0000894189-23-006335.txt : 20230828 0000894189-23-006335.hdr.sgml : 20230828 20230828105642 ACCESSION NUMBER: 0000894189-23-006335 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230630 FILED AS OF DATE: 20230828 DATE AS OF CHANGE: 20230828 EFFECTIVENESS DATE: 20230828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRUST FOR PROFESSIONAL MANAGERS CENTRAL INDEX KEY: 0001141819 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-10401 FILM NUMBER: 231212043 BUSINESS ADDRESS: STREET 1: U.S. BANCORP FUND SERVICES LLC STREET 2: 615 EAST MICHIGAN ST 2ND FLOOR CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4147655067 MAIL ADDRESS: STREET 1: U.S. BANCORP FUND SERVICES LLC STREET 2: 615 EAST MICHIGAN ST 2ND FLOOR CITY: MILWAUKEE STATE: WI ZIP: 53202 FORMER COMPANY: FORMER CONFORMED NAME: ZODIAC TRUST DATE OF NAME CHANGE: 20010601 0001141819 S000043627 Rockefeller Equity Allocation Fund C000135257 Rockefeller Equity Allocation Fund - Institutional Class Shares ROCKX C000135258 Rockefeller Equity Allocation Fund - Advisor Class Shares RACKX 0001141819 S000043628 Rockefeller Core Taxable Bond Fund C000135259 Rockefeller Core Taxable Bond Fund - Institutional Class Shares RCFIX C000135260 Rockefeller Core Taxable Bond Fund - Advisor Class Shares RCFAX 0001141819 S000043629 Rockefeller Intermediate Tax Exempt National Bond Fund C000135261 Rockefeller Intermediate Tax Exempt National Bond Fund - Institutional Class Shares RCTEX C000135262 Rockefeller Intermediate Tax Exempt National Bond Fund - Advisor Class Shares RCTAX 0001141819 S000043630 Rockefeller Intermediate Tax Exempt New York Bond Fund C000135263 Rockefeller Intermediate Tax Exempt New York Bond Fund - Advisor Class Shares RCNEX C000135264 Rockefeller Intermediate Tax Exempt New York Bond Fund - Institutional Class Shares RCNYX 0001141819 S000072137 Rockefeller Climate Solutions Fund C000227922 Rockefeller Climate Solutions Fund - Institutional Class Shares RKCIX C000227923 Rockefeller Climate Solutions Fund - Class A Shares RKCAX N-PX 1 tpm-rockefeller_npx.txt ANNUAL REPORT OF 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: 811-10401 NAME OF REGISTRANT: Trust for Professional Managers ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 615 East Michigan Street Milwaukee, WI 53202 NAME AND ADDRESS OF AGENT FOR SERVICE: Jay Fitton U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, WI 53202 REGISTRANT'S TELEPHONE NUMBER: 513-629-8104 DATE OF FISCAL YEAR END: 11/30 DATE OF REPORTING PERIOD: 07/01/2022 - 06/30/2023 Rockefeller Climate Solutions Fund -------------------------------------------------------------------------------------------------------------------------- A.O. SMITH CORPORATION Agenda Number: 935771267 -------------------------------------------------------------------------------------------------------------------------- Security: 831865209 Meeting Type: Annual Meeting Date: 11-Apr-2023 Ticker: AOS ISIN: US8318652091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Ronald D Brown Mgmt Withheld Against Earl E. Exum Mgmt For For Michael M. Larsen Mgmt For For Idelle K. Wolf Mgmt For For 2. Proposal to approve, by nonbinding advisory Mgmt Against Against vote, the compensation of our named executive officers. 3. Proposal to ratify the appointment of Ernst Mgmt For For & Young LLP as the independent registered public accounting firm of the corporation. 4. Proposal to approve, by nonbinding advisory Mgmt 1 Year For vote, whether the company will conduct future advisory votes on the compensation of our named executive officers every year, two years or three years. 5. Stockholder proposal requesting a Board Shr For Against report assessing inclusion in our workplace, if properly presented at the Annual Meeting. -------------------------------------------------------------------------------------------------------------------------- AIR PRODUCTS AND CHEMICALS, INC. Agenda Number: 935746365 -------------------------------------------------------------------------------------------------------------------------- Security: 009158106 Meeting Type: Annual Meeting Date: 26-Jan-2023 Ticker: APD ISIN: US0091581068 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Tonit M. Calaway Mgmt For For 1b. Election of Director: Charles Cogut Mgmt For For 1c. Election of Director: Lisa A. Davis Mgmt Against Against 1d. Election of Director: Seifollah Ghasemi Mgmt For For 1e. Election of Director: David H.Y. Ho Mgmt For For 1f. Election of Director: Edward L. Monser Mgmt For For 1g. Election of Director: Matthew H. Paull Mgmt For For 1h. Election of Director: Wayne T. Smith Mgmt For For 2. Advisory vote approving the compensation of Mgmt For For the Company's executive officers. 3. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive officer compensation. 4. Ratify the appointment of Deloitte & Touche Mgmt For For LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2023. -------------------------------------------------------------------------------------------------------------------------- AMERICAN WATER WORKS COMPANY, INC. Agenda Number: 935793782 -------------------------------------------------------------------------------------------------------------------------- Security: 030420103 Meeting Type: Annual Meeting Date: 10-May-2023 Ticker: AWK ISIN: US0304201033 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jeffrey N. Edwards Mgmt For For 1b. Election of Director: Martha Clark Goss Mgmt For For 1c. Election of Director: M. Susan Hardwick Mgmt For For 1d. Election of Director: Kimberly J. Harris Mgmt For For 1e. Election of Director: Laurie P. Havanec Mgmt For For 1f. Election of Director: Julia L. Johnson Mgmt For For 1g. Election of Director: Patricia L. Kampling Mgmt For For 1h. Election of Director: Karl F. Kurz Mgmt For For 1i. Election of Director: Michael L. Marberry Mgmt For For 1j. Election of Director: James G. Stavridis Mgmt For For 2. Approval, on an advisory basis, of the Mgmt For For compensation of the Company's named executive officers. 3. Approval, on an advisory basis, of the Mgmt 1 Year For frequency (i.e., every year, every two years or every three years) of the approval, on an advisory basis, of the compensation of the Company's named executive officers. 4. Ratification of the appointment, by the Mgmt For For Audit, Finance and Risk Committee of the Board of Directors, of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2023. 5. Shareholder proposal on Racial Equity Audit Shr For Against as described in the proxy statement. -------------------------------------------------------------------------------------------------------------------------- ANSYS, INC. Agenda Number: 935799621 -------------------------------------------------------------------------------------------------------------------------- Security: 03662Q105 Meeting Type: Annual Meeting Date: 12-May-2023 Ticker: ANSS ISIN: US03662Q1058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class III Director for Mgmt For For Three-Year Terms: Robert M. Calderoni 1b. Election of Class III Director for Mgmt For For Three-Year Terms: Glenda M. Dorchak 1c. Election of Class III Director for Mgmt For For Three-Year Terms: Ajei S. Gopal 2. Ratification of the Selection of Deloitte & Mgmt For For Touche LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2023. 3. Advisory Approval of the Compensation of Mgmt For For Our Named Executive Officers. 4. Advisory Approval of the Frequency of the Mgmt 1 Year For Advisory Approval of the Compensation of Our Named Executive Officers. 5. Approval of the Amendment of Article VI of Mgmt For For the Charter to Declassify the Board. -------------------------------------------------------------------------------------------------------------------------- ARCADIS NV Agenda Number: 716832248 -------------------------------------------------------------------------------------------------------------------------- Security: N0605M147 Meeting Type: AGM Meeting Date: 12-May-2023 Ticker: ISIN: NL0006237562 -------------------------------------------------------------------------------------------------------------------------- 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. OPENING AND NOTIFICATIONS Non-Voting 1.a. OPENING Non-Voting 1.b. NOTIFICATIONS Non-Voting 2. REPORT BY THE SUPERVISORY BOARD ON Non-Voting FINANCIAL YEAR 2022 3. REPORT BY THE EXECUTIVE BOARD ON FINANCIAL Non-Voting YEAR 2022 4. 2022 FINANCIAL STATEMENTS AND DIVIDEND Non-Voting 4.a. ADOPTION OF THE 2022 FINANCIAL STATEMENTS Mgmt For For 4.b. DIVIDEND OVER FINANCIAL YEAR 2022 Mgmt For For 5. DISCHARGE Non-Voting 5.a. DISCHARGE OF THE MEMBERS OF THE EXECUTIVE Mgmt For For BOARD 5.b. DISCHARGE OF THE MEMBERS OF THE SUPERVISORY Mgmt For For BOARD 6. APPOINTMENT OF AUDITOR TO AUDIT THE 2024 Mgmt For For FINANCIAL STATEMENTS 7. REMUNERATION REPORTS EXECUTIVE BOARD AND Non-Voting SUPERVISORY BOARD 2022 7.a. REMUNERATION REPORT EXECUTIVE BOARD (FOR Mgmt For For ADVICE) 7.b. REMUNERATION REPORT SUPERVISORY BOARD (FOR Mgmt For For ADVICE) 8. COMPOSITION OF THE EXECUTIVE BOARD; Mgmt For For APPOINTMENT OF MR. A.G. BROOKES 9. COMPOSITION OF THE SUPERVISORY BOARD Non-Voting 9.a. REAPPOINTMENT OF MR. M.P. LAP Mgmt For For 9.b. APPOINTMENT OF MS. B. DUGANIER Mgmt Against Against 9.c. ANNOUNCEMENT OF VACANCIES ARISING AFTER THE Non-Voting NEXT ANNUAL GENERAL MEETING 10. DELEGATION OF AUTHORITY TO GRANT OR ISSUE Non-Voting (RIGHTS TO ACQUIRE) ARCADIS N.V. SHARES 10.a. DESIGNATION OF THE EXECUTIVE BOARD AS THE Mgmt For For BODY AUTHORIZED TO GRANT OR ISSUE (RIGHTS TO ACQUIRE) ORDINARY SHARES AND/OR CUMULATIVE FINANCING PREFERENCE SHARES 10.b. DESIGNATION OF THE EXECUTIVE BOARD AS THE Mgmt For For BODY AUTHORIZED TO LIMIT OR EXCLUDE PRE-EMPTIVE RIGHTS 11. AUTHORIZATION TO REPURCHASE ARCADIS N.V. Mgmt For For SHARES 12. APPROVAL OF THE 2023 ARCADIS N.V. LONG-TERM Mgmt For For INCENTIVE PLAN 13. ANY OTHER BUSINESS Non-Voting 14. CLOSING Non-Voting -------------------------------------------------------------------------------------------------------------------------- ARRAY TECHNOLOGIES, INC. Agenda Number: 935819637 -------------------------------------------------------------------------------------------------------------------------- Security: 04271T100 Meeting Type: Annual Meeting Date: 23-May-2023 Ticker: ARRY ISIN: US04271T1007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Brad Forth Mgmt Withheld Against Kevin Hostetler Mgmt For For Gerrard Schmid Mgmt For For 2. Ratification of the Company's appointment Mgmt For For of Deloitte & Touche LLP as its independent registered public accounting firm for fiscal year ending December 31, 2023. 3. Advisory vote to approve named executive Mgmt For For officer compensation. 4. Approval of an amendment to the Company's Mgmt For For Certificate of Incorporation to allow exculpation of officers to the extent permitted by Delaware law. -------------------------------------------------------------------------------------------------------------------------- BADGER METER, INC. Agenda Number: 935790457 -------------------------------------------------------------------------------------------------------------------------- Security: 056525108 Meeting Type: Annual Meeting Date: 28-Apr-2023 Ticker: BMI ISIN: US0565251081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Todd A. Adams Mgmt For For 1b. Election of Director: Kenneth C. Bockhorst Mgmt For For 1c. Election of Director: Henry F. Brooks Mgmt For For 1d. Election of Director: Melanie K. Cook Mgmt For For 1e. Election of Director: Xia Liu Mgmt For For 1f. Election of Director: James W. McGill Mgmt For For 1g. Election of Director: Tessa M. Myers Mgmt For For 1h. Election of Director: James F. Stern Mgmt For For 1i. Election of Director: Glen E. Tellock Mgmt Against Against 2. Advisory vote to approve named executive Mgmt For For officer compensation. 3. Advisory vote on the frequency of advisory Mgmt 1 Year For votes to approve named executive officer compensation. 4. To ratify the appointment of Ernst & Young Mgmt For For LLP as independent registered public accountants for 2023. 5. To amend the restated articles of Mgmt For For incorporation to increase the authorized number of shares of common stock from 40,000,000 to 80,000,000. 6. Shareholder Proposal: Board to prepare a Shr For Against report on hiring practices. -------------------------------------------------------------------------------------------------------------------------- BAKKAFROST P/F Agenda Number: 716877216 -------------------------------------------------------------------------------------------------------------------------- Security: K0840B107 Meeting Type: AGM Meeting Date: 28-Apr-2023 Ticker: ISIN: FO0000000179 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ELECTION OF CHAIRMAN OF THE MEETING Mgmt For For 2 BRIEFING FROM THE BOARD OF DIRECTORS ON THE Mgmt For For ACTIVITIES OF THE COMPANY IN THE PREVIOUS FINANCIAL YEAR 3 PRESENTATION OF THE AUDITED ANNUAL ACCOUNTS Mgmt For For FOR APPROVAL 4 DECISION ON HOW TO USE PROFIT OR COVER LOSS Mgmt For For ACCORDING TO THE APPROVED ACCOUNTS AND ANNUAL REPORT 5.1 ELECTION OF BOARD OF DIRECTORS: GUDRID Mgmt For For HOJGAARD IS RE-ELECTED 5.2 ELECTION OF BOARD OF DIRECTORS: ANNIKA Mgmt For For FREDERIKSBERG IS RE-ELECTED 5.3 ELECTION OF BOARD OF DIRECTORS: EINAR Mgmt For For WATHNE IS RE-ELECTED 5.4 ELECTION OF BOARD OF DIRECTORS: OYSTEIN Mgmt For For SANDVIK IS RE-ELECTED 5.5 ELECTION OF BOARD OF DIRECTORS: TEITUR Mgmt For For SAMUELSEN IS RE-ELECTED 6 ELECTION OF CHAIRMAN OF THE BOARD OF Mgmt Against Against DIRECTORS: RUNI M. HANSEN IS RE-ELECTED 7 DECISION WITH REGARD TO REMUNERATION FOR Mgmt For For THE BOARD OF DIRECTORS AND THE ACCOUNTING COMMITTEE 8.1 ELECTION OF MEMBER TO THE ELECTION Mgmt For For COMMITTEE: LEIF ERIKSROD IS RE-ELECTED 8.2 ELECTION OF MEMBER TO THE ELECTION Mgmt For For COMMITTEE: EYOUN RASMUSSEN IS RE-ELECTED 8.3 ELECTION OF CHAIRMAN OF THE ELECTION Mgmt For For COMMITTEE: GUNNAR I LIOA IS RE-ELECTED AS CHAIRMAN 9 DECISION WITH REGARD TO REMUNERATION FOR Mgmt For For THE ELECTION COMMITTEE 10 ELECTION OF AUDITOR: RATIFY P/F JANUAR Mgmt For For 11 RENUMERATION POLICY Mgmt For For 12.1 PROPOSAL FOR AMENDMENTS TO THE ARTICLES OF Mgmt For For ASSOCIATION: PROPOSED AMENDED TO 11 IS APPROVED 12.2 PROPOSAL FOR AMENDMENTS TO THE ARTICLES OF Mgmt Against Against ASSOCIATION: PROPOSED AMENDED TO 4B IS APPROVED -------------------------------------------------------------------------------------------------------------------------- BENTLEY SYSTEMS, INCORPORATED Agenda Number: 935822545 -------------------------------------------------------------------------------------------------------------------------- Security: 08265T208 Meeting Type: Annual Meeting Date: 25-May-2023 Ticker: BSY ISIN: US08265T2087 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Barry J. Bentley Mgmt Withheld Against 1.2 Election of Director: Gregory S. Bentley Mgmt Withheld Against 1.3 Election of Director: Keith A. Bentley Mgmt Withheld Against 1.4 Election of Director: Raymond B. Bentley Mgmt Withheld Against 1.5 Election of Director: Kirk B. Griswold Mgmt Withheld Against 1.6 Election of Director: Janet B. Haugen Mgmt Withheld Against 1.7 Election of Director: Brian F. Hughes Mgmt Withheld Against 2. To approve, on an advisory (non-binding) Mgmt For For basis, the compensation paid to the Company's named executive officers 3. To ratify the appointment of KPMG LLP as Mgmt For For the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 -------------------------------------------------------------------------------------------------------------------------- BROOKFIELD RENEWABLE CORPORATION Agenda Number: 935875293 -------------------------------------------------------------------------------------------------------------------------- Security: 11284V105 Meeting Type: Annual Meeting Date: 27-Jun-2023 Ticker: BEPC ISIN: CA11284V1058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Jeffrey Blidner Mgmt Withheld Against Scott Cutler Mgmt For For Sarah Deasley Mgmt For For Nancy Dorn Mgmt For For E. de Carvalho Filho Mgmt Withheld Against Randy MacEwen Mgmt For For David Mann Mgmt For For Lou Maroun Mgmt For For Stephen Westwell Mgmt For For Patricia Zuccotti Mgmt Withheld Against 2 Appointment of Ernst & Young LLP as Mgmt For For Auditors of the Corporation for the ensuing year and authorizing the Directors to set their remuneration. -------------------------------------------------------------------------------------------------------------------------- BUREAU VERITAS SA Agenda Number: 717225331 -------------------------------------------------------------------------------------------------------------------------- Security: F96888114 Meeting Type: MIX Meeting Date: 22-Jun-2023 Ticker: ISIN: FR0006174348 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting DIRECTLY WITH A FRENCH CUSTODIAN, VOTING INSTRUCTIONS WILL BE FORWARDED TO YOUR GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE GLOBAL CUSTODIAN AS THE REGISTERED INTERMEDIARY WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN FOR LODGMENT CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting VOTING OPTION. FOR ANY ADDITIONAL RESOLUTIONS RAISED AT THE MEETING THE VOTING INSTRUCTION WILL DEFAULT TO 'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING THE PROXY CARD, THE VOTING INSTRUCTION WILL DEFAULT TO THE PREFERENCE OF YOUR CUSTODIAN CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED CMMT FOR SHAREHOLDERS HOLDING SHARES DIRECTLY Non-Voting REGISTERED IN THEIR OWN NAME ON THE COMPANY SHARE REGISTER, YOU SHOULD RECEIVE A PROXY CARD/VOTING FORM DIRECTLY FROM THE ISSUER. PLEASE SUBMIT YOUR VOTE DIRECTLY BACK TO THE ISSUER VIA THE PROXY CARD/VOTING FORM, DO NOT SUBMIT YOUR VOTE VIA BROADRIDGE SYSTEMS/PLATFORMS OR YOUR INSTRUCTIONS MAY BE REJECTED CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://www.journal-officiel.gouv.fr/telech argements/BALO/pdf/2023/0510/202305102301390 .pdf CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting THAT IF YOU ARE CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE 1 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 - APPROVAL OF THE OVERALL AMOUNT OF NON-DEDUCTIBLE EXPENSES AND COSTS 2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 3 ALLOCATION OF INCOME FOR THE FINANCIAL YEAR Mgmt For For ENDED 31 DECEMBER 2022; DISTRIBUTION OF A DIVIDEND 4 THE STATUTORY AUDITORS' SPECIAL REPORT ON Mgmt For For AGREEMENTS REFERRED TO IN ARTICLE L. 225-38 OF THE FRENCH COMMERCIAL CODE 5 RATIFICATION OF THE CO-OPTATION OF MR. Mgmt For For LAURENT MIGNON AS A DIRECTOR, AS A REPLACEMENT FOR MR. ANDRE FRANCOIS-PONCET 6 RENEWAL OF THE TERM OF OFFICE OF MR. Mgmt For For FREDERIC SANCHEZ AS A DIRECTOR 7 APPROVAL OF THE INFORMATION RELATING TO THE Mgmt For For REMUNERATION OF CORPORATE OFFICERS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022, MENTIONED IN SECTION I OF ARTICLE L.22-10-9 OF THE FRENCH COMMERCIAL CODE 8 APPROVAL OF THE FIXED, VARIABLE AND Mgmt For For EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL REMUNERATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR 2022 OR ALLOCATED IN RESPECT OF THE SAME FINANCIAL YEAR TO MR. ALDO CARDOSO, IN HIS CAPACITY AS CHAIRMAN OF THE BOARD OF DIRECTORS 9 APPROVAL OF THE FIXED, VARIABLE AND Mgmt Against Against EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL REMUNERATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR 2022 OR ALLOCATED IN RESPECT OF THE SAME FINANCIAL YEAR TO MR. DIDIER MICHAUD-DANIEL, IN HIS CAPACITY AS CHIEF EXECUTIVE OFFICER 10 APPROVAL OF THE REMUNERATION POLICY FOR Mgmt For For DIRECTORS FOR THE FINANCIAL YEAR 2023 11 APPROVAL OF THE REMUNERATION POLICY FOR THE Mgmt For For CHAIRMAN OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2023 12 APPROVAL OF THE REMUNERATION POLICY FOR THE Mgmt For For CHIEF EXECUTIVE OFFICER FOR THE PERIOD FROM 01 JANUARY 2023 TO 22 JUNE 2023 13 APPROVAL OF THE REMUNERATION POLICY FOR THE Mgmt Against Against CHIEF EXECUTIVE OFFICER FOR THE PERIOD FROM 22 JUNE 2023 TO 31 DECEMBER 2023 14 APPROVAL OF THE FIXED, VARIABLE AND Mgmt For For EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL REMUNERATION AND BENEFITS OF ANY KIND PAID DURING THE FINANCIAL YEAR 2023 OR ALLOCATED IN RESPECT OF THE SAME FINANCIAL YEAR TO MR. DIDIER MICHAUD-DANIEL IN HIS CAPACITY AS CHIEF EXECUTIVE OFFICER, UNTIL THE DATE OF TERMINATION OF HIS DUTIES 15 AUTHORISATION GRANTED TO THE BOARD OF Mgmt For For DIRECTORS TO TRADE IN THE COMPANY'S SHARES 16 OVERALL CEILING FOR CAPITAL INCREASES AND Mgmt For For ISSUES OF TRANSFERABLE SECURITIES REPRESENTING DEBT SECURITIES AND SUB-CEILING FOR CAPITAL INCREASES AND ISSUES OF TRANSFERABLE SECURITIES REPRESENTING DEBT SECURITIES WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT 17 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL WITH RETENTION OF THE SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION RIGHT BY ISSUING (I) COMMON SHARES OF THE COMPANY AND/OR (II) TRANSFERABLE SECURITIES THAT ARE EQUITY SECURITIES GRANTING ACCESS, IMMEDIATELY AND/OR IN THE FUTURE, TO OTHER EQUITY SECURITIES EXISTING OR TO BE ISSUED BY THE COMPANY AND/OR ONE OF ITS SUBSIDIARIES AND/OR (III) TRANSFERABLE SECURITIES REPRESENTING DEBT SECURITIES THAT MAY GRANT ACCESS OR GRANT ACCESS TO EQUITY SECURITIES TO BE ISSUED OF THE COMPANY AND/OR OF ONE OF ITS SUBSIDIARIES 18 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY INCORPORATION OF PREMIUMS, RESERVES, PROFITS OR ANY OTHER SUM WHOSE CAPITALISATION WOULD BE ALLOWED 19 DELEGATION OF POWERS GRANTED TO THE BOARD Mgmt For For OF DIRECTORS TO ISSUE COMMON SHARES OF THE COMPANY AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS, IMMEDIATELY AND/OR IN THE FUTURE, TO THE COMPANY'S CAPITAL, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, WITHIN THE LIMIT OF 10% OF THE SHARE CAPITAL, IN REMUNERATION FOR CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY 20 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For BOARD OF DIRECTORS TO ISSUE COMMON SHARES OF THE COMPANY AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS, IMMEDIATELY AND/OR IN THE FUTURE, TO THE COMPANY'S CAPITAL AS CONSIDERATION FOR CONTRIBUTIONS OF SECURITIES CARRIED OUT IN THE CONTEXT OF A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY 21 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For BOARD OF DIRECTORS TO ISSUE BY PUBLIC OFFERING (OTHER THAN THOSE REFERRED TO IN PARAGRAPH 1 OF ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE) COMMON SHARES OF THE COMPANY AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS, IMMEDIATELY AND/OR IN THE FUTURE, TO THE CAPITAL OF THE COMPANY AND/OR A SUBSIDIARY, WITH CANCELLATION OF THE SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION RIGHT 22 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For BOARD OF DIRECTORS TO ISSUE, BY WAY OF A PUBLIC OFFERING REFERRED TO IN PARAGRAPH 1 OF ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE, ADDRESSED EXCLUSIVELY TO QUALIFIED INVESTORS AND/OR A RESTRICTED CIRCLE OF INVESTORS, COMMON SHARES OF THE COMPANY AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS, IMMEDIATELY AND/OR IN THE FUTURE, TO THE CAPITAL OF THE COMPANY AND/OR ONE OF ITS SUBSIDIARIES, WITH CANCELLATION OF THE SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION RIGHT 23 AUTHORISATION GRANTED TO THE BOARD OF Mgmt For For DIRECTORS, IN THE EVENT OF AN ISSUE WITHOUT THE PRE-EMPTIVE SUBSCRIPTION RIGHT PURSUANT TO THE 21ST AND THE 22ND RESOLUTIONS, TO SET THE ISSUE PRICE IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET BY THE GENERAL MEETING, WITHIN THE LIMIT OF 10% OF THE SHARE CAPITAL PER YEAR 24 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For BOARD OF DIRECTORS TO INCREASE, IN THE EVENT OF OVERSUBSCRIPTION, THE NUMBER OF SECURITIES TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE WITH RETENTION OR CANCELLATION OF THE SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION RIGHT 25 AUTHORISATION GRANTED TO THE BOARD OF Mgmt For For DIRECTORS TO GRANT SHARE SUBSCRIPTION OPTIONS, ENTAILING THE EXPRESS WAIVER BY THE SHAREHOLDERS OF THEIR PRE-EMPTIVE SUBSCRIPTION RIGHT, OR SHARE PURCHASE OPTIONS IN FAVOUR OF EMPLOYEES AND/OR EXECUTIVE CORPORATE OFFICERS OF THE GROUP 26 AUTHORISATION GRANTED TO THE BOARD OF Mgmt For For DIRECTORS TO FREELY ALLOCATE EXISTING COMMON SHARES OR NEW COMMON SHARES OF THE COMPANY FOR THE BENEFIT OF EMPLOYEES AND/OR EXECUTIVE CORPORATE OFFICERS OF THE GROUP, WITH THE WAIVER BY THE SHAREHOLDERS OF THEIR PRE-EMPTIVE SUBSCRIPTION RIGHT 27 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For BOARD OF DIRECTORS TO ISSUE, IN FAVOUR OF MEMBERS OF A COMPANY SAVINGS PLAN, COMMON SHARES OF THE COMPANY AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS, IMMEDIATELY AND/OR IN THE FUTURE, TO THE CAPITAL OF THE COMPANY, WITH CANCELLATION OF THE SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION RIGHT 28 AUTHORISATION GRANTED TO THE BOARD OF Mgmt For For DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELLING ALL OR PART OF THE COMPANY'S SHARES ACQUIRED IN THE CONTEXT OF ANY SHARE BUYBACK PROGRAM 29 POWERS TO CARRY OUT FORMALITIES Mgmt For For CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE AT THIS MEETING, YOU (OR YOUR CREST SPONSORED MEMBER/CUSTODIAN) WILL BE REQUIRED TO INSTRUCT A TRANSFER OF THE RELEVANT CDIS TO THE ESCROW ACCOUNT SPECIFIED IN THE ASSOCIATED CORPORATE EVENT IN THE CREST SYSTEM. THIS TRANSFER WILL NEED TO BE COMPLETED BY THE SPECIFIED CREST SYSTEM DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE CDIS WILL BE BLOCKED IN THE CREST SYSTEM. THE CDIS WILL TYPICALLY BE RELEASED FROM ESCROW AS SOON AS PRACTICABLE ON RECORD DATE +1 DAY (OR ON MEETING DATE +1 DAY IF NO RECORD DATE APPLIES) UNLESS OTHERWISE SPECIFIED, AND ONLY AFTER THE AGENT HAS CONFIRMED AVAILABILITY OF THE POSITION. IN ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED POSITION MUST BE BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN THE CREST SYSTEM. BY VOTING ON THIS MEETING, YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY USE YOUR VOTE INSTRUCTION AS THE AUTHORIZATION TO TAKE THE NECESSARY ACTION WHICH WILL INCLUDE TRANSFERRING YOUR INSTRUCTED POSITION TO ESCROW. PLEASE CONTACT YOUR CREST SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR FURTHER INFORMATION ON THE CUSTODY PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE INSTRUCTIONS FROM YOU CMMT PLEASE NOTE SHARE BLOCKING WILL APPLY FOR Non-Voting ANY VOTED POSITIONS SETTLING THROUGH EUROCLEAR BANK. -------------------------------------------------------------------------------------------------------------------------- COMPAGNIE DE SAINT-GOBAIN SA Agenda Number: 717144416 -------------------------------------------------------------------------------------------------------------------------- Security: F80343100 Meeting Type: MIX Meeting Date: 08-Jun-2023 Ticker: ISIN: FR0000125007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting DIRECTLY WITH A FRENCH CUSTODIAN, VOTING INSTRUCTIONS WILL BE FORWARDED TO YOUR GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE GLOBAL CUSTODIAN AS THE REGISTERED INTERMEDIARY WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN FOR LODGMENT CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting VOTING OPTION. FOR ANY ADDITIONAL RESOLUTIONS RAISED AT THE MEETING THE VOTING INSTRUCTION WILL DEFAULT TO 'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING THE PROXY CARD, THE VOTING INSTRUCTION WILL DEFAULT TO THE PREFERENCE OF YOUR CUSTODIAN CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED CMMT FOR SHAREHOLDERS HOLDING SHARES DIRECTLY Non-Voting REGISTERED IN THEIR OWN NAME ON THE COMPANY SHARE REGISTER, YOU SHOULD RECEIVE A PROXY CARD/VOTING FORM DIRECTLY FROM THE ISSUER. PLEASE SUBMIT YOUR VOTE DIRECTLY BACK TO THE ISSUER VIA THE PROXY CARD/VOTING FORM, DO NOT SUBMIT YOUR VOTE VIA BROADRIDGE SYSTEMS/PLATFORMS OR YOUR INSTRUCTIONS MAY BE REJECTED CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting THAT IF YOU ARE CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://www.journal-officiel.gouv.fr/telech argements/BALO/pdf/2023/0405/202304052300783 .pdf 1 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For STATEMENTS FOR THE FINANCIAL YEAR 2022 2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For STATEMENTS FOR THE FINANCIAL YEAR 2022 3 ALLOCATION OF INCOME AND SETTING OF THE Mgmt For For DIVIDEND 4 RENEWAL OF THE TERM OF OFFICE OF MRS. Mgmt For For DOMINIQUE LEROY AS DIRECTOR 5 APPOINTMENT OF MRS. JANA REVEDIN AS Mgmt For For DIRECTOR 6 APPROVAL OF THE COMPENSATION ELEMENTS PAID Mgmt For For DURING THE FINANCIAL YEAR 2022 OR AWARDED FOR THE SAME FINANCIAL YEAR TO MR. PIERRE-ANDRE DE CHALENDAR, CHAIRMAN OF THE BOARD OF DIRECTORS 7 APPROVAL OF THE COMPENSATION ELEMENTS PAID Mgmt For For DURING THE FINANCIAL YEAR 2022 OR AWARDED FOR THE SAME FINANCIAL TO MR. BENOIT BAZIN, CHIEF EXECUTIVE OFFICER 8 APPROVAL OF THE INFORMATION RELATING TO THE Mgmt For For REMUNERATION OF CORPORATE OFFICERS REFERRED TO IN SECTION I OF ARTICLE L.22-10-9 OF THE FRENCH COMMERCIAL CODE AND INCLUDED IN THE CORPORATE GOVERNANCE REPORT 9 APPROVAL OF THE COMPENSATION POLICY FOR THE Mgmt For For CHAIRMAN OF THE BOARD OF DIRECTORS FOR 2023 10 APPROVAL OF THE REMUNERATION POLICY FOR THE Mgmt For For CHIEF EXECUTIVE OFFICER FOR 2023 11 APPROVAL OF THE DIRECTORS' COMPENSATION Mgmt For For POLICY FOR 2023 12 SETTING THE AMOUNT OF THE TOTAL ANNUAL Mgmt For For REMUNERATION OF DIRECTORS 13 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt For For TRADE IN THE COMPANY'S SHARES 14 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING, WITH RETENTION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, SHARES OF THE COMPANY OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL OF THE COMPANY OR OF SUBSIDIARIES, THROUGH THE ISSUE OF NEW SHARES, FOR A MAXIMUM NOMINAL AMOUNT OF FOUR HUNDRED AND TWELVE MILLION EUROS (SHARES), EXCLUDING ANY POTENTIAL ADJUSTMENTS, I.E. APPROXIMATELY 20% OF THE SHARE CAPITAL, WITH THE DEDUCTION FROM THIS AMOUNT OF THOSE SET FORTH IN THE FIFTEENTH, SIXTEENTH, SEVENTEENTH, EIGHTEENTH AND NINETEENTH RESOLUTIONS, AND ONE AND A HALF BILLION EUROS (TRANSFERABLE SECURITIES IN THE FORM OF DEBT SECURITIES GRANTING ACCESS TO THE CAPITAL OF THE COMPANY OR OF SUBSIDIARIES), WITH THE DEDUCTION FROM THIS AMOUNT OF THOSE SET IN THE FIFTEENTH, SIXTEENTH AND SEVENTEENTH RESOLUTIONS FOR THE ISSUE OF TRANSFERABLE SECURITIES IN THE FORM OF DEBT SECURITIES GRANTING ACCESS TO THE CAPITAL OF THE COMPANY OR OF SUBSIDIARIES 15 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO PROCEED WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT BUT WITH A POSSIBILITY OF GRANTING A PRIORITY PERIOD FOR SHAREHOLDERS, BY PUBLIC OFFERING OTHER THAN THOSE REFERRED TO IN ARTICLE L.411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE, THE ISSUE OF SHARES OF THE COMPANY OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL OF THE COMPANY OR OF SUBSIDIARIES, BY ISSUING NEW SHARES, OR NEW SHARES OF THE COMPANY TO WHICH THE TRANSFERABLE SECURITIES TO BE ISSUED BY SUBSIDIARIES WOULD GRANT ENTITLEMENT, FOR A MAXIMUM NOMINAL AMOUNT OF TWO HUNDRED AND SIX MILLION EUROS (SHARES) EXCLUDING ANY POTENTIAL ADJUSTMENT, I.E. APPROXIMATELY 10% OF THE SHARE CAPITAL, WITH DEDUCTION FROM THIS AMOUNT OF THOSE SET IN THE SIXTEENTH, SEVENTEENTH AND EIGHTEENTH RESOLUTIONS, AND OF ONE AND A HALF BILLION EUROS (TRANSFERABLE SECURITIES IN THE FORM OF DEBT SECURITIES GRANTING ACCESS TO THE CAPITAL OF THE COMPANY OR OF SUBSIDIARIES) 16 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO PROCEED, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, WITH THE ISSUE OF SHARES OF THE COMPANY OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL OF THE COMPANY OR OF SUBSIDIARIES BY THE ISSUE OF NEW SHARES, OR OF NEW SHARES OF THE COMPANY TO WHICH TRANSFERABLE SECURITIES TO BE ISSUED BY SUBSIDIARIES WOULD GRANT ENTITLEMENT, AS APPROPRIATE, BY WAY OF A PUBLIC OFFERING AS REFERRED TO IN PARAGRAPH 1 OF ARTICLE L.411-2 OF THE FRENCH OF THE FRENCH MONETARY AND FINANCIAL CODE, FOR A MAXIMUM NOMINAL AMOUNT OF TWO HUNDRED AND SIX MILLION EUROS (SHARES), EXCLUDING ANY POTENTIAL ADJUSTMENT, APPROXIMATELY 10% OF THE SHARE CAPITAL, AND ONE AND A HALF BILLION EUROS (TRANSFERABLE SECURITIES IN THE FORM OF DEBT SECURITIES GRANTING ACCESS TO THE CAPITAL OF THE COMPANY OR SUBSIDIARIES), THE AMOUNTS OF THE CAPITAL INCREASE AND THE ISSUE OF DEBT SECURITIES BEING DEDUCTED FROM THE CORRESPONDING CEILINGS SET IN THE FIFTEENTH RESOLUTION 17 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUE, IN THE EVENT OF OVERSUBSCRIPTION AT THE TIME OF ISSUE, WITH OR WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHT, OF SHARES OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL, WITHIN THE LEGAL AND REGULATORY LIMITS (15% OF THE INITIAL ISSUES ON THE DATE OF THE PRESENT MEETING) AND WITHIN THE LIMITS OF THE CORRESPONDING CEILINGS SET BY THE RESOLUTIONS THAT HAVE DECIDED THE INITIAL ISSUE 18 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO PROCEED, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, TO INCREASE THE SHARE CAPITAL WITHIN THE LIMIT OF 10% OF THE SHARE CAPITAL, EXCLUDING ANY POTENTIAL ADJUSTMENT, TO REMUNERATE CONTRIBUTIONS IN KIND CONSISTING OF EQUITY SECURITIES OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL, THE AMOUNTS OF THE CAPITAL INCREASE AND OF THE TRANSFERABLE SECURITIES TO BE ISSUED BEING DEDUCTED FROM THE CEILING SET IN THE FIFTEENTH RESOLUTION 19 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO PROCEED WITH AN INCREASE OF THE SHARE CAPITAL BY INCORPORATION OF PREMIUMS, RESERVES, PROFITS OR OTHERS, FOR A MAXIMUM NOMINAL AMOUNT OF ONE HUNDRED AND THREE MILLION EUROS, EXCLUDING POTENTIAL ADJUSTMENT, I.E. APPROXIMATELY 5% OF THE SHARE CAPITAL, THIS AMOUNT TO BE DEDUCTED FROM THE CEILING SET IN THE FOURTEENTH RESOLUTION 20 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt For For DIRECTORS TO SET, IN ACCORDANCE WITH THE TERMS AND CONDITIONS DETERMINED BY THE GENERAL MEETING, THE ISSUE PRICE BY THE COMPANY OF SHARES OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL, BY PUBLIC OFFERING WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, WITHIN THE LIMIT OF 10% OF THE SHARE CAPITAL PER PERIOD OF 12 MONTHS 21 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO PROCEED, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, TO ISSUE EQUITY SECURITIES RESERVED FOR MEMBERS OF EMPLOYEE SAVINGS PLANS FOR A MAXIMUM NOMINAL AMOUNT OF FIFTY-TWO MILLION EUROS EXCLUDING POTENTIAL ADJUSTMENT, I.E. APPROXIMATELY 2.5% OF THE SHARE CAPITAL 22 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt For For REDUCE THE SHARE CAPITAL BY CANCELLING SHARES OF THE COMPANY REPRESENTING UP TO 10% OF THE COMPANY'S CAPITAL PER A PERIOD OF 24 MONTHS 23 STATUTORY AMENDMENTS RELATING TO THE Mgmt For For INCREASE IN THE MINIMUM NUMBER OF SHARES OF THE COMPANY TO BE HELD BY DIRECTORS 24 POWERS FOR THE EXECUTION OF THE DECISIONS Mgmt For For OF THE COMBINED GENERAL MEETING AND FOR FORMALITIES CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE AT THIS MEETING, YOU (OR YOUR CREST SPONSORED MEMBER/CUSTODIAN) WILL BE REQUIRED TO INSTRUCT A TRANSFER OF THE RELEVANT CDIS TO THE ESCROW ACCOUNT SPECIFIED IN THE ASSOCIATED CORPORATE EVENT IN THE CREST SYSTEM. THIS TRANSFER WILL NEED TO BE COMPLETED BY THE SPECIFIED CREST SYSTEM DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE CDIS WILL BE BLOCKED IN THE CREST SYSTEM. THE CDIS WILL TYPICALLY BE RELEASED FROM ESCROW AS SOON AS PRACTICABLE ON RECORD DATE +1 DAY (OR ON MEETING DATE +1 DAY IF NO RECORD DATE APPLIES) UNLESS OTHERWISE SPECIFIED, AND ONLY AFTER THE AGENT HAS CONFIRMED AVAILABILITY OF THE POSITION. IN ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED POSITION MUST BE BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN THE CREST SYSTEM. BY VOTING ON THIS MEETING, YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY USE YOUR VOTE INSTRUCTION AS THE AUTHORIZATION TO TAKE THE NECESSARY ACTION WHICH WILL INCLUDE TRANSFERRING YOUR INSTRUCTED POSITION TO ESCROW. PLEASE CONTACT YOUR CREST SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR FURTHER INFORMATION ON THE CUSTODY PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE INSTRUCTIONS FROM YOU CMMT PLEASE NOTE SHARE BLOCKING WILL APPLY FOR Non-Voting ANY VOTED POSITIONS SETTLING THROUGH EUROCLEAR BANK -------------------------------------------------------------------------------------------------------------------------- DANAHER CORPORATION Agenda Number: 935795510 -------------------------------------------------------------------------------------------------------------------------- Security: 235851102 Meeting Type: Annual Meeting Date: 09-May-2023 Ticker: DHR ISIN: US2358511028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Rainer M. Blair 1b. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Feroz Dewan 1c. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Linda Filler 1d. Election of Director to hold office until Mgmt Against Against the 2024 Annual Meeting of Shareholders: Teri List 1e. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Walter G. Lohr, Jr. 1f. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Jessica L. Mega, MD, MPH 1g. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Mitchell P. Rales 1h. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Steven M. Rales 1i. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Pardis C. Sabeti, MD, D. PHIL 1j. Election of Director to hold office until Mgmt Against Against the 2024 Annual Meeting of Shareholders: A. Shane Sanders 1k. Election of Director to hold office until Mgmt Against Against the 2024 Annual Meeting of Shareholders: John T. Schwieters 1l. Election of Director to hold office until Mgmt Against Against the 2024 Annual Meeting of Shareholders: Alan G. Spoon 1m. Election of Director to hold office until Mgmt Against Against the 2024 Annual Meeting of Shareholders: Raymond C. Stevens, Ph.D 1n. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Elias A. Zerhouni, MD 2. To ratify the selection of Ernst & Young Mgmt For For LLP as Danaher's independent registered public accounting firm for the year ending December 31, 2023. 3. To approve on an advisory basis the Mgmt For For Company's named executive officer compensation. 4. To hold an advisory vote relating to the Mgmt 1 Year For frequency of future shareholder advisory votes on the Company's executive officer compensation. 5. To act upon a shareholder proposal Shr For Against requesting adoption of a policy separating the chair and CEO roles and requiring an independent Board Chair whenever possible. 6. To act upon a shareholder proposal Shr For Against requesting a report to shareholders on the effectiveness of the Company's diversity, equity and inclusion efforts. -------------------------------------------------------------------------------------------------------------------------- DANIMER SCIENTIFIC, INC. Agenda Number: 935691154 -------------------------------------------------------------------------------------------------------------------------- Security: 236272100 Meeting Type: Annual Meeting Date: 11-Aug-2022 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 Philip Gregory Calhoun Mgmt For For Gregory Hunt Mgmt For For Dr. Isao Noda Mgmt Withheld Against Stuart W. Pratt Mgmt For For Cynthia Cohen Mgmt For For A. M. Leopold Tilley Mgmt For For 2. To approve an advisory resolution on Mgmt Against Against executive compensation. 3. To conduct an advisory vote on the Mgmt 1 Year Against frequency of future advisory votes on executive compensation. 4. 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, 2022. -------------------------------------------------------------------------------------------------------------------------- DARLING INGREDIENTS INC. Agenda Number: 935786915 -------------------------------------------------------------------------------------------------------------------------- Security: 237266101 Meeting Type: Annual Meeting Date: 09-May-2023 Ticker: DAR ISIN: US2372661015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Randall C. Stuewe Mgmt For For 1b. Election of Director: Charles Adair Mgmt For For 1c. Election of Director: Beth Albright Mgmt For For 1d. Election of Director: Larry A. Barden Mgmt For For 1e. Election of Director: Celeste A. Clark Mgmt Against Against 1f. Election of Director: Linda Goodspeed Mgmt Against Against 1g. Election of Director: Enderson Guimaraes Mgmt For For 1h. Election of Director: Gary W. Mize Mgmt For For 1i. Election of Director: Michael E. Rescoe Mgmt For For 1j. Election of Director: Kurt Stoffel Mgmt For For 2. Proposal to ratify the selection of KPMG Mgmt For For LLP as the Company's independent registered public accounting firm for the fiscal year ending December 30, 2023. 3. Advisory vote to approve executive Mgmt For For compensation. 4. Advisory vote to approve the frequency of Mgmt 1 Year For future advisory votes on executive compensation. -------------------------------------------------------------------------------------------------------------------------- DSM-FIRMENICH AG Agenda Number: 717319710 -------------------------------------------------------------------------------------------------------------------------- Security: H0245V108 Meeting Type: EGM Meeting Date: 29-Jun-2023 Ticker: ISIN: CH1216478797 -------------------------------------------------------------------------------------------------------------------------- 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 INSTRUCTION MAY BE REJECTED CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting AGENDA AND MEETING ATTENDANCE REQUESTS ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE REGISTRATION OF SHARES IN PART 1 OF THE MEETING. IT IS A MARKET REQUIREMENT FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A REGISTERED LOCATION AT THE CSD, AND SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. THEREFORE WHILST THIS DOES NOT PREVENT THE TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE 1. PROPOSAL THE BOARD OF DIRECTORS PROPOSES TO Mgmt For For APPROVE THE AUDITED INTERIM STAND-ALONE FINANCIAL STATEMENTS OF DSM-FIRMENICH AG AS OF 8 MAY 2023 AS PRESENTED. APPROVAL OF THE STAND-ALONE INTERIM FINANCIAL STATEMENTS OF DSM-FIRMENICH AG FOR THE PERIOD FROM 1 JANUARY 2023 TO 8 MAY 2023 2. PROPOSAL THE BOARD PROPOSES TO PAY A Mgmt For For DIVIDEND TO THE SHAREHOLDERS OF DSM-FIRMENICH OF EUR 1.60 PER SHARE TO BE FULLY PAID OUT OF CAPITAL CONTRIBUTION RESERVES. THE DIVIDEND EX DATE IS 3 JULY 2023, THE RECORD DATE 4 JULY 2023 AND THE PAYMENT DATE 6 JULY 2023. DIVIDEND / DISTRIBUTION OF CAPITAL CONTRIBUTION RESERVES 3.1. REMUNERATION APPROVALS: PROPOSAL THE BOARD Mgmt For For PROPOSES, IN LINE WITH ART. 29(1)(A) OF THE ARTICLES OF ASSOCIATION, TO APPROVE A MAXIMUM TOTAL AMOUNT OF REMUNERATION FOR THE BOARD OF EUR 3.6 MILLION FOR THE PERIOD FROM THIS EXTRAORDINARY GENERAL MEETING UNTIL THE ANNUAL GENERAL MEETING 2024 (CURRENTLY EXPECTED TO TAKE PLACE ON 7 MAY 2024). AN EXPLANATION IS PROVIDED IN APPENDIX 1, WHICH CAN BE FOUND ON THE WEBSITE OF DSM-FIRMENICH. APPROVAL OF REMUNERATION OF THE MEMBERS OF THE BOARD 3.2. REMUNERATION APPROVALS: PROPOSAL: THE BOARD Mgmt For For PROPOSES TO APPROVE IN LINE WITH ART. 29(1)(B) OF THE ARTICLES OF ASSOCIATION A MAXIMUM TOTAL AMOUNT OF REMUNERATION FOR THE EXECUTIVE COMMITTEE OF EUR 37.912 MILLION FOR THE CALENDAR YEAR 2024. AN EXPLANATION IS PROVIDED IN APPENDIX 2, WHICH CAN BE FOUND ON THE WEBSITE OF DSM-FIRMENICH. APPROVAL OF THE REMUNERATION FOR THE EXECUTIVE COMMITTEE 4.1. CERTAIN CHANGES TO ARTICLES OF ASSOCIATION: Mgmt For For PROPOSAL THE BOARD PROPOSES TO AMEND ART. 16 OF THE ARTICLES OF ASSOCIATION BY INSERTING A NEW SUBPARAGRAPH 2 (AND NUMBERING SUBPARAGRAPH 1 ACCORDINGLY). FOR MORE DETAILS SEE THE EGM INVITATION OR THE WEBSITE OF DSM-FIRMENICH. APPROVAL OF CERTAIN IMPORTANT TRANSACTIONS BY SHAREHOLDERS 4.2. CERTAIN CHANGES TO ARTICLES OF ASSOCIATION: Mgmt For For PROPOSAL THE BOARD FURTHER PROPOSES TO AMEND ART. 7 OF THE ARTICLES OF ASSOCIATION ON "NOMINEES" BY INSERTING A NEW SUBPARAGRAPH 2 (AND NUMBERING SUBPARAGRAPH 1 ACCORDINGLY). FOR MORE DETAILS SEE THE EGM INVITATION OR THE WEBSITE OF DSM-FIRMENICH. POSSIBILITY OF THE BOARD TO REQUEST INFORMATION ON THE IDENTITY OF SHAREHOLDERS FROM CUSTODIANS New IN THE EVENT A NEW AGENDA ITEM OR PROPOSAL Mgmt Against Against IS PUT FORTH DURING THE EXTRAORDINARY GENERAL MEETING, I /WE INSTRUCT THE INDEPENDENT PROXY TO VOTE IN FAVOR OF THE RECOMMENDATION OF THE BOARD OF DIRECTORS (WITH AGAINST MEANING A VOTE AGAINST THE PROPOSAL AND RECOMMENDATION) CMMT 02 JUN 2023: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO CHANGE IN NUMBERING OF ALL RESOLUTIONS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- GEBERIT AG Agenda Number: 716784308 -------------------------------------------------------------------------------------------------------------------------- Security: H2942E124 Meeting Type: AGM Meeting Date: 19-Apr-2023 Ticker: ISIN: CH0030170408 -------------------------------------------------------------------------------------------------------------------------- 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 INSTRUCTION MAY BE REJECTED. 1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For REPORTS 2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For OF CHF 12.60 PER SHARE 3 APPROVE DISCHARGE OF BOARD OF DIRECTORS Mgmt For For 4.1 AMEND ARTICLES OF ASSOCIATION Mgmt For For 4.2 AMEND ARTICLES RE: EDITORIAL CHANGES Mgmt For For 4.3 AMEND CORPORATE PURPOSE Mgmt For For 4.4 AMEND ARTICLES RE: SHARE REGISTER AND Mgmt For For NOMINEES 4.5 AMEND ARTICLES RE: BOARD MEETINGS; Mgmt For For ELECTRONIC COMMUNICATION 4.6 AMEND ARTICLES RE: AGE LIMIT FOR BOARD AND Mgmt For For COMPENSATION COMMITTEE MEMBERS 4.7 AMEND ARTICLES RE: BOARD RESOLUTIONS Mgmt For For 5.1.1 REELECT ALBERT BAEHNY AS DIRECTOR AND BOARD Mgmt For For CHAIRMAN 5.1.2 REELECT THOMAS BACHMANN AS DIRECTOR Mgmt For For 5.1.3 REELECT FELIX EHRAT AS DIRECTOR Mgmt For For 5.1.4 REELECT WERNER KARLEN AS DIRECTOR Mgmt For For 5.1.5 REELECT BERNADETTE KOCH AS DIRECTOR Mgmt For For 5.1.6 REELECT EUNICE ZEHNDER-LAI AS DIRECTOR Mgmt For For 5.2.1 REAPPOINT EUNICE ZEHNDER-LAI AS MEMBER OF Mgmt For For THE NOMINATION AND COMPENSATION COMMITTEE 5.2.2 REAPPOINT THOMAS BACHMANN AS MEMBER OF THE Mgmt For For NOMINATION AND COMPENSATION COMMITTEE 5.2.3 REAPPOINT WERNER KARLEN AS MEMBER OF THE Mgmt For For NOMINATION AND COMPENSATION COMMITTEE 6 THE BOARD OF DIRECTORS PROPOSES THAT THE Mgmt For For LAWYER'S OFFICE HBA RECHTSANWALTE AG, ZURICH, REPRESENTED BY ROGER MULLER, LAWYER, BE RE-ELECTED AS THE INDEPENDENT PROXY UNTIL THE CLOSING OF THE NEXT ORDINARY GENERAL MEETING 7 RATIFY PRICEWATERHOUSECOOPERS AG AS Mgmt For For AUDITORS 8.1 APPROVE REMUNERATION REPORT Mgmt For For 8.2 APPROVE REMUNERATION OF DIRECTORS IN THE Mgmt For For AMOUNT OF CHF 2.4 MILLION 8.3 APPROVE REMUNERATION OF EXECUTIVE COMMITTEE Mgmt For For IN THE AMOUNT OF CHF 13 MILLION 9 APPROVE CHF 68,525.10 REDUCTION IN SHARE Mgmt For For CAPITAL AS PART OF THE SHARE BUYBACK PROGRAM VIA CANCELLATION OF REPURCHASED SHARES 10 APPROVE CREATION OF CAPITAL BAND WITHIN THE Mgmt For For UPPER LIMIT OF CHF 3.9 MILLION AND THE LOWER LIMIT OF CHF 3.2 MILLION WITH OR WITHOUT EXCLUSION OF PREEMPTIVE RIGHTS CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting AGENDA AND MEETING ATTENDANCE REQUESTS ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE REGISTRATION OF SHARES IN PART 1 OF THE MEETING. IT IS A MARKET REQUIREMENT FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A REGISTERED LOCATION AT THE CSD, AND SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. THEREFORE WHILST THIS DOES NOT PREVENT THE TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE CMMT 03 APR 2023: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO 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. -------------------------------------------------------------------------------------------------------------------------- GINKGO BIOWORKS HOLDINGS, INC. Agenda Number: 935855138 -------------------------------------------------------------------------------------------------------------------------- Security: 37611X100 Meeting Type: Annual Meeting Date: 16-Jun-2023 Ticker: DNA ISIN: US37611X1000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Arie Belldegrun Mgmt Against Against 1b. Election of Director: Marijn Dekkers Mgmt For For 1c. Election of Director: Kathy Hopinkah Hannan Mgmt Against Against 1d. Election of Director: Christian Henry Mgmt Against Against 1e. Election of Director: Reshma Kewalramani Mgmt Against Against 1f. Election of Director: Shyam Sankar Mgmt Against Against 1g. 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, 2023. 3. Advisory vote to approve executive Mgmt For For compensation. 4. Advisory vote on the frequency of advisory Mgmt 1 Year For votes on executive compensation. -------------------------------------------------------------------------------------------------------------------------- HALMA PLC Agenda Number: 715827955 -------------------------------------------------------------------------------------------------------------------------- Security: G42504103 Meeting Type: AGM Meeting Date: 21-Jul-2022 Ticker: ISIN: GB0004052071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For REPORTS 2 APPROVE FINAL DIVIDEND Mgmt For For 3 APPROVE REMUNERATION REPORT Mgmt Against Against 4 ELECT SHARMILA NEBHRAJANI AS DIRECTOR Mgmt For For 5 RE-ELECT DAME LOUISE MAKIN AS DIRECTOR Mgmt For For 6 RE-ELECT ANDREW WILLIAMS AS DIRECTOR Mgmt For For 7 RE-ELECT MARC RONCHETTI AS DIRECTOR Mgmt Against Against 8 RE-ELECT JENNIFER WARD AS DIRECTOR Mgmt For For 9 RE-ELECT CAROLE CRAN AS DIRECTOR Mgmt For For 10 RE-ELECT JO HARLOW AS DIRECTOR Mgmt Against Against 11 RE-ELECT DHARMASH MISTRY AS DIRECTOR Mgmt For For 12 RE-ELECT TONY RICE AS DIRECTOR Mgmt For For 13 RE-ELECT ROY TWITE AS DIRECTOR Mgmt For For 14 REAPPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt For For AUDITORS 15 AUTHORISE BOARD TO FIX REMUNERATION OF Mgmt For For AUDITORS 16 APPROVE EMPLOYEE SHARE PLAN Mgmt For For 17 APPROVE LONG-TERM INCENTIVE PLAN Mgmt For For 18 AUTHORISE ISSUE OF EQUITY Mgmt For For 19 AUTHORISE UK POLITICAL DONATIONS AND Mgmt For For EXPENDITURE 20 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For PRE-EMPTIVE RIGHTS 21 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For PRE-EMPTIVE RIGHTS IN CONNECTION WITH AN ACQUISITION OR OTHER CAPITAL INVESTMENT 22 AUTHORISE MARKET PURCHASE OF ORDINARY Mgmt For For SHARES 23 AUTHORISE THE COMPANY TO CALL GENERAL Mgmt For For MEETING WITH TWO WEEKS' NOTICE -------------------------------------------------------------------------------------------------------------------------- HANNON ARMSTRONG SUSTAINABLE INFRA CAPTL Agenda Number: 935835681 -------------------------------------------------------------------------------------------------------------------------- Security: 41068X100 Meeting Type: Annual Meeting Date: 07-Jun-2023 Ticker: HASI ISIN: US41068X1000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Jeffrey W. Eckel Mgmt For For Lizabeth A. Ardisana Mgmt For For Clarence D. Armbrister Mgmt For For Teresa M. Brenner Mgmt For For Michael T. Eckhart Mgmt For For Nancy C. Floyd Mgmt For For Jeffrey A. Lipson Mgmt For For Charles M. O'Neil Mgmt For For Richard J. Osborne Mgmt For For Steven G. Osgood Mgmt For For Kimberly A. Reed Mgmt For For 2. The ratification of the appointment of Mgmt For For Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. 3. The advisory approval of the compensation Mgmt For For of the Named Executive Officers as described in the Compensation Discussion and Analysis, the compensation tables and other narrative disclosure in the proxy statement. 4. The frequency in years with which Mgmt 1 Year For stockholders are provided an advisory vote on executive compensation pursuant to the compensation disclosure rules of the SEC. -------------------------------------------------------------------------------------------------------------------------- HITACHI,LTD. Agenda Number: 717313035 -------------------------------------------------------------------------------------------------------------------------- Security: J20454112 Meeting Type: AGM Meeting Date: 21-Jun-2023 Ticker: ISIN: JP3788600009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1.1 Appoint a Director Ihara, Katsumi Mgmt For For 1.2 Appoint a Director Ravi Venkatesan Mgmt For For 1.3 Appoint a Director Cynthia Carroll Mgmt For For 1.4 Appoint a Director Sugawara, Ikuro Mgmt For For 1.5 Appoint a Director Joe Harlan Mgmt For For 1.6 Appoint a Director Louise Pentland Mgmt For For 1.7 Appoint a Director Yamamoto, Takatoshi Mgmt For For 1.8 Appoint a Director Yoshihara, Hiroaki Mgmt For For 1.9 Appoint a Director Helmuth Ludwig Mgmt For For 1.10 Appoint a Director Kojima, Keiji Mgmt For For 1.11 Appoint a Director Nishiyama, Mitsuaki Mgmt For For 1.12 Appoint a Director Higashihara, Toshiaki Mgmt For For -------------------------------------------------------------------------------------------------------------------------- IRIDIUM COMMUNICATIONS INC. Agenda Number: 935795370 -------------------------------------------------------------------------------------------------------------------------- Security: 46269C102 Meeting Type: Annual Meeting Date: 04-May-2023 Ticker: IRDM ISIN: US46269C1027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Robert H. Niehaus Mgmt For For Thomas C. Canfield Mgmt For For Matthew J. Desch Mgmt For For Thomas J. Fitzpatrick Mgmt Withheld Against L. Anthony Frazier Mgmt For For Jane L. Harman Mgmt For For Alvin B. Krongard Mgmt For For Suzanne E. McBride Mgmt For For Admiral Eric T. Olson Mgmt For For Parker W. Rush Mgmt For For Kay N. Sears Mgmt For For Jacqueline E. Yeaney Mgmt For For 2. To approve, on an advisory basis, the Mgmt For For compensation of our named executive officers. 3. To indicate, on an advisory basis, the Mgmt 1 Year For preferred frequency of stockholder advisory votes on the compensation of our named executive officers. 4. To approve the Iridium Communications Inc. Mgmt Against Against Amended and Restated 2015 Equity Incentive Plan. 5. To ratify the selection by the Board of Mgmt For For Directors of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- KONINKLIJKE DSM NV Agenda Number: 716380453 -------------------------------------------------------------------------------------------------------------------------- Security: N5017D122 Meeting Type: EGM Meeting Date: 23-Jan-2023 Ticker: ISIN: NL0000009827 -------------------------------------------------------------------------------------------------------------------------- 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. OPENING Non-Voting 2. PRESENTATION ON THE TRANSACTION Non-Voting 3. APPROVAL OF THE TRANSACTION, WHICH Mgmt For For ENCOMPASSES THE FOLLOWING COMPONENTS: (A) APPROVAL OF THE TRANSACTION IN ACCORDANCE WITH SECTION 2:107A OF THE DCC; (B) SUBJECT TO THE EXCHANGE OFFER HAVING BEEN DECLARED UNCONDITIONAL AND EFFECTIVE UPON THE DELISTING OF THE DSM ORDINARY SHARES FROM EURONEXT AMSTERDAM, THE CONVERSION OF DSM FROM A DUTCH PUBLIC LIMITED LIABILITY COMPANY (NAAMLOZE VENNOOTSCHAP) INTO A DUTCH PRIVATE LIMITED LIABILITY COMPANY (BESLOTEN VENNOOTSCHAP MET BEPERKTE AANSPRAKELIJKHEID) AND RELATED AMENDMENT TO THE ARTICLES; (C) CONDITIONAL STATUTORY TRIANGULAR MERGER IN ACCORDANCE WITH SECTION 2:309 ET SEQ AND 2:333A OF THE DCC; AND (D) AUTHORIZATION OF THE MANAGING BOARD TO HAVE DSM REPURCHASE THE DSM PREFERENCE SHARES A AND CONDITIONAL CANCELLATION OF THE DSM PREFERENCE SHARES A 4. CONDITIONAL DISCHARGE AND RELEASE FROM Mgmt For For LIABILITY OF THE MEMBERS OF THE MANAGING BOARD 5. CONDITIONAL DISCHARGE AND RELEASE FROM Mgmt For For LIABILITY OF THE MEMBERS OF THE SUPERVISORY BOARD 6. CLOSING Non-Voting CMMT 23 NOV 2022: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO CHANGE IN NUMBERING OF ALL RESOLUTIONS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- KUBOTA CORPORATION Agenda Number: 716735355 -------------------------------------------------------------------------------------------------------------------------- Security: J36662138 Meeting Type: AGM Meeting Date: 24-Mar-2023 Ticker: ISIN: JP3266400005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1.1 Appoint a Director Kitao, Yuichi Mgmt For For 1.2 Appoint a Director Yoshikawa, Masato Mgmt For For 1.3 Appoint a Director Watanabe, Dai Mgmt For For 1.4 Appoint a Director Kimura, Hiroto Mgmt For For 1.5 Appoint a Director Yoshioka, Eiji Mgmt For For 1.6 Appoint a Director Hanada, Shingo Mgmt For For 1.7 Appoint a Director Matsuda, Yuzuru Mgmt For For 1.8 Appoint a Director Ina, Koichi Mgmt For For 1.9 Appoint a Director Shintaku, Yutaro Mgmt For For 1.10 Appoint a Director Arakane, Kumi Mgmt For For 1.11 Appoint a Director Kawana, Koichi Mgmt For For 2 Appoint a Substitute Corporate Auditor Mgmt For For Iwamoto, Hogara -------------------------------------------------------------------------------------------------------------------------- MASTEC, INC. Agenda Number: 935795558 -------------------------------------------------------------------------------------------------------------------------- Security: 576323109 Meeting Type: Annual Meeting Date: 16-May-2023 Ticker: MTZ ISIN: US5763231090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Ernst N. Csiszar Mgmt For For Julia L. Johnson Mgmt For For Jorge Mas Mgmt For For 2. Ratification of the appointment of BDO USA, Mgmt For For LLP as our independent registered public accounting firm for 2023. 3. Approval of a non-binding advisory Mgmt Against Against resolution regarding the compensation of our named executive officers. 4. A non-binding advisory resolution regarding Mgmt 1 Year For the frequency of the vote regarding the compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- MAXAR TECHNOLOGIES INC. Agenda Number: 935791170 -------------------------------------------------------------------------------------------------------------------------- Security: 57778K105 Meeting Type: Special Meeting Date: 19-Apr-2023 Ticker: MAXR ISIN: US57778K1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To adopt the Agreement and Plan of Merger, Mgmt For For dated as of December 15, 2022, by and among Maxar Technologies Inc., Galileo Parent, Inc., Galileo Bidco, Inc. and, solely for the purposes set forth therein, Galileo Topco, Inc., as it may be amended from time to time (the "Merger Agreement"). 2. To approve, on an advisory (nonbinding) Mgmt Against Against basis, the compensation that may be paid or become payable to named executive officers of Maxar Technologies Inc. that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. 3. To approve any adjournment of the Special Mgmt For For Meeting of Stockholders of Maxar Technologies Inc. (the "Special Meeting"), if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. -------------------------------------------------------------------------------------------------------------------------- METAWATER CO.,LTD. Agenda Number: 717313667 -------------------------------------------------------------------------------------------------------------------------- Security: J4231P107 Meeting Type: AGM Meeting Date: 20-Jun-2023 Ticker: ISIN: JP3921260000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1.1 Appoint a Director Yamaguchi, Kenji Mgmt For For 1.2 Appoint a Director Okuda, Noboru Mgmt For For 1.3 Appoint a Director Sakai, Masashi Mgmt For For 1.4 Appoint a Director Fujii, Michio Mgmt For For 1.5 Appoint a Director Aizawa, Kaoru Mgmt For For 1.6 Appoint a Director Kosao, Fumiko Mgmt For For 1.7 Appoint a Director Tanai, Tsuneo Mgmt For For 2.1 Appoint a Corporate Auditor Hatsumata, Mgmt For For Shigeru 2.2 Appoint a Corporate Auditor Teranishi, Mgmt For For Akihiro -------------------------------------------------------------------------------------------------------------------------- MUELLER INDUSTRIES, INC. Agenda Number: 935785254 -------------------------------------------------------------------------------------------------------------------------- Security: 624756102 Meeting Type: Annual Meeting Date: 04-May-2023 Ticker: MLI ISIN: US6247561029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Gregory L. Christopher Mgmt For For Elizabeth Donovan Mgmt Withheld Against William C. Drummond Mgmt For For Gary S. Gladstein Mgmt For For Scott J. Goldman Mgmt For For John B. Hansen Mgmt For For Terry Hermanson Mgmt For For Charles P. Herzog, Jr. Mgmt For For 2. Approve the appointment of Ernst & Young Mgmt For For LLP as the Company's independent registered public accounting firm. 3. To approve, on an advisory basis by Mgmt For For non-binding vote, executive compensation. 4. To approve, on an advisory basis by Mgmt 1 Year For non-binding vote, the frequency of the Company's holding of future advisory votes on the compensation of the Company's named executive officers. -------------------------------------------------------------------------------------------------------------------------- MUELLER WATER PRODUCTS, INC. Agenda Number: 935750605 -------------------------------------------------------------------------------------------------------------------------- Security: 624758108 Meeting Type: Annual Meeting Date: 07-Feb-2023 Ticker: MWA ISIN: US6247581084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Shirley C. Franklin Mgmt For For 1b. Election of Director: Scott Hall Mgmt For For 1c. Election of Director: Thomas J. Hansen Mgmt For For 1d. Election of Director: Mark J. O'Brien Mgmt For For 1e. Election of Director: Christine Ortiz Mgmt For For 1f. Election of Director: Jeffery S. Sharritts Mgmt For For 1g. Election of Director: Brian L. Slobodow Mgmt For For 1h. Election of Director: Lydia W. Thomas Mgmt For For 1i. Election of Director: Michael T. Tokarz Mgmt For For 1j. Election of Director: Stephen C. Van Mgmt For For Arsdell 2. To approve, on an advisory basis, the Mgmt For For compensation of the Company's named executive officers. 3. To recommend, on an advisory basis, the Mgmt 1 Year For frequency of the stockholder vote to approve executive compensation. 4. To ratify the appointment of Ernst & Young Mgmt For For LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2023. -------------------------------------------------------------------------------------------------------------------------- PENTAIR PLC Agenda Number: 935791601 -------------------------------------------------------------------------------------------------------------------------- Security: G7S00T104 Meeting Type: Annual Meeting Date: 09-May-2023 Ticker: PNR ISIN: IE00BLS09M33 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Re-election of director: Mona Abutaleb Mgmt For For Stephenson 1b. Re-election of director: Melissa Barra Mgmt For For 1c. Re-election of director: T. Michael Glenn Mgmt For For 1d. Re-election of director: Theodore L. Harris Mgmt For For 1e. Re-election of director: David A. Jones Mgmt For For 1f. Re-election of director: Gregory E. Knight Mgmt For For 1g. Re-election of director: Michael T. Mgmt For For Speetzen 1h. Re-election of director: John L. Stauch Mgmt For For 1i. Re-election of director: Billie I. Mgmt For For Williamson 2. To approve, by nonbinding, advisory vote, Mgmt For For the compensation of the named executive officers. 3. To approve, by nonbinding, advisory vote, Mgmt 1 Year For the frequency of future advisory votes on the compensation of the named executive officers. 4. To ratify, by nonbinding, advisory vote, Mgmt For For the appointment of Deloitte & Touche LLP as the independent auditor of Pentair plc and to authorize, by binding vote, the Audit and Finance Committee of the Board of Directors to set the auditor's remuneration. 5. To authorize the Board of Directors to Mgmt For For allot new shares under Irish law. 6. To authorize the Board of Directors to Mgmt For For opt-out of statutory preemption rights under Irish law (Special Resolution). 7. To authorize the price range at which Mgmt For For Pentair plc can re-allot shares it holds as treasury shares under Irish law (Special Resolution). -------------------------------------------------------------------------------------------------------------------------- RENTOKIL INITIAL PLC Agenda Number: 716916892 -------------------------------------------------------------------------------------------------------------------------- Security: G7494G105 Meeting Type: AGM Meeting Date: 10-May-2023 Ticker: ISIN: GB00B082RF11 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE THE AUDITED FINANCIAL STATEMENTS Mgmt For For OF THE COMPANY AND THE DIRECTORS AND AUDITORS REPORT THEREON 2 TO APPROVE THE DIRECTORS REMUNERATION Mgmt For For REPORT 3 TO APPROVE THE RULES OF THE RESTRICTED Mgmt For For SHARE PLAN 4 TO APPROVE THE RULES OF THE DEFERRED BONUS Mgmt For For PLAN 5 TO DECLARE A FINAL DIVIDEND Mgmt For For 6 TO ELECT DAVID FREAR AS A DIRECTOR Mgmt For For 7 TO ELECT SALLY JOHNSON AS A DIRECTOR Mgmt For For 8 TO RE-ELECT STUART INGALL-TOMBS AS A Mgmt Against Against DIRECTOR 9 TO RE-ELECT SAROSH MISTRY AS A DIRECTOR Mgmt For For 10 TO RE-ELECT JOHN PETTIGREW AS A DIRECTOR Mgmt For For 11 TO RE-ELECT ANDY RANSOM AS A DIRECTOR Mgmt For For 12 TO RE-ELECT RICHARD SOLOMONS AS A DIRECTOR Mgmt For For 13 TO RE-ELECT CATHY TURNER AS A DIRECTOR Mgmt For For 14 TO RE-ELECT LINDA YUEH AS A DIRECTOR Mgmt Against Against 15 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt For For AUDITOR 16 TO AUTHORISE THE DIRECTORS TO AGREE THE Mgmt For For AUDITORS REMUNERATION 17 TO AUTHORISE THE MAKING OF POLITICAL Mgmt For For DONATIONS 18 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For 19 TO AUTHORISE THE DIRECTORS TO DISAPPLY Mgmt For For PRE-EMPTION RIGHTS 20 TO AUTHORISE THE DIRECTORS TO FURTHER Mgmt For For DISAPPLY PRE-EMPTION RIGHTS FOR ACQUISITIONS AND SPECIFIED CAPITAL INVESTMENTS 21 TO AUTHORISE THE DIRECTORS TO MAKE MARKET Mgmt For For PURCHASES OF THE COMPANY'S OWN SHARES 22 TO AUTHORISE THE CALLING OF A GENERAL Mgmt For For MEETING OTHER THAN AN ANNUAL GENERAL MEETING ON 14 DAYS CLEAR NOTICE 23 TO ADOPT THE ARTICLES OF ASSOCIATION OF THE Mgmt For For COMPANY PRODUCED TO THE MEETING -------------------------------------------------------------------------------------------------------------------------- ROPER TECHNOLOGIES, INC. Agenda Number: 935847989 -------------------------------------------------------------------------------------------------------------------------- Security: 776696106 Meeting Type: Annual Meeting Date: 13-Jun-2023 Ticker: ROP ISIN: US7766961061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director for a one-year term: Mgmt For For Shellye L. Archambeau 1.2 Election of Director for a one-year term: Mgmt For For Amy Woods Brinkley 1.3 Election of Director for a one-year term: Mgmt For For Irene M. Esteves 1.4 Election of Director for a one-year term: Mgmt For For L. Neil Hunn 1.5 Election of Director for a one-year term: Mgmt For For Robert D. Johnson 1.6 Election of Director for a one-year term: Mgmt For For Thomas P. Joyce, Jr. 1.7 Election of Director for a one-year term: Mgmt For For Laura G. Thatcher 1.8 Election of Director for a one-year term: Mgmt Against Against Richard F. Wallman 1.9 Election of Director for a one-year term: Mgmt For For Christopher Wright 2. Advisory vote to approve the compensation Mgmt For For of our named executive officers. 3. To select, on an advisory basis, the Mgmt 1 Year For frequency of the shareholder vote on the compensation of our named executive officers. 4. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023. 5. Approve an amendment to and restatement of Mgmt For For our Restated Certificate of Incorporation to permit the exculpation of officers. -------------------------------------------------------------------------------------------------------------------------- SCHNEIDER ELECTRIC SE Agenda Number: 716843570 -------------------------------------------------------------------------------------------------------------------------- Security: F86921107 Meeting Type: MIX Meeting Date: 04-May-2023 Ticker: ISIN: FR0000121972 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting DIRECTLY WITH A FRENCH CUSTODIAN, VOTING INSTRUCTIONS WILL BE FORWARDED TO YOUR GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE GLOBAL CUSTODIAN AS THE REGISTERED INTERMEDIARY WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN FOR LODGMENT. CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting VOTING OPTION. FOR ANY ADDITIONAL RESOLUTIONS RAISED AT THE MEETING THE VOTING INSTRUCTION WILL DEFAULT TO 'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING THE PROXY CARD, THE VOTING INSTRUCTION WILL DEFAULT TO THE PREFERENCE OF YOUR CUSTODIAN. CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED. CMMT FOR SHAREHOLDERS HOLDING SHARES DIRECTLY Non-Voting REGISTERED IN THEIR OWN NAME ON THE COMPANY SHARE REGISTER, YOU SHOULD RECEIVE A PROXY CARD/VOTING FORM DIRECTLY FROM THE ISSUER. PLEASE SUBMIT YOUR VOTE DIRECTLY BACK TO THE ISSUER VIA THE PROXY CARD/VOTING FORM, DO NOT SUBMIT YOUR VOTE VIA BROADRIDGE SYSTEMS/PLATFORMS OR YOUR INSTRUCTIONS MAY BE REJECTED. CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE AT THIS MEETING, YOU (OR YOUR CREST SPONSORED MEMBER/CUSTODIAN) WILL BE REQUIRED TO INSTRUCT A TRANSFER OF THE RELEVANT CDIS TO THE ESCROW ACCOUNT SPECIFIED IN THE ASSOCIATED CORPORATE EVENT IN THE CREST SYSTEM. THIS TRANSFER WILL NEED TO BE COMPLETED BY THE SPECIFIED CREST SYSTEM DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE CDIS WILL BE BLOCKED IN THE CREST SYSTEM. THE CDIS WILL TYPICALLY BE RELEASED FROM ESCROW AS SOON AS PRACTICABLE ON RECORD DATE +1 DAY (OR ON MEETING DATE +1 DAY IF NO RECORD DATE APPLIES) UNLESS OTHERWISE SPECIFIED, AND ONLY AFTER THE AGENT HAS CONFIRMED AVAILABILITY OF THE POSITION. IN ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED POSITION MUST BE BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN THE CREST SYSTEM. BY VOTING ON THIS MEETING, YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY USE YOUR VOTE INSTRUCTION AS THE AUTHORIZATION TO TAKE THE NECESSARY ACTION WHICH WILL INCLUDE TRANSFERRING YOUR INSTRUCTED POSITION TO ESCROW. PLEASE CONTACT YOUR CREST SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR FURTHER INFORMATION ON THE CUSTODY PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE INSTRUCTIONS FROM YOU CMMT PLEASE NOTE SHARE BLOCKING WILL APPLY FOR Non-Voting ANY VOTED POSITIONS SETTLING THROUGH EUROCLEAR BANK. 1 APPROVAL OF STATUTORY FINANCIAL STATEMENTS Mgmt For For FOR THE 2022 FISCAL YEAR 2 APPROVAL OF CONSOLIDATED FINANCIAL Mgmt For For STATEMENTS FOR THE 2022 FISCAL YEAR 3 APPROPRIATION OF PROFIT FOR THE FISCAL YEAR Mgmt For For AND SETTING THE DIVIDEND 4 APPROVAL OF REGULATED AGREEMENTS GOVERNED Mgmt For For BY ARTICLE L. 225-38 ET SEQ. OF THE FRENCH COMMERCIAL CODE 5 APPROVAL OF THE INFORMATION ON THE Mgmt For For DIRECTORS AND THE CORPORATE OFFICERS COMPENSATION PAID OR GRANTED FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022 MENTIONED IN ARTICLE L. 22-10-9 OF THE FRENCH COMMERCIAL CODE 6 APPROVAL OF THE COMPONENTS OF THE TOTAL Mgmt Against Against COMPENSATION AND BENEFITS OF ALL TYPES PAID DURING THE 2022 FISCAL YEAR OR AWARDED IN RESPECT OF THE SAID FISCAL YEAR TO MR. JEAN-PASCAL TRICOIRE 7 APPROVAL OF THE COMPENSATION POLICY FOR THE Mgmt For For CHAIRMAN & CHIEF EXECUTIVE OFFICER, MR. JEAN-PASCAL TRICOIRE, FOR THE PERIOD FROM JANUARY 1 TO MAY 3, 2023 8 APPROVAL OF THE COMPENSATION POLICY FOR THE Mgmt For For CHIEF EXECUTIVE OFFICER, MR. PETER HERWECK, FOR THE PERIOD FROM MAY 4 TO DECEMBER 31, 2023 9 APPROVAL OF THE COMPENSATION POLICY FOR THE Mgmt For For CHAIRMAN OF THE BOARD OF DIRECTORS, MR. JEAN-PASCAL TRICOIRE, FOR THE PERIOD FROM MAY 4 TO DECEMBER 31, 2023 10 DETERMINATION OF THE TOTAL ANNUAL Mgmt For For COMPENSATION OF THE DIRECTORS 11 APPROVAL OF THE DIRECTORS COMPENSATION Mgmt For For POLICY 12 RENEWAL OF THE TERM OF OFFICE OF MR. L?O Mgmt For For APOTHEKER 13 RENEWAL OF THE TERM OF OFFICE OF MR. Mgmt For For GREGORY SPIERKEL 14 RENEWAL OF THE TERM OF OFFICE OF MR. LIP-BU Mgmt For For TAN 15 APPOINTMENT OF MR. ABHAY PARASNIS AS A Mgmt For For DIRECTOR 16 APPOINTMENT OF MRS. GIULIA CHIERCHIA AS A Mgmt For For DIRECTOR 17 OPINION ON THE COMPANY CLIMATE STRATEGY Mgmt For For 18 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt For For DIRECTORS TO BUY BACK COMPANY SHARES 19 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO INCREASE THE CAPITAL BY ISSUING ORDINARY SHARES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL OF THE COMPANY WITH SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHT 20 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO INCREASE THE CAPITAL BY ISSUING ORDINARY SHARES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL OF THE COMPANY WITHOUT SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHT THROUGH A PUBLIC OFFERING OTHER THAN THOSE REFERRED TO IN ARTICLE L. 411-2 1N OF THE FRENCH MONETARY AND FINANCIAL CODE 21 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO INCREASE THE CAPITAL BY ISSUING ORDINARY SHARES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL OF THE COMPANY WITHOUT SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHT THROUGH AN OFFERING IN ACCORDANCE WITH ARTICLE L. 411-2 1N OF THE FRENCH MONETARY AND FINANCIAL CODE 22 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO INCREASE THE NUMBER OF SHARES TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE WITH OR WITHOUT SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHT 23 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO INCREASE THE CAPITAL BY ISSUING ORDINARY SHARES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL OF THE COMPANY WITHOUT SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHT IN CONSIDERATION FOR CONTRIBUTIONS IN KIND TO THE COMPANY 24 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO INCREASE THE CAPITAL BY CAPITALIZING ADDITIONAL PAID-IN CAPITAL, RESERVES, EARNINGS OR OTHER 25 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO UNDERTAKE CAPITAL INCREASES RESERVED FOR PARTICIPANTS IN A COMPANY SAVINGS PLAN WITHOUT SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHT 26 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO UNDERTAKE CAPITAL INCREASES RESERVED FOR EMPLOYEES OF CERTAIN NON-FRENCH SUBSIDIARIES OF THE GROUP, DIRECTLY OR VIA ENTITIES ACTING TO OFFER THOSE EMPLOYEES BENEFITS COMPARABLE TO THOSE OFFERED TO PARTICIPANTS IN A COMPANY SAVINGS PLAN WITHOUT SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHT 27 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt For For CANCEL SHARES OF THE COMPANY BOUGHT BACK BY THE COMPANY UNDER THE SHARE BUYBACK PROGRAMS 28 POWERS FOR FORMALITIES Mgmt For For CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://www.journal-officiel.gouv.fr/telech argements/BALO/pdf/2023/0327/202303272300691 .pdf CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting THAT IF YOU ARE CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE -------------------------------------------------------------------------------------------------------------------------- SSE PLC Agenda Number: 715813766 -------------------------------------------------------------------------------------------------------------------------- Security: G8842P102 Meeting Type: AGM Meeting Date: 21-Jul-2022 Ticker: ISIN: GB0007908733 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 RECEIVE THE REPORT AND ACCOUNTS 2022 Mgmt For For 2 APPROVE THE REMUNERATION REPORT 2022 Mgmt For For 3 APPROVE THE REMUNERATION POLICY 2022 Mgmt For For 4 AMENDMENTS TO THE SSE PLC PERFORMANCE SHARE Mgmt For For PLAN RULES (THE PSP RULES) 5 DECLARE A FINAL DIVIDEND Mgmt For For 6 RE-APPOINT GREGOR ALEXANDER Mgmt Against Against 7 APPOINT DAME ELISH ANGIOLINI Mgmt For For 8 APPOINT JOHN BASON Mgmt For For 9 RE-APPOINT DAME SUE BRUCE Mgmt For For 10 RE-APPOINT TONY COCKER Mgmt For For 11 APPOINT DEBBIE CROSBIE Mgmt For For 12 RE-APPOINT PETER LYNAS Mgmt For For 13 RE-APPOINT HELEN MAHY Mgmt For For 14 RE-APPOINT SIR JOHN MANZONI Mgmt For For 15 RE-APPOINT ALISTAIR PHILLIPS-DAVIES Mgmt For For 16 RE-APPOINT MARTIN PIBWORTH Mgmt For For 17 RE-APPOINT MELANIE SMITH Mgmt For For 18 RE-APPOINT DAME ANGELA STRANK Mgmt For For 19 APPOINT ERNST AND YOUNG LLP AS AUDITOR Mgmt For For 20 AUTHORISE THE AUDIT COMMITTEE TO AGREE THE Mgmt For For AUDITOR'S REMUNERATION 21 RECEIVE THE NET ZERO TRANSITION REPORT 2022 Mgmt For For 22 AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For 23 SPECIAL RESOLUTION TO DISAPPLY PRE- EMPTION Mgmt For For RIGHTS 24 SPECIAL RESOLUTION TO EMPOWER THE COMPANY Mgmt For For TO PURCHASE ITS OWN ORDINARY SHARES 25 SPECIAL RESOLUTION TO APPROVE 14 DAYS' Mgmt For For NOTICE OF GENERAL MEETINGS CMMT 20 JUN 2022: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO CHANGE OF THE MEETING DATE FROM 27 JUL 2022 TO 21 JUL 2022. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- STANTEC INC Agenda Number: 716877088 -------------------------------------------------------------------------------------------------------------------------- Security: 85472N109 Meeting Type: AGM Meeting Date: 11-May-2023 Ticker: ISIN: CA85472N1096 -------------------------------------------------------------------------------------------------------------------------- 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 1.1 TO 1.10 AND 3 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBER 2. THANK YOU 1.1 ELECTION OF DIRECTOR: DOUGLAS K. AMMERMAN Mgmt Against Against 1.2 ELECTION OF DIRECTOR: MARTIN A. A PORTA Mgmt For For 1.3 ELECTION OF DIRECTOR: SHELLEY A. M. BROWN Mgmt For For 1.4 ELECTION OF DIRECTOR: ANGELINE G. CHEN Mgmt For For 1.5 ELECTION OF DIRECTOR: PATRICIA D. GALLOWAY Mgmt For For 1.6 ELECTION OF DIRECTOR: ROBERT J. GOMES Mgmt For For 1.7 ELECTION OF DIRECTOR: GORDON A. JOHNSTON Mgmt For For 1.8 ELECTION OF DIRECTOR: DONALD J. LOWRY Mgmt For For 1.9 ELECTION OF DIRECTOR: MARIE-LUCIE MORIN Mgmt For For 1.10 ELECTION OF DIRECTOR: CELINA J. WANG DOKA Mgmt For For 2 RESOLVED THAT THE SHAREHOLDERS APPROVE THE Mgmt For For REAPPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS STANTEC'S AUDITOR AND AUTHORIZE THE DIRECTORS TO FIX THE AUDITOR'S REMUNERATION 3 RESOLVED, ON AN ADVISORY BASIS AND NOT TO Mgmt For For DIMINISH THE ROLE AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS, THAT THE SHAREHOLDERS ACCEPT THE APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN STANTEC'S MANAGEMENT INFORMATION CIRCULAR DELIVERED IN ADVANCE OF THE MEETING -------------------------------------------------------------------------------------------------------------------------- SUNNOVA ENERGY INTERNATIONAL INC Agenda Number: 935809282 -------------------------------------------------------------------------------------------------------------------------- Security: 86745K104 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: NOVA ISIN: US86745K1043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Class I Director to serve Mgmt Withheld Against three-year terms: William J. Berger 1.2 Election of Class I Director to serve Mgmt Withheld Against three-year terms: Rahman D'Argenio 1.3 Election of Class I Director to serve Mgmt Withheld Against three-year terms: Michael C. Morgan 2. To approve, in a non-binding advisory vote, Mgmt Against Against the compensation of our named executive officers. 3. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2023. -------------------------------------------------------------------------------------------------------------------------- SWEETGREEN, INC. Agenda Number: 935837558 -------------------------------------------------------------------------------------------------------------------------- Security: 87043Q108 Meeting Type: Annual Meeting Date: 15-Jun-2023 Ticker: SG ISIN: US87043Q1085 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Neil Blumenthal Mgmt Withheld Against Julie Bornstein Mgmt Withheld Against Cliff Burrows Mgmt For For Nicolas Jammet Mgmt Withheld Against Valerie Jarrett Mgmt Withheld Against Youngme Moon Mgmt Withheld Against Jonathan Neman Mgmt Withheld Against Nathaniel Ru Mgmt Withheld Against Bradley Singer Mgmt For For 2. Advisory vote on the frequency of Mgmt 1 Year For stockholder advisory votes on executive compensation. 3. Ratification of 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, 2023. -------------------------------------------------------------------------------------------------------------------------- TE CONNECTIVITY LTD Agenda Number: 935772613 -------------------------------------------------------------------------------------------------------------------------- Security: H84989104 Meeting Type: Annual Meeting Date: 15-Mar-2023 Ticker: TEL ISIN: CH0102993182 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jean-Pierre Clamadieu Mgmt For For 1b. Election of Director: Terrence R. Curtin Mgmt For For 1c. Election of Director: Carol A. ("John") Mgmt For For Davidson 1d. Election of Director: Lynn A. Dugle Mgmt For For 1e. Election of Director: William A. Jeffrey Mgmt For For 1f. Election of Director: Syaru Shirley Lin Mgmt For For 1g. Election of Director: Thomas J. Lynch Mgmt For For 1h. Election of Director: Heath A. Mitts Mgmt Against Against 1i. Election of Director: Abhijit Y. Talwalkar Mgmt Against Against 1j. Election of Director: Mark C. Trudeau Mgmt For For 1k. Election of Director: Dawn C. Willoughby Mgmt For For 1l. Election of Director: Laura H. Wright Mgmt Against Against 2. To elect Thomas J. Lynch as the Chairman of Mgmt For For the Board of Directors 3a. To elect the individual member of the Mgmt Against Against Management Development and Compensation Committee: Abhijit Y. Talwalkar 3b. To elect the individual member of the Mgmt For For Management Development and Compensation Committee: Mark C. Trudeau 3c. To elect the individual member of the Mgmt For For Management Development and Compensation Committee: Dawn C. Willoughby 4. To elect Dr. Rene Schwarzenbach, of Proxy Mgmt For For Voting Services GmbH, or another individual representative of Proxy Voting Services GmbH if Dr. Schwarzenbach is unable to serve at the relevant meeting, as the independent proxy at the 2024 annual meeting of TE Connectivity and any shareholder meeting that may be held prior to that meeting. 5.1 To approve the 2022 Annual Report of TE Mgmt For For Connectivity Ltd. (excluding the statutory financial statements for the fiscal year ended September 30, 2022, the consolidated financial statements for the fiscal year ended September 30, 2022 and the Swiss Statutory Compensation Report for the fiscal year ended September 30, 2022). 5.2 To approve the statutory financial Mgmt For For statements of TE Connectivity Ltd. for the fiscal year ended September 30, 2022. 5.3 To approve the consolidated financial Mgmt For For statements of TE Connectivity Ltd. for the fiscal year ended September 30, 2022. 6. To release the members of the Board of Mgmt For For Directors and executive officers of TE Connectivity for activities during the fiscal year ended September 30, 2022. 7.1 To elect Deloitte & Touche LLP as TE Mgmt For For Connectivity's independent registered public accounting firm for fiscal year 2023. 7.2 To elect Deloitte AG, Zurich, Switzerland, Mgmt For For as TE Connectivity's Swiss registered auditor until the next annual general meeting of TE Connectivity. 7.3 To elect PricewaterhouseCoopers AG, Zurich, Mgmt For For Switzerland, as TE Connectivity's special auditor until the next annual general meeting of TE Connectivity. 8. An advisory vote to approve named executive Mgmt For For officer compensation. 9. An advisory vote on the frequency of an Mgmt 1 Year For advisory vote to approve named executive officer compensation. 10. An advisory vote to approve the Swiss Mgmt For For Statutory Compensation Report for the fiscal year ended September 30, 2022. 11. A binding vote to approve fiscal year 2024 Mgmt For For maximum aggregate compensation amount for executive management. 12. A binding vote to approve fiscal year 2024 Mgmt For For maximum aggregate compensation amount for the Board of Directors. 13. To approve the carryforward of Mgmt For For unappropriated accumulated earnings at September 30, 2022. 14. To approve a dividend payment to Mgmt For For shareholders equal to $2.36 per issued share to be paid in four equal quarterly installments of $0.59 starting with the third fiscal quarter of 2023 and ending in the second fiscal quarter of 2024 pursuant to the terms of the dividend resolution. 15. To approve an authorization relating to TE Mgmt For For Connectivity's Share Repurchase Program. 16. To approve a reduction of share capital for Mgmt For For shares acquired under TE Connectivity's share repurchase program and related amendments to the articles of association of TE Connectivity Ltd. 17. To approve changes to share capital and Mgmt For For related amendments to the articles of association of TE Connectivity Ltd. -------------------------------------------------------------------------------------------------------------------------- TELEDYNE TECHNOLOGIES INCORPORATED Agenda Number: 935781232 -------------------------------------------------------------------------------------------------------------------------- Security: 879360105 Meeting Type: Annual Meeting Date: 26-Apr-2023 Ticker: TDY ISIN: US8793601050 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Kenneth C. Dahlberg Mgmt Against Against 1.2 Election of Director: Michelle A. Kumbier Mgmt Against Against 1.3 Election of Director: Robert A. Malone Mgmt Against Against 2. Ratification of the appointment of Deloitte Mgmt Against Against & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2023. 3. Approval of a non-binding advisory Mgmt For For resolution on the Company's executive compensation. 4. Approval of a non-binding advisory Mgmt 1 Year For resolution on the frequency of future stockholder votes on the Company's executive compensation. -------------------------------------------------------------------------------------------------------------------------- TETRA TECH, INC. Agenda Number: 935756594 -------------------------------------------------------------------------------------------------------------------------- Security: 88162G103 Meeting Type: Annual Meeting Date: 28-Feb-2023 Ticker: TTEK ISIN: US88162G1031 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Dan L. Batrack Mgmt For For 1B. Election of Director: Gary R. Birkenbeuel Mgmt For For 1C. Election of Director: Prashant Gandhi Mgmt For For 1D. Election of Director: Joanne M. Maguire Mgmt For For 1E. Election of Director: Christiana Obiaya Mgmt For For 1F. Election of Director: Kimberly E. Ritrievi Mgmt For For 1G. Election of Director: J. Kenneth Thompson Mgmt Against Against 1H. Election of Director: Kirsten M. Volpi Mgmt For For 2. To approve, on an advisory basis, the Mgmt For For Company's named executive officers' compensation. 3. To indicate, on an advisory basis, the Mgmt 1 Year For preferred frequency of future advisory votes on the Company's named executive officers' compensation. 4. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2023. -------------------------------------------------------------------------------------------------------------------------- THE AZEK COMPANY INC. Agenda Number: 935756582 -------------------------------------------------------------------------------------------------------------------------- Security: 05478C105 Meeting Type: Annual Meeting Date: 28-Feb-2023 Ticker: AZEK ISIN: US05478C1053 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Gary Hendrickson Mgmt For For Howard Heckes Mgmt For For Bennett Rosenthal Mgmt For For Jesse Singh 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 September 30, 2023. 3. To approve, on an advisory, non-binding Mgmt For For basis, the compensation of our named executive officers. 4. To approve an amendment to our restated Mgmt For For certificate of incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law. -------------------------------------------------------------------------------------------------------------------------- THE TIMKEN COMPANY Agenda Number: 935783692 -------------------------------------------------------------------------------------------------------------------------- Security: 887389104 Meeting Type: Annual Meeting Date: 05-May-2023 Ticker: TKR ISIN: US8873891043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Maria A. Crowe Mgmt For For Elizabeth A. Harrell Mgmt For For Richard G. Kyle Mgmt For For Sarah C. Lauber Mgmt For For John A. Luke, Jr. Mgmt For For Christopher L. Mapes Mgmt Withheld Against James F. Palmer Mgmt For For Ajita G. Rajendra Mgmt For For Frank C. Sullivan Mgmt For For John M. Timken, Jr. Mgmt For For Ward J. Timken, Jr. Mgmt For For 2. Approval, on an advisory basis, of our Mgmt For For named executive officer compensation. 3. Recommendation, on an advisory basis, of Mgmt 1 Year For the frequency (every 1, 2 or 3 years) of the shareholder advisory vote on named executive officer compensation. 4. Ratification of the appointment of Ernst & Mgmt For For Young LLP as our independent auditor for the fiscal year ending December 31, 2023. 5. Approval of amendments to our Amended Mgmt For For Articles of Incorporation and Amended Regulations to reduce certain shareholder voting requirement thresholds. 6. Consideration of a shareholder proposal Mgmt For Against requesting our Board to take the steps necessary to amend the 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. -------------------------------------------------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Agenda Number: 935803709 -------------------------------------------------------------------------------------------------------------------------- Security: 883556102 Meeting Type: Annual Meeting Date: 24-May-2023 Ticker: TMO ISIN: US8835561023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Marc N. Casper Mgmt For For 1b. Election of Director: Nelson J. Chai Mgmt Against Against 1c. Election of Director: Ruby R. Chandy Mgmt Against Against 1d. Election of Director: C. Martin Harris Mgmt Against Against 1e. Election of Director: Tyler Jacks Mgmt For For 1f. Election of Director: R. Alexandra Keith Mgmt For For 1g. Election of Director: James C. Mullen Mgmt For For 1h. Election of Director: Lars R. Sorensen Mgmt For For 1i. Election of Director: Debora L. Spar Mgmt Against Against 1j. Election of Director: Scott M. Sperling Mgmt For For 1k. Election of Director: Dion J. Weisler Mgmt Against Against 2. An advisory vote to approve named executive Mgmt Against Against officer compensation. 3. An advisory vote on the frequency of future Mgmt 1 Year For named executive officer advisory votes. 4. Ratification of the Audit Committee's Mgmt Against Against selection of PricewaterhouseCoopers LLP as the Company's independent auditors for 2023. 5. Approval of the Company's Amended and Mgmt For For Restated 2013 Stock Incentive Plan. 6. Approval of the Company's 2023 Global Mgmt For For Employee Stock Purchase Plan. -------------------------------------------------------------------------------------------------------------------------- TRIMBLE INC. Agenda Number: 935830059 -------------------------------------------------------------------------------------------------------------------------- Security: 896239100 Meeting Type: Annual Meeting Date: 01-Jun-2023 Ticker: TRMB ISIN: US8962391004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR James C. Dalton Mgmt For For Borje Ekholm Mgmt For For Ann Fandozzi Mgmt For For Kaigham (Ken) Gabriel Mgmt For For Meaghan Lloyd Mgmt For For Sandra MacQuillan Mgmt For For Robert G. Painter Mgmt For For Mark S. Peek Mgmt For For Thomas Sweet Mgmt For For Johan Wibergh Mgmt For For 2. Advisory vote to approve executive Mgmt For For compensation 3. Advisory vote on the frequency of executive Mgmt 1 Year For compensation votes 4. Ratification of the appointment of Ernst & Mgmt For For Young LLP as the Company's independent registered public accounting firm for fiscal 2023 -------------------------------------------------------------------------------------------------------------------------- VERISK ANALYTICS, INC. Agenda Number: 935809458 -------------------------------------------------------------------------------------------------------------------------- Security: 92345Y106 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: VRSK ISIN: US92345Y1064 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Vincent K. Brooks Mgmt For For 1b. Election of Director: Jeffrey Dailey Mgmt For For 1c. Election of Director: Wendy Lane Mgmt For For 1d. Election of Director: Lee M. Shavel Mgmt For For 1e. Election of Director: Kimberly S. Stevenson Mgmt For For 1f. Election of Director: Olumide Soroye Mgmt For For 2. To approve executive compensation on an Mgmt For For advisory, non-binding basis. 3. To recommend the frequency of executive Mgmt 1 Year For compensation votes on an advisory, non-binding basis. 4. To ratify the appointment of Deloitte & Mgmt For For Touche LLP as our independent auditor for the 2023 fiscal year. -------------------------------------------------------------------------------------------------------------------------- VESTAS WIND SYSTEMS A/S Agenda Number: 716765663 -------------------------------------------------------------------------------------------------------------------------- Security: K9773J201 Meeting Type: AGM Meeting Date: 12-Apr-2023 Ticker: ISIN: DK0061539921 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING INSTRUCTIONS FOR MOST MEETINGS ARE Non-Voting CAST BY THE REGISTRAR IN ACCORDANCE WITH YOUR VOTING INSTRUCTIONS. FOR THE SMALL NUMBER OF MEETINGS WHERE THERE IS NO REGISTRAR, YOUR VOTING INSTRUCTIONS WILL BE CAST BY THE CHAIRMAN OF THE BOARD (OR A BOARD MEMBER) AS PROXY. THE CHAIRMAN (OR A BOARD MEMBER) MAY CHOOSE TO ONLY CAST PRO-MANAGEMENT VOTING INSTRUCTIONS. TO GUARANTEE YOUR VOTING INSTRUCTIONS AGAINST MANAGEMENT ARE CAST, YOU MAY SUBMIT A REQUEST TO ATTEND THE MEETING IN PERSON. THE SUB CUSTODIAN BANKS OFFER REPRESENTATION SERVICES FOR AN ADDED FEE, IF REQUESTED. CMMT SPLIT AND PARTIAL VOTING IS NOT AUTHORIZED Non-Voting FOR A BENEFICIAL OWNER IN THE DANISH MARKET. CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED. CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 6.A TO 6.G AND 7. THANK YOU 1 THE BOARD OF DIRECTORS' REPORT Non-Voting 2 PRESENTATION AND ADOPTION OF THE ANNUAL Mgmt For For REPORT 3 RESOLUTION FOR THE ALLOCATION OF THE RESULT Mgmt For For OF THE YEAR 4 PRESENTATION AND ADVISORY VOTE ON THE Mgmt For For REMUNERATION REPORT 5 APPROVAL OF THE BOARD OF DIRECTORS' Mgmt For For REMUNERATION 6.A RE-ELECTION OF ANDERS RUNEVAD TO THE BOARD Mgmt For For OF THE DIRECTOR 6.B RE-ELECTION OF BRUCE GRANT TO THE BOARD OF Mgmt For For THE DIRECTOR 6.C RE-ELECTION OF EVA MERETE SOFELDE BERNEKE Mgmt Abstain Against TO THE BOARD OF THE DIRECTOR 6.D RE-ELECTION OF HELLE THORNING-SCHMIDT TO Mgmt For For THE BOARD OF THE DIRECTOR 6.E RE-ELECTION OF KARL-HENRIK SUNDSTROM TO THE Mgmt Abstain Against BOARD OF THE DIRECTOR 6.F RE-ELECTION OF KENTARO HOSOMI TO THE BOARD Mgmt For For OF THE DIRECTOR 6.G RE-ELECTION OF LENA OLVING TO THE BOARD OF Mgmt Abstain Against THE DIRECTOR 7 RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt Abstain Against STATSAUTORISERET REVISIONSPARTNERSELSKAB AS AUDITOR 8.1 PROPOSALS FROM THE BOARD OF DIRECTORS: Mgmt For For RENEWAL OF THE AUTHORISATION TO ACQUIRE TREASURY SHARES AUTHORISATION TO ACQUIRE TREASURY SHARES UNTIL 31 DECEMBER 2024 9 AUTHORISATION OF THE CHAIRMAN OF THE Mgmt For For GENERAL MEETING 10 ANY OTHER BUSINESS Non-Voting CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting THAT IF YOU ARE CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE CMMT 13 MAR 2023: PLEASE NOTE THAT IF YOU HOLD Non-Voting CREST DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE AT THIS MEETING, YOU (OR YOUR CREST SPONSORED MEMBER/CUSTODIAN) WILL BE REQUIRED TO INSTRUCT A TRANSFER OF THE RELEVANT CDIS TO THE ESCROW ACCOUNT SPECIFIED IN THE ASSOCIATED CORPORATE EVENT IN THE CREST SYSTEM. THIS TRANSFER WILL NEED TO BE COMPLETED BY THE SPECIFIED CREST SYSTEM DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE CDIS WILL BE BLOCKED IN THE CREST SYSTEM. THE CDIS WILL TYPICALLY BE RELEASED FROM ESCROW AS SOON AS PRACTICABLE ON RECORD DATE +1 DAY (OR ON MEETING DATE +1 DAY IF NO RECORD DATE APPLIES) UNLESS OTHERWISE SPECIFIED, AND ONLY AFTER THE AGENT HAS CONFIRMED AVAILABILITY OF THE POSITION. IN ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED POSITION MUST BE BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN THE CREST SYSTEM. BY VOTING ON THIS MEETING, YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY USE YOUR VOTE INSTRUCTION AS THE AUTHORIZATION TO TAKE THE NECESSARY ACTION WHICH WILL INCLUDE TRANSFERRING YOUR INSTRUCTED POSITION TO ESCROW. PLEASE CONTACT YOUR CREST SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR FURTHER INFORMATION ON THE CUSTODY PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE INSTRUCTIONS FROM YOU CMMT 13 MAR 2023: PLEASE NOTE SHARE BLOCKING Non-Voting WILL APPLY FOR ANY VOTED POSITIONS SETTLING THROUGH EUROCLEAR BANK. CMMT 13 MAR 2023: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO ADDITION OF COMMENTS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- WEC ENERGY GROUP, INC. Agenda Number: 935778247 -------------------------------------------------------------------------------------------------------------------------- Security: 92939U106 Meeting Type: Annual Meeting Date: 04-May-2023 Ticker: WEC ISIN: US92939U1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director for a 1-year term Mgmt For For expiring in 2024: Ave M. Bie 1b. Election of Director for a 1-year term Mgmt For For expiring in 2024: Curt S. Culver 1c. Election of Director for a 1-year term Mgmt Against Against expiring in 2024: Danny L. Cunningham 1d. Election of Director for a 1-year term Mgmt Against Against expiring in 2024: William M. Farrow III 1e. Election of Director for a 1-year term Mgmt For For expiring in 2024: Cristina A. Garcia-Thomas 1f. Election of Director for a 1-year term Mgmt Against Against expiring in 2024: Maria C. Green 1g. Election of Director for a 1-year term Mgmt Against Against expiring in 2024: Gale E. Klappa 1h. Election of Director for a 1-year term Mgmt For For expiring in 2024: Thomas K. Lane 1i. Election of Director for a 1-year term Mgmt For For expiring in 2024: Scott J. Lauber 1j. Election of Director for a 1-year term Mgmt For For expiring in 2024: Ulice Payne, Jr. 1k. Election of Director for a 1-year term Mgmt For For expiring in 2024: Mary Ellen Stanek 1l. Election of Director for a 1-year term Mgmt Against Against expiring in 2024: Glen E. Tellock 2. Ratification of Deloitte & Touche LLP as Mgmt For For independent auditors for 2023. 3. Advisory vote to establish the frequency of Mgmt 1 Year For "say-on-pay" vote. 4. Advisory vote to approve executive Mgmt For For compensation of the named executive officers. -------------------------------------------------------------------------------------------------------------------------- XYLEM INC. Agenda Number: 935836936 -------------------------------------------------------------------------------------------------------------------------- Security: 98419M100 Meeting Type: Special Meeting Date: 11-May-2023 Ticker: XYL ISIN: US98419M1009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Proposal to approve the issuance of shares Mgmt For For of Xylem Inc. common stock to the holders of Evoqua Water Technologies Corp. common stock pursuant to the terms and conditions of that certain Agreement and Plan of Merger, dated as of January 22, 2023, by and among Xylem Inc., Fore Merger Sub, Inc. and Evoqua Water Technologies Corp. 2. Proposal to approve the adjournment of the Mgmt For For Xylem Inc. special meeting of shareholders to a later date or time, as necessary or appropriate, in the event there are insufficient votes at the special meeting of shareholders to approve the Share Issuance Proposal. -------------------------------------------------------------------------------------------------------------------------- XYLEM INC. Agenda Number: 935794063 -------------------------------------------------------------------------------------------------------------------------- Security: 98419M100 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: XYL ISIN: US98419M1009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jeanne Beliveau-Dunn Mgmt For For 1b. Election of Director: Patrick K. Decker Mgmt For For 1c. Election of Director: Earl R. Ellis Mgmt For For 1d. Election of Director: Robert F. Friel Mgmt For For 1e. Election of Director: Victoria D. Harker Mgmt For For 1f. Election of Director: Steven R. Loranger Mgmt For For 1g. Election of Director: Mark D. Morelli Mgmt For For 1h. Election of Director: Jerome A. Peribere Mgmt For For 1i. Election of Director: Lila Tretikov Mgmt For For 1j. Election of Director: Uday Yadav Mgmt For For 2. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. 3. Advisory vote to approve the compensation Mgmt Against Against of our named executive officers. 4. Shareholder proposal requesting a policy Shr For Against requiring an independent board chair, if properly presented at the meeting. Rockefeller Core Taxable Bond Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. Rockefeller Equity Allocation -------------------------------------------------------------------------------------------------------------------------- ABIOMED, INC. Agenda Number: 935680670 -------------------------------------------------------------------------------------------------------------------------- Security: 003654100 Meeting Type: Annual Meeting Date: 10-Aug-2022 Ticker: ABMD ISIN: US0036541003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michael R. Minogue Mgmt For For Martin P. Sutter Mgmt Withheld Against Paula A. Johnson Mgmt For For 2. Approval, by non-binding advisory vote, of Mgmt Against Against the compensation of our named executive officers. 3. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023. -------------------------------------------------------------------------------------------------------------------------- DECKERS OUTDOOR CORPORATION Agenda Number: 935691483 -------------------------------------------------------------------------------------------------------------------------- Security: 243537107 Meeting Type: Annual Meeting Date: 12-Sep-2022 Ticker: DECK ISIN: US2435371073 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michael F. Devine, III Mgmt For For David A. Burwick Mgmt For For Nelson C. Chan Mgmt For For Cynthia L. Davis Mgmt For For Juan R. Figuereo Mgmt For For Maha S. Ibrahim Mgmt For For Victor Luis Mgmt For For Dave Powers Mgmt For For Lauri M. Shanahan Mgmt Withheld Against Bonita C. Stewart Mgmt For For 2. To ratify the selection of KPMG LLP as our Mgmt For For independent registered public accounting firm for our fiscal year ending March 31, 2023. 3. To approve, on a non-binding advisory Mgmt For For basis, the compensation of our Named Executive Officers, as disclosed in the "Compensation Discussion and Analysis" section of the Proxy Statement. -------------------------------------------------------------------------------------------------------------------------- NEW RELIC, INC. Agenda Number: 935683979 -------------------------------------------------------------------------------------------------------------------------- Security: 64829B100 Meeting Type: Annual Meeting Date: 17-Aug-2022 Ticker: NEWR ISIN: US64829B1008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Hope Cochran Mgmt For For Anne DelSanto Mgmt Withheld Against Susan D. Arthur Mgmt For For Phalachandra Bhat Mgmt For For Caroline W. Carlisle Mgmt For For Kevin Galligan Mgmt For For William Staples Mgmt For For 2. To approve, on an advisory basis, the Mgmt For For compensation of the Company's Named Executive Officers as disclosed in the Proxy Statement. 3. To indicate, on an advisory basis, the Mgmt 1 Year For frequency of solicitation of advisory stockholder approval of compensation of the Company's Named Executive Officers. 4. 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 of the Company for its fiscal year ending March 31, 2023. -------------------------------------------------------------------------------------------------------------------------- RALPH LAUREN CORPORATION Agenda Number: 935680668 -------------------------------------------------------------------------------------------------------------------------- Security: 751212101 Meeting Type: Annual Meeting Date: 04-Aug-2022 Ticker: RL ISIN: US7512121010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michael A. George Mgmt Withheld Against Linda Findley Mgmt Withheld Against Hubert Joly Mgmt For For 2. Ratification of appointment of Ernst & Mgmt Against Against Young LLP as our independent registered public accounting firm for the fiscal year ending April 1, 2023. 3. Approval, on an advisory basis, of the Mgmt Against Against compensation of our named executive officers and our compensation philosophy, policies and practices as described in the accompanying Proxy Statement. Rockefeller Intermediate Tax Exempt National Bond Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. Rockefeller Intermediate Tax Exempt New York Bond Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. * 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) Trust for Professional Managers By (Signature) /s/ John Buckel Name John Buckel Title President Date 08/25/2023