UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX/A
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-04323
NAME OF REGISTRANT: Natixis Funds Trust I
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 888 Boylston Street
Suite 800
Boston, MA 02199
NAME AND ADDRESS OF AGENT FOR SERVICE: Natalie Wagner, Esq.
888 Boylston Street
Suite 800
Boston, MA 02199
REGISTRANT'S TELEPHONE NUMBER: 617-449-2810
DATE OF FISCAL YEAR END: 12/31
DATE OF REPORTING PERIOD: 07/01/2020 - 06/30/2021
Loomis Sayles Core Plus Bond Fund
--------------------------------------------------------------------------------------------------------------------------
The Fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
Mirova Global Green Bond Fund
--------------------------------------------------------------------------------------------------------------------------
The Fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
Mirova Global Sustainable Equity Fund
--------------------------------------------------------------------------------------------------------------------------
ADOBE INC Agenda Number: 935343412
--------------------------------------------------------------------------------------------------------------------------
Security: 00724F101
Meeting Type: Annual
Meeting Date: 20-Apr-2021
Ticker: ADBE
ISIN: US00724F1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director for a term of one Mgmt Against Against
year: Amy Banse
1B. Election of Director for a term of one Mgmt For For
year: Melanie Boulden
1C. Election of Director for a term of one Mgmt Against Against
year: Frank Calderoni
1D. Election of Director for a term of one Mgmt For For
year: James Daley
1E. Election of Director for a term of one Mgmt Against Against
year: Laura Desmond
1F. Election of Director for a term of one Mgmt For For
year: Shantanu Narayen
1G. Election of Director for a term of one Mgmt Against Against
year: Kathleen Oberg
1H. Election of Director for a term of one Mgmt For For
year: Dheeraj Pandey
1I. Election of Director for a term of one Mgmt Against Against
year: David Ricks
1J. Election of Director for a term of one Mgmt For For
year: Daniel Rosensweig
1K. Election of Director for a term of one Mgmt For For
year: John Warnock
2. Approve the Adobe Inc. 2019 Equity Mgmt Against Against
Incentive Plan, as amended, to increase the
available share reserve by 6 million
shares.
3. Ratify the appointment of KPMG LLP as our Mgmt Against Against
independent registered public accounting
firm for our fiscal year ending on December
3, 2021.
4. Approve, on an advisory basis, the Mgmt Against Against
compensation of our named executive
officers.
--------------------------------------------------------------------------------------------------------------------------
ADYEN N.V. Agenda Number: 713491455
--------------------------------------------------------------------------------------------------------------------------
Security: N3501V104
Meeting Type: EGM
Meeting Date: 12-Feb-2021
Ticker:
ISIN: NL0012969182
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
IS REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1. OPENING AND ANNOUNCEMENTS Non-Voting
2. PROPOSAL APPOINTMENT ALEXANDER MATTHEY AS Mgmt For For
MEMBER OF THE MANAGEMENT BOARD WITH THE
TITLE CHIEF TECHNOLOGY OFFICER
3. PROPOSAL APPOINTMENT CAOIMHE TREASA KEOGAN Mgmt For For
AS MEMBER OF THE SUPERVISORY BOARD
4. ANY OTHER BUSINESS AND 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. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
ADYEN N.V. Agenda Number: 713974219
--------------------------------------------------------------------------------------------------------------------------
Security: N3501V104
Meeting Type: AGM
Meeting Date: 03-Jun-2021
Ticker:
ISIN: NL0012969182
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
IS REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1. OPENING AND ANNOUNCEMENTS Non-Voting
2. ANNUAL REPORT; MANAGEMENT BOARD Non-Voting
REMUNERATION; SUPERVISORY BOARD
REMUNERATION; ADOPTION OF THE ANNUAL
ACCOUNTS; DIVIDEND POLICY; DETERMINATION OF
DIVIDEND
2.a. DISCUSSION OF THE MANAGEMENT BOARD'S REPORT Non-Voting
AND THE SUPERVISORY BOARD'S REPORT FOR THE
PAST FINANCIAL YEAR. THE MANAGEMENT BOARD
WILL GIVE A PRESENTATION ON THE PERFORMANCE
OF THE COMPANY IN 2020. FURTHERMORE, THE
SUPERVISORY BOARD'S REPORT AND ACCOUNTANT
STATEMENTS WILL BE DISCUSSED
2.b. DISCUSSION OF THE REMUNERATION REPORT OVER Mgmt For For
THE YEAR 2020 INCLUDING THE MANAGEMENT
BOARD AND SUPERVISORY BOARD'S REMUNERATION
FOR THE PAST FINANCIAL YEAR. PLEASE REFER
TO THE REMUNERATION REPORT FOR THE
FINANCIAL YEAR 2020 (IN ACCORDANCE WITH THE
COMPANY'S EXISTING REMUNERATION POLICY AS
APPROVED BY THE GENERAL MEETING OF
SHAREHOLDERS WHICH WAS HELD ON 26 MAY 2020)
INCLUDED IN OUR ANNUAL REPORT ON PAGE 88,
AS PUBLISHED ON OUR WEBSITE
2.c. IT IS PROPOSED TO ADOPT THE ANNUAL ACCOUNTS Mgmt For For
FOR THE FINANCIAL YEAR 2020 AS DRAWN UP BY
THE MANAGEMENT BOARD AND SIGNED BY THE
MANAGEMENT BOARD AND THE SUPERVISORY BOARD.
PRICEWATERHOUSECOOPERS N.V. (PWC) HAS
AUDITED THE ANNUAL ACCOUNTS AND HAS ISSUED
AN UNQUALIFIED AUDITOR'S REPORT
2.d. DISCUSSION OF THE POLICY ON DIVIDEND, Non-Voting
RESERVATIONS AND DISTRIBUTIONS. PLEASE
REFER TO THE DIVIDEND POLICY PUBLISHED ON
THE COMPANY'S WEBSITE, AS FURTHER REFERRED
TO ON PAGE 128 OF THE ANNUAL REPORT FOR THE
FINANCIAL YEAR 2020. IN ACCORDANCE WITH THE
ARTICLES OF ASSOCIATION OF THE COMPANY, THE
MANAGEMENT BOARD, WITH THE APPROVAL OF THE
SUPERVISORY BOARD, DECIDED TO ALLOCATE THE
PROFITS FOR THE FINANCIAL YEAR 2020 TO THE
RESERVES OF THE COMPANY
3. IT IS PROPOSED TO DISCHARGE THE MEMBERS OF Mgmt Against Against
THE MANAGEMENT BOARD (IN 2020 BEING PIETER
VAN DER DOES (CEO), ARNOUT SCHUIJFF (CTO),
INGO UYTDEHAAGE (CFO), ROELANT PRINS (CCO),
MARITTE SWART (CLCO) AND KAMRAN ZAKI (COO))
FROM LIABILITY IN RESPECT OF THE
PERFORMANCE OF THEIR MANAGEMENT DUTIES TO
THE EXTENT THAT SUCH PERFORMANCE IS
APPARENT FROM THE ANNUAL ACCOUNTS FOR THE
FINANCIAL YEAR 2020 OR HAS BEEN OTHERWISE
DISCLOSED TO THE GENERAL MEETING BEFORE THE
RESOLUTION IS ADOPTED. IT IS FURTHERMORE
PROPOSED TO DISCHARGE THE MEMBERS OF THE
MANAGEMENT BOARD WHO RESIGNED IN THE COURSE
OF 2020 (BEING JOOP WIJN (FORMER CSRO) AND
SAM HALSE (FORMER COO)) FROM LIABILITY FOR
MANAGEMENT DUTIES PERFORMED IN THE
FINANCIAL YEAR 2020 UNTIL THEIR EFFECTIVE
DATE OF RESIGNATION
4. IT IS PROPOSED TO DISCHARGE THE MEMBERS OF Mgmt Against Against
THE SUPERVISORY BOARD (IN 2020 BEING PIERO
OVERMARS, DELFIN RUEDA, JOEP VAN BEURDEN
AND PAMELA JOSEPH) FROM LIABILITY IN
RESPECT OF THE PERFORMANCE OF THEIR
SUPERVISORY DUTIES TO THE EXTENT THAT SUCH
PERFORMANCE IS APPARENT FROM THE ANNUAL
ACCOUNTS FOR THE FINANCIAL YEAR 2020 OR HAS
BEEN OTHERWISE DISCLOSED TO THE GENERAL
MEETING BEFORE THE RESOLUTION IS ADOPTED
5. PROPOSAL REAPPOINTMENT INGO JEROEN Mgmt For For
UYTDEHAAGE AS MEMBER OF THE MANAGEMENT
BOARD WITH THE TITLE CHIEF FINANCIAL
OFFICER
6. PROPOSAL REAPPOINTMENT DELFIN RUEDA ARROYO Mgmt Against Against
AS MEMBER OF THE SUPERVISORY BOARD
7. IT IS PROPOSED TO RENEW THE AUTHORITY OF Mgmt For For
THE MANAGEMENT BOARD, SUBJECT TO THE
SUPERVISORY BOARD S APPROVAL, TO ISSUE
ORDINARY SHARES OR TO GRANT RIGHTS TO
SUBSCRIBE FOR ORDINARY SHARES FOR A PERIOD
OF 18 MONTHS FROM THE DATE OF THIS GENERAL
MEETING UP TO 10% OF THE TOTAL NUMBER OF
SHARES ISSUED AT THE TIME OF THE GENERAL
MEETING FOR ANY PURPOSES. ONCE THIS
AUTHORIZATION IS APPROVED, THIS WILL
REPLACE THE CURRENT AUTHORIZATIONS. ONCE
APPROVED, THE AUTHORIZATION CANNOT BE
REVOKED
8. IT IS PROPOSED TO RENEW THE AUTHORITY OF Mgmt For For
THE MANAGEMENT BOARD, SUBJECT TO THE
SUPERVISORY BOARD'S APPROVAL, TO RESTRICT
OR EXCLUDE APPLICABLE PRE-EMPTIVE RIGHTS
WHEN ISSUING ORDINARY SHARES OR GRANTING
RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES AS
SET OUT IN ITEM 7 ABOVE FOR A PERIOD OF 18
MONTHS FROM THE DATE OF THIS GENERAL
MEETING. ONCE THIS AUTHORIZATION IS
APPROVED, THIS WILL REPLACE THE CURRENT
AUTHORIZATIONS. ONCE APPROVED, THE
AUTHORIZATION CANNOT BE REVOKED
9. AUTHORITY TO ACQUIRE OWN SHARES Mgmt For For
10. IN ACCORDANCE WITH THE RECOMMENDATIONS OF Mgmt For For
THE AUDIT COMMITTEE, THE SUPERVISORY BOARD
PROPOSES TO REAPPOINT PWC AS EXTERNAL
AUDITOR OF THE COMPANY FOR THE CURRENT
FINANCIAL YEAR
11. ANY OTHER BUSINESS AND 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"
--------------------------------------------------------------------------------------------------------------------------
AIA GROUP LTD Agenda Number: 713839073
--------------------------------------------------------------------------------------------------------------------------
Security: Y002A1105
Meeting Type: AGM
Meeting Date: 20-May-2021
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/2021/0408/2021040800938.pdf AND
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2021/0408/2021040800946.pdf
CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A Non-Voting
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
AUDITOR'S REPORT FOR THE YEAR ENDED 31
DECEMBER 2020
2 TO DECLARE A FINAL DIVIDEND OF 100.30 HONG Mgmt Against Against
KONG CENTS PER SHARE FOR THE YEAR ENDED 31
DECEMBER 2020
3 TO RE-ELECT MR. LEE YUAN SIONG AS EXECUTIVE Mgmt For For
DIRECTOR OF THE COMPANY
4 TO RE-ELECT MR. CHUNG-KONG CHOW AS Mgmt Against Against
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE
COMPANY
5 TO RE-ELECT MR. JOHN BARRIE HARRISON AS Mgmt Against Against
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE
COMPANY
6 TO RE-ELECT PROFESSOR LAWRENCE JUEN-YEE LAU Mgmt Against Against
AS INDEPENDENT NON-EXECUTIVE DIRECTOR OF
THE COMPANY
7 TO RE-ELECT MR. CESAR VELASQUEZ PURISIMA AS Mgmt Against Against
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE
COMPANY
8 TO RE-APPOINT PRICEWATERHOUSECOOPERS AS Mgmt Against Against
AUDITOR OF THE COMPANY AND TO AUTHORISE THE
BOARD OF DIRECTORS OF THE COMPANY TO FIX
ITS REMUNERATION
9.A 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
9.B TO GRANT A GENERAL MANDATE TO THE DIRECTORS Mgmt Against Against
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
--------------------------------------------------------------------------------------------------------------------------
ALLIANZ SE Agenda Number: 713711718
--------------------------------------------------------------------------------------------------------------------------
Security: D03080112
Meeting Type: AGM
Meeting Date: 05-May-2021
Ticker:
ISIN: DE0008404005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
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 2020
2 APPROPRIATION OF NET EARNINGS Mgmt Against Against
3 APPROVAL OF THE ACTIONS OF THE MEMBERS OF Mgmt Against Against
THE BOARD OF MANAGEMENT
4 APPROVAL OF THE ACTIONS OF THE MEMBERS OF Mgmt Against Against
THE SUPERVISORY BOARD
5 APPROVAL OF THE REMUNERATION SYSTEM FOR Mgmt Against Against
MEMBERS OF THE BOARD OF MANAGEMENT OF
ALLIANZ SE
6 APPROVAL OF THE REMUNERATION OF THE MEMBERS Mgmt For For
OF THE SUPERVISORY BOARD OF ALLIANZ SE AND
CORRESPONDING AMENDMENT OF THE STATUTES
7 AMENDMENT OF THE STATUTES REGARDING THE Mgmt For For
TERM OF OFFICE OF THE MEMBERS OF THE
SUPERVISORY BOARD
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 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
--------------------------------------------------------------------------------------------------------------------------
ALPHABET INC. Agenda Number: 935406264
--------------------------------------------------------------------------------------------------------------------------
Security: 02079K305
Meeting Type: Annual
Meeting Date: 02-Jun-2021
Ticker: GOOGL
ISIN: US02079K3059
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Larry Page Mgmt For For
1B. Election of Director: Sergey Brin Mgmt For For
1C. Election of Director: Sundar Pichai Mgmt For For
1D. Election of Director: John L. Hennessy Mgmt For For
1E. Election of Director: Frances H. Arnold Mgmt Against Against
1F. Election of Director: L. John Doerr Mgmt Against Against
1G. Election of Director: Roger W. Ferguson Jr. Mgmt For For
1H. Election of Director: Ann Mather Mgmt Against Against
1I. Election of Director: Alan R. Mulally Mgmt For For
1J. Election of Director: K. Ram Shriram Mgmt Against Against
1K. Election of Director: Robin L. Washington Mgmt Against Against
2. Ratification of the appointment of Ernst & Mgmt Against Against
Young LLP as Alphabet's independent
registered public accounting firm for the
fiscal year ending December 31, 2021.
3. Approval of Alphabet's 2021 Stock Plan. Mgmt Against Against
4. A stockholder proposal regarding equal Shr For Against
shareholder voting, if properly presented
at the meeting.
5. A stockholder proposal regarding the Shr For Against
nomination of human rights and/or civil
rights expert to the board, if properly
presented at the meeting.
6. A stockholder proposal regarding a report Shr For Against
on sustainability metrics, if properly
presented at the meeting.
7. A stockholder proposal regarding a report Shr For Against
on takedown requests, if properly presented
at the meeting.
8. A stockholder proposal regarding a report Shr For Against
on whistleblower policies and practices, if
properly presented at the meeting.
9. A stockholder proposal regarding a report Shr For Against
on charitable contributions, if properly
presented at the meeting.
10. A stockholder proposal regarding a report Shr For Against
on risks related to anticompetitive
practices, if properly presented at the
meeting.
11. A stockholder proposal regarding a Shr For Against
transition to a public benefit corporation,
if properly presented at the meeting.
--------------------------------------------------------------------------------------------------------------------------
AMERICAN WATER WORKS COMPANY, INC. Agenda Number: 935369074
--------------------------------------------------------------------------------------------------------------------------
Security: 030420103
Meeting Type: Annual
Meeting Date: 12-May-2021
Ticker: AWK
ISIN: US0304201033
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Jeffrey N. Edwards Mgmt Against Against
1B. Election of Director: Martha Clark Goss Mgmt Against Against
1C. Election of Director: Veronica M. Hagen Mgmt Against Against
1D. Election of Director: Kimberly J. Harris Mgmt Against Against
1E. Election of Director: Julia L. Johnson Mgmt Against Against
1F. Election of Director: Patricia L. Kampling Mgmt Against Against
1G. Election of Director: Karl F. Kurz Mgmt For For
1H. Election of Director: Walter J. Lynch Mgmt For For
1I. Election of Director: George MacKenzie Mgmt Against Against
1J. Election of Director: James G. Stavridis Mgmt Against Against
1K. Election of Director: Lloyd M. Yates Mgmt Against Against
2. Approval, on an advisory basis, of the Mgmt Against Against
compensation of the Company's named
executive officers.
3. Ratification of the appointment, by the Mgmt Against Against
Audit, Finance and Risk Committee of the
Board of Directors, of
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for 2021.
--------------------------------------------------------------------------------------------------------------------------
APTIV PLC Agenda Number: 935344349
--------------------------------------------------------------------------------------------------------------------------
Security: G6095L109
Meeting Type: Annual
Meeting Date: 30-Apr-2021
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 Against Against
1D. Election of Director: Nicholas M. Donofrio Mgmt Against Against
1E. Election of Director: Rajiv L. Gupta Mgmt For For
1F. Election of Director: Joseph L. Hooley Mgmt For For
1G. Election of Director: Merit E. Janow Mgmt For For
1H. Election of Director: Sean O. Mahoney Mgmt Against Against
1I. Election of Director: Paul M. Meister Mgmt Against Against
1J. Election of Director: Robert K. Ortberg Mgmt For For
1K. Election of Director: Colin J. Parris Mgmt Against Against
1L. Election of Director: Ana G. Pinczuk Mgmt Against Against
2. Proposal to re-appoint auditors, ratify Mgmt Against Against
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: 713687234
--------------------------------------------------------------------------------------------------------------------------
Security: N07059202
Meeting Type: AGM
Meeting Date: 29-Apr-2021
Ticker:
ISIN: NL0010273215
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
IS REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1. OPENING Non-Voting
2. OVERVIEW OF THE COMPANY'S BUSINESS, Non-Voting
FINANCIAL SITUATION AND SUSTAINABILITY
3. FINANCIAL STATEMENTS, RESULTS AND DIVIDEND Non-Voting
3.a ADVISORY VOTE ON THE REMUNERATION REPORT Mgmt For For
FOR THE BOARD OF MANAGEMENT AND THE
SUPERVISORY BOARD FOR THE FINANCIAL YEAR
2020
3.b PROPOSAL TO ADOPT THE FINANCIAL STATEMENTS Mgmt For For
OF THE COMPANY FOR THE FINANCIAL YEAR 2020,
AS PREPARED IN ACCORDANCE WITH DUTCH LAW
3.c CLARIFICATION OF THE COMPANY'S RESERVES AND Non-Voting
DIVIDEND POLICY
3.d PROPOSAL TO ADOPT A DIVIDEND IN RESPECT OF Mgmt For For
THE FINANCIAL YEAR 2020: EUR 2.75 PER SHARE
4 DISCHARGE Non-Voting
4.a PROPOSAL TO DISCHARGE THE MEMBERS OF THE Mgmt Against Against
BOARD OF MANAGEMENT FROM LIABILITY FOR
THEIR RESPONSIBILITIES IN THE FINANCIAL
YEAR 2020
4.b PROPOSAL TO DISCHARGE THE MEMBERS OF THE Mgmt Against Against
SUPERVISORY BOARD FROM LIABILITY FOR THEIR
RESPONSIBILITIES IN THE FINANCIAL YEAR 2020
5. PROPOSAL TO APPROVE THE NUMBER OF SHARES Mgmt For For
FOR THE BOARD OF MANAGEMENT
6. PROPOSAL TO ADOPT CERTAIN ADJUSTMENTS TO Mgmt For For
THE REMUNERATION POLICY FOR THE BOARD OF
MANAGEMENT
7. PROPOSAL TO ADOPT CERTAIN ADJUSTMENTS TO Mgmt For For
THE REMUNERATION POLICY FOR THE SUPERVISORY
BOARD
8. COMPOSITION OF THE BOARD OF MANAGEMENT Non-Voting
9. COMPOSITION OF THE SUPERVISORY BOARD Non-Voting
9.a PROPOSAL TO APPOINT MS. B. CONIX AS A Mgmt For For
MEMBER OF THE SUPERVISORY BOARD
9.b COMPOSITION OF THE SUPERVISORY BOARD IN Non-Voting
2022
10. PROPOSAL TO APPOINT KPMG ACCOUNTANTS N.V. Mgmt For For
AS EXTERNAL AUDITOR FOR THE REPORTING YEAR
2022: KPMG Accountants N.V.
11. PROPOSALS TO AUTHORIZE THE BOARD OF Non-Voting
MANAGEMENT TO ISSUE ORDINARY SHARES OR
GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY
SHARES, AS WELL AS TO RESTRICT OR EXCLUDE
THE PRE-EMPTION RIGHTS ACCRUING TO
SHAREHOLDERS
11.a AUTHORIZATION TO ISSUE ORDINARY SHARES OR Mgmt For For
GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY
SHARES UP TO 5% FOR GENERAL PURPOSES
11.b AUTHORIZATION OF THE BOARD OF MANAGEMENT TO Mgmt For For
RESTRICT OR EXCLUDE PRE-EMPTION RIGHTS IN
CONNECTION WITH AGENDA ITEM 11 A)
11.c AUTHORIZATION TO ISSUE ORDINARY SHARES OR Mgmt For For
GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY
SHARES UP TO 5% IN CONNECTION WITH OR ON
THE OCCASION OF MERGERS, ACQUISITIONS
AND/OR (STRATEGIC) ALLIANCES
11.d AUTHORIZATION OF THE BOARD OF MANAGEMENT TO Mgmt For For
RESTRICT OR EXCLUDE PRE-EMPTION RIGHTS IN
CONNECTION WITH AGENDA ITEM 11 C)
12. PROPOSALS TO AUTHORIZE THE BOARD OF Non-Voting
MANAGEMENT TO REPURCHASE ORDINARY SHARES UP
TO 20% OF THE ISSUED SHARE CAPITAL
12.a AUTHORIZATION TO REPURCHASE ORDINARY SHARES Mgmt For For
UP TO 10% OF THE ISSUED SHARE CAPITAL
12.b AUTHORIZATION TO REPURCHASE ADDITIONAL Mgmt Abstain Against
ORDINARY SHARES UP TO 10% OF THE ISSUED
SHARE CAPITAL
13. PROPOSAL TO CANCEL ORDINARY SHARES Mgmt Against Against
14. ANY OTHER BUSINESS Non-Voting
15. 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. THANK YOU
CMMT 30 MAR 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO MODIFICATION OF TEXT IN
RESOLUTION 3.D, 10 AND CHANGE IN NUMBERING
OF ALL RESOLUTIONS.. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT VOTE
AGAIN UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
CMMT 30 MAr 2021: Deletion of comment Non-Voting
--------------------------------------------------------------------------------------------------------------------------
BALL CORPORATION Agenda Number: 935351445
--------------------------------------------------------------------------------------------------------------------------
Security: 058498106
Meeting Type: Annual
Meeting Date: 28-Apr-2021
Ticker: BLL
ISIN: US0584981064
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
John A. Bryant Mgmt Withheld Against
Michael J. Cave Mgmt For For
Daniel W. Fisher Mgmt For For
Pedro H. Mariani Mgmt For For
2. To ratify the appointment of Mgmt Against Against
PricewaterhouseCoopers LLP as the
independent registered public accounting
firm for the Corporation for 2021.
3. To approve, by non-binding vote, the Mgmt Against Against
compensation paid to the named executive
officers.
--------------------------------------------------------------------------------------------------------------------------
BRIGHT HORIZONS FAMILY SOLUTIONS INC. Agenda Number: 935424818
--------------------------------------------------------------------------------------------------------------------------
Security: 109194100
Meeting Type: Annual
Meeting Date: 24-Jun-2021
Ticker: BFAM
ISIN: US1091941005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Class II Director for a term of Mgmt Against Against
three years: Julie Atkinson
1B. Election of Class II Director for a term of Mgmt Against Against
three years: Jordan Hitch
1C. Election of Class II Director for a term of Mgmt Against Against
three years: Laurel J. Richie
1D. Election of Class II Director for a term of Mgmt For For
three years: Mary Ann Tocio
2. To approve, on an advisory basis, the Mgmt Against Against
compensation paid by the Company to its
Named Executive Officers.
3. To approve, on an advisory basis, the Mgmt 1 Year For
frequency of future advisory votes to
approve the compensation paid by the
Company to its Named Executive Officers.
4. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as the independent registered
public accounting firm of the Company for
the fiscal year ending December 31, 2021.
--------------------------------------------------------------------------------------------------------------------------
CHR. HANSEN HOLDING A/S Agenda Number: 713299635
--------------------------------------------------------------------------------------------------------------------------
Security: K1830B107
Meeting Type: AGM
Meeting Date: 25-Nov-2020
Ticker:
ISIN: DK0060227585
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IN THE MAJORITY OF MEETINGS THE VOTES ARE Non-Voting
CAST WITH THE REGISTRAR WHO WILL FOLLOW
CLIENT INSTRUCTIONS. IN A SMALL PERCENTAGE
OF MEETINGS THERE IS NO REGISTRAR AND
CLIENTS VOTES MAY BE CAST BY THE CHAIRMAN
OF THE BOARD OR A BOARD MEMBER AS PROXY.
CLIENTS CAN ONLY EXPECT THEM TO ACCEPT
PRO-MANAGEMENT VOTES. THE ONLY WAY TO
GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES
ARE REPRESENTED AT THE MEETING IS TO SEND
YOUR OWN REPRESENTATIVE OR ATTEND THE
MEETING IN PERSON. THE SUB CUSTODIAN BANKS
OFFER REPRESENTATION SERVICES FOR AN ADDED
FEE IF REQUESTED. THANK YOU
CMMT PLEASE BE ADVISED THAT SPLIT AND PARTIAL Non-Voting
VOTING IS NOT AUTHORISED FOR A BENEFICIAL
OWNER IN THE DANISH MARKET. PLEASE CONTACT
YOUR GLOBAL CUSTODIAN FOR FURTHER
INFORMATION.
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR
RESOLUTION NUMBERS 7.A.A, 7.B.A TO 7.B.G
AND 8.A. THANK YOU.
1 REPORT ON THE COMPANY'S ACTIVITIES (NOT TO Non-Voting
BE PUT TO A VOTE)
2 APPROVAL OF THE 2019/20 ANNUAL REPORT Mgmt For For
3 RESOLUTION ON THE APPROPRIATION OF PROFIT Mgmt For For
4 PRESENTATION OF THE COMPANY'S 2019/20 Mgmt Against Against
REMUNERATION REPORT FOR AN ADVISORY VOTE
5 RESOLUTION ON REMUNERATION OF MEMBERS OF Mgmt For For
THE BOARD OF DIRECTORS
6.A PROPOSALS FROM THE BOARD OF DIRECTORS: Mgmt For For
PROPOSED AMENDMENT TO ARTICLE 6.9 OF THE
COMPANY'S ARTICLES OF ASSOCIATION; STANDARD
AGENDA FOR THE ANNUAL GENERAL MEETING
6.B PROPOSALS FROM THE BOARD OF DIRECTORS: Mgmt For For
PROPOSED AMENDMENT TO ARTICLE 6.1 OF THE
COMPANY'S ARTICLES OF ASSOCIATION;
AUTHORISATION TO THE BOARD OF DIRECTORS TO
RESOLVE TO HOLD PARTIAL OR FULL ELECTRONIC
GENERAL MEETINGS
6.C PROPOSED AMENDMENT TO ARTICLE 7.3 OF THE Mgmt For For
COMPANY'S ARTICLES OF ASSOCIATION;
SHAREHOLDERS' NOTIFICATION OF ATTENDANCE
7.A.A ELECTION OF A CHAIR OF THE BOARD OF Mgmt For For
DIRECTOR: DOMINIQUE REINICHE (RE-ELECTION)
7.B.A ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: JESPER BRANDGAARD (RE-ELECTION)
7.B.B ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: LUIS CANTARELL (RE-ELECTION)
7.B.C ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: HEIDI KLEINBACH-SAUTER
(RE-ELECTION)
7.B.D ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: MARK WILSON (RE-ELECTION)
7.B.E ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: LISE KAAE (ELECTION)
7.B.F ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: KEVIN LANE (ELECTION)
7.B.G ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: LILLIE LI VALEUR (ELECTION)
8.A ELECTION OF A COMPANY AUDITOR: RE-ELECTION Mgmt Abstain Against
OF PRICEWATERHOUSECOOPERS STATSAUTORISERET
REVISIONS PARTNERSELSKAB
9.A PLEASE NOTE THAT THIS RESOLUTION IS A Shr For Against
SHAREHOLDER PROPOSAL: PROPOSALS FROM
AKADEMIKER PENSION: GOING FORWARD AND
STARTING FROM THE 2020/21 FINANCIAL YEAR,
THE COMPANY MUST APPLY THE RECOMMENDATIONS
OF THE TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES (TCFD) AS THE
FRAMEWORK FOR CLIMATE-RELATED DISCLOSURE IN
THE COMPANY'S ANNUAL REPORT
9.B PLEASE NOTE THAT THIS RESOLUTION IS A Shr For For
SHAREHOLDER PROPOSAL: PROPOSALS FROM
AKADEMIKER PENSION: THE BOARD OF DIRECTORS
MUST COMPLETE AN ASSESSMENT OF THE ABILITY
OF THE COMPANY TO PUBLISH
COUNTRY-BY-COUNTRY TAX REPORTING IN LINE
WITH THE GLOBAL REPORTING INITIATIVE'S
STANDARD (GRI 207: TAX 2019) STARTING FROM
THE FINANCIAL YEAR 2021/22. THE FINDINGS OF
THE ASSESSMENT SHOULD BE MADE PUBLIC BEFORE
THE AGM IN 2021
10 AUTHORIZATION OF THE CHAIRMAN OF THE ANNUAL Mgmt For For
GENERAL MEETING
--------------------------------------------------------------------------------------------------------------------------
COLOPLAST A/S Agenda Number: 713354102
--------------------------------------------------------------------------------------------------------------------------
Security: K16018192
Meeting Type: AGM
Meeting Date: 03-Dec-2020
Ticker:
ISIN: DK0060448595
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IN THE MAJORITY OF MEETINGS THE VOTES ARE Non-Voting
CAST WITH THE REGISTRAR WHO WILL FOLLOW
CLIENT INSTRUCTIONS. IN A SMALL PERCENTAGE
OF MEETINGS THERE IS NO REGISTRAR AND
CLIENTS VOTES MAY BE CAST BY THE CHAIRMAN
OF THE BOARD OR A BOARD MEMBER AS PROXY.
CLIENTS CAN ONLY EXPECT THEM TO ACCEPT
PRO-MANAGEMENT VOTES. THE ONLY WAY TO
GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES
ARE REPRESENTED AT THE MEETING IS TO SEND
YOUR OWN REPRESENTATIVE OR ATTEND THE
MEETING IN PERSON. THE SUB CUSTODIAN BANKS
OFFER REPRESENTATION SERVICES FOR AN ADDED
FEE IF REQUESTED. THANK YOU
CMMT PLEASE BE ADVISED THAT SPLIT AND PARTIAL Non-Voting
VOTING IS NOT AUTHORISED FOR A BENEFICIAL
OWNER IN THE DANISH MARKET. PLEASE CONTACT
YOUR GLOBAL CUSTODIAN FOR FURTHER
INFORMATION.
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1 REPORT BY THE BOARD OF DIRECTORS ON THE Non-Voting
ACTIVITIES OF THE COMPANY DURING THE PAST
FINANCIAL YEAR
2 PRESENTATION AND APPROVAL OF THE AUDITED Mgmt For For
ANNUAL REPORT
3 RESOLUTION ON THE DISTRIBUTION OF PROFIT IN Mgmt For For
ACCORDANCE WITH THE APPROVED ANNUAL REPORT
4 PRESENTATION AND APPROVAL OF THE Mgmt Against Against
REMUNERATION REPORT
5 APPROVAL OF THE BOARD OF DIRECTORS' Mgmt For For
REMUNERATION FOR THE CURRENT FINANCIAL YEAR
6.1 PROPOSAL BY THE BOARD OF DIRECTORS: UPDATE Mgmt Against Against
OF REMUNERATION POLICY
6.2.1 PROPOSAL BY THE BOARD OF DIRECTORS: Mgmt For For
AMENDMENT OF ARTICLE 2 OF THE ARTICLES OF
ASSOCIATION - OBJECT
6.2.2 PROPOSAL BY THE BOARD OF DIRECTORS: Mgmt For For
ADOPTION OF NEW ARTICLE 11 OF THE ARTICLES
OF ASSOCIATION - ELECTRONIC GENERAL MEETING
6.3 PLEASE NOTE THAT THIS RESOLUTION IS A Shr For For
SHAREHOLDER PROPOSAL: PROPOSAL BY THE
SHAREHOLDER: FOR THE BOARD OF DIRECTORS TO
COMPLETE AN ASSESSMENT OF THE VIABILITY OF
COLOPLAST TO PUBLISH CORPORATE
COUNTRY-BY-COUNTRY TAX REPORTING IN LINE
WITH THE GLOBAL REPORTING INITIATIVE'S
STANDARD (GRI 207: TAX 2019) STARTING FROM
FINANCIAL YEAR 2021/22. THE FINDINGS OF THE
ASSESSMENT SHOULD BE MADE PUBLIC BEFORE THE
AGM IN 2021
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR
RESOLUTION NUMBERS 7.1 TO 7.6 AND 8. THANK
YOU
7.1 ELECTION OF MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS. THE BOARD OF DIRECTORS PROPOSES
ELECTION OF THE FOLLOWING MEMBER: LARS
SOREN RASMUSSEN
7.2 ELECTION OF MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS. THE BOARD OF DIRECTORS PROPOSES
ELECTION OF THE FOLLOWING MEMBER: NIELS
PETER LOUIS-HANSEN
7.3 ELECTION OF MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS. THE BOARD OF DIRECTORS PROPOSES
ELECTION OF THE FOLLOWING MEMBER: BIRGITTE
NIELSEN
7.4 ELECTION OF MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS. THE BOARD OF DIRECTORS PROPOSES
ELECTION OF THE FOLLOWING MEMBER: CARSTEN
HELLMANN
7.5 ELECTION OF MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS. THE BOARD OF DIRECTORS PROPOSES
ELECTION OF THE FOLLOWING MEMBER: JETTE
NYGAARD-ANDERSEN
7.6 ELECTION OF MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS. THE BOARD OF DIRECTORS PROPOSES
ELECTION OF THE FOLLOWING MEMBER: MARIANNE
WIINHOLT
8 ELECTION OF AUDITORS. THE BOARD OF Mgmt Abstain Against
DIRECTORS PROPOSES THE RE-ELECTION OF
PRICEWATERHOUSECOOPERS STATSAUTORISERET
REVISIONSPARTNERSELSKAB AS THE COMPANY'S
AUDITORS
9 ANY OTHER BUSINESS Non-Voting
CMMT 11 NOV 2020: 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT 11 NOV 2020: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
DANAHER CORPORATION Agenda Number: 935360292
--------------------------------------------------------------------------------------------------------------------------
Security: 235851102
Meeting Type: Annual
Meeting Date: 05-May-2021
Ticker: DHR
ISIN: US2358511028
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director to hold office until Mgmt For For
the 2022 Annual Meeting: Rainer M. Blair
1B. Election of Director to hold office until Mgmt Against Against
the 2022 Annual Meeting: Linda Hefner
Filler
1C. Election of Director to hold office until Mgmt Against Against
the 2022 Annual Meeting: Teri List
1D. Election of Director to hold office until Mgmt Against Against
the 2022 Annual Meeting: Walter G. Lohr,
Jr.
1E. Election of Director to hold office until Mgmt For For
the 2022 Annual Meeting: Jessica L. Mega,
MD
1F. Election of Director to hold office until Mgmt Against Against
the 2022 Annual Meeting: Mitchell P. Rales
1G. Election of Director to hold office until Mgmt For For
the 2022 Annual Meeting: Steven M. Rales
1H. Election of Director to hold office until Mgmt For For
the 2022 Annual Meeting: Pardis C. Sabeti,
MD
1I. Election of Director to hold office until Mgmt Against Against
the 2022 Annual Meeting: John T. Schwieters
1J. Election of Director to hold office until Mgmt Against Against
the 2022 Annual Meeting: Alan G. Spoon
1K. Election of Director to hold office until Mgmt For For
the 2022 Annual Meeting: Raymond C.
Stevens, Ph.D
1L. Election of Director to hold office until Mgmt Against Against
the 2022 Annual Meeting: Elias A. Zerhouni,
MD
2. To ratify the selection of Ernst & Young Mgmt Against Against
LLP as Danaher's independent registered
public accounting firm for the year ending
December 31, 2021.
3. To approve on an advisory basis the Mgmt Against Against
Company's named executive officer
compensation.
4. To act upon a shareholder proposal Shr For Against
requesting that Danaher amend its governing
documents to reduce the percentage of
shares required for shareholders to call a
special meeting of shareholders from 25% to
10%.
--------------------------------------------------------------------------------------------------------------------------
DANONE SA Agenda Number: 713755657
--------------------------------------------------------------------------------------------------------------------------
Security: F12033134
Meeting Type: MIX
Meeting Date: 29-Apr-2021
Ticker:
ISIN: FR0000120644
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
CMMT 14 APR 2021: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/balo/d
ocument/202104142100917-45 AND PLEASE NOTE
THAT THIS IS A REVISION DUE TO MODIFICATION
OF COMMENT AND CHANGE IN NUMBERING OF ALL
RESOLUTIONS AND CHANGE IN TEXT OF COMMENT
AND RECEIPT OF UPDATED BALO. IF YOU HAVE
ALREADY SENT IN YOUR VOTES TO MID 541236,
PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS
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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU AND PLEASE NOTE THAT
SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT
THIS MEETING. IF NO SHAREHOLDER DETAILS ARE
PROVIDED, YOUR INSTRUCTION MAY CARRY A
HEIGHTENED RISK OF BEING REJECTED. THANK
YOU
CMMT 07 APR 2021: PLEASE NOTE THAT THIS IS AN Non-Voting
AMENDMENT TO MEETING ID 535348 DUE TO
RECEIPT OF ADDITIONAL RESOLUTIONS 27 AND
28. 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 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2020
2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2020
3 ALLOCATION OF INCOME FOR THE FINANCIAL YEAR Mgmt For For
ENDED 31 DECEMBER 2020 AND SETTING OF THE
DIVIDEND AT 1.94 EUROS PER SHARE
4 RENEWAL OF THE TERM OF OFFICE OF MR. GUIDO Mgmt For For
BARILLA AS DIRECTOR
5 RENEWAL OF THE TERM OF OFFICE OF MRS. Mgmt For For
CECILE CABANIS AS DIRECTOR
6 RENEWAL OF THE TERM OF OFFICE OF MR. MICHEL Mgmt Against Against
LANDEL AS DIRECTOR PURSUANT TO PARAGRAPH 2
OF ARTICLE 15-II OF THE BY-LAWS
7 RENEWAL OF THE TERM OF OFFICE OF MRS. Mgmt For For
SERPIL TIMURAY AS DIRECTOR
8 RATIFICATION OF THE CO-OPTATION OF MR. Mgmt For For
GILLES SCHNEPP AS DIRECTOR, AS A
REPLACEMENT FOR MR. GREGG L. ENGLES, WHO
RESIGNED
9 APPROVAL OF THE AGREEMENTS SUBJECT TO THE Mgmt For For
PROVISIONS OF ARTICLES L.225-38 AND
FOLLOWING OF THE FRENCH COMMERCIAL CODE
CONCLUDED BY THE COMPANY WITH THE SICAV
DANONE COMMUNITIES
10 APPROVAL OF THE INFORMATION RELATING TO THE Mgmt For For
REMUNERATION OF CORPORATE OFFICERS
MENTIONED IN SECTION I OF ARTICLE L.22-10-9
OF THE FRENCH COMMERCIAL CODE FOR THE
FINANCIAL YEAR 2020
11 APPROVAL OF THE COMPENSATION ELEMENTS PAID Mgmt For For
DURING OR AWARDED IN RESPECT OF THE
FINANCIAL YEAR ENDED 31 DECEMBER 2020 TO
MR. EMMANUEL FABER, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
12 APPROVAL OF THE REMUNERATION POLICY FOR Mgmt For For
EXECUTIVE CORPORATE OFFICERS FOR THE
FINANCIAL YEAR 2021
13 SETTING OF THE OVERALL ANNUAL REMUNERATION Mgmt For For
AMOUNT OF DIRECTORS
14 APPROVAL OF THE REMUNERATION POLICY FOR THE Mgmt For For
DIRECTORS FOR THE FINANCIAL YEAR 2021
15 AUTHORIZATION TO BE GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO PURCHASE, RETAIN OR
TRANSFER SHARES OF THE COMPANY
16 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO ISSUE COMMON SHARES
AND TRANSFERABLE SECURITIES, WITH RETENTION
OF THE SHAREHOLDERS' PRE-EMPTIVE
SUBSCRIPTION RIGHT
17 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO ISSUE COMMON SHARES
AND TRANSFERABLE SECURITIES, WITH
CANCELLATION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT, BUT WITH
THE OBLIGATION TO GRANT A PRIORITY RIGHT
18 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN CASE OF A CAPITAL INCREASE
WITH CANCELLATION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT, IN ORDER TO
INCREASE THE NUMBER OF SECURITIES TO BE
ISSUED
19 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO ISSUE COMMON SHARES
AND TRANSFERABLE SECURITIES, WITHOUT THE
SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION
RIGHT, IN THE EVENT OF A PUBLIC EXCHANGE
OFFER INITIATED BY THE COMPANY
20 DELEGATION OF POWERS TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO ISSUE COMMON SHARES
AND TRANSFERABLE SECURITIES, WITHOUT THE
SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION
RIGHT, TO REMUNERATE CONTRIBUTIONS IN KIND
GRANTED TO THE COMPANY AND CONSTITUTED OF
EQUITY SECURITIES OR TRANSFERABLE
SECURITIES GRANTING ACCESS TO THE CAPITAL
21 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO INCREASE THE
COMPANY'S CAPITAL BY INCORPORATION OF
RESERVES, PROFITS, PREMIUMS OR OTHER
AMOUNTS WHOSE CAPITALISATION WOULD BE
ALLOWED
22 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO ISSUE COMMON SHARES
AND TRANSFERABLE SECURITIES RESERVED FOR
EMPLOYEES WHO ARE MEMBERS OF A COMPANY
SAVINGS PLAN AND/OR FOR TRANSFERS OF
RESERVED SECURITIES, WITHOUT THE
SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION
RIGHT
23 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO ISSUE COMMON SHARES
AND TRANSFERABLE SECURITIES, WITH
CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT, RESERVED FOR CATEGORIES
OF BENEFICIARIES CONSISTING OF EMPLOYEES
WORKING IN FOREIGN COMPANIES OF THE DANONE
GROUP, OR IN A SITUATION OF INTERNATIONAL
MOBILITY, IN THE CONTEXT OF EMPLOYEE
SHAREHOLDING OPERATIONS
24 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS TO PROCEED WITH ALLOCATIONS OF
EXISTING SHARES OR SHARES TO BE ISSUED OF
THE COMPANY, WITHOUT THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT
25 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt Against Against
DIRECTORS IN ORDER TO REDUCE THE CAPITAL BY
CANCELLING SHARES
26 POWERS TO CARRY OUT FORMALITIES Mgmt For For
27 APPROVAL OF THE COMPENSATION POLICY FOR Mgmt For For
EXECUTIVE CORPORATE OFFICERS ON AN INTERIM
BASIS FOR THE FINANCIAL YEAR 2021
28 APPROVAL OF THE ELEMENTS OF COMPENSATION Mgmt For For
PAID DURING OR AWARDED IN RESPECT OF THE
FINANCIAL YEAR 2021 TO MR. EMMANUEL FABER,
CHAIRMAN AND CHIEF EXECUTIVE OFFICER, UNTIL
HIS DEPARTURE
--------------------------------------------------------------------------------------------------------------------------
EATON CORPORATION PLC Agenda Number: 935349692
--------------------------------------------------------------------------------------------------------------------------
Security: G29183103
Meeting Type: Annual
Meeting Date: 28-Apr-2021
Ticker: ETN
ISIN: IE00B8KQN827
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Craig Arnold Mgmt For For
1B. Election of Director: Christopher M. Connor Mgmt Against Against
1C. Election of Director: Olivier Leonetti Mgmt Against Against
1D. Election of Director: Deborah L. McCoy Mgmt Against Against
1E. Election of Director: Silvio Napoli Mgmt Against Against
1F. Election of Director: Gregory R. Page Mgmt Against Against
1G. Election of Director: Sandra Pianalto Mgmt Against Against
1H. Election of Director: Lori J. Ryerkerk Mgmt For For
1I. Election of Director: Gerald B. Smith Mgmt Against Against
1J. Election of Director: Dorothy C. Thompson Mgmt Against Against
2. Approving the appointment of Ernst & Young Mgmt Against Against
as independent auditor for 2021 and
authorizing the Audit Committee of the
Board of Directors to set its remuneration.
3. Advisory approval of the Company's Mgmt Against Against
executive compensation.
4. Approving a proposal to grant the Board Mgmt For For
authority to issue shares.
5. Approving a proposal to grant the Board Mgmt For For
authority to opt out of pre-emption rights.
6. Authorizing the Company and any subsidiary Mgmt For For
of the Company to make overseas market
purchases of Company shares.
--------------------------------------------------------------------------------------------------------------------------
EBAY INC. Agenda Number: 935418790
--------------------------------------------------------------------------------------------------------------------------
Security: 278642103
Meeting Type: Annual
Meeting Date: 15-Jun-2021
Ticker: EBAY
ISIN: US2786421030
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Anthony J. Bates Mgmt Against Against
1B. Election of Director: Adriane M. Brown Mgmt For For
1C. Election of Director: Diana Farrell Mgmt For For
1D. Election of Director: Logan D. Green Mgmt For For
1E. Election of Director: Bonnie S. Hammer Mgmt For For
1F. Election of Director: E. Carol Hayles Mgmt For For
1G. Election of Director: Jamie Iannone Mgmt For For
1H. Election of Director: Kathleen C. Mitic Mgmt Against Against
1I. Election of Director: Matthew J. Murphy Mgmt For For
1J. Election of Director: Paul S. Pressler Mgmt For For
1K. Election of Director: Mohak Shroff Mgmt For For
1L. Election of Director: Robert H. Swan Mgmt For For
1M. Election of Director: Perry M. Traquina Mgmt Against Against
2. Ratification of appointment of independent Mgmt Against Against
auditors.
3. Advisory vote to approve named executive Mgmt Against Against
officer compensation.
4. Executive Compensation, if properly Shr For Against
presented.
5. Right to Act by Written Consent, if Shr For Against
properly presented.
--------------------------------------------------------------------------------------------------------------------------
ECOLAB INC. Agenda Number: 935355405
--------------------------------------------------------------------------------------------------------------------------
Security: 278865100
Meeting Type: Annual
Meeting Date: 06-May-2021
Ticker: ECL
ISIN: US2788651006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Douglas M. Baker, Jr. Mgmt For For
1B. Election of Director: Shari L. Ballard Mgmt For For
1C. Election of Director: Barbara J. Beck Mgmt Against Against
1D. Election of Director: Christophe Beck Mgmt For For
1E. Election of Director: Jeffrey M. Ettinger Mgmt Against Against
1F. Election of Director: Arthur J. Higgins Mgmt Against Against
1G. Election of Director: Michael Larson Mgmt For For
1H. Election of Director: David W. MacLennan Mgmt Against Against
1I. Election of Director: Tracy B. McKibben Mgmt For For
1J. Election of Director: Lionel L. Nowell, III Mgmt For For
1K. Election of Director: Victoria J. Reich Mgmt Against Against
1L. Election of Director: Suzanne M. Vautrinot Mgmt Against Against
1M. Election of Director: John J. Zillmer Mgmt Against Against
2. Ratify the appointment of Mgmt Against Against
PricewaterhouseCoopers LLP as independent
registered public accounting firm for the
current year ending December 31, 2021.
3. Advisory vote to approve the compensation Mgmt Against Against
of executives disclosed in the Proxy
Statement.
4. Stockholder proposal regarding proxy Shr For Against
access, if properly presented.
--------------------------------------------------------------------------------------------------------------------------
ESSILORLUXOTTICA SA Agenda Number: 713823537
--------------------------------------------------------------------------------------------------------------------------
Security: F31665106
Meeting Type: MIX
Meeting Date: 21-May-2021
Ticker:
ISIN: FR0000121667
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 538215 DUE TO RECEIVED CHANGE IN
NUMBERING OF RESOLUTIONS AND DELETION OF
COMMENT. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL
NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU
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/balo/d
ocument/202103262100665-37
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 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
1 THE SHAREHOLDERS' MEETING, AFTER HAVING Mgmt For For
REVIEWED THE REPORTS OF THE BOARD OF
DIRECTORS AND THE AUDITORS, APPROVES THE
COMPANY'S FINANCIAL STATEMENTS FOR THE
FISCAL YEAR THAT ENDED IN 2020, AS
PRESENTED TO THE MEETING, SHOWING NET
EARNINGS AMOUNTING TO EUR 612,847,956.76.
THE SHAREHOLDERS' MEETING ACKNOWLEDGES THAT
NO EXPENSES AND CHARGES THAT ARE NOT
TAX-DEDUCTIBLE WERE RECORDED FOR SAID
FINANCIAL YEAR
2 THE SHAREHOLDERS' MEETING, AFTER HAVING Mgmt For For
REVIEWED THE REPORTS OF THE BOARD OF
DIRECTORS AND THE AUDITORS, APPROVES THE
CONSOLIDATED FINANCIAL STATEMENTS FOR SAID
FISCAL YEAR, AS PRESENTED TO THE MEETING,
SHOWING A NET INCOME AMOUNTING TO EUR
148,612,000.00, OF WHICH GROUP SHARE
AMOUNTING TO EUR 84,537,000.00
3 THE MEETING RESOLVES TO ALLOCATE THE Mgmt Against Against
EARNINGS FOR THE YEAR ORIGIN EARNINGS: EUR
612,847,956.76 RETAINED EARNINGS: EUR
(57,813,905.20) LEGAL RESERVE: EUR
(220,021.74) DISTRIBUTABLE INCOME: EUR
554,814,029.82 SHARE PREMIUMS: EUR
22,061,479,287.27 OTHER RESERVES: EUR
2,057,542,518.52 DISTRIBUTABLE AMOUNTS: EUR
24,673,835,835.61 ALLOCATION STATUTORY
DIVIDEND OF 6 PERCENT: EUR 4,741,395.35
ADDITIONAL DIVIDEND: EUR 971,954,165.69
TOTAL DIVIDENDS: EUR 976,695,561.04 (EUR
502,556,026.00 (EUR 1.15) OF INTERIM
DIVIDEND PAID ON DECEMBER 28TH AND EUR
474,139.535.04 (EUR 1.08) AS BALANCE) SHARE
PREMIUMS: EUR 22,061,479,287.27 OTHER
RESERVES: EUR 1,635,660,987.27 SHAREHOLDERS
ARE GRANTED A DIVIDEND OF EUR 2.23 PER
ORDINARY SHARE PAID IN CASH OR IN NEW
SHARES ON JUNE 21ST 2021. OPTION EFFECTIVE
FROM JUNE 1ST TO 14TH 2021 THEN PAID IN
CASH. DIVIDENDS PAID: EUR 2.04 FOR 2018 AND
EUR 1.53 FOR 2017
4 THE SHAREHOLDERS' MEETING, AFTER REVIEWING Mgmt For For
THE SPECIAL REPORT OF THE AUDITORS ON
AGREEMENTS GOVERNED BY ARTICLE L. 225-38 ET
SEQ. OF THE FRENCH COMMERCIAL CODE,
APPROVES THE CONCLUSIONS OF SAID REPORT AND
THE AGREEMENTS REFERRED TO THEREIN
5 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Against Against
INFORMATION RELATED TO THE COMPENSATION AND
THE BENEFITS OR PERKS OF ANY KIND PAID OR
AWARDED TO THE CORPORATE OFFICERS FOR SAID
FISCAL YEAR, IN ACCORDANCE WITH THE ARTICLE
L.22-10-9 OF THE FRENCH COMMERCIAL CODE
6 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Against Against
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS OF ANY KIND PAID OR
AWARDED TO MR. LEONARDO DEL VECCHIO, CHIEF
EXECUTIVE OFFICER UNTIL DECEMBER 17TH 2020
AND CHAIRMAN OF THE BOARD OF DIRECTORS
SINCE THAT DATE, FOR SAID FISCAL YEAR
7 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Against Against
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS OF ANY KIND PAID OR
AWARDED TO MR. HUBERT SAGNIERES,
VICE-CHAIRMAN DEPUTY MANAGING DIRECTOR
UNTIL DECEMBER 17TH 2020 AND VICE-CHAIRMAN
OF THE BOARD OF DIRECTORS SINCE THAT DATE,
FOR SAID FISCAL YEAR
8 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
COMPENSATION POLICY APPLICABLE TO THE
CORPORATE OFFICERS FOR THE PERIOD FROM
JANUARY 1ST TO THE SHAREHOLDERS' MEETING
9 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Against Against
COMPENSATION POLICY APPLICABLE TO THE
CORPORATE OFFICERS FOR THE PERIOD AFTER THE
SHAREHOLDERS' MEETING
10 THE SHAREHOLDERS' MEETING AUTHORISES THE Mgmt Against Against
BOARD OF DIRECTORS TO BUY BACK THE
COMPANY'S ORDINARY SHARES ON THE OPEN
MARKET, SUBJECT TO THE CONDITIONS DESCRIBED
BELOW: MAXIMUM PURCHASE PRICE: EUR 200.00,
MAXIMUM NUMBER OF ORDINARY SHARES TO BE
ACQUIRED: 10 PERCENT OF THE SHARES
COMPOSING THE SHARE CAPITAL, GIVEN THAT THE
COMPANY MAY NOT HOLD IN ANY CASE MORE THAN
10 PERCENT OF ITS OWN SHARE CAPITAL. THIS
AUTHORISATION IS GIVEN FOR AN 18-MONTH
PERIOD AND SUPERSEDES THE FRACTION UNUSED
OF THE AUTHORISATION GIVEN BY THE
EXTRAORDINARY SHAREHOLDERS' MEETING OF JUNE
25TH 2020 IN RESOLUTION NR, 11. THE
SHAREHOLDERS' MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
11 THE SHAREHOLDERS' MEETING RESOLVES TO BRING Mgmt For For
THE ARTICLES OF THE BYLAWS INTO CONFORMITY
WITH THE LEGAL AND REGULATORY PROVISIONS OF
THE PACTE LAW AND TO AMEND, CONSEQUENTLY,
THE ARTICLES AS FOLLOWS: - ARTICLE NUMBER
4: 'HEAD OFFICE' OF THE BYLAWS, - ARTICLE
NUMBER 9: 'FORM OF THE SHARES' OF THE
BYLAWS, - ARTICLE NUMBER 11: 'BOARD OF
DIRECTORS' OF THE BYLAWS, - ARTICLE NUMBER
14: 'COMPENSATION OF THE DIRECTORS' OF THE
BYLAWS, - ARTICLE NUMBER 16: 'MEETINGS AND
DECISIONS OF THE BOARD OF DIRECTORS' OF THE
BYLAWS, - ARTICLE NUMBER 23: 'GENERAL
RULES' OF THE BYLAWS
12 THE SHAREHOLDERS' MEETING DECIDES TO AMEND Mgmt For For
ARTICLE NUMBER 13: 'DIRECTORS' TERM OF
OFFICE' OF THE BYLAWS
13 THE SHAREHOLDERS' MEETING DECIDES TO AMEND: Mgmt For For
- ARTICLE NUMBER 15: 'CHAIRMAN AND
VICE-CHAIRMAN OF THE BOARD OF DIRECTORS' OF
THE BYLAWS, - ARTICLE NUMBER 16: 'MEETINGS
AND DECISIONS OF THE BOARD OF DIRECTORS' OF
THE BYLAWS, - ARTICLE NUMBER 23: 'GENERAL
RULES' OF THE BYLAWS
14 THE SHAREHOLDERS' MEETING GRANTS ALL POWERS Mgmt Against Against
TO THE BOARD OF DIRECTORS TO REDUCE THE
SHARE CAPITAL, ON ONE OR MORE OCCASIONS, BY
CANCELLING ALL OR PART OF THE SHARES HELD
BY THE COMPANY IN CONNECTION WITH THE STOCK
REPURCHASE PLAN AUTHORISED BY THE BOARD OF
DIRECTORS, UP TO A MAXIMUM OF 10 PERCENT OF
THE SHARE CAPITAL OVER A 24-MONTH PERIOD.
THIS AUTHORISATION IS GIVEN FOR A 26-MONTH
PERIOD AND SUPERSEDES ANY AND ALL EARLIER
DELEGATIONS TO THE SAME EFFECT. THE
SHAREHOLDERS' MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
15 THE SHAREHOLDERS' MEETING AUTHORISES THE Mgmt Against Against
BOARD OF DIRECTORS TO GRANT, FOR FREE, ON
ONE OR MORE OCCASIONS, EXISTING SHARES OF
THE COMPANY, IN FAVOUR OF THE EMPLOYEES OR
THE MANAGING CORPORATE OFFICERS OF THE
COMPANY AND COMPANIES IN WHICH IT DIRECTLY
OR INDIRECTLY HOLDS AT LEAST 10 PERCENT OF
THE SHARE CAPITAL OR VOTING RIGHTS. THEY
MAY NOT REPRESENT MORE THAN 2.5 PERCENT OF
THE SHARE CAPITAL, GIVEN THAT THE NUMBER OF
PERFORMANCE SHARES ALLOCATED TO EACH
MANAGING CORPORATE OFFICER SHALL NOT EXCEED
3.5 PERCENT OF THE OVERALL FREE ALLOCATIONS
OF SHARES AND STOCK OPTIONS CARRIED OUT
EACH YEAR. THE PRESENT DELEGATION IS GIVEN
FOR A 38-MONTH PERIOD AND SUPERSEDES THE
FRACTION UNUSED OF THE AUTHORISATION GIVEN
BY THE EXTRAORDINARY SHAREHOLDERS' MEETING
OF NOVEMBER 29TH 2018 IN RESOLUTION NR, 7.
THE SHAREHOLDERS' MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
16 THE SHAREHOLDERS' MEETING DELEGATES TO THE Mgmt For For
BOARD OF DIRECTORS THE NECESSARY POWERS TO
INCREASE THE CAPITAL, ON ONE OR MORE
OCCASIONS, IN FRANCE OR ABROAD, BY A
MAXIMUM NOMINAL AMOUNT OF 5 PERCENT OF THE
SHARE CAPITAL, BY ISSUANCE OF COMPANY'S
ORDINARY SHARES AND-OR SECURITIES GIVING
ACCESS TO SHARES OF THE COMPANY OR ANOTHER
COMPANY OR GIVING RIGHT TO THE ALLOCATION
OF DEBT SECURITIES, WITH PREFERENTIAL
SUBSCRIPTION RIGHTS MAINTAINED. THE MAXIMUM
NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY
BE ISSUED SHALL NOT EXCEED EUR
1,500,000,000.00. THIS AUTHORISATION IS
GRANTED FOR A 26-MONTH PERIOD AND
SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORISATION GIVEN BY THE EXTRAORDINARY
SHAREHOLDERS' MEETING OF MAY 16TH 2019 IN
RESOLUTION NR, 16. THE SHAREHOLDERS'
MEETING DELEGATES ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
17 THE SHAREHOLDERS' MEETING DELEGATES TO THE Mgmt For For
BOARD OF DIRECTORS ALL POWERS IN ORDER TO
INCREASE THE SHARE CAPITAL, IN ONE OR MORE
OCCASIONS AND AT ITS SOLE DISCRETION, UP TO
A MAXIMUM NOMINAL AMOUNT OF EUR
500,000,000.00, BY WAY OF CAPITALIZING
RESERVES, PROFITS, PREMIUMS OR OTHER MEANS,
PROVIDED THAT SUCH CAPITALIZATION IS
ALLOWED BY LAW AND UNDER THE BYLAWS. THIS
AUTHORISATION IS GRANTED FOR A 26-MONTH
PERIOD AND SUPERSEDES THE FRACTION UNUSED
OF THE AUTHORISATION GIVEN BY THE
EXTRAORDINARY SHAREHOLDERS' MEETING OF MAY
16TH 2019 IN RESOLUTION NR, 17. THE
SHAREHOLDERS' MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
18 THE SHAREHOLDERS' MEETING AUTHORISES THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL, ON ONE OR MORE OCCASIONS, AT ITS
SOLE DISCRETION, IN FAVOUR OF ELIGIBLE
EMPLOYEES, CORPORATE OFFICERS AND FORMER
EMPLOYEES WHO ARE MEMBERS OF A COMPANY
SAVINGS PLAN, WITH CANCELLATION OF
PREFERENTIAL SUBSCRIPTION RIGHTS, BY
ISSUANCE OF NEW SHARES TO BE SUBSCRIBED IN
CASH AND, IF SO, SECURITIES GIVING ACCESS
TO THE SHARE CAPITAL. THE MAXIMUM NUMBER OF
COMPANY'S SHARES TO BE ISSUED UNDER THIS
DELEGATION OF AUTHORITY SHALL NOT EXCEED
0.5 PERCENT OF THE SHARE CAPITAL. THIS
AUTHORISATION IS GRANTED FOR A 26-MONTH
PERIOD AND SUPERSEDES THE FRACTION UNUSED
OF THE AUTHORISATION GIVEN BY THE
EXTRAORDINARY SHAREHOLDERS' MEETING OF JUNE
25TH 2020 IN RESOLUTION NR, 12. THE
SHAREHOLDERS' MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
19 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MR. LEONARDO DEL VECCHIO AS
DIRECTOR FOR A 3-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2023
FISCAL YEAR, GIVEN THAT IN THE ABSENCE OF
THE APPROVAL OF RESOLUTION NUMBER 12, THIS
TERM OF OFFICE IS RENEWED FOR A PERIOD AS
DETERMINED IN RESOLUTION NUMBER 31
20 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt Against Against
APPOINTMENT OF MR. ROMOLO BARDIN AS
DIRECTOR FOR A 3-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2023
FISCAL YEAR, GIVEN THAT IN THE ABSENCE OF
THE APPROVAL OF RESOLUTION NUMBER 12, THIS
TERM OF OFFICE IS RENEWED FOR A PERIOD AS
DETERMINED IN RESOLUTION NUMBER 31
21 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MRS. JULIETTE FAVRE AS
DIRECTOR FOR A 3-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2023
FISCAL YEAR, GIVEN THAT IN THE ABSENCE OF
THE APPROVAL OF RESOLUTION NUMBER 12, THIS
TERM OF OFFICE IS RENEWED FOR A PERIOD AS
DETERMINED IN RESOLUTION NUMBER 31
22 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MR. FRANCESCO MILLERI AS
DIRECTOR FOR A 3-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2023
FISCAL YEAR, GIVEN THAT IN THE ABSENCE OF
THE APPROVAL OF RESOLUTION NUMBER 12, THIS
TERM OF OFFICE IS RENEWED FOR A PERIOD AS
DETERMINED IN RESOLUTION NUMBER 31
23 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MR. PAUL DU SAILLANT AS
DIRECTOR FOR A 3-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2023
FISCAL YEAR, GIVEN THAT IN THE ABSENCE OF
THE APPROVAL OF RESOLUTION NUMBER 12, THIS
TERM OF OFFICE IS RENEWED FOR A PERIOD AS
DETERMINED IN RESOLUTION NUMBER 31
24 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MRS. CHRISTINA SCOCCHIA AS
DIRECTOR FOR A 3-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2023
FISCAL YEAR, GIVEN THAT IN THE ABSENCE OF
THE APPROVAL OF RESOLUTION NUMBER 12, THIS
TERM OF OFFICE IS RENEWED FOR A PERIOD AS
DETERMINED IN RESOLUTION NUMBER 31
25 THE SHAREHOLDERS' MEETING APPOINTS MR. Mgmt Against Against
JEAN-LUC BIAMONTI AS DIRECTOR FOR A 3-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2023 FISCAL YEAR, GIVEN
THAT IN THE ABSENCE OF THE APPROVAL OF
RESOLUTION NUMBER 12, THIS TERM OF OFFICE
IS RENEWED FOR A PERIOD AS DETERMINED IN
RESOLUTION NUMBER 31
26 THE SHAREHOLDERS' MEETING APPOINTS MRS. Mgmt For For
MARIE-CHRISTINE COISNE AS DIRECTOR FOR A
3-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2023 FISCAL YEAR, GIVEN
THAT IN THE ABSENCE OF THE APPROVAL OF
RESOLUTION NUMBER 12, THIS TERM OF OFFICE
IS RENEWED FOR A PERIOD AS DETERMINED IN
RESOLUTION NUMBER 31
27 THE SHAREHOLDERS' MEETING APPOINTS MR. JOSE Mgmt For For
GONZALO AS DIRECTOR FOR A 3-YEAR PERIOD,
I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED
TO RULE ON THE FINANCIAL STATEMENTS FOR THE
2023 FISCAL YEAR, GIVEN THAT IN THE ABSENCE
OF THE APPROVAL OF RESOLUTION NUMBER 12,
THIS TERM OF OFFICE IS RENEWED FOR A PERIOD
AS DETERMINED IN RESOLUTION NUMBER 31
28 THE SHAREHOLDERS' MEETING APPOINTS MRS. Mgmt For For
SWATI PIRAMAL AS DIRECTOR FOR A 3-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2023 FISCAL YEAR, GIVEN
THAT IN THE ABSENCE OF THE APPROVAL OF
RESOLUTION NUMBER 12, THIS TERM OF OFFICE
IS RENEWED FOR A PERIOD AS DETERMINED IN
RESOLUTION NUMBER 31
29 THE SHAREHOLDERS' MEETING APPOINTS MRS. Mgmt For For
NATHALIE VON SIEMENS AS DIRECTOR FOR A
3-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2023 FISCAL YEAR, GIVEN
THAT IN THE ABSENCE OF THE APPROVAL OF
RESOLUTION NUMBER 12, THIS TERM OF OFFICE
IS RENEWED FOR A PERIOD AS DETERMINED IN
RESOLUTION NUMBER 31
30 THE SHAREHOLDERS' MEETING APPOINTS MR. Mgmt For For
ANDREA ZAPPIA AS DIRECTOR FOR A 3-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2023 FISCAL YEAR, GIVEN
THAT IN THE ABSENCE OF THE APPROVAL OF
RESOLUTION NUMBER 12, THIS TERM OF OFFICE
IS RENEWED FOR A PERIOD AS DETERMINED IN
RESOLUTION NUMBER 31
31 THE SHAREHOLDERS' MEETING RESOLVES THAT IF Mgmt For For
THE RESOLUTION NUMBER 12 OF THIS MEETING IS
NOT ADOPTED, 4 DIRECTORS RENEWED OR
APPOINTED WITH THE USE OF THE RESOLUTIONS
NUMBER 19 TO 30 (INCLUSIVE) WILL BE RENEWED
OR APPOINTED, AS APPROPRIATE, FOR A 2-YEAR
PERIOD, WHEREAS ALL THE OTHERS WILL BE
RENEWED OR APPOINTED, AS APPROPRIATE, FOR A
3-YEAR PERIOD. THE 4 DIRECTORS RENEWED OR
APPOINTED, AS APPROPRIATE, FOR 2 YEARS WILL
BE DRAWN BY LOTS
32 THE SHAREHOLDERS' MEETING GRANTS FULL Mgmt For For
POWERS TO THE BEARER OF AN ORIGINAL, A COPY
OR EXTRACT OF THE MINUTES OF THIS MEETING
TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
--------------------------------------------------------------------------------------------------------------------------
GEBERIT AG Agenda Number: 713679491
--------------------------------------------------------------------------------------------------------------------------
Security: H2942E124
Meeting Type: OGM
Meeting Date: 14-Apr-2021
Ticker:
ISIN: CH0030170408
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
ARE REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU.
CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting
AGENDA AND MEETING ATTENDANCE REQUESTS
ONLY. PLEASE ENSURE THAT YOU HAVE FIRST
VOTED IN FAVOUR OF THE REGISTRATION OF
SHARES IN PART 1 OF THE MEETING. IT IS A
MARKET REQUIREMENT FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A REGISTERED LOCATION AT THE CSD,
AND SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE.
THEREFORE WHILST THIS DOES NOT PREVENT THE
TRADING OF SHARES, ANY THAT ARE REGISTERED
MUST BE FIRST DEREGISTERED IF REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT REPRESENTATIVE
1 APPROVAL OF THE BUSINESS AND FINANCIAL Mgmt Split 80% For Split
REVIEW, THE FINANCIAL STATEMENTS AND THE
CONSOLIDATED FINANCIAL STATEMENTS FOR 2020,
ACCEPTANCE OF THE AUDITORS' REPORTS
2 RESOLUTION ON THE APPROPRIATION OF Mgmt Split 80% Against Split
AVAILABLE EARNINGS: CHF 11.40 PER SHARE
3 FORMAL APPROVAL OF THE ACTIONS OF THE BOARD Mgmt Split 80% Against Split
OF DIRECTORS
4.1.1 RE-ELECTION OF ALBERT M. BAEHNY AS A MEMBER Mgmt Split 80% For Split
OF THE BOARD OF DIRECTORS AND AS CHAIRMAN
OF THE BOARD OF DIRECTORS
4.1.2 RE-ELECTION OF FELIX R. EHRAT: THE BOARD OF Mgmt Split 80% Against Split
DIRECTORS PROPOSES THAT FELIX R. EHRAT BE
RE-ELECTED AS A MEMBER OF THE BOARD OF
DIRECTORS UNTIL THE CLOSING OF THE NEXT
ORDINARY GENERAL MEETING
4.1.3 RE-ELECTION OF WERNER KARLEN: THE BOARD OF Mgmt Split 80% For Split
DIRECTORS PROPOSES THAT WERNER KARLEN BE
RE-ELECTED AS A MEMBER OF THE BOARD OF
DIRECTORS UNTIL THE CLOSING OF THE NEXT
ORDINARY GENERAL MEETING
4.1.4 RE-ELECTION OF BERNADETTE KOCH: THE BOARD Mgmt Split 80% Against Split
OF DIRECTORS PROPOSES THAT BERNADETTE KOCH
BE RE-ELECTED AS A MEMBER OF THE BOARD OF
DIRECTORS UNTIL THE CLOSING OF THE NEXT
ORDINARY GENERAL MEETING
4.1.5 RE-ELECTION OF EUNICE ZEHNDER-LAI: THE Mgmt Split 80% For Split
BOARD OF DIRECTORS PROPOSES THAT EUNICE
ZEHNDER-LAI BE RE-ELECTED AS A MEMBER OF
THE BOARD OF DIRECTORS UNTIL THE CLOSING OF
THE NEXT ORDINARY GENERAL MEETING
4.1.6 ELECTION OF THOMAS BACHMANN: THE BOARD OF Mgmt Split 80% For Split
DIRECTORS PROPOSES THAT THOMAS BACHMANN BE
ELECTED AS A MEMBER OF THE BOARD OF
DIRECTORS UNTIL THE CLOSING OF THE NEXT
ORDINARY GENERAL MEETING
4.2.1 RE-ELECTION OF WERNER KARLEN: THE BOARD OF Mgmt Split 80% Against Split
DIRECTORS PROPOSES THAT WERNER KARLEN BE
RE-ELECTED AS A MEMBER OF THE COMPENSATION
COMMITTEE UNTIL THE CLOSING OF THE NEXT
ORDINARY GENERAL MEETING
4.2.2 RE-ELECTION OF EUNICE ZEHNDER-LAI: THE Mgmt Split 80% Against Split
BOARD OF DIRECTORS PROPOSES THAT EUNICE
ZEHNDER-LAI BE RE-ELECTED AS A MEMBER OF
THE COMPENSATION COMMITTEE UNTIL THE
CLOSING OF THE NEXT ORDINARY GENERAL
MEETING. IF EUNICE ZEHNDER-LAI IS
RE-ELECTED AS A MEMBER OF THE COMPENSATION
COMMITTEE, THE BOARD OF DIRECTORS INTENDS
TO APPOINT HER AS CHAIRWOMAN OF THE
COMPENSATION COMMITTEE
4.2.3 ELECTION OF THOMAS BACHMANN: THE BOARD OF Mgmt Split 80% For Split
DIRECTORS PROPOSES THAT THOMAS BACHMANN BE
ELECTED AS A MEMBER OF THE COMPENSATION
COMMITTEE UNTIL THE CLOSING OF THE NEXT
ORDINARY GENERAL MEETING
5 RE-ELECTION OF THE INDEPENDENT PROXY: THE Mgmt Split 80% For Split
BOARD OF DIRECTORS PROPOSES THAT THE
LAWYER'S OFFICE HBA RECHTSANWALTE AG,
ZURICH, REPRESENTED BY ROGER MULLER,
LAWYER, BE RE-ELECTED AS THE INDEPENDENT
PROXY UNTIL THE CLOSING OF THE NEXT
ORDINARY GENERAL MEETING
6 RE-APPOINTMENT OF THE AUDITORS: THE BOARD Mgmt Split 80% Against Split
OF DIRECTORS PROPOSES THAT
PRICEWATERHOUSECOOPERS AG BE RE-APPOINTED
AS AUDITORS FOR THE 2021 BUSINESS YEAR
7.1 CONSULTATIVE VOTE ON THE 2020 REMUNERATION Mgmt Split 80% Against Split
REPORT
7.2 APPROVAL OF THE MAXIMUM AGGREGATE Mgmt Split 80% For Split
REMUNERATION AMOUNT FOR THE MEMBERS OF THE
BOARD OF DIRECTORS FOR THE PERIOD UNTIL THE
NEXT ORDINARY GENERAL MEETING
7.3 APPROVAL OF THE MAXIMUM AGGREGATE Mgmt Split 80% Against Split
REMUNERATION AMOUNT FOR THE MEMBERS OF THE
GROUP EXECUTIVE BOARD FOR THE BUSINESS YEAR
2022
8 REDUCTION IN CAPITAL: REDUCTION IN THE Mgmt Split 80% Against Split
SHARE CAPITAL BY CANCELLING 1,167,094 OF
THE COMPANY'S SHARES THAT WERE ACQUIRED AS
PART OF THE SHARE BUYBACK PROGRAMME
ANNOUNCED ON 6 JUNE 2017 AND CONCLUDED ON
30 APRIL 2020 AS WELL AS THE SHARE BUYBACK
PROGRAMME STARTED ON 17 SEPTEMBER 2020, NOT
CONCLUDED YET
--------------------------------------------------------------------------------------------------------------------------
INTUITIVE SURGICAL, INC. Agenda Number: 935347460
--------------------------------------------------------------------------------------------------------------------------
Security: 46120E602
Meeting Type: Annual
Meeting Date: 22-Apr-2021
Ticker: ISRG
ISIN: US46120E6023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Craig H. Barratt, Mgmt For For
Ph.D.
1B. Election of Director: Joseph C. Beery Mgmt For For
1C. Election of Director: Gary S. Guthart, Mgmt For For
Ph.D.
1D. Election of Director: Amal M. Johnson Mgmt Against Against
1E. Election of Director: Don R. Kania, Ph.D. Mgmt Against Against
1F. Election of Director: Amy L. Ladd, M.D. Mgmt Against Against
1G. Election of Director: Keith R. Leonard, Jr. Mgmt Against Against
1H. Election of Director: Alan J. Levy, Ph.D. Mgmt Against Against
1I. Election of Director: Jami Dover Nachtsheim Mgmt Against Against
1J. Election of Director: Monica P. Reed, M.D. Mgmt For For
1K. Election of Director: Mark J. Rubash Mgmt Against Against
2. To approve, by advisory vote, the Mgmt Against Against
compensation of the Company's Named
Executive Officers.
3. The ratification of appointment of Mgmt Against Against
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for the fiscal year ending December
31, 2021.
4. To approve the Company's Amended and Mgmt Against Against
Restated 2010 Incentive Award Plan.
--------------------------------------------------------------------------------------------------------------------------
KBC GROUPE SA Agenda Number: 713773124
--------------------------------------------------------------------------------------------------------------------------
Security: B5337G162
Meeting Type: AGM
Meeting Date: 06-May-2021
Ticker:
ISIN: BE0003565737
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) MAY BE REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1 REVIEW OF THE COMBINED ANNUAL REPORT OF THE Non-Voting
BOARD OF DIRECTORS OF KBC GROUP NV ON THE
COMPANY AND CONSOLIDATED ANNUAL ACCOUNTS
FOR THE FINANCIAL YEAR ENDING ON 31
DECEMBER 2020
2 REVIEW OF THE STATUTORY AUDITOR'S REPORTS Non-Voting
ON THE COMPANY AND CONSOLIDATED ANNUAL
ACCOUNTS OF KBC GROUP NV FOR THE FINANCIAL
YEAR ENDING ON 31 DECEMBER 2020
3 REVIEW OF THE CONSOLIDATED ANNUAL ACCOUNTS Non-Voting
OF KBC GROUP NV FOR THE FINANCIAL YEAR
ENDING ON 31 DECEMBER 2020
4 RESOLUTION TO APPROVE THE COMPANY ANNUAL Mgmt For For
ACCOUNTS OF KBC GROUP NV FOR THE FINANCIAL
YEAR ENDING ON 31 DECEMBER 2020
5.A RESOLUTION WITH RESPECT TO THE PROFIT Mgmt For For
DISTRIBUTION BY KBC GROUP NV FOR THE
FINANCIAL YEAR ENDING ON 31 DECEMBER 2020:
FIRST RESOLUTION TO ALLOCATE 10 328 813.08
EUROS AS CATEGORIZED PROFIT PREMIUM AS
STIPULATED IN THE COLLECTIVE LABOUR
AGREEMENT OF 22 NOVEMBER 2019 WITH REGARD
TO THE CATEGORIZED PROFIT PREMIUM
CONCERNING FINANCIAL YEAR 2020
5.B RESOLUTION WITH RESPECT TO THE PROFIT Mgmt For For
DISTRIBUTION BY KBC GROUP NV FOR THE
FINANCIAL YEAR ENDING ON 31 DECEMBER 2020:
SECOND RESOLUTION TO ALLOCATE 183 345
605.52 EUROS AS A GROSS DIVIDEND, I.E. A
GROSS DIVIDEND PER SHARE OF 0.44 EUROS
6 RESOLUTION TO APPROVE THE REMUNERATION Mgmt Against Against
REPORT OF KBC GROUP NV FOR THE FINANCIAL
YEAR ENDING ON 31 DECEMBER 2020, AS
INCLUDED IN THE COMBINED ANNUAL REPORT OF
THE BOARD OF DIRECTORS OF KBC GROUP NV
REFERRED TO UNDER ITEM 1 OF THIS AGENDA
7 RESOLUTION TO APPROVE THE REMUNERATION Mgmt Against Against
POLICY OF KBC GROUP NV, WHICH IS MADE
AVAILABLE AS A SEPARATE DOCUMENT ON
WWW.KBC.COM
8 RESOLUTION TO GRANT DISCHARGE TO THE Mgmt Against Against
DIRECTORS OF KBC GROUP NV FOR THE
PERFORMANCE OF THEIR DUTIES DURING
FINANCIAL YEAR 2020
9 RESOLUTION TO GRANT DISCHARGE TO THE Mgmt Against Against
STATUTORY AUDITOR OF KBC GROUP NV FOR THE
PERFORMANCE OF ITS DUTIES DURING FINANCIAL
YEAR 2020
10 AT THE REQUEST OF THE STATUTORY AUDITOR AND Mgmt For For
FOLLOWING FAVOURABLE ENDORSEMENT BY THE
AUDIT COMMITTEE, RESOLUTION TO RAISE THE
STATUTORY AUDITOR'S FEE FOR FINANCIAL YEAR
2020 TO THE AMOUNT OF 254 709 EUROS
11.A APPOINTMENTS: RESOLUTION TO APPOINT MR. LUC Mgmt For For
POPELIER, AS DIRECTOR FOR A PERIOD OF FOUR
YEARS, I.E. UNTIL THE CLOSE OF THE ANNUAL
GENERAL MEETING OF 2025, IN REPLACEMENT OF
MR. HENDRIK SCHEERLINCK WHO WILL REACH THE
STATUTORY AGE LIMIT, WITH EFFECT FROM THE
END OF THIS ANNUAL GENERAL MEETING
11.B APPOINTMENTS: RESOLUTION TO RE-APPOINT MRS. Mgmt For For
KATELIJN CALLEWAERT, AS DIRECTOR FOR A
PERIOD OF FOUR YEARS, I.E. UNTIL THE CLOSE
OF THE ANNUAL GENERAL MEETING OF 2025
11.C APPOINTMENTS: RESOLUTION TO RE-APPOINT MR. Mgmt Against Against
PHILIPPE VLERICK, AS DIRECTOR FOR A PERIOD
OF FOUR YEARS, I.E. UNTIL THE CLOSE OF THE
ANNUAL GENERAL MEETING OF 2025
12 OTHER BUSINESS Non-Voting
CMMT 07 APR 2021: 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 07 APR 2021: PLEASE NOTE THAT THE MEETING Non-Voting
REVISED DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
KBC GROUPE SA Agenda Number: 713773136
--------------------------------------------------------------------------------------------------------------------------
Security: B5337G162
Meeting Type: EGM
Meeting Date: 06-May-2021
Ticker:
ISIN: BE0003565737
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) MAY BE REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1 REVIEW OF THE REPORT OF THE BOARD OF Non-Voting
DIRECTORS, DRAWN UP IN ACCORDANCE WITH
ARTICLE 7:154 OF THE CODE ON COMPANIES AND
ASSOCIATIONS WITH RESPECT TO THE PROPOSED
MODIFICATION OF THE OBJECT OF THE COMPANY
2 MOTION TO REPLACE ARTICLE 2, PARAGRAPHS 1 Mgmt For For
TO 4 OF THE ARTICLES OF ASSOCIATION BY THE
FOLLOWING TEXT: 'THE COMPANY HAS AS ITS
OBJECT THE DIRECT OR INDIRECT OWNERSHIP AND
MANAGEMENT OF SHAREHOLDINGS IN OTHER
COMPANIES, INCLUDING BUT NOT RESTRICTED TO
CREDIT INSTITUTIONS, INSURANCE COMPANIES
AND OTHER FINANCIAL INSTITUTIONS. THE
COMPANY ALSO HAS AS OBJECT TO PROVIDE
SERVICES TO THIRD PARTIES, EITHER FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF OTHERS,
INCLUDING TO COMPANIES IN WHICH THE COMPANY
HAS AN INTEREST -EITHER DIRECTLY OR
INDIRECTLY- AND TO (POTENTIAL) CLIENTS OF
THOSE COMPANIES. THE OBJECT OF THE COMPANY
IS ALSO TO ACQUIRE IN THE BROADEST SENSE OF
THE WORD (INCLUDING BY MEANS OF PURCHASE,
HIRE AND LEASE), TO MAINTAIN AND TO OPERATE
RESOURCES, AND TO MAKE THESE RESOURCES
AVAILABLE IN THE BROADEST SENSE OF THE WORD
(INCLUDING THROUGH LETTING AND GRANTING
RIGHTS OF USE) TO THE BENEFICIARIES
REFERRED TO IN THE SECOND PARAGRAPH. IN
ADDITION, THE COMPANY MAY FUNCTION AS AN
INTELLECTUAL PROPERTY COMPANY RESPONSIBLE
FOR, AMONG OTHER THINGS, THE DEVELOPMENT,
ACQUISITION, MANAGEMENT, PROTECTION AND
MAINTENANCE OF INTELLECTUAL PROPERTY
RIGHTS, AS WELL AS FOR MAKING THESE RIGHTS
AVAILABLE, GRANTING RIGHTS OF USE IN
RESPECT OF THESE RIGHTS AND/OR TRANSFERRING
THESE RIGHTS.'
3 MOTION TO DELETE THE LAST SENTENCE OF Mgmt For For
ARTICLE 3, PARAGRAPH 1 OF THE ARTICLES OF
ASSOCIATION REGARDING THE TRANSFER OF THE
REGISTERED OFFICE
4 MOTION TO DELETE ARTICLE 4, PARAGRAPH 2 OF Mgmt For For
THE ARTICLES OF ASSOCIATION REGARDING THE
CONDITIONS FOR VOLUNTARY DISSOLUTION OF THE
COMPANY
5 MOTION TO REPLACE ARTICLE 8, PARAGRAPH 3 OF Mgmt For For
THE ARTICLES OF ASSOCIATION BY THE
FOLLOWING TEXT: 'IN THE EVENT A SHARE
PREMIUM IS PAID ON A CAPITAL INCREASE
DECIDED UPON BY THE BOARD OF DIRECTORS OR
THE GENERAL MEETING OF SHAREHOLDERS, OR ON
THE CONVERSION OF BONDS OR THE EXERCISE OF
SUBSCRIPTION RIGHTS, OR IF AN ISSUE PRICE
IS POSTED TO THE ACCOUNTS AS A SHARE
PREMIUM ON THE ISSUE OF SUBSCRIPTION RIGHTS
DECIDED UPON BY THE BOARD OF DIRECTORS OR
THE GENERAL MEETING OF SHAREHOLDERS, THIS
WILL BE EARMARKED FOR APPROPRIATION TO THE
SHARE PREMIUM ACCOUNT AND RECORDED AS OWN
FUNDS ON THE LIABILITIES SIDE OF THE
BALANCE SHEET.'
6 MOTION TO REPLACE ARTICLE 10 OF THE Mgmt For For
ARTICLES OF ASSOCIATION BY THE FOLLOWING
TEXT: 'THE COMPANY RECOGNISES ONLY ONE
OWNER PER SHARE OR SUB-SHARE FOR THE
EXERCISE OF VOTING RIGHTS AT THE GENERAL
MEETING OF SHAREHOLDERS AND OF ALL RIGHTS
ATTACHING TO THE SHARES OR SUB-SHARES.
PERSONS WHO, FOR ONE REASON OR ANOTHER,
HAVE A JOINT RIGHT IN REM TO A SHARE,
SUB-SHARE OR OTHER SECURITY, SHALL ARRANGE
TO BE REPRESENTED BY ONE AND THE SAME
PERSON. THIS REPRESENTATIVE MUST EITHER BE
ONE OF THE PERSONS CO-ENTITLED OR MUST MEET
THE REQUIREMENTS OF ARTICLE 28 OF THE
ARTICLES OF ASSOCIATION. UNTIL SUCH TIME AS
THIS PROVISION HAS BEEN MET, THE COMPANY
SHALL BE ENTITLED TO SUSPEND THE EXERCISE
OF THE RIGHTS ATTACHING TO THESE SHARES,
SUB-SHARES OR OTHER SECURITIES. IN THE
EVENT OF USUFRUCT, THE USUFRUCTUARY SHALL
EXERCISE ALL THE RIGHTS ATTACHING TO THE
SHARES, SUB-SHARES OR OTHER SECURITIES,
UNLESS STIPULATED OTHERWISE IN A WILL OR AN
AGREEMENT OF WHICH THE COMPANY HAS BEEN
NOTIFIED IN WRITING.'
7 MOTION TO REPLACE ARTICLE 12, PARAGRAPHS 2 Mgmt For For
AND 3 OF THE ARTICLES OF ASSOCIATION BY THE
FOLLOWING TEXT: 'THE BOARD OF DIRECTORS
SHALL COMPRISE AT LEAST SEVEN DIRECTORS
APPOINTED BY THE GENERAL MEETING OF
SHAREHOLDERS, ON CONDITION THAT AT LEAST
THREE MEMBERS OF THE BOARD HAVE THE
CAPACITY OF INDEPENDENT DIRECTOR IN
ACCORDANCE WITH THE LAW. THE GENERAL
MEETING OF SHAREHOLDERS MAY AT ANY TIME
REMOVE A DIRECTOR FROM OFFICE. THE TERM OF
OFFICE OF DIRECTORS AMOUNTS TO FOUR YEARS
AT THE MOST AND EXPIRES AFTER THE ANNUAL
ORDINARY GENERAL MEETING OF SHAREHOLDERS.'
8 MOTION TO REPLACE ARTICLE 13 OF THE Mgmt For For
ARTICLES OF ASSOCIATION BY THE FOLLOWING
TEXT: 'IF A DIRECTOR'S SEAT BECOMES VACANT,
THE REMAINING DIRECTORS SHALL HAVE THE
RIGHT TO CO-OPT A NEW DIRECTOR. THE NEXT
GENERAL MEETING OF SHAREHOLDERS MUST
CONFIRM THE OFFICE OF THE CO-OPTED
DIRECTOR. UPON CONFIRMATION, THE CO-OPTED
DIRECTOR SHALL COMPLETE THE TERM OF OFFICE
OF HIS/HER PREDECESSOR, UNLESS THE GENERAL
MEETING OF SHAREHOLDERS OPTS FOR A
DIFFERENT TERM OF OFFICE. IN THE ABSENCE OF
CONFIRMATION, THE OFFICE OF THE CO-OPTED
DIRECTOR SHALL END FOLLOWING THE GENERAL
MEETING OF SHAREHOLDERS.'
9 MOTION TO ADD TO ARTICLE 15, LAST PARAGRAPH Mgmt For For
OF THE ARTICLES OF ASSOCIATION THE
FOLLOWING SENTENCE: 'THESE ARRANGEMENTS ARE
LAID DOWN IN THE CORPORATE GOVERNANCE
CHARTER, THAT CAN BE CONSULTED ON THE
COMPANY'S WEBSITE.'
10 MOTION TO REPLACE THE LAST SENTENCE OF Mgmt For For
ARTICLE 16, PARAGRAPH 1 OF THE ARTICLES OF
ASSOCIATION BY THE FOLLOWING SENTENCE:
'DIRECTORS WHO, IN ACCORDANCE WITH THE LAW,
MAY NOT PARTICIPATE IN THE DELIBERATIONS
AND THE VOTE ARE INCLUDED TO DETERMINE
WHETHER THE ATTENDANCE QUORUM HAS BEEN
REACHED BUT SHALL NOT BE COUNTED (EITHER IN
THE NUMERATOR OR IN THE DENOMINATOR) WHEN
DETERMINING THE VOTING MAJORITY.'
11 MOTION TO ADD THE FOLLOWING SENTENCE TO Mgmt For For
ARTICLE 16, LAST PARAGRAPH OF THE ARTICLES
OF ASSOCIATION: 'IN THAT CASE, ARTICLE 15,
PARAGRAPHS 2 TO 4 INCLUSIVE, ARTICLE 16,
PARAGRAPHS 1 TO 3 INCLUSIVE AND ARTICLE 17,
PARAGRAPHS 1 TO 3 INCLUSIVE OF THE ARTICLES
OF ASSOCIATION SHALL NOT APPLY.'
12 MOTION TO REPLACE ARTICLE 20, PARAGRAPHS 2 Mgmt For For
TO 4 OF THE ARTICLES OF ASSOCIATION BY THE
FOLLOWING TEXT: 'THE EXECUTIVE COMMITTEE
SHALL COMPRISE A MAXIMUM OF TEN MEMBERS.
TOGETHER, THESE MEMBERS FORM A COLLEGIATE
BODY. MEMBERS OF THE EXECUTIVE COMMITTEE
WHO, PURSUANT TO THE LAW, MAY NOT
PARTICIPATE IN THE DELIBERATIONS AND THE
VOTE, ARE INCLUDED TO DETERMINE WHETHER THE
ATTENDANCE QUORUM HAS BEEN REACHED BUT
SHALL NOT BE COUNTED (EITHER IN THE
NUMERATOR OR IN THE DENOMINATOR) WHEN
DETERMINING THE VOTING MAJORITY. IF ALL OR
ALL BUT ONE OF THE MEMBERS OF THE EXECUTIVE
COMMITTEE HAVE A DIRECT OR INDIRECT
INTEREST OF A FINANCIAL NATURE THAT IS
INCOMPATIBLE WITH A DECISION OR TRANSACTION
THAT FALLS WITHIN THE COMPETENCE OF THE
EXECUTIVE COMMITTEE, THE MEMBERS OF THE
EXECUTIVE COMMITTEE SHALL INFORM THE BOARD
OF DIRECTORS WHICH SHALL PASS THE
RESOLUTION ACCORDING TO THE PROCEDURE
PRESCRIBED BY LAW. THE RESOLUTIONS OF THE
EXECUTIVE COMMITTEE MAY BE PASSED BY
UNANIMOUS WRITTEN AGREEMENT OF ITS MEMBERS.
THE EXECUTIVE COMMITTEE CAN ALSO MAKE ALL
ARRANGEMENTS TO ENSURE IT FUNCTIONS
EFFECTIVELY. THE PRESIDENT AND THE MEMBERS
OF THE EXECUTIVE COMMITTEE SHALL BE
APPOINTED AND REMOVED BY THE BOARD OF
DIRECTORS, IN ACCORDANCE WITH THE RELEVANT
LEGAL AND REGULATORY PROVISIONS.'
13 MOTION TO REPLACE THE FIRST PARAGRAPH OF Mgmt For For
ARTICLE 22 OF THE ARTICLES OF ASSOCIATION
BY THE FOLLOWING TEXT: 'THE STATUTORY AUDIT
OF THE FINANCIAL STATEMENTS SHALL BE
PERFORMED BY ONE OR MORE STATUTORY AUDITORS
APPOINTED AND REMUNERATED IN ACCORDANCE
WITH THE PREVAILING STATUTORY RULES.' AND
MOTION TO DELETE THE LAST PARAGRAPH OF THE
SAME ARTICLE WITH REGARD TO THE
REPRESENTATION OF THE STATUTORY AUDITORS
14 MOTION TO ADD THE FOLLOWING SENTENCE TO THE Mgmt For For
FIRST SUBSECTION OF ARTICLE 27, PARAGRAPH 1
OF THE ARTICLES OF ASSOCIATION: 'IN THE
CASES PERMITTED BY LAW, THE BOARD OF
DIRECTORS MAY SET A DIFFERENT RECORD DATE.'
15 MOTION TO COMPLETE THE FIRST SENTENCE OF Mgmt For For
ARTICLE 27, PARAGRAPH 2 OF THE ARTICLES OF
ASSOCIATION AS FOLLOWS: 'EVERY SHAREHOLDER
AND EVERY HOLDER OF CONVERTIBLE BONDS,
SUBSCRIPTION RIGHTS OR CERTIFICATES ISSUED
IN CO-OPERATION WITH THE COMPANY, WHO
WISHES TO ATTEND THE GENERAL MEETING OF
SHAREHOLDERS, MUST INFORM THE COMPANY OR A
PERSON SO DESIGNATED BY THE COMPANY BY NO
LATER THAN THE SIXTH DAY BEFORE THE DAY OF
THE GENERAL MEETING OF SHAREHOLDERS OF
HIS/HER INTENTION TO ATTEND AND ALSO
INDICATE THE NUMBER OF SECURITIES WITH
WHICH HE/SHE WISHES TO PARTICIPATE AND THE
MANNER IN WHICH HE/SHE INTENDS TO ATTEND.'
16 MOTION TO INSERT A NEW ARTICLE 28BIS IN THE Mgmt For For
ARTICLES OF ASSOCIATION, WHICH READS AS
FOLLOWS: 'IF THE CONVENING NOTICE EXPRESSLY
SO PROVIDES, EACH SHAREHOLDER HAS THE RIGHT
TO CAST VOTES REMOTELY PRIOR TO THE GENERAL
MEETING OF SHAREHOLDERS BY CORRESPONDENCE,
THROUGH THE COMPANY WEBSITE OR IN ANY OTHER
WAY INDICATED IN THE NOTICE. IF THIS RIGHT
IS GRANTED, THE CONVENING NOTICE SHALL
CONTAIN A DESCRIPTION OF THE PROCEDURES TO
BE FOLLOWED BY THE SHAREHOLDER IN ORDER TO
VOTE REMOTELY. THE CONVENING NOTICE, OR
INFORMATION ON THE COMPANY WEBSITE TO WHICH
THE CONVENING NOTICE REFERS, SHALL SPECIFY
THE WAY IN WHICH THE COMPANY MAY VERIFY THE
CAPACITY AND IDENTITY OF THE SHAREHOLDER.
TO CALCULATE THE RULES ON ATTENDANCE QUORUM
AND VOTING MAJORITY ONLY THE REMOTE VOTES
SHALL BE TAKEN INTO ACCOUNT WHICH ARE CAST
BY SHAREHOLDERS MEETING THE FORMALITIES TO
BE ADMITTED TO THE GENERAL MEETING OF
SHAREHOLDERS AS REFERRED TO IN ARTICLE 27
OF THESE ARTICLES OF ASSOCIATION. A
SHAREHOLDER WHO HAS CAST HIS VOTES REMOTELY
MAY NO LONGER CHOOSE ANY OTHER WAY OF
PARTICIPATION IN THE GENERAL MEETING OF
SHAREHOLDERS FOR THE NUMBER OF THE THUS
CAST VOTES.'
17 MOTION TO ADD TO ARTICLE 30 THE FOLLOWING Mgmt For For
SENTENCE: 'IN CASE OF REMOTE PARTICIPATION
IN THE GENERAL MEETING OF SHAREHOLDERS, THE
LOGIN TO THE ELECTRONIC SYSTEM SET UP BY OR
ON BEHALF OF THE COMPANY WILL COUNT AS A
SIGNATURE ON THE ATTENDANCE ROSTER.'
18 MOTION TO DELETE ARTICLE 32, PARAGRAPH 3 OF Mgmt For For
THE ARTICLES OF ASSOCIATION WITH RESPECT TO
THE POSSIBILITY TO ASK FOR A SECRET BALLOT
19 MOTION TO COMPLETE THE FIRST SENTENCE OF Mgmt For For
ARTICLE 35 OF THE ARTICLES OF ASSOCIATION
AS FOLLOWS: 'THE MINUTES OF THE GENERAL
MEETINGS OF SHAREHOLDERS SHALL BE SIGNED BY
THE OFFICERS OF THE MEETING AND BY THE
SHAREHOLDERS WHO SO REQUEST.'
20 MOTION TO DELETE IN TITLE V THE WORDS Mgmt For For
'INVENTORY' AND 'RESERVES' AND TO DELETE
ARTICLE 36, PARAGRAPHS 2 TO 4 OF THE
ARTICLES OF ASSOCIATION REGARDING INVENTORY
TAKING AND PREPARING THE FINANCIAL
STATEMENTS AND THE ANNUAL REPORT BY THE
BOARD OF DIRECTORS
21 MOTION TO REPLACE ARTICLE 41 OF THE Mgmt For For
ARTICLES OF ASSOCIATION BY THE FOLLOWING
TEXT: 'EVERY SHAREHOLDER WHO IS DOMICILED
ABROAD SHALL BE OBLIGED TO ELECT DOMICILE
IN BELGIUM FOR THE PURPOSE OF ALL DEALINGS
WITH THE COMPANY. EACH MEMBER OF THE BOARD
OF DIRECTORS AND EACH MEMBER OF THE
EXECUTIVE COMMITTEE MAY ELECT DOMICILE AT
THE REGISTERED OFFICE OF THE COMPANY FOR
ALL MATTERS RELATING TO THE PERFORMANCE OF
THEIR OFFICE. MEMBERS OF THE BOARD OF
DIRECTORS, MEMBERS OF THE EXECUTIVE
COMMITTEE, STATUTORY AUDITORS AND
LIQUIDATORS WHO ARE DOMICILED ABROAD SHALL
BE DEEMED TO HAVE ELECTED DOMICILE AT THE
REGISTERED OFFICE OF THE COMPANY, WHERE ALL
NOTIFICATIONS, SUMMONSES AND WRITS MAY
LEGALLY BE SERVED UPON THEM, AND ALL
NOTICES OR LETTERS MAY BE SENT TO THEM.'
22 MOTION TO CANCEL THE AUTHORISATION TO Mgmt Against Against
DISPOSE OF OWN SHARES GRANTED BY THE
GENERAL SHAREHOLDERS' MEETING OF 3 MAY
2012, WITHOUT PREJUDICE TO THE GENERAL
POWERS OF THE BOARD OF DIRECTORS OF THE
COMPANY AND OF THOSE OF ITS SUBSIDIARIES TO
TRANSFER THE COMPANY'S OWN SHARES IN
ACCORDANCE WITH STATUTORY PROVISIONS
23 MOTION TO GRANT A POWER OF ATTORNEY TO DRAW Mgmt For For
UP AND SIGN THE CONSOLIDATED TEXT OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY, AND
TO FILE IT WITH THE REGISTRY OF THE COURT
OF RELEVANT JURISDICTION
24 MOTION TO GRANT AUTHORISATION FOR Mgmt For For
IMPLEMENTATION OF THE MOTIONS PASSED
25 MOTION TO GRANT A POWER OF ATTORNEY TO Mgmt For For
EFFECT THE REQUISITE FORMALITIES WITH THE
CROSSROADS BANK FOR ENTERPRISES AND THE TAX
AUTHORITIES
CMMT 07 APR 2021: PLEASE NOTE THAT THE MEETING Non-Voting
REVISED DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
CMMT 07 APR 2021: 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
--------------------------------------------------------------------------------------------------------------------------
LEGAL & GENERAL GROUP PLC Agenda Number: 713933477
--------------------------------------------------------------------------------------------------------------------------
Security: G54404127
Meeting Type: AGM
Meeting Date: 20-May-2021
Ticker:
ISIN: GB0005603997
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 THAT THE AUDITED REPORT AND ACCOUNTS OF THE Mgmt For For
COMPANY FOR THE YEAR ENDED 31 DECEMBER
2020, TOGETHER WITH THE DIRECTORS' REPORT,
STRATEGIC REPORT AND THE AUDITOR'S REPORT
ON THOSE ACCOUNTS, BE RECEIVED AND ADOPTED
2 THAT A FINAL DIVIDEND OF 12.64 PENCE PER Mgmt Against Against
ORDINARY SHARE IN RESPECT OF THE YEAR ENDED
31 DECEMBER 2020 BE DECLARED AND BE PAID ON
27 MAY 2021 TO SHAREHOLDERS ON THE REGISTER
OF MEMBERS AT THE CLOSE OF BUSINESS ON 16
APRIL 2021
3 THAT RIC LEWIS BE ELECTED AS A DIRECTOR Mgmt For For
4 THAT NILUFER VON BISMARCK BE ELECTED AS A Mgmt For For
DIRECTOR
5 THAT HENRIETTA BALDOCK BE RE-ELECTED AS A Mgmt Against Against
DIRECTOR
6 THAT PHILIP BROADLEY BE RE-ELECTED AS A Mgmt Against Against
DIRECTOR
7 THAT JEFF DAVIES BE RE-ELECTED AS A Mgmt For For
DIRECTOR
8 THAT SIR JOHN KINGMAN BE RE-ELECTED AS A Mgmt For For
DIRECTOR
9 THAT LESLEY KNOX BE RE-ELECTED AS A Mgmt Against Against
DIRECTOR
10 THAT GEORGE LEWIS BE RE-ELECTED AS A Mgmt Against Against
DIRECTOR
11 THAT TOBY STRAUSS BE RE-ELECTED AS A Mgmt Against Against
DIRECTOR
12 THAT NIGEL WILSON BE RE-ELECTED AS A Mgmt For For
DIRECTOR
13 THAT KPMG LLP BE RE-APPOINTED AS AUDITOR OF Mgmt Against Against
THE COMPANY, TO HOLD OFFICE UNTIL THE
CONCLUSION OF THE NEXT GENERAL MEETING AT
WHICH ACCOUNTS ARE LAID
14 THAT THE DIRECTORS BE AUTHORISED TO Mgmt Against Against
DETERMINE THE AUDITOR'S REMUNERATION
15 THAT THE DIRECTORS' REPORT ON REMUNERATION Mgmt Against Against
(EXCLUDING THE DIRECTORS' REMUNERATION
POLICY), AS SET OUT ON PAGES 88 TO 90 OF
THE COMPANY'S 2020 ANNUAL REPORT AND
ACCOUNTS, BE APPROVED
16 RENEWAL OF DIRECTORS' AUTHORITY TO ALLOT Mgmt For For
SHARES
17 ADDITIONAL AUTHORITY TO ALLOT SHARES IN Mgmt For For
RESPECT OF CONTINGENT CONVERTIBLE
SECURITIES
18 POLITICAL DONATIONS Mgmt Against Against
19 DISAPPLICATION OF PRE-EMPTION RIGHTS Mgmt For For
20 ADDITIONAL AUTHORITY TO DISAPPLY Mgmt For For
PRE-EMPTION RIGHTS FOR PURPOSES OF
ACQUISITIONS OR SPECIFIED CAPITAL
INVESTMENTS
21 ADDITIONAL AUTHORITY TO DISAPPLY Mgmt For For
PRE-EMPTION RIGHTS IN CONNECTION WITH THE
ISSUE OF CCS
22 PURCHASE OF OWN SHARES Mgmt Against Against
23 TO ADOPT NEW ARTICLES OF ASSOCIATION Mgmt For For
24 THAT A GENERAL MEETING OF THE COMPANY OTHER Mgmt Against Against
THAN AN ANNUAL GENERAL MEETING OF THE
COMPANY MAY BE CALLED ON NOT LESS THAN 14
CLEAR DAYS' NOTICE
--------------------------------------------------------------------------------------------------------------------------
MASTERCARD INCORPORATED Agenda Number: 935420644
--------------------------------------------------------------------------------------------------------------------------
Security: 57636Q104
Meeting Type: Annual
Meeting Date: 22-Jun-2021
Ticker: MA
ISIN: US57636Q1040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Ajay Banga Mgmt For For
1B. Election of Director: Merit E. Janow Mgmt Against Against
1C. Election of Director: Richard K. Davis Mgmt Against Against
1D. Election of Director: Steven J. Freiberg Mgmt Against Against
1E. Election of Director: Julius Genachowski Mgmt Against Against
1F. Election of Director: Choon Phong Goh Mgmt Against Against
1G. Election of Director: Oki Matsumoto Mgmt Against Against
1H. Election of Director: Michael Miebach Mgmt For For
1I. Election of Director: Youngme Moon Mgmt Against Against
1J. Election of Director: Rima Qureshi Mgmt For For
1K. Election of Director: Jose Octavio Reyes Mgmt Against Against
Lagunes
1L. Election of Director: Gabrielle Sulzberger Mgmt Against Against
1M. Election of Director: Jackson Tai Mgmt Against Against
1N. Election of Director: Lance Uggla Mgmt For For
2. Advisory approval of Mastercard's executive Mgmt Against Against
compensation.
3. Ratification of the appointment of Mgmt Against Against
PricewaterhouseCoopers LLP as the
independent registered public accounting
firm for Mastercard for 2021.
4. Approval of the amendment and restatement Mgmt Against Against
of the Mastercard Incorporated 2006 Long
Term Incentive Plan.
5. Approval of the amendment and restatement Mgmt Against Against
of the Mastercard Incorporated 2006
Non-Employee Director Equity Compensation
Plan.
6. Approval of amendments to Mastercard's Mgmt For For
Certificate of Incorporation to remove
supermajority voting requirements.
--------------------------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION Agenda Number: 935284478
--------------------------------------------------------------------------------------------------------------------------
Security: 594918104
Meeting Type: Annual
Meeting Date: 02-Dec-2020
Ticker: MSFT
ISIN: US5949181045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Reid G. Hoffman Mgmt For For
1B. Election of Director: Hugh F. Johnston Mgmt For For
1C. Election of Director: Teri L. List-Stoll Mgmt For For
1D. Election of Director: Satya Nadella Mgmt For For
1E. Election of Director: Sandra E. Peterson Mgmt Against Against
1F. Election of Director: Penny S. Pritzker Mgmt For For
1G. Election of Director: Charles W. Scharf Mgmt For For
1H. Election of Director: Arne M. Sorenson Mgmt For For
1I. Election of Director: John W. Stanton Mgmt For For
1J. Election of Director: John W. Thompson Mgmt For For
1K. Election of Director: Emma N. Walmsley Mgmt For For
1L. Election of Director: Padmasree Warrior Mgmt For For
2. Advisory vote to approve named executive Mgmt Against Against
officer compensation.
3. Ratification of Deloitte & Touche LLP as Mgmt Against Against
our independent auditor for fiscal year
2021.
4. Shareholder Proposal - Report on Employee Shr For Against
Representation on Board of Directors.
--------------------------------------------------------------------------------------------------------------------------
NEXTERA ENERGY, INC. Agenda Number: 935378201
--------------------------------------------------------------------------------------------------------------------------
Security: 65339F101
Meeting Type: Annual
Meeting Date: 20-May-2021
Ticker: NEE
ISIN: US65339F1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Sherry S. Barrat Mgmt Against Against
1B. Election of Director: James L. Camaren Mgmt Against Against
1C. Election of Director: Kenneth B. Dunn Mgmt Against Against
1D. Election of Director: Naren K. Gursahaney Mgmt Against Against
1E. Election of Director: Kirk S. Hachigian Mgmt Against Against
1F. Election of Director: Amy B. Lane Mgmt Against Against
1G. Election of Director: David L. Porges Mgmt For For
1H. Election of Director: James L. Robo Mgmt For For
1I. Election of Director: Rudy E. Schupp Mgmt Against Against
1J. Election of Director: John L. Skolds Mgmt Against Against
1K. Election of Director: Lynn M. Utter Mgmt For For
1L. Election of Director: Darryl L. Wilson Mgmt Against Against
2. Ratification of appointment of Deloitte & Mgmt Against Against
Touche LLP as NextEra Energy's independent
registered public accounting firm for 2021.
3. Approval, by non-binding advisory vote, of Mgmt Against Against
NextEra Energy's compensation of its named
executive officers as disclosed in the
proxy statement.
4. Approval of the NextEra Energy, Inc. 2021 Mgmt Against Against
Long Term Incentive Plan.
5. A proposal entitled "Right to Act by Shr For Against
Written Consent" to request action by
written consent of shareholders.
--------------------------------------------------------------------------------------------------------------------------
NOVO NORDISK A/S Agenda Number: 713620563
--------------------------------------------------------------------------------------------------------------------------
Security: K72807132
Meeting Type: AGM
Meeting Date: 25-Mar-2021
Ticker:
ISIN: DK0060534915
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IN THE MAJORITY OF MEETINGS THE VOTES ARE Non-Voting
CAST WITH THE REGISTRAR WHO WILL FOLLOW
CLIENT INSTRUCTIONS. IN A SMALL PERCENTAGE
OF MEETINGS THERE IS NO REGISTRAR AND
CLIENTS VOTES MAY BE CAST BY THE CHAIRMAN
OF THE BOARD OR A BOARD MEMBER AS PROXY.
CLIENTS CAN ONLY EXPECT THEM TO ACCEPT
PRO-MANAGEMENT VOTES. THE ONLY WAY TO
GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES
ARE REPRESENTED AT THE MEETING IS TO SEND
YOUR OWN REPRESENTATIVE OR ATTEND THE
MEETING IN PERSON. THE SUB CUSTODIAN BANKS
OFFER REPRESENTATION SERVICES FOR AN ADDED
FEE IF REQUESTED. THANK YOU
CMMT PLEASE BE ADVISED THAT SPLIT AND PARTIAL Non-Voting
VOTING IS NOT AUTHORISED FOR A BENEFICIAL
OWNER IN THE DANISH MARKET. PLEASE CONTACT
YOUR GLOBAL CUSTODIAN FOR FURTHER
INFORMATION.
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1 THE BOARD OF DIRECTORS' ORAL REPORT ON THE Non-Voting
COMPANY'S ACTIVITIES IN THE PAST FINANCIAL
YEAR
2 PRESENTATION AND ADOPTION OF THE AUDITED Mgmt For For
ANNUAL REPORT 2020
3 RESOLUTION TO DISTRIBUTE THE PROFIT Mgmt For For
ACCORDING TO THE ADOPTED ANNUAL REPORT 2020
4 PRESENTATION AND ADVISORY VOTE ON THE Mgmt For For
REMUNERATION REPORT 2020
5.1 APPROVAL OF THE REMUNERATION OF THE BOARD Mgmt For For
OF DIRECTORS: APPROVAL OF THE REMUNERATION
OF THE BOARD OF DIRECTORS FOR 2020
5.2 APPROVAL OF THE REMUNERATION OF THE BOARD Mgmt For For
OF DIRECTORS: APPROVAL OF THE REMUNERATION
LEVEL FOR 2021
6.1 ELECTION OF HELGE LUND AS CHAIR Mgmt For For
6.2 ELECTION OF JEPPE CHRISTIANSEN AS Mgmt For For
VICE-CHAIR
6.3.A ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: LAURENCE DEBROUX
6.3.B ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: ANDREAS FIBIG
6.3.C ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt Abstain Against
DIRECTORS: SYLVIE GREGOIRE
6.3.D ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt Abstain Against
DIRECTORS: KASIM KUTAY
6.3.E ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: MARTIN MACKAY
6.3.F ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: HENRIK POULSEN
7 APPOINTMENT OF AUDITOR: DELOITTE Mgmt For For
STATSAUTORISERET REVISIONSPARTNERSELSKAB
8.1 REDUCTION OF THE COMPANY'S B SHARE CAPITAL Mgmt Against Against
BY NOMINALLY DKK 8,000,000 BY CANCELLATION
OF B SHARES
8.2 AUTHORISATION TO THE BOARD OF DIRECTORS TO Mgmt For For
ALLOW THE COMPANY TO REPURCHASE OWN SHARES
8.3.A AUTHORISATION TO THE BOARD OF DIRECTORS TO Mgmt For For
INCREASE THE COMPANY'S SHARE CAPITAL:
CANCELLATION OF ARTICLE 5.3 OF THE ARTICLES
OF ASSOCIATION
8.3.B AUTHORISATION TO THE BOARD OF DIRECTORS TO Mgmt For For
INCREASE THE COMPANY'S SHARE CAPITAL:
EXTENSION OF AUTHORISATION TO THE BOARD OF
DIRECTORS TO INCREASE THE COMPANY'S SHARE
CAPITA
8.4.A INDEMNIFICATION OF THE BOARD OF DIRECTORS Mgmt For For
AND EXECUTIVE MANAGEMENT: INDEMNIFICATION
OF MEMBERS OF THE BOARD OF DIRECTORS
8.4.B INDEMNIFICATION OF THE BOARD OF DIRECTORS Mgmt For For
AND EXECUTIVE MANAGEMENT: INDEMNIFICATION
OF MEMBERS OF EXECUTIVE MANAGEMENT
8.5 AMENDMENTS TO THE REMUNERATION POLICY Mgmt For For
8.6.A AMENDMENT OF THE ARTICLES OF ASSOCIATION: Mgmt For For
VIRTUAL GENERAL MEETINGS
8.6.B AMENDMENT OF THE ARTICLES OF ASSOCIATION: Mgmt For For
LANGUAGE IN DOCUMENTS PREPARED FOR GENERAL
MEETINGS
8.6.C AMENDMENT OF THE ARTICLES OF ASSOCIATION: Mgmt For For
DIFFERENTIATION OF VOTES
8.7.A PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: PROPOSAL FROM THE
SHAREHOLDER KRITISKE AKTIONAERER ON MAKING
A PLAN FOR CHANGED OWNERSHIP
9 ANY OTHER BUSINESS Non-Voting
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR
RESOLUTION NUMBERS 6.1 TO 6.2, 6.3.A TO
6.3.F AND 7. 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 24 FEB 2021: 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT 24 FEB 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
NVIDIA CORPORATION Agenda Number: 935402343
--------------------------------------------------------------------------------------------------------------------------
Security: 67066G104
Meeting Type: Annual
Meeting Date: 03-Jun-2021
Ticker: NVDA
ISIN: US67066G1040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Robert K. Burgess Mgmt Against Against
1B. Election of Director: Tench Coxe Mgmt Against Against
1C. Election of Director: John O. Dabiri Mgmt For For
1D. Election of Director: Persis S. Drell Mgmt For For
1E. Election of Director: Jen-Hsun Huang Mgmt For For
1F. Election of Director: Dawn Hudson Mgmt For For
1G. Election of Director: Harvey C. Jones Mgmt Against Against
1H. Election of Director: Michael G. McCaffery Mgmt For For
1I. Election of Director: Stephen C. Neal Mgmt Against Against
1J. Election of Director: Mark L. Perry Mgmt Against Against
1K. Election of Director: A. Brooke Seawell Mgmt For For
1L. Election of Director: Aarti Shah Mgmt For For
1M. Election of Director: Mark A. Stevens Mgmt Against Against
2. Approval of our executive compensation. Mgmt Against Against
3. Ratification of the selection of Mgmt Against Against
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for fiscal year 2022.
4. Approval of an amendment to our charter to Mgmt Against Against
increase the number of authorized shares of
common stock from 2 billion shares to 4
billion shares.
--------------------------------------------------------------------------------------------------------------------------
ORACLE CORPORATION Agenda Number: 935274554
--------------------------------------------------------------------------------------------------------------------------
Security: 68389X105
Meeting Type: Annual
Meeting Date: 04-Nov-2020
Ticker: ORCL
ISIN: US68389X1054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Jeffrey S. Berg Mgmt For For
Michael J. Boskin Mgmt For For
Safra A. Catz Mgmt For For
Bruce R. Chizen Mgmt Withheld Against
George H. Conrades Mgmt Withheld Against
Lawrence J. Ellison Mgmt For For
Rona A. Fairhead Mgmt For For
Jeffrey O. Henley Mgmt For For
Renee J. James Mgmt For For
Charles W. Moorman IV Mgmt For For
Leon E. Panetta Mgmt For For
William G. Parrett Mgmt For For
Naomi O. Seligman Mgmt For For
Vishal Sikka Mgmt For For
2. Advisory Vote to Approve Compensation of Mgmt Against Against
Named Executive Officers.
3. Approve the Oracle Corporation 2020 Equity Mgmt Against Against
Incentive Plan.
4. Ratification of Selection of Independent Mgmt Against Against
Registered Public Accounting Firm.
5. Stockholder Proposal Regarding Pay Equity Shr For Against
Report.
6. Stockholder Proposal Regarding Independent Shr For Against
Board Chair.
--------------------------------------------------------------------------------------------------------------------------
ORPEA SA Agenda Number: 714163362
--------------------------------------------------------------------------------------------------------------------------
Security: F69036105
Meeting Type: MIX
Meeting Date: 24-Jun-2021
Ticker:
ISIN: FR0000184798
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
CMMT 07 JUNE 2021: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/balo/d
ocument/202105122101558-57 AND
https://www.journal-officiel.gouv.fr/balo/d
ocument/202106072102280-68 AND PLEASE NOTE
THAT THIS IS A REVISION DUE TO MODIFICATION
OF COMMENT. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
1 THE SHAREHOLDERS' MEETING, AFTER HAVING Mgmt For For
REVIEWED THE REPORTS OF THE BOARD OF
DIRECTORS AND THE AUDITORS, APPROVES THE
COMPANY'S FINANCIAL STATEMENTS FOR THE
FISCAL YEAR THAT ENDED ON DECEMBER 31ST
2020, AS PRESENTED, SHOWING NET EARNINGS
AMOUNTING TO EUR 30,488,610.60. THE
SHAREHOLDERS' MEETING APPROVES THE
NON-DEDUCTIBLE EXPENSES AND CHARGES
AMOUNTING TO EUR 668,762.00 AND THEIR
CORRESPONDING TAX OF EUR 214,137.59
2 THE SHAREHOLDERS' MEETING, AFTER HAVING Mgmt For For
REVIEWED THE REPORTS OF THE BOARD OF
DIRECTORS AND THE AUDITORS, APPROVES THE
CONSOLIDATED FINANCIAL STATEMENTS FOR SAID
FISCAL YEAR, AS PRESENTED TO THE MEETING,
SHOWING NET EARNINGS AMOUNTING TO EUR
160,046,227.00
3 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
RECOMMENDATIONS OF THE BOARD OF DIRECTORS
AND RESOLVES TO ALLOCATE EARNINGS AS
FOLLOWS: ORIGIN RETAINED EARNINGS: EUR
84,886.36 EARNINGS: EUR 30,488,610.60 OTHER
RESERVES: EUR 27,596,631.54 TOTAL:
58,170,128.50 ALLOCATION LEGAL RESERVE: EUR
1,936.00 DIVIDENDS: EUR 58,168,192.50
(BASED ON THE 64,631,325 SHARES COMPOSING
THE SHARE CAPITAL AS OF DECEMBER 31ST 2020)
THE SHAREHOLDERS WILL BE GRANTED A DIVIDEND
OF EUR 0.90 PER SHARE, THAT WILL BE
ELIGIBLE FOR THE 40 PER CENT DEDUCTION
PROVIDED BY THE FRENCH GENERAL TAX CODE.
THIS DIVIDEND WILL BE PAID ON JULY 13TH
2021. AS REQUIRED BY LAW, IT IS REMINDED
THAT, FOR THE LAST THREE FINANCIAL YEARS,
THE DIVIDENDS WERE PAID AS FOLLOWS: EUR
1.10 PER SHARE FOR FISCAL YEAR 2017 EUR
1.20 PER SHARE FOR FISCAL YEAR 2018, NO
DIVIDEND WAS PAID FOR FISCAL YEAR 2019
4 THE SHAREHOLDERS' MEETING HEREBY, AFTER Mgmt For For
REVIEWING THE SPECIAL REPORT OF THE
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE
L.225-38 OF THE FRENCH COMMERCIAL CODE,
APPROVES THE AGREEMENTS ENTERED INTO OR
WHICH REMAINED IN FORCE DURING SAID FISCAL
YEAR
5 THE SHAREHOLDERS' MEETING RATIFIES THE Mgmt For For
CO-OPTATION OF MR OLIVIER LECOMTE AS A
DIRECTOR, TO REPLACE MR XAVIER COIRBAY, FOR
THE REMAINDER OF MR XAVIER COIRBAY'S TERM
OF OFFICE, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR 2020
6 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt Against Against
APPOINTMENT OF MS BERNADETTE
DANET-CHEVALLIER AS DIRECTOR FOR A 4-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2024 FISCAL YEAR
7 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MR OLIVIER LECOMTE AS
DIRECTOR FOR A 4-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2024
FISCAL YEAR
8 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Against Against
AMENDMENT OF THE COMPENSATION POLICY OF MR
YVES LE MASNE AS MANAGING DIRECTOR, FOR THE
2020 FISCAL YEAR
9 SUBJECT TO THE ADOPTION OF RESOLUTION 4, Mgmt Against Against
THE SHAREHOLDERS' MEETING APPROVES THE
AMENDMENT OF THE COMPENSATION POLICY OF MR
JEAN-CLAUDE BRDENK AS DEPUTY MANAGING
DIRECTOR, FOR THE 2018 FISCAL YEAR
10 SUBJECT TO THE ADOPTION OF RESOLUTION 4, Mgmt Against Against
THE SHAREHOLDERS' MEETING APPROVES THE
AMENDMENT OF THE COMPENSATION POLICY OF MR
JEAN-CLAUDE BRDENK AS DEPUTY MANAGING
DIRECTOR, FOR THE 2019 FISCAL YEAR
11 SUBJECT TO THE ADOPTION OF RESOLUTION 4, Mgmt Against Against
THE SHAREHOLDERS' MEETING APPROVES THE
AMENDMENT OF THE COMPENSATION POLICY OF MR
JEAN-CLAUDE BRDENK AS DEPUTY MANAGING
DIRECTOR, FOR THE 2020 FISCAL YEAR
12 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
INFORMATION REGARDING THE COMPENSATION OF
THE CORPORATE OFFICERS AS MENTIONED IN
ARTICLE L.22-10-9 I OF THE COMMERCIAL CODE,
FOR THE 2020 FISCAL YEAR
13 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS PAID OR AWARDED TO MR
PHILIPPE CHARRIER, AS CHAIRMAN OF THE BOARD
OF DIRECTORS FOR THE 2020 FISCAL YEAR
14 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Against Against
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS PAID OR AWARDED TO MR
YVES LE MASNE, AS MANAGING DIRECTOR FOR THE
2020 FISCAL YEAR
15 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Against Against
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS PAID OR AWARDED TO MR
JEAN-CLAUDE BRDENK, AS DEPUTY MANAGING
DIRECTOR UNTIL DECEMBER 31ST 2020
16 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
COMPENSATION POLICY OF THE MEMBERS OF THE
BOARD OF DIRECTORS, FOR THE 2021 FISCAL
YEAR
17 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
COMPENSATION POLICY OF THE CHAIRMAN OF THE
BOARD OF DIRECTORS, FOR THE 2021 FISCAL
YEAR
18 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
COMPENSATION POLICY OF THE MANAGING
DIRECTOR, FOR THE 2021 FISCAL YEAR
19 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt Against Against
BOARD OF DIRECTORS TO BUY BACK THE
COMPANY'S SHARES, SUBJECT TO THE CONDITIONS
DESCRIBED BELOW: MAXIMUM PURCHASE PRICE:
EUR 150.00, MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10 PER CENT OF THE SHARES
COMPOSING THE SHARE CAPITAL (I.E. 6,463,132
SHARES AS OF DECEMBER 31ST 2020) MAXIMUM
FUNDS INVESTED IN THE SHARE BUYBACKS: EUR
969,469,800.00. THE NUMBER OF SHARES
ACQUIRED BY THE COMPANY WITH A VIEW TO
RETAINING OR DELIVERING IN CASH OR IN AN
EXCHANGE AS PART OF A MERGER, DIVESTMENT OR
CAPITAL CONTRIBUTION CANNOT EXCEED 5 PER
CENT OF ITS CAPITAL (I.E. 3,231,566 SHARES
AS OF DECEMBER 31ST 2020) THIS
AUTHORIZATION IS GIVEN FOR AN 18-MONTH
PERIOD. THIS DELEGATION OF POWERS
SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT. THE SHAREHOLDERS'
MEETING DELEGATES ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
20 THE SHAREHOLDERS' MEETING GRANTS ALL POWERS Mgmt Against Against
TO THE BOARD OF DIRECTORS TO REDUCE THE
SHARE CAPITAL, BY CANCELLING ALL OR PART OF
THE SHARES HELD BY THE COMPANY IN
CONNECTION WITH THE STOCK REPURCHASE PLAN,
UP TO A MAXIMUM OF 10 PER CENT OF THE SHARE
CAPITAL OVER A 24-MONTH PERIOD. THIS
AUTHORIZATION IS GIVEN FOR AN 18-MONTH
PERIOD. THIS DELEGATION OF POWERS
SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT. THE SHAREHOLDERS'
MEETING DELEGATES ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
21 THE SHAREHOLDERS' MEETING DELEGATES TO THE Mgmt For For
BOARD OF DIRECTORS THE NECESSARY POWERS TO
INCREASE THE CAPITAL UP TO EUR
40,000,000.00, BY ISSUANCE OF ORDINARY
SHARES OF THE COMPANY OR EQUITY SECURITIES
GIVING ACCESS TO EQUITY SECURITIES OF THE
COMPANY, GIVING RIGHT TO THE ALLOCATION OF
DEBT SECURITIES, OR DEBT SECURITIES GIVING
ACCESS TO EQUITY SECURITIES TO BE ISSUED OF
THE COMPANY OR GIVING ACCESS TO EXISTING
EQUITY SECURITIES OR DEBT SECURITIES, WITH
PREFERENTIAL SUBSCRIPTION RIGHTS
MAINTAINED. THE AMOUNT OF CAPITAL INCREASE
TO BE REALIZED UNDER THIS RESOLUTION AND
RESOLUTIONS NUMBER 22 TO 24, 26 AND 28
SHALL NOT EXCEED THIS CEILING. THE MAXIMUM
NOMINAL AMOUNT OF DEBT SECURITIES, WHICH
MAY BE ISSUED, SHALL NOT EXCEED EUR
750,000,000.00. THE AMOUNT OF CAPITAL
INCREASE TO BE REALIZED UNDER THIS
RESOLUTION AND RESOLUTIONS NUMBER 22 TO 24,
AND 26 SHALL NOT EXCEED THIS CEILING.
DURATION: 14-MONTHS. THIS DELEGATION OF
POWERS SUPERSEDES ANY AND ALL EARLIER
DELEGATIONS TO THE SAME EFFECT
22 THE SHAREHOLDERS' MEETING DELEGATES ALL Mgmt For For
POWERS TO THE BOARD OF DIRECTORS TO
INCREASE THE SHARE CAPITAL UP TO EUR
8,078,915.00, BY ISSUANCE OF ORDINARY
SHARES OF THE COMPANY OR EQUITY SECURITIES
GIVING ACCESS TO EQUITY SECURITIES OF THE
COMPANY AND-OR GIVING RIGHT TO THE
ALLOCATION OF DEBT SECURITIES, OR DEBT
SECURITIES GIVING ACCESS TO EQUITY
SECURITIES TO BE ISSUED OF THE COMPANY OR
GIVING ACCESS TO EXISTING EQUITY SECURITIES
OR DEBT SECURITIES, THROUGH A PUBLIC
OFFERING, WITH CANCELLATION OF THE
PREFERENTIAL SUBSCRIPTION RIGHTS. THE
NOMINAL AMOUNT OF DEBT SECURITIES TO BE
ISSUED UNDER THIS DELEGATION SHALL NOT
EXCEED EUR 750,000,000.00. THE PRESENT
DELEGATION IS GIVEN FOR A 14-MONTH PERIOD.
THIS DELEGATION OF POWERS SUPERSEDES ANY
AND ALL EARLIER DELEGATIONS TO THE SAME
EFFECT. THE SHAREHOLDERS' MEETING DELEGATES
ALL POWERS TO THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
23 THE SHAREHOLDERS' MEETING DELEGATES ALL Mgmt For For
POWERS TO THE BOARD OF DIRECTORS TO
INCREASE THE SHARE CAPITAL UP TO EUR
8,078,915.00, BY ISSUANCE OF ORDINARY
SHARES OF THE COMPANY OR EQUITY SECURITIES
GIVING ACCESS TO EQUITY SECURITIES OF THE
COMPANY AND-OR GIVING RIGHT TO THE
ALLOCATION OF DEBT SECURITIES, OR DEBT
SECURITIES GIVING ACCESS TO EQUITY
SECURITIES TO BE ISSUED OF THE COMPANY OR
GIVING ACCESS TO EXISTING EQUITY SECURITIES
OR DEBT SECURITIES, THROUGH A PRIVATE
OFFERING, WITH CANCELLATION OF THE
PREFERENTIAL SUBSCRIPTION RIGHTS. THE
NOMINAL AMOUNT OF DEBT SECURITIES TO BE
ISSUED UNDER THIS DELEGATION SHALL NOT
EXCEED EUR 750,000,000.00. THE PRESENT
DELEGATION IS GIVEN FOR A 14-MONTH PERIOD.
THIS DELEGATION OF POWERS SUPERSEDES ANY
AND ALL EARLIER DELEGATIONS TO THE SAME
EFFECT. THE SHAREHOLDERS' MEETING DELEGATES
ALL POWERS TO THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
24 THE SHAREHOLDERS' MEETING RESOLVES THAT THE Mgmt For For
BOARD OF DIRECTORS MAY DECIDE TO INCREASE
THE NUMBER OF SECURITIES TO BE ISSUED IN
THE EVENT OF A CAPITAL INCREASE WITH OR
WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS OF
SHAREHOLDERS AS PER RESOLUTIONS NUMBER 21
TO 23 AND 25, AT THE SAME PRICE AS THE
INITIAL ISSUE, WITHIN 30 DAYS OF THE
CLOSING OF THE SUBSCRIPTION PERIOD AND UP
TO A MAXIMUM OF 15 PER CENT OF THE INITIAL
ISSUANCE. THIS DELEGATION IS GRANTED FOR A
14-MONTH PERIOD. THIS DELEGATION OF POWERS
SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT
25 THE SHAREHOLDERS' MEETING, SUBJECT TO THE Mgmt For For
ADOPTION OF RESOLUTIONS NUMBER 22 AND 23,
AUTHORIZES THE BOARD OF DIRECTORS, FOR A
PERIOD OF 14 MONTHS AND WITHIN THE LIMIT OF
10 PER CENT OF THE SHARE CAPITAL PER YEAR,
TO SET THE ISSUE PRICE OF THE ISSUANCES TO
BE DECIDED UNDER RESOLUTIONS NUMBER 22 AND
23, IN ACCORDANCE WITH THE TERMS AND
CONDITIONS DETERMINED BY THE SHAREHOLDERS'
MEETING. THIS DELEGATION OF POWERS
SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT
26 THE SHAREHOLDERS' MEETING DELEGATES ALL Mgmt For For
POWERS TO THE BOARD OF DIRECTORS TO
INCREASE THE SHARE CAPITAL, UP TO 10 PER
CENT OF THE SHARE CAPITAL OR 6,464,132
SHARES, BY ISSUING SHARES AND-OR EQUITY
SECURITIES GIVING ACCESS TO EQUITY
SECURITIES OF THE COMPANY AND-OR GIVING
RIGHT TO THE ALLOCATION OF DEBT SECURITIES,
AND-OR DEBT SECURITIES GIVING ACCESS TO NEW
OR EXISTING EQUITY SECURITIES OF THE
COMPANY, IN CONSIDERATION FOR THE
CONTRIBUTIONS IN KIND GRANTED TO THE
COMPANY AND COMPOSED OF EQUITY SECURITIES
OR SECURITIES GIVING ACCESS TO THE SHARE
CAPITAL. THIS AUTHORIZATION IS GRANTED FOR
A 14-MONTH PERIOD. THIS DELEGATION OF
POWERS SUPERSEDES ANY AND ALL EARLIER
DELEGATIONS TO THE SAME EFFECT. THE
SHAREHOLDERS' MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
27 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL, ON ONE OR MORE OCCASIONS, AT ITS
SOLE DISCRETION, IN FAVOR OF MEMBERS OF A
COMPANY SAVINGS PLAN OF THE COMPANY AND
FRENCH OR FOREIGN COMPANIES ENTERING IN THE
SCOPE OF THE CONSOLIDATED STATEMENT OF THE
COMPANY, BY ISSUANCE OF SHARES OR
SECURITIES GIVING ACCESS TO THE SHARE
CAPITAL OF THE COMPANY, WITH CANCELLATION
OF PREFERENTIAL SUBSCRIPTION RIGHTS. THIS
DELEGATION IS GIVEN FOR A 14-MONTH PERIOD
AND FOR A NOMINAL AMOUNT THAT SHALL NOT
EXCEED EUR 400,000.00. THIS DELEGATION OF
POWERS SUPERSEDES ANY AND ALL EARLIER
DELEGATIONS TO THE SAME EFFECT. THE
SHAREHOLDERS' MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
28 THE SHAREHOLDERS' MEETING RESOLVES TO BRING Mgmt For For
THE ARTICLE 15.1 OF THE BYLAWS INTO
CONFORMITY WITH THE LEGAL AND REGULATORY
PROVISIONS
29 THE SHAREHOLDERS' MEETING DECIDES TO AMEND Mgmt For For
ARTICLE NUMBER 24: 'COMPETENCIES OF THE
GENERAL MEETINGS' OF THE BYLAWS AND ARTICLE
NUMBER 25: 'CONVENING OF THE GENERAL
MEETINGS' OF THE BYLAWS
30 THE SHAREHOLDERS' MEETING RESOLVES TO BRING Mgmt For For
THE ARTICLES OF THE BYLAWS INTO CONFORMITY
WITH THE CURRENT LEGAL AND REGULATORY
REQUIREMENTS, SUBJECT TO THE RATIFICATION
OF THESE MODIFICATIONS BY THE NEXT
EXTRAORDINARY SHAREHOLDERS' MEETING. THIS
DELEGATION IS GRANTED FOR AN 18-MONTH
PERIOD
31 THE SHAREHOLDERS' MEETING GRANTS FULL Mgmt For For
POWERS TO THE BEARER OF AN ORIGINAL, A COPY
OR EXTRACT OF THE MINUTES OF THIS MEETING
TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
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
--------------------------------------------------------------------------------------------------------------------------
ORSTED Agenda Number: 713588993
--------------------------------------------------------------------------------------------------------------------------
Security: K7653Q105
Meeting Type: AGM
Meeting Date: 01-Mar-2021
Ticker:
ISIN: DK0060094928
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IN THE MAJORITY OF MEETINGS THE VOTES ARE Non-Voting
CAST WITH THE REGISTRAR WHO WILL FOLLOW
CLIENT INSTRUCTIONS. IN A SMALL PERCENTAGE
OF MEETINGS THERE IS NO REGISTRAR AND
CLIENTS VOTES MAY BE CAST BY THE CHAIRMAN
OF THE BOARD OR A BOARD MEMBER AS PROXY.
CLIENTS CAN ONLY EXPECT THEM TO ACCEPT
PRO-MANAGEMENT VOTES. THE ONLY WAY TO
GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES
ARE REPRESENTED AT THE MEETING IS TO SEND
YOUR OWN REPRESENTATIVE OR ATTEND THE
MEETING IN PERSON. THE SUB CUSTODIAN BANKS
OFFER REPRESENTATION SERVICES FOR AN ADDED
FEE IF REQUESTED. THANK YOU
CMMT PLEASE BE ADVISED THAT SPLIT AND PARTIAL Non-Voting
VOTING IS NOT AUTHORISED FOR A BENEFICIAL
OWNER IN THE DANISH MARKET. PLEASE CONTACT
YOUR GLOBAL CUSTODIAN FOR FURTHER
INFORMATION.
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR
RESOLUTION NUMBERS 9.1 TO 9.9 AND 11. THANK
YOU
1 REPORT BY THE BOARD OF DIRECTORS Non-Voting
2 PRESENTATION OF THE AUDITED ANNUAL REPORT Mgmt For For
FOR APPROVAL
3 PRESENTATION OF THE REMUNERATION REPORT FOR Mgmt For For
ADVISORY VOTE
4 PROPOSAL TO DISCHARGE THE BOARD OF Mgmt For For
DIRECTORS AND THE EXECUTIVE BOARD FROM
THEIR LIABILITIES
5 PROPOSAL FOR THE APPROPRIATION OF THE Mgmt For For
PROFIT ACCORDING TO THE APPROVED ANNUAL
REPORT
6 PROPOSAL FROM THE BOARD OF DIRECTORS FOR Mgmt Against Against
AUTHORIZATION TO ACQUIRE TREASURY SHARES
7.1 PROPOSAL FROM THE BOARD OF DIRECTORS: Mgmt For For
ADOPTION OF AN AMENDMENT OF THE
REMUNERATION POLICY TO AUTHORISE THE BOARD
OF DIRECTORS TO IMPLEMENT A SCHEME FOR
INDEMNIFICATION OF THE BOARD OF DIRECTORS
AND THE EXECUTIVE BOARD
7.2 PROPOSAL FROM THE BOARD OF DIRECTORS: Mgmt For For
ADOPTION OF AN AMENDMENT OF THE
REMUNERATION POLICY TO ALLOW FOR A FIXED
ANNUAL TRAVEL COMPENSATION FOR BOARD
MEMBERS RESIDING OUTSIDE EUROPE
7.3 PROPOSAL FROM THE BOARD OF DIRECTORS: Mgmt For For
ADOPTION OF AN AUTHORISATION IN THE
ARTICLES OF ASSOCIATION TO CONDUCT
COMPLETELY ELECTRONIC GENERAL MEETINGS
7.4 PROPOSAL FROM THE BOARD OF DIRECTORS: GRANT Mgmt For For
OF AUTHORISATION
8 ANY PROPOSALS FROM THE SHAREHOLDERS (NO Non-Voting
PROPOSALS)
9.1 ELECTION OF EIGHT MEMBERS OF THE BOARD OF Mgmt For For
DIRECTORS
9.2 RE-ELECTION OF THOMAS THUNE ANDERSEN AS Mgmt For For
CHAIRMAN OF THE BOARD OF DIRECTORS
9.3 RE-ELECTION OF LENE SKOLE AS DEPUTY Mgmt For For
CHAIRMAN OF THE BOARD OF DIRECTORS
9.4 RE-ELECTION OF LYNDA ARMSTRONG AS MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
9.5 RE-ELECTION OF JORGEN KILDAHL AS MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
9.6 RE-ELECTION OF PETER KORSHOLM AS MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
9.7 RE-ELECTION OF DIETER WEMMER AS MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
9.8 ELECTION OF JULIA KING, BARONESS BROWN OF Mgmt For For
CAMBRIDGE, AS NEW MEMBER OF THE BOARD OF
DIRECTORS
9.9 ELECTION OF HENRIK POULSEN AS NEW MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
10 DETERMINATION OF THE REMUNERATION PAYABLE Mgmt Against Against
TO THE BOARD OF DIRECTORS FOR THE FINANCIAL
YEAR 2021
11 RE-ELECTION OF PRICEWATERHOUSECOOPERS Mgmt Abstain Against
STATSAUTORISERET REVISIONSPARTNERSELSKAB AS
AUDITOR
12 ANY OTHER BUSINESS 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. THANK YOU
CMMT 05 FEB 2021: 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT 05 FEB 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
PRUDENTIAL PLC Agenda Number: 713870461
--------------------------------------------------------------------------------------------------------------------------
Security: G72899100
Meeting Type: AGM
Meeting Date: 13-May-2021
Ticker:
ISIN: GB0007099541
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE AND CONSIDER THE 2020 ACCOUNTS Mgmt For For
STRATEGIC REPORT DIRECTORS REMUNERATION
REPORT DIRECTORS REPORT AND THE AUDITORS
REPORT THE ANNUAL REPORT
2 TO APPROVE THE DIRECTORS REMUNERATION Mgmt Against Against
REPORT
3 TO ELECT CHUA SOCK KOONG AS A DIRECTOR Mgmt For For
4 TO ELECT MING LU AS A DIRECTOR Mgmt For For
5 TO ELECT JEANETTE WONG AS A DIRECTOR Mgmt For For
6 TO RE-ELECT SHRITI VADERA AS A DIRECTOR Mgmt For For
7 TO RE-ELECT JEREMY ANDERSON AS A DIRECTOR Mgmt For For
8 TO RE-ELECT MARK FITZPATRICK AS A DIRECTOR Mgmt For For
9 TO RE-ELECT DAVID LAW AS A DIRECTOR Mgmt For For
10 TO RE-ELECT ANTHONY NIGHTINGALE AS A Mgmt Against Against
DIRECTOR
11 TO RE-ELECT PHILIP REMNANT AS A DIRECTOR Mgmt Against Against
12 TO RE-ELECT ALICE SCHROEDER AS A DIRECTOR Mgmt For For
13 TO RE-ELECT JAMES TURNER AS A DIRECTOR Mgmt For For
14 TO RE-ELECT THOMAS WATJEN AS A DIRECTOR Mgmt Against Against
15 TO RE-ELECT MICHAEL WELLS AS A DIRECTOR Mgmt For For
16 TO RE-ELECT FIELDS WICKER-MIURIN AS A Mgmt Against Against
DIRECTOR
17 TO RE-ELECT AMY YIP AS A DIRECTOR Mgmt For For
18 TO RE-APPOINT KPMG LLP AS THE COMPANY'S Mgmt Against Against
AUDITOR
19 TO AUTHORISE THE AUDIT COMMITTEE TO Mgmt Against Against
DETERMINE THE AMOUNT OF THE AUDITORS
REMUNERATION
20 TO RENEW THE AUTHORITY TO MAKE POLITICAL Mgmt Against Against
DONATIONS
21 TO RENEW THE AUTHORITY TO ALLOT ORDINARY Mgmt For For
SHARES
22 TO RENEW THE EXTENSION OF AUTHORITY TO Mgmt For For
ALLOT ORDINARY SHARES TO INCLUDE
REPURCHASED SHARES
23 TO RENEW THE AUTHORITY FOR DISAPPLICATION Mgmt For For
OF PRE-EMPTION RIGHTS
24 TO RENEW THE AUTHORITY FOR DISAPPLICATION Mgmt For For
OF PRE-EMPTION RIGHTS FOR PURPOSES OF
ACQUISITIONS OR SPECIFIED CAPITAL
INVESTMENTS
25 TO RENEW THE AUTHORITY FOR PURCHASE OF OWN Mgmt For For
SHARES
26 TO RENEW THE AUTHORITY IN RESPECT OF NOTICE Mgmt Against Against
FOR GENERAL MEETINGS
--------------------------------------------------------------------------------------------------------------------------
ROPER TECHNOLOGIES, INC. Agenda Number: 935422775
--------------------------------------------------------------------------------------------------------------------------
Security: 776696106
Meeting Type: Annual
Meeting Date: 14-Jun-2021
Ticker: ROP
ISIN: US7766961061
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Shellye L. Archambeau Mgmt Against Against
1.2 Election of Director: Amy Woods Brinkley Mgmt For For
1.3 Election of Director: John F. Fort III Mgmt Against Against
1.4 Election of Director: L. Neil Hunn Mgmt For For
1.5 Election of Director: Robert D. Johnson Mgmt Against Against
1.6 Election of Director: Laura G. Thatcher Mgmt Against Against
1.7 Election of Director: Richard F. Wallman Mgmt Against Against
1.8 Election of Director: Christopher Wright Mgmt Against Against
2. Advisory vote to approve the compensation Mgmt Against Against
of our named executive officers.
3. Ratification of the appointment of Mgmt Against Against
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for 2021.
4. Approval of the Roper Technologies, Inc. Mgmt Against Against
2021 Incentive Plan.
--------------------------------------------------------------------------------------------------------------------------
SAP SE Agenda Number: 713760329
--------------------------------------------------------------------------------------------------------------------------
Security: D66992104
Meeting Type: AGM
Meeting Date: 12-May-2021
Ticker:
ISIN: DE0007164600
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
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
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
1 RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting
REPORTS FOR FISCAL YEAR 2020
2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF EUR 1.85 PER SHARE
3 APPROVE DISCHARGE OF MANAGEMENT BOARD FOR Mgmt Against Against
FISCAL YEAR 2020
4 APPROVE DISCHARGE OF SUPERVISORY BOARD FOR Mgmt Against Against
FISCAL YEAR 2020
5 RATIFY KPMG AG AS AUDITORS FOR FISCAL YEAR Mgmt Against Against
2021
6.1 ELECT QI LU TO THE SUPERVISORY BOARD Mgmt For For
6.2 ELECT ROUVEN WESTPHAL TO THE SUPERVISORY Mgmt For For
BOARD
7 APPROVE ISSUANCE OF WARRANTS/BONDS WITH Mgmt For For
WARRANTS ATTACHED/CONVERTIBLE BONDS WITHOUT
PREEMPTIVE RIGHTS UP TO AGGREGATE NOMINAL
AMOUNT OF EUR 10 BILLION APPROVE CREATION
OF EUR 100 MILLION POOL OF CAPITAL TO
GUARANTEE CONVERSION RIGHTS
8 AMEND CORPORATE PURPOSE Mgmt For For
9 AMEND ARTICLES RE: PROOF OF ENTITLEMENT Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
SEKISUI HOUSE,LTD. Agenda Number: 713747915
--------------------------------------------------------------------------------------------------------------------------
Security: J70746136
Meeting Type: AGM
Meeting Date: 27-Apr-2021
Ticker:
ISIN: JP3420600003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1 Approve Appropriation of Surplus Mgmt Against Against
2 Amend Articles to: Set the Maximum Size of Mgmt For For
the Board of Directors and Set the Maximum
Size of the Board of Corporate Auditors
3.1 Appoint a Director Nakai, Yoshihiro Mgmt For For
3.2 Appoint a Director Horiuchi, Yosuke Mgmt For For
3.3 Appoint a Director Nishida, Kumpei Mgmt For For
3.4 Appoint a Director Tanaka, Satoshi Mgmt For For
3.5 Appoint a Director Miura, Toshiharu Mgmt For For
3.6 Appoint a Director Ishii, Toru Mgmt For For
3.7 Appoint a Director Yoshimaru, Yukiko Mgmt For For
3.8 Appoint a Director Kitazawa, Toshifumi Mgmt For For
3.9 Appoint a Director Nakajima, Yoshimi Mgmt For For
3.10 Appoint a Director Takegawa, Keiko Mgmt For For
4.1 Appoint a Corporate Auditor Ito, Midori Mgmt Against Against
4.2 Appoint a Corporate Auditor Kobayashi, Mgmt For For
Takashi
--------------------------------------------------------------------------------------------------------------------------
SIGNATURE BANK Agenda Number: 935345101
--------------------------------------------------------------------------------------------------------------------------
Security: 82669G104
Meeting Type: Annual
Meeting Date: 22-Apr-2021
Ticker: SBNY
ISIN: US82669G1040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Kathryn A. Byrne Mgmt Against Against
1B. Election of Director: Maggie Timoney Mgmt For For
1C. Election of Director: George Tsunis Mgmt For For
2. To ratify the appointment of KPMG LLP, an Mgmt Against Against
independent registered public accounting
firm, as the independent auditors for the
year ending December 31, 2021.
3. Advisory vote on executive compensation. Mgmt Against Against
4. Approval of the Bank's share repurchase Mgmt For For
plan.
5. Approval to amend the Bank's Organization Mgmt Against Against
Certificate to increase the authorized
common stock of the Bank.
6. Approval to amend the 2004 Equity Plan to Mgmt Against Against
increase the number of shares of the Bank's
common stock.
--------------------------------------------------------------------------------------------------------------------------
SYMRISE AG Agenda Number: 713730302
--------------------------------------------------------------------------------------------------------------------------
Security: D827A1108
Meeting Type: AGM
Meeting Date: 05-May-2021
Ticker:
ISIN: DE000SYM9999
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1 RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting
REPORTS FOR FISCAL YEAR 2020
2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF EUR 0.97 PER SHARE
3 APPROVE DISCHARGE OF MANAGEMENT BOARD FOR Mgmt Against Against
FISCAL YEAR 2020
4 APPROVE DISCHARGE OF SUPERVISORY BOARD FOR Mgmt Against Against
FISCAL YEAR 2020
5 RATIFY ERNST & YOUNG GMBH AS AUDITORS FOR Mgmt For For
FISCAL YEAR 2021
6.1 ELECT MICHAEL KOENIG TO THE SUPERVISORY Mgmt For For
BOARD
6.2 ELECT URSULA BUCK TO THE SUPERVISORY BOARD Mgmt For For
6.3 ELECT BERND HIRSCH TO THE SUPERVISORY BOARD Mgmt For For
6.4 ELECT HORST-OTTO GERBERDING TO THE Mgmt Against Against
SUPERVISORY BOARD
6.5 ELECT ANDREA PFEIFER TO THE SUPERVISORY Mgmt Against Against
BOARD
6.6 ELECT PETER VANACKER TO THE SUPERVISORY Mgmt For For
BOARD
7 AMEND ARTICLES RE: ONLINE PARTICIPATION; Mgmt For For
ABSENTEE VOTE; VIRTUAL GENERAL MEETING
8 APPROVE REMUNERATION POLICY Mgmt For For
9 APPROVE REMUNERATION OF SUPERVISORY BOARD Mgmt For For
CMMT FROM 10TH FEBRUARY BROADRIDGE WILL CODE ALL Non-Voting
AGENDAS FOR GERMAN MEETINGS IN ENGLISH ONLY
IF YOU WISH TO SEE THE AGENDA IN GERMAN
THIS WILL BE MADE AVAILABLE AS A LINK UNDER
THE MATERIAL URL DROPDOWN AT THE TOP OF THE
BALLOT THE GERMAN AGENDAS FOR ANY EXISTING
OR PAST MEETINGS WILL REMAIN IN PLACE. FOR
FURTHER INFORMATION PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE
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.
CMMT 29 MAR 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO MODIFICATION OF TEXT OF
RESOLUTION 1. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MFG. CO. LTD. Agenda Number: 935435049
--------------------------------------------------------------------------------------------------------------------------
Security: 874039100
Meeting Type: Annual
Meeting Date: 08-Jun-2021
Ticker: TSM
ISIN: US8740391003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1) To accept 2020 Business Report and Mgmt For For
Financial Statements.
2) Based on recent amendments to the "Template Mgmt For For
of Procedures for Election of Director" by
the Taiwan Stock Exchange, to approve
amendments to the ballot format requirement
for election of Directors set forth in
TSMC's "Rules for Election of Directors".
3) To approve the issuance of employee Mgmt For For
restricted stock awards for year 2021.
4) DIRECTOR
Mark Liu* Mgmt For For
C.C. Wei* Mgmt For For
F.C. Tseng* Mgmt For For
Ming-Hsin Kung*+ Mgmt For For
Sir Peter L. Bonfield# Mgmt For For
Kok-Choo Chen# Mgmt For For
Michael R. Splinter# Mgmt For For
Moshe N. Gavrielov# Mgmt For For
Yancey Hai# Mgmt For For
L. Rafael Reif# Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
TAKEDA PHARMACEUTICAL COMPANY LIMITED Agenda Number: 714243451
--------------------------------------------------------------------------------------------------------------------------
Security: J8129E108
Meeting Type: AGM
Meeting Date: 29-Jun-2021
Ticker:
ISIN: JP3463000004
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1 Approve Appropriation of Surplus Mgmt Against Against
2 Amend Articles to: Establish the Articles Mgmt For For
Related to Shareholders Meeting held
without specifying a venue
3.1 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Christophe
Weber
3.2 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Iwasaki,
Masato
3.3 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Andrew Plump
3.4 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Constantine
Saroukos
3.5 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Sakane,
Masahiro
3.6 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Olivier Bohuon
3.7 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Jean-Luc Butel
3.8 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Ian Clark
3.9 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Fujimori,
Yoshiaki
3.10 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Steven Gillis
3.11 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Kuniya, Shiro
3.12 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Shiga,
Toshiyuki
4 Appoint a Director who is Audit and Mgmt For For
Supervisory Committee Member Iijima, Masami
5 Approve Payment of Bonuses to Directors Mgmt For For
(Excluding Directors who are Audit and
Supervisory Committee Members)
--------------------------------------------------------------------------------------------------------------------------
TERUMO CORPORATION Agenda Number: 714243487
--------------------------------------------------------------------------------------------------------------------------
Security: J83173104
Meeting Type: AGM
Meeting Date: 22-Jun-2021
Ticker:
ISIN: JP3546800008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1 Approve Appropriation of Surplus Mgmt Against Against
2.1 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Mimura,
Takayoshi
2.2 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Sato, Shinjiro
2.3 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Takagi,
Toshiaki
2.4 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Hatano, Shoji
2.5 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Nishikawa, Kyo
2.6 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Kuroda, Yukiko
2.7 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Nishi,
Hidenori
2.8 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Ozawa, Keiya
3.1 Appoint a Director who is Audit and Mgmt Against Against
Supervisory Committee Member Shibazaki,
Takanori
3.2 Appoint a Director who is Audit and Mgmt For For
Supervisory Committee Member Nakamura,
Masaichi
3.3 Appoint a Director who is Audit and Mgmt For For
Supervisory Committee Member Uno, Soichiro
4 Appoint a Substitute Director who is Audit Mgmt For For
and Supervisory Committee Member Sakaguchi,
Koichi
--------------------------------------------------------------------------------------------------------------------------
THE ESTEE LAUDER COMPANIES INC. Agenda Number: 935274530
--------------------------------------------------------------------------------------------------------------------------
Security: 518439104
Meeting Type: Annual
Meeting Date: 10-Nov-2020
Ticker: EL
ISIN: US5184391044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Class III Director: Charlene Mgmt Abstain Against
Barshefsky
1B. Election of Class III Director: Wei Sun Mgmt For For
Christianson
1C. Election of Class III Director: Fabrizio Mgmt For For
Freda
1D. Election of Class III Director: Jane Lauder Mgmt For For
1E. Election of Class III Director: Leonard A. Mgmt For For
Lauder
2. Ratification of appointment of Mgmt For For
PricewaterhouseCoopers LLP as independent
auditors for the 2021 fiscal year.
3. Advisory vote to approve executive Mgmt Against Against
compensation.
--------------------------------------------------------------------------------------------------------------------------
THERMO FISHER SCIENTIFIC INC. Agenda Number: 935375736
--------------------------------------------------------------------------------------------------------------------------
Security: 883556102
Meeting Type: Annual
Meeting Date: 19-May-2021
Ticker: TMO
ISIN: US8835561023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Marc N. Casper Mgmt For For
1B. Election of Director: Nelson J. Chai Mgmt Against Against
1C. Election of Director: C. Martin Harris Mgmt Against Against
1D. Election of Director: Tyler Jacks Mgmt For For
1E. Election of Director: R. Alexandra Keith Mgmt For For
1F. Election of Director: Thomas J. Lynch Mgmt Against Against
1G. Election of Director: Jim P. Manzi Mgmt Against Against
1H. Election of Director: James C. Mullen Mgmt For For
1I. Election of Director: Lars R. Sorensen Mgmt Against Against
1J. Election of Director: Debora L. Spar Mgmt Against Against
1K. Election of Director: Scott M. Sperling Mgmt Against Against
1L. Election of Director: Dion J. Weisler Mgmt Against Against
2. An advisory vote to approve named executive Mgmt Against Against
officer compensation.
3. Ratification of the Audit Committee's Mgmt Against Against
selection of PricewaterhouseCoopers LLP as
the Company's independent auditors for
2021.
4. A shareholder Proposal regarding special Shr For Against
Shareholder Meetings.
--------------------------------------------------------------------------------------------------------------------------
UNILEVER NV Agenda Number: 713022844
--------------------------------------------------------------------------------------------------------------------------
Security: N8981F289
Meeting Type: EGM
Meeting Date: 21-Sep-2020
Ticker:
ISIN: NL0000388619
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
IS REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU.
1 TO AMEND NV'S ARTICLES OF ASSOCIATION IN Mgmt For For
CONNECTION WITH UNIFICATION
2 TO APPROVE UNIFICATION Mgmt For For
3 TO DISCHARGE EXECUTIVE DIRECTORS Mgmt For For
4 TO DISCHARGE NON-EXECUTIVE DIRECTORS Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
UNILEVER PLC Agenda Number: 713716972
--------------------------------------------------------------------------------------------------------------------------
Security: G92087165
Meeting Type: AGM
Meeting Date: 05-May-2021
Ticker:
ISIN: GB00B10RZP78
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS
2. APPROVE REMUNERATION REPORT Mgmt For For
3. APPROVE REMUNERATION POLICY Mgmt For For
4. APPROVE CLIMATE TRANSITION ACTION PLAN Mgmt For For
5. RE-ELECT NILS ANDERSEN AS DIRECTOR Mgmt For For
6. RE-ELECT LAURA CHA AS DIRECTOR Mgmt Against Against
7. RE-ELECT DR JUDITH HARTMANN AS DIRECTOR Mgmt For For
8. RE-ELECT ALAN JOPE AS DIRECTOR Mgmt For For
9. RE-ELECT ANDREA JUNG AS DIRECTOR Mgmt Against Against
10. RE-ELECT SUSAN KILSBY AS DIRECTOR Mgmt For For
11. RE-ELECT STRIVE MASIYIWA AS DIRECTOR Mgmt For For
12. RE-ELECT YOUNGME MOON AS DIRECTOR Mgmt For For
13. RE-ELECT GRAEME PITKETHLY AS DIRECTOR Mgmt For For
14. RE-ELECT JOHN RISHTON AS DIRECTOR Mgmt For For
15. RE-ELECT FEIKE SIJBESMA AS DIRECTOR Mgmt Against Against
16. REAPPOINT KPMG LLP AS AUDITORS Mgmt Against Against
17. AUTHORISE BOARD TO FIX REMUNERATION OF Mgmt Against Against
AUDITORS
18. AUTHORISE EU POLITICAL DONATIONS AND Mgmt Against Against
EXPENDITURE
19. APPROVE SHARES PLAN Mgmt For For
20. AUTHORISE ISSUE OF EQUITY Mgmt For For
21. AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS
22. AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS IN CONNECTION WITH AN
ACQUISITION OR OTHER CAPITAL INVESTMENT
23. AUTHORISE MARKET PURCHASE OF ORDINARY Mgmt For For
SHARES
24. AUTHORISE THE COMPANY TO CALL GENERAL Mgmt Against Against
MEETING WITH TWO WEEKS' NOTICE
25. ADOPT NEW ARTICLES OF ASSOCIATION Mgmt For For
26. APPROVE REDUCTION OF THE SHARE PREMIUM Mgmt For For
ACCOUNT
CMMT 23 APR 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO DUE CHANGE IN NUMBERING FOR
ALL RESOLUTIONS. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
VALEO SA Agenda Number: 713755897
--------------------------------------------------------------------------------------------------------------------------
Security: F96221340
Meeting Type: MIX
Meeting Date: 26-May-2021
Ticker:
ISIN: FR0013176526
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN.
CMMT 01 APR 2021: 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU AND PLEASE NOTE THAT
SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT
THIS MEETING. IF NO SHAREHOLDER DETAILS ARE
PROVIDED, YOUR INSTRUCTION MAY CARRY A
HEIGHTENED RISK OF BEING REJECTED. THANK
YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
CMMT 30 APR 2021: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/balo/d
ocument/202103312100730-39 AND
https://www.journal-officiel.gouv.fr/balo/d
ocument/202104302101271-52 AND PLEASE NOTE
THAT THIS IS A REVISION DUE TO ADDITION OF
COMMENT AND DUE TO CHANGE IN NUMBERING OF
ALL RESOLUTIONS AND DUE TO RECEIPT OF
UPDATED BALO LINK. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
1 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2020
2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2020
3 ALLOCATION OF INCOME FOR THE FINANCIAL YEAR Mgmt Against Against
ENDED 31 DECEMBER 2020 AND SETTING OF THE
DIVIDEND
4 APPROVAL OF THE AGREEMENTS AND COMMITMENTS Mgmt For For
SUBJECT TO THE PROVISIONS OF ARTICLES
L.225-38 AND FOLLOWING OF THE FRENCH
COMMERCIAL CODE
5 RENEWAL OF THE TERM OF OFFICE OF CAROLINE Mgmt Against Against
MAURY DEVINE AS DIRECTOR
6 RENEWAL OF THE TERM OF OFFICE OF Mgmt For For
MARI-NOELLE JEGO-LAVEISSIERE AS DIRECTOR
7 RENEWAL OF THE TERM OF OFFICE OF VERONIQUE Mgmt Against Against
WEILL AS DIRECTOR
8 APPOINTMENT OF CHRISTOPHE PERILLAT AS Mgmt For For
DIRECTOR
9 APPROVAL OF THE INFORMATION RELATING TO THE Mgmt For For
COMPENSATION PAID DURING OR AWARDED FOR THE
FINANCIAL YEAR ENDED 31 DECEMBER 2020 TO
THE CORPORATE OFFICERS
10 APPROVAL OF THE COMPENSATION ELEMENTS PAID Mgmt For For
DURING OR AWARDED FOR THE FINANCIAL YEAR
ENDED 31 DECEMBER 2020 TO JACQUES
ASCHENBROICH, CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
11 APPROVAL OF THE COMPENSATION POLICY FOR Mgmt For For
DIRECTORS
12 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO THE CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
13 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO CHRISTOPHE PERILLAT, DEPUTY
CHIEF EXECUTIVE OFFICER
14 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO THE CHIEF EXECUTIVE OFFICER
IN ANTICIPATION OF THE SEPARATION OF DUTIES
15 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO THE CHAIRMAN OF THE BOARD OF
DIRECTORS IN ANTICIPATION OF THE SEPARATION
OF DUTIES
16 AUTHORISATION TO BE GRANTED TO THE BOARD OF Mgmt Against Against
DIRECTORS IN ORDER TO TRADE IN THE
COMPANY'S SHARES, NOT TO BE USED DURING A
PUBLIC OFFERING PERIOD
17 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS IN ORDER TO DECIDE
ON THE ISSUE OF SHARES AND/OR TRANSFERABLE
SECURITIES GRANTING ACCESS, IMMEDIATELY OR
IN THE FUTURE, TO THE CAPITAL OF THE
COMPANY OR OF A SUBSIDIARY, WITH RETENTION
OF THE SHAREHOLDERS' PRE-EMPTIVE
SUBSCRIPTION RIGHT, NOT USABLE DURING A
PUBLIC OFFER
18 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO DECIDE ON THE ISSUE
OF SHARES AND/OR TRANSFERABLE SECURITIES
GRANTING ACCESS, IMMEDIATELY OR IN THE
FUTURE, TO THE CAPITAL OF THE COMPANY OR OF
A SUBSIDIARY BY WAY OF PUBLIC OFFERING
(OTHER THAN THOSE REFERRED TO IN ARTICLE
L.411-2 OF THE FRENCH MONETARY AND
FINANCIAL CODE), WITH CANCELLATION OF THE
SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION
RIGHT, WITH POSSIBLE USE IN ORDER TO
COMPENSATE SECURITIES CONTRIBUTED TO THE
COMPANY IN THE CONTEXT OF A PUBLIC EXCHANGE
OFFER INITIATED BY THE COMPANY, NOT USABLE
DURING A PUBLIC OFFER PERIOD
19 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS IN ORDER TO DECIDE
ON THE ISSUE OF SHARES AND/OR TRANSFERABLE
SECURITIES GRANTING ACCESS, IMMEDIATELY OR
IN THE FUTURE, TO THE CAPITAL OF THE
COMPANY OR OF A SUBSIDIARY BY WAY OF A
PUBLIC OFFERING AS REFERRED TO IN ARTICLE
L.411-2 1DECREE OF THE FRENCH MONETARY AND
FINANCIAL CODE, WITH CANCELLATION OF THE
SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION
RIGHT, WHICH MAY NOT BE USED DURING A
PUBLIC OFFERING
20 AUTHORISATION GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS, IN THE EVENT OF AN ISSUE WITH
CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT, TO SET THE ISSUE PRICE
IN ACCORDANCE WITH THE TERMS AND CONDITIONS
DETERMINED BY THE GENERAL MEETING, WITHIN
THE LIMIT OF 10% OF THE SHARE CAPITAL PER
12-MONTH PERIOD, WHICH MAY NOT BE USED
DURING A PUBLIC OFFERING PERIOD
21 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS IN ORDER TO INCREASE
THE NUMBER OF SECURITIES TO BE ISSUED IN
THE EVENT OF AN ISSUE WITH RETENTION OR
CANCELLATION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHTS IN THE
CONTEXT OF OVER-ALLOCATION OPTIONS IN THE
EVENT OF DEMAND EXCEEDING THE NUMBER OF
SECURITIES OFFERED, WHICH MAY NOT BE USED
DURING A PUBLIC OFFER PERIOD
22 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS IN ORDER TO DECIDE
TO INCREASE THE SHARE CAPITAL BY
CAPITALISATION OF PREMIUMS, RESERVES,
PROFITS OR OTHER AMOUNTS WHOSE
CAPITALISATION WOULD BE ALLOWED, NOT USABLE
DURING THE PERIOD OF A PUBLIC OFFER
23 DELEGATION OF POWERS TO BE GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS IN ORDER TO PROCEED WITH
THE ISSUE OF SHARES AND/OR TRANSFERABLE
SECURITIES GRANTING ACCESS, IMMEDIATELY OR
IN THE FUTURE, TO THE COMPANY'S CAPITAL
WITH A VIEW TO COMPENSATE FOR CONTRIBUTIONS
IN KIND GRANTED TO THE COMPANY, WITHOUT
PRE-EMPTIVE SUBSCRIPTION RIGHTS, WHICH MAY
NOT BE USED DURING THE PERIOD OF A PUBLIC
OFFER
24 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS IN ORDER TO DECIDE
ON THE ISSUE OF SHARES AND/OR TRANSFERABLE
SECURITIES GRANTING ACCESS, IMMEDIATELY OR
IN THE FUTURE, TO THE COMPANY'S CAPITAL
RESERVED FOR MEMBERS OF SAVINGS PLANS, WITH
CANCELLATION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT, NOT USABLE
DURING A PERIOD OF PUBLIC OFFERING
25 AUTHORISATION TO BE GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO PROCEED WITH FREE
ALLOCATIONS OF EXISTING SHARES OR SHARES TO
BE ISSUED IN FAVOUR OF EMPLOYEES AND
CORPORATE OFFICERS OF THE GROUP OR SOME OF
THEM, ENTAILING THE WAIVER BY THE
SHAREHOLDERS OF THEIR PRE-EMPTIVE
SUBSCRIPTION RIGHTS
26 AUTHORISATION TO BE GRANTED TO THE BOARD OF Mgmt Against Against
DIRECTORS IN ORDER TO REDUCE THE SHARE
CAPITAL BY CANCELLING TREASURY SHARES
27 POWERS TO CARRY OUT FORMALITIES Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
VESTAS WIND SYSTEMS A/S Agenda Number: 713663208
--------------------------------------------------------------------------------------------------------------------------
Security: K9773J128
Meeting Type: AGM
Meeting Date: 08-Apr-2021
Ticker:
ISIN: DK0010268606
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IN THE MAJORITY OF MEETINGS THE VOTES ARE Non-Voting
CAST WITH THE REGISTRAR WHO WILL FOLLOW
CLIENT INSTRUCTIONS. IN A SMALL PERCENTAGE
OF MEETINGS THERE IS NO REGISTRAR AND
CLIENTS VOTES MAY BE CAST BY THE CHAIRMAN
OF THE BOARD OR A BOARD MEMBER AS PROXY.
CLIENTS CAN ONLY EXPECT THEM TO ACCEPT
PRO-MANAGEMENT VOTES. THE ONLY WAY TO
GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES
ARE REPRESENTED AT THE MEETING IS TO SEND
YOUR OWN REPRESENTATIVE OR ATTEND THE
MEETING IN PERSON. THE SUB CUSTODIAN BANKS
OFFER REPRESENTATION SERVICES FOR AN ADDED
FEE IF REQUESTED. THANK YOU
CMMT PLEASE BE ADVISED THAT SPLIT AND PARTIAL Non-Voting
VOTING IS NOT AUTHORISED FOR A BENEFICIAL
OWNER IN THE DANISH MARKET. PLEASE CONTACT
YOUR GLOBAL CUSTODIAN FOR FURTHER
INFORMATION.
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
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 SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR
RESOLUTION NUMBERS 6.A TO 6.H AND 7. THANK
YOU
1 THE BOARD OF DIRECTORS' REPORT Non-Voting
2 PRESENTATION AND ADOPTION OF THE ANNUAL Mgmt For For
REPORT
3 RESOLUTION FOR THE ALLOCATION OF THE RESULT Mgmt For For
OF THE YEAR: DKK 8.45 PER SHARE
4 PRESENTATION AND ADVISORY VOTE ON THE Mgmt Against Against
REMUNERATION REPORT
5 APPROVAL OF THE BOARD OF DIRECTORS' Mgmt For For
REMUNERATION
6.a RE-ELECTION OF ANDERS RUNEVAD AS A MEMBER Mgmt Abstain Against
TO THE BOARD OF DIRECTORS
6.b RE-ELECTION OF BERT NORDBERG AS A MEMBER TO Mgmt For For
THE BOARD OF DIRECTORS
6.c RE-ELECTION OF BRUCE GRANT AS A MEMBER TO Mgmt For For
THE BOARD OF DIRECTORS
6.d RE-ELECTION OF EVA MERETE SOFELDE BERNEKE Mgmt Abstain Against
AS A MEMBER TO THE BOARD OF DIRECTORS
6.e RE-ELECTION OF HELLE THORNING-SCHMIDT AS A Mgmt Abstain Against
MEMBER TO THE BOARD OF DIRECTORS
6.f RE-ELECTION OF KARL-HENRIK SUNDSTROM AS A Mgmt For For
MEMBER TO THE BOARD OF DIRECTORS
6.g RE-ELECTION OF LARS JOSEFSSON AS A MEMBER Mgmt For For
TO THE BOARD OF DIRECTORS
6.h ELECTION OF KENTARO HOSOMI AS A MEMBER TO Mgmt For For
THE BOARD OF DIRECTORS
7 RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt Abstain Against
STATSAUTORISERET REVISIONSPARTNERSELSKAB AS
AUDITOR
8.1 PROPOSAL FROM THE BOARD OF DIRECTORS: Mgmt Against Against
AMENDMENT OF THE COMPANY'S REMUNERATION
POLICY: AMENDMENTS TO THE REMUNERATION
POLICY CONCERNING THE VARIABLE REMUNERATION
TO THE EXECUTIVE MANAGEMENT, IN SECTION 3.1
"ANNUAL FIXED SALARY" AND SECTION 3.4
"VARIABLE COMPONENTS" TO SIMPLIFY THE
LONG-TERM INCENTIVE PROGRAMMES
8.2 PROPOSAL FROM THE BOARD OF DIRECTORS: Mgmt For For
AMENDMENT OF THE DENOMINATION OF SHARES:
AMENDMENT OF ARTICLES 2(1), 3, AND 6(1) OF
THE ARTICLES OF ASSOCIATION. THE
DENOMINATION PER SHARE BE CHANGED FROM DKK
1.00 TO DKK 0.01 OR MULTIPLES THEREOF,
ENTAILING THAT THE BOARD OF DIRECTORS MAY
AT A LATER STAGE UNDERTAKE A SHARE SPLIT
8.3 PROPOSAL FROM THE BOARD OF DIRECTORS: Mgmt For For
RENEWAL AND AMENDMENT OF THE AUTHORISATIONS
TO INCREASE THE SHARE CAPITAL: AMENDMENT OF
ARTICLE 3 OF THE ARTICLES OF ASSOCIATION.
AUTHORISATIONS TO INCREASE THE COMPANY'S
SHARE CAPITAL IS RENEWED SO THEY ARE VALID
UNTIL 1 APRIL 2026 WITH A MAXIMUM ISSUANCE
OF DKK 20,197,345
8.4 PROPOSAL FROM THE BOARD OF DIRECTORS: Mgmt For For
AUTHORISATION TO HOLD GENERAL MEETINGS
ELECTRONICALLY: NEW ARTICLE 4(3) OF THE
ARTICLES OF ASSOCIATION TO CREATE THE
GREATEST POSSIBLE FLEXIBILITY FOR THE
COMPANY WHEN PREPARING AND HOLDING GENERAL
MEETINGS AND IN ACCORDANCE WITH SECTION
77(2) OF THE DANISH COMPANIES ACT
8.5 PROPOSAL FROM THE BOARD OF DIRECTORS: Mgmt For For
RESOLUTION TO GRANT AUTHORISATION TO ADOPT
ELECTRONIC COMMUNICATION: NEW ARTICLE 13 OF
THE ARTICLES OF ASSOCIATION TO CREATE THE
GREATEST POSSIBLE FLEXIBILITY FOR THE
COMPANY IN THE FUTURE IN TERMS OF
COMMUNICATING WITH ITS SHAREHOLDERS IN
ACCORDANCE WITH SECTION 92 OF THE DANISH
COMPANIES ACT
8.6 PROPOSAL FROM THE BOARD OF DIRECTORS: Mgmt Against Against
AUTHORISATION TO THE BOARD OF DIRECTORS TO
DISTRIBUTE EXTRAORDINARY DIVIDEND: TO
CREATE THE GREATEST POSSIBLE FLEXIBILITY
FOR PAYING OUT DIVIDENDS BY THE COMPANY
8.7 PROPOSAL FROM THE BOARD OF DIRECTORS: Mgmt Against Against
RENEWAL OF THE AUTHORISATION TO ACQUIRE
TREASURY SHARES: AUTHORISATION TO ACQUIRE
TREASURY SHARES ON AN ONGOING BASIS UNTIL
31 DECEMBER 2022
9 AUTHORISATION OF THE CHAIRMAN OF THE Mgmt For For
GENERAL MEETING: THE BOARD OF DIRECTORS
PROPOSES THAT THE GENERAL MEETING
AUTHORISES THE CHAIRMAN OF THE GENERAL
MEETING (WITH A RIGHT OF SUBSTITUTION) TO
FILE AND REGISTER THE ADOPTED RESOLUTIONS
WITH THE DANISH BUSINESS AUTHORITY AND TO
MAKE SUCH AMENDMENTS TO THE DOCUMENTS FILED
WITH THE DANISH BUSINESS AUTHORITY, AS THE
DANISH BUSINESS AUTHORITY MAY REQUEST OR
FIND APPROPRIATE IN CONNECTION WITH THE
REGISTRATION OF THE ADOPTED RESOLUTIONS
10 ANY OTHER BUSINESS Non-Voting
CMMT 22 MAR 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO DUE CHANGE IN NUMBERING FOR
RESOLUTIONS 6 AND 3. IF YOU HAVE ALREADY
SENT IN YOUR VOTES TO MID 529134, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
VISA INC. Agenda Number: 935315576
--------------------------------------------------------------------------------------------------------------------------
Security: 92826C839
Meeting Type: Annual
Meeting Date: 26-Jan-2021
Ticker: V
ISIN: US92826C8394
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Lloyd A. Carney Mgmt Against Against
1B. Election of Director: Mary B. Cranston Mgmt For For
1C. Election of Director: Francisco Javier Mgmt For For
Fernandez-Carbajal
1D. Election of Director: Alfred F. Kelly, Jr. Mgmt For For
1E. Election of Director: Ramon Laguarta Mgmt For For
1F. Election of Director: John F. Lundgren Mgmt For For
1G. Election of Director: Robert W. Matschullat Mgmt For For
1H. Election of Director: Denise M. Morrison Mgmt For For
1I. Election of Director: Suzanne Nora Johnson Mgmt For For
1J. Election of Director: Linda J. Rendle Mgmt For For
1K. Election of Director: John A. C. Swainson Mgmt Against Against
1L. Election of Director: Maynard G. Webb, Jr. Mgmt For For
2. Approval, on an advisory basis, of Mgmt For For
compensation paid to our named executive
officers.
3. Ratification of the appointment of KPMG LLP Mgmt For For
as our independent registered public
accounting firm for the 2021 fiscal year.
4. Approval of the Visa Inc. 2007 Equity Mgmt Against Against
Incentive Compensation Plan, as amended and
restated.
5. Approval of an amendment to our Certificate Mgmt For For
of Incorporation to enable the adoption of
a special meeting right for Class A common
stockholders.
6. To vote on a stockholder proposal Shr For Against
requesting stockholders' right to act by
written consent, if properly presented.
7. To vote on a stockholder proposal to amend Shr For Against
our principles of executive compensation
program, if properly presented.
--------------------------------------------------------------------------------------------------------------------------
WATTS WATER TECHNOLOGIES, INC. Agenda Number: 935370281
--------------------------------------------------------------------------------------------------------------------------
Security: 942749102
Meeting Type: Annual
Meeting Date: 12-May-2021
Ticker: WTS
ISIN: US9427491025
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Christopher L. Conway Mgmt Withheld Against
Michael J. Dubose Mgmt For For
David A. Dunbar Mgmt Withheld Against
Louise K. Goeser Mgmt Withheld Against
Jes Munk Hansen Mgmt Withheld Against
W. Craig Kissel Mgmt For For
Joseph T. Noonan Mgmt For For
Robert J. Pagano, Jr. Mgmt For For
Merilee Raines Mgmt Withheld Against
Joseph W. Reitmeier Mgmt Withheld Against
2. Advisory vote to approve named executive Mgmt Against Against
officer compensation.
3. To ratify the appointment of KPMG LLP as Mgmt Against Against
our independent registered public
accounting firm for the fiscal year ending
December 31, 2021.
Mirova International Sustainable Equity Fund
--------------------------------------------------------------------------------------------------------------------------
ADYEN N.V. Agenda Number: 713491455
--------------------------------------------------------------------------------------------------------------------------
Security: N3501V104
Meeting Type: EGM
Meeting Date: 12-Feb-2021
Ticker:
ISIN: NL0012969182
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
IS REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1. OPENING AND ANNOUNCEMENTS Non-Voting
2. PROPOSAL APPOINTMENT ALEXANDER MATTHEY AS Mgmt For For
MEMBER OF THE MANAGEMENT BOARD WITH THE
TITLE CHIEF TECHNOLOGY OFFICER
3. PROPOSAL APPOINTMENT CAOIMHE TREASA KEOGAN Mgmt For For
AS MEMBER OF THE SUPERVISORY BOARD
4. ANY OTHER BUSINESS AND 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. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
ADYEN N.V. Agenda Number: 713974219
--------------------------------------------------------------------------------------------------------------------------
Security: N3501V104
Meeting Type: AGM
Meeting Date: 03-Jun-2021
Ticker:
ISIN: NL0012969182
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
IS REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1. OPENING AND ANNOUNCEMENTS Non-Voting
2. ANNUAL REPORT; MANAGEMENT BOARD Non-Voting
REMUNERATION; SUPERVISORY BOARD
REMUNERATION; ADOPTION OF THE ANNUAL
ACCOUNTS; DIVIDEND POLICY; DETERMINATION OF
DIVIDEND
2.a. DISCUSSION OF THE MANAGEMENT BOARD'S REPORT Non-Voting
AND THE SUPERVISORY BOARD'S REPORT FOR THE
PAST FINANCIAL YEAR. THE MANAGEMENT BOARD
WILL GIVE A PRESENTATION ON THE PERFORMANCE
OF THE COMPANY IN 2020. FURTHERMORE, THE
SUPERVISORY BOARD'S REPORT AND ACCOUNTANT
STATEMENTS WILL BE DISCUSSED
2.b. DISCUSSION OF THE REMUNERATION REPORT OVER Mgmt For For
THE YEAR 2020 INCLUDING THE MANAGEMENT
BOARD AND SUPERVISORY BOARD'S REMUNERATION
FOR THE PAST FINANCIAL YEAR. PLEASE REFER
TO THE REMUNERATION REPORT FOR THE
FINANCIAL YEAR 2020 (IN ACCORDANCE WITH THE
COMPANY'S EXISTING REMUNERATION POLICY AS
APPROVED BY THE GENERAL MEETING OF
SHAREHOLDERS WHICH WAS HELD ON 26 MAY 2020)
INCLUDED IN OUR ANNUAL REPORT ON PAGE 88,
AS PUBLISHED ON OUR WEBSITE
2.c. IT IS PROPOSED TO ADOPT THE ANNUAL ACCOUNTS Mgmt For For
FOR THE FINANCIAL YEAR 2020 AS DRAWN UP BY
THE MANAGEMENT BOARD AND SIGNED BY THE
MANAGEMENT BOARD AND THE SUPERVISORY BOARD.
PRICEWATERHOUSECOOPERS N.V. (PWC) HAS
AUDITED THE ANNUAL ACCOUNTS AND HAS ISSUED
AN UNQUALIFIED AUDITOR'S REPORT
2.d. DISCUSSION OF THE POLICY ON DIVIDEND, Non-Voting
RESERVATIONS AND DISTRIBUTIONS. PLEASE
REFER TO THE DIVIDEND POLICY PUBLISHED ON
THE COMPANY'S WEBSITE, AS FURTHER REFERRED
TO ON PAGE 128 OF THE ANNUAL REPORT FOR THE
FINANCIAL YEAR 2020. IN ACCORDANCE WITH THE
ARTICLES OF ASSOCIATION OF THE COMPANY, THE
MANAGEMENT BOARD, WITH THE APPROVAL OF THE
SUPERVISORY BOARD, DECIDED TO ALLOCATE THE
PROFITS FOR THE FINANCIAL YEAR 2020 TO THE
RESERVES OF THE COMPANY
3. IT IS PROPOSED TO DISCHARGE THE MEMBERS OF Mgmt Against Against
THE MANAGEMENT BOARD (IN 2020 BEING PIETER
VAN DER DOES (CEO), ARNOUT SCHUIJFF (CTO),
INGO UYTDEHAAGE (CFO), ROELANT PRINS (CCO),
MARITTE SWART (CLCO) AND KAMRAN ZAKI (COO))
FROM LIABILITY IN RESPECT OF THE
PERFORMANCE OF THEIR MANAGEMENT DUTIES TO
THE EXTENT THAT SUCH PERFORMANCE IS
APPARENT FROM THE ANNUAL ACCOUNTS FOR THE
FINANCIAL YEAR 2020 OR HAS BEEN OTHERWISE
DISCLOSED TO THE GENERAL MEETING BEFORE THE
RESOLUTION IS ADOPTED. IT IS FURTHERMORE
PROPOSED TO DISCHARGE THE MEMBERS OF THE
MANAGEMENT BOARD WHO RESIGNED IN THE COURSE
OF 2020 (BEING JOOP WIJN (FORMER CSRO) AND
SAM HALSE (FORMER COO)) FROM LIABILITY FOR
MANAGEMENT DUTIES PERFORMED IN THE
FINANCIAL YEAR 2020 UNTIL THEIR EFFECTIVE
DATE OF RESIGNATION
4. IT IS PROPOSED TO DISCHARGE THE MEMBERS OF Mgmt Against Against
THE SUPERVISORY BOARD (IN 2020 BEING PIERO
OVERMARS, DELFIN RUEDA, JOEP VAN BEURDEN
AND PAMELA JOSEPH) FROM LIABILITY IN
RESPECT OF THE PERFORMANCE OF THEIR
SUPERVISORY DUTIES TO THE EXTENT THAT SUCH
PERFORMANCE IS APPARENT FROM THE ANNUAL
ACCOUNTS FOR THE FINANCIAL YEAR 2020 OR HAS
BEEN OTHERWISE DISCLOSED TO THE GENERAL
MEETING BEFORE THE RESOLUTION IS ADOPTED
5. PROPOSAL REAPPOINTMENT INGO JEROEN Mgmt For For
UYTDEHAAGE AS MEMBER OF THE MANAGEMENT
BOARD WITH THE TITLE CHIEF FINANCIAL
OFFICER
6. PROPOSAL REAPPOINTMENT DELFIN RUEDA ARROYO Mgmt Against Against
AS MEMBER OF THE SUPERVISORY BOARD
7. IT IS PROPOSED TO RENEW THE AUTHORITY OF Mgmt For For
THE MANAGEMENT BOARD, SUBJECT TO THE
SUPERVISORY BOARD S APPROVAL, TO ISSUE
ORDINARY SHARES OR TO GRANT RIGHTS TO
SUBSCRIBE FOR ORDINARY SHARES FOR A PERIOD
OF 18 MONTHS FROM THE DATE OF THIS GENERAL
MEETING UP TO 10% OF THE TOTAL NUMBER OF
SHARES ISSUED AT THE TIME OF THE GENERAL
MEETING FOR ANY PURPOSES. ONCE THIS
AUTHORIZATION IS APPROVED, THIS WILL
REPLACE THE CURRENT AUTHORIZATIONS. ONCE
APPROVED, THE AUTHORIZATION CANNOT BE
REVOKED
8. IT IS PROPOSED TO RENEW THE AUTHORITY OF Mgmt For For
THE MANAGEMENT BOARD, SUBJECT TO THE
SUPERVISORY BOARD'S APPROVAL, TO RESTRICT
OR EXCLUDE APPLICABLE PRE-EMPTIVE RIGHTS
WHEN ISSUING ORDINARY SHARES OR GRANTING
RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES AS
SET OUT IN ITEM 7 ABOVE FOR A PERIOD OF 18
MONTHS FROM THE DATE OF THIS GENERAL
MEETING. ONCE THIS AUTHORIZATION IS
APPROVED, THIS WILL REPLACE THE CURRENT
AUTHORIZATIONS. ONCE APPROVED, THE
AUTHORIZATION CANNOT BE REVOKED
9. AUTHORITY TO ACQUIRE OWN SHARES Mgmt For For
10. IN ACCORDANCE WITH THE RECOMMENDATIONS OF Mgmt For For
THE AUDIT COMMITTEE, THE SUPERVISORY BOARD
PROPOSES TO REAPPOINT PWC AS EXTERNAL
AUDITOR OF THE COMPANY FOR THE CURRENT
FINANCIAL YEAR
11. ANY OTHER BUSINESS AND 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"
--------------------------------------------------------------------------------------------------------------------------
AIA GROUP LTD Agenda Number: 713839073
--------------------------------------------------------------------------------------------------------------------------
Security: Y002A1105
Meeting Type: AGM
Meeting Date: 20-May-2021
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/2021/0408/2021040800938.pdf AND
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2021/0408/2021040800946.pdf
CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A Non-Voting
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
AUDITOR'S REPORT FOR THE YEAR ENDED 31
DECEMBER 2020
2 TO DECLARE A FINAL DIVIDEND OF 100.30 HONG Mgmt Against Against
KONG CENTS PER SHARE FOR THE YEAR ENDED 31
DECEMBER 2020
3 TO RE-ELECT MR. LEE YUAN SIONG AS EXECUTIVE Mgmt For For
DIRECTOR OF THE COMPANY
4 TO RE-ELECT MR. CHUNG-KONG CHOW AS Mgmt Against Against
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE
COMPANY
5 TO RE-ELECT MR. JOHN BARRIE HARRISON AS Mgmt Against Against
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE
COMPANY
6 TO RE-ELECT PROFESSOR LAWRENCE JUEN-YEE LAU Mgmt Against Against
AS INDEPENDENT NON-EXECUTIVE DIRECTOR OF
THE COMPANY
7 TO RE-ELECT MR. CESAR VELASQUEZ PURISIMA AS Mgmt Against Against
INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE
COMPANY
8 TO RE-APPOINT PRICEWATERHOUSECOOPERS AS Mgmt Against Against
AUDITOR OF THE COMPANY AND TO AUTHORISE THE
BOARD OF DIRECTORS OF THE COMPANY TO FIX
ITS REMUNERATION
9.A 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
9.B TO GRANT A GENERAL MANDATE TO THE DIRECTORS Mgmt Against Against
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
--------------------------------------------------------------------------------------------------------------------------
AIR LIQUIDE SA Agenda Number: 713611019
--------------------------------------------------------------------------------------------------------------------------
Security: F01764103
Meeting Type: MIX
Meeting Date: 04-May-2021
Ticker:
ISIN: FR0000120073
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN.
CMMT 18 FEB 2021: PLEASE NOTE THAT SHAREHOLDER Non-Voting
DETAILS ARE REQUIRED TO VOTE AT THIS
MEETING. IF NO SHAREHOLDER DETAILS ARE
PROVIDED, YOUR INSTRUCTION MAY CARRY A
HEIGHTENED RISK OF BEING REJECTED. PLEASE
NOTE THAT IF YOU HOLD CREST DEPOSITORY
INTERESTS (CDIs) AND PARTICIPATE AT THIS
MEETING, YOU (OR YOUR CREST SPONSORED
MEMBER/CUSTODIAN) WILL BE REQUIRED TO
INSTRUCT A TRANSFER OF THE RELEVANT CDIs TO
THE ESCROW ACCOUNT SPECIFIED IN THE
ASSOCIATED CORPORATE EVENT IN THE CREST
SYSTEM. THIS TRANSFER WILL NEED TO BE
COMPLETED BY THE SPECIFIED CREST SYSTEM
DEADLINE. ONCE THIS TRANSFER HAS SETTLED,
THE CDIs WILL BE BLOCKED IN THE CREST
SYSTEM. THE CDIs WILL BE RELEASED FROM
ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU. THANK YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
CMMT 18 FEB 2021: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/balo/d
ocument/202102172100163-21: REVISION DUE TO
ADDITION OF COMMENT. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT VOTE
AGAIN UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU
1 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2020
2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2020
3 ALLOCATION OF INCOME FOR THE FINANCIAL YEAR Mgmt For For
2020; SETTING OF THE DIVIDEND
4 18-MONTH AUTHORIZATION GRANTED TO THE BOARD Mgmt For For
OF DIRECTORS TO ALLOW THE COMPANY TO TRADE
IN ITS OWN SHARES
5 RENEWAL OF THE TERM OF OFFICE OF MR. XAVIER Mgmt For For
HUILLARD AS DIRECTOR
6 APPOINTMENT OF MR. PIERRE BREBER AS Mgmt For For
DIRECTOR OF THE COMPANY
7 APPOINTMENT OF MR. AIMAN EZZAT AS DIRECTOR Mgmt For For
OF THE COMPANY
8 APPOINTMENT OF MR. BERTRAND DUMAZY AS Mgmt Against Against
DIRECTOR OF THE COMPANY
9 STATUTORY AUDITORS' SPECIAL REPORT ON THE Mgmt For For
AGREEMENTS REFERRED TO IN ARTICLES L.
225-38 AND FOLLOWING OF THE FRENCH
COMMERCIAL CODE
10 APPROVAL OF THE COMPENSATION ELEMENTS PAID Mgmt For For
DURING OR AWARDED FOR THE FINANCIAL YEAR
ENDED 31 DECEMBER 2020 TO MR. BENOIT POTIER
11 APPROVAL OF THE INFORMATION RELATING TO THE Mgmt For For
COMPENSATION OF THE CORPORATE OFFICERS
REFERRED TO IN ARTICLE L. 22-10-9 I OF THE
FRENCH COMMERCIAL CODE
12 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO EXECUTIVE CORPORATE OFFICERS
13 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO DIRECTORS
14 AUTHORISATION GRANTED TO THE BOARD OF Mgmt Against Against
DIRECTORS FOR 24 MONTHS TO REDUCE THE
CAPITAL BY CANCELLING TREASURY SHARES
15 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS FOR 26 MONTHS IN ORDER
TO INCREASE THE SHARE CAPITAL BY ISSUING
COMMON SHARES OR TRANSFERABLE SECURITIES
GRANTING ACCESS, IMMEDIATELY AND/OR IN THE
FUTURE, TO THE COMPANY'S CAPITAL, WITH
RETENTION OF SHAREHOLDERS' PRE-EMPTIVE
SUBSCRIPTION RIGHTS FOR A MAXIMUM NOMINAL
AMOUNT OF 470 MILLION EUROS
16 AUTHORISATION GRANTED FOR 26 MONTHS TO THE Mgmt For For
BOARD OF DIRECTORS IN ORDER TO INCREASE, IN
THE EVENT OF EXCESS DEMAND, THE AMOUNT OF
ISSUES OF SHARES OR TRANSFERABLE
SECURITIES)
17 DELEGATION OF AUTHORITY GRANTED FOR 26 Mgmt For For
MONTHS TO THE BOARD OF DIRECTORS IN ORDER
TO PROCEED WITH CAPITAL INCREASES WITH
CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT RESERVED FOR MEMBERS OF
A COMPANY OR GROUP SAVINGS PLAN
18 DELEGATION OF AUTHORITY GRANTED FOR 18 Mgmt For For
MONTHS TO THE BOARD OF DIRECTORS IN ORDER
TO PROCEED WITH CAPITAL INCREASES WITH
CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT RESERVED FOR A CATEGORY
OF BENEFICIARIES
19 POWERS TO CARRY OUT FORMALITIES Mgmt For For
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. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
ALLIANZ SE Agenda Number: 713711718
--------------------------------------------------------------------------------------------------------------------------
Security: D03080112
Meeting Type: AGM
Meeting Date: 05-May-2021
Ticker:
ISIN: DE0008404005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
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 2020
2 APPROPRIATION OF NET EARNINGS Mgmt Against Against
3 APPROVAL OF THE ACTIONS OF THE MEMBERS OF Mgmt Against Against
THE BOARD OF MANAGEMENT
4 APPROVAL OF THE ACTIONS OF THE MEMBERS OF Mgmt Against Against
THE SUPERVISORY BOARD
5 APPROVAL OF THE REMUNERATION SYSTEM FOR Mgmt Against Against
MEMBERS OF THE BOARD OF MANAGEMENT OF
ALLIANZ SE
6 APPROVAL OF THE REMUNERATION OF THE MEMBERS Mgmt For For
OF THE SUPERVISORY BOARD OF ALLIANZ SE AND
CORRESPONDING AMENDMENT OF THE STATUTES
7 AMENDMENT OF THE STATUTES REGARDING THE Mgmt For For
TERM OF OFFICE OF THE MEMBERS OF THE
SUPERVISORY BOARD
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 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
--------------------------------------------------------------------------------------------------------------------------
ASML HOLDING NV Agenda Number: 713687234
--------------------------------------------------------------------------------------------------------------------------
Security: N07059202
Meeting Type: AGM
Meeting Date: 29-Apr-2021
Ticker:
ISIN: NL0010273215
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
IS REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1. OPENING Non-Voting
2. OVERVIEW OF THE COMPANY'S BUSINESS, Non-Voting
FINANCIAL SITUATION AND SUSTAINABILITY
3. FINANCIAL STATEMENTS, RESULTS AND DIVIDEND Non-Voting
3.a ADVISORY VOTE ON THE REMUNERATION REPORT Mgmt For For
FOR THE BOARD OF MANAGEMENT AND THE
SUPERVISORY BOARD FOR THE FINANCIAL YEAR
2020
3.b PROPOSAL TO ADOPT THE FINANCIAL STATEMENTS Mgmt For For
OF THE COMPANY FOR THE FINANCIAL YEAR 2020,
AS PREPARED IN ACCORDANCE WITH DUTCH LAW
3.c CLARIFICATION OF THE COMPANY'S RESERVES AND Non-Voting
DIVIDEND POLICY
3.d PROPOSAL TO ADOPT A DIVIDEND IN RESPECT OF Mgmt For For
THE FINANCIAL YEAR 2020: EUR 2.75 PER SHARE
4 DISCHARGE Non-Voting
4.a PROPOSAL TO DISCHARGE THE MEMBERS OF THE Mgmt Against Against
BOARD OF MANAGEMENT FROM LIABILITY FOR
THEIR RESPONSIBILITIES IN THE FINANCIAL
YEAR 2020
4.b PROPOSAL TO DISCHARGE THE MEMBERS OF THE Mgmt Against Against
SUPERVISORY BOARD FROM LIABILITY FOR THEIR
RESPONSIBILITIES IN THE FINANCIAL YEAR 2020
5. PROPOSAL TO APPROVE THE NUMBER OF SHARES Mgmt For For
FOR THE BOARD OF MANAGEMENT
6. PROPOSAL TO ADOPT CERTAIN ADJUSTMENTS TO Mgmt For For
THE REMUNERATION POLICY FOR THE BOARD OF
MANAGEMENT
7. PROPOSAL TO ADOPT CERTAIN ADJUSTMENTS TO Mgmt For For
THE REMUNERATION POLICY FOR THE SUPERVISORY
BOARD
8. COMPOSITION OF THE BOARD OF MANAGEMENT Non-Voting
9. COMPOSITION OF THE SUPERVISORY BOARD Non-Voting
9.a PROPOSAL TO APPOINT MS. B. CONIX AS A Mgmt For For
MEMBER OF THE SUPERVISORY BOARD
9.b COMPOSITION OF THE SUPERVISORY BOARD IN Non-Voting
2022
10. PROPOSAL TO APPOINT KPMG ACCOUNTANTS N.V. Mgmt For For
AS EXTERNAL AUDITOR FOR THE REPORTING YEAR
2022: KPMG Accountants N.V.
11. PROPOSALS TO AUTHORIZE THE BOARD OF Non-Voting
MANAGEMENT TO ISSUE ORDINARY SHARES OR
GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY
SHARES, AS WELL AS TO RESTRICT OR EXCLUDE
THE PRE-EMPTION RIGHTS ACCRUING TO
SHAREHOLDERS
11.a AUTHORIZATION TO ISSUE ORDINARY SHARES OR Mgmt For For
GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY
SHARES UP TO 5% FOR GENERAL PURPOSES
11.b AUTHORIZATION OF THE BOARD OF MANAGEMENT TO Mgmt For For
RESTRICT OR EXCLUDE PRE-EMPTION RIGHTS IN
CONNECTION WITH AGENDA ITEM 11 A)
11.c AUTHORIZATION TO ISSUE ORDINARY SHARES OR Mgmt For For
GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY
SHARES UP TO 5% IN CONNECTION WITH OR ON
THE OCCASION OF MERGERS, ACQUISITIONS
AND/OR (STRATEGIC) ALLIANCES
11.d AUTHORIZATION OF THE BOARD OF MANAGEMENT TO Mgmt For For
RESTRICT OR EXCLUDE PRE-EMPTION RIGHTS IN
CONNECTION WITH AGENDA ITEM 11 C)
12. PROPOSALS TO AUTHORIZE THE BOARD OF Non-Voting
MANAGEMENT TO REPURCHASE ORDINARY SHARES UP
TO 20% OF THE ISSUED SHARE CAPITAL
12.a AUTHORIZATION TO REPURCHASE ORDINARY SHARES Mgmt For For
UP TO 10% OF THE ISSUED SHARE CAPITAL
12.b AUTHORIZATION TO REPURCHASE ADDITIONAL Mgmt Abstain Against
ORDINARY SHARES UP TO 10% OF THE ISSUED
SHARE CAPITAL
13. PROPOSAL TO CANCEL ORDINARY SHARES Mgmt Against Against
14. ANY OTHER BUSINESS Non-Voting
15. 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. THANK YOU
CMMT 30 MAR 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO MODIFICATION OF TEXT IN
RESOLUTION 3.D, 10 AND CHANGE IN NUMBERING
OF ALL RESOLUTIONS.. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT VOTE
AGAIN UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
CMMT 30 MAr 2021: Deletion of comment Non-Voting
--------------------------------------------------------------------------------------------------------------------------
BRAMBLES LTD Agenda Number: 713077471
--------------------------------------------------------------------------------------------------------------------------
Security: Q6634U106
Meeting Type: AGM
Meeting Date: 08-Oct-2020
Ticker:
ISIN: AU000000BXB1
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting
PROPOSALS 2 AND 8 TO 11 AND VOTES CAST BY
ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT
FROM THE PASSING OF THE PROPOSAL/S WILL BE
DISREGARDED BY THE COMPANY. HENCE, IF YOU
HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN
FUTURE BENEFIT (AS REFERRED IN THE COMPANY
ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT
PROPOSAL ITEMS. BY DOING SO, YOU
ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT
OR EXPECT TO OBTAIN BENEFIT BY THE PASSING
OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR
OR AGAINST) ON THE ABOVE MENTIONED
PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE
NOT OBTAINED BENEFIT NEITHER EXPECT TO
OBTAIN BENEFIT BY THE PASSING OF THE
RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE
VOTING EXCLUSION
1 TO CONSIDER AND RECEIVE THE FINANCIAL Non-Voting
REPORT, DIRECTORS' REPORT AND AUDITORS'
REPORT FOR BRAMBLES AND THE GROUP FOR THE
YEAR ENDED 30 JUNE 2020
2 TO ADOPT THE REMUNERATION REPORT FOR Mgmt For For
BRAMBLES AND THE GROUP FOR THE YEAR ENDED
30 JUNE 2020
3 THAT MR JOHN PATRICK MULLEN BE ELECTED TO Mgmt For For
THE BOARD OF BRAMBLES
4 THAT DR NORA LIA SCHEINKESTEL BE ELECTED TO Mgmt For For
THE BOARD OF BRAMBLES
5 THAT MR KENNETH STANLEY MCCALL BE ELECTED Mgmt For For
TO THE BOARD OF BRAMBLES
6 THAT MS TAHIRA HASSAN BE RE-ELECTED TO THE Mgmt For For
BOARD OF BRAMBLES
7 THAT MS NESSA O'SULLIVAN BE RE-ELECTED TO Mgmt For For
THE BOARD OF BRAMBLES
8 THAT THE BRAMBLES LIMITED MYSHARE PLAN (THE Mgmt For For
MYSHARE PLAN), AND THE ISSUE OF SHARES
UNDER THE MYSHARE PLAN, BE APPROVED FOR ALL
PURPOSES, INCLUDING FOR THE PURPOSE OF
AUSTRALIAN SECURITIES EXCHANGE LISTING RULE
7.2, EXCEPTION 13
9 THAT THE PARTICIPATION BY MR GRAHAM Mgmt Against Against
CHIPCHASE UNTIL THE 2021 ANNUAL GENERAL
MEETING IN THE BRAMBLES LIMITED PERFORMANCE
SHARE PLAN IN THE MANNER SET OUT IN THE
EXPLANATORY NOTES ACCOMPANYING THIS NOTICE
OF MEETING BE APPROVED FOR ALL PURPOSES
INCLUDING FOR THE PURPOSE OF AUSTRALIAN
SECURITIES EXCHANGE LISTING RULE 10.14
10 THAT THE PARTICIPATION BY MS NESSA Mgmt Against Against
O'SULLIVAN UNTIL THE 2021 ANNUAL GENERAL
MEETING IN THE BRAMBLES LIMITED PERFORMANCE
SHARE PLAN IN THE MANNER SET OUT IN THE
EXPLANATORY NOTES ACCOMPANYING THIS NOTICE
OF MEETING BE APPROVED FOR ALL PURPOSES
INCLUDING FOR THE PURPOSE OF AUSTRALIAN
SECURITIES EXCHANGE LISTING RULE 10.14
11 THAT THE PARTICIPATION BY MS NESSA Mgmt For For
O'SULLIVAN UNTIL 8 OCTOBER 2023 IN THE
BRAMBLES LIMITED MYSHARE PLAN IN THE MANNER
SET OUT IN THE EXPLANATORY NOTES
ACCOMPANYING THIS NOTICE OF MEETING BE
APPROVED FOR ALL PURPOSES INCLUDING THE
PURPOSE OF AUSTRALIAN SECURITIES EXCHANGE
LISTING RULE 10.14
12 THAT FOR THE PURPOSES OF SECTION 257C OF Mgmt For For
THE CORPORATIONS ACT AND FOR ALL OTHER
PURPOSES, SHAREHOLDERS AUTHORISE AND
APPROVE THE ON-MARKET BUY-BACK OF UP TO
150,400,000 FULLY PAID ORDINARY SHARES IN
THE COMPANY (REPRESENTING APPROXIMATELY 10%
OF THE COMPANY'S ISSUED SHARES AS AT 26
AUGUST 2020) IN THE 12 MONTH PERIOD
FOLLOWING THE APPROVAL OF THIS RESOLUTION,
PURSUANT TO AN ON-MARKET BUY-BACK CONDUCTED
IN ACCORDANCE WITH THE REQUIREMENTS OF THE
ASX LISTING RULES AND THE CORPORATIONS ACT
ON THE TERMS AS DESCRIBED IN THE
EXPLANATORY NOTES ACCOMPANYING THIS NOTICE
OF MEETING
--------------------------------------------------------------------------------------------------------------------------
CHR. HANSEN HOLDING A/S Agenda Number: 713299635
--------------------------------------------------------------------------------------------------------------------------
Security: K1830B107
Meeting Type: AGM
Meeting Date: 25-Nov-2020
Ticker:
ISIN: DK0060227585
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IN THE MAJORITY OF MEETINGS THE VOTES ARE Non-Voting
CAST WITH THE REGISTRAR WHO WILL FOLLOW
CLIENT INSTRUCTIONS. IN A SMALL PERCENTAGE
OF MEETINGS THERE IS NO REGISTRAR AND
CLIENTS VOTES MAY BE CAST BY THE CHAIRMAN
OF THE BOARD OR A BOARD MEMBER AS PROXY.
CLIENTS CAN ONLY EXPECT THEM TO ACCEPT
PRO-MANAGEMENT VOTES. THE ONLY WAY TO
GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES
ARE REPRESENTED AT THE MEETING IS TO SEND
YOUR OWN REPRESENTATIVE OR ATTEND THE
MEETING IN PERSON. THE SUB CUSTODIAN BANKS
OFFER REPRESENTATION SERVICES FOR AN ADDED
FEE IF REQUESTED. THANK YOU
CMMT PLEASE BE ADVISED THAT SPLIT AND PARTIAL Non-Voting
VOTING IS NOT AUTHORISED FOR A BENEFICIAL
OWNER IN THE DANISH MARKET. PLEASE CONTACT
YOUR GLOBAL CUSTODIAN FOR FURTHER
INFORMATION.
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR
RESOLUTION NUMBERS 7.A.A, 7.B.A TO 7.B.G
AND 8.A. THANK YOU.
1 REPORT ON THE COMPANY'S ACTIVITIES (NOT TO Non-Voting
BE PUT TO A VOTE)
2 APPROVAL OF THE 2019/20 ANNUAL REPORT Mgmt For For
3 RESOLUTION ON THE APPROPRIATION OF PROFIT Mgmt For For
4 PRESENTATION OF THE COMPANY'S 2019/20 Mgmt Against Against
REMUNERATION REPORT FOR AN ADVISORY VOTE
5 RESOLUTION ON REMUNERATION OF MEMBERS OF Mgmt For For
THE BOARD OF DIRECTORS
6.A PROPOSALS FROM THE BOARD OF DIRECTORS: Mgmt For For
PROPOSED AMENDMENT TO ARTICLE 6.9 OF THE
COMPANY'S ARTICLES OF ASSOCIATION; STANDARD
AGENDA FOR THE ANNUAL GENERAL MEETING
6.B PROPOSALS FROM THE BOARD OF DIRECTORS: Mgmt For For
PROPOSED AMENDMENT TO ARTICLE 6.1 OF THE
COMPANY'S ARTICLES OF ASSOCIATION;
AUTHORISATION TO THE BOARD OF DIRECTORS TO
RESOLVE TO HOLD PARTIAL OR FULL ELECTRONIC
GENERAL MEETINGS
6.C PROPOSED AMENDMENT TO ARTICLE 7.3 OF THE Mgmt For For
COMPANY'S ARTICLES OF ASSOCIATION;
SHAREHOLDERS' NOTIFICATION OF ATTENDANCE
7.A.A ELECTION OF A CHAIR OF THE BOARD OF Mgmt For For
DIRECTOR: DOMINIQUE REINICHE (RE-ELECTION)
7.B.A ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: JESPER BRANDGAARD (RE-ELECTION)
7.B.B ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: LUIS CANTARELL (RE-ELECTION)
7.B.C ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: HEIDI KLEINBACH-SAUTER
(RE-ELECTION)
7.B.D ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: MARK WILSON (RE-ELECTION)
7.B.E ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: LISE KAAE (ELECTION)
7.B.F ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: KEVIN LANE (ELECTION)
7.B.G ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: LILLIE LI VALEUR (ELECTION)
8.A ELECTION OF A COMPANY AUDITOR: RE-ELECTION Mgmt Abstain Against
OF PRICEWATERHOUSECOOPERS STATSAUTORISERET
REVISIONS PARTNERSELSKAB
9.A PLEASE NOTE THAT THIS RESOLUTION IS A Shr For Against
SHAREHOLDER PROPOSAL: PROPOSALS FROM
AKADEMIKER PENSION: GOING FORWARD AND
STARTING FROM THE 2020/21 FINANCIAL YEAR,
THE COMPANY MUST APPLY THE RECOMMENDATIONS
OF THE TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES (TCFD) AS THE
FRAMEWORK FOR CLIMATE-RELATED DISCLOSURE IN
THE COMPANY'S ANNUAL REPORT
9.B PLEASE NOTE THAT THIS RESOLUTION IS A Shr For For
SHAREHOLDER PROPOSAL: PROPOSALS FROM
AKADEMIKER PENSION: THE BOARD OF DIRECTORS
MUST COMPLETE AN ASSESSMENT OF THE ABILITY
OF THE COMPANY TO PUBLISH
COUNTRY-BY-COUNTRY TAX REPORTING IN LINE
WITH THE GLOBAL REPORTING INITIATIVE'S
STANDARD (GRI 207: TAX 2019) STARTING FROM
THE FINANCIAL YEAR 2021/22. THE FINDINGS OF
THE ASSESSMENT SHOULD BE MADE PUBLIC BEFORE
THE AGM IN 2021
10 AUTHORIZATION OF THE CHAIRMAN OF THE ANNUAL Mgmt For For
GENERAL MEETING
--------------------------------------------------------------------------------------------------------------------------
COLOPLAST A/S Agenda Number: 713354102
--------------------------------------------------------------------------------------------------------------------------
Security: K16018192
Meeting Type: AGM
Meeting Date: 03-Dec-2020
Ticker:
ISIN: DK0060448595
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IN THE MAJORITY OF MEETINGS THE VOTES ARE Non-Voting
CAST WITH THE REGISTRAR WHO WILL FOLLOW
CLIENT INSTRUCTIONS. IN A SMALL PERCENTAGE
OF MEETINGS THERE IS NO REGISTRAR AND
CLIENTS VOTES MAY BE CAST BY THE CHAIRMAN
OF THE BOARD OR A BOARD MEMBER AS PROXY.
CLIENTS CAN ONLY EXPECT THEM TO ACCEPT
PRO-MANAGEMENT VOTES. THE ONLY WAY TO
GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES
ARE REPRESENTED AT THE MEETING IS TO SEND
YOUR OWN REPRESENTATIVE OR ATTEND THE
MEETING IN PERSON. THE SUB CUSTODIAN BANKS
OFFER REPRESENTATION SERVICES FOR AN ADDED
FEE IF REQUESTED. THANK YOU
CMMT PLEASE BE ADVISED THAT SPLIT AND PARTIAL Non-Voting
VOTING IS NOT AUTHORISED FOR A BENEFICIAL
OWNER IN THE DANISH MARKET. PLEASE CONTACT
YOUR GLOBAL CUSTODIAN FOR FURTHER
INFORMATION.
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1 REPORT BY THE BOARD OF DIRECTORS ON THE Non-Voting
ACTIVITIES OF THE COMPANY DURING THE PAST
FINANCIAL YEAR
2 PRESENTATION AND APPROVAL OF THE AUDITED Mgmt For For
ANNUAL REPORT
3 RESOLUTION ON THE DISTRIBUTION OF PROFIT IN Mgmt For For
ACCORDANCE WITH THE APPROVED ANNUAL REPORT
4 PRESENTATION AND APPROVAL OF THE Mgmt Against Against
REMUNERATION REPORT
5 APPROVAL OF THE BOARD OF DIRECTORS' Mgmt For For
REMUNERATION FOR THE CURRENT FINANCIAL YEAR
6.1 PROPOSAL BY THE BOARD OF DIRECTORS: UPDATE Mgmt Against Against
OF REMUNERATION POLICY
6.2.1 PROPOSAL BY THE BOARD OF DIRECTORS: Mgmt For For
AMENDMENT OF ARTICLE 2 OF THE ARTICLES OF
ASSOCIATION - OBJECT
6.2.2 PROPOSAL BY THE BOARD OF DIRECTORS: Mgmt For For
ADOPTION OF NEW ARTICLE 11 OF THE ARTICLES
OF ASSOCIATION - ELECTRONIC GENERAL MEETING
6.3 PLEASE NOTE THAT THIS RESOLUTION IS A Shr For For
SHAREHOLDER PROPOSAL: PROPOSAL BY THE
SHAREHOLDER: FOR THE BOARD OF DIRECTORS TO
COMPLETE AN ASSESSMENT OF THE VIABILITY OF
COLOPLAST TO PUBLISH CORPORATE
COUNTRY-BY-COUNTRY TAX REPORTING IN LINE
WITH THE GLOBAL REPORTING INITIATIVE'S
STANDARD (GRI 207: TAX 2019) STARTING FROM
FINANCIAL YEAR 2021/22. THE FINDINGS OF THE
ASSESSMENT SHOULD BE MADE PUBLIC BEFORE THE
AGM IN 2021
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR
RESOLUTION NUMBERS 7.1 TO 7.6 AND 8. THANK
YOU
7.1 ELECTION OF MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS. THE BOARD OF DIRECTORS PROPOSES
ELECTION OF THE FOLLOWING MEMBER: LARS
SOREN RASMUSSEN
7.2 ELECTION OF MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS. THE BOARD OF DIRECTORS PROPOSES
ELECTION OF THE FOLLOWING MEMBER: NIELS
PETER LOUIS-HANSEN
7.3 ELECTION OF MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS. THE BOARD OF DIRECTORS PROPOSES
ELECTION OF THE FOLLOWING MEMBER: BIRGITTE
NIELSEN
7.4 ELECTION OF MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS. THE BOARD OF DIRECTORS PROPOSES
ELECTION OF THE FOLLOWING MEMBER: CARSTEN
HELLMANN
7.5 ELECTION OF MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS. THE BOARD OF DIRECTORS PROPOSES
ELECTION OF THE FOLLOWING MEMBER: JETTE
NYGAARD-ANDERSEN
7.6 ELECTION OF MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS. THE BOARD OF DIRECTORS PROPOSES
ELECTION OF THE FOLLOWING MEMBER: MARIANNE
WIINHOLT
8 ELECTION OF AUDITORS. THE BOARD OF Mgmt Abstain Against
DIRECTORS PROPOSES THE RE-ELECTION OF
PRICEWATERHOUSECOOPERS STATSAUTORISERET
REVISIONSPARTNERSELSKAB AS THE COMPANY'S
AUDITORS
9 ANY OTHER BUSINESS Non-Voting
CMMT 11 NOV 2020: 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT 11 NOV 2020: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
CREDIT AGRICOLE SA Agenda Number: 713725185
--------------------------------------------------------------------------------------------------------------------------
Security: F22797108
Meeting Type: MIX
Meeting Date: 12-May-2021
Ticker:
ISIN: FR0000045072
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN.
CMMT 26 MAR 2021: 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 AND PLEASE NOTE THAT IF YOU HOLD
CREST DEPOSITORY INTERESTS (CDIs) AND
PARTICIPATE AT THIS MEETING, YOU (OR YOUR
CREST SPONSORED MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT CDIs TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIs WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIs WILL BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU AND PLEASE NOTE THAT
SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT
THIS MEETING. IF NO SHAREHOLDER DETAILS ARE
PROVIDED, YOUR INSTRUCTION MAY CARRY A
HEIGHTENED RISK OF BEING REJECTED. THANK
YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
CMMT 26 APR 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO MODIFICATION OF THE TEXT 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 AND PLEASE NOTE THAT IMPORTANT
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/balo/d
ocument/202104262100066-50 AND PLEASE NOTE
THAT THIS IS A REVISION DUE TO CHANGE IN
NUMBERING OF ALL RESOLUTIONS 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
1 AMENDMENTS TO THE COMPANY'S BYLAWS TO ALLOW Mgmt For For
THE PAYMENT OF THE DIVIDEND IN SHARES
2 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2020 - APPROVAL OF THE OVERALL
AMOUNT OF NON-DEDUCTIBLE EXPENSES AND COSTS
3 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2020
4 ALLOCATION OF INCOME FOR THE FINANCIAL YEAR Mgmt Against Against
2020 AND SETTING OF THE DIVIDEND
5 OPTION FOR THE PAYMENT OF THE DIVIDEND IN Mgmt Against Against
SHARES
6 APPROVAL OF THE LOAN AGREEMENT BETWEEN Mgmt For For
CREDIT AGRICOLE S.A. AND CREDIT DU MAROC,
TO RESPOND TO THE REQUEST OF THE MOROCCAN
SUPERVISOR THAT THE INSTITUTIONS UNDER ITS
SUPERVISION RETAIN THE 2019 DIVIDEND,
ISSUED AFTER THE GENERAL MEETING, IN
ACCORDANCE WITH ARTICLES L.225-38 AND
FOLLOWING OF THE FRENCH COMMERCIAL CODE
7 APPROVAL OF THE AMENDMENT TO THE Mgmt For For
ASSOCIATES' PACT, SIGNED ON 8 JUNE 2018,
SPECIFYING THE RULES OF GOVERNANCE OF
CAGIP, IN ACCORDANCE WITH ARTICLES L.225-38
AND FOLLOWING OF THE FRENCH COMMERCIAL CODE
8 APPROVAL OF THE AMENDMENT TO THE AGREEMENT Mgmt For For
FOR THE TRANSFER OF CREDIT AGRICOLE S.A.'S
DSB ACTIVITY TO CACIB, RELATING TO THE
MODIFICATION OF THE SCOPE OF THE TRANSFER
OF GOODWILL BETWEEN CREDIT AGRICOLE SA AND
CA-CIB ON 1 JANUARY 2018, IN ACCORDANCE
WITH ARTICLES L.225-38 AND FOLLOWING OF THE
FRENCH COMMERCIAL CODE
9 APPROVAL OF THE FOUR TAX CONSOLIDATION Mgmt For For
AGREEMENTS RENEWED BY THE BOARD ON 10
FEBRUARY 2021, IN ACCORDANCE WITH ARTICLES
L.225-38 AND FOLLOWING OF THE FRENCH
COMMERCIAL CODE
10 APPROVAL OF THE AMENDMENT TO THE AMENDING Mgmt For For
LOAN AGREEMENT DATED 10 OCTOBER 2017,
CONCLUDED BETWEEN CREDIT AGRICOLE SA AND
CAISSE REGIONALE DE NORMANDIE, IN
ACCORDANCE WITH ARTICLES L.225-38 AND
FOLLOWING OF THE FRENCH COMMERCIAL CODE
11 APPOINTMENT OF MRS. AGNES AUDIER AS Mgmt For For
DIRECTOR, AS A REPLACEMENT FOR MRS.
LAURENCE DORS
12 APPOINTMENT OF MRS. MARIANNE LAIGNEAU AS Mgmt For For
DIRECTOR, AS A REPLACEMENT FOR MRS. MONICA
MONDARDINI
13 APPOINTMENT OF MRS. ALESSIA MOSCA AS Mgmt For For
DIRECTOR, AS A REPLACEMENT FOR MRS.
CAROLINE CATOIRE
14 APPOINTMENT OF MR. OLIVIER AUFFRAY AS Mgmt For For
DIRECTOR, AS A REPLACEMENT FOR MR. PHILIPPE
DE WAAL
15 APPOINTMENT OF MR. CHRISTOPHE LESUR AS Mgmt For For
DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS
AND MRS. CAROLINE CORBIERE AS HIS DEPUTY,
AS A REPLACEMENT FOR THE POSITION OF
DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS
OF REGIONAL FUNDS (CAISSES REGIONALES)
OCCUPIED BY MRS. PASCALE BERGER
16 RENEWAL OF THE TERM OF OFFICE OF MR. LOUIS Mgmt For For
TERCINIER AS DIRECTOR
17 RENEWAL OF THE TERM OF OFFICE OF SAS, RUE Mgmt For For
DE LA BOETIE AS DIRECTOR
18 RATIFICATION OF THE CO-OPTATION OF MRS. Mgmt For For
NICOLE GOURMELON AS DIRECTOR, AS A
REPLACEMENT FOR MRS. RENE TALAMONA, WHO
RESIGNED
19 RENEWAL OF THE TERM OF OFFICE OF MRS. Mgmt For For
NICOLE GOURMELON AS DIRECTOR
20 APPROVAL OF THE COMPENSATION POLICY FOR THE Mgmt For For
CHAIRMAN OF THE BOARD OF DIRECTORS
21 APPROVAL OF THE COMPENSATION POLICY FOR THE Mgmt For For
CHIEF EXECUTIVE OFFICER
22 APPROVAL OF THE COMPENSATION POLICY FOR THE Mgmt For For
DEPUTY CHIEF EXECUTIVE OFFICER
23 APPROVAL OF THE COMPENSATION POLICY FOR Mgmt For For
DIRECTORS
24 APPROVAL OF THE ELEMENTS MAKING UP THE Mgmt For For
TOTAL COMPENSATION AND BENEFITS OF ANY KIND
PAID DURING THE FINANCIAL YEAR ENDED 31
DECEMBER 2020 OR GRANTED FOR THE SAME
FINANCIAL YEAR TO MR. DOMINIQUE LEFEBVRE,
CHAIRMAN OF THE BOARD OF DIRECTORS
25 APPROVAL OF THE FIXED, VARIABLE AND Mgmt For For
EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL
COMPENSATION AND BENEFITS OF ANY KIND PAID
DURING THE FINANCIAL YEAR ENDED 31 DECEMBER
2020 OR ALLOCATED FOR THE SAME FINANCIAL
YEAR TO MR. PHILIPPE BRASSAC, CHIEF
EXECUTIVE OFFICER
26 APPROVAL OF THE FIXED, VARIABLE AND Mgmt For For
EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL
COMPENSATION AND BENEFITS OF ANY KIND PAID
DURING THE FINANCIAL YEAR ENDED 31 DECEMBER
2020 OR ALLOCATED FOR THE SAME FINANCIAL
YEAR TO MR. XAVIER MUSCA, DEPUTY CHIEF
EXECUTIVE OFFICER
27 APPROVAL OF THE COMPENSATION REPORT Mgmt For For
28 OPINION ON THE TOTAL AMOUNT OF COMPENSATION Mgmt For For
PAID DURING THE PAST FINANCIAL YEAR TO
CATEGORIES OF EMPLOYEES WHOSE PROFESSIONAL
ACTIVITIES HAVE A SIGNIFICANT IMPACT ON THE
RISK PROFILE OF THE COMPANY OR GROUP, AS
REFERRED TO IN ARTICLE L.511-71 OF THE
FRENCH MONETARY AND FINANCIAL CODE
29 AUTHORIZATION TO BE GRANTED TO THE BOARD OF Mgmt Against Against
DIRECTORS TO PURCHASE OR ARRANGE FOR THE
PURCHASE OF THE COMPANY'S SHARES
30 AMENDMENTS TO THE BYLAWS TO TAKE NOTE OF Mgmt For For
THE RENUMBERING OF THE FRENCH COMMERCIAL
CODE RESULTING FROM ORDER NO. 2020-1142 OF
16 SEPTEMBER 2020 CREATING, WITHIN THE
FRENCH COMMERCIAL CODE, A CHAPTER RELATING
TO COMPANIES WHOSE SECURITIES ARE ADMITTED
TO TRADING ON A REGULATED MARKET OR ON A
MULTILATERAL TRADING FACILITY
31 AMENDMENT TO ARTICLE 11 OF THE BYLAWS TO Mgmt For For
DETERMINE THE PROCEDURES FOR APPOINTING
DIRECTORS REPRESENTING EMPLOYEES IN
ACCORDANCE WITH THE PROVISIONS OF ARTICLE
L. 225-27-1 OF THE FRENCH COMMERCIAL CODE
32 AUTHORIZATION TO BE GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE THE SHARE CAPITAL BY
ISSUING SHARES AND/OR TRANSFERABLE
SECURITIES GRANTING ACCESS, IMMEDIATELY OR
IN THE FUTURE, TO THE CAPITAL, WITH
CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT, RESERVED FOR EMPLOYEES
OF THE COMPANIES OF THE CREDIT AGRICOLE
GROUP WHO ARE MEMBERS OF A COMPANY SAVINGS
PLAN
33 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE THE SHARE CAPITAL
WITH CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT, BY ISSUING SHARES OR
TRANSFERABLE SECURITIES GRANTING ACCESS,
IMMEDIATELY OR IN THE FUTURE, TO THE
CAPITAL, RESERVED FOR A CATEGORY OF
BENEFICIARIES, IN THE CONTEXT OF AN
EMPLOYEE SHAREHOLDING OPERATION
34 POWERS TO CARRY OUT FORMALITIES Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
CRODA INTERNATIONAL PLC Agenda Number: 713723991
--------------------------------------------------------------------------------------------------------------------------
Security: G25536155
Meeting Type: AGM
Meeting Date: 21-May-2021
Ticker:
ISIN: GB00BJFFLV09
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE THE FINANCIAL STATEMENTS OF THE Mgmt For For
COMPANY AND THE GROUP AND THE REPORTS OF
THE DIRECTORS AND AUDITORS FOR THE YEAR
ENDED 31 DECEMBER 2020
2 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt For For
REPORT FOR THE YEAR ENDED 31 DECEMBER 2020,
IN ACCORDANCE WITH SECTION 439 OF THE
COMPANIES ACT 2006 (THE 'ACT')
3 TO DECLARE A FINAL DIVIDEND OF 51.5 PENCE Mgmt Against Against
PER ORDINARY SHARE
4 TO RE-ELECT R CIRILLO AS A DIRECTOR Mgmt Against Against
5 TO RE-ELECT J P C FERGUSON AS A DIRECTOR Mgmt Against Against
6 TO RE-ELECT S E FOOTS AS A DIRECTOR Mgmt For For
7 TO RE-ELECT A M FREW AS A DIRECTOR Mgmt For For
8 TO RE-ELECT H L GANCZAKOWSKI AS A DIRECTOR Mgmt Against Against
9 TO RE-ELECT K LAYDEN AS A DIRECTOR Mgmt Against Against
10 TO RE-ELECT J K MAIDEN AS A DIRECTOR Mgmt For For
11 TO RE-ELECT J RAMSAY AS A DIRECTOR Mgmt Against Against
12 TO RE-APPOINT KPMG LLP AS AUDITORS OF THE Mgmt For For
COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING OF THE COMPANY
AT WHICH ACCOUNTS ARE LAID
13 TO AUTHORISE THE COMPANY'S AUDIT COMMITTEE Mgmt For For
TO DETERMINE THE REMUNERATION OF THE
AUDITORS ON BEHALF OF THE DIRECTORS
14 POLITICAL DONATIONS Mgmt Against Against
15 DIRECTORS' AUTHORITY TO ALLOT SHARES Mgmt Against Against
16 DISAPPLICATION OF PRE-EMPTION RIGHTS Mgmt For For
17 SUBJECT TO THE PASSING OF RESOLUTION 15 IN Mgmt For For
THIS NOTICE AND IN ADDITION TO ANY POWER
GIVEN PURSUANT TO RESOLUTION 16 IN THIS
NOTICE, THE DIRECTORS BE GENERALLY
EMPOWERED FROM THE CONCLUSION OF THIS AGM
PURSUANT TO SECTION 570 AND SECTION 573 OF
THE ACT TO ALLOT EQUITY SECURITIES (AS
DEFINED IN THE ACT) FOR CASH, PURSUANT TO
THE AUTHORITY CONFERRED BY RESOLUTION 15 IN
THIS NOTICE AS IF SECTION 561(1) OF THE ACT
DID NOT APPLY TO THE ALLOTMENT. THIS POWER:
I. EXPIRES (UNLESS PREVIOUSLY RENEWED,
VARIED OR REVOKED BY THE COMPANY IN A
GENERAL MEETING) AT THE END OF THE NEXT
ANNUAL GENERAL MEETING OF THE COMPANY AFTER
THE DATE ON WHICH THIS RESOLUTION IS PASSED
(OR, IF EARLIER, AT THE CLOSE OF BUSINESS
ON 21 AUGUST 2022), BUT THE COMPANY MAY
MAKE AN OFFER OR AGREEMENT WHICH WOULD OR
MIGHT REQUIRE EQUITY SECURITIES TO BE
ALLOTTED AFTER EXPIRY OF THIS POWER AND THE
DIRECTORS MAY ALLOT EQUITY SECURITIES IN
PURSUANCE OF THAT OFFER OR AGREEMENT AS IF
THIS POWER HAD NOT EXPIRED; AND II. IN THE
CASE OF THE AUTHORITY GRANTED UNDER
PARAGRAPH (I) OF RESOLUTION 15 OR A SALE OF
TREASURY SHARES SHALL BE LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES FOR CASH
OTHERWISE THAN PURSUANT TO PARAGRAPH (II)
OF RESOLUTION 16 UP TO AN AGGREGATE NOMINAL
AMOUNT OF GBP 740,130 AND PROVIDED THAT THE
ALLOTMENT IS FOR THE PURPOSES OF FINANCING
(OR REFINANCING IF THE POWER IS USED WITHIN
SIX MONTHS OF THE ORIGINAL TRANSACTION) A
TRANSACTION WHICH THE DIRECTORS DETERMINE
TO BE AN ACQUISITION OR OTHER CAPITAL
INVESTMENT OF A KIND CONTEMPLATED BY THE
PRE-EMPTION GROUP'S STATEMENT OF PRINCIPLES
ON DISAPPLYING PRE-EMPTION RIGHTS MOST
RECENTLY PUBLISHED BY THE PRE-EMPTION GROUP
PRIOR TO THE DATE OF THIS NOTICE. THIS
POWER APPLIES IN RELATION TO A SALE OF
SHARES WHICH IS AN ALLOTMENT OF EQUITY
SECURITIES BY VIRTUE OF SECTION 560(3) OF
THE ACT AS IF IN THE FIRST PARAGRAPH OF
THIS RESOLUTION THE WORDS "PURSUANT TO THE
AUTHORITY CONFERRED BY RESOLUTION 15 IN
THIS NOTICE" WERE OMITTED
18 COMPANY'S AUTHORITY TO PURCHASE ITS OWN Mgmt Against Against
SHARES
19 NOTICE PERIOD FOR SHAREHOLDERS' MEETINGS Mgmt Against Against
20 APPROVAL AND ADOPTION OF NEW ARTICLES OF Mgmt For For
ASSOCIATION
--------------------------------------------------------------------------------------------------------------------------
DANONE SA Agenda Number: 713755657
--------------------------------------------------------------------------------------------------------------------------
Security: F12033134
Meeting Type: MIX
Meeting Date: 29-Apr-2021
Ticker:
ISIN: FR0000120644
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
CMMT 14 APR 2021: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/balo/d
ocument/202104142100917-45 AND PLEASE NOTE
THAT THIS IS A REVISION DUE TO MODIFICATION
OF COMMENT AND CHANGE IN NUMBERING OF ALL
RESOLUTIONS AND CHANGE IN TEXT OF COMMENT
AND RECEIPT OF UPDATED BALO. IF YOU HAVE
ALREADY SENT IN YOUR VOTES TO MID 541236,
PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS
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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU AND PLEASE NOTE THAT
SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT
THIS MEETING. IF NO SHAREHOLDER DETAILS ARE
PROVIDED, YOUR INSTRUCTION MAY CARRY A
HEIGHTENED RISK OF BEING REJECTED. THANK
YOU
CMMT 07 APR 2021: PLEASE NOTE THAT THIS IS AN Non-Voting
AMENDMENT TO MEETING ID 535348 DUE TO
RECEIPT OF ADDITIONAL RESOLUTIONS 27 AND
28. 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 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2020
2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2020
3 ALLOCATION OF INCOME FOR THE FINANCIAL YEAR Mgmt For For
ENDED 31 DECEMBER 2020 AND SETTING OF THE
DIVIDEND AT 1.94 EUROS PER SHARE
4 RENEWAL OF THE TERM OF OFFICE OF MR. GUIDO Mgmt For For
BARILLA AS DIRECTOR
5 RENEWAL OF THE TERM OF OFFICE OF MRS. Mgmt For For
CECILE CABANIS AS DIRECTOR
6 RENEWAL OF THE TERM OF OFFICE OF MR. MICHEL Mgmt Against Against
LANDEL AS DIRECTOR PURSUANT TO PARAGRAPH 2
OF ARTICLE 15-II OF THE BY-LAWS
7 RENEWAL OF THE TERM OF OFFICE OF MRS. Mgmt For For
SERPIL TIMURAY AS DIRECTOR
8 RATIFICATION OF THE CO-OPTATION OF MR. Mgmt For For
GILLES SCHNEPP AS DIRECTOR, AS A
REPLACEMENT FOR MR. GREGG L. ENGLES, WHO
RESIGNED
9 APPROVAL OF THE AGREEMENTS SUBJECT TO THE Mgmt For For
PROVISIONS OF ARTICLES L.225-38 AND
FOLLOWING OF THE FRENCH COMMERCIAL CODE
CONCLUDED BY THE COMPANY WITH THE SICAV
DANONE COMMUNITIES
10 APPROVAL OF THE INFORMATION RELATING TO THE Mgmt For For
REMUNERATION OF CORPORATE OFFICERS
MENTIONED IN SECTION I OF ARTICLE L.22-10-9
OF THE FRENCH COMMERCIAL CODE FOR THE
FINANCIAL YEAR 2020
11 APPROVAL OF THE COMPENSATION ELEMENTS PAID Mgmt For For
DURING OR AWARDED IN RESPECT OF THE
FINANCIAL YEAR ENDED 31 DECEMBER 2020 TO
MR. EMMANUEL FABER, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
12 APPROVAL OF THE REMUNERATION POLICY FOR Mgmt For For
EXECUTIVE CORPORATE OFFICERS FOR THE
FINANCIAL YEAR 2021
13 SETTING OF THE OVERALL ANNUAL REMUNERATION Mgmt For For
AMOUNT OF DIRECTORS
14 APPROVAL OF THE REMUNERATION POLICY FOR THE Mgmt For For
DIRECTORS FOR THE FINANCIAL YEAR 2021
15 AUTHORIZATION TO BE GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO PURCHASE, RETAIN OR
TRANSFER SHARES OF THE COMPANY
16 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO ISSUE COMMON SHARES
AND TRANSFERABLE SECURITIES, WITH RETENTION
OF THE SHAREHOLDERS' PRE-EMPTIVE
SUBSCRIPTION RIGHT
17 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO ISSUE COMMON SHARES
AND TRANSFERABLE SECURITIES, WITH
CANCELLATION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT, BUT WITH
THE OBLIGATION TO GRANT A PRIORITY RIGHT
18 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN CASE OF A CAPITAL INCREASE
WITH CANCELLATION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT, IN ORDER TO
INCREASE THE NUMBER OF SECURITIES TO BE
ISSUED
19 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO ISSUE COMMON SHARES
AND TRANSFERABLE SECURITIES, WITHOUT THE
SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION
RIGHT, IN THE EVENT OF A PUBLIC EXCHANGE
OFFER INITIATED BY THE COMPANY
20 DELEGATION OF POWERS TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO ISSUE COMMON SHARES
AND TRANSFERABLE SECURITIES, WITHOUT THE
SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION
RIGHT, TO REMUNERATE CONTRIBUTIONS IN KIND
GRANTED TO THE COMPANY AND CONSTITUTED OF
EQUITY SECURITIES OR TRANSFERABLE
SECURITIES GRANTING ACCESS TO THE CAPITAL
21 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO INCREASE THE
COMPANY'S CAPITAL BY INCORPORATION OF
RESERVES, PROFITS, PREMIUMS OR OTHER
AMOUNTS WHOSE CAPITALISATION WOULD BE
ALLOWED
22 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO ISSUE COMMON SHARES
AND TRANSFERABLE SECURITIES RESERVED FOR
EMPLOYEES WHO ARE MEMBERS OF A COMPANY
SAVINGS PLAN AND/OR FOR TRANSFERS OF
RESERVED SECURITIES, WITHOUT THE
SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION
RIGHT
23 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO ISSUE COMMON SHARES
AND TRANSFERABLE SECURITIES, WITH
CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT, RESERVED FOR CATEGORIES
OF BENEFICIARIES CONSISTING OF EMPLOYEES
WORKING IN FOREIGN COMPANIES OF THE DANONE
GROUP, OR IN A SITUATION OF INTERNATIONAL
MOBILITY, IN THE CONTEXT OF EMPLOYEE
SHAREHOLDING OPERATIONS
24 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS TO PROCEED WITH ALLOCATIONS OF
EXISTING SHARES OR SHARES TO BE ISSUED OF
THE COMPANY, WITHOUT THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT
25 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt Against Against
DIRECTORS IN ORDER TO REDUCE THE CAPITAL BY
CANCELLING SHARES
26 POWERS TO CARRY OUT FORMALITIES Mgmt For For
27 APPROVAL OF THE COMPENSATION POLICY FOR Mgmt For For
EXECUTIVE CORPORATE OFFICERS ON AN INTERIM
BASIS FOR THE FINANCIAL YEAR 2021
28 APPROVAL OF THE ELEMENTS OF COMPENSATION Mgmt For For
PAID DURING OR AWARDED IN RESPECT OF THE
FINANCIAL YEAR 2021 TO MR. EMMANUEL FABER,
CHAIRMAN AND CHIEF EXECUTIVE OFFICER, UNTIL
HIS DEPARTURE
--------------------------------------------------------------------------------------------------------------------------
DASSAULT SYSTEMES SE Agenda Number: 713941094
--------------------------------------------------------------------------------------------------------------------------
Security: F2457H472
Meeting Type: MIX
Meeting Date: 26-May-2021
Ticker:
ISIN: FR0000130650
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
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 MAY 2021: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/balo/d
ocument/202104162100983-46 AND
https://www.journal-officiel.gouv.fr/balo/d
ocument/202105102101516-56 AND PLEASE NOTE
THAT THIS IS A REVISION DUE TO MODIFICATION
OF COMMENT. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
1 APPROVAL OF THE PARENT COMPANY ANNUAL Mgmt For For
FINANCIAL STATEMENTS
2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS
3 ALLOCATION OF THE RESULTS Mgmt For For
4 RELATED-PARTY AGREEMENTS Mgmt For For
5 COMPENSATION POLICY FOR CORPORATE OFFICERS Mgmt Against Against
6 COMPENSATION ELEMENTS PAID IN 2020 OR Mgmt For For
GRANTED WITH RESPECT TO 2020 TO MR. CHARLES
EDELSTENNE, CHAIRMAN OF THE BOARD
7 COMPENSATION ELEMENTS PAID IN 2020 OR Mgmt Against Against
GRANTED WITH RESPECT TO 2020 TO MR. BERNARD
CHARLES, VICE-CHAIRMAN OF THE BOARD OF
DIRECTORS AND CHIEF EXECUTIVE OFFICER
8 APPROVAL OF THE INFORMATION CONTAINED IN Mgmt Against Against
THE CORPORATE GOVERNANCE REPORT AND
RELATING TO THE COMPENSATION OF THE
CORPORATE OFFICERS (ARTICLE L. 22-10-9 OF
THE FRENCH COMMERCIAL CODE)
9 RE-APPOINTMENT OF MS. ODILE DESFORGES Mgmt For For
10 RE-APPOINTMENT OF MR. SOUMITRA DUTTA Mgmt Against Against
11 RATIFICATION OF THE APPOINTMENT OF MR. Mgmt For For
PASCAL DALOZ AS A DIRECTOR ON A TEMPORARY
BASIS BY THE BOARD OF DIRECTORS
12 AUTHORIZATION TO REPURCHASE DASSAULT Mgmt For For
SYSTEMES SHARES
13 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt Against Against
DIRECTORS TO REDUCE THE SHARE CAPITAL BY
CANCELLATION OF PREVIOUSLY REPURCHASED
SHARES IN THE FRAMEWORK OF THE SHARE
BUYBACK PROGRAM
14 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL BY ISSUING SHARES OR EQUITY
SECURITIES GIVING ACCESS TO OTHER EQUITY
SECURITIES OF THE COMPANY OR GIVING
ENTITLEMENT TO THE ALLOCATION OF DEBT
SECURITIES AND TO ISSUE SECURITIES GIVING
ACCESS TO THE COMPANY'S EQUITY SECURITIES
TO BE ISSUED, WITH PREFERENTIAL
SUBSCRIPTION RIGHTS FOR SHAREHOLDERS
15 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL BY ISSUING SHARES OR EQUITY
SECURITIES GIVING ACCESS TO OTHER EQUITY
SECURITIES OF THE COMPANY OR GIVING
ENTITLEMENT TO THE ALLOCATION OF DEBT
SECURITIES AND TO ISSUE SECURITIES GIVING
ACCESS TO EQUITY SECURITIES TO BE ISSUED,
WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS
FOR SHAREHOLDERS AND BY WAY OF A PUBLIC
OFFERING OTHER THAN THOSE REFERRED TO IN
ARTICLE L. 411-2 1 OF THE FRENCH MONETARY
AND FINANCIAL CODE
16 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL BY ISSUING SHARES OR EQUITY
SECURITIES GIVING ACCESS TO OTHER EQUITY
SECURITIES OR GIVING ENTITLEMENT TO THE
ALLOCATION OF DEBT SECURITIES AND TO ISSUE
SECURITIES GIVING ACCESS TO EQUITY
SECURITIES TO BE ISSUED, WITHOUT
PREFERENTIAL SUBSCRIPTION RIGHTS FOR
SHAREHOLDERS, UNDER A PUBLIC OFFERING
REFERRED TO IN ARTICLE L. 411-2 1 OF THE
FRENCH MONETARY AND FINANCIAL CODE
17 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE NUMBER
OF SECURITIES TO BE ISSUED IN THE EVENT OF
A SHARE CAPITAL INCREASE WITH OR WITHOUT
PREFERENTIAL SUBSCRIPTION RIGHTS
18 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL BY INCORPORATION OF RESERVES,
PROFITS OR PREMIUMS
19 DELEGATION OF POWERS GRANTED TO THE BOARD Mgmt For For
OF DIRECTORS TO INCREASE THE SHARE CAPITAL
BY ISSUING SHARES OR EQUITY SECURITIES
GIVING ACCESS TO OTHER EQUITY SECURITIES OR
GIVING ENTITLEMENT TO THE ALLOCATION OF
DEBT SECURITIES AS WELL AS TO THE
SECURITIES GIVING ACCESS TO EQUITY
SECURITIES TO BE ISSUED, UP TO A MAXIMUM OF
10%, TO REMUNERATE CONTRIBUTIONS IN KIND OF
SHARES OR EQUITY-LINKED SECURITIES
20 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt Against Against
DIRECTORS TO ALLOCATE COMPANY SHARE
SUBSCRIPTION TO CORPORATE OFFICERS
(MANDATAIRES SOCIAUX) AND EMPLOYEES OF THE
COMPANY AND ITS AFFILIATED COMPANIES
ENTAILING AUTOMATICALLY THAT SHAREHOLDERS
WAIVE THEIR PREFERENTIAL SUBSCRIPTION
RIGHTS
21 AUTHORIZATION OF THE BOARD OF DIRECTORS TO Mgmt For For
INCREASE THE SHARE CAPITAL FOR THE BENEFIT
OF MEMBERS OF A CORPORATE SAVINGS PLAN,
WITHOUT PRE-EMPTIVE RIGHTS
22 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL FOR THE BENEFIT OF A CATEGORY OF
BENEFICIARIES, WITHOUT PREFERENTIAL
SUBSCRIPTION RIGHTS
23 FIVE-FOR-ONE STOCK SPLIT Mgmt For For
24 POWERS FOR FORMALITIES Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
ESSILORLUXOTTICA SA Agenda Number: 713823537
--------------------------------------------------------------------------------------------------------------------------
Security: F31665106
Meeting Type: MIX
Meeting Date: 21-May-2021
Ticker:
ISIN: FR0000121667
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 538215 DUE TO RECEIVED CHANGE IN
NUMBERING OF RESOLUTIONS AND DELETION OF
COMMENT. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL
NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU
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/balo/d
ocument/202103262100665-37
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 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
1 THE SHAREHOLDERS' MEETING, AFTER HAVING Mgmt For For
REVIEWED THE REPORTS OF THE BOARD OF
DIRECTORS AND THE AUDITORS, APPROVES THE
COMPANY'S FINANCIAL STATEMENTS FOR THE
FISCAL YEAR THAT ENDED IN 2020, AS
PRESENTED TO THE MEETING, SHOWING NET
EARNINGS AMOUNTING TO EUR 612,847,956.76.
THE SHAREHOLDERS' MEETING ACKNOWLEDGES THAT
NO EXPENSES AND CHARGES THAT ARE NOT
TAX-DEDUCTIBLE WERE RECORDED FOR SAID
FINANCIAL YEAR
2 THE SHAREHOLDERS' MEETING, AFTER HAVING Mgmt For For
REVIEWED THE REPORTS OF THE BOARD OF
DIRECTORS AND THE AUDITORS, APPROVES THE
CONSOLIDATED FINANCIAL STATEMENTS FOR SAID
FISCAL YEAR, AS PRESENTED TO THE MEETING,
SHOWING A NET INCOME AMOUNTING TO EUR
148,612,000.00, OF WHICH GROUP SHARE
AMOUNTING TO EUR 84,537,000.00
3 THE MEETING RESOLVES TO ALLOCATE THE Mgmt Against Against
EARNINGS FOR THE YEAR ORIGIN EARNINGS: EUR
612,847,956.76 RETAINED EARNINGS: EUR
(57,813,905.20) LEGAL RESERVE: EUR
(220,021.74) DISTRIBUTABLE INCOME: EUR
554,814,029.82 SHARE PREMIUMS: EUR
22,061,479,287.27 OTHER RESERVES: EUR
2,057,542,518.52 DISTRIBUTABLE AMOUNTS: EUR
24,673,835,835.61 ALLOCATION STATUTORY
DIVIDEND OF 6 PERCENT: EUR 4,741,395.35
ADDITIONAL DIVIDEND: EUR 971,954,165.69
TOTAL DIVIDENDS: EUR 976,695,561.04 (EUR
502,556,026.00 (EUR 1.15) OF INTERIM
DIVIDEND PAID ON DECEMBER 28TH AND EUR
474,139.535.04 (EUR 1.08) AS BALANCE) SHARE
PREMIUMS: EUR 22,061,479,287.27 OTHER
RESERVES: EUR 1,635,660,987.27 SHAREHOLDERS
ARE GRANTED A DIVIDEND OF EUR 2.23 PER
ORDINARY SHARE PAID IN CASH OR IN NEW
SHARES ON JUNE 21ST 2021. OPTION EFFECTIVE
FROM JUNE 1ST TO 14TH 2021 THEN PAID IN
CASH. DIVIDENDS PAID: EUR 2.04 FOR 2018 AND
EUR 1.53 FOR 2017
4 THE SHAREHOLDERS' MEETING, AFTER REVIEWING Mgmt For For
THE SPECIAL REPORT OF THE AUDITORS ON
AGREEMENTS GOVERNED BY ARTICLE L. 225-38 ET
SEQ. OF THE FRENCH COMMERCIAL CODE,
APPROVES THE CONCLUSIONS OF SAID REPORT AND
THE AGREEMENTS REFERRED TO THEREIN
5 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Against Against
INFORMATION RELATED TO THE COMPENSATION AND
THE BENEFITS OR PERKS OF ANY KIND PAID OR
AWARDED TO THE CORPORATE OFFICERS FOR SAID
FISCAL YEAR, IN ACCORDANCE WITH THE ARTICLE
L.22-10-9 OF THE FRENCH COMMERCIAL CODE
6 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Against Against
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS OF ANY KIND PAID OR
AWARDED TO MR. LEONARDO DEL VECCHIO, CHIEF
EXECUTIVE OFFICER UNTIL DECEMBER 17TH 2020
AND CHAIRMAN OF THE BOARD OF DIRECTORS
SINCE THAT DATE, FOR SAID FISCAL YEAR
7 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Against Against
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS OF ANY KIND PAID OR
AWARDED TO MR. HUBERT SAGNIERES,
VICE-CHAIRMAN DEPUTY MANAGING DIRECTOR
UNTIL DECEMBER 17TH 2020 AND VICE-CHAIRMAN
OF THE BOARD OF DIRECTORS SINCE THAT DATE,
FOR SAID FISCAL YEAR
8 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
COMPENSATION POLICY APPLICABLE TO THE
CORPORATE OFFICERS FOR THE PERIOD FROM
JANUARY 1ST TO THE SHAREHOLDERS' MEETING
9 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Against Against
COMPENSATION POLICY APPLICABLE TO THE
CORPORATE OFFICERS FOR THE PERIOD AFTER THE
SHAREHOLDERS' MEETING
10 THE SHAREHOLDERS' MEETING AUTHORISES THE Mgmt Against Against
BOARD OF DIRECTORS TO BUY BACK THE
COMPANY'S ORDINARY SHARES ON THE OPEN
MARKET, SUBJECT TO THE CONDITIONS DESCRIBED
BELOW: MAXIMUM PURCHASE PRICE: EUR 200.00,
MAXIMUM NUMBER OF ORDINARY SHARES TO BE
ACQUIRED: 10 PERCENT OF THE SHARES
COMPOSING THE SHARE CAPITAL, GIVEN THAT THE
COMPANY MAY NOT HOLD IN ANY CASE MORE THAN
10 PERCENT OF ITS OWN SHARE CAPITAL. THIS
AUTHORISATION IS GIVEN FOR AN 18-MONTH
PERIOD AND SUPERSEDES THE FRACTION UNUSED
OF THE AUTHORISATION GIVEN BY THE
EXTRAORDINARY SHAREHOLDERS' MEETING OF JUNE
25TH 2020 IN RESOLUTION NR, 11. THE
SHAREHOLDERS' MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
11 THE SHAREHOLDERS' MEETING RESOLVES TO BRING Mgmt For For
THE ARTICLES OF THE BYLAWS INTO CONFORMITY
WITH THE LEGAL AND REGULATORY PROVISIONS OF
THE PACTE LAW AND TO AMEND, CONSEQUENTLY,
THE ARTICLES AS FOLLOWS: - ARTICLE NUMBER
4: 'HEAD OFFICE' OF THE BYLAWS, - ARTICLE
NUMBER 9: 'FORM OF THE SHARES' OF THE
BYLAWS, - ARTICLE NUMBER 11: 'BOARD OF
DIRECTORS' OF THE BYLAWS, - ARTICLE NUMBER
14: 'COMPENSATION OF THE DIRECTORS' OF THE
BYLAWS, - ARTICLE NUMBER 16: 'MEETINGS AND
DECISIONS OF THE BOARD OF DIRECTORS' OF THE
BYLAWS, - ARTICLE NUMBER 23: 'GENERAL
RULES' OF THE BYLAWS
12 THE SHAREHOLDERS' MEETING DECIDES TO AMEND Mgmt For For
ARTICLE NUMBER 13: 'DIRECTORS' TERM OF
OFFICE' OF THE BYLAWS
13 THE SHAREHOLDERS' MEETING DECIDES TO AMEND: Mgmt For For
- ARTICLE NUMBER 15: 'CHAIRMAN AND
VICE-CHAIRMAN OF THE BOARD OF DIRECTORS' OF
THE BYLAWS, - ARTICLE NUMBER 16: 'MEETINGS
AND DECISIONS OF THE BOARD OF DIRECTORS' OF
THE BYLAWS, - ARTICLE NUMBER 23: 'GENERAL
RULES' OF THE BYLAWS
14 THE SHAREHOLDERS' MEETING GRANTS ALL POWERS Mgmt Against Against
TO THE BOARD OF DIRECTORS TO REDUCE THE
SHARE CAPITAL, ON ONE OR MORE OCCASIONS, BY
CANCELLING ALL OR PART OF THE SHARES HELD
BY THE COMPANY IN CONNECTION WITH THE STOCK
REPURCHASE PLAN AUTHORISED BY THE BOARD OF
DIRECTORS, UP TO A MAXIMUM OF 10 PERCENT OF
THE SHARE CAPITAL OVER A 24-MONTH PERIOD.
THIS AUTHORISATION IS GIVEN FOR A 26-MONTH
PERIOD AND SUPERSEDES ANY AND ALL EARLIER
DELEGATIONS TO THE SAME EFFECT. THE
SHAREHOLDERS' MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
15 THE SHAREHOLDERS' MEETING AUTHORISES THE Mgmt Against Against
BOARD OF DIRECTORS TO GRANT, FOR FREE, ON
ONE OR MORE OCCASIONS, EXISTING SHARES OF
THE COMPANY, IN FAVOUR OF THE EMPLOYEES OR
THE MANAGING CORPORATE OFFICERS OF THE
COMPANY AND COMPANIES IN WHICH IT DIRECTLY
OR INDIRECTLY HOLDS AT LEAST 10 PERCENT OF
THE SHARE CAPITAL OR VOTING RIGHTS. THEY
MAY NOT REPRESENT MORE THAN 2.5 PERCENT OF
THE SHARE CAPITAL, GIVEN THAT THE NUMBER OF
PERFORMANCE SHARES ALLOCATED TO EACH
MANAGING CORPORATE OFFICER SHALL NOT EXCEED
3.5 PERCENT OF THE OVERALL FREE ALLOCATIONS
OF SHARES AND STOCK OPTIONS CARRIED OUT
EACH YEAR. THE PRESENT DELEGATION IS GIVEN
FOR A 38-MONTH PERIOD AND SUPERSEDES THE
FRACTION UNUSED OF THE AUTHORISATION GIVEN
BY THE EXTRAORDINARY SHAREHOLDERS' MEETING
OF NOVEMBER 29TH 2018 IN RESOLUTION NR, 7.
THE SHAREHOLDERS' MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
16 THE SHAREHOLDERS' MEETING DELEGATES TO THE Mgmt For For
BOARD OF DIRECTORS THE NECESSARY POWERS TO
INCREASE THE CAPITAL, ON ONE OR MORE
OCCASIONS, IN FRANCE OR ABROAD, BY A
MAXIMUM NOMINAL AMOUNT OF 5 PERCENT OF THE
SHARE CAPITAL, BY ISSUANCE OF COMPANY'S
ORDINARY SHARES AND-OR SECURITIES GIVING
ACCESS TO SHARES OF THE COMPANY OR ANOTHER
COMPANY OR GIVING RIGHT TO THE ALLOCATION
OF DEBT SECURITIES, WITH PREFERENTIAL
SUBSCRIPTION RIGHTS MAINTAINED. THE MAXIMUM
NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY
BE ISSUED SHALL NOT EXCEED EUR
1,500,000,000.00. THIS AUTHORISATION IS
GRANTED FOR A 26-MONTH PERIOD AND
SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORISATION GIVEN BY THE EXTRAORDINARY
SHAREHOLDERS' MEETING OF MAY 16TH 2019 IN
RESOLUTION NR, 16. THE SHAREHOLDERS'
MEETING DELEGATES ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
17 THE SHAREHOLDERS' MEETING DELEGATES TO THE Mgmt For For
BOARD OF DIRECTORS ALL POWERS IN ORDER TO
INCREASE THE SHARE CAPITAL, IN ONE OR MORE
OCCASIONS AND AT ITS SOLE DISCRETION, UP TO
A MAXIMUM NOMINAL AMOUNT OF EUR
500,000,000.00, BY WAY OF CAPITALIZING
RESERVES, PROFITS, PREMIUMS OR OTHER MEANS,
PROVIDED THAT SUCH CAPITALIZATION IS
ALLOWED BY LAW AND UNDER THE BYLAWS. THIS
AUTHORISATION IS GRANTED FOR A 26-MONTH
PERIOD AND SUPERSEDES THE FRACTION UNUSED
OF THE AUTHORISATION GIVEN BY THE
EXTRAORDINARY SHAREHOLDERS' MEETING OF MAY
16TH 2019 IN RESOLUTION NR, 17. THE
SHAREHOLDERS' MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
18 THE SHAREHOLDERS' MEETING AUTHORISES THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL, ON ONE OR MORE OCCASIONS, AT ITS
SOLE DISCRETION, IN FAVOUR OF ELIGIBLE
EMPLOYEES, CORPORATE OFFICERS AND FORMER
EMPLOYEES WHO ARE MEMBERS OF A COMPANY
SAVINGS PLAN, WITH CANCELLATION OF
PREFERENTIAL SUBSCRIPTION RIGHTS, BY
ISSUANCE OF NEW SHARES TO BE SUBSCRIBED IN
CASH AND, IF SO, SECURITIES GIVING ACCESS
TO THE SHARE CAPITAL. THE MAXIMUM NUMBER OF
COMPANY'S SHARES TO BE ISSUED UNDER THIS
DELEGATION OF AUTHORITY SHALL NOT EXCEED
0.5 PERCENT OF THE SHARE CAPITAL. THIS
AUTHORISATION IS GRANTED FOR A 26-MONTH
PERIOD AND SUPERSEDES THE FRACTION UNUSED
OF THE AUTHORISATION GIVEN BY THE
EXTRAORDINARY SHAREHOLDERS' MEETING OF JUNE
25TH 2020 IN RESOLUTION NR, 12. THE
SHAREHOLDERS' MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
19 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MR. LEONARDO DEL VECCHIO AS
DIRECTOR FOR A 3-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2023
FISCAL YEAR, GIVEN THAT IN THE ABSENCE OF
THE APPROVAL OF RESOLUTION NUMBER 12, THIS
TERM OF OFFICE IS RENEWED FOR A PERIOD AS
DETERMINED IN RESOLUTION NUMBER 31
20 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt Against Against
APPOINTMENT OF MR. ROMOLO BARDIN AS
DIRECTOR FOR A 3-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2023
FISCAL YEAR, GIVEN THAT IN THE ABSENCE OF
THE APPROVAL OF RESOLUTION NUMBER 12, THIS
TERM OF OFFICE IS RENEWED FOR A PERIOD AS
DETERMINED IN RESOLUTION NUMBER 31
21 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MRS. JULIETTE FAVRE AS
DIRECTOR FOR A 3-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2023
FISCAL YEAR, GIVEN THAT IN THE ABSENCE OF
THE APPROVAL OF RESOLUTION NUMBER 12, THIS
TERM OF OFFICE IS RENEWED FOR A PERIOD AS
DETERMINED IN RESOLUTION NUMBER 31
22 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MR. FRANCESCO MILLERI AS
DIRECTOR FOR A 3-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2023
FISCAL YEAR, GIVEN THAT IN THE ABSENCE OF
THE APPROVAL OF RESOLUTION NUMBER 12, THIS
TERM OF OFFICE IS RENEWED FOR A PERIOD AS
DETERMINED IN RESOLUTION NUMBER 31
23 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MR. PAUL DU SAILLANT AS
DIRECTOR FOR A 3-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2023
FISCAL YEAR, GIVEN THAT IN THE ABSENCE OF
THE APPROVAL OF RESOLUTION NUMBER 12, THIS
TERM OF OFFICE IS RENEWED FOR A PERIOD AS
DETERMINED IN RESOLUTION NUMBER 31
24 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MRS. CHRISTINA SCOCCHIA AS
DIRECTOR FOR A 3-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2023
FISCAL YEAR, GIVEN THAT IN THE ABSENCE OF
THE APPROVAL OF RESOLUTION NUMBER 12, THIS
TERM OF OFFICE IS RENEWED FOR A PERIOD AS
DETERMINED IN RESOLUTION NUMBER 31
25 THE SHAREHOLDERS' MEETING APPOINTS MR. Mgmt Against Against
JEAN-LUC BIAMONTI AS DIRECTOR FOR A 3-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2023 FISCAL YEAR, GIVEN
THAT IN THE ABSENCE OF THE APPROVAL OF
RESOLUTION NUMBER 12, THIS TERM OF OFFICE
IS RENEWED FOR A PERIOD AS DETERMINED IN
RESOLUTION NUMBER 31
26 THE SHAREHOLDERS' MEETING APPOINTS MRS. Mgmt For For
MARIE-CHRISTINE COISNE AS DIRECTOR FOR A
3-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2023 FISCAL YEAR, GIVEN
THAT IN THE ABSENCE OF THE APPROVAL OF
RESOLUTION NUMBER 12, THIS TERM OF OFFICE
IS RENEWED FOR A PERIOD AS DETERMINED IN
RESOLUTION NUMBER 31
27 THE SHAREHOLDERS' MEETING APPOINTS MR. JOSE Mgmt For For
GONZALO AS DIRECTOR FOR A 3-YEAR PERIOD,
I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED
TO RULE ON THE FINANCIAL STATEMENTS FOR THE
2023 FISCAL YEAR, GIVEN THAT IN THE ABSENCE
OF THE APPROVAL OF RESOLUTION NUMBER 12,
THIS TERM OF OFFICE IS RENEWED FOR A PERIOD
AS DETERMINED IN RESOLUTION NUMBER 31
28 THE SHAREHOLDERS' MEETING APPOINTS MRS. Mgmt For For
SWATI PIRAMAL AS DIRECTOR FOR A 3-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2023 FISCAL YEAR, GIVEN
THAT IN THE ABSENCE OF THE APPROVAL OF
RESOLUTION NUMBER 12, THIS TERM OF OFFICE
IS RENEWED FOR A PERIOD AS DETERMINED IN
RESOLUTION NUMBER 31
29 THE SHAREHOLDERS' MEETING APPOINTS MRS. Mgmt For For
NATHALIE VON SIEMENS AS DIRECTOR FOR A
3-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2023 FISCAL YEAR, GIVEN
THAT IN THE ABSENCE OF THE APPROVAL OF
RESOLUTION NUMBER 12, THIS TERM OF OFFICE
IS RENEWED FOR A PERIOD AS DETERMINED IN
RESOLUTION NUMBER 31
30 THE SHAREHOLDERS' MEETING APPOINTS MR. Mgmt For For
ANDREA ZAPPIA AS DIRECTOR FOR A 3-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2023 FISCAL YEAR, GIVEN
THAT IN THE ABSENCE OF THE APPROVAL OF
RESOLUTION NUMBER 12, THIS TERM OF OFFICE
IS RENEWED FOR A PERIOD AS DETERMINED IN
RESOLUTION NUMBER 31
31 THE SHAREHOLDERS' MEETING RESOLVES THAT IF Mgmt For For
THE RESOLUTION NUMBER 12 OF THIS MEETING IS
NOT ADOPTED, 4 DIRECTORS RENEWED OR
APPOINTED WITH THE USE OF THE RESOLUTIONS
NUMBER 19 TO 30 (INCLUSIVE) WILL BE RENEWED
OR APPOINTED, AS APPROPRIATE, FOR A 2-YEAR
PERIOD, WHEREAS ALL THE OTHERS WILL BE
RENEWED OR APPOINTED, AS APPROPRIATE, FOR A
3-YEAR PERIOD. THE 4 DIRECTORS RENEWED OR
APPOINTED, AS APPROPRIATE, FOR 2 YEARS WILL
BE DRAWN BY LOTS
32 THE SHAREHOLDERS' MEETING GRANTS FULL Mgmt For For
POWERS TO THE BEARER OF AN ORIGINAL, A COPY
OR EXTRACT OF THE MINUTES OF THIS MEETING
TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
--------------------------------------------------------------------------------------------------------------------------
GEBERIT AG Agenda Number: 713679491
--------------------------------------------------------------------------------------------------------------------------
Security: H2942E124
Meeting Type: OGM
Meeting Date: 14-Apr-2021
Ticker:
ISIN: CH0030170408
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
ARE REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU.
CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting
AGENDA AND MEETING ATTENDANCE REQUESTS
ONLY. PLEASE ENSURE THAT YOU HAVE FIRST
VOTED IN FAVOUR OF THE REGISTRATION OF
SHARES IN PART 1 OF THE MEETING. IT IS A
MARKET REQUIREMENT FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A REGISTERED LOCATION AT THE CSD,
AND SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE.
THEREFORE WHILST THIS DOES NOT PREVENT THE
TRADING OF SHARES, ANY THAT ARE REGISTERED
MUST BE FIRST DEREGISTERED IF REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT REPRESENTATIVE
1 APPROVAL OF THE BUSINESS AND FINANCIAL Mgmt Split 80% For Split
REVIEW, THE FINANCIAL STATEMENTS AND THE
CONSOLIDATED FINANCIAL STATEMENTS FOR 2020,
ACCEPTANCE OF THE AUDITORS' REPORTS
2 RESOLUTION ON THE APPROPRIATION OF Mgmt Split 80% Against Split
AVAILABLE EARNINGS: CHF 11.40 PER SHARE
3 FORMAL APPROVAL OF THE ACTIONS OF THE BOARD Mgmt Split 80% Against Split
OF DIRECTORS
4.1.1 RE-ELECTION OF ALBERT M. BAEHNY AS A MEMBER Mgmt Split 80% For Split
OF THE BOARD OF DIRECTORS AND AS CHAIRMAN
OF THE BOARD OF DIRECTORS
4.1.2 RE-ELECTION OF FELIX R. EHRAT: THE BOARD OF Mgmt Split 80% Against Split
DIRECTORS PROPOSES THAT FELIX R. EHRAT BE
RE-ELECTED AS A MEMBER OF THE BOARD OF
DIRECTORS UNTIL THE CLOSING OF THE NEXT
ORDINARY GENERAL MEETING
4.1.3 RE-ELECTION OF WERNER KARLEN: THE BOARD OF Mgmt Split 80% For Split
DIRECTORS PROPOSES THAT WERNER KARLEN BE
RE-ELECTED AS A MEMBER OF THE BOARD OF
DIRECTORS UNTIL THE CLOSING OF THE NEXT
ORDINARY GENERAL MEETING
4.1.4 RE-ELECTION OF BERNADETTE KOCH: THE BOARD Mgmt Split 80% Against Split
OF DIRECTORS PROPOSES THAT BERNADETTE KOCH
BE RE-ELECTED AS A MEMBER OF THE BOARD OF
DIRECTORS UNTIL THE CLOSING OF THE NEXT
ORDINARY GENERAL MEETING
4.1.5 RE-ELECTION OF EUNICE ZEHNDER-LAI: THE Mgmt Split 80% For Split
BOARD OF DIRECTORS PROPOSES THAT EUNICE
ZEHNDER-LAI BE RE-ELECTED AS A MEMBER OF
THE BOARD OF DIRECTORS UNTIL THE CLOSING OF
THE NEXT ORDINARY GENERAL MEETING
4.1.6 ELECTION OF THOMAS BACHMANN: THE BOARD OF Mgmt Split 80% For Split
DIRECTORS PROPOSES THAT THOMAS BACHMANN BE
ELECTED AS A MEMBER OF THE BOARD OF
DIRECTORS UNTIL THE CLOSING OF THE NEXT
ORDINARY GENERAL MEETING
4.2.1 RE-ELECTION OF WERNER KARLEN: THE BOARD OF Mgmt Split 80% Against Split
DIRECTORS PROPOSES THAT WERNER KARLEN BE
RE-ELECTED AS A MEMBER OF THE COMPENSATION
COMMITTEE UNTIL THE CLOSING OF THE NEXT
ORDINARY GENERAL MEETING
4.2.2 RE-ELECTION OF EUNICE ZEHNDER-LAI: THE Mgmt Split 80% Against Split
BOARD OF DIRECTORS PROPOSES THAT EUNICE
ZEHNDER-LAI BE RE-ELECTED AS A MEMBER OF
THE COMPENSATION COMMITTEE UNTIL THE
CLOSING OF THE NEXT ORDINARY GENERAL
MEETING. IF EUNICE ZEHNDER-LAI IS
RE-ELECTED AS A MEMBER OF THE COMPENSATION
COMMITTEE, THE BOARD OF DIRECTORS INTENDS
TO APPOINT HER AS CHAIRWOMAN OF THE
COMPENSATION COMMITTEE
4.2.3 ELECTION OF THOMAS BACHMANN: THE BOARD OF Mgmt Split 80% For Split
DIRECTORS PROPOSES THAT THOMAS BACHMANN BE
ELECTED AS A MEMBER OF THE COMPENSATION
COMMITTEE UNTIL THE CLOSING OF THE NEXT
ORDINARY GENERAL MEETING
5 RE-ELECTION OF THE INDEPENDENT PROXY: THE Mgmt Split 80% For Split
BOARD OF DIRECTORS PROPOSES THAT THE
LAWYER'S OFFICE HBA RECHTSANWALTE AG,
ZURICH, REPRESENTED BY ROGER MULLER,
LAWYER, BE RE-ELECTED AS THE INDEPENDENT
PROXY UNTIL THE CLOSING OF THE NEXT
ORDINARY GENERAL MEETING
6 RE-APPOINTMENT OF THE AUDITORS: THE BOARD Mgmt Split 80% Against Split
OF DIRECTORS PROPOSES THAT
PRICEWATERHOUSECOOPERS AG BE RE-APPOINTED
AS AUDITORS FOR THE 2021 BUSINESS YEAR
7.1 CONSULTATIVE VOTE ON THE 2020 REMUNERATION Mgmt Split 80% Against Split
REPORT
7.2 APPROVAL OF THE MAXIMUM AGGREGATE Mgmt Split 80% For Split
REMUNERATION AMOUNT FOR THE MEMBERS OF THE
BOARD OF DIRECTORS FOR THE PERIOD UNTIL THE
NEXT ORDINARY GENERAL MEETING
7.3 APPROVAL OF THE MAXIMUM AGGREGATE Mgmt Split 80% Against Split
REMUNERATION AMOUNT FOR THE MEMBERS OF THE
GROUP EXECUTIVE BOARD FOR THE BUSINESS YEAR
2022
8 REDUCTION IN CAPITAL: REDUCTION IN THE Mgmt Split 80% Against Split
SHARE CAPITAL BY CANCELLING 1,167,094 OF
THE COMPANY'S SHARES THAT WERE ACQUIRED AS
PART OF THE SHARE BUYBACK PROGRAMME
ANNOUNCED ON 6 JUNE 2017 AND CONCLUDED ON
30 APRIL 2020 AS WELL AS THE SHARE BUYBACK
PROGRAMME STARTED ON 17 SEPTEMBER 2020, NOT
CONCLUDED YET
--------------------------------------------------------------------------------------------------------------------------
HALMA PLC Agenda Number: 712982289
--------------------------------------------------------------------------------------------------------------------------
Security: G42504103
Meeting Type: AGM
Meeting Date: 04-Sep-2020
Ticker:
ISIN: GB0004052071
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE THE ACCOUNTS AND THE REPORTS OF Mgmt For For
THE DIRECTORS (INCLUDING THE STRATEGIC
REPORT) AND THE AUDITOR FOR THE YEAR ENDED
31 MARCH 2020
2 TO DECLARE A FINAL DIVIDEND OF 9.96P PER Mgmt For For
SHARE FOR THE YEAR ENDED 31 MARCH 2020,
PAYABLE ON 1 OCTOBER 2020 TO SHAREHOLDERS
ON THE REGISTER OF MEMBERS AT THE CLOSE OF
BUSINESS ON 28 AUGUST 2020
3 TO APPROVE THE REMUNERATION REPORT FOR THE Mgmt Against Against
YEAR ENDED 31 MARCH 2020 AS SET OUT ON
PAGES 77 TO 95 OF THE ANNUAL REPORT AND
ACCOUNTS 2020
4 TO RE-ELECT PAUL WALKER AS A DIRECTOR OF Mgmt For For
THE COMPANY
5 TO RE-ELECT ANDREW WILLIAMS AS A DIRECTOR Mgmt For For
OF THE COMPANY
6 TO RE-ELECT ADAM MEYERS AS A DIRECTOR OF Mgmt For For
THE COMPANY
7 TO RE-ELECT DANIELA BARONE SOARES AS A Mgmt For For
DIRECTOR OF THE COMPANY
8 TO RE-ELECT ROY TWITE AS A DIRECTOR OF THE Mgmt For For
COMPANY
9 TO RE-ELECT TONY RICE AS A DIRECTOR OF THE Mgmt For For
COMPANY
10 TO RE-ELECT CAROLE CRAN AS A DIRECTOR OF Mgmt For For
THE COMPANY
11 TO RE-ELECT JO HARLOW AS A DIRECTOR OF THE Mgmt Against Against
COMPANY
12 TO RE-ELECT JENNIFER WARD AS A DIRECTOR OF Mgmt For For
THE COMPANY
13 TO RE-ELECT MARC RONCHETTI AS A DIRECTOR OF Mgmt For For
THE COMPANY
14 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
AUDITOR OF THE COMPANY
15 TO AUTHORISE THE DIRECTORS, ACTING THROUGH Mgmt For For
THE AUDIT COMMITTEE, TO DETERMINE THE
REMUNERATION OF THE AUDITOR
16 AUTHORITY TO ALLOT SHARES Mgmt For For
17 THAT, IN ACCORDANCE WITH SECTIONS 366 AND Mgmt Against Against
367 OF THE 2006 ACT, THE COMPANY AND ANY
COMPANY WHICH IS, OR BECOMES, A SUBSIDIARY
OF THE COMPANY AT ANY TIME DURING THE
PERIOD FOR WHICH THIS RESOLUTION HAS
EFFECT, BE AUTHORISED TO: A. MAKE POLITICAL
DONATIONS TO POLITICAL PARTIES AND/OR
INDEPENDENT ELECTION CANDIDATES NOT
EXCEEDING GBP 100,000 IN TOTAL; B. MAKE
POLITICAL DONATIONS TO POLITICAL
ORGANISATIONS, OTHER THAN POLITICAL
PARTIES, NOT EXCEEDING GBP 100,000 IN
TOTAL; AND C. INCUR POLITICAL EXPENDITURE
NOT EXCEEDING GBP 100,000 IN TOTAL, (AS
SUCH TERMS ARE DEFINED IN PART 14 OF THE
2006 ACT) DURING THE PERIOD BEGINNING ON
THE DATE OF THE PASSING OF THIS RESOLUTION
AND ENDING ON THE EARLIER OF (I) THE
CONCLUSION OF THE ANNUAL GENERAL MEETING OF
THE COMPANY TO BE HELD IN 2021 AND (II) 30
SEPTEMBER 2021, PROVIDED THAT THE AGGREGATE
AMOUNT OF ALL POLITICAL DONATIONS AND
POLITICAL EXPENDITURE MADE OR INCURRED
UNDER PARAGRAPHS A., B. AND C. ABOVE SHALL
NOT EXCEED GBP 100,000 IN TOTAL
18 DISAPPLICATION OF PRE-EMPTION RIGHTS Mgmt For For
19 ADDITIONAL DISAPPLICATION OF PRE-EMPTION Mgmt For For
RIGHTS
20 AUTHORITY TO PURCHASE OWN SHARES Mgmt For For
21 THAT A GENERAL MEETING OTHER THAN AN ANNUAL Mgmt Against Against
GENERAL MEETING MAY BE CALLED ON NOT LESS
THAN 14 CLEAR DAYS' NOTICE
22 THAT THE ARTICLES OF ASSOCIATION AS Mgmt For For
PRODUCED TO THE MEETING AND INITIALLED BY
THE CHAIRMAN (FOR THE PURPOSE OF
IDENTIFICATION) BE ADOPTED AS THE ARTICLES
OF ASSOCIATION OF THE COMPANY IN
SUBSTITUTION FOR, AND TO THE EXCLUSION OF,
THE EXISTING ARTICLES OF ASSOCIATION, WITH
EFFECT FROM THE CONCLUSION OF THE AGM
--------------------------------------------------------------------------------------------------------------------------
JOHNSON MATTHEY PLC Agenda Number: 712858058
--------------------------------------------------------------------------------------------------------------------------
Security: G51604166
Meeting Type: AGM
Meeting Date: 23-Jul-2020
Ticker:
ISIN: GB00BZ4BQC70
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE THE COMPANY'S ACCOUNTS FOR THE Mgmt For For
YEAR ENDED 31ST MARCH 2020
2 TO APPROVE THE DIRECTORS REMUNERATION Mgmt Against Against
REPORT FOR THE YEAR ENDED 31ST MARCH 2020
3 TO APPROVE THE DIRECTORS REMUNERATION Mgmt Against Against
POLICY
4 TO AMEND THE COMPANY'S PERFORMANCE SHARE Mgmt Against Against
PLAN RULES
5 TO DECLARE A FINAL DIVIDEND OF 31.25 PENCE Mgmt Against Against
PER SHARE ON THE ORDINARY SHARES
6 TO ELECT MR DR WEBB AS A DIRECTOR OF THE Mgmt For For
COMPANY
7 TO RE-ELECT DR JV GRIFFITHS AS A DIRECTOR Mgmt For For
OF THE COMPANY
8 TO RE-ELECT MS X LIU AS A DIRECTOR OF THE Mgmt For For
COMPANY
9 TO RE-ELECT MR RJ MACLEOD AS A DIRECTOR OF Mgmt For For
THE COMPANY
10 TO RE-ELECT MRS AO MANZ AS A DIRECTOR OF Mgmt For For
THE COMPANY
11 TO RE-ELECT MR CJ MOTTERSHEAD AS A DIRECTOR Mgmt Against Against
OF THE COMPANY
12 TO RE-ELECT MR J O HIGGINS AS A DIRECTOR OF Mgmt For For
THE COMPANY
13 TO RE-ELECT MR P THOMAS AS A DIRECTOR OF Mgmt For For
THE COMPANY
14 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt Against Against
AUDITOR FOR THE FORTHCOMING YEAR
15 TO AUTHORISE THE AUDIT COMMITTEE OF THE Mgmt Against Against
BOARD TO DETERMINE THE REMUNERATION OF THE
AUDITOR
16 TO AUTHORISE THE COMPANY AND ITS Mgmt Against Against
SUBSIDIARIES TO MAKE POLITICAL DONATIONS
AND INCUR POLITICAL EXPENDITURE WITHIN
CERTAIN LIMITS
17 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt Against Against
18 TO DISAPPLY THE STATUTORY PRE-EMPTION Mgmt For For
RIGHTS ATTACHING TO SHARES
19 TO DISAPPLY THE STATUTORY PRE-EMPTION Mgmt For For
RIGHTS ATTACHING TO SHARES IN CONNECTION
WITH AN ACQUISITION OR OTHER CAPITAL
INVESTMENT
20 TO AUTHORISE THE COMPANY TO MAKE MARKET Mgmt For For
PURCHASES OF ITS OWN SHARES
21 TO AUTHORISE THE COMPANY TO CALL GENERAL Mgmt Against Against
MEETINGS OTHER THAN ANNUAL GENERAL MEETINGS
ON NOT LESS THAN 14 CLEAR DAYS NOTICE
--------------------------------------------------------------------------------------------------------------------------
KAO CORPORATION Agenda Number: 713618758
--------------------------------------------------------------------------------------------------------------------------
Security: J30642169
Meeting Type: AGM
Meeting Date: 26-Mar-2021
Ticker:
ISIN: JP3205800000
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1 Approve Appropriation of Surplus Mgmt Against Against
2.1 Appoint a Director Sawada, Michitaka Mgmt For For
2.2 Appoint a Director Hasebe, Yoshihiro Mgmt For For
2.3 Appoint a Director Takeuchi, Toshiaki Mgmt For For
2.4 Appoint a Director Matsuda, Tomoharu Mgmt For For
2.5 Appoint a Director Kadonaga, Sonosuke Mgmt For For
2.6 Appoint a Director Shinobe, Osamu Mgmt For For
2.7 Appoint a Director Mukai, Chiaki Mgmt For For
2.8 Appoint a Director Hayashi, Nobuhide Mgmt For For
3.1 Appoint a Corporate Auditor Kawashima, Mgmt Against Against
Sadanao
3.2 Appoint a Corporate Auditor Amano, Hideki Mgmt For For
4 Approve Details of the Stock Compensation Mgmt Against Against
to be received by Directors, etc.
--------------------------------------------------------------------------------------------------------------------------
KBC GROUPE SA Agenda Number: 713773124
--------------------------------------------------------------------------------------------------------------------------
Security: B5337G162
Meeting Type: AGM
Meeting Date: 06-May-2021
Ticker:
ISIN: BE0003565737
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) MAY BE REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1 REVIEW OF THE COMBINED ANNUAL REPORT OF THE Non-Voting
BOARD OF DIRECTORS OF KBC GROUP NV ON THE
COMPANY AND CONSOLIDATED ANNUAL ACCOUNTS
FOR THE FINANCIAL YEAR ENDING ON 31
DECEMBER 2020
2 REVIEW OF THE STATUTORY AUDITOR'S REPORTS Non-Voting
ON THE COMPANY AND CONSOLIDATED ANNUAL
ACCOUNTS OF KBC GROUP NV FOR THE FINANCIAL
YEAR ENDING ON 31 DECEMBER 2020
3 REVIEW OF THE CONSOLIDATED ANNUAL ACCOUNTS Non-Voting
OF KBC GROUP NV FOR THE FINANCIAL YEAR
ENDING ON 31 DECEMBER 2020
4 RESOLUTION TO APPROVE THE COMPANY ANNUAL Mgmt For For
ACCOUNTS OF KBC GROUP NV FOR THE FINANCIAL
YEAR ENDING ON 31 DECEMBER 2020
5.A RESOLUTION WITH RESPECT TO THE PROFIT Mgmt For For
DISTRIBUTION BY KBC GROUP NV FOR THE
FINANCIAL YEAR ENDING ON 31 DECEMBER 2020:
FIRST RESOLUTION TO ALLOCATE 10 328 813.08
EUROS AS CATEGORIZED PROFIT PREMIUM AS
STIPULATED IN THE COLLECTIVE LABOUR
AGREEMENT OF 22 NOVEMBER 2019 WITH REGARD
TO THE CATEGORIZED PROFIT PREMIUM
CONCERNING FINANCIAL YEAR 2020
5.B RESOLUTION WITH RESPECT TO THE PROFIT Mgmt For For
DISTRIBUTION BY KBC GROUP NV FOR THE
FINANCIAL YEAR ENDING ON 31 DECEMBER 2020:
SECOND RESOLUTION TO ALLOCATE 183 345
605.52 EUROS AS A GROSS DIVIDEND, I.E. A
GROSS DIVIDEND PER SHARE OF 0.44 EUROS
6 RESOLUTION TO APPROVE THE REMUNERATION Mgmt Against Against
REPORT OF KBC GROUP NV FOR THE FINANCIAL
YEAR ENDING ON 31 DECEMBER 2020, AS
INCLUDED IN THE COMBINED ANNUAL REPORT OF
THE BOARD OF DIRECTORS OF KBC GROUP NV
REFERRED TO UNDER ITEM 1 OF THIS AGENDA
7 RESOLUTION TO APPROVE THE REMUNERATION Mgmt Against Against
POLICY OF KBC GROUP NV, WHICH IS MADE
AVAILABLE AS A SEPARATE DOCUMENT ON
WWW.KBC.COM
8 RESOLUTION TO GRANT DISCHARGE TO THE Mgmt Against Against
DIRECTORS OF KBC GROUP NV FOR THE
PERFORMANCE OF THEIR DUTIES DURING
FINANCIAL YEAR 2020
9 RESOLUTION TO GRANT DISCHARGE TO THE Mgmt Against Against
STATUTORY AUDITOR OF KBC GROUP NV FOR THE
PERFORMANCE OF ITS DUTIES DURING FINANCIAL
YEAR 2020
10 AT THE REQUEST OF THE STATUTORY AUDITOR AND Mgmt For For
FOLLOWING FAVOURABLE ENDORSEMENT BY THE
AUDIT COMMITTEE, RESOLUTION TO RAISE THE
STATUTORY AUDITOR'S FEE FOR FINANCIAL YEAR
2020 TO THE AMOUNT OF 254 709 EUROS
11.A APPOINTMENTS: RESOLUTION TO APPOINT MR. LUC Mgmt For For
POPELIER, AS DIRECTOR FOR A PERIOD OF FOUR
YEARS, I.E. UNTIL THE CLOSE OF THE ANNUAL
GENERAL MEETING OF 2025, IN REPLACEMENT OF
MR. HENDRIK SCHEERLINCK WHO WILL REACH THE
STATUTORY AGE LIMIT, WITH EFFECT FROM THE
END OF THIS ANNUAL GENERAL MEETING
11.B APPOINTMENTS: RESOLUTION TO RE-APPOINT MRS. Mgmt For For
KATELIJN CALLEWAERT, AS DIRECTOR FOR A
PERIOD OF FOUR YEARS, I.E. UNTIL THE CLOSE
OF THE ANNUAL GENERAL MEETING OF 2025
11.C APPOINTMENTS: RESOLUTION TO RE-APPOINT MR. Mgmt Against Against
PHILIPPE VLERICK, AS DIRECTOR FOR A PERIOD
OF FOUR YEARS, I.E. UNTIL THE CLOSE OF THE
ANNUAL GENERAL MEETING OF 2025
12 OTHER BUSINESS Non-Voting
CMMT 07 APR 2021: 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 07 APR 2021: PLEASE NOTE THAT THE MEETING Non-Voting
REVISED DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
KBC GROUPE SA Agenda Number: 713773136
--------------------------------------------------------------------------------------------------------------------------
Security: B5337G162
Meeting Type: EGM
Meeting Date: 06-May-2021
Ticker:
ISIN: BE0003565737
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) MAY BE REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1 REVIEW OF THE REPORT OF THE BOARD OF Non-Voting
DIRECTORS, DRAWN UP IN ACCORDANCE WITH
ARTICLE 7:154 OF THE CODE ON COMPANIES AND
ASSOCIATIONS WITH RESPECT TO THE PROPOSED
MODIFICATION OF THE OBJECT OF THE COMPANY
2 MOTION TO REPLACE ARTICLE 2, PARAGRAPHS 1 Mgmt For For
TO 4 OF THE ARTICLES OF ASSOCIATION BY THE
FOLLOWING TEXT: 'THE COMPANY HAS AS ITS
OBJECT THE DIRECT OR INDIRECT OWNERSHIP AND
MANAGEMENT OF SHAREHOLDINGS IN OTHER
COMPANIES, INCLUDING BUT NOT RESTRICTED TO
CREDIT INSTITUTIONS, INSURANCE COMPANIES
AND OTHER FINANCIAL INSTITUTIONS. THE
COMPANY ALSO HAS AS OBJECT TO PROVIDE
SERVICES TO THIRD PARTIES, EITHER FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF OTHERS,
INCLUDING TO COMPANIES IN WHICH THE COMPANY
HAS AN INTEREST -EITHER DIRECTLY OR
INDIRECTLY- AND TO (POTENTIAL) CLIENTS OF
THOSE COMPANIES. THE OBJECT OF THE COMPANY
IS ALSO TO ACQUIRE IN THE BROADEST SENSE OF
THE WORD (INCLUDING BY MEANS OF PURCHASE,
HIRE AND LEASE), TO MAINTAIN AND TO OPERATE
RESOURCES, AND TO MAKE THESE RESOURCES
AVAILABLE IN THE BROADEST SENSE OF THE WORD
(INCLUDING THROUGH LETTING AND GRANTING
RIGHTS OF USE) TO THE BENEFICIARIES
REFERRED TO IN THE SECOND PARAGRAPH. IN
ADDITION, THE COMPANY MAY FUNCTION AS AN
INTELLECTUAL PROPERTY COMPANY RESPONSIBLE
FOR, AMONG OTHER THINGS, THE DEVELOPMENT,
ACQUISITION, MANAGEMENT, PROTECTION AND
MAINTENANCE OF INTELLECTUAL PROPERTY
RIGHTS, AS WELL AS FOR MAKING THESE RIGHTS
AVAILABLE, GRANTING RIGHTS OF USE IN
RESPECT OF THESE RIGHTS AND/OR TRANSFERRING
THESE RIGHTS.'
3 MOTION TO DELETE THE LAST SENTENCE OF Mgmt For For
ARTICLE 3, PARAGRAPH 1 OF THE ARTICLES OF
ASSOCIATION REGARDING THE TRANSFER OF THE
REGISTERED OFFICE
4 MOTION TO DELETE ARTICLE 4, PARAGRAPH 2 OF Mgmt For For
THE ARTICLES OF ASSOCIATION REGARDING THE
CONDITIONS FOR VOLUNTARY DISSOLUTION OF THE
COMPANY
5 MOTION TO REPLACE ARTICLE 8, PARAGRAPH 3 OF Mgmt For For
THE ARTICLES OF ASSOCIATION BY THE
FOLLOWING TEXT: 'IN THE EVENT A SHARE
PREMIUM IS PAID ON A CAPITAL INCREASE
DECIDED UPON BY THE BOARD OF DIRECTORS OR
THE GENERAL MEETING OF SHAREHOLDERS, OR ON
THE CONVERSION OF BONDS OR THE EXERCISE OF
SUBSCRIPTION RIGHTS, OR IF AN ISSUE PRICE
IS POSTED TO THE ACCOUNTS AS A SHARE
PREMIUM ON THE ISSUE OF SUBSCRIPTION RIGHTS
DECIDED UPON BY THE BOARD OF DIRECTORS OR
THE GENERAL MEETING OF SHAREHOLDERS, THIS
WILL BE EARMARKED FOR APPROPRIATION TO THE
SHARE PREMIUM ACCOUNT AND RECORDED AS OWN
FUNDS ON THE LIABILITIES SIDE OF THE
BALANCE SHEET.'
6 MOTION TO REPLACE ARTICLE 10 OF THE Mgmt For For
ARTICLES OF ASSOCIATION BY THE FOLLOWING
TEXT: 'THE COMPANY RECOGNISES ONLY ONE
OWNER PER SHARE OR SUB-SHARE FOR THE
EXERCISE OF VOTING RIGHTS AT THE GENERAL
MEETING OF SHAREHOLDERS AND OF ALL RIGHTS
ATTACHING TO THE SHARES OR SUB-SHARES.
PERSONS WHO, FOR ONE REASON OR ANOTHER,
HAVE A JOINT RIGHT IN REM TO A SHARE,
SUB-SHARE OR OTHER SECURITY, SHALL ARRANGE
TO BE REPRESENTED BY ONE AND THE SAME
PERSON. THIS REPRESENTATIVE MUST EITHER BE
ONE OF THE PERSONS CO-ENTITLED OR MUST MEET
THE REQUIREMENTS OF ARTICLE 28 OF THE
ARTICLES OF ASSOCIATION. UNTIL SUCH TIME AS
THIS PROVISION HAS BEEN MET, THE COMPANY
SHALL BE ENTITLED TO SUSPEND THE EXERCISE
OF THE RIGHTS ATTACHING TO THESE SHARES,
SUB-SHARES OR OTHER SECURITIES. IN THE
EVENT OF USUFRUCT, THE USUFRUCTUARY SHALL
EXERCISE ALL THE RIGHTS ATTACHING TO THE
SHARES, SUB-SHARES OR OTHER SECURITIES,
UNLESS STIPULATED OTHERWISE IN A WILL OR AN
AGREEMENT OF WHICH THE COMPANY HAS BEEN
NOTIFIED IN WRITING.'
7 MOTION TO REPLACE ARTICLE 12, PARAGRAPHS 2 Mgmt For For
AND 3 OF THE ARTICLES OF ASSOCIATION BY THE
FOLLOWING TEXT: 'THE BOARD OF DIRECTORS
SHALL COMPRISE AT LEAST SEVEN DIRECTORS
APPOINTED BY THE GENERAL MEETING OF
SHAREHOLDERS, ON CONDITION THAT AT LEAST
THREE MEMBERS OF THE BOARD HAVE THE
CAPACITY OF INDEPENDENT DIRECTOR IN
ACCORDANCE WITH THE LAW. THE GENERAL
MEETING OF SHAREHOLDERS MAY AT ANY TIME
REMOVE A DIRECTOR FROM OFFICE. THE TERM OF
OFFICE OF DIRECTORS AMOUNTS TO FOUR YEARS
AT THE MOST AND EXPIRES AFTER THE ANNUAL
ORDINARY GENERAL MEETING OF SHAREHOLDERS.'
8 MOTION TO REPLACE ARTICLE 13 OF THE Mgmt For For
ARTICLES OF ASSOCIATION BY THE FOLLOWING
TEXT: 'IF A DIRECTOR'S SEAT BECOMES VACANT,
THE REMAINING DIRECTORS SHALL HAVE THE
RIGHT TO CO-OPT A NEW DIRECTOR. THE NEXT
GENERAL MEETING OF SHAREHOLDERS MUST
CONFIRM THE OFFICE OF THE CO-OPTED
DIRECTOR. UPON CONFIRMATION, THE CO-OPTED
DIRECTOR SHALL COMPLETE THE TERM OF OFFICE
OF HIS/HER PREDECESSOR, UNLESS THE GENERAL
MEETING OF SHAREHOLDERS OPTS FOR A
DIFFERENT TERM OF OFFICE. IN THE ABSENCE OF
CONFIRMATION, THE OFFICE OF THE CO-OPTED
DIRECTOR SHALL END FOLLOWING THE GENERAL
MEETING OF SHAREHOLDERS.'
9 MOTION TO ADD TO ARTICLE 15, LAST PARAGRAPH Mgmt For For
OF THE ARTICLES OF ASSOCIATION THE
FOLLOWING SENTENCE: 'THESE ARRANGEMENTS ARE
LAID DOWN IN THE CORPORATE GOVERNANCE
CHARTER, THAT CAN BE CONSULTED ON THE
COMPANY'S WEBSITE.'
10 MOTION TO REPLACE THE LAST SENTENCE OF Mgmt For For
ARTICLE 16, PARAGRAPH 1 OF THE ARTICLES OF
ASSOCIATION BY THE FOLLOWING SENTENCE:
'DIRECTORS WHO, IN ACCORDANCE WITH THE LAW,
MAY NOT PARTICIPATE IN THE DELIBERATIONS
AND THE VOTE ARE INCLUDED TO DETERMINE
WHETHER THE ATTENDANCE QUORUM HAS BEEN
REACHED BUT SHALL NOT BE COUNTED (EITHER IN
THE NUMERATOR OR IN THE DENOMINATOR) WHEN
DETERMINING THE VOTING MAJORITY.'
11 MOTION TO ADD THE FOLLOWING SENTENCE TO Mgmt For For
ARTICLE 16, LAST PARAGRAPH OF THE ARTICLES
OF ASSOCIATION: 'IN THAT CASE, ARTICLE 15,
PARAGRAPHS 2 TO 4 INCLUSIVE, ARTICLE 16,
PARAGRAPHS 1 TO 3 INCLUSIVE AND ARTICLE 17,
PARAGRAPHS 1 TO 3 INCLUSIVE OF THE ARTICLES
OF ASSOCIATION SHALL NOT APPLY.'
12 MOTION TO REPLACE ARTICLE 20, PARAGRAPHS 2 Mgmt For For
TO 4 OF THE ARTICLES OF ASSOCIATION BY THE
FOLLOWING TEXT: 'THE EXECUTIVE COMMITTEE
SHALL COMPRISE A MAXIMUM OF TEN MEMBERS.
TOGETHER, THESE MEMBERS FORM A COLLEGIATE
BODY. MEMBERS OF THE EXECUTIVE COMMITTEE
WHO, PURSUANT TO THE LAW, MAY NOT
PARTICIPATE IN THE DELIBERATIONS AND THE
VOTE, ARE INCLUDED TO DETERMINE WHETHER THE
ATTENDANCE QUORUM HAS BEEN REACHED BUT
SHALL NOT BE COUNTED (EITHER IN THE
NUMERATOR OR IN THE DENOMINATOR) WHEN
DETERMINING THE VOTING MAJORITY. IF ALL OR
ALL BUT ONE OF THE MEMBERS OF THE EXECUTIVE
COMMITTEE HAVE A DIRECT OR INDIRECT
INTEREST OF A FINANCIAL NATURE THAT IS
INCOMPATIBLE WITH A DECISION OR TRANSACTION
THAT FALLS WITHIN THE COMPETENCE OF THE
EXECUTIVE COMMITTEE, THE MEMBERS OF THE
EXECUTIVE COMMITTEE SHALL INFORM THE BOARD
OF DIRECTORS WHICH SHALL PASS THE
RESOLUTION ACCORDING TO THE PROCEDURE
PRESCRIBED BY LAW. THE RESOLUTIONS OF THE
EXECUTIVE COMMITTEE MAY BE PASSED BY
UNANIMOUS WRITTEN AGREEMENT OF ITS MEMBERS.
THE EXECUTIVE COMMITTEE CAN ALSO MAKE ALL
ARRANGEMENTS TO ENSURE IT FUNCTIONS
EFFECTIVELY. THE PRESIDENT AND THE MEMBERS
OF THE EXECUTIVE COMMITTEE SHALL BE
APPOINTED AND REMOVED BY THE BOARD OF
DIRECTORS, IN ACCORDANCE WITH THE RELEVANT
LEGAL AND REGULATORY PROVISIONS.'
13 MOTION TO REPLACE THE FIRST PARAGRAPH OF Mgmt For For
ARTICLE 22 OF THE ARTICLES OF ASSOCIATION
BY THE FOLLOWING TEXT: 'THE STATUTORY AUDIT
OF THE FINANCIAL STATEMENTS SHALL BE
PERFORMED BY ONE OR MORE STATUTORY AUDITORS
APPOINTED AND REMUNERATED IN ACCORDANCE
WITH THE PREVAILING STATUTORY RULES.' AND
MOTION TO DELETE THE LAST PARAGRAPH OF THE
SAME ARTICLE WITH REGARD TO THE
REPRESENTATION OF THE STATUTORY AUDITORS
14 MOTION TO ADD THE FOLLOWING SENTENCE TO THE Mgmt For For
FIRST SUBSECTION OF ARTICLE 27, PARAGRAPH 1
OF THE ARTICLES OF ASSOCIATION: 'IN THE
CASES PERMITTED BY LAW, THE BOARD OF
DIRECTORS MAY SET A DIFFERENT RECORD DATE.'
15 MOTION TO COMPLETE THE FIRST SENTENCE OF Mgmt For For
ARTICLE 27, PARAGRAPH 2 OF THE ARTICLES OF
ASSOCIATION AS FOLLOWS: 'EVERY SHAREHOLDER
AND EVERY HOLDER OF CONVERTIBLE BONDS,
SUBSCRIPTION RIGHTS OR CERTIFICATES ISSUED
IN CO-OPERATION WITH THE COMPANY, WHO
WISHES TO ATTEND THE GENERAL MEETING OF
SHAREHOLDERS, MUST INFORM THE COMPANY OR A
PERSON SO DESIGNATED BY THE COMPANY BY NO
LATER THAN THE SIXTH DAY BEFORE THE DAY OF
THE GENERAL MEETING OF SHAREHOLDERS OF
HIS/HER INTENTION TO ATTEND AND ALSO
INDICATE THE NUMBER OF SECURITIES WITH
WHICH HE/SHE WISHES TO PARTICIPATE AND THE
MANNER IN WHICH HE/SHE INTENDS TO ATTEND.'
16 MOTION TO INSERT A NEW ARTICLE 28BIS IN THE Mgmt For For
ARTICLES OF ASSOCIATION, WHICH READS AS
FOLLOWS: 'IF THE CONVENING NOTICE EXPRESSLY
SO PROVIDES, EACH SHAREHOLDER HAS THE RIGHT
TO CAST VOTES REMOTELY PRIOR TO THE GENERAL
MEETING OF SHAREHOLDERS BY CORRESPONDENCE,
THROUGH THE COMPANY WEBSITE OR IN ANY OTHER
WAY INDICATED IN THE NOTICE. IF THIS RIGHT
IS GRANTED, THE CONVENING NOTICE SHALL
CONTAIN A DESCRIPTION OF THE PROCEDURES TO
BE FOLLOWED BY THE SHAREHOLDER IN ORDER TO
VOTE REMOTELY. THE CONVENING NOTICE, OR
INFORMATION ON THE COMPANY WEBSITE TO WHICH
THE CONVENING NOTICE REFERS, SHALL SPECIFY
THE WAY IN WHICH THE COMPANY MAY VERIFY THE
CAPACITY AND IDENTITY OF THE SHAREHOLDER.
TO CALCULATE THE RULES ON ATTENDANCE QUORUM
AND VOTING MAJORITY ONLY THE REMOTE VOTES
SHALL BE TAKEN INTO ACCOUNT WHICH ARE CAST
BY SHAREHOLDERS MEETING THE FORMALITIES TO
BE ADMITTED TO THE GENERAL MEETING OF
SHAREHOLDERS AS REFERRED TO IN ARTICLE 27
OF THESE ARTICLES OF ASSOCIATION. A
SHAREHOLDER WHO HAS CAST HIS VOTES REMOTELY
MAY NO LONGER CHOOSE ANY OTHER WAY OF
PARTICIPATION IN THE GENERAL MEETING OF
SHAREHOLDERS FOR THE NUMBER OF THE THUS
CAST VOTES.'
17 MOTION TO ADD TO ARTICLE 30 THE FOLLOWING Mgmt For For
SENTENCE: 'IN CASE OF REMOTE PARTICIPATION
IN THE GENERAL MEETING OF SHAREHOLDERS, THE
LOGIN TO THE ELECTRONIC SYSTEM SET UP BY OR
ON BEHALF OF THE COMPANY WILL COUNT AS A
SIGNATURE ON THE ATTENDANCE ROSTER.'
18 MOTION TO DELETE ARTICLE 32, PARAGRAPH 3 OF Mgmt For For
THE ARTICLES OF ASSOCIATION WITH RESPECT TO
THE POSSIBILITY TO ASK FOR A SECRET BALLOT
19 MOTION TO COMPLETE THE FIRST SENTENCE OF Mgmt For For
ARTICLE 35 OF THE ARTICLES OF ASSOCIATION
AS FOLLOWS: 'THE MINUTES OF THE GENERAL
MEETINGS OF SHAREHOLDERS SHALL BE SIGNED BY
THE OFFICERS OF THE MEETING AND BY THE
SHAREHOLDERS WHO SO REQUEST.'
20 MOTION TO DELETE IN TITLE V THE WORDS Mgmt For For
'INVENTORY' AND 'RESERVES' AND TO DELETE
ARTICLE 36, PARAGRAPHS 2 TO 4 OF THE
ARTICLES OF ASSOCIATION REGARDING INVENTORY
TAKING AND PREPARING THE FINANCIAL
STATEMENTS AND THE ANNUAL REPORT BY THE
BOARD OF DIRECTORS
21 MOTION TO REPLACE ARTICLE 41 OF THE Mgmt For For
ARTICLES OF ASSOCIATION BY THE FOLLOWING
TEXT: 'EVERY SHAREHOLDER WHO IS DOMICILED
ABROAD SHALL BE OBLIGED TO ELECT DOMICILE
IN BELGIUM FOR THE PURPOSE OF ALL DEALINGS
WITH THE COMPANY. EACH MEMBER OF THE BOARD
OF DIRECTORS AND EACH MEMBER OF THE
EXECUTIVE COMMITTEE MAY ELECT DOMICILE AT
THE REGISTERED OFFICE OF THE COMPANY FOR
ALL MATTERS RELATING TO THE PERFORMANCE OF
THEIR OFFICE. MEMBERS OF THE BOARD OF
DIRECTORS, MEMBERS OF THE EXECUTIVE
COMMITTEE, STATUTORY AUDITORS AND
LIQUIDATORS WHO ARE DOMICILED ABROAD SHALL
BE DEEMED TO HAVE ELECTED DOMICILE AT THE
REGISTERED OFFICE OF THE COMPANY, WHERE ALL
NOTIFICATIONS, SUMMONSES AND WRITS MAY
LEGALLY BE SERVED UPON THEM, AND ALL
NOTICES OR LETTERS MAY BE SENT TO THEM.'
22 MOTION TO CANCEL THE AUTHORISATION TO Mgmt Against Against
DISPOSE OF OWN SHARES GRANTED BY THE
GENERAL SHAREHOLDERS' MEETING OF 3 MAY
2012, WITHOUT PREJUDICE TO THE GENERAL
POWERS OF THE BOARD OF DIRECTORS OF THE
COMPANY AND OF THOSE OF ITS SUBSIDIARIES TO
TRANSFER THE COMPANY'S OWN SHARES IN
ACCORDANCE WITH STATUTORY PROVISIONS
23 MOTION TO GRANT A POWER OF ATTORNEY TO DRAW Mgmt For For
UP AND SIGN THE CONSOLIDATED TEXT OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY, AND
TO FILE IT WITH THE REGISTRY OF THE COURT
OF RELEVANT JURISDICTION
24 MOTION TO GRANT AUTHORISATION FOR Mgmt For For
IMPLEMENTATION OF THE MOTIONS PASSED
25 MOTION TO GRANT A POWER OF ATTORNEY TO Mgmt For For
EFFECT THE REQUISITE FORMALITIES WITH THE
CROSSROADS BANK FOR ENTERPRISES AND THE TAX
AUTHORITIES
CMMT 07 APR 2021: PLEASE NOTE THAT THE MEETING Non-Voting
REVISED DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
CMMT 07 APR 2021: 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
--------------------------------------------------------------------------------------------------------------------------
KINGSPAN GROUP PLC Agenda Number: 713525686
--------------------------------------------------------------------------------------------------------------------------
Security: G52654103
Meeting Type: EGM
Meeting Date: 12-Feb-2021
Ticker:
ISIN: IE0004927939
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1 APPROVE MIGRATION OF THE MIGRATING SHARES Mgmt For For
TO EUROCLEAR BANK'S CENTRAL SECURITIES
DEPOSITORY
2 ADOPT NEW ARTICLES OF ASSOCIATION Mgmt For For
3 AUTHORISE COMPANY TO TAKE ALL ACTIONS TO Mgmt For For
IMPLEMENT THE MIGRATION
--------------------------------------------------------------------------------------------------------------------------
KINGSPAN GROUP PLC Agenda Number: 713716580
--------------------------------------------------------------------------------------------------------------------------
Security: G52654103
Meeting Type: AGM
Meeting Date: 30-Apr-2021
Ticker:
ISIN: IE0004927939
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
01 TO ADOPT THE FINANCIAL STATEMENTS Mgmt No vote
02 TO DECLARE A FINAL DIVIDEND Mgmt No vote
03A TO RE-ELECT GENE M. MURTAGH AS A DIRECTOR Mgmt No vote
03B TO RE-ELECT GEOFF DOHERTY AS A DIRECTOR Mgmt No vote
03C TO RE-ELECT RUSSELL SHIELS AS A DIRECTOR Mgmt No vote
03D TO RE-ELECT GILBERT MCCARTHY AS A DIRECTOR Mgmt No vote
03E TO RE-ELECT LINDA HICKEY AS A DIRECTOR Mgmt No vote
03F TO RE-ELECT MICHAEL CAWLEY AS A DIRECTOR Mgmt No vote
03G TO RE-ELECT JOHN CRONIN AS A DIRECTOR Mgmt No vote
03H TO RE-ELECT JOST MASSENBERG AS A DIRECTOR Mgmt No vote
03I TO RE-ELECT ANNE HERATY AS A DIRECTOR Mgmt No vote
04 TO AUTHORISE THE REMUNERATION OF THE Mgmt No vote
AUDITORS
05 TO RECEIVE THE REPORT OF THE REMUNERATION Mgmt No vote
COMMITTEE
06 TO INCREASE THE LIMIT FOR NON-EXECUTIVE Mgmt No vote
DIRECTORS' FEES
07 TO AUTHORISE THE DIRECTORS TO ALLOT Mgmt No vote
SECURITIES
08 DIS-APPLICATION OF PRE-EMPTION RIGHTS Mgmt No vote
09 ADDITIONAL 5% DIS-APPLICATION OF Mgmt No vote
PRE-EMPTION RIGHTS
10 PURCHASE OF COMPANY SHARES Mgmt No vote
11 RE-ISSUE OF TREASURY SHARES Mgmt No vote
12 TO APPROVE THE CONVENING OF CERTAIN EGMS ON Mgmt No vote
14 DAYS' NOTICE
CMMT 27 APR 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT AND
CHANGE IN RECORD DATE FROM 28 APR 2021 TO
26 APR 2021 AND DUE TO MODIFICATION OF TEXT
IN RESOLUTION 2 AND CHANGE IN NUMBERING FOR
ALL RESOLUTIONS. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
CMMT 24 MAR 2021: 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
--------------------------------------------------------------------------------------------------------------------------
KUBOTA CORPORATION Agenda Number: 713622086
--------------------------------------------------------------------------------------------------------------------------
Security: J36662138
Meeting Type: AGM
Meeting Date: 19-Mar-2021
Ticker:
ISIN: JP3266400005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1.1 Appoint a Director Kimata, Masatoshi Mgmt For For
1.2 Appoint a Director Kitao, Yuichi Mgmt For For
1.3 Appoint a Director Yoshikawa, Masato Mgmt For For
1.4 Appoint a Director Kurosawa, Toshihiko Mgmt For For
1.5 Appoint a Director Watanabe, Dai Mgmt For For
1.6 Appoint a Director Matsuda, Yuzuru Mgmt For For
1.7 Appoint a Director Ina, Koichi Mgmt For For
1.8 Appoint a Director Shintaku, Yutaro Mgmt For For
1.9 Appoint a Director Arakane, Kumi Mgmt For For
2 Appoint a Corporate Auditor Furusawa, Yuri Mgmt For For
3 Approve Details of the Compensation to be Mgmt For For
received by Directors
4 Approve Payment of Bonuses to Directors Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
L'OREAL S.A. Agenda Number: 713687551
--------------------------------------------------------------------------------------------------------------------------
Security: F58149133
Meeting Type: MIX
Meeting Date: 20-Apr-2021
Ticker:
ISIN: FR0000120321
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN.
CMMT 16 MAR 2021: PLEASE NOTE THAT SHAREHOLDER Non-Voting
DETAILS ARE REQUIRED TO VOTE AT THIS
MEETING. IF NO SHAREHOLDER DETAILS ARE
PROVIDED, YOUR INSTRUCTION MAY CARRY A
HEIGHTENED RISK OF BEING REJECTED. THANK
YOU AND INTERMEDIARY CLIENTS ONLY - PLEASE
NOTE THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE AND PLEASE NOTE THAT IF YOU HOLD
CREST DEPOSITORY INTERESTS (CDIs) AND
PARTICIPATE AT THIS MEETING, YOU (OR YOUR
CREST SPONSORED MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT CDIs TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIs WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIs WILL BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
CMMT 08 APR 2021: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/balo/d
ocument/202103312100646-39 AND PLEASE NOTE
THAT THIS IS A REVISION DUE TO RECEIPT OF
UPDATED BALO LINK AND CHANGE IN NUMBERING
OF ALL RESOLUTIONS. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT VOTE
AGAIN UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU
1 APPROVE FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS
2 APPROVE CONSOLIDATED FINANCIAL STATEMENTS Mgmt For For
AND STATUTORY REPORTS
3 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF EUR 4 PER SHARE AND AN EXTRA OF EUR 0.40
PER SHARE TO LONG TERM REGISTERED SHARES
4 ELECT NICOLAS HIERONIMUS AS DIRECTOR Mgmt For For
5 ELECT ALEXANDRE RICARD AS DIRECTOR Mgmt For For
6 RE-ELECT FRANCOISE BETTENCOURT MEYERS AS Mgmt For For
DIRECTOR
7 RE-ELECT PAUL BULCKE AS DIRECTOR Mgmt For For
8 RE-ELECT VIRGINIE MORGON AS DIRECTOR Mgmt For For
9 APPROVE COMPENSATION REPORT OF CORPORATE Mgmt For For
OFFICERS
10 APPROVE COMPENSATION OF JEAN-PAUL AGON, Mgmt For For
CHAIRMAN AND CEO
11 APPROVE REMUNERATION POLICY OF DIRECTORS Mgmt For For
12 APPROVE REMUNERATION POLICY OF JEAN-PAUL Mgmt For For
AGON, CHAIRMAN AND CEO UNTIL APRIL 30, 2021
13 APPROVE REMUNERATION POLICY OF NICOLAS Mgmt For For
HIERONIMUS, CEO SINCE MAY 1, 2021
14 APPROVE REMUNERATION POLICY OF JEAN-PAUL Mgmt Against Against
AGON, CHAIRMAN OF THE BOARD SINCE MAY 1,
2021
15 APPROVE AMENDMENT OF EMPLOYMENT CONTRACT OF Mgmt Against Against
NICOLAS HIERONIMUS, CEO SINCE MAY 1, 2021
16 AUTHORIZE REPURCHASE OF UP TO 10 PERCENT OF Mgmt Against Against
ISSUED SHARE CAPITAL
17 AUTHORIZE ISSUANCE OF EQUITY OR Mgmt For For
EQUITY-LINKED SECURITIES WITH PREEMPTIVE
RIGHTS UP A MAXIMUM NOMINAL SHARE CAPITAL
VALUE OF EUR 156,764,042.40
18 AUTHORIZE CAPITALIZATION OF RESERVES FOR Mgmt For For
BONUS ISSUE OR INCREASE IN PAR VALUE
19 AUTHORIZE CAPITAL INCREASE OF UP TO 2 Mgmt For For
PERCENT OF ISSUED CAPITAL FOR CONTRIBUTIONS
IN KIND
20 AUTHORIZE CAPITAL ISSUANCES FOR USE IN Mgmt For For
EMPLOYEE STOCK PURCHASE PLANS
21 AUTHORIZE CAPITAL ISSUANCES FOR USE IN Mgmt For For
EMPLOYEE STOCK PURCHASE PLANS RESERVED FOR
EMPLOYEES OF INTERNATIONAL SUBSIDIARIES
22 AMEND ARTICLE 7 OF BYLAWS RE: WRITTEN Mgmt For For
CONSULTATION
23 AUTHORIZE FILING OF REQUIRED Mgmt For For
DOCUMENTS/OTHER FORMALITIES
--------------------------------------------------------------------------------------------------------------------------
LAND SECURITIES GROUP PLC R.E.I.T Agenda Number: 712792767
--------------------------------------------------------------------------------------------------------------------------
Security: G5375M142
Meeting Type: AGM
Meeting Date: 09-Jul-2020
Ticker:
ISIN: GB00BYW0PQ60
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE AND CONSIDER THE COMPANY'S Mgmt For For
ACCOUNTS FOR THE FINANCIAL YEAR ENDED 31
MARCH 2020, TOGETHER WITH THE STRATEGIC
REPORT, DIRECTORS' REMUNERATION REPORT,
DIRECTORS' REPORT AND THE AUDITOR'S REPORT
ON THOSE ACCOUNTS (2020 ANNUAL REPORT)
2 TO APPROVE THE ANNUAL REPORT ON Mgmt For For
REMUNERATION SET OUT ON PAGES 88-98 OF THE
2020 ANNUAL REPORT
3 TO ELECT MARK ALLAN AS A DIRECTOR OF THE Mgmt For For
COMPANY IN ACCORDANCE WITH THE COMPANY'S
ARTICLES OF ASSOCIATION
4 TO RE-ELECT MARTIN GREENSLADE AS A DIRECTOR Mgmt For For
OF THE COMPANY
5 TO RE-ELECT COLETTE O'SHEA AS A DIRECTOR OF Mgmt For For
THE COMPANY
6 TO RE-ELECT EDWARD BONHAM CARTER AS A Mgmt For For
DIRECTOR OF THE COMPANY
7 TO RE-ELECT NICHOLAS CADBURY AS A DIRECTOR Mgmt For For
OF THE COMPANY
8 TO RE-ELECT MADELEINE COSGRAVE AS A Mgmt For For
DIRECTOR OF THE COMPANY
9 TO RE-ELECT CHRISTOPHE EVAIN AS A DIRECTOR Mgmt For For
OF THE COMPANY
10 TO RE-ELECT CRESSIDA HOGG AS A DIRECTOR OF Mgmt For For
THE COMPANY
11 TO RE-ELECT STACEY RAUCH AS A DIRECTOR OF Mgmt For For
THE COMPANY
12 RE-APPOINTMENT OF AUDITOR: TO RE-APPOINT Mgmt Against Against
ERNST & YOUNG LLP (EY) AS AUDITOR OF THE
COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION
OF THE NEXT GENERAL MEETING AT WHICH
ACCOUNTS ARE LAID BEFORE THE COMPANY
13 REMUNERATION OF AUDITOR: TO AUTHORISE THE Mgmt Against Against
DIRECTORS TO DETERMINE THE REMUNERATION OF
THE AUDITOR
14 AUTHORITY TO MAKE POLITICAL DONATIONS: IN Mgmt Against Against
ACCORDANCE WITH SECTIONS 366 AND 367 OF THE
COMPANIES ACT 2006 (2006 ACT), TO AUTHORISE
THE COMPANY AND ANY COMPANY WHICH IS OR
BECOMES ITS SUBSIDIARY AT ANY TIME DURING
THE PERIOD FOR WHICH THIS RESOLUTION HAS
EFFECT TO: (I) MAKE POLITICAL DONATIONS TO
POLITICAL PARTIES, OTHER POLITICAL
ORGANISATIONS AND/OR INDEPENDENT ELECTION
CANDIDATES; AND (II) INCUR OTHER POLITICAL
EXPENDITURE, PROVIDING SUCH EXPENDITURE
DOES NOT EXCEED GBP 50,000 IN AGGREGATE FOR
PARAGRAPHS (I) AND (II) ABOVE. THIS
AUTHORITY SHALL EXPIRE AFTER THE CONCLUSION
OF THE COMPANY'S NEXT ANNUAL GENERAL
MEETING. ANY TERMS USED IN THIS RESOLUTION
WHICH ARE DEFINED IN PART 14 OF THE 2006
ACT SHALL HAVE THE SAME MEANING AS IS GIVEN
TO THOSE TERMS IN PART 14 OF THE 2006 ACT
15 AUTHORITY TO ALLOT SECURITIES: PURSUANT TO Mgmt Against Against
SECTION 551 OF THE 2006 ACT, TO AUTHORISE
THE DIRECTORS GENERALLY AND UNCONDITIONALLY
TO ALLOT SHARES IN THE COMPANY AND TO GRANT
RIGHTS TO SUBSCRIBE FOR OR CONVERT ANY
SECURITY INTO SHARES IN THE COMPANY: (I) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP
26,363,515; AND (II) IN SO FAR AS SUCH
SHARES COMPRISE EQUITY SECURITIES (AS
DEFINED IN SECTION 560 OF THE 2006 ACT) UP
TO A FURTHER NOMINAL AMOUNT OF GBP
26,363,515 IN CONNECTION WITH AN OFFER BY
WAY OF A RIGHTS ISSUE: (A) TO ORDINARY
SHAREHOLDERS IN PROPORTION (AS NEARLY AS
MAY BE PRACTICABLE) TO THEIR EXISTING
HOLDINGS; AND (B) TO HOLDERS OF OTHER
EQUITY SECURITIES AS REQUIRED BY THE RIGHTS
OF THOSE SECURITIES OR AS THE DIRECTORS
OTHERWISE CONSIDER NECESSARY, AND SO THAT
THE DIRECTORS MAY IMPOSE ANY LIMITS OR
RESTRICTIONS AND MAKE ANY ARRANGEMENTS
WHICH THEY CONSIDER NECESSARY OR
APPROPRIATE TO DEAL WITH TREASURY SHARES,
FRACTIONAL ENTITLEMENTS, RECORD DATES,
LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN,
OR UNDER THE LAWS OF, ANY TERRITORY OR ANY
OTHER MATTER. THIS AUTHORITY SHALL EXPIRE
AT THE EARLIER OF THE CONCLUSION OF THE
NEXT ANNUAL GENERAL MEETING OF THE COMPANY
OR 15 MONTHS FROM THE DATE THIS RESOLUTION
IS PASSED (UNLESS PREVIOUSLY RENEWED,
VARIED OR REVOKED BY THE COMPANY IN GENERAL
MEETING), PROVIDED THAT THE COMPANY MAY
MAKE OFFERS AND ENTER INTO AGREEMENTS
BEFORE THIS AUTHORITY EXPIRES WHICH WOULD,
OR MIGHT, REQUIRE EQUITY SECURITIES TO BE
ALLOTTED OR SUBSCRIPTION OR CONVERSION
RIGHTS TO BE GRANTED AFTER THE AUTHORITY
ENDS AND THE DIRECTORS MAY ALLOT EQUITY
SECURITIES OR GRANT RIGHTS TO SUBSCRIBE FOR
OR CONVERT SECURITIES INTO ORDINARY SHARES
UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE
AUTHORITY HAD NOT EXPIRED. THIS AUTHORITY
REPLACES ALL PREVIOUS AUTHORITIES
16 GENERAL AUTHORITY TO DISAPPLY PRE-EMPTION Mgmt For For
RIGHTS: SUBJECT TO RESOLUTION 15 BEING
PASSED, TO AUTHORISE THE DIRECTORS TO ALLOT
EQUITY SECURITIES (PURSUANT TO SECTIONS 570
AND 573 OF THE 2006 ACT) FOR CASH UNDER THE
AUTHORITY GIVEN BY RESOLUTION 15 AND/OR TO
SELL TREASURY SHARES AS IF SECTION 561(1)
OF THE 2006 ACT DID NOT APPLY TO ANY SUCH
ALLOTMENT OR SALE, PROVIDED THAT THIS POWER
SHALL BE LIMITED TO: (I) THE ALLOTMENT OF
EQUITY SECURITIES AND SALE OF TREASURY
SHARES FOR CASH IN CONNECTION WITH AN OFFER
OF, OR INVITATION TO APPLY FOR, EQUITY
SECURITIES MADE TO (BUT IN THE CASE OF THE
AUTHORITY GRANTED UNDER PARAGRAPH (II) OF
RESOLUTION 16, BY WAY OF A RIGHTS ISSUE
ONLY): (A) ORDINARY SHAREHOLDERS IN
PROPORTION (AS NEARLY AS MAY BE
PRACTICABLE) TO THEIR EXISTING HOLDINGS;
AND (B) HOLDERS OF OTHER EQUITY SECURITIES,
AS REQUIRED BY THE RIGHTS OF THOSE
SECURITIES OR, IF THE DIRECTORS CONSIDER IT
NECESSARY, AS PERMITTED BY THE RIGHTS OF
THOSE SECURITIES, AND SO THAT THE DIRECTORS
MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND
MAKE ANY ARRANGEMENTS WHICH THEY CONSIDER
NECESSARY OR APPROPRIATE TO DEAL WITH
TREASURY SHARES, FRACTIONAL ENTITLEMENTS,
RECORD DATES, LEGAL, REGULATORY OR
PRACTICAL PROBLEMS IN, OR UNDER THE LAWS
OF, ANY TERRITORY OR ANY OTHER MATTER; AND
(II) IN THE CASE OF THE AUTHORITY GRANTED
UNDER PARAGRAPH (I) OF RESOLUTION 16 AND/OR
IN THE CASE OF ANY SALE OF TREASURY SHARES,
TO THE ALLOTMENT (OTHERWISE THAN UNDER
PARAGRAPH (I) OF THIS RESOLUTION) OF EQUITY
SECURITIES OR SALE OF TREASURY SHARES UP TO
A NOMINAL AMOUNT OF GBP 3,954,527 (BEING 5%
OF THE COMPANY'S ISSUED ORDINARY SHARE
CAPITAL, EXCLUDING TREASURY SHARES, AS AT
28 MAY 2020). THIS POWER SHALL EXPIRE AT
THE EARLIER OF THE CONCLUSION OF THE NEXT
ANNUAL GENERAL MEETING OF THE COMPANY OR 15
MONTHS FROM THE DATE THIS RESOLUTION IS
PASSED, PROVIDED THAT THE COMPANY MAY MAKE
OFFERS AND ENTER INTO AGREEMENTS BEFORE
THIS AUTHORITY EXPIRES WHICH WOULD, OR
MIGHT, REQUIRE EQUITY SECURITIES TO BE
ALLOTTED (AND TREASURY SHARES TO BE HELD)
AFTER THE AUTHORISATION EXPIRES AND THE
DIRECTORS MAY ALLOT EQUITY SECURITIES (AND
SELL TREASURY SHARES) UNDER ANY SUCH OFFER
OR AGREEMENT AS IF THE AUTHORITY HAD NOT
EXPIRED
17 ADDITIONAL AUTHORITY TO DISAPPLY Mgmt For For
PRE-EMPTION RIGHTS FOR PURPOSES OF
ACQUISITIONS OR CAPITAL INVESTMENTS:
SUBJECT TO RESOLUTION 15 BEING PASSED AND
IN ADDITION TO ANY AUTHORITY GRANTED UNDER
RESOLUTION 16 TO ALLOT EQUITY SECURITIES
(PURSUANT TO THE 2006 ACT) FOR CASH UNDER
THE AUTHORITY GIVEN BY THAT RESOLUTION, TO
AUTHORISE THE DIRECTORS TO ALLOT EQUITY
SECURITIES (PURSUANT TO SECTIONS 570 AND
573 OF THE 2006 ACT) FOR CASH UNDER THE
AUTHORITY GIVEN BY RESOLUTION 15 AND/OR TO
SELL TREASURY SHARES AS IF SECTION 561(1)
OF THE 2006 ACT DID NOT APPLY TO ANY SUCH
ALLOTMENT OR SALE, PROVIDED THAT THIS POWER
SHALL BE: (I) LIMITED, IN THE CASE OF THE
AUTHORITY GRANTED UNDER PARAGRAPH (I) OF
RESOLUTION 15 AND/OR IN THE CASE OF ANY
SALE OF TREASURY SHARES, TO THE ALLOTMENT
OF EQUITY SECURITIES OR SALE OF TREASURY
SHARES UP TO A NOMINAL AMOUNT OF GBP
3,954,527 (BEING 5% OF THE COMPANY'S ISSUED
ORDINARY SHARE CAPITAL, EXCLUDING TREASURY
SHARES, AS AT 28 MAY 2020); AND (II) USED
ONLY FOR THE PURPOSES OF FINANCING (OR
REFINANCING, IF THE AUTHORITY IS TO BE USED
WITHIN SIX MONTHS AFTER THE ORIGINAL
TRANSACTION) A TRANSACTION WHICH THE
DIRECTORS DETERMINE TO BE AN ACQUISITION OR
OTHER CAPITAL INVESTMENT OF A KIND
CONTEMPLATED BY THE STATEMENT OF PRINCIPLES
ON DISAPPLYING PRE-EMPTION RIGHTS MOST
RECENTLY PUBLISHED BY THE PRE-EMPTION GROUP
PRIOR TO THE DATE OF THIS NOTICE. THIS
POWER SHALL EXPIRE AT THE EARLIER OF THE
CONCLUSION OF THE NEXT ANNUAL GENERAL
MEETING OF THE COMPANY OR 15 MONTHS FROM
THE DATE THIS RESOLUTION IS PASSED,
PROVIDED THAT THE COMPANY MAY MAKE OFFERS
AND ENTER INTO AGREEMENTS BEFORE THIS
AUTHORITY EXPIRES WHICH WOULD, OR MIGHT,
REQUIRE EQUITY SECURITIES TO BE ALLOTTED
(AND TREASURY SHARES TO BE HELD) AFTER THE
AUTHORISATION EXPIRES AND THE DIRECTORS MAY
ALLOT EQUITY SECURITIES (AND SELL TREASURY
SHARES) UNDER ANY SUCH OFFER OR AGREEMENT
AS IF THE AUTHORITY HAD NOT EXPIRED
18 AUTHORITY TO PURCHASE OWN SHARES: PURSUANT Mgmt For For
TO SECTION 701 OF THE 2006 ACT, TO
AUTHORISE THE COMPANY GENERALLY AND
UNCONDITIONALLY TO MAKE MARKET PURCHASES
(AS DEFINED IN SECTION 693(4) OF THE 2006
ACT) OF ITS ORDINARY SHARES ON SUCH TERMS
AS THE DIRECTORS THINK FIT, PROVIDED THAT:
(I) THE MAXIMUM NUMBER OF ORDINARY SHARES
THAT MAY BE ACQUIRED IS 74,147,388 (BEING
10% OF THE COMPANY'S ISSUED ORDINARY SHARE
CAPITAL, EXCLUDING TREASURY SHARES, AS AT
28 MAY 2020); (II) THE MINIMUM PRICE
(EXCLUSIVE OF EXPENSES) WHICH MAY BE PAID
FOR AN ORDINARY SHARE IS 102/3P; AND (III)
THE MAXIMUM PRICE (EXCLUSIVE OF EXPENSES)
WHICH MAY BE PAID FOR EACH ORDINARY SHARE
IS THE HIGHER OF: (A) 105% OF THE AVERAGE
OF THE MIDDLE-MARKET QUOTATIONS OF AN
ORDINARY SHARE OF THE COMPANY AS DERIVED
FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST FOR THE FIVE BUSINESS DAYS
IMMEDIATELY PRECEDING THE DAY ON WHICH THE
ORDINARY SHARE IS CONTRACTED TO BE
PURCHASED; AND (B) AN AMOUNT EQUAL TO THE
HIGHER OF THE PRICE OF THE LAST INDEPENDENT
TRADE OF AN ORDINARY SHARE AND THE HIGHEST
CURRENT INDEPENDENT PURCHASE BID FOR AN
ORDINARY SHARE ON THE TRADING VENUES WHERE
THE PURCHASE IS CARRIED OUT. THIS AUTHORITY
SHALL EXPIRE AT THE EARLIER OF THE
CONCLUSION OF THE NEXT ANNUAL GENERAL
MEETING OF THE COMPANY OR 15 MONTHS FROM
THE DATE THIS RESOLUTION IS PASSED,
PROVIDED THAT THE COMPANY SHALL BE
ENTITLED, AT ANY TIME PRIOR TO THE EXPIRY
OF THIS AUTHORITY, TO MAKE A CONTRACT OF
PURCHASE WHICH WOULD OR MIGHT BE EXECUTED
WHOLLY OR PARTLY AFTER THE EXPIRY OF THIS
AUTHORITY AND TO PURCHASE ORDINARY SHARES
IN ACCORDANCE WITH SUCH CONTRACT AS IF THE
AUTHORITY HAD NOT EXPIRED
--------------------------------------------------------------------------------------------------------------------------
LEGAL & GENERAL GROUP PLC Agenda Number: 713933477
--------------------------------------------------------------------------------------------------------------------------
Security: G54404127
Meeting Type: AGM
Meeting Date: 20-May-2021
Ticker:
ISIN: GB0005603997
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 THAT THE AUDITED REPORT AND ACCOUNTS OF THE Mgmt For For
COMPANY FOR THE YEAR ENDED 31 DECEMBER
2020, TOGETHER WITH THE DIRECTORS' REPORT,
STRATEGIC REPORT AND THE AUDITOR'S REPORT
ON THOSE ACCOUNTS, BE RECEIVED AND ADOPTED
2 THAT A FINAL DIVIDEND OF 12.64 PENCE PER Mgmt Against Against
ORDINARY SHARE IN RESPECT OF THE YEAR ENDED
31 DECEMBER 2020 BE DECLARED AND BE PAID ON
27 MAY 2021 TO SHAREHOLDERS ON THE REGISTER
OF MEMBERS AT THE CLOSE OF BUSINESS ON 16
APRIL 2021
3 THAT RIC LEWIS BE ELECTED AS A DIRECTOR Mgmt For For
4 THAT NILUFER VON BISMARCK BE ELECTED AS A Mgmt For For
DIRECTOR
5 THAT HENRIETTA BALDOCK BE RE-ELECTED AS A Mgmt Against Against
DIRECTOR
6 THAT PHILIP BROADLEY BE RE-ELECTED AS A Mgmt Against Against
DIRECTOR
7 THAT JEFF DAVIES BE RE-ELECTED AS A Mgmt For For
DIRECTOR
8 THAT SIR JOHN KINGMAN BE RE-ELECTED AS A Mgmt For For
DIRECTOR
9 THAT LESLEY KNOX BE RE-ELECTED AS A Mgmt Against Against
DIRECTOR
10 THAT GEORGE LEWIS BE RE-ELECTED AS A Mgmt Against Against
DIRECTOR
11 THAT TOBY STRAUSS BE RE-ELECTED AS A Mgmt Against Against
DIRECTOR
12 THAT NIGEL WILSON BE RE-ELECTED AS A Mgmt For For
DIRECTOR
13 THAT KPMG LLP BE RE-APPOINTED AS AUDITOR OF Mgmt Against Against
THE COMPANY, TO HOLD OFFICE UNTIL THE
CONCLUSION OF THE NEXT GENERAL MEETING AT
WHICH ACCOUNTS ARE LAID
14 THAT THE DIRECTORS BE AUTHORISED TO Mgmt Against Against
DETERMINE THE AUDITOR'S REMUNERATION
15 THAT THE DIRECTORS' REPORT ON REMUNERATION Mgmt Against Against
(EXCLUDING THE DIRECTORS' REMUNERATION
POLICY), AS SET OUT ON PAGES 88 TO 90 OF
THE COMPANY'S 2020 ANNUAL REPORT AND
ACCOUNTS, BE APPROVED
16 RENEWAL OF DIRECTORS' AUTHORITY TO ALLOT Mgmt For For
SHARES
17 ADDITIONAL AUTHORITY TO ALLOT SHARES IN Mgmt For For
RESPECT OF CONTINGENT CONVERTIBLE
SECURITIES
18 POLITICAL DONATIONS Mgmt Against Against
19 DISAPPLICATION OF PRE-EMPTION RIGHTS Mgmt For For
20 ADDITIONAL AUTHORITY TO DISAPPLY Mgmt For For
PRE-EMPTION RIGHTS FOR PURPOSES OF
ACQUISITIONS OR SPECIFIED CAPITAL
INVESTMENTS
21 ADDITIONAL AUTHORITY TO DISAPPLY Mgmt For For
PRE-EMPTION RIGHTS IN CONNECTION WITH THE
ISSUE OF CCS
22 PURCHASE OF OWN SHARES Mgmt Against Against
23 TO ADOPT NEW ARTICLES OF ASSOCIATION Mgmt For For
24 THAT A GENERAL MEETING OF THE COMPANY OTHER Mgmt Against Against
THAN AN ANNUAL GENERAL MEETING OF THE
COMPANY MAY BE CALLED ON NOT LESS THAN 14
CLEAR DAYS' NOTICE
--------------------------------------------------------------------------------------------------------------------------
NOVO NORDISK A/S Agenda Number: 713620563
--------------------------------------------------------------------------------------------------------------------------
Security: K72807132
Meeting Type: AGM
Meeting Date: 25-Mar-2021
Ticker:
ISIN: DK0060534915
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IN THE MAJORITY OF MEETINGS THE VOTES ARE Non-Voting
CAST WITH THE REGISTRAR WHO WILL FOLLOW
CLIENT INSTRUCTIONS. IN A SMALL PERCENTAGE
OF MEETINGS THERE IS NO REGISTRAR AND
CLIENTS VOTES MAY BE CAST BY THE CHAIRMAN
OF THE BOARD OR A BOARD MEMBER AS PROXY.
CLIENTS CAN ONLY EXPECT THEM TO ACCEPT
PRO-MANAGEMENT VOTES. THE ONLY WAY TO
GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES
ARE REPRESENTED AT THE MEETING IS TO SEND
YOUR OWN REPRESENTATIVE OR ATTEND THE
MEETING IN PERSON. THE SUB CUSTODIAN BANKS
OFFER REPRESENTATION SERVICES FOR AN ADDED
FEE IF REQUESTED. THANK YOU
CMMT PLEASE BE ADVISED THAT SPLIT AND PARTIAL Non-Voting
VOTING IS NOT AUTHORISED FOR A BENEFICIAL
OWNER IN THE DANISH MARKET. PLEASE CONTACT
YOUR GLOBAL CUSTODIAN FOR FURTHER
INFORMATION.
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1 THE BOARD OF DIRECTORS' ORAL REPORT ON THE Non-Voting
COMPANY'S ACTIVITIES IN THE PAST FINANCIAL
YEAR
2 PRESENTATION AND ADOPTION OF THE AUDITED Mgmt For For
ANNUAL REPORT 2020
3 RESOLUTION TO DISTRIBUTE THE PROFIT Mgmt For For
ACCORDING TO THE ADOPTED ANNUAL REPORT 2020
4 PRESENTATION AND ADVISORY VOTE ON THE Mgmt For For
REMUNERATION REPORT 2020
5.1 APPROVAL OF THE REMUNERATION OF THE BOARD Mgmt For For
OF DIRECTORS: APPROVAL OF THE REMUNERATION
OF THE BOARD OF DIRECTORS FOR 2020
5.2 APPROVAL OF THE REMUNERATION OF THE BOARD Mgmt For For
OF DIRECTORS: APPROVAL OF THE REMUNERATION
LEVEL FOR 2021
6.1 ELECTION OF HELGE LUND AS CHAIR Mgmt For For
6.2 ELECTION OF JEPPE CHRISTIANSEN AS Mgmt For For
VICE-CHAIR
6.3.A ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: LAURENCE DEBROUX
6.3.B ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: ANDREAS FIBIG
6.3.C ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt Abstain Against
DIRECTORS: SYLVIE GREGOIRE
6.3.D ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt Abstain Against
DIRECTORS: KASIM KUTAY
6.3.E ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: MARTIN MACKAY
6.3.F ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: HENRIK POULSEN
7 APPOINTMENT OF AUDITOR: DELOITTE Mgmt For For
STATSAUTORISERET REVISIONSPARTNERSELSKAB
8.1 REDUCTION OF THE COMPANY'S B SHARE CAPITAL Mgmt Against Against
BY NOMINALLY DKK 8,000,000 BY CANCELLATION
OF B SHARES
8.2 AUTHORISATION TO THE BOARD OF DIRECTORS TO Mgmt For For
ALLOW THE COMPANY TO REPURCHASE OWN SHARES
8.3.A AUTHORISATION TO THE BOARD OF DIRECTORS TO Mgmt For For
INCREASE THE COMPANY'S SHARE CAPITAL:
CANCELLATION OF ARTICLE 5.3 OF THE ARTICLES
OF ASSOCIATION
8.3.B AUTHORISATION TO THE BOARD OF DIRECTORS TO Mgmt For For
INCREASE THE COMPANY'S SHARE CAPITAL:
EXTENSION OF AUTHORISATION TO THE BOARD OF
DIRECTORS TO INCREASE THE COMPANY'S SHARE
CAPITA
8.4.A INDEMNIFICATION OF THE BOARD OF DIRECTORS Mgmt For For
AND EXECUTIVE MANAGEMENT: INDEMNIFICATION
OF MEMBERS OF THE BOARD OF DIRECTORS
8.4.B INDEMNIFICATION OF THE BOARD OF DIRECTORS Mgmt For For
AND EXECUTIVE MANAGEMENT: INDEMNIFICATION
OF MEMBERS OF EXECUTIVE MANAGEMENT
8.5 AMENDMENTS TO THE REMUNERATION POLICY Mgmt For For
8.6.A AMENDMENT OF THE ARTICLES OF ASSOCIATION: Mgmt For For
VIRTUAL GENERAL MEETINGS
8.6.B AMENDMENT OF THE ARTICLES OF ASSOCIATION: Mgmt For For
LANGUAGE IN DOCUMENTS PREPARED FOR GENERAL
MEETINGS
8.6.C AMENDMENT OF THE ARTICLES OF ASSOCIATION: Mgmt For For
DIFFERENTIATION OF VOTES
8.7.A PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: PROPOSAL FROM THE
SHAREHOLDER KRITISKE AKTIONAERER ON MAKING
A PLAN FOR CHANGED OWNERSHIP
9 ANY OTHER BUSINESS Non-Voting
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR
RESOLUTION NUMBERS 6.1 TO 6.2, 6.3.A TO
6.3.F AND 7. 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 24 FEB 2021: 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT 24 FEB 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
ORPEA SA Agenda Number: 714163362
--------------------------------------------------------------------------------------------------------------------------
Security: F69036105
Meeting Type: MIX
Meeting Date: 24-Jun-2021
Ticker:
ISIN: FR0000184798
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
CMMT 07 JUNE 2021: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/balo/d
ocument/202105122101558-57 AND
https://www.journal-officiel.gouv.fr/balo/d
ocument/202106072102280-68 AND PLEASE NOTE
THAT THIS IS A REVISION DUE TO MODIFICATION
OF COMMENT. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
1 THE SHAREHOLDERS' MEETING, AFTER HAVING Mgmt For For
REVIEWED THE REPORTS OF THE BOARD OF
DIRECTORS AND THE AUDITORS, APPROVES THE
COMPANY'S FINANCIAL STATEMENTS FOR THE
FISCAL YEAR THAT ENDED ON DECEMBER 31ST
2020, AS PRESENTED, SHOWING NET EARNINGS
AMOUNTING TO EUR 30,488,610.60. THE
SHAREHOLDERS' MEETING APPROVES THE
NON-DEDUCTIBLE EXPENSES AND CHARGES
AMOUNTING TO EUR 668,762.00 AND THEIR
CORRESPONDING TAX OF EUR 214,137.59
2 THE SHAREHOLDERS' MEETING, AFTER HAVING Mgmt For For
REVIEWED THE REPORTS OF THE BOARD OF
DIRECTORS AND THE AUDITORS, APPROVES THE
CONSOLIDATED FINANCIAL STATEMENTS FOR SAID
FISCAL YEAR, AS PRESENTED TO THE MEETING,
SHOWING NET EARNINGS AMOUNTING TO EUR
160,046,227.00
3 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
RECOMMENDATIONS OF THE BOARD OF DIRECTORS
AND RESOLVES TO ALLOCATE EARNINGS AS
FOLLOWS: ORIGIN RETAINED EARNINGS: EUR
84,886.36 EARNINGS: EUR 30,488,610.60 OTHER
RESERVES: EUR 27,596,631.54 TOTAL:
58,170,128.50 ALLOCATION LEGAL RESERVE: EUR
1,936.00 DIVIDENDS: EUR 58,168,192.50
(BASED ON THE 64,631,325 SHARES COMPOSING
THE SHARE CAPITAL AS OF DECEMBER 31ST 2020)
THE SHAREHOLDERS WILL BE GRANTED A DIVIDEND
OF EUR 0.90 PER SHARE, THAT WILL BE
ELIGIBLE FOR THE 40 PER CENT DEDUCTION
PROVIDED BY THE FRENCH GENERAL TAX CODE.
THIS DIVIDEND WILL BE PAID ON JULY 13TH
2021. AS REQUIRED BY LAW, IT IS REMINDED
THAT, FOR THE LAST THREE FINANCIAL YEARS,
THE DIVIDENDS WERE PAID AS FOLLOWS: EUR
1.10 PER SHARE FOR FISCAL YEAR 2017 EUR
1.20 PER SHARE FOR FISCAL YEAR 2018, NO
DIVIDEND WAS PAID FOR FISCAL YEAR 2019
4 THE SHAREHOLDERS' MEETING HEREBY, AFTER Mgmt For For
REVIEWING THE SPECIAL REPORT OF THE
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE
L.225-38 OF THE FRENCH COMMERCIAL CODE,
APPROVES THE AGREEMENTS ENTERED INTO OR
WHICH REMAINED IN FORCE DURING SAID FISCAL
YEAR
5 THE SHAREHOLDERS' MEETING RATIFIES THE Mgmt For For
CO-OPTATION OF MR OLIVIER LECOMTE AS A
DIRECTOR, TO REPLACE MR XAVIER COIRBAY, FOR
THE REMAINDER OF MR XAVIER COIRBAY'S TERM
OF OFFICE, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR 2020
6 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt Against Against
APPOINTMENT OF MS BERNADETTE
DANET-CHEVALLIER AS DIRECTOR FOR A 4-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2024 FISCAL YEAR
7 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MR OLIVIER LECOMTE AS
DIRECTOR FOR A 4-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2024
FISCAL YEAR
8 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Against Against
AMENDMENT OF THE COMPENSATION POLICY OF MR
YVES LE MASNE AS MANAGING DIRECTOR, FOR THE
2020 FISCAL YEAR
9 SUBJECT TO THE ADOPTION OF RESOLUTION 4, Mgmt Against Against
THE SHAREHOLDERS' MEETING APPROVES THE
AMENDMENT OF THE COMPENSATION POLICY OF MR
JEAN-CLAUDE BRDENK AS DEPUTY MANAGING
DIRECTOR, FOR THE 2018 FISCAL YEAR
10 SUBJECT TO THE ADOPTION OF RESOLUTION 4, Mgmt Against Against
THE SHAREHOLDERS' MEETING APPROVES THE
AMENDMENT OF THE COMPENSATION POLICY OF MR
JEAN-CLAUDE BRDENK AS DEPUTY MANAGING
DIRECTOR, FOR THE 2019 FISCAL YEAR
11 SUBJECT TO THE ADOPTION OF RESOLUTION 4, Mgmt Against Against
THE SHAREHOLDERS' MEETING APPROVES THE
AMENDMENT OF THE COMPENSATION POLICY OF MR
JEAN-CLAUDE BRDENK AS DEPUTY MANAGING
DIRECTOR, FOR THE 2020 FISCAL YEAR
12 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
INFORMATION REGARDING THE COMPENSATION OF
THE CORPORATE OFFICERS AS MENTIONED IN
ARTICLE L.22-10-9 I OF THE COMMERCIAL CODE,
FOR THE 2020 FISCAL YEAR
13 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS PAID OR AWARDED TO MR
PHILIPPE CHARRIER, AS CHAIRMAN OF THE BOARD
OF DIRECTORS FOR THE 2020 FISCAL YEAR
14 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Against Against
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS PAID OR AWARDED TO MR
YVES LE MASNE, AS MANAGING DIRECTOR FOR THE
2020 FISCAL YEAR
15 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Against Against
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS PAID OR AWARDED TO MR
JEAN-CLAUDE BRDENK, AS DEPUTY MANAGING
DIRECTOR UNTIL DECEMBER 31ST 2020
16 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
COMPENSATION POLICY OF THE MEMBERS OF THE
BOARD OF DIRECTORS, FOR THE 2021 FISCAL
YEAR
17 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
COMPENSATION POLICY OF THE CHAIRMAN OF THE
BOARD OF DIRECTORS, FOR THE 2021 FISCAL
YEAR
18 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
COMPENSATION POLICY OF THE MANAGING
DIRECTOR, FOR THE 2021 FISCAL YEAR
19 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt Against Against
BOARD OF DIRECTORS TO BUY BACK THE
COMPANY'S SHARES, SUBJECT TO THE CONDITIONS
DESCRIBED BELOW: MAXIMUM PURCHASE PRICE:
EUR 150.00, MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10 PER CENT OF THE SHARES
COMPOSING THE SHARE CAPITAL (I.E. 6,463,132
SHARES AS OF DECEMBER 31ST 2020) MAXIMUM
FUNDS INVESTED IN THE SHARE BUYBACKS: EUR
969,469,800.00. THE NUMBER OF SHARES
ACQUIRED BY THE COMPANY WITH A VIEW TO
RETAINING OR DELIVERING IN CASH OR IN AN
EXCHANGE AS PART OF A MERGER, DIVESTMENT OR
CAPITAL CONTRIBUTION CANNOT EXCEED 5 PER
CENT OF ITS CAPITAL (I.E. 3,231,566 SHARES
AS OF DECEMBER 31ST 2020) THIS
AUTHORIZATION IS GIVEN FOR AN 18-MONTH
PERIOD. THIS DELEGATION OF POWERS
SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT. THE SHAREHOLDERS'
MEETING DELEGATES ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
20 THE SHAREHOLDERS' MEETING GRANTS ALL POWERS Mgmt Against Against
TO THE BOARD OF DIRECTORS TO REDUCE THE
SHARE CAPITAL, BY CANCELLING ALL OR PART OF
THE SHARES HELD BY THE COMPANY IN
CONNECTION WITH THE STOCK REPURCHASE PLAN,
UP TO A MAXIMUM OF 10 PER CENT OF THE SHARE
CAPITAL OVER A 24-MONTH PERIOD. THIS
AUTHORIZATION IS GIVEN FOR AN 18-MONTH
PERIOD. THIS DELEGATION OF POWERS
SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT. THE SHAREHOLDERS'
MEETING DELEGATES ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
21 THE SHAREHOLDERS' MEETING DELEGATES TO THE Mgmt For For
BOARD OF DIRECTORS THE NECESSARY POWERS TO
INCREASE THE CAPITAL UP TO EUR
40,000,000.00, BY ISSUANCE OF ORDINARY
SHARES OF THE COMPANY OR EQUITY SECURITIES
GIVING ACCESS TO EQUITY SECURITIES OF THE
COMPANY, GIVING RIGHT TO THE ALLOCATION OF
DEBT SECURITIES, OR DEBT SECURITIES GIVING
ACCESS TO EQUITY SECURITIES TO BE ISSUED OF
THE COMPANY OR GIVING ACCESS TO EXISTING
EQUITY SECURITIES OR DEBT SECURITIES, WITH
PREFERENTIAL SUBSCRIPTION RIGHTS
MAINTAINED. THE AMOUNT OF CAPITAL INCREASE
TO BE REALIZED UNDER THIS RESOLUTION AND
RESOLUTIONS NUMBER 22 TO 24, 26 AND 28
SHALL NOT EXCEED THIS CEILING. THE MAXIMUM
NOMINAL AMOUNT OF DEBT SECURITIES, WHICH
MAY BE ISSUED, SHALL NOT EXCEED EUR
750,000,000.00. THE AMOUNT OF CAPITAL
INCREASE TO BE REALIZED UNDER THIS
RESOLUTION AND RESOLUTIONS NUMBER 22 TO 24,
AND 26 SHALL NOT EXCEED THIS CEILING.
DURATION: 14-MONTHS. THIS DELEGATION OF
POWERS SUPERSEDES ANY AND ALL EARLIER
DELEGATIONS TO THE SAME EFFECT
22 THE SHAREHOLDERS' MEETING DELEGATES ALL Mgmt For For
POWERS TO THE BOARD OF DIRECTORS TO
INCREASE THE SHARE CAPITAL UP TO EUR
8,078,915.00, BY ISSUANCE OF ORDINARY
SHARES OF THE COMPANY OR EQUITY SECURITIES
GIVING ACCESS TO EQUITY SECURITIES OF THE
COMPANY AND-OR GIVING RIGHT TO THE
ALLOCATION OF DEBT SECURITIES, OR DEBT
SECURITIES GIVING ACCESS TO EQUITY
SECURITIES TO BE ISSUED OF THE COMPANY OR
GIVING ACCESS TO EXISTING EQUITY SECURITIES
OR DEBT SECURITIES, THROUGH A PUBLIC
OFFERING, WITH CANCELLATION OF THE
PREFERENTIAL SUBSCRIPTION RIGHTS. THE
NOMINAL AMOUNT OF DEBT SECURITIES TO BE
ISSUED UNDER THIS DELEGATION SHALL NOT
EXCEED EUR 750,000,000.00. THE PRESENT
DELEGATION IS GIVEN FOR A 14-MONTH PERIOD.
THIS DELEGATION OF POWERS SUPERSEDES ANY
AND ALL EARLIER DELEGATIONS TO THE SAME
EFFECT. THE SHAREHOLDERS' MEETING DELEGATES
ALL POWERS TO THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
23 THE SHAREHOLDERS' MEETING DELEGATES ALL Mgmt For For
POWERS TO THE BOARD OF DIRECTORS TO
INCREASE THE SHARE CAPITAL UP TO EUR
8,078,915.00, BY ISSUANCE OF ORDINARY
SHARES OF THE COMPANY OR EQUITY SECURITIES
GIVING ACCESS TO EQUITY SECURITIES OF THE
COMPANY AND-OR GIVING RIGHT TO THE
ALLOCATION OF DEBT SECURITIES, OR DEBT
SECURITIES GIVING ACCESS TO EQUITY
SECURITIES TO BE ISSUED OF THE COMPANY OR
GIVING ACCESS TO EXISTING EQUITY SECURITIES
OR DEBT SECURITIES, THROUGH A PRIVATE
OFFERING, WITH CANCELLATION OF THE
PREFERENTIAL SUBSCRIPTION RIGHTS. THE
NOMINAL AMOUNT OF DEBT SECURITIES TO BE
ISSUED UNDER THIS DELEGATION SHALL NOT
EXCEED EUR 750,000,000.00. THE PRESENT
DELEGATION IS GIVEN FOR A 14-MONTH PERIOD.
THIS DELEGATION OF POWERS SUPERSEDES ANY
AND ALL EARLIER DELEGATIONS TO THE SAME
EFFECT. THE SHAREHOLDERS' MEETING DELEGATES
ALL POWERS TO THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
24 THE SHAREHOLDERS' MEETING RESOLVES THAT THE Mgmt For For
BOARD OF DIRECTORS MAY DECIDE TO INCREASE
THE NUMBER OF SECURITIES TO BE ISSUED IN
THE EVENT OF A CAPITAL INCREASE WITH OR
WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS OF
SHAREHOLDERS AS PER RESOLUTIONS NUMBER 21
TO 23 AND 25, AT THE SAME PRICE AS THE
INITIAL ISSUE, WITHIN 30 DAYS OF THE
CLOSING OF THE SUBSCRIPTION PERIOD AND UP
TO A MAXIMUM OF 15 PER CENT OF THE INITIAL
ISSUANCE. THIS DELEGATION IS GRANTED FOR A
14-MONTH PERIOD. THIS DELEGATION OF POWERS
SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT
25 THE SHAREHOLDERS' MEETING, SUBJECT TO THE Mgmt For For
ADOPTION OF RESOLUTIONS NUMBER 22 AND 23,
AUTHORIZES THE BOARD OF DIRECTORS, FOR A
PERIOD OF 14 MONTHS AND WITHIN THE LIMIT OF
10 PER CENT OF THE SHARE CAPITAL PER YEAR,
TO SET THE ISSUE PRICE OF THE ISSUANCES TO
BE DECIDED UNDER RESOLUTIONS NUMBER 22 AND
23, IN ACCORDANCE WITH THE TERMS AND
CONDITIONS DETERMINED BY THE SHAREHOLDERS'
MEETING. THIS DELEGATION OF POWERS
SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT
26 THE SHAREHOLDERS' MEETING DELEGATES ALL Mgmt For For
POWERS TO THE BOARD OF DIRECTORS TO
INCREASE THE SHARE CAPITAL, UP TO 10 PER
CENT OF THE SHARE CAPITAL OR 6,464,132
SHARES, BY ISSUING SHARES AND-OR EQUITY
SECURITIES GIVING ACCESS TO EQUITY
SECURITIES OF THE COMPANY AND-OR GIVING
RIGHT TO THE ALLOCATION OF DEBT SECURITIES,
AND-OR DEBT SECURITIES GIVING ACCESS TO NEW
OR EXISTING EQUITY SECURITIES OF THE
COMPANY, IN CONSIDERATION FOR THE
CONTRIBUTIONS IN KIND GRANTED TO THE
COMPANY AND COMPOSED OF EQUITY SECURITIES
OR SECURITIES GIVING ACCESS TO THE SHARE
CAPITAL. THIS AUTHORIZATION IS GRANTED FOR
A 14-MONTH PERIOD. THIS DELEGATION OF
POWERS SUPERSEDES ANY AND ALL EARLIER
DELEGATIONS TO THE SAME EFFECT. THE
SHAREHOLDERS' MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
27 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL, ON ONE OR MORE OCCASIONS, AT ITS
SOLE DISCRETION, IN FAVOR OF MEMBERS OF A
COMPANY SAVINGS PLAN OF THE COMPANY AND
FRENCH OR FOREIGN COMPANIES ENTERING IN THE
SCOPE OF THE CONSOLIDATED STATEMENT OF THE
COMPANY, BY ISSUANCE OF SHARES OR
SECURITIES GIVING ACCESS TO THE SHARE
CAPITAL OF THE COMPANY, WITH CANCELLATION
OF PREFERENTIAL SUBSCRIPTION RIGHTS. THIS
DELEGATION IS GIVEN FOR A 14-MONTH PERIOD
AND FOR A NOMINAL AMOUNT THAT SHALL NOT
EXCEED EUR 400,000.00. THIS DELEGATION OF
POWERS SUPERSEDES ANY AND ALL EARLIER
DELEGATIONS TO THE SAME EFFECT. THE
SHAREHOLDERS' MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
28 THE SHAREHOLDERS' MEETING RESOLVES TO BRING Mgmt For For
THE ARTICLE 15.1 OF THE BYLAWS INTO
CONFORMITY WITH THE LEGAL AND REGULATORY
PROVISIONS
29 THE SHAREHOLDERS' MEETING DECIDES TO AMEND Mgmt For For
ARTICLE NUMBER 24: 'COMPETENCIES OF THE
GENERAL MEETINGS' OF THE BYLAWS AND ARTICLE
NUMBER 25: 'CONVENING OF THE GENERAL
MEETINGS' OF THE BYLAWS
30 THE SHAREHOLDERS' MEETING RESOLVES TO BRING Mgmt For For
THE ARTICLES OF THE BYLAWS INTO CONFORMITY
WITH THE CURRENT LEGAL AND REGULATORY
REQUIREMENTS, SUBJECT TO THE RATIFICATION
OF THESE MODIFICATIONS BY THE NEXT
EXTRAORDINARY SHAREHOLDERS' MEETING. THIS
DELEGATION IS GRANTED FOR AN 18-MONTH
PERIOD
31 THE SHAREHOLDERS' MEETING GRANTS FULL Mgmt For For
POWERS TO THE BEARER OF AN ORIGINAL, A COPY
OR EXTRACT OF THE MINUTES OF THIS MEETING
TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
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
--------------------------------------------------------------------------------------------------------------------------
ORSTED Agenda Number: 713588993
--------------------------------------------------------------------------------------------------------------------------
Security: K7653Q105
Meeting Type: AGM
Meeting Date: 01-Mar-2021
Ticker:
ISIN: DK0060094928
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IN THE MAJORITY OF MEETINGS THE VOTES ARE Non-Voting
CAST WITH THE REGISTRAR WHO WILL FOLLOW
CLIENT INSTRUCTIONS. IN A SMALL PERCENTAGE
OF MEETINGS THERE IS NO REGISTRAR AND
CLIENTS VOTES MAY BE CAST BY THE CHAIRMAN
OF THE BOARD OR A BOARD MEMBER AS PROXY.
CLIENTS CAN ONLY EXPECT THEM TO ACCEPT
PRO-MANAGEMENT VOTES. THE ONLY WAY TO
GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES
ARE REPRESENTED AT THE MEETING IS TO SEND
YOUR OWN REPRESENTATIVE OR ATTEND THE
MEETING IN PERSON. THE SUB CUSTODIAN BANKS
OFFER REPRESENTATION SERVICES FOR AN ADDED
FEE IF REQUESTED. THANK YOU
CMMT PLEASE BE ADVISED THAT SPLIT AND PARTIAL Non-Voting
VOTING IS NOT AUTHORISED FOR A BENEFICIAL
OWNER IN THE DANISH MARKET. PLEASE CONTACT
YOUR GLOBAL CUSTODIAN FOR FURTHER
INFORMATION.
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR
RESOLUTION NUMBERS 9.1 TO 9.9 AND 11. THANK
YOU
1 REPORT BY THE BOARD OF DIRECTORS Non-Voting
2 PRESENTATION OF THE AUDITED ANNUAL REPORT Mgmt For For
FOR APPROVAL
3 PRESENTATION OF THE REMUNERATION REPORT FOR Mgmt For For
ADVISORY VOTE
4 PROPOSAL TO DISCHARGE THE BOARD OF Mgmt For For
DIRECTORS AND THE EXECUTIVE BOARD FROM
THEIR LIABILITIES
5 PROPOSAL FOR THE APPROPRIATION OF THE Mgmt For For
PROFIT ACCORDING TO THE APPROVED ANNUAL
REPORT
6 PROPOSAL FROM THE BOARD OF DIRECTORS FOR Mgmt Against Against
AUTHORIZATION TO ACQUIRE TREASURY SHARES
7.1 PROPOSAL FROM THE BOARD OF DIRECTORS: Mgmt For For
ADOPTION OF AN AMENDMENT OF THE
REMUNERATION POLICY TO AUTHORISE THE BOARD
OF DIRECTORS TO IMPLEMENT A SCHEME FOR
INDEMNIFICATION OF THE BOARD OF DIRECTORS
AND THE EXECUTIVE BOARD
7.2 PROPOSAL FROM THE BOARD OF DIRECTORS: Mgmt For For
ADOPTION OF AN AMENDMENT OF THE
REMUNERATION POLICY TO ALLOW FOR A FIXED
ANNUAL TRAVEL COMPENSATION FOR BOARD
MEMBERS RESIDING OUTSIDE EUROPE
7.3 PROPOSAL FROM THE BOARD OF DIRECTORS: Mgmt For For
ADOPTION OF AN AUTHORISATION IN THE
ARTICLES OF ASSOCIATION TO CONDUCT
COMPLETELY ELECTRONIC GENERAL MEETINGS
7.4 PROPOSAL FROM THE BOARD OF DIRECTORS: GRANT Mgmt For For
OF AUTHORISATION
8 ANY PROPOSALS FROM THE SHAREHOLDERS (NO Non-Voting
PROPOSALS)
9.1 ELECTION OF EIGHT MEMBERS OF THE BOARD OF Mgmt For For
DIRECTORS
9.2 RE-ELECTION OF THOMAS THUNE ANDERSEN AS Mgmt For For
CHAIRMAN OF THE BOARD OF DIRECTORS
9.3 RE-ELECTION OF LENE SKOLE AS DEPUTY Mgmt For For
CHAIRMAN OF THE BOARD OF DIRECTORS
9.4 RE-ELECTION OF LYNDA ARMSTRONG AS MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
9.5 RE-ELECTION OF JORGEN KILDAHL AS MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
9.6 RE-ELECTION OF PETER KORSHOLM AS MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
9.7 RE-ELECTION OF DIETER WEMMER AS MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
9.8 ELECTION OF JULIA KING, BARONESS BROWN OF Mgmt For For
CAMBRIDGE, AS NEW MEMBER OF THE BOARD OF
DIRECTORS
9.9 ELECTION OF HENRIK POULSEN AS NEW MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
10 DETERMINATION OF THE REMUNERATION PAYABLE Mgmt Against Against
TO THE BOARD OF DIRECTORS FOR THE FINANCIAL
YEAR 2021
11 RE-ELECTION OF PRICEWATERHOUSECOOPERS Mgmt Abstain Against
STATSAUTORISERET REVISIONSPARTNERSELSKAB AS
AUDITOR
12 ANY OTHER BUSINESS 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. THANK YOU
CMMT 05 FEB 2021: 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT 05 FEB 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
PRUDENTIAL PLC Agenda Number: 713870461
--------------------------------------------------------------------------------------------------------------------------
Security: G72899100
Meeting Type: AGM
Meeting Date: 13-May-2021
Ticker:
ISIN: GB0007099541
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE AND CONSIDER THE 2020 ACCOUNTS Mgmt For For
STRATEGIC REPORT DIRECTORS REMUNERATION
REPORT DIRECTORS REPORT AND THE AUDITORS
REPORT THE ANNUAL REPORT
2 TO APPROVE THE DIRECTORS REMUNERATION Mgmt Against Against
REPORT
3 TO ELECT CHUA SOCK KOONG AS A DIRECTOR Mgmt For For
4 TO ELECT MING LU AS A DIRECTOR Mgmt For For
5 TO ELECT JEANETTE WONG AS A DIRECTOR Mgmt For For
6 TO RE-ELECT SHRITI VADERA AS A DIRECTOR Mgmt For For
7 TO RE-ELECT JEREMY ANDERSON AS A DIRECTOR Mgmt For For
8 TO RE-ELECT MARK FITZPATRICK AS A DIRECTOR Mgmt For For
9 TO RE-ELECT DAVID LAW AS A DIRECTOR Mgmt For For
10 TO RE-ELECT ANTHONY NIGHTINGALE AS A Mgmt Against Against
DIRECTOR
11 TO RE-ELECT PHILIP REMNANT AS A DIRECTOR Mgmt Against Against
12 TO RE-ELECT ALICE SCHROEDER AS A DIRECTOR Mgmt For For
13 TO RE-ELECT JAMES TURNER AS A DIRECTOR Mgmt For For
14 TO RE-ELECT THOMAS WATJEN AS A DIRECTOR Mgmt Against Against
15 TO RE-ELECT MICHAEL WELLS AS A DIRECTOR Mgmt For For
16 TO RE-ELECT FIELDS WICKER-MIURIN AS A Mgmt Against Against
DIRECTOR
17 TO RE-ELECT AMY YIP AS A DIRECTOR Mgmt For For
18 TO RE-APPOINT KPMG LLP AS THE COMPANY'S Mgmt Against Against
AUDITOR
19 TO AUTHORISE THE AUDIT COMMITTEE TO Mgmt Against Against
DETERMINE THE AMOUNT OF THE AUDITORS
REMUNERATION
20 TO RENEW THE AUTHORITY TO MAKE POLITICAL Mgmt Against Against
DONATIONS
21 TO RENEW THE AUTHORITY TO ALLOT ORDINARY Mgmt For For
SHARES
22 TO RENEW THE EXTENSION OF AUTHORITY TO Mgmt For For
ALLOT ORDINARY SHARES TO INCLUDE
REPURCHASED SHARES
23 TO RENEW THE AUTHORITY FOR DISAPPLICATION Mgmt For For
OF PRE-EMPTION RIGHTS
24 TO RENEW THE AUTHORITY FOR DISAPPLICATION Mgmt For For
OF PRE-EMPTION RIGHTS FOR PURPOSES OF
ACQUISITIONS OR SPECIFIED CAPITAL
INVESTMENTS
25 TO RENEW THE AUTHORITY FOR PURCHASE OF OWN Mgmt For For
SHARES
26 TO RENEW THE AUTHORITY IN RESPECT OF NOTICE Mgmt Against Against
FOR GENERAL MEETINGS
--------------------------------------------------------------------------------------------------------------------------
SAP SE Agenda Number: 713760329
--------------------------------------------------------------------------------------------------------------------------
Security: D66992104
Meeting Type: AGM
Meeting Date: 12-May-2021
Ticker:
ISIN: DE0007164600
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
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
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
1 RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting
REPORTS FOR FISCAL YEAR 2020
2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF EUR 1.85 PER SHARE
3 APPROVE DISCHARGE OF MANAGEMENT BOARD FOR Mgmt Against Against
FISCAL YEAR 2020
4 APPROVE DISCHARGE OF SUPERVISORY BOARD FOR Mgmt Against Against
FISCAL YEAR 2020
5 RATIFY KPMG AG AS AUDITORS FOR FISCAL YEAR Mgmt Against Against
2021
6.1 ELECT QI LU TO THE SUPERVISORY BOARD Mgmt For For
6.2 ELECT ROUVEN WESTPHAL TO THE SUPERVISORY Mgmt For For
BOARD
7 APPROVE ISSUANCE OF WARRANTS/BONDS WITH Mgmt For For
WARRANTS ATTACHED/CONVERTIBLE BONDS WITHOUT
PREEMPTIVE RIGHTS UP TO AGGREGATE NOMINAL
AMOUNT OF EUR 10 BILLION APPROVE CREATION
OF EUR 100 MILLION POOL OF CAPITAL TO
GUARANTEE CONVERSION RIGHTS
8 AMEND CORPORATE PURPOSE Mgmt For For
9 AMEND ARTICLES RE: PROOF OF ENTITLEMENT Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
SEKISUI HOUSE,LTD. Agenda Number: 713747915
--------------------------------------------------------------------------------------------------------------------------
Security: J70746136
Meeting Type: AGM
Meeting Date: 27-Apr-2021
Ticker:
ISIN: JP3420600003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1 Approve Appropriation of Surplus Mgmt Against Against
2 Amend Articles to: Set the Maximum Size of Mgmt For For
the Board of Directors and Set the Maximum
Size of the Board of Corporate Auditors
3.1 Appoint a Director Nakai, Yoshihiro Mgmt For For
3.2 Appoint a Director Horiuchi, Yosuke Mgmt For For
3.3 Appoint a Director Nishida, Kumpei Mgmt For For
3.4 Appoint a Director Tanaka, Satoshi Mgmt For For
3.5 Appoint a Director Miura, Toshiharu Mgmt For For
3.6 Appoint a Director Ishii, Toru Mgmt For For
3.7 Appoint a Director Yoshimaru, Yukiko Mgmt For For
3.8 Appoint a Director Kitazawa, Toshifumi Mgmt For For
3.9 Appoint a Director Nakajima, Yoshimi Mgmt For For
3.10 Appoint a Director Takegawa, Keiko Mgmt For For
4.1 Appoint a Corporate Auditor Ito, Midori Mgmt Against Against
4.2 Appoint a Corporate Auditor Kobayashi, Mgmt For For
Takashi
--------------------------------------------------------------------------------------------------------------------------
SHIMANO INC. Agenda Number: 713662511
--------------------------------------------------------------------------------------------------------------------------
Security: J72262108
Meeting Type: AGM
Meeting Date: 30-Mar-2021
Ticker:
ISIN: JP3358000002
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1 Approve Appropriation of Surplus Mgmt Against Against
2.1 Appoint a Director Chia Chin Seng Mgmt For For
2.2 Appoint a Director Otsu, Tomohiro Mgmt For For
2.3 Appoint a Director Yoshida, Tamotsu Mgmt For For
2.4 Appoint a Director Ichijo, Kazuo Mgmt For For
2.5 Appoint a Director Katsumaru, Mitsuhiro Mgmt For For
2.6 Appoint a Director Sakakibara, Sadayuki Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
SMURFIT KAPPA GROUP PLC Agenda Number: 713523252
--------------------------------------------------------------------------------------------------------------------------
Security: G8248F104
Meeting Type: EGM
Meeting Date: 05-Feb-2021
Ticker:
ISIN: IE00B1RR8406
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1 TO APPROVE THE MIGRATION OF THE MIGRATING Mgmt For For
SHARES TO EUROCLEAR BANK'S CENTRAL
SECURITIES DEPOSITORY
2 TO APPROVE AND ADOPT NEW ARTICLES OF Mgmt For For
ASSOCIATION
3 TO AUTHORISE THE COMPANY TO TAKE ALL Mgmt For For
ACTIONS TO IMPLEMENT THE MIGRATION
--------------------------------------------------------------------------------------------------------------------------
SMURFIT KAPPA GROUP PLC Agenda Number: 713754148
--------------------------------------------------------------------------------------------------------------------------
Security: G8248F104
Meeting Type: AGM
Meeting Date: 30-Apr-2021
Ticker:
ISIN: IE00B1RR8406
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS
2 APPROVE REMUNERATION REPORT Mgmt For For
3 APPROVE REMUNERATION POLICY Mgmt For For
4 APPROVE FINAL DIVIDEND Mgmt Against Against
5 ELECT KAISA HIETALA AS DIRECTOR Mgmt For For
6A RE-ELECT IRIAL FINAN AS DIRECTOR Mgmt For For
6B RE-ELECT ANTHONY SMURFIT AS DIRECTOR Mgmt For For
6C RE-ELECT KEN BOWLES AS DIRECTOR Mgmt For For
6D RE-ELECT ANNE ANDERSON AS DIRECTOR Mgmt Against Against
6E RE-ELECT FRITS BEURSKENS AS DIRECTOR Mgmt Against Against
6F RE-ELECT CAROL FAIRWEATHER AS DIRECTOR Mgmt For For
6G RE-ELECT JAMES LAWRENCE AS DIRECTOR Mgmt Against Against
6H RE-ELECT DR LOURDES MELGAR AS DIRECTOR Mgmt For For
6I RE-ELECT JOHN MOLONEY AS DIRECTOR Mgmt For For
6J RE-ELECT JORGEN RASMUSSEN AS DIRECTOR Mgmt For For
6K RE-ELECT GONZALO RESTREPO AS DIRECTOR Mgmt Against Against
7 AUTHORISE BOARD TO FIX REMUNERATION OF Mgmt For For
AUDITORS
8 AUTHORISE ISSUE OF EQUITY Mgmt For For
9 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS
10 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS IN CONNECTION WITH AN
ACQUISITION OR OTHER CAPITAL INVESTMENT
11 AUTHORISE MARKET PURCHASE OF SHARES Mgmt Against Against
12 AUTHORISE THE COMPANY TO CALL GENERAL Mgmt Against Against
MEETING WITH TWO WEEKS' NOTICE
13 APPROVE INCREASE IN THE MAXIMUM AWARD Mgmt For For
OPPORTUNITY IN THE RULES OF THE 2018
PERFORMANCE SHARE PLAN
CMMT 01 APR 2021: 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 26 APR 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT AND DUE
CHANGE IN NUMBERING FOR RESOLUTION 6.A TO
6.K. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
SPIRAX-SARCO ENGINEERING PLC Agenda Number: 713841852
--------------------------------------------------------------------------------------------------------------------------
Security: G83561129
Meeting Type: AGM
Meeting Date: 12-May-2021
Ticker:
ISIN: GB00BWFGQN14
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE ANNUAL REPORT 2020 Mgmt For For
2 TO APPROVE THE ANNUAL REPORT ON Mgmt Against Against
REMUNERATION 2020
3 TO DECLARE THE FINAL DIVIDEND Mgmt Against Against
4 TO RE-APPOINT DELOITTE LLP AS AUDITOR OF Mgmt For For
THE COMPANY
5 TO AUTHORISE THE DIRECTORS TO DETERMINE THE Mgmt For For
AUDITORS REMUNERATION
6 TO RE-ELECT MR J. PIKE AS A DIRECTOR Mgmt For For
7 TO RE-ELECT MR N.J. ANDERSON AS A DIRECTOR Mgmt For For
8 TO RE-ELECT DR. G.E SCHOOLENBERG AS A Mgmt Against Against
DIRECTOR
9 TO RE-ELECT MISS J.S. KINGSTON AS A Mgmt Against Against
DIRECTOR
10 TO RE-ELECT MR K. THOMPSON AS A DIRECTOR Mgmt Against Against
11 TO RE-ELECT MRS C.A. JOHNSTONE AS A Mgmt Against Against
DIRECTOR
12 TO RE-ELECT MR. P. FRANCE AS A DIRECTOR Mgmt Against Against
13 TO ELECT MR. N.B. PATEL AS A DIRECTOR Mgmt For For
14 TO ELECT MS. A. ARCHON AS A DIRECTOR Mgmt For For
15 TO ELECT DR O.R. QIU AS A DIRECTOR Mgmt For For
16 TO ELECT MR. R.D. GILLINGWATER AS A Mgmt For For
DIRECTOR
17 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For
18 PLEASE REFER TO THE NOTICE OF MEETING DATED Mgmt Against Against
7 APRIL 2021
19 TO DISAPPLY STATUTORY PRE-EMPTION RIGHTS Mgmt For For
20 TO AUTHORISE THE COMPANY TO PURCHASE ITS Mgmt Against Against
OWN SHARES
--------------------------------------------------------------------------------------------------------------------------
STOCKLAND Agenda Number: 713143282
--------------------------------------------------------------------------------------------------------------------------
Security: Q8773B105
Meeting Type: AGM
Meeting Date: 20-Oct-2020
Ticker:
ISIN: AU000000SGP0
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting
PROPOSALS 5, 6 AND VOTES CAST BY ANY
INDIVIDUAL OR RELATED PARTY WHO BENEFIT
FROM THE PASSING OF THE PROPOSAL/S WILL BE
DISREGARDED BY THE COMPANY. HENCE, IF YOU
HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN
FUTURE BENEFIT (AS REFERRED IN THE COMPANY
ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT
PROPOSAL ITEMS. BY DOING SO, YOU
ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT
OR EXPECT TO OBTAIN BENEFIT BY THE PASSING
OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR
OR AGAINST) ON THE ABOVE MENTIONED
PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE
NOT OBTAINED BENEFIT NEITHER EXPECT TO
OBTAIN BENEFIT BY THE PASSING OF THE
RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE
VOTING EXCLUSION
2 ELECTION OF MS KATE MCKENZIE AS A DIRECTOR Mgmt For For
3 RE-ELECTION OF MR TOM POCKETT AS A DIRECTOR Mgmt For For
4 RE-ELECTION OF MR ANDREW STEVENS AS A Mgmt For For
DIRECTOR
5 APPROVAL OF REMUNERATION REPORT Mgmt For For
6 RENEWAL OF TERMINATION BENEFITS FRAMEWORK Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
SYMRISE AG Agenda Number: 713730302
--------------------------------------------------------------------------------------------------------------------------
Security: D827A1108
Meeting Type: AGM
Meeting Date: 05-May-2021
Ticker:
ISIN: DE000SYM9999
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1 RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting
REPORTS FOR FISCAL YEAR 2020
2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF EUR 0.97 PER SHARE
3 APPROVE DISCHARGE OF MANAGEMENT BOARD FOR Mgmt Against Against
FISCAL YEAR 2020
4 APPROVE DISCHARGE OF SUPERVISORY BOARD FOR Mgmt Against Against
FISCAL YEAR 2020
5 RATIFY ERNST & YOUNG GMBH AS AUDITORS FOR Mgmt For For
FISCAL YEAR 2021
6.1 ELECT MICHAEL KOENIG TO THE SUPERVISORY Mgmt For For
BOARD
6.2 ELECT URSULA BUCK TO THE SUPERVISORY BOARD Mgmt For For
6.3 ELECT BERND HIRSCH TO THE SUPERVISORY BOARD Mgmt For For
6.4 ELECT HORST-OTTO GERBERDING TO THE Mgmt Against Against
SUPERVISORY BOARD
6.5 ELECT ANDREA PFEIFER TO THE SUPERVISORY Mgmt Against Against
BOARD
6.6 ELECT PETER VANACKER TO THE SUPERVISORY Mgmt For For
BOARD
7 AMEND ARTICLES RE: ONLINE PARTICIPATION; Mgmt For For
ABSENTEE VOTE; VIRTUAL GENERAL MEETING
8 APPROVE REMUNERATION POLICY Mgmt For For
9 APPROVE REMUNERATION OF SUPERVISORY BOARD Mgmt For For
CMMT FROM 10TH FEBRUARY BROADRIDGE WILL CODE ALL Non-Voting
AGENDAS FOR GERMAN MEETINGS IN ENGLISH ONLY
IF YOU WISH TO SEE THE AGENDA IN GERMAN
THIS WILL BE MADE AVAILABLE AS A LINK UNDER
THE MATERIAL URL DROPDOWN AT THE TOP OF THE
BALLOT THE GERMAN AGENDAS FOR ANY EXISTING
OR PAST MEETINGS WILL REMAIN IN PLACE. FOR
FURTHER INFORMATION PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE
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.
CMMT 29 MAR 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO MODIFICATION OF TEXT OF
RESOLUTION 1. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MFG. CO. LTD. Agenda Number: 935435049
--------------------------------------------------------------------------------------------------------------------------
Security: 874039100
Meeting Type: Annual
Meeting Date: 08-Jun-2021
Ticker: TSM
ISIN: US8740391003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1) To accept 2020 Business Report and Mgmt For For
Financial Statements.
2) Based on recent amendments to the "Template Mgmt For For
of Procedures for Election of Director" by
the Taiwan Stock Exchange, to approve
amendments to the ballot format requirement
for election of Directors set forth in
TSMC's "Rules for Election of Directors".
3) To approve the issuance of employee Mgmt For For
restricted stock awards for year 2021.
4) DIRECTOR
Mark Liu* Mgmt For For
C.C. Wei* Mgmt For For
F.C. Tseng* Mgmt For For
Ming-Hsin Kung*+ Mgmt For For
Sir Peter L. Bonfield# Mgmt For For
Kok-Choo Chen# Mgmt For For
Michael R. Splinter# Mgmt For For
Moshe N. Gavrielov# Mgmt For For
Yancey Hai# Mgmt For For
L. Rafael Reif# Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
TAKEDA PHARMACEUTICAL COMPANY LIMITED Agenda Number: 714243451
--------------------------------------------------------------------------------------------------------------------------
Security: J8129E108
Meeting Type: AGM
Meeting Date: 29-Jun-2021
Ticker:
ISIN: JP3463000004
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1 Approve Appropriation of Surplus Mgmt Against Against
2 Amend Articles to: Establish the Articles Mgmt For For
Related to Shareholders Meeting held
without specifying a venue
3.1 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Christophe
Weber
3.2 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Iwasaki,
Masato
3.3 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Andrew Plump
3.4 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Constantine
Saroukos
3.5 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Sakane,
Masahiro
3.6 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Olivier Bohuon
3.7 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Jean-Luc Butel
3.8 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Ian Clark
3.9 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Fujimori,
Yoshiaki
3.10 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Steven Gillis
3.11 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Kuniya, Shiro
3.12 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Shiga,
Toshiyuki
4 Appoint a Director who is Audit and Mgmt For For
Supervisory Committee Member Iijima, Masami
5 Approve Payment of Bonuses to Directors Mgmt For For
(Excluding Directors who are Audit and
Supervisory Committee Members)
--------------------------------------------------------------------------------------------------------------------------
TELENOR ASA Agenda Number: 714103049
--------------------------------------------------------------------------------------------------------------------------
Security: R21882106
Meeting Type: AGM
Meeting Date: 27-May-2021
Ticker:
ISIN: NO0010063308
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: Non-Voting
POWER OF ATTORNEY (POA) REQUIREMENTS VARY
BY CUSTODIAN. GLOBAL CUSTODIANS MAY HAVE A
POA IN PLACE WHICH WOULD ELIMINATE THE NEED
FOR THE INDIVIDUAL BENEFICIAL OWNER POA. IN
THE ABSENCE OF THIS ARRANGEMENT, AN
INDIVIDUAL BENEFICIAL OWNER POA MAY BE
REQUIRED. IF YOU HAVE ANY QUESTIONS PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE.
THANK YOU
CMMT SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT Non-Voting
NEED TO BE RE-REGISTERED IN THE BENEFICIAL
OWNERS NAME TO BE ALLOWED TO VOTE AT
MEETINGS. SHARES WILL BE TEMPORARILY
TRANSFERRED TO A SEPARATE ACCOUNT IN THE
BENEFICIAL OWNER'S NAME ON THE PROXY
DEADLINE AND TRANSFERRED BACK TO THE
OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE
MEETING
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1 OPEN MEETING Non-Voting
2 REGISTRATION OF ATTENDING SHAREHOLDERS AND Non-Voting
PROXIES
3 APPROVE NOTICE OF MEETING AND AGENDA Mgmt No vote
4 DESIGNATE INSPECTOR(S) OF MINUTES OF Non-Voting
MEETING
5 RECEIVE CHAIRMAN'S REPORT Non-Voting
6 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt No vote
REPORTS; APPROVE ALLOCATION OF INCOME AND
DIVIDENDS OF NOK 9 PER SHARE
7 APPROVE REMUNERATION OF AUDITORS Mgmt No vote
8 APPROVE COMPANY'S CORPORATE GOVERNANCE Mgmt No vote
STATEMENT
9 APPROVE REMUNERATION POLICY AND OTHER TERMS Mgmt No vote
OF EMPLOYMENT FOR EXECUTIVE MANAGEMENT
10 APPROVE EQUITY PLAN FINANCING Mgmt No vote
11.1 ELECT BJORN ERIK NAESS AS MEMBER OF Mgmt No vote
CORPORATE ASSEMBLY
11.2 ELECT JOHN GORDON BERNANDER AS MEMBER OF Mgmt No vote
CORPORATE ASSEMBLY
11.3 ELECT HEIDI FINSKAS AS MEMBER OF CORPORATE Mgmt No vote
ASSEMBLY
11.4 ELECT WIDAR SALBUVIK AS MEMBER OF CORPORATE Mgmt No vote
ASSEMBLY
11.5 ELECT SILVIJA SERES AS MEMBER OF CORPORATE Mgmt No vote
ASSEMBLY
11.6 ELECT LISBETH KARIN NAERO AS MEMBER OF Mgmt No vote
CORPORATE ASSEMBLY
11.7 ELECT TRINE SAETHER ROMULD AS MEMBER OF Mgmt No vote
CORPORATE ASSEMBLY
11.8 ELECT MARIANNE BERGMANN ROREN AS MEMBER OF Mgmt No vote
CORPORATE ASSEMBLY
11.9 ELECT MAALFRID BRATH AS MEMBER OF CORPORATE Mgmt No vote
ASSEMBLY
11.10 ELECT KJETIL HOUG AS MEMBER OF CORPORATE Mgmt No vote
ASSEMBLY
11.11 ELECT ELIN MYRMEL-JOHANSEN AS DEPUTY MEMBER Mgmt No vote
OF CORPORATE ASSEMBLY
11.12 ELECT RANDI MARJAMAA AS DEPUTY MEMBER OF Mgmt No vote
CORPORATE ASSEMBLY
11.13 ELECT LARS TRONSGAARD AS DEPUTY MEMBER OF Mgmt No vote
CORPORATE ASSEMBLY
12.1 ELECT JAN TORE FOSUND AS MEMBER OF Mgmt No vote
NOMINATING COMMITTEE
13 APPROVE REMUNERATION OF CORPORATE ASSEMBLY Mgmt No vote
AND NOMINATING COMMITTEE
14 CLOSE MEETING Non-Voting
CMMT 10 MAY 2021: 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT 10 MAY 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
TERUMO CORPORATION Agenda Number: 714243487
--------------------------------------------------------------------------------------------------------------------------
Security: J83173104
Meeting Type: AGM
Meeting Date: 22-Jun-2021
Ticker:
ISIN: JP3546800008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1 Approve Appropriation of Surplus Mgmt Against Against
2.1 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Mimura,
Takayoshi
2.2 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Sato, Shinjiro
2.3 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Takagi,
Toshiaki
2.4 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Hatano, Shoji
2.5 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Nishikawa, Kyo
2.6 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Kuroda, Yukiko
2.7 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Nishi,
Hidenori
2.8 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Ozawa, Keiya
3.1 Appoint a Director who is Audit and Mgmt Against Against
Supervisory Committee Member Shibazaki,
Takanori
3.2 Appoint a Director who is Audit and Mgmt For For
Supervisory Committee Member Nakamura,
Masaichi
3.3 Appoint a Director who is Audit and Mgmt For For
Supervisory Committee Member Uno, Soichiro
4 Appoint a Substitute Director who is Audit Mgmt For For
and Supervisory Committee Member Sakaguchi,
Koichi
--------------------------------------------------------------------------------------------------------------------------
UMICORE SA Agenda Number: 713736392
--------------------------------------------------------------------------------------------------------------------------
Security: B95505184
Meeting Type: MIX
Meeting Date: 29-Apr-2021
Ticker:
ISIN: BE0974320526
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) MAY BE REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
A.1 ANNUAL REPORT OF THE SUPERVISORY BOARD AND Non-Voting
REPORT OF THE STATUTORY AUDITOR ON THE
STATUTORY ANNUAL ACCOUNTS FOR THE FINANCIAL
YEAR ENDED ON 31 DECEMBER 2020
A.2 APPROVAL OF THE REMUNERATION REPORT Mgmt Against Against
A.3 APPROVAL OF THE STATUTORY ANNUAL ACCOUNTS Mgmt Against Against
FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER
2020 INCLUDING THE PROPOSED ALLOCATION OF
THE RESULT
A.4 APPROVAL OF THE GRANT OF AN IDENTICAL Mgmt For For
PROFIT PREMIUM TO UMICORE EMPLOYEES IN
BELGIUM
A.5 COMMUNICATION OF THE CONSOLIDATED ANNUAL Non-Voting
ACCOUNTS FOR THE FINANCIAL YEAR ENDED ON 31
DECEMBER 2020 AS WELL AS THE ANNUAL REPORT
OF THE SUPERVISORY BOARD AND THE STATUTORY
AUDITOR'S REPORT ON THOSE CONSOLIDATED
ANNUAL ACCOUNTS
A.6 DISCHARGE TO THE MEMBERS OF THE SUPERVISORY Mgmt Against Against
BOARD
A.7 DISCHARGE TO THE STATUTORY AUDITOR Mgmt Against Against
A.8.1 RE-ELECTING MR THOMAS LEYSEN AS MEMBER OF Mgmt For For
THE SUPERVISORY BOARD FOR A PERIOD OF THREE
YEARS EXPIRING AT THE END OF THE 2024
ORDINARY SHAREHOLDERS' MEETING
A.8.2 RE-ELECTING MR KOENRAAD DEBACKERE AS Mgmt For For
INDEPENDENT MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF THREE YEARS EXPIRING AT THE
END OF THE 2024 ORDINARY SHAREHOLDERS'
MEETING
A.8.3 RE-ELECTING MR MARK GARRETT AS INDEPENDENT Mgmt Against Against
MEMBER OF THE SUPERVISORY BOARD FOR A
PERIOD OF THREE YEARS EXPIRING AT THE END
OF THE 2024 ORDINARY SHAREHOLDERS' MEETING
A.8.4 RE-ELECTING MR ERIC MEURICE AS INDEPENDENT Mgmt For For
MEMBER OF THE SUPERVISORY BOARD FOR A
PERIOD OF THREE YEARS EXPIRING AT THE END
OF THE 2024 ORDINARY SHAREHOLDERS' MEETING
A.8.5 ELECTING MRS BIRGIT BEHRENDT AS NEW, Mgmt For For
INDEPENDENT MEMBER OF THE SUPERVISORY BOARD
FOR A PERIOD OF THREE YEARS EXPIRING AT THE
END OF THE 2024 ORDINARY SHAREHOLDERS
MEETING
A.9 REMUNERATION OF THE SUPERVISORY BOARD Mgmt For For
A.101 ELECTION OF A NEW STATUTORY AUDITOR AND Mgmt For For
REMUNERATION: ON MOTION BY THE SUPERVISORY
BOARD, ACTING UPON RECOMMENDATION OF THE
AUDIT COMMITTEE AND UPON NOMINATION BY THE
WORKS' COUNCIL, THE SHAREHOLDERS' MEETING
RESOLVES TO APPOINT A NEW STATUTORY
AUDITOR, EY BEDRIJFSREVISOREN BV / EY
REVISEURS D'ENTREPRISES SRL, WITH
REGISTERED OFFICE AT 1831 DIEGEM, DE
KLEETLAAN 2, FOR A DURATION OF THREE YEARS,
UP TO AND INCLUDING THE ORDINARY
SHAREHOLDERS' MEETING OF 2024. THE
STATUTORY AUDITOR SHALL BE ENTRUSTED WITH
THE AUDIT OF THE STATUTORY AND THE
CONSOLIDATED ANNUAL ACCOUNTS. FOR THE
INFORMATION OF THE SHAREHOLDERS' MEETING,
IT IS SPECIFIED THAT EY BEDRIJFSREVISOREN
BV / EY REVISEURS D'ENTREPRISES SRL HAS
APPOINTED MARNIX VAN DOOREN & CDECREE
BV/SRL, REPRESENTED BY MR MARNIX VAN
DOOREN, AND EEF NAESSENS BV/SRL,
REPRESENTED BY MRS EEF NAESSENS, AS ITS
PERMANENT REPRESENTATIVES
A.102 ELECTION OF A NEW STATUTORY AUDITOR AND Mgmt For For
REMUNERATION: THE SHAREHOLDERS' MEETING
RESOLVES TO FIX THE ANNUAL REMUNERATION OF
THE STATUTORY AUDITOR FOR THE FINANCIAL
YEARS 2021 THROUGH 2023 AT EUR 490,000.
THIS AMOUNT WILL BE ANNUALLY ADJUSTED BASED
ON THE EVOLUTION OF THE CONSUMER PRICE
INDEX (HEALTH INDEX)
B.1.1 APPROVAL OF CHANGE OF CONTROL PROVISIONS: Mgmt For For
APPROVING, IN ACCORDANCE WITH ARTICLE 7:151
OF THE CODE OF COMPANIES AND ASSOCIATIONS,
ARTICLE 4.3.A(3) OF THE FINANCE CONTRACT
DATED 10 JUNE 2020 BETWEEN UMICORE (AS
BORROWER) AND THE EUROPEAN INVESTMENT BANK
(AS LENDER), WHICH ENTITLES THE LATTER TO
CANCEL THE UNDISBURSED PORTION OF THE
CREDIT AND DEMAND PREPAYMENT OF THE LOAN
OUTSTANDING, TOGETHER WITH ACCRUED INTEREST
AND ALL OTHER AMOUNTS ACCRUED AND
OUTSTANDING UNDER THE FINANCE CONTRACT, IN
THE EVENT THAT A CHANGE-OF-CONTROL EVENT
OCCURS OR IS LIKELY TO OCCUR IN RESPECT OF
UMICORE
B.1.2 APPROVAL OF CHANGE OF CONTROL PROVISIONS: Mgmt For For
APPROVING, IN ACCORDANCE WITH ARTICLE 7:151
OF THE CODE OF COMPANIES AND ASSOCIATIONS,
CLAUSE 7.2 OF THE REVOLVING FACILITY
AGREEMENT DATED 11 JUNE 2020 BETWEEN
UMICORE (AS BORROWER) AND J.P. MORGAN AG
(AS LENDER), WHICH EXEMPTS THE LENDER FROM
FURTHER FUNDING (EXCEPT FOR A ROLLOVER
LOAN) AND ALSO, UNDER CERTAIN CONDITIONS,
ENTITLES IT TO CANCEL THE REVOLVING
FACILITY AND TO DECLARE ALL OUTSTANDING
LOANS, TOGETHER WITH ACCRUED INTEREST AND
ALL OTHER AMOUNTS ACCRUED, UNDER THE
REVOLVING CREDIT FACILITY IMMEDIATELY DUE
AND PAYABLE, IN THE EVENT THAT ANY PERSON
OR GROUP OF PERSONS ACTING IN CONCERT GAINS
CONTROL OVER UMICORE
B.1.3 APPROVAL OF CHANGE OF CONTROL PROVISIONS: Mgmt For For
APPROVING, IN ACCORDANCE WITH ARTICLE 7:151
OF THE CODE OF COMPANIES AND ASSOCIATIONS,
ALL CLAUSES IN THE TERMS AND CONDITIONS
(THE "CONDITIONS") OF THE CONVERTIBLE
BONDS, ISSUED BY THE COMPANY ON 15 JUNE
2020, MATURING ON 23 JUNE 2025 (ISIN
BE6322623669), WHICH COME INTO EFFECT AT
THE MOMENT A CHANGE OF CONTROL OVER UMICORE
OCCURS, INCLUDING, BUT NOT LIMITED TO,
CONDITIONS 5(B)(X) AND 6(D) AND WHICH
PROVIDE THAT, IF A CHANGE OF CONTROL OVER
THE COMPANY OCCURS, THE CONVERSION PRICE OF
THE CONVERTIBLE BONDS WILL BE ADJUSTED IN
PROPORTION TO THE ALREADY ELAPSED TIME
SINCE THE CLOSING DATE (I.E. 23 JUNE 2020)
AND THE BONDHOLDERS MAY REQUEST THE EARLY
REDEMPTION OF THEIR CONVERTIBLE BONDS AT
THEIR PRINCIPAL AMOUNT, TOGETHER WITH THE
ACCRUED AND UNPAID INTERESTS
CMMT 16 APR 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO CHANGE IN NUMBERING OF ALL
RESOLUTIONS AND DUE TO ADDITION OF COMMENT.
IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
CMMT 16 APR 2021: 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
--------------------------------------------------------------------------------------------------------------------------
UNILEVER NV Agenda Number: 713022844
--------------------------------------------------------------------------------------------------------------------------
Security: N8981F289
Meeting Type: EGM
Meeting Date: 21-Sep-2020
Ticker:
ISIN: NL0000388619
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
IS REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU.
1 TO AMEND NV'S ARTICLES OF ASSOCIATION IN Mgmt For For
CONNECTION WITH UNIFICATION
2 TO APPROVE UNIFICATION Mgmt For For
3 TO DISCHARGE EXECUTIVE DIRECTORS Mgmt For For
4 TO DISCHARGE NON-EXECUTIVE DIRECTORS Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
UNILEVER PLC Agenda Number: 713716972
--------------------------------------------------------------------------------------------------------------------------
Security: G92087165
Meeting Type: AGM
Meeting Date: 05-May-2021
Ticker:
ISIN: GB00B10RZP78
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS
2. APPROVE REMUNERATION REPORT Mgmt For For
3. APPROVE REMUNERATION POLICY Mgmt For For
4. APPROVE CLIMATE TRANSITION ACTION PLAN Mgmt For For
5. RE-ELECT NILS ANDERSEN AS DIRECTOR Mgmt For For
6. RE-ELECT LAURA CHA AS DIRECTOR Mgmt Against Against
7. RE-ELECT DR JUDITH HARTMANN AS DIRECTOR Mgmt For For
8. RE-ELECT ALAN JOPE AS DIRECTOR Mgmt For For
9. RE-ELECT ANDREA JUNG AS DIRECTOR Mgmt Against Against
10. RE-ELECT SUSAN KILSBY AS DIRECTOR Mgmt For For
11. RE-ELECT STRIVE MASIYIWA AS DIRECTOR Mgmt For For
12. RE-ELECT YOUNGME MOON AS DIRECTOR Mgmt For For
13. RE-ELECT GRAEME PITKETHLY AS DIRECTOR Mgmt For For
14. RE-ELECT JOHN RISHTON AS DIRECTOR Mgmt For For
15. RE-ELECT FEIKE SIJBESMA AS DIRECTOR Mgmt Against Against
16. REAPPOINT KPMG LLP AS AUDITORS Mgmt Against Against
17. AUTHORISE BOARD TO FIX REMUNERATION OF Mgmt Against Against
AUDITORS
18. AUTHORISE EU POLITICAL DONATIONS AND Mgmt Against Against
EXPENDITURE
19. APPROVE SHARES PLAN Mgmt For For
20. AUTHORISE ISSUE OF EQUITY Mgmt For For
21. AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS
22. AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS IN CONNECTION WITH AN
ACQUISITION OR OTHER CAPITAL INVESTMENT
23. AUTHORISE MARKET PURCHASE OF ORDINARY Mgmt For For
SHARES
24. AUTHORISE THE COMPANY TO CALL GENERAL Mgmt Against Against
MEETING WITH TWO WEEKS' NOTICE
25. ADOPT NEW ARTICLES OF ASSOCIATION Mgmt For For
26. APPROVE REDUCTION OF THE SHARE PREMIUM Mgmt For For
ACCOUNT
CMMT 23 APR 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO DUE CHANGE IN NUMBERING FOR
ALL RESOLUTIONS. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
VALEO SA Agenda Number: 713755897
--------------------------------------------------------------------------------------------------------------------------
Security: F96221340
Meeting Type: MIX
Meeting Date: 26-May-2021
Ticker:
ISIN: FR0013176526
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN.
CMMT 01 APR 2021: 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU AND PLEASE NOTE THAT
SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT
THIS MEETING. IF NO SHAREHOLDER DETAILS ARE
PROVIDED, YOUR INSTRUCTION MAY CARRY A
HEIGHTENED RISK OF BEING REJECTED. THANK
YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
CMMT 30 APR 2021: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/balo/d
ocument/202103312100730-39 AND
https://www.journal-officiel.gouv.fr/balo/d
ocument/202104302101271-52 AND PLEASE NOTE
THAT THIS IS A REVISION DUE TO ADDITION OF
COMMENT AND DUE TO CHANGE IN NUMBERING OF
ALL RESOLUTIONS AND DUE TO RECEIPT OF
UPDATED BALO LINK. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
1 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2020
2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2020
3 ALLOCATION OF INCOME FOR THE FINANCIAL YEAR Mgmt Against Against
ENDED 31 DECEMBER 2020 AND SETTING OF THE
DIVIDEND
4 APPROVAL OF THE AGREEMENTS AND COMMITMENTS Mgmt For For
SUBJECT TO THE PROVISIONS OF ARTICLES
L.225-38 AND FOLLOWING OF THE FRENCH
COMMERCIAL CODE
5 RENEWAL OF THE TERM OF OFFICE OF CAROLINE Mgmt Against Against
MAURY DEVINE AS DIRECTOR
6 RENEWAL OF THE TERM OF OFFICE OF Mgmt For For
MARI-NOELLE JEGO-LAVEISSIERE AS DIRECTOR
7 RENEWAL OF THE TERM OF OFFICE OF VERONIQUE Mgmt Against Against
WEILL AS DIRECTOR
8 APPOINTMENT OF CHRISTOPHE PERILLAT AS Mgmt For For
DIRECTOR
9 APPROVAL OF THE INFORMATION RELATING TO THE Mgmt For For
COMPENSATION PAID DURING OR AWARDED FOR THE
FINANCIAL YEAR ENDED 31 DECEMBER 2020 TO
THE CORPORATE OFFICERS
10 APPROVAL OF THE COMPENSATION ELEMENTS PAID Mgmt For For
DURING OR AWARDED FOR THE FINANCIAL YEAR
ENDED 31 DECEMBER 2020 TO JACQUES
ASCHENBROICH, CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
11 APPROVAL OF THE COMPENSATION POLICY FOR Mgmt For For
DIRECTORS
12 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO THE CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
13 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO CHRISTOPHE PERILLAT, DEPUTY
CHIEF EXECUTIVE OFFICER
14 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO THE CHIEF EXECUTIVE OFFICER
IN ANTICIPATION OF THE SEPARATION OF DUTIES
15 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO THE CHAIRMAN OF THE BOARD OF
DIRECTORS IN ANTICIPATION OF THE SEPARATION
OF DUTIES
16 AUTHORISATION TO BE GRANTED TO THE BOARD OF Mgmt Against Against
DIRECTORS IN ORDER TO TRADE IN THE
COMPANY'S SHARES, NOT TO BE USED DURING A
PUBLIC OFFERING PERIOD
17 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS IN ORDER TO DECIDE
ON THE ISSUE OF SHARES AND/OR TRANSFERABLE
SECURITIES GRANTING ACCESS, IMMEDIATELY OR
IN THE FUTURE, TO THE CAPITAL OF THE
COMPANY OR OF A SUBSIDIARY, WITH RETENTION
OF THE SHAREHOLDERS' PRE-EMPTIVE
SUBSCRIPTION RIGHT, NOT USABLE DURING A
PUBLIC OFFER
18 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO DECIDE ON THE ISSUE
OF SHARES AND/OR TRANSFERABLE SECURITIES
GRANTING ACCESS, IMMEDIATELY OR IN THE
FUTURE, TO THE CAPITAL OF THE COMPANY OR OF
A SUBSIDIARY BY WAY OF PUBLIC OFFERING
(OTHER THAN THOSE REFERRED TO IN ARTICLE
L.411-2 OF THE FRENCH MONETARY AND
FINANCIAL CODE), WITH CANCELLATION OF THE
SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION
RIGHT, WITH POSSIBLE USE IN ORDER TO
COMPENSATE SECURITIES CONTRIBUTED TO THE
COMPANY IN THE CONTEXT OF A PUBLIC EXCHANGE
OFFER INITIATED BY THE COMPANY, NOT USABLE
DURING A PUBLIC OFFER PERIOD
19 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS IN ORDER TO DECIDE
ON THE ISSUE OF SHARES AND/OR TRANSFERABLE
SECURITIES GRANTING ACCESS, IMMEDIATELY OR
IN THE FUTURE, TO THE CAPITAL OF THE
COMPANY OR OF A SUBSIDIARY BY WAY OF A
PUBLIC OFFERING AS REFERRED TO IN ARTICLE
L.411-2 1DECREE OF THE FRENCH MONETARY AND
FINANCIAL CODE, WITH CANCELLATION OF THE
SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION
RIGHT, WHICH MAY NOT BE USED DURING A
PUBLIC OFFERING
20 AUTHORISATION GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS, IN THE EVENT OF AN ISSUE WITH
CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT, TO SET THE ISSUE PRICE
IN ACCORDANCE WITH THE TERMS AND CONDITIONS
DETERMINED BY THE GENERAL MEETING, WITHIN
THE LIMIT OF 10% OF THE SHARE CAPITAL PER
12-MONTH PERIOD, WHICH MAY NOT BE USED
DURING A PUBLIC OFFERING PERIOD
21 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS IN ORDER TO INCREASE
THE NUMBER OF SECURITIES TO BE ISSUED IN
THE EVENT OF AN ISSUE WITH RETENTION OR
CANCELLATION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHTS IN THE
CONTEXT OF OVER-ALLOCATION OPTIONS IN THE
EVENT OF DEMAND EXCEEDING THE NUMBER OF
SECURITIES OFFERED, WHICH MAY NOT BE USED
DURING A PUBLIC OFFER PERIOD
22 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS IN ORDER TO DECIDE
TO INCREASE THE SHARE CAPITAL BY
CAPITALISATION OF PREMIUMS, RESERVES,
PROFITS OR OTHER AMOUNTS WHOSE
CAPITALISATION WOULD BE ALLOWED, NOT USABLE
DURING THE PERIOD OF A PUBLIC OFFER
23 DELEGATION OF POWERS TO BE GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS IN ORDER TO PROCEED WITH
THE ISSUE OF SHARES AND/OR TRANSFERABLE
SECURITIES GRANTING ACCESS, IMMEDIATELY OR
IN THE FUTURE, TO THE COMPANY'S CAPITAL
WITH A VIEW TO COMPENSATE FOR CONTRIBUTIONS
IN KIND GRANTED TO THE COMPANY, WITHOUT
PRE-EMPTIVE SUBSCRIPTION RIGHTS, WHICH MAY
NOT BE USED DURING THE PERIOD OF A PUBLIC
OFFER
24 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS IN ORDER TO DECIDE
ON THE ISSUE OF SHARES AND/OR TRANSFERABLE
SECURITIES GRANTING ACCESS, IMMEDIATELY OR
IN THE FUTURE, TO THE COMPANY'S CAPITAL
RESERVED FOR MEMBERS OF SAVINGS PLANS, WITH
CANCELLATION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT, NOT USABLE
DURING A PERIOD OF PUBLIC OFFERING
25 AUTHORISATION TO BE GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO PROCEED WITH FREE
ALLOCATIONS OF EXISTING SHARES OR SHARES TO
BE ISSUED IN FAVOUR OF EMPLOYEES AND
CORPORATE OFFICERS OF THE GROUP OR SOME OF
THEM, ENTAILING THE WAIVER BY THE
SHAREHOLDERS OF THEIR PRE-EMPTIVE
SUBSCRIPTION RIGHTS
26 AUTHORISATION TO BE GRANTED TO THE BOARD OF Mgmt Against Against
DIRECTORS IN ORDER TO REDUCE THE SHARE
CAPITAL BY CANCELLING TREASURY SHARES
27 POWERS TO CARRY OUT FORMALITIES Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
VESTAS WIND SYSTEMS A/S Agenda Number: 713663208
--------------------------------------------------------------------------------------------------------------------------
Security: K9773J128
Meeting Type: AGM
Meeting Date: 08-Apr-2021
Ticker:
ISIN: DK0010268606
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IN THE MAJORITY OF MEETINGS THE VOTES ARE Non-Voting
CAST WITH THE REGISTRAR WHO WILL FOLLOW
CLIENT INSTRUCTIONS. IN A SMALL PERCENTAGE
OF MEETINGS THERE IS NO REGISTRAR AND
CLIENTS VOTES MAY BE CAST BY THE CHAIRMAN
OF THE BOARD OR A BOARD MEMBER AS PROXY.
CLIENTS CAN ONLY EXPECT THEM TO ACCEPT
PRO-MANAGEMENT VOTES. THE ONLY WAY TO
GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES
ARE REPRESENTED AT THE MEETING IS TO SEND
YOUR OWN REPRESENTATIVE OR ATTEND THE
MEETING IN PERSON. THE SUB CUSTODIAN BANKS
OFFER REPRESENTATION SERVICES FOR AN ADDED
FEE IF REQUESTED. THANK YOU
CMMT PLEASE BE ADVISED THAT SPLIT AND PARTIAL Non-Voting
VOTING IS NOT AUTHORISED FOR A BENEFICIAL
OWNER IN THE DANISH MARKET. PLEASE CONTACT
YOUR GLOBAL CUSTODIAN FOR FURTHER
INFORMATION.
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
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 SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR
RESOLUTION NUMBERS 6.A TO 6.H AND 7. THANK
YOU
1 THE BOARD OF DIRECTORS' REPORT Non-Voting
2 PRESENTATION AND ADOPTION OF THE ANNUAL Mgmt For For
REPORT
3 RESOLUTION FOR THE ALLOCATION OF THE RESULT Mgmt For For
OF THE YEAR: DKK 8.45 PER SHARE
4 PRESENTATION AND ADVISORY VOTE ON THE Mgmt Against Against
REMUNERATION REPORT
5 APPROVAL OF THE BOARD OF DIRECTORS' Mgmt For For
REMUNERATION
6.a RE-ELECTION OF ANDERS RUNEVAD AS A MEMBER Mgmt Abstain Against
TO THE BOARD OF DIRECTORS
6.b RE-ELECTION OF BERT NORDBERG AS A MEMBER TO Mgmt For For
THE BOARD OF DIRECTORS
6.c RE-ELECTION OF BRUCE GRANT AS A MEMBER TO Mgmt For For
THE BOARD OF DIRECTORS
6.d RE-ELECTION OF EVA MERETE SOFELDE BERNEKE Mgmt Abstain Against
AS A MEMBER TO THE BOARD OF DIRECTORS
6.e RE-ELECTION OF HELLE THORNING-SCHMIDT AS A Mgmt Abstain Against
MEMBER TO THE BOARD OF DIRECTORS
6.f RE-ELECTION OF KARL-HENRIK SUNDSTROM AS A Mgmt For For
MEMBER TO THE BOARD OF DIRECTORS
6.g RE-ELECTION OF LARS JOSEFSSON AS A MEMBER Mgmt For For
TO THE BOARD OF DIRECTORS
6.h ELECTION OF KENTARO HOSOMI AS A MEMBER TO Mgmt For For
THE BOARD OF DIRECTORS
7 RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt Abstain Against
STATSAUTORISERET REVISIONSPARTNERSELSKAB AS
AUDITOR
8.1 PROPOSAL FROM THE BOARD OF DIRECTORS: Mgmt Against Against
AMENDMENT OF THE COMPANY'S REMUNERATION
POLICY: AMENDMENTS TO THE REMUNERATION
POLICY CONCERNING THE VARIABLE REMUNERATION
TO THE EXECUTIVE MANAGEMENT, IN SECTION 3.1
"ANNUAL FIXED SALARY" AND SECTION 3.4
"VARIABLE COMPONENTS" TO SIMPLIFY THE
LONG-TERM INCENTIVE PROGRAMMES
8.2 PROPOSAL FROM THE BOARD OF DIRECTORS: Mgmt For For
AMENDMENT OF THE DENOMINATION OF SHARES:
AMENDMENT OF ARTICLES 2(1), 3, AND 6(1) OF
THE ARTICLES OF ASSOCIATION. THE
DENOMINATION PER SHARE BE CHANGED FROM DKK
1.00 TO DKK 0.01 OR MULTIPLES THEREOF,
ENTAILING THAT THE BOARD OF DIRECTORS MAY
AT A LATER STAGE UNDERTAKE A SHARE SPLIT
8.3 PROPOSAL FROM THE BOARD OF DIRECTORS: Mgmt For For
RENEWAL AND AMENDMENT OF THE AUTHORISATIONS
TO INCREASE THE SHARE CAPITAL: AMENDMENT OF
ARTICLE 3 OF THE ARTICLES OF ASSOCIATION.
AUTHORISATIONS TO INCREASE THE COMPANY'S
SHARE CAPITAL IS RENEWED SO THEY ARE VALID
UNTIL 1 APRIL 2026 WITH A MAXIMUM ISSUANCE
OF DKK 20,197,345
8.4 PROPOSAL FROM THE BOARD OF DIRECTORS: Mgmt For For
AUTHORISATION TO HOLD GENERAL MEETINGS
ELECTRONICALLY: NEW ARTICLE 4(3) OF THE
ARTICLES OF ASSOCIATION TO CREATE THE
GREATEST POSSIBLE FLEXIBILITY FOR THE
COMPANY WHEN PREPARING AND HOLDING GENERAL
MEETINGS AND IN ACCORDANCE WITH SECTION
77(2) OF THE DANISH COMPANIES ACT
8.5 PROPOSAL FROM THE BOARD OF DIRECTORS: Mgmt For For
RESOLUTION TO GRANT AUTHORISATION TO ADOPT
ELECTRONIC COMMUNICATION: NEW ARTICLE 13 OF
THE ARTICLES OF ASSOCIATION TO CREATE THE
GREATEST POSSIBLE FLEXIBILITY FOR THE
COMPANY IN THE FUTURE IN TERMS OF
COMMUNICATING WITH ITS SHAREHOLDERS IN
ACCORDANCE WITH SECTION 92 OF THE DANISH
COMPANIES ACT
8.6 PROPOSAL FROM THE BOARD OF DIRECTORS: Mgmt Against Against
AUTHORISATION TO THE BOARD OF DIRECTORS TO
DISTRIBUTE EXTRAORDINARY DIVIDEND: TO
CREATE THE GREATEST POSSIBLE FLEXIBILITY
FOR PAYING OUT DIVIDENDS BY THE COMPANY
8.7 PROPOSAL FROM THE BOARD OF DIRECTORS: Mgmt Against Against
RENEWAL OF THE AUTHORISATION TO ACQUIRE
TREASURY SHARES: AUTHORISATION TO ACQUIRE
TREASURY SHARES ON AN ONGOING BASIS UNTIL
31 DECEMBER 2022
9 AUTHORISATION OF THE CHAIRMAN OF THE Mgmt For For
GENERAL MEETING: THE BOARD OF DIRECTORS
PROPOSES THAT THE GENERAL MEETING
AUTHORISES THE CHAIRMAN OF THE GENERAL
MEETING (WITH A RIGHT OF SUBSTITUTION) TO
FILE AND REGISTER THE ADOPTED RESOLUTIONS
WITH THE DANISH BUSINESS AUTHORITY AND TO
MAKE SUCH AMENDMENTS TO THE DOCUMENTS FILED
WITH THE DANISH BUSINESS AUTHORITY, AS THE
DANISH BUSINESS AUTHORITY MAY REQUEST OR
FIND APPROPRIATE IN CONNECTION WITH THE
REGISTRATION OF THE ADOPTED RESOLUTIONS
10 ANY OTHER BUSINESS Non-Voting
CMMT 22 MAR 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO DUE CHANGE IN NUMBERING FOR
RESOLUTIONS 6 AND 3. IF YOU HAVE ALREADY
SENT IN YOUR VOTES TO MID 529134, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
WEST JAPAN RAILWAY COMPANY Agenda Number: 714183415
--------------------------------------------------------------------------------------------------------------------------
Security: J95094108
Meeting Type: AGM
Meeting Date: 23-Jun-2021
Ticker:
ISIN: JP3659000008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1 Approve Appropriation of Surplus Mgmt Against Against
2.1 Appoint a Director Hasegawa, Kazuaki Mgmt For For
2.2 Appoint a Director Saito, Norihiko Mgmt For For
2.3 Appoint a Director Miyahara, Hideo Mgmt For For
2.4 Appoint a Director Takagi, Hikaru Mgmt For For
2.5 Appoint a Director Tsutsui, Yoshinobu Mgmt For For
2.6 Appoint a Director Nozaki, Haruko Mgmt For For
2.7 Appoint a Director Ogata, Fumito Mgmt For For
2.8 Appoint a Director Sugioka, Atsushi Mgmt For For
2.9 Appoint a Director Kurasaka, Shoji Mgmt For For
2.10 Appoint a Director Nakamura, Keijiro Mgmt For For
2.11 Appoint a Director Kawai, Tadashi Mgmt For For
2.12 Appoint a Director Nakanishi, Yutaka Mgmt For For
2.13 Appoint a Director Tsubone, Eiji Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
WORLDLINE SA Agenda Number: 713932449
--------------------------------------------------------------------------------------------------------------------------
Security: F9867T103
Meeting Type: MIX
Meeting Date: 20-May-2021
Ticker:
ISIN: FR0011981968
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting
DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE
AT THIS MEETING, YOU (OR YOUR CUSTODIAN)
WILL BE REQUIRED TO INSTRUCT A TRANSFER OF
THE RELEVANT CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIS WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIS WILL BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR 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 CUSTODIAN
DIRECTLY FOR FURTHER INFORMATION ON THE
CUSTODY PROCESS AND WHETHER OR NOT THEY
REQUIRE SEPARATE INSTRUCTIONS FROM YOU.
1 APPROVAL OF THE COMPANY FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDING
DECEMBER 31, 2020
2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDING
DECEMBER 31, 2020
3 ALLOCATION OF THE NET INCOME FOR THE Mgmt For For
FINANCIAL YEAR ENDING DECEMBER 31, 2020
4 APPROVAL OF THE AGREEMENTS ENTERED INTO Mgmt For For
BETWEEN WORLDLINE AND SIX GROUP AG - SECOND
SETTLEMENT AGREEMENT AND LOCK-UP AGREEMENT
- AS REFERRED TO IN ARTICLE L.225-38 OF THE
FRENCH COMMERCIAL CODE
5 APPROVAL OF THE AMENDMENT TO THE BUSINESS Mgmt For For
COMBINATION AGREEMENT ENTERED INTO BETWEEN
WORLDLINE AND DEUTSCHER SPARKASSEN VERLAG
GMBH (DSV) AS REFERRED TO IN ARTICLE
L.225-38 OF THE FRENCH COMMERCIAL CODE
6 RENEWAL OF MS. AGNES AUDIER AS DIRECTOR Mgmt For For
7 RENEWAL OF MS. NAZAN SOMER OZELGIN AS Mgmt For For
DIRECTOR
8 RENEWAL OF MS. DANIELLE LAGARDE AS DIRECTOR Mgmt Against Against
9 RENEWAL OF MR. LORENZ VON HABSBURG Mgmt Against Against
LOTHRINGEN AS DIRECTOR
10 RENEWAL OF MR. DANIEL SCHMUCKI AS DIRECTOR Mgmt For For
11 RENEWAL OF MR. JOHANNES DIJSSELHOF AS Mgmt Against Against
CENSOR
12 APPROVAL OF THE INFORMATION ON CORPORATE Mgmt Against Against
OFFICERS' COMPENSATION REFERRED TO IN I OF
ARTICLE L.22-10-9 OF THE FRENCH COMMERCIAL
CODE RELATED TO THE COMPENSATION PAID
DURING THE FINANCIAL YEAR ENDING DECEMBER
31, 2020 OR AWARDED FOR THE SAME TO THE
CORPORATE OFFICERS
13 APPROVAL OF THE ELEMENTS OF COMPENSATION Mgmt Against Against
AND BENEFITS PAID FOR THE FINANCIAL YEAR
ENDING DECEMBER 31, 2020 OR AWARDED FOR THE
SAME TO MR. GILLES GRAPINET, CHIEF
EXECUTIVE OFFICER
14 APPROVAL OF THE ELEMENTS OF COMPENSATION Mgmt Against Against
AND BENEFITS PAID FOR THE FINANCIAL YEAR
ENDING DECEMBER 31, 2019 OR AWARDED FOR THE
SAME TO MR. MARC-HENRI DESPORTES, DEPUTY
CHIEF EXECUTIVE OFFICER
15 APPROVAL OF THE 2021 COMPENSATION POLICY Mgmt Against Against
APPLICABLE TO THE CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
16 APPROVAL OF THE 2021 COMPENSATION POLICY Mgmt Against Against
APPLICABLE TO THE DEPUTY CHIEF EXECUTIVE
OFFICER
17 APPROVAL OF THE 2021 COMPENSATION POLICY Mgmt For For
APPLICABLE TO THE CHAIRMAN OF THE BOARD OF
DIRECTORS
18 APPROVAL OF THE 2021 COMPENSATION POLICY Mgmt For For
APPLICABLE TO NON-EXECUTIVE DIRECTORS
19 AUTHORIZATION TO THE BOARD OF DIRECTORS FOR Mgmt For For
THE PURPOSE OF PURCHASING, HOLDING OR
TRANSFERRING SHARES OF THE COMPANY
20 DELEGATION TO THE BOARD OF DIRECTORS OF Mgmt For For
AUTHORITY TO DECIDE THE ISSUE OF SHARES
AND/OR SECURITIES GIVING ACCESS TO SHARE
CAPITAL AND/OR SECURITIES CARRYING A RIGHT
TO THE ALLOCATION OF DEBT INSTRUMENTS -
WHILE MAINTAINING PREFERENTIAL SUBSCRIPTION
RIGHTS
21 DELEGATION TO THE BOARD OF DIRECTORS OF Mgmt For For
AUTHORITY TO DECIDE THE ISSUE OF SHARES
AND/OR SECURITIES GIVING ACCESS TO SHARE
CAPITAL AND/OR SECURITIES CARRYING A RIGHT
TO THE ALLOCATION OF DEBT INSTRUMENT
THROUGH PUBLIC OFFERINGS, WITHOUT
PREFERENTIAL SUBSCRIPTION RIGHTS,
CONFERRING ON THE SHAREHOLDERS A PRIORITY
SUBSCRIPTION
22 DELEGATION TO THE BOARD OF DIRECTORS OF Mgmt For For
AUTHORITY TO DECIDE THE ISSUE OF SHARES
AND/OR SECURITIES GIVING ACCESS TO SHARE
CAPITAL AND/OR SECURITIES CARRYING A RIGHT
TO THE ALLOCATION OF DEBT SECURITIES
THROUGH PUBLIC OFFERINGS MENTIONED IN
ARTICLE L.411-2 II OF THE FRENCH MONETARY
AND FINANCIAL CODE, WITHOUT PREFERENTIAL
SUBSCRIPTION RIGHTS
23 DELEGATION TO THE BOARD OF DIRECTORS OF Mgmt For For
AUTHORITY TO INCREASE THE NUMBER OF
SECURITIES TO BE ISSUED IN CONNECTION WITH
A SHARE CAPITAL INCREASE WITH OR WITHOUT
PREFERENTIAL SUBSCRIPTION RIGHTS
24 DELEGATION TO THE BOARD OF DIRECTORS OF Mgmt For For
AUTHORITY TO DECIDE THE ISSUE OF SHARES OR
SECURITIES GIVING ACCESS TO THE SHARE
CAPITAL IN CONSIDERATION FOR CONTRIBUTIONS
IN KIND RELATING TO EQUITY SECURITIES OR
SECURITIES GIVING ACCESS TO THE CAPITAL
(OTHER THAN PUBLIC EXCHANGE OFFERINGS)
25 DELEGATION TO THE BOARD OF DIRECTORS OF Mgmt For For
AUTHORITY TO DECIDE THE ISSUE OF SHARES,
WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS,
RESERVED FOR PEOPLE WITH CERTAIN
CHARACTERISTICS
26 DELEGATION TO THE BOARD OF DIRECTORS OF Mgmt For For
AUTHORITY TO INCREASE THE SHARE CAPITAL OF
THE COMPANY WITH CANCELATION OF THE
SHAREHOLDER'S PREFERENTIAL SUBSCRIPTION
RIGHTS TO THE BENEFIT OF MEMBERS OF A
COMPANY OR GROUP SAVINGS PLAN AS EMPLOYEES
AND/OR EXECUTIVE OFFICERS OF THE COMPANY
AND ITS AFFILIATED COMPANIES
27 DELEGATION OF POWER TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE THE COMPANY'S SHARE
CAPITAL, WITH CANCELATION OF THE
PREFERENTIAL SUBSCRIPTION RIGHT FOR THE
BENEFIT OF A CATEGORY OF BENEFICIARIES
CONSISTING OF EMPLOYEES AND/OR CORPORATE
OFFICERS OF THE COMPANY'S FOREIGN
SUBSIDIARIES, WITHIN THE MEANING OF ARTICLE
L. 233-15 OF THE FRENCH COMMERCIAL CODE, IN
THE CONTEXT OF AN EMPLOYEE SHAREHOLDING
PLAN
28 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt Against Against
GRANT OPTIONS TO SUBSCRIBE FOR OR TO
PURCHASE SHARES TO THE EMPLOYEES AND/OR
CORPORATE OFFICERS OF THE COMPANY AND/OR
ITS AFFILIATED COMPANIES
29 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt For For
GRANT FREE PERFORMANCE SHARES TO THE
EMPLOYEES AND CORPORATE OFFICERS OF THE
COMPANY AND/OR ITS AFFILIATED COMPANIES
30 APPROVAL OF THE DRAFT CONTRIBUTION Mgmt For For
AGREEMENT SUBJECT TO THE REGIME GOVERNING
SPIN-OFFS BY THE COMPANY OF ITS OPERATIONAL
AND COMMERCIAL ACTIVITIES, AND THE RELATED
SUPPORT FUNCTIONS, FOR THE BENEFIT OF
WORLDLINE FRANCE SAS, A WHOLLY OWNED
SUBSIDIARY OF THE COMPANY; APPROVAL OF THE
CONTRIBUTION, ITS VALUATION, AND ITS
CONSIDERATION
31 POWERS Mgmt For For
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 03 MAY 2021: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/balo/d
ocument/202104142100865-45 AND
https://www.journal-officiel.gouv.fr/balo/d
ocument/202105032101233-53 AND PLEASE NOTE
THAT THIS IS A REVISION DUE TO RECEIPT OF
UPDATED BALO LINK. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
Mirova U.S. Sustainable Equity Fund
--------------------------------------------------------------------------------------------------------------------------
ADOBE INC Agenda Number: 935343412
--------------------------------------------------------------------------------------------------------------------------
Security: 00724F101
Meeting Type: Annual
Meeting Date: 20-Apr-2021
Ticker: ADBE
ISIN: US00724F1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director for a term of one Mgmt Against Against
year: Amy Banse
1B. Election of Director for a term of one Mgmt For For
year: Melanie Boulden
1C. Election of Director for a term of one Mgmt Against Against
year: Frank Calderoni
1D. Election of Director for a term of one Mgmt For For
year: James Daley
1E. Election of Director for a term of one Mgmt Against Against
year: Laura Desmond
1F. Election of Director for a term of one Mgmt For For
year: Shantanu Narayen
1G. Election of Director for a term of one Mgmt Against Against
year: Kathleen Oberg
1H. Election of Director for a term of one Mgmt For For
year: Dheeraj Pandey
1I. Election of Director for a term of one Mgmt Against Against
year: David Ricks
1J. Election of Director for a term of one Mgmt For For
year: Daniel Rosensweig
1K. Election of Director for a term of one Mgmt For For
year: John Warnock
2. Approve the Adobe Inc. 2019 Equity Mgmt Against Against
Incentive Plan, as amended, to increase the
available share reserve by 6 million
shares.
3. Ratify the appointment of KPMG LLP as our Mgmt Against Against
independent registered public accounting
firm for our fiscal year ending on December
3, 2021.
4. Approve, on an advisory basis, the Mgmt Against Against
compensation of our named executive
officers.
--------------------------------------------------------------------------------------------------------------------------
ALPHABET INC. Agenda Number: 935406264
--------------------------------------------------------------------------------------------------------------------------
Security: 02079K305
Meeting Type: Annual
Meeting Date: 02-Jun-2021
Ticker: GOOGL
ISIN: US02079K3059
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Larry Page Mgmt For For
1B. Election of Director: Sergey Brin Mgmt For For
1C. Election of Director: Sundar Pichai Mgmt For For
1D. Election of Director: John L. Hennessy Mgmt For For
1E. Election of Director: Frances H. Arnold Mgmt Against Against
1F. Election of Director: L. John Doerr Mgmt Against Against
1G. Election of Director: Roger W. Ferguson Jr. Mgmt For For
1H. Election of Director: Ann Mather Mgmt Against Against
1I. Election of Director: Alan R. Mulally Mgmt For For
1J. Election of Director: K. Ram Shriram Mgmt Against Against
1K. Election of Director: Robin L. Washington Mgmt Against Against
2. Ratification of the appointment of Ernst & Mgmt Against Against
Young LLP as Alphabet's independent
registered public accounting firm for the
fiscal year ending December 31, 2021.
3. Approval of Alphabet's 2021 Stock Plan. Mgmt Against Against
4. A stockholder proposal regarding equal Shr For Against
shareholder voting, if properly presented
at the meeting.
5. A stockholder proposal regarding the Shr For Against
nomination of human rights and/or civil
rights expert to the board, if properly
presented at the meeting.
6. A stockholder proposal regarding a report Shr For Against
on sustainability metrics, if properly
presented at the meeting.
7. A stockholder proposal regarding a report Shr For Against
on takedown requests, if properly presented
at the meeting.
8. A stockholder proposal regarding a report Shr For Against
on whistleblower policies and practices, if
properly presented at the meeting.
9. A stockholder proposal regarding a report Shr For Against
on charitable contributions, if properly
presented at the meeting.
10. A stockholder proposal regarding a report Shr For Against
on risks related to anticompetitive
practices, if properly presented at the
meeting.
11. A stockholder proposal regarding a Shr For Against
transition to a public benefit corporation,
if properly presented at the meeting.
--------------------------------------------------------------------------------------------------------------------------
AMERICAN WATER WORKS COMPANY, INC. Agenda Number: 935369074
--------------------------------------------------------------------------------------------------------------------------
Security: 030420103
Meeting Type: Annual
Meeting Date: 12-May-2021
Ticker: AWK
ISIN: US0304201033
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Jeffrey N. Edwards Mgmt Against Against
1B. Election of Director: Martha Clark Goss Mgmt Against Against
1C. Election of Director: Veronica M. Hagen Mgmt Against Against
1D. Election of Director: Kimberly J. Harris Mgmt Against Against
1E. Election of Director: Julia L. Johnson Mgmt Against Against
1F. Election of Director: Patricia L. Kampling Mgmt Against Against
1G. Election of Director: Karl F. Kurz Mgmt For For
1H. Election of Director: Walter J. Lynch Mgmt For For
1I. Election of Director: George MacKenzie Mgmt Against Against
1J. Election of Director: James G. Stavridis Mgmt Against Against
1K. Election of Director: Lloyd M. Yates Mgmt Against Against
2. Approval, on an advisory basis, of the Mgmt Against Against
compensation of the Company's named
executive officers.
3. Ratification of the appointment, by the Mgmt Against Against
Audit, Finance and Risk Committee of the
Board of Directors, of
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for 2021.
--------------------------------------------------------------------------------------------------------------------------
APTIV PLC Agenda Number: 935344349
--------------------------------------------------------------------------------------------------------------------------
Security: G6095L109
Meeting Type: Annual
Meeting Date: 30-Apr-2021
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 Against Against
1D. Election of Director: Nicholas M. Donofrio Mgmt Against Against
1E. Election of Director: Rajiv L. Gupta Mgmt For For
1F. Election of Director: Joseph L. Hooley Mgmt For For
1G. Election of Director: Merit E. Janow Mgmt For For
1H. Election of Director: Sean O. Mahoney Mgmt Against Against
1I. Election of Director: Paul M. Meister Mgmt Against Against
1J. Election of Director: Robert K. Ortberg Mgmt For For
1K. Election of Director: Colin J. Parris Mgmt Against Against
1L. Election of Director: Ana G. Pinczuk Mgmt Against Against
2. Proposal to re-appoint auditors, ratify Mgmt Against Against
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.
--------------------------------------------------------------------------------------------------------------------------
BALL CORPORATION Agenda Number: 935351445
--------------------------------------------------------------------------------------------------------------------------
Security: 058498106
Meeting Type: Annual
Meeting Date: 28-Apr-2021
Ticker: BLL
ISIN: US0584981064
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
John A. Bryant Mgmt Withheld Against
Michael J. Cave Mgmt For For
Daniel W. Fisher Mgmt For For
Pedro H. Mariani Mgmt For For
2. To ratify the appointment of Mgmt Against Against
PricewaterhouseCoopers LLP as the
independent registered public accounting
firm for the Corporation for 2021.
3. To approve, by non-binding vote, the Mgmt Against Against
compensation paid to the named executive
officers.
--------------------------------------------------------------------------------------------------------------------------
BRIGHT HORIZONS FAMILY SOLUTIONS INC. Agenda Number: 935424818
--------------------------------------------------------------------------------------------------------------------------
Security: 109194100
Meeting Type: Annual
Meeting Date: 24-Jun-2021
Ticker: BFAM
ISIN: US1091941005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Class II Director for a term of Mgmt Against Against
three years: Julie Atkinson
1B. Election of Class II Director for a term of Mgmt Against Against
three years: Jordan Hitch
1C. Election of Class II Director for a term of Mgmt Against Against
three years: Laurel J. Richie
1D. Election of Class II Director for a term of Mgmt For For
three years: Mary Ann Tocio
2. To approve, on an advisory basis, the Mgmt Against Against
compensation paid by the Company to its
Named Executive Officers.
3. To approve, on an advisory basis, the Mgmt 1 Year For
frequency of future advisory votes to
approve the compensation paid by the
Company to its Named Executive Officers.
4. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as the independent registered
public accounting firm of the Company for
the fiscal year ending December 31, 2021.
--------------------------------------------------------------------------------------------------------------------------
COLGATE-PALMOLIVE COMPANY Agenda Number: 935355392
--------------------------------------------------------------------------------------------------------------------------
Security: 194162103
Meeting Type: Annual
Meeting Date: 07-May-2021
Ticker: CL
ISIN: US1941621039
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: John P. Bilbrey Mgmt Against Against
1b. Election of Director: John T. Cahill Mgmt Against Against
1c. Election of Director: Lisa M. Edwards Mgmt Against Against
1d. Election of Director: C. Martin Harris Mgmt Against Against
1e. Election of Director: Martina Hund-Mejean Mgmt Against Against
1f. Election of Director: Kimberly A. Nelson Mgmt For For
1g. Election of Director: Lorrie M. Norrington Mgmt Against Against
1h. Election of Director: Michael B. Polk Mgmt Against Against
1i. Election of Director: Stephen I. Sadove Mgmt Against Against
1j. Election of Director: Noel R. Wallace Mgmt For For
2. Ratify selection of PricewaterhouseCoopers Mgmt Against Against
LLP as Colgate's independent registered
public accounting firm.
3. Advisory vote on executive compensation. Mgmt Against Against
4. Stockholder proposal on independent Board Shr For Against
Chairman.
5. Stockholder proposal to reduce the Shr For Against
ownership threshold to call special
stockholder meetings to 10%.
--------------------------------------------------------------------------------------------------------------------------
DANAHER CORPORATION Agenda Number: 935360292
--------------------------------------------------------------------------------------------------------------------------
Security: 235851102
Meeting Type: Annual
Meeting Date: 05-May-2021
Ticker: DHR
ISIN: US2358511028
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director to hold office until Mgmt For For
the 2022 Annual Meeting: Rainer M. Blair
1B. Election of Director to hold office until Mgmt Against Against
the 2022 Annual Meeting: Linda Hefner
Filler
1C. Election of Director to hold office until Mgmt Against Against
the 2022 Annual Meeting: Teri List
1D. Election of Director to hold office until Mgmt Against Against
the 2022 Annual Meeting: Walter G. Lohr,
Jr.
1E. Election of Director to hold office until Mgmt For For
the 2022 Annual Meeting: Jessica L. Mega,
MD
1F. Election of Director to hold office until Mgmt Against Against
the 2022 Annual Meeting: Mitchell P. Rales
1G. Election of Director to hold office until Mgmt For For
the 2022 Annual Meeting: Steven M. Rales
1H. Election of Director to hold office until Mgmt For For
the 2022 Annual Meeting: Pardis C. Sabeti,
MD
1I. Election of Director to hold office until Mgmt Against Against
the 2022 Annual Meeting: John T. Schwieters
1J. Election of Director to hold office until Mgmt Against Against
the 2022 Annual Meeting: Alan G. Spoon
1K. Election of Director to hold office until Mgmt For For
the 2022 Annual Meeting: Raymond C.
Stevens, Ph.D
1L. Election of Director to hold office until Mgmt Against Against
the 2022 Annual Meeting: Elias A. Zerhouni,
MD
2. To ratify the selection of Ernst & Young Mgmt Against Against
LLP as Danaher's independent registered
public accounting firm for the year ending
December 31, 2021.
3. To approve on an advisory basis the Mgmt Against Against
Company's named executive officer
compensation.
4. To act upon a shareholder proposal Shr For Against
requesting that Danaher amend its governing
documents to reduce the percentage of
shares required for shareholders to call a
special meeting of shareholders from 25% to
10%.
--------------------------------------------------------------------------------------------------------------------------
EATON CORPORATION PLC Agenda Number: 935349692
--------------------------------------------------------------------------------------------------------------------------
Security: G29183103
Meeting Type: Annual
Meeting Date: 28-Apr-2021
Ticker: ETN
ISIN: IE00B8KQN827
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Craig Arnold Mgmt For For
1B. Election of Director: Christopher M. Connor Mgmt Against Against
1C. Election of Director: Olivier Leonetti Mgmt Against Against
1D. Election of Director: Deborah L. McCoy Mgmt Against Against
1E. Election of Director: Silvio Napoli Mgmt Against Against
1F. Election of Director: Gregory R. Page Mgmt Against Against
1G. Election of Director: Sandra Pianalto Mgmt Against Against
1H. Election of Director: Lori J. Ryerkerk Mgmt For For
1I. Election of Director: Gerald B. Smith Mgmt Against Against
1J. Election of Director: Dorothy C. Thompson Mgmt Against Against
2. Approving the appointment of Ernst & Young Mgmt Against Against
as independent auditor for 2021 and
authorizing the Audit Committee of the
Board of Directors to set its remuneration.
3. Advisory approval of the Company's Mgmt Against Against
executive compensation.
4. Approving a proposal to grant the Board Mgmt For For
authority to issue shares.
5. Approving a proposal to grant the Board Mgmt For For
authority to opt out of pre-emption rights.
6. Authorizing the Company and any subsidiary Mgmt For For
of the Company to make overseas market
purchases of Company shares.
--------------------------------------------------------------------------------------------------------------------------
EBAY INC. Agenda Number: 935418790
--------------------------------------------------------------------------------------------------------------------------
Security: 278642103
Meeting Type: Annual
Meeting Date: 15-Jun-2021
Ticker: EBAY
ISIN: US2786421030
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Anthony J. Bates Mgmt Against Against
1B. Election of Director: Adriane M. Brown Mgmt For For
1C. Election of Director: Diana Farrell Mgmt For For
1D. Election of Director: Logan D. Green Mgmt For For
1E. Election of Director: Bonnie S. Hammer Mgmt For For
1F. Election of Director: E. Carol Hayles Mgmt For For
1G. Election of Director: Jamie Iannone Mgmt For For
1H. Election of Director: Kathleen C. Mitic Mgmt Against Against
1I. Election of Director: Matthew J. Murphy Mgmt For For
1J. Election of Director: Paul S. Pressler Mgmt For For
1K. Election of Director: Mohak Shroff Mgmt For For
1L. Election of Director: Robert H. Swan Mgmt For For
1M. Election of Director: Perry M. Traquina Mgmt Against Against
2. Ratification of appointment of independent Mgmt Against Against
auditors.
3. Advisory vote to approve named executive Mgmt Against Against
officer compensation.
4. Executive Compensation, if properly Shr For Against
presented.
5. Right to Act by Written Consent, if Shr For Against
properly presented.
--------------------------------------------------------------------------------------------------------------------------
ECOLAB INC. Agenda Number: 935355405
--------------------------------------------------------------------------------------------------------------------------
Security: 278865100
Meeting Type: Annual
Meeting Date: 06-May-2021
Ticker: ECL
ISIN: US2788651006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Douglas M. Baker, Jr. Mgmt For For
1B. Election of Director: Shari L. Ballard Mgmt For For
1C. Election of Director: Barbara J. Beck Mgmt Against Against
1D. Election of Director: Christophe Beck Mgmt For For
1E. Election of Director: Jeffrey M. Ettinger Mgmt Against Against
1F. Election of Director: Arthur J. Higgins Mgmt Against Against
1G. Election of Director: Michael Larson Mgmt For For
1H. Election of Director: David W. MacLennan Mgmt Against Against
1I. Election of Director: Tracy B. McKibben Mgmt For For
1J. Election of Director: Lionel L. Nowell, III Mgmt For For
1K. Election of Director: Victoria J. Reich Mgmt Against Against
1L. Election of Director: Suzanne M. Vautrinot Mgmt Against Against
1M. Election of Director: John J. Zillmer Mgmt Against Against
2. Ratify the appointment of Mgmt Against Against
PricewaterhouseCoopers LLP as independent
registered public accounting firm for the
current year ending December 31, 2021.
3. Advisory vote to approve the compensation Mgmt Against Against
of executives disclosed in the Proxy
Statement.
4. Stockholder proposal regarding proxy Shr For Against
access, if properly presented.
--------------------------------------------------------------------------------------------------------------------------
ELI LILLY AND COMPANY Agenda Number: 935355354
--------------------------------------------------------------------------------------------------------------------------
Security: 532457108
Meeting Type: Annual
Meeting Date: 03-May-2021
Ticker: LLY
ISIN: US5324571083
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to serve a three year Mgmt For For
term: K. Baicker, Ph.D.
1b. Election of Director to serve a three year Mgmt Against Against
term: J.E. Fyrwald
1c. Election of Director to serve a three year Mgmt For For
term: J. Jackson
1d. Election of Director to serve a three year Mgmt For For
term: G. Sulzberger
1e. Election of Director to serve a three year Mgmt Against Against
term: J.P. Tai
2. Approval, on an advisory basis, of the Mgmt Against Against
compensation paid to the company's named
executive officers.
3. Ratification of the appointment of Ernst & Mgmt Against Against
Young LLP as the independent auditor for
2021.
4. Approval of amendments to the company's Mgmt For For
Articles of Incorporation to eliminate the
classified board structure.
5. Approval of amendments to the company's Mgmt For For
Articles of Incorporation to eliminate
supermajority voting provisions.
6. Shareholder proposal to disclose direct and Shr For Against
indirect lobbying activities and
expenditures.
7. Shareholder proposal to amend the bylaws to Shr For Against
require an independent board chair.
8. Shareholder proposal to implement a bonus Shr For Against
deferral policy.
9. Shareholder proposal to disclose clawbacks Shr For Against
on executive incentive compensation due to
misconduct.
--------------------------------------------------------------------------------------------------------------------------
FIRST SOLAR, INC. Agenda Number: 935368008
--------------------------------------------------------------------------------------------------------------------------
Security: 336433107
Meeting Type: Annual
Meeting Date: 12-May-2021
Ticker: FSLR
ISIN: US3364331070
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Michael J. Ahearn Mgmt For For
1B. Election of Director: Sharon L. Allen Mgmt For For
1C. Election of Director: Richard D. Chapman Mgmt For For
1D. Election of Director: George A. Hambro Mgmt For For
1E. Election of Director: Kathryn A. Hollister Mgmt For For
1F. Election of Director: Molly E. Joseph Mgmt Against Against
1G. Election of Director: Craig Kennedy Mgmt For For
1H. Election of Director: William J. Post Mgmt Against Against
1I. Election of Director: Paul H. Stebbins Mgmt Against Against
1J. Election of Director: Michael Sweeney Mgmt Against Against
1K. Election of Director: Mark R. Widmar Mgmt For For
2. Ratification of the appointment of Mgmt Against Against
PricewaterhouseCoopers LLP as First Solar's
Independent Registered Public Accounting
Firm for the year ending December 31, 2021.
3. Shareholder proposal requesting a report on Shr For Against
board diversity.
--------------------------------------------------------------------------------------------------------------------------
INTUITIVE SURGICAL, INC. Agenda Number: 935347460
--------------------------------------------------------------------------------------------------------------------------
Security: 46120E602
Meeting Type: Annual
Meeting Date: 22-Apr-2021
Ticker: ISRG
ISIN: US46120E6023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Craig H. Barratt, Mgmt For For
Ph.D.
1B. Election of Director: Joseph C. Beery Mgmt For For
1C. Election of Director: Gary S. Guthart, Mgmt For For
Ph.D.
1D. Election of Director: Amal M. Johnson Mgmt Against Against
1E. Election of Director: Don R. Kania, Ph.D. Mgmt Against Against
1F. Election of Director: Amy L. Ladd, M.D. Mgmt Against Against
1G. Election of Director: Keith R. Leonard, Jr. Mgmt Against Against
1H. Election of Director: Alan J. Levy, Ph.D. Mgmt Against Against
1I. Election of Director: Jami Dover Nachtsheim Mgmt Against Against
1J. Election of Director: Monica P. Reed, M.D. Mgmt For For
1K. Election of Director: Mark J. Rubash Mgmt Against Against
2. To approve, by advisory vote, the Mgmt Against Against
compensation of the Company's Named
Executive Officers.
3. The ratification of appointment of Mgmt Against Against
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for the fiscal year ending December
31, 2021.
4. To approve the Company's Amended and Mgmt Against Against
Restated 2010 Incentive Award Plan.
--------------------------------------------------------------------------------------------------------------------------
MASTERCARD INCORPORATED Agenda Number: 935420644
--------------------------------------------------------------------------------------------------------------------------
Security: 57636Q104
Meeting Type: Annual
Meeting Date: 22-Jun-2021
Ticker: MA
ISIN: US57636Q1040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Ajay Banga Mgmt For For
1B. Election of Director: Merit E. Janow Mgmt Against Against
1C. Election of Director: Richard K. Davis Mgmt Against Against
1D. Election of Director: Steven J. Freiberg Mgmt Against Against
1E. Election of Director: Julius Genachowski Mgmt Against Against
1F. Election of Director: Choon Phong Goh Mgmt Against Against
1G. Election of Director: Oki Matsumoto Mgmt Against Against
1H. Election of Director: Michael Miebach Mgmt For For
1I. Election of Director: Youngme Moon Mgmt Against Against
1J. Election of Director: Rima Qureshi Mgmt For For
1K. Election of Director: Jose Octavio Reyes Mgmt Against Against
Lagunes
1L. Election of Director: Gabrielle Sulzberger Mgmt Against Against
1M. Election of Director: Jackson Tai Mgmt Against Against
1N. Election of Director: Lance Uggla Mgmt For For
2. Advisory approval of Mastercard's executive Mgmt Against Against
compensation.
3. Ratification of the appointment of Mgmt Against Against
PricewaterhouseCoopers LLP as the
independent registered public accounting
firm for Mastercard for 2021.
4. Approval of the amendment and restatement Mgmt Against Against
of the Mastercard Incorporated 2006 Long
Term Incentive Plan.
5. Approval of the amendment and restatement Mgmt Against Against
of the Mastercard Incorporated 2006
Non-Employee Director Equity Compensation
Plan.
6. Approval of amendments to Mastercard's Mgmt For For
Certificate of Incorporation to remove
supermajority voting requirements.
--------------------------------------------------------------------------------------------------------------------------
NEXTERA ENERGY, INC. Agenda Number: 935378201
--------------------------------------------------------------------------------------------------------------------------
Security: 65339F101
Meeting Type: Annual
Meeting Date: 20-May-2021
Ticker: NEE
ISIN: US65339F1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Sherry S. Barrat Mgmt Against Against
1B. Election of Director: James L. Camaren Mgmt Against Against
1C. Election of Director: Kenneth B. Dunn Mgmt Against Against
1D. Election of Director: Naren K. Gursahaney Mgmt Against Against
1E. Election of Director: Kirk S. Hachigian Mgmt Against Against
1F. Election of Director: Amy B. Lane Mgmt Against Against
1G. Election of Director: David L. Porges Mgmt For For
1H. Election of Director: James L. Robo Mgmt For For
1I. Election of Director: Rudy E. Schupp Mgmt Against Against
1J. Election of Director: John L. Skolds Mgmt Against Against
1K. Election of Director: Lynn M. Utter Mgmt For For
1L. Election of Director: Darryl L. Wilson Mgmt Against Against
2. Ratification of appointment of Deloitte & Mgmt Against Against
Touche LLP as NextEra Energy's independent
registered public accounting firm for 2021.
3. Approval, by non-binding advisory vote, of Mgmt Against Against
NextEra Energy's compensation of its named
executive officers as disclosed in the
proxy statement.
4. Approval of the NextEra Energy, Inc. 2021 Mgmt Against Against
Long Term Incentive Plan.
5. A proposal entitled "Right to Act by Shr For Against
Written Consent" to request action by
written consent of shareholders.
--------------------------------------------------------------------------------------------------------------------------
NVIDIA CORPORATION Agenda Number: 935402343
--------------------------------------------------------------------------------------------------------------------------
Security: 67066G104
Meeting Type: Annual
Meeting Date: 03-Jun-2021
Ticker: NVDA
ISIN: US67066G1040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Robert K. Burgess Mgmt Against Against
1B. Election of Director: Tench Coxe Mgmt Against Against
1C. Election of Director: John O. Dabiri Mgmt For For
1D. Election of Director: Persis S. Drell Mgmt For For
1E. Election of Director: Jen-Hsun Huang Mgmt For For
1F. Election of Director: Dawn Hudson Mgmt For For
1G. Election of Director: Harvey C. Jones Mgmt Against Against
1H. Election of Director: Michael G. McCaffery Mgmt For For
1I. Election of Director: Stephen C. Neal Mgmt Against Against
1J. Election of Director: Mark L. Perry Mgmt Against Against
1K. Election of Director: A. Brooke Seawell Mgmt For For
1L. Election of Director: Aarti Shah Mgmt For For
1M. Election of Director: Mark A. Stevens Mgmt Against Against
2. Approval of our executive compensation. Mgmt Against Against
3. Ratification of the selection of Mgmt Against Against
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for fiscal year 2022.
4. Approval of an amendment to our charter to Mgmt Against Against
increase the number of authorized shares of
common stock from 2 billion shares to 4
billion shares.
--------------------------------------------------------------------------------------------------------------------------
ORMAT TECHNOLOGIES, INC. Agenda Number: 935363806
--------------------------------------------------------------------------------------------------------------------------
Security: 686688102
Meeting Type: Annual
Meeting Date: 05-May-2021
Ticker: ORA
ISIN: US6866881021
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Isaac Angel Mgmt For For
1B. Election of Director: Albertus Bruggink Mgmt For For
1C. Election of Director: Dan Falk Mgmt Against Against
1D. Election of Director: David Granot Mgmt Against Against
1E. Election of Director: Mike Nikkel Mgmt For For
1F. Election of Director: Dafna Sharir Mgmt For For
1G. Election of Director: Stanley B. Stern Mgmt Against Against
1H. Election of Director: Hidetake Takahashi Mgmt For For
1I. Election of Director: Byron G. Wong Mgmt For For
2. To ratify the appointment of Kesselman Mgmt Against Against
Kesselman, a member firm of
PricewaterhouseCoopers International
Limited, as independent auditors of the
Company for 2021.
3. To approve, in a non-binding, advisory Mgmt Against Against
vote, the compensation of our named
executive officers.
--------------------------------------------------------------------------------------------------------------------------
ROPER TECHNOLOGIES, INC. Agenda Number: 935422775
--------------------------------------------------------------------------------------------------------------------------
Security: 776696106
Meeting Type: Annual
Meeting Date: 14-Jun-2021
Ticker: ROP
ISIN: US7766961061
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Shellye L. Archambeau Mgmt Against Against
1.2 Election of Director: Amy Woods Brinkley Mgmt For For
1.3 Election of Director: John F. Fort III Mgmt Against Against
1.4 Election of Director: L. Neil Hunn Mgmt For For
1.5 Election of Director: Robert D. Johnson Mgmt Against Against
1.6 Election of Director: Laura G. Thatcher Mgmt Against Against
1.7 Election of Director: Richard F. Wallman Mgmt Against Against
1.8 Election of Director: Christopher Wright Mgmt Against Against
2. Advisory vote to approve the compensation Mgmt Against Against
of our named executive officers.
3. Ratification of the appointment of Mgmt Against Against
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for 2021.
4. Approval of the Roper Technologies, Inc. Mgmt Against Against
2021 Incentive Plan.
--------------------------------------------------------------------------------------------------------------------------
SIGNATURE BANK Agenda Number: 935345101
--------------------------------------------------------------------------------------------------------------------------
Security: 82669G104
Meeting Type: Annual
Meeting Date: 22-Apr-2021
Ticker: SBNY
ISIN: US82669G1040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Kathryn A. Byrne Mgmt Against Against
1B. Election of Director: Maggie Timoney Mgmt For For
1C. Election of Director: George Tsunis Mgmt For For
2. To ratify the appointment of KPMG LLP, an Mgmt Against Against
independent registered public accounting
firm, as the independent auditors for the
year ending December 31, 2021.
3. Advisory vote on executive compensation. Mgmt Against Against
4. Approval of the Bank's share repurchase Mgmt For For
plan.
5. Approval to amend the Bank's Organization Mgmt Against Against
Certificate to increase the authorized
common stock of the Bank.
6. Approval to amend the 2004 Equity Plan to Mgmt Against Against
increase the number of shares of the Bank's
common stock.
--------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MFG. CO. LTD. Agenda Number: 935435049
--------------------------------------------------------------------------------------------------------------------------
Security: 874039100
Meeting Type: Annual
Meeting Date: 08-Jun-2021
Ticker: TSM
ISIN: US8740391003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1) To accept 2020 Business Report and Mgmt For For
Financial Statements.
2) Based on recent amendments to the "Template Mgmt For For
of Procedures for Election of Director" by
the Taiwan Stock Exchange, to approve
amendments to the ballot format requirement
for election of Directors set forth in
TSMC's "Rules for Election of Directors".
3) To approve the issuance of employee Mgmt For For
restricted stock awards for year 2021.
4) DIRECTOR
Mark Liu* Mgmt For For
C.C. Wei* Mgmt For For
F.C. Tseng* Mgmt For For
Ming-Hsin Kung*+ Mgmt For For
Sir Peter L. Bonfield# Mgmt For For
Kok-Choo Chen# Mgmt For For
Michael R. Splinter# Mgmt For For
Moshe N. Gavrielov# Mgmt For For
Yancey Hai# Mgmt For For
L. Rafael Reif# Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
THERMO FISHER SCIENTIFIC INC. Agenda Number: 935375736
--------------------------------------------------------------------------------------------------------------------------
Security: 883556102
Meeting Type: Annual
Meeting Date: 19-May-2021
Ticker: TMO
ISIN: US8835561023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Marc N. Casper Mgmt For For
1B. Election of Director: Nelson J. Chai Mgmt Against Against
1C. Election of Director: C. Martin Harris Mgmt Against Against
1D. Election of Director: Tyler Jacks Mgmt For For
1E. Election of Director: R. Alexandra Keith Mgmt For For
1F. Election of Director: Thomas J. Lynch Mgmt Against Against
1G. Election of Director: Jim P. Manzi Mgmt Against Against
1H. Election of Director: James C. Mullen Mgmt For For
1I. Election of Director: Lars R. Sorensen Mgmt Against Against
1J. Election of Director: Debora L. Spar Mgmt Against Against
1K. Election of Director: Scott M. Sperling Mgmt Against Against
1L. Election of Director: Dion J. Weisler Mgmt Against Against
2. An advisory vote to approve named executive Mgmt Against Against
officer compensation.
3. Ratification of the Audit Committee's Mgmt Against Against
selection of PricewaterhouseCoopers LLP as
the Company's independent auditors for
2021.
4. A shareholder Proposal regarding special Shr For Against
Shareholder Meetings.
--------------------------------------------------------------------------------------------------------------------------
TRIMBLE INC. Agenda Number: 935365393
--------------------------------------------------------------------------------------------------------------------------
Security: 896239100
Meeting Type: Annual
Meeting Date: 12-May-2021
Ticker: TRMB
ISIN: US8962391004
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Steven W. Berglund Mgmt For For
James C. Dalton Mgmt For For
Borje Ekholm Mgmt Withheld Against
Kaigham (Ken) Gabriel Mgmt Withheld Against
Meaghan Lloyd Mgmt Withheld Against
Sandra MacQuillan Mgmt Withheld Against
Robert G. Painter Mgmt For For
Mark S. Peek Mgmt Withheld Against
Johan Wibergh Mgmt Withheld Against
2. To hold an advisory vote on approving the Mgmt Against Against
compensation for our Named Executive
Officers.
3. To ratify the appointment of Ernst & Young Mgmt Against Against
LLP as the independent registered public
accounting firm of the Company for the
current fiscal year ending December 31,
2021.
--------------------------------------------------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC. Agenda Number: 935364846
--------------------------------------------------------------------------------------------------------------------------
Security: 92343V104
Meeting Type: Annual
Meeting Date: 13-May-2021
Ticker: VZ
ISIN: US92343V1044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Shellye L. Archambeau Mgmt Against Against
1b. Election of Director: Roxanne S. Austin Mgmt For For
1c. Election of Director: Mark T. Bertolini Mgmt Against Against
1d. Election of Director: Melanie L. Healey Mgmt Against Against
1e. Election of Director: Clarence Otis, Jr. Mgmt Against Against
1f. Election of Director: Daniel H. Schulman Mgmt Against Against
1g. Election of Director: Rodney E. Slater Mgmt Against Against
1h. Election of Director: Hans E. Vestberg Mgmt For For
1i. Election of Director: Gregory G. Weaver Mgmt For For
2 Advisory Vote to Approve Executive Mgmt Against Against
Compensation
3 Ratification of Appointment of Independent Mgmt Against Against
Registered Public Accounting Firm
4 Shareholder Action by Written Consent Shr For Against
5 Amend Clawback Policy Shr For Against
6 Shareholder Ratification of Annual Equity Shr For Against
Awards
--------------------------------------------------------------------------------------------------------------------------
WASTE MANAGEMENT, INC. Agenda Number: 935369199
--------------------------------------------------------------------------------------------------------------------------
Security: 94106L109
Meeting Type: Annual
Meeting Date: 11-May-2021
Ticker: WM
ISIN: US94106L1098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: James C. Fish, Jr. Mgmt For For
1B. Election of Director: Andres R. Gluski Mgmt Against Against
1C. Election of Director: Victoria M. Holt Mgmt For For
1D. Election of Director: Kathleen M. Mgmt Against Against
Mazzarella
1E. Election of Director: Sean E. Menke Mgmt For For
1F. Election of Director: William B. Plummer Mgmt Against Against
1G. Election of Director: John C. Pope Mgmt Against Against
1H. Election of Director: Maryrose T. Sylvester Mgmt For For
1I. Election of Director: Thomas H. Weidemeyer Mgmt For For
2. Ratification of the appointment of Ernst & Mgmt Against Against
Young LLP as the independent registered
public accounting firm for 2021.
3. Non-binding, advisory proposal to approve Mgmt Against Against
our executive compensation.
--------------------------------------------------------------------------------------------------------------------------
WATTS WATER TECHNOLOGIES, INC. Agenda Number: 935370281
--------------------------------------------------------------------------------------------------------------------------
Security: 942749102
Meeting Type: Annual
Meeting Date: 12-May-2021
Ticker: WTS
ISIN: US9427491025
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Christopher L. Conway Mgmt Withheld Against
Michael J. Dubose Mgmt For For
David A. Dunbar Mgmt Withheld Against
Louise K. Goeser Mgmt Withheld Against
Jes Munk Hansen Mgmt Withheld Against
W. Craig Kissel Mgmt For For
Joseph T. Noonan Mgmt For For
Robert J. Pagano, Jr. Mgmt For For
Merilee Raines Mgmt Withheld Against
Joseph W. Reitmeier Mgmt Withheld Against
2. Advisory vote to approve named executive Mgmt Against Against
officer compensation.
3. To ratify the appointment of KPMG LLP as Mgmt Against Against
our independent registered public
accounting firm for the fiscal year ending
December 31, 2021.
--------------------------------------------------------------------------------------------------------------------------
XYLEM INC. Agenda Number: 935365658
--------------------------------------------------------------------------------------------------------------------------
Security: 98419M100
Meeting Type: Annual
Meeting Date: 12-May-2021
Ticker: XYL
ISIN: US98419M1009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Jeanne Beliveau-Dunn Mgmt Against Against
1B. Election of Director: Patrick K. Decker Mgmt For For
1C. Election of Director: Robert F. Friel Mgmt For For
1D. Election of Director: Jorge M. Gomez Mgmt Against Against
1E. Election of Director: Victoria D. Harker Mgmt Against Against
1F. Election of Director: Steven R. Loranger Mgmt Against Against
1G. Election of Director: Surya N. Mohapatra, Mgmt Against Against
Ph.D.
1H. Election of Director: Jerome A. Peribere Mgmt Against Against
1I. Election of Director: Markos I. Tambakeras Mgmt Against Against
1J. Election of Director: Lila Tretikov Mgmt For For
1K. Election of Director: Uday Yadav Mgmt For For
2. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as our Independent Registered
Public Accounting Firm for 2021.
3. Advisory vote to approve the compensation Mgmt Against Against
of our named executive officers.
4. Shareholder proposal requesting amendments Shr For Against
to our proxy access by-law, if properly
presented at the meeting.
Natixis Oakmark International Fund
--------------------------------------------------------------------------------------------------------------------------
ACCOR SA Agenda Number: 713713940
--------------------------------------------------------------------------------------------------------------------------
Security: F00189120
Meeting Type: EGM
Meeting Date: 29-Apr-2021
Ticker:
ISIN: FR0000120404
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN.
CMMT 25 MAR 2021: 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU AND PLEASE NOTE THAT
SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT
THIS MEETING. IF NO SHAREHOLDER DETAILS ARE
PROVIDED, YOUR INSTRUCTION MAY CARRY A
HEIGHTENED RISK OF BEING REJECTED. THANK
YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
CMMT 12 APR 2021: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/balo/d
ocument/202104122100847-44 AND PLEASE NOTE
THAT THIS IS A REVISION DUE TO RECEIPT OF
UPDATED BALO LINK AND CHANGE IN NUMBERING
OF RESOLUTIONS AND CHANGE IN MEETING TYPE
FROM MIX TO EGM. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
1 APPROVAL OF THE REPORTS AND THE CORPORATE Mgmt For For
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR
ENDED 31 DECEMBER 2020
2 APPROVAL OF THE REPORTS AND CONSOLIDATED Mgmt For For
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR
ENDED 31 DECEMBER 2020
3 ALLOCATION OF INCOME FOR THE FINANCIAL YEAR Mgmt For For
ENDED 31 DECEMBER 2020 - ACKNOWLEDGEMENT OF
THE DIVIDEND DISTRIBUTED FOR THE LAST THREE
FINANCIAL YEARS
4 APPROVAL OF THE REPORT ON THE REMUNERATION Mgmt For For
OF ALL CORPORATE OFFICERS FOR THE FINANCIAL
YEAR ENDED 31 DECEMBER 2020 (SAY ON PAY EX
POST)
5 APPROVAL OF THE FIXED, VARIABLE AND Mgmt For For
EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL
REMUNERATION AND BENEFITS OF ANY KIND, PAID
DURING THE FINANCIAL YEAR ENDED 31 DECEMBER
2020 OR AWARDED IN RESPECT OF THE SAME
FINANCIAL YEAR TO MR. SEBASTIEN BAZIN IN
HIS CAPACITY AS CHAIRMAN AND CHIEF
EXECUTIVE OFFICER (EX POST SAY ON PAY)
6 APPROVAL OF THE REMUNERATION POLICY FOR THE Mgmt For For
CHAIRMAN AND CHIEF EXECUTIVE OFFICER FOR
THE FINANCIAL YEAR 2021 (EX ANTE SAY ON
PAY)
7 APPROVAL OF THE REMUNERATION POLICY FOR Mgmt For For
DIRECTORS FOR THE FINANCIAL YEAR 2021 (EX
ANTE SAY ON PAY)
8 APPROVAL OF THE STATUTORY AUDITORS' SPECIAL Mgmt For For
REPORT ON THE REGULATED AGREEMENTS REFERRED
TO IN ARTICLES L.225-38 AND FOLLOWING OF
THE FRENCH COMMERCIAL CODE
9 AUTHORISATION FOR THE BOARD OF DIRECTORS TO Mgmt For For
TRADE IN THE COMPANY'S SHARES
10 AUTHORISATION FOR THE BOARD OF DIRECTORS TO Mgmt For For
REDUCE THE SHARE CAPITAL BY CANCELLING
TREASURY SHARES
11 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO CARRY OUT CAPITAL INCREASES BY
ISSUING, WITH RETENTION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT, COMMON SHARES OR
TRANSFERABLE SECURITIES GRANTING ACCESS TO
THE SHARE CAPITAL
12 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO CARRY OUT CAPITAL INCREASES BY
ISSUING, WITH CANCELLATION OF THE
PRE-EMPTIVE SUBSCRIPTION RIGHT, COMMON
SHARES OR TRANSFERABLE SECURITIES GRANTING
ACCESS TO THE SHARE CAPITAL, BY PUBLIC
OFFERING
13 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO CARRY OUT CAPITAL INCREASES BY
ISSUING, WITH CANCELLATION OF THE
PRE-EMPTIVE SUBSCRIPTION RIGHT, COMMON
SHARES OR TRANSFERABLE SECURITIES GRANTING
ACCESS TO THE SHARE CAPITAL, BY MEANS OF AN
OFFER REFERRED TO IN PARAGRAPH 1DECREE OF
ARTICLE L. 411-2 OF THE FRENCH MONETARY AND
FINANCIAL CODE
14 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE THE NUMBER OF
SECURITIES TO BE ISSUED IN THE EVENT OF A
CAPITAL INCREASE WITH OR WITHOUT THE
PRE-EMPTIVE SUBSCRIPTION RIGHT
15 DELEGATION OF POWERS TO THE BOARD OF Mgmt For For
DIRECTORS TO CARRY OUT CAPITAL INCREASES BY
ISSUING COMMON SHARES OR TRANSFERABLE
SECURITIES TO REMUNERATE CONTRIBUTIONS IN
KIND GRANTED TO THE COMPANY
16 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO CARRY OUT CAPITAL INCREASES BY
CAPITALISATION OF RESERVES, PROFITS OR
PREMIUMS
17 LIMITATION OF THE OVERALL AMOUNT OF CAPITAL Mgmt For For
INCREASES THAT MAY BE CARRIED OUT UNDER THE
PREVIOUS DELEGATIONS
18 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt Against Against
DIRECTORS TO CARRY OUT CAPITAL INCREASES BY
ISSUING COMMON SHARES OR TRANSFERABLE
SECURITIES GRANTING ACCESS TO THE SHARE
CAPITAL, WITH CANCELLATION OF THE
PRE-EMPTIVE SUBSCRIPTION RIGHT IN FAVOUR OF
THE MEMBERS OF A COMPANY SAVINGS PLAN
19 AUTHORISATION FOR THE BOARD OF DIRECTORS TO Mgmt For For
FREELY ALLOCATE SHARES WITHOUT PERFORMANCE
CONDITIONS FOR THE BENEFIT OF EMPLOYEES OF
THE ACCOR GROUP
20 STATUTORY AMENDMENTS Mgmt For For
21 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt Against Against
DIRECTORS IN ORDER TO ISSUE SHARE
SUBSCRIPTION WARRANTS TO BE FREELY
ALLOCATED TO SHAREHOLDERS IN THE EVENT OF A
PUBLIC OFFERING CONCERNING THE COMPANY'S
SECURITIES
22 POWERS TO CARRY OUT FORMALITIES Mgmt For For
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.
--------------------------------------------------------------------------------------------------------------------------
ALIBABA GROUP HOLDING LIMITED Agenda Number: 935265086
--------------------------------------------------------------------------------------------------------------------------
Security: 01609W102
Meeting Type: Annual
Meeting Date: 30-Sep-2020
Ticker: BABA
ISIN: US01609W1027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Amend and restate the Company's Memorandum Mgmt For For
and Articles of Association to expressly
permit completely virtual shareholders'
meetings and reflect such updates as are
detailed in the proxy statement and set
forth in Exhibit A thereto.
2.1 Election of Director: MAGGIE WEI WU (To Mgmt Against Against
serve for a three year term or until such
director's successor is elected or
appointed and duly qualified).
2.2 Election of Director: KABIR MISRA (To serve Mgmt Against Against
for a three year term or until such
director's successor is elected or
appointed and duly qualified).
2.3 Election of Director: WALTER TEH MING KWAUK Mgmt For For
(To serve for a three year term or until
such director's successor is elected or
appointed and duly qualified).
3. Ratify the appointment of Mgmt For For
PricewaterhouseCoopers as the independent
registered public accounting firm of the
Company for the fiscal year ending March
31, 2021.
--------------------------------------------------------------------------------------------------------------------------
ALIBABA GROUP HOLDING LTD Agenda Number: 713057619
--------------------------------------------------------------------------------------------------------------------------
Security: G01719114
Meeting Type: AGM
Meeting Date: 30-Sep-2020
Ticker:
ISIN: KYG017191142
--------------------------------------------------------------------------------------------------------------------------
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/2020/0825/2020082501039.pdf AND
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2020/0825/2020082500999.pdf
1 AMEND AND RESTATE THE COMPANY'S MEMORANDUM Mgmt For For
AND ARTICLES OF ASSOCIATION TO EXPRESSLY
PERMIT COMPLETELY VIRTUAL SHAREHOLDERS'
MEETINGS AND REFLECT SUCH UPDATES AS
DETAILED IN THE PROXY STATEMENT AND SET
FORTH IN EXHIBIT A THERETO
2.1 ELECT THE FOLLOWING DIRECTOR NOMINEE TO Mgmt Against Against
SERVE ON THE BOARD OF DIRECTORS: MAGGIE WEI
WU
2.2 ELECT THE FOLLOWING DIRECTOR NOMINEE TO Mgmt Against Against
SERVE ON THE BOARD OF DIRECTORS: KABIR
MISRA
2.3 ELECT THE FOLLOWING DIRECTOR NOMINEE TO Mgmt For For
SERVE ON THE BOARD OF DIRECTORS: WALTER TEH
MING KWAUK
3 RATIFY THE APPOINTMENT OF Mgmt For For
PRICEWATERHOUSECOOPERS AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF THE
COMPANY FOR THE FISCAL YEAR ENDING MARCH
31, 2021
--------------------------------------------------------------------------------------------------------------------------
ALLIANZ SE Agenda Number: 713711718
--------------------------------------------------------------------------------------------------------------------------
Security: D03080112
Meeting Type: AGM
Meeting Date: 05-May-2021
Ticker:
ISIN: DE0008404005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
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 2020
2 APPROPRIATION OF NET EARNINGS Mgmt Split 90% For Split
3 APPROVAL OF THE ACTIONS OF THE MEMBERS OF Mgmt Split 90% For Split
THE BOARD OF MANAGEMENT
4 APPROVAL OF THE ACTIONS OF THE MEMBERS OF Mgmt Split 90% For Split
THE SUPERVISORY BOARD
5 APPROVAL OF THE REMUNERATION SYSTEM FOR Mgmt Split 90% For Split
MEMBERS OF THE BOARD OF MANAGEMENT OF
ALLIANZ SE
6 APPROVAL OF THE REMUNERATION OF THE MEMBERS Mgmt Split 90% For Split
OF THE SUPERVISORY BOARD OF ALLIANZ SE AND
CORRESPONDING AMENDMENT OF THE STATUTES
7 AMENDMENT OF THE STATUTES REGARDING THE Mgmt Split 90% For Split
TERM OF OFFICE OF THE MEMBERS OF THE
SUPERVISORY BOARD
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 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
--------------------------------------------------------------------------------------------------------------------------
AMADEUS IT GROUP S.A Agenda Number: 714182906
--------------------------------------------------------------------------------------------------------------------------
Security: E04648114
Meeting Type: OGM
Meeting Date: 16-Jun-2021
Ticker:
ISIN: ES0109067019
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 582439 DUE TO RECEIPT OF UPDATED
AGENDA. 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
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES Non-Voting
NOT REACH QUORUM, THERE WILL BE A SECOND
CALL ON 17 JUNE 2021 CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU'
1 APPROVE CONSOLIDATED AND STANDALONE Mgmt For For
FINANCIAL STATEMENTS
2 APPROVE NON-FINANCIAL INFORMATION STATEMENT Mgmt For For
3 APPROVE TREATMENT OF NET LOSS Mgmt For For
4 APPROVE DISCHARGE OF BOARD Mgmt For For
5.1 ELECT JANA EGGERS AS DIRECTOR Mgmt For For
5.2 ELECT AMANDA MESLER AS DIRECTOR Mgmt For For
5.3 REELECT LUIS MAROTO CAMINO AS DIRECTOR Mgmt For For
5.4 REELECT DAVID WEBSTER AS DIRECTOR Mgmt For For
5.5 REELECT CLARA FURSE AS DIRECTOR Mgmt For For
5.6 REELECT NICOLAS HUSS AS DIRECTOR Mgmt For For
5.7 REELECT STEPHAN GEMKOW AS DIRECTOR Mgmt For For
5.8 REELECT PETER KUERPICK AS DIRECTOR Mgmt For For
5.9 REELECT PILAR GARCIA CEBALLOS ZUNIGA AS Mgmt For For
DIRECTOR
5.10 REELECT FRANCESCO LOREDAN AS DIRECTOR Mgmt For For
6 ADVISORY VOTE ON REMUNERATION REPORT Mgmt For For
7 APPROVE REMUNERATION OF DIRECTORS Mgmt For For
8 APPROVE REMUNERATION POLICY Mgmt For For
9 APPROVE PERFORMANCE SHARE PLAN Mgmt For For
10.1 AMEND ARTICLE 11 RE: SHARE CAPITAL INCREASE Mgmt For For
10.2 AMEND ARTICLE 24 RE: REMOTE VOTING Mgmt For For
10.3 ADD NEW ARTICLE 24 BIS RE: ALLOW Mgmt For For
SHAREHOLDER MEETINGS TO BE HELD IN
VIRTUAL-ONLY FORMAT
10.4 AMEND ARTICLES RE: BOARD FUNCTIONS AND Mgmt For For
REMUNERATION
10.5 AMEND ARTICLES RE: BOARD COMMITTEES Mgmt For For
11.1 AMEND ARTICLES OF GENERAL MEETING Mgmt For For
REGULATIONS RE: COMPANY'S NAME AND
CORPORATE WEBSITE
11.2 AMEND ARTICLE 7 OF GENERAL MEETING Mgmt For For
REGULATIONS RE: RIGHT TO INFORMATION
11.3 AMEND ARTICLES OF GENERAL MEETING Mgmt For For
REGULATIONS RE: HOLDING OF THE GENERAL
MEETING
11.4 AMEND ARTICLES OF GENERAL MEETING Mgmt For For
REGULATIONS RE: CONSTITUTION AND START OF
THE SESSION
12 AUTHORIZE BOARD TO RATIFY AND EXECUTE Mgmt For For
APPROVED RESOLUTIONS
--------------------------------------------------------------------------------------------------------------------------
AMP LIMITED Agenda Number: 713909921
--------------------------------------------------------------------------------------------------------------------------
Security: Q0344G101
Meeting Type: AGM
Meeting Date: 30-Apr-2021
Ticker:
ISIN: AU000000AMP6
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 512267 DUE TO TO WITHDRAWAL OF
RESOLUTION. 4. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting
PROPOSALS 3 AND 5 AND VOTES CAST BY ANY
INDIVIDUAL OR RELATED PARTY WHO BENEFIT
FROM THE PASSING OF THE PROPOSAL/S WILL BE
DISREGARDED BY THE COMPANY. HENCE, IF YOU
HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN
FUTURE BENEFIT (AS REFERRED IN THE COMPANY
ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT
PROPOSAL ITEMS. BY DOING SO, YOU
ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT
OR EXPECT TO OBTAIN BENEFIT BY THE PASSING
OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR
OR AGAINST) ON THE ABOVE MENTIONED
PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE
NOT OBTAINED BENEFIT NEITHER EXPECT TO
OBTAIN BENEFIT BY THE PASSING OF THE
RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE
VOTING EXCLUSION
2 ELECTION OF DIRECTOR: TO ELECT KATHRYN Mgmt For For
(KATE) MCKENZIE AS A DIRECTOR
3 ADOPTION OF REMUNERATION REPORT Mgmt For For
4 APPROVAL OF THE CEO'S LONG-TERM INCENTIVE Non-Voting
FOR 2021
CMMT IF YOU INTEND TO VOTE FOR THE REMUNERATION Non-Voting
REPORT, THEN YOU SHOULD VOTE AGAINST THE
SPILL RESOLUTION
5 THAT, SUBJECT TO AND CONDITIONAL ON AT Mgmt Against For
LEAST 25% OF THE VOTES VALIDLY CAST ON THE
RESOLUTION TO ADOPT THE REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020 BEING
CAST AGAINST THE ADOPTION OF THE REPORT:
(A) AN EXTRAORDINARY GENERAL MEETING OF AMP
LIMITED (THE 'SPILL MEETING') BE HELD
WITHIN 90 DAYS AFTER THE PASSING OF THIS
RESOLUTION; (B) ALL OF THE DIRECTORS WHO
WERE DIRECTORS OF AMP LIMITED WHEN THE
RESOLUTION TO MAKE THE DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020 WAS
PASSED (OTHER THAN THE CHIEF EXECUTIVE
OFFICER AND MANAGING DIRECTOR), AND WHO
REMAIN IN OFFICE AT THE TIME OF THE SPILL
MEETING, CEASE TO HOLD OFFICE IMMEDIATELY
BEFORE THE END OF THE SPILL MEETING; AND
(C) RESOLUTIONS TO APPOINT PERSONS TO
OFFICES THAT WILL BE VACATED IMMEDIATELY
BEFORE THE END OF THE SPILL MEETING BE PUT
TO THE VOTE AT THE SPILL MEETING. THIS
RESOLUTION WILL ONLY BE PUT TO THE AGM IF
AT LEAST 25% OF THE VOTES VALIDLY CAST ON
THE RESOLUTION PROPOSED IN ITEM 3 ARE
AGAINST THAT RESOLUTION. IF YOU DO NOT WANT
A SPILL MEETING TO TAKE PLACE, YOU SHOULD
VOTE 'AGAINST' ITEM 5. IF YOU WANT A SPILL
MEETING TO TAKE PLACE, YOU SHOULD VOTE
'FOR' ITEM 5. THE PROPOSED ITEMS OF
BUSINESS SHOULD BE READ IN CONJUNCTION WITH
THE EXPLANATORY NOTES ON PAGES 5 TO 9,
WHICH FORM PART OF THIS NOTICE OF MEETING
--------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH INBEV SA/NV Agenda Number: 713738625
--------------------------------------------------------------------------------------------------------------------------
Security: B639CJ108
Meeting Type: OGM
Meeting Date: 28-Apr-2021
Ticker:
ISIN: BE0974293251
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) MAY BE REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
A.1 RENEWAL OF THE POWERS OF THE BOARD OF Mgmt For For
DIRECTORS RELATING TO THE ACQUISITION BY
THE COMPANY OF ITS OWN SHARES AND
AMENDMENTS TO ARTICLE 15 OF THE ARTICLES OF
ASSOCIATION
B.2 MANAGEMENT REPORT BY THE BOARD OF DIRECTORS Non-Voting
ON THE ACCOUNTING YEAR ENDED ON 31 DECEMBER
2020
B.3 REPORT BY THE STATUTORY AUDITOR ON THE Non-Voting
ACCOUNTING YEAR ENDED ON 31 DECEMBER 2020
B.4 COMMUNICATION OF THE CONSOLIDATED ANNUAL Non-Voting
ACCOUNTS RELATING TO THE ACCOUNTING YEAR
ENDED ON 31 DECEMBER 2020, AS WELL AS THE
MANAGEMENT REPORT BY THE BOARD OF DIRECTORS
AND THE REPORT BY THE STATUTORY AUDITOR ON
THE CONSOLIDATED ANNUAL ACCOUNTS
B.5 APPROVAL OF THE STATUTORY ANNUAL ACCOUNTS: Mgmt For For
DIVIDEND FOR 2020 OF EUR 0.50 PER SHARE
B.6 DISCHARGE TO THE DIRECTORS: GRANTING Mgmt For For
DISCHARGE TO THE DIRECTORS FOR THE
PERFORMANCE OF THEIR DUTIES DURING THE
ACCOUNTING YEAR ENDED ON 31 DECEMBER 2020
B.7 DISCHARGE TO THE STATUTORY AUDITOR: Mgmt For For
GRANTING DISCHARGE TO THE STATUTORY AUDITOR
FOR THE PERFORMANCE OF HIS DUTIES DURING
THE ACCOUNTING YEAR ENDED ON 31 DECEMBER
2020
B.8.A APPOINTMENT OF DIRECTOR: UPON PROPOSAL FROM Mgmt For For
THE RESTRICTED SHAREHOLDERS, RENEWING THE
APPOINTMENT AS RESTRICTED SHARE DIRECTOR OF
MR. MARTIN J. BARRINGTON, FOR A PERIOD OF
ONE YEAR ENDING AT THE END OF THE
SHAREHOLDERS' MEETING WHICH WILL BE ASKED
TO APPROVE THE ACCOUNTS FOR THE YEAR 2021
B.8.B APPOINTMENT OF DIRECTOR: UPON PROPOSAL FROM Mgmt For For
THE RESTRICTED SHAREHOLDERS, RENEWING THE
APPOINTMENT AS RESTRICTED SHARE DIRECTOR OF
MR. WILLIAM F. GIFFORD, JR., FOR A PERIOD
OF ONE YEAR ENDING AT THE END OF THE
SHAREHOLDERS' MEETING WHICH WILL BE ASKED
TO APPROVE THE ACCOUNTS FOR THE YEAR 2021
B.8.C APPOINTMENT OF DIRECTOR: UPON PROPOSAL FROM Mgmt For For
THE RESTRICTED SHAREHOLDERS, RENEWING THE
APPOINTMENT AS RESTRICTED SHARE DIRECTOR OF
MR. ALEJANDRO SANTO DOMINGO DAVILA, FOR A
PERIOD OF ONE YEAR ENDING AT THE END OF THE
SHAREHOLDERS' MEETING WHICH WILL BE ASKED
TO APPROVE THE ACCOUNTS FOR THE YEAR 202
B.9 REMUNERATION POLICY: APPROVING THE Mgmt For For
REMUNERATION POLICY DRAFTED IN ACCORDANCE
WITH ARTICLE 7:89/1 OF THE BELGIAN CODE OF
COMPANIES AND ASSOCIATIONS. THE 2020 ANNUAL
REPORT CONTAINING THE REMUNERATION POLICY
IS AVAILABLE ON THE COMPANY'S WEBSITE AS
INDICATED IN THIS NOTICE
B.10 REMUNERATION REPORT: APPROVING THE Mgmt For For
REMUNERATION REPORT FOR THE FINANCIAL YEAR
2020. THE 2020 ANNUAL REPORT CONTAINING THE
REMUNERATION REPORT IS AVAILABLE ON THE
COMPANY'S WEBSITE AS INDICATED IN THIS
NOTICE
B.11 APPROVAL OF A CHANGE OF CONTROL PROVISION: Mgmt For For
APPROVING, IN ACCORDANCE WITH ARTICLE 7:151
OF THE BELGIAN CODE OF COMPANIES AND
ASSOCIATIONS, (I) CLAUSE 17 (MANDATORY
PREPAYMENT) OF THE (CURRENTLY) USD
10,100,000,000 REVOLVING CREDIT AND
SWINGLINE FACILITIES AGREEMENT ORIGINALLY
DATED 26 FEBRUARY 2010 AND AS AMENDED FROM
TIME TO TIME AND FOR THE LAST TIME PURSUANT
TO AN AMENDMENT AND RESTATEMENT AGREEMENT
DATED 16 FEBRUARY 2021 (THE "RESTATED
FACILITIES AGREEMENT") AND (II) ANY OTHER
PROVISION OF THE RESTATED FACILITIES
AGREEMENT GRANTING RIGHTS TO THIRD PARTIES
WHICH COULD MATERIALLY AFFECT THE COMPANY'S
ASSETS OR COULD IMPOSE A MATERIAL LIABILITY
OR OBLIGATION ON THE COMPANY WHERE IN EACH
CASE THE EXERCISE OF THOSE RIGHTS IS
DEPENDENT ON THE LAUNCH OF A PUBLIC
TAKE-OVER BID OVER THE SHARES OF THE
COMPANY OR ON A "CHANGE OF CONTROL" (AS
DEFINED IN THE RESTATED FACILITIES
AGREEMENT) (*).(*) PURSUANT TO THE RESTATED
FACILITIES AGREEMENT, (A) "CHANGE OF
CONTROL" MEANS "ANY PERSON OR GROUP OF
PERSONS ACTING IN CONCERT (IN EACH CASE
OTHER THAN STICHTING ANHEUSER-BUSCH INBEV
OR ANY EXISTING DIRECT OR INDIRECT
CERTIFICATE HOLDER OR CERTIFICATE HOLDERS
OF STICHTING ANHEUSER-BUSCH INBEV OR ANY
PERSON OR GROUP OF PERSONS ACTING IN
CONCERT WITH ANY SUCH PERSONS) GAINING
CONTROL OF THE COMPANY, (B) "ACTING IN
CONCERT" MEANS "A GROUP OF PERSONS WHO,
PURSUANT TO AN AGREEMENT OR UNDERSTANDING
(WHETHER FORMAL OR INFORMAL), ACTIVELY
CO-OPERATE, THROUGH THE ACQUISITION
DIRECTLY OR INDIRECTLY OF SHARES IN THE
COMPANY BY ANY OF THEM, EITHER DIRECTLY OR
INDIRECTLY, TO OBTAIN CONTROL OF THE
COMPANY" AND (C) "CONTROL" MEANS, IN
RESPECT OF THE COMPANY, "THE DIRECT OR
INDIRECT OWNERSHIP OF MORE THAN 50 PER CENT
OF THE SHARE CAPITAL OR SIMILAR RIGHTS OF
OWNERSHIP OF THE COMPANY OR THE POWER TO
DIRECT THE MANAGEMENT AND THE POLICIES OF
THE COMPANY WHETHER THROUGH THE OWNERSHIP
OF SHARE CAPITAL, CONTRACT OR OTHERWISE OR
(B) THE POWER (WHETHER BY WAY OF OWNERSHIP
OF SHARES, PROXY, CONTRACT, AGENCY OR
OTHERWISE) TO: (I) CAST, OR CONTROL THE
CASTING OF, MORE THAN 50 PER CENT. OF THE
MAXIMUM NUMBER OF VOTES THAT MIGHT BE CAST
AT A GENERAL MEETING; OR (II) APPOINT OR
REMOVE ALL, OR THE MAJORITY, OF THE
DIRECTORS OR OTHER EQUIVALENT OFFICERS; OR
(III) GIVE DIRECTIONS TO MANAGEMENT WITH
RESPECT TO THE OPERATING AND FINANCIAL
POLICIES OF THE ENTITY WITH WHICH THE
DIRECTORS OR OTHER EQUIVALENT OFFICERS OF
THE COMPANY ARE OBLIGED TO COMPLY". CLAUSE
17 OF THE RESTATED FACILITIES AGREEMENT
GRANTS, IN ESSENCE, TO ANY LENDER UNDER THE
RESTATED FACILITIES AGREEMENT, UPON A
CHANGE OF CONTROL OVER THE COMPANY, THE
RIGHT (I) NOT TO FUND ANY LOAN OR LETTER OF
CREDIT (OTHER THAN A ROLLOVER LOAN MEETING
CERTAIN CONDITIONS) AND (II) (BY NOT LESS
THAN 30 DAYS WRITTEN NOTICE) TO CANCEL ITS
UNDRAWN COMMITMENTS AND REQUIRE REPAYMENT
OF ITS PARTICIPATIONS IN THE LOANS OR
LETTERS OF CREDIT, TOGETHER WITH ACCRUED
INTEREST THEREON, AND ALL OTHER AMOUNTS
OWED TO SUCH LENDER UNDER THE RESTATED
FACILITIES AGREEMENT (AND CERTAIN RELATED
DOCUMENTS)
C.12 FILINGS: WITHOUT PREJUDICE TO OTHER Mgmt For For
DELEGATIONS OF POWERS TO THE EXTENT
APPLICABLE, GRANTING POWERS TO JAN
VANDERMEERSCH, GLOBAL LEGAL DIRECTOR
CORPORATE, WITH POWER TO SUBSTITUTE, TO
PROCEED TO (I) THE SIGNING OF THE RESTATED
ARTICLES OF ASSOCIATION AND THEIR FILINGS
WITH THE CLERK'S OFFICE OF THE ENTERPRISE
COURT OF BRUSSELS AS A RESULT OF THE
APPROVAL OF THE RESOLUTIONS REFERRED TO IN
ITEM 1 ABOVE, (II) THE FILING OF THE
RESOLUTION REFERRED TO IN ITEM 11 ABOVE
WITH THE CLERK'S OFFICE OF THE ENTERPRISE
COURT OF BRUSSELS, AND (III) ANY OTHER
FILINGS AND PUBLICATION FORMALITIES IN
RELATION TO THE ABOVE RESOLUTIONS
CMMT 09 APR 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO CHANGE IN MEETINFG TYPE
FROM MIX TO OGM AND MODIFICATION OF THE
TEXT OF RESOLUTION B.5. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT VOTE
AGAIN UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
ASHTEAD GROUP PLC Agenda Number: 712977024
--------------------------------------------------------------------------------------------------------------------------
Security: G05320109
Meeting Type: AGM
Meeting Date: 08-Sep-2020
Ticker:
ISIN: GB0000536739
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 THAT THE COMPANY'S ANNUAL ACCOUNTS FOR THE Mgmt For For
YEAR ENDED 30 APRIL 2020, TOGETHER WITH THE
DIRECTORS' REPORT AND THE AUDITORS' REPORT
ON THOSE ACCOUNTS AND ON THE AUDITABLE PART
OF THE REMUNERATION REPORT, BE ADOPTED
2 THAT THE REMUNERATION REPORT FOR THE YEAR Mgmt For For
ENDED 30 APRIL 2020 (OTHER THAN THE PART
CONTAINING THE REMUNERATION POLICY), WHICH
IS SET OUT IN THE ANNUAL REPORT OF THE
COMPANY FOR THE YEAR ENDED 30 APRIL 2020,
BE APPROVED
3 THAT THE FINAL DIVIDEND RECOMMENDED BY THE Mgmt For For
DIRECTORS OF 33.5P PER ORDINARY SHARE FOR
THE YEAR ENDED 30 APRIL 2020 BE DECLARED
PAYABLE ON 11 SEPTEMBER 2020 TO HOLDERS OF
ORDINARY SHARES REGISTERED AT THE CLOSE OF
BUSINESS ON 14 AUGUST 2020
4 THAT PAUL WALKER BE RE-ELECTED AS A Mgmt For For
DIRECTOR
5 THAT BRENDAN HORGAN BE RE-ELECTED AS A Mgmt For For
DIRECTOR
6 THAT MICHAEL PRATT BE RE-ELECTED AS A Mgmt For For
DIRECTOR
7 THAT ANGUS COCKBURN BE RE-ELECTED AS A Mgmt For For
DIRECTOR
8 THAT LUCINDA RICHES BE RE-ELECTED AS A Mgmt For For
DIRECTOR
9 THAT TANYA FRATTO BE RE-ELECTED AS A Mgmt For For
DIRECTOR
10 THAT LINDSLEY RUTH BE RE-ELECTED AS A Mgmt For For
DIRECTOR
11 THAT JILL EASTERBROOK WHO HAS BEEN Mgmt For For
APPOINTED AS A DIRECTOR SINCE THE LAST
ANNUAL GENERAL MEETING OF THE COMPANY BE
ELECTED AS A DIRECTOR
12 THAT DELOITTE LLP BE REAPPOINTED AS AUDITOR Mgmt For For
OF THE COMPANY TO HOLD OFFICE UNTIL THE
CONCLUSION OF THE NEXT ANNUAL GENERAL
MEETING OF THE COMPANY
13 THAT THE DIRECTORS BE AUTHORISED TO FIX THE Mgmt For For
REMUNERATION OF THE AUDITOR OF THE COMPANY
14 THAT, FOR THE PURPOSES OF SECTION 551 OF Mgmt For For
THE COMPANIES ACT 2006 (THE 'ACT') (AND SO
THAT EXPRESSIONS USED IN THIS RESOLUTION
SHALL BEAR THE SAME MEANINGS AS IN THE SAID
SECTION 551): 14.1 THE DIRECTORS BE AND ARE
GENERALLY AND UNCONDITIONALLY AUTHORISED TO
EXERCISE ALL POWERS OF THE COMPANY TO ALLOT
SHARES AND TO GRANT SUCH SUBSCRIPTION AND
CONVERSION RIGHTS AS ARE CONTEMPLATED BY
SECTIONS 551(1)(A) AND (B) OF THE ACT
RESPECTIVELY UP TO A MAXIMUM NOMINAL AMOUNT
OF GBP 14,976,994 TO SUCH PERSONS AND AT
SUCH TIMES AND ON SUCH TERMS AS THEY THINK
PROPER DURING THE PERIOD EXPIRING AT THE
END OF THE NEXT ANNUAL GENERAL MEETING OF
THE COMPANY (UNLESS PREVIOUSLY REVOKED OR
VARIED BY THE COMPANY IN GENERAL MEETING)
OR AT 6.00PM ON 8 DECEMBER 2021, WHICHEVER
IS SOONER; AND 14.2 THE DIRECTORS BE AND
ARE GENERALLY AND UNCONDITIONALLY
AUTHORISED TO EXERCISE ALL POWERS OF THE
COMPANY TO ALLOT EQUITY SECURITIES (AS
DEFINED IN SECTION 560 OF THE ACT) IN
CONNECTION WITH A RIGHTS ISSUE IN FAVOUR OF
THE HOLDERS OF EQUITY SECURITIES AND ANY
OTHER PERSONS ENTITLED TO PARTICIPATE IN
SUCH ISSUE WHERE THE EQUITY SECURITIES
RESPECTIVELY ATTRIBUTABLE TO THE INTERESTS
OF SUCH HOLDERS AND PERSONS ARE
PROPORTIONATE (AS NEARLY AS MAY BE) TO THE
RESPECTIVE NUMBER OF EQUITY SECURITIES HELD
BY THEM UP TO AN AGGREGATE NOMINAL AMOUNT
OF GBP 29,953,989, INCLUDING WITHIN SUCH
LIMIT ANY EQUITY SECURITIES ALLOTTED UNDER
RESOLUTION 14.1 ABOVE, DURING THE PERIOD
EXPIRING AT THE END OF THE NEXT ANNUAL
GENERAL MEETING OF THE COMPANY OR AT 6.00PM
ON 8 DECEMBER 2021, WHICHEVER IS SOONER,
SUBJECT ONLY TO SUCH EXCLUSIONS OR OTHER
ARRANGEMENTS AS THE DIRECTORS MAY CONSIDER
NECESSARY OR EXPEDIENT TO DEAL WITH
FRACTIONAL ENTITLEMENTS OR LEGAL OR
PRACTICAL PROBLEMS UNDER THE LAWS OR
REQUIREMENTS OF ANY RECOGNISED REGULATORY
BODY OR STOCK EXCHANGE IN ANY TERRITORY;
AND 14.3 THE COMPANY BE AND IS HEREBY
AUTHORISED TO MAKE, PRIOR TO THE EXPIRY OF
SUCH PERIOD, ANY OFFER OR AGREEMENT WHICH
WOULD OR MIGHT REQUIRE SUCH SHARES OR
RIGHTS TO BE ALLOTTED OR GRANTED AFTER THE
EXPIRY OF THE SAID PERIOD AND THE DIRECTORS
MAY ALLOT SUCH SHARES OR GRANT SUCH RIGHTS
IN PURSUANCE OF ANY SUCH OFFER OR AGREEMENT
NOTWITHSTANDING THE EXPIRY OF THE AUTHORITY
GIVEN BY THIS RESOLUTION; SO THAT ALL
PREVIOUS AUTHORITIES OF THE DIRECTORS
PURSUANT TO THE SAID SECTION 551 BE AND ARE
HEREBY REVOKED
15 THAT, SUBJECT TO THE PASSING OF RESOLUTION Mgmt For For
14, THE DIRECTORS BE AND ARE EMPOWERED IN
ACCORDANCE WITH SECTION 570 OF THE ACT TO
ALLOT EQUITY SECURITIES (AS DEFINED IN
SECTION 560 OF THE ACT) FOR CASH, PURSUANT
TO THE AUTHORITY CONFERRED ON THEM TO ALLOT
SUCH SHARES OR GRANT SUCH RIGHTS BY THAT
RESOLUTION AND/OR WHERE THE ALLOTMENT
CONSTITUTES AN ALLOTMENT OF EQUITY
SECURITIES BY VIRTUE OF SECTION 560(3) OF
THE ACT, AS IF SECTION 561(1) AND
SUB-SECTIONS (1) - (6) OF SECTION 562 OF
THE ACT DID NOT APPLY TO ANY SUCH
ALLOTMENT, PROVIDED THAT THE POWER
CONFERRED BY THIS RESOLUTION SHALL BE
LIMITED TO: 15.1 THE ALLOTMENT OF EQUITY
SECURITIES IN CONNECTION WITH AN ISSUE OR
OFFERING IN FAVOUR OF HOLDERS OF EQUITY
SECURITIES (BUT IN THE CASE OF THE
AUTHORITY GRANTED UNDER RESOLUTION 14.2 BY
WAY OF A RIGHTS ISSUE ONLY) AND ANY OTHER
PERSONS ENTITLED TO PARTICIPATE IN SUCH
ISSUE OR OFFERING WHERE THE EQUITY
SECURITIES RESPECTIVELY ATTRIBUTABLE TO THE
INTERESTS OF SUCH HOLDERS AND PERSONS ARE
PROPORTIONATE (AS NEARLY AS MAY BE) TO THE
RESPECTIVE NUMBER OF EQUITY SECURITIES HELD
BY OR DEEMED TO BE HELD BY THEM ON THE
RECORD DATE OF SUCH ALLOTMENT, SUBJECT ONLY
TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS
THE DIRECTORS MAY CONSIDER NECESSARY OR
EXPEDIENT TO DEAL WITH FRACTIONAL
ENTITLEMENTS OR LEGAL OR PRACTICAL PROBLEMS
UNDER THE LAWS OR REQUIREMENTS OF ANY
RECOGNISED REGULATORY BODY OR STOCK
EXCHANGE IN ANY TERRITORY; AND 15.2 THE
ALLOTMENT (OTHERWISE THAN PURSUANT TO
PARAGRAPH 15.1 ABOVE) OF EQUITY SECURITIES
UP TO AN AGGREGATE NOMINAL VALUE NOT
EXCEEDING GBP 2,246,549; AND THIS POWER,
UNLESS RENEWED, SHALL EXPIRE AT THE END OF
THE NEXT ANNUAL GENERAL MEETING OF THE
COMPANY OR AT 6.00PM ON 8 DECEMBER 2021,
WHICHEVER IS SOONER, BUT SHALL EXTEND TO
THE MAKING, BEFORE SUCH EXPIRY, OF AN OFFER
OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE
EQUITY SECURITIES TO BE ALLOTTED AFTER SUCH
EXPIRY AND THE DIRECTORS MAY ALLOT EQUITY
SECURITIES IN PURSUANCE OF SUCH OFFER OR
AGREEMENT AS IF THE AUTHORITY CONFERRED
HEREBY HAD NOT EXPIRED
16 THAT, SUBJECT TO THE PASSING OF RESOLUTION Mgmt For For
14, THE DIRECTORS BE AUTHORISED IN ADDITION
TO ANY AUTHORITY GRANTED UNDER RESOLUTION
15 TO ALLOT EQUITY SECURITIES (AS DEFINED
IN SECTION 560 OF THE ACT) FOR CASH UNDER
THE AUTHORITY GIVEN BY RESOLUTION 14 AND/OR
TO SELL TREASURY SHARES FOR CASH AS IF
SECTION 561 OF THE ACT DID NOT APPLY TO ANY
SUCH ALLOTMENT OR SALE, SUCH AUTHORITY TO
BE: 16.1 LIMITED TO THE ALLOTMENT OF EQUITY
SECURITIES OR SALE OF TREASURY SHARES UP TO
A NOMINAL VALUE OF GBP 2,246,549; AND 16.2
USED ONLY FOR THE PURPOSE OF FINANCING (OR
REFINANCING, IF THE AUTHORITY IS TO BE USED
WITHIN SIX MONTHS OF THE ORIGINAL
TRANSACTION) A TRANSACTION WHICH THE
DIRECTORS DETERMINE TO BE AN ACQUISITION OR
OTHER CAPITAL INVESTMENT OF A KIND
CONTEMPLATED BY THE STATEMENT OF PRINCIPLES
ON DISAPPLYING PRE-EMPTION RIGHTS MOST
RECENTLY PUBLISHED BY THE PRE-EMPTION GROUP
PRIOR TO THE DATE OF THIS NOTICE, SUCH
AUTHORITY TO EXPIRE AT THE END OF THE NEXT
ANNUAL GENERAL MEETING OF THE COMPANY OR AT
6.00PM ON 8 DECEMBER 2021, WHICHEVER IS
SOONER, BUT, IN EACH CASE, PRIOR TO ITS
EXPIRY THE COMPANY MAY MAKE OFFERS, AND
ENTER INTO AGREEMENTS, WHICH WOULD, OR
MIGHT, REQUIRE EQUITY SECURITIES TO BE
ALLOTTED (AND TREASURY SHARES SOLD) AFTER
THE AUTHORITY EXPIRES AND THE DIRECTORS MAY
ALLOT EQUITY SECURITIES (AND SELL TREASURY
SHARES) UNDER ANY SUCH OFFER OR AGREEMENT
AS IF THE AUTHORITY HAD NOT EXPIRED
17 THAT THE COMPANY BE AND IS HEREBY GENERALLY Mgmt For For
AND UNCONDITIONALLY AUTHORISED FOR THE
PURPOSE OF SECTION 701 OF THE ACT TO MAKE
MARKET PURCHASES (AS DEFINED IN SECTION 693
OF THE ACT) OF ORDINARY SHARES OF 10P EACH
IN THE CAPITAL OF THE COMPANY ('ORDINARY
SHARES') PROVIDED THAT: 17.1 THE MAXIMUM
NUMBER OF ORDINARY SHARES HEREBY AUTHORISED
TO BE PURCHASED IS 67,351,544; 17.2 THE
MINIMUM PRICE (EXCLUSIVE OF EXPENSES) WHICH
MAY BE PAID FOR SUCH ORDINARY SHARES IS 10P
PER SHARE, BEING THE NOMINAL AMOUNT
THEREOF; 17.3 THE MAXIMUM PRICE (EXCLUSIVE
OF EXPENSES) WHICH MAY BE PAID FOR SUCH
ORDINARY SHARES SHALL BE AN AMOUNT EQUAL TO
THE HIGHER OF (I) 5% ABOVE THE AVERAGE OF
THE MIDDLE MARKET QUOTATIONS FOR SUCH
SHARES TAKEN FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST FOR THE FIVE BUSINESS
DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH
THE PURCHASE IS MADE AND (II) THE HIGHER OF
THE PRICE OF THE LAST INDEPENDENT TRADE OF
AN ORDINARY SHARE AND THE HIGHEST CURRENT
INDEPENDENT BID FOR AN ORDINARY SHARE AS
DERIVED FROM THE TRADING VENUE WHERE THE
PURCHASE IS CARRIED OUT; 17.4 THE AUTHORITY
HEREBY CONFERRED SHALL (UNLESS PREVIOUSLY
RENEWED OR REVOKED) EXPIRE AT THE END OF
THE NEXT ANNUAL GENERAL MEETING OF THE
COMPANY OR AT 6.00PM ON 8 DECEMBER 2021,
WHICHEVER IS SOONER; AND 17.5 THE COMPANY
MAY MAKE A CONTRACT TO PURCHASE ITS OWN
ORDINARY SHARES UNDER THE AUTHORITY
CONFERRED BY THIS RESOLUTION PRIOR TO THE
EXPIRY OF SUCH AUTHORITY, AND SUCH CONTRACT
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER THE EXPIRY OF SUCH AUTHORITY, AND THE
COMPANY MAY MAKE A PURCHASE OF ITS OWN
ORDINARY SHARES IN PURSUANCE OF ANY SUCH
CONTRACT
18 THAT A GENERAL MEETING OTHER THAN AN ANNUAL Mgmt For For
GENERAL MEETING MAY BE CALLED ON NOT LESS
THAN 14 CLEAR DAYS' NOTICE
19 THAT THE CAPITAL OF THE COMPANY BE REDUCED Mgmt For For
BY CANCELLING AND EXTINGUISHING ALL OF THE
2,840,000 ORDINARY SHARES OF 10P EACH
PURPORTEDLY PURCHASED BY THE COMPANY
BETWEEN 5 FEBRUARY 2020 AND 18 MARCH 2020,
AS FURTHER DESCRIBED ON PAGE 103 OF THE
ANNUAL ACCOUNTS OF THE COMPANY FOR THE YEAR
ENDED 30 APRIL 2020
--------------------------------------------------------------------------------------------------------------------------
AXIS BANK LTD Agenda Number: 712915959
--------------------------------------------------------------------------------------------------------------------------
Security: Y0487S137
Meeting Type: AGM
Meeting Date: 31-Jul-2020
Ticker:
ISIN: INE238A01034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE, CONSIDER AND ADOPT: A. THE Mgmt For For
AUDITED STANDALONE FINANCIAL STATEMENTS OF
THE BANK, FOR THE FINANCIAL YEAR ENDED 31ST
MARCH 2020 AND THE REPORTS OF THE
DIRECTORS' AND THE AUDITORS' THEREON; AND
B. THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS, FOR THE FINANCIAL YEAR ENDED
31ST MARCH 2020 AND THE REPORT OF THE
AUDITORS' THEREON
2 TO APPOINT A DIRECTOR IN PLACE OF SHRI B. Mgmt Against Against
BABURAO (DIN 00425793), WHO RETIRES BY
ROTATION AND BEING ELIGIBLE, HAS OFFERED
HIMSELF FOR RE-APPOINTMENT
3 "RESOLVED THAT PURSUANT TO THE PROVISIONS Mgmt For For
OF SECTIONS 149, 152, SCHEDULE IV AND OTHER
APPLICABLE PROVISIONS, IF ANY, OF THE
COMPANIES ACT, 2013 READ WITH THE RELEVANT
RULES MADE THEREUNDER (THE "ACT"), THE
APPLICABLE PROVISIONS OF REGULATION 17 OF
THE SECURITIES AND EXCHANGE BOARD OF INDIA
(LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015 (THE "SEBI
LISTING REGULATIONS"), SECTION 10A(2A) AND
OTHER RELEVANT PROVISIONS OF THE BANKING
REGULATION ACT, 1949, AND THE RULES,
GUIDELINES AND CIRCULARS ISSUED BY THE
RESERVE BANK OF INDIA (THE "RBI"), IN THIS
REGARD, FROM TIME TO TIME AND ANY OTHER
APPLICABLE LAWS (INCLUDING ANY STATUTORY
AMENDMENT(S), MODIFICATION(S), VARIATION(S)
OR RE-ENACTMENT(S) THERETO, FOR THE TIME
BEING IN FORCE), THE PROVISIONS OF THE
ARTICLES OF ASSOCIATION OF AXIS BANK
LIMITED (THE "BANK") AND PURSUANT TO THE
RECOMMENDATION OF THE NOMINATION AND
REMUNERATION COMMITTEE AND THE BOARD OF
DIRECTORS OF THE BANK, SHRI RAKESH MAKHIJA
(DIN 00117692) WHOSE FIRST TERM AS AN
INDEPENDENT DIRECTOR OF THE BANK IS DUE TO
EXPIRE ON 26TH OCTOBER 2020 AND WHO MEETS
THE CRITERIA OF INDEPENDENCE AS PRESCRIBED
UNDER THE PROVISIONS OF SECTION 149(6) OF
THE ACT AND REGULATION 16(1)(B) OF THE SEBI
LISTING REGULATIONS AND WHO IS ELIGIBLE TO
BE RE-APPOINTED AS AN INDEPENDENT DIRECTOR
OF THE BANK, BE AND IS HEREBY RE-APPOINTED
AS AN INDEPENDENT DIRECTOR OF THE BANK FOR
HIS SECOND TERM OF THREE YEARS, WITH EFFECT
FROM 27TH OCTOBER 2020 UP TO 26TH OCTOBER
2023 (BOTH DAYS INCLUSIVE), BEING THE
PERIOD UP TO WHICH HE CAN CONTINUE AS A
DIRECTOR OF THE BANK, UNDER THE PROVISIONS
OF SECTION 10A(2A) OF THE BANKING
REGULATION ACT, 1949 AND THAT DURING HIS
TENURE AS AN INDEPENDENT DIRECTOR OF THE
BANK, SHRI RAKESH MAKHIJA SHALL NOT BE
LIABLE TO RETIRE BY ROTATION, IN TERMS OF
SECTION 149(13) OF THE ACT." "RESOLVED
FURTHER THAT THE DIRECTOR(S)/OFFICER(S) OF
THE BANK BE AND ARE HEREBY SEVERALLY
AUTHORIZED TO EXECUTE ALL SUCH AGREEMENTS,
DOCUMENTS, INSTRUMENTS AND WRITINGS AS
DEEMED NECESSARY, TO FILE REQUISITE FORMS
OR APPLICATIONS WITH STATUTORY/REGULATORY
AUTHORITIES, WITH POWER TO SETTLE ALL
QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY
ARISE IN THIS REGARD, AS HE/SHE MAY IN
HIS/HER SOLE AND ABSOLUTE DISCRETION DEEM
FIT AND TO DO ALL SUCH ACTS, DEEDS, MATTERS
AND THINGS AS MAY BE CONSIDERED NECESSARY
AND APPROPRIATE AND TO DELEGATE ALL OR ANY
OF ITS POWERS HEREIN CONFERRED TO ANY OTHER
DIRECTOR(S)/ OFFICER(S) OF THE BANK, TO
GIVE EFFECT TO THIS RESOLUTION
4 "RESOLVED THAT PURSUANT TO THE RELEVANT Mgmt Against Against
PROVISIONS OF SECTION 152 AND ALL OTHER
APPLICABLE PROVISIONS OF THE COMPANIES ACT,
2013, READ WITH THE RELEVANT RULES MADE
THEREUNDER (THE "ACT"), APPLICABLE
PROVISIONS OF THE SECURITIES AND EXCHANGE
BOARD OF INDIA (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
(THE "SEBI LISTING REGULATIONS"), SECTION
10A (2A) AND ALL OTHER APPLICABLE
PROVISIONS OF THE BANKING REGULATION ACT,
1949 AND THE RULES, GUIDELINES AND
CIRCULARS ISSUED BY THE RESERVE BANK OF
INDIA ("RBI"), IN THIS REGARD, FROM TIME TO
TIME, AND ANY OTHER APPLICABLE LAWS
(INCLUDING ANY STATUTORY AMENDMENT(S),
MODIFICATION(S), VARIATION(S) OR
RE-ENACTMENT(S) THEREOF, FOR THE TIME BEING
IN FORCE) AND THE PROVISIONS OF THE
ARTICLES OF ASSOCIATION OF AXIS BANK
LIMITED (THE "BANK") AND PURSUANT TO THE
RECOMMENDATION OF THE NOMINATION AND
REMUNERATION COMMITTEE AND THE BOARD OF
DIRECTORS OF THE BANK, APPROVAL OF THE
MEMBERS OF THE BANK BE AND IS HEREBY
ACCORDED TO THE APPOINTMENT OF SHRI T.C.
SUSEEL KUMAR (DIN 06453310), WHO WAS
APPOINTED AS AN ADDITIONAL NON-EXECUTIVE
(NOMINEE) DIRECTOR OF THE BANK, PURSUANT TO
THE NOMINATION RECEIVED FROM LIFE INSURANCE
CORPORATION OF INDIA, PROMOTER OF THE BANK,
IN TERMS OF ARTICLE 90 OF THE ARTICLES OF
ASSOCIATION OF THE BANK, WITH EFFECT FROM
1ST JULY 2020 AND WHO HOLDS OFFICE AS SUCH
UP TO THE DATE OF THIS ANNUAL GENERAL
MEETING, AS THE NON-EXECUTIVE (NOMINEE)
DIRECTOR OF THE BANK AND THAT DURING HIS
TENURE AS THE NON-EXECUTIVE (NOMINEE)
DIRECTOR OF THE BANK, SHRI T. C. SUSEEL
KUMAR SHALL BE LIABLE TO RETIRE BY
ROTATION, IN TERMS OF SECTION 152 OF THE
ACT." "RESOLVED FURTHER THAT THE
DIRECTOR(S)/OFFICER(S) OF THE BANK BE AND
ARE HEREBY SEVERALLY AUTHORIZED TO EXECUTE
ALL SUCH AGREEMENTS, DOCUMENTS, INSTRUMENTS
AND WRITINGS AS DEEMED NECESSARY, TO FILE
REQUISITE FORMS OR APPLICATIONS WITH
STATUTORY/REGULATORY AUTHORITIES, WITH
POWER TO SETTLE ALL QUESTIONS, DIFFICULTIES
OR DOUBTS THAT MAY ARISE IN THIS REGARD, AS
HE/SHE MAY IN HIS/HER SOLE AND ABSOLUTE
DISCRETION DEEM FIT AND TO DO ALL SUCH
ACTS, DEEDS, MATTERS AND THINGS AS MAY BE
CONSIDERED NECESSARY AND APPROPRIATE AND TO
DELEGATE ALL OR ANY OF ITS POWERS HEREIN
CONFERRED TO ANY OTHER DIRECTOR(S)/
OFFICER(S) OF THE BANK, TO GIVE EFFECT TO
THIS RESOLUTION
5 "RESOLVED THAT PURSUANT TO THE RELEVANT Mgmt For For
PROVISIONS OF SECTION 42 AND OTHER
APPLICABLE PROVISIONS, IF ANY, OF THE
COMPANIES ACT, 2013, READ WITH THE RELEVANT
RULES MADE THEREUNDER (THE "ACT"), THE
RELEVANT PROVISIONS OF THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE AND LISTING
OF DEBT SECURITIES) REGULATIONS, 2008 (THE
"SEBI ILDS REGULATIONS"), THE SECURITIES
AND EXCHANGE BOARD OF INDIA (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015 (THE "SEBI LISTING
REGULATIONS"), THE APPLICABLE PROVISIONS OF
THE BANKING REGULATION ACT, 1949, AND THE
RULES, GUIDELINES AND CIRCULARS ISSUED BY
THE RESERVE BANK OF INDIA ("RBI") AND/OR
THE SECURITIES AND EXCHANGE BOARD OF INDIA
(THE "SEBI"), IN THIS REGARD, FROM TIME TO
TIME, AND ANY OTHER APPLICABLE LAWS
(INCLUDING ANY STATUTORY AMENDMENT(S),
MODIFICATION(S), VARIATION(S) OR
RE-ENACTMENT(S) THERETO, FOR THE TIME BEING
IN FORCE) AND THE RELEVANT PROVISIONS OF
THE MEMORANDUM OF ASSOCIATION AND THE
ARTICLES OF ASSOCIATION OF AXIS BANK
LIMITED (THE "BANK") AND SUBJECT TO RECEIPT
OF SUCH APPROVAL(S), CONSENT(S),
PERMISSION(S) AND SANCTION(S) AS MAY BE
NECESSARY FROM THE CONCERNED STATUTORY OR
REGULATORY AUTHORITY(IES), APPROVAL OF THE
MEMBERS OF THE BANK BE AND IS HEREBY
ACCORDED FOR BORROWING/RAISING OF FUNDS
DENOMINATED IN INDIAN RUPEES OR ANY OTHER
PERMITTED FOREIGN CURRENCY, BY ISSUE OF
DEBT SECURITIES INCLUDING, BUT NOT LIMITED
TO, LONG TERM BONDS, GREEN BONDS, MASALA
BONDS, OPTIONALLY/COMPULSORILY CONVERTIBLE
DEBENTURES, NON-CONVERTIBLE DEBENTURES,
PERPETUAL DEBT INSTRUMENTS, AT 1 BONDS,
INFRASTRUCTURE BONDS AND TIER II CAPITAL
BONDS OR SUCH OTHER DEBT SECURITIES AS MAY
BE PERMITTED UNDER THE RBI GUIDELINES, FROM
TIME TO TIME, ON A PRIVATE PLACEMENT BASIS
AND/OR FOR MAKING OFFERS AND/OR INVITATIONS
THEREOF, AND/OR ISSUE(S)/ISSUANCES THEREOF,
ON A PRIVATE PLACEMENT BASIS, FOR A PERIOD
OF ONE (1) YEAR FROM THE DATE HEREOF, IN
ONE (1) OR MORE TRANCHES AND/OR SERIES AND/
OR UNDER ONE (1) OR MORE SHELF DISCLOSURE
DOCUMENTS AND/ OR ONE (1) OR MORE LETTERS
OF OFFER, AND ON SUCH TERMS AND CONDITIONS
FOR EACH SERIES/TRANCHES, INCLUDING THE
PRICE, COUPON, PREMIUM, DISCOUNT, TENOR
ETC. AS DEEMED FIT BY THE BOARD OF
DIRECTORS OF THE BANK (HEREINAFTER REFERRED
TO AS THE "BOARD", WHICH TERM SHALL BE
DEEMED TO INCLUDE ANY COMMITTEE(S)
CONSTITUTED/TO BE CONSTITUTED BY THE BOARD
TO EXERCISE ITS POWERS, INCLUDING THE
POWERS CONFERRED BY THIS RESOLUTION), AS
PER THE STRUCTURE AND WITHIN THE LIMITS
PERMITTED BY THE RBI, UPTO AN AMOUNT OF INR
35,000 CRORES (RUPEES THIRTY FIVE THOUSAND
CRORES ONLY) IN DOMESTIC AND/OR OVERSEAS
MARKETS WITHIN THE OVERALL BORROWING LIMITS
OF THE BANK." "RESOLVED FURTHER THAT THE
DIRECTOR(S)/OFFICER(S) OF THE BANK BE AND
ARE HEREBY SEVERALLY AUTHORIZED TO EXECUTE
ALL SUCH AGREEMENTS, DOCUMENTS, INSTRUMENTS
AND WRITINGS AS DEEMED NECESSARY, FILE
REQUISITE FORMS OR APPLICATIONS WITH
STATUTORY/REGULATORY AUTHORITIES, WITH THE
POWER TO SETTLE ALL QUESTIONS, DIFFICULTIES
OR DOUBTS THAT MAY ARISE, IN THIS EGARD, AS
HE/SHE MAY IN ITS SOLE AND ABSOLUTE
DISCRETION DEEM FIT AND TO DO ALL SUCH
ACTS, DEEDS, MATTERS AND THINGS AS MAY BE
CONSIDERED NECESSARY AND APPROPRIATE AND TO
DELEGATE ALL OR ANY OF ITS POWERS HEREIN
CONFERRED TO ANY OTHER
DIRECTOR(S)/OFFICER(S) OF THE BANK, TO GIVE
EFFECT TO THIS RESOLUTION
6 RESOLVED THAT PURSUANT TO THE PROVISIONS OF Mgmt For For
SECTIONS 23, 41, 42 AND 62 (1) (C) AND
OTHER RELEVANT PROVISIONS, IF ANY, OF THE
COMPANIES ACT, 2013, AS AMENDED, AND THE
RELEVANT RULES NOTIFIED THEREUNDER,
INCLUDING THE COMPANIES (PROSPECTUS AND
ALLOTMENT OF SECURITIES) RULES, 2014
(INCLUDING ANY STATUTORY AMENDMENT(S),
MODIFICATION(S), VARIATION(S) OR
RE-ENACTMENT(S) THERETO, FOR THE TIME BEING
IN FORCE) (THE "ACT"), THE RELEVANT
PROVISIONS OF THE BANKING REGULATION ACT,
1949, AND THE RULES, GUIDELINES AND
CIRCULARS ISSUED BY THE RESERVE BANK OF
INDIA (THE "RBI") IN THIS REGARD, FROM TIME
TO TIME, THE PROVISIONS OF THE FOREIGN
EXCHANGE MANAGEMENT ACT, 1999, AS AMENDED,
AND THE RULES AND REGULATIONS NOTIFIED
THEREUNDER (THE "FEMA"), THE FOREIGN
EXCHANGE MANAGEMENT (NON-DEBT INSTRUMENTS)
RULES, 2019, AS AMENDED, THE CURRENT
CONSOLIDATED FDI POLICY ISSUED BY THE
DEPARTMENT OF INDUSTRIAL POLICY AND
PROMOTION, MINISTRY OF COMMERCE AND
INDUSTRY, GOVERNMENT OF INDIA (THE "GOI"),
AS AMENDED, FROM TIME TO TIME, THE MASTER
DIRECTIONS - ISSUE AND PRICING OF SHARES BY
PRIVATE SECTOR BANKS, DIRECTIONS, 2016, THE
MASTER DIRECTIONS - OWNERSHIP IN PRIVATE
SECTOR BANKS, DIRECTIONS, 2016, THE RULES,
THE REGULATIONS, GUIDELINES, NOTIFICATIONS
AND CIRCULARS, IF ANY, PRESCRIBED BY THE
GOI, THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018, AS AMENDED
(THE "SEBI ICDR REGULATIONS"), THE ISSUE OF
FOREIGN CURRENCY CONVERTIBLE BONDS AND
ORDINARY SHARES (THROUGH DEPOSITORY RECEIPT
MECHANISM) SCHEME, 1993, THE DEPOSITORY
RECEIPT SCHEME, 2014, THE SECURITIES AND
EXCHANGE BOARD OF INDIA (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015, (THE "SEBI LISTING
REGULATIONS"), AS AMENDED, AND SUBJECT TO
SUCH OTHER APPLICABLE RULES, REGULATIONS,
CIRCULARS, NOTIFICATIONS, CLARIFICATIONS
AND GUIDELINES ISSUED THEREON, FROM TIME TO
TIME, BY THE GOI, THE MINISTRY OF CORPORATE
AFFAIRS (THE "MCA"), THE RBI, THE
SECURITIES AND EXCHANGE BOARD OF INDIA (THE
"SEBI") AND THE STOCK EXCHANGES WHERE THE
EQUITY SHARES OF INR 2/- EACH OF THE BANK
(AS DEFINED HEREAFTER) ("EQUITY SHARES")
ARE LISTED AND THE ENABLING PROVISIONS OF
THE MEMORANDUM OF ASSOCIATION AND THE
ARTICLES OF ASSOCIATION OF AXIS BANK
LIMITED (THE "BANK") AND SUBJECT TO RECEIPT
OF REQUISITE APPROVALS, CONSENTS,
PERMISSIONS AND/ OR SANCTIONS, IF ANY, FROM
ANY OTHER APPROPRIATE GOVERNMENTAL/
STATUTORY/ REGULATORY AUTHORITIES AND
SUBJECT TO SUCH OTHER CONDITIONS AND
MODIFICATIONS AS MAY BE PRESCRIBED,
STIPULATED OR IMPOSED UPON BY ANY OF THE
SAID GOVERNMENTAL/ STATUTORY/ REGULATORY
AUTHORITIES, WHILE GRANTING SUCH APPROVALS,
CONSENTS, PERMISSIONS, AND/OR SANCTIONS,
WHICH MAY BE AGREED TO BY THE BOARD OF
DIRECTORS OF THE BANK (THE "BOARD", WHICH
TERM SHALL BE DEEMED TO INCLUDE ANY
COMMITTEE(S) OF DIRECTORS CONSTITUTED/ TO
BE CONSTITUTED BY THE BOARD, FROM TIME TO
TIME, TO EXERCISE ITS POWERS CONFERRED
HEREIN (THE "COMMITTEE")), CONSENT,
AUTHORITY AND APPROVAL OF THE MEMBERS OF
THE BANK BE AND IS HEREBY ACCORDED TO THE
BOARD TO CREATE, OFFER, ISSUE AND ALLOT
(INCLUDING WITH PROVISIONS FOR RESERVATION
ON FIRM AND/OR ON COMPETITIVE BASIS, OF
SUCH PART OF ISSUE AND FOR SUCH CATEGORIES
OF PERSONS AS MAY BE PERMITTED), WITH OR
WITHOUT GREEN SHOE OPTION, SUCH NUMBER OF
EQUITY SHARES, AND/OR EQUITY SHARES THROUGH
DEPOSITORY RECEIPTS, AND/OR SECURITIES
CONVERTIBLE INTO EQUITY SHARES AT THE
OPTION OF THE BANK AND/ OR THE HOLDERS OF
SUCH SECURITIES, AND/ OR SECURITIES LINKED
TO EQUITY SHARES, AND/OR ANY OTHER
INSTRUMENT OR SECURITIES REPRESENTING
EQUITY SHARES AND/ OR CONVERTIBLE
SECURITIES LINKED TO EQUITY SHARES (ALL OF
WHICH ARE HEREINAFTER COLLECTIVELY REFERRED
TO AS "SECURITIES") OR ANY COMBINATION OF
SECURITIES, IN ONE OR MORE TRANCHES,
WHETHER RUPEE DENOMINATED OR DENOMINATED IN
ONE OR MORE FOREIGN CURRENCY(IES), IN THE
COURSE OF INTERNATIONAL AND/ OR DOMESTIC
OFFERING(S) IN ONE OR MORE FOREIGN MARKETS
AND/OR DOMESTIC MARKET, OF PRIVATE
OFFERINGS AND/OR PREFERENTIAL ALLOTMENT
AND/OR QUALIFIED INSTITUTIONS PLACEMENT OR
ANY COMBINATION THEREOF, THROUGH ISSUE OF
PLACEMENT DOCUMENT OR OTHER PERMISSIBLE/
REQUISITE OFFER DOCUMENT TO ANY ELIGIBLE
PERSON, INCLUDING QUALIFIED INSTITUTIONAL
BUYERS, IN ACCORDANCE WITH CHAPTER VI OF
THE SEBI ICDR REGULATIONS, FOREIGN/
RESIDENT INVESTORS (WHETHER INSTITUTIONS,
INCORPORATED BODIES, MUTUAL FUNDS,
INDIVIDUALS OR OTHERWISE), VENTURE CAPITAL
FUNDS (FOREIGN OR INDIAN), ALTERNATE
INVESTMENT FUNDS, FOREIGN PORTFOLIO
INVESTORS OTHER THAN INDIVIDUALS, CORPORATE
BODIES AND FAMILY OFFICES, QUALIFIED
FOREIGN INVESTORS, INDIAN AND/ OR
MULTILATERAL FINANCIAL INSTITUTIONS, MUTUAL
FUNDS, NON-RESIDENT INDIANS, STABILIZING
AGENTS, PENSION FUNDS AND/OR ANY OTHER
CATEGORIES OF INVESTORS, WHETHER THEY BE
HOLDERS OF EQUITY SHARES OF THE BANK OR NOT
(COLLECTIVELY CALLED THE "INVESTORS") AS
MAY BE DECIDED BY THE BOARD, AT ITS SOLE
AND ABSOLUTE DISCRETION AND PERMITTED UNDER
THE APPLICABLE LAWS AND REGULATIONS, IN ONE
OR MORE TRANCHES, FOR AN AGGREGATE AMOUNT
NOT EXCEEDING INR 15,000 CRORES (RUPEES
FIFTEEN THOUSAND CRORES) OR AN EQUIVALENT
AMOUNT THEREOF (INCLUSIVE OF SUCH PREMIUM
AS MAY BE FIXED ON SUCH SECURITIES) (THE
"OFFERING") BY OFFERING THE SECURITIES AT
SUCH TIME OR TIMES, AT SUCH PRICE OR
PRICES, AT A DISCOUNT OR PREMIUM TO MARKET
PRICE OR AT PRICES AS PERMITTED UNDER THE
APPLICABLE LAWS, IN SUCH MANNER AND ON SUCH
TERMS AND CONDITIONS INCLUDING SECURITY,
RATE OF INTEREST ETC. AS MAY BE DEEMED
APPROPRIATE BY THE BOARD AT ITS SOLE AND
ABSOLUTE DISCRETION, INCLUDING THE
DISCRETION, TO DETERMINE THE CATEGORIES OF
INVESTORS TO WHOM THE OFFER, ISSUE AND
ALLOTMENT SHALL BE MADE TO THE EXCLUSION OF
OTHER CATEGORIES OF INVESTORS AT THE TIME
OF SUCH OFFER, ISSUE AND ALLOTMENT OF
EQUITY SHARES OF INR 2/- EACH OF THE BANK,
CONSIDERING THE PREVAILING MARKET
CONDITIONS AND OTHER RELEVANT FACTORS AND
WHEREVER NECESSARY IN CONSULTATION WITH
LEAD MANAGER(S) AND/OR UNDERWRITER(S)
AND/OR OTHER ADVISOR(S) AS THE BOARD MAY AT
ITS SOLE AND ABSOLUTE DISCRETION DEEM FIT
AND APPROPRIATE. " "RESOLVED FURTHER THAT
IN CASE OF ISSUANCE OF SECURITIES BY WAY OF
A QUALIFIED INSTITUTIONS PLACEMENTS
("QIP"), UNDER CHAPTER VI OF THE SEBI ICDR
REGULATIONS (THE "ELIGIBLE SECURITIES"): A.
THE PRICE OF THE ELIGIBLE SECURITIES SHALL
NOT BE LESS THAN THE PRICE AS MAY BE
DETERMINED, IN ACCORDANCE WITH THE PRICING
FORMULA PRESCRIBED UNDER PART IV OF CHAPTER
VI OF THE SEBI ICDR REGULATIONS. B. THE
BOARD MAY AT ITS SOLE AND ABSOLUTE
DISCRETION, ISSUE ELIGIBLE SECURITIES AT A
DISCOUNT OF NOT MORE THAN FIVE PER CENT
(5%) ON THE PRICE SO CALCULATED OR SUCH
OTHER DISCOUNT AS MAY BE PERMITTED TO THE
'FLOOR PRICE' AS MAY BE DETERMINED, IN
ACCORDANCE WITH THE PRICING FORMULA
PRESCRIBED UNDER PART IV OF CHAPTER VI OF
THE SEBI ICDR REGULATIONS. C. THE RELEVANT
DATE FOR DETERMINATION OF THE PRICE OF THE
EQUITY SHARES SHALL BE THE DATE OF THE
MEETING AT WHICH THE BOARD (WHICH TERM
SHALL BE DEEMED TO INCLUDE ANY COMMITTEE
THEREOF), DECIDES TO OPEN THE PROPOSED QIP,
IN TERMS OF THE PROVISIONS OF THE ACT, THE
SEBI ICDR REGULATIONS AND OTHER APPLICABLE
LAWS, RULES AND REGULATIONS. D. IN CASE
CONVERTIBLE SECURITIES ARE ISSUED TO
QUALIFIED INSTITUTIONAL BUYERS ("QIB")
UNDER CHAPTER VI OF THE SEBI ICDR
REGULATIONS, THE RELEVANT DATE FOR THE
PURPOSE OF PRICING OF SUCH SECURITIES SHALL
BE EITHER THE DATE OF THE MEETING AT WHICH
THE BOARD DECIDES TO OPEN THE PROPOSED QIP
OF SUCH CONVERTIBLE SECURITIES OR THE DATE
ON WHICH THE HOLDERS OF SUCH CONVERTIBLE
SECURITIES BECOME ENTITLED TO APPLY FOR THE
EQUITY SHARES, IN TERMS OF THE PROVISIONS
OF THE ACT, THE SEBI ICDR REGULATIONS AND
OTHER APPLICABLE LAWS, RULES AND
REGULATIONS. E. THE ALLOTMENT OF EQUITY
SHARES TO EACH QIB IN THE PROPOSED QIP
ISSUE SHALL NOT EXCEED FIVE PER CENT (5%)
OF THE POST ISSUED AND PAID UP CAPITAL OF
THE BANK OR SUCH OTHER LIMIT(S) AS MAY BE
PRESCRIBED UNDER THE APPLICABLE LAWS. F.
THE ALLOTMENT OF ELIGIBLE SECURITIES OR ANY
COMBINATION OF ELIGIBLE SECURITIES AS MAY
BE DECIDED BY THE BOARD TO THE EACH QIBS
SHALL BE FULLY PAID-UP AND THE ALLOTMENT OF
CONT CONTD SCHEME 1993, THE DEPOSITORY RECEIPT Non-Voting
SCHEME, 2014 AND OTHER APPLICABLE PRICING
PROVISIONS ISSUED BY THE MINISTRY OF
FINANCE. " "RESOLVED FURTHER THAT THE BANK
AND/OR ANY AGENCY OR BODY OR PERSON
AUTHORISED BY THE BOARD MAY ISSUE
DEPOSITORY RECEIPTS REPRESENTING THE
UNDERLYING EQUITY SHARES IN THE CAPITAL OF
THE BANK OR SUCH OTHER SECURITIES IN
NEGOTIABLE, REGISTERED OR BEARER FORM, WITH
SUCH FEATURES AND ATTRIBUTES AS MAY BE
REQUIRED AND TO PROVIDE FOR THE TRADABILITY
AND FREE TRANSFERABILITY THEREOF AS PER
PREVALENT MARKET PRACTICES AND REGULATIONS
(INCLUDING LISTING ON ONE OR MORE STOCK
EXCHANGE(S) IN OR OUTSIDE INDIA)."
"RESOLVED FURTHER THAT WITHOUT PREJUDICE TO
THE GENERALITY OF THE ABOVE, SUBJECT TO
APPLICABLE LAWS AND SUBJECT TO APPROVALS,
CONSENTS, PERMISSIONS, IF ANY, OF ANY
GOVERNMENTAL/ STATUTORY/ REGULATORY
AUTHORITY INCLUDING ANY CONDITIONS AS MAY
BE PRESCRIBED IN GRANTING SUCH APPROVALS OR
PERMISSIONS BY SUCH GOVERNMENTAL/
STATUTORY/ REGULATORY AUTHORITY, THE
AFORESAID ISSUE OF SECURITIES MAY HAVE ALL
OR ANY TERMS OR COMBINATION OF TERMS, IN
ACCORDANCE WITH PREVALENT MARKET PRACTICES
OR AS THE BOARD MAY AT ITS SOLE AND
ABSOLUTE DISCRETION DEEM FIT, INCLUDING BUT
NOT LIMITED TO THE TERMS AND CONDITIONS,
RELATING TO PAYMENT OF DIVIDEND, PREMIUM ON
REDEMPTION AT THE OPTION OF THE BANK AND/OR
HOLDERS OF ANY SECURITIES, OR VARIATION OF
THE PRICE OR PERIOD OF CONVERSION OF
SECURITIES INTO EQUITY SHARES OR ISSUE OF
EQUITY SHARES DURING THE PERIOD OF THE
SECURITIES OR TERMS PERTAINING TO VOTING
RIGHTS OR OPTION(S) FOR EARLY REDEMPTION OF
SECURITIES." "RESOLVED FURTHER THAT THE
BOARD BE AND IS HEREBY AUTHORISED TO
CREATE, ISSUE, OFFER AND ALLOT SUCH NUMBER
OF EQUITY SHARES AS MAY BE REQUIRED TO BE
ISSUED AND ALLOTTED, INCLUDING ISSUE AND
ALLOTMENT OF EQUITY SHARES UPON CONVERSION
OF ANY DEPOSITORY RECEIPTS OR OTHER
SECURITIES REFERRED TO ABOVE OR AS MAY BE
NECESSARY IN ACCORDANCE WITH THE TERMS OF
THE OFFER AND THAT ALL SUCH EQUITY SHARES
SHALL RANK PARI-PASSU INTER SE AND WITH THE
THEN EXISTING EQUITY SHARES OF THE BANK IN
ALL RESPECTS, INCLUDING DIVIDEND AND SHALL
BE SUBJECT TO THE PROVISIONS OF THE
MEMORANDUM OF ASSOCIATION AND THE ARTICLES
OF ASSOCIATION OF THE BANK." "RESOLVED
FURTHER THAT FOR THE PURPOSE OF GIVING
EFFECT TO THE RESOLUTIONS DESCRIBED ABOVE,
THE BOARD OR THE COMMITTEE DULY AUTHORISED
BY THE BOARD, IN THIS REGARD, BE AND IS
HEREBY AUTHORISED FOR AND ON BEHALF OF THE
BANK TO DO ALL SUCH ACTS, DEEDS, MATTERS
AND THINGS INCLUDING BUT NOT LIMITED TO
FINALISATION AND APPROVAL OF THE RELEVANT
OFFERING DOCUMENTS, DETERMINING THE FORM
AND MANNER OF THE ISSUE, THE NATURE AND
NUMBER OF SECURITIES TO BE ALLOTTED, TIMING
OF OFFERING, DETERMINATION OF PERSON(S) TO
WHOM THE SECURITIES WILL BE OFFERED AND
ALLOTTED, IN ACCORDANCE WITH APPLICABLE
LAWS, THE ISSUE PRICE, FACE VALUE,
DISCOUNTS PERMITTED UNDER APPLICABLE LAWS
(NOW OR HEREAFTER), PREMIUM AMOUNT ON
ISSUE/ CONVERSION OF THE SECURITIES, IF
ANY, RATE OF INTEREST, EXECUTION OF VARIOUS
AGREEMENTS, DEEDS, INSTRUMENTS AND OTHER
DOCUMENTS, AS IT MAY AT ITS SOLE AND
ABSOLUTE DISCRETION DEEM FIT, NECESSARY,
PROPER OR APPROPRIATE, AND TO GIVE
INSTRUCTIONS OR DIRECTIONS AND TO SETTLE
ALL QUESTIONS, DIFFICULTIES OR DOUBTS THAT
MAY ARISE WITH REGARD TO THE ISSUE, OFFER
OR ALLOTMENT OF SECURITIES (INCLUDING IN
RELATION TO ISSUE OF SUCH SECURITIES IN ONE
OR MORE TRANCHES FROM TIME TO TIME) AND
UTILISATION OF THE ISSUE PROCEEDS AND TO
ACCEPT AND TO GIVE EFFECT TO SUCH
MODIFICATIONS, CHANGES, VARIATIONS,
ALTERATIONS, DELETIONS, ADDITIONS AS
REGARDS THE TERMS AND CONDITIONS AS MAY BE
REQUIRED BY THE SEBI, THE REGISTRAR OF
COMPANIES, THE LEAD MANAGER(S), OR OTHER
AUTHORITIES OR AGENCIES INVOLVED IN OR
CONCERNED WITH THE ISSUE OF SECURITIES AND
AS THE BOARD OR THE COMMITTEE DULY
AUTHORISED BY THE BOARD, IN THIS REGARD,
MAY AT ITS SOLE AND ABSOLUTE DISCRETION
DEEM FIT AND APPROPRIATE IN THE BEST
INTEREST OF THE BANK, WITHOUT BEING
REQUIRED TO SEEK ANY FURTHER CONSENT OR
APPROVAL OF THE MEMBERS OF THE BANK OR
OTHERWISE AND THAT ALL OR ANY OF THE POWERS
CONFERRED HEREIN ON THE BANK AND THE BOARD
PURSUANT TO THIS SPECIAL RESOLUTION MAY BE
EXERCISED BY THE BOARD OR THE COMMITTEE
DULY AUTHORISED BY THE BOARD, IN THIS
REGARD, TO THE END AND INTENT THAT THE
MEMBERS SHALL BE DEEMED TO HAVE GIVEN THEIR
APPROVAL THERETO EXPRESSLY BY THE AUTHORITY
OF THIS SPECIAL RESOLUTION, AND ALL ACTIONS
TAKEN BY THE BOARD OR THE COMMITTEE DULY
AUTHORISED BY THE BOARD, IN THIS REGARD, TO
EXERCISE ITS POWERS, IN CONNECTION WITH ANY
MATTER(S) REFERRED TO OR CONTEMPLATED IN
ANY OF THE FOREGOING RESOLUTIONS BE AND ARE
HEREBY APPROVED, RATIFIED AND CONFIRMED, IN
ALL RESPECTS." "RESOLVED FURTHER THAT THE
BOARD OR THE COMMITTEE DULY AUTHORISED BY
THE BOARD, IN THIS REGARD, BE AND IS HEREBY
AUTHORISED TO ENGAGE/ APPOINT LEAD
MANAGERS, UNDERWRITERS, DEPOSITORIES,
CUSTODIANS, REGISTRARS, STABILISING AGENTS,
TRUSTEES, BANKERS, LAWYERS, ADVISORS AND
ALL SUCH AGENCIES AS MAY BE INVOLVED OR
CONCERNED IN SUCH OFFERINGS OF SECURITIES
AND TO REMUNERATE THEM BY WAY OF
COMMISSION, BROKERAGE, FEES OR THE LIKE AND
ALSO TO REIMBURSE THEM OUT OF POCKET
EXPENSES AND ALSO TO ENTER INTO AND EXECUTE
ALL SUCH ARRANGEMENTS, AGREEMENTS,
MEMORANDA, DOCUMENTS ETC. WITH SUCH
AGENCIES." "RESOLVED FURTHER THAT FOR THE
PURPOSE OF GIVING EFFECT TO THE ABOVE
RESOLUTIONS, THE BOARD OR THE COMMITTEE
DULY AUTHORISED BY THE BOARD, IN THIS
REGARD, BE AND IS HEREBY AUTHORIZED FOR AND
ON BEHALF OF THE BANK TO NEGOTIATE, MODIFY,
SIGN, EXECUTE, REGISTER, DELIVER INCLUDING
SIGN ANY DECLARATIONS OR NOTICE REQUIRED IN
CONNECTION WITH THE PRIVATE PLACEMENT OFFER
LETTER, INFORMATION MEMORANDUM, THE DRAFT
OFFER DOCUMENT, OFFER LETTER, OFFER
DOCUMENT, OFFER CIRCULAR OR PLACEMENT
DOCUMENT FOR ISSUE OF THE SECURITIES, TERM
SHEET, ISSUE AGREEMENT, REGISTRAR
AGREEMENT, ESCROW AGREEMENT, UNDERWRITING
AGREEMENT, PLACEMENT AGREEMENT, CONSORTIUM
AGREEMENT, TRUSTEE AGREEMENT, TRUST DEED,
SUBSCRIPTION AGREEMENT, PURCHASE AGREEMENT,
AGENCY AGREEMENT, AGREEMENTS WITH THE
DEPOSITORIES, SECURITY DOCUMENTS, AND OTHER
NECESSARY AGREEMENTS, MEMORANDUM OF
UNDERSTANDING, DEEDS, GENERAL UNDERTAKING/
INDEMNITY, CERTIFICATES, CONSENTS,
COMMUNICATIONS, AFFIDAVITS, APPLICATIONS
(INCLUDING THOSE TO BE FILED WITH THE
GOVERNMENTAL/ REGULATORY/ STATUTORY
AUTHORITIES, IF ANY) (THE "TRANSACTION
DOCUMENTS") (WHETHER BEFORE OR AFTER
EXECUTION OF THE TRANSACTION DOCUMENTS)
TOGETHER WITH ALL OTHER DOCUMENTS,
AGREEMENTS, INSTRUMENTS, LETTERS AND
WRITINGS REQUIRED IN CONNECTION WITH, OR
ANCILLARY TO, THE TRANSACTION DOCUMENTS
(THE "ANCILLARY DOCUMENTS") AS MAY BE
NECESSARY FOR THE AFORESAID PURPOSE
INCLUDING TO SIGN AND/OR DISPATCH ALL
FORMS, FILINGS, DOCUMENTS AND NOTICES TO BE
SIGNED, SUBMITTED AND/OR DISPATCHED BY IT
UNDER OR IN CONNECTION WITH THE DOCUMENTS
TO WHICH IT IS A PARTY AS WELL AS TO ACCEPT
AND EXECUTE ANY AMENDMENTS TO THE
TRANSACTION DOCUMENTS AND THE ANCILLARY
DOCUMENTS AND FURTHER TO DO ALL SUCH OTHER
ACTS, DEEDS, MATTERS AND THINGS, MENTIONED
HEREIN AS THEY MAY DEEM NECESSARY IN
CONNECTION WITH THE ISSUE OF THE
SECURITIES, IN ONE OR MORE TRANCHES, FROM
TIME TO TIME AND MATTERS CONNECTED
THEREWITH." "RESOLVED FURTHER THAT IN
RESPECT OF THE OFFERING, THE BOARD BE AND
IS HEREBY AUTHORISED TO DO ALL SUCH ACTS,
DEEDS, MATTERS AND THINGS AS IT MAY AT ITS
SOLE AND ABSOLUTE DISCRETION CONSIDER
NECESSARY, DESIRABLE OR APPROPRIATE,
INCLUDING SUBMITTING THE RELEVANT
APPLICATION TO THE STOCK EXCHANGE(S),
WHETHER IN INDIA OR ABROAD, FOR OBTAINING
INPRINCIPLE APPROVAL FOR LISTING OF
SECURITIES, FILING OF REQUISITE
DOCUMENTS/MAKING DECLARATIONS WITH THE MCA,
THE RBI, THE SEBI AND ANY OTHER
GOVERNMENTAL/ STATUTORY/ REGULATORY
AUTHORITIES, INCLUDING FILING OF FORM
FC-GPR, AND ANY OTHER DEED(S), DOCUMENT(S),
DECLARATION(S) AS MAY BE REQUIRED UNDER THE
APPLICABLE LAWS." "RESOLVED FURTHER THAT
THE BOARD BE AND IS HEREBY AUTHORISED TO
DELEGATE ALL OR ANY OF THE POWERS HEREIN
CONFERRED TO ANY COMMITTEE THEREOF, INTER
ALIA, INCLUDING THE POWER TO DETERMINE THE
--------------------------------------------------------------------------------------------------------------------------
AXIS BANK LTD Agenda Number: 713352362
--------------------------------------------------------------------------------------------------------------------------
Security: Y0487S137
Meeting Type: OTH
Meeting Date: 09-Dec-2020
Ticker:
ISIN: INE238A01034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting
ANNOUNCEMENT. A PHYSICAL MEETING IS NOT
BEING HELD FOR THIS COMPANY. THEREFORE,
MEETING ATTENDANCE REQUESTS ARE NOT VALID
FOR THIS MEETING. IF YOU WISH TO VOTE, YOU
MUST RETURN YOUR INSTRUCTIONS BY THE
INDICATED CUTOFF DATE. PLEASE ALSO NOTE
THAT ABSTAIN IS NOT A VALID VOTE OPTION AT
POSTAL BALLOT MEETINGS. THANK YOU
1 RE-APPOINTMENT OF SMT. KETAKI BHAGWATI (DIN Mgmt For For
07367868) AS AN INDEPENDENT DIRECTOR OF THE
BANK, FOR HER SECOND TERM OF THREE (3)
YEARS, WITH EFFECT FROM 19TH JANUARY 2021
2 APPOINTMENT OF SMT. MEENA GANESH (DIN: Mgmt For For
00528252) AS AN INDEPENDENT DIRECTOR OF THE
BANK, FOR A PERIOD OF FOUR (4) YEARS, WITH
EFFECT FROM 1ST AUGUST 2020
3 APPOINTMENT OF SHRI GOPALARAMAN PADMANABHAN Mgmt For For
(DIN: 07130908) AS AN INDEPENDENT DIRECTOR
OF THE BANK, FOR A PERIOD OF FOUR (4)
YEARS, WITH EFFECT FROM 28TH OCTOBER 2020
--------------------------------------------------------------------------------------------------------------------------
BAYER AG Agenda Number: 713690433
--------------------------------------------------------------------------------------------------------------------------
Security: D0712D163
Meeting Type: AGM
Meeting Date: 27-Apr-2021
Ticker:
ISIN: DE000BAY0017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
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 DISTRIBUTION OF THE PROFIT Mgmt For For
2 RATIFICATION OF THE ACTIONS OF THE MEMBERS Mgmt For For
OF THE BOARD OF MANAGEMENT
3 RATIFICATION OF THE ACTIONS OF THE MEMBERS Mgmt For For
OF THE SUPERVISORY BOARD
4.1 SUPERVISORY BOARD ELECTION: DR. FEI-FEI LI Mgmt For For
4.2 SUPERVISORY BOARD ELECTION: ALBERTO WEISSER Mgmt For For
5 COMPENSATION OF THE SUPERVISORY BOARD - Mgmt For For
AMENDMENT TO THE ARTICLES OF INCORPORATION
6 ELECTION OF THE AUDITOR (FULL-YEAR, Mgmt For For
HALF-YEAR AND Q3 2021; Q1 2022)
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. THANK YOU"
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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
--------------------------------------------------------------------------------------------------------------------------
BAYERISCHE MOTOREN WERKE AG Agenda Number: 713727355
--------------------------------------------------------------------------------------------------------------------------
Security: D12096109
Meeting Type: AGM
Meeting Date: 12-May-2021
Ticker:
ISIN: DE0005190003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
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 THESE SHARES HAVE NO Non-Voting
VOTING RIGHTS, SHOULD YOU WISH TO ATTEND
THE MEETING PERSONALLY, YOU MAY APPLY FOR
AN ENTRANCE CARD
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
1 RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting
REPORTS FOR FISCAL YEAR 2020
2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF EUR 1.90 PER ORDINARY SHARE AND EUR 1.92
PER PREFERRED SHARE
3 APPROVE DISCHARGE OF MANAGEMENT BOARD FOR Mgmt For For
FISCAL YEAR 2020
4 APPROVE DISCHARGE OF SUPERVISORY BOARD FOR Mgmt For For
FISCAL YEAR 2020
5 RATIFY PRICEWATERHOUSECOOPERS GMBH AS Mgmt For For
AUDITORS FOR FISCAL YEAR 2021
6.1 ELECT MARC BITZER TO THE SUPERVISORY BOARD Mgmt For For
6.2 ELECT RACHEL EMPEY TO THE SUPERVISORY BOARD Mgmt For For
6.3 ELECT CHRISTOPH SCHMIDT TO THE SUPERVISORY Mgmt For For
BOARD
7 APPROVE REMUNERATION POLICY Mgmt For For
8 APPROVE REMUNERATION OF SUPERVISORY BOARD Mgmt For For
9.1 AMEND ARTICLES RE: PARTICIPATION OF Mgmt For For
SUPERVISORY BOARD MEMBERS IN THE ANNUAL
GENERAL MEETING BY MEANS OF AUDIO AND VIDEO
TRANSMISSION
9.2 AMEND ARTICLES RE: PROOF OF ENTITLEMENT Mgmt For For
9.3 AMEND ARTICLES RE: PARTICIPATION AND VOTING Mgmt For For
RIGHTS
10 AMEND AFFILIATION AGREEMENT WITH BMW BANK Mgmt For For
GMBH
--------------------------------------------------------------------------------------------------------------------------
BNP PARIBAS SA Agenda Number: 713666418
--------------------------------------------------------------------------------------------------------------------------
Security: F1058Q238
Meeting Type: MIX
Meeting Date: 18-May-2021
Ticker:
ISIN: FR0000131104
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
CMMT 05 APR 2021: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/balo/d
ocument/202102262100347-25 AND PLEASE NOTE
THAT THIS IS A REVISION DUE TO CHANGE IN
NUMBERING FOR RESOLUTIONS 1 TO 21. IF YOU
HAVE ALREADY SENT IN YOUR VOTES TO MID
528360, PLEASE DO NOT VOTE AGAIN UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU
1 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR 2020 -
APPROVAL OF THE OVERALL AMOUNT OF THE
EXPENSES AND COSTS REFERRED TO IN ARTICLE
39-4 OF THE FRENCH GENERAL TAX CODE
2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR 2020
3 ALLOCATION OF INCOME FOR THE FINANCIAL YEAR Mgmt For For
ENDED 31 DECEMBER 2020 AND DISTRIBUTION OF
THE DIVIDEND
4 STATUTORY AUDITORS' SPECIAL REPORT ON THE Mgmt For For
AGREEMENTS AND COMMITMENTS REFERRED TO IN
ARTICLES L. 225-38 AND FOLLOWING OF THE
FRENCH COMMERCIAL CODE
5 AUTHORIZATION FOR BNP PARIBAS TO REPURCHASE Mgmt For For
ITS OWN SHARES
6 RENEWAL OF THE TERM OF OFFICE OF MR. PIERRE Mgmt For For
ANDRE AS DIRECTOR
7 RENEWAL OF THE TERM OF OFFICE OF MRS. RAJNA Mgmt For For
GIBSON BRANDON AS DIRECTOR
8 APPOINTMENT OF MR. CHRISTIAN NOYER AS Mgmt For For
DIRECTOR, AS A REPLACEMENT FOR MR. DENIS
KESSLER
9 RESOLUTION PROPOSED BY THE SUPERVISORY Mgmt For For
BOARD OF THE "BNP PARIBAS ACTIONNARIAT
MONDE" CORPORATE MUTUAL FUND (FCPE) AND
AGREED BY THE BOARD OF DIRECTORS:
APPOINTMENT OF MRS. JULIETTE BRISAC AS
DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS
IN ACCORDANCE WITH ARTICLE 7 OF THE
BY-LAWS)
10 VOTE ON THE ELEMENTS OF THE COMPENSATION Mgmt For For
POLICY ATTRIBUTABLE TO DIRECTORS
11 VOTE ON THE ELEMENTS OF THE COMPENSATION Mgmt For For
POLICY ATTRIBUTABLE TO THE CHAIRMAN OF THE
BOARD OF DIRECTORS
12 VOTE ON THE ELEMENTS OF THE COMPENSATION Mgmt For For
POLICY ATTRIBUTABLE TO THE CHIEF EXECUTIVE
OFFICER AND THE DEPUTY CHIEF EXECUTIVE
OFFICERS
13 VOTE ON THE INFORMATION RELATING TO THE Mgmt For For
COMPENSATION PAID DURING THE FINANCIAL YEAR
2020 OR ALLOCATED IN RESPECT OF THE SAME
FINANCIAL YEAR TO ALL CORPORATE OFFICERS
14 VOTE ON THE ELEMENTS OF THE COMPENSATION Mgmt For For
PAID DURING THE FINANCIAL YEAR 2020 OR
ALLOCATED FOR THE SAME FINANCIAL YEAR TO
MR. JEAN LEMIERRE, CHAIRMAN OF THE BOARD OF
DIRECTORS
15 VOTE ON THE ELEMENTS OF THE COMPENSATION Mgmt For For
PAID DURING THE FINANCIAL YEAR 2020 OR
ALLOCATED FOR THE SAME FINANCIAL YEAR TO
MR. JEAN-LAURENT BONNAFE, CHIEF EXECUTIVE
OFFICER
16 VOTE ON THE ELEMENTS OF THE COMPENSATION Mgmt For For
PAID DURING THE FINANCIAL YEAR 2020 OR
ALLOCATED FOR THE SAME FINANCIAL YEAR TO
MR. PHILIPPE BORDENAVE, DEPUTY CHIEF
EXECUTIVE OFFICER
17 CONSULTATIVE VOTE ON THE TOTAL COMPENSATION Mgmt For For
PACKAGE OF ANY KIND PAID DURING THE
FINANCIAL YEAR 2020 TO THE ACTUAL MANAGERS
AND CERTAIN CATEGORIES OF PERSONNEL
18 SETTING OF THE ANNUAL AMOUNT OF Mgmt For For
COMPENSATIONS PAID TO THE MEMBERS OF THE
BOARD OF DIRECTORS
19 SETTING OF A CEILING FOR THE VARIABLE Mgmt For For
PORTION OF THE COMPENSATION OF ACTUAL
MANAGERS AND CERTAIN CATEGORIES OF
PERSONNEL
20 AUTHORIZATION TO BE GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS TO REDUCE THE CAPITAL BY
CANCELLING SHARES
21 POWERS TO CARRY OUT FORMALITIES Mgmt For For
A PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: RESOLUTION PROPOSED
BY THE SUPERVISORY BOARD OF THE "BNP
PARIBAS ACTIONNARIAT MONDE" CORPORATE
MUTUAL FUND (FCPE) AND NON-AGREED BY THE
BOARD OF DIRECTORS: (APPOINTMENT OF MRS.
ISABELLE CORON AS DIRECTOR REPRESENTING
EMPLOYEE SHAREHOLDERS IN ACCORDANCE WITH
ARTICLE 7 OF THE BY-LAWS)
B PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: RESOLUTIONS PROPOSED
BY EMPLOYEE SHAREHOLDERS AND NON-AGREED BY
THE BOARD OF DIRECTORS: (APPOINTMENT OF
MRS. CECILE BESSE AS DIRECTOR REPRESENTING
EMPLOYEE SHAREHOLDERS IN ACCORDANCE WITH
ARTICLE 7 OF THE BY-LAWS)
C PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: RESOLUTIONS PROPOSED
BY EMPLOYEE SHAREHOLDERS AND NON-AGREED BY
THE BOARD OF DIRECTORS: (APPOINTMENT OF
MRS. DOMINIQUE POTIER AS DIRECTOR
REPRESENTING EMPLOYEE SHAREHOLDERS IN
ACCORDANCE WITH ARTICLE 7 OF THE BY-LAWS)
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
PROXY EDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE. THANK YOU
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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 524609 DUE TO RECEIPT OF UPDATED
AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL
NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
BRAMBLES LTD Agenda Number: 713077471
--------------------------------------------------------------------------------------------------------------------------
Security: Q6634U106
Meeting Type: AGM
Meeting Date: 08-Oct-2020
Ticker:
ISIN: AU000000BXB1
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting
PROPOSALS 2 AND 8 TO 11 AND VOTES CAST BY
ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT
FROM THE PASSING OF THE PROPOSAL/S WILL BE
DISREGARDED BY THE COMPANY. HENCE, IF YOU
HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN
FUTURE BENEFIT (AS REFERRED IN THE COMPANY
ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT
PROPOSAL ITEMS. BY DOING SO, YOU
ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT
OR EXPECT TO OBTAIN BENEFIT BY THE PASSING
OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR
OR AGAINST) ON THE ABOVE MENTIONED
PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE
NOT OBTAINED BENEFIT NEITHER EXPECT TO
OBTAIN BENEFIT BY THE PASSING OF THE
RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE
VOTING EXCLUSION
1 TO CONSIDER AND RECEIVE THE FINANCIAL Non-Voting
REPORT, DIRECTORS' REPORT AND AUDITORS'
REPORT FOR BRAMBLES AND THE GROUP FOR THE
YEAR ENDED 30 JUNE 2020
2 TO ADOPT THE REMUNERATION REPORT FOR Mgmt For For
BRAMBLES AND THE GROUP FOR THE YEAR ENDED
30 JUNE 2020
3 THAT MR JOHN PATRICK MULLEN BE ELECTED TO Mgmt For For
THE BOARD OF BRAMBLES
4 THAT DR NORA LIA SCHEINKESTEL BE ELECTED TO Mgmt For For
THE BOARD OF BRAMBLES
5 THAT MR KENNETH STANLEY MCCALL BE ELECTED Mgmt For For
TO THE BOARD OF BRAMBLES
6 THAT MS TAHIRA HASSAN BE RE-ELECTED TO THE Mgmt For For
BOARD OF BRAMBLES
7 THAT MS NESSA O'SULLIVAN BE RE-ELECTED TO Mgmt For For
THE BOARD OF BRAMBLES
8 THAT THE BRAMBLES LIMITED MYSHARE PLAN (THE Mgmt For For
MYSHARE PLAN), AND THE ISSUE OF SHARES
UNDER THE MYSHARE PLAN, BE APPROVED FOR ALL
PURPOSES, INCLUDING FOR THE PURPOSE OF
AUSTRALIAN SECURITIES EXCHANGE LISTING RULE
7.2, EXCEPTION 13
9 THAT THE PARTICIPATION BY MR GRAHAM Mgmt For For
CHIPCHASE UNTIL THE 2021 ANNUAL GENERAL
MEETING IN THE BRAMBLES LIMITED PERFORMANCE
SHARE PLAN IN THE MANNER SET OUT IN THE
EXPLANATORY NOTES ACCOMPANYING THIS NOTICE
OF MEETING BE APPROVED FOR ALL PURPOSES
INCLUDING FOR THE PURPOSE OF AUSTRALIAN
SECURITIES EXCHANGE LISTING RULE 10.14
10 THAT THE PARTICIPATION BY MS NESSA Mgmt For For
O'SULLIVAN UNTIL THE 2021 ANNUAL GENERAL
MEETING IN THE BRAMBLES LIMITED PERFORMANCE
SHARE PLAN IN THE MANNER SET OUT IN THE
EXPLANATORY NOTES ACCOMPANYING THIS NOTICE
OF MEETING BE APPROVED FOR ALL PURPOSES
INCLUDING FOR THE PURPOSE OF AUSTRALIAN
SECURITIES EXCHANGE LISTING RULE 10.14
11 THAT THE PARTICIPATION BY MS NESSA Mgmt For For
O'SULLIVAN UNTIL 8 OCTOBER 2023 IN THE
BRAMBLES LIMITED MYSHARE PLAN IN THE MANNER
SET OUT IN THE EXPLANATORY NOTES
ACCOMPANYING THIS NOTICE OF MEETING BE
APPROVED FOR ALL PURPOSES INCLUDING THE
PURPOSE OF AUSTRALIAN SECURITIES EXCHANGE
LISTING RULE 10.14
12 THAT FOR THE PURPOSES OF SECTION 257C OF Mgmt For For
THE CORPORATIONS ACT AND FOR ALL OTHER
PURPOSES, SHAREHOLDERS AUTHORISE AND
APPROVE THE ON-MARKET BUY-BACK OF UP TO
150,400,000 FULLY PAID ORDINARY SHARES IN
THE COMPANY (REPRESENTING APPROXIMATELY 10%
OF THE COMPANY'S ISSUED SHARES AS AT 26
AUGUST 2020) IN THE 12 MONTH PERIOD
FOLLOWING THE APPROVAL OF THIS RESOLUTION,
PURSUANT TO AN ON-MARKET BUY-BACK CONDUCTED
IN ACCORDANCE WITH THE REQUIREMENTS OF THE
ASX LISTING RULES AND THE CORPORATIONS ACT
ON THE TERMS AS DESCRIBED IN THE
EXPLANATORY NOTES ACCOMPANYING THIS NOTICE
OF MEETING
--------------------------------------------------------------------------------------------------------------------------
BUNZL PLC Agenda Number: 713704080
--------------------------------------------------------------------------------------------------------------------------
Security: G16968110
Meeting Type: AGM
Meeting Date: 21-Apr-2021
Ticker:
ISIN: GB00B0744B38
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE AND CONSIDER THE ACCOUNTS FOR Mgmt For For
THE YEAR ENDED 31 DECEMBER 2020 TOGETHER
WITH THE REPORTS OF THE DIRECTORS AND
AUDITORS
2 TO DECLARE A FINAL DIVIDEND: FINAL DIVIDEND Mgmt For For
OF 38.3P PER ORDINARY SHARE
3 TO RE-APPOINT PETER VENTRESS AS A DIRECTOR Mgmt For For
4 TO RE-APPOINT FRANK VAN ZANTEN AS A Mgmt For For
DIRECTOR
5 TO RE-APPOINT RICHARD HOWES AS A DIRECTOR Mgmt For For
6 TO RE-APPOINT VANDA MURRAY AS A DIRECTOR Mgmt For For
7 TO RE-APPOINT LLOYD PITCHFORD AS A DIRECTOR Mgmt For For
8 TO RE-APPOINT STEPHAN NANNINGA AS A Mgmt For For
DIRECTOR
9 TO APPOINT VIN MURRIA AS A DIRECTOR Mgmt For For
10 TO APPOINT MARIA FERNANDA MEJIA AS A Mgmt For For
DIRECTOR
11 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
AUDITORS TO HOLD OFFICE FROM THE CONCLUSION
OF THIS YEAR'S AGM UNTIL THE CONCLUSION OF
THE NEXT GENERAL MEETING AT WHICH ACCOUNTS
ARE LAID BEFORE THE COMPANY
12 TO AUTHORISE THE DIRECTORS, ACTING THROUGH Mgmt For For
THE AUDIT COMMITTEE, TO DETERMINE THE
REMUNERATION OF THE AUDITORS
13 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt For For
POLICY AS SET OUT ON PAGES 119 TO 127
(INCLUSIVE) OF THE ANNUAL REPORT FOR THE
YEAR ENDED 31 DECEMBER 2020
14 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt For For
REPORT AS SET OUT ON PAGES 114 TO 139
(INCLUSIVE) (EXCLUDING THE DIRECTORS'
REMUNERATION POLICY AS SET OUT ON PAGES 119
TO 127 (INCLUSIVE)) OF THE ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020
15 APPROVAL OF POLICY RELATED AMENDMENTS TO Mgmt For For
THE COMPANY'S LONG-TERM INCENTIVE PLAN
16 APPROVAL OF NEW US EMPLOYEE STOCK PURCHASE Mgmt For For
PLAN
17 RENEWAL OF SAVINGS-RELATED SHARE OPTION Mgmt For For
SCHEME
18 AUTHORITY TO ALLOT ORDINARY SHARES Mgmt For For
19 GENERAL AUTHORITY TO DISAPPLY PRE-EMPTION Mgmt For For
RIGHTS
20 SPECIFIC AUTHORITY TO DISAPPLY PRE-EMPTION Mgmt For For
RIGHTS IN CONNECTION WITH AN ACQUISITION OR
SPECIFIED CAPITAL INVESTMENT
21 PURCHASE OF OWN ORDINARY SHARES Mgmt For For
22 NOTICE OF GENERAL MEETINGS Mgmt For For
23 AMENDMENTS TO ARTICLES OF ASSOCIATION Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
CAPGEMINI SE Agenda Number: 713823513
--------------------------------------------------------------------------------------------------------------------------
Security: F4973Q101
Meeting Type: MIX
Meeting Date: 20-May-2021
Ticker:
ISIN: FR0000125338
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 538214 DUE TO CHANGE IN
NUMBERING OF RESOLUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. 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 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
1 THE SHAREHOLDERS' MEETING, AFTER HAVING Mgmt For For
REVIEWED THE REPORTS OF THE BOARD OF
DIRECTORS AND THE AUDITORS, APPROVES THE
COMPANY'S FINANCIAL STATEMENTS FOR THE
FISCAL YEAR THAT ENDED IN 2020, AS
PRESENTED TO THE MEETING, SHOWING NET
EARNINGS AMOUNTING TO EUR 181,627,000.73.
APPROVAL OF THE COMPANY'S FINANCIAL
STATEMENTS
2 THE SHAREHOLDERS' MEETING, AFTER HAVING Mgmt For For
REVIEWED THE REPORTS OF THE BOARD OF
DIRECTORS AND THE AUDITORS, APPROVES THE
CONSOLIDATED FINANCIAL STATEMENTS FOR SAID
FINANCIAL YEAR, AS PRESENTED TO THE
MEETING, SHOWING NET EARNINGS (GROUP SHARE)
AMOUNTING TO EUR 957,000,000.00.
CONSOLIDATED FINANCIAL STATEMENTS
3 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
RECOMMENDATIONS OF THE BOARD OF DIRECTORS
AND RESOLVES TO ALLOCATE THE EARNINGS AS
FOLLOWS: ORIGIN: NET EARNINGS: EUR
181,627,000.73 RETAINED EARNINGS: EUR
5,976,182,226.62 DISTRIBUTABLE INCOME: EUR
6,157,809,227.35 ALLOCATION: DIVIDENDS: EUR
329,130,432.15 RETAINED EARNINGS: EUR
5,828,678,795.20 THE SHAREHOLDERS WILL BE
GRANTED A DIVIDEND OF EUR 1.95 PER SHARE,
THAT WILL BE ELIGIBLE TO THE 40 PER CENT
DEDUCTION PROVIDED BY THE FRENCH GENERAL
TAX CODE. THIS DIVIDEND WILL BE PAID FROM
THE 4TH OF JUNE 2021. THE AMOUNT
CORRESPONDING TO THE TREASURY SHARES WILL
BE ALLOCATED TO THE RETAINED EARNINGS
ACCOUNT. AS REQUIRED BY LAW, IT IS REMINDED
THAT, FOR THE LAST THREE FINANCIAL YEARS,
THE DIVIDENDS WERE PAID AS FOLLOWS: EUR
1.35 PER SHARE FOR FISCAL YEAR 2019 EUR
1.70 PER SHARE FOR FISCAL YEARS 2018 AND
2017 RESULTS APPROPRIATION
4 THE SHAREHOLDERS' MEETING, AFTER REVIEWING Mgmt For For
THE SPECIAL REPORT OF THE AUDITORS ON
AGREEMENTS GOVERNED BY ARTICLE L.225-38 ET
SEQ. OF THE FRENCH COMMERCIAL CODE,
APPROVES SAID REPORT AND THE AGREEMENT
REFERRED TO THEREIN AND NOT APPROVED YET.
SPECIAL AUDITORS' REPORT ON AGREEMENTS
5 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS OF ANY KIND PAID AND
AWARDED TO MR PAUL HERMELIN AS CHIEF
EXECUTIVE OFFICER UNTIL THE 20TH OF MAY
2020 FOR THE 2020 FINANCIAL YEAR. APPROVAL
OF COMPENSATION
6 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS OF ANY KIND PAID AND
AWARDED TO MR AIMAN EZZAT AS DEPUTY
MANAGING DIRECTOR UNTIL THE 20TH OF MAY
2020 FOR THE 2020 FINANCIAL YEAR. APPROVAL
OF COMPENSATION
7 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS OF ANY KIND PAID AND
AWARDED TO MR PAUL HERMELIN AS CHAIRMAN OF
THE BOARD OF DIRECTORS FROM THE 20TH OF MAY
2020 FOR THE 2020 FINANCIAL YEAR. APPROVAL
OF COMPENSATION
8 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS OF ANY KIND PAID AND
AWARDED TO MR AIMAN EZZAT AS MANAGING
DIRECTOR FROM THE 20TH OF MAY 2020 FOR THE
2020 FINANCIAL YEAR. APPROVAL OF
COMPENSATION
9 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
INFORMATION RELATED TO THE COMPENSATION
APPLICABLE TO THE CORPORATE OFFICERS IN
ACCORDANCE WITH THE ARTICLE L.22-10-9 I OF
THE FRENCH COMMERCIAL CODE. APPROVAL OF THE
INFORMATION RELATED TO THE COMPENSATION
10 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
POLICY OF THE COMPENSATION APPLICABLE TO
THE CHAIRMAN OF THE BOARD OF DIRECTORS.
APPROVAL OF THE COMPENSATION POLICY
11 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
POLICY OF THE COMPENSATION APPLICABLE TO
THE MANAGING DIRECTOR APPROVAL OF THE
COMPENSATION POLICY
12 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
POLICY OF THE COMPENSATION APPLICABLE TO
THE DIRECTORS. APPROVAL OF THE COMPENSATION
POLICY
13 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MR PATRICK POUYANNE AS A
DIRECTOR FOR A 4-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2024
FISCAL YEAR. RENEWAL OF A TERM OF OFFICE
14 THE SHAREHOLDERS' MEETING APPOINTS AS A Mgmt For For
DIRECTOR, MRS TANJA RUECKERT FOR A 4-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2024 FISCAL YEAR.
APPOINTMENT
15 THE SHAREHOLDERS' MEETING APPOINTS AS A Mgmt For For
DIRECTOR, MR KURT SIEVERS FOR A 4-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2024 FISCAL YEAR.
APPOINTMENT
16 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt For For
BOARD OF DIRECTORS TO BUY BACK THE
COMPANY'S SHARES, SUBJECT TO THE CONDITIONS
DESCRIBED BELOW: MAXIMUM PURCHASE PRICE:
EUR 190.00, MAXIMUM NUMBER OF SHARES TO BE
ACQUIRED: 10 PER CENT OF THE SHARES
COMPOSING THE SHARE CAPITAL, MAXIMUM FUNDS
INVESTED IN THE SHARE BUYBACKS: EUR
3,200,000,000.00. THE NUMBER OF SHARES
ACQUIRED BY THE COMPANY WITH A VIEW TO
RETAINING OR DELIVERING IN CASH OR IN AN
EXCHANGE AS PART OF A MERGER, DIVESTMENT OR
CAPITAL CONTRIBUTION CANNOT EXCEED 5 PER
CENT OF ITS CAPITAL. THIS AUTHORIZATION IS
GIVEN FOR AN 18-MONTH PERIOD. THIS
AUTHORIZATION SUPERSEDES THE FRACTION
UNUSED OF THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS' MEETING OF THE 20TH OF MAY
2020 IN ITS RESOLUTION NUMBER 20. THE
SHAREHOLDERS' MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES. AUTHORIZATION TO BUY
BACK SHARES
17 THE SHAREHOLDERS' MEETING DECIDES TO AMEND Mgmt For For
ARTICLE NR 12: 'PRESENCE OF THE DIRECTORS
BY VIDEO CONFERENCE CALL OR OTHER MEANS OF
TELECOMMUNICATION' OF THE BYLAWS. AMENDMENT
TO ARTICLES OF THE BYLAWS
18 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt For For
BOARD OF DIRECTORS, TO GRANT, UNDER
PERFORMANCE CONDITIONS, EXISTING OR TO BE
ISSUED COMPANY'S SHARES, IN FAVOUR OF
BENEFICIARIES TO BE CHOSEN AMONG THE
EMPLOYEES OF THE COMPANY, AND THE EMPLOYEES
AND THE CORPORATE OFFICERS OF THE FRENCH
AND FOREIGN RELATED COMPANY'S SUBSIDIARIES,
WITH CANCELLATION OF PREFERENTIAL
SUBSCRIPTION RIGHTS. THEY MAY NOT REPRESENT
MORE THAN 1.2 PER CENT OF THE SHARE
CAPITAL, AMONG WHICH (I) 10 PER CENT MAY BE
GRANTED TO THE COMPANY'S MANAGING CORPORATE
OFFICERS, (II) 15 PER CENT MAY BE GRANTED
TO THE EMPLOYEES OF THE COMPANY AND ITS
FRENCH OR FOREIGN SUBSIDIARIES, THE MEMBERS
OF EXECUTIVE COMMITTEE EXCLUDED, WITHOUT
PERFORMANCE CONDITIONS. THIS DELEGATION IS
GIVEN FOR AN 18-MONTH PERIOD, SUPERSEDES
THE FRACTION UNUSED OF THE AUTHORIZATION
GRANTED BY THE SHAREHOLDERS' MEETING OF THE
20TH OF MAY 2020 IN ITS RESOLUTION NUMBER
30. ALL POWERS TO THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES. ALLOCATION OF
SHARES
19 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL, ON ONE OR MORE OCCASIONS, AT ITS
SOLE DISCRETION, IN FAVOUR OF THE MEMBERS
OF ONE OR SEVERAL WAGE SAVINGS PLANS SET UP
BY FRENCH OR FOREIGN COMPANY OR GROUP OF
COMPANIES WITHIN THE COMPANY'S ACCOUNT
CONSOLIDATION OR COMBINATION SCOPE, BY
ISSUANCE OF COMPANY'S SHARES (PREFERENCE
SHARES EXCLUDED) AND OR SECURITIES GIVING
ACCESS TO THE COMPANY'S SHARE CAPITAL, WITH
CANCELLATION OF PREFERENTIAL SUBSCRIPTION
RIGHTS. THIS DELEGATION IS GIVEN FOR AN
18-MONTH PERIOD AND FOR A NOMINAL AMOUNT
THAT SHALL NOT EXCEED EUR 32,000,000.00.
THIS AUTHORIZATION SUPERSEDES THE FRACTION
UNUSED OF THE AUTHORIZATION GRANTED BY THE
SHAREHOLDERS' MEETING OF THE 20TH OF MAY
2020 IN ITS RESOLUTION NUMBER 31. THE
SHAREHOLDERS' MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES. SHARE CAPITAL
INCREASE RESERVED FOR EMPLOYEES
20 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL IN FAVOUR OF (I) FOREIGN EMPLOYEES,
(II) UCITS, EMPLOYEE SHAREHOLDING INVESTED
IN COMPANY'S EQUITIES WHOSE SHAREHOLDERS
ARE COMPOSED OF FOREIGN EMPLOYEES, (III)
ANY FINANCIAL INSTITUTION UNDERTAKING ON
BEHALF OF THE COMPANY THE SETTING UP OF A
STRUCTURED PLAN TO THE BENEFIT OF THE
FOREIGN EMPLOYEES SIMILAR TO AN EMPLOYEE
SHAREHOLDING SCHEME AS THE ONE OFFERED
WITHIN THE CONTEXT OF RESOLUTION 19, BY
ISSUANCE OF COMPANY'S SHARES (PREFERENCE
SHARES EXCLUDED) AND OR SECURITIES GIVING
ACCESS TO THE COMPANY'S SHARE CAPITAL, WITH
CANCELLATION OF PREFERENTIAL SUBSCRIPTION
RIGHTS. THIS DELEGATION IS GIVEN FOR 18
MONTHS ALONG WITH THE IMPLEMENTATION OF
RESOLUTION 19, FOR A NOMINAL AMOUNT THAT
SHALL NOT EXCEED EUR 16,000,000.00, THAT
SHALL COUNT AGAINST THE OVERALL VALUE SET
FORTH IN RESOLUTION 19, AND SUPERSEDES THE
FRACTION UNUSED OF THE AUTHORIZATION 32
GRANTED ON THE 20TH OF MAY 2020. ALL POWERS
TO THE BOARD OF DIRECTORS. SHARE CAPITAL
INCREASE RESERVED FOR EMPLOYEES
21 THE SHAREHOLDERS' MEETING GRANTS FULL Mgmt For For
POWERS TO THE BEARER OF AN ORIGINAL, A COPY
OR EXTRACT OF THE MINUTES OF THIS MEETING
TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW. POWERS
TO ACCOMPLISH FORMALITIES
CMMT 28 APR 2021: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/balo/d
ocument/202104282101109-51 AND PLEASE NOTE
THAT THIS IS A REVISION DUE TO RECEIPT OF
UPDATED BALO LINK. IF YOU HAVE ALREADY SENT
IN YOUR VOTES TO MID 547998, PLEASE DO NOT
VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
CENOVUS ENERGY INC. Agenda Number: 935303038
--------------------------------------------------------------------------------------------------------------------------
Security: 15135U109
Meeting Type: Special
Meeting Date: 15-Dec-2020
Ticker: CVE
ISIN: CA15135U1093
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To approve, with or without variation, an Mgmt For For
ordinary resolution, the full text of which
is set forth in Appendix C to the
accompanying joint management information
circular dated November 9, 2020,
authorizing and approving the issuance of
up to 885,688,982 Cenovus common shares and
up to 66,697,799 common share purchase
warrants of Cenovus, pursuant to an
arrangement under section 193 of the
Business Corporations Act (Alberta)
involving, among others, Husky Energy Inc.,
and certain consequential amendments to the
Amended and Restated Shareholders Rights
Plan Agreement dated as of April 25, 2018
between Cenovus and Computershare Investor
Services, Inc., as described in the
accompanying joint management information
circular.
--------------------------------------------------------------------------------------------------------------------------
CENOVUS ENERGY INC. Agenda Number: 935365622
--------------------------------------------------------------------------------------------------------------------------
Security: 15135U109
Meeting Type: Annual
Meeting Date: 12-May-2021
Ticker: CVE
ISIN: CA15135U1093
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Appoint PricewaterhouseCoopers LLP, Mgmt For For
Chartered Professional Accountants, as
auditor of the Corporation.
2 DIRECTOR
Keith M. Casey Mgmt For For
Canning K.N. Fok Mgmt For For
Jane E. Kinney Mgmt For For
Harold N. Kvisle Mgmt For For
Eva L. Kwok Mgmt For For
Keith A. MacPhail Mgmt For For
Richard J. Marcogliese Mgmt For For
Claude Mongeau Mgmt For For
Alexander J. Pourbaix Mgmt For For
Wayne E. Shaw Mgmt For For
Frank J. Sixt Mgmt For For
Rhonda I. Zygocki Mgmt For For
3 Amend and reconfirm the Corporation's Mgmt Against Against
Shareholder Rights Plan as described in the
accompanying management information
circular.
4 Accept the Corporation's approach to Mgmt For For
executive compensation as described in the
accompanying management information
circular.
--------------------------------------------------------------------------------------------------------------------------
CNH INDUSTRIAL N.V. Agenda Number: 713654526
--------------------------------------------------------------------------------------------------------------------------
Security: N20944109
Meeting Type: AGM
Meeting Date: 15-Apr-2021
Ticker:
ISIN: NL0010545661
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
IS REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1 OPEN MEETING Non-Voting
2.a RECEIVE EXPLANATION ON COMPANY'S RESERVES Non-Voting
AND DIVIDEND POLICY
2.b ADOPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS
2.c APPROVE DIVIDENDS OF EUR 0.11 PER SHARE Mgmt For For
2.d APPROVE DISCHARGE OF DIRECTORS Mgmt For For
3 APPROVE REMUNERATION REPORT Mgmt For For
4.a REELECT SUZANNE HEYWOOD AS EXECUTIVE Mgmt For For
DIRECTOR
4.b ELECT SCOTT W. WINE AS EXECUTIVE DIRECTOR Mgmt For For
4.c REELECT HOWARD W. BUFFETT AS NON-EXECUTIVE Mgmt For For
DIRECTOR
4.d REELECT TUFAN ERGINBILGIC AS NON-EXECUTIVE Mgmt For For
DIRECTOR
4.e REELECT LEO W. HOULE AS NON-EXECUTIVE Mgmt For For
DIRECTOR
4.f REELECT JOHN B. LANAWAY AS NON-EXECUTIVE Mgmt For For
DIRECTOR
4.g REELECT ALESSANDRO NASI AS NON-EXECUTIVE Mgmt Against Against
DIRECTOR
4.h REELECT LORENZO SIMONELLI AS NON-EXECUTIVE Mgmt For For
DIRECTOR
4.i REELECT VAGN SORENSEN AS NON-EXECUTIVE Mgmt For For
DIRECTOR
5 RATIFY ERNST & YOUNG ACCOUNTANTS LLP AS Mgmt For For
AUDITORS
6 AUTHORIZE REPURCHASE OF UP TO 10 PERCENT OF Mgmt For For
ISSUED COMMON SHARES
7 CLOSE MEETING Non-Voting
CMMT 08 MAR 2021: 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
PROXY EDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE. THANK YOU
CMMT 08 MAR 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
COMPAGNIE FINANCIERE RICHEMONT SA Agenda Number: 713030396
--------------------------------------------------------------------------------------------------------------------------
Security: H25662182
Meeting Type: AGM
Meeting Date: 09-Sep-2020
Ticker:
ISIN: CH0210483332
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting
AGENDA AND MEETING ATTENDANCE REQUESTS
ONLY. PLEASE ENSURE THAT YOU HAVE FIRST
VOTED IN FAVOUR OF THE REGISTRATION OF
SHARES IN PART 1 OF THE MEETING. IT IS A
MARKET REQUIREMENT FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A REGISTERED LOCATION AT THE CSD,
AND SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE.
THEREFORE WHILST THIS DOES NOT PREVENT THE
TRADING OF SHARES, ANY THAT ARE REGISTERED
MUST BE FIRST DEREGISTERED IF REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT REPRESENTATIVE
1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS
2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF CHF 1.00 PER REGISTERED A SHARE AND CHF
0.10 PER REGISTERED B SHARE
3 APPROVE CREATION OF CHF 24.2 MILLION POOL Mgmt For For
OF CONDITIONAL CAPITAL TO COVER EXERCISE OF
WARRANTS
4 APPROVE DISCHARGE OF BOARD AND SENIOR Mgmt For For
MANAGEMENT
5.1 REELECT JOHANN RUPERT AS DIRECTOR AND BOARD Mgmt For For
CHAIRMAN
5.2 REELECT JOSUA MALHERBE AS DIRECTOR Mgmt For For
5.3 REELECT NIKESH ARORA AS DIRECTOR Mgmt For For
5.4 REELECT NICOLAS BOS AS DIRECTOR Mgmt For For
5.5 REELECT CLAY BRENDISH AS DIRECTOR Mgmt For For
5.6 REELECT JEAN-BLAISE ECKERT AS DIRECTOR Mgmt For For
5.7 REELECT BURKHART GRUND AS DIRECTOR Mgmt For For
5.8 REELECT KEYU JIN AS DIRECTOR Mgmt For For
5.9 REELECT JEROME LAMBERT AS DIRECTOR Mgmt For For
5.10 REELECT RUGGERO MAGNONI AS DIRECTOR Mgmt For For
5.11 REELECT JEFF MOSS AS DIRECTOR Mgmt For For
5.12 REELECT VESNA NEVISTIC AS DIRECTOR Mgmt For For
5.13 REELECT GUILLAUME PICTET AS DIRECTOR Mgmt For For
5.14 REELECT ALAN QUASHA AS DIRECTOR Mgmt For For
5.15 REELECT MARIA RAMOS AS DIRECTOR Mgmt For For
5.16 REELECT ANTON RUPERT AS DIRECTOR Mgmt For For
5.17 REELECT JAN RUPERT AS DIRECTOR Mgmt For For
5.18 REELECT GARY SAAGE AS DIRECTOR Mgmt For For
5.19 REELECT CYRILLE VIGNERON AS DIRECTOR Mgmt For For
5.20 ELECT WENDY LUHABE AS DIRECTOR Mgmt For For
6.1 REAPPOINT CLAY BRENDISH AS MEMBER OF THE Mgmt For For
COMPENSATION COMMITTEE
6.2 REPPOINT KEYU JIN AS MEMBER OF THE Mgmt For For
COMPENSATION COMMITTEE
6.3 REAPPOINT GUILLAUME PICTET AS MEMBER OF THE Mgmt For For
COMPENSATION COMMITTEE
6.4 REAPPOINT MARIA RAMOS AS MEMBER OF THE Mgmt For For
COMPENSATION COMMITTEE
7 RATIFY PRICEWATERHOUSECOOPERS SA AS Mgmt For For
AUDITORS
8 DESIGNATE ETUDE GAMPERT DEMIERRE MORENO AS Mgmt For For
INDEPENDENT PROXY
9.1 APPROVE REMUNERATION OF DIRECTORS IN THE Mgmt For For
AMOUNT OF CHF 6.7 MILLION
9.2 APPROVE FIXED REMUNERATION OF EXECUTIVE Mgmt For For
COMMITTEE IN THE AMOUNT OF CHF 15.8 MILLION
9.3 APPROVE VARIABLE REMUNERATION OF EXECUTIVE Mgmt For For
COMMITTEE IN THE AMOUNT OF CHF 38.3 MILLION
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
ARE REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
COMPAGNIE FINANCIERE RICHEMONT SA Agenda Number: 713248979
--------------------------------------------------------------------------------------------------------------------------
Security: H25662182
Meeting Type: EGM
Meeting Date: 17-Nov-2020
Ticker:
ISIN: CH0210483332
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
ARE REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU.
CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting
AGENDA AND MEETING ATTENDANCE REQUESTS
ONLY. PLEASE ENSURE THAT YOU HAVE FIRST
VOTED IN FAVOUR OF THE REGISTRATION OF
SHARES IN PART 1 OF THE MEETING. IT IS A
MARKET REQUIREMENT FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A REGISTERED LOCATION AT THE CSD,
AND SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE.
THEREFORE WHILST THIS DOES NOT PREVENT THE
TRADING OF SHARES, ANY THAT ARE REGISTERED
MUST BE FIRST DEREGISTERED IF REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT REPRESENTATIVE
1 APPROVE CREATION OF CHF 24.2 MILLION POOL Mgmt For For
OF CAPITAL WITHOUT PREEMPTIVE RIGHTS
CMMT 27 OCT 2020: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO CHANGE IN RECORD DATE FROM
03 NOV 2020 TO 09 NOV 2020. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
COMPASS GROUP PLC Agenda Number: 713451021
--------------------------------------------------------------------------------------------------------------------------
Security: G23296208
Meeting Type: AGM
Meeting Date: 04-Feb-2021
Ticker:
ISIN: GB00BD6K4575
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 RECEIVE AND ADOPT THE DIRECTORS' ANNUAL Mgmt For For
REPORT AND ACCOUNTS AND THE AUDITOR'S
REPORT THEREON
2 RECEIVE AND ADOPT THE REMUNERATION POLICY Mgmt For For
3 RECEIVE AND ADOPT THE DIRECTORS' Mgmt For For
REMUNERATION REPORT
4 ELECT IAN MEAKINS AS A DIRECTOR Mgmt For For
5 RE-ELECT DOMINIC BLAKEMORE AS A DIRECTOR Mgmt For For
6 RE-ELECT GARY GREEN AS A DIRECTOR Mgmt For For
7 RE-ELECT KAREN WITTS AS A DIRECTOR Mgmt For For
8 RE-ELECT CAROL ARROWSMITH AS A DIRECTOR Mgmt For For
9 RE-ELECT JOHN BASON AS A DIRECTOR Mgmt For For
10 RE-ELECT STEFAN BOMHARD AS A DIRECTOR Mgmt For For
11 RE-ELECT JOHN BRYANT AS A DIRECTOR Mgmt For For
12 RE-ELECT ANNE-FRANCOISE NESMES AS A Mgmt For For
DIRECTOR
13 RE-ELECT NELSON SILVA AS A DIRECTOR Mgmt For For
14 RE-ELECT IREENA VITTAL AS A DIRECTOR Mgmt For For
15 REAPPOINT KPMG LLP AS AUDITOR Mgmt For For
16 AUTHORISE THE AUDIT COMMITTEE TO AGREE THE Mgmt For For
AUDITOR'S REMUNERATION
17 DONATIONS TO POLITICAL ORGANISATIONS Mgmt For For
18 AUTHORITY TO ALLOT SHARES Mgmt For For
19 AUTHORITY TO ALLOT SHARES FOR CASH Mgmt For For
20 ADDITIONAL AUTHORITY TO ALLOT SHARES FOR Mgmt For For
CASH IN LIMITED CIRCUMSTANCES
21 AUTHORITY TO PURCHASE SHARES Mgmt For For
22 ADOPTION OF ARTICLES OF ASSOCIATION Mgmt For For
23 REDUCE GENERAL MEETING NOTICE PERIODS: TO Mgmt For For
AUTHORISE THE DIRECTORS TO CALL A GENERAL
MEETING OF THE COMPANY, OTHER THAN AN
ANNUAL GENERAL MEETING, ON NOT LESS THAN 14
CLEAR WORKING DAYS' NOTICE, PROVIDED THAT
THIS AUTHORITY SHALL EXPIRE AT THE
CONCLUSION OF THE NEXT ANNUAL GENERAL
MEETING OF THE COMPANY AFTER THE DATE OF
THE PASSING OF THIS RESOLUTION
CMMT 16 DEC 2020: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO MODIFICATION OF THE TEXT OF
RESOLUTION 23. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
CONTINENTAL AG Agenda Number: 712789342
--------------------------------------------------------------------------------------------------------------------------
Security: D16212140
Meeting Type: AGM
Meeting Date: 14-Jul-2020
Ticker:
ISIN: DE0005439004
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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
1 RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting
REPORTS FOR FISCAL 2019
2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF EUR 3.00 PER SHARE
3.1 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For
MEMBER ELMAR DEGENHART FOR FISCAL 2019
3.2 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For
MEMBER HANS JUERGEN DUENSING FOR FISCAL
2019
3.3 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For
MEMBER FRANK JOURDAN FOR FISCAL 2019
3.4 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For
MEMBER CHRISTIAN KOETZ FOR FISCAL 2019
3.5 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For
MEMBER HELMUT MATSCHI FOR FISCAL 2019
3.6 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For
MEMBER ARIANE REINHART FOR FISCAL 2019
3.7 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For
MEMBER WOLFGANG SCHAEFER FOR FISCAL 2019
3.8 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For
MEMBER NIKOLAI SETZER FOR FISCAL 2019
4.1 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER WOLFGANG REITZLE FOR FISCAL 2019
4.2 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER HASAN ALLAK FOR FISCAL 2019
4.3 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER CHRISTIANE BENNER FOR FISCAL 2019
4.4 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER GUNTER DUNKEL FOR FISCAL 2019
4.5 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER FRANCESCO GRIOLI FOR FISCAL 2019
4.6 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER PETER GUTZMER FOR FISCAL 2019
4.7 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER MICHAEL IGLHAUT FOR FISCAL 2019
4.8 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER SATISH KHATU FOR FISCAL 2019
4.9 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER ISABEL KNAUF FOR FISCAL 2019
4.10 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER KLAUS MANGOLD FOR FISCAL 2019
4.11 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER SABINE NEUSS FOR FISCAL 2019
4.12 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER ROLF NONNENMACHER FOR FISCAL 2019
4.13 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER DIRK NORDMANN FOR FISCAL 2019
4.14 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER LORENZ PFAU FOR FISCAL 2019
4.15 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER KLAUS ROSENFELD FOR FISCAL 2019
4.16 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER GEORG SCHAEFFLER FOR FISCAL 2019
4.17 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER MARIA ELISABETH SCHAEFFLER-THUMANN
FOR FISCAL 2019
4.18 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER JOERG SCHOENFELDER FOR FISCAL 2019
4.19 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER STEFAN SCHOLZ FOR FISCAL 2019
4.20 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER GUDRUN VALTEN FOR FISCAL 2019
4.21 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER KIRSTEN VOERKEL FOR FISCAL 2019
4.22 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER ELKE VOLKMANN FOR FISCAL 2019
4.23 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER ERWIN WOERLE FOR FISCAL 2019
4.24 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER SIEGFRIED WOLF FOR FISCAL 2019
5 RATIFY KPMG AG AS AUDITORS FOR FISCAL 2020 Mgmt For For
6 APPROVE REMUNERATION POLICY Mgmt For For
7 APPROVE REMUNERATION OF SUPERVISORY BOARD Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
CONTINENTAL AG Agenda Number: 713721543
--------------------------------------------------------------------------------------------------------------------------
Security: D16212140
Meeting Type: AGM
Meeting Date: 29-Apr-2021
Ticker:
ISIN: DE0005439004
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
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.
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.
1 RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting
REPORTS FOR FISCAL YEAR 2020
2 APPROVE ALLOCATION OF INCOME AND OMISSION Mgmt For For
OF DIVIDENDS
3.1 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For
MEMBER NIKOLAI SETZER FOR FISCAL YEAR 2020
3.2 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For
MEMBER ELMAR DEGENHART FOR FISCAL YEAR 2020
3.3 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For
MEMBER HANS-JUERGEN DUENSING FOR FISCAL
YEAR 2020
3.4 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For
MEMBER FRANK JOURDAN FOR FISCAL YEAR 2020
3.5 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For
MEMBER CHRISTIAN KOETZ FOR FISCAL YEAR 2020
3.6 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For
MEMBER HELMUT MATSCHI FOR FISCAL YEAR 2020
3.7 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For
MEMBER ARIANE REINHART FOR FISCAL YEAR 2020
3.8 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For
MEMBER WOLFGANG SCHAEFER FOR FISCAL YEAR
2020
3.9 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For
MEMBER ANDREAS WOLF FOR FISCAL YEAR 2020
4.1 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER WOLFGANG REITZLE FOR FISCAL YEAR
2020
4.2 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER HASAN ALLAK FOR FISCAL YEAR 2020
4.3 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER CHRISTIANE BENNER FOR FISCAL YEAR
2020
4.4 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER GUNTER DUNKEL FOR FISCAL YEAR 2020
4.5 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER FRANCESCO GRIOLI FOR FISCAL YEAR
2020
4.6 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER MICHAEL IGLHAUT FOR FISCAL YEAR 2020
4.7 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER SATISH KHATU FOR FISCAL YEAR 2020
4.8 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER ISABEL KNAUF FOR FISCAL YEAR 2020
4.9 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER SABINE NEUSS FOR FISCAL YEAR 2020
4.10 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER ROLF NONNENMACHER FOR FISCAL YEAR
2020
4.11 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER DIRK NORDMANN FOR FISCAL YEAR 2020
4.12 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER LORENZ PFAU FOR FISCAL YEAR 2020
4.13 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER KLAUS ROSENFELD FOR FISCAL YEAR 2020
4.14 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER GEORG SCHAEFFLER FOR FISCAL YEAR
2020
4.15 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER MARIA-ELISABETH SCHAEFFLER-THUMANN
FOR FISCAL YEAR 2020
4.16 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER JOERG SCHOENFELDER FOR FISCAL YEAR
2020
4.17 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER STEFAN SCHOLZ FOR FISCAL YEAR 2020
4.18 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER KIRSTEN VOERKELFOR FISCAL YEAR 2020
4.19 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER ELKE VOLKMANN FOR FISCAL YEAR 2020
4.20 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For
MEMBER SIEGFRIED WOLF FOR FISCAL YEAR 2020
5 RATIFY PRICEWATERHOUSECOOPERS GMBH AS Mgmt For For
AUDITORS FOR FISCAL YEAR 2021
6 AMEND ARTICLES OF ASSOCIATION Mgmt For For
7 APPROVE SPIN-OFF AND TAKEOVER AGREEMENT Mgmt For For
WITH VITESCO TECHNOLOGIES GROUP
AKTIENGESELLSCHAFT
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
--------------------------------------------------------------------------------------------------------------------------
CREDIT SUISSE GROUP AG Agenda Number: 713347866
--------------------------------------------------------------------------------------------------------------------------
Security: H3698D419
Meeting Type: EGM
Meeting Date: 27-Nov-2020
Ticker:
ISIN: CH0012138530
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
ARE REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU.
CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting
AGENDA AND MEETING ATTENDANCE REQUESTS
ONLY. PLEASE ENSURE THAT YOU HAVE FIRST
VOTED IN FAVOUR OF THE REGISTRATION OF
SHARES IN PART 1 OF THE MEETING. IT IS A
MARKET REQUIREMENT FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A REGISTERED LOCATION AT THE CSD,
AND SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE.
THEREFORE WHILST THIS DOES NOT PREVENT THE
TRADING OF SHARES, ANY THAT ARE REGISTERED
MUST BE FIRST DEREGISTERED IF REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT REPRESENTATIVE
1 DISTRIBUTION OF DIVIDENDS PAYABLE OUT OF Mgmt For For
RETAINED EARNINGS AND CAPITAL CONTRIBUTION
RESERVES
CMMT IF, AT THE EXTRAORDINARY GENERAL MEETING, Non-Voting
SHAREHOLDERS OR THE BOARD OF DIRECTORS PUT
FORWARD ANY ADDITIONAL PROPOSALS OR
AMENDMENTS TO PROPOSALS ALREADY SET OUT IN
THE PUBLISHED AGENDA OR ANY PROPOSALS UNDER
ART. 700 PARA. 3 OF THE SWISS CODE OF
OBLIGATIONS, I HEREBY AUTHORIZE THE
INDEPENDENT PROXY TO VOTE ON SUCH PROPOSALS
AS FOLLOWS
2.1 PROPOSALS OF SHAREHOLDERS Shr Against For
2.2 PROPOSALS OF THE BOARD OF DIRECTORS Mgmt Against Against
--------------------------------------------------------------------------------------------------------------------------
CREDIT SUISSE GROUP AG Agenda Number: 713895982
--------------------------------------------------------------------------------------------------------------------------
Security: H3698D419
Meeting Type: AGM
Meeting Date: 30-Apr-2021
Ticker:
ISIN: CH0012138530
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
ARE REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU.
CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting
AGENDA AND MEETING ATTENDANCE REQUESTS
ONLY. PLEASE ENSURE THAT YOU HAVE FIRST
VOTED IN FAVOUR OF THE REGISTRATION OF
SHARES IN PART 1 OF THE MEETING. IT IS A
MARKET REQUIREMENT FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A REGISTERED LOCATION AT THE CSD,
AND SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE.
THEREFORE WHILST THIS DOES NOT PREVENT THE
TRADING OF SHARES, ANY THAT ARE REGISTERED
MUST BE FIRST DEREGISTERED IF REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT REPRESENTATIVE
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 535624 DUE TO RECEIPT OF
DELETION OF RESOLUTIONS 2, 6.2.1 AND 6.2.3.
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
1.1 CONSULTATIVE VOTE ON THE 2020 COMPENSATION Mgmt For For
REPORT
1.2 APPROVAL OF THE 2020 MANAGEMENT REPORT, THE Mgmt For For
2020 PARENT COMPANY FINANCIAL STATEMENTS,
AND THE 2020 GROUP CONSOLIDATED FINANCIAL
STATEMENTS
3 APPROPRIATION OF RETAINED EARNINGS AND Mgmt For For
ORDINARY DISTRIBUTION OF DIVIDENDS PAYABLE
OUT OF RETAINED EARNINGS AND CAPITAL
CONTRIBUTION RESERVES: CHF 0.29 PER SHARE
4 INCREASE AND EXTENSION OF THE AUTHORIZED Mgmt For For
CAPITAL
5.1.1 ELECTION OF ANTONIO HORTA-OSORIO AS MEMBER Mgmt For For
AND CHAIRMAN OF THE BOARD OF DIRECTORS
5.1.2 RE-ELECTION OF IRIS BOHNET AS MEMBER OF THE Mgmt For For
BOARD OF DIRECTORS
5.1.3 RE-ELECTION OF CHRISTIAN GELLERSTAD AS Mgmt For For
MEMBER OF THE BOARD OF DIRECTORS
5.1.4 RE-ELECTION OF ANDREAS GOTTSCHLING AS Mgmt Against Against
MEMBER OF THE BOARD OF DIRECTORS
5.1.5 RE-ELECTION OF MICHAEL KLEIN AS MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
5.1.6 RE-ELECTION OF SHAN LI AS MEMBER OF THE Mgmt For For
BOARD OF DIRECTORS
5.1.7 RE-ELECTION OF SERAINA MACIA AS MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
5.1.8 RE-ELECTION OF RICHARD MEDDINGS AS MEMBER Mgmt For For
OF THE BOARD OF DIRECTORS
5.1.9 RE-ELECTION OF KAI S. NARGOLWALA AS MEMBER Mgmt For For
OF THE BOARD OF DIRECTORS
5.110 RE-ELECTION OF ANA PAULA PESSOA AS MEMBER Mgmt For For
OF THE BOARD OF DIRECTORS
5.111 RE-ELECTION OF SEVERIN SCHWAN AS MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
5.112 ELECTION OF CLARE BRADY AS MEMBER OF THE Mgmt For For
BOARD OF DIRECTORS
5.113 ELECTION OF BLYTHE MASTERS AS MEMBER OF THE Mgmt For For
BOARD OF DIRECTORS
5.2.1 RE-ELECTION OF IRIS BOHNET AS MEMBER OF THE Mgmt For For
COMPENSATION COMMITTEE
5.2.2 RE-ELECTION OF CHRISTIAN GELLERSTAD AS Mgmt For For
MEMBER OF THE COMPENSATION COMMITTEE
5.2.3 RE-ELECTION OF MICHAEL KLEIN AS MEMBER OF Mgmt For For
THE COMPENSATION COMMITTEE
5.2.4 RE-ELECTION OF KAI S. NARGOLWALA AS MEMBER Mgmt For For
OF THE COMPENSATION COMMITTEE
5.2.5 ELECTION OF BLYTHE MASTERS AS MEMBER OF THE Mgmt For For
COMPENSATION COMMITTEE
6.1 APPROVAL OF THE COMPENSATION OF THE BOARD Mgmt For For
OF DIRECTORS
6.2.2 APPROVAL OF THE COMPENSATION OF THE Mgmt For For
EXECUTIVE BOARD: FIXED COMPENSATION
7.1 ELECTION OF THE INDEPENDENT AUDITORS: Mgmt For For
PRICEWATERHOUSECOOPERS AG, ZURICH
7.2 ELECTION OF THE SPECIAL AUDITORS: BDO AG, Mgmt For For
ZURICH
7.3 ELECTION OF THE INDEPENDENT PROXY: LAW Mgmt For For
OFFICE KELLER PARTNERSHIP, ZURICH
CMMT IF, AT THE ANNUAL GENERAL MEETING, Non-Voting
SHAREHOLDERS OR THE BOARD OF DIRECTORS PUT
FORWARD ANY ADDITIONAL PROPOSALS OR
AMENDMENTS TO PROPOSALS ALREADY SET OUT IN
THE PUBLISHED AGENDA OR ANY PROPOSALS UNDER
ART. 700 PARA. 3 OF THE SWISS CODE OF
OBLIGATIONS, I HEREBY AUTHORIZE THE
INDEPENDENT PROXY TO VOTE ON SUCH PROPOSALS
AS FOLLOWS
8.1 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: PROPOSALS OF
SHAREHOLDERS
8.2 PROPOSALS OF THE BOARD OF DIRECTORS Mgmt Against Against
--------------------------------------------------------------------------------------------------------------------------
DAIMLER AG Agenda Number: 712846407
--------------------------------------------------------------------------------------------------------------------------
Security: D1668R123
Meeting Type: AGM
Meeting Date: 08-Jul-2020
Ticker:
ISIN: DE0007100000
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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
2 ALLOCATION OF DISTRIBUTABLE PROFIT: IN THE Mgmt For For
EVENT THAT THE COMPANY DIRECTLY OR
INDIRECTLY HOLDS ANY TREASURY SHARES AT THE
DATE OF THE ANNUAL MEETING, THAT ARE NOT
ENTITLED TO A DIVIDEND PURSUANT TO SECTION
71B OF THE GERMAN STOCK CORPORATION ACT
(AKTIENGESETZ), IT IS RECOMMENDED TO THE
ANNUAL MEETING THAT WITH AN UNCHANGED
DIVIDEND OF EUR 0.90 PER NO-PAR VALUE SHARE
ENTITLED TO DIVIDENDS THE PORTION OF THE
DISTRIBUTABLE PROFIT ATTRIBUTABLE TO NO-PAR
VALUE SHARES NOT ENTITLED TO DIVIDENDS
SHALL BE TRANSFERRED TO RETAINED EARNINGS
3 RATIFICATION OF BOARD OF MANAGEMENT Mgmt For For
MEMBERS' ACTIONS IN THE 2019 FINANCIAL YEAR
4 RATIFICATION OF SUPERVISORY BOARD MEMBERS' Mgmt For For
ACTIONS IN THE 2019 FINANCIAL YEAR
5.A APPOINTMENT OF AUDITORS FOR THE COMPANY AND Mgmt For For
FOR THE GROUP: 2020 FINANCIAL YEAR
INCLUDING INTERIM FINANCIAL REPORTS: BASED
ON THE RECOMMENDATION OF THE AUDIT
COMMITTEE (PRUFUNGSAUSSCHUSS), THE
SUPERVISORY BOARD PROPOSES THAT KPMG AG
WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, BERLIN,
BE APPOINTED AS THE AUDITOR FOR THE ANNUAL
FINANCIAL STATEMENTS, THE AUDITOR FOR THE
CONSOLIDATED FINANCIAL STATEMENTS AND THE
AUDITOR FOR THE REVIEW OF THE INTERIM
FINANCIAL REPORTS FOR THE 2020 FINANCIAL
YEAR
5.B APPOINTMENT OF AUDITORS FOR THE COMPANY AND Mgmt For For
FOR THE GROUP: INTERIM FINANCIAL REPORTS
FOR THE 2021 FINANCIAL YEAR UNTIL ANNUAL
MEETING 2021: BASED ON THE RECOMMENDATION
OF THE AUDIT COMMITTEE (PRUFUNGSAUSSCHUSS),
THE SUPERVISORY BOARD PROPOSES THAT KPMG AG
WIRTSCHAFTSPRUEFUNGSGESELLSCHAFT, BERLIN,
BE APPOINTED AS THE AUDITOR FOR THE REVIEW
OF THE INTERIM FINANCIAL REPORTS FOR THE
2021 FINANCIAL YEAR IN THE PERIOD UNTIL THE
NEXT ANNUAL MEETING OF THE SHAREHOLDERS IN
THE 2021 FINANCIAL YEAR
6 APPROVAL OF THE REMUNERATION SYSTEM FOR THE Mgmt For For
MEMBERS OF THE BOARD OF MANAGEMENT
7 ELECTION OF TIMOTHEUS HOETTGES TO THE Mgmt For For
SUPERVISORY BOARD
8 AUTHORIZATION TO ACQUIRE AND USE OWN SHARES Mgmt For For
AND TO EXCLUDE SHAREHOLDERS' SUBSCRIPTION
RIGHTS AND RIGHTS TO SELL SHARES TO THE
COMPANY
9 AUTHORIZATION TO USE DERIVATIVE FINANCIAL Mgmt For For
INSTRUMENTS IN THE CONTEXT OF ACQUIRING OWN
SHARES AND TO EXCLUDE SHAREHOLDERS'
SUBSCRIPTION RIGHTS AND RIGHTS TO SELL
SHARES TO THE COMPANY
10 AUTHORIZATION TO ISSUE CONVERTIBLE BONDS Mgmt For For
AND/OR BONDS WITH WARRANTS AND TO EXCLUDE
SHAREHOLDERS' SUBSCRIPTION RIGHTS; CREATION
OF CONDITIONAL CAPITAL 2020 AND AMENDMENT
TO THE ARTICLES OF INCORPORATION
11.A AMENDMENT OF THE ARTICLES OF INCORPORATION Mgmt For For
BY NEW ARTICLE 11A AND NEW SECTION 5 TO
ARTICLE 13: AMENDMENT BY NEW ARTICLE 11A
(ANNUAL MEETING - VIDEO AND AUDIO
TRANSMISSION)
11.B AMENDMENT OF THE ARTICLES OF INCORPORATION Mgmt For For
BY NEW ARTICLE 11A AND NEW SECTION 5 TO
ARTICLE 13: AMENDMENT BY NEW SECTION 5 TO
ARTICLE 13 (ANNUAL MEETING - ELECTRONIC
PARTICIPATION OF SHAREHOLDERS)
12.A AMENDMENT TO ARTICLE 16 OF THE ARTICLES OF Mgmt For For
INCORPORATION (ANNUAL MEETING -
RESOLUTION): DELETION OF ARTICLE 16 SEC. 2
12.B AMENDMENT TO ARTICLE 16 OF THE ARTICLES OF Mgmt For For
INCORPORATION (ANNUAL MEETING -
RESOLUTION): AMENDMENT AND REVISION OF
ARTICLE 16 SEC. 1
13 APPROVAL OF THE CONCLUSION OF A PROFIT Mgmt For For
TRANSFER AGREEMENT BETWEEN DAIMLER AG AND
MERCEDES-BENZ BANK AG
--------------------------------------------------------------------------------------------------------------------------
DAIMLER AG Agenda Number: 713616324
--------------------------------------------------------------------------------------------------------------------------
Security: D1668R123
Meeting Type: AGM
Meeting Date: 31-Mar-2021
Ticker:
ISIN: DE0007100000
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
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 2020
2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF EUR 1.35 PER SHARE
3 APPROVE DISCHARGE OF MANAGEMENT BOARD FOR Mgmt For For
FISCAL YEAR 2020
4 APPROVE DISCHARGE OF SUPERVISORY BOARD FOR Mgmt For For
FISCAL YEAR 2020
5.1 RATIFY KPMG AG AS AUDITORS FOR FISCAL YEAR Mgmt For For
2021
5.2 RATIFY KPMG AG AS AUDITORS FOR THE 2022 Mgmt For For
INTERIM FINANCIAL STATEMENTS UNTIL THE 2022
AGM
5.3 RATIFY KPMG AG AS AUDITORS OF THE FINAL Mgmt For For
BALANCE SHEETS REQUIRED UNDER THE GERMAN
REORGANIZATION ACT
6.1 ELECT ELIZABETH CENTONI TO THE SUPERVISORY Mgmt For For
BOARD
6.2 ELECT BEN VAN BEURDEN TO THE SUPERVISORY Mgmt For For
BOARD
6.3 ELECT MARTIN BRUDERMUELLER TO THE Mgmt For For
SUPERVISORY BOARD
7 APPROVE REMUNERATION OF SUPERVISORY BOARD Mgmt For For
8 AMEND ARTICLES RE: PARTICIPATION OF Mgmt For For
SUPERVISORY BOARD MEMBERS IN THE ANNUAL
GENERAL MEETING BY MEANS OF AUDIO AND VIDEO
TRANSMISSION
9 AMEND ARTICLES RE: PLACE OF JURISDICTION Mgmt For For
CMMT 24 FEB 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
CMMT 22 FEB 2021: 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 2021: 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
--------------------------------------------------------------------------------------------------------------------------
DANONE SA Agenda Number: 713755657
--------------------------------------------------------------------------------------------------------------------------
Security: F12033134
Meeting Type: MIX
Meeting Date: 29-Apr-2021
Ticker:
ISIN: FR0000120644
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
CMMT 14 APR 2021: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/balo/d
ocument/202104142100917-45 AND PLEASE NOTE
THAT THIS IS A REVISION DUE TO MODIFICATION
OF COMMENT AND CHANGE IN NUMBERING OF ALL
RESOLUTIONS AND CHANGE IN TEXT OF COMMENT
AND RECEIPT OF UPDATED BALO. IF YOU HAVE
ALREADY SENT IN YOUR VOTES TO MID 541236,
PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS
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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU AND PLEASE NOTE THAT
SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT
THIS MEETING. IF NO SHAREHOLDER DETAILS ARE
PROVIDED, YOUR INSTRUCTION MAY CARRY A
HEIGHTENED RISK OF BEING REJECTED. THANK
YOU
CMMT 07 APR 2021: PLEASE NOTE THAT THIS IS AN Non-Voting
AMENDMENT TO MEETING ID 535348 DUE TO
RECEIPT OF ADDITIONAL RESOLUTIONS 27 AND
28. 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 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2020
2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2020
3 ALLOCATION OF INCOME FOR THE FINANCIAL YEAR Mgmt For For
ENDED 31 DECEMBER 2020 AND SETTING OF THE
DIVIDEND AT 1.94 EUROS PER SHARE
4 RENEWAL OF THE TERM OF OFFICE OF MR. GUIDO Mgmt For For
BARILLA AS DIRECTOR
5 RENEWAL OF THE TERM OF OFFICE OF MRS. Mgmt Against Against
CECILE CABANIS AS DIRECTOR
6 RENEWAL OF THE TERM OF OFFICE OF MR. MICHEL Mgmt For For
LANDEL AS DIRECTOR PURSUANT TO PARAGRAPH 2
OF ARTICLE 15-II OF THE BY-LAWS
7 RENEWAL OF THE TERM OF OFFICE OF MRS. Mgmt For For
SERPIL TIMURAY AS DIRECTOR
8 RATIFICATION OF THE CO-OPTATION OF MR. Mgmt For For
GILLES SCHNEPP AS DIRECTOR, AS A
REPLACEMENT FOR MR. GREGG L. ENGLES, WHO
RESIGNED
9 APPROVAL OF THE AGREEMENTS SUBJECT TO THE Mgmt For For
PROVISIONS OF ARTICLES L.225-38 AND
FOLLOWING OF THE FRENCH COMMERCIAL CODE
CONCLUDED BY THE COMPANY WITH THE SICAV
DANONE COMMUNITIES
10 APPROVAL OF THE INFORMATION RELATING TO THE Mgmt For For
REMUNERATION OF CORPORATE OFFICERS
MENTIONED IN SECTION I OF ARTICLE L.22-10-9
OF THE FRENCH COMMERCIAL CODE FOR THE
FINANCIAL YEAR 2020
11 APPROVAL OF THE COMPENSATION ELEMENTS PAID Mgmt For For
DURING OR AWARDED IN RESPECT OF THE
FINANCIAL YEAR ENDED 31 DECEMBER 2020 TO
MR. EMMANUEL FABER, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
12 APPROVAL OF THE REMUNERATION POLICY FOR Mgmt For For
EXECUTIVE CORPORATE OFFICERS FOR THE
FINANCIAL YEAR 2021
13 SETTING OF THE OVERALL ANNUAL REMUNERATION Mgmt For For
AMOUNT OF DIRECTORS
14 APPROVAL OF THE REMUNERATION POLICY FOR THE Mgmt For For
DIRECTORS FOR THE FINANCIAL YEAR 2021
15 AUTHORIZATION TO BE GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO PURCHASE, RETAIN OR
TRANSFER SHARES OF THE COMPANY
16 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO ISSUE COMMON SHARES
AND TRANSFERABLE SECURITIES, WITH RETENTION
OF THE SHAREHOLDERS' PRE-EMPTIVE
SUBSCRIPTION RIGHT
17 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO ISSUE COMMON SHARES
AND TRANSFERABLE SECURITIES, WITH
CANCELLATION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT, BUT WITH
THE OBLIGATION TO GRANT A PRIORITY RIGHT
18 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN CASE OF A CAPITAL INCREASE
WITH CANCELLATION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT, IN ORDER TO
INCREASE THE NUMBER OF SECURITIES TO BE
ISSUED
19 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO ISSUE COMMON SHARES
AND TRANSFERABLE SECURITIES, WITHOUT THE
SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION
RIGHT, IN THE EVENT OF A PUBLIC EXCHANGE
OFFER INITIATED BY THE COMPANY
20 DELEGATION OF POWERS TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO ISSUE COMMON SHARES
AND TRANSFERABLE SECURITIES, WITHOUT THE
SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION
RIGHT, TO REMUNERATE CONTRIBUTIONS IN KIND
GRANTED TO THE COMPANY AND CONSTITUTED OF
EQUITY SECURITIES OR TRANSFERABLE
SECURITIES GRANTING ACCESS TO THE CAPITAL
21 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO INCREASE THE
COMPANY'S CAPITAL BY INCORPORATION OF
RESERVES, PROFITS, PREMIUMS OR OTHER
AMOUNTS WHOSE CAPITALISATION WOULD BE
ALLOWED
22 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO ISSUE COMMON SHARES
AND TRANSFERABLE SECURITIES RESERVED FOR
EMPLOYEES WHO ARE MEMBERS OF A COMPANY
SAVINGS PLAN AND/OR FOR TRANSFERS OF
RESERVED SECURITIES, WITHOUT THE
SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION
RIGHT
23 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO ISSUE COMMON SHARES
AND TRANSFERABLE SECURITIES, WITH
CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT, RESERVED FOR CATEGORIES
OF BENEFICIARIES CONSISTING OF EMPLOYEES
WORKING IN FOREIGN COMPANIES OF THE DANONE
GROUP, OR IN A SITUATION OF INTERNATIONAL
MOBILITY, IN THE CONTEXT OF EMPLOYEE
SHAREHOLDING OPERATIONS
24 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS TO PROCEED WITH ALLOCATIONS OF
EXISTING SHARES OR SHARES TO BE ISSUED OF
THE COMPANY, WITHOUT THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT
25 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO REDUCE THE CAPITAL BY
CANCELLING SHARES
26 POWERS TO CARRY OUT FORMALITIES Mgmt For For
27 APPROVAL OF THE COMPENSATION POLICY FOR Mgmt For For
EXECUTIVE CORPORATE OFFICERS ON AN INTERIM
BASIS FOR THE FINANCIAL YEAR 2021
28 APPROVAL OF THE ELEMENTS OF COMPENSATION Mgmt For For
PAID DURING OR AWARDED IN RESPECT OF THE
FINANCIAL YEAR 2021 TO MR. EMMANUEL FABER,
CHAIRMAN AND CHIEF EXECUTIVE OFFICER, UNTIL
HIS DEPARTURE
--------------------------------------------------------------------------------------------------------------------------
ESSILORLUXOTTICA SA Agenda Number: 713823537
--------------------------------------------------------------------------------------------------------------------------
Security: F31665106
Meeting Type: MIX
Meeting Date: 21-May-2021
Ticker:
ISIN: FR0000121667
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 538215 DUE TO RECEIVED CHANGE IN
NUMBERING OF RESOLUTIONS AND DELETION OF
COMMENT. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL
NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU
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/balo/d
ocument/202103262100665-37
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 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
1 THE SHAREHOLDERS' MEETING, AFTER HAVING Mgmt For For
REVIEWED THE REPORTS OF THE BOARD OF
DIRECTORS AND THE AUDITORS, APPROVES THE
COMPANY'S FINANCIAL STATEMENTS FOR THE
FISCAL YEAR THAT ENDED IN 2020, AS
PRESENTED TO THE MEETING, SHOWING NET
EARNINGS AMOUNTING TO EUR 612,847,956.76.
THE SHAREHOLDERS' MEETING ACKNOWLEDGES THAT
NO EXPENSES AND CHARGES THAT ARE NOT
TAX-DEDUCTIBLE WERE RECORDED FOR SAID
FINANCIAL YEAR
2 THE SHAREHOLDERS' MEETING, AFTER HAVING Mgmt For For
REVIEWED THE REPORTS OF THE BOARD OF
DIRECTORS AND THE AUDITORS, APPROVES THE
CONSOLIDATED FINANCIAL STATEMENTS FOR SAID
FISCAL YEAR, AS PRESENTED TO THE MEETING,
SHOWING A NET INCOME AMOUNTING TO EUR
148,612,000.00, OF WHICH GROUP SHARE
AMOUNTING TO EUR 84,537,000.00
3 THE MEETING RESOLVES TO ALLOCATE THE Mgmt For For
EARNINGS FOR THE YEAR ORIGIN EARNINGS: EUR
612,847,956.76 RETAINED EARNINGS: EUR
(57,813,905.20) LEGAL RESERVE: EUR
(220,021.74) DISTRIBUTABLE INCOME: EUR
554,814,029.82 SHARE PREMIUMS: EUR
22,061,479,287.27 OTHER RESERVES: EUR
2,057,542,518.52 DISTRIBUTABLE AMOUNTS: EUR
24,673,835,835.61 ALLOCATION STATUTORY
DIVIDEND OF 6 PERCENT: EUR 4,741,395.35
ADDITIONAL DIVIDEND: EUR 971,954,165.69
TOTAL DIVIDENDS: EUR 976,695,561.04 (EUR
502,556,026.00 (EUR 1.15) OF INTERIM
DIVIDEND PAID ON DECEMBER 28TH AND EUR
474,139.535.04 (EUR 1.08) AS BALANCE) SHARE
PREMIUMS: EUR 22,061,479,287.27 OTHER
RESERVES: EUR 1,635,660,987.27 SHAREHOLDERS
ARE GRANTED A DIVIDEND OF EUR 2.23 PER
ORDINARY SHARE PAID IN CASH OR IN NEW
SHARES ON JUNE 21ST 2021. OPTION EFFECTIVE
FROM JUNE 1ST TO 14TH 2021 THEN PAID IN
CASH. DIVIDENDS PAID: EUR 2.04 FOR 2018 AND
EUR 1.53 FOR 2017
4 THE SHAREHOLDERS' MEETING, AFTER REVIEWING Mgmt For For
THE SPECIAL REPORT OF THE AUDITORS ON
AGREEMENTS GOVERNED BY ARTICLE L. 225-38 ET
SEQ. OF THE FRENCH COMMERCIAL CODE,
APPROVES THE CONCLUSIONS OF SAID REPORT AND
THE AGREEMENTS REFERRED TO THEREIN
5 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
INFORMATION RELATED TO THE COMPENSATION AND
THE BENEFITS OR PERKS OF ANY KIND PAID OR
AWARDED TO THE CORPORATE OFFICERS FOR SAID
FISCAL YEAR, IN ACCORDANCE WITH THE ARTICLE
L.22-10-9 OF THE FRENCH COMMERCIAL CODE
6 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS OF ANY KIND PAID OR
AWARDED TO MR. LEONARDO DEL VECCHIO, CHIEF
EXECUTIVE OFFICER UNTIL DECEMBER 17TH 2020
AND CHAIRMAN OF THE BOARD OF DIRECTORS
SINCE THAT DATE, FOR SAID FISCAL YEAR
7 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS OF ANY KIND PAID OR
AWARDED TO MR. HUBERT SAGNIERES,
VICE-CHAIRMAN DEPUTY MANAGING DIRECTOR
UNTIL DECEMBER 17TH 2020 AND VICE-CHAIRMAN
OF THE BOARD OF DIRECTORS SINCE THAT DATE,
FOR SAID FISCAL YEAR
8 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
COMPENSATION POLICY APPLICABLE TO THE
CORPORATE OFFICERS FOR THE PERIOD FROM
JANUARY 1ST TO THE SHAREHOLDERS' MEETING
9 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
COMPENSATION POLICY APPLICABLE TO THE
CORPORATE OFFICERS FOR THE PERIOD AFTER THE
SHAREHOLDERS' MEETING
10 THE SHAREHOLDERS' MEETING AUTHORISES THE Mgmt For For
BOARD OF DIRECTORS TO BUY BACK THE
COMPANY'S ORDINARY SHARES ON THE OPEN
MARKET, SUBJECT TO THE CONDITIONS DESCRIBED
BELOW: MAXIMUM PURCHASE PRICE: EUR 200.00,
MAXIMUM NUMBER OF ORDINARY SHARES TO BE
ACQUIRED: 10 PERCENT OF THE SHARES
COMPOSING THE SHARE CAPITAL, GIVEN THAT THE
COMPANY MAY NOT HOLD IN ANY CASE MORE THAN
10 PERCENT OF ITS OWN SHARE CAPITAL. THIS
AUTHORISATION IS GIVEN FOR AN 18-MONTH
PERIOD AND SUPERSEDES THE FRACTION UNUSED
OF THE AUTHORISATION GIVEN BY THE
EXTRAORDINARY SHAREHOLDERS' MEETING OF JUNE
25TH 2020 IN RESOLUTION NR, 11. THE
SHAREHOLDERS' MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
11 THE SHAREHOLDERS' MEETING RESOLVES TO BRING Mgmt For For
THE ARTICLES OF THE BYLAWS INTO CONFORMITY
WITH THE LEGAL AND REGULATORY PROVISIONS OF
THE PACTE LAW AND TO AMEND, CONSEQUENTLY,
THE ARTICLES AS FOLLOWS: - ARTICLE NUMBER
4: 'HEAD OFFICE' OF THE BYLAWS, - ARTICLE
NUMBER 9: 'FORM OF THE SHARES' OF THE
BYLAWS, - ARTICLE NUMBER 11: 'BOARD OF
DIRECTORS' OF THE BYLAWS, - ARTICLE NUMBER
14: 'COMPENSATION OF THE DIRECTORS' OF THE
BYLAWS, - ARTICLE NUMBER 16: 'MEETINGS AND
DECISIONS OF THE BOARD OF DIRECTORS' OF THE
BYLAWS, - ARTICLE NUMBER 23: 'GENERAL
RULES' OF THE BYLAWS
12 THE SHAREHOLDERS' MEETING DECIDES TO AMEND Mgmt For For
ARTICLE NUMBER 13: 'DIRECTORS' TERM OF
OFFICE' OF THE BYLAWS
13 THE SHAREHOLDERS' MEETING DECIDES TO AMEND: Mgmt For For
- ARTICLE NUMBER 15: 'CHAIRMAN AND
VICE-CHAIRMAN OF THE BOARD OF DIRECTORS' OF
THE BYLAWS, - ARTICLE NUMBER 16: 'MEETINGS
AND DECISIONS OF THE BOARD OF DIRECTORS' OF
THE BYLAWS, - ARTICLE NUMBER 23: 'GENERAL
RULES' OF THE BYLAWS
14 THE SHAREHOLDERS' MEETING GRANTS ALL POWERS Mgmt For For
TO THE BOARD OF DIRECTORS TO REDUCE THE
SHARE CAPITAL, ON ONE OR MORE OCCASIONS, BY
CANCELLING ALL OR PART OF THE SHARES HELD
BY THE COMPANY IN CONNECTION WITH THE STOCK
REPURCHASE PLAN AUTHORISED BY THE BOARD OF
DIRECTORS, UP TO A MAXIMUM OF 10 PERCENT OF
THE SHARE CAPITAL OVER A 24-MONTH PERIOD.
THIS AUTHORISATION IS GIVEN FOR A 26-MONTH
PERIOD AND SUPERSEDES ANY AND ALL EARLIER
DELEGATIONS TO THE SAME EFFECT. THE
SHAREHOLDERS' MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
15 THE SHAREHOLDERS' MEETING AUTHORISES THE Mgmt For For
BOARD OF DIRECTORS TO GRANT, FOR FREE, ON
ONE OR MORE OCCASIONS, EXISTING SHARES OF
THE COMPANY, IN FAVOUR OF THE EMPLOYEES OR
THE MANAGING CORPORATE OFFICERS OF THE
COMPANY AND COMPANIES IN WHICH IT DIRECTLY
OR INDIRECTLY HOLDS AT LEAST 10 PERCENT OF
THE SHARE CAPITAL OR VOTING RIGHTS. THEY
MAY NOT REPRESENT MORE THAN 2.5 PERCENT OF
THE SHARE CAPITAL, GIVEN THAT THE NUMBER OF
PERFORMANCE SHARES ALLOCATED TO EACH
MANAGING CORPORATE OFFICER SHALL NOT EXCEED
3.5 PERCENT OF THE OVERALL FREE ALLOCATIONS
OF SHARES AND STOCK OPTIONS CARRIED OUT
EACH YEAR. THE PRESENT DELEGATION IS GIVEN
FOR A 38-MONTH PERIOD AND SUPERSEDES THE
FRACTION UNUSED OF THE AUTHORISATION GIVEN
BY THE EXTRAORDINARY SHAREHOLDERS' MEETING
OF NOVEMBER 29TH 2018 IN RESOLUTION NR, 7.
THE SHAREHOLDERS' MEETING DELEGATES ALL
POWERS TO THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
16 THE SHAREHOLDERS' MEETING DELEGATES TO THE Mgmt For For
BOARD OF DIRECTORS THE NECESSARY POWERS TO
INCREASE THE CAPITAL, ON ONE OR MORE
OCCASIONS, IN FRANCE OR ABROAD, BY A
MAXIMUM NOMINAL AMOUNT OF 5 PERCENT OF THE
SHARE CAPITAL, BY ISSUANCE OF COMPANY'S
ORDINARY SHARES AND-OR SECURITIES GIVING
ACCESS TO SHARES OF THE COMPANY OR ANOTHER
COMPANY OR GIVING RIGHT TO THE ALLOCATION
OF DEBT SECURITIES, WITH PREFERENTIAL
SUBSCRIPTION RIGHTS MAINTAINED. THE MAXIMUM
NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY
BE ISSUED SHALL NOT EXCEED EUR
1,500,000,000.00. THIS AUTHORISATION IS
GRANTED FOR A 26-MONTH PERIOD AND
SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORISATION GIVEN BY THE EXTRAORDINARY
SHAREHOLDERS' MEETING OF MAY 16TH 2019 IN
RESOLUTION NR, 16. THE SHAREHOLDERS'
MEETING DELEGATES ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
17 THE SHAREHOLDERS' MEETING DELEGATES TO THE Mgmt For For
BOARD OF DIRECTORS ALL POWERS IN ORDER TO
INCREASE THE SHARE CAPITAL, IN ONE OR MORE
OCCASIONS AND AT ITS SOLE DISCRETION, UP TO
A MAXIMUM NOMINAL AMOUNT OF EUR
500,000,000.00, BY WAY OF CAPITALIZING
RESERVES, PROFITS, PREMIUMS OR OTHER MEANS,
PROVIDED THAT SUCH CAPITALIZATION IS
ALLOWED BY LAW AND UNDER THE BYLAWS. THIS
AUTHORISATION IS GRANTED FOR A 26-MONTH
PERIOD AND SUPERSEDES THE FRACTION UNUSED
OF THE AUTHORISATION GIVEN BY THE
EXTRAORDINARY SHAREHOLDERS' MEETING OF MAY
16TH 2019 IN RESOLUTION NR, 17. THE
SHAREHOLDERS' MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
18 THE SHAREHOLDERS' MEETING AUTHORISES THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL, ON ONE OR MORE OCCASIONS, AT ITS
SOLE DISCRETION, IN FAVOUR OF ELIGIBLE
EMPLOYEES, CORPORATE OFFICERS AND FORMER
EMPLOYEES WHO ARE MEMBERS OF A COMPANY
SAVINGS PLAN, WITH CANCELLATION OF
PREFERENTIAL SUBSCRIPTION RIGHTS, BY
ISSUANCE OF NEW SHARES TO BE SUBSCRIBED IN
CASH AND, IF SO, SECURITIES GIVING ACCESS
TO THE SHARE CAPITAL. THE MAXIMUM NUMBER OF
COMPANY'S SHARES TO BE ISSUED UNDER THIS
DELEGATION OF AUTHORITY SHALL NOT EXCEED
0.5 PERCENT OF THE SHARE CAPITAL. THIS
AUTHORISATION IS GRANTED FOR A 26-MONTH
PERIOD AND SUPERSEDES THE FRACTION UNUSED
OF THE AUTHORISATION GIVEN BY THE
EXTRAORDINARY SHAREHOLDERS' MEETING OF JUNE
25TH 2020 IN RESOLUTION NR, 12. THE
SHAREHOLDERS' MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
19 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MR. LEONARDO DEL VECCHIO AS
DIRECTOR FOR A 3-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2023
FISCAL YEAR, GIVEN THAT IN THE ABSENCE OF
THE APPROVAL OF RESOLUTION NUMBER 12, THIS
TERM OF OFFICE IS RENEWED FOR A PERIOD AS
DETERMINED IN RESOLUTION NUMBER 31
20 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MR. ROMOLO BARDIN AS
DIRECTOR FOR A 3-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2023
FISCAL YEAR, GIVEN THAT IN THE ABSENCE OF
THE APPROVAL OF RESOLUTION NUMBER 12, THIS
TERM OF OFFICE IS RENEWED FOR A PERIOD AS
DETERMINED IN RESOLUTION NUMBER 31
21 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MRS. JULIETTE FAVRE AS
DIRECTOR FOR A 3-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2023
FISCAL YEAR, GIVEN THAT IN THE ABSENCE OF
THE APPROVAL OF RESOLUTION NUMBER 12, THIS
TERM OF OFFICE IS RENEWED FOR A PERIOD AS
DETERMINED IN RESOLUTION NUMBER 31
22 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MR. FRANCESCO MILLERI AS
DIRECTOR FOR A 3-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2023
FISCAL YEAR, GIVEN THAT IN THE ABSENCE OF
THE APPROVAL OF RESOLUTION NUMBER 12, THIS
TERM OF OFFICE IS RENEWED FOR A PERIOD AS
DETERMINED IN RESOLUTION NUMBER 31
23 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MR. PAUL DU SAILLANT AS
DIRECTOR FOR A 3-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2023
FISCAL YEAR, GIVEN THAT IN THE ABSENCE OF
THE APPROVAL OF RESOLUTION NUMBER 12, THIS
TERM OF OFFICE IS RENEWED FOR A PERIOD AS
DETERMINED IN RESOLUTION NUMBER 31
24 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MRS. CHRISTINA SCOCCHIA AS
DIRECTOR FOR A 3-YEAR PERIOD, I.E. UNTIL
THE SHAREHOLDERS' MEETING CALLED TO RULE ON
THE FINANCIAL STATEMENTS FOR THE 2023
FISCAL YEAR, GIVEN THAT IN THE ABSENCE OF
THE APPROVAL OF RESOLUTION NUMBER 12, THIS
TERM OF OFFICE IS RENEWED FOR A PERIOD AS
DETERMINED IN RESOLUTION NUMBER 31
25 THE SHAREHOLDERS' MEETING APPOINTS MR. Mgmt For For
JEAN-LUC BIAMONTI AS DIRECTOR FOR A 3-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2023 FISCAL YEAR, GIVEN
THAT IN THE ABSENCE OF THE APPROVAL OF
RESOLUTION NUMBER 12, THIS TERM OF OFFICE
IS RENEWED FOR A PERIOD AS DETERMINED IN
RESOLUTION NUMBER 31
26 THE SHAREHOLDERS' MEETING APPOINTS MRS. Mgmt For For
MARIE-CHRISTINE COISNE AS DIRECTOR FOR A
3-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2023 FISCAL YEAR, GIVEN
THAT IN THE ABSENCE OF THE APPROVAL OF
RESOLUTION NUMBER 12, THIS TERM OF OFFICE
IS RENEWED FOR A PERIOD AS DETERMINED IN
RESOLUTION NUMBER 31
27 THE SHAREHOLDERS' MEETING APPOINTS MR. JOSE Mgmt For For
GONZALO AS DIRECTOR FOR A 3-YEAR PERIOD,
I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED
TO RULE ON THE FINANCIAL STATEMENTS FOR THE
2023 FISCAL YEAR, GIVEN THAT IN THE ABSENCE
OF THE APPROVAL OF RESOLUTION NUMBER 12,
THIS TERM OF OFFICE IS RENEWED FOR A PERIOD
AS DETERMINED IN RESOLUTION NUMBER 31
28 THE SHAREHOLDERS' MEETING APPOINTS MRS. Mgmt For For
SWATI PIRAMAL AS DIRECTOR FOR A 3-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2023 FISCAL YEAR, GIVEN
THAT IN THE ABSENCE OF THE APPROVAL OF
RESOLUTION NUMBER 12, THIS TERM OF OFFICE
IS RENEWED FOR A PERIOD AS DETERMINED IN
RESOLUTION NUMBER 31
29 THE SHAREHOLDERS' MEETING APPOINTS MRS. Mgmt For For
NATHALIE VON SIEMENS AS DIRECTOR FOR A
3-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2023 FISCAL YEAR, GIVEN
THAT IN THE ABSENCE OF THE APPROVAL OF
RESOLUTION NUMBER 12, THIS TERM OF OFFICE
IS RENEWED FOR A PERIOD AS DETERMINED IN
RESOLUTION NUMBER 31
30 THE SHAREHOLDERS' MEETING APPOINTS MR. Mgmt For For
ANDREA ZAPPIA AS DIRECTOR FOR A 3-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2023 FISCAL YEAR, GIVEN
THAT IN THE ABSENCE OF THE APPROVAL OF
RESOLUTION NUMBER 12, THIS TERM OF OFFICE
IS RENEWED FOR A PERIOD AS DETERMINED IN
RESOLUTION NUMBER 31
31 THE SHAREHOLDERS' MEETING RESOLVES THAT IF Mgmt For For
THE RESOLUTION NUMBER 12 OF THIS MEETING IS
NOT ADOPTED, 4 DIRECTORS RENEWED OR
APPOINTED WITH THE USE OF THE RESOLUTIONS
NUMBER 19 TO 30 (INCLUSIVE) WILL BE RENEWED
OR APPOINTED, AS APPROPRIATE, FOR A 2-YEAR
PERIOD, WHEREAS ALL THE OTHERS WILL BE
RENEWED OR APPOINTED, AS APPROPRIATE, FOR A
3-YEAR PERIOD. THE 4 DIRECTORS RENEWED OR
APPOINTED, AS APPROPRIATE, FOR 2 YEARS WILL
BE DRAWN BY LOTS
32 THE SHAREHOLDERS' MEETING GRANTS FULL Mgmt For For
POWERS TO THE BEARER OF AN ORIGINAL, A COPY
OR EXTRACT OF THE MINUTES OF THIS MEETING
TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
--------------------------------------------------------------------------------------------------------------------------
EXOR N.V. Agenda Number: 713942983
--------------------------------------------------------------------------------------------------------------------------
Security: N3140A107
Meeting Type: AGM
Meeting Date: 27-May-2021
Ticker:
ISIN: NL0012059018
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
IS REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1 OPENING Non-Voting
2.A 2020 ANNUAL REPORT Non-Voting
2.B REMUNERATION REPORT (ADVISORY VOTE) Mgmt For For
2.C ADOPTION 2020 ANNUAL ACCOUNTS Mgmt For For
2.D EXPLANATION OF THE POLICY ON DIVIDENDS Non-Voting
2.E DIVIDEND DISTRIBUTION Mgmt For For
3.A APPOINTMENT ERNST & YOUNG ACCOUNTANTS LLP Mgmt For For
AS INDEPENDENT EXTERNAL AUDITOR CHARGED
WITH THE AUDITING OF THE ANNUAL ACCOUNTS
FOR THE FINANCIAL YEAR 2021
4.A RELEASE FROM LIABILITY OF THE EXECUTIVE Mgmt For For
DIRECTORS
4.B RELEASE FROM LIABILITY OF THE NON-EXECUTIVE Mgmt For For
DIRECTORS
5.A APPOINTMENT OF MR. A. BANGA AS Mgmt For For
NON-EXECUTIVE DIRECTOR
6.A THE AUTHORIZATION OF THE BOARD OF DIRECTORS Mgmt For For
TO REPURCHASE SHARES
6.B THE AUTHORIZATION OF THE BOARD OF DIRECTORS Mgmt For For
TO CANCEL REPURCHASED SHARES
6.C THE AUTHORIZATION OF THE BOARD OF DIRECTORS Mgmt For For
TO ISSUE ORDINARY SHARES
6.D THE AUTHORIZATION OF THE BOARD OF DIRECTORS Mgmt For For
TO LIMIT OR EXCLUDE PRE-EMPTIVE RIGHTS
6.E THE AUTHORIZATION OF THE BOARD OF DIRECTORS Mgmt For For
TO ISSUE SPECIAL VOTING SHARES A
7 CLOSE OF MEETING Non-Voting
CMMT 21 APR 2021: 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 21 APR 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
FERGUSON PLC Agenda Number: 712909045
--------------------------------------------------------------------------------------------------------------------------
Security: G3421J106
Meeting Type: OGM
Meeting Date: 29-Jul-2020
Ticker:
ISIN: JE00BJVNSS43
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO ADOPT NEW ARTICLES OF ASSOCIATION OF THE Mgmt For For
COMPANY
--------------------------------------------------------------------------------------------------------------------------
FERGUSON PLC Agenda Number: 713329503
--------------------------------------------------------------------------------------------------------------------------
Security: G3421J106
Meeting Type: AGM
Meeting Date: 03-Dec-2020
Ticker:
ISIN: JE00BJVNSS43
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS
2 APPROVE REMUNERATION REPORT Mgmt For For
3 APPROVE FINAL DIVIDEND: 208.2 CENTS PER Mgmt For For
ORDINARY SHARE
4 ELECT BILL BRUNDAGE AS DIRECTOR Mgmt For For
5 RE-ELECT TESSA BAMFORD AS DIRECTOR Mgmt For For
6 RE-ELECT GEOFF DRABBLE AS DIRECTOR Mgmt For For
7 RE-ELECT CATHERINE HALLIGAN AS DIRECTOR Mgmt For For
8 RE-ELECT KEVIN MURPHY AS DIRECTOR Mgmt For For
9 RE-ELECT ALAN MURRAY AS DIRECTOR Mgmt For For
10 RE-ELECT TOM SCHMITT AS DIRECTOR Mgmt For For
11 RE-ELECT DR NADIA SHOURABOURA AS DIRECTOR Mgmt For For
12 RE-ELECT JACQUELINE SIMMONDS AS DIRECTOR Mgmt For For
13 REAPPOINT DELOITTE LLP AS AUDITORS Mgmt For For
14 AUTHORISE THE AUDIT COMMITTEE TO FIX Mgmt For For
REMUNERATION OF AUDITORS
15 AUTHORISE EU POLITICAL DONATIONS AND Mgmt For For
EXPENDITURE
16 AUTHORISE ISSUE OF EQUITY Mgmt For For
17 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS
18 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS IN CONNECTION WITH AN
ACQUISITION OR OTHER CAPITAL INVESTMENT
19 AUTHORISE MARKET PURCHASE OF ORDINARY Mgmt For For
SHARES
CMMT 04 NOV 2020: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO MODIFICATION OF THE TEXT OF
RESOLUTIONS . IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
FRESENIUS MEDICAL CARE AG & CO. KGAA Agenda Number: 712954189
--------------------------------------------------------------------------------------------------------------------------
Security: D2734Z107
Meeting Type: AGM
Meeting Date: 27-Aug-2020
Ticker:
ISIN: DE0005785802
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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
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.
1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS FOR FISCAL 2019
2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF EUR 1.20 PER SHARE
3 APPROVE DISCHARGE OF PERSONALLY LIABLE Mgmt For For
PARTNER FOR FISCAL 2019
4 APPROVE DISCHARGE OF SUPERVISORY BOARD FOR Mgmt For For
FISCAL 2019
5 RATIFY PRICEWATERHOUSECOOPERS GMBH AS Mgmt For For
AUDITORS FOR FISCAL 2020
6 APPROVE REMUNERATION POLICY FOR THE Mgmt For For
MANAGEMENT BOARD
7 APPROVE REMUNERATION POLICY FOR THE Mgmt For For
SUPERVISORY BOARD
8 APPROVE CREATION OF TWO POOLS OF CAPITAL Mgmt For For
WITH PARTIAL EXCLUSION OF PREEMPTIVE RIGHTS
9 AMEND ARTICLES RE: PROOF OF ENTITLEMENT Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
FRESENIUS MEDICAL CARE AG & CO. KGAA Agenda Number: 713838348
--------------------------------------------------------------------------------------------------------------------------
Security: D2734Z107
Meeting Type: AGM
Meeting Date: 20-May-2021
Ticker:
ISIN: DE0005785802
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
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.
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.
1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS FOR FISCAL YEAR 2020
2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF EUR 1.34 PER SHARE
3 APPROVE DISCHARGE OF PERSONALLY LIABLE Mgmt For For
PARTNER FOR FISCAL YEAR 2020
4 APPROVE DISCHARGE OF SUPERVISORY BOARD FOR Mgmt For For
FISCAL YEAR 2020
5 RATIFY PRICEWATERHOUSECOOPERS GMBH AS Mgmt For For
AUDITORS FOR FISCAL YEAR 2021
6.1 ELECT DIETER SCHENK TO THE SUPERVISORY Mgmt For For
BOARD AND TO THE JOINT COMMITTEE
6.2 ELECT ROLF CLASSON TO THE SUPERVISORY BOARD Mgmt For For
AND TO THE JOINT COMMITTEE
6.3 ELECT GREGORY SORENSEN TO THE SUPERVISORY Mgmt For For
BOARD AND TO THE JOINT COMMITTEE
6.4 ELECT DOROTHEA WENZEL TO THE SUPERVISORY Mgmt For For
BOARD AND TO THE JOINT COMMITTEE
6.5 ELECT PASCALE WITZ TO THE SUPERVISORY BOARD Mgmt For For
AND TO THE JOINT COMMITTEE
6.6 ELECT GREGOR ZUEND TO THE SUPERVISORY BOARD Mgmt For For
AND TO THE JOINT COMMITTEE
7 AUTHORIZE SHARE REPURCHASE PROGRAM AND Mgmt For For
REISSUANCE OR CANCELLATION OF REPURCHASED
SHARES
--------------------------------------------------------------------------------------------------------------------------
GLENCORE PLC Agenda Number: 713733740
--------------------------------------------------------------------------------------------------------------------------
Security: G39420107
Meeting Type: AGM
Meeting Date: 29-Apr-2021
Ticker:
ISIN: JE00B4T3BW64
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE THE COMPANY'S ACCOUNTS AND THE Mgmt For For
REPORTS OF THE DIRECTORS AND AUDITORS FOR
THE YEAR ENDED 31 DECEMBER 2020
2 TO APPROVE THAT THE COMPANY'S CAPITAL Mgmt For For
CONTRIBUTION RESERVES (FORMING PART OF ITS
SHARE PREMIUM ACCOUNT) BE REDUCED AND BE
REPAID TO SHAREHOLDERS AS PER THE TERMS SET
OUT IN THE NOTICE OF MEETING
3 TO RE-ELECT ANTHONY HAYWARD AS A DIRECTOR Mgmt For For
4 TO RE-ELECT IVAN GLASENBERG AS A DIRECTOR, Mgmt For For
FOR A TERM EXPIRING ON 30 JUNE 2021
5 TO RE-ELECT PETER COATES AS A DIRECTOR Mgmt For For
6 TO RE-ELECT MARTIN GILBERT AS A DIRECTOR Mgmt For For
7 TO RE-ELECT GILL MARCUS AS A DIRECTOR Mgmt For For
8 TO RE-ELECT PATRICE MERRIN AS A DIRECTOR Mgmt For For
9 TO RE-ELECT KALIDAS MADHAVPEDDI AS A Mgmt For For
DIRECTOR
10 TO ELECT CYNTHIA CARROLL AS A DIRECTOR Mgmt For For
11 TO REAPPOINT DELOITTE LLP AS THE COMPANY'S Mgmt For For
AUDITORS TO HOLD OFFICE UNTIL THE
CONCLUSION OF THE NEXT GENERAL MEETING AT
WHICH ACCOUNTS ARE LAID OR A DATE TO BE
DETERMINED BY THE DIRECTORS
12 TO AUTHORISE THE AUDIT COMMITTEE TO FIX THE Mgmt For For
REMUNERATION OF THE AUDITORS
13 TO APPROVE RULES OF THE GLENCORE PLC Mgmt For For
INCENTIVE PLAN
14 TO APPROVE COMPANY'S CLIMATE ACTION Mgmt For For
TRANSITION PLAN DATED 4TH DECEMBER 2020
15 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt For For
POLICY AS SET OUT IN THE 2020 ANNUAL REPORT
16 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt For For
REPORT AS SET OUT IN THE 2020 ANNUAL REPORT
17 TO RENEW THE AUTHORITY CONFERRED ON THE Mgmt For For
DIRECTORS PURSUANT TO ARTICLE 10.2 OF THE
COMPANY'S ARTICLES OF ASSOCIATION
18 SUBJECT TO THE PASSING OF RESOLUTION 17, TO Mgmt For For
RENEW THE AUTHORITY CONFERRED ON THE
DIRECTORS PURSUANT TO ARTICLE 10.3 OF THE
COMPANY'S ARTICLES OF ASSOCIATION TO ALLOT
EQUITY SECURITIES FOR CASH FOR AN ALLOTMENT
PERIOD
19 SUBJECT TO THE PASSING OF RESOLUTION 17, Mgmt For For
AND IN ADDITION TO ANY AUTHORITY GRANTED
UNDER RESOLUTION 18, TO EMPOWER THE
DIRECTORS PURSUANT TO ARTICLE 10.3 OF THE
ARTICLES TO ALLOT EQUITY SECURITIES FOR
CASH FOR AN ALLOTMENT PERIOD
20 TO AUTHORISE THE COMPANY TO MAKE MARKET Mgmt For For
PURCHASES OF ORDINARY SHARES
--------------------------------------------------------------------------------------------------------------------------
GRUPO TELEVISA, S.A.B. Agenda Number: 935409993
--------------------------------------------------------------------------------------------------------------------------
Security: 40049J206
Meeting Type: Annual
Meeting Date: 28-Apr-2021
Ticker: TV
ISIN: US40049J2069
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
L1 Resolution 1. Mgmt For
L2 Resolution 2. Mgmt For
LA1 Resolution 1. Mgmt For
L3 Resolution II. Mgmt For
D1 Resolution 1 Mgmt Abstain
D2 Resolution 2 Mgmt Abstain
D1A Resolution 1 Mgmt Abstain
D1B Resolution 2 Mgmt Abstain
D3 Resolution II Mgmt Abstain
A Resolution I Mgmt Abstain
B Resolution II Mgmt Abstain
C Resolution III Mgmt Abstain
D Resolution IV Mgmt Abstain
E Resolution V Mgmt Abstain
F Resolution VI Mgmt Abstain
G Resolution VII Mgmt Abstain
H Resolution VIII Mgmt Abstain
A1 Resolution 1 Mgmt Abstain
A2 Resolution 2 Mgmt Abstain
A3 Resolution 3 Mgmt Abstain
A4 Resolution 4 Mgmt Abstain
A5 Resolution 5 Mgmt Abstain
A6 Resolution 6 Mgmt Abstain
A7 Resolution 7 Mgmt Abstain
A8 Resolution 8 Mgmt Abstain
A9 Resolution 9 Mgmt Abstain
A10 Resolution 10 Mgmt Abstain
A11 Resolution 11 Mgmt Abstain
B1 Resolution 1 Mgmt Abstain
B2 Resolution 2 Mgmt Abstain
B3 Resolution 3 Mgmt Abstain
B4 Resolution 4 Mgmt Abstain
B5 Resolution 5 Mgmt Abstain
BA1 Resolution 1 Mgmt Abstain
BA2 Resolution 2 Mgmt Abstain
BA3 Resolution 3 Mgmt Abstain
BA4 Resolution 4 Mgmt Abstain
BA5 Resolution 5 Mgmt Abstain
A12 Resolution X Mgmt Abstain
A13 Resolution XI Mgmt Abstain
A14 Resolution XII Mgmt Abstain
A15 Resolution XIII Mgmt Abstain
A16 Resolution XIV Mgmt Abstain
AB1 Resolution I Mgmt Abstain
AB2 Resolution II Mgmt Abstain
--------------------------------------------------------------------------------------------------------------------------
GRUPO TELEVISA, S.A.B. Agenda Number: 935431027
--------------------------------------------------------------------------------------------------------------------------
Security: 40049J206
Meeting Type: Annual
Meeting Date: 24-May-2021
Ticker: TV
ISIN: US40049J2069
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
I Presentation and, in its case, approval for Mgmt For
the Company and its controlled entities to
carry out certain actions to combine its
content segment with Univision Holdings,
Inc. or its successors, including the other
related acts that may be necessary or
convenient in connection with the above.
II Appointment of special delegates to Mgmt For
formalize the resolutions adopted at the
meeting.
--------------------------------------------------------------------------------------------------------------------------
H & M HENNES & MAURITZ AB Agenda Number: 713838386
--------------------------------------------------------------------------------------------------------------------------
Security: W41422101
Meeting Type: AGM
Meeting Date: 06-May-2021
Ticker:
ISIN: SE0000106270
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS Non-Voting
AN AGAINST VOTE IF THE MEETING REQUIRES
APPROVAL FROM THE MAJORITY OF PARTICIPANTS
TO PASS A RESOLUTION
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
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. THANK YOU
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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 473174 DUE TO RECEIPT OF UPDATED
AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL
NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU
1 OPENING OF THE AGM Non-Voting
2 ELECTION OF A CHAIRMAN FOR THE AGM: SVEN Non-Voting
UNGER
3 ELECTION OF PEOPLE TO CHECK THE MINUTES: Non-Voting
JAN ANDERSSON OF SWEDBANK ROBUR FONDER,
ANDERS OSCARSSON OF AMF AND AMF FONDER
4 ESTABLISHMENT AND APPROVAL OF VOTING LIST Non-Voting
5 APPROVAL OF THE AGENDA Non-Voting
6 EXAMINATION OF WHETHER THE MEETING WAS DULY Non-Voting
CONVENED
7 PRESENTATION OF THE ANNUAL ACCOUNTS AND Non-Voting
AUDITOR'S REPORT AS WELL AS THE
CONSOLIDATED ACCOUNTS AND CONSOLIDATED
AUDITOR'S REPORT, AND AUDITOR'S STATEMENT
ON WHETHER THE GUIDELINES FOR REMUNERATION
OF SENIOR EXECUTIVES APPLICABLE SINCE THE
LAST AGM HAVE BEEN FOLLOWED
8.A RESOLUTION ON ADOPTION OF THE INCOME Mgmt For For
STATEMENT AND BALANCE SHEET AS WELL AS THE
CONSOLIDATED INCOME STATEMENT AND
CONSOLIDATED BALANCE SHEET
8.B.1 RESOLUTION ON DISPOSAL OF THE COMPANY'S Mgmt For For
EARNINGS IN ACCORDANCE WITH THE ADOPTED
BALANCE SHEET: PROPOSAL BY THE BOARD OF
DIRECTORS: THE BOARD OF DIRECTORS PROPOSES
TO THE 2021 ANNUAL GENERAL MEETING THAT NO
DIVIDEND IS PAID AND THAT THE FUNDS AT THE
DISPOSAL OF THE GENERAL MEETING ARE CARRIED
FORWARD
8.B.2 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against
SHAREHOLDER PROPOSAL: PROPOSAL BY THE
SHAREHOLDER CLEAN CLOTHES CAMPAIGN: THE
SHAREHOLDER CLEAN CLOTHES CAMPAIGN
INTERNATIONAL OFFICE ("CCC") PROPOSES THAT
THE ANNUAL GENERAL MEETING CALL ON THE
COMPANY'S BOARD OF DIRECTORS TO PAY NO
DIVIDEND FOR THIS FINANCIAL YEAR. THE
COMPANY'S EARNINGS SHALL INSTEAD BE USED TO
ENSURE ALL WORKERS IN H&M'S SUPPLY CHAIN
ARE PAID REMUNERATION EQUAL TO, OR GREATER
THAN, WHAT THEY WERE PAID AT THE TIME
BEFORE THE COVID-19 PANDEMIC STARTED. IN
ADDITION, THOSE WORKERS WHO HAVE LOST THEIR
JOBS SHALL RECEIVE THE SEVERANCE PAY TO
WHICH THEY ARE ENTITLED. FOR THIS REASON,
CCC ASKS H&M TO SIGN UP TO THE GUARANTEE
FUND FOR SEVERANCE PAY FOR WORKERS ("THE
SEVERANCE GUARANTEE FUND") WHICH MORE THAN
200 CIVIL SOCIETY ORGANISATIONS AND TRADE
UNIONS ARE DEMANDING BE ESTABLISHED
8.C.1 RESOLUTION ON DISCHARGE OF THE MEMBER OF Mgmt For For
THE BOARD AND THE CEO FROM LIABILITY TO THE
COMPANY: KARL-JOHAN PERSSON (CHAIRMAN OF
THE BOARD)
8.C.2 RESOLUTION ON DISCHARGE OF THE MEMBER OF Mgmt For For
THE BOARD AND THE CEO FROM LIABILITY TO THE
COMPANY: STEFAN PERSSON (CHAIRMAN OF THE
BOARD FOR THE PERIOD 1 JAN - 7 MAY)
8.C.3 RESOLUTION ON DISCHARGE OF THE MEMBER OF Mgmt For For
THE BOARD AND THE CEO FROM LIABILITY TO THE
COMPANY: STINA BERGFORS (BOARD MEMBER)
8.C.4 RESOLUTION ON DISCHARGE OF THE MEMBER OF Mgmt For For
THE BOARD AND THE CEO FROM LIABILITY TO THE
COMPANY: ANDERS DAHLVIG (BOARD MEMBER)
8.C.5 RESOLUTION ON DISCHARGE OF THE MEMBER OF Mgmt For For
THE BOARD AND THE CEO FROM LIABILITY TO THE
COMPANY: DANICA KRAGIC JENSFELT (BOARD
MEMBER)
8.C.6 RESOLUTION ON DISCHARGE OF THE MEMBER OF Mgmt For For
THE BOARD AND THE CEO FROM LIABILITY TO THE
COMPANY: LENA PATRIKSSON KELLER (BOARD
MEMBER)
8.C.7 RESOLUTION ON DISCHARGE OF THE MEMBER OF Mgmt For For
THE BOARD AND THE CEO FROM LIABILITY TO THE
COMPANY: CHRISTIAN SIEVERT (BOARD MEMBER)
8.C.8 RESOLUTION ON DISCHARGE OF THE MEMBER OF Mgmt For For
THE BOARD AND THE CEO FROM LIABILITY TO THE
COMPANY: ERICA WIKING HAGER (BOARD MEMBER)
8.C.9 RESOLUTION ON DISCHARGE OF THE MEMBER OF Mgmt For For
THE BOARD AND THE CEO FROM LIABILITY TO THE
COMPANY: NIKLAS ZENNSTROM (BOARD MEMBER)
8.C10 RESOLUTION ON DISCHARGE OF THE MEMBER OF Mgmt For For
THE BOARD AND THE CEO FROM LIABILITY TO THE
COMPANY: INGRID GODIN (BOARD MEMBER)
8.C11 RESOLUTION ON DISCHARGE OF THE MEMBER OF Mgmt For For
THE BOARD AND THE CEO FROM LIABILITY TO THE
COMPANY: ALEXANDRA ROSENQVIST (BOARD
MEMBER)
8.C12 RESOLUTION ON DISCHARGE OF THE MEMBER OF Mgmt For For
THE BOARD AND THE CEO FROM LIABILITY TO THE
COMPANY: HELENA ISBERG (DEPUTY BOARD
MEMBER)
8.C13 RESOLUTION ON DISCHARGE OF THE MEMBER OF Mgmt For For
THE BOARD AND THE CEO FROM LIABILITY TO THE
COMPANY: MARGARETA WELINDER (DEPUTY BOARD
MEMBER)
8.C14 RESOLUTION ON DISCHARGE OF THE MEMBER OF Mgmt For For
THE BOARD AND THE CEO FROM LIABILITY TO THE
COMPANY: HELENA HELMERSSON (CEO FOR THE
PERIOD 30 JAN - 31 DEC)
8.C15 RESOLUTION ON DISCHARGE OF THE MEMBER OF Mgmt For For
THE BOARD AND THE CEO FROM LIABILITY TO THE
COMPANY: KARL-JOHAN PERSSON (CEO FOR THE
PERIOD 1 JAN - 29 JAN)
9.1 ESTABLISHMENT OF THE NUMBER OF BOARD Mgmt For For
MEMBERS: THE NOMINATION COMMITTEE PROPOSES
EIGHT BOARD MEMBERS WITH NO DEPUTIES
9.2 ESTABLISHMENT OF THE NUMBER OF AUDITORS: Mgmt For For
THE NOMINATION COMMITTEE PROPOSES THAT ONE
AUDITOR BE ELECTED
10.1 ESTABLISHMENT OF FEES TO THE BOARD Mgmt For For
10.2 ESTABLISHMENT OF FEES TO THE AUDITORS Mgmt For For
11.1 ELECTION OF BOARD MEMBER: STINA BERGFORS Mgmt For For
11.2 ELECTION OF BOARD MEMBER: ANDERS DAHLVIG Mgmt For For
11.3 ELECTION OF BOARD MEMBER: DANICA KRAGIC Mgmt For For
JENSFELT
11.4 ELECTION OF BOARD MEMBER: LENA PATRIKSSON Mgmt For For
KELLER
11.5 ELECTION OF BOARD MEMBER: KARL-JOHAN Mgmt For For
PERSSON
11.6 ELECTION OF BOARD MEMBER: CHRISTIAN SIEVERT Mgmt Against Against
11.7 ELECTION OF BOARD MEMBER: ERICA WIKING Mgmt For For
HAGER
11.8 ELECTION OF BOARD MEMBER: NIKLAS ZENNSTROM Mgmt For For
11.9 ELECTION OF KARL-JOHAN PERSSON AS CHAIRMAN Mgmt For For
OF THE BOARD
12 ELECTION OF AUDITOR: THE NOMINATION Mgmt For For
COMMITTEE PROPOSES, IN ACCORDANCE WITH THE
RECOMMENDATION BY THE AUDITING COMMITTEE
THAT HAS BEEN APPROVED BY THE WHOLE BOARD
AS A RECOMMENDATION, THAT REGISTERED
ACCOUNTING FIRM DELOITTE AB BE ELECTED AS
AUDITOR OF THE COMPANY UNTIL THE CONCLUSION
OF THE 2022 ANNUAL GENERAL MEETING.
DELOITTE AB HAS NOTIFIED THAT IF THE AGM
APPROVES THE PROPOSAL, AUTHORISED PUBLIC
ACCOUNTANT DIDRIK ROOS WILL BE THE
AUDITOR-IN-CHARGE
13.1 ELECTION OF MEMBERS OF THE NOMINATION Mgmt For For
COMMITTEE: THAT THE ANNUAL GENERAL MEETING
APPOINT THE CHAIRMAN OF THE BOARD
KARL-JOHAN PERSSON AS WELL AS STEFAN
PERSSON (NOMINATED BY RAMSBURY INVEST AB),
LOTTIE THAM, JAN ANDERSSON (NOMINATED BY
SWEDBANK ROBUR FONDER) AND ERIK DURHAN
(NOMINATED BY NORDEA FONDER) AS THE
NOMINATION COMMITTEE. THIS NOMINATION
COMMITTEE SHALL TAKE UP ITS DUTIES
IMMEDIATELY. ITS TERM OF OFFICE SHALL
CONTINUE UNTIL A NEW NOMINATION COMMITTEE
IS APPOINTED
13.2 ESTABLISHMENT OF PRINCIPLES FOR THE Mgmt For For
NOMINATION COMMITTEE
14 APPROVAL OF THE BOARD'S REMUNERATION REPORT Mgmt For For
15 RESOLUTION ON GUIDELINES FOR REMUNERATION Mgmt For For
OF SENIOR EXECUTIVES
16 RESOLUTION ON THE BOARD'S PROPOSED Mgmt For For
AMENDMENT TO THE ARTICLES OF ASSOCIATION
17 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against
SHAREHOLDER PROPOSAL: RESOLUTION ON
SHAREHOLDER'S PROPOSED AMENDMENT TO THE
ARTICLES OF ASSOCIATION: THE SHAREHOLDER
FONDAZIONE FINANZA ETICA PROPOSES THAT
SECTION 14 OF THE ARTICLES OF ASSOCIATION
BE AMENDED BY ADDING THE FOLLOWING ITEM:
ITEM 12. ANNUAL PROXY VOTE AND REPORT ON
CLIMATE CHANGE. THE ANNUAL CORPORATE PROXY
STATEMENT SHALL INCLUDE A PROPOSAL
REQUIRING AN ADVISORY VOTE BY THE
SHAREHOLDERS EXPRESSING NON-BINDING
ADVISORY APPROVAL OR DISAPPROVAL OF THE
COMPANY'S PUBLIC CLIMATE POLICIES AND
STRATEGIES, TAKING INTO ACCOUNT KEY
CLIMATE-RELATED BENCHMARKS. THE BOARD OF
DIRECTORS IS AUTHORISED TO INCLUDE IN THE
COMPANY'S ANNUAL CORPORATE PROXY STATEMENT,
OR IN ANOTHER PUBLICATION, A REPORT THAT
CHARACTERISES THE SCALE AND PACE OF ITS
RESPONSIVE MEASURES ASSOCIATED WITH CLIMATE
CHANGE, INCLUDING REFERRING - ACCORDING TO
THE BOARD'S ASSESSMENT - TO THE COMPANY'S
ALIGNMENT WITH CLIMATE-RELATED BENCHMARKS.
NOTHING IN THIS SECTION SHALL BE CONSTRUED
AS CONSTRAINING THE BOARD'S OR THE
MANAGEMENT'S DISCRETIONARY POWERS AS
REGARDS DISCLOSING OR MANAGING ISSUES
RELATED TO A CLIMATE TRANSITION
18 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against
SHAREHOLDER PROPOSAL: RESOLUTION ON
SHAREHOLDER'S PROPOSAL THAT THE COMPANY
PROVIDE INFORMATION ON SUSTAINABILITY GOALS
AND DISCLOSE CERTAIN OTHER INFORMATION
CONCERNING, AMONG OTHER THINGS,
REMUNERATION TO SENIOR EXECUTIVES: THE
SHAREHOLDER FONDAZIONE FINANZA ETICA
PROPOSES THAT H&M: FULLY REPORTS THE
SUSTAINABILITY GOALS THAT MUST BE ACHIEVED
IN ORDER FOR VARIABLE REMUNERATION TO BE
PAID TO SENIOR EXECUTIVES AND ANNUALLY
REPORTS THE PERFORMANCE OF SENIOR
EXECUTIVES AGAINST THOSE GOALS; DISCLOSES
PRECISELY THE EXECUTIVES TO WHICH THE
ABOVEMENTIONED GOALS APPLY; PUBLISHES THE
RATIOS OF FIXED TO VARIABLE PAY FOR THE
GROUP'S CEO AND CHAIRMAN AS WELL AS THE
AVERAGE RATIO OF FIXED TO VARIABLE PAY FOR
THE COMPANY'S SENIOR EXECUTIVES; INDICATES
WHAT PART OF THE VARIABLE REMUNERATION IS
BASED ON SUSTAINABILITY CRITERIA THAT ARE
LINKED TO A LONG-TERM INCENTIVE PLAN; AND,
WHERE APPLICABLE, EXPLAINS WHETHER OTHER
COMPARABLE COMPANIES' REMUNERATION SYSTEMS
HAVE BEEN TAKEN INTO ACCOUNT WHEN
ESTABLISHING THE REMUNERATION SYSTEM FOR
SENIOR EXECUTIVES; AND PROVIDES INFORMATION
ON WHETHER EXTERNAL ADVISORS TOOK PART IN
THE DEVELOPING THE REMUNERATION SYSTEM AND,
IF SO, WHICH ADVISORS THESE ARE
19 CLOSING OF THE AGM Non-Voting
--------------------------------------------------------------------------------------------------------------------------
HENKEL AG & CO. KGAA Agenda Number: 713657736
--------------------------------------------------------------------------------------------------------------------------
Security: D3207M102
Meeting Type: AGM
Meeting Date: 16-Apr-2021
Ticker:
ISIN: DE0006048408
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
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.
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.
1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS
2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF EUR 1.83 PER ORDINARY SHARE AND EUR 1.85
PER PREFERRED SHARE
3 APPROVE DISCHARGE OF PERSONALLY LIABLE Mgmt For For
PARTNER FOR FISCAL YEAR 2020
4 APPROVE DISCHARGE OF SUPERVISORY BOARD FOR Mgmt For For
FISCAL YEAR 2020
5 APPROVE DISCHARGE OF SHAREHOLDERS' Mgmt For For
COMMITTEE FOR FISCAL YEAR 2020
6 RATIFY PRICEWATERHOUSECOOPERS GMBH AS Mgmt For For
AUDITORS FOR FISCAL YEAR 2021
7 ELECT JAMES ROWAN TO THE SHAREHOLDERS' Mgmt For For
COMMITTEE
8 APPROVE REMUNERATION POLICY Mgmt For For
9 AMEND ARTICLES RE: REMUNERATION OF Mgmt For For
SUPERVISORY BOARD AND SHAREHOLDERS'
COMMITTEE
10 APPROVE REMUNERATION OF SUPERVISORY BOARD Mgmt For For
AND SHAREHOLDERS' COMMITTEE
11 AMEND ARTICLES RE: ELECTRONIC PARTICIPATION Mgmt For For
IN THE GENERAL MEETING
CMMT 25 MAR 2021: 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 25 MAR 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
INTESA SANPAOLO SPA Agenda Number: 713738752
--------------------------------------------------------------------------------------------------------------------------
Security: T55067101
Meeting Type: MIX
Meeting Date: 28-Apr-2021
Ticker:
ISIN: IT0000072618
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
IS REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
O.1.a TO APPROVE THE 2020 THE PARENT COMPANY Mgmt For For
BALANCE SHEET
O.1.b NET INCOME ALLOCATION AND DISTRIBUTION OF A Mgmt For For
DIVIDEND AND OF A PART OF THE SHARE PREMIUM
RESERVE TO THE SHAREHOLDERS
O.2.a REWARDING POLICY AND EMOLUMENTS PAID Mgmt For For
REPORT: SECTION I - 2021 INTESA SANPAOLO
GROUP REWARDING AND INCENTIVES POLICY
O.2.b REWARDING POLICY AND EMOLUMENTS PAID Mgmt For For
REPORT: NON-BINDING RESOLUTION ON THE
SECTION II - INFORMATION ON THE EMOLUMENTS
PAID DURING THE 2020
O.2.c TO INCREASE THE BUDGETARY IMPACT OF THE Mgmt For For
NON-RECURRING REWARD WITH RESPECT TO THE
RECURRING REWARD WITHIN THE EMPLOYMENT
OFFER IN FAVOR OF THE FINANCIAL ADVISORS
NEWLY ENTERING INTESA SANPAOLO GROUP
O.2.d APPROVAL OF THE 2021 ANNUAL INCENTIVES Mgmt For For
SYSTEM BASED ON FINANCIAL SECURITIES
O.2.e TO UPDATE OF THE LONG-TERM INCENTIVES PLAN Mgmt For For
FOR THE YEARS 2018-2021 POP (PERFORMANCE
CALL OPTION) IN FAVOR OF THE TOP
MANAGEMENT, THE RISK TAKER AND THE
STRATEGIC MANAGERS. RESOLUTIONS RELATED
THERETO
O.2.f DIRECTORS AND OFFICERS' LIABILITY Mgmt For For
INSURANCE. RESOLUTIONS RELATED THERETO
O.3.a AUTHORIZATION TO PURCHASE AND DISPOSE OF Mgmt For For
OWN SHARES FOR THE INCENTIVES PLANS
O.3.b AUTHORIZATION TO PURCHASE AND DISPOSE OF Mgmt For For
OWN SHARES FOR THE MARKET OPERATIONS
E.1 TO AMEND THE FOLLOWING ARTICLES OF THE Mgmt For For
BY-LAW: ART. 2 (REGISTERED OFFICE), 13
(BOARD OF DIRECTORS AND MANAGEMENT CONTROL
COMMITTEE), 14 (ELECTION OD BOARD OF
DIRECTORS), 17 (MEETINGS AND RESOLUTIONS OF
THE BOARD OF DIRECTORS), 18 (POWERS OF THE
BOARD OF DIRECTORS), 19 (CHAIRMAN OF THE
BOARD OF DIRECTORS), 29 (FINANCIAL
STATEMENTS AND NET INCOME); ANNULMENT OF
THE TITLE VIII OF THE BY-LAW (TRANSITORY
RULES, INCLUDING ARTICLES 34 (PROVISIONS OF
THE ARTICLES OF ASSOCIATION INTRODUCED BY
THE SHAREHOLDERS' MEETING ON 26 FEBRUARY
2016) AND 35 (CHAIRMAN EMERITUS))
CMMT 30 MAR 2021: 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 30 MAR 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
KOMATSU LTD. Agenda Number: 714203938
--------------------------------------------------------------------------------------------------------------------------
Security: J35759125
Meeting Type: AGM
Meeting Date: 18-Jun-2021
Ticker:
ISIN: JP3304200003
--------------------------------------------------------------------------------------------------------------------------
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 Ohashi, Tetsuji Mgmt For For
2.2 Appoint a Director Ogawa, Hiroyuki Mgmt For For
2.3 Appoint a Director Moriyama, Masayuki Mgmt For For
2.4 Appoint a Director Mizuhara, Kiyoshi Mgmt For For
2.5 Appoint a Director Kigawa, Makoto Mgmt For For
2.6 Appoint a Director Kunibe, Takeshi Mgmt For For
2.7 Appoint a Director Arthur M. Mitchell Mgmt For For
2.8 Appoint a Director Horikoshi, Takeshi Mgmt For For
2.9 Appoint a Director Saiki, Naoko Mgmt For For
3.1 Appoint a Corporate Auditor Ono, Kotaro Mgmt For For
3.2 Appoint a Corporate Auditor Inagaki, Mgmt For For
Yasuhiro
--------------------------------------------------------------------------------------------------------------------------
KUEHNE + NAGEL INTERNATIONAL AG Agenda Number: 713023909
--------------------------------------------------------------------------------------------------------------------------
Security: H4673L145
Meeting Type: EGM
Meeting Date: 02-Sep-2020
Ticker:
ISIN: CH0025238863
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
ARE REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU.
CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting
AGENDA AND MEETING ATTENDANCE REQUESTS
ONLY. PLEASE ENSURE THAT YOU HAVE FIRST
VOTED IN FAVOUR OF THE REGISTRATION OF
SHARES IN PART 1 OF THE MEETING. IT IS A
MARKET REQUIREMENT FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A REGISTERED LOCATION AT THE CSD,
AND SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE.
THEREFORE WHILST THIS DOES NOT PREVENT THE
TRADING OF SHARES, ANY THAT ARE REGISTERED
MUST BE FIRST DEREGISTERED IF REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT REPRESENTATIVE
1 RESOLUTION REGARDING THE DISTRIBUTION OF Mgmt For For
DIVIDENDS UPON APPROVAL BY THE
EXTRAORDINARY GENERAL MEETING, PAYMENT OF
THE DIVIDEND FOR THE BUSINESS YEAR 2019
WILL BE EFFECTED AS OF 8 SEPTEMBER 2020
CMMT 13 AUG 2020: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO REMOVED SPACES FROM THE
RESOLUTION 1. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
LAFARGEHOLCIM LTD Agenda Number: 713905834
--------------------------------------------------------------------------------------------------------------------------
Security: H4768E105
Meeting Type: AGM
Meeting Date: 04-May-2021
Ticker:
ISIN: CH0012214059
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
ARE REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU.
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 528775 DUE TO RECEIPT OF
ADDITIONAL RESOLUTION 7. 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
CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting
AGENDA AND MEETING ATTENDANCE REQUESTS
ONLY. PLEASE ENSURE THAT YOU HAVE FIRST
VOTED IN FAVOUR OF THE REGISTRATION OF
SHARES IN PART 1 OF THE MEETING. IT IS A
MARKET REQUIREMENT FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A REGISTERED LOCATION AT THE CSD,
AND SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE.
THEREFORE WHILST THIS DOES NOT PREVENT THE
TRADING OF SHARES, ANY THAT ARE REGISTERED
MUST BE FIRST DEREGISTERED IF REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT REPRESENTATIVE
1.1 APPROVAL OF THE MANAGEMENT REPORT, THE Mgmt For For
ANNUAL CONSOLIDATED FINANCIAL STATEMENTS OF
THE GROUP, AND THE ANNUAL FINANCIAL
STATEMENTS OF LAFARGEHOLCIM LTD
1.2 ADVISORY VOTE ON THE COMPENSATION REPORT Mgmt For For
2 DISCHARGE OF THE MEMBERS OF THE BOARD OF Mgmt For For
DIRECTORS AND THE PERSONS ENTRUSTED WITH
MANAGEMENT
3.1 APPROPRIATION OF AVAILABLE EARNINGS: THE Mgmt For For
BOARD OF DIRECTORS' MOTION IS THAT THE
AVAILABLE EARNINGS OF CHF 14,824 MILLION
(COMPRISING RETAINED EARNINGS OF CHF 13,343
MILLION CARRIED FORWARD FROM THE PREVIOUS
YEAR AND NET INCOME FOR 2020 OF CHF 1,481
MILLION) BE CARRIED FORWARD TO THE NEW
ACCOUNT
3.2 DISTRIBUTION PAYABLE OUT OF CAPITAL Mgmt For For
CONTRIBUTION RESERVES: THE BOARD OF
DIRECTORS' MOTION IS TO DISTRIBUTE CHF 2.00
PER REGISTERED SHARE OF CHF 2.00 PAR VALUE
UP TO AN AMOUNT OF CHF 1,224 MILLION
4.1 CHANGE OF NAME OF HOLDING COMPANY: THE Mgmt For For
BOARD OF DIRECTORS' MOTION IS TO AMEND THE
FIRST PART OF ART. 1 OF THE ARTICLES OF
INCORPORATION AS FOLLOWS (CHANGES ARE
HIGHLIGHTED IN ITALICS): ARTICLE 1: UNDER
THE NAME HOLCIM LTD (HOLCIM AG) (HOLCIM
S.A.) SHALL EXIST A CORPORATION UNDER SWISS
LAW, OF UNDETERMINED DURATION
4.2 RELOCATION OF REGISTERED OFFICE OF HOLDING Mgmt For For
COMPANY
5.1.1 RE-ELECTION OF DR. BEAT HESS AS A MEMBER Mgmt For For
AND RE-ELECTION AS CHAIRMAN OF THE BOARD OF
DIRECTORS
5.1.2 RE-ELECTION OF PROF. DR. PHILIPPE BLOCK AS Mgmt For For
A MEMBER OF THE BOARD OF DIRECTORS
5.1.3 RE-ELECTION OF KIM FAUSING AS A MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
5.1.4 RE-ELECTION OF COLIN HALL AS A MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
5.1.5 RE-ELECTION OF NAINA LAL KIDWAI AS A MEMBER Mgmt For For
OF THE BOARD OF DIRECTORS
5.1.6 RE-ELECTION OF PATRICK KRON AS A MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
5.1.7 RE-ELECTION OF ADRIAN LOADER AS A MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
5.1.8 RE-ELECTION OF JURG OLEAS AS A MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
5.1.9 RE-ELECTION OF CLAUDIA SENDER RAMIREZ AS A Mgmt For For
MEMBER OF THE BOARD OF DIRECTORS
5.110 RE-ELECTION OF HANNE BIRGITTE BREINBJERG Mgmt For For
SORENSEN AS A MEMBER OF THE BOARD OF
DIRECTORS
5.111 RE-ELECTION OF DR. DIETER SPALTI AS A Mgmt For For
MEMBER OF THE BOARD OF DIRECTORS
5.2.1 ELECTION OF JAN JENISCH AS A MEMBER OF THE Mgmt For For
BOARD OF DIRECTORS
5.3.1 RE-ELECTION OF COLIN HALL AS A MEMBER OF Mgmt For For
THE NOMINATION, COMPENSATION & GOVERNANCE
COMMITTEE
5.3.2 RE-ELECTION OF ADRIAN LOADER AS A MEMBER OF Mgmt For For
THE NOMINATION, COMPENSATION & GOVERNANCE
COMMITTEE
5.3.3 RE-ELECTION OF CLAUDIA SENDER RAMIREZ AS A Mgmt For For
MEMBER OF THE NOMINATION, COMPENSATION &
GOVERNANCE COMMITTEE
5.3.4 RE-ELECTION OF HANNE BIRGITTE BREINBJERG Mgmt For For
SORENSEN AS A MEMBER OF THE NOMINATION,
COMPENSATION & GOVERNANCE COMMITTEE
5.4.1 ELECTION OF DR. DIETER SPALTI AS A MEMBER Mgmt For For
OF THE NOMINATION, COMPENSATION &
GOVERNANCE COMMITTEE
5.5.1 RE-ELECTION OF THE AUDITOR: CONFERRAL OF Mgmt For For
THE MANDATE FOR THE AUDITOR FOR THE
FINANCIAL YEAR 2021 ON DELOITTE AG, ZURICH,
SWITZERLAND
5.5.2 RE-ELECTION OF THE INDEPENDENT PROXY: Mgmt For For
RE-ELECTION OF DR. SABINE BURKHALTER
KAIMAKLIOTIS OF VOSER ATTORNEYS AT LAW,
STADTTURMSTRASSE 19, 5401 BADEN,
SWITZERLAND, AS THE INDEPENDENT PROXY FOR A
TERM OF OFFICE OF ONE YEAR, EXPIRING AFTER
THE COMPLETION OF THE ANNUAL GENERAL
MEETING 2022
6.1 COMPENSATION OF THE BOARD OF DIRECTORS FOR Mgmt For For
THE NEXT TERM OF OFFICE
6.2 COMPENSATION OF THE EXECUTIVE COMMITTEE FOR Mgmt For For
THE FINANCIAL YEAR 2022
7 GENERAL INSTRUCTIONS ON UNANNOUNCED Mgmt Against Against
PROPOSALS/NEW ITEMS ON THE AGENDA. FOR = IN
ACCORDANCE WITH THE BOARD OF DIRECTORS,
AGAINST = REJECTION, ABSTAIN = ABSTENTION
--------------------------------------------------------------------------------------------------------------------------
LIBERTY GLOBAL PLC Agenda Number: 935425442
--------------------------------------------------------------------------------------------------------------------------
Security: G5480U104
Meeting Type: Annual
Meeting Date: 16-Jun-2021
Ticker: LBTYA
ISIN: GB00B8W67662
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O1 Elect Michael T. Fries as a director of Mgmt For For
Liberty Global for a term expiring at the
annual general meeting to be held in 2024
or until a successor in interest is
appointed.
O2 Elect Paul A. Gould as a director of Mgmt For For
Liberty Global for a term expiring at the
annual general meeting to be held in 2024
or until a successor in interest is
appointed.
O3 Elect John C. Malone as a director of Mgmt For For
Liberty Global for a term expiring at the
annual general meeting to be held in 2024
or until a successor in interest is
appointed.
O4 Elect Larry E. Romrell as a director of Mgmt For For
Liberty Global for a term expiring at the
annual general meeting to be held in 2024
or until a successor in interest is
appointed.
O5 Approve, on an advisory basis, the annual Mgmt Against Against
report on the implementation of the
directors' compensation policy for the year
ended December 31, 2020, contained in
Appendix A of the proxy statement (in
accordance with requirements applicable to
U.K. companies).
O6 Ratify the appointment of KPMG LLP (U.S.) Mgmt For For
as Liberty Global's independent auditor for
the year ending December 31, 2021.
O7 Appoint KPMG LLP (U.K.) as Liberty Global's Mgmt For For
U.K. statutory auditor under the U.K.
Companies Act 2006 (the Companies Act) (to
hold office until the conclusion of the
next annual general meeting at which
accounts are laid before Liberty Global).
O8 Authorize the audit committee of Liberty Mgmt For For
Global's board of directors to determine
the U.K. statutory auditor's compensation.
S9 Authorize Liberty Global's board of Mgmt For For
directors in accordance with Section 570 of
the Companies Act to allot equity
securities (as defined in Section 560 of
the Companies Act) for cash pursuant to the
authority conferred under section 551 of
the Companies Act by resolution 10 passed
at the Annual General Meeting of Liberty
Global held on June 11, 2019, without the
rights of preemption provided by Section
561 of the Companies Act.
O10 Authorize Liberty Global and its Mgmt For For
subsidiaries to make political donations to
political parties, independent election
candidates and/or political organizations
other than political parties and/or incur
political expenditures of up to $1,000,000
under the Companies Act.
O11 Approve the form agreements and Mgmt For For
counterparties pursuant to which Liberty
Global may conduct the purchase of its
ordinary shares in the capital of Liberty
Global and authorize all or any of Liberty
Global's directors and senior officers to
enter into, complete and make purchases of
ordinary shares in the capital of Liberty
Global pursuant to the form of agreements
and with any of the approved
counterparties, which approvals will expire
on the fifth anniversary of the 2021 AGM.
--------------------------------------------------------------------------------------------------------------------------
LLOYDS BANKING GROUP PLC Agenda Number: 713722951
--------------------------------------------------------------------------------------------------------------------------
Security: G5533W248
Meeting Type: AGM
Meeting Date: 20-May-2021
Ticker:
ISIN: GB0008706128
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE THE COMPANY'S ACCOUNTS AND THE Mgmt For For
REPORTS OF THE DIRECTORS AND OF THE AUDITOR
FOR THE YEAR ENDED 31 DECEMBER 2020
2 TO ELECT MR R F BUDENBERG AS A DIRECTOR OF Mgmt For For
THE COMPANY
3 TO RE-ELECT MR W L D CHALMERS AS A DIRECTOR Mgmt For For
OF THE COMPANY
4 TO RE-ELECT MR A P DICKINSON AS A DIRECTOR Mgmt For For
OF THE COMPANY
5 TO RE-ELECT MS S C LEGG AS A DIRECTOR OF Mgmt For For
THE COMPANY
6 TO RE-ELECT LORD LUPTON AS A DIRECTOR OF Mgmt For For
THE COMPANY
7 TO RE-ELECT MS A F MACKENZIE AS A DIRECTOR Mgmt For For
OF THE COMPANY
8 TO RE-ELECT MR N E T PRETTEJOHN AS A Mgmt For For
DIRECTOR OF THE COMPANY
9 TO RE-ELECT MR S W SINCLAIR AS A DIRECTOR Mgmt For For
OF THE COMPANY
10 TO RE-ELECT MS C M WOODS AS A DIRECTOR OF Mgmt For For
THE COMPANY
11 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt For For
REPORT IN THE FORM SET OUT ON PAGES 115 TO
134 OF THE ANNUAL REPORT AND ACCOUNTS FOR
THE YEAR ENDED 31 DECEMBER 2020
12 TO DECLARE AND PAY A FINAL ORDINARY Mgmt For For
DIVIDEND OF 0.57 PENCE PER ORDINARY SHARE
IN RESPECT OF THE FINANCIAL YEAR ENDED 31
DECEMBER 2020, PAYABLE ON 25 MAY 2021 TO
ORDINARY SHAREHOLDERS WHOSE NAMES APPEAR IN
THE REGISTER OF MEMBERS AT THE CLOSE OF
BUSINESS ON 16 APRIL 2021
13 TO APPOINT DELOITTE LLP AS AUDITOR OF THE Mgmt For For
COMPANY, TO HOLD OFFICE UNTIL THE
CONCLUSION OF THE NEXT GENERAL MEETING AT
WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY
14 TO AUTHORISE THE AUDIT COMMITTEE TO SET THE Mgmt For For
REMUNERATION OF THE COMPANY'S AUDITOR
15 LLOYDS BANKING GROUP DEFERRED BONUS PLAN Mgmt For For
2021
16 AUTHORITY FOR THE COMPANY AND ITS Mgmt For For
SUBSIDIARIES TO MAKE POLITICAL DONATIONS OR
INCUR POLITICAL EXPENDITURE
17 DIRECTORS' AUTHORITY TO ALLOT SHARES Mgmt For For
18 DIRECTORS' AUTHORITY TO ALLOT SHARES IN Mgmt For For
RELATION TO THE ISSUE OF REGULATORY CAPITAL
CONVERTIBLE INSTRUMENTS
19 LIMITED DISAPPLICATION OF PRE-EMPTION Mgmt For For
RIGHTS
20 LIMITED DISAPPLICATION OF PRE-EMPTION Mgmt For For
RIGHTS IN THE EVENT OF FINANCING AN
ACQUISITION TRANSACTION OR OTHER CAPITAL
INVESTMENT
21 LIMITED DISAPPLICATION OF PRE-EMPTION Mgmt For For
RIGHTS IN RELATION TO THE ISSUE OF
REGULATORY CAPITAL CONVERTIBLE INSTRUMENTS
22 AUTHORITY TO PURCHASE ORDINARY SHARES Mgmt For For
23 AUTHORITY TO PURCHASE PREFERENCE SHARES Mgmt For For
24 ADOPTION OF NEW ARTICLES OF ASSOCIATION Mgmt For For
25 NOTICE PERIOD FOR GENERAL MEETINGS Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
NASPERS LTD Agenda Number: 712907976
--------------------------------------------------------------------------------------------------------------------------
Security: S53435103
Meeting Type: AGM
Meeting Date: 21-Aug-2020
Ticker:
ISIN: ZAE000015889
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O.1 ACCEPTANCE OF ANNUAL FINANCIAL STATEMENTS Mgmt For For
O.2 CONFIRMATION AND APPROVAL OF PAYMENT OF Mgmt For For
DIVIDENDS
O.3 REAPPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
INC. AS AUDITOR
O.4.1 TO CONFIRM THE APPOINTMENT OF THE FOLLOWING Mgmt For For
PERSON AS NON-EXECUTIVE DIRECTOR: M GIROTRA
O.4.2 TO CONFIRM THE APPOINTMENT OF THE FOLLOWING Mgmt For For
PERSON AS NON-EXECUTIVE DIRECTOR: Y XU
O.5.1 TO RE-ELECT THE FOLLOWING DIRECTOR: D G Mgmt For For
ERIKSSON
O.5.2 TO RE-ELECT THE FOLLOWING DIRECTOR: M R Mgmt For For
SOROUR
O.5.3 TO RE-ELECT THE FOLLOWING DIRECTOR: E M Mgmt For For
CHOI
O.5.4 TO RE-ELECT THE FOLLOWING DIRECTOR: R C C Mgmt For For
JAFTA
O.6.1 APPOINTMENT OF THE FOLLOWING AUDIT Mgmt For For
COMMITTEE MEMBER: D G ERIKSSON
O.6.2 APPOINTMENT OF THE FOLLOWING AUDIT Mgmt For For
COMMITTEE MEMBER: R C C JAFTA
O.6.3 APPOINTMENT OF THE FOLLOWING AUDIT Mgmt For For
COMMITTEE MEMBER: M GIROTRA
O.6.4 APPOINTMENT OF THE FOLLOWING AUDIT Mgmt For For
COMMITTEE MEMBER: S J Z PACAK
O.7 TO ENDORSE THE COMPANY'S REMUNERATION Mgmt For For
POLICY
O.8 TO ENDORSE THE IMPLEMENTATION REPORT OF THE Mgmt For For
REMUNERATION REPORT
O.9 TO APPROVE AMENDMENTS TO THE TRUST DEED Mgmt For For
CONSTITUTING THE NASPERS RESTRICTED STOCK
PLAN TRUST AND THE SHARE SCHEME
O.10 TO APPROVE AMENDMENTS TO THE CONSOLIDATED Mgmt For For
DEED CONSTITUTING THE MIH SERVICES FZ LLC
SHARE TRUST AND THE SHARE SCHEME ENVISAGED
BY SUCH TRUST DEED
O.11 TO APPROVE AMENDMENTS TO THE CONSOLIDATED Mgmt For For
DEED CONSTITUTING THE MIH HOLDINGS SHARE
TRUST AND THE SHARE SCHEME ENVISAGED BY
SUCH TRUST DEED
O.12 TO APPROVE AMENDMENTS TO THE CONSOLIDATED Mgmt For For
DEED CONSTITUTING THE NASPERS SHARE
INCENTIVE TRUST AND THE SHARE SCHEME
ENVISAGED BY SUCH TRUST DEED
O.13 APPROVAL OF GENERAL AUTHORITY PLACING Mgmt Against Against
UNISSUED SHARES UNDER THE CONTROL OF THE
DIRECTORS
O.14 APPROVAL OF GENERAL ISSUE OF SHARES FOR Mgmt Against Against
CASH
O.15 AUTHORISATION TO IMPLEMENT ALL RESOLUTIONS Mgmt For For
ADOPTED AT THE ANNUAL GENERAL MEETING
S.1.1 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTOR PROPOSED FINANCIAL
YEAR 31 MARCH 2022: BOARD: CHAIR
S.1.2 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTOR PROPOSED FINANCIAL
YEAR 31 MARCH 2022: BOARD: MEMBER
S.1.3 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTOR PROPOSED FINANCIAL
YEAR 31 MARCH 2022: AUDIT COMMITTEE: CHAIR
S.1.4 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTOR PROPOSED FINANCIAL
YEAR 31 MARCH 2022: AUDIT COMMITTEE: MEMBER
S.1.5 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTOR PROPOSED FINANCIAL
YEAR 31 MARCH 2022: RISK COMMITTEE: CHAIR
S.1.6 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTOR PROPOSED FINANCIAL
YEAR 31 MARCH 2022: RISK COMMITTEE: MEMBER
S.1.7 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTOR PROPOSED FINANCIAL
YEAR 31 MARCH 2022: HUMAN RESOURCES AND
REMUNERATION COMMITTEE: CHAIR
S.1.8 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTOR PROPOSED FINANCIAL
YEAR 31 MARCH 2022: HUMAN RESOURCES AND
REMUNERATION COMMITTEE: MEMBER
S.1.9 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTOR PROPOSED FINANCIAL
YEAR 31 MARCH 2022: NOMINATION COMMITTEE:
CHAIR
S1.10 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTOR PROPOSED FINANCIAL
YEAR 31 MARCH 2022: NOMINATION COMMITTEE:
MEMBER
S1.11 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTOR PROPOSED FINANCIAL
YEAR 31 MARCH 2022: SOCIAL, ETHICS AND
SUSTAINABILITY COMMITTEE: CHAIR
S1.12 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTOR PROPOSED FINANCIAL
YEAR 31 MARCH 2022: SOCIAL, ETHICS AND
SUSTAINABILITY COMMITTEE: MEMBER
S1.13 APPROVAL OF THE REMUNERATION OF THE Mgmt For For
NON-EXECUTIVE DIRECTOR PROPOSED FINANCIAL
YEAR 31 MARCH 2022: TRUSTEES OF GROUP SHARE
SCHEMES/OTHER PERSONNEL FUNDS
S.2 APPROVE GENERALLY THE PROVISION OF Mgmt For For
FINANCIAL ASSISTANCE IN TERMS OF SECTION 44
OF THE ACT
S.3 APPROVE GENERALLY THE PROVISION OF Mgmt For For
FINANCIAL ASSISTANCE IN TERMS OF SECTION 45
OF THE ACT
S.4 GENERAL AUTHORITY FOR THE COMPANY OR ITS Mgmt For For
SUBSIDIARIES TO ACQUIRE N ORDINARY SHARES
IN THE COMPANY
S.5 GRANTING THE SPECIFIC REPURCHASE Mgmt For For
AUTHORISATION
S.6 GENERAL AUTHORITY FOR THE COMPANY OR ITS Mgmt For For
SUBSIDIARIES TO ACQUIRE A ORDINARY SHARES
IN THE COMPANY
--------------------------------------------------------------------------------------------------------------------------
NATWEST GROUP PLC Agenda Number: 713722759
--------------------------------------------------------------------------------------------------------------------------
Security: G6422B105
Meeting Type: AGM
Meeting Date: 28-Apr-2021
Ticker:
ISIN: GB00B7T77214
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS
2 APPROVE REMUNERATION REPORT Mgmt For For
3 APPROVE FINAL DIVIDEND Mgmt For For
4 RE-ELECT HOWARD DAVIES AS DIRECTOR Mgmt For For
5 RE-ELECT ALISON ROSE-SLADE AS DIRECTOR Mgmt For For
6 RE-ELECT KATIE MURRAY AS DIRECTOR Mgmt For For
7 RE-ELECT FRANK DANGEARD AS DIRECTOR Mgmt For For
8 RE-ELECT PATRICK FLYNN AS DIRECTOR Mgmt For For
9 RE-ELECT MORTEN FRIIS AS DIRECTOR Mgmt For For
10 RE-ELECT ROBERT GILLESPIE AS DIRECTOR Mgmt For For
11 RE-ELECT YASMIN JETHA AS DIRECTOR Mgmt For For
12 RE-ELECT MIKE ROGERS AS DIRECTOR Mgmt For For
13 RE-ELECT MARK SELIGMAN AS DIRECTOR Mgmt For For
14 RE-ELECT LENA WILSON AS DIRECTOR Mgmt For For
15 REAPPOINT ERNST & YOUNG LLP AS AUDITORS Mgmt For For
16 AUTHORISE THE GROUP AUDIT COMMITTEE TO FIX Mgmt For For
REMUNERATION OF AUDITORS
17 AUTHORISE ISSUE OF EQUITY Mgmt For For
18 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS
19 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS IN CONNECTION WITH AN
ACQUISITION OR OTHER CAPITAL INVESTMENT
20 AUTHORISE ISSUE OF EQUITY IN CONNECTION Mgmt For For
WITH EQUITY CONVERTIBLE NOTES
21 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS IN CONNECTION WITH
EQUITY CONVERTIBLE NOTES
22 AUTHORISE THE COMPANY TO CALL GENERAL Mgmt For For
MEETING WITH TWO WEEKS' NOTICE
23 AUTHORISE EU POLITICAL DONATIONS AND Mgmt For For
EXPENDITURE
24 AUTHORISE MARKET PURCHASE OF ORDINARY Mgmt For For
SHARES
25 AUTHORISE OFF-MARKET PURCHASE OF ORDINARY Mgmt For For
SHARES
26 AUTHORISE OFF-MARKET PURCHASE OF PREFERENCE Mgmt For For
SHARES
27 ADOPT NEW ARTICLES OF ASSOCIATION Mgmt For For
28 AUTHORISE BOARD TO OFFER SCRIP DIVIDEND Mgmt For For
CMMT 08 APR 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO REMOVAL OF RECORD DATE. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT VOTE AGAIN UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
NAVER CORP Agenda Number: 713622670
--------------------------------------------------------------------------------------------------------------------------
Security: Y62579100
Meeting Type: AGM
Meeting Date: 24-Mar-2021
Ticker:
ISIN: KR7035420009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 APPROVAL OF FINANCIAL STATEMENTS Mgmt For For
2.1 AMENDMENT OF ARTICLES OF INCORPORATION: Mgmt For For
CHANGE OF HEAD OFFICE ADDRESS
2.2 AMENDMENT OF ARTICLES OF INCORPORATION: Mgmt For For
AMENDMENT ON TASK OF TRANSFER AGENT
2.3 AMENDMENT OF ARTICLES OF INCORPORATION: Mgmt For For
ADDITION OF PROVIDING LIST OF SHAREHOLDERS
2.4 AMENDMENT OF ARTICLES OF INCORPORATION: Mgmt For For
DELETE OF SHAREHOLDER LIST CLOSURE
PROCEDURE
2.5 AMENDMENT OF ARTICLES OF INCORPORATION: Mgmt For For
AMENDMENT OF TERM OF DIRECTOR
3 APPOINTMENT OF INSIDE DIRECTOR: CHOI IN Mgmt For For
HYUK
4 APPOINTMENT OF OUTSIDE DIRCTOR WHO IS Mgmt For For
AUDITOR: LEE IN MOO
5 APPOINTMENT OF OUTSIDE DIRECTOR: LEE GUN Mgmt For For
HYUK
6 APPOINTMENT OF MEMBER OF AUDIT COMMITTEE: Mgmt For For
LEE GUN HYUK
7 APPROVAL OF REMUNERATION FOR DIRECTOR Mgmt For For
8 APPROVAL OF GRANT OF STOCK OPTION APPROVED Mgmt For For
BY BOD
9 GRANT OF STOCK OPTION Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG Agenda Number: 713572988
--------------------------------------------------------------------------------------------------------------------------
Security: H5820Q150
Meeting Type: AGM
Meeting Date: 02-Mar-2021
Ticker:
ISIN: CH0012005267
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
ARE REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU
CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting
AGENDA AND MEETING ATTENDANCE REQUESTS
ONLY. PLEASE ENSURE THAT YOU HAVE FIRST
VOTED IN FAVOUR OF THE REGISTRATION OF
SHARES IN PART 1 OF THE MEETING. IT IS A
MARKET REQUIREMENT FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A REGISTERED LOCATION AT THE CSD,
AND SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE.
THEREFORE WHILST THIS DOES NOT PREVENT THE
TRADING OF SHARES, ANY THAT ARE REGISTERED
MUST BE FIRST DEREGISTERED IF REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT REPRESENTATIVE
1 APPROVAL OF THE OPERATING AND FINANCIAL Mgmt For For
REVIEW OF NOVARTIS AG, THE FINANCIAL
STATEMENTS OF NOVARTIS AG AND THE GROUP
CONSOLIDATED FINANCIAL STATEMENTS FOR THE
2020 FINANCIAL YEAR
2 DISCHARGE FROM LIABILITY OF THE MEMBERS OF Mgmt For For
THE BOARD OF DIRECTORS AND THE EXECUTIVE
COMMITTEE
3 APPROPRIATION OF AVAILABLE EARNINGS OF Mgmt For For
NOVARTIS AG AS PER BALANCE SHEET AND
DECLARATION OF DIVIDEND FOR 2020
4 REDUCTION OF SHARE CAPITAL Mgmt For For
5 FURTHER SHARE REPURCHASES Mgmt For For
6.1 VOTE ON COMPENSATION FOR THE MEMBERS OF THE Mgmt For For
BOARD OF DIRECTORS AND THE EXECUTIVE
COMMITTEE: BINDING VOTE ON THE MAXIMUM
AGGREGATE AMOUNT OF COMPENSATION FOR THE
BOARD OF DIRECTORS FROM THE 2021 ANNUAL
GENERAL MEETING TO THE 2022 ANNUAL GENERAL
MEETING
6.2 VOTE ON COMPENSATION FOR THE MEMBERS OF THE Mgmt For For
BOARD OF DIRECTORS AND THE EXECUTIVE
COMMITTEE: BINDING VOTE ON THE MAXIMUM
AGGREGATE AMOUNT OF COMPENSATION FOR THE
EXECUTIVE COMMITTEE FOR THE FINANCIAL YEAR
2022
6.3 VOTE ON COMPENSATION FOR THE MEMBERS OF THE Mgmt For For
BOARD OF DIRECTORS AND THE EXECUTIVE
COMMITTEE: ADVISORY VOTE ON THE 2020
COMPENSATION REPORT
7.1 RE-ELECTION OF JOERG REINHARDT AS MEMBER Mgmt For For
AND CHAIRMAN OF THE BOARD OF DIRECTORS
7.2 RE-ELECTION OF NANCY C. ANDREWS AS MEMBER Mgmt For For
OF THE BOARD OF DIRECTORS
7.3 RE-ELECTION OF TON BUECHNER AS MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
7.4 RE-ELECTION OF PATRICE BULA AS MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
7.5 RE-ELECTION OF ELIZABETH DOHERTY AS MEMBER Mgmt For For
OF THE BOARD OF DIRECTORS
7.6 RE-ELECTION OF ANN FUDGE AS MEMBER OF THE Mgmt For For
BOARD OF DIRECTORS
7.7 RE-ELECTION OF BRIDGETTE HELLER AS MEMBER Mgmt For For
OF THE BOARD OF DIRECTORS
7.8 RE-ELECTION OF FRANS VAN HOUTEN AS MEMBER Mgmt For For
OF THE BOARD OF DIRECTORS
7.9 RE-ELECTION OF SIMON MORONEY AS MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
7.10 RE-ELECTION OF ANDREAS VON PLANTA AS MEMBER Mgmt For For
OF THE BOARD OF DIRECTORS
7.11 RE-ELECTION OF CHARLES L. SAWYERS AS MEMBER Mgmt For For
OF THE BOARD OF DIRECTORS
7.12 RE-ELECTION OF ENRICO VANNI AS MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
7.13 RE-ELECTION OF WILLIAM T. WINTERS AS MEMBER Mgmt For For
OF THE BOARD OF DIRECTORS
8.1 RE-ELECTION OF PATRICE BULA TO THE Mgmt For For
COMPENSATION COMMITTEE
8.2 RE-ELECTION OF BRIDGETTE HELLER TO THE Mgmt For For
COMPENSATION COMMITTEE
8.3 RE-ELECTION OF ENRICO VANNI TO THE Mgmt For For
COMPENSATION COMMITTEE
8.4 RE-ELECTION OF WILLIAM T. WINTERS TO THE Mgmt For For
COMPENSATION COMMITTEE
8.5 ELECTION OF SIMON MORONEY AS NEW MEMBER OF Mgmt For For
THE COMPENSATION COMMITTEE
9 RE-ELECTION OF THE STATUTORY AUDITOR: THE Mgmt For For
BOARD OF DIRECTORS PROPOSES THE RE-ELECTION
OF PRICEWATERHOUSECOOPERS AG AS AUDITOR FOR
THE FINANCIAL YEAR STARTING ON JANUARY 1,
2021
10 RE-ELECTION OF THE INDEPENDENT PROXY: THE Mgmt For For
BOARD OF DIRECTORS PROPOSES THE RE-ELECTION
OF LIC. IUR. PETER ANDREAS ZAHN, ATTORNEY
AT LAW, BASEL, AS INDEPENDENT PROXY UNTIL
THE END OF THE NEXT ANNUAL GENERAL MEETING
11 AMENDMENT TO ARTICLE 20 PARAGRAPH 3 OF THE Mgmt For For
ARTICLES OF INCORPORATION
B GENERAL INSTRUCTIONS IN CASE OF ALTERNATIVE Mgmt Against Against
MOTIONS UNDER THE AGENDA ITEMS PUBLISHED IN
THE INVITATION TO THE ANNUAL GENERAL
MEETING, AND/OR OF MOTIONS RELATING TO
ADDITIONAL AGENDA ITEMS ACCORDING TO
ARTICLE 700 PARAGRAPH 3 OF THE SWISS CODE
OF OBLIGATIONS. I/WE INSTRUCT THE
INDEPENDENT PROXY TO VOTE AS FOLLOWS: (FOR
= ACCORDING TO THE MOTION OF THE BOARD OF
DIRECTORS, AGAINST = AGAINST ALTERNATIVE
AND/OR ADDITIONAL MOTIONS, ABSTAIN =
ABSTAIN FROM VOTING)
--------------------------------------------------------------------------------------------------------------------------
OPEN TEXT CORPORATION Agenda Number: 935260810
--------------------------------------------------------------------------------------------------------------------------
Security: 683715106
Meeting Type: Annual and Special
Meeting Date: 14-Sep-2020
Ticker: OTEX
ISIN: CA6837151068
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
P. Thomas Jenkins Mgmt For For
Mark J. Barrenechea Mgmt For For
Randy Fowlie Mgmt For For
David Fraser Mgmt For For
Gail E. Hamilton Mgmt For For
Robert Hau Mgmt For For
Stephen J. Sadler Mgmt For For
Harmit Singh Mgmt For For
Michael Slaunwhite Mgmt For For
Katharine B. Stevenson Mgmt For For
Deborah Weinstein Mgmt For For
2 Re-appoint KPMG LLP, Chartered Accountants, Mgmt For For
as independent auditors for the Company.
3 The non-binding Say-on-Pay Resolution, the Mgmt For For
full text of which is attached as Schedule
"A" to the Circular, with or without
variation, on the Company's approach to
executive compensation, as more
particularly described in the management
proxy circular (the "Circular").
4 The 2004 Stock Purchase Plan Resolution, Mgmt For For
the full text is attached as Schedule "B"
to the Circular, with or without variation,
to approve the amendment of the Company's
2004 Stock Purchase Plan to reserve for
issuance an additional 4,000,000 Common
Shares under such Plan, as more
particularly described in the Circular.
5 The 2004 Stock Option Plan Resolution, the Mgmt For For
full text of which is attached as Schedule
"D" to the Circular, with or without
variation, to approve the amendment to the
Company's 2004 Stock Option Plan to reserve
for issuance an additional 6,000,000 Common
Shares under such Plan, as more
particularly described in the Circular.
--------------------------------------------------------------------------------------------------------------------------
ORICA LTD Agenda Number: 713403676
--------------------------------------------------------------------------------------------------------------------------
Security: Q7160T109
Meeting Type: AGM
Meeting Date: 22-Dec-2020
Ticker:
ISIN: AU000000ORI1
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting
PROPOSALS 3 AND 4 AND VOTES CAST BY ANY
INDIVIDUAL OR RELATED PARTY WHO BENEFIT
FROM THE PASSING OF THE PROPOSAL/S WILL BE
DISREGARDED BY THE COMPANY. HENCE, IF YOU
HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN
FUTURE BENEFIT (AS REFERRED IN THE COMPANY
ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT
PROPOSAL ITEMS. BY DOING SO, YOU
ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT
OR EXPECT TO OBTAIN BENEFIT BY THE PASSING
OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR
OR AGAINST) ON THE ABOVE MENTIONED
PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE
NOT OBTAINED BENEFIT NEITHER EXPECT TO
OBTAIN BENEFIT BY THE PASSING OF THE
RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE
VOTING EXCLUSION
1 TO RECEIVE AND CONSIDER THE FINANCIAL Non-Voting
REPORT, DIRECTORS' REPORT AND AUDITOR'S
REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2020
2.1 THAT MALCOLM BROOMHEAD, WHO RETIRES BY Mgmt For For
ROTATION IN ACCORDANCE WITH RULE 58.1 OF
THE COMPANY'S CONSTITUTION, BEING ELIGIBLE
AND OFFERING HIMSELF FOR RE-ELECTION, IS
RE-ELECTED AS A DIRECTOR
2.2 THAT JOHN BEEVERS, A DIRECTOR APPOINTED BY Mgmt For For
THE BOARD SINCE THE LAST ANNUAL GENERAL
MEETING OF THE COMPANY WHO RETIRES IN
ACCORDANCE WITH RULE 47 OF THE COMPANY'S
CONSTITUTION, BEING ELIGIBLE AND OFFERING
HIMSELF FOR ELECTION, IS ELECTED AS A
DIRECTOR
3 TO ADOPT THE REMUNERATION REPORT FOR THE Mgmt For For
YEAR ENDED 30 SEPTEMBER 2020
4 THAT APPROVAL BE GIVEN FOR ALL PURPOSES, Mgmt For For
INCLUDING ASX LISTING RULE 10.14, FOR THE
GRANT OF PERFORMANCE RIGHTS TO THE MANAGING
DIRECTOR AND CHIEF EXECUTIVE OFFICER, DR
ALBERTO CALDERON, UNDER ORICA'S LONG-TERM
INCENTIVE PLAN ON THE TERMS SUMMARISED IN
THE EXPLANATORY NOTES
--------------------------------------------------------------------------------------------------------------------------
PRUDENTIAL PLC Agenda Number: 713870461
--------------------------------------------------------------------------------------------------------------------------
Security: G72899100
Meeting Type: AGM
Meeting Date: 13-May-2021
Ticker:
ISIN: GB0007099541
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE AND CONSIDER THE 2020 ACCOUNTS Mgmt For For
STRATEGIC REPORT DIRECTORS REMUNERATION
REPORT DIRECTORS REPORT AND THE AUDITORS
REPORT THE ANNUAL REPORT
2 TO APPROVE THE DIRECTORS REMUNERATION Mgmt For For
REPORT
3 TO ELECT CHUA SOCK KOONG AS A DIRECTOR Mgmt For For
4 TO ELECT MING LU AS A DIRECTOR Mgmt For For
5 TO ELECT JEANETTE WONG AS A DIRECTOR Mgmt For For
6 TO RE-ELECT SHRITI VADERA AS A DIRECTOR Mgmt For For
7 TO RE-ELECT JEREMY ANDERSON AS A DIRECTOR Mgmt For For
8 TO RE-ELECT MARK FITZPATRICK AS A DIRECTOR Mgmt For For
9 TO RE-ELECT DAVID LAW AS A DIRECTOR Mgmt For For
10 TO RE-ELECT ANTHONY NIGHTINGALE AS A Mgmt For For
DIRECTOR
11 TO RE-ELECT PHILIP REMNANT AS A DIRECTOR Mgmt For For
12 TO RE-ELECT ALICE SCHROEDER AS A DIRECTOR Mgmt For For
13 TO RE-ELECT JAMES TURNER AS A DIRECTOR Mgmt For For
14 TO RE-ELECT THOMAS WATJEN AS A DIRECTOR Mgmt For For
15 TO RE-ELECT MICHAEL WELLS AS A DIRECTOR Mgmt For For
16 TO RE-ELECT FIELDS WICKER-MIURIN AS A Mgmt For For
DIRECTOR
17 TO RE-ELECT AMY YIP AS A DIRECTOR Mgmt For For
18 TO RE-APPOINT KPMG LLP AS THE COMPANY'S Mgmt For For
AUDITOR
19 TO AUTHORISE THE AUDIT COMMITTEE TO Mgmt For For
DETERMINE THE AMOUNT OF THE AUDITORS
REMUNERATION
20 TO RENEW THE AUTHORITY TO MAKE POLITICAL Mgmt For For
DONATIONS
21 TO RENEW THE AUTHORITY TO ALLOT ORDINARY Mgmt For For
SHARES
22 TO RENEW THE EXTENSION OF AUTHORITY TO Mgmt For For
ALLOT ORDINARY SHARES TO INCLUDE
REPURCHASED SHARES
23 TO RENEW THE AUTHORITY FOR DISAPPLICATION Mgmt For For
OF PRE-EMPTION RIGHTS
24 TO RENEW THE AUTHORITY FOR DISAPPLICATION Mgmt For For
OF PRE-EMPTION RIGHTS FOR PURPOSES OF
ACQUISITIONS OR SPECIFIED CAPITAL
INVESTMENTS
25 TO RENEW THE AUTHORITY FOR PURCHASE OF OWN Mgmt For For
SHARES
26 TO RENEW THE AUTHORITY IN RESPECT OF NOTICE Mgmt For For
FOR GENERAL MEETINGS
--------------------------------------------------------------------------------------------------------------------------
PT BANK MANDIRI (PERSERO) TBK Agenda Number: 713159425
--------------------------------------------------------------------------------------------------------------------------
Security: Y7123S108
Meeting Type: EGM
Meeting Date: 21-Oct-2020
Ticker:
ISIN: ID1000095003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 APPROVAL ON THE CHANGES OF THE COMPANY'S Mgmt Against Against
MANAGEMENT
--------------------------------------------------------------------------------------------------------------------------
PT BANK MANDIRI (PERSERO) TBK Agenda Number: 713614281
--------------------------------------------------------------------------------------------------------------------------
Security: Y7123S108
Meeting Type: AGM
Meeting Date: 15-Mar-2021
Ticker:
ISIN: ID1000095003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 APPROVAL OF THE COMPANY'S ANNUAL REPORT AND Mgmt For For
VALIDATION OF THE COMPANY'S CONSOLIDATED
FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR
2020 AND APPROVAL OF THE BOARD OF
COMMISSIONERS SUPERVISORY ACTIONS REPORT OF
2020 AND VALIDATION OF THE FINANCIAL
STATEMENTS OF PARTNERSHIP AND COMMUNITY
DEVELOPMENT PROGRAM 2019, INCLUDING THE
GRANTING OF FULL RELEASE AND DISCHARGE
(VOLLEDIG ACQUIT ET DE CHARGE) TO THE BOARD
OF DIRECTORS FOR MANAGEMENT ACTIONS AND TO
THE BOARD OF COMMISSIONERS FOR SUPERVISORY
ACTIONS CARRIED OUT FOR THE FINANCIAL YEAR
2020
2 THE APPROVAL OF THE USE THE NET PROFITS OF Mgmt For For
THE COMPANY'S FOR THE FINANCIAL YEAR 2020
3 THE DETERMINATION OF THE REMUNERATION Mgmt For For
(SALARY, FACILITY, ALLOWANCE AND OTHER
BENEFITS) FOR THE BOARD OF DIRECTORS AND
BOARD OF COMMISSIONERS OF THE COMPANY FOR
THE YEAR 2021 AS WELL AS TANTIEM FOR THE
YEAR 2020
4 THE APPOINTMENT OF PUBLIC ACCOUNTANT FIRM Mgmt For For
TO PERFORM AUDIT ON THE COMPANY'S FINANCIAL
STATEMENTS AND THE FINANCIAL STATEMENTS OF
PARTNERSHIP PROGRAM AND COMMUNITY
DEVELOPMENT PROGRAM FOR FINANCIAL YEAR 2020
5 APPROVAL ON UTILIZATION OF FUND RESULTING Mgmt For For
FROM LIMITED BOND OFFERING
6 APPROVAL ON AMENDMENT OF ARTICLE OF Mgmt Against Against
ASSOCIATION
7 APPROVAL ON THE IMPLEMENTATION OF DECREE OF Mgmt For For
STATE OWNED ENTERPRISE MINISTRY'S
REGULATION IN LINE WITH PROCUREMENT OF
GOODS AND SERVICES OF COMPANY (PERMEN BUMN
NO.08/2020)
8 APPROVAL ON THE IMPLEMENTATION OF DECREE OF Mgmt For For
STATE OWNED ENTERPRISE MINISTRY'S
REGULATION IN LINE WITH ANNUAL MANAGEMENT
CONTRACT (PERMEN BUMN NO.11/2020)
9 APPROVAL OF THE CHANGES OF THE COMPANY'S Mgmt Against Against
MANAGEMENT
--------------------------------------------------------------------------------------------------------------------------
PUBLICIS GROUPE SA Agenda Number: 713867212
--------------------------------------------------------------------------------------------------------------------------
Security: F7607Z165
Meeting Type: MIX
Meeting Date: 26-May-2021
Ticker:
ISIN: FR0000130577
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN.
CMMT 13 APR 2021: 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU. AND PLEASE NOTE THAT
SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT
THIS MEETING. IF NO SHAREHOLDER DETAILS ARE
PROVIDED, YOUR INSTRUCTION MAY CARRY A
HEIGHTENED RISK OF BEING REJECTED. THANK
YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
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 07 MAY 2021: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/balo/d
ocument/202104092100836-43 AND
https://www.journal-officiel.gouv.fr/balo/d
ocument/202105072101454-55 AND PLEASE NOTE
THAT THIS IS A REVISION DUE TO MODIFICATION
OF COMMENT AND DUE TO RECEIPT OF UPDATED
BALO LINK. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU
1 THE SHAREHOLDERS' MEETING, AFTER HAVING Mgmt For For
REVIEWED THE REPORTS OF THE EXECUTIVE
COMMITTEE, THE SUPERVISORY BOARD AND THE
AUDITORS, APPROVES THE COMPANY'S FINANCIAL
STATEMENTS FOR THE FISCAL YEAR THAT ENDED
IN 2020, AS PRESENTED TO THE MEETING,
SHOWING EARNINGS AMOUNTING TO EUR
63,769,554.31
2 THE SHAREHOLDERS' MEETING, AFTER HAVING Mgmt For For
REVIEWED THE REPORTS OF THE EXECUTIVE
COMMITTEE, THE SUPERVISORY BOARD AND THE
AUDITORS, APPROVES THE CONSOLIDATED
FINANCIAL STATEMENTS FOR SAID FISCAL YEAR,
AS PRESENTED TO THE MEETING, SHOWING NET
EARNINGS AMOUNTING TO EUR 576,000,000.00
(GROUP SHARE)
3 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
RECOMMENDATIONS OF THE EXECUTIVE COMMITTEE
AND RESOLVES TO ALLOCATE THE EARNINGS FOR
THE YEAR AS FOLLOWS: ORIGIN EARNINGS: EUR
63,769,554.31 LEGAL RESERVE: EUR
(293,279.08) RETAINED EARNINGS: EUR
2,228,793.85 DISTRIBUTABLE INCOME: EUR
65,705,069.08 SHARE PREMIUM: EUR
429,833,006.92 ALLOCATION DIVIDENDS: EUR
495,538,076.00 (ON THE BASIS OF 247,769,038
SHARES ON DECEMBER 31ST 2020) THE
SHAREHOLDERS WILL BE GRANTED A NET DIVIDEND
OF EUR 2.00 PER SHARE THAT WILL BE ELIGIBLE
FOR THE 40 PERCENT DEDUCTION PROVIDED BY
THE FRENCH GENERAL TAX CODE. THIS DIVIDEND
WILL BE PAID ON JULY 6TH 2021. AS REQUIRED
BY LAW, IT IS REMINDED THAT, FOR THE LAST
THREE FINANCIAL YEARS, THE DIVIDENDS
ELIGIBLE FOR THE 40 PERCENT DEDUCTION
PROVIDED BY THE FRENCH GENERAL TAX CODE
WERE PAID AS FOLLOWS: EUR 2.00 PER SHARE
FOR FISCAL YEAR 2017, EUR 2.12 PER SHARE
FOR FISCAL YEAR 2018, EUR 1.15 PER SHARE
FOR FISCAL YEAR 2019
4 THE DIVIDEND PAYMENT WILL BE FULLY-PARTLY Mgmt For For
CARRIED OUT EITHER IN CASH OR IN SHARES AS
PER THE FOLLOWING CONDITIONS: THE OPTION
WILL BE EFFECTIVE FROM JUNE 17TH TO JUNE
30TH 2021 (INCLUSIVE), THE SHAREHOLDERS WHO
HAVE NOT OPTED FOR A DIVIDEND PAYMENT IN
SHARES AT THE END OF THIS PERIOD, WILL BE
PAID IN CASH. IF THE AMOUNT OF THE
DIVIDENDS FOR WHICH THE OPTION IS EXERCISED
DOES NOT CORRESPOND TO A WHOLE NUMBER OF
SECURITIES, THE SHAREHOLDER WILL RECEIVE
THE NUMBER OF SHARES IMMEDIATELY HIGHER AND
WILL PAY THE DIFFERENCE IN CASH, OR THE
NUMBER OF SHARES IMMEDIATELY LOWER PLUS AN
AMOUNT IN CASH. THE DIVIDEND PAYMENT WILL
BE CARRIED OUT IN CASH OR IN SHARES ON JULY
6TH 2021. THE SHAREHOLDERS' MEETING
DELEGATES ALL POWERS TO THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
5 THE SHAREHOLDERS' MEETING, AFTER REVIEWING Mgmt For For
THE SPECIAL REPORT OF THE AUDITORS ON
AGREEMENTS GOVERNED BY ARTICLE L.225-86 ET
SEQ. OF THE FRENCH COMMERCIAL CODE, DULY
NOTES THE CONCLUSIONS OF SAID REPORT WHICH
INCLUDES NO NEW AGREEMENTS ENTERED INTO
DURING SAID FISCAL YEAR
6 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MR. MAURICE LEVY AS MEMBER
OF THE SUPERVISORY BOARD FOR A 4-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2024 FISCAL YEAR
7 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MR. SIMON BADINTER AS MEMBER
OF THE SUPERVISORY BOARD FOR A 4-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2024 FISCAL YEAR
8 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt For For
APPOINTMENT OF MR. JEAN CHAREST AS MEMBER
OF THE SUPERVISORY BOARD FOR A 4-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS'
MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE 2024 FISCAL YEAR
9 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
COMPENSATION POLICY APPLICABLE TO THE
CHAIRMAN OF THE SUPERVISORY BOARD FOR THE
2021 FISCAL YEAR
10 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
COMPENSATION POLICY APPLICABLE TO THE
MEMBERS OF THE SUPERVISORY BOARD FOR THE
2021 FISCAL YEAR
11 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
COMPENSATION POLICY APPLICABLE TO THE
CHAIRMAN OF THE EXECUTIVE COMMITTEE FOR THE
2021 FISCAL YEAR
12 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
COMPENSATION POLICY APPLICABLE TO THE
MEMBER OF THE EXECUTIVE COMMITTEE, MR.
MICHEL-ALAIN PROCH, FOR THE 2021 FISCAL
YEAR
13 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
COMPENSATION POLICY APPLICABLE TO THE
MEMBERS OF THE EXECUTIVE COMMITTEE FOR THE
2021 FISCAL YEAR
14 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
INFORMATION RELATED TO THE COMPENSATION FOR
SAID FISCAL YEAR, IN ACCORDANCE WITH THE
ARTICLE L.22-10-9 OF THE FRENCH COMMERCIAL
CODE
15 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS OF ANY KIND PAID OR
AWARDED TO THE CHAIRMAN OF THE SUPERVISORY
BOARD, MR. MAURICE LEVY, FOR SAID FISCAL
YEAR
16 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS OF ANY KIND PAID OR
AWARDED TO THE CHAIRMAN OF THE EXECUTIVE
COMMITTEE, MR. ARTHUR SADOUN, FOR SAID
FISCAL YEAR
17 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS OF ANY KIND PAID OR
AWARDED TO THE MEMBER OF THE EXECUTIVE
COMMITTEE, MR. JEAN-MICHEL ETIENNE, FOR
SAID FISCAL YEAR
18 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS OF ANY KIND PAID OR
AWARDED TO THE MEMBER OF THE EXECUTIVE
COMMITTEE, MRS. ANNE-GARBIELLE HEILBRONNER,
FOR SAID FISCAL YEAR
19 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt For For
FIXED, VARIABLE AND ONE-OFF COMPONENTS OF
THE TOTAL COMPENSATION AS WELL AS THE
BENEFITS OR PERKS OF ANY KIND PAID OR
AWARDED TO THE MEMBER OF THE EXECUTIVE
COMMITTEE, MR. STEVE KING, FOR SAID FISCAL
YEAR
20 THE SHAREHOLDERS' MEETING AUTHORISES THE Mgmt For For
EXECUTIVE COMMITTEE TO BUY BACK THE
COMPANY'S SHARES ON THE OPEN MARKET,
SUBJECT TO THE CONDITIONS DESCRIBED BELOW:
MAXIMUM PURCHASE PRICE: EUR 85.00, MAXIMUM
NUMBER OF SHARES TO BE ACQUIRED: 10 PERCENT
OF THE SHARE CAPITAL, MAXIMUM FUNDS
INVESTED IN THE SHARE BUYBACKS: EUR
2,106,036,823.00. THE NUMBER OF SHARES
ACQUIRED BY THE COMPANY WITH A VIEW TO
RETAINING OR DELIVERING IN CASH OR IN AN
EXCHANGE AS PART OF A MERGER, DIVESTMENT OR
CAPITAL CONTRIBUTION CANNOT EXCEED 5
PERCENT OF ITS CAPITAL. THIS AUTHORISATION
IS GIVEN FOR AN 18-MONTH PERIOD AND
SUPERSEDES THE FRACTION UNUSED OF THE
AUTHORISATION GIVEN BY THE SHAREHOLDERS'
MEETING OF MAY 27TH 2020 IN RESOLUTION NR,
20. THE SHAREHOLDERS' MEETING DELEGATES ALL
POWERS TO THE EXECUTIVE COMMITTEE TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
21 THE SHAREHOLDERS' MEETING GRANTS ALL POWERS Mgmt For For
TO THE EXECUTIVE COMMITTEE TO REDUCE THE
SHARE CAPITAL, ON ONE OR MORE OCCASIONS, BY
CANCELLING ALL OR PART OF THE SHARES HELD
BY THE COMPANY IN CONNECTION WITH THE STOCK
REPURCHASE PLANS AUTHORISED BY THE
SHAREHOLDERS' MEETING UNDER ARTICLE
L.22-10-62 OF THE FRENCH COMMERCIAL CODE,
IN PARTICULAR UNDER PREVIOUS RESOLUTION
NUMBER 20, UP TO A MAXIMUM OF 10 PERCENT OF
THE SHARE CAPITAL OVER A 24-MONTH PERIOD.
THIS AUTHORISATION IS GIVEN FOR A 26-MONTH
PERIOD AND SUPERSEDES THE FRACTION UNUSED
OF THE AUTHORISATION GIVEN BY THE
SHAREHOLDERS' MEETING OF MAY 29TH 2019 IN
RESOLUTION NR, 23. THE SHAREHOLDERS'
MEETING DELEGATES ALL POWERS TO THE
EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
22 THE SHAREHOLDERS' MEETING AUTHORISES THE Mgmt For For
EXECUTIVE COMMITTEE TO GRANT, FOR FREE, ON
ONE OR MORE OCCASIONS, EXISTING OR FUTURE
ORDINARY SHARES, IN FAVOUR OF THE
BENEFICIARIES TO BE CHOSEN AMONG THE
EMPLOYEES OR CERTAIN AMONG THEM, OR CERTAIN
CATEGORIES OF EMPLOYEES, AND-OR THE
EXECUTIVE CORPORATE OFFICERS OF THE COMPANY
OR RELATED COMPANIES OR ECONOMIC INTEREST
GROUPS. THEY MAY NOT REPRESENT MORE THAN 3
PERCENT OF THE SHARE CAPITAL, GIVEN THAT
THE NUMBER OF SHARES ALLOCATED TO THE
EXECUTIVE CORPORATE OFFICERS SHALL NOT
EXCEED 0.3 PERCENT OF THE SHARE CAPITAL.
THE PRESENT DELEGATION IS GIVEN FOR A
38-MONTH PERIOD AND SUPERSEDES THE FRACTION
UNUSED OF THE AUTHORISATION GIVEN BY THE
SHAREHOLDERS' MEETING OF MAY 30TH 2018 IN
RESOLUTION NR, 27. THE SHAREHOLDERS'
MEETING DELEGATES ALL POWERS TO THE
EXECUTIVE COMMITTEE TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
23 THE SHAREHOLDERS' MEETING AUTHORISES THE Mgmt For For
EXECUTIVE COMMITTEE TO INCREASE THE SHARE
CAPITAL, ON ONE OR MORE OCCASIONS, AT ITS
SOLE DISCRETION, UP TO A MAXIMUM NOMINAL
AMOUNT OF EUR 2,800,000.00, IN FAVOUR OF
MEMBERS OF A COMPANY SAVINGS PLAN OF THE
COMPANY OR RELATED COMPANIES, WITH
CANCELLATION OF PREFERENTIAL SUBSCRIPTION
RIGHTS, BY ISSUANCE OF ORDINARY SHARES OR
ANY SECURITIES GIVING ACCESS TO ORDINARY
SHARES TO BE ISSUED BY THE COMPANY OR ONE
OF ITS SUBSIDIARIES (PREFERENCE SHARES AND
SECURITIES GIVING ACCESS TO PREFERENCE
SHARES EXCLUDED). THIS AMOUNT SHALL COUNT
AGAINST THE OVERALL VALUE OF EUR
30,000,000.00 SET FORTH IN RESOLUTION
NUMBER 21 ADOPTED BY THE MEETING OF MAY
27TH 2020 OR IN RESOLUTIONS OF THE SAME
KIND WHICH COULD POSSIBLY REPLACE SAID
RESOLUTIONS DURING THIS DELEGATION'S
VALIDITY. THIS DELEGATION, GIVEN FOR 26
MONTHS, SUPERSEDES THE AUTHORISATION GIVEN
BY THE MEETING OF MAY 27TH 2020 IN
RESOLUTION NR, 29. THE SHAREHOLDERS'
MEETING DELEGATES ALL POWERS TO THE
EXECUTIVE COMMITTEE
24 THE MEETING AUTHORISES THE EXECUTIVE Mgmt For For
COMMITTEE TO INCREASE THE CAPITAL UP TO EUR
2,800,000.00, BY ISSUANCE OF ORDINARY
SHARES OR SECURITIES GIVING ACCESS TO
ORDINARY SHARES TO BE ISSUED BY THE COMPANY
OR ONE OF ITS SUBSIDIARIES OR GIVING RIGHT
TO THE ALLOCATION OF DEBT SECURITIES
(PREFERENCE SHARES AND SECURITIES GIVING
ACCESS TO PREFERENCE SHARES EXCLUDED), WITH
CANCELLATION OF PREFERENTIAL SUBSCRIPTION
RIGHTS IN FAVOUR OF BENEFICIARIES TO BE
CHOSEN AMONG GROUP'S EMPLOYEES OR CORPORATE
OFFICERS, OPCVM OR ENTITIES OF EMPLOYEE
SHAREHOLDING THAT HOLDS COMPANY'S SHARES
AND WHOSE SHAREHOLDERS ARE PERSONS
MENTIONED ABOVE, FINANCIAL INSTITUTIONS OR
SUBSIDIARIES ACTING ON THE COMPANY'S
REQUEST TO IMPLEMENT A SHAREHOLDING OR
SAVINGS PLAN IN FAVOUR OF PERSONS MENTIONED
ABOVE. THIS AMOUNT SHALL COUNT AGAINST THE
OVERALL VALUE SET FORTH IN RESOLUTION NR 21
ADOPTED BY THE MEETING OF MAY 27TH 2020.
DELEGATION GIVEN FOR 18 MONTHS, SUPERSEDED
THE AUTHORISATION GIVEN BY THE MEETING OF
MAY 27TH 2020 IN RESOLUTION NR 30
25 THE SHAREHOLDERS' MEETING RESOLVES TO BRING Mgmt For For
THE ARTICLES OF THE BYLAWS INTO CONFORMITY
WITH THE LEGAL AND REGULATORY PROVISIONS,
SUBJECT TO THE RATIFICATION OF THESE
AMENDMENTS BY THE NEXT EXTRAORDINARY
SHAREHOLDERS' MEETING
26 THE SHAREHOLDERS' MEETING GRANTS FULL Mgmt For For
POWERS TO THE BEARER OF AN ORIGINAL, A COPY
OR EXTRACT OF THE MINUTES OF THIS MEETING
TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
--------------------------------------------------------------------------------------------------------------------------
RESTAURANT BRANDS INTERNATIONAL INC. Agenda Number: 935418663
--------------------------------------------------------------------------------------------------------------------------
Security: 76131D103
Meeting Type: Annual
Meeting Date: 16-Jun-2021
Ticker: QSR
ISIN: CA76131D1033
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Alexandre Behring Mgmt For For
Joao M. Castro-Neves Mgmt For For
M. de Limburg Stirum Mgmt For For
Paul J. Fribourg Mgmt For For
Neil Golden Mgmt For For
Ali Hedayat Mgmt For For
Golnar Khosrowshahi Mgmt For For
Marc Lemann Mgmt For For
Jason Melbourne Mgmt For For
Giovanni (John) Prato Mgmt For For
Daniel S. Schwartz Mgmt For For
Carlos Alberto Sicupira Mgmt For For
2. Approval, on a non-binding advisory basis, Mgmt For For
of the compensation paid to named executive
officers.
3. Approval, on a non-binding advisory basis, Mgmt 1 Year For
the frequency of the future shareholder
votes on the compensation of the named
executive officers (every one, two or three
years).
4. Appoint KPMG LLP as our auditors to serve Mgmt For For
until the close of the 2022 Annual Meeting
of Shareholders and authorize our directors
to fix the auditors' remuneration.
--------------------------------------------------------------------------------------------------------------------------
ROLLS-ROYCE HOLDINGS PLC Agenda Number: 713170671
--------------------------------------------------------------------------------------------------------------------------
Security: G76225104
Meeting Type: OGM
Meeting Date: 27-Oct-2020
Ticker:
ISIN: GB00B63H8491
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 AUTHORISE ISSUE OF EQUITY IN CONNECTION Mgmt For For
WITH THE RIGHTS ISSUE
CMMT 13 OCT 2020: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO RECEIPT OF RECORD DATE. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT VOTE AGAIN UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
--------------------------------------------------------------------------------------------------------------------------
ROLLS-ROYCE HOLDINGS PLC Agenda Number: 713755885
--------------------------------------------------------------------------------------------------------------------------
Security: G76225104
Meeting Type: AGM
Meeting Date: 13-May-2021
Ticker:
ISIN: GB00B63H8491
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS
2 APPROVE REMUNERATION POLICY Mgmt For For
3 APPROVE REMUNERATION REPORT Mgmt For For
4 RE-ELECT SIR IAN DAVIS AS DIRECTOR Mgmt For For
5 RE-ELECT WARREN EAST AS DIRECTOR Mgmt For For
6 ELECT PANOS KAKOULLIS AS DIRECTOR Mgmt For For
7 ELECT PAUL ADAMS AS DIRECTOR Mgmt For For
8 RE-ELECT GEORGE CULMER AS DIRECTOR Mgmt For For
9 RE-ELECT IRENE DORNER AS DIRECTOR Mgmt For For
10 RE-ELECT BEVERLY GOULET AS DIRECTOR Mgmt For For
11 RE-ELECT LEE HSIEN YANG AS DIRECTOR Mgmt For For
12 RE-ELECT NICK LUFF AS DIRECTOR Mgmt For For
13 RE-ELECT SIR KEVIN SMITH AS DIRECTOR Mgmt For For
14 RE-ELECT DAME ANGELA STRANK AS DIRECTOR Mgmt For For
15 REAPPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
AUDITORS
16 AUTHORISE THE AUDIT COMMITTEE TO FIX Mgmt For For
REMUNERATION OF AUDITORS
17 AUTHORISE UK POLITICAL DONATIONS AND Mgmt For For
EXPENDITURE
18 AUTHORISE ISSUE OF EQUITY Mgmt For For
19 APPROVE INCENTIVE PLAN Mgmt For For
20 APPROVE SHAREPURCHASE PLAN Mgmt For For
21 APPROVE UK SHARESAVE PLAN Mgmt For For
22 APPROVE INTERNATIONAL SHARESAVE PLAN Mgmt For For
23 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS
24 AUTHORISE MARKET PURCHASE OF ORDINARY Mgmt For For
SHARES
25 ADOPT NEW ARTICLES OF ASSOCIATION Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
RYANAIR HOLDINGS PLC Agenda Number: 713034394
--------------------------------------------------------------------------------------------------------------------------
Security: G7727C186
Meeting Type: AGM
Meeting Date: 17-Sep-2020
Ticker:
ISIN: IE00BYTBXV33
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS
2 APPROVE REMUNERATION REPORT Mgmt For For
3.A RE-ELECT STAN MCCARTHY AS DIRECTOR Mgmt For For
3.B RE-ELECT LOUISE PHELAN AS DIRECTOR Mgmt For For
3.C RE-ELECT ROISIN BRENNAN AS DIRECTOR Mgmt For For
3.D RE-ELECT MICHAEL CAWLEY AS DIRECTOR Mgmt For For
3.E RE-ELECT EMER DALY AS DIRECTOR Mgmt For For
3.F RE-ELECT HOWARD MILLAR AS DIRECTOR Mgmt For For
3.G RE-ELECT DICK MILLIKEN AS DIRECTOR Mgmt For For
3.H RE-ELECT MICHAEL O'BRIEN AS DIRECTOR Mgmt For For
3.I RE-ELECT MICHAEL O'LEARY AS DIRECTOR Mgmt For For
3.J RE-ELECT JULIE O'NEILL AS DIRECTOR Mgmt For For
4 AUTHORISE BOARD TO FIX REMUNERATION OF Mgmt For For
AUDITORS
5 AUTHORISE ISSUE OF EQUITY Mgmt For For
6 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS
7 AUTHORISE MARKET PURCHASE AND/OR OVERSEAS Mgmt For For
MARKET PURCHASE OF ORDINARY SHARES
--------------------------------------------------------------------------------------------------------------------------
RYANAIR HOLDINGS PLC Agenda Number: 713417803
--------------------------------------------------------------------------------------------------------------------------
Security: G7727C186
Meeting Type: EGM
Meeting Date: 17-Dec-2020
Ticker:
ISIN: IE00BYTBXV33
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1 APPROVE MIGRATION OF THE MIGRATING SHARES Mgmt For For
TO EUROCLEAR BANK'S CENTRAL SECURITIES
DEPOSITORY
2 ADOPT NEW ARTICLES OF ASSOCIATION Mgmt For For
3 AUTHORISE COMPANY TO TAKE ALL ACTIONS TO Mgmt For For
IMPLEMENT THE MIGRATION
CMMT 07 DEC 2020: 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. THANK YOU.
CMMT 07 DEC 2020: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
RYANAIR HOLDINGS, PLC Agenda Number: 935262408
--------------------------------------------------------------------------------------------------------------------------
Security: 783513203
Meeting Type: Annual
Meeting Date: 17-Sep-2020
Ticker: RYAAY
ISIN: US7835132033
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O1 Consideration of Financial Statements and Mgmt For For
Reports.
O2 Consideration of the Remuneration Report. Mgmt For For
O3A Re-election of Director: Stan McCarthy Mgmt For For
O3B Re-election of Director: Louise Phelan Mgmt For For
O3C Re-election of Director: Roisin Brennan Mgmt For For
O3D Re-election of Director: Michael Cawley Mgmt For For
O3E Re-election of Director: Emer Daly Mgmt For For
O3F Re-election of Director: Howard Millar Mgmt For For
O3G Re-election of Director: Dick Milliken Mgmt For For
O3H Re-election of Director: Michael O'Brien Mgmt For For
O3I Re-election of Director: Michael O'Leary Mgmt For For
O3J Re-election of Director: Julie O'Neill Mgmt For For
O4 Directors' Authority to fix the Auditors' Mgmt For For
Remuneration.
S5 Directors' Authority to allot Ordinary Mgmt For For
Shares.
S6 Disapplication of Statutory Pre-emption Mgmt For For
Rights.
S7 Authority to Repurchase Ordinary Shares. Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
RYANAIR HOLDINGS, PLC Agenda Number: 935309573
--------------------------------------------------------------------------------------------------------------------------
Security: 783513203
Meeting Type: Special
Meeting Date: 17-Dec-2020
Ticker: RYAAY
ISIN: US7835132033
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the Migration of the Migrating Mgmt For For
Shares to Euroclear Bank's central
securities depository.
2. To amend and adopt the Articles of Mgmt For For
Association of the Company.
3. To authorise the Company to take all Mgmt For For
actions to implement the Migration.
--------------------------------------------------------------------------------------------------------------------------
SAMSUNG ELECTRONICS CO LTD Agenda Number: 713609038
--------------------------------------------------------------------------------------------------------------------------
Security: Y74718100
Meeting Type: AGM
Meeting Date: 17-Mar-2021
Ticker:
ISIN: KR7005930003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 APPROVAL OF FINANCIAL STATEMENTS Mgmt For For
2.1.1 ELECTION OF OUTSIDE DIRECTOR: BAK BYEONG Mgmt For For
GUK
2.1.2 ELECTION OF OUTSIDE DIRECTOR: GIM JONG HUN Mgmt For For
2.2.1 ELECTION OF INSIDE DIRECTOR: GIM GI NAM Mgmt For For
2.2.2 ELECTION OF INSIDE DIRECTOR: GIM HYEON SEOK Mgmt For For
2.2.3 ELECTION OF INSIDE DIRECTOR: GO DONG JIN Mgmt For For
3 ELECTION OF OUTSIDE DIRECTOR WHO IS AN Mgmt For For
AUDIT COMMITTEE MEMBER: KIM SUNWOOK
4 APPROVAL OF REMUNERATION FOR DIRECTOR Mgmt For For
CMMT 17 FEB 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO CHANGE IN TEXT OF
RESOLUTION 3. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
SAP SE Agenda Number: 713760329
--------------------------------------------------------------------------------------------------------------------------
Security: D66992104
Meeting Type: AGM
Meeting Date: 12-May-2021
Ticker:
ISIN: DE0007164600
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
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
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
1 RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting
REPORTS FOR FISCAL YEAR 2020
2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF EUR 1.85 PER SHARE
3 APPROVE DISCHARGE OF MANAGEMENT BOARD FOR Mgmt For For
FISCAL YEAR 2020
4 APPROVE DISCHARGE OF SUPERVISORY BOARD FOR Mgmt For For
FISCAL YEAR 2020
5 RATIFY KPMG AG AS AUDITORS FOR FISCAL YEAR Mgmt For For
2021
6.1 ELECT QI LU TO THE SUPERVISORY BOARD Mgmt For For
6.2 ELECT ROUVEN WESTPHAL TO THE SUPERVISORY Mgmt For For
BOARD
7 APPROVE ISSUANCE OF WARRANTS/BONDS WITH Mgmt For For
WARRANTS ATTACHED/CONVERTIBLE BONDS WITHOUT
PREEMPTIVE RIGHTS UP TO AGGREGATE NOMINAL
AMOUNT OF EUR 10 BILLION APPROVE CREATION
OF EUR 100 MILLION POOL OF CAPITAL TO
GUARANTEE CONVERSION RIGHTS
8 AMEND CORPORATE PURPOSE Mgmt For For
9 AMEND ARTICLES RE: PROOF OF ENTITLEMENT Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
SCHRODERS PLC Agenda Number: 713735352
--------------------------------------------------------------------------------------------------------------------------
Security: G78602136
Meeting Type: AGM
Meeting Date: 29-Apr-2021
Ticker:
ISIN: GB0002405495
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS Mgmt For For
2 TO DECLARE THE FINAL DIVIDEND: THAT A FINAL Mgmt For For
DIVIDEND OF 79 PENCE PER SHARE ON THE
ORDINARY SHARES AND ON THE NON-VOTING
ORDINARY SHARES AS RECOMMENDED BY THE
DIRECTORS BE DECLARED PAYABLE ON 6 MAY 2021
TO SHAREHOLDERS ON THE REGISTER ON 26 MARCH
2021
3 TO APPROVE THE REMUNERATION REPORT Mgmt For For
4 TO RE-ELECT MICHAEL DOBSON Mgmt For For
5 TO RE-ELECT PETER HARRISON Mgmt For For
6 TO RE-ELECT RICHARD KEERS Mgmt For For
7 TO RE-ELECT IAN KING Mgmt For For
8 TO RE-ELECT SIR DAMON BUFFINI Mgmt For For
9 TO RE-ELECT RHIAN DAVIES Mgmt For For
10 TO RE-ELECT RAKHI GOSS-CUSTARD Mgmt For For
11 TO RE-ELECT DEBORAH WATERHOUSE Mgmt For For
12 TO RE-ELECT MATTHEW WESTERMAN Mgmt For For
13 TO RE-ELECT CLAIRE FITZALAN HOWARD Mgmt For For
14 TO RE-ELECT LEONIE SCHRODER Mgmt For For
15 TO RE-APPOINT ERNST & YOUNG LLP AS AUDITOR Mgmt For For
16 TO AUTHORISE THE AUDIT AND RISK COMMITTEE Mgmt For For
TO DETERMINE THE AUDITOR'S REMUNERATION
17 TO RENEW THE AUTHORITY TO ALLOT SHARES Mgmt For For
18 TO APPROVE THE DISAPPLICATION OF Mgmt For For
PRE-EMPTION RIGHTS
19 TO RENEW THE AUTHORITY TO PURCHASE OWN Mgmt For For
SHARES
20 TO ADOPT NEW ARTICLES OF ASSOCIATION Mgmt For For
21 NOTICE OF GENERAL MEETINGS: THAT A GENERAL Mgmt For For
MEETING OTHER THAN AN ANNUAL GENERAL
MEETING MAY BE CALLED ON NOT LESS THAN 14
CLEAR DAYS' NOTICE
--------------------------------------------------------------------------------------------------------------------------
SKF AB Agenda Number: 713609963
--------------------------------------------------------------------------------------------------------------------------
Security: W84237143
Meeting Type: AGM
Meeting Date: 25-Mar-2021
Ticker:
ISIN: SE0000108227
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS Non-Voting
AN AGAINST VOTE IF THE MEETING REQUIRES
APPROVAL FROM THE MAJORITY OF PARTICIPANTS
TO PASS A RESOLUTION
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1 OPEN MEETING Non-Voting
2 ELECT CHAIRMAN OF MEETING Non-Voting
3 DESIGNATE INSPECTOR(S) OF MINUTES OF Non-Voting
MEETING
4 PREPARE AND APPROVE LIST OF SHAREHOLDERS Non-Voting
5 APPROVE AGENDA OF MEETING Non-Voting
6 ACKNOWLEDGE PROPER CONVENING OF MEETING Non-Voting
7 RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting
REPORTS
8 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS
9 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF SEK 6.50 PER SHARE
10.1 APPROVE DISCHARGE OF BOARD MEMBER HANS Mgmt For For
STRABERG
10.2 APPROVE DISCHARGE OF BOARD MEMBER HOCK GOH Mgmt For For
10.3 APPROVE DISCHARGE OF BOARD MEMBER ALRIK Mgmt For For
DANIELSON
10.4 APPROVE DISCHARGE OF BOARD MEMBER RONNIE Mgmt For For
LETEN
10.5 APPROVE DISCHARGE OF BOARD MEMBER BARB Mgmt For For
SAMARDZICH
10.6 APPROVE DISCHARGE OF BOARD MEMBER COLLEEN Mgmt For For
REPPLIER
10.7 APPROVE DISCHARGE OF BOARD MEMBER HAKAN Mgmt For For
BUSKHE
10.8 APPROVE DISCHARGE OF BOARD MEMBER SUSANNA Mgmt For For
SCHNEEBERGER
10.9 APPROVE DISCHARGE OF BOARD MEMBER LARS Mgmt For For
WEDENBORN
10.10 APPROVE DISCHARGE OF BOARD MEMBER JONNY Mgmt For For
HILBERT
10.11 APPROVE DISCHARGE OF BOARD MEMBER ZARKO Mgmt For For
DJUROVIC
10.12 APPROVE DISCHARGE OF BOARD MEMBER KENNET Mgmt For For
CARLSSON
10.13 APPROVE DISCHARGE OF BOARD MEMBER CLAES Mgmt For For
PALM
10.14 APPROVE DISCHARGE OF CEO ALRIK DANIELSON Mgmt For For
11 DETERMINE NUMBER OF MEMBERS (8) AND DEPUTY Mgmt For For
MEMBERS (0) OF BOARD
12 APPROVE REMUNERATION OF DIRECTORS IN THE Mgmt For For
AMOUNT OF SEK 2.3 MILLION FOR CHAIRMAN AND
SEK 750 ,000 FOR OTHER DIRECTORS APPROVE
REMUNERATION FOR COMMITTEE WORK
13.1 REELECT HANS STRABERG AS DIRECTOR Mgmt For For
13.2 REELECT HOCK GOH AS DIRECTOR Mgmt For For
13.3 REELECT BARB SAMARDZICH AS DIRECTOR Mgmt For For
13.4 REELECT COLLEEN REPPLIER AS DIRECTOR Mgmt For For
13.5 REELECT GEERT FOLLENS AS DIRECTOR Mgmt For For
13.6 REELECT HAKAN BUSKHE AS DIRECTOR Mgmt Against Against
13.7 REELECT SUSANNA SCHNEEBERGER AS DIRECTOR Mgmt For For
13.8 ELECT RICKARD GUSTAFSON AS NEW DIRECTOR Mgmt For For
14 ELECT HANS STRABERG AS BOARD CHAIRMAN Mgmt For For
15 DETERMINE NUMBER OF AUDITORS (1) AND DEPUTY Mgmt For For
AUDITORS (0)
16 APPROVE REMUNERATION OF AUDITORS Mgmt For For
17 RATIFY DELOITTE AS AUDITORS Mgmt For For
18 AMEND ARTICLES OF ASSOCIATION RE: Mgmt For For
COLLECTING OF PROXIES ADVANCED VOTING
EDITORIAL CHANGES
19 APPROVE REMUNERATION REPORT Mgmt For For
20 APPROVE 2021 PERFORMANCE SHARE PROGRAM Mgmt Against Against
CMMT 18 FEB 2021: 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT 19 FEB 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
CMMT 19 FEB 2021: 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. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
SMITHS GROUP PLC Agenda Number: 713236645
--------------------------------------------------------------------------------------------------------------------------
Security: G82401111
Meeting Type: AGM
Meeting Date: 16-Nov-2020
Ticker:
ISIN: GB00B1WY2338
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 ADOPTION OF REPORT AND ACCOUNTS Mgmt For For
2 APPROVAL OF DIRECTORS REMUNERATION REPORT Mgmt For For
3 DECLARATION OF A FINAL DIVIDEND Mgmt For For
4 ELECTION OF PAM CHENG AS A DIRECTOR Mgmt For For
5 ELECTION OF KARIN HOEING AS A DIRECTOR Mgmt For For
6 RE-ELECTION OF SIR GEORGE BUCKLEY AS A Mgmt For For
DIRECTOR
7 RE-ELECTION OF DAME ANN DOWLING AS A Mgmt For For
DIRECTOR
8 RE-ELECTION OF TANYA FRATTO AS A DIRECTOR Mgmt For For
9 RE-ELECTION OF WILLIAM SEEGER AS A DIRECTOR Mgmt For For
10 RE-ELECTION OF MARK SELIGMAN AS A DIRECTOR Mgmt For For
11 RE-ELECTION OF JOHN SHIPSEY AS A DIRECTOR Mgmt For For
12 RE-ELECTION OF ANDREW REYNOLDS SMITH AS A Mgmt For For
DIRECTOR
13 RE-ELECTION OF NOEL TATA AS A DIRECTOR Mgmt For For
14 RE-APPOINTMENT OF KPMG LLP AS AUDITORS Mgmt For For
15 AUDITORS REMUNERATION Mgmt For For
16 AUTHORITY TO ISSUE SHARES Mgmt For For
17 AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS Mgmt For For
18 ADDITIONAL AUTHORITY TO DISAPPLY Mgmt For For
PRE-EMPTION RIGHTS
19 AUTHORITY TO MAKE MARKET PURCHASES OF Mgmt For For
SHARES
20 AUTHORITY TO CALL GENERAL MEETINGS OTHER Mgmt For For
THAN ANNUAL GENERAL MEETINGS ON NOT LESS
THAN 14 DAYS NOTICE
21 AUTHORITY TO MAKE POLITICAL DONATIONS AND Mgmt For For
EXPENDITURE
--------------------------------------------------------------------------------------------------------------------------
THE SWATCH GROUP AG Agenda Number: 713899067
--------------------------------------------------------------------------------------------------------------------------
Security: H83949141
Meeting Type: AGM
Meeting Date: 11-May-2021
Ticker:
ISIN: CH0012255151
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting
ARE REQUIRED FOR THIS MEETING. IF NO
BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED. THANK YOU.
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 516703 DUE TO RECEIVED
RESOLUTION 1 IS SINGLE VOTING ITEM. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THIS MEETING NOTICE. THANK
YOU.
1 APPROVAL OF THE ANNUAL REPORT 2020 Mgmt For For
2 DISCHARGE OF THE BOARD OF DIRECTORS AND THE Mgmt For For
GROUP MANAGEMENT BOARD
3 RESOLUTION FOR THE APPROPRIATION OF THE Mgmt For For
AVAILABLE EARNINGS
4.1.1 APPROVAL OF COMPENSATION: APPROVAL OF FIXED Mgmt For For
COMPENSATION FOR FUNCTIONS OF THE BOARD OF
DIRECTORS
4.1.2 APPROVAL OF COMPENSATION: APPROVAL OF FIXED Mgmt For For
COMPENSATION FOR EXECUTIVE FUNCTIONS OF THE
MEMBERS OF THE BOARD OF DIRECTORS
4.2 APPROVAL OF COMPENSATION: APPROVAL OF FIXED Mgmt For For
COMPENSATION OF THE MEMBERS OF THE
EXECUTIVE GROUP MANAGEMENT BOARD AND OF THE
EXTENDED GROUP MANAGEMENT BOARD FOR THE
BUSINESS YEAR 2021
4.3 APPROVAL OF COMPENSATION: APPROVAL OF Mgmt Against Against
VARIABLE COMPENSATION OF THE EXECUTIVE
MEMBERS OF THE BOARD OF DIRECTORS FOR THE
BUSINESS YEAR 2020
4.4 APPROVAL OF COMPENSATION: APPROVAL OF Mgmt Against Against
VARIABLE COMPENSATION OF THE MEMBERS OF THE
EXECUTIVE GROUP MANAGEMENT BOARD AND OF THE
EXTENDED GROUP MANAGEMENT BOARD FOR THE
BUSINESS YEAR 2020
5.1 RE-ELECTION OF THE MEMBER OF THE BOARD OF Mgmt Against Against
DIRECTORS: MRS. NAYLA HAYEK
5.2 RE-ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS: MR. ERNST TANNER
5.3 RE-ELECTION OF THE MEMBER OF THE BOARD OF Mgmt Against Against
DIRECTORS: MRS. DANIELA AESCHLIMANN
5.4 RE-ELECTION OF THE MEMBER OF THE BOARD OF Mgmt Against Against
DIRECTORS: MR. GEORGES N. HAYEK
5.5 RE-ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS: MR. CLAUDE NICOLLIER
5.6 RE-ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS: MR. JEAN-PIERRE ROTH
5.7 RE-ELECTION OF THE MEMBER OF THE BOARD OF Mgmt Against Against
DIRECTORS: MRS. NAYLA HAYEK AS CHAIR OF THE
BOARD OF DIRECTORS
6.1 RE-ELECTION TO THE COMPENSATION COMMITTEE: Mgmt Against Against
MRS. NAYLA HAYEK
6.2 RE-ELECTION TO THE COMPENSATION COMMITTEE: Mgmt For For
MR. ERNST TANNER
6.3 RE-ELECTION TO THE COMPENSATION COMMITTEE: Mgmt Against Against
MRS. DANIELA AESCHLIMANN
6.4 RE-ELECTION TO THE COMPENSATION COMMITTEE: Mgmt Against Against
MR. GEORGES N. HAYEK
6.5 RE-ELECTION TO THE COMPENSATION COMMITTEE: Mgmt For For
MR. CLAUDE NICOLLIER
6.6 RE-ELECTION TO THE COMPENSATION COMMITTEE: Mgmt For For
MR. JEAN-PIERRE ROTH
7 ELECTION OF THE INDEPENDENT REPRESENTATIVE: Mgmt For For
MR BERNHARD LEHMANN, P.O.BOX, CH-8032
ZURICH
8 ELECTION OF THE STATUTORY AUDITORS: Mgmt For For
PRICEWATERHOUSECOOPERS LTD
9 CHANGE OF ARTICLES OF ASSOCIATION: ARTICLE Mgmt For For
12, ARTICEL 13
--------------------------------------------------------------------------------------------------------------------------
THYSSENKRUPP AG Agenda Number: 713465094
--------------------------------------------------------------------------------------------------------------------------
Security: D8398Q119
Meeting Type: AGM
Meeting Date: 05-Feb-2021
Ticker:
ISIN: DE0007500001
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
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
1 RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting
REPORTS FOR FISCAL 2019/20
2 APPROVE DISCHARGE OF MANAGEMENT BOARD FOR Mgmt For For
FISCAL 2019/20
3 APPROVE DISCHARGE OF SUPERVISORY BOARD FOR Mgmt For For
FISCAL 2019/20
4 RATIFY PRICEWATERHOUSECOOPERS GMBH AS Mgmt For For
AUDITORS FOR FISCAL 2020/21
5 AMEND ARTICLES RE: SUPERVISORY BOARD TERM Mgmt For For
OF OFFICE
6 ELECT VERENA VOLPERT TO THE SUPERVISORY Mgmt For For
BOARD
7 APPROVE REMUNERATION POLICY FOR THE Mgmt For For
MANAGEMENT BOARD
8 APPROVE REMUNERATION OF SUPERVISORY BOARD Mgmt For For
CMMT 29 DEC 2020: 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. THANK YOU
CMMT 29 DEC 2020: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
TOYOTA MOTOR CORPORATION Agenda Number: 714176852
--------------------------------------------------------------------------------------------------------------------------
Security: J92676113
Meeting Type: AGM
Meeting Date: 16-Jun-2021
Ticker:
ISIN: JP3633400001
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1.1 Appoint a Director Uchiyamada, Takeshi Mgmt For For
1.2 Appoint a Director Hayakawa, Shigeru Mgmt For For
1.3 Appoint a Director Toyoda, Akio Mgmt For For
1.4 Appoint a Director Kobayashi, Koji Mgmt For For
1.5 Appoint a Director James Kuffner Mgmt For For
1.6 Appoint a Director Kon, Kenta Mgmt For For
1.7 Appoint a Director Sugawara, Ikuro Mgmt For For
1.8 Appoint a Director Sir Philip Craven Mgmt For For
1.9 Appoint a Director Kudo, Teiko Mgmt For For
2 Appoint a Substitute Corporate Auditor Mgmt For For
Sakai, Ryuji
3 Amend Articles to: Eliminate the Articles Mgmt For For
Related to Class Shares
--------------------------------------------------------------------------------------------------------------------------
TRIP.COM GROUP LIMITED Agenda Number: 935338675
--------------------------------------------------------------------------------------------------------------------------
Security: 89677Q107
Meeting Type: Special
Meeting Date: 18-Mar-2021
Ticker: TCOM
ISIN: US89677Q1076
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. "THAT BY AN ORDINARY RESOLUTION, each of Mgmt For
the 175,000,000 issued and unissued
ordinary shares of a nominal or par value
of US$0.01 each in the capital of the
Company be and is hereby subdivided into
eight ordinary shares of a nominal or par
value of US$0.00125 each in the capital of
the Company (the "Subdivision"), such that,
following the Subdivision, the authorised
share capital of the Company shall be
US$1,750,000 divided into 1,400,000,000
ordinary shares of a nominal or par value
of US$0.00125 each".
--------------------------------------------------------------------------------------------------------------------------
UPM-KYMMENE CORP Agenda Number: 713633192
--------------------------------------------------------------------------------------------------------------------------
Security: X9518S108
Meeting Type: AGM
Meeting Date: 30-Mar-2021
Ticker:
ISIN: FI0009005987
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT A POA IS NEEDED TO APPOINT OWN Non-Voting
REPRESENTATIVE BUT IS NOT NEEDED IF A
FINNISH SUB/BANK IS APPOINTED EXCEPT IF THE
SHAREHOLDER IS FINNISH THEN A POA WOULD
STILL BE REQUIRED.
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1 OPENING OF THE MEETING Non-Voting
2 CALLING THE MEETING TO ORDER Non-Voting
3 ELECTION OF PERSON TO SCRUTINISE THE Non-Voting
MINUTES AND TO SUPERVISE THE COUNTING OF
VOTES
4 RECORDING THE LEGALITY OF THE MEETING Non-Voting
5 RECORDING THE ATTENDANCE AT THE MEETING AND Non-Voting
ADOPTION OF THE LIST OF VOTES
6 PRESENTATION OF THE FINANCIAL STATEMENTS, Non-Voting
THE REPORT OF THE BOARD OF DIRECTORS AND
THE AUDITOR'S REPORT FOR THE YEAR 2020
7 ADOPTION OF THE FINANCIAL STATEMENTS Mgmt For For
8 RESOLUTION ON THE USE OF THE PROFIT SHOWN Mgmt For For
ON THE BALANCE SHEET AND THE PAYMENT OF
DIVIDEND: THE BOARD OF DIRECTORS PROPOSES
THAT A DIVIDEND OF EUR 1.30 PER SHARE BE
PAID BASED ON THE BALANCE SHEET TO BE
ADOPTED FOR THE FINANCIAL YEAR ENDING 31
DECEMBER 2020. THE DIVIDEND WILL BE PAID TO
A SHAREHOLDER WHO IS REGISTERED IN THE
COMPANY'S SHAREHOLDERS' REGISTER HELD BY
EUROCLEAR FINLAND OY ON THE DIVIDEND RECORD
DATE 1 APRIL 2021. THE BOARD OF DIRECTORS
PROPOSES THAT THE DIVIDEND BE PAID ON 12
APRIL 2021
9 RESOLUTION ON THE DISCHARGE OF THE MEMBERS Mgmt For For
OF THE BOARD OF DIRECTORS AND THE PRESIDENT
AND CEO FROM LIABILITY
10 ADOPTION OF THE REMUNERATION REPORT: THE Mgmt For For
BOARD OF DIRECTORS PROPOSES THAT THE ANNUAL
GENERAL MEETING ADOPTS THE REMUNERATION
REPORT FOR THE YEAR 2020
11 RESOLUTION ON THE REMUNERATION OF THE Mgmt For For
MEMBERS OF THE BOARD OF DIRECTORS: THE
CHAIR OF THE BOARD OF DIRECTORS BE PAID AN
ANNUAL BASE FEE OF EUR 195,000 (PREVIOUSLY
EUR 190,000), DEPUTY CHAIR OF THE BOARD EUR
140,000 (PREVIOUSLY EUR 135,000) AND OTHER
MEMBERS OF THE BOARD EUR 115,000
(PREVIOUSLY EUR 110,000). THE NOMINATION
AND GOVERNANCE COMMITTEE FURTHER PROPOSES
THAT THE ANNUAL COMMITTEE FEES REMAIN
UNCHANGED AND THAT THE MEMBERS OF THE BOARD
OF DIRECTORS' COMMITTEES BE PAID ANNUAL
FEES AS FOLLOWS: AUDIT COMMITTEE: CHAIR EUR
35,000 AND MEMBERS EUR 15,000 REMUNERATION
COMMITTEE: CHAIR EUR 20,000 AND MEMBERS EUR
10,000 NOMINATION AND GOVERNANCE COMMITTEE:
CHAIR EUR 20,000 AND MEMBERS EUR 10,000.
THE ANNUAL BASE FEE IS PROPOSED TO BE PAID
IN COMPANY SHARES AND CASH SO THAT
APPROXIMATELY 40 PERCENT WILL BE PAYABLE IN
THE COMPANY SHARES TO BE PURCHASED ON THE
BOARD MEMBERS' BEHALF, AND THE REST IN CASH
12 RESOLUTION ON THE NUMBER OF MEMBERS OF THE Mgmt For For
BOARD OF DIRECTORS: THE BOARD OF DIRECTORS'
NOMINATION AND GOVERNANCE COMMITTEE
PROPOSES THAT THE NUMBER OF MEMBERS OF THE
BOARD OF DIRECTORS BE RESOLVED TO BE NINE
(9) INSTEAD OF CURRENT TEN (10)
13 ELECTION OF MEMBERS OF THE BOARD OF Mgmt For For
DIRECTORS: THE BOARD OF DIRECTORS'
NOMINATION AND GOVERNANCE COMMITTEE
PROPOSES THAT THE FOLLOWING INCUMBENT
DIRECTORS BE RE-ELECTED TO THE BOARD:
BERNDT BRUNOW, HENRIK EHRNROOTH, EMMA
FITZGERALD, PIIA-NOORA KAUPPI, MARJAN
OUDEMAN, MARTIN A PORTA, KIM WAHL AND BJ RN
WAHLROOS. THE NOMINATION AND GOVERNANCE
COMMITTEE FURTHER PROPOSES THAT JARI
GUSTAFSSON BE ELECTED AS A NEW DIRECTOR TO
THE BOARD. THE DIRECTORS WILL BE ELECTED
FOR A ONE-YEAR TERM AND THEIR TERM OF
OFFICE WILL END UPON CLOSURE OF THE NEXT
ANNUAL GENERAL MEETING. ALL DIRECTOR
NOMINEES HAVE GIVEN THEIR CONSENT TO THE
ELECTION. ARI PUHELOINEN AND VELI-MATTI
REINIKKALA HAVE ANNOUNCED THAT THEY ARE NOT
AVAILABLE FOR RE-ELECTION
14 RESOLUTION ON THE REMUNERATION OF THE Mgmt For For
AUDITOR: BASED ON THE PROPOSAL PREPARED BY
THE AUDIT COMMITTEE, THE BOARD OF DIRECTORS
PROPOSES THAT THE REMUNERATION OF THE
COMPANY'S AUDITOR BE PAID AGAINST INVOICES
APPROVED BY THE BOARD OF DIRECTORS' AUDIT
COMMITTEE
15 ELECTION OF THE AUDITOR: BASED ON THE Mgmt For For
PROPOSAL PREPARED BY THE AUDIT COMMITTEE,
THE BOARD OF DIRECTORS PROPOSES THAT
PRICEWATERHOUSECOOPERS OY, A FIRM OF
AUTHORISED PUBLIC ACCOUNTANTS, BE
RE-ELECTED AS THE COMPANY'S AUDITOR FOR A
TERM THAT WILL CONTINUE UNTIL THE END OF
THE NEXT ANNUAL GENERAL MEETING.
PRICEWATERHOUSECOOPERS OY HAS NOTIFIED THE
COMPANY THAT AUTHORISED PUBLIC ACCOUNTANT
(KHT) MIKKO NIEMINEN WOULD CONTINUE AS THE
LEAD AUDIT PARTNER. MIKKO NIEMINEN HAS HELD
THIS POSITION SINCE 4 APRIL 2019
16 AUTHORISING THE BOARD OF DIRECTORS TO Mgmt For For
DECIDE ON THE ISSUANCE OF SHARES AND
SPECIAL RIGHTS ENTITLING TO SHARES: THE
BOARD OF DIRECTORS PROPOSES THAT THE BOARD
BE AUTHORISED TO DECIDE ON THE ISSUANCE OF
NEW SHARES, TRANSFER OF TREASURY SHARES AND
ISSUANCE OF SPECIAL RIGHTS ENTITLING TO
SHARES AS FOLLOWS: THE AGGREGATE MAXIMUM
NUMBER OF NEW SHARES THAT MAY BE ISSUED AND
TREASURY SHARES THAT MAY BE TRANSFERRED IS
25,000,000 INCLUDING ALSO THE NUMBER OF
SHARES THAT CAN BE RECEIVED ON THE BASIS OF
THE SPECIAL RIGHTS REFERRED TO IN CHAPTER
10, SECTION 1 OF THE FINNISH LIMITED
LIABILITY COMPANIES ACT. THE PROPOSED
MAXIMUM NUMBER OF SHARES CORRESPONDS TO
APPROXIMATELY 4.7 PER CENT OF THE COMPANY'S
REGISTERED NUMBER OF SHARES AT THE TIME OF
THE PROPOSAL
17 AUTHORISING THE BOARD OF DIRECTORS TO Mgmt For For
DECIDE ON THE REPURCHASE OF THE COMPANY'S
OWN SHARES: THE BOARD OF DIRECTORS PROPOSES
THAT THE BOARD BE AUTHORISED TO DECIDE ON
THE REPURCHASE OF THE COMPANY'S OWN SHARES
AS FOLLOWS: BY VIRTUE OF THE AUTHORISATION,
THE BOARD MAY DECIDE TO REPURCHASE A
MAXIMUM OF 50,000,000 OF THE COMPANY'S OWN
SHARES. THE PROPOSED MAXIMUM NUMBER OF
SHARES CORRESPONDS TO APPROXIMATELY 9.4 PER
CENT OF THE COMPANY'S REGISTERED NUMBER OF
SHARES AT THE TIME OF THE PROPOSAL. THE
AUTHORISATION WOULD ALSO INCLUDE THE RIGHT
TO ACCEPT THE COMPANY'S OWN SHARES AS A
PLEDGE
18 AUTHORISING THE BOARD OF DIRECTORS TO Mgmt For For
DECIDE ON CHARITABLE CONTRIBUTIONS: THE
BOARD OF DIRECTORS PROPOSES THAT THE BOARD
BE AUTHORISED TO DECIDE ON CONTRIBUTIONS
NOT EXCEEDING A TOTAL OF EUR 500,000 FOR
CHARITABLE OR CORRESPONDING PURPOSES AND
THAT THE BOARD BE AUTHORISED TO DECIDE ON
THE RECIPIENTS, PURPOSES AND OTHER TERMS
AND CONDITIONS OF THE CONTRIBUTIONS.
CONTRIBUTIONS WOULD BE PRIMARILY GRANTED
UNDER THE COMPANY'S BIOFORE SHARE AND CARE
PROGRAMME WHOSE FOCUS AREAS ARE READING AND
LEARNING, ENGAGING WITH COMMUNITIES,
RESPONSIBLE WATER USE AND BIOINNOVATIONS
19 CLOSING OF THE 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. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
VALEO SA Agenda Number: 713755897
--------------------------------------------------------------------------------------------------------------------------
Security: F96221340
Meeting Type: MIX
Meeting Date: 26-May-2021
Ticker:
ISIN: FR0013176526
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting
DO NOT HOLD SHARES DIRECTLY WITH A FRENCH
CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS
WILL BE FORWARDED TO THE GLOBAL CUSTODIANS
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS AND
FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU
REQUEST MORE INFORMATION, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE.
CMMT FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting
CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A
VALID VOTING OPTION. FOR ANY ADDITIONAL
ITEMS RAISED AT THE MEETING THE VOTING
OPTION WILL DEFAULT TO 'AGAINST', OR FOR
POSITIONS WHERE THE PROXY CARD IS NOT
COMPLETED BY BROADRIDGE, TO THE PREFERENCE
OF YOUR CUSTODIAN.
CMMT 01 APR 2021: 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU AND PLEASE NOTE THAT
SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT
THIS MEETING. IF NO SHAREHOLDER DETAILS ARE
PROVIDED, YOUR INSTRUCTION MAY CARRY A
HEIGHTENED RISK OF BEING REJECTED. THANK
YOU
CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting
CRISIS AND IN ACCORDANCE WITH THE
PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT
UNDER LAW NO. 2020-1379 OF NOVEMBER 14,
2020, EXTENDED AND MODIFIED BY LAW NO
2020-1614 OF DECEMBER 18, 2020 THE GENERAL
MEETING WILL TAKE PLACE BEHIND CLOSED DOORS
WITHOUT THE PHYSICAL PRESENCE OF THE
SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. SHOULD THIS
SITUATION CHANGE, THE COMPANY ENCOURAGES
ALL SHAREHOLDERS TO REGULARLY CONSULT THE
COMPANY WEBSITE
CMMT 30 APR 2021: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/balo/d
ocument/202103312100730-39 AND
https://www.journal-officiel.gouv.fr/balo/d
ocument/202104302101271-52 AND PLEASE NOTE
THAT THIS IS A REVISION DUE TO ADDITION OF
COMMENT AND DUE TO CHANGE IN NUMBERING OF
ALL RESOLUTIONS AND DUE TO RECEIPT OF
UPDATED BALO LINK. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
1 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2020
2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2020
3 ALLOCATION OF INCOME FOR THE FINANCIAL YEAR Mgmt For For
ENDED 31 DECEMBER 2020 AND SETTING OF THE
DIVIDEND
4 APPROVAL OF THE AGREEMENTS AND COMMITMENTS Mgmt For For
SUBJECT TO THE PROVISIONS OF ARTICLES
L.225-38 AND FOLLOWING OF THE FRENCH
COMMERCIAL CODE
5 RENEWAL OF THE TERM OF OFFICE OF CAROLINE Mgmt For For
MAURY DEVINE AS DIRECTOR
6 RENEWAL OF THE TERM OF OFFICE OF Mgmt For For
MARI-NOELLE JEGO-LAVEISSIERE AS DIRECTOR
7 RENEWAL OF THE TERM OF OFFICE OF VERONIQUE Mgmt For For
WEILL AS DIRECTOR
8 APPOINTMENT OF CHRISTOPHE PERILLAT AS Mgmt For For
DIRECTOR
9 APPROVAL OF THE INFORMATION RELATING TO THE Mgmt For For
COMPENSATION PAID DURING OR AWARDED FOR THE
FINANCIAL YEAR ENDED 31 DECEMBER 2020 TO
THE CORPORATE OFFICERS
10 APPROVAL OF THE COMPENSATION ELEMENTS PAID Mgmt For For
DURING OR AWARDED FOR THE FINANCIAL YEAR
ENDED 31 DECEMBER 2020 TO JACQUES
ASCHENBROICH, CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
11 APPROVAL OF THE COMPENSATION POLICY FOR Mgmt For For
DIRECTORS
12 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO THE CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
13 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO CHRISTOPHE PERILLAT, DEPUTY
CHIEF EXECUTIVE OFFICER
14 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO THE CHIEF EXECUTIVE OFFICER
IN ANTICIPATION OF THE SEPARATION OF DUTIES
15 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO THE CHAIRMAN OF THE BOARD OF
DIRECTORS IN ANTICIPATION OF THE SEPARATION
OF DUTIES
16 AUTHORISATION TO BE GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO TRADE IN THE
COMPANY'S SHARES, NOT TO BE USED DURING A
PUBLIC OFFERING PERIOD
17 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS IN ORDER TO DECIDE
ON THE ISSUE OF SHARES AND/OR TRANSFERABLE
SECURITIES GRANTING ACCESS, IMMEDIATELY OR
IN THE FUTURE, TO THE CAPITAL OF THE
COMPANY OR OF A SUBSIDIARY, WITH RETENTION
OF THE SHAREHOLDERS' PRE-EMPTIVE
SUBSCRIPTION RIGHT, NOT USABLE DURING A
PUBLIC OFFER
18 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO DECIDE ON THE ISSUE
OF SHARES AND/OR TRANSFERABLE SECURITIES
GRANTING ACCESS, IMMEDIATELY OR IN THE
FUTURE, TO THE CAPITAL OF THE COMPANY OR OF
A SUBSIDIARY BY WAY OF PUBLIC OFFERING
(OTHER THAN THOSE REFERRED TO IN ARTICLE
L.411-2 OF THE FRENCH MONETARY AND
FINANCIAL CODE), WITH CANCELLATION OF THE
SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION
RIGHT, WITH POSSIBLE USE IN ORDER TO
COMPENSATE SECURITIES CONTRIBUTED TO THE
COMPANY IN THE CONTEXT OF A PUBLIC EXCHANGE
OFFER INITIATED BY THE COMPANY, NOT USABLE
DURING A PUBLIC OFFER PERIOD
19 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS IN ORDER TO DECIDE
ON THE ISSUE OF SHARES AND/OR TRANSFERABLE
SECURITIES GRANTING ACCESS, IMMEDIATELY OR
IN THE FUTURE, TO THE CAPITAL OF THE
COMPANY OR OF A SUBSIDIARY BY WAY OF A
PUBLIC OFFERING AS REFERRED TO IN ARTICLE
L.411-2 1DECREE OF THE FRENCH MONETARY AND
FINANCIAL CODE, WITH CANCELLATION OF THE
SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION
RIGHT, WHICH MAY NOT BE USED DURING A
PUBLIC OFFERING
20 AUTHORISATION GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS, IN THE EVENT OF AN ISSUE WITH
CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT, TO SET THE ISSUE PRICE
IN ACCORDANCE WITH THE TERMS AND CONDITIONS
DETERMINED BY THE GENERAL MEETING, WITHIN
THE LIMIT OF 10% OF THE SHARE CAPITAL PER
12-MONTH PERIOD, WHICH MAY NOT BE USED
DURING A PUBLIC OFFERING PERIOD
21 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS IN ORDER TO INCREASE
THE NUMBER OF SECURITIES TO BE ISSUED IN
THE EVENT OF AN ISSUE WITH RETENTION OR
CANCELLATION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHTS IN THE
CONTEXT OF OVER-ALLOCATION OPTIONS IN THE
EVENT OF DEMAND EXCEEDING THE NUMBER OF
SECURITIES OFFERED, WHICH MAY NOT BE USED
DURING A PUBLIC OFFER PERIOD
22 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS IN ORDER TO DECIDE
TO INCREASE THE SHARE CAPITAL BY
CAPITALISATION OF PREMIUMS, RESERVES,
PROFITS OR OTHER AMOUNTS WHOSE
CAPITALISATION WOULD BE ALLOWED, NOT USABLE
DURING THE PERIOD OF A PUBLIC OFFER
23 DELEGATION OF POWERS TO BE GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS IN ORDER TO PROCEED WITH
THE ISSUE OF SHARES AND/OR TRANSFERABLE
SECURITIES GRANTING ACCESS, IMMEDIATELY OR
IN THE FUTURE, TO THE COMPANY'S CAPITAL
WITH A VIEW TO COMPENSATE FOR CONTRIBUTIONS
IN KIND GRANTED TO THE COMPANY, WITHOUT
PRE-EMPTIVE SUBSCRIPTION RIGHTS, WHICH MAY
NOT BE USED DURING THE PERIOD OF A PUBLIC
OFFER
24 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS IN ORDER TO DECIDE
ON THE ISSUE OF SHARES AND/OR TRANSFERABLE
SECURITIES GRANTING ACCESS, IMMEDIATELY OR
IN THE FUTURE, TO THE COMPANY'S CAPITAL
RESERVED FOR MEMBERS OF SAVINGS PLANS, WITH
CANCELLATION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT, NOT USABLE
DURING A PERIOD OF PUBLIC OFFERING
25 AUTHORISATION TO BE GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO PROCEED WITH FREE
ALLOCATIONS OF EXISTING SHARES OR SHARES TO
BE ISSUED IN FAVOUR OF EMPLOYEES AND
CORPORATE OFFICERS OF THE GROUP OR SOME OF
THEM, ENTAILING THE WAIVER BY THE
SHAREHOLDERS OF THEIR PRE-EMPTIVE
SUBSCRIPTION RIGHTS
26 AUTHORISATION TO BE GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS IN ORDER TO REDUCE THE SHARE
CAPITAL BY CANCELLING TREASURY SHARES
27 POWERS TO CARRY OUT FORMALITIES Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
VOLVO AB Agenda Number: 713622341
--------------------------------------------------------------------------------------------------------------------------
Security: 928856301
Meeting Type: AGM
Meeting Date: 31-Mar-2021
Ticker:
ISIN: SE0000115446
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS Non-Voting
AN AGAINST VOTE IF THE MEETING REQUIRES
APPROVAL FROM THE MAJORITY OF PARTICIPANTS
TO PASS A RESOLUTION
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
1 ELECTION OF CHAIRMAN OF THE MEETING: Non-Voting
ATTORNEY SVEN UNGER
2 ELECTION OF PERSONS TO APPROVE THE MINUTES Non-Voting
3 PREPARATION AND APPROVAL OF THE VOTING LIST Non-Voting
4 APPROVAL OF THE AGENDA Non-Voting
5 DETERMINATION OF WHETHER THE MEETING HAS Non-Voting
BEEN DULY CONVENED
6 PRESENTATION OF THE ANNUAL REPORT AND THE Non-Voting
AUDITOR'S REPORT AS WELL AS THE
CONSOLIDATED ACCOUNTS AND THE AUDITOR'S
REPORT ON THE CONSOLIDATED ACCOUNTS
7 ADOPTION OF THE INCOME STATEMENT AND Mgmt For For
BALANCE SHEET AND THE CONSOLIDATED INCOME
STATEMENT AND CONSOLIDATED BALANCE SHEET
8 RESOLUTION IN RESPECT OF THE DISPOSITION TO Mgmt For For
BE MADE OF THE COMPANY'S PROFITS: THE BOARD
PROPOSES PAYMENT OF AN ORDINARY DIVIDEND OF
SEK 6.00 PER SHARE AND AN EXTRA DIVIDEND OF
SEK 9.00 PER SHARE AND THAT THE RECORD DATE
TO RECEIVE THE DIVIDEND SHALL BE APRIL 6,
2021
9.1 RESOLUTION REGARDING DISCHARGE FROM Mgmt For For
LIABILITY OF THE BOARD MEMBERS AND OF THE
PRESIDENT AND CEO: MATTI ALAHUHTA
9.2 RESOLUTION REGARDING DISCHARGE FROM Mgmt For For
LIABILITY OF THE BOARD MEMBERS AND OF THE
PRESIDENT AND CEO: ECKHARD CORDES
9.3 RESOLUTION REGARDING DISCHARGE FROM Mgmt For For
LIABILITY OF THE BOARD MEMBERS AND OF THE
PRESIDENT AND CEO: ERIC ELZVIK
9.4 RESOLUTION REGARDING DISCHARGE FROM Mgmt For For
LIABILITY OF THE BOARD MEMBERS AND OF THE
PRESIDENT AND CEO: KURT JOFS
9.5 RESOLUTION REGARDING DISCHARGE FROM Mgmt For For
LIABILITY OF THE BOARD MEMBERS AND OF THE
PRESIDENT AND CEO: JAMES W. GRIFFITH
9.6 RESOLUTION REGARDING DISCHARGE FROM Mgmt For For
LIABILITY OF THE BOARD MEMBERS AND OF THE
PRESIDENT AND CEO: MARTIN LUNDSTEDT (AS
BOARD MEMBER)
9.7 RESOLUTION REGARDING DISCHARGE FROM Mgmt For For
LIABILITY OF THE BOARD MEMBERS AND OF THE
PRESIDENT AND CEO: KATHRYN V. MARINELLO
9.8 RESOLUTION REGARDING DISCHARGE FROM Mgmt For For
LIABILITY OF THE BOARD MEMBERS AND OF THE
PRESIDENT AND CEO: MARTINA MERZ
9.9 RESOLUTION REGARDING DISCHARGE FROM Mgmt For For
LIABILITY OF THE BOARD MEMBERS AND OF THE
PRESIDENT AND CEO: HANNE DE MORA
9.10 RESOLUTION REGARDING DISCHARGE FROM Mgmt For For
LIABILITY OF THE BOARD MEMBERS AND OF THE
PRESIDENT AND CEO: HELENA STJERNHOLM
9.11 RESOLUTION REGARDING DISCHARGE FROM Mgmt For For
LIABILITY OF THE BOARD MEMBERS AND OF THE
PRESIDENT AND CEO: CARL-HENRIC SVANBERG
9.12 RESOLUTION REGARDING DISCHARGE FROM Mgmt For For
LIABILITY OF THE BOARD MEMBERS AND OF THE
PRESIDENT AND CEO: LARS ASK (EMPLOYEE
REPRESENTATIVE)
9.13 RESOLUTION REGARDING DISCHARGE FROM Mgmt For For
LIABILITY OF THE BOARD MEMBERS AND OF THE
PRESIDENT AND CEO: MATS HENNING (EMPLOYEE
REPRESENTATIVE)
9.14 RESOLUTION REGARDING DISCHARGE FROM Mgmt For For
LIABILITY OF THE BOARD MEMBERS AND OF THE
PRESIDENT AND CEO: MIKAEL SALLSTROM
(EMPLOYEE REPRESENTATIVE)
9.15 RESOLUTION REGARDING DISCHARGE FROM Mgmt For For
LIABILITY OF THE BOARD MEMBERS AND OF THE
PRESIDENT AND CEO: CAMILLA JOHANSSON
(EMPLOYEE REPRESENTATIVE, DEPUTY)
9.16 RESOLUTION REGARDING DISCHARGE FROM Mgmt For For
LIABILITY OF THE BOARD MEMBERS AND OF THE
PRESIDENT AND CEO: MARI LARSSON (EMPLOYEE
REPRESENTATIVE, DEPUTY)
9.17 RESOLUTION REGARDING DISCHARGE FROM Mgmt For For
LIABILITY OF THE BOARD MEMBERS AND OF THE
PRESIDENT AND CEO: MARTIN LUNDSTEDT (AS
PRESIDENT AND CEO)
10.1 DETERMINATION OF THE NUMBER OF BOARD Mgmt For For
MEMBERS AND DEPUTY BOARD MEMBERS TO BE
ELECTED BY THE MEETING: NUMBER OF BOARD
MEMBERS: ELEVEN MEMBERS
10.2 DETERMINATION OF THE NUMBER OF BOARD Mgmt For For
MEMBERS AND DEPUTY BOARD MEMBERS TO BE
ELECTED BY THE MEETING: NUMBER OF DEPUTY
BOARD MEMBERS: NO DEPUTY MEMBERS
11 DETERMINATION OF THE REMUNERATION TO THE Mgmt For For
BOARD MEMBERS
12.1 ELECTION OF BOARD MEMBER: MATTI ALAHUHTA Mgmt For For
(RE-ELECTION)
12.2 ELECTION OF BOARD MEMBER: ECKHARD CORDES Mgmt For For
(RE-ELECTION)
12.3 ELECTION OF BOARD MEMBER: ERIC ELZVIK Mgmt For For
(RE-ELECTION)
12.4 ELECTION OF BOARD MEMBER: MARTHA FINN Mgmt For For
BROOKS (NEW ELECTION)
12.5 ELECTION OF BOARD MEMBER: KURT JOFS Mgmt For For
(RE-ELECTION)
12.6 ELECTION OF BOARD MEMBER: MARTIN LUNDSTEDT Mgmt For For
(RE-ELECTION)
12.7 ELECTION OF BOARD MEMBER: KATHRYN V. Mgmt For For
MARINELLO (RE-ELECTION)
12.8 ELECTION OF BOARD MEMBER: MARTINA MERZ Mgmt For For
(RE-ELECTION)
12.9 ELECTION OF BOARD MEMBER: HANNE DE MORA Mgmt For For
(RE-ELECTION)
12.10 ELECTION OF BOARD MEMBER: HELENA STJERNHOLM Mgmt Against Against
(RE-ELECTION)
12.11 ELECTION OF BOARD MEMBER: CARL-HENRIC Mgmt For For
SVANBERG (RE-ELECTION)
13 ELECTION OF THE CHAIRMAN OF THE BOARD: THE Mgmt For For
ELECTION COMMITTEE PROPOSES RE-ELECTION OF
CARL-HENRIC SVANBERG AS CHAIRMAN OF THE
BOARD: CARL-HENRIC SVANBERG (RE-ELECTION)
14.1 ELECTION OF MEMBER OF THE ELECTION Mgmt For For
COMMITTEE: BENGT KJELL (AB INDUSTRIVARDEN)
14.2 ELECTION OF MEMBER OF THE ELECTION Mgmt For For
COMMITTEE: ANDERS OSCARSSON (AMF AND AMF
FUNDS)
14.3 ELECTION OF MEMBER OF THE ELECTION Mgmt For For
COMMITTEE: RAMSAY BRUFER (ALECTA)
14.4 ELECTION OF MEMBER OF THE ELECTION Mgmt For For
COMMITTEE: CARINE SMITH IHENACHO (NORGES
BANK INVESTMENT MANAGEMENT)
14.5 ELECTION OF MEMBER OF THE ELECTION Mgmt For For
COMMITTEE: CHAIRMAN OF THE BOARD
15 PRESENTATION OF THE BOARD'S REMUNERATION Mgmt For For
REPORT FOR APPROVAL
16 RESOLUTION REGARDING REMUNERATION POLICY Mgmt For For
FOR SENIOR EXECUTIVES
17 RESOLUTION REGARDING AMENDMENTS TO THE Mgmt For For
ARTICLES OF ASSOCIATION: THE BOARD PROPOSES
THAT THE ANNUAL GENERAL MEETING RESOLVES TO
AMEND SECTION 6 PARAGRAPH 1 OF THE ARTICLES
OF ASSOCIATION
18 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against
SHAREHOLDER PROPOSAL: PROPOSAL FROM THE
SHAREHOLDER CARL AXEL BRUNO REGARDING
LIMITATION OF THE COMPANY'S CONTRIBUTIONS
TO CHALMERS UNIVERSITY OF TECHNOLOGY
FOUNDATION: THE SHAREHOLDER CARL AXEL BRUNO
PROPOSES THAT THE ANNUAL GENERAL MEETING
DECIDES UPON LIMITATION OF THE COMPANY'S
CONTRIBUTIONS TO CHALMERS UNIVERSITY OF
TECHNOLOGY FOUNDATION TO A MAXIMUM OF SEK 4
MILLION PER YEAR
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. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
VOLVO AB Agenda Number: 714270143
--------------------------------------------------------------------------------------------------------------------------
Security: 928856301
Meeting Type: EGM
Meeting Date: 29-Jun-2021
Ticker:
ISIN: SE0000115446
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS Non-Voting
AN AGAINST VOTE IF THE MEETING REQUIRES
APPROVAL FROM THE MAJORITY OF PARTICIPANTS
TO PASS A RESOLUTION
CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting
BENEFICIAL OWNER INFORMATION FOR ALL VOTED
ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE
BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR
CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR
VOTE TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY
(POA) IS REQUIRED IN ORDER TO LODGE AND
EXECUTE YOUR VOTING INSTRUCTIONS IN THIS
MARKET. ABSENCE OF A POA, MAY CAUSE YOUR
INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE
CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting
REQUIRED TO VOTE AT THIS MEETING. IF NO
SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY CARRY A HEIGHTENED RISK OF
BEING REJECTED. THANK YOU
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 ELECTION OF CHAIRMAN OF THE MEETING: SVEN Non-Voting
UNGER
2 ELECTION OF PERSONS TO APPROVE THE MINUTES Non-Voting
3 PREPARATION AND APPROVAL OF THE VOTING LIST Non-Voting
4 APPROVAL OF THE AGENDA Non-Voting
5 DETERMINATION OF WHETHER THE MEETING HAS Non-Voting
BEEN DULY CONVENED
6 RESOLUTION ON EXTRAORDINARY DIVIDEND: SEK Mgmt For For
9.50 PER SHARE
CMMT DUE TO THE EXTRAORDINARY SITUATION AS A Non-Voting
RESULT OF THE COVID-19 PANDEMIC AND TO
REDUCE THE RISK OF SPREADING THE VIRUS AND
HAVING REGARD TO THE AUTHORITIES'
REGULATIONS AND ADVICE ON RESTRICTIONS OF
PUBLIC GATHERINGS, AB VOLVO'S EXTRAORDINARY
GENERAL MEETING IS CARRIED OUT ONLY THROUGH
ADVANCE VOTING (POSTAL VOTING) PURSUANT TO
TEMPORARY LEGISLATION. NO MEETING WITH THE
POSSIBILITY TO ATTEND IN PERSON OR TO BE
REPRESENTED BY A PROXY WILL TAKE PLACE
CMMT 04 JUNE 2021: 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 BE RELEASED
FROM ESCROW AS SOON AS PRACTICABLE ON THE
BUSINESS DAY PRIOR TO MEETING DATE UNLESS
OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO
BE ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT 04 JUNE 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
WPP PLC Agenda Number: 714065453
--------------------------------------------------------------------------------------------------------------------------
Security: G9788D103
Meeting Type: AGM
Meeting Date: 09-Jun-2021
Ticker:
ISIN: JE00B8KF9B49
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS
2 APPROVE FINAL DIVIDEND Mgmt For For
3 APPROVE COMPENSATION COMMITTEE REPORT Mgmt For For
4 ELECT ANGELA AHRENDTS AS DIRECTOR Mgmt For For
5 ELECT TOM ILUBE AS DIRECTOR Mgmt For For
6 ELECT YA-QIN ZHANG AS DIRECTOR Mgmt For For
7 RE-ELECT JACQUES AIGRAIN AS DIRECTOR Mgmt For For
8 RE-ELECT SANDRINE DUFOUR AS DIRECTOR Mgmt For For
9 RE-ELECT TAREK FARAHAT AS DIRECTOR Mgmt For For
10 RE-ELECT ROBERTO QUARTA AS DIRECTOR Mgmt For For
11 RE-ELECT MARK READ AS DIRECTOR Mgmt For For
12 RE-ELECT JOHN ROGERS AS DIRECTOR Mgmt For For
13 RE-ELECT CINDY ROSE AS DIRECTOR Mgmt For For
14 RE-ELECT NICOLE SELIGMAN AS DIRECTOR Mgmt For For
15 RE-ELECT SALLY SUSMAN AS A DIRECTOR Mgmt For For
16 RE-ELECT KEITH WEED AS A DIRECTOR Mgmt For For
17 RE-ELECT JASMINE WHITBREAD AS A DIRECTOR Mgmt For For
18 REAPPOINT DELOITTE LLP AS AUDITORS Mgmt For For
19 AUTHORISE THE AUDIT COMMITTEE TO FIX Mgmt For For
REMUNERATION OF AUDITORS
20 AUTHORISE ISSUE OF EQUITY Mgmt For For
21 AUTHORISE MARKET PURCHASE OF ORDINARY Mgmt For For
SHARES
22 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS
23 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS IN CONNECTION WITH AN
ACQUISITION OR OTHER CAPITAL INVESTMENT
24 ADOPT NEW ARTICLES OF ASSOCIATION Mgmt For For
CMMT 28 MAY 2021: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO MODIFICATION TEXT OF
RESOLUTION 3. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
Natixis U.S. Equity Opportunities Fund (Loomis)
--------------------------------------------------------------------------------------------------------------------------
ALIBABA GROUP HOLDING LIMITED Agenda Number: 935265086
--------------------------------------------------------------------------------------------------------------------------
Security: 01609W102
Meeting Type: Annual
Meeting Date: 30-Sep-2020
Ticker: BABA
ISIN: US01609W1027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Amend and restate the Company's Memorandum Mgmt For For
and Articles of Association to expressly
permit completely virtual shareholders'
meetings and reflect such updates as are
detailed in the proxy statement and set
forth in Exhibit A thereto.
2.1 Election of Director: MAGGIE WEI WU (To Mgmt For For
serve for a three year term or until such
director's successor is elected or
appointed and duly qualified).
2.2 Election of Director: KABIR MISRA (To serve Mgmt For For
for a three year term or until such
director's successor is elected or
appointed and duly qualified).
2.3 Election of Director: WALTER TEH MING KWAUK Mgmt For For
(To serve for a three year term or until
such director's successor is elected or
appointed and duly qualified).
3. Ratify the appointment of Mgmt For For
PricewaterhouseCoopers as the independent
registered public accounting firm of the
Company for the fiscal year ending March
31, 2021.
--------------------------------------------------------------------------------------------------------------------------
ALPHABET INC. Agenda Number: 935406264
--------------------------------------------------------------------------------------------------------------------------
Security: 02079K305
Meeting Type: Annual
Meeting Date: 02-Jun-2021
Ticker: GOOGL
ISIN: US02079K3059
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Larry Page Mgmt For For
1B. Election of Director: Sergey Brin Mgmt For For
1C. Election of Director: Sundar Pichai Mgmt For For
1D. Election of Director: John L. Hennessy Mgmt For For
1E. Election of Director: Frances H. Arnold Mgmt For For
1F. Election of Director: L. John Doerr Mgmt Against Against
1G. Election of Director: Roger W. Ferguson Jr. Mgmt For For
1H. Election of Director: Ann Mather Mgmt Against Against
1I. Election of Director: Alan R. Mulally Mgmt For For
1J. Election of Director: K. Ram Shriram Mgmt For For
1K. Election of Director: Robin L. Washington Mgmt For For
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as Alphabet's independent
registered public accounting firm for the
fiscal year ending December 31, 2021.
3. Approval of Alphabet's 2021 Stock Plan. Mgmt Against Against
4. A stockholder proposal regarding equal Shr For Against
shareholder voting, if properly presented
at the meeting.
5. A stockholder proposal regarding the Shr Against For
nomination of human rights and/or civil
rights expert to the board, if properly
presented at the meeting.
6. A stockholder proposal regarding a report Shr Against For
on sustainability metrics, if properly
presented at the meeting.
7. A stockholder proposal regarding a report Shr Against For
on takedown requests, if properly presented
at the meeting.
8. A stockholder proposal regarding a report Shr For Against
on whistleblower policies and practices, if
properly presented at the meeting.
9. A stockholder proposal regarding a report Shr Against For
on charitable contributions, if properly
presented at the meeting.
10. A stockholder proposal regarding a report Shr Against For
on risks related to anticompetitive
practices, if properly presented at the
meeting.
11. A stockholder proposal regarding a Shr Against For
transition to a public benefit corporation,
if properly presented at the meeting.
--------------------------------------------------------------------------------------------------------------------------
AMAZON.COM, INC. Agenda Number: 935397592
--------------------------------------------------------------------------------------------------------------------------
Security: 023135106
Meeting Type: Annual
Meeting Date: 26-May-2021
Ticker: AMZN
ISIN: US0231351067
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Jeffrey P. Bezos Mgmt For For
1B. Election of Director: Keith B. Alexander Mgmt For For
1C. Election of Director: Jamie S. Gorelick Mgmt For For
1D. Election of Director: Daniel P. Mgmt For For
Huttenlocher
1E. Election of Director: Judith A. McGrath Mgmt For For
1F. Election of Director: Indra K. Nooyi Mgmt For For
1G. Election of Director: Jonathan J. Mgmt For For
Rubinstein
1H. Election of Director: Thomas O. Ryder Mgmt For For
1I. Election of Director: Patricia Q. Mgmt For For
Stonesifer
1J. Election of Director: Wendell P. Weeks Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT AUDITORS.
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
4. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr For Against
CUSTOMER DUE DILIGENCE.
5. SHAREHOLDER PROPOSAL REQUESTING A MANDATORY Shr Against For
INDEPENDENT BOARD CHAIR POLICY.
6. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr Against For
REPORTING ON GENDER/RACIAL PAY.
7. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr For Against
PROMOTION DATA.
8. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
PACKAGING MATERIALS.
9. SHAREHOLDER PROPOSAL REQUESTING A DIVERSITY Shr For Against
AND EQUITY AUDIT REPORT.
10. SHAREHOLDER PROPOSAL REQUESTING AN Shr Against For
ALTERNATIVE DIRECTOR CANDIDATE POLICY.
11. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr For Against
COMPETITION STRATEGY AND RISK.
12. SHAREHOLDER PROPOSAL REQUESTING AN Shr For Against
ADDITIONAL REDUCTION IN THRESHOLD FOR
CALLING SPECIAL SHAREHOLDER MEETINGS.
13. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr For Against
REPORTING ON LOBBYING.
14. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr For Against
CUSTOMER USE OF CERTAIN TECHNOLOGIES.
--------------------------------------------------------------------------------------------------------------------------
AUTODESK, INC. Agenda Number: 935412899
--------------------------------------------------------------------------------------------------------------------------
Security: 052769106
Meeting Type: Annual
Meeting Date: 16-Jun-2021
Ticker: ADSK
ISIN: US0527691069
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Andrew Anagnost Mgmt For For
1B. Election of Director: Karen Blasing Mgmt For For
1C. Election of Director: Reid French Mgmt For For
1D. Election of Director: Dr. Ayanna Howard Mgmt For For
1E. Election of Director: Blake Irving Mgmt For For
1F. Election of Director: Mary T. McDowell Mgmt For For
1G. Election of Director: Stephen Milligan Mgmt For For
1H. Election of Director: Lorrie M. Norrington Mgmt For For
1I. Election of Director: Betsy Rafael Mgmt For For
1J. Election of Director: Stacy J. Smith Mgmt For For
2. Ratify the appointment of Ernst & Young LLP Mgmt For For
as Autodesk, Inc.'s independent registered
public accounting firm for the fiscal year
ending January 31, 2022.
3. Approve, on an advisory (non-binding) Mgmt For For
basis, the compensation of Autodesk, Inc.'s
named executive officers.
--------------------------------------------------------------------------------------------------------------------------
AUTOMATIC DATA PROCESSING, INC. Agenda Number: 935276130
--------------------------------------------------------------------------------------------------------------------------
Security: 053015103
Meeting Type: Annual
Meeting Date: 11-Nov-2020
Ticker: ADP
ISIN: US0530151036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Peter Bisson Mgmt For For
1B. Election of Director: Richard T. Clark Mgmt For For
1C. Election of Director: Linnie M. Haynesworth Mgmt For For
1D. Election of Director: John P. Jones Mgmt For For
1E. Election of Director: Francine S. Katsoudas Mgmt For For
1F. Election of Director: Nazzic S. Keene Mgmt For For
1G. Election of Director: Thomas J. Lynch Mgmt For For
1H. Election of Director: Scott F. Powers Mgmt For For
1I. Election of Director: William J. Ready Mgmt For For
1J. Election of Director: Carlos A. Rodriguez Mgmt For For
1K. Election of Director: Sandra S. Wijnberg Mgmt For For
2. Advisory Vote on Executive Compensation. Mgmt For For
3. Ratification of the Appointment of Mgmt For For
Auditors.
4. Stockholder proposal, if properly presented Shr Against For
at the meeting, to prepare a Report on
Employee Representation on the Board of
Directors.
--------------------------------------------------------------------------------------------------------------------------
BIOMARIN PHARMACEUTICAL INC. Agenda Number: 935385357
--------------------------------------------------------------------------------------------------------------------------
Security: 09061G101
Meeting Type: Annual
Meeting Date: 25-May-2021
Ticker: BMRN
ISIN: US09061G1013
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Jean-Jacques Bienaime Mgmt For For
Elizabeth M. Anderson Mgmt Withheld Against
Willard Dere Mgmt Withheld Against
Michael Grey Mgmt For For
Elaine J. Heron Mgmt Withheld Against
Maykin Ho Mgmt For For
Robert J. Hombach Mgmt For For
V. Bryan Lawlis Mgmt For For
Richard A. Meier Mgmt For For
David E.I. Pyott Mgmt Withheld Against
Dennis J. Slamon Mgmt For For
2. To ratify the selection of KPMG LLP as the Mgmt For For
independent registered public accounting
firm for BioMarin for the fiscal year
ending December 31, 2021.
3. To approve, on an advisory basis, the Mgmt For For
compensation of the Company's Named
Executive Officers as disclosed in the
Proxy Statement.
4. To approve an amendment to the 2017 Equity Mgmt For For
Incentive Plan, as amended.
--------------------------------------------------------------------------------------------------------------------------
CERNER CORPORATION Agenda Number: 935364822
--------------------------------------------------------------------------------------------------------------------------
Security: 156782104
Meeting Type: Annual
Meeting Date: 19-May-2021
Ticker: CERN
ISIN: US1567821046
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Class II Director: Mitchell E. Mgmt For For
Daniels, Jr.
1B. Election of Class II Director: Elder Mgmt For For
Granger, M.D.
1C. Election of Class II Director: John J. Mgmt For For
Greisch
1D. Election of Class II Director: Melinda J. Mgmt For For
Mount
2. Ratification of the appointment of KPMG LLP Mgmt For For
as the independent registered public
accounting firm of Cerner Corporation for
2021.
3. Approval, on an advisory basis, of the Mgmt For For
compensation of our Named Executive
Officers.
4. Shareholder proposal to eliminate Shr For Against
supermajority voting, if properly presented
at the meeting.
--------------------------------------------------------------------------------------------------------------------------
CISCO SYSTEMS, INC. Agenda Number: 935287498
--------------------------------------------------------------------------------------------------------------------------
Security: 17275R102
Meeting Type: Annual
Meeting Date: 10-Dec-2020
Ticker: CSCO
ISIN: US17275R1023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: M. Michele Burns Mgmt For For
1b. Election of Director: Wesley G. Bush Mgmt For For
1c. Election of Director: Michael D. Capellas Mgmt For For
1d. Election of Director: Mark Garrett Mgmt For For
1e. Election of Director: Dr. Kristina M. Mgmt For For
Johnson
1f. Election of Director: Roderick C. McGeary Mgmt For For
1g. Election of Director: Charles H. Robbins Mgmt For For
1h. Election of Director: Arun Sarin Mgmt Did not Vote
1i. Election of Director: Brenton L. Saunders Mgmt For For
1j. Election of Director: Dr. Lisa T. Su Mgmt For For
2. Approval of the reincorporation of Cisco Mgmt For For
from California to Delaware.
3. Approval of amendment and restatement of Mgmt For For
the 2005 Stock Incentive Plan.
4. Approval, on an advisory basis, of Mgmt For For
executive compensation.
5. Ratification of PricewaterhouseCoopers LLP Mgmt For For
as Cisco's independent registered public
accounting firm for fiscal 2021.
6. Approval to have Cisco's Board adopt a Shr For Against
policy to have an independent Board
chairman.
--------------------------------------------------------------------------------------------------------------------------
COLGATE-PALMOLIVE COMPANY Agenda Number: 935355392
--------------------------------------------------------------------------------------------------------------------------
Security: 194162103
Meeting Type: Annual
Meeting Date: 07-May-2021
Ticker: CL
ISIN: US1941621039
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: John P. Bilbrey Mgmt For For
1b. Election of Director: John T. Cahill Mgmt For For
1c. Election of Director: Lisa M. Edwards Mgmt For For
1d. Election of Director: C. Martin Harris Mgmt For For
1e. Election of Director: Martina Hund-Mejean Mgmt For For
1f. Election of Director: Kimberly A. Nelson Mgmt For For
1g. Election of Director: Lorrie M. Norrington Mgmt For For
1h. Election of Director: Michael B. Polk Mgmt For For
1i. Election of Director: Stephen I. Sadove Mgmt For For
1j. Election of Director: Noel R. Wallace Mgmt For For
2. Ratify selection of PricewaterhouseCoopers Mgmt For For
LLP as Colgate's independent registered
public accounting firm.
3. Advisory vote on executive compensation. Mgmt For For
4. Stockholder proposal on independent Board Shr For Against
Chairman.
5. Stockholder proposal to reduce the Shr Against For
ownership threshold to call special
stockholder meetings to 10%.
--------------------------------------------------------------------------------------------------------------------------
DEERE & COMPANY Agenda Number: 935323143
--------------------------------------------------------------------------------------------------------------------------
Security: 244199105
Meeting Type: Annual
Meeting Date: 24-Feb-2021
Ticker: DE
ISIN: US2441991054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Tamra A. Erwin Mgmt For For
1B. Election of Director: Alan C. Heuberger Mgmt For For
1C. Election of Director: Charles O. Holliday, Mgmt For For
Jr.
1D. Election of Director: Dipak C. Jain Mgmt For For
1E. Election of Director: Michael O. Johanns Mgmt For For
1F. Election of Director: Clayton M. Jones Mgmt For For
1G. Election of Director: John C. May Mgmt For For
1H. Election of Director: Gregory R. Page Mgmt For For
1I. Election of Director: Sherry M. Smith Mgmt For For
1J. Election of Director: Dmitri L. Stockton Mgmt For For
1K. Election of Director: Sheila G. Talton Mgmt For For
2. Advisory vote on executive compensation. Mgmt For For
3. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as Deere's independent
registered public accounting firm for
fiscal 2021.
--------------------------------------------------------------------------------------------------------------------------
EXPEDITORS INT'L OF WASHINGTON, INC. Agenda Number: 935356255
--------------------------------------------------------------------------------------------------------------------------
Security: 302130109
Meeting Type: Annual
Meeting Date: 04-May-2021
Ticker: EXPD
ISIN: US3021301094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Robert R. Wright Mgmt For For
1.2 Election of Director: Glenn M. Alger Mgmt For For
1.3 Election of Director: Robert P. Carlile Mgmt For For
1.4 Election of Director: James M. DuBois Mgmt For For
1.5 Election of Director: Mark A. Emmert Mgmt For For
1.6 Election of Director: Diane H. Gulyas Mgmt For For
1.7 Election of Director: Jeffrey S. Musser Mgmt For For
1.8 Election of Director: Liane J. Pelletier Mgmt For For
2. Advisory Vote to Approve Named Executive Mgmt For For
Officer Compensation.
3. Ratification of Independent Registered Mgmt For For
Public Accounting Firm.
--------------------------------------------------------------------------------------------------------------------------
FACEBOOK, INC. Agenda Number: 935395891
--------------------------------------------------------------------------------------------------------------------------
Security: 30303M102
Meeting Type: Annual
Meeting Date: 26-May-2021
Ticker: FB
ISIN: US30303M1027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Peggy Alford Mgmt Withheld Against
Marc L. Andreessen Mgmt Withheld Against
Andrew W. Houston Mgmt For For
Nancy Killefer Mgmt For For
Robert M. Kimmitt Mgmt For For
Sheryl K. Sandberg Mgmt For For
Peter A. Thiel Mgmt For For
Tracey T. Travis Mgmt For For
Mark Zuckerberg Mgmt For For
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as Facebook, Inc.'s independent
registered public accounting firm for the
fiscal year ending December 31, 2021.
3. To approve an amendment to the director Mgmt Against Against
compensation policy.
4. A shareholder proposal regarding dual class Shr For Against
capital structure.
5. A shareholder proposal regarding an Shr Against For
independent chair.
6. A shareholder proposal regarding child Shr For Against
exploitation.
7. A shareholder proposal regarding Shr For Against
human/civil rights expert on board.
8. A shareholder proposal regarding platform Shr For Against
misuse.
9. A shareholder proposal regarding public Shr For Against
benefit corporation.
--------------------------------------------------------------------------------------------------------------------------
FACTSET RESEARCH SYSTEMS INC. Agenda Number: 935289896
--------------------------------------------------------------------------------------------------------------------------
Security: 303075105
Meeting Type: Annual
Meeting Date: 17-Dec-2020
Ticker: FDS
ISIN: US3030751057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Robin A. Abrams (To Mgmt For For
serve a three-year term expiring in
concurrence with the Annual Meeting of
Stockholders for 2023.)
1b. Election of Director: Laurie Siegel (To Mgmt For For
serve a three-year term expiring in
concurrence with the Annual Meeting of
Stockholders for 2023.)
1c. Election of Director: Malcolm Frank (To Mgmt For For
serve a three-year term expiring in
concurrence with the Annual Meeting of
Stockholders for 2023.)
1d. Election of Director: Siew Kai Choy (To Mgmt For For
serve a one-year term expiring in
concurrence with the Annual Meeting of
Stockholders for 2021.)
1e. Election of Director: Lee Shavel (To serve Mgmt For For
a one-year term expiring in concurrence
with the Annual Meeting of Stockholders for
2021.)
2. To ratify the appointment of the accounting Mgmt For For
firm of Ernst & Young LLP as our
independent registered public accounting
firm for the fiscal year ending August 31,
2021.
3. To vote on a non-binding advisory Mgmt For For
resolution to approve the compensation of
our named executive officers.
--------------------------------------------------------------------------------------------------------------------------
ILLUMINA, INC. Agenda Number: 935395485
--------------------------------------------------------------------------------------------------------------------------
Security: 452327109
Meeting Type: Annual
Meeting Date: 26-May-2021
Ticker: ILMN
ISIN: US4523271090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Caroline D. Dorsa Mgmt Against Against
1B. Election of Director: Robert S. Epstein, Mgmt Against Against
M.D.
1C. Election of Director: Scott Gottlieb, M.D. Mgmt For For
1D. Election of Director: Gary S. Guthart Mgmt Against Against
1E. Election of Director: Philip W. Schiller Mgmt For For
1F. Election of Director: John W. Thompson Mgmt For For
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as our independent registered public
accounting firm for the fiscal year ending
January 2, 2022.
3. To approve, on an advisory basis, the Mgmt Against Against
compensation of the named executive
officers as disclosed in the Proxy
Statement.
--------------------------------------------------------------------------------------------------------------------------
INTUITIVE SURGICAL, INC. Agenda Number: 935347460
--------------------------------------------------------------------------------------------------------------------------
Security: 46120E602
Meeting Type: Annual
Meeting Date: 22-Apr-2021
Ticker: ISRG
ISIN: US46120E6023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Craig H. Barratt, Mgmt For For
Ph.D.
1B. Election of Director: Joseph C. Beery Mgmt For For
1C. Election of Director: Gary S. Guthart, Mgmt For For
Ph.D.
1D. Election of Director: Amal M. Johnson Mgmt For For
1E. Election of Director: Don R. Kania, Ph.D. Mgmt For For
1F. Election of Director: Amy L. Ladd, M.D. Mgmt For For
1G. Election of Director: Keith R. Leonard, Jr. Mgmt For For
1H. Election of Director: Alan J. Levy, Ph.D. Mgmt For For
1I. Election of Director: Jami Dover Nachtsheim Mgmt For For
1J. Election of Director: Monica P. Reed, M.D. Mgmt For For
1K. Election of Director: Mark J. Rubash Mgmt For For
2. To approve, by advisory vote, the Mgmt For For
compensation of the Company's Named
Executive Officers.
3. The ratification of appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for the fiscal year ending December
31, 2021.
4. To approve the Company's Amended and Mgmt For For
Restated 2010 Incentive Award Plan.
--------------------------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION Agenda Number: 935284478
--------------------------------------------------------------------------------------------------------------------------
Security: 594918104
Meeting Type: Annual
Meeting Date: 02-Dec-2020
Ticker: MSFT
ISIN: US5949181045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Reid G. Hoffman Mgmt For For
1B. Election of Director: Hugh F. Johnston Mgmt For For
1C. Election of Director: Teri L. List-Stoll Mgmt For For
1D. Election of Director: Satya Nadella Mgmt For For
1E. Election of Director: Sandra E. Peterson Mgmt For For
1F. Election of Director: Penny S. Pritzker Mgmt For For
1G. Election of Director: Charles W. Scharf Mgmt For For
1H. Election of Director: Arne M. Sorenson Mgmt For For
1I. Election of Director: John W. Stanton Mgmt For For
1J. Election of Director: John W. Thompson Mgmt For For
1K. Election of Director: Emma N. Walmsley Mgmt For For
1L. Election of Director: Padmasree Warrior Mgmt For For
2. Advisory vote to approve named executive Mgmt For For
officer compensation.
3. Ratification of Deloitte & Touche LLP as Mgmt For For
our independent auditor for fiscal year
2021.
4. Shareholder Proposal - Report on Employee Shr Against For
Representation on Board of Directors.
--------------------------------------------------------------------------------------------------------------------------
MONSTER BEVERAGE CORPORATION Agenda Number: 935419499
--------------------------------------------------------------------------------------------------------------------------
Security: 61174X109
Meeting Type: Annual
Meeting Date: 15-Jun-2021
Ticker: MNST
ISIN: US61174X1090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Rodney C. Sacks Mgmt For For
Hilton H. Schlosberg Mgmt For For
Mark J. Hall Mgmt For For
James L. Dinkins Mgmt For For
Gary P. Fayard Mgmt For For
Jeanne P. Jackson Mgmt For For
Steven G. Pizula Mgmt For For
Benjamin M. Polk Mgmt For For
Mark S. Vidergauz Mgmt For For
2. Proposal to ratify the appointment of Mgmt For For
Deloitte & Touche LLP as the independent
registered public accounting firm of the
Company for the fiscal year ending December
31, 2021.
3. Proposal to approve, on a non-binding, Mgmt For For
advisory basis, the compensation of the
Company's named executive officers.
4. To consider a stockholder proposal Shr Against For
regarding a by-law amendment for an annual
vote and report on climate change; if
properly presented at the Annual Meeting.
--------------------------------------------------------------------------------------------------------------------------
MSCI INC. Agenda Number: 935348006
--------------------------------------------------------------------------------------------------------------------------
Security: 55354G100
Meeting Type: Annual
Meeting Date: 27-Apr-2021
Ticker: MSCI
ISIN: US55354G1004
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Henry A. Fernandez Mgmt For For
1B. Election of Director: Robert G. Ashe Mgmt For For
1C. Election of Director: Wayne Edmunds Mgmt For For
1D. Election of Director: Catherine R. Kinney Mgmt For For
1E. Election of Director: Jacques P. Perold Mgmt For For
1F. Election of Director: Sandy C. Rattray Mgmt For For
1G. Election of Director: Linda H. Riefler Mgmt For For
1H. Election of Director: Marcus L. Smith Mgmt For For
1I. Election of Director: Paula Volent Mgmt For For
2. To approve, by non-binding vote, our Mgmt For For
executive compensation, as described in
these proxy materials.
3. To ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as independent
auditor.
--------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG Agenda Number: 935332584
--------------------------------------------------------------------------------------------------------------------------
Security: 66987V109
Meeting Type: Annual
Meeting Date: 02-Mar-2021
Ticker: NVS
ISIN: US66987V1098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of the Operating and Financial Mgmt For For
Review of Novartis AG, the Financial
Statements of Novartis AG and the Group
Consolidated Financial Statements for the
2020 Financial Year.
2. Discharge from Liability of the Members of Mgmt For For
the Board of Directors and the Executive
Committee.
3. Appropriation of Available Earnings of Mgmt For For
Novartis AG as per Balance Sheet and
Declaration of Dividend for 2020.
4. Reduction of Share Capital. Mgmt For For
5. Further Share Repurchases. Mgmt For For
6A. Binding Vote on the Maximum Aggregate Mgmt For For
Amount of Compensation for the Board of
Directors from the 2021 Annual General
Meeting to the 2022 Annual General Meeting.
6B. Binding Vote on the Maximum Aggregate Mgmt For For
Amount of Compensation for the Executive
Committee for the Financial Year 2022.
6C. Advisory Vote on the 2020 Compensation Mgmt For For
Report.
7A. Re-election of Joerg Reinhardt as Member Mgmt For For
and Chairman.
7B. Re-election of Nancy C. Andrews Mgmt For For
7C. Re-election of Ton Buechner Mgmt For For
7D. Re-election of Patrice Bula Mgmt For For
7E. Re-election of Elizabeth Doherty Mgmt For For
7F. Re-election of Ann Fudge Mgmt For For
7G. Re-election of Bridgette Heller Mgmt For For
7H. Re-election of Frans van Houten Mgmt For For
7I. Re-election of Simon Moroney Mgmt For For
7J. Re-election of Andreas von Planta Mgmt For For
7K. Re-election of Charles L. Sawyers Mgmt For For
7L. Re-election of Enrico Vanni Mgmt For For
7M. Re-election of William T. Winters Mgmt For For
8A. Re-election of Patrice Bula to the Mgmt For For
Compensation Committee.
8B. Re-election of Bridgette Heller to the Mgmt For For
Compensation Committee.
8C. Re-election of Enrico Vanni to the Mgmt For For
Compensation Committee.
8D. Re-Election of William T. Winters to the Mgmt For For
Compensation Committee.
8E. Election of Simon Moroney to the Mgmt For For
Compensation Committee.
9. Re-election of the Statutory Auditor. Mgmt For For
10. Re-election of the Independent Proxy. Mgmt For For
11. Amendment to Article 20 Paragraph 3 of the Mgmt For For
Articles of Incorporation.
12. General instructions in case of alternative Mgmt Against Against
motions under the agenda items published in
the Notice of Annual General Meeting,
and/or of motions relating to additional
agenda items according to Article 700
paragraph 3 of the Swiss Code of
Obligations.
--------------------------------------------------------------------------------------------------------------------------
NVIDIA CORPORATION Agenda Number: 935402343
--------------------------------------------------------------------------------------------------------------------------
Security: 67066G104
Meeting Type: Annual
Meeting Date: 03-Jun-2021
Ticker: NVDA
ISIN: US67066G1040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Robert K. Burgess Mgmt For For
1B. Election of Director: Tench Coxe Mgmt For For
1C. Election of Director: John O. Dabiri Mgmt For For
1D. Election of Director: Persis S. Drell Mgmt For For
1E. Election of Director: Jen-Hsun Huang Mgmt For For
1F. Election of Director: Dawn Hudson Mgmt For For
1G. Election of Director: Harvey C. Jones Mgmt For For
1H. Election of Director: Michael G. McCaffery Mgmt For For
1I. Election of Director: Stephen C. Neal Mgmt For For
1J. Election of Director: Mark L. Perry Mgmt For For
1K. Election of Director: A. Brooke Seawell Mgmt For For
1L. Election of Director: Aarti Shah Mgmt For For
1M. Election of Director: Mark A. Stevens Mgmt For For
2. Approval of our executive compensation. Mgmt For For
3. Ratification of the selection of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for fiscal year 2022.
4. Approval of an amendment to our charter to Mgmt For For
increase the number of authorized shares of
common stock from 2 billion shares to 4
billion shares.
--------------------------------------------------------------------------------------------------------------------------
ORACLE CORPORATION Agenda Number: 935274554
--------------------------------------------------------------------------------------------------------------------------
Security: 68389X105
Meeting Type: Annual
Meeting Date: 04-Nov-2020
Ticker: ORCL
ISIN: US68389X1054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Jeffrey S. Berg Mgmt For For
Michael J. Boskin Mgmt For For
Safra A. Catz Mgmt For For
Bruce R. Chizen Mgmt For For
George H. Conrades Mgmt For For
Lawrence J. Ellison Mgmt For For
Rona A. Fairhead Mgmt For For
Jeffrey O. Henley Mgmt For For
Renee J. James Mgmt For For
Charles W. Moorman IV Mgmt For For
Leon E. Panetta Mgmt For For
William G. Parrett Mgmt For For
Naomi O. Seligman Mgmt Withheld Against
Vishal Sikka Mgmt Withheld Against
2. Advisory Vote to Approve Compensation of Mgmt For For
Named Executive Officers.
3. Approve the Oracle Corporation 2020 Equity Mgmt For For
Incentive Plan.
4. Ratification of Selection of Independent Mgmt For For
Registered Public Accounting Firm.
5. Stockholder Proposal Regarding Pay Equity Shr For Against
Report.
6. Stockholder Proposal Regarding Independent Shr Against For
Board Chair.
--------------------------------------------------------------------------------------------------------------------------
QUALCOMM INCORPORATED Agenda Number: 935327569
--------------------------------------------------------------------------------------------------------------------------
Security: 747525103
Meeting Type: Annual
Meeting Date: 10-Mar-2021
Ticker: QCOM
ISIN: US7475251036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Sylvia Acevedo Mgmt For For
1B. Election of Director: Mark Fields Mgmt For For
1C. Election of Director: Jeffrey W. Henderson Mgmt For For
1D. Election of Director: Gregory N. Johnson Mgmt For For
1E. Election of Director: Ann M. Livermore Mgmt For For
1F. Election of Director: Harish Manwani Mgmt For For
1G. Election of Director: Mark D. McLaughlin Mgmt For For
1H. Election of Director: Jamie S. Miller Mgmt For For
1I. Election of Director: Steve Mollenkopf Mgmt For For
1J. Election of Director: Clark T. Randt, Jr. Mgmt For For
1K. Election of Director: Irene B. Rosenfeld Mgmt For For
1L. Election of Director: Kornelis "Neil" Smit Mgmt For For
1M. Election of Director: Jean-Pascal Tricoire Mgmt For For
1N. Election of Director: Anthony J. Mgmt For For
Vinciquerra
2. To ratify the selection of Mgmt For For
PricewaterhouseCoopers LLP as our
independent public accountants for our
fiscal year ending September 26, 2021.
3. To approve, on an advisory basis, our Mgmt For For
executive compensation.
--------------------------------------------------------------------------------------------------------------------------
REGENERON PHARMACEUTICALS, INC. Agenda Number: 935414627
--------------------------------------------------------------------------------------------------------------------------
Security: 75886F107
Meeting Type: Annual
Meeting Date: 11-Jun-2021
Ticker: REGN
ISIN: US75886F1075
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: N. Anthony Coles, Mgmt For For
M.D.
1B. Election of Director: Arthur F. Ryan Mgmt For For
1C. Election of Director: George L. Sing Mgmt For For
1D. Election of Director: Marc Tessier-Lavigne, Mgmt For For
Ph.D.
2. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for the fiscal year ending December
31, 2021.
--------------------------------------------------------------------------------------------------------------------------
SALESFORCE.COM, INC. Agenda Number: 935416811
--------------------------------------------------------------------------------------------------------------------------
Security: 79466L302
Meeting Type: Annual
Meeting Date: 10-Jun-2021
Ticker: CRM
ISIN: US79466L3024
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Marc Benioff Mgmt For For
1B. Election of Director: Craig Conway Mgmt For For
1C. Election of Director: Parker Harris Mgmt For For
1D. Election of Director: Alan Hassenfeld Mgmt For For
1E. Election of Director: Neelie Kroes Mgmt For For
1F. Election of Director: Colin Powell Mgmt For For
1G. Election of Director: Sanford Robertson Mgmt For For
1H. Election of Director: John V. Roos Mgmt For For
1I. Election of Director: Robin Washington Mgmt For For
1J. Election of Director: Maynard Webb Mgmt For For
1K. Election of Director: Susan Wojcicki Mgmt For For
2. Amendment and restatement of our 2013 Mgmt For For
Equity Incentive Plan to increase the
number of shares reserved for issuance.
3. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as our independent registered
public accounting firm for the fiscal year
ending January 31, 2022.
4. An advisory vote to approve the fiscal 2021 Mgmt For For
compensation of our named executive
officers.
5. A stockholder proposal requesting that the Shr Against For
Board of Directors take steps necessary to
transition Salesforce to a Public Benefit
Corporation, if properly presented at the
meeting.
--------------------------------------------------------------------------------------------------------------------------
SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) Agenda Number: 935338170
--------------------------------------------------------------------------------------------------------------------------
Security: 806857108
Meeting Type: Annual
Meeting Date: 07-Apr-2021
Ticker: SLB
ISIN: AN8068571086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Patrick de La Mgmt For For
Chevardiere
1.2 Election of Director: Miguel M. Galuccio Mgmt For For
1.3 Election of Director: Olivier Le Peuch Mgmt For For
1.4 Election of Director: Tatiana A. Mitrova Mgmt For For
1.5 Election of Director: Maria M. Hanssen Mgmt For For
1.6 Election of Director: Mark G. Papa Mgmt For For
1.7 Election of Director: Henri Seydoux Mgmt For For
1.8 Election of Director: Jeff W. Sheets Mgmt For For
2. Approval of the advisory resolution to Mgmt For For
approve our executive compensation.
3. Approval of our consolidated balance sheet Mgmt For For
as of December 31, 2020; our consolidated
statement of income for the year ended
December 31, 2020; and our Board of
Directors' declarations of dividends in
2020, as reflected in our 2020 Annual
Report to Stockholders.
4. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as our
independent auditors for 2021.
5. Approval of an amendment and restatement of Mgmt For For
the 2017 Schlumberger Omnibus Stock
Incentive Plan.
6. Approval of an amendment and restatement of Mgmt For For
the Schlumberger Discounted Stock Purchase
Plan.
7. Approval of an amendment and restatement of Mgmt For For
the 2004 Stock and Deferral Plan for
Non-Employee Directors.
--------------------------------------------------------------------------------------------------------------------------
SEI INVESTMENTS COMPANY Agenda Number: 935428246
--------------------------------------------------------------------------------------------------------------------------
Security: 784117103
Meeting Type: Annual
Meeting Date: 02-Jun-2021
Ticker: SEIC
ISIN: US7841171033
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Carl A. Guarino Mgmt For For
1B. Election of Director: Carmen V. Romeo Mgmt For For
2. To approve, on an advisory basis, the Mgmt For For
compensation of named executive officers.
3. To ratify the appointment of KPMG LLP as Mgmt For For
independent registered public accountants
for fiscal year 2021.
--------------------------------------------------------------------------------------------------------------------------
STARBUCKS CORPORATION Agenda Number: 935326935
--------------------------------------------------------------------------------------------------------------------------
Security: 855244109
Meeting Type: Annual
Meeting Date: 17-Mar-2021
Ticker: SBUX
ISIN: US8552441094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Richard E. Allison, Mgmt Against Against
Jr.
1B. Election of Director: Rosalind G. Brewer Mgmt Abstain Against
(Withdrawn)
1C. Election of Director: Andrew Campion Mgmt For For
1D. Election of Director: Mary N. Dillon Mgmt Against Against
1E. Election of Director: Isabel Ge Mahe Mgmt For For
1F. Election of Director: Mellody Hobson Mgmt For For
1G. Election of Director: Kevin R. Johnson Mgmt For For
1H. Election of Director: Jorgen Vig Knudstorp Mgmt For For
1I. Election of Director: Satya Nadella Mgmt Against Against
1J. Election of Director: Joshua Cooper Ramo Mgmt For For
1K. Election of Director: Clara Shih Mgmt Against Against
1L. Election of Director: Javier G. Teruel Mgmt Against Against
2. Advisory resolution to approve our Mgmt Against Against
executive officer compensation.
3. Ratification of selection of Deloitte & Mgmt For For
Touche LLP as our independent registered
public accounting firm for fiscal 2021.
4. Employee Board Representation. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
THE BOEING COMPANY Agenda Number: 935340884
--------------------------------------------------------------------------------------------------------------------------
Security: 097023105
Meeting Type: Annual
Meeting Date: 20-Apr-2021
Ticker: BA
ISIN: US0970231058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Robert A. Bradway Mgmt For For
1B. Election of Director: David L. Calhoun Mgmt For For
1C. Election of Director: Lynne M. Doughtie Mgmt For For
1D. Election of Director: Edmund P. Mgmt For For
Giambastiani Jr.
1E. Election of Director: Lynn J. Good Mgmt For For
1F. Election of Director: Akhil Johri Mgmt For For
1G. Election of Director: Lawrence W. Kellner Mgmt For For
1H. Election of Director: Steven M. Mollenkopf Mgmt For For
1I. Election of Director: John M. Richardson Mgmt For For
1J. Election of Director: Ronald A. Williams Mgmt For For
2. Approve, on an Advisory Basis, Named Mgmt For For
Executive Officer Compensation.
3. Ratify the Appointment of Deloitte & Touche Mgmt For For
LLP as Independent Auditor for 2021.
4. Additional Report on Lobbying Activities. Shr For Against
5. Written Consent. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
THE WALT DISNEY COMPANY Agenda Number: 935328206
--------------------------------------------------------------------------------------------------------------------------
Security: 254687106
Meeting Type: Annual
Meeting Date: 09-Mar-2021
Ticker: DIS
ISIN: US2546871060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Susan E. Arnold Mgmt For For
1B. Election of Director: Mary T. Barra Mgmt For For
1C. Election of Director: Safra A. Catz Mgmt For For
1D. Election of Director: Robert A. Chapek Mgmt For For
1E. Election of Director: Francis A. deSouza Mgmt For For
1F. Election of Director: Michael B.G. Froman Mgmt For For
1G. Election of Director: Robert A. Iger Mgmt For For
1H. Election of Director: Maria Elena Mgmt For For
Lagomasino
1I. Election of Director: Mark G. Parker Mgmt For For
1J. Election of Director: Derica W. Rice Mgmt For For
2. To ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
registered public accountants for fiscal
2021.
3. To approve the advisory resolution on Mgmt For For
executive compensation.
4. Shareholder proposal requesting an annual Shr Against For
report disclosing information regarding the
Company's lobbying policies and activities.
5. Shareholder proposal requesting Shr Against For
non-management employees on director
nominee candidate lists.
--------------------------------------------------------------------------------------------------------------------------
UNDER ARMOUR, INC. Agenda Number: 935366725
--------------------------------------------------------------------------------------------------------------------------
Security: 904311107
Meeting Type: Annual
Meeting Date: 13-May-2021
Ticker: UAA
ISIN: US9043111072
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Kevin A. Plank Mgmt For For
Douglas E. Coltharp Mgmt For For
Jerri L. DeVard Mgmt Withheld Against
Mohamed A. El-Erian Mgmt For For
Patrik Frisk Mgmt For For
Karen W. Katz Mgmt For For
Westley Moore Mgmt For For
Eric T. Olson Mgmt For For
Harvey L. Sanders Mgmt Withheld Against
2. To approve, by a non-binding advisory vote, Mgmt Against Against
the compensation of executives as disclosed
in the "Executive Compensation" section of
the proxy statement, including the
Compensation Discussion and Analysis and
tables.
3. Ratification of appointment of independent Mgmt For For
registered public accounting firm.
--------------------------------------------------------------------------------------------------------------------------
VARIAN MEDICAL SYSTEMS, INC. Agenda Number: 935274821
--------------------------------------------------------------------------------------------------------------------------
Security: 92220P105
Meeting Type: Special
Meeting Date: 15-Oct-2020
Ticker: VAR
ISIN: US92220P1057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve and adopt the Agreement and Plan Mgmt For For
of Merger, dated as of August 2, 2020 (as
it may be amended from time to time, the
"merger agreement").
2. To adjourn the Special Meeting, if Mgmt For For
necessary or appropriate, to solicit
additional proxies in favor of the proposal
to approve and adopt the merger agreement
if there are not sufficient votes at the
time of such adjournment to approve and
adopt the merger agreement.
3. To approve, on a non-binding, advisory Mgmt Against Against
basis, certain compensation that will or
may be paid or become payable to Varian's
named executive officers that is based on
or otherwise relates to the merger.
--------------------------------------------------------------------------------------------------------------------------
VISA INC. Agenda Number: 935315576
--------------------------------------------------------------------------------------------------------------------------
Security: 92826C839
Meeting Type: Annual
Meeting Date: 26-Jan-2021
Ticker: V
ISIN: US92826C8394
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Lloyd A. Carney Mgmt For For
1B. Election of Director: Mary B. Cranston Mgmt For For
1C. Election of Director: Francisco Javier Mgmt For For
Fernandez-Carbajal
1D. Election of Director: Alfred F. Kelly, Jr. Mgmt For For
1E. Election of Director: Ramon Laguarta Mgmt For For
1F. Election of Director: John F. Lundgren Mgmt For For
1G. Election of Director: Robert W. Matschullat Mgmt For For
1H. Election of Director: Denise M. Morrison Mgmt For For
1I. Election of Director: Suzanne Nora Johnson Mgmt For For
1J. Election of Director: Linda J. Rendle Mgmt For For
1K. Election of Director: John A. C. Swainson Mgmt For For
1L. Election of Director: Maynard G. Webb, Jr. Mgmt For For
2. Approval, on an advisory basis, of Mgmt For For
compensation paid to our named executive
officers.
3. Ratification of the appointment of KPMG LLP Mgmt For For
as our independent registered public
accounting firm for the 2021 fiscal year.
4. Approval of the Visa Inc. 2007 Equity Mgmt For For
Incentive Compensation Plan, as amended and
restated.
5. Approval of an amendment to our Certificate Mgmt For For
of Incorporation to enable the adoption of
a special meeting right for Class A common
stockholders.
6. To vote on a stockholder proposal Shr Against For
requesting stockholders' right to act by
written consent, if properly presented.
7. To vote on a stockholder proposal to amend Shr Against For
our principles of executive compensation
program, if properly presented.
--------------------------------------------------------------------------------------------------------------------------
WORKDAY, INC. Agenda Number: 935410477
--------------------------------------------------------------------------------------------------------------------------
Security: 98138H101
Meeting Type: Annual
Meeting Date: 08-Jun-2021
Ticker: WDAY
ISIN: US98138H1014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Aneel Bhusri Mgmt For For
Ann-Marie Campbell Mgmt For For
David A. Duffield Mgmt For For
Lee J. Styslinger III Mgmt For For
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as Workday's independent registered
public accounting firm for the fiscal year
ending January 31, 2022.
3. To approve, on an advisory basis, the Mgmt Against Against
compensation of our named executive
officers as disclosed in the Proxy
Statement.
4. To approve, on an advisory basis, the Mgmt 1 Year For
frequency of future advisory votes
concerning the compensation of our named
executive officers.
--------------------------------------------------------------------------------------------------------------------------
YUM CHINA HOLDINGS, INC. Agenda Number: 935395649
--------------------------------------------------------------------------------------------------------------------------
Security: 98850P109
Meeting Type: Annual
Meeting Date: 27-May-2021
Ticker: YUMC
ISIN: US98850P1093
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Fred Hu Mgmt For For
1B. Election of Director: Joey Wat Mgmt For For
1C. Election of Director: Peter A. Bassi Mgmt For For
1D. Election of Director: Edouard Ettedgui Mgmt For For
1E. Election of Director: Cyril Han Mgmt For For
1F. Election of Director: Louis T. Hsieh Mgmt For For
1G. Election of Director: Ruby Lu Mgmt For For
1H. Election of Director: Zili Shao Mgmt For For
1I. Election of Director: William Wang Mgmt For For
1J. Election of Director: Min (Jenny) Zhang Mgmt For For
2. Ratification of the Appointment of KPMG Mgmt For For
Huazhen LLP as the Company's Independent
Auditor.
3. Advisory Vote to Approve Executive Mgmt For For
Compensation.
4. Approval of an Amendment to the Company's Mgmt For For
Amended and Restated Certificate of
Incorporation to Allow Stockholders Holding
25% of the Company's Outstanding Shares the
Right to Call Special Meetings.
--------------------------------------------------------------------------------------------------------------------------
YUM! BRANDS, INC. Agenda Number: 935373198
--------------------------------------------------------------------------------------------------------------------------
Security: 988498101
Meeting Type: Annual
Meeting Date: 11-May-2021
Ticker: YUM
ISIN: US9884981013
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Paget L. Alves Mgmt For For
1B. Election of Director: Keith Barr Mgmt Against Against
1C. Election of Director: Christopher M. Connor Mgmt Against Against
1D. Election of Director: Brian C. Cornell Mgmt Against Against
1E. Election of Director: Tanya L. Domier Mgmt For For
1F. Election of Director: David W. Gibbs Mgmt For For
1G. Election of Director: Mirian M. Mgmt Against Against
Graddick-Weir
1H. Election of Director: Lauren R. Hobart Mgmt For For
1I. Election of Director: Thomas C. Nelson Mgmt Against Against
1J. Election of Director: P. Justin Skala Mgmt For For
1K. Election of Director: Elane B. Stock Mgmt For For
1L. Election of Director: Annie Young-Scrivner Mgmt For For
2. Ratification of Independent Auditors. Mgmt For For
3. Advisory Vote on Executive Compensation. Mgmt Against Against
Natixis U.S. Equity Opportunities Fund (Harris)
--------------------------------------------------------------------------------------------------------------------------
ALPHABET INC. Agenda Number: 935406264
--------------------------------------------------------------------------------------------------------------------------
Security: 02079K305
Meeting Type: Annual
Meeting Date: 02-Jun-2021
Ticker: GOOGL
ISIN: US02079K3059
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Larry Page Mgmt For For
1B. Election of Director: Sergey Brin Mgmt For For
1C. Election of Director: Sundar Pichai Mgmt For For
1D. Election of Director: John L. Hennessy Mgmt For For
1E. Election of Director: Frances H. Arnold Mgmt For For
1F. Election of Director: L. John Doerr Mgmt For For
1G. Election of Director: Roger W. Ferguson Jr. Mgmt For For
1H. Election of Director: Ann Mather Mgmt For For
1I. Election of Director: Alan R. Mulally Mgmt For For
1J. Election of Director: K. Ram Shriram Mgmt For For
1K. Election of Director: Robin L. Washington Mgmt For For
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as Alphabet's independent
registered public accounting firm for the
fiscal year ending December 31, 2021.
3. Approval of Alphabet's 2021 Stock Plan. Mgmt For For
4. A stockholder proposal regarding equal Shr For Against
shareholder voting, if properly presented
at the meeting.
5. A stockholder proposal regarding the Shr Against For
nomination of human rights and/or civil
rights expert to the board, if properly
presented at the meeting.
6. A stockholder proposal regarding a report Shr Against For
on sustainability metrics, if properly
presented at the meeting.
7. A stockholder proposal regarding a report Shr Against For
on takedown requests, if properly presented
at the meeting.
8. A stockholder proposal regarding a report Shr Against For
on whistleblower policies and practices, if
properly presented at the meeting.
9. A stockholder proposal regarding a report Shr Against For
on charitable contributions, if properly
presented at the meeting.
10. A stockholder proposal regarding a report Shr Against For
on risks related to anticompetitive
practices, if properly presented at the
meeting.
11. A stockholder proposal regarding a Shr Against For
transition to a public benefit corporation,
if properly presented at the meeting.
--------------------------------------------------------------------------------------------------------------------------
AMERICAN EXPRESS COMPANY Agenda Number: 935357358
--------------------------------------------------------------------------------------------------------------------------
Security: 025816109
Meeting Type: Annual
Meeting Date: 04-May-2021
Ticker: AXP
ISIN: US0258161092
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director for a term of one Mgmt For For
year: Thomas J. Baltimore
1B. Election of Director for a term of one Mgmt For For
year: Charlene Barshefsky
1C. Election of Director for a term of one Mgmt For For
year: John J. Brennan
1D. Election of Director for a term of one Mgmt For For
year: Peter Chernin
1E. Election of Director for a term of one Mgmt For For
year: Ralph de la Vega
1F. Election of Director for a term of one Mgmt For For
year: Michael O. Leavitt
1G. Election of Director for a term of one Mgmt For For
year: Theodore J. Leonsis
1H. Election of Director for a term of one Mgmt For For
year: Karen L. Parkhill
1I. Election of Director for a term of one Mgmt For For
year: Charles E. Phillips
1J. Election of Director for a term of one Mgmt For For
year: Lynn A. Pike
1K. Election of Director for a term of one Mgmt For For
year: Stephen J. Squeri
1L. Election of Director for a term of one Mgmt For For
year: Daniel L. Vasella
1M. Election of Director for a term of one Mgmt For For
year: Lisa W. Wardell
1N. Election of Director for a term of one Mgmt For For
year: Ronald A. Williams
1O. Election of Director for a term of one Mgmt For For
year: Christopher D. Young
2. Ratification of appointment of Mgmt For For
PricewaterhouseCoopers LLP as independent
registered public accounting firm for 2021.
3. Approval, on an advisory basis, of the Mgmt For For
Company's executive compensation.
4. Shareholder proposal relating to action by Shr Against For
written consent.
5. Shareholder proposal relating to annual Shr Against For
report on diversity.
--------------------------------------------------------------------------------------------------------------------------
AMERICAN INTERNATIONAL GROUP, INC. Agenda Number: 935359136
--------------------------------------------------------------------------------------------------------------------------
Security: 026874784
Meeting Type: Annual
Meeting Date: 12-May-2021
Ticker: AIG
ISIN: US0268747849
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: JAMES COLE, JR. Mgmt For For
1b. Election of Director: W. DON CORNWELL Mgmt For For
1c. Election of Director: BRIAN DUPERREAULT Mgmt For For
1d. Election of Director: JOHN H. FITZPATRICK Mgmt For For
1e. Election of Director: WILLIAM G. JURGENSEN Mgmt For For
1f. Election of Director: CHRISTOPHER S. LYNCH Mgmt For For
1g. Election of Director: LINDA A. MILLS Mgmt For For
1h. Election of Director: THOMAS F. MOTAMED Mgmt For For
1i. Election of Director: PETER R. PORRINO Mgmt For For
1j. Election of Director: AMY L. SCHIOLDAGER Mgmt For For
1k. Election of Director: DOUGLAS M. STEENLAND Mgmt For For
1l. Election of Director: THERESE M. VAUGHAN Mgmt For For
1m. Election of Director: PETER S. ZAFFINO Mgmt For For
2. To vote, on a non-binding advisory basis, Mgmt For For
to approve executive compensation.
3. To vote on a proposal to approve the Mgmt For For
American International Group, Inc. 2021
Omnibus Incentive Plan.
4. To act upon a proposal to ratify the Mgmt For For
selection of PricewaterhouseCoopers LLP as
AIG's independent registered public
accounting firm for 2021.
5. To vote on a shareholder proposal to give Shr Against For
shareholders who hold at least 10 percent
of AIG's outstanding common stock the right
to call special meetings.
--------------------------------------------------------------------------------------------------------------------------
APA CORPORATION Agenda Number: 935379443
--------------------------------------------------------------------------------------------------------------------------
Security: 03743Q108
Meeting Type: Annual
Meeting Date: 27-May-2021
Ticker: APA
ISIN: US03743Q1085
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Election of Director: Annell R. Bay Mgmt For For
2. Election of Director: John J. Christmann IV Mgmt For For
3. Election of Director: Juliet S. Ellis Mgmt For For
4. Election of Director: Chansoo Joung Mgmt For For
5. Election of Director: John E. Lowe Mgmt For For
6. Election of Director: H. Lamar McKay Mgmt For For
7. Election of Director: William C. Montgomery Mgmt For For
8. Election of Director: Amy H. Nelson Mgmt For For
9. Election of Director: Daniel W. Rabun Mgmt For For
10. Election of Director: Peter A. Ragauss Mgmt For For
11. Ratification of Ernst & Young LLP as APA's Mgmt For For
Independent Auditors.
12. Advisory Vote to Approve Compensation of Mgmt For For
APA's Named Executive Officers.
13. Approval of the Apache Charter Amendment. Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
BANK OF AMERICA CORPORATION Agenda Number: 935345670
--------------------------------------------------------------------------------------------------------------------------
Security: 060505104
Meeting Type: Annual
Meeting Date: 20-Apr-2021
Ticker: BAC
ISIN: US0605051046
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Sharon L. Allen Mgmt For For
1B. Election of Director: Susan S. Bies Mgmt For For
1C. Election of Director: Frank P. Bramble, Sr. Mgmt For For
1D. Election of Director: Pierre J.P. de Weck Mgmt For For
1E. Election of Director: Arnold W. Donald Mgmt For For
1F. Election of Director: Linda P. Hudson Mgmt For For
1G. Election of Director: Monica C. Lozano Mgmt For For
1H. Election of Director: Thomas J. May Mgmt For For
1I. Election of Director: Brian T. Moynihan Mgmt For For
1J. Election of Director: Lionel L. Nowell III Mgmt For For
1K. Election of Director: Denise L. Ramos Mgmt For For
1L. Election of Director: Clayton S. Rose Mgmt For For
1M. Election of Director: Michael D. White Mgmt For For
1N. Election of Director: Thomas D. Woods Mgmt For For
1O. Election of Director: R. David Yost Mgmt For For
1P. Election of Director: Maria T. Zuber Mgmt For For
2. Approving our executive compensation (an Mgmt For For
advisory, nonbinding "Say on Pay"
resolution).
3. Ratifying the appointment of our Mgmt For For
independent registered public accounting
firm for 2021.
4. Amending and restating the Bank of America Mgmt For For
Corporation Key Employee Equity Plan.
5. Shareholder proposal requesting amendments Shr Against For
to our proxy access by law.
6. Shareholder proposal requesting amendments Shr Against For
to allow shareholders to act by written
consent.
7. Shareholder proposal requesting a change in Shr Against For
organizational form.
8. Shareholder proposal requesting a racial Shr Against For
equity audit.
--------------------------------------------------------------------------------------------------------------------------
BOOKING HOLDINGS INC. Agenda Number: 935408434
--------------------------------------------------------------------------------------------------------------------------
Security: 09857L108
Meeting Type: Annual
Meeting Date: 03-Jun-2021
Ticker: BKNG
ISIN: US09857L1089
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Timothy M. Armstrong Mgmt For For
Glenn D. Fogel Mgmt For For
Mirian M. Graddick-Weir Mgmt For For
Wei Hopeman Mgmt For For
Robert J. Mylod, Jr. Mgmt For For
Charles H. Noski Mgmt For For
Nicholas J. Read Mgmt For For
Thomas E. Rothman Mgmt For For
Bob van Dijk Mgmt For For
Lynn M. Vojvodich Mgmt For For
Vanessa A. Wittman Mgmt For For
2. Advisory vote to approve 2020 executive Mgmt For For
compensation.
3. Management proposal to amend the Company's Mgmt For For
1999 Omnibus Plan.
4. Ratification of Deloitte & Touche LLP as Mgmt For For
our independent registered public
accounting firm for the fiscal year ending
December 31, 2021.
5. Management proposal to amend the Company's Mgmt For For
Certificate of Incorporation to allow
stockholders the right to act by written
consent.
6. Stockholder proposal requesting the right Shr Against For
of stockholders to act by written consent.
7. Stockholder proposal requesting the Company Shr Against For
issue a climate transition report.
8. Stockholder proposal requesting the Company Shr Against For
hold an annual advisory stockholder vote on
the Company's climate policies and
strategies.
--------------------------------------------------------------------------------------------------------------------------
CAPITAL ONE FINANCIAL CORPORATION Agenda Number: 935353730
--------------------------------------------------------------------------------------------------------------------------
Security: 14040H105
Meeting Type: Annual
Meeting Date: 06-May-2021
Ticker: COF
ISIN: US14040H1059
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Richard D. Fairbank Mgmt For For
1B. Election of Director: Ime Archibong Mgmt For For
1C. Election of Director: Ann Fritz Hackett Mgmt For For
1D. Election of Director: Peter Thomas Killalea Mgmt For For
1E. Election of Director: Cornelis "Eli" Mgmt For For
Leenaars
1F. Election of Director: Francois Locoh-Donou Mgmt For For
1G. Election of Director: Peter E. Raskind Mgmt For For
1H. Election of Director: Eileen Serra Mgmt For For
1I. Election of Director: Mayo A. Shattuck III Mgmt For For
1J. Election of Director: Bradford H. Warner Mgmt For For
1K. Election of Director: Catherine G. West Mgmt For For
1L. Election of Director: Craig Anthony Mgmt For For
Williams
2. Ratification of the selection of Ernst & Mgmt For For
Young LLP as independent registered public
accounting firm of Capital One for 2021.
3. Advisory approval of Capital One's 2020 Mgmt For For
Named Executive Officer compensation.
4. Approval and adoption of the Capital One Mgmt For For
Financial Corporation Sixth Amended and
Restated 2004 Stock Incentive Plan.
--------------------------------------------------------------------------------------------------------------------------
CHARTER COMMUNICATIONS, INC. Agenda Number: 935348599
--------------------------------------------------------------------------------------------------------------------------
Security: 16119P108
Meeting Type: Annual
Meeting Date: 27-Apr-2021
Ticker: CHTR
ISIN: US16119P1084
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: W. Lance Conn Mgmt For For
1B. Election of Director: Kim C. Goodman Mgmt For For
1C. Election of Director: Craig A. Jacobson Mgmt For For
1D. Election of Director: Gregory B. Maffei Mgmt For For
1E. Election of Director: John D. Markley, Jr. Mgmt For For
1F. Election of Director: David C. Merritt Mgmt For For
1G. Election of Director: James E. Meyer Mgmt For For
1H. Election of Director: Steven A. Miron Mgmt For For
1I. Election of Director: Balan Nair Mgmt For For
1J. Election of Director: Michael A. Newhouse Mgmt For For
1K. Election of Director: Mauricio Ramos Mgmt For For
1L. Election of Director: Thomas M. Rutledge Mgmt For For
1M. Election of Director: Eric L. Zinterhofer Mgmt For For
2. The ratification of the appointment of KPMG Mgmt For For
LLP as the Company's independent registered
public accounting firm for the year ended
December 31, 2021.
3. Stockholder proposal regarding lobbying Shr Against For
activities.
4. Stockholder proposal regarding Chairman of Shr Against For
the Board and CEO roles.
5. Stockholder proposal regarding diversity Shr Against For
and inclusion efforts.
6. Stockholder proposal regarding disclosure Shr Against For
of greenhouse gas emissions.
7. Stockholder proposal regarding EEO-1 Shr Against For
reports.
--------------------------------------------------------------------------------------------------------------------------
CITIGROUP INC. Agenda Number: 935349515
--------------------------------------------------------------------------------------------------------------------------
Security: 172967424
Meeting Type: Annual
Meeting Date: 27-Apr-2021
Ticker: C
ISIN: US1729674242
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Ellen M. Costello Mgmt For For
1B. Election of Director: Grace E. Dailey Mgmt For For
1C. Election of Director: Barbara J. Desoer Mgmt For For
1D. Election of Director: John C. Dugan Mgmt For For
1E. Election of Director: Jane N. Fraser Mgmt For For
1F. Election of Director: Duncan P. Hennes Mgmt For For
1G. Election of Director: Peter B. Henry Mgmt For For
1H. Election of Director: S. Leslie Ireland Mgmt For For
1I. Election of Director: Lew W. (Jay) Jacobs, Mgmt For For
IV
1J. Election of Director: Renee J. James Mgmt For For
1K. Election of Director: Gary M. Reiner Mgmt For For
1L. Election of Director: Diana L. Taylor Mgmt For For
1M. Election of Director: James S. Turley Mgmt For For
1N. Election of Director: Deborah C. Wright Mgmt For For
1O. Election of Director: Alexander R. Mgmt For For
Wynaendts
1P. Election of Director: Ernesto Zedillo Ponce Mgmt For For
de Leon
2. Proposal to ratify the selection of KPMG Mgmt For For
LLP as Citi's independent registered public
accounting firm for 2021.
3. Advisory vote to approve Citi's 2020 Mgmt For For
Executive Compensation.
4. Approval of additional authorized shares Mgmt For For
under the Citigroup 2019 Stock Incentive
Plan.
5. Stockholder proposal requesting an Shr Against For
amendment to Citi's proxy access by-law
provisions pertaining to the aggregation
limit.
6. Stockholder proposal requesting an Shr Against For
Independent Board Chairman.
7. Stockholder proposal requesting Shr Against For
non-management employees on director
nominee candidate lists.
8. Stockholder proposal requesting a report Shr Against For
disclosing information regarding Citi's
lobbying payments, policies and activities.
9. Stockholder proposal requesting a racial Shr Against For
equity audit analyzing Citi's adverse
impacts on nonwhite stakeholders and
communities of color.
10. Stockholder proposal requesting that the Shr Against For
Board approve an amendment to Citi's
Certificate of Incorporation to become a
Public Benefit Corporation and to submit
the proposed amendment to stockholders for
approval.
--------------------------------------------------------------------------------------------------------------------------
COMCAST CORPORATION Agenda Number: 935407139
--------------------------------------------------------------------------------------------------------------------------
Security: 20030N101
Meeting Type: Annual
Meeting Date: 02-Jun-2021
Ticker: CMCSA
ISIN: US20030N1019
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Kenneth J. Bacon Mgmt For For
Madeline S. Bell Mgmt For For
Naomi M. Bergman Mgmt For For
Edward D. Breen Mgmt For For
Gerald L. Hassell Mgmt For For
Jeffrey A. Honickman Mgmt For For
Maritza G. Montiel Mgmt For For
Asuka Nakahara Mgmt For For
David C. Novak Mgmt For For
Brian L. Roberts Mgmt For For
2. Advisory vote on executive compensation. Mgmt For For
3. Ratification of the appointment of our Mgmt For For
independent auditors.
4. Shareholder Proposal: To conduct Shr Against For
independent investigation and report on
risks posed by failing to prevent sexual
harassment.
--------------------------------------------------------------------------------------------------------------------------
CONSTELLATION BRANDS, INC. Agenda Number: 935230754
--------------------------------------------------------------------------------------------------------------------------
Security: 21036P108
Meeting Type: Annual
Meeting Date: 21-Jul-2020
Ticker: STZ
ISIN: US21036P1084
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Christy Clark Mgmt For For
Jennifer M. Daniels Mgmt For For
Jerry Fowden Mgmt For For
Ernesto M. Hernandez Mgmt For For
S. Somersille Johnson Mgmt For For
James A. Locke III Mgmt For For
J. Manuel Madero Garza Mgmt For For
Daniel J. McCarthy Mgmt For For
William A. Newlands Mgmt For For
Richard Sands Mgmt For For
Robert Sands Mgmt For For
Judy A. Schmeling Mgmt For For
2. To ratify the selection of KPMG LLP as the Mgmt For For
Company's independent registered public
accounting firm for the fiscal year ending
February 28, 2021.
3. To approve, by an advisory vote, the Mgmt For For
compensation of the Company's named
executive officers as disclosed in the
Proxy Statement.
--------------------------------------------------------------------------------------------------------------------------
CVS HEALTH CORPORATION Agenda Number: 935366927
--------------------------------------------------------------------------------------------------------------------------
Security: 126650100
Meeting Type: Annual
Meeting Date: 13-May-2021
Ticker: CVS
ISIN: US1266501006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Fernando Aguirre Mgmt For For
1B. Election of Director: C. David Brown II Mgmt For For
1C. Election of Director: Alecia A. DeCoudreaux Mgmt For For
1D. Election of Director: Nancy-Ann M. DeParle Mgmt For For
1E. Election of Director: David W. Dorman Mgmt For For
1F. Election of Director: Roger N. Farah Mgmt For For
1G. Election of Director: Anne M. Finucane Mgmt For For
1H. Election of Director: Edward J. Ludwig Mgmt For For
1I. Election of Director: Karen S. Lynch Mgmt For For
1J. Election of Director: Jean-Pierre Millon Mgmt For For
1K. Election of Director: Mary L. Schapiro Mgmt For For
1L. Election of Director: William C. Weldon Mgmt For For
1M. Election of Director: Tony L. White Mgmt For For
2. Ratification of the appointment of our Mgmt For For
independent registered public accounting
firm for 2021.
3. Say on Pay, a proposal to approve, on an Mgmt For For
advisory basis, the Company's executive
compensation.
4. Stockholder proposal for reducing the Shr Against For
threshold for our stockholder right to act
by written consent.
5. Stockholder proposal regarding our Shr Against For
independent Board Chair.
--------------------------------------------------------------------------------------------------------------------------
DXC TECHNOLOGY COMPANY Agenda Number: 935242773
--------------------------------------------------------------------------------------------------------------------------
Security: 23355L106
Meeting Type: Annual
Meeting Date: 13-Aug-2020
Ticker: DXC
ISIN: US23355L1061
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Mukesh Aghi Mgmt For For
1b. Election of Director: Amy E. Alving Mgmt For For
1c. Election of Director: David A. Barnes Mgmt For For
1d. Election of Director: Raul J. Fernandez Mgmt For For
1e. Election of Director: David L. Herzog Mgmt For For
1f. Election of Director: Mary L. Krakauer Mgmt For For
1g. Election of Director: Ian C. Read Mgmt For For
1h. Election of Director: Michael J. Salvino Mgmt For For
1i. Election of Director: Manoj P. Singh Mgmt For For
1j. Election of Director: Robert F. Woods Mgmt For For
2. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as our independent registered
public accounting firm for the fiscal year
ending March 31, 2021
3. Approval, by advisory vote, of named Mgmt For For
executive officer compensation
4. Approval of increase in shares available Mgmt For For
under the DXC Technology Company 2017
Omnibus Incentive Plan
5. Approval of increase in shares available Mgmt For For
under the DXC Technology Company 2017
Non-Employee Director Incentive Plan
--------------------------------------------------------------------------------------------------------------------------
EOG RESOURCES, INC. Agenda Number: 935350835
--------------------------------------------------------------------------------------------------------------------------
Security: 26875P101
Meeting Type: Annual
Meeting Date: 29-Apr-2021
Ticker: EOG
ISIN: US26875P1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director to hold office until Mgmt For For
the 2022 annual meeting: Janet F. Clark
1B. Election of Director to hold office until Mgmt For For
the 2022 annual meeting: Charles R. Crisp
1C. Election of Director to hold office until Mgmt For For
the 2022 annual meeting: Robert P. Daniels
1D. Election of Director to hold office until Mgmt For For
the 2022 annual meeting: James C. Day
1E. Election of Director to hold office until Mgmt For For
the 2022 annual meeting: C. Christopher
Gaut
1F. Election of Director to hold office until Mgmt For For
the 2022 annual meeting: Michael T. Kerr
1G. Election of Director to hold office until Mgmt For For
the 2022 annual meeting: Julie J. Robertson
1H. Election of Director to hold office until Mgmt For For
the 2022 annual meeting: Donald F. Textor
1I. Election of Director to hold office until Mgmt For For
the 2022 annual meeting: William R. Thomas
2. To ratify the appointment by the Audit Mgmt For For
Committee of the Board of Directors of
Deloitte & Touche LLP, independent
registered public accounting firm, as
auditors for the Company for the year
ending December 31, 2021.
3. To approve the EOG Resources, Inc. 2021 Mgmt For For
Omnibus Equity Compensation Plan.
4. To approve, by non-binding vote, the Mgmt For For
compensation of the Company's named
executive officers.
--------------------------------------------------------------------------------------------------------------------------
FACEBOOK, INC. Agenda Number: 935395891
--------------------------------------------------------------------------------------------------------------------------
Security: 30303M102
Meeting Type: Annual
Meeting Date: 26-May-2021
Ticker: FB
ISIN: US30303M1027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Peggy Alford Mgmt For For
Marc L. Andreessen Mgmt For For
Andrew W. Houston Mgmt For For
Nancy Killefer Mgmt For For
Robert M. Kimmitt Mgmt For For
Sheryl K. Sandberg Mgmt For For
Peter A. Thiel Mgmt For For
Tracey T. Travis Mgmt For For
Mark Zuckerberg Mgmt For For
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as Facebook, Inc.'s independent
registered public accounting firm for the
fiscal year ending December 31, 2021.
3. To approve an amendment to the director Mgmt For For
compensation policy.
4. A shareholder proposal regarding dual class Shr Against For
capital structure.
5. A shareholder proposal regarding an Shr Against For
independent chair.
6. A shareholder proposal regarding child Shr Against For
exploitation.
7. A shareholder proposal regarding Shr Against For
human/civil rights expert on board.
8. A shareholder proposal regarding platform Shr Against For
misuse.
9. A shareholder proposal regarding public Shr Against For
benefit corporation.
--------------------------------------------------------------------------------------------------------------------------
FISERV, INC. Agenda Number: 935377893
--------------------------------------------------------------------------------------------------------------------------
Security: 337738108
Meeting Type: Annual
Meeting Date: 19-May-2021
Ticker: FISV
ISIN: US3377381088
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Frank J. Bisignano Mgmt For For
Alison Davis Mgmt For For
Henrique de Castro Mgmt For For
Harry F. DiSimone Mgmt For For
Dennis F. Lynch Mgmt For For
Heidi G. Miller Mgmt For For
Scott C. Nuttall Mgmt For For
Denis J. O'Leary Mgmt For For
Doyle R. Simons Mgmt For For
Kevin M. Warren Mgmt For For
2. To approve, on an advisory basis, the Mgmt For For
compensation of the named executive
officers of Fiserv, Inc.
3. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as the independent registered
public accounting firm of Fiserv, Inc. for
2021.
--------------------------------------------------------------------------------------------------------------------------
GENERAL ELECTRIC COMPANY Agenda Number: 935357954
--------------------------------------------------------------------------------------------------------------------------
Security: 369604103
Meeting Type: Annual
Meeting Date: 04-May-2021
Ticker: GE
ISIN: US3696041033
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Sebastien Bazin Mgmt For For
1B. Election of Director: Ashton Carter Mgmt For For
1C. Election of Director: H. Lawrence Culp, Jr. Mgmt For For
1D. Election of Director: Francisco D'Souza Mgmt For For
1E. Election of Director: Edward Garden Mgmt For For
1F. Election of Director: Thomas Horton Mgmt For For
1G. Election of Director: Risa Lavizzo-Mourey Mgmt For For
1H. Election of Director: Catherine Lesjak Mgmt For For
1I. Election of Director: Paula Rosput Reynolds Mgmt For For
1J. Election of Director: Leslie Seidman Mgmt For For
1K. Election of Director: James Tisch Mgmt For For
2. Advisory Approval of Our Named Executives' Mgmt For For
Compensation.
3. Ratification of Deloitte as Independent Mgmt For For
Auditor for 2021.
4. Approval of Reverse Stock Split and Mgmt For For
Reduction in our Authorized Stock and Par
Value.
5. Require Nomination of at Least Two Shr Against For
Candidates for Each Board Seat.
6. Require the Chairman of the Board to be Shr Against For
Independent.
7. Report on Meeting the Criteria of the Net Mgmt For For
Zero Indicator.
--------------------------------------------------------------------------------------------------------------------------
GENERAL MOTORS COMPANY Agenda Number: 935420632
--------------------------------------------------------------------------------------------------------------------------
Security: 37045V100
Meeting Type: Annual
Meeting Date: 14-Jun-2021
Ticker: GM
ISIN: US37045V1008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Mary T. Barra Mgmt For For
1B. Election of Director: Wesley G. Bush Mgmt For For
1C. Election of Director: Linda R. Gooden Mgmt For For
1D. Election of Director: Joseph Jimenez Mgmt For For
1E. Election of Director: Jane L. Mendillo Mgmt For For
1F. Election of Director: Judith A. Miscik Mgmt For For
1G. Election of Director: Patricia F. Russo Mgmt For For
1H. Election of Director: Thomas M. Schoewe Mgmt For For
1I. Election of Director: Carol M. Stephenson Mgmt For For
1J. Election of Director: Mark A. Tatum Mgmt For For
1K. Election of Director: Devin N. Wenig Mgmt For For
1L. Election of Director: Margaret C. Whitman Mgmt For For
2. Advisory Approval of Named Executive Mgmt For For
Officer Compensation.
3. Ratification of the Selection of Ernst & Mgmt For For
Young LLP as the Company's Independent
Registered Public Accounting Firm for 2021.
4. Shareholder Proposal Regarding Shareholder Shr Against For
Written Consent.
5. Shareholder Proposal Regarding a Report on Shr Against For
Greenhouse Gas Emissions Targets as a
Performance Element of Executive
Compensation.
--------------------------------------------------------------------------------------------------------------------------
HCA HEALTHCARE, INC. Agenda Number: 935354237
--------------------------------------------------------------------------------------------------------------------------
Security: 40412C101
Meeting Type: Annual
Meeting Date: 28-Apr-2021
Ticker: HCA
ISIN: US40412C1018
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Thomas F. Frist III Mgmt For For
1B. Election of Director: Samuel N. Hazen Mgmt For For
1C. Election of Director: Meg G. Crofton Mgmt For For
1D. Election of Director: Robert J. Dennis Mgmt For For
1E. Election of Director: Nancy-Ann DeParle Mgmt For For
1F. Election of Director: William R. Frist Mgmt For For
1G. Election of Director: Charles O. Holliday, Mgmt For For
Jr
1H. Election of Director: Michael W. Michelson Mgmt For For
1I. Election of Director: Wayne J. Riley, M.D. Mgmt For For
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as our independent registered public
accounting firm for the year ending
December 31, 2021.
3. Advisory vote to approve named executive Mgmt For For
officer compensation.
4. Stockholder proposal, if properly presented Shr Against For
at the meeting, requesting that the Board
of Directors take the steps necessary to
allow stockholders to act by written
consent.
5. Stockholder proposal, if properly presented Shr Against For
at the meeting, requesting a report on the
feasibility of increasing the impact of
quality metrics on executive compensation.
--------------------------------------------------------------------------------------------------------------------------
HILTON WORLDWIDE HOLDINGS INC. Agenda Number: 935382527
--------------------------------------------------------------------------------------------------------------------------
Security: 43300A203
Meeting Type: Annual
Meeting Date: 19-May-2021
Ticker: HLT
ISIN: US43300A2033
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Christopher J. Mgmt For For
Nassetta
1B. Election of Director: Jonathan D. Gray Mgmt For For
1C. Election of Director: Charlene T. Begley Mgmt For For
1D. Election of Director: Chris Carr Mgmt For For
1E. Election of Director: Melanie L. Healey Mgmt For For
1F. Election of Director: Raymond E. Mabus, Jr. Mgmt For For
1G. Election of Director: Judith A. McHale Mgmt For For
1H. Election of Director: John G. Schreiber Mgmt For For
1I. Election of Director: Elizabeth A. Smith Mgmt For For
1J. Election of Director: Douglas M. Steenland Mgmt For For
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as the Company's independent
registered public accounting firm for 2021.
3. Approval, in a non-binding advisory vote, Mgmt For For
of the compensation paid to the Company's
named executive officers.
--------------------------------------------------------------------------------------------------------------------------
HUMANA INC. Agenda Number: 935341331
--------------------------------------------------------------------------------------------------------------------------
Security: 444859102
Meeting Type: Annual
Meeting Date: 22-Apr-2021
Ticker: HUM
ISIN: US4448591028
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A) Election of Director: Kurt J. Hilzinger Mgmt For For
1B) Election of Director: Raquel C. Bono, M.D. Mgmt For For
1C) Election of Director: Bruce D. Broussard Mgmt For For
1D) Election of Director: Frank A. D'Amelio Mgmt For For
1E) Election of Director: Wayne A. I. Mgmt For For
Frederick, M.D.
1F) Election of Director: John W. Garratt Mgmt For For
1G) Election of Director: David A. Jones, Jr. Mgmt For For
1H) Election of Director: Karen W. Katz Mgmt For For
1I) Election of Director: Marcy S. Klevorn Mgmt For For
1J) Election of Director: William J. McDonald Mgmt For For
1K) Election of Director: Jorge S. Mesquita Mgmt For For
1L) Election of Director: James J. O'Brien Mgmt For For
1M) Election of Director: Marissa T. Peterson Mgmt For For
2. The ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm.
3. Non-binding advisory vote for the approval Mgmt For For
of the compensation of the named executive
officers as disclosed in the 2021 proxy
statement.
--------------------------------------------------------------------------------------------------------------------------
KEURIG DR PEPPER INC. Agenda Number: 935422953
--------------------------------------------------------------------------------------------------------------------------
Security: 49271V100
Meeting Type: Annual
Meeting Date: 18-Jun-2021
Ticker: KDP
ISIN: US49271V1008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Robert Gamgort Mgmt For For
1B. Election of Director: Olivier Goudet Mgmt For For
1C. Election of Director: Peter Harf Mgmt For For
1D. Election of Director: Juliette Hickman Mgmt For For
1E. Election of Director: Genevieve Hovde Mgmt For For
1F. Election of Director: Paul S. Michaels Mgmt For For
1G. Election of Director: Pamela H. Patsley Mgmt For For
1H. Election of Director: Gerhard Pleuhs Mgmt For For
1I. Election of Director: Lubomira Rochet Mgmt For For
1J. Election of Director: Debra Sandler Mgmt For For
1K. Election of Director: Robert Singer Mgmt For For
1L. Election of Director: Justine Tan Mgmt For For
1M. Election of Director: Nelson Urdaneta Mgmt For For
1N. Election of Director: Larry D. Young Mgmt For For
2. To approve an advisory resolution regarding Mgmt For For
Keurig Dr Pepper Inc.'s executive
compensation.
3. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as Keurig Dr Pepper Inc.'s
independent registered public accounting
firm for fiscal year 2021.
--------------------------------------------------------------------------------------------------------------------------
MOODY'S CORPORATION Agenda Number: 935344438
--------------------------------------------------------------------------------------------------------------------------
Security: 615369105
Meeting Type: Annual
Meeting Date: 20-Apr-2021
Ticker: MCO
ISIN: US6153691059
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Jorge A. Bermudez Mgmt For For
1B. Election of Director: Therese Esperdy Mgmt For For
1C. Election of Director: Robert Fauber Mgmt For For
1D. Election of Director: Vincent A. Forlenza Mgmt For For
1E. Election of Director: Kathryn M. Hill Mgmt For For
1F. Election of Director: Lloyd W. Howell, Jr. Mgmt For For
1G. Election of Director: Raymond W. McDaniel, Mgmt For For
Jr.
1H. Election of Director: Leslie F. Seidman Mgmt For For
1I. Election of Director: Bruce Van Saun Mgmt For For
2. Ratification of the appointment of KPMG LLP Mgmt For For
as independent registered public accounting
firm of the Company for 2021.
3. Advisory resolution approving executive Mgmt For For
compensation.
4. Advisory "Say-on-Climate Plan" resolution Mgmt For For
approving the Company's 2020
Decarbonization Plan.
--------------------------------------------------------------------------------------------------------------------------
NETFLIX, INC. Agenda Number: 935406252
--------------------------------------------------------------------------------------------------------------------------
Security: 64110L106
Meeting Type: Annual
Meeting Date: 03-Jun-2021
Ticker: NFLX
ISIN: US64110L1061
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Class I Director to hold office Mgmt For For
until the 2024 Annual Meeting: Richard N.
Barton
1B. Election of Class I Director to hold office Mgmt For For
until the 2024 Annual Meeting: Rodolphe
Belmer
1C. Election of Class I Director to hold office Mgmt For For
until the 2024 Annual Meeting: Bradford L.
Smith
1D. Election of Class I Director to hold office Mgmt For For
until the 2024 Annual Meeting: Anne M.
Sweeney
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as the Company's independent registered
public accounting firm for the year ending
December 31, 2021.
3. Advisory approval of the Company's Mgmt For For
executive officer compensation.
4. Stockholder proposal entitled, "Proposal 4 Shr Against For
- Political Disclosures," if properly
presented at the meeting.
5. Stockholder proposal entitled, "Proposal 5 Shr Against For
- Simple Majority Vote," if properly
presented at the meeting.
6. Stockholder proposal entitled, "Stockholder Shr Against For
Proposal to Improve the Executive
Compensation Philosophy," if properly
presented at the meeting.
--------------------------------------------------------------------------------------------------------------------------
REGENERON PHARMACEUTICALS, INC. Agenda Number: 935414627
--------------------------------------------------------------------------------------------------------------------------
Security: 75886F107
Meeting Type: Annual
Meeting Date: 11-Jun-2021
Ticker: REGN
ISIN: US75886F1075
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: N. Anthony Coles, Mgmt For For
M.D.
1B. Election of Director: Arthur F. Ryan Mgmt For For
1C. Election of Director: George L. Sing Mgmt For For
1D. Election of Director: Marc Tessier-Lavigne, Mgmt For For
Ph.D.
2. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for the fiscal year ending December
31, 2021.
--------------------------------------------------------------------------------------------------------------------------
REINSURANCE GROUP OF AMERICA, INC. Agenda Number: 935377982
--------------------------------------------------------------------------------------------------------------------------
Security: 759351604
Meeting Type: Annual
Meeting Date: 19-May-2021
Ticker: RGA
ISIN: US7593516047
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Pina Albo Mgmt For For
1B. Election of Director: Christine R. Detrick Mgmt For For
1C. Election of Director: J. Cliff Eason Mgmt For For
1D. Election of Director: John J. Gauthier Mgmt For For
1E. Election of Director: Patricia Guinn Mgmt For For
1F. Election of Director: Anna Manning Mgmt For For
1G. Election of Director: Hazel M. McNeilage Mgmt For For
1H. Election of Director: Stephen O'Hearn Mgmt For For
1I. Election of Director: Frederick J. Sievert Mgmt For For
1J. Election of Director: Shundrawn Thomas Mgmt For For
1K. Election of Director: Stanley B. Tulin Mgmt For For
1L. Election of Director: Steven C. Van Wyk Mgmt For For
2. Advisory vote to approve the named Mgmt For For
executive officer compensation.
3. Approve amendments to Company's Flexible Mgmt For For
Stock Plan.
4. Approve amendments to Company's Flexible Mgmt For For
Stock Plan for Directors.
5. Approve the Company's Amended & Restated Mgmt For For
Phantom Stock Plan for Directors.
6. Ratify the appointment of Deloitte & Touche Mgmt For For
LLP as the Company's independent auditor
for the year ending December 31, 2021.
--------------------------------------------------------------------------------------------------------------------------
STATE STREET CORPORATION Agenda Number: 935380408
--------------------------------------------------------------------------------------------------------------------------
Security: 857477103
Meeting Type: Annual
Meeting Date: 19-May-2021
Ticker: STT
ISIN: US8574771031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: P. de Saint-Aignan Mgmt For For
1B. Election of Director: M. Chandoha Mgmt For For
1C. Election of Director: A. Fawcett Mgmt For For
1D. Election of Director: W. Freda Mgmt For For
1E. Election of Director: S. Mathew Mgmt For For
1F. Election of Director: W. Meaney Mgmt For For
1G. Election of Director: R. O'Hanley Mgmt For For
1H. Election of Director: S. O'Sullivan Mgmt For For
1I. Election of Director: J. Portalatin Mgmt For For
1J. Election of Director: J. Rhea Mgmt For For
1K. Election of Director: R. Sergel Mgmt For For
1L. Election of Director: G. Summe Mgmt For For
2. To approve an advisory proposal on Mgmt For For
executive compensation.
3. To ratify the selection of Ernst & Young Mgmt For For
LLP as State Street's independent
registered public accounting firm for the
year ending December 31, 2021.
4. Shareholder proposal requesting that the Shr Against For
board oversee a racial equity audit.
--------------------------------------------------------------------------------------------------------------------------
TE CONNECTIVITY LTD Agenda Number: 935327571
--------------------------------------------------------------------------------------------------------------------------
Security: H84989104
Meeting Type: Annual
Meeting Date: 10-Mar-2021
Ticker: TEL
ISIN: CH0102993182
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Pierre R. Brondeau Mgmt For For
1B. Election of Director: Terrence R. Curtin Mgmt For For
1C. Election of Director: Carol A. ("John") Mgmt For For
Davidson
1D. Election of Director: Lynn A. Dugle Mgmt For For
1E. Election of Director: William A. Jeffrey Mgmt For For
1F. Election of Director: David M. Kerko Mgmt Abstain Against
1G. Election of Director: Thomas J. Lynch Mgmt For For
1H. Election of Director: Heath A. Mitts Mgmt For For
1I. Election of Director: Yong Nam Mgmt For For
1J. Election of Director: Daniel J. Phelan Mgmt For For
1K. Election of Director: Abhijit Y. Talwalkar Mgmt For For
1L. Election of Director: Mark C. Trudeau Mgmt For For
1M. Election of Director: Dawn C. Willoughby Mgmt For For
1N. Election of Director: Laura H. Wright Mgmt For For
2. To elect Thomas J. Lynch as the Chairman of Mgmt For For
the Board of Directors
3A. To elect the member of the Management Mgmt For For
Development and Compensation Committee:
Daniel J. Phelan
3B. To elect the member of the Management Mgmt For For
Development and Compensation Committee:
Abhijit Y. Talwalkar
3C. To elect the member of the Management Mgmt For For
Development and Compensation Committee:
Mark C. Trudeau
3D. To elect the member of the Management Mgmt For For
Development and Compensation Committee:
Dawn C. Willoughby
4. To elect Dr. Rene Schwarzenbach, of Proxy Mgmt For For
Voting Services GmbH, or another individual
representative of Proxy Voting Services
GmbH if Dr. Schwarzenbach is unable to
serve at the relevant meeting, as the
independent proxy at the 2022 annual
meeting of TE Connectivity and any
shareholder meeting that may be held prior
to that meeting
5.1 To approve the 2020 Annual Report of TE Mgmt For For
Connectivity Ltd. (excluding the statutory
financial statements for the fiscal year
ended September 25, 2020, the consolidated
financial statements for the fiscal year
ended September 25, 2020 and the Swiss
Compensation Report for the fiscal year
ended September 25, 2020)
5.2 To approve the statutory financial Mgmt For For
statements of TE Connectivity Ltd. for the
fiscal year ended September 25, 2020
5.3 To approve the consolidated financial Mgmt For For
statements of TE Connectivity Ltd. for the
fiscal year ended September 25, 2020
6. To release the members of the Board of Mgmt For For
Directors and executive officers of TE
Connectivity for activities during the
fiscal year ended September 25, 2020
7.1 To elect Deloitte & Touche LLP as TE Mgmt For For
Connectivity's independent registered
public accounting firm for fiscal year 2021
7.2 To elect Deloitte AG, Zurich, Switzerland, Mgmt For For
as TE Connectivity's Swiss registered
auditor until the next annual general
meeting of TE Connectivity
7.3 To elect PricewaterhouseCoopers AG, Zurich, Mgmt For For
Switzerland, as TE Connectivity's special
auditor until the next annual general
meeting of TE Connectivity
8. An advisory vote to approve named executive Mgmt For For
officer compensation
9. A binding vote to approve fiscal year 2022 Mgmt For For
maximum aggregate compensation amount for
executive management
10. A binding vote to approve fiscal year 2022 Mgmt For For
maximum aggregate compensation amount for
the Board of Directors
11. To approve the carryforward of Mgmt For For
unappropriated accumulated earnings at
September 25, 2020
12. To approve a dividend payment to Mgmt For For
shareholders equal to $2.00 per issued
share to be paid in four equal quarterly
installments of $0.50 starting with the
third fiscal quarter of 2021 and ending in
the second fiscal quarter of 2022 pursuant
to the terms of the dividend resolution
13. To approve a reduction of share capital for Mgmt For For
shares acquired under TE Connectivity's
share repurchase program and related
amendments to the articles of association
of TE Connectivity Ltd.
14. To approve the authorization of additional Mgmt For For
shares under the TE Connectivity Ltd.
Employee Stock Purchase Plan
15. To approve the Amended and Restated TE Mgmt For For
Connectivity Ltd. 2007 Stock Incentive Plan
for purposes of Section 162(m) of the
Internal Revenue Code
16. To approve any adjournments or Mgmt For For
postponements of the meeting
--------------------------------------------------------------------------------------------------------------------------
TE CONNECTIVITY LTD Agenda Number: 935338144
--------------------------------------------------------------------------------------------------------------------------
Security: H84989104
Meeting Type: Annual
Meeting Date: 10-Mar-2021
Ticker: TEL
ISIN: CH0102993182
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Pierre R. Brondeau Mgmt For For
1B. Election of Director: Terrence R. Curtin Mgmt For For
1C. Election of Director: Carol A. ("John") Mgmt For For
Davidson
1D. Election of Director: Lynn A. Dugle Mgmt For For
1E. Election of Director: William A. Jeffrey Mgmt For For
1F. Election of Director: David M. Kerko Mgmt Abstain Against
1G. Election of Director: Thomas J. Lynch Mgmt For For
1H. Election of Director: Heath A. Mitts Mgmt For For
1I. Election of Director: Yong Nam Mgmt For For
1J. Election of Director: Daniel J. Phelan Mgmt For For
1K. Election of Director: Abhijit Y. Talwalkar Mgmt For For
1L. Election of Director: Mark C. Trudeau Mgmt For For
1M. Election of Director: Dawn C. Willoughby Mgmt For For
1N. Election of Director: Laura H. Wright Mgmt For For
2. To elect Thomas J. Lynch as the Chairman of Mgmt For For
the Board of Directors
3A. To elect the member of the Management Mgmt For For
Development and Compensation Committee:
Daniel J. Phelan
3B. To elect the member of the Management Mgmt For For
Development and Compensation Committee:
Abhijit Y. Talwalkar
3C. To elect the member of the Management Mgmt For For
Development and Compensation Committee:
Mark C. Trudeau
3D. To elect the member of the Management Mgmt For For
Development and Compensation Committee:
Dawn C. Willoughby
4. To elect Dr. Rene Schwarzenbach, of Proxy Mgmt For For
Voting Services GmbH, or another individual
representative of Proxy Voting Services
GmbH if Dr. Schwarzenbach is unable to
serve at the relevant meeting, as the
independent proxy at the 2022 annual
meeting of TE Connectivity and any
shareholder meeting that may be held prior
to that meeting
5.1 To approve the 2020 Annual Report of TE Mgmt For For
Connectivity Ltd. (excluding the statutory
financial statements for the fiscal year
ended September 25, 2020, the consolidated
financial statements for the fiscal year
ended September 25, 2020 and the Swiss
Compensation Report for the fiscal year
ended September 25, 2020)
5.2 To approve the statutory financial Mgmt For For
statements of TE Connectivity Ltd. for the
fiscal year ended September 25, 2020
5.3 To approve the consolidated financial Mgmt For For
statements of TE Connectivity Ltd. for the
fiscal year ended September 25, 2020
6. To release the members of the Board of Mgmt For For
Directors and executive officers of TE
Connectivity for activities during the
fiscal year ended September 25, 2020
7.1 To elect Deloitte & Touche LLP as TE Mgmt For For
Connectivity's independent registered
public accounting firm for fiscal year 2021
7.2 To elect Deloitte AG, Zurich, Switzerland, Mgmt For For
as TE Connectivity's Swiss registered
auditor until the next annual general
meeting of TE Connectivity
7.3 To elect PricewaterhouseCoopers AG, Zurich, Mgmt For For
Switzerland, as TE Connectivity's special
auditor until the next annual general
meeting of TE Connectivity
8. An advisory vote to approve named executive Mgmt For For
officer compensation
9. A binding vote to approve fiscal year 2022 Mgmt For For
maximum aggregate compensation amount for
executive management
10. A binding vote to approve fiscal year 2022 Mgmt For For
maximum aggregate compensation amount for
the Board of Directors
11. To approve the carryforward of Mgmt For For
unappropriated accumulated earnings at
September 25, 2020
12. To approve a dividend payment to Mgmt For For
shareholders equal to $2.00 per issued
share to be paid in four equal quarterly
installments of $0.50 starting with the
third fiscal quarter of 2021 and ending in
the second fiscal quarter of 2022 pursuant
to the terms of the dividend resolution
13. To approve a reduction of share capital for Mgmt For For
shares acquired under TE Connectivity's
share repurchase program and related
amendments to the articles of association
of TE Connectivity Ltd.
14. To approve the authorization of additional Mgmt For For
shares under the TE Connectivity Ltd.
Employee Stock Purchase Plan
15. To approve the Amended and Restated TE Mgmt For For
Connectivity Ltd. 2007 Stock Incentive Plan
for purposes of Section 162(m) of the
Internal Revenue Code
16. To approve any adjournments or Mgmt For For
postponements of the meeting
--------------------------------------------------------------------------------------------------------------------------
THE CHARLES SCHWAB CORPORATION Agenda Number: 935378302
--------------------------------------------------------------------------------------------------------------------------
Security: 808513105
Meeting Type: Annual
Meeting Date: 13-May-2021
Ticker: SCHW
ISIN: US8085131055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Walter W. Bettinger Mgmt For For
II
1B. Election of Director: Joan T. Dea Mgmt For For
1C. Election of Director: Christopher V. Dodds Mgmt For For
1D. Election of Director: Mark A. Goldfarb Mgmt For For
1E. Election of Director: Bharat B. Masrani Mgmt For For
1F. Election of Director: Charles A. Ruffel Mgmt For For
2. Ratification of the selection of Deloitte & Mgmt For For
Touche LLP as independent auditors.
3. Advisory vote to approve named executive Mgmt For For
officer compensation.
4. Stockholder Proposal requesting disclosure Shr Against For
of lobbying policy, procedures and
oversight; lobbying expenditures; and
participation in organizations engaged in
lobbying.
5. Stockholder Proposal requesting Shr Against For
declassification of the board of directors
to elect each director annually.
--------------------------------------------------------------------------------------------------------------------------
WELLS FARGO & COMPANY Agenda Number: 935349363
--------------------------------------------------------------------------------------------------------------------------
Security: 949746101
Meeting Type: Annual
Meeting Date: 27-Apr-2021
Ticker: WFC
ISIN: US9497461015
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Steven D. Black Mgmt For For
1B. Election of Director: Mark A. Chancy Mgmt For For
1C. Election of Director: Celeste A. Clark Mgmt For For
1D. Election of Director: Theodore F. Craver, Mgmt For For
Jr.
1E. Election of Director: Wayne M. Hewett Mgmt For For
1F. Election of Director: Maria R. Morris Mgmt For For
1G. Election of Director: Charles H. Noski Mgmt For For
1H. Election of Director: Richard B. Payne, Jr. Mgmt For For
1I. Election of Director: Juan A. Pujadas Mgmt For For
1J. Election of Director: Ronald L. Sargent Mgmt For For
1K. Election of Director: Charles W. Scharf Mgmt For For
1L. Election of Director: Suzanne M. Vautrinot Mgmt For For
2. Advisory resolution to approve executive Mgmt For For
compensation.
3. Ratification of the appointment of KPMG LLP Mgmt For For
as the Company's independent registered
public accounting firm for 2021.
4. Shareholder Proposal - Make Shareholder Shr Against For
Proxy Access More Accessible.
5. Shareholder Proposal - Amend Certificate of Shr Against For
Incorporation to Become a Delaware Public
Benefit Corporation.
6. Shareholder Proposal - Report on Shr Against For
Incentive-Based Compensation and Risks of
Material Losses.
7. Shareholder Proposal - Conduct a Racial Shr Against For
Equity Audit.
Vaughan Nelson Small Cap Value Fund
--------------------------------------------------------------------------------------------------------------------------
ALAMO GROUP INC. Agenda Number: 935372590
--------------------------------------------------------------------------------------------------------------------------
Security: 011311107
Meeting Type: Annual
Meeting Date: 06-May-2021
Ticker: ALG
ISIN: US0113111076
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Roderick R. Baty Mgmt For For
1B. Election of Director: Robert P. Bauer Mgmt For For
1C. Election of Director: Eric P. Etchart Mgmt For For
1D. Election of Director: Tracy C. Jokinen Mgmt For For
1E. Election of Director: Richard W. Parod Mgmt For For
1F. Election of Director: Ronald A. Robinson Mgmt For For
1G. Election of Director: Lorie L. Tekorius Mgmt For For
2. Proposal FOR the approval of the advisory Mgmt For For
vote on the compensation of the named
executive officers.
3. Proposal FOR ratification of appointment of Mgmt For For
KPMG LLP as the Company's Independent
Auditors for 2021.
--------------------------------------------------------------------------------------------------------------------------
ARCONIC CORPORATION Agenda Number: 935382464
--------------------------------------------------------------------------------------------------------------------------
Security: 03966V107
Meeting Type: Annual
Meeting Date: 20-May-2021
Ticker: ARNC
ISIN: US03966V1070
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Frederick A. Mgmt For For
Henderson
1B. Election of Director: William F. Austen Mgmt For For
1C. Election of Director: Christopher L. Ayers Mgmt For For
1D. Election of Director: Margaret S. Billson Mgmt For For
1E. Election of Director: Jacques Croisetiere Mgmt For For
1F. Election of Director: Elmer L. Doty Mgmt For For
1G. Election of Director: Carol S. Eicher Mgmt For For
1H. Election of Director: Timothy D. Myers Mgmt For For
1I. Election of Director: E. Stanley O'Neal Mgmt For For
1J. Election of Director: Jeffrey Stafeil Mgmt For For
2. Approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers.
3. Approve, on an advisory basis, the Mgmt 1 Year For
frequency of advisory votes on the
compensation of our named executive
officers.
4. Approve the Amended and Restated Arconic Mgmt For For
Corporation 2020 Stock Incentive Plan.
5. Ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for 2021.
--------------------------------------------------------------------------------------------------------------------------
ASGN INCORPORATED Agenda Number: 935417736
--------------------------------------------------------------------------------------------------------------------------
Security: 00191U102
Meeting Type: Annual
Meeting Date: 17-Jun-2021
Ticker: ASGN
ISIN: US00191U1025
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Class II Director for the Mgmt For For
three-year period expiring at our 2024
Annual Meeting: Joseph W. Dyer
1.2 Election of Class II Director for the Mgmt For For
three-year period expiring at our 2024
Annual Meeting: Mariel A. Joliet
1.3 Election of Class II Director for the Mgmt For For
three-year period expiring at our 2024
Annual Meeting: Marty R. Kittrell
1.4 Election of Class II Director for the Mgmt For For
three-year period expiring at our 2024
Annual Meeting: Carol Lindstrom
2. Proposal to approve on a non-binding Mgmt For For
advisory basis the Company's executive
compensation for the year ended December
31, 2020.
3. Proposal to ratify the appointment of Mgmt For For
Deloitte & Touche LLP as our independent
registered public accounting firm for the
year ending December 31, 2021.
--------------------------------------------------------------------------------------------------------------------------
AXALTA COATING SYSTEMS LTD. Agenda Number: 935367486
--------------------------------------------------------------------------------------------------------------------------
Security: G0750C108
Meeting Type: Annual
Meeting Date: 13-May-2021
Ticker: AXTA
ISIN: BMG0750C1082
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Robert W. Bryant Mgmt For For
Steven M. Chapman Mgmt For For
William M. Cook Mgmt For For
Mark Garrett Mgmt For For
Deborah J. Kissire Mgmt For For
Elizabeth C. Lempres Mgmt For For
Robert M. McLaughlin Mgmt For For
Rakesh Sachdev Mgmt For For
Samuel L. Smolik Mgmt For For
2. Appointment of PricewaterhouseCoopers LLP Mgmt For For
as the Company's independent registered
public accounting firm and auditor until
the conclusion of the 2022 Annual General
Meeting of Members and delegation of
authority to the Board, acting through the
Audit Committee, to set the terms and
remuneration thereof.
3. Non-binding advisory vote on the frequency Mgmt 1 Year For
of future advisory votes on the
compensation paid to our named executive
officers.
4. Non-binding advisory vote to approve the Mgmt For For
compensation paid to our named executive
officers.
--------------------------------------------------------------------------------------------------------------------------
BANKUNITED, INC. Agenda Number: 935400933
--------------------------------------------------------------------------------------------------------------------------
Security: 06652K103
Meeting Type: Annual
Meeting Date: 25-May-2021
Ticker: BKU
ISIN: US06652K1034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Rajinder P. Singh Mgmt For For
Tere Blanca Mgmt For For
John N. DiGiacomo Mgmt For For
Michael J. Dowling Mgmt For For
Douglas J. Pauls Mgmt For For
A. Gail Prudenti Mgmt For For
William S. Rubenstein Mgmt For For
Sanjiv Sobti, Ph.D. Mgmt For For
Lynne Wines Mgmt For For
2. To ratify the Audit Committee's appointment Mgmt For For
of Deloitte & Touche LLP as the Company's
independent registered public accounting
firm for 2021.
3. Advisory vote to approve the compensation Mgmt For For
of the Company's named executive officers.
--------------------------------------------------------------------------------------------------------------------------
BUILDERS FIRSTSOURCE, INC. Agenda Number: 935306503
--------------------------------------------------------------------------------------------------------------------------
Security: 12008R107
Meeting Type: Special
Meeting Date: 22-Dec-2020
Ticker: BLDR
ISIN: US12008R1077
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of the issuance of shares of Mgmt For For
Builders FirstSource, Inc. common stock to
the stockholders of BMC Stock Holdings,
Inc. pursuant to the merger agreement.
2. Adoption of an amendment to the charter to Mgmt For For
increase the number of authorized shares of
common stock.
3. Approval of the adjournment of the Builders Mgmt For For
FirstSource, Inc. stockholder meeting in
accordance with the merger agreement,
including to solicit additional proxies if
there are not sufficient votes.
--------------------------------------------------------------------------------------------------------------------------
BUILDERS FIRSTSOURCE, INC. Agenda Number: 935422787
--------------------------------------------------------------------------------------------------------------------------
Security: 12008R107
Meeting Type: Annual
Meeting Date: 15-Jun-2021
Ticker: BLDR
ISIN: US12008R1077
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Cleveland A. Christophe Mgmt For For
David E. Flitman Mgmt For For
W. Bradley Hayes Mgmt For For
Brett N. Milgrim Mgmt For For
2. Advisory vote on the compensation of the Mgmt For For
named executive officers.
3. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLC as our
independent registered public accounting
firm for the year 2021.
--------------------------------------------------------------------------------------------------------------------------
CACI INTERNATIONAL INC Agenda Number: 935274198
--------------------------------------------------------------------------------------------------------------------------
Security: 127190304
Meeting Type: Annual
Meeting Date: 12-Nov-2020
Ticker: CACI
ISIN: US1271903049
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Michael A. Daniels Mgmt For For
1B. Election of Director: Susan M. Gordon Mgmt For For
1C. Election of Director: William L. Jews Mgmt For For
1D. Election of Director: Gregory G. Johnson Mgmt For For
1E. Election of Director: J. Phillip London Mgmt For For
1F. Election of Director: John S. Mengucci Mgmt For For
1G. Election of Director: James L. Pavitt Mgmt For For
1H. Election of Director: Warren R. Phillips Mgmt For For
1I. Election of Director: Debora A. Plunkett Mgmt For For
1J. Election of Director: Charles P. Revoile Mgmt For For
1K. Election of Director: William S. Wallace Mgmt For For
2. To approve on a non-binding, advisory basis Mgmt For For
the compensation of our named executive
officers.
3. To approve an amendment of the Company's Mgmt For For
2016 Amended and Restated Incentive
Compensation Plan to authorize an
additional 1,200,000 shares for issuance.
4. To ratify the appointment of Ernst & Young Mgmt For For
LLP as our independent registered public
accounting firm for fiscal year 2021.
--------------------------------------------------------------------------------------------------------------------------
CAESARS ENTERTAINMENT, INC. Agenda Number: 935424438
--------------------------------------------------------------------------------------------------------------------------
Security: 12769G100
Meeting Type: Annual
Meeting Date: 15-Jun-2021
Ticker: CZR
ISIN: US12769G1004
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Gary L. Carano Mgmt For For
Bonnie S. Biumi Mgmt For For
Jan Jones Blackhurst Mgmt For For
Frank J. Fahrenkopf Mgmt For For
Don R. Kornstein Mgmt For For
Courtney R. Mather Mgmt For For
Michael E. Pegram Mgmt For For
Thomas R. Reeg Mgmt For For
David P. Tomick Mgmt For For
2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
3. ADVISORY VOTE TO APPROVE THE FREQUENCY OF Mgmt 1 Year For
ADVISORY VOTES ON EXECUTIVE COMPENSATION.
4. RATIFY THE SELECTION OF DELOITTE & TOUCHE Mgmt For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2021.
5. TO APPROVE AND ADOPT AN AMENDMENT TO THE Mgmt For For
COMPANY'S AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION TO INCREASE THE AUTHORIZED
NUMBER OF SHARES OF COMMON STOCK TO
500,000,000.
6. TO APPROVE AND ADOPT AN AMENDMENT TO THE Mgmt For For
COMPANY'S AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION TO AUTHORIZE THE ISSUANCE
OF 150,000,000 SHARES OF PREFERRED STOCK.
--------------------------------------------------------------------------------------------------------------------------
CHAMPIONX CORPORATION Agenda Number: 935367513
--------------------------------------------------------------------------------------------------------------------------
Security: 15872M104
Meeting Type: Annual
Meeting Date: 12-May-2021
Ticker: CHX
ISIN: US15872M1045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
S. Somasundaram Mgmt For For
Stephen K. Wagner Mgmt For For
2. Ratification of the Appointment of Mgmt For For
PricewaterhouseCoopers LLP as Our
Independent Registered Public Accounting
Firm for 2021.
3. Advisory Vote to Approve the Compensation Mgmt For For
of ChampionX's Named Executive Officers for
2020.
4. Approval of the Amended and Restated 2018 Mgmt For For
Equity and Cash Incentive Plan.
--------------------------------------------------------------------------------------------------------------------------
CMC MATERIALS, INC. Agenda Number: 935326264
--------------------------------------------------------------------------------------------------------------------------
Security: 12571T100
Meeting Type: Annual
Meeting Date: 03-Mar-2021
Ticker: CCMP
ISIN: US12571T1007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Barbara A. Klein Mgmt For For
David H. Li Mgmt For For
William P. Noglows Mgmt For For
2. Non-binding stockholder advisory approval Mgmt For For
of our named executive officer
compensation.
3. Ratification of the selection of Mgmt For For
PricewaterhouseCoopers LLP as the company's
independent auditors for fiscal year 2021.
4. Approval of the CMC Materials, Inc. 2021 Mgmt For For
Omnibus Incentive Plan.
--------------------------------------------------------------------------------------------------------------------------
ELEMENT SOLUTIONS INC Agenda Number: 935412851
--------------------------------------------------------------------------------------------------------------------------
Security: 28618M106
Meeting Type: Annual
Meeting Date: 08-Jun-2021
Ticker: ESI
ISIN: US28618M1062
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Sir Martin E. Mgmt For For
Franklin
1B. Election of Director: Benjamin Gliklich Mgmt For For
1C. Election of Director: Ian G.H. Ashken Mgmt For For
1D. Election of Director: Elyse Napoli Filon Mgmt For For
1E. Election of Director: Christopher T. Fraser Mgmt For For
1F. Election of Director: Michael F. Goss Mgmt For For
1G. Election of Director: Nichelle Mgmt For For
Maynard-Elliott
1H. Election of Director: E. Stanley O'Neal Mgmt For For
2. Advisory vote to approve named executive Mgmt For For
officer compensation.
3. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for 2021.
--------------------------------------------------------------------------------------------------------------------------
EMERGENT BIOSOLUTIONS INC. Agenda Number: 935382779
--------------------------------------------------------------------------------------------------------------------------
Security: 29089Q105
Meeting Type: Annual
Meeting Date: 20-May-2021
Ticker: EBS
ISIN: US29089Q1058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Class III Director to hold Mgmt For For
office for a term expiring at our 2024
Annual Meeting: Jerome Hauer, Ph.D.
1B. Election of Class III Director to hold Mgmt For For
office for a term expiring at our 2024
Annual Meeting: Robert Kramer
1C. Election of Class III Director to hold Mgmt For For
office for a term expiring at our 2024
Annual Meeting: Marvin White
2. To ratify the appointment by the audit Mgmt For For
committee of Ernst & Young LLP as our
independent registered public accounting
firm for the fiscal year ending December
31, 2021.
3. Advisory vote to approve executive Mgmt For For
compensation.
4. To approve an amendment to our stock Mgmt For For
incentive plan.
--------------------------------------------------------------------------------------------------------------------------
EXLSERVICE HOLDINGS, INC. Agenda Number: 935413182
--------------------------------------------------------------------------------------------------------------------------
Security: 302081104
Meeting Type: Annual
Meeting Date: 16-Jun-2021
Ticker: EXLS
ISIN: US3020811044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Garen Staglin Mgmt For For
1B. Election of Director: Rohit Kapoor Mgmt For For
1C. Election of Director: Anne Minto Mgmt For For
1D. Election of Director: Som Mittal Mgmt For For
1E. Election of Director: Clyde Ostler Mgmt For For
1F. Election of Director: Vikram Pandit Mgmt For For
1G. Election of Director: Kristy Pipes Mgmt For For
1H. Election of Director: Nitin Sahney Mgmt For For
1I. Election of Director: Jaynie Studenmund Mgmt For For
2. The ratification of the selection of Mgmt For For
Deloitte & Touche LLP as the independent
registered public accounting firm of the
Company for fiscal year 2021.
3. The approval, on a non-binding advisory Mgmt For For
basis, of the compensation of the named
executive officers of the Company.
--------------------------------------------------------------------------------------------------------------------------
FABRINET Agenda Number: 935288399
--------------------------------------------------------------------------------------------------------------------------
Security: G3323L100
Meeting Type: Annual
Meeting Date: 10-Dec-2020
Ticker: FN
ISIN: KYG3323L1005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Seamus Grady Mgmt For For
Thomas F. Kelly Mgmt For For
2. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers ABAS Ltd. as
Fabrinet's independent registered public
accounting firm for the fiscal year ending
June 25, 2021.
3. Approval, on an advisory basis, of the Mgmt For For
compensation paid to Fabrinet's named
executive officers.
--------------------------------------------------------------------------------------------------------------------------
FEDERAL SIGNAL CORPORATION Agenda Number: 935346026
--------------------------------------------------------------------------------------------------------------------------
Security: 313855108
Meeting Type: Annual
Meeting Date: 27-Apr-2021
Ticker: FSS
ISIN: US3138551086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Eugene J. Lowe, III Mgmt For For
Dennis J. Martin Mgmt For For
William F. Owens Mgmt For For
Brenda L. Reichelderfer Mgmt For For
Jennifer L. Sherman Mgmt For For
John L. Workman Mgmt For For
2. Approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers.
3. Approve the Second Amendment to the Federal Mgmt For For
Signal Corporation 2015 Executive Incentive
Compensation Plan.
4. Ratify the appointment of Deloitte & Touche Mgmt For For
LLP as Federal Signal Corporation's
independent registered public accounting
firm for fiscal year 2021.
--------------------------------------------------------------------------------------------------------------------------
FIRST AMERICAN FINANCIAL CORPORATION Agenda Number: 935380559
--------------------------------------------------------------------------------------------------------------------------
Security: 31847R102
Meeting Type: Annual
Meeting Date: 11-May-2021
Ticker: FAF
ISIN: US31847R1023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Dennis J. Gilmore Mgmt For For
Margaret M. McCarthy Mgmt For For
Martha B. Wyrsch Mgmt For For
2. Advisory vote to approve executive Mgmt Against Against
compensation.
3. To ratify the selection of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for the fiscal year ending December
31, 2021.
--------------------------------------------------------------------------------------------------------------------------
FMC CORPORATION Agenda Number: 935346999
--------------------------------------------------------------------------------------------------------------------------
Security: 302491303
Meeting Type: Annual
Meeting Date: 27-Apr-2021
Ticker: FMC
ISIN: US3024913036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director to serve for a Mgmt For For
one-year term expiring in 2022: Pierre
Brondeau
1B. Election of Director to serve for a Mgmt For For
one-year term expiring in 2022: Eduardo E.
Cordeiro
1C. Election of Director to serve for a Mgmt For For
one-year term expiring in 2022: Carol
Anthony ("John") Davidson
1D. Election of Director to serve for a Mgmt For For
one-year term expiring in 2022: Mark
Douglas
1E. Election of Director to serve for a Mgmt For For
one-year term expiring in 2022: C. Scott
Greer
1F. Election of Director to serve for a Mgmt For For
one-year term expiring in 2022: K'Lynne
Johnson
1G. Election of Director to serve for a Mgmt For For
one-year term expiring in 2022: Dirk A.
Kempthorne
1H. Election of Director to serve for a Mgmt For For
one-year term expiring in 2022: Paul J.
Norris
1I. Election of Director to serve for a Mgmt For For
one-year term expiring in 2022: Margareth
Ovrum
1J. Election of Director to serve for a Mgmt For For
one-year term expiring in 2022: Robert C.
Pallash
1K. Election of Director to serve for a Mgmt For For
one-year term expiring in 2022: Vincent R.
Volpe, Jr.
2. Ratification of the appointment of Mgmt For For
independent registered public accounting
firm.
3. Approval, by non-binding vote, of executive Mgmt For For
compensation.
--------------------------------------------------------------------------------------------------------------------------
FTI CONSULTING, INC. Agenda Number: 935380345
--------------------------------------------------------------------------------------------------------------------------
Security: 302941109
Meeting Type: Annual
Meeting Date: 02-Jun-2021
Ticker: FCN
ISIN: US3029411093
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Brenda J. Bacon Mgmt For For
1B. Election of Director: Mark S. Bartlett Mgmt For For
1C. Election of Director: Claudio Costamagna Mgmt For For
1D. Election of Director: Vernon Ellis Mgmt For For
1E. Election of Director: Nicholas C. Mgmt For For
Fanandakis
1F. Election of Director: Steven H. Gunby Mgmt For For
1G. Election of Director: Gerard E. Holthaus Mgmt For For
1H. Election of Director: Laureen E. Seeger Mgmt For For
2. Ratify the appointment of KPMG LLP as FTI Mgmt For For
Consulting, Inc.'s independent registered
public accounting firm for the year ending
December 31, 2021.
3. Vote on an advisory (non-binding) Mgmt For For
resolution to approve the compensation of
the named executive officers for the year
ended December 31, 2020 at the 2021 Annual
Meeting of Shareholders.
--------------------------------------------------------------------------------------------------------------------------
GATX CORPORATION Agenda Number: 935348397
--------------------------------------------------------------------------------------------------------------------------
Security: 361448103
Meeting Type: Annual
Meeting Date: 23-Apr-2021
Ticker: GATX
ISIN: US3614481030
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Diane M. Aigotti Mgmt For For
1.2 Election of Director: Anne L. Arvia Mgmt For For
1.3 Election of Director: Brian A. Kenney Mgmt For For
1.4 Election of Director: James B. Ream Mgmt For For
1.5 Election of Director: Adam L. Stanley Mgmt For For
1.6 Election of Director: David S. Sutherland Mgmt For For
1.7 Election of Director: Stephen R. Wilson Mgmt For For
1.8 Election of Director: Paul G. Yovovich Mgmt For For
2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION.
3. RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR
FISCAL YEAR ENDING DECEMBER 31, 2021.
--------------------------------------------------------------------------------------------------------------------------
GIBRALTAR INDUSTRIES, INC. Agenda Number: 935382539
--------------------------------------------------------------------------------------------------------------------------
Security: 374689107
Meeting Type: Annual
Meeting Date: 05-May-2021
Ticker: ROCK
ISIN: US3746891072
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Mark G. Barberio Mgmt For For
1B. Election of Director: William T. Bosway Mgmt For For
1C. Election of Director: Craig A. Hindman Mgmt For For
1D. Election of Director: Gwendolyn G. Mizell Mgmt For For
1E. Election of Director: William P. Montague Mgmt For For
1F. Election of Director: Linda K. Myers Mgmt For For
1G. Election of Director: James B. Nish Mgmt For For
1H. Election of Director: Atlee Valentine Pope Mgmt For For
1I. Election of Director: Manish H. Shah Mgmt For For
2. Approval of an Amendment to the Company's Mgmt For For
Certificate of Incorporation of Gibraltar
Industries, Inc. to increase the number of
authorized shares of common stock from
50,000,000 to 100,000,000, and to
correspondingly increase the total
authorized shares of stock from 60,000,000
to 110,000,000.
3. Advisory approval on the Company's Mgmt For For
executive compensation (Say- On-Pay).
4. Ratification of Ernst & Young LLP as our Mgmt For For
Independent Registered Public Accounting
Firm.
--------------------------------------------------------------------------------------------------------------------------
GROUP 1 AUTOMOTIVE, INC. Agenda Number: 935389963
--------------------------------------------------------------------------------------------------------------------------
Security: 398905109
Meeting Type: Annual
Meeting Date: 12-May-2021
Ticker: GPI
ISIN: US3989051095
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Carin M. Barth Mgmt For For
Earl J. Hesterberg Mgmt For For
Steven C. Mizell Mgmt For For
Lincoln Pereira Mgmt For For
Stephen D. Quinn Mgmt For For
Steven P. Stanbrook Mgmt For For
Charles L. Szews Mgmt For For
Anne Taylor Mgmt For For
MaryAnn Wright Mgmt For For
2. Advisory Vote on Executive Compensation. Mgmt For For
3. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as independent registered
public accounting firm of the Company for
the fiscal year ending December 31, 2021.
--------------------------------------------------------------------------------------------------------------------------
II-VI INCORPORATED Agenda Number: 935442993
--------------------------------------------------------------------------------------------------------------------------
Security: 902104108
Meeting Type: Special
Meeting Date: 24-Jun-2021
Ticker: IIVI
ISIN: US9021041085
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Proposal to approve the issuance of shares Mgmt For For
of II-VI Incorporated's common stock, no
par value, pursuant to the terms of the
Agreement and Plan of Merger, dated as of
March 25, 2021, as may be amended from time
to time, by and among II-VI Incorporated, a
Pennsylvania corporation, Watson Merger Sub
Inc., a Delaware corporation and a wholly
owned subsidiary of II-VI Incorporated, and
Coherent, Inc., a Delaware corporation, in
the amounts necessary to complete the
merger contemplated thereby.
2. Proposal to adjourn II-VI Incorporated's Mgmt For For
special meeting to a later date or dates,
if necessary or appropriate, including to
solicit additional proxies in the event
there are not sufficient votes at the time
of II-VI Incorporated's special meeting to
approve the share issuance proposal
described above.
--------------------------------------------------------------------------------------------------------------------------
INSIGHT ENTERPRISES, INC. Agenda Number: 935393467
--------------------------------------------------------------------------------------------------------------------------
Security: 45765U103
Meeting Type: Annual
Meeting Date: 19-May-2021
Ticker: NSIT
ISIN: US45765U1034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Richard E. Allen Mgmt For For
1.2 Election of Director: Bruce W. Armstrong Mgmt For For
1.3 Election of Director: Linda Breard Mgmt For For
1.4 Election of Director: Timothy A. Crown Mgmt For For
1.5 Election of Director: Catherine Courage Mgmt For For
1.6 Election of Director: Anthony A. Ibarguen Mgmt For For
1.7 Election of Director: Kenneth T. Lamneck Mgmt For For
1.8 Election of Director: Kathleen S. Pushor Mgmt For For
1.9 Election of Director: Girish Rishi Mgmt For For
2. Advisory vote (non-binding) to approve Mgmt For For
named executive officer compensation.
3. Ratification of the appointment of KPMG LLP Mgmt For For
as our independent registered public
accounting firm for the year ending
December 31, 2021.
--------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL GAME TECHNOLOGY PLC Agenda Number: 935430203
--------------------------------------------------------------------------------------------------------------------------
Security: G4863A108
Meeting Type: Annual
Meeting Date: 11-May-2021
Ticker: IGT
ISIN: GB00BVG7F061
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To receive and adopt the annual report and Mgmt For For
accounts for the financial year ended 31
December 2020 ("Annual Report and
Accounts").
2. To approve the directors' remuneration Mgmt For For
report (excluding the remuneration policy)
set out in section 2 of the Annual Report
and Accounts.
3. To approve the directors' remuneration Mgmt For For
policy (excluding the remuneration report)
set out in section 2 of the Annual Report
and Accounts.
4. To approve Marco Sala continuing to hold Mgmt For For
office as a director until the conclusion
of the third subsequent annual general
meeting of the Company.
5. Election of Director: Beatrice Bassey Mgmt Abstain Against
6. Election of Director: Massimiliano Chiara Mgmt For For
7. Election of Director: Alberto Dessy Mgmt For For
8. Election of Director: Marco Drago Mgmt For For
9. Election of Director: James McCann Mgmt For For
10. Election of Director: Heather McGregor Mgmt For For
11. Election of Director: Lorenzo Pellicioli Mgmt For For
12. Election of Director: Samantha Ravich Mgmt For For
13. Election of Director: Vincent Sadusky Mgmt For For
14. Election of Director: Gianmario Tondato Da Mgmt For For
Ruos
15. To re-appoint PricewaterhouseCoopers LLP as Mgmt For For
auditor to hold office until the conclusion
of the next annual general meeting of the
Company at which annual report and accounts
are laid.
16. To authorise the directors or the audit Mgmt For For
committee to determine the auditor's
remuneration.
17. To authorise political donations and Mgmt For For
expenditure.
18. To authorise the directors to allot shares Mgmt For For
in the Company.
19. Special resolution: To authorise the Mgmt For For
directors to disapply pre- emption rights.
20. Special resolution: To authorise the Mgmt For For
directors to disapply pre- emption rights
for the purposes of financing an
acquisition or other capital investment.
21. Special resolution: To authorise the Mgmt For For
Company to make off-market purchase of
shares in the Company.
22. To approve the 2021 Equity Incentive Plan Mgmt Against Against
and authorise the directors to implement
and give effect to the plan.
--------------------------------------------------------------------------------------------------------------------------
LPL FINANCIAL HOLDINGS INC. Agenda Number: 935357524
--------------------------------------------------------------------------------------------------------------------------
Security: 50212V100
Meeting Type: Annual
Meeting Date: 05-May-2021
Ticker: LPLA
ISIN: US50212V1008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Dan H. Arnold Mgmt For For
1B. Election of Director: Edward C. Bernard Mgmt For For
1C. Election of Director: H. Paulett Eberhart Mgmt For For
1D. Election of Director: William F. Glavin, Mgmt For For
Jr.
1E. Election of Director: Allison H. Mnookin Mgmt For For
1F. Election of Director: Anne M. Mulcahy Mgmt For For
1G. Election of Director: James S. Putnam Mgmt For For
1H. Election of Director: Richard P. Schifter Mgmt For For
1I. Election of Director: Corey E. Thomas Mgmt For For
2. Ratify the appointment of Deloitte & Touche Mgmt For For
LLP by the Audit Committee of the Board of
Directors as the Company's independent
registered public accounting firm for the
fiscal year ending December 31, 2021.
3. Approve, in an advisory vote, the Mgmt For For
compensation paid to the Company's named
executive officers.
4. Approve the LPL Financial Holdings Inc. Mgmt For For
2021 Omnibus Equity Incentive Plan.
5. Approve the LPL Financial Holdings Inc. Mgmt For For
2021 Employee Stock Purchase Plan.
--------------------------------------------------------------------------------------------------------------------------
MARCUS & MILLICHAP, INC. Agenda Number: 935348335
--------------------------------------------------------------------------------------------------------------------------
Security: 566324109
Meeting Type: Annual
Meeting Date: 04-May-2021
Ticker: MMI
ISIN: US5663241090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Lauralee E. Martin Mgmt For For
Nicholas F. McClanahan Mgmt For For
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as the Company's independent registered
public accounting firm for the year ending
December 31, 2021.
3. To approve, on an advisory basis, the Mgmt For For
compensation of the Company's named
executive officers as disclosed in the
proxy statement.
--------------------------------------------------------------------------------------------------------------------------
MATERION CORPORATION Agenda Number: 935351089
--------------------------------------------------------------------------------------------------------------------------
Security: 576690101
Meeting Type: Annual
Meeting Date: 06-May-2021
Ticker: MTRN
ISIN: US5766901012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Vinod M. Khilnani Mgmt For For
Emily M. Liggett Mgmt For For
Robert J. Phillippy Mgmt For For
Patrick Prevost Mgmt For For
N. Mohan Reddy Mgmt For For
Craig S. Shular Mgmt For For
Darlene J. S. Solomon Mgmt For For
Robert B. Toth Mgmt For For
Jugal K. Vijayvargiya Mgmt For For
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as the independent registered public
accounting firm of the Company.
3. To approve, by non-binding vote, named Mgmt For For
executive officer compensation.
--------------------------------------------------------------------------------------------------------------------------
MKS INSTRUMENTS, INC. Agenda Number: 935369846
--------------------------------------------------------------------------------------------------------------------------
Security: 55306N104
Meeting Type: Annual
Meeting Date: 11-May-2021
Ticker: MKSI
ISIN: US55306N1046
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Rajeev Batra Mgmt For For
Gerald G. Colella Mgmt For For
Elizabeth A. Mora Mgmt For For
2. The approval, on an advisory basis, of Mgmt For For
executive compensation.
3. The ratification of the selection of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for the year ending December 31, 2021.
--------------------------------------------------------------------------------------------------------------------------
MOELIS & COMPANY Agenda Number: 935404208
--------------------------------------------------------------------------------------------------------------------------
Security: 60786M105
Meeting Type: Annual
Meeting Date: 03-Jun-2021
Ticker: MC
ISIN: US60786M1053
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Kenneth Moelis Mgmt For For
Eric Cantor Mgmt For For
John A. Allison IV Mgmt For For
Yolanda Richardson Mgmt For For
Kenneth L. Shropshire Mgmt For For
2. To approve, on an advisory basis, the Mgmt Against Against
compensation of our Named Executive
Officers.
3. Proposal to ratify the appointment of Mgmt For For
Deloitte & Touche LLP as the Company's
independent registered public accounting
firm for the fiscal year ending December
31, 2021.
--------------------------------------------------------------------------------------------------------------------------
ONTO INNOVATION INC. Agenda Number: 935362513
--------------------------------------------------------------------------------------------------------------------------
Security: 683344105
Meeting Type: Annual
Meeting Date: 11-May-2021
Ticker: ONTO
ISIN: US6833441057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Leo Berlinghieri Mgmt For For
1.2 Election of Director: Edward J. Brown, Jr. Mgmt For For
1.3 Election of Director: David B. Miller Mgmt For For
1.4 Election of Director: Michael P. Plisinski Mgmt For For
1.5 Election of Director: Bruce C. Rhine Mgmt For For
1.6 Election of Director: Christopher A. Seams Mgmt For For
1.7 Election of Director: Christine A. Tsingos Mgmt For For
2. To approve, on an advisory (non-binding) Mgmt For For
basis, the compensation of our named
executive officers as disclosed in the
proxy statement.
3. To ratify the appointment of Ernst & Young Mgmt For For
LLP as our independent registered public
accounting firm for the fiscal year ending
January 1, 2022.
--------------------------------------------------------------------------------------------------------------------------
OVINTIV INC. Agenda Number: 935351053
--------------------------------------------------------------------------------------------------------------------------
Security: 69047Q102
Meeting Type: Annual
Meeting Date: 28-Apr-2021
Ticker: OVV
ISIN: US69047Q1022
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Peter A. Dea Mgmt For For
1B. Election of Director: Meg A. Gentle Mgmt For For
1C. Election of Director: Howard J. Mayson Mgmt For For
1D. Election of Director: Lee A. McIntire Mgmt For For
1E. Election of Director: Katherine L. Minyard Mgmt For For
1F. Election of Director: Steven W. Nance Mgmt For For
1G. Election of Director: Suzanne P. Nimocks Mgmt For For
1H. Election of Director: Thomas G. Ricks Mgmt For For
1I. Election of Director: Brian G. Shaw Mgmt For For
1J. Election of Director: Douglas J. Suttles Mgmt For For
1K. Election of Director: Bruce G. Waterman Mgmt For For
2. Advisory Vote to Approve Compensation of Mgmt Against Against
Named Executive Officers.
3. Ratify PricewaterhouseCoopers LLP as Mgmt For For
Independent Auditors.
--------------------------------------------------------------------------------------------------------------------------
PARSLEY ENERGY, INC. Agenda Number: 935316415
--------------------------------------------------------------------------------------------------------------------------
Security: 701877102
Meeting Type: Special
Meeting Date: 12-Jan-2021
Ticker: PE
ISIN: US7018771029
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve and adopt the Agreement and Plan Mgmt For For
of Merger, dated as of October 20, 2020 (as
may be amended from time to time), by and
among Parsley Energy, Inc. ("Parsley"),
Pioneer Natural Resources Company
("Pioneer") and certain subsidiaries of
Parsley and Pioneer and the transactions
contemplated thereby.
2. To approve, on a non-binding advisory Mgmt Against Against
basis, the compensation that may be paid or
become payable to Parsley's named executive
officers that is based on or otherwise
relates to the mergers.
--------------------------------------------------------------------------------------------------------------------------
PERFORMANCE FOOD GROUP COMPANY Agenda Number: 935284896
--------------------------------------------------------------------------------------------------------------------------
Security: 71377A103
Meeting Type: Annual
Meeting Date: 19-Nov-2020
Ticker: PFGC
ISIN: US71377A1034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: George L. Holm Mgmt For For
1b. Election of Director: Barbara J. Beck Mgmt For For
1c. Election of Director: Matthew C. Flanigan Mgmt For For
1d. Election of Director: David V. Singer Mgmt For For
1e. Election of Director: Meredith Adler Mgmt For For
1f. Election of Director: Jeffrey M. Overly Mgmt For For
2. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as our independent registered
public accounting firm for fiscal 2021.
3. To approve, in a non-binding advisory vote, Mgmt For For
the compensation paid to the named
executive officers.
--------------------------------------------------------------------------------------------------------------------------
RITCHIE BROS. AUCTIONEERS INCORPORATED Agenda Number: 935353829
--------------------------------------------------------------------------------------------------------------------------
Security: 767744105
Meeting Type: Annual
Meeting Date: 06-May-2021
Ticker: RBA
ISIN: CA7677441056
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Erik Olsson Mgmt For For
1B. Election of Director: Ann Fandozzi Mgmt For For
1C. Election of Director: Beverley Anne Briscoe Mgmt For For
1D. Election of Director: Robert G. Elton Mgmt For For
1E. Election of Director: J. Kim Fennell Mgmt For For
1F. Election of Director: Amy Guggenheim Mgmt For For
Shenkan
1G. Election of Director: Sarah Raiss Mgmt For For
1H. Election of Director: Christopher Zimmerman Mgmt For For
1I. Election of Director: Adam DeWitt Mgmt For For
2. Appointment of Ernst & Young LLP as Mgmt For For
Auditors of the Company for the ensuing
year and authorizing the Audit Committee to
fix their remuneration.
3. Approval, on an advisory basis, of a Mgmt For For
non-binding advisory resolution accepting
the Company's approach to executive
compensation.
--------------------------------------------------------------------------------------------------------------------------
RUSH ENTERPRISES, INC. Agenda Number: 935385698
--------------------------------------------------------------------------------------------------------------------------
Security: 781846209
Meeting Type: Annual
Meeting Date: 18-May-2021
Ticker: RUSHA
ISIN: US7818462092
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
W.M. Rusty Rush Mgmt For For
Thomas A. Akin Mgmt For For
James C. Underwood Mgmt For For
Raymond J. Chess Mgmt For For
William H. Cary Mgmt For For
Dr. Kennon H. Guglielmo Mgmt For For
Elaine Mendoza Mgmt For For
2. Proposal to ratify the appointment of Ernst Mgmt For For
& Young LLP as the Company's Independent
Registered Public Accounting firm for the
2021 Fiscal Year.
--------------------------------------------------------------------------------------------------------------------------
SAIA, INC Agenda Number: 935392302
--------------------------------------------------------------------------------------------------------------------------
Security: 78709Y105
Meeting Type: Annual
Meeting Date: 27-Apr-2021
Ticker: SAIA
ISIN: US78709Y1055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Di-Ann Eisnor Mgmt For For
1.2 Election of Director: Jeffrey C. Ward Mgmt For For
1.3 Election of Director: Susan F. Ward Mgmt For For
2. Vote on an advisory basis to approve the Mgmt For For
compensation of Saia's Named Executive
Officers.
3. Consider an amendment to our Amended and Mgmt For For
Restated Certificate of Incorporation to
declassify our Board of Directors.
4. Ratify the appointment of KPMG LLP as Mgmt For For
Saia's Independent Registered Public
Accounting Firm for fiscal year 2021.
--------------------------------------------------------------------------------------------------------------------------
SCIENTIFIC GAMES CORPORATION Agenda Number: 935409222
--------------------------------------------------------------------------------------------------------------------------
Security: 80874P109
Meeting Type: Annual
Meeting Date: 09-Jun-2021
Ticker: SGMS
ISIN: US80874P1093
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Jamie R. Odell Mgmt For For
Barry L. Cottle Mgmt For For
Antonia Korsanos Mgmt For For
Jack A. Markell Mgmt For For
Hamish R. McLennan Mgmt For For
Michael J. Regan Mgmt For For
Timothy Throsby Mgmt For For
Maria T. Vullo Mgmt For For
Kneeland C. Youngblood Mgmt For For
Virginia E. Shanks Mgmt For For
2. To approve, on an advisory basis, the Mgmt Against Against
compensation of the Company's named
executive officers.
3. To ratify an amendment of the Company's Mgmt For For
regulatory compliance protection rights
plan to extend the term of the plan.
4. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as the Company's independent
registered public accounting firm for the
fiscal year ending December 31, 2021.
5. To approve an amendment and restatement of Mgmt Against Against
the Company's 2003 Incentive Compensation
Plan to increase the shares authorized for
issuance thereunder.
6. To approve an amendment of the Company's Mgmt For For
Employee Stock Purchase Plan to expand the
employees who are eligible to participate
therein.
--------------------------------------------------------------------------------------------------------------------------
SINCLAIR BROADCAST GROUP, INC. Agenda Number: 935426672
--------------------------------------------------------------------------------------------------------------------------
Security: 829226109
Meeting Type: Annual
Meeting Date: 28-Jun-2021
Ticker: SBGI
ISIN: US8292261091
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
David D. Smith* Mgmt For For
Frederick G. Smith* Mgmt For For
J. Duncan Smith* Mgmt For For
Robert E. Smith* Mgmt Withheld Against
Laurie R. Beyer* Mgmt For For
Howard E. Friedman* Mgmt For For
Lawrence E. McCanna* Mgmt For For
Daniel C. Keith* Mgmt For For
Martin R. Leader* Mgmt For For
Benson E. Legg* Mgmt For For
2. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the
Independent Registered Public Accounting
Firm for the year ending December 31, 2021.
3. Approval of amended and restated Employee Mgmt Against Against
Stock Purchase Plan.
4. Approval of an amendment to the Company's Mgmt Against Against
1996 Long-Term Incentive Plan to increase
the number of shares authorized for
issuance thereunder.
--------------------------------------------------------------------------------------------------------------------------
SOUTHWESTERN ENERGY COMPANY Agenda Number: 935381347
--------------------------------------------------------------------------------------------------------------------------
Security: 845467109
Meeting Type: Annual
Meeting Date: 18-May-2021
Ticker: SWN
ISIN: US8454671095
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: John D. Gass Mgmt For For
1.2 Election of Director: S. P. "Chip" Johnson Mgmt For For
IV
1.3 Election of Director: Catherine A. Kehr Mgmt For For
1.4 Election of Director: Greg D. Kerley Mgmt For For
1.5 Election of Director: Jon A. Marshall Mgmt For For
1.6 Election of Director: Patrick M. Prevost Mgmt For For
1.7 Election of Director: Anne Taylor Mgmt For For
1.8 Election of Director: Denis J. Walsh III Mgmt For For
1.9 Election of Director: William J. Way Mgmt For For
2. Non-binding advisory vote to approve Mgmt For For
compensation of our Named Executive
Officers for 2020 (Say-on-Pay).
3. Proposal to ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP to serve as the
Company's independent registered public
accounting firm for the fiscal year ending
December 31, 2021.
4. To consider a shareholder proposal Shr Against For
regarding special meetings, if properly
presented at the Annual Meeting.
--------------------------------------------------------------------------------------------------------------------------
SPIRIT AIRLINES, INC. Agenda Number: 935369620
--------------------------------------------------------------------------------------------------------------------------
Security: 848577102
Meeting Type: Annual
Meeting Date: 20-May-2021
Ticker: SAVE
ISIN: US8485771021
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Robert D. Johnson Mgmt For For
Barclay G. Jones III Mgmt For For
Dawn M. Zier Mgmt For For
2. To ratify the selection, by the Audit Mgmt For For
Committee of the Board of Directors, of
Ernst & Young LLP as the independent
registered public accounting firm of the
Company for its fiscal year ending December
31, 2021.
3. To approve, on a non-binding, advisory Mgmt For For
basis, the compensation of our named
executive officers as disclosed in the
attached Proxy Statement pursuant to
executive compensation disclosure rules
under the Securities Exchange Act of 1934,
as amended.
4. To approve the First Amendment to the Mgmt For For
Spirit Airlines Inc. 2015 Incentive Award
Plan to increase the number of shares of
common stock authorized for issuance under
the plan and to make certain other changes
to the plan.
--------------------------------------------------------------------------------------------------------------------------
SPX CORPORATION Agenda Number: 935370596
--------------------------------------------------------------------------------------------------------------------------
Security: 784635104
Meeting Type: Annual
Meeting Date: 11-May-2021
Ticker: SPXC
ISIN: US7846351044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director for a term expiring in Mgmt For For
2024: Ruth G. Shaw
1.2 Election of Director for a term expiring in Mgmt For For
2024: Robert B. Toth
1.3 Election of Director for a term expiring in Mgmt For For
2024: Angel S. Willis
2. Approval of Named Executive Officers' Mgmt For For
Compensation, on a Non- binding Advisory
Basis.
3. Ratification of Appointment of Deloitte & Mgmt For For
Touche LLP as the Company's Independent
Registered Public Accounting Firm for 2021.
--------------------------------------------------------------------------------------------------------------------------
SUNSTONE HOTEL INVESTORS, INC. Agenda Number: 935347408
--------------------------------------------------------------------------------------------------------------------------
Security: 867892101
Meeting Type: Annual
Meeting Date: 29-Apr-2021
Ticker: SHO
ISIN: US8678921011
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: John V. Arabia Mgmt For For
1B. Election of Director: W. Blake Baird Mgmt For For
1C. Election of Director: Andrew Batinovich Mgmt For For
1D. Election of Director: Monica S. Digilio Mgmt For For
1E. Election of Director: Kristina M. Leslie Mgmt For For
1F. Election of Director: Murray J. McCabe Mgmt For For
1G. Election of Director: Verett Mims Mgmt For For
1H. Election of Director: Douglas M. Pasquale Mgmt For For
2. Ratification of the Audit Committee's Mgmt For For
appointment of Ernst & Young LLP to act as
the independent registered public
accounting firm for the fiscal year ending
December 31, 2021.
3. Advisory vote to approve the compensation Mgmt For For
of Sunstone's named executive officers, as
set forth in Sunstone's Proxy Statement for
the 2021 Annual Meeting.
--------------------------------------------------------------------------------------------------------------------------
SWITCH INC Agenda Number: 935416544
--------------------------------------------------------------------------------------------------------------------------
Security: 87105L104
Meeting Type: Annual
Meeting Date: 11-Jun-2021
Ticker: SWCH
ISIN: US87105L1044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Rob Roy Mgmt For For
Angela Archon Mgmt For For
Liane Pelletier Mgmt For For
Zareh Sarrafian Mgmt For For
Kim Sheehy Mgmt For For
Donald D. Snyder Mgmt For For
Tom Thomas Mgmt For For
Bryan Wolf Mgmt For For
2. To ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as Switch,
Inc.'s independent registered public
accounting firm for the fiscal year ending
December 31, 2021.
3. To vote on an advisory (non-binding) Mgmt For For
proposal to approve the compensation of the
named executive officers.
--------------------------------------------------------------------------------------------------------------------------
TECHNIPFMC PLC Agenda Number: 935383795
--------------------------------------------------------------------------------------------------------------------------
Security: G87110105
Meeting Type: Annual
Meeting Date: 20-May-2021
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 2022 Annual General Meeting: Douglas J.
Pferdehirt
1B. Election of Director for a term expiring at Mgmt For For
the 2022 Annual General Meeting: Eleazar de
Carvalho Filho
1C. Election of Director for a term expiring at Mgmt For For
the 2022 Annual General Meeting: Claire S.
Farley
1D. Election of Director for a term expiring at Mgmt For For
the 2022 Annual General Meeting: Peter
Mellbye
1E. Election of Director for a term expiring at Mgmt For For
the 2022 Annual General Meeting: John
O'Leary
1F. Election of Director for a term expiring at Mgmt For For
the 2022 Annual General Meeting: Margareth
Ovrum
1G. Election of Director for a term expiring at Mgmt For For
the 2022 Annual General Meeting: Kay G.
Priestly
1H. Election of Director for a term expiring at Mgmt For For
the 2022 Annual General Meeting: John
Yearwood
1I. Election of Director for a term expiring at Mgmt For For
the 2022 Annual General Meeting: Sophie
Zurquiyah
2. Approve, on an advisory basis, the Mgmt For For
Company's named executive officer
compensation for the year ended December
31, 2020.
3. Approve, on an advisory basis, the Mgmt For For
Company's directors' remuneration report
for the year ended December 31, 2020.
4. Approve the Company's prospective Mgmt For For
directors' remuneration policy for the
three years ending December 2024.
5. Receipt of the Company's audited U.K. Mgmt For For
accounts for the year ended December 31,
2020, including the reports of the
directors and the auditor thereon.
6. Ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP ("PwC") as the
Company's U.S. independent registered
public accounting firm for the year ending
December 31, 2021.
7. Reappoint PwC as the Company's U.K. Mgmt For For
statutory auditor under the U.K. Companies
Act 2006, to hold office until the next
Annual General Meeting of Shareholders at
which accounts are laid.
8. Authorize the Board of Directors and/or the Mgmt For For
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, 2021.
9. Approve the forms of share repurchase Mgmt For For
contracts and repurchase counterparties in
accordance with specific procedures for
"off- market purchases" of ordinary shares
through the NYSE or Euronext Paris.
10. Authorize the Board to allot equity Mgmt For For
securities in the Company.
11. As a special resolution: Pursuant to the Mgmt For For
authority contemplated by the resolution in
Proposal 10, authorize the Board to allot
equity securities without pre-emptive
rights.
--------------------------------------------------------------------------------------------------------------------------
TEGNA INC. Agenda Number: 935375724
--------------------------------------------------------------------------------------------------------------------------
Security: 87901J105
Meeting Type: Annual
Meeting Date: 07-May-2021
Ticker: TGNA
ISIN: US87901J1051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Gina L. Bianchini Mgmt For For
Howard D. Elias Mgmt For For
Stuart J. Epstein Mgmt For For
Lidia Fonseca Mgmt For For
Karen H. Grimes Mgmt For For
David T. Lougee Mgmt For For
Scott K. McCune Mgmt For For
Henry W. McGee Mgmt For For
Susan Ness Mgmt For For
Bruce P. Nolop Mgmt For For
Neal Shapiro Mgmt For For
Melinda C. Witmer Mgmt For For
2. PROPOSAL TO RATIFY the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for the 2021 fiscal year.
3. PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, Mgmt For For
the compensation of the Company's named
executive officers.
4. COMPANY PROPOSAL TO APPROVE the Elimination Mgmt For For
of Supermajority Voting Provisions.
--------------------------------------------------------------------------------------------------------------------------
TOWER SEMICONDUCTOR LTD. Agenda Number: 935260985
--------------------------------------------------------------------------------------------------------------------------
Security: M87915274
Meeting Type: Annual
Meeting Date: 17-Sep-2020
Ticker: TSEM
ISIN: IL0010823792
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Mr. Amir Elstein Mgmt For For
1B. Election of Director: Mr. Russell Ellwanger Mgmt For For
1C. Election of Director: Mr. Kalman Kaufman Mgmt For For
1D. Election of Director: Mr. Alex Kornhauser Mgmt For For
1E. Election of Director: Ms. Dana Gross Mgmt For For
1F. Election of Director: Mr. Ilan Flato Mgmt For For
1G. Election of Director: Mr. Rami Guzman Mgmt For For
1H. Election of Director: Mr. Yoav Chelouche Mgmt For For
1I. Election of Director: Ms. Iris Avner Mgmt For For
1J. Election of Director: Ms. Michal Vakrat Mgmt For For
Wolkin
1K. Election of Director: Mr. Avi Hasson Mgmt For For
2. TO APPOINT Mr. Amir Elstein as the Chairman Mgmt For For
of the Board of Directors to serve until
the next annual meeting of shareholders and
until his successor is duly appointed and
approve the terms of his compensation in
such capacity, as described in Proposal 2
of the Proxy Statement, in compliance with
the Company's Amended Compensation Policy.
3. TO APPROVE the amended Compensation Policy, Mgmt For For
in the form attached as Exhibit A to the
Proxy Statement.
3A. Do you have a "Personal Interest" (as Mgmt Against
defined in the Proxy Statement) with
respect to the subject matter of Proposal
3? If you do not vote FOR=YES or AGAINST=NO
your vote will not count for the Proposal
3. Mark "for" = yes or "against" = no.
4. TO APPROVE the increase in the annual base Mgmt For For
salary of Mr. Russell Ellwanger, the
Company's chief executive officer, as
described in Proposal 4 of the Proxy
Statement.
4A. Do you have a "Personal Interest" (as Mgmt Against
defined in the Proxy Statement) with
respect to the subject matter of Proposal
4? If you do not vote FOR=YES or AGAINST=NO
your vote will not count for the Proposal
4. Mark "for" = yes or "against" = no.
5. TO APPROVE the award of equity-based Mgmt For For
compensation to Mr. Russell Ellwanger, the
Company's chief executive officer, as
described in Proposal 5 of the Proxy
Statement.
5A. Do you have a "Personal Interest" (as Mgmt Against
defined in the Proxy Statement) with
respect to the subject matter of Proposal
5? If you do not vote FOR=YES or AGAINST=NO
your vote will not count for the Proposal
5. Mark "for" = yes or "against" = no.
6. TO APPROVE amended terms of compensation Mgmt For For
for each of the members of the Company's
Board of Directors (other than Amir Elstein
and Russell Ellwanger), as described in
Proposal 6 of the Proxy Statement, subject
to their appointment as directors under
Proposal 1 and subject to the approval of
the Amended Compensation Policy.
7. TO APPROVE the proposed equity grant to Mgmt For For
each of the members of the Company's Board
of Directors (other than to Amir Elstein
and Russell Ellwanger), as described in
Proposal 7 of the Proxy Statement, subject
to their appointment as directors under
Proposal 1 and subject to approval of the
Amended Compensation Policy.
8. TO APPROVE the appointment of Brightman Mgmt For For
Almagor Zohar & Co, Certified Public
Accountants, a firm in the Deloitte Global
Network, as the independent public
registered accountants of the Company for
the year ending December 31, 2020 and for
the period commencing January 1, 2021 and
until the next annual shareholders meeting,
and to further authorize the Audit
Committee of the Board of Directors to
determine the remuneration of such auditors
in accordance with the volume and nature of
its services.
--------------------------------------------------------------------------------------------------------------------------
TRINITY INDUSTRIES, INC. Agenda Number: 935387654
--------------------------------------------------------------------------------------------------------------------------
Security: 896522109
Meeting Type: Annual
Meeting Date: 03-May-2021
Ticker: TRN
ISIN: US8965221091
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
William P. Ainsworth Mgmt For For
Brandon B. Boze Mgmt For For
John J. Diez Mgmt For For
Leldon E. Echols Mgmt For For
Tyrone M. Jordan Mgmt For For
S. Todd Maclin Mgmt For For
E. Jean Savage Mgmt For For
Dunia A. Shive Mgmt For For
2. Advisory vote to approve named executive Mgmt For For
officer compensation.
3. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as the Company's independent
registered public accounting firm for the
year ending December 31, 2021.
--------------------------------------------------------------------------------------------------------------------------
UNIFIRST CORPORATION Agenda Number: 935311667
--------------------------------------------------------------------------------------------------------------------------
Security: 904708104
Meeting Type: Annual
Meeting Date: 12-Jan-2021
Ticker: UNF
ISIN: US9047081040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Kathleen M. Camilli Mgmt For For
Michael Iandoli Mgmt For For
2. APPROVAL, ON A NON-BINDING, ADVISORY BASIS, Mgmt For For
OF THE COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
3. RATIFICATION OF APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING AUGUST 28, 2021.
--------------------------------------------------------------------------------------------------------------------------
UNIVAR SOLUTIONS INC. Agenda Number: 935354403
--------------------------------------------------------------------------------------------------------------------------
Security: 91336L107
Meeting Type: Annual
Meeting Date: 06-May-2021
Ticker: UNVR
ISIN: US91336L1070
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Joan Braca Mgmt For For
Mark J. Byrne Mgmt For For
Daniel P. Doheny Mgmt For For
Richard P. Fox Mgmt For For
Rhonda Germany Mgmt For For
David C. Jukes Mgmt For For
Stephen D. Newlin Mgmt For For
Christopher D. Pappas Mgmt For For
Kerry J. Preete Mgmt For For
Robert L. Wood Mgmt For For
2. Non-binding advisory vote to approve the Mgmt For For
compensation of the Company's named
executive officers.
3. Ratification of Ernst & Young LLP as the Mgmt For For
Company's independent registered public
accounting firm for 2021.
4. Approval of an amendment to the Company's Mgmt For For
Amended and Restated Certificate of
Incorporation to eliminate all of its
supermajority voting requirements.
--------------------------------------------------------------------------------------------------------------------------
WELBILT, INC. Agenda Number: 935344325
--------------------------------------------------------------------------------------------------------------------------
Security: 949090104
Meeting Type: Annual
Meeting Date: 23-Apr-2021
Ticker: WBT
ISIN: US9490901041
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director to serve for a Mgmt For For
one-year term expiring in 2022 Annual
Meeting: Cynthia M. Egnotovich
1B. Election of Director to serve for a Mgmt For For
one-year term expiring in 2022 Annual
Meeting: Dino J. Bianco
1C. Election of Director to serve for a Mgmt For For
one-year term expiring in 2022 Annual
Meeting: Joan K. Chow
1D. Election of Director to serve for a Mgmt For For
one-year term expiring in 2022 Annual
Meeting: Janice L. Fields
1E. Election of Director to serve for a Mgmt For For
one-year term expiring in 2022 Annual
Meeting: Brian R. Gamache
1F. Election of Director to serve for a Mgmt For For
one-year term expiring in 2022 Annual
Meeting: Andrew Langham
1G. Election of Director to serve for a Mgmt For For
one-year term expiring in 2022 Annual
Meeting: William C. Johnson
2. The approval, on an advisory basis, of the Mgmt For For
compensation of the Company's named
executive officers.
3. The ratification of the appointment of Mgmt For For
Grant Thornton LLP as the Company's
independent registered public accounting
firm for the fiscal year ending December
31, 2021.
4. The approval of an amendment of the Mgmt For For
Welbilt, Inc. 2016 Omnibus Incentive Plan
to authorize an additional 5,000,000 shares
to be reserved for issuance.
* 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) Natixis Funds Trust I
By (Signature) /s/ David L. Giunta
Name David L. Giunta
Title President
Date 08/25/2021