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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM N-PX |
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ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED |
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MANAGEMENT INVESTMENT COMPANY |
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Investment Company Act file number: 811-22211 |
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| IVA FIDUCIARY TRUST |
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(Exact name of registrant as specified in charter) |
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717 Fifth Avenue, 10th Floor, New York, NY 10022 |
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(Address of principal executive offices) (zip code) |
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Michael W. Malafronte
International Value Advisers, LLC
717 Fifth Avenue |
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10th Floor |
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New York, NY 10022 |
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(Name and address of agent for service) |
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Copy to: |
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Michael S. Caccese |
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K&L Gates LLP |
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State Street Financial Center |
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One Lincoln Street |
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Boston, Massachusetts 02111-2950 |
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Brian F. Link, Esq. |
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State Street Bank and Trust Company |
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Mail Code: SUM0703 |
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100 Summer Street, 7th Floor |
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Boston, MA 02111 |
| Item |
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Proposal
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Proposed
by |
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Vote |
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For/Against
Management |
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| 1.1 |
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Appoint a
Director Tanikawa, Masato |
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Management |
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For |
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For |
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| 1.2 |
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Appoint a
Director Yamakage, Takashi |
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Management |
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For |
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For |
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| 1.3 |
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Appoint a
Director Kiyosawa, Satoshi |
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Management |
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For |
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For |
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| 1.4 |
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Appoint a
Director Konishi, Yukichi |
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Management |
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For |
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For |
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| 1.5 |
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Appoint a
Director Saito, Morio |
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Management |
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For |
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For |
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| 1.6 |
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Appoint a
Director Yasuda, Isao |
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Management |
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For |
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For |
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| 1.7 |
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Appoint a
Director Mano, Tatsuya |
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Management |
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For |
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For |
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| 1.8 |
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Appoint a
Director Uchida, Yasuro |
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Management |
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For |
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For |
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| 1.9 |
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Appoint a
Director Misuta, Akio |
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Management |
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For |
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For |
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| 2 |
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Approve Details
of the Performance-based Stock Compensation to be received by Directors |
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Management |
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For |
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| Item |
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Proposal
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Proposed
by |
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Vote |
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For/Against
Management |
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| 1 |
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ANNUAL REPORT:
THE BOARD OF DIRECTORS PROPOSES THAT THE GENERAL MEETING, HAVING TAKEN NOTE OF THE
REPORTS OF THE AUDITOR, APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP,
THE FINANCIAL STATEMENTS OF THE COMPANY AND THE DIRECTORS’ REPORT FOR THE BUSINESS
YEAR ENDED 31 MARCH 2017 |
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Management |
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For |
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For |
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| 2 |
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APPROPRIATION
OF PROFITS: ON 31 MARCH 2017, THE RETAINED EARNINGS AVAILABLE FOR DISTRIBUTION AMOUNTED
TO CHF 6 369 008 400. THE BOARD OF DIRECTORS PROPOSES THAT A DIVIDEND OF CHF 1.80
BE PAID PER RICHEMONT SHARE. THIS IS EQUIVALENT TO CHF 1.80 PER ‘A’ REGISTERED
SHARE IN THE COMPANY AND CHF 0.18 PER ‘B’ REGISTERED SHARE IN THE COMPANY.
THIS REPRESENTS A TOTAL DIVIDEND PAYABLE OF CHF 1 033 560 000, SUBJECT TO A WAIVER
BY RICHEMONT EMPLOYEE BENEFITS LIMITED, A WHOLLY OWNED SUBSIDIARY, OF ITS ENTITLEMENT
TO RECEIVE DIVIDENDS ON AN ESTIMATED 10 MILLION RICHEMONT ‘A’ SHARES |
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Management |
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For |
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For |
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HELD IN TREASURY.
THE BOARD OF DIRECTORS PROPOSES THAT THE REMAINING AVAILABLE RETAINED EARNINGS OF
THE COMPANY AT 31 MARCH 2017, AFTER PAYMENT OF THE DIVIDEND, BE CARRIED FORWARD
TO THE FOLLOWING BUSINESS YEAR |
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| 3 |
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RELEASE OF
THE BOARD OF DIRECTORS: THE BOARD OF DIRECTORS PROPOSES THAT ITS MEMBERS BE RELEASED
FROM THEIR OBLIGATIONS IN RESPECT OF THE BUSINESS YEAR ENDED 31 MARCH 2017 |
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Management |
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For |
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For |
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| 4.1 |
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RE-ELECTION
OF JOHANN RUPERT AS A MEMBER AND AS CHAIRMAN OF THE BOARD FOR A TERM OF ONE YEAR |
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Management |
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For |
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For |
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| 4.2 |
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RE-ELECTION
OF THE BOARD OF DIRECTOR: JOSUA MALHERBE FOR A TERM OF ONE YEAR |
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Management |
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For |
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For |
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| 4.3 |
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RE-ELECTION
OF THE BOARD OF DIRECTOR: JEAN-BLAISE ECKERT FOR A TERM OF ONE YEAR |
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Management |
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For |
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For |
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| 4.4 |
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RE-ELECTION
OF THE BOARD OF DIRECTOR: RUGGERO MAGNONI FOR A TERM OF ONE YEAR |
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Management |
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For |
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For |
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| 4.5 |
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RE-ELECTION
OF THE BOARD OF DIRECTOR: JEFF MOSS FOR A TERM OF ONE YEAR |
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Management |
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For |
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For |
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| 4.6 |
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RE-ELECTION
OF THE BOARD OF DIRECTOR: GUILLAUME PICTET FOR A TERM OF ONE YEAR |
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Management |
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For |
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For |
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| 4.7 |
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RE-ELECTION
OF THE BOARD OF DIRECTOR: ALAN QUASHA FOR A TERM OF ONE YEAR |
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Management |
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For |
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For |
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| 4.8 |
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RE-ELECTION
OF THE BOARD OF DIRECTOR: MARIA RAMOS FOR A TERM OF ONE YEAR |
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Management |
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For |
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For |
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| 4.9 |
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RE-ELECTION
OF THE BOARD OF DIRECTOR: JAN RUPERT FOR A TERM OF ONE YEAR |
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Management |
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For |
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For |
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| 4.10 |
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RE-ELECTION
OF THE BOARD OF DIRECTOR: GARY SAAGE FOR A TERM OF ONE YEAR |
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Management |
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For |
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For |
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| 4.11 |
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RE-ELECTION
OF THE BOARD OF DIRECTOR: CYRILLE VIGNERON FOR A TERM OF ONE YEAR |
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Management |
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For |
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For |
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| 4.12 |
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ELECTION OF
THE BOARD OF DIRECTOR: NIKESH ARORA FOR A TERM OF ONE YEAR |
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Management |
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For |
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For |
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| 4.13 |
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ELECTION OF
THE BOARD OF DIRECTOR: NICOLAS BOS FOR A TERM OF ONE YEAR |
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Management |
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For |
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For |
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| 4.14 |
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ELECTION OF
THE BOARD OF DIRECTOR: CLAY BRENDISH FOR A TERM OF ONE YEAR |
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Management |
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For |
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For |
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| 4.15 |
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ELECTION OF
THE BOARD OF DIRECTOR: BURKHART GRUND FOR A TERM OF ONE YEAR |
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Management |
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For |
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For |
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| 4.16 |
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ELECTION OF
THE BOARD OF DIRECTOR: KEYU JIN FOR A TERM OF ONE YEAR |
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Management |
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For |
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For |
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| 4.17 |
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ELECTION OF
THE BOARD OF DIRECTOR: JEROME LAMBERT FOR A TERM OF ONE YEAR |
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Management |
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For |
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For |
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| 4.18 |
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ELECTION OF
THE BOARD OF DIRECTOR: VESNA NEVISTIC FOR A TERM OF ONE YEAR |
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Management |
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For |
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For |
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| 4.19 |
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ELECTION OF
THE BOARD OF DIRECTOR: ANTON RUPERT FOR A TERM OF ONE YEAR |
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Management |
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For |
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For |
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| 5.1 |
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ELECTION OF
THE COMPENSATION COMMITTEE MEMBER FOR A TERM OF ONE YEAR: CLAY BRENDISH |
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Management |
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For |
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For |
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| 5.2 |
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ELECTION OF
THE COMPENSATION COMMITTEE MEMBER FOR A TERM OF ONE YEAR: GUILLAUME PICTET |
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Management |
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For |
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For |
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| 5.3 |
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ELECTION OF
THE COMPENSATION COMMITTEE MEMBER FOR A TERM OF ONE YEAR: MARIA RAMOS |
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Management |
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For |
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For |
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| 6 |
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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 |
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Management |
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For |
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For |
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| 7 |
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RE-ELECTION
OF THE INDEPENDENT REPRESENTATIVE: THE BOARD OF DIRECTORS PROPOSES THE RE-ELECTION
OF MAITRE FRANCOISE DEMIERRE MORAND, ETUDE GAMPERT & DEMIERRE, NOTAIRES, AS
INDEPENDENT REPRESENTATIVE OF THE SHAREHOLDERS FOR A TERM OF ONE YEAR |
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Management |
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For |
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For |
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| 8.1 |
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APPROVAL OF
THE MAXIMUM AGGREGATE AMOUNT OF COMPENSATION OF THE MEMBERS OF THE BOARD OF DIRECTORS:
THE BOARD OF DIRECTORS PROPOSES THE APPROVAL OF A MAXIMUM AGGREGATE AMOUNT OF COMPENSATION
OF CHF 8 400 000 FOR THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE PERIOD FROM THE
CLOSING OF THIS AGM THROUGH TO THE 2018 AGM. THE PROPOSED AMOUNT INCLUDES FIXED
COMPENSATION, ATTENDANCE ALLOWANCES AND EMPLOYERS’ SOCIAL SECURITY CONTRIBUTIONS |
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Management |
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For |
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For |
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| 8.2 |
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APPROVAL OF
THE MAXIMUM AGGREGATE AMOUNT OF FIXED COMPENSATION OF THE MEMBERS OF THE SENIOR
EXECUTIVE COMMITTEE: THE BOARD OF DIRECTORS PROPOSES THE APPROVAL OF A MAXIMUM AGGREGATE
AMOUNT OF THE FIXED COMPENSATION OF CHF 11 000 000 FOR THE MEMBERS OF THE SENIOR
EXECUTIVE COMMITTEE FOR THE BUSINESS YEAR ENDED 31 MARCH 2019. THIS MAXIMUM AMOUNT
INCLUDES FIXED COMPENSATION AND EMPLOYERS’ SOCIAL SECURITY CONTRIBUTIONS |
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Management |
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For |
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For |
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| 8.3 |
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APPROVAL OF
THE MAXIMUM AGGREGATE AMOUNT OF VARIABLE COMPENSATION OF THE MEMBERS OF THE SENIOR
EXECUTIVE COMMITTEE: THE BOARD OF DIRECTORS PROPOSES THE APPROVAL OF THE AGGREGATE
VARIABLE COMPENSATION OF THE MEMBERS OF THE SENIOR EXECUTIVE COMMITTEE IN AN |
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Management |
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For |
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For |
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AMOUNT OF
CHF 12 310 000 FOR THE BUSINESS YEAR ENDED 31 MARCH 2017. THE COMPONENTS OF THE
VARIABLE COMPENSATION, WHICH INCLUDES SHORT- AND LONG-TERM INCENTIVES, ARE DETAILED
IN THE COMPANY’S COMPENSATION REPORT AND INCLUDE EMPLOYERS’ SOCIAL SECURITY
CONTRIBUTIONS |
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| Item |
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Proposal
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Proposed
by |
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Vote |
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For/Against
Management |
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| 1A. |
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ELECTION OF
DIRECTOR: K. RUPERT MURDOCH |
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Management |
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Against |
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Against |
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| 1B. |
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ELECTION OF
DIRECTOR: LACHLAN K. MURDOCH |
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Management |
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Against |
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Against |
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| 1C. |
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ELECTION OF
DIRECTOR: ROBERT J. THOMSON |
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Management |
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Against |
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Against |
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| 1D. |
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ELECTION OF
DIRECTOR: KELLY AYOTTE |
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Management |
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Against |
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Against |
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| 1E. |
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ELECTION OF
DIRECTOR: JOSE MARIA AZNAR |
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Management |
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Against |
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Against |
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| 1F. |
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ELECTION OF
DIRECTOR: NATALIE BANCROFT |
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Management |
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Against |
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Against |
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| 1G. |
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ELECTION OF
DIRECTOR: PETER L. BARNES |
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Management |
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Against |
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Against |
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| 1H. |
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ELECTION OF
DIRECTOR: JOEL I. KLEIN |
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Management |
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Against |
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Against |
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| 1I. |
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ELECTION OF
DIRECTOR: JAMES R. MURDOCH |
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Management |
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Against |
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Against |
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| 1J. |
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ELECTION OF
DIRECTOR: ANA PAULA PESSOA |
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Management |
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Against |
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Against |
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| 1K. |
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ELECTION OF
DIRECTOR: MASROOR SIDDIQUI |
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Management |
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Against |
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Against |
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| 2. |
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RATIFICATION
OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2018. |
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Management |
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For |
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For |
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| 3. |
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ADVISORY VOTE
TO APPROVE EXECUTIVE COMPENSATION. |
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Management |
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Against |
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Against |
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| Item |
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Proposal
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Proposed
by |
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Vote |
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For/Against
Management |
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| 1.1.1 |
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ELECTION OF
REPRESENTATIVE EXECUTIVE DIRECTOR: MOON TAE GON |
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Management |
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| 1.1.2 |
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ELECTION OF
REPRESENTATIVE EXECUTIVE DIRECTOR: RYU TAE YEOL |
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Management |
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| 1.1.3 |
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ELECTION OF
REPRESENTATIVE EXECUTIVE DIRECTOR: LEE SEUNG JIN |
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Management |
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| 1.1.4 |
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ELECTION OF
REPRESENTATIVE EXECUTIVE DIRECTOR: LEE WOOK |
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Management |
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For |
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For |
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| 1.2.1 |
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ELECTION OF
VICE EXECUTIVE DIRECTOR: KIM SUNG WON |
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Management |
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Against |
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Against |
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| 1.2.2 |
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ELECTION OF
VICE EXECUTIVE DIRECTOR: SEOK IN YOUNG |
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Management |
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Against |
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Against |
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| 1.2.3 |
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ELECTION OF
VICE EXECUTIVE DIRECTOR: SUNG CHEOL KYUNG |
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Management |
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Against |
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Against |
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| 1.2.4 |
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ELECTION OF
VICE EXECUTIVE DIRECTOR: HAN HYUNG MIN |
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Management |
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For |
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For |
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| 2.1 |
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ELECTION OF
NON-EXECUTIVE DIRECTOR: KWON SOON ROK |
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Management |
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For |
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For |
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| 2.2 |
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ELECTION OF
NON-EXECUTIVE DIRECTOR: YANG MIN SEOK |
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Management |
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For |
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For |
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| 3.1 |
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ELECTION OF
OUTSIDE DIRECTOR: KIM JU IL |
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Management |
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For |
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For |
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| 3.2 |
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ELECTION OF
OUTSIDE DIRECTOR: KIM JIN GAK |
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Management |
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For |
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For |
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| 3.3 |
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ELECTION OF
OUTSIDE DIRECTOR: LEE YOON JE |
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Management |
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For |
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For |
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| 4 |
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APPROVAL OF
LIMIT OF REMUNERATION FOR DIRECTORS |
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Management |
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For |
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For |
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| O.6 |
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RENEWAL OF
THE TERM OF MS SOPHIE BELLON AS DIRECTOR |
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Management |
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For |
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For |
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| O.7 |
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RENEWAL OF
THE TERM OF MR BERNARD BELLON AS DIRECTOR |
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Management |
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For |
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For |
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| O.8 |
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RENEWAL OF
THE TERM OF MS NATHALIE BELLON-SZABO AS DIRECTOR |
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Management |
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For |
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For |
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| O.9 |
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RENEWAL OF
THE TERM OF MS FRANCOISE BROUGHER AS DIRECTOR |
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Management |
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For |
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For |
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| O.10 |
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RENEWAL OF
THE TERM OF MR SOUMITRA DUTTA AS DIRECTOR |
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Management |
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For |
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For |
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| O.11 |
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SETTING OF
THE ANNUAL AMOUNT OF ATTENDANCE FEES |
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Management |
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For |
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For |
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| |
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| O.12 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO MS SOPHIE BELLON, CHAIRWOMAN OF THE BOARD OF DIRECTORS,
FOR THE FINANCIAL YEAR ENDED 31 AUGUST 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.13 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO MR MICHEL LANDEL, GENERAL MANAGER, FOR THE FINANCIAL
YEAR ENDED 31 AUGUST 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.14 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS
OF ANY KIND WHICH MAY BE DUE TO MS SOPHIE BELLON, CHAIRWOMAN OF THE BOARD OF DIRECTORS,
FOR HER TERM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.15 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS
OF ANY KIND DUE TO MR MICHEL LANDE, GENERAL MANAGER, FOR HIS TERM UP TO 23 JANUARY
2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.16 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS
OF ANY KIND DUE TO MR DENIS MACHUEL, GENERAL MANAGER, FOR HIS TERM FROM 23 JANUARY
2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.17 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE COMPANY TO PURCHASE ITS OWN SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.18 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELLING
TREASURY SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.19 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO DECIDE UPON INCREASING THE
SHARE CAPITAL BY ISSUING COMMON SHARES AND/OR OTHER TRANSFERABLE SECURITIES, GRANTING
IMMEDIATE OR DEFERRED ACCESS TO THE CAPITAL, WITH RETENTION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.20 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL
BY INCORPORATING PROFITS, PREMIUMS OR RESERVES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.21 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO DECIDE UPON INCREASING THE
SHARE CAPITAL BY ISSUING COMMON SHARES AND/OR TRANSFERABLE SECURITIES GRANTING IMMEDIATE
OR DEFERRED ACCESS TO THE CAPITAL RESERVED FOR THE MEMBERS OF A COMPANY SAVINGS
SCHEME, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT FOR THE BENEFIT
OF SAID MEMBERS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.22 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
THE SHAREHOLDERS’ MEETING, HAVING CONSIDERED THE REPORTS OF THE BOARD OF DIRECTORS, THE CHAIRMAN
OF THE BOARD OF DIRECTORS AND THE AUDITORS, APPROVES THE COMPANY’S FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON AUGUST 31ST 2017, AS PRESENTED, SHOWING EARNINGS
OF EUR 396 MILLION |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
THE SHAREHOLDERS’ MEETING, HAVING HEARD THE REPORTS OF THE BOARD OF DIRECTORS, THE CHAIRMAN
OF BOARD OF DIRECTORS AND THE AUDITORS, APPROVES THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SAID FINANCIAL YEAR, IN THE FORM PRESENTED TO THE MEETING, SHOWING EARNINGS
(GROUP NET SHARE) OF EUR 723 MILLION |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
THE SHAREHOLDERS’ MEETING RESOLVES THAT THE INCOME FOR THE FISCAL YEAR BE APPROPRIATED AS FOLLOWS:
ORIGIN EARNINGS: EUR 395,906,663.00 RETAINED EARNINGS: EUR 1,234,444,778.00 TOTAL
EARNINGS: 1,630,351,441.00 ALLOCATION DIVIDENDS: EUR 414,783,735.00 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
BONUS DIVIDENDS
OF 10 PER CENT: EUR 2,012,202.00 RETAINED EARNINGS: EUR 1,213,555,504.00 AS REQUIRED
BY LAW, IT IS REMINDED THAT, FOR THE LAST THREE FINANCIAL YEARS, THE DIVIDENDS PAID,
WERE AS FOLLOWS: EUR 2.40 PER SHARE FOR FISCAL YEAR 2015-2016 EUR 2.20 PER SHARE
FOR FISCAL YEAR 2014-2015 EUR 1.80 PER SHARE FOR FISCAL YEAR 2013-2014 THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 2.75 PER SHARE, WITH A BONUS DIVIDEND OF 10 PER
CENT PER SHARE (EUR 0.275) AND WILL ENTITLE TO THE 40 PER CENT DEDUCTION PROVIDED
BY THE FRENCH GENERAL TAX CODE. THIS DIVIDEND WILL BE PAID ON FEBRUARY 5TH 2018 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
THE SHAREHOLDERS’ MEETING, AFTER HEARING THE REPORT OF THE BOARD OF DIRECTORS AND THE SPECIAL
REPORT OF THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND L.225-42-1
OF THE FRENCH COMMERCIAL CODE, APPROVES SAID REPORT AND THE AGREEMENTS REFERRED
TO THEREIN, INCLUDING THE NON-COMPETE AGREEMENT OF MR MICHEL LANDEL |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
THE SHAREHOLDERS’ MEETING, AFTER HEARING THE REPORT OF THE BOARD OF DIRECTORS AND THE SPECIAL
REPORT OF THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND L.225-42-1
OF THE FRENCH COMMERCIAL CODE, APPROVES SAID REPORT AND THE AGREEMENTS REFERRED
TO THEREIN, INCLUDING THE AGREEMENT BETWEEN THE COMPANY AND BELLON SA |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
THE SHAREHOLDERS’ MEETING RENEWS THE APPOINTMENT OF MRS SOPHIE BELLON AS DIRECTOR FOR A 3-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS’ MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR 2020 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
THE SHAREHOLDERS’ MEETING RENEWS THE APPOINTMENT OF MR BERNARD BELLON AS DIRECTOR FOR AN 1-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS’ MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
THE SHAREHOLDERS’ MEETING RENEWS THE APPOINTMENT OF MME NATHALIE BELLON-SZABO AS DIRECTOR FOR
A 3-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS’ MEETING CALLED TO RULE ON THE
FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2020 |
|
Management |
|
For |
|
For |
|
| O.9 |
|
THE SHAREHOLDERS’ MEETING RENEWS THE APPOINTMENT OF MRS FRANCOISE BROUGHER AS DIRECTOR FOR A
3-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS’ MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR 2020 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.10 |
|
THE SHAREHOLDERS’ MEETING RENEWS THE APPOINTMENT OF MR SOUMITRA DUTTA AS DIRECTOR FOR A 3-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS’ MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR 2020 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.11 |
|
THE SHAREHOLDERS’ MEETING RESOLVES TO AWARD TOTAL ANNUAL FEES OF EUR 900,000.00 TO THE BOARD
OF DIRECTORS, UNTIL FURTHER NOTICE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.12 |
|
THE SHAREHOLDERS’ MEETING, IN ACCORDANCE WITH THE FRENCH AFEP-MEDEF CORPORATE GOVERNANCE CODE,
APPROVES THE COMPENSATION DUE OR AWARDED TO MRS SOPHIE BELLON, THE CHAIRWOMAN OF
THE BOARD OF DIRECTORS, FOR THE 2017 FINANCIAL YEAR, AS PRESENTED IN THE 2016-2017
ANNUAL REPORT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.13 |
|
THE SHAREHOLDERS’ MEETING, IN ACCORDANCE WITH THE FRENCH AFEP-MEDEF CORPORATE GOVERNANCE CODE,
APPROVES THE COMPENSATION DUE OR AWARDED TO MR MICHEL LANDEL, THE MANAGING DIRECTOR,
FOR THE 2017 FINANCIAL YEAR, AS PRESENTED IN THE 2016-2017 ANNUAL REPORT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.14 |
|
THE SHAREHOLDERS’ MEETING APPROVES THE PRINCIPLES AND THE CRITERIA FOR ASSESSING, DISTRIBUTING
AND ALLOCATING THE FIXED, VARIABLE AND ONE-OFF COMPONENTS OF THE TOTAL COMPENSATION
AS WELL AS THE BENEFITS OR PERKS APPLICABLE TO THE CHAIRWOMAN OF THE BOARD OF DIRECTORS,
MRS SOPHIE BELLON, DURING HER TERM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.15 |
|
THE SHAREHOLDERS’ MEETING APPROVES THE PRINCIPLES AND THE CRITERIA FOR ASSESSING, DISTRIBUTING
AND ALLOCATING THE FIXED, VARIABLE AND ONE-OFF COMPONENTS OF THE TOTAL COMPENSATION
AS WELL AS THE BENEFITS OR PERKS APPLICABLE TO THE MANAGING DIRECTOR, MICHEL LANDEL,
DURING HIS TERM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.16 |
|
THE SHAREHOLDERS’ MEETING APPROVES THE PRINCIPLES AND THE CRITERIA FOR ASSESSING, DISTRIBUTING
AND ALLOCATING THE FIXED, VARIABLE AND ONE-OFF COMPONENTS OF THE TOTAL COMPENSATION
AS WELL AS THE BENEFITS OR PERKS APPLICABLE TO THE MANAGING DIRECTOR, MR DENIS MACHUEL,
DURING HIS TERM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.17 |
|
THE SHAREHOLDERS’ MEETING AUTHORISES THE BOARD OF DIRECTORS TO TRADE IN THE COMPANY’S SHARES
ON THE STOCK MARKET, SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 150.00 MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 5 PER CENT OF THE SHARES
COMPOSING THE SHARE CAPITAL MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS: EUR 1.15
BILLION THIS AUTHORIZATION IS GIVEN FOR AN 18-MONTH PERIOD. THE SHAREHOLDERS ’
MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES |
|
Management |
|
For |
|
For |
|
| E.18 |
|
THE SHAREHOLDERS’ MEETING GRANTS ALL POWERS TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL,
ON ONE OR MORE OCCASIONS AND AT ITS SOLE DISCRETION, BY CANCELLING ALL OR PART OF
THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, UP TO
A MAXIMUM OF 5 PER CENT OF THE SHARES COMPOSING THE SHARE CAPITAL, OVER A 24-MONTH
PERIOD. THIS AUTHORISATION IS GIVEN FOR A 26-MONTH PERIOD. THIS DELEGATION OF POWERS
SUPERSEDES THE DELEGATION TO THE SAME EFFECT, IN THE RESOLUTION NUMBER 11 DURING
THE MEETING ON JANUARY 26TH 2016. THE SHAREHOLDERS’ MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.19 |
|
THE SHAREHOLDERS’ MEETING DELEGATES TO THE BOARD OF DIRECTORS THE NECESSARY POWERS TO INCREASE
THE CAPITAL, ON ONE OR MORE OCCASIONS, IN FRANCE OR ABROAD, BY A MAXIMUM NOMINAL
AMOUNT OF EUR 100 MILLION, BY ISSUANCE, WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED,
OF ORDINARY SHARES OR SECURITIES GIVING ACCESS TO ORDINARY SHARES OF THE COMPANY.
THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED
EUR 1 BILLION. THIS AUTHORIZATION IS GRANTED FOR A 26-MONTH PERIOD. THIS DELEGATION
OF POWERS SUPERSEDES THE DELEGATION TO THE SAME EFFECT, IN THE RESOLUTION NUMBER
12 DURING THE MEETING ON JANUARY 26TH 2016 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.20 |
|
THE SHAREHOLDERS’ MEETING DELEGATES TO THE BOARD OF DIRECTORS ALL POWERS IN ORDER TO INCREASE
THE SHARE CAPITAL, IN ONE OR MORE OCCASIONS AND AT ITS SOLE DISCRETION, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 100,000,000.00, BY WAY OF CAPITALIZING RESERVES, PROFITS,
PREMIUMS OR OTHER MEANS, PROVIDED THAT SUCH CAPITALIZATION IS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
ALLOWED BY
LAW AND UNDER THE BY LAWS, BY ISSUING BONUS SHARES OR RAISING THE PAR VALUE OF EXISTING
SHARES, OR BY A COMBINATION OF THESE METHODS. THIS AMOUNT SHALL COUNT AGAINST THE
OVERALL VALUE SET FORTH IN RESOLUTION NUMBER 19(EUR 100 MILLION). THIS AUTHORISATION
IS GIVEN FOR A 26- MONTH PERIOD. THIS DELEGATION OF POWERS SUPERSEDES THE DELEGATION
TO THE SAME EFFECT, IN THE RESOLUTION NUMBER 13 DURING THE MEETING ON JANUARY 26TH
2016 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| E.21 |
|
THE SHAREHOLDERS’ MEETING AUTHORISES THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL, ON
ONE OR MORE OCCASIONS, AT ITS SOLE DISCRETION, IN FAVOUR OF EMPLOYEES AND CORPORATE
OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN, BY ISSUANCE OF
ORDINARY SHARES OR SECURITIES GIVING ACCESS TO ORDINARY SHARES OF THE COMPANY. THIS
DELEGATION IS GIVEN FOR A 26-MONTH PERIOD AND FOR A NOMINAL AMOUNT THAT SHALL NOT
EXCEED EUR 1.5 PER CENT OF THE SHARE CAPITAL. THIS AMOUNT SHALL COUNT AGAINST THE
OVERALL VALUE SET FORTH IN RESOLUTION NUMBER 19 (EUR 100 MILLION). THE SHAREHOLDERS’ MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY 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: Zohar Zisapel |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1E. |
|
Election of
director: Julian A. Brodsky |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1F. |
|
Election of
director: Eli Gelman |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1G. |
|
Election of
director: James S. Kahan |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1H. |
|
Election of
director: Richard T.C. LeFave |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1I. |
|
Election of
director: Giora Yaron |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1J. |
|
Election of
director: Ariane de Rothschild |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1K. |
|
Election of
director: Rafael de la Vega |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2. |
|
To approve
an increase in the dividend rate under our quarterly .. (due to space limits, see
proxy statement for full proposal). |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3. |
|
To approve
our Consolidated Financial Statements for the fiscal year ended September 30, 2017
(Proposal III). |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4. |
|
To ratify
and approve the appointment of Ernst & Young LLP as .. (due to space limits,
see proxy statement for full proposal). |
|
Management |
|
For |
|
For |
|
| 3 |
|
APPROVE DISCHARGE
OF MANAGEMENT BOARD FOR FISCAL 2016/2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
APPROVE DISCHARGE
OF SUPERVISORY BOARD FOR FISCAL 2016/2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
RATIFY ERNST
YOUNG GMBH AS AUDITORS FOR FISCAL 2017/2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.1 |
|
ELECT WERNER
BRANDT TO THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.2 |
|
ELECT MICHAEL
DIEKMANN TO THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.3 |
|
ELECT BENOIT
POTIER TO THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.4 |
|
ELECT NORBERT
REITHOFER TO THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.5 |
|
ELECT NEMAT
TALAAT TO THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.6 |
|
ELECT NATHALIE
VON SIEMENS TO THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.7 |
|
ELECT MATTHIAS
ZACHERT TO THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
AMEND CORPORATE
PURPOSE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
TO RESOLVE
ON AMENDING SECTION 19 OF THE ARTICLES OF ASSOCIATION RELATING TO THE ARRANGEMENTS
ON ADMISSION TO AND VOTING AT THE SHAREHOLDERS’ MEETING |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
APPROVE AFFILIATION
AGREEMENTS WITH SUBSIDIARY FLENDER GMBH |
|
Management |
|
For |
|
For |
|
| |
|
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|
| 10.1 |
|
APPROVE AFFILIATION
AGREEMENTS WITH SUBSIDIARY KYROS 53 GMBH |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
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|
|
| 10.2 |
|
APPROVE AFFILIATION
AGREEMENTS WITH SUBSIDIARY KYROS 54 GMBH |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| CMMT |
|
PLEASE NOTE
THAT ONLY MEXICAN NATIONALS HAVE VOTING RIGHTS AT THIS MEETING.-IF YOU ARE A MEXICAN
NATIONAL AND WOULD LIKE TO SUBMIT YOUR VOTE ON THIS-MEETING PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE. THANK YOU |
|
Non-Voting |
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| |
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| I |
|
PRESENTATION
AND, IF ANY, APPROVAL OF THE GENERAL DIRECTOR’S REPORT PREPARED-IN ACCORDANCE
WITH ARTICLE 172 OF THE LEY GENERAL DE SOCIEDADES MERCANTILES,- ACCOMPANIED BY THE
REPORT OF THE EXTERNAL AUDITOR, REGARDING THE OPERATIONS-AND RESULTS OF THE COMPANY
FOR THE FISCAL YEAR ENDING ON DECEMBER 31, 2017,-AS WELL AS THE OPINION OF THE BOARD
OF DIRECTORS ON THE CONTENT OF SUCH-REPORT. PRESENTATION AND, IF ANY, APPROVAL OF
THE REPORT OF THE BOARD OF-DIRECTORS REFERRED TO IN ARTICLE 172, PARAGRAPH B) OF
THE LEY GENERAL DE-SOCIEDADES MERCANTILES, WHICH CONTAINS THE MAIN ACCOUNTING AND
INFORMATION-POLICIES AND CRITERIA FOLLOWED IN THE PREPARATION OF FINANCIAL INFORMATION
OF-THE COMPANY. PRESENTATION AND, IF ANY, APPROVAL OF THE FINANCIAL STATEMENTS-OF
THE COMPANY AS OF DECEMBER 31, 2017, AND APPLICATION OF THE RESULTS FOR-THE YEAR.
PRESENTATION AND, IF ANY, APPROVAL OF THE REPORT WITH RESPECT TO-COMPLIANCE WITH
THE TAX OBLIGATIONS BORNE BY THE COMPANY. PRESENTATION AND IF-ANY, APPROVAL OF THE
ANNUAL REPORT ON THE ACTIVITIES CARRIED OUT BY THE AUDIT-AND CORPORATE PRACTICES
COMMITTEE. RESOLUTIONS |
|
Non-Voting |
|
|
|
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| II |
|
APPOINTMENT
AND/OR RATIFICATION OF THE MEMBERS OF THE BOARD OF DIRECTORS,- OWNERS AND ALTERNATES,
AS WELL AS THE CHAIRMAN OF THE AUDIT AND CORPORATE- PRACTICES COMMITTEE AND SECRETARY
OF THE BOARD OF DIRECTORS. QUALIFICATION ON-THE INDEPENDENCE OF THE MEMBERS OF THE
BOARD OF DIRECTORS OF THE COMPANY, IN- ACCORDANCE WITH WHAT IS ESTABLISHED IN ARTICLE
26 OF THE LEY DEL MERCADO DE- VALORES. RESOLUTIONS |
|
Non-Voting |
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| |
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| III |
|
REMUNERATION
TO THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE DIFFERENT- COMMITTEES, OWNERS
AND ALTERNATES, AS WELL AS TO THE SECRETARY OF THE BOARD-OF DIRECTORS OF THE COMPANY.
RESOLUTIONS |
|
Non-Voting |
|
|
|
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| |
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| IV |
|
PRESENTATION
AND, IF ANY, APPROVAL OF THE REPORT OF THE BOARD OF DIRECTORS ON-THE COMPANY’S
POLICIES REGARDING THE ACQUISITION OF OWN SHARES AND, WHERE- APPROPRIATE, THEIR
PLACEMENT. RESOLUTIONS |
|
Non-Voting |
|
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| |
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| V |
|
PRESENTATION
AND, IF ANY, APPROVAL OF THE PROPOSAL OF THE BOARD OF DIRECTORS-TO PAY IN CASH,
A DIVIDEND IN THE AMOUNT OF XN1.58 M.N.(ONE PESO 58/100-NATIONAL CURRENCY) PER SHARE,
TO EACH OF THE COMMON SHARES, WITH NO PAR VALUE-AND OUTSTANDING SERIES .A. AND .B.
SHARES. SUCH DIVIDEND WILL BE PAID IN 4- (FOUR) EXHIBITIONS OF MXN 0.395 M.N. PER
SHARE, ON APRIL 5, JULY 5, OCTOBER 4-AND DECEMBER 6, 2015. RESOLUTIONS |
|
Non-Voting |
|
|
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| |
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| VI |
|
PROPOSAL OF
RESOLUTIONS REGARDING TO THE MODIFICATIONS TO THE FIFTH ARTICLE-OF THE BYLAWS, IN
EFFECT OF REFLECTING THE AMENDMENTS OF STOCK CAPITAL IN- ACCORDANCE WITH THE RESOLUTIONS
ADOPTED BY THIS ASSEMBLY. RESOLUTIONS |
|
Non-Voting |
|
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| |
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| VII |
|
APPOINTMENT
OF DELEGATES WHO FORMALIZE AND COMPLY WITH THE RESOLUTIONS-ADOPTED BY THE GENERAL
ANNUAL ORDINARY AND EXTRAORDINARY ASSEMBLY OF-SHAREHOLDERS |
|
Non-Voting |
|
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| |
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|
| CMMT |
|
16 FEB 2018:
PLEASE NOTE THAT THE MEETING TYPE WAS CHANGED FROM OGM TO MIX.-THANK YOU. |
|
Non-Voting |
|
|
|
|
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
APPROVAL OF
FINANCIAL STATEMENTS & APPROVAL OF STATEMENT OF APPROPRIATION OF RETAINED EARNINGS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
ELECTION OF
REPRESENTATIVE DIRECTOR: BAEK BOK IN |
|
Management |
|
For |
|
For |
|
| |
|
|
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|
|
|
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|
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| 3 |
|
ELECTION OF
INSIDE DIRECTOR (1): KIM HEUNG RYEOL |
|
Management |
|
For |
|
For |
|
| |
|
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|
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|
|
| 4.1 |
|
MAINTENANCE
OF 6 OUTSIDE DIRECTORS |
|
Management |
|
For |
|
For |
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| |
|
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|
| 4.2 |
|
INCREASE TO
8 OUTSIDE DIRECTORS |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 5.1.1 |
|
ELECTION OF
OUTSIDE DIRECTOR NOMINEE: BAEK JONG SOO |
|
Management |
|
For |
|
For |
|
| |
|
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|
| 5.1.2 |
|
ELECTION OF
OUTSIDE DIRECTOR NOMINEE: OH CHUL HO |
|
Management |
|
|
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| |
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|
| 5.1.3 |
|
ELECTION OF
OUTSIDE DIRECTOR NOMINEE: HWANG DUK HEE |
|
Management |
|
|
|
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| |
|
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|
|
|
|
|
|
|
| 5.2.1 |
|
ELECTION OF
OUTSIDE DIRECTOR NOMINEE: BAEK JONG SOO |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5.2.2 |
|
ELECTION OF
OUTSIDE DIRECTOR NOMINEE: JUNG SUN IL |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
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|
|
|
| 5.2.3 |
|
ELECTION OF
OUTSIDE DIRECTOR NOMINEE: OH CHUL HO |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 5.2.4 |
|
ELECTION OF
OUTSIDE DIRECTOR NOMINEE: HWANG DUK HEE |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
APPROVAL OF
LIMIT OF REMUNERATION |
|
Management |
|
For |
|
For |
|
| 2.1.1 |
|
APPOINTMENT
OF OUTSIDE DIRECTOR: KIM JONG HOON |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.1.2 |
|
APPOINTMENT
OF OUTSIDE DIRECTOR: KIM SUN WOOK |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.1.3 |
|
APPOINTMENT
OF OUTSIDE DIRECTOR: PARK BYUNG KOOK |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2.1 |
|
APPOINTMENT
OF INSIDE DIRECTOR: LEE SANG HOON |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2.2 |
|
APPOINTMENT
OF INSIDE DIRECTOR: KIM KI NAM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2.3 |
|
APPOINTMENT
OF INSIDE DIRECTOR: KIM HYUN SEOK |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2.4 |
|
APPOINTMENT
OF INSIDE DIRECTOR: KO DONG JIN |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.3 |
|
APPOINTMENT
OF MEMBER OF AUDIT COMMITTEE: KIM SUN WOOK |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
APPROVAL OF
REMUNERATION FOR DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
STOCK SPLIT
AND AMENDMENT OF ARTICLES OF INCORPORATION FOR STOCK SPLIT |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
APPROVAL OF
FINANCIAL STATEMENTS & APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.1 |
|
APPROVAL OF
PARTIAL AMENDMENT TO ARTICLES OF INCORPORATION: AMENDMENT ON DUTY OF AUDIT COMMITTEE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2 |
|
APPROVAL OF
PARTIAL AMENDMENT TO ARTICLES OF INCORPORATION: ESTABLISHMENT OF ARTICLE ON REDUCTION
OF DIRECTORS’ RESPONSIBILITY FOR THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.1 |
|
ELECTION OF
INSIDE DIRECTOR: JANG BYEONG U |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
ELECTION OF
A NON-PERMANENT DIRECTOR: GIM HO JIN |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 3.3 |
|
ELECTION OF
OUTSIDE DIRECTOR: YU JONG SANG |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.4 |
|
ELECTION OF
OUTSIDE DIRECTOR: SEO DONG BEOM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1 |
|
ELECTION OF
AUDIT COMMITTEE MEMBER WHO IS AN OUTSIDE DIRECTOR: YU JONG SANG |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 4.2 |
|
ELECTION OF
AUDIT COMMITTEE MEMBER WHO IS AN OUTSIDE DIRECTOR: SEO DONG BEOM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
APPROVAL OF
REMUNERATION FOR DIRECTOR |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.1 |
|
Appoint a
Director Yanagisawa, Yasuyoshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2 |
|
Appoint a
Director Matsumoto, Hiroshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.3 |
|
Appoint a
Director Hirose, Hakaru |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.4 |
|
Appoint a
Director Ninomiya, Koji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.5 |
|
Appoint a
Director Yoshinaga, Takashi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.6 |
|
Appoint a
Director Kumon, Koji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.7 |
|
Appoint a
Director Obi, Kazusuke |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.8 |
|
Appoint a
Director Hoyano, Satoshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
Appoint a
Corporate Auditor Idesawa, Shuji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
Appoint a
Substitute Corporate Auditor Yamada, Kenji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
Approve Issuance
of Share Acquisition Rights as Stock Options for Directors, Executive Officers and
Employees |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1A. |
|
Election of
Director: Peter L.S. Currie |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1B. |
|
Election of
Director: Miguel M. Galuccio |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1C. |
|
Election of
Director: V. Maureen Kempston Darkes |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1D. |
|
Election of
Director: Paal Kibsgaard |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1E. |
|
Election of
Director: Nikolay Kudryavtsev |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1F. |
|
Election of
Director: Helge Lund |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1G. |
|
Election of
Director: Michael E. Marks |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1H. |
|
Election of
Director: Indra K. Nooyi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1I. |
|
Election of
Director: Lubna S. Olayan |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1J. |
|
Election of
Director: Leo Rafael Reif |
|
Management |
|
For |
|
For |
|
| 1K. |
|
Election of
Director: Henri Seydoux |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2. |
|
To approve,
on an advisory basis, the Company’s executive compensation. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3. |
|
To report
on the course of business during the year ended December 31, 2017; and approve our
consolidated balance sheet as of December 31, 2017; our consolidated statement of
income for the year ended December 31, 2017; and our Board of Directors’ declarations
of dividends in 2017, as reflected in our 2017 Annual Report to Stockholders. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4. |
|
To ratify
the appointment of PricewaterhouseCoopers LLP as independent auditors for 2018. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5. |
|
To approve
amended and restated French Sub Plan for purposes of qualification under French
Law. |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
ADOPTION OF
THE AUDITED ACCOUNTS FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
APPROVE ALLOCATION
OF INCOME AND DIVIDENDS OF EUR OF 1.50 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 |
|
RENEWAL OF
THE APPOINTMENT OF ERNST & YOUNG ACCOUNTANTS LLP AS AUDITOR FOR THE FINANCIAL
YEAR 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
RENEWAL OF
THE APPOINTMENT OF MS. MARIA AMPARO MORALEDA MARTINEZ AS A NON- EXECUTIVE MEMBER
OF THE BOARD OF DIRECTORS FOR A TERM OF THREE YEARS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
APPOINTMENT
OF MR. VICTOR CHU AS A NON- EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS FOR A TERM
OF THREE YEARS IN REPLACEMENT OF SIR JOHN PARKER WHOSE MANDATE EXPIRES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
APPOINTMENT
OF MR. JEAN-PIERRE CLAMADIEU AS A NON-EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS
FOR A TERM OF THREE YEARS IN REPLACEMENT OF MR. JEAN-CLAUDE TRICHET WHOSE MANDATE
EXPIRES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
APPOINTMENT
OF MR. RENE OBERMANN AS A NON- EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS FOR A
TERM OF THREE YEARS IN REPLACEMENT OF MR. HANS-PETER KEITEL WHOSE MANDATE EXPIRES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10 |
|
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 |
|
| 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 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.2 |
|
ACCEPTANCE
OF THE COMPENSATION REPORT 2017 (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 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1.1 |
|
RE-ELECTION
AS MEMBER AND CHAIRMAN OF THE BOARD OF DIRECTORS: MR PAUL BULCKE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1.2 |
|
RE-ELECTION
AS MEMBER OF THE BOARD OF DIRECTORS: MR ULF MARK SCHNEIDER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1.3 |
|
RE-ELECTION
AS MEMBER OF THE BOARD OF DIRECTORS: MR HENRI DE CASTRIES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1.4 |
|
RE-ELECTION
AS MEMBER OF THE BOARD OF DIRECTORS: MR BEAT W. HESS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1.5 |
|
RE-ELECTION
AS MEMBER OF THE BOARD OF DIRECTORS: MR RENATO FASSBIND |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1.6 |
|
RE-ELECTION
AS MEMBER OF THE BOARD OF DIRECTORS: MR JEAN-PIERRE ROTH |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1.7 |
|
RE-ELECTION
AS MEMBER OF THE BOARD OF DIRECTORS: MS ANN M. VENEMAN |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1.8 |
|
RE-ELECTION
AS MEMBER OF THE BOARD OF DIRECTORS: MS EVA CHENG |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1.9 |
|
RE-ELECTION
AS MEMBER OF THE BOARD OF DIRECTORS: MS RUTH K. ONIANG’O |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1.10 |
|
RE-ELECTION
AS MEMBER OF THE BOARD OF DIRECTORS: MR PATRICK AEBISCHER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1.11 |
|
RE-ELECTION
AS MEMBER OF THE BOARD OF DIRECTORS: MS URSULA M. BURNS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.2.1 |
|
ELECTION TO
THE BOARD OF DIRECTORS: MR KASPER RORSTED |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.2.2 |
|
ELECTION TO
THE BOARD OF DIRECTORS: MR PABLO ISLA |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.2.3 |
|
ELECTION TO
THE BOARD OF DIRECTORS: MS KIMBERLY A. ROSS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.3.1 |
|
ELECTION AS
MEMBER OF THE COMPENSATION COMMITTEE: MR BEAT W. HESS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.3.2 |
|
ELECTION AS
MEMBER OF THE COMPENSATION COMMITTEE: MR JEAN-PIERRE ROTH |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.3.3 |
|
ELECTION AS
MEMBER OF THE COMPENSATION COMMITTEE: MR PATRICK AEBISCHER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.3.4 |
|
ELECTION AS
MEMBER OF THE COMPENSATION COMMITTEE: MS URSULA M. BURNS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.4 |
|
ELECTION OF
THE STATUTORY AUDITORS: KPMG SA, GENEVA BRANCH |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.5 |
|
ELECTION OF
THE INDEPENDENT REPRESENTATIVE: HARTMANN DREYER, ATTORNEYS-AT-LAW |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
THE ANNUAL REPORT & ACCOUNTS 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
TO APPROVE
THE DIRECTORS’ REMUNERATION REPORT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.A |
|
TO ELECT MARK
TUCKER AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.B |
|
TO ELECT JOHN
FLINT AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.C |
|
TO RE-ELECT
KATHLEEN CASEY AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.D |
|
TO RE-ELECT
LAURA CHA AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.E |
|
TO RE-ELECT
HENRI DE CASTRIES AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.F |
|
TO RE-ELECT
LORD EVANS OF WEARDALE AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.G |
|
TO RE-ELECT
IRENE LEE AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.H |
|
TO RE-ELECT
IAIN MACKAY AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.I |
|
TO RE-ELECT
HEIDI MILLER AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.J |
|
TO RE-ELECT
MARC MOSES AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.K |
|
TO RE-ELECT
DAVID NISH AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.L |
|
TO RE-ELECT
JONATHAN SYMONDS AS A DIRECTOR |
|
Management |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| 3.M |
|
TO RE-ELECT
JACKSON TAI AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.N |
|
TO RE-ELECT
PAULINE VAN DER MEER MOHR 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 |
|
Abstain |
|
Against |
|
| 9 |
|
TO FURTHER
DISAPPLY PRE-EMPTION RIGHTS FOR ACQUISITIONS |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 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 AUTHORISE
THE DIRECTORS TO OFFER A SCRIP DIVIDEND ALTERNATIVE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 15 |
|
TO APPROVE
AMENDMENTS TO THE ARTICLES OF ASSOCIATION |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 16 |
|
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 |
|
| 1 |
|
APPROVE BOARD
OF DIRECTORS REPORT PURSUANT TO ARTICLE 28 FRACTION IV OF MEXICAN SECURITIES MARKET
LAW |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
APPROVE FINANCIAL
STATEMENTS |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
APPROVE ALLOCATION
OF INCOME |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
APPROVE REPORT
ON ADHERENCE TO FISCAL OBLIGATIONS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
ELECT OR RATIFY
DIRECTORS, MEMBERS AND CHAIRMEN OF AUDIT AND CORPORATE GOVERNANCE COMMITTEES |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
APPROVE REMUNERATION
OF DIRECTORS |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
SET MAXIMUM
AMOUNT OF SHARE REPURCHASE RESERVE APPROVE REPORT ON SHARE REPURCHASE PROGRAM |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
AUTHORIZE
BOARD TO RATIFY AND EXECUTE APPROVED RESOLUTIONS |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
AND CONSIDER THE FINANCIAL STATEMENTS FOR THE YEAR, TOGETHER WITH THE REPORTS OF
THE DIRECTORS AND AUDITOR THEREON |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
TO DECLARE
A FINAL DIVIDEND: EUR 0.12 PER ORDINARY SHARE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.A |
|
TO RE-APPOINT
MR. SIMON BALL |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.B |
|
TO RE-APPOINT
MR. THOMAS (TOM) FOLEY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.C |
|
TO RE-APPOINT
MR. PETER HAGAN |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.D |
|
TO RE-APPOINT
MS. CAROLAN LENNON |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.E |
|
TO RE-APPOINT
MR. BRENDAN MCDONAGH |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.F |
|
TO RE-APPOINT
MS. HELEN NORMOYLE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.G |
|
TO RE-APPOINT
MR. JAMES (JIM) O’HARA |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.H |
|
TO RE-APPOINT
MR. RICHARD PYM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.I |
|
TO RE-APPOINT
MS. CATHERINE WOODS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.J |
|
TO RE-APPOINT
MR. BERNARD BYRNE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.K |
|
TO RE-APPOINT
MR. MARK BOURKE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
TO AUTHORISE
THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
TO CONSIDER
THE CONTINUATION IN OFFICE OF DELOITTE AS AUDITOR |
|
Management |
|
For |
|
For |
|
| 6 |
|
TO CONSIDER
THE DIRECTORS’ REMUNERATION REPORT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
TO CONSIDER
THE REVISED REMUNERATION POLICY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
TO AUTHORISE
THE DIRECTORS TO ALLOT RELEVANT SECURITIES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9.A |
|
TO EMPOWER
THE DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9.B |
|
ADDITIONAL
AUTHORITY TO EMPOWER THE DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS FOR AN ACQUISITION
OR OTHER SPECIFIED CAPITAL INVESTMENT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10 |
|
TO AUTHORISE
THE MARKET PURCHASE BY THE COMPANY OF ITS OWN SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 11 |
|
TO DETERMINE
THE PRICE RANGE AT WHICH TREASURY SHARES MAY BE RE-ISSUED OFF-MARKET |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 12 |
|
TO AUTHORISE
THE DIRECTORS TO CALL CERTAIN GENERAL MEETINGS ON 14 CLEAR DAYS’ NOTICE |
|
Management |
|
For |
|
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 |
|
| |
|
|
|
|
|
|
|
|
|
| 1O. |
|
Election of
Director: Maria T. Zuber |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2. |
|
Approving
Our Executive Compensation (an Advisory, Non-binding “Say on Pay” Resolution) |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3. |
|
Ratifying
the Appointment of Our Independent Registered Public Accounting Firm for 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4. |
|
Stockholder
Proposal - Independent Board Chairman |
|
Shareholder |
|
Against |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
ALLOCATION
OF INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 AND SETTING OF THE DIVIDEND |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. CHRISTIAN BRET AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
RATIFICATION
OF THE CO-OPTATION OF MRS. JAYA VAIDHYANATHAN AS DIRECTOR AS A REPLACEMENT FOR MRS.
FLORENCE PARLY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
AUTHORIZATION
GRANTED TO THE BOARD OF DIRECTORS TO TRADE IN THE COMPANY’S SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE COMPONENTS
MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND ATTRIBUTABLE TO THE CHAIRMAN
AND CHIEF EXECUTIVE OFFICER FOR THE FINANCIAL YEAR 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE COMPONENTS
MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND ATTRIBUTABLE TO THE DEPUTY
CHIEF EXECUTIVE OFFICER FOR THE FINANCIAL YEAR 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
APPROVAL OF
THE COMPONENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID OR
AWARDED FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 TO MR. DOMINIQUE CERUTTI,
CHAIRMAN AND CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.10 |
|
APPROVAL OF
THE COMPONENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID OR
AWARDED FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 TO MR. CYRIL ROGER, DEPUTY
CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.11 |
|
AUTHORIZATION
GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL OF THE COMPANY BY
CANCELLING OWN SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.12 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO ISSUE SHARES AND/OR TRANSFERABLE
SECURITIES GRANTING ACCESS TO THE SHARE CAPITAL OF THE COMPANY, WITH RETENTION OF
THE PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.13 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH CAPITAL INCREASES
RESERVED FOR EMPLOYEES OF THE COMPANY AND ALTRAN GROUP COMPANIES ADHERING TO A COMPANY
SAVINGS PLAN |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.14 |
|
AUTHORIZATION
GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH THE ALLOTMENT OF FREE EXISTING
SHARES OR SHARES TO BE ISSUED FOR THE BENEFIT OF EMPLOYEES OF THE COMPANY AND COMPANIES
RELATED TO IT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.15 |
|
OVERALL LIMITATION
OF ISSUANCE AUTHORIZATIONS WITH RETENTION OR CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION
RIGHT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.16 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
REVIEW AND
APPROVAL OF THE OPERATIONS AND CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL
YEAR ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
REVIEW AND
APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
ALLOCATION
OF INCOME AND SETTING OF THE DIVIDEND |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. JOEL SECHE AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
APPOINTMENT
OF MR. CHRISTOPHE GEGOUT AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
APPOINTMENT
OF MRS. ANNE-SOPHIE LE LAY AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. GUILLAUME CADIOU AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
RENEWAL OF
THE TERM OF OFFICE OF MRS. CARINE SALVY AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
RENEWAL OF
THE TERM OF OFFICE OF GROUPE SECHE COMPANY AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.10 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. JEAN-PIERRE VALLEE AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.11 |
|
RENEWAL OF
THE TERM OF OFFICE OF KPMG SA COMPANY AS PRINCIPLE STATUTORY AUDITOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.12 |
|
APPOINTMENT
OF THE MAZARS COMPANY AS PRINCIPLE STATUTORY AUDITOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.13 |
|
NON-APPOINTMENT
OF DEPUTY STATUTORY AUDITORS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.14 |
|
APPROVAL OF
THE AGREEMENTS REFERRED TO IN ARTICLES L.225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL
CODE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.15 |
|
SETTING OF
THE AMOUNT OF ATTENDANCE FEES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.16 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE COMPENSATION
COMPONENTS ATTRIBUTABLE TO MR. JOEL SECHE AS CHAIRMAN AND CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.17 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND PAID OR ATTRIBUTED OF THE PREVIOUS FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.18 |
|
AUTHORIZATION
TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE COMPANY TO REPURCHASE ITS OWN SHARES
FOR A PERIOD OF EIGHTEEN (18) MONTHS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.19 |
|
AUTHORIZATION
TO THE BOARD OF DIRECTORS TO REDUCE THE CAPITAL BY CANCELLATION OF SHARES FOR A
PERIOD OF EIGHTEEN (18) MONTHS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.20 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUE OF SHARES OR TRANSFERABLE
SECURITIES GRANTING ACCESS TO THE CAPITAL OF THE COMPANY OR TO ONE OF ITS SUBSIDIARIES,
OR TO THE ALLOCATION OF DEBT SECURITIES, WITH RETENTION OF THE SHAREHOLDER’S
PRE-EMPTIVE SUBSCRIPTION RIGHT FOR A PERIOD OF TWENTY-SIX (26) MONTHS |
|
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 2017 TOGETHER WITH THE AUDITOR’S
REPORT THEREON |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
TO DECLARE
THE FOLLOWING TAX EXEMPT (ONE-TIER) DIVIDENDS FOR THE YEAR ENDED 31 DECEMBER 2017:
(A) A FINAL DIVIDEND OF 2.15 SINGAPORE CENTS (SGD 0.0215) PER ORDINARY SHARE; AND
(B) A SPECIAL DIVIDEND OF 3.40 SINGAPORE CENTS (SGD 0.0340) PER ORDINARY SHARE.
(2016: FINAL TAX EXEMPT (ONE-TIER) DIVIDEND OF 2.375 SINGAPORE CENTS (SGD 0.02375)
PER ORDINARY SHARE) |
|
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 LIM MING SEONG |
|
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 TENG CHEONG KWEE |
|
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 FANG ZHIXIANG |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
TO APPROVE
THE PAYMENT OF DIRECTORS’ FEES OF SGD 460,000 FOR THE YEAR ENDED 31 DECEMBER
2017 (2016: SGD 460,000) |
|
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 |
|
| 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: Ellen J. Kullman |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1g. |
|
Election of
Director: Marshall O. Larsen |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1h. |
|
Election of
Director: Harold W. McGraw III |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1i. |
|
Election of
Director: Margaret L. O’Sullivan |
|
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. |
|
Advisory Vote
to Approve Executive Compensation. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3. |
|
Approve the
UTC 2018 Long-Term Incentive Plan. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4. |
|
Appoint PricewaterhouseCoopers
LLP to Serve as Independent Auditor for 2018. |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| 5. |
|
Approve an
Amendment to the Restated Certificate of Incorporation to Eliminate Supermajority
Voting for Certain Business Combinations. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6. |
|
Shareowner
Proposal: Reduce Threshold to Call Special Meetings from 25% to 10%. |
|
Shareholder |
|
For |
|
Against |
|
| 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 |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 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. |
|
Approval of
The Goldman Sachs Amended and Restated Stock Incentive Plan (2018) |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4. |
|
Ratification
of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm
for 2018 |
|
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 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
APPROPRIATION
OF RETAINED EARNINGS AND DISTRIBUTION OF ORDINARY DIVIDEND OUT OF CAPITAL CONTRIBUTION
RESERVE: CHF 0.65 PER SHARE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
DISCHARGE
OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE GROUP EXECUTIVE BOARD FOR THE FINANCIAL
YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
APPROVAL OF
THE AGGREGATE AMOUNT OF VARIABLE COMPENSATION FOR THE MEMBERS OF THE GROUP EXECUTIVE
BOARD FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
APPROVAL OF
THE MAXIMUM AGGREGATE AMOUNT OF FIXED COMPENSATION FOR THE MEMBERS OF THE GROUP
EXECUTIVE BOARD FOR THE FINANCIAL YEAR 2019 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.1.1 |
|
RE-ELECTION
OF MEMBER OF THE BOARD OF DIRECTORS: 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: JULIE G. RICHARDSON |
|
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 |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.2.1 |
|
ELECTION OF
NEW MEMBER TO THE BOARD OF DIRECTORS: JEREMY ANDERSON |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.2.2 |
|
ELECTION OF
NEW MEMBER TO THE BOARD OF DIRECTORS: FRED HU |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.3.1 |
|
ELECTION OF
THE MEMBER OF THE COMPENSATION COMMITTEE: ANN F. GODBEHERE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.3.2 |
|
ELECTION OF
THE MEMBER OF THE COMPENSATION COMMITTEE: MICHEL DEMARE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.3.3 |
|
ELECTION OF
THE MEMBER OF THE COMPENSATION COMMITTEE: JULIE G. RICHARDSON |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.3.4 |
|
ELECTION OF
THE MEMBER OF THE COMPENSATION COMMITTEE: DIETER WEMMER |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
THE AUDITED ACCOUNTS AND THE AUDITOR’S AND DIRECTORS’ REPORT FOR THE YEAR
ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
TO APPROVE
THE DIRECTORS’ REMUNERATION REPORT (EXCLUDING THE DIRECTORS’ REMUNERATION
POLICY) FOR THE YEAR ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
TO DECLARE
A FINAL DIVIDEND OF 4.42 PENCE PER ORDINARY SHARE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
TO ELECT MARTIN
LEITCH AS A DIRECTOR |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
TO ELECT CHRISTIAN
DE CHARNACE AS A DIRECTOR |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
TO RE-ELECT
KWEK LENG BENG AS A DIRECTOR |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
TO RE-ELECT
HIS EXCELLENCY SHAUKAT AZIZ AS A DIRECTOR |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
TO RE-ELECT
DANIEL DESBAILLETS AS A DIRECTOR |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
TO RE-ELECT
SUSAN FARR AS A DIRECTOR |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 10 |
|
TO RE-ELECT
KWEK EIK SHENG AS A DIRECTOR |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 11 |
|
TO RE-ELECT
KWEK LENG PECK AS A DIRECTOR |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 12 |
|
TO RE-ELECT
GERVASE MACGREGOR AS A DIRECTOR |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 13 |
|
TO RE-APPOINT
KPMG LLP AS AUDITOR OF THE COMPANY |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 14 |
|
TO AUTHORISE
THE DIRECTORS TO DETERMINE THE AUDITOR’S REMUNERATION |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 15 |
|
TO 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 |
|
TO AUTHORISE
THE COMPANY AND ITS SUBSIDIARIES TO MAKE POLITICAL DONATIONS AND OR/POLITICAL EXPENDITURE |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 17 |
|
TO AUTHORISE
THE DIRECTORS’ TO ALLOT SHARES |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 18 |
|
TO EMPOWER
THE DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS OVER CERTAIN ISSUES OF SHARES |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 19 |
|
TO EMPOWER
THE DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS OVER CERTAIN ISSUE OF SHARES IN CONNECTION
WITH ACQUISITIONS OR CAPITAL INVESTMENTS |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 20 |
|
TO AUTHORISE
THE COMPANY TO PURCHASE ITS OWN SHARES |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 21 |
|
TO 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 |
|
| 1a. |
|
Election of
Director: Charlene Barshefsky |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1b. |
|
Election of
Director: John J. Brennan |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1c. |
|
Election of
Director: Peter Chernin |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1d. |
|
Election of
Director: Ralph de la Vega |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1e. |
|
Election of
Director: Anne L. Lauvergeon |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1f. |
|
Election of
Director: Michael O. Leavitt |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1g. |
|
Election of
Director: Theodore J. Leonsis |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1h. |
|
Election of
Director: Richard C. Levin |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1i. |
|
Election of
Director: Samuel J. Palmisano |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1j. |
|
Election of
Director: Stephen J. Squeri |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1k. |
|
Election of
Director: Daniel L. Vasella |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1l. |
|
Election of
Director: Ronald A. Williams |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1m. |
|
Election of
Director: Christopher D. Young |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2. |
|
Ratification
of appointment of PricewaterhouseCoopers LLP as independent registered public accounting
firm for 2018. |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| 3. |
|
Approval,
on an advisory basis, of the Company’s executive compensation. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4. |
|
Shareholder
proposal relating to action by written consent. |
|
Shareholder |
|
Against |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5. |
|
Shareholder
proposal relating to independent board chairman. |
|
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: Richard B. McCune |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1g. |
|
Election of
Director: Alain Monie |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1h. |
|
Election of
Director: Jeffrey S. Musser |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1i. |
|
Election of
Director: Liane J. Pelletier |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1j. |
|
Election of
Director: Tay Yoshitani |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2. |
|
Advisory Vote
to Approve Named Executive Officer Compensation |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3. |
|
Ratification
of Independent Registered Public Accounting Firm |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4. |
|
Shareholder
Proposal: Link Executive Compensation to Sustainability Performance |
|
Shareholder |
|
Against |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5. |
|
Shareholder
Proposal: Enhanced Shareholder Proxy Access |
|
Shareholder |
|
Against |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 4.A |
|
DISCUSSION
AND ADOPTION OF THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2016 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5.B |
|
DIVIDEND PROPOSAL:
DIVIDEND OF EUR 1.00 PER SHARE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
DISCHARGE
OF THE MEMBERS OF THE BOARD OF MANAGEMENT IN RESPECT OF THE MANAGEMENT ACTIVITIES
OF THE BOARD OF MANAGEMENT OVER THE PAST FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
DISCHARGE
OF THE MEMBERS OF THE SUPERVISORY BOARD FOR THE SUPERVISION OF THE MANAGEMENT ACTIVITIES
OF THE BOARD OF MANAGEMENT OVER THE PAST FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
NOMINATION
OF APPOINTMENT OF MR. J.P. DE KREIJ RA AS MEMBER OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
NOMINATION
OF REAPPOINTMENT OF MR. H.J. HAZEWINKEL RA AS MEMBER OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10 |
|
NOMINATION
OF REAPPOINTMENT OF MR. DRS. J.H. KAMPS AS MEMBER OF THE BOARD OF MANAGEMENT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 11 |
|
AUTHORIZATION
TO THE BOARD OF MANAGEMENT TO HAVE THE COMPANY ACQUIRE SHARES IN THE CAPITAL OF
THE COMPANY |
|
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 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
TO DECLARE
A FINAL DIVIDEND |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.A |
|
TO RE-ELECT
DR THE HON. SIR DAVID KWOK PO LI AS DIRECTOR |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| 3.B |
|
TO RE-ELECT
MR JOHN ANDREW HARRY LEIGH AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.C |
|
TO RE-ELECT
MR NICHOLAS TIMOTHY JAMES COLFER AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.D |
|
TO RE-ELECT
MS ADA KOON HANG TSE AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.E |
|
TO RE-ELECT
MR JAMES LINDSAY LEWIS AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.F |
|
TO RE-ELECT
MR PHILIP LAWRENCE KADOORIE 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 |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 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 |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
TO DETERMINE
THE ORDINARY REMUNERATION OF NON-EXECUTIVE DIRECTORS AND INDEPENDENT NON-EXECUTIVE
DIRECTORS |
|
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 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
ALLOCATION
OF INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017; SETTING OF THE DIVIDEND |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
THE STATUTORY
AUDITORS’ SPECIAL REPORT ON THE AGREEMENTS AND COMMITMENTS REFERRED TO IN ARTICLE
L.225-38 OF THE FRENCH COMMERCIAL CODE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
RATIFICATION
OF THE CO-OPTATION OF MR. ANDRE FRANCOIS-PONCET AS DIRECTOR, AS A REPLACEMENT FOR
MR. FREDERIC LEMOINE FOR THE REMAINDER OF THE MANDATE OF THE LATTER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. ALDO CARDOSO AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. PASCAL LEBARD AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. JEAN-MICHEL ROPERT AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
APPROVAL OF
THE COMPENSATION POLICY ELEMENTS OF THE CHAIRMAN OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.10 |
|
APPROVAL OF
THE COMPENSATION POLICY ELEMENTS OF THE CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.11 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND
BENEFITS OF ANY KIND PAID OR AWARDED TO MR. FREDERIC LEMOINE, CHAIRMAN OF THE BOARD
OF DIRECTORS UNTIL 8 MARCH 2017, FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| O.12 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND
BENEFITS OF ANY KIND PAID OR AWARDED TO MR. ALDO CARDOSO, CHAIRMAN OF THE BOARD
OF DIRECTORS AS OF 8 MARCH 2017, FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.13 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND
BENEFITS OF ANY KIND PAID OR AWARDED TO MR. DIDIER MICHAUD-DANIEL, CHIEF EXECUTIVE
OFFICER, FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.14 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO TRADE IN ORDINARY SHARES OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.15 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO ISSUE, BY PUBLIC OFFERING, ORDINARY
SHARES OF THE COMPANY AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS IMMEDIATELY
AND/OR IN THE FUTURE TO THE COMPANY’S CAPITAL AND/OR TRANSFERABLE SECURITIES
GRANTING ENTITLEMENT TO THE ALLOTMENT OF DEBT SECURITIES WITH CANCELLATION OF THE
SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.16 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO ISSUE, BY PRIVATE PLACEMENT REFERRED
TO IN ARTICLE L.411-2, II OF THE FRENCH MONETARY AND FINANCIAL CODE, ORDINARY SHARES
OF THE COMPANY AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS IMMEDIATELY AND/OR
IN THE FUTURE TO THE COMPANY’S CAPITAL AND/OR TRANSFERABLE SECURITIES GRANTING
ENTITLEMENT TO THE ALLOTMENT OF DEBT SECURITIES WITH CANCELLATION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.17 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS, IN THE EVENT OF AN ISSUE OF ORDINARY SHARES OF
THE COMPANY AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS IMMEDIATELY AND/OR IN
THE FUTURE TO THE COMPANY’S CAPITAL WITH CANCELLATION OF THE SHAREHOLDERS’
PRE-EMPTIVE SUBSCRIPTION RIGHT, TO SET THE ISSUE PRICE IN ACCORDANCE WITH THE TERMS
SET BY THE GENERAL MEETING WITHIN THE LIMIT OF 10% OF THE SHARE CAPITAL PER YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.18 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE, IN CASE OF OVERSUBSCRIPTION,
THE NUMBER OF SECURITIES TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE WITH RETENTION
OR CANCELLATION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.19 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO GRANT SHARE SUBSCRIPTION OPTIONS, ENTAILING
EXPRESS WAIVER BY THE SHAREHOLDERS OF THEIR PRE-EMPTIVE SUBSCRIPTION RIGHT, OR SHARE
PURCHASE OPTIONS IN FAVOUR OF EMPLOYEES AND/OR EXECUTIVE CORPORATE OFFICERS OF THE
GROUP |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.20 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO ALLOT FREE ORDINARY SHARES, EXISTING OR TO
BE ISSUED, OF THE COMPANY IN FAVOUR OF EMPLOYEES AND/OR CORPORATE EXECUTIVE OFFICERS
OF THE GROUP, WITH WAIVER, IPSO JURE, BY THE SHAREHOLDERS OF THEIR PRE-EMPTIVE SUBSCRIPTION
RIGHT |
|
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
2,629,540,229.80 SHALL BE APPROPRIATED AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR
4.02 PER PREFERRED SHARE AND EUR 4 PER ORDINARY SHARE EX-DIVIDEND DATE: MAY 18,
2018 PAYABLE DATE: MAY 22, 2018 |
|
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 2018 FINANCIAL YEAR: KPMG AG, BERLIN |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.1 |
|
ELECTION TO
THE SUPERVISORY BOARD: KURT BOCK |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.2 |
|
ELECTION TO
THE SUPERVISORY BOARD: REINHARD HUETTL |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.3 |
|
ELECTION TO
THE SUPERVISORY BOARD: KARL-LUDWIG KLEY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.4 |
|
ELECTION TO
THE SUPERVISORY BOARD: RENATE KOECHER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
RESOLUTION
ON THE APPROVAL OF THE COMPENSATION SYSTEM FOR THE MEMBERS OF THE BOARD OF MDS THE
COMPENSATION SYSTEM FOR THE MEMBERS OF THE BOARD OF MDS SHALL BE APPROVED |
|
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. |
|
Ratification
of Selection of Independent Registered Public Accounting Firm |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4. |
|
Approval of
Additional Shares for Two Stock Purchase Plans |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE OPERATIONS AND CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
ALLOCATION
OF INCOME AND SETTING OF THE DIVIDEND AMOUNT FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
APPROVAL OF
THE AGREEMENTS RELATING TO THE CONSOLIDATION OF THE FRENCH GAS TERMINAL AND TRANSPORT
ACTIVITIES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
APPROVAL OF
THE AGREEMENT CONCERNING THE FIRM REPURCHASE OF 11,100,000 SHARES FROM THE GOVERNMENT
TO BE PROPOSED TO EMPLOYEES IN THE CONTEXT OF THE EMPLOYEE SHAREHOLDING OPERATION
LINK 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
APPROVAL OF
THE AGREEMENT CONCERNING THE POTENTIAL FORWARD REPURCHASE FROM THE GOVERNMENT OF
A NUMBER OF SHARES UP TO 11,111,111 SHARES, DEPENDING ON THE NUMBER OF SHARES ACQUIRED
BY THE EMPLOYEES IN THE CONTEXT OF THE EMPLOYEE SHAREHOLDING OPERATION LINK 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
AUTHORIZATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO TRADE IN THE COMPANY’S SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
APPOINTMENT
OF A DIRECTOR (MR. JEAN-PIERRE CLAMADIEU |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
APPOINTMENT
OF A DIRECTOR (MR. ROSS MCINNES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.10 |
|
APPROVAL OF
THE COMPENSATION ELEMENTS DUE OR AWARDED FOR THE FINANCIAL YEAR 2017 TO MRS. ISABELLE
KOCHER, CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.11 |
|
APPROVAL,
PURSUANT TO ARTICLE L. 225-37-2 OF THE FRENCH COMMERCIAL CODE, OF THE PRINCIPLES
AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED, VARIABLE AND
EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND
ATTRIBUTABLE TO THE CHAIRMAN OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.12 |
|
APPROVAL,
PURSUANT TO ARTICLE L. 225-37-2 OF THE FRENCH COMMERCIAL CODE, OF THE PRINCIPLES
AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED, VARIABLE AND
EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND
ATTRIBUTABLE TO THE CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.13 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE, WITH RETENTION OF PRE-EMPTIVE
SUBSCRIPTION RIGHT, ON (I) THE ISSUE OF COMMON SHARES AND/OR ANY TRANSFERRABLE SECURITIES
GRANTING ACCESS TO THE CAPITAL OF THE COMPANY AND/OR SUBSIDIARIES OF THE COMPANY,
AND/OR (II) THE ISSUE OF TRANSFERRABLE SECURITIES GRANTING THE RIGHT TO THE ALLOCATION
OF DEBT SECURITIES (USABLE ONLY OUTSIDE PUBLIC OFFER PERIODS |
|
Management |
|
For |
|
For |
|
| E.14 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE, WITH CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT, ON (I) THE ISSUE OF COMMON SHARES AND/OR ANY TRANSFERRABLE SECURITIES
GRANTING ACCESS TO THE CAPITAL OF THE COMPANY AND/OR SUBSIDIARIES OF THE COMPANY,
AND/OR (II) THE ISSUE OF TRANSFERRABLE SECURITIES GRANTING THE RIGHT TO THE ALLOCATION
OF DEBT SECURITIES (USABLE ONLY OUTSIDE PUBLIC OFFER PERIODS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.15 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUE OF COMMON SHARES OR
OF VARIOUS TRANSFERRABLE SECURITIES WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION
RIGHT, IN THE CONTEXT OF AN OFFER REFERRED TO IN ARTICLE L. 411-2 II OF THE FRENCH
MONETARY AND FINANCIAL CODE (USABLE ONLY OUTSIDE PUBLIC OFFER PERIODS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.16 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE THE NUMBER OF SECURITIES TO BE
ISSUED IN THE EVENT OF THE ISSUE OF SECURITIES WITH OR WITHOUT THE PRE-EMPTIVE
SUBSCRIPTION RIGHT CARRIED OUT PURSUANT TO THE 13TH, 14TH AND 15TH RESOLUTIONS,
UP TO A LIMIT OF 15% OF THE INITIAL ISSUE (USABLE ONLY OUTSIDE PUBLIC OFFER PERIODS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.17 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO PROCEED WITH THE ISSUE OF COMMON SHARES
AND/OR VARIOUS TRANSFERRABLE SECURITIES AS CONSIDERATION FOR THE CONTRIBUTION OF
SECURITIES GRANTED TO THE COMPANY WITHIN THE LIMIT OF 10% OF THE SHARE CAPITAL (USABLE
ONLY OUTSIDE PUBLIC OFFER PERIODS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.18 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE ON, WITH RETENTION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT, (I) THE ISSUE OF COMMON SHARES AND/OR ANY TRANSFERRABLE SECURITIES
GRANTING ACCESS TO THE CAPITAL OF THE COMPANY AND/OR SUBSIDIARIES OF THE COMPANY,
AND/OR (II) THE ISSUE OF TRANSFERRABLE SECURITIES GRANTING RIGHT TO THE ALLOCATION
OF DEBT SECURITIES (USABLE ONLY DURING A PUBLIC OFFER PERIOD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.19 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE ON, WITH CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT, (I) THE ISSUE OF COMMON SHARES AND/OR ANY TRANSFERRABLE SECURITIES
GRANTING ACCESS TO THE COMPANY’S CAPITAL AND/OR SUBSIDIARIES OF THE COMPANY,
AND/OR (II) THE ISSUE OF TRANSFERRABLE SECURITIES GRANTING RIGHT TO THE ALLOCATION
OF DEBT SECURITIES (USED ONLY DURING A PUBLIC OFFER PERIOD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.20 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUE OF COMMON SHARES OR
OF VARIOUS TRANSFERRABLE SECURITIES WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION
RIGHT, IN THE CONTEXT OF AN OFFER REFERRED TO IN ARTICLE L. 411-2 IN SECTION II
OF THE FRENCH MONETARY AND FINANCIAL CODE (USABLE ONLY DURING A PUBLIC OFFER PERIOD |
|
Management |
|
For |
|
For |
|
| E.21 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE THE NUMBER OF SECURITIES TO BE
ISSUED IN THE EVENT OF THE ISSUE OF SECURITIES WITH OR WITHOUT PRE-EMPTIVE SUBSCRIPTION
RIGHT PURSUANT TO THE 18TH, 19TH AND 20TH RESOLUTIONS, IN THE LIMIT OF 15% OF THE
INITIAL ISSUE (USABLE ONLY DURING A PUBLIC OFFER PERIOD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.22 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO PROCEED WITH THE ISSUE OF COMMON SHARES
AND/OR OF VARIOUS TRANSFERRABLE SECURITIES IN CONSIDERATION FOR THE CONTRIBUTIONS
OF SECURITIES GRANTED TO THE COMPANY WITHIN THE LIMIT OF 10% OF THE SHARE CAPITAL
(USABLE ONLY DURING A PUBLIC OFFER PERIOD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.23 |
|
LIMITATION
OF THE GLOBAL CEILING OF DELEGATIONS FOR IMMEDIATE AND/OR FUTURE CAPITAL INCREASE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.24 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE TO INCREASE THE SHARE CAPITAL BY
CAPITALIZATION OF PREMIUMS, RESERVES, PROFITS OR OTHERS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.25 |
|
AUTHORIZATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELLING
TREASURY SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.26 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE TO INCREASE THE SHARE CAPITAL BY
ISSUING SHARES OR TRANSFERRABLE SECURITIES GRANTING ACCESS TO EQUITY SECURITIES
TO BE ISSUED, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, FOR THE BENEFIT
OF EMPLOYEES WHO ARE MEMBERS OF THE ENGIE GROUP’S COMPANY SAVINGS PLANS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.27 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE ON THE INCREASE OF THE SHARE CAPITAL
BY ISSUING SHARES OR TRANSFERRABLE SECURITIES GRANTING ACCESS TO EQUITY SECURITIES
TO BE ISSUED, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, IN FAVOUR
OF ANY ENTITY WHOSE SOLE AIM IS TO SUBSCRIBE, HOLD AND SELL SHARES OR OTHER FINANCIAL
INSTRUMENTS, AS PART OF THE IMPLEMENTATION OF THE ENGIE GROUP INTERNATIONAL EMPLOYEE
SHAREHOLDING PLAN |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.28 |
|
AUTHORIZATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH THE ALLOCATION OF FREE SHARES
FOR THE BENEFIT OF ALL EMPLOYEES AND CORPORATE OFFICERS OF THE ENGIE GROUP COMPANIES
(WITH THE EXCEPTION OF THE CORPORATE OFFICERS OF ENGIE COMPANY) AND OF EMPLOYEES
PARTICIPATING IN AN INTERNATIONAL EMPLOYEE SHAREHOLDING PLAN OF THE ENGIE GROUP |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.29 |
|
AUTHORIZATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH THE ALLOCATION OF FREE SHARES
FOR THE BENEFIT OF CERTAIN EMPLOYEES AND CORPORATE OFFICERS OF THE ENGIE GROUP COMPANIES
(WITH THE EXCEPTION OF CORPORATE OFFICERS OF THE ENGIE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.30 |
|
POWERS FOR
THE CARRYING OUT OF THE DECISIONS OF THE GENERAL MEETING AND FOR THE FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1a. |
|
Election of
Director: John D. Wren |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1b. |
|
Election of
Director: Alan R. Batkin |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1c. |
|
Election of
Director: Mary C. Choksi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1d. |
|
Election of
Director: Robert Charles Clark |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1e. |
|
Election of
Director: Leonard S. Coleman, Jr. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1f. |
|
Election of
Director: Susan S. Denison |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1g. |
|
Election of
Director: Ronnie S. Hawkins |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1h. |
|
Election of
Director: Deborah J. Kissire |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1i. |
|
Election of
Director: Gracia C. Martore |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1j. |
|
Election of
Director: Linda Johnson Rice |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1k. |
|
Election of
Director: Valerie M. Williams |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2. |
|
Advisory resolution
to approve executive compensation. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3. |
|
Ratification
of the appointment of KPMG LLP as the Company’s independent auditors for the
2018 fiscal year. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4. |
|
Shareholder
proposal regarding the ownership threshold for calling special shareholder meetings. |
|
Shareholder |
|
Against |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
ACCEPT FINANCIAL
STATEMENTS AND STATUTORY REPORTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
APPROVE REMUNERATION
REPORT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
APPROVE FINAL
DIVIDEND: 40.6 CENTS PER ORDINARY SHARE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
RE-ELECT JEAN-PAUL
LUKSIC AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
RE-ELECT OLLIE
OLIVEIRA AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
RE-ELECT GONZALO
MENENDEZ AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
RE-ELECT RAMON
JARA AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
RE-ELECT JUAN
CLARO AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
RE-ELECT WILLIAM
HAYES AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10 |
|
RE-ELECT TIM
BAKER AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 11 |
|
RE-ELECT ANDRONICO
LUKSIC AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 12 |
|
RE-ELECT VIVIANNE
BLANLOT AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 13 |
|
RE-ELECT JORGE
BANDE AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 14 |
|
RE-ELECT FRANCISCA
CASTRO AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 15 |
|
REAPPOINT
PRICEWATERHOUSECOOPERS LLP AS AUDITORS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 16 |
|
AUTHORISE
THE AUDIT AND RISK COMMITTEE TO FIX REMUNERATION OF AUDITORS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 17 |
|
AUTHORISE
ISSUE OF EQUITY WITH PRE-EMPTIVE RIGHTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 18 |
|
AUTHORISE
ISSUE OF EQUITY WITHOUT PRE- EMPTIVE RIGHTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 19 |
|
AUTHORISE
ISSUE OF EQUITY WITHOUT PRE- EMPTIVE RIGHTS IN CONNECTION WITH AN ACQUISITION OR
OTHER CAPITAL INVESTMENT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 20 |
|
AUTHORISE
MARKET PURCHASE OF ORDINARY SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 21 |
|
AUTHORISE
THE COMPANY TO CALL GENERAL MEETING WITH TWO WEEKS’ NOTICE |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
APPROVAL OF
THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
ALLOCATION
OF INCOME OF THE PARENT COMPANY AND SETTING OF THE DIVIDEND AT 1.75 EUR PER SHARE
FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
APPROVAL OF
THE AMENDMENT TO THE ASSISTANCE AGREEMENT CONCLUDED BETWEEN THE COMPANY AND TSA
SUBJECT TO ARTICLES L.225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL CODE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
RATIFICATION
OF THE CO-OPTATION OF MRS. ARMELLE DE MADRE AS DIRECTOR (OUTSIDE PERSON) AS A REPLACEMENT
FOR MRS. GUYLAINE DYEVRE, WHO RESIGNED ON 28 JUNE 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
RATIFICATION
OF THE CO-OPTATION OF THE FRENCH STATE AS DIRECTOR, ON THE PROPOSAL OF “THE PUBLIC
SECTOR” AS A REPLACEMENT FOR MS. ODILE RENAUD-BASSO WHO RESIGNED ON 29 JANUARY 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
RATIFICATION
OF THE CO-OPTATION OF MR. BERNARD FONTANA AS DIRECTOR, ON THE PROPOSAL OF “THE PUBLIC
SECTOR”, AS A REPLACEMENT FOR MR. LAURENT COLLET- BILLLON WHO RESIGNED ON 1 JULY
2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. CHARLES EDELSTENNE AS DIRECTOR ON THE PROPOSAL OF THE
(INDUSTRIAL PARTNER) |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. LOIK SEGALEN AS DIRECTOR ON THE PROPOSAL OF THE (INDUSTRIAL
PARTNER) |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.10 |
|
RENEWAL OF
THE TERM OF OFFICE OF MRS. ANNE-CLAIRE TAITTINGER AS DIRECTOR (OUTSIDE PERSON) |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.11 |
|
RENEWAL OF
THE TERM OF OFFICE OF MRS. ANN TAYLOR AS DIRECTOR (OUTSIDE PERSON) |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.12 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. ERIC TRAPPIER AS DIRECTOR ON THE PROPOSAL OF THE (INDUSTRIAL
PARTNER) |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.13 |
|
RENEWAL OF
THE TERM OF OFFICE OF MRS. MARIE-FRANCOISE WALBAUM AS DIRECTOR ON THE PROPOSAL OF
THE (INDUSTRIAL PARTNER) |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.14 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. PATRICE CAINE AS DIRECTOR, ON THE PROPOSAL OF “THE PUBLIC
SECTOR” |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.15 |
|
APPROVAL OF
THE COMPENSATION ELEMENTS PAID OR AWARDED TO MR. PATRICE CAINE, CHAIRMAN AND CHIEF
EXECUTIVE OFFICER AND THE ONLY CORPORATE OFFICER, FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.16 |
|
APPROVAL OF
THE COMMITMENTS REFERRED TO IN ARTICLE L.225-42-1 OF THE FRENCH COMMERCIAL CODE
RELATING TO POTENTIAL SEVERANCE PAYMENTS OF MR. PATRICE CAINE IN CERTAIN CASES OF
TERMINATION OF HIS TERM OF OFFICE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.17 |
|
APPROVAL OF
THE COMMITMENTS REFERRED TO IN ARTICLE L.225-42-1 OF THE FRENCH COMMERCIAL CODE
RELATING TO THE DEFERRED PROGRESSIVE AND CONDITIONAL COMPENSATION OF MR. PATRICE
CAINE |
|
Management |
|
For |
|
For |
|
| O.18 |
|
APPROVAL OF
THE COMMITMENTS REFERRED TO IN ARTICLE L.225-42-1 OF THE FRENCH COMMERCIAL CODE
RELATING TO THE PRIVATE UNEMPLOYMENT INSURANCE OF MR. PATRICE CAINE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.19 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA OF DETERMINING, DISTRIBUTING AND ALLOCATING THEFIXED,
VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS
OF ANY KIND ATTRIBUTABLE TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF THALES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.20 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO ALLOW THE COMPANY TO TRADE IN ITS OWN SHARES
(AT A MAXIMUM PURCHASE PRICE OF 125 EUROS PER SHARE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.21 |
|
AUTHORIZATION
GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO ALLOT FREE SHARES
(“AGA”), WITHIN THE LIMIT OF 1% OF THE CAPITAL FOR THE BENEFIT OF THALES GROUP EMPLOYEES,
WITHOUT THE PREFERENTIAL SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.22 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO DECIDE
ON THE ISSUE OF SHARES OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL
OR TRANSFERABLE SECURITIES GRANTING ENTITLEMENT TO THE ALLOTMENT OF DEBT SECURITIES,
WITH RETENTION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT FOR SHAREHOLDERS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.23 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO DECIDE
ON THE ISSUE OF SHARES OR TRANSFERABLE SECURITIES GIVING ACCESS TO THE CAPITAL,
WITH CANCELLATION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT AND THE
POSSIBILITY OF A PRIORITY PERIOD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.24 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO DECIDE
ON THE ISSUE OF SHARES OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL
WITH CANCELLATION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT, BY PRIVATE
PLACEMENT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.25 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO INCREASE
THE NUMBER OF SECURITIES TO BE ISSUED IN THE EVENT OF AN ISSUE OF THE COMPANY SHARES
OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL, WITH RETENTION OR CANCELLATION
OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, WITHIN THE LEGAL LIMIT OF 15% |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.26 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO DECIDE
ON THE ISSUE OF SHARES AND / OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL
AS REMUNERATION FOR CAPITAL SECURITIES CONTRIBUTIONS OR GRANTING ACCESS TO THE CAPITAL
OF THIRD-PARTY COMPANIES WITHIN THE LEGAL LIMIT OF 10% OF THE CAPITAL OF THE COMPANY,
WITHOUT THE PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.27 |
|
SETTING OF
THE GLOBAL LIMITS FOR ISSUES CARRIED OUT UNDER THE FIVE PREVIOUS AUTHORIZATIONS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.28 |
|
DELEGATION
OF POWERS TO THE BOARD OF DIRECTORS TO ISSUE NEW SHARES RESERVED FOR MEMBERS OF
THE GROUP SAVINGS PLAN |
|
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 Nagamatsu, Fumihiko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.7 |
|
Appoint a
Director Furuya, Kazuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.8 |
|
Appoint a
Director Joseph M. DePinto |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.9 |
|
Appoint a
Director Tsukio, Yoshio |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.10 |
|
Appoint a
Director Ito, Kunio |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.11 |
|
Appoint a
Director Yonemura, Toshiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.12 |
|
Appoint a
Director Higashi, Tetsuro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.1 |
|
Appoint a
Corporate Auditor Taniguchi, Yoshitake |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
Appoint a
Corporate Auditor Rudy, Kazuko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.3 |
|
Appoint a
Corporate Auditor Hara, Kazuhiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.4 |
|
Appoint a
Corporate Auditor Inamasu, Mitsuko |
|
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 and Executive Officers of the Company’s Subsidiaries |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1a. |
|
Election of
Director: Alessandro Bogliolo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1b. |
|
Election of
Director: Rose Marie Bravo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1c. |
|
Election of
Director: Roger N. Farah |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1d. |
|
Election of
Director: Lawrence K. Fish |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1e. |
|
Election of
Director: Abby F. Kohnstamm |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1f. |
|
Election of
Director: James E. Lillie |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1g. |
|
Election of
Director: William A. Shutzer |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1h. |
|
Election of
Director: Robert S. Singer |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1i. |
|
Election of
Director: Francesco Trapani |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1j. |
|
Election of
Director: Annie Young-Scrivner |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2. |
|
Ratification
of the selection of PricewaterhouseCoopers LLP as the Company’s independent
registered public accounting firm to audit the Company’s consolidated financial
statements for the fiscal year ending January 31, 2019. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3. |
|
Approval,
on an advisory basis, of the compensation paid to the Company’s named executive
officers in Fiscal 2017. |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1a. |
|
Election of
Director: R. Scott Rowe |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1b. |
|
Election of
Director: Ruby R. Chandy |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1c. |
|
Election of
Director: Leif E. Darner |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1d. |
|
Election of
Director: Gayla J. Delly |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1e. |
|
Election of
Director: Roger L. Fix |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1f. |
|
Election of
Director: John R. Friedery |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1g. |
|
Election of
Director: Joe E. Harlan |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1h. |
|
Election of
Director: Rick J. Mills |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1i. |
|
Election of
Director: David E. Roberts |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2. |
|
Advisory vote
on executive compensation. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3. |
|
Ratify the
appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent
registered public accounting firm for 2018. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4. |
|
A shareholder
proposal requesting the Company to adopt time- bound, quantitative, company-wide,
science-based targets for reducing greenhouse gas (GHG) emissions. |
|
Shareholder |
|
Against |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5. |
|
A shareholder
proposal requesting the Board of Directors take action to permit shareholder action
by written consent. |
|
Shareholder |
|
For |
|
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 Tako, Nobuyuki |
|
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 Ichikawa, Minami |
|
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 Seta, Kazuhiko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.8 |
|
Appoint a
Director except as Supervisory Committee Members Ikeda, Atsuo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.9 |
|
Appoint a
Director except as Supervisory Committee Members Ota, Keiji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.10 |
|
Appoint a
Director except as Supervisory Committee Members Matsuoka, Hiroyasu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.11 |
|
Appoint a
Director except as Supervisory Committee Members Ikeda, Takayuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.12 |
|
Appoint a
Director except as Supervisory Committee Members Biro, Hiroshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.13 |
|
Appoint a
Director except as Supervisory Committee Members Sumi, Kazuo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.14 |
|
Appoint a
Director except as Supervisory Committee Members Kato, Harunori |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.1 |
|
Appoint a
Director as Supervisory Committee Members Okimoto, Tomoyasu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
Appoint a
Director as Supervisory Committee Members Kobayashi, Takashi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.3 |
|
Appoint a
Director as Supervisory Committee Members Ando, Satoshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
Appoint a
Substitute Director as Supervisory Committee Members Ota, Taizo |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
ALLOCATION
OF INCOME |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
OPTION FOR
THE PAYMENT OF THE DIVIDEND IN SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
AUTHORIZATION
TO DISTRIBUTE THE INTERIM DIVIDEND WITH A PAYMENT IN SHARES OPTION |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
APPROVAL OF
THE AMENDMENTS TO SIGNIFICANT REGULATED AGREEMENTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
APPROVAL OF
A SIGNIFICANT REGULATED AGREEMENT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
APPROVAL OF
REGULATED AGREEMENTS AND COMMITMENTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. HUBERT FABRI AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.10 |
|
RENEWAL OF
THE TERM OF OFFICE OF MRS. DOMINIQUE HERIARD DUBREUIL AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.11 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. ALEXANDRE PICCIOTTO AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.12 |
|
AUTHORIZATION
GRANTED TO THE BOARD OF DIRECTORS TO ACQUIRE THE SHARES OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.13 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND PAID OR AWARDED TO MR. VINCENT BOLLORE AS CHAIRMAN AND
CHIEF EXECUTIVE OFFICER FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.14 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND PAID OR AWARDED TO MR. CYRILLE BOLLORE AS DEPUTY CHIEF
EXECUTIVE OFFICER FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.15 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS
OF ANY KIND ATTRIBUTABLE TO MR. VINCENT BOLLORE AS CHAIRMAN AND CHIEF EXECUTIVE
OFFICER FOR THE FINANCIAL YEAR 2018 |
|
Management |
|
For |
|
For |
|
| O.16 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS
OF ANY KIND, ATTRIBUTABLE TO MR. CYRILLE BOLLORE AS DEPUTY CHIEF EXECUTIVE OFFICER
FOR THE FINANCIAL YEAR 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.17 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.1 |
|
AUTHORIZATION
GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE CAPITAL BY CANCELLING SHARES PREVIOUSLY
BOUGHT BACK IN THE CONTEXT OF A SHARE BUYBACK PROGRAM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.2 |
|
AMENDMENT
TO ARTICLE 19 OF THE BY-LAWS TO INCLUDE THE CONDITIONS OF THE ACQUISITION OF THE
DOUBLE VOTING RIGHT IN ACCORDANCE WITH THE PROVISIONS OF THE LAW NO. 2014-384 OF
29 MARCH 2014, KNOWN AS THE “LOI FLORANGE”, AND TO MENTION THE TERMS FOR DISTRIBUTING
THE VOTING RIGHTS OF STRIP SECURITIES UNDER A CONSERVATION COMMITMENT IN THE CONTEXT
OF THE PROVISIONS OF ARTICLE 787 B OF THE FRENCH GENERAL TAX CODE (“PACTE DUTREIL” |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| E.3 |
|
POWERS 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 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
ALLOCATION
OF INCOME |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
OPTION FOR
THE PAYMENT OF THE DIVIDEND IN SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
AUTHORIZATION
TO DISTRIBUTE THE INTERIM DIVIDEND WITH A PAYMENT IN SHARES OPTION |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
APPROVAL OF
THE AMENDMENTS TO SIGNIFICANT REGULATED AGREEMENTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
APPROVAL OF
A SIGNIFICANT REGULATED AGREEMENT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
APPROVAL OF
REGULATED AGREEMENTS AND COMMITMENTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. HUBERT FABRI AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.10 |
|
RENEWAL OF
THE TERM OF OFFICE OF MRS. DOMINIQUE HERIARD DUBREUIL AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.11 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. ALEXANDRE PICCIOTTO AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.12 |
|
AUTHORIZATION
GRANTED TO THE BOARD OF DIRECTORS TO ACQUIRE THE SHARES OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.13 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND PAID OR AWARDED TO MR. VINCENT BOLLORE AS CHAIRMAN AND
CHIEF EXECUTIVE OFFICER FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.14 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND PAID OR AWARDED TO MR. CYRILLE BOLLORE AS DEPUTY CHIEF
EXECUTIVE OFFICER FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| O.15 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS
OF ANY KIND ATTRIBUTABLE TO MR. VINCENT BOLLORE AS CHAIRMAN AND CHIEF EXECUTIVE
OFFICER FOR THE FINANCIAL YEAR 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.16 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS
OF ANY KIND, ATTRIBUTABLE TO MR. CYRILLE BOLLORE AS DEPUTY CHIEF EXECUTIVE OFFICER
FOR THE FINANCIAL YEAR 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.17 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.1 |
|
AUTHORIZATION
GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE CAPITAL BY CANCELLING SHARES PREVIOUSLY
BOUGHT BACK IN THE CONTEXT OF A SHARE BUYBACK PROGRAM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.2 |
|
AMENDMENT
TO ARTICLE 19 OF THE BY-LAWS TO INCLUDE THE CONDITIONS OF THE ACQUISITION OF THE
DOUBLE VOTING RIGHT IN ACCORDANCE WITH THE PROVISIONS OF THE LAW NO. 2014-384 OF
29 MARCH 2014, KNOWN AS THE “LOI FLORANGE”, AND TO MENTION THE TERMS FOR DISTRIBUTING
THE VOTING RIGHTS OF STRIP SECURITIES UNDER A CONSERVATION COMMITMENT IN THE CONTEXT
OF THE PROVISIONS OF ARTICLE 787 B OF THE FRENCH GENERAL TAX CODE (“PACTE DUTREIL”) |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| E.3 |
|
POWERS 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 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
ALLOCATION
OF INCOME |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
APPROVAL OF
REGULATED AGREEMENTS AND COMMITMENTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
AUTHORIZATION
GRANTED TO THE BOARD OF DIRECTORS TO ACQUIRE THE COMPANY’S SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND PAID OR AWARDED FOR THE FINANCIAL YEAR 2017 TO MR. VINCENT
BOLLORE AS CHAIRMAN OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND PAID OR AWARDED TO MR. CEDRIC DE BAILLIENCOURT AS CHIEF
EXECUTIVE OFFICER UNTIL 01ST SEPTEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND PAID OR AWARDED TO MR. CYRILLE BOLLORE AS CHIEF EXECUTIVE
OFFICER SINCE 01ST SEPTEMBER 2017 |
|
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 appointment of independent registered public accounting firm for 2018. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3. |
|
Say on Pay
- an advisory vote on the approval of executive compensation. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4. |
|
Proposal to
approve an amendment to the Company’s Certificate of Incorporation to reduce
the ownership threshold for our stockholders’ right to call special meetings. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5. |
|
Stockholder
proposal regarding executive pay confidential voting. |
|
Shareholder |
|
Against |
|
For |
|
| 3 |
|
TO APPROVE
THE PAYMENT OF DIRECTORS’ BENEFITS-IN-KIND FOR THE PERIOD FROM 1 JANUARY 2018
UNTIL THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY IN 2019 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
TO RE-ELECT
THE FOLLOWING PERSON AS DIRECTOR OF THE COMPANY PURSUANT TO PARAGRAPH 99 OF THE
COMPANY’S CONSTITUTION: TAN SRI LIM KOK THAY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
TO RE-ELECT
THE FOLLOWING PERSON AS DIRECTOR OF THE COMPANY PURSUANT TO PARAGRAPH 99 OF THE
COMPANY’S CONSTITUTION: MR TEO ENG SIONG |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
TO RE-ELECT
THE FOLLOWING PERSON AS DIRECTOR OF THE COMPANY PURSUANT TO PARAGRAPH 104 OF THE
COMPANY’S CONSTITUTION: TUN MOHAMMED HANIF BIN OMAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
TO RE-ELECT
THE FOLLOWING PERSON AS DIRECTOR OF THE COMPANY PURSUANT TO PARAGRAPH 104 OF THE
COMPANY’S CONSTITUTION: TAN SRI DATO’ SERI ALWI JANTAN |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
TO RE-ELECT
THE FOLLOWING PERSON AS DIRECTOR OF THE COMPANY PURSUANT TO PARAGRAPH 104 OF THE
COMPANY’S CONSTITUTION: TAN SRI CLIFFORD FRANCIS HERBERT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
TO RE-APPOINT
PRICEWATERHOUSECOOPERS PLT AS AUDITORS OF THE COMPANY AND TO AUTHORISE THE DIRECTORS
TO FIX THEIR REMUNERATION |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10 |
|
AUTHORITY
TO DIRECTORS PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 11 |
|
PROPOSED RENEWAL
OF THE AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 12 |
|
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 |
|
| O.5 |
|
APPROVAL OF
THE TERMS OF THE AGREEMENTS AND OPERATIONS REFERRED TO IN ARTICLES L.225-38 AND
FOLLOWING OF THE FRENCH COMMERCIAL CODE MENTIONED IN THE STATUTORY AUDITORS’
SPECIAL REPORT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
APPOINTMENT
OF MRS. COLETTE ROBERT AS NEW DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
APPOINTMENT
OF MRS. ISABELLE PARIZE AS NEW DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS
OF ANY KIND ATTRIBUTABLE, BY VIRTUE OF THEIR MANDATE, TO THE CHIEF EXECUTIVE OFFICERS
AND DEPUTY CHIEF EXECUTIVE OFFICERS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
APPROVAL OF
THE COMPENSATION ELEMENTS DUE OR ALLOCATED, BY VIRTUE OF THEIR MANDATE, TO THE CHIEF
EXECUTIVE OFFICERS AND DEPUTY CHIEF EXECUTIVE OFFICERS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.10 |
|
AUTHORIZATION
TO THE BOARD OF DIRECTORS TO PROCEED WITH THE ALLOCATION OF FREE SHARES OF THE COMPANY
FOR THE BENEFIT OF EMPLOYEES AND/OR MANAGERS OF THE COMPANY, ENTAILING A WAIVER,
IPSO JURE, OF THE SHAREHOLDERS TO THEIR PRE-EMPTIVE SUBSCRIPTION RIGHT FOR THE BENEFIT
OF BENEFICIARIES OF THE FREE SHARES. AUTHORIZATION TO THE BOARD OF DIRECTORS TO
PROCEED WITH A CAPITAL INCREASE, WITHIN THE LIMIT OF 10% OF THE SHARE CAPITAL |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.11 |
|
DELEGATION
TO THE BOARD OF DIRECTORS TO IMPLEMENT THE AUTHORIZATION REFERRED TO IN THE 9TH
RESOLUTION UNDER THE CONDITIONS MENTIONED ABOVE IN ORDER TO SET THE CONDITIONS AND
CRITERIA FOR THE ALLOCATION TO BE GRANTED TO THE BENEFICIARIES, AND THE NUMBER OF
SHARES TO BE ALLOCATED TO EACH OF THEM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.12 |
|
PURSUANT TO
THE LAW, THE ANNUAL GENERAL MEETING WILL BE INFORMED, IN A SPECIAL REPORT DRAWN
UP FOR THIS PURPOSE BY THE BOARD OF DIRECTORS, OF THE ALLOTMENTS OF FREE SHARES
CARRIED OUT ACCORDING TO THE AUTHORIZATION GRANTED UNDER THE NINTH RESOLUTION. THIS
REPORT MUST CONTAIN ALL THE INFORMATION REFERRED TO IN ARTICLE L 225-197-4 OF THE
FRENCH COMMERCIAL CODE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.13 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
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, 2018. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3. |
|
The approval
of amendments to Alphabet’s 2012 Stock Plan to increase the share reserve by
11,500,000 shares of Class C capital stock and to prohibit the repricing of stock
options granted under the 2012 Stock Plan without stockholder approval. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4. |
|
A stockholder
proposal regarding equal shareholder voting, if properly presented at the meeting. |
|
Shareholder |
|
Against |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5. |
|
A stockholder
proposal regarding a lobbying report, if properly presented at the meeting. |
|
Shareholder |
|
Against |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6. |
|
A stockholder
proposal regarding a report on gender pay, if properly presented at the meeting. |
|
Shareholder |
|
Against |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7. |
|
A stockholder
proposal regarding simple majority vote, if properly presented at the meeting. |
|
Shareholder |
|
Against |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8. |
|
A stockholder
proposal regarding a sustainability metrics report, if properly presented at the
meeting. |
|
Shareholder |
|
Against |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9. |
|
A stockholder
proposal regarding board diversity and qualifications, if properly presented at
the meeting. |
|
Shareholder |
|
Against |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10. |
|
A stockholder
proposal regarding a report on content governance, if properly presented at the
meeting. |
|
Shareholder |
|
Against |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
ACCEPT FINANCIAL
STATEMENTS AND STATUTORY REPORTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
APPROVE FINAL
DIVIDEND: DIVIDEND OF 37.3 PENCE PER ORDINARY SHARE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
APPROVE REMUNERATION
REPORT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
RE-ELECT:
ROBERTO QUARTA AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
RE-ELECT:
DR JACQUES AIGRAIN AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
RE-ELECT:
RUIGANG LI AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
RE-ELECT:
PAUL RICHARDSON AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
RE-ELECT:
HUGO SHONG AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
RE-ELECT:
SALLY SUSMAN AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10 |
|
RE-ELECT:
SOLOMON TRUJILLO AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 11 |
|
RE-ELECT:
SIR JOHN HOOD AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 12 |
|
RE-ELECT:
NICOLE SELIGMAN AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 13 |
|
RE-ELECT:
DANIELA RICCARDI AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 14 |
|
RE-ELECT:
TAREK FARAHAT AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 15 |
|
REAPPOINT
DELOITTE LLP AS AUDITORS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 16 |
|
AUTHORISE
THE AUDIT COMMITTEE TO FIX REMUNERATION OF AUDITORS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 17 |
|
AUTHORISE
ISSUE OF EQUITY WITH PRE-EMPTIVE RIGHTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 18 |
|
AUTHORISE
MARKET PURCHASE OF ORDINARY SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 19 |
|
AUTHORISE
ISSUE OF EQUITY WITHOUT PRE- EMPTIVE RIGHTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 20 |
|
AUTHORISE
ISSUE OF EQUITY WITHOUT PRE- EMPTIVE RIGHTS IN CONNECTION WITH AN ACQUISITION OR
OTHER CAPITAL INVESTMENT |
|
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 Yuasa, Hideo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
Appoint a
Director Nakachi, Masakazu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.3 |
|
Appoint a
Director Yamamori, Seiji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.4 |
|
Appoint a
Director Tomori, Katsuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.5 |
|
Appoint a
Director Oroku, Kunio |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.6 |
|
Appoint a
Director Ishimine, Denichiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.7 |
|
Appoint a
Director Ishikawa, Yuzo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.8 |
|
Appoint a
Director Tanaka, Takashi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
Appoint a
Corporate Auditor Kadekaru, Yoshio |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
Approve Payment
of Bonuses to Corporate Officers |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
Approve Details
of the Performance-based Stock Compensation 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, Transition to a Company with Supervisory Committee, Clarify
the Maximum Size of the Board of Directors to 14, Adopt Reduction of Liability System
for Non-Executive Directors |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.1 |
|
Appoint a
Director except as Supervisory Committee Members Hatanaka, Yoshihiko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
Appoint a
Director except as Supervisory Committee Members Yasukawa, Kenji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.3 |
|
Appoint a
Director except as Supervisory Committee Members Aizawa, Yoshiharu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.4 |
|
Appoint a
Director except as Supervisory Committee Members Sekiyama, Mamoru |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.5 |
|
Appoint a
Director except as Supervisory Committee Members Yamagami, Keiko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1 |
|
Appoint a
Director as Supervisory Committee Members Fujisawa, Tomokazu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.2 |
|
Appoint a
Director as Supervisory Committee Members Sakai, Hiroko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.3 |
|
Appoint a
Director as Supervisory Committee Members Kanamori, Hitoshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.4 |
|
Appoint a
Director as Supervisory Committee Members Uematsu, Noriyuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.5 |
|
Appoint a
Director as Supervisory Committee Members Sasaki, Hiroo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
Appoint a
Substitute Director as Supervisory Committee Members Shibumura, Haruko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
Amend the
Compensation to be received by Directors except as Supervisory Committee Members |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
Amend the
Compensation to be received by Directors as Supervisory Committee Members |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
Approve Payment
of the Stock Compensation to Directors except as Supervisory Committee Members |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
Approve Payment
of Bonuses to Directors |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE CORPORATE ANNUAL FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER
2017 - APPROVAL OF NON-DEDUCTIBLE EXPENSES AND COSTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
ALLOCATION
OF INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 AND SETTING OF THE DIVIDEND |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
STATUTORY
AUDITOR’S SPECIAL REPORT ON THE REGULATED AGREEMENTS AND COMMITMENTS - ACKNOWLEDGEMENT
OF THE ABSENCE OF NEW AGREEMENT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. MARC EISENBERG AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. GERALD ATTIA AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
RENEWAL OF
THE TERM OF OFFICE OF MRS. JANE SEROUSSI AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ALL KINDS PAID OR AWARDED IN RESPECT OF THE PAST FINANCIAL YEAR
TO MR. SIMON AZOULAY, CHAIRMAN AND CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ALL KINDS PAID OR AWARDED IN RESPECT OF THE PAST FINANCIAL YEAR
TO MR. GERALD ATTIA, DEPUTY CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.10 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ALL KINDS PAID OR AWARDED IN RESPECT OF THE PAST FINANCIAL YEAR
TO MR. BRUNO BENOLIEL, DEPUTY CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.11 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ALL KINDS PAID OR AWARDED IN RESPECT OF THE PAST FINANCIAL YEAR
TO MR. PIERRE MARCEL, DEPUTY CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| O.12 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS
OF ANY KIND ATTRIBUTABLE TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.13 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS
OF ANY KIND ATTRIBUTABLE TO THE DEPUTY CHIEF EXECUTIVE OFFICERS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.14 |
|
AUTHORIZATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO ALLOW THE COMPANY TO BUY BACK ITS OWN
SHARES UNDER THE PROVISIONS OF ARTICLE L. 225-209 OF THE FRENCH COMMERCIAL CODE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.15 |
|
AUTHORIZATION
TO BE GRANTED TO THE BOARD OF DIRECTORS IN ORDER TO FREELY ALLOT SHARES TO SALARIED
EMPLOYEES OF THE COMPANY OR RELATED COMPANIES OR ECONOMIC INTEREST GROUPS AND/OR
CERTAIN CORPORATE OFFICERS OF COMPANIES OR ECONOMIC INTEREST GROUPS RELATED TO THE
COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.16 |
|
ALIGNMENT
OF ARTICLES 16, 17 AND 20 OF THE BYLAWS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.17 |
|
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 Mikiya, Toshio |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2 |
|
Appoint a
Director Ogata, Akinobu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.3 |
|
Appoint a
Director Nishida, Yutaka |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.4 |
|
Appoint a
Director Takata, Yoko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.5 |
|
Appoint a
Director Ishizawa, Masamitsu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.6 |
|
Appoint a
Director Mori, Kenji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.7 |
|
Appoint a
Director Arai, Kazunari |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.8 |
|
Appoint a
Director Inoue, Mitsuhiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.9 |
|
Appoint a
Director Chiba, Takashi |
|
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 |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
Approve Provision
of Retirement Allowance for Retiring 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 Kitamura, Naoki |
|
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 Yamauchi, Susumu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.6 |
|
Appoint a
Director Amano, Futomichi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.7 |
|
Appoint a
Director Aoyama, Shigehiro |
|
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 Lekh Juneja |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.4 |
|
Appoint a
Director Saito, Masaya |
|
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 Yamada, Tetsumasa |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.8 |
|
Appoint a
Director Uemura, Hideto |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.9 |
|
Appoint a
Director Rikiishi, Masako |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.10 |
|
Appoint a
Director Segi, Hidetoshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.11 |
|
Appoint a
Director Yamada, Yasuhiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.12 |
|
Appoint a
Director Matsunaga, Mari |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.13 |
|
Appoint a
Director Torii, Shingo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
Appoint a
Corporate Auditor Masumoto, Takeshi |
|
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: Jeffrey C. Campbell |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1e. |
|
Re-election
of Director: Fulvio Conti |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1f. |
|
Re-election
of Director: Cheryl A. Francis |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1g. |
|
Re-election
of Director: J. Michael Losh |
|
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
to approve the directors’ remuneration report. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4. |
|
Receipt of
Aon’s annual report and accounts, together with the reports of the directors
and auditors, for the year ended December 31, 2017. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5. |
|
Ratification
of the appointment of Ernst & Young LLP as Aon’s Independent Registered
Public Accounting Firm. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6. |
|
Re-appointment
of Ernst & Young LLP as Aon’s U.K. statutory auditor under the Companies
Act of 2006. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7. |
|
Authorization
of the Board of Directors to determine the remuneration of Aon’s U.K. statutory
auditor. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8. |
|
Approval of
forms of share repurchase contracts and repurchase counterparties. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9. |
|
Authorize
the Board of Directors to exercise all powers of Aon to allot shares. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10. |
|
Authorize
the Board of Directors to allot equity securities for cash without rights of preemption. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 11. |
|
Authorize
Aon and its subsidiaries to make political donations or expenditures. |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
Appoint a
Director Adachi, Tamotsu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.2 |
|
Appoint a
Director Iwata, Shinjiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.3 |
|
Appoint a
Director Fukuhara, Kenichi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.4 |
|
Appoint a
Director Kobayashi, Hitoshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.5 |
|
Appoint a
Director Takiyama, Shinya |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.6 |
|
Appoint a
Director Yamasaki, Masaki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.7 |
|
Appoint a
Director Tsujimura, Kiyoyuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.8 |
|
Appoint a
Director Fukutake, Hideaki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.9 |
|
Appoint a
Director Yasuda, Ryuji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.10 |
|
Appoint a
Director Kuwayama, Nobuo |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
Appoint a
Director except as Supervisory Committee Members Kawabe, Kentaro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.2 |
|
Appoint a
Director except as Supervisory Committee Members Miyasaka, Manabu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.3 |
|
Appoint a
Director except as Supervisory Committee Members Son, Masayoshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.4 |
|
Appoint a
Director except as Supervisory Committee Members Miyauchi, Ken |
|
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 |
|
Appoint a
Director as Supervisory Committee Members Kimiwada, Kazuko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.1 |
|
Appoint a
Substitute Director as Supervisory Committee Members Tobita, Hiroshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
Appoint a
Substitute Director as Supervisory Committee Members Morikawa, Hiroshi |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
Amend Articles
to: Eliminate the Articles Related to Counselors and Advisors |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.1 |
|
Appoint a
Director Sone, Hirozumi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
Appoint a
Director Iwasaki, Masato |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.3 |
|
Appoint a
Director Hojo, Yoshimitsu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.4 |
|
Appoint a
Director Yokota, Takayuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.5 |
|
Appoint a
Director Hamada, Kazuyasu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.6 |
|
Appoint a
Director Sasaki, Tadayuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.7 |
|
Appoint a
Director Eugene H. Lee |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.8 |
|
Appoint a
Director Tanabe, Katsuhiko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.9 |
|
Appoint a
Director Ito, Takeshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.10 |
|
Appoint a
Director Fujiso, Waka |
|
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: Richard K. Davis |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1f. |
|
Election of
director: Steven J. Freiberg |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1g. |
|
Election of
director: Julius Genachowski |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1h. |
|
Election of
director: Choon Phong Goh |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1i. |
|
Election of
director: Merit E. Janow |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1j. |
|
Election of
director: Nancy Karch |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1k. |
|
Election of
director: Oki Matsumoto |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1l. |
|
Election of
director: Rima Qureshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1m. |
|
Election of
director: Jose Octavio Reyes Lagunes |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1n. |
|
Election of
director: Jackson Tai |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2. |
|
Advisory approval
of Mastercard’s executive compensation |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3. |
|
Ratification
of the appointment of PricewaterhouseCoopers LLP as the independent registered public
accounting firm for Mastercard for 2018 |
|
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 Tsugawa, Kazuto |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.1 |
|
Appoint a
Director as Supervisory Committee Members Yasukata, Yosuke |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
Appoint a
Director as Supervisory Committee Members Matsuo, Shinichi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
Approve Provision
of Retirement Allowance for Retiring Directors |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
Approve Payment
of Accrued Benefits associated with Abolition of Retirement Benefit System for Current
Directors |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
Approve Details
of the Restricted-Share Compensation Plan to be received by Directors except as
Supervisory Committee Members |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1. |
|
Renewal of
the term of office of Mr. Jean-Baptiste Rudelle as Director. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2. |
|
Renewal of
the term of office of Ms. Sharon Fox Spielman as Director. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3. |
|
Renewal of
the term of office of Mr. Edmond Mesrobian as Director. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4. |
|
Renewal of
the term of office of Mr. James Warner as Director. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5. |
|
Non-binding
advisory vote to approve the compensation for the named executive officers of the
Company. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6. |
|
Approval of
the statutory financial statements for the fiscal year ended December 31, 2017. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7. |
|
Approval of
the consolidated financial statements for the fiscal year ended December 31, 2017. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8. |
|
Discharge
(quitus) of the members of the Board of Directors and the statutory auditors for
the performance of their duties for the fiscal year ended December 31, 2017. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9. |
|
Approval of
the allocation of profits for the fiscal year ended December 31, 2017. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10. |
|
Approval of
the agreements referred to in Articles L. 225-38 et seq. of the French Commercial
Code. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 11. |
|
Renewal of
the term of office of RBB Business Advisors (previously named Rouer, Bernard, Bretout)
as statutory auditor. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 12. |
|
Delegation
of authority to the Board of Directors to execute a buyback of Company stock in
accordance with Article L. 225-209-2 of the French Commercial Code. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 13. |
|
Delegation
of authority to the Board of Directors to reduce the Company’s share capital
by cancelling shares as part of the authorization to the Board of Directors allowing
the Company to buy back its own shares in accordance with the provisions of Article
L. 225-209-2 of the French Commercial Code. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 14. |
|
Delegation
of authority to the Board of Directors to issue and grant warrants (bons de souscription
d’actions) for the benefit of a category of persons meeting predetermined criteria,
without shareholders’ preferential subscription rights. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 15. |
|
Approval of
the overall limits on the amount of ordinary shares to be issued pursuant to Resolution
15, Resolution 16 and Resolution 17, adopted by the Annual General Meeting of Shareholders
held on June 28, 2017 and to Resolution 14 above. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 16. |
|
Delegation
of authority to the Board of Directors to increase the Company’s share capital
by issuing ordinary shares, or any securities giving access to the Company’s
share capital, through a public offering, without shareholders’ preferential
subscription rights. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 17. |
|
Delegation
of authority to the Board of Directors to increase the Company’s share capital
by issuing ordinary shares, or any securities giving access to the Company’s
share capital, in the context of a private placement, without shareholders’
preferential subscription rights. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 18. |
|
Delegation
of authority to the Board of Directors to increase the Company’s share capital
by issuing ordinary shares, or any securities giving access to the Company’s
share capital, while preserving the shareholders’ preferential subscription
rights. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 19. |
|
Delegation
of authority to the Board of Directors to increase the Company’s share capital
by issuing ordinary shares, or any securities giving access to the Company’s
share capital, for the benefit of a category of persons meeting predetermined criteria
(underwriters), without shareholders’ preferential subscription rights. |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.1 |
|
Appoint a
Director Inaba, Yoshiharu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2 |
|
Appoint a
Director Yamaguchi, Kenji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.3 |
|
Appoint a
Director Uchida, Hiroyuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.4 |
|
Appoint a
Director Gonda, Yoshihiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.5 |
|
Appoint a
Director Inaba, Kiyonori |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.6 |
|
Appoint a
Director Noda, Hiroshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.7 |
|
Appoint a
Director Kohari, Katsuo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.8 |
|
Appoint a
Director Matsubara, Shunsuke |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.9 |
|
Appoint a
Director Okada, Toshiya |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.10 |
|
Appoint a
Director Richard E. Schneider |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.11 |
|
Appoint a
Director Tsukuda, Kazuo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.12 |
|
Appoint a
Director Imai, Yasuo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.13 |
|
Appoint a
Director Ono, Masato |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
Appoint a
Corporate Auditor Sumikawa, Masaharu |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO ADOPT FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
TO DECLARE
DIVIDEND |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
TO APPOINT
SRI ACHAL KUMAR GUPTA AS AN DIRECTOR IN PLACE OF SRI CHERYAN VARKEY, DIRECTOR, RETIRING
BY ROTATION |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
TO APPOINT
STATUTORY CENTRAL AUDITORS OF THE BANK AND FIXING THEIR REMUNERATION: RESOLVED THAT
SUBJECT TO THE APPROVAL OF RESERVE BANK OF INDIA (“RBI”) AND PURSUANT TO THE PROVISIONS
OF SECTIONS 139, 141, 142AND OTHER APPLICABLE PROVISIONS, IF ANY, OFTHE COMPANIES
ACT, 2013 READ WITH THE UNDERLYING RULES VIZ., COMPANIES (AUDIT AND AUDITORS) RULES,
2014 AS MAY BE APPLICABLE AND THE BANKING REGULATION ACT, 1949, (INCLUDING ANY STATUTORY
MODIFICATION(S) OR RE-ENACTMENT(S) THEREOF FOR THE TIME BEING IN FORCE) AND THE
RULES, CIRCULARS AND GUIDELINES ISSUED BY THE RESERVE BANK OF INDIA, FROM TIME TO
TIME AND SUBJECT TO APPROVAL OF AND SUCH OTHER REGULATORY AUTHORITIES, AS MAY BE
APPLICABLE, ANY ONE OF THE FOLLOWING FIRMS OF CHARTERED ACCOUNTANTS BE AND IS HEREBY
APPOINTED AS STATUTORY CENTRAL AUDITORS OF THE BANK FOR THE PERIOD COMMENCING FROM
THE CONCLUSION OF THIS ANNUAL GENERAL MEETING UNTIL THE CONCLUSION OF THE NEXT ANNUAL
GENERAL MEETING OF THE BANK ON SUCH REMUNERATION AS SHALL BE DECIDED BY THE BOARD
OF DIRECTORS OR ANY COMMITTEE THEREOF. 1) M/S. DELOITTE HASKINS & SELLS, CHARTERED
ACCOUNTANTS, CHENNAI (FIRM REGN. NO. 008072S); 2) M/S S. R. BATLIBOI & CO.
LLP, CHARTERED ACCOUNTANTS, MUMBAI (FIRM REGN. NO. 301003E/E300005); 3) M/S WALKER
CHANDIOK & CO. LLP, CHARTERED ACCOUNTANTS KOCHI (FIRM REGN. NO.001076N/N500013) |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
TO APPOINT
BRANCH AUDITORS IN CONSULTATION WITH STATUTORY AUDITORS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
TO RATIFY
THE APPOINTMENT OF SRI SALIM GANGADHARAN AS NON-EXECUTIVE PART TIME CHAIRMAN AND
APPROVE THE PAYMENT OF REMUNERATION AND OTHER TERMS AND CONDITIONS OF APPOINTMENT
FOR A PERIOD OF 3 YEARS W.E.F. 02.11.2016 TO 01.11.2019 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
TO RE-APPOINT
SRI V. G. MATHEW AS MANAGING DIRECTOR & CEO AND APPROVE THE PAYMENT OF REMUNERATION
AND OTHER TERMS AND CONDITIONS OF APPOINTMENT FOR A PERIOD OF 3 YEARS W.E.F. 01.10.2017
TO 30.09.2020 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
TO PASS A
SPECIAL RESOLUTION FOR EXERCISING THE BORROWING POWERS OF THE BANK PURSUANT TO SECTION
180(1)(C) OF THE COMPANIES ACT, 2013 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
TO AUGMENT
THE PAID-UP CAPITAL OF THE BANK BY FURTHER ISSUE OF SHARES |
|
Management |
|
For |
|
For |
|
| |
| 10 |
|
TO APPROVE
THE BORROWING / RAISING FUNDS IN INDIAN /FOREIGN CURRENCY BY ISSUE OF DEBT SECURITIES
UPTO RS.500 CRORE ON PRIVATE PLACEMENT BASIS |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
THE ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 MARCH 2017 (THE “ANNUAL REPORT
AND ACCOUNTS”), TOGETHER WITH THE REPORTS OF THE DIRECTORS OF MITIE (THE “DIRECTORS”)
AND AUDITORS THEREON |
|
Management |
|
For |
|
For |
|
| |
| 2 |
|
TO APPROVE
THE DIRECTORS’ REMUNERATION REPORT (EXCLUDING THE DIRECTORS’ REMUNERATION
POLICY) FOR THE YEAR ENDED 31 MARCH 2017, AS SET OUT ON PAGES 74 TO 86 OF THE ANNUAL
REPORT AND ACCOUNTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
TO ELECT DEREK
MAPP AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
TO ELECT PHIL
BENTLEY AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
TO ELECT SANDIP
MAHAJAN AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
TO ELECT NIVEDITA
KRISHNAMURTHY BHAGAT AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
TO RE-ELECT
LARRY HIRST, CBE AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
TO RE-ELECT
JACK BOYER, OBE AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
TO RE-ELECT
MARK RECKITT AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10 |
|
TO RE-APPOINT
DELOITTE LLP AS AUDITORS OF MITIE TO HOLD OFFICE FROM THE CONCLUSION OF THE AGM
UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING BEFORE WHICH ACCOUNTS ARE LAID |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 11 |
|
TO AUTHORISE
THE AUDIT COMMITTEE TO DETERMINE THE REMUNERATION OF THE AUDITORS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 12 |
|
POLITICAL
DONATIONS |
|
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 |
|
| |
|
|
|
|
|
|
|
|
|
| 1.9 |
|
Appoint a
Director Misuta, Akio |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
Approve Details
of the Performance-based Stock Compensation to be received by Directors |
|
Management |
|
For |
|
For |
|
| 2 |
|
APPROPRIATION
OF PROFITS: ON 31 MARCH 2017, THE RETAINED EARNINGS AVAILABLE FOR DISTRIBUTION AMOUNTED
TO CHF 6 369 008 400. THE BOARD OF DIRECTORS PROPOSES THAT A DIVIDEND OF CHF 1.80
BE PAID PER RICHEMONT SHARE. THIS IS EQUIVALENT TO CHF 1.80 PER ‘A’ REGISTERED
SHARE IN THE COMPANY AND CHF 0.18 PER ‘B’ REGISTERED SHARE IN THE COMPANY.
THIS REPRESENTS A TOTAL DIVIDEND PAYABLE OF CHF 1 033 560 000, SUBJECT TO A WAIVER
BY RICHEMONT EMPLOYEE BENEFITS LIMITED, A WHOLLY OWNED SUBSIDIARY, OF ITS ENTITLEMENT TO
RECEIVE DIVIDENDS ON AN ESTIMATED 10 MILLION RICHEMONT 'A' SHARES HELD IN
TREASURY. THE BOARD OF DIRECTORS PROPOSES THAT THE REMAINING AVAILABLE RETAINED
EARNINGS OF THE COMPANY AT 31 MARCH 2017, AFTER PAYMENT OF THE DIVIDEND, BE CARRIED
FORWARD TO THE FOLLOWING BUSINESS YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
RELEASE OF
THE BOARD OF DIRECTORS: THE BOARD OF DIRECTORS PROPOSES THAT ITS MEMBERS BE RELEASED
FROM THEIR OBLIGATIONS IN RESPECT OF THE BUSINESS YEAR ENDED 31 MARCH 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1 |
|
RE-ELECTION
OF JOHANN RUPERT AS A MEMBER AND AS CHAIRMAN OF THE BOARD FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.2 |
|
RE-ELECTION
OF THE BOARD OF DIRECTOR: JOSUA MALHERBE FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.3 |
|
RE-ELECTION
OF THE BOARD OF DIRECTOR: JEAN-BLAISE ECKERT FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.4 |
|
RE-ELECTION
OF THE BOARD OF DIRECTOR: RUGGERO MAGNONI FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| |
| 4.5 |
|
RE-ELECTION
OF THE BOARD OF DIRECTOR: JEFF MOSS FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.6 |
|
RE-ELECTION
OF THE BOARD OF DIRECTOR: GUILLAUME PICTET FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.7 |
|
RE-ELECTION
OF THE BOARD OF DIRECTOR: ALAN QUASHA FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.8 |
|
RE-ELECTION
OF THE BOARD OF DIRECTOR: MARIA RAMOS FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.9 |
|
RE-ELECTION
OF THE BOARD OF DIRECTOR: JAN RUPERT FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.10 |
|
RE-ELECTION
OF THE BOARD OF DIRECTOR: GARY SAAGE FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.11 |
|
RE-ELECTION
OF THE BOARD OF DIRECTOR: CYRILLE VIGNERON FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.12 |
|
ELECTION OF
THE BOARD OF DIRECTOR: NIKESH ARORA FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.13 |
|
ELECTION OF
THE BOARD OF DIRECTOR: NICOLAS BOS FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.14 |
|
ELECTION OF
THE BOARD OF DIRECTOR: CLAY BRENDISH FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.15 |
|
ELECTION OF
THE BOARD OF DIRECTOR: BURKHART GRUND FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.16 |
|
ELECTION OF
THE BOARD OF DIRECTOR: KEYU JIN FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.17 |
|
ELECTION OF
THE BOARD OF DIRECTOR: JEROME LAMBERT FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.18 |
|
ELECTION OF
THE BOARD OF DIRECTOR: VESNA NEVISTIC FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.19 |
|
ELECTION OF
THE BOARD OF DIRECTOR: ANTON RUPERT FOR A TERM OF ONE YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5.1 |
|
ELECTION OF
THE COMPENSATION COMMITTEE MEMBER FOR A TERM OF ONE YEAR: CLAY BRENDISH |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5.2 |
|
ELECTION OF
THE COMPENSATION COMMITTEE MEMBER FOR A TERM OF ONE YEAR: GUILLAUME PICTET |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5.3 |
|
ELECTION OF
THE COMPENSATION COMMITTEE MEMBER FOR A TERM OF ONE YEAR: MARIA RAMOS |
|
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 |
|
RE-ELECTION
OF THE INDEPENDENT REPRESENTATIVE: THE BOARD OF DIRECTORS PROPOSES THE RE-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:
THE BOARD OF DIRECTORS PROPOSES THE APPROVAL OF A MAXIMUM AGGREGATE AMOUNT OF COMPENSATION
OF CHF 8 400 000 FOR THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE PERIOD FROM THE
CLOSING OF THIS AGM THROUGH TO THE 2018 AGM. THE PROPOSED AMOUNT INCLUDES FIXED
COMPENSATION, ATTENDANCE ALLOWANCES AND EMPLOYERS’ SOCIAL SECURITY CONTRIBUTIONS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8.2 |
|
APPROVAL OF
THE MAXIMUM AGGREGATE AMOUNT OF FIXED COMPENSATION OF THE MEMBERS OF THE SENIOR
EXECUTIVE COMMITTEE: THE BOARD OF DIRECTORS PROPOSES THE APPROVAL OF A MAXIMUM AGGREGATE
AMOUNT OF THE FIXED COMPENSATION OF CHF 11 000 000 FOR THE MEMBERS OF THE SENIOR
EXECUTIVE COMMITTEE FOR THE BUSINESS YEAR ENDED 31 MARCH 2019. THIS MAXIMUM AMOUNT
INCLUDES FIXED COMPENSATION AND EMPLOYERS’ SOCIAL SECURITY CONTRIBUTIONS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8.3 |
|
APPROVAL OF
THE MAXIMUM AGGREGATE AMOUNT OF VARIABLE COMPENSATION OF THE MEMBERS OF THE SENIOR
EXECUTIVE COMMITTEE: THE BOARD OF DIRECTORS PROPOSES THE APPROVAL OF THE AGGREGATE
VARIABLE COMPENSATION OF THE MEMBERS OF THE SENIOR EXECUTIVE COMMITTEE IN AN |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
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| |
|
AMOUNT OF
CHF 12 310 000 FOR THE BUSINESS YEAR ENDED 31 MARCH 2017. THE COMPONENTS OF THE
VARIABLE COMPENSATION, WHICH INCLUDES SHORT- AND LONG-TERM INCENTIVES, ARE DETAILED
IN THE COMPANY’S COMPENSATION REPORT AND INCLUDE EMPLOYERS’ SOCIAL SECURITY
CONTRIBUTIONS |
|
|
|
|
|
|
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO APPROVE,
CONFIRM AND RATIFY THE LOAN AGREEMENT AS DEFINED AND DESCRIBED IN THE CIRCULAR OF
THE COMPANY DATED 3 OCTOBER 2017 (THE “CIRCULAR”) AND ALL TRANSACTIONS CONTEMPLATED
THEREUNDER AND IN CONNECTION THEREWITH AND ANY OTHER ANCILLARY DOCUMENTS AND TO
AUTHORISE THE DIRECTORS OF THE COMPANY TO DO ALL SUCH FURTHER ACTS AND THINGS AND
SIGN, SEAL, EXECUTE, PERFECT AND DELIVER ALL SUCH DOCUMENTS ON BEHALF OF THE COMPANY
AS THEY MAY IN THEIR ABSOLUTE DISCRETION CONSIDER NECESSARY, DESIRABLE OR EXPEDIENT
TO IMPLEMENT AND/OR GIVE FULL EFFECT TO THE LOAN AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREUNDER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
TO APPROVE,
CONFIRM AND RATIFY THE MASTER AGREEMENT AS DEFINED AND DESCRIBED IN THE CIRCULAR
AND ALL TRANSACTIONS CONTEMPLATED THEREUNDER AND IN CONNECTION THEREWITH (INCLUDING
THE ENTERING INTO OF THE CONSULTANCY AGREEMENT (AS DEFINED AND DESCRIBED IN THE
CIRCULAR)) AND ANY OTHER ANCILLARY DOCUMENTS AND TO AUTHORISE THE DIRECTORS OF THE
COMPANY TO DO ALL SUCH FURTHER ACTS AND THINGS AND SIGN, SEAL, EXECUTE, PERFECT
AND DELIVER ALL SUCH DOCUMENTS ON BEHALF OF THE COMPANY AS THEY MAY IN THEIR ABSOLUTE
DISCRETION CONSIDER NECESSARY, DESIRABLE OR EXPEDIENT TO IMPLEMENT AND/OR GIVE FULL
EFFECT TO THE MASTER AGREEMENT, THE CONSULTANCY AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
THEREUNDER |
|
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: KELLY AYOTTE |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 1E. |
|
ELECTION OF
DIRECTOR: JOSE MARIA AZNAR |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 1F. |
|
ELECTION OF
DIRECTOR: NATALIE BANCROFT |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 1G. |
|
ELECTION OF
DIRECTOR: PETER L. BARNES |
|
Management |
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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, 2018. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3. |
|
ADVISORY VOTE
TO APPROVE EXECUTIVE COMPENSATION. |
|
Management |
|
Against |
|
Against |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1. |
|
TO RECEIVE
THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2016. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2. |
|
TO APPROVE
THE RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN LLP AS INDEPENDENT AUDITOR
OF THE COMPANY (THE “INDEPENDENT AUDITOR”) FOR THE FISCAL YEAR ENDING DECEMBER 31,
2017. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3. |
|
TO AUTHORIZE
THE BOARD OF DIRECTORS TO FIX THE REMUNERATION OF THE INDEPENDENT AUDITOR. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4. |
|
TO ELECT MS.
BETTY YIP HO AS DIRECTOR OF THE COMPANY AFTER RETIREMENT OF MR. YA LI AT THE AGM. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5. |
|
TO AUTHORIZE
EACH OF THE DIRECTORS AND OFFICERS OF THE COMPANY TO TAKE ANY AND EVERY ACTION THAT
MIGHT BE NECESSARY TO EFFECT THE FOREGOING RESOLUTIONS AS SUCH DIRECTOR OR OFFICER,
IN HIS OR HER ABSOLUTE DISCRETION, THINKS FIT. |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
EXAMINE, DISCUSS
AND APPROVE THE AGREEMENT AND PLAN OF MERGER, MERGER AGREEMENT, OF THE SUBSIDIARY
VIRTUAL AGE SOLUCOES EM TECNOLOGIA LTDA., INSCRIBED IN THE CORPORATE TAXPAYERS REGISTER,
CNPJ.MF, UNDER NO. 14.934.661.0001.07, VIRTUAL AGE, WITH THE COMPANY, MERGER |
|
Management |
|
For |
|
For |
|
| |
| 2 |
|
RATIFY THE
HIRING OF THE EXPERT FIRM MARTINELLI AUDITORES, CNPJ.MF NO. 79.370.466.0001.39,
TO PREPARE THE VALUATION REPORT ON THE BOOK VALUE OF VIRTUAL AGE FOR THE PURPOSES
OF THE MERGER, VALUATION REPORT |
|
Management |
|
For |
|
For |
|
| 3 |
|
APPROVE THE VALUATION REPORT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
APPROVE THE
MERGER, IN ACCORDANCE WITH THE MERGER AGREEMENT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
ELECT A MEMBER
TO THE BOARD OF DIRECTORS OF THE COMPANY TO SERVE THE REMAINDER OF THE UNIFIED TERM
ENDING AT THE 2018 ANNUAL SHAREHOLDERS MEETING. CANDIDATE, CLAUDIA ELISA DE PINHO |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
DO YOU WISH
TO SET UP A FISCAL COUNCIL, CONSELHO FISCAL, PURSUANT TO LAW 6404, 1976, ART. 161 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
IF THIS GENERAL
MEETING IS HELD ON SECOND CALL, DO THE ABOVE VOTING INSTRUCTIONS ALSO APPLY TO THE
DECISIONS TO BE MADE DURING THE MEETING HELD ON SECOND CALL |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1.1.1 |
|
ELECTION OF
REPRESENTATIVE EXECUTIVE DIRECTOR: MOON TAE GON |
|
Management |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| 1.1.2 |
|
ELECTION OF
REPRESENTATIVE EXECUTIVE DIRECTOR: RYU TAE YEOL |
|
Management |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| 1.1.3 |
|
ELECTION OF
REPRESENTATIVE EXECUTIVE DIRECTOR: LEE SEUNG JIN |
|
Management |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| 1.1.4 |
|
ELECTION OF
REPRESENTATIVE EXECUTIVE DIRECTOR: LEE WOOK |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.2.1 |
|
ELECTION OF
VICE EXECUTIVE DIRECTOR: KIM SUNG WON |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 1.2.2 |
|
ELECTION OF
VICE EXECUTIVE DIRECTOR: SEOK IN YOUNG |
|
Management |
|
Against |
|
Against |
|
| |
| 1.2.3 |
|
ELECTION OF
VICE EXECUTIVE DIRECTOR: SUNG CHEOL KYUNG |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 1.2.4 |
|
ELECTION OF
VICE EXECUTIVE DIRECTOR: HAN HYUNG MIN |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.1 |
|
ELECTION OF
NON-EXECUTIVE DIRECTOR: KWON SOON ROK |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2 |
|
ELECTION OF
NON-EXECUTIVE DIRECTOR: YANG MIN SEOK |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.1 |
|
ELECTION OF
OUTSIDE DIRECTOR: KIM JU IL |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
ELECTION OF
OUTSIDE DIRECTOR: KIM JIN GAK |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.3 |
|
ELECTION OF
OUTSIDE DIRECTOR: LEE YOON JE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
APPROVAL OF
LIMIT OF REMUNERATION FOR 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 Yan Hao |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2 |
|
Appoint a
Director Tashiro, Shinro |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 2.3 |
|
Appoint a
Director Tanaka, Hisashi |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 2.4 |
|
Appoint a
Director Orihashi, Shuzo |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 2.5 |
|
Appoint a
Director Nishino, Haruo |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 2.6 |
|
Appoint a
Director Takaya, Masayuki |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 2.7 |
|
Appoint a
Director Ando, Yoshinori |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
Appoint a
Substitute Corporate Auditor Tochigi, Toshiaki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
Amend the
Compensation to be received by Directors |
|
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 - 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2016 - 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
ALLOCATION
OF INCOME FOR THE FINANCIAL YEAR; SETTING OF THE DIVIDEND: EUR 2.75 PER SHARE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
APPROVAL OF
THE NON-COMPETITION COMMITMENT OF MR MICHEL LANDEL, FOLLOWING A COMPENSATION AMOUNT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
APPROVAL OF
THE REGULATED AGREEMENT REGARDING ANIMATION AND PROVISION OF SERVICES BY BELLON
SA TO SODEXCO |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
RENEWAL OF
THE TERM OF MS SOPHIE BELLON AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
RENEWAL OF
THE TERM OF MR BERNARD BELLON AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
RENEWAL OF
THE TERM OF MS NATHALIE BELLON- SZABO AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
RENEWAL OF
THE TERM OF MS FRANCOISE BROUGHER AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.10 |
|
RENEWAL OF
THE TERM OF MR SOUMITRA DUTTA AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.11 |
|
SETTING OF
THE ANNUAL AMOUNT OF ATTENDANCE FEES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.12 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO MS SOPHIE BELLON, CHAIRWOMAN OF THE BOARD OF DIRECTORS,
FOR THE FINANCIAL YEAR ENDED 31 AUGUST 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.13 |
|
REVIEW OF
THE COMPENSATION OWED OR PAID TO MR MICHEL LANDEL, GENERAL MANAGER, FOR THE FINANCIAL
YEAR ENDED 31 AUGUST 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.14 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS
OF ANY KIND WHICH MAY BE DUE TO MS SOPHIE BELLON, CHAIRWOMAN OF THE BOARD OF DIRECTORS,
FOR HER TERM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.15 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS
OF ANY KIND DUE TO MR MICHEL LANDE, GENERAL MANAGER, FOR HIS TERM UP TO 23 JANUARY
2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.16 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED,
VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS
OF ANY KIND DUE TO MR DENIS MACHUEL, GENERAL MANAGER, FOR HIS TERM FROM 23 JANUARY
2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.17 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE COMPANY TO PURCHASE ITS OWN SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.18 |
|
AUTHORISATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELLING
TREASURY SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.19 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO DECIDE UPON INCREASING THE
SHARE CAPITAL BY ISSUING COMMON SHARES AND/OR OTHER TRANSFERABLE SECURITIES, GRANTING
IMMEDIATE OR DEFERRED ACCESS TO THE CAPITAL, WITH RETENTION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.20 |
|
DELEGATION
OF AUTHORITY TO BE GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL
BY INCORPORATING PROFITS, PREMIUMS OR RESERVES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
THE SHAREHOLDERS’ MEETING, HAVING CONSIDERED THE REPORTS OF THE BOARD OF DIRECTORS, THE CHAIRMAN
OF THE BOARD OF DIRECTORS AND THE AUDITORS, APPROVES THE COMPANY’S FINANCIAL
STATEMENTS FOR THE YEAR ENDED ON AUGUST 31ST 2017, AS PRESENTED, SHOWING EARNINGS
OF EUR 396 MILLION |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
THE SHAREHOLDERS’ MEETING, HAVING HEARD THE REPORTS OF THE BOARD OF DIRECTORS, THE CHAIRMAN
OF BOARD OF DIRECTORS AND THE AUDITORS, APPROVES THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SAID FINANCIAL YEAR, IN THE FORM PRESENTED TO THE MEETING, SHOWING EARNINGS
(GROUP NET SHARE) OF EUR 723 MILLION |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
THE SHAREHOLDERS’ MEETING RESOLVES THAT THE INCOME FOR THE FISCAL YEAR BE APPROPRIATED AS FOLLOWS:
ORIGIN EARNINGS: EUR 395,906,663.00 RETAINED EARNINGS: EUR 1,234,444,778.00 TOTAL
EARNINGS: 1,630,351,441.00 ALLOCATION DIVIDENDS: EUR 414,783,735.00 |
|
Management |
|
For |
|
For |
|
| |
|
BONUS DIVIDENDS
OF 10 PER CENT: EUR 2,012,202.00 RETAINED EARNINGS: EUR 1,213,555,504.00 AS REQUIRED
BY LAW, IT IS REMINDED THAT, FOR THE LAST THREE FINANCIAL YEARS, THE DIVIDENDS PAID,
WERE AS FOLLOWS: EUR 2.40 PER SHARE FOR FISCAL YEAR 2015-2016 EUR 2.20 PER SHARE
FOR FISCAL YEAR 2014-2015 EUR 1.80 PER SHARE FOR FISCAL YEAR 2013-2014 THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 2.75 PER SHARE, WITH A BONUS DIVIDEND OF 10 PER
CENT PER SHARE (EUR 0.275) AND WILL ENTITLE TO THE 40 PER CENT DEDUCTION PROVIDED
BY THE FRENCH GENERAL TAX CODE. THIS DIVIDEND WILL BE PAID ON FEBRUARY 5TH 2018 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
THE SHAREHOLDERS’ MEETING, AFTER HEARING THE REPORT OF THE BOARD OF DIRECTORS AND THE SPECIAL
REPORT OF THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND L.225-42-1
OF THE FRENCH COMMERCIAL CODE, APPROVES SAID REPORT AND THE AGREEMENTS REFERRED
TO THEREIN, INCLUDING THE NON-COMPETE AGREEMENT OF MR MICHEL LANDEL |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
THE SHAREHOLDERS’ MEETING, AFTER HEARING THE REPORT OF THE BOARD OF DIRECTORS AND THE SPECIAL
REPORT OF THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES L.225-38 AND L.225-42-1
OF THE FRENCH COMMERCIAL CODE, APPROVES SAID REPORT AND THE AGREEMENTS REFERRED
TO THEREIN, INCLUDING THE AGREEMENT BETWEEN THE COMPANY AND BELLON SA |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
THE SHAREHOLDERS’ MEETING RENEWS THE APPOINTMENT OF MRS SOPHIE BELLON AS DIRECTOR FOR A 3-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS’ MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR 2020 |
|
Management |
|
For |
|
For |
|
| |
| O.7 |
|
THE SHAREHOLDERS’ MEETING RENEWS THE APPOINTMENT OF MR BERNARD BELLON AS DIRECTOR FOR AN 1-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS’ MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
THE SHAREHOLDERS’ MEETING RENEWS THE APPOINTMENT OF MME NATHALIE BELLON-SZABO AS DIRECTOR FOR
A 3-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS’ MEETING CALLED TO RULE ON THE
FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2020 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
THE SHAREHOLDERS’ MEETING RENEWS THE APPOINTMENT OF MRS FRANCOISE BROUGHER AS DIRECTOR FOR A
3-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS’ MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR 2020 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.10 |
|
THE SHAREHOLDERS’ MEETING RENEWS THE APPOINTMENT OF MR SOUMITRA DUTTA AS DIRECTOR FOR A 3-YEAR
PERIOD, I.E. UNTIL THE SHAREHOLDERS’ MEETING CALLED TO RULE ON THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR 2020 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.11 |
|
THE SHAREHOLDERS’ MEETING RESOLVES TO AWARD TOTAL ANNUAL FEES OF EUR 900,000.00 TO THE BOARD
OF DIRECTORS, UNTIL FURTHER NOTICE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.12 |
|
THE SHAREHOLDERS’ MEETING, IN ACCORDANCE WITH THE FRENCH AFEP-MEDEF CORPORATE GOVERNANCE CODE,
APPROVES THE COMPENSATION DUE OR AWARDED TO MRS SOPHIE BELLON, THE CHAIRWOMAN OF
THE BOARD OF DIRECTORS, FOR THE 2017 FINANCIAL YEAR, AS PRESENTED IN THE 2016-2017
ANNUAL REPORT |
|
Management |
|
For |
|
For |
|
| O.13 |
|
THE SHAREHOLDERS’ MEETING, IN ACCORDANCE WITH THE FRENCH AFEP-MEDEF CORPORATE GOVERNANCE CODE,
APPROVES THE COMPENSATION DUE OR AWARDED TO MR MICHEL LANDEL, THE MANAGING DIRECTOR,
FOR THE 2017 FINANCIAL YEAR, AS PRESENTED IN THE 2016-2017 ANNUAL REPORT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.14 |
|
THE SHAREHOLDERS’ MEETING APPROVES THE PRINCIPLES AND THE CRITERIA FOR ASSESSING, DISTRIBUTING
AND ALLOCATING THE FIXED, VARIABLE AND ONE-OFF COMPONENTS OF THE TOTAL COMPENSATION
AS WELL AS THE BENEFITS OR PERKS APPLICABLE TO THE CHAIRWOMAN OF THE BOARD OF DIRECTORS,
MRS SOPHIE BELLON, DURING HER TERM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.15 |
|
THE SHAREHOLDERS’ MEETING APPROVES THE PRINCIPLES AND THE CRITERIA FOR ASSESSING, DISTRIBUTING
AND ALLOCATING THE FIXED, VARIABLE AND ONE-OFF COMPONENTS OF THE TOTAL COMPENSATION
AS WELL AS THE BENEFITS OR PERKS APPLICABLE TO THE MANAGING DIRECTOR, MICHEL LANDEL,
DURING HIS TERM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.16 |
|
THE SHAREHOLDERS’ MEETING APPROVES THE PRINCIPLES AND THE CRITERIA FOR ASSESSING, DISTRIBUTING
AND ALLOCATING THE FIXED, VARIABLE AND ONE-OFF COMPONENTS OF THE TOTAL COMPENSATION
AS WELL AS THE BENEFITS OR PERKS APPLICABLE TO THE MANAGING DIRECTOR, MR DENIS MACHUEL,
DURING HIS TERM |
|
Management |
|
For |
|
For |
|
| |
| O.17 |
|
THE SHAREHOLDERS’ MEETING AUTHORISES THE BOARD OF DIRECTORS TO TRADE IN THE COMPANY’S SHARES
ON THE STOCK MARKET, SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 150.00 MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 5 PER CENT OF THE SHARES
COMPOSING THE SHARE CAPITAL MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS: EUR 1.15
BILLION THIS AUTHORIZATION IS GIVEN FOR AN 18-MONTH PERIOD. THE SHAREHOLDERS ’
MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.18 |
|
THE SHAREHOLDERS’ MEETING GRANTS ALL POWERS TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL,
ON ONE OR MORE OCCASIONS AND AT ITS SOLE DISCRETION, BY CANCELLING ALL OR PART OF
THE SHARES HELD BY THE COMPANY IN CONNECTION WITH A STOCK REPURCHASE PLAN, UP TO
A MAXIMUM OF 5 PER CENT OF THE SHARES COMPOSING THE SHARE CAPITAL, OVER A 24-MONTH
PERIOD. THIS AUTHORISATION IS GIVEN FOR A 26-MONTH PERIOD. THIS DELEGATION OF POWERS
SUPERSEDES THE DELEGATION TO THE SAME EFFECT, IN THE RESOLUTION NUMBER 11 DURING
THE MEETING ON JANUARY 26TH 2016. THE SHAREHOLDERS’ MEETING DELEGATES ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES |
|
Management |
|
For |
|
For |
|
| |
| E.19 |
|
THE SHAREHOLDERS’ MEETING DELEGATES TO THE BOARD OF DIRECTORS THE NECESSARY POWERS TO INCREASE
THE CAPITAL, ON ONE OR MORE OCCASIONS, IN FRANCE OR ABROAD, BY A MAXIMUM NOMINAL
AMOUNT OF EUR 100 MILLION, BY ISSUANCE, WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED,
OF ORDINARY SHARES OR SECURITIES GIVING ACCESS TO ORDINARY SHARES OF THE COMPANY.
THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES WHICH MAY BE ISSUED SHALL NOT EXCEED
EUR 1 BILLION. THIS AUTHORIZATION IS GRANTED FOR A 26-MONTH PERIOD. THIS DELEGATION
OF POWERS SUPERSEDES THE DELEGATION TO THE SAME EFFECT, IN THE RESOLUTION NUMBER
12 DURING THE MEETING ON JANUARY 26TH 2016 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.20 |
|
THE SHAREHOLDERS’ MEETING DELEGATES TO THE BOARD OF DIRECTORS ALL POWERS IN ORDER TO INCREASE
THE SHARE CAPITAL, IN ONE OR MORE OCCASIONS AND AT ITS SOLE DISCRETION, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 100,000,000.00, BY WAY OF CAPITALIZING RESERVES, PROFITS,
PREMIUMS OR OTHER MEANS, PROVIDED THAT SUCH CAPITALIZATION IS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
ALLOWED BY
LAW AND UNDER THE BY LAWS, BY ISSUING BONUS SHARES OR RAISING THE PAR VALUE OF EXISTING
SHARES, OR BY A COMBINATION OF THESE METHODS. THIS AMOUNT SHALL COUNT AGAINST THE
OVERALL VALUE SET FORTH IN RESOLUTION NUMBER 19 (EUR 100 MILLION). THIS AUTHORISATION
IS GIVEN FOR A 26-MONTH PERIOD. THIS DELEGATION OF POWERS SUPERSEDES THE DELEGATION
TO THE SAME EFFECT, IN THE RESOLUTION NUMBER 13 DURING THE MEETING ON JANUARY 26TH
2016 |
|
|
|
|
|
|
|
| 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 |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 2 |
|
APPROVE ALLOCATION
OF INCOME AND DIVIDENDS OF EUR 3.70 PER SHARE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
APPROVE DISCHARGE
OF MANAGEMENT BOARD FOR FISCAL 2016/2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
APPROVE DISCHARGE
OF SUPERVISORY BOARD FOR FISCAL 2016/2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
RATIFY ERNST
YOUNG GMBH AS AUDITORS FOR FISCAL 2017/2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.1 |
|
ELECT WERNER
BRANDT TO THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.2 |
|
ELECT MICHAEL
DIEKMANN TO THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.3 |
|
ELECT BENOIT
POTIER TO THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.4 |
|
ELECT NORBERT
REITHOFER TO THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.5 |
|
ELECT NEMAT
TALAAT TO THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.6 |
|
ELECT NATHALIE
VON SIEMENS TO THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.7 |
|
ELECT MATTHIAS
ZACHERT TO THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
AMEND CORPORATE
PURPOSE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
TO RESOLVE
ON AMENDING SECTION 19 OF THE ARTICLES OF ASSOCIATION RELATING TO THE ARRANGEMENTS
ON ADMISSION TO AND VOTING AT THE SHAREHOLDERS’ MEETING |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
APPROVE AFFILIATION
AGREEMENTS WITH SUBSIDIARY FLENDER GMBH |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10.1 |
|
APPROVE AFFILIATION
AGREEMENTS WITH SUBSIDIARY KYROS 53 GMBH |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10.2 |
|
APPROVE AFFILIATION
AGREEMENTS WITH SUBSIDIARY KYROS 54 GMBH |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| CMMT |
|
PLEASE NOTE
THAT ONLY MEXICAN NATIONALS HAVE VOTING RIGHTS AT THIS MEETING.-IF YOU ARE A MEXICAN
NATIONAL AND WOULD LIKE TO SUBMIT YOUR VOTE ON THIS-MEETING PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE. THANK YOU |
|
Non-Voting |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| I |
|
PRESENTATION
AND, IF ANY, APPROVAL OF THE GENERAL DIRECTOR’S REPORT PREPARED-IN ACCORDANCE
WITH ARTICLE 172 OF THE LEY GENERAL DE SOCIEDADES MERCANTILES,- ACCOMPANIED BY THE
REPORT OF THE EXTERNAL AUDITOR, REGARDING THE OPERATIONS-AND RESULTS OF THE COMPANY
FOR THE FISCAL YEAR ENDING ON DECEMBER 31, 2017,-AS WELL AS THE OPINION OF THE BOARD
OF DIRECTORS ON THE CONTENT OF SUCH-REPORT. PRESENTATION AND, IF ANY, APPROVAL OF
THE REPORT OF THE BOARD OF-DIRECTORS REFERRED TO IN ARTICLE 172, PARAGRAPH B) OF
THE LEY GENERAL DE-SOCIEDADES MERCANTILES, WHICH CONTAINS THE MAIN ACCOUNTING AND
INFORMATION-POLICIES AND CRITERIA FOLLOWED IN THE PREPARATION OF FINANCIAL INFORMATION
OF-THE COMPANY. PRESENTATION AND, IF ANY, APPROVAL OF THE FINANCIAL STATEMENTS-OF
THE COMPANY AS OF DECEMBER 31, 2017, AND APPLICATION OF THE RESULTS FOR-THE YEAR.
PRESENTATION AND, IF ANY, APPROVAL OF THE REPORT WITH RESPECT TO-COMPLIANCE WITH
THE TAX OBLIGATIONS BORNE BY THE COMPANY. PRESENTATION AND IF-ANY, APPROVAL OF THE
ANNUAL REPORT ON THE ACTIVITIES CARRIED OUT BY THE AUDIT-AND CORPORATE PRACTICES
COMMITTEE. RESOLUTIONS |
|
Non-Voting |
|
|
|
|
|
| |
| II |
|
APPOINTMENT
AND/OR RATIFICATION OF THE MEMBERS OF THE BOARD OF DIRECTORS,-OWNERS AND ALTERNATES,
AS WELL AS THE CHAIRMAN OF THE AUDIT AND CORPORATE-PRACTICES COMMITTEE AND SECRETARY
OF THE BOARD OF DIRECTORS. QUALIFICATION ON-THE INDEPENDENCE OF THE MEMBERS OF THE
BOARD OF DIRECTORS OF THE COMPANY, IN-ACCORDANCE WITH WHAT IS ESTABLISHED IN ARTICLE
26 OF THE LEY DEL MERCADO DE-VALORES. RESOLUTIONS |
|
Non-Voting |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| III |
|
REMUNERATION
TO THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE DIFFERENT-COMMITTEES, OWNERS
AND ALTERNATES, AS WELL AS TO THE SECRETARY OF THE BOARD-OF DIRECTORS OF THE COMPANY.
RESOLUTIONS |
|
Non-Voting |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| IV |
|
PRESENTATION
AND, IF ANY, APPROVAL OF THE REPORT OF THE BOARD OF DIRECTORS ON-THE COMPANY’S
POLICIES REGARDING THE ACQUISITION OF OWN SHARES AND, WHERE-APPROPRIATE, THEIR
PLACEMENT. RESOLUTIONS |
|
Non-Voting |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| V |
|
PRESENTATION
AND, IF ANY, APPROVAL OF THE PROPOSAL OF THE BOARD OF DIRECTORS-TO PAY IN CASH,
A DIVIDEND IN THE AMOUNT OF XN1.58 M.N.(ONE PESO 58/100-NATIONAL CURRENCY) PER SHARE,
TO EACH OF THE COMMON SHARES, WITH NO PAR VALUE-AND OUTSTANDING SERIES .A. AND .B.
SHARES. SUCH DIVIDEND WILL BE PAID IN 4-(FOUR) EXHIBITIONS OF MXN 0.395 M.N. PER
SHARE, ON APRIL 5, JULY 5, OCTOBER 4-AND DECEMBER 6, 2015. RESOLUTIONS |
|
Non-Voting |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| VI |
|
PROPOSAL OF
RESOLUTIONS REGARDING TO THE MODIFICATIONS TO THE FIFTH ARTICLE-OF THE BYLAWS, IN
EFFECT OF REFLECTING THE AMENDMENTS OF STOCK CAPITAL IN-ACCORDANCE WITH THE RESOLUTIONS
ADOPTED BY THIS ASSEMBLY. RESOLUTIONS |
|
Non-Voting |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| VII |
|
APPOINTMENT
OF DELEGATES WHO FORMALIZE AND COMPLY WITH THE RESOLUTIONS-ADOPTED BY THE GENERAL
ANNUAL ORDINARY AND EXTRAORDINARY ASSEMBLY OF-SHAREHOLDERS |
|
Non-Voting |
|
|
|
|
|
| |
| CMMT |
|
16 FEB 2018:
PLEASE NOTE THAT THE MEETING TYPE WAS CHANGED FROM OGM TO MIX.-THANK YOU. |
|
Non-Voting |
|
|
|
|
|
| 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 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| II |
|
REPORT TO
THE BOARD OF DIRECTORS FOR THE FISCAL YEAR THAT ENDED ON DECEMBER 31, 2017, WHICH
INCLUDES THE REPORT REGARDING SHARE BUYBACKS AND THE PLACEMENT OF COMPANY SHARES,
AS WELL AS THE OTHER REPORTS THAT ARE APPLICABLE IN ACCORDANCE WITH THAT WHICH IS
PROVIDED FOR BY THE SECURITIES MARKET LAW |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| III |
|
RESOLUTION
IN REGARD TO ITEM II, ABOVE |
|
Management |
|
For |
|
For |
|
| |
|
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|
|
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|
|
|
|
| IV |
|
RESOLUTION
IN REGARD TO THE ALLOCATION OF PROFIT FROM THE 2017 FISCAL YEAR AND, IF DEEMED APPROPRIATE,
THE PAYMENT OF A DIVIDEND IN THE AMOUNT OF MXN 1.60 PER SHARE AND THE PROCEDURE
FOR ITS PAYMENT. RESOLUTION IN REGARD TO THE RATIFICATION OR INCREASE OF THE FUND
FOR TEMPORARY SHARE BUYBACKS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| V |
|
APPOINTMENT
OR RATIFICATION OF THE MEMBERS OF THE BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE
AND THE AUDIT AND CORPORATE PRACTICES COMMITTEE, GRANTING OF POWERS AND AUTHORITY,
IF DEEMED APPROPRIATE, AS WELL AS THE DETERMINATION OF COMPENSATION |
|
Management |
|
For |
|
For |
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| |
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|
|
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|
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|
| VI |
|
DESIGNATION
OF SPECIAL DELEGATES TO APPEAR BEFORE A NOTARY PUBLIC TO RECORD AND FILE THE RESOLUTIONS
THAT ARE PASSED AT THIS GENERAL MEETING |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| VII |
|
PREPARATION
OF THE MINUTES, READING AND APPROVAL, IF DEEMED APPROPRIATE |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
APPROVAL OF
FINANCIAL STATEMENTS & APPROVAL OF STATEMENT OF APPROPRIATION OF RETAINED EARNINGS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
ELECTION OF
REPRESENTATIVE DIRECTOR: BAEK BOK IN |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
ELECTION OF
INSIDE DIRECTOR (1): KIM HEUNG RYEOL |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1 |
|
MAINTENANCE
OF 6 OUTSIDE DIRECTORS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.2 |
|
INCREASE TO
8 OUTSIDE DIRECTORS |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 5.1.1 |
|
ELECTION OF
OUTSIDE DIRECTOR NOMINEE: BAEK JONG SOO |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5.1.2 |
|
ELECTION OF
OUTSIDE DIRECTOR NOMINEE: OH CHUL HO |
|
Management |
|
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|
|
|
| |
|
|
|
|
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|
|
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|
| 5.1.3 |
|
ELECTION OF
OUTSIDE DIRECTOR NOMINEE: HWANG DUK HEE |
|
Management |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| 5.2.1 |
|
ELECTION OF
OUTSIDE DIRECTOR NOMINEE: BAEK JONG SOO |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5.2.2 |
|
ELECTION OF
OUTSIDE DIRECTOR NOMINEE: JUNG SUN IL |
|
Management |
|
For |
|
For |
|
| |
|
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|
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|
|
|
| 5.2.3 |
|
ELECTION OF
OUTSIDE DIRECTOR NOMINEE: OH CHUL HO |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 5.2.4 |
|
ELECTION OF
OUTSIDE DIRECTOR NOMINEE: HWANG DUK HEE |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
APPROVAL OF
LIMIT OF REMUNERATION |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
APPROVAL OF
FINANCIAL STATEMENTS & APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS &
APPROVAL OF STATE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
AMENDMENT
OF ARTICLES OF INCORPORATION |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.1 |
|
ELECTION OF
INSIDE DIRECTOR: GIM IK RAE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
ELECTION OF
INSIDE DIRECTOR: I HYEON |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.3 |
|
ELECTION OF
OUTSIDE DIRECTOR: GIM WON SIK |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.4 |
|
ELECTION OF
OUTSIDE DIRECTOR: SEONG HYO YONG |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.5 |
|
ELECTION OF
OUTSIDE DIRECTOR: BAK NO GYEONG |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
ELECTION OF
OUTSIDE DIRECTOR WHO IS AUDIT COMMITTEE MEMBER: HWANG GWANG HYEON |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5.1 |
|
ELECTION OF
AUDIT COMMITTEE MEMBER WHO IS AN OUTSIDE DIRECTOR: GIM WON SIK |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5.2 |
|
ELECTION OF
AUDIT COMMITTEE MEMBER WHO IS AN OUTSIDE DIRECTOR: BAK NO GYEONG |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
APPROVAL OF
REMUNERATION FOR DIRECTOR |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
APPROVAL OF
FINANCIAL STATEMENTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.1.1 |
|
APPOINTMENT
OF OUTSIDE DIRECTOR: KIM JONG HOON |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.1.2 |
|
APPOINTMENT
OF OUTSIDE DIRECTOR: KIM SUN WOOK |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.1.3 |
|
APPOINTMENT
OF OUTSIDE DIRECTOR: PARK BYUNG KOOK |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2.1 |
|
APPOINTMENT
OF INSIDE DIRECTOR: LEE SANG HOON |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2.2 |
|
APPOINTMENT
OF INSIDE DIRECTOR: KIM KI NAM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2.3 |
|
APPOINTMENT
OF INSIDE DIRECTOR: KIM HYUN SEOK |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2.4 |
|
APPOINTMENT
OF INSIDE DIRECTOR: KO DONG JIN |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.3 |
|
APPOINTMENT
OF MEMBER OF AUDIT COMMITTEE: KIM SUN WOOK |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
APPROVAL OF
REMUNERATION FOR DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
STOCK SPLIT
AND AMENDMENT OF ARTICLES OF INCORPORATION FOR STOCK SPLIT |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
Amend Articles
to: Change Official Company Name to Earth Corporation, Clarify the Maximum Size
of the Board of Directors to 10, Clarify the Maximum Size of the Board of Corporate
Auditors Size to 5, Reduce Term of Office of Directors to One Year, Revise Directors
with Title, Adopt Reduction of Liability System for Non-Executive Directors and
Corporate Auditors, Adopt an Executive Officer System, Allow the Board of Directors
to Authorize Appropriation of Surplus |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.1 |
|
Appoint a
Director Otsuka, Tatsuya |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
Appoint a
Director Kawabata, Katsunori |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.3 |
|
Appoint a
Director Kawamura, Yoshinori |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.4 |
|
Appoint a
Director Kimura, Shuji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.5 |
|
Appoint a
Director Furuya, Yoshiyuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.6 |
|
Appoint a
Director Karataki, Hisaaki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.7 |
|
Appoint a
Director Sammaido, Shogo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.8 |
|
Appoint a
Director Akagi, Osamu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.9 |
|
Appoint a
Director Tamura, Hideyuki |
|
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 |
|
APPROVAL OF
FINANCIAL STATEMENTS & APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.1 |
|
APPROVAL OF
PARTIAL AMENDMENT TO ARTICLES OF INCORPORATION: AMENDMENT ON DUTY OF AUDIT COMMITTEE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2 |
|
APPROVAL OF
PARTIAL AMENDMENT TO ARTICLES OF INCORPORATION: ESTABLISHMENT OF ARTICLE ON REDUCTION
OF DIRECTORS’ RESPONSIBILITY FOR THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.1 |
|
ELECTION OF
INSIDE DIRECTOR: JANG BYEONG U |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
ELECTION OF
A NON-PERMANENT DIRECTOR: GIM HO JIN |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 3.3 |
|
ELECTION OF
OUTSIDE DIRECTOR: YU JONG SANG |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.4 |
|
ELECTION OF
OUTSIDE DIRECTOR: SEO DONG BEOM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1 |
|
ELECTION OF
AUDIT COMMITTEE MEMBER WHO IS AN OUTSIDE DIRECTOR: YU JONG SANG |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 4.2 |
|
ELECTION OF
AUDIT COMMITTEE MEMBER WHO IS AN OUTSIDE DIRECTOR: SEO DONG BEOM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
APPROVAL OF
REMUNERATION FOR DIRECTOR |
|
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 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS NO. 1/2017
HELD ON 30 NOVEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
| 3 |
|
TO ACKNOWLEDGE
THE COMPANY’S OPERATING RESULTS FOR THE FISCAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
TO CONSIDER
AND APPROVE THE FINANCIAL STATEMENTS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE
YEAR ENDED ON 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
TO CONSIDER
AND APPROVE NO APPROPRIATION OF THE NET PROFIT AND NO DIVIDEND PAYMENT FOR THE YEAR
2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
TO CONSIDER
AND APPROVE THE INTERIM DIVIDEND PAYMENT FOR PERFORMANCE DURING THE PERIOD OF 1
JANUARY 2018 TO 31 JANUARY 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
TO CONSIDER
AND APPROVE THE APPOINTMENT OF THE COMPANY’S AUDITORS AND FIX THEIR REMUNERATION
FOR THE YEAR 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8.1 |
|
TO CONSIDER
AND APPROVE THE APPOINTMENT OF DIRECTOR TO REPLACE THOSE WHO RETIRE BY ROTATION
IN 2018: MR. KWEK BUCK CHYE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8.2 |
|
TO CONSIDER
AND APPROVE THE APPOINTMENT OF DIRECTOR TO REPLACE THOSE WHO RETIRE BY ROTATION
IN 2018: MR. ANEK PANA-APICHON |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
TO CONSIDER
AND APPROVE THE REMUNERATION OF THE COMPANY’S DIRECTORS FOR THE YEAR 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10 |
|
TO CONSIDER
AND APPROVE THE AMENDMENT OF THE COMPANY’S ARTICLES OF ASSOCIATION, CLAUSE
30 (THE MEETING OF SHAREHOLDERS) TO ALIGN IT WITH THE AMENDMENT OF THE PUBLIC LIMITED
COMPANY ACT B.E. 2535 (AS AMENDED ON 4 APRIL 2017) |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 11 |
|
TO CONSIDER
AND APPROVE THE PROHIBITION OF BUSINESS DOMINATION BY FOREIGNERS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 12 |
|
OTHER MATTERS,
(IF ANY) |
|
Management |
|
Abstain |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.1 |
|
Appoint a
Director Yanagisawa, Yasuyoshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2 |
|
Appoint a
Director Matsumoto, Hiroshi |
|
Management |
|
For |
|
For |
|
| |
| 2.3 |
|
Appoint a
Director Hirose, Hakaru |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.4 |
|
Appoint a
Director Ninomiya, Koji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.5 |
|
Appoint a
Director Yoshinaga, Takashi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.6 |
|
Appoint a
Director Kumon, Koji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.7 |
|
Appoint a
Director Obi, Kazusuke |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.8 |
|
Appoint a
Director Hoyano, Satoshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
Appoint a
Corporate Auditor Idesawa, Shuji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
Appoint a
Substitute Corporate Auditor Yamada, Kenji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
Approve Issuance
of Share Acquisition Rights as Stock Options for Directors, Executive Officers and
Employees |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
PRESENT REPORT
ON ACTIVITIES AND OPERATIONS UNDERTAKEN BY BOARD IN ACCORDANCE WITH ARTICLE 28 IV
(E) OF COMPANY LAW |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
PRESENT REPORT
ON OPERATIONS CARRIED OUT BY AUDIT AND CORPORATE PRACTICES COMMITTEE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
APPROVE FINANCIAL
STATEMENTS, ALLOCATION OF INCOME AND INCREASE LEGAL RESERVE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
APPROVE DIVIDENDS |
|
Management |
|
For |
|
For |
|
| |
| 5 |
|
PRESENT REPORT
ON SHARE REPURCHASE RESERVE AND SET MAXIMUM AMOUNT OF SHARE REPURCHASE RESERVE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
APPROVE DISCHARGE
OF BOARD OF DIRECTORS AND CEO |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
ELECT OR RATIFY
DIRECTORS AND AUDIT AND CORPORATE PRACTICE COMMITTEE MEMBERS. APPROVE THEIR REMUNERATION |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
APPOINT LEGAL
REPRESENTATIVES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1A. |
|
Election of
Director: Peter L.S. Currie |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1B. |
|
Election of
Director: Miguel M. Galuccio |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1C. |
|
Election of
Director: V. Maureen Kempston Darkes |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1D. |
|
Election of
Director: Paal Kibsgaard |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1E. |
|
Election of
Director: Nikolay Kudryavtsev |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1F. |
|
Election of
Director: Helge Lund |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1G. |
|
Election of
Director: Michael E. Marks |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1H. |
|
Election of
Director: Indra K. Nooyi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1I. |
|
Election of
Director: Lubna S. Olayan |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1J. |
|
Election of
Director: Leo Rafael Reif |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1K. |
|
Election of
Director: Henri Seydoux |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2. |
|
To approve,
on an advisory basis, the Company’s executive compensation. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3. |
|
To report
on the course of business during the year ended December 31, 2017; and approve our
consolidated balance sheet as of December 31, 2017; our consolidated statement of
income for the year ended December 31, 2017; and our Board of Directors’ declarations
of dividends in 2017, as reflected in our 2017 Annual Report to Stockholders. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4. |
|
To ratify
the appointment of PricewaterhouseCoopers LLP as independent auditors for 2018. |
|
Management |
|
For |
|
For |
|
| |
| 5. |
|
To approve
amended and restated French Sub Plan for purposes of qualification under French
Law. |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO DELIBERATE
ON THE PROPOSAL TO INCREASE THE CAPITAL BY CAPITALIZING THE PROFIT RETENTION RESERVE
AND THE CONSEQUENT AMENDMENT TO THE HEAD PARAGRAPH OF ARTICLE 5 OF THE BYLAWS OF
THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
TO APPROVE
THE AMENDMENT OF THE BYLAWS OF THE COMPANY TO ADAPT THEM TO THE REQUIREMENTS OF
THE REGULATIONS OF THE NOVO MERCADO OF B3 S.A., BRASIL, BOLSA, BALCAO, GIVEN THAT
THEY CAME INTO FORCE ON JANUARY 2, 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
TO APPROVE
THE RESTATEMENT OF THE BYLAWS OF THE COMPANY TO INCLUDE THE AMENDMENTS PROPOSED
IN ITEMS I AND II ABOVE, THOSE THAT ARE APPROVED |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
TO APPROVE
THE AMENDMENT OF THE SHARE BASED INCENTIVE AND RETENTION PLAN, APPROVED AT THE SHAREHOLDERS
MEETING HELD ON DECEMBER 15, 2015. INCENTIVE PLAN |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
TO APPROVE
THE GRANT OF RESTRICTED SHARES TO KEY EXECUTIVES OF THE COMPANY UNDER THE INCENTIVE
PLAN, PURSUANT TO THE MANAGEMENT PROPOSAL |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
DO YOU WISH
TO SET UP A FISCAL COUNCIL PURSUANT TO LAW 6404 OF 1976, ART 161 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
IF THIS GENERAL
MEETING IS HELD ON SECOND CALL, DO THE ABOVE VOTING INSTRUCTIONS ALSO APPLY TO THE
DECISIONS TO BE MADE DURING THE MEETING HELD ON SECOND CALL |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
THE MANAGEMENT ACCOUNTS, EXAMINE, DISCUSS AND VOTE ON THE FINANCIAL STATEMENTS OF
THE COMPANY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
TO DELIBERATE
ON THE CAPITAL BUDGET FOR THE PURPOSES OF ARTICLE 196 OF FEDERAL LAW 6,404.76 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
TO DELIBERATE
ON THE ALLOCATION OF NET INCOME FROM THE YEAR AND ON THE DISTRIBUTION OF DIVIDENDS,
PURSUANT TO THE MANAGEMENT PROPOSAL |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
TO APPROVE
THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS, SUBJECT TO PARAGRAPH 3, ARTICLE
16, OF THE BYLAWS OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
DO YOU WISH
TO REQUEST THE ADOPTION OF THE MULTIPLE VOTE PROCESS FOR THE ELECTION OF THE BOARD
OF DIRECTORS, PURSUANT TO ART. 141 OF LAW NO. 6,404 OF 1976 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.1 |
|
INDICATION
OF CANDIDATES FOR THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES
AS NUMBER OF POSITIONS TO BE FILLED IN THE GENERAL ELECTION. VACANCY LIMITED IN
9: CLAUDIA ELISA DE PINHO SOARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.2 |
|
INDICATION
OF CANDIDATES FOR THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES
AS THE NUMBER OF PLACES TO BE FILLED IN THE GENERAL ELECTION. VACANCY LIMITED IN
9: GILBERTO MIFANO |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.3 |
|
INDICATION
OF CANDIDATES FOR THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES
AS THE NUMBER OF PLACES TO BE FILLED IN THE GENERAL ELECTION. VACANCY LIMITED IN
9: GUILHERME STOCCO FILHO |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.4 |
|
INDICATION
OF CANDIDATES FOR THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES
AS THE NUMBER OF PLACES TO BE FILLED IN THE GENERAL ELECTION. VACANCY LIMITED IN
9: LAERCIO JOSE DE LUCENA COSENTINO |
|
Management |
|
For |
|
For |
|
| 6.5 |
|
INDICATION
OF CANDIDATES FOR THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES
AS THE NUMBER OF PLACES TO BE FILLED IN THE GENERAL ELECTION. VACANCY LIMITED IN
9: MARIA LETICIA DE FREITAS COSTA |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.6 |
|
INDICATION
OF CANDIDATES FOR THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES
AS THE NUMBER OF PLACES TO BE FILLED IN THE GENERAL ELECTION. VACANCY LIMITED IN
9: MAURO GENTILE RODRIGUES DA CUNHA |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.7 |
|
INDICATION
OF CANDIDATES FOR THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES
AS THE NUMBER OF PLACES TO BE FILLED IN THE GENERAL ELECTION. VACANCY LIMITED IN
9: PAULO SERGIO CAPUTO |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.8 |
|
INDICATION
OF CANDIDATES FOR THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES
AS THE NUMBER OF PLACES TO BE FILLED IN THE GENERAL ELECTION. VACANCY LIMITED IN
9: PEDRO LUIZ BARREIROS PASSOS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.9 |
|
INDICATION
OF CANDIDATES FOR THE BOARD OF DIRECTORS. THE SHAREHOLDER MAY INDICATE AS MANY CANDIDATES
AS THE NUMBER OF PLACES TO BE FILLED IN THE GENERAL ELECTION. VACANCY LIMITED IN
9: WOLNEY EDIRLEY GONCALVES BETIOL |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
IN CASE OF
ADOPTION OF THE MULTIPLE VOTE PROCESS, SHALL THE VOTES CORRESPONDING TO YOUR ACTIONS
BE DISTRIBUTED IN EQUAL PERCENTAGES BY THE CANDIDATES YOU HAVE CHOSEN |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8.1 |
|
DISPLAY OF
ALL CANDIDATES FOR INDICATION OF THE PERCENTAGE OF THE VOTES TO BE AWARDED: CLAUDIA
ELISA DE PINHO SOARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8.2 |
|
DISPLAY OF
ALL CANDIDATES TO INDICATE THE PERCENTAGE OF THE VOTES TO BE AWARDED: GILBERTO MIFANO |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8.3 |
|
DISPLAY OF
ALL CANDIDATES TO INDICATE THE PERCENTAGE OF THE VOTES TO BE AWARDED: GUILHERME
STOCCO FILHO |
|
Management |
|
For |
|
For |
|
| |
| 8.4 |
|
DISPLAY OF
ALL CANDIDATES TO INDICATE THE PERCENTAGE OF THE VOTES TO BE AWARDED: LAERCIO JOSE
DE LUCENA COSENTINO |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8.5 |
|
DISPLAY OF
ALL CANDIDATES TO INDICATE THE PERCENTAGE OF THE VOTES TO BE AWARDED: MARIA LETICIA
DE FREITAS COSTA |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8.6 |
|
DISPLAY OF
ALL CANDIDATES TO INDICATE THE PERCENTAGE OF THE VOTES TO BE AWARDED: MAURO GENTILE
RODRIGUES DA CUNHA |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8.7 |
|
DISPLAY OF
ALL CANDIDATES TO INDICATE THE PERCENTAGE OF THE VOTES TO BE AWARDED: PAULO SERGIO
CAPUTO |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8.8 |
|
DISPLAY OF
ALL CANDIDATES TO INDICATE THE PERCENTAGE OF THE VOTES TO BE AWARDED: PEDRO LUIZ
BARREIROS PASSOS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8.9 |
|
DISPLAY OF
ALL CANDIDATES TO INDICATE THE PERCENTAGE OF THE VOTES TO BE AWARDED: WOLNEY EDIRLEY
GONCALVES BETIOL |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
TO FIX THE
OVERALL ANNUAL COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS AND THE BOARD OF
EXECUTIVE OFFICERS FOR FISCAL YEAR 2018, PURSUANT TO THE MANAGEMENT PROPOSAL |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10 |
|
DO YOU WISH
TO SET UP A FISCAL COUNCIL PURSUANT TO LAW 6404 OF 1976, ART. 161 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 11 |
|
IF THIS GENERAL
MEETING IS HELD ON SECOND CALL, DO THE ABOVE VOTING INSTRUCTIONS ALSO APPLY TO THE
DECISIONS TO BE MADE DURING THE MEETING HELD ON SECOND CALL |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
ADOPTION OF
THE AUDITED ACCOUNTS FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
APPROVE ALLOCATION
OF INCOME AND DIVIDENDS OF EUR OF 1.50 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 |
|
RENEWAL OF
THE APPOINTMENT OF ERNST & YOUNG ACCOUNTANTS LLP AS AUDITOR FOR THE FINANCIAL
YEAR 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
RENEWAL OF
THE APPOINTMENT OF MS. MARIA AMPARO MORALEDA MARTINEZ AS A NON- EXECUTIVE MEMBER
OF THE BOARD OF DIRECTORS FOR A TERM OF THREE YEARS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
APPOINTMENT
OF MR. VICTOR CHU AS A NON- EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS FOR A TERM
OF THREE YEARS IN REPLACEMENT OF SIR JOHN PARKER WHOSE MANDATE EXPIRES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
APPOINTMENT
OF MR. JEAN-PIERRE CLAMADIEU AS A NON-EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS
FOR A TERM OF THREE YEARS IN REPLACEMENT OF MR. JEAN-CLAUDE TRICHET WHOSE MANDATE
EXPIRES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
APPOINTMENT
OF MR. RENE OBERMANN AS A NON- EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS FOR A
TERM OF THREE YEARS IN REPLACEMENT OF MR. HANS-PETER KEITEL WHOSE MANDATE EXPIRES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10 |
|
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 |
|
| |
| 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 FUNDING THE COMPANY AND ITS GROUP COMPANIES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 12 |
|
RENEWAL OF
THE AUTHORISATION FOR THE BOARD OF DIRECTORS TO REPURCHASE UP TO 10 % OF THE COMPANY’S ISSUED SHARE CAPITAL |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 13 |
|
CANCELLATION
OF SHARES REPURCHASED BY THE COMPANY |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 2. |
|
Approval of
the Annual Report, Financial Statements and External Auditors’ Report corresponding
to the fiscal year ended on December 31, 2017. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3. |
|
Distribution
of the profits accrued during fiscal year 2017 and dividend payment. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5. |
|
Determination
of the remuneration of the members of the Board of Directors for fiscal year 2018. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6. |
|
Determination
of the remuneration of the members of the Directors Committee and its budget for
the fiscal year 2018. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7. |
|
Determination
of the remuneration of the members of the Audit Committee and its budget for the
fiscal year 2018. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8a. |
|
Appointment
of External Auditors Firm for the 2018 fiscal year. |
|
Management |
|
For |
|
For |
|
| |
|
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|
|
|
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|
|
|
| 8b. |
|
Appointment
of Risk Rating Agencies for the 2018 fiscal year. |
|
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 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
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|
|
|
|
| 1.2 |
|
ACCEPTANCE
OF THE COMPENSATION REPORT 2017 (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 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1.1 |
|
RE-ELECTION
AS MEMBER AND CHAIRMAN OF THE BOARD OF DIRECTORS: MR PAUL BULCKE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1.2 |
|
RE-ELECTION
AS MEMBER OF THE BOARD OF DIRECTORS: MR ULF MARK SCHNEIDER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1.3 |
|
RE-ELECTION
AS MEMBER OF THE BOARD OF DIRECTORS: MR HENRI DE CASTRIES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
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|
|
|
|
| 4.1.4 |
|
RE-ELECTION
AS MEMBER OF THE BOARD OF DIRECTORS: MR BEAT W. HESS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1.5 |
|
RE-ELECTION
AS MEMBER OF THE BOARD OF DIRECTORS: MR RENATO FASSBIND |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1.6 |
|
RE-ELECTION
AS MEMBER OF THE BOARD OF DIRECTORS: MR JEAN-PIERRE ROTH |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1.7 |
|
RE-ELECTION
AS MEMBER OF THE BOARD OF DIRECTORS: MS ANN M. VENEMAN |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1.8 |
|
RE-ELECTION
AS MEMBER OF THE BOARD OF DIRECTORS: MS EVA CHENG |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1.9 |
|
RE-ELECTION
AS MEMBER OF THE BOARD OF DIRECTORS: MS RUTH K. ONIANG’O |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.110 |
|
RE-ELECTION
AS MEMBER OF THE BOARD OF DIRECTORS: MR PATRICK AEBISCHER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.111 |
|
RE-ELECTION
AS MEMBER OF THE BOARD OF DIRECTORS: MS URSULA M. BURNS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.2.1 |
|
ELECTION TO
THE BOARD OF DIRECTORS: MR KASPER RORSTED |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.2.2 |
|
ELECTION TO
THE BOARD OF DIRECTORS: MR PABLO ISLA |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.2.3 |
|
ELECTION TO
THE BOARD OF DIRECTORS: MS KIMBERLY A. ROSS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.3.1 |
|
ELECTION AS
MEMBER OF THE COMPENSATION COMMITTEE: MR BEAT W. HESS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.3.2 |
|
ELECTION AS
MEMBER OF THE COMPENSATION COMMITTEE: MR JEAN-PIERRE ROTH |
|
Management |
|
For |
|
For |
|
| 4.3.3 |
|
ELECTION AS
MEMBER OF THE COMPENSATION COMMITTEE: MR PATRICK AEBISCHER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.3.4 |
|
ELECTION AS
MEMBER OF THE COMPENSATION COMMITTEE: MS URSULA M. BURNS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.4 |
|
ELECTION OF
THE STATUTORY AUDITORS: KPMG SA, GENEVA BRANCH |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.5 |
|
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 |
|
CAPITAL REDUCTION
(BY CANCELLATION OF SHARES) |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
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 |
|
Against |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| I |
|
DISCUSSION,
MODIFICATION OR APPROVAL, IF ANY, OF THE ANNUAL REPORT REFERRED TO IN ARTICLE 172
OF THE LEY GENERAL DE SOCIEDADES MERCANTILES, REGARDING THE OPERATIONS CARRIED OUT
BY THE COMPANY AND ITS SUBSIDIARIES DURING FISCAL YEAR FROM JANUARY 1 TO DECEMBER
31, 2017, PREVIOUS RECOMMENDATION FROM THE AUDIT COMMITTEE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| II |
|
REPORT ON
THE FULFILLMENT OF TAX OBLIGATIONS OF THE COMPANY FOR FISCAL YEAR ENDED DECEMBER
31, 2016 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| III |
|
DISCUSSION,
MODIFICATION OR APPROVAL, IF ANY, OF THE ANNUAL REPORT REGARDING THE OPERATIONS
CARRIED OUT BY THE AUDIT COMMITTEE AND THE CORPORATE PRACTICES COMMITTEE DURING
FISCAL YEAR FROM JANUARY 1 TO DECEMBER 31, 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| IV |
|
DETERMINATION
REGARDING THE APPLICATION OF RESULTS OBTAINED BY THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| V |
|
REPORT OF
THE BOARD OF DIRECTORS REGARDING THE SHARES REPRESENTATIVE OF THE CAPITAL STOCK
OF THE COMPANY, REPURCHASED AGAINST THE FUND FOR REPURCHASE OF OWN SHARES, AS FOR
THE REPLACEMENT AND DETERMINATION OF THE AMOUNT OF RESOURCES TO BE DESTINED FOR
THE REPURCHASE OF OWN SHARES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
THE ANNUAL REPORT & ACCOUNTS 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
TO APPROVE
THE DIRECTORS’ REMUNERATION REPORT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.A |
|
TO ELECT MARK
TUCKER AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.B |
|
TO ELECT JOHN
FLINT AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.C |
|
TO RE-ELECT
KATHLEEN CASEY AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.D |
|
TO RE-ELECT
LAURA CHA AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.E |
|
TO RE-ELECT
HENRI DE CASTRIES AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.F |
|
TO RE-ELECT
LORD EVANS OF WEARDALE AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.G |
|
TO RE-ELECT
IRENE LEE AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.H |
|
TO RE-ELECT
IAIN MACKAY AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.I |
|
TO RE-ELECT
HEIDI MILLER AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.J |
|
TO RE-ELECT
MARC MOSES AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.K |
|
TO RE-ELECT
DAVID NISH AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.L |
|
TO RE-ELECT
JONATHAN SYMONDS AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.M |
|
TO RE-ELECT
JACKSON TAI AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.N |
|
TO RE-ELECT
PAULINE VAN DER MEER MOHR 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 |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
TO FURTHER
DISAPPLY PRE-EMPTION RIGHTS FOR ACQUISITIONS |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 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 AUTHORISE
THE DIRECTORS TO OFFER A SCRIP DIVIDEND ALTERNATIVE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 15 |
|
TO APPROVE
AMENDMENTS TO THE ARTICLES OF ASSOCIATION |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 16 |
|
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 |
|
| 1 |
|
APPROVE BOARD
OF DIRECTORS REPORT PURSUANT TO ARTICLE 28 FRACTION IV OF MEXICAN SECURITIES MARKET
LAW |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
APPROVE FINANCIAL
STATEMENTS |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
APPROVE ALLOCATION
OF INCOME |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
APPROVE REPORT
ON ADHERENCE TO FISCAL OBLIGATIONS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
ELECT OR RATIFY
DIRECTORS, MEMBERS AND CHAIRMEN OF AUDIT AND CORPORATE GOVERNANCE COMMITTEES |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
APPROVE REMUNERATION
OF DIRECTORS |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
SET MAXIMUM
AMOUNT OF SHARE REPURCHASE RESERVE APPROVE REPORT ON SHARE REPURCHASE PROGRAM |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
AUTHORIZE
BOARD TO RATIFY AND EXECUTE APPROVED RESOLUTIONS |
|
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 LIM AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
RE-ELECTION
OF DR CHEW KIA NGEE AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
RE-ELECTION
OF MR PETER SIM SWEE YAM 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
AND CONSIDER THE FINANCIAL STATEMENTS FOR THE YEAR, TOGETHER WITH THE REPORTS OF
THE DIRECTORS AND AUDITOR THEREON |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
TO DECLARE
A FINAL DIVIDEND: EUR 0.12 PER ORDINARY SHARE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.A |
|
TO RE-APPOINT
MR. SIMON BALL |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.B |
|
TO RE-APPOINT
MR. THOMAS (TOM) FOLEY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.C |
|
TO RE-APPOINT
MR. PETER HAGAN |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.D |
|
TO RE-APPOINT
MS. CAROLAN LENNON |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.E |
|
TO RE-APPOINT
MR. BRENDAN MCDONAGH |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.F |
|
TO RE-APPOINT
MS. HELEN NORMOYLE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.G |
|
TO RE-APPOINT
MR. JAMES (JIM) O’HARA |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.H |
|
TO RE-APPOINT
MR. RICHARD PYM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.I |
|
TO RE-APPOINT
MS. CATHERINE WOODS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.J |
|
TO RE-APPOINT
MR. BERNARD BYRNE |
|
Management |
|
For |
|
For |
|
| |
| 3.K |
|
TO RE-APPOINT
MR. MARK BOURKE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
TO AUTHORISE
THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
TO CONSIDER
THE CONTINUATION IN OFFICE OF DELOITTE AS AUDITOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
TO CONSIDER
THE DIRECTORS’ REMUNERATION REPORT |
|
Management |
|
For |
|
For |
|
| 7 |
|
TO CONSIDER
THE REVISED REMUNERATION POLICY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
TO AUTHORISE
THE DIRECTORS TO ALLOT RELEVANT SECURITIES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9.A |
|
TO EMPOWER
THE DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9.B |
|
ADDITIONAL
AUTHORITY TO EMPOWER THE DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS FOR AN ACQUISITION
OR OTHER SPECIFIED CAPITAL INVESTMENT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10 |
|
TO AUTHORISE
THE MARKET PURCHASE BY THE COMPANY OF ITS OWN SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| CMMT |
|
PLEASE NOTE
THAT RESOLUTION 11 IS SUBJECT TO THE PASSING OF RESOLUTION 10 |
|
Non-Voting |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| 11 |
|
TO DETERMINE
THE PRICE RANGE AT WHICH TREASURY SHARES MAY BE RE-ISSUED OFF-MARKET |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 12 |
|
TO AUTHORISE
THE DIRECTORS TO CALL CERTAIN GENERAL MEETINGS 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 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
ALLOCATION
OF INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 AND SETTING OF THE DIVIDEND |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. CHRISTIAN BRET AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
RATIFICATION
OF THE CO-OPTATION OF MRS. JAYA VAIDHYANATHAN AS DIRECTOR AS A REPLACEMENT FOR MRS.
FLORENCE PARLY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
AUTHORIZATION
GRANTED TO THE BOARD OF DIRECTORS TO TRADE IN THE COMPANY’S SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE COMPONENTS
MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND ATTRIBUTABLE TO THE CHAIRMAN
AND CHIEF EXECUTIVE OFFICER FOR THE FINANCIAL YEAR 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE COMPONENTS
MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND ATTRIBUTABLE TO THE DEPUTY
CHIEF EXECUTIVE OFFICER FOR THE FINANCIAL YEAR 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
APPROVAL OF
THE COMPONENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID OR
AWARDED FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 TO MR. DOMINIQUE CERUTTI,
CHAIRMAN AND CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| O.10 |
|
APPROVAL OF
THE COMPONENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAID OR
AWARDED FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 TO MR. CYRIL ROGER, DEPUTY
CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.11 |
|
AUTHORIZATION
GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL OF THE COMPANY BY
CANCELLING OWN SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.12 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO ISSUE SHARES AND/OR TRANSFERABLE
SECURITIES GRANTING ACCESS TO THE SHARE CAPITAL OF THE COMPANY, WITH RETENTION OF
THE PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.13 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH CAPITAL INCREASES
RESERVED FOR EMPLOYEES OF THE COMPANY AND ALTRAN GROUP COMPANIES ADHERING TO A COMPANY
SAVINGS PLAN |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.14 |
|
AUTHORIZATION
GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH THE ALLOTMENT OF FREE EXISTING
SHARES OR SHARES TO BE ISSUED FOR THE BENEFIT OF EMPLOYEES OF THE COMPANY AND COMPANIES
RELATED TO IT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.15 |
|
OVERALL LIMITATION
OF ISSUANCE AUTHORIZATIONS WITH RETENTION OR CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION
RIGHT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.16 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal |
|
Proposed by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
REVIEW AND
APPROVAL OF THE OPERATIONS AND CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL
YEAR ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
| O.2 |
|
REVIEW AND
APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
ALLOCATION
OF INCOME AND SETTING OF THE DIVIDEND |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. JOEL SECHE AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
APPOINTMENT
OF MR. CHRISTOPHE GEGOUT AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
APPOINTMENT
OF MRS. ANNE-SOPHIE LE LAY AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. GUILLAUME CADIOU AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
RENEWAL OF
THE TERM OF OFFICE OF MRS. CARINE SALVY AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
RENEWAL OF
THE TERM OF OFFICE OF GROUPE SECHE COMPANY AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.10 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. JEAN- PIERRE VALLEE AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.11 |
|
RENEWAL OF
THE TERM OF OFFICE OF KPMG SA COMPANY AS PRINCIPLE STATUTORY AUDITOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.12 |
|
APPOINTMENT
OF THE MAZARS COMPANY AS PRINCIPLE STATUTORY AUDITOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.13 |
|
NON-APPOINTMENT
OF DEPUTY STATUTORY AUDITORS |
|
Management |
|
For |
|
For |
|
| O.14 |
|
APPROVAL OF
THE AGREEMENTS REFERRED TO IN ARTICLES L.225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL
CODE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.15 |
|
SETTING OF
THE AMOUNT OF ATTENDANCE FEES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.16 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE COMPENSATION
COMPONENTS ATTRIBUTABLE TO MR. JOEL SECHE AS CHAIRMAN AND CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.17 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND PAID OR ATTRIBUTED OF THE PREVIOUS FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.18 |
|
AUTHORIZATION
TO BE GRANTED TO THE BOARD OF DIRECTORS FOR THE COMPANY TO REPURCHASE ITS OWN SHARES
FOR A PERIOD OF EIGHTEEN (18) MONTHS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.19 |
|
AUTHORIZATION
TO THE BOARD OF DIRECTORS TO REDUCE THE CAPITAL BY CANCELLATION OF SHARES FOR A PERIOD
OF EIGHTEEN (18) MONTHS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.20 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUE OF SHARES OR TRANSFERABLE
SECURITIES GRANTING ACCESS TO THE CAPITAL OF THE COMPANY OR TO ONE OF ITS SUBSIDIARIES,
OR TO THE ALLOCATION OF DEBT SECURITIES, WITH RETENTION OF THE SHAREHOLDER’S
PRE-EMPTIVE SUBSCRIPTION RIGHT FOR A PERIOD OF TWENTY-SIX (26) MONTHS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.21 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUE OF SHARES OR TRANSFERABLE
SECURITIES GRANTING ACCESS TO THE CAPITAL OF THE COMPANY OR TO ONE OF ITS SUBSIDIARIES,
OR TO THE ALLOCATION OF DEBT SECURITIES, WITH CANCELLATION OF THE SHAREHOLDER’S
PRE- EMPTIVE SUBSCRIPTION RIGHT FOR A PERIOD OF TWENTY-SIX (26) MONTHS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.22 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO PROCEED WITH THE ISSUANCE OF SHARES OR
TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL TO REMUNERATE CONTRIBUTIONS
IN KIND GRANTED TO THE COMPANY FOR A PERIOD OF TWENTY-SIX (26) MONTHS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.23 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO PROCEED WITH CAPITAL INCREASES RESERVED
FOR MEMBERS OF A SAVINGS PLAN ENTAILING A WAIVER BY THE SHAREHOLDERS OF THEIR PRE-EMPTIVE
SUBSCRIPTION RIGHT IN FAVOUR OF THE LATTER AND TO PROCEED WITH THE ALLOCATION OF
FREE SHARES OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL TO THE LATTER
FOR A PERIOD OF TWENTY-SIX (26) MONTHS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.24 |
|
OVERALL CEILING
OF CAPITAL INCREASES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.25 |
|
POWERS |
|
Management |
|
For |
|
For |
|
| 2 |
|
TO DECLARE
THE FOLLOWING TAX EXEMPT (ONE-TIER) DIVIDENDS FOR THE YEAR ENDED 31 DECEMBER 2017:
(A) A FINAL DIVIDEND OF 2.15 SINGAPORE CENTS (SGD 0.0215) PER ORDINARY SHARE; AND
(B) A SPECIAL DIVIDEND OF 3.40 SINGAPORE CENTS (SGD 0.0340) PER ORDINARY SHARE.
(2016: FINAL TAX EXEMPT (ONE-TIER) DIVIDEND OF 2.375 SINGAPORE CENTS (SGD 0.02375)
PER ORDINARY SHARE) |
|
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 LIM MING SEONG |
|
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 TENG CHEONG KWEE |
|
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 FANG ZHIXIANG |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
TO APPROVE
THE PAYMENT OF DIRECTORS’ FEES OF SGD 460,000 FOR THE YEAR ENDED 31 DECEMBER
2017 (2016: SGD 460,000) |
|
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 |
|
TO RECEIVE
THE ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
TO APPROVE
THE DIRECTORS’ REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
TO APPROVE
THE FINAL DIVIDEND OF 21.8 PENCE PER ORDINARY SHARE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
TO ELECT ANDREW
DIDHAM AS A DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
TO ELECT RICHARD
MEDDINGS AS A DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
TO ELECT LYNNE
PEACOCK AS A DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
TO RE-ELECT
GEOFFREY HOWE AS A DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
TO RE-ELECT
ADAM KESWICK AS A DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
TO RE-ELECT
DOMINIC BURKE AS A DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10 |
|
TO RE-ELECT
MARK DRUMMOND BRADY AS A DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 11 |
|
TO RE-ELECT
CHARLES ROZES AS A DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 12 |
|
TO RE-ELECT
ANNETTE COURT 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 AUDITOR TO THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 16 |
|
TO AUTHORISE
THE DIRECTORS TO DETERMINE THE REMUNERATION OF THE AUDITOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 17 |
|
TO APPROVE
THE RULES OF THE JARDINE LLOYD THOMPSON GROUP PLC INTERNATIONAL SHARESAVE PLAN 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 18 |
|
TO AUTHORISE
THE COMPANY TO PURCHASE ITS OWN SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 19 |
|
TO AUTHORISE
THE DIRECTORS TO ALLOT SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 20 |
|
TO DISAPPLY
PRE-EMPTION RIGHTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 21 |
|
TO DISAPPLY
PRE-EMPTION RIGHTS FOR THE PURPOSES OF AN ACQUISITION OR SPECIFIED CAPITAL INVESTMENT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 22 |
|
TO AUTHORISE
THE CALLING OF GENERAL MEETINGS ON SHORT NOTICE |
|
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 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
APPROPRIATION
OF RETAINED EARNINGS AND DISTRIBUTION OF ORDINARY DIVIDEND OUT OF CAPITAL CONTRIBUTION
RESERVE: CHF 0.65 PER SHARE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
DISCHARGE
OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE GROUP EXECUTIVE BOARD FOR THE FINANCIAL
YEAR 2017 |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
APPROVAL OF
THE AGGREGATE AMOUNT OF VARIABLE COMPENSATION FOR THE MEMBERS OF THE GROUP EXECUTIVE
BOARD FOR THE FINANCIAL YEAR 2017 |
|
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 2019 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.1.1 |
|
RE-ELECTION
OF MEMBER OF THE BOARD OF DIRECTORS: 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: JULIE G. RICHARDSON |
|
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 |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.2.1 |
|
ELECTION OF
NEW MEMBER TO THE BOARD OF DIRECTORS: JEREMY ANDERSON |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.2.2 |
|
ELECTION OF
NEW MEMBER TO THE BOARD OF DIRECTORS: FRED HU |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.3.1 |
|
ELECTION OF
THE MEMBER OF THE COMPENSATION COMMITTEE: ANN F. GODBEHERE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.3.2 |
|
ELECTION OF
THE MEMBER OF THE COMPENSATION COMMITTEE: MICHEL DEMARE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.3.3 |
|
ELECTION OF
THE MEMBER OF THE COMPENSATION COMMITTEE: JULIE G. RICHARDSON |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6.3.4 |
|
ELECTION OF
THE MEMBER OF THE COMPENSATION COMMITTEE: DIETER WEMMER |
|
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 2018 TO THE ANNUAL GENERAL MEETING 2019 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8.1 |
|
RE-ELECTION
OF THE INDEPENDENT PROXY, ADB ALTORFER DUSS & BEILSTEIN AG, ZURICH |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8.2 |
|
RE-ELECTION
OF THE AUDITORS, ERNST & YOUNG LTD, BASEL |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8.3 |
|
RE-ELECTION
OF THE SPECIAL AUDITORS, BDO AG, ZURICH |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
THE AUDITED ACCOUNTS AND THE AUDITOR’S AND DIRECTORS’ REPORT FOR THE YEAR
ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
TO APPROVE
THE DIRECTORS’ REMUNERATION REPORT (EXCLUDING THE DIRECTORS’ REMUNERATION
POLICY) FOR THE YEAR ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
TO DECLARE
A FINAL DIVIDEND OF 4.42 PENCE PER ORDINARY SHARE |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
TO ELECT MARTIN
LEITCH AS A DIRECTOR |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
TO ELECT CHRISTIAN
DE CHARNACE AS A DIRECTOR |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
TO RE-ELECT
KWEK LENG BENG AS A DIRECTOR |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
TO RE-ELECT
HIS EXCELLENCY SHAUKAT AZIZ AS A DIRECTOR |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
TO RE-ELECT
DANIEL DESBAILLETS AS A DIRECTOR |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
TO RE-ELECT
SUSAN FARR AS A DIRECTOR |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 10 |
|
TO RE-ELECT
KWEK EIK SHENG AS A DIRECTOR |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 11 |
|
TO RE-ELECT
KWEK LENG PECK AS A DIRECTOR |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 12 |
|
TO RE-ELECT
GERVASE MACGREGOR AS A DIRECTOR |
|
Management |
|
Abstain |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 13 |
|
TO RE-APPOINT
KPMG LLP AS AUDITOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 14 |
|
TO AUTHORISE
THE DIRECTORS TO DETERMINE THE AUDITOR’S REMUNERATION |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 15 |
|
TO RENEW THE
AUTHORITY GIVEN IN REGARD TO PRE-EMPTION RIGHTS UNDER THE TERMS OF THE CO-OPERATION
AGREEMENT WITH CITY DEVELOPMENTS LIMITED |
|
Management |
|
Against |
|
Against |
|
| 16 |
|
TO AUTHORISE
THE COMPANY AND ITS SUBSIDIARIES TO MAKE POLITICAL DONATIONS AND OR/POLITICAL EXPENDITURE |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 17 |
|
TO AUTHORISE
THE DIRECTORS’ TO ALLOT SHARES |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 18 |
|
TO EMPOWER
THE DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS OVER CERTAIN ISSUES OF SHARES |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 19 |
|
TO EMPOWER
THE DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS OVER CERTAIN ISSUE OF SHARES IN CONNECTION
WITH ACQUISITIONS OR CAPITAL INVESTMENTS |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 20 |
|
TO AUTHORISE
THE COMPANY TO PURCHASE ITS OWN SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 21 |
|
TO AUTHORISE
GENERAL MEETINGS OTHER THAN AN ANNUAL GENERAL MEETING, TO BE HELD ON 14 CLEAR DAYS’ NOTICE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 22 |
|
PLEASE NOTE
THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: THE COMPANY HAS RECEIVED NOTICE
PURSUANT TO THE COMPANIES ACT 2006 OF THE INTENTION TO MOVE THE FOLLOWING RESOLUTION
AT THE COMPANY’S 2018 ANNUAL GENERAL MEETING ALONG WITH A SUPPORTING STATEMENT,
IN ACCORDANCE WITH SECTION 314 OF THE COMPANIES ACT 2006. THIS RESOLUTION HAS BEEN
REQUISITIONED BY MSD EUROPEAN OPPORTUNITY MASTER FUND L.P. AND MSD VALUE INVESTMENTS,
L.P: THAT THE COMPANY ENGAGES A LEADING INTERNATIONAL PROPERTY ADVISOR, IN THE CAPACITY
OF AN EXTERNAL VALUER, TO UNDERTAKE AN ANNUAL VALUATION EXERCISE TO DETERMINE THE
MARKET VALUE OF ALL THE COMPANY’S ASSETS IN EXISTING USE. THIS SHOULD BE DONE
ON AN ANNUAL BASIS AND BE INCLUDED INITIALLY IN THE 2018 ANNUAL REPORT. SUCH VALUATION
SHALL BE PREPARED IN ACCORDANCE WITH THE ROYAL INSTITUTION OF CHARTERED SURVEYORS
VALUATION STANDARDS AND PUBLISHED, AS AN ADDITIONAL DISCLOSURE IN THE COMPANY’S
ANNUAL REPORT FOLLOWING THE COMPANY’S OPERATING SEGMENT DISCLOSURE |
|
Shareholder |
|
For |
|
Against |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 4.A |
|
DISCUSSION
AND ADOPTION OF THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2016 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5.B |
|
DIVIDEND PROPOSAL:
DIVIDEND OF EUR 1.00 PER SHARE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
DISCHARGE
OF THE MEMBERS OF THE BOARD OF MANAGEMENT IN RESPECT OF THE MANAGEMENT ACTIVITIES
OF THE BOARD OF MANAGEMENT OVER THE PAST FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
DISCHARGE
OF THE MEMBERS OF THE SUPERVISORY BOARD FOR THE SUPERVISION OF THE MANAGEMENT ACTIVITIES
OF THE BOARD OF MANAGEMENT OVER THE PAST FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
NOMINATION
OF APPOINTMENT OF MR. J.P. DE KREIJ RA AS MEMBER OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
NOMINATION
OF REAPPOINTMENT OF MR. H.J. HAZEWINKEL RA AS MEMBER OF THE SUPERVISORY BOARD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10 |
|
NOMINATION
OF REAPPOINTMENT OF MR. DRS. J.H. KAMPS AS MEMBER OF THE BOARD OF MANAGEMENT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 11 |
|
AUTHORIZATION
TO THE BOARD OF MANAGEMENT TO HAVE THE COMPANY ACQUIRE SHARES IN THE CAPITAL OF
THE COMPANY |
|
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 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
TO DECLARE
A FINAL DIVIDEND |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.A |
|
TO RE-ELECT
DR THE HON. SIR DAVID KWOK PO LI AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.B |
|
TO RE-ELECT
MR JOHN ANDREW HARRY LEIGH AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.C |
|
TO RE-ELECT
MR NICHOLAS TIMOTHY JAMES COLFER AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.D |
|
TO RE-ELECT
MS ADA KOON HANG TSE AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.E |
|
TO RE-ELECT
MR JAMES LINDSAY LEWIS AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.F |
|
TO RE-ELECT
MR PHILIP LAWRENCE KADOORIE 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 |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 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 |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
TO DETERMINE
THE ORDINARY REMUNERATION OF NON-EXECUTIVE DIRECTORS AND INDEPENDENT NON-EXECUTIVE
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 Sakamoto, Katsuji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2 |
|
Appoint a
Director Sakamoto, Masatoshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.3 |
|
Appoint a
Director Someya, Toshihiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.4 |
|
Appoint a
Director Hoshino, Hiroyuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.5 |
|
Appoint a
Director Matsuoka, Minoru |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.6 |
|
Appoint a
Director Shida, Mitsuaki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.7 |
|
Appoint a
Director Iwafuchi, Hiroshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.8 |
|
Appoint a
Director Omuro, Koichi |
|
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 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
ALLOCATION
OF INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017; SETTING OF THE DIVIDEND |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
THE STATUTORY
AUDITORS’ SPECIAL REPORT ON THE AGREEMENTS AND COMMITMENTS REFERRED TO IN ARTICLE
L.225-38 OF THE FRENCH COMMERCIAL CODE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
RATIFICATION
OF THE CO-OPTATION OF MR. ANDRE FRANCOIS-PONCET AS DIRECTOR, AS A REPLACEMENT FOR
MR. FREDERIC LEMOINE FOR THE REMAINDER OF THE MANDATE OF THE LATTER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. ALDO CARDOSO AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. PASCAL LEBARD AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. JEAN-MICHEL ROPERT AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
APPROVAL OF
THE COMPENSATION POLICY ELEMENTS OF THE CHAIRMAN OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.10 |
|
APPROVAL OF
THE COMPENSATION POLICY ELEMENTS OF THE CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.11 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND
BENEFITS OF ANY KIND PAID OR AWARDED TO MR. FREDERIC LEMOINE, CHAIRMAN OF THE BOARD
OF DIRECTORS UNTIL 8 MARCH 2017, FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.12 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND
BENEFITS OF ANY KIND PAID OR AWARDED TO MR. ALDO CARDOSO, CHAIRMAN OF THE BOARD
OF DIRECTORS AS OF 8 MARCH 2017, FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.13 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND
BENEFITS OF ANY KIND PAID OR AWARDED TO MR. DIDIER MICHAUD-DANIEL, CHIEF EXECUTIVE
OFFICER, FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.14 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO TRADE IN ORDINARY SHARES OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.15 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO ISSUE, BY PUBLIC OFFERING, ORDINARY
SHARES OF THE COMPANY AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS IMMEDIATELY
AND/OR IN THE FUTURE TO THE COMPANY’S CAPITAL AND/OR TRANSFERABLE SECURITIES
GRANTING ENTITLEMENT TO THE ALLOTMENT OF DEBT SECURITIES WITH CANCELLATION OF THE
SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| E.16 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO ISSUE, BY PRIVATE PLACEMENT REFERRED
TO IN ARTICLE L.411-2, II OF THE FRENCH MONETARY AND FINANCIAL CODE, ORDINARY SHARES
OF THE COMPANY AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS IMMEDIATELY AND/OR
IN THE FUTURE TO THE COMPANY’S CAPITAL AND/OR TRANSFERABLE SECURITIES GRANTING
ENTITLEMENT TO THE ALLOTMENT OF DEBT SECURITIES WITH CANCELLATION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.17 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS, IN THE EVENT OF AN ISSUE OF ORDINARY SHARES OF
THE COMPANY AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS IMMEDIATELY AND/OR IN
THE FUTURE TO THE COMPANY’S CAPITAL WITH CANCELLATION OF THE SHAREHOLDERS’
PRE-EMPTIVE SUBSCRIPTION RIGHT, TO SET THE ISSUE PRICE IN ACCORDANCE WITH THE TERMS
SET BY THE GENERAL MEETING WITHIN THE LIMIT OF 10% OF THE SHARE CAPITAL PER YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.18 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE, IN CASE OF OVERSUBSCRIPTION,
THE NUMBER OF SECURITIES TO BE ISSUED IN THE EVENT OF A CAPITAL INCREASE WITH RETENTION
OR CANCELLATION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.19 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO GRANT SHARE SUBSCRIPTION OPTIONS, ENTAILING
EXPRESS WAIVER BY THE SHAREHOLDERS OF THEIR PRE-EMPTIVE SUBSCRIPTION RIGHT, OR SHARE
PURCHASE OPTIONS IN FAVOUR OF EMPLOYEES AND/OR EXECUTIVE CORPORATE OFFICERS OF THE
GROUP |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.20 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO ALLOT FREE ORDINARY SHARES, EXISTING OR TO
BE ISSUED, OF THE COMPANY IN FAVOUR OF EMPLOYEES AND/OR CORPORATE EXECUTIVE OFFICERS
OF THE GROUP, WITH WAIVER, IPSO JURE, BY THE SHAREHOLDERS OF THEIR PRE-EMPTIVE SUBSCRIPTION
RIGHT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.21 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO ISSUE IN FAVOUR OF MEMBERS OF
A COMPANY SAVINGS PLAN ORDINARY SHARES OF THE COMPANY AND/OR TRANSFERABLE SECURITIES
GRANTING ACCESS IMMEDIATELY AND/OR IN THE FUTURE TO THE COMPANY’S CAPITAL WITH
CANCELLATION OF THE SHAREHOLDERS’ 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 |
|
| O.1 |
|
APPROVAL OF
THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017;
DISCHARGE GRANTED TO DIRECTORS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
ALLOCATION
OF INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017AND PAYMENT OF THE DIVIDEND |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
APPROVAL OF
THE AGREEMENTS AND COMMITMENTS UNDER ARTICLE L.225-38 AND FOLLOWING OF THE FRENCH
COMMERCIAL CODE, AUTHORIZED IN PREVIOUS FINANCIAL YEARS AND OF WHICH THE EXECUTION
CONTINUED DURING THE PAST FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
APPROVAL OF
THE AGREEMENTS AND COMMITMENTS UNDER ARTICLE L.225-38 AND FOLLOWING OF THE FRENCH
COMMERCIAL CODE CONCLUDED DURING THE LAST FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
APPROVAL OF
THE ELEMENTS MAKING UP THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
ALLOCATION
OF THE ATTENDANCE FEES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. THIERRY CHEVALLIER AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
RENEWAL OF
THE TERM OF OFFICE OF THE COMPANY GROUPE SFPI SA AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.10 |
|
RENEWAL OF
THE TERM OF OFFICE OF ONE OF THE STATUTORY AUDITORS, KPMG AUDIT PARIS- CENTER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.11 |
|
RENEWAL OF
THE TERM OF OFFICE OF ONE OF THE DEPUTY STATUTORY AUDITORS, KPMG AUDIT PARIS-NORD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.12 |
|
AUTHORIZATION
TO REPURCHASE BY THE COMPANY OF ITS OWN SHARES, AS PART OF A SHARE BUYBACK PROGRAM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.13 |
|
AUTHORIZATION
GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH THE PURCHASE, RETENTION AND/OR
TRANSFER BY THE COMPANY OF ITS OWN SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.14 |
|
DELEGATION
TO THE BOARD OF DIRECTORS TO BRING THE BYLAWS INTO CONFORMITY WITH THE LAWS AND
REGULATIONS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.15 |
|
AUTHORIZATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELLING
TREASURY SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.16 |
|
PRINCIPLE
OF A SHARE CAPITAL INCREASE RESERVED FOR EMPLOYEES, PURSUANT TO ARTICLE L.225-129-6
OF THE FRENCH COMMERCIAL CODE |
|
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 Kimura, Saishi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2 |
|
Appoint a
Director except as Supervisory Committee Members Takiguchi, Akihiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.3 |
|
Appoint a
Director except as Supervisory Committee Members Kurume, Toshifumi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.4 |
|
Appoint a
Director except as Supervisory Committee Members Nishimura, Masahiko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.5 |
|
Appoint a
Director except as Supervisory Committee Members Suzuki, Hidenori |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.6 |
|
Appoint a
Director except as Supervisory Committee Members Okafuji, Ichiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.7 |
|
Appoint a
Director except as Supervisory Committee Members Ibaragi, Ichiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.8 |
|
Appoint a
Director except as Supervisory Committee Members Sato, Mitsutaka |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.1 |
|
Appoint a
Director as Supervisory Committee Members Iwamori, Masahiko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
Appoint a
Director as Supervisory Committee Members Akiyama, Toyomasa |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.3 |
|
Appoint a
Director as Supervisory Committee Members Sakakibara, Hideo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
Appoint a
Substitute Director as Supervisory Committee Members Hata, Kiyoshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
Approve Retirement
Allowance for Retiring Representative Directors, and Payment of Accrued Benefits
associated with Abolition of Retirement Benefit System for Current Corporate Officers |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
Approve Details
of Stock Compensation to be received by Directors |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE OPERATIONS AND CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
ALLOCATION
OF INCOME AND SETTING OF THE DIVIDEND AMOUNT FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
APPROVAL OF
THE AGREEMENTS RELATING TO THE CONSOLIDATION OF THE FRENCH GAS TERMINAL AND TRANSPORT
ACTIVITIES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
APPROVAL OF
THE AGREEMENT CONCERNING THE FIRM REPURCHASE OF 11,100,000 SHARES FROM THE GOVERNMENT
TO BE PROPOSED TO EMPLOYEES IN THE CONTEXT OF THE EMPLOYEE SHAREHOLDING OPERATION
LINK 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
APPROVAL OF
THE AGREEMENT CONCERNING THE POTENTIAL FORWARD REPURCHASE FROM THE GOVERNMENT OF
A NUMBER OF SHARES UP TO 11,111,111 SHARES, DEPENDING ON THE NUMBER OF SHARES ACQUIRED
BY THE EMPLOYEES IN THE CONTEXT OF THE EMPLOYEE SHAREHOLDING OPERATION LINK 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
AUTHORIZATION
TO BE GRANTED TO THE BOARD OF DIRECTORS TO TRADE IN THE COMPANY’S SHARES |
|
Management |
|
For |
|
For |
|
| O.8 |
|
APPOINTMENT
OF A DIRECTOR (MR. JEAN-PIERRE CLAMADIEU |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
APPOINTMENT
OF A DIRECTOR (MR. ROSS MCINNES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.10 |
|
APPROVAL OF
THE COMPENSATION ELEMENTS DUE OR AWARDED FOR THE FINANCIAL YEAR 2017 TO MRS. ISABELLE
KOCHER, CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.11 |
|
APPROVAL,
PURSUANT TO ARTICLE L. 225-37-2 OF THE FRENCH COMMERCIAL CODE, OF THE PRINCIPLES
AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED, VARIABLE AND
EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND
ATTRIBUTABLE TO THE CHAIRMAN OF THE BOARD OF DIRECTORS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.12 |
|
APPROVAL,
PURSUANT TO ARTICLE L. 225-37-2 OF THE FRENCH COMMERCIAL CODE, OF THE PRINCIPLES
AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED, VARIABLE AND
EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND
ATTRIBUTABLE TO THE CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.13 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE, WITH RETENTION OF PRE-EMPTIVE
SUBSCRIPTION RIGHT, ON (I) THE ISSUE OF COMMON SHARES AND/OR ANY TRANSFERRABLE SECURITIES
GRANTING ACCESS TO THE CAPITAL OF THE COMPANY AND/OR SUBSIDIARIES OF THE COMPANY,
AND/OR (II) THE ISSUE OF TRANSFERRABLE SECURITIES GRANTING THE RIGHT TO THE ALLOCATION
OF DEBT SECURITIES (USABLE ONLY OUTSIDE PUBLIC OFFER PERIODS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.14 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE, WITH CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT, ON (I) THE ISSUE OF COMMON SHARES AND/OR ANY TRANSFERRABLE SECURITIES
GRANTING ACCESS TO THE CAPITAL OF THE COMPANY AND/OR SUBSIDIARIES OF THE COMPANY,
AND/OR (II) THE ISSUE OF TRANSFERRABLE SECURITIES GRANTING THE RIGHT TO THE ALLOCATION
OF DEBT SECURITIES (USABLE ONLY OUTSIDE PUBLIC OFFER PERIODS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.15 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUE OF COMMON SHARES OR
OF VARIOUS TRANSFERRABLE SECURITIES WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION
RIGHT, IN THE CONTEXT OF AN OFFER REFERRED TO IN ARTICLE L. 411-2 II OF THE FRENCH
MONETARY AND FINANCIAL CODE (USABLE ONLY OUTSIDE PUBLIC OFFER PERIODS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.16 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE THE NUMBER OF SECURITIES TO BE
ISSUED IN THE EVENT OF THE ISSUE OF SECURITIES WITH OR WITHOUT THE PRE-EMPTIVE
SUBSCRIPTION RIGHT CARRIED OUT PURSUANT TO THE 13TH, 14TH AND 15TH RESOLUTIONS,
UP TO A LIMIT OF 15% OF THE INITIAL ISSUE (USABLE ONLY OUTSIDE PUBLIC OFFER PERIODS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.17 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS TO PROCEED WITH THE ISSUE OF COMMON SHARES
AND/OR VARIOUS TRANSFERRABLE SECURITIES AS CONSIDERATION FOR THE CONTRIBUTION OF
SECURITIES GRANTED TO THE COMPANY WITHIN THE LIMIT OF 10% OF THE SHARE CAPITAL (USABLE
ONLY OUTSIDE PUBLIC OFFER PERIODS |
|
Management |
|
For |
|
For |
|
| E.18 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS
TO DECIDE ON, WITH RETENTION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT, (I) THE ISSUE OF COMMON
SHARES AND/OR ANY TRANSFERRABLE
SECURITIES GRANTING ACCESS TO THE CAPITAL
OF THE COMPANY AND/OR SUBSIDIARIES
OF THE COMPANY, AND/OR (II) THE ISSUE OF TRANSFERRABLE
SECURITIES GRANTING RIGHT TO THE
ALLOCATION OF DEBT SECURITIES (USABLE ONLY
DURING A PUBLIC OFFER PERIOD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.19 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS
TO DECIDE ON, WITH CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT, (I) THE ISSUE
OF COMMON SHARES AND/OR ANY TRANSFERRABLE
SECURITIES GRANTING ACCESS TO THE COMPANY’S CAPITAL AND/OR SUBSIDIARIES
OF THE COMPANY, AND/OR (II) THE ISSUE OF TRANSFERRABLE
SECURITIES GRANTING RIGHT TO THE
ALLOCATION OF DEBT SECURITIES (USED ONLY
DURING A PUBLIC OFFER PERIOD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.20 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS
TO DECIDE ON THE ISSUE OF COMMON SHARES
OR OF VARIOUS TRANSFERRABLE
SECURITIES WITH CANCELLATION
OF THE PRE-EMPTIVE SUBSCRIPTION
RIGHT, IN THE CONTEXT OF AN OFFER REFERRED
TO IN ARTICLE L. 411-2 IN SECTION II
OF THE FRENCH MONETARY AND FINANCIAL
CODE (USABLE ONLY DURING A PUBLIC OFFER PERIOD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.21 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS
TO INCREASE THE NUMBER OF SECURITIES
TO BE ISSUED IN THE EVENT OF THE ISSUE OF SECURITIES
WITH OR WITHOUT PRE-EMPTIVE SUBSCRIPTION
RIGHT PURSUANT TO THE 18TH, 19TH
AND 20TH RESOLUTIONS, IN THE LIMIT OF 15% OF
THE INITIAL ISSUE (USABLE ONLY DURING A PUBLIC
OFFER PERIOD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.22 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS
TO PROCEED WITH THE ISSUE OF COMMON SHARES
AND/OR OF VARIOUS TRANSFERRABLE
SECURITIES IN CONSIDERATION FOR THE CONTRIBUTIONS
OF SECURITIES GRANTED TO
THE COMPANY WITHIN THE LIMIT OF 10% OF THE
SHARE CAPITAL (USABLE ONLY DURING A PUBLIC
OFFER PERIOD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.23 |
|
LIMITATION
OF THE GLOBAL CEILING OF DELEGATIONS
FOR IMMEDIATE AND/OR FUTURE CAPITAL INCREASE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.24 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS
TO DECIDE TO INCREASE THE SHARE CAPITAL BY
CAPITALIZATION OF PREMIUMS, RESERVES,
PROFITS OR OTHERS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.25 |
|
AUTHORIZATION
TO BE GRANTED TO THE BOARD OF DIRECTORS
TO REDUCE THE SHARE CAPITAL BY CANCELLING
TREASURY SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.26 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS
TO DECIDE TO INCREASE THE SHARE CAPITAL BY
ISSUING SHARES OR TRANSFERRABLE SECURITIES
GRANTING ACCESS TO EQUITY SECURITIES
TO BE ISSUED, WITH CANCELLATION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT, FOR THE BENEFIT
OF EMPLOYEES WHO ARE MEMBERS OF THE ENGIE
GROUP’S COMPANY SAVINGS PLANS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.27 |
|
DELEGATION
OF AUTHORITY TO THE BOARD OF DIRECTORS
TO DECIDE ON THE INCREASE OF THE SHARE CAPITAL
BY ISSUING SHARES OR TRANSFERRABLE
SECURITIES GRANTING ACCESS TO EQUITY
SECURITIES TO BE ISSUED, WITH CANCELLATION
OF THE PRE-EMPTIVE SUBSCRIPTION
RIGHT, IN FAVOUR OF ANY ENTITY WHOSE SOLE
AIM IS TO SUBSCRIBE, HOLD AND SELL SHARES
OR OTHER FINANCIAL INSTRUMENTS,
AS PART OF THE IMPLEMENTATION OF THE ENGIE
GROUP INTERNATIONAL EMPLOYEE SHAREHOLDING
PLAN |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.28 |
|
AUTHORIZATION
TO BE GRANTED TO THE BOARD OF DIRECTORS
TO PROCEED WITH THE ALLOCATION
OF FREE SHARES FOR THE BENEFIT OF ALL EMPLOYEES
AND CORPORATE OFFICERS OF THE ENGIE
GROUP COMPANIES (WITH THE EXCEPTION
OF THE CORPORATE OFFICERS OF ENGIE COMPANY)
AND OF EMPLOYEES PARTICIPATING
IN AN INTERNATIONAL EMPLOYEE SHAREHOLDING
PLAN OF THE ENGIE GROUP |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.29 |
|
AUTHORIZATION
TO BE GRANTED TO THE BOARD OF DIRECTORS
TO PROCEED WITH THE ALLOCATION
OF FREE SHARES FOR THE BENEFIT OF CERTAIN
EMPLOYEES AND CORPORATE OFFICERS OF
THE ENGIE GROUP COMPANIES (WITH THE
EXCEPTION OF CORPORATE OFFICERS OF THE ENGIE
COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.30 |
|
POWERS FOR
THE CARRYING OUT OF THE DECISIONS
OF THE GENERAL MEETING AND FOR THE FORMALITIES |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
APPROVAL OF
THE ANNUAL REPORT AND FINANCIAL
STATEMENT REPORT AND APPROVAL TO RELEASE
AND DISCHARGE (ACQUIT ET DE CHARGE) TO
THE BOARD OF COMMISSIONERS AND DIRECTORS
FROM THEIR ACTION OF SUPERVISION |
|
Management |
|
For |
|
For |
|
| |
| 2 |
|
APPROVAL ON
PROFIT UTILIZATION |
|
Management |
|
For |
|
For |
|
| |
| 3 |
|
APPROVAL OF
TANTIEM FOR DIRECTORS AND COMMISSIONER |
|
Management |
|
Against |
|
Against |
|
| |
| 4 |
|
APPROVAL OF
APPOINTMENT OF PUBLIC ACCOUNTANT
FOR FINANCIAL REPORT AUDIT AND THEIR REMUNERATION |
|
Management |
|
For |
|
For |
|
| |
| 5 |
|
DETERMINATION
OF SALARY AND OTHERS ALLOWANCES
OF DIRECTORS AND COMMISSIONERS
FOR THE FINANCIAL YEAR 2018 |
|
Management |
|
For |
|
For |
|
| |
| 6 |
|
APPROVAL OF
THE CHANGES OF THE COMPANY’S MANAGEMENT |
|
Management |
|
For |
|
For |
|
| |
| 7 |
|
APPROVAL OF
COMPANY PLAN TO PRE-EMPTIVE RIGHTS |
|
Management |
|
For |
|
For |
|
| |
| 8 |
|
APPROVAL TO
INCREASE COMPANY’S CAPITAL WITHOUT PRE-EMPTIVE
RIGHTS RELATED TO MESOP IMPLEMENTATION |
|
Management |
|
Against |
|
Against |
|
| |
| 9 |
|
APPROVAL OF
UTILIZATION OF FUND RESULTING FROM BONDS
OFFERING |
|
Management |
|
For |
|
For |
|
| 4 |
|
RE-ELECT JEAN-PAUL
LUKSIC AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
RE-ELECT OLLIE
OLIVEIRA AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
RE-ELECT GONZALO
MENENDEZ AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
RE-ELECT RAMON
JARA AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
RE-ELECT JUAN
CLARO AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
RE-ELECT WILLIAM
HAYES AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10 |
|
RE-ELECT TIM
BAKER AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 11 |
|
RE-ELECT ANDRONICO
LUKSIC AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 12 |
|
RE-ELECT VIVIANNE
BLANLOT AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 13 |
|
RE-ELECT JORGE
BANDE AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 14 |
|
RE-ELECT FRANCISCA
CASTRO AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 15 |
|
REAPPOINT
PRICEWATERHOUSECOOPERS LLP AS AUDITORS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 16 |
|
AUTHORISE
THE AUDIT AND RISK COMMITTEE TO
FIX REMUNERATION OF AUDITORS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 17 |
|
AUTHORISE
ISSUE OF EQUITY WITH PRE-EMPTIVE RIGHTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 18 |
|
AUTHORISE
ISSUE OF EQUITY WITHOUT PRE-
EMPTIVE RIGHTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 19 |
|
AUTHORISE
ISSUE OF EQUITY WITHOUT PRE-
EMPTIVE RIGHTS IN CONNECTION WITH AN
ACQUISITION
OR OTHER CAPITAL INVESTMENT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 20 |
|
AUTHORISE
MARKET PURCHASE OF ORDINARY
SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 21 |
|
AUTHORISE
THE COMPANY TO CALL GENERAL
MEETING WITH TWO WEEKS’ NOTICE |
|
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 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
TO DECLARE
A FINAL DIVIDEND OF HK10.50 CENTS PER SHARE FOR THE YEAR ENDED 31 DECEMBER
2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.A |
|
TO RE-ELECT
MR. LI ZHONGBAO AS NON- EXECUTIVE DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.B |
|
TO RE-ELECT
MR. LIM KIAN SOON AS NON- EXECUTIVE DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.C |
|
TO RE-ELECT
MR. BA RISI AS NON-EXECUTIVE DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.D |
|
TO RE-ELECT
DR. LUI KING MAN AS INDEPENDENT NON-EXECUTIVE DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.E |
|
TO RE-ELECT
MR. CUI LIGUO AS INDEPENDENT NON-EXECUTIVE DIRECTOR |
|
Management |
|
For |
|
For |
|
| 3.F |
|
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 |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 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 |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER
2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
APPROVAL OF
THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER
2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
ALLOCATION
OF INCOME OF THE PARENT COMPANY AND SETTING OF THE DIVIDEND AT 1.75 EUR PER
SHARE FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
APPROVAL OF
THE AMENDMENT TO THE ASSISTANCE AGREEMENT CONCLUDED BETWEEN THE COMPANY AND
TSA SUBJECT TO ARTICLES L.225-38 AND FOLLOWING OF THE FRENCH COMMERCIAL CODE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
RATIFICATION
OF THE CO-OPTATION OF MRS. ARMELLE DE MADRE AS DIRECTOR (OUTSIDE PERSON) AS
A REPLACEMENT FOR MRS. GUYLAINE DYEVRE, WHO RESIGNED ON 28 JUNE 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
RATIFICATION
OF THE CO-OPTATION OF THE FRENCH STATE AS DIRECTOR, ON THE PROPOSAL OF “THE
PUBLIC SECTOR” AS A REPLACEMENT FOR MS. ODILE RENAUD-BASSO WHO RESIGNED ON 29
JANUARY 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
RATIFICATION
OF THE CO-OPTATION OF MR. BERNARD FONTANA AS DIRECTOR, ON THE PROPOSAL OF
“THE PUBLIC SECTOR”, AS A REPLACEMENT FOR MR. LAURENT COLLET- BILLLON WHO
RESIGNED ON 1 JULY 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. CHARLES EDELSTENNE AS DIRECTOR ON THE PROPOSAL OF
THE (INDUSTRIAL PARTNER) |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. LOIK SEGALEN AS DIRECTOR ON THE PROPOSAL OF THE
(INDUSTRIAL PARTNER) |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.10 |
|
RENEWAL OF
THE TERM OF OFFICE OF MRS. ANNE- CLAIRE TAITTINGER AS DIRECTOR (OUTSIDE PERSON) |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.11 |
|
RENEWAL OF
THE TERM OF OFFICE OF MRS. ANN TAYLOR AS DIRECTOR (OUTSIDE PERSON) |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.12 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. ERIC TRAPPIER AS DIRECTOR ON THE PROPOSAL OF THE
(INDUSTRIAL PARTNER) |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.13 |
|
RENEWAL OF
THE TERM OF OFFICE OF MRS. MARIE-FRANCOISE WALBAUM AS DIRECTOR ON THE PROPOSAL
OF THE (INDUSTRIAL PARTNER) |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.14 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. PATRICE CAINE AS DIRECTOR, ON THE PROPOSAL OF “THE
PUBLIC SECTOR” |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.15 |
|
APPROVAL OF
THE COMPENSATION ELEMENTS PAID OR AWARDED TO MR. PATRICE CAINE, CHAIRMAN AND
CHIEF EXECUTIVE OFFICER AND THE ONLY CORPORATE OFFICER, FOR THE FINANCIAL
YEAR ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.16 |
|
APPROVAL OF
THE COMMITMENTS REFERRED TO IN ARTICLE L.225-42-1 OF THE FRENCH COMMERCIAL
CODE RELATING TO POTENTIAL SEVERANCE PAYMENTS OF MR. PATRICE CAINE IN CERTAIN
CASES OF TERMINATION OF HIS TERM OF OFFICE |
|
Management |
|
For |
|
For |
|
| O.17 |
|
APPROVAL OF
THE COMMITMENTS REFERRED TO IN ARTICLE L.225-42-1 OF THE FRENCH COMMERCIAL
CODE RELATING TO THE DEFERRED PROGRESSIVE AND CONDITIONAL COMPENSATION OF
MR. PATRICE CAINE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.18 |
|
APPROVAL OF
THE COMMITMENTS REFERRED TO IN ARTICLE L.225-42-1 OF THE FRENCH COMMERCIAL
CODE RELATING TO THE PRIVATE UNEMPLOYMENT INSURANCE OF MR. PATRICE CAINE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.19 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA OF DETERMINING, DISTRIBUTING AND ALLOCATING THEFIXED,
VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS
OF ANY KIND ATTRIBUTABLE TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF THALES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.20 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO ALLOW THE COMPANY TO TRADE IN ITS OWN
SHARES (AT A MAXIMUM PURCHASE PRICE OF 125 EUROS PER SHARE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.21 |
|
AUTHORIZATION
GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO ALLOT FREE
SHARES (“AGA”), WITHIN THE LIMIT OF 1% OF THE CAPITAL FOR THE BENEFIT OF THALES
GROUP EMPLOYEES, WITHOUT THE PREFERENTIAL SUBSCRIPTION RIGHT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.22 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO
DECIDE ON THE ISSUE OF SHARES OR TRANSFERABLE SECURITIES GRANTING ACCESS
TO THE CAPITAL OR TRANSFERABLE SECURITIES GRANTING ENTITLEMENT TO THE ALLOTMENT
OF DEBT SECURITIES, WITH RETENTION OF THE PRE- EMPTIVE SUBSCRIPTION RIGHT
FOR SHAREHOLDERS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.23 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO
DECIDE ON THE ISSUE OF SHARES OR TRANSFERABLE SECURITIES GIVING ACCESS TO
THE CAPITAL, WITH CANCELLATION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION
RIGHT AND THE POSSIBILITY OF A PRIORITY PERIOD |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.24 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO
DECIDE ON THE ISSUE OF SHARES OR TRANSFERABLE SECURITIES GRANTING ACCESS
TO THE CAPITAL WITH CANCELLATION OF THE SHAREHOLDERS’ PRE-EMPTIVE SUBSCRIPTION
RIGHT, BY PRIVATE PLACEMENT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.25 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO
INCREASE THE NUMBER OF SECURITIES TO BE ISSUED IN THE EVENT OF AN ISSUE OF
THE COMPANY SHARES OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL,
WITH RETENTION OR CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, WITHIN
THE LEGAL LIMIT OF 15% |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.26 |
|
DELEGATION
OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS FOR A PERIOD OF 26 MONTHS TO
DECIDE ON THE ISSUE OF SHARES AND / OR TRANSFERABLE SECURITIES GRANTING ACCESS
TO THE CAPITAL AS REMUNERATION FOR CAPITAL SECURITIES CONTRIBUTIONS OR GRANTING
ACCESS TO THE CAPITAL OF THIRD- PARTY COMPANIES WITHIN THE LEGAL LIMIT OF
10% OF THE CAPITAL OF THE COMPANY, WITHOUT THE PRE-EMPTIVE SUBSCRIPTION RIGHT |
|
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 Nagamatsu, Fumihiko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.7 |
|
Appoint a
Director Furuya, Kazuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.8 |
|
Appoint a
Director Joseph M. DePinto |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.9 |
|
Appoint a
Director Tsukio, Yoshio |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.10 |
|
Appoint a
Director Ito, Kunio |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.11 |
|
Appoint a
Director Yonemura, Toshiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.12 |
|
Appoint a
Director Higashi, Tetsuro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.1 |
|
Appoint a
Corporate Auditor Taniguchi, Yoshitake |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
Appoint a
Corporate Auditor Rudy, Kazuko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.3 |
|
Appoint a
Corporate Auditor Hara, Kazuhiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.4 |
|
Appoint a
Corporate Auditor Inamasu, Mitsuko |
|
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 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 Orita, Joji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2 |
|
Appoint a
Director except as Supervisory Committee
Members Uechi, Tessei |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.3 |
|
Appoint a
Director except as Supervisory Committee
Members Nakanishi, Atsushi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.4 |
|
Appoint a
Director except as Supervisory Committee
Members Imanaka, Yasuhiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.5 |
|
Appoint a
Director except as Supervisory Committee
Members Arashiro, Kentaro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.6 |
|
Appoint a
Director except as Supervisory Committee
Members Tasaki, Masahito |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
Appoint a
Director except as Supervisory Committee
Members Tanaka, Yasuo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.2 |
|
Appoint a
Director except as Supervisory Committee
Members Ikebe, Yasuyuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.3 |
|
Appoint a
Director except as Supervisory Committee
Members Saita, Toshio |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.4 |
|
Appoint a
Director except as Supervisory Committee
Members Takeno, Shigeto |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.5 |
|
Appoint a
Director except as Supervisory Committee
Members Shimizu, Minoru |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.6 |
|
Appoint a
Director except as Supervisory Committee
Members Kawano, Tomohisa |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.7 |
|
Appoint a
Director except as Supervisory Committee
Members Tomimatsu, Shunichi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.8 |
|
Appoint a
Director except as Supervisory Committee
Members Aoki, Tamotsu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.9 |
|
Appoint a
Director except as Supervisory Committee
Members Yoshimura, Takeshi |
|
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 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
TO DECLARE
A FINAL DIVIDEND OF HKD 5 CENTS PER SHARE FOR THE YEAR ENDED 31 DECEMBER
2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
TO RE-ELECT
MR. TAO QINGRONG AS AN EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
TO RE-ELECT
MR. CHEUNG YAT MING AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
TO AUTHORIZE
THE BOARD OF DIRECTORS OF THE COMPANY (THE “BOARD”) TO FIX THE DIRECTORS’
REMUNERATION |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
TO RE-APPOINT
ERNST & YOUNG AS THE AUDITORS OF THE COMPANY AND TO AUTHORIZE THE BOARD TO
FIX AUDITORS’ REMUNERATION |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
TO GRANT A
GENERAL MANDATE TO THE DIRECTORS OF THE COMPANY TO REPURCHASE THE COMPANY’S SHARES (“SHARES”) |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
TO GRANT A
GENERAL MANDATE TO THE DIRECTORS OF THE COMPANY TO ALLOT, ISSUE AND DEAL WITH
THE SHARES |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
THAT CONDITIONAL
UPON THE PASSING OF RESOLUTIONS NOS. 7 AND 8 AS SET OUT IN THE NOTICE CONVENING
THE AGM, THE GENERAL MANDATE GRANTED TO THE DIRECTORS PURSUANT TO RESOLUTION
NO. 8 AS SET OUT IN THE NOTICE CONVENING THE AGM BE AND IS HEREBY EXTENDED
BY THE ADDITION THERETO OF AN AMOUNT REPRESENTING THE AGGREGATE NOMINAL VALUE
OF SHARE CAPITAL OF THE COMPANY REPURCHASED BY THE COMPANY UNDER THE AUTHORITY
GRANTED PURSUANT TO RESOLUTION NO. 7 AS SET OUT IN THE NOTICE CONVENING THE
AGM, PROVIDED THAT SUCH AMOUNT SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL
VALUE OF THE ISSUED SHARE CAPITAL OF THE COMPANY AS AT THE DATE OF PASSING
OF THIS RESOLUTION |
|
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 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
TO DECLARE
A FINAL DIVIDEND OF HKD 0.17 PER SHARE OUT OF THE RETAINED EARNINGS AND THE
CONTRIBUTED SURPLUS ACCOUNT OF THE COMPANY IN RESPECT OF THE YEAR ENDED 31
DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.A |
|
TO RE-ELECT
MR. PETER COSGROVE AS A NON- EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.B |
|
TO RE-ELECT
MR. ZHU JIA AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.C |
|
TO RE-ELECT
MR. CORMAC O’SHEA AS A NON- EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.D |
|
TO RE-ELECT
MR. THOMAS MANNING AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
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 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
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 |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
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 |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
THAT: SUBJECT
TO THE PASSING OF RESOLUTIONS 5 AND 6 SET OUT IN THIS NOTICE OF THE AGM, THE
TOTAL NUMBER OF SHARES WHICH ARE PURCHASED BY THE COMPANY PURSUANT TO THE
AUTHORITY GRANTED TO THE DIRECTORS UNDER RESOLUTION 5 SET OUT IN THIS NOTICE OF
THE AGM SHALL BE ADDED TO THE TOTAL NUMBER OF SHARES THAT MAY BE ALLOTTED
OR AGREED TO BE ALLOTTED BY THE DIRECTORS PURSUANT TO RESOLUTION 6 SET OUT
IN THIS NOTICE OF THE AGM |
|
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 Tako, Nobuyuki |
|
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 Ichikawa, Minami |
|
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 Seta, Kazuhiko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.8 |
|
Appoint a
Director except as Supervisory Committee
Members Ikeda, Atsuo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.9 |
|
Appoint a
Director except as Supervisory Committee
Members Ota, Keiji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.10 |
|
Appoint a
Director except as Supervisory Committee
Members Matsuoka, Hiroyasu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.11 |
|
Appoint a
Director except as Supervisory Committee
Members Ikeda, Takayuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.12 |
|
Appoint a
Director except as Supervisory Committee
Members Biro, Hiroshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.13 |
|
Appoint a
Director except as Supervisory Committee
Members Sumi, Kazuo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.14 |
|
Appoint a
Director except as Supervisory Committee
Members Kato, Harunori |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.1 |
|
Appoint a
Director as Supervisory Committee Members
Okimoto, Tomoyasu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
Appoint a
Director as Supervisory Committee Members
Kobayashi, Takashi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.3 |
|
Appoint a
Director as Supervisory Committee Members
Ando, Satoshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
Appoint a
Substitute Director as Supervisory Committee Members Ota, Taizo |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
ALLOCATION
OF INCOME |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
OPTION FOR
THE PAYMENT OF THE DIVIDEND IN SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
AUTHORIZATION
TO DISTRIBUTE THE INTERIM DIVIDEND WITH A PAYMENT IN SHARES OPTION |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
APPROVAL OF
THE AMENDMENTS TO SIGNIFICANT REGULATED AGREEMENTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
APPROVAL OF
A SIGNIFICANT REGULATED AGREEMENT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
APPROVAL OF
REGULATED AGREEMENTS AND COMMITMENTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. HUBERT FABRI AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.10 |
|
RENEWAL OF
THE TERM OF OFFICE OF MRS. DOMINIQUE HERIARD DUBREUIL AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.11 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. ALEXANDRE PICCIOTTO AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.12 |
|
AUTHORIZATION
GRANTED TO THE BOARD OF DIRECTORS TO ACQUIRE THE SHARES OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.13 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND PAID OR AWARDED TO MR. VINCENT BOLLORE AS CHAIRMAN
AND CHIEF EXECUTIVE OFFICER FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| O.14 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND PAID OR AWARDED TO MR. CYRILLE BOLLORE AS DEPUTY
CHIEF EXECUTIVE OFFICER FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.15 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND ATTRIBUTABLE TO MR. VINCENT BOLLORE AS CHAIRMAN AND
CHIEF EXECUTIVE OFFICER FOR THE FINANCIAL YEAR 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.16 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND, ATTRIBUTABLE TO MR. CYRILLE BOLLORE AS DEPUTY CHIEF
EXECUTIVE OFFICER FOR THE FINANCIAL YEAR 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.17 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.1 |
|
AUTHORIZATION
GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE CAPITAL BY CANCELLING SHARES
PREVIOUSLY BOUGHT BACK IN THE CONTEXT OF A SHARE BUYBACK PROGRAM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.2 |
|
AMENDMENT
TO ARTICLE 19 OF THE BY-LAWS TO INCLUDE THE CONDITIONS OF THE ACQUISITION
OF THE DOUBLE VOTING RIGHT IN ACCORDANCE WITH THE PROVISIONS OF THE LAW NO. 2014-384
OF 29 MARCH 2014, KNOWN AS THE “LOI FLORANGE”, AND TO MENTION THE TERMS FOR
DISTRIBUTING THE VOTING RIGHTS OF STRIP SECURITIES UNDER A CONSERVATION
COMMITMENT IN THE CONTEXT OF THE PROVISIONS OF ARTICLE 787 B OF THE FRENCH
GENERAL TAX CODE (“PACTE DUTREIL” |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| E.3 |
|
POWERS 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 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
ALLOCATION
OF INCOME |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
OPTION FOR
THE PAYMENT OF THE DIVIDEND IN SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
AUTHORIZATION
TO DISTRIBUTE THE INTERIM DIVIDEND WITH A PAYMENT IN SHARES OPTION |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
APPROVAL OF
THE AMENDMENTS TO SIGNIFICANT REGULATED AGREEMENTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
APPROVAL OF
A SIGNIFICANT REGULATED AGREEMENT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
APPROVAL OF
REGULATED AGREEMENTS AND COMMITMENTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. HUBERT FABRI AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.10 |
|
RENEWAL OF
THE TERM OF OFFICE OF MRS. DOMINIQUE HERIARD DUBREUIL AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.11 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. ALEXANDRE PICCIOTTO AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.12 |
|
AUTHORIZATION
GRANTED TO THE BOARD OF DIRECTORS TO ACQUIRE THE SHARES OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| O.13 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND PAID OR AWARDED TO MR. VINCENT BOLLORE AS CHAIRMAN
AND CHIEF EXECUTIVE OFFICER FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.14 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND PAID OR AWARDED TO MR. CYRILLE BOLLORE AS DEPUTY
CHIEF EXECUTIVE OFFICER FOR THE FINANCIAL YEAR 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.15 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND ATTRIBUTABLE TO MR. VINCENT BOLLORE AS CHAIRMAN AND
CHIEF EXECUTIVE OFFICER FOR THE FINANCIAL YEAR 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.16 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND, ATTRIBUTABLE TO MR. CYRILLE BOLLORE AS DEPUTY CHIEF
EXECUTIVE OFFICER FOR THE FINANCIAL YEAR 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.17 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.1 |
|
AUTHORIZATION
GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE CAPITAL BY CANCELLING SHARES
PREVIOUSLY BOUGHT BACK IN THE CONTEXT OF A SHARE BUYBACK PROGRAM |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.2 |
|
AMENDMENT
TO ARTICLE 19 OF THE BY-LAWS TO INCLUDE THE CONDITIONS OF THE ACQUISITION
OF THE DOUBLE VOTING RIGHT IN ACCORDANCE WITH THE PROVISIONS OF THE LAW NO. 2014-384
OF 29 MARCH 2014, KNOWN AS THE “LOI FLORANGE”, AND TO MENTION THE TERMS FOR
DISTRIBUTING THE VOTING RIGHTS OF STRIP SECURITIES UNDER A CONSERVATION
COMMITMENT IN THE CONTEXT OF THE PROVISIONS OF ARTICLE 787 B OF THE FRENCH
GENERAL TAX CODE (“PACTE DUTREIL”) |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| E.3 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
|
| O.7 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND PAID OR AWARDED TO MR. CEDRIC DE BAILLIENCOURT AS
CHIEF EXECUTIVE OFFICER UNTIL 01ST SEPTEMBER 2017 |
|
Management |
|
For |
|
For |
| |
|
|
|
|
|
|
|
|
| O.8 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND PAID OR AWARDED TO MR. CYRILLE BOLLORE AS CHIEF EXECUTIVE
OFFICER SINCE 01ST SEPTEMBER 2017 |
|
Management |
|
For |
|
For |
| |
|
|
|
|
|
|
|
|
| O.9 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND ATTRIBUTABLE FOR THE FINANCIAL YEAR 2018 TO MR. VINCENT
BOLLORE AS CHAIRMAN OF THE BOARD OF DIRECTORS, TO MR. CYRILLE BOLLORE AS CHIEF
EXECUTIVE OFFICER AND TO MR. CEDRIC DE BAILLIENCOURT AS DEPUTY CHIEF EXECUTIVE
OFFICER |
|
Management |
|
For |
|
For |
| |
|
|
|
|
|
|
|
|
| O.10 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
| |
|
|
|
|
|
|
|
|
| E.1 |
|
AUTHORISATION
GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELLING
SHARES PREVIOUSLY REPURCHASED UNDER A SHARE BUYBACK PROGRAM |
|
Management |
|
For |
|
For |
| |
|
|
|
|
|
|
|
|
| E.2 |
|
POWERS TO
CARRY OUT ALL LEGAL FORMALITIES |
|
Management |
|
For |
|
For |
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO APPROVE
THE DECLARATION OF A FINAL SINGLE-TIER DIVIDEND OF 5.0 SEN PER ORDINARY SHARE
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 TO BE PAID ON 28 JUNE 2018 TO
MEMBERS REGISTERED IN THE RECORD OF DEPOSITORS ON 8 JUNE 2018 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
TO APPROVE
THE PAYMENT OF DIRECTORS’ FEES OF RM1,345,050.00 AND BENEFITS-IN-KIND OF
RM25,066.00 FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
TO APPROVE
THE PAYMENT OF DIRECTORS’ BENEFITS-IN-KIND FOR THE PERIOD FROM 1 JANUARY
2018 UNTIL THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY IN 2019 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
TO RE-ELECT
THE FOLLOWING PERSON AS DIRECTOR OF THE COMPANY PURSUANT TO PARAGRAPH 99 OF
THE COMPANY’S CONSTITUTION: TAN SRI LIM KOK THAY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
TO RE-ELECT
THE FOLLOWING PERSON AS DIRECTOR OF THE COMPANY PURSUANT TO PARAGRAPH 99 OF
THE COMPANY’S CONSTITUTION: MR TEO ENG SIONG |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
TO RE-ELECT
THE FOLLOWING PERSON AS DIRECTOR OF THE COMPANY PURSUANT TO PARAGRAPH 104
OF THE COMPANY’S CONSTITUTION: TUN MOHAMMED HANIF BIN OMAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
TO RE-ELECT
THE FOLLOWING PERSON AS DIRECTOR OF THE COMPANY PURSUANT TO PARAGRAPH 104
OF THE COMPANY’S CONSTITUTION: TAN SRI DATO’ SERI ALWI JANTAN |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
TO RE-ELECT
THE FOLLOWING PERSON AS DIRECTOR OF THE COMPANY PURSUANT TO PARAGRAPH 104
OF THE COMPANY’S CONSTITUTION: TAN SRI CLIFFORD FRANCIS HERBERT |
|
Management |
|
For |
|
For |
|
| 9 |
|
TO RE-APPOINT
PRICEWATERHOUSECOOPERS PLT AS AUDITORS OF THE COMPANY AND TO AUTHORISE THE
DIRECTORS TO FIX THEIR REMUNERATION |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10 |
|
AUTHORITY
TO DIRECTORS PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 11 |
|
PROPOSED RENEWAL
OF THE AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 12 |
|
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 CORPORATE FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017; APPROVAL OF THE EXPENSES AND
COSTS REFERRED TO IN ARTICLE 39-4 OF THE GENERAL TAX CODE ON THE NON-DEDUCTIBLE
EXPENDITURES ON TOURIST VEHICLES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
DISCHARGE
GRANTED TO MEMBERS OF THE BOARD OF DIRECTORS AND STATUTORY AUDITORS FOR THEIR
MANDATES FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
ALLOCATION
OF INCOME AND SETTING OF THE DIVIDEND |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
SETTING OF
THE ATTENDANCE FEES TO BE ALLOCATED TO THE BOARD OF DIRECTORS FOR THE CURRENT
FINANCIAL YEAR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
APPROVAL OF
THE TERMS OF THE AGREEMENTS AND OPERATIONS REFERRED TO IN ARTICLES L.225-38
AND FOLLOWING OF THE FRENCH COMMERCIAL CODE MENTIONED IN THE STATUTORY AUDITORS’ SPECIAL REPORT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
APPOINTMENT
OF MRS. COLETTE ROBERT AS NEW DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
APPOINTMENT
OF MRS. ISABELLE PARIZE AS NEW DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING
THE FIXED, VARIABLE AND EXCEPTIONAL ELEMENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND ATTRIBUTABLE, BY VIRTUE OF THEIR MANDATE, TO THE CHIEF
EXECUTIVE OFFICERS AND DEPUTY CHIEF EXECUTIVE OFFICERS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
APPROVAL OF
THE COMPENSATION ELEMENTS DUE OR ALLOCATED, BY VIRTUE OF THEIR MANDATE, TO
THE CHIEF EXECUTIVE OFFICERS AND DEPUTY CHIEF EXECUTIVE OFFICERS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| E.10 |
|
AUTHORIZATION
TO THE BOARD OF DIRECTORS TO PROCEED WITH THE ALLOCATION OF FREE SHARES OF
THE COMPANY FOR THE BENEFIT OF EMPLOYEES AND/OR MANAGERS OF THE COMPANY, ENTAILING
A WAIVER, IPSO JURE, OF THE SHAREHOLDERS TO THEIR PRE-EMPTIVE SUBSCRIPTION
RIGHT FOR THE BENEFIT OF BENEFICIARIES OF THE FREE SHARES. AUTHORIZATION TO
THE BOARD OF DIRECTORS TO PROCEED WITH A CAPITAL INCREASE, WITHIN THE LIMIT
OF 10% OF THE SHARE CAPITAL |
|
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 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
TO DECLARE
A FINAL DIVIDEND OF 1 HONG KONG CENT PER SHARE FOR THE YEAR ENDED 31 DECEMBER
2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
TO RE-ELECT
MR. CHUI KEUNG AS EXECUTIVE DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
TO RE-ELECT
MR. GONG JIANZHONG AS NON- EXECUTIVE DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
TO RE-ELECT
MR. SUN YANJUN AS NON-EXECUTIVE DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
TO AUTHORISE
THE BOARD OF DIRECTORS OF THE COMPANY (THE “BOARD”) TO FIX THE REMUNERATION
OF THE DIRECTORS OF THE COMPANY |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
TO RE-APPOINT
PRICEWATERHOUSECOOPERS AS AUDITOR OF THE COMPANY AND TO AUTHORISE THE BOARD
TO FIX THEIR REMUNERATION |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
TO GRANT A
GENERAL MANDATE TO THE BOARD TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
TO GRANT A
GENERAL MANDATE TO THE BOARD TO BUY-BACK SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10 |
|
TO INCREASE
AND EXTEND THE MAXIMUM NOMINAL AMOUNT OF SHARE CAPITAL WHICH THE BOARD IS
AUTHORISED TO ALLOT, ISSUE AND DEAL WITH PURSUANT TO THE GENERAL MANDATE
SET OUT IN RESOLUTION NO. 8 BY THE AGGREGATE NOMINAL AMOUNT OF SHARES REPURCHASED
PURSUANT TO THE GENERAL MANDATE SET OUT IN RESOLUTION NO. 9 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 11 |
|
TO APPROVE
THE 2018 PNM SHARE OPTION SCHEME OF PHOENIX NEW MEDIA LIMITED (“PNM”), AND
TO AUTHORISE THE DIRECTORS OF PNM TO ADMINISTER THE 2018 PNM SHARE OPTION
SCHEME AND TO GRANT OPTIONS TO SUBSCRIBE FOR PNM SHARES IN ACCORDANCE WITH ITS
RULES; TO MODIFY AND/OR AMEND THE 2018 PNM SHARE OPTION SCHEME; AND TO ALLOT,
ISSUE AND DEAL WITH ANY PNM SHARES PURSUANT TO THE EXERCISE OF THE SUBSCRIPTION
RIGHTS UNDER ANY OPTIONS, AMONG OTHER THINGS; AND TO AUTHORISE THE DIRECTORS
OF THE COMPANY TO EXECUTE ALL SUCH DOCUMENTS AND TAKE ALL SUCH STEPS AS THEY
MAY DEEM NECESSARY |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
ACCEPT FINANCIAL
STATEMENTS AND STATUTORY REPORTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
APPROVE FINAL
DIVIDEND: DIVIDEND OF 37.3 PENCE PER ORDINARY SHARE |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
APPROVE REMUNERATION
REPORT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
RE-ELECT:
ROBERTO QUARTA AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
RE-ELECT:
DR JACQUES AIGRAIN AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
RE-ELECT:
RUIGANG LI AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
RE-ELECT:
PAUL RICHARDSON AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
RE-ELECT:
HUGO SHONG AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
RE-ELECT:
SALLY SUSMAN AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10 |
|
RE-ELECT:
SOLOMON TRUJILLO AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 11 |
|
RE-ELECT:
SIR JOHN HOOD AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 12 |
|
RE-ELECT:
NICOLE SELIGMAN AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 13 |
|
RE-ELECT:
DANIELA RICCARDI AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 14 |
|
RE-ELECT:
TAREK FARAHAT AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 15 |
|
REAPPOINT
DELOITTE LLP AS AUDITORS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 16 |
|
AUTHORISE
THE AUDIT COMMITTEE TO FIX REMUNERATION OF AUDITORS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 17 |
|
AUTHORISE
ISSUE OF EQUITY WITH PRE-EMPTIVE RIGHTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 18 |
|
AUTHORISE
MARKET PURCHASE OF ORDINARY SHARES |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 19 |
|
AUTHORISE
ISSUE OF EQUITY WITHOUT PRE- EMPTIVE RIGHTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 20 |
|
AUTHORISE
ISSUE OF EQUITY WITHOUT PRE- EMPTIVE RIGHTS IN CONNECTION WITH AN ACQUISITION
OR OTHER CAPITAL INVESTMENT |
|
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 Yuasa, Hideo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
Appoint a
Director Nakachi, Masakazu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.3 |
|
Appoint a
Director Yamamori, Seiji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.4 |
|
Appoint a
Director Tomori, Katsuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.5 |
|
Appoint a
Director Oroku, Kunio |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.6 |
|
Appoint a
Director Ishimine, Denichiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.7 |
|
Appoint a
Director Ishikawa, Yuzo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.8 |
|
Appoint a
Director Tanaka, Takashi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
Appoint a
Corporate Auditor Kadekaru, Yoshio |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
Approve Payment
of Bonuses to Corporate Officers |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
Approve Details
of the Performance-based Stock Compensation to be received by Directors |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
TO RECEIVE
AND APPROVE THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2017 AND THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
TO DECLARE
A FINAL DIVIDEND OF HKD 0.20 PER SHARE FOR THE YEAR ENDED 31 DECEMBER 2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.A |
|
TO RE-ELECT
MR. HERMAN CHANG HSIUGUO AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.B |
|
TO RE-ELECT
MR. PETER JACKSON AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.C |
|
TO RE-ELECT
MS. PHILANA WAI YIN POON AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.D |
|
TO RE-ELECT
DR. ROGER SHUN-HONG TONG AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.E |
|
TO RE-ELECT
MS. MAURA WONG HUNG HUNG AS A DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.F |
|
TO RE-ELECT
MR. GREGORY M. ZELUCK 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 2018 |
|
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 |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
Amend Articles
to: Expand Business Lines, Transition to a Company with Supervisory Committee,
Clarify the Maximum Size of the Board of Directors to 14, Adopt Reduction
of Liability System for Non-Executive Directors |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.1 |
|
Appoint a
Director except as Supervisory Committee Members Hatanaka, Yoshihiko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
Appoint a
Director except as Supervisory Committee Members Yasukawa, Kenji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.3 |
|
Appoint a
Director except as Supervisory Committee Members Aizawa, Yoshiharu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.4 |
|
Appoint a
Director except as Supervisory Committee Members Sekiyama, Mamoru |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.5 |
|
Appoint a
Director except as Supervisory Committee Members Yamagami, Keiko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1 |
|
Appoint a
Director as Supervisory Committee Members Fujisawa, Tomokazu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.2 |
|
Appoint a
Director as Supervisory Committee Members Sakai, Hiroko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.3 |
|
Appoint a
Director as Supervisory Committee Members Kanamori, Hitoshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.4 |
|
Appoint a
Director as Supervisory Committee Members Uematsu, Noriyuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.5 |
|
Appoint a
Director as Supervisory Committee Members Sasaki, Hiroo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
Appoint a
Substitute Director as Supervisory Committee Members Shibumura, Haruko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
Amend the
Compensation to be received by Directors except as Supervisory Committee Members |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7 |
|
Amend the
Compensation to be received by Directors as Supervisory Committee Members |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8 |
|
Approve Payment
of the Stock Compensation to Directors except as Supervisory Committee Members |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9 |
|
Approve Payment
of Bonuses to Directors |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| O.1 |
|
APPROVAL OF
THE CORPORATE ANNUAL FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2017 - APPROVAL OF NON- DEDUCTIBLE EXPENSES AND COSTS |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.2 |
|
APPROVAL OF
THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER
2017 |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.3 |
|
ALLOCATION
OF INCOME FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 AND SETTING OF THE
DIVIDEND |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.4 |
|
STATUTORY
AUDITOR’S SPECIAL REPORT ON THE REGULATED AGREEMENTS AND COMMITMENTS -
ACKNOWLEDGEMENT OF THE ABSENCE OF NEW AGREEMENT |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.5 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. MARC EISENBERG AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.6 |
|
RENEWAL OF
THE TERM OF OFFICE OF MR. GERALD ATTIA AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.7 |
|
RENEWAL OF
THE TERM OF OFFICE OF MRS. JANE SEROUSSI AS DIRECTOR |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.8 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ALL KINDS PAID OR AWARDED IN RESPECT OF THE PAST FINANCIAL
YEAR TO MR. SIMON AZOULAY, CHAIRMAN AND CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.9 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ALL KINDS PAID OR AWARDED IN RESPECT OF THE PAST FINANCIAL
YEAR TO MR. GERALD ATTIA, DEPUTY CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.10 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ALL KINDS PAID OR AWARDED IN RESPECT OF THE PAST FINANCIAL
YEAR TO MR. BRUNO BENOLIEL, DEPUTY CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.11 |
|
APPROVAL OF
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ALL KINDS PAID OR AWARDED IN RESPECT OF THE PAST FINANCIAL
YEAR TO MR. PIERRE MARCEL, DEPUTY CHIEF EXECUTIVE OFFICER |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| O.12 |
|
APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND ATTRIBUTABLE TO THE CHAIRMAN AND CHIEF EXECUTIVE
OFFICER |
|
Management |
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For |
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For |
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| O.13 |
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APPROVAL OF
THE PRINCIPLES AND CRITERIA FOR DETERMINING, DISTRIBUTING AND ALLOCATING
THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION
AND BENEFITS OF ANY KIND ATTRIBUTABLE TO THE DEPUTY CHIEF EXECUTIVE OFFICERS |
|
Management |
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For |
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For |
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| Item |
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Proposal
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Proposed
by |
|
Vote |
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For/Against
Management |
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| 1 |
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Approve Appropriation
of Surplus |
|
Management |
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For |
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For |
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| 2.1 |
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Appoint a
Director Mikiya, Toshio |
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Management |
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For |
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For |
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| 2.2 |
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Appoint a
Director Ogata, Akinobu |
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Management |
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For |
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For |
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| 2.3 |
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Appoint a
Director Nishida, Yutaka |
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Management |
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For |
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For |
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| 2.4 |
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Appoint a
Director Takata, Yoko |
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Management |
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For |
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For |
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| 2.5 |
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Appoint a
Director Ishizawa, Masamitsu |
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Management |
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For |
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For |
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| 2.6 |
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Appoint a
Director Mori, Kenji |
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Management |
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For |
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For |
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| 2.7 |
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Appoint a
Director Arai, Kazunari |
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Management |
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For |
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For |
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| 2.8 |
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Appoint a
Director Inoue, Mitsuhiro |
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Management |
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For |
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For |
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| 2.9 |
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Appoint a
Director Chiba, Takashi |
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Management |
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For |
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For |
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| 2.10 |
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Appoint a
Director Nakagawa, Yasuo |
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Management |
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For |
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For |
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| 2.11 |
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Appoint a
Director Komiyama, Mitsuru |
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Management |
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For |
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For |
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| 3 |
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Appoint a
Substitute Corporate Auditor Asai, Kazutomi |
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Management |
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For |
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For |
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| 4 |
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Approve Provision
of Retirement Allowance for Retiring Directors |
|
Management |
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For |
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For |
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| Item |
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Proposal
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Proposed
by |
|
Vote |
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For/Against
Management |
|
| 1 |
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Approve Appropriation
of Surplus |
|
Management |
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For |
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For |
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| 2 |
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Approve Renewal
of Policy regarding Large-scale Purchases of Company Shares (Anti-Takeover Defense
Measures) |
|
Management |
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Against |
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Against |
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| 3.1 |
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Appoint a
Director except as Supervisory Committee Members Okuda, Koki |
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Management |
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For |
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For |
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| 3.2 |
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Appoint a
Director except as Supervisory Committee Members Funatsu, Koji |
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Management |
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For |
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For |
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| 3.3 |
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Appoint a
Director except as Supervisory Committee Members Okuda, Masataka |
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Management |
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For |
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For |
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| 3.4 |
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Appoint a
Director except as Supervisory Committee Members Iwami, Koichi |
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Management |
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For |
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For |
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| 3.5 |
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Appoint a
Director except as Supervisory Committee Members Moriyama, Masakatsu |
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Management |
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For |
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For |
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| 3.6 |
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Appoint a
Director except as Supervisory Committee Members Nagakura, Shinichi |
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Management |
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For |
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For |
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| 3.7 |
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Appoint a
Director except as Supervisory Committee Members Muta, Masaaki |
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Management |
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For |
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For |
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| 3.8 |
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Appoint a
Director except as Supervisory Committee Members Kono, Masatoshi |
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Management |
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For |
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For |
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| |
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| 3.9 |
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Appoint a
Director except as Supervisory Committee Members Honda, Hitoshi |
|
Management |
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For |
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For |
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| |
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| 3.10 |
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Appoint a
Director except as Supervisory Committee Members Shiraishi, Kiyoshi |
|
Management |
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For |
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For |
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| 3.11 |
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Appoint a
Director except as Supervisory Committee Members Sato, Shunsuke |
|
Management |
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For |
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For |
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| 3.12 |
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Appoint a
Director except as Supervisory Committee Members Kamiya, Takeshi |
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Management |
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For |
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For |
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| 3.13 |
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Appoint a
Director except as Supervisory Committee Members Owen Mahoney |
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Management |
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For |
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For |
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| 3.14 |
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Appoint a
Director except as Supervisory Committee Members Hatoyama, Rehito |
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Management |
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For |
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For |
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| 3.15 |
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Appoint a
Director except as Supervisory Committee Members Shimada, Toru |
|
Management |
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For |
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For |
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| 4.1 |
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Appoint a
Director as Supervisory Committee Members Natsuno, Takeshi |
|
Management |
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For |
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For |
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| 4.2 |
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Appoint a
Director as Supervisory Committee Members Yoshida, Nozomu |
|
Management |
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For |
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For |
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| 4.3 |
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Appoint a
Director as Supervisory Committee Members Uda, Eiji |
|
Management |
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For |
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For |
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| 5 |
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Appoint a
Substitute Director as Supervisory Committee Members Tsurumori, Miwa |
|
Management |
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For |
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For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
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| |
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| 2.1 |
|
Appoint a
Director Uchiyama, Takakazu |
|
Management |
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For |
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For |
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| |
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| 2.2 |
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Appoint a
Director Okada, Takao |
|
Management |
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For |
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For |
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| |
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| 2.3 |
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Appoint a
Director Kato, Yoshiichi |
|
Management |
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For |
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For |
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| |
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| 2.4 |
|
Appoint a
Director Asano, Takashi |
|
Management |
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For |
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For |
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| |
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| 2.5 |
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Appoint a
Director Saeki, Terumichi |
|
Management |
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For |
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For |
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| |
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| 2.6 |
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Appoint a
Director Sugita, Nobuki |
|
Management |
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For |
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For |
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| |
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| 2.7 |
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Appoint a
Director Yamazoe, Shigeru |
|
Management |
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For |
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For |
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| |
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| 3 |
|
Appoint a
Corporate Auditor Ishikawa, Kenichi |
|
Management |
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For |
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For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
Appoint a
Director Takeuchi, Shigekazu |
|
Management |
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For |
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For |
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| |
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| 1.2 |
|
Appoint a
Director Kitamura, Naoki |
|
Management |
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For |
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For |
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| |
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| 1.3 |
|
Appoint a
Director Ishiguro, Miyuki |
|
Management |
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For |
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For |
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| |
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| 1.4 |
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Appoint a
Director Ito, Ryoji |
|
Management |
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For |
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For |
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| |
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| 1.5 |
|
Appoint a
Director Yamauchi, Susumu |
|
Management |
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For |
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For |
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| |
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| 1.6 |
|
Appoint a
Director Amano, Futomichi |
|
Management |
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For |
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For |
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| |
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| 1.7 |
|
Appoint a
Director Aoyama, Shigehiro |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| |
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| 2 |
|
Amend Articles
to: Increase the Board of Directors Size to 12 |
|
Management |
|
For |
|
For |
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| |
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| 3.1 |
|
Appoint a
Director Nozawa, Shingo |
|
Management |
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For |
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For |
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| |
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| 3.2 |
|
Appoint a
Director Takeda, Masahiro |
|
Management |
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For |
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For |
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| |
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| 3.3 |
|
Appoint a
Director Takano, Hideki |
|
Management |
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For |
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For |
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| |
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| 3.4 |
|
Appoint a
Director Shimotori, Koji |
|
Management |
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For |
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For |
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| |
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| 3.5 |
|
Appoint a
Director Abe, Kenichi |
|
Management |
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For |
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For |
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| |
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| 3.6 |
|
Appoint a
Director Mitomi, Shunji |
|
Management |
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For |
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For |
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| |
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| 3.7 |
|
Appoint a
Director Bando, Osamu |
|
Management |
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For |
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For |
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| |
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| 3.8 |
|
Appoint a
Director Sogabe, Kosaku |
|
Management |
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For |
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For |
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| |
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| 3.9 |
|
Appoint a
Director Murayama, Rokuro |
|
Management |
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For |
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For |
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| |
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| 3.10 |
|
Appoint a
Director Tsurui, Kazutomo |
|
Management |
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For |
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For |
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| |
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| 3.11 |
|
Appoint a
Director Nakayama, Masako |
|
Management |
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For |
|
For |
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| |
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| 4 |
|
Appoint a
Substitute Corporate Auditor Iwafuchi, Hiroshi |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| |
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| 2.1 |
|
Appoint a
Director Tamaki, Yoshiaki |
|
Management |
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For |
|
For |
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| |
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| 2.2 |
|
Appoint a
Director Yamashiro, Masayasu |
|
Management |
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For |
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For |
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| |
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| 2.3 |
|
Appoint a
Director Hokumori, Chotetsu |
|
Management |
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For |
|
For |
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| |
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| 2.4 |
|
Appoint a
Director Kinjo, Yoshiteru |
|
Management |
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For |
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For |
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| |
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| 2.5 |
|
Appoint a
Director Yamashiro, Tatsuhiko |
|
Management |
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For |
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For |
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| |
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| 2.6 |
|
Appoint a
Director Iha, Kazuya |
|
Management |
|
For |
|
For |
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| |
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| 2.7 |
|
Appoint a
Director Takara, Shigeru |
|
Management |
|
For |
|
For |
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| |
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| 2.8 |
|
Appoint a
Director Uchima, Yasuhiro |
|
Management |
|
For |
|
For |
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| |
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| 2.9 |
|
Appoint a
Director Oshiro, Hiroshi |
|
Management |
|
For |
|
For |
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| |
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| 2.10 |
|
Appoint a
Director Miyagi, Chiharu |
|
Management |
|
For |
|
For |
|
| |
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| 3 |
|
Appoint a
Corporate Auditor Ikei, Mamoru |
|
Management |
|
Against |
|
Against |
|
| |
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|
|
| 4 |
|
Approve Payment
of Bonuses to Corporate Officers |
|
Management |
|
For |
|
For |
|
| |
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|
|
| 5 |
|
Approve Details
of the Stock Compensation to be received by Directors, etc. |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
Appoint a
Director Yamada, Kunio |
|
Management |
|
For |
|
For |
|
| |
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| 1.2 |
|
Appoint a
Director Yoshino, Toshiaki |
|
Management |
|
For |
|
For |
|
| |
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| 1.3 |
|
Appoint a
Director Lekh Juneja |
|
Management |
|
For |
|
For |
|
| |
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| 1.4 |
|
Appoint a
Director Saito, Masaya |
|
Management |
|
For |
|
For |
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| |
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| 1.5 |
|
Appoint a
Director Kambara, Yoichi |
|
Management |
|
For |
|
For |
|
| |
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| 1.6 |
|
Appoint a
Director Kunisaki, Shinichi |
|
Management |
|
For |
|
For |
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| |
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| 1.7 |
|
Appoint a
Director Yamada, Tetsumasa |
|
Management |
|
For |
|
For |
|
| |
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| 1.8 |
|
Appoint a
Director Uemura, Hideto |
|
Management |
|
For |
|
For |
|
| |
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| 1.9 |
|
Appoint a
Director Rikiishi, Masako |
|
Management |
|
For |
|
For |
|
| |
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| 1.10 |
|
Appoint a
Director Segi, Hidetoshi |
|
Management |
|
For |
|
For |
|
| |
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| 1.11 |
|
Appoint a
Director Yamada, Yasuhiro |
|
Management |
|
For |
|
For |
|
| |
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| 1.12 |
|
Appoint a
Director Matsunaga, Mari |
|
Management |
|
For |
|
For |
|
| |
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| 1.13 |
|
Appoint a
Director Torii, Shingo |
|
Management |
|
For |
|
For |
|
| |
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|
|
| 2 |
|
Appoint a
Corporate Auditor Masumoto, Takeshi |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
Appoint a
Director Adachi, Tamotsu |
|
Management |
|
For |
|
For |
|
| |
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|
| 1.2 |
|
Appoint a
Director Iwata, Shinjiro |
|
Management |
|
For |
|
For |
|
| |
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|
| 1.3 |
|
Appoint a
Director Fukuhara, Kenichi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.4 |
|
Appoint a
Director Kobayashi, Hitoshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.5 |
|
Appoint a
Director Takiyama, Shinya |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.6 |
|
Appoint a
Director Yamasaki, Masaki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.7 |
|
Appoint a
Director Tsujimura, Kiyoyuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.8 |
|
Appoint a
Director Fukutake, Hideaki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.9 |
|
Appoint a
Director Yasuda, Ryuji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.10 |
|
Appoint a
Director Kuwayama, Nobuo |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
Appoint a
Director except as Supervisory Committee Members Kawabe, Kentaro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.2 |
|
Appoint a
Director except as Supervisory Committee Members Miyasaka, Manabu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.3 |
|
Appoint a
Director except as Supervisory Committee Members Son, Masayoshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.4 |
|
Appoint a
Director except as Supervisory Committee Members Miyauchi, Ken |
|
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 |
|
Appoint a
Director as Supervisory Committee Members Kimiwada, Kazuko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.1 |
|
Appoint a
Substitute Director as Supervisory Committee Members Tobita, Hiroshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
Appoint a
Substitute Director as Supervisory Committee Members Morikawa, Hiroshi |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
Amend Articles
to: Eliminate the Articles Related to Counselors and Advisors |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.1 |
|
Appoint a
Director Sone, Hirozumi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
Appoint a
Director Iwasaki, Masato |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.3 |
|
Appoint a
Director Hojo, Yoshimitsu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.4 |
|
Appoint a
Director Yokota, Takayuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.5 |
|
Appoint a
Director Hamada, Kazuyasu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.6 |
|
Appoint a
Director Sasaki, Tadayuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.7 |
|
Appoint a
Director Eugene H. Lee |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.8 |
|
Appoint a
Director Tanabe, Katsuhiko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.9 |
|
Appoint a
Director Ito, Takeshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.10 |
|
Appoint a
Director Fujiso, Waka |
|
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
Corporate Auditor Aoyagi, Takao |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
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 Inoue, Tokuzo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2 |
|
Appoint a
Director Harima, Masataka |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.3 |
|
Appoint a
Director Ogawa, Nobuo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.4 |
|
Appoint a
Director Shimizu, Hiroshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.5 |
|
Appoint a
Director Kojiyama, Kenichi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.6 |
|
Appoint a
Director Yoshizawa, Haruyuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.7 |
|
Appoint a
Director Honda, Akifumi |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1.1 |
|
Appoint a
Director Ogawa, Ikuzo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.2 |
|
Appoint a
Director Shigeta, Hiromoto |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.3 |
|
Appoint a
Director Murase, Shigeki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.4 |
|
Appoint a
Director Shirai, Hideki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.5 |
|
Appoint a
Director Hamatani, Kazuhiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.6 |
|
Appoint a
Director Murakoshi, Masaru |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.7 |
|
Appoint a
Director Masumoto, Hironobu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.8 |
|
Appoint a
Director Machida, Kenichiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.9 |
|
Appoint a
Director Niinuma, Hiroshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.10 |
|
Appoint a
Director Katsuki, Yasumi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 1.11 |
|
Appoint a
Director Kawasaki, Masashi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
Appoint a
Corporate Auditor Miura, Kunio |
|
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 Tsugawa, Kazuto |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.1 |
|
Appoint a
Director as Supervisory Committee Members Yasukata, Yosuke |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
Appoint a
Director as Supervisory Committee Members Matsuo, Shinichi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4 |
|
Approve Provision
of Retirement Allowance for Retiring Directors |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 5 |
|
Approve Payment
of Accrued Benefits associated with Abolition of Retirement Benefit System for
Current Directors |
|
Management |
|
Against |
|
Against |
|
| |
|
|
|
|
|
|
|
|
|
| 6 |
|
Approve Details
of the Restricted-Share Compensation Plan to be received by Directors except
as Supervisory Committee Members |
|
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 Hirai, Mutsuo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2 |
|
Appoint a
Director except as Supervisory Committee Members Matsuda, Kei |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.3 |
|
Appoint a
Director except as Supervisory Committee Members Hirai, Masahiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.4 |
|
Appoint a
Director except as Supervisory Committee Members Zettsu, Tomomi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.1 |
|
Appoint a
Director as Supervisory Committee Members Shibata, Yoshiyuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.2 |
|
Appoint a
Director as Supervisory Committee Members Hikino, Koji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3.3 |
|
Appoint a
Director as Supervisory Committee Members Sakuma, Ichiro |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1. |
|
Renewal of
the term of office of Mr. Jean-Baptiste Rudelle as Director. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2. |
|
Renewal of
the term of office of Ms. Sharon Fox Spielman as Director. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3. |
|
Renewal of
the term of office of Mr. Edmond Mesrobian as Director. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4. |
|
Renewal of
the term of office of Mr. James Warner as Director. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 5. |
|
Non-binding
advisory vote to approve the compensation for the named executive officers of
the Company. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 6. |
|
Approval of
the statutory financial statements for the fiscal year ended December 31, 2017. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 7. |
|
Approval of
the consolidated financial statements for the fiscal year ended December 31,
2017. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 8. |
|
Discharge
(quitus) of the members of the Board of Directors and the statutory auditors
for the performance of their duties for the fiscal year ended December 31,
2017. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 9. |
|
Approval of
the allocation of profits for the fiscal year ended December 31, 2017. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 10. |
|
Approval of
the agreements referred to in Articles L. 225- 38 et seq. of the French Commercial
Code. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 11. |
|
Renewal of
the term of office of RBB Business Advisors (previously named Rouer, Bernard,
Bretout) as statutory auditor. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 12. |
|
Delegation
of authority to the Board of Directors to execute a buyback of Company stock
in accordance with Article L. 225-209-2 of the French Commercial Code. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 13. |
|
Delegation
of authority to the Board of Directors to reduce the Company’s share capital
by cancelling shares as part of the authorization to the Board of Directors
allowing the Company to buy back its own shares in accordance with the provisions
of Article L. 225-209-2 of the French Commercial Code. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 14. |
|
Delegation
of authority to the Board of Directors to issue and grant warrants (bons de souscription
d’actions) for the benefit of a category of persons meeting predetermined
criteria, without shareholders’ preferential subscription rights. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 15. |
|
Approval of
the overall limits on the amount of ordinary shares to be issued pursuant to
Resolution 15, Resolution 16 and Resolution 17, adopted by the Annual General
Meeting of Shareholders held on June 28, 2017 and to Resolution 14 above. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 16. |
|
Delegation
of authority to the Board of Directors to increase the Company’s share capital
by issuing ordinary shares, or any securities giving access to the Company’s
share capital, through a public offering, without shareholders’ preferential
subscription rights. |
|
Management |
|
For |
|
For |
|
| 17. |
|
Delegation
of authority to the Board of Directors to increase the Company’s share capital
by issuing ordinary shares, or any securities giving access to the Company’s
share capital, in the context of a private placement, without shareholders’ preferential subscription rights. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 18. |
|
Delegation
of authority to the Board of Directors to increase the Company’s share capital
by issuing ordinary shares, or any securities giving access to the Company’s
share capital, while preserving the shareholders’ preferential subscription
rights. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 19. |
|
Delegation
of authority to the Board of Directors to increase the Company’s share capital
by issuing ordinary shares, or any securities giving access to the Company’s
share capital, for the benefit of a category of persons meeting predetermined
criteria (underwriters), without shareholders’ preferential subscription
rights. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 20. |
|
Delegation
of authority to the Board of Directors to increase the number of securities to
be issued as a result of a share capital increase pursuant to the delegations
in Resolutions 16 to 19 above, with or without shareholders’ preferential
subscription rights. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 21. |
|
Approval of
the overall limits on the amount of ordinary shares to be issued pursuant to
the delegations in Resolutions 16 to 20 above and Resolution 22 below. |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 22. |
|
Delegation
of authority to the Board of Directors to increase the Company’s share capital
by way of issuing shares and securities giving access to the Company’s
share capital for the benefit of members of a Company savings plan (plan d’epargne
d’entreprise). |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.1 |
|
Appoint a
Director Inaba, Yoshiharu |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2 |
|
Appoint a
Director Yamaguchi, Kenji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.3 |
|
Appoint a
Director Uchida, Hiroyuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.4 |
|
Appoint a
Director Gonda, Yoshihiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.5 |
|
Appoint a
Director Inaba, Kiyonori |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.6 |
|
Appoint a
Director Noda, Hiroshi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.7 |
|
Appoint a
Director Kohari, Katsuo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.8 |
|
Appoint a
Director Matsubara, Shunsuke |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.9 |
|
Appoint a
Director Okada, Toshiya |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.10 |
|
Appoint a
Director Richard E. Schneider |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.11 |
|
Appoint a
Director Tsukuda, Kazuo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.12 |
|
Appoint a
Director Imai, Yasuo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.13 |
|
Appoint a
Director Ono, Masato |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
Appoint a
Corporate Auditor Sumikawa, Masaharu |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2 |
|
Approve Share
Consolidation |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
Amend Articles
to: Consolidate Trading Unit under Regulatory Requirements, Allow Use of Electronic
Systems for Public Notifications |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.1 |
|
Appoint a
Director Fujii, Minoru |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.2 |
|
Appoint a
Director Fujii, Mitsuhiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.3 |
|
Appoint a
Director Sakamoto, Masahide |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.4 |
|
Appoint a
Director Fujii, Kunihiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.5 |
|
Appoint a
Director Fukuoka, Toru |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.6 |
|
Appoint a
Director Ito, Yoshiyuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.7 |
|
Appoint a
Director Nagasawa, Keizo |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.8 |
|
Appoint a
Director Takeuchi, Masahiro |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 4.9 |
|
Appoint a
Director Kataoka, Hideto |
|
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 |
|
| |
|
|
|
|
|
|
|
|
|
| 2.8 |
|
Appoint a
Director Takamasu, Keiji |
|
Management |
|
For |
|
For |
|
| Item |
|
Proposal
|
|
Proposed
by |
|
Vote |
|
For/Against
Management |
|
| 1 |
|
Approve Appropriation
of Surplus |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.1 |
|
Appoint a
Director Iuchi, Takuji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.2 |
|
Appoint a
Director Ono, Mototaka |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.3 |
|
Appoint a
Director Yamada, Kazuhito |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.4 |
|
Appoint a
Director Hoshino, Yasuyuki |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.5 |
|
Appoint a
Director Fujinaka, Kenichi |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.6 |
|
Appoint a
Director Kimura, Mitsushige |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.7 |
|
Appoint a
Director Suzuki, Joji |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 2.8 |
|
Appoint a
Director Odaki, Kazuhiko |
|
Management |
|
For |
|
For |
|
| |
|
|
|
|
|
|
|
|
|
| 3 |
|
Appoint a
Substitute Corporate Auditor Morisawa, Takeo |
|
Management |
|
For |
|
For |
|