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: 811-21897
NAME OF REGISTRANT: Manager Directed Portfolios
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 615 East Michigan Street
Milwaukee, WI 53202
NAME AND ADDRESS OF AGENT FOR SERVICE: Scott M. Ostrowski, President
Manager Directed Portfolios
c/o U.S. Bancorp Fund Services,
LLC
777 East Wisconsin Avenue,
5th Floor
Milwaukee, WI 53202
REGISTRANT'S TELEPHONE NUMBER: 414-765-4339
DATE OF FISCAL YEAR END: 10/31
DATE OF REPORTING PERIOD: 07/01/2022 - 06/30/2023
Hardman Johnston International Growth Fund
--------------------------------------------------------------------------------------------------------------------------
AIA GROUP LTD Agenda Number: 716976191
--------------------------------------------------------------------------------------------------------------------------
Security: Y002A1105
Meeting Type: AGM
Meeting Date: 18-May-2023
Ticker:
ISIN: HK0000069689
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting
PROXY FORM ARE AVAILABLE BY CLICKING ON THE
URL LINKS:
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2023/0411/2023041100617.pdf AND
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2023/0411/2023041100638.pdf
CMMT 19 APR 2023: PLEASE NOTE IN THE HONG KONG Non-Voting
MARKET THAT A VOTE OF "ABSTAIN" WILL BE
TREATED THE SAME AS A "TAKE NO ACTION"
VOTE.
1 TO RECEIVE THE AUDITED CONSOLIDATED Mgmt For For
FINANCIAL STATEMENTS OF THE COMPANY, THE
REPORT OF THE DIRECTORS AND THE INDEPENDENT
AUDITORS REPORT FOR THE YEAR ENDED 31
DECEMBER 2022
2 TO DECLARE A FINAL DIVIDEND OF 113.40 HONG Mgmt For For
KONG CENTS PER SHARE FOR THE YEAR ENDED 31
DECEMBER 2022
3 TO RE-ELECT MR. EDMUND SZE-WING TSE AS Mgmt Against Against
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE
COMPANY
4 TO RE-ELECT MR. JACK CHAK-KWONG SO AS Mgmt Against Against
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE
COMPANY
5 TO RE-ELECT PROFESSOR LAWRENCE JUEN-YEE LAU Mgmt For For
AS INDEPENDENT NON-EXECUTIVE DIRECTOR OF
THE COMPANY
6 TO RE-APPOINT PRICEWATERHOUSECOOPERS AS Mgmt For For
AUDITOR OF THE COMPANY AND TO AUTHORISE THE
BOARD OF DIRECTORS OF THE COMPANY TO FIX
ITS REMUNERATION
7A TO GRANT A GENERAL MANDATE TO THE DIRECTORS Mgmt For For
TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL
SHARES OF THE COMPANY, NOT EXCEEDING 10 PER
CENT OF THE NUMBER OF SHARES OF THE COMPANY
IN ISSUE AS AT THE DATE OF THIS RESOLUTION,
AND THE DISCOUNT FOR ANY SHARES TO BE
ISSUED SHALL NOT EXCEED 10 PER CENT TO THE
BENCHMARKED PRICE
7B TO GRANT A GENERAL MANDATE TO THE DIRECTORS Mgmt For For
TO BUY BACK SHARES OF THE COMPANY, NOT
EXCEEDING 10 PER CENT OF THE NUMBER OF
SHARES OF THE COMPANY IN ISSUE AS AT THE
DATE OF THIS RESOLUTION
8 TO ADJUST THE LIMIT OF THE ANNUAL SUM OF Mgmt For For
THE DIRECTORS FEE TO USD 3,800,000
9 TO APPROVE AND ADOPT THE PROPOSED Mgmt Against Against
AMENDMENTS TO THE SHARE OPTION SCHEME OF
THE COMPANY
10 TO APPROVE AND ADOPT THE RESTRICTED SHARE Mgmt Against Against
UNIT SCHEME OF THE COMPANY WITH THE AMENDED
TERMS
11 TO APPROVE AND ADOPT THE EMPLOYEE SHARE Mgmt For For
PURCHASE PLAN OF THE COMPANY WITH THE
AMENDED TERMS
12 TO APPROVE AND ADOPT THE AGENCY SHARE Mgmt For For
PURCHASE PLAN OF THE COMPANY WITH THE
AMENDED TERMS
CMMT 19 APR 2023: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO MODIFICATION OF COMMENT. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT VOTE AGAIN UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
AIRBUS SE Agenda Number: 716761514
--------------------------------------------------------------------------------------------------------------------------
Security: N0280G100
Meeting Type: AGM
Meeting Date: 19-Apr-2023
Ticker:
ISIN: NL0000235190
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO BENEFICIAL OWNER DETAILS ARE
PROVIDED, YOUR INSTRUCTIONS MAY BE
REJECTED.
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED.
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 859228 DUE TO RECEIVED UPDATED
AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL
NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
A OPEN MEETING Non-Voting
B DISCUSSION ON COMPANY'S CORPORATE Non-Voting
GOVERNANCE STRUCTURE
C RECEIVE REPORT ON BUSINESS AND FINANCIAL Non-Voting
STATEMENTS
D RECEIVE EXPLANATION ON COMPANY'S DIVIDEND Non-Voting
POLICY
E RECEIVE BOARD REPORT Non-Voting
F DISCUSSION ON LEADING THE JOURNEY TOWARDS Non-Voting
CLEAN AEROSPACE
G DISCUSS POTENTIAL LONG-TERM STRATEGIC AND Non-Voting
TECHNOLOGICAL PARTNERSHIP WITH EVIDIAN AND
ACQUISITION OF A MINORITY STAKE IN EVIDIAN
1 ADOPT FINANCIAL STATEMENTS Mgmt For For
2 APPROVE ALLOCATION OF INCOME Mgmt For For
3 APPROVE DISCHARGE OF NON-EXECUTIVE Mgmt For For
DIRECTORS
4 APPROVE DISCHARGE OF EXECUTIVE DIRECTORS Mgmt For For
5 RATIFY ERNST & YOUNG ACCOUNTANTS LLP AS Mgmt For For
AUDITORS
6 APPROVE IMPLEMENTATION OF REMUNERATION Mgmt Against Against
POLICY
7 REELECT RALPH D. CROSBY, JR. AS Mgmt For For
NON-EXECUTIVE DIRECTOR
8 REELECT MARK DUNKERLEY AS NON-EXECUTIVE Mgmt For For
DIRECTOR
9 REELECT STEPHAN GEMKOW AS NON-EXECUTIVE Mgmt For For
DIRECTOR
10 ELECT ANTONY WOOD AS NON-EXECUTIVE DIRECTOR Mgmt For For
11 GRANT BOARD AUTHORITY TO ISSUE SHARES AND Mgmt For For
EXCLUDE PREEMPTIVE RIGHTS FOR THE PURPOSE
OF EMPLOYEE SHARE OWNERSHIP PLANS AND
SHARE-RELATED LONG-TERM INCENTIVE PLANS
12 GRANT BOARD AUTHORITY TO ISSUE SHARES AND Mgmt For For
EXCLUDE PREEMPTIVE RIGHTS FOR THE PURPOSE
OF COMPANY FUNDING
13 AUTHORIZE REPURCHASE OF UP TO 10 PERCENT OF Mgmt For For
ISSUED SHARE CAPITAL
14 APPROVE CANCELLATION OF REPURCHASED SHARES Mgmt For For
H CLOSE MEETING Non-Voting
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
CMMT 10 MAR 2023: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO CHANGE IN NUMBERING OF ALL
RESOLUTIONS. IF YOU HAVE ALREADY SENT IN
YOUR VOTES TO MID 869634, PLEASE DO NOT
VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
ALKERMES PLC Agenda Number: 935675833
--------------------------------------------------------------------------------------------------------------------------
Security: G01767105
Meeting Type: Annual
Meeting Date: 07-Jul-2022
Ticker: ALKS
ISIN: IE00B56GVS15
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Class II Director: Emily Mgmt For For
Peterson Alva
1B. Election of Class II Director: Cato T. Mgmt For For
Laurencin, M.D., Ph.D.
1C. Election of Class II Director: Brian P. Mgmt For For
McKeon
1D. Election of Class II Director: Christopher Mgmt For For
I. Wright M.D., PH.D.
2. To approve, in a non-binding, advisory Mgmt For For
vote, the compensation of the Company's
named executive officers.
3. To ratify, in a non-binding vote, the Mgmt For For
appointment of PricewaterhouseCoopers LLP
as the independent auditor and accounting
firm of the Company and to authorize, in a
binding vote, the Audit and Risk Committee
of the Board to set the independent auditor
and accounting firm's remuneration.
4. To approve the Alkermes plc 2018 Stock Mgmt For For
Option and Incentive Plan, as amended.
5. To renew Board authority to allot and issue Mgmt For For
shares under Irish law.
6. To renew Board authority to disapply the Mgmt For For
statutory pre-emption rights that would
otherwise apply under Irish law.
--------------------------------------------------------------------------------------------------------------------------
ALKERMES PLC Agenda Number: 935883872
--------------------------------------------------------------------------------------------------------------------------
Security: G01767105
Meeting Type: Annual
Meeting Date: 29-Jun-2023
Ticker: ALKS
ISIN: IE00B56GVS15
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. BOARD NOMINEE: Emily Peterson Alva Mgmt For For
1B. BOARD NOMINEE: Shane M. Cooke Mgmt Withheld Against
1C. BOARD NOMINEE: Richard B. Gaynor, M.D. Mgmt For For
1D. BOARD NOMINEE: Cato T. Laurencin, M.D., Mgmt For For
Ph.D.
1E. BOARD NOMINEE: Brian P. McKeon Mgmt For For
1F. BOARD NOMINEE: Richard F. Pops Mgmt Withheld Against
1G. BOARD NOMINEE: Christopher I. Wright, M.D., Mgmt For For
Ph.D.
1H. SARISSA NOMINEE: Patrice Bonfiglio Mgmt Withheld Against
1I. SARISSA NOMINEE: Alexander Denner, Ph.D. Mgmt For Against
1J. SARISSA NOMINEE: Sarah J. Schlesinger, M.D. Mgmt For Against
2. To approve, in a non-binding, advisory Mgmt For For
vote, the compensation of the Company's
named executive officers.
3. To ratify, in a non-binding vote, the Mgmt For For
appointment of PricewaterhouseCoopers LLP
as the independent auditor and accounting
firm of the Company and to authorize, in a
binding vote, the Audit and Risk Committee
of the Board to set the independent auditor
and accounting firm's remuneration.
4. To approve the Alkermes plc 2018 Stock Mgmt For For
Option and Incentive Plan, as amended.
5. To renew Board authority to allot and issue Mgmt For For
shares under Irish law.
6. To renew Board authority to disapply the Mgmt Against Against
statutory pre-emption rights that would
otherwise apply under Irish law.
--------------------------------------------------------------------------------------------------------------------------
APTIV PLC Agenda Number: 935775443
--------------------------------------------------------------------------------------------------------------------------
Security: G6095L109
Meeting Type: Annual
Meeting Date: 26-Apr-2023
Ticker: APTV
ISIN: JE00B783TY65
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Kevin P. Clark Mgmt For For
1b. Election of Director: Richard L. Clemmer Mgmt For For
1c. Election of Director: Nancy E. Cooper Mgmt For For
1d. Election of Director: Joseph L. Hooley Mgmt For For
1e. Election of Director: Merit E. Janow Mgmt For For
1f. Election of Director: Sean O. Mahoney Mgmt For For
1g. Election of Director: Paul M. Meister Mgmt For For
1h. Election of Director: Robert K. Ortberg Mgmt For For
1i. Election of Director: Colin J. Parris Mgmt For For
1j. Election of Director: Ana G. Pinczuk Mgmt For For
2. Proposal to re-appoint auditors, ratify Mgmt For For
independent public accounting firm and
authorize the directors to determine the
fees paid to the auditors.
3. Say-on-Pay - To approve, by advisory vote, Mgmt Against Against
executive compensation.
--------------------------------------------------------------------------------------------------------------------------
ASML HOLDING NV Agenda Number: 716773533
--------------------------------------------------------------------------------------------------------------------------
Security: N07059202
Meeting Type: AGM
Meeting Date: 26-Apr-2023
Ticker:
ISIN: NL0010273215
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO BENEFICIAL OWNER DETAILS ARE
PROVIDED, YOUR INSTRUCTIONS MAY BE
REJECTED.
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED.
1. OPENING Non-Voting
2. OVERVIEW OF THE COMPANY S BUSINESS, Non-Voting
FINANCIAL SITUATION AND ESG SUSTAINABILITY
3.a. FINANCIAL STATEMENTS, RESULTS AND DIVIDEND: Mgmt For For
ADVISORY VOTE ON THE REMUNERATION REPORT
FOR THE BOARD OF MANAGEMENT AND THE
SUPERVISORY BOARD FOR THE FINANCIAL YEAR
2022
3.b. FINANCIAL STATEMENTS, RESULTS AND DIVIDEND: Mgmt For For
PROPOSAL TO ADOPT THE FINANCIAL STATEMENTS
OF THE COMPANY FOR THE FINANCIAL YEAR 2022,
AS PREPARED IN ACCORDANCE WITH DUTCH LAW
3.c. FINANCIAL STATEMENTS, RESULTS AND DIVIDEND: Non-Voting
CLARIFICATION OF THE COMPANY'S RESERVES AND
DIVIDEND POLICY
3.d. FINANCIAL STATEMENTS, RESULTS AND DIVIDEND: Mgmt For For
PROPOSAL TO ADOPT A DIVIDEND IN RESPECT OF
THE FINANCIAL YEAR 2022
4.a. DISCHARGE: PROPOSAL TO DISCHARGE THE Mgmt For For
MEMBERS OF THE BOARD OF MANAGEMENT FROM
LIABILITY FOR THEIR RESPONSIBILITIES IN THE
FINANCIAL YEAR 2022
4.b. DISCHARGE: PROPOSAL TO DISCHARGE THE Mgmt For For
MEMBERS OF THE SUPERVISORY BOARD FROM
LIABILITY FOR THEIR RESPONSIBILITIES IN THE
FINANCIAL YEAR 2022
5. PROPOSAL TO APPROVE THE NUMBER OF SHARES Mgmt For For
FOR THE BOARD OF MANAGEMENT
6.a. REMUNERATION OF THE SUPERVISORY BOARD: Mgmt For For
PROPOSAL TO AMEND THE REMUNERATION POLICY
FOR THE SUPERVISORY BOARD
6.b. REMUNERATION OF THE SUPERVISORY BOARD: Mgmt For For
PROPOSAL TO AMEND THE REMUNERATION OF THE
MEMBERS OF THE SUPERVISORY BOARD
7. COMPOSITION OF THE BOARD OF MANAGEMENT: Non-Voting
NOTIFICATION OF THE INTENDED APPOINTMENT OF
MR. W.R. ALLAN
8.a. COMPOSITION OF THE SUPERVISORY BOARD: Mgmt For For
PROPOSAL TO APPOINT MR. N.S. ANDERSEN AS A
MEMBER OF THE SUPERVISORY BOARD
8.b. COMPOSITION OF THE SUPERVISORY BOARD: Mgmt For For
PROPOSAL TO APPOINT MR. J.P. DE KREIJ AS A
MEMBER OF THE SUPERVISORY BOARD
8.c. COMPOSITION OF THE SUPERVISORY BOARD: Non-Voting
COMPOSITION OF THE SUPERVISORY BOARD IN
2024
9. PROPOSAL TO APPOINT PRICEWATERHOUSECOOPERS Mgmt For For
ACCOUNTANTS N.V. AS EXTERNAL AUDITOR FOR
THE REPORTING YEAR 2025, IN LIGHT OF THE
MANDATORY EXTERNAL AUDITOR ROTATION
10.a. PROPOSALS TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO ISSUE ORDINARY SHARES OR
GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY
SHARES, AS WELL AS TO RESTRICT OR EXCLUDE
THE PREEMPTION RIGHTS ACCRUING TO
SHAREHOLDERS: AUTHORIZATION TO ISSUE
ORDINARY SHARES OR GRANT RIGHTS TO
SUBSCRIBE FOR ORDINARY SHARES UP TO 5% FOR
GENERAL PURPOSES AND UP TO 5% IN CONNECTION
WITH OR ON THE OCCASION OF MERGERS,
ACQUISITIONS AND/OR (STRATEGIC) ALLIANCES
10.b. PROPOSALS TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO ISSUE ORDINARY SHARES OR
GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY
SHARES, AS WELL AS TO RESTRICT OR EXCLUDE
THE PREEMPTION RIGHTS ACCRUING TO
SHAREHOLDERS: AUTHORIZATION OF THE BOARD OF
MANAGEMENT TO RESTRICT OR EXCLUDE
PRE-EMPTION RIGHTS IN CONNECTION WITH THE
AUTHORIZATIONS REFERRED TO IN ITEM 10 A)
11. PROPOSAL TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO REPURCHASE ORDINARY SHARES UP
TO 10% OF THE ISSUED SHARE CAPITAL
12. PROPOSAL TO CANCEL ORDINARY SHARES Mgmt For For
13. ANY OTHER BUSINESS Non-Voting
14. CLOSING Non-Voting
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
--------------------------------------------------------------------------------------------------------------------------
ASTRAZENECA PLC Agenda Number: 716820041
--------------------------------------------------------------------------------------------------------------------------
Security: G0593M107
Meeting Type: AGM
Meeting Date: 27-Apr-2023
Ticker:
ISIN: GB0009895292
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE THE COMPANY'S ACCOUNTS THE Mgmt For For
REPORTS OF THE DIRECTORS AND AUDITOR AND
THE STRATEGIC REPORT FOR THE YEAR ENDED31
DECEMBER 2022
2 TO CONFIRM DIVIDENDS Mgmt For For
3 TO REAPPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
AUDITOR
4 TO AUTHORISE THE DIRECTORS TO AGREE THE Mgmt For For
REMUNERATION
5A TO ELECT OR RE-ELECT MICHEL DEMARE Mgmt For For
5B TO ELECT OR RE-ELECT PASCAL SORIOT Mgmt For For
5C TO ELECT OR RE-ELECT ARADHANA SARIN Mgmt For For
5D TO ELECT OR RE-ELECT PHILIP BROADLEY Mgmt For For
5E TO ELECT OR RE-ELECT EUAN ASHLEY Mgmt For For
5F TO ELECT OR RE-ELECT DEBORAH DISANZO Mgmt For For
5G TO ELECT OR RE-ELECT DIANA LAYFIELD Mgmt For For
5H TO ELECT OR RE-ELECT SHERI MCCOY Mgmt For For
5I TO ELECT OR RE-ELECT TONY MOK Mgmt For For
5J TO ELECT OR RE-ELECT NAZNEEN RAHMAN Mgmt For For
5K TO ELECT OR RE-ELECT ANDREAS RUMMELT Mgmt For For
5L TO ELECT OR RE-ELECT MARCUS WALLENBERG Mgmt For For
6 TO APPROVE THE ANNUAL REPORT ON Mgmt For For
REMUNERATION FOR THE YEAR ENDED 31DECEMBER
2022
7 TO AUTHORISE LIMITED POLITICAL DONATIONS Mgmt For For
8 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For
9 TO AUTHORISE THE DIRECTORS TO DISAPPLY Mgmt For For
PRE-EMPTION RIGHTS
10 TO AUTHORISE THE DIRECTORS TO FURTHER Mgmt For For
DISAPPLY PRE-EMPTION RIGHTS FOR
ACQUISITIONS AND SPECIFIED CAPITAL
INVESTMENTS
11 TO AUTHORISE THE COMPANY TO PURCHASE ITS Mgmt For For
OWN SHARES
12 TO REDUCE THE NOTICE PERIOD FOR GENERAL Mgmt For For
MEETINGS
13 TO ADOPT NEW ARTICLES OF ASSOCIATION Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
ATLASSIAN CORPORATION PLC Agenda Number: 935687600
--------------------------------------------------------------------------------------------------------------------------
Security: G06242104
Meeting Type: Special
Meeting Date: 22-Aug-2022
Ticker: TEAM
ISIN: GB00BZ09BD16
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Court Scheme Proposal: To approve the Mgmt For For
scheme of arrangement as set forth in the
section titled "Scheme of Arrangement" in
the proxy statement of Atlassian
Corporation Plc dated July 11, 2022
--------------------------------------------------------------------------------------------------------------------------
ATLASSIAN CORPORATION PLC Agenda Number: 935687612
--------------------------------------------------------------------------------------------------------------------------
Security: G06242111
Meeting Type: Special
Meeting Date: 22-Aug-2022
Ticker:
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Scheme Special Resolution: THAT for the Mgmt For For
purpose of giving effect to the scheme of
arrangement dated July 11, 2022 between
Atlassian Corporation Plc (the "Company")
and the Scheme Shareholders (as defined in
the said scheme included in the proxy
statement of the Company dated July 11,
2022 (the "Proxy Statement")), a print of
which has been produced to this meeting and
for the purposes of identification signed
by the chair hereof, in its original form
or as amended in accordance with ...(due to
space limits, see proxy material for full
proposal).
--------------------------------------------------------------------------------------------------------------------------
DAIFUKU CO.,LTD. Agenda Number: 717368383
--------------------------------------------------------------------------------------------------------------------------
Security: J08988107
Meeting Type: AGM
Meeting Date: 23-Jun-2023
Ticker:
ISIN: JP3497400006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1 Amend Articles to: Allow the Board of Mgmt Against Against
Directors to Authorize the Company to
Purchase Own Shares
2.1 Appoint a Director Geshiro, Hiroshi Mgmt For For
2.2 Appoint a Director Sato, Seiji Mgmt For For
2.3 Appoint a Director Hayashi, Toshiaki Mgmt For For
2.4 Appoint a Director Nobuta, Hiroshi Mgmt For For
2.5 Appoint a Director Takubo, Hideaki Mgmt For For
2.6 Appoint a Director Ozawa, Yoshiaki Mgmt For For
2.7 Appoint a Director Sakai, Mineo Mgmt For For
2.8 Appoint a Director Kato, Kaku Mgmt For For
2.9 Appoint a Director Kaneko, Keiko Mgmt For For
2.10 Appoint a Director Gideon Franklin Mgmt For For
3 Appoint a Corporate Auditor Wada, Nobuo Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
DEUTSCHE TELEKOM AG Agenda Number: 716714856
--------------------------------------------------------------------------------------------------------------------------
Security: D2035M136
Meeting Type: AGM
Meeting Date: 05-Apr-2023
Ticker:
ISIN: DE0005557508
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN. IF
NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED.
CMMT FROM 10TH FEBRUARY, BROADRIDGE WILL CODE Non-Voting
ALL AGENDAS FOR GERMAN MEETINGS IN ENGLISH
ONLY. IF YOU WISH TO SEE THE AGENDA IN
GERMAN, THIS WILL BE MADE AVAILABLE AS A
LINK UNDER THE 'MATERIAL URL' DROPDOWN AT
THE TOP OF THE BALLOT. THE GERMAN AGENDAS
FOR ANY EXISTING OR PAST MEETINGS WILL
REMAIN IN PLACE. FOR FURTHER INFORMATION,
PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
CMMT PLEASE NOTE THAT FOLLOWING THE AMENDMENT TO Non-Voting
PARAGRAPH 21 OF THE SECURITIES TRADE ACT ON
9TH JULY 2015 AND THE OVER-RULING OF THE
DISTRICT COURT IN COLOGNE JUDGMENT FROM 6TH
JUNE 2012 THE VOTING PROCESS HAS NOW
CHANGED WITH REGARD TO THE GERMAN
REGISTERED SHARES. AS A RESULT, IT IS NOW
THE RESPONSIBILITY OF THE END-INVESTOR
(I.E. FINAL BENEFICIARY) AND NOT THE
INTERMEDIARY TO DISCLOSE RESPECTIVE FINAL
BENEFICIARY VOTING RIGHTS THEREFORE THE
CUSTODIAN BANK / AGENT IN THE MARKET WILL
BE SENDING THE VOTING DIRECTLY TO MARKET
AND IT IS THE END INVESTORS RESPONSIBILITY
TO ENSURE THE REGISTRATION ELEMENT IS
COMPLETE WITH THE ISSUER DIRECTLY, SHOULD
THEY HOLD MORE THAN 3 % OF THE TOTAL SHARE
CAPITAL
CMMT THE VOTE/REGISTRATION DEADLINE AS DISPLAYED Non-Voting
ON PROXYEDGE IS SUBJECT TO CHANGE AND WILL
BE UPDATED AS SOON AS BROADRIDGE RECEIVES
CONFIRMATION FROM THE SUB CUSTODIANS
REGARDING THEIR INSTRUCTION DEADLINE. FOR
ANY QUERIES PLEASE CONTACT YOUR CLIENT
SERVICES REPRESENTATIVE
CMMT ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WPHG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL
CMMT FURTHER INFORMATION ON COUNTER PROPOSALS Non-Voting
CAN BE FOUND DIRECTLY ON THE ISSUER'S
WEBSITE (PLEASE REFER TO THE MATERIAL URL
SECTION OF THE APPLICATION). IF YOU WISH TO
ACT ON THESE ITEMS, YOU WILL NEED TO
REQUEST A MEETING ATTEND AND VOTE YOUR
SHARES DIRECTLY AT THE COMPANY'S MEETING.
COUNTER PROPOSALS CANNOT BE REFLECTED IN
THE BALLOT ON PROXYEDGE
1 RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting
REPORTS FOR FISCAL YEAR 2022
2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF EUR 0.70 PER SHARE
3 APPROVE DISCHARGE OF MANAGEMENT BOARD FOR Mgmt For For
FISCAL YEAR 2022
4 APPROVE DISCHARGE OF SUPERVISORY BOARD FOR Mgmt For For
FISCAL YEAR 2022
5 RATIFY DELOITTE GMBH AS AUDITORS FOR FISCAL Mgmt For For
YEAR 2023 AND FOR THE REVIEW OF THE INTERIM
FINANCIAL STATEMENTS FOR FISCAL YEAR 2023
AND FIRST QUARTER OF FISCAL YEAR 2024
6.1 ELECT HARALD KRUEGER TO THE SUPERVISORY Mgmt For For
BOARD
6.2 ELECT REINHARD PLOSS TO THE SUPERVISORY Mgmt For For
BOARD
6.3 ELECT MARGRET SUCKALE TO THE SUPERVISORY Mgmt For For
BOARD
7 APPROVE VIRTUAL-ONLY SHAREHOLDER MEETINGS Mgmt For For
UNTIL 2025
8 APPROVE REMUNERATION REPORT Mgmt Against Against
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
CMMT 27 FEB 2023: PLEASE NOTE THAT IF YOU HOLD Non-Voting
CREST DEPOSITORY INTERESTS (CDIS) AND
PARTICIPATE AT THIS MEETING, YOU (OR YOUR
CREST SPONSORED MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIS WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIS WILL TYPICALLY BE
RELEASED FROM ESCROW AS SOON AS PRACTICABLE
ON RECORD DATE +1 DAY (OR ON MEETING DATE
+1 DAY IF NO RECORD DATE APPLIES) UNLESS
OTHERWISE SPECIFIED, AND ONLY AFTER THE
AGENT HAS CONFIRMED AVAILABILITY OF THE
POSITION. IN ORDER FOR A VOTE TO BE
ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT 27 FEB 2023: PLEASE NOTE SHARE BLOCKING Non-Voting
WILL APPLY FOR ANY VOTED POSITIONS SETTLING
THROUGH EUROCLEAR BANK.
CMMT 27 FEB 2023: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENTS. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT VOTE AGAIN UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
GENMAB A/S Agenda Number: 716714806
--------------------------------------------------------------------------------------------------------------------------
Security: K3967W102
Meeting Type: AGM
Meeting Date: 29-Mar-2023
Ticker:
ISIN: DK0010272202
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING INSTRUCTIONS FOR MOST MEETINGS ARE Non-Voting
CAST BY THE REGISTRAR IN ACCORDANCE WITH
YOUR VOTING INSTRUCTIONS. FOR THE SMALL
NUMBER OF MEETINGS WHERE THERE IS NO
REGISTRAR, YOUR VOTING INSTRUCTIONS WILL BE
CAST BY THE CHAIRMAN OF THE BOARD (OR A
BOARD MEMBER) AS PROXY. THE CHAIRMAN (OR A
BOARD MEMBER) MAY CHOOSE TO ONLY CAST
PRO-MANAGEMENT VOTING INSTRUCTIONS. TO
GUARANTEE YOUR VOTING INSTRUCTIONS AGAINST
MANAGEMENT ARE CAST, YOU MAY SUBMIT A
REQUEST TO ATTEND THE MEETING IN PERSON.
THE SUB CUSTODIAN BANKS OFFER
REPRESENTATION SERVICES FOR AN ADDED FEE,
IF REQUESTED
CMMT SPLIT AND PARTIAL VOTING IS NOT AUTHORIZED Non-Voting
FOR A BENEFICIAL OWNER IN THE DANISH MARKET
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED
1 REPORT BY THE BOARD OF DIRECTORS ON THE Non-Voting
COMPANY'S ACTIVITIES DURING THE PAST YEAR
2 PRESENTATION AND ADOPTION OF THE AUDITED Mgmt For For
ANNUAL REPORT AND DISCHARGE OF BOARD OF
DIRECTORS AND EXECUTIVE MANAGEMENT
3 RESOLUTION ON THE DISTRIBUTION OF PROFITS Mgmt For For
AS RECORDED IN THE ADOPTED ANNUAL REPORT
4 ADVISORY VOTE ON THE COMPENSATION REPORT Mgmt For For
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR
RESOLUTION NUMBERS 5.A TO 5.F AND 6. THANK
YOU
5.A RE-ELECTION OF MEMBER OF THE BOARD OF Mgmt For For
DIRECTOR DEIRDRE P. CONNELLY
5.B RE-ELECTION OF MEMBER OF THE BOARD OF Mgmt For For
DIRECTOR PERNILLE ERENBJERG
5.C RE-ELECTION OF MEMBER OF THE BOARD OF Mgmt For For
DIRECTOR ROLF HOFFMANN
5.D RE-ELECTION OF MEMBER OF THE BOARD OF Mgmt For For
DIRECTOR ELIZABETH O'FARRELL
5.E RE-ELECTION OF MEMBER OF THE BOARD OF Mgmt For For
DIRECTOR DR. PAOLO PAOLETTI
5.F RE-ELECTION OF MEMBER OF THE BOARD OF Mgmt For For
DIRECTOR DR. ANDERS GERSEL PEDERSEN
6 RE-ELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
STATSAUTORISERET REVISIONSPARTNERSELSKAB AS
AUDITOR
7.A PROPOSALS FROM THE BOARD OF DIRECTORS: Mgmt For For
APPROVAL OF THE BOARD OF DIRECTORS'
REMUNERATION FOR 2023
7.B PROPOSALS FROM THE BOARD OF DIRECTORS: Mgmt For For
AMENDMENT TO REMUNERATION POLICY FOR THE
BOARD OF DIRECTORS AND THE EXECUTIVE
MANAGEMENT (REMOVAL OF DKK 25 MILLION CAP)
7.C PROPOSALS FROM THE BOARD OF DIRECTORS: Mgmt For For
AMENDMENTS TO REMUNERATION POLICY FOR THE
BOARD OF DIRECTORS AND THE EXECUTIVE
MANAGEMENT (CERTAIN OTHER CHANGES)
7.D PROPOSALS FROM THE BOARD OF DIRECTORS: Mgmt For For
AUTHORIZATION TO THE BOARD OF DIRECTORS TO
MANDATE THE COMPANY TO ACQUIRE TREASURY
SHARES
8 AUTHORIZATION OF THE CHAIR OF THE GENERAL Mgmt For For
MEETING TO REGISTER RESOLUTIONS PASSED BY
THE GENERAL MEETING
9 ANY OTHER BUSINESS Non-Voting
CMMT 24 FEB 2023: PLEASE NOTE THAT IF YOU HOLD Non-Voting
CREST DEPOSITORY INTERESTS (CDIS) AND
PARTICIPATE AT THIS MEETING, YOU (OR YOUR
CREST SPONSORED MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIS WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIS WILL TYPICALLY BE
RELEASED FROM ESCROW AS SOON AS PRACTICABLE
ON RECORD DATE +1 DAY (OR ON MEETING DATE
+1 DAY IF NO RECORD DATE APPLIES) UNLESS
OTHERWISE SPECIFIED, AND ONLY AFTER THE
AGENT HAS CONFIRMED AVAILABILITY OF THE
POSITION. IN ORDER FOR A VOTE TO BE
ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT 24 FEB 2023: PLEASE NOTE SHARE BLOCKING Non-Voting
WILL APPLY FOR ANY VOTED POSITIONS SETTLING
THROUGH EUROCLEAR BANK.
CMMT 24 FEB 2023: INTERMEDIARY CLIENTS ONLY - Non-Voting
PLEASE NOTE THAT IF YOU ARE CLASSIFIED AS
AN INTERMEDIARY CLIENT UNDER THE
SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD
BE PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
CMMT 24 FEB 2023: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENTS. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT VOTE AGAIN UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
GRIFOLS, SA Agenda Number: 717302828
--------------------------------------------------------------------------------------------------------------------------
Security: E5706X215
Meeting Type: OGM
Meeting Date: 15-Jun-2023
Ticker:
ISIN: ES0171996087
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES Non-Voting
NOT REACH QUORUM, THERE WILL BE A SECOND
CALL ON 16 JUN 2023 CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU'
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED.
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 923012 DUE TO RECEIVED UPDATED
AGENDA DUE TO RESOLUTION 9 HAS BEEN
WITHDRAWN. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED IF
VOTE DEADLINE EXTENSIONS ARE GRANTED.
THEREFORE PLEASE REINSTRUCT ON THIS MEETING
NOTICE ON THE NEW JOB. IF HOWEVER VOTE
DEADLINE EXTENSIONS ARE NOT GRANTED IN THE
MARKET, THIS MEETING WILL BE CLOSED AND
YOUR VOTE INTENTIONS ON THE ORIGINAL
MEETING WILL BE APPLICABLE. PLEASE ENSURE
VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE
ORIGINAL MEETING, AND AS SOON AS POSSIBLE
ON THIS NEW AMENDED MEETING. THANK YOU
1 REVIEW AND APPROVAL, AS THE CASE MAY BE, OF Mgmt For For
THE INDIVIDUAL ANNUAL ACCOUNTS AND
MANAGEMENT REPORT, AS WELL AS THE PROPOSAL
FOR ALLOCATION OF RESULTS RELATING TO THE
FISCAL YEAR ENDED DECEMBER 31, 2022
2 REVIEW AND APPROVAL, AS THE CASE MAY BE, OF Mgmt For For
THE CONSOLIDATED ANNUAL ACCOUNTS AND
MANAGEMENT REPORT RELATING TO THE FISCAL
YEAR ENDED DECEMBER 31, 2022
3 REVIEW AND APPROVAL, AS THE CASE MAY BE, OF Mgmt For For
THE CONSOLIDATED NON-FINANCIAL INFORMATION
STATEMENT INCLUDED IN THE CONSOLIDATED
MANAGEMENT REPORT RELATING TO THE FISCAL
YEAR ENDED DECEMBER 31, 2022
4 REVIEW AND APPROVAL, AS THE CASE MAY BE, OF Mgmt For For
THE PERFORMANCE OF THE BOARD OF DIRECTORS
THROUGHOUT THE FISCAL YEAR ENDED DECEMBER
31, 2022
5 RE-ELECTION OF AUDITOR OF THE CONSOLIDATED Mgmt For For
ANNUAL ACCOUNTS FOR FISCAL YEAR 2023
6 APPOINTMENT OF AUDITOR OF THE CONSOLIDATED Mgmt For For
ANNUAL ACCOUNTS FOR FISCAL YEARS 2024, 2025
AND 2026, INCLUSIVE
7.1 RESIGNATION, DISMISSAL, RE-ELECTION AND/OR Mgmt For For
APPOINTMENT, AS THE CASE MAY BE, OF
DIRECTOR. MODIFICATION, IF APPLICABLE, OF
THE NUMBER OF MEMBERS OF THE BOARD OF
DIRECTORS: RE-ELECTION OF MR. RAIMON
GRIFOLS ROURA AS A MEMBER OF THE BOARD OF
DIRECTORS
7.2 RESIGNATION, DISMISSAL, RE-ELECTION AND/OR Mgmt For For
APPOINTMENT, AS THE CASE MAY BE, OF
DIRECTOR. MODIFICATION, IF APPLICABLE, OF
THE NUMBER OF MEMBERS OF THE BOARD OF
DIRECTORS: RE-ELECTION OF MR. TOMAS DAGA
GELABERT AS A MEMBER OF THE BOARD OF
DIRECTORS
7.3 RESIGNATION, DISMISSAL, RE-ELECTION AND/OR Mgmt For For
APPOINTMENT, AS THE CASE MAY BE, OF
DIRECTOR. MODIFICATION, IF APPLICABLE, OF
THE NUMBER OF MEMBERS OF THE BOARD OF
DIRECTORS: RE-ELECTION OF MS. CARINA
SZPILKA LAZARO AS A MEMBER OF THE BOARD OF
DIRECTORS
7.4 RESIGNATION, DISMISSAL, RE-ELECTION AND/OR Mgmt For For
APPOINTMENT, AS THE CASE MAY BE, OF
DIRECTOR. MODIFICATION, IF APPLICABLE, OF
THE NUMBER OF MEMBERS OF THE BOARD OF
DIRECTORS: RE-ELECTION OF MR. INIGO
SANCHEZ-ASIAIN MARDONES AS A MEMBER OF THE
BOARD OF DIRECTORS
7.5 RESIGNATION, DISMISSAL, RE-ELECTION AND/OR Mgmt For For
APPOINTMENT, AS THE CASE MAY BE, OF
DIRECTOR. MODIFICATION, IF APPLICABLE, OF
THE NUMBER OF MEMBERS OF THE BOARD OF
DIRECTORS: RE-ELECTION OF MS. ENRIQUETA
FELIP FONT AS A MEMBER OF THE BOARD OF
DIRECTORS
7.6 RESIGNATION, DISMISSAL, RE-ELECTION AND/OR Mgmt For For
APPOINTMENT, AS THE CASE MAY BE, OF
DIRECTOR. MODIFICATION, IF APPLICABLE, OF
THE NUMBER OF MEMBERS OF THE BOARD OF
DIRECTORS: MAINTENANCE OF VACANCY AND
NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS
8 AMENDMENT OF ARTICLE 20.BIS OF THE Mgmt For For
COMPANY'S ARTICLES OF ASSOCIATION,
REGARDING THE REMUNERATION OF THE BOARD OF
DIRECTORS
9 INFORMATION ON THE AMENDMENTS OF THE Non-Voting
INTERNAL REGULATIONS OF THE COMPANY'S BOARD
OF DIRECTORS, PURSUANT TO ARTICLE 528 OF
THE CAPITAL COMPANIES ACT
10 CONSULTATIVE VOTE ON THE ANNUAL Mgmt For For
REMUNERATION REPORT
11 APPROVAL OF THE DIRECTORS' REMUNERATION Mgmt Against Against
POLICY OF THE COMPANY
12 APPROVAL OF A STOCK OPTION PLAN Mgmt Against Against
13 APPROVAL OF THE AWARD OF STOCK OPTIONS OVER Mgmt Against Against
COMPANY SHARES TO THE EXECUTIVE CHAIRMAN
AND CHIEF EXECUTIVE OFFICER
14 RENEWAL OF THE DELEGATION TO THE BOARD OF Mgmt For For
DIRECTORS, WITH FULL POWER OF SUBSTITUTION
IN ANY OF ITS MEMBERS, OF THE AUTHORITY TO
APPLY FOR THE LISTING OF THE COMPANY'S
ORDINARY CLASS A SHARES ON THE NASDAQ.
REVOCATION OF THE PREVIOUS DELEGATION OF
AUTHORITIES PASSED BY THE ORDINARY GENERAL
SHAREHOLDERS' MEETING OF 9 OCTOBER 2020
15 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt Against Against
CALL, IF NECESSARY, AN EXTRAORDINARY
GENERAL SHAREHOLDERS' MEETING OF THE
COMPANY WITH AT LEAST 15 DAYS IN ADVANCE,
IN ACCORDANCE WITH ARTICLE 515 OF THE
CAPITAL COMPANIES ACT
16 GRANTING OF AUTHORITIES TO FORMALIZE AND Mgmt For For
EXECUTE THE RESOLUTIONS PASSED BY THE
GENERAL SHAREHOLDERS' MEETING
--------------------------------------------------------------------------------------------------------------------------
JD.COM INC Agenda Number: 717291467
--------------------------------------------------------------------------------------------------------------------------
Security: G8208B101
Meeting Type: AGM
Meeting Date: 21-Jun-2023
Ticker:
ISIN: KYG8208B1014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting
PROXY FORM ARE AVAILABLE BY CLICKING ON THE
URL LINKS:
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2023/0522/2023052200590.pdf AND
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2023/0522/2023052200563.pdf
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 927392 DUE TO RECEIVED PAST
RECORD DATE FROM 19 JUN 2023 TO 19 MAY
2023. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL
NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU
1 THAT THE COMPANY'S SECOND AMENDED AND Mgmt For For
RESTATED MEMORANDUM OF ASSOCIATION AND
ARTICLES OF ASSOCIATION BE AMENDED AND
RESTATED BY THEIR DELETION IN THEIR
ENTIRETY AND BY THE SUBSTITUTION IN THEIR
PLACE OF THE THIRD AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION AND ARTICLES OF
ASSOCIATION IN THE FORM AS ATTACHED TO THE
AGM NOTICE AS EXHIBIT B
--------------------------------------------------------------------------------------------------------------------------
KERING SA Agenda Number: 716820508
--------------------------------------------------------------------------------------------------------------------------
Security: F5433L103
Meeting Type: MIX
Meeting Date: 27-Apr-2023
Ticker:
ISIN: FR0000121485
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting
DIRECTLY WITH A FRENCH CUSTODIAN, VOTING
INSTRUCTIONS WILL BE FORWARDED TO YOUR
GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE
GLOBAL CUSTODIAN AS THE REGISTERED
INTERMEDIARY WILL SIGN THE PROXY CARD AND
FORWARD TO THE LOCAL CUSTODIAN FOR
LODGMENT.
CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting
VOTING OPTION. FOR ANY ADDITIONAL
RESOLUTIONS RAISED AT THE MEETING THE
VOTING INSTRUCTION WILL DEFAULT TO
'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING
THE PROXY CARD, THE VOTING INSTRUCTION WILL
DEFAULT TO THE PREFERENCE OF YOUR
CUSTODIAN.
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED.
CMMT FOR SHAREHOLDERS HOLDING SHARES DIRECTLY Non-Voting
REGISTERED IN THEIR OWN NAME ON THE COMPANY
SHARE REGISTER, YOU SHOULD RECEIVE A PROXY
CARD/VOTING FORM DIRECTLY FROM THE ISSUER.
PLEASE SUBMIT YOUR VOTE DIRECTLY BACK TO
THE ISSUER VIA THE PROXY CARD/VOTING FORM,
DO NOT SUBMIT YOUR VOTE VIA BROADRIDGE
SYSTEMS/PLATFORMS OR YOUR INSTRUCTIONS MAY
BE REJECTED.
1 APPROVAL OF THE PARENT COMPANY FINANCIAL Mgmt For For
STATEMENTS FOR THE YEAR ENDED DECEMBER 31,
2022
2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE YEAR ENDED DECEMBER 31,
2022
3 APPROPRIATION OF NET INCOME FOR 2022 AND Mgmt For For
SETTING OF THE DIVIDEND
4 APPROVAL OF THE INFORMATION REFERRED TO IN Mgmt For For
ARTICLE L. 22-10-9, I OF THE FRENCH
COMMERCIAL CODE RELATING TO REMUNERATION
PAID DURING OR AWARDED FOR THE YEAR ENDED
DECEMBER 31, 2022 TO CORPORATE OFFICERS
5 APPROVAL OF THE FIXED, VARIABLE AND Mgmt Against Against
EXCEPTIONAL COMPONENTS OF TOTAL
REMUNERATION AND BENEFITS IN KIND PAID
DURING OR AWARDED FOR THE YEAR ENDED
DECEMBER 31, 2022 TO FRANCOIS-HENRI
PINAULT, CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
6 APPROVAL OF THE FIXED, VARIABLE AND Mgmt Against Against
EXCEPTIONAL COMPONENTS OF TOTAL
REMUNERATION AND BENEFITS IN KIND PAID
DURING OR AWARDED FOR THE YEAR ENDED
DECEMBER 31, 2022 TO JEAN-FRANCOIS PALUS,
GROUP MANAGING DIRECTOR
7 APPROVAL OF THE REMUNERATION POLICY FOR Mgmt Against Against
EXECUTIVE CORPORATE OFFICERS
8 APPROVAL OF THE REMUNERATION POLICY FOR Mgmt For For
DIRECTORS
9 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO Mgmt For For
PURCHASE, RETAIN AND TRANSFER THE COMPANY'S
SHARES
10 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO Mgmt For For
REDUCE THE SHARE CAPITAL BY CANCELING
TREASURY SHARES PURCHASED OR TO BE
PURCHASED AS PART OF A SHARE BUYBACK
PROGRAM
11 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt Abstain Against
DIRECTORS TO INCREASE THE SHARE CAPITAL
WITH SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION
RIGHTS
12 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE THE SHARE CAPITAL
THROUGH THE CAPITALIZATION OF RESERVES,
INCOME OR SHARE PREMIUMS
13 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt Abstain Against
DIRECTORS TO INCREASE THE SHARE CAPITAL VIA
A PUBLIC OFFERING (OTHER THAN OFFERINGS
REFFERED TO IN ARTICLE L. 411-2, 1 OF THE
FRENCH MONETARY AND FINANCIAL CODE) WITHOUT
PRE-EMPTIVE SUBSCRIPTION RIGHTS
14 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt Abstain Against
DIRECTORS TO INCREASE THE SHARE CAPITAL,
WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS, IN
FAVOR OF QUALIFIED INVESTORS OR A
RESTRICTED GROUP OF INVESTORS THROUGH A
PUBLIC OFFERING REFFERED TO IN ARTICLE L.
411-2, 1 OF THE FRENCH MONETARY AND
FINANCIAL CODE
15 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO Mgmt Abstain Against
SET THE ISSUE PRICE ACCORDING TO CERTAIN
TERMS, UP TO A LIMIT OF 5% OF THE SHARE
CAPITAL PER YEAR, AS PART OF A CAPITAL
INCREASE WITHOUT PRE-EMPTIVE SUBSCRIPTION
RIGHTS
16 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt Abstain Against
DIRECTORS TO INCREASE THE NUMBER OF
ORDINARY SHARES OR SECURITIES TO BE ISSUED
AS PART OF A SHARE CAPITAL INCREASE WITH OR
WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS UP
TO A LIMIT OF 15% OF THE INITIAL ISSUE
(OVER ALLOTMENT)
17 DELEGATION OF POWERS TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE THE SHARE CAPITAL AS
PAYMENT FOR TRANSFERS IN KIND MADE TO THE
COMPANY, UP TO A LIMIT OF 10% OF THE SHARE
CAPITAL
18 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO DECIDE TO INCREASE THE SHARE
CAPITAL BY ISSUING ORDINARY SHARES RESERVED
FOR EMPLOYEES, FORMER EMPLOYEES AND
ELIGIBLE CORPORATE OFFICERS WHO ARE MEMBERS
OF AN EMPLOYEE SAVINGS PLAN, WITHOUT
PRE-EMPTIVE SUBSCRIPTION RIGHTS
19 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO DECIDE TO INCREASE THE SHARE
CAPITAL BY ISSUING ORDINARY SHARES RESERVED
FOR NAMED CATEGORIES OF BENEFICIARIES, WITH
PRE-EMPTIVE SUBSCRIPTION RIGHT FOR
SHAREHOLDERS CANCELED IN THEIR FAVOR
20 POWERS FOR FORMALITIES Mgmt For For
CMMT 23 MAR 2023: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/telech
argements/BALO/pdf/2023/0322/202303222300625
.pdf AND PLEASE NOTE THAT THIS IS A REVISION
DUE TO ADDITION OF COMMENTS. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
CMMT 23 MAR 2023: PLEASE NOTE THAT IF YOU HOLD Non-Voting
CREST DEPOSITORY INTERESTS (CDIS) AND
PARTICIPATE AT THIS MEETING, YOU (OR YOUR
CREST SPONSORED MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIS WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIS WILL TYPICALLY BE
RELEASED FROM ESCROW AS SOON AS PRACTICABLE
ON RECORD DATE +1 DAY (OR ON MEETING DATE
+1 DAY IF NO RECORD DATE APPLIES) UNLESS
OTHERWISE SPECIFIED, AND ONLY AFTER THE
AGENT HAS CONFIRMED AVAILABILITY OF THE
POSITION. IN ORDER FOR A VOTE TO BE
ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT 23 MAR 2023: PLEASE NOTE SHARE BLOCKING Non-Voting
WILL APPLY FOR ANY VOTED POSITIONS SETTLING
THROUGH EUROCLEAR BANK.
--------------------------------------------------------------------------------------------------------------------------
KEYENCE CORPORATION Agenda Number: 717287355
--------------------------------------------------------------------------------------------------------------------------
Security: J32491102
Meeting Type: AGM
Meeting Date: 14-Jun-2023
Ticker:
ISIN: JP3236200006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1 Approve Appropriation of Surplus Mgmt For For
2.1 Appoint a Director Takizaki, Takemitsu Mgmt For For
2.2 Appoint a Director Nakata, Yu Mgmt For For
2.3 Appoint a Director Yamaguchi, Akiji Mgmt For For
2.4 Appoint a Director Yamamoto, Hiroaki Mgmt For For
2.5 Appoint a Director Nakano, Tetsuya Mgmt For For
2.6 Appoint a Director Yamamoto, Akinori Mgmt For For
2.7 Appoint a Director Taniguchi, Seiichi Mgmt For For
2.8 Appoint a Director Suenaga, Kumiko Mgmt For For
2.9 Appoint a Director Yoshioka, Michifumi Mgmt For For
3 Appoint a Corporate Auditor Komura, Mgmt For For
Koichiro
4 Appoint a Substitute Corporate Auditor Mgmt For For
Yamamoto, Masaharu
--------------------------------------------------------------------------------------------------------------------------
LVMH MOET HENNESSY LOUIS VUITTON SE Agenda Number: 716830698
--------------------------------------------------------------------------------------------------------------------------
Security: F58485115
Meeting Type: MIX
Meeting Date: 20-Apr-2023
Ticker:
ISIN: FR0000121014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting
DIRECTLY WITH A FRENCH CUSTODIAN, VOTING
INSTRUCTIONS WILL BE FORWARDED TO YOUR
GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE
GLOBAL CUSTODIAN AS THE REGISTERED
INTERMEDIARY WILL SIGN THE PROXY CARD AND
FORWARD TO THE LOCAL CUSTODIAN FOR LODGMENT
CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting
VOTING OPTION. FOR ANY ADDITIONAL
RESOLUTIONS RAISED AT THE MEETING THE
VOTING INSTRUCTION WILL DEFAULT TO
'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING
THE PROXY CARD, THE VOTING INSTRUCTION WILL
DEFAULT TO THE PREFERENCE OF YOUR CUSTODIAN
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED
CMMT FOR SHAREHOLDERS HOLDING SHARES DIRECTLY Non-Voting
REGISTERED IN THEIR OWN NAME ON THE COMPANY
SHARE REGISTER, YOU SHOULD RECEIVE A PROXY
CARD/VOTING FORM DIRECTLY FROM THE ISSUER.
PLEASE SUBMIT YOUR VOTE DIRECTLY BACK TO
THE ISSUER VIA THE PROXY CARD/VOTING FORM,
DO NOT SUBMIT YOUR VOTE VIA BROADRIDGE
SYSTEMS/PLATFORMS OR YOUR INSTRUCTIONS MAY
BE REJECTED
CMMT PLEASE NOTE SHARE BLOCKING WILL APPLY FOR Non-Voting
ANY VOTED POSITIONS SETTLING THROUGH
EUROCLEAR BANK
CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting
DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE
AT THIS MEETING, YOU (OR YOUR CREST
SPONSORED MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIS WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIS WILL TYPICALLY BE
RELEASED FROM ESCROW AS SOON AS PRACTICABLE
ON RECORD DATE +1 DAY (OR ON MEETING DATE
+1 DAY IF NO RECORD DATE APPLIES) UNLESS
OTHERWISE SPECIFIED, AND ONLY AFTER THE
AGENT HAS CONFIRMED AVAILABILITY OF THE
POSITION. IN ORDER FOR A VOTE TO BE
ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/telech
argements/BALO/pdf/2023/0313/202303132300500
.pdf
1 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2022
2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2022
3 ALLOCATION OF INCOME - SETTING OF THE Mgmt For For
DIVIDEND
4 APPROVAL OF REGULATED AGREEMENTS REFERRED Mgmt For For
TO IN ARTICLE L. 225-38 OF THE FRENCH
COMMERCIAL CODE
5 RENEWAL OF THE TERM OF OFFICE FOR MRS. Mgmt For For
DELPHINE ARNAULT AS DIRECTOR
6 RENEWAL OF THE TERM OF OFFICE FOR MR. Mgmt For For
ANTONIO BELLONI AS DIRECTOR
7 RENEWAL OF THE TERM OF OFFICE FOR MRS. Mgmt Against Against
MARIE-JOSEE KRAVIS AS DIRECTOR
8 RENEWAL OF THE TERM OF OFFICE FOR MRS. Mgmt For For
MARIE-LAURE SAUTY DE CHALON AS DIRECTOR
9 RENEWAL OF THE TERM OF OFFICE FOR MRS. Mgmt For For
NATACHA VALLA AS DIRECTOR
10 APPOINTMENT OF MR. LAURENT MIGNON AS Mgmt Against Against
DIRECTOR
11 RENEWAL OF THE TERM OF OFFICE FOR LORD Mgmt Against Against
POWELL OF BAYSWATER AS CENSOR
12 APPOINTMENT OF MR. DIEGO DELLA VALLE AS Mgmt Against Against
CENSOR
13 APPROVAL OF THE INFORMATION RELATING TO THE Mgmt Against Against
COMPENSATION OF CORPORATE OFFICERS, AS
REFERRED TO IN SECTION I OF ARTICLE
L.22-10-9 OF THE FRENCH COMMERCIAL CODE
14 APPROVAL OF THE COMPENSATION ELEMENTS PAID Mgmt Against Against
DURING THE FINANCIAL YEAR 2022 OR ALLOCATED
FOR THE SAME FINANCIAL YEAR TO MR. BERNARD
ARNAULT, CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
15 APPROVAL OF THE COMPENSATION ELEMENTS PAID Mgmt Against Against
DURING FINANCIAL YEAR 2022 OR ALLOCATED FOR
THE SAME FINANCIAL YEAR TO MR. ANTONIO
BELLONI, DEPUTY CHIEF EXECUTIVE OFFICER
16 APPROVAL OF THE COMPENSATION POLICY FOR Mgmt For For
DIRECTORS
17 APPROVAL OF THE COMPENSATION POLICY FOR THE Mgmt Against Against
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
18 APPROVAL OF THE COMPENSATION POLICY FOR THE Mgmt Against Against
DEPUTY CHIEF EXECUTIVE OFFICER
19 AUTHORIZATION TO BE GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS, FOR A PERIOD OF 18 MONTHS, TO
TRADE IN THE COMPANY'S SHARES AT A MAXIMUM
PURCHASE PRICE OF 1,200 EUROS PER SHARE,
FOR A MAXIMUM CUMULATIVE AMOUNT OF 60.4
BILLION EUROS
20 AUTHORIZATION TO BE GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS, FOR A PERIOD OF 18 MONTHS, TO
REDUCE THE SHARE CAPITAL BY CANCELLING
SHARES HELD BY THE COMPANY FOLLOWING THE
REPURCHASE OF ITS OWN SHARES
21 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS, FOR A PERIOD OF
TWENTY-SIX MONTHS, TO INCREASE THE CAPITAL
BY INCORPORATION OF PROFITS, RESERVES,
PREMIUMS OR OTHERS
22 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS, FOR A PERIOD OF
TWENTY-SIX MONTHS, TO ISSUE COMMON SHARES,
AND/OR EQUITY SECURITIES GRANTING ACCESS TO
OTHER EQUITY SECURITIES OR GRANTING
ENTITLEMENT TO THE ALLOCATION OF DEBT
SECURITIES, AND/OR TRANSFERABLE SECURITIES
GRANTING ACCESS TO EQUITY SECURITIES TO BE
ISSUED WITH RETENTION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT
23 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt Against Against
THE BOARD OF DIRECTORS, FOR A PERIOD OF
TWENTY-SIX MONTHS, TO ISSUE BY PUBLIC
OFFERING (OTHER THAN THOSE REFERRED TO IN
SECTION 1 OF ARTICLE L. 411-2 OF THE FRENCH
MONETARY AND FINANCIAL CODE), COMMON
SHARES, AND/OR EQUITY SECURITIES GRANTING
ACCESS TO OTHER EQUITY SECURITIES OR
GRANTING ENTITLEMENT TO THE ALLOCATION OF
DEBT SECURITIES, AND/OR TRANSFERABLE
SECURITIES GRANTING ACCESS TO EQUITY
SECURITIES TO BE ISSUED, WITH CANCELLATION
OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT WITH
THE OPTION OF A PRIORITY RIGHT
24 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt Against Against
BOARD OF DIRECTORS, FOR A PERIOD OF
TWENTY-SIX MONTHS, TO ISSUE COMMON SHARES,
AND/OR EQUITY SECURITIES GRANTING ACCESS TO
OTHER EQUITY SECURITIES OR GRANTING
ENTITLEMENT TO THE ALLOCATION OF DEBT
SECURITIES, AND/OR TRANSFERABLE SECURITIES
GRANTING ACCESS TO EQUITY SECURITIES TO BE
ISSUED, WITH CANCELLATION OF THE
PRE-EMPTIVE SUBSCRIPTION RIGHT, FOR THE
BENEFIT OF QUALIFIED INVESTORS OR A LIMITED
CIRCLE OF INVESTORS
25 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt Against Against
THE BOARD OF DIRECTORS, FOR A PERIOD OF
TWENTY-SIX MONTHS, TO INCREASE THE NUMBER
OF SECURITIES TO BE ISSUED IN THE EVENT OF
A CAPITAL INCREASE WITH RETENTION OR
CANCELLATION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT IN THE
CONTEXT OF OVER-ALLOTMENT OPTIONS IN CASE
OF OVERSUBSCRIPTION OF THE NUMBER OF
SECURITIES OFFERED
26 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt Against Against
BOARD OF DIRECTORS, FOR A PERIOD OF
TWENTY-SIX MONTHS, TO ISSUE SHARES AND/OR
EQUITY SECURITIES GRANTING ACCESS TO OTHER
EQUITY SECURITIES OR TO THE ALLOCATION OF
DEBT SECURITIES AS COMPENSATION FOR
SECURITIES BROUGHT INTO ANY PUBLIC EXCHANGE
OFFER INITIATED BY THE COMPANY
27 DELEGATION OF POWERS GRANTED TO THE BOARD Mgmt Against Against
OF DIRECTORS, FOR A PERIOD OF TWENTY-SIX
MONTHS, TO ISSUE, WITHIN THE LIMIT OF 10%
OF THE SHARE CAPITAL, COMMON SHARES OR
EQUITY SECURITIES GRANTING ACCESS TO OTHER
EQUITY SECURITIES OF THE COMPANY OR
GRANTING ENTITLEMENT TO THE ALLOCATION OF
DEBT SECURITIES AS COMPENSATION FOR
CONTRIBUTIONS IN KIND OF EQUITY SECURITIES
OR TRANSFERABLE SECURITIES GRANTING ACCESS
TO THE CAPITAL, GRANTED TO THE COMPANY
28 AUTHORIZATION TO BE GRANTED TO THE BOARD OF Mgmt Against Against
DIRECTORS, FOR A PERIOD OF TWENTY-SIX
MONTHS, TO GRANT SHARE SUBSCRIPTION OPTIONS
WITH CANCELLATION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT, OR SHARE
PURCHASE OPTIONS TO EMPLOYEES AND/OR
EXECUTIVE CORPORATE OFFICERS OF THE COMPANY
AND RELATED ENTITIES, WITHIN THE LIMIT OF
1% OF THE CAPITAL
29 DELEGATION OF AUTHORITY TO GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS, FOR A PERIOD OF
TWENTY-SIX MONTHS, TO ISSUE SHARES AND/OR
TRANSFERABLE SECURITIES GRANTING ACCESS TO
THE COMPANY'S CAPITAL, WITH CANCELLATION OF
SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION
RIGHT, FOR THE BENEFIT OF MEMBERS OF THE
GROUP'S COMPANY SAVINGS PLAN(S), WITHIN THE
LIMIT OF 1% OF THE SHARE CAPITAL
30 SETTING OF THE OVERALL CEILING FOR Mgmt For For
IMMEDIATE OR FUTURE CAPITAL INCREASES
DECIDED IN ACCORDANCE WITH DELEGATIONS OF
AUTHORITY
--------------------------------------------------------------------------------------------------------------------------
MEITUAN Agenda Number: 717379209
--------------------------------------------------------------------------------------------------------------------------
Security: G59669104
Meeting Type: AGM
Meeting Date: 30-Jun-2023
Ticker:
ISIN: KYG596691041
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting
PROXY FORM ARE AVAILABLE BY CLICKING ON THE
URL LINKS:
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2023/0607/2023060700298.pdf AND
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2023/0607/2023060700321.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL
RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION
ON THIS MEETING
1 TO RECEIVE AND ADOPT THE AUDITED Mgmt For For
CONSOLIDATED FINANCIAL STATEMENTS OF THE
COMPANY FOR THE YEAR ENDED DECEMBER 31,
2022 AND THE REPORTS OF THE DIRECTORS AND
INDEPENDENT AUDITOR OF THE COMPANY THEREON
2 TO ELECT MS. MARJORIE MUN TAK YANG AS AN Mgmt For For
INDEPENDENT NON-EXECUTIVE DIRECTOR
3 TO RE-ELECT MR. WANG HUIWEN AS A Mgmt For For
NON-EXECUTIVE DIRECTOR
4 TO RE-ELECT MR. ORR GORDON ROBERT Mgmt Against Against
HALYBURTON AS AN INDEPENDENT NON-EXECUTIVE
DIRECTOR
5 TO RE-ELECT MR. LENG XUESONG AS AN Mgmt Against Against
INDEPENDENT NON-EXECUTIVE DIRECTOR
6 TO AUTHORIZE THE BOARD TO FIX THE Mgmt For For
REMUNERATION OF THE DIRECTORS
7 TO GRANT A GENERAL MANDATE TO THE Mgmt Against Against
DIRECTORS, EXERCISABLE ON THEIR BEHALF BY
MR. WANG XING, TO ISSUE, ALLOT AND DEAL
WITH ADDITIONAL CLASS B SHARES OF THE
COMPANY NOT EXCEEDING 10% OF THE TOTAL
NUMBER OF ISSUED SHARES OF THE COMPANY AS
AT THE DATE OF PASSING OF THIS RESOLUTION
8 TO GRANT A GENERAL MANDATE TO THE Mgmt For For
DIRECTORS, EXERCISABLE ON THEIR BEHALF BY
MR. WANG XING, TO REPURCHASE SHARES OF THE
COMPANY NOT EXCEEDING 10% OF THE TOTAL
NUMBER OF ISSUED SHARES OF THE COMPANY AS
AT THE DATE OF PASSING OF THIS RESOLUTION
9 TO RE-APPOINT PRICEWATERHOUSECOOPERS AS Mgmt For For
AUDITOR OF THE COMPANY TO HOLD OFFICE UNTIL
THE CONCLUSION OF THE NEXT ANNUAL GENERAL
MEETING OF THE COMPANY AND TO AUTHORIZE THE
BOARD TO FIX THEIR REMUNERATION FOR THE
YEAR ENDING DECEMBER 31, 2023
10 TO APPROVE THE PROPOSED AMENDMENTS TO THE Mgmt For For
POST-IPO SHARE OPTION SCHEME AND THE
ANCILLARY AUTHORIZATION TO THE BOARD
11 TO APPROVE THE PROPOSED AMENDMENTS TO THE Mgmt For For
POST-IPO SHARE AWARD SCHEME AND THE
ANCILLARY AUTHORIZATION TO THE BOARD
12 TO APPROVE THE SCHEME LIMIT Mgmt For For
13 TO APPROVE THE SERVICE PROVIDER SUBLIMIT Mgmt For For
14 TO APPROVE THE ISSUE OF 9,686 CLASS B Mgmt For For
SHARES TO MR. ORR GORDON ROBERT HALYBURTON
UPON VESTING OF HIS RSUS PURSUANT TO THE
TERMS OF THE POST-IPO SHARE AWARD SCHEME
AND TO AUTHORISE ANY ONE DIRECTOR TO ALLOT
AND ISSUE SUCH CLASS B SHARES AND DO ALL
THINGS AND SIGN ALL DOCUMENTS, WHICH IN HIS
OPINION MAY BE NECESSARY, DESIRABLE OR
EXPEDIENT FOR THE PURPOSE OF GIVING EFFECT
TO AND/OR TO IMPLEMENT THE TRANSACTIONS
CONTEMPLATED IN THIS RESOLUTION
15 TO APPROVE THE ISSUE OF 9,686 CLASS B Mgmt For For
SHARES TO MR. LENG XUESONG UPON VESTING OF
HIS RSUS PURSUANT TO THE TERMS OF THE
POST-IPO SHARE AWARD SCHEME AND TO
AUTHORISE ANY ONE DIRECTOR TO ALLOT AND
ISSUE SUCH CLASS B SHARES AND DO ALL THINGS
AND SIGN ALL DOCUMENTS, WHICH IN HIS
OPINION MAY BE NECESSARY, DESIRABLE OR
EXPEDIENT FOR THE PURPOSE OF GIVING EFFECT
TO AND/OR TO IMPLEMENT THE TRANSACTIONS
CONTEMPLATED IN THIS RESOLUTION
16 TO APPROVE THE ISSUE OF 9,686 CLASS B Mgmt For For
SHARES TO DR. SHUM HEUNG YEUNG HARRY UPON
VESTING OF HIS RSUS PURSUANT TO THE
POST-IPO SHARE AWARD SCHEME AND TO
AUTHORISE ANY ONE DIRECTOR TO ALLOT AND
ISSUE SUCH CLASS B SHARES AND DO ALL THINGS
AND SIGN ALL DOCUMENTS, WHICH IN HIS
OPINION MAY BE NECESSARY, DESIRABLE OR
EXPEDIENT FOR THE PURPOSE OF GIVING EFFECT
TO AND/OR TO IMPLEMENT THE TRANSACTIONS
CONTEMPLATED IN THIS RESOLUTION
S.1 TO APPROVE THE PROPOSED AMENDMENTS TO THE Mgmt For For
EXISTING ARTICLES OF ASSOCIATION OF THE
COMPANY AND TO ADOPT THE SEVENTH AMENDED
AND RESTATED MEMORANDUM OF ASSOCIATION AND
ARTICLES OF ASSOCIATION OF THE COMPANY AND
THE ANCILLARY AUTHORIZATION TO THE
DIRECTORS AND COMPANY SECRETARY OF THE
COMPANY
--------------------------------------------------------------------------------------------------------------------------
MERCADOLIBRE, INC. Agenda Number: 935843765
--------------------------------------------------------------------------------------------------------------------------
Security: 58733R102
Meeting Type: Annual
Meeting Date: 07-Jun-2023
Ticker: MELI
ISIN: US58733R1023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Susan Segal Mgmt For For
Mario Eduardo Vazquez Mgmt For For
Alejandro N. Aguzin Mgmt For For
2. To approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers for fiscal year 2022.
3. To approve, on an advisory basis, the Mgmt 1 Year For
frequency of holding an advisory vote on
executive compensation.
4. To ratify the appointment of Pistrelli, Mgmt For For
Henry Martin y Asociados S.R.L., a member
firm of Ernst & Young Global Limited, as
our independent registered public
accounting firm for the fiscal year ending
December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
NORDIC SEMICONDUCTOR ASA Agenda Number: 716819656
--------------------------------------------------------------------------------------------------------------------------
Security: R4988P103
Meeting Type: AGM
Meeting Date: 20-Apr-2023
Ticker:
ISIN: NO0003055501
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 OPENING OF THE SHAREHOLDER MEETING Non-Voting
2 ELECTION OF MEETING CHAIR AND INDIVIDUAL TO Mgmt No vote
SIGN THE MINUTES
3 APPROVAL OF INVITATION AND THE AGENDA Mgmt No vote
4 APPROVAL OF ANNUAL FINANCIAL STATEMENTS AND Mgmt No vote
THE BOARDS REPORT, INCLUDING CONSOLIDATED
ACCOUNTS AND YEAR-END ALLOCATIONS, FOR 2022
5 CONSIDERATION OF THE BOARD OF DIRECTORS Non-Voting
REPORT ON CORPORATE GOVERNANCE
6 POWER OF ATTORNEY FOR PURCHASE OF THE Mgmt No vote
COMPANY'S OWN SHARES
7.A POWER OF ATTORNEY TO THE BOARD TO ISSUE NEW Mgmt No vote
SHARES
7.B TAKE UP CONVERTIBLE LOANS Mgmt No vote
8.A ELECTION OF MEMBERS TO SERVE ON THE BOARD Mgmt No vote
OF DIRECTORS CHAIR BIRGER KRISTIAN STEEN
(RE ELECTION)
8.B BOARD MEMBER INGER BERG ORSTAVIK (RE Mgmt No vote
ELECTION)
8.C BOARD MEMBER ANITA HUUN (RE ELECTION) Mgmt No vote
8.D BOARD MEMBER JAN FRYKHAMMAR (RE ELECTION) Mgmt No vote
8.E BOARD MEMBER SNORRE KJESBU (NEW) Mgmt No vote
8.F BOARD MEMBER NIELS ANDERSKOUV (NEW) Mgmt No vote
8.G BOARD MEMBER ANNASTIINA HINTSA (RE Mgmt No vote
ELECTION)
9.A ELECTION OF MEMBERS TO SERVE ON THE Mgmt No vote
NOMINATION COMMITTEE CHAIR VIGGO LEISNER
(RE ELECTION)
9.B MEMBER EIVIND LOTSBERG (RE ELECTION) Mgmt No vote
9.C MEMBER FREDRIK THORESEN (RE ELECTION) Mgmt No vote
10.A APPROVAL OF COMPENSATION TO THE BOARD Mgmt No vote
10.B APPROVAL OF COMPENSATION TO THE NOMINATION Mgmt No vote
COMMITTEE
10.C APPROVAL OF COMPENSATION TO THE AUDITOR Mgmt No vote
11 ADVISORY VOTE ON THE BOARD OF DIRECTORS Mgmt No vote
REMUNERATION REPORT 2022
12.1 APPROVAL OF THE BOARD OF DIRECTORS Mgmt No vote
GUIDELINES AND POLICY FOR REMUNERATION OF
SENIOR EXECUTIVES
12.2 ADVISORY VOTE OF THE LONG-TERM EQUITY Mgmt No vote
LINKED INCENTIVE PLAN FOR ALL EMPLOYEES
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED
CMMT TO VOTE SHARES HELD IN AN OMNIBUS/NOMINEE Non-Voting
ACCOUNT IN THE LOCAL MARKET, THE LOCAL
CUSTODIAN WILL TEMPORARILY TRANSFER VOTED
SHARES TO A SEPARATE ACCOUNT IN THE
BENEFICIAL OWNER'S NAME ON THE PROXY VOTING
DEADLINE AND TRANSFER BACK TO THE
OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE
MEETING DATE
CMMT IF YOUR CUSTODIAN DOES NOT HAVE A POWER OF Non-Voting
ATTORNEY (POA) IN PLACE, AN INDIVIDUAL
BENEFICIAL OWNER SIGNED POA MAY BE REQUIRED
CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
ACCOUNTS WITH MULTIPLE BENEFICIAL OWNERS
WILL REQUIRE DISCLOSURE OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION
CMMT 23 MAR 2023: PLEASE NOTE THAT IF YOU HOLD Non-Voting
CREST DEPOSITORY INTERESTS (CDIS) AND
PARTICIPATE AT THIS MEETING, YOU (OR YOUR
CREST SPONSORED MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIS WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIS WILL TYPICALLY BE
RELEASED FROM ESCROW AS SOON AS PRACTICABLE
ON RECORD DATE +1 DAY (OR ON MEETING DATE
+1 DAY IF NO RECORD DATE APPLIES) UNLESS
OTHERWISE SPECIFIED, AND ONLY AFTER THE
AGENT HAS CONFIRMED AVAILABILITY OF THE
POSITION. IN ORDER FOR A VOTE TO BE
ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT 23 MAR 2023: PLEASE NOTE SHARE BLOCKING Non-Voting
WILL APPLY FOR ANY VOTED POSITIONS SETTLING
THROUGH EUROCLEAR BANK.
CMMT 23 MAR 2023: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENTS. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT VOTE AGAIN UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
PROSUS N.V. Agenda Number: 715831954
--------------------------------------------------------------------------------------------------------------------------
Security: N7163R103
Meeting Type: AGM
Meeting Date: 24-Aug-2022
Ticker:
ISIN: NL0013654783
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO BENEFICIAL OWNER DETAILS ARE
PROVIDED, YOUR INSTRUCTIONS MAY BE
REJECTED.
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED.
1. RECEIVE REPORT OF MANAGEMENT BOARD Non-Voting
2. APPROVE REMUNERATION REPORT Mgmt Against Against
3. ADOPT FINANCIAL STATEMENTS Mgmt For For
4. APPROVE ALLOCATION OF INCOME Mgmt For For
5. APPROVE DISCHARGE OF EXECUTIVE DIRECTORS Mgmt For For
6. APPROVE DISCHARGE OF NON-EXECUTIVE Mgmt For For
DIRECTORS
7. APPROVE REMUNERATION POLICY FOR EXECUTIVE Mgmt Against Against
AND NON-EXECUTIVE DIRECTORS
8. ELECT SHARMISTHA DUBEY AS NON-EXECUTIVE Mgmt For For
DIRECTOR
9.1. REELECT JP BEKKER AS NON-EXECUTIVE DIRECTOR Mgmt For For
9.2. REELECT D MEYER AS NON-EXECUTIVE DIRECTOR Mgmt For For
9.3. REELECT SJZ PACAK AS NON-EXECUTIVE DIRECTOR Mgmt For For
9.4. REELECT JDT STOFBERG AS NON-EXECUTIVE Mgmt For For
DIRECTOR
10. RATIFY DELOITTE ACCOUNTANTS B.V. AS Mgmt For For
AUDITORS
11. GRANT BOARD AUTHORITY TO ISSUE SHARES UP TO Mgmt For For
10 PERCENT OF ISSUED CAPITAL AND
RESTRICT/EXCLUDE PREEMPTIVE RIGHTS
12. AUTHORIZE REPURCHASE OF SHARES Mgmt Against Against
13. APPROVE REDUCTION IN SHARE CAPITAL THROUGH Mgmt For For
CANCELLATION OF SHARES
14. DISCUSS VOTING RESULTS Non-Voting
15. CLOSE MEETING Non-Voting
CMMT 12 JUL 2022: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO MODIFICATION OF THE TEXT OF
RESOLUTION 1 AND CHANGE IN NUMBERING OF
RESOLUTIONS AND ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
CMMT 12 JUL 2022: INTERMEDIARY CLIENTS ONLY - Non-Voting
PLEASE NOTE THAT IF YOU ARE CLASSIFIED AS
AN INTERMEDIARY CLIENT UNDER THE
SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD
BE PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
--------------------------------------------------------------------------------------------------------------------------
PRYSMIAN S.P.A. Agenda Number: 716782671
--------------------------------------------------------------------------------------------------------------------------
Security: T7630L105
Meeting Type: MIX
Meeting Date: 19-Apr-2023
Ticker:
ISIN: IT0004176001
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO BENEFICIAL OWNER DETAILS ARE
PROVIDED, YOUR INSTRUCTIONS MAY BE
REJECTED.
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED.
0010 TO APPROVE THE COMPANY'S BALANCE SHEET AS Mgmt For For
PER 31 DECEMBER 2022, TOGETHER WITH BOARD
OF DIRECTORS', INTERNAL AUDITORS' AND
EXTERNAL AUDITORS' REPORTS. TO SUBMIT THE
INTEGRATED ANNUAL REPORT COMPREHENSIVE THE
CONSOLIDATED BALANCE SHEET AS PER 31
DECEMBER 2022 AND OF A CONSOLIDATED
NON-FINANCIAL DECLARATION FOR 2022
0020 TO ALLOCATE THE NET INCOME OF THE FINANCIAL Mgmt For For
YEAR AND DIVIDEND DISTRIBUTION
0030 TO GRANT THE BOARD OF DIRECTORS THE Mgmt For For
AUTHORIZATION TO PURCHASE AND DISPOSE OF
OWN SHARES AS PER ARTICLES 2357 AND
2357-TER OF THE ITALIAN CIVIL CODE;
SIMULTANEOUS REVOCATION OF THE
SHAREHOLDERS' RESOLUTION OF MEETING HELD ON
12 APRIL 2022 RELATING TO THE AUTHORISATION
TO PURCHASE AND DISPOSE OF OWN SHARES;
RELATED AND CONSEQUENTIAL RESOLUTIONS
0040 INCENTIVE PLAN: RESOLUTIONS AS PER ARTICLE Mgmt For For
114-BIS OF LEGISLATIVE DECREE 58/98
0050 TO APPOINT THE REWARDING REPORT OF THE Mgmt For For
COMPANY
0060 ADVISORY VOTE FOR EMOLUMENTS CORRESPONDED Mgmt For For
DURING 2022
0070 PROPOSE TO INCREASE THE COMPANY STOCK Mgmt For For
CAPITAL FREE OF PAYMENTS AT THE SERVICE OF
AN INCENTIVE PLAN SUBMITTED FOR APPROVAL BY
TODAY'S ORDINARY SHAREHOLDERS' MEETING, FOR
A MAXIMUM NOMINAL AMOUNT OF EUR 950,000.00,
BY ASSIGNMENT AS PER ART. 2349 OF THE CIVIL
CODE, OF A CORRESPONDING AMOUNT TAKEN FROM
PROFITS OR FROM PROFIT RESERVES, WITH THE
ISSUE OF NO MORE THAN 9,500,000 ORDINARY
SHARES FROM NOMINAL EUR 0.10 EACH.
SIMULTANEOUS MODIFICATION OF ARTICLE 6 OF
THE ARTICLES OF ASSOCIATION. RELATED AND
CONSEQUENT RESOLUTIONS
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
--------------------------------------------------------------------------------------------------------------------------
RHEINMETALL AG Agenda Number: 716843746
--------------------------------------------------------------------------------------------------------------------------
Security: D65111102
Meeting Type: OGM
Meeting Date: 09-May-2023
Ticker:
ISIN: DE0007030009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN. IF
NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED.
1 RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting
REPORTS FOR FISCAL YEAR 2022
2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF EUR 4.30 PER SHARE
3 APPROVE DISCHARGE OF MANAGEMENT BOARD FOR Mgmt For For
FISCAL YEAR 2022
4 APPROVE DISCHARGE OF SUPERVISORY BOARD FOR Mgmt For For
FISCAL YEAR 2022
5 RATIFY DELOITTE GMBH AS AUDITORS FOR FISCAL Mgmt For For
YEAR 2023
6 APPROVE REMUNERATION REPORT Mgmt For For
7 APPROVE VIRTUAL-ONLY SHAREHOLDER MEETINGS Mgmt For For
UNTIL 2025
8 AMEND ARTICLES RE: PARTICIPATION OF Mgmt For For
SUPERVISORY BOARD MEMBERS IN THE ANNUAL
GENERAL MEETING BY MEANS OF AUDIO AND VIDEO
TRANSMISSION
CMMT FROM 10TH FEBRUARY, BROADRIDGE WILL CODE Non-Voting
ALL AGENDAS FOR GERMAN MEETINGS IN ENGLISH
ONLY. IF YOU WISH TO SEE THE AGENDA IN
GERMAN, THIS WILL BE MADE AVAILABLE AS A
LINK UNDER THE 'MATERIAL URL' DROPDOWN AT
THE TOP OF THE BALLOT. THE GERMAN AGENDAS
FOR ANY EXISTING OR PAST MEETINGS WILL
REMAIN IN PLACE. FOR FURTHER INFORMATION,
PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
CMMT ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WPHG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL
CMMT INFORMATION ON COUNTER PROPOSALS CAN BE Non-Voting
FOUND DIRECTLY ON THE ISSUER'S WEBSITE
(PLEASE REFER TO THE MATERIAL URL SECTION
OF THE APPLICATION). IF YOU WISH TO ACT ON
THESE ITEMS, YOU WILL NEED TO REQUEST A
MEETING ATTEND AND VOTE YOUR SHARES
DIRECTLY AT THE COMPANY'S MEETING. COUNTER
PROPOSALS CANNOT BE REFLECTED ON THE BALLOT
ON PROXYEDGE
--------------------------------------------------------------------------------------------------------------------------
SAFRAN SA Agenda Number: 717144151
--------------------------------------------------------------------------------------------------------------------------
Security: F4035A557
Meeting Type: MIX
Meeting Date: 25-May-2023
Ticker:
ISIN: FR0000073272
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting
DIRECTLY WITH A FRENCH CUSTODIAN, VOTING
INSTRUCTIONS WILL BE FORWARDED TO YOUR
GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE
GLOBAL CUSTODIAN AS THE REGISTERED
INTERMEDIARY WILL SIGN THE PROXY CARD AND
FORWARD TO THE LOCAL CUSTODIAN FOR LODGMENT
CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting
VOTING OPTION. FOR ANY ADDITIONAL
RESOLUTIONS RAISED AT THE MEETING THE
VOTING INSTRUCTION WILL DEFAULT TO
'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING
THE PROXY CARD, THE VOTING INSTRUCTION WILL
DEFAULT TO THE PREFERENCE OF YOUR CUSTODIAN
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED
CMMT FOR SHAREHOLDERS HOLDING SHARES DIRECTLY Non-Voting
REGISTERED IN THEIR OWN NAME ON THE COMPANY
SHARE REGISTER, YOU SHOULD RECEIVE A PROXY
CARD/VOTING FORM DIRECTLY FROM THE ISSUER.
PLEASE SUBMIT YOUR VOTE DIRECTLY BACK TO
THE ISSUER VIA THE PROXY CARD/VOTING FORM,
DO NOT SUBMIT YOUR VOTE VIA BROADRIDGE
SYSTEMS/PLATFORMS OR YOUR INSTRUCTIONS MAY
BE REJECTED
CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting
DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE
AT THIS MEETING, YOU (OR YOUR CREST
SPONSORED MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIS WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIS WILL TYPICALLY BE
RELEASED FROM ESCROW AS SOON AS PRACTICABLE
ON RECORD DATE +1 DAY (OR ON MEETING DATE
+1 DAY IF NO RECORD DATE APPLIES) UNLESS
OTHERWISE SPECIFIED, AND ONLY AFTER THE
AGENT HAS CONFIRMED AVAILABILITY OF THE
POSITION. IN ORDER FOR A VOTE TO BE
ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT PLEASE NOTE SHARE BLOCKING WILL APPLY FOR Non-Voting
ANY VOTED POSITIONS SETTLING THROUGH
EUROCLEAR BANK
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/telech
argements/BALO/pdf/2023/0329/202303292300694
.pdf
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
1 APPROVAL OF THE PARENT COMPANY FINANCIAL Mgmt For For
STATEMENTS FOR THE YEAR ENDED DECEMBER 31,
2022
2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE YEAR ENDED DECEMBER 31,
2022
3 APPROPRIATION OF PROFIT FOR THE YEAR AND Mgmt For For
APPROVAL OF THE RECOMMENDED DIVIDEND
4 APPROVAL OF A RELATED-PARTY AGREEMENT Mgmt For For
GOVERNED BY ARTICLE L.225-38 OF THE FRENCH
COMMERCIAL CODE ENTERED INTO WITH AIRBUS
SE, TIKEHAU ACE CAPITAL, AD HOLDING AND THE
FRENCH STATE, AND OF THE STATUTORY AUDITORS
SPECIAL REPORT ON RELATED-PARTY AGREEMENTS
GOVERNED BY ARTICLES L.225-38 ET SEQ. OF
THE FRENCH COMMERCIAL CODE
5 RATIFICATION OF THE APPOINTMENT OF Mgmt For For
ALEXANDRE LAHOUSSE AS A DIRECTOR PUT
FORWARD BY THE FRENCH STATE
6 RATIFICATION OF THE APPOINTMENT OF ROBERT Mgmt For For
PEUGEOT AS A DIRECTOR
7 RE-APPOINTMENT OF ROSS MC INNES AS A Mgmt For For
DIRECTOR
8 RE-APPOINTMENT OF OLIVIER ANDRIES AS A Mgmt For For
DIRECTOR
9 APPOINTMENT OF FABRICE BREGIER AS AN Mgmt For For
INDEPENDENT DIRECTOR
10 RE-APPOINTMENT OF LAURENT GUILLOT AS AN Mgmt For For
INDEPENDENT DIRECTOR
11 RE-APPOINTMENT OF ALEXANDRE LAHOUSSE AS A Mgmt For For
DIRECTOR PUT FORWARD BY THE FRENCH STATE
12 APPROVAL OF THE FIXED, VARIABLE AND Mgmt For For
EXCEPTIONAL COMPONENTS OF THE TOTAL
COMPENSATION AND BENEFITS PAID DURING OR
AWARDED FOR 2022 TO THE CHAIRMAN OF THE
BOARD OF DIRECTORS
13 APPROVAL OF THE FIXED, VARIABLE AND Mgmt For For
EXCEPTIONAL COMPONENTS OF THE TOTAL
COMPENSATION AND BENEFITS PAID DURING OR
AWARDED FOR 2022 TO THE CHIEF EXECUTIVE
OFFICER
14 APPROVAL OF THE DISCLOSURES REQUIRED UNDER Mgmt For For
ARTICLE L.22-10-9 I OF THE FRENCH
COMMERCIAL CODE CONCERNING THE COMPENSATION
OF CORPORATE OFFICERS FOR 2022
15 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO THE CHAIRMAN OF THE BOARD OF
DIRECTORS FOR 2023
16 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO THE CHIEF EXECUTIVE OFFICER
FOR 2023
17 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO THE DIRECTORS FOR 2023
18 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO Mgmt For For
CARRY OUT A SHARE BUYBACK PROGRAM
19 AUTHORIZATION TO INCREASE THE COMPANY'S Mgmt For For
CAPITAL BY ISSUING SHARES AND/OR SECURITIES
CARRYING RIGHTS TO SHARES, WITH PRE-EMPTIVE
SUBSCRIPTION RIGHTS, WHICH MAY NOT BE USED
DURING, OR IN THE RUN-UP TO, A PUBLIC
OFFER, AND BLANKET CEILING FOR CAPITAL
INCREASES WITH OR WITHOUT PRE-EMPTIVE
SUBSCRIPTION RIGHTS
20 AUTHORIZATION TO INCREASE THE COMPANY'S Mgmt For For
CAPITAL BY ISSUING SHARES AND/OR SECURITIES
CARRYING RIGHTS TO SHARES, WITHOUT
PRE-EMPTIVE SUBSCRIPTION RIGHTS, BY WAY OF
A PUBLIC OFFER OTHER THAN OFFERS GOVERNED
BY ARTICLE L.411-2, 1N OF THE MON. AND FIN.
CODE, WHICH MAY NOT BE USED DURING, OR IN
THE RUN-UP TO, A PUBLIC OFFER
21 AUTHORIZATION TO ISSUE SHARES AND/OR Mgmt For For
SECURITIES CARRYING RIGHTS TO SHARES OF THE
COMPANY, WITHOUT PRE-EMPTIVE SUBSCRIPTION
RIGHTS, IN THE EVENT OF A PUBLIC EXCHANGE
OFFER INITIATED BY THE COMPANY, WHICH MAY
NOT BE USED DURING, OR IN THE RUN-UP TO, A
PUBLIC OFFER
22 AUTHORIZATION TO INCREASE THE COMPANY'S Mgmt For For
CAPITAL BY ISSUING SHARES AND/OR SECURITIES
CARRYING RIGHTS TO SHARES OF THE COMPANY,
WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS,
THROUGH AN OFFER GOVERNED BY ARTICLE
L.411-2, 1N OF THE MON. AND FIN. CODE,
WHICH MAY NOT BE USED DURING, OR IN THE
RUN-UP TO, A PUBLIC OFFER
23 AUTHORIZATION TO INCREASE THE NUMBER OF Mgmt For For
SECURITIES INCLUDED IN AN ISSUE CARRIED OUT
WITH OR WITHOUT PRE-EMPTIVE SUBSCRIPTION
RIGHTS (PURSUANT TO THE 19TH, 20TH, 21ST OR
22ND RESOLUTIONS), WHICH MAY NOT BE USED
DURING, OR IN THE RUN-UP TO, A PUBLIC OFFER
24 AUTHORIZATION TO INCREASE THE COMPANY'S Mgmt For For
CAPITAL BY CAPITALIZING RESERVES, RETAINED
EARNINGS, PROFITS OR ADDITIONAL PAID-IN
CAPITAL, WHICH MAY NOT BE USED DURING, OR
IN THE RUN-UP TO, A PUBLIC OFFER
25 AUTHORIZATION TO INCREASE THE COMPANY'S Mgmt For For
CAPITAL BY ISSUING SHARES TO EMPLOYEES WHO
ARE MEMBERS OF A GROUP EMPLOYEE SAVINGS
PLAN, WITHOUT PRE-EMPTIVE SUBSCRIPTION
RIGHTS
26 AUTHORIZATION TO REDUCE THE COMPANY'S Mgmt For For
CAPITAL BY CANCELING TREASURY SHARES
27 AUTHORIZATION TO GRANT EXISTING OR NEW Mgmt For For
SHARES OF THE COMPANY, WITHOUT
CONSIDERATION AND WITH PERFORMANCE
CONDITIONS, TO EMPLOYEES AND CORPORATE
OFFICERS OF THE COMPANY AND OTHER GROUP
ENTITIES, WITH A WAIVER OF SHAREHOLDERS
PRE-EMPTIVE SUBSCRIPTION RIGHTS
28 AUTHORIZATION TO GRANT EXISTING OR NEW Mgmt For For
SHARES OF THE COMPANY, WITHOUT
CONSIDERATION AND WITHOUT PERFORMANCE
CONDITIONS, TO EMPLOYEES OF THE COMPANY AND
OTHER GROUP ENTITIES, WITH A WAIVER OF
SHAREHOLDERS PRE-EMPTIVE SUBSCRIPTION
RIGHTS
29 POWERS TO CARRY OUT FORMALITIES Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD Agenda Number: 717197835
--------------------------------------------------------------------------------------------------------------------------
Security: Y84629107
Meeting Type: AGM
Meeting Date: 06-Jun-2023
Ticker:
ISIN: TW0002330008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO ACCEPT 2022 BUSINESS REPORT AND Mgmt For For
FINANCIAL STATEMENTS.
2 TO APPROVE THE ISSUANCE OF EMPLOYEE Mgmt For For
RESTRICTED STOCK AWARDS FOR YEAR 2023.
3 TO REVISE THE PROCEDURES FOR ENDORSEMENT Mgmt For For
AND GUARANTEE.
4 IN ORDER TO REFLECT THE AUDIT COMMITTEE Mgmt For For
NAME CHANGE TO THE AUDIT AND RISK
COMMITTEE, TO REVISE THE NAME OF AUDIT
COMMITTEE IN THE FOLLOWING TSMC
POLICIES,(I). PROCEDURES FOR ACQUISITION OR
DISPOSAL OF ASSETS. (II). PROCEDURES FOR
FINANCIAL DERIVATIVES TRANSACTIONS. (III).
PROCEDURES FOR LENDING FUNDS TO OTHER
PARTIES. (IV). PROCEDURES FOR ENDORSEMENT
AND GUARANTEE.
--------------------------------------------------------------------------------------------------------------------------
TECHNIPFMC PLC Agenda Number: 935782157
--------------------------------------------------------------------------------------------------------------------------
Security: G87110105
Meeting Type: Annual
Meeting Date: 28-Apr-2023
Ticker: FTI
ISIN: GB00BDSFG982
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director for a term expiring at Mgmt For For
the Company's 2024 Annual General Meeting
of Shareholders: Douglas J. Pferdehirt
1b. Election of Director for a term expiring at Mgmt For For
the Company's 2024 Annual General Meeting
of Shareholders: Claire S. Farley
1c. Election of Director for a term expiring at Mgmt For For
the Company's 2024 Annual General Meeting
of Shareholders: Eleazar de Carvalho Filho
1d. Election of Director for a term expiring at Mgmt For For
the Company's 2024 Annual General Meeting
of Shareholders: Robert G. Gwin
1e. Election of Director for a term expiring at Mgmt For For
the Company's 2024 Annual General Meeting
of Shareholders: John O'Leary
1f. Election of Director for a term expiring at Mgmt For For
the Company's 2024 Annual General Meeting
of Shareholders: Margareth Ovrum
1g. Election of Director for a term expiring at Mgmt For For
the Company's 2024 Annual General Meeting
of Shareholders: Kay G. Priestly
1h. Election of Director for a term expiring at Mgmt For For
the Company's 2024 Annual General Meeting
of Shareholders: John Yearwood
1i. Election of Director for a term expiring at Mgmt For For
the Company's 2024 Annual General Meeting
of Shareholders: Sophie Zurquiyah
2. 2022 U.S. Say-on-Pay for Named Executive Mgmt For For
Officers: To approve, as a non-binding
advisory resolution, the Company's named
executive officer compensation for the year
ended December 31, 2022, as reported in the
Company's Proxy Statement.
3. 2022 U.K. Directors' Remuneration Report: Mgmt For For
To approve, as a non-binding advisory
resolution, the Company's directors'
remuneration report for the year ended
December 31, 2022, as reported in the
Company's U.K. Annual Report and Accounts.
4. Receipt of U.K. Annual Report and Accounts: Mgmt For For
To receive the Company's audited U.K.
accounts for the year ended December 31,
2022, including the reports of the
directors and the auditor thereon.
5. Ratification of PwC as U.S. Auditor: To Mgmt For For
ratify the appointment of
PricewaterhouseCoopers LLP ("PwC") as the
Company's U.S. independent registered
public accounting firm for the year ending
December 31, 2023.
6. Reappointment of PwC as U.K. Statutory Mgmt For For
Auditor: To reappoint PwC as the Company's
U.K. statutory auditor under the U.K.
Companies Act 2006, to hold office from the
conclusion of the 2023 Annual General
Meeting of Shareholders until the next
annual general meeting of shareholders at
which accounts are laid.
7. Approval of U.K. Statutory Auditor Fees: To Mgmt For For
authorize the Board and/or the Audit
Committee to determine the remuneration of
PwC, in its capacity as the Company's U.K.
statutory auditor for the year ending
December 31, 2023.
8. Authority to Allot Equity Securities: To Mgmt For For
authorize the Board to allot equity
securities in the Company.
9. As a special resolution - Authority to Mgmt For For
Allot Equity Securities without Pre-emptive
Rights: Pursuant to the authority
contemplated by the resolution in Proposal
8, to authorize the Board to allot equity
securities without pre-emptive rights.
--------------------------------------------------------------------------------------------------------------------------
WUXI BIOLOGICS (CAYMAN) INC. Agenda Number: 717276934
--------------------------------------------------------------------------------------------------------------------------
Security: G97008117
Meeting Type: AGM
Meeting Date: 27-Jun-2023
Ticker:
ISIN: KYG970081173
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT 05 JUN 2023: PLEASE NOTE THAT THE COMPANY Non-Voting
NOTICE AND PROXY FORM ARE AVAILABLE BY
CLICKING ON THE URL LINKS:
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2023/0602/2023060202465.pdf AND
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2023/0602/2023060202483.pdf AND
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2023/0602/2023060202471.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL
RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION
ON THIS MEETING
1 TO RECEIVE THE AUDITED CONSOLIDATED Mgmt For For
FINANCIAL STATEMENTS OF THE COMPANY AND ITS
SUBSIDIARIES AND THE REPORTS OF THE
DIRECTORS AND OF THE INDEPENDENT AUDITOR OF
THE COMPANY FOR THE YEAR ENDED DECEMBER 31,
2022
2.A TO RE-ELECT DR. GE LI AS NON-EXECUTIVE Mgmt Against Against
DIRECTOR
2.B TO RE-ELECT DR. ZHISHENG CHEN AS EXECUTIVE Mgmt For For
DIRECTOR
2.C TO RE-ELECT MR. KENNETH WALTON HITCHNER III Mgmt Against Against
AS INDEPENDENT NON-EXECUTIVE DIRECTOR
2.D TO RE-ELECT MR. JACKSON PETER TAI AS Mgmt For For
INDEPENDENT NON-EXECUTIVE DIRECTOR
3 TO AUTHORIZE THE BOARD OF DIRECTORS OR ANY Mgmt For For
DULY AUTHORIZED BOARD COMMITTEE TO FIX THE
DIRECTORS REMUNERATION FOR THE YEAR ENDING
DECEMBER 31, 2023
4 TO RE-APPOINT MESSRS. DELOITTE TOUCHE Mgmt For For
TOHMATSU AS AUDITORS AND TO AUTHORIZE THE
BOARD OF DIRECTORS OR ANY DULY AUTHORIZED
BOARD COMMITTEE TO FIX THEIR REMUNERATION
5.A TO APPROVE AND ADOPT THE PROPOSED Mgmt Against Against
AMENDMENTS TO THE SCHEME (AS DEFINED IN THE
NOTICE CONVENING THE AGM), AND TO AUTHORIZE
THE DIRECTORS TO DO ALL THINGS NECESSARY OR
EXPEDIENT TO IMPLEMENT THE AMENDED AND
RESTATED RESTRICTED SHARE AWARD SCHEME OF
THE COMPANY WHICH INCORPORATES THE PROPOSED
AMENDMENTS TO THE SCHEME
5.B TO APPROVE AND ADOPT THE PROPOSED Mgmt Against Against
AMENDMENTS TO THE PROGRAM (AS DEFINED IN
THE NOTICE CONVENING THE AGM), AND TO
AUTHORIZE THE DIRECTORS TO DO ALL THINGS
NECESSARY OR EXPEDIENT TO IMPLEMENT THE
AMENDED AND RESTATED SHARE AWARD SCHEME FOR
GLOBAL PARTNER PROGRAM OF THE COMPANY WHICH
INCORPORATES THE PROPOSED AMENDMENTS TO THE
PROGRAM
6 TO APPROVE THE ADOPTION OF SCHEME MANDATE Mgmt For For
LIMIT (AS DEFINED IN THE NOTICE CONVENING
THE AGM)
7 TO GRANT A GENERAL MANDATE TO THE DIRECTORS Mgmt For For
TO ISSUE, ALLOT AND DEAL WITH THE SHARES OF
THE COMPANY
8 TO GRANT A GENERAL MANDATE TO THE DIRECTORS Mgmt For For
TO REPURCHASE THE SHARES OF THE COMPANY
9 TO APPROVE THE ADOPTION OF THIRD AMENDED Mgmt For For
AND RESTATED MEMORANDUM AND ARTICLES OF
ASSOCIATION OF THE COMPANY, WHICH CONTAIN
THE PROPOSED AMENDMENTS TO THE EXISTING
MEMORANDUM AND ARTICLES OF ASSOCIATION (AS
DEFINED IN THE NOTICE CONVENING THE AGM) AS
SET OUT IN APPENDIX IV OF THE CIRCULAR OF
THE COMPANY DATED MAY 23, 2023, IN
SUBSTITUTION FOR, AND TO THE EXCLUSION OF,
THE EXISTING MEMORANDUM AND ARTICLES OF
ASSOCIATION.
CMMT 05 JUN 2023: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO CHANGE OF THE MEETING DATE
FROM 15 JUN 2023 TO 27 JUN 2023 AND CHANGE
OF THE RECORD DATE FROM 09 JUN 2023 TO 20
JUN 2023 AND MODIFICATION OF COMMENT. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT VOTE AGAIN UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU
* Management position unknown
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.
(Registrant) Manager Directed Portfolios
By (Signature) /s/ Scott M Ostrowski
Name Scott M Ostrowski
Title President
Date 08/23/2023