| IVA FIDUCIARY
TRUST |
|
| |
| (Exact name
of registrant as specified in charter) |
|
| 717 Fifth
Avenue, 10th Floor, New York, NY 10022 |
|
| |
| (Address
of principal executive offices) (zip code) |
|
| Michael
W. Malafronte |
| International
Value Advisers, LLC |
| 717 Fifth
Avenue |
| 10th Floor |
| New York,
NY 10022 |
|
| (Name and
address of agent for service) |
|
| Copy to: |
|
| Michael
S. Caccese |
| K&L
Gates LLP |
| State Street
Financial Center |
| One Lincoln
Street |
| Boston,
Massachusetts 02111-2950 |
|
| Brian F.
Link, Esq. |
| State Street
Bank and Trust Company |
| Mail Code:
SUM0703 |
| 100 Summer
Street, 7th Floor |
| Boston,
MA 02111 |
|
|
| Registrant’s telephone number, including area code: (212) 584-3570 |
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
Appoint a
Director Tanikawa, Masato |
|
Management |
|
For |
|
For |
|
| 1.2 |
|
Appoint a
Director Yamakage, Takashi |
|
Management |
|
For |
|
For |
|
| 1.3 |
|
Appoint a
Director Kiyosawa, Satoshi |
|
Management |
|
For |
|
For |
|
| 1.4 |
|
Appoint a
Director Konishi, Yukichi |
|
Management |
|
For |
|
For |
|
| 1.5 |
|
Appoint a
Director Saito, Morio |
|
Management |
|
For |
|
For |
|
| 1.6 |
|
Appoint a
Director Yasuda, Isao |
|
Management |
|
For |
|
For |
|
| 1.7 |
|
Appoint a
Director Mano, Tatsuya |
|
Management |
|
For |
|
For |
|
| 1.8 |
|
Appoint a
Director Uchida, Yasuro |
|
Management |
|
For |
|
For |
|
| 3 |
|
RELEASE OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 4.1 |
|
ELECTION OF
THE BOARD OF DIRECTOR AND ITS CHAIRMAN: JOHANN RUPERT |
|
Management |
|
For |
|
For |
|
| 4.2 |
|
ELECTION OF
THE BOARD OF DIRECTOR: YVES-ANDRE ISTEL |
|
Management |
|
For |
|
For |
|
| 4.3 |
|
ELECTION OF
THE BOARD OF DIRECTOR: JOSUA MALHERBE |
|
Management |
|
For |
|
For |
|
| 4.4 |
|
ELECTION OF
THE BOARD OF DIRECTOR: JEAN-BLAISE ECKERT |
|
Management |
|
For |
|
For |
|
| 4.5 |
|
ELECTION OF
THE BOARD OF DIRECTOR: BERNARD FORNAS |
|
Management |
|
For |
|
For |
|
| 4.6 |
|
ELECTION OF
THE BOARD OF DIRECTOR: RICHARD LEPEU |
|
Management |
|
For |
|
For |
|
| 4.7 |
|
ELECTION OF
THE BOARD OF DIRECTOR: RUGGERO MAGNONI |
|
Management |
|
For |
|
For |
|
| 4.8 |
|
ELECTION OF
THE BOARD OF DIRECTOR: SIMON MURRAY |
|
Management |
|
For |
|
For |
|
| 4.9 |
|
ELECTION OF
THE BOARD OF DIRECTOR: GUILLAUME PICTET |
|
Management |
|
For |
|
For |
|
| 4.10 |
|
ELECTION OF
THE BOARD OF DIRECTOR: NORBERT PLATT |
|
Management |
|
For |
|
For |
|
| 4.11 |
|
ELECTION OF
THE BOARD OF DIRECTOR: ALAN QUASHA |
|
Management |
|
For |
|
For |
|
| 4.12 |
|
ELECTION OF
THE BOARD OF DIRECTOR: MARIA RAMOS |
|
Management |
|
For |
|
For |
|
| 4.13 |
|
ELECTION OF
THE BOARD OF DIRECTOR: LORD RENWICK OF CLIFTON |
|
Management |
|
For |
|
For |
|
| 4.14 |
|
ELECTION OF
THE BOARD OF DIRECTOR: JAN RUPERT |
|
Management |
|
For |
|
For |
|
| 4.15 |
|
ELECTION OF
THE BOARD OF DIRECTOR: GARY SAAGE |
|
Management |
|
For |
|
For |
|
| 4.16 |
|
ELECTION OF
THE BOARD OF DIRECTOR: JUERGEN SCHREMPP |
|
Management |
|
For |
|
For |
|
| 4.17 |
|
ELECTION OF
THE BOARD OF DIRECTOR: THE DUKE OF WELLINGTON |
|
Management |
|
For |
|
For |
|
| 4.18 |
|
ELECTION OF
THE BOARD OF DIRECTOR: JEFF MOSS |
|
Management |
|
For |
|
For |
|
| 4.19 |
|
ELECTION OF
THE BOARD OF DIRECTOR: CYRILLE VIGNERON |
|
Management |
|
For |
|
For |
|
| 5.1 |
|
ELECTION OF
THE COMPENSATION COMMITTEE: LORD RENWICK OF CLIFTON |
|
Management |
|
For |
|
For |
|
| 5.2 |
|
ELECTION OF
THE COMPENSATION COMMITTEE: YVES-ANDRE ISTEL |
|
Management |
|
For |
|
For |
|
| 5.3 |
|
ELECTION OF
THE COMPENSATION COMMITTEE: THE DUKE OF WELLINGTON |
|
Management |
|
For |
|
For |
|
| 6 |
|
RE-ELECTION
OF THE AUDITOR: THE BOARD OF DIRECTORS PROPOSES THAT PRICEWATERHOUSECOOPERS BE REAPPOINTED
FOR A FURTHER TERM OF ONE YEAR AS AUDITOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 7 |
|
ELECTION OF
THE INDEPENDENT REPRESENTATIVE: THE BOARD OF DIRECTORS PROPOSES THE ELECTION OF
MAITRE FRANCOISE DEMIERRE MORAND, ETUDE GAMPERT & DEMIERRE, NOTAIRES, AS INDEPENDENT
REPRESENTATIVE OF THE SHAREHOLDERS FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| 8.1 |
|
APPROVAL OF
THE MAXIMUM AGGREGATE AMOUNT OF COMPENSATION OF THE MEMBERS OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 8.2 |
|
APPROVAL OF
THE MAXIMUM AGGREGATE AMOUNT OF FIXED COMPENSATION OF THE MEMBERS OF THE SENIOR
EXECUTIVE COMMITTEE |
|
Management |
|
For |
|
For |
|
| 8.3 |
|
APPROVAL OF
THE MAXIMUM AGGREGATE AMOUNT OF VARIABLE COMPENSATION OF THE MEMBERS OF THE SENIOR
EXECUTIVE COMMITTEE |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Amend Articles
to: Establish the Articles Related to Record Date for Dividends |
|
Management |
|
For |
|
For |
|
| 2 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 3.1 |
|
Appoint a
Director except as Supervisory Committee Members Saneyoshi, Masatomo |
|
Management |
|
For |
|
For |
|
| 3.2 |
|
Appoint a
Director except as Supervisory Committee Members Hirasawa, Yoshimi |
|
Management |
|
For |
|
For |
|
| 3.3 |
|
Appoint a
Director except as Supervisory Committee Members Matsumoto, Toshikazu |
|
Management |
|
For |
|
For |
|
| 3.4 |
|
Appoint a
Director except as Supervisory Committee Members Takeda, Masato |
|
Management |
|
For |
|
For |
|
| 3.5 |
|
Appoint a
Director except as Supervisory Committee Members Inoue, Jun |
|
Management |
|
For |
|
For |
|
| 3.6 |
|
Appoint a
Director except as Supervisory Committee Members Hagiwara, Hitoshi |
|
Management |
|
For |
|
For |
|
| 4 |
|
Appoint a
Director as Supervisory Committee Members Yasukata, Yosuke |
|
Management |
|
For |
|
For |
|
| 5 |
|
Appoint Accounting
Auditors |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| |
|
|
|
|
|
|
|
|
|
| E.1 |
|
APPROVAL OF
THE PLAN FOR THE PARTIAL TRANSFER OF ASSETS, UNDER THE FRENCH LEGAL REGIME FOR
DE-MERGERS, FROM THE COMPANY TO ITS SUBSIDIARY: BUREAU VERITAS MARINE & OFFSHORE
- REGISTRE INTERNATIONAL DE CLASSIFICATION DE NAVIRES ET DE PLATEFORMES OFFSHORE
SAS OF THE MARINE & OFFSHORE LINE OF BUSINESS |
|
Management |
|
For |
|
For |
|
| E.2 |
|
APPROVAL OF
THE PLAN FOR THE PARTIAL TRANSFER OF ASSETS, UNDER THE FRENCH LEGAL REGIME FOR
DE-MERGERS, FROM THE COMPANY TO ITS SUBSIDIARY: BUREAU VERITAS GSIT SAS OF THE GSIT
(GOVERNMENT SERVICES AND INTERNATIONAL TRADE) LINE OF BUSINESS |
|
Management |
|
For |
|
For |
|
| E.3 |
|
APPROVAL OF
THE PLAN FOR THE PARTIAL TRANSFER OF ASSETS, UNDER THE FRENCH LEGAL REGIME FOR
DE-MERGERS, FROM THE COMPANY TO ITS SUBSIDIARY: BUREAU VERITAS EXPLOITATION SAS
OF THE OPERATIONS LINE OF BUSINESS, SPECIALISING IN SERVICES DELIVERED IN FRANCE
IN EXISTING ASSETS MANAGEMENT, INDUSTRY, INSPECTION AND MANAGEMENT OF HEALTH, SAFETY AND ENVIRONMENT ISSUES FOR
CLIENTS |
|
Management |
|
For |
|
For |
|
| E.4 |
|
APPROVAL OF
THE PLAN FOR THE PARTIAL TRANSFER OF ASSETS, UNDER THE FRENCH LEGAL REGIME FOR
DE-MERGERS, FROM THE COMPANY TO ITS SUBSIDIARY: BUREAU VERITAS CONSTRUCTION SAS,
OF THE CONSTRUCTION LINE OF BUSINESS, SPECIALISING IN SERVICES DELIVERED IN FRANCE
IN TECHNICAL INSPECTION, ASSET MANAGEMENT ON NEW WORKS AND SAFETY COORDINATION AND HEALTH PROTECTION |
|
Management |
|
For |
|
For |
|
| E.5 |
|
APPROVAL OF
THE PLAN FOR THE PARTIAL TRANSFER OF ASSETS, UNDER THE FRENCH LEGAL REGIME FOR
DE-MERGERS, FROM THE COMPANY TO ITS SUBSIDIARY: BUREAU VERITAS SERVICES FRANCE SAS,
OF THE SUPPORT FRANCE LINE OF BUSINESS, SPECIALISING IN SUPPORTING FRANCE |
|
Management |
|
For |
|
For |
|
| E.6 |
|
APPROVAL OF
THE PLAN FOR THE PARTIAL TRANSFER OF ASSETS, UNDER THE FRENCH LEGAL REGIME FOR
DE-MERGERS, FROM THE COMPANY TO ITS SUBSIDIARY: BUREAU VERITAS SERVICES SAS, OF
THE GROUP SUPPORT LINE OF BUSINESS, SPECIALISING IN SUPPORT DELIVERED IN FRANCE FOR THE GROUP WORLDWIDE |
|
Management |
|
For |
|
For |
|
| 1D. |
|
ELECTION OF
DIRECTOR: JOSE MARIA AZNAR |
|
Management |
|
Against |
|
Against |
|
| 1E. |
|
ELECTION OF
DIRECTOR: NATALIE BANCROFT |
|
Management |
|
Against |
|
Against |
|
| 1F. |
|
ELECTION OF
DIRECTOR: PETER L. BARNES |
|
Management |
|
Against |
|
Against |
|
| 1G. |
|
ELECTION OF
DIRECTOR: ELAINE L. CHAO |
|
Management |
|
Against |
|
Against |
|
| 1H. |
|
ELECTION OF
DIRECTOR: JOEL I. KLEIN |
|
Management |
|
Against |
|
Against |
|
| 1I. |
|
ELECTION OF
DIRECTOR: JAMES R. MURDOCH |
|
Management |
|
Against |
|
Against |
|
| 1J. |
|
ELECTION OF
DIRECTOR: ANA PAULA PESSOA |
|
Management |
|
Against |
|
Against |
|
| 1K. |
|
ELECTION OF
DIRECTOR: MASROOR SIDDIQUI |
|
Management |
|
Against |
|
Against |
|
| 2. |
|
RATIFICATION
OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2017. |
|
Management |
|
For |
|
For |
|
| 3. |
|
ADVISORY VOTE
TO APPROVE EXECUTIVE COMPENSATION. |
|
Management |
|
Against |
|
Against |
|
| 4. |
|
ELIMINATION
OF THE COMPANY’S DUAL CLASS CAPITAL STRUCTURE |
|
Shareholder |
|
For |
|
Against |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
APPROVAL OF
THE ANNUAL CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2015-2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2015-2016 |
|
Management |
|
For |
|
For |
|
| 3 |
|
ALLOCATION
OF INCOME FOR THE FINANCIAL YEAR; SETTING OF DIVIDEND: EUR 2.40 PER SHARE |
|
Management |
|
For |
|
For |
|
| 4 |
|
REGULATED
COMMITMENT IN FAVOUR OF MS SOPHIE BELLON, PRESIDENT OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 5 |
|
REGULATED
COMMITMENT IN FAVOUR OF MICHEL LANDEL, MANAGING DIRECTOR |
|
Management |
|
For |
|
For |
|
| 6 |
|
RENEWAL OF
THE TERM OF MS PATRICIA BELLINGER AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 7 |
|
RENEWAL OF
THE TERM OF MR MICHEL LANDEL AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 8 |
|
APPOINTMENT
OF MS TANDEAU DE MARSAC AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 9 |
|
RENEWAL OF
THE TERM OF PRICEWATERHOUSECOOPERS AUDIT AS JOINT STATUTORY AUDITOR |
|
Management |
|
For |
|
For |
|
| 10 |
|
APPOINTMENT
OF MR JEAN-BAPTISTE DESCHRYVER AS JOINT DEPUTY STATUTORY AUDITOR |
|
Management |
|
For |
|
For |
|
| 11 |
|
SETTING OF
THE ANNUAL AMOUNT OF ATTENDANCE FEES |
|
Management |
|
For |
|
For |
|
| 12 |
|
ADVISORY REVIEW
OF THE COMPENSATION OWED OR PAID UNDER THE FINANCIAL YEAR ENDED 31 AUGUST 2016,
TO MR PIERRE BELLON, PRESIDENT OF THE BOARD OF DIRECTORS UP TO 26 JANUARY 2016 |
|
Management |
|
For |
|
For |
|
| 13 |
|
ADVISORY REVIEW
OF THE COMPENSATION OWED OR PAID UNDER THE FINANCIAL YEAR ENDED 31 AUGUST 2016,
TO MS SOPHIE BELLON, PRESIDENT OF THE BOARD OF DIRECTORS FROM 26 JANUARY 2016 |
|
Management |
|
For |
|
For |
|
| 14 |
|
ADVISORY REVIEW
OF THE COMPENSATION OWED OR PAID TO MR. MICHEL LANDEL, MANAGING DIRECTOR, FOR THE
FINANCIAL YEAR ENDED 31 AUGUST 2016 |
|
Management |
|
For |
|
For |
|
| 15 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE COMPANY TO PURCHASE ITS OWN SHARES |
|
Management |
|
For |
|
For |
|
| 16 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
APPROVAL OF
THE ANNUAL CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2015-2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2015-2016 |
|
Management |
|
For |
|
For |
|
| 3 |
|
ALLOCATION
OF INCOME FOR THE FINANCIAL YEAR; SETTING OF DIVIDEND: EUR 2.40 PER SHARE |
|
Management |
|
For |
|
For |
|
| 4 |
|
REGULATED
COMMITMENT IN FAVOUR OF MS SOPHIE BELLON, PRESIDENT OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 5 |
|
REGULATED
COMMITMENT IN FAVOUR OF MICHEL LANDEL, MANAGING DIRECTOR |
|
Management |
|
For |
|
For |
|
| 6 |
|
RENEWAL OF
THE TERM OF MS PATRICIA BELLINGER AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 7 |
|
RENEWAL OF
THE TERM OF MR MICHEL LANDEL AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 8 |
|
APPOINTMENT
OF MS TANDEAU DE MARSAC AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 9 |
|
RENEWAL OF
THE TERM OF PRICEWATERHOUSECOOPERS AUDIT AS JOINT STATUTORY AUDITOR |
|
Management |
|
For |
|
For |
|
| 10 |
|
APPOINTMENT
OF MR JEAN-BAPTISTE DESCHRYVER AS JOINT DEPUTY STATUTORY AUDITOR |
|
Management |
|
For |
|
For |
|
| 11 |
|
SETTING OF
THE ANNUAL AMOUNT OF ATTENDANCE FEES |
|
Management |
|
For |
|
For |
|
| 12 |
|
ADVISORY REVIEW
OF THE COMPENSATION OWED OR PAID UNDER THE FINANCIAL YEAR ENDED 31 AUGUST 2016,
TO MR PIERRE BELLON, PRESIDENT OF THE BOARD OF DIRECTORS UP TO 26 JANUARY 2016 |
|
Management |
|
For |
|
For |
|
| 13 |
|
ADVISORY REVIEW
OF THE COMPENSATION OWED OR PAID UNDER THE FINANCIAL YEAR ENDED 31 AUGUST 2016,
TO MS SOPHIE BELLON, PRESIDENT OF THE BOARD OF DIRECTORS FROM 26 JANUARY 2016 |
|
Management |
|
For |
|
For |
|
| 14 |
|
ADVISORY REVIEW
OF THE COMPENSATION OWED OR PAID TO MR. MICHEL LANDEL, MANAGING DIRECTOR, FOR THE
FINANCIAL YEAR ENDED 31 AUGUST 2016 |
|
Management |
|
For |
|
For |
|
| 15 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE COMPANY TO PURCHASE ITS OWN SHARES |
|
Management |
|
For |
|
For |
|
| 16 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1A. |
|
ELECTION OF
DIRECTOR: ROBERT A. MINICUCCI |
|
Management |
|
For |
|
For |
|
| 1B. |
|
ELECTION OF
DIRECTOR: ADRIAN GARDNER |
|
Management |
|
For |
|
For |
|
| 1C. |
|
ELECTION OF
DIRECTOR: JOHN T. MCLENNAN |
|
Management |
|
For |
|
For |
|
| 1D. |
|
ELECTION OF
DIRECTOR: SIMON OLSWANG |
|
Management |
|
For |
|
For |
|
| 1E. |
|
ELECTION OF
DIRECTOR: ZOHAR ZISAPEL |
|
Management |
|
For |
|
For |
|
| 1F. |
|
ELECTION OF
DIRECTOR: JULIAN A. BRODSKY |
|
Management |
|
For |
|
For |
|
| 1G. |
|
ELECTION OF
DIRECTOR: CLAYTON CHRISTENSEN |
|
Management |
|
For |
|
For |
|
| 1H. |
|
ELECTION OF
DIRECTOR: ELI GELMAN |
|
Management |
|
For |
|
For |
|
| 1I. |
|
ELECTION OF
DIRECTOR: JAMES S. KAHAN |
|
Management |
|
For |
|
For |
|
| 1J. |
|
ELECTION OF
DIRECTOR: RICHARD T.C. LEFAVE |
|
Management |
|
For |
|
For |
|
| 1K. |
|
ELECTION OF
DIRECTOR: GIORA YARON |
|
Management |
|
For |
|
For |
|
| 2. |
|
TO APPROVE
AN AMENDMENT OF THE 1998 STOCK OPTION AND INCENTIVE.. (DUE TO SPACE LIMITS, SEE PROXY
STATEMENT FOR FULL PROPOSAL). |
|
Management |
|
For |
|
For |
|
| 3. |
|
TO APPROVE
AN INCREASE IN THE DIVIDEND RATE UNDER OUR QUARTERLY.. (DUE TO SPACE LIMITS, SEE PROXY
STATEMENT FOR FULL PROPOSAL). |
|
Management |
|
For |
|
For |
|
| 4. |
|
TO APPROVE
OUR CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL.. (DUE TO SPACE LIMITS, SEE
PROXY STATEMENT FOR FULL PROPOSAL) |
|
Management |
|
For |
|
For |
|
| 5. |
|
TO RATIFY
AND APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP AS. (DUE TO SPACE LIMITS, SEE
PROXY STATEMENT FOR FULL PROPOSAL). |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1. |
|
DIRECTOR |
|
Management |
|
|
|
|
|
| |
|
1 D.N. FARR |
|
|
|
For |
|
For |
|
| |
|
2 W.R. JOHNSON |
|
|
|
For |
|
For |
|
| |
|
3 M.S. LEVATICH |
|
|
|
For |
|
For |
|
| |
|
4 J.W. PRUEHER |
|
|
|
For |
|
For |
|
| 2. |
|
APPROVAL,
BY NON-BINDING ADVISORY VOTE, OF EMERSON ELECTRIC CO. EXECUTIVE COMPENSATION. |
|
Management |
|
For |
|
For |
|
| 3. |
|
ADVISORY VOTE
ON THE FREQUENCY OF EXECUTIVE COMPENSATION ADVISORY VOTES. |
|
Management |
|
1 Year |
|
For |
|
| 4. |
|
RATIFICATION
OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
|
Management |
|
For |
|
For |
|
| 5. |
|
APPROVAL OF
THE STOCKHOLDER PROPOSAL TO ADOPT AN INDEPENDENT BOARD CHAIR POLICY AS DESCRIBED
IN THE PROXY STATEMENT. |
|
Shareholder |
|
Against |
|
For |
|
| 6. |
|
APPROVAL OF
THE STOCKHOLDER PROPOSAL REQUESTING ISSUANCE OF A POLITICAL CONTRIBUTIONS REPORT
AS DESCRIBED IN THE PROXY STATEMENT. |
|
Shareholder |
|
Against |
|
For |
|
| 7. |
|
APPROVAL OF
THE STOCKHOLDER PROPOSAL REQUESTING ISSUANCE OF A LOBBYING REPORT AS DESCRIBED
IN THE PROXY STATEMENT. |
|
Shareholder |
|
Against |
|
For |
|
| 8. |
|
APPROVAL OF
THE STOCKHOLDER PROPOSAL ON GREENHOUSE GAS EMISSIONS AS DESCRIBED IN THE PROXY
STATEMENT. |
|
Shareholder |
|
Against |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
MATTERS TO
BE INFORMED |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO CONSIDER
AND ADOPT THE MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR THE YEAR
2016 HELD ON 30 MARCH 2016 |
|
Management |
|
For |
|
For |
|
| 3 |
|
TO ACKNOWLEDGE
THE COMPANY’S OPERATING RESULTS FOR THE FISCAL YEAR 2016 |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO CONSIDER
AND APPROVE THE FINANCIAL STATEMENTS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE
YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 5 |
|
TO CONSIDER
AND APPROVE THE APPROPRIATION OF THE NET PROFIT YEAR 2016 FOR DIVIDEND PAYMENTS |
|
Management |
|
For |
|
For |
|
| 6 |
|
TO CONSIDER
AND APPROVE THE APPOINTMENT OF THE COMPANYS AUDITORS AND FIX THEIR REMUNERATION
FOR THE YEAR 2017 |
|
Management |
|
For |
|
For |
|
| 7.A |
|
TO CONSIDER
AND ELECT MRS. CHARINTORN VONGSPOOTORN AS INDEPENDENT DIRECTOR |
|
Management |
|
For |
|
For |
|
| 7.B |
|
TO CONSIDER
AND ELECT PROF. SAMRIENG MEKKRIENGKRAI AS INDEPENDENT DIRECTOR |
|
Management |
|
For |
|
For |
|
| 7.C |
|
TO CONSIDER
AND ELECT MR. PAIBOON PANUWATTANAWONG AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 8.A |
|
TO CONSIDER
AND ELECT MR. VIRASAK KITTIVAT AS NEW DIRECTOR |
|
Management |
|
For |
|
For |
|
| 9 |
|
TO CONSIDER
AND APPROVE THE REMUNERATION OF THE COMPANY’S DIRECTORS FOR THE YEAR 2017 |
|
Management |
|
For |
|
For |
|
| 10 |
|
TO CONSIDER
AND APPROVE THE AMENDMENT OF THE COMPANY OBJECTIVES AND THE AMENDMENT OF ARTICLE
3 OF THE MEMORANDUM OF ASSOCIATION |
|
Management |
|
For |
|
For |
|
| 11 |
|
TO APPROVE
PROHIBITION OF THE BUSINESS DOMINATION BY FOREIGNER |
|
Management |
|
For |
|
For |
|
| 12 |
|
OTHER MATTERS,
(IF ANY) |
|
Management |
|
Abstain |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
APPROVAL OF
THE ANNUAL REVIEW, THE FINANCIAL STATEMENTS OF NESTLE S.A. AND THE CONSOLIDATED
FINANCIAL STATEMENTS OF THE NESTLE GROUP FOR 2016 |
|
Management |
|
For |
|
For |
|
| 1.2 |
|
ACCEPTANCE
OF THE COMPENSATION REPORT 2016 (ADVISORY VOTE) |
|
Management |
|
For |
|
For |
|
| 2 |
|
DISCHARGE
TO THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE MANAGEMENT |
|
Management |
|
For |
|
For |
|
| 3 |
|
APPROPRIATION
OF PROFIT RESULTING FROM THE BALANCE SHEET OF NESTLE S.A. (PROPOSED DIVIDEND) FOR
THE FINANCIAL YEAR 2016 |
|
Management |
|
For |
|
For |
|
| 4.1.1 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MR PAUL BULCKE |
|
Management |
|
For |
|
For |
|
| 4.1.2 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MR ANDREAS KOOPMANN |
|
Management |
|
For |
|
For |
|
| 4.1.3 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MR HENRI DE CASTRIES |
|
Management |
|
For |
|
For |
|
| 4.1.4 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MR BEAT W. HESS |
|
Management |
|
For |
|
For |
|
| 4.1.5 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MR RENATO FASSBIND |
|
Management |
|
For |
|
For |
|
| 4.1.6 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MR STEVEN G. HOCH |
|
Management |
|
For |
|
For |
|
| 4.1.7 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MS NAINA LAL KIDWAI |
|
Management |
|
For |
|
For |
|
| 4.1.8 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MR JEAN-PIERRE ROTH |
|
Management |
|
For |
|
For |
|
| 4.1.9 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MS ANN M. VENEMAN |
|
Management |
|
For |
|
For |
|
| 41.10 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MS EVA CHENG |
|
Management |
|
For |
|
For |
|
| 41.11 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MS RUTH K. ONIANG’O |
|
Management |
|
For |
|
For |
|
| 41.12 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MR PATRICK AEBISCHER |
|
Management |
|
For |
|
For |
|
| 4.2.1 |
|
ELECTION TO
THE BOARD OF DIRECTORS: MR ULF MARK SCHNEIDER |
|
Management |
|
For |
|
For |
|
| 4.2.2 |
|
ELECTION TO
THE BOARD OF DIRECTORS: MS URSULA M. BURNS |
|
Management |
|
For |
|
For |
|
| 4.3 |
|
ELECTION OF
THE CHAIRMAN OF THE BOARD OF DIRECTORS: MR PAUL BULCKE |
|
Management |
|
For |
|
For |
|
| 4.4.1 |
|
ELECTION OF
MEMBER OF THE COMPENSATION COMMITTEE: MR BEAT W. HESS |
|
Management |
|
For |
|
For |
|
| 4.4.2 |
|
ELECTION OF
MEMBER OF THE COMPENSATION COMMITTEE: MR ANDREAS KOOPMANN |
|
Management |
|
For |
|
For |
|
| 4.4.3 |
|
ELECTION OF
MEMBER OF THE COMPENSATION COMMITTEE: MR JEAN-PIERRE ROTH |
|
Management |
|
For |
|
For |
|
| 4.4.4 |
|
ELECTION OF
MEMBER OF THE COMPENSATION COMMITTEE: MR PATRICK AEBISCHER |
|
Management |
|
For |
|
For |
|
| 4.5 |
|
ELECTION OF
THE STATUTORY AUDITORS: KPMG SA, GENEVA BRANCH |
|
Management |
|
For |
|
For |
|
| 4.6 |
|
ELECTION OF
THE INDEPENDENT REPRESENTATIVE: HARTMANN DREYER, ATTORNEYS-AT-LAW |
|
Management |
|
For |
|
For |
|
| 5.1 |
|
APPROVAL OF
THE COMPENSATION OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 5.2 |
|
APPROVAL OF
THE COMPENSATION OF THE EXECUTIVE BOARD |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
ADOPTION OF
THE AUDITED ACCOUNTS FOR THE FINANCIAL YEAR 2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
APPROVE ALLOCATION
OF INCOME AND DIVIDENDS OF EUR1.35 PER SHARE |
|
Management |
|
For |
|
For |
|
| 3 |
|
RELEASE FROM
LIABILITY OF THE NON-EXECUTIVE MEMBERS OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 4 |
|
RELEASE FROM
LIABILITY OF THE EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 5 |
|
APPOINTMENT
OF ERNST & YOUNG ACCOUNTANTS LLP AS AUDITOR FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| 6 |
|
RENEWAL OF
THE APPOINTMENT OF MR. DENIS RANQUE AS A NON-EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS
FOR A TERM OF THREE YEARS |
|
Management |
|
For |
|
For |
|
| 7 |
|
RENEWAL OF
THE APPOINTMENT OF MR. RALPH D. CROSBY, JR. AS A NON-EXECUTIVE MEMBER OF THE BOARD
OF DIRECTORS FOR A TERM OF THREE YEARS |
|
Management |
|
For |
|
For |
|
| 8 |
|
RENEWAL OF
THE APPOINTMENT OF MR. HERMANN-JOSEF LAMBERTI AS A NON-EXECUTIVE MEMBER OF THE
BOARD OF DIRECTORS FOR A TERM OF THREE YEARS |
|
Management |
|
For |
|
For |
|
| 9 |
|
APPOINTMENT
OF LORD DRAYSON (PAUL) AS A NON-EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS FOR A
TERM OF THREE YEARS IN REPLACEMENT OF MR. LAKSHMI N. MITTAL WHOSE MANDATE EXPIRES |
|
Management |
|
For |
|
For |
|
| 10 |
|
AMENDMENT
OF ARTICLE 2 PARAGRAPH 1 (“NAME”) OF THE COMPANY’S ARTICLES OF ASSOCIATION |
|
Management |
|
For |
|
For |
|
| 11 |
|
DELEGATION
TO THE BOARD OF DIRECTORS OF POWERS TO ISSUE SHARES, TO GRANT RIGHTS TO SUBSCRIBE
FOR SHARES AND TO LIMIT OR EXCLUDE PREFERENTIAL SUBSCRIPTION RIGHTS OF EXISTING
SHAREHOLDERS FOR THE PURPOSE OF EMPLOYEE SHARE OWNERSHIP PLANS AND SHARE-RELATED
LONG-TERM INCENTIVE PLANS |
|
Management |
|
For |
|
For |
|
| 12 |
|
DELEGATION
TO THE BOARD OF DIRECTORS OF POWERS TO ISSUE SHARES, TO GRANT RIGHTS TO SUBSCRIBE
FOR SHARES AND TO LIMIT OR EXCLUDE PREFERENTIAL SUBSCRIPTION RIGHTS OF EXISTING
SHAREHOLDERS FOR THE PURPOSE OF FUNDING THE COMPANY AND ITS GROUP COMPANIES |
|
Management |
|
For |
|
For |
|
| 13 |
|
RENEWAL OF
THE AUTHORISATION FOR THE BOARD OF DIRECTORS TO REPURCHASE UP TO 10% OF THE COMPANY’S ISSUED SHARE CAPITAL |
|
Management |
|
For |
|
For |
|
| 14 |
|
CANCELLATION
OF SHARES REPURCHASED BY THE COMPANY |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1A. |
|
ELECTION OF
DIRECTOR: LLOYD J. AUSTIN III |
|
Management |
|
For |
|
For |
|
| 1B. |
|
ELECTION OF
DIRECTOR: DIANE M. BRYANT |
|
Management |
|
For |
|
For |
|
| 1C. |
|
ELECTION OF
DIRECTOR: JOHN V. FARACI |
|
Management |
|
For |
|
For |
|
| 1D. |
|
ELECTION OF
DIRECTOR: JEAN-PIERRE GARNIER |
|
Management |
|
For |
|
For |
|
| 1E. |
|
ELECTION OF
DIRECTOR: GREGORY J. HAYES |
|
Management |
|
For |
|
For |
|
| 1F. |
|
ELECTION OF
DIRECTOR: EDWARD A. KANGAS |
|
Management |
|
For |
|
For |
|
| 1G. |
|
ELECTION OF
DIRECTOR: ELLEN J. KULLMAN |
|
Management |
|
For |
|
For |
|
| 1H. |
|
ELECTION OF
DIRECTOR: MARSHALL O. LARSEN |
|
Management |
|
For |
|
For |
|
| 1I. |
|
ELECTION OF
DIRECTOR: HAROLD MCGRAW III |
|
Management |
|
For |
|
For |
|
| 1J. |
|
ELECTION OF
DIRECTOR: FREDRIC G. REYNOLDS |
|
Management |
|
For |
|
For |
|
| 1K. |
|
ELECTION OF
DIRECTOR: BRIAN C. ROGERS |
|
Management |
|
For |
|
For |
|
| 1L. |
|
ELECTION OF
DIRECTOR: CHRISTINE TODD WHITMAN |
|
Management |
|
For |
|
For |
|
| 2. |
|
APPOINTMENT
OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS INDEPENDENT AUDITOR FOR 2017. |
|
Management |
|
For |
|
For |
|
| 3. |
|
ADVISORY VOTE
TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. |
|
Management |
|
For |
|
For |
|
| 4. |
|
ADVISORY VOTE
ON THE FREQUENCY OF SHAREOWNER VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION. |
|
Management |
|
1 Year |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1A. |
|
ELECTION OF
DIRECTOR: SHARON L. ALLEN |
|
Management |
|
For |
|
For |
|
| 1B. |
|
ELECTION OF
DIRECTOR: SUSAN S. BIES |
|
Management |
|
For |
|
For |
|
| 1C. |
|
ELECTION OF
DIRECTOR: JACK O. BOVENDER, JR. |
|
Management |
|
For |
|
For |
|
| 1D. |
|
ELECTION OF
DIRECTOR: FRANK P. BRAMBLE, SR. |
|
Management |
|
For |
|
For |
|
| 1E. |
|
ELECTION OF
DIRECTOR: PIERRE J.P. DE WECK |
|
Management |
|
For |
|
For |
|
| 1F. |
|
ELECTION OF
DIRECTOR: ARNOLD W. DONALD |
|
Management |
|
For |
|
For |
|
| 1G. |
|
ELECTION OF
DIRECTOR: LINDA P. HUDSON |
|
Management |
|
For |
|
For |
|
| 1H. |
|
ELECTION OF
DIRECTOR: MONICA C. LOZANO |
|
Management |
|
For |
|
For |
|
| 1I. |
|
ELECTION OF
DIRECTOR: THOMAS J. MAY |
|
Management |
|
For |
|
For |
|
| 1J. |
|
ELECTION OF
DIRECTOR: BRIAN T. MOYNIHAN |
|
Management |
|
For |
|
For |
|
| 1K. |
|
ELECTION OF
DIRECTOR: LIONEL L. NOWELL, III |
|
Management |
|
For |
|
For |
|
| 1L. |
|
ELECTION OF
DIRECTOR: MICHAEL D. WHITE |
|
Management |
|
For |
|
For |
|
| 1M. |
|
ELECTION OF
DIRECTOR: THOMAS D. WOODS |
|
Management |
|
For |
|
For |
|
| 1N. |
|
ELECTION OF
DIRECTOR: R. DAVID YOST |
|
Management |
|
For |
|
For |
|
| 2. |
|
APPROVING
OUR EXECUTIVE COMPENSATION (AN ADVISORY, NON-BINDING “SAY ON PAY” RESOLUTION) |
|
Management |
|
For |
|
For |
|
| 3. |
|
A VOTE ON
THE FREQUENCY OF FUTURE ADVISORY “SAY ON PAY” RESOLUTIONS (AN ADVISORY, NON-BINDING
“SAY ON FREQUENCY” RESOLUTION) |
|
Management |
|
1 Year |
|
For |
|
| 4. |
|
RATIFYING
THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017 |
|
Management |
|
For |
|
For |
|
| 5. |
|
STOCKHOLDER
PROPOSAL - CLAWBACK AMENDMENT |
|
Shareholder |
|
Against |
|
For |
|
| 6. |
|
STOCKHOLDER
PROPOSAL - DIVESTITURE & DIVISION STUDY SESSIONS |
|
Shareholder |
|
Against |
|
For |
|
| 7. |
|
STOCKHOLDER
PROPOSAL - INDEPENDENT BOARD CHAIRMAN |
|
Shareholder |
|
Against |
|
For |
|
| 8. |
|
STOCKHOLDER
PROPOSAL - REPORT CONCERNING GENDER PAY EQUITY |
|
Shareholder |
|
Against |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
REVIEW AND
APPROVAL OF THE TRANSACTIONS AND THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL
YEAR ENDING 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.2 |
|
REVIEW AND
APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED
31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.3 |
|
ALLOCATION
OF INCOME AND SETTING OF THE DIVIDEND |
|
Management |
|
For |
|
For |
|
| O.4 |
|
APPOINTMENT
OF MS MARINA NIFOROS AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.5 |
|
APPOINTMENT
OF MS PASCALINE DE DREUZY AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.6 |
|
APPROVAL OF
THE AGREEMENTS PURSUANT TO ARTICLES L.225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL
CODE |
|
Management |
|
Against |
|
Against |
|
| O.7 |
|
SETTING OF
THE AMOUNT OF ATTENDANCE FEES |
|
Management |
|
For |
|
For |
|
| O.8 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING COMPENSATION
FOR MR JOEL SECHE, CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| O.9 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE COMPANY TO PURCHASE ITS OWN SHARES,
FOR A PERIOD OF EIGHTEEN (18) MONTHS |
|
Management |
|
For |
|
For |
|
| E.10 |
|
AUTHORISATION
FOR THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELLING SHARES, FOR
A PERIOD OF EIGHTEEN (18) MONTHS |
|
Management |
|
For |
|
For |
|
| E.11 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL
BY INCORPORATING RESERVES, PROFITS OR PREMIUMS, FOR A PERIOD OF TWENTY-SIX (26) MONTHS |
|
Management |
|
For |
|
For |
|
| E.12 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO GRANT SHARE SUBSCRIPTION OR SHARE PURCHASE
OPTIONS FOR THE BENEFIT OF EMPLOYEES AND/OR EXECUTIVE OFFICERS OF GROUP COMPANIES,
ENTAILING A WAIVER BY THE SHAREHOLDERS OF THEIR PRE-EMPTIVE SUBSCRIPTION RIGHT,
FOR A PERIOD OF THIRTY-EIGHT (38) MONTHS |
|
Management |
|
For |
|
For |
|
| E.13 |
|
AUTHORISATION
TO FREELY ALLOCATE EXISTING SHARES OR SHARES TO BE ISSUED FOR THE BENEFIT OF EXECUTIVE
OFFICERS AND EMPLOYEES, ENTAILING A WAIVER BY THE SHAREHOLDERS OF THEIR PRE-EMPTIVE
SUBSCRIPTION RIGHT, FOR A PERIOD OF THIRTY-EIGHT (38) MONTHS |
|
Management |
|
For |
|
For |
|
| E.14 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH SHARE CAPITAL
INCREASES RESERVED FOR MEMBERS OF A SAVINGS SCHEME, ENTAILING A WAIVER BY THE SHAREHOLDERS
OF THEIR PRE- EMPTIVE SUBSCRIPTION RIGHT, FOR THE BENEFIT OF SAID MEMBERS, AND WITH
THE FREE ALLOCATION OF SHARES OR SECURITIES GRANTING ACCESS TO THE CAPITAL TO SAID
MEMBERS, FOR A PERIOD OF TWENTY-SIX (26) MONTHS |
|
Management |
|
For |
|
For |
|
| E.15 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| |
|
|
|
|
|
|
|
|
|
| 1 |
|
TO RECEIVE
THE ANNUAL REPORT & ACCOUNTS 2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO APPROVE
THE DIRECTORS’ REMUNERATION REPORT |
|
Management |
|
For |
|
For |
|
| 3A |
|
TO ELECT DAVID
NISH AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3B |
|
TO ELECT JACKSON
TAI AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3C |
|
TO RE-ELECT
PHILLIP AMEEN AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3D |
|
TO RE-ELECT
KATHLEEN CASEY AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3E |
|
TO RE-ELECT
LAURA CHA AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3F |
|
TO RE-ELECT
HENRI DE CASTRIES AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3G |
|
TO RE-ELECT
LORD EVANS OF WEARDALE AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3H |
|
TO RE-ELECT
JOACHIM FABER AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3I |
|
TO RE-ELECT
DOUGLAS FLINT AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3J |
|
TO RE-ELECT
STUART GULLIVER AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3K |
|
TO RE-ELECT
IRENE LEE AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3L |
|
TO RE-ELECT
JOHN LIPSKY AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3M |
|
TO RE-ELECT
IAIN MACKAY AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3N |
|
TO RE-ELECT
HEIDI MILLER AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3O |
|
TO RE-ELECT
MARC MOSES AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3P |
|
TO RE-ELECT
JONATHAN SYMONDS AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3Q |
|
TO RE-ELECT
PAULINE VAN DER MEER MOHR AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3R |
|
TO RE-ELECT
PAUL WALSH AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO RE-APPOINT
PRICEWATERHOUSECOOPERS LLP AS AUDITOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 5 |
|
TO AUTHORISE
THE GROUP AUDIT COMMITTEE TO DETERMINE THE REMUNERATION OF THE AUDITOR |
|
Management |
|
For |
|
For |
|
| 6 |
|
TO AUTHORISE
THE COMPANY TO MAKE POLITICAL DONATIONS |
|
Management |
|
For |
|
For |
|
| 7 |
|
TO AUTHORISE
THE DIRECTORS TO ALLOT SHARES |
|
Management |
|
For |
|
For |
|
| 8 |
|
TO DISAPPLY
PRE-EMPTION RIGHTS |
|
Management |
|
For |
|
For |
|
| 9 |
|
TO FURTHER
DISAPPLY PRE-EMPTION RIGHTS FOR ACQUISITIONS |
|
Management |
|
For |
|
For |
|
| 10 |
|
TO AUTHORISE
THE DIRECTORS TO ALLOT ANY REPURCHASED SHARES |
|
Management |
|
For |
|
For |
|
| 11 |
|
TO AUTHORISE
THE COMPANY TO PURCHASE ITS OWN ORDINARY SHARES |
|
Management |
|
For |
|
For |
|
| 12 |
|
TO AUTHORISE
THE DIRECTORS TO ALLOT EQUITY SECURITIES IN RELATION TO CONTINGENT CONVERTIBLE SECURITIES |
|
Management |
|
For |
|
For |
|
| 13 |
|
TO DISAPPLY
PRE-EMPTION RIGHTS IN RELATION TO THE ISSUE OF CONTINGENT CONVERTIBLE SECURITIES |
|
Management |
|
For |
|
For |
|
| 14 |
|
TO APPROVE
GENERAL MEETINGS (OTHER THAN ANNUAL GENERAL MEETINGS) BEING CALLED ON 14 CLEAR
DAYS’ NOTICE |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.3 |
|
APPROVAL OF
AGREEMENTS PURSUANT TO ARTICLE L.225-38 OF THE FRENCH COMMERCIAL CODE |
|
Management |
|
For |
|
For |
|
| O.4 |
|
ALLOCATION
OF INCOME |
|
Management |
|
For |
|
For |
|
| O.5 |
|
DISTRIBUTION
OF A SUM OF EUR 0.24 PER SHARE FROM THE SHARE PREMIUM ACCOUNT |
|
Management |
|
For |
|
For |
|
| O.6 |
|
RENEWAL OF
THE TERM OF APAX PARTNERS COMPANY AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.7 |
|
RENEWAL OF
THE TERM OF MS. FLORENCE PARLY AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.8 |
|
AUTHORISATION
TO THE BOARD OF DIRECTORS TO TRADE IN COMPANY SHARES |
|
Management |
|
For |
|
For |
|
| O.9 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO MR DOMINIQUE CERUTTI, CHIEF EXECUTIVE OFFICER,
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.10 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO MR CYRIL ROGER, DEPUTY GENERAL MANAGER, FOR THE
FINANCIAL YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.11 |
|
COMPENSATION
POLICY REGARDING THE CHIEF EXECUTIVE OFFICER - APPROVAL OF THE PRINCIPLES AND CRITERIA
FOR DETERMINING, DISTRIBUTING AND ALLOCATING FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS
COMPRISING THE REMUNERATION AND BENEFITS OF ALL KINDS ATTRIBUTABLE TO THE CHIEF
EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| O.12 |
|
COMPENSATION
POLICY REGARDING THE DEPUTY GENERAL MANAGER - APPROVAL OF THE PRINCIPLES AND CRITERIA
FOR DETERMINING, DISTRIBUTING AND ALLOCATING FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS
COMPRISING THE TOTAL REMUNERATION AND BENEFITS OF ANY KIND ATTRIBUTABLE TO THE DEPUTY
GENERAL MANAGER |
|
Management |
|
For |
|
For |
|
| E.13 |
|
AUTHORISATION
TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELLING SHARES |
|
Management |
|
For |
|
For |
|
| E.14 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE SHARES AND/OR TRANSFERABLE SECURITIES
GRANTING ACCESS TO CAPITAL, RETAINING THE PRE-EMPTIVE SUBSCRIPTION RIGHT FOR A MAXIMUM
NOMINAL AMOUNT OF 20 MILLION EUROS |
|
Management |
|
For |
|
For |
|
| E.15 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE SHARES AND/OR TRANSFERABLE SECURITIES
GRANTING ACCESS TO CAPITAL, BY MEANS OF A PUBLIC OFFER, WITH CANCELLATION OF THE
PRE-EMPTIVE SUBSCRIPTION RIGHT, FOR A MAXIMUM NOMINAL |
|
Management |
|
For |
|
For |
|
| E.16 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE SHARES AND/OR TRANSFERABLE SECURITIES
GRANTING ACCESS TO CAPITAL, THROUGH PUBLIC OFFERS REFERRED TO IN SECTION II OF ARTICLE
L.411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE, WITH CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT FOR A MAXIMUM NOMINAL AMOUNT OF 7.5 MILLION EUROS |
|
Management |
|
For |
|
For |
|
| E.17 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY INCORPORATING
RESERVES, PROFITS, PREMIUMS OR SIMILAR |
|
Management |
|
For |
|
For |
|
| E.18 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE SHARES OR TRANSFERABLE SECURITIES
GRANTING ACCESS TO CAPITAL, WITHIN A LIMIT OF 10% OF THE CAPITAL, WITH A VIEW TO
REMUNERATE CONTRIBUTIONS GRANTED IN KIND TO THE COMPANY AND CONSISTING OF SECURITIES |
|
Management |
|
For |
|
For |
|
| E.19 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE SHARES OR TRANSFERABLE SECURITIES
GRANTING ACCESS TO CAPITAL IN THE EVENT OF A PUBLIC OFFER BEING IMPLEMENTED BY THE
COMPANY IN THE NAME OF ANOTHER LISTED COMPANY, WITH CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHTS, FOR A MAXIMUM NOMINAL AMOUNT OF 7.5 MILLION EUROS |
|
Management |
|
For |
|
For |
|
| E.20 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH INCREASING THE CAPITAL
RESERVED FOR EMPLOYEES OF THE COMPANY AND COMPANIES WITHIN THE ALTRAN GROUP WHO
ARE MEMBERS OF A COMPANY SAVINGS SCHEME |
|
Management |
|
For |
|
For |
|
| E.21 |
|
OVERALL LIMIT
ON ISSUING AUTHORISATIONS, RETAINING OR CANCELLING THE PRE-EMPTIVE SUBSCRIPTION
RIGHT |
|
Management |
|
For |
|
For |
|
| E.22 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1A. |
|
ELECTION OF
DIRECTOR: LLOYD C. BLANKFEIN |
|
Management |
|
For |
|
For |
|
| 1B. |
|
ELECTION OF
DIRECTOR: M. MICHELE BURNS |
|
Management |
|
For |
|
For |
|
| 1C. |
|
ELECTION OF
DIRECTOR: MARK A. FLAHERTY |
|
Management |
|
For |
|
For |
|
| 1D. |
|
ELECTION OF
DIRECTOR: WILLIAM W. GEORGE |
|
Management |
|
For |
|
For |
|
| 1E. |
|
ELECTION OF
DIRECTOR: JAMES A. JOHNSON |
|
Management |
|
For |
|
For |
|
| 1F. |
|
ELECTION OF
DIRECTOR: ELLEN J. KULLMAN |
|
Management |
|
For |
|
For |
|
| 1G. |
|
ELECTION OF
DIRECTOR: LAKSHMI N. MITTAL |
|
Management |
|
For |
|
For |
|
| 1H. |
|
ELECTION OF
DIRECTOR: ADEBAYO O. OGUNLESI |
|
Management |
|
For |
|
For |
|
| 1I. |
|
ELECTION OF
DIRECTOR: PETER OPPENHEIMER |
|
Management |
|
For |
|
For |
|
| 1J. |
|
ELECTION OF
DIRECTOR: DAVID A. VINIAR |
|
Management |
|
For |
|
For |
|
| 1K. |
|
ELECTION OF
DIRECTOR: MARK O. WINKELMAN |
|
Management |
|
For |
|
For |
|
| 2. |
|
ADVISORY VOTE
TO APPROVE EXECUTIVE COMPENSATION (SAY ON PAY) |
|
Management |
|
For |
|
For |
|
| 3. |
|
ADVISORY VOTE
ON THE FREQUENCY OF SAY ON PAY |
|
Management |
|
1 Year |
|
For |
|
| 4. |
|
RATIFICATION
OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2017 |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1A. |
|
ELECTION OF
DIRECTOR: CHARLENE BARSHEFSKY |
|
Management |
|
For |
|
For |
|
| 1B. |
|
ELECTION OF
DIRECTOR: JOHN J. BRENNAN |
|
Management |
|
For |
|
For |
|
| 1C. |
|
ELECTION OF
DIRECTOR: URSULA M. BURNS |
|
Management |
|
For |
|
For |
|
| 1D. |
|
ELECTION OF
DIRECTOR: KENNETH I. CHENAULT |
|
Management |
|
For |
|
For |
|
| 1E. |
|
ELECTION OF
DIRECTOR: PETER CHERNIN |
|
Management |
|
For |
|
For |
|
| 1F. |
|
ELECTION OF
DIRECTOR: RALPH DE LA VEGA |
|
Management |
|
For |
|
For |
|
| 1G. |
|
ELECTION OF
DIRECTOR: ANNE L. LAUVERGEON |
|
Management |
|
For |
|
For |
|
| 1H. |
|
ELECTION OF
DIRECTOR: MICHAEL O. LEAVITT |
|
Management |
|
For |
|
For |
|
| 1I. |
|
ELECTION OF
DIRECTOR: THEODORE J. LEONSIS |
|
Management |
|
For |
|
For |
|
| 1J. |
|
ELECTION OF
DIRECTOR: RICHARD C. LEVIN |
|
Management |
|
For |
|
For |
|
| 1K. |
|
ELECTION OF
DIRECTOR: SAMUEL J. PALMISANO |
|
Management |
|
For |
|
For |
|
| 1L. |
|
ELECTION OF
DIRECTOR: DANIEL L. VASELLA |
|
Management |
|
For |
|
For |
|
| 1M. |
|
ELECTION OF
DIRECTOR: ROBERT D. WALTER |
|
Management |
|
For |
|
For |
|
| 1N. |
|
ELECTION OF
DIRECTOR: RONALD A. WILLIAMS |
|
Management |
|
For |
|
For |
|
| 2. |
|
RATIFICATION
OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2017. |
|
Management |
|
For |
|
For |
|
| 3. |
|
APPROVAL,
ON AN ADVISORY BASIS, OF THE COMPANY’S EXECUTIVE COMPENSATION. |
|
Management |
|
For |
|
For |
|
| 4. |
|
ADVISORY RESOLUTION
TO APPROVE THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPANY’S EXECUTIVE
COMPENSATION. |
|
Management |
|
1 Year |
|
For |
|
| 5. |
|
SHAREHOLDER
PROPOSAL TO PERMIT SHAREHOLDERS TO ACT BY WRITTEN CONSENT. |
|
Shareholder |
|
Against |
|
For |
|
| 6. |
|
SHAREHOLDER
PROPOSAL TO REQUIRE GENDER PAY EQUITY DISCLOSURE. |
|
Shareholder |
|
Against |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1A. |
|
ELECTION OF
DIRECTOR: ROBERT R. WRIGHT |
|
Management |
|
For |
|
For |
|
| 1B. |
|
ELECTION OF
DIRECTOR: GLENN M. ALGER |
|
Management |
|
For |
|
For |
|
| 1C. |
|
ELECTION OF
DIRECTOR: JAMES M. DUBOIS |
|
Management |
|
For |
|
For |
|
| 1D. |
|
ELECTION OF
DIRECTOR: MARK A. EMMERT |
|
Management |
|
For |
|
For |
|
| 1E. |
|
ELECTION OF
DIRECTOR: DIANE H. GULYAS |
|
Management |
|
For |
|
For |
|
| 1F. |
|
ELECTION OF
DIRECTOR: DAN P. KOURKOUMELIS |
|
Management |
|
For |
|
For |
|
| 1G. |
|
ELECTION OF
DIRECTOR: RICHARD B. MCCUNE |
|
Management |
|
For |
|
For |
|
| 1H. |
|
ELECTION OF
DIRECTOR: ALAIN MONIE |
|
Management |
|
For |
|
For |
|
| 1I. |
|
ELECTION OF
DIRECTOR: JEFFREY S. MUSSER |
|
Management |
|
For |
|
For |
|
| 1J. |
|
ELECTION OF
DIRECTOR: LIANE J. PELLETIER |
|
Management |
|
For |
|
For |
|
| 1K. |
|
ELECTION OF
DIRECTOR: TAY YOSHITANI |
|
Management |
|
For |
|
For |
|
| 2. |
|
ADVISORY VOTE
TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION |
|
Management |
|
For |
|
For |
|
| 3. |
|
APPROVE THE
FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION |
|
Management |
|
1 Year |
|
For |
|
| 4. |
|
APPROVE 2017
OMNIBUS INCENTIVE PLAN |
|
Management |
|
For |
|
For |
|
| 5. |
|
RATIFICATION
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
|
Management |
|
For |
|
For |
|
| 6. |
|
SHAREHOLDER
PROPOSAL: LINK EXECUTIVE COMPENSATION TO SUSTAINABILITY PERFORMANCE |
|
Shareholder |
|
Against |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
APPROVAL OF
THE UBS GROUP AG MANAGEMENT REPORT AND CONSOLIDATED AND STANDALONE FINANCIAL STATEMENTS |
|
Management |
|
For |
|
For |
|
| 1.2 |
|
ADVISORY VOTE
ON THE UBS GROUP AG COMPENSATION REPORT 2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
APPROPRIATION
OF RETAINED EARNINGS AND DISTRIBUTION OF ORDINARY DIVIDEND OUT OF CAPITAL CONTRIBUTION
RESERVE: CHF 0.60 PER SHARE |
|
Management |
|
For |
|
For |
|
| 3 |
|
DISCHARGE
OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE GROUP EXECUTIVE BOARD FOR THE FINANCIAL
YEAR 2016 |
|
Management |
|
Abstain |
|
Against |
|
| 4 |
|
APPROVAL OF
THE AGGREGATE AMOUNT OF VARIABLE COMPENSATION FOR THE MEMBERS OF THE GROUP EXECUTIVE
BOARD FOR THE FINANCIAL YEAR 2016 |
|
Management |
|
For |
|
For |
|
| 5 |
|
APPROVAL OF
THE MAXIMUM AGGREGATE AMOUNT OF FIXED COMPENSATION FOR THE MEMBERS OF THE GROUP
EXECUTIVE BOARD FOR THE FINANCIAL YEAR 2018 |
|
Management |
|
For |
|
For |
|
| 6.1.1 |
|
RE-ELECT AXEL
A. WEBER AS CHAIRMAN OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 6.1.2 |
|
RE-ELECTION
OF MEMBER OF THE BOARD OF DIRECTORS: MICHEL DEMARE |
|
Management |
|
For |
|
For |
|
| 6.1.3 |
|
RE-ELECTION
OF MEMBER OF THE BOARD OF DIRECTORS: DAVID SIDWELL |
|
Management |
|
For |
|
For |
|
| 6.1.4 |
|
RE-ELECTION
OF MEMBER OF THE BOARD OF DIRECTORS: RETO FRANCIONI |
|
Management |
|
For |
|
For |
|
| 6.1.5 |
|
RE-ELECTION
OF MEMBER OF THE BOARD OF DIRECTORS: ANN F. GODBEHERE |
|
Management |
|
For |
|
For |
|
| 6.1.6 |
|
RE-ELECTION
OF MEMBER OF THE BOARD OF DIRECTORS: WILLIAM G. PARRETT |
|
Management |
|
For |
|
For |
|
| 6.1.7 |
|
RE-ELECTION
OF MEMBER OF THE BOARD OF DIRECTORS: ISABELLE ROMY |
|
Management |
|
For |
|
For |
|
| 6.1.8 |
|
RE-ELECTION
OF MEMBER OF THE BOARD OF DIRECTORS: ROBERT W. SCULLY |
|
Management |
|
For |
|
For |
|
| 6.1.9 |
|
RE-ELECTION
OF MEMBER OF THE BOARD OF DIRECTORS: BEATRICE WEDER DI MAURO |
|
Management |
|
For |
|
For |
|
| 6.110 |
|
RE-ELECTION
OF MEMBER OF THE BOARD OF DIRECTORS: DIETER WEMMER |
|
Management |
|
Against |
|
Against |
|
| 6.2 |
|
ELECTION OF
A NEW MEMBER TO THE BOARD OF DIRECTORS: JULIE G. RICHARDSON |
|
Management |
|
For |
|
For |
|
| 6.3.1 |
|
RE-ELECTION
OF THE MEMBER OF THE COMPENSATION COMMITTEE: ANN F. GODBEHERE |
|
Management |
|
For |
|
For |
|
| 6.3.2 |
|
RE-ELECTION
OF THE MEMBER OF THE COMPENSATION COMMITTEE: MICHEL DEMARE |
|
Management |
|
For |
|
For |
|
| 6.3.3 |
|
RE-ELECTION
OF THE MEMBER OF THE COMPENSATION COMMITTEE: RETO FRANCIONI |
|
Management |
|
For |
|
For |
|
| 6.3.4 |
|
RE-ELECTION
OF THE MEMBER OF THE COMPENSATION COMMITTEE: WILLIAM G. PARRETT |
|
Management |
|
For |
|
For |
|
| 7 |
|
APPROVAL OF
THE MAXIMUM AGGREGATE AMOUNT OF COMPENSATION FOR THE MEMBERS OF THE BOARD OF DIRECTORS
FROM THE ANNUAL GENERAL MEETING 2017 TO THE ANNUAL GENERAL MEETING 2018 |
|
Management |
|
For |
|
For |
|
| 8.1 |
|
RE-ELECTION
OF THE INDEPENDENT PROXY, ADB ALTORFER DUSS AND BEILSTEIN AG, ZURICH |
|
Management |
|
For |
|
For |
|
| 8.2 |
|
RE-ELECTION
OF THE AUDITORS, ERNST AND YOUNG LTD, BASEL |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
RECEIVE THE
ANNUAL REPORT FOR YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
APPROVAL OF
THE DIRECTORS REMUNERATION REPORT EXCLUDING THE DIRECTORS REMUNERATION POLICY FOR
YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 3 |
|
APPROVAL OF
THE DIRECTORS REMUNERATION POLICY |
|
Management |
|
For |
|
For |
|
| 4 |
|
DECLARATION
OF A FINAL DIVIDEND ON THE ORDINARY SHARES AS RECOMMENDED BY THE DIRECTORS |
|
Management |
|
For |
|
For |
|
| 5 |
|
RE-ELECTION
OF HIS EXCELLENCY SHAUKAT AZIZ AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 6 |
|
ELECTION OF
DANIEL DESBAILLETS AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 7 |
|
RE-ELECTION
OF SUSAN FARR AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 8 |
|
RE-ELECTION
OF KWEK EIK SHENG AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 9 |
|
RE-ELECTION
OF KWEK LENG BENG AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 10 |
|
RE-ELECTION
OF KWEK LENG PECK AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 11 |
|
RE-ELECTION
OF GERVASE MACGREGOR AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 12 |
|
ELECTION OF
HOWARD WU AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 13 |
|
RE-APPOINTMENT
OF KPMG LLP AS AUDITOR |
|
Management |
|
For |
|
For |
|
| 14 |
|
AUTHORISE
THE DIRECTORS TO DETERMINE THE AUDITORS REMUNERATION |
|
Management |
|
For |
|
For |
|
| 15 |
|
RENEW THE
AUTHORITY GIVEN IN REGARD TO PRE-EMPTION RIGHTS UNDER THE TERMS OF THE CO-OPERATION
AGREEMENT WITH CITY DEVELOPMENTS LIMITED |
|
Management |
|
For |
|
For |
|
| 16 |
|
AUTHORISE
POLITICAL DONATIONS AND OR POLITICAL EXPENDITURE |
|
Management |
|
For |
|
For |
|
| 17 |
|
RENEW DIRECTORS
AUTHORITY TO ALLOT SHARES |
|
Management |
|
For |
|
For |
|
| 18 |
|
RENEW DIRECTORS
AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS OVER CERTAIN ISSUES OF SHARES |
|
Management |
|
For |
|
For |
|
| 19 |
|
RENEW DIRECTORS
AUTHORITY TO PURCHASE OWN SHARES |
|
Management |
|
For |
|
For |
|
| 20 |
|
AUTHORISE
GENERAL MEETINGS OTHER THAN AN ANNUAL GENERAL MEETING TO BE HELD ON 14 CLEAR DAYS’ NOTICE |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
THE AUDITED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND INDEPENDENT
AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO DECLARE
A FINAL DIVIDEND |
|
Management |
|
For |
|
For |
|
| 3.A |
|
TO RE-ELECT
MR ANDREW CLIFFORD WINAWER BRANDLER AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.B |
|
TO RE-ELECT
MR CLEMENT KING MAN KWOK AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.C |
|
TO RE-ELECT
MR WILLIAM ELKIN MOCATTA AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.D |
|
TO RE-ELECT
MR PIERRE ROGER BOPPE AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.E |
|
TO RE-ELECT
DR WILLIAM KWOK LUN FUNG AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO RE-APPOINT
KPMG AS AUDITOR OF THE COMPANY AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION |
|
Management |
|
For |
|
For |
|
| 5 |
|
TO GRANT A
GENERAL MANDATE TO ISSUE NEW SHARES |
|
Management |
|
For |
|
For |
|
| 6 |
|
TO GRANT A
GENERAL MANDATE FOR SHARE BUY-BACK |
|
Management |
|
For |
|
For |
|
| 7 |
|
TO ADD SHARES
BOUGHT BACK TO THE GENERAL MANDATE TO ISSUE NEW SHARES IN RESOLUTION (5) |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1A. |
|
ELECTION OF
DIRECTOR: RICHARD M. BRACKEN |
|
Management |
|
For |
|
For |
|
| 1B. |
|
ELECTION OF
DIRECTOR: C. DAVID BROWN II |
|
Management |
|
For |
|
For |
|
| 1C. |
|
ELECTION OF
DIRECTOR: ALECIA A. DECOUDREAUX |
|
Management |
|
For |
|
For |
|
| 1D. |
|
ELECTION OF
DIRECTOR: NANCY-ANN M. DEPARLE |
|
Management |
|
For |
|
For |
|
| 1E. |
|
ELECTION OF
DIRECTOR: DAVID W. DORMAN |
|
Management |
|
For |
|
For |
|
| 1F. |
|
ELECTION OF
DIRECTOR: ANNE M. FINUCANE |
|
Management |
|
For |
|
For |
|
| 1G. |
|
ELECTION OF
DIRECTOR: LARRY J. MERLO |
|
Management |
|
For |
|
For |
|
| 1H. |
|
ELECTION OF
DIRECTOR: JEAN-PIERRE MILLON |
|
Management |
|
For |
|
For |
|
| 1I. |
|
ELECTION OF
DIRECTOR: MARY L. SCHAPIRO |
|
Management |
|
For |
|
For |
|
| 1J. |
|
ELECTION OF
DIRECTOR: RICHARD J. SWIFT |
|
Management |
|
For |
|
For |
|
| 1K. |
|
ELECTION OF
DIRECTOR: WILLIAM C. WELDON |
|
Management |
|
For |
|
For |
|
| 1L. |
|
ELECTION OF
DIRECTOR: TONY L. WHITE |
|
Management |
|
For |
|
For |
|
| 2. |
|
PROPOSAL TO
RATIFY INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2017. |
|
Management |
|
For |
|
For |
|
| 3. |
|
SAY ON PAY
- AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. |
|
Management |
|
For |
|
For |
|
| 4. |
|
TO RECOMMEND,
BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES. |
|
Management |
|
1 Year |
|
For |
|
| 5. |
|
PROPOSAL TO
APPROVE THE 2017 INCENTIVE COMPENSATION PLAN. |
|
Management |
|
For |
|
For |
|
| 6. |
|
STOCKHOLDER
PROPOSAL REGARDING THE OWNERSHIP THRESHOLD FOR CALLING SPECIAL MEETINGS OF STOCKHOLDERS. |
|
Shareholder |
|
For |
|
Against |
|
| 7. |
|
STOCKHOLDER
PROPOSAL REGARDING A REPORT ON EXECUTIVE PAY. |
|
Shareholder |
|
Against |
|
For |
|
| 8. |
|
STOCKHOLDER
PROPOSAL REGARDING A REPORT ON RENEWABLE ENERGY TARGETS. |
|
Shareholder |
|
Against |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 2 |
|
RESOLUTION
ON THE APPROPRIATION OF THE DISTRIBUTABLE PROFIT THE DISTRIBUTABLE PROFIT OF EUR
2,299,912,186 SHALL BE APPROPRIATED AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 3.50
PER ORDINARY SHARE PAYMENT OF A DIVIDEND OF EUR 3.52 PER PREFERRED SHARE EX-DIVIDEND
DATE: MAY 12, 2017 PAYABLE DATE: MAY 16, 2017 |
|
Management |
|
For |
|
For |
|
| 3 |
|
RATIFICATION
OF THE ACTS OF THE BOARD OF MDS |
|
Management |
|
For |
|
For |
|
| 4 |
|
RATIFICATION
OF THE ACTS OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| 5 |
|
APPOINTMENT
OF AUDITORS FOR THE 2017 FINANCIAL YEAR: KPMG AG, BERLIN FOR THE REVIEW OF THE INTERIM
GROUP FINANCIAL STATEMENTS AND THE INTERIM GROUP ANNUAL REPORT FOR THE FIRST HALF-YEAR
OF THE 2017 FINANCIAL YEAR: KPMG AG, BERLIN |
|
Management |
|
For |
|
For |
|
| 6 |
|
ELECTIONS
TO THE SUPERVISORY BOARD - HEINRICH HIESINGER |
|
Management |
|
For |
|
For |
|
| O.6 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO DEAL IN COMPANY SHARES |
|
Management |
|
For |
|
For |
|
| O.7 |
|
RATIFICATION
OF THE PROVISIONAL APPOINTMENT OF MR PATRICE DURAND AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.8 |
|
APPOINTMENT
OF A DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS (MR CHRISTOPHE AUBERT) |
|
Management |
|
Against |
|
Against |
|
| O.9 |
|
APPOINTMENT
OF A DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS (MR TON WILLEMS) |
|
Management |
|
Against |
|
Against |
|
| O.10 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO MR GERARD MESTRALLET, CHIEF EXECUTIVE OFFICER,
FOR THE PERIOD FROM 1 JANUARY TO 3 MAY 2016 |
|
Management |
|
For |
|
For |
|
| O.11 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO MS. ISABELLE KOCHER, DEPUTY GENERAL MANAGER OF
TRANSACTIONS, FOR THE PERIOD FROM 1 JANUARY TO 3 MAY 2016 |
|
Management |
|
For |
|
For |
|
| O.12 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO MS. ISABELLE KOCHER, GENERAL MANAGER, FOR THE PERIOD
FROM 3 MAY TO 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.13 |
|
APPROVAL,
PURSUANT TO ARTICLE L.225-37-2 OF THE FRENCH COMMERCIAL CODE, OF THE PRINCIPLES
AND CRITERIA FOR DETERMINING, DISTRIBUTING AND AWARDING FIXED, VARIABLE AND EXCEPTIONAL
COMPONENTS FORMING THE GLOBAL COMPENSATIONS AND THE BENEFITS OF ALL KINDS TO BE
AWARDED TO THE MANAGEMENT EXECUTIVE OFFICERS |
|
Management |
|
For |
|
For |
|
| E.14 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO DECIDE UPON AN INCREASE
IN CAPITAL THROUGH THE ISSUANCE OF SHARES OR SECURITIES GRANTING ACCESS TO CAPITAL
SECURITIES TO BE ISSUED, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT,
FOR THE BENEFIT OF EMPLOYEES ADHERING TO THE ENGIE GROUP COMPANY SAVINGS SCHEME |
|
Management |
|
For |
|
For |
|
| E.15 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO DECIDE UPON AN INCREASE
IN THE CAPITAL THROUGH THE ISSUANCE OF SHARES OR SECURITIES GRANTING ACCESS TO CAPITAL
SECURITIES TO BE ISSUED, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT,
IN FAVOUR OF ANY ENTITY INCLUDED WITHIN THE CONTEXT OF IMPLEMENTING THE ENGIE GROUP
INTERNATIONAL EMPLOYEE SHAREHOLDING PLAN |
|
Management |
|
For |
|
For |
|
| E.16 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO FREELY ALLOCATE SHARES, IN FAVOUR OF,
ON THE ONE HAND, ALL EMPLOYEES AND EXECUTIVE OFFICERS OF THE ENGIE GROUP (WITH THE
EXCEPTION OF ENGIE COMPANY EXECUTIVE OFFICERS) OR, ON THE OTHER HAND, EMPLOYEES
PARTICIPATING IN THE ENGIE GROUP INTERNATIONAL EMPLOYEE SHAREHOLDING PLAN |
|
Management |
|
For |
|
For |
|
| E.17 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO FREELY ALLOCATE SHARES IN FAVOUR OF CERTAIN
ENGIE GROUP EMPLOYEES AND EXECUTIVE OFFICERS (WITH THE EXCEPTION OF ENGIE COMPANY
EXECUTIVE OFFICERS) |
|
Management |
|
For |
|
For |
|
| E.18 |
|
POWERS TO
EXECUTE THE DECISIONS OF THE GENERAL MEETING AND TO CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.3 |
|
ALLOCATION
OF INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 AND SETTING OF THE DIVIDEND |
|
Management |
|
For |
|
For |
|
| O.4 |
|
STATUTORY
AUDITORS’ SPECIAL REPORT RELATING TO THE AGREEMENTS PURSUANT TO ARTICLE L.225-38
OF THE FRENCH COMMERCIAL CODE |
|
Management |
|
For |
|
For |
|
| O.5 |
|
APPROVAL OF
COMMITMENTS PURSUANT TO ARTICLE L.225-42-1 OF THE FRENCH COMMERCIAL CODE RELATING
TO MR DIDIER MICHAUD-DANIEL, GENERAL MANAGER |
|
Management |
|
For |
|
For |
|
| O.6 |
|
RENEWAL OF
THE TERM OF MR FREDERIC LEMOINE AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.7 |
|
RENEWAL OF
THE TERM OF MR STEPHANE BACQUAERT AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.8 |
|
RENEWAL OF
THE TERM OF MS IEDA GOMES YELL AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.9 |
|
RENEWAL OF
THE TERM OF MR JEAN-MICHEL ROPERT AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.10 |
|
RENEWAL OF
THE TERM OF MS LUCIA SINAPI-THOMAS AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.11 |
|
APPOINTMENT
OF MS ANA GIROS CALPE AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.12 |
|
INCREASE IN
THE OVERALL BUDGET FOR ATTENDANCE FEES |
|
Management |
|
For |
|
For |
|
| O.13 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 TO
MR DIDIER MICHAUD-DANIEL, GENERAL MANAGER |
|
Management |
|
For |
|
For |
|
| O.14 |
|
APPROVAL OF
THE ELEMENTS OF THE REMUNERATION POLICY FOR MR FREDERIC LEMOINE, PRESIDENT OF THE
BOARD OF DIRECTORS, UNTIL 8 MARCH 2017 |
|
Management |
|
For |
|
For |
|
| O.15 |
|
APPROVAL OF
THE ELEMENTS OF THE REMUNERATION POLICY FOR THE PRESIDENT OF THE BOARD OF DIRECTORS
SINCE 8 MARCH 2017 |
|
Management |
|
For |
|
For |
|
| O.16 |
|
APPROVAL OF
THE ELEMENTS OF THE REMUNERATION POLICY FOR THE GENERAL MANAGER |
|
Management |
|
For |
|
For |
|
| O.17 |
|
RATIFICATION
OF THE TRANSFER OF THE REGISTERED OFFICE |
|
Management |
|
For |
|
For |
|
| O.18 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO TRADE IN COMMON COMPANY SHARES |
|
Management |
|
For |
|
For |
|
| E.19 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL WITH
RETENTION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT OF SHAREHOLDERS |
|
Management |
|
For |
|
For |
|
| E.20 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE, IN THE EVENT OF EXCESSIVE
APPLICATIONS, THE NUMBER OF SECURITIES TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE,
WITH RETENTION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT OF SHAREHOLDERS COMPLETED ACCORDING
TO THE 19TH RESOLUTION PRESENTED DURING THIS GENERAL MEETING |
|
Management |
|
For |
|
For |
|
| E.21 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO ISSUE COMMON COMPANY SHARES AND/OR
SECURITIES, FOR THE BENEFIT OF MEMBERS OF THE COMPANY SAVINGS PLAN, GRANTING IMMEDIATE
AND/OR DEFERRED ACCESS TO THE COMPANY’S CAPITAL, WITH CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT OF SHAREHOLDERS |
|
Management |
|
For |
|
For |
|
| E.22 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL BY INCORPORATING
PREMIUMS, RESERVES, PROFITS OR ANY OTHER SUM WHOSE CAPITALISATION WOULD BE PERMITTED |
|
Management |
|
For |
|
For |
|
| E.23 |
|
DELEGATION
OF POWERS GRANTED TO THE BOARD OF DIRECTORS TO ISSUE COMMON COMPANY SHARES AND/OR
SECURITIES GRANTING IMMEDIATE AND/OR DEFERRED ACCESS TO THE COMPANY’S CAPITAL,
WITHIN THE LIMIT OF 10% OF THE SHARE CAPITAL, IN ORDER TO REMUNERATE CONTRIBUTIONS
IN KIND MADE TO THE COMPANY |
|
Management |
|
For |
|
For |
|
| E.24 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO ISSUE COMMON COMPANY SHARES AND/OR
SECURITIES GRANTING IMMEDIATE AND/OR DEFERRED ACCESS TO THE COMPANY’S CAPITAL
AS REMUNERATION FOR CONTRIBUTIONS OF SECURITIES MADE IN THE CONTEXT OF A PUBLIC
EXCHANGE OFFER INITIATED BY THE COMPANY |
|
Management |
|
For |
|
For |
|
| E.25 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO DECREASE THE SHARE CAPITAL BY CANCELLING ALL
OR PART OF THE COMPANY’S SHARES ACQUIRED WITHIN THE CONTEXT OF ANY SHARE BUYBACK
SCHEME |
|
Management |
|
For |
|
For |
|
| E.26 |
|
OVERALL LIMITATION
OF THE AMOUNT OF ISSUANCES LIKELY TO BE MADE PURSUANT TO THE 19TH AND 24TH RESOLUTIONS |
|
Management |
|
For |
|
For |
|
| E.27 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.2 |
|
APPROVAL OF
THE CORPORATE FINANCIAL STATEMENTS FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.3 |
|
ALLOCATION
OF PARENT COMPANY INCOME AND SETTING OF THE DIVIDEND AT EUR 1.60 PER SHARE FOR 2016 |
|
Management |
|
For |
|
For |
|
| O.4 |
|
RATIFICATION
OF THE CO-OPTATION OF MRS DELPHINE GENY-STEPHANN AS A DIRECTOR APPOINTED UPON PROPOSAL
OF THE PUBLIC SECTOR |
|
Management |
|
Against |
|
Against |
|
| O.5 |
|
RENEWAL OF
THE TERM OF MR PHILIPPE LEPINAY AS DIRECTOR REPRESENTING THE SHAREHOLDING EMPLOYEES |
|
Management |
|
For |
|
For |
|
| O.6 |
|
ADVISORY REVIEW
OF THE COMPENSATION OF MR PATRICE CAINE, THE COMPANY’S SOLE EXECUTIVE DIRECTOR,
FOR THE YEAR 2016 |
|
Management |
|
Against |
|
Against |
|
| O.7 |
|
APPROVAL OF
PRINCIPLES AND ESTABLISHMENT OF THE ALLOCATION AND AWARDING CRITERIA OF THE FIXED,
VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THESE COMPENSATIONS AND ALL BENEFITS
OF ALL KINDS TO BE AWARDED TO THE CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| O.8 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO ALLOW THE COMPANY TO TRADE IN ITS OWN SHARES
(WITH A MAXIMUM PURCHASE PRICE OF EURO 120 PER SHARE) |
|
Management |
|
For |
|
For |
|
| E.9 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO CANCEL SHARES ACQUIRED THROUGH THE SHARE BUYBACK
PROGRAMME |
|
Management |
|
For |
|
For |
|
| O.10 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
|
|
|
|
| O.11 |
|
APPOINTMENT
OF MS LAURENCE BROSETA AS DIRECTOR, AS PROPOSED BY THE PUBLIC SECTOR |
|
Management |
|
For |
|
For |
|
| O.12 |
|
APPOINTMENT
OF MS DELPHINE GENY-STEPHANN AS DIRECTOR, AS PROPOSED BY THE PUBLIC SECTOR |
|
Management |
|
For |
|
For |
|
| O.13 |
|
APPOINTMENT
OF MR LAURENT COLLET-BILLON AS DIRECTOR, AS PROPOSED BY THE PUBLIC SECTOR |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE INDIVIDUAL FINANCIAL STATEMENTS FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.3 |
|
ALLOCATION
OF INCOME; SETTING AND PAYMENT OF DIVIDEND |
|
Management |
|
For |
|
For |
|
| O.4 |
|
APPROVAL OF
REGULATED AGREEMENTS |
|
Management |
|
For |
|
For |
|
| O.5 |
|
APPROVAL OF
THE RENEWAL OF THE COMMITMENTS MADE IN THE EVENT OF THE CHAIRMAN OF THE BOARD OF
DIRECTORS TERMINATING HIS DUTIES |
|
Management |
|
For |
|
For |
|
| O.6 |
|
APPROVAL OF
THE RENEWAL OF THE COMMITMENTS MADE IN THE EVENT OF A MEMBER OF THE BOARD OF DIRECTORS
TERMINATING THEIR DUTIES |
|
Management |
|
For |
|
For |
|
| O.7 |
|
RENEWAL OF
THE TERM OF MR LAURENT BURELLE AS A MEMBER OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| O.8 |
|
RENEWAL OF
THE TERM OF MS BENEDICTE COSTE AS A MEMBER OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| O.9 |
|
RENEWAL OF
THE TERM OF MS PRISCILLA DE MOUSTIER AS A MEMBER OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| O.10 |
|
RENEWAL OF
THE TERM OF MR EDOUARD DE L’ESPEE AS A MEMBER OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| O.11 |
|
APPOINTMENT
OF MR NICHOLAS FERGUSON AS A MEMBER OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| O.12 |
|
APPOINTMENT
OF MR NICOLAS VER HULST AS A MEMBER OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| O.13 |
|
SETTING THE
AMOUNT OF ATTENDANCE FEES ALLOCATED TO THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| O.14 |
|
VOTE ON THE
ITEMS OF THE REMUNERATION POLICY ATTRIBUTABLE TO THE CHAIRMAN OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| O.15 |
|
VOTE ON THE
ITEMS OF THE REMUNERATION POLICY ATTRIBUTABLE TO MEMBERS OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| O.16 |
|
VOTE ON THE
ITEMS OF THE REMUNERATION POLICY ATTRIBUTABLE TO MEMBERS OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| O.17 |
|
ADVISORY REVIEW
OF THE COMPENSATION OWED OR PAID TO MR FREDERIC LEMOINE, CHAIRMAN OF THE BOARD OF
DIRECTORS |
|
Management |
|
For |
|
For |
|
| O.18 |
|
ADVISORY REVIEW
OF THE ITEMS OF COMPENSATION OWED OR PAID TO MR BERNARD GAUTIER, MEMBER OF THE BOARD
OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| O.19 |
|
ADVISORY REVIEW
OF THE ITEMS OF COMPENSATION OWED OR PAID TO MR FRANCOIS DE WENDEL, CHAIRMAN OF
THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| O.20 |
|
AUTHORISATION
FOR THE BOARD OF DIRECTORS TO BUY COMPANY SHARES: MAXIMUM PRICE: EUR 200 |
|
Management |
|
For |
|
For |
|
| E.21 |
|
AUTHORISATION
FOR THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELLING SHARES OF UP
TO 10% OF THE CAPITAL WITHIN A 24-MONTH PERIOD |
|
Management |
|
For |
|
For |
|
| E.22 |
|
DELEGATION
OF AUTHORITY FOR THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY A NOMINAL
AMOUNT OF UP TO SEVENTY-FIVE MILLION EUROS, WITH RETENTION OF THE PRE-EMPTIVE SUBSCRIPTION
RIGHT |
|
Management |
|
For |
|
For |
|
| E.23 |
|
DELEGATION
OF AUTHORITY FOR THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY A NOMINAL
AMOUNT OF UP TO EIGHTEEN MILLION EUROS, WITH WITHDRAWAL OF THE PRE-EMPTIVE SUBSCRIPTION
RIGHT, AND WITH THE POSSIBILITY OF GRANTING A PRIORITY PERIOD TO SHAREHOLDERS |
|
Management |
|
For |
|
For |
|
| E.24 |
|
DELEGATION
OF AUTHORITY FOR THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING
SHARES AND/OR SECURITIES THAT GRANT ACCESS TO THE CAPITAL WITH WITHDRAWAL OF THE
PRE-EMPTIVE SUBSCRIPTION RIGHT, THROUGH A PRIVATE PLACEMENT PURSUANT TO ARTICLE
L.411-2 II OF THE FRENCH MONETARY AND FINANCIAL CODE |
|
Management |
|
For |
|
For |
|
| E.25 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO SET THE ISSUE PRICE OF SHARES OR SECURITIES
PURSUANT TO THE CONDITIONS SET OUT BY THE GENERAL MEETING, WITH WITHDRAWAL OF THE
PRE-EMPTIVE SUBSCRIPTION RIGHT, THROUGH A PUBLIC OFFER OR PRIVATE PLACEMENT, WITHIN
THE ANNUAL LIMIT OF 10% OF THE SHARE CAPITAL |
|
Management |
|
For |
|
For |
|
| E.26 |
|
DELEGATION
OF AUTHORITY FOR THE BOARD OF DIRECTORS TO INCREASE THE NUMBER OF SECURITIES TO
BE ISSUED IN THE EVENT OF EXCESS DEMAND, BY UP TO 15% OF THE PRIMARY ISSUE, WITH
RETENTION OR WITHDRAWAL OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| E.27 |
|
DELEGATION
OF AUTHORITY FOR THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY UP TO EIGHTEEN
MILLION EUROS, WITH WITHDRAWAL OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, IN ORDER TO
REMUNERATE SECURITIES CONTRIBUTED EITHER IN-KIND OR AS PART OF A PUBLIC EXCHANGE
OFFER |
|
Management |
|
For |
|
For |
|
| E.28 |
|
DELEGATION
OF AUTHORITY FOR THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY UP TO EIGHTY
MILLION EUROS BY INCORPORATING RESERVES, PROFITS OR PREMIUMS |
|
Management |
|
For |
|
For |
|
| E.29 |
|
OVERALL LIMIT
FOR CAPITAL INCREASES |
|
Management |
|
For |
|
For |
|
| E.30 |
|
DELEGATION
OF AUTHORITY FOR THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY A NOMINAL AMOUNT
OF UP TO ONE HUNDRED AND FIFTY MILLION EUROS, WITH WITHDRAWAL OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT, BY ISSUING SHARES OR SECURITIES THAT GRANT ACCESS TO CAPITAL
RESERVED FOR MEMBERS OF THE GROUP SAVINGS SCHEME |
|
Management |
|
For |
|
For |
|
| E.31 |
|
AUTHORISATION
FOR THE BOARD OF DIRECTORS TO GRANT SHARE SUBSCRIPTION OR PURCHASE OPTIONS TO EXECUTIVE
OFFICERS AND EMPLOYEES, WITH WITHDRAWAL OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION
RIGHT, OF UP TO 1% OF THE SHARE CAPITAL, WITH A SUB-CEILING OF 36% OF THE OVERALL
LIMIT FOR MEMBERS OF THE BOARD OF DIRECTORS, WITH THE 1% CEILING APPLYING TO THIS
RESOLUTION AS WELL AS THE THIRTY-SECOND RESOLUTION. |
|
Management |
|
For |
|
For |
|
| E.32 |
|
AUTHORISATION
FOR THE BOARD OF DIRECTORS TO ALLOCATE PERFORMANCE-BASED SHARES OF UP TO 0.3333%
OF THE SHARE CAPITAL TO EXECUTIVE OFFICERS AND EMPLOYEES, WITH WITHDRAWAL OF THE
PRE-EMPTIVE SUBSCRIPTION RIGHT, WITH THIS AMOUNT BEING DEDUCTED FROM THE OVERALL
CEILING OF 1% SET OUT IN THE THIRTY-FIRST RESOLUTION, AND WITH A SUB-CEILING OF
36% OF THE OVERALL LIMIT FOR MEMBERS OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| E.33 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1A. |
|
ELECTION OF
DIRECTOR: ANTHONY K. ANDERSON |
|
Management |
|
For |
|
For |
|
| 1B. |
|
ELECTION OF
DIRECTOR: OSCAR FANJUL |
|
Management |
|
For |
|
For |
|
| 1C. |
|
ELECTION OF
DIRECTOR: DANIEL S. GLASER |
|
Management |
|
For |
|
For |
|
| 1D. |
|
ELECTION OF
DIRECTOR: H. EDWARD HANWAY |
|
Management |
|
For |
|
For |
|
| 1E. |
|
ELECTION OF
DIRECTOR: DEBORAH C. HOPKINS |
|
Management |
|
For |
|
For |
|
| 1F. |
|
ELECTION OF
DIRECTOR: ELAINE LA ROCHE |
|
Management |
|
For |
|
For |
|
| 1G. |
|
ELECTION OF
DIRECTOR: STEVEN A. MILLS |
|
Management |
|
For |
|
For |
|
| 1H. |
|
ELECTION OF
DIRECTOR: BRUCE P. NOLOP |
|
Management |
|
For |
|
For |
|
| 1I. |
|
ELECTION OF
DIRECTOR: MARC D. OKEN |
|
Management |
|
For |
|
For |
|
| 1J. |
|
ELECTION OF
DIRECTOR: MORTON O. SCHAPIRO |
|
Management |
|
For |
|
For |
|
| 1K. |
|
ELECTION OF
DIRECTOR: LLOYD M. YATES |
|
Management |
|
For |
|
For |
|
| 1L. |
|
ELECTION OF
DIRECTOR: R. DAVID YOST |
|
Management |
|
For |
|
For |
|
| 2. |
|
ADVISORY (NONBINDING)
VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION |
|
Management |
|
For |
|
For |
|
| 3. |
|
ADVISORY (NONBINDING)
VOTE ON THE FREQUENCY OF FUTURE VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION |
|
Management |
|
1 Year |
|
For |
|
| 4. |
|
RATIFICATION
OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
|
Management |
|
For |
|
For |
|
| 5. |
|
STOCKHOLDER
PROPOSAL - HOLY LAND PRINCIPLES |
|
Shareholder |
|
Against |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
AND ADOPT THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS AND OF THE AUDITORS FOR
THE YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO APPROVE
THE DIRECTORS’ REMUNERATION REPORT (EXCLUDING THE DIRECTORS’ REMUNERATION
POLICY REPORT) FOR THE YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 3 |
|
TO APPROVE
THE 2017 DIRECTORS’ REMUNERATION POLICY REPORT |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO DECLARE
A FINAL DIVIDEND |
|
Management |
|
For |
|
For |
|
| 5 |
|
TO RE-ELECT
JEAN-PAUL LUKSIC AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 6 |
|
TO RE-ELECT
OLLIE OLIVEIRA AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 7 |
|
TO RE-ELECT
GONZALO MENENDEZ AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 8 |
|
TO RE-ELECT
RAMON JARA AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 9 |
|
TO RE-ELECT
JUAN CLARO AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 10 |
|
TO RE-ELECT
WILLIAM HAYES AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 11 |
|
TO RE-ELECT
TIM BAKER AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 12 |
|
TO RE-ELECT
ANDRONICO LUKSIC AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 13 |
|
TO RE-ELECT
VIVIANNE BLANLOT AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 14 |
|
TO RE-ELECT
JORGE BANDE AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 15 |
|
TO ELECT FRANCISCA
CASTRO AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 16 |
|
TO RE-APPOINT
PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 17 |
|
TO AUTHORISE
THE AUDIT AND RISK COMMITTEE FOR AND ON BEHALF OF THE BOARD TO FIX THE REMUNERATION
OF THE AUDITORS |
|
Management |
|
For |
|
For |
|
| 18 |
|
TO GRANT AUTHORITY
TO THE DIRECTORS TO ALLOT SECURITIES |
|
Management |
|
For |
|
For |
|
| 19 |
|
TO GRANT POWER
TO THE DIRECTORS TO ALLOT SECURITIES OTHER THAN ON A PRO-RATA BASIS TO SHAREHOLDERS
FOR CASH |
|
Management |
|
For |
|
For |
|
| 20 |
|
TO GRANT POWER
TO THE DIRECTORS TO ALLOT SECURITIES OTHER THAN ON A PRO-RATA BASIS TO SHAREHOLDERS
FOR CASH FOR THE PURPOSES OF AN ACQUISITION OR SPECIFIED CAPITAL INVESTMENT |
|
Management |
|
For |
|
For |
|
| 21 |
|
TO GRANT THE
COMPANY AUTHORITY TO MAKE MARKET PURCHASES OF ORDINARY SHARES |
|
Management |
|
For |
|
For |
|
| 22 |
|
TO PERMIT
THE COMPANY TO CALL GENERAL MEETINGS (OTHER THAN ANNUAL GENERAL MEETINGS) ON NOT
LESS THAN 14 CLEAR DAYS’ NOTICE |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
AND CONSIDER THE AUDITED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO DECLARE
A FINAL DIVIDEND OF HKD 0.17 PER SHARE IN RESPECT OF THE YEAR ENDED 31 DECEMBER
2016 |
|
Management |
|
For |
|
For |
|
| 3.A |
|
TO ELECT MR.
ROBERT GAZZI AS AN INDEPENDENT NON-EXECUTIVE EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 3.B |
|
TO RE-ELECT
MR. HAN ZI JING AS AN EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 3.C |
|
TO RE-ELECT
MR. TEO HONG KIONG AS AN EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 3.D |
|
TO RE-ELECT
MR. WILLIAM ECCLESHARE AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO RE-ELECT
MS. LEONIE KI MAN FUNG (WHO HAS SERVED AS AN INDEPENDENT NONEXECUTIVE DIRECTOR OF
THE COMPANY FOR MORE THAN 9 YEARS) AS AN INDEPENDENT NONEXECUTIVE DIRECTOR OF THE
COMPANY |
|
Management |
|
For |
|
For |
|
| 5 |
|
TO AUTHORISE
THE BOARD OF DIRECTORS OF THE COMPANY (THE ’’BOARD’’) TO FIX
THE REMUNERATION OF ALL THE DIRECTORS FOR THE YEAR ENDING 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| 6 |
|
TO RE-APPOINT
ERNST & YOUNG AS THE AUDITORS OF THE COMPANY AND TO AUTHORISE THE BOARD TO
FIX THEIR REMUNERATION FOR THE YEAR ENDING 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| 7 |
|
TO GRANT A
GENERAL MANDATE TO THE BOARD TO REPURCHASE SHARES OF THE COMPANY NOT EXCEEDING 10%
OF THE NUMBER OF ISSUED SHARES OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 8 |
|
TO GRANT A
GENERAL MANDATE TO THE BOARD TO ISSUE, ALLOT AND DEAL WITH ADDITIONAL SHARES IN
THE COMPANY NOT EXCEEDING 20% OF THE NUMBER OF ISSUED SHARES OF THE COMPANY |
|
Management |
|
Against |
|
Against |
|
| 9 |
|
TO EXTEND
THE GENERAL MANDATE GRANTED TO THE BOARD TO ISSUE, ALLOT AND DEAL WITH SHARES BY
THE TOTAL NUMBER OF SHARES REPURCHASED |
|
Management |
|
Against |
|
Against |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2.1 |
|
Appoint a
Director except as Supervisory Committee Members Shimatani,
Yoshishige |
|
Management |
|
For |
|
For |
|
| 2.2 |
|
Appoint a
Director except as Supervisory Committee Members Chida,
Satoshi |
|
Management |
|
For |
|
For |
|
| 2.3 |
|
Appoint a
Director except as Supervisory Committee Members Urai,
Toshiyuki |
|
Management |
|
For |
|
For |
|
| 2.4 |
|
Appoint a
Director except as Supervisory Committee Members Tako,
Nobuyuki |
|
Management |
|
For |
|
For |
|
| 2.5 |
|
Appoint a
Director except as Supervisory Committee Members Ishizuka,
Yasushi |
|
Management |
|
For |
|
For |
|
| 2.6 |
|
Appoint a
Director except as Supervisory Committee Members Yamashita,
Makoto |
|
Management |
|
For |
|
For |
|
| 2.7 |
|
Appoint a
Director except as Supervisory Committee Members Ichikawa,
Minami |
|
Management |
|
For |
|
For |
|
| 2.8 |
|
Appoint a
Director except as Supervisory Committee Members Seta, Kazuhiko |
|
Management |
|
For |
|
For |
|
| 2.9 |
|
Appoint a
Director except as Supervisory Committee Members Ikeda, Atsuo |
|
Management |
|
For |
|
For |
|
| 2.10 |
|
Appoint a
Director except as Supervisory Committee Members Ota, Keiji |
|
Management |
|
For |
|
For |
|
| 2.11 |
|
Appoint a
Director except as Supervisory Committee Members Matsuoka, Hiroyasu |
|
Management |
|
For |
|
For |
|
| 2.12 |
|
Appoint a
Director except as Supervisory Committee Members Ikeda, Takayuki |
|
Management |
|
For |
|
For |
|
| 2.13 |
|
Appoint a
Director except as Supervisory Committee Members Biro, Hiroshi |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2.1 |
|
Appoint a
Director Isaka, Ryuichi |
|
Management |
|
For |
|
For |
|
| 2.2 |
|
Appoint a
Director Goto, Katsuhiro |
|
Management |
|
For |
|
For |
|
| 2.3 |
|
Appoint a
Director Ito, Junro |
|
Management |
|
For |
|
For |
|
| 2.4 |
|
Appoint a
Director Aihara, Katsutane |
|
Management |
|
For |
|
For |
|
| 2.5 |
|
Appoint a
Director Yamaguchi, Kimiyoshi |
|
Management |
|
For |
|
For |
|
| 2.6 |
|
Appoint a
Director Furuya, Kazuki |
|
Management |
|
For |
|
For |
|
| 2.7 |
|
Appoint a
Director Anzai, Takashi |
|
Management |
|
For |
|
For |
|
| 2.8 |
|
Appoint a
Director Otaka, Zenko |
|
Management |
|
For |
|
For |
|
| 2.9 |
|
Appoint a
Director Joseph M. DePinto |
|
Management |
|
For |
|
For |
|
| 2.10 |
|
Appoint a
Director Scott Trevor Davis |
|
Management |
|
For |
|
For |
|
| 2.11 |
|
Appoint a
Director Tsukio, Yoshio |
|
Management |
|
For |
|
For |
|
| 2.12 |
|
Appoint a
Director Ito, Kunio |
|
Management |
|
For |
|
For |
|
| 2.13 |
|
Appoint a
Director Yonemura, Toshiro |
|
Management |
|
For |
|
For |
|
| 3 |
|
Appoint a
Corporate Auditor Habano, Noriyuki |
|
Management |
|
For |
|
For |
|
| 4 |
|
Approve Delegation
of Authority to the Board of Directors to Determine Details of Share Acquisition
Rights Issued as Stock-Linked Compensation Type Stock Options for Executive Officers
of the Company and Directors except Outside Directors and Executive Officers of
the Company’s Subsidiaries |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1A. |
|
ELECTION OF
DIRECTOR: MICHAEL J. KOWALSKI |
|
Management |
|
For |
|
For |
|
| 1B. |
|
ELECTION OF
DIRECTOR: ROSE MARIE BRAVO |
|
Management |
|
For |
|
For |
|
| 1C. |
|
ELECTION OF
DIRECTOR: GARY E. COSTLEY |
|
Management |
|
For |
|
For |
|
| 1D. |
|
ELECTION OF
DIRECTOR: ROGER N. FARAH |
|
Management |
|
For |
|
For |
|
| 1E. |
|
ELECTION OF
DIRECTOR: LAWRENCE K. FISH |
|
Management |
|
For |
|
For |
|
| 1F. |
|
ELECTION OF
DIRECTOR: ABBY F. KOHNSTAMM |
|
Management |
|
For |
|
For |
|
| 1G. |
|
ELECTION OF
DIRECTOR: JAMES E. LILLIE |
|
Management |
|
For |
|
For |
|
| 1H. |
|
ELECTION OF
DIRECTOR: CHARLES K. MARQUIS |
|
Management |
|
For |
|
For |
|
| 1I. |
|
ELECTION OF
DIRECTOR: WILLIAM A. SHUTZER |
|
Management |
|
For |
|
For |
|
| 1J. |
|
ELECTION OF
DIRECTOR: ROBERT S. SINGER |
|
Management |
|
For |
|
For |
|
| 1K. |
|
ELECTION OF
DIRECTOR: FRANCESCO TRAPANI |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
AND CONSIDER THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND THE
REPORTS OF THE DIRECTORS AND OF THE AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO DECLARE
A FINAL DIVIDEND OF HKD 5 CENTS PER SHARE FOR THE YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 3 |
|
TO RE-ELECT
MR. YU YAOMING AS AN EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO RE-ELECT
MR. FUNG HIU CHUEN, JOHN AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 5 |
|
TO RE-ELECT
DR. LIN ZHIJUN AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 6 |
|
TO RE-ELECT
DR. ZHANG WEIJIONG AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 7 |
|
TO AUTHORIZE
THE BOARD OF DIRECTORS OF THE COMPANY (THE “BOARD”) TO FIX THE DIRECTORS’ REMUNERATION |
|
Management |
|
For |
|
For |
|
| 8 |
|
TO RE-APPOINT
ERNST & YOUNG AS THE AUDITORS OF THE COMPANY AND TO AUTHORIZE THE BOARD TO
FIX AUDITORS’ REMUNERATION |
|
Management |
|
For |
|
For |
|
| 9 |
|
TO GRANT A
GENERAL MANDATE TO THE DIRECTORS OF THE COMPANY TO REPURCHASE THE COMPANY’S
SHARES (“SHARES”) |
|
Management |
|
For |
|
For |
|
| 10 |
|
TO GRANT A
GENERAL MANDATE TO THE DIRECTORS OF THE COMPANY TO ALLOT, ISSUE AND DEAL WITH THE
SHARES |
|
Management |
|
Against |
|
Against |
|
| 11 |
|
TO EXTEND
THE GENERAL MANDATE GRANTED TO THE DIRECTORS OF THE COMPANY UNDER RESOLUTION NO.
10 TO ISSUE SHARES BY THE NUMBER OF SHARES REPURCHASED |
|
Management |
|
Against |
|
Against |
|
| 2 |
|
TO APPROVE
THE PAYMENT OF DIRECTORS’ FEES OF RM1,223,700
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER
2016 (2015 : RM1,228,300) |
|
Management |
|
For |
|
For |
|
| 3 |
|
TO RE-ELECT
THE FOLLOWING PERSON AS DIRECTOR OF
THE COMPANY PURSUANT TO ARTICLE 99
OF THE ARTICLES OF ASSOCIATION OF THE COMPANY:
MR QUAH CHEK TIN |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO RE-ELECT
THE FOLLOWING PERSON AS DIRECTOR OF
THE COMPANY PURSUANT TO ARTICLE 99
OF THE ARTICLES OF ASSOCIATION OF THE COMPANY:
GEN. DATO’ SERI DIRAJA TAN SRI (DR.) MOHD
ZAHIDI BIN HJ ZAINUDDIN (R) |
|
Management |
|
For |
|
For |
|
| 5 |
|
TO RE-APPOINT
PRICEWATERHOUSECOOPERS AS AUDITORS OF
THE COMPANY AND TO AUTHORISE THE DIRECTORS
TO FIX THEIR REMUNERATION |
|
Management |
|
For |
|
For |
|
| 6 |
|
AUTHORITY
TO DIRECTORS PURSUANT TO SECTION 75
OF THE COMPANIES ACT 2016 |
|
Management |
|
For |
|
For |
|
| 7 |
|
PROPOSED RENEWAL
OF THE AUTHORITY FOR THE COMPANY
TO PURCHASE ITS OWN SHARES |
|
Management |
|
For |
|
For |
|
| 8 |
|
PROPOSED RENEWAL
OF SHAREHOLDERS’ MANDATE FOR
RECURRENT RELATED PARTY TRANSACTIONS
OF A REVENUE OR TRADING NATURE AND
PROPOSED NEW SHAREHOLDERS’ MANDATE FOR
ADDITIONAL RECURRENT RELATED PARTY TRANSACTIONS
OF A REVENUE OR TRADING NATURE |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE ANNUAL CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2016 |
|
Management |
|
For |
|
For |
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2016 |
|
Management |
|
For |
|
For |
|
| O.3 |
|
ALLOCATION
OF INCOME |
|
Management |
|
For |
|
For |
|
| O.4 |
|
APPROVAL OF
THE REGULATED AGREEMENTS AND COMMITMENTS |
|
Management |
|
For |
|
For |
|
| O.5 |
|
RATIFICATION
OF THE COOPTATION OF FRANCOIS THOMAZEAU AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.6 |
|
RENEWAL OF
THE TERM OF MARIE BOLLORE AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.7 |
|
RENEWAL OF
THE TERM OF CELINE MERLE BERAL AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.8 |
|
RENEWAL OF
THE TERM OF OLIVIER ROUSSEL AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.9 |
|
RENEWAL OF
THE TERM OF FRANCOIS THOMAZEAU AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.10 |
|
SETTING OF
THE AMOUNT FOR ATTENDANCE FEES |
|
Management |
|
For |
|
For |
|
| O.11 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO PURCHASE COMPANY SHARES |
|
Management |
|
For |
|
For |
|
| O.12 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO VINCENT BOLLORE, CHAIRMAN OF THE BOARD OF DIRECTORS,
FOR THE FINANCIAL YEAR 2016 |
|
Management |
|
For |
|
For |
|
| O.13 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO CEDRIC DE BAILLIENCOURT, GENERAL MANAGER, FOR THE
FINANCIAL YEAR 2016 |
|
Management |
|
For |
|
For |
|
| O.14 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL ELEMENTS COMPRISING THE TOTAL REMUNERATION AND ANY BENEFITS
WHICH MAY BE ALLOCATED TO VINCENT BOLLORE AS CHAIRMAN OF THE BOARD OF DIRECTORS
AND TO CEDRIC DE BAILLIENCOURT AS GENERAL MANAGER |
|
Management |
|
For |
|
For |
|
| O.15 |
|
POWERS TO
CARRY OUT ALL FORMALITIES |
|
Management |
|
For |
|
For |
|
| E.1 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY ISSUING
COMMON SHARES OR ANY SECURITIES GRANTING ACCESS TO THE CAPITAL WITH RETENTION OF
THE PRE-EMPTIVE SUBSCRIPTION RIGHT OF SHAREHOLDERS |
|
Management |
|
For |
|
For |
|
| E.2 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH A SHARE CAPITAL INCREASE
BY ISSUING COMMON SHARES IN CONSIDERATION OF INCORPORATING RESERVES, PROFITS OR
PREMIUMS OR BY INCREASING THE NOMINAL VALUE |
|
Management |
|
For |
|
For |
|
| E.3 |
|
DELEGATION
OF POWERS GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH A CAPITAL INCREASE LIMITED
TO 10% OF THE CAPITAL WITH THE OBJECTIVE OF COMPENSATING CONTRIBUTIONS OF EQUITY
SECURITIES OR SECURITIES GRANTING ACCESS TO CAPITAL |
|
Management |
|
For |
|
For |
|
| E.4 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS, WITHIN THE CONTEXT OF THE PERIODIC
REQUIREMENT OF ARTICLE L.225- 129-6 PARAGRAPH 2 OF THE FRENCH COMMERCIAL CODE, TO
PROCEED WITH A CAPITAL INCREASE BY ISSUING OF SHARES RESERVED FOR EMPLOYEES WITH
CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| E.5 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO DECREASE THE CAPITAL BY CANCELLING SHARES PREVIOUSLY
PURCHASED THROUGH A SHARE BUYBACK PROGRAMME |
|
Management |
|
For |
|
For |
|
| E.6 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE ANNUAL FINANCIAL STATEMENTS FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.3 |
|
ALLOCATION
OF INCOME |
|
Management |
|
For |
|
For |
|
| O.4 |
|
OPTION FOR
PAYMENT OF DIVIDEND IN SHARES |
|
Management |
|
For |
|
For |
|
| O.5 |
|
AUTHORISATION
TO DISTRIBUTE INTERIM DIVIDENDS WITH THE OPTION OF PAYMENT IN SHARES |
|
Management |
|
For |
|
For |
|
| O.6 |
|
APPROVAL OF
THE REGULATED AGREEMENTS AND COMMITMENTS |
|
Management |
|
For |
|
For |
|
| O.7 |
|
RENEWAL OF
THE TERM OF MARIE BOLLORE AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.8 |
|
RENEWAL OF
THE TERM OF CELINE MERLE-BERAL AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.9 |
|
RENEWAL OF
THE TERM OF MARTINE STUDER AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.10 |
|
ACKNOWLEDGEMENT
OF THE END OF MICHEL ROUSSIN’S TERM AS OBSERVER |
|
Management |
|
For |
|
For |
|
| O.11 |
|
SETTING OF
THE AMOUNT OF ATTENDANCE FEES |
|
Management |
|
For |
|
For |
|
| O.12 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO ACQUIRE COMPANY SHARES |
|
Management |
|
For |
|
For |
|
| O.13 |
|
REVIEW OF
THE COMPENSATION DUE OR ATTRIBUTED TO VINCENT BOLLORE, CHIEF EXECUTIVE OFFICER,
FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.14 |
|
REVIEW OF
THE ITEMS OF THE COMPENSATION DUE OR ATTRIBUTED TO CYRILLE BOLLORE, DEPUTY GENERAL
MANAGER, FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.15 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL ELEMENTS COMPRISING THE TOTAL REMUNERATION, INCLUDING ANY
BENEFITS, THAT MAY BE GRANTED TO VINCENT BOLLORE IN HIS CAPACITY AS CHIEF EXECUTIVE
OFFICER |
|
Management |
|
For |
|
For |
|
| O.16 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL ELEMENTS COMPRISING THE TOTAL REMUNERATION, INCLUDING ANY
BENEFITS, THAT MAY BE GRANTED TO CYRILLE BOLLORE IN HIS CAPACITY AS DEPUTY GENERAL
MANAGER |
|
Management |
|
For |
|
For |
|
| O.17 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| E.1 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY ISSUING
COMMON SHARES OR ANY SECURITIES THAT GRANT IMMEDIATE OR EVENTUAL ACCESS TO THE CAPITAL,
WITH RETENTION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| E.2 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH A SHARE CAPITAL INCREASE
BY ISSUING COMMON SHARES TO BE RELEASED BY INCORPORATING RESERVES, BENEFITS OR PREMIUMS,
OR BY INCREASING THE NOMINAL VALUE |
|
Management |
|
For |
|
For |
|
| E.3 |
|
DELEGATION
OF POWERS GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH A CAPITAL INCREASE,
WITHIN THE LIMIT OF 10% OF THE CAPITAL, IN ORDER TO REMUNERATE CONTRIBUTIONS OF
SECURITIES OR TRANSFERABLE SECURITIES THAT GRANT ACCESS TO THE CAPITAL |
|
Management |
|
For |
|
For |
|
| E.4 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH A CAPITAL INCREASE
BY ISSUING SHARES RESERVED FOR EMPLOYEES, WITH WITHDRAWAL OF THE PRE-EMPTIVE SUBSCRIPTION
RIGHT |
|
Management |
|
For |
|
For |
|
| E.5 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE CAPITAL BY CANCELLING SHARES PREVIOUSLY
ACQUIRED AS PART OF A SHARE BUYBACK SCHEME |
|
Management |
|
For |
|
For |
|
| E.6 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO GRANT SHARE SUBSCRIPTION OR PURCHASE OPTIONS
TO EMPLOYEES AND EXECUTIVE OFFICERS OF THE COMPANY AND ITS ASSOCIATED COMPANIES |
|
Management |
|
For |
|
For |
|
| E.7 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| O.8 |
|
RENEWAL OF
THE TERM OF CELINE MERLE-BERAL AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.9 |
|
RENEWAL OF
THE TERM OF MARTINE STUDER AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.10 |
|
ACKNOWLEDGEMENT
OF THE END OF MICHEL ROUSSIN’S TERM AS OBSERVER |
|
Management |
|
For |
|
For |
|
| O.11 |
|
SETTING OF
THE AMOUNT OF ATTENDANCE FEES |
|
Management |
|
For |
|
For |
|
| O.12 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO ACQUIRE COMPANY SHARES |
|
Management |
|
For |
|
For |
|
| O.13 |
|
REVIEW OF
THE COMPENSATION DUE OR ATTRIBUTED TO VINCENT BOLLORE, CHIEF EXECUTIVE OFFICER,
FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.14 |
|
REVIEW OF
THE ITEMS OF THE COMPENSATION DUE OR ATTRIBUTED TO CYRILLE BOLLORE, DEPUTY GENERAL
MANAGER, FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.15 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL ELEMENTS COMPRISING THE TOTAL REMUNERATION, INCLUDING ANY
BENEFITS, THAT MAY BE GRANTED TO VINCENT BOLLORE IN HIS CAPACITY AS CHIEF EXECUTIVE
OFFICER |
|
Management |
|
For |
|
For |
|
| O.16 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL ELEMENTS COMPRISING THE TOTAL REMUNERATION, INCLUDING ANY
BENEFITS, THAT MAY BE GRANTED TO CYRILLE BOLLORE IN HIS CAPACITY AS DEPUTY GENERAL
MANAGER |
|
Management |
|
For |
|
For |
|
| O.17 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| E.1 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY ISSUING
COMMON SHARES OR ANY SECURITIES THAT GRANT IMMEDIATE OR EVENTUAL ACCESS TO THE CAPITAL,
WITH RETENTION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| E.2 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH A SHARE CAPITAL INCREASE
BY ISSUING COMMON SHARES TO BE RELEASED BY INCORPORATING RESERVES, BENEFITS OR PREMIUMS,
OR BY INCREASING THE NOMINAL VALUE |
|
Management |
|
For |
|
For |
|
| E.3 |
|
DELEGATION
OF POWERS GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH A CAPITAL INCREASE,
WITHIN THE LIMIT OF 10% OF THE CAPITAL, IN ORDER TO REMUNERATE CONTRIBUTIONS OF
SECURITIES OR TRANSFERABLE SECURITIES THAT GRANT ACCESS TO THE CAPITAL |
|
Management |
|
For |
|
For |
|
| E.4 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH A CAPITAL INCREASE
BY ISSUING SHARES RESERVED FOR EMPLOYEES, WITH WITHDRAWAL OF THE PRE-EMPTIVE SUBSCRIPTION
RIGHT |
|
Management |
|
For |
|
For |
|
| E.5 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE CAPITAL BY CANCELLING SHARES PREVIOUSLY
ACQUIRED AS PART OF A SHARE BUYBACK SCHEME |
|
Management |
|
For |
|
For |
|
| E.6 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO GRANT SHARE SUBSCRIPTION OR PURCHASE OPTIONS
TO EMPLOYEES AND EXECUTIVE OFFICERS OF THE COMPANY AND ITS ASSOCIATED COMPANIES |
|
Management |
|
For |
|
For |
|
| E.7 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
AND CONSIDER THE AUDITED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND
AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO DECLARE
A FINAL DIVIDEND |
|
Management |
|
For |
|
For |
|
| 3.A.I |
|
TO RE-ELECT
DR LEE KA KIT AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.AII |
|
TO RE-ELECT
MR LEE KA SHING AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3AIII |
|
TO RE-ELECT
MR SUEN KWOK LAM AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.AIV |
|
TO RE-ELECT
MADAM FUNG LEE WOON KING AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.A.V |
|
TO RE-ELECT
MR LAU YUM CHUEN, EDDIE AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.AVI |
|
TO RE-ELECT
MRS LEE PUI LING, ANGELINA AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3AVII |
|
TO RE-ELECT
MR WU KING CHEONG AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.B |
|
TO APPROVE
THE DIRECTORS’ FEES AND THE REMUNERATIONS OF THE MEMBERS OF EACH OF THE REMUNERATION
COMMITTEE AND NOMINATION COMMITTEE |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO RE-APPOINT
AUDITOR AND AUTHORISE THE DIRECTORS TO FIX THE AUDITOR’S REMUNERATION |
|
Management |
|
For |
|
For |
|
| 5.A |
|
TO APPROVE
THE ISSUE OF BONUS SHARES |
|
Management |
|
For |
|
For |
|
| 5.B |
|
TO GIVE A
GENERAL MANDATE TO THE DIRECTORS TO BUY BACK SHARES |
|
Management |
|
For |
|
For |
|
| 5.C |
|
TO GIVE A
GENERAL MANDATE TO THE DIRECTORS TO ALLOT NEW SHARES |
|
Management |
|
For |
|
For |
|
| 5.D |
|
TO AUTHORISE
THE DIRECTORS TO ALLOT NEW SHARES EQUAL TO THE TOTAL NUMBER OF SHARES BOUGHT BACK
BY THE COMPANY |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
SUBMISSION
OF THE BOARD OF DIRECTOR’S REPORT, SUBMISSION OF THE STATUTORY AUDITORS’
REPORT; APPROVAL OF THE ANNUAL CORPORATE FINANCIAL STATEMENTS AND APPROVAL OF THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016;
APPROVAL OF NON-TAX- DEDUCTIBLE EXPENDITURES |
|
Management |
|
For |
|
For |
|
| 2 |
|
GRANT OF DISCHARGE
TO MEMBERS OF THE BOARD OF DIRECTORS AND TO STATUTORY AUDITORS |
|
Management |
|
For |
|
For |
|
| 3 |
|
ALLOCATION
OF INCOME |
|
Management |
|
For |
|
For |
|
| 4 |
|
SETTING OF
THE AMOUNT OF ATTENDANCE ALLOWANCES ALLOCATED TO THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 5 |
|
SUBMISSION
AND APPROVAL OF THE STATUTORY AUDITORS’ SPECIAL REPORT IN ACCORDANCE WITH ARTICLE
L.225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL CODE |
|
Management |
|
For |
|
For |
|
| 6 |
|
RENEWAL OF
THE TERM OF MS PINCON GILBERTE AS A MEMBER OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 7 |
|
RENEWAL OF
THE TERM OF MR MOYNOT ALAIN AS A MEMBER OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 8 |
|
RENEWAL OF
THE TERM OF MS MAUBERT ISABELLE AS A MEMBER OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 9 |
|
RENEWAL OF
THE TERM OF MR MAUBERT OLIVIER AS A MEMBER OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 10 |
|
APPROVAL OF
THE TOTAL COMPENSATION AND BENEFITS PAID TO GENERAL MANAGERS AND TO DEPUTY GENERAL
MANAGERS |
|
Management |
|
For |
|
For |
|
| 11 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1. |
|
DIRECTOR |
|
Management |
|
|
|
|
|
| |
|
1 LARRY PAGE |
|
|
|
For |
|
For |
|
| |
|
2 SERGEY BRIN |
|
|
|
For |
|
For |
|
| |
|
3 ERIC E.
SCHMIDT |
|
|
|
For |
|
For |
|
| |
|
4 L. JOHN
DOERR |
|
|
|
For |
|
For |
|
| |
|
5 ROGER W.
FERGUSON, JR. |
|
|
|
For |
|
For |
|
| |
|
6 DIANE B.
GREENE |
|
|
|
For |
|
For |
|
| |
|
7 JOHN L.
HENNESSY |
|
|
|
For |
|
For |
|
| |
|
8 ANN MATHER |
|
|
|
For |
|
For |
|
| |
|
9 ALAN R.
MULALLY |
|
|
|
For |
|
For |
|
| |
|
10 PAUL S.
OTELLINI |
|
|
|
For |
|
For |
|
| |
|
11 K. RAM
SHRIRAM |
|
|
|
For |
|
For |
|
| |
|
12 SHIRLEY
M. TILGHMAN |
|
|
|
For |
|
For |
|
| 2. |
|
THE RATIFICATION
OF THE APPOINTMENT OF ERNST & YOUNG LLP AS ALPHABET’S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017. |
|
Management |
|
For |
|
For |
|
| 3. |
|
THE APPROVAL
OF AN AMENDMENT TO ALPHABET’S 2012 STOCK PLAN TO INCREASE THE SHARE RESERVE
BY 15,000,000 SHARES OF CLASS C CAPITAL STOCK. |
|
Management |
|
For |
|
For |
|
| 4. |
|
THE APPROVAL
OF THE 2016 COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS. |
|
Management |
|
For |
|
For |
|
| 5. |
|
THE FREQUENCY
OF FUTURE STOCKHOLDER ADVISORY VOTES REGARDING COMPENSATION AWARDED TO NAMED EXECUTIVE
OFFICERS. |
|
Management |
|
3 Years |
|
For |
|
| 6. |
|
A STOCKHOLDER
PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. |
|
Shareholder |
|
Against |
|
For |
|
| 7. |
|
A STOCKHOLDER
PROPOSAL REGARDING A LOBBYING REPORT, IF PROPERLY PRESENTED AT THE MEETING. |
|
Shareholder |
|
Against |
|
For |
|
| 8. |
|
A STOCKHOLDER
PROPOSAL REGARDING A POLITICAL CONTRIBUTIONS REPORT, IF PROPERLY PRESENTED AT THE
MEETING. |
|
Shareholder |
|
Against |
|
For |
|
| 9. |
|
A STOCKHOLDER
PROPOSAL REGARDING A REPORT ON GENDER PAY, IF PROPERLY PRESENTED AT THE MEETING. |
|
Shareholder |
|
Against |
|
For |
|
| 10. |
|
A STOCKHOLDER
PROPOSAL REGARDING A CHARITABLE CONTRIBUTIONS REPORT, IF PROPERLY PRESENTED AT THE
MEETING. |
|
Shareholder |
|
Against |
|
For |
|
| 11. |
|
A STOCKHOLDER
PROPOSAL REGARDING THE IMPLEMENTATION OF “HOLY LAND PRINCIPLES,” IF PROPERLY PRESENTED
AT THE MEETING. |
|
Shareholder |
|
Against |
|
For |
|
| 12. |
|
A STOCKHOLDER
PROPOSAL REGARDING A REPORT ON “FAKE NEWS,” IF PROPERLY PRESENTED AT THE MEETING. |
|
Shareholder |
|
Against |
|
For |
|
| 2.1 |
|
Appoint a Director Inamori, Kazuo |
|
Management |
|
For |
|
For |
|
| 2.2 |
|
Appoint a
Director Yuasa, Hideo |
|
Management |
|
For |
|
For |
|
| 2.3 |
|
Appoint a
Director Nakachi, Masakazu |
|
Management |
|
For |
|
For |
|
| 2.4 |
|
Appoint a
Director Tomori, Katsuki |
|
Management |
|
For |
|
For |
|
| 2.5 |
|
Appoint a
Director Oroku, Kunio |
|
Management |
|
For |
|
For |
|
| 2.6 |
|
Appoint a
Director Ishimine, Denichiro |
|
Management |
|
For |
|
For |
|
| 2.7 |
|
Appoint a
Director Onodera, Tadashi |
|
Management |
|
For |
|
For |
|
| 2.8 |
|
Appoint a
Director Ishikawa, Yuzo |
|
Management |
|
For |
|
For |
|
| 2.9 |
|
Appoint a
Director Yamamori, Seiji |
|
Management |
|
For |
|
For |
|
| 3 |
|
Approve Payment
of Bonuses to Directors |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2.1 |
|
Appoint a
Director Hatanaka, Yoshihiko |
|
Management |
|
For |
|
For |
|
| 2.2 |
|
Appoint a
Director Yasukawa, Kenji |
|
Management |
|
For |
|
For |
|
| 2.3 |
|
Appoint a
Director Okajima, Etsuko |
|
Management |
|
For |
|
For |
|
| 2.4 |
|
Appoint a
Director Aizawa, Yoshiharu |
|
Management |
|
For |
|
For |
|
| 2.5 |
|
Appoint a
Director Sekiyama, Mamoru |
|
Management |
|
For |
|
For |
|
| 2.6 |
|
Appoint a
Director Yamagami, Keiko |
|
Management |
|
For |
|
For |
|
| 3 |
|
Approve Payment
of Bonuses to Directors |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
Appoint a
Director except as Supervisory Committee Members Miyasaka, Manabu |
|
Management |
|
For |
|
For |
|
| 1.2 |
|
Appoint a
Director except as Supervisory Committee Members Son, Masayoshi |
|
Management |
|
For |
|
For |
|
| 1.3 |
|
Appoint a
Director except as Supervisory Committee Members Miyauchi, Ken |
|
Management |
|
For |
|
For |
|
| 1.4 |
|
Appoint a
Director except as Supervisory Committee Members Jonathan Bullock |
|
Management |
|
For |
|
For |
|
| 1.5 |
|
Appoint a
Director except as Supervisory Committee Members Arthur Chong |
|
Management |
|
For |
|
For |
|
| 1.6 |
|
Appoint a
Director except as Supervisory Committee Members Alexi A. Wellman |
|
Management |
|
For |
|
For |
|
| 2.1 |
|
Appoint a
Director as Supervisory Committee Members Yoshii, Shingo |
|
Management |
|
For |
|
For |
|
| 2.2 |
|
Appoint a
Director as Supervisory Committee Members Onitsuka, Hiromi |
|
Management |
|
For |
|
For |
|
| 2.3 |
|
Appoint a
Director as Supervisory Committee Members Fujiwara, Kazuhiko |
|
Management |
|
For |
|
For |
|
| 3.1 |
|
Appoint a
Substitute Director as Supervisory Committee Members Uemura, Kyoko |
|
Management |
|
For |
|
For |
|
| 3.2 |
|
Appoint a
Substitute Director as Supervisory Committee Members Kimiwada, Kazuko |
|
Management |
|
For |
|
For |
|
| 4 |
|
Approve Details
of the Restricted-Share Compensation Plan to be received by Directors |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2.1 |
|
Appoint a
Director Mikiya, Toshio |
|
Management |
|
For |
|
For |
|
| 2.2 |
|
Appoint a
Director Kotake, Naoyuki |
|
Management |
|
For |
|
For |
|
| 2.3 |
|
Appoint a
Director Kondo, Tomoo |
|
Management |
|
For |
|
For |
|
| 2.4 |
|
Appoint a
Director Nishida, Yutaka |
|
Management |
|
For |
|
For |
|
| 2.5 |
|
Appoint a
Director Takata, Yoko |
|
Management |
|
For |
|
For |
|
| 2.6 |
|
Appoint a
Director Shirai, Atsushi |
|
Management |
|
For |
|
For |
|
| 2.7 |
|
Appoint a
Director Ishizawa, Masamitsu |
|
Management |
|
For |
|
For |
|
| 2.8 |
|
Appoint a
Director Mori, Kenji |
|
Management |
|
For |
|
For |
|
| 2.9 |
|
Appoint a
Director Arai, Kazunari |
|
Management |
|
For |
|
For |
|
| 2.10 |
|
Appoint a
Director Nakagawa, Yasuo |
|
Management |
|
For |
|
For |
|
| 2.11 |
|
Appoint a
Director Komiyama, Mitsuru |
|
Management |
|
For |
|
For |
|
| 3 |
|
Appoint a
Substitute Corporate Auditor Asai, Kazutomi |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE ANNUAL CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER
2016 - APPROVAL OF NON- TAX DEDUCTIBLE EXPENSES AND CHARGES |
|
Management |
|
For |
|
For |
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.3 |
|
ALLOCATION
OF INCOME FOR THE FINANCIAL YEAR AND SETTING OF THE DIVIDEND |
|
Management |
|
For |
|
For |
|
| O.4 |
|
STATUTORY
AUDITORS’ SPECIAL REPORT ON THE REGULATED AGREEMENTS AND COMMITMENTS AND APPROVAL
OF A NEW AGREEMENT |
|
Management |
|
For |
|
For |
|
| O.5 |
|
RENEWAL OF
THE TERM OF MR SIMON AZOULAY AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.6 |
|
APPOINTMENT
OF MS ALIETTE MARDYKS, IN ADDITION TO THE CURRENT MEMBERS, AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.7 |
|
SUM OF ATTENDANCE
FEES ALLOCATED TO MEMBERS OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| O.8 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO MR SIMON AZOULAY, CHIEF EXECUTIVE OFFICER, FOR
THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.9 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO MR GERALD ATTIA, MR BRUNO BENOLIEL AND MR PIERRE
MARCEL, DEPUTY GENERAL MANAGERS, FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.10 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR THE DETERMINATION, DISTRIBUTION AND ALLOCATION OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL REMUNERATION
AND ANY BENEFITS WHICH MAY BE ALLOCATED TO THE CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| O.11 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR THE DETERMINATION, DISTRIBUTION AND ALLOCATION OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL REMUNERATION
AND ANY BENEFITS WHICH MAY BE ALLOCATED TO THE DEPUTY GENERAL MANAGERS |
|
Management |
|
For |
|
For |
|
| O.12 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE COMPANY TO REPURCHASE ITS OWN SHARES
UNDER THE PROVISIONS OF ARTICLE L.225-209 OF THE FRENCH COMMERCIAL CODE |
|
Management |
|
For |
|
For |
|
| E.13 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO CANCEL SHARES BOUGHT BACK BY THE COMPANY
UNDER THE PROVISIONS OF ARTICLE L.225-209 OF THE FRENCH COMMERCIAL CODE |
|
Management |
|
For |
|
For |
|
| E.14 |
|
DELEGATION OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY
INCORPORATING RESERVES, PROFITS AND/OR PREMIUMS |
|
Management |
|
For |
|
For |
|
| E.15 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE COMMON SHARES GRANTING,
IF APPLICABLE, ACCESS TO COMMON SHARES OR TO THE ALLOCATION OF DEBT INSTRUMENTS
(OF THE COMPANY OR OF A COMPANY WITHIN THE GROUP), AND/OR SECURITIES GRANTING ACCESS
TO COMMON SHARES (OF THE COMPANY OR OF A COMPANY WITHIN THE GROUP), WITH RETENTION
OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| E.16 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE COMMON SHARES GRANTING,
IF APPLICABLE, ACCESS TO COMMON SHARES OR TO THE ALLOCATION OF DEBT INSTRUMENTS
(OF THE COMPANY OR OF A COMPANY WITHIN THE GROUP), AND/OR SECURITIES (WITH THE EXCEPTION
OF DEBT INSTRUMENTS) GRANTING ACCESS TO COMMON SHARES (OF THE COMPANY OR OF A COMPANY
WITHIN THE GROUP), WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT AND A
COMPULSORY PRIORITY PERIOD BY WAY OF PUBLIC OFFER AND/OR AS COMPENSATION FOR SECURITIES
AS PART OF A PUBLIC EXCHANGE OFFER |
|
Management |
|
For |
|
For |
|
| E.17 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE DEBT INSTRUMENTS GRANTING
ACCESS TO COMMON SHARES TO BE ISSUED (OF THE COMPANY OR OF A COMPANY WITHIN THE
GROUP), WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT BY WAY OF PUBLIC
OFFER; DURATION OF THE DELEGATION; MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE;
ISSUE PRICE; OPTION TO LIMIT TO THE AMOUNT OF SUBSCRIPTIONS OR TO DISTRIBUTE UNSUBSCRIBED
SECURITIES |
|
Management |
|
For |
|
For |
|
| E.18 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE COMMON SHARES GRANTING,
IF APPLICABLE, ACCESS TO COMMON SHARES OR TO THE ALLOCATION OF DEBT SECURITIES (OF
THE COMPANY OR OF A COMPANY WITHIN THE GROUP), AND/OR SECURITIES (WITH THE EXCEPTION
OF DEBT INSTRUMENTS) GRANTING ACCESS TO COMMON SHARES (OF THE COMPANY OR OF A COMPANY
WITHIN THE GROUP), WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT BY MEANS
OF AN OFFER PURSUANT TO SECTION II OF ARTICLE L.411-2 OF THE FRENCH MONETARY AND
FINANCIAL CODE |
|
Management |
|
For |
|
For |
|
| E.19 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE DEBT INSTRUMENTS GRANTING
ACCESS TO COMMON SHARES TO BE ISSUED (OF THE COMPANY OR OF A COMPANY WITHIN THE
GROUP), WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, BY WAY OF AN OFFER
PURSUANT TO SECTION II OF ARTICLE L.411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE |
|
Management |
|
For |
|
For |
|
| E.20 |
|
DETERMINATION
OF THE TERMS FOR SETTING THE SUBSCRIPTION PRICE IN THE EVENT OF CANCELLATION OF
THE PRE-EMPTIVE SUBSCRIPTION RIGHT WITHIN THE ANNUAL LIMIT OF 10% OF THE CAPITAL |
|
Management |
|
For |
|
For |
|
| E.21 |
|
AUTHORISATION
TO INCREASE THE AMOUNT OF ISSUANCES IN THE EVENT OF OVER- SUBSCRIPTION |
|
Management |
|
For |
|
For |
|
| E.22 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY
ISSUING COMMON SHARES AND/OR SECURITIES GRANTING ACCESS TO THE CAPITAL WITHIN THE
LIMIT OF 5% OF THE CAPITAL, WITH A VIEW TO REMUNERATING CONTRIBUTIONS IN-KIND OR
SECURITIES GRANTING ACCESS TO THE CAPITAL |
|
Management |
|
For |
|
For |
|
| E.23 |
|
OVERALL LIMIT
FOR CEILINGS OF THE DELEGATIONS PROVIDED FOR IN THE SIXTEENTH, SEVENTEENTH, EIGHTEENTH,
NINETEENTH, AND TWENTY-SECOND RESOLUTIONS OF THE CURRENT GENERAL MEETING |
|
Management |
|
For |
|
For |
|
| E.24 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE CAPITAL BY ISSUING
COMMON SHARES AND/OR SECURITIES GRANTING ACCESS TO THE CAPITAL, WITH CANCELLATION
OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, FOR THE BENEFIT OF MEMBERS OF A COMPANY SAVINGS
SCHEME PURSUANT TO ARTICLES L.3332-18 AND FOLLOWING OF THE FRENCH LABOUR CODE |
|
Management |
|
For |
|
For |
|
| E.25 |
|
CORRECTION
OF CLERICAL ERRORS IN THE EIGHTEENTH AND TWENTIETH RESOLUTIONS OF THE COMBINED GENERAL
MEETING OF 24 MAY 2016 RELATING TO THE CREATION OF PREFERENCE SHARES A AND PREFERENCE
SHARES B |
|
Management |
|
For |
|
For |
|
| E.26 |
|
HARMONISATION
OF ARTICLES 4 AND 22 OF THE BY-LAWS WITH FRENCH LAW NO. 2016-1691 OF 9 DECEMBER
2016 |
|
Management |
|
For |
|
For |
|
| E.27 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO ALIGN THE BY- LAWS WITH
LEGAL AND REGULATORY PROVISIONS |
|
Management |
|
For |
|
For |
|
| E.28 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
Appoint a
Director Takeuchi, Shigekazu |
|
Management |
|
For |
|
For |
|
| 1.2 |
|
Appoint a
Director Suzuki, Hiromasa |
|
Management |
|
For |
|
For |
|
| 1.3 |
|
Appoint a
Director Ishiguro, Miyuki |
|
Management |
|
For |
|
For |
|
| 1.4 |
|
Appoint a
Director Ito, Ryoji |
|
Management |
|
For |
|
For |
|
| 1.5 |
|
Appoint a
Director Takaoka, Kozo |
|
Management |
|
For |
|
For |
|
| 1.6 |
|
Appoint a
Director Yamauchi, Susumu |
|
Management |
|
For |
|
For |
|
| 1.7 |
|
Appoint a
Director Amano, Futomichi |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
Appoint a
Director Yamada, Kunio |
|
Management |
|
For |
|
For |
|
| 1.2 |
|
Appoint a
Director Yoshino, Toshiaki |
|
Management |
|
For |
|
For |
|
| 1.3 |
|
Appoint a
Director Yoshida, Akiyoshi |
|
Management |
|
For |
|
For |
|
| 1.4 |
|
Appoint a
Director Lekh Juneja |
|
Management |
|
For |
|
For |
|
| 1.5 |
|
Appoint a
Director Kambara, Yoichi |
|
Management |
|
For |
|
For |
|
| 1.6 |
|
Appoint a
Director Kunisaki, Shinichi |
|
Management |
|
For |
|
For |
|
| 1.7 |
|
Appoint a
Director Masumoto, Takeshi |
|
Management |
|
For |
|
For |
|
| 1.8 |
|
Appoint a
Director Saito, Masaya |
|
Management |
|
For |
|
For |
|
| 1.9 |
|
Appoint a
Director Yamada, Yasuhiro |
|
Management |
|
For |
|
For |
|
| 1.10 |
|
Appoint a
Director Matsunaga, Mari |
|
Management |
|
For |
|
For |
|
| 1.11 |
|
Appoint a
Director Torii, Shingo |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1A. |
|
RE-ELECTION
OF DIRECTOR: LESTER B. KNIGHT |
|
Management |
|
For |
|
For |
|
| 1B. |
|
RE-ELECTION
OF DIRECTOR: GREGORY C. CASE |
|
Management |
|
For |
|
For |
|
| 1C. |
|
RE-ELECTION
OF DIRECTOR: JIN-YONG CAI |
|
Management |
|
For |
|
For |
|
| 1D. |
|
RE-ELECTION
OF DIRECTOR: FULVIO CONTI |
|
Management |
|
For |
|
For |
|
| 1E. |
|
RE-ELECTION
OF DIRECTOR: CHERYL A. FRANCIS |
|
Management |
|
For |
|
For |
|
| 1F. |
|
RE-ELECTION
OF DIRECTOR: J. MICHAEL LOSH |
|
Management |
|
For |
|
For |
|
| 1G. |
|
RE-ELECTION
OF DIRECTOR: ROBERT S. MORRISON |
|
Management |
|
For |
|
For |
|
| 1H. |
|
RE-ELECTION
OF DIRECTOR: RICHARD B. MYERS |
|
Management |
|
For |
|
For |
|
| 1I. |
|
RE-ELECTION
OF DIRECTOR: RICHARD C. NOTEBAERT |
|
Management |
|
For |
|
For |
|
| 1J. |
|
RE-ELECTION
OF DIRECTOR: GLORIA SANTONA |
|
Management |
|
For |
|
For |
|
| 1K. |
|
RE-ELECTION
OF DIRECTOR: CAROLYN Y. WOO |
|
Management |
|
For |
|
For |
|
| 2. |
|
ADVISORY VOTE
TO APPROVE EXECUTIVE COMPENSATION. |
|
Management |
|
For |
|
For |
|
| 3. |
|
ADVISORY VOTE
ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. |
|
Management |
|
1 Year |
|
For |
|
| 4. |
|
APPROVAL OF
OUR DIRECTORS’ REMUNERATION POLICY. |
|
Management |
|
For |
|
For |
|
| 5. |
|
ADVISORY VOTE
TO APPROVE THE DIRECTORS’ REMUNERATION REPORT. |
|
Management |
|
For |
|
For |
|
| 6. |
|
RECEIPT OF
AON’S ANNUAL REPORT AND ACCOUNTS, TOGETHER WITH THE REPORTS OF THE DIRECTORS
AND AUDITORS, FOR THE YEAR ENDED DECEMBER 31, 2016. |
|
Management |
|
For |
|
For |
|
| 7. |
|
RATIFICATION
OF THE APPOINTMENT OF ERNST & YOUNG LLP AS AON’S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM. |
|
Management |
|
For |
|
For |
|
| 8. |
|
RE-APPOINTMENT
OF ERNST & YOUNG LLP AS AON’S U.K. STATUTORY AUDITOR UNDER THE COMPANIES
ACT 2006. |
|
Management |
|
For |
|
For |
|
| 9. |
|
AUTHORIZATION
OF THE BOARD OF DIRECTORS TO DETERMINE THE REMUNERATION OF AON’S U.K. STATUTORY
AUDITOR. |
|
Management |
|
For |
|
For |
|
| 10. |
|
APPROVAL OF
FORMS OF SHARE REPURCHASE CONTRACTS AND REPURCHASE COUNTERPARTIES. |
|
Management |
|
For |
|
For |
|
| 11. |
|
AUTHORIZE
THE BOARD OF DIRECTORS TO EXERCISE ALL POWERS OF AON TO ALLOT SHARES. |
|
Management |
|
For |
|
For |
|
| 12. |
|
AUTHORIZE
THE BOARD OF DIRECTORS TO ALLOT EQUITY SECURITIES FOR CASH WITHOUT RIGHTS OF PREEMPTION. |
|
Management |
|
For |
|
For |
|
| 13. |
|
AUTHORIZE
AON AND ITS SUBSIDIARIES TO MAKE POLITICAL DONATIONS OR EXPENDITURES. |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Amend Articles
to: Expand Business Lines |
|
Management |
|
For |
|
For |
|
| 2.1 |
|
Appoint a
Director Adachi, Tamotsu |
|
Management |
|
For |
|
For |
|
| 2.2 |
|
Appoint a
Director Iwata, Shinjiro |
|
Management |
|
For |
|
For |
|
| 2.3 |
|
Appoint a
Director Fukuhara, Kenichi |
|
Management |
|
For |
|
For |
|
| 2.4 |
|
Appoint a
Director Kobayashi, Hitoshi |
|
Management |
|
For |
|
For |
|
| 2.5 |
|
Appoint a
Director Takiyama, Shinya |
|
Management |
|
For |
|
For |
|
| 2.6 |
|
Appoint a
Director Yamasaki, Masaki |
|
Management |
|
For |
|
For |
|
| 2.7 |
|
Appoint a
Director Tsujimura, Kiyoyuki |
|
Management |
|
For |
|
For |
|
| 2.8 |
|
Appoint a
Director Fukutake, Hideaki |
|
Management |
|
For |
|
For |
|
| 2.9 |
|
Appoint a
Director Yasuda, Ryuji |
|
Management |
|
For |
|
For |
|
| 2.10 |
|
Appoint a
Director Kuwayama, Nobuo |
|
Management |
|
For |
|
For |
|
| 3 |
|
Appoint a
Corporate Auditor Ishiguro, Miyuki |
|
Management |
|
For |
|
For |
|
| 4 |
|
Approve Details
of the Restricted-Share Compensation Plan to be received by Directors |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1A. |
|
ELECTION OF
DIRECTOR: RICHARD HAYTHORNTHWAITE |
|
Management |
|
For |
|
For |
|
| 1B. |
|
ELECTION OF
DIRECTOR: AJAY BANGA |
|
Management |
|
For |
|
For |
|
| 1C. |
|
ELECTION OF
DIRECTOR: SILVIO BARZI |
|
Management |
|
For |
|
For |
|
| 1D. |
|
ELECTION OF
DIRECTOR: DAVID R. CARLUCCI |
|
Management |
|
For |
|
For |
|
| 1E. |
|
ELECTION OF
DIRECTOR: STEVEN J. FREIBERG |
|
Management |
|
For |
|
For |
|
| 1F. |
|
ELECTION OF
DIRECTOR: JULIUS GENACHOWSKI |
|
Management |
|
For |
|
For |
|
| 1G. |
|
ELECTION OF
DIRECTOR: MERIT E. JANOW |
|
Management |
|
For |
|
For |
|
| 1H. |
|
ELECTION OF
DIRECTOR: NANCY J. KARCH |
|
Management |
|
For |
|
For |
|
| 1I. |
|
ELECTION OF
DIRECTOR: OKI MATSUMOTO |
|
Management |
|
For |
|
For |
|
| 1J. |
|
ELECTION OF
DIRECTOR: RIMA QURESHI |
|
Management |
|
For |
|
For |
|
| 1K. |
|
ELECTION OF
DIRECTOR: JOSE OCTAVIO REYES LAGUNES |
|
Management |
|
For |
|
For |
|
| 1L. |
|
ELECTION OF
DIRECTOR: JACKSON TAI |
|
Management |
|
For |
|
For |
|
| 2. |
|
ADVISORY APPROVAL
OF MASTERCARD’S EXECUTIVE COMPENSATION |
|
Management |
|
For |
|
For |
|
| 3. |
|
ADVISORY VOTE
ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION |
|
Management |
|
1 Year |
|
For |
|
| 4. |
|
RE-APPROVAL
OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER MASTERCARD’S 2006 LONG
TERM INCENTIVE PLAN, AS AMENDED AND RESTATED, FOR 162(M) PURPOSES |
|
Management |
|
For |
|
For |
|
| 5. |
|
RATIFICATION
OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR MASTERCARD FOR 2017 |
|
Management |
|
For |
|
For |
|
| 6. |
|
CONSIDERATION
OF A STOCKHOLDER PROPOSAL ON GENDER PAY EQUITY |
|
Shareholder |
|
Against |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2.1 |
|
Appoint a
Director except as Supervisory Committee Members Saneyoshi, Masatomo |
|
Management |
|
For |
|
For |
|
| 2.2 |
|
Appoint a
Director except as Supervisory Committee Members Hirasawa, Yoshimi |
|
Management |
|
For |
|
For |
|
| 2.3 |
|
Appoint a
Director except as Supervisory Committee Members Matsumoto, Toshikazu |
|
Management |
|
For |
|
For |
|
| 2.4 |
|
Appoint a
Director except as Supervisory Committee Members Takeda, Masato |
|
Management |
|
For |
|
For |
|
| 2.5 |
|
Appoint a
Director except as Supervisory Committee Members Inoue, Jun |
|
Management |
|
For |
|
For |
|
| 2.6 |
|
Appoint a
Director except as Supervisory Committee Members Hagiwara, Hitoshi |
|
Management |
|
For |
|
For |
|
| 3.1 |
|
Appoint a
Director as Supervisory Committee Members Tsugawa, Kazuto |
|
Management |
|
For |
|
For |
|
| 3.2 |
|
Appoint a
Director as Supervisory Committee Members Kurashima, Kimio |
|
Management |
|
For |
|
For |
|
| 3.3 |
|
Appoint a
Director as Supervisory Committee Members Ozeki, Jun |
|
Management |
|
For |
|
For |
|
| 4 |
|
Approve Provision
of Retirement Allowance for Retiring Directors |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2 |
|
Amend Articles
to: Expand Business Lines |
|
Management |
|
For |
|
For |
|
| 3.1 |
|
Appoint a
Director Inaba, Yoshiharu |
|
Management |
|
For |
|
For |
|
| 3.2 |
|
Appoint a
Director Yamaguchi, Kenji |
|
Management |
|
For |
|
For |
|
| 3.3 |
|
Appoint a
Director Uchida, Hiroyuki |
|
Management |
|
For |
|
For |
|
| 3.4 |
|
Appoint a
Director Gonda, Yoshihiro |
|
Management |
|
For |
|
For |
|
| 3.5 |
|
Appoint a
Director Inaba, Kiyonori |
|
Management |
|
For |
|
For |
|
| 3.6 |
|
Appoint a
Director Noda, Hiroshi |
|
Management |
|
For |
|
For |
|
| 3.7 |
|
Appoint a
Director Kohari, Katsuo |
|
Management |
|
For |
|
For |
|
| 3.8 |
|
Appoint a
Director Matsubara, Shunsuke |
|
Management |
|
For |
|
For |
|
| 3.9 |
|
Appoint a
Director Okada, Toshiya |
|
Management |
|
For |
|
For |
|
| 3.10 |
|
Appoint a
Director Richard E. Schneider |
|
Management |
|
For |
|
For |
|
| 3.11 |
|
Appoint a
Director Tsukuda, Kazuo |
|
Management |
|
For |
|
For |
|
| 3.12 |
|
Appoint a
Director Imai, Yasuo |
|
Management |
|
For |
|
For |
|
| 3.13 |
|
Appoint a
Director Ono, Masato |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2 |
|
Approve Reduction
of Capital Reserve |
|
Management |
|
For |
|
For |
|
| 3.1 |
|
Appoint a
Director Nakajima, Hiroaki |
|
Management |
|
For |
|
For |
|
| 3.2 |
|
Appoint a
Director Kurita, Nobufumi |
|
Management |
|
For |
|
For |
|
| 3.3 |
|
Appoint a
Director Mori, Yasuo |
|
Management |
|
For |
|
For |
|
| 3.4 |
|
Appoint a
Director Ishida, Ken |
|
Management |
|
For |
|
For |
|
| 3.5 |
|
Appoint a
Director Kageyama, Yoji |
|
Management |
|
For |
|
For |
|
| 3.6 |
|
Appoint a
Director Takada, Kazuaki |
|
Management |
|
For |
|
For |
|
| 3.7 |
|
Appoint a
Director Nakajima, Takashi |
|
Management |
|
For |
|
For |
|
| 3.8 |
|
Appoint a
Director Sato, Jiro |
|
Management |
|
For |
|
For |
|
| 3.9 |
|
Appoint a
Director Horinouchi, Hiroshi |
|
Management |
|
For |
|
For |
|
| 3.10 |
|
Appoint a
Director Yoshida, Yasuyuki |
|
Management |
|
For |
|
For |
|
| 4 |
|
Appoint a
Corporate Auditor Kaneko, Naomichi |
|
Management |
|
For |
|
For |
|
| 5 |
|
Approve Retirement
Allowance for Retiring Corporate Auditors, and Payment of Accrued Benefits associated
with Abolition of Retirement Benefit System for Current Directors |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO ADOPT FINANCIAL
RESULTS FOR THE YEAR ENDED 31ST MARCH, 2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO DECLARE
DIVIDEND |
|
Management |
|
For |
|
For |
|
| 3 |
|
TO APPOINT
M/S DELOITTE HASKINS & SELLS, AS STATUTORY CENTRAL AUDITORS OF THE BANK
AND FIXING THEIR REMUNERATION |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO APPOINT
SRI CHERYAN VARKEY, WHO RETIRES BY ROTATION AND BEING ELIGIBLE OFFERS HIMSELF FOR
RE-APPOINTMENT |
|
Management |
|
For |
|
For |
|
| 5 |
|
TO APPOINT
BRANCH AUDITORS IN CONSULTATION WITH STATUTORY AUDITORS |
|
Management |
|
For |
|
For |
|
| 6 |
|
TO SEEK APPROVAL
OF FIPB TO INCREASE THE FDI LIMIT FROM 49% TO 59% OF PAID-UP SHARE CAPITAL |
|
Management |
|
For |
|
For |
|
| 7 |
|
TO APPROVE
THE BORROWING / RAISING FUNDS IN INDIAN /FOREIGN CURRENCY BY ISSUE OF DEBT SECURITIES
UPTO INR 500 CRORE ON PRIVATE PLACEMENT BASIS |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO DECLARE
FINAL DIVIDEND AND APPROVE INTERIM DIVIDEND FOR THE YEAR ENDED 31 MARCH 2016: FINAL
DIVIDEND OF INR 7.50 PER EQUITY SHARE OF FACE VALUE OF INR 10 EACH, AND TO APPROVE
THE INTERIM DIVIDEND OF INR 25 PER EQUITY SHARE OF FACE VALUE OF INR 10 EACH, ALREADY
PAID DURING THE YEAR, FOR THE YEAR ENDED 31 MARCH 2016 |
|
Management |
|
For |
|
For |
|
| 3 |
|
RE-APPOINTMENT
OF MANISH KEJRIWAL, WHO RETIRES BY ROTATION |
|
Management |
|
Against |
|
Against |
|
| 4 |
|
RATIFICATION
OF APPOINTMENT OF DALAL & SHAH LLP, CHARTERED ACCOUNTANTS, AS STATUTORY
AUDITORS AND FIXING THEIR REMUNERATION FOR THE YEAR 2016-17 |
|
Management |
|
For |
|
For |
|
| 5 |
|
APPROVAL FOR
PAYMENT OF COMMISSION TO NON-EXECUTIVE DIRECTORS FOR A PERIOD OF FIVE YEARS COMMENCING
FROM 1 APRIL 2016 |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
Appoint a
Director Tanikawa, Masato |
|
Management |
|
For |
|
For |
|
| 1.2 |
|
Appoint a
Director Yamakage, Takashi |
|
Management |
|
For |
|
For |
|
| 1.3 |
|
Appoint a
Director Kiyosawa, Satoshi |
|
Management |
|
For |
|
For |
|
| 1.4 |
|
Appoint a
Director Konishi, Yukichi |
|
Management |
|
For |
|
For |
|
| 1.5 |
|
Appoint a
Director Saito, Morio |
|
Management |
|
For |
|
For |
|
| 1.6 |
|
Appoint a
Director Yasuda, Isao |
|
Management |
|
For |
|
For |
|
| 1.7 |
|
Appoint a
Director Mano, Tatsuya |
|
Management |
|
For |
|
For |
|
| 1.8 |
|
Appoint a
Director Uchida, Yasuro |
|
Management |
|
For |
|
For |
|
| 4.5 |
|
ELECTION OF
THE BOARD OF DIRECTOR: BERNARD FORNAS |
|
Management |
|
For |
|
For |
|
| 4.6 |
|
ELECTION OF
THE BOARD OF DIRECTOR: RICHARD LEPEU |
|
Management |
|
For |
|
For |
|
| 4.7 |
|
ELECTION OF
THE BOARD OF DIRECTOR: RUGGERO MAGNONI |
|
Management |
|
For |
|
For |
|
| 4.8 |
|
ELECTION OF
THE BOARD OF DIRECTOR: SIMON MURRAY |
|
Management |
|
For |
|
For |
|
| 4.9 |
|
ELECTION OF
THE BOARD OF DIRECTOR: GUILLAUME PICTET |
|
Management |
|
For |
|
For |
|
| 4.10 |
|
ELECTION OF
THE BOARD OF DIRECTOR: NORBERT PLATT |
|
Management |
|
For |
|
For |
|
| 4.11 |
|
ELECTION OF
THE BOARD OF DIRECTOR: ALAN QUASHA |
|
Management |
|
For |
|
For |
|
| 4.12 |
|
ELECTION OF
THE BOARD OF DIRECTOR: MARIA RAMOS |
|
Management |
|
For |
|
For |
|
| 4.13 |
|
ELECTION OF
THE BOARD OF DIRECTOR: LORD RENWICK OF CLIFTON |
|
Management |
|
For |
|
For |
|
| 4.14 |
|
ELECTION OF
THE BOARD OF DIRECTOR: JAN RUPERT |
|
Management |
|
For |
|
For |
|
| 4.15 |
|
ELECTION OF
THE BOARD OF DIRECTOR: GARY SAAGE |
|
Management |
|
For |
|
For |
|
| 4.16 |
|
ELECTION OF
THE BOARD OF DIRECTOR: JUERGEN SCHREMPP |
|
Management |
|
For |
|
For |
|
| 4.17 |
|
ELECTION OF
THE BOARD OF DIRECTOR: THE DUKE OF WELLINGTON |
|
Management |
|
For |
|
For |
|
| 4.18 |
|
ELECTION OF
THE BOARD OF DIRECTOR: JEFF MOSS |
|
Management |
|
For |
|
For |
|
| 4.19 |
|
ELECTION OF
THE BOARD OF DIRECTOR: CYRILLE VIGNERON |
|
Management |
|
For |
|
For |
|
| 5.1 |
|
ELECTION OF
THE COMPENSATION COMMITTEE: LORD RENWICK OF CLIFTON |
|
Management |
|
For |
|
For |
|
| 5.2 |
|
ELECTION OF
THE COMPENSATION COMMITTEE: YVES-ANDRE ISTEL |
|
Management |
|
For |
|
For |
|
| 5.3 |
|
ELECTION OF
THE COMPENSATION COMMITTEE: THE DUKE OF WELLINGTON |
|
Management |
|
For |
|
For |
|
| 6 |
|
RE-ELECTION
OF THE AUDITOR: THE BOARD OF DIRECTORS PROPOSES THAT PRICEWATERHOUSECOOPERS BE REAPPOINTED
FOR A FURTHER TERM OF ONE YEAR AS AUDITOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 7 |
|
ELECTION
OF THE INDEPENDENT REPRESENTATIVE: THE BOARD OF DIRECTORS PROPOSES THE ELECTION
OF MAITRE FRANCOISE DEMIERRE MORAND, ETUDE GAMPERT & DEMIERRE, NOTAIRES,
AS INDEPENDENT REPRESENTATIVE OF THE SHAREHOLDERS FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| 8.1 |
|
APPROVAL OF
THE MAXIMUM AGGREGATE AMOUNT OF COMPENSATION OF THE MEMBERS OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 8.2 |
|
APPROVAL
OF THE MAXIMUM AGGREGATE AMOUNT OF FIXED COMPENSATION OF THE MEMBERS OF THE SENIOR
EXECUTIVE COMMITTEE |
|
Management |
|
For |
|
For |
|
| 8.3 |
|
APPROVAL OF
THE MAXIMUM AGGREGATE AMOUNT OF VARIABLE COMPENSATION OF THE MEMBERS OF THE SENIOR
EXECUTIVE COMMITTEE |
|
Management |
|
For |
|
For |
|
| 3.2 |
|
Appoint a
Director except as Supervisory Committee Members Hirasawa, Yoshimi |
|
Management |
|
For |
|
For |
|
| 3.3 |
|
Appoint a
Director except as Supervisory Committee Members Matsumoto, Toshikazu |
|
Management |
|
For |
|
For |
|
| 3.4 |
|
Appoint a
Director except as Supervisory Committee Members Takeda, Masato |
|
Management |
|
For |
|
For |
|
| 3.5 |
|
Appoint a
Director except as Supervisory Committee Members Inoue, Jun |
|
Management |
|
For |
|
For |
|
| 3.6 |
|
Appoint a
Director except as Supervisory Committee Members Hagiwara, Hitoshi |
|
Management |
|
For |
|
For |
|
| 4 |
|
Appoint a
Director as Supervisory Committee Members Yasukata, Yosuke |
|
Management |
|
For |
|
For |
|
| 5 |
|
Appoint Accounting
Auditors |
|
Management |
|
For |
|
For |
|
| E.2 |
|
APPROVAL OF
THE PLAN FOR THE PARTIAL TRANSFER OF ASSETS, UNDER THE FRENCH LEGAL REGIME FOR DE-MERGERS,
FROM THE COMPANY TO ITS SUBSIDIARY: BUREAU VERITAS GSIT SAS OF THE GSIT (GOVERNMENT
SERVICES AND INTERNATIONAL TRADE) LINE OF BUSINESS |
|
Management |
|
For |
|
For |
|
| E.3 |
|
APPROVAL OF
THE PLAN FOR THE PARTIAL TRANSFER OF ASSETS, UNDER THE FRENCH LEGAL REGIME FOR DE-MERGERS,
FROM THE COMPANY TO ITS SUBSIDIARY: BUREAU VERITAS EXPLOITATION SAS OF THE OPERATIONS
LINE OF BUSINESS, SPECIALISING IN SERVICES DELIVERED IN FRANCE IN EXISTING ASSETS
MANAGEMENT, INDUSTRY, INSPECTION AND MANAGEMENT OF HEALTH, SAFETY AND ENVIRONMENT
ISSUES FOR CLIENTS |
|
Management |
|
For |
|
For |
|
| E.4 |
|
APPROVAL OF
THE PLAN FOR THE PARTIAL TRANSFER OF ASSETS, UNDER THE FRENCH LEGAL REGIME FOR DE-MERGERS,
FROM THE COMPANY TO ITS SUBSIDIARY: BUREAU VERITAS CONSTRUCTION SAS, OF THE CONSTRUCTION
LINE OF BUSINESS, SPECIALISING IN SERVICES DELIVERED IN FRANCE IN TECHNICAL INSPECTION,
ASSET MANAGEMENT ON NEW WORKS AND SAFETY COORDINATION AND HEALTH PROTECTION |
|
Management |
|
For |
|
For |
|
| E.5 |
|
APPROVAL OF
THE PLAN FOR THE PARTIAL TRANSFER OF ASSETS, UNDER THE FRENCH LEGAL REGIME FOR DE-MERGERS,
FROM THE COMPANY TO ITS SUBSIDIARY: BUREAU VERITAS SERVICES FRANCE SAS, OF THE SUPPORT
FRANCE LINE OF BUSINESS, SPECIALISING IN SUPPORTING FRANCE |
|
Management |
|
For |
|
For |
|
| E.6 |
|
APPROVAL OF
THE PLAN FOR THE PARTIAL TRANSFER OF ASSETS, UNDER THE FRENCH LEGAL REGIME FOR DE-MERGERS,
FROM THE COMPANY TO ITS SUBSIDIARY: BUREAU VERITAS SERVICES SAS, OF THE GROUP SUPPORT
LINE OF BUSINESS, SPECIALISING IN SUPPORT DELIVERED IN FRANCE FOR THE GROUP WORLDWIDE |
|
Management |
|
For |
|
For |
|
| O.7 |
|
APPOINTMENT
OF MS STEPHANIE BESNIER AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.8 |
|
APPOINTMENT
OF MR CLAUDE EHLINGER AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.9 |
|
INCREASE IN
THE OVERALL BUDGET FOR ATTENDANCE FEES |
|
Management |
|
For |
|
For |
|
| O.10 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1A. |
|
ELECTION OF
DIRECTOR: K. RUPERT MURDOCH |
|
Management |
|
Against |
|
Against |
|
| 1B. |
|
ELECTION OF
DIRECTOR: LACHLAN K. MURDOCH |
|
Management |
|
Against |
|
Against |
|
| 1C. |
|
ELECTION OF
DIRECTOR: ROBERT J. THOMSON |
|
Management |
|
Against |
|
Against |
|
| 1D. |
|
ELECTION OF
DIRECTOR: JOSE MARIA AZNAR |
|
Management |
|
Against |
|
Against |
|
| 1E. |
|
ELECTION OF
DIRECTOR: NATALIE BANCROFT |
|
Management |
|
Against |
|
Against |
|
| 1F. |
|
ELECTION OF
DIRECTOR: PETER L. BARNES |
|
Management |
|
Against |
|
Against |
|
| 1G. |
|
ELECTION OF
DIRECTOR: ELAINE L. CHAO |
|
Management |
|
Against |
|
Against |
|
| 1H. |
|
ELECTION OF
DIRECTOR: JOEL I. KLEIN |
|
Management |
|
Against |
|
Against |
|
| 1I. |
|
ELECTION OF
DIRECTOR: JAMES R. MURDOCH |
|
Management |
|
Against |
|
Against |
|
| 1J. |
|
ELECTION OF
DIRECTOR: ANA PAULA PESSOA |
|
Management |
|
Against |
|
Against |
|
| 1K. |
|
ELECTION OF
DIRECTOR: MASROOR SIDDIQUI |
|
Management |
|
Against |
|
Against |
|
| 2. |
|
RATIFICATION
OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2017. |
|
Management |
|
For |
|
For |
|
| 3. |
|
ADVISORY VOTE
TO APPROVE EXECUTIVE COMPENSATION. |
|
Management |
|
Against |
|
Against |
|
| 4. |
|
ELIMINATION
OF THE COMPANY’S DUAL CLASS CAPITAL STRUCTURE. |
|
Shareholder |
|
For |
|
Against |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
APPROVAL
OF THE ANNUAL CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2015-2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2015-2016 |
|
Management |
|
For |
|
For |
|
| 3 |
|
ALLOCATION
OF INCOME FOR THE FINANCIAL YEAR; SETTING OF DIVIDEND: EUR 2.40 PER SHARE |
|
Management |
|
For |
|
For |
|
| 4 |
|
REGULATED
COMMITMENT IN FAVOUR OF MS SOPHIE BELLON, PRESIDENT OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 5 |
|
REGULATED
COMMITMENT IN FAVOUR OF MICHEL LANDEL, MANAGING DIRECTOR |
|
Management |
|
For |
|
For |
|
| 6 |
|
RENEWAL OF
THE TERM OF MS PATRICIA BELLINGER AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 7 |
|
RENEWAL OF
THE TERM OF MR MICHEL LANDEL AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 8 |
|
APPOINTMENT
OF MS TANDEAU DE MARSAC AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 9 |
|
RENEWAL OF
THE TERM OF PRICEWATERHOUSECOOPERS AUDIT AS JOINT STATUTORY AUDITOR |
|
Management |
|
For |
|
For |
|
| 10 |
|
APPOINTMENT
OF MR JEAN-BAPTISTE DESCHRYVER AS JOINT DEPUTY STATUTORY AUDITOR |
|
Management |
|
For |
|
For |
|
| 11 |
|
SETTING OF
THE ANNUAL AMOUNT OF ATTENDANCE FEES |
|
Management |
|
For |
|
For |
|
| 12 |
|
ADVISORY
REVIEW OF THE COMPENSATION OWED OR PAID UNDER THE FINANCIAL YEAR ENDED 31 AUGUST
2016, TO MR PIERRE BELLON, PRESIDENT OF THE BOARD OF DIRECTORS UP TO 26 JANUARY
2016 |
|
Management |
|
For |
|
For |
|
| 13 |
|
ADVISORY
REVIEW OF THE COMPENSATION OWED OR PAID UNDER THE FINANCIAL YEAR ENDED 31 AUGUST
2016, TO MS SOPHIE BELLON, PRESIDENT OF THE BOARD OF DIRECTORS FROM 26 JANUARY 2016 |
|
Management |
|
For |
|
For |
|
| 14 |
|
ADVISORY REVIEW
OF THE COMPENSATION OWED OR PAID TO MR. MICHEL LANDEL, MANAGING DIRECTOR, FOR THE
FINANCIAL YEAR ENDED 31 AUGUST 2016 |
|
Management |
|
For |
|
For |
|
| 15 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE COMPANY TO PURCHASE ITS OWN SHARES |
|
Management |
|
For |
|
For |
|
| 16 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
APPROVAL OF
THE ANNUAL CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2015-2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2015-2016 |
|
Management |
|
For |
|
For |
|
| 3 |
|
ALLOCATION
OF INCOME FOR THE FINANCIAL YEAR; SETTING OF DIVIDEND: EUR 2.40 PER SHARE |
|
Management |
|
For |
|
For |
|
| 4 |
|
REGULATED
COMMITMENT IN FAVOUR OF MS SOPHIE BELLON, PRESIDENT OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 5 |
|
REGULATED
COMMITMENT IN FAVOUR OF MICHEL LANDEL, MANAGING DIRECTOR |
|
Management |
|
For |
|
For |
|
| 6 |
|
RENEWAL OF
THE TERM OF MS PATRICIA BELLINGER AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 7 |
|
RENEWAL OF
THE TERM OF MR MICHEL LANDEL AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 8 |
|
APPOINTMENT
OF MS TANDEAU DE MARSAC AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 9 |
|
RENEWAL OF
THE TERM OF PRICEWATERHOUSECOOPERS AUDIT AS JOINT STATUTORY AUDITOR |
|
Management |
|
For |
|
For |
|
| 10 |
|
APPOINTMENT
OF MR JEAN-BAPTISTE DESCHRYVER AS JOINT DEPUTY STATUTORY AUDITOR |
|
Management |
|
For |
|
For |
|
| 11 |
|
SETTING OF
THE ANNUAL AMOUNT OF ATTENDANCE FEES |
|
Management |
|
For |
|
For |
|
| 12 |
|
ADVISORY REVIEW
OF THE COMPENSATION OWED OR PAID UNDER THE FINANCIAL YEAR ENDED 31 AUGUST 2016,
TO MR PIERRE BELLON, PRESIDENT OF THE BOARD OF DIRECTORS UP TO 26 JANUARY 2016 |
|
Management |
|
For |
|
For |
|
| 13 |
|
ADVISORY REVIEW
OF THE COMPENSATION OWED OR PAID UNDER THE FINANCIAL YEAR ENDED 31 AUGUST 2016,
TO MS SOPHIE BELLON, PRESIDENT OF THE BOARD OF DIRECTORS FROM 26 JANUARY 2016 |
|
Management |
|
For |
|
For |
|
| 14 |
|
ADVISORY REVIEW
OF THE COMPENSATION OWED OR PAID TO MR. MICHEL LANDEL, MANAGING DIRECTOR, FOR THE
FINANCIAL YEAR ENDED 31 AUGUST 2016 |
|
Management |
|
For |
|
For |
|
| 15 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE COMPANY TO PURCHASE ITS OWN SHARES |
|
Management |
|
For |
|
For |
|
| 16 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2.1 |
|
Appoint a
Director Teraura, Makoto |
|
Management |
|
For |
|
For |
|
| 2.2 |
|
Appoint a
Director Nakano, Mitsuhiro |
|
Management |
|
For |
|
For |
|
| 2.3 |
|
Appoint a
Director Hirai, Shoichi |
|
Management |
|
For |
|
For |
|
| 2.4 |
|
Appoint a
Director Teraura, Taro |
|
Management |
|
For |
|
For |
|
| 2.5 |
|
Appoint a
Director Masaki, Yasuko |
|
Management |
|
For |
|
For |
|
| 2.6 |
|
Appoint a
Director Kato, Toru |
|
Management |
|
For |
|
For |
|
| 2.7 |
|
Appoint a
Director Akanishi, Yoshifumi |
|
Management |
|
For |
|
For |
|
| 3 |
|
Approve Payment
of Bonuses to Corporate Officers |
|
Management |
|
Against |
|
Against |
|
| 4 |
|
Approve Continuance
of Policy regarding Large-scale Purchases of Company Shares (Anti-Takeover Defense
Measures) |
|
Management |
|
Against |
|
Against |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| I |
|
APPOINTMENT
OF THE CHAIRPERSON, SECRETARY, OFFICERS TO COUNT THE VOTES, ATTENDANCE LIST AND,
IF DEEMED APPROPRIATE, DECLARATION OF THE LEGAL INSTATEMENT OF THE MEETING |
|
Management |
|
For |
|
For |
|
| II |
|
REPORT FROM
THE BOARD OF DIRECTORS FOR THE FISCAL YEAR THAT ENDED ON DECEMBER 31, 2016, WHICH
INCLUDES THE REPORT REGARDING THE BUYBACK AND PLACEMENT OF SHARES OF THE COMPANY,
AS WELL AS THE OTHER APPLICABLE REPORTS IN ACCORDANCE WITH THAT WHICH IS PROVIDED
FOR IN THE SECURITIES MARKET LAW |
|
Management |
|
For |
|
For |
|
| III |
|
RESOLUTION
REGARDING ITEM II, ABOVE |
|
Management |
|
For |
|
For |
|
| IV |
|
RESOLUTION
REGARDING THE ALLOCATION OF PROFIT FROM THE 2016 FISCAL YEAR AND, IF DEEMED APPROPRIATE,
PAYMENT OF A DIVIDEND IN THE AMOUNT OF MXN 1.50 PER SHARE AND THE PROCEDURE FOR
ITS PAYMENT. RESOLUTION REGARDING THE RATIFICATION OR INCREASE OF THE FUND FOR THE
TEMPORARY ACQUISITION OF SHARES OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| V |
|
APPOINTMENT
OR RATIFICATION OF THE MEMBERS OF THE BOARD OF DIRECTORS, EXECUTIVE COMMITTEE, AUDIT
AND CORPORATE PRACTICES COMMITTEE, GRANTING OF POWERS AND AUTHORIZATIONS IF DEEMED
APPROPRIATE, AS WELL AS THE DETERMINATION OF COMPENSATION |
|
Management |
|
For |
|
For |
|
| VI |
|
DESIGNATION
OF SPECIAL DELEGATES TO APPEAR BEFORE A NOTARY PUBLIC IN ORDER TO GRANT AND FILE
THE RESOLUTIONS PASSED AT THE GENERAL MEETING |
|
Management |
|
For |
|
For |
|
| VII |
|
PREPARATION
OF THE MINUTES AND READING AND APPROVAL OF THEM, IF DEEMED APPROPRIATE |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
MATTERS TO
BE INFORMED |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO CONSIDER
AND ADOPT THE MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR THE YEAR
2016 HELD ON 30 MARCH 2016 |
|
Management |
|
For |
|
For |
|
| 3 |
|
TO ACKNOWLEDGE
THE COMPANY’S OPERATING RESULTS FOR THE FISCAL YEAR 2016 |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO CONSIDER
AND APPROVE THE FINANCIAL STATEMENTS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE
YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 5 |
|
TO CONSIDER
AND APPROVE THE APPROPRIATION OF THE NET PROFIT YEAR 2016 FOR DIVIDEND PAYMENTS |
|
Management |
|
For |
|
For |
|
| 6 |
|
TO CONSIDER
AND APPROVE THE APPOINTMENT OF THE COMPANYS AUDITORS AND FIX THEIR REMUNERATION
FOR THE YEAR 2017 |
|
Management |
|
For |
|
For |
|
| 7.A |
|
TO CONSIDER
AND ELECT MRS. CHARINTORN VONGSPOOTORN AS INDEPENDENT DIRECTOR |
|
Management |
|
For |
|
For |
|
| 7.B |
|
TO CONSIDER
AND ELECT PROF. SAMRIENG MEKKRIENGKRAI AS INDEPENDENT DIRECTOR |
|
Management |
|
For |
|
For |
|
| 7.C |
|
TO CONSIDER
AND ELECT MR. PAIBOON PANUWATTANAWONG AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 8.A |
|
TO CONSIDER
AND ELECT MR. VIRASAK KITTIVAT AS NEW DIRECTOR |
|
Management |
|
For |
|
For |
|
| 9 |
|
TO CONSIDER
AND APPROVE THE REMUNERATION OF THE COMPANY’S DIRECTORS FOR THE YEAR 2017 |
|
Management |
|
For |
|
For |
|
| 10 |
|
TO CONSIDER
AND APPROVE THE AMENDMENT OF THE COMPANY OBJECTIVES AND THE AMENDMENT OF ARTICLE
3 OF THE MEMORANDUM OF ASSOCIATION |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| I |
|
PRESENTATION
OF THE REPORTS THAT ARE REFERRED TO IN PART IV OF ARTICLE 28 OF THE SECURITIES MARKET
LAW IN REGARD TO THE FISCAL YEAR THAT ENDED ON DECEMBER 31, 2016 |
|
Management |
|
For |
|
For |
|
| II |
|
PRESENTATION
AND APPROVAL, IF DEEMED APPROPRIATE, OF THE ANNUAL REPORT, IN REGARD TO THE OPERATIONS
THAT WERE CARRIED OUT BY THE AUDIT AND CORPORATE PRACTICES COMMITTEE DURING THE
FISCAL YEAR THAT RAN FROM JANUARY 1 TO DECEMBER 31, 2016, IN ACCORDANCE WITH ARTICLE
43 OF THE SECURITIES MARKET LAW |
|
Management |
|
Abstain |
|
Against |
|
| III |
|
PRESENTATION
AND, IF DEEMED APPROPRIATE, APPROVAL OF THE FINANCIAL INFORMATION FOR THE FISCAL
YEAR THAT ENDED ON DECEMBER 31, 2016, AND THE ALLOCATION OF THE RESULTS IN REGARD
TO THE MENTIONED FISCAL YEAR, INCLUDING, IF DEEMED APPROPRIATE, THE PROPOSAL TO
INCREASE THE LEGAL RESERVE OF THE COMPANY |
|
Management |
|
Abstain |
|
Against |
|
| IV |
|
REVIEW OF
AND, IF DEEMED APPROPRIATE, APPROVAL REGARDING THE PROPOSAL FROM THE BOARD OF DIRECTORS
FOR THE DECLARATION AND FORM OF PAYMENT OF AN ORDINARY DIVIDEND FOR THE SHAREHOLDERS
OF THE COMPANY WITH A CHARGE AGAINST THE RETAINED PROFIT ACCOUNT |
|
Management |
|
Abstain |
|
Against |
|
| V |
|
THE REPORT
FROM THE BOARD OF DIRECTORS IN REGARD TO THE SHARES REPRESENTATIVE OF THE SHARE
CAPITAL OF THE COMPANY THAT WERE ACQUIRED WITH A CHARGE AGAINST THE AMOUNT AUTHORIZED
FOR SHARE BUYBACKS, AS WELL AS THEIR PLACEMENT, INCLUDING THE AUTHORIZATION OF THE
MAXIMUM AMOUNT OF FUNDS THAT ARE TO BE ALLOCATED FOR SHARE BUYBACKS FOR THE 2017
FISCAL YEAR, IN ACCORDANCE WITH ARTICLE 56 OF THE SECURITIES MARKET LAW |
|
Management |
|
Abstain |
|
Against |
|
| VI |
|
IF DEEMED
APPROPRIATE, RATIFICATION OF THE TERM IN OFFICE OF THE BOARD OF DIRECTORS AND OF
THE GENERAL DIRECTOR FOR THE 2016 FISCAL YEAR |
|
Management |
|
Abstain |
|
Against |
|
| VII |
|
APPOINTMENT
OR RATIFICATION, IF DEEMED APPROPRIATE, OF THE MEMBERS OF THE BOARD OF DIRECTORS,
OFFICERS AND MEMBERS OF THE AUDIT AND CORPORATE PRACTICES COMMITTEE OF THE COMPANY,
AND THE DETERMINATION OF THEIR COMPENSATION |
|
Management |
|
Abstain |
|
Against |
|
| VIII |
|
APPOINTMENT
OF SPECIAL DELEGATES OF THE GENERAL MEETING |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
APPROVAL OF
THE ANNUAL REVIEW, THE FINANCIAL STATEMENTS OF NESTLE S.A. AND THE CONSOLIDATED
FINANCIAL STATEMENTS OF THE NESTLE GROUP FOR 2016 |
|
Management |
|
For |
|
For |
|
| 1.2 |
|
ACCEPTANCE
OF THE COMPENSATION REPORT 2016 (ADVISORY VOTE) |
|
Management |
|
For |
|
For |
|
| 2 |
|
DISCHARGE
TO THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE MANAGEMENT |
|
Management |
|
For |
|
For |
|
| 3 |
|
APPROPRIATION
OF PROFIT RESULTING FROM THE BALANCE SHEET OF NESTLE S.A. (PROPOSED DIVIDEND) FOR
THE FINANCIAL YEAR 2016 |
|
Management |
|
For |
|
For |
|
| 4.1.1 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MR PAUL BULCKE |
|
Management |
|
For |
|
For |
|
| 4.1.2 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MR ANDREAS KOOPMANN |
|
Management |
|
For |
|
For |
|
| 4.1.3 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MR HENRI DE CASTRIES |
|
Management |
|
For |
|
For |
|
| 4.1.4 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MR BEAT W. HESS |
|
Management |
|
For |
|
For |
|
| 4.1.5 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MR RENATO FASSBIND |
|
Management |
|
For |
|
For |
|
| 4.1.6 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MR STEVEN G. HOCH |
|
Management |
|
For |
|
For |
|
| 4.1.7 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MS NAINA LAL KIDWAI |
|
Management |
|
For |
|
For |
|
| 4.1.8 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MR JEAN-PIERRE ROTH |
|
Management |
|
For |
|
For |
|
| 4.1.9 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MS ANN M. VENEMAN |
|
Management |
|
For |
|
For |
|
| 41.10 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MS EVA CHENG |
|
Management |
|
For |
|
For |
|
| 41.11 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MS RUTH K. ONIANG’O |
|
Management |
|
For |
|
For |
|
| 41.12 |
|
RE-ELECTION
TO THE BOARD OF DIRECTORS: MR PATRICK AEBISCHER |
|
Management |
|
For |
|
For |
|
| 4.2.1 |
|
ELECTION TO
THE BOARD OF DIRECTORS: MR ULF MARK SCHNEIDER |
|
Management |
|
For |
|
For |
|
| 4.2.2 |
|
ELECTION TO
THE BOARD OF DIRECTORS: MS URSULA M. BURNS |
|
Management |
|
For |
|
For |
|
| 4.3 |
|
ELECTION OF
THE CHAIRMAN OF THE BOARD OF DIRECTORS: MR PAUL BULCKE |
|
Management |
|
For |
|
For |
|
| 4.4.1 |
|
ELECTION OF
MEMBER OF THE COMPENSATION COMMITTEE: MR BEAT W. HESS |
|
Management |
|
For |
|
For |
|
| 4.4.2 |
|
ELECTION OF
MEMBER OF THE COMPENSATION COMMITTEE: MR ANDREAS KOOPMANN |
|
Management |
|
For |
|
For |
|
| 4.4.3 |
|
ELECTION OF
MEMBER OF THE COMPENSATION COMMITTEE: MR JEAN-PIERRE ROTH |
|
Management |
|
For |
|
For |
|
| 4.4.4 |
|
ELECTION OF
MEMBER OF THE COMPENSATION COMMITTEE: MR PATRICK AEBISCHER |
|
Management |
|
For |
|
For |
|
| 4.5 |
|
ELECTION OF
THE STATUTORY AUDITORS: KPMG SA, GENEVA BRANCH |
|
Management |
|
For |
|
For |
|
| 4.6 |
|
ELECTION OF
THE INDEPENDENT REPRESENTATIVE: HARTMANN DREYER, ATTORNEYS-AT-LAW |
|
Management |
|
For |
|
For |
|
| 5.1 |
|
APPROVAL OF
THE COMPENSATION OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 5.2 |
|
APPROVAL OF
THE COMPENSATION OF THE EXECUTIVE BOARD |
|
Management |
|
For |
|
For |
|
| 6 |
|
IN THE EVENT
OF ANY YET UNKNOWN NEW OR MODIFIED PROPOSAL BY A SHAREHOLDER DURING THE GENERAL
MEETING, I INSTRUCT THE INDEPENDENT REPRESENTATIVE TO VOTE AS FOLLOWS: (YES = VOTE
IN FAVOUR OF ANY SUCH YET UNKNOWN PROPOSAL, NO = VOTE AGAINST ANY SUCH YET UNKNOWN
PROPOSAL, ABSTAIN = ABSTAIN FROM VOTING) - THE BOARD OF DIRECTORS RECOMMENDS TO
VOTE NO ON ANY SUCH YET UNKNOWN PROPOSAL |
|
Shareholder |
|
Abstain |
|
Against |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
ADOPTION OF
THE AUDITED ACCOUNTS FOR THE FINANCIAL YEAR 2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
APPROVE ALLOCATION
OF INCOME AND DIVIDENDS OF EUR1.35 PER SHARE |
|
Management |
|
For |
|
For |
|
| 3 |
|
RELEASE FROM
LIABILITY OF THE NON-EXECUTIVE MEMBERS OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 4 |
|
RELEASE FROM
LIABILITY OF THE EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 5 |
|
APPOINTMENT
OF ERNST & YOUNG ACCOUNTANTS LLP AS AUDITOR FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| 6 |
|
RENEWAL OF
THE APPOINTMENT OF MR. DENIS RANQUE AS A NON-EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS
FOR A TERM OF THREE YEARS |
|
Management |
|
For |
|
For |
|
| 7 |
|
RENEWAL OF
THE APPOINTMENT OF MR. RALPH D. CROSBY, JR. AS A NON-EXECUTIVE MEMBER OF THE BOARD
OF DIRECTORS FOR A TERM OF THREE YEARS |
|
Management |
|
For |
|
For |
|
| 8 |
|
RENEWAL OF
THE APPOINTMENT OF MR. HERMANN-JOSEF LAMBERTI AS A NON-EXECUTIVE MEMBER OF THE BOARD
OF DIRECTORS FOR A TERM OF THREE YEARS |
|
Management |
|
For |
|
For |
|
| 9 |
|
APPOINTMENT
OF LORD DRAYSON (PAUL) AS A NON-EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS FOR A
TERM OF THREE YEARS IN REPLACEMENT OF MR. LAKSHMI N. MITTAL WHOSE MANDATE EXPIRES |
|
Management |
|
For |
|
For |
|
| 10 |
|
AMENDMENT
OF ARTICLE 2 PARAGRAPH 1 (“NAME”) OF THE COMPANY’S ARTICLES OF ASSOCIATION |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 2 |
|
APPROVAL OF
THE ANNUAL REPORT, BALANCE SHEET, FINANCIAL STATEMENTS AND EXTERNAL AUDITORS’
REPORT CORRESPONDING TO THE FISCAL YEAR ENDED ON DECEMBER 31ST, 2016. |
|
Management |
|
For |
|
For |
|
| 3 |
|
DISTRIBUTION
OF THE PROFITS ACCRUED DURING FISCAL YEAR 2016 AND DIVIDEND PAYMENT. |
|
Management |
|
For |
|
For |
|
| 5 |
|
DETERMINATION
OF THE BOARD OF DIRECTORS MEMBERS’ REMUNERATION FOR FISCAL YEAR 2017. |
|
Management |
|
For |
|
For |
|
| 6 |
|
DETERMINATION
OF THE COMMITTEE OF DIRECTORS BUDGET AND REMUNERATION FOR ITS MEMBERS FOR FISCAL
YEAR 2017. |
|
Management |
|
For |
|
For |
|
| 7 |
|
DETERMINATION
OF THE AUDIT COMMITTEE BUDGET AND REMUNERATION FOR ITS MEMBERS FOR FISCAL YEAR 2017. |
|
Management |
|
For |
|
For |
|
| 8A |
|
APPOINTMENT
OF EXTERNAL AUDITORS FOR THE 2017 FISCAL YEAR. |
|
Management |
|
For |
|
For |
|
| 8B |
|
APPOINTMENT
OF RISK RATING AGENCIES FOR THE 2017 FISCAL YEAR. |
|
Management |
|
For |
|
For |
|
| 11B |
|
REVIEW ALL
OTHER MATTERS THAT ARE OF CORPORATE INTEREST AND SUBJECT TO THE SHAREHOLDERS’
MEETING’S COMPETENCE, PURSUANT TO APPLICABLE LAW AND THE CORPORATION’S
BY-LAWS: DETERMINATION OF THE JOURNAL OR NEWSPAPER FROM THE REGISTERED DOMICILE
OF THE CORPORATION FOR LEGAL PUBLICATIONS. |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
THE ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DEC-16 |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO APPROVE
THE REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 3 |
|
TO APPROVE
THE REMUNERATION POLICY |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO APPROVE
THE FINAL DIVIDEND OF 20.6P PER ORDINARY SHARE |
|
Management |
|
For |
|
For |
|
| 5 |
|
TO RE-ELECT
GEOFFREY HOWE AS A DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 6 |
|
TO ELECT ADAM
KESWICK AS A DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 7 |
|
TO RE-ELECT
DOMINIC BURKE AS A DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 8 |
|
TO RE-ELECT
MARK DRUMMOND BRADY AS A DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 9 |
|
TO RE-ELECT
CHARLES ROZES AS A DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 10 |
|
TO ELECT BRUCE
CARNEGIE-BROWN AS A DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 11 |
|
TO RE-ELECT
ANNETTE COURT AS A DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 12 |
|
TO RE-ELECT
JONATHAN DAWSON AS A DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 13 |
|
TO RE-ELECT
LORD SASSOON AS A DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 14 |
|
TO RE-ELECT
NICHOLAS WALSH AS A DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 15 |
|
TO RE-APPOINT
PRICEWATERHOUSECOOPERS LLP AS AUDITORS TO THE COMPANY |
|
Management |
|
For |
|
For |
|
| 16 |
|
TO AUTHORISE
THE DIRECTORS TO DETERMINE THE REMUNERATION OF THE AUDITORS |
|
Management |
|
For |
|
For |
|
| 17 |
|
TO AUTHORISE
THE COMPANY TO PURCHASE UP TO 21,903,787 ORDINARY SHARES IN THE MARKET |
|
Management |
|
For |
|
For |
|
| 18 |
|
TO AUTHORISE
THE DIRECTORS TO ALLOT SECURITIES UP TO AN AGGREGATE NOMINAL VALUE OF 3,614,124.95
GBP |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
REVIEW AND
APPROVAL OF THE TRANSACTIONS AND THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL
YEAR ENDING 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.2 |
|
REVIEW AND
APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.3 |
|
ALLOCATION
OF INCOME AND SETTING OF THE DIVIDEND |
|
Management |
|
For |
|
For |
|
| O.4 |
|
APPOINTMENT
OF MS MARINA NIFOROS AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.5 |
|
APPOINTMENT
OF MS PASCALINE DE DREUZY AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.6 |
|
APPROVAL OF
THE AGREEMENTS PURSUANT TO ARTICLES L.225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL
CODE |
|
Management |
|
Against |
|
Against |
|
| O.7 |
|
SETTING OF
THE AMOUNT OF ATTENDANCE FEES |
|
Management |
|
For |
|
For |
|
| O.8 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING COMPENSATION
FOR MR JOEL SECHE, CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| O.9 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE COMPANY TO PURCHASE ITS OWN SHARES,
FOR A PERIOD OF EIGHTEEN (18) MONTHS |
|
Management |
|
For |
|
For |
|
| E.10 |
|
AUTHORISATION
FOR THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELLING SHARES, FOR
A PERIOD OF EIGHTEEN (18) MONTHS |
|
Management |
|
For |
|
For |
|
| E.11 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL
BY INCORPORATING RESERVES, PROFITS OR PREMIUMS, FOR A PERIOD OF TWENTY-SIX (26)
MONTHS |
|
Management |
|
For |
|
For |
|
| E.12 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO GRANT SHARE SUBSCRIPTION OR SHARE PURCHASE
OPTIONS FOR THE BENEFIT OF EMPLOYEES AND/OR EXECUTIVE OFFICERS OF GROUP COMPANIES,
ENTAILING A WAIVER BY THE SHAREHOLDERS OF THEIR PRE-EMPTIVE SUBSCRIPTION RIGHT,
FOR A PERIOD OF THIRTY- EIGHT (38) MONTHS |
|
Management |
|
For |
|
For |
|
| E.13 |
|
AUTHORISATION
TO FREELY ALLOCATE EXISTING SHARES OR SHARES TO BE ISSUED FOR THE BENEFIT OF EXECUTIVE
OFFICERS AND EMPLOYEES, ENTAILING A WAIVER BY THE SHAREHOLDERS OF THEIR PRE-EMPTIVE
SUBSCRIPTION RIGHT, FOR A PERIOD OF THIRTY- EIGHT (38) MONTHS |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
ADOPTION OF
DIRECTORS’ STATEMENT, AUDITED FINANCIAL STATEMENTS AND AUDITOR’S REPORT |
|
Management |
|
For |
|
For |
|
| 2 |
|
DECLARATION
OF SECOND & FINAL DIVIDEND: 10 CENTS PER SHARE |
|
Management |
|
For |
|
For |
|
| 3 |
|
RE-ELECTION
OF MR WEE EE-CHAO AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 4 |
|
RE-ELECTION
OF MR GN HIANG MENG AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 5 |
|
RE-ELECTION
OF MR HAN AH KUAN AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 6 |
|
APPROVAL OF
DIRECTORS’ FEES |
|
Management |
|
For |
|
For |
|
| 7 |
|
RE-APPOINTMENT
OF PRICEWATERHOUSECOOPERS LLP AS AUDITOR |
|
Management |
|
For |
|
For |
|
| 8 |
|
AUTHORITY
FOR DIRECTORS TO ISSUE SHARES (GENERAL SHARE ISSUE MANDATE) |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
THE ANNUAL REPORT & ACCOUNTS 2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO APPROVE
THE DIRECTORS’ REMUNERATION REPORT |
|
Management |
|
For |
|
For |
|
| 3A |
|
TO ELECT DAVID
NISH AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3B |
|
TO ELECT JACKSON
TAI AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3C |
|
TO RE-ELECT
PHILLIP AMEEN AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3D |
|
TO RE-ELECT
KATHLEEN CASEY AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3E |
|
TO RE-ELECT
LAURA CHA AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3F |
|
TO RE-ELECT
HENRI DE CASTRIES AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3G |
|
TO RE-ELECT
LORD EVANS OF WEARDALE AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3H |
|
TO RE-ELECT
JOACHIM FABER AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3I |
|
TO RE-ELECT
DOUGLAS FLINT AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3J |
|
TO RE-ELECT
STUART GULLIVER AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3K |
|
TO RE-ELECT
IRENE LEE AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3L |
|
TO RE-ELECT
JOHN LIPSKY AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3M |
|
TO RE-ELECT
IAIN MACKAY AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3N |
|
TO RE-ELECT
HEIDI MILLER AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3O |
|
TO RE-ELECT
MARC MOSES AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3P |
|
TO RE-ELECT
JONATHAN SYMONDS AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3Q |
|
TO RE-ELECT
PAULINE VAN DER MEER MOHR AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3R |
|
TO RE-ELECT
PAUL WALSH AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO RE-APPOINT
PRICEWATERHOUSECOOPERS LLP AS AUDITOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 5 |
|
TO AUTHORISE
THE GROUP AUDIT COMMITTEE TO DETERMINE THE REMUNERATION OF THE AUDITOR |
|
Management |
|
For |
|
For |
|
| 6 |
|
TO AUTHORISE
THE COMPANY TO MAKE POLITICAL DONATIONS |
|
Management |
|
For |
|
For |
|
| 7 |
|
TO AUTHORISE
THE DIRECTORS TO ALLOT SHARES |
|
Management |
|
For |
|
For |
|
| 8 |
|
TO DISAPPLY
PRE-EMPTION RIGHTS |
|
Management |
|
For |
|
For |
|
| 9 |
|
TO FURTHER
DISAPPLY PRE-EMPTION RIGHTS FOR ACQUISITIONS |
|
Management |
|
For |
|
For |
|
| 10 |
|
TO AUTHORISE
THE DIRECTORS TO ALLOT ANY REPURCHASED SHARES |
|
Management |
|
For |
|
For |
|
| 11 |
|
TO AUTHORISE
THE COMPANY TO PURCHASE ITS OWN ORDINARY SHARES |
|
Management |
|
For |
|
For |
|
| 12 |
|
TO AUTHORISE
THE DIRECTORS TO ALLOT EQUITY SECURITIES IN RELATION TO CONTINGENT CONVERTIBLE SECURITIES |
|
Management |
|
For |
|
For |
|
| 13 |
|
TO DISAPPLY
PRE-EMPTION RIGHTS IN RELATION TO THE ISSUE OF CONTINGENT CONVERTIBLE SECURITIES |
|
Management |
|
For |
|
For |
|
| 14 |
|
TO APPROVE
GENERAL MEETINGS (OTHER THAN ANNUAL GENERAL MEETINGS) BEING CALLED ON 14 CLEAR DAYS’ NOTICE |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.3 |
|
APPROVAL OF
AGREEMENTS PURSUANT TO ARTICLE L.225-38 OF THE FRENCH COMMERCIAL CODE |
|
Management |
|
For |
|
For |
|
| O.4 |
|
ALLOCATION
OF INCOME |
|
Management |
|
For |
|
For |
|
| O.5 |
|
DISTRIBUTION
OF A SUM OF EUR 0.24 PER SHARE FROM THE SHARE PREMIUM ACCOUNT |
|
Management |
|
For |
|
For |
|
| O.6 |
|
RENEWAL OF
THE TERM OF APAX PARTNERS COMPANY AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.7 |
|
RENEWAL OF
THE TERM OF MS. FLORENCE PARLY AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.8 |
|
AUTHORISATION
TO THE BOARD OF DIRECTORS TO TRADE IN COMPANY SHARES |
|
Management |
|
For |
|
For |
|
| O.9 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO MR DOMINIQUE CERUTTI, CHIEF EXECUTIVE OFFICER,
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.10 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO MR CYRIL ROGER, DEPUTY GENERAL MANAGER, FOR THE
FINANCIAL YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.11 |
|
COMPENSATION
POLICY REGARDING THE CHIEF EXECUTIVE OFFICER - APPROVAL OF THE PRINCIPLES AND CRITERIA
FOR DETERMINING, DISTRIBUTING AND ALLOCATING FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS
COMPRISING THE REMUNERATION AND BENEFITS OF ALL KINDS ATTRIBUTABLE TO THE CHIEF
EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| O.12 |
|
COMPENSATION
POLICY REGARDING THE DEPUTY GENERAL MANAGER - APPROVAL OF THE PRINCIPLES AND CRITERIA
FOR DETERMINING, DISTRIBUTING AND ALLOCATING FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS
COMPRISING THE TOTAL REMUNERATION AND BENEFITS OF ANY KIND ATTRIBUTABLE TO THE DEPUTY
GENERAL MANAGER |
|
Management |
|
For |
|
For |
|
| E.13 |
|
AUTHORISATION
TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELLING SHARES |
|
Management |
|
For |
|
For |
|
| E.14 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE SHARES AND/OR TRANSFERABLE SECURITIES
GRANTING ACCESS TO CAPITAL, RETAINING THE PRE-EMPTIVE SUBSCRIPTION RIGHT FOR A MAXIMUM
NOMINAL AMOUNT OF 20 MILLION EUROS |
|
Management |
|
For |
|
For |
|
| E.15 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE SHARES AND/OR TRANSFERABLE SECURITIES
GRANTING ACCESS TO CAPITAL, BY MEANS OF A PUBLIC OFFER, WITH CANCELLATION OF THE
PRE-EMPTIVE SUBSCRIPTION RIGHT, FOR A MAXIMUM NOMINAL AMOUNT OF 7.5 MILLION EUROS |
|
Management |
|
For |
|
For |
|
| E.16 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE SHARES AND/OR TRANSFERABLE SECURITIES
GRANTING ACCESS TO CAPITAL, THROUGH PUBLIC OFFERS REFERRED TO IN SECTION II OF ARTICLE
L.411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE, WITH CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT FOR A MAXIMUM NOMINAL AMOUNT OF 7.5 MILLION EUROS |
|
Management |
|
For |
|
For |
|
| E.17 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY INCORPORATING
RESERVES, PROFITS, PREMIUMS OR SIMILAR |
|
Management |
|
For |
|
For |
|
| E.18 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE SHARES OR TRANSFERABLE SECURITIES
GRANTING ACCESS TO CAPITAL, WITHIN A LIMIT OF 10% OF THE CAPITAL, WITH A VIEW TO
REMUNERATE CONTRIBUTIONS GRANTED IN KIND TO THE COMPANY AND CONSISTING OF SECURITIES |
|
Management |
|
For |
|
For |
|
| E.19 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO ISSUE SHARES OR TRANSFERABLE SECURITIES
GRANTING ACCESS TO CAPITAL IN THE EVENT OF A PUBLIC OFFER BEING IMPLEMENTED BY THE
COMPANY IN THE NAME OF ANOTHER LISTED COMPANY, WITH CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHTS, FOR A MAXIMUM NOMINAL AMOUNT OF 7.5 MILLION EUROS |
|
Management |
|
For |
|
For |
|
| E.20 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH INCREASING THE CAPITAL RESERVED
FOR EMPLOYEES OF THE COMPANY AND COMPANIES WITHIN THE ALTRAN GROUP WHO ARE MEMBERS
OF A COMPANY SAVINGS SCHEME |
|
Management |
|
For |
|
For |
|
| E.21 |
|
OVERALL LIMIT
ON ISSUING AUTHORISATIONS, RETAINING OR CANCELLING THE PRE-EMPTIVE SUBSCRIPTION
RIGHT |
|
Management |
|
For |
|
For |
|
| E.22 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
AND ADOPT THE DIRECTORS’ STATEMENT AND THE AUDITED FINANCIAL STATEMENTS OF
THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2016 TOGETHER WITH THE AUDITOR’S
REPORT THEREON |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO DECLARE
A FINAL DIVIDEND OF 2.375 SINGAPORE CENTS (SGD 0.02375) (ONE-TIER, TAX- EXEMPT)
PER ORDINARY SHARE FOR THE YEAR ENDED 31 DECEMBER 2016 (2015: SGD 0.0125) |
|
Management |
|
For |
|
For |
|
| 3 |
|
TO RE-ELECT
THE FOLLOWING DIRECTOR OF THE COMPANY RETIRING BY ROTATION PURSUANT TO ARTICLE 93
OF THE CONSTITUTION OF THE COMPANY: MR CILIANDRA FANGIONO |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO RE-ELECT
THE FOLLOWING DIRECTOR OF THE COMPANY RETIRING BY ROTATION PURSUANT TO ARTICLE 93
OF THE CONSTITUTION OF THE COMPANY: MR HEE THENG FONG |
|
Management |
|
For |
|
For |
|
| 5 |
|
TO RE-ELECT
THE FOLLOWING DIRECTOR OF THE COMPANY RETIRING BY ROTATION PURSUANT TO ARTICLE 93
OF THE CONSTITUTION OF THE COMPANY: MR TAN SEOW KHENG |
|
Management |
|
For |
|
For |
|
| 6 |
|
TO APPROVE
THE PAYMENT OF DIRECTORS’ FEES OF SGD 460,000 FOR THE YEAR ENDED 31 DECEMBER
2016 (2015: SGD 449,167) |
|
Management |
|
For |
|
For |
|
| 7 |
|
TO RE-APPOINT
MESSRS ERNST & YOUNG LLP AS THE AUDITOR OF THE COMPANY AND TO AUTHORISE
THE DIRECTORS OF THE COMPANY TO FIX THEIR REMUNERATION |
|
Management |
|
For |
|
For |
|
| 8 |
|
AUTHORITY
TO ISSUE SHARES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
APPROVAL OF
THE UBS GROUP AG MANAGEMENT REPORT AND CONSOLIDATED AND STANDALONE FINANCIAL STATEMENTS |
|
Management |
|
For |
|
For |
|
| 1.2 |
|
ADVISORY VOTE
ON THE UBS GROUP AG COMPENSATION REPORT 2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
APPROPRIATION
OF RETAINED EARNINGS AND DISTRIBUTION OF ORDINARY DIVIDEND OUT OF CAPITAL CONTRIBUTION
RESERVE: CHF 0.60 PER SHARE |
|
Management |
|
For |
|
For |
|
| 3 |
|
DISCHARGE
OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE GROUP EXECUTIVE BOARD FOR THE FINANCIAL
YEAR 2016 |
|
Management |
|
Abstain |
|
Against |
|
| 4 |
|
APPROVAL OF
THE AGGREGATE AMOUNT OF VARIABLE COMPENSATION FOR THE MEMBERS OF THE GROUP EXECUTIVE
BOARD FOR THE FINANCIAL YEAR 2016 |
|
Management |
|
For |
|
For |
|
| 5 |
|
APPROVAL OF
THE MAXIMUM AGGREGATE AMOUNT OF FIXED COMPENSATION FOR THE MEMBERS OF THE GROUP
EXECUTIVE BOARD FOR THE FINANCIAL YEAR 2018 |
|
Management |
|
For |
|
For |
|
| 6.1.1 |
|
RE-ELECT AXEL
A. WEBER AS CHAIRMAN OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 6.1.2 |
|
RE-ELECTION
OF MEMBER OF THE BOARD OF DIRECTORS: MICHEL DEMARE |
|
Management |
|
For |
|
For |
|
| 6.1.3 |
|
RE-ELECTION
OF MEMBER OF THE BOARD OF DIRECTORS: DAVID SIDWELL |
|
Management |
|
For |
|
For |
|
| 6.1.4 |
|
RE-ELECTION
OF MEMBER OF THE BOARD OF DIRECTORS: RETO FRANCIONI |
|
Management |
|
For |
|
For |
|
| 6.1.5 |
|
RE-ELECTION
OF MEMBER OF THE BOARD OF DIRECTORS: ANN F. GODBEHERE |
|
Management |
|
For |
|
For |
|
| 6.1.6 |
|
RE-ELECTION
OF MEMBER OF THE BOARD OF DIRECTORS: WILLIAM G. PARRETT |
|
Management |
|
For |
|
For |
|
| 6.1.7 |
|
RE-ELECTION
OF MEMBER OF THE BOARD OF DIRECTORS: ISABELLE ROMY |
|
Management |
|
For |
|
For |
|
| 6.1.8 |
|
RE-ELECTION
OF MEMBER OF THE BOARD OF DIRECTORS: ROBERT W. SCULLY |
|
Management |
|
For |
|
For |
|
| 6.1.9 |
|
RE-ELECTION
OF MEMBER OF THE BOARD OF DIRECTORS: BEATRICE WEDER DI MAURO |
|
Management |
|
For |
|
For |
|
| 6.110 |
|
RE-ELECTION
OF MEMBER OF THE BOARD OF DIRECTORS: DIETER WEMMER |
|
Management |
|
Against |
|
Against |
|
| 6.2 |
|
ELECTION OF
A NEW MEMBER TO THE BOARD OF DIRECTORS: JULIE G. RICHARDSON |
|
Management |
|
For |
|
For |
|
| 6.3.1 |
|
RE-ELECTION
OF THE MEMBER OF THE COMPENSATION COMMITTEE: ANN F. GODBEHERE |
|
Management |
|
For |
|
For |
|
| 6.3.2 |
|
RE-ELECTION
OF THE MEMBER OF THE COMPENSATION COMMITTEE: MICHEL DEMARE |
|
Management |
|
For |
|
For |
|
| 6.3.3 |
|
RE-ELECTION
OF THE MEMBER OF THE COMPENSATION COMMITTEE: RETO FRANCIONI |
|
Management |
|
For |
|
For |
|
| 6.3.4 |
|
RE-ELECTION
OF THE MEMBER OF THE COMPENSATION COMMITTEE: WILLIAM G. PARRETT |
|
Management |
|
For |
|
For |
|
| 7 |
|
APPROVAL OF
THE MAXIMUM AGGREGATE AMOUNT OF COMPENSATION FOR THE MEMBERS OF THE BOARD OF DIRECTORS
FROM THE ANNUAL GENERAL MEETING 2017 TO THE ANNUAL GENERAL MEETING 2018 |
|
Management |
|
For |
|
For |
|
| 8.1 |
|
RE-ELECTION
OF THE INDEPENDENT PROXY, ADB ALTORFER DUSS AND BEILSTEIN AG, ZURICH |
|
Management |
|
For |
|
For |
|
| 8.2 |
|
RE-ELECTION
OF THE AUDITORS, ERNST AND YOUNG LTD, BASEL |
|
Management |
|
For |
|
For |
|
| 10 |
|
RE-ELECTION
OF KWEK LENG PECK AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 11 |
|
RE-ELECTION
OF GERVASE MACGREGOR AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 12 |
|
ELECTION OF
HOWARD WU AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 13 |
|
RE-APPOINTMENT
OF KPMG LLP AS AUDITOR |
|
Management |
|
For |
|
For |
|
| 14 |
|
AUTHORISE
THE DIRECTORS TO DETERMINE THE AUDITORS REMUNERATION |
|
Management |
|
For |
|
For |
|
| 15 |
|
RENEW THE
AUTHORITY GIVEN IN REGARD TO PRE-EMPTION RIGHTS UNDER THE TERMS OF THE CO-OPERATION
AGREEMENT WITH CITY DEVELOPMENTS LIMITED |
|
Management |
|
For |
|
For |
|
| 16 |
|
AUTHORISE
POLITICAL DONATIONS AND OR POLITICAL EXPENDITURE |
|
Management |
|
For |
|
For |
|
| 17 |
|
RENEW DIRECTORS
AUTHORITY TO ALLOT SHARES |
|
Management |
|
For |
|
For |
|
| 18 |
|
RENEW DIRECTORS
AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS OVER CERTAIN ISSUES OF SHARES |
|
Management |
|
For |
|
For |
|
| 19 |
|
RENEW DIRECTORS
AUTHORITY TO PURCHASE OWN SHARES |
|
Management |
|
For |
|
For |
|
| 20 |
|
AUTHORISE
GENERAL MEETINGS OTHER THAN AN ANNUAL GENERAL MEETING TO BE HELD ON 14 CLEAR DAYS’ NOTICE |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
THE AUDITED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND INDEPENDENT
AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO DECLARE
A FINAL DIVIDEND |
|
Management |
|
For |
|
For |
|
| 3.A |
|
TO RE-ELECT
MR ANDREW CLIFFORD WINAWER BRANDLER AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.B |
|
TO RE-ELECT
MR CLEMENT KING MAN KWOK AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.C |
|
TO RE-ELECT
MR WILLIAM ELKIN MOCATTA AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.D |
|
TO RE-ELECT
MR PIERRE ROGER BOPPE AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.E |
|
TO RE-ELECT
DR WILLIAM KWOK LUN FUNG AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO RE-APPOINT
KPMG AS AUDITOR OF THE COMPANY AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION |
|
Management |
|
For |
|
For |
|
| 5 |
|
TO GRANT A
GENERAL MANDATE TO ISSUE NEW SHARES |
|
Management |
|
For |
|
For |
|
| 6 |
|
TO GRANT A
GENERAL MANDATE FOR SHARE BUY-BACK |
|
Management |
|
For |
|
For |
|
| 7 |
|
TO ADD SHARES
BOUGHT BACK TO THE GENERAL MANDATE TO ISSUE NEW SHARES IN RESOLUTION (5) |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 2 |
|
RESOLUTION
ON THE APPROPRIATION OF THE DISTRIBUTABLE PROFIT THE DISTRIBUTABLE PROFIT OF EUR
2,299,912,186 SHALL BE APPROPRIATED AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 3.50
PER ORDINARY SHARE PAYMENT OF A DIVIDEND OF EUR 3.52 PER PREFERRED SHARE EX-DIVIDEND
DATE: MAY 12, 2017 PAYABLE DATE: MAY 16, 2017 |
|
Management |
|
For |
|
For |
|
| 3 |
|
RATIFICATION
OF THE ACTS OF THE BOARD OF MDS |
|
Management |
|
For |
|
For |
|
| 4 |
|
RATIFICATION
OF THE ACTS OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| 5 |
|
APPOINTMENT
OF AUDITORS FOR THE 2017 FINANCIAL YEAR: KPMG AG, BERLIN FOR THE REVIEW OF THE INTERIM
GROUP FINANCIAL STATEMENTS AND THE INTERIM GROUP ANNUAL REPORT FOR THE FIRST HALF-YEAR
OF THE 2017 FINANCIAL YEAR: KPMG AG, BERLIN |
|
Management |
|
For |
|
For |
|
| 6 |
|
ELECTIONS
TO THE SUPERVISORY BOARD - HEINRICH HIESINGER |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE TRANSACTIONS AND ANNUAL CORPORATE FINANCIAL STATEMENTS FOR THE 2016 FINANCIAL
YEAR |
|
Management |
|
For |
|
For |
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.3 |
|
ALLOCATION
OF INCOME AND SETTING OF THE DIVIDEND FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.4 |
|
APPROVAL OF
THE REGULATED AGREEMENTS AND COMMITMENTS PURSUANT TO ARTICLE L.225-38 OF THE FRENCH
COMMERCIAL CODE |
|
Management |
|
For |
|
For |
|
| O.5 |
|
APPROVAL OF
AN AGREEMENT RELATING TO THE RETIREMENT OF MS. ISABELLE KOCHER, GENERAL MANAGER,
PURSUANT TO ARTICLE L.225-42- 1 OF THE FRENCH COMMERCIAL CODE |
|
Management |
|
For |
|
For |
|
| O.6 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO DEAL IN COMPANY SHARES |
|
Management |
|
For |
|
For |
|
| O.7 |
|
RATIFICATION
OF THE PROVISIONAL APPOINTMENT OF MR PATRICE DURAND AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.8 |
|
APPOINTMENT
OF A DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS (MR CHRISTOPHE AUBERT) |
|
Management |
|
Against |
|
Against |
|
| O.9 |
|
APPOINTMENT
OF A DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS (MR TON WILLEMS) |
|
Management |
|
Against |
|
Against |
|
| O.10 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO MR GERARD MESTRALLET, CHIEF EXECUTIVE OFFICER,
FOR THE PERIOD FROM 1 JANUARY TO 3 MAY 2016 |
|
Management |
|
For |
|
For |
|
| O.11 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO MS. ISABELLE KOCHER, DEPUTY GENERAL MANAGER OF
TRANSACTIONS, FOR THE PERIOD FROM 1 JANUARY TO 3 MAY 2016 |
|
Management |
|
For |
|
For |
|
| O.12 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO MS. ISABELLE KOCHER, GENERAL MANAGER, FOR THE PERIOD
FROM 3 MAY TO 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.13 |
|
APPROVAL,
PURSUANT TO ARTICLE L.225-37-2 OF THE FRENCH COMMERCIAL CODE, OF THE PRINCIPLES
AND CRITERIA FOR DETERMINING, DISTRIBUTING AND AWARDING FIXED, VARIABLE AND EXCEPTIONAL
COMPONENTS FORMING THE GLOBAL COMPENSATIONS AND THE BENEFITS OF ALL KINDS TO BE
AWARDED TO THE MANAGEMENT EXECUTIVE OFFICERS |
|
Management |
|
For |
|
For |
|
| E.14 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO DECIDE UPON AN INCREASE
IN CAPITAL THROUGH THE ISSUANCE OF SHARES OR SECURITIES GRANTING ACCESS TO CAPITAL
SECURITIES TO BE ISSUED, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT,
FOR THE BENEFIT OF EMPLOYEES ADHERING TO THE ENGIE GROUP COMPANY SAVINGS SCHEME |
|
Management |
|
For |
|
For |
|
| E.15 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO DECIDE UPON AN INCREASE
IN THE CAPITAL THROUGH THE ISSUANCE OF SHARES OR SECURITIES GRANTING ACCESS TO CAPITAL
SECURITIES TO BE ISSUED, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT,
IN FAVOUR OF ANY ENTITY INCLUDED WITHIN THE CONTEXT OF IMPLEMENTING THE ENGIE GROUP
INTERNATIONAL EMPLOYEE SHAREHOLDING PLAN |
|
Management |
|
For |
|
For |
|
| E.16 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO FREELY ALLOCATE SHARES, IN FAVOUR OF,
ON THE ONE HAND, ALL EMPLOYEES AND EXECUTIVE OFFICERS OF THE ENGIE GROUP (WITH THE
EXCEPTION OF ENGIE COMPANY EXECUTIVE OFFICERS) OR, ON THE OTHER HAND, EMPLOYEES
PARTICIPATING IN THE ENGIE GROUP INTERNATIONAL EMPLOYEE SHAREHOLDING PLAN |
|
Management |
|
For |
|
For |
|
| E.17 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO FREELY ALLOCATE SHARES IN FAVOUR OF CERTAIN
ENGIE GROUP EMPLOYEES AND EXECUTIVE OFFICERS (WITH THE EXCEPTION OF ENGIE COMPANY
EXECUTIVE OFFICERS) |
|
Management |
|
For |
|
For |
|
| E.18 |
|
POWERS TO
EXECUTE THE DECISIONS OF THE GENERAL MEETING AND TO CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| O.4 |
|
STATUTORY
AUDITORS’ SPECIAL REPORT RELATING TO THE AGREEMENTS PURSUANT TO ARTICLE L.225-38
OF THE FRENCH COMMERCIAL CODE |
|
Management |
|
For |
|
For |
|
| O.5 |
|
APPROVAL OF
COMMITMENTS PURSUANT TO ARTICLE L.225-42-1 OF THE FRENCH COMMERCIAL CODE RELATING
TO MR DIDIER MICHAUD-DANIEL, GENERAL MANAGER |
|
Management |
|
For |
|
For |
|
| O.6 |
|
RENEWAL OF
THE TERM OF MR FREDERIC LEMOINE AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.7 |
|
RENEWAL OF
THE TERM OF MR STEPHANE BACQUAERT AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.8 |
|
RENEWAL OF
THE TERM OF MS IEDA GOMES YELL AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.9 |
|
RENEWAL OF
THE TERM OF MR JEAN-MICHEL ROPERT AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.10 |
|
RENEWAL OF
THE TERM OF MS LUCIA SINAPI-THOMAS AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.11 |
|
APPOINTMENT
OF MS ANA GIROS CALPE AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.12 |
|
INCREASE IN
THE OVERALL BUDGET FOR ATTENDANCE FEES |
|
Management |
|
For |
|
For |
|
| O.13 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID DURING THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 TO
MR DIDIER MICHAUD-DANIEL, GENERAL MANAGER |
|
Management |
|
For |
|
For |
|
| O.14 |
|
APPROVAL OF
THE ELEMENTS OF THE REMUNERATION POLICY FOR MR FREDERIC LEMOINE, PRESIDENT OF THE
BOARD OF DIRECTORS, UNTIL 8 MARCH 2017 |
|
Management |
|
For |
|
For |
|
| O.15 |
|
APPROVAL OF
THE ELEMENTS OF THE REMUNERATION POLICY FOR THE PRESIDENT OF THE BOARD OF DIRECTORS
SINCE 8 MARCH 2017 |
|
Management |
|
For |
|
For |
|
| O.16 |
|
APPROVAL OF
THE ELEMENTS OF THE REMUNERATION POLICY FOR THE GENERAL MANAGER |
|
Management |
|
For |
|
For |
|
| O.17 |
|
RATIFICATION
OF THE TRANSFER OF THE REGISTERED OFFICE |
|
Management |
|
For |
|
For |
|
| O.18 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO TRADE IN COMMON COMPANY SHARES |
|
Management |
|
For |
|
For |
|
| E.19 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL WITH
RETENTION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT OF SHAREHOLDERS |
|
Management |
|
For |
|
For |
|
| E.20 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE, IN THE EVENT OF EXCESSIVE
APPLICATIONS, THE NUMBER OF SECURITIES TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE,
WITH RETENTION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT OF SHAREHOLDERS COMPLETED ACCORDING
TO THE 19TH RESOLUTION PRESENTED DURING THIS GENERAL MEETING |
|
Management |
|
For |
|
For |
|
| E.21 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO ISSUE COMMON COMPANY SHARES AND/OR
SECURITIES, FOR THE BENEFIT OF MEMBERS OF THE COMPANY SAVINGS PLAN, GRANTING IMMEDIATE
AND/OR DEFERRED ACCESS TO THE COMPANY’S CAPITAL, WITH CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT OF SHAREHOLDERS |
|
Management |
|
For |
|
For |
|
| E.22 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL BY INCORPORATING
PREMIUMS, RESERVES, PROFITS OR ANY OTHER SUM WHOSE CAPITALISATION WOULD BE PERMITTED |
|
Management |
|
For |
|
For |
|
| E.23 |
|
DELEGATION
OF POWERS GRANTED TO THE BOARD OF DIRECTORS TO ISSUE COMMON COMPANY SHARES AND/OR
SECURITIES GRANTING IMMEDIATE AND/OR DEFERRED ACCESS TO THE COMPANY’S CAPITAL,
WITHIN THE LIMIT OF 10% OF THE SHARE CAPITAL, IN ORDER TO REMUNERATE CONTRIBUTIONS
IN KIND MADE TO THE COMPANY |
|
Management |
|
For |
|
For |
|
| E.24 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO ISSUE COMMON COMPANY SHARES AND/OR
SECURITIES GRANTING IMMEDIATE AND/OR DEFERRED ACCESS TO THE COMPANY’S CAPITAL
AS REMUNERATION FOR CONTRIBUTIONS OF SECURITIES MADE IN THE CONTEXT OF A PUBLIC
EXCHANGE OFFER INITIATED BY THE COMPANY |
|
Management |
|
For |
|
For |
|
| E.25 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO DECREASE THE SHARE CAPITAL BY CANCELLING ALL
OR PART OF THE COMPANY’S SHARES ACQUIRED WITHIN THE CONTEXT OF ANY SHARE BUYBACK
SCHEME |
|
Management |
|
For |
|
For |
|
| E.26 |
|
OVERALL LIMITATION
OF THE AMOUNT OF ISSUANCES LIKELY TO BE MADE PURSUANT TO THE 19TH AND 24TH RESOLUTIONS |
|
Management |
|
For |
|
For |
|
| E.27 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.2 |
|
APPROVAL OF
THE CORPORATE FINANCIAL STATEMENTS FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.3 |
|
ALLOCATION
OF PARENT COMPANY INCOME AND SETTING OF THE DIVIDEND AT EUR 1.60 PER SHARE FOR 2016 |
|
Management |
|
For |
|
For |
|
| O.4 |
|
RATIFICATION
OF THE CO-OPTATION OF MRS DELPHINE GENY-STEPHANN AS A DIRECTOR APPOINTED UPON PROPOSAL
OF THE PUBLIC SECTOR |
|
Management |
|
Against |
|
Against |
|
| O.5 |
|
RENEWAL OF
THE TERM OF MR PHILIPPE LEPINAY AS DIRECTOR REPRESENTING THE SHAREHOLDING EMPLOYEES |
|
Management |
|
For |
|
For |
|
| O.6 |
|
ADVISORY REVIEW
OF THE COMPENSATION OF MR PATRICE CAINE, THE COMPANY’S SOLE EXECUTIVE DIRECTOR,
FOR THE YEAR 2016 |
|
Management |
|
Against |
|
Against |
|
| O.7 |
|
APPROVAL OF
PRINCIPLES AND ESTABLISHMENT OF THE ALLOCATION AND AWARDING CRITERIA OF THE FIXED,
VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THESE COMPENSATIONS AND ALL BENEFITS
OF ALL KINDS TO BE AWARDED TO THE CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| O.8 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO ALLOW THE COMPANY TO TRADE IN ITS OWN SHARES
(WITH A MAXIMUM PURCHASE PRICE OF EURO 120 PER SHARE) |
|
Management |
|
For |
|
For |
|
| E.9 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO CANCEL SHARES ACQUIRED THROUGH THE SHARE BUYBACK
PROGRAMME |
|
Management |
|
For |
|
For |
|
| O.10 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| O.11 |
|
APPOINTMENT
OF MS LAURENCE BROSETA AS DIRECTOR, AS PROPOSED BY THE PUBLIC SECTOR |
|
Management |
|
For |
|
For |
|
| O.12 |
|
APPOINTMENT
OF MS DELPHINE GENY-STEPHANN AS DIRECTOR, AS PROPOSED BY THE PUBLIC SECTOR |
|
Management |
|
For |
|
For |
|
| O.13 |
|
APPOINTMENT
OF MR LAURENT COLLET-BILLON AS DIRECTOR, AS PROPOSED BY THE PUBLIC SECTOR |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE INDIVIDUAL FINANCIAL STATEMENTS FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.3 |
|
ALLOCATION
OF INCOME; SETTING AND PAYMENT OF DIVIDEND |
|
Management |
|
For |
|
For |
|
| O.4 |
|
APPROVAL OF
REGULATED AGREEMENTS |
|
Management |
|
For |
|
For |
|
| O.5 |
|
APPROVAL OF
THE RENEWAL OF THE COMMITMENTS MADE IN THE EVENT OF THE CHAIRMAN OF THE BOARD OF
DIRECTORS TERMINATING HIS DUTIES |
|
Management |
|
For |
|
For |
|
| O.6 |
|
APPROVAL OF
THE RENEWAL OF THE COMMITMENTS MADE IN THE EVENT OF A MEMBER OF THE BOARD OF DIRECTORS
TERMINATING THEIR DUTIES |
|
Management |
|
For |
|
For |
|
| O.7 |
|
RENEWAL OF
THE TERM OF MR LAURENT BURELLE AS A MEMBER OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| O.8 |
|
RENEWAL OF
THE TERM OF MS BENEDICTE COSTE AS A MEMBER OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| O.9 |
|
RENEWAL OF
THE TERM OF MS PRISCILLA DE MOUSTIER AS A MEMBER OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| O.10 |
|
RENEWAL OF
THE TERM OF MR EDOUARD DE L’ESPEE AS A MEMBER OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| O.11 |
|
APPOINTMENT
OF MR NICHOLAS FERGUSON AS A MEMBER OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| O.12 |
|
APPOINTMENT
OF MR NICOLAS VER HULST AS A MEMBER OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| O.13 |
|
SETTING THE
AMOUNT OF ATTENDANCE FEES ALLOCATED TO THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| O.14 |
|
VOTE ON THE
ITEMS OF THE REMUNERATION POLICY ATTRIBUTABLE TO THE CHAIRMAN OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| O.15 |
|
VOTE ON THE
ITEMS OF THE REMUNERATION POLICY ATTRIBUTABLE TO MEMBERS OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| O.16 |
|
VOTE ON THE
ITEMS OF THE REMUNERATION POLICY ATTRIBUTABLE TO MEMBERS OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| O.17 |
|
ADVISORY REVIEW
OF THE COMPENSATION OWED OR PAID TO MR FREDERIC LEMOINE, CHAIRMAN OF THE BOARD OF
DIRECTORS |
|
Management |
|
For |
|
For |
|
| O.18 |
|
ADVISORY REVIEW
OF THE ITEMS OF COMPENSATION OWED OR PAID TO MR BERNARD GAUTIER, MEMBER OF THE BOARD
OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| O.19 |
|
ADVISORY REVIEW
OF THE ITEMS OF COMPENSATION OWED OR PAID TO MR FRANCOIS DE WENDEL, CHAIRMAN OF
THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| O.20 |
|
AUTHORISATION
FOR THE BOARD OF DIRECTORS TO BUY COMPANY SHARES: MAXIMUM PRICE: EUR 200 |
|
Management |
|
For |
|
For |
|
| E.21 |
|
AUTHORISATION
FOR THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELLING SHARES OF UP
TO 10% OF THE CAPITAL WITHIN A 24-MONTH PERIOD |
|
Management |
|
For |
|
For |
|
| E.22 |
|
DELEGATION
OF AUTHORITY FOR THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY A NOMINAL
AMOUNT OF UP TO SEVENTY-FIVE MILLION EUROS, WITH RETENTION OF THE PRE-EMPTIVE SUBSCRIPTION
RIGHT |
|
Management |
|
For |
|
For |
|
| E.23 |
|
DELEGATION
OF AUTHORITY FOR THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY A NOMINAL
AMOUNT OF UP TO EIGHTEEN MILLION EUROS, WITH WITHDRAWAL OF THE PRE-EMPTIVE SUBSCRIPTION
RIGHT, AND WITH THE POSSIBILITY OF GRANTING A PRIORITY PERIOD TO SHAREHOLDERS |
|
Management |
|
For |
|
For |
|
| E.24 |
|
DELEGATION
OF AUTHORITY FOR THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING
SHARES AND/OR SECURITIES THAT GRANT ACCESS TO THE CAPITAL WITH WITHDRAWAL OF THE
PRE-EMPTIVE SUBSCRIPTION RIGHT, THROUGH A PRIVATE PLACEMENT PURSUANT TO ARTICLE
L.411-2 II OF THE FRENCH MONETARY AND FINANCIAL CODE |
|
Management |
|
For |
|
For |
|
| E.25 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO SET THE ISSUE PRICE OF SHARES OR SECURITIES
PURSUANT TO THE CONDITIONS SET OUT BY THE GENERAL MEETING, WITH WITHDRAWAL OF THE
PRE-EMPTIVE SUBSCRIPTION RIGHT, THROUGH A PUBLIC OFFER OR PRIVATE PLACEMENT, WITHIN
THE ANNUAL LIMIT OF 10 % OF THE SHARE CAPITAL |
|
Management |
|
For |
|
For |
|
| E.26 |
|
DELEGATION
OF AUTHORITY FOR THE BOARD OF DIRECTORS TO INCREASE THE NUMBER OF SECURITIES TO
BE ISSUED IN THE EVENT OF EXCESS DEMAND, BY UP TO 15% OF THE PRIMARY ISSUE, WITH
RETENTION OR WITHDRAWAL OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| E.27 |
|
DELEGATION
OF AUTHORITY FOR THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY UP TO EIGHTEEN
MILLION EUROS, WITH WITHDRAWAL OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, IN ORDER TO
REMUNERATE SECURITIES CONTRIBUTED EITHER IN-KIND OR AS PART OF A PUBLIC EXCHANGE
OFFER |
|
Management |
|
For |
|
For |
|
| E.28 |
|
DELEGATION
OF AUTHORITY FOR THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY UP TO EIGHTY
MILLION EUROS BY INCORPORATING RESERVES, PROFITS OR PREMIUMS |
|
Management |
|
For |
|
For |
|
| E.29 |
|
OVERALL LIMIT
FOR CAPITAL INCREASES |
|
Management |
|
For |
|
For |
|
| E.30 |
|
DELEGATION
OF AUTHORITY FOR THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY A NOMINAL AMOUNT
OF UP TO ONE HUNDRED AND FIFTY MILLION EUROS, WITH WITHDRAWAL OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT, BY ISSUING SHARES OR SECURITIES THAT GRANT ACCESS TO CAPITAL
RESERVED FOR MEMBERS OF THE GROUP SAVINGS SCHEME |
|
Management |
|
For |
|
For |
|
| E.31 |
|
AUTHORISATION
FOR THE BOARD OF DIRECTORS TO GRANT SHARE SUBSCRIPTION OR PURCHASE OPTIONS TO EXECUTIVE
OFFICERS AND EMPLOYEES, WITH WITHDRAWAL OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION
RIGHT, OF UP TO 1% OF THE SHARE CAPITAL, WITH A SUB-CEILING OF 36% OF THE OVERALL
LIMIT FOR MEMBERS OF THE BOARD OF DIRECTORS, WITH THE 1% CEILING APPLYING TO THIS
RESOLUTION AS WELL AS THE THIRTY-SECOND RESOLUTION. |
|
Management |
|
For |
|
For |
|
| E.32 |
|
AUTHORISATION
FOR THE BOARD OF DIRECTORS TO ALLOCATE PERFORMANCE-BASED SHARES OF UP TO 0.3333%
OF THE SHARE CAPITAL TO EXECUTIVE OFFICERS AND EMPLOYEES, WITH WITHDRAWAL OF THE
PRE-EMPTIVE SUBSCRIPTION RIGHT, WITH THIS AMOUNT BEING DEDUCTED FROM THE OVERALL
CEILING OF 1% SET OUT IN THE THIRTY-FIRST RESOLUTION, AND WITH A SUB-CEILING OF
36% OF THE OVERALL LIMIT FOR MEMBERS OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| E.33 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
APPROVAL OF
THE ANNUAL CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR; DISCHARGE FOR
THE DIRECTORS |
|
Management |
|
For |
|
For |
|
| 2 |
|
EQUIPPING
THE “OTHER RESERVES” ACCOUNT |
|
Management |
|
For |
|
For |
|
| 3 |
|
ALLOCATION
OF INCOME FOR THE FINANCIAL YEAR; PAYMENT OF DIVIDEND |
|
Management |
|
For |
|
For |
|
| 4 |
|
DIVIDEND AND
HOLDINGS BY THE COMPANY OF ITS OWN SHARES |
|
Management |
|
For |
|
For |
|
| 5 |
|
APPROVAL OF
THE AGREEMENTS AND COMMITMENTS REFERRED TO IN ARTICLE L.225-38 AND FOLLOWING OF
THE FRENCH COMMERCIAL CODE, AUTHORISED IN PREVIOUS FINANCIAL YEARS AND CONTINUED
OVER THE LAST FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| 6 |
|
APPROVAL OF
AGREEMENTS PURSUANT TO ARTICLES L.225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL
CODE AND ENTERED INTO DURING THE PAST FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| 7 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| 8 |
|
APPROVAL OF
THE COMPENSATION OF THE MEMBERS OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 9 |
|
ALLOCATION
OF ATTENDANCE FEES |
|
Management |
|
For |
|
For |
|
| 10 |
|
RENEWAL OF
THE TERM OF MR HENRI MOREL AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 11 |
|
RENEWAL OF
THE TERM OF MR JEAN-BERTRAND PROT AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 12 |
|
RENEWAL OF
THE TERM OF MR NICOLAS LOYAU AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 13 |
|
RENEWAL OF
THE TERM OF MS VALENTINE LAUDE AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 14 |
|
RENEWAL OF
THE TERM OF MS SOPHIE MOREL AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 15 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 4 |
|
CONSIDERATION
OF THE CORPORATE REORGANIZATION (SUBJECT TO REGULATORY APPROVAL AND OTHER CONDITIONS)
THROUGH WHICH TELECOM ARGENTINA S.A. (“TELECOM ARGENTINA”), AS SURVIVING COMPANY,
BY MERGER SHALL ABSORB SOFORA TELECOMUNICACIONES S.A. (“SOFORA”), NORTEL INVERSORA
S.A. (“NORTEL”), AND TELECOM ...(DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL
PROPOSAL). |
|
Management |
|
Against |
|
Against |
|
| 5 |
|
CONSIDERATION
OF THE DISSOLUTION WITHOUT LIQUIDATION OF NORTEL PURSUANT TO SECTION 94, SUBSECTION
7, OF THE COMPANIES GENERAL LAW. |
|
Management |
|
Against |
|
Against |
|
| 6 |
|
GRANTING AUTHORIZATIONS
TO REQUEST ALL NECESSARY APPROVALS AND AUTHORIZATIONS FROM THE APPLICABLE AUTHORITIES
TO EXECUTE THE MERGER AND THE RESULTING DISSOLUTION WITHOUT LIQUIDATION OF NORTEL,
AND TO MAKE ALL FILINGS AND NECESSARY PROCEDURES TO OBTAIN THE APPLICABLE REGISTRATIONS. |
|
Management |
|
Against |
|
Against |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
AND ADOPT THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS AND OF THE AUDITORS FOR
THE YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO APPROVE
THE DIRECTORS’ REMUNERATION REPORT (EXCLUDING THE DIRECTORS’ REMUNERATION
POLICY REPORT) FOR THE YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 3 |
|
TO APPROVE
THE 2017 DIRECTORS’ REMUNERATION POLICY REPORT |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO DECLARE
A FINAL DIVIDEND |
|
Management |
|
For |
|
For |
|
| 5 |
|
TO RE-ELECT
JEAN-PAUL LUKSIC AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 6 |
|
TO RE-ELECT
OLLIE OLIVEIRA AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 7 |
|
TO RE-ELECT
GONZALO MENENDEZ AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 8 |
|
TO RE-ELECT
RAMON JARA AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 9 |
|
TO RE-ELECT
JUAN CLARO AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 10 |
|
TO RE-ELECT
WILLIAM HAYES AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 11 |
|
TO RE-ELECT
TIM BAKER AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 12 |
|
TO RE-ELECT
ANDRONICO LUKSIC AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 13 |
|
TO RE-ELECT
VIVIANNE BLANLOT AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 14 |
|
TO RE-ELECT
JORGE BANDE AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 15 |
|
TO ELECT FRANCISCA
CASTRO AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| 16 |
|
TO RE-APPOINT
PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 17 |
|
TO AUTHORISE
THE AUDIT AND RISK COMMITTEE FOR AND ON BEHALF OF THE BOARD TO FIX THE REMUNERATION
OF THE AUDITORS |
|
Management |
|
For |
|
For |
|
| 18 |
|
TO GRANT AUTHORITY
TO THE DIRECTORS TO ALLOT SECURITIES |
|
Management |
|
For |
|
For |
|
| 19 |
|
TO GRANT POWER
TO THE DIRECTORS TO ALLOT SECURITIES OTHER THAN ON A PRO-RATA BASIS TO SHAREHOLDERS
FOR CASH |
|
Management |
|
For |
|
For |
|
| 20 |
|
TO GRANT POWER
TO THE DIRECTORS TO ALLOT SECURITIES OTHER THAN ON A PRO-RATA BASIS TO SHAREHOLDERS
FOR CASH FOR THE PURPOSES OF AN ACQUISITION OR SPECIFIED CAPITAL INVESTMENT |
|
Management |
|
For |
|
For |
|
| 21 |
|
TO GRANT THE
COMPANY AUTHORITY TO MAKE MARKET PURCHASES OF ORDINARY SHARES |
|
Management |
|
For |
|
For |
|
| 22 |
|
TO PERMIT
THE COMPANY TO CALL GENERAL MEETINGS (OTHER THAN ANNUAL GENERAL MEETINGS) ON NOT
LESS THAN 14 CLEAR DAYS’ NOTICE |
|
Management |
|
For |
|
For |
|
| O.5 |
|
SPECIAL STATUTORY
AUDITORS’ REPORT ON THE REGULATED AGREEMENTS AND COMMITMENTS AND APPROVAL OF
A NEW AGREEMENT |
|
Management |
|
For |
|
For |
|
| O.6 |
|
RENEWAL OF
THE TERM OF EXCO PARIS ACE (FORMERLY ACE AUDITEURS ET CONSEIL D’ENTREPRISE
SA) AS STATUTORY AUDITOR |
|
Management |
|
For |
|
For |
|
| O.7 |
|
RENEWAL OF
THE TERM OF KPMG SA AS STATUTORY AUDITOR |
|
Management |
|
For |
|
For |
|
| O.8 |
|
NON-RENEWAL
AND NON-REPLACEMENT OF MR EMMANUEL CHARRIER AS DEPUTY STATUTORY AUDITOR |
|
Management |
|
For |
|
For |
|
| O.9 |
|
NON-RENEWAL
AND NON-REPLACEMENT OF KPMG AUDIT FS I AS DEPUTY STATUTORY AUDITOR |
|
Management |
|
For |
|
For |
|
| O.10 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE COMPONENTS
MAKING UP THE COMPENSATION OF THE CHAIRMAN AND MEMBERS OF THE BOARD OF DIRECTORS
FOR 2017 |
|
Management |
|
For |
|
For |
|
| O.11 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE COMPONENTS
MAKING UP THE COMPENSATION OF THE CHAIRMAN AND MEMBERS OF THE SUPERVISORY BOARD
FOR 2017 |
|
Management |
|
For |
|
For |
|
| O.12 |
|
COMPULSORY
VOTE ON THE COMPENSATION OWED OR PAID FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016
TO MR WILFRIED VERSTRAETE, CHAIRMAN OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| O.13 |
|
COMPULSORY
VOTE ON THE COMPENSATION OWED OR PAID FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016
TO MR FREDERIC BIZIERE, MR PAUL OVEREEM AND MRS CLARISSE KOPFF, MEMBERS OF THE BOARD
OF DIRECTORS, TO MR GERD-UWE BADEN AND MR DIRK OEVERMANN, MEMBERS OF THE BOARD OF
DIRECTORS UNTIL 31 MARCH 2016 AND TO MR MICHELE PIGNOTTI AND MR LUDOVIC SENECAUT,
MEMBERS OF THE BOARD OF DIRECTORS SINCE 1 APRIL 2016 |
|
Management |
|
For |
|
For |
|
| O.14 |
|
COMPULSORY
VOTE ON THE COMPENSATION OWED OR PAID FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016
TO MR CLEMENT BOOTH, CHAIRMAN OF THE SUPERVISORY BOARD UNTIL 25 MAY 2016 AND TO
MR AXEL THEIS, CHAIRMAN OF THE SUPERVISORY BOARD SINCE 25 MAY 2016 |
|
Management |
|
For |
|
For |
|
| O.15 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE COMPANY TO BUY BACK ITS OWN SHARES
PURSUANT TO THE PROVISIONS OF ARTICLE L.225-209 OF THE FRENCH COMMERCIAL CODE |
|
Management |
|
For |
|
For |
|
| E.16 |
|
ALIGNMENT
OF ARTICLE 4 “REGISTERED OFFICE” OF THE COMPANY’S BY-LAWS RELATING TO THE TRANSFER
OF THE REGISTERED OFFICE |
|
Management |
|
For |
|
For |
|
| E.17 |
|
ALIGNMENT
OF ARTICLE 12 “POWERS” OF THE COMPANY’S BY-LAWS RELATING TO PRE-AUTHORISATIONS
OF THE SUPERVISORY BOARD FOR CERTAIN DECISIONS OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| E.18 |
|
ALIGNMENT
OF ARTICLE 19 OF THE BY-LAWS REGARDING THE STATUTORY AUDITORS |
|
Management |
|
For |
|
For |
|
| E.19 |
|
AMENDMENT
TO ARTICLE 11 OF THE BY-LAWS REGARDING THE OBLIGATION TO HOLD SHARES APPLICABLE
TO THE MEMBERS OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| E.20 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO MAKE ALL THE CHANGES WHICH
MAY BE DEEMED NECESSARY TO THE COMPANY BY-LAWS TO ENSURE ITS ALIGNMENT TO ALL LEGAL
AND REGULATORY PROVISIONS |
|
Management |
|
For |
|
For |
|
| E.21 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND
AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO DECLARE
A FINAL DIVIDEND OF HK5.00 PER SHARE FOR THE YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 3.A |
|
TO RE-ELECT
MR. LIM TOON AS NON-EXECUTIVE DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.B |
|
TO RE-ELECT
DR. YIN YEN-LIANG AS NON- EXECUTIVE DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.C |
|
TO RE-ELECT
MR. FU ZHIHENG AS NON-EXECUTIVE DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.D |
|
TO RE-ELECT
DR. LAM SEK KONG AS INDEPENDENT NON-EXECUTIVE DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.E |
|
TO AUTHORIZE
THE BOARD OF DIRECTORS TO FIX THE RESPECTIVE DIRECTORS’ REMUNERATION |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO RE-APPOINT
MESSRS. KPMG AS AUDITORS AND TO AUTHORIZE THE BOARD OF DIRECTORS TO FIX THEIR REMUNERATION |
|
Management |
|
For |
|
For |
|
| 5 |
|
TO GIVE A
GENERAL MANDATE TO THE DIRECTORS TO REPURCHASE SHARES OF THE COMPANY NOT EXCEEDING
10% OF THE TOTAL NUMBER OF ISSUED SHARES OF THE COMPANY AS AT THE DATE OF PASSING
OF THIS RESOLUTION |
|
Management |
|
For |
|
For |
|
| 6 |
|
TO GIVE A
GENERAL MANDATE TO THE DIRECTORS TO ISSUE, ALLOT AND DEAL WITH ADDITIONAL SHARES
OF THE COMPANY NOT EXCEEDING 20% OF THE TOTAL NUMBER OF ISSUED SHARES OF THE COMPANY
AS AT THE DATE OF PASSING OF THIS RESOLUTION |
|
Management |
|
Against |
|
Against |
|
| 7 |
|
TO EXTEND
THE GENERAL MANDATE GRANTED TO THE DIRECTORS TO ISSUE, ALLOT AND DEAL WITH ADDITIONAL
SHARES IN THE CAPITAL OF THE COMPANY BY THE AGGREGATE NUMBER OF THE SHARES REPURCHASED
BY THE COMPANY |
|
Management |
|
Against |
|
Against |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
AND CONSIDER THE AUDITED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND
THE AUDITORS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO DECLARE
A FINAL DIVIDEND OF HKD 0.17 PER SHARE IN RESPECT OF THE YEAR ENDED 31 DECEMBER
2016 |
|
Management |
|
For |
|
For |
|
| 3.A |
|
TO ELECT MR.
ROBERT GAZZI AS AN INDEPENDENT NON-EXECUTIVE EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 3.B |
|
TO RE-ELECT
MR. HAN ZI JING AS AN EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 3.C |
|
TO RE-ELECT
MR. TEO HONG KIONG AS AN EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 3.D |
|
TO RE-ELECT
MR. WILLIAM ECCLESHARE AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO RE-ELECT
MS. LEONIE KI MAN FUNG (WHO HAS SERVED AS AN INDEPENDENT NONEXECUTIVE DIRECTOR OF
THE COMPANY FOR MORE THAN 9 YEARS) AS AN INDEPENDENT NONEXECUTIVE DIRECTOR OF THE
COMPANY |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2.1 |
|
Appoint a
Director except as Supervisory Committee Members Shimatani, Yoshishige |
|
Management |
|
For |
|
For |
|
| 2.2 |
|
Appoint a
Director except as Supervisory Committee Members Chida, Satoshi |
|
Management |
|
For |
|
For |
|
| 2.3 |
|
Appoint a
Director except as Supervisory Committee Members Urai, Toshiyuki |
|
Management |
|
For |
|
For |
|
| 2.4 |
|
Appoint a
Director except as Supervisory Committee Members Tako, Nobuyuki |
|
Management |
|
For |
|
For |
|
| 2.5 |
|
Appoint a
Director except as Supervisory Committee Members Ishizuka, Yasushi |
|
Management |
|
For |
|
For |
|
| 2.6 |
|
Appoint a
Director except as Supervisory Committee Members Yamashita, Makoto |
|
Management |
|
For |
|
For |
|
| 2.7 |
|
Appoint a
Director except as Supervisory Committee Members Ichikawa, Minami |
|
Management |
|
For |
|
For |
|
| 2.8 |
|
Appoint a
Director except as Supervisory Committee Members Seta, Kazuhiko |
|
Management |
|
For |
|
For |
|
| 2.9 |
|
Appoint a
Director except as Supervisory Committee Members Ikeda, Atsuo |
|
Management |
|
For |
|
For |
|
| 2.10 |
|
Appoint a
Director except as Supervisory Committee Members Ota, Keiji |
|
Management |
|
For |
|
For |
|
| 2.11 |
|
Appoint a
Director except as Supervisory Committee Members Matsuoka, Hiroyasu |
|
Management |
|
For |
|
For |
|
| 2.12 |
|
Appoint a
Director except as Supervisory Committee Members Ikeda, Takayuki |
|
Management |
|
For |
|
For |
|
| 2.13 |
|
Appoint a
Director except as Supervisory Committee Members Biro, Hiroshi |
|
Management |
|
For |
|
For |
|
| 2.6 |
|
Appoint a
Director Furuya, Kazuki |
|
Management |
|
For |
|
For |
|
| 2.7 |
|
Appoint a
Director Anzai, Takashi |
|
Management |
|
For |
|
For |
|
| 2.8 |
|
Appoint a
Director Otaka, Zenko |
|
Management |
|
For |
|
For |
|
| 2.9 |
|
Appoint a
Director Joseph M. DePinto |
|
Management |
|
For |
|
For |
|
| 2.10 |
|
Appoint a
Director Scott Trevor Davis |
|
Management |
|
For |
|
For |
|
| 2.11 |
|
Appoint a
Director Tsukio, Yoshio |
|
Management |
|
For |
|
For |
|
| 2.12 |
|
Appoint a
Director Ito, Kunio |
|
Management |
|
For |
|
For |
|
| 2.13 |
|
Appoint a
Director Yonemura, Toshiro |
|
Management |
|
For |
|
For |
|
| 3 |
|
Appoint a
Corporate Auditor Habano, Noriyuki |
|
Management |
|
For |
|
For |
|
| 4 |
|
Approve Delegation
of Authority to the Board of Directors to Determine Details of Share Acquisition
Rights Issued as Stock-Linked Compensation Type Stock Options for Executive Officers
of the Company and Directors except Outside Directors and Executive Officers of
the Company’s Subsidiaries |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2.1 |
|
Appoint a
Director except as Supervisory Committee Members Ito, Hiroyuki |
|
Management |
|
For |
|
For |
|
| 2.2 |
|
Appoint a
Director except as Supervisory Committee Members Hashira, Hideki |
|
Management |
|
For |
|
For |
|
| 2.3 |
|
Appoint a
Director except as Supervisory Committee Members Yamamoto, Tetsuya |
|
Management |
|
For |
|
For |
|
| 2.4 |
|
Appoint a
Director except as Supervisory Committee Members Amano, Koji |
|
Management |
|
For |
|
For |
|
| 2.5 |
|
Appoint a
Director except as Supervisory Committee Members Ito, Yasuo |
|
Management |
|
For |
|
For |
|
| 2.6 |
|
Appoint a
Director except as Supervisory Committee Members Miyachi, Yoshihiro |
|
Management |
|
For |
|
For |
|
| 2.7 |
|
Appoint a
Director except as Supervisory Committee Members Isaka, Toshiyasu |
|
Management |
|
For |
|
For |
|
| 2.8 |
|
Appoint a
Director except as Supervisory Committee Members Shimoda, Kensei |
|
Management |
|
For |
|
For |
|
| 2.9 |
|
Appoint a
Director except as Supervisory Committee Members Umetani, Isao |
|
Management |
|
For |
|
For |
|
| 2.10 |
|
Appoint a
Director except as Supervisory Committee Members Yasunaga, Tatsuya |
|
Management |
|
For |
|
For |
|
| 3 |
|
Approve Provision
of Retirement Allowance for Retiring Directors |
|
Management |
|
Against |
|
Against |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2 |
|
Amend Articles
to: Transition to a Company with Supervisory Committee, Increase the Board of Directors
Size to 15 |
|
Management |
|
For |
|
For |
|
| 3.1 |
|
Appoint a
Director except as Supervisory Committee Members Orita, Joji |
|
Management |
|
For |
|
For |
|
| 3.2 |
|
Appoint a
Director except as Supervisory Committee Members Uechi, Tessei |
|
Management |
|
For |
|
For |
|
| 3.3 |
|
Appoint a
Director except as Supervisory Committee Members Nakanishi, Atsushi |
|
Management |
|
For |
|
For |
|
| 3.4 |
|
Appoint a
Director except as Supervisory Committee Members Imanaka, Yasuhiro |
|
Management |
|
For |
|
For |
|
| 3.5 |
|
Appoint a
Director except as Supervisory Committee Members Arashiro, Kentaro |
|
Management |
|
For |
|
For |
|
| 3.6 |
|
Appoint a
Director except as Supervisory Committee Members Tasaki, Masahito |
|
Management |
|
For |
|
For |
|
| 4.1 |
|
Appoint a
Director as Supervisory Committee Members Moromi, Akiyoshi |
|
Management |
|
For |
|
For |
|
| 4.2 |
|
Appoint a
Director as Supervisory Committee Members Miyazato, Keiwa |
|
Management |
|
For |
|
For |
|
| 4.3 |
|
Appoint a
Director as Supervisory Committee Members Nozaki, Seiko |
|
Management |
|
For |
|
For |
|
| 4.4 |
|
Appoint a
Director as Supervisory Committee Members Onaga, Tomotsune |
|
Management |
|
For |
|
For |
|
| 5 |
|
Amend the
Compensation to be received by Directors except as Supervisory Committee Members |
|
Management |
|
For |
|
For |
|
| 6 |
|
Amend the
Compensation to be received by Directors as Supervisory Committee Members |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
AND CONSIDER THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND THE
REPORTS OF THE DIRECTORS AND OF THE AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO DECLARE
A FINAL DIVIDEND OF HKD 5 CENTS PER SHARE FOR THE YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 3 |
|
TO RE-ELECT
MR. YU YAOMING AS AN EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO RE-ELECT
MR. FUNG HIU CHUEN, JOHN AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 5 |
|
TO RE-ELECT
DR. LIN ZHIJUN AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 6 |
|
TO RE-ELECT
DR. ZHANG WEIJIONG AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| 7 |
|
TO AUTHORIZE
THE BOARD OF DIRECTORS OF THE COMPANY (THE “BOARD”) TO FIX THE DIRECTORS’ REMUNERATION |
|
Management |
|
For |
|
For |
|
| 8 |
|
TO RE-APPOINT
ERNST & YOUNG AS THE AUDITORS OF THE COMPANY AND TO AUTHORIZE THE BOARD
TO FIX AUDITORS’ REMUNERATION |
|
Management |
|
For |
|
For |
|
| 9 |
|
TO GRANT A
GENERAL MANDATE TO THE DIRECTORS OF THE COMPANY TO REPURCHASE THE COMPANY’S
SHARES (“SHARES”) |
|
Management |
|
For |
|
For |
|
| 10 |
|
TO GRANT A
GENERAL MANDATE TO THE DIRECTORS OF THE COMPANY TO ALLOT, ISSUE AND DEAL WITH THE
SHARES |
|
Management |
|
Against |
|
Against |
|
| 11 |
|
TO EXTEND
THE GENERAL MANDATE GRANTED TO THE DIRECTORS OF THE COMPANY UNDER RESOLUTION NO.
10 TO ISSUE SHARES BY THE NUMBER OF SHARES REPURCHASED |
|
Management |
|
Against |
|
Against |
|
| 3 |
|
TO RE-ELECT
THE FOLLOWING PERSON AS DIRECTOR OF THE COMPANY PURSUANT TO ARTICLE 99 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY: MR QUAH CHEK TIN |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO RE-ELECT
THE FOLLOWING PERSON AS DIRECTOR OF THE COMPANY PURSUANT TO ARTICLE 99 OF THE ARTICLES
OF ASSOCIATION OF THE COMPANY: GEN. DATO’ SERI DIRAJA TAN SRI (DR.) MOHD ZAHIDI
BIN HJ ZAINUDDIN (R) |
|
Management |
|
For |
|
For |
|
| 5 |
|
TO RE-APPOINT
PRICEWATERHOUSECOOPERS AS AUDITORS OF THE COMPANY AND TO AUTHORISE THE DIRECTORS
TO FIX THEIR REMUNERATION |
|
Management |
|
For |
|
For |
|
| 6 |
|
AUTHORITY
TO DIRECTORS PURSUANT TO SECTION 75 OF THE COMPANIES ACT 2016 |
|
Management |
|
For |
|
For |
|
| 7 |
|
PROPOSED RENEWAL
OF THE AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES |
|
Management |
|
For |
|
For |
|
| 8 |
|
PROPOSED RENEWAL
OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE
OR TRADING NATURE AND PROPOSED NEW SHAREHOLDERS’ MANDATE FOR ADDITIONAL RECURRENT
RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE ANNUAL CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2016 |
|
Management |
|
For |
|
For |
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2016 |
|
Management |
|
For |
|
For |
|
| O.3 |
|
ALLOCATION
OF INCOME |
|
Management |
|
For |
|
For |
|
| O.4 |
|
APPROVAL OF
THE REGULATED AGREEMENTS AND COMMITMENTS |
|
Management |
|
For |
|
For |
|
| O.5 |
|
RATIFICATION
OF THE COOPTATION OF FRANCOIS THOMAZEAU AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.6 |
|
RENEWAL OF
THE TERM OF MARIE BOLLORE AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.7 |
|
RENEWAL OF
THE TERM OF CELINE MERLE BERAL AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.8 |
|
RENEWAL OF
THE TERM OF OLIVIER ROUSSEL AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.9 |
|
RENEWAL OF
THE TERM OF FRANCOIS THOMAZEAU AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.10 |
|
SETTING OF
THE AMOUNT FOR ATTENDANCE FEES |
|
Management |
|
For |
|
For |
|
| O.11 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO PURCHASE COMPANY SHARES |
|
Management |
|
For |
|
For |
|
| O.12 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO VINCENT BOLLORE, CHAIRMAN OF THE BOARD OF DIRECTORS,
FOR THE FINANCIAL YEAR 2016 |
|
Management |
|
For |
|
For |
|
| O.13 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO CEDRIC DE BAILLIENCOURT, GENERAL MANAGER, FOR THE
FINANCIAL YEAR 2016 |
|
Management |
|
For |
|
For |
|
| O.14 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL ELEMENTS COMPRISING THE TOTAL REMUNERATION AND ANY BENEFITS
WHICH MAY BE ALLOCATED TO VINCENT BOLLORE AS CHAIRMAN OF THE BOARD OF DIRECTORS
AND TO CEDRIC DE BAILLIENCOURT AS GENERAL MANAGER |
|
Management |
|
For |
|
For |
|
| O.15 |
|
POWERS TO
CARRY OUT ALL FORMALITIES |
|
Management |
|
For |
|
For |
|
| E.1 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY ISSUING
COMMON SHARES OR ANY SECURITIES GRANTING ACCESS TO THE CAPITAL WITH RETENTION OF
THE PRE-EMPTIVE SUBSCRIPTION RIGHT OF SHAREHOLDERS |
|
Management |
|
For |
|
For |
|
| E.2 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH A SHARE CAPITAL INCREASE
BY ISSUING COMMON SHARES IN CONSIDERATION OF INCORPORATING RESERVES, PROFITS OR
PREMIUMS OR BY INCREASING THE NOMINAL VALUE |
|
Management |
|
For |
|
For |
|
| E.3 |
|
DELEGATION
OF POWERS GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH A CAPITAL INCREASE LIMITED
TO 10% OF THE CAPITAL WITH THE OBJECTIVE OF COMPENSATING CONTRIBUTIONS OF EQUITY
SECURITIES OR SECURITIES GRANTING ACCESS TO CAPITAL |
|
Management |
|
For |
|
For |
|
| E.4 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS, WITHIN THE CONTEXT OF THE PERIODIC
REQUIREMENT OF ARTICLE L.225-129-6 PARAGRAPH 2 OF THE FRENCH COMMERCIAL CODE, TO
PROCEED WITH A CAPITAL INCREASE BY ISSUING OF SHARES RESERVED FOR EMPLOYEES WITH
CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| E.5 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO DECREASE THE CAPITAL BY CANCELLING SHARES PREVIOUSLY
PURCHASED THROUGH A SHARE BUYBACK PROGRAMME |
|
Management |
|
For |
|
For |
|
| E.6 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE ANNUAL FINANCIAL STATEMENTS FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.3 |
|
ALLOCATION
OF INCOME |
|
Management |
|
For |
|
For |
|
| O.4 |
|
OPTION FOR
PAYMENT OF DIVIDEND IN SHARES |
|
Management |
|
For |
|
For |
|
| O.5 |
|
AUTHORISATION
TO DISTRIBUTE INTERIM DIVIDENDS WITH THE OPTION OF PAYMENT IN SHARES |
|
Management |
|
For |
|
For |
|
| O.6 |
|
APPROVAL OF
THE REGULATED AGREEMENTS AND COMMITMENTS |
|
Management |
|
For |
|
For |
|
| O.7 |
|
RENEWAL OF
THE TERM OF MARIE BOLLORE AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.8 |
|
RENEWAL OF
THE TERM OF CELINE MERLE-BERAL AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.9 |
|
RENEWAL OF
THE TERM OF MARTINE STUDER AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.10 |
|
ACKNOWLEDGEMENT
OF THE END OF MICHEL ROUSSIN’S TERM AS OBSERVER |
|
Management |
|
For |
|
For |
|
| O.11 |
|
SETTING OF
THE AMOUNT OF ATTENDANCE FEES |
|
Management |
|
For |
|
For |
|
| O.12 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO ACQUIRE COMPANY SHARES |
|
Management |
|
For |
|
For |
|
| O.13 |
|
REVIEW OF
THE COMPENSATION DUE OR ATTRIBUTED TO VINCENT BOLLORE, CHIEF EXECUTIVE OFFICER,
FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.14 |
|
REVIEW OF
THE ITEMS OF THE COMPENSATION DUE OR ATTRIBUTED TO CYRILLE BOLLORE, DEPUTY GENERAL
MANAGER, FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.15 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL ELEMENTS COMPRISING THE TOTAL REMUNERATION, INCLUDING ANY
BENEFITS, THAT MAY BE GRANTED TO VINCENT BOLLORE IN HIS CAPACITY AS CHIEF EXECUTIVE
OFFICER |
|
Management |
|
For |
|
For |
|
| O.16 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL ELEMENTS COMPRISING THE TOTAL REMUNERATION, INCLUDING ANY
BENEFITS, THAT MAY BE GRANTED TO CYRILLE BOLLORE IN HIS CAPACITY AS DEPUTY GENERAL
MANAGER |
|
Management |
|
For |
|
For |
|
| O.17 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| E.1 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY ISSUING
COMMON SHARES OR ANY SECURITIES THAT GRANT IMMEDIATE OR EVENTUAL ACCESS TO THE CAPITAL,
WITH RETENTION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| E.2 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH A SHARE CAPITAL INCREASE
BY ISSUING COMMON SHARES TO BE RELEASED BY INCORPORATING RESERVES, BENEFITS OR PREMIUMS,
OR BY INCREASING THE NOMINAL VALUE |
|
Management |
|
For |
|
For |
|
| E.3 |
|
DELEGATION
OF POWERS GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH A CAPITAL INCREASE,
WITHIN THE LIMIT OF 10% OF THE CAPITAL, IN ORDER TO REMUNERATE CONTRIBUTIONS OF
SECURITIES OR TRANSFERABLE SECURITIES THAT GRANT ACCESS TO THE CAPITAL |
|
Management |
|
For |
|
For |
|
| E.4 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH A CAPITAL INCREASE
BY ISSUING SHARES RESERVED FOR EMPLOYEES, WITH WITHDRAWAL OF THE PRE-EMPTIVE SUBSCRIPTION
RIGHT |
|
Management |
|
For |
|
For |
|
| E.5 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE CAPITAL BY CANCELLING SHARES PREVIOUSLY
ACQUIRED AS PART OF A SHARE BUYBACK SCHEME |
|
Management |
|
For |
|
For |
|
| E.6 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO GRANT SHARE SUBSCRIPTION OR PURCHASE OPTIONS
TO EMPLOYEES AND EXECUTIVE OFFICERS OF THE COMPANY AND ITS ASSOCIATED COMPANIES |
|
Management |
|
For |
|
For |
|
| E.7 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| O.8 |
|
RENEWAL OF
THE TERM OF CELINE MERLE-BERAL AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.9 |
|
RENEWAL OF
THE TERM OF MARTINE STUDER AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.10 |
|
ACKNOWLEDGEMENT
OF THE END OF MICHEL ROUSSIN’S TERM AS OBSERVER |
|
Management |
|
For |
|
For |
|
| O.11 |
|
SETTING OF
THE AMOUNT OF ATTENDANCE FEES |
|
Management |
|
For |
|
For |
|
| O.12 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO ACQUIRE COMPANY SHARES |
|
Management |
|
For |
|
For |
|
| O.13 |
|
REVIEW OF
THE COMPENSATION DUE OR ATTRIBUTED TO VINCENT BOLLORE, CHIEF EXECUTIVE OFFICER,
FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.14 |
|
REVIEW OF
THE ITEMS OF THE COMPENSATION DUE OR ATTRIBUTED TO CYRILLE BOLLORE, DEPUTY GENERAL
MANAGER, FOR THE 2016 FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| O.15 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL ELEMENTS COMPRISING THE TOTAL REMUNERATION, INCLUDING ANY
BENEFITS, THAT MAY BE GRANTED TO VINCENT BOLLORE IN HIS CAPACITY AS CHIEF EXECUTIVE
OFFICER |
|
Management |
|
For |
|
For |
|
| O.16 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL ELEMENTS COMPRISING THE TOTAL REMUNERATION, INCLUDING ANY
BENEFITS, THAT MAY BE GRANTED TO CYRILLE BOLLORE IN HIS CAPACITY AS DEPUTY GENERAL
MANAGER |
|
Management |
|
For |
|
For |
|
| O.17 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| E.1 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY ISSUING
COMMON SHARES OR ANY SECURITIES THAT GRANT IMMEDIATE OR EVENTUAL ACCESS TO THE CAPITAL,
WITH RETENTION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| E.2 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH A SHARE CAPITAL INCREASE
BY ISSUING COMMON SHARES TO BE RELEASED BY INCORPORATING RESERVES, BENEFITS OR PREMIUMS,
OR BY INCREASING THE NOMINAL VALUE |
|
Management |
|
For |
|
For |
|
| E.3 |
|
DELEGATION
OF POWERS GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH A CAPITAL INCREASE,
WITHIN THE LIMIT OF 10% OF THE CAPITAL, IN ORDER TO REMUNERATE CONTRIBUTIONS OF
SECURITIES OR TRANSFERABLE SECURITIES THAT GRANT ACCESS TO THE CAPITAL |
|
Management |
|
For |
|
For |
|
| E.4 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH A CAPITAL INCREASE
BY ISSUING SHARES RESERVED FOR EMPLOYEES, WITH WITHDRAWAL OF THE PRE-EMPTIVE SUBSCRIPTION
RIGHT |
|
Management |
|
For |
|
For |
|
| E.5 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE CAPITAL BY CANCELLING SHARES PREVIOUSLY
ACQUIRED AS PART OF A SHARE BUYBACK SCHEME |
|
Management |
|
For |
|
For |
|
| E.6 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO GRANT SHARE SUBSCRIPTION OR PURCHASE OPTIONS
TO EMPLOYEES AND EXECUTIVE OFFICERS OF THE COMPANY AND ITS ASSOCIATED COMPANIES |
|
Management |
|
For |
|
For |
|
| E.7 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
AND CONSIDER THE AUDITED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND
AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO DECLARE
A FINAL DIVIDEND |
|
Management |
|
For |
|
For |
|
| 3.A.I |
|
TO RE-ELECT
DR LEE KA KIT AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.AII |
|
TO RE-ELECT
MR LEE KA SHING AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3AIII |
|
TO RE-ELECT
MR SUEN KWOK LAM AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.AIV |
|
TO RE-ELECT
MADAM FUNG LEE WOON KING AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.A.V |
|
TO RE-ELECT
MR LAU YUM CHUEN, EDDIE AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.AVI |
|
TO RE-ELECT
MRS LEE PUI LING, ANGELINA AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3AVII |
|
TO RE-ELECT
MR WU KING CHEONG AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.B |
|
TO APPROVE
THE DIRECTORS’ FEES AND THE REMUNERATIONS OF THE MEMBERS OF EACH OF THE REMUNERATION
COMMITTEE AND NOMINATION COMMITTEE |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO RE-APPOINT
AUDITOR AND AUTHORISE THE DIRECTORS TO FIX THE AUDITOR’S REMUNERATION |
|
Management |
|
For |
|
For |
|
| 5.A |
|
TO APPROVE
THE ISSUE OF BONUS SHARES |
|
Management |
|
For |
|
For |
|
| 5.B |
|
TO GIVE A
GENERAL MANDATE TO THE DIRECTORS TO BUY BACK SHARES |
|
Management |
|
For |
|
For |
|
| 5.C |
|
TO GIVE A
GENERAL MANDATE TO THE DIRECTORS TO ALLOT NEW SHARES |
|
Management |
|
For |
|
For |
|
| 5.D |
|
TO AUTHORISE
THE DIRECTORS TO ALLOT NEW SHARES EQUAL TO THE TOTAL NUMBER OF SHARES BOUGHT BACK
BY THE COMPANY |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
AND CONSIDER THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE REPORTS OF THE
DIRECTORS OF THE COMPANY AND INDEPENDENT AUDITOR FOR THE YEAR ENDED 31 DECEMBER
2016 |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO DECLARE
A FINAL DIVIDEND OF 1 HONG KONG CENT PER SHARE FOR THE YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| 3 |
|
TO RE-ELECT
MR. WANG JI YAN AS EXECUTIVE DIRECTOR |
|
Management |
|
For |
|
For |
|
| 4 |
|
TO RE-ELECT
MR. SHA YUEJIA AS NON-EXECUTIVE DIRECTOR |
|
Management |
|
For |
|
For |
|
| 5 |
|
TO RE-ELECT
MR. THADDEUS THOMAS BECZAK AS INDEPENDENT NON-EXECUTIVE DIRECTOR |
|
Management |
|
For |
|
For |
|
| 6 |
|
TO RE-ELECT
MR. XIA BING AS NON-EXECUTIVE DIRECTOR |
|
Management |
|
For |
|
For |
|
| 7 |
|
TO RE-ELECT
MR. HE DI AS INDEPENDENT NON-EXECUTIVE DIRECTOR |
|
Management |
|
For |
|
For |
|
| 8 |
|
TO AUTHORISE
THE BOARD OF DIRECTORS OF THE COMPANY (THE “BOARD”) TO FIX THE REMUNERATION OF THE
DIRECTORS OF THE COMPANY (THE “DIRECTORS”) |
|
Management |
|
For |
|
For |
|
| 9 |
|
TO RE-APPOINT
PRICEWATERHOUSECOOPERS AS AUDITOR OF THE COMPANY AND TO AUTHORISE THE BOARD TO FIX
THEIR REMUNERATION |
|
Management |
|
For |
|
For |
|
| 10 |
|
TO GRANT A
GENERAL MANDATE TO THE BOARD TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES |
|
Management |
|
Against |
|
Against |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
SUBMISSION
OF THE BOARD OF DIRECTOR’S REPORT, SUBMISSION OF THE STATUTORY AUDITORS’
REPORT; APPROVAL OF THE ANNUAL CORPORATE FINANCIAL STATEMENTS AND APPROVAL OF THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016;
APPROVAL OF NON-TAX-DEDUCTIBLE EXPENDITURES |
|
Management |
|
For |
|
For |
|
| 2 |
|
GRANT OF DISCHARGE
TO MEMBERS OF THE BOARD OF DIRECTORS AND TO STATUTORY AUDITORS |
|
Management |
|
For |
|
For |
|
| 3 |
|
ALLOCATION
OF INCOME |
|
Management |
|
For |
|
For |
|
| 4 |
|
SETTING OF
THE AMOUNT OF ATTENDANCE ALLOWANCES ALLOCATED TO THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 5 |
|
SUBMISSION
AND APPROVAL OF THE STATUTORY AUDITORS’ SPECIAL REPORT IN ACCORDANCE WITH ARTICLE
L.225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL CODE |
|
Management |
|
For |
|
For |
|
| 6 |
|
RENEWAL OF
THE TERM OF MS PINCON GILBERTE AS A MEMBER OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 7 |
|
RENEWAL OF
THE TERM OF MR MOYNOT ALAIN AS A MEMBER OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 8 |
|
RENEWAL OF
THE TERM OF MS MAUBERT ISABELLE AS A MEMBER OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 9 |
|
RENEWAL OF
THE TERM OF MR MAUBERT OLIVIER AS A MEMBER OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 10 |
|
APPROVAL OF
THE TOTAL COMPENSATION AND BENEFITS PAID TO GENERAL MANAGERS AND TO DEPUTY GENERAL
MANAGERS |
|
Management |
|
For |
|
For |
|
| 11 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
SUBMISSION
OF THE BOARD OF DIRECTOR’S REPORT, SUBMISSION OF THE STATUTORY AUDITORS’
REPORT; APPROVAL OF THE ANNUAL CORPORATE FINANCIAL STATEMENTS AND APPROVAL OF THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016;
APPROVAL OF NON-TAX- DEDUCTIBLE EXPENDITURES |
|
Management |
|
For |
|
For |
|
| 2 |
|
GRANT OF DISCHARGE
TO MEMBERS OF THE BOARD OF DIRECTORS AND TO STATUTORY AUDITORS |
|
Management |
|
For |
|
For |
|
| 3 |
|
ALLOCATION
OF INCOME |
|
Management |
|
For |
|
For |
|
| 4 |
|
SETTING OF
THE AMOUNT OF ATTENDANCE ALLOWANCES ALLOCATED TO THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 5 |
|
SUBMISSION
AND APPROVAL OF THE STATUTORY AUDITORS’ SPECIAL REPORT IN ACCORDANCE WITH ARTICLE
L.225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL CODE |
|
Management |
|
For |
|
For |
|
| 6 |
|
RENEWAL OF
THE TERM OF MS PINCON GILBERTE AS A MEMBER OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 7 |
|
RENEWAL OF
THE TERM OF MR MOYNOT ALAIN AS A MEMBER OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 8 |
|
RENEWAL OF
THE TERM OF MS MAUBERT ISABELLE AS A MEMBER OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 9 |
|
RENEWAL OF
THE TERM OF MR MAUBERT OLIVIER AS A MEMBER OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| 10 |
|
APPROVAL OF
THE TOTAL COMPENSATION AND BENEFITS PAID TO GENERAL MANAGERS AND TO DEPUTY GENERAL
MANAGERS |
|
Management |
|
For |
|
For |
|
| 11 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| 3.C |
|
TO RE-ELECT
MR. STEPHEN LEE HOI YIN AS A DIRECTOR |
|
|
Management |
|
For |
|
For |
|
| 3.D |
|
TO RE-ELECT
MR. ANDREW G. JORDAN AS A DIRECTOR |
|
|
Management |
|
For |
|
For |
|
| 3.E |
|
TO RE-ELECT
MR. MARCEL R. FENEZ AS A DIRECTOR |
|
|
Management |
|
For |
|
For |
|
| 3.F |
|
TO RE-ELECT
MR. STEVEN R. LEONARD AS A DIRECTOR |
|
|
Management |
|
For |
|
For |
|
| 3.G |
|
TO AUTHORISE
THE BOARD TO FIX THE REMUNERATION OF THE DIRECTORS |
|
|
Management |
|
For |
|
For |
|
| 4 |
|
TO RE-APPOINT
PRICEWATERHOUSECOOPERS AS AUDITORS OF THE COMPANY AND AUTHORISE THE BOARD TO FIX
THEIR REMUNERATION FOR THE YEAR ENDING 31 DECEMBER 2017 |
|
|
Management |
|
For |
|
For |
|
| 5 |
|
TO GRANT A
GENERAL MANDATE TO THE DIRECTORS TO ALLOT, ISSUE AND DISPOSE OF NEW SHARES IN THE
CAPITAL OF THE COMPANY |
|
|
Management |
|
For |
|
For |
|
| 6 |
|
TO GRANT A
GENERAL MANDATE TO THE DIRECTORS TO REPURCHASE SHARES OF THE COMPANY |
|
|
Management |
|
For |
|
For |
|
| 7 |
|
TO EXTEND,
CONDITIONAL UPON THE PASSING OF RESOLUTIONS (5) AND (6), THE GENERAL MANDATE TO
ALLOT, ISSUE AND DISPOSE OF NEW SHARES BY ADDING THE NUMBER OF SHARES REPURCHASED |
|
|
Management |
|
For |
|
For |
|
| 8 |
|
TO APPROVE
THE ADOPTION OF THE SHARE OPTION SCHEME |
|
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2.1 |
|
Appoint a
Director Inamori, Kazuo |
|
Management |
|
For |
|
For |
|
| 2.2 |
|
Appoint a
Director Yuasa, Hideo |
|
Management |
|
For |
|
For |
|
| 2.3 |
|
Appoint a
Director Nakachi, Masakazu |
|
Management |
|
For |
|
For |
|
| 2.4 |
|
Appoint a
Director Tomori, Katsuki |
|
Management |
|
For |
|
For |
|
| 2.5 |
|
Appoint a
Director Oroku, Kunio |
|
Management |
|
For |
|
For |
|
| 2.6 |
|
Appoint a
Director Ishimine, Denichiro |
|
Management |
|
For |
|
For |
|
| 2.7 |
|
Appoint a
Director Onodera, Tadashi |
|
Management |
|
For |
|
For |
|
| 2.8 |
|
Appoint a
Director Ishikawa, Yuzo |
|
Management |
|
For |
|
For |
|
| 2.9 |
|
Appoint a
Director Yamamori, Seiji |
|
Management |
|
For |
|
For |
|
| 3 |
|
Approve Payment
of Bonuses to Directors |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2.1 |
|
Appoint a
Director Hatanaka, Yoshihiko |
|
Management |
|
For |
|
For |
|
| 2.2 |
|
Appoint a
Director Yasukawa, Kenji |
|
Management |
|
For |
|
For |
|
| 2.3 |
|
Appoint a
Director Okajima, Etsuko |
|
Management |
|
For |
|
For |
|
| 2.4 |
|
Appoint a
Director Aizawa, Yoshiharu |
|
Management |
|
For |
|
For |
|
| 2.5 |
|
Appoint a
Director Sekiyama, Mamoru |
|
Management |
|
For |
|
For |
|
| 2.6 |
|
Appoint a
Director Yamagami, Keiko |
|
Management |
|
For |
|
For |
|
| 3 |
|
Approve Payment
of Bonuses to Directors |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
Appoint a
Director except as Supervisory Committee Members Miyasaka, Manabu |
|
Management |
|
For |
|
For |
|
| 1.2 |
|
Appoint a
Director except as Supervisory Committee Members Son, Masayoshi |
|
Management |
|
For |
|
For |
|
| 1.3 |
|
Appoint a
Director except as Supervisory Committee Members Miyauchi, Ken |
|
Management |
|
For |
|
For |
|
| 1.4 |
|
Appoint a
Director except as Supervisory Committee Members Jonathan Bullock |
|
Management |
|
For |
|
For |
|
| 1.5 |
|
Appoint a
Director except as Supervisory Committee Members Arthur Chong |
|
Management |
|
For |
|
For |
|
| 1.6 |
|
Appoint a
Director except as Supervisory Committee Members Alexi A. Wellman |
|
Management |
|
For |
|
For |
|
| 2.1 |
|
Appoint a
Director as Supervisory Committee Members Yoshii, Shingo |
|
Management |
|
For |
|
For |
|
| 2.2 |
|
Appoint a
Director as Supervisory Committee Members Onitsuka, Hiromi |
|
Management |
|
For |
|
For |
|
| 2.3 |
|
Appoint a
Director as Supervisory Committee Members Fujiwara, Kazuhiko |
|
Management |
|
For |
|
For |
|
| 3.1 |
|
Appoint a
Substitute Director as Supervisory Committee Members Uemura, Kyoko |
|
Management |
|
For |
|
For |
|
| 3.2 |
|
Appoint a
Substitute Director as Supervisory Committee Members Kimiwada, Kazuko |
|
Management |
|
For |
|
For |
|
| 4 |
|
Approve Details
of the Restricted-Share Compensation Plan to be received by Directors |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2 |
|
Amend Articles
to: Expand Business Lines |
|
Management |
|
For |
|
For |
|
| 3.1 |
|
Appoint a
Director except as Supervisory Committee Members Okuda, Koki |
|
Management |
|
For |
|
For |
|
| 3.2 |
|
Appoint a
Director except as Supervisory Committee Members Funatsu, Koji |
|
Management |
|
For |
|
For |
|
| 3.3 |
|
Appoint a
Director except as Supervisory Committee Members Okuda, Masataka |
|
Management |
|
For |
|
For |
|
| 3.4 |
|
Appoint a
Director except as Supervisory Committee Members Iwami, Koichi |
|
Management |
|
For |
|
For |
|
| 3.5 |
|
Appoint a
Director except as Supervisory Committee Members Moriyama, Masakatsu |
|
Management |
|
For |
|
For |
|
| 3.6 |
|
Appoint a
Director except as Supervisory Committee Members Nagakura, Shinichi |
|
Management |
|
For |
|
For |
|
| 3.7 |
|
Appoint a
Director except as Supervisory Committee Members Muta, Masaaki |
|
Management |
|
For |
|
For |
|
| 3.8 |
|
Appoint a
Director except as Supervisory Committee Members Kono, Masatoshi |
|
Management |
|
For |
|
For |
|
| 3.9 |
|
Appoint a
Director except as Supervisory Committee Members Honda, Hitoshi |
|
Management |
|
For |
|
For |
|
| 3.10 |
|
Appoint a
Director except as Supervisory Committee Members Shiraishi, Kiyoshi |
|
Management |
|
For |
|
For |
|
| 3.11 |
|
Appoint a
Director except as Supervisory Committee Members Sato, Shunsuke |
|
Management |
|
For |
|
For |
|
| 3.12 |
|
Appoint a
Director except as Supervisory Committee Members Kamiya, Takeshi |
|
Management |
|
For |
|
For |
|
| 3.13 |
|
Appoint a
Director except as Supervisory Committee Members Ralph Wunsch |
|
Management |
|
For |
|
For |
|
| 3.14 |
|
Appoint a
Director except as Supervisory Committee Members Owen Mahoney |
|
Management |
|
Against |
|
Against |
|
| 3.15 |
|
Appoint a
Director except as Supervisory Committee Members Hatoyama, Rehito |
|
Management |
|
For |
|
For |
|
| 3.16 |
|
Appoint a
Director except as Supervisory Committee Members Shimada, Toru |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2.1 |
|
Appoint a
Director Mikiya, Toshio |
|
Management |
|
For |
|
For |
|
| 2.2 |
|
Appoint a
Director Kotake, Naoyuki |
|
Management |
|
For |
|
For |
|
| 2.3 |
|
Appoint a
Director Kondo, Tomoo |
|
Management |
|
For |
|
For |
|
| 2.4 |
|
Appoint a
Director Nishida, Yutaka |
|
Management |
|
For |
|
For |
|
| 2.5 |
|
Appoint a
Director Takata, Yoko |
|
Management |
|
For |
|
For |
|
| 2.6 |
|
Appoint a
Director Shirai, Atsushi |
|
Management |
|
For |
|
For |
|
| 2.7 |
|
Appoint a
Director Ishizawa, Masamitsu |
|
Management |
|
For |
|
For |
|
| 2.8 |
|
Appoint a
Director Mori, Kenji |
|
Management |
|
For |
|
For |
|
| 2.9 |
|
Appoint a
Director Arai, Kazunari |
|
Management |
|
For |
|
For |
|
| 2.10 |
|
Appoint a
Director Nakagawa, Yasuo |
|
Management |
|
For |
|
For |
|
| 2.11 |
|
Appoint a
Director Komiyama, Mitsuru |
|
Management |
|
For |
|
For |
|
| 3 |
|
Appoint a
Substitute Corporate Auditor Asai, Kazutomi |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE ANNUAL CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER
2016 - APPROVAL OF NON- TAX DEDUCTIBLE EXPENSES AND CHARGES |
|
Management |
|
For |
|
For |
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.3 |
|
ALLOCATION
OF INCOME FOR THE FINANCIAL YEAR AND SETTING OF THE DIVIDEND |
|
Management |
|
For |
|
For |
|
| O.4 |
|
STATUTORY
AUDITORS’ SPECIAL REPORT ON THE REGULATED AGREEMENTS AND COMMITMENTS AND APPROVAL
OF A NEW AGREEMENT |
|
Management |
|
For |
|
For |
|
| O.5 |
|
RENEWAL OF
THE TERM OF MR SIMON AZOULAY AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.6 |
|
APPOINTMENT
OF MS ALIETTE MARDYKS, IN ADDITION TO THE CURRENT MEMBERS, AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| O.7 |
|
SUM OF ATTENDANCE
FEES ALLOCATED TO MEMBERS OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| O.8 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO MR SIMON AZOULAY, CHIEF EXECUTIVE OFFICER, FOR
THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.9 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO MR GERALD ATTIA, MR BRUNO BENOLIEL AND MR PIERRE
MARCEL, DEPUTY GENERAL MANAGERS, FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 |
|
Management |
|
For |
|
For |
|
| O.10 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR THE DETERMINATION, DISTRIBUTION AND ALLOCATION OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL REMUNERATION
AND ANY BENEFITS WHICH MAY BE ALLOCATED TO THE CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| O.11 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR THE DETERMINATION, DISTRIBUTION AND ALLOCATION OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL REMUNERATION
AND ANY BENEFITS WHICH MAY BE ALLOCATED TO THE DEPUTY GENERAL MANAGERS |
|
Management |
|
For |
|
For |
|
| O.12 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE COMPANY TO REPURCHASE ITS OWN SHARES
UNDER THE PROVISIONS OF ARTICLE L.225-209 OF THE FRENCH COMMERCIAL CODE |
|
Management |
|
For |
|
For |
|
| E.13 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO CANCEL SHARES BOUGHT BACK BY THE COMPANY
UNDER THE PROVISIONS OF ARTICLE L.225-209 OF THE FRENCH COMMERCIAL CODE |
|
Management |
|
For |
|
For |
|
| E.14 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY
INCORPORATING RESERVES, PROFITS AND/OR PREMIUMS |
|
Management |
|
For |
|
For |
|
| E.15 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE COMMON SHARES GRANTING,
IF APPLICABLE, ACCESS TO COMMON SHARES OR TO THE ALLOCATION OF DEBT INSTRUMENTS
(OF THE COMPANY OR OF A COMPANY WITHIN THE GROUP), AND/OR SECURITIES GRANTING ACCESS
TO COMMON SHARES (OF THE COMPANY OR OF A COMPANY WITHIN THE GROUP), WITH RETENTION
OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| E.16 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE COMMON SHARES GRANTING,
IF APPLICABLE, ACCESS TO COMMON SHARES OR TO THE ALLOCATION OF DEBT INSTRUMENTS
(OF THE COMPANY OR OF A COMPANY WITHIN THE GROUP), AND/OR SECURITIES (WITH THE EXCEPTION
OF DEBT INSTRUMENTS) GRANTING ACCESS TO COMMON SHARES (OF THE COMPANY OR OF A COMPANY
WITHIN THE GROUP), WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT AND A
COMPULSORY PRIORITY PERIOD BY WAY OF PUBLIC OFFER AND/OR AS COMPENSATION FOR SECURITIES
AS PART OF A PUBLIC EXCHANGE OFFER |
|
Management |
|
For |
|
For |
|
| E.17 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE DEBT INSTRUMENTS GRANTING
ACCESS TO COMMON SHARES TO BE ISSUED (OF THE COMPANY OR OF A COMPANY WITHIN THE
GROUP), WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT BY WAY OF PUBLIC
OFFER; DURATION OF THE DELEGATION; MAXIMUM NOMINAL AMOUNT OF THE CAPITAL INCREASE;
ISSUE PRICE; OPTION TO LIMIT TO THE AMOUNT OF SUBSCRIPTIONS OR TO DISTRIBUTE UNSUBSCRIBED
SECURITIES |
|
Management |
|
For |
|
For |
|
| E.18 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE COMMON SHARES GRANTING,
IF APPLICABLE, ACCESS TO COMMON SHARES OR TO THE ALLOCATION OF DEBT SECURITIES (OF
THE COMPANY OR OF A COMPANY WITHIN THE GROUP), AND/OR SECURITIES (WITH THE EXCEPTION
OF DEBT INSTRUMENTS) GRANTING ACCESS TO COMMON SHARES (OF THE COMPANY OR OF A COMPANY
WITHIN THE GROUP), WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT BY MEANS
OF AN OFFER PURSUANT TO SECTION II OF ARTICLE L.411-2 OF THE FRENCH MONETARY AND
FINANCIAL CODE |
|
Management |
|
For |
|
For |
|
| E.19 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE DEBT INSTRUMENTS GRANTING
ACCESS TO COMMON SHARES TO BE ISSUED (OF THE COMPANY OR OF A COMPANY WITHIN THE
GROUP), WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, BY WAY OF AN OFFER
PURSUANT TO SECTION II OF ARTICLE L.411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE |
|
Management |
|
For |
|
For |
|
| E.20 |
|
DETERMINATION
OF THE TERMS FOR SETTING THE SUBSCRIPTION PRICE IN THE EVENT OF CANCELLATION OF
THE PRE-EMPTIVE SUBSCRIPTION RIGHT WITHIN THE ANNUAL LIMIT OF 10% OF THE CAPITAL |
|
Management |
|
For |
|
For |
|
| E.21 |
|
AUTHORISATION
TO INCREASE THE AMOUNT OF ISSUANCES IN THE EVENT OF OVER- SUBSCRIPTION |
|
Management |
|
For |
|
For |
|
| E.22 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE CAPITAL BY
ISSUING COMMON SHARES AND/OR SECURITIES GRANTING ACCESS TO THE CAPITAL WITHIN THE
LIMIT OF 5 % OF THE CAPITAL, WITH A VIEW TO REMUNERATING CONTRIBUTIONS IN-KIND OR
SECURITIES GRANTING ACCESS TO THE CAPITAL |
|
Management |
|
For |
|
For |
|
| E.23 |
|
OVERALL LIMIT
FOR CEILINGS OF THE DELEGATIONS PROVIDED FOR IN THE SIXTEENTH, SEVENTEENTH, EIGHTEENTH,
NINETEENTH, AND TWENTY-SECOND RESOLUTIONS OF THE CURRENT GENERAL MEETING |
|
Management |
|
For |
|
For |
|
| E.24 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE CAPITAL BY ISSUING
COMMON SHARES AND/OR SECURITIES GRANTING ACCESS TO THE CAPITAL, WITH CANCELLATION
OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, FOR THE BENEFIT OF MEMBERS OF A COMPANY SAVINGS
SCHEME PURSUANT TO ARTICLES L.3332-18 AND FOLLOWING OF THE FRENCH LABOUR CODE |
|
Management |
|
For |
|
For |
|
| E.25 |
|
CORRECTION
OF CLERICAL ERRORS IN THE EIGHTEENTH AND TWENTIETH RESOLUTIONS OF THE COMBINED GENERAL MEETING OF 24 MAY 2016 RELATING TO THE CREATION OF PREFERENCE SHARES A AND PREFERENCE
SHARES B |
|
Management |
|
For |
|
For |
|
| E.26 |
|
HARMONISATION
OF ARTICLES 4 AND 22 OF THE BY-LAWS WITH FRENCH LAW NO. 2016-1691 OF 9 DECEMBER
2016 |
|
Management |
|
For |
|
For |
|
| E.27 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO ALIGN THE BY- LAWS WITH
LEGAL AND REGULATORY PROVISIONS |
|
Management |
|
For |
|
For |
|
| E.28 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2.1 |
|
Appoint a
Director Tamaki, Yoshiaki |
|
Management |
|
For |
|
For |
|
| 2.2 |
|
Appoint a
Director Ikei, Mamoru |
|
Management |
|
For |
|
For |
|
| 2.3 |
|
Appoint a
Director Yamashiro, Masayasu |
|
Management |
|
For |
|
For |
|
| 2.4 |
|
Appoint a
Director Kinjo, Yoshiteru |
|
Management |
|
For |
|
For |
|
| 2.5 |
|
Appoint a
Director Hokumori, Chotetsu |
|
Management |
|
For |
|
For |
|
| 2.6 |
|
Appoint a
Director Nakamoto, Yoshimasa |
|
Management |
|
For |
|
For |
|
| 2.7 |
|
Appoint a
Director Yamashiro, Tatsuhiko |
|
Management |
|
For |
|
For |
|
| 2.8 |
|
Appoint a
Director Taminato, Hirokazu |
|
Management |
|
For |
|
For |
|
| 2.9 |
|
Appoint a
Director Uchima, Yasuhiro |
|
Management |
|
For |
|
For |
|
| 2.10 |
|
Appoint a
Director Oshiro, Hiroshi |
|
Management |
|
For |
|
For |
|
| 3 |
|
Appoint a
Corporate Auditor Ando, Hirokazu |
|
Management |
|
Against |
|
Against |
|
| 4 |
|
Approve Payment
of Bonuses to Directors |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
Appoint a
Director Takeuchi, Shigekazu |
|
Management |
|
For |
|
For |
|
| 1.2 |
|
Appoint a
Director Suzuki, Hiromasa |
|
Management |
|
For |
|
For |
|
| 1.3 |
|
Appoint a
Director Ishiguro, Miyuki |
|
Management |
|
For |
|
For |
|
| 1.4 |
|
Appoint a
Director Ito, Ryoji |
|
Management |
|
For |
|
For |
|
| 1.5 |
|
Appoint a
Director Takaoka, Kozo |
|
Management |
|
For |
|
For |
|
| 1.6 |
|
Appoint a
Director Yamauchi, Susumu |
|
Management |
|
For |
|
For |
|
| 1.7 |
|
Appoint a
Director Amano, Futomichi |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2 |
|
Amend Articles
to: Streamline Business Lines, Clarify the Rights for Odd-Lot Shares, Allow Use
of Treasury Shares for Odd-Lot Shares Purchases |
|
Management |
|
For |
|
For |
|
| 3.1 |
|
Appoint a
Director Nozawa, Shingo |
|
Management |
|
For |
|
For |
|
| 3.2 |
|
Appoint a
Director Takeda, Masahiro |
|
Management |
|
For |
|
For |
|
| 3.3 |
|
Appoint a
Director Takano, Hideki |
|
Management |
|
For |
|
For |
|
| 3.4 |
|
Appoint a
Director Shimotori, Koji |
|
Management |
|
For |
|
For |
|
| 3.5 |
|
Appoint a
Director Hine, Kiyoshi |
|
Management |
|
For |
|
For |
|
| 3.6 |
|
Appoint a
Director Abe, Kenichi |
|
Management |
|
For |
|
For |
|
| 3.7 |
|
Appoint a
Director Ijima, Yasukazu |
|
Management |
|
For |
|
For |
|
| 3.8 |
|
Appoint a
Director Murayama, Rokuro |
|
Management |
|
For |
|
For |
|
| 3.9 |
|
Appoint a
Director Tsurui, Kazutomo |
|
Management |
|
For |
|
For |
|
| 4 |
|
Appoint a
Corporate Auditor Yamazaki, Kazumi |
|
Management |
|
For |
|
For |
|
| 5 |
|
Appoint a
Substitute Corporate Auditor Iwafuchi, Hiroshi |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
Appoint a
Director Yamada, Kunio |
|
Management |
|
For |
|
For |
|
| 1.2 |
|
Appoint a
Director Yoshino, Toshiaki |
|
Management |
|
For |
|
For |
|
| 1.3 |
|
Appoint a
Director Yoshida, Akiyoshi |
|
Management |
|
For |
|
For |
|
| 1.4 |
|
Appoint a
Director Lekh Juneja |
|
Management |
|
For |
|
For |
|
| 1.5 |
|
Appoint a
Director Kambara, Yoichi |
|
Management |
|
For |
|
For |
|
| 1.6 |
|
Appoint a
Director Kunisaki, Shinichi |
|
Management |
|
For |
|
For |
|
| 1.7 |
|
Appoint a
Director Masumoto, Takeshi |
|
Management |
|
For |
|
For |
|
| 1.8 |
|
Appoint a
Director Saito, Masaya |
|
Management |
|
For |
|
For |
|
| 1.9 |
|
Appoint a
Director Yamada, Yasuhiro |
|
Management |
|
For |
|
For |
|
| 1.10 |
|
Appoint a
Director Matsunaga, Mari |
|
Management |
|
For |
|
For |
|
| 1.11 |
|
Appoint a
Director Torii, Shingo |
|
Management |
|
For |
|
For |
|
| 2.3 |
|
Appoint a
Director Fukuhara, Kenichi |
|
Management |
|
For |
|
For |
|
| 2.4 |
|
Appoint a
Director Kobayashi, Hitoshi |
|
Management |
|
For |
|
For |
|
| 2.5 |
|
Appoint a
Director Takiyama, Shinya |
|
Management |
|
For |
|
For |
|
| 2.6 |
|
Appoint a
Director Yamasaki, Masaki |
|
Management |
|
For |
|
For |
|
| 2.7 |
|
Appoint a
Director Tsujimura, Kiyoyuki |
|
Management |
|
For |
|
For |
|
| 2.8 |
|
Appoint a
Director Fukutake, Hideaki |
|
Management |
|
For |
|
For |
|
| 2.9 |
|
Appoint a
Director Yasuda, Ryuji |
|
Management |
|
For |
|
For |
|
| 2.10 |
|
Appoint a
Director Kuwayama, Nobuo |
|
Management |
|
For |
|
For |
|
| 3 |
|
Appoint a
Corporate Auditor Ishiguro, Miyuki |
|
Management |
|
For |
|
For |
|
| 4 |
|
Approve Details
of the Restricted-Share Compensation Plan to be received by Directors |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
Appoint a
Director Negoro, Noriyuki |
|
Management |
|
For |
|
For |
|
| 1.2 |
|
Appoint a
Director Fujishima, Wataru |
|
Management |
|
For |
|
For |
|
| 1.3 |
|
Appoint a
Director Chikamochi, Takashi |
|
Management |
|
For |
|
For |
|
| 1.4 |
|
Appoint a
Director Yamazaki, Fumitaka |
|
Management |
|
For |
|
For |
|
| 1.5 |
|
Appoint a
Director Deguchi, Mikito |
|
Management |
|
For |
|
For |
|
| 1.6 |
|
Appoint a
Director Murakami, Kazuhiko |
|
Management |
|
For |
|
For |
|
| 1.7 |
|
Appoint a
Director Suzuki, Kiichi |
|
Management |
|
For |
|
For |
|
| 1.8 |
|
Appoint a
Director Nishida, Kenji |
|
Management |
|
For |
|
For |
|
| 2 |
|
Appoint a
Substitute Corporate Auditor Ohara, Masatoshi |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2.1 |
|
Appoint a
Director except as Supervisory Committee Members Saneyoshi, Masatomo |
|
Management |
|
For |
|
For |
|
| 2.2 |
|
Appoint a
Director except as Supervisory Committee Members Hirasawa, Yoshimi |
|
Management |
|
For |
|
For |
|
| 2.3 |
|
Appoint a
Director except as Supervisory Committee Members Matsumoto, Toshikazu |
|
Management |
|
For |
|
For |
|
| 2.4 |
|
Appoint a
Director except as Supervisory Committee Members Takeda, Masato |
|
Management |
|
For |
|
For |
|
| 2.5 |
|
Appoint a
Director except as Supervisory Committee Members Inoue, Jun |
|
Management |
|
For |
|
For |
|
| 2.6 |
|
Appoint a
Director except as Supervisory Committee Members Hagiwara, Hitoshi |
|
Management |
|
For |
|
For |
|
| 3.1 |
|
Appoint a
Director as Supervisory Committee Members Tsugawa, Kazuto |
|
Management |
|
For |
|
For |
|
| 3.2 |
|
Appoint a
Director as Supervisory Committee Members Kurashima, Kimio |
|
Management |
|
For |
|
For |
|
| 3.3 |
|
Appoint a
Director as Supervisory Committee Members Ozeki, Jun |
|
Management |
|
For |
|
For |
|
| 4 |
|
Approve Provision
of Retirement Allowance for Retiring Directors |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2 |
|
Approve Plan
for an Incorporation-type Company Split |
|
Management |
|
For |
|
For |
|
| 3 |
|
Amend Articles
to: Change Official Company Name to SHINGAKUKAI HOLDINGS CO.,LTD., Expand Business
Lines |
|
Management |
|
For |
|
For |
|
| 4.1 |
|
Appoint a
Director except as Supervisory Committee Members Hirai, Mutsuo |
|
Management |
|
For |
|
For |
|
| 4.2 |
|
Appoint a
Director except as Supervisory Committee Members Matsuda, Kei |
|
Management |
|
For |
|
For |
|
| 4.3 |
|
Appoint a
Director except as Supervisory Committee Members Zettsu, Tomomi |
|
Management |
|
For |
|
For |
|
| 4.4 |
|
Appoint a
Director except as Supervisory Committee Members Hirai, Masahiro |
|
Management |
|
For |
|
For |
|
| 5 |
|
Approve Provision
of Retirement Allowance for Retiring Directors |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2 |
|
Amend Articles
to: Expand Business Lines |
|
Management |
|
For |
|
For |
|
| 3.1 |
|
Appoint a
Director Inaba, Yoshiharu |
|
Management |
|
For |
|
For |
|
| 3.2 |
|
Appoint a
Director Yamaguchi, Kenji |
|
Management |
|
For |
|
For |
|
| 3.3 |
|
Appoint a
Director Uchida, Hiroyuki |
|
Management |
|
For |
|
For |
|
| 3.4 |
|
Appoint a
Director Gonda, Yoshihiro |
|
Management |
|
For |
|
For |
|
| 3.5 |
|
Appoint a
Director Inaba, Kiyonori |
|
Management |
|
For |
|
For |
|
| 3.6 |
|
Appoint a
Director Noda, Hiroshi |
|
Management |
|
For |
|
For |
|
| 3.7 |
|
Appoint a
Director Kohari, Katsuo |
|
Management |
|
For |
|
For |
|
| 3.8 |
|
Appoint a
Director Matsubara, Shunsuke |
|
Management |
|
For |
|
For |
|
| 3.9 |
|
Appoint a
Director Okada, Toshiya |
|
Management |
|
For |
|
For |
|
| 3.10 |
|
Appoint a
Director Richard E. Schneider |
|
Management |
|
For |
|
For |
|
| 3.11 |
|
Appoint a
Director Tsukuda, Kazuo |
|
Management |
|
For |
|
For |
|
| 3.12 |
|
Appoint a
Director Imai, Yasuo |
|
Management |
|
For |
|
For |
|
| 3.13 |
|
Appoint a
Director Ono, Masato |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2.1 |
|
Appoint a
Director Nomura, Masaharu |
|
Management |
|
For |
|
For |
|
| 2.2 |
|
Appoint a
Director Nomura, Masayuki |
|
Management |
|
For |
|
For |
|
| 2.3 |
|
Appoint a
Director Kimbara, Toneri |
|
Management |
|
For |
|
For |
|
| 2.4 |
|
Appoint a
Director Niki, Kazuhiro |
|
Management |
|
For |
|
For |
|
| 2.5 |
|
Appoint a
Director Matsumoto, Takahiro |
|
Management |
|
For |
|
For |
|
| 2.6 |
|
Appoint a
Director Goto, Chohachi |
|
Management |
|
For |
|
For |
|
| 2.7 |
|
Appoint a
Director Kumamoto, Noriaki |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| 2 |
|
Approve Reduction
of Capital Reserve |
|
Management |
|
For |
|
For |
|
| 3.1 |
|
Appoint a
Director Nakajima, Hiroaki |
|
Management |
|
For |
|
For |
|
| 3.2 |
|
Appoint a
Director Kurita, Nobufumi |
|
Management |
|
For |
|
For |
|
| 3.3 |
|
Appoint a
Director Mori, Yasuo |
|
Management |
|
For |
|
For |
|
| 3.4 |
|
Appoint a
Director Ishida, Ken |
|
Management |
|
For |
|
For |
|
| 3.5 |
|
Appoint a
Director Kageyama, Yoji |
|
Management |
|
For |
|
For |
|
| 3.6 |
|
Appoint a
Director Takada, Kazuaki |
|
Management |
|
For |
|
For |
|
| 3.7 |
|
Appoint a
Director Nakajima, Takashi |
|
Management |
|
For |
|
For |
|
| 3.8 |
|
Appoint a
Director Sato, Jiro |
|
Management |
|
For |
|
For |
|
| 3.9 |
|
Appoint a
Director Horinouchi, Hiroshi |
|
Management |
|
For |
|
For |
|
| 3.10 |
|
Appoint a
Director Yoshida, Yasuyuki |
|
Management |
|
For |
|
For |
|
| 4 |
|
Appoint a
Corporate Auditor Kaneko, Naomichi |
|
Management |
|
For |
|
For |
|
| 5 |
|
Approve Retirement
Allowance for Retiring Corporate Auditors, and Payment of Accrued Benefits associated
with Abolition of Retirement Benefit System for Current Directors |
|
Management |
|
For |
|
For |
|