authorise Market Purchase of Ordinary Shares | Management | For | Voted - For |
12 | Authorise the Company to Call General Meeting with Two Weeks' Notice | Management | For | Voted - Against |
TIGER BRANDS LTD.
Security ID: S84594142
Ticker: TBS
Meeting Date: 16-Feb-22
1.1 | Re-elect Michael Ajukwu As Director | Management | For | Voted - Against |
1.2 | Re-elect Cora Fernandez As Director | Management | For | Voted - For |
1.3 | Re-elect Mahlape Sello As Director | Management | For | Voted - For |
1.4 | Re-elect Donald Wilson As Director | Management | For | Voted - For |
2 | Re-elect Cora Fernandez As Member of Audit Committee | Management | For | Voted - For |
46
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
3 | Elect Mahlape Sello As Member of Audit Committee | Management | For | Voted - For |
4 | Re-elect Donald Wilson As Member of Audit Committee | Management | For | Voted - For |
5 | Reappoint Ernst & Young Inc. As Auditors with Ahmed Bulbulia As the Lead Audit Partner | Management | For | Voted - For |
6 | Appoint Deloitte & Touche As Auditors with Martin Bierman As the Lead Audit Partner | Management | For | Voted - For |
7 | Authorise Ratification of Approved Resolutions | Management | For | Voted - For |
8 | Approve Remuneration Policy | Management | For | Voted - Against |
9 | Approve Implementation Report of the Remuneration Policy | Management | For | Voted - For |
10 | Approve Financial Assistance to Related and Inter-related Companies | Management | For | Voted - Against |
11 | Approve Remuneration Payable to Non-executive Directors | Management | For | Voted - For |
12 | Approve Remuneration Payable to the Chairman | Management | For | Voted - For |
13 | Approve Remuneration Payable to Non-executive Directors Participating in Sub-committees | Management | For | Voted - For |
14 | Approve Remuneration Payable to Non-executive Directors in Respect of Unscheduled/extraordinary Meetings | Management | For | Voted - For |
15 | Approve Remuneration Payable to Non-executive Directors in Respect of Ad Hoc Meetings of the Investment Committee | Management | For | Voted - For |
16 | Approve Non-resident Directors' Fees | Management | For | Voted - For |
17 | Authorise Repurchase of Issued Share Capital | Management | For | Voted - For |
TOTALENERGIES SE
Security ID: F92124100
Ticker: TTE
Meeting Date: 25-May-22
1.1 | Reelect Lise Croteau As Director | Management | For | Voted - For |
1.2 | Reelect Maria Van Der Hoeven As Director | Management | For | Voted - For |
1.3 | Reelect Jean Lemierre As Director | Management | For | Voted - For |
1.4 | Elect Emma De Jonge As Representative of Employee Shareholders to the Board | Management | For | Voted - For |
1.5 | Elect Marina Delendik As Representative of Employee Shareholders to the Board | Management | Against | Voted - For |
1.6 | Elect Alexandre Garrot As Representative of Employee Shareholders to the Board | Management | Against | Voted - For |
1.7 | Elect Agueda Marin As Representative of Employee Shareholders to the Board | Management | Against | Voted - For |
2 | Approve Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Consolidated Financial Statements and Statutory Reports | Management | For | Voted - For |
4 | Approve Allocation of Income and Dividends of Eur 2.64 Per Share | Management | For | Voted - For |
5 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | Management | For | Voted - Against |
47
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
6 | Approve Auditors' Special Report on Related-party Transactions Mentioning the Absence of New Transactions | Management | For | Voted - For |
7 | Approve Compensation Report of Corporate Officers | Management | For | Voted - For |
8 | Approve Remuneration Policy of Directors | Management | For | Voted - For |
9 | Approve Compensation of Patrick Pouyanne, Chairman and Ceo | Management | For | Voted - Against |
10 | Approve Remuneration Policy of Chairman and Ceo | Management | For | Voted - Against |
11 | Renew Appointment of Ernst & Young Audit As Auditor | Management | For | Voted - Against |
12 | Appoint Cabinet PricewaterhouseCoopers Audit As Auditor | Management | For | Voted - For |
13 | Approve Company's Sustainability and Climate Transition Plan | Management | For | Voted - For |
14 | Authorize Issuance of Equity Or Equity-linked Securities with Preemptive Rights And/or Capitalization of Reserves for Bonus Issue Or Increase in Par Value, Up to Aggregate Nominal Amount of Eur 2.5 Billion | Management | For | Voted - Against |
15 | Authorize Issuance of Equity Or Equity-linked Securities Without Preemptive Rights Up to Aggregate Nominal Amount of Eur 650 Million | Management | For | Voted - Against |
16 | Approve Issuance of Equity Or Equity-linked Securities for Private Placements, Up to Aggregate Nominal Amount of Eur 650 Million | Management | For | Voted - Against |
17 | Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 18 and 19 | Management | For | Voted - Against |
18 | Authorize Capital Increase of Up to 10 Percent of Issued Capital for Contributions in Kind | Management | For | Voted - Against |
19 | Authorize Capital Issuances for Use in Employee Stock Purchase Plans | Management | For | Voted - For |
20 | Authorize Decrease in Share Capital Via Cancellation of Repurchased Shares | Management | For | Voted - For |
TOYOTA MOTOR CORP.
Security ID: J92676113
Ticker: 7203
Meeting Date: 15-Jun-22
1.1 | Elect Director Uchiyamada, Takeshi | Management | For | Voted - For |
1.2 | Elect Director Hayakawa, Shigeru | Management | For | Voted - For |
1.3 | Elect Director Toyoda, Akio | Management | For | Voted - Abstain |
1.4 | Elect Director James Kuffner | Management | For | Voted - For |
1.5 | Elect Director Kon, Kenta | Management | For | Voted - For |
1.6 | Elect Director Maeda, Masahiko | Management | For | Voted - For |
1.7 | Elect Director Sugawara, Ikuro | Management | For | Voted - Abstain |
1.8 | Elect Director Sir Philip Craven | Management | For | Voted - Abstain |
1.9 | Elect Director Kudo, Teiko | Management | For | Voted - For |
2 | Appoint Statutory Auditor Yasuda, Masahide | Management | For | Voted - Against |
3 | Appoint Statutory Auditor George Olcott | Management | For | Voted - For |
4 | Appoint Alternate Statutory Auditor Sakai, Ryuji | Management | For | Voted - For |
48
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
5 | Approve Restricted Stock Plan | Management | For | Voted - For |
6 | Amend Articles to Disclose Shareholder Meeting Materials on Internet | Management | For | Voted - For |
TRAVIS PERKINS PLC
Security ID: G90202139
Ticker: TPK
Meeting Date: 29-Apr-22
1.1 | Elect Heath Drewett As Director | Management | For | Voted - For |
1.2 | Elect Jora Gill As Director | Management | For | Voted - For |
1.3 | Re-elect Marianne Culver As Director | Management | For | Voted - For |
1.4 | Re-elect Coline Mcconville As Director | Management | For | Voted - For |
1.5 | Re-elect Pete Redfern As Director | Management | For | Voted - For |
1.6 | Re-elect Nick Roberts As Director | Management | For | Voted - For |
1.7 | Re-elect Jasmine Whitbread As Director | Management | For | Voted - For |
1.8 | Re-elect Alan Williams As Director | Management | For | Voted - For |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Remuneration Report | Management | For | Voted - For |
4 | Approve Final Dividend | Management | For | Voted - For |
5 | Reappoint KPMG LLP As Auditors | Management | For | Voted - For |
6 | Authorise the Audit Committee to Fix Remuneration of Auditors | Management | For | Voted - For |
7 | Authorise Issue of Equity | Management | For | Voted - Against |
8 | Authorise Issue of Equity Without Pre-emptive Rights | Management | For | Voted - For |
9 | Authorise Market Purchase of Ordinary Shares | Management | For | Voted - For |
10 | Authorise the Company to Call General Meeting with Two Weeks' Notice | Management | For | Voted - Against |
11 | Approve Share Incentive Plan | Management | For | Voted - For |
UNITED OVERSEAS BANK LIMITED (SINGAPORE)
Security ID: Y9T10P105
Ticker: U11
Meeting Date: 21-Apr-22
1.1 | Elect Michael Lien Jown Leam As Director | Management | For | Voted - For |
1.2 | Elect Wee Ee Lim As Director | Management | For | Voted - Abstain |
1.3 | Elect Tracey Woon Kim Hong As Director | Management | For | Voted - For |
1.4 | Elect Dinh Ba Thanh As Director | Management | For | Voted - Against |
1.5 | Elect Teo Lay Lim As Director | Management | For | Voted - Against |
2 | Adopt Financial Statements and Directors' and Auditors' Reports | Management | For | Voted - For |
3 | Approve Final Dividend | Management | For | Voted - For |
4 | Approve Directors' Fees | Management | For | Voted - For |
5 | Approve Ernst & Young LLP As Auditors and Authorize Board to Fix Their Remuneration | Management | For | Voted - Against |
6 | Approve Issuance of Equity Or Equity-linked Securities with Or Without Preemptive Rights | Management | For | Voted - Against |
49
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
7 | Approve Issuance of Shares Pursuant to the Uob Scrip Dividend Scheme | Management | For | Voted - For |
8 | Authorize Share Repurchase Program | Management | For | Voted - For |
9 | Approve Alterations to the Uob Restricted Share Plan | Management | For | Voted - For |
UPL LIMITED
Security ID: Y9305P100
Ticker: 512070
Meeting Date: 30-Mar-22
1.1 | Elect Naina Lal Kidwal As Director | Management | For | Voted - For |
2 | Approve Sale/ Purchase/ Services Transactions of Upl Limited with Its Subsidiaries, Joint Ventures and Associates | Management | For | Voted - For |
3 | Approve Sale/ Purchase/ Services Transactions of Upl Corporation Limited, Mauritius and Subsidiaries, Joint Ventures and Associates | Management | For | Voted - For |
4 | Approve Financial Support Transactions Amongst Upl Corporation Limited, Mauritius and Subisidaries, Joint Ventures and Subsidiaries | Management | For | Voted - For |
5 | Approve Buyback of Equity Shares | Management | For | Voted - Against |
VENTURE CORPORATION LIMITED
Security ID: Y9361F111
Ticker: V03
Meeting Date: 28-Apr-22
1.1 | Elect Wong Ngit Liong As Director | Management | For | Voted - For |
1.2 | Elect Tan Seok Hoong @ Mrs Audrey Liow As Director | Management | For | Voted - For |
1.3 | Elect Chua Kee Lock As Director | Management | For | Voted - Against |
2 | Adopt Financial Statements and Directors' and Auditors' Reports | Management | For | Voted - For |
3 | Approve Final Dividend | Management | For | Voted - For |
4 | Approve Directors' Fees | Management | For | Voted - For |
5 | Approve Deloitte & Touche LLP As Auditors and Authorize Board to Fix Their Remuneration | Management | For | Voted - Abstain |
6 | Approve Issuance of Equity Or Equity-linked Securities with Or Without Preemptive Rights | Management | For | Voted - Against |
7 | Approve Grant of Options and Issuance of Shares Pursuant to the Exercise of Options Granted Not Exceeding 0.4 Percent of the Total Number of Issued Shares | Management | For | Voted - For |
8 | Authorize Share Repurchase Program | Management | For | Voted - Against |
50
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
VICTREX PLC
Security ID: G9358Y107
Ticker: VCT
Meeting Date: 11-Feb-22
1.1 | Elect Vivienne Cox As Director | Management | For | Voted - For |
1.2 | Re-elect Jane Toogood As Director | Management | For | Voted - For |
1.3 | Re-elect Janet Ashdown As Director | Management | For | Voted - For |
1.4 | Re-elect Brendan Connolly As Director | Management | For | Voted - For |
1.5 | Re-elect David Thomas As Director | Management | For | Voted - For |
1.6 | Re-elect Ros Rivaz As Director | Management | For | Voted - Against |
1.7 | Re-elect Jakob Sigurdsson As Director | Management | For | Voted - For |
1.8 | Re-elect Martin Court As Director | Management | For | Voted - For |
1.9 | Re-elect Richard Armitage As Director | Management | For | Voted - For |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Remuneration Report | Management | For | Voted - For |
4 | Approve Final Dividend | Management | For | Voted - For |
5 | Approve Special Dividend | Management | For | Voted - For |
6 | Approve Increase in Limit on the Aggregate Amount of Fees Payable to Directors | Management | For | Voted - Against |
7 | Reappoint PricewaterhouseCoopers LLP As Auditors | Management | For | Voted - For |
8 | Authorise the Audit Committee to Fix Remuneration of Auditors | Management | For | Voted - For |
9 | Authorise UK Political Donations and Expenditure | Management | For | Voted - Against |
10 | Authorise Issue of Equity | Management | For | Voted - Against |
11 | Authorise Issue of Equity Without Pre-emptive Rights | Management | For | Voted - For |
12 | Authorise Issue of Equity Without Pre-emptive Rights in Connection with an Acquisition Or Other Capital Investment | Management | For | Voted - Against |
13 | Authorise Market Purchase of Ordinary Shares | Management | For | Voted - For |
14 | Authorise the Company to Call General Meeting with Two Weeks' Notice | Management | For | Voted - For |
VIETNAM DAIRY PRODUCTS CORP.
Security ID: Y9365V104
Ticker: VNM
Meeting Date: 26-Apr-22
1.1 | Elect Alain Xavier Cany As Director | Management | For | Voted - Withheld |
1.2 | Elect Dang Thi Thu Ha As Director | Management | For | Voted - Withheld |
1.3 | Elect Do Le Hung As Director | Management | For | Voted - Withheld |
1.4 | Elect Le Thanh Liem As Director | Management | For | Voted - Withheld |
1.5 | Elect Mai Kieu Lien As Director | Management | For | Voted - Withheld |
1.6 | Elect Lee Meng Tat As Director | Management | For | Voted - Withheld |
1.7 | Elect Michael Chye Hin Fah As Director | Management | For | Voted - Withheld |
1.8 | Elect Nguyen Hanh Phuc As Director | Management | For | Voted - Withheld |
1.9 | Elect Hoang Ngoc Thach Director | Management | For | Voted - Withheld |
1.10 | Elect Tieu Yen Trinh As Director | Management | For | Voted - Withheld |
51
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
2 | Approve Meeting Agenda | Management | For | Voted - For |
3 | Approve Vote-counting Committee | Management | For | Voted - For |
4 | Approve Audited Financial Statements of Financial Year 2021 | Management | For | Voted - For |
5 | Approve Report of Board of Directors of Financial Year 2021 | Management | For | Voted - For |
6 | Approve Dividend of Financial Year 2021 | Management | For | Voted - For |
7 | Approve Strategic Business Direction for Financial Year 2022-2026 | Management | For | Voted - For |
8 | Approve Revenue and Profit for Financial Year 2022 | Management | For | Voted - For |
9 | Approve Dividend Plan of Financial Year 2022 | Management | For | Voted - For |
10 | Approve Auditors | Management | For | Voted - For |
11 | Approve Remuneration of Board of Directors in Financial Year 2022 | Management | For | Voted - For |
12 | Amend Business Lines | Management | For | Voted - For |
13 | Amend Charter | Management | For | Voted - For |
14 | Approve Corporate Governance Regulations | Management | For | Voted - For |
15 | Other Business | Management | For | Voted - Against |
XINYI GLASS HOLDINGS LTD.
Security ID: G9828G108
Ticker: 868
Meeting Date: 02-Jun-22
1.1 | Elect Tung Ching Sai As Director | Management | For | Voted - For |
1.2 | Elect Li Ching Wai As Director | Management | For | Voted - Against |
1.3 | Elect Li Ching Leung As Director | Management | For | Voted - Against |
1.4 | Elect Lam Kwong Siu As Director | Management | For | Voted - For |
1.5 | Elect Yang Siu Shun As Director | Management | For | Voted - For |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Final Dividend | Management | For | Voted - For |
4 | Authorize Board to Fix Remuneration of Directors | Management | For | Voted - For |
5 | Approve PricewaterhouseCoopers As Auditors and Authorize Board to Fix Their Remuneration | Management | For | Voted - Against |
6 | Authorize Repurchase of Issued Share Capital | Management | For | Voted - For |
7 | Approve Issuance of Equity Or Equity-linked Securities Without Preemptive Rights | Management | For | Voted - Against |
8 | Authorize Reissuance of Repurchased Shares | Management | For | Voted - Against |
YARA INTERNATIONAL ASA
Security ID: R9900C106
Ticker: YAR
Meeting Date: 10-May-22
1 | Approve Notice of Meeting and Agenda | Management | For | Voted - For |
2 | Elect Chairman of Meeting; Designate Inspector(s) of Minutes of Meeting | Management | For | Voted - For |
3 | Approve Remuneration of Auditors | Management | For | Voted - For |
52
Sprucegrove International Equity Master Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
4 | Accept Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of Nok 30.00 Per Share | Management | For | Voted - For |
5 | Approve Remuneration Policy and Other Terms of Employment for Executive Management | Management | For | Voted - For |
6 | Approve Remuneration Statement | Management | For | Voted - For |
7 | Approve Company's Corporate Governance Statement | Management | For | Voted - For |
8 | Elect Trond Berger, John Thuestad, Birgitte Ringstad Vartdal, Hakon Reistad Fure, Tove Feld and Jannicke Hilland As Directors | Management | For | Voted - Against |
9 | Elect Otto Soberg (chair), Thorunn Kathrine Bakke, Ann Kristin Brautaset and Ottar Ertzeid As Members of Nominating Committee | Management | For | Voted - For |
10 | Approve Remuneration of Directors in the Amount of Nok 713,500 for the Chairman, Nok 426,000 for the Vice Chairman, and Nok 375,500 for the Other Directors; Approve Committee Fees | Management | For | Voted - For |
11 | Approve Remuneration of Nominating Committee | Management | For | Voted - For |
12 | Authorize Share Repurchase Program and Cancellation of Repurchased Shares | Management | For | Voted - For |
YUE YUEN INDUSTRIAL (HOLDINGS) LIMITED
Security ID: G98803144
Ticker: 551
Meeting Date: 27-May-22
1.1 | Elect Lu Chin Chu As Director | Management | For | Voted - Against |
1.2 | Elect Tsai Pei Chun, Patty As Director | Management | For | Voted - Against |
1.3 | Elect Liu George Hong-chih As Director | Management | For | Voted - Against |
1.4 | Elect Ho Lai Hong As Director | Management | For | Voted - For |
1.5 | Elect Lin Shei-yuan As Director | Management | For | Voted - For |
2 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For |
3 | Approve Final Dividend | Management | For | Voted - For |
4 | Authorize Board to Fix Remuneration of Directors | Management | For | Voted - Against |
5 | Approve Deloitte Touche Tohmatsu As Auditors and Authorize Board to Fix Their Remuneration | Management | For | Voted - Against |
6 | Approve Issuance of Equity Or Equity-linked Securities Without Preemptive Rights | Management | For | Voted - Against |
7 | Authorize Repurchase of Issued Share Capital | Management | For | Voted - For |
8 | Authorize Reissuance of Repurchased Shares | Management | For | Voted - Against |
53
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
The Advisors’ Inner Circle Fund II
By: /s/ Michael Beattie
Michael Beattie
President
Date: August 12, 2022
54