N-PX 1 ess-defiance_npx.txt ANNUAL REPORT FOR PROXY VOTING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY INVESTMENT COMPANY ACT FILE NUMBER: 811-22668 NAME OF REGISTRANT: ETF Series Solutions ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 615 East Michigan Street Milwaukee, WI 53202 NAME AND ADDRESS OF AGENT FOR SERVICE: Kristina R. Nelson ETF Series Solutions 615 East Michigan Street Milwaukee, WI 53202 REGISTRANT'S TELEPHONE NUMBER: 414-765-6076 DATE OF FISCAL YEAR END: 12/31 DATE OF REPORTING PERIOD: 07/01/2021 to 06/30/2022 Defiance Indxx Junior Semiconductor ETF -------------------------------------------------------------------------------------------------------------------------- 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. Defiance Next Gen Conductivity ETF -------------------------------------------------------------------------------------------------------------------------- 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. Defiance Digital Revolution ETF -------------------------------------------------------------------------------------------------------------------------- ARCANE CRYPTO AB Agenda Number: 715424153 -------------------------------------------------------------------------------------------------------------------------- Security: W1R41P109 Meeting Type: AGM Meeting Date: 10-May-2022 Ticker: ISIN: SE0007614722 -------------------------------------------------------------------------------------------------------------------------- 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 VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. ACCOUNTS WITH MULTIPLE BENEFICIAL OWNERS WILL REQUIRE DISCLOSURE OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION CMMT A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY Non-Voting (POA) IS REQUIRED TO LODGE YOUR VOTING INSTRUCTIONS. IF NO POA IS SUBMITTED, YOUR VOTING INSTRUCTIONS MAY BE REJECTED CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED 1 ELECT CHAIRMAN OF MEETING Non-Voting 2 ELECTION OF KEEPER OF THE MINUTES Non-Voting 3 PREPARE AND APPROVE LIST OF SHAREHOLDERS Non-Voting 4 APPROVE AGENDA OF MEETING Non-Voting 5.1 DESIGNATE INSPECTOR OF MINUTES OF MEETING Non-Voting 5.2 DESIGNATE INSPECTOR OF MINUTES OF MEETING Non-Voting 6 ACKNOWLEDGE PROPER CONVENING OF MEETING Non-Voting 7 RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting REPORTS 8.A ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For REPORTS 8.B APPROVE ALLOCATION OF INCOME AND OMISSION Mgmt For For OF DIVIDENDS 8.C.A APPROVE DISCHARGE OF MICHAEL JACKSON Mgmt For For 8.C.B APPROVE DISCHARGE OF VIGGOLEISNER Mgmt For For 8.C.C APPROVE DISCHARGE OF KRISTIAN KIERKEGAARD Mgmt For For 8.C.D APPROVE DISCHARGE OF SIMON SANE BACK Mgmt For For 8.C.E APPROVE DISCHARGE OF TORBJORN JENSSEN Mgmt For For 8.C.F APPROVE DISCHARGE OF JONATAN RAKNES Mgmt For For 8.C.G APPROVE DISCHARGE OF ANNA Mgmt For For 8.C.H APPROVE DISCHARGE OF FREDRI KCRA FOORD Mgmt For For 8.C.I APPROVE DISCHARGE OF TOMMY CARLSTEDT Mgmt For For 8.C.J APPROVE DISCHARGE OF FORMER MEMBER OF JONAS Mgmt For For LITBOR 9.A DETERMINE NUMBER OF MEMBERS (5) AND DEPUTY Mgmt For For MEMBERS 9.B DETERMINE NUMBER OF AUDITORS(1) AND DEPUTY Mgmt For For AUDITORS (0) 10.A APPROVE REMUNERATION OF DIRECTORS IN THE Mgmt For For AMOUNT OF SEK 400,000 FOR CHAIRMAN AND SEK 175,000 FOR OTHER DIRECTORS 10.B APPROVE REMUNERATION OF AUDITORS Mgmt For For 11.A REELECT MICHAEL JACKSON AS BOARD MEMBER Mgmt For For 11.B REELECT VIGGO LEISNER AS BOARD MEMBER Mgmt For For 11.C REELECT SIMON SANEBACK AS BOARD MEMBER Mgmt For For 11.D REELECT KRISTIAN KIERKEGAARDAS BOARD MEMBER Mgmt For For 11.E ELECT KRISTIAN LUNDKVIST AS NEW BOARD Mgmt Against Against MEMBER 11.F REELECT MICHAEL JACKSON AS BOARD CHAIR Mgmt For For 11.G RATIFY RSM STOCKHOLM AB AS AUDITORS Mgmt For For 12 APPROVE ISSUANCE OF UP TO 25 PERCENT OF Mgmt Against Against SHARE CAPITAL WITHOUT PREEMPTIVE RIGHTS -------------------------------------------------------------------------------------------------------------------------- ARGO BLOCKCHAIN PLC Agenda Number: 715762844 -------------------------------------------------------------------------------------------------------------------------- Security: G053A3104 Meeting Type: AGM Meeting Date: 29-Jun-2022 Ticker: ISIN: GB00BZ15CS02 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE THE AUDITED ACCOUNTS OF THE Mgmt For For GROUP FOR THE FINANCIAL PERIOD ENDED 31 DECEMBER 2021 2 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt Against Against REPORT FOR THE FINANCIAL PERIOD ENDED 31 DECEMBER 2021 3 TO REAPPOINT ALEX APPLETON AS A DIRECTOR OF Mgmt For For THE COMPANY 4 TO REAPPOINT SARAH GOW AS A DIRECTOR OF THE Mgmt Against Against COMPANY 5 TO REAPPOINT MARIA PERRELLA AS A DIRECTOR Mgmt Against Against OF THE COMPANY 6 TO REAPPOINT RAGHAV CHOPRA AS A DIRECTOR OF Mgmt For For THE COMPANY 7 TO REAPPOINT PKF LITTLEJOHN LLP AS AUDITORS Mgmt For For OF THE COMPANY 8 TO AUTHORISE THE DIRECTORS TO FIX THE Mgmt For For AUDITORS' REMUNERATION 9 TO APPROVE THE 2022 EQUITY INCENTIVE PLAN Mgmt Against Against 10 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For 11 TO DISAPPLY PRE-EMPTION RIGHTS UP TO 5 PER Mgmt For For CENT OF THE ISSUED SHARE CAPITAL 12 TO DISAPPLY PRE-EMPTION RIGHTS UP TO A Mgmt For For FURTHER 5 PER CENT OF THE ISSUED SHARE CAPITAL IN CONNECTION WITH AN ACQUISITION OR CAPITAL INVESTMENT 13 THAT A GENERAL MEETING OF THE COMPANY, Mgmt For For OTHER THAN AN ANNUAL GENERAL MEETING, MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS' NOTICE 14 TO AUTHORISE THE COMPANY GENERALLY AND Mgmt For For UNCONDITIONALLY TO MAKE MARKET PURCHASES OF ORDINARY SHARES -------------------------------------------------------------------------------------------------------------------------- BANXA HOLDINGS INC Agenda Number: 715239592 -------------------------------------------------------------------------------------------------------------------------- Security: 06683R101 Meeting Type: MIX Meeting Date: 31-Mar-2022 Ticker: ISIN: CA06683R1010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTIONS 1, 4 AND 5 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 2.A TO 2.D AND 3. THANK YOU 1 TO SET THE NUMBER OF DIRECTORS AT FOUR (4) Mgmt For For 2.A ELECTION OF DIRECTOR: DOMENIC CAROSA Mgmt Abstain Against 2.B ELECTION OF DIRECTOR: DORON COHEN Mgmt For For 2.C ELECTION OF DIRECTOR: JOSHUA (JIM) LANDAU Mgmt For For 2.D ELECTION OF DIRECTOR: MATTHEW CAIN Mgmt For For 3 TO APPOINT RSM CANADA LLP, AS AUDITOR OF Mgmt For For THE COMPANY FOR THE ENSUING YEAR AND AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION TO BE PAID TO THE AUDITOR 4 TO CONSIDER AND, IF THOUGHT FIT, TO PASS, Mgmt For For WITH OR WITHOUT VARIATION, AN ORDINARY RESOLUTION APPROVING AND RATIFYING THE COMPANY'S AMENDED AND RESTATED 10% ROLLING STOCK OPTION PLAN, AS MORE PARTICULARLY SET OUT IN THE ACCOMPANYING INFORMATION CIRCULAR 5 TO CONSIDER AND, IF THOUGHT FIT, TO PASS, Mgmt For For WITH OR WITHOUT VARIATION, AN ORDINARY RESOLUTION OF THE DISINTERESTED SHAREHOLDERS APPROVING, CONFIRMING AND RATIFYING THE AMENDMENT TO THE CPC ESCROW AGREEMENT MORE PARTICULARLY SET OUT IN THE ACCOMPANYING INFORMATION CIRCULAR -------------------------------------------------------------------------------------------------------------------------- BITFARMS LTD Agenda Number: 715684141 -------------------------------------------------------------------------------------------------------------------------- Security: 09173B107 Meeting Type: AGM Meeting Date: 21-Jun-2022 Ticker: ISIN: CA09173B1076 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'ABSTAIN' FOR ALL RESOLUTIONS. THANK YOU 1.A ELECTION OF DIRECTOR: EMILIANO JOEL GRODZKI Mgmt Abstain Against 1.B ELECTION OF DIRECTOR: NICOLAS BONTA Mgmt For For 1.C ELECTION OF DIRECTOR: BRIAN HOWLETT Mgmt For For 1.D ELECTION OF DIRECTOR: PIERRE SECCARECCIA Mgmt For For 1.E ELECTION OF DIRECTOR: ANDRES FINKIELSZTAIN Mgmt For For 2 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Mgmt For For AS AUDITOR OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION -------------------------------------------------------------------------------------------------------------------------- BLOCK, INC. Agenda Number: 935629583 -------------------------------------------------------------------------------------------------------------------------- Security: 852234103 Meeting Type: Annual Meeting Date: 14-Jun-2022 Ticker: SQ ISIN: US8522341036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Jack Dorsey Mgmt Withheld Against Paul Deighton Mgmt Withheld Against 2. ADVISORY VOTE ON THE COMPENSATION OF OUR Mgmt For For NAMED EXECUTIVE OFFICERS. 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE Mgmt 1 Year For STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. RATIFICATION OF APPOINTMENT OF ERNST & Mgmt For For YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2022. 5. STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED Shr For Against AT THE MEETING, REGARDING A CHANGE IN STOCKHOLDER VOTING. -------------------------------------------------------------------------------------------------------------------------- CLEANSPARK INC. Agenda Number: 935545890 -------------------------------------------------------------------------------------------------------------------------- Security: 18452B209 Meeting Type: Annual Meeting Date: 15-Mar-2022 Ticker: CLSK ISIN: US18452B2097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Zachary Bradford Mgmt For For S. Matthew Schultz Mgmt For For Larry McNeill Mgmt Withheld Against Dr. Thomas Wood Mgmt Withheld Against Roger Beynon Mgmt Withheld Against 2. Ratification of Selection of MaloneBailey, Mgmt For For LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2022. -------------------------------------------------------------------------------------------------------------------------- CLOUDFLARE, INC. Agenda Number: 935609620 -------------------------------------------------------------------------------------------------------------------------- Security: 18915M107 Meeting Type: Annual Meeting Date: 02-Jun-2022 Ticker: NET ISIN: US18915M1071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Mark Anderson Mgmt Withheld Against Mark Hawkins Mgmt For For Carl Ledbetter Mgmt Withheld Against 2. Ratification of the appointment of KPMG LLP Mgmt For For as our independent registered public accounting firm for our fiscal year ending December 31, 2022. 3. To approve, on an advisory basis, the Mgmt Against Against compensation of our named executive officers. 4. To approve the performance equity awards Mgmt Against Against granted to our co-founders, Matthew Prince and Michelle Zatlyn. -------------------------------------------------------------------------------------------------------------------------- COINBASE GLOBAL, INC. Agenda Number: 935618174 -------------------------------------------------------------------------------------------------------------------------- Security: 19260Q107 Meeting Type: Annual Meeting Date: 01-Jun-2022 Ticker: COIN ISIN: US19260Q1076 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Frederick E. Ehrsam III Mgmt Withheld Against Tobias Lutke Mgmt For For Fred Wilson Mgmt Withheld Against 2. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022. 3. Advisory vote on the compensation of our Mgmt For For named executive officers. 4. Advisory vote on the frequency of future Mgmt 1 Year Against advisory votes on the compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- CORE SCIENTIFIC, INC. Agenda Number: 935582305 -------------------------------------------------------------------------------------------------------------------------- Security: 21873J108 Meeting Type: Annual Meeting Date: 11-May-2022 Ticker: CORZ ISIN: US21873J1088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michael Levitt Mgmt For For Darin Feinstein Mgmt For For Jarvis Hollingsworth Mgmt For For Matt Minnis Mgmt For For Stacie Olivares Mgmt For For Kneeland Youngblood 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, 2022. -------------------------------------------------------------------------------------------------------------------------- DEFI TECHNOLOGIES INC Agenda Number: 715455451 -------------------------------------------------------------------------------------------------------------------------- Security: 24464X106 Meeting Type: MIX Meeting Date: 06-May-2022 Ticker: ISIN: CA24464X1069 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTIONS 3 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 1.A TO 1.E AND 2. THANK YOU 1.A ELECTION OF DIRECTOR: TITO GANDH Mgmt For For 1.B ELECTION OF DIRECTOR: WILLIAM STEERS Mgmt For For 1.C ELECTION OF DIRECTOR: BERNARD WILSON Mgmt For For 1.D ELECTION OF DIRECTOR: RUSSELL STARR Mgmt Abstain Against 1.E ELECTION OF DIRECTOR: KRISZTIAN TOTH Mgmt For For 2 APPOINTMENT OF RSM CANADA LLP AS AUDITOR OF Mgmt For For THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION 3 TO APPROVE A SPECIAL RESOLUTION OF THE Mgmt For For CORPORATION AUTHORIZING AN AMENDMENT TO THE ARTICLES OF THE CORPORATION TO CHANGE THE NAME OF THE CORPORATION TO 1VALOUR INC. OR SUCH OTHER NAME AS MAY BE APPROVED BY THE DIRECTORS OF THE CORPORATION AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR -------------------------------------------------------------------------------------------------------------------------- DRAFTKINGS INC. Agenda Number: 935556348 -------------------------------------------------------------------------------------------------------------------------- Security: 26142R104 Meeting Type: Annual Meeting Date: 19-Apr-2022 Ticker: DKNG ISIN: US26142R1041 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Jason D. Robins Mgmt Withheld Against Harry E. Sloan Mgmt Withheld Against Matthew Kalish Mgmt Withheld Against Paul Liberman Mgmt Withheld Against Woodrow H. Levin Mgmt Withheld Against Shalom Meckenzie Mgmt Withheld Against Jocelyn Moore Mgmt Withheld Against Ryan R. Moore Mgmt Withheld Against Valerie Mosley Mgmt Withheld Against Steven J. Murray Mgmt Withheld Against Marni M. Walden Mgmt Withheld Against Tilman Fertitta Mgmt For For 2. To ratify the appointment of BDO USA, LLP Mgmt For For as our independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. To conduct a non-binding advisory vote on Mgmt For For executive compensation. -------------------------------------------------------------------------------------------------------------------------- EBAY INC. Agenda Number: 935623973 -------------------------------------------------------------------------------------------------------------------------- Security: 278642103 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: EBAY ISIN: US2786421030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Adriane M. Brown Mgmt For For 1b. Election of Director: Logan D. Green Mgmt For For 1c. Election of Director: E. Carol Hayles Mgmt For For 1d. Election of Director: Jamie Iannone Mgmt For For 1e. Election of Director: Kathleen C. Mitic Mgmt For For 1f. Election of Director: Paul S. Pressler Mgmt For For 1g. Election of Director: Mohak Shroff Mgmt For For 1h. Election of Director: Robert H. Swan Mgmt For For 1i. Election of Director: Perry M. Traquina Mgmt For For 2. Ratification of appointment of independent Mgmt For For auditors. 3. Advisory vote to approve named executive Mgmt For For officer compensation. 4. Approval of the Amendment and Restatement Mgmt For For of the eBay Employee Stock Purchase Plan. 5. Special Shareholder Meeting, if properly Shr For Against presented. -------------------------------------------------------------------------------------------------------------------------- ETHER CAPITAL CORPORATION Agenda Number: 715701098 -------------------------------------------------------------------------------------------------------------------------- Security: 29764T101 Meeting Type: MIX Meeting Date: 28-Jun-2022 Ticker: ISIN: CA29764T1012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTION 1 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 2.A TO 2.G AND 3. THANK YOU 1 TO PASS, WITH OR WITHOUT VARIATION, A Mgmt For For SPECIAL RESOLUTION, THE FULL TEXT OF WHICH IS SET FORTH IN SCHEDULE A TO THE ACCOMPANYING INFORMATION CIRCULAR, FIXING THE NUMBER OF DIRECTORS OF THE CORPORATION TO BE ELECTED AT THE MEETING AT SEVEN AND AUTHORIZING AND EMPOWERING THE DIRECTORS TO DETERMINE THE NUMBER OF DIRECTORS OF THE CORPORATION FROM TIME TO TIME WITHIN THE MINIMUM AND MAXIMUM NUMBERS PROVIDED IN THE ARTICLES OF THE CORPORATION AND THE NUMBER OF DIRECTORS OF THE CORPORATION TO BE ELECTED AT THE ANNUAL MEETING OF THE SHAREHOLDERS OF THE CORPORATION 2.A ELECTION OF DIRECTOR: BRIAN MOSOFF Mgmt For For 2.B ELECTION OF DIRECTOR: SOM SEIF Mgmt For For 2.C ELECTION OF DIRECTOR: JOHN RUFFOLO Mgmt For For 2.D ELECTION OF DIRECTOR: BORIS WERTZ Mgmt For For 2.E ELECTION OF DIRECTOR: LIAM HORNE Mgmt For For 2.F ELECTION OF DIRECTOR: COLLEEN MCMORROW Mgmt For For 2.G ELECTION OF DIRECTOR: CAMILLO DI PRATA Mgmt For For 3 APPOINTMENT OF ERNST & YOUNG LLP AS AUDITOR Mgmt For For OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION -------------------------------------------------------------------------------------------------------------------------- FUNKO, INC. Agenda Number: 935595302 -------------------------------------------------------------------------------------------------------------------------- Security: 361008105 Meeting Type: Annual Meeting Date: 24-May-2022 Ticker: FNKO ISIN: US3610081057 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michael Lunsford Mgmt Withheld Against Andrew Perlmutter Mgmt For For 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as our independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- GAMESTOP CORP. Agenda Number: 935616726 -------------------------------------------------------------------------------------------------------------------------- Security: 36467W109 Meeting Type: Annual Meeting Date: 02-Jun-2022 Ticker: GME ISIN: US36467W1099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director to serve until the Mgmt For For next Annual meeting: Matthew Furlong 1.2 Election of Director to serve until the Mgmt For For next Annual meeting: Alain (Alan) Attal 1.3 Election of Director to serve until the Mgmt For For next Annual meeting: Lawrence (Larry) Cheng 1.4 Election of Director to serve until the Mgmt For For next Annual meeting: Ryan Cohen 1.5 Election of Director to serve until the Mgmt For For next Annual meeting: James (Jim) Grube 1.6 Election of Director to serve until the Mgmt For For next Annual meeting: Yang Xu 2. Adopt and approve the GameStop Corp. 2022 Mgmt Against Against Incentive Plan. 3. Provide an advisory, non-binding vote on Mgmt For For the compensation of our named executive officers. 4. Ratify our Audit Committee's appointment of Mgmt For For Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending January 28, 2023. 5. Approve an amendment to our Third Amended Mgmt Against Against and Restated Certificate of Incorporation to increase the number of authorized shares of our Class A Common Stock to 1,000,000,000. -------------------------------------------------------------------------------------------------------------------------- HUT 8 MINING CORP Agenda Number: 715650102 -------------------------------------------------------------------------------------------------------------------------- Security: 44812T102 Meeting Type: AGM Meeting Date: 16-Jun-2022 Ticker: ISIN: CA44812T1021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 1.1 TO 1.5 AND 2. THANK YOU 1.1 ELECTION OF DIRECTOR: BILL TAI Mgmt For For 1.2 ELECTION OF DIRECTOR: JOSEPH FLINN Mgmt For For 1.3 ELECTION OF DIRECTOR: JAIME LEVERTON Mgmt For For 1.4 ELECTION OF DIRECTOR: K. ALEXIA HEFTI Mgmt Abstain Against 1.5 ELECTION OF DIRECTOR: RICK RICKERTSEN Mgmt For For 2 RATIFICATION AND APPOINTMENT OF RAYMOND Mgmt For For CHABOT GRANT THORNTON LLP, CHARTERED PROFESSIONAL ACCOUNTANTS, AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE BOARD OF DIRECTORS OF THE CORPORATION TO FIX THEIR REMUNERATION, AS FURTHER DESCRIBED IN THE MANAGEMENT INFORMATION CIRCULAR OF THE CORPORATION DATED APRIL 29, 2022 -------------------------------------------------------------------------------------------------------------------------- MARATHON DIGITAL HOLDINGS INC. Agenda Number: 935646983 -------------------------------------------------------------------------------------------------------------------------- Security: 565788106 Meeting Type: Annual Meeting Date: 24-Jun-2022 Ticker: MARA ISIN: US5657881067 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class II Director for a Mgmt Withheld Against three-year term expiring in 2025: Georges Antoun 1b. Election of Class II Director for a Mgmt Withheld Against three-year term expiring in 2025: Jay Leupp 2. The ratification of the appointment of Mgmt For For Marcum LLP, as the Company's independent registered certified public accountant for the fiscal year ended December 31, 2022. 3. To transact such other business as may be Mgmt Against Against properly brought before the 2022 Annual Meeting and any adjournments thereof. -------------------------------------------------------------------------------------------------------------------------- MAWSON INFRASTRUCTURE GROUP INC Agenda Number: 935600139 -------------------------------------------------------------------------------------------------------------------------- Security: 57778N208 Meeting Type: Annual Meeting Date: 18-May-2022 Ticker: MIGI ISIN: US57778N2080 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director to serve until the Mgmt For For 2023 Annual Meeting: Greg Martin 1.2 Election of Director to serve until the Mgmt For For 2023 Annual Meeting: James Manning 1.3 Election of Director to serve until the Mgmt For For 2023 Annual Meeting: Michael Hughes 1.4 Election of Director to serve until the Mgmt For For 2023 Annual Meeting: Yossi Keret 2. To ratify the appointment of LNP Audit and Mgmt For For Assurance International Pty Ltd as our independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. An advisory vote to approve the Mgmt For For compensation paid to the Company's named executive officers (Say-on-Pay). 4. An advisory vote on the frequency of future Mgmt 1 Year Against advisory votes to approve the compensation of our named executive officers (Say- on-Frequency). -------------------------------------------------------------------------------------------------------------------------- MOGO INC Agenda Number: 715812562 -------------------------------------------------------------------------------------------------------------------------- Security: 60800C109 Meeting Type: AGM Meeting Date: 28-Jun-2022 Ticker: ISIN: CA60800C1095 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTIONS 3 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 1.1 TO 1.6 AND 2. THANK YOU. CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 742820 DUE TO RECEIVED CHANGE IN RECORD DATE FROM 14 MAY 2022 TO 24 MAY 2022. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1.1 ELECTION OF DIRECTOR: DAVID FELLER Mgmt Abstain Against 1.2 ELECTION OF DIRECTOR: GREGORY FELLER Mgmt Abstain Against 1.3 ELECTION OF DIRECTOR: MICHAEL WEKERLE Mgmt Abstain Against 1.4 ELECTION OF DIRECTOR: CHRISTOPHER PAYNE Mgmt For For 1.5 ELECTION OF DIRECTOR: LIAM CHEUNG Mgmt Abstain Against 1.6 ELECTION OF DIRECTOR: WENDY RUDD Mgmt For For 2 APPOINTMENT OF KPMG LLP AS AUDITORS OF THE Mgmt For For COMPANY FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION 3 TO CONSIDER, AND, IF THOUGHT ADVISABLE, TO Mgmt Against Against PASS, WITH OR WITHOUT AMENDMENT, AN ORDINARY RESOLUTION APPROVING THE RENEWAL OF THE COMPANY'S STOCK OPTION PLAN (THE "STOCK OPTION PLAN") AND ALL UNALLOCATED OPTIONS UNDER THE STOCK OPTION PLAN -------------------------------------------------------------------------------------------------------------------------- PLBY GROUP, INC. Agenda Number: 935649977 -------------------------------------------------------------------------------------------------------------------------- Security: 72814P109 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: PLBY ISIN: US72814P1093 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Ben Kohn Mgmt Withheld Against Suhail Rizvi Mgmt Withheld Against Juliana F. Hill Mgmt For For 2. Ratification of the appointment of BDO USA, Mgmt For For LLP as our independent registered public accounting firm for the year ending December 31, 2022. 3. An advisory vote to recommend the frequency Mgmt 1 Year For of executive compensation votes. -------------------------------------------------------------------------------------------------------------------------- SILVERGATE CAPITAL CORPORATION Agenda Number: 935611726 -------------------------------------------------------------------------------------------------------------------------- Security: 82837P408 Meeting Type: Annual Meeting Date: 10-Jun-2022 Ticker: SI ISIN: US82837P4081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. AMEND THE COMPANY'S ARTICLES TO DECLASSIFY Mgmt For For THE BOARD OF DIRECTORS AND PROVIDE FOR THE ANNUAL ELECTION OF ALL DIRECTORS. 2. AMEND THE COMPANY'S ARTICLES TO CANCEL THE Mgmt For For CLASS B NON-VOTING COMMON STOCK AND RE-ALLOCATE SUCH SHARES TO THE COMPANY'S CLASS A COMMON STOCK. 3. AMEND THE COMPANY'S ARTICLES TO ALLOW FOR Mgmt For For REMOVAL OF DIRECTORS WITH OR WITHOUT CAUSE BY MAJORITY VOTE OF THE STOCKHOLDERS. 4. AMEND THE COMPANY'S ARTICLES TO AUTHORIZE Mgmt For For AMENDMENTS TO ELIMINATE CERTAIN SUPERMAJORITY VOTING REQUIREMENTS TO AMEND CERTAIN PROVISIONS OF THE COMPANY'S ARTICLES AND BYLAWS. 5A. Election of Director: Alan J. Lane - Class Mgmt Against Against I (term expires 2023, or 2025 if PROPOSAL 1 is not approved) 5B. Election of Director: Aanchal Gupta - Class Mgmt Against Against I (term expires 2023, or 2025 if PROPOSAL 1 is not approved) 5C. Election of Director: Rebecca Rettig - Mgmt For For Class I (term expires 2023, or 2025 if PROPOSAL 1 is not approved) 6. RATIFY THE APPOINTMENT OF CROWE LLP AS THE Mgmt For For COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2022. -------------------------------------------------------------------------------------------------------------------------- STRONGHOLD DIGITAL MINING, INC Agenda Number: 935639736 -------------------------------------------------------------------------------------------------------------------------- Security: 86337R103 Meeting Type: Annual Meeting Date: 16-Jun-2022 Ticker: SDIG ISIN: US86337R1032 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Gregory A. Beard Mgmt For For William B. Spence Mgmt For For Sarah P. James Mgmt For For Indira Agarwal Mgmt For For Matthew J. Smith Mgmt For For Thomas J. Pacchia Mgmt For For T. R. Trowbridge, IV Mgmt For For -------------------------------------------------------------------------------------------------------------------------- TERAWULF INC. Agenda Number: 935651201 -------------------------------------------------------------------------------------------------------------------------- Security: 88080T104 Meeting Type: Annual Meeting Date: 22-Jun-2022 Ticker: WULF ISIN: US88080T1043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Paul B. Prager Mgmt Withheld Against Nazar M. Khan Mgmt Withheld Against Kerri M. Langlais Mgmt Withheld Against Michael C. Bucella Mgmt For For Walter E. Carter Mgmt For For Catherine J. Motz Mgmt For For Jason G. New Mgmt For For Steven T. Pincus Mgmt For For Lisa A. Prager Mgmt Withheld Against 2. The approval, on a non-binding, advisory Mgmt For For basis, of the compensation of our named executive officers ("Say-on-Pay"). 3. The ratification of the appointment of RSM Mgmt For For US LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. Defiance Hotel, Airline, and Cruise ETF -------------------------------------------------------------------------------------------------------------------------- ACCOR SA Agenda Number: 715417906 -------------------------------------------------------------------------------------------------------------------------- Security: F00189120 Meeting Type: MIX Meeting Date: 20-May-2022 Ticker: ISIN: FR0000120404 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting DIRECTLY WITH A FRENCH CUSTODIAN, VOTING INSTRUCTIONS WILL BE FORWARDED TO YOUR GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE GLOBAL CUSTODIAN AS THE REGISTERED INTERMEDIARY WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN FOR LODGMENT. CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting VOTING OPTION. FOR ANY ADDITIONAL RESOLUTIONS RAISED AT THE MEETING THE VOTING INSTRUCTION WILL DEFAULT TO 'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING THE PROXY CARD, THE VOTING INSTRUCTION WILL DEFAULT TO THE PREFERENCE OF YOUR CUSTODIAN. CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED. CMMT DUE TO THE COVID19 CRISIS AND IN ACCORDANCE Non-Voting 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 SHAREHOLDERS. TO COMPLY WITH THESE LAWS, PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND THE MEETING IN PERSON. THE COMPANY ENCOURAGES ALL SHAREHOLDERS TO REGULARLY CONSULT THE COMPANY WEBSITE TO VIEW ANY CHANGES TO THIS POLICY. 1 APPROVAL OF THE PARENT COMPANY FINANCIAL Mgmt For For STATEMENTS AND THE REPORTS THEREON FOR THE YEAR ENDED DECEMBER 31, 2021 2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For STATEMENTS AND THE REPORTS THEREON FOR THE YEAR ENDED DECEMBER 31, 2021 3 APPROPRIATION OF RESULT FOR THE YEAR ENDED Mgmt For For DECEMBER 31, 2021 4 APPOINTMENT OF MRS. ASMA ABDULRAHMAN Mgmt For For AL-KHULAIFI AS DIRECTOR OF THE COMPANY 5 APPOINTMENT OF MR. UGO ARZANI AS DIRECTOR Mgmt For For OF THE COMPANY 6 APPOINTMENT OF MRS. H L NE AURIOL POTIER AS Mgmt For For DIRECTOR OF THE COMPANY 7 RENEWAL OF MRS. QIONGER JIANG AS DIRECTOR Mgmt For For OF THE COMPANY 8 RENEWAL OF MR. NICOLAS SARKOZY AS DIRECTOR Mgmt For For OF THE COMPANY 9 RENEWAL OF MRS. ISABELLE SIMON AS DIRECTOR Mgmt For For OF THE COMPANY 10 RENEWAL OF MR. SARMAD ZOK AS DIRECTOR OF Mgmt For For THE COMPANY 11 APPROVAL OF THE REPORT ON COMPENSATION OF Mgmt For For THE EXECUTIVE OFFICERS FOR THE YEAR ENDED DECEMBER 31, 2021 (EX POST SAY ON PAY) 12 APPROVAL OF THE FIXED, VARIABLE AND Mgmt Against Against EXCEPTIONAL COMPONENTS OF THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING OR AWARDED FOR THE YEAR ENDED DECEMBER 31, 2021, TO MR. S BASTIEN BAZIN AS CHAIRMAN AND CHIEF EXECUTIVE OFFICER (EX POST SAY ON PAY) 13 APPROVAL OF THE COMPENSATION POLICY Mgmt For For APPLICABLE TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER FOR 2022 (EX ANTE SAY ON PAY) 14 APPROVAL OF THE COMPENSATION POLICY Mgmt For For APPLICABLE TO THE DIRECTORS FOR 2022 (EX ANTE SAY ON PAY) 15 APPROVAL OF A RELATED-PARTY AGREEMENT - Mgmt For For SPECIAL REPORT OF THE STATUTORY AUDITORS 16 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO Mgmt For For TRADE IN THE COMPANY'S SHARES 17 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO Mgmt For For GRANT PERFORMANCE SHARES TO EMPLOYEES OR EXECUTIVE OFFICERS 18 RESTRICTION ON THE NUMBER OF PERFORMANCE Mgmt For For SHARES THAT MAY BE GRANTED TO EXECUTIVE OFFICERS OF THE COMPANY 19 DELEGATION TO THE BOARD OF DIRECTORS TO Mgmt For For ISSUE ORDINARY SHARES OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL TO THE BENEFIT OF MEMBERS OF AN ACCOR GROUP SAVINGS PLAN (PLAN D' PARGNE ENTREPRISE) WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS FOR EXISTING SHAREHOLDERS 20 DELEGATION TO THE BOARD OF DIRECTORS TO Mgmt Against Against ISSUE FREE SHARE WARRANTS TO SHAREHOLDERS IN THE EVENT OF A PUBLIC OFFER ON THE SHARES OF THE COMPANY 21 POWERS TO CARRY OUT LEGAL FORMALITIES Mgmt For For CMMT 11 APR 2022: INTERMEDIARY CLIENTS ONLY - Non-Voting PLEASE NOTE THAT IF YOU ARE CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE 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 TYPICALLY BE RELEASED FROM ESCROW AS SOON AS PRACTICABLE ON RECORD DATE +1 DAY (OR ON MEETING DATE +1 DAY IF NO RECORD DATE APPLIES) UNLESS OTHERWISE SPECIFIED, AND ONLY AFTER THE AGENT HAS CONFIRMED AVAILABILIY OF THE POSITION. IN ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED POSITION MUST BE BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN THE CREST SYSTEM. BY VOTING ON THIS MEETING, YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY USE YOUR VOTE INSTRUCTION AS THE AUTHORIZATION TO TAKE THE NECESSARY ACTION WHICH WILL INCLUDE TRANSFERRING YOUR INSTRUCTED POSITION TO ESCROW. PLEASE CONTACT YOUR CREST SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR FURTHER INFORMATION ON THE CUSTODY PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE INSTRUCTIONS FROM YOU CMMT 11 APR 2022: PLEASE NOTE THAT IMPORTANT Non-Voting ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://fr.ftp.opendatasoft.com/datadila/JO /BALO/pdf/2022/0408/202204082200799.pdf AND PLEASE NOTE THAT THIS IS A 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 -------------------------------------------------------------------------------------------------------------------------- AIR CANADA Agenda Number: 715209462 -------------------------------------------------------------------------------------------------------------------------- Security: 008911877 Meeting Type: AGM Meeting Date: 28-Mar-2022 Ticker: ISIN: CA0089118776 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTION 4 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 1.1 TO 1.12 AND 3, 5 . THANK YOU 1.1 ELECTION OF DIRECTOR: AMEE CHANDE Mgmt No vote 1.2 ELECTION OF DIRECTOR: CHRISTIE J.B. CLARK Mgmt No vote 1.3 ELECTION OF DIRECTOR: GARY A. DOER Mgmt No vote 1.4 ELECTION OF DIRECTOR: ROB FYFE Mgmt No vote 1.5 ELECTION OF DIRECTOR: MICHAEL M. GREEN Mgmt No vote 1.6 ELECTION OF DIRECTOR: JEAN MARC HUOT Mgmt No vote 1.7 ELECTION OF DIRECTOR: MADELEINE PAQUIN Mgmt No vote 1.8 ELECTION OF DIRECTOR: MICHAEL ROUSSEAU Mgmt No vote 1.9 ELECTION OF DIRECTOR: VAGN SORENSEN Mgmt No vote 1.10 ELECTION OF DIRECTOR: KATHLEEN TAYLOR Mgmt No vote 1.11 ELECTION OF DIRECTOR: ANNETTE VERSCHUREN Mgmt No vote 1.12 ELECTION OF DIRECTOR: MICHAEL M. WILSON Mgmt No vote 2 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, Mgmt No vote AS AUDITORS 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt No vote CONSIDERATION AND APPROVAL IN AN ADVISORY, NON-BINDING CAPACITY OF A RESOLUTION, IN THE FORM SET OUT IN SCHEDULE "A" OF THE MANAGEMENT PROXY CIRCULAR, IN RESPECT OF AIR CANADA'S APPROACH TO EXECUTIVE COMPENSATION, AS MORE PARTICULARLY DESCRIBED IN THE MANAGEMENT PROXY CIRCULAR CMMT PLEASE NOTE THAT: "FOR" = CANADIAN, Non-Voting "ABSTAIN" = NON-CANADIAN HOLDER AUTHORIZED TO PROVIDE AIR SERVICE, "AGAINST" = NON-CANADIAN WHO IS NOT A NON-CANADIAN HOLDER AUTHORIZED TO PROVIDE AIR SERVICE 4 DECLARATION OF CANADIAN STATUS THE Mgmt No vote UNDERSIGNED CERTIFIES THAT IT HAS MADE REASONABLE INQUIRIES AS TO THE CANADIAN STATUS OF THE REGISTERED HOLDER AND THE BENEFICIAL OWNER OF THE SHARES REPRESENTED BY THIS VOTING INSTRUCTION FORM AND HAS READ THE DEFINITIONS FOUND BELOW SO AS TO MAKE AN ACCURATE DECLARATION OF CANADIAN STATUS. NOTE: "FOR" = CANADIAN, "AGAINST" = NON-CANADIAN HOLDER AUTHORIZED TO PROVIDE AIR SERVICE, "ABSTAIN" = NON-CANADIAN WHO IS NOT A NONCANADIAN HOLDER AUTHORIZED TO PROVIDE AIR SERVICE. NO VOTE ENTERED: SHARES WILL BE VOTED AS MANAGEMENT RECOMMENDS CMMT PLEASE NOTE THAT: "FOR" = YES, "AGAINST" = Non-Voting NO, AND IF NOT MARKED WILL BE TREATED AS A NO VOTE 5 DECLARATION OF THE LEVEL OF OWNERSHIP OR Mgmt No vote CONTROL THE UNDERSIGNED HEREBY CERTIFIES THAT THE AIR CANADA SHARES OWNED OR CONTROLLED BY THE UNDERSIGNED, INCLUDING THE AIR CANADA SHARES HELD BY PERSONS IN AFFILIATION WITH THE UNDERSIGNED, REPRESENT 10% OR MORE OF AIR CANADA'S ISSUED AND OUTSTANDING CLASS A VARIABLE VOTING SHARES AND CLASS B VOTING SHARES ON A COMBINED BASIS. NOTE: "FOR" = YES, "AGAINST" = NO, AND IF NOT MARKED WILL BE TREATED AS A NO VOTE -------------------------------------------------------------------------------------------------------------------------- AIR CHINA LTD Agenda Number: 714268580 -------------------------------------------------------------------------------------------------------------------------- Security: Y002A6104 Meeting Type: EGM Meeting Date: 20-Jul-2021 Ticker: ISIN: CNE1000001S0 -------------------------------------------------------------------------------------------------------------------------- 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/2021/0602/2021060202027.pdf AND https://www1.hkexnews.hk/listedco/listconew s/sehk/2021/0602/2021060202016.pdf 1 TO CONSIDER AND APPROVE THE APPOINTMENT OF Mgmt For For MR. MA CHONGXIAN AS AN EXECUTIVE DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- AIR CHINA LTD Agenda Number: 714981734 -------------------------------------------------------------------------------------------------------------------------- Security: Y002A6104 Meeting Type: EGM Meeting Date: 30-Dec-2021 Ticker: ISIN: CNE1000001S0 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 662481 DUE TO ADDITION OF RESOLUTIONS 2 TO 5. 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 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/2021/1111/2021111100762.pdf, 1.1 TO CONSIDER AND APPROVE THE FOLLOWING Mgmt For For CONTINUING CONNECTED TRANSACTION AGREEMENTS, THE TRANSACTIONS CONTEMPLATED THEREUNDER AND THE RESPECTIVE ANNUAL CAPS: THE GOVERNMENT CHARTER FLIGHT SERVICE FRAMEWORK AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND CNAHC ON 29 OCTOBER 2021 1.2 TO CONSIDER AND APPROVE THE FOLLOWING Mgmt For For CONTINUING CONNECTED TRANSACTION AGREEMENTS, THE TRANSACTIONS CONTEMPLATED THEREUNDER AND THE RESPECTIVE ANNUAL CAPS: THE COMPREHENSIVE SERVICES FRAMEWORK AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND CNAHC ON 29 OCTOBER 2021 1.3 TO CONSIDER AND APPROVE THE FOLLOWING Mgmt For For CONTINUING CONNECTED TRANSACTION AGREEMENTS, THE TRANSACTIONS CONTEMPLATED THEREUNDER AND THE RESPECTIVE ANNUAL CAPS: THE PROPERTIES LEASING FRAMEWORK AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND CNAHC ON 29 OCTOBER 2021 1.4 TO CONSIDER AND APPROVE THE FOLLOWING Mgmt For For CONTINUING CONNECTED TRANSACTION AGREEMENTS, THE TRANSACTIONS CONTEMPLATED THEREUNDER AND THE RESPECTIVE ANNUAL CAPS: THE MEDIA SERVICES FRAMEWORK AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND CNAMC ON 29 OCTOBER 2021 1.5 TO CONSIDER AND APPROVE THE FOLLOWING Mgmt For For CONTINUING CONNECTED TRANSACTION AGREEMENTS, THE TRANSACTIONS CONTEMPLATED THEREUNDER AND THE RESPECTIVE ANNUAL CAPS: THE CONSTRUCTION PROJECT COMMISSIONED MANAGEMENT FRAMEWORK AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND CNACD ON 29 OCTOBER 2021 2 TO CONSIDER AND APPROVE THE REVISION OF THE Mgmt For For EXISTING ANNUAL CAPS APPLICABLE TO CONTRACTING OPERATION INCOME OF THE BELLYHOLD SPACE BUSINESS PAYABLE BY ACC GROUP TO THE GROUP UNDER THE NEW ACC FRAMEWORK AGREEMENT AND THE REVISED ANNUAL CAPS FOR THE TWO YEARS ENDING 31 DECEMBER 2021 AND 2022, RESPECTIVELY 3 TO CONSIDER AND APPROVE THE PROPOSED Mgmt Against Against AMENDMENTS TO THE ARTICLES OF ASSOCIATION AS SET OUT IN APPENDIX II TO THE SUPPLEMENTAL CIRCULAR 4 TO CONSIDER AND APPROVE THE PROPOSED Mgmt For For AMENDMENTS TO THE RULES AND PROCEDURES OF SHAREHOLDERS' MEETINGS AS SET OUT IN APPENDIX III TO THE SUPPLEMENTAL CIRCULAR 5 TO CONSIDER AND APPROVE THE PROPOSED Mgmt Against Against AMENDMENTS TO THE RULES AND PROCEDURES OF MEETINGS OF THE BOARD AS SET OUT IN APPENDIX IV TO THE SUPPLEMENTAL CIRCULAR -------------------------------------------------------------------------------------------------------------------------- AIR CHINA LTD Agenda Number: 715156875 -------------------------------------------------------------------------------------------------------------------------- Security: Y002A6104 Meeting Type: EGM Meeting Date: 25-Feb-2022 Ticker: ISIN: CNE1000001S0 -------------------------------------------------------------------------------------------------------------------------- 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/2022/0208/2022020801785.pdf AND https://www1.hkexnews.hk/listedco/listconew s/sehk/2022/0208/2022020801797.pdf 1 TO CONSIDER AND APPROVE THE REMUNERATION Mgmt For For PLAN OF THE DIRECTORS OF THE SIXTH SESSION OF THE BOARD (THE "BOARD") OF DIRECTORS (THE "DIRECTOR(S)") OF THE COMPANY 2 TO CONSIDER AND APPROVE THE REMUNERATION Mgmt For For PLAN OF THE SHAREHOLDER REPRESENTATIVE SUPERVISORS (THE "SUPERVISOR(S)") OF THE SIXTH SESSION OF THE SUPERVISORY COMMITTEE (THE "SUPERVISORY COMMITTEE") OF THE COMPANY CMMT PLEASE NOTE THAT PER THE AGENDA PUBLISHED Non-Voting BY THE ISSUER, AGAINST AND ABSTAIN VOTES FOR RESOLUTIONS 3.1 THROUGH 3.4 WILL BE PROCESSED AS TAKE NO ACTION BY THE LOCAL CUSTODIAN BANKS. ONLY FOR VOTES FOR THESE RESOLUTIONS WILL BE LODGED IN THE MARKET 3.1 TO CONSIDER AND APPROVE THE ELECTION OF MR. Mgmt For For SONG ZHIYONG AS AN EXECUTIVE DIRECTOR OF THE SIXTH SESSION OF THE BOARD 3.2 TO CONSIDER AND APPROVE THE ELECTION OF MR. Mgmt For For MA CHONGXIAN AS AN EXECUTIVE DIRECTOR OF THE SIXTH SESSION OF THE BOARD 3.3 TO CONSIDER AND APPROVE THE ELECTION OF MR. Mgmt For For FENG GANG AS A NON-EXECUTIVE DIRECTOR OF THE SIXTH SESSION OF THE BOARD 3.4 TO CONSIDER AND APPROVE THE ELECTION OF MR. Mgmt For For PATRICK HEALY AS A NON-EXECUTIVE DIRECTOR OF THE SIXTH SESSION OF THE BOARD CMMT PLEASE NOTE THAT PER THE AGENDA PUBLISHED Non-Voting BY THE ISSUER, AGAINST AND ABSTAIN VOTES FOR RESOLUTIONS 4.1 THROUGH 4.4 WILL BE PROCESSED AS TAKE NO ACTION BY THE LOCAL CUSTODIAN BANKS. ONLY FOR VOTES FOR THESE RESOLUTIONS WILL BE LODGED IN THE MARKET 4.1 TO CONSIDER AND APPROVE THE ELECTION OF MR. Mgmt For For LI FUSHEN AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE SIXTH SESSION OF THE BOARD 4.2 TO CONSIDER AND APPROVE THE ELECTION OF MR. Mgmt For For HE YUN AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE SIXTH SESSION OF THE BOARD 4.3 TO CONSIDER AND APPROVE THE ELECTION OF MR. Mgmt For For XU JUNXIN AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE SIXTH SESSION OF THE BOARD 4.4 TO CONSIDER AND APPROVE THE ELECTION OF MS. Mgmt For For WINNIE TAM WAN-CHI AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE SIXTH SESSION OF THE BOARD CMMT PLEASE NOTE THAT PER THE AGENDA PUBLISHED Non-Voting BY THE ISSUER, AGAINST AND ABSTAIN VOTES FOR RESOLUTIONS 5.1 THROUGH 5.3 WILL BE PROCESSED AS TAKE NO ACTION BY THE LOCAL CUSTODIAN BANKS. ONLY FOR VOTES FOR THESE RESOLUTIONS WILL BE LODGED IN THE MARKET 5.1 TO CONSIDER AND APPROVE THE ELECTION OF MR. Mgmt For For HE CHAOFAN AS A SHAREHOLDER REPRESENTATIVE SUPERVISOR OF THE SIXTH SESSION OF THE SUPERVISORY COMMITTEE 5.2 TO CONSIDER AND APPROVE THE ELECTION OF MS. Mgmt For For LYU YANFANG AS A SHAREHOLDER REPRESENTATIVE SUPERVISOR OF THE SIXTH SESSION OF THE SUPERVISORY COMMITTEE 5.3 TO CONSIDER AND APPROVE THE ELECTION OF MS. Mgmt For For GUO LINA AS A SHAREHOLDER REPRESENTATIVE SUPERVISOR OF THE SIXTH SESSION OF THE SUPERVISORY COMMITTEE -------------------------------------------------------------------------------------------------------------------------- AIR CHINA LTD Agenda Number: 715571801 -------------------------------------------------------------------------------------------------------------------------- Security: Y002A6104 Meeting Type: AGM Meeting Date: 25-May-2022 Ticker: ISIN: CNE1000001S0 -------------------------------------------------------------------------------------------------------------------------- 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/2022/0429/2022042902756.pdf https://www1.hkexnews.hk/listedco/listconew s/sehk/2022/0429/2022042902787.pdf 1 TO CONSIDER AND APPROVE THE 2021 WORK Mgmt For For REPORT OF THE BOARD OF DIRECTORS (THE BOARD) OF THE COMPANY 2 TO CONSIDER AND APPROVE THE 2021 WORK Mgmt For For REPORT OF THE SUPERVISORY COMMITTEE OF THE COMPANY 3 TO CONSIDER AND APPROVE THE AUDITED Mgmt For For CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR 2021 PREPARED UNDER THE PRC ACCOUNTING STANDARDS AND THE INTERNATIONAL FINANCIAL REPORTING STANDARDS 4 TO CONSIDER AND APPROVE THE PROFIT Mgmt For For DISTRIBUTION PROPOSAL FOR THE YEAR 2021 5 TO CONSIDER AND APPROVE THE RE-APPOINTMENT Mgmt For For OF DELOITTE TOUCHE TOHMATSU AS THE COMPANYS INTERNATIONAL AUDITOR FOR THE YEAR 2022 AND DELOITTE TOUCHE TOHMATSU CERTIFIED PUBLIC ACCOUNTANTS LLP AS THE COMPANYS DOMESTIC AUDITOR AND INTERNAL CONTROL AUDITOR FOR THE YEAR 2022, AND TO AUTHORIZE THE AUDIT AND RISK MANAGEMENT COMMITTEE (THE SUPERVISION COMMITTEE) TO DETERMINE THEIR REMUNERATIONS FOR THE YEAR 2022 6 TO CONSIDER AND APPROVE THE RESOLUTION IN Mgmt Against Against RELATION TO THE GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE DEBT FINANCING INSTRUMENTS -------------------------------------------------------------------------------------------------------------------------- AIR FRANCE - KLM Agenda Number: 715514736 -------------------------------------------------------------------------------------------------------------------------- Security: F01699135 Meeting Type: MIX Meeting Date: 24-May-2022 Ticker: ISIN: FR0000031122 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting DIRECTLY WITH A FRENCH CUSTODIAN, VOTING INSTRUCTIONS WILL BE FORWARDED TO YOUR GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE GLOBAL CUSTODIAN AS THE REGISTERED INTERMEDIARY WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN FOR LODGMENT. CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting VOTING OPTION. FOR ANY ADDITIONAL RESOLUTIONS RAISED AT THE MEETING THE VOTING INSTRUCTION WILL DEFAULT TO 'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING THE PROXY CARD, THE VOTING INSTRUCTION WILL DEFAULT TO THE PREFERENCE OF YOUR CUSTODIAN. CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED. CMMT DUE TO THE COVID19 CRISIS AND IN ACCORDANCE Non-Voting 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 SHAREHOLDERS. TO COMPLY WITH THESE LAWS, PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND THE MEETING IN PERSON. THE COMPANY ENCOURAGES ALL SHAREHOLDERS TO REGULARLY CONSULT THE COMPANY WEBSITE TO VIEW ANY CHANGES TO THIS POLICY. CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE AT THIS MEETING, YOU (OR YOUR CREST SPONSORED MEMBER/CUSTODIAN) WILL BE REQUIRED TO INSTRUCT A TRANSFER OF THE RELEVANT CDIS TO THE ESCROW ACCOUNT SPECIFIED IN THE ASSOCIATED CORPORATE EVENT IN THE CREST SYSTEM. THIS TRANSFER WILL NEED TO BE COMPLETED BY THE SPECIFIED CREST SYSTEM DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE CDIS WILL BE BLOCKED IN THE CREST SYSTEM. THE CDIS WILL TYPICALLY BE RELEASED FROM ESCROW AS SOON AS PRACTICABLE ON RECORD DATE +1 DAY (OR ON MEETING DATE +1 DAY IF NO RECORD DATE APPLIES) UNLESS OTHERWISE SPECIFIED, AND ONLY AFTER THE AGENT HAS CONFIRMED AVAILABILIY OF THE POSITION. IN ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED POSITION MUST BE BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN THE CREST SYSTEM. BY VOTING ON THIS MEETING, YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY USE YOUR VOTE INSTRUCTION AS THE AUTHORIZATION TO TAKE THE NECESSARY ACTION WHICH WILL INCLUDE TRANSFERRING YOUR INSTRUCTED POSITION TO ESCROW. PLEASE CONTACT YOUR CREST SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR FURTHER INFORMATION ON THE CUSTODY PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE INSTRUCTIONS FROM YOU CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting THAT IF YOU ARE CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE CMMT 22 APR 2022: PLEASE NOTE THAT IMPORTANT Non-Voting ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://fr.ftp.opendatasoft.com/datadila/JO /BALO/pdf/2022/0418/202204182200944.pdf AND PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF THE TEXT OF RESOLUTION 5. 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 STATUTORY FINANCIAL Mgmt For For STATEMENTS AND TRANSACTIONS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2021 2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For STATEMENTS AND TRANSACTIONS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2021 3 ALLOCATION OF THE RESULT FOR THE FINANCIAL Mgmt For For YEAR ENDED DECEMBER 31, 2021 4 APPROVAL OF RELATED PARTY AGREEMENTS Mgmt For For REFERRED TO ARTICLE L. 255-38 OF THE FRENCH COMMERCIAL CODE RELATED TO THE CONCLUSION OF SEVERAL AGREEMENTS INVOLVING, DIRECTLY OR INDIRECTLY, THE FRENCH STATE AS PART OF THE GROUP'S RECAPITALIZATION PLAN LAUNCHED ON APRIL 6, 2021 5 APPROVAL OF A RELATED PARTY AGREEMENT Mgmt For For REFERRED TO ARTICLE L. 225-38 OF THE FRENCH COMMERCIAL CODE RELATED TO THE EXPANSION OF THE COOPERATION AGREEMENT ENTERED INTO BETWEEN THE COMPANY, AIR FRANCE, KLM AND CHINA EASTERN AIRLINES 6 APPROVAL OF A RELATED PARTY AGREEMENT Mgmt For For REFERRED TO IN ARTICLE L. 225-38 OF THE FRENCH COMMERCIAL CODE RELATED TO THE CONCLUSION OF AN AMENDMENT TO THE STATE GUARANTEED LOAN AGREEMENT 7 REAPPOINTMENT OF MS. ISABELLE PARIZE AS A Mgmt For For BOARD DIRECTOR FOR A FOUR-YEAR TERM OF OFFICE 8 REAPPOINTMENT OF MR. FRANCOIS ROBARDET AS A Mgmt For For BOARD DIRECTOR REPRESENTING THE EMPLOYEE AND FORMER EMPLOYEE SHAREHOLDERS (GROUND STAFF AND CABIN CREW CATEGORY OF EMPLOYEE AND FORMER EMPLOYEE SHAREHOLDERS) FOR A FOUR-YEAR TERM OF OFFICE 9 APPOINTMENT OF MR. MICHEL DELLI-ZOTTI AS A Mgmt For For BOARD DIRECTOR REPRESENTING THE EMPLOYEE AND FORMER EMPLOYEE SHAREHOLDERS (FLIGHT DECK CREW CATEGORY OF EMPLOYEE AND FORMER EMPLOYEE SHAREHOLDERS) FOR A FOUR-YEAR TERM OF OFFICE 10 NOTING OF THE EXPIRY OF THE MANDATE OF Mgmt For For DELOITTE & ASSOCIES AS PRINCIPAL STATUTORY AUDITOR AND APPOINTMENT OF PRICEWATERHOUSECOOPERS AUDIT AS PRINCIPAL STATUTORY AUDITOR 11 NOTING OF THE EXPIRY OF THE MANDATE OF BEAS Mgmt For For AS DEPUTY STATUTORY AUDITOR AND DECISION NOT TO RE-APPOINT BEAS OR APPOINT A SUCCESSOR 12 APPROVAL OF THE INFORMATION ON THE 2021 Mgmt For For COMPENSATION FOR EACH OF THE COMPANY OFFICERS REQUIRED BY ARTICLE L. 22-10-9 I OF THE FRENCH COMMERCIAL CODE 13 APPROVAL OF THE FIXED, VARIABLE AND Mgmt For For EXTRAORDINARY COMPONENTS OF THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING THE 2021 FINANCIAL YEAR OR GRANTED IN RESPECT OF THIS FINANCIAL YEAR TO MS. ANNE-MARIE COUDERC AS CHAIR OF THE BOARD OF DIRECTORS 14 APPROVAL OF THE FIXED, VARIABLE AND Mgmt For For EXTRAORDINARY COMPONENTS OF THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING THE 2021 FINANCIAL YEAR OR GRANTED IN RESPECT OF THIS FINANCIAL YEAR TO MR. BENJAMIN SMITH AS CHIEF EXECUTIVE OFFICER 15 APPROVAL OF THE 2022 COMPENSATION POLICY Mgmt For For FOR THE NON-EXECUTIVE COMPANY OFFICERS 16 APPROVAL OF THE 2022 COMPENSATION POLICY Mgmt For For FOR THE CHAIR OF THE BOARD OF DIRECTORS 17 APPROVAL OF THE 2022 COMPENSATION POLICY Mgmt Against Against FOR THE CHIEF EXECUTIVE OFFICER 18 RATIFICATION OF THE TRANSFER OF THE Mgmt For For REGISTERED OFFICE 19 INCREASE OF THE TOTAL NOMINAL CAP OF THE Mgmt For For CAPITAL INCREASES PROVIDED FOR IN THE 23RD RESOLUTION OF THE SHAREHOLDERS' MEETING OF MAY 26, 2021 TO SET IT AT EUR 200 MILLION, WITHIN THE LIMITS PROVIDED FOR BY THE APPLICABLE REGULATIONS ON THE DATE OF ISSUE 20 ADDITION OF A PREAMBLE TO THE ARTICLES OF Mgmt For For INCORPORATION TO ADOPT A CORPORATE PURPOSE FOR THE COMPANY 21 UPDATE OF REFERENCES IN THE ARTICLES OF Mgmt For For INCORPORATION TO ARTICLES IN THE FRENCH COMMERCIAL CODE 22 AMENDMENT OF ARTICLE 17-3 OF THE ARTICLES Mgmt For For OF INCORPORATION RELATING TO THE BOARD DIRECTORS REPRESENTING THE EMPLOYEES 23 AMENDMENT OF ARTICLE 20 OF THE ARTICLES OF Mgmt For For INCORPORATION CONCERNING THE DECISIONS OF THE BOARD OF DIRECTORS 24 AMENDMENT OF ARTICLE 21 OF THE ARTICLES OF Mgmt For For INCORPORATION CONCERNING THE POWERS OF THE BOARD OF DIRECTORS 25 AMENDMENT OF ARTICLE 27 OF THE ARTICLES OF Mgmt For For INCORPORATION RELATING TO THE COMPENSATION DUE TO EXECUTIVE OFFICERS AND BOARD DIRECTORS 26 AMENDMENT OF ARTICLE 29 OF THE ARTICLES OF Mgmt For For INCORPORATION RELATING TO THE APPOINTMENT OF STATUTORY AUDITORS AND TERMINATION OF THE OBLIGATION TO APPOINT ONE OR SEVERAL DEPUTY STATUTORY AUDITORS 27 POWERS TO ACCOMPLISH FORMALITIES Mgmt For For -------------------------------------------------------------------------------------------------------------------------- ALASKA AIR GROUP, INC. Agenda Number: 935573534 -------------------------------------------------------------------------------------------------------------------------- Security: 011659109 Meeting Type: Annual Meeting Date: 05-May-2022 Ticker: ALK ISIN: US0116591092 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director to One-Year Terms: Mgmt For For Patricia M. Bedient 1B. Election of Director to One-Year Terms: Mgmt For For James A. Beer 1C. Election of Director to One-Year Terms: Mgmt For For Raymond L. Conner 1D. Election of Director to One-Year Terms: Mgmt For For Daniel K. Elwell 1E. Election of Director to One-Year Terms: Mgmt For For Dhiren R. Fonseca 1F. Election of Director to One-Year Terms: Mgmt For For Kathleen T. Hogan 1G. Election of Director to One-Year Terms: Mgmt For For Jessie J. Knight, Jr. 1H. Election of Director to One-Year Terms: Mgmt For For Susan J. Li 1I. Election of Director to One-Year Terms: Mgmt For For Adrienne R. Lofton 1J. Election of Director to One-Year Terms: Mgmt For For Benito Minicucci 1K. Election of Director to One-Year Terms: Mgmt For For Helvi K. Sandvik 1L. Election of Director to One-Year Terms: J. Mgmt For For Kenneth Thompson 1M. Election of Director to One-Year Terms: Mgmt For For Eric K. Yeaman 2. Approve (on an advisory basis) the Mgmt For For compensation of the Company's Named Executive Officers. 3. Ratify the appointment of KPMG LLP as the Mgmt For For Company's independent registered public accountants for the fiscal year 2022. 4. Approve the amendment and restatement of Mgmt For For the Company's Employee Stock Purchase Plan. 5. Stockholder Proposal regarding shareholder Shr For Against ratification of executive termination pay. -------------------------------------------------------------------------------------------------------------------------- ALLEGIANT TRAVEL COMPANY Agenda Number: 935634356 -------------------------------------------------------------------------------------------------------------------------- Security: 01748X102 Meeting Type: Annual Meeting Date: 22-Jun-2022 Ticker: ALGT ISIN: US01748X1028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Maurice J. Gallagher, Mgmt For For Jr. 1b. Election of Director: Montie Brewer Mgmt For For 1c. Election of Director: Gary Ellmer Mgmt For For 1d. Election of Director: Ponder Harrison Mgmt For For 1e. Election of Director: Linda A. Marvin Mgmt For For 1f. Election of Director: Sandra Morgan Mgmt For For 1g. Election of Director: Charles W. Pollard Mgmt For For 1h. Election of Director: John Redmond Mgmt For For 2. Approval of advisory resolution approving Mgmt For For executive compensation. 3. Approval of the Allegiant Travel Company Mgmt Against Against 2022 Long-term Incentive Plan. 4. Ratification of KPMG LLP as independent Mgmt For For registered public accountants. 5. Stockholder proposal regarding shareholder Shr For Against ratification of termination pay. -------------------------------------------------------------------------------------------------------------------------- AMERICAN AIRLINES GROUP INC. Agenda Number: 935627313 -------------------------------------------------------------------------------------------------------------------------- Security: 02376R102 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: AAL ISIN: US02376R1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director to serve until the Mgmt For For 2023 Annual Meeting of Stockholders: Jim Albaugh 1B. Election of Director to serve until the Mgmt For For 2023 Annual Meeting of Stockholders: Jeff Benjamin 1C. Election of Director to serve until the Mgmt For For 2023 Annual Meeting of Stockholders: Adriane Brown 1D. Election of Director to serve until the Mgmt For For 2023 Annual Meeting of Stockholders: John Cahill 1E. Election of Director to serve until the Mgmt For For 2023 Annual Meeting of Stockholders: Mike Embler 1F. Election of Director to serve until the Mgmt For For 2023 Annual Meeting of Stockholders: Matt Hart 1G. Election of Director to serve until the Mgmt For For 2023 Annual Meeting of Stockholders: Robert Isom 1H. Election of Director to serve until the Mgmt For For 2023 Annual Meeting of Stockholders: Sue Kronick 1I. Election of Director to serve until the Mgmt For For 2023 Annual Meeting of Stockholders: Marty Nesbitt 1J. Election of Director to serve until the Mgmt For For 2023 Annual Meeting of Stockholders: Denise O'Leary 1K. Election of Director to serve until the Mgmt For For 2023 Annual Meeting of Stockholders: Doug Parker 1L. Election of Director to serve until the Mgmt For For 2023 Annual Meeting of Stockholders: Ray Robinson 1M. Election of Director to serve until the Mgmt For For 2023 Annual Meeting of Stockholders: Greg Smith 1N. Election of Director to serve until the Mgmt For For 2023 Annual Meeting of Stockholders: Doug Steenland 2. Ratification of the appointment of KPMG LLP Mgmt For For as the independent registered public accounting firm of American Airlines Group Inc. for the fiscal year ending December 31, 2022 3. Advisory vote to approve executive Mgmt For For compensation (Say-on-Pay) 4. Approve and adopt an amendment of the Mgmt For For Certificate of Incorporation to allow future amendments to the Bylaws by stockholders by simple majority vote 5. Approve and adopt an amendment of the Mgmt For For Certificate of Incorporation to allow all other provisions of the Certificate of Incorporation to be amended in the future by simple majority vote 6. Approve the Tax Benefit Preservation Plan Mgmt For For 7. Advisory vote on a stockholder proposal to Shr For Against provide a report on lobbying activities and expenditures -------------------------------------------------------------------------------------------------------------------------- ANA HOLDINGS INC. Agenda Number: 715717750 -------------------------------------------------------------------------------------------------------------------------- Security: J0156Q112 Meeting Type: AGM Meeting Date: 20-Jun-2022 Ticker: ISIN: JP3429800000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Amend Articles to: Approve Minor Revisions Mgmt For For Related to Change of Laws and Regulations 2.1 Appoint a Director Katanozaka, Shinya Mgmt For For 2.2 Appoint a Director Hirako, Yuji Mgmt For For 2.3 Appoint a Director Shibata, Koji Mgmt For For 2.4 Appoint a Director Fukuzawa, Ichiro Mgmt For For 2.5 Appoint a Director Hattori, Shigeru Mgmt For For 2.6 Appoint a Director Hirasawa, Juichi Mgmt For For 2.7 Appoint a Director Inoue, Shinichi Mgmt For For 2.8 Appoint a Director Yamamoto, Ado Mgmt For For 2.9 Appoint a Director Kobayashi, Izumi Mgmt For For 2.10 Appoint a Director Katsu, Eijiro Mgmt For For 2.11 Appoint a Director Minegishi, Masumi Mgmt For For 3.1 Appoint a Corporate Auditor Mitsukura, Mgmt For For Tatsuhiko 3.2 Appoint a Corporate Auditor Ogawa, Eiji Mgmt For For -------------------------------------------------------------------------------------------------------------------------- APPLE HOSPITALITY REIT, INC. Agenda Number: 935578647 -------------------------------------------------------------------------------------------------------------------------- Security: 03784Y200 Meeting Type: Annual Meeting Date: 13-May-2022 Ticker: APLE ISIN: US03784Y2000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Glenn W. Bunting Mgmt For For Jon A. Fosheim Mgmt For For Kristian M. Gathright Mgmt For For Glade M. Knight Mgmt For For Justin G. Knight Mgmt For For Blythe J. McGarvie Mgmt For For Daryl A. Nickel Mgmt For For L. Hugh Redd Mgmt For For Howard E. Woolley Mgmt For For 2. Approval on an advisory basis of executive Mgmt For For compensation paid by the Company. 3. Ratification of the appointment of Ernst & Mgmt For For Young LLP as the Company's independent registered public accounting firm to serve for 2022. -------------------------------------------------------------------------------------------------------------------------- AZUL S.A. Agenda Number: 935602688 -------------------------------------------------------------------------------------------------------------------------- Security: 05501U106 Meeting Type: Annual Meeting Date: 28-Apr-2022 Ticker: AZUL ISIN: US05501U1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O2. To set the global annual compensation of Mgmt For For the managers of the Company for the fiscal year 2022. For further details on the global annual compensation proposal, please visit https://ri.voeazul.com.br/en/ and select Corporate Governance/ Shareholders Meeting E6. At the Special Meeting, in accordance with Mgmt For For Article 12 of the Company's Bylaws, to adjust certain provisions of the Bylaws to eliminate all references to the Self-Regulatory Code on Mergers and Acquisitions issued by the Brazilian Takeover Panel (Comite de Aquisicoes e Fusoes) ("CAF") due to its dissolution announced on May 31, 2021 by the Association of CAF Supporters. -------------------------------------------------------------------------------------------------------------------------- CARNIVAL CORPORATION Agenda Number: 935551160 -------------------------------------------------------------------------------------------------------------------------- Security: 143658300 Meeting Type: Annual Meeting Date: 08-Apr-2022 Ticker: CCL ISIN: PA1436583006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To re-elect Micky Arison as a Director of Mgmt For For Carnival Corporation and as a Director of Carnival plc. 2. To re-elect Sir Jonathon Band as a Director Mgmt For For of Carnival Corporation and as a Director of Carnival plc. 3. To re-elect Jason Glen Cahilly as a Mgmt For For Director of Carnival Corporation and as a Director of Carnival plc. 4. To re-elect Helen Deeble as a Director of Mgmt For For Carnival Corporation and as a Director of Carnival plc. 5. To re-elect Arnold W. Donald as a Director Mgmt For For of Carnival Corporation and as a Director of Carnival plc. 6. To re-elect Jeffery J. Gearhart as a Mgmt For For Director of Carnival Corporation and as a Director of Carnival plc. 7. To re-elect Richard J. Glasier as a Mgmt For For Director of Carnival Corporation and as a Director of Carnival plc. 8. To re-elect Katie Lahey as a Director of Mgmt For For Carnival Corporation and as a Director of Carnival plc. 9. To re-elect Sir John Parker as a Director Mgmt For For of Carnival Corporation and as a Director of Carnival plc. 10. To re-elect Stuart Subotnick as a Director Mgmt For For of Carnival Corporation and as a Director of Carnival plc. 11. To re-elect Laura Weil as a Director of Mgmt For For Carnival Corporation and as a Director of Carnival plc. 12. To re-elect Randall J. Weisenburger as a Mgmt For For Director of Carnival Corporation and as a Director of Carnival plc. 13. To hold a (non-binding) advisory vote to Mgmt Against Against approve executive compensation (in accordance with legal requirements applicable to U.S. companies). 14. To hold a (non-binding) advisory vote to Mgmt Against Against approve the Carnival plc Directors' Remuneration Report (in accordance with legal requirements applicable to UK companies). 15. To re-appoint the UK firm of Mgmt For For PricewaterhouseCoopers LLP as independent auditors of Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Carnival Corporation. 16. To authorize the Audit Committee of Mgmt For For Carnival plc to determine the remuneration of the independent auditors of Carnival plc (in accordance with legal requirements applicable to UK companies) 17. To receive the UK accounts and reports of Mgmt For For the Directors and auditors of Carnival plc for the year ended November 30, 2021 (in accordance with legal requirements applicable to UK companies). 18. To approve the giving of authority for the Mgmt For For allotment of new shares by Carnival plc (in accordance with customary practice for UK companies). 19. To approve the disapplication of Mgmt For For pre-emption rights in relation to the allotment of new shares by Carnival plc (in accordance with customary practice for UK companies). 20. To approve a general authority for Carnival Mgmt For For plc to buy back Carnival plc ordinary shares in the open market (in accordance with legal requirements applicable to UK companies desiring to implement share buy back programs). -------------------------------------------------------------------------------------------------------------------------- CHINA AIRLINES Agenda Number: 715543105 -------------------------------------------------------------------------------------------------------------------------- Security: Y1374F105 Meeting Type: AGM Meeting Date: 26-May-2022 Ticker: ISIN: TW0002610003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ACKNOWLEDGEMENT OF BUSINESS REPORT AND Mgmt For For FINANCIAL STATEMENTS FOR THE YEAR 2021. 2 ACKNOWLEDGEMENT OF THE PROPOSAL FOR 2021 Mgmt For For PROFITS.PROPOSED CASH DIVIDEND :TWD 0.83636529 PER SHARE. 3 AMENDMENT TO THE ARTICLES OF INCORPORATION. Mgmt For For 4 AMENDMENT TO THE PROCEDURES GOVERNING THE Mgmt For For ACQUISITION AND DISPOSAL OF ASSETS. -------------------------------------------------------------------------------------------------------------------------- CHINA SOUTHERN AIRLINES CO LTD Agenda Number: 714900809 -------------------------------------------------------------------------------------------------------------------------- Security: Y1503W102 Meeting Type: EGM Meeting Date: 28-Dec-2021 Ticker: ISIN: CNE1000002T6 -------------------------------------------------------------------------------------------------------------------------- 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/2021/1110/2021111000598.pdf AND https://www1.hkexnews.hk/listedco/listconew s/sehk/2021/1110/2021111000563.pdf 1 THE RESOLUTION REGARDING THE SATISFACTION Mgmt For For OF THE CONDITIONS OF THE NON-PUBLIC ISSUE OF A SHARES BY THE COMPANY 2 THE RESOLUTION REGARDING THE FEASIBILITY Mgmt For For REPORT ON THE USE OF PROCEEDS FROM THE NON-PUBLIC ISSUE OF A SHARES OF THE COMPANY 3 THE RESOLUTION REGARDING THE REPORT ON USE Mgmt For For OF PROCEEDS FROM PREVIOUS FUND RAISING ACTIVITIES 4 THE RESOLUTION REGARDING THE IMPACTS OF Mgmt For For DILUTION OF CURRENT RETURNS OF THE NON-PUBLIC ISSUE OF SHARES AND THE REMEDIAL RETURNS MEASURES AND THE UNDERTAKINGS FROM CONTROLLING SHAREHOLDER, DIRECTORS AND SENIOR MANAGEMENT OF THE COMPANY ON THE RELEVANT MEASURES 5 THE RESOLUTION REGARDING THE PLAN OF Mgmt For For SHAREHOLDERS' RETURN OF CHINA SOUTHERN AIRLINES COMPANY LIMITED (2022-2024) 6.1 THE RESOLUTION REGARDING THE PROPOSAL OF Mgmt For For THE NON-PUBLIC ISSUE OF A SHARES OF THE COMPANY: TYPES OF SHARES TO BE ISSUED AND THE PAR VALUE 6.2 THE RESOLUTION REGARDING THE PROPOSAL OF Mgmt For For THE NON-PUBLIC ISSUE OF A SHARES OF THE COMPANY: ISSUE METHOD AND PERIOD 6.3 THE RESOLUTION REGARDING THE PROPOSAL OF Mgmt For For THE NON-PUBLIC ISSUE OF A SHARES OF THE COMPANY: SUBSCRIBER AND SUBSCRIPTION METHOD 6.4 THE RESOLUTION REGARDING THE PROPOSAL OF Mgmt For For THE NON-PUBLIC ISSUE OF A SHARES OF THE COMPANY: PRICE DETERMINATION DATE, ISSUE PRICE AND PRICING METHOD 6.5 THE RESOLUTION REGARDING THE PROPOSAL OF Mgmt For For THE NON-PUBLIC ISSUE OF A SHARES OF THE COMPANY: NUMBER OF SHARES TO BE ISSUED 6.6 THE RESOLUTION REGARDING THE PROPOSAL OF Mgmt For For THE NON-PUBLIC ISSUE OF A SHARES OF THE COMPANY: LOCK-UP PERIOD 6.7 THE RESOLUTION REGARDING THE PROPOSAL OF Mgmt For For THE NON-PUBLIC ISSUE OF A SHARES OF THE COMPANY: PROCEEDS RAISED AND THE USE OF PROCEEDS 6.8 THE RESOLUTION REGARDING THE PROPOSAL OF Mgmt For For THE NON-PUBLIC ISSUE OF A SHARES OF THE COMPANY: PLACE OF LISTING 6.9 THE RESOLUTION REGARDING THE PROPOSAL OF Mgmt For For THE NON-PUBLIC ISSUE OF A SHARES OF THE COMPANY: THE ARRANGEMENT FOR THE DISTRIBUTION OF UNDISTRIBUTED PROFITS ACCUMULATED BEFORE THE NON-PUBLIC ISSUE OF A SHARES 6.10 THE RESOLUTION REGARDING THE PROPOSAL OF Mgmt For For THE NON-PUBLIC ISSUE OF A SHARES OF THE COMPANY: VALIDITY PERIOD OF THIS RESOLUTION REGARDING THIS NON-PUBLIC ISSUE OF A SHARES 7 THE RESOLUTION REGARDING THE PRELIMINARY Mgmt For For PROPOSAL OF THE NON-PUBLIC ISSUE OF A SHARES BY THE COMPANY 8 THE RESOLUTION REGARDING THE CONNECTED Mgmt For For TRANSACTIONS INVOLVED IN THE NON-PUBLIC ISSUE OF A SHARES OF THE COMPANY 9 THE RESOLUTION REGARDING THE CONNECTED Mgmt For For TRANSACTIONS INVOLVED IN THE NON-PUBLIC ISSUE OF H SHARES OF THE COMPANY 10 THE RESOLUTION REGARDING THE CONDITIONAL Mgmt For For SUBSCRIPTION AGREEMENT IN RELATION TO THE SUBSCRIPTION OF THE A SHARES UNDER THE NON-PUBLIC ISSUE OF A SHARES OF CHINA SOUTHERN AIRLINES COMPANY LIMITED ENTERED INTO BETWEEN THE COMPANY AND THE SPECIFIC ENTITY 11 THE RESOLUTION REGARDING THE CONDITIONAL Mgmt For For SUBSCRIPTION AGREEMENT IN RELATION TO THE SUBSCRIPTION OF THE H SHARES UNDER THE NON-PUBLIC ISSUE OF H SHARES OF CHINA SOUTHERN AIRLINES COMPANY LIMITED ENTERED INTO BETWEEN THE COMPANY AND THE SPECIFIC ENTITY 12 THE RESOLUTION REGARDING THE BOARD OR THE Mgmt For For AUTHORISED PERSON(S) THEREOF IS HEREBY AUTHORISED TO AMEND THE RELEVANT ARTICLES OF THE ARTICLES OF ASSOCIATION OF CHINA SOUTHERN AIRLINES COMPANY LIMITED UPON COMPLETION OF THE NON-PUBLIC ISSUE OF SHARES 13 THE RESOLUTION REGARDING THE BOARD OR THE Mgmt For For AUTHORISED PERSON(S) THEREOF IS HEREBY AUTHORISED BY THE GENERAL MEETING WITH FULL POWER TO DEAL WITH ALL MATTERS RELATING TO THE NON-PUBLIC ISSUE OF A SHARES AND THE NON-PUBLIC ISSUE OF H SHARES 14 THE RESOLUTION REGARDING THE AMENDMENTS TO Mgmt For For THE ARTICLES OF ASSOCIATION OF CHINA SOUTHERN AIRLINES COMPANY LIMITED 15 THE RESOLUTION REGARDING THE AMENDMENTS TO Mgmt For For THE PROCEDURAL RULES OF THE BOARD OF DIRECTORS OF CHINA SOUTHERN AIRLINES COMPANY LIMITED 16.1 THE RESOLUTION REGARDING THE ELECTION OF Mgmt For For SHAREHOLDER REPRESENTATIVE SUPERVISOR OF THE 9TH SESSION OF THE SUPERVISORY COMMITTEE OF THE COMPANY: THE RESOLUTION REGARDING THE ELECTION OF MR. REN JI DONG AS A SHAREHOLDER REPRESENTATIVE OF THE 9TH SESSION OF THE SUPERVISORY COMMITTEE OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- CHOICE HOTELS INTERNATIONAL, INC. Agenda Number: 935629634 -------------------------------------------------------------------------------------------------------------------------- Security: 169905106 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: CHH ISIN: US1699051066 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Brian B. Bainum Mgmt For For 1B. Election of Director: Stewart W. Bainum, Mgmt For For Jr. 1C. Election of Director: William L. Jews Mgmt For For 1D. Election of Director: Monte J.M. Koch Mgmt For For 1E. Election of Director: Liza K. Landsman Mgmt For For 1F. Election of Director: Patrick S. Pacious Mgmt For For 1G. Election of Director: Ervin R. Shames Mgmt For For 1H. Election of Director: Gordon A. Smith Mgmt For For 1I. Election of Director: Maureen D. Sullivan Mgmt For For 1J. Election of Director: John P. Tague Mgmt For For 1K. Election of Director: Donna F. Vieira Mgmt For For 2. Advisory vote to approve executive Mgmt For For compensation. 3. Ratification of the appointment of Ernst & Mgmt For For Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- DELTA AIR LINES, INC. Agenda Number: 935643355 -------------------------------------------------------------------------------------------------------------------------- Security: 247361702 Meeting Type: Annual Meeting Date: 16-Jun-2022 Ticker: DAL ISIN: US2473617023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Edward H. Bastian Mgmt For For 1b. Election of Director: Francis S. Blake Mgmt For For 1c. Election of Director: Ashton B. Carter Mgmt For For 1d. Election of Director: Greg Creed Mgmt For For 1e. Election of Director: David G. DeWalt Mgmt For For 1f. Election of Director: William H. Easter III Mgmt For For 1g. Election of Director: Leslie D. Hale Mgmt For For 1h. Election of Director: Christopher A. Mgmt For For Hazleton 1i. Election of Director: Michael P. Huerta Mgmt For For 1j. Election of Director: Jeanne P. Jackson Mgmt For For 1k. Election of Director: George N. Mattson Mgmt For For 1l. Election of Director: Sergio A.L. Rial Mgmt For For 1m. Election of Director: David S. Taylor Mgmt For For 1n. Election of Director: Kathy N. Waller Mgmt For For 2. To approve, on an advisory basis, the Mgmt For For compensation of Delta's named executive officers. 3. To ratify the appointment of Ernst & Young Mgmt For For LLP as Delta's independent auditors for the year ending December 31, 2022. 4. A shareholder proposal titled "Transparency Shr For Against in Lobbying." -------------------------------------------------------------------------------------------------------------------------- DEUTSCHE LUFTHANSA AG Agenda Number: 715353114 -------------------------------------------------------------------------------------------------------------------------- Security: D1908N106 Meeting Type: AGM Meeting Date: 10-May-2022 Ticker: ISIN: DE0008232125 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE AT THIS MEETING, YOU (OR YOUR CREST SPONSORED MEMBER/CUSTODIAN) WILL BE REQUIRED TO INSTRUCT A TRANSFER OF THE RELEVANT CDIS TO THE ESCROW ACCOUNT SPECIFIED IN THE ASSOCIATED CORPORATE EVENT IN THE CREST SYSTEM. THIS TRANSFER WILL NEED TO BE COMPLETED BY THE SPECIFIED CREST SYSTEM DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE CDIS WILL BE BLOCKED IN THE CREST SYSTEM. THE CDIS WILL TYPICALLY BE RELEASED FROM ESCROW AS SOON AS PRACTICABLE ON RECORD DATE +1 DAY (OR ON MEETING DATE +1 DAY IF NO RECORD DATE APPLIES) UNLESS OTHERWISE SPECIFIED, AND ONLY AFTER THE AGENT HAS CONFIRMED AVAILABILIY OF THE POSITION. IN ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED POSITION MUST BE BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN THE CREST SYSTEM. BY VOTING ON THIS MEETING, YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY USE YOUR VOTE INSTRUCTION AS THE AUTHORIZATION TO TAKE THE NECESSARY ACTION WHICH WILL INCLUDE TRANSFERRING YOUR INSTRUCTED POSITION TO ESCROW. PLEASE CONTACT YOUR CREST SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR FURTHER INFORMATION ON THE CUSTODY PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE INSTRUCTIONS FROM YOU CMMT 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 BLOCKING PROCESSES VARY ACCORDING TO THE Non-Voting LOCAL SUB-CUSTODIAN'S PRACTICES. REGISTERED SHARES WILL BE DE-REGISTERED WHEN THERE IS TRADING ACTIVITY, OR AT THE DE-REGISTRATION DATE, THOUGH THE SHARE REGISTER MAY BE UPDATED EITHER AT THIS POINT, OR AFTER THE MEETING DATE.IF YOU WISH TO DELIVER/SETTLE A VOTED POSITION BEFORE THE DE-REGISTRATION DATE, PLEASE CONTACT YOUR BROADRIDGE CLIENT SERVICE REPRESENTATIVE FOR FURTHER INFORMATION 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 2021 2 APPROVE DISCHARGE OF MANAGEMENT BOARD FOR Mgmt No vote FISCAL YEAR 2021 3 APPROVE DISCHARGE OF SUPERVISORY BOARD FOR Mgmt No vote FISCAL YEAR 2021 4 APPROVE REMUNERATION REPORT Mgmt No vote 5 APPROVE CREATION OF EUR 1 BILLION POOL OF Mgmt No vote AUTHORIZED CAPITAL WITH OR WITHOUT EXCLUSION OF PREEMPTIVE RIGHTS 6 APPROVE CANCELLATION OF CONDITIONAL CAPITAL Mgmt No vote 2020/II AND 2020/III 7 APPROVE ISSUANCE OF WARRANTS/BONDS WITH Mgmt No vote WARRANTS ATTACHED/CONVERTIBLE BONDS WITHOUT PREEMPTIVE RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF EUR 1.8 BILLION APPROVE CREATION OF EUR 306 MILLION POOL OF CAPITAL TO GUARANTEE CONVERSION RIGHTS 8 APPROVE CANCELLATION OF AUTHORIZED CAPITAL Mgmt No vote C 9 RATIFY ERNST YOUNG GMBH AS AUDITORS FOR Mgmt No vote FISCAL YEAR 2022 AND FOR THE REVIEW OF INTERIM FINANCIAL STATEMENTS FOR THE FIRST HALF OF FISCAL YEAR 2022 -------------------------------------------------------------------------------------------------------------------------- DIAMONDROCK HOSPITALITY COMPANY Agenda Number: 935579005 -------------------------------------------------------------------------------------------------------------------------- Security: 252784301 Meeting Type: Annual Meeting Date: 03-May-2022 Ticker: DRH ISIN: US2527843013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: William W. McCarten Mgmt For For 1B. Election of Director: Mark W. Brugger Mgmt For For 1C. Election of Director: Timothy R. Chi Mgmt For For 1D. Election of Director: Michael A. Hartmeier Mgmt For For 1E. Election of Director: Kathleen A. Merrill Mgmt For For 1F. Election of Director: William J. Shaw Mgmt For For 1G. Election of Director: Bruce D. Wardinski Mgmt For For 1H. Election of Director: Tabassum S. Mgmt For For Zalotrawala 2. To approve, on a non-binding, advisory Mgmt Against Against basis, the compensation of the named executive officers, as disclosed in the proxy statement. 3. To ratify the appointment of KPMG LLP as Mgmt For For the independent auditors for DiamondRockHospitality Company for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- EASYJET PLC Agenda Number: 715041050 -------------------------------------------------------------------------------------------------------------------------- Security: G3030S109 Meeting Type: AGM Meeting Date: 10-Feb-2022 Ticker: ISIN: GB00B7KR2P84 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT DUE TO COVID-19 PANDEMIC, Non-Voting SHAREHOLDERS' PHYSICAL ATTENDANCE MAY NOT BE POSSIBLE AT THE MEETING. ELECTRONIC AND PROXY VOTING ARE ENCOURAGED. THANK YOU 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 JOHAN LUNDGREN AS DIRECTOR Mgmt For For 5 ELECT KENTON JARVIS AS DIRECTOR Mgmt For For 6 ELECT STEPHEN HESTER AS DIRECTOR Mgmt For For 7 RE-ELECT DR ANDREAS BIERWIRTH AS DIRECTOR Mgmt For For 8 RE-ELECT CATHERINE BRADLEY AS DIRECTOR Mgmt For For 9 RE-ELECT NICK LEEDER AS DIRECTOR Mgmt For For 10 RE-ELECT JULIE SOUTHERN AS DIRECTOR Mgmt For For 11 RE-ELECT SHEIKH MANSURAH TAL-AT MANNINGS AS Mgmt For For DIRECTOR 12 RE-ELECT DAVID ROBBIE AS DIRECTOR Mgmt For For 13 REAPPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt For For AUDITORS 14 AUTHORISE THE AUDIT COMMITTEE TO FIX Mgmt For For REMUNERATION OF AUDITORS 15 AUTHORISE UK POLITICAL DONATIONS AND Mgmt For For EXPENDITURE 16 AUTHORISE ISSUE OF EQUITY Mgmt For For 17 APPROVE RESTRICTED SHARE PLAN Mgmt For For 18 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For PRE-EMPTIVE RIGHTS 19 AUTHORISE MARKET PURCHASE OF ORDINARY Mgmt For For SHARES 20 AUTHORISE THE COMPANY TO CALL GENERAL Mgmt For For MEETING WITH TWO WEEKS' NOTICE -------------------------------------------------------------------------------------------------------------------------- EVA AIRWAYS CORPORATION Agenda Number: 715577841 -------------------------------------------------------------------------------------------------------------------------- Security: Y2361Y107 Meeting Type: AGM Meeting Date: 31-May-2022 Ticker: ISIN: TW0002618006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 RATIFICATION OF THE 2021 BUSINESS REPORT Mgmt For For AND AUDITED FINANCIAL REPORT. 2 RATIFICATION OF THE 2021 EARNINGS Mgmt For For DISTRIBUTION.PROPOSED CASH DIVIDEND: TWD 0.6 PER SHARE. 3 PROPOSAL TO AMEND THE PROCEDURES FOR Mgmt For For ACQUIRING AND DISPOSING OF ASSETS. 4 PROPOSAL TO AMEND THE COMPANYS ARTICLES OF Mgmt For For INCORPORATION. 5.1 THE ELECTION OF THE DIRECTOR.:EVERGREEN Mgmt For For INTERNATIONAL STORAGE AND TRANSPORT CORP.,SHAREHOLDER NO.39547 6 DISCUSSION ON APPROVING THE RELEASE OF Mgmt For For RESTRICTIONS OF COMPETITIVE ACTIVITIES FOR THE NEWLY BY-ELECTED DIRECTOR. -------------------------------------------------------------------------------------------------------------------------- HANJIN KAL CORP Agenda Number: 715193330 -------------------------------------------------------------------------------------------------------------------------- Security: Y3053L106 Meeting Type: AGM Meeting Date: 23-Mar-2022 Ticker: ISIN: KR7180640005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF FINANCIAL STATEMENT Mgmt For For 2.1 REELECTION OF OUTSIDE DIRECTOR CANDIDATE: Mgmt For For JOO IN GI 2.2 REELECTION OF OUTSIDE DIRECTOR CANDIDATE: Mgmt For For JOO SOON SIK 2.3 REELECTION OF OUTSIDE DIRECTOR CANDIDATE: Mgmt Abstain Against SHIN SEONG HWAN 2.4 PLEASE NOTE THAT THIS IS A SHAREHOLDER Shr Against PROPOSAL: ELECTION OF OUTSIDE DIRECTOR CANDIDATE: SEO YOON SEOK 3 ELECTION OF INSIDE DIRECTOR CANDIDATE: RYU Mgmt For For GYEONG PYO 4.1 ELECTION OF AUDIT COMMITTEE MEMBER WHO IS Mgmt For For AN OUTSIDE DIRECTOR CANDIDATE: CHOI BANG GIL 4.2 ELECTION OF AUDIT COMMITTEE MEMBER WHO IS Mgmt For For AN OUTSIDE DIRECTOR CANDIDATE: HAN JAE JUN 5.1 AMENDMENT OF ARTICLES OF INCORPORATION Mgmt For For (AMENDMENT OF ARTICLE 25-2) 5.2 AMENDMENT OF ARTICLES OF INCORPORATION Mgmt For For (AMENDMENT OF ARTICLE 30-3) 5.3 AMENDMENT OF ARTICLES OF INCORPORATION Mgmt For For (AMENDMENT OF ADDENDUM) 6 APPROVAL OF REMUNERATION FOR DIRECTOR Mgmt For For -------------------------------------------------------------------------------------------------------------------------- HILTON WORLDWIDE HOLDINGS INC. Agenda Number: 935591304 -------------------------------------------------------------------------------------------------------------------------- Security: 43300A203 Meeting Type: Annual Meeting Date: 20-May-2022 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: Elizabeth A. Smith Mgmt For For 1I. 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 2022. 3. Approval, in a non-binding advisory vote, Mgmt For For of the compensation paid to the Company's named executive officers. -------------------------------------------------------------------------------------------------------------------------- HOST HOTELS & RESORTS, INC. Agenda Number: 935579512 -------------------------------------------------------------------------------------------------------------------------- Security: 44107P104 Meeting Type: Annual Meeting Date: 19-May-2022 Ticker: HST ISIN: US44107P1049 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Mary L. Baglivo Mgmt For For 1.2 Election of Director: Herman E. Bulls Mgmt For For 1.3 Election of Director: Richard E. Marriott Mgmt For For 1.4 Election of Director: Mary Hogan Preusse Mgmt For For 1.5 Election of Director: Walter C. Rakowich Mgmt For For 1.6 Election of Director: James F. Risoleo Mgmt For For 1.7 Election of Director: Gordon H. Smith Mgmt For For 1.8 Election of Director: A. William Stein Mgmt For For 2. Ratify appointment of KPMG LLP as Mgmt For For independent registered public accountants for 2022. 3. Advisory resolution to approve executive Mgmt For For compensation. -------------------------------------------------------------------------------------------------------------------------- HUAZHU GROUP LIMITED Agenda Number: 935658863 -------------------------------------------------------------------------------------------------------------------------- Security: 44332N106 Meeting Type: Annual Meeting Date: 24-Jun-2022 Ticker: HTHT ISIN: US44332N1063 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1. Resolved, As An Ordinary Resolution: THAT Mgmt For For the ratification of appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as auditor of the Company for 2022 and the authorization for the directors of the Company to determine the remuneration of the auditor be and is hereby authorized and approved. S2. Resolved, As A Special Resolution: THAT Mgmt For For subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from "Huazhu Group Limited" to "H World Group Limited" and the name"_________" be adopted as the dual foreign name in Chinese of the Company (the "Change of Name"), with effect from the date of entry of the new English name in place of the existing English name and the dual foreign name in Chinese of the Company ...(due to space limits, see proxy material for full proposal). S3. Resolved, As A Special Resolution: THAT, Mgmt For For subject to the Change of Name taking effect, the existing memorandum and articles of association of the Company be amended in the following manner: (a) By deleting all references to "Huazhu Group Limited" in the existing memorandum and articles of association of the Company and replacing them with "H World Group Limited __________". (b) By deleting paragraph 1 of the existing memorandum of association of the Company in its entirety and replacing it with ...(due to space limits, see proxy material for full proposal). O4. Resolved, As An Ordinary Resolution: THAT Mgmt For For each director or officer of the Company or Conyers Trust Company (Cayman) Limited be and is hereby authorized to take any and every action that might be necessary, appropriate or desirable to effect the foregoing resolutions as such director, officer or Conyers Trust Company (Cayman) Limited, in his, her or its absolute discretion, thinks fit and to attend to any necessary registration and/or filing for and on behalf of the Company. -------------------------------------------------------------------------------------------------------------------------- HYATT HOTELS CORPORATION Agenda Number: 935596633 -------------------------------------------------------------------------------------------------------------------------- Security: 448579102 Meeting Type: Annual Meeting Date: 18-May-2022 Ticker: H ISIN: US4485791028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Paul D. Ballew Mgmt For For Mark S. Hoplamazian Mgmt For For Cary D. McMillan Mgmt For For Michael A. Rocca Mgmt For For 2. Ratification of the Appointment of Deloitte Mgmt For For & Touche LLP as Hyatt Hotels Corporation's Independent Registered Public Accounting Firm for Fiscal Year 2022. 3. Approval, on an advisory basis, of the Mgmt Against Against compensation paid to our named executive officers as disclosed pursuant to the Securities and Exchange Commission's compensation disclosure rules. -------------------------------------------------------------------------------------------------------------------------- INTERCONTINENTAL HOTELS GROUP PLC Agenda Number: 935602777 -------------------------------------------------------------------------------------------------------------------------- Security: 45857P806 Meeting Type: Annual Meeting Date: 06-May-2022 Ticker: IHG ISIN: US45857P8068 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Report and Accounts 2021 Mgmt For For 2. Directors' Remuneration Report 2021 Mgmt For For 3. Declaration of final dividend Mgmt For For 4A. Re-election of Graham Allan as a Mgmt For For Director(Member of the Remuneration Committee.) 4B. Re-election of Daniela Barone Soares as a Mgmt For For Director(Member of the Remuneration Committee.) 4C. Re-election of Keith Barr as a Director Mgmt For For 4D. Re-election of Patrick Cescau as a Director Mgmt For For 4E. Re-election of Arthur de Haast as a Mgmt For For Director(Member of the Remuneration Committee.) 4F. Re-election of Ian Dyson as a Mgmt For For Director(Member of the Remuneration Committee.) 4G. Re-election of Paul Edgecliffe-Johnson as a Mgmt For For Director 4H. Re-election of Duriya Farooqui as a Mgmt For For Director 4I. Re-election of Jo Harlow as a Mgmt For For Director(Member of the Remuneration Committee.) 4J. Re-election of Elie Maalouf as a Director Mgmt For For 4K. Re-election of Jill McDonald as a Director Mgmt For For 4L. Re-election of Sharon Rothstein as a Mgmt For For Director 5. Reappointment of Auditor Mgmt For For 6. Remuneration of Auditor Mgmt For For 7. Political donations Mgmt For For 8. Allotment of shares Mgmt For For 9. Disapplication of pre-emption rights Mgmt For For 10. Further disapplication of pre-emption Mgmt For For rights 11. Authority to purchase own shares Mgmt For For 12. Notice of General Meetings Mgmt For For -------------------------------------------------------------------------------------------------------------------------- INTERNATIONAL CONSOLIDATED AIRLINES GROUP SA Agenda Number: 715631037 -------------------------------------------------------------------------------------------------------------------------- Security: E67674106 Meeting Type: OGM Meeting Date: 15-Jun-2022 Ticker: ISIN: ES0177542018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED. CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 745171 DUE TO RECEIVED UPDATED AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1 APPROVAL OF INDIVIDUAL AND CONSOLIDATED Mgmt For For ANNUAL ACCOUNTS AND MANAGEMENT REPORTS 2 APPROVAL OF THE NON FINANCIAL INFORMATION Mgmt For For REPORT 3 APPROVAL OF THE MANAGEMENT OF THE BOARD OF Mgmt For For DIRECTORS 4 ALLOCATION OF RESULTS Mgmt For For 5 APPROVAL OF THE TRANSFER OF 106,369,600 EUR Mgmt For For FROM LEGAL RESERVE TO VOLUNTARY RESERVE 6.A REELECTION OF MR JAVIER FERRANAS DIRECTOR Mgmt For For 6.B REELECTION OF MR LUIS GALLEGO AS DIRECTOR Mgmt For For 6.C REELECTION OF MR GILES AGUTTER AS DIRECTOR Mgmt For For 6.D REELECTION OF MS PEGGY BRUZELIUS AS Mgmt For For DIRECTOR 6.E REELECTION OF MS EVA CASTILLO AS DIRECTOR Mgmt For For 6.F REELECTION OF MS MARGARET EWING AS DIRECTOR Mgmt For For 6.G REELECTION OF MR MAURICE LAM AS DIRECTOR Mgmt For For 6.H REELECTION OF MS HEATHER ANN MCSHARRY AS Mgmt For For DIRECTOR 6.I REELECTION OF MR ROBIN PHILLIPS AS DIRECTOR Mgmt For For 6.J REELECTION OF MR EMILIO SARACHO AS DIRECTOR Mgmt For For 6.K REELECTION OF MS NICOLA SHAW AS DIRECTOR Mgmt For For 6.L NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS Mgmt For For 7 ADVISORY VOTE ON THE ANNUAL REMUNERATION Mgmt For For REPORT OF THE BOARD OF DIRECTORS 8 AMENDMENT OF THE REMUNERATION POLICY FOR Mgmt Against Against DIRECTORS 9 AUTHORIZATION FOR THE DERIVATIVE Mgmt For For ACQUISITION OF THE OWN SHARES 10 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt For For INCREASE CAPITAL 11 AUTHORIZATION TO ISSUE CONVERTIBLE OR Mgmt For For EXCHANGEABLE SECURITIES INTO SHARES 12 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt For For EXCLUDE THE PREFERENTIAL SUBSCRIPTION RIGHT FOR THE CAPITAL INCREASE AND ISSUE OF CONVERTIBLE SECURITIES 13 DECREASE TO FIFTEEN DAYS FOR CALLING FOR Mgmt For For EXTRAORDINARY GENERAL MEETINGS 14 DELEGATION OF POWERS TO IMPLEMENT Mgmt For For AGREEMENTS ADOPTED AT THE GENERAL MEETING CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES Non-Voting NOT REACH QUORUM, THERE WILL BE A SECOND CALL ON 16 JUNE 2022. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU -------------------------------------------------------------------------------------------------------------------------- JAPAN AIRLINES CO.,LTD. Agenda Number: 715704929 -------------------------------------------------------------------------------------------------------------------------- Security: J25979121 Meeting Type: AGM Meeting Date: 21-Jun-2022 Ticker: ISIN: JP3705200008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Amend Articles to: Approve Minor Revisions Mgmt For For Related to Change of Laws and Regulations 2.1 Appoint a Director Ueki, Yoshiharu Mgmt For For 2.2 Appoint a Director Akasaka, Yuji Mgmt For For 2.3 Appoint a Director Shimizu, Shinichiro Mgmt For For 2.4 Appoint a Director Kikuyama, Hideki Mgmt For For 2.5 Appoint a Director Toyoshima, Ryuzo Mgmt For For 2.6 Appoint a Director Tsutsumi, Tadayuki Mgmt For For 2.7 Appoint a Director Kobayashi, Eizo Mgmt For For 2.8 Appoint a Director Hatchoji, Sonoko Mgmt For For 2.9 Appoint a Director Yanagi, Hiroyuki Mgmt For For 3 Appoint a Corporate Auditor Kubo, Shinsuke Mgmt For For -------------------------------------------------------------------------------------------------------------------------- JAPAN HOTEL REIT INVESTMENT CORPORATION Agenda Number: 714854925 -------------------------------------------------------------------------------------------------------------------------- Security: J2761Q107 Meeting Type: EGM Meeting Date: 25-Nov-2021 Ticker: ISIN: JP3046400002 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Amend Articles to: Approve Minor Revisions Mgmt For For 2 Appoint an Executive Director Masuda, Mgmt For For Kaname 3.1 Appoint a Supervisory Director Mishiku, Mgmt For For Tetsuya 3.2 Appoint a Supervisory Director Kashii, Mgmt Against Against Hiroto 3.3 Appoint a Supervisory Director Umezawa, Mgmt For For Mayumi 4 Appoint a Substitute Executive Director Mgmt For For Furukawa, Hisashi -------------------------------------------------------------------------------------------------------------------------- JETBLUE AIRWAYS CORPORATION Agenda Number: 935591291 -------------------------------------------------------------------------------------------------------------------------- Security: 477143101 Meeting Type: Annual Meeting Date: 19-May-2022 Ticker: JBLU ISIN: US4771431016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director to serve until the Mgmt For For 2023 Annual Meeting: B. Ben Baldanza 1B. Election of Director to serve until the Mgmt For For 2023 Annual Meeting: Peter Boneparth 1C. Election of Director to serve until the Mgmt For For 2023 Annual Meeting: Monte Ford 1D. Election of Director to serve until the Mgmt For For 2023 Annual Meeting: Robin Hayes 1E. Election of Director to serve until the Mgmt For For 2023 Annual Meeting: Ellen Jewett 1F. Election of Director to serve until the Mgmt For For 2023 Annual Meeting: Robert Leduc 1G. Election of Director to serve until the Mgmt For For 2023 Annual Meeting: Teri McClure 1H. Election of Director to serve until the Mgmt For For 2023 Annual Meeting: Sarah Robb O'Hagan 1I. Election of Director to serve until the Mgmt For For 2023 Annual Meeting: Vivek Sharma 1J. Election of Director to serve until the Mgmt For For 2023 Annual Meeting: Thomas Winkelmann 2. To approve, on an advisory basis, the Mgmt For For compensation of our named executive officers 3. To ratify the selection of Ernst & Young Mgmt For For LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 4. To vote on the stockholder proposal to Shr For Against reduce the special meeting threshold, if properly presented at the annual meeting. -------------------------------------------------------------------------------------------------------------------------- KOREAN AIR LINES CO LTD Agenda Number: 715190358 -------------------------------------------------------------------------------------------------------------------------- Security: Y4936S102 Meeting Type: AGM Meeting Date: 23-Mar-2022 Ticker: ISIN: KR7003490000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF FINANCIAL STATEMENT Mgmt For For 2 ELECTION OF OUTSIDE DIRECTOR CANDIDATE: Mgmt For For PARK NAM GYU 3 APPROVAL OF REMUNERATION FOR DIRECTOR Mgmt For For -------------------------------------------------------------------------------------------------------------------------- MARRIOTT INTERNATIONAL, INC. Agenda Number: 935567199 -------------------------------------------------------------------------------------------------------------------------- Security: 571903202 Meeting Type: Annual Meeting Date: 06-May-2022 Ticker: MAR ISIN: US5719032022 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Anthony G.Capuano Mgmt For For 1B. Election of Director: Isabella D. Goren Mgmt For For 1C. Election of Director: Deborah M. Harrison Mgmt For For 1D. Election of Director: Frederick A. Mgmt For For Henderson 1E. Election of Director: Eric Hippeau Mgmt For For 1F. Election of Director: Debra L. Lee Mgmt For For 1G. Election of Director: Aylwin B. Lewis Mgmt For For 1H. Election of Director: David S. Marriott Mgmt For For 1I. Election of Director: Margaret M. McCarthy Mgmt For For 1J. Election of Director: George Munoz Mgmt For For 1K. Election of Director: Horacio D. Rozanski Mgmt For For 1L. Election of Director: Susan C. Schwab Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For YOUNG AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2022. 3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For COMPENSATION. 4. APPROVAL OF THE MARRIOTT INTERNATIONAL, Mgmt For For INC. EMPLOYEE STOCK PURCHASE PLAN. 5. STOCKHOLDER RESOLUTION REQUESTING THAT THE Shr Against For BOARD PREPARE A REPORT ON THE ECONOMIC AND SOCIAL COSTS AND RISKS CREATED BY THE COMPANY'S COMPENSATION AND WORKFORCE PRACTICES. 6. STOCKHOLDER RESOLUTION REGARDING AN Shr For Against INDEPENDENT BOARD CHAIR POLICY -------------------------------------------------------------------------------------------------------------------------- MINOR INTERNATIONAL PUBLIC CO LTD Agenda Number: 715207735 -------------------------------------------------------------------------------------------------------------------------- Security: Y6069M125 Meeting Type: AGM Meeting Date: 22-Apr-2022 Ticker: ISIN: TH0128B10Z09 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN INFORMATIONAL Non-Voting MEETING, AS THE ISIN DOES NOT HOLD VOTING RIGHTS. SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY, YOU MAY REQUEST A NON-VOTING ENTRANCE CARD. THANK YOU 1 TO CONSIDER AND ACKNOWLEDGE THE ANNUAL Non-Voting REPORT AND THE BOARD OF DIRECTORS REPORT ON THE COMPANY'S PERFORMANCE FOR THE YEAR 2021 2 TO CONSIDER AND APPROVE THE FINANCIAL Non-Voting STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2021 INCLUDING TO ACKNOWLEDGE THE AUDITOR'S REPORT 3 TO CONSIDER AND APPROVE THE OMISSION OF Non-Voting DIVIDEND PAYMENT FOR THE YEAR 2021 AND THE ALLOCATION OF PROFIT FOR STATUTORY RESERVE 4.1 TO CONSIDER AND APPROVE THE ELECTION OF THE Non-Voting DIRECTOR COMPLETING THEIR TERM FOR THE YEAR 2022 AND APPOINTMENT OF NEW DIRECTOR, AS WELL AS CHANGE OF THE AUTHORIZED SIGNATORY DIRECTOR: MS. SUVABHA CHAROENYING 4.2 TO CONSIDER AND APPROVE THE ELECTION OF THE Non-Voting DIRECTOR COMPLETING THEIR TERM FOR THE YEAR 2022 AND APPOINTMENT OF NEW DIRECTOR, AS WELL AS CHANGE OF THE AUTHORIZED SIGNATORY DIRECTOR: MR. THIRAPHONG CHANSIRI 4.3 TO CONSIDER AND APPROVE THE ELECTION OF THE Non-Voting DIRECTOR COMPLETING THEIR TERM FOR THE YEAR 2022 AND APPOINTMENT OF NEW DIRECTOR, AS WELL AS CHANGE OF THE AUTHORIZED SIGNATORY DIRECTOR: MR. ANHUL CHAUHAN 5 TO CONSIDER AND APPROVE THE DIRECTORS' Non-Voting REMUNERATION FOR THE YEAR 2022 6 TO CONSIDER AND APPROVE THE APPOINTMENT THE Non-Voting AUDITORS FOR THE YEAR 2022 AND THE AUDITING FEE -------------------------------------------------------------------------------------------------------------------------- MINOR INTERNATIONAL PUBLIC CO LTD Agenda Number: 715207723 -------------------------------------------------------------------------------------------------------------------------- Security: Y6069M133 Meeting Type: AGM Meeting Date: 22-Apr-2022 Ticker: ISIN: TH0128B10Z17 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO CONSIDER AND ACKNOWLEDGE THE ANNUAL Mgmt Abstain Against REPORT AND THE BOARD OF DIRECTORS REPORT ON THE COMPANY'S PERFORMANCE FOR THE YEAR 2021 2 TO CONSIDER AND APPROVE THE FINANCIAL Mgmt For For STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2021 INCLUDING TO ACKNOWLEDGE THE AUDITOR'S REPORT 3 TO CONSIDER AND APPROVE THE OMISSION OF Mgmt For For DIVIDEND PAYMENT FOR THE YEAR 2021 AND THE ALLOCATION OF PROFIT FOR STATUTORY RESERVE 4.1 TO CONSIDER AND APPROVE THE ELECTION OF THE Mgmt For For DIRECTOR COMPLETING HIS TERM FOR THE YEAR 2022 AND APPOINTMENT OF NEW DIRECTOR, AS WELL AS CHANGE OF THE AUTHORIZED SIGNATORY DIRECTORS: MS. SUVABHA CHAROENYING 4.2 TO CONSIDER AND APPROVE THE ELECTION OF THE Mgmt For For DIRECTOR COMPLETING HIS TERM FOR THE YEAR 2022 AND APPOINTMENT OF NEW DIRECTOR, AS WELL AS CHANGE OF THE AUTHORIZED SIGNATORY DIRECTORS: MR. THIRAPHONG CHANSIRI 4.3 TO CONSIDER AND APPROVE THE ELECTION OF THE Mgmt For For DIRECTOR COMPLETING HIS TERM FOR THE YEAR 2022 AND APPOINTMENT OF NEW DIRECTOR, AS WELL AS CHANGE OF THE AUTHORIZED SIGNATORY DIRECTORS: MR. ANHUL CHAUHAN 5 TO CONSIDER AND APPROVE THE DIRECTORS' Mgmt For For REMUNERATION FOR THE YEAR 2022 6 APPROVE PRICEWATERHOUSECOOPERS ABAS LIMITED Mgmt For For AS AUDITORS AND AUTHORIZE BOARD TO FIX THEIR REMUNERATION CMMT 01 MAR 2022: IN THE SITUATION WHERE THE Non-Voting CHAIRMAN OF THE MEETING SUDDENLY CHANGE THE AGENDA AND/OR ADD NEW AGENDA DURING THE MEETING, WE WILL VOTE THAT AGENDA AS ABSTAIN. CMMT 01 MAR 2022: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO ADDITION OF COMMENT AND MODIFICATION OF TEXT IN RESOLUTION 6. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- NORWEGIAN CRUISE LINE HOLDINGS LTD. Agenda Number: 935625989 -------------------------------------------------------------------------------------------------------------------------- Security: G66721104 Meeting Type: Annual Meeting Date: 16-Jun-2022 Ticker: NCLH ISIN: BMG667211046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class III Director: Frank J. Mgmt For For Del Rio 1b. Election of Class III Director: Harry C. Mgmt For For Curtis 2. Approval, on a non-binding, advisory basis, Mgmt Against Against of the compensation of our named executive officers. 3. Approval of an amendment to our 2013 Mgmt For For Performance Incentive Plan (our "Plan"), including an increase in the number of shares available for grant under our Plan. 4. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP ("PwC") as our independent registered public accounting firm for the year ending December 31, 2022 and the determination of PwC's remuneration by our Audit Committee. 5. Approval of a shareholder proposal Shr For Against regarding retention of shares by company executives. -------------------------------------------------------------------------------------------------------------------------- PARK HOTELS & RESORTS INC Agenda Number: 935560789 -------------------------------------------------------------------------------------------------------------------------- Security: 700517105 Meeting Type: Annual Meeting Date: 27-Apr-2022 Ticker: PK ISIN: US7005171050 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Thomas J. Baltimore, Mgmt For For Jr. 1B. Election of Director: Patricia M. Bedient Mgmt For For 1C. Election of Director: Thomas D. Eckert Mgmt For For 1D. Election of Director: Geoffrey M. Garrett Mgmt For For 1E. Election of Director: Christie B. Kelly Mgmt For For 1F. Election of Director: Sen. Joseph I. Mgmt For For Lieberman 1G. Election of Director: Thomas A. Natelli Mgmt For For 1H. Election of Director: Timothy J. Naughton Mgmt For For 1I. Election of Director: Stephen I. Sadove Mgmt For For 2. To approve, on an advisory (non-binding) Mgmt For For basis, the compensation of our named executive officers. 3. To ratify the appointment of Ernst & Young Mgmt For For LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. 4. To consider a stockholder proposal Shr For Against regarding equity retention by our named executive officers. -------------------------------------------------------------------------------------------------------------------------- PEBBLEBROOK HOTEL TRUST Agenda Number: 935576845 -------------------------------------------------------------------------------------------------------------------------- Security: 70509V100 Meeting Type: Annual Meeting Date: 21-Jun-2022 Ticker: PEB ISIN: US70509V1008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Trustee: Jon E. Bortz Mgmt For For 1b. Election of Trustee: Cydney C. Donnell Mgmt For For 1c. Election of Trustee: Ron E. Jackson Mgmt For For 1d. Election of Trustee: Phillip M. Miller Mgmt For For 1e. Election of Trustee: Michael J. Schall Mgmt For For 1f. Election of Trustee: Bonny W. Simi Mgmt For For 1g. Election of Trustee: Earl E. Webb Mgmt For For 2. Ratification of the appointment of KPMG LLP Mgmt For For to serve as our independent registered public accountants for the year ending December 31, 2022. 3. Advisory vote approving the compensation of Mgmt Against Against our named executive officers ("Say-On-Pay"). 4. Amendment of the 2009 Equity Incentive Plan Mgmt For For to extend its maturity date. -------------------------------------------------------------------------------------------------------------------------- QANTAS AIRWAYS LTD Agenda Number: 714671725 -------------------------------------------------------------------------------------------------------------------------- Security: Q77974550 Meeting Type: AGM Meeting Date: 05-Nov-2021 Ticker: ISIN: AU000000QAN2 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2.1 ELECTION OF DIRECTOR: BELINDA HUTCHINSON Mgmt For For 2.2 ELECTION OF DIRECTOR: ANTONY TYLER Mgmt For For 2.3 ELECTION OF DIRECTOR: TODD SAMPSON Mgmt For For 3 PARTICIPATION OF THE CHIEF EXECUTIVE Mgmt For For OFFICER, ALAN JOYCE, IN THE LONG TERM INCENTIVE PLAN 4 REMUNERATION REPORT Mgmt Against Against CMMT IF A PROPORTIONAL TAKEOVER BID IS MADE FOR Non-Voting THE COMPANY, A SHARE TRANSFER TO THE OFFEROR CANNOT BE REGISTERED UNTIL THE BID IS APPROVED BY MEMBERS NOT ASSOCIATED WITH THE BIDDER. THE RESOLUTION MUST BE CONSIDERED AT A MEETING HELD MORE THAN 14 DAYS BEFORE THE BID CLOSES. EACH MEMBER HAS ONE VOTE FOR EACH FULLY PAID SHARE HELD. THE VOTE IS DECIDED ON A SIMPLE MAJORITY. THE BIDDER AND ITS ASSOCIATES ARE NOT ALLOWED TO VOTE. 5 AMENDMENTS TO THE QANTAS CONSTITUTION Mgmt For For CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting PROPOSALS 3, 4 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION -------------------------------------------------------------------------------------------------------------------------- RESORTTRUST,INC. Agenda Number: 715754001 -------------------------------------------------------------------------------------------------------------------------- Security: J6448M108 Meeting Type: AGM Meeting Date: 28-Jun-2022 Ticker: ISIN: JP3974450003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Approve Appropriation of Surplus Mgmt For For 2 Amend Articles to: Approve Minor Revisions Mgmt For For Related to Change of Laws and Regulations, Approve Minor Revisions 3.1 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Ito, Yoshiro 3.2 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Ito, Katsuyasu 3.3 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Fushimi, Ariyoshi 3.4 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Iuchi, Katsuyuki 3.5 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Shintani, Atsuyuki 3.6 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Uchiyama, Toshihiko 3.7 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Takagi, Naoshi 3.8 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Hanada, Shinichiro 3.9 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Furukawa, Tetsuya 3.10 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Ogino, Shigetoshi 3.11 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Ito, Go 3.12 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Nonaka, Tomoyo 3.13 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Terazawa, Asako -------------------------------------------------------------------------------------------------------------------------- RLJ LODGING TRUST Agenda Number: 935601509 -------------------------------------------------------------------------------------------------------------------------- Security: 74965L101 Meeting Type: Annual Meeting Date: 29-Apr-2022 Ticker: RLJ ISIN: US74965L1017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Trustee: Robert L. Johnson Mgmt For For 1.2 Election of Trustee: Leslie D. Hale Mgmt For For 1.3 Election of Trustee: Evan Bayh Mgmt For For 1.4 Election of Trustee: Arthur R. Collins Mgmt For For 1.5 Election of Trustee: Nathaniel A. Davis Mgmt For For 1.6 Election of Trustee: Patricia L. Gibson Mgmt For For 1.7 Election of Trustee: Robert M. La Forgia Mgmt For For 1.8 Election of Trustee: Robert J. McCarthy Mgmt For For 1.9 Election of Trustee: Robin Zeigler Mgmt For For 2. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. 3. To approve, on a non-binding basis, the Mgmt Against Against compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- ROYAL CARIBBEAN CRUISES LTD. Agenda Number: 935615445 -------------------------------------------------------------------------------------------------------------------------- Security: V7780T103 Meeting Type: Annual Meeting Date: 02-Jun-2022 Ticker: RCL ISIN: LR0008862868 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: John F. Brock Mgmt For For 1b. Election of Director: Richard D. Fain Mgmt For For 1c. Election of Director: Stephen R. Howe, Jr. Mgmt For For 1d. Election of Director: William L. Kimsey Mgmt For For 1e. Election of Director: Michael O. Leavitt Mgmt For For 1f. Election of Director: Jason T. Liberty Mgmt For For 1g. Election of Director: Amy McPherson Mgmt For For 1h. Election of Director: Maritza G. Montiel Mgmt For For 1i. Election of Director: Ann S. Moore Mgmt For For 1j. Election of Director: Eyal M. Ofer Mgmt For For 1k. Election of Director: William K. Reilly Mgmt For For 1l. Election of Director: Vagn O. Sorensen Mgmt For For 1m. Election of Director: Donald Thompson Mgmt For For 1n. Election of Director: Arne Alexander Mgmt For For Wilhelmsen 2. Advisory approval of the Company's Mgmt Against Against compensation of its named executive officers. 3. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2022. 4. Approval of Amended and Restated 2008 Mgmt For For Equity Incentive Plan. -------------------------------------------------------------------------------------------------------------------------- RYMAN HOSPITALITY PROPERTIES, INC. Agenda Number: 935603642 -------------------------------------------------------------------------------------------------------------------------- Security: 78377T107 Meeting Type: Annual Meeting Date: 12-May-2022 Ticker: RHP ISIN: US78377T1079 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Rachna Bhasin Mgmt For For 1B. Election of Director: Alvin Bowles Jr. Mgmt For For 1C. Election of Director: Christian Brickman Mgmt For For 1D. Election of Director: Mark Fioravanti Mgmt For For 1E. Election of Director: Fazal Merchant Mgmt For For 1F. Election of Director: Patrick Moore Mgmt For For 1G. Election of Director: Christine Pantoya Mgmt For For 1H. Election of Director: Robert Prather, Jr. Mgmt For For 1I. Election of Director: Colin Reed Mgmt For For 1J. Election of Director: Michael Roth Mgmt For For 2. To approve, on an advisory basis, the Mgmt For For Company's executive compensation. 3. To ratify the appointment of Ernst & Young Mgmt For For LLP as the Company's independent registered public accounting firm for fiscal year 2022. -------------------------------------------------------------------------------------------------------------------------- SERVICE PROPERTIES TRUST Agenda Number: 935607400 -------------------------------------------------------------------------------------------------------------------------- Security: 81761L102 Meeting Type: Annual Meeting Date: 15-Jun-2022 Ticker: SVC ISIN: US81761L1026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Trustee (for Independent Mgmt Against Against Trustee): Laurie B. Burns 1.2 Election of Trustee (for Independent Mgmt Against Against Trustee): Robert E. Cramer 1.3 Election of Trustee (for Independent Mgmt Against Against Trustee): Donna D. Fraiche 1.4 Election of Trustee (for Independent Mgmt Against Against Trustee): William A. Lamkin 1.5 Election of Trustee (for Managing Trustee): Mgmt Against Against Adam D. Portnoy 2. Advisory vote to approve executive Mgmt For For compensation. 3. Approval of the Amended and Restated 2012 Mgmt For For Equity Compensation Plan. 4. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as independent auditors to serve for the 2022 fiscal year. -------------------------------------------------------------------------------------------------------------------------- SHANGRI-LA ASIA LTD Agenda Number: 715569224 -------------------------------------------------------------------------------------------------------------------------- Security: G8063F106 Meeting Type: AGM Meeting Date: 27-May-2022 Ticker: ISIN: BMG8063F1068 -------------------------------------------------------------------------------------------------------------------------- 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/2022/0425/2022042501659.pdf https://www1.hkexnews.hk/listedco/listconew s/sehk/2022/0425/2022042501427.pdf CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING. 1 TO RECEIVE, CONSIDER AND, IF THOUGHT FIT, Mgmt For For ADOPT THE AUDITED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND THE AUDITOR OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2021 2.A TO RE-ELECT EACH OF THE FOLLOWING RETIRING Mgmt For For DIRECTOR OF THE COMPANY: PROFESSOR LI KWOK CHEUNG ARTHUR (WHO HAS SERVED MORE THAN NINE YEARS AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR) 2.B TO RE-ELECT EACH OF THE FOLLOWING RETIRING Mgmt For For DIRECTOR OF THE COMPANY: MR LI XIAODONG FORREST 3 TO FIX THE DIRECTORS FEES (INCLUDING FEES Mgmt For For PAYABLE TO MEMBERS OF THE REMUNERATION & HUMAN CAPITAL COMMITTEE, THE NOMINATION COMMITTEE AND THE AUDIT & RISK COMMITTEE) FOR THE YEAR ENDING 31 DECEMBER 2022 4 TO RE-APPOINT MESSRS PRICEWATERHOUSECOOPERS Mgmt For For AS THE AUDITOR OF THE COMPANY FOR THE ENSUING YEAR AND TO AUTHORIZE THE DIRECTORS OF THE COMPANY TO FIX ITS REMUNERATION 5.A TO APPROVE THE 20% NEW ISSUE GENERAL Mgmt Against Against MANDATE 5.B TO APPROVE THE 10% SHARE REPURCHASE MANDATE Mgmt For For 5.C TO APPROVE, CONDITIONAL UPON RESOLUTION 5B Mgmt Against Against BEING DULY PASSED, THE MANDATE OF ADDITIONAL NEW ISSUE BY THE NUMBER OF SHARES REPURCHASED UNDER RESOLUTION 5B -------------------------------------------------------------------------------------------------------------------------- SINGAPORE AIRLINES LTD Agenda Number: 714425267 -------------------------------------------------------------------------------------------------------------------------- Security: Y7992P128 Meeting Type: AGM Meeting Date: 29-Jul-2021 Ticker: ISIN: SG1V61937297 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ADOPTION OF THE DIRECTORS' STATEMENT, Mgmt For For AUDITED FINANCIAL STATEMENTS AND AUDITORS' REPORT FOR THE YEAR ENDED 31 MARCH 2021 2.A RE-ELECTION OF DIRECTOR IN ACCORDANCE WITH Mgmt For For ARTICLE 91: MR GAUTAM BANERJEE 2.B RE-ELECTION OF DIRECTOR IN ACCORDANCE WITH Mgmt For For ARTICLE 91: MR DOMINIC HO CHIU FAI 2.C RE-ELECTION OF DIRECTOR IN ACCORDANCE WITH Mgmt For For ARTICLE 91: MR LEE KIM SHIN 3 RE-ELECTION OF MS JEANETTE WONG KAI YUAN AS Mgmt For For DIRECTOR IN ACCORDANCE WITH ARTICLE 97 4 APPROVAL OF DIRECTORS' EMOLUMENTS FOR THE Mgmt For For FINANCIAL YEAR ENDING 31 MARCH 2022 5 RE-APPOINTMENT OF AUDITORS AND AUTHORITY Mgmt For For FOR THE DIRECTORS TO FIX THEIR REMUNERATION: KPMG LLP 6 AUTHORITY FOR DIRECTORS TO ISSUE SHARES AND Mgmt For For TO MAKE OR GRANT INSTRUMENTS CONVERTIBLE INTO SHARES PURSUANT TO SECTION 161 OF THE COMPANIES ACT, CHAPTER 50 OF SINGAPORE 7 AUTHORITY FOR DIRECTORS TO GRANT AWARDS, Mgmt For For AND TO ALLOT AND ISSUE SHARES, PURSUANT TO THE SIA PERFORMANCE SHARE PLAN 2014 AND THE SIA RESTRICTED SHARE PLAN 2014 8 RENEWAL OF THE IPT MANDATE Mgmt For For 9 RENEWAL OF THE SHARE BUY BACK MANDATE Mgmt For For -------------------------------------------------------------------------------------------------------------------------- SKYWEST, INC. Agenda Number: 935564509 -------------------------------------------------------------------------------------------------------------------------- Security: 830879102 Meeting Type: Annual Meeting Date: 03-May-2022 Ticker: SKYW ISIN: US8308791024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Jerry C. Atkin Mgmt For For Russell A. Childs Mgmt For For Smita Conjeevaram Mgmt For For Meredith S. Madden Mgmt For For Ronald J. Mittelstaedt Mgmt For For Andrew C. Roberts Mgmt For For Keith E. Smith Mgmt For For James L. Welch Mgmt For For 2. To consider and vote upon, on an advisory Mgmt For For basis, the compensation of the Company's named executive officers. 3. To ratify the appointment of Ernst & Young Mgmt For For LLP as the Company's independent registered public accounting firm. -------------------------------------------------------------------------------------------------------------------------- SOUTHWEST AIRLINES CO. Agenda Number: 935601321 -------------------------------------------------------------------------------------------------------------------------- Security: 844741108 Meeting Type: Annual Meeting Date: 18-May-2022 Ticker: LUV ISIN: US8447411088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: David W. Biegler Mgmt For For 1B. Election of Director: J. Veronica Biggins Mgmt For For 1C. Election of Director: Douglas H. Brooks Mgmt For For 1D. Election of Director: William H. Cunningham Mgmt For For 1E. Election of Director: John G. Denison Mgmt For For 1F. Election of Director: Thomas W. Gilligan Mgmt For For 1G. Election of Director: David P. Hess Mgmt For For 1H. Election of Director: Robert E. Jordan Mgmt For For 1I. Election of Director: Gary C. Kelly Mgmt For For 1J. Election of Director: Nancy B. Loeffler Mgmt For For 1K. Election of Director: John T. Montford Mgmt For For 1L. Election of Director: Christopher P. Mgmt For For Reynolds 1M. Election of Director: Ron Ricks Mgmt For For 2. Advisory vote to approve the compensation Mgmt For For of the Company's named executive officers. 3. Approval of the Southwest Airlines Co. Mgmt For For Amended and Restated 1991 Employee Stock Purchase Plan. 4. Ratification of the selection of Ernst & Mgmt For For Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2022. 5. Advisory vote on shareholder proposal to Shr For Against permit shareholder removal of directors without cause. 6. Advisory vote on shareholder proposal to Shr For Against require shareholder ratification of termination pay. -------------------------------------------------------------------------------------------------------------------------- SPIRIT AIRLINES, INC. Agenda Number: 935575855 -------------------------------------------------------------------------------------------------------------------------- Security: 848577102 Meeting Type: Annual Meeting Date: 10-May-2022 Ticker: SAVE ISIN: US8485771021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR H. McIntyre Gardner Mgmt For For Myrna M. Soto 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, 2022. 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. -------------------------------------------------------------------------------------------------------------------------- SUNSTONE HOTEL INVESTORS, INC. Agenda Number: 935560981 -------------------------------------------------------------------------------------------------------------------------- Security: 867892101 Meeting Type: Annual Meeting Date: 28-Apr-2022 Ticker: SHO ISIN: US8678921011 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: W. Blake Baird Mgmt For For 1B. Election of Director: Andrew Batinovich Mgmt For For 1C. Election of Director: Monica S. Digilio Mgmt For For 1D. Election of Director: Kristina M. Leslie Mgmt For For 1E. Election of Director: Murray J. McCabe Mgmt For For 1F. Election of Director: Verett Mims Mgmt For For 1G. 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, 2022. 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 2022 Annual Meeting. 4. Approval of the Sunstone Hotel Investors, Mgmt For For Inc. and Sunstone Hotel Partnership, LLC 2022 Incentive Award Plan. -------------------------------------------------------------------------------------------------------------------------- UNITED AIRLINES HOLDINGS, INC. Agenda Number: 935603464 -------------------------------------------------------------------------------------------------------------------------- Security: 910047109 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: UAL ISIN: US9100471096 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Carolyn Corvi Mgmt For For 1B. Election of Director: Matthew Friend Mgmt For For 1C. Election of Director: Barney Harford Mgmt For For 1D. Election of Director: Michele J. Hooper Mgmt For For 1E. Election of Director: Walter Isaacson Mgmt For For 1F. Election of Director: James A. C. Kennedy Mgmt For For 1G. Election of Director: J. Scott Kirby Mgmt For For 1H. Election of Director: Edward M. Philip Mgmt For For 1I. Election of Director: Edward L. Shapiro Mgmt For For 1J. Election of Director: Laysha Ward Mgmt For For 1K. Election of Director: James M. Whitehurst Mgmt For For 2. Ratification of Appointment of Ernst & Mgmt For For Young LLP to Serve as Our Independent Registered Public Accounting Firm for Our Fiscal Year Ending December 31, 2022. 3. A Vote to Approve, on a Nonbinding Advisory Mgmt For For Basis, the Compensation of Our Named Executive Officers. 4. Stockholder Proposal Regarding Disclosure Shr For Against of Lobbying Policies and Activities of Political Spending. -------------------------------------------------------------------------------------------------------------------------- WHITBREAD PLC Agenda Number: 715683442 -------------------------------------------------------------------------------------------------------------------------- Security: G9606P197 Meeting Type: AGM Meeting Date: 15-Jun-2022 Ticker: ISIN: GB00B1KJJ408 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS Mgmt For For FOR THE YEAR ENDED 3 MARCH 2022 2 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt For For POLICY 3 TO APPROVE THE ANNUAL REPORT ON Mgmt Against Against REMUNERATION 4 TO DECLARE A FINAL DIVIDEND OF 34.7 PENCE Mgmt For For PER ORDINARY SHARE 5 TO ELECT HEMANT PATEL AS A DIRECTOR Mgmt For For 6 TO RE-ELECT DAVID ATKINS AS A DIRECTOR Mgmt For For 7 TO RE-ELECT KAL ATWAL AS A DIRECTOR Mgmt For For 8 TO RE-ELECT HORST BAIER AS A DIRECTOR Mgmt For For 9 TO RE-ELECT ALISON BRITTAIN AS A DIRECTOR Mgmt For For 10 TO RE-ELECT FUMBI CHIMA AS A DIRECTOR Mgmt For For 11 TO RE-ELECT ADAM CROZIER AS A DIRECTOR Mgmt For For 12 TO RE-ELECT FRANK FISKERS AS A DIRECTOR Mgmt For For 13 TO RE-ELECT RICHARD GILLINGWATER AS A Mgmt For For DIRECTOR 14 TO RE-ELECT CHRIS KENNEDY AS A DIRECTOR Mgmt For For 15 TO REAPPOINT DELOITTE LLP AS THE AUDITOR Mgmt For For 16 TO AUTHORISE THE BOARD, THROUGH THE AUDIT Mgmt For For COMMITTEE, TO SET THE AUDITOR'S REMUNERATION 17 TO AUTHORISE THE COMPANY TO MAKE POLITICAL Mgmt For For DONATIONS 18 TO AUTHORISE THE BOARD TO ALLOT SHARES Mgmt For For 19 TO AUTHORISE THE DISAPPLICATION OF Mgmt For For PRE-EMPTION RIGHTS 20 TO AUTHORISE THE DISAPPLICATION OF Mgmt For For PRE-EMPTION RIGHTS IN CONNECTION WITH AN ACQUISITION OR SPECIFIED CAPITAL INVESTMENT 21 TO AUTHORISE THE COMPANY TO PURCHASE ITS Mgmt For For OWN ORDINARY SHARES 22 TO ENABLE THE COMPANY TO CALL GENERAL Mgmt For For MEETINGS, OTHER THAN AN ANNUAL GENERAL MEETING,ON REDUCED NOTICE -------------------------------------------------------------------------------------------------------------------------- WIZZ AIR HOLDINGS PLC Agenda Number: 714428097 -------------------------------------------------------------------------------------------------------------------------- Security: G96871101 Meeting Type: AGM Meeting Date: 27-Jul-2021 Ticker: ISIN: JE00BN574F90 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE THE COMPANY'S ANNUAL REPORT AND Mgmt For For ACCOUNTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2021 TOGETHER WITH THE RELATED DIRECTORS' AND AUDITOR'S REPORT 2 THAT THE DIRECTORS' REMUNERATION POLICY, Mgmt Against Against SET OUT ON PAGES 84 TO 90 OF THE 2021 ANNUAL REPORT AND ACCOUNTS, BE AND IS HEREBY APPROVED AND TAKES EFFECT IMMEDIATELY AFTER THE END OF THE AGM ON 27 JULY 2021 3 THAT THE DIRECTORS' REMUNERATION REPORT FOR Mgmt For For THE FINANCIAL YEAR ENDED 31 MARCH 2021, SET OUT ON PAGES 80 TO 98 OF THE 2021 ANNUAL REPORT AND ACCOUNTS (EXCLUDING THE PART CONTAINING THE DIRECTORS' REMUNERATION POLICY), BE AND IS HEREBY APPROVED 4 ADOPTION OF THE WIZZ AIR OMNIBUS PLAN Mgmt For For 5 ADOPTION OF THE WIZZ AIR VALUE CREATION Mgmt Against Against PLAN 6 TO RE-ELECT WILLIAM A. FRANKE AS A DIRECTOR Mgmt Against Against OF THE COMPANY 7 TO RE-ELECT JOZSEF VARADI AS A DIRECTOR OF Mgmt For For THE COMPANY 8 TO RE-ELECT SIMON DUFFY AS A DIRECTOR OF Mgmt For For THE COMPANY 9 TO RE-ELECT SIMON DUFFY AS A DIRECTOR OF Mgmt For For THE COMPANY (INDEPENDENT SHAREHOLDER VOTE) 10 TO RE-ELECT STEPHEN L. JOHNSON AS A Mgmt For For DIRECTOR OF THE COMPANY 11 TO RE-ELECT BARRY ECCLESTON AS A DIRECTOR Mgmt For For OF THE COMPANY 12 TO RE-ELECT BARRY ECCLESTON AS A DIRECTOR Mgmt For For OF THE COMPANY (INDEPENDENT SHAREHOLDER VOTE) 13 TO RE-ELECT ANDREW S. BRODERICK AS A Mgmt For For DIRECTOR OF THE COMPANY 14 TO RE-ELECT CHARLOTTE PEDERSEN AS A Mgmt For For DIRECTOR OF THE COMPANY 15 TO RE-ELECT CHARLOTTE PEDERSEN AS A Mgmt For For DIRECTOR OF THE COMPANY (INDEPENDENT SHAREHOLDER VOTE) 16 TO ELECT CHARLOTTE ANDSAGER AS A DIRECTOR Mgmt For For OF THE COMPANY 17 TO ELECT CHARLOTTE ANDSAGER AS A DIRECTOR Mgmt For For OF THE COMPANY (INDEPENDENT SHAREHOLDER VOTE) 18 TO ELECT ENRIQUE DUPUY DE LOME CHAVARRI AS Mgmt For For A DIRECTOR OF THE COMPANY 19 TO ELECT ENRIQUE DUPUY DE LOME CHAVARRI AS Mgmt For For A DIRECTOR OF THE COMPANY (INDEPENDENT SHAREHOLDER VOTE) 20 TO ELECT ANTHONY RADEV AS A DIRECTOR OF THE Mgmt For For COMPANY 21 TO ELECT ANTHONY RADEV AS A DIRECTOR OF THE Mgmt For For COMPANY (INDEPENDENT SHAREHOLDER VOTE) 22 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt For For THE COMPANY'S AUDITORS UNTIL THE CONCLUSION OF THE NEXT AGM OF THE COMPANY 23 TO AUTHORISE THE AUDIT COMMITTEE (FOR AND Mgmt For For ON BEHALF OF THE BOARD) TO AGREE THE REMUNERATION OF THE AUDITORS 24 AUTHORITY TO ALLOT SHARES Mgmt For For 25 DISAPPLICATION OF PRE-EMPTION RIGHTS Mgmt For For 26 DISAPPLICATION OF PRE-EMPTION RIGHTS IN Mgmt For For CONNECTION WITH AN ACQUISITION OR SPECIFIED CAPITAL INVESTMENT CMMT THE NON-EEA HOLDERS OF WIZZ AIR ORDINARY Non-Voting SHARES SHOULD BE AWARE THAT IN ORDER TO COMPLY WITH OWNERSHIP AND CONTROL REGULATIONS, NON-QUALIFYING HOLDINGS ARE PROPORTIONATELY DISENFRANCHISED (1% OF SHAREHOLDING RESULTS INTO 0.52% OF VOTES). FOR SHAREHOLDERS THAT ARE NON-QUALIFYING NATIONALS, YOU WILL RECEIVE OR SHOULD HAVE RECEIVED A RESTRICTED SHARE NOTICE EXPLAINING WHY THE COMPANY HAS HAD TO RESTRICT THE NUMBER OF ORDINARY SHARES YOU CAN VOTE (RESTRICTED SHARES) AND SETTING FORTH THE NUMBER OF ORDINARY SHARES THAT ARE TREATED AS RESTRICTED SHARES. FURTHER INFORMATION CAN BE FOUND AT EXPLANATORY NOTES 5 TO 8 ON PAGE 7 TO 8 OF THE NOTICE OF AGM 2021. IF YOU HAVE ANY QUESTIONS OR REQUIRE CLARIFICATION, PLEASE CONTACT IHS MARKIT, WIZZ AIR'S PROXY AGENTS ON +44 (0) 203 159 3332, OR REACH OUT TO WIZZ AIR ON INVESTORRELATIONS@WIZZAIR.COM -------------------------------------------------------------------------------------------------------------------------- WIZZ AIR HOLDINGS PLC Agenda Number: 715113091 -------------------------------------------------------------------------------------------------------------------------- Security: G96871101 Meeting Type: OGM Meeting Date: 22-Feb-2022 Ticker: ISIN: JE00BN574F90 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVE PROPOSED PURCHASE PURSUANT TO THE Mgmt For For 2021 NEO PURCHASE AGREEMENT AMENDMENT CMMT 01 FEB 2022: PLEASE NOTE THAT THE MEETING Non-Voting TYPE CHANGED FROM EGM TO OGM. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- WYNDHAM HOTELS & RESORTS, INC. Agenda Number: 935576794 -------------------------------------------------------------------------------------------------------------------------- Security: 98311A105 Meeting Type: Annual Meeting Date: 11-May-2022 Ticker: WH ISIN: US98311A1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Stephen P. Holmes Mgmt For For Geoffrey A. Ballotti Mgmt For For Myra J. Biblowit Mgmt For For James E. Buckman Mgmt For For Bruce B. Churchill Mgmt For For Mukul V. Deoras Mgmt For For Ronald L. Nelson Mgmt For For Pauline D.E. Richards Mgmt For For 2. To vote on an advisory resolution to Mgmt For For approve our executive compensation program. 3. To vote on a proposal to ratify the Mgmt For For appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for fiscal year 2022. Defiance Nasdaq Junior Biotechnology ETF -------------------------------------------------------------------------------------------------------------------------- AC IMMUNE SA Agenda Number: 935508157 -------------------------------------------------------------------------------------------------------------------------- Security: H00263105 Meeting Type: Special Meeting Date: 29-Oct-2021 Ticker: ACIU ISIN: CH0329023102 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election to the Board of Director: Monica Mgmt For For Shaw 1.2 Election to the Board of Director: Monika Mgmt For For Butler 2.1 Amendment of the Article of Association: Mgmt Against Against Authorized Share Capital. 2.2 Amendment of the Article of Association: Mgmt For For Conditional Capital Increase for Bonds and Similar Debt Instruments. 2.3 Amendment of the Article of Association: Mgmt Against Against Conditional Capital Increase for Employee Benefit Plans. 3. If a new agenda item or a new proposal for Mgmt Against an existing agenda item is put before the meeting, I/we hereby authorize and instruct the independent proxy to vote as follows. -------------------------------------------------------------------------------------------------------------------------- ALTIMMUNE INC. Agenda Number: 935486983 -------------------------------------------------------------------------------------------------------------------------- Security: 02155H200 Meeting Type: Annual Meeting Date: 23-Sep-2021 Ticker: ALT ISIN: US02155H2004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Mitchel Sayare, Ph.D. Mgmt No vote Vipin K. Garg, Ph.D. Mgmt No vote David J. Drutz, M.D. Mgmt No vote John M. Gill Mgmt No vote Philip L. Hodges Mgmt No vote Diane Jorkasky, M.D. Mgmt No vote Wayne Pisano Mgmt No vote Klaus O. Schafer MD MPH Mgmt No vote 2. Vote to ratify 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. 3. Hold an advisory vote on the compensation Mgmt Against Against of the Company's named executive officers as disclosed in the attached Proxy Statement. 4. Approve the authorization to adjourn the Mgmt Against Against Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes to approve the proposals. -------------------------------------------------------------------------------------------------------------------------- AVADEL PHARMACEUTICALS PLC Agenda Number: 935459087 -------------------------------------------------------------------------------------------------------------------------- Security: 05337M104 Meeting Type: Annual Meeting Date: 03-Aug-2021 Ticker: AVDL ISIN: US05337M1045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1A Election of Director to serve a one-year Mgmt For For term: Gregory J. Divis O1B Election of Director to serve a one-year Mgmt For For term: Dr. Eric J. Ende O1C Election of Director to serve a one-year Mgmt For For term: Geoffrey M. Glass O1D Election of Director to serve a one-year Mgmt For For term: Dr. Mark A. McCamish O1E Election of Director to serve a one-year Mgmt For For term: Linda S. Palczuk O1F Election of Director to serve a one-year Mgmt For For term: Peter J. Thornton O2 To ratify, in a non-binding vote, the Mgmt For For appointment of Deloitte & Touche LLP as the Company's independent registered public auditor and accounting firm for the fiscal year ending December 31, 2021 and to authorize, in a binding vote, the Audit Committee of the Board of Directors to set the independent registered public auditor and accounting firm remuneration ("Proposal 2"). O3 To renew the Board of Directors' existing Mgmt Against Against authority under Irish law to allot and issue ordinary shares ("Proposal 3"). O4 To approve any motion to adjourn the annual Mgmt Against Against general meeting of shareholders, or any adjournments thereof, to another time and place to solicit additional proxies if there are insufficient votes at the time of the annual general meeting of shareholders to approve any or all of Proposal 5 ("Proposal 4"). S5 To renew the Board of Directors' existing Mgmt Against Against authority under Irish law to opt-out of the statutory pre-emption rights ("Proposal 5"). -------------------------------------------------------------------------------------------------------------------------- BIODELIVERY SCIENCES INTERNATIONAL, INC. Agenda Number: 935469103 -------------------------------------------------------------------------------------------------------------------------- Security: 09060J106 Meeting Type: Annual Meeting Date: 29-Jul-2021 Ticker: BDSI ISIN: US09060J1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Peter S. Greenleaf Mgmt For For 1B. Election of Director: W. Mark Watson Mgmt For For 1C. Election of Director: Jeffrey Bailey Mgmt For For 1D. Election of Director: Kevin Kotler Mgmt For For 1E. Election of Director: Todd C. Davis Mgmt For For 1F. Election of Director: Vanila Singh Mgmt For For 1G. Election of Director: Mark A. Sirgo Mgmt Against Against 2. To ratify the appointment by the Audit Mgmt For For Committee of the Board of Directors of Ernst & Young LLP as the Company's registered public accounting firm for the fiscal year ending December 31, 2021. -------------------------------------------------------------------------------------------------------------------------- CHIASMA, INC. Agenda Number: 935471172 -------------------------------------------------------------------------------------------------------------------------- Security: 16706W102 Meeting Type: Special Meeting Date: 03-Aug-2021 Ticker: CHMA ISIN: US16706W1027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To adopt the merger agreement between Mgmt For For Chiasma, Inc. and Amryt Pharma plc. (the "merger proposal"). 2. To approve, on a non-binding advisory Mgmt For For basis, the compensation that may be paid or become payable to Chiasma's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement (the "advisory, non-binding compensation proposal"). 3. To adjourn or postpone the Chiasma special Mgmt For For meeting to solicit additional proxies, if necessary or appropriate, if there are insufficient votes to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to Chiasma stockholders (the "adjournment proposal"). -------------------------------------------------------------------------------------------------------------------------- COMPUGEN LTD. Agenda Number: 935482670 -------------------------------------------------------------------------------------------------------------------------- Security: M25722105 Meeting Type: Annual Meeting Date: 02-Sep-2021 Ticker: CGEN ISIN: IL0010852080 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Re-election of Director to hold office Mgmt No vote until 2022 annual general meeting: Paul Sekhri 1B. Re-election of Director to hold office Mgmt No vote until 2022 annual general meeting: Anat Cohen-Dayag, Ph.D. 1C. Re-election of Director to hold office Mgmt No vote until 2022 annual general meeting: Eran Perry 1D. Re-election of Director to hold office Mgmt No vote until 2022 annual general meeting: Gilead Halevy 1E. Re-election of Director to hold office Mgmt No vote until 2022 annual general meeting: Jean-Pierre Bizzari, M.D. 1F. Re-election of Director to hold office Mgmt No vote until 2022 annual general meeting: Kinneret Livnat Savitzky, Ph.D. 1G. Re-election of Director to hold office Mgmt No vote until 2022 annual general meeting: Sanford (Sandy) Zweifach 2. To approve the proposed amendment to the Mgmt No vote form of indemnification undertaking and exemption and release letters of the Company and the entrance into such letters with its incumbent and future Office Holders (as defined in the Proxy Statement). 2A. Are you a "controlling shareholder" or do Mgmt No vote you have a "personal interest" in Item 2 (as each such term is defined under the Companies Law)? If you do not vote For=Yes or Against = NO your vote will not count for Proposal 2. 3. To re-appoint Kost Forer Gabbay & Kasierer Mgmt No vote (a member of Ernst & Young Global), as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021, and until the next annual general meeting of the Company's shareholders, and to authorize the Board of Directors, upon recommendation of the Audit Committee, to determine the remuneration of Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global), in accordance with the volume and nature of its services. -------------------------------------------------------------------------------------------------------------------------- EAGLE PHARMACEUTICALS, INC. Agenda Number: 935441054 -------------------------------------------------------------------------------------------------------------------------- Security: 269796108 Meeting Type: Annual Meeting Date: 13-Jul-2021 Ticker: EGRX ISIN: US2697961082 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michael Graves Mgmt Withheld Against Richard A. Edlin Mgmt Withheld Against 2. To ratify the selection by the audit Mgmt For For committee of the Board of Directors of Ernst & Young, LLP as the Company's independent registered public accounting firm 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. -------------------------------------------------------------------------------------------------------------------------- GAMIDA CELL LTD. Agenda Number: 935510710 -------------------------------------------------------------------------------------------------------------------------- Security: M47364100 Meeting Type: Annual Meeting Date: 17-Nov-2021 Ticker: GMDA ISIN: IL0011552663 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Class III Director to hold Mgmt No vote office until the annual general meeting to be held in 2024: Mr. Robert I. Blum 1B. Election of Class III Director to hold Mgmt No vote office until the annual general meeting to be held in 2024: Dr. Julian Adams 1C. Election of Class III Director to hold Mgmt No vote office until the annual general meeting to be held in 2024: Mr. Ofer Gonen 2. To approve an amendment of the terms of Mgmt No vote office and employment of the Company's Chief Executive Officer (and a member of the Board), Dr. Julian Adams. 3. To approve an amendment to the Mgmt No vote indemnification agreements for directors and executives officers. 3A. Are you a controlling shareholder in the Mgmt No vote Company, or do you have a personal interest in the approval of Proposal No. 3? (If your interest arises solely from the fact that you hold shares in the Company, you would not be deemed to have a personal interest.) (Please note: If you do not mark either Yes or No, your shares will not be voted for Proposal No. 3.) Mark "for" = yes or "against" = no. 4. To approve an amendment to the Company's Mgmt No vote 2017 Share Incentive Plan. 5. To approve amendments to the Company's Mgmt No vote amended and restated articles of association. 6. To approve an amendment to the compensation Mgmt No vote terms for directors of the Company. 7. To approve the re-appointment of Kost, Mgmt No vote Forer, Gabbay & Kasierer, a member firm of Ernst & Young Global, as the Company's independent auditors for the fiscal year ending December 31, 2021, and its service until the annual general meeting of shareholders to be held in 2022. -------------------------------------------------------------------------------------------------------------------------- IMMUNOVANT INC Agenda Number: 935486111 -------------------------------------------------------------------------------------------------------------------------- Security: 45258J102 Meeting Type: Annual Meeting Date: 09-Sep-2021 Ticker: IMVT ISIN: US45258J1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Peter Salzmann, MD, MBA Mgmt Withheld Against Douglas Hughes Mgmt Withheld Against George Migausky Mgmt Withheld Against 2. Ratification of the selection by the Audit Mgmt For For Committee of our Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2022. 3. Non-binding, advisory approval on the Mgmt 1 Year For frequency of future non-binding advisory votes on the compensation of our named executive officers. 4. Approval of the repricing of certain Mgmt Against Against outstanding stock options granted under the 2019 Equity Incentive Plan. -------------------------------------------------------------------------------------------------------------------------- KADMON HOLDINGS, INC. Agenda Number: 935504616 -------------------------------------------------------------------------------------------------------------------------- Security: 48283N106 Meeting Type: Special Meeting Date: 05-Nov-2021 Ticker: KDMN ISIN: US48283N1063 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To adopt the Agreement and Plan of Merger, Mgmt For For dated September 7, 2021, by and among Kadmon Holdings, Inc., Sanofi and Latour Merger Sub, Inc. and approve the Merger. 2. To adjourn the Special Meeting, if Mgmt For For necessary and for the minimum amount of time reasonable under the circumstances, to ensure any supplement or amendment to the proxy statement is provided to the stockholders of Kadmon Holdings, Inc. a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve to the proposal to adopt the Merger Agreement and approve the Merger. -------------------------------------------------------------------------------------------------------------------------- KALVISTA PHARMACEUTICALS INC Agenda Number: 935485892 -------------------------------------------------------------------------------------------------------------------------- Security: 483497103 Meeting Type: Annual Meeting Date: 30-Sep-2021 Ticker: KALV ISIN: US4834971032 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Class III Director until the Mgmt Against Against 2024 annual meeting: ALBERT CHA 1B. Election of Class III Director until the Mgmt Against Against 2024 annual meeting: MARTIN EDWARDS 1C. Election of Class III Director until the Mgmt For For 2024 annual meeting: NANCY STUART 2. The ratification of the selection, by the Mgmt For For audit committee of our board, of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending April 30, 2022. 3. Approval, on a non-binding advisory basis, Mgmt For For of the compensation paid by us to our named executive officers as disclosed in the Proxy Statement. -------------------------------------------------------------------------------------------------------------------------- KODIAK SCIENCES INC. Agenda Number: 935497176 -------------------------------------------------------------------------------------------------------------------------- Security: 50015M109 Meeting Type: Special Meeting Date: 13-Oct-2021 Ticker: KOD ISIN: US50015M1099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve the Company's 2021 Long-Term Mgmt Against Against Performance Incentive Plan. -------------------------------------------------------------------------------------------------------------------------- PHIBRO ANIMAL HEALTH CORPORATION Agenda Number: 935495843 -------------------------------------------------------------------------------------------------------------------------- Security: 71742Q106 Meeting Type: Annual Meeting Date: 01-Nov-2021 Ticker: PAHC ISIN: US71742Q1067 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Gerald K. Carlson Mgmt Withheld Against Mary Lou Malanoski Mgmt For For Carol A. Wrenn Mgmt For For 2. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2022. -------------------------------------------------------------------------------------------------------------------------- REDHILL BIOPHARMA LTD. Agenda Number: 935466486 -------------------------------------------------------------------------------------------------------------------------- Security: 757468103 Meeting Type: Annual Meeting Date: 26-Jul-2021 Ticker: RDHL ISIN: US7574681034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 To appoint Kesselman & Kesselman, certified Mgmt For For public accountants in Israel and a member of PricewaterhouseCoopers International ...Due to space limits, see proxy material for full proposal.. 2A Re-election of Director for a three-year Mgmt For For term until the annual general meeting to be held in 2024: Mr. Ofer Tsimchi 2B Re-election of Director for a three-year Mgmt For For term until the annual general meeting to be held in 2024: Mr. Eric Swenden 2C Election of Director for a three-year term Mgmt For For until the annual general meeting to be held in 2024: Mr. Alessandro Della Cha 3 To approve amended terms of service of the Mgmt For For directors of the Company. 4 To approve amendments to the Company's Mgmt For For Compensation Policy. 4A Are you a controlling shareholder or do you Mgmt Against have a personal MARK "FOR" = YES OR "AGAINST" = NO. ...Due to space limits, see proxy material for full proposal.. 5 To approve an amendment to the Company's Mgmt For For Letters of Exemption and Indemnification to the Company's officers and directors. 5A Are you a controlling shareholder or do you Mgmt Against have a personal MARK "FOR" = YES OR "AGAINST" = NO. ...Due to space limits, see proxy material for full proposal.. 6 To approve an amendment to the Company's Mgmt For For Amended and Restated Award Plan (2010). 7 To approve a grant of options to purchase Mgmt Against Against American Depository ...Due to space limits, see proxy material for full proposal.. 8 To approve a grant of options to purchase Mgmt Against Against ADSs of the Company to Mr. Rick D. Scruggs. 9 To approve a grant of options to purchase Mgmt Against Against ADS's of the Company to Mr. Dror Ben-Asher. 9A Are you a controlling shareholder or do you Mgmt Against have a personal MARK "FOR" = YES OR "AGAINST" = NO. ..Due to space limits, see proxy material for full proposal. 10 To approve a grant of additional options to Mgmt Against Against U.S. directors of the Company. 11 To approve an annual bonus and an increase Mgmt Against Against in salary to Mr. Rick D. Scruggs, the Company's Chief Commercial Officer. 12 To approve amended terms of employment of Mgmt For For Mr. Rick D. Scruggs. 12A Are you a controlling shareholder or do you Mgmt Against have a personal MARK "FOR" = YES OR "AGAINST" = NO. ...Due to space limits, see proxy material for full proposal.. 13 To approve amended terms of employment of Mgmt For For Ms. June Almenoff. 13A Are you a controlling shareholder or do you Mgmt Against have a personal MARK "FOR" = YES OR "AGAINST" = NO. ...Due to space limits, see proxy material for full proposal.. -------------------------------------------------------------------------------------------------------------------------- REPLIMUNE GROUP INC Agenda Number: 935476590 -------------------------------------------------------------------------------------------------------------------------- Security: 76029N106 Meeting Type: Annual Meeting Date: 08-Sep-2021 Ticker: REPL ISIN: US76029N1063 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Robert Coffin, Ph.D. Mgmt Withheld Against Hyam Levitsky, M.D. Mgmt Withheld Against Dieter Weinand Mgmt Withheld Against 2. To ratify the selection of Mgmt For For PricewaterhouseCoopers LLP as the independent registered public accounting firm for Replimune Group, Inc. for the fiscal year ending March 31, 2022. -------------------------------------------------------------------------------------------------------------------------- SPERO THERAPEUTICS, INC. Agenda Number: 935472958 -------------------------------------------------------------------------------------------------------------------------- Security: 84833T103 Meeting Type: Annual Meeting Date: 17-Aug-2021 Ticker: SPRO ISIN: US84833T1034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Cynthia Smith Mgmt Withheld Against Scott Jackson Mgmt Withheld Against John C. Pottage, Jr, MD Mgmt Withheld Against 2. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP, an independent registered public accounting firm, as the independent auditors of Spero Therapeutics, Inc. for the fiscal year ending December 31, 2021. 3. To approve amendments to the 2017 Stock Mgmt Against Against Incentive Plan. 4. To approve an amendment to our Amended and Mgmt For For Restated Certificate of Incorporation to increase the total number of shares of common stock authorized for issuance thereunder from 60,000,000 shares to 120,000,000 shares. -------------------------------------------------------------------------------------------------------------------------- TCR2 THERAPEUTICS INC. Agenda Number: 935493293 -------------------------------------------------------------------------------------------------------------------------- Security: 87808K106 Meeting Type: Annual Meeting Date: 22-Oct-2021 Ticker: TCRR ISIN: US87808K1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Garry E. Menzel, Ph.D. Mgmt Withheld Against Ansbert Gadicke, M.D. Mgmt Withheld Against Neil Gibson, Ph.D. Mgmt Withheld Against 2. To ratify the appointment of KPMG LLP as Mgmt For For our independent registered public accounting firm for the fiscal year ending December 31, 2021. -------------------------------------------------------------------------------------------------------------------------- UNIQURE N.V. Agenda Number: 935500997 -------------------------------------------------------------------------------------------------------------------------- Security: N90064101 Meeting Type: Special Meeting Date: 21-Oct-2021 Ticker: QURE ISIN: NL0010696654 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Appointment of Rachelle Jacques as a Mgmt For For non-executive director. -------------------------------------------------------------------------------------------------------------------------- VYNE THERAPEUTICS INC. Agenda Number: 935457475 -------------------------------------------------------------------------------------------------------------------------- Security: 92941V209 Meeting Type: Annual Meeting Date: 19-Jul-2021 Ticker: VYNE ISIN: US92941V2097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR David Domzalski Mgmt Withheld Against Patrick LePore Mgmt For For 2. To ratify the selection by the Audit Mgmt For For Committee of the Company's Board of Directors of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2021. 3. To approve and adopt an amendment to the Mgmt For For Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 75,000,000 to 150,000,000. -------------------------------------------------------------------------------------------------------------------------- WAVE LIFE SCIENCES LTD. Agenda Number: 935469379 -------------------------------------------------------------------------------------------------------------------------- Security: Y95308105 Meeting Type: Annual Meeting Date: 10-Aug-2021 Ticker: WVE ISIN: SG9999014716 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Paul B. Bolno, M.D., Mgmt For For MBA 1B. Election of Director: Mark H. N. Corrigan, Mgmt For For M.D. 1C. Election of Director: Christian Henry Mgmt For For 1D. Election of Director: Peter Kolchinsky, Mgmt For For Ph.D. 1E. Election of Director: Adrian Rawcliffe Mgmt For For 1F. Election of Director: Ken Takanashi Mgmt For For 1G. Election of Director: Aik Na Tan Mgmt For For 1H. Election of Director: Gregory L. Verdine, Mgmt For For Ph.D. 1I. Election of Director: Heidi L. Wagner, J.D. Mgmt For For 2. To approve the re-appointment of KPMG LLP Mgmt For For to serve as our independent registered public accounting firm and independent Singapore auditor for the year ending December 31, 2021, and to authorize the Audit Committee of the Board of Directors to fix KPMG LLP's remuneration for services provided through the date of our 2022 Annual General Meeting of Shareholders. 3. To approve the Company's payment of cash Mgmt For For and equity-based compensation to non-employee directors for service on the Board of Directors and its committees (including payment in arrears to the Research and Development Committee for service for the period of January 1, 2021 through the date of the 2021 AGM and payments relating to withholding taxes to be paid to the U.S. Internal Revenue Service on behalf of one of our ex-U.S. Directors), in the manner and on the basis set forth under ...(due to space limits, see proxy statement for full proposal). 4. To approve the Company's 2021 Equity Mgmt Against Against Incentive Plan in the manner and on the basis as set forth under "Proposal 4: Approval of the 2021 Equity Incentive Plan" in the proxy statement and for our Board of Directors and/or a committee of our Board of Directors, to be authorized to (a) grant awards in accordance with the provisions of the 2021 Equity Incentive Plan; and (b) allot and issue from time to time such number of ordinary shares as may be required to be issued pursuant to the grant of awards under the 2021 Equity Incentive Plan. 5. To authorize the Board of Directors to Mgmt For For allot and issue Ordinary Shares of Wave Life Sciences Ltd. 6. To approve by a non-binding advisory vote Mgmt For For the compensation of our named executive officers as disclosed in the proxy statement. -------------------------------------------------------------------------------------------------------------------------- XERIS PHARMACEUTICALS, INC Agenda Number: 935481022 -------------------------------------------------------------------------------------------------------------------------- Security: 98422L107 Meeting Type: Special Meeting Date: 14-Sep-2021 Ticker: XERS ISIN: US98422L1070 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To adopt the Transaction Agreement, dated Mgmt For For as of May 24, 2021, (as it may be amended, supplemented or otherwise modified from time to time, the "Transaction Agreement"), by and among Xeris Pharmaceuticals, Inc. ("Xeris"), Strongbridge Biopharma plc ("Strongbridge"), Xeris Biopharma Holdings, Inc. ("HoldCo"), and Wells MergerSub, Inc. ("MergerSub"), pursuant to which HoldCo will acquire the entire issued and to be issued ordinary share capital of Strongbridge (the "Acquisition"). 2. To approve, immediately after and Mgmt For For conditioned on the consummation of the Acquisition, the merger of MergerSub with and into Xeris, as a result of which the separate corporate existence of MergerSub will cease and Xeris will continue as the surviving corporation and a wholly owned subsidiary of HoldCo (the "Merger"). 3. To approve a proposal to adjourn or Mgmt For For postpone the special meeting to another date or time, if necessary or appropriate as determined by Xeris, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to adopt the Transaction Agreement and approve the Merger. Defiance Next Gen Altered Experience ETF -------------------------------------------------------------------------------------------------------------------------- 22ND CENTURY GROUP, INC. Agenda Number: 935644799 -------------------------------------------------------------------------------------------------------------------------- Security: 90137F103 Meeting Type: Annual Meeting Date: 16-Jun-2022 Ticker: XXII ISIN: US90137F1030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR James A. Mish Mgmt For For Anthony Johnson Mgmt For For Nora B. Sullivan Mgmt For For 2. To approve, by non-binding vote, 2021 Mgmt Against Against executive compensation. 3. Ratification of the appointment of Freed Mgmt For For Maxick CPA's as the independent registered public accounting firm. -------------------------------------------------------------------------------------------------------------------------- ATAI LIFE SCIENCES N.V. Agenda Number: 935647391 -------------------------------------------------------------------------------------------------------------------------- Security: N0731H103 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: ATAI ISIN: NL0015000DX5 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Appointment of Deloitte & Touche LLP as Mgmt For For ATAI Life Sciences N.V.'s external auditor for fiscal year 2022 for purposes of Dutch law. 2. Re-appointment of Michael Auerbach as a Mgmt Against Against supervisory director of ATAI Life Sciences N.V. 3. Re-appointment of Jason Camm as a Mgmt Against Against supervisory director of ATAI Life Sciences N.V. 4. Extension of the authorization of ATAI Life Mgmt Against Against Sciences N.V.'s management board to issue shares and grant rights to subscribe for shares. 5. Extension of the authorization of ATAI Life Mgmt Against Against Sciences N.V.'s management board to limit and exclude pre-emption rights. 6. Extension of the authorization of ATAI Life Mgmt Against Against Sciences N.V.'s management board to acquire shares (or depositary receipts for such shares) in ATAI Life Sciences N.V.'s capital. 7. Articles Amendment A - Approval of Mgmt For For amendment of Articles of Association to provide for a quorum of at least 33-1/3% of common shares at any general meeting of shareholders and authorization to implement such amendment. 8. Articles Amendment B - Approval of Mgmt For For amendment of Articles of Association to include U.S. federal forum selection clause and authorization to implement such amendment. -------------------------------------------------------------------------------------------------------------------------- AURORA CANNABIS INC Agenda Number: 714719068 -------------------------------------------------------------------------------------------------------------------------- Security: 05156X884 Meeting Type: AGM Meeting Date: 12-Nov-2021 Ticker: ISIN: CA05156X8843 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTIONS 1, 4 AND 5 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 2.1 TO 2.8 AND 3. THANK YOU 1 TO SET THE NUMBER OF DIRECTORS AT EIGHT (8) Mgmt For For 2.1 ELECTION OF DIRECTOR: RON FUNK Mgmt For For 2.2 ELECTION OF DIRECTOR: MIGUEL MARTIN Mgmt For For 2.3 ELECTION OF DIRECTOR: MICHAEL SINGER Mgmt For For 2.4 ELECTION OF DIRECTOR: NORMA BEAUCHAMP Mgmt For For 2.5 ELECTION OF DIRECTOR: MARGARET SHAN ATKINS Mgmt For For 2.6 ELECTION OF DIRECTOR: THERESA FIRESTONE Mgmt For For 2.7 ELECTION OF DIRECTOR: ADAM SZWERAS Mgmt For For 2.8 ELECTION OF DIRECTOR: LANCE FRIEDMANN Mgmt For For 3 APPOINTMENT OF KPMG LLP AS AUDITORS OF THE Mgmt For For COMPANY FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION 4 TO CONSIDER AND, IF DEEMED APPROPRIATE, TO Mgmt Against Against PASS WITH OR WITHOUT VARIATION, A NON-BINDING ADVISORY RESOLUTION ON THE COMPANY'S APPROACH TO EXECUTIVE COMPENSATION, AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING INFORMATION CIRCULAR 5 TO RENEW AND CONFIRM BY ORDINARY Mgmt For For RESOLUTION, THE COMPANY'S EXISTING SHAREHOLDER RIGHTS PLAN AND ITS CONTINUATION FOR A THREE-YEAR PERIOD, AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING INFORMATION CIRCULAR -------------------------------------------------------------------------------------------------------------------------- CARDIOL THERAPEUTICS INC Agenda Number: 715689709 -------------------------------------------------------------------------------------------------------------------------- Security: 14161Y200 Meeting Type: AGM Meeting Date: 28-Jun-2022 Ticker: ISIN: CA14161Y2006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'ABSTAIN' FOR ALL RESOLUTIONS. THANK YOU 1.1 ELECTION OF DIRECTOR: DAVID ELSLEY Mgmt For For 1.2 ELECTION OF DIRECTOR: JENNIFER CHAO Mgmt For For 1.3 ELECTION OF DIRECTOR: MICHAEL WILLNER Mgmt For For 1.4 ELECTION OF DIRECTOR: COLIN STOTT Mgmt For For 1.5 ELECTION OF DIRECTOR: PETER PEKOS Mgmt For For 1.6 ELECTION OF DIRECTOR: DR. GUILLERMO Mgmt For For TORRE-AMIONE 1.7 ELECTION OF DIRECTOR: CHRIS WADDICK Mgmt For For 1.8 ELECTION OF DIRECTOR: TERI LOXAM Mgmt For For 2 TO APPOINT BDO CANADA LLP, CHARTERED Mgmt For For PROFESSIONAL ACCOUNTANTS, AS AUDITORS OF THE CORPORATION AND TO AUTHORIZE REMUNERATION TO BE FIXED BY THE BOARD -------------------------------------------------------------------------------------------------------------------------- CBDMD, INC. Agenda Number: 935549418 -------------------------------------------------------------------------------------------------------------------------- Security: 12482W101 Meeting Type: Annual Meeting Date: 11-Mar-2022 Ticker: YCBD ISIN: US12482W1018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Martin A. Sumichrast Mgmt No vote R. Scott Coffman Mgmt No vote Bakari Sellers Mgmt No vote William F. Raines, III Mgmt No vote Peter J. Ghiloni Mgmt No vote Scott G. Stephen Mgmt No vote 2 The ratification of the appointment of Mgmt No vote Cherry Bekaert LLP as the Company's independent registered public firm. -------------------------------------------------------------------------------------------------------------------------- CHARLOTTE'S WEB HOLDINGS INC Agenda Number: 715616453 -------------------------------------------------------------------------------------------------------------------------- Security: 16106R109 Meeting Type: AGM Meeting Date: 22-Jun-2022 Ticker: ISIN: CA16106R1091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTIONS 1 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 2.A TO 2.E AND 3. THANK YOU. 1 TO SET THE NUMBER OF DIRECTORS OF THE Mgmt For For COMPANY AT FIVE (5) 2.A ELECTION OF DIRECTOR: JOHN HELD Mgmt For For 2.B ELECTION OF DIRECTOR: JACQUES TORTOROLI Mgmt For For 2.C ELECTION OF DIRECTOR: JEAN BIRCH Mgmt For For 2.D ELECTION OF DIRECTOR: SUSAN VOGT Mgmt For For 2.E ELECTION OF DIRECTOR: TIM SAUNDERS Mgmt For For 3 TO APPOINT ERNST & YOUNG LLP AS AUDITORS Mgmt For For FOR THE ENSUING YEAR AND TO AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY TO FIX THE REMUNERATION TO BE PAID TO THE AUDITORS -------------------------------------------------------------------------------------------------------------------------- COMPASS PATHWAYS PLC Agenda Number: 935652506 -------------------------------------------------------------------------------------------------------------------------- Security: 20451W101 Meeting Type: Annual Meeting Date: 16-Jun-2022 Ticker: CMPS ISIN: US20451W1018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To re-elect as a director Thomas Lonngren, Mgmt Against Against who retires by rotation in accordance with the Company's Articles of Association. 2. To re-elect as a director Robert McQuade, Mgmt For For who retires by rotation in accordance with the Company's Articles of Association. 3. To re-appoint PricewaterhouseCoopers LLP, Mgmt For For an English registered limited liability partnership, as U.K. statutory auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders. 4. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP, an English registered limited liability partnership, as the Company's independent registered public accounting firm, for the fiscal year ending December 31, 2022. 5. To authorize the Audit and Risk Committee Mgmt For For to determine the Company's auditors' remuneration for the fiscal year ending December 31, 2022. 6. To receive the U.K. statutory annual Mgmt For For accounts and reports for the fiscal year ended December 31, 2021 and to note that the Directors do not recommend the payment of any dividend for the year ended December 31, 2021. 7. To receive and approve on an advisory basis Mgmt For For the Company's U.K. statutory directors' remuneration report for the year ended December 31, 2021, which is set forth as Annex A to the proxy statement. 8. To approve, on a non-binding, advisory Mgmt 1 Year For basis, the alternative of every one year, two years, or three years as the preferred frequency with which the Company is to hold an advisory vote on the compensation of the Company's named executive officers and the frequency that receives the highest number of votes cast by shareholders in person or by proxy at the AGM will be deemed the preferred frequency. 9. To approve, on a non-binding, advisory Mgmt For For basis, the compensation of the Company's named executive officers for the year ended December 31, 2021. -------------------------------------------------------------------------------------------------------------------------- CRONOS GROUP INC Agenda Number: 715631784 -------------------------------------------------------------------------------------------------------------------------- Security: 22717L101 Meeting Type: AGM Meeting Date: 23-Jun-2022 Ticker: ISIN: CA22717L1013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 1.A TO 1.G AND 3. THANK YOU. 1.A ELECTION OF DIRECTOR: JASON ADLER Mgmt Abstain Against 1.B ELECTION OF DIRECTOR: KENDRICK ASHTON, JR Mgmt For For 1.C ELECTION OF DIRECTOR: JODY BEGLEY Mgmt For For 1.D ELECTION OF DIRECTOR: MURRAY GARNICK Mgmt For For 1.E ELECTION OF DIRECTOR: MICHAEL GORENSTEIN Mgmt Abstain Against 1.F ELECTION OF DIRECTOR: HEATHER NEWMAN Mgmt For For 1.G ELECTION OF DIRECTOR: JAMES RUDYK Mgmt Abstain Against 2 ADOPTION OF AN ADVISORY (NON-BINDING) Mgmt Against Against RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT DATED APRIL 29, 2022 3 APPOINTMENT OF KPMG LLP TO SERVE AS THE Mgmt For For COMPANY'S REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2022 AND TO AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY TO FIX THEIR REMUNERATION -------------------------------------------------------------------------------------------------------------------------- CYBIN INC Agenda Number: 714503174 -------------------------------------------------------------------------------------------------------------------------- Security: 23256X100 Meeting Type: MIX Meeting Date: 16-Aug-2021 Ticker: ISIN: CA23256X1006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTIONS 2 AND 4 TO 6 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 1 AND 3.A TO 3.F. THANK YOU 1 TO APPOINT ZEIFMANS LLP AS AUDITOR OF THE Mgmt For For CORPORATION FOR THE ENSUING YEAR AND TO AUTHORIZE THE DIRECTORS OF THE CORPORATION TO FIX ITS REMUNERATION 2 TO CONSIDER AND, IF THOUGHT APPROPRIATE, Mgmt For For PASS, WITH OR WITHOUT VARIATION, A SPECIAL RESOLUTION TO SET THE NUMBER OF DIRECTORS OF THE CORPORATION AT SIX (6), AS MORE FULLY DESCRIBED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR DATED JULY 19, 2021 (THE "CIRCULAR") 3.A ELECTION OF DIRECTOR: ERIC SO Mgmt Abstain Against 3.B ELECTION OF DIRECTOR: PAUL GLAVINE Mgmt For For 3.C ELECTION OF DIRECTOR: ERIC HOSKINS Mgmt For For 3.D ELECTION OF DIRECTOR: GRANT FROESE Mgmt For For 3.E ELECTION OF DIRECTOR: MARK LAWSON Mgmt For For 3.F ELECTION OF DIRECTOR: THERESA FIRESTONE Mgmt For For 4 TO CONSIDER AND, IF THOUGHT APPROPRIATE, Mgmt For For PASS, WITH OR WITHOUT VARIATION, A SPECIAL RESOLUTION TO AUTHORIZE THE DIRECTORS OF THE CORPORATION TO SET THE NUMBER OF DIRECTORS OF THE CORPORATION BETWEEN THE MINIMUM AND MAXIMUM PROVIDED IN THE ARTICLES, AS MORE FULLY DESCRIBED IN THE ACCOMPANYING CIRCULAR 5 TO CONSIDER AND, IF THOUGHT APPROPRIATE, Mgmt Against Against PASS, WITH OR WITHOUT VARIATION, A RESOLUTION TO APPROVE CERTAIN AMENDMENTS TO THE CORPORATION'S EQUITY INCENTIVE PLAN, AS MORE FULLY DESCRIBED IN THE ACCOMPANYING CIRCULAR 6 TO CONSIDER AND, IF THOUGHT APPROPRIATE, Mgmt Against Against PASS, WITH OR WITHOUT VARIATION, A RESOLUTION TO AUTHORIZE AND APPROVE THE ADOPTION OF A SHAREHOLDER RIGHTS PLAN OF THE CORPORATION, AS MORE FULLY DESCRIBED IN THE ACCOMPANYING CIRCULAR -------------------------------------------------------------------------------------------------------------------------- FIELD TRIP HEALTH LTD Agenda Number: 714613937 -------------------------------------------------------------------------------------------------------------------------- Security: 31656R102 Meeting Type: MIX Meeting Date: 24-Sep-2021 Ticker: ISIN: CA31656R1029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTION 3 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 1.1 TO 1.7 AND 2. THANK YOU 1.1 ELECTION OF DIRECTOR: RONAN LEVY Mgmt Abstain Against 1.2 ELECTION OF DIRECTOR: JOSEPH DEL MORAL Mgmt Abstain Against 1.3 ELECTION OF DIRECTOR: HANNAN FLEIMAN Mgmt Abstain Against 1.4 ELECTION OF DIRECTOR: DIETER WEINAND Mgmt For For 1.5 ELECTION OF DIRECTOR: HELEN BOUDREAU Mgmt For For 1.6 ELECTION OF DIRECTOR: ELLEN LUBMAN Mgmt For For 1.7 ELECTION OF DIRECTOR: BARRY FISHMAN Mgmt For For 2 THE APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For AUDITOR OF THE CORPORATION AND TO AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION THEREOF 3 APPROVAL, WITH OR WITHOUT VARIATION, OF THE Mgmt Against Against AMENDED AND RESTATED EQUITY INCENTIVE PLAN SUBSTANTIALLY IN THE FORM ATTACHED AS SCHEDULE C TO THE CIRCULAR -------------------------------------------------------------------------------------------------------------------------- FIELD TRIP HEALTH LTD Agenda Number: 715697605 -------------------------------------------------------------------------------------------------------------------------- Security: 31656R102 Meeting Type: SGM Meeting Date: 27-Jun-2022 Ticker: ISIN: CA31656R1029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT 14 JUN 2022: PLEASE NOTE THAT SHAREHOLDERS Non-Voting ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING 1 TO CONSIDER, PURSUANT TO AN ORDER OF THE Mgmt For For ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) DATED MAY 18, 2022, AND, IF DEEMED ADVISABLE, TO APPROVE, WITH OR WITHOUT VARIATION, A SPECIAL RESOLUTION OF THE FIELD TRIP SHAREHOLDERS (THE "ARRANGEMENT RESOLUTION") APPROVING A STATUTORY PLAN OF ARRANGEMENT PURSUANT TO SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT AMONG FIELD TRIP, THE FIELD TRIP SHAREHOLDERS AND FIELD TRIP HEALTH & WELLNESS LTD. ("SPINCO"), AS MORE FULLY DESCRIBED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR DATED MAY 20, 2022 (THE "INFORMATION CIRCULAR") 2 TO CONSIDER AND, IF DEEMED ADVISABLE, TO Mgmt For For PASS, WITH OR WITHOUT VARIATION, AN ORDINARY RESOLUTION OF THE DISINTERESTED SHAREHOLDERS (AS SUCH TERM IS DEFINED IN THE INFORMATION CIRCULAR), THE FULL TEXT OF WHICH IS SET FORTH IN THE INFORMATION CIRCULAR, APPROVING A PRIVATE PLACEMENT BY SPINCO OF SECURITIES OF SPINCO TO RAISE UP TO APPROXIMATELY CAD23,740,000, OR SUCH OTHER AMOUNT AS THE BOARD OF DIRECTORS OF SPINCO MAY DETERMINE, ON TERMS ACCEPTABLE TO SPINCO, WHICH PRIVATE PLACEMENT IS EXPECTED TO BE COMPRISED OF (I) AN INITIAL OFFERING, IN ONE OR MORE TRANCHES, OF COMMON SHARES IN THE CAPITAL OF SPINCO (THE "SPINCO SHARES") AT A PRICE OF NOT LESS THAN CAD0.50 PER SPINCO SHARE, AND (II) A SUBSEQUENT OR CONCURRENT OFFERING, IN ONE OR MORE TRANCHES, OF SUBSCRIPTION RECEIPTS OF SPINCO (THE "SPINCO SUBSCRIPTION RECEIPTS") AT A PRICE OF NOT LESS THAN CAD0.50 PER SPINCO SUBSCRIPTION RECEIPT, ALL AS MORE PARTICULARLY SET FORTH IN THE INFORMATION CIRCULAR, PROVIDED THAT SUCH RESOLUTION SHALL NOT BECOME EFFECTIVE UNLESS THE ARRANGEMENT RESOLUTION IS PASSED 3 TO CONSIDER AND, IF DEEMED ADVISABLE, TO Mgmt For For PASS, WITH OR WITHOUT VARIATION, AN ORDINARY RESOLUTION APPROVING THE ADOPTION BY SPINCO OF A ROLLING 10.0% STOCK OPTION PLAN, SUBJECT TO STOCK EXCHANGE ACCEPTANCE, AS MORE FULLY DESCRIBED IN THE INFORMATION CIRCULAR, PROVIDED THAT SUCH RESOLUTION SHALL NOT BECOME EFFECTIVE UNLESS THE ARRANGEMENT RESOLUTION IS PASSED CMMT "PLEASE NOTE THAT THIS MEETING MENTIONS Non-Voting DISSENTER'S RIGHTS, PLEASE REFER TO THE MANAGEMENT INFORMATION CIRCULAR FOR DETAILS" CMMT 15 JUN 2022: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO MODIFICATION OF COMMENT AND POSTPONEMENT OF THE MEETING DATE FROM 20 JUN 2022 TO 27 JUN 2022. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- FORIAN INC. Agenda Number: 935636918 -------------------------------------------------------------------------------------------------------------------------- Security: 34630N106 Meeting Type: Annual Meeting Date: 15-Jun-2022 Ticker: FORA ISIN: US34630N1063 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class I Director to serve until Mgmt Abstain Against the 2025 Annual meeting: Stanley S. Trotman, Jr. 1b. Election of Class I Director to serve until Mgmt Abstain Against the 2025 Annual meeting: Kristiina Vuori, M.D., Ph.D. 1c. Election of Class I Director to serve until Mgmt Abstain Against the 2025 Annual meeting: Martin Wygod 2. To amend our 2020 Equity Incentive Plan to Mgmt Against Against increase the number of shares authorized for issuance by 2,400,000 shares. 3. To ratify the appointment of Marcum LLP as Mgmt For For our independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- GROWGENERATION CORP. Agenda Number: 935632958 -------------------------------------------------------------------------------------------------------------------------- Security: 39986L109 Meeting Type: Annual Meeting Date: 23-Jun-2022 Ticker: GRWG ISIN: US39986L1098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Darren Lampert Mgmt For For Michael Salaman Mgmt For For Eula Adams Mgmt For For Stephen Aiello Mgmt Withheld Against Paul Ciasullo Mgmt Withheld Against 2. To provide an advisory vote to approve the Mgmt For For compensation paid to the Company's named executive officers pursuant to the Dodd- Frank Wall Street Reform and Consumer Protection Act of 2010 ("Say-on-Pay"). 3. To provide an advisory vote to approve how Mgmt 1 Year Against frequently the Company should seek a Say-on-Pay advisory vote pursuant to the Dodd-Frank Act ("Say-on-Frequency"). 4. To approve and ratify the appointment of Mgmt For For Grant Thornton LLP as the Company's independent registered public accounting firm to audit the Company's financial statements as of December 31, 2022 and for the fiscal years then ending. -------------------------------------------------------------------------------------------------------------------------- MIND MEDICINE (MINDMED) INC. Agenda Number: 935612590 -------------------------------------------------------------------------------------------------------------------------- Security: 60255C109 Meeting Type: Annual Meeting Date: 01-Jun-2022 Ticker: MNMD ISIN: CA60255C1095 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director to hold office until Mgmt Withheld Against the 2023 annual general Meeting of shareholders: Carol A. Vallone 1.2 Election of Director to hold office until Mgmt For For the 2023 annual general Meeting of shareholders: Andreas Krebs 1.3 Election of Director to hold office until Mgmt Withheld Against the 2023 annual general Meeting of shareholders: Brigid A. Makes 1.4 Election of Director to hold office until Mgmt For For the 2023 annual general Meeting of shareholders: Robert Barrow 1.5 Election of Director to hold office until Mgmt For For the 2023 annual general Meeting of shareholders: Dr. Miri Halperin Wernli 2. To appoint KPMG LLP as independent Mgmt For For registered public accountants (the "Auditor") for the Company to hold office until close of the 2023 annual general meeting of shareholders and to authorize the Company's Board of Directors to fix the auditor's remuneration 3. To approve an alteration to the Company's Mgmt For For share structure to eliminate the Multiple Voting Shares and re-designate the Subordinate Voting Shares as Common Shares -------------------------------------------------------------------------------------------------------------------------- NEPTUNE WELLNESS SOLUTIONS INC Agenda Number: 714514610 -------------------------------------------------------------------------------------------------------------------------- Security: 64079L105 Meeting Type: MIX Meeting Date: 26-Aug-2021 Ticker: ISIN: CA64079L1058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTIONS 3 AND 4 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 1.1 TO 1.6 AND 2. THANK YOU CMMT PLEASE NOTE THAT RESOLUTIONS 3, 4 ARE TO BE Non-Voting APPROVED BY DISINTERESTED SHAREHOLDERS. THANK YOU. 1.1 ELECTION OF DIRECTOR: MR. JOHN M. MORETZ Mgmt Abstain Against 1.2 ELECTION OF DIRECTOR: MR. MICHAEL CAMMARATA Mgmt For For 1.3 ELECTION OF DIRECTOR: DR. RONALD DENIS Mgmt Abstain Against 1.4 ELECTION OF DIRECTOR: MR. JOSEPH BUARON Mgmt Abstain Against 1.5 ELECTION OF DIRECTOR: MR. MICHAEL DE GEUS Mgmt For For 1.6 ELECTION OF DIRECTOR: MS. JULIE PHILLIPS Mgmt For For 2 THE APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For AUDITOR OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX ITS REMUNERATION 3 TO CONSIDER, AND IF THOUGHT ADVISABLE, TO Mgmt Against Against PASS, WITH OR WITHOUT VARIATION, AN ORDINARY RESOLUTION APPROVING THE UNALLOCATED OPTIONS UNDER THE CORPORATION'S STOCK OPTION PLAN, AS MORE PARTICULARLY DESCRIBED IN THE MANAGEMENT INFORMATION CIRCULAR (THE "CIRCULAR") 4 TO CONSIDER, AND IF THOUGHT ADVISABLE, TO Mgmt Against Against PASS, WITH OR WITHOUT VARIATION, AN ORDINARY RESOLUTION APPROVING THE UNALLOCATED ENTITLEMENTS UNDER THE CORPORATION'S EQUITY INCENTIVE PLAN, AS MORE PARTICULARLY DESCRIBED IN THE CIRCULAR -------------------------------------------------------------------------------------------------------------------------- NUMINUS WELLNESS INC Agenda Number: 715112417 -------------------------------------------------------------------------------------------------------------------------- Security: 67054W103 Meeting Type: MIX Meeting Date: 28-Feb-2022 Ticker: ISIN: CA67054W1032 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTIONS 1 AND 4 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 2.A TO 2.E AND 3. THANK YOU 1 TO SET THE NUMBER OF DIRECTORS TO BE Mgmt For For ELECTED AT THE MEETING TO AT FIVE (5) 2.A ELECTION OF DIRECTOR: PAYTON NYQUVEST Mgmt Abstain Against 2.B ELECTION OF DIRECTOR: MICHAEL TAN Mgmt Abstain Against 2.C ELECTION OF DIRECTOR: LARRY TIMLICK Mgmt For For 2.D ELECTION OF DIRECTOR: ALLEN MORISHITA Mgmt Abstain Against 2.E ELECTION OF DIRECTOR: EDWIN GARNER Mgmt For For 3 TO APPOINT DAVIDSON AND COMPANY LLP, Mgmt For For CHARTERED PROFESSIONAL ACCOUNTANTS AS AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION 4 TO APPROVE THE COMPANY'S OMNIBUS EQUITY Mgmt Against Against INCENTIVE PLAN, AS MORE PARTICULARLY SET OUT IN THE CIRCULAR -------------------------------------------------------------------------------------------------------------------------- NUMINUS WELLNESS INC Agenda Number: 715632003 -------------------------------------------------------------------------------------------------------------------------- Security: 67054W103 Meeting Type: SGM Meeting Date: 08-Jun-2022 Ticker: ISIN: CA67054W1032 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT 11 MAY 2022: PLEASE NOTE THAT SHAREHOLDERS Non-Voting ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR RESOLUTION 1 ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING 1 TO CONSIDER AND IF DEEMED ADVISABLE, Mgmt For For APPROVE THE ISSUANCE OF UP TO 63,010,034 COMMON SHARES IN THE CAPITAL OF NUMINUS TO ALLOW NUMINUS TO ACQUIRE 100% OF THE ISSUED AND OUTSTANDING SECURITIES OF NOVAMIND INC. PURSUANT TO THE PLAN OF ARRANGEMENT IN ACCORDANCE WITH THE ARRANGEMENT AGREEMENT, ALL OF WHICH IS MORE PARTICULARLY DESCRIBED AND SET FORTH IN NUMINUS' MANAGEMENT INFORMATION CIRCULAR CMMT 11 MAY 2022: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO MODIFICATION OF THE TEXT OF RESOLUTION 1 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 -------------------------------------------------------------------------------------------------------------------------- SEELOS THERAPEUTICS, INC. Agenda Number: 935617007 -------------------------------------------------------------------------------------------------------------------------- Security: 81577F109 Meeting Type: Annual Meeting Date: 20-May-2022 Ticker: SEEL ISIN: US81577F1093 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Class I Director to serve until Mgmt Withheld Against our 2025 annual meeting of stockholder: Daniel J. O'Connor, J.D. 2. To ratify the selection of KPMG LLP as our Mgmt For For independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. To approve, on an advisory basis, the Mgmt Against Against compensation paid to the Company's Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion within the section of the Company's Proxy Statement entitled "Executive Compensation." -------------------------------------------------------------------------------------------------------------------------- ZYNERBA PHARMACEUTICALS, INC. Agenda Number: 935636665 -------------------------------------------------------------------------------------------------------------------------- Security: 98986X109 Meeting Type: Annual Meeting Date: 14-Jun-2022 Ticker: ZYNE ISIN: US98986X1090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Armando Anido Mgmt For For John P. Butler Mgmt Withheld Against Dr. Warren D. Cooper Mgmt Withheld Against William J. Federici Mgmt For For Daniel L. Kisner, M.D. Mgmt For For Kenneth I. Moch Mgmt For For Pamela Stephenson Mgmt Withheld Against 2. Ratification of appointment of KPMG LLP as Mgmt For For Independent Registered Public Accounting Firm for the 2022 Fiscal Year. 3. Approval, on a non-binding advisory basis, Mgmt For For of the compensation of our named executive officers as discussed in the Company's Proxy Statement. Defiance Next Gen Big Data ETF -------------------------------------------------------------------------------------------------------------------------- ALTERYX, INC. Agenda Number: 935598637 -------------------------------------------------------------------------------------------------------------------------- Security: 02156B103 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: AYX ISIN: US02156B1035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Mark Anderson Mgmt Withheld Against CeCe Morken Mgmt For For Daniel J. Warmenhoven Mgmt For For 2. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022. 3. Approval, on a non-binding advisory basis, Mgmt Against Against of the compensation of our named executive officers. 4. Approval of an amendment and restatement of Mgmt Against Against our 2017 Equity Incentive Plan. -------------------------------------------------------------------------------------------------------------------------- APPIAN CORPORATION Agenda Number: 935626804 -------------------------------------------------------------------------------------------------------------------------- Security: 03782L101 Meeting Type: Annual Meeting Date: 07-Jun-2022 Ticker: APPN ISIN: US03782L1017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Matthew Calkins Mgmt Withheld Against Robert C. Kramer Mgmt Withheld Against Mark Lynch Mgmt For For A.G.W. Jack Biddle, III Mgmt Withheld Against Prashanth PV Boccassam Mgmt Withheld Against Michael G. Devine Mgmt Withheld Against Barbara Bobbie Kilberg Mgmt Withheld Against William D. McCarthy Mgmt For For Michael J. Mulligan Mgmt Withheld Against 2. To ratify the selection by the Audit Mgmt For For Committee of the Board of Directors of BDO USA, LLP as independent registered public accounting firm of the Company for its fiscal year ending December 31, 2022. 3. To approve, on an advisory basis, the Mgmt For For compensation of the Company's named executive officers as disclosed in the accompanying Proxy Statement. -------------------------------------------------------------------------------------------------------------------------- ATLASSIAN CORPORATION PLC Agenda Number: 935507876 -------------------------------------------------------------------------------------------------------------------------- Security: G06242104 Meeting Type: Annual Meeting Date: 02-Dec-2021 Ticker: TEAM ISIN: GB00BZ09BD16 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To reappoint Ernst & Young LLP as auditor Mgmt For For of the Company to hold office until the conclusion of the next annual general meeting of the Company. 2. To receive the Company's accounts and the Mgmt For For reports of the directors and the auditors for the year ended June 30, 2021 (the "Annual Report"). 3. To approve the Directors' Remuneration Mgmt Against Against Report as set forth in the Annual Report. 4. To authorize the Audit Committee of the Mgmt For For Board of Directors to determine the remuneration of the auditor. 5. To re-elect Shona L. Brown as a director of Mgmt For For the Company. 6. To re-elect Michael Cannon-Brookes as a Mgmt For For director of the Company. 7. To re-elect Scott Farquhar as a director of Mgmt For For the Company. 8. To re-elect Heather Mirjahangir Fernandez Mgmt For For as a director of the Company. 9. To re-elect Sasan Goodarzi as a director of Mgmt For For the Company. 10. To re-elect Jay Parikh as a director of the Mgmt For For Company. 11. To re-elect Enrique Salem as a director of Mgmt For For the Company. 12. To re-elect Steven Sordello as a director Mgmt For For of the Company. 13. To re-elect Richard P. Wong as a director Mgmt For For of the Company. 14. To re-elect Michelle Zatlyn as a director Mgmt For For of the Company. -------------------------------------------------------------------------------------------------------------------------- CLARIVATE PLC Agenda Number: 935609543 -------------------------------------------------------------------------------------------------------------------------- Security: G21810109 Meeting Type: Annual Meeting Date: 05-May-2022 Ticker: CLVT ISIN: JE00BJJN4441 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Jerre Stead Mgmt For For 1B. Election of Director: Valeria Alberola Mgmt For For 1C. Election of Director: Michael Angelakis Mgmt For For 1D. Election of Director: Jane Okun Bomba Mgmt For For 1E. Election of Director: Usama N. Cortas Mgmt For For 1F. Election of Director: Konstantin Gilis Mgmt For For 1G. Election of Director: Balakrishnan S. Iyer Mgmt For For 1H. Election of Director: Adam T. Levyn Mgmt For For 1I. Election of Director: Anthony Munk Mgmt For For 1J. Election of Director: Richard W. Roedel Mgmt For For 1K. Election of Director: Andrew Snyder Mgmt For For 1L. Election of Director: Sheryl von Blucher Mgmt For For 1M. Election of Director: Roxane White Mgmt For For 2. AUTHORIZATION TO REPURCHASE ORDINARY SHARES Mgmt Against Against IN OPEN-MARKET TRANSACTIONS. 3. AUTHORIZATION TO REPURCHASE ORDINARY SHARES Mgmt Against Against FROM ANY SHAREHOLDER PARTY TO THAT CERTAIN REGISTRATION RIGHTS AGREEMENT WITH THE COMPANY DATED AS OF OCTOBER 1, 2020, AS AMENDED. 4. AUTHORIZATION TO REPURCHASE 5.25% SERIES A Mgmt Against Against MANDATORY CONVERTIBLE PREFERRED SHARES IN OPEN-MARKET TRANSACTIONS. 5. APPROVAL, ON AN ADVISORY, NON-BINDING Mgmt For For BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 6. RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTANTS. -------------------------------------------------------------------------------------------------------------------------- CLOUDFLARE, INC. Agenda Number: 935609620 -------------------------------------------------------------------------------------------------------------------------- Security: 18915M107 Meeting Type: Annual Meeting Date: 02-Jun-2022 Ticker: NET ISIN: US18915M1071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Mark Anderson Mgmt Withheld Against Mark Hawkins Mgmt For For Carl Ledbetter Mgmt Withheld Against 2. Ratification of the appointment of KPMG LLP Mgmt For For as our independent registered public accounting firm for our fiscal year ending December 31, 2022. 3. To approve, on an advisory basis, the Mgmt Against Against compensation of our named executive officers. 4. To approve the performance equity awards Mgmt Against Against granted to our co-founders, Matthew Prince and Michelle Zatlyn. -------------------------------------------------------------------------------------------------------------------------- CONFLUENT, INC. Agenda Number: 935613958 -------------------------------------------------------------------------------------------------------------------------- Security: 20717M103 Meeting Type: Annual Meeting Date: 02-Jun-2022 Ticker: CFLT ISIN: US20717M1036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class I Director to hold office Mgmt Withheld Against until the 2025 Annual Meeting: Alyssa Henry 1b. Election of Class I Director to hold office Mgmt Withheld Against until the 2025 Annual Meeting: Jay Kreps 1c. Election of Class I Director to hold office Mgmt Withheld Against until the 2025 Annual Meeting: Greg Schott 2. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- DOMO,INC. Agenda Number: 935640070 -------------------------------------------------------------------------------------------------------------------------- Security: 257554105 Meeting Type: Annual Meeting Date: 02-Jun-2022 Ticker: DOMO ISIN: US2575541055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Laurence "Jay" Brown Jr Mgmt For For Carine S. Clark Mgmt Withheld Against Daniel Daniel Mgmt Withheld Against Joy Driscoll Durling Mgmt Withheld Against Dana Evan Mgmt Withheld Against Jeff Kearl Mgmt Withheld Against John Mellor Mgmt For For John Pestana 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 31, 2023. 3. To approve, on an advisory basis, the Mgmt For For compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- ELASTIC N.V. Agenda Number: 935494435 -------------------------------------------------------------------------------------------------------------------------- Security: N14506104 Meeting Type: Annual Meeting Date: 01-Oct-2021 Ticker: ESTC ISIN: NL0013056914 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of executive Director for a term Mgmt Against Against of three years ending at the close of the annual general meeting of 2024: Shay Banon 1B. Election of non-executive Director for a Mgmt For For term of three years ending at the close of the annual general meeting of 2024: Shelley Leibowitz 2. Adoption of Dutch Statutory Annual Accounts Mgmt For For for fiscal year 2021. 3. Grant of full discharge of the Company's Mgmt For For executive director from liability with respect to the performance of his duties during fiscal year 2021. 4. Grant of full discharge of the Company's Mgmt For For non-executive directors from liability with respect to the performance of their duties during fiscal year 2021. 5. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2022. 6. Authorization of the Board of Directors to Mgmt For For repurchase shares in the capital of the Company. 7. Non-binding advisory vote on the Mgmt For For compensation of the Company's named executive officers. -------------------------------------------------------------------------------------------------------------------------- ELASTIC N.V. Agenda Number: 935550966 -------------------------------------------------------------------------------------------------------------------------- Security: N14506104 Meeting Type: Special Meeting Date: 09-Mar-2022 Ticker: ESTC ISIN: NL0013056914 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Election of Executive Director for a term Mgmt For For of three (3) years, ending at 2025: Ashutosh Kulkarni -------------------------------------------------------------------------------------------------------------------------- FASTLY INC. Agenda Number: 935634534 -------------------------------------------------------------------------------------------------------------------------- Security: 31188V100 Meeting Type: Annual Meeting Date: 15-Jun-2022 Ticker: FSLY ISIN: US31188V1008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Artur Bergman Mgmt Withheld Against Paula Loop Mgmt For For Christopher B. Paisley Mgmt Withheld Against 2. To ratify the selection by the Audit Mgmt For For Committee of the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2022. 3. To approve, on an advisory basis, the Mgmt For For compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- GB GROUP PLC Agenda Number: 714449736 -------------------------------------------------------------------------------------------------------------------------- Security: G3770M106 Meeting Type: AGM Meeting Date: 29-Jul-2021 Ticker: ISIN: GB0006870611 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE THE COMPANY'S ANNUAL ACCOUNTS Mgmt For For FOR THE YEAR ENDED 31 MARCH 2021 TOGETHER WITH THE DIRECTORS REPORT AND AUDITORS REPORT ON THOSE ACCOUNTS 2 TO DECLARE A FINAL DIVIDEND IN THE SUM OF Mgmt For For 3.40 PENCE PER ORDINARY SHARE FOR THE YEAR ENDED 31 MARCH 2021 3 TO RE-APPOINT DAVID ANTHONY RASCHE AS A Mgmt For For DIRECTOR OF THE COMPANY 4 TO RE-APPOINT ELIZABETH MARGARET CATCHPOLE Mgmt For For AS A DIRECTOR OF THE COMPANY 5 TO APPOINT DAVID MATHEW WARD AS A DIRECTOR Mgmt For For OF THE COMPANY 6 TO RECEIVE AND APPROVE THE REPORT ON Mgmt For For DIRECTORS REMUNERATION AS SET OUT IN THE COMPANY'S ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2021 7 RE-APPOINT ERNST & YOUNG LLP AS AUDITORS Mgmt For For 8 TO AUTHORISE THE DIRECTORS TO DETERMINE THE Mgmt For For AUDITORS REMUNERATION 9 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For IN THE COMPANY 10 TO WAIVER PRE-EMPTION RIGHTS IN CERTAIN Mgmt For For CIRCUMSTANCES (GENERAL) 11 TO WAIVER PRE-EMPTION RIGHTS IN CERTAIN Mgmt For For CIRCUMSTANCES (FINANCING) 12 TO AUTHORISE THE COMPANY TO PURCHASE ITS Mgmt For For OWN SHARES 13 THAT A GENERAL MEETING OF THE COMPANY Mgmt For For (OTHER THAN AN ANNUAL GENERAL MEETING) MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS' NOTICE -------------------------------------------------------------------------------------------------------------------------- INFORMATICA INC. Agenda Number: 935633873 -------------------------------------------------------------------------------------------------------------------------- Security: 45674M101 Meeting Type: Annual Meeting Date: 14-Jun-2022 Ticker: INFA ISIN: US45674M1018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Bruce Chizen Mgmt Withheld Against Elizabeth Rafael Mgmt For For Amit Walia Mgmt Withheld Against 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. 3. Advisory vote on the compensation of our Mgmt For For named executive officers. 4. Advisory vote on the frequency of future Mgmt 1 Year For stockholder advisory votes on the compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- JFROG LTD Agenda Number: 935609442 -------------------------------------------------------------------------------------------------------------------------- Security: M6191J100 Meeting Type: Annual Meeting Date: 16-May-2022 Ticker: FROG ISIN: IL0011684185 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Frederic Simon Mgmt Against Against 1.2 Election of Director: Andy Vitus Mgmt Against Against 1.3 Election of Director: Barry Zwarenstein Mgmt Against Against 2. To indicate the preference of the Mgmt 1 Year Against shareholders, on an advisory basis, regarding the frequency of future shareholder advisory votes on the compensation of named executive officers. 3. To approve and ratify the re-appointment of Mgmt For For Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the independent auditors of the Company for the period ending at the close of the next annual general meeting. 4. To approve changes to the compensation of Mgmt For For Shlomi Ben Haim, our Chief Executive Officer. 5. To approve changes to the compensation of Mgmt For For Yoav Landman, our Chief Technology Officer. 6. To approve changes to the compensation of Mgmt Against Against Frederic Simon, our Chief Data Scientist. -------------------------------------------------------------------------------------------------------------------------- KINGSOFT CLOUD HOLDINGS LIMITED Agenda Number: 935523870 -------------------------------------------------------------------------------------------------------------------------- Security: 49639K101 Meeting Type: Special Meeting Date: 17-Dec-2021 Ticker: KC ISIN: US49639K1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To elect Mr. Hangjun Ye as a director of Mgmt Against Against the Company pursuant to paragraph 87(3) of the Amended and Restated Memorandum and Articles of Association. 2. To increase the authorized share capital of Mgmt Against Against the Company from US$4,000,000.00 divided into 4,000,000,000 ordinary shares with par value of US$0.001 each to US$40,000,000.00 divided into 40,000,000,000 ordinary shares with par value of US$0.001 each by creation of an additional 36,000,000,000 authorized but unissued ordinary shares with par value of US$0.001 each, and the registered office provider of the Company is instructed to make all necessary filings accordingly. -------------------------------------------------------------------------------------------------------------------------- MEDALLIA, INC. Agenda Number: 935497126 -------------------------------------------------------------------------------------------------------------------------- Security: 584021109 Meeting Type: Special Meeting Date: 14-Oct-2021 Ticker: MDLA ISIN: US5840211099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To adopt the Agreement and Plan of Merger Mgmt For For (as it may be amended from time to time), dated July 25, 2021, between Project Metal Parent, LLC, Project Metal Merger Sub, Inc. and Medallia. 2. To approve, on a non-binding, advisory Mgmt For For basis, the compensation that will or may become payable by Medallia to its named executive officers in connection with the merger. 3. To approve any proposal to adjourn the Mgmt For For Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting. -------------------------------------------------------------------------------------------------------------------------- MICROSTRATEGY INCORPORATED Agenda Number: 935603680 -------------------------------------------------------------------------------------------------------------------------- Security: 594972408 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: MSTR ISIN: US5949724083 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michael J. Saylor Mgmt Withheld Against Stephen X. Graham Mgmt For For Jarrod M. Patten Mgmt For For Leslie J. Rechan Mgmt For For Carl J. Rickertsen Mgmt For For 2. Ratify the selection of KPMG LLP as Mgmt For For MicroStrategy Incorporated's independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- PALANTIR TECHNOLOGIES INC. Agenda Number: 935627818 -------------------------------------------------------------------------------------------------------------------------- Security: 69608A108 Meeting Type: Annual Meeting Date: 07-Jun-2022 Ticker: PLTR ISIN: US69608A1088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Alexander Karp Mgmt Withheld Against Stephen Cohen Mgmt Withheld Against Peter Thiel Mgmt Withheld Against Alexander Moore Mgmt Withheld Against Alexandra Schiff Mgmt Withheld Against Lauren Friedman Stat Mgmt Withheld Against Eric Woersching Mgmt For For 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as Palantir's independent registered public accounting firm for 2022. -------------------------------------------------------------------------------------------------------------------------- PERFICIENT, INC. Agenda Number: 935593663 -------------------------------------------------------------------------------------------------------------------------- Security: 71375U101 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: PRFT ISIN: US71375U1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Romil Bahl Mgmt For For 1B. Election of Director: Jeffrey S. Davis Mgmt For For 1C. Election of Director: Ralph C. Derrickson Mgmt For For 1D. Election of Director: David S. Lundeen Mgmt For For 1E. Election of Director: Brian L. Matthews Mgmt For For 1F. Election of Director: Nancy C. Pechloff Mgmt For For 1G. Election of Director: Gary M. Wimberly Mgmt For For 2. Proposal to approve, on an advisory basis, Mgmt For For a resolution relating to the 2021 compensation of the named executive officers. 3. Proposal to ratify KPMG LLP as Perficient, Mgmt For For Inc.'s independent registered public accounting firm for the 2022 fiscal year. -------------------------------------------------------------------------------------------------------------------------- PROGRESS SOFTWARE CORPORATION Agenda Number: 935626513 -------------------------------------------------------------------------------------------------------------------------- Security: 743312100 Meeting Type: Annual Meeting Date: 12-May-2022 Ticker: PRGS ISIN: US7433121008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Paul T. Dacier Mgmt For For John R. Egan Mgmt For For Rainer Gawlick Mgmt For For Yogesh Gupta Mgmt For For Charles F. Kane Mgmt For For Samskriti Y. King Mgmt For For David A. Krall Mgmt For For Angela T. Tucci Mgmt For For Vivian Vitale Mgmt For For 2. To approve, on an advisory basis, the Mgmt For For compensation of Progress Software Corporation's named executive officers. 3. To ratify the selection of Deloitte & Mgmt For For Touche LLP as our independent registered public accounting firm for fiscal year 2022. -------------------------------------------------------------------------------------------------------------------------- SOLARWINDS CORPORATION Agenda Number: 935599134 -------------------------------------------------------------------------------------------------------------------------- Security: 83417Q204 Meeting Type: Annual Meeting Date: 26-May-2022 Ticker: SWI ISIN: US83417Q2049 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Sudhakar Ramakrishna Mgmt Withheld Against William Bock Mgmt Withheld Against Seth Boro Mgmt Withheld Against Kenneth Y. Hao Mgmt Withheld Against 2. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. Non-binding advisory vote to approve the Mgmt Against Against compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- SPROUT SOCIAL, INC. Agenda Number: 935603868 -------------------------------------------------------------------------------------------------------------------------- Security: 85209W109 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: SPT ISIN: US85209W1099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Class III Director to serve Mgmt Withheld Against until the 2025 Annual Meeting: Aaron Rankin 1.2 Election of Class III Director to serve Mgmt Withheld Against until the 2025 Annual Meeting: Steven Collins 2. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. 3. To conduct an advisory vote to approve the Mgmt For For compensation of our named executive officers. 4. To conduct an advisory vote to indicate the Mgmt 1 Year For preferred frequency of stockholder advisory votes to approve the compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- TERADATA CORPORATION Agenda Number: 935572657 -------------------------------------------------------------------------------------------------------------------------- Security: 88076W103 Meeting Type: Annual Meeting Date: 10-May-2022 Ticker: TDC ISIN: US88076W1036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Class III Director: Cary T. Fu Mgmt For For 1B. Election of Class III Director: Michael P. Mgmt For For Gianoni 1C. Election of Class III Director: Joanne B. Mgmt For For Olsen 2. An advisory (non-binding) vote to approve Mgmt For For executive compensation. 3. Approval of Amendment No. 1 to the Teradata Mgmt For For 2012 Stock Incentive Plan. 4. Approval of the ratification of the Mgmt For For appointment of the independent registered public accounting firm for 2022. Defiance Next Gen Connectivity ETF -------------------------------------------------------------------------------------------------------------------------- A10 NETWORKS, INC. Agenda Number: 935646971 -------------------------------------------------------------------------------------------------------------------------- Security: 002121101 Meeting Type: Annual Meeting Date: 24-Jun-2022 Ticker: ATEN ISIN: US0021211018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve until the Mgmt For For 2023 annual meeting: Tor R. Braham 1b. Election of Director to serve until the Mgmt For For 2023 annual meeting: Peter Y. Chung 1c. Election of Director to serve until the Mgmt For For 2023 annual meeting: Eric Singer 1d. Election of Director to serve until the Mgmt For For 2023 annual meeting: Dhrupad Trivedi 1e. Election of Director to serve until the Mgmt For For 2023 annual meeting: Dana Wolf 2. To approve, on an advisory and non-binding Mgmt For For basis, the compensation of our named executive officers. 3. To ratify the appointment of Armanino LLP Mgmt For For as our independent registered public accounting firm for our fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- ADTRAN, INC Agenda Number: 935532158 -------------------------------------------------------------------------------------------------------------------------- Security: 00738A106 Meeting Type: Special Meeting Date: 06-Jan-2022 Ticker: ADTN ISIN: US00738A1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Adopt the Business Combination Agreement, Mgmt For For dated as of August 30, 2021, by and among ADTRAN, Inc., Acorn HoldCo, Inc., Acorn MergeCo, Inc., and ADVA Optical Networking SE, pursuant to which, among other things, ADTRAN, Inc. and ADVA Optical Networking SE agreed to combine their businesses through a merger and an exchange offer, respectively, and become subsidiaries of Acorn HoldCo, Inc. 2. Non-binding advisory approval of the Mgmt For For compensation that may become payable to ADTRAN'S named executive officers in connection with the business combination. 3. Adjourn or postpone the Special Meeting in Mgmt For For order to (i) solicit additional proxies with respect to proposals 1 and 2 and/or (ii) hold the Special Meeting on a date that is no later than the day prior to the expiration of the acceptance period, in the event that such date of expiration is extended. -------------------------------------------------------------------------------------------------------------------------- ADTRAN, INC. Agenda Number: 935575362 -------------------------------------------------------------------------------------------------------------------------- Security: 00738A106 Meeting Type: Annual Meeting Date: 11-May-2022 Ticker: ADTN ISIN: US00738A1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Thomas R. Stanton Mgmt For For 1B. Election of Director: H. Fenwick Huss Mgmt For For 1C. Election of Director: Gregory J. McCray Mgmt For For 1D. Election of Director: Balan Nair Mgmt For For 1E. Election of Director: Jacqueline H. Rice Mgmt For For 1F. Election of Director: Kathryn A. Walker Mgmt For For 2. Non-binding approval of the compensation of Mgmt For For ADTRAN'S named executive officers. 3. Ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as the independent registered public accounting firm of ADTRAN for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- ADVANCED MICRO DEVICES, INC. Agenda Number: 935585096 -------------------------------------------------------------------------------------------------------------------------- Security: 007903107 Meeting Type: Annual Meeting Date: 18-May-2022 Ticker: AMD ISIN: US0079031078 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: John E. Caldwell Mgmt For For 1B. Election of Director: Nora M. Denzel Mgmt For For 1C. Election of Director: Mark Durcan Mgmt For For 1D. Election of Director: Michael P. Gregoire Mgmt For For 1E. Election of Director: Joseph A. Householder Mgmt For For 1F. Election of Director: John W. Marren Mgmt For For 1G. Election of Director: Jon A. Olson Mgmt For For 1H. Election of Director: Lisa T. Su Mgmt For For 1I. Election of Director: Abhi Y. Talwalkar Mgmt For For 1J. Election of Director: Elizabeth W. Mgmt For For Vanderslice 2. Ratify the appointment of Ernst & Young LLP Mgmt For For as our independent registered public accounting firm for the current fiscal year. 3. Advisory vote to approve the executive Mgmt For For compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- AIRGAIN INC Agenda Number: 935646161 -------------------------------------------------------------------------------------------------------------------------- Security: 00938A104 Meeting Type: Annual Meeting Date: 22-Jun-2022 Ticker: AIRG ISIN: US00938A1043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Class III Director for a Mgmt Withheld Against three-year term to expire at the 2025 annual meeting: Kiva A. Allgood 1.2 Election of Class III Director for a Mgmt Withheld Against three-year term to expire at the 2025 annual meeting: Thomas A. Munro 1.3 Election of Class III Director for a Mgmt Withheld Against three-year term to expire at the 2025 annual meeting: Jacob Suen 2. To consider and vote upon the ratification Mgmt For For of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. To consider and vote upon, on an advisory Mgmt Against Against basis, the compensation of our named executive officers as disclosed in this proxy statement. 4. To consider and vote upon, on an advisory Mgmt 1 Year For basis, whether the stockholder vote to approve the compensation of the named executive officers should occur every one, two or three years. -------------------------------------------------------------------------------------------------------------------------- AKAMAI TECHNOLOGIES, INC. Agenda Number: 935579752 -------------------------------------------------------------------------------------------------------------------------- Security: 00971T101 Meeting Type: Annual Meeting Date: 12-May-2022 Ticker: AKAM ISIN: US00971T1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Sharon Bowen Mgmt For For 1B. Election of Director: Marianne Brown Mgmt For For 1C. Election of Director: Monte Ford Mgmt For For 1D. Election of Director: Dan Hesse Mgmt For For 1E. Election of Director: Tom Killalea Mgmt For For 1F. Election of Director: Tom Leighton Mgmt For For 1G. Election of Director: Jonathan Miller Mgmt For For 1H. Election of Director: Madhu Ranganathan Mgmt For For 1I. Election of Director: Ben Verwaayen Mgmt For For 1J. Election of Director: Bill Wagner Mgmt For For 2. To approve an amendment and restatement of Mgmt For For the Amended and Restated Akamai Technologies, Inc. 2013 Stock Incentive Plan 3. To approve, on an advisory basis, our Mgmt For For executive officer compensation 4. To ratify the selection of Mgmt For For PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending December 31, 2022 -------------------------------------------------------------------------------------------------------------------------- AKOUSTIS TECHNOLOGIES, INC. Agenda Number: 935494550 -------------------------------------------------------------------------------------------------------------------------- Security: 00973N102 Meeting Type: Annual Meeting Date: 28-Oct-2021 Ticker: AKTS ISIN: US00973N1028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Steven P. DenBaars Mgmt For For Arthur E. Geiss Mgmt For For J. Michael McGuire Mgmt For For Jeffrey K. McMahon Mgmt For For Jerry D. Neal Mgmt For For Suzanne B. Rudy Mgmt For For Jeffrey B. Shealy Mgmt For For 2. Proposal to approve, on a non-binding, Mgmt For For advisory basis, the compensation paid to the Company's named executive officers. 3. Proposal to ratify the appointment of Mgmt For For Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2022. -------------------------------------------------------------------------------------------------------------------------- ALTICE USA, INC. Agenda Number: 935638885 -------------------------------------------------------------------------------------------------------------------------- Security: 02156K103 Meeting Type: Annual Meeting Date: 15-Jun-2022 Ticker: ATUS ISIN: US02156K1034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Patrick Drahi Mgmt Against Against 1b. Election of Director: Gerrit Jan Bakker Mgmt Against Against 1c. Election of Director: David Drahi Mgmt Against Against 1d. Election of Director: Dexter Goei Mgmt Against Against 1e. Election of Director: Mark Mullen Mgmt Against Against 1f. Election of Director: Dennis Okhuijsen Mgmt Against Against 1g. Election of Director: Susan Schnabel Mgmt Against Against 1h. Election of Director: Charles Stewart Mgmt Against Against 1i. Election of Director: Raymond Svider Mgmt Against Against 2. To approve, in an advisory vote, the Mgmt Against Against compensation of Altice USA's named executive officers. 3. To approve Amendment No. 1 to the Amended & Mgmt Against Against Restated Altice USA 2017 Long Term Incentive Plan. 4. To ratify the appointment of the Company's Mgmt For For Independent Registered Public Accounting Firm for 2022. -------------------------------------------------------------------------------------------------------------------------- AMAZON.COM, INC. Agenda Number: 935609288 -------------------------------------------------------------------------------------------------------------------------- Security: 023135106 Meeting Type: Annual Meeting Date: 25-May-2022 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: Andrew R. Jassy Mgmt For For 1c. Election of Director: Keith B. Alexander Mgmt For For 1d. Election of Director: Edith W. Cooper Mgmt For For 1e. Election of Director: Jamie S. Gorelick Mgmt For For 1f. Election of Director: Daniel P. Mgmt For For Huttenlocher 1g. Election of Director: Judith A. McGrath Mgmt For For 1h. Election of Director: Indra K. Nooyi Mgmt For For 1i. Election of Director: Jonathan J. Mgmt For For Rubinstein 1j. Election of Director: Patricia Q. Mgmt For For Stonesifer 1k. 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 Against Against COMPENSATION 4. APPROVAL OF AN AMENDMENT TO THE COMPANY'S Mgmt For For RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A 20-FOR-1 SPLIT OF THE COMPANY'S COMMON STOCK AND A PROPORTIONATE INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK 5. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For RETIREMENT PLAN OPTIONS 6. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr For Against CUSTOMER DUE DILIGENCE 7. SHAREHOLDER PROPOSAL REQUESTING AN Shr For Against ALTERNATIVE DIRECTOR CANDIDATE POLICY 8. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr For Against PACKAGING MATERIALS 9. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For WORKER HEALTH AND SAFETY DIFFERENCES 10. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr Against For REPORTING ON RISKS ASSOCIATED WITH THE USE OF CERTAIN CONTRACT CLAUSES 11. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For CHARITABLE CONTRIBUTIONS 12. SHAREHOLDER PROPOSAL REQUESTING ALTERNATIVE Shr Against For TAX REPORTING 13. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr For Against REPORTING ON FREEDOM OF ASSOCIATION 14. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr For Against REPORTING ON LOBBYING 15. SHAREHOLDER PROPOSAL REQUESTING A POLICY Shr Against For REQUIRING MORE DIRECTOR CANDIDATES THAN BOARD SEATS 16. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr For Against WAREHOUSE WORKING CONDITIONS 17. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr For Against REPORTING ON GENDER/RACIAL PAY 18. SHAREHOLDER PROPOSAL REQUESTING A DIVERSITY Shr Abstain Against AND EQUITY AUDIT 19. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr For Against CUSTOMER USE OF CERTAIN TECHNOLOGIES -------------------------------------------------------------------------------------------------------------------------- AMDOCS LIMITED Agenda Number: 935537033 -------------------------------------------------------------------------------------------------------------------------- Security: G02602103 Meeting Type: Annual Meeting Date: 28-Jan-2022 Ticker: DOX ISIN: GB0022569080 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Robert A. Minicucci Mgmt For For 1B. Election of Director: Adrian Gardner Mgmt For For 1C. Election of Director: James S. Kahan Mgmt For For 1D. Election of Director: Rafael de la Vega Mgmt For For 1E. Election of Director: Giora Yaron Mgmt For For 1F. Election of Director: Eli Gelman Mgmt Against Against 1G. Election of Director: Richard T.C. LeFave Mgmt For For 1H. Election of Director: John A. MacDonald Mgmt For For 1I. Election of Director: Shuky Sheffer Mgmt For For 1J. Election of Director: Yvette Kanouff Mgmt For For 1K. Election of Director: Sarah Ruth Davis Mgmt For For 2. To approve an increase in the dividend rate Mgmt For For under our quarterly cash dividend program from $0.36 per share to $0.395 per share (Proposal II). 3. To approve our Consolidated Financial Mgmt For For Statements for the fiscal year ended September 30, 2021 (Proposal III). 4. To ratify and approve the appointment of Mgmt For For Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2022, and until the next annual general meeting, and authorize the Audit Committee of the Board of Directors to fix the remuneration of such independent registered public accounting firm in accordance with the nature and extent of its services (Proposal IV). -------------------------------------------------------------------------------------------------------------------------- AMERICAN TOWER CORPORATION Agenda Number: 935583080 -------------------------------------------------------------------------------------------------------------------------- Security: 03027X100 Meeting Type: Annual Meeting Date: 18-May-2022 Ticker: AMT ISIN: US03027X1000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Thomas A. Bartlett Mgmt For For 1B. Election of Director: Kelly C. Chambliss Mgmt For For 1C. Election of Director: Teresa H. Clarke Mgmt For For 1D. Election of Director: Raymond P. Dolan Mgmt For For 1E. Election of Director: Kenneth R. Frank Mgmt For For 1F. Election of Director: Robert D. Hormats Mgmt For For 1G. Election of Director: Grace D. Lieblein Mgmt For For 1H. Election of Director: Craig Macnab Mgmt For For 1I. Election of Director: JoAnn A. Reed Mgmt For For 1J. Election of Director: Pamela D.A. Reeve Mgmt For For 1K. Election of Director: David E. Sharbutt Mgmt For For 1L. Election of Director: Bruce L. Tanner Mgmt For For 1M. Election of Director: Samme L. Thompson Mgmt For For 2. To ratify the selection of Deloitte & Mgmt For For Touche LLP as the Company's independent registered public accounting firm for 2022. 3. To approve, on an advisory basis, the Mgmt For For Company's executive compensation. -------------------------------------------------------------------------------------------------------------------------- ANALOG DEVICES, INC. Agenda Number: 935542248 -------------------------------------------------------------------------------------------------------------------------- Security: 032654105 Meeting Type: Annual Meeting Date: 09-Mar-2022 Ticker: ADI ISIN: US0326541051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Ray Stata Mgmt For For 1B. Election of Director: Vincent Roche Mgmt For For 1C. Election of Director: James A. Champy Mgmt For For 1D. Election of Director: Anantha P. Mgmt For For Chandrakasan 1E. Election of Director: Tunc Doluca Mgmt For For 1F. Election of Director: Bruce R. Evans Mgmt For For 1G. Election of Director: Edward H. Frank Mgmt For For 1H. Election of Director: Laurie H. Glimcher Mgmt For For 1I. Election of Director: Karen M. Golz Mgmt For For 1J. Election of Director: Mercedes Johnson Mgmt For For 1K. Election of Director: Kenton J. Sicchitano Mgmt For For 1L. Election of Director: Susie Wee Mgmt For For 2. Advisory resolution to approve the Mgmt For For compensation of our named executive officers. 3. Approve the Analog Devices, Inc. 2022 Mgmt For For Employee Stock Purchase Plan. 4. Ratification of Ernst & Young LLP as our Mgmt For For independent registered public accounting firm for fiscal 2022. -------------------------------------------------------------------------------------------------------------------------- APPLE INC. Agenda Number: 935541549 -------------------------------------------------------------------------------------------------------------------------- Security: 037833100 Meeting Type: Annual Meeting Date: 04-Mar-2022 Ticker: AAPL ISIN: US0378331005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: James Bell Mgmt For For 1B. Election of Director: Tim Cook Mgmt For For 1C. Election of Director: Al Gore Mgmt For For 1D. Election of Director: Alex Gorsky Mgmt For For 1E. Election of Director: Andrea Jung Mgmt For For 1F. Election of Director: Art Levinson Mgmt For For 1G. Election of Director: Monica Lozano Mgmt For For 1H. Election of Director: Ron Sugar Mgmt For For 1I. Election of Director: Sue Wagner Mgmt For For 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as Apple's independent registered public accounting firm for fiscal 2022. 3. Advisory vote to approve executive Mgmt Against Against compensation. 4. Approval of the Apple Inc. 2022 Employee Mgmt For For Stock Plan. 5. A shareholder proposal entitled Shr Against For "Reincorporate with Deeper Purpose". 6. A shareholder proposal entitled Shr For Against "Transparency Reports". 7. A shareholder proposal entitled "Report on Shr For Against Forced Labor". 8. A shareholder proposal entitled "Pay Shr For Against Equity". 9. A shareholder proposal entitled "Civil Shr For Against Rights Audit". 10. A shareholder proposal entitled "Report on Shr For Against Concealment Clauses". -------------------------------------------------------------------------------------------------------------------------- ARISTA NETWORKS, INC. Agenda Number: 935612160 -------------------------------------------------------------------------------------------------------------------------- Security: 040413106 Meeting Type: Annual Meeting Date: 31-May-2022 Ticker: ANET ISIN: US0404131064 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Charles Giancarlo Mgmt Withheld Against Daniel Scheinman Mgmt Withheld Against 2. Approval, on an advisory basis, of the Mgmt For For compensation of the named executive officers. 3. Approval, on an advisory basis, of the Mgmt 1 Year For frequency of future advisory votes on named executive officer compensation. 4. To ratify the appointment of Ernst & Young Mgmt For For LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- AT&T INC. Agenda Number: 935579409 -------------------------------------------------------------------------------------------------------------------------- Security: 00206R102 Meeting Type: Annual Meeting Date: 19-May-2022 Ticker: T ISIN: US00206R1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Samuel A. Di Piazza, Mgmt Abstain Against Jr. 1B. Election of Director: Scott T. Ford Mgmt For For 1C. Election of Director: Glenn H. Hutchins Mgmt For For 1D. Election of Director: William E. Kennard Mgmt For For 1E. Election of Director: Debra L. Lee Mgmt Abstain Against 1F. Election of Director: Stephen J. Luczo Mgmt For For 1G. Election of Director: Michael B. Mgmt For For McCallister 1H. Election of Director: Beth E. Mooney Mgmt For For 1I. Election of Director: Matthew K. Rose Mgmt For For 1J. Election of Director: John T. Stankey Mgmt For For 1K. Election of Director: Cynthia B. Taylor Mgmt For For 1L. Election of Director: Luis A. Ubinas Mgmt For For 1M. Election of Director: Geoffrey Y. Yang Mgmt Abstain Against 2. Ratification of the appointment of Mgmt For For independent auditors 3. Advisory approval of executive compensation Mgmt For For 4. Improve executive compensation program Shr Against For 5. Independent board chairman Shr For Against 6. Political congruency report Shr For Against 7. Civil rights and non-discrimination audit Shr Against For -------------------------------------------------------------------------------------------------------------------------- BCE INC. Agenda Number: 935575920 -------------------------------------------------------------------------------------------------------------------------- Security: 05534B760 Meeting Type: Annual Meeting Date: 05-May-2022 Ticker: BCE ISIN: CA05534B7604 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Mirko Bibic Mgmt For For David F. Denison Mgmt For For Robert P. Dexter Mgmt For For Katherine Lee Mgmt For For Monique F. Leroux Mgmt For For Sheila A. Murray Mgmt For For Gordon M. Nixon Mgmt For For Louis P. Pagnutti Mgmt For For Calin Rovinescu Mgmt For For Karen Sheriff Mgmt For For Robert C. Simmonds Mgmt For For Jennifer Tory Mgmt For For Cornell Wright Mgmt For For 2 Appointment of Deloitte LLP as auditors Mgmt For For 3 Advisory resolution on executive Mgmt For For compensation as described in the management proxy circular 4 Shareholder Proposal No. 1 Shr Against For 5 Shareholder Proposal No. 2 Shr Against For 6 Shareholder Proposal No. 3 Shr Against For -------------------------------------------------------------------------------------------------------------------------- BROADCOM INC Agenda Number: 935550740 -------------------------------------------------------------------------------------------------------------------------- Security: 11135F101 Meeting Type: Annual Meeting Date: 04-Apr-2022 Ticker: AVGO ISIN: US11135F1012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Diane M. Bryant Mgmt For For 1B. Election of Director: Gayla J. Delly Mgmt For For 1C. Election of Director: Raul J. Fernandez Mgmt For For 1D. Election of Director: Eddy W. Hartenstein Mgmt For For 1E. Election of Director: Check Kian Low Mgmt For For 1F. Election of Director: Justine F. Page Mgmt For For 1G. Election of Director: Henry Samueli Mgmt For For 1H. Election of Director: Hock E. Tan Mgmt For For 1I. Election of Director: Harry L. You Mgmt Against Against 2. Ratification of the appointment of Mgmt For For Pricewaterhouse- Coopers LLP as Broadcom's independent registered public accounting firm for the fiscal year ending October 30, 2022. 3. Advisory vote to approve compensation of Mgmt For For Broadcom's named executive officers. -------------------------------------------------------------------------------------------------------------------------- CALIX, INC. Agenda Number: 935577900 -------------------------------------------------------------------------------------------------------------------------- Security: 13100M509 Meeting Type: Annual Meeting Date: 12-May-2022 Ticker: CALX ISIN: US13100M5094 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Christopher Bowick Mgmt For For Kira Makagon Mgmt For For Michael Matthews Mgmt For For Carl Russo Mgmt Withheld Against 2. Approval of the Amended and Restated 2019 Mgmt Against Against Equity Incentive Award Plan. 3. Approval of the Amended and Restated Mgmt For For Employee Stock Purchase Plan. 4. Approval of the Amended and Restated 2017 Mgmt For For Nonqualified Employee Stock Purchase Plan. 5. Approval, on a non-binding, advisory basis, Mgmt For For of the compensation of Calix's named executive officers. 6. Ratification of the selection of KPMG LLP Mgmt For For as Calix's independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- CAMBIUM NETWORKS CORPORATION Agenda Number: 935623125 -------------------------------------------------------------------------------------------------------------------------- Security: G17766109 Meeting Type: Annual Meeting Date: 07-Jun-2022 Ticker: CMBM ISIN: KYG177661090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Class III Director: Bruce Felt Mgmt Withheld Against 1.2 Election of Class III Director: Kevin Lynch Mgmt Withheld Against 2. The ratification of the appointment of KPMG Mgmt For For LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- CASA SYSTEMS, INC. Agenda Number: 935576744 -------------------------------------------------------------------------------------------------------------------------- Security: 14713L102 Meeting Type: Annual Meeting Date: 12-May-2022 Ticker: CASA ISIN: US14713L1026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Susana D'Emic Mgmt Withheld Against 1.2 Election of Director: Bruce Evans Mgmt Withheld Against 2. To ratify the appointment of Ernst and Mgmt For For Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- CEVA, INC. Agenda Number: 935614049 -------------------------------------------------------------------------------------------------------------------------- Security: 157210105 Meeting Type: Annual Meeting Date: 02-Jun-2022 Ticker: CEVA ISIN: US1572101053 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Bernadette Andrietti Mgmt For For Eliyahu Ayalon Mgmt For For Jaclyn Liu Mgmt For For Maria Marced Mgmt For For Peter McManamon Mgmt For For Sven-Christer Nilsson Mgmt For For Louis Silver Mgmt For For Gideon Wertheizer Mgmt For For 2. To approve an amendment and restatement of Mgmt For For the 2011 Equity Incentive Plan (the "2011 Plan") to have any shares which remain available for issuance or that would otherwise return to the Ceva, Inc. 2003 Director Stock Option Plan be rolled over to the 2011 Plan and to implement other certain tax-related changes. 3. Advisory vote to approve named executive Mgmt For For officer compensation. 4. To ratify the selection of Kost Forer Mgmt For For Gabbay & Kasierer (a member of Ernst & Young Global) as independent auditors of the company for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- CHARTER COMMUNICATIONS, INC. Agenda Number: 935556300 -------------------------------------------------------------------------------------------------------------------------- Security: 16119P108 Meeting Type: Annual Meeting Date: 26-Apr-2022 Ticker: CHTR ISIN: US16119P1084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: W. Lance Conn Mgmt Against Against 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 Against Against 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 Against Against 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 Against Against 1L. Election of Director: Thomas M. Rutledge Mgmt For For 1M. Election of Director: Eric L. Zinterhofer Mgmt Against Against 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, 2022. 3. Stockholder proposal regarding lobbying Shr For Against activities. 4. Stockholder proposal regarding Chairman of Shr For Against the Board and CEO roles. 5. Stockholder proposal regarding political Shr For Against and electioneering expenditure congruency report. 6. Stockholder proposal regarding disclosure Shr For Against of greenhouse gas emissions. 7. Stockholder proposal regarding EEO-1 Shr For Against reports. 8. Stockholder proposal regarding diversity, Shr For Against equity and inclusion reports. -------------------------------------------------------------------------------------------------------------------------- CIENA CORPORATION Agenda Number: 935550067 -------------------------------------------------------------------------------------------------------------------------- Security: 171779309 Meeting Type: Annual Meeting Date: 31-Mar-2022 Ticker: CIEN ISIN: US1717793095 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Class I Director: Lawton W. Mgmt For For Fitt 1B. Election of Class I Director: Devinder Mgmt For For Kumar 1C. Election of Class I Director: Patrick H. Mgmt For For Nettles, Ph.D. 2. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2022. 3. Advisory vote on our named executive Mgmt For For officer compensation, as described in the proxy materials. -------------------------------------------------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Agenda Number: 935511469 -------------------------------------------------------------------------------------------------------------------------- Security: 17275R102 Meeting Type: Annual Meeting Date: 13-Dec-2021 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: John D. Harris II Mgmt For For 1F. Election of Director: Dr. Kristina M. Mgmt For For Johnson 1G. Election of Director: Roderick C. McGeary Mgmt For For 1H. Election of Director: Charles H. Robbins Mgmt For For 1I. Election of Director: Brenton L. Saunders Mgmt For For 1J. Election of Director: Dr. Lisa T. Su Mgmt For For 1K. Election of Director: Marianna Tessel Mgmt For For 2. Approval, on an advisory basis, of Mgmt For For executive compensation. 3. Ratification of PricewaterhouseCoopers LLP Mgmt For For as Cisco's independent registered public accounting firm for fiscal 2022. 4. Approval to have Cisco's Board amend Shr For Against Cisco's proxy access bylaw to remove the stockholder aggregation limit. -------------------------------------------------------------------------------------------------------------------------- CLEARFIELD, INC. Agenda Number: 935540206 -------------------------------------------------------------------------------------------------------------------------- Security: 18482P103 Meeting Type: Annual Meeting Date: 24-Feb-2022 Ticker: CLFD ISIN: US18482P1030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Cheryl Beranek Mgmt For For Ronald G. Roth Mgmt For For Patrick Goepel Mgmt For For Roger Harding Mgmt For For Charles N. Hayssen Mgmt For For Donald R. Hayward Mgmt For For Walter L. Jones, Jr. Mgmt For For Carol A. Wirsbinski Mgmt For For 2. Approve, on a non-binding advisory basis, Mgmt For For the compensation paid to named executive officers. 3. Ratify the appointment of Baker Tilly US, Mgmt For For LLP as the independent registered public accounting firm for Clearfield, Inc. for the fiscal year ending September 30, 2022. -------------------------------------------------------------------------------------------------------------------------- COMMSCOPE HOLDING COMPANY, INC. Agenda Number: 935572455 -------------------------------------------------------------------------------------------------------------------------- Security: 20337X109 Meeting Type: Annual Meeting Date: 06-May-2022 Ticker: COMM ISIN: US20337X1090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2A. Election of Director: Mary S. Chan Mgmt For For 2B. Election of Director: Stephen C. Gray Mgmt For For 2C. Election of Director: L. William Krause Mgmt For For 2D. Election of Director: Derrick A. Roman Mgmt For For 2E. Election of Director: Charles L. Treadway Mgmt For For 2F. Election of Director: Claudius E. Watts IV, Mgmt For For Chairman 2G. Election of Director: Timothy T. Yates Mgmt For For 3. Non-binding, advisory vote to approve the Mgmt For For compensation of our named executive officers as described in the proxy statement. 4. Approval of additional shares under the Mgmt For For Company's 2019 Long-Term Incentive Plan. 5. Ratification of the appointment of Ernst & Mgmt For For Young LLP as the Company's independent registered public accounting firm for 2022. -------------------------------------------------------------------------------------------------------------------------- COMTECH TELECOMMUNICATIONS CORP. Agenda Number: 935520937 -------------------------------------------------------------------------------------------------------------------------- Security: 205826209 Meeting Type: Annual Meeting Date: 28-Dec-2021 Ticker: CMTL ISIN: US2058262096 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Judy Chambers Mgmt For For Lawrence J. Waldman Mgmt For For 2. Approval, on an advisory basis, of the Mgmt For For compensation of our Named Executive Officers. 3. Ratification of appointment of Deloitte & Mgmt For For Touche LLP as our independent registered public accounting firm. 4A. Approval of an amendment to Article V of Mgmt For For our Restated Certificate of Incorporation to phase out the classified Board of Directors and add certain clarifying changes. 4B. Approval of an amendment to eliminate the Mgmt For For supermajority voting requirement for amending or repealing Article V of our Restated Certificate of Incorporation. -------------------------------------------------------------------------------------------------------------------------- CORNING INCORPORATED Agenda Number: 935559471 -------------------------------------------------------------------------------------------------------------------------- Security: 219350105 Meeting Type: Annual Meeting Date: 28-Apr-2022 Ticker: GLW ISIN: US2193501051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Donald W. Blair Mgmt For For 1B. Election of Director: Leslie A. Brun Mgmt For For 1C. Election of Director: Stephanie A. Burns Mgmt For For 1D. Election of Director: Richard T. Clark Mgmt For For 1E. Election of Director: Pamela J. Craig Mgmt For For 1F. Election of Director: Robert F. Cummings, Mgmt For For Jr. 1G. Election of Director: Roger W. Ferguson, Mgmt For For Jr. 1H. Election of Director: Deborah A. Henretta Mgmt For For 1I. Election of Director: Daniel P. Mgmt For For Huttenlocher 1J. Election of Director: Kurt M. Landgraf Mgmt For For 1K. Election of Director: Kevin J. Martin Mgmt For For 1L. Election of Director: Deborah D. Rieman Mgmt For For 1M. Election of Director: Hansel E. Tookes, II Mgmt For For 1N. Election of Director: Wendell P. Weeks Mgmt For For 1O. Election of Director: Mark S. Wrighton Mgmt For For 2. Advisory approval of our executive Mgmt For For compensation (Say on Pay). 3. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- CROWN CASTLE INTERNATIONAL CORP. Agenda Number: 935580793 -------------------------------------------------------------------------------------------------------------------------- Security: 22822V101 Meeting Type: Annual Meeting Date: 19-May-2022 Ticker: CCI ISIN: US22822V1017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: P. Robert Bartolo Mgmt For For 1B. Election of Director: Jay A. Brown Mgmt For For 1C. Election of Director: Cindy Christy Mgmt For For 1D. Election of Director: Ari Q. Fitzgerald Mgmt For For 1E. Election of Director: Andrea J. Goldsmith Mgmt For For 1F. Election of Director: Tammy K. Jones Mgmt For For 1G. Election of Director: Anthony J. Melone Mgmt For For 1H. Election of Director: W. Benjamin Moreland Mgmt For For 1I. Election of Director: Kevin A. Stephens Mgmt For For 1J. Election of Director: Matthew Thornton, III Mgmt For For 2. The ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accountants for fiscal year 2022. 3. The proposal to approve the Company's 2022 Mgmt For For Long-Term Incentive Plan. 4. The amendment to the Company's Restated Mgmt For For Certificate of Incorporation to increase the number of authorized shares of common stock. 5. The non-binding, advisory vote to approve Mgmt For For the compensation of the Company's named executive officers. -------------------------------------------------------------------------------------------------------------------------- CSG SYSTEMS INTERNATIONAL, INC. Agenda Number: 935581074 -------------------------------------------------------------------------------------------------------------------------- Security: 126349109 Meeting Type: Annual Meeting Date: 18-May-2022 Ticker: CSGS ISIN: US1263491094 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Gregory A. Conley Mgmt For For 1B. Election of Director: Ronald H. Cooper Mgmt For For 1C. Election of Director: Marwan H. Fawaz Mgmt For For 2. To approve, on an advisory basis, the Mgmt For For compensation of our named executive officers. 3. To approve the Third Amended and Restated Mgmt For For 1996 Employee Stock Purchase Plan. 4. To ratify the appointment of KPMG LLP as Mgmt For For our independent registered public accounting firm for fiscal 2022. -------------------------------------------------------------------------------------------------------------------------- CTS CORPORATION Agenda Number: 935570146 -------------------------------------------------------------------------------------------------------------------------- Security: 126501105 Meeting Type: Annual Meeting Date: 12-May-2022 Ticker: CTS ISIN: US1265011056 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR D. M. Costello Mgmt For For G. Hunter Mgmt For For W. S. Johnson Mgmt For For Y.J. Li Mgmt For For K. M. O'Sullivan Mgmt For For R. A. Profusek Mgmt For For A. G. Zulueta Mgmt For For 2. Approval, on an advisory basis, of the Mgmt For For compensation of CTS' named executive officers. 3. Ratification of the appointment of Grant Mgmt For For Thornton LLP as CTS' independent auditor for 2022. 4. Approval of an amendment to the CTS Mgmt For For Articles of Incorporation to implement a majority voting standard in uncontested director elections. -------------------------------------------------------------------------------------------------------------------------- CYRUSONE INC. Agenda Number: 935540890 -------------------------------------------------------------------------------------------------------------------------- Security: 23283R100 Meeting Type: Special Meeting Date: 01-Feb-2022 Ticker: CONE ISIN: US23283R1005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve the merger (the "merger") of Mgmt For For Cavalry Merger Sub LLC, a wholly owned subsidiary of Parent ("Merger Sub"), with and into CyrusOne Inc. (the "Company"), with the Company surviving the merger, in accordance with the terms of the Agreement and Plan of Merger, dated as of November 14, 2021 (the "merger agreement"), by and among Cavalry Parent L.P. ("Parent"), Merger Sub and the Company, the merger agreement and the other transactions contemplated by the merger agreement. 2. To approve, by advisory (non-binding) vote, Mgmt Against Against the compensation that may be paid or become payable to the Company's named executive officers in connection with the consummation of the merger. 3. To approve any adjournment of the special Mgmt For For meeting for the purpose of soliciting additional proxies if there are insufficient votes at the special meeting to approve Proposal 1. -------------------------------------------------------------------------------------------------------------------------- DELL TECHNOLOGIES INC. Agenda Number: 935647492 -------------------------------------------------------------------------------------------------------------------------- Security: 24703L202 Meeting Type: Annual Meeting Date: 27-Jun-2022 Ticker: DELL ISIN: US24703L2025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michael S. Dell* Mgmt Withheld Against David W. Dorman* Mgmt Withheld Against Egon Durban* Mgmt Withheld Against David Grain* Mgmt For For William D. Green* Mgmt Withheld Against Simon Patterson* Mgmt Withheld Against Lynn V. Radakovich* Mgmt Withheld Against Ellen J. Kullman# Mgmt Withheld Against 2. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as Dell Technologies Inc.'s independent registered public accounting firm for fiscal year ending February 3, 2023. 3. Approval, on an advisory basis, of the Mgmt Against Against compensation of Dell Technologies Inc.'s named executive officers as disclosed in the proxy statement. 4. Adoption of Sixth Amended and Restated Mgmt For For Certificate of Incorporation of Dell Technologies Inc. as disclosed in the proxy statement. -------------------------------------------------------------------------------------------------------------------------- DIGITAL REALTY TRUST, INC. Agenda Number: 935614621 -------------------------------------------------------------------------------------------------------------------------- Security: 253868103 Meeting Type: Annual Meeting Date: 03-Jun-2022 Ticker: DLR ISIN: US2538681030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Laurence A. Chapman Mgmt Against Against 1b. Election of Director: Alexis Black Bjorlin Mgmt For For 1c. Election of Director: VeraLinn Jamieson Mgmt Against Against 1d. Election of Director: Kevin J. Kennedy Mgmt For For 1e. Election of Director: William G. LaPerch Mgmt Against Against 1f. Election of Director: Jean F.H.P. Mgmt For For Mandeville 1g. Election of Director: Afshin Mohebbi Mgmt For For 1h. Election of Director: Mark R. Patterson Mgmt Against Against 1i. Election of Director: Mary Hogan Preusse Mgmt Against Against 1j. Election of Director: Dennis E. Singleton Mgmt For For 1k. Election of Director: A. William Stein 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 year ending December 31, 2022. 3. To approve, on a non-binding, advisory Mgmt For For basis, the compensation of the Company's named executive officers, as more fully described in the accompanying Proxy Statement (say on pay). 4. A stockholder proposal regarding reporting Shr For Against on concealment clauses. -------------------------------------------------------------------------------------------------------------------------- DZS INC. Agenda Number: 935616651 -------------------------------------------------------------------------------------------------------------------------- Security: 268211109 Meeting Type: Annual Meeting Date: 02-Jun-2022 Ticker: DZSI ISIN: US2682111099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class III Director to serve Mgmt For For three-year term: Min Woo Nam 1b. Election of Class III Director to serve Mgmt For For three-year term: Charles D. Vogt 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- EMCORE CORPORATION Agenda Number: 935544090 -------------------------------------------------------------------------------------------------------------------------- Security: 290846203 Meeting Type: Annual Meeting Date: 11-Mar-2022 Ticker: EMKR ISIN: US2908462037 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Stephen L. Domenik Mgmt For For 1.2 Election of Director: Rex S. Jackson Mgmt For For 1.3 Election of Director: Jeffrey Rittichier Mgmt For For 1.4 Election of Director: Bruce E. Grooms Mgmt For For 1.5 Election of Director: Noel Heiks Mgmt For For 2. Ratification of the Appointment of Mgmt For For Independent Registered Public Accounting Firm. 3. Approval of the Amended and Restated EMCORE Mgmt For For Corporation 2019 Equity Incentive Plan. 4. Advisory Vote on Executive Compensation. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- EQUINIX, INC. Agenda Number: 935602501 -------------------------------------------------------------------------------------------------------------------------- Security: 29444U700 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: EQIX ISIN: US29444U7000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Nanci Caldwell Mgmt For For 1.2 Election of Director: Adaire Fox-Martin Mgmt For For 1.3 Election of Director: Ron Guerrier Mgmt For For 1.4 Election of Director: Gary Hromadko Mgmt For For 1.5 Election of Director: Irving Lyons III Mgmt For For 1.6 Election of Director: Charles Meyers Mgmt For For 1.7 Election of Director: Christopher Paisley Mgmt For For 1.8 Election of Director: Sandra Rivera Mgmt For For 1.9 Election of Director: Peter Van Camp Mgmt For For 2. Approval, by a non-binding advisory vote, Mgmt For For of the compensation of our named executive officers. 3. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending Dec. 31, 2022. 4. A stockholder proposal, related to lowering Shr For Against the stock ownership threshold required to call a special meeting. -------------------------------------------------------------------------------------------------------------------------- EXTREME NETWORKS, INC. Agenda Number: 935499409 -------------------------------------------------------------------------------------------------------------------------- Security: 30226D106 Meeting Type: Annual Meeting Date: 04-Nov-2021 Ticker: EXTR ISIN: US30226D1063 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Charles P. Carinalli Mgmt For For Kathleen M. Holmgren Mgmt For For Rajendra Khanna Mgmt For For Edward H. Kennedy Mgmt For For Edward B. Meyercord Mgmt For For John C. Shoemaker Mgmt For For Ingrid J. Burton Mgmt For For 2. Hold an advisory vote to approve our named Mgmt For For executive officers' compensation. 3. Ratify the appointment of Grant Thornton Mgmt For For LLP as our independent auditors for the fiscal year ending June 30, 2022. 4. Approve our Amended and Restated Tax Mgmt For For Benefit Preservation Plan. 5. Approve of an amendment and restatement of Mgmt For For our 2014 Employee Stock Purchase Plan. 6. Approve of an amendment and restatement of Mgmt For For our Equity Incentive Plan to, among other things, add 7,900,000 shares of our common stock to those reserved for issuance under the plan. 7. Hold a vote on a stockholder proposal Shr For Against regarding simple majority voting, if properly presented at the 2021 Annual Meeting. -------------------------------------------------------------------------------------------------------------------------- F5, INC. Agenda Number: 935544951 -------------------------------------------------------------------------------------------------------------------------- Security: 315616102 Meeting Type: Annual Meeting Date: 10-Mar-2022 Ticker: FFIV ISIN: US3156161024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Sandra E. Bergeron Mgmt For For 1B. Election of Director: Elizabeth L. Buse Mgmt For For 1C. Election of Director: Michael L. Dreyer Mgmt For For 1D. Election of Director: Alan J. Higginson Mgmt For For 1E. Election of Director: Peter S. Klein Mgmt For For 1F. Election of Director: Francois Locoh-Donou Mgmt For For 1G. Election of Director: Nikhil Mehta Mgmt For For 1H. Election of Director: Michael F. Montoya Mgmt For For 1I. Election of Director: Marie E. Myers Mgmt For For 1J. Election of Director: James M. Phillips Mgmt For For 1K. Election of Director: Sripada Shivananda Mgmt For For 2. Approve the F5, Inc. Incentive Plan. Mgmt For For 3. Ratify the selection of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2022. 4. Advisory vote to approve the compensation Mgmt For For of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- GDS HOLDINGS LIMITED Agenda Number: 935674261 -------------------------------------------------------------------------------------------------------------------------- Security: 36165L108 Meeting Type: Annual Meeting Date: 30-Jun-2022 Ticker: GDS ISIN: US36165L1089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Re-election of Mr. William Wei Huang as a Mgmt Against Against director of the Company. 2. Re-election of Ms. Bin Yu as a director of Mgmt For For the Company. 3. Re-election of Mr. Zulkifli Baharudin as a Mgmt For For director of the Company. 4. Confirmation of the appointment of KPMG Mgmt For For Huazhen LLP as independent auditor of the Company for the fiscal year ending December 31, 2022. 5. Authorization of the Board of Directors of Mgmt Against Against the Company to allot or issue, in the 12-month period from the date of the Meeting, ordinary shares or other equity or equity-linked securities of the Company up to an aggregate thirty per cent. (30%) of its existing issued share capital of the Company at the date of the Meeting, whether in a single transaction or a series of transactions (OTHER THAN any allotment or issues of shares on the exercise of any options that have been granted by the Company). 6. Authorization of each of the directors and Mgmt For For officers of the Company to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit. -------------------------------------------------------------------------------------------------------------------------- HEWLETT PACKARD ENTERPRISE COMPANY Agenda Number: 935550346 -------------------------------------------------------------------------------------------------------------------------- Security: 42824C109 Meeting Type: Annual Meeting Date: 05-Apr-2022 Ticker: HPE ISIN: US42824C1099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Daniel Ammann Mgmt For For 1B. Election of Director: Pamela L. Carter Mgmt For For 1C. Election of Director: Jean M. Hobby Mgmt For For 1D. Election of Director: George R. Kurtz Mgmt For For 1E. Election of Director: Raymond J. Lane Mgmt For For 1F. Election of Director: Ann M. Livermore Mgmt For For 1G. Election of Director: Antonio F. Neri Mgmt For For 1H. Election of Director: Charles H. Noski Mgmt For For 1I. Election of Director: Raymond E. Ozzie Mgmt For For 1J. Election of Director: Gary M. Reiner Mgmt For For 1K. Election of Director: Patricia F. Russo Mgmt For For 2. Ratification of the appointment of the Mgmt For For independent registered public accounting firm for the fiscal year ending October 31, 2022. 3. Approval of the increase of shares reserved Mgmt For For under the Hewlett Packard Enterprise 2021 Stock Incentive Plan. 4. Advisory vote to approve executive Mgmt For For compensation. 5. Stockholder proposal entitled: "Special Shr For Against Shareholder Meeting Improvement" -------------------------------------------------------------------------------------------------------------------------- IHS HOLDING LIMITED Agenda Number: 935619823 -------------------------------------------------------------------------------------------------------------------------- Security: G4701H109 Meeting Type: Annual Meeting Date: 01-Jun-2022 Ticker: IHS ISIN: KYG4701H1092 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Click For and Submit to confirm your Mgmt No vote attendance. -------------------------------------------------------------------------------------------------------------------------- II-VI INCORPORATED Agenda Number: 935502028 -------------------------------------------------------------------------------------------------------------------------- Security: 902104108 Meeting Type: Annual Meeting Date: 18-Nov-2021 Ticker: IIVI ISIN: US9021041085 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Class Four Director for a Mgmt For For three-year term to expire at the annual meeting of shareholders in 2024: Howard H. Xia 1B. Election of Class Four Director for a Mgmt For For three-year term to expire at the annual meeting of shareholders in 2024: Vincent D. Mattera, Jr. 1C. Election of Class Four Director for a Mgmt For For three-year term to expire at the annual meeting of shareholders in 2024: Michael L. Dreyer 1D. Election of Class Four Director for a Mgmt For For three-year term to expire at the annual meeting of shareholders in 2024: Stephen Pagliuca 2. Non-binding advisory vote to approve Mgmt For For compensation paid to named executive officers in fiscal year 2021. 3. Ratification of the Audit Committee's Mgmt For For selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2022. -------------------------------------------------------------------------------------------------------------------------- INFINERA CORPORATION Agenda Number: 935592293 -------------------------------------------------------------------------------------------------------------------------- Security: 45667G103 Meeting Type: Annual Meeting Date: 19-May-2022 Ticker: INFN ISIN: US45667G1031 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Class III Director to serve Mgmt For For untill the 2025 Annual Meeting of Stockholders: Christine Bucklin 1B. Election of Class III Director to serve Mgmt For For untill the 2025 Annual Meeting of Stockholders: Gregory P. Dougherty 1C. Election of Class III Director to serve Mgmt For For untill the 2025 Annual Meeting of Stockholders: Sharon Holt 2. To approve the Infinera Corporation 2016 Mgmt For For Equity Incentive Plan, as amended, which increases the number of shares authorized for issuance thereunder by 8,500,000 shares. 3. To approve, on an advisory basis, the Mgmt For For compensation of Infinera's named executive officers, as described in the Proxy Statement. 4. To ratify the appointment of Ernst & Young Mgmt For For LLP as Infinera's independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- INSEEGO CORP. Agenda Number: 935463896 -------------------------------------------------------------------------------------------------------------------------- Security: 45782B104 Meeting Type: Annual Meeting Date: 28-Jul-2021 Ticker: INSG ISIN: US45782B1044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Christopher Harland Mgmt For For Christopher Lytle Mgmt For For 2. Ratify the appointment of Marcum LLP as the Mgmt For For 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, as presented in the proxy statement. 4. Approve an amendment of the Company's 2018 Mgmt For For Omnibus Incentive Compensation Plan to increase the number of shares issuable under the plan by 3,000,000 shares. -------------------------------------------------------------------------------------------------------------------------- INTEL CORPORATION Agenda Number: 935577013 -------------------------------------------------------------------------------------------------------------------------- Security: 458140100 Meeting Type: Annual Meeting Date: 12-May-2022 Ticker: INTC ISIN: US4581401001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Patrick P. Gelsinger Mgmt For For 1B. Election of Director: James J. Goetz Mgmt For For 1C. Election of Director: Andrea J. Goldsmith Mgmt For For 1D. Election of Director: Alyssa H. Henry Mgmt Against Against 1E. Election of Director: Omar Ishrak Mgmt Against Against 1F. Election of Director: Risa Lavizzo-Mourey Mgmt Against Against 1G. Election of Director: Tsu-Jae King Liu Mgmt For For 1H. Election of Director: Gregory D. Smith Mgmt For For 1I. Election of Director: Dion J. Weisler Mgmt Against Against 1J. Election of Director: Frank D. Yeary Mgmt For For 2. Ratification of selection of Ernst & Young Mgmt For For LLP as our independent registered public accounting firm for 2022. 3. Advisory vote to approve executive Mgmt Against Against compensation of our listed officers. 4. Approval of amendment and restatement of Mgmt Against Against the 2006 Equity Incentive Plan. 5. Stockholder proposal requesting amendment Shr For Against to the company's stockholder special meeting right, if properly presented at the meeting. 6. Stockholder proposal requesting a Shr Against For third-party audit and report on whether written policies or unwritten norms at the company reinforce racism in company culture, if properly presented at the meeting. -------------------------------------------------------------------------------------------------------------------------- INTERDIGITAL, INC. Agenda Number: 935591455 -------------------------------------------------------------------------------------------------------------------------- Security: 45867G101 Meeting Type: Annual Meeting Date: 01-Jun-2022 Ticker: IDCC ISIN: US45867G1013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Lawrence (Liren) Chen Mgmt For For 1B. Election of Director: Joan H. Gillman Mgmt For For 1C. Election of Director: S. Douglas Hutcheson Mgmt For For 1D. Election of Director: John A. Kritzmacher Mgmt For For 1E. Election of Director: Pierre-Yves Mgmt For For Lesaicherre 1F. Election of Director: John D. Markley, Jr. Mgmt For For 1G. Election of Director: Jean F. Rankin Mgmt For For 2. Advisory resolution to approve executive Mgmt Against Against compensation. 3. Ratification of PricewaterhouseCoopers LLP Mgmt For For as the independent registered public accounting firm of InterDigital, Inc. for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- IPG PHOTONICS CORPORATION Agenda Number: 935596556 -------------------------------------------------------------------------------------------------------------------------- Security: 44980X109 Meeting Type: Annual Meeting Date: 24-May-2022 Ticker: IPGP ISIN: US44980X1090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Eugene A. Scherbakov, Mgmt For For Ph.D. 1B. Election of Director: Michael C. Child Mgmt For For 1C. Election of Director: Jeanmarie F. Desmond Mgmt For For 1D. Election of Director: Gregory P. Dougherty Mgmt For For 1E. Election of Director: Eric Meurice Mgmt For For 1F. Election of Director: Natalia Pavlova Mgmt For For 1G. Election of Director: John R. Peeler Mgmt For For 1H. Election of Director: Thomas J. Seifert Mgmt For For 1I. Election of Director: Felix Stukalin Mgmt For For 1J. Election of Director: Agnes K. Tang Mgmt For For 2. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as our independent registered public accounting firm for 2022. -------------------------------------------------------------------------------------------------------------------------- JUNIPER NETWORKS, INC. Agenda Number: 935576655 -------------------------------------------------------------------------------------------------------------------------- Security: 48203R104 Meeting Type: Annual Meeting Date: 11-May-2022 Ticker: JNPR ISIN: US48203R1041 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Gary Daichendt Mgmt For For 1B. Election of Director: Anne DelSanto Mgmt For For 1C. Election of Director: Kevin DeNuccio Mgmt For For 1D. Election of Director: James Dolce Mgmt For For 1E. Election of Director: Christine Gorjanc Mgmt For For 1F. Election of Director: Janet Haugen Mgmt For For 1G. Election of Director: Scott Kriens Mgmt For For 1H. Election of Director: Rahul Merchant Mgmt For For 1I. Election of Director: Rami Rahim Mgmt For For 1J. Election of Director: William Stensrud Mgmt For For 2. Ratification of Ernst & Young LLP, an Mgmt For For independent registered public accounting firm, as our auditors for the fiscal year ending December 31, 2022. 3. Approval of a non-binding advisory Mgmt For For resolution on executive compensation. 4. Approval of the amendment and restatement Mgmt Against Against of the Juniper Networks, Inc. 2015 Equity Incentive Plan. -------------------------------------------------------------------------------------------------------------------------- KEYSIGHT TECHNOLOGIES, INC. Agenda Number: 935545345 -------------------------------------------------------------------------------------------------------------------------- Security: 49338L103 Meeting Type: Annual Meeting Date: 17-Mar-2022 Ticker: KEYS ISIN: US49338L1035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: James G. Cullen Mgmt For For 1B. Election of Director: Michelle J. Holthaus Mgmt For For 1C. Election of Director: Jean M. Nye Mgmt For For 1D. Election of Director: Joanne B. Olsen Mgmt For For 2. Ratify the Audit and Finance Committee's Mgmt For For appointment of PricewaterhouseCoopers LLP as Keysight's independent registered public accounting firm. 3. Approve, on a non-binding advisory basis, Mgmt For For the compensation of Keysight's named executive officers. 4. Approve an amendment to Keysight's Amended Mgmt For For and Restated Certificate of Incorporation to declassify the Board of Directors. -------------------------------------------------------------------------------------------------------------------------- KT CORPORATION Agenda Number: 935569787 -------------------------------------------------------------------------------------------------------------------------- Security: 48268K101 Meeting Type: Annual Meeting Date: 31-Mar-2022 Ticker: KT ISIN: US48268K1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approval of Financial Statements for the Mgmt For For 40th Fiscal Year 2.1 Amendment to the Articles of Incorporation: Mgmt For For Amendment to add items in Business Purpose 2.2 Amendment to the Articles of Incorporation: Mgmt For For Change in notification method 2.3 Amendment to the Articles of Incorporation: Mgmt For For Diversification of shareholders return method 2.4 Amendment to the Articles of Incorporation: Mgmt For For Clarification of Regulations 3.1 Election of Inside Director Candidate: Mr. Mgmt Against Against Jong-Ook Park 3.2 Election of Inside Director Candidate: Mr. Mgmt For For Kyoung-Lim Yun 3.3 Election of Outside Director Candidate: Mr. Mgmt Against Against Hee-Yol Yu 3.4 Election of Outside Director Candidate: Mr. Mgmt For For Yong-Hun Kim 3.5 Election of Outside Director Candidate: Mr. Mgmt For For Benjamin Hong 4. Election of Member of the Audit Committee Mgmt For For Outside Director Candidate, Mr. Yong-Hun Kim 5. Approval of Ceiling Amount on Remuneration Mgmt For For for Directors 6. Amendment to Severance Pay Regulations for Mgmt For For Executives -------------------------------------------------------------------------------------------------------------------------- LATTICE SEMICONDUCTOR CORPORATION Agenda Number: 935574346 -------------------------------------------------------------------------------------------------------------------------- Security: 518415104 Meeting Type: Annual Meeting Date: 06-May-2022 Ticker: LSCC ISIN: US5184151042 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: James R. Anderson Mgmt For For 1.2 Election of Director: Robin A. Abrams Mgmt For For 1.3 Election of Director: Mark E. Jensen Mgmt For For 1.4 Election of Director: Anjali Joshi Mgmt For For 1.5 Election of Director: James P. Lederer Mgmt For For 1.6 Election of Director: Krishna Rangasayee Mgmt For For 1.7 Election of Director: D. Jeffrey Richardson 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 December 31, 2022. 3. To approve on a non-binding, advisory Mgmt For For basis, the compensation of our Named Executive Officers (as defined below in the section of the Proxy Statement titled "Compensation Discussion and Analysis"). -------------------------------------------------------------------------------------------------------------------------- LIMELIGHT NETWORKS, INC. Agenda Number: 935648595 -------------------------------------------------------------------------------------------------------------------------- Security: 53261M104 Meeting Type: Annual Meeting Date: 09-Jun-2022 Ticker: LLNW ISIN: US53261M1045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approval of the issuance of shares of Mgmt For For common stock of Limelight, par value $0.001 per share ("Limelight common stock") to either College Parent, L.P., a Delaware limited partnership (together with its wholly-owned subsidiaries other than Edgecast, Inc., "College Parent"), the ultimate parent company of Edgecast, Inc. or a designated subsidiary of College Parent under the Stock Purchase Agreement, dated as of March 6, 2022, by and between Limelight and College Parent. 2a. Election of Class III Director: Jeffrey T. Mgmt Against Against Fisher 2b. Election of Class III Director: David C. Mgmt For For Peterschmidt 2c. Election of Class III Director: Bob Lyons Mgmt For For 3. Approval of the ratification of Ernst & Mgmt For For Young LLP as independent registered public accounting firm. 4. Approval of a proposal to adjourn or Mgmt For For postpone the annual meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the stock issuance proposal. -------------------------------------------------------------------------------------------------------------------------- LUMEN TECHNOLOGIES, INC. Agenda Number: 935589258 -------------------------------------------------------------------------------------------------------------------------- Security: 550241103 Meeting Type: Annual Meeting Date: 18-May-2022 Ticker: LUMN ISIN: US5502411037 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Quincy L. Allen Mgmt For For 1B. Election of Director: Martha Helena Bejar Mgmt For For 1C. Election of Director: Peter C. Brown Mgmt For For 1D. Election of Director: Kevin P. Chilton Mgmt For For 1E. Election of Director: Steven T. "Terry" Mgmt For For Clontz 1F. Election of Director: T. Michael Glenn Mgmt For For 1G. Election of Director: W. Bruce Hanks Mgmt For For 1H. Election of Director: Hal Stanley Jones Mgmt For For 1I. Election of Director: Michael Roberts Mgmt For For 1J. Election of Director: Laurie Siegel Mgmt For For 1K. Election of Director: Jeffrey K. Storey Mgmt For For 2. Ratify the appointment of KPMG LLP as our Mgmt For For independent auditor for 2022. 3. Advisory vote to approve our executive Mgmt For For compensation. -------------------------------------------------------------------------------------------------------------------------- LUMENTUM HOLDINGS INC. Agenda Number: 935499916 -------------------------------------------------------------------------------------------------------------------------- Security: 55024U109 Meeting Type: Annual Meeting Date: 19-Nov-2021 Ticker: LITE ISIN: US55024U1097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Penelope A. Herscher Mgmt For For 1B. Election of Director: Harold L. Covert Mgmt For For 1C. Election of Director: Isaac H. Harris Mgmt For For 1D. Election of Director: Julia S. Johnson Mgmt For For 1E. Election of Director: Brian J. Lillie Mgmt For For 1F. Election of Director: Alan S. Lowe Mgmt For For 1G. Election of Director: Ian S. Small Mgmt For For 1H. Election of Director: Janet S. Wong Mgmt For For 2. To approve, on a non-binding advisory Mgmt For For basis, the compensation of our named executive officers. 3. To approve the Amended and Restated 2015 Mgmt For For Equity Incentive Plan. 4. To ratify the appointment of Deloitte & Mgmt For For Touche LLP as our independent registered public accounting firm for the fiscal year ending July 2, 2022. -------------------------------------------------------------------------------------------------------------------------- MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC Agenda Number: 935543187 -------------------------------------------------------------------------------------------------------------------------- Security: 55405Y100 Meeting Type: Annual Meeting Date: 03-Mar-2022 Ticker: MTSI ISIN: US55405Y1001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Peter Chung Mgmt For For Geoffrey Ribar Mgmt For For Gil VanLunsen Mgmt For For 2. Advisory vote to approve the compensation Mgmt For For paid to the Company's named executive officers. 3. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2022. -------------------------------------------------------------------------------------------------------------------------- MARVELL TECHNOLOGY, INC. Agenda Number: 935447929 -------------------------------------------------------------------------------------------------------------------------- Security: 573874104 Meeting Type: Annual Meeting Date: 16-Jul-2021 Ticker: MRVL ISIN: US5738741041 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: W. Tudor Brown Mgmt For For 1B. Election of Director: Brad W. Buss Mgmt For For 1C. Election of Director: Edward H. Frank Mgmt For For 1D. Election of Director: Richard S. Hill Mgmt For For 1E. Election of Director: Marachel L. Knight Mgmt For For 1F. Election of Director: Bethany J. Mayer Mgmt For For 1G. Election of Director: Matthew J. Murphy Mgmt For For 1H. Election of Director: Michael G. Strachan Mgmt For For 1I. Election of Director: Robert E. Switz Mgmt For For 1J. Election of Director: Ford Tamer Mgmt For For 2. An advisory (non-binding) vote to approve Mgmt For For compensation of our named executive officers. 3. To ratify the appointment of Deloitte and Mgmt For For Touche LLP as our independent registered public accounting firm for the fiscal year ended January 29, 2022. -------------------------------------------------------------------------------------------------------------------------- MARVELL TECHNOLOGY, INC. Agenda Number: 935647353 -------------------------------------------------------------------------------------------------------------------------- Security: 573874104 Meeting Type: Annual Meeting Date: 23-Jun-2022 Ticker: MRVL ISIN: US5738741041 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Sara Andrews Mgmt For For 1b. Election of Director: W. Tudor Brown Mgmt For For 1c. Election of Director: Brad W. Buss Mgmt For For 1d. Election of Director: Edward H. Frank Mgmt For For 1e. Election of Director: Richard S. Hill Mgmt For For 1f. Election of Director: Marachel L. Knight Mgmt For For 1g. Election of Director: Matthew J. Murphy Mgmt For For 1h. Election of Director: Michael G. Strachan Mgmt For For 1i. Election of Director: Robert E. Switz Mgmt For For 1j. Election of Director: Ford Tamer Mgmt For For 2. An advisory (non-binding) vote to approve Mgmt For For compensation of our named executive officers. 3. To amend the Marvell Technology, Inc. 2000 Mgmt For For Employee Stock Purchase Plan to remove the term of the plan and to remove the annual evergreen feature of the plan. 4. To ratify the appointment of Deloitte and Mgmt For For Touche LLP as our independent registered public accounting firm for the fiscal year ending January 28, 2023. -------------------------------------------------------------------------------------------------------------------------- MAXLINEAR, INC. Agenda Number: 935645397 -------------------------------------------------------------------------------------------------------------------------- Security: 57776J100 Meeting Type: Annual Meeting Date: 26-May-2022 Ticker: MXL ISIN: US57776J1007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Class I Director to serve until Mgmt For For the 2025 annual meeting: Daniel A. Artusi 1.2 Election of Class I Director to serve until Mgmt For For the 2025 annual meeting: Tsu-Jae King Liu, Ph.D. 2. To approve, on an advisory basis, the Mgmt For For compensation of our named executive officers for the year ended December 31, 2021, as set forth in the proxy statement. 3. To ratify the appointment of Grant Thornton Mgmt For For LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- NATIONAL INSTRUMENTS CORPORATION Agenda Number: 935576035 -------------------------------------------------------------------------------------------------------------------------- Security: 636518102 Meeting Type: Annual Meeting Date: 10-May-2022 Ticker: NATI ISIN: US6365181022 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR James E. Cashman, lll Mgmt For For Liam K. Griffin Mgmt For For Eric H. Starkloff Mgmt For For 2. To increase the number of shares reserved Mgmt For For under the National Instruments Corporation 1994 Employee Stock Purchase Plan by 3,000,000 shares. 3. To approve the National Instruments Mgmt For For Corporation 2022 Equity Incentive Plan. 4. To approve, on an advisory (non-binding) Mgmt For For basis, National Instruments Corporation's executive compensation program. 5. To ratify the appointment of Ernst & Young Mgmt For For LLP as National Instruments Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- NEOPHOTONICS CORPORATION Agenda Number: 935539556 -------------------------------------------------------------------------------------------------------------------------- Security: 64051T100 Meeting Type: Special Meeting Date: 01-Feb-2022 Ticker: NPTN ISIN: US64051T1007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To adopt the Agreement and Plan of Merger, Mgmt For For dated November 3, 2021 (such agreement, as it may be amended, modified or supplemented from time to time, the "Merger Agreement") by and among NeoPhotonics Corporation ("NeoPhotonics"), Lumentum Holdings Inc. and Neptune Merger Sub, Inc. 2. To approve, on an advisory (non-binding) Mgmt For For basis, the compensation that may be paid or become payable to NeoPhotonics' named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. 3. To adjourn the Special Meeting to a later Mgmt For For date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. -------------------------------------------------------------------------------------------------------------------------- NEOPHOTONICS CORPORATION Agenda Number: 935623911 -------------------------------------------------------------------------------------------------------------------------- Security: 64051T100 Meeting Type: Annual Meeting Date: 02-Jun-2022 Ticker: NPTN ISIN: US64051T1007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Kimberly Y. Chainey Mgmt For For Rajiv Ramaswami PhD Mgmt For For Ihab Tarazi Mgmt For For 2. Ratification of the selection by our Audit Mgmt For For Committee of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- NETSCOUT SYSTEMS, INC. Agenda Number: 935476045 -------------------------------------------------------------------------------------------------------------------------- Security: 64115T104 Meeting Type: Annual Meeting Date: 09-Sep-2021 Ticker: NTCT ISIN: US64115T1043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Alfred Grasso Mgmt For For Michael Szabados Mgmt For For Vivian Vitale Mgmt For For 2. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as NetScout's independent registered public accounting firm for the fiscal year ended March 31, 2022. 3. To approve, on an advisory basis, the Mgmt For For compensation of NetScout's named executive officers as disclosed in the proxy statement in accordance with Securities and Exchange Commission rules. -------------------------------------------------------------------------------------------------------------------------- NOKIA CORPORATION Agenda Number: 935566438 -------------------------------------------------------------------------------------------------------------------------- Security: 654902204 Meeting Type: Annual Meeting Date: 05-Apr-2022 Ticker: NOK ISIN: US6549022043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 7. Adoption of the Annual Accounts Mgmt For For 8. Resolution on the use of the profit shown Mgmt For For on the balance sheet and authorization of the Board of Directors to decide on the distribution of dividend and assets from the invested unrestricted equity fund 9. Resolution on the discharge of the members Mgmt For For of the Board of Directors and the President and CEO from liability for the financial year 2021 10. Addressing the Remuneration Report Mgmt For For 11. Resolution on the remuneration to the Mgmt For For members of the Board of Directors 12. Resolution on the number of members of the Mgmt For For Board of Directors 13. DIRECTOR Sari Baldauf Mgmt For For Bruce Brown Mgmt For For Thomas Dannenfeldt Mgmt For For Lisa Hook Mgmt For For Jeanette Horan Mgmt For For Edward Kozel Mgmt For For Thomas Saueressig Mgmt For For Soren Skou Mgmt For For Carla Smits-Nusteling Mgmt For For Kai Oistamo Mgmt For For 14. Resolution on the remuneration of the Mgmt For For Auditor 15. Election of Auditor for the financial year Mgmt For For 2023 16. Authorization to the Board of Directors to Mgmt For For resolve to repurchase the Company's own shares 17. Authorization to the Board of Directors to Mgmt For For resolve to issue shares and special rights entitling to shares 8A. In conflict with the Board proposal 8., I Mgmt Abstain For demand minority dividend to be paid pursuant with the Finnish Companies Act 624/2006. -------------------------------------------------------------------------------------------------------------------------- NVIDIA CORPORATION Agenda Number: 935618299 -------------------------------------------------------------------------------------------------------------------------- Security: 67066G104 Meeting Type: Annual Meeting Date: 02-Jun-2022 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. Advisory approval of our executive Mgmt For For compensation. 3. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2023. 4. Approval of an amendment to our charter to Mgmt For For increase the number of authorized shares of common stock from 4 billion to 8 billion shares. 5. Approval of an amendment and restatement of Mgmt For For our Amended and Restated 2007 Equity Incentive Plan. -------------------------------------------------------------------------------------------------------------------------- NXP SEMICONDUCTORS NV. Agenda Number: 935648545 -------------------------------------------------------------------------------------------------------------------------- Security: N6596X109 Meeting Type: Annual Meeting Date: 01-Jun-2022 Ticker: NXPI ISIN: NL0009538784 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Adoption of the 2021 Statutory Annual Mgmt For For Accounts 2. Discharge of the members of the Board for Mgmt For For their responsibilities in the financial year ended December 31, 2021 3a. Re-appoint Kurt Sievers as executive Mgmt For For director 3b. Re-appoint Sir Peter Bonfield as Mgmt For For non-executive director 3c. Re-appoint Annette Clayton as non-executive Mgmt For For director 3d. Re-appoint Anthony Foxx as non-executive Mgmt For For director 3e. Appoint Chunyuan Gu as non-executive Mgmt For For director 3f. Re-appoint Lena Olving as non-executive Mgmt For For director 3g. Re-appoint Julie Southern as non-executive Mgmt For For director 3h. Re-appoint Jasmin Staiblin as non-executive Mgmt For For director 3i. Re-appoint Gregory Summe as non-executive Mgmt For For director 3j. Re-appoint Karl-Henrik Sundstrom as Mgmt For For non-executive director 4. Authorization of the Board to issue Mgmt For For ordinary shares of the Company and grant rights to acquire ordinary shares 5. Authorization of the Board to restrict or Mgmt For For exclude pre-emption rights accruing in connection with an issue of shares or grant of rights 6. Authorization of the Board to repurchase Mgmt For For ordinary shares 7. Authorization of the Board to cancel Mgmt For For ordinary shares held or to be acquired by the Company 8. Non-binding, advisory approval of the Named Mgmt For For Executive Officers' compensation -------------------------------------------------------------------------------------------------------------------------- ORANGE Agenda Number: 935614556 -------------------------------------------------------------------------------------------------------------------------- Security: 684060106 Meeting Type: Annual Meeting Date: 19-May-2022 Ticker: ORAN ISIN: US6840601065 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1 Approval of the statutory financial Mgmt For For statements for the fiscal year ended December 31, 2021 O2 Approval of the consolidated financial Mgmt For For statements for the fiscal year ended December 31, 2021 O3 Allocation of income for the fiscal year Mgmt For For ended December 31, 2021, as stated in the statutory financial statements O4 Agreements provided for in Articles L. Mgmt For For 225-38 et seq. of the French Commercial Code O5 Appointment of Mr. Jacques Aschenbroich as Mgmt Against Against a Director O6 Appointment of a Ms. Valerie Beaulieu-James Mgmt For For as a Director O7 Setting the amount of the overall annual Mgmt For For compensation for Directors O8 Approval of the information mentioned in Mgmt For For Article L. 22-10-9 I. of the French Commercial Code, pursuant to I of Article L. 22- 10-34 of the French Commercial Code O9 Approval of the components of compensation Mgmt For For paid during the fiscal year ended December 31, 2021 or allocated in respect of ...(due to space limits, see proxy material for full proposal). O10 Approval of the components of compensation Mgmt For For paid during the fiscal year ended December 31, 2021 or allocated in respect of ...(due to space limits, see proxy material for full proposal). O11 Approval of the components of compensation Mgmt For For paid during the fiscal year ended December 31, 2021 or allocated in respect of the same fiscal year to Mr. Gervais Pellissier, Delegate Chief ...(due to space limits, see proxy material for full proposal). O12 Approval of the 2022 compensation policy Mgmt Against Against for the Chairman and Chief Executive Officer, the Chief Executive Officer, and the Delegate Chief Executive Officer(s), pursuant to Article L. 22- 10-8 of the French Commercial Code O13 Approval of the 2022 compensation policy Mgmt For For for the separated Chairman of the Board of Directors, pursuant to Article L. 22- 10-8 of the French Commercial Code O14 Approval of the compensation policy for Mgmt For For Directors, pursuant to Article L. 22-10-8 of the French Commercial Code O15 Authorization to be granted to the Board of Mgmt For For Directors to purchase or transfer Company shares E16 Amendments of the Bylaws : amendment of Mgmt For For Articles 2, 13, 15 and 16 of the Bylaws E17 Amendment to the Bylaws regarding the age Mgmt For For limit for the Chairperson of the Board of Directors E18 Authorization granted to the Board of Mgmt For For Directors to allocate free shares of the Company to Corporate Officers and certain Orange group employees and involving the waiver of shareholders' preferential subscription rights E19 Delegation of authority to the Board of Mgmt For For Directors to issue shares or complex securities reserved for members of savings plans and involving the waiver of shareholders' preferential subscription rights E20 Authorization to the Board of Directors to Mgmt For For reduce the capital through the cancellation of shares E21 Powers for formalities Mgmt For For A Amendment to the eighteenth resolution - Mgmt Against For Authorization granted to the Board of Directors either to allocate free Company shares ...(due to space limits, see proxy material for full proposal). B Amendment to Article 13 of the Bylaws on Mgmt Against For plurality of mandates -------------------------------------------------------------------------------------------------------------------------- QORVO, INC. Agenda Number: 935466258 -------------------------------------------------------------------------------------------------------------------------- Security: 74736K101 Meeting Type: Annual Meeting Date: 10-Aug-2021 Ticker: QRVO ISIN: US74736K1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Ralph G. Quinsey Mgmt For For Robert A. Bruggeworth Mgmt For For Judy Bruner Mgmt For For Jeffery R. Gardner Mgmt For For John R. Harding Mgmt For For David H. Y. Ho Mgmt For For Roderick D. Nelson Mgmt For For Dr. Walden C. Rhines Mgmt For For Susan L. Spradley Mgmt For For 2. To approve, on an advisory basis, the Mgmt For For compensation of our Named Executive Officers (as defined in the proxy statement). 3. To vote, on an advisory basis, on the Mgmt 1 Year For frequency of future advisory votes on the compensation of our Named Executive Officers. 4. To ratify the appointment of Ernst & Young Mgmt For For LLP as our independent registered public accounting firm for the fiscal year ending April 2, 2022. -------------------------------------------------------------------------------------------------------------------------- QTS REALTY TRUST, INC. Agenda Number: 935477403 -------------------------------------------------------------------------------------------------------------------------- Security: 74736A103 Meeting Type: Special Meeting Date: 26-Aug-2021 Ticker: QTS ISIN: US74736A1034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve the merger of QTS Realty Trust, Mgmt For For Inc. with and into Volt Lower Holdings LLC (the "Merger") pursuant to the terms of the Agreement and Plan of Merger, dated as of June 7, 2021, as it may be amended from time to time, among QTS Realty Trust, Inc., QualityTech, LP, Volt Upper Holdings LLC, Volt Lower Holdings LLC, and Volt Acquisition LP (the "Merger Agreement"), and the other transactions contemplated by the Merger Agreement as more particularly described in the Proxy Statement. 2. To approve, on a non-binding, advisory Mgmt For For basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger as more particularly described in the Proxy Statement. 3. To approve any adjournment of the Special Mgmt For For Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger and the other transactions contemplated by the Merger Agreement as more particularly described in the Proxy Statement. -------------------------------------------------------------------------------------------------------------------------- QUALCOMM INCORPORATED Agenda Number: 935543567 -------------------------------------------------------------------------------------------------------------------------- Security: 747525103 Meeting Type: Annual Meeting Date: 09-Mar-2022 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: Cristiano R. Amon Mgmt For For 1C. Election of Director: Mark Fields Mgmt For For 1D. Election of Director: Jeffrey W. Henderson Mgmt For For 1E. Election of Director: Gregory N. Johnson Mgmt For For 1F. Election of Director: Ann M. Livermore 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: Irene B. Rosenfeld Mgmt For For 1J. Election of Director: Kornelis (Neil) Smit Mgmt For For 1K. Election of Director: Jean-Pascal Tricoire Mgmt For For 1L. Election of Director: Anthony J. Mgmt For For Vinciquerra 2. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 25, 2022. 3. Advisory vote to approve the compensation Mgmt For For of our Named Executive Officers. -------------------------------------------------------------------------------------------------------------------------- RADWARE LTD. Agenda Number: 935519770 -------------------------------------------------------------------------------------------------------------------------- Security: M81873107 Meeting Type: Annual Meeting Date: 09-Dec-2021 Ticker: RDWR ISIN: IL0010834765 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Class I Director (until the Mgmt No vote Annual General Meeting of Shareholders to be held in 2024): Mr. Yehuda Zisapel 1B. Election of Class I Director (until the Mgmt No vote Annual General Meeting of Shareholders to be held in 2024): Prof. Yair Tauman 1C. Election of Class I Director (until the Mgmt No vote Annual General Meeting of Shareholders to be held in 2024): Mr. Yuval Cohen 2. To approve grants of Company equity-based Mgmt No vote awards to the President and Chief Executive Officer of the Company. 2A. Please confirm that you ARE NOT a Mgmt No vote "controlling shareholder" and DO NOT have a "personal interest" in Proposal 2 by checking the "YES" box. If you cannot confirm the same and unable to make the aforesaid confirmations for any reason or have questions about, check the "NO" box. As described under the heading "Required Vote" in item 2 of the Proxy Statement, "personal interest" generally means that you have a personal benefit in the matter which is not solely a result of shareholdings in Radware. Mark "for" = yes or "against" = no. 3. To approve grants of equity-based awards of Mgmt No vote EdgeHawk Security Ltd., the Company's subsidiary, to the President and Chief Executive Officer of the Company. 3A. Please confirm that you ARE NOT a Mgmt No vote "controlling shareholder" and DO NOT have a "personal interest" in Proposal 3 by checking the "YES" box. If you cannot confirm the same, check the "NO" box. As described under the heading "Required Vote" in item 3 of the Proxy Statement, "personal interest" generally means that you have a personal benefit in the matter which is not solely a result of shareholdings in Radware. Mark "for" = yes or "against" = no. 4. To approve the reappointment of Kost Forer Mgmt No vote Gabbay & Kasierer, a member of Ernst & Young Global, as the Company's auditors, and to authorize the Board of Directors to delegate to the Audit Committee the authority to fix their remuneration in accordance with the volume and nature of their services. -------------------------------------------------------------------------------------------------------------------------- RIBBON COMMUNICATIONS INC. Agenda Number: 935596227 -------------------------------------------------------------------------------------------------------------------------- Security: 762544104 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: RBBN ISIN: US7625441040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Mariano S. de Beer Mgmt For For 1B. Election of Director: R. Stewart Ewing, Jr. Mgmt For For 1C. Election of Director: Bruns H. Grayson Mgmt For For 1D. Election of Director: Beatriz V. Infante Mgmt For For 1E. Election of Director: Bruce W. McClelland Mgmt For For 1F. Election of Director: Shaul Shani Mgmt For For 1G. Election of Director: Richard W. Smith Mgmt For For 1H. Election of Director: Tanya Tamone Mgmt For For 2. To ratify the appointment of Deloitte & Mgmt For For Touche LLP as Ribbon Communications' independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. To approve, on a non-binding, advisory Mgmt For For basis, the compensation of Ribbon Communications' named executive officers as disclosed in the "Compensation Discussion and Analysis" section and the accompanying compensation tables and related narratives contained in the Proxy Statement. 4. To approve an amendment to the Ribbon Mgmt Against Against Communications Inc. Amended and Restated 2019 Incentive Award Plan to add additional shares. -------------------------------------------------------------------------------------------------------------------------- SBA COMMUNICATIONS CORPORATION Agenda Number: 935579613 -------------------------------------------------------------------------------------------------------------------------- Security: 78410G104 Meeting Type: Annual Meeting Date: 12-May-2022 Ticker: SBAC ISIN: US78410G1040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director for a three-year term Mgmt For For expiring at the 2025 Annual Meeting: Kevin L. Beebe 1.2 Election of Director for a three-year term Mgmt For For expiring at the 2025 Annual Meeting: Jack Langer 1.3 Election of Director for a three-year term Mgmt For For expiring at the 2025 Annual Meeting: Jeffrey A. Stoops 1.4 Election of Director for a term expiring at Mgmt For For the 2024 Annual Meeting: Jay L. Johnson 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as SBA's independent registered public accounting firm for the 2022 fiscal year. 3. Approval, on an advisory basis, of the Mgmt For For compensation of SBA's named executive officers. -------------------------------------------------------------------------------------------------------------------------- SIERRA WIRELESS, INC. Agenda Number: 935646452 -------------------------------------------------------------------------------------------------------------------------- Security: 826516106 Meeting Type: Annual Meeting Date: 02-Jun-2022 Ticker: SWIR ISIN: CA8265161064 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR James R. Anderson Mgmt For For Karima Bawa Mgmt For For Philip Brace Mgmt For For Russell N. Jones Mgmt For For Martin D. Mc Court Mgmt For For Lori M. O'Neill Mgmt For For Thomas Sieber Mgmt For For Gregory L. Waters Mgmt For For 2 Appointment of Ernst and Young LLP, Mgmt For For Chartered Professional Accountants as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. 3 To consider and, if deemed advisable, pass Mgmt For For an ordinary resolution to approve certain amendments to the Corporation's 2011 Treasury Based Restricted Share Unit Plan. 4 To consider and, if deemed advisable, Mgmt For For approve an advisory resolution to accept the Corporation's approach to executive compensation. -------------------------------------------------------------------------------------------------------------------------- SILICOM LTD. Agenda Number: 935651465 -------------------------------------------------------------------------------------------------------------------------- Security: M84116108 Meeting Type: Annual Meeting Date: 07-Jun-2022 Ticker: SILC ISIN: IL0010826928 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 To approve the Amendment of the Company's Mgmt No vote Articles of Association in the form attached as Annex A to the Proxy Statement (the "Amended Articles"). 2 To approve a proposal to re-elect Mr. Avi Mgmt No vote Eizenman, the Company's Active Chairman of the Board of Directors, to the Company's Board of Directors, and, subject to the approval of the Amended Articles, to hold office as director for a two-year term, commencing on the date of the Meeting until the Annual General Meeting of Shareholders to be held in the year 2024, and until his successor has been duly elected. 3 To approve a proposal to elect Mr. Ilan Mgmt No vote Erez, to the Company's Board of Directors, to hold office as director for a three-year term commencing on the date of the Meeting until the Annual General Meeting of Shareholders to be held in the year 2025, and until his successor has been duly elected. 4 To approve a proposal to elect Ms. Ayelet Mgmt No vote Aya Hayak, to the Company's Board of Directors, to hold office as director for a three-year term commencing on the date of the Meeting until the Annual General Meeting of Shareholders to be held in the year 2025, and until her successor has been duly elected. 5 To approve the grant of 13,333 options to Mgmt No vote purchase Ordinary Shares of the Company pursuant to the Company's Global Share Incentive Plan (2013) (the "Plan") and in compliance with the Company's Compensation Policy, which was re-approved by the Company's shareholders on June 5, 2019 (the "Compensation Policy"), the Compensation Policy Cap (as such term is defined in the Proxy Statement) and the Amended Executive Compensation Policy to Mr. Avi Eizenman, the Company's Active Chairman of the Board of Directors. 6 To approve a proposal to approve the grant Mgmt No vote of 13,333 options to purchase Ordinary Shares of the Company pursuant to the Plan and in compliance with the Compensation Policy, the Compensation Policy Cap and the Amended Executive Compensation Policy to Mr. Yeshayahu ('Shaike') Orbach, the Company's current President and Chief Executive Officer. 6A DO YOU HAVE A "PERSONAL INTEREST" (AS Mgmt No vote DEFINED BELOW) WITH RESPECT TO THE SUBJECT MATTER OF PROPOSAL 6? (PLEASE NOTE: IF YOU DO NOT MARK EITHER YES OR NO YOU WILL BE DEEMED AS HAVING A PERSONAL INTEREST WITH RESPECT TO PROPOSAL 6 AND YOUR VOTE WILL NOT BE COUNTED FOR THE SPECIAL DISINTERESTED MAJORITY REQUIRED FOR THE APPROVAL OF PROPOSAL 6).Mark "for" = yes or "against" = no. 7 To approve a proposal to approve an Mgmt No vote increase in the monthly base salary of Mr. Avi Eizenman, the Company's Active Chairman of the Board of Directors, in compliance with the Compensation Policy and the Amended Executive Compensation Policy. 8 To approve a proposal to approve an Mgmt No vote increase in the monthly base salary of Mr. Yeshayahu ('Shaike') Orbach, the Company's current President and Chief Executive Officer, in compliance with the Compensation Policy and the Amended Executive Compensation Policy. 8A DO YOU HAVE A "PERSONAL INTEREST" (AS Mgmt No vote DEFINED BELOW) WITH RESPECT TO THE SUBJECT MATTER OF PROPOSAL 8? (PLEASE NOTE: IF YOU DO NOT MARK EITHER YES OR NO YOU WILL BE DEEMED AS HAVING A PERSONAL INTEREST WITH RESPECT TO PROPOSAL 8 AND YOUR VOTE WILL NOT BE COUNTED FOR THE SPECIAL DISINTERESTED MAJORITY REQUIRED FOR THE APPROVAL OF PROPOSAL 8).Mark "for" = yes or "against" = no. 9 To approve the Compensation Package for Mr. Mgmt No vote Liron Eizenman, who will be appointed as the Company's new President and Chief Executive Officer, commencing July 1, 2022. 9A DO YOU HAVE A "PERSONAL INTEREST" (AS Mgmt No vote DEFINED BELOW) WITH RESPECT TO THE SUBJECT MATTER OF PROPOSAL 9? (PLEASE NOTE: IF YOU DO NOT MARK EITHER YES OR NO YOU WILL BE DEEMED AS HAVING A PERSONAL INTEREST WITH RESPECT TO PROPOSAL 9 AND YOUR VOTE WILL NOT BE COUNTED FOR THE SPECIAL DISINTERESTED MAJORITY REQUIRED FOR THE APPROVAL OF PROPOSAL 9).Mark "for" = yes or "against" = no. 10 To approve a proposal to approve the grant Mgmt No vote of 50,000 options to purchase Ordinary Shares of the Company pursuant to the Plan and in compliance with the Compensation Policy, the Amended Executive Compensation Policy and the Compensation Policy Cap to Mr. Liron Eizenman, upon the commencement of his term as the Company's new President and Chief Executive Officer, on July 1, 2022. 10A DO YOU HAVE A "PERSONAL INTEREST" (AS Mgmt No vote DEFINED BELOW) WITH RESPECT TO THE SUBJECT MATTER OF PROPOSAL 10? (PLEASE NOTE: IF YOU DO NOT MARK EITHER YES OR NO YOU WILL BE DEEMED AS HAVING A PERSONAL INTEREST WITH RESPECT TO PROPOSAL 10 AND YOUR VOTE WILL NOT BE COUNTED FOR THE SPECIAL DISINTERESTED MAJORITY REQUIRED FOR THE APPROVAL OF PROPOSAL 10).Mark "for" = yes or "against" = no. 11 To approve a proposal to approve the Mgmt No vote Amended Executive Compensation Policy in the form attached as Annex B in the Proxy Statement (the "Amended Compensation Policy"). 11A DO YOU HAVE A "PERSONAL INTEREST" (AS Mgmt No vote DEFINED BELOW) WITH RESPECT TO THE SUBJECT MATTER OF PROPOSAL 11? (PLEASE NOTE: IF YOU DO NOT MARK EITHER YES OR NO YOU WILL BE DEEMED AS HAVING A PERSONAL INTEREST WITH RESPECT TO PROPOSAL 11 AND YOUR VOTE WILL NOT BE COUNTED FOR THE SPECIAL DISINTERESTED MAJORITY REQUIRED FOR THE APPROVAL OF PROPOSAL 11).Mark "for" = yes or "against" = no. 12 To approve a proposal to approve the Mgmt No vote appointment of Kesselman & Kesselman Certified Public Accountants (Isr.), PwC Israel, as the independent public accountants of the Company for year ending December 31, 2022, and until the next annual general meeting of the shareholders of the Company, and to authorize the Audit Committee of the Board of Directors to fix the compensation of such auditors in accordance with the amount and nature of their services. -------------------------------------------------------------------------------------------------------------------------- SK TELECOM CO., LTD. Agenda Number: 935497099 -------------------------------------------------------------------------------------------------------------------------- Security: 78440P108 Meeting Type: Special Meeting Date: 12-Oct-2021 Ticker: SKM ISIN: US78440P1084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Stock Split and Amendments to the Articles Mgmt For of Incorporation. 2. Approval of Spin-off Plan. Mgmt For 3. Appointment of Non-executive Director (Kyu Mgmt For Nam Choi). -------------------------------------------------------------------------------------------------------------------------- SK TELECOM CO., LTD. Agenda Number: 935559609 -------------------------------------------------------------------------------------------------------------------------- Security: 78440P306 Meeting Type: Annual Meeting Date: 25-Mar-2022 Ticker: SKM ISIN: US78440P3064 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approval of Financial Statements for the Mgmt For 38th Fiscal Year (2021) 2. Amendments to the Articles of Incorporation Mgmt For 3. Grant of Stock Options Mgmt For 4. Appointment of an Executive Director (Kang, Mgmt For Jong Ryeol) 5. Appointment of an Independent Non-Executive Mgmt For Director to Serve as an Audit Committee Member (Kim, Seok Dong) 6. Approval of the Ceiling Amount of Mgmt For Remuneration for Directors. *Proposed Ceiling Amount of the Remuneration for 8 Directors is KRW 12 billion. -------------------------------------------------------------------------------------------------------------------------- SKYWORKS SOLUTIONS, INC. Agenda Number: 935574271 -------------------------------------------------------------------------------------------------------------------------- Security: 83088M102 Meeting Type: Annual Meeting Date: 11-May-2022 Ticker: SWKS ISIN: US83088M1027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Alan S. Batey Mgmt For For 1B. Election of Director: Kevin L. Beebe Mgmt For For 1C. Election of Director: Liam K. Griffin Mgmt For For 1D. Election of Director: Eric J. Guerin Mgmt For For 1E. Election of Director: Christine King Mgmt For For 1F. Election of Director: Suzanne E. McBride Mgmt For For 1G. Election of Director: David P.McGlade Mgmt For For 1H. Election of Director: Robert A. Schriesheim Mgmt For For 2. To ratify the selection by the Company's Mgmt For For Audit Committee of KPMG LLP as the independent registered public accounting firm for the Company for fiscal year 2022. 3. To approve, on an advisory basis, the Mgmt For For compensation of the Company's named executive officers, as described in the Company's Proxy Statement. 4. To approve an amendment to the Company's Mgmt For For Restated Certificate of Incorporation to eliminate the supermajority vote provisions relating to stockholder approval of a merger or consolidation, disposition of all or substantially all of the Company's assets, or issuance of a substantial amount of the Company's securities. 5. To approve an amendment to the Company's Mgmt For For Restated Certificate of Incorporation to eliminate the supermajority vote provisions relating to stockholder approval of a business combination with any related person. 6. To approve an amendment to the Company's Mgmt For For Restated Certificate of Incorporation to eliminate the supermajority vote provision relating to stockholder amendment of charter provisions governing directors. 7. To approve an amendment to the Company's Mgmt For For Restated Certificate of Incorporation to eliminate the supermajority vote provision relating to stockholder amendment of the charter provision governing action by stockholders. 8. To approve a stockholder proposal regarding Shr For Against the Company's stockholder special meeting right. -------------------------------------------------------------------------------------------------------------------------- T-MOBILE US, INC. Agenda Number: 935625585 -------------------------------------------------------------------------------------------------------------------------- Security: 872590104 Meeting Type: Annual Meeting Date: 15-Jun-2022 Ticker: TMUS ISIN: US8725901040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Marcelo Claure Mgmt Withheld Against Srikant M. Datar Mgmt For For Bavan M. Holloway Mgmt For For Timotheus Hottges Mgmt Withheld Against Christian P. Illek Mgmt Withheld Against Raphael Kubler Mgmt Withheld Against Thorsten Langheim Mgmt Withheld Against Dominique Leroy Mgmt Withheld Against Letitia A. Long Mgmt For For G. Michael Sievert Mgmt Withheld Against Teresa A. Taylor Mgmt For For Omar Tazi Mgmt Withheld Against Kelvin R. Westbrook Mgmt For For 2. Ratification of the Appointment of Deloitte Mgmt For For & Touche LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2022. -------------------------------------------------------------------------------------------------------------------------- TELEFONICA, S.A. Agenda Number: 935562668 -------------------------------------------------------------------------------------------------------------------------- Security: 879382208 Meeting Type: Annual Meeting Date: 07-Apr-2022 Ticker: TEF ISIN: US8793822086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Approval of the Annual Accounts and of the Mgmt For Management Report of both Telefonica, S.A. and its Consolidated Group of Companies for fiscal year 2021. 1.2 Approval of the Statement of Non-Financial Mgmt For Information of the Consolidated Group of Companies led by Telefonica, S.A. for fiscal year 2021 included in the Consolidated Management Report of Telefonica, S.A. and of its Group of Companies for such fiscal year. 1.3 Approval of the management of the Board of Mgmt For Directors of Telefonica, S.A. during fiscal year 2021. 2 Approval of the Proposed Allocation of the Mgmt For Profits/Losses of Telefonica, S.A. for fiscal year 2021. 3 Re-election of the Statutory Auditor for Mgmt For fiscal year 2022. 4.1 Re-election of Mr. Jose Maria Abril Perez Mgmt For as Proprietary Director. 4.2 Re-election of Mr. Angel Vila Boix as Mgmt For Executive Director. 4.3 Re-election of Ms. Maria Luisa Garcia Mgmt For Blanco as Independent Director. 4.4 Re-election of Mr. Francisco Javier de Paz Mgmt For Mancho as Other External Director. 4.5 Ratification of the interim appointment Mgmt For (co-option) and appointment of Ms.Maria Rotondo Urcola as Independent Director. 5 Setting the number of members of the Board Mgmt For of Directors at fifteen. 6 Reduction of share capital through the Mgmt For cancellation of own shares, excluding the right of creditors to object, amending the text of Article 6 of the By-Laws relating to share capital. 7.1 Shareholder compensation by means of a Mgmt For scrip dividend. Approval of an increase in share capital with a charge to reserves by such amount as may be determined pursuant to the terms and conditions of the resolution, through the issuance of new ordinary shares having a par value of one euro each, and with a provision for incomplete allotment. Offer to the shareholders to purchase their free allotment rights at a guaranteed price. 7.2 Shareholder compensation by means of the Mgmt For distribution of dividends with a charge to unrestricted reserves. 8 Approval of a Global incentive share Mgmt For purchase Plan for shares of Telefonica, S.A. for the Employees of the Telefonica Group. 9 Delegation of powers to formalize, Mgmt For interpret, rectify and carry out the resolutions adopted by the shareholders at the General Shareholders' Meeting. 10 Consultative vote on the 2021 Annual Report Mgmt Against on Director Remuneration. -------------------------------------------------------------------------------------------------------------------------- UBIQUITI INC. Agenda Number: 935512687 -------------------------------------------------------------------------------------------------------------------------- Security: 90353W103 Meeting Type: Annual Meeting Date: 09-Dec-2021 Ticker: UI ISIN: US90353W1036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Class I Director: Brandon Mgmt For For Arrindell 1B. Election of Class I Director: Rafael Torres Mgmt Abstain Against 2. Ratification of the appointment of KPMG LLP Mgmt For For as Ubiquiti's independent registered public accounting firm for the fiscal year ending June 30, 2022. -------------------------------------------------------------------------------------------------------------------------- UNITI GROUP INC. Agenda Number: 935601270 -------------------------------------------------------------------------------------------------------------------------- Security: 91325V108 Meeting Type: Annual Meeting Date: 26-May-2022 Ticker: UNIT ISIN: US91325V1089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Jennifer S. Banner Mgmt For For 1B. Election of Director: Scott G. Bruce Mgmt For For 1C. Election of Director: Francis X. ("Skip") Mgmt For For Frantz 1D. Election of Director: Kenneth A. Gunderman Mgmt For For 1E. Election of Director: Carmen Perez-Carlton Mgmt For For 1F. Election of Director: David L. Solomon Mgmt For For 2. To approve, on an advisory basis, the Mgmt For For compensation of the Company's named executive officers. 3. To approve, on an advisory basis, the Mgmt 1 Year For frequency of future votes to approve the compensation of the Company's named executive officers. 4. To ratify the appointment of KPMG LLP as Mgmt For For the Company's independent registered public accountant for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Agenda Number: 935575704 -------------------------------------------------------------------------------------------------------------------------- Security: 92343V104 Meeting Type: Annual Meeting Date: 12-May-2022 Ticker: VZ ISIN: US92343V1044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Shellye Archambeau Mgmt For For 1b. Election of Director: Roxanne Austin Mgmt For For 1c. Election of Director: Mark Bertolini Mgmt For For 1d. Election of Director: Melanie Healey Mgmt For For 1e. Election of Director: Laxman Narasimhan Mgmt For For 1f. Election of Director: Clarence Otis, Jr. Mgmt For For 1g. Election of Director: Daniel Schulman Mgmt For For 1h. Election of Director: Rodney Slater Mgmt For For 1i. Election of Director: Carol Tome Mgmt For For 1j. Election of Director: Hans Vestberg Mgmt For For 1k. Election of Director: Gregory Weaver Mgmt For For 2. Advisory vote to approve executive Mgmt For For compensation 3. Ratification of appointment of independent Mgmt For For registered public accounting firm 4. Report on charitable contributions Shr Against For 5. Amend clawback policy Shr For Against 6. Shareholder ratification of annual equity Shr For Against awards 7. Business operations in China Shr Against For -------------------------------------------------------------------------------------------------------------------------- VIAVI SOLUTIONS INC. Agenda Number: 935500896 -------------------------------------------------------------------------------------------------------------------------- Security: 925550105 Meeting Type: Annual Meeting Date: 10-Nov-2021 Ticker: VIAV ISIN: US9255501051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Richard E. Belluzzo Mgmt For For Keith Barnes Mgmt For For Laura Black Mgmt For For Tor Braham Mgmt For For Timothy Campos Mgmt For For Donald Colvin Mgmt For For Masood A. Jabbar Mgmt For For Oleg Khaykin Mgmt For For 2. Ratification of the Appointment of Mgmt For For PricewaterhouseCoopers LLP as VIAVI's independent registered public accounting firm for fiscal year 2022. 3. Approval, in a Non-Binding Advisory Vote, Mgmt For For of the Compensation for Named Executive Officers. -------------------------------------------------------------------------------------------------------------------------- VMWARE, INC. Agenda Number: 935447789 -------------------------------------------------------------------------------------------------------------------------- Security: 928563402 Meeting Type: Annual Meeting Date: 23-Jul-2021 Ticker: VMW ISIN: US9285634021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Kenneth Denman Mgmt For For 2. An advisory vote to approve named executive Mgmt For For officer compensation, as described in VMware's Proxy Statement. 3. To approve an amendment to the Amended and Mgmt Against Against Restated 2007 Equity and Incentive Plan. 4. To approve an amendment to the Amended and Mgmt Against Against Restated 2007 Employee Stock Purchase Plan. 5. To ratify the selection by the Audit Mgmt For For Committee of VMware's Board of Directors of PricewaterhouseCoopers LLP as VMware's independent auditor for the fiscal year ending January 28, 2022. -------------------------------------------------------------------------------------------------------------------------- VODAFONE GROUP PLC Agenda Number: 935462755 -------------------------------------------------------------------------------------------------------------------------- Security: 92857W308 Meeting Type: Annual Meeting Date: 27-Jul-2021 Ticker: VOD ISIN: US92857W3088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To receive the Company's accounts, the Mgmt For For strategic report and reports of the Directors and the auditor for the year ended 31 March 2021. 2. To elect Olaf Swantee as a Director. Mgmt For For 3. To re-elect Jean-Francois van Boxmeer as a Mgmt For For Director. 4. To re-elect Nick Read as a Director. Mgmt For For 5. To re-elect Margherita Della Valle as a Mgmt For For Director. 6. To re-elect Sir Crispin Davis as a Mgmt For For Director. 7. To re-elect Michel Demare as a Director. Mgmt For For 8. To re-elect Dame Clara Furse as a Director. Mgmt For For 9. To re-elect Valerie Gooding as a Director. Mgmt For For 10. To re-elect Maria Amparo Moraleda Martinez Mgmt For For as a Director. 11. To re-elect Sanjiv Ahuja as a Director. Mgmt For For 12. To re-elect David Nish as a Director. Mgmt For For 13. To declare a final dividend of 4.50 Mgmt For For eurocents per ordinary share for the year ended 31 March 2021. 14. To approve the Annual Report on Mgmt For For Remuneration contained in the Remuneration Report of the Board for the year ended 31 March 2021. 15. To reappoint Ernst & Young LLP as the Mgmt For For Company's auditor until the end of the next general meeting at which accounts are laid before the Company. 16. To authorise the Audit and Risk Committee Mgmt For For to determine the remuneration of the auditor. 17. To authorise the Directors to allot shares. Mgmt For For 18. To authorise the Directors to dis-apply Mgmt For For pre-emption rights. (Special Resolution) 19. To authorise the Directors to dis-apply Mgmt For For pre-emption rights up to a further 5 per cent for the purposes of financing an acquisition or other capital investment. (Special Resolution) 20. To authorise the Company to purchase its Mgmt For For own shares. (Special Resolution) 21. To adopt new Articles of Association. Mgmt For For (Special Resolution) 22. To authorise political donations and Mgmt For For expenditure. 23. To authorise the Company to call general Mgmt For For meetings (other than AGMs) on 14 clear days' notice. (Special Resolution) -------------------------------------------------------------------------------------------------------------------------- XILINX, INC. Agenda Number: 935463860 -------------------------------------------------------------------------------------------------------------------------- Security: 983919101 Meeting Type: Annual Meeting Date: 04-Aug-2021 Ticker: XLNX ISIN: US9839191015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Dennis Segers Mgmt For For 1.2 Election of Director: Raman K. Chitkara Mgmt For For 1.3 Election of Director: Saar Gillai Mgmt For For 1.4 Election of Director: Ronald S. Jankov Mgmt For For 1.5 Election of Director: Mary Louise Krakauer Mgmt For For 1.6 Election of Director: Thomas H. Lee Mgmt For For 1.7 Election of Director: Jon A. Olson Mgmt For For 1.8 Election of Director: Victor Peng Mgmt For For 1.9 Election of Director: Elizabeth W. Mgmt For For Vanderslice 2. Proposal to approve, on an advisory basis, Mgmt For For the compensation of the Company's named executive officers. 3. Proposal to ratify the appointment of Ernst Mgmt For For & Young LLP as the Company's independent registered accounting firm for fiscal 2022. Defiance Next Gen H2 ETF -------------------------------------------------------------------------------------------------------------------------- ADVENT TECHNOLOGIES HOLDINGS, INC. Agenda Number: 935620585 -------------------------------------------------------------------------------------------------------------------------- Security: 00788A105 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: ADN ISIN: US00788A1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Lawrence Epstein Mgmt For For Wayne Threatt Mgmt For For 2. Ratify the appointment of Ernst & Young Mgmt For For (Hellas) Certified Auditors Accountants S.A. as Advent Technologies Holdings, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- AFC ENERGY PLC Agenda Number: 715256586 -------------------------------------------------------------------------------------------------------------------------- Security: G0127Z103 Meeting Type: AGM Meeting Date: 07-Apr-2022 Ticker: ISIN: GB00B18S7B29 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 703334 DUE TO RECEIVED CHANGE IN 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 1 TO RECEIVE AND ADOPT THE FINANCIAL Mgmt Against Against STATEMENTS FOR THE YEAR ENDED 31 OCTOBER 2021 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON 2 TO RE-ELECT ADAM BOND, WHO RETIRES BY Mgmt For For ROTATION, AS A DIRECTOR 3 TO ELECT DR MONIKA BIDDULPH, WHO WAS Mgmt For For APPOINTED SINCE THE LAST ANNUAL GENERAL MEETING, AS A DIRECTOR 4 TO ELECT GARY BULLARD, WHO WAS APPOINTED Mgmt For For SINCE THE LAST ANNUAL GENERAL MEETING, AS A DIRECTOR 5 TO RE-APPOINT GRANT THORNTON UK LLP AS Mgmt For For AUDITORS TO ACT AS SUCH UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING OF THE COMPANY 6 TO AUTHORISE THE DIRECTORS OF THE COMPANY Mgmt For For TO FIX THE REMUNERATION OF GRANT THORNTON UK LLP AS AUDITORS 7 AUTHORITY TO ALLOT EQUITY SECURITIES Mgmt For For 8 TO DIS-APPLY PRE-EMPTION RIGHTS ON THE Mgmt For For ALLOTMENT OF EQUITY SECURITIES IN ACCORDANCE WITH THE TERMS OF THE RESOLUTION 9 THAT THE ARTICLES OF ASSOCIATION OF THE Mgmt Against Against COMPANY BE AMENDED BY DELETING ARTICLE 91 AND REPLACING IT WITH THE FOLLOWING NEW ARTICLE -------------------------------------------------------------------------------------------------------------------------- AFC ENERGY PLC Agenda Number: 715714362 -------------------------------------------------------------------------------------------------------------------------- Security: G0127Z103 Meeting Type: OGM Meeting Date: 24-Jun-2022 Ticker: ISIN: GB00B18S7B29 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 THAT, THE LIMIT ON THE AGGREGATE FEES THAT Mgmt For For MAY BE PAID OUT OF THE FUNDS OF THE COMPANY TO DIRECTORS BE INCREASED CMMT 03 JUN 2022: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO MODIFICATION OF THE TEXT OF RESOLUTION 1 AND MEETING TYPE CHANGED FROM EGM TO OGM. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- AIR LIQUIDE SA Agenda Number: 715205286 -------------------------------------------------------------------------------------------------------------------------- Security: F01764103 Meeting Type: MIX Meeting Date: 04-May-2022 Ticker: ISIN: FR0000120073 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting DIRECTLY WITH A FRENCH CUSTODIAN, VOTING INSTRUCTIONS WILL BE FORWARDED TO YOUR GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE GLOBAL CUSTODIAN AS THE REGISTERED INTERMEDIARY WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN FOR LODGMENT. CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting VOTING OPTION. FOR ANY ADDITIONAL RESOLUTIONS RAISED AT THE MEETING THE VOTING INSTRUCTION WILL DEFAULT TO 'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING THE PROXY CARD, THE VOTING INSTRUCTION WILL DEFAULT TO THE PREFERENCE OF YOUR CUSTODIAN. CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED. CMMT DUE TO THE COVID19 CRISIS AND IN ACCORDANCE Non-Voting 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 SHAREHOLDERS. TO COMPLY WITH THESE LAWS, PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND THE MEETING IN PERSON. THE COMPANY ENCOURAGES ALL SHAREHOLDERS TO REGULARLY CONSULT THE COMPANY WEBSITE TO VIEW ANY CHANGES TO THIS POLICY. 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 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 2.90 PER SHARE 4 AUTHORIZE REPURCHASE OF UP TO 10 PERCENT OF Mgmt For For ISSUED SHARE CAPITAL 5 REELECT BENOIT POTIER AS DIRECTOR Mgmt For For 6 ELECT FRANCOIS JACKOW AS DIRECTOR Mgmt For For 7 REELECT ANNETTE WINKLER AS DIRECTOR Mgmt For For 8 RENEW APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For AUDIT AS AUDITOR 9 APPOINT KPMG SA AS AUDITOR Mgmt For For 10 END OF MANDATE OF AUDITEX AND Mgmt For For JEAN-CHRISTOPHE GEORGHIOU AS ALTERNATE AUDITOR AND DECISION NOT TO REPLACE 11 APPROVE AUDITORS' SPECIAL REPORT ON Mgmt For For RELATED-PARTY TRANSACTIONS MENTIONING THE ABSENCE OF NEW TRANSACTIONS 12 APPROVE COMPENSATION OF BENOIT POTIER Mgmt For For 13 APPROVE COMPENSATION REPORT OF CORPORATE Mgmt For For OFFICERS 14 APPROVE REMUNERATION POLICY OF CHAIRMAN AND Mgmt For For CEO UNTIL 31 MAY 2022 15 APPROVE REMUNERATION POLICY OF VICE-CEO Mgmt For For SINCE 1 JUNE 2022 16 APPROVE REMUNERATION POLICY OF CHAIRMAN OF Mgmt For For THE BOARD SINCE 1 JUNE 17 APPROVE REMUNERATION POLICY OF DIRECTORS Mgmt For For 18 AUTHORIZE DECREASE IN SHARE CAPITAL VIA Mgmt For For CANCELLATION OF REPURCHASED SHARES 19 AUTHORIZE CAPITALIZATION OF RESERVES OF UP Mgmt For For TO EUR 300 MILLION FOR BONUS ISSUE OR INCREASE IN PAR VALUE 20 AUTHORIZE UP TO 2 PERCENT OF ISSUED CAPITAL Mgmt For For FOR USE IN STOCK OPTION PLANS 21 AUTHORIZE UP TO 0.5 PERCENT OF ISSUED Mgmt For For CAPITAL FOR USE IN RESTRICTED STOCK PLANS 22 AUTHORIZE CAPITAL ISSUANCES FOR USE IN Mgmt For For EMPLOYEE STOCK PURCHASE PLANS 23 APPROVE ISSUANCE OF EQUITY OR EQUITY-LINKED Mgmt For For SECURITIES FOR SPECIFIC BENEFICIARIES, UP TO AGGREGATE NOMINAL AMOUNT OF EUR 22 MILLION 24 AMEND ARTICLE 11 OF BYLAWS RE: PERIOD OF Mgmt For For ACQUISITION OF COMPANY SHARES BY THE DIRECTORS 25 AMEND ARTICLE 14 OF BYLAWS RE: WRITTEN Mgmt For For CONSULTATION 26 AMEND ARTICLE 12 AND 13 OF BYLAWS RE: AGE Mgmt For For LIMIT OF CEO 27 AMEND ARTICLE 17 OF BYLAWS RE: ALTERNATE Mgmt For For AUDITOR 28 AMEND ARTICLES 8, 18 AND 23 OF BYLAWS TO Mgmt For For COMPLY WITH LEGAL CHANGES 29 AUTHORIZE FILING OF REQUIRED Mgmt For For DOCUMENTS/OTHER FORMALITIES 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/202202232200305-23 -------------------------------------------------------------------------------------------------------------------------- AKER CLEAN HYDROGEN Agenda Number: 715319782 -------------------------------------------------------------------------------------------------------------------------- Security: R0R48U109 Meeting Type: AGM Meeting Date: 04-May-2022 Ticker: ISIN: NO0010936081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. ACCOUNTS WITH MULTIPLE BENEFICIAL OWNERS WILL REQUIRE DISCLOSURE OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION. CMMT IF YOUR CUSTODIAN DOES NOT HAVE A POWER OF Non-Voting ATTORNEY (POA) IN PLACE, AN INDIVIDUAL BENEFICIAL OWNER SIGNED POA MAY BE REQUIRED. CMMT TO VOTE SHARES HELD IN AN OMNIBUS/NOMINEE Non-Voting ACCOUNT IN THE LOCAL MARKET, THE LOCAL CUSTODIAN WILL TEMPORARILY TRANSFER VOTED SHARES TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER'S NAME ON THE PROXY VOTING DEADLINE AND TRANSFER BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE MEETING DATE. CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED. CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 706688 DUE TO RECEIVED CHANGE IN MEETING DATE FROM 19 APR 2022 TO 04 MAY 2022 AND 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 GENERAL MEETING BY THE Non-Voting PERSON APPOINTED BY THE BOARD OF DIRECTORS TO OPEN THE MEETING 2 ELECTION OF A PERSON TO CHAIR THE MEETING, Mgmt No vote AND A PERSON TO SIGN THE MINUTES OF MEETING TOGETHER WITH THE CHAIRMAN OF THE MEETING 3 APPROVAL OF THE NOTICE OF THE MEETING AND Mgmt No vote THE AGENDA 4 APPROVAL OF THE 2021 ANNUAL ACCOUNTS OF Mgmt No vote AKER CLEAN HYDROGEN AS AND ANNUAL REPORT 5 DETERMINATION OF REMUNERATION OF THE Mgmt No vote AUDITOR 6 ELECTION OF AUDITOR Mgmt No vote 7 REMUNERATION OF THE BOARD OF DIRECTORS Mgmt No vote 8 ELECTION OF MEMBERS TO THE BOARD OF Mgmt No vote DIRECTORS 9 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt No vote INCREASE THE SHARE CAPITAL 10 AUTHORIZATION TO THE BOARD OF DIRECTORS FOR Mgmt No vote ACQUISITION OF TREASURY SHARES IN CONNECTION WITH ACQUISITIONS, MERGERS, DE-MERGERS OR OTHER TRANSACTIONS 11 AUTHORIZATION TO THE BOARD OF DIRECTORS FOR Mgmt No vote ACQUISITION OF TREASURY SHARES IN CONNECTION WITH SHARE PURCHASE AND INCENTIVE PROGRAMS FOR EMPLOYEES 12 AUTHORIZATION TO THE BOARD OF DIRECTORS FOR Mgmt No vote ACQUISITION OF TREASURY SHARES FOR THE PURPOSE OF INVESTMENT OR FOR SUBSEQUENT SALE OR DELETION OF SUCH SHARES 13 APPROVAL OF MERGER PLAN FOR THE MERGER OF Mgmt No vote AKER CLEAN HYDROGEN AS INTO AH SEKSTEN AS WITH CONSIDERATION SHARES ISSUED BY AKER HORIZONS ASA CMMT 01 APR 2022: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO RECEIPT OF THE RECORD DATE 03 MAY 2022. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- BALLARD POWER SYSTEMS INC. Agenda Number: 935630841 -------------------------------------------------------------------------------------------------------------------------- Security: 058586108 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: BLDP ISIN: CA0585861085 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A Election of Directors Election of Director: Mgmt For For Kathy Bayless 1B Election of Director: Douglas P. Hayhurst Mgmt For For 1C Election of Director: Kui (Kevin) Jiang Mgmt For For 1D Election of Director: Duy-Loan Le Mgmt For For 1E Election of Director: Randy MacEwen Mgmt For For 1F Election of Director: Hubertus M. Mgmt For For Muehlhaeuser 1G Election of Director: Marty Neese Mgmt For For 1H Election of Director: James Roche Mgmt For For 1I Election of Director: Shaojun (Sherman) Sun Mgmt For For 1J Election of Director: Janet Woodruff Mgmt For For 2 Appointment of KPMG LLP, Chartered Mgmt For For Accountants as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. 3 RESOLVED, on an advisory basis and not to Mgmt For For diminish the role and responsibilities of the Board of Directors of the Corporation, that the shareholders accept the approach to executive compensation disclosed in the Corporation's Circular dated April 11, 2022. 4 RESOLVED, as an ordinary resolution, that Mgmt For For the articles of the Corporation be altered by deleting Section 11.3 of the existing Articles of the Corporation in its entirety and creating and adding to the Articles of the Corporation new Section 11.3 in the form set out in the Corporation's Circular dated April 11, 2022, such alteration to be effective upon the deposit at the records office of the Corporation by the Board of this resolution and the text of such new Section 11.3. -------------------------------------------------------------------------------------------------------------------------- BLOOM ENERGY CORPORATION Agenda Number: 935577253 -------------------------------------------------------------------------------------------------------------------------- Security: 093712107 Meeting Type: Annual Meeting Date: 11-May-2022 Ticker: BE ISIN: US0937121079 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Mary K. Bush Mgmt Withheld Against KR Sridhar Mgmt Withheld Against 2. To approve, on an advisory basis, the Mgmt Against Against compensation of our named executive officers. 3. To approve an amendment to our restated Mgmt Against Against certificate of incorporation to increase the authorized Preferred Stock. 4. To approve an amendment to the choice of Mgmt For For forum provisions in our restated certificate of incorporation to, among other things, align with the bylaws. 5. To approve an amendment to the 2018 Mgmt For For Employee Stock Purchase Plan to increase the share pool. 6. To ratify the appointment of Deloitte & Mgmt For For Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- CELL IMPACT AB Agenda Number: 714457036 -------------------------------------------------------------------------------------------------------------------------- Security: W2R67J118 Meeting Type: EGM Meeting Date: 09-Aug-2021 Ticker: ISIN: SE0005003217 -------------------------------------------------------------------------------------------------------------------------- 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 APPROVE ISSUANCE OF UP TO 20 PERCENT OF Mgmt Against Against SHARE CAPITAL WITHOUT PREEMPTIVE RIGHTS 8 CLOSE MEETING Non-Voting -------------------------------------------------------------------------------------------------------------------------- CELL IMPACT AB Agenda Number: 714849380 -------------------------------------------------------------------------------------------------------------------------- Security: W2R67J118 Meeting Type: EGM Meeting Date: 16-Nov-2021 Ticker: ISIN: SE0005003217 -------------------------------------------------------------------------------------------------------------------------- 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 VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. ACCOUNTS WITH MULTIPLE BENEFICIAL OWNERS WILL REQUIRE DISCLOSURE OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION CMMT A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY Non-Voting (POA) IS REQUIRED TO LODGE YOUR VOTING INSTRUCTIONS. IF NO POA IS SUBMITTED, YOUR VOTING INSTRUCTIONS MAY BE REJECTED CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED 1 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 APPROVE CREATION OF POOL OF CAPITAL WITH Mgmt For For PREEMPTIVE RIGHTS 8 CLOSE MEETING Non-Voting -------------------------------------------------------------------------------------------------------------------------- CELL IMPACT AB Agenda Number: 715319908 -------------------------------------------------------------------------------------------------------------------------- Security: W2R67J118 Meeting Type: AGM Meeting Date: 21-Apr-2022 Ticker: ISIN: SE0005003217 -------------------------------------------------------------------------------------------------------------------------- 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 VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. ACCOUNTS WITH MULTIPLE BENEFICIAL OWNERS WILL REQUIRE DISCLOSURE OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION CMMT A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY Non-Voting (POA) IS REQUIRED TO LODGE YOUR VOTING INSTRUCTIONS. IF NO POA IS SUBMITTED, YOUR VOTING INSTRUCTIONS MAY BE REJECTED CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 709139 DUE TO RECEIVED UPDATED AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU 1 OPEN MEETING Non-Voting 2 ELECT CHAIRMAN OF MEETING Non-Voting 3 PREPARE AND APPROVE LIST OF SHAREHOLDERS Non-Voting 4 APPROVE AGENDA OF MEETING Non-Voting 5 DESIGNATE INSPECTOR(S) OF MINUTES OF Non-Voting MEETING 6 ACKNOWLEDGE PROPER CONVENING OF MEETING Non-Voting 7 RECEIVE PRESIDENT'S REPORT Non-Voting 8 RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting REPORTS 9.A ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For REPORTS 9.B APPROVE ALLOCATION OF INCOME AND OMISSION Mgmt For For OF DIVIDENDS 9.C.1 APPROVE DISCHARGE OF ROBERT SOBOCKI Mgmt For For 9.C.2 APPROVE DISCHARGE OF THOMAS CARLSTROM Mgmt For For 9.C.3 APPROVE DISCHARGE OF ANNA FRICK Mgmt For For 9.C.4 APPROVE DISCHARGE OF MATTIAS SILFVERSPARRE Mgmt For For 9.C.5 APPROVE DISCHARGE OF MIKAEL EURENIUS Mgmt For For 9.C.6 APPROVE DISCHARGE OF CEO PAR TEIKE Mgmt For For 10 DETERMINE NUMBER OF MEMBERS (6) AND DEPUTY Mgmt For For MEMBERS OF BOARD (0) DETERMINE NUMBER OF AUDITORS (1) AND DEPUTY AUDITORS (0) 11 APPROVE REMUNERATION OF DIRECTORS IN THE Mgmt Against Against AMOUNT OF SEK 300 ,000 TO CHAIR AND SEK 150,000 TO OTHER DIRECTORS APPROVE CONSULTANCY FEES APPROVE REMUNERATION OF AUDITORS 12.1 REELECT ROBERT SOBOCKI AS DIRECTOR Mgmt For For 12.2 REELECT THOMAS CARLSTROM AS DIRECTOR Mgmt For For 12.3 REELECT ANNA FRICK AS DIRECTOR Mgmt Against Against 12.4 REELECT MATTIAS SILFVERSPARRE AS DIRECTOR Mgmt For For 12.5 REELECT MIKAEL EURENIUS AS DIRECTOR Mgmt For For 12.6 ELECT LARS BERGSTROM AS NEW DIRECTOR Mgmt For For 12.7 ELECT ROBERT SOBOCKI AS BOARD CHAIR Mgmt For For 12.8 RATIFY PRICEWATERHOUSECOOPERS AB AS Mgmt For For AUDITORS 13 ELECT MATTIAS KLINTEMAR, KJELL OSTERGREN Mgmt For For AND BOARD CHAIR AS MEMBERS OF NOMINATING COMMITTEE APPROVE NOMINATING COMMITTEE PROCEDURES 14 APPROVE WARRANTS PLAN FOR KEY EMPLOYEES Mgmt For For 15 APPROVE NON-EMPLOYEE DIRECTOR WARRANT PLAN Mgmt Against Against 16 APPROVE CREATION OF POOL OF CAPITAL WITHOUT Mgmt Against Against PREEMPTIVE RIGHTS 17 AMEND ARTICLES RE: EQUITY RELATED Mgmt For For 18 CLOSE MEETING Non-Voting CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting THAT IF YOU ARE CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE -------------------------------------------------------------------------------------------------------------------------- CERES POWER HOLDINGS PLC Agenda Number: 715441111 -------------------------------------------------------------------------------------------------------------------------- Security: G2091U128 Meeting Type: AGM Meeting Date: 05-May-2022 Ticker: ISIN: GB00BG5KQW09 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE AND CONSIDER THE ACCOUNTS OF THE Mgmt For For COMPANY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021, TOGETHER WITH THE REPORTS OF THE BOARD AND THE AUDITOR OF THE COMPANY ON THOSE ACCOUNTS 2 TO RE-APPOINT BDO LLP AS AUDITOR OF THE Mgmt For For COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING 3 TO AUTHORISE THE BOARD, THROUGH THE AUDIT Mgmt For For COMMITTEE, TO FIX THE AUDITOR'S REMUNERATION 4 TO ELECT PROFESSOR DAME JULIA KING, WHO HAS Mgmt For For BEEN APPOINTED BY THE BOARD SINCE THE LAST ANNUAL GENERAL MEETING, AS A DIRECTOR OF THE COMPANY 5 TO ELECT MR ERIC DANIEL LAKIN, WHO HAS BEEN Mgmt For For APPOINTED BY THE BOARD SINCE THE LAST ANNUAL GENERAL MEETING, AS A DIRECTOR OF THE COMPANY 6 TO ELECT TRINE BORUM BOJSEN, WHO HAS BEEN Mgmt For For APPOINTED BY THE BOARD SINCE THE LAST ANNUAL GENERAL MEETING, AS A DIRECTOR OF THE COMPANY 7 TO RE-ELECT MR STEPHEN CALLAGHAN, WHO IS Mgmt For For RETIRING BY ROTATION, AS A DIRECTOR OF THE COMPANY 8 TO RE-ELECT MR WARREN ALAN FINEGOLD, WHO IS Mgmt For For RETIRING BY ROTATION, AS A DIRECTOR OF THE COMPANY 9 TO RE-ELECT MR UWE KLAUS GLOCK, WHO IS Mgmt For For RETIRING BY ROTATION, AS A DIRECTOR OF THE COMPANY 10 TO AUTHORISE THE DIRECTORS PURSUANT TO Mgmt For For SECTION 551 OF THE COMPANIES ACT 2006 (THE "2006 ACT") TO ALLOT SHARES IN THE COMPANY (AS DETAILED IN THE NOTICE OF ANNUAL GENERAL MEETING) 11 TO AUTHORISE THE BOARD TO ALLOT EQUITY Mgmt For For SECURITIES FOR CASH UNDER THE AUTHORITY GIVEN BY RESOLUTION 10 AS IF SECTION 561 OF THE 2006 ACT DID NOT APPLY (AS DETAILED IN THE NOTICE OF ANNUAL GENERAL MEETING) 12 TO FURTHER AUTHORISE THE BOARD TO ALLOT Mgmt For For EQUITY SECURITIES FOR CASH UNDER THE AUTHORITY GIVEN BY RESOLUTION 10 AS IF SECTION 561 OF THE 2006 ACT DID NOT APPLY FOR THE PURPOSES OF FINANCING TRANSACTIONS (AS DETAILED IN THE NOTICE OF ANNUAL GENERAL MEETING) 13 TO ADOPT THE NEW ARTICLES OF ASSOCIATION OF Mgmt For For THE COMPANY IN SUBSTITUTION FOR, AND TO THE EXCLUSION OF, THE COMPANY'S EXISTING ARTICLES OF ASSOCIATION CMMT 14 APR 2022: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO MODIFICATION OF THE TEXT OF RESOLUTIONS 10 TO 13. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- DOOSAN FUEL CELL CO., LTD. Agenda Number: 715227092 -------------------------------------------------------------------------------------------------------------------------- Security: Y2103X102 Meeting Type: AGM Meeting Date: 29-Mar-2022 Ticker: ISIN: KR7336260005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF FINANCIAL STATEMENTS Mgmt For For 2 AMENDMENT OF ARTICLES OF INCORPORATION Mgmt For For 3 ENACTMENT OF RETIREMENT BENEFIT PLAN FOR Mgmt For For DIRECTORS 4 ELECTION OF INSIDE DIRECTOR CANDIDATES: Mgmt For For JEONG HYEONG RAK, JE HOO SEOK ELECTION OF OUTSIDE DIRECTOR CANDIDATES: GOH CHANG HYEON, LEE GWAN YEONG 5 ELECTION OF AUDIT COMMITTEE MEMBER Mgmt For For CANDIDATES: GOH CHANG HYEON, LEE GWAN YEONG 6 APPROVAL OF REMUNERATION FOR DIRECTOR Mgmt For For CMMT 21 MAR 2022: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO MODIFICATION OF THE TEXT OF RESOLUTIONS 3, 4, 5. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- DYNACERT INC Agenda Number: 714594163 -------------------------------------------------------------------------------------------------------------------------- Security: 26780A108 Meeting Type: AGM Meeting Date: 30-Sep-2021 Ticker: ISIN: CA26780A1084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTION 1 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 2.1 TO 2.7 AND 3 THANK YOU 1 TO SET THE NUMBER OF DIRECTORS AT SEVEN (7) Mgmt For For 2.1 ELECTION OF DIRECTOR: WAYNE HOFFMAN Mgmt For For 2.2 ELECTION OF DIRECTOR: JAMES PAYNE Mgmt For For 2.3 ELECTION OF DIRECTOR: ROBERT MAIER Mgmt For For 2.4 ELECTION OF DIRECTOR: JEAN-PIERRE COLIN Mgmt For For 2.5 ELECTION OF DIRECTOR: RICHARD LU Mgmt For For 2.6 ELECTION OF DIRECTOR: AMIR FARAHI Mgmt For For 2.7 ELECTION OF DIRECTOR: STEPHEN KUKUCHA Mgmt For For 3 APPOINTMENT OF BDO CANADA LLP AS AUDITOR OF Mgmt For For THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION -------------------------------------------------------------------------------------------------------------------------- EVERFUEL A/S Agenda Number: 715372431 -------------------------------------------------------------------------------------------------------------------------- Security: K3R89G101 Meeting Type: AGM Meeting Date: 27-Apr-2022 Ticker: ISIN: DK0061414711 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING INSTRUCTIONS FOR MOST MEETINGS ARE Non-Voting CAST BY THE REGISTRAR IN ACCORDANCE WITH YOUR VOTING INSTRUCTIONS. FOR THE SMALL NUMBER OF MEETINGS WHERE THERE IS NO REGISTRAR, YOUR VOTING INSTRUCTIONS WILL BE CAST BY THE CHAIRMAN OF THE BOARD (OR A BOARD MEMBER) AS PROXY. THE CHAIRMAN (OR A BOARD MEMBER) MAY CHOOSE TO ONLY CAST PRO-MANAGEMENT VOTING INSTRUCTIONS. TO GUARANTEE YOUR VOTING INSTRUCTIONS AGAINST MANAGEMENT ARE CAST, YOU MAY SUBMIT A REQUEST TO ATTEND THE MEETING IN PERSON. THE SUB CUSTODIAN BANKS OFFER REPRESENTATION SERVICES FOR AN ADDED FEE, IF REQUESTED. CMMT SPLIT AND PARTIAL VOTING IS NOT AUTHORIZED Non-Voting FOR A BENEFICIAL OWNER IN THE DANISH MARKET. CMMT A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY Non-Voting (POA) IS REQUIRED TO LODGE YOUR VOTING INSTRUCTIONS. IF NO POA IS SUBMITTED, YOUR INSTRUCTIONS MAY BE REJECTED. CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED. 1 RECEIVE REPORT OF BOARD Non-Voting 2 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For REPORTS 3 APPROVE TREATMENT OF NET LOSS Mgmt For For 4A REELECT JORN ROSENLUND AS DIRECTOR Mgmt For For 4B REELECT MARTIN SKOV HANSEN AS DIRECTOR Mgmt For For 4C ELECT CHRISTINA AABO AS NEW DIRECTOR Mgmt For For 4D ELECT ANNE KATHRINE STEENBJERGE AS NEW Mgmt For For DIRECTOR 4E ELECT KJELL CHRISTIAN BJORNSEN AS NEW Mgmt For For DIRECTOR 4F ELECT SOREN ERIKSEN AS NEW DIRECTOR Mgmt For For 5 RATIFY PRICEWATERHOUSECOOPERS AS AUDITORS Mgmt Abstain Against 6 APPROVE DISCHARGE OF MANAGEMENT AND BOARD Mgmt For For 7 OTHER BUSINESS Non-Voting -------------------------------------------------------------------------------------------------------------------------- FUELCELL ENERGY, INC. Agenda Number: 935551881 -------------------------------------------------------------------------------------------------------------------------- Security: 35952H601 Meeting Type: Annual Meeting Date: 07-Apr-2022 Ticker: FCEL ISIN: US35952H6018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: James H. England Mgmt For For 1B. Election of Director: Jason Few Mgmt For For 1C. Election of Director: Matthew F. Hilzinger Mgmt For For 1D. Election of Director: Natica von Althann Mgmt For For 1E. Election of Director: Cynthia Hansen Mgmt For For 1F. Election of Director: Donna Sims Wilson Mgmt For For 1G. Election of Director: Betsy Bingham Mgmt For For 2. To ratify the selection of KPMG LLP as Mgmt For For FuelCell Energy, Inc.'s independent registered public accounting firm for the fiscal year ending October 31, 2022 3. To approve, on a non-binding advisory Mgmt For For basis, the compensation of FuelCell Energy, Inc.'s named executive officers as set forth in the "Executive Compensation" section of the proxy statement. -------------------------------------------------------------------------------------------------------------------------- FUSION FUEL GREEN PLC Agenda Number: 935494649 -------------------------------------------------------------------------------------------------------------------------- Security: G3R25D118 Meeting Type: Annual Meeting Date: 29-Sep-2021 Ticker: HTOO ISIN: IE00BNC17X36 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receipt and consideration of the financial Mgmt For For statements and reports - to approve financial statements for the year ended December 31, 2020 and the reports of the directors and auditors on such financial statements. 2. Appointment of Director - To re-elect Mgmt Against Against Frederico Perez Marques Figueira de Chaves as a member of the Company's board of directors for a three-year term. 3. Appointment of Auditor - To acknowledge the Mgmt For For re-appointment of KPMG LLP as the Company's statutory auditors. 4. Remuneration of Auditor - To authorize the Mgmt For For Company's board of directors to fix the remuneration of the statutory auditors in line with agreed terms of engagement as approved by the audit committee of the board of directors. -------------------------------------------------------------------------------------------------------------------------- GENCELL LTD Agenda Number: 714322877 -------------------------------------------------------------------------------------------------------------------------- Security: M4R44V108 Meeting Type: EGM Meeting Date: 11-Jul-2021 Ticker: ISIN: IL0011696890 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT AS A CONDITION OF VOTING, ISRAELI MARKET Non-Voting REGULATIONS REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE A) A PERSONAL INTEREST IN THIS COMPANY B) ARE A CONTROLLING SHAREHOLDER IN THIS COMPANY C) ARE A SENIOR OFFICER OF THIS COMPANY D) THAT YOU ARE AN INSTITUTIONAL CLIENT, JOINT INVESTMENT FUND MANAGER OR TRUST FUND. BY VOTING THROUGH THE PROXY EDGE PLATFORM YOU ARE CONFIRMING THE ANSWER FOR A, B AND C TO BE NO AND THE ANSWER FOR D TO BE YES. SHOULD THIS NOT BE THE CASE, IN ADDITION TO SUBMITTING YOUR VOTE INSTRUCTION(S) VIA PROXYEDGE, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE PROVIDING THEM WITH THE SPECIFIC DISCLOSURE DETAILS INDICATING YOUR ACCOUNT INFORMATION AND WHERE YOUR PERSONAL INTEREST LIES. 1 REVIEW THE COMPANY'S FINANCIAL STATEMENTS Non-Voting AND ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2020 2 REAPPOINT DELOITTE ISRAEL AS THE COMPANY'S Mgmt Against Against INDEPENDENT PUBLIC ACCOUNTANTS AND AUTHORIZE THE BOARD OF DIRECTORS TO SET ITS FEES 3.1 SPLIT VOTE TO RE-ELECT THE FOLLOWING Mgmt For For INCUMBENT DIRECTOR: MR. BEN ZION LANDA 3.2 SPLIT VOTE TO RE-ELECT THE FOLLOWING Mgmt For For INCUMBENT DIRECTOR: MRS. MICHAL ARLOZOROV (INDEPENDENT DIRECTOR) 4 REVISE THE EXERCISE PRICE OF UNREGISTERED Mgmt For For WARRANTS ISSUED TO MESSRS. SAGI EITAN, EMMANUEL AVNER, AMIKAM SHAFRAN, AND ELI GUREVICH -------------------------------------------------------------------------------------------------------------------------- HEXAGON PURUS ASA Agenda Number: 715390100 -------------------------------------------------------------------------------------------------------------------------- Security: R3R381109 Meeting Type: AGM Meeting Date: 27-Apr-2022 Ticker: ISIN: NO0010904923 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. ACCOUNTS WITH MULTIPLE BENEFICIAL OWNERS WILL REQUIRE DISCLOSURE OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION. CMMT IF YOUR CUSTODIAN DOES NOT HAVE A POWER OF Non-Voting ATTORNEY (POA) IN PLACE, AN INDIVIDUAL BENEFICIAL OWNER SIGNED POA MAY BE REQUIRED. CMMT TO VOTE SHARES HELD IN AN OMNIBUS/NOMINEE Non-Voting ACCOUNT IN THE LOCAL MARKET, THE LOCAL CUSTODIAN WILL TEMPORARILY TRANSFER VOTED SHARES TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER'S NAME ON THE PROXY VOTING DEADLINE AND TRANSFER BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE MEETING DATE. CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED. 1 OPEN MEETING REGISTRATION OF ATTENDING Non-Voting SHAREHOLDERS AND PROXIES 2 ELECT CHAIRMAN OF MEETING DESIGNATE Mgmt No vote INSPECTOR(S) OF MINUTES OF MEETING 3 APPROVE NOTICE OF MEETING AND AGENDA Mgmt No vote 4 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt No vote REPORTS 5 APPROVE REMUNERATION OF AUDITORS Mgmt No vote 6.1 RE ELECT JON ERIK ENGESET (CHAIR) AS Mgmt No vote DIRECTOR 6.2 RE ELECT MARTHA KOLD BAKKEVIG AS DIRECTOR Mgmt No vote 6.3 RE ELECT KNUT FLAKK AS DIRECTOR Mgmt No vote 6.4 RE ELECT ESPEN GUNDERSEN AS DIRECTOR Mgmt No vote 6.5 RE ELECT JANNICKE HILLAND AS DIRECTOR Mgmt No vote 6.6 RE ELECT RICK RASHILLA AS DIRECTOR Mgmt No vote 6.7 REELECT KAREN ROMER AS DIRECTOR Mgmt No vote 7 APPROVE REMUNERATION OF DIRECTORS IN THE Mgmt No vote AMOUNT OF NOK 600 ,000 FOR CHAIRMAN AND NOK 300,000 FOR OTHER DIRECTORS APPROVE REMUNERATION FOR COMMITTEE WORK 8.1 APPROVE EQUITY PLAN FINANCING Mgmt No vote 8.2 AUTHORIZE SHARE REPURCHASE PROGRAM AND Mgmt No vote REISSUANCE OF REPURCHASED SHARES 9.1 APPROVE CREATION OF NOK 9.05 MILLION POOL Mgmt No vote OF CAPITAL WITHOUT PREEMPTIVE RIGHTS 9.2 APPROVE EQUITY PLAN FINANCING Mgmt No vote CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE AT THIS MEETING, YOU (OR YOUR CREST SPONSORED MEMBER/CUSTODIAN) WILL BE REQUIRED TO INSTRUCT A TRANSFER OF THE RELEVANT CDIS TO THE ESCROW ACCOUNT SPECIFIED IN THE ASSOCIATED CORPORATE EVENT IN THE CREST SYSTEM. THIS TRANSFER WILL NEED TO BE COMPLETED BY THE SPECIFIED CREST SYSTEM DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE CDIS WILL BE BLOCKED IN THE CREST SYSTEM. THE CDIS WILL TYPICALLY BE RELEASED FROM ESCROW AS SOON AS PRACTICABLE ON RECORD DATE +1 DAY (OR ON MEETING DATE +1 DAY IF NO RECORD DATE APPLIES) UNLESS OTHERWISE SPECIFIED, AND ONLY AFTER THE AGENT HAS CONFIRMED AVAILABILIY OF THE POSITION. IN ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED POSITION MUST BE BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN THE CREST SYSTEM. BY VOTING ON THIS MEETING, YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY USE YOUR VOTE INSTRUCTION AS THE AUTHORIZATION TO TAKE THE NECESSARY ACTION WHICH WILL INCLUDE TRANSFERRING YOUR INSTRUCTED POSITION TO ESCROW. PLEASE CONTACT YOUR CREST SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR FURTHER INFORMATION ON THE CUSTODY PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE INSTRUCTIONS FROM YOU -------------------------------------------------------------------------------------------------------------------------- ILJIN HYSOLUS CO., LTD. Agenda Number: 715810835 -------------------------------------------------------------------------------------------------------------------------- Security: Y3883Z101 Meeting Type: EGM Meeting Date: 30-Jun-2022 Ticker: ISIN: KR7271940009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 GRANT OF STOCK OPTION Mgmt For For -------------------------------------------------------------------------------------------------------------------------- ITM POWER PLC Agenda Number: 714717595 -------------------------------------------------------------------------------------------------------------------------- Security: G4985J102 Meeting Type: AGM Meeting Date: 29-Oct-2021 Ticker: ISIN: GB00B0130H42 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For REPORTS 2 APPROVE REMUNERATION REPORT Mgmt Against Against 3 ELECT TOM RAE AS DIRECTOR Mgmt For For 4 RE-ELECT ANDREW ALLEN AS DIRECTOR Mgmt For For 5 RE-ELECT DR GRAHAM COOLEY AS DIRECTOR Mgmt For For 6 REAPPOINT GRANT THORNTON UK LLP AS AUDITORS Mgmt For For AND AUTHORISE THEIR REMUNERATION 7 AUTHORISE ISSUE OF EQUITY Mgmt For For 8 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For PRE-EMPTIVE RIGHTS CMMT PLEASE NOTE THAT DUE TO COVID-19 PANDEMIC, Non-Voting SHAREHOLDERS' PHYSICAL ATTENDANCE MAY NOT BE POSSIBLE AT THE MEETING. ELECTRONIC AND PROXY VOTING ARE ENCOURAGED. THANK YOU -------------------------------------------------------------------------------------------------------------------------- ITM POWER PLC Agenda Number: 714857464 -------------------------------------------------------------------------------------------------------------------------- Security: G4985J102 Meeting Type: OGM Meeting Date: 15-Nov-2021 Ticker: ISIN: GB00B0130H42 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 645480 DUE TO RECEIPT OF POSTPONEMENT OF MEETING DATE FROM 3 NOV 2021 TO 15 NOV 2021. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For AND GRANT RIGHTS TO SUBSCRIBE FOR, OR CONVERT ANY SECURITY INTO, SHARES UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 3,500,000, PURSUANT TO THE PLACING AND SHARE SUBSCRIPTION (AS DEFINED IN THE CIRCULAR ISSUED BY THE COMPANY ON 15 OCTOBER 2021) 2 TO DISAPPLY STATUTORY PRE-EMPTION RIGHTS IN Mgmt For For CONNECTION WITH THE AUTHORITY CONFERRED UNDER RESOLUTION 1 -------------------------------------------------------------------------------------------------------------------------- LINDE PLC Agenda Number: 935428234 -------------------------------------------------------------------------------------------------------------------------- Security: G5494J103 Meeting Type: Annual Meeting Date: 26-Jul-2021 Ticker: LIN ISIN: IE00BZ12WP82 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Prof. Dr. Wolfgang Mgmt For For Reitzle 1B. Election of Director: Stephen F. Angel Mgmt For For 1C. Election of Director: Prof. Dr. Mgmt For For Ann-Kristin Achleitner 1D. Election of Director: Prof. Dr. Clemens Mgmt For For Borsig 1E. Election of Director: Dr. Nance K. Dicciani Mgmt For For 1F. Election of Director: Dr. Thomas Enders Mgmt For For 1G. Election of Director: Franz Fehrenbach Mgmt For For 1H. Election of Director: Edward G. Galante Mgmt For For 1I. Election of Director: Larry D. McVay Mgmt For For 1J. Election of Director: Dr. Victoria Ossadnik Mgmt For For 1K. Election of Director: Prof. Dr. Martin H. Mgmt For For Richenhagen 1L. Election of Director: Robert L. Wood Mgmt For For 2A. To ratify, on an advisory and non-binding Mgmt For For basis, the appointment of PricewaterhouseCoopers ("PWC") as the independent auditor. 2B. To authorize the Board, acting through the Mgmt For For Audit Committee, to determine PWC's remuneration. 3. To approve, on an advisory and non-binding Mgmt For For basis, the compensation of Linde plc's Named Executive Officers, as disclosed in the 2021 Proxy Statement. 4. To approve, on an advisory and non-binding Mgmt For For basis, a Directors' Remuneration Policy for the Company's Directors as required under Irish law. 5. To approve, on an advisory and non-binding Mgmt For For basis, the Directors' Remuneration Report for the financial year ended December 31, 2020 as required under Irish law. 6. To approve the 2021 Linde plc Long Term Mgmt For For Incentive Plan. 7. To determine the price range at which the Mgmt For For Company can re-allot shares that it acquires as treasury shares under Irish law. -------------------------------------------------------------------------------------------------------------------------- MCPHY ENERGY SA Agenda Number: 715463876 -------------------------------------------------------------------------------------------------------------------------- Security: F6S02U102 Meeting Type: MIX Meeting Date: 19-May-2022 Ticker: ISIN: FR0011742329 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting DIRECTLY WITH A FRENCH CUSTODIAN, VOTING INSTRUCTIONS WILL BE FORWARDED TO YOUR GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE GLOBAL CUSTODIAN AS THE REGISTERED INTERMEDIARY WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN FOR LODGMENT. CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting VOTING OPTION. FOR ANY ADDITIONAL RESOLUTIONS RAISED AT THE MEETING THE VOTING INSTRUCTION WILL DEFAULT TO 'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING THE PROXY CARD, THE VOTING INSTRUCTION WILL DEFAULT TO THE PREFERENCE OF YOUR CUSTODIAN. CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED. CMMT DUE TO THE COVID19 CRISIS AND IN ACCORDANCE Non-Voting 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 SHAREHOLDERS. TO COMPLY WITH THESE LAWS, PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND THE MEETING IN PERSON. THE COMPANY ENCOURAGES ALL SHAREHOLDERS TO REGULARLY CONSULT THE COMPANY WEBSITE TO VIEW ANY CHANGES TO THIS POLICY. CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE AT THIS MEETING, YOU (OR YOUR CREST SPONSORED MEMBER/CUSTODIAN) WILL BE REQUIRED TO INSTRUCT A TRANSFER OF THE RELEVANT CDIS TO THE ESCROW ACCOUNT SPECIFIED IN THE ASSOCIATED CORPORATE EVENT IN THE CREST SYSTEM. THIS TRANSFER WILL NEED TO BE COMPLETED BY THE SPECIFIED CREST SYSTEM DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE CDIS WILL BE BLOCKED IN THE CREST SYSTEM. THE CDIS WILL TYPICALLY BE RELEASED FROM ESCROW AS SOON AS PRACTICABLE ON RECORD DATE +1 DAY (OR ON MEETING DATE +1 DAY IF NO RECORD DATE APPLIES) UNLESS OTHERWISE SPECIFIED, AND ONLY AFTER THE AGENT HAS CONFIRMED AVAILABILIY OF THE POSITION. IN ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED POSITION MUST BE BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN THE CREST SYSTEM. BY VOTING ON THIS MEETING, YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY USE YOUR VOTE INSTRUCTION AS THE AUTHORIZATION TO TAKE THE NECESSARY ACTION WHICH WILL INCLUDE TRANSFERRING YOUR INSTRUCTED POSITION TO ESCROW. PLEASE CONTACT YOUR CREST SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR FURTHER INFORMATION ON THE CUSTODY PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE INSTRUCTIONS FROM YOU CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting THAT IF YOU ARE CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://fr.ftp.opendatasoft.com/datadila/JO /BALO/pdf/2022/0411/202204112200899.pdf 1 APPROVAL OF THE COMPANY FINANCIAL Mgmt For For STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 2 ALLOCATION OF THE RESULTS FOR THE FISCAL Mgmt For For YEAR ENDED 31 DECEMBER 2021 3 ALLOCATION OF PREVIOUS LOSSES TO THE Mgmt For For "ISSUANCE PREMIUMS" ACCOUNT 4 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 5 APPROVAL OF AGREEMENTS SIGNED PURSUANT TO Mgmt For For ARTICLE L.225-38 OF THE FRENCH COMMERCIAL CODE 6 APPROVAL OF INFORMATION REFERRED TO IN Mgmt For For PARAGRAPH I OF ARTICLE L.22-10-9 OF THE FRENCH COMMERCIAL CODE AND CONCERNING THE TOTAL COMPENSATION AND BENEFITS OF ALL KINDS PAID TO CORPORATE OFFICERS DURING THE FISCAL YEAR ENDED 31 DECEMBER 2021 OR GRANTED TO THEM IN RESPECT OF SUCH FISCAL YEAR 7 APPROVAL OF FIXED, VARIABLE, AND SPECIAL Mgmt For For ITEMS COMPRISING THE TOTAL COMPENSATION AND BENEFITS OF ALL KINDS PAID DURING THE FISCAL YEAR ENDED 31 DECEMBER 2021 OR GRANTED IN RESPECT OF SUCH FISCAL YEAR TO MR. PASCAL MAUBERGER, THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY, FOR THE PERIOD RUNNING FROM 1 JANUARY 2021 THROUGH 17 JUNE 8 APPROVAL OF FIXED, VARIABLE, AND SPECIAL Mgmt For For ITEMS COMPRISING THE TOTAL COMPENSATION AND BENEFITS OF ALL KINDS PAID DURING THE FISCAL YEAR ENDED 31 DECEMBER 2021 OR GRANTED IN RESPECT OF SUCH FISCAL YEAR TO MR. LUC POYER, THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY, FOR THE PERIOD RUNNING FROM 18 JUNE 2021 THROUGH 31 DECEMBER 2021 9 APPROVAL OF FIXED, VARIABLE, AND SPECIAL Mgmt For For ITEMS COMPRISING THE TOTAL COMPENSATION AND BENEFITS OF ALL KINDS PAID DURING THE FISCAL YEAR ENDED 31 DECEMBER 2021 OR GRANTED IN RESPECT OF SUCH FISCAL YEAR TO MR. LAURENT CARME, THE CHIEF EXECUTIVE OFFICER OF THE COMPANY, FOR THE PERIOD RUNNING FROM 1 JANUARY 2021 THROUGH 11 JULY 2021 10 APPROVAL OF FIXED, VARIABLE, AND SPECIAL Mgmt For For ITEMS COMPRISING THE TOTAL COMPENSATION AND BENEFITS OF ALL KINDS PAID DURING THE FISCAL YEAR ENDED 31 DECEMBER 2021 OR GRANTED IN RESPECT OF SUCH FISCAL YEAR TO MR. LUC POYER, INTERIM CHIEF EXECUTIVE OFFICER OF THE COMPANY, FOR THE PERIOD RUNNING FROM 12 JULY 2021 THROUGH 17 OCTOBER 2021 11 RATIFICATION OF THE CHANGES MADE TO THE Mgmt For For COMPENSATION POLICY APPLICABLE TO THE CHIEF EXECUTIVE OFFICER IN RESPECT OF THE FISCAL YEAR ENDED 31 DECEMBER 2021, FOR THE PERIOD RUNNING FROM 18 OCTOBER 2021 THROUGH 31 DECEMBER 2021, IN ACCORDANCE WITH ARTICLE L. 22-10-9 OF THE FRENCH COMMERCIAL CODE 12 APPROVAL OF FIXED, VARIABLE, AND SPECIAL Mgmt For For ITEMS COMPRISING THE TOTAL COMPENSATION AND BENEFITS OF ALL KINDS PAID DURING THE FISCAL YEAR ENDED 31 DECEMBER 2021 OR GRANTED IN RESPECT OF SUCH FISCAL YEAR TO MR. JEAN-BAPTISTE LUCAS, THE CHIEF EXECUTIVE OFFICER OF THE COMPANY, FOR THE PERIOD RUNNING FROM 18 OCTOBER 2021 THROUGH 31 DECEMBER 2021 13 APPROVAL OF THE POLICY ON THE COMPENSATION Mgmt For For OF DIRECTORS (EXCLUDING THE CHAIRMAN OF THE BOARD OF DIRECTORS) IN RESPECT OF THE 2022 FISCAL YEAR 14 DETERMINATION OF THE GLOBAL ANNUAL BUDGET Mgmt For For FOR THE COMPENSATION OF DIRECTORS 15 APPROVAL OF THE POLICY ON THE COMPENSATION Mgmt For For OF THE CHAIRMAN OF THE BOARD OF DIRECTORS IN RESPECT OF THE 2022 FISCAL YEAR 16 APPROVAL OF THE POLICY ON THE COMPENSATION Mgmt For For OF THE CHIEF EXECUTIVE OFFICER IN RESPECT OF THE 2022 FISCAL YEAR 17 RATIFICATION OF THE CO-OPTION OF MR. Mgmt For For JEAN-MARC LECH NE AS A MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY 18 RENEWAL OF THE TERM OF OFFICE OF MR. Mgmt For For JEAN-MARC LECH NE AS A MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY 19 RENEWAL OF THE TERM OF OFFICE OF MR. PASCAL Mgmt Against Against MAUBERGER AS A MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY 20 RATIFICATION OF THE DECISION TO RELOCATE Mgmt For For THE REGISTERED OFFICE 21 AUTHORIZATION AND DELEGATION TO ENABLE THE Mgmt For For COMPANY TO TRADE IN ITS OWN SHARES - DETERMINATION OF PROCEDURES IN ACCORDANCE WITH ARTICLE L. 22-10-62 OF THE FRENCH COMMERCIAL CODE 22 DELEGATION OF AUTHORITY FOR THE PURPOSE OF Mgmt For For REDUCING THE SHARE CAPITAL BY CANCELLATION OF TREASURY SHARES UNDER THE TERMS OF ARTICLE L.22-10-62 OF THE FRENCH COMMERCIAL CODE - POWERS TO THE BOARD OF DIRECTORS 23 DELEGATION OF AUTHORITY FOR THE PURPOSE OF Mgmt For For ISSUING ORDINARY SHARES AND/OR TRANSFERABLE SECURITIES, WITH CANCELLATION OF SHAREHOLDERS' SUBSCRIPTION RIGHTS AND PUBLIC OFFERING 24 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS FOR THE PURPOSE OF INCREASING THE SHARE CAPITAL BY ISSUING ORDINARY SHARES, WITH CANCELLATION OF SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS TO THE BENEFIT OF SPECIFIC CATEGORIES OF PERSONS MEETING SPECIFIED CHARACTERISTICS WITHIN THE MEANING OF ARTICLE L.225-138 OF THE FRENCH COMMERCIAL CODE 25 AUTHORIZATION TO GRANT IN THE CONTEXT OF Mgmt For For SHARE CAPITAL INCREASES WITH CANCELLATION OF SHAREHOLDERS' PREFERENTIAL SUBSCRIPTIONS RIGHTS TO SET, WITHIN THE LIMIT OF 10% OF THE SHARE CAPITAL, THE ISSUANCE PRICE IN THE CONDITIONS SET BY THE SHAREHOLDERS' GENERAL MEETING 26 DELEGATION OF AUTHORITY FOR THE PURPOSE OF Mgmt For For INCREASING THE NUMBER OF SHARES TO BE ISSUED IN THE CONTEXT OF A SHARE CAPITAL INCREASE MAINTAINING OR WITH CANCELLATION OF SHAREHOLDERS' PREFERENTIAL SUBSCRIPTIONS RIGHTS 27 DELEGATION OF AUTHORITY TO DECIDE TO Mgmt For For INCREASE THE SHARE CAPITAL BY INCORPORATION OF PREMIUMS, RESERVES, PROFITS, OR OTHER AMOUNTS 28 DELEGATION OF AUTHORITY FOR THE PURPOSE OF Mgmt For For ISSUING ORDINARY SHARES AND/OR TRANSFERABLE SECURITIES GIVING ACCESS TO THE COMPANY'S SHARE CAPITAL, TO REMUNERATE CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND CONSISTING OF EQUITY SECURITIES OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL 29 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS FOR THE PURPOSE OF ISSUING ORDINARY SHARES AND TRANSFERABLE SECURITIES, WITH CANCELLATION OF SHAREHOLDERS' PREFERENTIAL SUBSCRIPTIONS RIGHTS, IN THE EVENT OF A PUBLIC EXCHANGE OFFERING INITIATED BY THE COMPANY 30 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS FOR THE PURPOSE OF IMPLEMENTING A SHARE CAPITAL INCREASE TO THE BENEFIT OF EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY OR ITS AFFILIATES, WITH CANCELLATION OF SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS TO THE BENEFIT OF MEMBERS OF A COMPANY SAVINGS PLAN 31 OVERALL CAP ON THE AFOREMENTIONED Mgmt For For DELEGATIONS OF AUTHORITY 32 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS FOR THE PURPOSE OF GRANTING FREE EXISTING OR TO-BE-ISSUED SHARES, WITH CANCELLATION OF SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS, FOR THE BENEFIT OF A SPECIFIC CATEGORY OF PERSONS 33 POWERS TO COMPLETE FORMALITIES Mgmt For For -------------------------------------------------------------------------------------------------------------------------- NEL ASA Agenda Number: 715298990 -------------------------------------------------------------------------------------------------------------------------- Security: R4S21L127 Meeting Type: AGM Meeting Date: 21-Apr-2022 Ticker: ISIN: NO0010081235 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. ACCOUNTS WITH MULTIPLE BENEFICIAL OWNERS WILL REQUIRE DISCLOSURE OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION. CMMT IF YOUR CUSTODIAN DOES NOT HAVE A POWER OF Non-Voting ATTORNEY (POA) IN PLACE, AN INDIVIDUAL BENEFICIAL OWNER SIGNED POA MAY BE REQUIRED. CMMT TO VOTE SHARES HELD IN AN OMNIBUS/NOMINEE Non-Voting ACCOUNT IN THE LOCAL MARKET, THE LOCAL CUSTODIAN WILL TEMPORARILY TRANSFER VOTED SHARES TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER'S NAME ON THE PROXY VOTING DEADLINE AND TRANSFER BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE DAY AFTER THE MEETING DATE. CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED. 1 OPEN MEETING; REGISTRATION OF ATTENDING Non-Voting SHAREHOLDERS AND PROXIES 2 ELECT CHAIRMAN OF MEETING; DESIGNATE Mgmt No vote INSPECTOR(S) OF MINUTES OF MEETING 3 APPROVE NOTICE OF MEETING AND AGENDA Mgmt No vote 4 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt No vote REPORTS 5 DISCUSS COMPANY'S CORPORATE GOVERNANCE Non-Voting STATEMENT 6 APPROVE REMUNERATION OF DIRECTORS IN THE Mgmt No vote AMOUNT OF NOK 625,000 FOR CHAIRMAN AND NOK 350,000 FOR OTHER DIRECTORS 7 APPROVE REMUNERATION OF NOMINATING Mgmt No vote COMMITTEE; APPROVE REMUNERATION OF MEMBERS OF THE AUDIT COMMITTEE 8 APPROVE REMUNERATION OF AUDITORS Mgmt No vote 9 APPROVE REMUNERATION STATEMENT Mgmt No vote 10.1 APPROVE CREATION OF NOK 29.2 MILLION POOL Mgmt No vote OF CAPITAL WITHOUT PREEMPTIVE RIGHTS 10.2 APPROVE ISSUANCE OF SHARES IN CONNECTION Mgmt No vote WITH INCENTIVE PLANS 11.1 AUTHORIZE SHARE REPURCHASE PROGRAM IN Mgmt No vote CONNECTION WITH INCENTIVE PLANS 11.2 AUTHORIZE SHARE REPURCHASE PROGRAM Mgmt No vote 12.1 ELECT OLE ENGER AS DIRECTOR (CHAIR) Mgmt No vote 12.2 ELECT HANNE BLUME AS DIRECTOR Mgmt No vote 12.3 ELECT CHARLOTTA FALVIN AS DIRECTOR Mgmt No vote 12.4 ELECT FINN JEBSEN AS DIRECTOR Mgmt No vote 12.5 ELECT BEATRIZ MALO DE MOLINA AS DIRECTOR Mgmt No vote 12.6 ELECT TOM ROTJER AS DIRECTOR Mgmt No vote 12.7 ELECT JON ANDRE LOKKE AS DIRECTOR Mgmt No vote 13.1 ELECT EIVIND SARS VEDDENG (CHAIR) AS MEMBER Mgmt No vote OF NOMINATING COMMITTEE 13.2 ELECT ANDREAS POOLE AS MEMBER OF NOMINATING Mgmt No vote COMMITTEE 13.3 ELECT LEIF ERIKSROD AS MEMBER OF NOMINATING Mgmt No vote COMMITTEE -------------------------------------------------------------------------------------------------------------------------- PLUG POWER INC. Agenda Number: 935473811 -------------------------------------------------------------------------------------------------------------------------- Security: 72919P202 Meeting Type: Annual Meeting Date: 30-Jul-2021 Ticker: PLUG ISIN: US72919P2020 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Andrew J. Marsh Mgmt For For Gary K. Willis Mgmt For For Maureen O. Helmer Mgmt For For 2. The approval of the Fifth Certificate of Mgmt For For Amendment of the Amended and Restated Certificate of Incorporation of the Company to increase the number of authorized shares of common stock from 750,000,000 shares to 1,500,000,000 shares as described in the proxy statement. 3. The approval of the Plug Power Inc. 2021 Mgmt For For Stock Option and Incentive Plan as described in the proxy statement. 4. The approval of the non-binding advisory Mgmt Against Against resolution regarding the compensation of the Company's named executive officers as described in the proxy statement. 5. The ratification of KPMG LLP as the Mgmt For For Company's independent registered public accounting firm for 2021. -------------------------------------------------------------------------------------------------------------------------- PLUG POWER INC. Agenda Number: 935645284 -------------------------------------------------------------------------------------------------------------------------- Security: 72919P202 Meeting Type: Annual Meeting Date: 30-Jun-2022 Ticker: PLUG ISIN: US72919P2020 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR George C. McNamee Mgmt For For Gregory L. Kenausis Mgmt For For Jean A. Bua Mgmt For For 2. The approval of the amendment to the Plug Mgmt For For Power Inc. 2021 Stock Option and Incentive Plan as described in the proxy statement. 3. The approval of the non-binding advisory Mgmt Against Against resolution regarding the compensation of the Company's named executive officers as described in the proxy statement. 4. The ratification of Deloitte & Touche LLP Mgmt For For as the Company's independent registered public accounting firm for 2022. -------------------------------------------------------------------------------------------------------------------------- POWERCELL SWEDEN AB Agenda Number: 715518481 -------------------------------------------------------------------------------------------------------------------------- Security: W6698X106 Meeting Type: AGM Meeting Date: 03-May-2022 Ticker: ISIN: SE0006425815 -------------------------------------------------------------------------------------------------------------------------- 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 VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. ACCOUNTS WITH MULTIPLE BENEFICIAL OWNERS WILL REQUIRE DISCLOSURE OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION CMMT A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY Non-Voting (POA) IS REQUIRED TO LODGE YOUR VOTING INSTRUCTIONS. IF NO POA IS SUBMITTED, YOUR VOTING INSTRUCTIONS MAY BE REJECTED CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 719909 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 1 OPEN MEETING Non-Voting 2 ELECT CHAIRMAN OF MEETING Non-Voting 3 PREPARE AND APPROVE LIST OF SHAREHOLDERS Non-Voting 4 DESIGNATE INSPECTOR(S) OF MINUTES OF Non-Voting MEETING 5 ACKNOWLEDGE PROPER CONVENING OF MEETING Non-Voting 6 APPROVE AGENDA OF MEETING Non-Voting 7 RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting REPORTS 8.A ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For REPORTS 8.B APPROVE ALLOCATION OF INCOME AND OMISSION Mgmt For For OF DIVIDENDS 8.C APPROVE DISCHARGE OF BOARD AND PRESIDENT Mgmt For For 9 DETERMINE NUMBER OF MEMBERS (7) AND DEPUTY Mgmt For For MEMBERS (0) OF BOARD 10 APPROVE REMUNERATION OF DIRECTORS IN THE Mgmt For For AMOUNT OF SEK 440,000 FOR CHAIRMAN AND SEK 220,000 FOR OTHER DIRECTORS; APPROVE REMUNERATION FOR COMMITTEE WORK; APPROVE REMUNERATION OF AUDITORS 11 REELECT DIRK DE BOEVER, HELNA FASTH Mgmt Against Against GILLSTEDT, UWE HILLMANN, RIKU PEKA HAGG, MAGNUS JONSSON (CHAIR) AND ANNETTE MALM JUSTAD AS DIRECTORS; ELECT KAJSA RYTTBERG-WALLGREN AS NEW DIRECTOR 12 RATIFY PRICEWATERHOUSECOOPERS AS AUDITORS Mgmt For For 13 APPROVE NOMINATING COMMITTEE INSTRUCTIONS Mgmt For For 14 APPROVE REMUNERATION POLICY AND OTHER TERMS Mgmt Against Against OF EMPLOYMENT FOR EXECUTIVE MANAGEMENT 15 APPROVE ISSUANCE OF 5.8 MILLION SHARES Mgmt Against Against WITHOUT PREEMPTIVE RIGHTS 16 AUTHORIZE EDITORIAL CHANGES TO ADOPTED Mgmt For For RESOLUTIONS IN CONNECTION WITH REGISTRATION WITH SWEDISH AUTHORITIES 17 CLOSE MEETING Non-Voting -------------------------------------------------------------------------------------------------------------------------- POWERHOUSE ENERGY GROUP PLC Agenda Number: 714446944 -------------------------------------------------------------------------------------------------------------------------- Security: G7204D103 Meeting Type: AGM Meeting Date: 29-Jul-2021 Ticker: ISIN: GB00B4WQVY43 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE THE FINANCIAL STATEMENTS Mgmt For For 2 TO APPROVE THE REMUNERATION REPORT Mgmt For For 3 TO REAPPOINT JEFFREYS HENRY LLP AS AUDITORS Mgmt For For AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION 4 TO RE-ELECT JAMES GREENSTREET AS A DIRECTOR Mgmt Against Against OF THE COMPANY 5 TO RE-ELECT TIM YEO AS A DIRECTOR OF THE Mgmt Abstain Against COMPANY 6 TO REAPPOINT KIRSTY GOGAN AS A DIRECTOR OF Mgmt For For THE COMPANY 7 TO AUTHORISE THE DIRECTORS TO ALLOT AND Mgmt For For ISSUE EQUITY SECURITIES 8 TO AUTHORISE THE DIRECTORS TO DIS-APPLY Mgmt Against Against PRE-EMPTION RIGHTS ON ISSUE, AS SET OUT IN THE NOTICE OF MEETING -------------------------------------------------------------------------------------------------------------------------- PROTON MOTOR POWER SYSTEMS PLC Agenda Number: 714981164 -------------------------------------------------------------------------------------------------------------------------- Security: G7275Z108 Meeting Type: OGM Meeting Date: 29-Dec-2021 Ticker: ISIN: GB00B140Y116 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVE SHARE SUB-DIVISION Mgmt For For CMMT 15 DEC 2021: PLEASE NOTE THAT THE MEETING Non-Voting TYPE CHANGED FROM EGM TO OGM. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- PROTON MOTOR POWER SYSTEMS PLC Agenda Number: 715757677 -------------------------------------------------------------------------------------------------------------------------- Security: G7275Z116 Meeting Type: AGM Meeting Date: 29-Jun-2022 Ticker: ISIN: GB00BP83GZ24 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE AND ADOPT THE COMPANY'S ACCOUNTS Mgmt For For FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2021 TOGETHER WITH THE DIRECTORS REPORT, AND THE AUDITORS' REPORT 2 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt For For REPORT 3 TO RE-ELECT HELMUT GIERSE AS A DIRECTOR OF Mgmt Abstain Against THE COMPANY 4 TO RE-ELECT ANTONIO BOSSI GIERSE AS A Mgmt For For DIRECTOR OF THE COMPANY 5 TO RE-ELECT SEBASTIAN GOLDNER AS A DIRECTOR Mgmt For For OF THE COMPANY 6 TO RE-ELECT ROMAN KOTLARZEWSKI AS A Mgmt Abstain Against DIRECTOR OF THE COMPANY 7 TO RE-ELECT MANFRED LIMBRUNNER AS A Mgmt For For DIRECTOR OF THE COMPANY 8 TO RE-APPOINT RMT ACCOUNTANTS AND BUSINESS Mgmt For For ADVISORS LTD AS THE AUDITORS OF THE COMPANY 9 TO AUTHORISE THE DIRECTORS TO AGREE THE Mgmt For For REMUNERATION OF THE AUDITORS OF THE COMPANY 10 THAT THE DIRECTORS BE GENERALLY AND Mgmt For For UNCONDITIONALLY AUTHORISED TO EXERCISE ALL THE POWERS OF THE COMPANY TO ALLOT SHARES 11 TO DISAPPLY PRE-EMPTION RIGHTS Mgmt For For CMMT 08 JUN 2022: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO MODIFICATION OF THE TEXT OF RESOLUTION 5. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- S-FUELCELL CO., LTD. Agenda Number: 715205933 -------------------------------------------------------------------------------------------------------------------------- Security: Y7T7JS100 Meeting Type: AGM Meeting Date: 24-Mar-2022 Ticker: ISIN: KR7288620008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF FINANCIAL STATEMENT Mgmt For For 2 APPROVAL OF PARTIAL AMENDMENT TO ARTICLES Mgmt For For OF INCORPORATION 3 ELECTION OF INSIDE DIRECTOR: KIM MIN SEOK Mgmt For For 4 APPROVAL OF LIMIT OF REMUNERATION FOR Mgmt For For DIRECTORS 5 APPROVAL OF LIMIT OF REMUNERATION FOR Mgmt For For AUDITORS -------------------------------------------------------------------------------------------------------------------------- SFC ENERGY AG Agenda Number: 715286793 -------------------------------------------------------------------------------------------------------------------------- Security: D8288L113 Meeting Type: AGM Meeting Date: 28-Apr-2022 Ticker: ISIN: DE0007568578 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. CMMT FROM 10TH FEBRUARY, BROADRIDGE WILL CODE Non-Voting ALL AGENDAS FOR GERMAN MEETINGS IN ENGLISH ONLY. IF YOU WISH TO SEE THE AGENDA IN GERMAN, THIS WILL BE MADE AVAILABLE AS A LINK UNDER THE 'MATERIAL URL' DROPDOWN AT THE TOP OF THE BALLOT. THE GERMAN AGENDAS FOR ANY EXISTING OR PAST MEETINGS WILL REMAIN IN PLACE. FOR FURTHER INFORMATION, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT 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 2021 2.1 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER PETER PODESSER FOR FISCAL YEAR 2021 2.2 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER HANS POL FOR FISCAL YEAR 2021 2.3 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER DANIEL SAXENA FOR FISCAL YEAR 2021 3.1 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER HUBERTUS KROSSA FOR FISCAL YEAR 2021 3.2 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER TIM VAN DELDEN FOR FISCAL YEAR 2021 3.3 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER HENNING GEBHARDT FOR FISCAL YEAR 2021 3.4 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER GERHARD SCHEMPP FOR FISCAL YEAR 2021 3.5 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER SUNAINA HALDEA FOR FISCAL YEAR 2021 4 RATIFY DELOITTE GMBH AS AUDITORS FOR FISCAL Mgmt For For YEAR 2022 AND FOR THE REVIEW OF INTERIM FINANCIAL STATEMENTS FOR FISCAL YEAR 2022 5 APPROVE REMUNERATION REPORT Mgmt For For 6 APPROVE CREATION OF EUR 2.9 MILLION POOL OF Mgmt Against Against AUTHORIZED CAPITAL WITH OR WITHOUT EXCLUSION OF PREEMPTIVE RIGHTS 7 ELECT HUBERTUS KROSSA TO THE SUPERVISORY Mgmt For For BOARD 8 AMEND ARTICLES RE: SUPERVISORY BOARD TERM Mgmt For For OF OFFICE 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 -------------------------------------------------------------------------------------------------------------------------- XEBEC ADSORPTION INC Agenda Number: 715421917 -------------------------------------------------------------------------------------------------------------------------- Security: 983891102 Meeting Type: AGM Meeting Date: 12-May-2022 Ticker: ISIN: CA9838911027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTION "3" AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS "1.1 TO 1.7 AND 2". THANK YOU. 1.1 ELECTION OF DIRECTOR: WILLIAM BECKETT Mgmt For For 1.2 ELECTION OF DIRECTOR: PETER BOWIE Mgmt For For 1.3 ELECTION OF DIRECTOR: SARA ELFORD Mgmt For For 1.4 ELECTION OF DIRECTOR: BRIAN LEVITT Mgmt For For 1.5 ELECTION OF DIRECTOR: GUY SAINT-JACQUES Mgmt For For 1.6 ELECTION OF DIRECTOR: FRANCIS SEGUIN Mgmt For For 1.7 ELECTION OF DIRECTOR: DIMITRIOS Mgmt For For (JIM)VOUNASSIS 2 APPOINTMENT OF RAYMOND CHABOT GRANT Mgmt For For THORNTON LLP AS AUDITOR OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION AND TERM OF ENGAGEMENT 3 TO VOTE, IN AN ADVISORY, NON-BINDING Mgmt For For MANNER, ON THE CORPORATION'S APPROACH TO EXECUTIVE COMPENSATION DESCRIBED IN THE MANAGEMENT INFORMATION IN THE MANAGEMENT INFORMATION CIRCULAR Defiance Next Gen SPAC Derived ETF -------------------------------------------------------------------------------------------------------------------------- 10X CAPITAL VENTURE ACQUISITION CORP. Agenda Number: 935471879 -------------------------------------------------------------------------------------------------------------------------- Security: 88025V107 Meeting Type: Special Meeting Date: 21-Jul-2021 Ticker: VCVC ISIN: US88025V1070 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Merger Proposal - To adopt the Mgmt Against Against Agreement and Plan of Merger, dated as of February 3, 2021 and to approve the merger contemplated by such agreement (the "Merger") by and among REE Automotive Ltd, a corporation organized under the laws of Israel ("REE"), Spark Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of REE ("Merger Sub"), and the Company, which provides for, among other things, the merger of Merger Sub with and into the Company, with Company surviving as a wholly-owned subsidiary of REE. In connection with Merger. 2. The Class B Charter Proposal - To amend the Mgmt Against Against Company's amended and restated certificate of incorporation (the "Existing 10X Capital Charter") by adopting the second amended and restated certificate of incorporation (the "Proposed 10X Capital Charter"), which will provide that, immediately prior to the consummation of the Merger, all shares of 10X Capital Class B Common Stock will automatically convert into shares of 10X Class A Common Stock with an amended conversion ratio adjustment. 3. The Material Differences Charter Proposal - Mgmt Against Against To approve the material differences between the Existing 10X Capital Charter and REE's articles of association to be in effect following the Merger (the "Amended and Restated Articles"). 4. The Adjournment Proposal - To adjourn the Mgmt Against Against Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, the Company is not authorized to consummate the Merger. -------------------------------------------------------------------------------------------------------------------------- 890 5TH AVENUE PARTNERS, INC. Agenda Number: 935523717 -------------------------------------------------------------------------------------------------------------------------- Security: 28250A105 Meeting Type: Special Meeting Date: 02-Dec-2021 Ticker: ENFA ISIN: US28250A1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - to Mgmt Against Against adopt the agreement and plan of merger and transactions contemplated thereby. 2. The Organizational Documents Proposal - to Mgmt Against Against approve the proposed amended and restated certificate of incorporation and bylaws. 3A. Advisory Charter Amendment Proposal A - to Mgmt Against Against change 890's name to "BuzzFeed, Inc.". 3B. Advisory Charter Amendment Proposal B - to Mgmt Against Against increase the total number of authorized shares of all classes of capital stock. 3C. Advisory Charter Amendment Proposal C - to Mgmt Against Against eliminate certain provisions specific to 890's status as a blank check company. 3D. Advisory Charter Amendment Proposal D - to Mgmt Against Against create a classified Board with three classes, each serving for a three-year term. 3E. Advisory Charter Amendment Proposal E - to Mgmt Against Against eliminate the rights and privileges of Class F common stock. 3F. Advisory Charter Amendment Proposal F - to Mgmt Against Against create a class B common stock with different super-voting rights. 3G. To create a Class C common stock with no Mgmt Against Against voting rights. 3H. Advisory Charter Amendment Proposal H - to Mgmt Against Against eliminate the ability of stockholders to act by written consent. 3I. Advisory Charter Amendment Proposal I - to Mgmt Against Against remove the provision renouncing the corporate opportunity doctrine. 3J. Advisory Charter Amendment Proposal J - to Mgmt Against Against require a supermajority vote to remove directors for cause. 3K. Advisory Charter Amendment Proposal K - to Mgmt Against Against increase voting thresholds to two-thirds of outstanding shares for amendments to the bylaws and certain provisions of the certificate of incorporation. 3L. Advisory Charter Amendment Proposal L - to Mgmt Against Against require at least 75% of voting power of Class A and Class B common stock to amend certain provisions of the proposed certificate of incorporation. 4. The Stock Issuance Proposal - to approve Mgmt Against Against the issuance of shares pursuant to the Merger Agreement, C Acquisition Purchase Agreement, and Note Subscription Agreements. 5A. Election of Class I Nominee a term that Mgmt Against Against expires at New BuzzFeed's 2022 annual meeting of stockholders: Angela Acharia 5B. Election of Class I Nominee a term that Mgmt Against Against expires at New BuzzFeed's 2022 annual meeting of stockholders: Jonah Peretti 5C. Election of Class II Nominee a term that Mgmt Against Against expires at New BuzzFeed's 2023 annual meeting of stockholders: Joan Amble 5D. Election of Class II Nominee a term that Mgmt Against Against expires at New BuzzFeed's 2023 annual meeting of stockholders: Adam Rothstein 5E. Election of Class II Nominee a term that Mgmt Against Against expires at New BuzzFeed's 2023 annual meeting of stockholders: Janet Rolle 5F. Election of Class III Nominee a term that Mgmt Against Against expires at New BuzzFeed's 2024 annual meeting of stockholders: Greg Coleman 5G. Election of Class III Nominee a term that Mgmt Against Against expires at New BuzzFeed's 2024 annual meeting of stockholders: Patrick Kerins 6. The Incentive Plan Proposal - to approve Mgmt Against Against the 2021 equity incentive plan. 7. The Employee Stock Purchase Plan Proposal - Mgmt Against Against to approve the 2021 employee stock purchase plan. 8. The Adjournment Proposal - to approve the Mgmt Against Against adjournment of the Special Meeting to a later date, if necessary. -------------------------------------------------------------------------------------------------------------------------- ACCEL ENTERTAINMENT, INC. Agenda Number: 935574055 -------------------------------------------------------------------------------------------------------------------------- Security: 00436Q106 Meeting Type: Annual Meeting Date: 05-May-2022 Ticker: ACEL ISIN: US00436Q1067 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Eden Godsoe Mgmt Withheld Against Kathleen Philips Mgmt Withheld Against Kenneth B. Rotman Mgmt For For 2. Ratify the appointment of KPMG LLP as the Mgmt For For independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- ACE CONVERGENCE ACQUISITION CORP. Agenda Number: 935536500 -------------------------------------------------------------------------------------------------------------------------- Security: G0083D120 Meeting Type: Annual Meeting Date: 21-Jan-2022 Ticker: ACEV ISIN: KYG0083D1209 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Re-Election of Director to serve until the Mgmt For For 2022 annual general meeting: Behrooz Abdi 1.2 Re-Election of Director to serve until the Mgmt For For 2022 annual general meeting: Denis Tse 1.3 Re-Election of Director to serve until the Mgmt For For 2022 annual general meeting: Kenneth Klein 1.4 Re-Election of Director to serve until the Mgmt For For 2022 annual general meeting: Omid Tahernia 1.5 Re-Election of Director to serve until the Mgmt For For 2022 annual general meeting: Ryan Benton 1.6 Re-Election of Director to serve until the Mgmt For For 2022 annual general meeting: Raquel Chmielewski 2. Ratification of Selection of Independent Mgmt For For Registered Public Accounting Firm - Ratify the selection by our audit committee of WithumSmith+Brown, PC as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2022. 3. Charter Extension - Amend the Company's Mgmt For For Amended and Restated Memorandum and Articles of Association (the "Charter") pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, (2) cease its operations except for the purpose of winding up and (3) redeem all of the Class A ordinary shares. 4. Trust Extension - Amend the Investment Mgmt For For Management Trust Agreement, dated as of July 27, 2020 (the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as trustee ("Continental"), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the accompanying proxy statement, to extend the date on which Continental must liquidate the trust account established in connection with the Company's initial public offering. 5. Adjournment Proposal - Approve the Mgmt For For adjournment of the Annual General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1, Proposal 2, Proposal 3 or Proposal 4, which will only be presented at the Annual General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Annual General Meeting. -------------------------------------------------------------------------------------------------------------------------- ACE CONVERGENCE ACQUISITION CORP. Agenda Number: 935622591 -------------------------------------------------------------------------------------------------------------------------- Security: G0083D120 Meeting Type: Special Meeting Date: 05-May-2022 Ticker: ACEV ISIN: KYG0083D1209 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of October 13, 2021 (as amended from time to time, the "Merger Agreement"), by and among ACE,ACE Convergence Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of ACE ("Merger Sub") and Tempo Automation, Inc., a Delaware corporation ("Tempo"), a copy of which is attached to this proxy statement/ ...(due to space limits, see proxy material for full proposal). 2. The Domestication Proposal - To consider Mgmt Against Against and vote upon a proposal to approve by special resolution, the change of ACE's jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication" and, together with the Merger, the "Business Combination") (the "Domestication Proposal"). 3. Organizational Documents Proposal A - To Mgmt Against Against authorize the change in the authorized capital stock of ACE from 500,000,000 Class A ordinary shares, par value $0.0001 per share (the "ACE Class A ordinary shares"), 50,000,000 Class B ordinary shares, par value $0.0001 per share (the "ACE Class B ordinary shares" and, together with the ACE Class A ordinary shares, the "ordinary shares"), and 5,000,000 preference shares, par value $0.0001 per share (the "ACE preferred shares"), to 600,000,000 shares of ...(due to space limits, see proxy material for full proposal). 4. Organizational Documents Proposal B - To Mgmt Against Against authorize the board of directors of New Tempo (the "Board") to issue any or all shares of New Tempo preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by New Tempo's board of directors and as may be permitted by the DGCL (Organizational Documents Proposal B"). 5. Organizational Documents Proposal C - To Mgmt Against Against provide that New Tempo's board of directors be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term ("Organizational Documents Proposal C"). 6. Organizational Documents Proposal D - To Mgmt Against Against authorize all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to this proxy statement/prospectus as Annex J and Annex K, respectively), including (1) changing the corporate name from "ACE Convergence Acquisition Corp." to "Tempo Automation ...(due to space limits, see proxy material for full proposal). 7.1 Election of Director: Joy Weiss Mgmt For For 7.2 Election of Director: Ryan Benton Mgmt For For 7.3 Election of Director: Behrooz Abdi Mgmt For For 7.4 Election of Director: Meena Srinivasan Mgmt For For 7.5 Election of Director: Matthew Granade Mgmt For For 7.6 Election of Director: Arnold Brown II Mgmt For For 7.7 Election of Director: Omid Tahernia Mgmt For For 7.8 Election of Director: Jacqueline Schneider Mgmt For For 8. The Stock Issuance Proposal - To consider Mgmt Against Against and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of New Tempo common stock to (a) the PIPE Investors pursuant to the PIPE Investment, (b) the Tempo Stockholders pursuant to the Merger Agreement, (c) the eligible Advanced Circuits equityholders pursuant to the Advanced Circuits Merger Agreement and (d) the eligible Whizz equity ...(due to space limits, see proxy material for full proposal). 9. The Incentive Award Plan Proposal - to Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution, the Tempo Automation Holdings, Inc. 2022 Incentive Award Plan (the "Incentive Award Plan Proposal"), to be effective prior to the Closing Date. 10. The ESPP Proposal - to consider and vote Mgmt Against Against upon a proposal to approve by ordinary resolution, the Tempo Automation Holdings, Inc. 2022 Employee Stock Purchase Plan (the "ESPP Proposal"), to be effective prior to the Closing Date. 11. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to approve by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the "Adjournment Proposal"), to be effective as of the date of the extraordinary general meeting. -------------------------------------------------------------------------------------------------------------------------- ACON S2 ACQUISITION CORPORATION Agenda Number: 935496073 -------------------------------------------------------------------------------------------------------------------------- Security: G00748106 Meeting Type: Special Meeting Date: 05-Oct-2021 Ticker: STWO ISIN: KYG007481065 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Domestication Proposal - To approve by Mgmt Against Against special resolution STWO's transfer by way of continuation to Delaware pursuant to Article 190 of STWO's Amended and Restated Memorandum and Articles of Association (the "Existing Governing Documents") and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, STWO's continuation and domestication as a corporation under the laws of the State of Delaware. 2. The Business Combination Proposal - To Mgmt Against Against approve by ordinary resolution STWO's entry into the Agreement and Plan of Merger, dated as of May 6, 2021 (as may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among STWO, SCharge Merger Sub, Inc., a Delaware corporation and a wholly-owned direct subsidiary of STWO ("Merger Sub"), and ESS Tech, Inc., a Delaware corporation ("ESS"). 3A. To approve on a non-binding advisory basis Mgmt Against Against a proposal to increase authorized share capital of STWO from (i) 500,000,000 STWO Class A ordinary shares, par value $0.0001 per share, 50,000,000 STWO Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share, to (ii) 2,000,000,000 shares of New ESS Common Stock, par value $0.0001 per share, and 200,000,000 shares of New ESS Preferred Stock, par value $0.0001 per share. 3B. To approve on a non-binding advisory basis Mgmt Against Against a proposal to authorize the New ESS Board to issue any or all shares of New ESS Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New ESS Board and as may be permitted by the Delaware General Corporation Law. 3C. To approve on a non-binding advisory basis Mgmt Against Against a proposal to provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless New ESS consents in writing to the selection of an alternative forum. 3D. To approve on a non-binding advisory basis Mgmt Against Against a proposal to remove provisions in STWO's current Existing Governing Documents related to our status as a blank check company that will no longer apply upon the consummation of the Business Combination. 4. The Election of Directors Proposal - To Mgmt Against Against approve by ordinary resolution that nine (9) directors be elected to serve on the New ESS Board. 5. The Equity Incentive Plan Proposal - To Mgmt Against Against approve by ordinary resolution the adoption of the ESS Tech, Inc. 2021 Equity Incentive Plan, a copy of which is attached to the proxy statement/prospectus/information statement as Annex D. 6. The Nasdaq Proposal - To approve by as an Mgmt Against Against ordinary resolution, that for the purposes of complying with the applicable provisions of the Nasdaq, the issuance of shares of New ESS Common Stock in connection with the Business Combination. 7. The Employee Stock Purchase Plan Proposal - Mgmt Against Against To approve by ordinary resolution the adoption of the ESS Tech, Inc. 2021 Employee Stock Purchase Plan established to be effective upon Closing. 8. The Adjournment Proposal - To approve by Mgmt Against Against ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus/information statement is provided to STWO shareholders, (B) in order to solicit additional proxies from STWO shareholders in favor of one or more of the proposals at the extraordinary general meeting or (C) if STWO shareholders ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- ADAPTHEALTH CORP. Agenda Number: 935472299 -------------------------------------------------------------------------------------------------------------------------- Security: 00653Q102 Meeting Type: Annual Meeting Date: 27-Jul-2021 Ticker: AHCO ISIN: US00653Q1022 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Terence Connors Mgmt Withheld Against Joshua Parnes Mgmt For For Ted Lundberg Mgmt For For David Williams III Mgmt For For 2. Ratification of Appointment of KPMG LLP - Mgmt For For To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. 3. Amendment and Restatement of Second Amended Mgmt For For and Restated Certificate of Incorporation - To approve the amendment and restatement of our Second Amended and Restated Certificate of Incorporation. 4. Amendment and Restatement of 2019 Stock Mgmt For For Incentive Plan - To approve the amendment and restatement of the 2019 Stock Incentive Plan. -------------------------------------------------------------------------------------------------------------------------- ADAPTHEALTH CORP. Agenda Number: 935647632 -------------------------------------------------------------------------------------------------------------------------- Security: 00653Q102 Meeting Type: Annual Meeting Date: 22-Jun-2022 Ticker: AHCO ISIN: US00653Q1022 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Brad Coppens Mgmt Withheld Against Susan Weaver Mgmt Withheld Against Dale Wolf Mgmt Withheld Against 2. Ratification of Appointment of KPMG LLP - Mgmt For For To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. Say-on-Pay - Non-binding advisory vote to Mgmt For For approve the compensation paid to AdaptHealth's named executive officers. 4. Say-on-Frequency - Non-binding advisory Mgmt 1 Year For vote to approve the frequency of a non-binding advisory vote on the compensation paid to AdaptHealth's named executive officers. -------------------------------------------------------------------------------------------------------------------------- ADTHEORENT HOLDING COMPANY, INC. Agenda Number: 935605836 -------------------------------------------------------------------------------------------------------------------------- Security: 00739D109 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: ADTH ISIN: US00739D1090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Ben Tatta Mgmt For For John Black Mgmt Withheld Against Danielle Qi Mgmt For For 2. Ratify the selection of BDO USA, LLP as the Mgmt For For Company's independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- ADVANTAGE SOLUTIONS INC. Agenda Number: 935626450 -------------------------------------------------------------------------------------------------------------------------- Security: 00791N102 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: ADV ISIN: US00791N1028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: James M. Kilts Mgmt Withheld Against 1.2 Election of Director: Robin Manherz Mgmt For For 1.3 Election of Director: Adam Nebesar Mgmt For For 1.4 Election of Director: Deborah Poole Mgmt For For 2. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. To approve, on an advisory (non-binding) Mgmt For For basis, the compensation of the Company's named executive officers. -------------------------------------------------------------------------------------------------------------------------- ADVENT TECHNOLOGIES HOLDINGS, INC. Agenda Number: 935620585 -------------------------------------------------------------------------------------------------------------------------- Security: 00788A105 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: ADN ISIN: US00788A1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Lawrence Epstein Mgmt For For Wayne Threatt Mgmt For For 2. Ratify the appointment of Ernst & Young Mgmt For For (Hellas) Certified Auditors Accountants S.A. as Advent Technologies Holdings, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- AERSALE CORPORATION Agenda Number: 935634091 -------------------------------------------------------------------------------------------------------------------------- Security: 00810F106 Meeting Type: Annual Meeting Date: 15-Jun-2022 Ticker: ASLE ISIN: US00810F1066 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Nicolas Finazzo Mgmt Against Against 1b. Election of Director: Robert B. Nichols Mgmt Against Against 1c. Election of Director: Sai S. Devabhaktuni Mgmt For For 1d. Election of Director: General C. Robert Mgmt For For Kehler 1e. Election of Director: Michael Kirton Mgmt Against Against 1f. Election of Director: Peter Nolan Mgmt Against Against 1g. Election of Director: Jonathan Seiffer Mgmt Against Against 1h. Election of Director: Richard J. Townsend Mgmt For For 1i. Election of Director: Eric J. Zahler Mgmt For For 2. Ratification of the appointment of Grant Mgmt For For Thornton LLP as the Company's independent registered public accounting firm. -------------------------------------------------------------------------------------------------------------------------- AEYE, INC. Agenda Number: 935579500 -------------------------------------------------------------------------------------------------------------------------- Security: 008183105 Meeting Type: Annual Meeting Date: 10-May-2022 Ticker: LIDR ISIN: US0081831051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Timothy J. Dunn Mgmt For For 1B. Election of Director: Wen H. Hsieh Mgmt Withheld Against 1C. Election of Director: Sue Zeifman Mgmt For For 2. Ratification of 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, 2022. 3. To approve the adoption of the AEye, Inc. Mgmt Against Against 2022 Employee Stock Purchase Plan. -------------------------------------------------------------------------------------------------------------------------- AGILETHOUGHT, INC. Agenda Number: 935632150 -------------------------------------------------------------------------------------------------------------------------- Security: 00857F100 Meeting Type: Annual Meeting Date: 18-May-2022 Ticker: AGIL ISIN: US00857F1003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Gerardo Benitez Pelaez Mgmt Withheld Against Roberto Langenauer Mgmt Withheld Against Mauricio Garduno Mgmt Withheld Against 2. To ratify the appointment of KPMG LLP as Mgmt For For the AgileThought, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- AIRSCULPT TECHNOLOGIES, INC. Agenda Number: 935582343 -------------------------------------------------------------------------------------------------------------------------- Security: 009496100 Meeting Type: Annual Meeting Date: 11-May-2022 Ticker: AIRS ISIN: US0094961002 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Daniel Sollof Mgmt Against Against 1.2 Election of Director: Pamela Netzky Mgmt Against Against 2. The ratification of the appointment of Mgmt For For Grant Thornton as our independent registered public accounting firm for Fiscal 2022. -------------------------------------------------------------------------------------------------------------------------- AIRSPAN NETWORKS HOLDINGS INC. Agenda Number: 935644802 -------------------------------------------------------------------------------------------------------------------------- Security: 00951K104 Meeting Type: Annual Meeting Date: 21-Jun-2022 Ticker: MIMO ISIN: US00951K1043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Mathew Oommen Mgmt Withheld Against Divya Seshamani Mgmt For For Eric D. Stonestrom Mgmt Withheld Against 2. Approval of the Airspan Networks Holdings Mgmt For For Inc. Amended and Restated 2021 Stock Incentive Plan. 3. Ratification of the appointment of Grant Mgmt For For Thornton LLP as the Company's independent registered public accounting firm for the 2022 fiscal year. -------------------------------------------------------------------------------------------------------------------------- AJAX I Agenda Number: 935479178 -------------------------------------------------------------------------------------------------------------------------- Security: G0190X100 Meeting Type: Annual Meeting Date: 18-Aug-2021 Ticker: AJAX ISIN: KYG0190X1007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - to Mgmt Against Against consider and vote upon a proposal to approve, as an Ordinary Resolution, the business combination described in the accompanying proxy statement/prospectus (the "Business Combination" and such proposal, the "business combination proposal"), including the Business Combination Agreement, dated as of March 29, 2021, as amended by the First Amendment thereto, dated as of May 14, 2021 (as the same may be further amended, supplemented or otherwise ...(due to space limits, see proxy statement for full proposal). 2. The Share Issuance Proposal - to consider Mgmt Against Against and vote upon a proposal to approve, as an Ordinary Resolution, for the purposes of complying with the applicable listing rules of the New York Stock Exchange (the "NYSE"), the issuance of Listco Class C Shares to Cazoo Shareholders (and the Listco Class A Shares resulting from any conversion thereof) in connection with the Business Combination and the Listco Class A Shares in connection with the PIPE Investment (as defined in the accompanying proxy statement/prospectus). 3. The Incentive Equity Plan Proposal - to Mgmt Against Against consider and vote upon a proposal to approve, as an Ordinary Resolution, the Capri Listco 2021 Incentive Equity Plan (the "Listco Incentive Equity Plan"), which will become effective on the Closing Date and will be used by Listco following the Closing. A copy of the Listco Incentive Equity Plan is attached to an amendment to the accompanying proxy statement/prospectus as Annex C. 4. The Adjournment Proposal - to consider and Mgmt Against Against vote upon a proposal to approve, as an Ordinary Resolution, the adjournment of the meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if Ajax is unable to consummate the Business Combination. -------------------------------------------------------------------------------------------------------------------------- ALIGHT, INC. Agenda Number: 935614140 -------------------------------------------------------------------------------------------------------------------------- Security: 01626W101 Meeting Type: Annual Meeting Date: 01-Jun-2022 Ticker: ALIT ISIN: US01626W1018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Erika Meinhardt Mgmt Against Against 1b. Election of Director: Regina M. Paolillo Mgmt Against Against 2. To ratify the appointment of Ernst & Young Mgmt For For LLP as our independent registered public accounting firm for 2022. 3. To approve, on an advisory (non-binding) Mgmt For For basis, the 2021 compensation paid to our named executive officers. 4. To approve, on an advisory (non-binding) Mgmt 1 Year For basis, the frequency of future advisory votes on the compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- ALKURI GLOBAL ACQUISITION CORP. Agenda Number: 935503361 -------------------------------------------------------------------------------------------------------------------------- Security: 66981N103 Meeting Type: Special Meeting Date: 20-Oct-2021 Ticker: KURI ISIN: US66981N1037 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination proposal - to Mgmt Against Against consider and vote upon a proposal to approve and adopt the merger agreement, by and among Alkuri, Babylon Holdings Limited, Liberty USA Merger Sub, Inc., and, solely for purposes of Section 1.08 of the Merger Agreement, each of Alkuri Sponsors LLC and Dr. Ali Parsadoust, pursuant to which, among other things, Merger Sub will merger with and into Alkuri, with Alkuri continuing as the surviving corporation and a wholly owned subsidiary of Babylon (the "Business Combination"). 2. The Equity Plans Proposal - to consider and Mgmt Against Against vote upon a proposal to approve the Babylon 2021 Equity Incentive Plan. 3. The Adjournment Proposal - to consider and Mgmt Against Against vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, if the parties are not able to consummate the Business Combination. -------------------------------------------------------------------------------------------------------------------------- ALTA EQUIPMENT GROUP INC. Agenda Number: 935633734 -------------------------------------------------------------------------------------------------------------------------- Security: 02128L106 Meeting Type: Annual Meeting Date: 09-Jun-2022 Ticker: ALTG ISIN: US02128L1061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Ryan Greenawalt Mgmt Withheld Against 1.2 Election of Director: Zachary Savas Mgmt Withheld Against 1.3 Election of Director: Andrew Studdert Mgmt Withheld Against 2. Ratify the appointment of UHY LLP as our Mgmt For For independent registered public accounting firm for 2022. 3. Approve, in non-binding advisory vote, the Mgmt For For compensation paid to our named executive officers 4. Determine, in a non-binding advisory vote, Mgmt 1 Year For whether a non-binding advisory stockholder vote to approve the compensation paid to named executive officers should occur every one, two, or three years 5. Approve the Alta Equipment Group, Inc. 2022 Mgmt Against Against Employee Stock Purchase Plan -------------------------------------------------------------------------------------------------------------------------- ALTIMAR ACQUISITION CORP. II Agenda Number: 935531764 -------------------------------------------------------------------------------------------------------------------------- Security: G03709105 Meeting Type: Special Meeting Date: 21-Dec-2021 Ticker: ATMR ISIN: KYG037091058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - Mgmt Against Against RESOLVED, as an ordinary resolution, that Altimar II's entry into the Business Combination Agreement, dated as of July 15, 2021, and as subsequently amended on November 16, 2021, by and among Altimar II, Fathom Holdco, LLC and the other parties thereto (in the form attached to the proxy statement/prospectus as Annex C), and the transactions contemplated by the Business Combination Agreement (the "Business Combination") be confirmed, ratified and approved in all respects. 2. The Domestication Proposal - RESOLVED, as a Mgmt Against Against special resolution, that Altimar II be de-registered in the Cayman Islands pursuant to Article 49 of the Amended and Restated Memorandum and Articles of Association of Altimar II (annexed to the prospectus/proxy statement as Annex K, the "Existing Organizational Documents") and be registered by way of continuation as a corporation in the State of Delaware and conditional upon, and with effect from, the registration of ... (due to space limits, see proxy statement for full proposal). 3. The Organizational Documents Proposal - Mgmt Against Against RESOLVED, as a special resolution, that the Existing Organizational Documents be amended and restated by their deletion and replacement in their entirety with the certificate of incorporation (the "Proposed Charter") and bylaws of Fathom (annexed to the prospectus/proxy statement as Annex A and Annex B, respectively), which be approved and adopted as the certificate of incorporation and bylaws, respectively, of Fathom, effective upon the effectiveness of the Domestication. 4A. Advisory Charter Proposal 4A - RESOLVED, as Mgmt Against Against a special resolution, on a non-binding advisory basis, to decrease the authorized share capital from 555,000,000 shares divided into 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preferred shares, par value $0.0001 per share, to authorized capital stock of 500,000,000 shares, consisting of (i) 300,000,000 shares of Class A common stock, ...(due to space limits, see proxy statement for full proposal). 4B. Advisory Charter Proposal 4B - RESOLVED, as Mgmt Against Against a special resolution, on a non-binding advisory basis, to provide that the Proposed Charter may be amended, altered or repealed, or any provision of the Proposed Charter inconsistent therewith may be adopted, by (i) in the case of Articles 5, 6, 7, 10 and 11 of the Proposed Charter, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of all the then outstanding shares of stock entitled to vote, voting together as ...(due to space limits, see proxy statement for full proposal). 4C. Advisory Charter Proposal 4C - RESOLVED, as Mgmt Against Against a special resolution, on a non-binding advisory basis, to provide for (i) the election of directors by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors or, in the event that holders of any class or series of capital stock are entitled to elect one or more directors, a plurality of the votes cast by such holders, (ii) the filling of ...(due to space limits, see proxy statement for full proposal). 4D. Advisory Charter Proposal 4D - RESOLVED, as Mgmt Against Against a special resolution, on a non-binding advisory basis, to elect not to be governed by Section 203 of the General Corporation Law of the State of Delaware. 4E. Advisory Charter Proposal 4E - RESOLVED, as Mgmt Against Against a special resolution, on a non-binding advisory basis, that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims. 4F. Advisory Charter Proposal 4F - RESOLVED, as Mgmt Against Against a special resolution, on a non-binding advisory basis, that each holder of record of Class A common stock, Class B common stock and Class C common stock (solely prior to the automatic conversion thereof to shares of Class A common stock as a result of the Business Combination) shall be entitled to one vote per share on all matters which stockholders generally are entitled to vote. 4G. Advisory Charter Proposal 4G - RESOLVED, as Mgmt Against Against a special resolution, on a non-binding advisory basis, that subject to the rights of the holders of Preferred Stock and to the other provisions of applicable law and the Proposed Charter, the holders of shares of Class A common stock and, solely prior to the automatic conversion thereof upon and as a result of the Business Combination, holders of Class C common stock, in each case shall be entitled to receive ratably in proportion to the ...(due to space limits, see proxy statement for full proposal). 4H. Advisory Charter Proposal 4H - RESOLVED, as Mgmt Against Against a special resolution, on a non-binding advisory basis, to eliminate various provisions in the Existing Organizational Documents applicable only to blank check companies, including the provisions requiring that Altimar II have net tangible assets of at least $5,000,001 immediately prior to, or upon such consummation of, a business combination. 5. The Stock Issuance Proposal - RESOLVED, as Mgmt Against Against an ordinary resolution, that, for the purposes of complying with the applicable New York Stock Exchange ("NYSE") listing rules, the issuance of shares of Class A common stock of Fathom to the PIPE Investors pursuant to the PIPE Subscription Agreements (as defined in the proxy statement/prospectus) be confirmed, ratified and approved in all respects. 6. The Business Combination Issuance Proposal Mgmt Against Against - RESOLVED, as an ordinary resolution, that, for the purposes of complying with the applicable listing rules of the NYSE (including any rules applicable to a "change of control"), the issuance of shares of Class A common stock, Class B common stock and Class C common stock (i) pursuant to the terms of the Business Combination Agreement, (ii) upon the exchange of New Fathom Units pursuant to the Fathom Operating Agreement (annexed to the proxy ...(due to space limits, see proxy statement for full proposal). 7. The Equity Incentive Plan Proposal - Mgmt Against Against RESOLVED, as an ordinary resolution, that the Fathom 2021 Omnibus Plan (annexed to the proxy statement/prospectus as Annex H) be approved and adopted in all respects. 8. The ESPP Proposal - RESOLVED, as an Mgmt Against Against ordinary resolution, that the Fathom 2021 Employee Stock Purchase Plan (annexed to the proxy statement/prospectus as Annex I) be approved and adopted in all respects. 9. The Adjournment Proposal - RESOLVED, as an Mgmt Against Against ordinary resolution, that the adjournment of the EGM to a later date or dates to be determined by the chairman of the EGM, if necessary, to permit further solicitation and vote of proxies be confirmed, ratified and approved in all respects. -------------------------------------------------------------------------------------------------------------------------- ALTIMETER GROWTH CORP Agenda Number: 935525545 -------------------------------------------------------------------------------------------------------------------------- Security: G0370L108 Meeting Type: Special Meeting Date: 30-Nov-2021 Ticker: AGC ISIN: KYG0370L1086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - Mgmt For For RESOLVED, as an ordinary resolution, that the business combination contemplated by the Business Combination Agreement, dated as of April 12, 2021 (as it may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Grab Holdings Limited (formerly known as J1 Holdings Inc.), an exempted company limited by shares incorporated under the laws of the Cayman Islands ("GHL"), Altimeter Growth Corp. ("AGC"), ...(due to space limits, see proxy material for full proposal). 2. The Initial Merger Proposal - RESOLVED, as Mgmt For For a special resolution, that AGC be and is hereby authorized to merge with and into AGC Merger Sub so that AGC Merger Sub be the surviving company and all the undertaking, property and liabilities of AGC vest in AGC Merger Sub by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands; RESOLVED, as a special resolution, that the Business Combination Agreement and the plan of merger in the form annexed as Exhibit I to the Business ...(due to space limits, see proxy material for full proposal). 3A. The Governing Documents Proposal - Proposal Mgmt Against Against A - RESOLVED, as a special resolution, to approve in all respects the effective change in authorized share capital from (i) the share capital of AGC of $22,100 divided into 200,000,000 AGC Class A ordinary shares ("AGC Class A Ordinary Shares") of a par value of $0.0001 each, 20,000,000 AGC Class B ordinary shares of a par value of $0.0001 each and 1,000,000 preference shares of a par value of $0.0001 each to (ii) the share capital of GHL of 50,000,000,000 ...(due to space limits, see proxy material for full proposal). 3B. The Governing Documents Proposal - Proposal Mgmt Against Against B - RESOLVED, as a special resolution, to approve in all respects the effective change in voting power in respect of the AGC Class A Ordinary Shares given that, following the consummation of the Business Combination each GHL Class A Ordinary Share will be entitled to one (1) vote per share (consistent with the AGC Class A Ordinary Shares) compared with each GHL Class B Ordinary Share being entitled to forty-five (45) votes per share, which change will ...(due to space limits, see proxy material for full proposal). 3C. The Governing Documents Proposal - Proposal Mgmt Against Against C - RESOLVED, as a special resolution, to approve in all respects the change in rights that holders of AGC Class A Ordinary Shares hold in respect of increasing the number of directors, in that the number of directors of GHL may be increased from time to time up to nine directors solely with the approval of a majority of the Class B ordinary Shares voting as a separate class without the approval of the holders of GHL Class A Ordinary Share, whereas ...(due to space limits, see proxy material for full proposal). 3D. The Governing Documents Proposal - Proposal Mgmt Against Against D - RESOLVED, as a special resolution, to approve in all respects the effective change in quorum requirements applicable to shareholder meetings from (i) the holders of a majority of the AGC Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum for a general meeting of AGC to (ii) one or more shareholders holding not less than an aggregate ...(due to space limits, see proxy material for full proposal). 3E. The Governing Documents Proposal - Proposal Mgmt For For E - RESOLVED, as a special resolution, to authorize all other changes in connection with the effective replacement of AGC's amended and restated memorandum and articles with GHL's amended and restated memorandum and articles effective as of the consummation of the Business Combination, including changing the name from AGC to GHL, and removing certain provisions relating to AGC's status as a blank check company that will no longer be applicable to ...(due to space limits, see proxy material for full proposal). 4. The Adjournment Proposal - RESOLVED, as an Mgmt For For ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the chairman of the Extraordinary General Meeting, is hereby confirmed, ratified and approved in all respects. -------------------------------------------------------------------------------------------------------------------------- ALTITUDE ACQUISITION CORP. Agenda Number: 935652710 -------------------------------------------------------------------------------------------------------------------------- Security: 02156Y103 Meeting Type: Special Meeting Date: 10-Jun-2022 Ticker: ALTU ISIN: US02156Y1038 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To amend (the "Extension Amendment") the Mgmt For For Company's Amended and Restated Certificate of Incorporation (our "charter") to extend the date by which the Company must consummate a business combination (as defined below) (the "Extension") from June 11, 2022 (the date which is 18 months from the closing date of the Company's initial public offering of our units (the "IPO")) to October 11, 2022 (the date which is 22 months from the closing date of the IPO) (the "Extended Date"). 2. A proposal to approve the adjournment of Mgmt For For the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension. -------------------------------------------------------------------------------------------------------------------------- ALTUS POWER, INC. Agenda Number: 935594778 -------------------------------------------------------------------------------------------------------------------------- Security: 02217A102 Meeting Type: Annual Meeting Date: 23-May-2022 Ticker: AMPS ISIN: US02217A1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Richard N. Peretz Mgmt For For Sharon R. Daley Mgmt For For Sarah E. Coyne Mgmt For For 2. Ratification of independent registered Mgmt For For public accounting firm. -------------------------------------------------------------------------------------------------------------------------- APOLLO STRATEGIC GROWTH CAPITAL Agenda Number: 935649218 -------------------------------------------------------------------------------------------------------------------------- Security: G0411R106 Meeting Type: Special Meeting Date: 25-May-2022 Ticker: APSG ISIN: KYG0411R1065 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Domestication Proposal - to consider Mgmt Against Against and vote upon a proposal to approve by special resolution under Cayman Islands law, assuming the Business Combination Proposal is approved and adopted, the change of APSG's jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication" and such proposal, the "Domestication Proposal"). 2. The Amendment Proposal - to consider and Mgmt Against Against vote upon a proposal to approve by special resolution under Cayman Islands law, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the Acquiror Delaware Certificate, which, if approved, would take effect substantially concurrently with the Closing; 2A through 2K - The Unbundling Precatory Proposals - to approve, on a non-binding advisory basis, certain governance provisions in the Acquiror Delaware Certificate, ...(due to space limits, see proxy material for full proposal). 2a. To increase the authorized share capital Mgmt Against Against from 361,000,000 shares consisting of 300,000,000 Acquiror Class A Ordinary Shares, 60,000,000 Acquiror Class B Ordinary Shares, and 1,000,000 undesignated preferred shares, par value $0.00005 per share, to authorized capital stock of shares, consisting of (i) 3,000,000,000 shares of Domesticated Acquiror Class A Common Stock, (ii) 3,000,000,000 shares of Domesticated Acquiror Class B Common Stock, (iii) 20,420,250 shares of Domesticated Acquiror ...(due to space limits, see proxy material for full proposal). 2b. To provide that the Acquiror Delaware Mgmt Against Against Certificate may be amended, altered or repealed by the affirmative vote of the holders of at least 66 2/3% of all the then outstanding shares of stock entitled to vote, voting together as a single class in addition to any other vote required by the Acquiror Delaware Certificate or otherwise required by law. 2c. To provide that (i) each holder of record Mgmt Against Against of Domesticated Acquiror Class A Common Stock, Domesticated Acquiror Class B Common Stock and Domesticated Acquiror Class X Common Stock (solely prior to the automatic conversion thereof to shares of Domesticated Acquiror Class A Common Stock upon the Closing) will be entitled to vote on the election or removal of directors, voting together as a single class, (ii) any vacancy on the board of directors shall be filled by the affirmative ...(due to space limits, see proxy material for full proposal). 2d. To elect not to be governed by Section 203 Mgmt Against Against of the DGCL. 2e. To provide that the Court of Chancery of Mgmt Against Against the State of Delaware or, if such court does not have subject matter jurisdiction, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims. 2f. To provide that each holder of record of Mgmt Against Against Domesticated Acquiror Class A Common Stock, Domesticated Acquiror Class B Common Stock and Domesticated Acquiror Class X Common Stock (solely prior to the automatic conversion thereof to shares of Domesticated Acquiror Class A Common Stock upon the Closing) be entitled to one vote per share on all matters which stockholders generally are entitled to vote. 2g. To provide that subject to applicable law Mgmt Against Against and the rights of any holders of outstanding Preferred Stock, (i) each holder of Domesticated Acquiror Class A Common Stock, Domesticated Acquiror Class X Common Stock (solely prior to the automatic conversion thereof to shares of Domesticated Acquiror Class A Common Stock upon the Closing) and Class A-1 Preferred Stock shall be entitled to receive, ratably with the other participating shares, such dividends and other distributions as ...(due to space limits, see proxy material for full proposal). 2h. To eliminate various provisions in the Mgmt Against Against Existing Organizational Documents applicable only to blank check companies, including the provisions requiring that APSG have net tangible assets of at least $5,000,001 immediately prior to, or upon such consummation of, a business combination. 2i. To restrict holders of Domesticated Mgmt Against Against Acquiror Class B Common Stock from transferring their shares of Domesticated Acquiror Class B Common Stock unless such holder also transfers an equal number of Opco B Ordinary Shares in accordance with the GBT Amended & Restated M&A. 2j. To allow PubCo, subject to the terms of the Mgmt Against Against Business Combination Agreement, the Acquiror Delaware Certificate and the Acquiror Delaware Bylaws, to take all such actions as are contemplated by the Business Combination Agreement to cause the issuance of its equity securities as called for by the Egencia Equity Contribution Agreement and in accordance with the Acquiror Delaware Certificate, including any issuances, redemptions and cancellations and/or adjustments for no consideration. 2k. To require PubCo to issue, reserve for Mgmt Against Against issuance, cancel and/or redeem certain of its equity securities in accordance with the terms of the Exchange Agreement. 3. The Business Combination Proposal - to Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law and adopt, assuming the Domestication Proposal and Amendment Proposal are approved, the Business Combination Agreement (as amended from time to time, the "Business Combination Agreement"), dated as of December 2, 2021, by and between APSG and GBT Jersey Co Limited, a company limited by shares incorporated under the laws of Jersey ("GBT"), and the ...(due to space limits, see proxy material for full proposal). 4. The Issuance Proposal - to consider and Mgmt Against Against vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Amendment Proposal and the Business Combination Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the New York Stock Exchange, the issuance of Domesticated Acquiror Class A Common Stock to the PIPE Investors (as defined below) pursuant to the PIPE Subscription Agreements (as defined below) (the "Issuance Proposal"). 5. The Equity Incentive Plan Proposal - to Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Amendment Proposal, the Business Combination Proposal and the Issuance Proposal are approved and adopted, the Global Business Travel Group, Inc. 2022 Equity Incentive Plan, a copy of which is attached to the enclosed proxy statement/ prospectus as Annex E (the "Equity Incentive Plan Proposal"). 6. The ESPP Proposal - to consider and vote Mgmt Against Against upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Amendment Proposal, the Business Combination Proposal, the Issuance Proposal, and the Equity Incentive Plan Proposal are approved and adopted, the Global Business Travel Group, Inc. Employee Stock Purchase Plan (the "ESPP"), a copy of which is attached to the enclosed proxy statement/prospectus as Annex F (the "ESPP Proposal" and, ...(due to space limits, see proxy material for full proposal). 7. The Adjournment Proposal - if put to the Mgmt Against Against meeting, to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the proxies held at the time of the Special Meeting, any of the Condition Precedent Proposals would not be duly approved and adopted by our shareholders or we determine that one or more of the closing ...(due to space limits, see proxy material for full proposal). -------------------------------------------------------------------------------------------------------------------------- APPHARVEST, INC. Agenda Number: 935581062 -------------------------------------------------------------------------------------------------------------------------- Security: 03783T103 Meeting Type: Annual Meeting Date: 13-May-2022 Ticker: APPH ISIN: US03783T1034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Jonathan Webb Mgmt For For David Lee Mgmt For For Kiran Bhatraju Mgmt Withheld Against Ciara A. Burnham Mgmt Withheld Against Greg Couch Mgmt Withheld Against Anna Mason Mgmt Withheld Against R. Geof Rochester Mgmt For For Martha Stewart Mgmt Withheld Against Patrick Halfmann Mgmt For For J. Kevin Willis 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 our independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. To hold a non-binding advisory vote on the Mgmt 1 Year For frequency of future non-binding advisory votes on the compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- ARBE ROBOTICS LTD Agenda Number: 935672483 -------------------------------------------------------------------------------------------------------------------------- Security: M1R95N100 Meeting Type: Annual Meeting Date: 16-Jun-2022 Ticker: ARBE ISIN: IL0011796625 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a Election of Class 1 Director for a term of Mgmt No vote three years until the Company's annual general meeting of shareholders to be held in 2025: Ehud Levy 1b Election of Class 1 Director for a term of Mgmt No vote three years until the Company's annual general meeting of shareholders to be held in 2025: Noam Arkind 1c Election of Class 1 Director for a term of Mgmt No vote three years until the Company's annual general meeting of shareholders to be held in 2025: Alexander Hitzinger 2a To approve the compensation terms of the Mgmt No vote Company's current and future Non-Executive Directors. 2b To approve the compensation terms of the Mgmt No vote Company's industry expert director, Mr. Thilo Koslowski. 2c To approve the compensation terms of the Mgmt No vote Company's industry expert director, Mr. Alexander Hitzinger. 3a To approve the employment and remuneration Mgmt No vote terms, including the monthly base salary, the equity-based award and the special cash bonus, of Mr. Kobi Marenko, the Company's Chief Executive Officer. 3a1 Are you a Controlling Shareholder in the Mgmt No vote Company, or do you have a Personal Interest in the approval of Proposal No. 3(a)? If you do not state whether or not you are a Controlling Shareholder or do not confirm whether or not you have Personal Interest, your shares will not be voted on Proposal No. 3(a). Mark "for" = yes or "against" = no. 3b To approve the employment and remuneration Mgmt No vote terms, including the monthly base salary, the equity-based award and the special cash bonus, of Dr. Noam Arkind, the Company's Chief Technology Officer. 4 To ratify and approve the appointment of Mgmt No vote Somekh Chaikin as independent auditors of the Company for the year ending December 31, 2022, and to ratify and approve that the Board of Directors is authorized to approve their compensation. -------------------------------------------------------------------------------------------------------------------------- ARCHAEA ENERGY INC. Agenda Number: 935589272 -------------------------------------------------------------------------------------------------------------------------- Security: 03940F103 Meeting Type: Annual Meeting Date: 18-May-2022 Ticker: LFG ISIN: US03940F1030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR J. Kyle Derham Mgmt Withheld Against Dr. Kathryn Jackson Mgmt For For Scott Parkes Mgmt Withheld Against 2. Ratification of the appointment of KPMG LLP Mgmt For For as our independent auditors for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- ARCHER AVIATION INC. Agenda Number: 935625597 -------------------------------------------------------------------------------------------------------------------------- Security: 03945R102 Meeting Type: Annual Meeting Date: 10-Jun-2022 Ticker: ACHR ISIN: US03945R1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Deborah Diaz Mgmt For For Fred Diaz Mgmt Withheld Against 2. Approve the proposed Amended and Restated Mgmt Against Against 2021 Equity Incentive Plan. 3. Ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- ARDAGH METAL PACKAGING S.A. Agenda Number: 935608008 -------------------------------------------------------------------------------------------------------------------------- Security: L02235106 Meeting Type: Annual Meeting Date: 19-May-2022 Ticker: AMBP ISIN: LU2369833749 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Consider the reports of the Board of Mgmt For For Directors of the Company and the report of the statutory auditor (reviseur d'entreprises agree) on the Company's consolidated financial statements for the financial year ended December 31, 2021 and approve the Company's consolidated financial statements for the financial year ended December 31, 2021. 2. Consider the report of the statutory Mgmt For For auditor (reviseur d'entreprises agree) on the Company's annual accounts for the financial year ended December 31, 2021 and approve the Company's annual accounts for the financial year ended December 31, 2021. 3. Resolve to carry forward the profit for the Mgmt For For year ended December 31, 2021. 4. Ratify the appointment by the Board of Mgmt For For Directors of the Company on October 26, 2021 of Mr. John Sheehan as Class II Director of the Company to fill a vacancy on the Board until the 2022 annual general meeting of shareholders. 5. Grant discharge (quitus) to all members of Mgmt For For the Board of Directors of the Company who were in office during the financial year ended December 31, 2021 for the proper performance of their duties. 6a. Re-elect Mr. Yves Elsen, as Class I Mgmt For For Director until the 2025 annual general meeting of shareholders. 6b. Re-elect Mr. Damien O'Brien, as Class I Mgmt For For Director until the 2025 annual general meeting of shareholders. 6c. Re-elect Mr. Hermanus Troskie, as Class I Mgmt Against Against Director until the 2025 annual general meeting of shareholders. 6d. Re-elect Mr. John Sheehan, as Class II Mgmt For For Director until the 2023 annual general meeting of shareholders. 7. Approve the aggregate amount of the Mgmt Against Against directors' remuneration. 8. Appoint PricewaterhouseCoopers Societe Mgmt For For cooperative as statutory auditor (reviseur d'entreprises agree) of the Company for the period ending at the 2023 annual general meeting of shareholders. -------------------------------------------------------------------------------------------------------------------------- ARKO CORP Agenda Number: 935627212 -------------------------------------------------------------------------------------------------------------------------- Security: 041242108 Meeting Type: Annual Meeting Date: 07-Jun-2022 Ticker: ARKO ISIN: US0412421085 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Sherman K. Edmiston III Mgmt For For Starlette B. Johnson Mgmt For For Morris Willner Mgmt For For 2. Approval of a non-binding advisory Mgmt For For resolution regarding the compensation of our named executive officers. 3. Approval of the amendment to our Amended Mgmt For For and Restated Certificate of Incorporation to eliminate the classification of our Board of Directors. 4. To ratify the appointment of GRANT THORNTON Mgmt For For LLP as our independent registered public accounting firm for the 2022 fiscal year. -------------------------------------------------------------------------------------------------------------------------- ARRIVAL Agenda Number: 935657277 -------------------------------------------------------------------------------------------------------------------------- Security: L0423Q108 Meeting Type: Annual Meeting Date: 03-Jun-2022 Ticker: ARVL ISIN: LU2314763264 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To receive the report of the approved Mgmt For For statutory auditor of the Company on the annual accounts as at 31 December 2021. 2. To approve the consolidated management Mgmt For For report and the consolidated audit report of the Company on the annual accounts as at 31 December 2021. 3. To approve the annual accounts for the year Mgmt For For ended 31 December 2021. 4. To allocate the result of the year ended 31 Mgmt For For December 2021. 5. To approve the consolidated accounts as at Mgmt For For 31 December 2021. 6. To approve the remuneration of the Mgmt For For directors of the Company. 7. To approve the appointment by the board of Mgmt Against Against directors of the Company of Yunseong Hwang as class A director in replacement of Jae Chang Oh. 8. To grant discharge to the directors and to Mgmt For For the approved statutory auditor of the Company. 9. To re-appoint Frank Peter Cuneo and Yun Mgmt Against Against Seong Hwang as class A directors of the Company, whose mandate ends following the annual general meeting which will approve the annual accounts for the period ended on 31 December 2021, for the period to end on 31 December 2024. 10. To re-appoint the current approved Mgmt For For statutory auditor of the Company. -------------------------------------------------------------------------------------------------------------------------- ARRIVAL Agenda Number: 935657289 -------------------------------------------------------------------------------------------------------------------------- Security: L0423Q211 Meeting Type: Annual Meeting Date: 03-Jun-2022 Ticker: ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To abolish the nominal value of all shares Mgmt For For issued by the Company, so that the value of each share will forthwith be its accounting par value. 2. To change the currency of the issued Mgmt For For capital of the Company from euro to United States dollars by applying the EUR/USD exchange rate published on the website of the European Central Bank on 2 June 2022 (the "Exchange Rate"). 3. To convert the existing issued capital Mgmt For For amounting to sixty-five million seven hundred sixty-six thousand one hundred seven euro and seventy cent (EUR 65,766,107.70) into its equivalent amount in United States dollars as per the Exchange Rate, rounded down to the nearest cent. 4. To convert the existing authorised capital Mgmt For For of the Company (including the issued share capital) amounting to two hundred seventy million euro (EUR 270,000,000.-) into its equivalent amount in United States dollars as per the Exchange Rate, rounded down to the nearest cent. 5. To amend the first paragraph of article 5 Mgmt For For and the first paragraph of article 6 of the articles of association of the Company, in order to reflect the foregoing items of the agenda. -------------------------------------------------------------------------------------------------------------------------- ARRIVAL Agenda Number: 935666442 -------------------------------------------------------------------------------------------------------------------------- Security: L0423Q108 Meeting Type: Annual Meeting Date: 03-Jun-2022 Ticker: ARVL ISIN: LU2314763264 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To receive the report of the approved Mgmt For For statutory auditor of the Company on the annual accounts as at 31 December 2021. 2. To approve the consolidated management Mgmt For For report and the consolidated audit report of the Company on the annual accounts as at 31 December 2021. 3. To approve the annual accounts for the year Mgmt For For ended 31 December 2021. 4. To allocate the result of the year ended 31 Mgmt For For December 2021. 5. To approve the consolidated accounts as at Mgmt For For 31 December 2021. 6. To approve the remuneration of the Mgmt For For directors of the Company. 7. To approve the appointment by the board of Mgmt Against Against directors of the Company of Yunseong Hwang as class A director in replacement of Jae Chang Oh. 8. To grant discharge to the directors and to Mgmt For For the approved statutory auditor of the Company. 9. To re-appoint Frank Peter Cuneo and Yun Mgmt Against Against Seong Hwang as class A directors of the Company, whose mandate ends following the annual general meeting which will approve the annual accounts for the period ended on 31 December 2021, for the period to end on 31 December 2024. 10. To re-appoint the current approved Mgmt For For statutory auditor of the Company. -------------------------------------------------------------------------------------------------------------------------- ARRIVAL Agenda Number: 935666454 -------------------------------------------------------------------------------------------------------------------------- Security: L0423Q211 Meeting Type: Annual Meeting Date: 03-Jun-2022 Ticker: ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To abolish the nominal value of all shares Mgmt For For issued by the Company, so that the value of each share will forthwith be its accounting par value. 2. To change the currency of the issued Mgmt For For capital of the Company from euro to United States dollars by applying the EUR/USD exchange rate published on the website of the European Central Bank on 2 June 2022 (the "Exchange Rate"). 3. To convert the existing issued capital Mgmt For For amounting to sixty-five million seven hundred sixty-six thousand one hundred seven euro and seventy cent (EUR 65,766,107.70) into its equivalent amount in United States dollars as per the Exchange Rate, rounded down to the nearest cent. 4. To convert the existing authorised capital Mgmt For For of the Company (including the issued share capital) amounting to two hundred seventy million euro (EUR 270,000,000.-) into its equivalent amount in United States dollars as per the Exchange Rate, rounded down to the nearest cent. 5. To amend the first paragraph of article 5 Mgmt For For and the first paragraph of article 6 of the articles of association of the Company, in order to reflect the foregoing items of the agenda. -------------------------------------------------------------------------------------------------------------------------- ARTISAN ACQUISITION CORP. Agenda Number: 935614811 -------------------------------------------------------------------------------------------------------------------------- Security: G0509L102 Meeting Type: Special Meeting Date: 09-May-2022 Ticker: ARTA ISIN: KYG0509L1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - a Mgmt Against Against proposal to approve and authorize, as an ordinary resolution, (a) the business combination and other transactions contemplated by the Business Combination Agreement, dated as of September 15, 2021 (as amended by an Amendment to Business Combination Agreement dated as of March 30, 2022 (the "BCA Amendment") and as may be further amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Prenetics ...(due to space limits, see proxy material for full proposal). 2. The Initial Merger Proposal - a proposal to Mgmt Against Against approve and authorize, as a special resolution, (a) the Plan of Merger (the "Plan of Initial Merger"), by and among the Company, Artisan Merger Sub and PubCo, substantially in the form annexed as Exhibit F to the Business Combination Agreement, (b) the Company's entry into the Plan of Initial Merger, and (c) the merger of the Company with and into Artisan Merger Sub, with Artisan Merger Sub being the surviving entity and remaining as a wholly-owned subsidiary of PubCo. 3. The Adjournment Proposal - a proposal to Mgmt Against Against approve, as an ordinary resolution, the adjournment of the Meeting to a later date or dates to be determined by the chairman of the Meeting, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Meeting or if shareholders have elected to redeem an amount of Class A ordinary shares of the Company such that the minimum available cash condition contained ...(due to space limits,see proxy material for full proposal). -------------------------------------------------------------------------------------------------------------------------- ASCENDANT DIGITAL ACQUISITION CORP. Agenda Number: 935471867 -------------------------------------------------------------------------------------------------------------------------- Security: G05155109 Meeting Type: Special Meeting Date: 20-Jul-2021 Ticker: ACND ISIN: KYG051551094 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Transaction Agreement Proposal - to Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution and adopt the Business Combination Agreement, dated as of March 1, 2021, by and among ADAC, MarketWise, LLC (formerly known as Beacon Street Group, LLC), a Delaware limited liability company, all of the members of MarketWise, LLC party thereto (the "Sellers"), and Shareholder Representative Services LLC (solely in its capacity as the representative of the Sellers), a Colorado limited ...(due to space limits, see proxy statement for full proposal). 2. The Domestication Proposal - to consider Mgmt Against Against and vote upon a proposal to approve by special resolution the change of ADAC's jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication" and, together with the other transactions contemplated by the Transaction Agreement, the "Transaction"). 3. Organizational Documents Proposal - to Mgmt Against Against consider and vote upon a proposal to approve by special resolution the proposed new certificate of incorporation (the "Proposed Charter") and the proposed new bylaws (the "Proposed Bylaws" and, together with the Proposed Charter, the "Proposed Organizational Documents") of Ascendant Digital Acquisition Corp. (a corporation incorporated in the State of Delaware, and the filing with and acceptance by the Secretary of State of Delaware of the ...(due to space limits, see proxy statement for full proposal). 4A. Advisory Organizational Documents Proposal Mgmt Against Against 4A - to authorize the change in the authorized capital stock of ADAC from 200,000,000 Class A ordinary shares, par value $0.0001 per share (the "ADAC Class A ordinary shares"), 20,000,000 Class B ordinary shares, par value $0.0001 per share (the "ADAC Class B ordinary shares" and, together with the ADAC Class A ordinary shares, the "ordinary shares"), and 1,000,000 preference shares, par value $0.0001 per share, to 1,350,000,000 shares of common stock of ...(due to space limits, see proxy statement for full proposal). 4B. Advisory Organizational Documents Proposal Mgmt Against Against 4B - to authorize adopting Delaware as the exclusive forum for certain stockholder litigation. 4C. Advisory Organizational Documents Proposal Mgmt Against Against 4C - to authorize electing not to be governed by Section 203 of the DGCL relating to takeovers by interested stockholders and, instead, be governed by a provision substantially similar to Section 203 of the DGCL. 4D. Advisory Organizational Documents Proposal Mgmt Against Against 4D - to approve provisions providing that the affirmative vote of at least two- thirds of the voting power of all the then-outstanding shares of capital stock entitled to vote generally in the election of directors will be required for stockholders to adopt, amend, or repeal the Proposed Bylaws. 4E. Advisory Organizational Documents Proposal Mgmt Against Against 4E - to approve provisions permitting the removal of a director only for cause and only by the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote at an election of directors. 4F. Advisory Organizational Documents Proposal Mgmt Against Against 4F - to approve provisions requiring stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting. 4G. Advisory Organizational Documents Proposal Mgmt Against Against 4G - to provide for certain additional changes, including, among other things, (i) changing the corporate name from "Ascendant Digital Acquisition Corp." to "MarketWise, Inc.", (ii) making MarketWise PubCo's corporate existence perpetual, and (iii) removing certain provisions related to ADAC's status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which ADAC's board of directors ...(due to space limits, see proxy statement for full proposal). 5. The Stock Issuance Proposal - to consider Mgmt Against Against and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of (i) shares of MarketWise PubCo Class A common stock to the PIPE Investors pursuant to the PIPE Investment and (ii) shares of MarketWise PubCo Class A common stock and MarketWise PubCo Class B common stock to the Sellers pursuant to the terms of the Transactions Agreement and ...(due to space limits, see proxy statement for full proposal). 6. The Incentive Award Plan Proposal - to Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution the MarketWise Inc. 2021 Incentive Award Plan. 7. The ESPP Proposal - to consider and vote Mgmt Against Against upon a proposal to approve by ordinary resolution the MarketWise Inc. 2021 Employee Stock Purchase Plan. 8. DIRECTOR Riaan Hodgson Mgmt Withheld Against Manny Borges Mgmt Withheld Against Van Simmons Mgmt Withheld Against Mark Gerhard Mgmt Withheld Against Elizabeth Burton Mgmt Withheld Against Paul Idzik Mgmt Withheld Against Mark Arnold Mgmt Withheld Against Michael Palmer Mgmt Withheld Against Stephen Sjuggerud Mgmt Withheld Against 9. The Adjournment Proposal - to consider and Mgmt Against Against vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. -------------------------------------------------------------------------------------------------------------------------- ASPIRATIONAL CONSUMER LIFESTYLE CORP. Agenda Number: 935466599 -------------------------------------------------------------------------------------------------------------------------- Security: G05436103 Meeting Type: Special Meeting Date: 12-Jul-2021 Ticker: ASPL ISIN: KYG054361038 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The BCA Proposal - to consider and vote Mgmt Against Against upon a proposal to approve by ordinary resolution and adopt the Agreement and Agreement and Plan of Merger, dated as of February 1, 2021, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of May 6, 2021 (as may be further amended, the "Merger Agreement"), by and among Aspirational, WUP, Merger Sub, Blocker Sub, the Blocker Merger Subs and the Blockers (as such terms are defined in the accompanying proxy statement/prospectus), a copy ...(due to space limits, see proxy statement for full proposal). 2. The Domestication Proposal - to consider Mgmt Against Against and vote upon a proposal to approve by special resolution, the change of Aspirational's jurisdiction by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication" and, together with the Mergers, the "Business Combination") (the "Domestication Proposal"). 3. Organizational Documents Proposal A - to Mgmt Against Against authorize the change in the authorized capital stock of Aspirational from 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preferred shares, par value $0.0001, to 2,500,000,000 shares of Class A common stock, par value $0.0001 per share, of Wheels Up (the "Wheels Up Class A common stock") and 25,000,000 shares of preferred stock, par value $0.0001 per share, of Wheels Up (the "Wheels Up preferred stock"). 4. Organizational Documents Proposal B - to Mgmt Against Against authorize the board of directors of Wheels Up to issue any or all shares of Wheels Up preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Wheels Up board of directors and as may be permitted by the DGCL. 5. Organizational Documents Proposal C - to Mgmt Against Against provide that the board of directors of Wheels Up be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. 6. Organizational Documents Proposal D - to Mgmt Against Against authorize all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to the accompanying proxy statement/prospectus as Annex C and Annex D, respectively), including (i) changing the corporate name from "Aspirational Consumer Lifestyle Corp." to "Wheels Up Experience Inc." ...(due to space limits, see proxy statement for full proposal). 7. Director Election Proposal - to consider Mgmt Against Against and vote upon a proposal, assuming the BCA Proposal, the Domestication Proposal and the Organizational Documents Proposals are approved, to elect 11 directors, who, upon consummation of the Business Combination, will be the directors of Wheels Up. 8. The Stock Issuance Proposal - to consider Mgmt Against Against and vote upon a proposal to approve by ordinary resolution, for purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual, the issuance of shares of Wheels Up Class A common stock to (a) the PIPE Investors pursuant to the PIPE Investment (as such terms are defined in the accompanying proxy statement/ prospectus) and (b) the WUP equityholders pursuant to the Merger Agreement. 9. The Equity Incentive Plan Proposal - to Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution, the Wheels Up 2021 Long-Term Incentive Plan. 10. The Adjournment Proposal - to consider and Mgmt Against Against vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. -------------------------------------------------------------------------------------------------------------------------- ASTRA SPACE INC. Agenda Number: 935496009 -------------------------------------------------------------------------------------------------------------------------- Security: 04634X103 Meeting Type: Annual Meeting Date: 29-Sep-2021 Ticker: ASTR ISIN: US04634X1037 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Chris Kemp Mgmt For For Adam London Mgmt For For 2. Ratify the appointment of Grant Thornton Mgmt For For LLP as Astra Space, Inc.'s independent registered public accounting firm for Astra Space, Inc.'s fiscal year ending December 31, 2021. -------------------------------------------------------------------------------------------------------------------------- ASTRA SPACE INC. Agenda Number: 935648026 -------------------------------------------------------------------------------------------------------------------------- Security: 04634X103 Meeting Type: Annual Meeting Date: 01-Jun-2022 Ticker: ASTR ISIN: US04634X1037 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Class II Director to serve for Mgmt Withheld Against a term expiring at the 2025 Annual Meeting: Scott Stanford 2. To approve an amendment to the Astra Space, Mgmt Against Against Inc. 2021 Omnibus Incentive Plan to increase the number of shares of Class A common stock authorized for issuance by 6,000,000 shares. 3. Ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as Astra Space, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2022. 4. To approve, on a non-binding advisory Mgmt Against Against basis, the compensation of our named executive officers. 5. To approve, on a non-binding advisory Mgmt 1 Year Against basis, the frequency of future advisory votes on the compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- ATHENA TECHNOLOGY ACQUISITION CORP Agenda Number: 935534102 -------------------------------------------------------------------------------------------------------------------------- Security: 04687A109 Meeting Type: Special Meeting Date: 28-Dec-2021 Ticker: ATHN ISIN: US04687A1097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against approve and adopt the business combination agreement, (a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, the "Business Combination Agreement"), by and among Athena Technology Acquisition Corp. ("Athena"), HelioMax Merger Sub, Inc. and Heliogen, Inc. ("Heliogen"), pursuant to which Heliogen will become a wholly-owned subsidiary of Athena. 2. The NYSE Stock Issuance Proposal - To Mgmt Against Against approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with the applicable provisions of Section 312.03(c) of the New York Stock Exchange's Listed Company Manual (each, a "NYSE Listing Rule"), a) issuance of approximately 202,500,000 newly issued shares of Athena common stock b) issuance and sale of 16,500,000 newly issued shares of Athena common stock to the PIPE Investors c) issuance and sale of 510,000 newly issued shares of Athena common stock. 3. The Charter Amendment Proposal - To Mgmt Against Against approve, assuming the Business Combination Proposal is approved and adopted, a proposed second amended and restated certificate of incorporation (the "Proposed Charter") of Athena, a copy of which is attached to the accompanying proxy statement/prospectus as Annex G, which will amend and restate the amended and restated certificate of incorporation of Athena, dated March 16, 2021, which Proposed Charter will be in effect upon the closing of the Business Combination. 4. The Incentive Plan Proposal - To approve Mgmt Against Against and adopt, assuming the Business Combination Proposal is approved and adopted, the Heliogen, Inc. 2021 Equity Incentive Plan, including the authorization of the initial share reserve under the Heliogen, Inc. 2021 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Exhibit H. 5. The Employee Stock Purchase Plan Proposal - Mgmt Against Against To approve and adopt, assuming the Business Combination Proposal is approved and adopted, the 2021 Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex I. 6. The Election of Directors Proposal - To Mgmt Against Against elect, assuming the Business Combination Proposal is approved and adopted, each of the director nominees for the board of directors of New Heliogen, the surviving corporation, following the Business Combination. 7. Adjournment Proposal - To adjourn the Mgmt Against Against Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote, or we determine that one or more of the closing conditions under the Business Combination is not satisfied or waived. -------------------------------------------------------------------------------------------------------------------------- ATI PHYSICAL THERAPY, INC. Agenda Number: 935611598 -------------------------------------------------------------------------------------------------------------------------- Security: 00216W109 Meeting Type: Annual Meeting Date: 02-Jun-2022 Ticker: ATIP ISIN: US00216W1099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Teresa Sparks Mgmt Withheld Against Andrew A. McKnight Mgmt Withheld Against 2. Ratification of the appointment of PwC as Mgmt For For the independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. Advisory vote to approve named executive Mgmt For For officer compensation. 4. Advisory vote to approve the frequency of Mgmt 1 Year For future stockholder advisory votes to approve named executive officer compensation. 5. Approve an amendment to the ATI Physical Mgmt For For Therapy 2021 Equity Incentive Plan to increase the number of shares available for issuance under the Plan in connection with the cancellation of certain shares previously held by Wilco Acquisition, LP and the forfeiture of certain shares subject to Restricted Stock Agreements. -------------------------------------------------------------------------------------------------------------------------- ATLAS CREST INVESTMENT CORP. Agenda Number: 935485981 -------------------------------------------------------------------------------------------------------------------------- Security: 049284102 Meeting Type: Special Meeting Date: 14-Sep-2021 Ticker: ACIC ISIN: US0492841020 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against consider and vote upon a proposal to adopt and approve the Business Combination Agreement, dated as of February 10, 2021 (as amended and restated on July 29, 2021 and as it may be further amended and/ or restated from time to time, the "Business Combination Agreement"), by and among Atlas, Archer Aviation Inc., a Delaware corporation ("Archer") and Artemis Acquisition Sub Inc., a Delaware corporation ("Merger Sub"), and the ...(due to space limits, see proxy statement for full proposal). 2. The Charter Proposal - To consider and vote Mgmt Against Against upon a proposal to approve the proposed amended and restated certificate of incorporation of New Archer in the form attached to the accompanying proxy statement as Annex B ("New Archer Charter") (Proposal No. 2, referred to as the "Charter Proposal"). 3A. Governance Proposal A - To increase the Mgmt Against Against total number of shares of all classes of authorized capital stock from (i) 221,000,000, consisting of (a) 220,000,000 shares of common stock, including (1) 200,000,000 shares of Class A common stock, par value $0.0001 per share and (2) 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share, to (ii) 1,310,000,000, consisting of (A) 1,300,000,000 shares of common ...(due to space limits, see proxy statement for full proposal). 3B. Governance Proposal B - To provide that Mgmt Against Against holders of New Archer Class A Shares (as defined below) will be entitled to one vote per share on all matters to be voted upon by the stockholders, and holders of New Archer Class B Shares (as defined below) will be entitled to ten votes per share on all matters to be voted upon by the stockholders. 3C. Governance Proposal C - To provide that any Mgmt Against Against amendment to New Archer's amended and restated bylaws will require the approval of either New Archer's board of directors or the holders of at least 66 2/3% of the voting power of New Archer's then- outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class. 3D. Governance Proposal D - To provide that any Mgmt Against Against amendment to certain provisions of the New Archer Charter will require the approval of the holders of at least 66 2/3% of the voting power of New Archer's then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class. 4. The NYSE Proposal - To consider and vote Mgmt Against Against upon a proposal to adopt and approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (the "NYSE"): (i) (A) the issuance of 2,244,780 shares of Class A common stock, par value $0.0001 per share, of New Archer ("New Archer Class A Shares") and securities convertible into or exchangeable for New Archer Class A Shares in connection with the Business Combination, and (B) the issuance of up to 215,995,224 shares of ...(due to space limits, see proxy statement for full proposal). 5. The Equity Incentive Plan Proposal - To Mgmt Against Against consider and vote upon a proposal to approve and adopt the Equity Incentive Plan in the form of Annex F attached to the accompanying proxy statement) (Proposal No. 5, referred to as the "Equity Incentive Plan Proposal"). 6. The Employee Stock Purchase Plan Proposal - Mgmt For For To consider and vote upon a proposal to approve and adopt the Employee Stock Purchase Plan in the form of Annex G attached to the accompanying proxy statement (Proposal No. 6, referred to as the "Employee Stock Purchase Plan Proposal"). 7. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Proposal, the Governance Proposals, the NYSE Proposal, the Equity Incentive Plan Proposal or the Employee Stock Purchase Plan Proposal. -------------------------------------------------------------------------------------------------------------------------- ATLAS TECHNICAL CONSULTANTS, INC. Agenda Number: 935641298 -------------------------------------------------------------------------------------------------------------------------- Security: 049430101 Meeting Type: Annual Meeting Date: 09-Jun-2022 Ticker: ATCX ISIN: US0494301015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Thomas Henley Mgmt Withheld Against Leonard Lemoine Mgmt For For Collis Temple III Mgmt For For 2. To ratify the selection of Grant Thornton Mgmt For For LLP as our independent registered public accounting firm to audit our financial statements for the 2022 fiscal year. 3. To approve the amendment and restatement of Mgmt For For our Second Amended and Restated Certificate of Incorporation (the "Charter") to, among other items, eliminate the supermajority voting requirements to amend the Charter and our Bylaws. -------------------------------------------------------------------------------------------------------------------------- AURORA INNOVATION, INC. Agenda Number: 935590148 -------------------------------------------------------------------------------------------------------------------------- Security: 051774107 Meeting Type: Annual Meeting Date: 20-May-2022 Ticker: AUR ISIN: US0517741072 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Chris Urmson Mgmt Withheld Against 1b. Election of Director: Sterling Anderson Mgmt Withheld Against 2. Ratification of the appointment of KPMG LLP Mgmt For For as the Company's independent registered public accounting firm for fiscal year 2022. -------------------------------------------------------------------------------------------------------------------------- AVEPOINT, INC Agenda Number: 935571910 -------------------------------------------------------------------------------------------------------------------------- Security: 053604104 Meeting Type: Annual Meeting Date: 03-May-2022 Ticker: AVPT ISIN: US0536041041 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Tianyi Jiang Mgmt For For Janet Schijns Mgmt For For 2. To approve, on a non-binding advisory Mgmt For For basis, the compensation of our named executive officers. 3. To ratify the appointment of Deloitte and Mgmt For For Touche LLP as AvePoint, Inc's independent registered public accounting firm for the 2022 fiscal year. -------------------------------------------------------------------------------------------------------------------------- BAKKT HOLDINGS, INC. Agenda Number: 935631108 -------------------------------------------------------------------------------------------------------------------------- Security: 05759B107 Meeting Type: Annual Meeting Date: 14-Jun-2022 Ticker: BKKT ISIN: US05759B1070 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michelle J. Goldberg Mgmt For For Gavin Michael Mgmt For For Jill Simeone Mgmt For For 2. To ratify the appointment of Ernst & Young Mgmt For For LLP as Bakkt Holdings, Inc.'s independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- BENSON HILL, INC. Agenda Number: 935629696 -------------------------------------------------------------------------------------------------------------------------- Security: 082490103 Meeting Type: Annual Meeting Date: 13-Jun-2022 Ticker: BHIL ISIN: US0824901039 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: DeAnn Brunts Mgmt For For 1b. Election of Director: Matthew B. Crisp Mgmt For For 1c. Election of Director: J. Stephan Dolezalek Mgmt For For 1d. Election of Director: Adrienne Elsner Mgmt For For 1e. Election of Director: Daniel Jacobi Mgmt For For 1f. Election of Director: David J. Lee Mgmt For For 1g. Election of Director: Molly Montgomery Mgmt For For 1h. Election of Director: Craig Rohr Mgmt For For 1i. Election of Director: Linda Whitley-Taylor Mgmt For For 2. To ratify the appointment of Ernst & Young Mgmt For For LLP as the independent registered public accounting firm of Benson Hill, Inc. for the fiscal year ending December 31, 2022. 3. To approve the Company's 2022 Employee Mgmt For For Stock Purchase Plan. -------------------------------------------------------------------------------------------------------------------------- BERKSHIRE GREY, INC. Agenda Number: 935644991 -------------------------------------------------------------------------------------------------------------------------- Security: 084656107 Meeting Type: Annual Meeting Date: 21-Jun-2022 Ticker: BGRY ISIN: US0846561076 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class I Director: Fiona P. Dias Mgmt For For 1b. Election of Class I Director: Serena Wolfe Mgmt For For 2. Ratification of the appointment of Grant Mgmt For For Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- BIGBEAR AI HOLDINGS INC Agenda Number: 935676695 -------------------------------------------------------------------------------------------------------------------------- Security: 08975B109 Meeting Type: Annual Meeting Date: 21-Jun-2022 Ticker: BBAI ISIN: US08975B1098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Sean Battle Mgmt Withheld Against Paul Fulchino Mgmt Withheld Against Dorothy D. Hayes Mgmt For For Raanan I. Horowitz Mgmt For For 2. To ratify the appointment of Grant Thornton Mgmt For For LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- BIOTECH ACQUISITION COMPANY Agenda Number: 935652683 -------------------------------------------------------------------------------------------------------------------------- Security: G1125A108 Meeting Type: Special Meeting Date: 14-Jun-2022 Ticker: BIOT ISIN: KYG1125A1085 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against consider and vote upon a proposal by ordinary resolution to approve the Agreement and Plan of Merger, dated as of November 8, 2021 (as it may be amended and supplemented from time to time, the "Merger Agreement") with Blade Therapeutics, Inc., a Delaware corporation ("Blade"), Blade Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of BAC ("Blade Merger Sub"), Biotech Sponsor LLC, a Delaware limited liability ...(due to space limits, see proxy material for full proposal). 2. Domestication Proposal - To consider and Mgmt Against Against vote upon a Proposal by special resolution to (a) change BAC's corporate structure and de-register from an exempted company incorporated under the Cayman Islands Companies Act and transfer by way of continuation as a corporation incorporated under the laws of the State of Delaware (the "Domestication"), (b) in connection therewith to adopt upon the Domestication taking effect, the certificate of incorporation (the "Interim Charter"), in the form appended to ...(due to space limits, see proxy material for full proposal). 3. The Certificate of Incorporation Proposal - Mgmt Against Against To consider and vote upon by special resolution under the Cayman Islands Companies Act a Proposal to replace the Interim Charter with the Proposed Certificate of Incorporation substantially in the form attached to the accompanying proxy statement/prospectus as Annex C, to be effective upon the consummation of the Business Combination. The Certificate of Incorporation Proposal is conditioned on the approval of the Business Combination Proposal ...(due to space limits, see proxy material for full proposal). 4a. Organizational Documents Proposals - To Mgmt Against Against approve and adopt provisions in the Proposed Charter, which will amend and replace the Interim Charter if the Certificate of Incorporation Proposal is approved, requiring the affirmative vote of the holders of at least 66 2/3% of the voting power of all the then outstanding shares of Blade Biotherapeutics entitled to vote to remove a director for cause. 4b. Organizational Documents Proposals - To Mgmt Against Against approve and adopt provisions in the Proposed Charter, which will amend and replace the Interim Charter if the Certificate of Incorporation Proposal is approved, providing that (i) special meetings of stockholders for any purpose or purposes may be called at any time by the majority of the Blade Biotherapeutics Board, the Chairman of the Blade Biotherapeutics Board or the Chief Executive Officer of Blade Biotherapeutics, and may not be called by another other ...(due to space limits, see proxy material for full proposal). 4c. Organizational Documents Proposals - To Mgmt Against Against approve and adopt provisions in the Proposed Certificate of Incorporation, which will amend and replace the Interim Charter if the Certificate of Incorporation Proposal is approved, adopting Delaware as the exclusive forum for certain shareholder litigation. 4d. Organizational Documents Proposals - To Mgmt Against Against approve and adopt provisions in the Proposed Charter, which will amend and replace the Interim Charter if the Certificate of Incorporation Proposal is approved, changing the post-Business Combination company's corporate name from "Biotech Acquisition Company" to "Blade Biotherapeutics, Inc." 4e. Organizational Documents Proposals - To Mgmt Against Against approve and adopt provisions in the Proposed Charter, which will amend and replace the Interim Charter if the Certificate of Incorporation Proposal is approved, to remove certain provisions related to BAC's status as a blank check company that will no longer apply upon consummation of the Business Combination. 4f. Organizational Documents Proposals - To Mgmt Against Against approve and adopt provisions in the Proposed Charter, which will amend and replace the Interim Charter if the Certificate of Incorporation Proposal is approved, increasing the total number of authorized shares of all classes of stock to 310,000,000 shares, each with a par value of $0.0001 per share, consisting of (i) 300,000,000 shares of Common Stock, (ii) 10,000,000 shares of preferred stock. 4g. Organizational Documents Proposals - To Mgmt Against Against approve and adopt provisions in the Proposed Charter, which will amend and replace the Interim Charter if the Certificate of Incorporation Proposal is approved, electing not to be governed by Section 203 of the DGCL and, instead be governed by a provision substantially similar to Section 203 of the DGCL. 4h. Organizational Documents Proposals - To Mgmt Against Against approve and adopt provisions in the Proposed Charter, which will amend and replace the Interim Charter if the Certificate of Incorporation Proposal is approved, making Blade Biotherapeutics' corporate existence perpetual. 5. DIRECTOR Wendy Robbins Mgmt Withheld Against Mark Timney Mgmt Withheld Against Lloyd Klickstein Mgmt Withheld Against James Scopa Mgmt Withheld Against Luke Evnin Mgmt Withheld Against Carl Goldfischer Mgmt Withheld Against John A. Hohneker Mgmt Withheld Against Michael Shleifer Mgmt Withheld Against 6. The Nasdaq Proposal - To consider and vote Mgmt Against Against upon a proposal by ordinary resolution to approve, for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b), (c), and (d), the issuance of (a) shares to the PIPE Investors pursuant to the PIPE Investment, and (b) shares to the Blade stockholders pursuant to the Merger Agreement. "RESOLVED, as an ordinary resolution, that for the purposes of complying with Nasdaq Listing Rules 5635(a), (b), (c), and (d), the ...(due to space limits, see proxy material for full proposal). 7. Incentive Award Plan Proposal - To consider Mgmt Against Against and vote on a Proposal by ordinary resolution to approve and adopt the Blade Biotherapeutics, Inc. 2022 Incentive Award Plan (the "2022 Plan") and the material terms thereunder. The BAC Board approved the 2022 Plan, prior to the BAC extraordinary general meeting, subject to shareholder approval at the BAC extraordinary general meeting. A copy of the proposed 2022 Plan is appended to the accompanying proxy statement/prospectus as Annex E. ...(due to space limits, see proxy material for full proposal). 8. ESPP Proposal - To consider and vote on a Mgmt Against Against Proposal by ordinary resolution to approve and adopt the Blade Biotherapeutics, Inc. 2022 Employee Stock Purchase Plan (the "ESPP") and the material terms thereunder. The BAC Board approved the ESPP, prior to the BAC extraordinary general meeting, subject to shareholder approval at the BAC extraordinary general meeting. A copy of the proposed ESPP is appended to the accompanying proxy statement/prospectus as Annex F. "RESOLVED, as an ordinary ...(due to space limits, see proxy material for full proposal). 9. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal by ordinary resolution to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by the BAC Board that more time is necessary or appropriate to approve one or more proposals at the Meeting or if certain conditions under the Merger Agreement are not satisfied or waived. "RESOLVED, as an ordinary resolution, that the adjournment of the Meeting to a later date or dates, ...(due to space limits, see proxy material for full proposal). -------------------------------------------------------------------------------------------------------------------------- BIRD GLOBAL, INC. Agenda Number: 935623163 -------------------------------------------------------------------------------------------------------------------------- Security: 09077J107 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: BRDS ISIN: US09077J1079 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Roelof F. Botha Mgmt Withheld Against David Sacks Mgmt Withheld Against 2. Ratification of Appointment of Independent Mgmt For For Registered Public Accounting Firm. -------------------------------------------------------------------------------------------------------------------------- BLADE AIR MOBILITY, INC. Agenda Number: 935572671 -------------------------------------------------------------------------------------------------------------------------- Security: 092667104 Meeting Type: Annual Meeting Date: 04-May-2022 Ticker: BLDE ISIN: US0926671043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Reginald Love Mgmt For For Edward Philip Mgmt For For 2. Ratify Appointment of Independent Mgmt For For Registered Public Accounting Firm for 2022 (Marcum LLP). -------------------------------------------------------------------------------------------------------------------------- BLUE OWL CAPITAL INC. Agenda Number: 935627325 -------------------------------------------------------------------------------------------------------------------------- Security: 09581B103 Meeting Type: Annual Meeting Date: 10-Jun-2022 Ticker: OWL ISIN: US09581B1035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Craig W. Packer Mgmt Against Against 1B. Election of Director: Sean Ward Mgmt Against Against 1C. Election of Director: Dana Weeks Mgmt Against Against 2. The ratification of the appointment of KPMG Mgmt For For LLP as our independent registered public accounting firm for our 2022 fiscal year. 3. Approval, by non-binding advisory vote, the Mgmt Against Against compensation paid to our named executive officers for our 2021 fiscal year. 4. To recommend, on a non-binding advisory Mgmt 1 Year Against basis, the frequency of future advisory votes to approve, on a non-binding advisory basis, the compensation paid to our named executive officers. -------------------------------------------------------------------------------------------------------------------------- BOWX ACQUISITION CORP Agenda Number: 935498142 -------------------------------------------------------------------------------------------------------------------------- Security: 103085106 Meeting Type: Special Meeting Date: 19-Oct-2021 Ticker: BOWX ISIN: US1030851067 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The BCA Proposal - to consider and vote Mgmt Against Against upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of March 25, 2021, (as may be amended from time to time the "Merger Agreement"), by and among BowX, BowX Merger Subsidiary Corp. ("Merger Sub") and WeWork Inc., a Delaware corporation ("WeWork"). The Merger Agreement provides for, among other things, on the terms and conditions set forth therein, that Merger Sub is to merge with and into WeWork (the "First ...(due to space limits, see proxy statement for full proposal). 2. Organizational Documents Proposal A - to Mgmt Against Against authorize the change in the authorized capital stock of BowX from 87,500,000 shares of Class A common stock, par value $0.0001 per share of BowX ("BowX Class A Common Stock"), 12,500,000 shares of Class B common stock, par value $0.0001 per share of BowX, and 1,000,000 shares of preferred stock, par value $0.0001 per share, to (a) 1,500,000,000 shares of Class A common stock, par value $0.0001 per share, of New WeWork (the "New WeWork Class A Common Stock") ...(due to space limits, see proxy statement for full proposal). 3. Organizational Documents Proposal B - with Mgmt Against Against respect to any vote or election submitted to the holders of shares of New WeWork Capital Stock for approval, to restrict the SoftBank Holders (as defined in the Proposed Charter), for a period of at least two years, from exercising voting rights over more than 49.9% of the voting securities present (attending virtually or by proxy) and voting at any such meeting of the stockholders. 4. Organizational Documents Proposal C - to Mgmt Against Against provide for only one class of board of directors and direct that board vacancies be filled by the majority of directors then in office, unless specified otherwise in the Proposed Bylaws or the stockholders agreement entered into by New WeWork, BowX Sponsor, LLC, SB WW Holdings (Cayman) Limited and SVFE Endurance (Cayman) Limited, in accordance with the terms and subject to the conditions of the Merger Agreement. 5. Organizational Documents Proposal D - to Mgmt Against Against approve and adopt the additional changes in the Proposed Charter, including changing BowX's name from "BowX Acquisition Corp." to "WeWork Inc.", which our board of directors believes are necessary to adequately address the needs of New WeWork immediately following the consummation of the Business Combination and approval of the Proposed Charter. 6. DIRECTOR Marcelo Claure Mgmt Withheld Against Michel Combes Mgmt Withheld Against Bruce Dunlevie Mgmt Withheld Against Sandeep Mathrani Mgmt Withheld Against Deven Parekh Mgmt Withheld Against Vivek Ranadive Mgmt Withheld Against Kirthiga Reddy Mgmt Withheld Against Jeff Sine Mgmt Withheld Against Veronique Laury Mgmt Withheld Against 7. The Stock Issuance Proposal - to consider Mgmt Against Against and vote upon a proposal to approve and adopt for purposes of complying with the applicable provisions of The Nasdaq Stock Market Listing Rule 5635, the issuance of (a) shares of BowX Class A Common Stock to certain third-party investors (the "PIPE Investors"), for a total aggregate purchase price of $800,000,000 and (b) shares of New WeWork Common Stock to the WeWork Stockholders (as defined in the Merger Agreement) pursuant to the Merger Agreement. 8. The Equity Incentive Plan Proposal - to Mgmt Against Against consider and vote upon a proposal to approve and adopt the New WeWork 2021 Equity Incentive Plan established to be effective after the Closing of the Business Combination. 9. The ESPP Proposal - to consider and vote Mgmt Against Against upon a proposal to approve and adopt the New WeWork 2021 Employee Stock Purchase Plan established to be effective after the Closing of the Business Combination. 10. The Adjournment Proposal - to consider and Mgmt Against Against vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the special meeting. -------------------------------------------------------------------------------------------------------------------------- BRIDGETOWN 2 HOLDINGS LIMITED Agenda Number: 935552631 -------------------------------------------------------------------------------------------------------------------------- Security: G1355V103 Meeting Type: Special Meeting Date: 15-Mar-2022 Ticker: BTNB ISIN: KYG1355V1032 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - Mgmt Against Against RESOLVED, as an ordinary resolution, that the business combination contemplated by the Business Combination Agreement, dated as of July 23, 2021 (as it may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among PropertyGuru Group Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands ("PubCo"), Bridgetown 2 Holdings Limited (the "Company" or ...(due to space limits, see proxy material for full proposal). 2. The Merger Proposal - RESOLVED, as a Mgmt Against Against special resolution, that Bridgetown 2 be and is hereby authorized to merge with and into PubCo so that PubCo be the surviving company and all the undertaking, property and liabilities of Bridgetown 2 vest in PubCo by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands; RESOLVED, as a special resolution, that the Business Combination Agreement and the plan of merger in the form annexed as Exhibit A to the Business ...(due to space limits, see proxy material for full proposal). 3A. The Governing Documents Proposal - Proposal Mgmt For For A - RESOLVED, as a special resolution, that upon the Merger Effective Time (as defined in the Plan of Merger), the effective change in authorized share capital from (i) the authorized share capital of Bridgetown 2 immediately prior to the Merger Effective Time (as defined in the Plan of Merger) of $22,100 divided into 200,000,000 Bridgetown 2 Class A Ordinary Shares of a par value of $0.0001 each, 20,000,000 Bridgetown 2 Class B Ordinary Shares ...(due to space limits, see proxy material for full proposal). 3B. The Governing Documents Proposal - Proposal Mgmt Against Against B - RESOLVED, as a special resolution, that upon the Merger Effective Time (as defined in the Plan of Merger) the effective change from (i) a multi-class share structure of Bridgetown 2 immediately prior to the Merger Effective Time (as defined in the Plan of Merger), comprising Bridgetown 2 Class A Ordinary Shares, Bridgetown 2 Class B Ordinary Shares and Bridgetown 2 preference shares, to (ii) a single-class share structure of PubCo (as the surviving ...(due to space limits, see proxy material for full proposal). 3C. The Governing Documents Proposal - Proposal Mgmt Against Against C - RESOLVED, as a special resolution, that upon the Merger Effective Time (as defined in the Plan of Merger) the effective change from (i) the holders of Bridgetown 2 Class B Ordinary Shares having the power to appoint or remove any director of Bridgetown 2 by ordinary resolution under the terms of the memorandum and articles of association of Bridgetown 2 in effect immediately prior to the Merger Effective Time (as defined in the Plan of Merger), to ...(due to space limits, see proxy material for full proposal). 3D. The Governing Documents Proposal - Proposal Mgmt Against Against D - RESOLVED, as a special resolution, that upon the Merger Effective Time (as defined in the Plan of Merger) all other changes arising from or in connection with the effective substitution of Bridgetown 2's memorandum and articles in effect immediately prior to the Merger Effective Time (as defined in the Plan of Merger) by the Amended PubCo Articles as the amended and restated memorandum and articles of association of PubCo (as the surviving company ...(due to space limits, see proxy material for full proposal). 4. The Adjournment Proposal - RESOLVED, as an Mgmt Against Against ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the chairman of the Extraordinary General Meeting, is hereby approved in all respects. -------------------------------------------------------------------------------------------------------------------------- BROADMARK REALTY CAPITAL INC. Agenda Number: 935630168 -------------------------------------------------------------------------------------------------------------------------- Security: 11135B100 Meeting Type: Annual Meeting Date: 09-Jun-2022 Ticker: BRMK ISIN: US11135B1008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Brian P. Ward Mgmt For For 1b. Election of Director: Jeffrey B. Pyatt Mgmt For For 1c. Election of Director: Stephen G. Haggerty Mgmt For For 1d. Election of Director: Daniel J. Hirsch Mgmt For For 1e. Election of Director: David A. Karp Mgmt For For 1f. Election of Director: Norma J. Lawrence Mgmt For For 1g. Election of Director: Kevin M. Luebbers Mgmt For For 1h. Election of Director: Pinkie D. Mayfield Mgmt For For 2. Ratification of the appointment of Moss Mgmt For For Adams LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. 3. Approval, on a non-binding, advisory basis, Mgmt For For of the compensation of our named executive officers as described in the proxy statement. -------------------------------------------------------------------------------------------------------------------------- BROADSTONE ACQUISITION CORPORATION Agenda Number: 935531310 -------------------------------------------------------------------------------------------------------------------------- Security: G1739V100 Meeting Type: Special Meeting Date: 14-Dec-2021 Ticker: BSN ISIN: KYG1739V1005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To consider and vote upon proposal to Mgmt Against Against approve and adopt Business Combination Agreement which includes approval of the surrender for nil consideration and cancellation of Broadstone private warrants, the Merger where Broadstone survives and Broadstone shareholders (except Broadstone Class B shares and private warrants) become Pubco holders, Pubco's acquisition of Broadstone Class B in consideration for Pubco shares, and Pubco's acquisition of all outstanding Vertical Aerospace Grp shares for Pubco shares and the other Proposed Transactions. 2. The Merger Proposal: To consider and vote Mgmt Against Against upon, as a special resolution, a proposal to approve and authorize the Plan of Merger (the "Plan of Merger") (made in accordance with the provisions of Section 233 of the Cayman Companies Act and included as Annex C to this proxy statement/prospectus) and to authorize the Merger of Broadstone with Merger Sub (the "Merger") - we refer to this proposal as the "Merger Proposal". 3. The Share Issuance Proposal: To consider Mgmt Against Against and vote upon, as an ordinary resolution, for purposes of complying with applicable New York Stock Exchange listing rules, the issuance of more than 20% of Broadstone's issued and outstanding ordinary shares in financing transactions in connection with the Merger, Share Acquisition and the other transactions contemplated by the BCA (collectively the "Proposed Transactions" - we refer to this proposal as the "Share Issuance Proposal". 4. The Pubco Incentive Plan Proposal: To Mgmt Against Against consider and vote upon, as an ordinary resolution, a proposal to approve the Vertical Aerospace Ltd. ("Pubco") 2021 Incentive Award Plan (the "Pubco Incentive Plan"), which will become effective on the closing of the Merger and will be used by Pubco following the completion of the Proposed Transactions (the "Pubco Incentive Plan Proposal") - a copy of the Pubco Incentive Plan is included as Annex D to this proxy statement/prospectus - we refer to this proposal as the "Pubco Incentive Plan Proposal". 5. To consider and vote upon a proposal to Mgmt Against Against adjourn the Meeting to a later date(s) a) if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting there are insufficient votes to approve any proposal presented to shareholders for vote and b) to the extent necessary, to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Broadstone shareholders or, if as of the time for which the Meeting is scheduled, there are insufficient Broadstone ordinary shares represented. -------------------------------------------------------------------------------------------------------------------------- BTRS HOLDINGS INC. Agenda Number: 935614239 -------------------------------------------------------------------------------------------------------------------------- Security: 11778X104 Meeting Type: Annual Meeting Date: 02-Jun-2022 Ticker: BTRS ISIN: US11778X1046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Flint A. Lane Mgmt Withheld Against Lawrence Irving Mgmt Withheld Against 2. Ratification of the selection by the Audit Mgmt For For Committee of the Board of Directors of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. Approval, on an advisory basis, of the Mgmt For For compensation of our named executive officers as disclosed in the proxy materials. 4. Approval, on an advisory basis, of the Mgmt 1 Year For preferred frequency of shareholder advisory votes on the compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- BUTTERFLY NETWORK, INC. Agenda Number: 935631742 -------------------------------------------------------------------------------------------------------------------------- Security: 124155102 Meeting Type: Annual Meeting Date: 16-Jun-2022 Ticker: BFLY ISIN: US1241551027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve one-year term Mgmt Against Against expiring in 2023: Jonathan M. Rothberg, Ph.D. 1b. Election of Director to serve one-year term Mgmt Against Against expiring in 2023: Todd M. Fruchterman, M.D., Ph.D. 1c. Election of Director to serve one-year term Mgmt Against Against expiring in 2023: Larry Robbins 1d. Election of Director to serve one-year term Mgmt Against Against expiring in 2023: Dawn Carfora 1e. Election of Director to serve one-year term Mgmt Against Against expiring in 2023: Elazer Edelman, M.D., Ph.D. 1f. Election of Director to serve one-year term Mgmt Against Against expiring in 2023: John Hammergren 1g. Election of Director to serve one-year term Mgmt Against Against expiring in 2023: Gianluca Pettiti 1h. Election of Director to serve one-year term Mgmt Against Against expiring in 2023: S. Louise Phanstiel 1i. Election of Director to serve one-year term Mgmt For For expiring in 2023: Erica Schwartz, M.D., J.D., M.P.H. 2. 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, 2022. 3. To approve by an advisory vote the Mgmt Against Against compensation of the Company's named executive officers, as disclosed in the proxy statement. 4. To approve by an advisory vote the Mgmt 1 Year For frequency of holding an advisory vote on the compensation of the Company's named executive officers. -------------------------------------------------------------------------------------------------------------------------- BUZZFEED, INC. Agenda Number: 935610027 -------------------------------------------------------------------------------------------------------------------------- Security: 12430A102 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: BZFD ISIN: US12430A1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Angela Acharia Mgmt Withheld Against Jonah Peretti Mgmt Withheld Against 2. Ratification of Deloitte & Touche LLP as Mgmt For For the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- CANO HEALTH, INC. Agenda Number: 935592798 -------------------------------------------------------------------------------------------------------------------------- Security: 13781Y103 Meeting Type: Annual Meeting Date: 16-May-2022 Ticker: CANO ISIN: US13781Y1038 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Class I Director: Dr. Lewis Mgmt Withheld Against Gold 1.2 Election of Class I Director: Barry S. Mgmt Withheld Against Sternlicht 1.3 Election of Class I Director: Solomon D. Mgmt Withheld Against Trujillo 2. To hold an advisory vote regarding the Mgmt For For compensation of our named executive officers for the 2022 fiscal year. 3. To hold an advisory vote on whether an Mgmt 1 Year For advisory vote on executive compensation should be held every one, two or three years. 4. 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, 2022. -------------------------------------------------------------------------------------------------------------------------- CAPITOL INVESTMENT CORP. V Agenda Number: 935472388 -------------------------------------------------------------------------------------------------------------------------- Security: 14064F100 Meeting Type: Special Meeting Date: 27-Jul-2021 Ticker: CAP ISIN: US14064F1003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve the agreement and plan of Mgmt Against Against merger, dated as of March 2, 2021 (the "Merger Agreement"). 2. To approve the proposed amended and Mgmt Against Against restated certificate of incorporation of Capitol Investment Corp. V ("Capitol"). 3A. The name of the new public entity will be Mgmt Against Against "Doma Holdings, Inc." as opposed to "Capitol Investment Corp. V". 3B. Capitol, to be renamed "Doma Holdings, Mgmt Against Against Inc." ("New Doma"), will have 2,000,000,000 authorized shares of common stock and 100,000,000 authorized shares of preferred stock, as opposed to Capitol currently having 400,000,000 authorized shares of Class A common stock, 50,000,000 authorized shares of Class B common stock, and 1,000,000 shares of preferred stock. 3C. The removal of various provisions Mgmt Against Against applicable only to special purpose acquisition companies that the current certificate of incorporation contains. 4. To approve the issuance of (x) shares of Mgmt Against Against common stock of New Doma pursuant to the terms of the Merger Agreement and (y) shares of common stock of New Doma to certain institutional investors in connection with a concurrent private placement. 5. To approve the New Doma Equity Incentive Mgmt Against Against Plan. 6. To approve the New Doma Employee Stock Mgmt Against Against Purchase Plan. 7. DIRECTOR Max Simkoff Mgmt For For Serena Wolfe Mgmt For For Matthew E. Zames Mgmt For For Stuart Miller Mgmt For For Charles Moldow Mgmt For For Karen Richardson Mgmt For For Sharda Cherwoo Mgmt For For Lawrence Summers Mgmt For For Maxine Williams Mgmt For For 8. To approve the adjournment of the special Mgmt Against Against meeting by the chairman thereof to a later date, if necessary, if Capitol is unable to consummate the business combination for any reason. -------------------------------------------------------------------------------------------------------------------------- CARLOTZ, INC. Agenda Number: 935637643 -------------------------------------------------------------------------------------------------------------------------- Security: 142552108 Meeting Type: Annual Meeting Date: 02-Jun-2022 Ticker: LOTZ ISIN: US1425521085 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Steven G. Carrel Mgmt Withheld Against James E. Skinner Mgmt Withheld Against 2. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as the independent registered public accounting firm for 2022. -------------------------------------------------------------------------------------------------------------------------- CAZOO GROUP LTD Agenda Number: 935678334 -------------------------------------------------------------------------------------------------------------------------- Security: G2007L105 Meeting Type: Annual Meeting Date: 29-Jun-2022 Ticker: CZOO ISIN: KYG2007L1059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To resolve as an ordinary resolution that Mgmt For For the authorized share capital of the Company be increased TO: US$325,500 divided into 2,200,000,000 Class A ordinary shares of a par value of US$0.0001 each, 50,000,000 Class B ordinary shares of a par value of US$0.0001 each, 1,000,000,000 Class C ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each. 2. DIRECTOR Alex Chesterman Mgmt Withheld Against David Hobbs Mgmt For For Moni Mannings Mgmt For For 3. As an ordinary resolution to approve the Mgmt For For re-appointment of Ernst & Young LLP, as the Company's independent registered auditors for the year ending December 31, 2022 and until the Company's 2023 annual general meeting of shareholders, and to authorise the Board to fix such auditor's annual compensation. -------------------------------------------------------------------------------------------------------------------------- CBRE ACQUISITION HOLDINGS, INC. Agenda Number: 935519061 -------------------------------------------------------------------------------------------------------------------------- Security: 12510J106 Meeting Type: Special Meeting Date: 06-Dec-2021 Ticker: CBAH ISIN: US12510J1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The business combination proposal - To Mgmt Against Against consider and vote upon a proposal to approve the business combination described in the proxy statement/prospectus, including (a) adopting the Business Combination Agreement, a copy of which is attached to the proxy statement/prospectus as Annex A, which provides for, among other things, and subject to the terms and conditions therein, a business combination between Altus and CBAH pursuant to the proposed initial merger of First Merger Sub with and into Altus, ...(due to space limits, see proxy statement for full proposal). 2A. Alignment Shares - To approve an amendment Mgmt Against Against to the certificate of incorporation to make certain changes to the number of conversion shares issued upon conversion of the Alignment Shares, including decreasing the vesting period from ten years to seven years. 2B. Class B Director - To approve an amendment Mgmt Against Against to the certificate of incorporation to create the Class B Director and the rights of holders of the CBAH Class B common stock to elect such director annually. 2C. Exclusive Jurisdiction - To approve an Mgmt Against Against amendment to the certificate of incorporation to provide that the federal district courts of the U.S. shall be the exclusive jurisdiction for the resolution of complaints alleging a violation of federal securities laws unless CBAH consents in writing to an alternative jurisdiction and to remove certain language deeming stockholders to have consented to personal jurisdiction in connection with such claims. 2D. Charter Amendment - To approve and adopt Mgmt Against Against the third amended and restated certificate of incorporation of CBAH in the form attached to the proxy statement/prospectus as Annex G. 3A. Change in Authorized Shares - To approve an Mgmt Against Against increase the total number of authorized shares of all classes of capital stock of CBAH from 261,000,000 shares to 1,000,000,000 shares, which would consist of (i) increasing the authorized CBAH Class A common stock from 250,000,000 shares to 988,591,250 shares, (ii) decreasing CBAH's authorized Class B common stock from 10,000,000 shares to 1,408,750 shares and (iii) increasing CBAH's authorized preferred stock from 1,000,000 shares to 10,000,000 shares. 3B. Amendments to the Certificate of Mgmt Against Against Incorporation and Bylaws - To provide that any amendment, alteration, repeal or rescission, in whole or in part, of the provisions of the new certificate of incorporation governing amendments to the new certificate of incorporation or CBAH's bylaws, the Board, limitations on director liability or stockholder action by written consent shall require the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of CBAH ...(due to space limits, see proxy statement for full proposal). 3C. Corporate Opportunity - To provide that Mgmt Against Against certain transactions are not "corporate opportunities" and that members of the Board who are not employees of CBAH and their respective affiliates, and any stockholder that has the right to appoint a director under the Investor Rights Agreement and such stockholder's affiliates may engage in the same or similar activities or related lines of business as those in which CBAH, directly or indirectly, may engage and/or other business activities that overlap with or ...(due to space limits, see proxy statement for full proposal). 4. The incentive plan proposal - To consider Mgmt Against Against and vote upon a proposal to approve and adopt the 2021 Omnibus Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex E; and the material terms thereunder, including the authorization of the initial share reserve thereunder. 5. The ESPP proposal - To consider and vote Mgmt Against Against upon a proposal to approve and adopt the 2021 Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus as Annex F, and the material terms thereunder, including the authorization of the initial share reserve thereunder. 6. DIRECTOR Sharon Daley Mgmt For For Christine Detrick Mgmt For For Gregg Felton Mgmt For For Rob Horn Mgmt For For Lars Norell Mgmt For For Richard Peretz Mgmt For For Sarah Coyne Mgmt Withheld Against 7. The NYSE Proposal - To consider and vote Mgmt Against Against upon a proposal to approve, for purposes of complying with the applicable provisions of Section 312.03 of the New York Stock Exchange's Listed Company Manual Rules, the issuance of (a) more than 20% of CBAH's issued and outstanding shares of common stock in connection with the Transactions, including, without limitation, the issuance of shares of CBAH Class A common stock as Merger Consideration and the PIPE Investment, and the issuance of shares of CBAH Class A common stock to a Related Party. 8. Adjournment Proposal - To consider and vote Mgmt Against Against upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposals, the governance proposal, the incentive plan proposal, the ESPP proposal, the director election proposal or the NYSE proposal. -------------------------------------------------------------------------------------------------------------------------- CCC INTELLIGENT SOLUTIONS HOLDINGS INC. Agenda Number: 935601763 -------------------------------------------------------------------------------------------------------------------------- Security: 12510Q100 Meeting Type: Annual Meeting Date: 26-May-2022 Ticker: CCCS ISIN: US12510Q1004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Teri Williams Mgmt Withheld Against Christopher Egan Mgmt Withheld Against Steven Puccinelli Mgmt Withheld Against 2. Proposal to ratify the appointment of Mgmt For For Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- CELLEBRITE DI LTD. Agenda Number: 935514201 -------------------------------------------------------------------------------------------------------------------------- Security: M2197Q107 Meeting Type: Special Meeting Date: 29-Nov-2021 Ticker: CLBT ISIN: IL0011794802 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A To approve and ratify the election of Mgmt No vote Nadine Baudot-Trajtenberg as an external director of the Company, for a period of three years. 1AA Are you a controlling shareholder in the Mgmt No vote Company (as defined in the Proxy Statement), or do you have a personal interest (as defined in the Proxy Statement) in the approval of Proposal No. 1.a, excluding a personal interest that does not result from the shareholder's relationship with the controlling shareholder? (Please note: If you do not mark either "Yes" or "No", your shares will not be voted for Proposal No. 1a). Mark "for" = yes or "against" = no. 1B To approve and ratify the election of Dafna Mgmt No vote Gruber as an external director of the Company, for a period of three years. 1BA Are you a controlling shareholder in the Mgmt No vote Company (as defined in the Proxy Statement), or do you have a personal interest (as defined in the Proxy Statement) in the approval of Proposal No. 1.b, excluding a personal interest that does not result from the shareholder's relationship with the controlling shareholder? (Please note: If you do not mark either "Yes" or "No", your shares will not be voted for Proposal No. 1b). Mark "for" = yes or "against" = no. -------------------------------------------------------------------------------------------------------------------------- CERBERUS TELECOM ACQUISITION CORP. Agenda Number: 935486375 -------------------------------------------------------------------------------------------------------------------------- Security: G2040C104 Meeting Type: Special Meeting Date: 29-Sep-2021 Ticker: CTAC ISIN: KYG2040C1042 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against consider and vote upon a proposal to approve the business combination described in the proxy statement/prospectus, including (a) adopting the Agreement and Plan of Merger, dated as of March 12, 2021 (the "Merger Agreement"), by and among Cerberus Telecom Acquisition Corporation ("CTAC"), King Pubco, Inc. ("Pubco"), a Delaware corporation and wholly owned subsidiary of Cerberus Telecom Acquisition Holdings, LLC (the "Sponsor"), a Delaware limited ...(due to space limits, see proxy statement for full proposal). 2. The Cayman Merger Proposal - To consider Mgmt Against Against and vote upon, as a special resolution, a proposal to approve the Pubco Plan of Merger attached to the proxy statement/prospectus as Annex 1 and to authorize the merger of CTAC with and into LLC Merger Sub, with LLC Merger Sub surviving the merger as a wholly owned subsidiary of Pubco. 3A. Advisory Organizational Document Proposal A Mgmt Against Against - To provide that Pubco's board of directors will be a classified board of directors with staggered, three-year terms. 3B. Advisory Organizational Document Proposal B Mgmt Against Against - To eliminate the ability for any action required or permitted to be taken by Pubco common stockholders to be effected by written consent. 3C. Advisory Organizational Document Proposal C Mgmt Against Against - To increase the required stockholder vote threshold to amend the bylaws of Pubco. 3D. Advisory Organizational Document Proposal D Mgmt Against Against - To provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims. 4. The Incentive Plan Proposal - To consider Mgmt Against Against and vote on a proposal to approve the Pubco 2021 Incentive Award Plan. 5. NYSE Proposal - To consider and vote upon a Mgmt Against Against proposal in accordance with the applicable provisions of Section 312.03 of the New York Stock Exchange Listed Company Manual, to issue more than 20% of the issued and outstanding shares of Pubco Common Stock in connection with the business combination, including, without limitation, the PIPE Investment (as described below). 6. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the Cayman merger proposal, the advisory organizational documents proposals, the incentive plan proposal or the NYSE proposal. -------------------------------------------------------------------------------------------------------------------------- CEREVEL THERAPEUTICS HOLDINGS, INC. Agenda Number: 935620509 -------------------------------------------------------------------------------------------------------------------------- Security: 15678U128 Meeting Type: Annual Meeting Date: 14-Jun-2022 Ticker: CERE ISIN: US15678U1280 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Class II Director to serve for Mgmt Withheld Against a three-year term expiring at the 2025 annual meeting: Deborah Baron 1.2 Election of Class II Director to serve for Mgmt Withheld Against a three-year term expiring at the 2025 annual meeting: Doug Giordano 1.3 Election of Class II Director to serve for Mgmt Withheld Against a three-year term expiring at the 2025 annual meeting: Adam Koppel 1.4 Election of Class II Director to serve for Mgmt Withheld Against a three-year term expiring at the 2025 annual meeting: Ruth McKernan 2. To approve, on a non-binding advisory Mgmt For For basis, the compensation of our named executive officers as described in the proxy statement. 3. To approve, on a non-binding advisory Mgmt 1 Year For basis, the frequency of future advisory votes on named executive officers' compensation. 4. To ratify the appointment of Ernst & Young Mgmt For For LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- CF ACQUISITION CORP V Agenda Number: 935521838 -------------------------------------------------------------------------------------------------------------------------- Security: 12520R106 Meeting Type: Special Meeting Date: 24-Jan-2022 Ticker: CFV ISIN: US12520R1068 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. A proposal to adopt and approve the Mgmt Against Against Agreement and Plan of Merger, dated July 5, 2021 (as the terms and conditions therein may be amended, modified or waived from time to time, the "Merger Agreement"), by and among, CF V, Satellogic Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of the Company ("PubCo"), Nettar Group Inc. (d/b/a Satellogic), a business company with limited liability ...(due to space limits, see proxy statement for full proposal). 2. A proposal to approve a proposal to adjourn Mgmt Against Against the Special Meeting to a later date or dates, if necessary. -------------------------------------------------------------------------------------------------------------------------- CF FINANCE ACQUISITION CORP III Agenda Number: 935477984 -------------------------------------------------------------------------------------------------------------------------- Security: 12529D108 Meeting Type: Special Meeting Date: 12-Aug-2021 Ticker: CFAC ISIN: US12529D1081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Pre-Merger Charter Amendment Proposal - Mgmt Against Against To approve an amendment of CF III's current amended and restated certificate of incorporation (the "Existing Charter") to increase the number of authorized shares of Class A Common Stock from 200,000,000 to 300,000,000 shares for the purposes of carrying out the Business Combination (as defined below). 2. The Business Combination Proposal - To Mgmt Against Against approve and adopt the Agreement and Plan of Merger, dated February 17, 2021, as amended on April 30, 2021 (as the terms and conditions therein may be further amended, modified or waived from time to time, the "Merger Agreement"), by and among CF III, Meliora Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of CF III ("Merger Sub"), and AEye, Inc., a Delaware corporation ("AEye"), and approve the transactions contemplated thereby, ...(due to space limits, see proxy statement for full proposal). 3. DIRECTOR Wen Hsieh Mgmt Withheld Against Timothy J. Dunn Mgmt Withheld Against Luis Dussan Mgmt Withheld Against Dr. Karl-Thomas Neumann Mgmt Withheld Against Blair LaCorte Mgmt Withheld Against Prof. Dr. B. Gottschalk Mgmt Withheld Against Carol DiBattiste Mgmt Withheld Against 4. The Nasdaq Proposal - To approve, for Mgmt Against Against purposes of complying with The Nasdaq Stock Market Listing Rule 5635 (the "Nasdaq Listing Rule"), the issuance of up to 154,081,440 shares of Class A Common Stock, par value $0.0001 per share, of CF III pursuant to the Merger Agreement and up to 22,500,000 shares of Class A Common Stock pursuant to the PIPE Investment. 5A. Post-Merger Charter Amendment Proposal A - Mgmt Against Against To consider and vote upon separate proposals to approve the following material differences between the proposed amended and restated certificate of incorporation of the Combined Entity (the "Amended Charter") that will be in effect upon the closing of the Merger and the Existing Charter: Change in Name. 5B. Post-Merger Charter Amendment Proposal B - Mgmt Against Against To consider and vote upon separate proposals to approve the following material differences between the proposed amended and restated certificate of incorporation of the Combined Entity (the "Amended Charter") that will be in effect upon the closing of the Merger and the Existing Charter: Change in Corporate Purpose. 5C. Post-Merger Charter Amendment Proposal C - Mgmt Against Against To consider and vote upon separate proposals to approve the following material differences between the proposed amended and restated certificate of incorporation of the Combined Entity (the "Amended Charter") that will be in effect upon the closing of the Merger and the Existing Charter: Elimination of Class B Common Stock. 5D. Post-Merger Charter Amendment Proposal D - Mgmt Against Against To consider and vote upon separate proposals to approve the following material differences between the proposed amended and restated certificate of incorporation of the Combined Entity (the "Amended Charter") that will be in effect upon the closing of the Merger and the Existing Charter: Additional Director Class and Increased Term. 5E. Post-Merger Charter Amendment Proposal E - Mgmt Against Against To consider and vote upon separate proposals to approve the following material differences between the proposed amended and restated certificate of incorporation of the Combined Entity (the "Amended Charter") that will be in effect upon the closing of the Merger and the Existing Charter: Amendment of Corporate Opportunities Provision. 5F. Post-Merger Charter Amendment Proposal F - Mgmt Against Against To consider and vote upon separate proposals to approve the following material differences between the proposed amended and restated certificate of incorporation of the Combined Entity (the "Amended Charter") that will be in effect upon the closing of the Merger and the Existing Charter: Removal of Blank Check Company Provisions. 6. The Equity Incentive Plan Proposal - To Mgmt Against Against approve and adopt the Equity Incentive Plan of the Combined Entity. 7. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Pre- Merger Charter Amendment Proposal, the Business Combination Proposal, the Director Election Proposal, the Nasdaq Proposal, the Post-Merger Charter Amendment Proposals, or the Equity Incentive Plan Proposal. -------------------------------------------------------------------------------------------------------------------------- CHARGEPOINT HOLDINGS, INC. Agenda Number: 935447284 -------------------------------------------------------------------------------------------------------------------------- Security: 15961R105 Meeting Type: Annual Meeting Date: 12-Jul-2021 Ticker: CHPT ISIN: US15961R1059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Roxanne Bowman Mgmt For For Axel Harries Mgmt For For Mark Leschly Mgmt For For 2. Ratify the Appointment of Mgmt For For PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year ending January 31, 2022. -------------------------------------------------------------------------------------------------------------------------- CHURCHILL CAPITAL CORP IV Agenda Number: 935469507 -------------------------------------------------------------------------------------------------------------------------- Security: 171439102 Meeting Type: Special Meeting Date: 26-Jul-2021 Ticker: CCIV ISIN: US1714391026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. (the "business combination proposal") - To Mgmt For For approve the business combination described in the accompanying proxy statement/prospectus, including (a) adopting the Agreement and Plan of Merger, dated as of February 22, 2021 (as the same has been or may be amended, modified, supplemented or waived from time to time, the "Merger Agreement"), by and among Churchill Capital Corp IV ("Churchill"), Air Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Churchill ...(due to space limits, see proxy statement for full proposal). 2. (the "charter proposal") - To approve and Mgmt Against Against adopt the second amended and restated certificate of incorporation of Churchill in the form attached to the accompanying proxy statement/prospectus as Annex B (the "second amended and restated certificate of incorporation"). 3A. To approve an increase of the total number Mgmt Against Against of authorized shares of all classes of capital stock from 501,000,000 shares to 15,010,000,000 shares, which would consist of (i) increasing Churchill's Class A common stock from 400,000,000 shares to 15,000,000,000 shares and (ii) and increasing Churchill's preferred stock from 1,000,000 to 10,000,000. 3B. To approve provisions in the second amended Mgmt Against Against and restated certificate of incorporation that provide that for so long as Ayar Third Investment Company and its Permitted Transferees (each as defined in the Investor Rights Agreement) beneficially own, in the aggregate, 50% or more of the voting power of the stock of Churchill entitled to vote generally in the election of directors, any action required or permitted to be taken at any annual or special meeting of stockholders of Churchill may be ...(due to space limits, see proxy statement for full proposal). 3C. To approve that each director on the Mgmt For For Churchill Board will be elected annually by the stockholders and serve for a term ending on the date of the annual meeting of stockholders next following the annual meeting at which such director was elected. 4. (the "incentive plan proposal") - To Mgmt For For approve and adopt the Lucid Group, Inc. 2021 Stock Incentive Plan, including the Lucid Group, Inc. 2021 Employee Stock Purchase Plan attached thereto (the "Incentive Plan"), and the material terms thereof, including the authorization of the initial share reserve thereunder. A copy of the Incentive Plan is attached to the accompanying proxy statement/prospectus as Annex H. 5. DIRECTOR Peter Rawlinson Mgmt For For Turqi Alnowaiser Mgmt For For Glenn R. August Mgmt For For Nancy Gioia Mgmt For For Frank Lindenberg Mgmt For For Andrew Liveris Mgmt For For N. Maynard-Elliott Mgmt For For Tony Posawatz Mgmt For For Janet Wong Mgmt For For 6. (the "NYSE proposal") - To approve, for Mgmt For For purposes of complying with the applicable provisions of Section 312.03 of the New York Stock Exchange's (the "NYSE") Listed Company Manual, (a) the issuance of more than 20% of Churchill's issued and outstanding shares of common stock in connection with the Transactions, including, without limitation, the PIPE Investment and the issuance of more than 20% of Churchill's issued and outstanding shares to a single holder (which may constitute a change of ...(due to space limits, see proxy statement for full proposal). 7. To approve a proposal to adjourn the Mgmt For For special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal or the NYSE proposal. -------------------------------------------------------------------------------------------------------------------------- CIPHER MINING INC. Agenda Number: 935568381 -------------------------------------------------------------------------------------------------------------------------- Security: 17253J106 Meeting Type: Annual Meeting Date: 05-May-2022 Ticker: CIFR ISIN: US17253J1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Robert Dykes Mgmt Withheld Against Caitlin Long Mgmt Withheld Against 2. Ratification of the appointment of Marcum Mgmt For For LLP as our independent registered public accounting firm for 2022. -------------------------------------------------------------------------------------------------------------------------- CITIC CAPITAL ACQUISITION CORP. Agenda Number: 935541828 -------------------------------------------------------------------------------------------------------------------------- Security: G21513109 Meeting Type: Special Meeting Date: 31-Jan-2022 Ticker: CCAC ISIN: KYG215131098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The BCA Proposal - To consider and vote Mgmt Against Against upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of June 21, 2021, as amended on June 28, 2021 and further amended on November 14, 2021 and December 26, 2021 (collectively, the "Merger Agreement"), by and among the Company, CITIC Capital Merger Sub Inc. ("Merger Sub"), a Delaware corporation and subsidiary of the Company, and Quanergy Systems, Inc. ("Quanergy"), a Delaware corporation, (copies of ...(due to space limits, see proxy statement for full proposal). 2. The Domestication Proposal - To consider Mgmt Against Against and vote upon a proposal to approve by special resolution, (i) the change of "the Company" jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands pursuant to Article 49 of the amended and restated memorandum and articles of association of "the Company" and registering by way of continuation and domesticating as a corporation incorporated under the laws of the State of Delaware; (ii) conditional ... (due to space limits, see proxy statement for full proposal). 3. Organizational Documents Proposal - To Mgmt Against Against consider and vote upon a proposal to approve by special resolution the proposed new certificate of incorporation (the "Proposed Certificate of Incorporation") and the proposed new bylaws (the "Proposed Bylaws" and, together with the Proposed Certificate of Incorporation, the "Proposed Organizational Documents" (copies of which are attached to the accompanying proxy statement / prospectus as Annex K and Annex J, respectively)) of CITIC ... (due to space limits, see proxy statement for full proposal). 4A. Advisory Organizational Documents Proposal Mgmt Against Against 4A - To authorize the change in the authorized share capital of "the Company" from (i) 200,000,000 "the Company" Class A ordinary shares of a par value of US$0.0001 each, 20,000,000 "the Company" Class B ordinary shares of a par value of US$0.0001 each and 1,000,000 CCAC Preference Shares of a par value of US$0.0001 each to (ii) 300,000,000 shares of Quanergy PubCo common stock and 10,000,000 shares of Quanergy PubCo preferred stock ("Advisory Organizational Documents Proposal 4A"). 4B. Advisory Organizational Documents Proposal Mgmt Against Against 4B - To approve an exclusive forum provision, pursuant to which the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions under Delaware law, and the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint ...(due to space limits, see proxy statement for full proposal). 4C. Advisory Organizational Documents Proposal Mgmt Against Against 4C - To approve a provision electing not to be governed by Section 203 of the DGCL relating to takeovers by interested stockholders but to provide other similar restrictions regarding takeovers by interested stockholders ("Advisory Organizational Documents Proposal 4C"). 4D. Advisory Organizational Documents Proposal Mgmt Against Against 4D - To approve provisions providing that the affirmative vote of the holders of at least 66 2/3% of the total voting power of all the then outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class, will be required to amend, alter, repeal or rescind all or any portion of Article V(B), Article VII, Article VIII, Article IX, Article X, Article XI, Article XII and Article XIII of the Proposed Certificate of Incorporation ("Advisory Organizational Documents Proposal 4D"). 4E. Advisory Organizational Documents Proposal Mgmt Against Against 4E - To approve provisions permitting the removal of a director only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote at an election of directors ("Advisory Organizational Documents Proposal 4E"). 4F. Advisory Organizational Documents Proposal Mgmt Against Against 4F - To approve provisions providing that any action required or permitted to be taken by the stockholders of the Company must be effected at an annual or special meeting of the stockholders of the Company, and shall not be taken by written consent in lieu of a meeting ("Advisory Organizational Documents Proposal 4F"). 4G. Advisory Organizational Documents Proposal Mgmt Against Against 4G - To authorize all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to the accompanying proxy statement / prospectus as Annex K and Annex J, respectively), including (1) changing the company name from "CITIC Capital Acquisition Corp." to "Quanergy ...(due to space limits, see proxy statement for full proposal). 5. The Stock Issuance Proposal - To consider Mgmt Against Against and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, (a) the issuance of Quanergy PubCo common stock to the PIPE Investors pursuant to the PIPE Investment, plus any additional share pursuant to subscription agreements we may enter into prior to Closing, and (b) shares of Quanergy PubCo common stock to certain stockholders of Quanerg pursuant to the ...(due to space limits, see proxy statement for full proposal). 6. The Equity Incentive Plan Proposal - To Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution the Quanergy PubCo 2022 Incentive Award Plan (a copy of which is attached to the accompanying proxy statement / prospectus as Annex H) (the "Equity Incentive Plan Proposal"). 7. The ESPP Proposal - To consider and vote Mgmt Against Against upon a proposal to approve by ordinary resolution the Quanergy PubCo 2022 Employee Stock Purchase Plan (a copy of which is attached to the accompanying proxy statement / prospectus as Annex G) (the "ESPP Proposal"). 8. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the "Adjournment Proposal"). -------------------------------------------------------------------------------------------------------------------------- CLENE INC. Agenda Number: 935570413 -------------------------------------------------------------------------------------------------------------------------- Security: 185634102 Meeting Type: Annual Meeting Date: 05-May-2022 Ticker: CLNN ISIN: US1856341029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR David J. Matlin Mgmt Withheld Against John H. Stevens, M.D. Mgmt Withheld Against Chidozie Ugwumba (FE) Mgmt Withheld Against 2. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as independent registered public accounting firm for fiscal year 2022. -------------------------------------------------------------------------------------------------------------------------- CLEVER LEAVES HOLDINGS INC. Agenda Number: 935649852 -------------------------------------------------------------------------------------------------------------------------- Security: 186760104 Meeting Type: Annual Meeting Date: 24-Jun-2022 Ticker: CLVR ISIN: CA1867601041 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Andres Fajardo Mgmt For For 1.2 Election of Director: Gary M. Julien Mgmt For For 1.3 Election of Director: Elisabeth DeMarse Mgmt For For 1.4 Election of Director: George J. Schultze Mgmt For For 1.5 Election of Director: William Muecke Mgmt For For 2. The appointment of BDO Canada LLP as the Mgmt For For Company's independent registered public accounting firm to serve as independent auditor for the 2022 fiscal year. -------------------------------------------------------------------------------------------------------------------------- CM LIFE SCIENCES III INC Agenda Number: 935531308 -------------------------------------------------------------------------------------------------------------------------- Security: 125841106 Meeting Type: Special Meeting Date: 16-Dec-2021 Ticker: CMLT ISIN: US1258411065 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against approve and adopt the Agreement and Plan of Merger, dated as of August 5, 2021 (as it may be amended and/or restated from time to time, the "Merger Agreement") by and among CM Life Sciences III Inc. (the "Company"), its wholly owned subsidiary, Clover III Merger Sub, Inc. ("Merger Sub"), and EQRx, Inc. ("EQRx"), a copy of which is attached to the proxy statement/prospectus as Annex A, and approve the transactions contemplated thereby. 2. The Nasdaq Stock Issuance Proposal - To Mgmt Against Against approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance of more than 20% of the Company's outstanding common stock in connection with the Business Combination, including up to 120,000,000 shares of our common stock in connection with the subscription agreements, each dated as of August 5, 2021 ("Subscription Agreements"), with certain institutional investors (collectively, the "PIPE Investors"). 3. Incentive Plan Proposal - To approve the Mgmt Against Against EQRx, Inc. 2021 Omnibus Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex C ("2021 Incentive Plan"), including the authorization of the initial share reserve under the Incentive Plan. 4. ESPP Proposal - To approve the EQRx, Inc. Mgmt Against Against 2021 Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/ copy of which is prospectus as Annex D ("ESPP"), including the authorization of the initial share reserve under the ESPP. 5. The Charter Amendment Proposal - To adopt Mgmt Against Against the A&R Certificate of Incorporation in the form attached to the proxy statement/prospectus as Annex E, including a change to the Company's stock classes and an increase in the number of authorized shares of the Company. 6. Adjournment Proposal - To approve, if Mgmt Against Against necessary, the adjournment of the Special Meeting to a later date or dates to permit further solicitation and votes of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Incentive Plan Proposal or the ESPP Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve Proposal Nos. 1 through 4. -------------------------------------------------------------------------------------------------------------------------- CM LIFE SCIENCES, INC. Agenda Number: 935471196 -------------------------------------------------------------------------------------------------------------------------- Security: 18978W109 Meeting Type: Special Meeting Date: 21-Jul-2021 Ticker: CMLF ISIN: US18978W1099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt For For approve and adopt the Agreement and Plan of Merger, dated as of February 9, 2021 (as it may be amended and/or restated from time to time, the "Merger Agreement"), by and among CM Life Sciences, Inc., (the "Company"), S-IV Sub, Inc., ("Merger Sub") and Mount Sinai Genomics, Inc. d/b/a Sema4, a copy of which is attached to the proxy statement as Annex A, and to approve the transactions contemplated thereby, including the merger of Merger Sub...(due to space limits, see proxy statement for full proposal). 2. The Nasdaq Stock Issuance Proposal - To Mgmt For For approve, assuming the Business Combination Proposal is approved, and for purposes of complying with applicable listing rules of the Nasdaq Stock Market, the issuance of more than 20% of the Company's outstanding common stock in connection with the Business Combination and the Subscription Agreements with certain institutional investors (including affiliates of the Company's sponsor and existing investors in Sema4 (the "PIPE Investors"), ...(due to space limits, see proxy statement for full proposal). 3. The Charter Approval Proposal - To consider Mgmt Against Against and vote upon a proposal to approve, assuming the Business Combination Proposal and the Nasdaq Stock Issuance Proposal are approved and adopted, the proposed Amended and Restated Certificate of Incorporation in the form attached as Annex B to the proxy statement. 4. Governance Proposal - To approve, on a Mgmt Against Against non-binding advisory basis, a separate proposal, which would change the stockholder vote required to amend the certificate of incorporation of the post-combination company from a simple majority to an affirmative vote of at least two-thirds of the shareholders of the post-combination company, as further detailed in the proxy statement. 5. Incentive Plan Proposal - To consider and Mgmt Against Against vote upon a proposal to approve, assuming the Business Combination Proposal, the Nasdaq Stock Issuance Proposal and Charter Approval Proposal are approved and adopted, the Incentive Plan, including the authorization of the initial share reserve under the 2021 Equity Incentive Plan, a copy of which is attached to the proxy statement as Annex D. 6. ESPP Proposal - To consider and vote upon a Mgmt Against Against proposal to approve, assuming the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Approval Proposal and Incentive Plan Proposal are approved and adopted, the 2021 Employee Stock Purchase Plan (the "ESPP"), including the authorization of the initial share reserve under the ESPP, a copy of which is attached as Annex E to the proxy statement. 7. The Director Election Proposal - To Mgmt For For consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Approval Proposal, the Incentive Plan Proposal and ESPP Proposal (the "Condition Precedent Proposals") are approved and adopted, the election of nine (9) directors to serve on the post combination company's board of directors, each for a three-year term annual meeting of stockholders or until such director's ... (due to space limits, see proxy statement for full proposal). 8. Adjournment Proposal - To approve, if Mgmt For For necessary, the adjournment of the Special Meeting to a later date or dates to permit further solicitation and votes of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Approval Proposal, the Incentive Plan Proposal or the ESPP Proposal. This proposal will only be presented at the Special Meeting if there are ... (due to space limits, see proxy statement for full proposal). 9. Auditor Ratification Proposal - The Mgmt For For ratification of Withum as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020. -------------------------------------------------------------------------------------------------------------------------- COMPOSECURE, INC. Agenda Number: 935646438 -------------------------------------------------------------------------------------------------------------------------- Security: 20459V105 Meeting Type: Annual Meeting Date: 24-Jun-2022 Ticker: CMPO ISIN: US20459V1052 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jonathan C. Wilk Mgmt For For 1b. Election of Director: Jane J. Thompson Mgmt For For 2. A proposal to ratify the appointment of Mgmt For For Grant Thornton LLP as CompoSecure, Inc.'s independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- CORE SCIENTIFIC, INC. Agenda Number: 935582305 -------------------------------------------------------------------------------------------------------------------------- Security: 21873J108 Meeting Type: Annual Meeting Date: 11-May-2022 Ticker: CORZ ISIN: US21873J1088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michael Levitt Mgmt For For Darin Feinstein Mgmt For For Jarvis Hollingsworth Mgmt For For Matt Minnis Mgmt For For Stacie Olivares Mgmt For For Kneeland Youngblood 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, 2022. -------------------------------------------------------------------------------------------------------------------------- CUSTOM TRUCK ONE SOURCE INC Agenda Number: 935448589 -------------------------------------------------------------------------------------------------------------------------- Security: 23204X103 Meeting Type: Annual Meeting Date: 08-Jul-2021 Ticker: CTOS ISIN: US23204X1037 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Marshall Heinberg Mgmt For For Louis Samson Mgmt Withheld Against David Wolf Mgmt Withheld Against 2. To ratify the appointment of Ernst & Young Mgmt For For LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021. 3. To approve an amendment and restatement of Mgmt Against Against our 2019 Omnibus Incentive Plan to increase the number of shares available thereunder. 4. To approve, on an advisory basis, the Mgmt For For compensation of our named executive officers. 5. To approve, on an advisory basis, the Mgmt 1 Year Against preferred frequency of future advisory votes on the compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- CUSTOM TRUCK ONE SOURCE INC Agenda Number: 935653217 -------------------------------------------------------------------------------------------------------------------------- Security: 23204X103 Meeting Type: Annual Meeting Date: 14-Jun-2022 Ticker: CTOS ISIN: US23204X1037 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Mary Jackson Mgmt For For Bryan Kelln Mgmt Withheld Against Georgia Nelson Mgmt Withheld Against Fred Ross Mgmt Withheld Against 2. To ratify the appointment of Ernst & Young Mgmt For For LLP as the company's independent registered public accounting firm for its fiscal year ending December 31, 2022. 3. To approve the Custom Truck One Source, Mgmt For For Inc. 2022 Employee Stock Purchase Plan. -------------------------------------------------------------------------------------------------------------------------- CVENT HOLDING CORP Agenda Number: 935590326 -------------------------------------------------------------------------------------------------------------------------- Security: 126677103 Meeting Type: Annual Meeting Date: 18-May-2022 Ticker: CVT ISIN: US1266771039 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Betty Hung Mgmt Withheld Against Maneet S. Saroya Mgmt Withheld Against 2. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022. 3. Recommendation, by an advisory vote, on the Mgmt 1 Year For frequency of future advisory votes on executive compensation. -------------------------------------------------------------------------------------------------------------------------- CYXTERA TECHNOLOGIES, INC. Agenda Number: 935611601 -------------------------------------------------------------------------------------------------------------------------- Security: 23284C102 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: CYXT ISIN: US23284C1027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve for a Mgmt For For one-year term ending at the 2023 Annual Meeting: Fahim Ahmed 1b. Election of Director to serve for a Mgmt For For one-year term ending at the 2023 Annual Meeting: John W. Diercksen 1c. Election of Director to serve for a Mgmt For For one-year term ending at the 2023 Annual Meeting: Michelle Felman 1d. Election of Director to serve for a Mgmt For For one-year term ending at the 2023 Annual Meeting: Nelson Fonseca 1e. Election of Director to serve for a Mgmt For For one-year term ending at the 2023 Annual Meeting: Melissa Hathaway 1f. Election of Director to serve for a Mgmt For For one-year term ending at the 2023 Annual Meeting: Manuel D. Medina 1g. Election of Director to serve for a Mgmt For For one-year term ending at the 2023 Annual Meeting: Jeffrey C. Smith 1h. Election of Director to serve for a Mgmt For For one-year term ending at the 2023 Annual Meeting: Raymond Svider 1i. Election of Director to serve for a Mgmt For For one-year term ending at the 2023 Annual Meeting: Gregory Waters 2. To ratify the appointment of Deloitte & Mgmt For For Touche LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2022. 3. To approve the Company's 2022 Employee Mgmt For For Stock Purchase Plan. -------------------------------------------------------------------------------------------------------------------------- D8 HOLDINGS CORP. Agenda Number: 935486351 -------------------------------------------------------------------------------------------------------------------------- Security: G2614K110 Meeting Type: Special Meeting Date: 15-Sep-2021 Ticker: DEH ISIN: KYG2614K1105 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against consider and vote upon a proposal to approve by way of ordinary resolution and adopt the Agreement and Plan of Merger, dated as of April 15, 2021 (as the same may be amended, the "Merger Agreement"), by and among D8, Snowball Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of D8 ("Merger Sub"), Vicarious Surgical Inc., a Delaware corporation ("Vicarious Surgical") and Adam Sachs, an individual, in his capacity as the ...(due to space limits, see proxy material for full proposal). 2. The Domestication Proposal - To consider Mgmt Against Against and vote upon a proposal to approve by way of special resolution, to change the corporate structure and domicile of D8 by way of continuation from an exempted company incorporated in accordance with the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the "Domestication"). The Domestication will be effected immediately prior to the Business Combination by D8 filing a certificate of corporate ... (due to space limits, see proxy material for full proposal). 3. The Stock Issuance Proposal - To consider Mgmt Against Against and vote upon a proposal to approve by way of ordinary resolution for purposes of complying with the applicable provisions of NYSE Listing Rules 312.03(c) and (d), the issuance of New Vicarious Surgical Class A Shares to (i) the PIPE Investors pursuant to the PIPE Investment (each as defined in the accompanying proxy statement/prospectus) and (ii) the Vicarious Surgical Stockholders pursuant to the Merger Agreement (the "Stock Issuance Proposal"). 4. Organizational Documents Proposal - To Mgmt Against Against consider and vote upon a proposal to approve by way of special resolution the Proposed Certificate of Incorporation and the proposed new by-laws ("Proposed By-Laws" and, together with the Proposed Certificate of Incorporation, the "Proposed Organizational Documents") of New Vicarious Surgical (a corporation incorporated in the State of Delaware, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of corporate ...(due to space limits, see proxy material for full proposal). 5A. Advisory Organizational Documents Proposal Mgmt Against Against 5A (Authorized Shares) - to authorize the change in the authorized capital stock of D8 from 200,000,000 D8 Class A Ordinary Shares, par value $0.0001 per share (the "D8 Class A Ordinary Shares"), 20,000,000 D8 Class B Ordinary Shares, par value $0.0001 per share (the "D8 Class B Ordinary Shares" and, together with the D8 Class A Ordinary Shares, the "D8 Ordinary Shares"), and 1,000,000 preference shares, par value $0.0001 per share ...(due to space limits, see proxy material for full proposal). 5B. Advisory Organizational Documents Proposal Mgmt Against Against 5B (Dual Class Common Stock Structure) - to authorize a dual class common stock structure pursuant to which holders of New Vicarious Surgical Class A Stock will be entitled to one vote per share and holders of New Vicarious Surgical Class B Stock will be entitled to twenty votes per share on each matter properly submitted to New Vicarious Surgical's stockholders entitled to vote ("Advisory Organizational Documents Proposal 5B"). 5C. Advisory Organizational Documents Proposal Mgmt Against Against 5C (Sunset Provision for New Vicarious Surgical Class B Stock) - to approve a provision providing that each outstanding share of New Vicarious Surgical Class B Stock shall automatically convert into one share of New Vicarious Surgical Class A Stock upon the first date on which the Vicarious Surgical Founders and Qualified Stockholders (each as defined in the Organizational Documents) collectively cease to beneficially own at least 20% of the ... (due to space limits, see proxy material for full proposal). 5D. Advisory Organizational Documents Proposal Mgmt For For 5D (Declassification of New Vicarious Surgical Board) - to authorize a declassified board of directors whereby each member of the board of directors of New Vicarious Surgical will be elected at each annual meeting of stockholders (or special meeting in lieu thereof), ("Advisory Organizational Documents Proposal 5D"). 5E. Advisory Organizational Documents Proposal Mgmt Against Against 5E (Exclusive Forum Provision) - to authorize adopting Delaware as the exclusive forum for certain stockholder litigation and to authorize adopting the federal district courts of the United States of America as the exclusive forum for resolving complaints asserting a cause of action under the Securities Act of 1933, as amended ("Advisory Organizational Documents Proposal 5E"). 5F. Advisory Organizational Documents Proposal Mgmt Against Against 5F (Required Vote to Amend Charter) - to approve provisions providing that the affirmative vote of at least 662/3% of the voting power of all the then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, will be required for stockholders to amend, alter, repeal or rescind all or any portion of Article 4(B), Article 5, Article 6, Article 7 or Article 9 of the Proposed ... (due to space limits, see proxy material for full proposal). 5G. Advisory Organizational Documents Proposal Mgmt Against Against 5G (Removal of Directors) - to approve provisions permitting the removal of a director only for cause and only by the affirmative vote of the holders of at least 662/3% of the outstanding shares entitled to vote at an election of directors, voting together as a single class ("Advisory Organizational Documents Proposal 5G"). 5H. Advisory Organizational Documents Proposal Mgmt Against Against 5H (Required Vote to Amend Bylaws) - to approve provisions providing that the affirmative vote of at least 662/3% of the voting power of all the then outstanding shares of capital stock entitled to vote at an election of directors, voting as a single class, will be required for stockholders to alter, amend or repeal, in whole or in part, any provision of the Proposed Bylaws or to adopt any provision inconsistent therewith ("Advisory Organizational Documents Proposal 5H"). 5I. Advisory Organizational Documents Proposal Mgmt Against Against 5I (Special Meetings) - to approve provisions requiring that special meetings may be called only by the New Vicarious Surgical Board (except in the case of any holders of Preferred Stock if applicable) ("Advisory Organizational Documents Proposal 5I"). 5J. Advisory Organizational Documents Proposal Mgmt Against Against 5J (Written Consent) - to approve provisions that prohibit stockholder action by written consent in lieu of a meeting. ("Advisory Organizational Documents Proposal 5J"). 5K. Advisory Organizational Documents Proposal Mgmt Against Against 5K (Corporate Opportunity) - to approve provisions providing that New Vicarious Surgical renounces a corporate opportunity that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, any non-employee director of New Vicarious Surgical, unless such opportunity is presented to, or acquired, created or developed by, or otherwise comes into the possession of such person expressly ... (due to space limits, see proxy material for full proposal). 5L. Advisory Organizational Documents Proposal Mgmt Against Against 5L (Additional Changes) - to provide for certain additional changes, including, among other things, (i) making New Vicarious Surgical's corporate existence perpetual and (ii) removing certain provisions related to D8's status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the D8 Board believes is necessary to adequately address the needs of New Vicarious Surgical after ... (due to space limits, see proxy material for full proposal). 6. The New Vicarious Surgical Equity Incentive Mgmt Against Against Plan Proposal - To consider and vote upon a proposal to approve by ordinary resolution the New Vicarious Surgical Equity Incentive Plan (the "New Vicarious Surgical Equity Incentive Plan Proposal"). 7. DIRECTOR Donald Tang Mgmt Withheld Against David Ho Mgmt Withheld Against Samir Kaul Mgmt Withheld Against Dror Berman Mgmt Withheld Against David Styka Mgmt Withheld Against Adam Sachs Mgmt Withheld Against Sammy Khalifa Mgmt Withheld Against Ric Fulop Mgmt Withheld Against Philip Liang Mgmt Withheld Against 8. The Shareholder Adjournment Proposal - To Mgmt Against Against consider and vote upon a proposal to approve by way of ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the "Shareholder Adjournment Proposal"). -------------------------------------------------------------------------------------------------------------------------- DANIMER SCIENTIFIC, INC. Agenda Number: 935524303 -------------------------------------------------------------------------------------------------------------------------- Security: 236272100 Meeting Type: Annual Meeting Date: 15-Dec-2021 Ticker: DNMR ISIN: US2362721001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Stephen E. Croskrey Mgmt For For John P. Amboian Mgmt Withheld Against Richard Hendrix Mgmt Withheld Against Christy Basco Mgmt For For Philip Gregory Calhoun Mgmt Withheld Against Gregory Hunt Mgmt For For Dr. Isao Noda Mgmt Withheld Against Stuart W. Pratt Mgmt For For 2. Ratification of the appointment of KPMG LLP Mgmt For For as the Company's independent registered public accounting firm for the year ending December 31, 2021. -------------------------------------------------------------------------------------------------------------------------- DECARBONIZATION PLUS ACQ. CORP. III Agenda Number: 935521268 -------------------------------------------------------------------------------------------------------------------------- Security: 24279D105 Meeting Type: Special Meeting Date: 07-Dec-2021 Ticker: DCRC ISIN: US24279D1054 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal: To Mgmt For For consider and vote upon a proposal to (a) approve and adopt the Business Combination Agreement and Plan of Reorganization, dated as of June 15, 2021 (as amended by the First Amendment to the Business Combination Agreement dated October 12, 2021, the "Business Combination Agreement"), among Decarbonization Plus Acquisition Corporation III ("DCRC"), DCRC Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of DCRC ("Merger Sub"), and Solid Power ...(due to space limits, see proxy statement for full proposal). 2. The Authorized Share Charter Proposal: To Mgmt Against Against consider and vote upon a proposal to increase the number of authorized shares of DCRC's capital stock, par value $0.0001 per share, from 271,000,000 shares, consisting of (a) 270,000,000 shares of common stock, including 250,000,000 shares of Class A common stock (the "Class A Common Stock") and 20,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred stock, to 2,200,000,000 shares, consisting of (i) 2,000,000,000 shares of common stock, ...(due to space limits, see proxy statement for full proposal). 3. The Additional Charter Proposal: To Mgmt Against Against consider and vote upon a proposal to amend DCRC's amended and restated certificate of incorporation (the "Charter") to (i) eliminate provisions in the Charter relating to the Company's initial business combination that will no longer be applicable to the Company following the closing of the business combination, (ii) change the post- combination company's name to "Solid Power, Inc.," (iii) change the minimum stockholder vote required to amend, repeal or modify ...(due to space limits, see proxy statement for full proposal). 4. The Nasdaq Proposal: To consider and vote Mgmt For For upon a proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq Capital Market, (a) the issuance (or reservation for issuance in respect of certain options, restricted stock, and warrants issued in exchange for outstanding pre-merger Solid Power options, Solid Power restricted stock, and Solid Power warrants) of 139,161,127 shares of Class A Common Stock, and (b) the issuance and sale of 19,500,000 shares of Class A Common ...(due to space limits, see proxy statement for full proposal). 5. The 2021 Plan Proposal: To consider and Mgmt Against Against vote upon a proposal to approve and adopt the Solid Power, Inc. 2021 Equity Incentive Plan and material terms thereunder (the "2021 Plan Proposal"). The 2021 Plan Proposal is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal. 6. The ESPP Proposal: To consider and vote Mgmt Against Against upon a proposal to approve and adopt the Solid Power, Inc. 2021 Employee Stock Purchase Plan and material terms thereunder (the "ESPP Proposal"). The ESPP Proposal is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal. 7. DIRECTOR Douglas Campbell Mgmt For For David B. Jansen Mgmt For For Erik Anderson Mgmt Withheld Against Rainer Feurer Mgmt For For Steven H. Goldberg Mgmt For For Robert M. Tichio Mgmt Withheld Against John J. Stephens Mgmt For For 8. The Adjournment Proposal: To consider and Mgmt For For vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposals, the Nasdaq Proposal, the 2021 Plan Proposal, the ESPP Proposal or the Director Election Proposal. -------------------------------------------------------------------------------------------------------------------------- DECARBONIZATION PLUS ACQUISITION CORP Agenda Number: 935466614 -------------------------------------------------------------------------------------------------------------------------- Security: 242797108 Meeting Type: Special Meeting Date: 15-Jul-2021 Ticker: DCRB ISIN: US2427971088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1) The Business Combination Proposal - To Mgmt Against Against consider and vote upon a proposal to (a)approve and adopt the Business Combination Agreement and Plan of Reorganization, dated as of February 8, 2021 (the "Business Combination Agreement"), among Decarbonization Plus Acquisition Corporation ("DCRB"), DCRB Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of DCRB ("Merger Sub"), and Hyzon Motors Inc., a Delaware corporation ("Hyzon"), pursuant to which Merger Sub ...(due to space limits, see proxy statement for full proposal). 2) The Authorized Share Charter Proposal - To Mgmt Against Against consider and vote upon a proposal to (a) increase the number of authorized shares of DCRB's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), from 250,000,000 shares to 400,000,000 shares and (b) increase the number of authorized shares of DCRB's Preferred Stock, par value $0.0001 per share, from 1,000,000 shares to 10,000,000 shares. The Authorized Share Charter Proposal is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal. 3) The Additional Charter Proposal - To Mgmt Against Against consider and vote upon a proposal to eliminate provisions in DCRB's amended and restated certificate of incorporation relating to DCRB's initial business combination that will no longer be applicable to DCRB following the closing of the business combination (the "Closing"), change the post-combination company's name to "Hyzon Motors Inc." and make certain other changes that the board of directors of DCRB deems appropriate for a public operating company (the ...(due to space limits, see proxy statement for full proposal). 4) The Nasdaq Proposal - To consider and vote Mgmt Against Against upon a proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq Capital Market ("Nasdaq"), (a) the issuance (or reservation for issuance in respect of certain options issued in exchange for outstanding pre-merger Hyzon options, Hyzon RSUs, and Hyzon Warrants) of 202,285,035 shares of Class A Common Stock, (b) the issuance and sale of 35,500,000 shares of Class A Common Stock in the private offering of securities to certain ...(due to space limits, see proxy statement for full proposal). 5) The 2021 Plan Proposal - To consider and Mgmt Against Against vote upon a proposal to approve and adopt the New Hyzon 2021 Equity Incentive Plan (the "2021 Plan") and material terms thereunder (the "2021 Plan Proposal"). The 2021 Plan Proposal is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal. 6) DIRECTOR Erik Anderson Mgmt Withheld Against Ivy Brown Mgmt Withheld Against Dennis Edwards Mgmt Withheld Against Mark Gordon Mgmt Withheld Against George Gu Mgmt Withheld Against Craig Knight Mgmt Withheld Against Viktor Meng Mgmt Withheld Against KD Park Mgmt Withheld Against Elaine Wong Mgmt Withheld Against 7) The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposals, the Nasdaq Proposal, the 2021 Plan Proposal, or the Director Election Proposal (the "Adjournment Proposal"). -------------------------------------------------------------------------------------------------------------------------- DECARBONIZATION PLUS ACQUISITION CORP II Agenda Number: 935537386 -------------------------------------------------------------------------------------------------------------------------- Security: 242794105 Meeting Type: Special Meeting Date: 12-Jan-2022 Ticker: DCRN ISIN: US2427941057 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against approve and adopt the Business Combination Agreement, dated as of May 25, 2021 (as amended by the First Amendment to the Business Combination Agreement, dated July 27, 2021, the "Business Combination Agreement"), among DCRN, Tritium Holdings Pty Ltd, an Australian proprietary company limited by shares ("Tritium"), Tritium DCFC Limited, an Australian unlisted public company limited by shares ("NewCo"), Hulk Merger Sub, Inc., a Delaware corporation and ... (due to space limits, see proxy statement for full proposal). 2. The NewCo Constitution Proposal - On a Mgmt Against Against nonbinding advisory basis, to approve the governance provisions contained in the constitution of NewCo that materially affect DCRN stockholder rights, presented separately in accordance with the U.S. Securities and Exchange Commission guidance (the "NewCo Constitution Proposal" or "Proposal No. 2"). 3. The Adjournment Proposal - To approve the Mgmt Against Against adjournment of the special meeting of DCRN stockholders to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal (the "Adjournment Proposal" or "Proposal No. 3"). -------------------------------------------------------------------------------------------------------------------------- DERMTECH, INC. Agenda Number: 935601472 -------------------------------------------------------------------------------------------------------------------------- Security: 24984K105 Meeting Type: Annual Meeting Date: 26-May-2022 Ticker: DMTK ISIN: US24984K1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director to serve a three-year Mgmt Withheld Against term expiring in 2025: Matthew Posard 1.2 Election of Director to serve a three-year Mgmt Withheld Against term expiring in 2025: Cynthia Collins 2. To ratify the selection of KPMG LLP as the Mgmt For For independent registered public accounting firm of DermTech, Inc. for the fiscal year ending December 31, 2022. 3. To approve, on an advisory basis, the Mgmt For For compensation of the our named executive officers. 4. To approve, on an advisory basis, on the Mgmt 1 Year For frequency of holding an advisory vote on the compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- DESKTOP METAL, INC. Agenda Number: 935461854 -------------------------------------------------------------------------------------------------------------------------- Security: 25058X105 Meeting Type: Annual Meeting Date: 27-Jul-2021 Ticker: DM ISIN: US25058X1054 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Class I Director: Dayna Grayson Mgmt For For 1B. Election of Class I Director: Steve Papa Mgmt For For 1C. Election of Class I Director: Bilal Zuberi Mgmt For For 2. Ratification of the appointment of Deloitte Mgmt For For & Touche as the Company's independent auditors for the fiscal year ending December 31, 2021. -------------------------------------------------------------------------------------------------------------------------- DESKTOP METAL, INC. Agenda Number: 935630031 -------------------------------------------------------------------------------------------------------------------------- Security: 25058X105 Meeting Type: Annual Meeting Date: 09-Jun-2022 Ticker: DM ISIN: US25058X1054 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Class II Director: James Mgmt Against Against Eisenstein 1B. Election of Class II Director: Wen Hsieh Mgmt Against Against 1C. Election of Class II Director: Jeff Immelt Mgmt Against Against 1D. Election of Class II Director: Stephen Mgmt Against Against Nigro 2. To ratify the appointment of Deloitte & Mgmt For For Touche as the Company's independent registered public accountants for the fiscal year ending December 31, 2022. 3. To approve, on an advisory, non-binding Mgmt For For basis, the compensation paid to our named executive officers. 4. To approve, on an advisory, non-binding Mgmt 1 Year For basis, the frequency of future advisory votes on compensation paid to our named executive officers. -------------------------------------------------------------------------------------------------------------------------- DFP HEALTHCARE ACQUISITIONS CORP. Agenda Number: 935511748 -------------------------------------------------------------------------------------------------------------------------- Security: 23343Q100 Meeting Type: Special Meeting Date: 12-Nov-2021 Ticker: DFPH ISIN: US23343Q1004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - to Mgmt Against Against consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of June 28, 2021 (as it may be amended and/or restated from time to time, the "Merger Agreement"), by and among DFP, Orion Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of DFP ("First Merger Sub"), Orion Merger Sub II, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of DFP ("Second Merger Sub") and TOI Parent, ...(due to space limits, see proxy statement for full proposal). 2. Stock Issuance Proposal - to consider and Mgmt Against Against vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with the applicable listing rules of Nasdaq (each, a "Nasdaq Listing Rule"), (i) the issuance of DFP Class A Common Stock, par value $0.0001 per share (the "DFP Class A Common Stock") pursuant to the Merger Agreement and up to 12,500,000 additional Earnout Shares (as defined herein), as described in more detail in the ...(due to space limits, see proxy statement for full proposal). 3. The Charter Proposal - to consider and vote Mgmt Against Against upon a proposal to approve, assuming the Business Combination Proposal and the Stock Issuance Proposal are approved and adopted, a proposed third amended and restated certificate of incorporation (the "Proposed Charter") of DFP, which will amend and restate the second amended and restated certificate of incorporation of DFP, dated March 10, 2020, (the "Current Charter"), which Proposed Charter will be in effect upon the closing of the Business Combination (the "Closing") (the "Charter Amendment Proposal"). 4A. Advisory Charter Proposal A - to change the Mgmt Against Against number of shares of authorized capital stock to 510,000,000, consisting of 500,000,000 shares of New TOI Common Stock, par value $0.0001 per share ("New TOI Common Stock") and 10,000,000 shares of preferred stock, par value $0.0001 per share from 100,000,000 shares of DFP Class A Common Stock, 10,000,000 shares of DFP Class B common stock, par value $0.0001 per share (the "DFP Class B Common Stock") and 1,000,000 shares of preferred stock, par value $0.0001 per share ("Advisory Charter Proposal A"). 4B. Advisory Charter Proposal B - to make each Mgmt For For member of New TOI's board of directors (the "New TOI Board") subject to election at each annual meeting of stockholders (or special meeting in lieu thereof), as opposed to DFP having three classes of directors, with only one class of directors being elected in each year and each class serving a three-year term ("Advisory Charter Proposal B"). 4C. Advisory Charter Proposal C - to change the Mgmt Against Against stockholder vote required to amend certain provisions of the Proposed Charter ("Advisory Charter Proposal C"). 4D. Advisory Charter Proposal D - to change the Mgmt Against Against stockholder vote required to amend the amended and restated bylaws to be adopted by DFP immediately prior to the Closing ("Advisory Charter Proposal D"). 4E. Advisory Charter Proposal E - to prohibit Mgmt Against Against stockholders form acting by written consent by specifying that any action required or permitted to be taken by stockholders must be effected by a duly called annual or special meeting and may not be effected by written consent ("Advisory Charter Proposal E"). 4F. Advisory Charter Proposal F - to renounce Mgmt Against Against any interest or expectancy that New TOI has in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to its nonemployee directors (including any non-employee director who serves as one of New TOI's officers in both his or her director and officer capacities) ("Advisory Charter Proposal F"). 4G. Advisory Charter Proposal G - to amend the Mgmt Against Against exclusive forum provision of the Current Charter to provide that, among other administrative or clarifying revisions, unless New TOI consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for any action asserting a cause of action arising under the Securities Act or any rule or regulation promulgated thereunder (in each case, as amended) shall be the federal district courts of the United States of America ("Advisory Charter Proposal G"). 4H. Advisory Charter Proposal H - to provide Mgmt Against Against for certain additional changes, including, among others, (i) changing the post-business combination company's corporate name from "DFP Healthcare Acquisitions Corp." to "The Oncology Institute, Inc." and making the company's corporate existence perpetual and (ii) removing certain provisions related to DFP's status as a blank check company that will no longer apply upon consummation of the Business Combination, all of which the DFP board of directors ...(due to space limits, see proxy statement for full proposal). 5. The Incentive Plan Proposal - to consider Mgmt Against Against and vote upon a proposal to approve, assuming the Business Combination Proposal, Stock Issuance Proposal and Charter Proposal are approved and adopted, The Oncology Institute, Inc. 2021 Incentive Award Plan (the "2021 Plan"), including the authorization of the initial share reserve under the 2021 Plan (the "Incentive Plan Proposal"). 6. The ESPP Proposal - to consider and vote Mgmt Against Against upon a proposal to approve, assuming the Business Combination Proposal, the Stock Issuance Proposal, the Charter Proposal and the Incentive Plan Proposal are approved and adopted, The Oncology Institute, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"), including the authorization of the initial share reserve under the ESPP (the "ESPP Proposal"). 7. DIRECTOR Richard Barasch Mgmt Withheld Against Brad Hively Mgmt Withheld Against Karen Johnson Mgmt Withheld Against Mohit Kaushal Mgmt Withheld Against Anne McGeorge Mgmt Withheld Against Maeve O'Meara Mgmt Withheld Against Ravi Sarin Mgmt Withheld Against 8. The Adjournment Proposal - to consider and Mgmt Against Against vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote, or DFP determines that one or more of the closing conditions under the Business Combination is not satisfied or waived (the "Adjournment Proposal"). -------------------------------------------------------------------------------------------------------------------------- DIGINEX LIMITED Agenda Number: 935490425 -------------------------------------------------------------------------------------------------------------------------- Security: Y2074E109 Meeting Type: Annual Meeting Date: 29-Sep-2021 Ticker: EQOS ISIN: SGXZ53262598 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1. To approve the Directors' Statement and the Mgmt For For Singapore Statutory Consolidated Audited Financial Statements for the Company's financial year ended March 31, 2021. O2. To approve, for the financial year ending Mgmt For For March 31, 2022, the (i) re-appointment of UHY Lee Seng Chan & Co. as the Company's statutory auditors and for it to hold office until the conclusion of the Company's next annual general meeting; (ii) re-appointment of UHY LLP as the Company's auditors for other applicable reporting requirements under the relevant securities rules and regulations which the Company is subject to as a NASDAQ-listed company; and (iii) authorization for the Board to fix the remuneration for UHY Lee Seng Chan & Co. and UHY LLP. O3. To approve the renewal of general share Mgmt For For issue mandate granted to the Board of Directors for the issue of ordinary shares in the Company. O4. To approve the offer and granting of equity Mgmt Against Against compensation awards (including in the form of restricted share units) in accordance with the Company's 2020 Omnibus Incentive Plan and the issue of shares pursuant to the equity compensation awards. S5. To approve the change of the Company's name Mgmt For For from "DIGINEX LIMITED" to "EQONEX LIMITED". S6. To approve amending Regulation 111 of the Mgmt For For Company's constitution to shorten the notice period required for board meetings from 14 days to 3 days. -------------------------------------------------------------------------------------------------------------------------- DMY TECHNOLOGY GROUP, INC. III Agenda Number: 935487240 -------------------------------------------------------------------------------------------------------------------------- Security: 233278100 Meeting Type: Special Meeting Date: 28-Sep-2021 Ticker: DMYI ISIN: US2332781002 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Transaction Proposal - To consider and vote Mgmt Against Against upon a proposal to approve the Agreement and Plan of Merger, dated as of March 7, 2021 (the "Merger Agreement"), by and among dMY, Ion Trap Acquisition Inc., a Delaware corporation and a direct, wholly owned subsidiary of dMY ("Merger Sub"), and IonQ, Inc., a Delaware corporation ("IonQ"), a copy of which is attached to the proxy statement/prospectus as Annex A. 2. NYSE Proposal - To consider and vote upon a Mgmt Against Against proposal to adopt and approve, for purposes of complying with applicable listing rules of the New York Stock Exchange: the issuance of shares of common stock, par value $0.0001 per share, of the Combined Company (as defined in the proxy statement/prospectus) and securities convertible into or exchangeable for the Combined Company common stock in connection with the Business Combination, including the issuance of shares of common stock in connection with the PIPE Investment. 3. Charter Proposal - To consider and vote Mgmt Against Against upon a proposal to adopt the proposed Second Amended and Restated Certificate of Incorporation in the form attached to the proxy statement/prospectus as Annex B. 4A. Governance Proposal - To consider and vote Mgmt Against Against upon, on a non- binding advisory basis, certain governance provisions in the Proposed Charter: To increase the total number of shares of all classes of authorized capital stock from (i) 401,000,000, and (ii) 1,020,000,000. 4B. Governance Proposal - To consider and vote Mgmt Against Against upon, on a non-binding advisory basis, certain governance provisions in the Proposed Charter: To provide that any amendment to the amended and restated bylaws will require the approval of either the Combined Company's board of directors or the holders of at least 66 2/3% of the voting power of the Combined Company's then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class. 4C. Governance Proposal - To consider and vote Mgmt Against Against upon, on a non- binding advisory basis, certain governance provisions in the Proposed Charter: To provide that any amendment to certain provisions of the Proposed Charter will require the approval of the holders of at least 66 2/3% of the voting power of the Combined Company's then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class. 5. Equity Incentive Plan Proposal - To Mgmt Against Against consider and vote upon a proposal to approve the 2021 Equity Incentive Plan (as defined in the proxy statement/prospectus), in the form attached to the proxy statement/prospectus as Annex D, including the authorization of the initial share reserve under such plan. 6. Employee Stock Purchase Plan Proposal - To Mgmt Against Against consider and vote upon a proposal to approve the Employee Stock Purchase Plan (as defined in the proxy statement/prospectus), in the form attached to the proxy statement/prospectus as Annex E, including the authorization of the initial share reserve under such plan. 7. Adjournment Proposal - To consider and vote Mgmt Against Against upon a proposal to allow the chairman of the Special Meeting (as defined in the proxy statement/prospectus) to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Transaction Proposal, the NYSE Proposal, the Charter Proposal, the Governance Proposals, the Equity Incentive Plan Proposal or the Employee Stock Purchase Plan Proposal. -------------------------------------------------------------------------------------------------------------------------- DMY TECHNOLOGY GROUP, INC. IV Agenda Number: 935519782 -------------------------------------------------------------------------------------------------------------------------- Security: 23344K102 Meeting Type: Special Meeting Date: 03-Dec-2021 Ticker: DMYQ ISIN: US23344K1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - to Mgmt For For consider and vote upon a proposal to approve the agreement and plan of merger, dated as of July 7, 2021 (as may be amended and/or restated from time to time, the "Merger Agreement"), by and among dMY IV; Photon Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of dMY IV ("First Merger Sub"); Photon Merger Sub Two, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of dMY IV ("Second Merger Sub"); and ... (due to space limits, see proxy statement for full proposal). 2A. The Charter Proposal - A proposal to Mgmt Against Against approve and adopt the second amended and restated certificate of incorporation of dMY IV (the "Proposed Charter"), which will replace dMY IV's amended and restated certificate of incorporation, dated March 4, 2021 (the "Current Charter") and will be in effect upon the closing of the Business Combination (the "Closing") (we refer to such proposal as "Charter Proposal A"). 2B. The Charter Proposal - A proposal to (i) Mgmt Against Against approve and adopt an amendment to the Proposed Charter to increase the number of authorized shares of dMY IV Class A common stock from 380,000,000 shares to 570,000,000 shares of New Planet Class A common stock and the total number of authorized shares from 401,000,000 shares to 631,500,000 shares and (ii) to provide that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not ...(due to space limits, see proxy statement for full proposal). 3A. Advisory Charter Proposal A - Under the Mgmt Against Against Proposed Charter, New Planet (as defined in the proxy statement/prospectus) will be authorized to issue 631,500,000 shares of capital stock (or 441,500,000 shares of capital stock in the event Charter Proposal B does not pass), consisting of (i) 570,000,000 shares of New Planet Class A common stock (or 380,000,000 shares of New Planet Class A common stock in the event Charter Proposal B does not pass), par value $0.0001 per share, (ii) 30,000,000 shares ...(due to space limits, see proxy statement for full proposal). 3B. Advisory Charter Proposal B - Under the Mgmt Against Against Proposed Charter, holders of shares of New Planet Class A common stock will be entitled to cast one vote per share of New Planet Class A common stock and holders of shares of New Planet Class B common stock will be entitled (prior to the Sunset Date, as defined in the proxy statement/prospectus) to cast 20 votes per share of New Planet Class B common stock on each matter properly submitted to New Planet's stockholders entitled to vote, as opposed to, under ...(due to space limits, see proxy statement for full proposal). 3C. Advisory Charter Proposal C - Under the Mgmt Against Against Proposed Charter, until the Sunset Date (as defined in the proxy statement/prospectus), any actions required to be taken or permitted to be taken by the stockholders of New Planet Class A common stock and New Planet Class B common stock may be taken by written consent signed by the stockholders of New Planet having not less than the minimum number of votes that would be necessary to authorize such action at a meeting, as opposed to, under the current charter, the ...(due to space limits, see proxy statement for full proposal). 3D. Advisory Charter Proposal D - In addition Mgmt Against Against to any vote Required by applicable law, heightened standards for amendments of certain provisions in the Proposed Charter relating to: (i) designations, powers, privileges and rights, and the qualifications, limitations or restrictions in respect of each class of capital stock of New Planet, (ii) classification and election of the New Planet Board, (iii) actions taken by the stockholders of New Planet, (iv) exculpation of personal ...(due to space limits, see proxy statement for full proposal). 3E. Advisory Charter Proposal E - Under the Mgmt Against Against Proposed Charter, New Planet will no longer be governed by Section 203 of the General Corporation Law of the State of Delaware (the "DGCL") and, instead, the Proposed Charter will include a provision that is substantially similar to Section 203 of the DGCL, but excludes certain parties' from the definition of "interested stockholder," and will make certain related changes; however, New Planet's election to opt out of Section 203 of the ...(due to space limits, see proxy statement for full proposal). 3F. Advisory Charter Proposal F - The Proposed Mgmt Against Against Charter will also include a provision with respect to corporate opportunities, that will provide that each "Identified Person" is not subject to the doctrine of corporate opportunity and does not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as New Planet or any of its subsidiaries, subject to certain limited exceptions. 3G. Advisory Charter Proposal G - The Proposed Mgmt For For Charter designates New Planet as a public benefit corporation and identifies its public benefit as to accelerate humanity toward a more sustainable, secure and prosperous world by illuminating environmental and social change as opposed to the Current Charter, which provides that dMY IV's purpose is to engage in any lawful act or activity for which corporations may be organized under the DGCL. 3H. Advisory Charter Proposal H - The directors Mgmt Against Against of New Planet will be classified into three classes, with each class consisting, as nearly as may be possible, of one third of the total number of directors constituting the whole board. Subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors, (i) until the last applicable Sunset Date, a director may be removed from office at any time, with or without cause and only by the ...(due to space limits, see proxy statement for full proposal). 4. The Stock Issuance Proposal - to consider Mgmt For For and vote upon a proposal to approve, assuming the Business Combination Proposal and Charter Proposal A are approved and adopted, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of (x) shares of dMY IV common stock pursuant to the terms of the Merger Agreement and (y) shares of dMY IV Class A common stock to certain institutional investors and individuals (the "PIPE Investors") in connection with the ...(due to space limits, see proxy statement for full proposal). 5. The Incentive Plan Proposal - to consider Mgmt Against Against and vote upon a proposal to approve, assuming the Business Combination Proposal, Charter Proposal A and the Stock Issuance Proposal are approved and adopted, the New Planet 2021 Incentive Award Plan (the "Incentive Plan"), a copy of which is attached to the proxy statement/prospectus as Annex D, including the authorization of the initial share reserve under the Incentive Plan (we refer to this proposal as the "Incentive Plan Proposal"). 6. The ESPP Proposal - to consider and vote Mgmt Against Against upon a proposal to approve, assuming the Business Combination Proposal, Charter Proposal A, the Stock Issuance Proposal and the Incentive Plan Proposal are approved and adopted, the New Planet 2021 Employee Stock Purchase Plan (the "ESPP"), a copy of which is attached to the proxy statement/prospectus as Annex E, including the authorization of the initial share reserve under the ESPP (we refer to this proposal as the "ESPP Proposal"). 7. The Adjournment Proposal - to consider and Mgmt For For vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, Charter Proposal A, the Stock Issuance Proposal, the Incentive Plan Proposal and the ESPP Proposal would not be duly approved and adopted by our stockholders or we determine that one ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- DOCGO INC. Agenda Number: 935636552 -------------------------------------------------------------------------------------------------------------------------- Security: 256086109 Meeting Type: Annual Meeting Date: 20-Jun-2022 Ticker: DCGO ISIN: US2560861096 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Stan Vashovsky Mgmt Withheld Against Ira Smedra Mgmt Withheld Against Ely D. Tendler Mgmt Withheld Against 2. Ratification of the appointment of Urish Mgmt For For Popeck & Co., LLC as the Company's independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- DRAFTKINGS INC. Agenda Number: 935556348 -------------------------------------------------------------------------------------------------------------------------- Security: 26142R104 Meeting Type: Annual Meeting Date: 19-Apr-2022 Ticker: DKNG ISIN: US26142R1041 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Jason D. Robins Mgmt Withheld Against Harry E. Sloan Mgmt Withheld Against Matthew Kalish Mgmt Withheld Against Paul Liberman Mgmt Withheld Against Woodrow H. Levin Mgmt Withheld Against Shalom Meckenzie Mgmt Withheld Against Jocelyn Moore Mgmt Withheld Against Ryan R. Moore Mgmt Withheld Against Valerie Mosley Mgmt Withheld Against Steven J. Murray Mgmt Withheld Against Marni M. Walden Mgmt Withheld Against Tilman Fertitta Mgmt For For 2. To ratify the appointment of BDO USA, LLP Mgmt For For as our independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. To conduct a non-binding advisory vote on Mgmt For For executive compensation. -------------------------------------------------------------------------------------------------------------------------- DRAGONEER GROWTH OPPORTUNITIES CORP. Agenda Number: 935473657 -------------------------------------------------------------------------------------------------------------------------- Security: G28302100 Meeting Type: Special Meeting Date: 29-Jul-2021 Ticker: DGNR ISIN: KYG283021007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal-RESOLVED, Mgmt Against Against as an ordinary resolution, that Dragoneer's entry into the Business Combination Agreement, dated as of February 2, 2021 (as amended on April 22, 2021 by Amendment No. 1 to Business Combination Agreement and on July 6, 2021 by Amendment No. 2 to the Business Combination Agreement, and as may be further amended, supplemented or otherwise modified from time to time, (the "Business Combination Agreement"), by and among Dragoneer, Chariot Opportunity Merger Sub , Inc., a Delaware corporation. 2. The Domestication Proposal- RESOLVED, as a Mgmt Against Against special resolution, that Dragoneer be transferred by way of continuation to Delaware pursuant to Part XII of the Companies Act (As Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, Dragoneer be continued and domesticated as a corporation under the laws of the State of Delaware. 3. The Proposed Charter and Bylaws Mgmt Against Against Proposal-RESOLVED, as a special resolution, that the certificate of incorporation and bylaws of Dragoneer, copies of which are attached to the proxy statement/prospectus as Annex C and Annex D, respectively), be approved as the certificate of incorporation and bylaws of CCC Intelligent Solutions Holdings Inc., effective upon the effectiveness of the Domestication. 4. Advisory Governing Documents Proposals- to Mgmt Abstain Against consider and vote upon the following five (5) separate resolutions, each as an ordinary resolution and on a non-binding advisory basis, to approve the following material differences between the amended and restated memorandum and articles of association of Dragoneer ("Existing Governing Documents") and the proposed new certificate of incorporation, a copy of which is attached to the proxy statement/prospectus as Annex C (the "Proposed Certificate of Incorporation") and the proposed new bylaws. 4A. Advisory Governing Documents Proposal A - Mgmt Against Against RESOLVED, as an ordinary resolution, that the change in the authorized share capital of Dragoneer from US$22,100 divided into (i) 200,000,000 Class A ordinary shares, par value $0.0001 per share, (ii) 20,000,000 Class B ordinary shares, par value $0.0001 per share and (iii) 1,000,000 preference shares, par value $0.0001 per share, to (a) 5,000,000,000 shares of common stock, par value $0.0001 per share, of New CCC and (b) 100,000,000 shares of preferred stock, par value $0.0001 per share, of New CCC. 4B. Advisory Governing Documents Proposal B - Mgmt Against Against RESOLVED, as an ordinary resolution, that the authorization to the New CCC Board to issue any or all shares of New CCC Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New CCC Board and as may be permitted by the Delaware General Corporation Law be approved. 4C. Advisory Governing Documents Proposal C - Mgmt Against Against RESOLVED, as an ordinary resolution, that the provision that certain provisions of the certificate of incorporation and bylaws of New CCC are subject to the Shareholder Rights Agreement be approved. 4D. Advisory Governing Documents Proposal D - Mgmt Against Against RESOLVED, as an ordinary resolution, that the removal of the ability of New CCC stockholders to take action by written consent in lieu of a meeting unless investment fund(s) affiliated with or managed by Advent International Corp. or any of its affiliates, or any successor, transferee or affiliate thereof, beneficially own a majority of the voting power of all of the then-outstanding shares of capital stock of New CCC. 4E. Advisory Governing Documents Proposal E - Mgmt Against Against RESOLVED, as an ordinary resolution, that the amendment and restatement of the Existing Governing Documents be approved and that all other changes necessary or, as mutually agreed in good faith by Dragoneer and CCC, desirable in connection with the replacement of Existing Governing Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to the proxy statement/prospectus as Annex C and Annex D, respectively. 5. The NYSE Proposal - RESOLVED, as an Mgmt Against Against ordinary resolution, that for the purposes of complying with the applicable provisions of Rule 312.03 of the NYSE Listed Company Manual, the issuance of the forward purchase units and the shares of New CCC Common Stock be approved. 6. The Incentive Equity Plan Proposal - Mgmt Against Against RESOLVED, as an ordinary resolution, that the New CCC 2021 Equity Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex J, be adopted and approved. 7. The Employee Stock Purchase Plan Proposal - Mgmt For For RESOLVED, as an ordinary resolution, that the New CCC Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus as Annex K, be adopted and approved. 8. The Adjournment Proposal - RESOLVED, as an Mgmt Against Against ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates (i) to solicit additional proxies for the purpose of obtaining approval by the Dragoneer Shareholders for each of the proposals necessary to consummate transactions contemplated by the Business Combination Agreement (ii) for the absence of a quorum, (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended. -------------------------------------------------------------------------------------------------------------------------- DRAGONEER GROWTH OPPORTUNITIES CORP. II Agenda Number: 935521775 -------------------------------------------------------------------------------------------------------------------------- Security: G28314105 Meeting Type: Special Meeting Date: 07-Dec-2021 Ticker: DGNS ISIN: KYG283141052 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal-RESOLVED, Mgmt Against Against as an ordinary resolution, that Dragoneer's entry into the Business Combination Agreement, dated as of July 23, 2021 by and among Dragoneer, Redwood Opportunity Merger Sub, Inc., a Delaware corporation ("Merger Sub I"), Redwood Merger Sub LLC, a Delaware limited liability company ("Merger Sub II"), and Papay Topco, Inc., a Delaware corporation ("Cvent"), including the Mergers as set forth therein. 2. The Domestication Proposal-RESOLVED, as a Mgmt Against Against special resolution, that Dragoneer be transferred by way of continuation to Delaware pursuant to Part XII of the Companies Act of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware, be domesticated as a Delaware corporation and its name be changed to "Cvent Holding Corp." 3. The Proposed Charter and Bylaws Mgmt Against Against Proposal-RESOLVED, as a special resolution, that the certificate of incorporation and bylaws of Dragoneer, copies of which are attached to the proxy statement/prospectus/consent solicitation as Annex C and Annex D, respectively, be approved as the certificate of incorporation and bylaws of Cvent Holding Corp., effective upon the effectiveness of the Domestication. 4A. Advisory Governing Documents Proposal Mgmt Against Against A-RESOLVED, as an ordinary resolution, that the authorized share capital of Dragoneer be changed to (a) 1.5 billion shares of common stock of New Cvent and (b) 1 million shares of preferred stock of New Cvent. 4B. Advisory Governing Documents Proposal Mgmt Against Against B-RESOLVED, as an ordinary resolution, that the authorization to the New Cvent Board to issue any or all shares of New Cvent Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New Cvent Board and as may be permitted by the Delaware General Corporation Law be approved. 4C. Advisory Governing Documents Proposal Mgmt Against Against C-RESOLVED, as an ordinary resolution, that the provision that certain provisions of the certificate of incorporation of New Cvent are subject to the Investor Rights Agreement be approved. 4D. Advisory Governing Documents Proposal Mgmt Against Against D-RESOLVED, as an ordinary resolution, that the removal of the ability of New Cvent stockholders to take action by written consent in lieu of a meeting be approved. 4E. Advisory Governing Documents Proposal Mgmt Against Against E-RESOLVED, as an ordinary resolution, that the existing governing documents of Dragoneer be amended and restated in the forms attached to the proxy statement. 5. The Nasdaq Proposal-RESOLVED, as an Mgmt Against Against ordinary resolution, that for the purposes of complying with the applicable provisions of Nasdaq Stock Exchange Listing Rule 5635, the issuance of the Forward Purchase Shares and the shares of New Cvent Common Stock be approved. 6. The Incentive Equity Plan Mgmt Against Against Proposal-RESOLVED, as an ordinary resolution, that the Cvent Holding Corp. 2021 Omnibus Incentive Plan, a copy of which is attached to the proxy statement/prospectus/consent solicitation as Annex J, be adopted and approved. 7. The ESPP Proposal- RESOLVED, as an ordinary Mgmt Against Against resolution, that the Cvent Holding Corp. Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus/consent solicitation as Annex K, be adopted and approved. 8. The Adjournment Proposal-RESOLVED, as an Mgmt Against Against ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates, if necessary, be approved. -------------------------------------------------------------------------------------------------------------------------- DYNAMICS SPECIAL PURPOSE CORP. Agenda Number: 935654055 -------------------------------------------------------------------------------------------------------------------------- Security: 268010105 Meeting Type: Special Meeting Date: 07-Jun-2022 Ticker: DYNS ISIN: US2680101050 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1) The Business Combination Proposal. To adopt Mgmt Against Against a proposal to (a) adopt and approve the Business Combination Agreement (the "Business Combination Agreement"), dated as of December 19, 2021, as amended from time to time, including as amended on February 12, 2022 by Amendment No. 1 to Business Combination Agreement, among DYNS, Explore Merger Sub, Inc. ("Merger Sub"), a Delaware corporation and a wholly-owned subsidiary of DYNS, and Senti Biosciences, Inc., a Delaware corporation ("Senti"), ...(due to space limits, see proxy material for full proposal). 2) The Charter Amendment Proposal. To adopt a Mgmt Against Against proposal to approve the amendment and restatement of DYNS's Amended and Restated Certificate of Incorporation ("Current Charter") and Bylaws currently in effect by the deletion in their entirety and the substitution in their place of the proposed Second Amended and Restated Certificate of Incorporation ("Proposed Charter") and Amended Bylaws, respectively (a copy of each of which is attached to the proxy statement/prospectus in respect of the ...(due to space limits, see proxy material for full proposal). 3a) The Advisory Charter Amendment Proposals. Mgmt Against Against To approve the change of the corporate name of the Combined Company to "Senti Biosciences, Inc." on and from the time of the Business Combination. 3b) The Advisory Charter Amendment Proposals. Mgmt Against Against To approve the increase in the authorized shares of common stock of the Combined Company to 500,000,000 shares. 3c) The Advisory Charter Amendment Proposals. Mgmt Against Against To approve the increase in the authorized shares of preferred stock that the Combined Company's board of directors could issue to 10,000,000 shares. 3d) The Advisory Charter Amendment Proposals. Mgmt Against Against To approve that certain named individuals be elected to serve as Class I, Class II and Class III directors and serve staggered terms on the board of directors of the Combined Company until their respective successors are duly elected and qualified, or until their earlier resignation, death, or removal, and to provide that the removal of any director be only for cause (and by the affirmative vote of the holders of at least 75% of the Combined ...(due to space limits, see proxy material for full proposal). 3e) The Advisory Charter Amendment Proposals. Mgmt Against Against To approve certain amendments to provisions of the Proposed Charter will require the approval of the holders of at least 75% of the Combined Company's then-outstanding shares of capital stock entitled to vote on such amendments, and of the holders of shares of each class entitled to vote thereon as a class. 3f) The Advisory Charter Amendment Proposals. Mgmt Against Against To approve making the Combined Company's corporate existence perpetual instead of requiring DYNS to be dissolved and liquidated 24 months following the closing of its initial public offering, and to omit from the Proposed Charter the various provisions applicable only to special purpose acquisition companies. 3g) The Advisory Charter Amendment Proposals. Mgmt Against Against To approve the removal the provisions that allow stockholders to act by written consent as opposed to holding a stockholders meeting. 4) The Nasdaq Stock Issuance Proposal. To Mgmt Against Against adopt a proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq Global Market, the issuance by DYNS of (a) up to 26,000,000 shares of Class A Common Stock in connection with the Business Combination and (ii) an aggregate of 6,680,000 shares of Class A Common Stock to the PIPE Investors pursuant to the Subscription Agreements (in each case, as defined in the Business Combination Agreement). 5) The Incentive Plan Proposal. To adopt a Mgmt Against Against proposal to approve the Senti Biosciences, Inc. 2022 Equity Incentive Plan in the form attached to the proxy statement/prospectus in respect of the special meeting as Annex C, which will become effective as of and contingent on the consummation of the Business Combination. 6) The ESPP Proposal. To adopt a proposal to Mgmt Against Against approve the Senti Biosciences, Inc. 2022 Employee Stock Purchase Plan in the form attached to the proxy statement/prospectus in respect of the special meeting as Annex D, which will become effective as of and contingent on the consummation of the Business Combination. 7) The Adjournment Proposal. To adopt a Mgmt Against Against proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, in the judgment of the board of directors of DYNS or the officer presiding over the special meeting, for DYNS to consummate the Business Combination. -------------------------------------------------------------------------------------------------------------------------- E.MERGE TECHNOLOGY ACQUISITION CORP Agenda Number: 935671518 -------------------------------------------------------------------------------------------------------------------------- Security: 26873Y104 Meeting Type: Special Meeting Date: 28-Jun-2022 Ticker: ETAC ISIN: US26873Y1047 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Extension Amendment Proposal: Amend the Mgmt For For Company's second amended and restated certificate of incorporation to extend the date by which the Company has to consummate a Business Combination from August 4, 2022 to November 4, 2022 or such earlier date as determined by the board of directors. 2. Adjournment Proposal: Adjourn the Special Mgmt For For Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1. -------------------------------------------------------------------------------------------------------------------------- E2OPEN PARENT HOLDINGS INC Agenda Number: 935482416 -------------------------------------------------------------------------------------------------------------------------- Security: 29788T103 Meeting Type: Special Meeting Date: 31-Aug-2021 Ticker: ETWO ISIN: US29788T1034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approve the issuance of 72,383,299 shares Mgmt For For of Class A common stock to the BluJay Sellers in the Transaction and the issuance of 28,909,022 shares of Class A common stock to the PIPE Investors in the Pre-Closing Financing and the Incremental Shares, if any, in accordance with the Incremental Financing, which collectively will represent more than 20% of the shares of Class A common stock outstanding immediately prior to the consummation of the Transaction and the Pre-Closing Financing, pursuant to NYSE Listing Rule 312.03; and 2. approve a postponement or adjournment of Mgmt For For the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing Proposal No. 1. -------------------------------------------------------------------------------------------------------------------------- ECP ENVIRONMENTAL GROWTH OPPORTUNITIES Agenda Number: 935542983 -------------------------------------------------------------------------------------------------------------------------- Security: 26829T100 Meeting Type: Special Meeting Date: 02-Feb-2022 Ticker: ENNV ISIN: US26829T1007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of July 18, 2021 and amended on December 26, 2021 (as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among ENNV, ENNV Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of ENNV ("Merger Sub"), and Fast Radius, Inc., a Delaware corporation ("Fast Radius"), and the ...(due to space limits, see proxy statement for full proposal). 2A. The Charter Proposal - To authorize the Mgmt Against Against change in the authorized capital stock of ENNV from (i) 110,000,000 shares of common stock, of which (A) 100,000,000 shares were Class A common stock and (B) 10,000,000 shares were Class B common stock and (ii) 1,000,000 shares of preferred stock, to 351,000,000 total shares, consisting of (X) 350,000,000 shares of common stock, and (Y) 1,000,000 shares of preferred stock, and eliminate the ENNV Class B common stock and any rights of holders thereof. 2B. The Charter Proposal - To approve that the Mgmt Against Against Proposed Charter will require an affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of ENNV following the consummation of the Business Combination and the other transactions contemplated by the Merger Agreement (the "Combined Company") entitled to vote generally in an election of directors to adopt, amend, alter, repeal or rescind the Combined Company's bylaws. 2C. The Charter Proposal - To approve that the Mgmt Against Against Proposed Charter will provide that Fast Radius's shareholders may vote to remove directors with cause only by at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Combined Company entitled to vote at an election of the directors. 2D. The Charter Proposal - To authorize all Mgmt Against Against other changes in connection with the amendment of the Amended and Restated Certificate of Incorporation of ENNV, dated February 11, 2021 (the "Existing Charter") with the Proposed Charter in connection with the consummation of the Business Combination, including (1) changing the corporate name from "ECP Environmental Growth Opportunities Corp." to "Fast Radius, Inc.," (2) making Fast Radius's corporate existence perpetual and (3) removing certain ...(due to space limits, see proxy statement for full proposal). 3A. Election of Director until the 2022 annual Mgmt For For meeting of stockholders: Tyler Reeder (as Class I Director Nominee) 3B. Election of Director until the 2022 annual Mgmt For For meeting of stockholders: Nick Solaro (as Class I Director Nominee) 3C. Election of Director until the 2023 annual Mgmt For For meeting of stockholders: Matthew Maloney (as Class II Director Nominee) 3D. Election of Director until the 2023 annual Mgmt For For meeting of stockholders: Betsy Ziegler (as Class II Director Nominee) 3E. Election of Director until the 2024 annual Mgmt For For meeting of stockholders: Lou Rassey (as Class III Director Nominee) 3F. Election of Director until the 2024 annual Mgmt For For meeting of stockholders: Matthew Flanigan (as Class III Director Nominee) 3G. Election of Director until the 2024 annual Mgmt For For meeting of stockholders: Steven Koch (as Class III Director Nominee) 4. The NASDAQ Proposal - To consider and vote Mgmt Against Against upon a proposal to approve, for purposes of complying with applicable listing rules of NASDAQ: (i) the issuance of shares of Class A common stock, par value $0.0001 per share, of ENNV ("ENNV Class A common stock") to Fast Radius equityholders pursuant to the Merger Agreement; (ii) the issuance of shares of ENNV Class A common stock to certain investors pursuant to those certain subscription agreements entered into by ENNV in connection with ...(due to space limits, see proxy statement for full proposal). 5. The Incentive Plan Proposal - To consider Mgmt Against Against and vote upon a proposal to approve and adopt the Fast Radius, Inc. 2022 Equity Incentive Plan, in the form attached to the accompanying proxy statement/prospectus as Annex H (the "Incentive Plan Proposal"). 6. The Employee Stock Purchase Plan Proposal - Mgmt Against Against To consider and vote upon a proposal to approve and adopt the Fast Radius, Inc. 2022 Employee Stock Purchase Plan, in the form attached to the accompanying proxy statement/prospectus as Annex I (the "Employee Stock Purchase Plan Proposal"). 7. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the Business Combination Proposal, the Charter Proposal, the Director Election Proposal, the NASDAQ Proposal, the Incentive Plan Proposal or the Employee Stock Purchase Plan Proposal (the "Adjournment Proposal" and, together ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- EFFECTOR THERAPEUTICS, INC. Agenda Number: 935627856 -------------------------------------------------------------------------------------------------------------------------- Security: 28202V108 Meeting Type: Annual Meeting Date: 09-Jun-2022 Ticker: EFTR ISIN: US28202V1089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Class I director for a Mgmt For For three-year term expiring at the 2025 Annual Meeting of Stockholders: Kristen Harrington-Smith 1.2 Election of Class I director for a Mgmt Withheld Against three-year term expiring at the 2025 Annual Meeting of Stockholders: Stephen T. Worland, Ph.D. 2. To ratify the appointment of Ernst & Young Mgmt For For LLP as our independent public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- EJF ACQUISITION CORP. Agenda Number: 935668408 -------------------------------------------------------------------------------------------------------------------------- Security: G2955B109 Meeting Type: Special Meeting Date: 17-Jun-2022 Ticker: EJFA ISIN: KYG2955B1095 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Resolution - Mgmt Against Against RESOLVED, as an ordinary resolution, that EJF Acquisition Corp.'s ("EJFA") entry into the Agreement and Plan of Merger, dated as of September 15, 2021 (the "Merger Agreement"), by and among EJFA, Pagaya Technologies Ltd. ("Pagaya") and Rigel Merger Sub Inc. ("Merger Sub"), a copy of which is attached as Annex A to the proxy statement/prospectus, pursuant to which, among other things, Merger Sub will merge with and into EJFA, with EJFA surviving ...(due to space limits, see proxy material for full proposal). 2. The Merger Resolution - RESOLVED, as a Mgmt Against Against special resolution, that the Plan of Merger be authorized, approved and confirmed in all respects, that EJFA be and is hereby authorized to enter into the Plan of Merger, and that the merger of Rigel Merger Sub Inc. with and into EJFA, with EJFA surviving the merger as a wholly- owned subsidiary of Pagaya, be authorized, approved and confirmed in all respects. 3. The Adjournment Resolution - RESOLVED, as Mgmt Against Against an ordinary resolution, that the adjournment of the Special Meeting to a later date or dates be approved: (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to shareholders, (B) in order to solicit additional proxies from shareholders in favor of one or more of the proposals at the Special Meeting, or (C) to seek withdrawals of redemption requests from shareholders. -------------------------------------------------------------------------------------------------------------------------- EMBARK TECHNOLOGY INC. Agenda Number: 935629482 -------------------------------------------------------------------------------------------------------------------------- Security: 29079J103 Meeting Type: Annual Meeting Date: 09-Jun-2022 Ticker: EMBK ISIN: US29079J1034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Patricia Chiodo Mgmt For For Alex Rodrigues Mgmt Withheld Against 2. Ratification of Deloitte & Touche LLP as Mgmt For For Embark's Independent Auditor for 2022. -------------------------------------------------------------------------------------------------------------------------- EMPOWER LTD. Agenda Number: 935468947 -------------------------------------------------------------------------------------------------------------------------- Security: G3R39W102 Meeting Type: Special Meeting Date: 14-Jul-2021 Ticker: EMPW ISIN: KYG3R39W1020 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Business Combination Proposal - Proposal to Mgmt Against Against adopt the Merger Agreement, dated as of March 11, 2021 (as it may be amended from time to time, the "Merger Agreement") by and among Empower, Empower Merger Sub I, Inc., a Delaware corporation and subsidiary of Empower ("Merger Sub I"), Empower Merger Sub II, LLC, a Delaware limited liability company and subsidiary of Empower ("Merger Sub II") and Holley Intermediate Holdings, Inc., a Delaware corporation "Holley"),...(due to space limits, see proxy statement for full proposal). 2. Redomestication Proposal - Proposal to Mgmt Against Against approve by special resolution the change of the Company's jurisdiction of incorporation by continuing and deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication" and, together with the Mergers, the "Business Combination"). The Redomestication Proposal is conditioned on the approval of each of the Business Combination ...(due to space limits, see proxy statement for full proposal). 3A. Authorized Shares - Proposal to amend the Mgmt Against Against Cayman Constitutional Documents to authorize 555,000,000 shares, consisting of 550,000,000 shares of Domestication Common Stock and 5,000,000 shares of New Holley preferred stock. 3B. Exclusive Forum Provision - Proposal to Mgmt Against Against amend the Cayman Constitutional Documents to adopt Delaware as the exclusive forum. 3C. Takeovers by Interested Stockholders - Mgmt Against Against Proposal to amend the Cayman Constitutional Documents to allow New Holley to elect not to be governed by Section 203 of the DGCL relating to takeovers by interested stockholders and, instead, be governed by a provision substantially similar to Section 203 of the DGCL. 3D. Adoption of Supermajority Vote Requirement Mgmt Against Against to Amend the Proposed Organizational Documents - Proposal to amend the Cayman Constitutional Documents to require the affirmative vote of at least (i) 66 2/3% to adopt, amend or repeal Article VI of the Proposed Bylaws (ii) 66.7%, to adopt, amend or repeal amend, alter, repeal or rescind Section 4.2 and Articles V, VII, VIII, X, XI and XII of the Proposed Charter and (iii) 80% to adopt, amend or repeal Article IX of the Proposed Charter. 3E. Removal of Directors - Proposal to amend Mgmt Against Against the Cayman Constitutional Documents to permit the removal of a director only for cause and only by the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote at an election of directors. 3F. Action by Written Consent of Stockholders - Mgmt Against Against Proposal to amend the Cayman Constitutional Documents to require stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting. 3G. Corporate Opportunities - Proposal to amend Mgmt Against Against the Cayman Constitutional Documents to explicitly waive any expectation of corporate opportunities with respect to New Holley's non- employee directors. 3H. Other Changes In Connection With Adoption Mgmt Against Against of the Proposed Organizational Documents - Proposal to amend the Cayman Constitutional Documents to authorize (1) changing the corporate name from "Empower Ltd." to "Holley Inc.", (2) making New Holley's corporate existence perpetual, and (3) removing certain provisions related to Empower's status as a blank check company that will no longer be applicable upon consummation of the Business Combination. 4. Binding Charter Proposals - Proposal to Mgmt Against Against adopt by special resolution the Proposed Charter in the form attached to the Proxy Statement as Annex C. The Binding Charter Proposal is conditioned on the approval of each of the Business Combination Proposal, the Redomestication Proposal and the NYSE Proposal. Therefore, if each of the Business Combination Proposal, the Redomestication Proposal and the NYSE Proposal is not approved, the Binding Charter Proposal will have no effect. 5. Director Election Proposal - Proposal to Mgmt Against Against elect seven (7) directors who upon consummation of the Business Combination will be directors of New Holley. The Director Election Proposal is conditioned on the approval of each of the Business Combination Proposal, the Redomestication Proposal, the NYSE Proposal and the Binding Charter Proposal. Therefore, if each of the Business Combination Proposal, the Redomestication Proposal, the NYSE Proposal and the Binding Charter Proposal is not approved, the ...(due to space limits, see proxy statement for full proposal). 6. The NYSE Proposal - Proposal to approve, Mgmt Against Against for purposes of complying with applicable NYSE listing rules, the issuance of more than 20% of Empower Class A Shares and Empower Class B Shares pursuant to the Business Combination. The NYSE Proposal is conditioned on the approval of each of the Business Combination Proposal, the Redomestication Proposal and the Binding Charter Proposal. Therefore, if each of the Business Combination Proposal, the Redomestication Proposal and the ... (due to space limits, see proxy statement for full proposal). 7. Incentive Plan Proposal - Proposal to Mgmt For For approve the Holley Inc. 2021 Stock Incentive Plan (the "Incentive Plan"), in the form attached to the Proxy Statement as Annex I, including the authorization of the initial share reserve under the Incentive Plan. The Incentive Plan Proposal is conditioned on the approval of each of the Business Combination Proposal, the Redomestication Proposal, the NYSE Proposal and the Binding Charter Proposal. Therefore, if each of the Business Combination ...(due to space limits, see proxy statement for full proposal). 8. Adjournment Proposal - Proposal to adjourn Mgmt Against Against the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Redomestication Proposal, the Binding Charter Approval Proposal, the Incentive Plan Proposal, the Director Election Proposal and the NYSE Proposal. -------------------------------------------------------------------------------------------------------------------------- ENJOY TECHNOLOGY, INC Agenda Number: 935585286 -------------------------------------------------------------------------------------------------------------------------- Security: 29335V106 Meeting Type: Annual Meeting Date: 16-May-2022 Ticker: ENJY ISIN: US29335V1061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Class I Director: Salaam Mgmt For For Coleman Smith 1B. Election of Class I Director: Melinda White Mgmt Withheld Against 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, 2022. -------------------------------------------------------------------------------------------------------------------------- ENOVIX CORPORATION Agenda Number: 935636285 -------------------------------------------------------------------------------------------------------------------------- Security: 293594107 Meeting Type: Annual Meeting Date: 15-Jun-2022 Ticker: ENVX ISIN: US2935941078 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Thurman J. Rodgers Mgmt For For Betsy Atkins Mgmt Withheld Against Pegah Ebrahimi Mgmt For For Emmanuel T. Hernandez Mgmt For For John D. McCranie Mgmt For For Gregory Reichow Mgmt For For Harrold J. Rust Mgmt For For 2. Ratification of the selection of Deloitte & Mgmt For For Touche LLP as our independent registered public accounting firm for the fiscal year ending January 1, 2023. -------------------------------------------------------------------------------------------------------------------------- ENVIRONMENTAL IMPACT ACQUISITION CORP Agenda Number: 935543389 -------------------------------------------------------------------------------------------------------------------------- Security: 29408N106 Meeting Type: Special Meeting Date: 01-Feb-2022 Ticker: ENVI ISIN: US29408N1063 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - to Mgmt Against Against consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of August 9, 2021 (the "Merger Agreement"), by and among Environmental Impact Acquisition Corp. ("ENVI"), Honey Bee Merger Sub Inc. ("Merger Sub"), a Delaware corporation and wholly owned subsidiary of ENVI and GreenLight Biosciences, Inc. ("GreenLight"), a Delaware corporation, a copy of which is attached to the proxy statement/prospectus statement as Annex A. 2. The Public Benefit Corporation Proposal - Mgmt Against Against to consider and vote upon a proposal to approve the conversion of ENVI into a Delaware public benefit corporation, effective at the the time that the Merger becomes effective (the "Effective Time"), by adopting the Public Benefit Corporation Charter, which is identical to the second amended and restated certificate of incorporation of New GreenLight (the "Proposed Charter") except that it also contains the provisions necessary or desirable for the conversion of ENVI to a public benefit corporation. 3. The Charter Amendment Proposal - to Mgmt Against Against consider and vote upon a proposal to approve and adopt the Proposed Charter to be in effect following the Business Combination, which, if approved, would take effect at the Effective Time. 4A. to change the authorized capital stock of Mgmt Against Against ENVI from (a) 100,000,000 shares of ENVI Class A Common Stock, 20,000,000 shares of ENVI Class B Common Stock and 1,000,000 shares of undesignated preferred stock of ENVI to (b) 500,000,000 shares of New GreenLight Common Stock and 10,000,000 shares of undesignated preferred stock of New GreenLight. 4B. to provide that, in addition to any vote Mgmt Against Against required by applicable law or the certificate of inc. or bylaws of New GreenLight, the affirmative vote of holders of at least seventy-five percent (75%) of voting power of the then-outstanding shares of capital stock of New GreenLight entitled to vote generally in election of directors, voting together as a single class, will be required for stockholders to reduce total number of shares of New GreenLight Preferred Stock authorized to be issued by New GreenLight or to amend, alter, change or repeal, or adopt. 4C. to provide that provisions of Proposed Mgmt Against Against Bylaws may be adopted, amended, altered or repealed either (x) by approval of majority of New GreenLight Board or (y) the affirmative vote of holders of at least seventy-five percent (75%) of voting power of then- outstanding shares of capital stock of New GreenLight entitled to vote generally in election of directors, voting together as a single class, provided that voting requirement is reduced to a majority if New GreenLight Board recommends that stockholders approve the adoption, amendment, alteration or repeal. 5. The Nasdaq Proposal - to consider and vote Mgmt Against Against upon a proposal to approve for purposes of complying with the applicable provisions of Nasdaq Stock Market Listing Rule 5635, to approve the issuance of shares of New GreenLight Common Stock in connection with the Business Combination Agreement. 6. The Incentive Award Plan Proposal - to Mgmt Against Against consider and vote upon a proposal to approve and adopt the New Greenlight 2022 Equity and Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex H. 7. The Employee Stock Purchase Plan Proposal - Mgmt Against Against to consider and vote upon a proposal to approve and adopt the New GreenLight 2022 Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus as Annex I. 8. DIRECTOR Eric O'Brien Mgmt For For Jennifer E. Pardi Mgmt Withheld Against Matthew Walker Mgmt For For Martha Schlicher Mgmt For For Andrey Zarur Mgmt For For Charles Cooney Mgmt For For Ganesh Kishore Mgmt For For 9. The Adjournment Proposal - to consider and Mgmt Against Against vote upon a proposal to approve adjournment of Special Meeting to a later date or dates (A) to extent necessary to ensure that any required supplement or amendment to proxy statement/prospectus is provided to ENVI stockholders. -------------------------------------------------------------------------------------------------------------------------- EOS ENERGY ENTERPRISES INC Agenda Number: 935589703 -------------------------------------------------------------------------------------------------------------------------- Security: 29415C101 Meeting Type: Annual Meeting Date: 17-May-2022 Ticker: EOSE ISIN: US29415C1018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Alex Dimitrief Mgmt Withheld Against Joe Mastrangelo Mgmt Withheld Against 2. Ratification of selection of Deloitte & Mgmt For For Touche LLP as our independent registered public accounting firm for fiscal year ending December 31, 2022. 3. Non-binding advisory vote to approve our Mgmt Against Against named executive officer compensation. 4. Non-binding advisory vote on the frequency Mgmt 1 Year For of future advisory votes on our named executive officer compensation. 5. Amendment to our Amended and Restated 2020 Mgmt Against Against Incentive Plan. -------------------------------------------------------------------------------------------------------------------------- EOS ENERGY ENTERPRISES INC Agenda Number: 935671493 -------------------------------------------------------------------------------------------------------------------------- Security: 29415C101 Meeting Type: Special Meeting Date: 28-Jun-2022 Ticker: EOSE ISIN: US29415C1018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The issuance of our common stock to Mgmt For For Yorkville in excess of the exchange cap of the Standby Equity Purchase Agreement dated April 28, 2022, by and between the Company and Yorkville. 2. Amendment to our Third Amended and Restated Mgmt For For Certificate of Incorporation to increase the authorized shares of common stock from 200,000,000 to 300,000,000. 3. Adjournment of the Special Meeting, if Mgmt For For necessary, to solicit additional proxies if there are not sufficient votes in favor of the Exchange Cap Proposal and/or the Authorized Shares Amendment. -------------------------------------------------------------------------------------------------------------------------- ERMENEGILDO ZEGNA N.V. Agenda Number: 935674944 -------------------------------------------------------------------------------------------------------------------------- Security: N30577105 Meeting Type: Annual Meeting Date: 28-Jun-2022 Ticker: ZGN ISIN: NL0015000PB5 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2b. Adoption of the annual accounts for the Mgmt For For financial year 2021 2c. Profit allocation and adoption of dividend Mgmt For For proposal 3a. Discharge from liability of the executive Mgmt For For director for the financial year 2021 3b. Discharge of liability of the non-executive Mgmt For For directors for the financial year 2021 4. Amendment of the remuneration policy of the Mgmt Against Against Board of Directors 5a. Reappointment of Ermenegildo Zegna as Mgmt For For executive director 5b. Reappointment of Andrea C. Bonomi as Mgmt For For non-executive director 5c. Reappointment of Angelica Cheung as Mgmt For For non-executive director 5d. Reappointment of Domenico De Sole as Mgmt For For non-executive director 5e. Reappointment of Sergio P. Ermotti as Mgmt For For non-executive director 5f. Reappointment of Ronald B. Johnson as Mgmt For For non-executive director 5g. Reappointment of Valerie A. Mars as Mgmt For For non-executive director 5h. Reappointment of Michele Norsa as Mgmt For For non-executive director 5i. Reappointment of Henry Peter as Mgmt For For non-executive director 5j. Reappointment of Anna Zegna as Mgmt For For non-executive director 5k. Reappointment of Paolo Zegna as Mgmt For For non-executive director 6. Authorization of the Board of Directors to Mgmt For For acquire Ordinary Shares 7. Appointment of Deloitte Accountants B.V. as Mgmt For For the statutory external auditor for the financial year 2022 -------------------------------------------------------------------------------------------------------------------------- ESS TECH, INC. Agenda Number: 935614722 -------------------------------------------------------------------------------------------------------------------------- Security: 26916J106 Meeting Type: Annual Meeting Date: 01-Jun-2022 Ticker: GWH ISIN: US26916J1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Eric Dresselhuys Mgmt Against Against 1b. Election of Director: Rich Hossfeld Mgmt Against Against 1c. Election of Director: Claudia Gast Mgmt For For 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- EVGO INC. Agenda Number: 935596479 -------------------------------------------------------------------------------------------------------------------------- Security: 30052F100 Meeting Type: Annual Meeting Date: 18-May-2022 Ticker: EVGO ISIN: US30052F1003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Badar Khan Mgmt For For Joseph Esteves Mgmt Withheld Against John King Mgmt Withheld Against 2. The ratification of the appointment of KPMG Mgmt For For LLP as the Company's independent registered public accounting firm for its fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- EVOLV TECHNOLOGIES HOLDINGS Agenda Number: 935605610 -------------------------------------------------------------------------------------------------------------------------- Security: 30049H102 Meeting Type: Annual Meeting Date: 26-May-2022 Ticker: EVLV ISIN: US30049H1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Kevin Charlton Mgmt For For David Orfao Mgmt For For Bilal Zuberi Mgmt For For 2. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- FG NEW AMERICA ACQUISITION CORP. Agenda Number: 935467779 -------------------------------------------------------------------------------------------------------------------------- Security: 30259V106 Meeting Type: Special Meeting Date: 16-Jul-2021 Ticker: FGNA ISIN: US30259V1061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Business Combination Proposal - To consider Mgmt Against Against and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of February 9, 2021 (a copy of which is attached to this proxy statement as Annex A) (as amended, the "Business Combination Agreement"), by and among the Company, Opportunity Financial, LLC, a Delaware limited liability company ("OppFi"), OppFi Shares, a Delaware limited liability company ("OFS") and Todd Schwartz, in his capacity as the member's ... (due to space limits, see proxy statement for full proposal). 2. NYSE Proposal - To consider and vote upon a Mgmt Against Against proposal to approve, for purposes of complying with applicable NYSE listing rules, the issuance of more than 20% of the Company's issued and outstanding common stock (i) pursuant to the terms of the Business Combination Agreement and (ii) upon the exchange of the Retained OppFi Units pursuant to the terms of the OppFi A&R LLCA, in each case, that may result in a Member owning more than 20% of our outstanding common stock, or more than 20% of the ... (due to space limits, see proxy statement for full proposal). 3. Charter Proposal - To consider and vote Mgmt Against Against upon proposal to approve the Company's proposed second amended and restated certificate of incorporation (the "proposed charter"), substantially in the form attached to the accompanying proxy statement as Annex C, in connection with the business combination. 4A. Advisory Charter Proposal A - to provide Mgmt Against Against that special meetings of stockholders of the Company may be called, at any time when the SCG Holders (as defined in the accompanying proxy statement) beneficially own, in the aggregate, 35% or more of the voting power of the stock of the Company entitled to vote generally in the election of directors, by a representative of the SCG Holders. 4B. Advisory Charter Proposal B - to provide Mgmt Against Against that, at any time when the SCG Holders beneficially own, in the aggregate, less than 35% of the voting power of the stock of the Company entitled to vote generally in the election of directors, any action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual or special meeting of such holders and may not be effected by written consent of the stockholders; provided, however, that any action required or ... (due to space limits, see proxy statement for full proposal). 4C. Advisory Charter Proposal C - to provide Mgmt Against Against that, at any time when the SCG Holders beneficially own, in the aggregate, 35% or more of the voting power of the stock of the Company entitled to vote generally in the election of directors, any action required or permitted to be taken at any annual or special meeting of stockholders of the Company may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be ...(due to space limits, see proxy statement for full proposal). 4D. Advisory Charter Proposal D - to provide Mgmt Against Against that the Company opts out of Section 203 of the Delaware General Corporation Law, which prevents certain Delaware corporations, under certain circumstances, from engaging in a "business combination" with certain "interested stockholders" and their affiliates, and, instead, effective immediately following the Closing of the business combination, the Company shall not engage in any business combination (as defined in the proposed charter), at ...(due to space limits, see proxy statement for full proposal). 4E. Advisory Charter Proposal E - to provide Mgmt Against Against that, at any time when the SCG Holders beneficially own, in the aggregate, 35% or more of the voting power of the stock of the Company entitled to vote generally in the election of directors, any newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled by (i) the affirmative vote or written ... (due to space limits, see proxy statement for full proposal). 4F. Advisory Charter Proposal F - to provide Mgmt Against Against that, at any time when the SCG Holders beneficially own, in the aggregate, 35% or more of the voting power of the stock of the Company entitled to vote generally in the election of directors, any or all of the directors may be removed from office at any time, either with or without cause and only by the affirmative vote or written consent of the holders of at least a majority in voting power of all then outstanding shares of common stock, voting together as ...(due to space limits, see proxy statement for full proposal). 4G. Advisory Charter Proposal G - to change the Mgmt For For name of the new public entity to "OppFi Inc." from "FG New America Acquisition Corp.". 4H. Advisory Charter Proposal H - to, upon Mgmt For For completion of the business combination, increase the authorized capital stock from 401,000,000 shares, consisting of 380,000,000 shares of Class A common stock, 20,000,000 shares of Class B common stock and 1,000,000 shares of preferred stock, to 501,000,000 shares, which would consist of 500,000,000 shares of common stock, including (i) 379,000,000 shares of Class A common stock, (ii) 6,000,000 shares of Class B common stock, and (iii) 115,000,000 ...(due to space limits, see proxy statement for full proposal). 5. Incentive Plan Proposal - To consider and Mgmt Against Against vote upon a proposal to approve the Incentive Plan, substantially in the form attached to the accompanying proxy statement as Annex E, including the authorization of the initial share reserve under the Incentive Plan. 6. ESPP Proposal - To consider and vote upon a Mgmt Against Against proposal to approve, assuming the condition precedent proposals are approved and adopted, the ESPP, substantially in the form attached to the accompanying proxy statement as Annex F, including the authorization of the initial share reserve under the ESPP. 7. DIRECTOR Christina Favilla Mgmt For For Jocelyn Moore Mgmt For For Ted Schwartz Mgmt For For Jared Kaplan Mgmt For For Greg Zeeman Mgmt For For David Vennettilli Mgmt For For Todd Schwartz Mgmt Withheld Against 8. Adjournment Proposal - To consider and vote Mgmt Against Against upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the condition precedent proposals. -------------------------------------------------------------------------------------------------------------------------- FIFTH WALL ACQUISITION CORP. I Agenda Number: 935483797 -------------------------------------------------------------------------------------------------------------------------- Security: 316790104 Meeting Type: Special Meeting Date: 23-Aug-2021 Ticker: FWAA ISIN: US3167901046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Business Combination Proposal: Proposal to Mgmt For For adopt the Merger Agreement, dated as of April 21, 2021 (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among the Company, Einstein Merger Corp. I, a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), and SmartRent.com, Inc., a Delaware corporation ("SmartRent"), and approve the transactions contemplated thereby, including, among ...(due to space limits, see proxy statement for full proposal). 2. Charter Proposal: Proposal to adopt the Mgmt Against Against Third Amended and Restated Certificate of Incorporation (the "Proposed Charter") in the form attached to the Proxy Statement as Annex B. The Business Combination is conditioned upon the approval of the Charter Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Charter Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Charter Proposal will not be effected. 3A. Changes to Authorized Capital Stock: Mgmt Against Against Proposal to amend the Second Amended and Restated Certificate of Incorporation of the Company (the "Existing Charter") to authorize 550,000,000 shares, consisting of 500,000,000 shares of Class A common stock and 50,000,000 shares of preferred stock. 3B. Required Vote to Amend the Charter: Mgmt Against Against Proposal to amend the Existing Charter to require that any future charter amendment be approved by the Board of Directors of the Company (the "Board") and an affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all the then-outstanding shares of voting stock of the post-Business Combination company (the "Post-Combination Company"), voting together as a single class. 3C. Required Vote to Amend Bylaws: Proposal to Mgmt Against Against amend the Existing Charter to require an affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all the then outstanding shares of voting stock of the Post-Combination Company entitled to vote generally in an election of directors to adopt, amend, alter, repeal or rescind the Post-Combination Company's bylaws. 3D. Director Removal: Proposal to amend the Mgmt Against Against Existing Charter to permit the removal of directors with cause only by stockholders voting at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Post-Combination Company entitled to vote at an election of directors. 3E. Removal of Blank Check Company Provisions: Mgmt For For Proposal to amend the Current Charter to eliminate certain provisions related to the Company's status as a blank check company that will no longer be applicable upon the consummation of the Business Combination. 4. DIRECTOR Lucas Haldeman Mgmt Withheld Against Alana Beard Mgmt For For Robert Best Mgmt For For John Dorman Mgmt For For Bruce Strohm Mgmt For For Frederick Tuomi Mgmt For For 5. The Nasdaq Proposal: Proposal to approve, Mgmt For For for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company's issued and outstanding Class A common stock pursuant to the Business Combination. The Business Combination is conditioned upon the approval of the Nasdaq Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Nasdaq Proposal, if the Business Combination is not consummated for any reason, the ... (due to space limits, see proxy statement for full proposal). 6. Equity Incentive Plan Proposal: Proposal to Mgmt Against Against approve the SmartRent, Inc. 2021 Equity Incentive Plan (the "Equity Incentive Plan"), in the form attached to the Proxy Statement as Annex H, including the authorization of the initial share reserve under the Equity Incentive Plan. The Business Combination is not conditioned upon the approval of the Equity Incentive Plan Proposal. Notwithstanding the approval of the Equity Incentive Plan Proposal, if the Business Combination is ...(due to space limits, see proxy statement for full proposal). 7. Employee Stock Purchase Plan Proposal: Mgmt Against Against Proposal to approve the SmartRent, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"), in the form attached to the Proxy Statement as Annex I, including the authorization of the initial share reserve under the ESPP. The Business Combination is not conditioned upon the approval of the Employee Stock Purchase Plan Proposal. Notwithstanding the approval of the Employee Stock Purchase Plan, if the Business Combination is not consummated for any ... (due to space limits, see proxy statement for full proposal). 8. Adjournment Proposal: Proposal to adjourn Mgmt For For the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes to approve the Business Combination Proposal, the Charter Proposal, the Director Election Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal, or the Employee Stock Purchase Plan Proposal. -------------------------------------------------------------------------------------------------------------------------- FINANCE OF AMERICA COMPANIES INC. Agenda Number: 935640602 -------------------------------------------------------------------------------------------------------------------------- Security: 31738L107 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: FOA ISIN: US31738L1070 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Brian L. Libman Mgmt Withheld Against Menes O. Chee Mgmt Withheld Against Norma C. Corio Mgmt For For Robert W. Lord Mgmt For For Tyson A. Pratcher Mgmt For For Lance N. West Mgmt For For 2. An advisory vote to approve the Mgmt For For compensation of the named executive officers of the Company. 3. An advisory vote to approve a frequency of Mgmt 1 Year For future advisory votes on the compensation of the named executive officers of the Company. 4. The ratification of the appointment of BDO Mgmt For For USA, LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- FIRSTMARK HORIZON ACQUISITION CORP. Agenda Number: 935552275 -------------------------------------------------------------------------------------------------------------------------- Security: 33765Y101 Meeting Type: Special Meeting Date: 16-Mar-2022 Ticker: FMAC ISIN: US33765Y1010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against consider and vote upon a proposal to approve the Agreement and Plan of Merger,dated as of October 6, 2021 (as amended from time to time, the "Merger Agreement"), by and among FirstMark, Sirius Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of FirstMark ("Merger Sub"), Starry, Inc., a Delaware corporation ("Starry") and Starry Group Holdings, Inc., a Delaware corporation and wholly owned direct subsidiary of Starry ...(due to space limits, see proxy material for full proposal). 2. The Organizational Documents Proposal - To Mgmt Against Against approve and adopt the proposed new certificate of incorporation (the "Proposed Charter") and bylaws (the "Proposed Bylaws" and, together with the Proposed Charter, the "Proposed Organizational Documents") of New Starry as the post-SPAC Merger company, which would take effect substantially concurrently with the effectiveness of the SPAC Merger (the "Organizational Documents Proposal"). 3A. The Advisory Organizational Document Mgmt Against Against Proposal - Approve and adopt a provision of the Proposed Charter providing that the name of New Starry will be "Starry Group Holdings,Inc." 3B. The Advisory Organizational Document Mgmt Against Against Proposal - Change the corporate purpose to one more appropriate for a public operating company. 3C. The Advisory Organizational Document Mgmt Against Against Proposal - Set the number of authorized shares of Class A common stock of New Starry, par value $0.0001 per share ("New Starry Class A Common Stock"), to 800,000,000, the number of authorized shares of Class X common stock, par value $0.0001 per share ("New Starry Class X Common Stock"), to 50,000,000 and the number of authorized shares of New Starry Preferred Stock to 10,000,000. 3D. The Advisory Organizational Document Mgmt Against Against Proposal - Provide that holders of New Starry Class A Common Stock will be entitled to one vote per share of New Starry Class A Common Stock and holders of New Starry Class X Common Stock will (i) prior to the Sunset Date (as defined in the section entitled "Selected Definitions"), be entitled to cast twenty votes per share and (ii) on the Sunset Date, each share of New Starry Class X Common Stock will automatically convert into one share ...(due to space limits, see proxy material for full proposal). 3E. The Advisory Organizational Document Mgmt Against Against Proposal - Provide that directors may be removed with or without cause under varying circumstances. 3F. The Advisory Organizational Document Mgmt Against Against Proposal - Provide that certain transactions are not "corporate opportunities" and that the Identified Persons (as defined in the Proposed Charter) are not subject to the doctrine of corporate opportunity and such Identified Persons do not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as New Starry or any of its subsidiaries. 3G. The Advisory Organizational Document Mgmt Against Against Proposal - Provide that New Starry will not be governed by Section 203 of the DGCL and, instead, include a provision in the Proposed Charter that is substantially similar to Section 203 of the DGCL, and acknowledge that certain stockholders cannot be "interested stockholders" (as defined in Proposed Charter); provided that the restrictions on business combinations will apply for twelve months following the date the Proposed Charter is filed. 3H. The Advisory Organizational Document Mgmt Against Against Proposal - Provide that until the Sunset Date, any action required or permitted to be taken by the stockholders of New Starry may be effected at a duly called annual or special meeting of stockholders or, except as otherwise required by applicable law or the Proposed Charter, be taken without a meeting, by written consent and that following the Sunset Date, any action required or permitted to be taken by the stockholders of New Starry must be effected at ...(due to space limits, see proxy material for full proposal). 3I. The Advisory Organizational Document Mgmt Against Against Proposal - Increase the required voting thresholds for approving any amendments to the Proposed Bylaws to 662/3%. 3J. The Advisory Organizational Document Mgmt Against Against Proposal - Increase the required voting thresholds for approving certain amendments to the Proposed Charter to 662/3%. 3K. The Advisory Organizational Document Mgmt Against Against Proposal - Eliminate various provisions applicable only to blank check companies. 4. The Exchange Proposal - To consider and Mgmt Against Against vote upon a proposal to approve, for the purposes of complying with the applicable listing rules of the New York Stock Exchange, the issuance of (i) shares of New Starry Class A Common Stock and New Starry Class X Common Stock pursuant to the terms of the Merger Agreement, (ii) shares of New Starry Class A Common Stock to the PIPE Investors (as defined in the proxy statement/prospectus) pursuant to the PIPE Subscription Agreements (as defined ...(due to space limits, see proxy material for full proposal). 5. The Equity Incentive Plan Proposal - To Mgmt Against Against approve on a non-binding advisory basis the Equity Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex J (the "Equity Incentive Plan Proposal"). 6. The ESPP Proposal - To approve on a Mgmt Against Against non-binding advisory basis the ESPP, a copy of which is attached to the proxy statement/prospectus as Annex K (the "ESPP Proposal"). 7. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Condition Precedent Proposals would not be duly approved and adopted by our stockholders or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived (the "Adjournment Proposal"). -------------------------------------------------------------------------------------------------------------------------- FISKER INC. Agenda Number: 935626690 -------------------------------------------------------------------------------------------------------------------------- Security: 33813J106 Meeting Type: Annual Meeting Date: 07-Jun-2022 Ticker: FSR ISIN: US33813J1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Dr. Geeta Gupta-Fisker Mgmt Withheld Against Nadine I. Watt Mgmt Withheld Against William R. McDermott Mgmt Withheld Against 2. To approve, on a non-binding, advisory Mgmt For For basis, the compensation of our named executive officers. 3. To approve, on a non-binding, advisory Mgmt 1 Year For basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers. 4. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as the independent registered public accounting firm of Fisker Inc. for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- FORESIGHT ACQUISITION CORP. Agenda Number: 935514148 -------------------------------------------------------------------------------------------------------------------------- Security: 34552Y106 Meeting Type: Special Meeting Date: 03-Dec-2021 Ticker: FORE ISIN: US34552Y1064 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combinations Proposal - To Mgmt Against Against approve and adopt the Agreement and Plan of Merger, dated as of May 25, 2021 (as it may be amended or restated from time to time, the "Merger Agreement), by and among Foresight, P3 Health Group Holdings, LLC ("P3") and FAC Merger Sub LLC ("P3 LLC") and the Transaction and Combination Agreement, dated as of May 25, 2021 (as it may be amended or restated from time to time, the "Transaction and Combination Agreement") among Foresight and the blocker ...(due to space limits, see proxy statement for full proposal). 2. The Charter Amendment Proposal - To approve Mgmt Against Against and adopt the proposed second amended and restated certificate of incorporation of Foresight attached as Annex C to the proxy statement (the "Proposed Charter"). 3. The Bylaw Amendment Proposal - To approve Mgmt Against Against amendments to Foresight's bylaws, in the form of the amended and restated bylaws attached as Annex D to the proxy statement (the "Proposed Bylaws"). 4A. Advisory Governance Proposal 4A - to Mgmt Against Against increase the number of authorized shares of Class A Common Stock from 200,000,000 to 800,000,000 and increase the number of authorized shares of preferred stock from 1,000,000 to 10,000,000. 4B. Advisory Governance Proposal 4B - to create Mgmt Against Against a new class of capital stock, Class V Common Stock, which will carry certain voting rights but no economic rights, and set the number of authorized shares of Class V Common Stock to 205,000,000. 4C. Advisory Governance Proposal 4C - to Mgmt Against Against provide that the post- combination company renounces all interest and expectancy that the post-combination company would be entitled to have in, and all rights to be offered an opportunity to participate in, any business opportunity that from time to time may be presented to Foresight Sponsor Group, LLC and Chicago Pacific Founders or their affiliates (other than the post-combination company and its subsidiaries), and any of their respective principals, ... (due to space limits, see proxy statement for full proposal). 4D. Advisory Governance Proposal 4D - to Mgmt Against Against provide for certain additional changes, including, among other things, (i) changing the corporate name from "Foresight Acquisition Corp." to "P3 Health Partners Inc.", (ii) making the post-combination company's corporate existence perpetual, and (iii) removing certain provisions related to Foresight's status as a blank check company that will no longer be applicable upon consummation of the Business Combinations, all of which ...(due to space limits, see proxy statement for full proposal). 4E. Advisory Governance Proposal 4E - to modify Mgmt Against Against the forum selection provision to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act and provide that the forum selection provision will not apply to claims seeking to enforce any liability or duty created by the Exchange Act. 4F. Advisory Governance Proposal 4F - to update Mgmt Against Against the advance notice requirements for stockholder proposals and nominations to require enhanced disclosure about both the proposing stockholder and the nominee, including director questionnaires, disclosures of voting commitments and compensation arrangements, representations that any nominee will comply with all post- combination company board policies and enhanced disclosure of derivative and synthetic ownership interests. 4G. Advisory Governance Proposal 4G - to Mgmt Against Against provide that special meetings of stockholders may be called by the Chairman of the post-combination company board or a majority of the whole board. 4H. Advisory Governance Proposal 4H - to change Mgmt Against Against the required vote for stockholder approval in order to alter, amend or repeal the bylaws from the affirmative vote of a majority of the voting power of all outstanding shares of capital stock of the post- combination company entitled to vote generally in the election of directors, voting together as a single class, to at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the outstanding voting stock of the post- combination company entitled to vote. 5. Nasdaq Proposal - To approve, in connection Mgmt Against Against with the Business Combinations, for purposes of complying with applicable listing rules of The Nasdaq Capital Market: the issuance of (i) shares of Class A Common Stock to the blocker sellers in the transactions contemplated by the Transaction and Combination Agreement and (ii) shares of Class V Common Stock to the P3 equityholders who subscribe for shares of Class V Common Stock in the P3 equityholders subscription, with the number of such ...(due to space limits, see proxy statement for full proposal). 6. 2021 Plan Proposal - To approve the P3 Mgmt Against Against Health Partners Inc. 2021 Incentive Award Plan. 7. Stockholder Adjournment Proposal - To Mgmt Against Against approve the adjournment of the special meeting of stockholders to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the stockholder proposals. -------------------------------------------------------------------------------------------------------------------------- FREYR BATTERY Agenda Number: 935656946 -------------------------------------------------------------------------------------------------------------------------- Security: L4135L100 Meeting Type: Annual Meeting Date: 15-Jun-2022 Ticker: FREY ISIN: LU2360697374 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2. Approval of the allocation of 50,000 Mgmt Against Against options to each director of the Company during the financial year ended on December 31, 2021 (Resolution I). 3. Approval of the allocation of 50,000 Mgmt Against Against options to each director of the Company during the financial year ending on December 31, 2022 (Resolution II). 5. Presentation and approval of the audited Mgmt For For consolidated financial statements for the financial year ended on December 31, 2021 prepared in accordance with US Generally Accepted Accounting Principles (US GAAP) (Resolution III). 6. Presentation and approval of the audited Mgmt For For standalone annual accounts for the financial year ended on December 31, 2021 prepared in accordance with the Generally Accepted Accounting Principles in Luxembourg (Lux GAAP) (Resolution IV). 7. Allocation of the results for the financial Mgmt For For year ended on December 31, 2021 (Resolution V). 8. Vote on discharge of liability (quitus) of Mgmt For For the members of the board of directors for the proper exercise of their mandate for and in connection with the financial year ended on December 31, 2021 (Resolution VI). 9. Approval of the principle of a remuneration Mgmt For For to be paid to the members of the board of directors and decision on the amounts of such remuneration, based on the recommendations from the compensation committee of the Company (Resolution VII). 10. Renewal of the mandate of Mgmt For For PricewaterhouseCoopers as independent auditor (reviseur d'entreprises agree) of the Company for the consolidated quarterly and annual financial statements prepared in accordance with US Generally Accepted Accounting Principles (US GAAP) and the standalone annual accounts prepared in accordance with the Generally Accepted Accounting Principles in Luxembourg (Lux GAAP) for a period ending at the annual general meeting of shareholders approving the annual accounts for the financial year ending on December 31, 2022 (Resolution VIII). 11. Renewal of the mandate of each of the Mgmt For For current directors of the Company for a period ending at the annual general meeting of shareholders approving the annual accounts for the financial year ending on December 31, 2022 (Resolution IX). 12. Approval and ratification of the adoption Mgmt Against Against and implementation of the principle of the 2021 Equity Incentive Plan (Resolution X). 13. The delegation of powers (Resolution XI). Mgmt For For -------------------------------------------------------------------------------------------------------------------------- FUSION ACQUISITION CORP. Agenda Number: 935494740 -------------------------------------------------------------------------------------------------------------------------- Security: 36118H105 Meeting Type: Special Meeting Date: 21-Sep-2021 Ticker: FUSE ISIN: US36118H1059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - to Mgmt Against Against consider and vote upon a proposal to approve the agreement and plan of merger, dated as of February 11, 2021 (as may be amended and/or restated from time to time, the "Merger Agreement"), by and among Fusion Acquisition Corp. ("Fusion"), ML Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Fusion ("Merger Sub"), and MoneyLion Inc., a Delaware corporation ("MoneyLion"); and the transactions contemplated thereby, pursuant to which ...(due to space limits, see proxy statement for full proposal). 2A. The Charter Proposal - A proposal to Mgmt Against Against approve and adopt, assuming the Business Combination Proposal is approved and adopted, the A&R Charter, which, if approved, would take effect upon the Closing (we refer to this proposal as "Charter Proposal A"). 2B. The Charter Proposal - A proposal to Mgmt Against Against approve and adopt, assuming the Business Combination Proposal and Charter Proposal A are approved and adopted, an amendment to the A&R Charter to increase the number of authorized shares of Class A common stock, par value $0.0001 per share, of New MoneyLion (the "New MoneyLion Class A common stock") from 380,000,000 to 2,000,000,000 and the total number of authorized shares from 401,000,000 to 2,200,000,000, which, if approved, would take ...(due to space limits, see proxy statement for full proposal). 3A. Advisory Charter Proposal 3a - to provide Mgmt Against Against that New MoneyLion will have authorized capital stock of 2,200,000,000 shares, consisting of 2,000,000,000 shares of Class A common stock, par value $0.0001 per share (the "New MoneyLion Class A common stock") and 200,000,000 shares of preferred stock, par value $0.0001 per share, as opposed to Fusion having authorized capital stock of 401,000,000 shares, consisting of 380,000,000 shares of Fusion Class A common stock, 20,000,000 shares of ...(due to space limits, see proxy statement for full proposal). 3B. Advisory Charter Proposal 3b - to provide Mgmt Against Against that directors of New MoneyLion may be removed from office only for cause and only with the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of stock of New MoneyLion. 3C. Advisory Charter Proposal 3c - to change Mgmt Against Against the stockholder vote required to amend certain provisions of the Proposed Charter. 3D. Advisory Charter Proposal 3d - to change Mgmt Against Against the stockholder vote required to amend the amended and restated bylaws of New MoneyLion (the "Proposed Bylaws"). 3E. Advisory Charter Proposal 3e - to prohibit Mgmt Against Against stockholders from acting by written consent by specifying that any action required or permitted to be taken by stockholders must be effected by a duly called annual or special meeting and may not be effected by written consent. 3F. Advisory Charter Proposal 3f - to provide Mgmt Against Against for certain additional changes, including, among other things, (i) changing the post- business combination company's corporate name from "Fusion Acquisition Corp." to "MoneyLion Inc." and making the company's corporate existence perpetual and (ii) removing certain provisions related to our status as a blank check company that will no longer apply upon consummation of the Business Combination, all of which our board of directors believes are ...(due to space limits, see proxy statement for full proposal). 4. The Stock Issuance Proposal - to consider Mgmt Against Against and vote upon a proposal to approve, assuming the Business Combination Proposal and the Charter Proposals are approved and adopted, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of (x) shares of Fusion Class A common stock pursuant to the terms of the Merger Agreement and (y) shares of Fusion Class A common stock to certain institutional investors (the "PIPE Investors") in connection with the Private Placement. 5. The Incentive Plan Proposal - to consider Mgmt Against Against and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposals and the Stock Issuance Proposal are approved and adopted, the MoneyLion Inc. Incentive Plan (the "Incentive Plan"), including the authorization of the initial share reserve under the Incentive Plan. 6. The ESPP Proposal - to consider and vote Mgmt Against Against upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposals, the Stock Issuance Proposal and the Incentive Plan Proposal are approved and adopted, the MoneyLion Inc. Employee Stock Purchase Plan (the "ESPP"), including the authorization of the initial share reserve under the ESPP. 7. The Adjournment Proposal - to consider and Mgmt Against Against vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, the Charter Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal and the ESPP Proposal (together the "condition precedent proposals") would not be duly approved and ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- GCM GROSVENOR INC. Agenda Number: 935618984 -------------------------------------------------------------------------------------------------------------------------- Security: 36831E108 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: GCMG ISIN: US36831E1082 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michael J. Sacks Mgmt Withheld Against Angela Blanton Mgmt Withheld Against Francesca Cornelli Mgmt Withheld Against Jonathan R. Levin Mgmt Withheld Against Stephen Malkin Mgmt Withheld Against Blythe Masters Mgmt Withheld Against Samuel C. Scott III Mgmt Withheld Against 2. 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, 2022. -------------------------------------------------------------------------------------------------------------------------- GEMINI THERAPEUTICS, INC. Agenda Number: 935483191 -------------------------------------------------------------------------------------------------------------------------- Security: 36870G105 Meeting Type: Annual Meeting Date: 29-Sep-2021 Ticker: GMTX ISIN: US36870G1058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Carl L. Gordon, Ph.D. Mgmt Withheld Against 2. Approval of 2021 Employee Stock Purchase Mgmt For For Plan. 3. Ratification of Ernst & Young LLP as the Mgmt For For independent registered public accounting firm for the fiscal year ending December 31, 2021. -------------------------------------------------------------------------------------------------------------------------- GIGCAPITAL4, INC. Agenda Number: 935518956 -------------------------------------------------------------------------------------------------------------------------- Security: 37518G101 Meeting Type: Special Meeting Date: 03-Dec-2021 Ticker: GIG ISIN: US37518G1013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve and adopt the Agreement and Plan Mgmt Against Against of Merger dated June 4, 2021, as amended on August 6, 2021, and as it may be further amended from time to time, the ("Merger Agreement") by and among the Company, GigCapital4 Merger Sub Corporation, a Delaware corporation ("Merger Sub"), BigBear.ai Holdings, LLC, a Delaware limited liability company ("BigBear"), and BBAI Ultimate Holdings, LLC, a Delaware limited liability company, a copy of which is attached to the proxy statement as Annex A, and approve the transactions contemplated thereby. 2. To approve, for purposes of complying with Mgmt Against Against applicable Nasdaq listing rules, the issuance of more than 20% of the Company's outstanding GigCapital4 Common Stock in connection with the Business Combination and the Convertible Note Subscription Agreements, including up to 123,710,000 shares of GigCapital4 Common Stock to Ultimate as the sole equity holder of BigBear, and 17,391,304 shares of GigCapital4 Common Stock upon conversion of the Convertible Notes. 3. To consider and vote upon a proposal to Mgmt Against Against amend the Company's current amended and restated certificate of incorporation (the "Charter") to provide for the classification of our board of directors (our "Board") into three classes of directors with staggered terms of office and to make certain related changes. 4. To consider and vote upon a proposal to Mgmt Against Against amend the Company's Charter to provide for certain additional changes, including but not limited to changing the Company's name from "GigCapital4, Inc." to "BigBear.ai Holdings, Inc." and eliminating certain provisions specific to our status as a blank check company. 5A. To approve the BigBear.ai Holdings, Inc. Mgmt Against Against 2021 Long-Term Incentive Plan (the "2021 Plan"), including the authorization of the initial share reserve under the 2021 Plan. 5B. To approve the BigBear.ai Holdings, Inc. Mgmt Against Against 2021 Employee Stock Purchase Plan (the "2021 ESPP"), including the authorization of the initial share reserve under the 2021 ESPP. 6. To elect, effective at Closing, eleven Mgmt Against Against directors to serve staggered terms on our board of directors until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified. 7. To approve, if necessary the adjournment of Mgmt Against Against the Special Meeting to a later date or dates to permit further solicitation and votes of proxies in the event there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Amendment Proposals, the Equity Plans Proposals or the Election of Directors Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the proposals. -------------------------------------------------------------------------------------------------------------------------- GINKGO BIOWORKS HOLDINGS, INC. Agenda Number: 935626638 -------------------------------------------------------------------------------------------------------------------------- Security: 37611X100 Meeting Type: Annual Meeting Date: 10-Jun-2022 Ticker: DNA ISIN: US37611X1000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Arie Belldegrun Mgmt For For 1b. Election of Director: Marijn Dekkers Mgmt Against Against 1c. Election of Director: Christian Henry Mgmt Against Against 1d. Election of Director: Reshma Kewalramani Mgmt For For 1e. Election of Director: Shyam Sankar Mgmt Against Against 1f. Election of Director: Harry E. Sloan Mgmt Against Against 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- GORES GUGGENHEIM INC Agenda Number: 935664462 -------------------------------------------------------------------------------------------------------------------------- Security: 38286Q107 Meeting Type: Special Meeting Date: 22-Jun-2022 Ticker: GGPI ISIN: US38286Q1076 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Business Combination Proposal Mgmt Against Against 2A. Change in Authorized Shares Mgmt Against Against 2B. Dual Class Structure Mgmt Against Against 2C. Classified Board Mgmt Against Against 2D. Removal of Directors Mgmt Against Against 2E. Quorum for Shareholder Meetings Mgmt Against Against 2F. Authorization of Directors' Conflicts of Mgmt Against Against Interest 2G. Selection of the Courts of England and Mgmt Against Against Wales as Exclusive Forum 3. Adjournment Proposal Mgmt Against Against -------------------------------------------------------------------------------------------------------------------------- GORES HOLDINGS V, INC. Agenda Number: 935472439 -------------------------------------------------------------------------------------------------------------------------- Security: 382864106 Meeting Type: Special Meeting Date: 03-Aug-2021 Ticker: GRSV ISIN: US3828641064 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Merger Proposal - To consider and vote upon Mgmt Against Against a proposal to adopt the Business Combination Agreement, dated as of February 22, 2021 (as amended as of March 5, 2021, and as may be amended from time to time, the "Business Combination Agreement"), by and among the Company, Ardagh Metal Packaging S.A., a public limited liability company (societe anonyme) governed by the laws of the Grand Duchy of Luxembourg ("AMPSA"), Ardagh MP MergeCo Inc., a Delaware corporation ("MergeCo"), and Ardagh Group S.A., a ...(due to space limits, see proxy statement for full proposal). 2A. Change in Authorized Shares - To approve Mgmt Against Against Section 6 of AMPSA's articles of association and the authorized one hundred billion (100,000,000,000) shares of AMPSA, each with a par value of one Euro cent (EUR 0.01), that will be authorized thereunder ("AMPSA Shares") following the Business Combination. 2B. Compulsory Share Transfer - To approve Mgmt Against Against Section 13 of AMPSA's articles of association and the right of a shareholder that owns 75% or more of AMPSA Shares to acquire (without the approval of AMPSA's board of directors or any additional shareholders) the remaining AMPSA Shares in accordance with, and subject to the protections for minority shareholders included in, that provision. 3. Adjournment Proposal - To consider and vote Mgmt Against Against upon a proposal to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, (A) to ensure that any supplement or amendment to the proxy statement/prospectus that the Company's board of directors has determined in good faith is required by applicable law to be disclosed to the Company stockholders and for such supplement or amendment to be promptly disseminated to Company stockholders ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- GORES HOLDINGS VI, INC. Agenda Number: 935467301 -------------------------------------------------------------------------------------------------------------------------- Security: 38286R105 Meeting Type: Special Meeting Date: 20-Jul-2021 Ticker: GHVI ISIN: US38286R1059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Business Combination Proposal - To consider Mgmt For For and vote upon a proposal to approve in all respects the Agreement and Plan of Merger, dated as of February 7, 2021 (as it may be amended from time to time, the "Merger Agreement"), by and among the Company, Maker Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company ("First Merger Sub"), Maker Merger Sub II, LLC, a Delaware limited liability company and a direct, whollyowned subsidiary of the Company ("Second ... (due to space limits, see proxy statement for full proposal). 2. Nasdaq Proposal - To consider and vote upon Mgmt For For a proposal to approve in all respects, for purposes of complying with applicable provisions of NASDAQ Rule 5635(d), the issuance of more than 20% of the Company's issued and outstanding voting power to Matterport Stockholders in connection with the Business Combination. 3. Charter Proposal - To consider and act upon Mgmt Against Against a proposal to adopt the proposed Second Amended and Restated Certificate of Incorporation of the Company in the form attached to the proxy statement/prospectus. 4A. Change in Authorized Shares - To amend the Mgmt For For Second Amended and Restated Certificate of Incorporation to increase the Post- Combination Company's total number of authorized shares of all classes of Common Stock from 440,000,000 shares to 640,000,000 shares, which would consist of (i) increasing the Post- Combination Company's Class A common stock (the "Class A Stock") from 400,000,000 shares to 600,000,000 shares and (ii) decreasing the Post-Combination Company's Class F common stock ...(due to space limits, see proxy statement for full proposal). 4B. Classified Board - To amend the Second Mgmt Against Against Amended and Restated Certificate of Incorporation to classify the Post-Combination Company's board of directors into three classes of directors, as nearly equal as reasonably possible, with each class being elected to a staggered three-year term. 4C. Election and Removal of Directors - To Mgmt Against Against amend the Second Amended and Restated Certificate of Incorporation to permit holders of a majority of the voting power of the then outstanding capital stock of the Post-Combination Company, subject to the special rights of the holder of any series of Preferred Stock, to (i) elect directors by a plurality of the votes of the shares present in person or represented by proxy, and (ii) remove any or all of the directors for cause by the affirmative vote of ... (due to space limits, see proxy statement for full proposal). 4D. Required Stockholder Vote to Amend the Mgmt Against Against Certification of Incorporation of the Company - To amend the Second Amended and Restated Certificate of Incorporation to require the approval by affirmative vote of the holders of at least two-thirds of the voting power of the outstanding shares of capital stock of the Post-Combination Company entitled to vote generally in the election of directors, voting together as a single class, to make amendments to certain provisions of the Second Amended and ...(due to space limits, see proxy statement for full proposal). 5. Incentive Award Plan Proposal - To consider Mgmt Against Against and vote upon a proposal to approve in all respects the Company's Incentive Award Plan (the "2021 Plan"), including the authorization of the initial share reserve under the 2021 Plan. 6. ESPP Proposal - To consider and vote upon a Mgmt Against Against proposal to approve in all respects the Company's 2021 Employee Stock Purchase Plan (the "ESPP"), including the authorization of the initial share reserve under the ESPP. 7. DIRECTOR Mr. Alec Gores Mgmt Withheld Against Mr. Randall Bort Mgmt Withheld Against Ms.Elizabeth Marcellino Mgmt For For Ms. Nancy Tellem Mgmt For For 8. Adjournment Proposal - To consider and vote Mgmt For For upon a proposal to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit solicitation and vote of proxies if it is determined by the Company that more time is necessary or appropriate to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Incentive Award Plan Proposal or the ESPP Proposal, but no other proposal if the Business Combination ... (due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- GORES METROPOULOS II, INC. Agenda Number: 935539138 -------------------------------------------------------------------------------------------------------------------------- Security: 382873107 Meeting Type: Special Meeting Date: 14-Jan-2022 Ticker: GMII ISIN: US3828731071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Randall Bort Mgmt Against Against 1.2 Election of Director: Michael Cramer Mgmt Against Against 1.3 Election of Director: Joseph Gatto Mgmt Against Against 1.4 Election of Director: Dean Metropoulos Mgmt Against Against 2. Business Combination Proposal. Mgmt Against Against 3. Nasdaq Proposal. Mgmt Against Against 4. Charter Proposal. Mgmt Against Against 5A. Goverance Proposal: Change in Authorized Mgmt Against Against Shares. 5B. Goverance Proposal: Classified Board. Mgmt Against Against 5C. Goverance Proposal: Application of the Mgmt Against Against Doctrine of Corporate Opportunity. 5D. Goverance Proposal: Required Stockholder Mgmt Against Against Vote to Amend the Certificate of Incorporation of the Company. 6. Management Equity Incentive Plan Proposal. Mgmt For For 7. Incentive Plan Proposal. Mgmt Against Against 8. ESPP Proposal. Mgmt Against Against 9. Adjournment Proposal. Mgmt Against Against -------------------------------------------------------------------------------------------------------------------------- GRID DYNAMICS HOLDINGS, INC. Agenda Number: 935515619 -------------------------------------------------------------------------------------------------------------------------- Security: 39813G109 Meeting Type: Annual Meeting Date: 20-Dec-2021 Ticker: GDYN ISIN: US39813G1094 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Lloyd Carney Mgmt Withheld Against Yueou Wang Mgmt For For Michael Southworth Mgmt For For 2. The ratification of the appointment of Mgmt For For Grant Thornton LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021. -------------------------------------------------------------------------------------------------------------------------- GS ACQUISITION HOLDINGS CORP II Agenda Number: 935502840 -------------------------------------------------------------------------------------------------------------------------- Security: 36258Q105 Meeting Type: Special Meeting Date: 19-Oct-2021 Ticker: GSAH ISIN: US36258Q1058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approval of the Business Combination - To Mgmt Against Against consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of June 17, 2021 (as it may be further amended from time to time, the "Business Combination Agreement"), by and among the GS Acquisition Holdings Corp II (the "Company"), Mirion Technologies (TopCo), Ltd., a Jersey private company limited by shares "Mirion", for the limited purpose set forth therein, CCP IX LP ...(due to space limits, see proxy statement for full proposal). 2. The NYSE Proposal - To consider and vote Mgmt Against Against upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (the "NYSE"), (a) the issuance of more than 20% of the Company's outstanding Class A common stock in connection with the Business Combination, including the PIPE Investment, and (b) the issuance of shares of the GSAH Class A common stock and the GSAH Class B common stock to a Related Party (as defined in ...(due to space limits, see proxy statement for full proposal). 3. The Charter Proposal - To consider and vote Mgmt Against Against upon a proposal to adopt the Second Amended and Restated Certificate of Incorporation in the form attached to the accompanying proxy statement/prospectus as Annex B (the "New Mirion Charter"), which, if approved, would take effect upon the closing of the Business Combination. 4A. To approve an increase in the total number Mgmt Against Against of authorized shares of the Company's capital stock from 555,000,000 shares to 2,200,000,000 shares, which would consist of increasing the number of authorized shares of: (i) the GSAH Class A common stock from 500,000,000 to 2,000,000,000, (ii) the GSAH Class B common stock from 50,000,000 to 100,000,000, and (iii) the Company's preferred stock from 5,000,000 to 100,000,000. 4B. To provide that the affirmative vote of Mgmt Against Against holders of not less than 66 2/3% of the total voting power of all outstanding securities of the Company generally entitled to vote in the election of directors, voting together as a single class will be required to amend, alter, change or repeal specified provisions of the New Mirion Charter, including those relating to the terms of the New Mirion common stock, actions by written consent of stockholders, calling of special meetings ...(due to space limits, see proxy statement for full proposal). 4C. To provide that certain potential Mgmt Against Against transactions are not "corporate opportunities" and that any member of the Board, who is not an employee of the Company or its subsidiaries, or any employee or agent of such member, other than someone who is an employee of the Company or its subsidiaries (collectively, the "Covered Persons"), are not subject to the doctrine of corporate opportunity, except with respect to business opportunity matters, potential transactions or ...(due to space limits, see proxy statement for full proposal). 5. DIRECTOR Thomas D. Logan Mgmt Withheld Against Lawrence D. Kingsley Mgmt Withheld Against Jyothsna (Jo) Natauri Mgmt Withheld Against Christopher Warren Mgmt Withheld Against Steven Etzel Mgmt Withheld Against Kenneth C. Bockhorst Mgmt Withheld Against Robert A. Cascella Mgmt Withheld Against John W. Kuo Mgmt Withheld Against Jody A. Markopoulos Mgmt Withheld Against 6. The Incentive Plan Proposal - To consider Mgmt Against Against and vote upon a proposal to approve the Mirion Technologies, Inc. Omnibus Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan. 7. The Class A Common Stock Proposal - To Mgmt Against Against consider and vote upon a proposal to increase the total number of authorized shares of GSAH Class A common stock from 500,000,000 to 2,000,000,000. 8. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or for any other reason in connection with, the approval of one or more of the other proposals at the Special Meeting. -------------------------------------------------------------------------------------------------------------------------- GX ACQUISITION CORP. Agenda Number: 935468579 -------------------------------------------------------------------------------------------------------------------------- Security: 36251A107 Meeting Type: Special Meeting Date: 14-Jul-2021 Ticker: GXGX ISIN: US36251A1079 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - to Mgmt Against Against consider and vote upon a proposal to approve and adopt the Merger Agreement, dated as of January 8, 2021 (as may be amended from time to time, the "Merger Agreement"), by and among GX, Alpha First Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of GX ("First Merger Sub"), Alpha Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of GX ("Second Merger Sub"), and Celularity ... (due to space limits, see proxy statement for full proposal). 2. to increase the authorized shares of our Mgmt Against Against common stock to shares and authorized shares of preferred stock to ("Proposal No. 2"). 3. to require an affirmative vote of 66 2/3% Mgmt Against Against of the outstanding shares of our common stock for stockholders to (i) alter, amend, or repeal the proposed Amended and Restated Bylaws of GX (the "Amended and Restated Bylaws"), the full text of which is attached to the proxy statement/prospectus as Annex C, and (ii) remove a director for cause ("Proposal No. 3"). 4. to require an affirmative vote of 66 2/3% Mgmt Against Against of the outstanding shares of our common stock to alter, amend, or repeal Articles V, VI, and VII of the Proposed Charter ("Proposal No. 4"). 5. to approve and adopt the Proposed Charter Mgmt Against Against that includes the approval of Proposal 2, Proposal 3 and Proposal 4 and provides for certain additional changes, including (i) changing GX's name from "GX Acquisition Corp." to "Celularity Inc." and (ii) eliminating certain provisions related to the Business Combination that will no longer be relevant following the Closing, which our board of directors believes are necessary to adequately address the needs of GX immediately following the consummation of the Business Combination ("Proposal No. 5"). 6. DIRECTOR Robert J Hariri MD PhD Mgmt For For John Sculley Mgmt For For Jay R. Bloom Mgmt Withheld Against Peter Diamandis, M.D. Mgmt For For Dean C. Kehler Mgmt Withheld Against Lim Kok Thay Mgmt Withheld Against Robin L. Smith, MD MBA Mgmt For For A. C von Eschenbach MD Mgmt For For Marc Mazur Mgmt Withheld Against 7. The Equity Incentive Plan Proposal - to Mgmt Against Against consider and vote upon a proposal to approve and adopt the equity incentive award plan established to be effective after the Closing of the Business Combination. 8. The Employee Stock Purchase Plan Proposal - Mgmt Against Against to consider and vote upon a proposal to approve and adopt the employee stock purchase plan established to be effective after the Closing of the Business Combination. 9. The NASDAQ Proposal - to consider and vote Mgmt Against Against upon a proposal to approve, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of shares of GX Class A Common Stock to the Celularity stockholders in the Mergers pursuant to the Merger Agreement and to the investors in the private offering of securities to certain investors in connection with the Business Combination. 10. The Adjournment Proposal - to consider and Mgmt Against Against vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote. -------------------------------------------------------------------------------------------------------------------------- HAGERTY, INC. Agenda Number: 935608298 -------------------------------------------------------------------------------------------------------------------------- Security: 405166109 Meeting Type: Annual Meeting Date: 06-Jun-2022 Ticker: HGTY ISIN: US4051661092 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR McKeel Hagerty Mgmt Withheld Against Michael Angelina Mgmt Withheld Against F. Michael Crowley Mgmt Withheld Against Laurie Harris Mgmt Withheld Against Robert Kauffman Mgmt Withheld Against Sabrina Kay Mgmt For For Mika Salmi Mgmt For For William Swanson Mgmt For For Michael Tipsord Mgmt For For 2. To ratify the appointment of Deloitte & Mgmt For For Touche LLP as Hagerty's independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- HALL OF FAME RESORT ENTMT CO Agenda Number: 935632516 -------------------------------------------------------------------------------------------------------------------------- Security: 40619L102 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: HOFV ISIN: US40619L1026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class B Director for three-year Mgmt For For term: David Dennis 1b. Election of Class B Director for three-year Mgmt Against Against term: Karl L. Holz 1c. Election of Class B Director for three-year Mgmt For For term: Stuart Lichter 1d. Election of Class B Director for three-year Mgmt For For term: Curtis Martin 2. To approve, for purposes of complying with Mgmt For For Nasdaq Listing Rule 5635(d), the issuance of shares of common stock issuable upon the conversion of certain convertible debt, the exercise of certain warrants and the conversion of series C preferred stock. 3. To approve, for purposes of complying with Mgmt For For Nasdaq Listing Rule 5635(c), the issuance to an entity wholly owned by a director of shares of common stock and warrants to purchase shares of common stock in consideration for making a loan to the Company. 4. To ratify the appointment of the Company's Mgmt For For independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- HAYMAKER ACQUISITION CORP. III Agenda Number: 935648254 -------------------------------------------------------------------------------------------------------------------------- Security: 42087R108 Meeting Type: Special Meeting Date: 24-May-2022 Ticker: HYAC ISIN: US42087R1086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Business Combination Proposal - To consider Mgmt Against Against and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of December 13, 2021 (a copy of which is attached to the accompanying proxy statement as Annex A) (as amended, the "Business Combination Agreement"), by and among Haymaker Acquisition Corp. III (the "Company"), Haymaker Sponsor III LLC, BioTE Holdings, LLC ("Biote"), BioTE Management, LLC, Dr. Gary Donovitz, in his individual capacity, and Teresa S. ...(due to space limits, see proxy material for full proposal). 2. Nasdaq Proposal - To consider and vote upon Mgmt Against Against a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company's issued and outstanding common stock (i) pursuant to the terms of the Business Combination Agreement and (ii) upon the redemption of the Retained Biote Units pursuant to the terms of Biote's Second Amended and Restated Operating Agreement (the "Biote A&R OA), in each case, that may result in a Member owning more than ...(due to space limits, see proxy material for full proposal). 3. Charter Proposal - To consider and vote Mgmt Against Against upon a proposal to approve the Company's proposed second amended and restated certificate of incorporation, substantially in the form attached to the accompanying proxy statement as Annex C, in connection with the business combination. 4. Net Tangible Assets Proposal - To consider Mgmt Against Against and vote upon a proposal to approve certain provisions contained in the Company's second amended and restated certificate of incorporation, which will remove requirements contained in the Company's amended and restated certificate of incorporation that limit the Company's ability to redeem shares of Class A common stock and consummate an initial business combination if the amount of such redemptions would cause the Company to have less than $5,000,001 in net tangible assets 5a. Advisory Charter Proposal A - to elect not Mgmt Against Against to be governed by Section 203 of the DGCL. 5b. Advisory Charter Proposal B - to change the Mgmt Against Against name of the new public entity to "biote Corp." from "Haymaker Acquisition Corp. III". 5c. Advisory Charter Proposal C - to, upon Mgmt Against Against completion of the business combination, increase the authorized capital stock from 221,000,000 shares, consisting of 200,000,000 shares of Class A common stock, 20,000,000 shares of Class B common stock and 1,000,000 shares of preferred stock, to 718,000,000 shares, which would consist of 708,000,000 shares of common stock, including 600,000,000 shares of Class A common stock, 8,000,000 shares of Class B common stock, 100,000,000 shares of Class V voting stock and 10,000,000 shares of preferred stock. 6. Incentive Plan Proposal - To consider and Mgmt Against Against vote upon a proposal to approve the biote Corp. 2022 Equity Incentive Plan (the "Incentive Plan"), substantially in the form attached to the accompanying proxy statement as Annex E, including the authorization of the initial share reserve under the Incentive Plan. 7. ESPP Proposal - To consider and vote upon a Mgmt Against Against proposal to approve the biote Corp. 2022 Employee Stock Purchase Plan (the "ESPP"), substantially in the form attached to the accompanying proxy statement as Annex F, including the authorization of the initial share reserve under the ESPP. 8. DIRECTOR Stephen Powell Mgmt Withheld Against Dana Jacoby Mgmt For For Steven J. Heyer Mgmt Withheld Against Mark Cone Mgmt For For Andrew R. Heyer Mgmt Withheld Against Marc D. Beer Mgmt Withheld Against Teresa Weber Mgmt For For 9. Adjournment Proposal - To consider and vote Mgmt Against Against upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the condition precedent proposals. -------------------------------------------------------------------------------------------------------------------------- HEALTHCARE CAPITAL CORP. Agenda Number: 935544898 -------------------------------------------------------------------------------------------------------------------------- Security: 42228C101 Meeting Type: Special Meeting Date: 18-Feb-2022 Ticker: HCCC ISIN: US42228C1018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against approve and adopt the Agreement and Plan of Merger, dated as of July 7, 2021 (as it may be amended or supplemented from time to time, the "Merger Agreement"), by and among HCCC, Alpha Tau Medical Ltd., a company organized under the laws of the state of Israel ("Alpha Tau") and Archery Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Alpha Tau ("Merger Sub"), and the transactions contemplated therein. 2.1 The Charter Proposal - To approve and adopt Mgmt Against Against the name of the new public entity will be "Alpha Tau Medical Ltd." as opposed to "Healthcare Capital Corp.". 2.2 The Charter Proposal - To approve and adopt Mgmt Against Against the Alpha Tau Articles will provide for one class of ordinary shares as opposed to the two classes of common stock provided for in the HCCC Charter. 2.3 The Charter Proposal - To approve and adopt Mgmt Against Against Alpha Tau's corporate existence is perpetual as opposed to HCCC's corporate existence terminating if a business combination is not consummated within a specified period of time. 2.4 The Charter Proposal - To approve and adopt Mgmt Against Against the Alpha Tau Articles will not include the various provisions applicable only to special purpose acquisition corporations that the HCCC Charter contains. 3. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to adjourn this special meeting to a later date or dates, if necessary, if the parties are not able to consummate the Business Combination. -------------------------------------------------------------------------------------------------------------------------- HEALTHCOR CATALIO ACQUISITION CORP. Agenda Number: 935530572 -------------------------------------------------------------------------------------------------------------------------- Security: G44125105 Meeting Type: Special Meeting Date: 21-Dec-2021 Ticker: HCAQ ISIN: KYG441251058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - Mgmt Against Against RESOLVED, as an ordinary resolution, that HealthCor's entry into the Business Combination Agreement, dated as of July 7, 2021 (as the same has been or may be amended, modified, supplemented or waived from time to time, the "Business Combination Agreement"), by and among HealthCor, Optimus Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of HealthCor ("Merger Sub I"), Optimus Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary ...(due to space limits, see proxy statement for full proposal). 2. The Domestication Proposal - RESOLVED, as a Mgmt Against Against special resolution, that the change of HealthCor's jurisdiction of incorporation from the Cayman Islands to the State of Delaware (the "Domestication") by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (HealthCor following the Domestication, "New Hyperfine" and such proposal, the "Domestication Proposal") be approved, ratified and confirmed in all respects. 3. The Organizational Documents Proposal - Mgmt Against Against RESOLVED, as a special resolution, that, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the amendment and restatement of the Current Articles by their deletion and replacement with the proposed new certificate of incorporation (the "Proposed Charter") and bylaws (the "Proposed Bylaws" and, together with the Proposed Charter, the "Proposed Organizational Documents") of New Hyperfine, which, if approved, ...(due to space limits, see proxy statement for full proposal). 4A. Advisory Charter Proposal 4A - RESOLVED, Mgmt Against Against that the authorized share capital in the Proposed Charter be increased from 555,000,000 shares divided into 500,000,000 Class A ordinary shares, par value $0.0001 per share (the "Class A ordinary shares"), 50,000,000 Class B ordinary shares, par value $0.0001 per share (the "Class B ordinary shares" and, together with the Class A ordinary shares, the "ordinary shares"), and 5,000,000 preference shares, par value $0.0001 per share (the "preference ...(due to space limits, see proxy statement for full proposal). 4B. Advisory Charter Proposal 4B - RESOLVED, Mgmt Against Against that the Proposed Charter provide that holders of shares of Class A common stock will be entitled to cast one vote per share of Class A common stock and (i) prior to the effective time of the Mergers (the "Effective Time"), holders of shares of Class B common stock will have the right to one vote per share of Class B common stock, and (ii) effective upon the Effective Time, holders of shares of Class B common stock will be entitled to cast 20 votes ...(due to space limits, see proxy statement for full proposal). 4C. Advisory Charter Proposal 4C - RESOLVED, Mgmt Against Against that the Proposed Charter provide that any action required or permitted to be taken by the stockholders of New Hyperfine at any annual or special meeting of stockholders of New Hyperfine may be taken by written consent until the time the issued and outstanding shares of Class B common stock represent less than 50% of the voting power of the then outstanding shares of capital stock of New Hyperfine that would be entitled to vote in the election of ... (due to space limits, see proxy statement for full proposal). 4D. Advisory Charter Proposal 4D - RESOLVED, Mgmt Against Against that amendments to certain provisions of the Proposed Charter relating to the rights of Class A common stock and Class B common stock will require (i) so long as any shares of Class B common stock remain outstanding, the affirmative vote of the holders of at least two-thirds of the outstanding shares of Class B common stock, voting as a separate class, (ii) so long as any shares of Class A common stock remain outstanding, the affirmative vote of the ...(due to space limits, see proxy statement for full proposal). 4E. Advisory Charter Proposal 4E - RESOLVED, Mgmt Against Against that the Proposed Bylaws may be amended, altered, repealed or adopted either (x) by the affirmative vote of a majority of the board of directors of New Hyperfine (the "New Hyperfine Board") present at any regular or special meeting of the New Hyperfine Board at which a quorum is present or (y) (i) when the issued and outstanding shares of Class B common stock represents less than 50% of the voting power of the then outstanding shares of capital stock ... (due to space limits, see proxy statement for full proposal). 4F. Advisory Charter Proposal 4F - RESOLVED, Mgmt Against Against that the Proposed Charter provide that the number of directors will be fixed and may be modified by the New Hyperfine Board; provided that, prior to the first date on which the issued and outstanding shares of Class B common stock represents less than 50% of the voting power of the then outstanding shares of capital stock of New Hyperfine that would be entitled to vote in the election of directors, the number of directors cannot exceed a certain ... (due to space limits, see proxy statement for full proposal). 4G. Advisory Charter Proposal 4G - RESOLVED, Mgmt For For that the Proposed Charter provide that the New Hyperfine Board is not classified, and that the New Hyperfine directors shall serve for a term of one year, expiring at the next annual meeting of stockholders of New Hyperfine, as opposed to the Current Articles, which provide that HealthCor's board of directors is divided into three classes, with each class elected for staggered three year terms. 4H. Advisory Charter Proposal 4H - RESOLVED, Mgmt Against Against that the Proposed Charter provide that any or all directors of New Hyperfine may be removed from office at any time with or without cause and for any or no reason only with and immediately upon, (i) on or after the date on which the issued and outstanding shares of Class B common stock represents less than 50% of the voting power of the then outstanding shares of capital stock of New Hyperfine that would be entitled to vote in the election of directors, the ... (due to space limits, see proxy statement for full proposal). 4I. Advisory Charter Proposal 4I - RESOLVED, Mgmt Against Against that various provisions in the Current Articles applicable only to blank check companies, including the provisions requiring that HealthCor have net tangible assets of at least $5,000,001 immediately prior to, or upon such consummation of, a business combination, be eliminated. 5. The Stock Issuance Proposal - RESOLVED, as Mgmt Against Against an ordinary resolution, that, assuming the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of The Nasdaq Stock Market ("Nasdaq"), the issuance of (i) an aggregate of 29,663,067 shares of Class A common stock to stockholders of Hyperfine pursuant to the terms of the Business Combination Agreement, ... (due to space limits, see proxy statement for full proposal). 6. The Director Election Proposal - RESOLVED, Mgmt For For as an ordinary resolution, that, assuming the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal and the Stock Issuance Proposal are approved and adopted, the appointment of seven directors who, effective immediately after the Effective Time, will become the directors of New Hyperfine until their respective successors are duly elected and qualified pursuant to the terms of the Proposed ... (due to space limits, see proxy statement for full proposal). 7. The Incentive Plan Proposal - RESOLVED, as Mgmt Against Against an ordinary resolution, that, assuming the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal and the Director Election Proposal are approved and adopted, the Hyperfine, Inc. 2021 Equity Incentive Plan (the "Incentive Plan Proposal") be approved and adopted. 8. The Adjournment Proposal - RESOLVED, as an Mgmt Against Against ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, any of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal or the Incentive Plan Proposal would not be duly ... (due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- HIGHLAND TRANSCEND PARTNERS I CORP. Agenda Number: 935552249 -------------------------------------------------------------------------------------------------------------------------- Security: G44690108 Meeting Type: Special Meeting Date: 29-Mar-2022 Ticker: HTPA ISIN: KYG446901087 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal. To Mgmt Against Against approve by ordinary resolution the transactions contemplated by the agreement and plan of merger, dated as of September 8, 2021 (as amended or modified from time to time, the "merger agreement"), by and among Highland Transcend, Picasso Merger Sub I, Inc., a Delaware corporation and wholly owned direct subsidiary of Highland Transcend ("Blocker Merger Sub I"), Picasso Merger Sub II, LLC, a Delaware limited liability company and wholly owned direct ...(due to space limits, see proxy material for full proposal). 2. The NYSE Proposal. To approve by ordinary Mgmt Against Against resolution, for purposes of complying with applicable listing rules of the NYSE, the issuance by Highland Transcend of (i) 7,000,000 shares of Class A common stock to the subscription investors pursuant to the subscription agreements, (ii) 24,629,708 shares of Class A common stock to the Blocker equity holders, (iii) 108,086,466 shares of Class B common stock of the Packable equity holders, (iv) 12,000,000 shares of Class A common stock and Class B ...(due to space limits, see proxy material for full proposal). 3. The Domestication Proposal. To approve by Mgmt Against Against special resolution the change of Highland Transcend's jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware (the "domestication"). 4A. To approve (i) the change of our name from Mgmt Against Against "Highland Transcend Partners I Corp." to "Packable Commerce, Inc." ("New Packable"), (ii) adopting Delaware as the exclusive forum for certain stockholder litigation, (iii) making New Packable's corporate existence perpetual, (iv) removing certain provisions related to our status as a blank check company that will no longer be applicable to us upon consummation of the business combination and (v) granting an explicit waiver regarding corporate ...(due to space limits, see proxy material for full proposal). 4B. To approve provisions dividing the board of Mgmt Against Against directors into three classes following the business combination, with each class generally serving for a term of three years and with only one class of directors being elected in each year. 4C. To approve provisions providing that the Mgmt Against Against directors, except for Preferred Stock Directors (as defined in the proposed charter), may only be removed for cause (as defined in the proposed charter). 4D. To approve provisions removing the ability Mgmt Against Against of shareholders to call a special meeting. 4E. To approve provisions removing the ability Mgmt Against Against of shareholders to act by written consent in lieu of a meeting. 4F. To authorize the change in the authorized Mgmt Against Against capital stock of Highland Transcend from (i) 200,000,000 Class A ordinary shares, 20,000,000 Class B ordinary shares, and 1,000,000 preferred shares, par value $0.0001 per share to (ii) 3,000,000,000 shares of Class A common stock, 1,000,000,000 shares of Class B common stock and 500,000,000 shares of preferred stock, par value $0.0001 per share. 5. The Equity Incentive Plan Proposal. To Mgmt Against Against approve by ordinary resolution the Packable Commerce, Inc. 2022 Equity Incentive Plan. 6. The Employee Stock Purchase Plan Proposal. Mgmt Against Against To approve by ordinary resolution the Packable Commerce, Inc. 2022 Employee Stock Purchase Plan. 7. The Adjournment Proposal. To approve by Mgmt Against Against ordinary resolution the adjournment of the general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that it is determined by Highland Transcend that more time is necessary or appropriate to approve one or more proposals at the general meeting be approved and adopted in all respects. -------------------------------------------------------------------------------------------------------------------------- HILLMAN SOLUTIONS CORP. Agenda Number: 935630271 -------------------------------------------------------------------------------------------------------------------------- Security: 431636109 Meeting Type: Annual Meeting Date: 14-Jun-2022 Ticker: HLMN ISIN: US4316361090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Douglas J. Cahill Mgmt Withheld Against J. M. Scharfenberger Jr Mgmt Withheld Against Richard F. Zannino Mgmt Withheld Against 2. To approve, by non-binding vote, the Mgmt For For compensation of our named executive officers. 3. To recommend, by non-binding vote, the Mgmt 1 Year For frequency of future non- binding votes on the compensation of our named executive officers. 4. To ratify the selection of Deloitte & Mgmt For For Touche LLP as our independent auditor for fiscal year 2022. -------------------------------------------------------------------------------------------------------------------------- HIMS & HERS HEALTH, INC. Agenda Number: 935648557 -------------------------------------------------------------------------------------------------------------------------- Security: 433000106 Meeting Type: Annual Meeting Date: 02-Jun-2022 Ticker: HIMS ISIN: US4330001060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Andrew Dudum Mgmt Withheld Against Alex Bard Mgmt Withheld Against Ambar Bhattacharyya Mgmt Withheld Against Dr. Patrick Carroll, MD Mgmt Withheld Against Dr. Delos Cosgrove, MD Mgmt Withheld Against Kirsten Green Mgmt Withheld Against Jules Maltz Mgmt Withheld Against Lynne Chou O'Keefe Mgmt Withheld Against Andrea Perez Mgmt Withheld Against David Wells Mgmt Withheld Against 2. Ratification of the appointment of KPMG LLP Mgmt For For as the independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. Advisory approval of the Company's Mgmt For For executive compensation.` 4. Advisory approval of the frequency of a Mgmt 1 Year For non-binding stockholder vote to approve the Company's executive compensation every 1, 2 or 3 years. -------------------------------------------------------------------------------------------------------------------------- HIPPO HOLDINGS, INC Agenda Number: 935624177 -------------------------------------------------------------------------------------------------------------------------- Security: 433539103 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: HIPO ISIN: US4335391037 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Eric Feder Mgmt Withheld Against 1.2 Election of Director: Noah Knauf Mgmt Withheld Against 1.3 Election of Director: Sam Landman Mgmt Withheld Against 2. Ratify the appointment of Ernst & Young LLP Mgmt For For ("E&Y") as our independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- HOLLEY INC. Agenda Number: 935581404 -------------------------------------------------------------------------------------------------------------------------- Security: 43538H103 Meeting Type: Annual Meeting Date: 10-May-2022 Ticker: HLLY ISIN: US43538H1032 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michelle Gloeckler Mgmt For For Anita Sehgal Mgmt For For 2. Ratification of the appointment of Grant Mgmt For For Thornton LLP as Holley Inc.'s independent registered public accounting firm for fiscal 2022. -------------------------------------------------------------------------------------------------------------------------- HORIZON ACQUISITION CORPORATION Agenda Number: 935501759 -------------------------------------------------------------------------------------------------------------------------- Security: G46049105 Meeting Type: Special Meeting Date: 14-Oct-2021 Ticker: HZAC ISIN: KYG460491056 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - Mgmt Against Against Proposal to (a) approve and adopt the Transaction Agreement, dated as of April 21, 2021 (as the same may be amended, the "Transaction Agreement"), by and among Horizon Acquisition Corporation ("Horizon"), Horizon Sponsor, LLC, a Delaware limited liability company ("Sponsor"), Hoya Topco, LLC, a Delaware limited liability company ("Hoya Topco"), Hoya Intermediate, LLC, a Delaware limited liability company ("Hoya Intermediate") and Vivid Seats Inc., a Delaware ...(due to space limits, see proxy statement for full proposal). 2. The Merger Proposal - Proposal to approve, Mgmt Against Against as a special resolution, the Plan of Merger annexed to the Transaction Agreement and to authorize the merger (the "Merger") of Horizon with and into Vivid Seats PubCo, upon which the separate corporate existence of Horizon will cease and Vivid Seats PubCo will become the surviving corporation (the "Merger Proposal"). 3. Organizational Documents Proposal A - Mgmt Against Against Proposal to authorize the change in the authorized capital stock of Horizon from 400,000,000 Horizon Class A ordinary shares, par value $0.0001 per share, 40,000,000 shares of Horizon Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to 500,000,000 shares of Class A common stock, par value $0.0001 per share, of Vivid Seats PubCo, 250,000,000 shares of Class B common stock, par value $0.0001 ...(due to space limits, see proxy statement for full proposal). 4. Organizational Documents Proposal B - Mgmt Against Against Proposal to authorize that certain provisions of the Vivid Seats PubCo Amended and Restated Charter and certain provisions of the Vivid Seats PubCo Amended and Restated Bylaws, in each case, will be subject to the Stockholders' Agreement (as defined in the accompanying Proxy Statement). 5. Organizational Documents Proposal C - Mgmt Against Against Proposal to authorize that the Vivid Seats PubCo Amended and Restated Charter will grant an explicit waiver regarding corporate opportunities to certain "exempted persons" (including Sponsor and Hoya Topco and their respective affiliates, members, directors, officers and/or employees, including any of the foregoing who will serve as directors or officers of Vivid Seats PubCo). 6. Organizational Documents Proposal D - Mgmt Against Against Proposal to authorize that the Vivid Seats PubCo Amended and Restated Charter and Vivid Seats PubCo Amended and Restated Bylaws will adopt Delaware as the exclusive forum for certain stockholder litigation. 7. Organizational Documents Proposal E - Mgmt Against Against Proposal to authorize all other changes in connection with the replacement of Horizon's amended and restated memorandum and articles of association with the Vivid Seats PubCo Amended and Restated Charter and the Vivid Seats PubCo Amended and Restated Bylaws as part of the Merger, including (a) changing the corporate name from "Horizon Acquisition Corporation" to "Vivid Seats Inc.," (b) electing not to be governed by Section 203 of the DGCL and (c) removing ...(due to space limits, see proxy statement for full proposal). 8. The NYSE Proposal - Proposal to consider Mgmt Against Against and vote upon a proposal to approve, for purposes of complying with NYSE Listing Rule 312.03, the issuance of shares of Vivid Seats PubCo in connection with the business combination and the PIPE Subscription (the "NYSE Proposal"). 9. The Adjournment Proposal - Proposal to Mgmt Against Against approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Merger Proposal, the Organizational Documents Proposals and the NYSE Proposal (the "Adjournment Proposal" and, together with the Business ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- HUMACYTE, INC. Agenda Number: 935632883 -------------------------------------------------------------------------------------------------------------------------- Security: 44486Q103 Meeting Type: Annual Meeting Date: 09-Jun-2022 Ticker: HUMA ISIN: US44486Q1031 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Brady Dougan Mgmt Withheld Against Diane Seimetz Mgmt For For Max Wallace Mgmt Withheld Against 2. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP by the Board of Directors as Humacyte, Inc.'s independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- HYLIION HOLDINGS CORP. Agenda Number: 935577710 -------------------------------------------------------------------------------------------------------------------------- Security: 449109107 Meeting Type: Annual Meeting Date: 10-May-2022 Ticker: HYLN ISIN: US4491091074 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Andrew Card, Jr. Mgmt Withheld Against Jeffrey Craig Mgmt For For Howard Jenkins Mgmt Withheld Against Stephen Pang Mgmt Withheld Against 2. To ratify the appointment of Grant Thornton Mgmt For For LLP as the Company's independent registered public accounting firm for the 2022 fiscal year ended December 31, 2022. 3. Advisory Vote on Executive Compensation. Mgmt Against Against 4. Advisory Vote on the Frequency of Holding Mgmt 1 Year For an Advisory Vote on Executive Compensation. -------------------------------------------------------------------------------------------------------------------------- HYPERFINE, INC. Agenda Number: 935628442 -------------------------------------------------------------------------------------------------------------------------- Security: 44916K106 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: HYPR ISIN: US44916K1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: R. Scott Huennekens Mgmt Against Against 1b. Election of Director: Jonathan M. Rothberg, Mgmt Against Against Ph.D. 1c. Election of Director: Dave Scott Mgmt Against Against 1d. Election of Director: John Dahldorf Mgmt For For 1e. Election of Director: Ruth Fattori Mgmt Against Against 1f. Election of Director: Maria Sainz Mgmt For For 1g. Election of Director: Daniel J. Wolterman Mgmt For For 2. 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, 2022. -------------------------------------------------------------------------------------------------------------------------- HYZON MOTORS INC. Agenda Number: 935624088 -------------------------------------------------------------------------------------------------------------------------- Security: 44951Y102 Meeting Type: Annual Meeting Date: 06-Jun-2022 Ticker: HYZN ISIN: US44951Y1029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of director to serve until the Mgmt For For 2025 annual meeting: Elaine Wong 1.2 Election of director to serve until the Mgmt For For 2025 annual meeting: Dennis Edwards 2. The ratification of the appointment KPMG Mgmt For For LLP as our independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- IMMATICS, N.V. Agenda Number: 935657695 -------------------------------------------------------------------------------------------------------------------------- Security: N44445109 Meeting Type: Annual Meeting Date: 13-Jun-2022 Ticker: IMTX ISIN: NL0015285941 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Adoption of the statutory annual accounts Mgmt For For for the financial year ended 31 December 2021 2. Discharge from liability for the members of Mgmt For For the Company's board of directors (the "Board") with respect to the performance of their duties during the financial year ended 31 December 2021 3. Reappointment of Mr. P.A. Chambre as Mgmt Against Against non-executive director class II 4. Reappointment of Ms. H.L. Mason as Mgmt For For non-executive director class II 5. Appointment of Mrs. N. Valente as Mgmt For For non-executive director class II 6. Approval of the Company's 2022 stock option Mgmt Against Against and incentive plan 7. Extension of the authorisation of the Board Mgmt Against Against to acquire ordinary shares or depositary receipts thereof 8. Instruction to PricewaterhouseCoopers Mgmt For For Accountants N.V. as auditor for the financial year ending 31 December 2022 -------------------------------------------------------------------------------------------------------------------------- IMMUNOVANT INC Agenda Number: 935486111 -------------------------------------------------------------------------------------------------------------------------- Security: 45258J102 Meeting Type: Annual Meeting Date: 09-Sep-2021 Ticker: IMVT ISIN: US45258J1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Peter Salzmann, MD, MBA Mgmt Withheld Against Douglas Hughes Mgmt Withheld Against George Migausky Mgmt Withheld Against 2. Ratification of the selection by the Audit Mgmt For For Committee of our Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2022. 3. Non-binding, advisory approval on the Mgmt 1 Year For frequency of future non-binding advisory votes on the compensation of our named executive officers. 4. Approval of the repricing of certain Mgmt Against Against outstanding stock options granted under the 2019 Equity Incentive Plan. -------------------------------------------------------------------------------------------------------------------------- INDIE SEMICONDUCTOR, INC. Agenda Number: 935647769 -------------------------------------------------------------------------------------------------------------------------- Security: 45569U101 Meeting Type: Annual Meeting Date: 22-Jun-2022 Ticker: INDI ISIN: US45569U1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Class I Director for a term Mgmt Withheld Against expiring at the 2025 Annual Meeting: Dr. Ichiro Aoki 1.2 Election of Class I Director for a term Mgmt Withheld Against expiring at the 2025 Annual Meeting: Jeffrey Owens 1.3 Election of Class I Director for a term Mgmt Withheld Against expiring at the 2025 Annual Meeting: Sonalee Parekh 2. To approve an amendment to the 2021 Omnibus Mgmt Against Against Equity Incentive Plan (the "Equity Incentive Plan") to increase the number of shares of common stock reserved for issuance thereunder by 10,500,000 shares. 3. To approve the indie Semiconductor, Inc. Mgmt For For Employee Stock Purchase Plan (the "ESPP"). 4. To ratify the appointment of KPMG LLP as Mgmt For For our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- INNOVID CORP Agenda Number: 935627844 -------------------------------------------------------------------------------------------------------------------------- Security: 457679108 Meeting Type: Annual Meeting Date: 07-Jun-2022 Ticker: CTV ISIN: US4576791085 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Steven Cakebread Mgmt For For Jonathan Saacks Mgmt For For 2. Ratification of the appointment of KOST Mgmt For For FORER GABBAY & KASIERER, member of Ernst & Young Global, as Innovid Corp.'s independent registered public accounting firm for the 2022 fiscal year. -------------------------------------------------------------------------------------------------------------------------- INNOVIZ TECHNOLOGIES LTD. Agenda Number: 935521143 -------------------------------------------------------------------------------------------------------------------------- Security: M5R635108 Meeting Type: Annual Meeting Date: 08-Dec-2021 Ticker: INVZ ISIN: IL0011745804 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Re-election of Class I director to hold Mgmt For For office until the close of the annual general meeting of the Company of 2024: Aharon Aharon 1B. Re-election of Class I director to hold Mgmt For For office until the close of the annual general meeting of the Company of 2024: Orit Stav 2. Approval of amendments to the articles of Mgmt For For association of the Company. 3. Approval and ratification of the Mgmt For For re-appointment of Kost Forer Gabbay & Kasierer, a member of Ernest & Young, as the independent auditors of the Company for the period ending at the close of the next annual general meeting. -------------------------------------------------------------------------------------------------------------------------- INTERCURE LTD. Agenda Number: 935532273 -------------------------------------------------------------------------------------------------------------------------- Security: M549GJ111 Meeting Type: Special Meeting Date: 30-Dec-2021 Ticker: INCR ISIN: IL0011063760 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 To re-elect Ms. Lennie Michelson Grinbaum Mgmt For For to hold office as an external director of the Company, commencing on September 4, 2021 for a period of three (3) years, until September 3, 2024 2 Are you a controlling shareholder of the Mgmt Abstain Company, or do you have a personal interest in the approval of Ms. Lennie Michelson Grinbaum's re-election other than a personal interest unrelated to relationships with a controlling shareholder of the Company? Please note: If you do not mark either Yes or No, your shares will not be voted for this proposal NOTE: "FOR" = YES, "ABSTAIN" = NO 3 To re-elect Mr. Gideon Hirschfeld to hold Mgmt For For office as an external director of the Company, commencing on September 24, 2021 for a period of three (3) years, until September 23, 2024 4 Are you a controlling shareholder of the Mgmt Abstain Company, or do you have a personal interest in the approval of Mr. Gideon Hirschfeld's re-election other than a personal interest unrelated to relationships with a controlling shareholder of the Company? Please note: If you do not mark either Yes or No, your shares will not be voted for this proposal NOTE: "FOR" = YES, "ABSTAIN" = NO -------------------------------------------------------------------------------------------------------------------------- INTL GENERAL INSURANCE HOLDINGS LTD. Agenda Number: 935514465 -------------------------------------------------------------------------------------------------------------------------- Security: G4809J106 Meeting Type: Annual Meeting Date: 30-Nov-2021 Ticker: IGIC ISIN: BMG4809J1062 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2. DIRECTOR David Anthony Mgmt For For David King Mgmt For For 3. Proposal to approve the reappointment of Mgmt For For Ernst & Young LLP, an independent registered public accounting firm, to act as the Company's independent auditor for the fiscal year ending December 31, 2021 and the authorization for the Board of Directors, acting through the Audit Committee, to fix the remuneration of the independent auditor for the fiscal year ending December 31, 2021. -------------------------------------------------------------------------------------------------------------------------- INVESTINDUSTRIAL ACQUISITION CORP. Agenda Number: 935529985 -------------------------------------------------------------------------------------------------------------------------- Security: G4771L105 Meeting Type: Special Meeting Date: 15-Dec-2021 Ticker: IIAC ISIN: KYG4771L1059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - Mgmt Against Against RESOLVED, as an ordinary resolution, that, assuming the Merger Proposal is authorized, approved and confirmed, the Business Combination Agreement, dated as of July 18, 2021 (as it may be amended from time to time), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, by and among IIAC, Ermenegildo Zegna Holditalia S.p.A., a joint stock company incorporated under Italian law (which will be converted into a Dutch public ...(due to space limits, see proxy statement for full proposal). 2. The Merger Proposal - RESOLVED, as a Mgmt Against Against special resolution, that, assuming the Business Combination Proposal is authorized, approved and confirmed, the Plan of Merger in the form tabled to the Extraordinary General Meeting (a draft of which is attached to the accompanying proxy statement/prospectus as Annex B), pursuant to which Zegna Merger Sub will merge with and into IIAC so that IIAC will be the surviving company and all the rights and obligations of Zegna Merger Sub will be assumed by IIAC by ...(due to space limits, see proxy statement for full proposal). 3. The Adjournment Proposal - RESOLVED, as an Mgmt Against Against ordinary resolution, to adjourn the Extraordinary General Meeting to a later date or dates (A) in order to solicit additional proxies for the purpose of obtaining IIAC shareholder approval of the transaction proposals to be voted upon at the Extraordinary General Meeting, (B) if as of the time for which the Extraordinary General Meeting is scheduled, there are insufficient Class A ordinary shares of IIAC and Class B ordinary shares of IIAC represented ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- ION ACQUISITION CORP. 2 LTD. Agenda Number: 935519821 -------------------------------------------------------------------------------------------------------------------------- Security: G49393104 Meeting Type: Special Meeting Date: 29-Nov-2021 Ticker: IACB ISIN: KYG493931045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of June 24, 2021 (as the same may be amended, the "Merger Agreement"), by and among ION, Inspire Merger Sub 1, Inc., a Delaware limited liability company and a direct wholly owned subsidiary of ION ("Merger Sub 1"), Inspire Merger Sub 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of ION ("Merger Sub 2" ...(due to space limits, see proxy statement for full proposal). 2. The Domestication Proposal - To consider Mgmt Against Against and vote upon a proposal to approve, by special resolution, a change of ION's jurisdiction of incorporation by way of continuation from an exempted company incorporated in accordance with the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the "Domestication"). The Domestication will be effected immediately prior to the Business Combination by ION filing a certificate of corporate domestication and the ...(due to space limits, see proxy statement for full proposal). 3. The Stock Issuance Proposal - To consider Mgmt Against Against and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03(c), the issuance of 20,000,000 shares of ION Class A common stock (following the domestication) to (a) the PIPE Investors pursuant to the PIPE Investment (each as defined in the accompanying proxy statement/prospectus) and 93,255,615 ION Class A Ordinary Shares to the Innovid Equity Holders pursuant ...(due to space limits, see proxy statement for full proposal). 4. Organizational Documents Proposal - To Mgmt Against Against consider and vote upon a proposal to approve by special resolution the Proposed Certificate of Incorporation and the proposed new bylaws of Innovid Corp. ("Proposed Bylaws" and, together with the Proposed Certificate of Incorporation, the "Proposed Organizational Documents") of Innovid Corp. (a corporation incorporated in the State of Delaware, upon the filing with and acceptance by the Secretary of State of Delaware of the certificate of corporate ...(due to space limits, see proxy statement for full proposal). 5A. Advisory Organizational Documents Proposal Mgmt Against Against 5A - to authorize the change in the authorized capital stock of ION from 500,000,000 ION Class A Ordinary Shares, par value $0.0001 per share (the "ION Class A Ordinary Shares"), 50,000,000 ION Class B Ordinary Shares, par value $0.0001 per share (the "ION Class B Ordinary Shares" and, together with the ION Class A Ordinary Shares, the "Ordinary Shares"), and 5,000,000 preference shares, par value $0.0001 per share (the "Preference Shares"), to 500,000,000 ... (due to space limits, see proxy statement for full proposal). 5B. Advisory Organizational Documents Proposal Mgmt Against Against 5B - to authorize adopting Delaware as the exclusive forum for certain stockholder litigation ("Advisory Organizational Documents Proposal 5B"). 5C. Advisory Organizational Documents Proposal Mgmt Against Against 5C - to approve provisions providing that the affirmative vote of at least 66 2/3% of the voting power of all the then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, will be required for stockholders to amend, alter, repeal or rescind all or any portion of Part B of Article V, Article VI, Article VIII, Article IX, Article X, Article XI or Article XII of the Proposed ...(due to space limits, see proxy statement for full proposal). 5D. Advisory Organizational Documents Proposal Mgmt Against Against 5D - to approve provisions permitting the removal of a director only for cause and only by the affirmative vote of the holders of a majority of at least two-thirds of the outstanding shares entitled to vote at an election of directors ("Advisory Organizational Documents Proposal 5D"). 5E. Advisory Organizational Documents Proposal Mgmt Against Against 5E - to approve provisions requiring or permitting stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting; provided that any action required or permitted to be taken by the holders of Innovid Corp. Preferred Stock, voting separately as a class or separately as a class with one or more other such series, may be taken without a meeting if signed by the holders having not less ...(due to space limits, see proxy statement for full proposal). 5F. Advisory Organizational Documents Proposal Mgmt Against Against 5F - to provide for certain additional changes, including, among other things, (i) making Innovid Corp.'s corporate existence perpetual and (ii) removing certain provisions related to ION's status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the ION Board believes is necessary to adequately address the needs of Innovid Corp. after the Business Combination ("Advisory Organizational Documents Proposal 5F"). 6. The Innovid Corp. Equity Incentive Plan Mgmt Against Against Proposal - To consider and vote upon a proposal to approve by ordinary resolution the Innovid Corp. Equity Incentive Plan (the "Innovid Corp. Equity Incentive Plan Proposal"). 7. The Innovid Corp. Employee Stock Purchase Mgmt Against Against Plan Proposal - To consider and vote upon a proposal to approve by ordinary resolution the Innovid Corp. Equity Share Purchase Plan (the "Innovid Corp. Employee Stock Purchase Plan Proposal"). 8. The Director Election Proposal - To Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution the election of six (6) directors to serve staggered terms on the Company's board of directors until the 2022, 2023 and 2024 annual meetings of stockholders, respectively and until their respective successors are duly elected and qualified (the "Director Election Proposal"). 9. The Shareholder Adjournment Proposal - To Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the "Shareholder Adjournment Proposal"). -------------------------------------------------------------------------------------------------------------------------- IONQ, INC. Agenda Number: 935605432 -------------------------------------------------------------------------------------------------------------------------- Security: 46222L108 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: IONQ ISIN: US46222L1089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Blake Byers Mgmt For For 1.2 Election of Director: Niccolo de Masi Mgmt Withheld Against 1.3 Election of Director: Inder M. Singh Mgmt For For 2. To ratify the selection of Ernst & Young Mgmt For For LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 -------------------------------------------------------------------------------------------------------------------------- ISOS ACQUISITION CORP. Agenda Number: 935526509 -------------------------------------------------------------------------------------------------------------------------- Security: G4962C112 Meeting Type: Special Meeting Date: 14-Dec-2021 Ticker: ISOS ISIN: KYG4962C1125 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1) The BCA Proposal - To approve and adopt the Mgmt Against Against Business Combination Agreement, dated as of July 1, 2021, (the "Business Combination Agreement"), by and among Isos and Bowlero Corp. which provides for, among other things, the merger of Bowlero with and into Isos (the "Merger"), with Isos surviving the Merger, in accordance with the terms and subject to the conditions of the Business Combination Agreement. 2) The Domestication Proposal - To approve Mgmt Against Against change Isos's jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication" and, together with the Merger, the "Business Combination"). 3A) Organizational Documents Proposal A - Mgmt Against Against change in authorized capital stock 3B) Organizational Documents Proposal B - Mgmt Against Against issuance of preferred stock 3C) Organizational Documents Proposal C - adopt Mgmt Against Against Delaware as exclusive forum for certain stockholder litigation 3D) Organizational Documents Proposal D - elect Mgmt Against Against not to be governed by Section 203 of the DGCL 3E) Organizational Documents Proposal E - to Mgmt Against Against approve certain super- majority provisions for certain amendments 3F) Organizational Documents Proposal F - to Mgmt Against Against approve certain super- majority provisions for removal of directors 3G) Organizational Documents Proposal G - to Mgmt Against Against approve super-voting provisions New Bowlero Class B common stock 3H) Organizational Documents Proposal H - to Mgmt Against Against provide for certain additional changes 4) DIRECTOR Thomas F. Shannon Mgmt Withheld Against Brett I. Parker Mgmt Withheld Against John A. Young Mgmt Withheld Against Michael J. Angelakis Mgmt Withheld Against Rachael A. Wagner Mgmt Withheld Against Robert J. Bass Mgmt Withheld Against George Barrios Mgmt Withheld Against Michelle Wilson Mgmt Withheld Against Sandeep Mathrani Mgmt Withheld Against 5) The Stock Issuance Proposal - To approve Mgmt Against Against for purposes of complying with the applicable provisions of the NYSE, the issuance of Class A common stock and Series A preferred stock pursuant to the Business Combination Agreement, the PIPE Offering and the Forward Purchase Contract. 6) The Incentive Plan Proposal - To approve Mgmt Against Against the Bowlero Corp. 2021 Omnibus Incentive Plan. 7) The ESPP Proposal - To approve the Bowlero Mgmt Against Against Corp. Employee Stock Purchase Plan. 8) The Adjournment Proposal - To approve the Mgmt Against Against adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. -------------------------------------------------------------------------------------------------------------------------- IVANHOE CAPITAL ACQUISITION CORP. Agenda Number: 935542440 -------------------------------------------------------------------------------------------------------------------------- Security: G4R87P114 Meeting Type: Special Meeting Date: 01-Feb-2022 Ticker: IVAN ISIN: KYG4R87P1144 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - Mgmt Against Against RESOLVED, as an ordinary resolution under Cayman Islands law that Ivanhoe Capital Acquisition Corp.'s ("Parent") enry into the Business Combination Agreement, dated July 12, 2021 (as amended on September 20, 2021 and as it may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Parent, Wormhole Merger Sub Pte. Ltd. ("Amalgamation Sub") and SES Holdings Pte. Ltd. ("SES"), a copy ...(due to space limits, see proxy statement for full proposal). 2. The Domestication Proposal - RESOLVED, as a Mgmt Against Against special resolution under Cayman Islands law, that Parent be transferred by way of continuation to Delaware pursuant to Part XII of the Cayman Islands Companies Act and Article 49 of the amended and restated memorandum and articles of association of Parent (the "Current Articles") and Section 388 of the DGCL and, immediately upon being de-registered in the Cayman Islands, Parent be continued and domesticated as a corporation under the laws of the State of Delaware. 3. The Organizational Documents Proposal - Mgmt Against Against RESOLVED, as a special resolution under Cayman Islands law, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, that the amendment and restatement of the Current Articles by their deletion and replacement with the proposed new certificate of incorporation (the "Proposed Charter") and bylaws (the "Proposed Bylaws" and, together with the Proposed Charter, the "Proposed Organizational Documents") of New SES, which, if ...(due to space limits, see proxy statement for full proposal). 4A. Advisory Charter Proposal 4A - RESOLVED, as Mgmt Against Against a non-binding advisory resolution, that the increase in the share capital authorized under the Current Articles from (i) 221,000,000 shares of capital stock divided into (a) 200,000,000 Class A ordinary shares, par value $0.0001 per-share (the "Class A ordinary shares"), (b) 20,000,000 Class B ordinary shares, par together with the Class A ordinary shares, the "ordinary shares"), and (c) 1,000,000 preference shares, par value $0.0001 ...(due to space limits, see proxy statement for full proposal). 4B. Advisory Charter Proposal 4B - RESOLVED, as Mgmt Against Against a non-binding advisory resolution to the provisions in the Proposed Charter that holders of shares of New SES Class A common stock will be entitled to cast one (1) vote for each share of New SES Class A common stock, and holders of shares of New SES Class B common stock will be entitled to cast ten (10) votes for each share of New SES Class B common stock, in each case with respect to all matters submitted to a vote of stockholders generally, as ...(due to space limits, see proxy statement for full proposal). 4C. Advisory Charter Proposal 4C - RESOLVED, as Mgmt Against Against a non-binding advisory resolution to provide in the Proposed Charter that any action required or permitted to be taken by the stockholders of New SES must be effected at an annual or special meeting of the stockholders and may not be effected by written consent in lieu of a meeting; provided, however, that prior to the first date on which the issued and outstanding shares of New SES Class B common stock represent less than 50% of the voting power of the ...(due to space limits, see proxy statement for full proposal). 4D. Advisory Charter Proposal 4D - RESOLVED, as Mgmt Against Against a non-binding advisory resolution, that certain provisions of the Proposed Charter relating to the rights of New SES Class A common stock and Class B common stock may be amended, altered, changed, adopted or repealed Under the Proposed Charter, in addition to any vote required by the DGCL, amendments, alterations, changes, adoptions or repeals tocertain provisions of the Proposed Charter will require the affirmative vote of the holders of ...(due to space limits, see proxy statement for full proposal). 4E. Advisory Charter Proposal 4E - RESOLVED, as Mgmt Against Against a non-binding advisory resolution, that the Proposed Bylaws may be amended, altered, repealed or adopted either (x) by the affirmative vote of a majority of the New SES (the "New SES Board") present at any regular or special meeting of the New SES Board at which a quorum is present or (y) (i) on or after the first date on which the issued and out-standing shares of New SES Class B common stock represents less than 50% of the voting power of the then ...(due to space limits, see proxy statement for full proposal). 4F. Advisory Charter Proposal 4F - RESOLVED, as Mgmt Against Against a non-binding advisory resolution that provisions in the Proposed Charter that the number of directors will be fixed from time to time by a majority of the New SES Board, as opposed to the Current Articles, which provide that the number of directors of Parent may be increased or reduced by an ordinary resolution, being a resolution passed by a simple majority of the holders of ordinary shares who, being present in person or by proxy and entitled to vote, cast votes at a general meeting, be approved. 4G. Advisory Charter Proposal 4G - RESOLVED, as Mgmt Against Against a non-binding advisory resolution, that provisions in the Proposed Charter that provide that any or all directors of New SES may be removed from office at any time with or without cause and for any or no reason prior to the first date on which the issued and outstanding shares of New SES Class B common stock represents less than 50% of the voting power of the then outstanding shares of capital stock of New SES that would then be entitled to vote ...(due to space limits, see proxy statement for full proposal). 4H. Advisory Charter Proposal 4H - RESOLVED, as Mgmt Against Against a non-binding advisory resolution, that the elimination of various provisions in the Current Articles applicable only to blank check companies and the Parent's operations as a special purpose acquisition company immediately prior to consummation of a Business Combination (as defined in the Current Articles), including the provisions requiring that Parent have net tangible assets of at least $5,000,001 immediately prior to such a Business Combination. 4I. Advisory Charter Proposal 4I - RESOLVED, as Mgmt Against Against a non-binding advisory resolution that provisions in the Proposed Charter that provide that special meetings of stockholders for any purpose or purposes may be called at any time by the New SES Board, the Chairperson of the New SES Board or the Chief Executive Officer of New SES; provided, however, that prior to the first date on which the issued and outstanding shares of New SES Class B common stock represents less than 50% of the voting power of the ...(due to space limits, see proxy statement for full proposal). 5. The NYSE Proposal - RESOLVED, as an Mgmt Against Against ordinary resolution under Cayman Islands law, that for the purposes of complying with the applicable provisions of the NYSE Listing Rule 312.03, the issuance of shares of New SES Class A common stock and New SES Class B common stock pursuant to the Business Combination and shares of New SES Class A common stock in connection with the PIPE Financing and any additional shares pursuant to subscription agreements Parent may enter into prior to Closing, be approved. 6. The Incentive Plan Proposal - RESOLVED, as Mgmt Against Against an ordinary resolution under Cayman Islands law that the Equity Incentive Plan be approved. 7. The Director Election Proposal - RESOLVED, Mgmt Against Against as an ordinary resolution under Cayman Islands law, that the election of seven directors who, effective immediately after the Effective Time, will become the directors of New SES until their respective successors are duly elected and qualified pursuant to the terms of the Proposed Charter, be approved. 8. The Adjournment Proposal - RESOLVED, as an Mgmt Against Against ordinary resolution under Cayman Islands law, that the adjournment of the extraordinary general meeting (i) to ensure that any supplement or amendment to the proxy statement/prospectus/ that the Parent Board has reasonably determined in good faith after consultation with Parent's outside legal counsel is required by applicable law is disclosed to Parent's shareholders and for such supplement or amendment to be promptly disseminated to Parent's ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- JANUS INTERNATIONAL GROUP, INC. Agenda Number: 935641250 -------------------------------------------------------------------------------------------------------------------------- Security: 47103N106 Meeting Type: Annual Meeting Date: 16-Jun-2022 Ticker: JBI ISIN: US47103N1063 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class I Director to serve until Mgmt Against Against the 2025 Annual Meeting: Ramey Jackson 1b. Election of Class I Director to serve until Mgmt Against Against the 2025 Annual Meeting: Xavier Gutierrez 2. The ratification of the appointment of BDO Mgmt For For USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- JASPER THERAPEUTICS INC. Agenda Number: 935637542 -------------------------------------------------------------------------------------------------------------------------- Security: 471871103 Meeting Type: Annual Meeting Date: 23-Jun-2022 Ticker: JSPR ISIN: US4718711033 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Kurt von Emster Mgmt Withheld Against Lawrence Klein, Ph.D. Mgmt For For 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, 2022. -------------------------------------------------------------------------------------------------------------------------- JAWS SPITFIRE ACQUISITION CORPORATION Agenda Number: 935495247 -------------------------------------------------------------------------------------------------------------------------- Security: G50740102 Meeting Type: Special Meeting Date: 28-Sep-2021 Ticker: SPFR ISIN: KYG507401027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - Mgmt Against Against RESOLVED, as an ordinary resolution, that JAWS Spitfire's entry into the Business Combination Agreement, dated as of March 22, 2021 (as it may be amended and supplemented from time to time, the "Business Combination Agreement"), by and among JAWS Spitfire, Merger Sub, Inc., a Delaware Corporation ("Merger Sub"), and Velo3D, Inc., a Delaware corporation ("Velo3D"), a copy of which is attached to the proxy statement/prospectus as Annex A, pursuant to which, ...(due to space limits, see proxy statement for full proposal). 2. Domestication Proposal - RESOLVED, as a Mgmt Against Against special resolution, that JAWS Spitfire be transferred by way of continuation to Delaware pursuant to Part XII of the Companies Act (As Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being deregistered in the Cayman Islands, JAWS Spitfire be continued and domesticated as a corporation under the laws of the state of Delaware. 3. Charter Proposal - RESOLVED, as a special Mgmt Against Against resolution, that (i) the Memorandum and Articles of Association of JAWS Spitfire (the "Existing Governing Documents") be amended and restated by the proposed new certificate of incorporation (the "Proposed Certificate of Incorporation") and the proposed new bylaws ("Proposed Bylaws" and, together with the Proposed Certificate of Incorporation, the "Proposed Governing Documents") of JAWS Spitfire (a corporation incorporated in the State of Delaware, ...(due to space limits, see proxy statement for full proposal). 4. Governing Documents Proposal A - an Mgmt Against Against amendment to change the authorized share capital of JAWS Spitfire from (i) 200,000,000 Class A ordinary shares, par value $0.0001 per share, (ii) 20,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii) 1,000,000 preference shares, par value $0.0001 per share, to (a) 500,000,000 shares of common stock, par value $0.0001 per share, of New Velo3D and (b) 10,000,000 shares of preferred stock, par value $0.0001 per share, of New Velo3D be approved on a nonbinding advisory basis. 5. Governing Documents Proposal B - an Mgmt Against Against amendment to authorize the New Velo3D Board to issue any or all shares of New Velo3D preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New Velo3D Board and as may be permitted by the Delaware General Corporation Law be approved on a nonbinding advisory basis. 6. Governing Documents Proposal C - an Mgmt Against Against amendment to authorize the removal of the ability of New Velo3D stockholders to take action by written consent in lieu of a meeting be approved on a nonbinding advisory basis. 7. Governing Documents Proposal D - an Mgmt Against Against amendment to authorize the amendment and restatement of the Existing Governing Documents be approved in accordance with the Charter Proposal, (i) changing the post- Business Combination corporate name from "JAWS Spitfire Acquisition Corporation" to "Velo3D, Inc." as more fully set out in the Charter Proposal (which is expected to occur upon the consummation of the Domestication), (ii) making New Velo3D's corporate existence perpetual, (iii) adopting ...(due to space limits, see proxy statement for full proposal). 8. The NYSE Proposal - RESOLVED, as an Mgmt Against Against ordinary resolution, that for the purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of shares of New Velo3D Common Stock in connection with the Business Combination and the PIPE Financing be approved. 9. The Incentive Award Plan Proposal - Mgmt Against Against RESOLVED, as an ordinary resolution, that the Velo3D, Inc. 2021 Equity Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex I, be adopted and approved. 10. The Employee Stock Purchase Plan Proposal - Mgmt Against Against RESOLVED, as an ordinary resolution, that the Velo3D, Inc. 2021 Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus as Annex J, be adopted and approved. 11. The Adjournment Proposal - RESOLVED, as an Mgmt Against Against ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to JAWS Spitfire shareholders or if, as of the time for which the extraordinary general meeting is scheduled, there are insufficient JAWS Spitfire ordinary shares represented (either in person or by proxy) to ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- JOBY AVIATION, INC Agenda Number: 935625763 -------------------------------------------------------------------------------------------------------------------------- Security: G65163100 Meeting Type: Annual Meeting Date: 10-Jun-2022 Ticker: JOBY ISIN: KYG651631007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director for a term expiring in Mgmt Withheld Against 2025: James Kuffner 1b. Election of Director for a term expiring in Mgmt Withheld Against 2025: Dipender Saluja 2. Ratify the appointment of Deloitte & Touche Mgmt For For LLP as Joby's independent registered public accounting firm for fiscal year 2022 -------------------------------------------------------------------------------------------------------------------------- KALEYRA, INC. Agenda Number: 935503169 -------------------------------------------------------------------------------------------------------------------------- Security: 483379103 Meeting Type: Annual Meeting Date: 28-Oct-2021 Ticker: KLR ISIN: US4833791035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Matteo Lodrini Mgmt For For Neil Miotto Mgmt For For 2. An advisory vote regarding the approval of Mgmt For For compensation paid to our named executive officers. 3. Ratification of independent registered Mgmt For For public accounting firm. -------------------------------------------------------------------------------------------------------------------------- KATAPULT HOLDINGS, INC. Agenda Number: 935629216 -------------------------------------------------------------------------------------------------------------------------- Security: 485859102 Meeting Type: Annual Meeting Date: 07-Jun-2022 Ticker: KPLT ISIN: US4858591021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class I Director to serve until Mgmt Against Against the 2025 Annual Meeting: Chris Masto 1b. Election of Class I Director to serve until Mgmt For For the 2025 Annual Meeting: Joyce A. Phillips 1c. Election of Class I Director to serve until Mgmt For For the 2025 Annual Meeting: Jane J. Thompson 2. To ratify the selection of Deloitte & Mgmt For For Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- KHOSLA VENTURES ACQUISITION CO. Agenda Number: 935510835 -------------------------------------------------------------------------------------------------------------------------- Security: 482504107 Meeting Type: Special Meeting Date: 16-Nov-2021 Ticker: KVSA ISIN: US4825041076 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. A proposal to approve the business Mgmt Against Against combination (the "Business Combination") described in the proxy statement/prospectus, including (a) adopting the Agreement and Plan of Merger, dated June 9, 2021, as amended by Amendment No. 1 to Agreement and Plan of Merger dated September 22, 2021 (as amended, the "Merger Agreement"), by and among Khosla Ventures Acquisition Co. ("KVSA"), Killington Merger Sub Inc. ("Merger Sub"), Valo Health, LLC and Valo Health, Inc. ("Valo"), and (b) approving the transactions contemplated by the Merger Agreement. 2. A proposal to approve and adopt the amended Mgmt Against Against and restated certificate of incorporation of KVSA (the "Proposed Charter") in the form attached to the proxy statement/prospectus as Annex C. 3. A proposal to approve, on a non-binding Mgmt Against Against advisory basis, certain governance provisions in the Proposed Charter, presented separately in accordance with the United States Securities and Exchange Commission requirements. 4. A proposal to approve, for purposes of Mgmt Against Against complying with the applicable provisions of Nasdaq Stock Exchange Listing Rule 5635, the issuance of (a) an aggregate of 20,086,250 shares of New Valo common stock to the PIPE Investors, (b) 230,897,358 shares of New Valo common stock (including those shares that underlie equity awards) issued or issuable in connection with the Business Combination and (c) up to an aggregate of 2,500,000 shares of New Valo common stock to Khosla Ventures SPAC Sponsor LLC (or its assigns). 5. A proposal to approve the Valo Health Mgmt Against Against Holdings, Inc. 2021 Stock Option and Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex L. 6. A proposal to approve the Valo Health Mgmt Against Against Holdings, Inc. 2021 Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus as Annex M. 7. A proposal to adjourn the special meeting Mgmt Against Against to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the special meeting. -------------------------------------------------------------------------------------------------------------------------- KHOSLA VENTURES ACQUISITION CO. II Agenda Number: 935510758 -------------------------------------------------------------------------------------------------------------------------- Security: 482505104 Meeting Type: Special Meeting Date: 02-Nov-2021 Ticker: KVSB ISIN: US4825051042 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The BCA Proposal - to consider and vote Mgmt Against Against upon a proposal to approve the business combination described in the proxy statement/prospectus, including (a) adopting the Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in the proxy statement/prospectus (the "BCA Proposal"). 2. The Charter Proposal - to consider and vote Mgmt Against Against upon a proposal to approve and adopt the amended and restated certificate of incorporation of KVSB (the "Proposed Charter") in the form attached hereto as Annex C (the "Charter Proposal"). 3. The Advisory Charter Amendment Proposal - Mgmt Against Against to consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, presented separately in accordance with the United States Securities and Exchange Commission ("SEC") requirements (the "Advisory Charter Amendment Proposal"). 4. The Stock Issuance Proposal - to vote to Mgmt Against Against approve, to comply with Nasdaq Rule 5635, the issuance of (a) 27,000,000 shares of New Nextdoor Class B common stock to the PIPE Investors, (b) 364,714,149 shares of New Nextdoor Class B common stock issued or issuable in connection with the Business Combination, and 364,714,149 shares of New Nextdoor Class A common stock issuable upon conversion of such shares and (c) up to 1,000,000 shares of New Nextdoor Class A common stock to the Sponsor under the Forward Purchase Agreement. 5. The Equity Incentive Plan Proposal - to Mgmt Against Against consider and vote upon a proposal to approve the New Nextdoor Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex H (the "Equity Incentive Plan Proposal"). 6. The ESPP Proposal - to consider and vote Mgmt Against Against upon a proposal to approve the New Nextdoor Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex I (the "ESPP Proposal"). 7. The Adjournment Proposal - to consider and Mgmt Against Against vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the special meeting (the "Adjournment Proposal"). -------------------------------------------------------------------------------------------------------------------------- KISMET ACQUISITION ONE CORP. Agenda Number: 935481084 -------------------------------------------------------------------------------------------------------------------------- Security: G52753103 Meeting Type: Special Meeting Date: 18-Aug-2021 Ticker: KSMT ISIN: VGG527531039 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1) The Business Combination: A proposal to Mgmt Against Against consider and vote upon a proposal to approve and adopt the business combination described in the accompanying proxy statement/prospectus. 2) The Adjournment Proposal: A proposal to Mgmt Against Against approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote. -------------------------------------------------------------------------------------------------------------------------- KORE GROUP HOLDINGS, INC. Agenda Number: 935635459 -------------------------------------------------------------------------------------------------------------------------- Security: 50066V107 Meeting Type: Annual Meeting Date: 15-Jun-2022 Ticker: KORE ISIN: US50066V1070 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve until the Mgmt For For 2025 Annual Meeting: Timothy Donahue 1b. Election of Director to serve until the Mgmt For For 2025 Annual Meeting: Cheemin Bo-Linn 1c. Election of Director to serve until the Mgmt For For 2025 Annual Meeting: James Geisler 2. The ratification of the appointment of BDO Mgmt For For USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- LANDCADIA HOLDINGS III, INC. Agenda Number: 935468199 -------------------------------------------------------------------------------------------------------------------------- Security: 51476H100 Meeting Type: Special Meeting Date: 13-Jul-2021 Ticker: LCY ISIN: US51476H1005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - to Mgmt For For consider and vote upon a proposal to approve the agreement and plan of merger, dated as of January 24, 2021 (as may be amended and/or restated from time to time, the "Merger Agreement"), by and among Landcadia; Helios Sun Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Landcadia ("Merger Sub"); HMAN Group Holdings Inc. a Delaware corporation ("Hillman Holdco"); and CCMP Sellers' Representative, LLC, solely in its capacity as representative of ...(due to space limits, see proxy statement for full proposal). 2. The Charter Proposal - to consider and vote Mgmt Against Against upon a proposal to approve, assuming the other condition precedent proposals (as defined below) are approved and adopted, the proposed third amended and restated certificate of incorporation of Landcadia (the "Proposed Charter"), which will replace Landcadia's second amended and restated certificate of incorporation, dated October 8, 2020 (the "Current Charter") and will be in effect upon the Closing of the Business Combination. 3A. Advisory Charter Proposal A - Our Current Mgmt Against Against Charter requires the affirmative vote of holders of at least a majority of the voting power of outstanding shares to adopt, amend, alter or repeal the Current Charter. The Proposed Charter will require the approval by affirmative vote of the holders of at least 66% in voting power of the outstanding common stock of the combined company to amend certain provisions of the Proposed Charter as follows: Article FIFTH, which addresses amending or addressing the number ...(due to space limits, see proxy statement for full proposal). 3B. Advisory Charter Proposal B - Our Current Mgmt Against Against Charter requires the affirmative vote of holders of at least a majority of the voting power of outstanding shares for stockholders to adopt, amend, alter or repeal the bylaws of New Hillman. The Proposed Charter would require the approval by the affirmative vote of the holders of at least 66% in voting power of the then outstanding shares of common stock of New Hillman for stockholders to adopt, amend, alter or repeal the bylaws of New Hillman. 3C. Advisory Charter Proposal C - Our Current Mgmt Against Against Charter requires the affirmative vote of holders of at least a majority of the voting power of outstanding shares to remove a director from office. The Proposed Charter would require the approval by the affirmative vote of the holders of at least 66% in voting power of the then outstanding shares of common stock of New Hillman to remove a director from office. 3D. Advisory Charter Proposal D - Under the Mgmt Against Against Current Charter, Landcadia is subject to Section 203 of the DGCL. The additional amendment would cause the combined company to not be governed by Section 203 of the DGCL and, instead, include a provision in the Proposed Charter that is substantially similar to Section 203 of the DGCL, but excludes from the definition of "interested stockholder" (A) the investment funds affiliated with CCMP Capital Advisors, LP and their respective successors, ...(due to space limits, see proxy statement for full proposal). 3E. Advisory Charter Proposal E - Our Current Mgmt For For Charter authorizes the issuance of 380,000,000 shares of Landcadia Class A common stock, 20,000,000 shares of Landcadia Class B common stock and 1,000,000 shares of preferred stock. The Proposed Charter would increase the total number of authorized shares of common stock to 500,000,000 and 1,000,000 shares of preferred stock. As part of the transactions contemplated by the Merger Agreement and in accordance with the Current Charter, all Landcadia Class B ...(due to space limits, see proxy statement for full proposal). 3F. Advisory Charter Proposal F - The Proposed Mgmt Against Against Charter provides that New Hillman will renounce any interest or expectancy in, or in being offered an opportunity to participate in, any business opportunities that are from time to time available to CCMP Capital Advisors, LP, the investment funds affiliated with CCMP Capital Advisors, LP or their respective successors, Transferees, and Affiliates (each as defined in the Proposed Charter) (other than New Hillman and its subsidiaries) or any of ...(due to space limits, see proxy statement for full proposal). 3G. Advisory Charter Proposal G - The Current Mgmt Against Against Charter permits only holders of Class B common stock to take action by written consent in lieu of taking action at a meeting of stockholders. The Proposed Charter instead prohibits stockholder action by written consent by specifying that any action required or permitted to be taken by stockholders must be effected by a duly called annual or special meeting and may not be effected by written consent. 4. The Stock Issuance Proposal - to consider Mgmt For For and vote upon a proposal to approve, assuming the other condition precedent proposals (as defined below) are approved and adopted, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of (x) shares of New Hillman common stock pursuant to the terms of the Merger Agreement and (y) shares of Landcadia Class A common stock to certain institutional investors including JFG Sponsor (collectively, the "PIPE Investors") in connection with the Private Placement. 5. The Incentive Plan Proposal - to consider Mgmt For For and vote upon a proposal to approve, assuming the other condition precedent proposals (as defined below) are approved and adopted, the Hillman Solutions Corp. 2021 Equity Incentive Plan (the "Incentive Equity Plan"), a copy of which is attached to the accompanying proxy statement/prospectus as Annex F, including the authorization of the initial share reserve under the Incentive Equity Plan. 6. The ESPP Proposal - to consider and vote Mgmt For For upon a proposal to approve, assuming the condition precedent proposals (as defined below) are approved and adopted, the Hillman Solutions Corp. 2021 Employee Stock Purchase Plan (the "ESPP"), a copy of which is attached to the accompanying proxy statement/prospectus as Annex G, including the authorization of the initial share reserve under the ESPP. 7. DIRECTOR Douglas Cahill Mgmt For For Joseph Scharfenberger Mgmt For For Richard Zannino Mgmt For For Aaron Jagdfeld Mgmt For For David Owens Mgmt For For Philip Woodlief Mgmt For For Diana Dowling Mgmt For For John Swygert Mgmt For For Daniel O'Leary Mgmt For For Teresa Gendron Mgmt For For 8. The Adjournment Proposal - to consider and Mgmt For For vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, the Charter Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the Director Election Proposal (together the "condition precedent proposals") would not be duly approved and ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- LANDSEA HOMES CORPORATION Agenda Number: 935473467 -------------------------------------------------------------------------------------------------------------------------- Security: 51509P103 Meeting Type: Annual Meeting Date: 27-Jul-2021 Ticker: LSEA ISIN: US51509P1030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Ming (Martin) Tian Mgmt Withheld Against John Ho Mgmt Withheld Against Qin (Joanna) Zhou Mgmt Withheld Against Bruce Frank Mgmt For For Thomas Hartfield Mgmt For For Robert Miller Mgmt For For Scott Reed Mgmt For For Elias Farhat Mgmt For For Tim Chang Mgmt For For 2. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2021. -------------------------------------------------------------------------------------------------------------------------- LATCH, INC Agenda Number: 935623404 -------------------------------------------------------------------------------------------------------------------------- Security: 51818V106 Meeting Type: Annual Meeting Date: 09-Jun-2022 Ticker: LTCH ISIN: US51818V1061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Raju Rishi Mgmt Withheld Against J. Allen Smith Mgmt Withheld Against 2. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as Latch, Inc.'s independent registered public accounting firm for the year ending December 31, 2022. 3. Advisory (non-binding) vote on the Mgmt 1 Year For frequency of advisory votes to approve the compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- LEGATO MERGER CORP Agenda Number: 935500149 -------------------------------------------------------------------------------------------------------------------------- Security: 52473X106 Meeting Type: Special Meeting Date: 14-Oct-2021 Ticker: LEGO ISIN: US52473X1063 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Merger Proposal - to consider and vote Mgmt Against Against upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of May 24, 2021 ("Merger Agreement"), by and among Legato, Algoma Steel Group Inc. ("Algoma"), and Algoma Merger Sub, Inc. ("Merger Sub"), and the transactions contemplated therein, pursuant to which Merger Sub will merge with and into Legato, with Legato surviving the merger as a wholly owned subsidiary of Algoma (the "Merger"). 2. The Adjournment Proposal - to consider and Mgmt Against Against vote upon a proposal to adjourn the special meeting to a later date or dates, if determined by the parties to the Merger Agreement in accordance with the Merger Agreement. -------------------------------------------------------------------------------------------------------------------------- LI-CYCLE HOLDINGS CORP. Agenda Number: 935582052 -------------------------------------------------------------------------------------------------------------------------- Security: 50202P105 Meeting Type: Annual and Special Meeting Date: 28-Apr-2022 Ticker: LICY ISIN: CA50202P1053 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTORS: Election of Mgmt For For Director: Rick Findlay 1B Election of Director: Tim Johnston Mgmt Withheld Against 1C Election of Director: Ajay Kochhar Mgmt Withheld Against 1D Election of Director: Alan Levande Mgmt Withheld Against 1E Election of Director: Scott Prochazka Mgmt For For 1F Election of Director: Anthony Tse Mgmt Withheld Against 1G Election of Director: Mark Wellings Mgmt For For 2 Appoint KPMG LLP as the external auditor of Mgmt For For the Company and the authorization of the Board to fix their remuneration. 3 Approve a change of the municipality in Mgmt For For which the registered office of the Company is located from Mississauga, Ontario to Toronto, Ontario. -------------------------------------------------------------------------------------------------------------------------- LIGHTNING EMOTORS, INC Agenda Number: 935492328 -------------------------------------------------------------------------------------------------------------------------- Security: 53228T101 Meeting Type: Annual Meeting Date: 07-Oct-2021 Ticker: ZEV ISIN: US53228T1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Timothy Reeser Mgmt For For Robert Fenwick-Smith Mgmt For For Kenneth P. Jack Mgmt For For 2. To ratify the appointment of GRANT THORNTON Mgmt For For LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. -------------------------------------------------------------------------------------------------------------------------- LIONHEART ACQUISITION CORP. II Agenda Number: 935541258 -------------------------------------------------------------------------------------------------------------------------- Security: 53625R104 Meeting Type: Special Meeting Date: 27-Jan-2022 Ticker: LCAP ISIN: US53625R1041 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Extension Amendment Proposal - Amend the Mgmt For For Company's amended and restated certificate of incorporation to extend the date that the Company has to consummate an initial business combination to August 18, 2022. 2. Adjournment Proposal - Adjourn the Special Mgmt For For Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1. -------------------------------------------------------------------------------------------------------------------------- LIONHEART ACQUISITION CORP. II Agenda Number: 935648228 -------------------------------------------------------------------------------------------------------------------------- Security: 53625R104 Meeting Type: Special Meeting Date: 18-May-2022 Ticker: LCAP ISIN: US53625R1041 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal: A Mgmt Against Against proposal to approve and adopt that certain Membership Interest Purchase Agreement, dated as of July 11, 2021 (as it may be amended from time to time, the "MIPA"), by and among the Lionheart Acquisition Corporation II (the "Company" and, following the consummation of the Business Combination (as defined below), the "Post-Combination Company"), Lionheart II Holdings, LLC, a newly formed wholly owned subsidiary of the Company ("Opco"), the MSP Purchased Companies ...(due to space limits, see proxy material for full proposal). 2. The NASDAQ Proposal: To consider and vote Mgmt Against Against upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the issuance and/or sale of: (a) an aggregate of 3,250,000,000 shares of Class V Common Stock to the Members (or their designees) as consideration for the Business Combination; (b) 5,750,000 shares of Class A common stock upon the automatic conversion of Class B common stock, par value $0.0001 per share, of the Company in accordance with the terms of the Amended and ...(due to space limits, see proxy material for full proposal). 3. The Charter Approval Proposal: To consider Mgmt Against Against and vote upon a proposal to approve and adopt, assuming the Business Combination Proposal is approved and adopted, the Second Amended and Restated Certificate of Incorporation (the "Proposed Charter") in the form attached to the accompanying proxy statement as Annex B, which if approved and adopted will go into effect prior to the Closing, which we refer to as the "Charter Approval Proposal". 4a. The Non-Binding Governance Proposals: To Mgmt Against Against consider and vote upon, on a non-binding advisory basis, the separate proposals with respect to certain governance provisions in the Proposed Charter in accordance with the requirements of the Securities and Exchange Commission (the "Non-Binding Governance Proposals"): Change in Authorized Shares - To approve and adopt (i) an increase of the Company's total number of authorized shares of capital stock from 111,000,000 shares to 8,760,000,000 shares of ...(due to space limits, see proxy material for full proposal). 4b. The Non-Binding Governance Proposals: To Mgmt Against Against consider and vote upon, on a non-binding advisory basis, the separate proposals with respect to certain governance provisions in the Proposed Charter in accordance with the requirements of the Securities and Exchange Commission (the "Non-Binding Governance Proposals"): Dual Class Stock: To approve and adopt an amendment to the Existing Charter that provides for a capital structure with two classes of common stock and pursuant to which, subject to ...(due to space limits, see proxy material for full proposal). 4c. The Non-Binding Governance Proposals: To Mgmt Against Against consider and vote upon, on a non-binding advisory basis, the separate proposals with respect to certain governance provisions in the Proposed Charter in accordance with the requirements of the Securities and Exchange Commission (the "Non-Binding Governance Proposals"): Removal of Directors - To approve and adopt an amendment to the Existing Charter that provides that until any time prior to the Voting Rights Threshold Date, any director of the Board elected ...(due to space limits, see proxy material for full proposal). 4d. The Non-Binding Governance Proposals: To Mgmt Against Against consider and vote upon, on a non-binding advisory basis, the separate proposals with respect to certain governance provisions in the Proposed Charter in accordance with the requirements of the Securities and Exchange Commission (the "Non-Binding Governance Proposals"): Required Stockholder Vote to Amend Certain Sections of the Proposed Charter - To approve and adopt an amendment to the Existing Charter that provides that, from and after the Voting ...(due to space limits, see proxy material for full proposal). 4e. The Non-Binding Governance Proposals: To Mgmt Against Against consider and vote upon, on a non-binding advisory basis, the separate proposals with respect to certain governance provisions in the Proposed Charter in accordance with the requirements of the Securities and Exchange Commission (the "Non-Binding Governance Proposals"): Required Stockholder Vote to Amend the Amended and Restated Bylaws - To approve and adopt an amendment to the Existing Charterthat provides that, in addition to any affirmative vote ...(due to space limits, see proxy material for full proposal). 5. DIRECTOR Roger Melzer Mgmt Withheld Against Beatriz Assapimonwait Mgmt Withheld Against Thomas Hawkins Mgmt Withheld Against Michael F. Arrigo Mgmt Withheld Against Ophir Sternberg Mgmt Withheld Against John H. Ruiz Mgmt Withheld Against Frank C. Quesada Mgmt Withheld Against 6. The Incentive Plan Proposal: To consider Mgmt Against Against and vote upon a proposal, assuming the Business Combination Proposal is approved and adopted, to approve and adopt the MSP Recovery, Inc. 2022 Omnibus Incentive Plan, a copy of which is attached to the proxy statement prospectus as Annex J, and the material terms thereunder. 7. The Adjournment Proposal: To consider and Mgmt Against Against vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, in accordance with the terms of the MIPA. -------------------------------------------------------------------------------------------------------------------------- LIVE OAK ACQUISITION CORP. II Agenda Number: 935499233 -------------------------------------------------------------------------------------------------------------------------- Security: 53804W106 Meeting Type: Special Meeting Date: 12-Oct-2021 Ticker: LOKB ISIN: US53804W1062 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against consider and vote upon a proposal to (a) approve and adopt the Business Combination Agreement and Plan of Reorganization, dated as of May 6, 2021 (the "Business Combination Agreement"), among LOKB, Live Oak Merger Sub Inc., a Delaware corporation and a wholly owned direct subsidiary of LOKB ("Merger Sub"), and Navitas Semiconductor Limited, a private company limited by shares organized under the laws of Ireland ("Navitas Ireland") that ...(due to space limits, see proxy statement for full proposal). 2. The Authorized Share Charter Proposal - To Mgmt Against Against consider and vote upon a proposal to increase the number of authorized shares of LOKB's capital stock, par value $0.0001 per share, from 111,000,000 shares, consisting of (a) 110,000,000 shares of common stock, including 100,000,000 shares of Class A common stock (the "Class A Common Stock"), and 10,000,000 shares of Class B common stock (the "LOKB Class B Common Stock"), and (b) 1,000,000 shares of preferred stock, to 751,000,000 shares, ...(due to space limits, see proxy statement for full proposal). 3. The Additional Charter Proposal - To Mgmt Against Against consider and vote upon a proposal to make certain other changes that the LOKB Board deems appropriate for a public operating company, including (a) eliminating provisions in the Charter relating to LOKB's Initial Business Combination that will no longer be applicable to LOKB following the closing of the Business Combination (the "Closing"), including provisions relating to (i) redemption rights with respect to Class A Common Stock, (ii) the trust ...(due to space limits, see proxy statement for full proposal). 4. The PIPE Proposal - To consider and vote Mgmt Against Against upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange, the issuance and sale of 15,500,000 shares of Class A Common Stock in a private offering of securities to certain investors in connection with the Business Combination, which will occur substantially concurrently with, and is contingent upon, the consummation of the transactions contemplated by the Business Combination Agreement (the "PIPE Proposal"). 5. The 2021 Plan Proposal - To consider and Mgmt Against Against vote upon a proposal to approve and adopt the 2021 Equity Incentive Plan (the "2021 Plan") and the material terms thereunder (the "2021 Plan Proposal"). The 2021 Plan Proposal is conditioned on the approval of the Business Combination Proposal and the PIPE Proposal. 6. DIRECTOR Gene Sheridan Mgmt Withheld Against Daniel Kinzer Mgmt Withheld Against Brian Long Mgmt Withheld Against Dipender Saluja Mgmt Withheld Against David Moxam Mgmt Withheld Against Richard J. Hendrix Mgmt Withheld Against Gary K. Wunderlich, Jr. Mgmt Withheld Against 7. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposals, the PIPE Proposal, the 2021 Plan Proposal or the Director Election Proposal (the "Adjournment Proposal"). The ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- LIVEVOX HOLDINGS, INC Agenda Number: 935640880 -------------------------------------------------------------------------------------------------------------------------- Security: 53838L100 Meeting Type: Annual Meeting Date: 16-Jun-2022 Ticker: LVOX ISIN: US53838L1008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Leslie C.G. Campbell Mgmt Withheld Against Marcello Pantuliano Mgmt Withheld Against Louis Summe Mgmt Withheld Against 2. Ratify the appointment of Ernst & Young, Mgmt For For LLP ("EY") as our independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- LOCAL BOUNTI CORPORATION Agenda Number: 935643949 -------------------------------------------------------------------------------------------------------------------------- Security: 53960E106 Meeting Type: Annual Meeting Date: 21-Jun-2022 Ticker: LOCL ISIN: US53960E1064 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Pamela Brewster Mgmt For For Matthew Nordby Mgmt For For 2. To ratify the appointment of Mgmt For For WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- LORDSTOWN MOTORS CORP. Agenda Number: 935476033 -------------------------------------------------------------------------------------------------------------------------- Security: 54405Q100 Meeting Type: Annual Meeting Date: 19-Aug-2021 Ticker: RIDE ISIN: US54405Q1004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Jane Reiss Mgmt For For Dale Spencer Mgmt Withheld Against 2. To ratify the appointment of KPMG LLP Mgmt For For ("KPMG") as Lordstown Motors Corp.'s independent registered public accounting firm for the fiscal year ending December 31, 2021. -------------------------------------------------------------------------------------------------------------------------- LORDSTOWN MOTORS CORP. Agenda Number: 935599261 -------------------------------------------------------------------------------------------------------------------------- Security: 54405Q100 Meeting Type: Annual Meeting Date: 19-May-2022 Ticker: RIDE ISIN: US54405Q1004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Angela Strand Mgmt Withheld Against Joseph B. Anderson, Jr. Mgmt For For Laura J. Soave Mgmt For For 2. A proposal to ratify the appointment of Mgmt For For KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. A proposal to amend the Company's 2020 Mgmt For For Equity Incentive Plan to increase the number of shares of Class A common stock reserved under the plan by 7,000,000. 4. A proposal to amend the Company's Mgmt For For Certificate of Incorporation to increase the number of authorized shares of Class A common stock by 150,000,000 (from 300,000,000 to 450,000,000). 5. A proposal to approve, on a non-binding Mgmt For For advisory basis, the compensation of our named executive officers. 6. A proposal to approve, on a non-binding Mgmt 1 Year For advisory basis, the frequency of future advisory votes on the compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- LOTTERY.COM INC. Agenda Number: 935632681 -------------------------------------------------------------------------------------------------------------------------- Security: 54570M108 Meeting Type: Annual Meeting Date: 10-Jun-2022 Ticker: LTRY ISIN: US54570M1080 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Steven M. Cohen Mgmt For For Joseph E. Kaminkow Mgmt Withheld Against 2. Ratification of the appointment of Armanino Mgmt For For LLP as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- LUMINAR TECHNOLOGIES,INC. Agenda Number: 935627793 -------------------------------------------------------------------------------------------------------------------------- Security: 550424105 Meeting Type: Annual Meeting Date: 07-Jun-2022 Ticker: LAZR ISIN: US5504241051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Alec E. Gores Mgmt Withheld Against Matthew J. Simoncini Mgmt Withheld Against 2. Ratify the appointment of Deloitte & Touche Mgmt For For LLP as the independent registered public accounting firm of Luminar Technologies, Inc. for the fiscal year ending December 31, 2022. 3. Approve, on an advisory (non-binding) Mgmt For For basis, the compensation of Luminar Technologies, Inc.'s named executive officers. 4. Approve, on an advisory (non-binding) Mgmt 1 Year For basis, the frequency of future advisory votes on executive compensation. 5. Amend and restate the Luminar Technologies, Mgmt Against Against Inc. 2020 Equity Incentive Plan to increase the authorized share reserve and add an automatic annual share reserve increase provision. -------------------------------------------------------------------------------------------------------------------------- M3-BRIGADE ACQUISITION II CORP. Agenda Number: 935542945 -------------------------------------------------------------------------------------------------------------------------- Security: 553800103 Meeting Type: Special Meeting Date: 09-Feb-2022 Ticker: MBAC ISIN: US5538001034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Business Combination Proposal - To consider Mgmt Against Against and vote upon a proposal to approve the transactions contemplated by the Agreement and Plan of Merger, dated as August 16, 2021 (as it may be amended from time to time in accordance with its terms, the "Merger Agreement"), by and among M3-Brigade Acquisition II Corp. (the "Company"), Blue Steel Merger Sub Inc. ("Merger Sub") and Syniverse Corporation ("Syniverse"), including the business combination described in the accompanying proxy statement (the "Business Combination"). 2. To approve, (i) the issuance of more than Mgmt Against Against 20% of the issued and outstanding shares, and (ii) the issuance of more than one percent of the issued and outstanding shares of Common Stock. 3. Charter Proposal - To consider and vote Mgmt Against Against upon a proposal to adopt two separate proposed charters, proposed charter alternative A, substantially in the form attached to the accompanying proxy statement as Annex B-1 ("Charter Amendment Alternative A"), and proposed charter alternative B, substantially in the form attached to the accompanying proxy statement as Annex B-2 ("Charter Amendment Alternative B," and together with Charter Amendment Alternative A, the "Charter Amendments"); 4A. Super Majority Vote Requirements - Proposal Mgmt Against Against to add a super majority vote provision requiring that the prior affirmative vote of holders of at least sixty-six and two-thirds percent of the voting power of the outstanding shares of Common Stock, voting as a single class will be required before the Company. 4B. Change in Authorized Shares - Proposal (i) Mgmt Against Against in the case of Charter Amendment Alternative A, to increase our total number of authorized shares of all classes of Common Stock (ii) in the case of Charter Amendment Alternative B, to increase our total number of authorized shares of all classes of Common Stock. 4C. Corporate Opportunity - To consider and Mgmt Against Against vote upon a proposal to update the provisions regarding corporate opportunities to, among other things. 4D. Declassification of Board - To consider and Mgmt For For vote upon a proposal to declassify our Board. 4E. Special Quorum Requirement and Director Mgmt Against Against Voting Rights related to Carlyle and Twilio - To consider and vote upon a proposal to make certain of the terms of the Second Amended and Restated Certificate of Incorporation and also provide that for as long as any director nominated by Carlyle and its affiliates. 4F. Ability to Call a Special Meeting - To Mgmt Against Against consider and vote upon a proposal to provide that special meetings can only be called by the Board (or an officer of the Company at the direction of the Board) and no longer individually by the Company's Chief Executive Officer or the Chairman of the Board. 4G. Class A Stock to Have Exclusive Right to Mgmt Against Against Vote for the Election and Removal of Directors - To consider and vote upon a proposal to give the Class A Stock the exclusive right to vote for the election and removal of directors and the Class C Stock no right to vote for the election or removal of directors. 5. DIRECTOR James Attwood Mgmt Withheld Against Kevin Beebe Mgmt Withheld Against Orisa Cherenfant Mgmt Withheld Against Andrew Davies Mgmt Withheld Against Tony Holcombe Mgmt Withheld Against Greg Kleiner Mgmt Withheld Against Dan Mead Mgmt Withheld Against Mohsin Y. Meghji Mgmt Withheld Against Lauren Nemeth Mgmt Withheld Against Matthew Perkal Mgmt Withheld Against Raymond Ranelli Mgmt Withheld Against 6. Incentive Award Plan Proposal - To consider Mgmt Against Against and vote upon a proposal to adopt the Syniverse Technologies Corporation 2021 Omnibus Incentive Plan (the "Incentive Award Plan"), a copy of which is attached to the accompanying proxy statement as Annex J, including the authorization of the initial share reserve under the Incentive Award Plan. 7. Adjournment Proposal - To consider and vote Mgmt Against Against upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise. -------------------------------------------------------------------------------------------------------------------------- MARKETWISE, INC. Agenda Number: 935610457 -------------------------------------------------------------------------------------------------------------------------- Security: 57064P107 Meeting Type: Annual Meeting Date: 02-Jun-2022 Ticker: MKTW ISIN: US57064P1075 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Riaan Hodgson Mgmt Withheld Against Manuel Borges Mgmt For For Van Simmons Mgmt Withheld Against 2. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- MARKFORGED HOLDING CORPORATION Agenda Number: 935633885 -------------------------------------------------------------------------------------------------------------------------- Security: 57064N102 Meeting Type: Annual Meeting Date: 21-Jun-2022 Ticker: MKFG ISIN: US57064N1028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Edward Anderson Mgmt Withheld Against Michael Medici Mgmt Withheld Against Antonio Rodriguez Mgmt Withheld Against 2. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- MARQUEE RAINE ACQUISITION CORP. Agenda Number: 935498863 -------------------------------------------------------------------------------------------------------------------------- Security: G58442107 Meeting Type: Special Meeting Date: 13-Oct-2021 Ticker: MRAC ISIN: KYG584421070 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - to Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of April 28, 2021 and amended on July 23, 2021 and September 13, 2021 (the "Merger Agreement"), by and among MRAC, MRAC Merger Sub Corp. ("Merger Sub") and Enjoy Technology Inc. ("Enjoy"), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, the ...(due to space limits, see proxy statement for full proposal). 2. The Domestication Proposal - to consider Mgmt Against Against and vote upon a proposal to approve by special resolution, the change of MRAC's jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication" and, together with the Merger, the "Business Combination") (the "Domestication Proposal"). 3. The Organizational Documents Proposal - to Mgmt Against Against consider and vote upon a proposal to approve by special resolution and adopt the proposed new certificate of incorporation ("Proposed Certificate of Incorporation") and the proposed new bylaws ("Proposed Bylaws") of Marquee Raine Acquisition Corp., a corporation incorporated in the State of Delaware, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of ...(due to space limits, see proxy statement for full proposal). 4A. Change the Authorized Capital Stock - To Mgmt Against Against provide authorization to change the authorized capital stock of MRAC from (i) 500,000,000 Class A ordinary shares, par value $0.0001 per share, of MRAC, 50,000,000 Class B ordinary shares of MRAC and 5,000,000 preferred shares, par value $0.0001 per share, of MRAC to (ii) 500,000,000 shares of New Enjoy common stock and 10,000,000 shares of New Enjoy preferred stock. 4B. Change the Stockholder Vote Required to Mgmt Against Against Amend the Certificate of Incorporation - To require the affirmative vote of holders of at least 66 2/3% of the voting power of all then-outstanding New Enjoy Common Stock entitled to vote generally in the election of directors, voting together as a single class, to adopt, amend or repeal the Proposed Bylaws and the provisions in the Proposed Certificate of Incorporation related to Directors, Indemnification and Limitation on Liability of Directors, Forum Selection and Amendments. 4C. Establish a Classified Board of Directors - Mgmt Against Against To divide New Enjoy's board of directors into three classes, with only one class of directors being elected in each year and each class serving a three-year term. 4D. Delaware as Exclusive Forum - To provide Mgmt Against Against that, unless New Enjoy consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for certain types of actions or proceedings under Delaware statutory or common law, subject to certain exceptions with respect to actions or proceedings existing under the federal securities laws. 5A. Election of Class I Director: Fred Harmon Mgmt Abstain Against 5B. Election of Class I Director: Salaam Mgmt Abstain Against Coleman Smith 5C. Election of Class II Director: Denise Young Mgmt Abstain Against Smith 5D. Election of Class II Director: Jonathan Mgmt Abstain Against Mariner 5E. Election of Class II Director: Brett Varsov Mgmt Abstain Against 5F. Election of Class III Director: Ron Johnson Mgmt Abstain Against 5G. Election of Class III Director: Gideon Yu Mgmt Abstain Against 5H. Election of Class III Director: Thomas Mgmt For For Ricketts 6. The Stock Issuance Proposal - to consider Mgmt Against Against and vote upon a proposal to approve by ordinary resolution, for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of shares common stock of New Enjoy, par value $0.0001 per share ("New Enjoy Common Stock") to (a) the PIPE Investors (including the Backstop Investors) pursuant to the PIPE Investment (including the Backstop Investment, if any) (each as defined in the accompanying proxy statement/prospectus) ...(due to space limits, see proxy statement for full proposal). 7. The Incentive Award Plan Proposal - to Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution, the Enjoy Technology, Inc. 2021 Incentive Award Plan (the "Incentive Award Plan Proposal"). 8. The ESPP Proposal - to consider and vote Mgmt Against Against upon a proposal to approve by ordinary resolution, the Enjoy Technology, Inc. 2021 Employee Stock Purchase Plan (the "ESPP Proposal"). 9. The Adjournment Proposal - to consider and Mgmt Against Against vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the "Adjournment Proposal"). -------------------------------------------------------------------------------------------------------------------------- MCAP ACQUISITION CORPORATION Agenda Number: 935532209 -------------------------------------------------------------------------------------------------------------------------- Security: 55282T109 Meeting Type: Special Meeting Date: 21-Dec-2021 Ticker: MACQ ISIN: US55282T1097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - to Mgmt Against Against consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of July 27, 2021 (as may from time to time be amended, restated, supplemented or otherwise modified, the "Business Combination Agreement"), by and among MCAP, GRNT Merger Sub 1 LLC,. 2. The Charter Amendment Proposal - to approve Mgmt Against Against and adopt, an amendment to MCAP's current certificate of incorporation. 3A. Advisory Proposal A - provide that the Mgmt Against Against total number of shares of all classes of capital stock which the Company will have authority to issue is 370,000,000 shares, consisting of (i) 350,000,000 shares of common stock, par value $0.0001 per share and (ii) 20,000,000 shares of preferred stock, par value $0.0001 per share. 3B. Advisory Proposal B - provide that the Mgmt Against Against capital stock consists of common and preferred stock only and does not delineate classes of common stock. 3C Advisory Proposal C - provide for the Mgmt Against Against waiver of the corporate opportunity doctrine with respect to H.I.G. and its affiliates and any Non-Employee Director or his or her affiliates. 3D. Advisory Proposal D - provide that certain Mgmt Against Against actions under the Proposed Charter relating to the nomination and election of directors are subject to the Stockholders Agreement. 3E. Advisory Proposal E - provide that any Mgmt Against Against action required or permitted to be taken by the stockholders of the combined company must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders. 3F. Advisory Proposal F - provide that Mgmt Against Against amendments to the Proposed Charter will require the affirmative vote of the holders of at least 66 2/3% of the voting power of the then outstanding shares of capital stock of the combined company entitled to vote, voting together as a single class. 3G. Advisory Proposal G - provide that Mgmt Against Against directors may be removed by the affirmative vote of the holders of at least 66 2/3% of voting stock of the combined company entitled to vote at an election of directors. 3H. Advisory Proposal H - (i) provide that the Mgmt Against Against post-business combination company's corporate name would change from "MCAP Acquisition Corporation" to "AdTheorent, Inc." and make the Company's corporate existence perpetual and (ii) remove certain provisions related to MCAP's status as a blank check company that will no longer apply upon consummation of the business combination. 4A. Election of Director 2022 special meeting Mgmt Abstain Against of stockholders: John Black 4B. Election of Director 2022 special meeting Mgmt Abstain Against of stockholders: Danielle Qi 4C. Election of Director 2022 special meeting Mgmt Abstain Against of stockholders: Ben Tatta 4D. Election of Director 2023 special meeting Mgmt Abstain Against of stockholders: Rich Boghosian 4E. Election of Director 2023 special meeting Mgmt Abstain Against of stockholders: Vineet Mehra 4F. Election of Director 2023 special meeting Mgmt Abstain Against of stockholders: Zia Uddin 4G. Election of Director 2024 special meeting Mgmt Abstain Against of stockholders: Kihara Kiarie 4H. Election of Director 2024 special meeting Mgmt Abstain Against of stockholders: James Lawson 4I. Election of Director 2024 special meeting Mgmt Abstain Against of stockholders: Eric Tencer 5. The Long-Term Incentive Plan Proposal - to Mgmt Against Against consider and vote upon a proposal to approve the 2021 Long-Term Incentive Plan to be effective after the closing of the Business Combination. 6. The ESPP Proposal - to consider and vote Mgmt Against Against upon a proposal to approve the 2021 Employee Stock Purchase Plan ("ESPP") to be effective after the closing of the Business Combination 7. The Nasdaq Proposal - to consider and vote Mgmt Against Against upon a proposal to approve, (i) for purposes of complying with Nasdaq Listing Rules 5635(a) and (b), the issuance of more than 20% of the issued and outstanding Class A common stock and the resulting change in control in connection with the Business Combination and (ii) for the purposes of complying with Nasdaq Listing Rules 5635(d) the issuance of more than 20% of the issued and outstanding shares of Class A common stock in the PIPE Financing, upon the completion of the Business Combination. 8. The Adjournment Proposal - to consider and Mgmt Against Against vote on a proposal to adjourn the Stockholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholders Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote. -------------------------------------------------------------------------------------------------------------------------- MEDTECH ACQUISITION CORP Agenda Number: 935551677 -------------------------------------------------------------------------------------------------------------------------- Security: 58507N105 Meeting Type: Special Meeting Date: 10-Mar-2022 Ticker: MTAC ISIN: US58507N1054 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against approve and adopt the Business Combination Agreement, a copy of which is attached to the proxy statement/prospectus as Annex A, and the transactions contemplated therein, including the Business Combination whereby Maestro Merger Sub, Inc., a Delaware corporation, will merge with and into MTAC, with MTAC surviving as a wholly-owned subsidiary of Memic Innovative Surgery Ltd., a private company organized under the laws of the State of Israel ("Memic") (the "Business Combination Proposal"). 2. The Charter Proposal - To approve the Mgmt Against Against following material differences between MTAC's amended and restated certificate of incorporation (the "MTAC Charter") and Memic's amended and restated articles of association to be effective upon the consummation of the Business Combination: (i) the name of the new public entity will be "Memic Innovative Surgery Ltd." as opposed to "MedTech Acquisition Corporation"; (ii) Memic's amended and restated articles of association will provide for ...(due to space limits, see proxy material for full proposal). 3. The Adjournment Proposal - To adjourn the Mgmt Against Against special meeting to a later date or dates, if necessary, if the parties are not able to consummate the Business Combination (the "Adjournment Proposal"). -------------------------------------------------------------------------------------------------------------------------- METROMILE, INC. Agenda Number: 935540523 -------------------------------------------------------------------------------------------------------------------------- Security: 591697107 Meeting Type: Special Meeting Date: 01-Feb-2022 Ticker: MILE ISIN: US5916971071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. A proposal to adopt the Agreement and Plan Mgmt For For of Merger, dated as of November 8, 2021 by and among Metromile, Inc. ("Metromile"), Lemonade, Inc. ("Lemonade"), Citrus Merger Sub A, Inc., a wholly owned subsidiary of Lemonade and Citrus Merger Sub B, LLC, a wholly owned subsidiary of Lemonade (such proposal, the "merger proposal"). 2. A proposal to approve the adjournment of Mgmt For For the Metromile special meeting to another time and place to solicit additional proxies, if necessary or appropriate, if there are insufficient votes to approve the merger proposal. -------------------------------------------------------------------------------------------------------------------------- MIRION TECHNOLOGIES, INC. Agenda Number: 935637100 -------------------------------------------------------------------------------------------------------------------------- Security: 60471A101 Meeting Type: Annual Meeting Date: 15-Jun-2022 Ticker: MIR ISIN: US60471A1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director for a term of one year Mgmt For For expiring at the 2023 Annual Meeting of Stockholders: Lawrence D. Kingsley 1B. Election of Director for a term of one year Mgmt For For expiring at the 2023 Annual Meeting of Stockholders: Thomas D. Logan 1C. Election of Director for a term of one year Mgmt For For expiring at the 2023 Annual Meeting of Stockholders: Kenneth C. Bockhorst 1D. Election of Director for a term of one year Mgmt For For expiring at the 2023 Annual Meeting of Stockholders: Robert A. Cascella 1E. Election of Director for a term of one year Mgmt For For expiring at the 2023 Annual Meeting of Stockholders: Steven W. Etzel 1F. Election of Director for a term of one year Mgmt For For expiring at the 2023 Annual Meeting of Stockholders: John W. Kuo 1G. Election of Director for a term of one year Mgmt For For expiring at the 2023 Annual Meeting of Stockholders: Jody A. Markopoulos 1H. Election of Director for a term of one year Mgmt For For expiring at the 2023 Annual Meeting of Stockholders: Jyothsna (Jo) Natauri 1I. Election of Director for a term of one year Mgmt For For expiring at the 2023 Annual Meeting of Stockholders: Christopher Warren 2. Ratify the appointment of Deloitte & Mgmt For For Touche, LLP ("Deloitte") as our independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. Approve, on an advisory basis, the Mgmt For For compensation of our named executive officers as disclosed in the accompanying proxy statement. 4. Approve, on an advisory basis, the Mgmt 1 Year For frequency of future stockholder advisory votes on the compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- MOMENTUS INC. Agenda Number: 935616334 -------------------------------------------------------------------------------------------------------------------------- Security: 60879E101 Meeting Type: Annual Meeting Date: 31-May-2022 Ticker: MNTS ISIN: US60879E1010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Brian Kabot Mgmt Withheld Against Mitchel B. Kugler Mgmt For For Kimberly A. Reed Mgmt For For 2. To ratify the appointment of Armanino LLP Mgmt For For as our independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- MONEYLION INC Agenda Number: 935636449 -------------------------------------------------------------------------------------------------------------------------- Security: 60938K106 Meeting Type: Annual Meeting Date: 15-Jun-2022 Ticker: ML ISIN: US60938K1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Diwakar (Dee) Choubey Mgmt For For Jeffrey Gary Mgmt For For Chris Sugden Mgmt For For 2. Company Proposal - Ratify the selection of Mgmt For For RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. Company Proposal - Approve the MoneyLion Mgmt Against Against Inc. Amended and Restated Omnibus Incentive Plan. -------------------------------------------------------------------------------------------------------------------------- MONTES ARCHIMEDES ACQUISITION CORP Agenda Number: 935485979 -------------------------------------------------------------------------------------------------------------------------- Security: 612657106 Meeting Type: Special Meeting Date: 28-Sep-2021 Ticker: MAAC ISIN: US6126571065 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal-To Mgmt Against Against consider and vote upon a proposal to approve the Business Combination Agreement, dated as of May 1, 2021 (as amended on June 9, 2021), by and among Montes Archimedes Acquisition Corp., ("MAAC"), Roivant Sciences Ltd., ("Roivant"), and Rhine Merger Sub, Inc., ("Merger Sub") (the "Business Combination Agreement") and the transactions contemplated thereby (the "Business Combination"), pursuant to which Merger Sub will merge with and into MAAC, with MAAC surviving the merger as a wholly-owned subsidiary of Roivant. 2. The Nasdaq Proposal-To consider and vote Mgmt Against Against upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a), (b) and (d), the issuance of more than 20% of the issued and outstanding shares of MAAC Class A common stock and MAAC Class B common stock upon the completion of the Business Combination. 3. The Adjournment Proposal-To consider and Mgmt Against Against vote upon a proposal to adjourn the MAAC Special Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the MAAC Special Meeting, there are not sufficient votes to approve the Business Combination Proposal or holders of shares of MAAC Class A common stock have elected to redeem an amount of shares of MAAC Class A common stock. -------------------------------------------------------------------------------------------------------------------------- MOTIVE CAPITAL CORP Agenda Number: 935552629 -------------------------------------------------------------------------------------------------------------------------- Security: G6293A103 Meeting Type: Special Meeting Date: 15-Mar-2022 Ticker: MOTV ISIN: KYG6293A1031 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - Mgmt Against Against Proposal to approve and adopt by ordinary resolution the Agreement and Plan of Merger, dated as of September 13, 2021 (the "Merger Agreement"), by and among Motive, FGI Merger Sub, Inc., a wholly owned subsidiary of Motive ("Merger Sub"), and Forge Global, Inc. ("Forge"), a copy of which is attached as Annex A to the Proxy Statement, and the transactions contemplated thereunder, including the merger of Merger Sub with and into Forge (the "Merger" and, together with ...(due to space limits, see proxy material for full proposal). 2. The Redomestication Proposal - Proposal to Mgmt Against Against approve by special resolution the change of Motive's jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication" and, together with the Merger, the "Business Combination"). Approval of the Business Combination Proposal, the Redomestication Proposal, the Binding Charter Proposal, and the ...(due to space limits, see proxy material for full proposal). 3A. Authorized Shares - Proposal to authorize Mgmt Against Against the change in the authorized capital stock of Motive from (i) 500,000,000 Class A ordinary shares, 50,000,000 Class B ordinary shares and 5,000,000 preference shares, par value $0.0001 per share, to (ii) 2,000,000,000 shares of Domestication Common Stock and 100,000,000 shares of New Forge preferred stock. 3B. Exclusive Forum Provision - Proposal to Mgmt Against Against authorize adopting Delaware as the exclusive forum for certain stockholder litigation. 3C. Adoption of Supermajority Vote Requirement Mgmt Against Against to Amend the Proposed Organizational Documents - Proposal to approve provisions requiring the affirmative vote of at least (i) two-thirds of the outstanding shares of capital stock entitled to vote to adopt, amend or repeal the Proposed Bylaws and (ii) two-thirds of the outstanding shares of capital stock entitled to vote, and two- thirds of the outstanding shares of each class entitled to vote as a class, to amend or repeal any provision of Articles V (the ...(due to space limits, see proxy material for full proposal). 3D. Removal of Directors - Proposal to approve Mgmt Against Against provisions permitting the removal of a director only for cause and only by the affirmative vote of not less than two-thirds of the outstanding shares entitled to vote at an election of directors, voting together as a single class. 3E. Action by Written Consent of Stockholders - Mgmt Against Against Proposal to approve provisions requiring stockholders to take action at an annual or special meeting and prohibiting stockholder action by written consent in lieu of a meeting. 3F. Other Changes In Connection With Adoption Mgmt Against Against of the Proposed Organizational Documents - Proposal to authorize (1) changing the corporate name from "Motive Capital Corp" to "Forge Global Holdings, Inc.", (2) making New Forge's corporate existence perpetual, and (3) removing certain provisions related to Motive's status as a blank check company that will no longer be applicable upon consummation of the Business Combination. 4. The Binding Charter Proposal - Proposal to Mgmt Against Against approve by special resolution the Proposed Charter in the form attached as Annex B to the Proxy Statement. Approval of the Business Combination Proposal, the Redomestication Proposal, the Binding Charter Proposal, and the NYSE Proposal are each cross-conditioned on the approval of the others at the Extraordinary Meeting. Therefore, if any of the Business Combination Proposal, Redomestication Proposal, or NYSE Proposal is not approved, the Binding Charter Proposal will have no effect. 5. The Director Election Proposal - Proposal Mgmt For For to approve by ordinary resolution of the holders of Class B ordinary shares of Motive the seven (7) individuals to serve as members of the New Forge board of directors following the consummation of the Business Combination. The Director Election Proposal is conditioned on the approval of each of the Business Combination Proposal, the Redomestication Proposal, the NYSE Proposal and the Binding Charter Proposal, as well as upon the consummation of the ...(due to space limits, see proxy material for full proposal). 6. The NYSE Proposal - Proposal to approve by Mgmt Against Against ordinary resolution, for purposes of complying with applicable listing rules of the New York Stock Exchange, the issuance of more than 20% of the issued and outstanding ordinary shares of Motive pursuant to the Business Combination. Approval of the Business Combination Proposal, the Redomestication Proposal, the Binding Charter Proposal, and the NYSE Proposal are each cross-conditioned on the approval of the others at the Extraordinary Meeting. ...(due to space limits, see proxy material for full proposal). 7. The Incentive Plan Proposal - Proposal to Mgmt Against Against approve by ordinary resolution the Forge Global Holdings, Inc. 2022 Stock Option and Incentive Plan in the form attached as Annex I to the Proxy Statement. The Incentive Plan Proposal is conditioned on the approval of each of the Business Combination Proposal, the Redomestication Proposal, the NYSE Proposal and the Binding Charter Proposal, as well as upon the consummation of the Business Combination. Therefore, if each of the Business ...(due to space limits, see proxy material for full proposal). 8. The Employee Stock Purchase Plan Proposal - Mgmt Against Against Proposal to approve by ordinary resolution the Forge Global Holdings, Inc. 2022 Employee Stock Purchase Plan in the form attached as Annex J to the Proxy Statement. The Employee Stock Purchase Plan Proposal is conditioned on the approval of each of the Business Combination Proposal, the Redomestication Proposal, the NYSE Proposal and the Binding Charter Proposal, as well as upon the consummation of the Business Combination. Therefore, if each of ...(due to space limits, see proxy material for full proposal). 9. The Adjournment Proposal - Proposal to Mgmt Against Against approve by ordinary resolution the adjournment of the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Redomestication Proposal, the Binding Charter Proposal, the Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election ...(due to space limits, see proxy material for full proposal). -------------------------------------------------------------------------------------------------------------------------- MP MATERIALS CORP. Agenda Number: 935635978 -------------------------------------------------------------------------------------------------------------------------- Security: 553368101 Meeting Type: Annual Meeting Date: 14-Jun-2022 Ticker: MP ISIN: US5533681012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Connie K. Duckworth Mgmt Withheld Against 1B. Election of Director: Maryanne R. Lavan Mgmt Withheld Against 1C. Election of Director: General (Retired) Mgmt Withheld Against Richard B. Myers 2. The ratification of the appointment of KPMG Mgmt For For LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. Advisory vote to approve compensation paid Mgmt Against Against to the Company's named executive officers. 4. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on compensation of the Company's named executive officers. -------------------------------------------------------------------------------------------------------------------------- MUDRICK CAPITAL ACQUISITION CORPORATION Agenda Number: 935481503 -------------------------------------------------------------------------------------------------------------------------- Security: 62477L107 Meeting Type: Special Meeting Date: 25-Aug-2021 Ticker: MUDS ISIN: US62477L1070 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against approve the business combination described in the accompanying proxy statement, including (a) adopting Agreement & Plan of Merger, dated April 6, 2021 & amended May 10, 2021 (Merger Agreement), by & among Mudrick Capital Acquisition Corporation II, (MUDS), Topps Intermediate Holdco, Inc., Tornante-MDP Joe Holding LLC, (Tornante), Titan Merger Sub I, Inc., and Titan Merger Sub II, LLC, and (b) approving other transactions contemplated by Merger Agreement. 2. The Charter Proposal - To approve and adopt Mgmt Against Against the second amended and restated certificate of incorporation in the form attached to the accompanying proxy statement as Annex B. 3A. Election Not to be Governed by Section 203 Mgmt Against Against of the DGCL - To provide that MUDS would not be governed by Section 203 of the DCGL. 3B. Change in Authorized Shares - To provide Mgmt Against Against that MUDS would increase the total number of shares of MUDS capital stock from 111,000,000 shares to 410,000,000 shares. 3C. Action by Written Consent - To provide Mgmt Against Against that, for so long as any shares of Class E common stock remain outstanding, any action required or permitted to be taken at any annual or special meeting of MUDS stockholders may be taken by written consent of MUDS stockholders. 3D. Voting Rights - To provide that the shares Mgmt Against Against of Class E common stock will be entitled to 10 votes per share on all matters on which stockholders generally are entitled to vote and that such shares will convert into Class A common stock under certain circumstances. 3E. Transfer Restrictions - To provide for Mgmt Against Against transfer restrictions with respect to shares of common stock held by any person that received shares of common stock as consideration under Merger Agreement. 3F. Terms of Earnout Consideration - To provide Mgmt Against Against for the terms of the earnout consideration, which will consist of 3,842,365 shares of Series B-1 common stock and 3,842,365 shares of Series B-2 common stock. Class B common stock will convert automatically into shares of Class E common stock (in the case of Tornante) and shares of Class A common stock (in all other cases) upon a "triggering event". 4. The NASDAQ Proposal - To approve, for Mgmt Against Against purposes of complying with applicable provisions of NASDAQ Listing Rule 5635, the issuance of common stock in connection with the Transactions, including, without limitation, in connection with the private placement. 5. The Incentive Plan Proposal - To approve Mgmt Against Against and adopt the Topps Companies, Inc. 2021 Equity Incentive Plan and the material terms thereunder, including the authorization of the initial share reserve thereunder. 6. DIRECTOR Andrew Redman Mgmt For For Maria Seferian Mgmt For For Eric Eisner Mgmt Withheld Against Jill Ellis Mgmt For For Meltem Demirors Mgmt For For Michael Eisner Mgmt Withheld Against Marc Lasry Mgmt For For Scott Pasquini Mgmt For For 7. The Adjournment Proposal - To adjourn the Mgmt Against Against special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposals. -------------------------------------------------------------------------------------------------------------------------- MULTIPLAN CORPORATION Agenda Number: 935560816 -------------------------------------------------------------------------------------------------------------------------- Security: 62548M100 Meeting Type: Annual Meeting Date: 26-Apr-2022 Ticker: MPLN ISIN: US62548M1009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Glenn R. August Mgmt Withheld Against Richard A. Clarke Mgmt Withheld Against Julie D. Klapstein Mgmt Withheld Against P. Hunter Philbrick Mgmt Withheld Against 2. Ratification of PricewaterhouseCoopers LLP Mgmt For For as our independent registered public accounting firm for fiscal 2022. 3. Advisory vote to approve the compensation Mgmt For For of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- NAUTILUS BIOTECHNOLOGY, INC. Agenda Number: 935629925 -------------------------------------------------------------------------------------------------------------------------- Security: 63909J108 Meeting Type: Annual Meeting Date: 14-Jun-2022 Ticker: NAUT ISIN: US63909J1088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Sujal Patel Mgmt Withheld Against Vijay Pande Mgmt Withheld Against Michael Altman Mgmt Withheld Against 2. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers, LLP as the independent registered public accounting firm. -------------------------------------------------------------------------------------------------------------------------- NAVSIGHT HOLDINGS, INC. Agenda Number: 935479154 -------------------------------------------------------------------------------------------------------------------------- Security: 639358100 Meeting Type: Special Meeting Date: 13-Aug-2021 Ticker: NSH ISIN: US6393581003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Agreement Proposal Mgmt Against Against - To consider and vote upon a proposal to approve the Business Combination Agreement, dated as of February 28, 2021, by and among NavSight, Merger Sub, Spire, and the Founders. It provides that, among other things, Merger Sub will merge with and into Spire and the combined company will operate as Spire. 2. Organizational Documents Proposal - To Mgmt Against Against authorize an increase in the authorized shares of NavSight Common Stock and NavSight Preferred Stock. 3. Organizational Documents Proposal - To Mgmt Against Against authorize certain changes to NavSight's dual class structure, including providing that the New Spire Class B Common Stock will have nine votes per share on each matter properly submitted to stockholders entitled to vote. 4. Organizational Documents Proposal - To Mgmt Against Against provide that the New Spire Board be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. 5. Organizational Documents Proposal - To Mgmt Against Against authorize all other changes in connection with the replacement of the Organizational Documents with the Proposed Certificate of Incorporation and Proposed Bylaws (as more fully described in the proxy statement/prospectus), including (i) changing New Spire's name to "Spire Global, Inc.," (ii) eliminating the waiver of corporate opportunity doctrine, and (iii) adopting Delaware as the exclusive forum for certain stockholder litigation. 6. Director Election Proposal - To consider Mgmt Against Against and vote upon a proposal, assuming the BCA Proposal and the Organizational Documents Proposals are approved, to elect five directors who, upon consummation of the Business Combination, will be the directors of New Spire. 7. The Stock Issuance Proposal - To consider Mgmt Against Against and vote upon a proposal to approve for purposes of complying with the applicable provisions of Section 312.03 of the NYSE's Listed Company Manual, the issuance of shares of New Spire Class A Common Stock to the PIPE Investors pursuant to the PIPE Investment and shares of New Spire Class B Common Stock to the Founders pursuant to the Business Combination Agreement, respectively. 8. The Equity Incentive Plan Proposal - To Mgmt Against Against consider and vote upon a proposal to approve the Spire 2021 Equity Incentive Plan. 9. The ESPP Proposal - To consider and vote Mgmt Against Against upon a proposal to approve the Spire 2021 Employee Stock Purchase Plan. 10. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the special meeting. -------------------------------------------------------------------------------------------------------------------------- NEBULA CARAVEL ACQUISITION CORP. Agenda Number: 935474116 -------------------------------------------------------------------------------------------------------------------------- Security: 629070103 Meeting Type: Special Meeting Date: 28-Jul-2021 Ticker: NEBC ISIN: US6290701035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve and adopt the Business Mgmt Against Against Combination Agreement and Plan of Merger, dated as of February 10, 2021 (as it may be amended or restated from time to time, the "Business Combination Agreement"), by and among A Place for Rover, Inc. ("Rover"), Nebula Caravel Acquisition Corp. ("Caravel") and Fetch Merger Sub Inc. ("Merger Sub"), and approve the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Rover, with Rover surviving the merger as a ... (due to space limits, see proxy statement for full proposal). 2. To approve and adopt the amended and Mgmt Against Against restated certificate of incorporation of Caravel in the form attached as Annex B to the accompanying proxy statement (the "amended and restated certificate of incorporation"). 3A. To approve an increase of Caravel's total Mgmt Against Against number of authorized shares of all classes of capital stock from 221,000,000 shares to 1,000,000,000 shares, which would consist of (i) increasing the authorized Caravel Class A common stock from 200,000,000 shares to 990,000,000 shares, (ii) increasing the authorized Caravel preferred stock from 1,000,000 shares to 10,000,000 shares and (iii) eliminating the Caravel Class B common stock. 3B. To approve an amendment requiring the Mgmt Against Against approval of 66 2/3% of the total voting power of the then outstanding voting securities, voting together as a single class, to make any amendments to certain provisions of the amended and restated certificate of incorporation. 4. To approve, for purposes of complying with Mgmt Against Against the applicable provisions of National Association of Securities Dealers Automated Quotations ("Nasdaq") Rules 5635(a), (b), (c) and (d), (i) the issuance of more than 20% of the issued and outstanding shares of Caravel common stock in connection with the transaction contemplated by the Business Combination Agreement, including the issuance of Caravel Class A common stock as Merger Consideration and the PIPE Investment (as described in the ... (due to space limits, see proxy statement for full proposal). 5. To approve and adopt the New Rover 2021 Mgmt Against Against Equity Incentive Plan, including the authorization of the initial share reserve thereunder. A copy of the New Rover 2021 Incentive Equity Plan is attached as Annex D to the accompanying proxy statement. 6. To approve and adopt the New Rover 2021 Mgmt Against Against Employee Stock Purchase Plan, including the authorization of the initial share reserve thereunder. A copy of the New Rover 2021 Employee Stock Purchase Plan is attached as Annex E to the accompanying proxy statement. 7. DIRECTOR Aaron Easterly Mgmt For For Venky Ganesan Mgmt For For Susan Athey Mgmt For For Greg Gottesman Mgmt Withheld Against Scott Jacobson Mgmt For For Megan Siegler Mgmt For For Kristina Leslie Mgmt For For Adam Clammer Mgmt For For 8. To approve of any proposal to adjourn the Mgmt Against Against Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve Proposals Nos. 1 through 7. -------------------------------------------------------------------------------------------------------------------------- NERDY INC. Agenda Number: 935607602 -------------------------------------------------------------------------------------------------------------------------- Security: 64081V109 Meeting Type: Annual Meeting Date: 04-May-2022 Ticker: NRDY ISIN: US64081V1098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Charles Cohn Mgmt Withheld Against Greg Mrva Mgmt For For 2. Approve the First Amendment to the Nerdy Mgmt Against Against Inc. 2021 Equity Incentive Plan (the "Equity Incentive Plan") to increase the maximum number of shares of our common stock that will be made available for issuance thereunder in 2022 and to include an annual evergreen provision in the Equity Incentive Plan starting in 2023 through the duration of the Equity Incentive Plan. 3. Ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- NEW FRONTIER HEALTH CORPORATION Agenda Number: 935534188 -------------------------------------------------------------------------------------------------------------------------- Security: G6461G106 Meeting Type: Special Meeting Date: 07-Jan-2022 Ticker: NFH ISIN: KYG6461G1064 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. IT IS RESOLVED, as a Special Resolution, Mgmt For For THAT: the agreement and plan of merger, dated as of August 4, 2021(the "Merger Agreement"), by and among Unicorn II Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands ("HoldCo"),Unicorn II Parent Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of HoldCo ("Parent"), Unicorn II Merger Sub Limited, an exempted company incorporated with limited liability. 2. IT IS RESOLVED, as a Special Resolution, Mgmt For For THAT: each of the directors and officers of the Company be authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the Transactions, including the Merger and, upon the Merger becoming effective, the Variation of Share Capital and the Amendment of the M&A. 3. IT IS RESOLVED, as an Ordinary Resolution, Mgmt For For THAT: the extraordinary general meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting. -------------------------------------------------------------------------------------------------------------------------- NEXTDOOR HOLDINGS, INC Agenda Number: 935625915 -------------------------------------------------------------------------------------------------------------------------- Security: 65345M108 Meeting Type: Annual Meeting Date: 15-Jun-2022 Ticker: KIND ISIN: US65345M1080 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR J. William Gurley Mgmt For For Jason Pressman Mgmt For For Nirav Tolia Mgmt For For 2. Ratification of the selection of Ernst & Mgmt For For Young LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- NEXTGEN ACQUISITION CORP. II Agenda Number: 935534087 -------------------------------------------------------------------------------------------------------------------------- Security: G65317102 Meeting Type: Special Meeting Date: 28-Dec-2021 Ticker: NGCA ISIN: KYG653171028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The BCA Proposal - to approve by ordinary Mgmt Against Against resolution and adopt the Agreement and Plan of Merger, dated as of August 22, 2021, by and among NextGen, Merger Sub and Vieco USA, a copy of which is attached to the accompanying proxy statement/prospectus statement as Annex A (as may be amended from time to time, the "Merger Agreement"). The Merger Agreement provides, among other things, for the merger of Merger Sub with and into Vieco USA (the "Merger"), with Vieco USA surviving the Merger as a wholly ...(due to space limits, see proxy statement for full proposal). 2. The Domestication Proposal - to approve by Mgmt Against Against special resolution, the change of NextGen's jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication" and, together with the Merger, the "Business Combination") (the "Domestication Proposal"). 3. Organizational Documents Proposal A - to Mgmt Against Against authorize the change in the authorized share capital of NextGen from 500,000,000 Class A ordinary shares, par value $0.0001 per share (the "NextGen Class A ordinary shares"), 50,000,000 Class B ordinary shares, par value $0.0001 per share (the "NextGen Class B ordinary shares" and, together with the Class A ordinary shares, the "ordinary shares"), and 5,000,000 preferred shares, par value $0.0001 per share (the "NextGen preferred shares"), to 2,000,000,000 shares ...(due to space limits, see proxy statement for full proposal). 4. Organizational Documents Proposal B - to Mgmt Against Against authorize the board of directors of Virgin Orbit (the "Virgin Orbit Board") to issue any or all shares of Virgin Orbit preferred stock in one or more series, with such terms and conditions as may be expressly determined by the Virgin Orbit Board and as may be permitted by the DGCL, subject to the Stockholders' Agreement (as defined in the Merger Agreement) ("Organizational Documents Proposal B"). 5. Organizational Documents Proposal C - to Mgmt Against Against provide that the Virgin Orbit Board be divided into three classes, with each class made up of, as nearly as may be possible, of one-third of the total number of directors constituting the entire Virgin Orbit Board, with only one class of directors being elected in each year and each class serving a three-year term ("Organizational Documents Proposal C"). 6. Organizational Documents Proposal D - to Mgmt Against Against provide that certain provisions of the Proposed Organizational Documents will be subject to the Stockholders Agreement, including provisions governing amendments to the Proposed Organizational Documents, actions by written consent of stockholders and the issuance of preferred stock, with respect to which the Requisite Vieco USA Stockholder will have certain rights pursuant to the Stockholders' Agreement (and, following the post-Closing ...(due to space limits, see proxy statement for full proposal). 7. Organizational Documents Proposal E - to Mgmt Against Against authorize all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to the accompanying proxy statement/prospectus as Annex J and Annex K, respectively), including (1) changing the corporate name from "NextGen Acquisition Corp. II" to "Virgin ...(due to space limits, see proxy statement for full proposal). 8. The Director Election Proposal - to approve Mgmt Against Against by ordinary resolution, to elect seven directors who, upon consummation of the Business Combination, will be the directors of Virgin Orbit (the "Director Election Proposal"). 9. The Stock Issuance Proposal - to approve by Mgmt Against Against ordinary resolution for purposes of complying with the applicable provisions of The Nasdaq Stock Market Listing Rule 5635, the issuance of Virgin Orbit common stock to (a) the PIPE Investors, including the Sponsor Related PIPE Investors and the Vieco USA PIPE Investors, pursuant to the PIPE Investment and (b) the Vieco USA Stockholders pursuant to the Merger Agreement (the "Stock Issuance Proposal"). 10. The Incentive Award Plan Proposal - to Mgmt Against Against approve by ordinary resolution, the Virgin Orbit Holdings, Inc. 2021 Incentive Award Plan (the "Incentive Award Plan Proposal"). 11. The ESPP Proposal - to approve by ordinary Mgmt Against Against resolution, the Virgin Orbit Holdings, Inc. 2021 Employee Stock Purchase Plan (the "ESPP Proposal"). 12. The Adjournment Proposal - to approve the Mgmt Against Against adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the "Adjournment Proposal"). -------------------------------------------------------------------------------------------------------------------------- NEXTGEN ACQUISITION CORPORATION Agenda Number: 935481553 -------------------------------------------------------------------------------------------------------------------------- Security: G65305107 Meeting Type: Special Meeting Date: 18-Aug-2021 Ticker: NGAC ISIN: KYG653051071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The BCA Proposal - to consider and vote Mgmt Against Against upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of February 21, 2021, as amended on May 14, 2021 (the "Merger Agreement"), by and among NextGen Acquisition Corporation ("NextGen"), Sky Merger Sub I, Inc. ("Merger Sub") and Xos, Inc. ("Xos"), a copy of which is attached to the proxy statement/prospectus statement as Annex A. The Merger Agreement provides for, among other things, the merger of Merger Sub with ...(due to space limits, see proxy statement for full proposal). 2. The Domestication Proposal - to consider Mgmt Against Against and vote upon a proposal to approve by special resolution, the change of NextGen's jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication" and, together with the Merger, the "Business Combination") (the "Domestication Proposal"). 2A. Organizational Documents Proposals - to Mgmt Against Against consider and vote upon the following four separate proposals (collectively, the "Organizational Documents Proposals") to approve by special resolution, the following material differences between NextGen's Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the "Cayman Constitutional Documents") and the proposed new certificate of incorporation ("Proposed Certificate of Incorporation") and the proposed new ...(due to space limits, see proxy statement for full proposal). 3. Organizational Documents Proposal A - to Mgmt Against Against authorize the change in the authorized share capital of NextGen from 500,000,000 Class A ordinary shares, par value $0.0001 per share (the "NextGen Class A ordinary shares"), 50,000,000 Class B ordinary shares, par value $0.0001 per share (the "NextGen Class B ordinary shares" and, together with the Class A ordinary shares, the "ordinary shares"), and 5,000,000 preferred shares, par value $0.0001 per share (the "NextGen preferred shares"), to 1,000,000,000 shares ...(due to space limits, see proxy statement for full proposal). 4. Organizational Documents Proposal B - to Mgmt Against Against authorize the board of directors of New Xos (the "New Xos Board") to issue any or all shares of New Xos preferred stock in one or more series, with such terms and conditions as may be expressly determined by the New Xos Board and as may be permitted by the DGCL ("Organizational Documents Proposal B"). 5. Organizational Documents Proposal C - to Mgmt Against Against provide that the New Xos Board be divided into three classes, with each class made up of, as nearly as may be possible, of one-third of the total number of directors constituting the entire New Xos Board, with only one class of directors being elected in each year and each class serving a three-year term ("Organizational Documents Proposal C"). 6. Organizational Documents Proposal D - to Mgmt Against Against authorize all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to the proxy statement/prospectus as Annex I and Annex J, respectively), including (1) changing the corporate name from "NextGen Acquisition Corporation" to "Xos, Inc.", (2) making New ...(due to space limits, see proxy statement for full proposal). 7. The Director Election Proposal - to Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution, assuming the BCA Proposal, the Domestication Proposal and the Organizational Documents Proposals are approved, to elect six directors who, upon consummation of the Business Combination, will be the directors of New Xos (the "Director Election Proposal"). 8. The Stock Issuance Proposal - to consider Mgmt Against Against and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of The Nasdaq Stock Market Listing Rule 5635, the issuance of New Xos common stock to (a) the PIPE Investors (as defined in the proxy statement/prospectus), including the Sponsor Related PIPE Investor (as defined in the proxy statement/prospectus), pursuant to the PIPE Investment (as defined in the proxy ...(due to space limits, see proxy statement for full proposal). 9. The Equity Incentive Plan Proposal - to Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution, the Xos, Inc. 2021 Equity Incentive Plan (the "Equity Incentive Plan Proposal"). 10. The ESPP Proposal - to consider and vote Mgmt Against Against upon a proposal to approve by ordinary resolution, the Xos, Inc. 2021 Employee Stock Purchase Plan (the "ESPP Proposal"). 11. The Adjournment Proposal - to consider and Mgmt Against Against vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the "Adjournment Proposal"). -------------------------------------------------------------------------------------------------------------------------- NEXTNAV, INC. Agenda Number: 935590124 -------------------------------------------------------------------------------------------------------------------------- Security: 65345N106 Meeting Type: Annual Meeting Date: 18-May-2022 Ticker: NN ISIN: US65345N1063 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Gary M. Parsons Mgmt For For Ganesh Pattabiraman Mgmt For For Peter D. Aquino Mgmt For For Peter J. Barris Mgmt Withheld Against Bandel L. Carano Mgmt Withheld Against James B. Fleming Mgmt For For Alan B. Howe 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 December 31, 2022 ("Proposal 2"). -------------------------------------------------------------------------------------------------------------------------- NORTH ATLANTIC ACQUISITION CORP. Agenda Number: 935625028 -------------------------------------------------------------------------------------------------------------------------- Security: G66139109 Meeting Type: Special Meeting Date: 01-Jun-2022 Ticker: NAAC ISIN: KYG661391097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Two separate proposals to approve the Mgmt Against Against Business Combination and approve and adopt the Business Combination Agreement, dated as of December 16, 2021 as amended (the "Business Combination Agreement"), by and among NAAC, TeleSign, BICS, New SPAC, and New Holdco, pursuant to which the business combination will be effected in two steps: (a) the proposal to approve and authorize by special resolution the merger of NAAC with and into New SPAC (the "SPAC Merger"), with New SPAC surviving the SPAC Merger and ...(due to space limits, see proxy material for full proposal). 2. To approve by special resolution the Mgmt Against Against proposed certificate of incorporation (the "Proposed Certificate of Incorporation") and the proposed bylaws (the "Proposed Bylaws" and, together with the Proposed Certificate of Incorporation, the "Proposed Organizational Documents") of New Holdco (the "Organizational Documents Proposal"). 3. To approve, on a non-binding advisory Mgmt Against Against basis, by special resolution, certain governance provisions in the Proposed Organizational Documents, which are being presented separately in accordance with U.S. Securities and Exchange Commission guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions (the "Advisory Organizational Documents Proposals"). 4. To approve by ordinary resolution, for Mgmt Against Against purposes of complying with applicable listing rules of The Nasdaq Capital Market, (a) the issuance of up to 115,512,500 shares of New Holdco Common Stock in connection with the Share Acquisition, and (b) the issuance and sale of 11,698,750 shares of New Holdco Common Stock in the PIPE Financing, which will occur substantially concurrently with, and is contingent upon, the consummation of the Share Acquisition (the "Nasdaq Proposal"). 5. To approve by ordinary resolution and adopt Mgmt Against Against the NAAC Holdco, Inc. 2022 Restricted Stock Units and Performance Stock Units Incentive Plan (the "Incentive Plan") and material terms there under (the "Incentive Plan Proposal"). 6. To approve by ordinary resolution the Mgmt Against Against adjournment of the extraordinary general meeting to a later date or dates, if necessary or appropriate, (a) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to NAAC shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient NAAC ordinary shares represented (either in the person or by proxy) to constitute a ...(due to space limits, see proxy material for full proposal). -------------------------------------------------------------------------------------------------------------------------- NORTHERN GENESIS ACQUISITION CORP. II Agenda Number: 935511217 -------------------------------------------------------------------------------------------------------------------------- Security: 66516U101 Meeting Type: Special Meeting Date: 09-Nov-2021 Ticker: NGAB ISIN: US66516U1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - to Mgmt Against Against consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of June 22, 2021 (the "Merger Agreement"), by and among NGA, NGAB Merger Sub Inc. ("Merger Sub"), a Delaware corporation and wholly owned subsidiary of NGA and Embark Trucks Inc. ("Embark"), a Delaware corporation, a copy of which is attached to the proxy statement/prospectus statement as Annex A. 2A. To authorize the change in the authorized Mgmt Against Against capital stock of NGA from 100,000,000 shares of common stock and 1,000,000 shares of preferred stock to 4,000,000,000 shares of Embark Technology Class A common stock, 100,000,000 shares of Embark Technology Class B common stock and 10,000,000 shares of Embark Technology preferred stock. 2B. To authorize the dual class capital Mgmt Against Against structure and provide that holders of shares of Embark Technology Class A Common Stock will be entitled to one vote per share on all matters to be voted upon by the holders thereof, and holders of Embark Technology Class B Common Stock will be entitled to ten votes per share on all matters to be voted upon by the holders thereof. 2C. To provide that Embark Technology's board Mgmt Against Against of directors be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. 2D. To provide that after the Trigger Date and Mgmt Against Against until the Sunset Date, directors of Embark Technology may be removed, with or without cause, only upon the affirmative vote of a holders of at least a majority of the voting power of all of the Embark Technology Common Stock entitled to vote in an election of directors. 2E. To provide that (i) following the Trigger Mgmt Against Against Date and until the Sunset Date, all vacancies on the board of directors, however created, may only be filled by the affirmative vote of holders of at least a majority of the voting power of the outstanding Embark Technology Common Stock entitled to vote in an election of directors and (ii) for any other period, including prior to the Trigger Date and after the Sunset Date, any director vacancy may be filled by the affirmative vote of a majority of the directors then in office, even if less than a quorum. 2F. To provide that the amendment of certain Mgmt Against Against provisions of the Embark Technology Charter will require (i) prior to the Trigger Date, the affirmative vote of holders of at least a majority of the total voting power of all outstanding shares of Embark Technology Common Stock with each class voting separately as a class and then (ii) on or after the Trigger Date, the affirmative vote of holders of at least two-thirds of the total voting power of the outstanding Embark Technology Common Stock voting together as a single class. 2G. To provide that any amendment to the Embark Mgmt Against Against Technology Bylaws will require (i) after the Trigger Date but prior to the Sunset Date, the affirmative vote of holders of at least a majority of the total voting power of the outstanding Embark Technology Common Stock entitled to vote on the election of directors voting together as a single class and (iii) after the Sunset Date, the affirmative vote of holders of at least two-thirds of the voting of the then outstanding Embark Technology Common Stock entitled to vote in an election of directors. 2H. To authorize all other changes in Mgmt Against Against connection with the replacement of the NGA Existing Charter with the Embark Technology Charter in connection with the consummation of the Business Combination. 3. DIRECTOR Alex Rodrigues Mgmt Withheld Against Brandon Moak Mgmt Withheld Against Elaine Chao Mgmt Withheld Against Patricia Chiodo Mgmt Withheld Against Pat Grady Mgmt Withheld Against Ian Robertson Mgmt Withheld Against 4. The Stock Issuance Proposal - to consider Mgmt Against Against and vote upon a proposal to approve for purposes of complying with the applicable provisions of NYSE Listed Company Manual Rule 312.03, the issuance of (a) Embark Technology Class A Common Stock to the PIPE Investors, including the FPA PIPE Investors, pursuant to the PIPE Financing and (b) Embark Technology Class A Common Stock and Embark Technology Class B Common Stock to the Embark Stockholders pursuant to the Merger Agreement. 5. The Incentive Award Plan Proposal - to Mgmt Against Against consider and vote upon a proposal to approve and adopt the Embark Technology 2021 Plan, a copy of which is attached to the proxy statement/prospectus as Annex E. 6. The ESPP Proposal - to consider and vote Mgmt Against Against upon a proposal to approve and adopt the Embark Technology 2021 Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus as Annex F. 7. The Adjournment Proposal - to consider and Mgmt Against Against vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Special Meeting. -------------------------------------------------------------------------------------------------------------------------- NOVUS CAPITAL CORPORATION II Agenda Number: 935545220 -------------------------------------------------------------------------------------------------------------------------- Security: 67012W104 Meeting Type: Special Meeting Date: 10-Feb-2022 Ticker: NXU ISIN: US67012W1045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve and adopt the Business Mgmt Against Against Combination Agreement and Plan of Reorganization, dated as of September 8, 2021 (as may be amended from time to time, the "Business Combination Agreement"), by and among Novus, Energy Vault, Inc., a Delaware corporation ("Energy Vault"), and NCCII Merger Corp., a Delaware corporation ("Merger Sub"), and the transactions contemplated thereby, pursuant to which Novus will issue shares of common stock of Novus ("Combined Company Common Stock") to holders of ...(due to space limits, see proxy statement for full proposal). 2A. To approve the following amendment to Mgmt Against Against Novus's current amended and restated certificate of incorporation: To change the name of Novus Capital Corporation II to "Energy Vault Holdings, Inc." 2B. To approve the following amendment to Mgmt Against Against Novus's current amended and restated certificate of incorporation: To eliminate the Class B Common Stock classification and provide for a single class of Common Stock. 2C. To approve the following amendment to Mgmt Against Against Novus's current amended and restated certificate of incorporation: To change the number of authorized shares of Novus's capital stock, par value $0.0001 per share, from 525,000,000 shares, consisting of (a) 520,000,000 shares of common stock, including 500,000,000 shares of Novus Common Stock and 20,000,000 shares of Class B Common Stock and (b) 5,000,000 shares of preferred stock, to 505,000,000 shares, consisting of (i) 500,000,000 shares of common stock and (ii) 5,000,000 shares of preferred stock. 2D. To approve the following amendment to Mgmt Against Against Novus's current amended and restated certificate of incorporation: To provide that any director or the entire board of directors of Novus may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 66 2/3% of the voting power of all then-outstanding shares of Novus's capital stock entitled to vote thereon, voting together as a single class. 2E. To approve the following amendment to Mgmt Against Against Novus's current amended and restated certificate of incorporation: To eliminate the current limitations in place on the corporate opportunity doctrine. 2F. To approve the following amendment to Mgmt Against Against Novus's current amended and restated certificate of incorporation: To increase the required vote thresholds for approving amendments to the bylaws and to certain specified provisions of the certificate of incorporation to 66 2/3%. 2G. To approve the following amendment to Mgmt Against Against Novus's current amended and restated certificate of incorporation: To approve all other changes, including eliminating certain provisions related to special purpose acquisition corporations that will no longer be relevant following the closing of the Business Combination (the "Closing"). 3. To adopt the Energy Vault Holdings, Inc. Mgmt Against Against 2022 Equity Incentive Plan (the "2022 Plan") established to be effective after the Closing to assist Novus, immediately upon consummation of the Business Combination (the "Combined Company"), in retaining the services of eligible employees, directors and consultants, to secure and retain the services of new employees, directors and consultants and to provide incentives for such persons to exert maximum efforts for the Combined Company's success. 4. To (i) approve the issuance of Combined Mgmt Against Against Company Common Stock to (a) Energy Vault's stockholders as a result of the Merger pursuant to the Business Combination Agreement, and (b) the investors in the PIPE; and (ii) approve the issuance of equity awards under the 2022 Plan if such plan is approved in accordance with Proposal 3 ("Equity Incentive Plan Proposal"). 5. To adjourn the special meeting to a later Mgmt Against Against date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote. -------------------------------------------------------------------------------------------------------------------------- NUVATION BIO INC. Agenda Number: 935607311 -------------------------------------------------------------------------------------------------------------------------- Security: 67080N101 Meeting Type: Annual Meeting Date: 16-May-2022 Ticker: NUVB ISIN: US67080N1019 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Kathryn E. Falberg Mgmt Withheld Against Oleg Nodelman Mgmt Withheld Against 2. Ratification of the appointment of KPMG LLP Mgmt For For as the independent registered public accounting firm. 3. To recommend, by non-binding vote, the Mgmt 1 Year For frequency of executive compensation votes. -------------------------------------------------------------------------------------------------------------------------- OAKTREE ACQUISITION CORP. II Agenda Number: 935653899 -------------------------------------------------------------------------------------------------------------------------- Security: G6715X103 Meeting Type: Special Meeting Date: 07-Jun-2022 Ticker: OACB ISIN: KYG6715X1034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - Mgmt Against Against RESOLVED, as an ordinary resolution, that OACB's entry into the Business Combination Agreement, dated as of December 7, 2021 (as may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among OACB, Alvotech Holdings S.A., a public limited liability company (societe anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, Rue de ...(due to space limits, see proxy material for full proposal). 2. The First Merger Proposal - RESOLVED, as a Mgmt Against Against special resolution, that (a) OACB be authorized to merge with TopCo so that TopCo is the surviving entity and all the undertaking, property and liabilities of OACB vest in TopCo; (b) the plan of merger in the form tabled to the General Meeting (a draft of which is attached to the accompanying proxy statement/prospectus as Exhibit G of Annex A, the "Plan of First Merger") be authorized, approved and confirmed in all respects; and (c) OACB be authorized to enter into the Plan of First Merger. 3. The Adjournment Proposal - RESOLVED, as an Mgmt Against Against ordinary resolution, that the adjournment of the OACB General Meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to OACB shareholders, (B) in order to solicit additional proxies from OACB shareholders in favor of one or more of the proposals at the OACB General Meeting or (C) if OACB shareholders redeem an amount of the OACB ...(due to space limits, see proxy material for full proposal). -------------------------------------------------------------------------------------------------------------------------- OFFERPAD SOLUTIONS INC. Agenda Number: 935598423 -------------------------------------------------------------------------------------------------------------------------- Security: 67623L109 Meeting Type: Annual Meeting Date: 02-Jun-2022 Ticker: OPAD ISIN: US67623L1098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Brian Bair Mgmt Withheld Against Roberto Sella Mgmt Withheld Against Kenneth DeGiorgio Mgmt Withheld Against 2. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. Approval, on an advisory (non-binding) Mgmt 1 Year For basis, of the frequency of future advisory votes on the compensation of the Company's named executive officers. -------------------------------------------------------------------------------------------------------------------------- ONE Agenda Number: 935468997 -------------------------------------------------------------------------------------------------------------------------- Security: G7000X105 Meeting Type: Special Meeting Date: 13-Jul-2021 Ticker: AONE ISIN: KYG7000X1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The BCA Proposal - to approve by ordinary Mgmt Against Against resolution and adopt the Agreement and Plan of Merger, dated as of February 23, 2021 (the "Merger Agreement"), by and among one ("AONE"), Caspian Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of AONE ("Merger Sub") and MarkForged, Inc. ("Markforged"), a copy of which is attached to the proxy statement/prospectus statement as Annex A. The Merger Agreement provides for, among other things, the merger of Merger Sub with ...(due to space limits, see proxy statement for full proposal). 2. The Domestication Proposal - to approve by Mgmt Against Against special resolution, the change of AONE's jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication" and, together with the Merger, the "Business Combination"). 3. Organizational Documents Proposal A - to Mgmt Against Against authorize the change in the authorized capital stock of AONE from 400,000,000 Class A ordinary shares, par value $0.0001 per share, 10,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001 per share, to 1,000,000,000 shares of common stock, par value $0.0001 per share, of Markforged Holding Corporation and 100,000,000 shares of preferred stock, par value $0.0001 per share, of Markforged Holding Corporation (the "Markforged Holding Preferred Stock"). 4. Organizational Documents Proposal B - to Mgmt Against Against authorize the board of directors of Markforged Holding Corporation to issue any or all shares of Markforged Holding Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Markforged Holding Corporation board of directors and as may be permitted by the DGCL. 5. Organizational Documents Proposal C - to Mgmt Against Against provide that the Certificate of Incorporation may only be amended by the affirmative vote of at least a majority of the outstanding shares of capital stock, with certain exceptions, to provide that the Bylaws may only be amended by the board of directors or by the affirmative vote of at least two-thirds of the outstanding shares of capital stock, with certain exceptions, and to provide that a majority of the outstanding shares ...(due to space limits, see proxy statement for full proposal). 6. Organizational Documents Proposal D - to Mgmt Against Against authorize all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to the proxy statement/prospectus as Annex J and Annex K, respectively), including: (1) changing the corporate name from "one" to "Markforged Holding Corporation", (2) adopting ... (due to space limits, see proxy statement for full proposal). 7. The Director Proposal - to approve the Mgmt Against Against composition of the board of directors of Markforged Holding Corporation effective immediately following the consummation of the Business Combination. 8. The Stock Issuance Proposal - to approve by Mgmt Against Against ordinary resolution for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of Markforged Holding Common Stock to (a) the PIPE Investors pursuant to the PIPE Investment and (b) the Markforged Stockholders pursuant to the Merger Agreement. 9. The Incentive Plan Proposal - to approve by Mgmt Against Against ordinary resolution the Markforged Holding Corporation 2021 Stock Option and Incentive Plan. 10. The ESPP Proposal - to approve by ordinary Mgmt Against Against resolution, the Markforged Holding Corporation 2021 Employee Stock Purchase Plan. 11. The Adjournment Proposal - to approve the Mgmt Against Against adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. -------------------------------------------------------------------------------------------------------------------------- OPENDOOR TECHNOLOGIES INC. Agenda Number: 935588991 -------------------------------------------------------------------------------------------------------------------------- Security: 683712103 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: OPEN ISIN: US6837121036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Adam Bain Mgmt Withheld Against Pueo Keffer Mgmt Withheld Against John Rice Mgmt Withheld Against 2. To ratify the appointment of Deloitte & Mgmt For For Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. To approve, on an advisory (non-binding) Mgmt Against Against basis, the compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- ORIGIN MATERIALS, INC Agenda Number: 935650920 -------------------------------------------------------------------------------------------------------------------------- Security: 68622D106 Meeting Type: Annual Meeting Date: 27-Jun-2022 Ticker: ORGN ISIN: US68622D1063 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Pia Heidenmark Cook Mgmt Withheld Against 1.2 Election of Director: William Harvey Mgmt Withheld Against 1.3 Election of Director: Boon Sim Mgmt For For 2. Ratify the appointment of Grant Thornton Mgmt For For LLP as our independent registered public accountant for fiscal year 2022. 3. Provide advisory approval of the frequency Mgmt 1 Year For of future advisory stockholder votes to approve executive compensation. -------------------------------------------------------------------------------------------------------------------------- OSPREY TECHNOLOGY ACQUISITION CORP. Agenda Number: 935484826 -------------------------------------------------------------------------------------------------------------------------- Security: 68839R104 Meeting Type: Special Meeting Date: 08-Sep-2021 Ticker: SFTW ISIN: US68839R1041 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1) The Business Combination Proposal - To Mgmt Against Against consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of February 17, 2021 (as it may be amended and/or restated from time to time, the "merger agreement"), by and among Osprey, Osprey Technology Merger Sub, Inc., a Delaware corporation and whollyowned subsidiary of Osprey ("Merger Sub"), and BlackSky Holdings, Inc., a Delaware corporation ("BlackSky"), pursuant to which Merger Sub will merge with and into BlackSky, with ...(due to space limits, see proxy statement for full proposal). 2) The Amendment Proposal - To approve the Mgmt Against Against material differences between the proposed amended and restated certificate of incorporation: to increase the number of authorized shares of Class A common stock of Osprey and eliminate the Class B common stock classification ("Proposal No. 2"). 3) The Amendment Proposal - To approve the Mgmt Against Against material differences between the proposed amended and restated certificate of incorporation: to increase the number of authorized shares of preferred stock of Osprey ("Proposal No. 3"). 4) The Amendment Proposal - To approve the Mgmt Against Against material differences between the proposed amended and restated certificate of incorporation: to require the affirmative vote of a majority of the entire board of directors and holders of at least 66 2/3% of the voting power of all then outstanding voting securities entitled to vote thereon, voting together as a single class, to amend, repeal or modify certain provisions of the proposed charter ("Proposal No. 4"). 5) The Amendment Proposal - To approve the Mgmt Against Against material differences between the proposed amended and restated certificate of incorporation: to provide that the number of authorized shares of any series of preferred stock authorized under the proposed charter may be increased (but not above the total number of authorized shares of the class) or decreased (but not below the number of shares of any such series then outstanding) by the adoption of a resolution by the board of directors ("Proposal No. 5"). 6) The Amendment Proposal - To approve the Mgmt Against Against material differences between the proposed amended and restated certificate of incorporation: to provide for the classification of the board of directors into three classes of directors and for the removal of directors only for cause and only upon the affirmative vote of holders of at least 66 2/3% of the voting power of the issued and outstanding shares of capital stock entitled to vote in the election of directors, voting together as a single class ("Proposal No. 6"). 7) The Amendment Proposal - To approve the Mgmt Against Against material differences between the proposed amended and restated certificate of incorporation: conditioned upon the approval of Proposals No. 2 through 6, a proposal to approve the proposed charter, which includes the approval of all other changes in the proposed charter in connection with replacing the existing charter with the proposed charter as of the closing of the merger ("Proposal No. 7"). 8) DIRECTOR Brian O'Toole Mgmt Withheld Against Will Porteous Mgmt Withheld Against David DiDomenico Mgmt Withheld Against Magid Abraham Mgmt Withheld Against Timothy Harvey Mgmt Withheld Against Jim Tolonen Mgmt Withheld Against 9) The NYSE Proposal - To consider and vote Mgmt Against Against upon a proposal, for purposes of complying with the applicable NYSE listing requirements (including Section 312.03 of the NYSE's Listed Company Manual), to approve the issuance of shares of Osprey Class A common stock in accordance with the terms of the merger agreement and the PIPE documents in connection with the merger and the private placement of shares of New BlackSky Parent Class A common stock being issued at the closing of the merger ("Proposal No. 9"). 10) The Omnibus Incentive Plan Proposal - To Mgmt Against Against consider and vote upon a proposal to approve and adopt the 2021 Equity Incentive Plan (the "Omnibus Incentive Plan"), including the authorization of the initial share reserve under the Omnibus Incentive Plan ("Proposal No. 10"). 11) The ESPP Proposal - To consider and vote Mgmt Against Against upon a proposal to approve and adopt the Employee Stock Purchase Plan (the "ESPP"), including authorization of the initial share reserve under the ESPP ("Proposal No. 11"). 12) The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve Proposal No. 1 through Proposal No. 11 ("Proposal No. 12"). -------------------------------------------------------------------------------------------------------------------------- OTONOMO TECHNOLOGIES LTD. Agenda Number: 935644117 -------------------------------------------------------------------------------------------------------------------------- Security: M7571L103 Meeting Type: Annual Meeting Date: 26-May-2022 Ticker: OTMO ISIN: IL0011791006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve and ratify the appointment of Mgmt No vote Somekh Chaikin, certified public accountants in Israel and a member of KPMG International, as the Company's auditors for the year 2022 and for an additional period until the next Annual General Meeting. 2. To approve the election of Mr. Meir Moshe Mgmt No vote to the Board of Directors until the third annual meeting held after the date of his appointment. 3. To approve a $65,683 special bonus for Mr. Mgmt No vote Ben Volkow, the CEO and chairman of the Board, as previously approved by the Board, as an award for the successful closing of the merger transaction with Neura, Inc. 3a. Are you a controlling shareholder (as Mgmt No vote defined in the Israeli Companies Law) or do you have a personal interest in approval of proposal 3 above? Response required for vote to be counted. Mark "for" = yes or "against" = no. 4. To approve a plan for Mr. Volkow for an Mgmt No vote annual cash bonus for the year 2022, based on the achievement of certain milestones. 4a. Are you a controlling shareholder (as Mgmt No vote defined in the Israeli Companies Law) or do you have a personal interest in approval of proposal 4 above? Response required for vote to be counted. Mark "for" = yes or "against" = no. -------------------------------------------------------------------------------------------------------------------------- OUSTER, INC Agenda Number: 935632364 -------------------------------------------------------------------------------------------------------------------------- Security: 68989M103 Meeting Type: Annual Meeting Date: 09-Jun-2022 Ticker: OUST ISIN: US68989M1036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Jorge del Calvo Mgmt Withheld Against Sundari Mitra Mgmt Withheld Against Karin Radstrom Mgmt For For 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, 2022. 3. Approval, on an advisory (non-binding) Mgmt 1 Year For basis, of the frequency of future advisory votes on the compensation of the Company's named executive officers. 4. Approval of the Ouster, Inc. 2022 Employee Mgmt For For Stock Purchase Program. -------------------------------------------------------------------------------------------------------------------------- OWLET, INC. Agenda Number: 935640967 -------------------------------------------------------------------------------------------------------------------------- Security: 69120X107 Meeting Type: Annual Meeting Date: 17-Jun-2022 Ticker: OWLT ISIN: US69120X1072 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Zane M. Burke Mgmt Against Against 1b. Election of Director: John C. Kim Mgmt Against Against 2. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2022. -------------------------------------------------------------------------------------------------------------------------- PAE INCORPORATED Agenda Number: 935542515 -------------------------------------------------------------------------------------------------------------------------- Security: 69290Y109 Meeting Type: Special Meeting Date: 10-Feb-2022 Ticker: PAE ISIN: US69290Y1091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve and adopt the Agreement and Plan Mgmt For For of Merger, (as may be amended or modified from time to time, "merger agreement"), among Amentum Government Services Holdings LLC, a Delaware LLC (which we refer to as "Parent"), Pinnacle Virginia Merger Sub Inc., a Delaware corp. (which we refer to as "Merger Sub"), which is a wholly owned indirect subsidiary of Parent, and PAE, pursuant to which Merger Sub will be merged with and into PAE, with PAE continuing as surviving corp. in merger & a wholly owned indirect subsidiary of Parent. which we refer to as merger 2. To approve specified compensation that will Mgmt Against Against or may become payable to PAE's named executive officers in connection with the merger. 3. To adjourn the special meeting, if Mgmt For For necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger agreement. -------------------------------------------------------------------------------------------------------------------------- PARDES BIOSCIENCES, INC. Agenda Number: 935632528 -------------------------------------------------------------------------------------------------------------------------- Security: 69945Q105 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: PRDS ISIN: US69945Q1058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class I Director to serve for Mgmt For For three years until the 2025 Annual Meeting: Deborah M. Autor 1b. Election of Class I Director to serve for Mgmt Withheld Against three years until the 2025 Annual Meeting: J. Jay Lobell 1c. Election of Class I Director to serve for Mgmt For For three years until the 2025 Annual Meeting: Thomas G. Wiggans 2. Ratification, on an advisory basis, of the Mgmt For For appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- PATHFINDER ACQUISITION CORP. Agenda Number: 935523820 -------------------------------------------------------------------------------------------------------------------------- Security: G04119106 Meeting Type: Special Meeting Date: 07-Dec-2021 Ticker: PFDR ISIN: KYG041191068 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - Mgmt Against Against RESOLVED, as an ordinary resolution, that Pathfinder's entry into the Business Combination Agreement, dated as of July 15, 2021 (as amended and restated on August 11, 2021 and as may be further (amended, supplemented, or otherwise modified from time to time) (the "Business Combination Agreement"), by and among Pathfinder, Serve Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Pathfinder ("Serve Merger Sub"), and ServiceMax, ...(due to space limits, see proxy statement for full proposal). 2. The Domestication Proposal - RESOLVED, as a Mgmt Against Against special resolution, that Pathfinder be transferred by way of continuation to Delaware pursuant to Part XII of the Companies Act (As Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de-registered in the Cayman Islands, Pathfinder be continued and domesticated as a corporation under the laws of the state of Delaware and, conditional upon, and with effect from, the ... (due to space limits, see proxy statement for full proposal). 3. The Charter Amendment Proposal - RESOLVED, Mgmt Against Against as a special resolution, that the certificate of incorporation and bylaws of Pathfinder, copies of which are attached to the proxy statement/prospectus as Annex B and Annex C, respectively, be approved as the certificate of incorporation and bylaws of ServiceMax, Inc., conditional upon, and with effect from the effectiveness of the Domestication. 4. Advisory Governing Documents Proposal A - Mgmt Against Against RESOLVED, as a non-binding advisory resolution, that the change in the authorized share capital of Pathfinder from (i) US$33,100.00 divided into 300,000,000 Class A ordinary shares, par value $0.0001 per share, 30,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to (ii) US$11,000 divided into 1,000,000,000 shares of common stock, par value $0.00001 per share, of New SM, ...(due to space limits, see proxy statement for full proposal). 5. Advisory Governing Documents Proposal B - Mgmt Against Against RESOLVED, as a non-binding advisory resolution, that the authorization to the New SM Board to issue any or all shares of New SM Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New SM Board and as may be permitted by the Delaware General Corporation Law be approved. 6. Advisory Governing Documents Proposal C - Mgmt Against Against RESOLVED, as a non-binding advisory resolution, that certain provisions of the certificate of incorporation of New SM that are subject to the Registration and Shareholder Rights Agreement be approved. 7. Advisory Governing Documents. Proposal D - Mgmt Against Against RESOLVED, as a non-binding advisory resolution, that the removal of the ability of New SM stockholders to take action by written consent in lieu of a meeting unless investment fund(s) affiliated with or managed by Silver Lake or any of its affiliates, or any successor, transferee or affiliate thereof, beneficially own a majority of the voting power of all of the then outstanding shares of capital stock of New SM entitled to vote on such ... (due to space limits, see proxy statement for full proposal). 8. Advisory Governing Documents Proposal E - Mgmt Against Against RESOLVED, as a non-binding advisory resolution, that the amendment and restatement of the Existing Governing Documents be approved and that all other changes necessary or, as mutually agreed in good faith by Pathfinder and ServiceMax, desirable in connection with the replacement of Existing Governing Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to the ...(due to space limits, see proxy statement for full proposal). 9. Advisory Governing Documents Proposal F - Mgmt Against Against RESOLVED, as a non-binding, advisory resolution, that the election of New SM not be governed by Section 203 of the DGCL and limiting certain corporate takeovers by interested stockholders be approved. 10. The NASDAQ Proposal - RESOLVED, as an Mgmt Against Against ordinary resolution, that for the purposes of complying with the applicable provisions of NASDAQ Listing Rule 5635, the issuance of shares of New SM Common. 11. Stock be approved. - The Incentive Equity Mgmt Against Against Plan Proposal - RESOLVED, as an ordinary resolution, that the ServiceMax, Inc. 2021 Omnibus Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex D, be adopted and approved. 12. The ESPP Proposal - RESOLVED, as an Mgmt Against Against ordinary resolution, that the ServiceMax, Inc. 2021 Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus as Annex E, be adopted and approved. 13. The Adjournment Proposal - RESOLVED, as an Mgmt Against Against ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates (i) to solicit additional proxies for the purpose of obtaining approval by the Pathfinder Shareholders for each of the proposals necessary to consummate transactions contemplated by the Business Combination Agreement (ii) for the absence of a quorum, (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- PAYA HOLDINGS INC. Agenda Number: 935645032 -------------------------------------------------------------------------------------------------------------------------- Security: 70434P103 Meeting Type: Annual Meeting Date: 31-May-2022 Ticker: PAYA ISIN: US70434P1030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Kalen James (KJ) Mgmt Withheld Against McConnell 1.2 Election of Director: Jeffrey Hack Mgmt Withheld Against 1.3 Election of Director: Debora Boyda Mgmt For For 2. Approval, by non-binding advisory vote, of Mgmt For For the compensation of the Company's named executive officers. 3. Approval, by non-binding advisory vote, of Mgmt 1 Year For the frequency of future advisory votes to approve the compensation of the Company's named executive officers 4. Approval of an amendment to the Company's Mgmt For For 2020 Omnibus Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 10,000,000 shares, impose a minimum vesting requirement of at least one year for all awards granted pursuant to the plan, and prohibit dividends and dividend equivalents to be paid on awards that have not yet vested or been earned as further described in the Proxy Statement. 5. 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, 2022. -------------------------------------------------------------------------------------------------------------------------- PAYONEER GLOBAL INC. Agenda Number: 935635930 -------------------------------------------------------------------------------------------------------------------------- Security: 70451X104 Meeting Type: Annual Meeting Date: 14-Jun-2022 Ticker: PAYO ISIN: US70451X1046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Avi Zeevi Mgmt Withheld Against Scott H. Galit Mgmt Withheld Against 2. Ratification of the appointment of Mgmt For For Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the independent registered public accounting firm for Payoneer Global Inc. for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- PAYSAFE PAYMENT PROCESSING SOLUTIONS LLC Agenda Number: 935607652 -------------------------------------------------------------------------------------------------------------------------- Security: G6964L107 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: PSFE ISIN: BMG6964L1072 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve the re-election of Mr. Bruce Mgmt For For Lowthers as a Class I director in accordance with the Paysafe Limited Bye-laws. 2. To approve the re-election of Mr. James Mgmt For For Murren as a Class I director in accordance with the Paysafe Limited Bye-laws. 3. To approve the re-election of Mr. Jonathan Mgmt For For Murphy as a Class I director in accordance with the Paysafe Limited Bye-laws. 4. To approve the re-appointment of Deloitte & Mgmt For For Touche LLP, an independent registered public accounting firm, to act as the Paysafe Limited independent auditors for the fiscal year ending December 31, 2022 and to authorize the Paysafe Limited Board of Directors, acting through the Audit Committee, to fix the remuneration of such independent auditors for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- PEAR THERAPEUTICS, INC. Agenda Number: 935625713 -------------------------------------------------------------------------------------------------------------------------- Security: 704723105 Meeting Type: Annual Meeting Date: 14-Jun-2022 Ticker: PEAR ISIN: US7047231052 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Paul Mango Mgmt For For Kirthiga Reddy Mgmt For For Tim Wicks Mgmt For For 2. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as the independent registered public accounting firm. -------------------------------------------------------------------------------------------------------------------------- PERELLA WEINBERG PARTNERS Agenda Number: 935604163 -------------------------------------------------------------------------------------------------------------------------- Security: 71367G102 Meeting Type: Annual Meeting Date: 24-May-2022 Ticker: PWP ISIN: US71367G1022 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Joseph R. Perella Mgmt Withheld Against Daniel G. Cohen Mgmt Withheld Against Ivan G. Seidenberg Mgmt Withheld Against Elizabeth Fascitelli Mgmt For For Kristin W. Mugford 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 December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- PERIDOT ACQUISITION CORP. Agenda Number: 935475904 -------------------------------------------------------------------------------------------------------------------------- Security: G7008A115 Meeting Type: Special Meeting Date: 05-Aug-2021 Ticker: PDAC ISIN: KYG7008A1159 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - to Mgmt Against Against consider and vote upon a proposal to approve and adopt the Business Combination. 2. The Continuance Proposal - to consider and Mgmt Against Against vote upon a proposal to approve the Continuance, and in connection therewith, the adoption of the articles and bylaws of Peridot Ontario following the completion of the Continuance. 3. The Amalgamation Proposal - to consider and Mgmt Against Against vote upon a proposal to approve the Amalgamation as part of the plan of arrangement. 4. The Governing Documents Proposal - to Mgmt Against Against consider and vote upon a proposal to approve and adopt the Amalco Governing Documents for purposes of the articles and by-laws of Amalco following the completion of the Amalgamation. 4A. To establish the authorized capital of Mgmt Against Against Amalco to consist of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series. 4B. To declassify the board of directors with Mgmt For For the result being that each director will be elected annually for a term of one year. 4C. To reduce the requisite quorum for a Mgmt Against Against meeting of shareholders from a majority of votes to 33 1/3% of the shares entitled to vote at such meeting. 4D. To include an advance notice provision that Mgmt Against Against requires a nominating shareholder to provide notice to Amalco in advance of a meeting of shareholders should such nominating shareholder wish to nominate a person for election to the board of directors. 4E. To include a forum selection provision Mgmt Against Against whereby, subject to limited exceptions, the Superior Court of Justice of the Province of Ontario, Canada and the appellate courts therefrom will be the sole and exclusive forum for certain shareholder litigation matters. 4F. The proposed Amalco Governing Documents Mgmt Against Against would not include provisions relating to the Class B Shares, the IPO, the Sponsors, the Business Combination and other related matters. 5. The Share Issuance Proposal - to consider Mgmt Against Against and vote upon a proposal to approve, for purposes of complying with the New York Stock Exchange, the issuance of more than 20% of the current total issued and outstanding Amalco Shares. 6. The Incentive Plan Proposal - to consider Mgmt Against Against and vote upon a proposal to approve and adopt the equity incentive plan of Amalco, which we refer to as the Incentive Plan. 7. The ESPP Proposal - to consider and vote Mgmt Against Against upon a proposal to approve and adopt the employee share purchase plan, which we refer to as the ESPP. 8. The Adjournment Proposal - to consider and Mgmt Against Against vote upon a proposal to approve the adjournment of the extraordinary general meeting by the chairman thereof to a later date, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote. -------------------------------------------------------------------------------------------------------------------------- PLAYSTUDIOS, INC Agenda Number: 935628000 -------------------------------------------------------------------------------------------------------------------------- Security: 72815G108 Meeting Type: Annual Meeting Date: 07-Jun-2022 Ticker: MYPS ISIN: US72815G1085 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Andrew Pascal Mgmt Withheld Against James Murren Mgmt Withheld Against Jason Krikorian Mgmt Withheld Against Joe Horowitz Mgmt Withheld Against Judy K. Mencher Mgmt Withheld Against Steven J. Zanella Mgmt Withheld Against 2. Ratification of the appointment of Deloitte Mgmt Against Against & Touche LLP as the independent registered public accounting firm. -------------------------------------------------------------------------------------------------------------------------- PLBY GROUP, INC. Agenda Number: 935649977 -------------------------------------------------------------------------------------------------------------------------- Security: 72814P109 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: PLBY ISIN: US72814P1093 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Ben Kohn Mgmt Withheld Against Suhail Rizvi Mgmt Withheld Against Juliana F. Hill Mgmt For For 2. Ratification of the appointment of BDO USA, Mgmt For For LLP as our independent registered public accounting firm for the year ending December 31, 2022. 3. An advisory vote to recommend the frequency Mgmt 1 Year For of executive compensation votes. -------------------------------------------------------------------------------------------------------------------------- POEMA GLOBAL HOLDINGS CORP Agenda Number: 935573231 -------------------------------------------------------------------------------------------------------------------------- Security: G7154B107 Meeting Type: Special Meeting Date: 31-Mar-2022 Ticker: PPGH ISIN: KYG7154B1077 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Combination Proposal - to consider and vote Mgmt Against Against upon a proposal to approve and authorize the Agreement and Plan of Merger ("Merger Agreement"), by and among Poema Global, Gogoro Inc., a Cayman Islands exempted holding company ("Gogoro"), Starship Merger Sub I Limited, and Starship Merger Sub II Limited. Please see the proxy statement for full proposal language. 2. The Merger Proposal - To consider and vote Mgmt Against Against upon, as a special resolution, a proposal to approve and authorize the plan of merger for the First Merger. 3. The Adjournment Proposal - to consider and Mgmt Against Against vote upon, as an ordinary resolution, a proposal to adjourn the extraordinary general meeting to a later date or dates, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. -------------------------------------------------------------------------------------------------------------------------- POINT BIOPHARMA GLOBAL INC Agenda Number: 935641325 -------------------------------------------------------------------------------------------------------------------------- Security: 730541109 Meeting Type: Annual Meeting Date: 02-Jun-2022 Ticker: PNT ISIN: US7305411099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Jonathan R. Goodman Mgmt For For Rajesh K. Malik, M.D. Mgmt Withheld Against 2. Ratification of Armanino LLP as our Mgmt For For independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- PORCH GROUP, INC. Agenda Number: 935621880 -------------------------------------------------------------------------------------------------------------------------- Security: 733245104 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: PRCH ISIN: US7332451043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Alan Pickerill Mgmt For For Regi Vengalil Mgmt For For 2. To approve an amendment to the Second Mgmt For For Amended and Restated Certificate of Incorporation of Porch Group, Inc. (the "Certificate of Incorporation") to declassify our board of directors. 3. To approve an amendment to our Certificate Mgmt For For of Incorporation to eliminate the Supermajority Voting Standard (as defined in the enclosed proxy statement). 4. To approve of, on an advisory (non-binding) Mgmt For For basis, the compensation of our Named Executive Officers (as defined in the enclosed proxy statement). 5. To approve of, on an advisory (non-binding) Mgmt 1 Year For basis, the frequency of future advisory votes to approve the compensation of our Named Executive Officers. 6. To ratify the appointment of Ernst & Young Mgmt For For LLP as the independent registered public accounting firm for Porch Group, Inc. for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- POWER & DIGITAL INFRASTRUCTURE ACQ. CORP Agenda Number: 935540509 -------------------------------------------------------------------------------------------------------------------------- Security: 739190106 Meeting Type: Special Meeting Date: 19-Jan-2022 Ticker: XPDI ISIN: US7391901060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against consider and vote upon a proposal to approve the Agreement and Plan of Merger and Reorganization, dated as of July 20, 2021 (as amended by the First Amendment thereto, dated as of October 1, 2021, as further amended by the Second Amendment thereto, dated as of December 29, 2021, and as it may be further amended and/or restated from time to time, the "merger agreement"), by and among Power & Digital Infrastructure Acquisition Corp., a Delaware corporation ...(due to space limits, see proxy statement for full proposal). 2. The Charter Proposal - To consider and vote Mgmt Against Against upon a proposal to adopt the proposed second amended and restated certificate of incorporation (the "Proposed Charter") and the proposed second amended and restated bylaws (the "Proposed Bylaws") of XPDI after the merger (referred to herein as "New Core"). 3A. To increase the total number of shares of Mgmt Against Against all classes of authorized capital stock from (i) 551,000,000, consisting of (a) 550,000,000 shares of common stock, including (1) 500,000,000 shares of Class A common stock, par value $0.0001 per share, and (2) 50,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share, to (ii) 12,000,000,000, consisting of (A) 10,000,000,000 shares of common stock, par value $0.0001 per ...(due to space limits, see proxy statement for full proposal). 3B. To provide that any amendment to the Mgmt Against Against Proposed Bylaws will require the approval of either New Core's board of directors or the holders of at least 66 2/3% of the voting power of New Core's then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class. 3C. To provide that any amendment to certain Mgmt Against Against provisions of the Proposed Charter will require the approval of the holders of at least 66 2/3% of the voting power of New Core's then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class. 4. The Nasdaq Proposal - To consider and vote Mgmt Against Against upon a proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq: (i) the issuance of shares of New Core common stock pursuant to the merger agreement and (ii) the related change of control of XPDI that will occur in connection with consummation of the merger and the other transactions contemplated by the merger agreement. 5. The Incentive Plan Proposal - To consider Mgmt Against Against and vote upon a proposal to approve and adopt the Core Scientific, Inc. 2021 Equity Incentive Plan. 6. The ESPP Proposal - To consider and vote Mgmt Against Against upon a proposal to approve and adopt the Core Scientific, Inc. 2021 Employee Stock Purchase Plan. 7. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Proposal, the Governance Proposals, the Nasdaq Proposal, the Incentive Plan Proposal or the ESPP Proposal. -------------------------------------------------------------------------------------------------------------------------- PROCAPS GROUP, S.A. Agenda Number: 935674665 -------------------------------------------------------------------------------------------------------------------------- Security: L7756P102 Meeting Type: Annual Meeting Date: 28-Jun-2022 Ticker: PROC ISIN: LU2376511205 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2. Acknowledgment of the resignation of Sergio Mgmt For Andres Mantilla Gomez as statutory auditor (commissaire aux comptes) of the Company as of October 22, 2021 and granting of discharge (quitus) for the execution of his mandate. 3. Appointment of Carlos Piocuda as statutory Mgmt For auditor (commissaire aux comptes) of the Company as of October 22, 2021 for a period ending at the annual general meeting of shareholders approving the annual accounts for the fiscal year ending December 31, 2022. 6. Presentation and ratification of the report Mgmt For of the statutory auditor of the Company in respect of the annual accounts for the fiscal year ended December 31, 2021. 7. Presentation and approval of the audited Mgmt For consolidated financial statements for the fiscal year ended December 31, 2021 prepared in accordance with the International Financial Reporting Standards (IFRS). 8. Presentation and approval of the unaudited Mgmt For standalone annual accounts for the fiscal year ended December 31, 2021 prepared in accordance with the Luxembourg Generally Accepted Accounting Principles (Lux GAAP). 9. Allocation of results for the fiscal year Mgmt For ended December 31, 2021. 10. Vote on discharge (quitus) of the members Mgmt For of the board of directors for the proper exercise of their mandate for and in connection with the fiscal year ended December 31, 2021. 11. Approval of the remuneration to be paid to Mgmt For the members of the board of directors and decision on the amounts of such remuneration, based on the recommendations from the compensation committee of the Company. 12. Renewal of the mandate of Deloitte Audit as Mgmt For independent auditor (reviseur d'entreprises agree) of the Company for the consolidated financial statements prepared in accordance with the International Financial Reporting Standards (IFRS) for a period ending at the annual general meeting of shareholders approving the annual accounts for the fiscal year ending December 31, 2022. 13. Renewal of the mandate of each of the Mgmt Against current members of the Board of Directors of the Company for the period ending at the annual general meeting of shareholders approving the annual accounts for the fiscal year ending December 31, 2022. 14. Decision to authorize the Board of Mgmt For Directors to acquire up to 10% (ten percent) of the total number of the Company's ordinary shares in issue at the date of the Annual General Meeting within a period of 5 (five) years as from the date of the Annual General Meeting for a consideration which may not exceed an amount equal to 120% (one hundred twenty percent) of the reference price of the shares on the Nasdaq and not less than USD 0.01 (one dollar cent), the reference price being the ...(due to space limits,see proxy material for full proposal). 15. Delegation of powers. Mgmt For 16. Miscellaneous: If amendments or new Mgmt Against resolutions are presented at the Annual General Meeting,I irrevocably give any director of the Company, whom failing, Mr. Patricio Vargas Munoz, Procaps' Chief Financial Officer, whom failing any lawyer and/or employee of Arendt & Medernach S.A., with full power of substitution, the power to vote in my name and as he deems fit, unless I mark the box abstain. Mark "for" = yes or "against" = no. -------------------------------------------------------------------------------------------------------------------------- PROPERTY SOLUTIONS ACQUISITION CORP. Agenda Number: 935467806 -------------------------------------------------------------------------------------------------------------------------- Security: 74348Q108 Meeting Type: Special Meeting Date: 20-Jul-2021 Ticker: PSAC ISIN: US74348Q1085 -------------------------------------------------------------------------------------------------------------------------- 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 January 27, 2021, as amended by the First Amendment to Agreement and Plan of Merger dated as of February 25, 2021, the Second Amendment to Agreement and Plan of Merger dated as of May 3, 2021, and the Third Amendment to Agreement and Plan of Merger dated as of June 14, 2021, and the transactions contemplated thereby. 2A. To approve the following amendments to Mgmt For For PSAC's current amended and restated certificate of incorporation: To change the name of the company to "Faraday Future Intelligent Electric Inc." 2B. To approve the following amendments to Mgmt Against Against PSAC's current amended and restated certificate of incorporation: To increase PSAC's capitalization so that it will have 750,000,000 authorized shares of Class A common stock, 75,000,000 authorized shares of Class B common stock, and 10,000,000 authorized shares of preferred stock. 2C. To approve the following amendments to Mgmt Against Against PSAC's current amended and restated certificate of incorporation: To amend the voting rights of PSAC stockholders such that each share of Class B common stock will be entitled to ten votes for each such share after such time as New FF at the end of any 20 consecutive trading days, has a volume weighted average total equity market capitalization of at least $20 billion. 2D. To approve the following amendments to Mgmt For For PSAC's current amended and restated certificate of incorporation: To delete the various provisions in PSAC's current amended and restated certificate of incorporation applicable only to special purpose acquisition corporations. 2E. To approve the following amendments to Mgmt Against Against PSAC's current amended and restated certificate of incorporation: To add provisions authorizing New FF's board of directors to issue preferred stock, rights, warrants and options without shareholder approval. 2F. To approve the following amendments to Mgmt For For PSAC's current amended and restated certificate of incorporation: To amend the choice of forum provisions to permit only federal district courts to consider claims arising under the Securities Act. 3. DIRECTOR Dr. Carsten Breitfeld Mgmt For For Matthias Aydt Mgmt For For Qing Ye Mgmt For For Jordan Vogel Mgmt For For Lee Liu Mgmt For For Brian Krolicki Mgmt For For Edwin Goh Mgmt For For Susan G. Swenson Mgmt For For Scott D. Vogel Mgmt For For 4. To approve the adoption of the Faraday Mgmt Against Against Future Intelligent Electric Inc. 2021 Stock Incentive Plan. 5. To approve the issuance of 79,500,000 Mgmt For For shares of PSAC common stock to certain accredited investors or qualified institutional buyers in a private placement. 6. To adjourn the special meeting to a later Mgmt For For date or dates, if necessary, if PSAC is unable to consummate the merger for any reason. -------------------------------------------------------------------------------------------------------------------------- PROTERRA INC Agenda Number: 935610611 -------------------------------------------------------------------------------------------------------------------------- Security: 74374T109 Meeting Type: Annual Meeting Date: 26-May-2022 Ticker: PTRA ISIN: US74374T1097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Class I Director for a Mgmt For For three-year term expiring in 2025: Mary Louise Krakauer 1.2 Election of Class I Director for a Mgmt For For three-year term expiring in 2025: Roger M. Nielsen 1.3 Election of Class I Director for a Mgmt Withheld Against three-year term expiring in 2025: Jeannine P. Sargent 2. Approve, on an advisory basis, the Mgmt 1 Year For frequency of holding an advisory vote on our named executive officer compensation. 3. Ratify the appointment of KPMG LLP as our Mgmt For For independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- PURECYCLE TECHNOLOGIES, INC. Agenda Number: 935581707 -------------------------------------------------------------------------------------------------------------------------- Security: 74623V103 Meeting Type: Annual Meeting Date: 11-May-2022 Ticker: PCT ISIN: US74623V1035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Class I Director: Tanya Burnell Mgmt Withheld Against 1.2 Election of Class I Director: Timothy Mgmt For For Glockner 1.3 Election of Class I Director: Dr. John Mgmt For For Scott 2. Ratify the appointment of Grant Thornton Mgmt For For LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 -------------------------------------------------------------------------------------------------------------------------- QELL ACQUISITION CORP Agenda Number: 935484383 -------------------------------------------------------------------------------------------------------------------------- Security: G7307X105 Meeting Type: Special Meeting Date: 10-Sep-2021 Ticker: QELL ISIN: KYG7307X1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - to Mgmt Against Against resolve, as an ordinary resolution (the "Business Combination Proposal" or "Proposal No. 1") that the Business Combination Agreement, dated as of March 30, 2021 (as it may be amended from time to time, the "Business Combination Agreement," a copy of which is attached to the accompanying proxy statement/prospectus as Annex A). 2. The Merger Proposal - to resolve as a Mgmt Against Against special resolution (the "Merger Proposal" or "Proposal No. 2") that the plan of merger in the form tabled to the General Meeting (a draft of which is attached to the accompanying proxy statement/prospectus as Annex B, the "Plan of Merger") pursuant to which Qell will merge with and into Merger Sub (the "Merger") so that Merger Sub will be the surviving company and all the undertaking, property and liabilities of Qell vest in Merger Sub by virtue of such Merger. 3. The Incentive Plan Proposal - to resolve as Mgmt Against Against an ordinary resolution (the "Incentive Plan Proposal" or "Proposal No. 3") to approve, assuming the Business Combination Proposal and Merger Proposal are approved and adopted, the Holdco 2021 Equity Incentive Plan (the "Incentive Plan"), a copy of which is attached to the accompanying proxy statement/prospectus as Annex C, including the authorization of the initial share reserve under the Incentive Plan. 4. The Employee Share Purchase Proposal - to Mgmt Against Against resolve as an ordinary resolution (the "ESPP Proposal" or "Proposal No. 4") to approve, assuming the Business Combination Proposal and Merger Proposal are approved and adopted, the Holdco 2021 Employee Share Purchase Plan (the "ESPP"), a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, including the authorization of the initial share reserve under the ESPP. 5. The Adjournment Proposal - to resolve as Mgmt Against Against ordinary resolution, to adjourn General Meeting to a later dates (A) in order to solicit additional proxies from Qell shareholders in favor of the Business Combination Proposal or Merger Proposal, (B) the time for which General Meeting is scheduled, there are insufficient Qell Ordinary Shares represented (in person or by proxy) to constitute a quorum necessary to conduct business at the General Meeting or (C) to allow reasonable time for filing or mailing of any supplemental or amended disclosures Qell has determined. -------------------------------------------------------------------------------------------------------------------------- QUANTUM-SI INCORPORATED Agenda Number: 935581670 -------------------------------------------------------------------------------------------------------------------------- Security: 74765K105 Meeting Type: Annual Meeting Date: 10-May-2022 Ticker: QSI ISIN: US74765K1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Jonathan M Rothberg PHD Mgmt Withheld Against Marijn Dekkers, Ph.D. Mgmt Withheld Against Ruth Fattori Mgmt Withheld Against Brigid A. Makes Mgmt Withheld Against Michael Mina,M.D.,Ph.D. Mgmt Withheld Against Kevin Rakin Mgmt Withheld Against 2. To ratify the appointment of Deloitte & Mgmt For For Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. To recommend, by advisory vote, the Mgmt 1 Year For frequency of executive compensation votes. -------------------------------------------------------------------------------------------------------------------------- QUANTUMSCAPE CORPORATION Agenda Number: 935521698 -------------------------------------------------------------------------------------------------------------------------- Security: 74767V109 Meeting Type: Annual Meeting Date: 15-Dec-2021 Ticker: QS ISIN: US74767V1098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Jagdeep Singh Mgmt Withheld Against Frank Blome Mgmt Withheld Against Brad Buss Mgmt Withheld Against John Doerr Mgmt Withheld Against Prof. Dr Jurgen Leohold Mgmt Withheld Against Justin Mirro Mgmt Withheld Against Prof. Fritz Prinz Mgmt Withheld Against Dipender Saluja Mgmt Withheld Against J.B. Straubel Mgmt Withheld Against Jens Wiese Mgmt Withheld Against 2. To ratify the appointment of Ernst & Young Mgmt For For LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021. 3. Approval of the Extraordinary Performance Mgmt Against Against Award Program. -------------------------------------------------------------------------------------------------------------------------- QUEENS GAMBIT GROWTH CAPITAL Agenda Number: 935566440 -------------------------------------------------------------------------------------------------------------------------- Security: G7315C101 Meeting Type: Special Meeting Date: 30-Mar-2022 Ticker: GMBT ISIN: KYG7315C1015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The SPAC Merger Proposal - To consider and Mgmt Against Against vote upon a proposal to approve by special resolution the merger of SPAC with and into Pivotal Merger Sub Company I, a Cayman Islands exempted company with limited liability and wholly owned subsidiary of Holdings (as defined below) ("Cayman Merger Sub"), with Cayman Merger Sub surviving the merger (the "SPAC Merger"), at the date and time at which the SPAC Merger becomes effective (the "SPAC Merger Effective Time") and to approve the plan of ..Due to space limits, see proxy material for full proposal. 2. The Company Merger Proposal - To consider Mgmt Against Against and vote upon a proposal to approve by ordinary resolution the merger of BVI Merger Sub with and into Swvl, with Swvl surviving the merger as a wholly owned subsidiary of Holdings (the "Company Merger"), on the Closing Date (which shall be at least one business day after the date of the SPAC Merger Effective Time) at the date and time at which the Company Merger becomes effective (the "Company Merger Effective Time") and to ..Due to space limits, see proxy material for full proposal. 3a. The Authorized Shares Proposal - To Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution and adopt a provision of the Holdings Public Company Articles to change the authorized share capital from the existing (a) 500,000,000 Class A ordinary shares, par value $0.0001 per share (b) 50,000,000 Class B ordinary shares, par value $0.0001 per share (c) 5,000,000 preference shares, par value $0.0001 per share, of SPAC to an authorized share capital consisting of ..Due to space limits, see proxy material for full proposal. 3b. The Voting Power Proposal - To consider and Mgmt Against Against vote upon a proposal to approve by ordinary resolution and adopt a provision of the Holdings Public Company Articles that will provide for one vote for each Holdings Common Share A held on all matters to be voted on by shareholders. 3c. The Ability to Bring Matters for Discussion Mgmt Against Against before a General Meeting Proposal - To consider and vote upon a proposal to approve by ordinary resolution and adopt a provision of the Holdings Public Company Articles that will provide that a notice of a general meeting of shareholders must include items for which a written request has been given (no later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the one-year anniversary ..Due to space limits, see proxy material for full proposal. 3d. The Number of Directors Proposal - To Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution and adopt a provision of the Holdings Public Company Articles that will limit the number of directors to nine, provided however that Holdings may, by resolution of its directors, increase or reduce the number of directors. 3e. The Election and Removal of Directors Mgmt Against Against Proposal - To consider and vote upon a proposal to approve by ordinary resolution and adopt a provision of the Holdings Public Company Articles pursuant to which any person properly nominated for election as a director may be appointed to the Holdings Board by a majority vote of the shareholders at a general meeting. In the interim between general meetings, the Holdings Board may, by resolution of directors, act to appoint any person to be a director. ..Due to space limits, see proxy material for full proposal. 3f. The Action by Written Consent of Mgmt Against Against Shareholders Proposal - To consider and vote upon a proposal to approve by ordinary resolution and adopt a provision of the Holdings Public Company Articles that will prohibit Holdings shareholders from taking any action by written consent. 3g. The Amendments to Governing Documents Mgmt Against Against Proposal - To consider and vote upon a proposal to approve by ordinary resolution and adopt a provision of the Holdings Public Company Articles that will require a resolution passed by a majority of not less than seventy-five (75) percent of the votes of all those entitled to vote in order to adopt any future amendment to the Holdings Public Company Articles, regardless of how many votes are actually cast. Alternatively, the Holdings Public Company Articles may be amended by a resolution of directors. 4. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal, if put, to approve by ordinary resolution the adjournment of the extraordinary general meeting of SPAC's shareholders to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the SPAC Merger Proposal, the Company Merger Proposal and the Advisory Organizational Documents Proposals. -------------------------------------------------------------------------------------------------------------------------- REDBALL ACQUISITION CORP. Agenda Number: 935652708 -------------------------------------------------------------------------------------------------------------------------- Security: G7417R105 Meeting Type: Special Meeting Date: 01-Jun-2022 Ticker: RBAC ISIN: KYG7417R1056 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. BCA Proposal - To consider and vote upon a Mgmt Against Against proposal to approve and adopt, by ordinary resolution, the Business Combination Agreement and Plan of Reorganization, dated as of October 13, 2021 (as amended from time to time, including by the First Amendment to Business Combination Agreement and Plan of Reorganization, dated December 12, 2021 (the "First Amendment") and the Second Amendment to Business Combination Agreement and Plan of Reorganization, dated March 28, 2022 (the "Second ...(due to space limits, see proxy material for full proposal). 2. Domestication Proposal - To consider and Mgmt Against Against vote upon a proposal to approve, by special resolution, the deregistration by way of continuation of RedBall as an exempted company in the Cayman Islands and the domestication of RedBall as a corporation in the State of Delaware (the "Domestication" and, together with the Mergers and the other transactions contemplated by the Business Combination Agreement, the "Business Combination"). Upon the effective time of the Domestication, RedBall will be renamed ...(due to space limits, see proxy material for full proposal). 3. Charter Proposal - To consider and vote Mgmt Against Against upon a proposal to approve, by special resolution, the replacement of the RedBall's Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the "Cayman Constitutional Documents"), currently in effect, with the proposed certificate of incorporation of New SeatGeek (the "Proposed Charter") (a copy of which is attached to the accompanying proxy statement/prospectus as Annex K), including the change of ...(due to space limits, see proxy material for full proposal). 4. Advisory Organizational Documents Proposal Mgmt Against Against A - To consider and vote upon a proposal to approve the change in the authorized capital stock of RedBall from 400,000,000 Class A ordinary shares, par value $0.0001 per share, 40,222,222 Class B ordinary shares, par value $0.0001 per share ("RedBall Class B ordinary shares") and 1,000,000 preference shares, par value $0.0001 per share, to 1,000,000,000 shares of common stock, par value $0.0001 per share, of New SeatGeek ("New SeatGeek common stock") ...(due to space limits, see proxy material for full proposal). 5. Advisory Organizational Documents Proposal Mgmt Against Against B - To consider and vote upon a proposal to authorize the board of directors of New SeatGeek (the "New SeatGeek Board") to issue any or all shares of New SeatGeek preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New SeatGeek Board and as may be permitted by the General Corporation Law of the State of Delaware (the "DGCL"). 6. Advisory Organizational Documents Proposal Mgmt Against Against C - To consider and vote upon a proposal to approve each of the following: (i) that the Court of Chancery of the State of Delaware (or any other court located in the State of Delaware if such court is not available) will be the exclusive forum for bringing certain legal claims against New SeatGeek or any of its directors, officers, employees or stockholders, including any derivative actions or claims for breach of fiduciary duty, violation of the ...(due to space limits, see proxy material for full proposal). 7. Director Election Proposal A - To consider Mgmt For For and vote upon a proposal to appoint, by ordinary resolution of the RedBall Class B ordinary shares, the two Class I directors, Richard H. Thaler and Lewis N. Wolff, who will serve as the Class I directors of RedBall until the earlier of the 2025 annual general meeting of shareholders, or the consummation of the Business Combination, each until such director's respective successor is duly appointed and qualified, subject to such director's earlier ...(due to space limits, see proxy material for full proposal). 8. Director Election Proposal B - To consider Mgmt Against Against and vote upon a proposal to elect, by ordinary resolution of the RedBall Class B ordinary shares, directors who, immediately following the consummation of the Business Combination, will be the directors of New SeatGeek (the "Director Election Proposal B"). 9. Stock Issuance Proposal - To consider and Mgmt Against Against vote upon a proposal to approve, by ordinary resolution, for purposes of complying with Section 312.03 of the NYSE Listed Company Manual, (i) the issuance of up to 6,500,000 shares of New SeatGeek common stock in the Backstop Subscription (as defined in the accompanying proxy statement/prospectus) pursuant to the Backstop Subscription Agreement and (ii) the issuance of up to 176,493,334 shares of New SeatGeek common stock (including the ...(due to space limits, see proxy material for full proposal). 10. Equity Incentive Plan Proposal - To Mgmt Against Against consider and vote upon a proposal to approve, by ordinary resolution, the New SeatGeek 2022 Equity Incentive Plan (as defined in the accompanying proxy statement/prospectus). 11. ESPP Proposal - To consider and vote upon a Mgmt Against Against proposal to approve by ordinary resolution the New SeatGeek 2022 Employee Stock Purchase Plan (as defined in the accompanying proxy statement/prospectus). 12. Adjournment Proposal - To consider and vote Mgmt Against Against upon a proposal to approve, by ordinary resolution, the adjournment of the extraordinary general meeting in lieu of annual general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting in lieu of annual general meeting. -------------------------------------------------------------------------------------------------------------------------- REDWIRE CORPORATION Agenda Number: 935638708 -------------------------------------------------------------------------------------------------------------------------- Security: 75776W103 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: RDW ISIN: US75776W1036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Peter Cannito Mgmt For For Kirk Konert Mgmt Withheld Against 2. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- REINVENT TECHNOLOGY PARTNERS Agenda Number: 935476160 -------------------------------------------------------------------------------------------------------------------------- Security: G7483N129 Meeting Type: Special Meeting Date: 05-Aug-2021 Ticker: RTP ISIN: KYG7483N1299 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The BCA Proposal - to consider and vote Mgmt Against Against upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of February 23, 2021 (the "Merger Agreement"), by and among RTP, RTP Merger Sub Inc. ("Merger Sub") and Joby Aero, Inc. ("Joby"), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Joby (the "Merger"), with Joby ...(due to space limits, see proxy statement for full proposal). 2. The Domestication Proposal - to consider Mgmt Against Against and vote upon a proposal to approve by special resolution, the change of RTP's jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication" and, together with the Merger, the "Business Combination") (the "Domestication Proposal"). 3. Organizational Documents Proposal A - to Mgmt Against Against authorize the change in the authorized share capital of RTP from 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preferred shares, par value $0.0001 per share, to 1,400,000,000 shares of common stock, par value $0.0001 per share, of Joby Aviation, Inc. (the "Joby Aviation common stock") and 100,000,000 shares of preferred stock, par value $0.0001 per share, of Joby Aviation (the "Joby Aviation preferred stock"). 4. Organizational Documents Proposal B - to Mgmt Against Against authorize the board of directors of Joby Aviation to issue any or all shares of Joby Aviation preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by Joby Aviation's board of directors and as may be permitted by the DGCL. 5. Organizational Documents Proposal C - to Mgmt Against Against provide that Joby Aviation's board of directors be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. 6. Organizational Documents Proposal D - to Mgmt Against Against authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation. 7. Organizational Documents Proposal E - to Mgmt Against Against authorize the election not to be governed by Section 203 of the DGCL, and instead, be governed by a provision substantially similar to Section 203 of the DGCL. 8. Organizational Documents Proposal F - to Mgmt Against Against authorize all other changes in connection with the amendment and replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which attached to the accompanying proxy statement/prospectus as Annex C and Annex D, respectively), including (1) changing the corporate name from "Reinvent Technology Partners" to ...(due to space limits, see proxy statement for full proposal). 9. The Director Election Proposal - to Mgmt Against Against consider and vote upon a proposal to elect directors who, upon consummation of the Business Combination, will be the directors of Joby Aviation (the "Director Election Proposal"). 10. The Stock Issuance Proposal - to consider Mgmt Against Against and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of Joby Aviation common stock to (a) the PIPE Investors, including the Sponsor Related PIPE Investors and the Joby PIPE Investors, pursuant to the PIPE Investment (as such terms are defined in the accompanying proxy statement/prospectus) and (b) the Joby Stockholders (including the holder of the Uber Note) pursuant to the Merger Agreement. 11. The Incentive Award Plan Proposal - to Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution, the Joby Aviation, Inc. 2021 Incentive Award Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex F. 12. The ESPP Proposal - to consider and vote Mgmt Against Against upon a proposal to approve by ordinary resolution, the Joby Aviation, Inc. 2021 Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex G. 13. The Adjournment Proposal - to consider and Mgmt Against Against vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. -------------------------------------------------------------------------------------------------------------------------- REINVENT TECHNOLOGY PARTNERS Y Agenda Number: 935508246 -------------------------------------------------------------------------------------------------------------------------- Security: G7484L106 Meeting Type: Special Meeting Date: 02-Nov-2021 Ticker: RTPY ISIN: KYG7484L1068 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The BCA Proposal - to consider and vote Mgmt Against Against upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of July 14, 2021 (the "Merger Agreement"), by and among RTPY, RTPY Merger Sub Inc. ("Merger Sub") and Aurora Innovation, Inc. ("Aurora"), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Aurora (the "Merger"), with Aurora ...(due to space limits, see proxy statement for full proposal). 2. The Domestication Proposal - to consider Mgmt Against Against and vote upon a proposal to approve by special resolution the change of RTPY's jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication" and, together with the Merger, the "Business Combination") (the "Domestication Proposal"). 3. Organizational Documents Proposal A - to Mgmt Against Against authorize the change in the authorized share capital of RTPY from 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share (the "Class B ordinary shares" and, together with the Class A ordinary shares, the "ordinary shares"), and 5,000,000 preferred shares, par value $0.0001 per share, to 50,000,000,000 shares of Class A common stock, par value $0.0001 per share, of Aurora Innovation ...(due to space limits, see proxy statement for full proposal). 4. Organizational Documents Proposal B - to Mgmt Against Against authorize the Aurora Innovation Board to issue any or all shares of Aurora Innovation preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Aurora Innovation Board and as may be permitted by the DGCL. 5. Organizational Documents Proposal C - to Mgmt Against Against provide that the Aurora Innovation Board be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term ("Organizational Documents Proposal C"). 6. Organizational Documents Proposal D - to Mgmt Against Against authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation. 7. Organizational Documents Proposal E - to Mgmt Against Against authorize a dual class common stock structure pursuant to which holders of Aurora Innovation Class A common stock will be entitled to cast one vote per share of Aurora Innovation Class A common stock and holders of shares of Aurora Innovation Class B common stock will be entitled to cast 10 votes per share of Aurora Innovation Class B common stock on each matter properly submitted to Aurora Innovation stockholders entitled to vote. 8. Organizational Documents Proposal F - to Mgmt Against Against authorize all other changes in connection with the amendment and replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to the accompanying proxy statement/prospectus as Annex C and Annex D, respectively), including (1) changing the corporate name from "Reinvent Technology Partners Y" to "Aurora ...(due to space limits, see proxy statement for full proposal). 9. The Director Election Proposal - with Mgmt Against Against respect to the holders of RTPY Class B ordinary shares only, to consider and vote upon a proposal to approve by ordinary resolution the election of directors who, upon consummation of the Business Combination, will be the directors of Aurora Innovation. 10. The Stock Issuance Proposal - to consider Mgmt Against Against and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, (i) the issuance of Aurora Innovation Class A common stock to (a) the PIPE Investors, including the Sponsor Related PIPE Investor and the Aurora PIPE Investors, pursuant to the PIPE Investment and (b) the Aurora Stockholders pursuant to the Merger Agreement and (ii) the potential issuance of RTPY ...(due to space limits, see proxy statement for full proposal). 11. The Incentive Award Plan Proposal - to Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution, the Aurora Innovation, Inc. 2021 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E (the "Incentive Award Plan Proposal"). 12. The Adjournment Proposal - to consider and Mgmt Against Against vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of proposal Nos. 1 through 11 at the extraordinary general meeting. -------------------------------------------------------------------------------------------------------------------------- REINVENT TECHNOLOGY PARTNERS Z Agenda Number: 935474685 -------------------------------------------------------------------------------------------------------------------------- Security: G74847107 Meeting Type: Special Meeting Date: 29-Jul-2021 Ticker: RTPZ ISIN: KYG748471078 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The BCA Proposal - to consider and vote Mgmt Against Against upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of March 3, 2021 (the "Merger Agreement"), by and among RTPZ, RTPZ Merger Sub Inc. ("Merger Sub") and Hippo Enterprises Inc. ("Hippo"), a copy of which is attached to the proxy statement/prospectus statement as Annex A. The Merger Agreement provides that, among other things, in accordance with the terms and subject to the conditions of the Merger Agreement ...(due to space limits, see proxy statement for full proposal). 2. The Domestication Proposal - to consider Mgmt Against Against and vote upon a proposal to approve by special resolution, the change of RTPZ's jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication" and, together with the Mergers, the "Business Combination") (the "Domestication Proposal"). 3. Organizational Documents Proposal A - to Mgmt Against Against authorize the change in the authorized capital stock of RTPZ from 500,000,000 Class A ordinary shares, par value $0.0001 per share (the "RTPZ Class A ordinary shares"), 50,000,000 Class B ordinary shares, par value $0.0001 per share (the "Class B ordinary shares" and, together with the Class A ordinary shares, the "ordinary shares"), and 5,000,000 preferred shares, par value $0.0001 per share (the "RTPZ preferred shares"), to [ ] shares of common stock, ...(due to space limits, see proxy statement for full proposal). 4. Organizational Documents Proposal B - to Mgmt Against Against authorize the board of directors of Hippo Holdings to issue any or all shares of Hippo Holdings preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by Hippo Holdings' board of directors and as may be permitted by the DGCL ("Organizational Documents Proposal B"). 5. Organizational Documents Proposal C - to Mgmt Against Against provide that Hippo Holdings board of directors be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term ("Organizational Documents Proposal C"). 6. Organizational Documents Proposal D - to Mgmt Against Against authorize all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to the proxy statement/prospectus as Annex B and Annex C, respectively), including (1) changing the corporate name from "Reinvent Technology Partners Z" to "Hippo Holdings Inc.", (2) ...(due to space limits, see proxy statement for full proposal). 7. The Director Election Proposal - for Mgmt Abstain Against holders of RTPZ Class B ordinary shares, to consider and vote upon a proposal to elect 8 directors who, upon consummation of the Business Combination, will be the directors of Hippo Holdings (the "Director Election Proposal". 8. The Share Issuance Proposal - to consider Mgmt Against Against and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of Hippo Holdings common stock to (a) the PIPE Investors, including the Sponsor Related PIPE Investors and the Hippo PIPE Investors, pursuant to the PIPE Investment and (b) the Hippo stockholders pursuant to the Merger Agreement (the "Share Issuance Proposal"). 9. The Incentive Award Plan Proposal - to Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution, the Hippo Holdings Inc. 2021 Incentive Award Plan attached to the proxy statement/prospectus as Annex D (the "Incentive Award Plan Proposal"). 10. The ESPP Proposal - to consider and vote Mgmt Against Against upon a proposal to approve by ordinary resolution, the Hippo Holdings Inc. 2021 Employee Stock Purchase Plan attached to the proxy statement/prospectus as Annex E (the "ESPP Proposal"). 11. The Adjournment Proposal - to consider and Mgmt Against Against vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the "Adjournment Proposal"). -------------------------------------------------------------------------------------------------------------------------- REPAY HOLDINGS CORPORATION Agenda Number: 935474306 -------------------------------------------------------------------------------------------------------------------------- Security: 76029L100 Meeting Type: Annual Meeting Date: 18-Aug-2021 Ticker: RPAY ISIN: US76029L1008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Robert H. Hartheimer Mgmt Withheld Against Maryann Goebel Mgmt Withheld Against 2. To approve, on a non-binding advisory Mgmt For For basis, the compensation of our named executive officers (as defined in the Proxy Statement). 3. To approve, on a non-binding advisory Mgmt 1 Year For basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers. 4. To ratify the appointment of Grant Mgmt For For Thornton, LLP as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2021. 5. To approve our 2021 Employee Stock Purchase Mgmt For For Plan. -------------------------------------------------------------------------------------------------------------------------- REPAY HOLDINGS CORPORATION Agenda Number: 935647543 -------------------------------------------------------------------------------------------------------------------------- Security: 76029L100 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: RPAY ISIN: US76029L1008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Class III Director for terms Mgmt For For expiring at the 2023 Annual Meeting (if Proposal Five is approved) or at the 2025 Annual Meeting (if Proposal Five is not approved): William Jacobs 1.2 Election of Class III Director for terms Mgmt For For expiring at the 2023 Annual Meeting (if Proposal Five is approved) or at the 2025 Annual Meeting (if Proposal Five is not approved): Peter J. Kight 1.3 Election of Class III Director for terms Mgmt For For expiring at the 2023 Annual Meeting (if Proposal Five is approved) or at the 2025 Annual Meeting (if Proposal Five is not approved): John Morris 2. To approve, on a non-binding advisory Mgmt For For basis, the compensation of our named executive officers 3. To ratify the appointment of Grant Mgmt For For Thornton, LLP as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2022 4. To approve and adopt an amendment and Mgmt For For restatement of our Omnibus Incentive Plan 5. To approve and adopt an amendment to our Mgmt For For Certificate of Incorporation to declassify the Board of Directors 6. To approve and adopt an amendment to our Mgmt For For Certificate of Incorporation to remove certain supermajority voting requirements -------------------------------------------------------------------------------------------------------------------------- REVOLUTION ACCELERATION ACQUISITION CORP Agenda Number: 935469468 -------------------------------------------------------------------------------------------------------------------------- Security: 76156P106 Meeting Type: Special Meeting Date: 20-Jul-2021 Ticker: RAAC ISIN: US76156P1066 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against approve the Agreement and Plan of Merger, dated as of February 23, 2021, by and among Revolution Acceleration Acquisition Corp (the "Company"), Pickup Merger Corp and Berkshire Grey, Inc., and approve the transactions contemplated thereby (such transactions, the "Business Combination"). 2. The Nasdaq Proposal - To approve, for Mgmt Against Against purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance of shares of Class A common stock of the Company in connection with the Business Combination. 3. The Charter Proposals - To approve the Mgmt Against Against proposed third amended and restated certificate of incorporation of the Company, which will replace the second amended and restated certificate of incorporation of the Company upon closing of the Business Combination. 4A. Perpetual Existence, Name Change and SPAC Mgmt Against Against Provisions - To make the Company's corporate existence perpetual as opposed to the current Company's corporate existence, which is required to be dissolved and liquidated 24 months following the closing of the Company's initial public offering if it does not complete an initial business combination, to change the name of the Company from Revolution Acceleration Acquisition Corp to Berkshire Grey, Inc. and to remove from the second amended and restated ...(due to space limits, see proxy statement for full proposal). 4B. Authorized Shares - To increase the number Mgmt Against Against of authorized shares of Company Class A common stock from 75,000,000 to 385,000,000. 4C. Classified Board - To provide that there Mgmt Against Against shall be three classes of directors serving staggered terms, with the terms of Class I, Class II and Class III directors expiring at the annual meeting of stockholders to be held in 2022, 2023 and 2024, respectively, and each term expiring three years thereafter, in each case. 4D. Removal of Ability to Act by Written Mgmt Against Against Consent - To provide that no action shall be taken by stockholders except at an annual or special meeting of the stockholders. 4E. Voting Thresholds Charter Amendment - To Mgmt Against Against provide that certain amendments to provisions of the third amended and restated certificate of incorporation will require the approval of at least two-thirds of the Company's then-outstanding shares of capital stock entitled to vote on such amendment. 4F. Voting Thresholds Bylaws Amendment - To Mgmt Against Against provide that certain amendments to the Company's bylaws will require the approval of at least two-thirds of the then-outstanding shares of capital stock entitled to vote on such amendment, provided that if the board of directors recommends such approval, such amendment will only require the approval of at least a majority of then- outstanding shares of capital stock entitled to vote on such amendment. 4G. Opt-Out of DGCL 203 - To provide that the Mgmt Against Against Company shall not be governed by Section 203 of the General Corporation Law of the State of Delaware. 5. The Incentive Plan Proposal - To approve Mgmt Against Against and adopt the 2021 Incentive Equity Plan of the Company, including the authorization of the initial share reserve thereunder. 6.1 Election of Director until 2023 Annual Mgmt For For General Meeting: John K. Delaney 6.2 Election of Director until 2023 Annual Mgmt For For General Meeting: Stephen M. Case 6.3 Election of Director until 2023 Annual Mgmt For For General Meeting: Steven A. Museles 6.4 Election of Director until 2023 Annual Mgmt For For General Meeting: Phyllis R. Caldwell 6.5 Election of Director until 2023 Annual Mgmt For For General Meeting: Jason M. Fish 7A. Election of Class I Director until 2022: Mgmt For For Fiona P. Dias 7B. Election of Class I Director until 2022: Mgmt For For Serena Wolfe 7C. Election of Class II Director until 2023: Mgmt For For Peter Barri 7D. Election of Class II Director until 2023: Mgmt For For Sven Strohband 7E. Election of Class III Director until 2024: Mgmt For For Thomas Wagner 7F. Election of Class III Director until 2024: Mgmt For For John K. Delaney 8. The Adjournment Proposal - To adjourn the Mgmt Against Against special meeting in lieu of the 2021 annual meeting of the stockholders of the Company (the "Special Meeting") to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Incentive Plan Proposal, the Existing Director Election ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- RICE ACQUISITION CORP. Agenda Number: 935485436 -------------------------------------------------------------------------------------------------------------------------- Security: 762594109 Meeting Type: Special Meeting Date: 09-Sep-2021 Ticker: RICE ISIN: US7625941098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. A proposal (the "Aria Business Combination Mgmt For For Proposal") to approve & adopt the Business Combination Agreement, dated as of April 7, 2021, as amended, by & among Rice Acquisition Corp. ("RAC") & Aria Energy LLC, among others, a copy of which is attached to the accompanying proxy statement (the "Aria Merger Agreement"), & approve transactions contemplated thereby ("Aria Merger"). 1B. A proposal ("Archaea Business Combination Mgmt For For Proposal" & together with Aria Business Combination Proposal, "Business Combination Proposal") to approve & adopt Business Combination Agreement, dated as of April 7, 2021, as amended, by & among RAC & Archaea Energy LLC, among others, a copy of which is attached to accompanying proxy statement ("Archaea Merger Agreement"), & approve transactions contemplated thereby ("Archaea Merger" & collectively with Aria Merger, "Business Combinations"). 2. A proposal (the "NYSE Proposal") to Mgmt For For approve, assuming the Business Combination Proposal is approved & adopted, for purposes of complying with NYSE rules, the issuance by RAC of more than 20% of its issued & outstanding shares of Common Stock. 3. A proposal to approve & adopt, assuming the Mgmt Against Against Business Combination Proposal & the NYSE Proposal are approved & adopted, the Amended & Restated Certificate of Incorporation of the Combined Company (the "Combined Company Charter"). 3A. A proposal to approve, on a non-binding Mgmt Against Against advisory basis, an increase in the total number of authorized shares of all classes of capital stock to 1,100,000,000 shares, consisting of (i) 900,000,000 shares of Class A Common Stock, (ii) 190,000,000 shares of Class B Common Stock & (iii) 10,000,000 shares of preferred stock. 3B. A proposal to approve, on a non-binding Mgmt For For advisory basis, the U.S. federal district courts as the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933. 3C. A proposal to approve, on a non-binding Mgmt For For advisory basis, the removal of provisions in RAC's current certificate of incorporation related to RAC's status as a blank check company. 4. DIRECTOR J. Kyle Derham Mgmt For For Dr. Kathryn Jackson Mgmt For For Joseph Malchow Mgmt For For Scott Parkes Mgmt For For Daniel Joseph Rice, IV Mgmt Withheld Against Nicholas Stork Mgmt For For James Torgerson Mgmt For For 5. A proposal to approve & adopt, assuming the Mgmt Against Against Business Combination Proposal, the NYSE Proposal & the Charter Proposal are approved & adopted, the Archaea Energy Inc. 2021 Incentive Plan. 6. A proposal to adjourn the Special Meeting, Mgmt For For if necessary or appropriate, to permit further solicitation & vote of proxies in connection with the approval of proposals. -------------------------------------------------------------------------------------------------------------------------- RMG ACQUISITION CORPORATION II Agenda Number: 935479267 -------------------------------------------------------------------------------------------------------------------------- Security: G76083107 Meeting Type: Special Meeting Date: 16-Aug-2021 Ticker: RMGB ISIN: KYG760831076 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Business Combination Proposal - RESOLVED, Mgmt Against Against as an ordinary resolution, that the Business Combination Agreement, dated as of February 24, 2021 (as amended on May 17, 2021, the "Business Combination Agreement") by and among RMG II, ReNew Power Private Limited, a company with limited liability incorporated under the laws of India ("ReNew India"), Philip Kassin, solely in the capacity as the representative for the shareholders of RMG II ("RMG II Representative"), ReNew Energy Global plc (formerly ... (due to space limits, see proxy statement for full proposal). 2. Merger Proposal - RESOLVED, as a special Mgmt Against Against resolution, that: 2a. RMG II be authorized to merge with Merger Sub so that RMG II be the surviving company and all the undertakings, property and liabilities of Merger Sub vest in RMG II by virtue of the merger pursuant to the Companies Act (As Revised) of the Cayman Islands; 2b. the Plan of Merger in the form annexed to the proxy statement/prospectus in respect of the extraordinary general meeting as Annex B (the "Plan of Merger") be authorized, ...(due to space limits, see proxy statement for full proposal). 3. Memorandum and Articles of Association Mgmt Against Against Proposal - RESOLVED, as a special resolution, that upon the Effective Date (as defined in the Plan of Merger): 3a. the authorized share capital of RMG II be changed as follows: from $55,500 divided into 500,000,000 Class A ordinary shares of a par value of $0.0001 each, 50,000,000 Class B ordinary shares of a par value of $0.0001 each and 5,000,000 preference shares of a par value of $0.0001 each to $50,000 divided into 500,000,000 shares of a par value ...(due to space limits, see proxy statement for full proposal). 4. Adjournment Proposal - RESOLVED, as an Mgmt Against Against ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates to be determined by the chairman of the general meeting, if necessary, to permit further solicitation and vote of proxies be confirmed, ratified and approved in all respects. -------------------------------------------------------------------------------------------------------------------------- ROCKET LAB USA, INC. Agenda Number: 935639469 -------------------------------------------------------------------------------------------------------------------------- Security: 773122106 Meeting Type: Annual Meeting Date: 23-Jun-2022 Ticker: RKLB ISIN: US7731221062 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class I Director for terms Mgmt Withheld Against expiring in 2025: Jon Olson 1b. Election of Class I Director for terms Mgmt Withheld Against expiring in 2025: Merline Saintil 1c. Election of Class I Director for terms Mgmt Withheld Against expiring in 2025: Alex Slusky 2. To ratify the appointment of Deloitte & Mgmt For For Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- ROCKLEY PHOTONICS HOLDINGS LIMITED Agenda Number: 935584006 -------------------------------------------------------------------------------------------------------------------------- Security: G7614L109 Meeting Type: Annual Meeting Date: 16-May-2022 Ticker: RKLY ISIN: KYG7614L1095 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Brian Blaser Mgmt For For 1.2 Election of Director: Pamela Puryear Mgmt For For 2. Ratification of appointment of Ernst and Mgmt For For Young LLP as the Company's independent registered public accounting firm. -------------------------------------------------------------------------------------------------------------------------- RODGERS SILICON VALLEY ACQUISITION Agenda Number: 935468187 -------------------------------------------------------------------------------------------------------------------------- Security: 774873103 Meeting Type: Special Meeting Date: 12-Jul-2021 Ticker: RSVA ISIN: US7748731038 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1) THE BUSINESS COMBINATION PROPOSAL - TO Mgmt No vote ADOPT AND APPROVE THE MERGER AGREEMENT, (THE "MERGER AGREEMENT"), AMONG RSVAC, RSVAC MERGER SUB INC., ("MERGER SUB"), AND ENOVIX CORPORATION, A DELAWARE CORPORATION ("ENOVIX"). 1A) INTENTION TO EXERCISE REDEMPTION RIGHTS, Mgmt No vote PLEASE CHECK 'FOR' BOX. CHECKING THIS BOX, HOWEVER, IS NOT SUFFICIENT TO EXERCISE YOUR REDEMPTION RIGHTS. YOU MUST COMPLY WITH THE PROCEDURES SET 2) The Nasdaq Proposal - to consider and vote Mgmt No vote upon a proposal to approve (a) the issuance of 105,000,000 shares of Common Stock to the Enovix Equityholders and (b) the issuance and sale of 12,500,000 shares of Common Stock in the private offering of securities to certain investors in connection with the business combination. 3) The Charter Amendment Proposal - to approve Mgmt No vote and adopt the replacement of the Current Charter with the amended and restated certificate of incorporation in the form attached to this proxy statement/prospectus as Annex B. 4A) Advisory Charter Proposal A - authorize the Mgmt No vote issuance of up to 1,000,000,000 shares of common stock, par value $0.0001 per share. 4B) Advisory Charter Proposal B - authorize the Mgmt No vote issuance of up to 10,000,000 shares of "blank check" preferred stock, the rights, preferences and privileges of which may be designated from time to time by the Combined Entity's Board to increase the number of outstanding shares and discourage a takeover attempt. 4C) Advisory Charter Proposal C - that the Mgmt No vote Proposed Certificate of Incorporation will be silent on the issue of the application of the doctrine of corporate opportunity. 4D) Advisory Charter Proposal D - provide that Mgmt No vote any amendment to certain provisions of the Proposed Certificate of Incorporation will require the approval of the holders of at least 66 2/3% of the Combined Entity's then-outstanding shares of capital stock entitled to vote generally at an election of directors. 4E) Advisory Charter Proposal E - provide that Mgmt No vote any amendment to the Combined Entity's bylaws will require the approval of the holders of at least 66 2/3% of the Combined Entity's then- outstanding shares of capital stock entitled to vote generally at an election of directors. 5) The Equity Incentive Plan Proposal - to Mgmt No vote approve the 2021 Equity Incentive Plan, a copy of which is appended to this proxy statement/prospectus as Annex C, which will be assumed by the combined company in connection with the Business Combination. 6) The ESPP Proposal - to approve the 2021 Mgmt No vote Employee Stock Plan, a copy of which is appended to this proxy statement/prospectus as Annex D, which will be assumed by the combined company in connection with the Business Combination. 7) The Adjournment Proposal - to consider and Mgmt No vote vote upon a proposal to approve the adjournment of the Special Meeting by the chairman thereof to a later date, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve Proposals 1, 2, 3, 4, 5 or 6. A) I hereby certify that I am not acting in Mgmt No vote concert, or as a "group" (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), with any other stockholder with respect to the common stock of RSVAC owned by me. I further certify that I am not exercising Redemption Rights with respect to 20% or more of RSVAC Common Stock. -------------------------------------------------------------------------------------------------------------------------- ROMAN DBDR TECH ACQUISITION CORP Agenda Number: 935531295 -------------------------------------------------------------------------------------------------------------------------- Security: 77584N101 Meeting Type: Special Meeting Date: 23-Dec-2021 Ticker: DBDR ISIN: US77584N1019 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Business Combination Proposal - To approve Mgmt Against Against the Agreement and Plan of Merger, dated as of April 19, 2021, and as amended as of May 25, 2021, or the "Merger Agreement", by and among Roman DBDR, CompoSecure Holdings, L.L.C., ("CompoSecure"), Roman Parent Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Roman DBDR (the "Merger Sub") and LLR Equity Partners IV, L.P., a Delaware limited partnership ("Member Representative"), and the transactions contemplated ... (due to space limits, see proxy statement for full proposal). 2. Nasdaq Stock Issuance Proposal - To Mgmt Against Against approve, assuming the Business Combination Proposal is approved and adopted, for purposes of complying with the applicable provisions of Nasdaq Stock Exchange Listing Rule 5635 (each, a "Nasdaq Listing Rule"), (a) the issuance of up to 49,195,000 (assuming no redemption) or 63,919,627 (assuming maximum redemption) of newly issued shares of Roman DBDR Class B Common Stock, par value $0.0001 per share (the "Roman DBDR Class B Common Stock") in the ...(due to space limits, see proxy statement for full proposal). 3. Governing Documents Proposal - To approve, Mgmt Against Against assuming the Business Combination Proposal is approved and adopted, a proposed second amended and restated certificate of incorporation (the "Proposed Charter"), which will amend and restate the current Amended and Restated Certificate of Incorporate of Roman DBDR, dated November 5, 2020 (the "Current Charter") and a proposed second amended and restated bylaws (the "Proposed Bylaws"), which will amend and restate the current bylaws (the "Current Bylaws"), ... (due to space limits, see proxy statement for full proposal). 4A. Advisory Charter Proposal - To approve, on Mgmt Against Against a non-binding advisory basis, the material differences between the Proposed Charter and the Current Charter: To increase the authorized shares of Class A Common Stock to 250,000,000 shares. 4B. Advisory Charter Proposal - To approve, on Mgmt Against Against a non-binding advisory basis, the material differences between the Proposed Charter and the Current Charter: To increase the authorized shares of "blank check" preferred stock that the Combined Entity's board of directors could issue to raise capital and/or to discourage a takeover attempt to 10,000,000 shares. 4C. Advisory Charter Proposal - To approve, on Mgmt Against Against a non-binding advisory basis, the material differences between the Proposed Charter and the Current Charter: To provide that amendments to provisions of the Proposed Charter will require the approval of at least a majority of the Combined Entity's then-outstanding shares of capital stock entitled to vote on such amendment. 4D. Advisory Charter Proposal - To approve, on Mgmt Against Against a non-binding advisory basis, the material differences between the Proposed Charter and the Current Charter: To provide holders of any then outstanding Preferred Stock the right, voting separately by class or series, to elect one or more directors. 4E. Advisory Charter Proposal - To approve, on Mgmt Against Against a non-binding advisory basis, the material differences between the Proposed Charter and the Current Charter: To limit action required or permitted to be taken by the stockholders of the Combined Company only to annual meetings or special meetings by eliminating the right for actions to be taken by written consent. 4F. Advisory Charter Proposal - To approve, on Mgmt Against Against a non-binding advisory basis, the material differences between the Proposed Charter and the Current Charter: (i) To change the corporate name from "Roman DBDR Tech Acquisition Corp." to "CompoSecure, Inc.", (ii) to make the Combined Entity's corporate existence perpetual as opposed to Roman DBDR's corporate existence, which is presently required to be dissolved and liquidated 18 months following the closing of its initial public offering and to ... (due to space limits, see proxy statement for full proposal). 4G. Advisory Charter Proposal - To approve, on Mgmt Against Against a non-binding advisory basis, the material differences between the Proposed Charter and the Current Charter: To provide that any amendment by stockholders to the Proposed By-laws will require the approval of at least a majority of the Combined Entity's then- outstanding shares of capital stock entitled to vote such amendment. 5. Director Election Proposal - To elect, Mgmt Against Against assuming the Business Combination Proposal is approved and adopted, seven directors to serve staggered terms on the Combined Entity's board of directors until the 2022, 2023 and 2024 annual meeting of stockholders, respectively, and until their respective successors are duly elected and qualified. 6. Equity Incentive Plan Proposal - To Mgmt Against Against approve, assuming the Business Combination Proposal is approved and adopted, the 2021 Equity Incentive Plan (the "Equity Incentive Plan"), which will become effective the day prior to the Closing. 7. ESPP Proposal - To approve, assuming the Mgmt Against Against Business Combination Proposal is approved and adopted, the 2021 Employee Stock Purchase Plan (the "ESPP"), which will become effective the day prior to the Closing. 8. Adjournment Proposal - To approve a Mgmt Against Against proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Governing Documents Proposal, the Advisory Charter Proposals, the Director Election Proposal, the Incentive Plan Proposal or the ESPP ... (due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- ROMEO POWER, INC. Agenda Number: 935620903 -------------------------------------------------------------------------------------------------------------------------- Security: 776153108 Meeting Type: Annual Meeting Date: 30-Jun-2022 Ticker: RMO ISIN: US7761531083 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Susan S. Brennan Mgmt For For Lauren Webb Mgmt For For Robert S. Mancini Mgmt For For Donald S. Gottwald Mgmt Withheld Against Laurene Horiszny Mgmt For For Philip Kassin Mgmt For For Timothy E. Stuart Mgmt Withheld Against Paul S. Williams Mgmt Withheld Against 2. To ratify the selection of Deloitte & Mgmt For For Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. To approve, on an advisory basis, the Mgmt Against Against compensation of our named executive officers. 4. To approve, on an advisory basis, the Mgmt 1 Year For frequency of future non-binding advisory stockholder votes on the compensation of our named executive officers. 5. To approve, for purposes of complying with Mgmt For For Section 312.03(c) of the New York Stock Exchange Listed Company Manual, the issuance of our common stock to YA II PN, Ltd. in excess of the exchange cap of the Standby Equity Purchase Agreement included as Appendix A to the proxy statement. 6. To approve an amendment to our Second Mgmt For For Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock from 250,000,000 to 350,000,000. -------------------------------------------------------------------------------------------------------------------------- ROTOR ACQUISITION CORP. Agenda Number: 935483456 -------------------------------------------------------------------------------------------------------------------------- Security: 77879W105 Meeting Type: Special Meeting Date: 15-Sep-2021 Ticker: ROT ISIN: US77879W1053 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Business Combination Proposal - Proposal to Mgmt Against Against adopt the Merger Agreement, dated as of April 5, 2021, by and among the Company, Rotor Merger Sub Corp., a wholly owned subsidiary of the Company ("Merger Sub"), and Sarcos Corp. ("Sarcos"), a copy of which is attached as Annex A to the Proxy Statement, and approve the transactions contemplated thereby, including the merger of Sarcos with and into Merger Sub with Sarcos continuing as a wholly owned subsidiary of the Company. Approval of the Business ...(due to space limits, see proxy statement for full proposal). 2. NYSE Proposal - Proposal to approve, for Mgmt Against Against purposes of complying with applicable NYSE Listing Rules, the issuance of more than 20% of the Company's issued and outstanding Common Stock in connection with the Business Combination and the PIPE Financing. Approval of the Business Combination Proposal, NYSE Proposal and Charter Approval Proposal are each cross-conditioned on the approval of the others at the Special Meeting. Therefore, if either of the Business Combination Proposal or Charter Approval Proposal is not approved, the NYSE Proposal will have no effect. 3. Charter Approval Proposal - Proposal to Mgmt Against Against adopt the Second Amended and Restated Certificate of Incorporation of the Company in the form attached as Annex B to the Proxy Statement. Approval of the Business Combination Proposal, NYSE Proposal and Charter Approval Proposal are each cross-conditioned on the approval of the others at the Special Meeting. Therefore, if either of the Business Combination Proposal or NYSE Proposal is not approved, the Charter Approval Proposal will have no effect. 4A. Increase in Authorized Stock - Proposal to Mgmt Against Against change the capital structure of the Company from (i) 70,000,000 Class A Common Stock, 12,500,000 Class B Common Stock and 1,000,000 preferred stock, each par value $0.0001 per share, to (ii) 990,000,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, each par value $0.0001 per share. The single class of common stock of the Company is entitled to one vote for each share of Common Stock held of record by such holder on all matters on ...(due to space limits, see proxy statement for full proposal). 4B. Adoption of Supermajority Vote Requirement Mgmt Against Against to Amend the Second Amended and Restated Certificate of Incorporation - Proposal to require at least 66 2/3% of the voting power of all the then- outstanding shares of capital stock entitled to vote generally in the election of directors will be required for stockholders, voting as a single class, for the amendment, repeal or modification of the following provisions of the Second Amended and Restated Certificate of Incorporation of the Company: (i) ...(due to space limits, see proxy statement for full proposal). 4C. Removal of Directors - Proposal to provide Mgmt Against Against that, subject to the rights of the holders of any outstanding series of preferred stock, any director or the entire board of directors, may be removed, for cause, by the affirmative vote of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon. 4D. Action by Written Consent of Stockholders - Shr Against Against Proposal to eliminate the right of stockholders to act by written consent. 5. DIRECTOR Benjamin G. Wolff Mgmt Withheld Against Brian D. Finn Mgmt Withheld Against Peter Klein Mgmt Withheld Against Laura J. Peterson Mgmt Withheld Against Eric T. Olson Mgmt Withheld Against Dennis Weibling Mgmt Withheld Against Matthew Shigenobu Muta Mgmt Withheld Against Priya Balasubramaniam Mgmt Withheld Against 6. Incentive Plan Proposal - Proposal to Mgmt Against Against approve the Incentive Plan, including the authorization of the initial share reserve under the Incentive Plan in the form attached as Annex E to the Proxy Statement. The Incentive Plan Proposal is conditioned on the approval of each of the Business Combination Proposal, NYSE Proposal, and the Charter Approval Proposal. Therefore, if each of the Business Combination Proposal, NYSE Proposal, and the Charter Approval Proposal is not approved, the Incentive Plan Proposal will have no effect. 7. Employee Stock Purchase Plan Proposal - Mgmt Against Against Proposal to approve the Employee Stock Purchase Plan, including the authorization of the initial share reserve under the Employee Stock Purchase Plan in the form attached as Annex F to the Proxy Statement. The Employee Stock Purchase Plan Proposal is conditioned on the approval of each of the Business Combination Proposal, NYSE Proposal, and the Charter Approval Proposal. Therefore, if each of the Business Combination Proposal, NYSE Proposal, and the ...(due to space limits, see proxy statement for full proposal). 8. Adjournment Proposal - A proposal to Mgmt Against Against adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the NYSE Proposal, the Charter Approval Proposal, the Governance Proposal, the Director Election Proposal, the Incentive Plan Proposal or the Employee Stock Purchase Plan Proposal. The Adjournment Proposal is not ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- ROVER GROUP INC. Agenda Number: 935636689 -------------------------------------------------------------------------------------------------------------------------- Security: 77936F103 Meeting Type: Annual Meeting Date: 15-Jun-2022 Ticker: ROVR ISIN: US77936F1030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Aaron Easterly Mgmt Withheld Against Venky Ganesan Mgmt Withheld Against 2. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- RUSH STREET INTERACTIVE, INC. Agenda Number: 935636805 -------------------------------------------------------------------------------------------------------------------------- Security: 782011100 Meeting Type: Annual Meeting Date: 02-Jun-2022 Ticker: RSI ISIN: US7820111000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Leslie Bluhm Mgmt Withheld Against James Gordon Mgmt Withheld Against Richard Schwartz Mgmt Withheld Against 2. Ratification of the appointment of Mgmt For For WithumSmith+Brown, PC as our independent registered public accounting firm for 2022. -------------------------------------------------------------------------------------------------------------------------- SANDBRIDGE ACQUISITION CORP CLASS A Agenda Number: 935467224 -------------------------------------------------------------------------------------------------------------------------- Security: 799793104 Meeting Type: Special Meeting Date: 14-Jul-2021 Ticker: SBG ISIN: US7997931040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Business Combination Proposal - to approve Mgmt Against Against the business combination agreement, dated as of February 15, 2021 (as may be amended and/or restated from time to time, the "Business Combination Agreement"), by and among Sandbridge Acquisition Corporation ("Sandbridge"), Project Olympus Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Sandbridge ("Merger Sub"), and Owlet Baby Care Inc., a Delaware corporation ("Owlet"), and the transactions contemplated thereby, pursuant ...(due to space limits, see proxy statement for full proposal). 2. The Charter Amendment Proposal, including Mgmt Against Against the Advisory Charter Amendment Proposals - to approve, assuming Proposal 1 is approved and adopted, the proposed amended and restated certificate of incorporation of Sandbridge (the "Proposed Charter"), which will replace Sandbridge's amended and restated certificate of incorporation, dated September 14, 2020 (the "Current Charter"), and which will be in effect as of the Effective Time (we refer to such proposal as the "Charter ... (due to space limits, see proxy statement for full proposal). 2A. Advisory Charter Amendment Proposal A -- Mgmt Against Against Upon the effectiveness of the Proposed Charter, Sandbridge will be renamed Owlet, Inc. ("New Owlet") and will be authorized to issue 1,100,000,000 shares of capital stock, consisting of (i) 1,000,000,000 shares of New Owlet common stock, par value $0.0001 per share and (ii) 100,000,000 shares of undesignated preferred stock, par value $0.0001 per share, as opposed to the Current Charter, which authorizes Sandbridge to issue 111,000,000 shares of capital ... (due to space limits, see proxy statement for full proposal). 2B. Advisory Charter Amendment Proposal B -- Mgmt Against Against Under the Proposed Charter, New Owlet will remove the provisions regarding New Owlet not being governed by Section 203 of the General Corporation Law of the State of Delaware relating to takeovers by interested stockholders. 2C. Advisory Charter Amendment Proposal C -- Mgmt Against Against Under the Proposed Charter, in addition to any vote required by Delaware law, Part B of Article IV, Article V, Article VI, Article VII, Article VIII and Article IX of the Proposed Charter may be amended only by the affirmative vote of the holders of at least two-thirds of the total voting power of the then outstanding shares of stock of New Owlet entitled to vote thereon, voting together as a single class. 2D. Advisory Charter Amendment Proposal D -- Mgmt Against Against Under the Proposed Charter, directors can be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote at an election of directors. 2E. Advisory Charter Amendment Proposal E -- Mgmt Against Against Under the Proposed Charter, the board of directors of New Owlet is expressly authorized to adopt, alter, amend or repeal the Bylaws in accordance with Delaware law; provided that, in addition to any vote required by Delaware law, the adoption, amendment or repeal of the Bylaws by New Owlet stockholders will require the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting ... (due to space limits, see proxy statement for full proposal). 2F. Advisory Charter Amendment Proposal F -- To Mgmt Against Against provide for certain additional changes, including, among other things, (i) changing the corporate name from "Sandbridge Acquisition Corporation" to "Owlet, Inc.", and (ii) removing certain provisions related to Sandbridge's status as a blank check company that will no longer be applicable upon consummation of the Merger, all of which the Sandbridge board of directors believes is necessary to adequately address the needs of New Owlet after the Merger. 3. The NYSE Proposal - to approve, assuming Mgmt Against Against Proposals 1 and 2 are approved and adopted, for the purposes of complying with the applicable listing rules of the New York Stock Exchange, the issuance of (i) 13,000,000 shares of Sandbridge Class A common stock to the certain investors pursuant to subscription agreements (the "Subscription Agreements") immediately prior to the Closing, plus any additional shares issued pursuant to Subscription Agreements we may enter into prior to Closing, and ...(due to space limits, see proxy statement for full proposal). 4. The Incentive Award Plan Proposal - to Mgmt Against Against approve, assuming Proposals 1, 2 and 3 are approved and adopted, the Owlet, Inc. 2021 Incentive Award Plan (the "New Owlet Incentive Award Plan"), including the authorization of the initial share reserve under the New Owlet Incentive Award Plan, including with respect to the number of shares that may be issued pursuant to the exercise of incentive stock options granted. 5. The ESPP Proposal - to approve, assuming Mgmt Against Against Proposals 1, 2, 3 and 4 are approved and adopted, the Owlet, Inc. 2021 Employee Stock Purchase Plan (the "New Owlet ESPP"), including the authorization of the initial share reserve under the New Owlet ESPP. 6. The Adjournment Proposal - to approve the Mgmt Against Against adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, any of Proposals 1, 2, 3, 4 or 5 would not be duly approved and adopted by our stockholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived. -------------------------------------------------------------------------------------------------------------------------- SARCOS TECHNOLOGY AND ROBOTICS CORP. Agenda Number: 935652417 -------------------------------------------------------------------------------------------------------------------------- Security: 80359A106 Meeting Type: Annual Meeting Date: 29-Jun-2022 Ticker: STRC ISIN: US80359A1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Class I Director to hold office Mgmt For For until our 2025 annual meeting: Kiva Allgood 1.2 Election of Class I Director to hold office Mgmt For For until our 2025 annual meeting: Eric T. Olson 1.3 Election of Class I Director to hold office Mgmt Withheld Against until our 2025 annual meeting: Benjamin G. Wolff 2. To ratify the appointment of Ernst & Young Mgmt For For LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- SCIENCE 37 HOLDINGS, INC. Agenda Number: 935569016 -------------------------------------------------------------------------------------------------------------------------- Security: 808644108 Meeting Type: Annual Meeting Date: 13-May-2022 Ticker: SNCE ISIN: US8086441081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR David Coman Mgmt For For John W. Hubbard Mgmt For For Emily Rollins Mgmt For For 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as Independent Auditor for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- SCVX CORP. Agenda Number: 935542161 -------------------------------------------------------------------------------------------------------------------------- Security: G79448208 Meeting Type: Special Meeting Date: 25-Jan-2022 Ticker: SCVX ISIN: KYG794482086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Extension Proposal - Extend the date that Mgmt For For the Company has to consummate a business combination from January 28, 2022 to July 28, 2022. 2. Adjournment Proposal - Adjourn the Mgmt For For Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1. -------------------------------------------------------------------------------------------------------------------------- SEMA4 HOLDINGS CORP. Agenda Number: 935602854 -------------------------------------------------------------------------------------------------------------------------- Security: 81663L101 Meeting Type: Special Meeting Date: 27-Apr-2022 Ticker: SMFR ISIN: US81663L1017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Stock Consideration Issuance Proposal - Mgmt For For For purposes of complying with applicable Nasdaq Stock Market (the "Nasdaq") listing rules (the "Nasdaq Listing Rules"), to approve the issuance of the Company's Class A common stock, par value $0.0001 per share (the "Class A common stock"), in connection with the Acquisition (as defined in the accompanying Proxy Statement) of GeneDx, Inc. as contemplated by the Agreement and Plan of Merger and Reorganization dated January 14, 2022 (the "Merger Agreement") 2. The PIPE Investment Proposal - For purposes Mgmt For For of complying with the Nasdaq Listing Rules, to approve the issuance of the Class A common stock in connection with the PIPE Investment (as defined in the accompanying proxy statement) and as contemplated by the Subscription Agreements (as define in the accompanying proxy statement). 3. The Special Designee Director Election Mgmt For For Proposal - Assuming the Stock Consideration Issuance Proposal and the Charter Amendment Proposal are approved and adopted and the Acquisition is consummated, to appoint two directors who will become directors of the Company effective upon the consummation of the Acquisition. 4. The Charter Amendment Proposal - To adopt Mgmt Against Against an Amendment (the "Amendment") to the Third Amended and Restated Certificate of Incorporation of the Company, in the form attached hereto as Annex B (the "Charter"), which increases the number of authorized shares of Class A common stock from 380,000,000 to 1,000,000,000. 5. The Class I Director Election Proposal - To Mgmt For For elect three Class I directors of the Company, each to serve a three-year term expiring at the Company's 2025 annual meeting of stockholders and until such director's successor is duly elected and qualified. 6. The Auditor Ratification Proposal - To Mgmt For For ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. 7. Adjournment Proposal - To approve, if Mgmt For For necessary, the adjournment of the Special Meeting to a later date or dates to permit further solicitation and votes of proxies in the event that there are insufficient votes for, or otherwise in connection with any of the proposals presented at the Special Meeting. -------------------------------------------------------------------------------------------------------------------------- SEVEN OAKS ACQUISITION CORP Agenda Number: 935521799 -------------------------------------------------------------------------------------------------------------------------- Security: 81787X106 Meeting Type: Special Meeting Date: 07-Dec-2021 Ticker: SVOK ISIN: US81787X1063 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against consider and vote upon a proposal to approve the agreement and plan of merger (as the same may be amended and/or restated from time to time, the "Business Combination Agreement"), dated June 13, 2021, by and among Seven Oaks, Blossom Merger Sub, Inc., a wholly owned subsidiary of Seven Oaks ("Merger Sub"), Blossom Merger Sub II, LLC, a wholly owned subsidiary of Seven Oaks ("Merger Sub II"), and Giddy Inc. (d/b/a Boxed), a Delaware corporation ...(due to space limits, see proxy statement for full proposal). 2. Organizational Documents Proposal - To Mgmt Against Against consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed amended and restated certificate of incorporation and the proposed amended and restated bylaws of Seven Oaks, which will be renamed "Boxed, Inc." ("New Boxed") in connection with the Business Combination. 3A. Advisory Organizational Documents Proposal Mgmt Against Against - To authorize the change in the authorized capital stock of Seven Oaks from 380,000,000 shares of Class A common stock, par value $0.0001 per share, 20,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share, to 600,000,000 shares of common stock, par value $0.0001 per share, of New Boxed and 60,000,000 shares of preferred stock, par value $0.0001 per share, of New Boxed. 3B. Advisory Organizational Documents Proposal Mgmt Against Against - To authorize all other changes in connection with the replacement of the Current Organizational Documents with the Proposed Organizational Documents in connection with the consummation of the Business Combination, including (1) changing the corporate name from "Seven Oaks Acquisition Corp." to "Boxed, Inc.", (2) making New Boxed's corporate existence perpetual, (3) electing not to be governed by Section 203 of the DGCL and, instead, to be governed ...(due to space limits, see proxy statement for full proposal). 4. The Stock Issuance Proposal - To consider Mgmt Against Against and vote upon a proposal to approve, assuming the Business Combination Proposal and the Organizational Documents Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of (x) shares of New Boxed common stock pursuant to the terms of the Business Combination Agreement, (y) shares of Seven Oaks Class A common stock to certain institutional and other investors in connection with the ...(due to space limits, see proxy statement for full proposal). 5. The Incentive Award Plan Proposal - To Mgmt Against Against consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Organizational Documents Proposal and the Stock Issuance Proposal are approved and adopted, the Boxed, Inc. 2021 Incentive Award Plan (the "Incentive Award Plan"), including the authorization of the initial share reserve under the Incentive Award Plan. 6. The ESPP Proposal - To consider and vote Mgmt Against Against upon a proposal to approve, assuming the Business Combination Proposal, the Organizational Documents Proposal and the Stock Issuance Proposal are approved and adopted, the Boxed, Inc. 2021 Employee Stock Purchase Plan (the "ESP Plan"), including the authorization of the initial share reserve under the ESP Plan. 7. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the ESPP Proposal would not be duly approved and adopted by our ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- SHAPEWAYS HOLDINGS, INC. Agenda Number: 935632225 -------------------------------------------------------------------------------------------------------------------------- Security: 81947T102 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: SHPW ISIN: US81947T1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Robert Jan Galema Mgmt Withheld Against Ryan Kearny Mgmt For For 2. To ratify the appointment of Withum Mgmt For For Smith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- SHARECARE INC Agenda Number: 935624406 -------------------------------------------------------------------------------------------------------------------------- Security: 81948W104 Meeting Type: Annual Meeting Date: 10-Jun-2022 Ticker: SHCR ISIN: US81948W1045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Dr. Sandro Galea Mgmt For For 1.2 Election of Director: Dr. Veronica Mallett Mgmt For For 1.3 Election of Director: Jeffrey Sagansky Mgmt For For 2. Ratify the selection of Ernst & Young LLP Mgmt For For as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- SKILLSOFT CORP. Agenda Number: 935640676 -------------------------------------------------------------------------------------------------------------------------- Security: 83066P200 Meeting Type: Annual Meeting Date: 23-Jun-2022 Ticker: SKIL ISIN: US83066P2002 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Ronald W. Hovsepian Mgmt Withheld Against Peter Schmitt Mgmt For For Jeffrey R. Tarr Mgmt For For 2. Ratify appointment of Ernst & Young LLP as Mgmt For For our independent registered public accounting firm for the fiscal year ending January 31, 2023. -------------------------------------------------------------------------------------------------------------------------- SKILLSOFT CORPORATION Agenda Number: 935562694 -------------------------------------------------------------------------------------------------------------------------- Security: 83066P200 Meeting Type: Special Meeting Date: 31-Mar-2022 Ticker: SKIL ISIN: US83066P2002 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve, for purposes of complying with Mgmt Against Against applicable sections of the New York Stock Exchange Listed Company Manual, the issuance of shares of Class A common stock, par value $0.0001 per share, of Skillsoft ("Common Stock") (the "Stock Issuance Proposal") pursuant to that certain Agreement and Plan of Merger, dated as of December 22, 2021 (as it may be amended from time to time), by and among Skillsoft, Skillsoft Finance II, Inc., a Delaware corporation and indirect wholly-owned ...(due to space limits, see proxy material for full proposal). 2. To approve one or more adjournments of the Mgmt Against Against Special Meeting only: (i) to ensure that any supplement or amendment to the accompanying proxy statement that the Board of Directors of Skillsoft has reasonably determined in good faith after consultation with Skillsoft's outside legal counsel is required by applicable law is disclosed to Skillsoft's stockholders and for such supplement or amendment to be promptly disseminated to Skillsoft's stockholders prior to the Special Meeting; (ii) if, ...(due to space limits, see proxy material for full proposal). -------------------------------------------------------------------------------------------------------------------------- SKILLZ INC. Agenda Number: 935578851 -------------------------------------------------------------------------------------------------------------------------- Security: 83067L109 Meeting Type: Annual Meeting Date: 12-May-2022 Ticker: SKLZ ISIN: US83067L1098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Andrew Paradise Mgmt Against Against 1B. Election of Director: Jerry Bruckheimer Mgmt Against Against 1C. Election of Director: Casey Chafkin Mgmt Against Against 1D. Election of Director: Christopher S. Mgmt Against Against Gaffney 1E. Election of Director: Shari Glazer Mgmt For For 1F. Election of Director: Vandana Mehta-Krantz Mgmt Against Against 1G. Election of Director: Harry E. Sloan Mgmt Against Against 1H. Election of Director: Kent Wakeford Mgmt Against Against 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as the Company's independent registered public accounting firm for 2022. 3. Advisory vote on the Company's executive Mgmt For For compensation. 4. Advisory vote on the frequency of the Mgmt 1 Year Against Company's advisory vote on the Company's executive compensation. 5. Increase the number of directors under our Mgmt For For Third Amended and Restated Certificate of Incorporation. -------------------------------------------------------------------------------------------------------------------------- SMARTRENT, INC. Agenda Number: 935592609 -------------------------------------------------------------------------------------------------------------------------- Security: 83193G107 Meeting Type: Annual Meeting Date: 17-May-2022 Ticker: SMRT ISIN: US83193G1076 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Class I Director: Frederick Mgmt For For Tuomi 1B. Election of Class I Director: Ann Sperling Mgmt For For 2. Ratify our Boards appointment of Deloitte & Mgmt For For Touche LLP (Deloitte) as our independent registered public accounting firm for the fiscal year ending December 31, 2022 -------------------------------------------------------------------------------------------------------------------------- SOARING EAGLE ACQUISITION CORP. Agenda Number: 935486387 -------------------------------------------------------------------------------------------------------------------------- Security: G8354H126 Meeting Type: Special Meeting Date: 14-Sep-2021 Ticker: SRNG ISIN: KYG8354H1267 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - to Mgmt Against Against consider and vote upon a proposal to approve and adopt, by way of ordinary resolution, the agreement and plan of merger, dated as of May 11, 2021 (as may be amended, restated, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among SRNG, SEAC Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of SRNG ("Merger Sub"), and Ginkgo Bioworks, Inc. a Delaware corporation ("Ginkgo"), pursuant to which, among other ...(due to space limits, see proxy statement for full proposal). 2. The Domestication Proposal - to consider Mgmt Against Against and vote upon a proposal to approve, by way of special resolution in accordance with Article 49 of SRNG's amended and restated articles of association, assuming the Business Combination Proposal is approved and adopted, the transfer of SRNG by way of continuation to Delaware pursuant to Part XII of the Companies Act (Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, ...(due to space limits, see proxy statement for full proposal). 3. The Governing Documents Proposal - to Mgmt Against Against consider and vote upon a proposal to approve and adopt, by way of special resolution, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the proposed certificate of incorporation of SRNG (the "Proposed Charter"), and the proposed bylaws of SRNG (the "Proposed Bylaws"), which together will replace SRNG's amended and restated memorandum and articles of association, dated October 22, 2020 (the "Current Charter"), ...(due to space limits, see proxy statement for full proposal). 4A. Advisory Governing Documents Proposal A - Mgmt Against Against Under the Proposed Charter, New Ginkgo will be authorized to issue 16,000,000,000 shares of capital stock, consisting of (i) 15,800,000,000 shares of common stock, including 10,500,000,000 shares of New Ginkgo Class A common stock, par value $0.0001 per share ("New Ginkgo Class A common stock"), 4,500,000,000 shares of New Ginkgo Class B common stock, par value $0.0001 per share ("New Ginkgo Class B common stock"), and 800,000,000 shares of New Ginkgo Class C ...(due to space limits, see proxy statement for full proposal). 4B. Advisory Governing Documents Proposal B - Mgmt Against Against Holders of shares of New Ginkgo Class A common stock will be entitled to cast one vote per share of New Ginkgo Class A common stock on each matter properly submitted to New Ginkgo's stockholders entitled to vote, holders of shares of New Ginkgo Class B common stock will be entitled to cast 10 votes per share of New Ginkgo Class B common stock on each matter properly submitted to New Ginkgo's stockholders entitled to vote and holders of shares of New ...(due to space limits, see proxy statement for full proposal). 4C. Advisory Governing Documents Proposal C - Mgmt Against Against The number of directors constituting the New Ginkgo board of directors (the "New Ginkgo Board") shall be fixed from time to time solely by resolution of the New Ginkgo Board and the holders of shares of New Ginkgo Class B common stock shall be entitled to nominate and elect one-quarter of the total number of directors of New Ginkgo (the "Class B Directors") for so long as the outstanding number of shares of Class B common stock continue to represent ...(due to space limits, see proxy statement for full proposal). 4D. Advisory Governing Documents Proposal D - Mgmt Against Against (i) The number of authorized shares of New Ginkgo Class A common stock, New Ginkgo Class B common stock and New Ginkgo Class C common stock may be increased by the affirmative vote of the holders of shares representing a majority of the voting power of all of the outstanding shares of capital stock of New Ginkgo entitled to vote thereon, irrespective of the provisions of Section 242(b) (2) of the DGCL (or any successor provision thereto), (ii) the ...(due to space limits, see proxy statement for full proposal). 4E. Advisory Governing Documents Proposal E - Mgmt Against Against Authorization of all other changes in the Proposed Charter and the Proposed Bylaws, including (1) adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for certain other stockholder litigation, in each case unless New Ginkgo expressly consents in writing to the selection of an alternative forum, (2) electing not to be governed by Section 203 of the DGCL and ...(due to space limits, see proxy statement for full proposal). 4F. Advisory Governing Documents Proposal F - Mgmt Against Against Authorization of an amendment to the Proposed Charter in order to change the corporate name of "Soaring Eagle Acquisition Corp." to "Ginkgo Bioworks Holdings, Inc." in connection with the consummation of the Business Combination. 5. The Director Election Proposal - For Mgmt Against Against holders of SRNG Class B ordinary shares, to consider and vote upon a proposal to approve, by way of ordinary resolution, assuming the Business Combination Proposal, the Domestication Proposal and the Governing Documents Proposal are approved and adopted, to elect seven directors to serve on the New Ginkgo Board; provided that as long as the outstanding number of shares of New Ginkgo Class B common stock continue to represent at least 2% of the ...(due to space limits, see proxy statement for full proposal). 6. The Stock Issuance Proposal - to consider Mgmt Against Against and vote upon a proposal to approve, by way of ordinary resolution, assuming the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal and the Director Election Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of (x) shares of New Ginkgo Class A common stock pursuant to the terms of the Merger Agreement and (y) shares of New SRNG Class A common stock ...(due to space limits, see proxy statement for full proposal). 7. The Incentive Plan Proposal - to consider Mgmt Against Against and vote upon a proposal to approve by way of ordinary resolution, assuming the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Director Election Proposal and the Stock Issuance Proposal are approved and adopted, the Ginkgo Bioworks Holdings, Inc. 2021 Incentive Award Plan (the "2021 Plan"), including the authorization of the initial share reserve under the 2021 Plan (we refer to such proposal as the "Incentive Plan Proposal"). 8. The ESPP Proposal - to consider and vote Mgmt Against Against upon a proposal to approve by way of ordinary resolution, assuming the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Director Election Proposal, the Stock Issuance Proposal and the Incentive Plan Proposal are approved and adopted, the Ginkgo Bioworks Holdings, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"), including the authorization of the initial share reserve under the ESPP (the "ESPP Proposal"). 9. The Adjournment Proposal - to consider and Mgmt Against Against vote upon a proposal to approve by way of ordinary resolution the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Plan ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- SOC TELEMED INC. Agenda Number: 935563723 -------------------------------------------------------------------------------------------------------------------------- Security: 78472F101 Meeting Type: Special Meeting Date: 04-Apr-2022 Ticker: TLMD ISIN: US78472F1012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To adopt and approve the Agreement and Plan Mgmt For For of Merger, dated as of February 2, 2022 (the "Merger Agreement"), by and among SOC Telemed, Inc., Spark Parent, Inc. and Spark Merger Sub, Inc. 2. To adjourn the special meeting, if Mgmt For For necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt and approve the Merger Agreement at the time of the special meeting. -------------------------------------------------------------------------------------------------------------------------- SOLID POWER, INC. Agenda Number: 935605420 -------------------------------------------------------------------------------------------------------------------------- Security: 83422N105 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: SLDP ISIN: US83422N1054 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Erik Anderson Mgmt For For Douglas Campbell Mgmt Withheld Against Lesa Roe Mgmt For For 2. Ratification of the selection of Ernst & Mgmt For For Young LLP as Solid Power, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- SOMALOGIC, INC Agenda Number: 935650083 -------------------------------------------------------------------------------------------------------------------------- Security: 83444K105 Meeting Type: Annual Meeting Date: 06-Jun-2022 Ticker: SLGC ISIN: US83444K1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 To Elect Class I Director to serve until Mgmt For For the 2025 Annual Meeting: Robert Barchi 1.2 To Elect Class I Director to serve until Mgmt Withheld Against the 2025 Annual Meeting: Richard Post 1.3 To Elect Class I Director to serve until Mgmt For For the 2025 Annual Meeting: Stephen Quake 2. To ratify the appointment of Ernst & Young Mgmt For For LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- SONDER HOLDINGS, INC. Agenda Number: 935613782 -------------------------------------------------------------------------------------------------------------------------- Security: 83542D102 Meeting Type: Annual Meeting Date: 06-Jun-2022 Ticker: SOND ISIN: US83542D1028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Francis Davidson Mgmt Withheld Against Nabeel Hyatt Mgmt Withheld Against 2. Ratification of the selection of Deloitte & Mgmt For For Touche LLP as the independent registered public accounting firm for Sonder Holdings Inc. for the fiscal year ending December 31, 2022. 3. Amendment of Sonder Holdings Inc.'s Amended Mgmt Against Against and Restated Certificate of Incorporation to increase the number of shares of authorized common stock, par value $0.0001 per share, from 400,000,000 shares to 2,250,000,000 shares, and to make a corresponding change to the number of authorized shares of General Common Stock and of capital stock. -------------------------------------------------------------------------------------------------------------------------- SPARTAN ACQUISITION CORP. III Agenda Number: 935550598 -------------------------------------------------------------------------------------------------------------------------- Security: 84677R106 Meeting Type: Special Meeting Date: 08-Mar-2022 Ticker: SPAQ ISIN: US84677R1068 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against consider and vote upon a proposal to (a) approve and adopt the Business Combination Agreement, dated as of July 28, 2021 (the "Business Combination Agreement"), by and among Spartan, Athena Pubco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) ("Allego"), Athena Merger Sub, Inc., a Delaware corporation ("Merger Sub"), Madeleine Charging B.V., a Dutch private limited liability company (besloten vennootschap ...(due to space limits, see proxy material for full proposal). 2. The Governance Proposal - To consider and Mgmt Against Against vote upon, on a non- binding advisory basis, a proposal to approve certain governance provisions contained in the Articles of Association of Allego N.V., the successor to Allego following the Business Combination (the "Allego Articles") that materially affect Allego shareholder rights (the "Governance Proposal"). 3. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal (the "Adjournment Proposal"). -------------------------------------------------------------------------------------------------------------------------- SPIRE GLOBAL, INC. Agenda Number: 935617196 -------------------------------------------------------------------------------------------------------------------------- Security: 848560108 Meeting Type: Annual Meeting Date: 01-Jun-2022 Ticker: SPIR ISIN: US8485601087 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Class I Director: Peter Platzer Mgmt Withheld Against 1.2 Election of Class I Director: Stephen Mgmt Withheld Against Messer 2. The ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- SPORTS ENTERTAINMENT ACQUISITION CORP Agenda Number: 935542919 -------------------------------------------------------------------------------------------------------------------------- Security: 84918M106 Meeting Type: Special Meeting Date: 26-Jan-2022 Ticker: SEAH ISIN: US84918M1062 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Business Combination Proposal - to approve Mgmt For For and adopt Business Combination Agreement ("Business Combination Agreement"), by and among SEAC, SGHC Ltd. a non-cellular company ltd. by shares Inc. under the laws of Island of Guernsey ("SGHC"), Super Group (SGHC) Ltd. a non-cellular company ltd. by shares Inc. under laws of Island of Guernsey ("NewCo"), Super Group (SGHC) Merger Sub, Inc., a Delaware corp. and a wholly-owned subsidiary of NewCo ("Merger Sub" and, together with NewCo, SGHC and SGHC's direct and indirect subsidiaries, "Target Companies"). 2. the Equity Incentive Plan Proposal - to Mgmt For For consider and vote, on an advisory and non-binding basis, upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the 2021 Equity Incentive Plan. 3. the Employee Stock Purchase Plan Proposal - Mgmt For For to consider and vote, on an advisory and non-binding basis, upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the 2021 Employee Stock Purchase Plan. 4. the Adjournment Proposal - to approve the Mgmt For For adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal. -------------------------------------------------------------------------------------------------------------------------- SPRING VALLEY ACQUISITION CORP. Agenda Number: 935480448 -------------------------------------------------------------------------------------------------------------------------- Security: G8377A108 Meeting Type: Special Meeting Date: 30-Aug-2021 Ticker: SV ISIN: KYG8377A1085 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against approve and adopt the Business Combination Proposal. 2. The Redomicile Proposal - To approve and Mgmt Against Against adopt the Redomicile Proposal. 3. The Governing Documents Proposal A - To Mgmt Against Against approve and adopt the Governing Documents Proposal A. 4. The Governing Documents Proposal B - To Mgmt Against Against approve and adopt the Governing Documents Proposal B. 5. The Governing Documents Proposal C - To Mgmt Against Against approve and adopt the Governing Documents Proposal C. 6. The Governing Documents Proposal D - To Mgmt Against Against approve and adopt the Governing Documents Proposal D. 7. The Governing Documents Proposal E - To Mgmt Against Against approve and adopt the Governing Documents Proposal E. 8. The Governing Documents Proposal F - To Mgmt Against Against approve and adopt the Governing Documents Proposal F. 9. The Nasdaq Proposal - To approve and adopt Mgmt Against Against the Nasdaq Proposal. 10. The New AeroFarms 2021 Equity Incentive Mgmt Against Against Plan Proposal - To approve and adopt the New AeroFarms 2021 Equity Incentive Plan Proposal. 11. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the proposals 1 - 10. -------------------------------------------------------------------------------------------------------------------------- SPRING VALLEY ACQUISITION CORP. Agenda Number: 935611031 -------------------------------------------------------------------------------------------------------------------------- Security: G8377A108 Meeting Type: Special Meeting Date: 28-Apr-2022 Ticker: SV ISIN: KYG8377A1085 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Merger Agreement Proposal - To approve Mgmt Against Against and adopt the Merger Agreement Proposal. 2. The Domestication Proposal - To approve and Mgmt Against Against adopt the Domestication Proposal. 3. The Organizational Documents Proposal - To Mgmt Against Against approve and adopt the Organizational Documents Proposal. 4A. The Advisory Charter Proposal 4A - To Mgmt Against Against approve and adopt the Advisory Charter Proposal 4A. 4B. The Advisory Charter Proposal 4B - To Mgmt Against Against approve and adopt the Advisory Charter Proposal 4B. 4C. The Advisory Charter Proposal 4C - To Mgmt Against Against approve and adopt the Advisory Charter Proposal 4C. 4D. The Advisory Charter Proposal 4D - To Mgmt Against Against approve and adopt the Advisory Charter Proposal 4D. 4E. The Advisory Charter Proposal 4E - To Mgmt Against Against approve and adopt the Advisory Charter Proposal 4E. 4F. The Advisory Charter Proposal 4F - To Mgmt Against Against approve and adopt the Advisory Charter Proposal 4F. 4G. The Advisory Charter Proposal 4G - To Mgmt Against Against approve and adopt the Advisory Charter Proposal 4G. 4H. The Advisory Charter Proposal 4H - To Mgmt Against Against approve and adopt the Advisory Charter Proposal 4H. 5. The Nasdaq Proposal - To approve and adopt Mgmt Against Against the Nasdaq Proposal. 6. The Long-Term Incentive Plan Proposal - To Mgmt Against Against approve and adopt the Long-Term Incentive Plan Proposal. 7. The Adjournment Proposal - To approve by Mgmt Against Against ordinary resolution the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event, based on the tabulated votes, that there are insufficient votes at the time of the special meeting to approve one or more proposals at the special meeting. -------------------------------------------------------------------------------------------------------------------------- STABLE ROAD ACQUISITION CORP. Agenda Number: 935478811 -------------------------------------------------------------------------------------------------------------------------- Security: 85236Q109 Meeting Type: Special Meeting Date: 11-Aug-2021 Ticker: SRAC ISIN: US85236Q1094 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of October 7, 2020, as amended on March 5, 2021, April 6, 2021 and June 29, 2021 (as it may be further amended from time to time, the "Merger Agreement"), by and among Momentus Inc. ("Momentus"), SRAC, Project Marvel First Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of SRAC ("First Merger Sub"), and Project Marvel Second Merger Sub, ...(due to space limits, see proxy statement for full proposal). 2. The Charter Amendment Proposal - To Mgmt Against Against consider and act upon a proposal to adopt the proposed Second Amended and Restated Certificate of Incorporation of the Company attached as Annex B to the proxy statement/consent solicitation statement/prospectus (the "Charter Amendment Proposal"). 3A. The Governance Proposal - To consider and Mgmt Against Against vote upon an amendment to SRAC's existing charter to increase the total number of authorized shares of all classes of capital stock from 111,000,000 shares to, following the automatic conversion of all Class B common stock into Class A common stock immediately prior to the Closing of the Business Combination, 270,000,000 shares, which would consist of (a) 250,000,000 shares of Class A common stock and (b) 20,000,000 shares of preferred stock. 3B. The Governance Proposal - To consider and Mgmt Against Against vote upon an amendment to SRAC's existing charter to require, with respect to any vote to increase or decrease the number of authorized shares of any class or classes of stock (but not below the number of shares then outstanding), the affirmative vote of a majority of the holders of all the then-outstanding shares of capital stock of the Combined Company entitled to vote thereon, voting together as a single class, irrespective of the provisions of ...(due to space limits, see proxy statement for full proposal). 3C. The Governance Proposal - To consider and Mgmt Against Against vote upon an amendment to SRAC's existing charter to provide, subject to the special rights of the holders of any series of preferred stock of the Combined Company, that no director may be removed from the Combined Company board except for cause and only by the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of the then-outstanding shares of capital stock of the Combined Company entitled to vote generally in the ...(due to space limits, see proxy statement for full proposal). 3D. The Governance Proposal - To consider and Mgmt Against Against vote upon an amendment to SRAC's existing charter to require the affirmative vote of either a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships (the "Whole Board") or the holders of at least two-thirds (2/3) of the voting power of all then- outstanding shares of capital stock of the Combined Company entitled to vote generally in the election of directors, voting ...(due to space limits, see proxy statement for full proposal). 3E. The Governance Proposal - To consider and Mgmt Against Against vote upon an amendment to SRAC's existing charter to require the affirmative vote of either a majority of the board of directors or the holders of two-thirds (2/3) of the voting power of the then-outstanding shares of capital stock of the Combined Company for the adoption, amendment, or repeal of certain provisions of the charter; provided that if two-thirds (2/3) of the Whole Board has approved such amendment or repeal, then only the affirmative ...(due to space limits, see proxy statement for full proposal). 3F. The Governance Proposal - To consider and Mgmt Against Against vote upon an amendment to SRAC's existing charter to clarify that the exclusive jurisdiction of the Chancery Court of the State of Delaware shall not apply to suits brought to enforce any duty or liability under the Securities Act or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. To the fullest extent permitted by law, the federal district courts of the United States of America shall be ...(due to space limits, see proxy statement for full proposal). 3G. The Governance Proposal - To consider and Mgmt Against Against vote upon an amendment to SRAC's existing charter to authorize all other proposed changes, including, among others, those (i) resulting from the Business Combination, including changing the post-business combination corporate name from "Stable Road Acquisition Corp." to "Momentus Inc." and removing certain provisions relating to SRAC's prior status as a blank check company and SRAC Class B common stock that will no longer apply upon the Closing, or (ii) ...(due to space limits, see proxy statement for full proposal). 4. The Director Election Proposal - a proposal Mgmt Against Against to elect, assuming the Business Combination Proposal, the Charter Amendment Proposal and the Nasdaq Proposal (as defined below) are all approved and adopted, six directors to the Combined Company's board of directors (the "Director Election Proposal"). 5. The Equity Incentive Plan Proposal - To Mgmt Against Against approve and adopt the 2021 Equity Incentive Plan (the "Equity Incentive Plan") and material terms thereunder (the "Equity Incentive Plan Proposal"). A copy of the Equity Incentive Plan is attached to this proxy statement/consent solicitation statement/prospectus as Annex C. 6. The Employee Stock Purchase Plan Proposal - Mgmt Against Against To approve and adopt the 2021 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") and material terms thereunder (the "Employee Stock Purchase Plan Proposal"). A copy of the Employee Stock Purchase Plan is attached to this proxy statement/consent solicitation statement/prospectus as Annex D. 7. The Nasdaq Proposal - To approve, assuming Mgmt Against Against the Business Combination Proposal and the Charter Amendment Proposal are approved and adopted, for purposes of complying with applicable provisions of Nasdaq Listing Rule 5635, the issuance of more than 20% of SRAC's issued and outstanding common stock in connection with the Business Combination and the private placement of shares of Combined Company Class A common stock being issued at the time of the Business Combination ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- STAR PEAK CORP II Agenda Number: 935492998 -------------------------------------------------------------------------------------------------------------------------- Security: 855179107 Meeting Type: Special Meeting Date: 28-Sep-2021 Ticker: STPC ISIN: US8551791077 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of May 8, 2021 (as it may be amended and/or restated from time to time, the "Merger Agreement"), by and among the Star Peak Corp II (the "Company" or "STPC" and, following the consummation of the Merger (as defined below), "New Benson Hill"), STPC II Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of STPC ("Merger Sub"), and Benson Hill, ...(due to space limits, see proxy statement for full proposal). 2. The Charter Proposal - To approve the Mgmt Against Against elimination of the Class B Common Stock classification and provide for a single class of common stock. 3. The Charter Proposal - To provide that Mgmt Against Against amendments to the Company's waiver of corporate opportunities will only be prospective only and provide certain other clarificatory amendments to the waiver of corporate opportunities provision. 4. The Charter Proposal - To provide that, Mgmt Against Against prior to the third anniversary of the closing of the Merger, the affirmative vote of at least 66 2/3% of the voting power of the outstanding shares of capital stock outstanding and entitled to vote thereon, voting together as a single class, shall be required to (A) adopt, amend or repeal the bylaws by action of the stockholders of New Benson Hill, or (B) to amend or repeal any provision of the Proposed Charter in Article V (Board of ...(due to space limits, see proxy statement for full proposal). 5. The Charter Proposal - Conditioned upon the Mgmt Against Against approval of Proposals No. 2 through No. 4 above, a proposal to approve the Proposed Charter, which includes the approval of all other changes in the Proposed Charter in connection with replacing the Existing Charter with the Proposed Charter, including changing STPC's name from "Star Peak Corp II" to "Benson Hill, Inc." as of the closing of the Merger. 6. The NYSE Proposal - To consider and vote Mgmt Against Against upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange: (i) the issuance of shares of New Benson Hill common stock immediately following the consummation of the merger, pursuant to the PIPE Agreements (as defined in the Proxy Statement); (ii) the issuance of shares of New Benson Hill common stock pursuant to the Merger Agreement; and (iii) the related change of control of STPC that will occur ...(due to space limits, see proxy statement for full proposal). 7. The Incentive Plan Proposal - To consider Mgmt Against Against and vote upon a proposal to approve and adopt the New Benson Hill 2021 Omnibus Incentive Plan. 8. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to adjourn the STPC Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the STPC Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Proposals, the NYSE Proposal or the Incentive Plan Proposal, or holders of STPC's Class A Common Stock have elected to redeem an amount of Class A ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- STARBOARD VALUE ACQUISITION CORP Agenda Number: 935475916 -------------------------------------------------------------------------------------------------------------------------- Security: 85521J109 Meeting Type: Special Meeting Date: 28-Jul-2021 Ticker: SVAC ISIN: US85521J1097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt For For consider and vote upon a proposal to (a) approve and adopt the Agreement and Plan of Merger, dated as of February 21, 2021, by and among SVAC, Mundo Merger Sub 1, Inc., Mundo Merger Sub 2, LLC, Cyxtera Technologies, Inc. ("Cyxtera"), and Mundo Holdings, Inc., and (b) approve the business combination of SVAC and Cyxtera as described therein (the "Business Combination"). 2. The Charter Proposal - To consider and vote Mgmt For For upon a proposal to approve and adopt amendments to SVAC's amended and restated certificate of incorporation to be effective upon the consummation of the Business Combination, which will include amendments to increase the number of authorized shares of SVAC's common and preferred stock, eliminate certain provisions in our Charter that will no longer be applicable to us following the closing, and approve and adopt certain other changes. 3. The Nasdaq Proposal - To consider and vote Mgmt For For upon a proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq Stock Market LLC, the issuance of shares of Class A common stock to SIS Holdings LP, the PIPE Investors and, if necessary, the forward purchasers at closing of the Business Combination. 4. The Director Election Proposal - To Mgmt For For consider and vote upon a proposal to elect the nine director nominees to the board of directors effective as of the closing of the Business Combination in accordance with the Merger Agreement. 5. The 2021 Incentive Plan Proposal - To Mgmt For For consider and vote upon a proposal to approve and adopt the Cyxtera Technologies, Inc. 2021 Omnibus Incentive Plan, substantially in the form attached as Annex G to this proxy statement, and the material terms thereunder. 6. The Adjournment Proposal - To consider and Mgmt For For vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Director Election Proposal and/or the 2021 Incentive Plan Proposal. -------------------------------------------------------------------------------------------------------------------------- STEM INC. Agenda Number: 935638188 -------------------------------------------------------------------------------------------------------------------------- Security: 85859N102 Meeting Type: Annual Meeting Date: 15-Jun-2022 Ticker: STEM ISIN: US85859N1028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director to serve until the Mgmt Withheld Against 2025 Annual Meeting: Laura D'Andrea Tyson 1.2 Election of Director to serve until the Mgmt Withheld Against 2025 Annual Meeting: Jane Woodward 2. To ratify the selection of Deloitte & Mgmt For For Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022 3. To hold a non-binding advisory vote on the Mgmt 1 Year For frequency of future advisory votes on executive compensation. -------------------------------------------------------------------------------------------------------------------------- SUNLIGHT FINANCIAL HOLDINGS INC. Agenda Number: 935611536 -------------------------------------------------------------------------------------------------------------------------- Security: 86738J106 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: SUNL ISIN: US86738J1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Jeanette Gorgas Mgmt Withheld Against Kenneth Shea Mgmt Withheld Against Joshua Siegel Mgmt Withheld Against 2. Ratification of the appointment of RSM US Mgmt For For LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- SUPERNOVA PARTNERS ACQ COMPANY II, LTD. Agenda Number: 935550613 -------------------------------------------------------------------------------------------------------------------------- Security: G8T86C105 Meeting Type: Special Meeting Date: 28-Feb-2022 Ticker: SNII ISIN: KYG8T86C1052 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Business Combination Proposal - Approve, Mgmt Against Against confirm and ratify the Company's entry into the Merger Agreement dated as of October 6, 2021 and the consummation of the transactions contemplated thereby. 2. Domestication Proposal - Authorize, approve Mgmt Against Against and confirm the Company's continuation and domestication as a corporation under the laws of the State of Delaware and the changing of the name of the Company to "Rigetti Computing, Inc.", immediately upon being de-registered in the Cayman Islands. 3. Proposed Charter and Bylaws Proposal - Mgmt Against Against Authorize, approve and confirm the Company's amended and restated memorandum and articles of association currently in effect be amended and restated by the deletion in their entirety and substitution in their place with the certificate of incorporation and bylaws of the Company, which will be approved as the certificate of incorporation and bylaws of the Rigetti Computing, Inc. upon the effectiveness of the Domestication. 4. Advisory Governing Documents Proposals - Mgmt Against Against Authorize, approve and confirm four (4) separate resolutions, each as an ordinary resolution and on a non-binding advisory basis, to approve material differences between the Existing Governing Documents and the proposed new certificate of incorporation and proposed new bylaws. 5. Stock Issuance Proposal - Authorize, Mgmt Against Against approve and confirm the issuance of shares of New Rigetti Common Stock to comply with the applicable provisions of Rule 312.03 of the New York Stock Exchange ("NYSE") Listed Company manual. 6. Director Election Proposal - Authorize, Mgmt Against Against approve and confirm, assuming the Business Combination Proposal is approved and adopted, that Chad Rigetti, Alissa Fitzgerald, Gen. Peter Pace, Ray Johnson, David Cowan, Cathy McCarthy, Michael Clifton and H. Gail Sandford be elected to serve on the New Rigetti Board upon the consummation of the Business Combination. 7. Incentive Plan Proposal - Approve, assuming Mgmt Against Against the Business Combination Proposal is approved and adopted, the New Rigetti 2022 Equity Incentive Plan. 8. Employee Share Purchase Plan Proposal - Mgmt Against Against Approve, assuming the Business Combination Proposal is approved and adopted, the New Rigetti Employee Stock Purchase Plan. 9. Adjournment Proposal - Approve the Mgmt Against Against adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that, based on the tabulated votes, there are not sufficient votes at the time of the General Meeting to approve the Business Combination Proposal. -------------------------------------------------------------------------------------------------------------------------- SUPERNOVA PARTNERS ACQUISITION CO., INC. Agenda Number: 935485501 -------------------------------------------------------------------------------------------------------------------------- Security: 86846V108 Meeting Type: Special Meeting Date: 31-Aug-2021 Ticker: SPNV ISIN: US86846V1089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To consider and vote upon a proposal to Mgmt Against Against approve the business combination described in the accompanying proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the transactions contemplated by the Merger Agreement and related agreements described in the accompanying proxy statement/prospectus-we refer to this proposal as the "business combination proposal". 2. To consider and vote upon a proposal to Mgmt Against Against approve and adopt the third restated certificate of incorporation of SPNV in the form attached hereto as Annex B (the "Proposed Charter")-we refer to this proposal as the "charter proposal". 3. To consider and vote upon, on a non-binding Mgmt Against Against advisory basis, certain governance provisions in the Proposed Charter, presented separately in accordance with the United States Securities and Exchange Commission ("SEC") requirements-we refer to this proposal as the "governance proposal". 4. To consider and vote on a proposal to Mgmt Against Against approve the Offerpad Solutions 2021 Incentive Award Plan (the "2021 Plan")-we refer to this proposal as the "incentive plan proposal." A copy of the 2021 Plan is attached to the accompanying proxy statement/prospectus as Annex G. 5. To consider and vote on a proposal to Mgmt Against Against approve the Offerpad Solutions Employee Stock Purchase Plan (the "ESPP")-we refer to this proposal as the "ESPP proposal." A copy of the ESPP is attached to the accompanying proxy statement/prospectus as Annex H. 6. To consider and vote upon a proposal to Mgmt Against Against approve, for purposes of complying with the applicable provisions of NYSE Listing Rule 312, the issuance of more than 20% of SPNV's issued and outstanding shares of common stock and the issuance of shares of Class A common stock and warrants to related parties of SPNV, in each case in connection with the business combination-we refer to this proposal as the "NYSE proposal". 7. To consider and vote upon a proposal to Mgmt Against Against adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the ESPP proposal or the NYSE proposal - we refer to this proposal as the "adjournment proposal". -------------------------------------------------------------------------------------------------------------------------- SURROZEN, INC. Agenda Number: 935627159 -------------------------------------------------------------------------------------------------------------------------- Security: 86889P109 Meeting Type: Annual Meeting Date: 07-Jun-2022 Ticker: SRZN ISIN: US86889P1093 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Tim Kutzkey, Ph.D. Mgmt Withheld Against Anna Berkenblit, M.D. Mgmt Withheld Against 2. Ratification of the Audit Committee's Mgmt For For appointment of Ernst & Young LLP to serve as the independent registered public accounting firm of the Company for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- SUSTAINABLE OPPORTUNITIES ACQ. CORP. Agenda Number: 935485943 -------------------------------------------------------------------------------------------------------------------------- Security: G8598Y109 Meeting Type: Special Meeting Date: 03-Sep-2021 Ticker: SOAC ISIN: KYG8598Y1098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Continuance Proposal - to consider and Mgmt Against Against vote upon a proposal by special resolution to approve the migration and continuance of SOAC from the Cayman Islands to British Columbia, pursuant to Part XII of the Cayman Islands Companies Act (as Revised) and Part 9, Division 8 of the Business Corporations Act (British Columbia) (the "BCBCA") (such continuance, the "Continuance"). 2. The Business Combination Proposal - to Mgmt Against Against consider and vote upon a proposal by ordinary resolution to approve the Business Combination Agreement, dated as of March 4, 2021 (as amended or supplemented from time to time, the "Business Combination Agreement"), by and among SOAC, 1291924 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of British Columbia, Canada ("NewCo Sub") and DeepGreen Metals Inc., a company existing under the laws of British Columbia, ...(due to space limits, see proxy statement for full proposal). 3. The Charter Proposal - to consider and vote Mgmt Against Against upon the approval by special resolution of the amendment and restatement of the Existing Governing Documents (as defined herein) in their entirety by the notice and articles of association of TMC the metals company Inc. (the "TMC Articles"), including the change in authorized share capital and change of name of SOAC to "TMC the metals company Inc." in connection with the Business Combination. SOAC refers to this as the "Charter Proposal." 4A. Organizational Documents Proposal 4a - the Mgmt Against Against establishment of the authorized capital of TMC to consist of (i) an unlimited number of common shares, (ii) an unlimited number of preferred shares, issuable in series, and (iii) the TMC Special Shares, in each case, without par value (this proposal is referred to herein as "Organizational Documents Proposal 4a"). 4B. Organizational Documents Proposal 4b - the Mgmt For For declassification of the board of directors with the result being that each director will be elected on an annual basis (this proposal is referred to herein as "Organizational Documents Proposal 4b"). 4C. Organizational Documents Proposal 4c - the Mgmt Against Against reduction of the requisite quorum for a meeting of shareholders from a majority to at least two shareholders representing no less than one-third (33 1/3%) of the shares entitled to vote at such meeting (this proposal is referred to herein as "Organizational Documents Proposal 4c"). 4D. Organizational Documents Proposal 4d - the Mgmt Against Against inclusion of an advance notice provision that requires a shareholder to provide notice to TMC in advance of a meeting of shareholders should such shareholder wish to nominate a person for election to the board of directors (this proposal is referred to herein as "Organizational Documents Proposal 4d"). 4E. Organizational Documents Proposal 4e - the Mgmt Against Against inclusion of a forum selection provision whereby, subject to limited exceptions, or unless TMC consents in writing to the selection of an alternative forum, the Supreme Court of the Province of British Columbia, Canada, and the appellate courts therefrom, will be the sole and exclusive forum for certain shareholder litigation matters (this proposal is referred to herein as "Organizational Documents Proposal 4e"). 4F. Organizational Documents Proposal 4f - Mgmt Against Against certain other changes, including the changes in the rights and restrictions attached to the Class B ordinary shares, and the deletion of the provisions relating to the initial public offering, the Sponsors, the initial business combination and other related matters (this proposal is referred to herein as "Organizational Documents Proposal 4f"). 5. The NYSE Proposal - to consider and vote Mgmt Against Against upon a proposal by ordinary resolution to approve, for purposes of complying with the provisions of the New York Stock Exchange ("NYSE") Listing Rule 312.03, the issuance of TMC Common Shares (as defined in the accompanying proxy statement/prospectus), and securities convertible into or exchangeable for TMC Common Shares, in connection with the Business Combination and the PIPE Investment (the "NYSE Proposal"). 6. The Incentive Award Plan Proposal - to Mgmt Against Against consider and vote upon the approval by ordinary resolution of the TMC Incentive Plan (as defined in the accompanying proxy statement/prospectus). SOAC refers to this as the "Incentive Award Plan Proposal." A copy of the Incentive Award Plan Proposal is attached to an amendment to the accompanying proxy statement/prospectus as Annex D. 7. The Adjournment Proposal - to consider and Mgmt Against Against vote upon a proposal by ordinary resolution to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting (the "Adjournment Proposal"). -------------------------------------------------------------------------------------------------------------------------- SVF INVESTMENT CORP. 3 Agenda Number: 935650350 -------------------------------------------------------------------------------------------------------------------------- Security: G8601N108 Meeting Type: Special Meeting Date: 03-Jun-2022 Ticker: SVFC ISIN: KYG8601N1088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against consider and vote upon a proposal to approve, by ordinary resolution under Cayman Islands law, the Business Combination and adopt the Agreement and Plan of Merger, dated as of December 12, 2021 (as it may be amended, restated, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among SVF 3, Saturn Acquisition (DE) Corp., a wholly owned subsidiary of SVF 3 ("Merger Sub"), Warehouse Technologies LLC ("Warehouse") and Symbotic Holdings ...(due to space limits,see proxy material for full proposal). 2. The Domestication Proposal - To consider Mgmt Against Against and vote upon a proposal to approve, by special resolution under Cayman Islands law, assuming the Business Combination Proposal is approved and adopted, the change of SVF 3's jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. 3. The Organizational Documents Proposal - To Mgmt Against Against consider and vote upon a proposal to approve and adopt, by special resolution under Cayman Islands law, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the proposed new certificate of incorporation (the "Proposed Charter") and bylaws (the "Proposed Bylaws," and, together with the Proposed Charter, the "Proposed Organizational Documents") of SVF 3 following the consummation of the Business ...(due to space limits, see proxy material for full proposal). 4A. Governance Proposal - To increase the Mgmt Against Against authorized share capital from 221,000,000 shares divided into 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001 per share, to authorized capital stock of 4,458,000,000 shares, consisting of (i) 3,000,000,000 shares of Class A common stock, par value $0.0001 per share, (ii) 1,000,000,000 shares of Class V-1 common stock, ...(due to space limits,see proxy material for full proposal). 4B. Governance Proposal - To provide that the Mgmt Against Against Proposed Charter may be amended by the affirmative vote of a majority of the outstanding shares of voting stock entitled to vote thereon, voting together as a single class, except that (a) Section 4.03(b) through Section 4.04 and (b) Article V through Article XIV of the Proposed Charter may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative ...(due to space limits, see proxy material for full proposal). 4C. Governance Proposal - To provide for (i) Mgmt Against Against the election of directors by a majority of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors, (ii) the filling of newly-created directorships or any vacancy on the board of directors by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director and (iii) the removal of directors with or ...(due to space limits, see proxy material for full proposal). 4D. Governance Proposal - To elect not to be Mgmt Against Against governed by Section 203 of the General Corporation Law of the State of Delaware. 4E. Governance Proposal - To provide that the Mgmt Against Against Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims. 4F. Governance Proposal - To provide that (i) Mgmt Against Against each holder of record of Class A common stock, Class B common stock and Class V-1 common stock shall be entitled to one vote per share on all matters which stockholders generally are entitled to vote, and (ii) each holder of record of Class V-3 common stock shall be entitled to three votes per share on all matters which stockholders generally are entitled to vote. 4G. Governance Proposal - To provide that (i) Mgmt Against Against holders of Class A common stock and Class B common stock, as such, shall be entitled to the payment of dividends and other distributions of cash, stock or property on the Class A common stock and Class B common stock, respectively, when, as and if declared by the board of directors in accordance with law and (ii) except with respect to certain stock dividends, dividends of cash or property may not be declared or paid on Class V-1 common stock or Class V-3 common stock. 4H. Governance Proposal - To eliminate various Mgmt Against Against provisions in Articles applicable only to blank check companies, including the provisions requiring that SVF 3 have net tangible assets of at least $5,000,001 immediately prior to, or upon such consummation of, a business combination. 5.1 Election of Director to serve until the Mgmt Abstain Against 2023 Annual Meeting: Richard B. Cohen 5.2 Election of Director to serve until the Mgmt Abstain Against 2023 Annual Meeting: Michael J. Loparco 5.3 Election of Director to serve until the Mgmt Abstain Against 2023 Annual Meeting: Rollin Ford 5.4 Election of Director to serve until the Mgmt Abstain Against 2023 Annual Meeting: Charles Kane 5.5 Election of Director to serve until the Mgmt Abstain Against 2023 Annual Meeting: Todd Krasnow 5.6 Election of Director to serve until the Mgmt Abstain Against 2023 Annual Meeting: Vikas J. Parekh 5.7 Election of Director to serve until the Mgmt Abstain Against 2023 Annual Meeting: Merline Saintil 5.8 Election of Director to serve until the Mgmt Abstain Against 2023 Annual Meeting: Michael Rhodin 6. The Merger Issuance Proposal - To consider Mgmt Against Against and vote upon a proposal to approve, by ordinary resolution under Cayman Islands law, for purposes of complying with applicable listing rules of the Nasdaq Capital Market ("NASDAQ"), the issuance of shares of common stock pursuant to the Business Combination. 7. The Subscription Agreements Proposal - To Mgmt Against Against consider and vote upon a proposal to approve, by ordinary resolution under Cayman Islands law, for purposes of complying with applicable listing rules of NASDAQ, the issuance of shares of Class A common stock pursuant to the Subscription Agreements (as defined in the proxy statement/prospectus). 8. The Incentive Compensation Plan Proposal - Mgmt Against Against To consider and vote upon a proposal to approve and adopt, by ordinary resolution under Cayman Islands law, the Incentive Compensation Plan (as defined in the proxy statement/prospectus). 9. The ESPP Proposal - To consider and vote Mgmt Against Against upon a proposal to approve and adopt, by ordinary resolution under Cayman Islands law, the ESPP (as defined in the proxy statement/prospectus). 10. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to approve, by ordinary resolution under Cayman Islands law, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies (i) to ensure that any required supplement or amendment to the proxy statement or prospectus is provided to SVF 3's shareholders, and/or (ii) in the event that there are insufficient votes for, or otherwise in connection with, the ...(due to space limits, see proxy material for full proposal). -------------------------------------------------------------------------------------------------------------------------- SWITCHBACK II CORPORATION Agenda Number: 935506204 -------------------------------------------------------------------------------------------------------------------------- Security: G8633T115 Meeting Type: Special Meeting Date: 02-Nov-2021 Ticker: SWBK ISIN: KYG8633T1159 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. The Domestication Merger Proposal - To Mgmt Against Against consider and vote upon a proposal to approve the reincorporation of Switchback to the State of Delaware by merging with and into Bird Holdings (the "Domestication Merger"), with Bird Holdings surviving the Domestication Merger as a publicly traded entity (such surviving entity, "New Bird" and the time at which the Domestication Merger becomes effective, the "Domestication Merger Effective Time") and becoming the sole owner of Merger Sub (the "Domestication Merger Proposal"). 1B. The Acquisition Merger Proposal - To Mgmt Against Against consider and vote upon a proposal to approve the merger, on the business day following the closing of the Domestication Merger (the "Acquisition Closing Date"), of Merger Sub with and into Bird (the "Acquisition Merger" and, together with the Domestication Merger and all other transactions contemplated by the Business Combination Agreement, the "Business Combination"), with Bird surviving the Acquisition Merger as a wholly owned subsidiary ...(due to space limits, see proxy statement for full proposal). 2. The Organizational Documents Proposal - To Mgmt Against Against consider and vote upon a proposal to approve the proposed certificate of incorporation (the "Proposed Certificate of Incorporation") and the proposed bylaws (the "Proposed Bylaws" and, together with the Proposed Certificate of Incorporation, the "Proposed Organizational Documents") of New Bird, which, if approved, would take effect at the Domestication Merger Effective Time (such proposal, the "Organizational Documents Proposal"). The ...(due to space limits, see proxy statement for full proposal). 3A. The Authorized Shares Proposal - To Mgmt Against Against consider and vote upon a proposal to approve and adopt a provision of the Proposed Organizational Documents, to authorize the change in the authorized share capital of Switchback from (a) 500,000,000 Class A ordinary shares, par value $0.0001 per share, of Switchback (the "Class A Ordinary Shares"), 50,000,000 Class B ordinary shares, par value $0.0001, of Switchback (the "Class B Ordinary Shares") and 5,000,000 Switchback preference ...(due to space limits, see proxy statement for full proposal). 3B. The Voting Power Proposal - To consider and Mgmt Against Against vote upon a proposal to approve and adopt a provision of the Proposed Organizational Documents, providing that holders of New Bird Class A Common Stock will be entitled to cast one vote per share, and holders New Bird Class X Common Stock will be entitled to cast 20 votes per share on each matter properly submitted to the stockholders entitled to vote, until the earlier of (such date, the "Sunset Date") (a) the date Travis VanderZanden is neither a senior ... (due to space limits, see proxy statement for full proposal). 3C. The Director Removal Proposal - To consider Mgmt Against Against and vote upon a proposal to approve and adopt a provision of the Proposed Organizational Documents providing that, subject to the rights of any holder of New Bird Preferred Stock, (a) until the Sunset Date, directors on the board of directors of New Bird (the "New Bird Board") may be removed from office with or without cause and (b) following the Sunset Date, directors on the New Bird Board may only be removed for cause, in each case, by the ... (due to space limits, see proxy statement for full proposal). 3D. The Adoption of Supermajority Vote Mgmt Against Against Requirement to Amend the Proposed Organizational Documents Proposal - To consider and vote upon a proposal to approve and adopt a provision of the Proposed Organizational Documents requiring the affirmative vote of at least two-thirds of the voting power of the outstanding shares to (a) adopt, amend or repeal the Proposed Bylaws and to (b) amend, alter, repeal or rescind Articles V(B), VI, VII, VIII, IX, X, XI or XII of the Proposed Certificate of Incorporation. 3E. The Exclusive Forum Provision Proposal - To Mgmt Against Against consider and vote upon a proposal to approve and adopt a provision of the Proposed Certificate of Incorporation to authorize adopting the Court of Chancery of the State of Delaware (or, in the event that the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) and any appellate court thereof, as the sole and exclusive forum for the following types ...(due to space limits, see proxy statement for full proposal). 3F. The Action by Written Consent of Mgmt Against Against Stockholders Proposal - To consider and vote upon a proposal to approve and adopt a provision of the Proposed Organizational Documents providing that, subject to the rights of any holders of New Bird Preferred Stock then outstanding, any action required or permitted to be taken by New Bird's stockholders (a) may be effected by written consent of the stockholders until the Sunset Date and (b) following the Sunset Date, must be effected at a duly called ... (due to space limits, see proxy statement for full proposal). 3G. The Corporate Name Proposal - To consider Mgmt Against Against and vote upon a proposal to approve and adopt a provision of the Proposed Organizational Documents providing that the name of the company is "Bird Global, Inc." 3H. The Perpetual Existence Proposal - To Mgmt Against Against consider and vote upon a proposal to approve and adopt a provision of the Proposed Organizational Documents making New Bird's corporate existence perpetual. 3I. The Provisions Related to Status as a Blank Mgmt Against Against Check Company Proposal - To consider and vote upon a proposal to approve and adopt a provision of the Proposed Organizational Documents removing provisions related to Switchback's status as a blank check company, which will no longer apply upon consummation of the Business Combination, as Switchback will cease to be a blank check company at such time. 4. The NYSE Proposal - To consider and vote Mgmt Against Against upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange, (a) the issuance of up to an aggregate of 230,907,064 shares of New Bird Class A Common Stock and 39,092,936 shares of New Bird Class X Common Stock in connection with the Acquisition Merger and (b) the issuance and sale of 16,000,000 shares of New Bird Class A Common Stock in a private offering of securities to certain investors in ...(due to space limits, see proxy statement for full proposal). 5. The 2021 Plan Proposal - To consider and Mgmt Against Against vote upon a proposal to approve and adopt the Bird Global, Inc. 2021 Incentive Award Plan and material terms thereunder (the "2021 Plan Proposal"). The 2021 Plan Proposal is cross-conditioned on the approval of each of the other Condition Precedent Proposals. 6. The ESPP Proposal - To consider and vote Mgmt Against Against upon a proposal to approve and adopt the Bird Global, Inc. 2021 Employee Stock Purchase Plan and material terms thereunder (the "ESPP Proposal"). The ESPP Proposal is cross-conditioned on the approval of each of the other Condition Precedent Proposals. 7. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposals, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the 2021 Plan Proposal or the ESPP Proposal. -------------------------------------------------------------------------------------------------------------------------- TABOOLA.COM LTD. Agenda Number: 935518994 -------------------------------------------------------------------------------------------------------------------------- Security: M8744T106 Meeting Type: Special Meeting Date: 14-Dec-2021 Ticker: TBLA ISIN: IL0011754137 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve an amendment to the Company's Mgmt For For compensation policy for executive officers and directors to allow the Company to satisfy tax withholding obligations related to equity-based compensation and to approve a corresponding amendment to the compensation terms of the Company's directors and Chief Executive Officer, each as detailed in the Company's proxy statement dated November 5, 2021. 1A. Are you a controlling shareholder of the Mgmt Against Company or do you have a personal interest in the approval of Proposal 1, as such terms are defined in the Proxy Statement? If your interest arises solely from the fact that you hold shares in the Company, you would not be deemed to have a personal interest, and should mark "No." (Please note: If you leave this question 1a. blank your shares will not be voted for Proposal 1). Mark "for" = yes or "against" = no. -------------------------------------------------------------------------------------------------------------------------- TABOOLA.COM LTD. Agenda Number: 935654550 -------------------------------------------------------------------------------------------------------------------------- Security: M8744T106 Meeting Type: Annual Meeting Date: 14-Jun-2022 Ticker: TBLA ISIN: IL0011754137 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Re-election of Class-I Director to serve Mgmt For For until the annual general meeting in 2025: Erez Shachar 1b. Re-election of Class-I Director to serve Mgmt For For until the annual general meeting in 2025: Deirdre Bigley 1c. Re-election of Class-I Director to serve Mgmt For For until the annual general meeting in 2025: Lynda Clarizio 2. To re-appoint Kost, Forer, Gabbay & Mgmt For For Kasierer, a member of Ernst & Young Global, as the Company's independent registered public accounting firm for the year ending December 31, 2022 and until the next annual general meeting of shareholders, and to authorize the Company's board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors. -------------------------------------------------------------------------------------------------------------------------- TAILWIND ACQUISITION CORP. Agenda Number: 935468543 -------------------------------------------------------------------------------------------------------------------------- Security: 87403Q102 Meeting Type: Special Meeting Date: 17-Aug-2021 Ticker: TWND ISIN: US87403Q1022 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against consider and vote upon a proposal to approve the Business Combination Agreement, dated as of March 1, 2021, by and among Tailwind Acquisition Corp., a Delaware corporation ("Tailwind"), Compass Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Tailwind ("Merger Sub"), QOMPLX, Inc., a Delaware corporation ("QOMPLX") and Rationem, LLC, a Delaware limited liability company, in its capacity as the representative of the stockholders of QOMPLX and ...(due to space limits, see proxy statement for full proposal). 2. The Charter Proposal - To consider and vote Mgmt Against Against upon a proposal to approve New QOMPLX's (as defined in the proxy statement/ prospectus) amended and restated certificate of incorporation, to be approved and adopted in connection with the Business Combination, a form of which is attached to the proxy statement/prospectus as Annex B (the "Post-Closing New QOMPLX Certificate of Incorporation"). 3. Governing Documents Proposal - To decrease Mgmt For For the number of authorized shares of Tailwind from 551,000,000 to 501,000,000. 4. Governing Documents Proposal - To eliminate Mgmt For For the classification of Tailwind's Class B common stock, par value $0.0001 per share. 5. Governing Documents Proposal - To provide Mgmt For For that the number of authorized shares of common stock or preferred stock may be increased or decreased by the affirmative vote of the holders of at least a majority of the voting power of the stock outstanding and entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law. 6. Governing Documents Proposal - To remove Mgmt Against Against the provisions regarding the doctrine of corporate opportunity from the Post- Closing New QOMPLX Certificate of Incorporation. 7. Governing Documents Proposal - To provide Mgmt Against Against that the vote of two- thirds of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required to adopt, amend or repeal any portion of Post-Closing New QOMPLX Certificate of Incorporation inconsistent with Article V(B) (Preferred Stock), Article VI, Article VII, Article VIII, Article IX, Article X and Article XI of the Post-Closing New QOMPLX Certificate of Incorporation. 8. The NYSE Proposal - To consider and vote Mgmt Against Against upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange, the issuance of shares of Class A common stock, par value $0.0001 per share, of New QOMPLX. 9. The Incentive Plan Proposal - To consider Mgmt For For and vote upon a proposal to approve and adopt the 2021 QOMPLX, Inc. Incentive Equity Plan. 10. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to adjourn the Tailwind Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Tailwind Special Meeting, there are not sufficient votes to approve any of the Business Combination Proposal, the Charter Proposal, the NYSE Proposal or the Incentive Plan Proposal, or holders of Tailwind's Class A Common Stock have elected to ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- TAILWIND TWO ACQUISITION CORP. Agenda Number: 935552237 -------------------------------------------------------------------------------------------------------------------------- Security: G86613109 Meeting Type: Special Meeting Date: 22-Mar-2022 Ticker: TWNT ISIN: KYG866131090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - Mgmt Against Against RESOLVED, as an ordinary resolution, that Tailwind Two's entry into the Agreement and Plan of Merger, dated as of October 28, 2021 (as may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Tailwind Two, Titan Merger Sub, Inc., a Delaware corporation ("Merger Sub") and Terran Orbital Corporation, a Delaware corporation ("Terran Orbital"), a copy of which is attached to the accompanying proxy ...(due to space limits, see proxy material for full proposal). 2. The Domestication Proposal - RESOLVED, as a Mgmt Against Against special resolution, that Tailwind Two be transferred by way of continuation to Delaware pursuant to Part XII of the Companies Act (Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware and, immediately upon being de- registered in the Cayman Islands, Tailwind Two be continued and domesticated as a corporation under the laws of the state of Delaware. 3. The Charter Proposal - RESOLVED, as a Mgmt Against Against special resolution, that, upon the Domestication, the amended and restated memorandum and articles of association of Tailwind Two ("Existing Governing Documents") be amended and restated by the deletion in their entirety and the substitution in their place of the proposed new certificate of incorporation of "Terran Orbital Corporation" upon the Domestication, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the ...(due to space limits, see proxy material for full proposal). 4. Advisory Governing Documents Proposal A - Mgmt Against Against RESOLVED, that an amendment to change the authorized share capital of Tailwind Two from US$55,100 divided into (i) 500,000,000 Class A ordinary shares, par value $0.0001 per share, (ii) 50,000,000 Class B ordinary shares, par value $0.0001 per share and (iii) 1,000,000 preference shares, par value $0.0001 per share, to (a) 300,000,000 shares of common stock, par value $0.0001 per share, of New Terran Orbital and (b) 50,000,000 shares of preferred ...(due to space limits, see proxy material for full proposal). 5. Advisory Governing Documents Proposal B - Mgmt Against Against RESOLVED, that an amendment to authorize the board of directors of New Terran Orbital to issue any or all shares of New Terran Orbital preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the board of directors of New Terran Orbital and as may be permitted by the Delaware General Corporation Law be approved on a non- binding advisory basis. 6. Advisory Governing Documents Proposal C - Mgmt Against Against RESOLVED, that an amendment to remove the ability of New Terran Orbital stockholders to take action by written consent in lieu of a meeting be approved on a non-binding advisory basis. 7. Advisory Governing Documents Proposal D - Mgmt Against Against RESOLVED, that certain other changes in connection with the replacement of Existing Governing Documents with the Proposed Certificate of Incorporation as part of the Domestication (a copy of which is attached to the accompanying proxy statement/ prospectus as Annex C), including (i) changing the post-Business Combination corporate name from "Tailwind Two Acquisition Corp." to "Terran Orbital Corporation" (which is expected to occur after the ...(due to space limits, see proxy material for full proposal). 8. Advisory Governing Documents Proposal E - Mgmt Against Against RESOLVED, that an amendment to require the affirmative vote of the holders of (i) at least two thirds (2/3) of the total voting power of all the then-outstanding shares of New Terran Orbital's stock entitled to vote thereon, and voting as a single class, to amend or repeal the proposed bylaws (or a majority of the total voting power of the then-outstanding shares of capital stock of New Terran Orbital entitled to vote on such amendment or repeal, ...(due to space limits, see proxy material for full proposal). 9. The Exchange Proposal - RESOLVED, as an Mgmt Against Against ordinary resolution, that for the purposes of complying with the applicable provisions of New York Stock Exchange Listing Rule 312.03 or Nasdaq Stock Exchange Listing Rule 5635, as applicable, the issuance of shares of New Terran Orbital Common Stock in connection with the Business Combination, the Debt Financings and the PIPE Financing (each term as defined in the accompanying proxy statement/prospectus) be approved. 10. The Incentive Award Plan Proposal - Mgmt Against Against RESOLVED, as an ordinary resolution, that the New Terran Orbital 2021 Omnibus Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E, be adopted and approved. 11. The Adjournment Proposal - RESOLVED, as an Mgmt Against Against ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Tailwind Two shareholders or, if as of the time for which the Extraordinary General Meeting is scheduled, there are insufficient Tailwind Two ordinary shares represented (either in person or by proxy) to ...(due to space limits, see proxy material for full proposal). -------------------------------------------------------------------------------------------------------------------------- TANGO THERAPEUTICS, INC. Agenda Number: 935627743 -------------------------------------------------------------------------------------------------------------------------- Security: 87583X109 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: TNGX ISIN: US87583X1090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Lesley Ann Calhoun Mgmt Withheld Against Reid Huber Mgmt Withheld Against 2. To ratify the selection of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- TATTOOED CHEF, INC. Agenda Number: 935624583 -------------------------------------------------------------------------------------------------------------------------- Security: 87663X102 Meeting Type: Annual Meeting Date: 02-Jun-2022 Ticker: TTCF ISIN: US87663X1028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Jennifer Fellner Mgmt Withheld Against Edward Gelfand Mgmt Withheld Against Daniel Williamson Mgmt Withheld Against 2. Ratification of Deloitte & Touche, LLP as Mgmt For For independent registered public accounting firm. 3. Advisory vote to approve executive Mgmt For For compensation. 4. Advisory vote on the frequency of Mgmt 1 Year Against stockholder votes on executive compensation. -------------------------------------------------------------------------------------------------------------------------- THE BEACHBODY COMPANY, INC. Agenda Number: 935577481 -------------------------------------------------------------------------------------------------------------------------- Security: 073463101 Meeting Type: Annual Meeting Date: 10-May-2022 Ticker: BODY ISIN: US0734631015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Carl Daikeler Mgmt Withheld Against 1.2 Election of Director: Mary Conlin Mgmt For For 1.3 Election of Director: Kristin Frank Mgmt For For 1.4 Election of Director: Michael Heller Mgmt Withheld Against 1.5 Election of Director: Kevin Mayer Mgmt For For 1.6 Election of Director: John Salter Mgmt Withheld Against 1.7 Election of Director: Ben Van de Bunt Mgmt Withheld Against 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as the independent registered public accounting firm of the Company for the fiscal year ended December 31, 2022. 3. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive compensation. -------------------------------------------------------------------------------------------------------------------------- THE BEAUTY HEALTH COMPANY Agenda Number: 935649749 -------------------------------------------------------------------------------------------------------------------------- Security: 88331L108 Meeting Type: Annual Meeting Date: 28-Jun-2022 Ticker: SKIN ISIN: US88331L1089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Andrew Stanleick Mgmt For For Desiree Gruber Mgmt Withheld Against Michelle Kerrick Mgmt Withheld Against 2. The ratification of 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, 2022. 3. Approve, on a non-binding, advisory basis, Mgmt 1 Year For the frequency of future stockholder advisory votes on the compensation paid to the Company's named executive officers. -------------------------------------------------------------------------------------------------------------------------- THE LION ELECTRIC COMPANY Agenda Number: 935599780 -------------------------------------------------------------------------------------------------------------------------- Security: 536221104 Meeting Type: Annual Meeting Date: 06-May-2022 Ticker: LEV ISIN: CA5362211040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Sheila C. Bair Mgmt For For Marc Bedard Mgmt For For Pierre Larochelle Mgmt For For Ann L. Payne Mgmt For For Pierre-Olivier Perras Mgmt For For Michel Ringuet Mgmt For For Lorenzo Roccia Mgmt For For Pierre Wilkie Mgmt For For 2 To appoint Raymond Chabot Grant Thornton Mgmt For For LLP as Auditors of the Corporation. -------------------------------------------------------------------------------------------------------------------------- THIMBLE POINT ACQUISITION CORP. Agenda Number: 935514136 -------------------------------------------------------------------------------------------------------------------------- Security: 88408P107 Meeting Type: Special Meeting Date: 30-Nov-2021 Ticker: THMA ISIN: US88408P1075 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. A proposal to (a) approve and adopt the Mgmt Against Against Business Combination Agreement, dated as of June 21, 2021 (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Business Combination Agreement"), by and among THMA, Oz Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of THMA ("Merger Sub"), and Pear Therapeutics, Inc., a Delaware corporation ("Pear"), and (b) approve the transactions contemplated thereby, including ...(due to space limits, see proxy statement for full proposal). 2. A proposal to amend the current certificate Mgmt Against Against of incorporation of THMA (the "Current Charter") and adopt the Second Amended and Restated Certificate of Incorporation (the "Proposed Charter") to be effective upon the consummation of the Merger (the "Closing") which will include amendments to (a) increase the number of authorized shares of THMA's capital stock, par value $0.0001 per share, from 221,000,000 shares, consisting of (i) 220,000,000 shares of common stock, including 200,000,000 shares ...(due to space limits, see proxy statement for full proposal). 3. On a non-binding advisory basis, a separate Mgmt Against Against proposal with respect to certain governance provisions in the Proposed Charter in accordance with Securities and Exchange Commission guidance. The Proposed Charter, and the provisions that are the subject of this proposal, is further described in the Proxy Statement for the Special Meeting and a copy of the Proposed Charter is attached as Annex B to the Proxy Statement. 4. DIRECTOR Zack Lynch Mgmt Withheld Against Kirthiga Reddy Mgmt Withheld Against Andrew J. Schwab Mgmt Withheld Against Alison Bauerlein Mgmt Withheld Against Nancy Schlichting Mgmt Withheld Against Jorge Gomez Mgmt Withheld Against Corey McCann Mgmt Withheld Against 5. A proposal to approve, in connection with Mgmt Against Against the Merger, for purposes of complying with applicable listing rules of the NASDAQ Stock Market ("NASDAQ"), the issuance and/or sale of (a) up to 132,395,625 THMA Class A Common Shares to the holders of Pear's capital stock pursuant to the Business Combination Agreement and the reservation for issuance of THMA Class A Common Shares subject to Rollover Options (as defined in the Proxy Statement) pursuant to the Business Combination Agreement ...(due to space limits, see proxy statement for full proposal). 6. A proposal to approve and adopt the Pear Mgmt Against Against Holdings Corp. 2021 Stock Option and Incentive Plan (the "2021 Plan"), a copy of which is attached as Annex K to the Proxy Statement, and the material terms thereunder. 7. A proposal to approve and adopt the Pear Mgmt Against Against Holdings Corp. Employee Stock Purchase Plan (the "2021 ESPP"), a copy of which is attached as Annex L to the Proxy Statement, and the material terms thereunder. 8. A proposal to approve the adjournment of Mgmt Against Against the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, Proposals 1-2 and 4-7. -------------------------------------------------------------------------------------------------------------------------- TMC THE METALS COMPANY INC. Agenda Number: 935610926 -------------------------------------------------------------------------------------------------------------------------- Security: 87261Y106 Meeting Type: Annual Meeting Date: 31-May-2022 Ticker: TMC ISIN: CA87261Y1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Set the Number of Directors at 8 Mgmt For For 2.1 Election of Director: Gerard Barron Mgmt For For 2.2 Election of Director: Andrew Hall Mgmt For For 2.3 Election of Director: Sheila Khama Mgmt For For 2.4 Election of Director: Andrei Karkar Mgmt For For 2.5 Election of Director: Christian Madsbjerg Mgmt For For 2.6 Election of Director: Kathleen McAllister Mgmt For For 2.7 Election of Director: Amelia Siamomua Mgmt For For 2.8 Election of Director: Gina Stryker Mgmt For For 3. Approval of the Company's 2021 Employee Mgmt For For Stock Purchase Plan 4. Appointment of Ernst & Young LLP as the Mgmt For For Company's independent registered public accounting firm for the 2022 fiscal year -------------------------------------------------------------------------------------------------------------------------- TORTOISE ACQUISITION CORP. II Agenda Number: 935481589 -------------------------------------------------------------------------------------------------------------------------- Security: G89554102 Meeting Type: Special Meeting Date: 25-Aug-2021 Ticker: SNPR ISIN: KYG895541020 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against consider and separately vote upon a proposal to (a) approve by ordinary resolution and adopt the Business Combination Agreement and Plan of Reorganization, dated as of February 7, 2021 (the "Business Combination Agreement"), by and among TortoiseCorp, SNPR Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of TortoiseCorp ("First Merger Sub"), SNPR Merger Sub II, LLC, a Delaware limited liability company and a direct ... (due to space limits, see proxy statement for full proposal). 2. The Domestication Proposal - To consider Mgmt Against Against and vote upon a proposal to approve by special resolution the change of TortoiseCorp's jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication" and such proposal, the "Domestication Proposal"). The Domestication Proposal is cross-conditioned on the approval of each of the other Condition Precedent Proposals. 3. The Organizational Documents Proposal - To Mgmt Against Against consider and vote upon a proposal to approve by special resolution the replacement of TortoiseCorp's Amended and Restated Memorandum and Articles of Association (the "Existing Organizational Documents") and adoption of the proposed certificate of incorporation (the "Proposed Certificate of Incorporation") and the proposed new bylaws (the "Proposed Bylaws" and, together with the Proposed Certificate of Incorporation, the "Proposed Organizational ... (due to space limits, see proxy statement for full proposal). 4A. The Authorized Shares Proposal - To Mgmt Against Against consider and vote upon a proposal to approve and adopt an amendment to the Existing Organizational Documents to authorize the change in the authorized share capital of TortoiseCorp from (a) 200,000,000 Class A ordinary shares, par value $0.0001, 20,000,000 Class B ordinary shares, par value $0.0001, and 1,000,000 preference shares, par value $0.0001, to (b) 350,000,000 shares of New Volta Class A common stock, par value $0.0001 (the "New Volta ...(due to space limits, see proxy statement for full proposal). 4B. The Voting Power Proposal - To consider and Mgmt Against Against vote upon a proposal to approve and adopt an amendment to the Existing Organizational Documents providing that, except as otherwise expressly provided by the Proposed Certificate of Incorporation or as provided by law, the holders of New Volta Class A Common Stock and New Volta Class B Common Stock shall at all times vote together as a single class on all matters; provided however, that, except as otherwise required by law, holders of shares of New Volta Class ...(due to space limits, see proxy statement for full proposal). 4C. The Director Removal Proposal - To consider Mgmt Against Against and vote upon a proposal to approve and adopt an amendment to the Existing Organizational Documents providing that, subject to the rights of any New Volta Preferred Stock, directors on the New Volta Board may only be removed for cause and by the affirmative vote of the holders of at least two-thirds of the voting power of then-outstanding shares entitled to vote in the election of directors, voting together as a single class. 4D. The Adoption of Supermajority Vote Mgmt Against Against Requirement to Amend the Proposed Organizational Documents Proposal - To consider and vote upon a proposal to approve and adopt an amendment to the Existing Organizational Documents requiring the affirmative vote of at least two-thirds of the voting power of then-outstanding shares to (a) adopt, amend or repeal the Proposed Bylaws, and to (b) amend or repeal or adopt any provision inconsistent with Sections 1.2 and 2 of Article IV, or Article V, Article VI, ... (due to space limits, see proxy statement for full proposal). 4E. The Exclusive Forum Provision Proposal - To Mgmt Against Against consider and vote upon a proposal to approve and adopt an amendment to the Existing Organizational Documents to authorize adopting the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District ...(due to space limits, see proxy statement for full proposal). 4F. The Action by Written Consent of Mgmt Against Against Stockholders Proposal - To consider and vote upon a proposal to approve and adopt an amendment to the Existing Organizational Documents providing that, subject to the rights of any New Volta Preferred Stock then-outstanding, any action required or permitted to be taken by New Volta's stockholders must be effected at a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders. 4G. The Corporate Name Proposal - To consider Mgmt Against Against and vote upon a proposal to approve and adopt an amendment to the Existing Organizational Documents changing the name of the Company to "Volta Inc." 4H. The Perpetual Existence Proposal - To Mgmt Against Against consider and vote upon a proposal to approve and adopt an amendment to the Existing Organizational Documents making New Volta's corporate existence perpetual. 4I. The Provisions Related to Status as a Blank Mgmt Against Against Check Company Proposal - To consider and vote upon a proposal to approve and adopt an amendment to the Existing Organizational Documents removing provisions related to TortoiseCorp's status as a blank check company, which will no longer apply upon consummation of the Business Combination, as TortoiseCorp will cease to be a blank check company at such time. 5. The PIPE Proposal - To consider and vote Mgmt Against Against upon a proposal to approve by ordinary resolution, for purposes of complying with the applicable listing rules of the New York Stock Exchange, the issuance and sale of 30,000,000 shares of New Volta Class A Common Stock in a private offering of securities to certain investors in connection with the Business Combination, which shall occur substantially concurrently with, and is contingent upon, the consummation of the transactions contemplated by the ...(due to space limits, see proxy statement for full proposal). 6. The 2021 Plan Proposal - To consider and Mgmt Against Against vote upon a proposal to approve by ordinary resolution and adopt the New Volta 2021 Equity Incentive Plan and material terms thereunder (the "2021 Plan Proposal"). The 2021 Plan Proposal is cross-conditioned on the approval of each of the other Condition Precedent Proposals. 7. The Founder Plan Proposal - To consider and Mgmt Against Against vote upon a proposal to approve by ordinary resolution and adopt the New Volta Founder Incentive Plan and material terms thereunder (the "Founder Plan Proposal"). The Founder Plan Proposal is cross-conditioned on the approval of each of the other Condition Precedent Proposals. 8. The ESPP Proposal - To consider and vote Mgmt For For upon a proposal to approve the Employee Stock Purchase Plan, including the authorization of the initial share reserve under the Employee Stock Purchase Plan (the "ESPP Proposal"). The ESPP Proposal is cross-conditioned on the approval of each of the Condition Precedent Proposals. 9. DIRECTOR Scott Mercer Mgmt Withheld Against Christopher Wendel Mgmt Withheld Against Eli Aheto Mgmt Withheld Against Vincent T. Cubbage Mgmt Withheld Against Martin Lauber Mgmt Withheld Against Katherine Savitt Mgmt Withheld Against Bonita Stewart Mgmt Withheld Against John Tough Mgmt Withheld Against 10. The Adjournment Proposal - To consider and Mgmt Against Against vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Organizational ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- TPG PACE TECH OPPORTUNITIES CORPORATION Agenda Number: 935488533 -------------------------------------------------------------------------------------------------------------------------- Security: G8990Y103 Meeting Type: Special Meeting Date: 14-Sep-2021 Ticker: PACE ISIN: KYG8990Y1035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1) The Business Combination Proposal - To Mgmt Against Against approve as an ordinary resolution and adopt the Business Combination Agreement, dated as of January 28, 2021, as amended on March 19, 2021, on July 14, 2021, on August 11, 2021 and on August 18, 2021, by and among TPG Pace, TPG Pace Tech Merger Sub LLC, a Delaware limited liability company ("TPG Pace Merger Sub"), TCV VIII (A) VT, Inc., a Delaware corporation ("TCV Blocker"), LCSOF XI VT, Inc., a Delaware corporation ("Learn Blocker" and, together with TCV ...(due to space limits, see proxy statement for full proposal). 2) The Domestication Proposal - To approve as Mgmt Against Against a special resolution, that TPG Pace be de-registered in the Cayman Islands pursuant to article 47 of its articles of association and registered by way of continuation as a corporation under the laws of the state of Delaware (the "Domestication") pursuant to Part XII of the Companies Law (Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware (the "DGCL"), and immediately upon being de-registered in the Cayman ...(due to space limits, see proxy statement for full proposal). 3) The Charter Proposal - To approve as a Mgmt Against Against special resolution that, upon the Domestication, the amended and restated memorandum and articles of incorporation of TPG Pace (the "Existing Governing Documents") be amended and restated by the proposed certificate of incorporation of "Nerdy Inc." (a corporation incorporated in the State of Delaware, assuming the Domestication Proposal is approved and adopted, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of corporate ...(due to space limits, see proxy statement for full proposal). 4) Governing Documents Proposal A - To change Mgmt Against Against the authorized share capital of TPG Pace from US $22,100 divided into (i) 200,000,000 Class A ordinary shares, par value $0.0001 per share, (ii) 20,000,000 Class F ordinary shares, par value $0.0001 per share, and (iii) 1,000,000 preference shares, par value $0.0001, to (a) 1,000,000,000 shares of Class A common stock, par value $0.0001 per share, of Nerdy Inc., (b) 20,000,000 shares of Class F common stock, par value $0.0001 per share, of Nerdy Inc., ... (due to space limits, see proxy statement for full proposal). 5) Governing Documents Proposal B - To approve Mgmt Against Against as an ordinary resolution, the authorization to the Nerdy Inc. board of directors (the "Nerdy Inc. Board") to issue any or all shares of Nerdy Inc. preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Nerdy Inc. Board and as may be permitted by the DGCL. 6) Governing Documents Proposal C - To approve Mgmt Against Against as an ordinary resolution, the provision that certain provisions of the proposed certificate of incorporation of Nerdy Inc. are subject to that certain agreement by and among TPG Pace, Cohn Investments, LLC, Charles K. Cohn VT Trust U/A/D May 26, 2017, Learn Blocker, Learn Capital Special Opportunities Fund XIV, L.P., Learn Capital Special Opportunities Fund XV, TCV Blocker, TCV VIII (A) VT, L.P., TCV VIII, L.P., TCV VIII ...(due to space limits, see proxy statement for full proposal). 7) Governing Documents Proposal D - To approve Mgmt Against Against as an ordinary resolution, the provision that removes the ability of Nerdy Inc. stockholders to take action by written consent in lieu of a meeting. 8) Governing Documents Proposal E - To approve Mgmt Against Against as an ordinary resolution, the provision that, upon the Domestication, any director or the entire Nerdy Inc. Board may be removed from office, but only for cause and only by the affirmative vote of the holders of a majority of the then-outstanding shares of stock of Nerdy Inc. entitled to vote generally for the election of directors. 9) Governing Documents Proposal F - To approve Mgmt Against Against as an ordinary resolution all other changes necessary or desirable in connection with the replacement of Existing Governing Documents with the proposed certificate of incorporation and proposed bylaws as part of the Domestication, including (i) changing the post-Business Combination corporate name from "TPG Pace Tech Opportunities Corp." to "Nerdy Inc." (which is expected to occur upon the consummation of the Domestication), ...(due to space limits, see proxy statement for full proposal). 10) DIRECTOR Charles Cohn Mgmt Withheld Against Catherine Beaudoin Mgmt Withheld Against Erik Blachford Mgmt Withheld Against Rob Hutter Mgmt Withheld Against C. (Woody) Marshall Mgmt Withheld Against Greg Mrva Mgmt Withheld Against Kathleen Phili Mgmt Withheld Against 11) The NYSE Proposal - To approve as an Mgmt Against Against ordinary resolution, assuming the Business Combination Proposal and the Governing Documents Proposals are approved and adopted, for purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual, the issuance of more than 20% of common stock in connection with the transactions contemplated by the subscription agreements, pursuant to which the certain investors agreed to purchase, and TPG Pace agreed to issue and ...(due to space limits, see proxy statement for full proposal). 12) The Equity Incentive Plan Proposal - To Mgmt Against Against approve as an ordinary resolution, the Equity Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex K. 13) The Adjournment Proposal - To approve as an Mgmt Against Against ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to TPG Pace shareholders or, if as of the time for which the extraordinary general meeting is scheduled, there are insufficient TPG Pace ordinary shares represented (either in person, virtually or by proxy) ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- TREBIA ACQUISITION CORP. Agenda Number: 935539532 -------------------------------------------------------------------------------------------------------------------------- Security: G9027T109 Meeting Type: Special Meeting Date: 20-Jan-2022 Ticker: TREB ISIN: KYG9027T1094 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - a Mgmt Against Against proposal to approve Trebia's entry into that certain Business Combination Agreement, dated as of June 28, 2021 and amended on November 30, 2021 (as may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Trebia, S1 Holdco, LLC ("S1 Holdco"), Orchid Merger Sub I, Inc. ("Trebia Merger Sub I"), Orchid Merger Sub II, Inc. ("Trebia Merger Sub II"), System1 SS Protect Holdings, Inc. ("Protected") ...(due to space limits, see proxy statement for full proposal). 2. The NYSE Proposal - a proposal to approve, Mgmt Against Against for the purposes of complying with the applicable provisions of Section 312.03 of the NYSE's Listed Company Manual, (i) the issuance of common stock of System1 (as defined below) in connection with the consummation of the transactions contemplated by the Business Combination Agreement and the other transaction agreements, (ii) all issuances of shares of common stock of System1 upon the conversion of shares of any other class of System1 common stock ...(due to space limits, see proxy statement for full proposal). 3. The Domestication Proposal - a proposal to Mgmt Against Against approve that Trebia be domesticated as a Delaware corporation in accordance with Section 388 of the DGCL and de-register as a Cayman Islands exempted company in accordance with Section 206 of the Cayman Islands Companies Act (As Revised) (the "Domestication"), upon which Trebia will change its name to "System1, Inc." ("System1"). 4. The Charter Amendment Proposal - a proposal Mgmt Against Against to approve the amendment and restatement of the amended and restated memorandum and articles of association of Trebia by their deletion and replacement with the proposed certificate of incorporation of System1, (a copy of which is attached to the accompanying proxy statement/prospectus as Annex B (the "System1 Charter")), and the proposed bylaws of System1, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the ...(due to space limits, see proxy statement for full proposal). 5A. Multi-class Shares Proposal - a proposal to Mgmt Against Against authorize a change to the authorized capital stock of Trebia from (A) 400,000,000 Class A ordinary shares of Trebia, par value $0.0001 per share, 40,000,000 Class B ordinary shares of Trebia, par value $0.0001 per share, and 1,000,000 preferred shares of Trebia, par value $0.0001 per share, to (B) 500,000,000 shares of System1 class A common stock, par value $0.0001 per share, 25,000,000 shares of System1 class C common stock, par value $0.0001 per share, ...(due to space limits, see proxy statement for full proposal). 5B. Election, Number and Removal of Directors - Mgmt Against Against a proposal to permit changes to the ability of shareholders to vote and remove directors from the System1 board of directors. 5C. Approval of Business Combination - a Mgmt Against Against proposal to approve the adoption of a majority voting requirement to approve a merger or other form of business combination, if such merger or business combination is approved by the System1 board of directors. 5D. Exclusive Forum Provision - a proposal to Mgmt Against Against make the Delaware Court of Chancery serve as the exclusive forum (or, in the event that the Delaware Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) for any shareholder claims, including claims in the right of System1 that are based upon a violation of a duty by a current or former director, officer, employee or shareholder in such capacity, or as to ...(due to space limits, see proxy statement for full proposal). 5E. Action by Written Consent of Stockholders - Mgmt Against Against a proposal to only permit action by System1 shareholders only at a duly called annual or special meeting of such shareholders. 5F. Other Changes In Connection With Adoption Mgmt Against Against of the System1 Organizational Documents - a proposal to approve and authorize (A) changing the corporate name from "Trebia Acquisition Corp." to "System1, Inc.", (B) making System1's corporate existence perpetual, and (C) removing certain provisions related to System1's status as a blank check company. 6. The Incentive Plan Proposal - a proposal to Mgmt Against Against approve and adopt the System1 2022 Incentive Award Plan (the "Incentive Plan") and the material terms thereunder, including the authorization of the accompanying initial share reserve thereunder. A copy of the Incentive Plan is attached to the accompanying proxy statement/prospectus as Annex D. 7. DIRECTOR Dexter Fowler Mgmt Withheld Against Caroline Horn Mgmt Withheld Against Jennifer Prince Mgmt Withheld Against Moujan Kazerani Mgmt Withheld Against Frank R. Martire, Jr. Mgmt Withheld Against Christopher Phillips Mgmt Withheld Against Michael Blend Mgmt Withheld Against William P. Foley, II Mgmt Withheld Against 8. The Adjournment Proposal - a proposal to Mgmt Against Against approve the adjournment of the Extraordinary General Meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Trebia Shareholders or, if as of the time for which the Extraordinary General Meeting is scheduled, there are insufficient Trebia ordinary shares represented (either in person or by proxy) to constitute ...(due to space limits, see proxy statement for full proposal). -------------------------------------------------------------------------------------------------------------------------- TUSCAN HOLDINGS CORP. Agenda Number: 935472376 -------------------------------------------------------------------------------------------------------------------------- Security: 90069K104 Meeting Type: Special Meeting Date: 21-Jul-2021 Ticker: THCB ISIN: US90069K1043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposals: To Mgmt For For consider and vote upon a proposal to adopt the Merger Agreement, dated February 1, 2021, by and among Tuscan Holdings Corp. (the "Company"), Microvast, Inc., a Delaware corporation ("Microvast"), and TSCN Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company, a copy of which is attached to the Proxy Statement as Annex A, and the Business Combination contemplated therein, including the Merger. 2. The Charter Proposal: To consider and vote Mgmt For For upon a proposal to adopt the proposed Second Amended and Restated Certificate of Incorporation (the "Proposed Charter") of the Company, which will be renamed "Microvast Holdings, Inc." in the Business Combination ("Microvast Holdings"), in the form attached to the Proxy Statement as Annex B-1, and the proposed Amended and Restated Bylaws of Microvast Holdings (the "Proposed Bylaws") in the form attached to the Proxy Statement as Annex B-2. 3A. Advisory Charter Proposal A: Microvast Mgmt Against Against Holdings will have authorized capital stock of 800,000,000 shares, consisting of 750,000,000 shares of common stock and 50,000,000 shares of preferred stock. 3B. Advisory Charter Proposal B: So long as the Mgmt Against Against stockholders agreement to be entered into at the closing of the Business Combination by Yang Wu, the Chief Executive Officer of Microvast ("Wu"), Tuscan Holdings Acquisition LLC, a Delaware limited liability company, and Microvast Holdings (such agreement, the "Stockholders Agreement") remains in effect, (i) any increase or decrease in the number of directors on the board of Microvast Holdings (the "Board") shall require the ...(due to space limits, see proxy statement for full proposal). 3C. Advisory Charter Proposal C: So long as Wu Mgmt Against Against owns at least 10% of the total voting power of Microvast Holdings, (i) in addition to the Board and the chairman of the Board, special meetings of the stockholders may be called by Wu and (ii) the Proposed Charter may only be amended by the affirmative vote of the holders of at least 75% of the total voting power of Microvast Holdings. 3D. Advisory Charter Proposal D: Microvast Mgmt For For Holdings will elect to not be governed by Section 203 of the General Corporation Law of the State of Delaware. 3E. Advisory Charter Proposal E: Modify the Mgmt For For forum selection provision to provide that the designation of Delaware courts as the exclusive forum for litigation matters does not apply to claims arising under the Securities Act or the Exchange Act and to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act. 4. The Nasdaq Proposal: To consider and vote Mgmt For For upon a proposal as required by the rules of the Nasdaq Stock Market, to approve the issuance of (a) up to an aggregate of 230,000,000 shares of common stock of the Company, par value $0.0001 per share ("Common Stock"), to the securityholders of Microvast in the Business Combination, (b) an aggregate of 6,736,111 shares of Common Stock upon conversion (the "Bridge Notes Conversion") of an aggregate of $57,500,000 outstanding promissory notes ...(due to space limits, see proxy statement for full proposal). 5. DIRECTOR Yang Wu Mgmt For For Yanzhuan Zheng Mgmt For For Craig Webster Mgmt For For Stanley Whittingham Mgmt For For Arthur Wong Mgmt For For Stephen Vogel Mgmt Withheld Against Wei Ying Mgmt Withheld Against 6. The Incentive Plan Proposal: To consider Mgmt For For and vote upon a proposal to approve the adoption of the Microvast Holdings, Inc. 2021 Equity Incentive Plan (the "2021 Plan"). A copy of the 2021 Plan is attached to the Proxy Statement as Annex C. 7. The Adjournment Proposal: To consider and Mgmt For For vote upon a proposal to adjourn the special meeting to a later date or dates if it is determined by the Company and Microvast that more time is necessary to further solicit proxies necessary for the approval of the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Director Election Proposal or the Incentive Plan Proposal. -------------------------------------------------------------------------------------------------------------------------- TWC TECH HOLDINGS II CORP. Agenda Number: 935483850 -------------------------------------------------------------------------------------------------------------------------- Security: 90117G105 Meeting Type: Special Meeting Date: 27-Aug-2021 Ticker: TWCT ISIN: US90117G1058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve and adopt the Business Mgmt Against Against Combination Agreement and Plan of Merger, dated as of April 8, 2021 (as it may be amended or restated from time to time, the "Business Combination Agreement"), by and among Cellebrite DI Ltd. ("Cellebrite"), TWC Tech Holdings II Corp. ("TWC") and Cupcake Merger Sub Inc. ("Merger Sub"), and approve the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into TWC, with TWC continuing as the surviving entity and as a wholly owned subsidiary of Cellebrite (the "Business Combination"). 2. To approve and adopt the amended articles Mgmt Against Against of association of TWC to be effective upon the consummation of the Business Combination in the form attached to the accompanying proxy statement as Annex B. 3. To approve any proposal to adjourn the Mgmt Against Against Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve Proposals No. 1 and 2. -------------------------------------------------------------------------------------------------------------------------- UPHEALTH, INC. Agenda Number: 935672003 -------------------------------------------------------------------------------------------------------------------------- Security: 91532B101 Meeting Type: Annual Meeting Date: 28-Jun-2022 Ticker: UPH ISIN: US91532B1017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Neil Miotto Mgmt Withheld Against Dr. Raluca Dinu Mgmt Withheld Against Agnes Rey-Giraud Mgmt Withheld Against 2. Ratification of independent registered Mgmt For For public accounting firm. -------------------------------------------------------------------------------------------------------------------------- UTZ BRANDS, INC. Agenda Number: 935570300 -------------------------------------------------------------------------------------------------------------------------- Security: 918090101 Meeting Type: Annual Meeting Date: 05-May-2022 Ticker: UTZ ISIN: US9180901012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Antonio F. Fernandez Mgmt Withheld Against Michael W. Rice Mgmt Withheld Against Craig D. Steeneck Mgmt Withheld Against Pamela Stewart Mgmt For For 2. Non-binding, advisory vote to approve Mgmt For For Executive Compensation 3. Non-binding, advisory proposal on the Mgmt 1 Year For frequency of holding future votes regarding Executive Compensation 4. Ratification of the selection by our audit Mgmt For For committee of Grant Thornton, LLP to serve as our independent registered public accounting firm for the year ending January 1, 2023 -------------------------------------------------------------------------------------------------------------------------- UWM HOLDINGS CORPORATION Agenda Number: 935627654 -------------------------------------------------------------------------------------------------------------------------- Security: 91823B109 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: UWMC ISIN: US91823B1098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Kelly Czubak Mgmt Withheld Against Alex Elezaj Mgmt Withheld Against Mat Ishbia Mgmt Withheld Against 2. To ratify selection of Deloitte & Touche, Mgmt For For LLP ("Deloitte") as our Independent Registered Public Accountants. 3. To approve, on an advisory basis, the Mgmt For For compensation of our named executive officers. 4. To approve, on an advisory basis, the Mgmt 1 Year For frequency of the advisory vote on the compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- VACASA, INC. Agenda Number: 935587800 -------------------------------------------------------------------------------------------------------------------------- Security: 91854V107 Meeting Type: Annual Meeting Date: 24-May-2022 Ticker: VCSA ISIN: US91854V1070 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Barbara Messing Mgmt For For Karl Peterson Mgmt Withheld Against Matthew Roberts Mgmt Withheld Against 2. Ratification of the appointment of KPMG LLP Mgmt For For as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- VECTOR ACQUISITION CORPORATION Agenda Number: 935477934 -------------------------------------------------------------------------------------------------------------------------- Security: G9442R126 Meeting Type: Annual Meeting Date: 20-Aug-2021 Ticker: VACQ ISIN: KYG9442R1267 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - Mgmt Against Against RESOLVED, as an ordinary resolution, that the entry by Vector Acquisition Corporation, a Cayman Islands exempted company ("Vector"), into the Agreement and Plan of Merger, dated as of March 1, 2021, as amended by Amendment No. 1 thereto, dated May 7, 2021 and Amendment No. 2 thereto, dated June 25, 2021, by and among Vector, Rocket Lab USA, Inc., a Delaware corporation ("Rocket Lab"), and Prestige USA Merger Sub, Inc., a Delaware corporation and a wholly-owned ...(due to space limits, see proxy statement for full proposal). 2. The Domestication Proposal - RESOLVED, as a Mgmt Against Against special resolution, that Vector be de-registered in the Cayman Islands pursuant to the power contained in Clause 8 of the Memorandum of Association of Vector and Article 190 of Vector's Articles of Association, and immediately upon being de-registered in the Cayman Islands, Vector be registered by way of continuation as a corporation under the laws of the State of Delaware, pursuant to Part XII of the Companies Act (2021 Revision) of the Cayman Islands and ... (due to space limits, see proxy statement for full proposal). 3A. Governing Documents Proposal A - RESOLVED, Mgmt Against Against as an ordinary resolution, that the change in the authorized share capital of Vector from US$50,100 divided into (i) 450,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to (ii) 450,000,000 shares of Class A common stock, par value $0.0001 per share, 50,000,000 shares of Class B common stock, par value ...(due to space limits, see proxy statement for full proposal). 3B. Governing Documents Proposal B - RESOLVED, Mgmt Against Against as an ordinary resolution, that the removal of the ability of New Rocket Lab stockholders to take action by written consent in lieu of a meeting be approved. 3C. Governing Documents Proposal C - RESOLVED, Mgmt Against Against as a special resolution, that the amendment and restatement of the Existing Governing Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to the proxy statement/prospectus as Annex C and Annex D, respectively) be approved, including (i) making New Rocket Lab's corporate existence perpetual, (ii) adopting Delaware as the exclusive forum for certain stockholder ...(due to space limits, see proxy statement for full proposal). 4. Nasdaq Proposal - RESOLVED, as an ordinary Mgmt Against Against resolution, that for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of New Rocket Lab Common Stock (including the Earnout Shares and shares issuable in the future pursuant to outstanding warrants, options, restricted stock units or other rights to receive shares) in connection with the Business Combination and the PIPE Financing be approved. 5. Equity Incentive Plan Proposal - RESOLVED, Mgmt Against Against as an ordinary resolution, that the Rocket Lab USA, Inc. 2021 Stock Option and Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex H, be adopted and approved. 6. Employee Stock Purchase Plan Proposal - Mgmt Against Against RESOLVED, as an ordinary resolution, that the Rocket Lab USA, Inc. 2021 Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus as Annex I, be adopted and approved. 7. Director Proposal - RESOLVED, as an Mgmt For For ordinary resolution of the holders of Class B ordinary shares of the Company THAT, if the Domestication Proposal is not approved at the annual general meeting, David Kennedy be re-appointed as a Class I director of the Company, to hold office until the earlier of (i) the Closing or (ii) the 2024 annual general meeting in accordance with the amended and restated memorandum and articles of association of the Company. 8. Adjournment Proposal - RESOLVED, as an Mgmt Against Against ordinary resolution, that the adjournment of the annual general meeting to a later date or dates (A) to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to Vector's shareholders or (B) in order to solicit additional proxies from Vector shareholders in favor of one or more of the proposals at the annual general meeting. -------------------------------------------------------------------------------------------------------------------------- VELO3D, INC. Agenda Number: 935618237 -------------------------------------------------------------------------------------------------------------------------- Security: 92259N104 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: VLD ISIN: US92259N1046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Carl Bass Mgmt Withheld Against Benny Buller Mgmt Withheld Against Ellen Pawlikowski Mgmt For For 2. Ratification of Appointment of Independent Mgmt For For Registered Accounting Firm PricewaterhouseCoopers LLP for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- VELODYNE LIDAR, INC. Agenda Number: 935649662 -------------------------------------------------------------------------------------------------------------------------- Security: 92259F101 Meeting Type: Annual Meeting Date: 16-Jun-2022 Ticker: VLDR ISIN: US92259F1012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Class II Director: Helen Pan Mgmt For For 1.2 Election of Class II Director: Virginia Mgmt For For Boulet 1.3 Election of Class II Director: Andy Mattes Mgmt For For 2. To ratify the appointment of KPMG LLP as Mgmt For For the independent registered public accountingfirm for the fiscal year ending December 31, 2022. 3. To approve, on an advisory basis, the Mgmt For For compensation of our named executive officers. 4. To approve, on an advisory basis, the Mgmt 1 Year For frequency of future stockholder advisory votes on the compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- VERTIV HOLDINGS CO Agenda Number: 935629862 -------------------------------------------------------------------------------------------------------------------------- Security: 92537N108 Meeting Type: Annual Meeting Date: 15-Jun-2022 Ticker: VRT ISIN: US92537N1081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director for a term of one year Mgmt For For expiring at the 2023 annual meeting: David M. Cote 1b. Election of Director for a term of one year Mgmt For For expiring at the 2023 annual meeting: Rob Johnson 1c. Election of Director for a term of one year Mgmt Withheld Against expiring at the 2023 annual meeting: Joseph van Dokkum 1d. Election of Director for a term of one year Mgmt Withheld Against expiring at the 2023 annual meeting: Roger Fradin 1e. Election of Director for a term of one year Mgmt For For expiring at the 2023 annual meeting: Jacob Kotzubei 1f. Election of Director for a term of one year Mgmt For For expiring at the 2023 annual meeting: Matthew Louie 1g. Election of Director for a term of one year Mgmt Withheld Against expiring at the 2023 annual meeting: Edward L. Monser 1h. Election of Director for a term of one year Mgmt For For expiring at the 2023 annual meeting: Steven S. Reinemund 1i. Election of Director for a term of one year Mgmt For For expiring at the 2023 annual meeting: Robin L. Washington 2. To approve, on an advisory basis, the 2021 Mgmt For For 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 December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- VICARIOUS SURGICAL INC Agenda Number: 935649496 -------------------------------------------------------------------------------------------------------------------------- Security: 92561V109 Meeting Type: Annual Meeting Date: 01-Jun-2022 Ticker: RBOT ISIN: US92561V1098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Adam Sachs Mgmt Withheld Against Sammy Khalifa Mgmt Withheld Against David Styka Mgmt Withheld Against Dror Berman Mgmt Withheld Against Ric Fulop Mgmt Withheld Against David Ho, M.D. Mgmt For For Samir Kaul Mgmt Withheld Against Philip Liang Mgmt Withheld Against Donald Tang Mgmt For For 2. To approve an amendment to the Mgmt Against Against Corporation's 2021 Equity Incentive Plan 3. To ratify the appointment of Deloitte & Mgmt For For Touche LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2022 -------------------------------------------------------------------------------------------------------------------------- VINCERX PHARMA, INC. Agenda Number: 935605292 -------------------------------------------------------------------------------------------------------------------------- Security: 92731L106 Meeting Type: Annual Meeting Date: 26-May-2022 Ticker: VINC ISIN: US92731L1061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR John H. Lee, M.D. Mgmt Withheld Against Christopher P. Lowe Mgmt Withheld Against Francisco D. Salva Mgmt Withheld Against 2. Ratification of the appointment of Mgmt For For WithumSmith+Brown, PC as the Company's independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- VINTAGE WINE ESTATES, INC. Agenda Number: 935535712 -------------------------------------------------------------------------------------------------------------------------- Security: 92747V106 Meeting Type: Annual Meeting Date: 02-Feb-2022 Ticker: VWE ISIN: US92747V1061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Patrick Roney Mgmt For For Paul S. Walsh Mgmt For For Robert L. Berner III Mgmt For For Mark W.B. Harms Mgmt For For Candice Koederitz Mgmt For For Jon Moramarco Mgmt For For Timothy D. Proctor Mgmt For For Lisa M. Schnorr Mgmt For For Jonathan Sebastiani Mgmt For For 2. Approval of the Vintage Wine Estates, Inc. Mgmt Against Against 2021 Omnibus Incentive Plan. 3. Ratification of the appointment of Cherry Mgmt For For Bekaert LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2022. -------------------------------------------------------------------------------------------------------------------------- VIRGIN GALACTIC HOLDINGS, INC. Agenda Number: 935470839 -------------------------------------------------------------------------------------------------------------------------- Security: 92766K106 Meeting Type: Annual Meeting Date: 25-Aug-2021 Ticker: SPCE ISIN: US92766K1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michael Colglazier Mgmt For For Chamath Palihapitiya Mgmt For For Wanda Austin Mgmt For For Adam Bain Mgmt For For Tina Jonas Mgmt For For Craig Kreeger Mgmt For For Evan Lovell Mgmt For For George Mattson Mgmt For For W. Gilbert West Mgmt For For 2. To ratify, in a non-binding vote, the Mgmt For For appointment of KPMG LLP as the Company's independent registered public accounting firm for 2021. 3. To approve, on an advisory (non-binding) Mgmt Against Against basis, the compensation of the Company's named executive officers. -------------------------------------------------------------------------------------------------------------------------- VIRGIN GALACTIC HOLDINGS, INC. Agenda Number: 935626246 -------------------------------------------------------------------------------------------------------------------------- Security: 92766K106 Meeting Type: Annual Meeting Date: 09-Jun-2022 Ticker: SPCE ISIN: US92766K1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michael Colglazier Mgmt For For Evan Lovell Mgmt For For Wanda Austin Mgmt For For Adam Bain Mgmt For For Tina Jonas Mgmt For For Craig Kreeger Mgmt For For George Mattson Mgmt For For Wanda Sigur Mgmt For For W. Gilbert West Mgmt For For 2. To ratify the appointment of KPMG LLP as Mgmt For For the Company's independent registered public accounting firm for 2022. 3. To approve, on an advisory (non-binding) Mgmt Against Against basis, the compensation of the Company's named executive officers. -------------------------------------------------------------------------------------------------------------------------- VIRGIN GROUP ACQUISITION CORP. II Agenda Number: 935657037 -------------------------------------------------------------------------------------------------------------------------- Security: G9460K102 Meeting Type: Special Meeting Date: 14-Jun-2022 Ticker: VGII ISIN: KYG9460K1022 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal-RESOLVED, Mgmt Against Against as an ordinary resolution, that VGAC II's entry into that certain Agreement and Plan of Merger, dated as of December 7, 2021, as amended and restated on March 31, 2022 (as may be further amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), by and among VGAC II, Treehouse Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC II ("VGAC II Merger Sub I"), Treehouse Merger Sub II, ...(due to space limits, see proxy material for full proposal). 2. The Domestication Proposal-RESOLVED, as a Mgmt Against Against special resolution, that VGAC II be transferred by way of continuation to Delaware pursuant to Part XII of the Companies Act (As Revised) of the Cayman Islands and Section 388 of the General Corporation Law of the State of Delaware ("DGCL") and, immediately upon being de- registered in the Cayman Islands, VGAC II be continued and domesticated as a public benefit corporation under the laws of the State of Delaware and, conditioned upon, and with effect ...(due to space limits, see proxy material for full proposal). 3. Charter Amendment Proposal-RESOLVED, as a Mgmt Against Against special resolution, that the existing amended and restated memorandum and articles of association of VGAC II (together, the "Existing Governing Documents") be amended and restated by the deletion in their entirety and the substitution in their place of the proposed new certificate of incorporation, a copy of which is attached to the proxy statement/consent solicitation statement/prospectus as Annex C (the "Proposed Certificate of Incorporation") and the ...(due to space limits, see proxy material for full proposal). 4. Governing Documents Proposal A-RESOLVED, as Mgmt Against Against a non-binding, advisory resolution, that the change in the authorized share capital of VGAC II from (i) US$22,100 divided into 200,000,000 Class A ordinary shares, par value $0.0001 per share, (ii) 20,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii) 1,000,000 preference shares, par value $0.0001 per share, to (a) 600,000,000 shares of New Grove Class A Common Stock, (b) 200,000,000 shares of New Grove Class B Common Stock, ...(due to space limits, see proxy material for full proposal). 5. Governing Documents Proposal B-RESOLVED, as Mgmt Against Against a non-binding, advisory resolution, that the amendment and restatement of the Existing Governing Documents be approved and that all other immaterial changes necessary or, as mutually agreed in good faith by VGAC II and Grove, desirable in connection with the replacement of the Existing Governing Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to the ...(due to space limits, see proxy material for full proposal). 6. Governing Documents Proposal C-RESOLVED, as Mgmt Against Against a non-binding, advisory resolution, that the issuance of shares of New Grove Class B Common Stock, which will allow holders of New Grove Class B Common Stock to cast ten votes per share of New Grove Class B Common Stock be approved. 7. The NYSE Proposal-RESOLVED, as an ordinary Mgmt Against Against resolution, that for the purposes of complying with the applicable provisions of New York Stock Exchange ("NYSE") Listing Rule 312.03, the issuance of shares of New Grove Class A Common Stock, shares of New Grove Class B Common Stock and warrants to purchase New Grove Class A Common Stock be approved. 8. The Incentive Equity Plan Mgmt Against Against Proposal-RESOLVED, as an ordinary resolution, that the Grove Collaborative Holdings, Inc. 2022 Equity and Incentive Plan, a copy of which is attached to the proxy statement/consent solicitation statement/prospectus as Annex I, be adopted and approved. 9. ESPP Proposal-RESOLVED, as an ordinary Mgmt Against Against resolution, that the Grove Collaborative Holdings, Inc. Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/consent solicitation statement/prospectus as Annex J, be adopted and approved. 11. The Adjournment Proposal-RESOLVED, as an Mgmt Against ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/consent solicitation statement/prospectus is provided to VGAC II shareholders, (B) in order to solicit additional proxies from VGAC II shareholders in favor of one or more of the proposals at the extraordinary general meeting, (C) if, as of ...(due to space limits, see proxy material for full proposal). -------------------------------------------------------------------------------------------------------------------------- VIRTUOSO ACQUISITION CORP. Agenda Number: 935511750 -------------------------------------------------------------------------------------------------------------------------- Security: 92837J104 Meeting Type: Special Meeting Date: 16-Nov-2021 Ticker: VOSO ISIN: US92837J1043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against consider and vote upon a proposal to approve the Business Combination described in the accompanying proxy statement/prospectus, including (a) adopting the Agreement and Plan of Merger dated effective as of May 28, 2021 (the "Business Combination Agreement") by and among Virtuoso, Wejo Group Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the "Company"), Yellowstone Merger Sub, Inc., a Delaware corporation and direct, ...(due to space limits, see proxy statement for full proposal). 2. Organizational Document Proposal - To Mgmt Against Against consider and vote upon a proposal to approve and adopt the Second Amended and Restated Certificate of Incorporation of Virtuoso in the form attached to the proxy statement/prospectus as Annex B. 3A. Stockholder Meeting Quorum - To approve the Mgmt Against Against provision of the Company Bye-laws which provides that in a general meeting convened by the Company's board of directors ("Company Board"), the quorum required for such meeting remains the holders of a majority of the issued shares entitled to vote but also requires that at least two shareholders be present in person or by proxy representing the majority of the shares of the relevant class. 3B. Action by Written Consent - To approve the Mgmt Against Against provision of the Company Bye-laws which provides that all shareholder action may only be taken at an annual general meeting or special general meeting of shareholders and may not be taken by written consent in lieu of a meeting. 3C. Removals; Vacancies - To approve the Mgmt Against Against provision of the Company Bye-laws which provides that the Company's directors may only be removed for cause, and only upon the affirmative vote of holders of at least 66 2/3% of the then issued and outstanding shares carrying the right to vote at general meetings at the relevant time. Additionally, that subject to the rights granted to one or more series of preference shares then outstanding, any newly-created directorship on the Company Board that results ... (due to space limits, see proxy statement for full proposal). 3D. Variation of Rights of Existing Series of Mgmt Against Against Shares - To approve the provision of the Company Bye-laws which provides that the Company has more than one class of shares, the rights attaching to any class, unless otherwise provided for by the terms of issue of the relevant class, may be varied either: (i) with the consent in writing of the holders of not less than seventy-five percent (75%) of the issued shares of that class or (ii) with the sanction of a resolution passed by a majority of the votes ...(due to space limits, see proxy statement for full proposal). 3E. Amendment of the Bylaws/Bye-Laws - To Mgmt Against Against approve the provision of the Company Bye-laws which provides that amendments to the Company Bye-laws will require the approval of the Company Board and the affirmative vote of a majority of the issued and outstanding shares carrying the right to vote at general meetings at the relevant time. In addition, certain provisions in the Company Bye-laws, including the provisions providing for a classified board of directors (the election and term of our ...(due to space limits, see proxy statement for full proposal). 3F. Classified Boards - To approve the Mgmt Against Against provisions of the Company Bye-laws which provides that subject to the right of holders of any series of preference shares, the Company Board will be divided into three classes of directors, as nearly equal in number as possible, and with the directors serving staggered three-year terms, with only one class of directors being elected at each annual meeting of shareholders. As a result, approximately one-third of the Company Board will be elected each year. 4. Adjournment Proposal - To consider and vote Mgmt Against Against upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Organizational Document Proposal and the Governance Proposal. -------------------------------------------------------------------------------------------------------------------------- VIVID SEATS INC. Agenda Number: 935626866 -------------------------------------------------------------------------------------------------------------------------- Security: 92854T100 Meeting Type: Annual Meeting Date: 07-Jun-2022 Ticker: SEAT ISIN: US92854T1007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Stanley Chia Mgmt Withheld Against Jane DeFlorio Mgmt For For David Donnini Mgmt Withheld Against 2. Ratification of Deloitte & Touche LLP as Mgmt For For independent registered public accounting firm for 2022. -------------------------------------------------------------------------------------------------------------------------- VIVINT SMART HOME, INC. Agenda Number: 935614998 -------------------------------------------------------------------------------------------------------------------------- Security: 928542109 Meeting Type: Annual Meeting Date: 01-Jun-2022 Ticker: VVNT ISIN: US9285421098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Paul S. Galant Mgmt Withheld Against Jay D. Pauley Mgmt Withheld Against Michael J. Staub Mgmt For For 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. 3. Approval, in a non-binding advisory vote, Mgmt Against Against of the compensation paid to our named executive officers. -------------------------------------------------------------------------------------------------------------------------- VPC IMPACT ACQUISITION HOLDINGS Agenda Number: 935498899 -------------------------------------------------------------------------------------------------------------------------- Security: G9441E100 Meeting Type: Special Meeting Date: 14-Oct-2021 Ticker: VIH ISIN: KYG9441E1008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Business Combination Proposal - To Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of January 11, 2021, as amended by the Amendment to Agreement and Plan of Merger, dated as of March 30, 2021 (as the same may be amended, the "Merger Agreement"), by and among VIH, Pylon Merger Company LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of VIH ("Merger Sub"), and Bakkt Holdings, LLC, a ...(due to space limits, see proxy statement for full proposal). 2. The Domestication Proposal - To consider Mgmt Against Against and vote upon a proposal to approve by special resolution, to change the corporate structure and domicile of VIH by way of continuation from an exempted company incorporated in accordance with the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the "Domestication"). The Domestication will be effected immediately prior to the Business Combination by VIH filing a certificate of corporate ...(due to space limits, see proxy statement for full proposal). 3. The Stock Issuance Proposal - To consider Mgmt Against Against and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635(d), the issuance of Bakkt Pubco Class A Shares to (a) the PIPE Investors pursuant to the PIPE Investment (each as defined in the accompanying proxy statement/prospectus) and (b) the Bakkt Equity Holders pursuant to the Merger Agreement (the "Stock Issuance Proposal"). 4. Organizational Documents Proposal - To Mgmt Against Against consider and vote upon a proposal to approve by special resolution the Proposed Certificate of Incorporation and the proposed new by-laws of Bakkt Pubco ("Proposed By-Laws" and, together with the Proposed Certificate of Incorporation, the "Proposed Organizational Documents") of Bakkt Pubco (a corporation incorporated in the State of Delaware, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of corporate ...(due to space limits, see proxy statement for full proposal). 5A. Advisory Organizational Documents Proposal Mgmt Against Against 5a - to authorize the change in the authorized capital stock of VIH from 200,000,000 VIH Class A Ordinary Shares, par value $0.0001 per share (the "VIH Class A Ordinary Shares"), 20,000,000 VIH Class B Ordinary Shares, par value $0.0001 per share (the "VIH Class B Ordinary Shares" and, together with the VIH Class A Ordinary Shares, the "Ordinary Shares"), and 1,000,000 preference shares, par value $0.0001 per share (the "Preference Shares"), to 750,000,000 ...(due to space limits, see proxy statement for full proposal). 5B. Advisory Organizational Documents Proposal Mgmt Against Against 5b - to authorize adopting Delaware as the exclusive forum for certain stockholder litigation ("Advisory Organizational Documents Proposal 5b"). 5C. Advisory Organizational Documents Proposal Mgmt Against Against 5c - to authorize electing not to be governed by Section 203 of the DGCL relating to takeovers by interested stockholders and, instead, be governed by a provision similar to Section 203 of the DGCL ("Advisory Organizational Documents Proposal 5c"). 5D. Advisory Organizational Documents Proposal Mgmt Against Against 5d - to approve provisions providing that the affirmative vote of at least 66 2/3% of the voting power of all the then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, will be required for stockholders to amend, alter, repeal or rescind all or any portion of Article V, Article VI, Article VII, Article VIII, Article IX, Article X, Article XII or Article XIII of the ...(due to space limits, see proxy statement for full proposal). 5E. Advisory Organizational Documents Proposal Mgmt Against Against 5e - to approve provisions permitting the removal of a director only for cause and only by the affirmative vote of the holders of at least 66 2/3% of the outstanding shares entitled to vote at an election of directors, voting together as a single class ("Advisory Organizational Documents Proposal 5e"). 5F. Advisory Organizational Documents Proposal Mgmt Against Against 5f - to approve provisions requiring or permitting stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting; provided that any action required or permitted to be taken by the holders of Bakkt Pubco Class V Shares, voting separately as a class or by the holders of Bakkt Pubco Preferred Stock, voting separately as a class or separately as a class with one or more other such ...(due to space limits, see proxy statement for full proposal). 5G. Advisory Organizational Documents Proposal Mgmt Against Against 5g - to provide for certain additional changes, including, among other things, (i) making Bakkt Pubco's corporate existence perpetual and (ii) removing certain provisions related to VIH's status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the VIH Board believes is necessary to adequately address the needs of Bakkt Pubco after the Business Combination ("Advisory Organizational Documents Proposal 5g"). 6. The Bakkt Pubco Equity Incentive Plan Mgmt Against Against Proposal - To consider and vote upon a proposal to approve by ordinary resolution the Bakkt Pubco Equity Incentive Plan (the "Bakkt Pubco Equity Incentive Plan Proposal"). 7. The Director Election Proposal - To Mgmt For For consider and vote upon a proposal to approve by ordinary resolution the election of nine directors to serve staggered terms on the Company's board of directors until the 2022, 2023 and 2024 annual meeting of stockholders, respectively and until their respective successors are duly elected and qualified (the "Director Election Proposal"). 8. The Shareholder Adjournment Proposal - To Mgmt Against Against consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the "Shareholder Adjournment Proposal"). -------------------------------------------------------------------------------------------------------------------------- WALLBOX N.V. Agenda Number: 935667139 -------------------------------------------------------------------------------------------------------------------------- Security: N94209108 Meeting Type: Annual Meeting Date: 22-Jun-2022 Ticker: WBX ISIN: NL0015000M91 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 3. Adoption of the annual accounts for the Mgmt For For financial year 2021. 5. Discharge from liability of the directors Mgmt For For for the performance of their duties during the financial year 2021. 6a. Reappointment of Enric Asuncion Escorsa as Mgmt For For executive director. 6b. Reappointment of Beatriz Gonzalez Ordonez Mgmt For For as non-executive director. 6c. Reappointment of Francisco J. Riberas Mera Mgmt Against Against as non-executive director. 6d. Reappointment of Diego Diaz Pilas as Mgmt For For non-executive director. 6e. Reappointment of Pol Soler Masferrer as Mgmt For For non-executive director 6f. Reappointment of Carl A.W. Pettersson as Mgmt For For non-executive director. 6g. Appointment of Donna Kinzel as Mgmt For For non-executive director. 7. Approval of RSU Scheme for non-executive Mgmt For For directors of the Company. 8. Authorization of the board to acquire Mgmt For For shares in its own capital. 9. Reappointment of BDO Audit & Assurance B.V. Mgmt For For as external auditor for the financial year 2022. -------------------------------------------------------------------------------------------------------------------------- WEJO GROUP LTD. Agenda Number: 935631780 -------------------------------------------------------------------------------------------------------------------------- Security: G9525W109 Meeting Type: Annual Meeting Date: 15-Jun-2022 Ticker: WEJO ISIN: BMG9525W1091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Lawrence D. Burns Mgmt Withheld Against Timothy Lee Mgmt Withheld Against Ann M. Schwister Mgmt For For 2. Appointment of Ernst & Young LLP as our Mgmt For For auditor and independent registered public accounting firm to hold office until the close of our next annual general meeting and authorization of the Company's Board of Directors, acting by its Audit Committee, to determine the auditor's fees and remuneration. -------------------------------------------------------------------------------------------------------------------------- WEWORK INC. Agenda Number: 935592166 -------------------------------------------------------------------------------------------------------------------------- Security: 96209A104 Meeting Type: Annual Meeting Date: 18-May-2022 Ticker: WE ISIN: US96209A1043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michel Combes Mgmt For For Bruce Dunlevie Mgmt For For Saurabh Jalan Mgmt For For Veronique Laury Mgmt For For Sandeep Mathrani Mgmt For For Deven Parekh Mgmt For For Vivek Ranadive Mgmt For For Kirthiga Reddy Mgmt For For Jeffrey Sine Mgmt For For 2. Advisory vote to approve our 2021 named Mgmt For For executive officer compensation. 3. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on our named executive officer compensation. 4. Ratification of appointment of Ernst & Mgmt For For Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- WHEELS UP EXPERIENCE INC. Agenda Number: 935611853 -------------------------------------------------------------------------------------------------------------------------- Security: 96328L106 Meeting Type: Annual Meeting Date: 02-Jun-2022 Ticker: UP ISIN: US96328L1061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Timothy Armstrong Mgmt Withheld Against Marc Farrell Mgmt For For Dwight James Mgmt For For 2. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive compensation. 3. Ratification of the appointment of Grant Mgmt For For Thornton LLP as the independent registered public accounting firm. -------------------------------------------------------------------------------------------------------------------------- WHOLE EARTH BRANDS, INC. Agenda Number: 935489004 -------------------------------------------------------------------------------------------------------------------------- Security: 96684W100 Meeting Type: Annual Meeting Date: 12-Oct-2021 Ticker: FREE ISIN: US96684W1009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Irwin D. Simon Mgmt For For 1B. Election of Director: Ira J. Lamel Mgmt For For 1C. Election of Director: Denise M. Faltischek Mgmt For For 1D. Election of Director: Steven M. Cohen Mgmt For For 1E. Election of Director: Anuraag Agarwal Mgmt For For 1F. Election of Director: John M. McMillin, III Mgmt For For 1G. Election of Director: Albert Manzone Mgmt For For 2. To approve the amendment to the Company's Mgmt For For Certificate of Incorporation. 3. To ratify the appointment of Ernst & Young Mgmt For For LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. -------------------------------------------------------------------------------------------------------------------------- WHOLE EARTH BRANDS, INC. Agenda Number: 935630170 -------------------------------------------------------------------------------------------------------------------------- Security: 96684W100 Meeting Type: Annual Meeting Date: 09-Jun-2022 Ticker: FREE ISIN: US96684W1009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Irwin Simon Mgmt For For 1B. Election of Director: Ira Lamel Mgmt For For 1C. Election of Director: Denise Faltischek Mgmt For For 1D. Election of Director: Steven Cohen Mgmt For For 1E. Election of Director: Anuraag Agarwal Mgmt For For 1F. Election of Director: John McMillin Mgmt For For 1G. Election of Director: Albert Manzone 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 December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- WM TECHNOLOGY, INC. Agenda Number: 935645169 -------------------------------------------------------------------------------------------------------------------------- Security: 92971A109 Meeting Type: Annual Meeting Date: 21-Jun-2022 Ticker: MAPS ISIN: US92971A1097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Christopher Beals Mgmt Withheld Against Fiona Tan Mgmt Withheld Against Anthony Bay Mgmt For For 2. Advisory Vote, On A Non-Binding Basis, To Mgmt For For Approve The Compensation Of Our Named Executive Officers For The Year Ended 2021. 3. Advisory Vote, On A Non-Binding Basis, On Mgmt 1 Year For The Frequency Of Solicitation Of Advisory Stockholder Approval Of Executive Compensation. 4. Ratification Of Selection Of Independent Mgmt For For Registered Public Accounting Firm. -------------------------------------------------------------------------------------------------------------------------- XL FLEET CORP. Agenda Number: 935575576 -------------------------------------------------------------------------------------------------------------------------- Security: 9837FR100 Meeting Type: Annual Meeting Date: 04-May-2022 Ticker: XL ISIN: US9837FR1002 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director to serve three-year Mgmt Withheld Against term expiring in 2025: Kevin Griffin 1.2 Election of Director to serve three-year Mgmt Withheld Against term expiring in 2025: Christopher Hayes 2. Ratification of Marcum LLP as the Company's Mgmt For For independent public accounting firm for the fiscal year ending December 31, 2022. 3. To conduct an advisory vote on the total Mgmt Against Against compensation paid to executives of the Company. 4. To select, on an advisory basis, the Mgmt 1 Year For frequency of future stockholder advisory votes to approve executive compensation. -------------------------------------------------------------------------------------------------------------------------- YUCAIPA ACQUISITION CORPORATION Agenda Number: 935529199 -------------------------------------------------------------------------------------------------------------------------- Security: G9879L105 Meeting Type: Special Meeting Date: 13-Dec-2021 Ticker: YAC ISIN: KYG9879L1059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Business Combination Proposal - to approve Mgmt Against Against as an ordinary resolution (the "Business Combination Proposal" or "Proposal No. 1") the consummation of Yucaipa's business combination which will involve (i) entry into that Business Combination Agreement, (as it may be amended from time to time, "Business Combination Agreement," a copy of which is attached to accompanying proxy statement/prospectus as Annex A), (ii) Yucaipa's merger with Merger Sub so that Merger Sub shall be surviving company and all of the undertakings,property and liabilities of Yucaipa. 2. Merger Proposal - to authorize, approve and Mgmt Against Against confirm as a special resolution (the "Merger Proposal" or "Proposal No. 2") the plan of merger as required under section 46(4) of the LLC Act and section 233(4) of the Companies Act in the form tabled at the General Meeting (a draft of which is attached to the accompanying proxy statement/ prospectus as Annex B, the "Plan of Merger"); and Yucaipa be authorized to enter into the Plan of Merger. 3. Charter Amendment Proposal - to resolve on Mgmt Against Against a non-binding advisory basis, certain material provisions in the amendment of the articles of association of TopCo (the "Charter Amendment Proposal" or "Proposal No. 3"), presented separately in accordance with the SEC requirements. 4. Adjournment Proposal - to approve as an Mgmt Against Against ordinary resolution if put to the meeting, to adjourn the Meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Yucaipa shareholders or (B) in order to solicit additional proxies from Yucaipa shareholders in favor of the Business Combination Proposal or the Merger Proposal (the "Adjournment Proposal" or "Proposal No. 4"). -------------------------------------------------------------------------------------------------------------------------- ZANITE ACQUISITION CORP. Agenda Number: 935616081 -------------------------------------------------------------------------------------------------------------------------- Security: 98907K103 Meeting Type: Special Meeting Date: 06-May-2022 Ticker: ZNTE ISIN: US98907K1034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. A proposal to adopt the Business Mgmt Against Against Combination Agreement, dated as of December 21, 2021 (the "Business Combination Agreement"), a copy of which is attached to the accompanying proxy statement as Annex A, by and among the Company, Embraer S.A., a Brazilian corporation (sociedade anonima) ("Embraer"), EVE UAM LLC, a Delaware limited liability company and a newly formed direct wholly owned subsidiary of Embraer that was formed for purposes of conducting the UAM Business (as defined in the accompanying ...(due to space limits, see proxy material for full proposal). 2A. Charter Amendment Proposal A: to approve Mgmt Against Against and adopt the Proposed Charter (other than the proposals addressed in Charter Amendment Proposal B), which, if approved, would amend and restate the Current Charter, and which, if approved, would take effect upon the Closing. 2B. Charter Amendment Proposal B: to approve Mgmt Against Against and adopt a proposed amendment to the Proposed Charter to (i) increase the number of authorized shares of Class A common stock from 100,000,000 to 1,000,000,000, which will become shares of common stock, par value of $0.001 per share, of the combined company upon the Closing, and the total number of authorized shares of common stock from 111,000,000 to 1,000,000,000 and (ii) provide that the number of authorized shares of any class of common stock or ...(due to space limits, see proxy material for full proposal). 3A. A proposal to increase the total number of Mgmt Against Against authorized shares of stock to 1,100,000,000 shares, consisting of (i) 1,000,000,000 shares of common stock and (ii) 100,000,000 shares of preferred stock, par value $0.0001 per share. 3B. A proposal to provide that the number of Mgmt Against Against authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL 3C. A proposal to require the affirmative vote Mgmt Against Against of the holders of at least two-thirds of the total voting power of all the then outstanding shares of capital stock of the Company entitled to vote thereon, voting together as a single class to (1) make amendments to certain provisions of the Proposed Charter (Article THIRTEENTH (A)) and (2) amend the proposed bylaws (as defined in the accompanying proxy statement) (Article SIXTH (F) 3D. A proposal to provide that any action Mgmt Against Against required or permitted to be taken by the stockholders of the Company may be taken by written consent until the time the issued and outstanding shares of common stock owned by Embraer Entities (as defined in the accompanying proxy statement) represent less than 50% of the voting power of the then outstanding shares of capital stock of the Company. 3E. A proposal to elect not to be governed by Mgmt Against Against Section 203 of the DGCL relating to business combinations with interested stockholders. 3F. A proposal to provide for certain Mgmt Against Against additional changes, including, among other things, (i) changing the post-business combination company's corporate name from "Zanite Acquisition Corp." to "Eve Holding, Inc.", (ii) making the Company's corporate existence perpetual and (iii) removing certain provisions related to our status as a blank check company that will no longer apply upon consummation of the business combination, all of which our board of directors believes are necessary to adequately address the needs of the post-business combination Company. 4. A proposal to approve, for purposes of Mgmt Against Against complying with applicable listing rules of the Nasdaq Stock Market ("Nasdaq"), (x) the issuance of more than 20% of the Company's issued and outstanding common stock in connection with the business combination, consisting of the issuance of (i) shares of common stock to EAH pursuant to the terms of the Business Combination Agreement and (ii) shares of common stock to the PIPE Investors (as defined in the accompanying proxy statement) in connection ...(due to space limits, see proxy material for full proposal). 5. A proposal to approve and adopt the Eve Mgmt Against Against Holding, Inc. 2022 Stock Incentive Plan (the "Incentive Plan"), a copy of which is attached to the accompanying proxy statement as Annex K (the "Incentive Plan Proposal"). 6. DIRECTOR Sergio Pedreiro Mgmt Withheld Against Jose M. Entrecanales Mgmt Withheld Against Marion Clifton Blakey Mgmt Withheld Against Paul Eremenko Mgmt Withheld Against Luis Carlos Affonso Mgmt Withheld Against Michael Amalfitano Mgmt Withheld Against Kenneth C. Ricci Mgmt Withheld Against 7. A proposal to approve the adjournment of Mgmt Against Against the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the Condition Precedent Proposals (as defined below) or we determine that one or more of the Closing conditions under the Business Combination Agreement is not satisfied or waived (the "Adjournment Proposal"). Defiance Quantum ETF -------------------------------------------------------------------------------------------------------------------------- ACCENTURE LLP Agenda Number: 935534405 -------------------------------------------------------------------------------------------------------------------------- Security: G1151C101 Meeting Type: Annual Meeting Date: 26-Jan-2022 Ticker: ACN ISIN: IE00B4BNMY34 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Appointment of Director: Jaime Ardila Mgmt For For 1B. Appointment of Director: Nancy McKinstry Mgmt For For 1C. Appointment of Director: Beth E. Mooney Mgmt For For 1D. Appointment of Director: Gilles C. Pelisson Mgmt For For 1E. Appointment of Director: Paula A. Price Mgmt For For 1F. Appointment of Director: Venkata (Murthy) Mgmt For For Renduchintala 1G. Appointment of Director: Arun Sarin Mgmt For For 1H. Appointment of Director: Julie Sweet Mgmt For For 1I. Appointment of Director: Frank K. Tang Mgmt For For 1J. Appointment of Director: Tracey T. Travis Mgmt For For 2. To approve, in a non-binding vote, the Mgmt For For compensation of our named executive officers. 3. To approve an amendment to the Amended and Mgmt For For Restated Accenture plc 2010 Share Incentive Plan to increase the number of shares available for issuance thereunder. 4. To ratify, in a non-binding vote, the Mgmt For For appointment of KPMG LLP ("KPMG") as independent auditors of Accenture and to authorize, in a binding vote, the Audit Committee of the Board of Directors to determine KPMG's remuneration. 5. To grant the Board of Directors the Mgmt For For authority to issue shares under Irish law. 6. To grant the Board of Directors the Mgmt For For authority to opt-out of pre- emption rights under Irish law. 7. To determine the price range at which Mgmt For For Accenture can re-allot shares that it acquires as treasury shares under Irish law. -------------------------------------------------------------------------------------------------------------------------- ADVANCED MICRO DEVICES, INC. Agenda Number: 935585096 -------------------------------------------------------------------------------------------------------------------------- Security: 007903107 Meeting Type: Annual Meeting Date: 18-May-2022 Ticker: AMD ISIN: US0079031078 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: John E. Caldwell Mgmt For For 1B. Election of Director: Nora M. Denzel Mgmt For For 1C. Election of Director: Mark Durcan Mgmt For For 1D. Election of Director: Michael P. Gregoire Mgmt For For 1E. Election of Director: Joseph A. Householder Mgmt For For 1F. Election of Director: John W. Marren Mgmt For For 1G. Election of Director: Jon A. Olson Mgmt For For 1H. Election of Director: Lisa T. Su Mgmt For For 1I. Election of Director: Abhi Y. Talwalkar Mgmt For For 1J. Election of Director: Elizabeth W. Mgmt For For Vanderslice 2. Ratify the appointment of Ernst & Young LLP Mgmt For For as our independent registered public accounting firm for the current fiscal year. 3. Advisory vote to approve the executive Mgmt For For compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- AIRBUS SE Agenda Number: 715185585 -------------------------------------------------------------------------------------------------------------------------- Security: N0280G100 Meeting Type: AGM Meeting Date: 12-Apr-2022 Ticker: ISIN: NL0000235190 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED. CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED. CMMT 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 RESOLVED THAT THE AUDITED ACCOUNTS FOR THE Mgmt For For ACCOUNTING PERIOD FROM 1 JANUARY 2021 TO 31 DECEMBER 2021, AS SUBMITTED TO THE ANNUAL GENERAL MEETING ("AGM") BY THE BOARD OF DIRECTORS, BE AND HEREBY ARE ADOPTED 2 RESOLVED THAT THE NET LOSS OF EUR 114 Mgmt For For MILLION, AS SHOWN IN THE INCOME STATEMENT INCLUDED IN THE AUDITED ACCOUNTS FOR THE FINANCIAL YEAR 2021, SHALL BE CHARGED AGAINST THE RETAINED EARNINGS AND THAT A PAYMENT OF A GROSS AMOUNT OF EUR 1.50 PER SHARE SHALL BE MADE TO THE SHAREHOLDERS OUT OF THE RETAINED EARNINGS 3 RESOLVED THAT THE NON-EXECUTIVE MEMBERS OF Mgmt For For THE BOARD OF DIRECTORS BE AND HEREBY ARE GRANTED A RELEASE FROM LIABILITY FOR THE PERFORMANCE OF THEIR DUTIES DURING AND WITH RESPECT TO THE FINANCIAL YEAR 2021, TO THE EXTENT THAT THEIR ACTIVITY HAS BEEN REFLECTED IN THE AUDITED ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR 2021 OR IN THE REPORT OF THE BOARD OF DIRECTORS OR WAS OTHERWISE PROPERLY DISCLOSED TO THE GENERAL MEETING 4 RESOLVED THAT THE EXECUTIVE MEMBER OF THE Mgmt For For BOARD OF DIRECTORS BE AND HEREBY IS GRANTED A RELEASE FROM LIABILITY FOR THE PERFORMANCE OF HIS DUTIES DURING AND WITH RESPECT TO THE FINANCIAL YEAR 2021, TO THE EXTENT THAT HIS ACTIVITY HAS BEEN REFLECTED IN THE AUDITED ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR 2021 OR IN THE REPORT OF THE BOARD OF DIRECTORS OR WAS OTHERWISE PROPERLY DISCLOSED TO THE GENERAL MEETING 5 RESOLVED THAT THE COMPANY'S AUDITOR FOR THE Mgmt For For ACCOUNTING PERIOD BEING THE FINANCIAL YEAR 2022 SHALL BE ERNST & YOUNG ACCOUNTANTS LLP, THE NETHERLANDS, WHOSE REGISTERED OFFICE IS AT BOOMPJES 258, 3011 XZ ROTTERDAM IN THE NETHERLANDS.FOR MORE INFORMATION PLEASE SEE THE INFORMATION NOTICE AND REPORT OF THE BOARD OF DIRECTORS DOWNLOADABLE FROM THIS PLATFORM OR GO TO OUR WEBSITE WWW.AIRBUS.COM 6 RESOLVED THAT, AS AN ADVISORY VOTE, THE Mgmt For For IMPLEMENTATION OF THE REMUNERATION POLICY DURING THE FINANCIAL YEAR 2021, AS DISCLOSED IN THE REPORT OF THE BOARD OF DIRECTORS, BE AND HEREBY IS APPROVED 7 RESOLVED THAT THE APPOINTMENT OF MR Mgmt For For GUILLAUME FAURY AS EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS BE RENEWED FOR A TERM OF THREE YEARS, ENDING AT THE CLOSE OF THE AGM WHICH SHALL BE HELD IN THE YEAR 2025 8 RESOLVED THAT THE APPOINTMENT OF MS Mgmt For For CATHERINE GUILLOUARD AS NON-EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS BE RENEWED FOR A TERM OF THREE YEARS, ENDING AT THE CLOSE OF THE AGM WHICH SHALL BE HELD IN THE YEAR 2025 9 RESOLVED THAT THE APPOINTMENT OF MS CLAUDIA Mgmt For For NEMAT AS NON-EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS BE RENEWED FOR A TERM OF THREE YEARS, ENDING AT THE CLOSE OF THE AGM WHICH SHALL BE HELD IN THE YEAR 2025 10 RESOLVED THAT MS IRENE RUMMELHOFF BE Mgmt For For APPOINTED AS A NON-EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS FOR A TERM OF THREE YEARS, ENDING AT THE CLOSE OF THE AGM WHICH SHALL BE HELD IN THE YEAR 2025, IN REPLACEMENT OF MR CARLOS TAVARES WHOSE MANDATE EXPIRES 11 RESOLVED THAT IN ACCORDANCE WITH THE Mgmt For For COMPANY'S ARTICLES OF ASSOCIATION, THE BOARD OF DIRECTORS BE AND HEREBY IS DESIGNATED, SUBJECT TO REVOCATION BY THE GENERAL MEETING, TO HAVE POWERS TO ISSUE SHARES AND TO GRANT RIGHTS TO SUBSCRIBE FOR SHARES IN THE COMPANY'S SHARE CAPITAL FOR THE PURPOSE OF EMPLOYEE SHARE OWNERSHIP PLANS AND SHARE-RELATED LONG-TERM INCENTIVE PLANS (SUCH AS PERFORMANCE SHARE PLANS), PROVIDED THAT SUCH POWERS SHALL BE LIMITED TO AN AGGREGATE OF 0.14% OF THE COMPANY'S AUTHORISED SHARE CAPITAL FROM TIME TO TIME AND TO LIMIT OR EXCLUDE PREFERENTIAL SUBSCRIPTION RIGHTS, IN BOTH CASES FOR A PERIOD EXPIRING AT THE AGM TO BE HELD IN 2023. SUCH POWERS INCLUDE THE GRANTING OF RIGHTS TO SUBSCRIBE FOR SHARES WHICH CAN BE EXERCISED AT SUCH TIME AS MAY BE SPECIFIED IN OR PURSUANT TO SUCH PLANS AND THE ISSUE OF SHARES TO BE PAID UP FROM THE COMPANY'S RESERVES. HOWEVER, SUCH POWERS SHALL NOT EXTEND TO ISSUING SHARES OR GRANTING RIGHTS TO SUBSCRIBE FOR SHARES IF (I) THERE IS NO PREFERENTIAL SUBSCRIPTION RIGHTS 12 RESOLVED THAT IN ACCORDANCE WITH THE Mgmt For For COMPANY'S ARTICLES OF ASSOCIATION, THE BOARD OF DIRECTORS BE AND HEREBY IS DESIGNATED, SUBJECT TO REVOCATION BY THE GENERAL MEETING, TO HAVE POWERS TO ISSUE SHARES AND TO GRANT RIGHTS TO SUBSCRIBE FOR SHARES IN THE COMPANY'S SHARE CAPITAL FOR THE PURPOSE OF FUNDING (OR ANY OTHER CORPORATE PURPOSE INCLUDING MERGERS OR ACQUISITIONS) THE COMPANY AND ITS GROUP COMPANIES, PROVIDED THAT SUCH POWERS SHALL BE LIMITED TO AN AGGREGATE OF 0.3% OF THE COMPANY'S AUTHORISED SHARE CAPITAL FROM TIME TO TIME AND TO LIMIT OR EXCLUDE PREFERENTIAL SUBSCRIPTION RIGHTS, IN BOTH CASES FOR A PERIOD EXPIRING AT THE AGM TO BE HELD IN 2023. SUCH POWERS INCLUDE THE ISSUE OF FINANCIAL INSTRUMENTS, INCLUDING BUT NOT LIMITED TO CONVERTIBLE BOND, WHICH INSTRUMENTS MAY GRANT THE HOLDERS THEREOF RIGHTS TO ACQUIRE SHARES IN THE CAPITAL OF THE COMPANY, EXERCISABLE AT SUCH TIME AS MAY BE DETERMINED BY THE FINANCIAL INSTRUMENT, AND THE ISSUE OF SHARES TO BE PAID UP FROM THE COMPANY'S RESERVES 13 RESOLVED THAT THE BOARD OF DIRECTORS BE AND Mgmt For For HEREBY IS AUTHORISED, FOR A NEW PERIOD OF 18 MONTHS FROM THE DATE OF THIS AGM, TO REPURCHASE SHARES (OR DEPOSITORY RECEIPTS FOR SHARES) OF THE COMPANY, BY ANY MEANS, INCLUDING DERIVATIVE PRODUCTS, ON ANY STOCK EXCHANGE OR OTHERWISE, AS LONG AS, UPON SUCH REPURCHASE, THE COMPANY WILL NOT HOLD MORE THAN 10% OF THE COMPANY'S ISSUED SHARE CAPITAL, AND AT A PRICE PER SHARE NOT LESS THAN THE NOMINAL VALUE AND NOT MORE THAN THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT INDEPENDENT BID ON THE TRADING VENUES OF THE REGULATED MARKET OF THE COUNTRY IN WHICH THE PURCHASE IS CARRIED OUT. THIS AUTHORISATION SUPERSEDES AND REPLACES THE AUTHORISATION GIVEN BY THE AGM OF 14 APRIL 2021 IN ITS TWELFTH RESOLUTION 14 RESOLVED THAT ANY OR ALL OF THE SHARES HELD Mgmt For For OR REPURCHASED BY THE COMPANY BE CANCELLED (WHETHER OR NOT IN TRANCHES) AND BOTH THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER BE AND HEREBY ARE AUTHORISED, WITH POWERS OF SUBSTITUTION, TO IMPLEMENT THIS RESOLUTION (INCLUDING THE AUTHORISATION TO ESTABLISH THE EXACT NUMBER OF THE RELEVANT SHARES TO BE CANCELLED) IN ACCORDANCE WITH DUTCH LAW -------------------------------------------------------------------------------------------------------------------------- ALCHIP TECHNOLOGIES LIMITED Agenda Number: 714447338 -------------------------------------------------------------------------------------------------------------------------- Security: G02242108 Meeting Type: AGM Meeting Date: 30-Jul-2021 Ticker: ISIN: KYG022421088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN INFORMATIONAL Non-Voting MEETING, AS THERE ARE NO PROPOSALS TO BE VOTED ON. SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY, YOU MAY REQUEST AN ENTRANCE CARD. THANK YOU. 1 2020 BUSINESS REPORT AND THE CONSOLIDATED Non-Voting FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2020 OF THE COMPANY. 2 2020 PROFIT DISTRIBUTION PROPOSAL.PROPOSED Non-Voting CASH DIVIDEND USD0.24054 (CONVERTED INTO NTD6.8) PER SHARE.THIS FOREIGN EXCHANGE RATE IS BASED ON THE SPOT RATE SET BY BANK OF TAIWAN ON MARCH 5, 2021. 3 AMENDMENTS TO THE MEMORANDUM AND ARTICLES Non-Voting OF ASSOCIATION OF THE COMPANY (BY WAY OF A SPECIAL RESOLUTION). 4 AMENDMENTS TO THE RULES OF PROCEDURE FOR Non-Voting SHAREHOLDERS MEETINGS OF THE COMPANY. 5 RELEASE THE PROHIBITION ON DIRECTORS FROM Non-Voting PARTICIPATION IN COMPETITIVE BUSINESS (BY WAY OF A SUPERMAJORITY RESOLUTION). -------------------------------------------------------------------------------------------------------------------------- ALIBABA GROUP HOLDING LIMITED Agenda Number: 935484321 -------------------------------------------------------------------------------------------------------------------------- Security: 01609W102 Meeting Type: Annual Meeting Date: 17-Sep-2021 Ticker: BABA ISIN: US01609W1027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: JOSEPH C. TSAI (To Mgmt Against Against serve for a three year term or until such director's successor is elected or appointed and duly qualified.) 1.2 Election of Director: J. MICHAEL EVANS (To Mgmt Against Against serve for a three year term or until such director's successor is elected or appointed and duly qualified.) 1.3 Election of Director: E. BORJE EKHOLM (To Mgmt For For serve for a three year term or until such director's successor is elected or appointed and duly qualified.) 2. 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, 2022. -------------------------------------------------------------------------------------------------------------------------- ALPHABET INC. Agenda Number: 935618578 -------------------------------------------------------------------------------------------------------------------------- Security: 02079K305 Meeting Type: Annual Meeting Date: 01-Jun-2022 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: K. Ram Shriram Mgmt For For 1j. 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, 2022. 3. The amendment of Alphabet's 2021 Stock Plan Mgmt Against Against to increase the share reserve by 4,000,000 shares of Class C capital stock. 4. The amendment of Alphabet's Amended and Mgmt For For Restated Certificate of Incorporation to increase the number of authorized shares. 5. A stockholder proposal regarding a lobbying Shr For Against report, if properly presented at the meeting. 6. A stockholder proposal regarding a climate Shr For Against lobbying report, if properly presented at the meeting. 7. A stockholder proposal regarding a report Shr For Against on physical risks of climate change, if properly presented at the meeting. 8. A stockholder proposal regarding a report Shr For Against on water management risks, if properly presented at the meeting. 9. A stockholder proposal regarding a racial Shr For Against equity audit, if properly presented at the meeting. 10. A stockholder proposal regarding a report Shr Against For on concealment clauses, if properly presented at the meeting. 11. A stockholder proposal regarding equal Shr For Against shareholder voting, if properly presented at the meeting. 12. A stockholder proposal regarding a report Shr Against For on government takedown requests, if properly presented at the meeting. 13. A stockholder proposal regarding a human Shr For Against rights assessment of data center siting, if properly presented at the meeting. 14. A stockholder proposal regarding a report Shr Against For on data collection, privacy, and security, if properly presented at the meeting. 15. A stockholder proposal regarding algorithm Shr For Against disclosures, if properly presented at the meeting. 16. A stockholder proposal regarding Shr For Against misinformation and disinformation, if properly presented at the meeting. 17. A stockholder proposal regarding a report Shr Against For on external costs of disinformation, if properly presented at the meeting. 18. A stockholder proposal regarding a report Shr Against For on board diversity, if properly presented at the meeting. 19. A stockholder proposal regarding the Shr Against For establishment of an environmental sustainability board committee, if properly presented at the meeting. 20. A stockholder proposal regarding a policy Shr Against For on non-management employee representative director, if properly presented at the meeting. 21. A stockholder proposal regarding a report Shr Against For on policies regarding military and militarized policing agencies, if properly presented at the meeting. -------------------------------------------------------------------------------------------------------------------------- ALTERYX, INC. Agenda Number: 935598637 -------------------------------------------------------------------------------------------------------------------------- Security: 02156B103 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: AYX ISIN: US02156B1035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Mark Anderson Mgmt Withheld Against CeCe Morken Mgmt For For Daniel J. Warmenhoven Mgmt For For 2. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022. 3. Approval, on a non-binding advisory basis, Mgmt Against Against of the compensation of our named executive officers. 4. Approval of an amendment and restatement of Mgmt Against Against our 2017 Equity Incentive Plan. -------------------------------------------------------------------------------------------------------------------------- AMBARELLA, INC. Agenda Number: 935624254 -------------------------------------------------------------------------------------------------------------------------- Security: G037AX101 Meeting Type: Annual Meeting Date: 07-Jun-2022 Ticker: AMBA ISIN: KYG037AX1015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Anne De Greef-Safft Mgmt For For 1.2 Election of Director: Chenming C. Hu, Ph.D. Mgmt For For 1.3 Election of Director: Feng-Ming (Fermi) Mgmt For For Wang, Ph.D. 2. Ratification of PricewaterhouseCoopers LLP Mgmt For For as the independent registered public accounting firm of Ambarella, Inc. for the fiscal year ending January 31, 2023. 3. Advisory vote to approve the compensation Mgmt For For of Ambarella, Inc.'s named executive officers. -------------------------------------------------------------------------------------------------------------------------- ANALOG DEVICES, INC. Agenda Number: 935542248 -------------------------------------------------------------------------------------------------------------------------- Security: 032654105 Meeting Type: Annual Meeting Date: 09-Mar-2022 Ticker: ADI ISIN: US0326541051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Ray Stata Mgmt For For 1B. Election of Director: Vincent Roche Mgmt For For 1C. Election of Director: James A. Champy Mgmt For For 1D. Election of Director: Anantha P. Mgmt For For Chandrakasan 1E. Election of Director: Tunc Doluca Mgmt For For 1F. Election of Director: Bruce R. Evans Mgmt For For 1G. Election of Director: Edward H. Frank Mgmt For For 1H. Election of Director: Laurie H. Glimcher Mgmt For For 1I. Election of Director: Karen M. Golz Mgmt For For 1J. Election of Director: Mercedes Johnson Mgmt For For 1K. Election of Director: Kenton J. Sicchitano Mgmt For For 1L. Election of Director: Susie Wee Mgmt For For 2. Advisory resolution to approve the Mgmt For For compensation of our named executive officers. 3. Approve the Analog Devices, Inc. 2022 Mgmt For For Employee Stock Purchase Plan. 4. Ratification of Ernst & Young LLP as our Mgmt For For independent registered public accounting firm for fiscal 2022. -------------------------------------------------------------------------------------------------------------------------- APPLIED MATERIALS, INC. Agenda Number: 935544381 -------------------------------------------------------------------------------------------------------------------------- Security: 038222105 Meeting Type: Annual Meeting Date: 10-Mar-2022 Ticker: AMAT ISIN: US0382221051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Rani Borkar Mgmt For For 1B. Election of Director: Judy Bruner Mgmt For For 1C. Election of Director: Xun (Eric) Chen Mgmt For For 1D. Election of Director: Aart J. de Geus Mgmt For For 1E. Election of Director: Gary E. Dickerson Mgmt For For 1F. Election of Director: Thomas J. Iannotti Mgmt For For 1G. Election of Director: Alexander A. Karsner Mgmt For For 1H. Election of Director: Adrianna C. Ma Mgmt For For 1I. Election of Director: Yvonne McGill Mgmt For For 1J. Election of Director: Scott A. McGregor Mgmt For For 2. Approval, on an advisory basis, of the Mgmt For For compensation of Applied Materials' named executive officers for fiscal year 2021. 3. Ratification of the appointment of KPMG LLP Mgmt For For as Applied Materials' independent registered public accounting firm for fiscal year 2022. 4. Shareholder proposal to amend the Shr For Against appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting. 5. Shareholder proposal to improve the Shr Against For executive compensation program and policy, such as to include the CEO pay ratio factor and voices from employees. -------------------------------------------------------------------------------------------------------------------------- ASML HOLDINGS N.V. Agenda Number: 935599449 -------------------------------------------------------------------------------------------------------------------------- Security: N07059210 Meeting Type: Annual Meeting Date: 29-Apr-2022 Ticker: ASML ISIN: USN070592100 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 3A Advisory vote on the remuneration report Mgmt For For for the Board of Management and the Supervisory Board for the financial year 2021 3B Proposal to adopt the financial statements Mgmt For For of the Company for the financial year 2021, as prepared in accordance with Dutch law 3D Proposal to adopt a dividend in respect of Mgmt For For the financial year 2021 4A Proposal to discharge the members of the Mgmt For For Board of Management from liability for their responsibilities in the financial year 2021 4B Proposal to discharge the members of the Mgmt For For Supervisory Board from liability for their responsibilities in the financial year 2021 5 Proposal to approve the number of shares Mgmt For For for the Board of Management 6 Proposal to amend the Remuneration Policy Mgmt For For for the Board of Management 8D Proposal to reappoint Ms. T.L. Kelly as a Mgmt For For member of the Supervisory Board 8E Proposal to appoint Mr. A.F.M. Everke as a Mgmt For For member of the Supervisory Board 8F Proposal to appoint Ms. A.L. Steegen as a Mgmt For For member of the Supervisory Board 9 Proposal to appoint KPMG Accountants N.V. Mgmt For For as external auditor for the reporting years 2023 and 2024 11 Proposal to amend the Articles of Mgmt For For Association of the Company 12A Authorization to issue ordinary shares or Mgmt For For grant rights to subscribe for ordinary shares up to 5% for general purposes and up to 5% in connection with or on the occasion of mergers, acquisitions and/or (strategic) alliances 12B Authorization of the Board of Management to Mgmt For For restrict or exclude pre-emption rights in connection with the authorizations referred to in item 12A. 13 Proposal to authorize the Board of Mgmt For For Management to repurchase ordinary shares up to 10% of the issued share capital 14 Proposal to cancel ordinary shares Mgmt For For -------------------------------------------------------------------------------------------------------------------------- ASUSTEK COMPUTER INC Agenda Number: 715619067 -------------------------------------------------------------------------------------------------------------------------- Security: Y04327105 Meeting Type: AGM Meeting Date: 08-Jun-2022 Ticker: ISIN: TW0002357001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO ADOPT 2021 BUSINESS REPORT AND FINANCIAL Mgmt For For STATEMENTS. 2 TO ADOPT THE PROPOSAL FOR DISTRIBUTION OF Mgmt For For 2021 PROFITS. PROPOSED CASH DIVIDEND: TWD 42 PER SHARE. 3 AMENDMENT TO THE 'PROCEDURES FOR Mgmt For For ACQUISITION OR DISPOSAL OF ASSETS.' 4.1 THE ELECTION OF THE DIRECTOR.:JONNEY Mgmt For For SHIH,SHAREHOLDER NO.00000071 4.2 THE ELECTION OF THE DIRECTOR.:TED Mgmt For For HSU,SHAREHOLDER NO.00000004 4.3 THE ELECTION OF THE DIRECTOR.:JONATHAN Mgmt For For TSANG,SHAREHOLDER NO.00025370 4.4 THE ELECTION OF THE DIRECTOR.:S.Y. Mgmt For For HSU,SHAREHOLDER NO.00000116 4.5 THE ELECTION OF THE DIRECTOR.:SAMSON Mgmt For For HU,SHAREHOLDER NO.00255368 4.6 THE ELECTION OF THE DIRECTOR.:ERIC Mgmt For For CHEN,SHAREHOLDER NO.00000135 4.7 THE ELECTION OF THE DIRECTOR.:JOE Mgmt For For HSIEH,SHAREHOLDER NO.A123222XXX 4.8 THE ELECTION OF THE DIRECTOR.:JACKIE Mgmt For For HSU,SHAREHOLDER NO.00067474 4.9 THE ELECTION OF THE DIRECTOR.:TZE KAING Mgmt For For YANG,SHAREHOLDER NO.A102241XXX 4.10 THE ELECTION OF THE DIRECTOR.:SANDY Mgmt For For WEI,SHAREHOLDER NO.00000008 4.11 THE ELECTION OF THE INDEPENDENT Mgmt For For DIRECTOR.:CHUNG HOU TAI,SHAREHOLDER NO.J100192XXX 4.12 THE ELECTION OF THE INDEPENDENT Mgmt For For DIRECTOR.:MING YU LEE,SHAREHOLDER NO.F120639XXX 4.13 THE ELECTION OF THE INDEPENDENT Mgmt For For DIRECTOR.:CHUN AN SHEU,SHAREHOLDER NO.R101740XXX 4.14 THE ELECTION OF THE INDEPENDENT Mgmt For For DIRECTOR.:ANDY GUO,SHAREHOLDER NO.A123090XXX 4.15 THE ELECTION OF THE INDEPENDENT Mgmt For For DIRECTOR.:AUDREY TSENG,SHAREHOLDER NO.A220289XXX -------------------------------------------------------------------------------------------------------------------------- ATOS SE Agenda Number: 715425650 -------------------------------------------------------------------------------------------------------------------------- Security: F06116101 Meeting Type: MIX Meeting Date: 18-May-2022 Ticker: ISIN: FR0000051732 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting DIRECTLY WITH A FRENCH CUSTODIAN, VOTING INSTRUCTIONS WILL BE FORWARDED TO YOUR GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE GLOBAL CUSTODIAN AS THE REGISTERED INTERMEDIARY WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN FOR LODGMENT CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting VOTING OPTION. FOR ANY ADDITIONAL RESOLUTIONS RAISED AT THE MEETING THE VOTING INSTRUCTION WILL DEFAULT TO 'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING THE PROXY CARD, THE VOTING INSTRUCTION WILL DEFAULT TO THE PREFERENCE OF YOUR CUSTODIAN CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED CMMT DUE TO THE COVID19 CRISIS AND IN ACCORDANCE Non-Voting 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 SHAREHOLDERS. TO COMPLY WITH THESE LAWS, PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND THE MEETING IN PERSON. THE COMPANY ENCOURAGES ALL SHAREHOLDERS TO REGULARLY CONSULT THE COMPANY WEBSITE TO VIEW ANY CHANGES TO THIS POLICY CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE AT THIS MEETING, YOU (OR YOUR CREST SPONSORED MEMBER/CUSTODIAN) WILL BE REQUIRED TO INSTRUCT A TRANSFER OF THE RELEVANT CDIS TO THE ESCROW ACCOUNT SPECIFIED IN THE ASSOCIATED CORPORATE EVENT IN THE CREST SYSTEM. THIS TRANSFER WILL NEED TO BE COMPLETED BY THE SPECIFIED CREST SYSTEM DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE CDIS WILL BE BLOCKED IN THE CREST SYSTEM. THE CDIS WILL TYPICALLY BE RELEASED FROM ESCROW AS SOON AS PRACTICABLE ON RECORD DATE +1 DAY (OR ON MEETING DATE +1 DAY IF NO RECORD DATE APPLIES) UNLESS OTHERWISE SPECIFIED, AND ONLY AFTER THE AGENT HAS CONFIRMED AVAILABILIY OF THE POSITION. IN ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED POSITION MUST BE BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN THE CREST SYSTEM. BY VOTING ON THIS MEETING, YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY USE YOUR VOTE INSTRUCTION AS THE AUTHORIZATION TO TAKE THE NECESSARY ACTION WHICH WILL INCLUDE TRANSFERRING YOUR INSTRUCTED POSITION TO ESCROW. PLEASE CONTACT YOUR CREST SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR FURTHER INFORMATION ON THE CUSTODY PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE INSTRUCTIONS FROM YOU CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting THAT IF YOU ARE CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE. THANK YOU CMMT 02 MAY 2022: PLEASE NOTE THAT IMPORTANT Non-Voting ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://fr.ftp.opendatasoft.com/datadila/JO /BALO/pdf/2022/0406/202204062200794.pdf AND https://fr.ftp.opendatasoft.com/datadila/JO /BALO/pdf/2022/0502/202205022201319.pdf 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 1 APPROVAL OF THE COMPANY FINANCIAL Mgmt Split 99% For Split STATEMENTS FOR THE FINANCIAL YEAR ENDING DECEMBER 31, 2021 2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt Split 99% For Split STATEMENTS FOR THE FINANCIAL YEAR ENDING DECEMBER 31, 2021 3 ALLOCATION OF THE NET INCOME FOR THE Mgmt Split 99% For Split FINANCIAL YEAR ENDING DECEMBER 31, 2021 4 RATIFICATION OF THE NOMINATION OF A Mgmt Split 99% For Split DIRECTOR: MR. RODOLPHE BELMER 5 RENEWAL OF MR. RODOLPHE BELMER AS MEMBER OF Mgmt Split 99% For Split THE BOARD OF DIRECTORS 6 RENEWAL OF MS. VALRIE BERNIS AS MEMBER OF Mgmt Split 99% For Split THE BOARD OF DIRECTORS 7 RENEWAL OF MR. VERNON SANKEY AS MEMBER OF Mgmt Split 99% For Split THE BOARD OF DIRECTORS 8 APPOINTMENT OF MR. REN PROGLIO AS MEMBER OF Mgmt Split 99% For Split THE BOARD OF DIRECTORS 9 APPOINTMENT OF MS. ELIZABETH TINKHAM AS Mgmt Split 99% For Split MEMBER OF THE BOARD OF DIRECTORS 10 APPOINTMENT OF MS. ASTRID STANGE AS MEMBER Mgmt Split 99% For Split OF THE BOARD OF DIRECTORS 11 ELECTION OF A DIRECTOR REPRESENTING THE Mgmt Split 99% For Split EMPLOYEE SHAREHOLDERS - APPOINTMENT OF MS. KATRINA HOPKINS 12 ELECTION OF A DIRECTOR REPRESENTING THE Mgmt Split 99% Against Split EMPLOYEE SHAREHOLDERS - APPOINTMENT OF MR. CHRISTIAN BEER 13 APPROVAL OF THE SPECIAL REPORT OF THE Mgmt Split 99% For Split AUDITORS REGARDING THE AGREEMENTS AND UNDERTAKINGS REFERRED TO IN ARTICLES L. 225-38 ET SEQ. OF THE FRENCH COMMERCIAL CODE 14 APPROVAL OF THE ELEMENTS MAKING UP THE Mgmt Split 99% For Split TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR ENDING DECEMBER 31, 2021 OR AWARDED FOR THE SAME FINANCIAL YEAR TO MR. BERTRAND MEUNIER, CHAIRMAN OF THE BOARD 15 APPROVAL OF THE ELEMENTS MAKING UP THE Mgmt Split 99% For Split TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR ENDING DECEMBER 31, 2021 OR AWARDED FOR THE SAME FINANCIAL YEAR TO MR. LIE GIRARD, CHIEF EXECUTIVE OFFICER 16 APPROVAL OF THE ELEMENTS MAKING UP THE Mgmt Split 99% For Split TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR ENDING DECEMBER 31, 2021 OR AWARDED FOR THE SAME FINANCIAL YEAR TO MR. PIERRE BARNAB , INTERIM CHIEF EXECUTIVE OFFICER 17 APPROVAL OF THE ELEMENTS MAKING UP THE Mgmt Split 99% For Split TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR ENDING DECEMBER 31, 2021 OR AWARDED FOR THE SAME FINANCIAL YEAR TO MR. ADRIAN GREGORY, INTERIM DEPUTY CHIEF EXECUTIVE OFFICER 18 APPROVAL OF THE INFORMATION RELATING TO THE Mgmt Split 99% For Split COMPENSATION OF THE COMPANY OFFICERS REFERRED TO IN ARTICLE L. 22-10-9 I OF THE FRENCH COMMERCIAL CODE 19 APPROVAL OF THE COMPENSATION POLICY Mgmt Split 99% For Split APPLICABLE TO DIRECTORS 20 APPROVAL OF THE COMPENSATION POLICY Mgmt Split 99% For Split APPLICABLE TO THE CHAIRMAN OF THE BOARD OF DIRECTORS 21 APPROVAL OF THE COMPENSATION POLICY Mgmt Split 99% For Split APPLICABLE TO THE CHIEF EXECUTIVE OFFICER 22 AUTHORIZATION TO BE GRANTED TO THE BOARD OF Mgmt Split 99% For Split DIRECTORS FOR THE PURPOSE OF PURCHASING, CONSERVING OR TRANSFERRING SHARES IN THE COMPANY 23 DELEGATION OF AUTHORITY TO GRANT TO THE Mgmt Split 99% For Split BOARD OF DIRECTORS 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 WHILE MAINTAINING PREFERENTIAL SUBSCRIPTION RIGHTS 24 DELEGATION OF AUTHORITY TO GRANT TO THE Mgmt Split 99% For Split BOARD OF DIRECTORS TO DECIDE THE ISSUE OF SHARES AND/OR SECURITIES GIVING ACCESS TO SHARE CAPITAL AND/OR A RIGHT TO THE ALLOCATION OF DEBT SECURITIES THROUGH PUBLIC OFFERINGS OTHER THAN THOSE REFERRED TO IN ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS 25 DELEGATION OF AUTHORITY TO GRANT TO THE Mgmt Split 99% For Split BOARD OF DIRECTORS TO DECIDE THE ISSUE OF SHARES AND/OR SECURITIES GIVING ACCESS TO SHARE CAPITAL AND/OR A RIGHT TO THE ALLOCATION OF DEBT SECURITIES THROUGH A PUBLIC OFFERING MENTIONED IN ARTICLE L. 411-2, 1 OF THE FRENCH MONETARY AND FINANCIAL CODE, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS 26 DELEGATION OF POWERS TO THE BOARD OF Mgmt Split 99% For Split DIRECTORS TO ISSUE SHARES OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS AS CONSIDERATION FOR CONTRIBUTIONS IN KIND CONSISTING OF EQUITY SECURITIES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL 27 DELEGATION OF AUTHORITY TO GRANT TO THE Mgmt Split 99% For Split BOARD OF DIRECTORS TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED IN CONNECTION WITH A SHARE CAPITAL INCREASE WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS 28 DELEGATION OF AUTHORITY TO GRANT TO THE Mgmt Split 99% For Split BOARD OF DIRECTORS TO DECIDE THE INCREASE OF THE SHARE CAPITAL THROUGH THE CAPITALIZATION OF PREMIUMS, RESERVES, PROFITS OR OTHER ITEMS 29 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt Split 99% For Split THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL OF THE COMPANY WITH THE REMOVAL OF THE PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOR OF MEMBERS OF A COMPANY SAVING PLAN 30 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt Split 99% For Split THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL OF THE COMPANY BY ISSUING SHARES RESERVED FOR CERTAIN CATEGORIES OF PERSONS WITH THE REMOVAL OF PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOR OF SUCH PERSONS IN CONNECTION WITH THE IMPLEMENTATION OF EMPLOYEE SHAREHOLDING PLANS 31 AUTHORIZATION TO BE GRANTED TO THE BOARD OF Mgmt Split 99% For Split DIRECTORS TO GRANT FREE SHARES TO THE EMPLOYEES AND EXECUTIVE OFFICERS OF THE COMPANY AND/OR ITS AFFILIATED COMPANIES 32 MODIFICATION OF ARTICLE 10-1 OF THE Mgmt Split 99% Against Split ARTICLES OF ASSOCIATION IN ORDER TO DECREASE THE STATUTORY THRESHOLD TRIGGERING THE OBLIGATION TO DECLARE THE CROSSING OF THRESHOLDS 33 POWERS Mgmt Split 99% For Split -------------------------------------------------------------------------------------------------------------------------- AZENTA, INC. Agenda Number: 935533388 -------------------------------------------------------------------------------------------------------------------------- Security: 114340102 Meeting Type: Annual Meeting Date: 24-Jan-2022 Ticker: AZTA ISIN: US1143401024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Frank E. Casal Mgmt For For Robyn C. Davis Mgmt For For Joseph R. Martin Mgmt For For Erica J. McLaughlin Mgmt For For Krishna G. Palepu Mgmt For For Michael Rosenblatt Mgmt For For Stephen S. Schwartz Mgmt For For Alfred Woollacott, III Mgmt For For Mark S. Wrighton Mgmt For For Ellen M. Zane Mgmt For For 2. To approve by a non-binding advisory vote Mgmt For For the compensation of the Company's named executive officers. 3. To ratify the selection of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for the 2022 fiscal year. -------------------------------------------------------------------------------------------------------------------------- BAIDU, INC. Agenda Number: 935521218 -------------------------------------------------------------------------------------------------------------------------- Security: 056752108 Meeting Type: Special Meeting Date: 07-Dec-2021 Ticker: BIDU ISIN: US0567521085 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. As a special resolution: Resolution No. 1 Mgmt For set out in the Meeting Notice of the Extraordinary General Meeting (to approve the adoption of the Company's dual foreign name). 2. As a special resolution: Resolution No. 2 Mgmt For set out in the Meeting Notice of the Annual Extraordinary General Meeting (to approve the adoption of the Amended M&AA). 3. Resolution No. 3 set out in the Meeting Mgmt For Notice of the Extraordinary General Meeting (to approve the filings of adoption of the Company's dual foreign name and the Amended M&AA). -------------------------------------------------------------------------------------------------------------------------- BLACKBERRY LIMITED Agenda Number: 935645563 -------------------------------------------------------------------------------------------------------------------------- Security: 09228F103 Meeting Type: Annual Meeting Date: 22-Jun-2022 Ticker: BB ISIN: CA09228F1036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: John Chen Mgmt For For 1.2 Election of Director: Michael A. Daniels Mgmt For For 1.3 Election of Director: Timothy Dattels Mgmt For For 1.4 Election of Director: Lisa Disbrow Mgmt For For 1.5 Election of Director: Richard Lynch Mgmt For For 1.6 Election of Director: Laurie Smaldone Alsup Mgmt For For 1.7 Election of Director: V. Prem Watsa Mgmt For For 1.8 Election of Director: Wayne Wouters Mgmt For For 2. Re-appointment of Auditors - Resolution Mgmt For For approving the re-appointment of PricewaterhouseCoopers LLP as auditors of the Company and authorizing the Board of Directors to fix their remuneration. 3. Approval of Unallocated Entitlements under Mgmt For For the Equity Incentive Plan - Resolution approving the unallocated entitlements under the Company's Equity Incentive Plan as disclosed in the Management Proxy Circular for the Meeting. 4. Advisory Vote on Executive Compensation - Mgmt Against Against Non-binding advisory resolution that the shareholders accept the Company's approach to executive compensation as disclosed in the Management Proxy Circular for the Meeting. -------------------------------------------------------------------------------------------------------------------------- CADENCE DESIGN SYSTEMS, INC. Agenda Number: 935575184 -------------------------------------------------------------------------------------------------------------------------- Security: 127387108 Meeting Type: Annual Meeting Date: 05-May-2022 Ticker: CDNS ISIN: US1273871087 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Mark W. Adams Mgmt For For 1B. Election of Director: Ita Brennan Mgmt For For 1C. Election of Director: Lewis Chew Mgmt For For 1D. Election of Director: Anirudh Devgan Mgmt For For 1E. Election of Director: Mary Louise Krakauer Mgmt For For 1F. Election of Director: Julia Liuson Mgmt For For 1G. Election of Director: James D. Plummer Mgmt For For 1H. Election of Director: Alberto Mgmt For For Sangiovanni-Vincentelli 1I. Election of Director: John B. Shoven Mgmt For For 1J. Election of Director: Young K. Sohn Mgmt For For 1K. Election of Director: Lip-Bu Tan Mgmt For For 2. Advisory resolution to approve named Mgmt For For executive officer compensation. 3. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as the independent registered public accounting firm of Cadence for its fiscal year ending December 31, 2022. 4. Stockholder proposal regarding special Shr For Against meetings. -------------------------------------------------------------------------------------------------------------------------- CERENCE INC. Agenda Number: 935541070 -------------------------------------------------------------------------------------------------------------------------- Security: 156727109 Meeting Type: Annual Meeting Date: 02-Feb-2022 Ticker: CRNC ISIN: US1567271093 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Class III Director: Arun Sarin Mgmt For For 1.2 Election of Class III Director: Kristi Ann Mgmt For For Matus 1.3 Election of Class III Director: Stefan Mgmt For For Ortmanns 2. Ratification of the appointment of BDO USA, Mgmt For For LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2022. 3. Approval, on a non-binding, advisory basis, Mgmt For For of the compensation of the Company's named executive officers, as disclosed in the proxy statement. 4. Indication, on a non-binding, advisory Mgmt 1 Year For basis, of preferred frequency of future shareholder non-binding, advisory votes on the compensation of the Company's named executive officers. -------------------------------------------------------------------------------------------------------------------------- CIRRUS LOGIC, INC. Agenda Number: 935456815 -------------------------------------------------------------------------------------------------------------------------- Security: 172755100 Meeting Type: Annual Meeting Date: 30-Jul-2021 Ticker: CRUS ISIN: US1727551004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR John C. Carter Mgmt For For Alexander M. Davern Mgmt For For Timothy R. Dehne Mgmt For For John M. Forsyth Mgmt For For Deirdre R. Hanford Mgmt For For Catherine P. Lego Mgmt For For David J. Tupman 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 the fiscal year ending March 26, 2022. 3. Advisory vote to approve executive Mgmt For For compensation. -------------------------------------------------------------------------------------------------------------------------- CLOUDERA, INC. Agenda Number: 935477263 -------------------------------------------------------------------------------------------------------------------------- Security: 18914U100 Meeting Type: Special Meeting Date: 25-Aug-2021 Ticker: CLDR ISIN: US18914U1007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve the adoption of the Agreement Mgmt For For and Plan of Merger (the "Merger Agreement"), dated as of June 1, 2021, by and among Sky Parent Inc., Project Sky Merger Sub Inc., and Cloudera, Inc. ("Cloudera"). 2. To approve, on an advisory (non-binding) Mgmt For For basis, the compensation that may be paid or become payable to Cloudera's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. 3. To adjourn the special meeting to a later Mgmt For For date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve Proposal 1 at the time of the special meeting. -------------------------------------------------------------------------------------------------------------------------- ELASTIC N.V. Agenda Number: 935494435 -------------------------------------------------------------------------------------------------------------------------- Security: N14506104 Meeting Type: Annual Meeting Date: 01-Oct-2021 Ticker: ESTC ISIN: NL0013056914 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of executive Director for a term Mgmt Against Against of three years ending at the close of the annual general meeting of 2024: Shay Banon 1B. Election of non-executive Director for a Mgmt For For term of three years ending at the close of the annual general meeting of 2024: Shelley Leibowitz 2. Adoption of Dutch Statutory Annual Accounts Mgmt For For for fiscal year 2021. 3. Grant of full discharge of the Company's Mgmt For For executive director from liability with respect to the performance of his duties during fiscal year 2021. 4. Grant of full discharge of the Company's Mgmt For For non-executive directors from liability with respect to the performance of their duties during fiscal year 2021. 5. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2022. 6. Authorization of the Board of Directors to Mgmt For For repurchase shares in the capital of the Company. 7. Non-binding advisory vote on the Mgmt For For compensation of the Company's named executive officers. -------------------------------------------------------------------------------------------------------------------------- ELASTIC N.V. Agenda Number: 935550966 -------------------------------------------------------------------------------------------------------------------------- Security: N14506104 Meeting Type: Special Meeting Date: 09-Mar-2022 Ticker: ESTC ISIN: NL0013056914 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Election of Executive Director for a term Mgmt For For of three (3) years, ending at 2025: Ashutosh Kulkarni -------------------------------------------------------------------------------------------------------------------------- FORMFACTOR, INC. Agenda Number: 935609505 -------------------------------------------------------------------------------------------------------------------------- Security: 346375108 Meeting Type: Annual Meeting Date: 27-May-2022 Ticker: FORM ISIN: US3463751087 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Lothar Maier (To hold Mgmt For For office for one-year term if proposal 2 is approved, else three-year term if proposal 2 not approved) 1b. Election of Director: Sheri Rhodes (To hold Mgmt For For office for one-year term if proposal 2 is approved, else three-year term if proposal 2 not approved) 1c. Election of Director: Jorge Titinger (To Mgmt For For hold office for one- year term if proposal 2 is approved, else two-year term if proposal 2 not approved) 2. Amendment to FormFactor's Certificate of Mgmt For For Incorporation to provide for the annual election of directors and eliminate the classified Board structure. 3. Advisory approval of FormFactor's executive Mgmt For For compensation. 4. Advisory vote on the frequency of Mgmt 1 Year For stockholder advisory votes on FormFactor's executive compensation. 5. Amendment and restatement of the Company's Mgmt For For 2012 Equity Incentive Plan to increase the number of shares reserved for issuance under the 2012 Equity Incentive Plan by 4,000,000 shares and to extend the term of the 2012 Equity Incentive Plan to 2032. 6. Ratification of the selection of KPMG LLP Mgmt For For as FormFactor's independent registered public accounting firm for fiscal year 2022. -------------------------------------------------------------------------------------------------------------------------- FUJITSU LIMITED Agenda Number: 715728284 -------------------------------------------------------------------------------------------------------------------------- Security: J15708159 Meeting Type: AGM Meeting Date: 27-Jun-2022 Ticker: ISIN: JP3818000006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Amend Articles to: Approve Minor Revisions Mgmt For For Related to Change of Laws and Regulations, Approve Minor Revisions 2.1 Appoint a Director Tokita, Takahito Mgmt For For 2.2 Appoint a Director Furuta, Hidenori Mgmt For For 2.3 Appoint a Director Isobe, Takeshi Mgmt For For 2.4 Appoint a Director Yamamoto, Masami Mgmt For For 2.5 Appoint a Director Mukai, Chiaki Mgmt For For 2.6 Appoint a Director Abe, Atsushi Mgmt For For 2.7 Appoint a Director Kojo, Yoshiko Mgmt For For 2.8 Appoint a Director Scott Callon Mgmt For For 2.9 Appoint a Director Sasae, Kenichiro Mgmt For For 3 Appoint a Corporate Auditor Catherine Mgmt For For O'Connell 4 Approve Details of the Performance-based Mgmt For For Stock Compensation to be received by Directors -------------------------------------------------------------------------------------------------------------------------- HEWLETT PACKARD ENTERPRISE COMPANY Agenda Number: 935550346 -------------------------------------------------------------------------------------------------------------------------- Security: 42824C109 Meeting Type: Annual Meeting Date: 05-Apr-2022 Ticker: HPE ISIN: US42824C1099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Daniel Ammann Mgmt For For 1B. Election of Director: Pamela L. Carter Mgmt For For 1C. Election of Director: Jean M. Hobby Mgmt For For 1D. Election of Director: George R. Kurtz Mgmt For For 1E. Election of Director: Raymond J. Lane Mgmt For For 1F. Election of Director: Ann M. Livermore Mgmt For For 1G. Election of Director: Antonio F. Neri Mgmt For For 1H. Election of Director: Charles H. Noski Mgmt For For 1I. Election of Director: Raymond E. Ozzie Mgmt For For 1J. Election of Director: Gary M. Reiner Mgmt For For 1K. Election of Director: Patricia F. Russo Mgmt For For 2. Ratification of the appointment of the Mgmt For For independent registered public accounting firm for the fiscal year ending October 31, 2022. 3. Approval of the increase of shares reserved Mgmt For For under the Hewlett Packard Enterprise 2021 Stock Incentive Plan. 4. Advisory vote to approve executive Mgmt For For compensation. 5. Stockholder proposal entitled: "Special Shr For Against Shareholder Meeting Improvement" -------------------------------------------------------------------------------------------------------------------------- HITACHI,LTD. Agenda Number: 715710946 -------------------------------------------------------------------------------------------------------------------------- Security: J20454112 Meeting Type: AGM Meeting Date: 22-Jun-2022 Ticker: ISIN: JP3788600009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Amend Articles to: Approve Minor Revisions Mgmt For For Related to Change of Laws and Regulations 2 Amend Articles to: Establish the Articles Mgmt For For Related to Shareholders Meeting Held without Specifying a Venue 3.1 Appoint a Director Ihara, Katsumi Mgmt For For 3.2 Appoint a Director Ravi Venkatesan Mgmt For For 3.3 Appoint a Director Cynthia Carroll Mgmt For For 3.4 Appoint a Director Sugawara, Ikuro Mgmt For For 3.5 Appoint a Director Joe Harlan Mgmt For For 3.6 Appoint a Director Louise Pentland Mgmt For For 3.7 Appoint a Director Yamamoto, Takatoshi Mgmt For For 3.8 Appoint a Director Yoshihara, Hiroaki Mgmt For For 3.9 Appoint a Director Helmuth Ludwig Mgmt For For 3.10 Appoint a Director Kojima, Keiji Mgmt For For 3.11 Appoint a Director Seki, Hideaki Mgmt For For 3.12 Appoint a Director Higashihara, Toshiaki Mgmt For For -------------------------------------------------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL INC. Agenda Number: 935559510 -------------------------------------------------------------------------------------------------------------------------- Security: 438516106 Meeting Type: Annual Meeting Date: 25-Apr-2022 Ticker: HON ISIN: US4385161066 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Darius Adamczyk Mgmt For For 1B. Election of Director: Duncan B. Angove Mgmt For For 1C. Election of Director: William S. Ayer Mgmt For For 1D. Election of Director: Kevin Burke Mgmt For For 1E. Election of Director: D. Scott Davis Mgmt For For 1F. Election of Director: Deborah Flint Mgmt For For 1G. Election of Director: Rose Lee Mgmt For For 1H. Election of Director: Grace D. Lieblein Mgmt For For 1I. Election of Director: George Paz Mgmt For For 1J. Election of Director: Robin L. Washington Mgmt For For 2. Advisory Vote to Approve Executive Mgmt Against Against Compensation. 3. Approval of Appointment of Independent Mgmt For For Accountants. 4. Shareowner Proposal - Special Shareholder Shr For Against Meeting Improvement. 5. Shareowner Proposal - Climate Lobbying Shr For Against Report. 6. Shareowner Proposal - Environmental and Shr Against For Social Due Diligence. -------------------------------------------------------------------------------------------------------------------------- INFINEON TECHNOLOGIES AG Agenda Number: 715040743 -------------------------------------------------------------------------------------------------------------------------- Security: D35415104 Meeting Type: AGM Meeting Date: 17-Feb-2022 Ticker: ISIN: DE0006231004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. 1 RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting REPORTS FOR FISCAL YEAR 2021 2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For OF EUR 0.27 PER SHARE 3.1 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER REINHARD PLOSS FOR FISCAL YEAR 2021 3.2 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER HELMUT GASSEL FOR FISCAL YEAR 2021 3.3 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER JOCHEN HANEBECK FOR FISCAL YEAR 2021 3.4 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER CONSTANZE HUFENBECHER (FROM APRIL 15, 2021) FOR FISCAL YEAR 2021 3.5 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER SVEN SCHNEIDER FOR FISCAL YEAR 2021 4.1 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER WOLFGANG EDER FOR FISCAL YEAR 2021 4.2 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER XIAOQUN CLEVER FOR FISCAL YEAR 2021 4.3 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER JOHANN DECHANT FOR FISCAL YEAR 2021 4.4 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER FRIEDRICH EICHINER FOR FISCAL YEAR 2021 4.5 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER ANNETTE ENGELFRIED FOR FISCAL YEAR 2021 4.6 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER PETER GRUBER FOR FISCAL YEAR 2021 4.7 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER HANS-ULRICH HOLDENRIED FOR FISCAL YEAR 2021 4.8 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER SUSANNE LACHENMANN FOR FISCAL YEAR 2021 4.9 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER GERALDINE PICAUD FOR FISCAL YEAR 2021 4.10 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER MANFRED PUFFER FOR FISCAL YEAR 2021 4.11 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER MELANIE RIEDL FOR FISCAL YEAR 2021 4.12 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER JUERGEN SCHOLZ FOR FISCAL YEAR 2021 4.13 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER KERSTIN SCHULZENDORF FOR FISCAL YEAR 2021 4.14 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER ULRICH SPIESSHOFER FOR FISCAL YEAR 2021 4.15 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER MARGRET SUCKALE FOR FISCAL YEAR 2021 4.16 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER DIANA VITALE FOR FISCAL YEAR 2021 5 RATIFY KPMG AG AS AUDITORS FOR FISCAL YEAR Mgmt For For 2022 6 ELECT GERALDINE PICAUD TO THE SUPERVISORY Mgmt For For BOARD 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 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 12 JAN 2022: 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 12 JAN 2022: 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 -------------------------------------------------------------------------------------------------------------------------- INTEL CORPORATION Agenda Number: 935577013 -------------------------------------------------------------------------------------------------------------------------- Security: 458140100 Meeting Type: Annual Meeting Date: 12-May-2022 Ticker: INTC ISIN: US4581401001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Patrick P. Gelsinger Mgmt For For 1B. Election of Director: James J. Goetz Mgmt For For 1C. Election of Director: Andrea J. Goldsmith Mgmt For For 1D. Election of Director: Alyssa H. Henry Mgmt Against Against 1E. Election of Director: Omar Ishrak Mgmt Against Against 1F. Election of Director: Risa Lavizzo-Mourey Mgmt Against Against 1G. Election of Director: Tsu-Jae King Liu Mgmt For For 1H. Election of Director: Gregory D. Smith Mgmt For For 1I. Election of Director: Dion J. Weisler Mgmt Against Against 1J. Election of Director: Frank D. Yeary Mgmt For For 2. Ratification of selection of Ernst & Young Mgmt For For LLP as our independent registered public accounting firm for 2022. 3. Advisory vote to approve executive Mgmt Against Against compensation of our listed officers. 4. Approval of amendment and restatement of Mgmt Against Against the 2006 Equity Incentive Plan. 5. Stockholder proposal requesting amendment Shr For Against to the company's stockholder special meeting right, if properly presented at the meeting. 6. Stockholder proposal requesting a Shr Against For third-party audit and report on whether written policies or unwritten norms at the company reinforce racism in company culture, if properly presented at the meeting. -------------------------------------------------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORP. Agenda Number: 935559483 -------------------------------------------------------------------------------------------------------------------------- Security: 459200101 Meeting Type: Annual Meeting Date: 26-Apr-2022 Ticker: IBM ISIN: US4592001014 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director for a Term of One Mgmt For For Year: Thomas Buberl 1B. Election of Director for a Term of One Mgmt For For Year: David N. Farr 1C. Election of Director for a Term of One Mgmt For For Year: Alex Gorsky 1D. Election of Director for a Term of One Mgmt For For Year: Michelle J. Howard 1E. Election of Director for a Term of One Mgmt For For Year: Arvind Krishna 1F. Election of Director for a Term of One Mgmt For For Year: Andrew N. Liveris 1G. Election of Director for a Term of One Mgmt For For Year: F. William McNabb III 1H. Election of Director for a Term of One Mgmt For For Year: Martha E. Pollack 1I. Election of Director for a Term of One Mgmt For For Year: Joseph R. Swedish 1J. Election of Director for a Term of One Mgmt For For Year: Peter R. Voser 1K. Election of Director for a Term of One Mgmt For For Year: Frederick H. Waddell 1L. Election of Director for a Term of One Mgmt For For Year: Alfred W. Zollar 2. Ratification of Appointment of Independent Mgmt For For Registered Public Accounting Firm. 3. Advisory Vote on Executive Compensation. Mgmt For For 4. Stockholder Proposal to Lower Special Shr For Against Meeting Right Ownership Threshold. 5. Stockholder Proposal to Have An Independent Shr For Against Board Chairman. 6. Stockholder Proposal Requesting Public Shr For Against Report on the use of Concealment Clauses. -------------------------------------------------------------------------------------------------------------------------- IONQ, INC. Agenda Number: 935605432 -------------------------------------------------------------------------------------------------------------------------- Security: 46222L108 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: IONQ ISIN: US46222L1089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Blake Byers Mgmt For For 1.2 Election of Director: Niccolo de Masi Mgmt Withheld Against 1.3 Election of Director: Inder M. Singh Mgmt For For 2. To ratify the selection of Ernst & Young Mgmt For For LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 -------------------------------------------------------------------------------------------------------------------------- JSR CORPORATION Agenda Number: 715688858 -------------------------------------------------------------------------------------------------------------------------- Security: J2856K106 Meeting Type: AGM Meeting Date: 17-Jun-2022 Ticker: ISIN: JP3385980002 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Approve Appropriation of Surplus Mgmt For For 2 Amend Articles to: Approve Minor Revisions Mgmt For For Related to Change of Laws and Regulations 3.1 Appoint a Director Eric Johnson Mgmt For For 3.2 Appoint a Director Kawahashi, Nobuo Mgmt For For 3.3 Appoint a Director Takahashi, Seiji Mgmt For For 3.4 Appoint a Director Tachibana, Ichiko Mgmt For For 3.5 Appoint a Director Emoto, Kenichi Mgmt For For 3.6 Appoint a Director Seki, Tadayuki Mgmt For For 3.7 Appoint a Director David Robert Hale Mgmt For For 3.8 Appoint a Director Iwasaki, Masato Mgmt For For 3.9 Appoint a Director Ushida, Kazuo Mgmt For For 4 Appoint a Corporate Auditor Tokuhiro, Mgmt For For Takaaki 5.1 Appoint a Substitute Corporate Auditor Mgmt For For Fujii, Yasufumi 5.2 Appoint a Substitute Corporate Auditor Mgmt For For Endo, Yukiko -------------------------------------------------------------------------------------------------------------------------- KLA CORPORATION Agenda Number: 935497645 -------------------------------------------------------------------------------------------------------------------------- Security: 482480100 Meeting Type: Annual Meeting Date: 03-Nov-2021 Ticker: KLAC ISIN: US4824801009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A Election of Director to serve for a Mgmt For For one-year term: Edward Barnholt 1B Election of Director to serve for a Mgmt For For one-year term: Robert Calderoni 1C Election of Director to serve for a Mgmt For For one-year term: Jeneanne Hanley 1D Election of Director to serve for a Mgmt For For one-year term: Emiko Higashi 1E Election of Director to serve for a Mgmt For For one-year term: Kevin Kennedy 1F Election of Director to serve for a Mgmt For For one-year term: Gary Moore 1G Election of Director to serve for a Mgmt For For one-year term: Marie Myers 1H Election of Director to serve for a Mgmt For For one-year term: Kiran Patel 1I Election of Director to serve for a Mgmt For For one-year term: Victor Peng 1J Election of Director to serve for a Mgmt For For one-year term: Robert Rango 1K Election of Director to serve for a Mgmt For For one-year term: Richard Wallace 2 To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2022. 3 To approve on a non-binding, advisory basis Mgmt For For our named executive officer compensation. -------------------------------------------------------------------------------------------------------------------------- KONINKLIJKE KPN NV Agenda Number: 715226557 -------------------------------------------------------------------------------------------------------------------------- Security: N4297B146 Meeting Type: AGM Meeting Date: 13-Apr-2022 Ticker: ISIN: NL0000009082 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. OPENING AND ANNOUNCEMENTS Non-Voting 2. REPORT BY THE BOARD OF MANAGEMENT FOR THE Non-Voting FISCAL YEAR 2021 3. PROPOSAL TO ADOPT THE FINANCIAL STATEMENTS Mgmt For For FOR THE FISCAL YEAR 2021 4. PROPOSAL TO APPROVE THE REMUNERATION REPORT Mgmt For For FOR THE FISCAL YEAR 2021 (ADVISORY VOTE) 5. EXPLANATION OF THE FINANCIAL AND DIVIDEND Non-Voting POLICY 6. PROPOSAL TO DETERMINE THE DIVIDEND OVER THE Mgmt For For FISCAL YEAR 2021 7. PROPOSAL TO DISCHARGE THE MEMBERS OF THE Mgmt For For BOARD OF MANAGEMENT FROM LIABILITY 8. PROPOSAL TO DISCHARGE THE MEMBERS OF THE Mgmt For For SUPERVISORY BOARD FROM LIABILITY 9. RATIFY ERNST YOUNG ACCOUNTANTS LLP AS Mgmt For For AUDITORS 10. OPPORTUNITY TO MAKE RECOMMENDATIONS FOR THE Non-Voting APPOINTMENT OF MEMBERS OF THE SUPERVISORY BOARD 11. PROPOSAL TO APPOINT MS. K. KOELEMEIJER AS Mgmt For For MEMBER OF THE SUPERVISORY BOARD 12. PROPOSAL TO APPOINT MS. C. VERGOUW AS Mgmt For For MEMBER OF THE SUPERVISORY BOARD 13. ANNOUNCEMENT CONCERNING VACANCIES IN THE Non-Voting SUPERVISORY BOARD ARISING IN 2023 14. DISCUSSION ON PROFILE OF THE SUPERVISORY Non-Voting BOARD 15. PROPOSAL TO AUTHORIZE THE BOARD OF Mgmt For For MANAGEMENT TO RESOLVE THAT THE COMPANY MAY ACQUIRE ITS OWN SHARES 16. PROPOSAL TO REDUCE THE CAPITAL BY Mgmt For For CANCELLING OWN SHARES 17. PROPOSAL TO DESIGNATE THE BOARD OF Mgmt For For MANAGEMENT AS THE COMPETENT BODY TO ISSUE ORDINARY SHARES 18. PROPOSAL TO DESIGNATE THE BOARD OF Mgmt For For MANAGEMENT AS THE COMPETENT BODY TO RESTRICT OR EXCLUDE PRE-EMPTIVE RIGHTS UPON ISSUING ORDINARY SHARES 19. ANY OTHER BUSINESS Non-Voting 20. VOTING RESULTS AND CLOSURE OF THE MEETING Non-Voting CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED. CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED. CMMT "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 08 MAR 2022: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO MODIFICATION OF TEXT IN RESOLUTION 9. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- LAM RESEARCH CORPORATION Agenda Number: 935496946 -------------------------------------------------------------------------------------------------------------------------- Security: 512807108 Meeting Type: Annual Meeting Date: 08-Nov-2021 Ticker: LRCX ISIN: US5128071082 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Sohail U. Ahmed Mgmt For For Timothy M. Archer Mgmt For For Eric K. Brandt Mgmt For For Michael R. Cannon Mgmt For For Catherine P. Lego Mgmt For For Bethany J. Mayer Mgmt For For Abhijit Y. Talwalkar Mgmt For For Lih Shyng (Rick L) Tsai Mgmt For For Leslie F. Varon Mgmt For For 2. Advisory vote to approve the compensation Mgmt For For of the named executive officers of Lam Research, or "Say on Pay." 3. Ratification of the appointment of the Mgmt For For independent registered public accounting firm for fiscal year 2022. -------------------------------------------------------------------------------------------------------------------------- LATTICE SEMICONDUCTOR CORPORATION Agenda Number: 935574346 -------------------------------------------------------------------------------------------------------------------------- Security: 518415104 Meeting Type: Annual Meeting Date: 06-May-2022 Ticker: LSCC ISIN: US5184151042 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: James R. Anderson Mgmt For For 1.2 Election of Director: Robin A. Abrams Mgmt For For 1.3 Election of Director: Mark E. Jensen Mgmt For For 1.4 Election of Director: Anjali Joshi Mgmt For For 1.5 Election of Director: James P. Lederer Mgmt For For 1.6 Election of Director: Krishna Rangasayee Mgmt For For 1.7 Election of Director: D. Jeffrey Richardson 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 December 31, 2022. 3. To approve on a non-binding, advisory Mgmt For For basis, the compensation of our Named Executive Officers (as defined below in the section of the Proxy Statement titled "Compensation Discussion and Analysis"). -------------------------------------------------------------------------------------------------------------------------- LOCKHEED MARTIN CORPORATION Agenda Number: 935564751 -------------------------------------------------------------------------------------------------------------------------- Security: 539830109 Meeting Type: Annual Meeting Date: 21-Apr-2022 Ticker: LMT ISIN: US5398301094 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Daniel F. Akerson Mgmt For For 1B. Election of Director: David B. Burritt Mgmt For For 1C. Election of Director: Bruce A. Carlson Mgmt For For 1D. Election of Director: John M. Donovan Mgmt For For 1E. Election of Director: Joseph F. Dunford, Mgmt For For Jr. 1F. Election of Director: James O. Ellis, Jr. Mgmt For For 1G. Election of Director: Thomas J. Falk Mgmt For For 1H. Election of Director: Ilene S. Gordon Mgmt For For 1I. Election of Director: Vicki A. Hollub Mgmt For For 1J. Election of Director: Jeh C. Johnson Mgmt For For 1K. Election of Director: Debra L. Reed-Klages Mgmt For For 1L. Election of Director: James D. Taiclet Mgmt For For 1M. Election of Director: Patricia E. Mgmt For For Yarrington 2. Ratification of Appointment of Ernst & Mgmt For For Young LLP as Independent Auditors for 2022. 3. Advisory Vote to Approve the Compensation Mgmt For For of our Named Executive Officers (Say-on-Pay) 4. Stockholder Proposal to Reduce Threshold Shr For Against for Calling Special Stockholder Meetings. 5. Stockholder Proposal to Issue a Human Shr Against For Rights Impact Assessment Report. -------------------------------------------------------------------------------------------------------------------------- MARVELL TECHNOLOGY, INC. Agenda Number: 935447929 -------------------------------------------------------------------------------------------------------------------------- Security: 573874104 Meeting Type: Annual Meeting Date: 16-Jul-2021 Ticker: MRVL ISIN: US5738741041 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: W. Tudor Brown Mgmt For For 1B. Election of Director: Brad W. Buss Mgmt For For 1C. Election of Director: Edward H. Frank Mgmt For For 1D. Election of Director: Richard S. Hill Mgmt For For 1E. Election of Director: Marachel L. Knight Mgmt For For 1F. Election of Director: Bethany J. Mayer Mgmt For For 1G. Election of Director: Matthew J. Murphy Mgmt For For 1H. Election of Director: Michael G. Strachan Mgmt For For 1I. Election of Director: Robert E. Switz Mgmt For For 1J. Election of Director: Ford Tamer Mgmt For For 2. An advisory (non-binding) vote to approve Mgmt For For compensation of our named executive officers. 3. To ratify the appointment of Deloitte and Mgmt For For Touche LLP as our independent registered public accounting firm for the fiscal year ended January 29, 2022. -------------------------------------------------------------------------------------------------------------------------- MARVELL TECHNOLOGY, INC. Agenda Number: 935647353 -------------------------------------------------------------------------------------------------------------------------- Security: 573874104 Meeting Type: Annual Meeting Date: 23-Jun-2022 Ticker: MRVL ISIN: US5738741041 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Sara Andrews Mgmt For For 1b. Election of Director: W. Tudor Brown Mgmt For For 1c. Election of Director: Brad W. Buss Mgmt For For 1d. Election of Director: Edward H. Frank Mgmt For For 1e. Election of Director: Richard S. Hill Mgmt For For 1f. Election of Director: Marachel L. Knight Mgmt For For 1g. Election of Director: Matthew J. Murphy Mgmt For For 1h. Election of Director: Michael G. Strachan Mgmt For For 1i. Election of Director: Robert E. Switz Mgmt For For 1j. Election of Director: Ford Tamer Mgmt For For 2. An advisory (non-binding) vote to approve Mgmt For For compensation of our named executive officers. 3. To amend the Marvell Technology, Inc. 2000 Mgmt For For Employee Stock Purchase Plan to remove the term of the plan and to remove the annual evergreen feature of the plan. 4. To ratify the appointment of Deloitte and Mgmt For For Touche LLP as our independent registered public accounting firm for the fiscal year ending January 28, 2023. -------------------------------------------------------------------------------------------------------------------------- MEDIATEK INCORPORATION Agenda Number: 715584125 -------------------------------------------------------------------------------------------------------------------------- Security: Y5945U103 Meeting Type: AGM Meeting Date: 31-May-2022 Ticker: ISIN: TW0002454006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ADOPTION OF THE 2021 BUSINESS REPORT AND Mgmt For For FINANCIAL STATEMENTS 2 ADOPTION OF THE PROPOSAL FOR DISTRIBUTION Mgmt For For OF 2021 PROFITS. PROPOSED RETAINED EARNING: TWD 57 PER SHARE AND PROPOSED CAPITAL SURPLUS: TWD 16 PER SHARE 3 DISCUSSION ON CASH DISTRIBUTION FROM Mgmt For For CAPITAL RESERVE 4 AMENDMENT TO THE COMPANYS ARTICLE OF Mgmt Against Against INCORPORATION 5 AMENDMENTS TO THE COMPANYS PROCEDURES Mgmt For For GOVERNING THE ACQUISITION OR DISPOSITION OF ASSETS 6 AMENDMENTS TO THE COMPANYS OPERATING Mgmt For For PROCEDURES OF ENDORSEMENT AND GUARANTEE 7 AMENDMENTS TO THE COMPANYS OPERATING Mgmt Against Against PROCEDURES OF OUTWARD LOANS TO OTHERS -------------------------------------------------------------------------------------------------------------------------- MICROCHIP TECHNOLOGY INCORPORATED Agenda Number: 935474445 -------------------------------------------------------------------------------------------------------------------------- Security: 595017104 Meeting Type: Annual Meeting Date: 24-Aug-2021 Ticker: MCHP ISIN: US5950171042 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Matthew W. Chapman Mgmt For For 1.2 Election of Director: Esther L. Johnson Mgmt For For 1.3 Election of Director: Karlton D. Johnson Mgmt For For 1.4 Election of Director: Wade F. Meyercord Mgmt For For 1.5 Election of Director: Ganesh Moorthy Mgmt For For 1.6 Election of Director: Karen M. Rapp Mgmt For For 1.7 Election of Director: Steve Sanghi Mgmt For For 2. Proposal to approve an amendment and Mgmt For For restatement of our Certificate of Incorporation to increase the number of authorized shares of common stock for the purpose of effecting a two-for-one forward stock split. 3. Proposal to approve an amendment and Mgmt For For restatement of our 2004 Equity Incentive Plan to extend the term of the plan by ten years, to August 24, 2031. 4. Proposal to ratify the appointment of Ernst Mgmt For For & Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, 2022. 5. Proposal to approve, on an advisory Mgmt For For (non-binding) basis, the compensation of our named executives. -------------------------------------------------------------------------------------------------------------------------- MICRON TECHNOLOGY, INC. Agenda Number: 935528717 -------------------------------------------------------------------------------------------------------------------------- Security: 595112103 Meeting Type: Annual Meeting Date: 13-Jan-2022 Ticker: MU ISIN: US5951121038 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: Richard M. Beyer Mgmt For For 1B. ELECTION OF DIRECTOR: Lynn A. Dugle Mgmt For For 1C. ELECTION OF DIRECTOR: Steven J. Gomo Mgmt For For 1D. ELECTION OF DIRECTOR: Linnie Haynesworth Mgmt For For 1E. ELECTION OF DIRECTOR: Mary Pat McCarthy Mgmt For For 1F. ELECTION OF DIRECTOR: Sanjay Mehrotra Mgmt For For 1G. ELECTION OF DIRECTOR: Robert E. Switz Mgmt For For 1H. ELECTION OF DIRECTOR: MaryAnn Wright Mgmt For For 2. PROPOSAL BY THE COMPANY TO APPROVE A Mgmt For For NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. 3. PROPOSAL BY THE COMPANY TO RATIFY THE Mgmt For For APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING SEPTEMBER 1, 2022. -------------------------------------------------------------------------------------------------------------------------- MICROSOFT CORPORATION Agenda Number: 935505480 -------------------------------------------------------------------------------------------------------------------------- Security: 594918104 Meeting Type: Annual Meeting Date: 30-Nov-2021 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 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: Carlos A. Rodriguez Mgmt For For 1H. Election of Director: Charles W. Scharf 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. Approve Employee Stock Purchase Plan. Mgmt For For 4. Ratification of the Selection of Deloitte & Mgmt For For Touche LLP as our Independent Auditor for Fiscal Year 2022. 5. Shareholder Proposal - Report on median pay Shr For Against gaps across race and gender. 6. Shareholder Proposal - Report on Shr For Against effectiveness of workplace sexual harassment policies. 7. Shareholder Proposal - Prohibition on sales Shr Against For of facial recognition technology to all government entities. 8. Shareholder Proposal - Report on Shr Against For implementation of the Fair Chance Business Pledge. 9. Shareholder Proposal - Report on how Shr For Against lobbying activities align with company policies. -------------------------------------------------------------------------------------------------------------------------- MICROSTRATEGY INCORPORATED Agenda Number: 935603680 -------------------------------------------------------------------------------------------------------------------------- Security: 594972408 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: MSTR ISIN: US5949724083 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michael J. Saylor Mgmt Withheld Against Stephen X. Graham Mgmt For For Jarrod M. Patten Mgmt For For Leslie J. Rechan Mgmt For For Carl J. Rickertsen Mgmt For For 2. Ratify the selection of KPMG LLP as Mgmt For For MicroStrategy Incorporated's independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- MITSUBISHI ELECTRIC CORPORATION Agenda Number: 715710958 -------------------------------------------------------------------------------------------------------------------------- Security: J43873116 Meeting Type: AGM Meeting Date: 29-Jun-2022 Ticker: ISIN: JP3902400005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Amend Articles to: Approve Minor Revisions Mgmt For For Related to Change of Laws and Regulations 2.1 Appoint a Director Yabunaka, Mitoji Mgmt For For 2.2 Appoint a Director Obayashi, Hiroshi Mgmt For For 2.3 Appoint a Director Watanabe, Kazunori Mgmt For For 2.4 Appoint a Director Koide, Hiroko Mgmt For For 2.5 Appoint a Director Oyamada, Takashi Mgmt Against Against 2.6 Appoint a Director Kosaka, Tatsuro Mgmt For For 2.7 Appoint a Director Yanagi, Hiroyuki Mgmt For For 2.8 Appoint a Director Uruma, Kei Mgmt Against Against 2.9 Appoint a Director Kawagoishi, Tadashi Mgmt For For 2.10 Appoint a Director Masuda, Kuniaki Mgmt For For 2.11 Appoint a Director Nagasawa, Jun Mgmt For For 2.12 Appoint a Director Kaga, Kunihiko Mgmt For For -------------------------------------------------------------------------------------------------------------------------- MKS INSTRUMENTS, INC. Agenda Number: 935581012 -------------------------------------------------------------------------------------------------------------------------- Security: 55306N104 Meeting Type: Annual Meeting Date: 10-May-2022 Ticker: MKSI ISIN: US55306N1046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR John T.C. Lee Mgmt For For Jacqueline F. Moloney Mgmt For For Michelle M. Warner Mgmt For For 2. The approval of our 2022 Stock Incentive Mgmt For For Plan. 3. The approval, on an advisory basis, of Mgmt For For executive compensation. 4. The ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- NATIONAL INSTRUMENTS CORPORATION Agenda Number: 935576035 -------------------------------------------------------------------------------------------------------------------------- Security: 636518102 Meeting Type: Annual Meeting Date: 10-May-2022 Ticker: NATI ISIN: US6365181022 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR James E. Cashman, lll Mgmt For For Liam K. Griffin Mgmt For For Eric H. Starkloff Mgmt For For 2. To increase the number of shares reserved Mgmt For For under the National Instruments Corporation 1994 Employee Stock Purchase Plan by 3,000,000 shares. 3. To approve the National Instruments Mgmt For For Corporation 2022 Equity Incentive Plan. 4. To approve, on an advisory (non-binding) Mgmt For For basis, National Instruments Corporation's executive compensation program. 5. To ratify the appointment of Ernst & Young Mgmt For For LLP as National Instruments Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- NEC CORPORATION Agenda Number: 715705539 -------------------------------------------------------------------------------------------------------------------------- Security: J48818207 Meeting Type: AGM Meeting Date: 22-Jun-2022 Ticker: ISIN: JP3733000008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Amend Articles to: Approve Minor Revisions Mgmt For For Related to Change of Laws and Regulations 2.1 Appoint a Director Niino, Takashi Mgmt For For 2.2 Appoint a Director Morita, Takayuki Mgmt For For 2.3 Appoint a Director Matsukura, Hajime Mgmt For For 2.4 Appoint a Director Nishihara, Motoo Mgmt For For 2.5 Appoint a Director Fujikawa, Osamu Mgmt For For 2.6 Appoint a Director Iki, Noriko Mgmt For For 2.7 Appoint a Director Ito, Masatoshi Mgmt For For 2.8 Appoint a Director Nakamura, Kuniharu Mgmt For For 2.9 Appoint a Director Christina Ahmadjian Mgmt For For 2.10 Appoint a Director Oka, Masashi Mgmt For For 3.1 Appoint a Corporate Auditor Obata, Shinobu Mgmt For For 3.2 Appoint a Corporate Auditor Okada, Kyoko Mgmt For For -------------------------------------------------------------------------------------------------------------------------- NIPPON TELEGRAPH AND TELEPHONE CORPORATION Agenda Number: 715717774 -------------------------------------------------------------------------------------------------------------------------- Security: J59396101 Meeting Type: AGM Meeting Date: 24-Jun-2022 Ticker: ISIN: JP3735400008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Approve Appropriation of Surplus Mgmt For For 2 Amend Articles to: Approve Minor Revisions Mgmt For For Related to Change of Laws and Regulations, Establish the Articles Related to Shareholders Meeting Held without Specifying a Venue, Increase the Board of Corporate Auditors Size 3.1 Appoint a Director Sawada, Jun Mgmt For For 3.2 Appoint a Director Shimada, Akira Mgmt For For 3.3 Appoint a Director Kawazoe, Katsuhiko Mgmt For For 3.4 Appoint a Director Hiroi, Takashi Mgmt For For 3.5 Appoint a Director Kudo, Akiko Mgmt For For 3.6 Appoint a Director Sakamura, Ken Mgmt For For 3.7 Appoint a Director Uchinaga, Yukako Mgmt For For 3.8 Appoint a Director Chubachi, Ryoji Mgmt For For 3.9 Appoint a Director Watanabe, Koichiro Mgmt For For 3.10 Appoint a Director Endo, Noriko Mgmt For For 4.1 Appoint a Corporate Auditor Yanagi, Mgmt For For Keiichiro 4.2 Appoint a Corporate Auditor Koshiyama, Mgmt For For Kensuke -------------------------------------------------------------------------------------------------------------------------- NOKIA CORPORATION Agenda Number: 935566438 -------------------------------------------------------------------------------------------------------------------------- Security: 654902204 Meeting Type: Annual Meeting Date: 05-Apr-2022 Ticker: NOK ISIN: US6549022043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 7. Adoption of the Annual Accounts Mgmt For For 8. Resolution on the use of the profit shown Mgmt For For on the balance sheet and authorization of the Board of Directors to decide on the distribution of dividend and assets from the invested unrestricted equity fund 9. Resolution on the discharge of the members Mgmt For For of the Board of Directors and the President and CEO from liability for the financial year 2021 10. Addressing the Remuneration Report Mgmt For For 11. Resolution on the remuneration to the Mgmt For For members of the Board of Directors 12. Resolution on the number of members of the Mgmt For For Board of Directors 13. DIRECTOR Sari Baldauf Mgmt For For Bruce Brown Mgmt For For Thomas Dannenfeldt Mgmt For For Lisa Hook Mgmt For For Jeanette Horan Mgmt For For Edward Kozel Mgmt For For Thomas Saueressig Mgmt For For Soren Skou Mgmt For For Carla Smits-Nusteling Mgmt For For Kai Oistamo Mgmt For For 14. Resolution on the remuneration of the Mgmt For For Auditor 15. Election of Auditor for the financial year Mgmt For For 2023 16. Authorization to the Board of Directors to Mgmt For For resolve to repurchase the Company's own shares 17. Authorization to the Board of Directors to Mgmt For For resolve to issue shares and special rights entitling to shares 8A. In conflict with the Board proposal 8., I Mgmt Abstain For demand minority dividend to be paid pursuant with the Finnish Companies Act 624/2006. -------------------------------------------------------------------------------------------------------------------------- NORTHROP GRUMMAN CORPORATION Agenda Number: 935592495 -------------------------------------------------------------------------------------------------------------------------- Security: 666807102 Meeting Type: Annual Meeting Date: 18-May-2022 Ticker: NOC ISIN: US6668071029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Kathy J. Warden Mgmt For For 1B. Election of Director: David P. Abney Mgmt For For 1C. Election of Director: Marianne C. Brown Mgmt For For 1D. Election of Director: Donald E. Felsinger Mgmt For For 1E. Election of Director: Ann M. Fudge Mgmt For For 1F. Election of Director: William H. Hernandez Mgmt For For 1G. Election of Director: Madeleine A. Kleiner Mgmt For For 1H. Election of Director: Karl J. Krapek Mgmt For For 1I. Election of Director: Graham N. Robinson Mgmt For For 1J. Election of Director: Gary Roughead Mgmt For For 1K. Election of Director: Thomas M. Schoewe Mgmt For For 1L. Election of Director: James S. Turley Mgmt For For 1M. Election of Director: Mark A. Welsh III Mgmt For For 2. Proposal to approve, on an advisory basis, Mgmt For For the compensation of the Company's Named Executive Officers. 3. Proposal to ratify the appointment of Mgmt For For Deloitte & Touche LLP as the Company's Independent Auditor for fiscal year ending December 31, 2022. 4. Shareholder proposal to change the Shr For Against ownership threshold for shareholders to call a special meeting. -------------------------------------------------------------------------------------------------------------------------- NTT DATA CORPORATION Agenda Number: 715704955 -------------------------------------------------------------------------------------------------------------------------- Security: J59031104 Meeting Type: AGM Meeting Date: 16-Jun-2022 Ticker: ISIN: JP3165700000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Approve Appropriation of Surplus Mgmt For For 2 Approve Absorption-Type Company Split Mgmt For For Agreement 3 Amend Articles to: Approve Minor Revisions Mgmt For For Related to Change of Laws and Regulations, Establish the Articles Related to Shareholders Meeting Held without Specifying a Venue 4.1 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Homma, Yo 4.2 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Yamaguchi, Shigeki 4.3 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Fujiwara, Toshi 4.4 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Nishihata, Kazuhiro 4.5 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Hirano, Eiji 4.6 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Fujii, Mariko 4.7 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Patrizio Mapelli 4.8 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Ike, Fumihiko 4.9 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Ishiguro, Shigenao 5.1 Appoint a Director who is Audit and Mgmt For For Supervisory Committee Member Sakurada, Katsura 5.2 Appoint a Director who is Audit and Mgmt Against Against Supervisory Committee Member Okada, Akihiko 5.3 Appoint a Director who is Audit and Mgmt For For Supervisory Committee Member Hoshi, Tomoko 5.4 Appoint a Director who is Audit and Mgmt For For Supervisory Committee Member Inamasu, Mitsuko 6 Approve Details of the Compensation to be Mgmt For For received by Directors (Excluding Directors who are Audit and Supervisory Committee Members) -------------------------------------------------------------------------------------------------------------------------- NVIDIA CORPORATION Agenda Number: 935618299 -------------------------------------------------------------------------------------------------------------------------- Security: 67066G104 Meeting Type: Annual Meeting Date: 02-Jun-2022 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. Advisory approval of our executive Mgmt For For compensation. 3. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2023. 4. Approval of an amendment to our charter to Mgmt For For increase the number of authorized shares of common stock from 4 billion to 8 billion shares. 5. Approval of an amendment and restatement of Mgmt For For our Amended and Restated 2007 Equity Incentive Plan. -------------------------------------------------------------------------------------------------------------------------- NXP SEMICONDUCTORS NV. Agenda Number: 935648545 -------------------------------------------------------------------------------------------------------------------------- Security: N6596X109 Meeting Type: Annual Meeting Date: 01-Jun-2022 Ticker: NXPI ISIN: NL0009538784 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Adoption of the 2021 Statutory Annual Mgmt For For Accounts 2. Discharge of the members of the Board for Mgmt For For their responsibilities in the financial year ended December 31, 2021 3a. Re-appoint Kurt Sievers as executive Mgmt For For director 3b. Re-appoint Sir Peter Bonfield as Mgmt For For non-executive director 3c. Re-appoint Annette Clayton as non-executive Mgmt For For director 3d. Re-appoint Anthony Foxx as non-executive Mgmt For For director 3e. Appoint Chunyuan Gu as non-executive Mgmt For For director 3f. Re-appoint Lena Olving as non-executive Mgmt For For director 3g. Re-appoint Julie Southern as non-executive Mgmt For For director 3h. Re-appoint Jasmin Staiblin as non-executive Mgmt For For director 3i. Re-appoint Gregory Summe as non-executive Mgmt For For director 3j. Re-appoint Karl-Henrik Sundstrom as Mgmt For For non-executive director 4. Authorization of the Board to issue Mgmt For For ordinary shares of the Company and grant rights to acquire ordinary shares 5. Authorization of the Board to restrict or Mgmt For For exclude pre-emption rights accruing in connection with an issue of shares or grant of rights 6. Authorization of the Board to repurchase Mgmt For For ordinary shares 7. Authorization of the Board to cancel Mgmt For For ordinary shares held or to be acquired by the Company 8. Non-binding, advisory approval of the Named Mgmt For For Executive Officers' compensation -------------------------------------------------------------------------------------------------------------------------- ON SEMICONDUCTOR CORPORATION Agenda Number: 935589018 -------------------------------------------------------------------------------------------------------------------------- Security: 682189105 Meeting Type: Annual Meeting Date: 26-May-2022 Ticker: ON ISIN: US6821891057 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director for a one-year term Mgmt For For expiring at 2023 Annual Meeting: Atsushi Abe 1B. Election of Director for a one-year term Mgmt For For expiring at 2023 Annual Meeting: Alan Campbell 1C. Election of Director for a one-year term Mgmt For For expiring at 2023 Annual Meeting: Susan K. Carter 1D. Election of Director for a one-year term Mgmt For For expiring at 2023 Annual Meeting: Thomas L. Deitrich 1E. Election of Director for a one-year term Mgmt For For expiring at 2023 Annual Meeting: Gilles Delfassy 1F. Election of Director for a one-year term Mgmt For For expiring at 2023 Annual Meeting: Hassane El-Khoury 1G. Election of Director for a one-year term Mgmt For For expiring at 2023 Annual Meeting: Bruce E. Kiddoo 1H. Election of Director for a one-year term Mgmt For For expiring at 2023 Annual Meeting: Paul A. Mascarenas 1I. Election of Director for a one-year term Mgmt For For expiring at 2023 Annual Meeting: Gregory L. Waters 1J. Election of Director for a one-year term Mgmt For For expiring at 2023 Annual Meeting: Christine Y. Yan 2. Advisory (non-binding) resolution to Mgmt For For approve the compensation of our named executive officers. 3. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- ONTO INNOVATION INC. Agenda Number: 935575502 -------------------------------------------------------------------------------------------------------------------------- Security: 683344105 Meeting Type: Annual Meeting Date: 10-May-2022 Ticker: ONTO ISIN: US6833441057 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Christopher A. Seams Mgmt For For 1.2 Election of Director: Leo Berlinghieri 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: Karen M. Rogge Mgmt For For 1.6 Election of Director: May Su 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 December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- ORANGE Agenda Number: 935614556 -------------------------------------------------------------------------------------------------------------------------- Security: 684060106 Meeting Type: Annual Meeting Date: 19-May-2022 Ticker: ORAN ISIN: US6840601065 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1 Approval of the statutory financial Mgmt For For statements for the fiscal year ended December 31, 2021 O2 Approval of the consolidated financial Mgmt For For statements for the fiscal year ended December 31, 2021 O3 Allocation of income for the fiscal year Mgmt For For ended December 31, 2021, as stated in the statutory financial statements O4 Agreements provided for in Articles L. Mgmt For For 225-38 et seq. of the French Commercial Code O5 Appointment of Mr. Jacques Aschenbroich as Mgmt Against Against a Director O6 Appointment of a Ms. Valerie Beaulieu-James Mgmt For For as a Director O7 Setting the amount of the overall annual Mgmt For For compensation for Directors O8 Approval of the information mentioned in Mgmt For For Article L. 22-10-9 I. of the French Commercial Code, pursuant to I of Article L. 22- 10-34 of the French Commercial Code O9 Approval of the components of compensation Mgmt For For paid during the fiscal year ended December 31, 2021 or allocated in respect of ...(due to space limits, see proxy material for full proposal). O10 Approval of the components of compensation Mgmt For For paid during the fiscal year ended December 31, 2021 or allocated in respect of ...(due to space limits, see proxy material for full proposal). O11 Approval of the components of compensation Mgmt For For paid during the fiscal year ended December 31, 2021 or allocated in respect of the same fiscal year to Mr. Gervais Pellissier, Delegate Chief ...(due to space limits, see proxy material for full proposal). O12 Approval of the 2022 compensation policy Mgmt Against Against for the Chairman and Chief Executive Officer, the Chief Executive Officer, and the Delegate Chief Executive Officer(s), pursuant to Article L. 22- 10-8 of the French Commercial Code O13 Approval of the 2022 compensation policy Mgmt For For for the separated Chairman of the Board of Directors, pursuant to Article L. 22- 10-8 of the French Commercial Code O14 Approval of the compensation policy for Mgmt For For Directors, pursuant to Article L. 22-10-8 of the French Commercial Code O15 Authorization to be granted to the Board of Mgmt For For Directors to purchase or transfer Company shares E16 Amendments of the Bylaws : amendment of Mgmt For For Articles 2, 13, 15 and 16 of the Bylaws E17 Amendment to the Bylaws regarding the age Mgmt For For limit for the Chairperson of the Board of Directors E18 Authorization granted to the Board of Mgmt For For Directors to allocate free shares of the Company to Corporate Officers and certain Orange group employees and involving the waiver of shareholders' preferential subscription rights E19 Delegation of authority to the Board of Mgmt For For Directors to issue shares or complex securities reserved for members of savings plans and involving the waiver of shareholders' preferential subscription rights E20 Authorization to the Board of Directors to Mgmt For For reduce the capital through the cancellation of shares E21 Powers for formalities Mgmt For For A Amendment to the eighteenth resolution - Mgmt Against For Authorization granted to the Board of Directors either to allocate free Company shares ...(due to space limits, see proxy material for full proposal). B Amendment to Article 13 of the Bylaws on Mgmt Against For plurality of mandates -------------------------------------------------------------------------------------------------------------------------- PERFICIENT, INC. Agenda Number: 935593663 -------------------------------------------------------------------------------------------------------------------------- Security: 71375U101 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: PRFT ISIN: US71375U1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Romil Bahl Mgmt For For 1B. Election of Director: Jeffrey S. Davis Mgmt For For 1C. Election of Director: Ralph C. Derrickson Mgmt For For 1D. Election of Director: David S. Lundeen Mgmt For For 1E. Election of Director: Brian L. Matthews Mgmt For For 1F. Election of Director: Nancy C. Pechloff Mgmt For For 1G. Election of Director: Gary M. Wimberly Mgmt For For 2. Proposal to approve, on an advisory basis, Mgmt For For a resolution relating to the 2021 compensation of the named executive officers. 3. Proposal to ratify KPMG LLP as Perficient, Mgmt For For Inc.'s independent registered public accounting firm for the 2022 fiscal year. -------------------------------------------------------------------------------------------------------------------------- QUALCOMM INCORPORATED Agenda Number: 935543567 -------------------------------------------------------------------------------------------------------------------------- Security: 747525103 Meeting Type: Annual Meeting Date: 09-Mar-2022 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: Cristiano R. Amon Mgmt For For 1C. Election of Director: Mark Fields Mgmt For For 1D. Election of Director: Jeffrey W. Henderson Mgmt For For 1E. Election of Director: Gregory N. Johnson Mgmt For For 1F. Election of Director: Ann M. Livermore 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: Irene B. Rosenfeld Mgmt For For 1J. Election of Director: Kornelis (Neil) Smit Mgmt For For 1K. Election of Director: Jean-Pascal Tricoire Mgmt For For 1L. Election of Director: Anthony J. Mgmt For For Vinciquerra 2. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 25, 2022. 3. Advisory vote to approve the compensation Mgmt For For of our Named Executive Officers. -------------------------------------------------------------------------------------------------------------------------- RAYTHEON TECHNOLOGIES Agenda Number: 935559673 -------------------------------------------------------------------------------------------------------------------------- Security: 75513E101 Meeting Type: Annual Meeting Date: 25-Apr-2022 Ticker: RTX ISIN: US75513E1010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Tracy A. Atkinson Mgmt For For 1B. Election of Director: Bernard A.Harris,Jr. Mgmt For For 1C. Election of Director: Gregory J. Hayes Mgmt For For 1D. Election of Director: George R. Oliver Mgmt For For 1E. Election of Director: Robert K. (Kelly) Mgmt For For Ortberg 1F. Election of Director: Margaret L. Mgmt For For O'Sullivan 1G. Election of Director: Dinesh C. Paliwal Mgmt For For 1H. Election of Director: Ellen M. Pawlikowski Mgmt For For 1I. Election of Director: Denise L. Ramos Mgmt For For 1J. Election of Director: Fredric G. Reynolds Mgmt For For 1K. Election of Director: Brian C. Rogers Mgmt For For 1L. Election of Director: James A. Winnefeld, Mgmt For For Jr. 1M. Election of Director: Robert O. Work Mgmt For For 2. Advisory Vote to Approve Executive Mgmt For For Compensation 3. Appoint PricewaterhouseCoopers LLP to Serve Mgmt For For as Independent Auditor for 2022 4. Approve an Amendment to the Restated Mgmt For For Certificate of Incorporation to Reduce the Voting Threshold Required to Repeal Article Ninth -------------------------------------------------------------------------------------------------------------------------- RENESAS ELECTRONICS CORPORATION Agenda Number: 715239453 -------------------------------------------------------------------------------------------------------------------------- Security: J4881V107 Meeting Type: AGM Meeting Date: 30-Mar-2022 Ticker: ISIN: JP3164720009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Amend Articles to: Establish the Articles Mgmt Against Against Related to Shareholders Meeting held without specifying a venue 2 Amend Articles to: Approve Minor Revisions Mgmt For For Related to Change of Laws and Regulations 3.1 Appoint a Director Shibata, Hidetoshi Mgmt For For 3.2 Appoint a Director Iwasaki, Jiro Mgmt For For 3.3 Appoint a Director Selena Loh Lacroix Mgmt For For 3.4 Appoint a Director Arunjai Mittal Mgmt For For 3.5 Appoint a Director Yamamoto, Noboru Mgmt For For 4.1 Appoint a Corporate Auditor Yamazaki, Mgmt For For Kazuyoshi 4.2 Appoint a Corporate Auditor Miyama, Miya Mgmt For For -------------------------------------------------------------------------------------------------------------------------- REPLY SPA Agenda Number: 715289167 -------------------------------------------------------------------------------------------------------------------------- Security: T60326112 Meeting Type: AGM Meeting Date: 22-Apr-2022 Ticker: ISIN: IT0005282865 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED. CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED. CMMT 24 MAR 2022: PLEASE NOTE IN THE EVENT THE Non-Voting MEETING DOES NOT REACH QUORUM, THERE WILL BE A SECOND CALL ON 26 APR 2022. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU O.1.a TO APPROVE THE BALANCE SHEET AS OF 31 Mgmt For For DECEMBER 2021, BOARD OF DIRECTORS' REPORT ON MANAGEMENT AND INTERNAL AND EXTERNAL AUDITORS' REPORTS, TO PRESENT THE CONSOLIDATED BALANCE SHEET O.1.b TO APPROVE THE NET INCOME ALLOCATION, THE Mgmt For For COUPON PAYMENT TO THE SHAREHOLDERS AND THE EMOLUMENT IN THE FORM OF DISTRIBUTED EARNINGS TO THE DIRECTORS WITH SPECIFIC MANDATES ACCORDING TO THE ART. 22 FROM THE BY-LAWS; RESOLUTION RELATED THERETO O.2 RESOLUTIONS CONCERNING THE PURCHASE AND Mgmt Against Against DISPOSAL OF OWN SHARES AS PER ARTICLES 2357 AND 2357-TER OF THE ITALIAN CIVIL CODE AND ART. 132 OF THE LEGISLATIVE DECREE NO. 58/1998 AND IN COMPLIANCE WITH ART. 114-BIS OF CONSOB NO. 11971, UPON REVOKE OF THE RESOLUTION ADOPTED BY THE MEETING OF 26 APRIL 2021, AS NOT USED O.3 REPORT ON THE REMUNERATION POLICY AND Mgmt Against Against REMUNERATION PAID. RESOLUTIONS ON THE SECOND SECTION, AS PER ART. 123-TER, ITEM 6, OF TUF CMMT 24 MAR 2022: INTERMEDIARY CLIENTS ONLY - Non-Voting PLEASE NOTE THAT IF YOU ARE CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE CMMT 24 MAR 2022: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO ADDITION OF COMMENT, MODIFICATION OF COMMENT AND CHANGE IN NUMBERING 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 -------------------------------------------------------------------------------------------------------------------------- SPLUNK INC. Agenda Number: 935638316 -------------------------------------------------------------------------------------------------------------------------- Security: 848637104 Meeting Type: Annual Meeting Date: 16-Jun-2022 Ticker: SPLK ISIN: US8486371045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class I Director: Mark Carges Mgmt For For 1b. Election of Class I Director: Kenneth Hao Mgmt For For 1c. Election of Class I Director: Elisa Steele Mgmt For For 2. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2023. 3. To approve, on an advisory basis, the Mgmt Against Against compensation of our named executive officers, as described in the proxy statement. 4. To approve the Splunk Inc. 2022 Equity Mgmt Against Against Incentive Plan and the reservation of shares thereunder. -------------------------------------------------------------------------------------------------------------------------- STMICROELECTRONICS N.V. Agenda Number: 935642478 -------------------------------------------------------------------------------------------------------------------------- Security: 861012102 Meeting Type: Annual Meeting Date: 25-May-2022 Ticker: STM ISIN: US8610121027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 3. Remuneration Report (advisory vote) Mgmt For For 4. Adoption of the Company's annual accounts Mgmt For For for its 2021 financial year (voting item) 5. Adoption of a dividend (voting item) Mgmt For For 6. Discharge of the sole member of the Mgmt For For Managing Board (voting item) 7. Discharge of the members of the Supervisory Mgmt For For Board (voting item) 8. Approval of the stock-based portion of the Mgmt For For compensation of the President and CEO (voting item) 9. Re-appointment of Ms. Janet Davidson as Mgmt For For member of the Supervisory Board (voting item) 10. Appointment of Ms. Donatella Sciuto as Mgmt For For member of the Supervisory Board (voting item) 11. Authorization to the Managing Board, until Mgmt For For the conclusion of the 2023 AGM, to repurchase shares, subject to the approval of the Supervisory Board (voting item) 12. Delegation to the Supervisory Board of the Mgmt For For authority to issue new common shares, to grant rights to subscribe for such shares, and to limit and/or exclude existing shareholders' preemptive rights on common shares, until the conclusion of the 2023 AGM (voting item) -------------------------------------------------------------------------------------------------------------------------- SYNAPTICS INCORPORATED Agenda Number: 935493394 -------------------------------------------------------------------------------------------------------------------------- Security: 87157D109 Meeting Type: Annual Meeting Date: 26-Oct-2021 Ticker: SYNA ISIN: US87157D1090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Jeffrey Buchanan Mgmt For For 1B. Election of Director: Keith Geeslin Mgmt For For 1C. Election of Director: James Whims Mgmt For For 2. Proposal to approve, on a non-binding Mgmt For For advisory basis, the compensation of the Company's Named Executive Officers. 3. Proposal to ratify the appointment of KPMG Mgmt For For LLP, an independent registered public accounting firm, as the Company's independent auditor for the fiscal year ending June 25, 2022. 4. Proposal to approve the Company's amended Mgmt Against Against and restated 2019 Equity and Incentive Compensation Plan. -------------------------------------------------------------------------------------------------------------------------- SYNOPSYS, INC. Agenda Number: 935552845 -------------------------------------------------------------------------------------------------------------------------- Security: 871607107 Meeting Type: Annual Meeting Date: 12-Apr-2022 Ticker: SNPS ISIN: US8716071076 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Aart J. de Geus Mgmt For For 1B. Election of Director: Janice D. Chaffin Mgmt For For 1C. Election of Director: Bruce R. Chizen Mgmt For For 1D. Election of Director: Mercedes Johnson Mgmt For For 1E. Election of Director: Chrysostomos L. "Max" Mgmt For For Nikias 1F. Election of Director: Jeannine P. Sargent Mgmt For For 1G. Election of Director: John G. Schwarz Mgmt For For 1H. Election of Director: Roy Vallee Mgmt For For 2. To approve our 2006 Employee Equity Mgmt For For Incentive Plan, as amended, in order to, among other items, increase the number of shares available for issuance under the plan by 3,000,000 shares. 3. To approve our Employee Stock Purchase Mgmt For For Plan, as amended, in order to, among other items, increase the number of shares available for issuance under the plan by 2,000,000 shares. 4. To approve, on an advisory basis, the Mgmt For For compensation of our named executive officers, as disclosed in the Proxy Statement. 5. To ratify the selection of KPMG LLP as our Mgmt For For independent registered public accounting firm for the fiscal year ending October 29, 2022. 6. To vote on a stockholder proposal that Shr For Against permits stockholder action by written consent, if properly presented at the meeting. -------------------------------------------------------------------------------------------------------------------------- TAIWAN SEMICONDUCTOR MFG. CO. LTD. Agenda Number: 935648672 -------------------------------------------------------------------------------------------------------------------------- Security: 874039100 Meeting Type: Annual Meeting Date: 08-Jun-2022 Ticker: TSM ISIN: US8740391003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1) To accept 2021 Business Report and Mgmt For For Financial Statements 2) To revise the Articles of Incorporation Mgmt For For 3) To revise the Procedures for Acquisition or Mgmt For For Disposal of Assets 4) To approve the issuance of employee Mgmt For For restricted stock awards for year 2022 -------------------------------------------------------------------------------------------------------------------------- TERADATA CORPORATION Agenda Number: 935572657 -------------------------------------------------------------------------------------------------------------------------- Security: 88076W103 Meeting Type: Annual Meeting Date: 10-May-2022 Ticker: TDC ISIN: US88076W1036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Class III Director: Cary T. Fu Mgmt For For 1B. Election of Class III Director: Michael P. Mgmt For For Gianoni 1C. Election of Class III Director: Joanne B. Mgmt For For Olsen 2. An advisory (non-binding) vote to approve Mgmt For For executive compensation. 3. Approval of Amendment No. 1 to the Teradata Mgmt For For 2012 Stock Incentive Plan. 4. Approval of the ratification of the Mgmt For For appointment of the independent registered public accounting firm for 2022. -------------------------------------------------------------------------------------------------------------------------- TERADYNE, INC. Agenda Number: 935578798 -------------------------------------------------------------------------------------------------------------------------- Security: 880770102 Meeting Type: Annual Meeting Date: 13-May-2022 Ticker: TER ISIN: US8807701029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director for a one-year term: Mgmt For For Edwin J. Gillis 1B. Election of Director for a one-year term: Mgmt For For Timothy E. Guertin 1C. Election of Director for a one-year term: Mgmt For For Peter Herweck 1D. Election of Director for a one-year term: Mgmt For For Mark E. Jagiela 1E. Election of Director for a one-year term: Mgmt For For Mercedes Johnson 1F. Election of Director for a one-year term: Mgmt For For Marilyn Matz 1G. Election of Director for a one-year term: Mgmt For For Ford Tamer 1H. Election of Director for a one-year term: Mgmt For For Paul J. Tufano 2. To approve, in a non-binding, advisory Mgmt For For vote, the compensation of the Company's named executive officers. 3. To ratify the selection of the firm of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. -------------------------------------------------------------------------------------------------------------------------- TEXAS INSTRUMENTS INCORPORATED Agenda Number: 935560842 -------------------------------------------------------------------------------------------------------------------------- Security: 882508104 Meeting Type: Annual Meeting Date: 28-Apr-2022 Ticker: TXN ISIN: US8825081040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Mark A. Blinn Mgmt For For 1B. Election of Director: Todd M. Bluedorn Mgmt For For 1C. Election of Director: Janet F. Clark Mgmt For For 1D. Election of Director: Carrie S. Cox Mgmt For For 1E. Election of Director: Martin S. Craighead Mgmt For For 1F. Election of Director: Jean M. Hobby Mgmt For For 1G. Election of Director: Michael D. Hsu Mgmt For For 1H. Election of Director: Haviv Ilan Mgmt For For 1I. Election of Director: Ronald Kirk Mgmt For For 1J. Election of Director: Pamela H. Patsley Mgmt For For 1K. Election of Director: Robert E. Sanchez Mgmt For For 1L. Election of Director: Richard K. Templeton Mgmt For For 2. Board proposal regarding advisory approval Mgmt For For of the Company's executive compensation. 3. Board proposal to ratify the appointment of Mgmt For For Ernst & Young LLP as the Company's independent registered public accounting firm for 2022. 4. Stockholder proposal to permit a combined Shr For Against 10% of stockholders to call a special meeting. -------------------------------------------------------------------------------------------------------------------------- TOSHIBA CORPORATION Agenda Number: 715225896 -------------------------------------------------------------------------------------------------------------------------- Security: J89752117 Meeting Type: EGM Meeting Date: 24-Mar-2022 Ticker: ISIN: JP3592200004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Approve Confirmation of Shareholders' Views Mgmt Against Against on Proceeding with the Examination of Strategic Reorganization 2 Shareholder Proposal: Amend Articles of Shr Abstain Against Incorporation 3 Shareholder Proposal: Approve Shr Against For Re-examination of Strategy adopted by the Strategic Committee and the Board of Directors -------------------------------------------------------------------------------------------------------------------------- TOSHIBA CORPORATION Agenda Number: 715795778 -------------------------------------------------------------------------------------------------------------------------- Security: J89752117 Meeting Type: AGM Meeting Date: 28-Jun-2022 Ticker: ISIN: JP3592200004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Amend Articles to: Approve Minor Revisions Mgmt For For Related to Change of Laws and Regulations 2.1 Appoint a Director Paul J. Brough Mgmt For For 2.2 Appoint a Director Ayako Hirota Weissman Mgmt For For 2.3 Appoint a Director Jerome Thomas Black Mgmt For For 2.4 Appoint a Director George Raymond Zage III Mgmt For For 2.5 Appoint a Director Watahiki, Mariko Mgmt For For 2.6 Appoint a Director Hashimoto, Katsunori Mgmt For For 2.7 Appoint a Director Shimada, Taro Mgmt For For 2.8 Appoint a Director Yanase, Goro Mgmt For For 2.9 Appoint a Director Mochizuki, Mikio Mgmt For For 2.10 Appoint a Director Watanabe, Akihiro Mgmt For For 2.11 Appoint a Director Uzawa, Ayumi Mgmt For For 2.12 Appoint a Director Imai, Eijiro Mgmt For For 2.13 Appoint a Director Nabeel Bhanji Mgmt For For -------------------------------------------------------------------------------------------------------------------------- TOWER SEMICONDUCTOR LTD. Agenda Number: 935473001 -------------------------------------------------------------------------------------------------------------------------- Security: M87915274 Meeting Type: Annual Meeting Date: 12-Aug-2021 Ticker: TSEM ISIN: IL0010823792 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Amir Elstein Mgmt No vote 1B. Election of Director: Russell Ellwanger Mgmt No vote 1C. Election of Director: Kalman Kaufman Mgmt No vote 1D. Election of Director: Dana Gross Mgmt No vote 1E. Election of Director: Ilan Flato Mgmt No vote 1F. Election of Director: Yoav Chelouche Mgmt No vote 1G. Election of Director: Iris Avner Mgmt No vote 1H. Election of Director: Michal Vakrat Wolkin Mgmt No vote 1I. Election of Director: Avi Hasson Mgmt No vote 2. TO APPOINT Mr. Amir Elstein as the Chairman Mgmt No vote 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, subject to approval of his election as a director under Proposal 1. 3. TO APPROVE the amendment to the Company's Mgmt No vote Compensation Policy for Executive Officers and Directors, as described in Proposal 3 to the Proxy Statement and set forth on Exhibit A attached to the Proxy Statement. 3A. Please confirm you are a controlling Mgmt No vote shareholder/have a personal interest. If you do not vote For = YES or Against = NO, your vote will not count for Prop 3. 4. TO APPROVE the increase in the annual base Mgmt No vote salary of Mr. Russell Ellwanger, the Company's chief executive officer, as described in Proposal 4 of the Proxy Statement. 4A. Please confirm you are a controlling Mgmt No vote shareholder/have a personal interest. If you do not vote For = YES or Against = NO, your vote will not count for Prop 4. 5. TO APPROVE the award of equity-based Mgmt No vote compensation to Mr. Russell Ellwanger, the Company's chief executive officer, as described in Proposal 5 of the Proxy Statement. 5A. Please confirm you are a controlling Mgmt No vote shareholder/have a personal interest. If you do not vote For = YES or Against = NO, your vote will not count for Prop 5. 6. TO APPROVE the equity grant to each of the Mgmt No vote 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 election as directors under Proposal 1. 7. TO APPROVE the appointment of Brightman Mgmt No vote Almagor Zohar & Co, Certified Public Accountants, a firm in the Deloitte Global Network, as the independent registered public accountants of the Company for the year ending December 31, 2021 and for the period commencing January 1, 2022 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 firm in accordance with the volume and nature of its services. -------------------------------------------------------------------------------------------------------------------------- TOWER SEMICONDUCTOR LTD. Agenda Number: 935573243 -------------------------------------------------------------------------------------------------------------------------- Security: M87915274 Meeting Type: Special Meeting Date: 25-Apr-2022 Ticker: TSEM ISIN: IL0010823792 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. The Merger Proposal: To approve the Mgmt No vote acquisition of the Company by Intel FS Inc., a Delaware corporation ("Parent"), including the approval of: (a) the Agreement and Plan of Merger, (as it may be amended from time to time, the "Merger Agreement"), dated February 15, 2022, by and among Parent, Steel Titanium 2022 Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Parent ("Merger Sub"), Intel Corporation, a Delaware corporation ("Intel") and the Company, ...(due to space limits, see proxy material for full proposal). 1A. Please confirm that you ARE NOT a "Parent Mgmt No vote Affiliate" by checking the "YES" box. If you cannot confirm that you are not a Parent Affiliate, check the "NO" box. As described in the proxy statement, a "Parent Affiliate" generally means that you are (a) Parent, Merger Sub or any person or entity holding, directly or indirectly, 25% or more of the voting power or the right to appoint 25% or more of the directors of Parent or Merger Sub, ...(due to space limits, see proxy material for full proposal). Mark "for" = yes or "against" = no. 2. The Adjournment Proposal: To approve the Mgmt No vote adjournment of the extraordinary general meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the extraordinary general meeting. -------------------------------------------------------------------------------------------------------------------------- WIPRO LIMITED Agenda Number: 935468872 -------------------------------------------------------------------------------------------------------------------------- Security: 97651M109 Meeting Type: Annual Meeting Date: 14-Jul-2021 Ticker: WIT ISIN: US97651M1099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1. To receive, consider and adopt the Audited Mgmt For For Financial Statements of the Company (including consolidated financial statements) for the financial year ended March 31, 2021, together with the Reports of the Board of Directors and Auditors thereon. O2. To confirm the payment of Interim Dividend Mgmt For For of INR 1 per equity share already paid during the year as the Final Dividend for the Financial Year 2020-21. O3. To consider appointment of a Director in Mgmt For For place of Mr. Thierry Delaporte (DIN: 08107242) who retires by rotation and being eligible, offers himself for re-appointment. S4. Appointment of Ms. Tulsi Naidu (DIN: Mgmt For For 03017471) as an Independent Director of the Company. S5. Revision in the terms of remuneration of Mgmt For For Mr. Rishad A. Premji (DIN: 02983899) as Whole Time Director (designated as "Executive Chairman") of the Company. -------------------------------------------------------------------------------------------------------------------------- XILINX, INC. Agenda Number: 935463860 -------------------------------------------------------------------------------------------------------------------------- Security: 983919101 Meeting Type: Annual Meeting Date: 04-Aug-2021 Ticker: XLNX ISIN: US9839191015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Dennis Segers Mgmt For For 1.2 Election of Director: Raman K. Chitkara Mgmt For For 1.3 Election of Director: Saar Gillai Mgmt For For 1.4 Election of Director: Ronald S. Jankov Mgmt For For 1.5 Election of Director: Mary Louise Krakauer Mgmt For For 1.6 Election of Director: Thomas H. Lee Mgmt For For 1.7 Election of Director: Jon A. Olson Mgmt For For 1.8 Election of Director: Victor Peng Mgmt For For 1.9 Election of Director: Elizabeth W. Mgmt For For Vanderslice 2. Proposal to approve, on an advisory basis, Mgmt For For the compensation of the Company's named executive officers. 3. Proposal to ratify the appointment of Ernst Mgmt For For & Young LLP as the Company's independent registered accounting firm for fiscal 2022. * 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) ETF Series Solutions By (Signature) /s/ Kristina R Nelson Name Kristina R Nelson Title President Date 8/30/2022