0000894189-20-006768.txt : 20200821 0000894189-20-006768.hdr.sgml : 20200821 20200821153613 ACCESSION NUMBER: 0000894189-20-006768 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200630 FILED AS OF DATE: 20200821 DATE AS OF CHANGE: 20200821 EFFECTIVENESS DATE: 20200821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Listed Funds Trust CENTRAL INDEX KEY: 0001683471 IRS NUMBER: 826272597 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-23226 FILM NUMBER: 201123281 BUSINESS ADDRESS: STREET 1: 615 E. MICHIGAN STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 414-765-5144 MAIL ADDRESS: STREET 1: 615 E. MICHIGAN STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 FORMER COMPANY: FORMER CONFORMED NAME: Active Weighting Funds ETF Trust DATE OF NAME CHANGE: 20160830 0001683471 S000065293 Roundhill BITKRAFT Esports & Digital Entertainment ETF C000211351 Roundhill BITKRAFT Esports & Digital Entertainment ETF NERD 0001683471 S000068603 Roundhill Sports Betting & iGaming ETF C000219509 Roundhill Sports Betting & iGaming ETF N-PX 1 lift-roundhill2_npx.txt ANNUAL REPORT FOR N-PX UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY INVESTMENT COMPANY ACT FILE NUMBER: 811-23226 NAME OF REGISTRANT: Listed Funds Trust ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 615 East Michigan Street Milwaukee, WI 53202 NAME AND ADDRESS OF AGENT FOR SERVICE: Gregory Bakken, President/Principal Executive Officer c/o U.S. Bank Global Fund Services 811 E. Wisconsin Avenue Milwaukee, WI 53202 REGISTRANT'S TELEPHONE NUMBER: 414-765-4711 DATE OF FISCAL YEAR END: 12/31 DATE OF REPORTING PERIOD: 07/01/2019 - 06/30/2020 Roundhill BITKRAFT Esports & Digital Entertainment ETF -------------------------------------------------------------------------------------------------------------------------- ACER INCORPORATED Agenda Number: 712648243 -------------------------------------------------------------------------------------------------------------------------- Security: Y0003F171 Meeting Type: AGM Meeting Date: 12-Jun-2020 Ticker: ISIN: TW0002353000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 THE ELECTION OF THE DIRECTOR:STAN Mgmt For For SHIH,SHAREHOLDER NO.0000002 1.2 THE ELECTION OF THE DIRECTOR:JASON Mgmt For For CHEN,SHAREHOLDER NO.0857788 1.3 THE ELECTION OF THE DIRECTOR:HUNG ROUAN Mgmt For For INVESTMENT CORP. ,SHAREHOLDER NO.0005978,MAVERICK SHIH AS REPRESENTATIVE 1.4 THE ELECTION OF THE INDEPENDENT Mgmt For For DIRECTOR:CHING-HSIANG HSU,SHAREHOLDER NO.0916903 1.5 THE ELECTION OF THE INDEPENDENT Mgmt For For DIRECTOR:JI-REN LEE,SHAREHOLDER NO.0857786 1.6 THE ELECTION OF THE INDEPENDENT Mgmt For For DIRECTOR:SAN-CHENG CHANG,SHAREHOLDER NO.0157790 1.7 THE ELECTION OF THE INDEPENDENT Mgmt For For DIRECTOR:YURI, KURE,SHAREHOLDER NO.1018823 2 RATIFICATION PROPOSAL OF THE FINANCIAL Mgmt For For STATEMENTS AND BUSINESS REPORT FOR THE YEAR 2019. 3 RATIFICATION PROPOSAL OF PROFIT Mgmt For For APPROPRIATION FOR THE YEAR 2019. PROPOSED CASH DIVIDEND: TWD 0.44 PER SHARE 4 TO APPROVE THE PROPOSAL OF CASH Mgmt For For DISTRIBUTION FROM THE CAPITAL SURPLUS. PROPOSED CASH DIVIDEND: TWD 0.33 PER SHARE 5 TO APPROVE THE PROPOSAL OF AMENDMENTS TO Mgmt For For ACERS INTERNAL RULE: PROCEDURES FOR ACQUIRING OR DISPOSING OF ASSETS. 6 TO RELEASE NON COMPETE RESTRICTIONS ON Mgmt For For NEWLY ELECTED DIRECTORS AND THEIR REPRESENTATIVES. -------------------------------------------------------------------------------------------------------------------------- ACTIVISION BLIZZARD, INC. Agenda Number: 935196483 -------------------------------------------------------------------------------------------------------------------------- Security: 00507V109 Meeting Type: Annual Meeting Date: 11-Jun-2020 Ticker: ATVI ISIN: US00507V1098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Reveta Bowers Mgmt For For 1B. Election of Director: Robert Corti Mgmt For For 1C. Election of Director: Hendrik Hartong III Mgmt For For 1D. Election of Director: Brian Kelly Mgmt For For 1E. Election of Director: Robert Kotick Mgmt For For 1F. Election of Director: Barry Meyer Mgmt For For 1G. Election of Director: Robert Morgado Mgmt For For 1H. Election of Director: Peter Nolan Mgmt For For 1I. Election of Director: Dawn Ostroff Mgmt For For 1J. Election of Director: Casey Wasserman Mgmt For For 2. To provide advisory approval of our Mgmt Against Against executive compensation. 3. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020. 4. Stockholder proposal regarding political Shr For Against disclosures. -------------------------------------------------------------------------------------------------------------------------- AFREECATV CO., LTD. Agenda Number: 712255682 -------------------------------------------------------------------------------------------------------------------------- Security: Y63806106 Meeting Type: AGM Meeting Date: 27-Mar-2020 Ticker: ISIN: KR7067160002 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF FINANCIAL STATEMENTS Mgmt For For 2.1 ELECTION OF INSIDE DIRECTOR: SEO SU GIL Mgmt For For 2.2 ELECTION OF INSIDE DIRECTOR: JEONG CHAN Mgmt For For YONG 3 APPROVAL OF REMUNERATION FOR DIRECTOR Mgmt For For 4 APPROVAL OF REMUNERATION FOR AUDITOR Mgmt For For -------------------------------------------------------------------------------------------------------------------------- ASUSTEK COMPUTER INC Agenda Number: 712627643 -------------------------------------------------------------------------------------------------------------------------- Security: Y04327105 Meeting Type: AGM Meeting Date: 09-Jun-2020 Ticker: ISIN: TW0002357001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO ADOPT 2019 BUSINESS REPORT AND FINANCIAL Mgmt For For STATEMENTS. 2 TO ADOPT THE PROPOSAL FOR DISTRIBUTION OF Mgmt For For 2019 PROFITS..PROPOSED CASH DIVIDEND: TWD 14 PER SHARE. 3 AMENDMENT TO THE LOANS AND ENDORSEMENT AND Mgmt For For GUARANTEE OPERATIONAL PROCEDURES. -------------------------------------------------------------------------------------------------------------------------- CAPCOM CO.,LTD. Agenda Number: 712663396 -------------------------------------------------------------------------------------------------------------------------- Security: J05187109 Meeting Type: AGM Meeting Date: 17-Jun-2020 Ticker: ISIN: JP3218900003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Approve Appropriation of Surplus Mgmt For For 2.1 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Tsujimoto, Kenzo 2.2 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Tsujimoto, Haruhiro 2.3 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Egawa, Yoichi 2.4 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Nomura, Kenkichi 2.5 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Sato, Masao 2.6 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Muranaka, Toru 2.7 Appoint a Director who is not Audit and Mgmt For For Supervisory Committee Member Mizukoshi, Yutaka 3.1 Appoint a Director who is Audit and Mgmt For For Supervisory Committee Member Hirao, Kazushi 3.2 Appoint a Director who is Audit and Mgmt For For Supervisory Committee Member Iwasaki, Yoshihiko 3.3 Appoint a Director who is Audit and Mgmt For For Supervisory Committee Member Matsuo, Makoto 4 Appoint a Substitute Director who is Audit Mgmt For For and Supervisory Committee Member Kanamori, Hitoshi -------------------------------------------------------------------------------------------------------------------------- ELECTRONIC ARTS INC. Agenda Number: 935055081 -------------------------------------------------------------------------------------------------------------------------- Security: 285512109 Meeting Type: Annual Meeting Date: 08-Aug-2019 Ticker: EA ISIN: US2855121099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve for one year Mgmt For For term: Leonard S. Coleman 1b. Election of Director to serve for one year Mgmt For For term: Jay C. Hoag 1c. Election of Director to serve for one year Mgmt For For term: Jeffrey T. Huber 1d. Election of Director to serve for one year Mgmt For For term: Lawrence F. Probst 1e. Election of Director to serve for one year Mgmt For For term: Talbott Roche 1f. Election of Director to serve for one year Mgmt For For term: Richard A. Simonson 1g. Election of Director to serve for one year Mgmt For For term: Luis A. Ubinas 1h. Election of Director to serve for one year Mgmt For For term: Heidi J. Ueberroth 1i. Election of Director to serve for one year Mgmt For For term: Andrew Wilson 2. Advisory vote on the compensation of the Mgmt For For named executive officers. 3. Ratification of the appointment of KPMG LLP Mgmt For For as our independent public registered accounting firm for the fiscal year ending March 31, 2020. 4. Approve our 2019 Equity Incentive Plan. Mgmt For For 5. Amend and Restate our Certificate of Mgmt For For Incorporation to permit stockholders holding 25% or more of our common stock to call special meetings. 6. To consider and vote upon a stockholder Shr For Against proposal, if properly presented at the Annual Meeting, to enable stockholders holding 15% or more of our common stock to call special meetings. -------------------------------------------------------------------------------------------------------------------------- FIRST AMERICAN FUNDS, INC. Agenda Number: 935065246 -------------------------------------------------------------------------------------------------------------------------- Security: 31846V336 Meeting Type: Special Meeting Date: 29-Aug-2019 Ticker: FGXXX ISIN: US31846V3362 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR David K. Baumgardner Mgmt For For Mark E. Gaumond Mgmt For For Roger A. Gibson Mgmt For For Jennifer J. McPeek Mgmt For For C. David Myers Mgmt For For Richard K. Riederer Mgmt For For P. Kelly Tompkins Mgmt For For -------------------------------------------------------------------------------------------------------------------------- GUNGHO ONLINE ENTERTAINMENT,INC. Agenda Number: 712254705 -------------------------------------------------------------------------------------------------------------------------- Security: J18912105 Meeting Type: AGM Meeting Date: 30-Mar-2020 Ticker: ISIN: JP3235900002 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Appoint a Director Morishita, Kazuki Mgmt For For 1.2 Appoint a Director Sakai, Kazuya Mgmt For For 1.3 Appoint a Director Kitamura, Yoshinori Mgmt For For 1.4 Appoint a Director Ochi, Masato Mgmt For For 1.5 Appoint a Director Yoshida, Koji Mgmt For For 1.6 Appoint a Director Oba, Norikazu Mgmt For For 1.7 Appoint a Director Onishi, Hidetsugu Mgmt For For 1.8 Appoint a Director Miyakawa, Keiji Mgmt For For 1.9 Appoint a Director Tanaka, Susumu Mgmt For For -------------------------------------------------------------------------------------------------------------------------- HUYA INC Agenda Number: 935201222 -------------------------------------------------------------------------------------------------------------------------- Security: 44852D108 Meeting Type: Special Meeting Date: 15-May-2020 Ticker: HUYA ISIN: US44852D1081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. IT IS RESOLVED as a special resolution: Mgmt For THAT the Company's Third Amended and Restated Memorandum and Articles of Association (the "Current M&AA") be amended and restated by the deletion in their entirety and by the substitution in their place of the Fourth Amended and Restated Memorandum and Articles of Association, substantially in the form attached to the Notice of Extraordinary General Meeting as Exhibit A (the "Amended and Restated M&AA"). -------------------------------------------------------------------------------------------------------------------------- KONAMI HOLDINGS CORPORATION Agenda Number: 712768247 -------------------------------------------------------------------------------------------------------------------------- Security: J3600L101 Meeting Type: AGM Meeting Date: 25-Jun-2020 Ticker: ISIN: JP3300200007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Amend Articles to: Change Company Location Mgmt For For 2.1 Appoint a Director Kozuki, Kagemasa Mgmt For For 2.2 Appoint a Director Higashio, Kimihiko Mgmt For For 2.3 Appoint a Director Hayakawa, Hideki Mgmt For For 2.4 Appoint a Director Okita, Katsunori Mgmt For For 2.5 Appoint a Director Matsuura, Yoshihiro Mgmt For For 2.6 Appoint a Director Gemma, Akira Mgmt For For 2.7 Appoint a Director Yamaguchi, Kaori Mgmt For For 2.8 Appoint a Director Kubo, Kimito Mgmt For For -------------------------------------------------------------------------------------------------------------------------- LOGITECH INTERNATIONAL SA Agenda Number: 711456790 -------------------------------------------------------------------------------------------------------------------------- Security: H50430232 Meeting Type: AGM Meeting Date: 04-Sep-2019 Ticker: ISIN: CH0025751329 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF THE ANNUAL REPORT, THE Mgmt For For CONSOLIDATED FINANCIAL STATEMENTS AND THE STATUTORY FINANCIAL STATEMENTS OF LOGITECH INTERNATIONAL S.A. FOR FISCAL YEAR 2019 2 ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For COMPENSATION 3 APPROPRIATION OF RETAINED EARNINGS AND Mgmt For For DECLARATION OF DIVIDEND: CHF 0.7346 PER SHARE 4 RELEASE OF THE BOARD OF DIRECTORS AND Mgmt For For EXECUTIVE OFFICERS FROM LIABILITY FOR ACTIVITIES DURING FISCAL YEAR 2019 5.A RE-ELECTION OF DR. PATRICK AEBISCHER TO THE Mgmt For For BOARD OF DIRECTORS 5.B RE-ELECTION MS. WENDY BECKER TO THE BOARD Mgmt For For OF DIRECTORS 5.C RE-ELECTION OF DR. EDOUARD BUGNION TO THE Mgmt For For BOARD OF DIRECTORS 5.D RE-ELECTION OF MR. BRACKEN DARRELL TO THE Mgmt For For BOARD OF DIRECTORS 5.E RE-ELECTION OF MR. GUERRINO DE LUCA TO THE Mgmt For For BOARD OF DIRECTORS 5.F RE-ELECTION OF MR. DIDIER HIRSCH TO THE Mgmt For For BOARD OF DIRECTORS 5.G RE-ELECTION OF DR. NEIL HUNT TO THE BOARD Mgmt For For OF DIRECTORS 5.H RE-ELECTION OF MS. MARJORIE LAO TO THE Mgmt For For BOARD OF DIRECTORS 5.I RE-ELECTION OF MS. NEELA MONTGOMERY TO THE Mgmt For For BOARD OF DIRECTORS 5.J ELECTION OF MR. GUY GECHT TO THE BOARD OF Mgmt For For DIRECTORS 5.K ELECTION OF MR. MICHAEL POLK TO THE BOARD Mgmt For For OF DIRECTORS 6 ELECTION OF THE CHAIRPERSON OF THE BOARD: Mgmt For For MS. WENDY BECKER 7.A RE-ELECTION OF DR. EDOUARD BUGNION TO THE Mgmt For For COMPENSATION COMMITTEE 7.B RE-ELECTION OF DR. NEIL HUNT TO THE Mgmt For For COMPENSATION COMMITTEE 7.C ELECTION OF MR. MICHAEL POLK TO THE Mgmt For For COMPENSATION COMMITTEE 8 APPROVAL OF COMPENSATION FOR THE BOARD OF Mgmt For For DIRECTORS FOR THE 2019 TO 2020 BOARD YEAR 9 APPROVAL OF COMPENSATION FOR THE GROUP Mgmt For For MANAGEMENT TEAM FOR FISCAL YEAR 2021 10 RE-ELECTION OF KPMG AG AS LOGITECH'S Mgmt For For AUDITORS AND RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS LOGITECH'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2020 11 RE-ELECTION OF ETUDE REGINA WENGER & SARAH Mgmt For For KEISER-WUGER AS INDEPENDENT REPRESENTATIVE CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting AGENDA AND MEETING ATTENDANCE REQUESTS ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE REGISTRATION OF SHARES IN PART 1 OF THE MEETING. IT IS A MARKET REQUIREMENT FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A REGISTERED LOCATION AT THE CSD, AND SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. THEREFORE WHILST THIS DOES NOT PREVENT THE TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE CMMT PLEASE NOTE THAT BENEFICIAL OWNER DETAILS Non-Voting IS REQUIRED FOR THIS MEETING. IF NO BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK YOU -------------------------------------------------------------------------------------------------------------------------- MICRO-STAR INTERNATIONAL CO LTD Agenda Number: 712627908 -------------------------------------------------------------------------------------------------------------------------- Security: Y6037M108 Meeting Type: AGM Meeting Date: 10-Jun-2020 Ticker: ISIN: TW0002377009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO ADOPT 2019 BUSINESS REPORT AND FINANCIAL Mgmt For For STATEMENTS. 2 TO ADOPT THE PROPOSAL FOR DISTRIBUTION OF Mgmt For For 2019 PROFIT. PROPOSED CASH DIVIDEND: TWD 4.2 PER SHARE 3 AMENDMENT TO THE ARTICLES OF INCORPORATION. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- MODERN TIMES GROUP MTG AB Agenda Number: 712507536 -------------------------------------------------------------------------------------------------------------------------- Security: W56523116 Meeting Type: AGM Meeting Date: 18-May-2020 Ticker: ISIN: SE0000412371 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS Non-Voting AN AGAINST VOTE IF THE MEETING REQUIRES APPROVAL FROM THE MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 396681 DUE TO ADDITION OF RESOLUTION 13.F. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU 1 OPENING OF THE ANNUAL GENERAL MEETING Non-Voting 2 ELECTION OF CHAIRMAN OF THE ANNUAL GENERAL Non-Voting MEETING 3 PREPARATION AND APPROVAL OF THE VOTING LIST Non-Voting 4 APPROVAL OF THE AGENDA Non-Voting 5 ELECTION OF ONE OR TWO PERSONS TO CHECK AND Non-Voting VERIFY THE MINUTES 6 DETERMINATION OF WHETHER THE ANNUAL GENERAL Non-Voting MEETING HAS BEEN DULY CONVENED 7 PRESENTATION OF THE ANNUAL REPORT, THE Non-Voting AUDITOR'S REPORT AND THE CONSOLIDATED FINANCIAL STATEMENTS AND THE AUDITOR'S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 8 RESOLUTION ON THE ADOPTION OF THE INCOME Mgmt For For STATEMENT AND THE BALANCE SHEET AND OF THE CONSOLIDATED INCOME STATEMENT AND THE CONSOLIDATED BALANCE SHEET 9 RESOLUTION ON THE TREATMENT OF THE Mgmt For For COMPANY'S RESULTS AS STATED IN THE ADOPTED BALANCE SHEET 10 RESOLUTION ON THE DISCHARGE OF LIABILITY OF Mgmt For For THE MEMBERS OF THE BOARD AND THE CHIEF EXECUTIVE OFFICER CMMT PLEASE NOTE THAT RESOLUTIONS 11 TO 15 ARE Non-Voting PROPOSED BY NOMINATION COMMITTEE AND BOARD DOES NOT MAKE ANY RECOMMENDATION ON THESE PROPOSALS. THE STANDING INSTRUCTIONS ARE DISABLED FOR THIS MEETING 11 DETERMINATION OF THE NUMBER OF MEMBERS OF Mgmt For THE BOARD: (5) AND DEPUTY DIRECTORS (0) 12 DETERMINATION OF THE REMUNERATION TO THE Mgmt Against MEMBERS OF THE BOARD AND THE AUDITOR 13.A RE ELECTION OF DAVID CHANCE PROPOSED BY THE Mgmt For NOMINATION COMMITTEE AS BOARD MEMBER 13.B RE ELECTION OF SIMON DUFFY PROPOSED BY THE Mgmt For NOMINATION COMMITTEE AS BOARD MEMBER 13.C RE ELECTION OF GERHARD FLORIN PROPOSED BY Mgmt For THE NOMINATION COMMITTEE AS BOARD MEMBER 13.D RE ELECTION OF NATALIE TYDEMAN PROPOSED BY Mgmt For THE NOMINATION COMMITTEE AS BOARD MEMBER 13.E ELECTION OF MARJORIE LAO PROPOSED BY THE Mgmt For NOMINATION COMMITTEE AS BOARD MEMBER 13.F ELECTION OF CHRIS CARVALHO PROPOSED BY THE Mgmt For NOMINATION COMMITTEE AS BOARD MEMBER 14 ELECTION OF THE CHAIRMAN OF THE BOARD: Mgmt For DAVID CHANCE 15 DETERMINATION OF THE NUMBER OF AUDITORS AND Mgmt For ELECTION OF AUDITOR: IN ACCORDANCE WITH THE AUDIT COMMITTEE'S RECOMMENDATION, THE NOMINATION COMMITTEE PROPOSES THAT THE COMPANY SHALL HAVE ONE REGISTERED ACCOUNTING FIRM AS AUDITOR, AND THAT THE REGISTERED ACCOUNTING FIRM KPMG AB SHALL BE RE-ELECTED AS AUDITOR UNTIL THE END OF THE 2021 ANNUAL GENERAL MEETING. KPMG AB HAS INFORMED MTG THAT THE AUTHORISED PUBLIC ACCOUNTANT HELENA NILSSON WILL BE APPOINTED AS AUDITOR-IN-CHARGE IF KPMG AB IS RE-ELECTED AS AUDITOR 16 RESOLUTION REGARDING GUIDELINES FOR Mgmt For For REMUNERATION TO THE SENIOR EXECUTIVES 17 RESOLUTION TO AUTHORISE THE BOARD TO Mgmt For For RESOLVE ON REPURCHASE OF OWN SHARES 18 RESOLUTION REGARDING AMENDMENTS OF THE Mgmt For For ARTICLES OF ASSOCIATION 19 CLOSING OF THE ANNUAL GENERAL MEETING Non-Voting -------------------------------------------------------------------------------------------------------------------------- NETEASE, INC. Agenda Number: 935069484 -------------------------------------------------------------------------------------------------------------------------- Security: 64110W102 Meeting Type: Annual Meeting Date: 13-Sep-2019 Ticker: NTES ISIN: US64110W1027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Re-election of Director: William Lei Ding Mgmt For For 1B. Re-election of Director: Alice Cheng Mgmt For For 1C. Re-election of Director: Denny Lee Mgmt For For 1D. Re-election of Director: Joseph Tong Mgmt For For 1E. Re-election of Director: Lun Feng Mgmt For For 1F. Re-election of Director: Michael Leung Mgmt For For 1G. Re-election of Director: Michael Tong Mgmt For For 2. Appoint PricewaterhouseCoopers Zhong Tian Mgmt For For LLP as independent auditors of NetEase, Inc. for the fiscal year ending December 31, 2019. -------------------------------------------------------------------------------------------------------------------------- NEXON GT CO., LTD., SEONGNAM Agenda Number: 712231810 -------------------------------------------------------------------------------------------------------------------------- Security: Y8240N105 Meeting Type: AGM Meeting Date: 24-Mar-2020 Ticker: ISIN: KR7041140005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF FINANCIAL STATEMENTS Mgmt For For 2 ELECTION OF AUDITOR: JU HYEONG HUN Mgmt For For 3 APPROVAL OF REMUNERATION FOR DIRECTOR Mgmt For For 4 APPROVAL OF REMUNERATION FOR AUDITOR Mgmt For For -------------------------------------------------------------------------------------------------------------------------- RAZER INC. Agenda Number: 712553987 -------------------------------------------------------------------------------------------------------------------------- Security: G7397A106 Meeting Type: AGM Meeting Date: 23-Jun-2020 Ticker: ISIN: KYG7397A1067 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: https://www1.hkexnews.hk/listedco/listconew s/sehk/2020/0427/2020042702632.pdf AND https://www1.hkexnews.hk/listedco/listconew s/sehk/2020/0427/2020042702638.pdf CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A Non-Voting VOTE OF 'ABSTAIN' WILL BE TREATED THE SAME AS A 'TAKE NO ACTION' VOTE. 1 TO RECEIVE AND ADOPT THE AUDITED Mgmt For For CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND ITS SUBSIDIARIES AND THE REPORTS OF THE DIRECTORS AND AUDITORS FOR THE YEAR ENDED DECEMBER 31, 2019 2.A TO RE-ELECT MR. MIN-LIANG TAN AS AN Mgmt For For EXECUTIVE DIRECTOR OF THE COMPANY 2.B TO RE-ELECT MR. LIM KALING AS A Mgmt For For NON-EXECUTIVE DIRECTOR OF THE COMPANY 2.C TO RE-ELECT MR. GIDEON YU AS AN INDEPENDENT Mgmt For For NON-EXECUTIVE DIRECTOR OF THE COMPANY 2.D TO RE-ELECT MR. TAN CHONG NENG AS AN Mgmt For For EXECUTIVE DIRECTOR OF THE COMPANY 2.E TO AUTHORIZE THE DIRECTORS TO FIX THE Mgmt For For RESPECTIVE DIRECTORS' REMUNERATION 3 TO RE-APPOINT KPMG AS AUDITORS OF THE Mgmt For For COMPANY AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION 4 TO GIVE A GENERAL MANDATE TO THE DIRECTORS Mgmt For For 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 5 TO GIVE A GENERAL MANDATE TO THE DIRECTORS Mgmt Against Against TO ALLOT, ISSUE 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 6 TO EXTEND THE GENERAL MANDATE GRANTED TO Mgmt Against Against THE DIRECTORS TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES IN THE CAPITAL OF THE COMPANY BY THE AGGREGATE NUMBER OF THE SHARES REPURCHASED BY THE COMPANY 7 TO FIX THE MAXIMUM NUMBER OF NEW SHARES Mgmt Against Against UNDERLYING THE RESTRICTED STOCK UNITS ("RSUS") WHICH MAY BE GRANTED PURSUANT TO THE 2016 EQUITY INCENTIVE PLAN ADOPTED BY THE COMPANY WHICH SHALL NOT EXCEED 6% OF THE TOTAL NUMBER OF ISSUED SHARES OF THE COMPANY AS AT THE DATE OF PASSING OF THIS RESOLUTION AND TO AUTHORISE THE DIRECTORS TO ALLOT, ISSUE AND DEAL WITH THE SHARES UNDERLYING THE RSUS GRANTED UNDER THE 2016 EQUITY INCENTIVE PLAN -------------------------------------------------------------------------------------------------------------------------- TAKE-TWO INTERACTIVE SOFTWARE, INC. Agenda Number: 935065842 -------------------------------------------------------------------------------------------------------------------------- Security: 874054109 Meeting Type: Annual Meeting Date: 18-Sep-2019 Ticker: TTWO ISIN: US8740541094 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Strauss Zelnick Mgmt For For 1B. Election of Director: Michael Dornemann Mgmt For For 1C. Election of Director: J Moses Mgmt For For 1D. Election of Director: Michael Sheresky Mgmt For For 1E. Election of Director: LaVerne Srinivasan Mgmt For For 1F. Election of Director: Susan Tolson Mgmt For For 1G. Election of Director: Paul Viera Mgmt For For 1H. Election of Director: Roland Hernandez Mgmt For For 2. Approval, on a non-binding advisory basis, Mgmt For For of the compensation of the Company's "named executive officers" as disclosed in the Proxy Statement. 3. Ratification of the appointment of Ernst & Mgmt For For Young LLP as our Independent registered public accounting firm for the fiscal year ending March 31, 2020. -------------------------------------------------------------------------------------------------------------------------- TENCENT HOLDINGS LTD Agenda Number: 712379583 -------------------------------------------------------------------------------------------------------------------------- Security: G87572163 Meeting Type: AGM Meeting Date: 13-May-2020 Ticker: ISIN: KYG875721634 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: https://www1.hkexnews.hk/listedco/listconew s/sehk/2020/0407/2020040701452.pdf, CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING 1 TO RECEIVE AND CONSIDER THE AUDITED Mgmt For For FINANCIAL STATEMENTS, THE DIRECTORS' REPORT AND THE INDEPENDENT AUDITOR'S REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 2 TO DECLARE A FINAL DIVIDEND Mgmt For For 3.A TO RE-ELECT MR LAU CHI PING MARTIN AS Mgmt Against Against DIRECTOR 3.B TO RE-ELECT MR CHARLES ST LEGER SEARLE AS Mgmt For For DIRECTOR 3.C TO RE-ELECT PROFESSOR KE YANG AS DIRECTOR Mgmt For For 3.D TO AUTHORISE THE BOARD OF DIRECTORS TO FIX Mgmt For For THE DIRECTORS' REMUNERATION 4 TO RE-APPOINT AUDITOR AND AUTHORISE THE Mgmt For For BOARD OF DIRECTORS TO FIX THEIR REMUNERATION 5 TO GRANT A GENERAL MANDATE TO THE DIRECTORS Mgmt Against Against TO ISSUE NEW SHARES 6 TO GRANT A GENERAL MANDATE TO THE DIRECTORS Mgmt For For TO REPURCHASE SHARES 7 TO EXTEND THE GENERAL MANDATE TO ISSUE NEW Mgmt Against Against SHARES BY ADDING THE NUMBER OF SHARES REPURCHASED 8 TO APPROVE THE PROPOSED AMENDMENTS TO THE Mgmt For For EXISTING AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE COMPANY AND TO ADOPT THE SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- TOBII AB Agenda Number: 712391870 -------------------------------------------------------------------------------------------------------------------------- Security: W9T29E101 Meeting Type: AGM Meeting Date: 12-May-2020 Ticker: ISIN: SE0002591420 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS Non-Voting AN AGAINST VOTE IF THE MEETING REQUIRES APPROVAL FROM THE MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE 1 ELECTION OF A CHAIRMAN OF THE MEETING: Non-Voting ATTORNEY AT LAW JESPER SCHONBECK, OR THE ONE PROPOSED BY THE NOMINATION COMMITTEE IF HE HAS AN IMPEDIMENT TO ATTEND, IS PROPOSED TO BE ELECTED CHAIRMAN OF THE ANNUAL GENERAL MEETING 2 PREPARATION AND APPROVAL OF THE VOTING LIST Non-Voting 3 APPROVAL OF THE AGENDA Non-Voting 4 ELECTION OF ONE OR TWO PERSONS TO APPROVE Non-Voting THE MINUTES OF THE MEETING 5 DETERMINATION OF WHETHER THE MEETING HAS Non-Voting BEEN DULY CONVENED 6 SUBMISSION OF THE ANNUAL REPORT AND THE Non-Voting AUDITORS' REPORT AND THE CONSOLIDATED FINANCIAL STATEMENTS AND THE AUDITORS' REPORT FOR THE GROUP 7.A RESOLUTION REGARDING: ADOPTION OF THE Mgmt For For INCOME STATEMENT AND THE BALANCE SHEET AND THE CONSOLIDATED INCOME STATEMENT AND THE CONSOLIDATED BALANCE SHEET 7.B RESOLUTION REGARDING: ALLOCATION OF THE Mgmt For For COMPANY'S PROFITS OR LOSSES IN ACCORDANCE WITH THE ADOPTED BALANCE SHEET: THE BOARD OF DIRECTORS AND THE CEO PROPOSE THAT THE COMPANY'S RESULTS SHALL BE CARRIED FORWARD AND THUS NO DIVIDEND WILL BE DISTRIBUTED 7.C RESOLUTION REGARDING: DISCHARGE OF THE Mgmt For For MEMBERS OF THE BOARD OF DIRECTORS AND THE CEO FROM LIABILITY CMMT PLEASE NOTE THAT RESOLUTIONS 8.A, 8.B, 9.A, Non-Voting 9.B, 10.A TO 10.H, 11 AND 12 ARE PROPOSED BY NOMINATION COMMITTEE AND BOARD DOES NOT MAKE ANY RECOMMENDATION ON THESE PROPOSALS. THE STANDING INSTRUCTIONS ARE DISABLED FOR THIS MEETING 8.A DETERMINATION OF: THE NUMBER OF MEMBERS OF Mgmt For THE BOARD OF DIRECTORS: THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS SHALL BE EIGHT (8), WITH NO DEPUTY MEMBERS 8.B DETERMINATION OF: THE NUMBER OF AUDITORS: Mgmt For THE NUMBER OF AUDITORS SHALL BE ONE (1) AUTHORIZED ACCOUNTING FIRM 9.A DETERMINATION OF FEES TO: THE BOARD OF Mgmt For DIRECTORS 9.B DETERMINATION OF FEES TO: THE AUDITORS Mgmt For 10.A ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For DIRECTORS: KENT SANDER 10.B ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For DIRECTORS: NILS BERNHARD 10.C ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For DIRECTORS: ASA HEDIN 10.D ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For DIRECTORS: HELI ARANTOLA 10.E ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For DIRECTORS: JAN WAREBY 10.F ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For DIRECTORS: CHARLOTTA FALVIN 10.G ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For DIRECTORS: JORGEN LANTTO 10.H ELECTION OF THE MEMBER OF THE BOARD OF Mgmt For DIRECTORS: MARTEN SKOGO 11 ELECTION OF THE CHAIRMAN OF THE BOARD OF Mgmt For DIRECTORS: KENT SANDER IS PROPOSED TO BE RE-ELECTED AS CHAIRMAN OF THE BOARD OF DIRECTORS 12 ELECTION OF AUDITORS AND, WHERE APPLICABLE, Mgmt For DEPUTY AUDITORS: RE-ELECTION OF THE ACCOUNTING FIRM PRICEWATERHOUSECOOPERS AB. THE PROPOSAL CORRESPONDS TO THE AUDIT COMMITTEE'S RECOMMENDATION 13 PROPOSAL FOR RESOLUTION REGARDING Mgmt Against Against GUIDELINES FOR EXECUTIVE REMUNERATION 14 PROPOSAL FOR RESOLUTION REGARDING THE Mgmt For For AMENDMENT OF THE ARTICLES OF ASSOCIATION: THE BOARD OF DIRECTORS PROPOSES THAT THE ANNUAL GENERAL MEETING RESOLVES ON THE AMENDMENTS TO SECTIONS 1, 10 AND 14 OF THE ARTICLES OF ASSOCIATION 15 PROPOSAL REGARDING AUTHORIZATION FOR THE Mgmt For For BOARD OF DIRECTORS TO RESOLVE TO ISSUE NEW SHARES 16 PROPOSAL FOR RESOLUTION REGARDING INCENTIVE Mgmt Against Against PROGRAM 2020 17 CLOSING OF THE MEETING Non-Voting -------------------------------------------------------------------------------------------------------------------------- UBISOFT ENTERTAINMENT Agenda Number: 711245882 -------------------------------------------------------------------------------------------------------------------------- Security: F9396N106 Meeting Type: MIX Meeting Date: 02-Jul-2019 Ticker: ISIN: FR0000054470 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting ONLY VALID VOTE OPTIONS ARE "FOR" AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE. CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting DO NOT HOLD SHARES DIRECTLY WITH A FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE CMMT IN CASE AMENDMENTS OR NEW RESOLUTIONS ARE Non-Voting PRESENTED DURING THE MEETING, YOUR VOTE WILL DEFAULT TO 'ABSTAIN'. SHARES CAN ALTERNATIVELY BE PASSED TO THE CHAIRMAN OR A NAMED THIRD PARTY TO VOTE ON ANY SUCH ITEM RAISED. SHOULD YOU WISH TO PASS CONTROL OF YOUR SHARES IN THIS WAY, PLEASE CONTACT YOUR BROADRIDGE CLIENT SERVICE REPRESENTATIVE. THANK YOU CMMT 17 JUN 2019: PLEASE NOTE THAT IMPORTANT Non-Voting ADDITIONAL MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://www.journal-officiel.gouv.fr/public ations/balo/pdf/2019/0527/201905271902413.pd f AND https://www.journal-officiel.gouv.fr/public ations/balo/pdf/2019/0617/201906171903008.pd f; PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF URL LINK. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. O.1 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 O.2 ALLOCATION OF INCOME FOR THE FINANCIAL YEAR Mgmt For For ENDED 31 MARCH 2019 O.3 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For STATEMENTS FOR THE FINANCIAL YEAR ENDED 31MARCH 2019 O.4 APPROVAL OF THE REGULATED AGREEMENTS AND Mgmt For For COMMITMENTS O.5 APPROVAL OF THE COMPENSATION ELEMENTS AND Mgmt For For BENEFITS PAID OR AWARDED FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 TO MR. YVES GUILLEMOT, CHAIRMAN AND CHIEF EXECUTIVE OFFICER O.6 APPROVAL OF THE COMPENSATION ELEMENTS AND Mgmt For For BENEFITS PAID OR AWARDED FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 TO MR. CLAUDE GUILLEMOT, DEPUTY CHIEF EXECUTIVE OFFICER O.7 APPROVAL OF THE COMPENSATION ELEMENTS AND Mgmt For For BENEFITS PAID OR AWARDED FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 TO MR. MICHEL GUILLEMOT, DEPUTY CHIEF EXECUTIVE OFFICER O.8 APPROVAL OF THE COMPENSATION ELEMENTS AND Mgmt For For BENEFITS PAID OR AWARDED FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 TO MR. GERARD GUILLEMOT, DEPUTY CHIEF EXECUTIVE OFFICER O.9 APPROVAL OF THE COMPENSATION ELEMENTS AND Mgmt For For BENEFITS PAID OR AWARDED FOR THE FINANCIAL YEAR ENDED 31 MARCH 2019 TO MR. CHRISTIAN GUILLEMOT, DEPUTY CHIEF EXECUTIVE OFFICER O.10 APPROVAL OF THE PRINCIPLES AND CRITERIA FOR Mgmt For For DETERMINING, DISTRIBUTING AND ALLOCATING THE ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND ATTRIBUTABLE TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER O.11 APPROVAL OF THE PRINCIPLES AND CRITERIA FOR Mgmt For For DETERMINING, DISTRIBUTING AND ALLOCATING THE ELEMENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND ATTRIBUTABLE TO THE DEPUTY CHIEF EXECUTIVE OFFICERS O.12 RENEWAL OF THE TERM OF OFFICE OF MRS. Mgmt For For VIRGINIE HAAS AS DIRECTOR O.13 RENEWAL OF THE TERM OF OFFICE OF MRS. Mgmt For For CORINNE FERNANDEZ-HANDELSMAN AS DIRECTOR O.14 RENEWAL OF THE TERM OF OFFICE OF KPMG SA AS Mgmt For For PRINCIPAL STATUTORY AUDITOR O.15 NON-RENEWAL AND NON-REPLACEMENT OF KPMG Mgmt For For AUDIT IS SAS AS DEPUTY STATUTORY AUDITOR O.16 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt For For TRADE IN THE SHARES OF THE COMPANY E.17 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt For For REDUCE THE SHARE CAPITAL BY CANCELLING TREASURY SHARES HELD BY THE COMPANY E.18 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO INCREASE THE SHARE CAPITAL BY CAPITALIZATION OF RESERVES, PROFITS, PREMIUMS OR OTHER SUMS WHOSE CAPITALIZATION WOULD BE ALLOWED E.19 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING SHARES OF THE COMPANY AND/OR TRANSFERRABLE SECURITIES GRANTING ACCESS TO THE CAPITAL OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AND/OR GRANTING ENTITLEMENT TO THE ALLOCATION OF DEBT SECURITIES, WITH RETENTION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT E.20 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING SHARES OF THE COMPANY AND/OR TRANSFERRABLE SECURITIES GRANTING ACCESS TO THE CAPITAL OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AND/OR GRANTING ENTITLEMENT TO THE ALLOCATION OF DEBT SECURITIES, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT BY PUBLIC OFFERING E.21 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING SHARES OF THE COMPANY AND/OR TRANSFERRABLE SECURITIES GRANTING ACCESS TO THE CAPITAL OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AND/OR GRANTING ENTITLEMENT TO THE ALLOCATION OF DEBT SECURITIES, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT BY PRIVATE PLACEMENT REFERRED TO IN SECTION II OF ARTICLE L.411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE E.22 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt For For DETERMINE, WITHIN THE LIMIT OF 10% OF THE SHARE CAPITAL PER YEAR, THE ISSUE PRICE OF THE SHARES AND/OR TRANSFERRABLE SECURITIES GRANTING ACCESS TO THE CAPITAL AND/OR GRANTING RIGHT TO THE ALLOCATION OF DEBT SECURITIES, IN CASE OF ISSUE WITHOUT THE PRE-EMPTIVE SUBSCRIPTION RIGHT BY PUBLIC OFFERING AND/OR BY AN OFFER REFERRED TO IN SECTION II OF THE ARTICLE L.411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE E.23 DELEGATION OF POWERS TO THE BOARD OF Mgmt For For DIRECTORS TO ISSUE SHARES AND/OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL, TO REMUNERATE CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY, WITHOUT THE SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION RIGHT E.24 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING COMMON SHARES AND/OR COMPOSITE TRANSFERRABLE SECURITIES, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT OF THE SHAREHOLDERS, FOR THE BENEFIT OF THE MEMBERS OF ONE OF THE GROUP COMPANY SAVINGS PLAN(S) E.25 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING COMMON SHARES AND/OR COMPOSITE TRANSFERRABLE SECURITIES, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT RESERVED FOR EMPLOYEES AND/OR CORPORATE OFFICERS OF CERTAIN SUBSIDIARIES OF THE COMPANY ACCORDING TO ARTICLE L.233-16 OF THE FRENCH COMMERCIAL CODE, WHOSE THE REGISTERED OFFICE IS LOCATED OUT OF FRANCE, OUTSIDE THE COMPANY OR GROUP SAVINGS PLAN E.26 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO INCREASE THE SHARE CAPITAL BY ISSUING COMMON SHARES AND/OR COMPOSITE TRANSFERRABLE SECURITIES, WITH CANCELLATION OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT, RESERVED FOR CATEGORIES OF BENEFICIARIES IN THE CONTEXT OF AN EMPLOYEE SHAREHOLDINGS OFFER E.27 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt For For ALLOCATE FREE COMMON SHARES OF THE COMPANY REFERRED TO IN ARTICLES L. 225-197-1 AND FOLLOWING OF THE FRENCH COMMERCIAL CODE FOR THE BENEFIT OF EMPLOYEES, INCLUDING ALL OR PART OF THE MEMBERS OF THE EXECUTIVE COMMITTEE OF UBISOFT GROUP REFERRED TO IN 4.1.2.4 OF THE REGISTRATION DOCUMENT, EXCLUDING EXECUTIVE CORPORATE OFFICERS OF THE COMPANY, RESULTING IN A WAIVER BY SHAREHOLDERS OF THEIR PRE-EMPTIVE SUBSCRIPTION RIGHT E.28 OVERALL CEILING ON CAPITAL INCREASES Mgmt For For E.29 AMENDMENT TO ARTICLE 8 OF THE BY-LAWS TO Mgmt For For ALLOW THE APPOINTMENT OF A DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE L. 225-23 OF THE FRENCH COMMERCIAL CODE E.30 ALIGNMENT OF ARTICLE 14 - TITLE V OF THE Mgmt For For BY-LAWS OF THE COMPANY "STATUTORY AUDITORS" E.31 POWERS TO CARRY OUT ALL FORMALITIES Mgmt For For Roundhill Sports Betting & iGaming ETF -------------------------------------------------------------------------------------------------------------------------- EVOLUTION GAMING GROUP AB Agenda Number: 712690367 -------------------------------------------------------------------------------------------------------------------------- Security: W3287P115 Meeting Type: AGM Meeting Date: 17-Jun-2020 Ticker: ISIN: SE0012673267 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS Non-Voting AN AGAINST VOTE IF THE MEETING REQUIRES APPROVAL FROM THE MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION CMMT MARKET RULES REQUIRE DISCLOSURE OF Non-Voting BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE 1 OPENING OF THE MEETING Non-Voting 2 ELECTION OF CHAIRMAN OF THE MEETING: Non-Voting FREDRIK PALM 3 PREPARATION AND APPROVAL OF VOTING REGISTER Non-Voting 4 APPROVAL OF AGENDA Non-Voting 5 ELECTION OF ONE OR TWO PERSONS TO VERIFY Non-Voting THE MINUTES OF THE MEETING 6 DETERMINATION OF WHETHER THE MEETING HAS Non-Voting BEEN DULY CONVENED 7.A RESOLUTION: ON ADOPTION OF THE INCOME Mgmt For For STATEMENT AND BALANCE SHEET AS WELL AS THE CONSOLIDATED INCOME STATEMENT AND THE CONSOLIDATED BALANCE SHEET 7.B RESOLUTION: ON THE DISPOSITION OF THE Mgmt For For COMPANY'S PROFIT OR LOSS AS SHOWN IN THE ADOPTED BALANCE SHEET: THE BOARD OF DIRECTORS PROPOSES A DIVIDEND OF EUR 0.42 PER SHARE AND THAT MONDAY 22 JUNE 2020 IS THE RECORD DATE FOR RECEIVING THE DIVIDEND 7.C RESOLUTION: ON DISCHARGE FROM LIABILITY OF Mgmt For For MEMBERS OF THE BOARD AND THE MANAGING DIRECTOR CMMT PLEASE NOTE THAT RESOLUTIONS 8 TO 13 ARE Non-Voting PROPOSED BY NOMINATION COMMITTEE AND BOARD DOES NOT MAKE ANY RECOMMENDATION ON THESE PROPOSALS. THE STANDING INSTRUCTIONS ARE DISABLED FOR THIS MEETING 8 DETERMINATION OF THE NUMBER OF MEMBERS OF Mgmt For THE BOARD OF DIRECTORS TO BE ELECTED: THE NOMINATION COMMITTEE PROPOSES THAT SIX BOARD MEMBERS BE ELECTED 9 DETERMINATION OF THE FEES TO BE PAID TO THE Mgmt For BOARD OF DIRECTORS 10 ELECTION OF THE BOARD OF DIRECTORS: THE Mgmt For NOMINATION COMMITTEE PROPOSES THAT JENS VON BAHR, JOEL CITRON, JONAS ENGWALL, CECILIA LAGER, IAN LIVINGSTONE AND FREDRIK OSTERBERG BE RE-ELECTED AS MEMBERS OF THE BOARD OF DIRECTORS FOR THE PERIOD UNTIL THE CLOSE OF THE ANNUAL GENERAL MEETING 2021 AND THAT JENS VON BAHR BE RE-ELECTED AS CHAIRMAN OF THE BOARD OF DIRECTORS FOR THE PERIOD UNTIL THE CLOSE OF THE ANNUAL GENERAL MEETING 2021 11 DETERMINATION OF FEES TO BE PAID TO THE Mgmt For AUDITOR 12 ELECTION OF AUDITOR: THE NOMINATION Mgmt For COMMITTEE PROPOSES, IN ACCORDANCE WITH THE AUDIT COMMITTEE'S RECOMMENDATION, THAT THE REGISTERED ACCOUNTING FIRM OHRLINGS PRICEWATERHOUSECOOPERS AB BE RE-ELECTED AS AUDITOR FOR THE PERIOD UNTIL THE CLOSE OF THE ANNUAL GENERAL MEETING 2021. OHRLINGS PRICEWATERHOUSECOOPERS AB HAS INFORMED THE NOMINATION COMMITTEE THAT THE AUTHORISED PUBLIC ACCOUNTANT JOHAN ENGSTAM WILL BE APPOINTED AS AUDITOR-IN-CHARGE IF OHRLINGS PRICEWATERHOUSECOOPERS AB IS RE-ELECTED AS AUDITOR 13 RESOLUTION ON THE INSTRUCTION TO THE Mgmt For NOMINATION COMMITTEE 14 RESOLUTION ON GUIDELINES FOR REMUNERATION Mgmt For For TO THE SENIOR MANAGEMENT 15 RESOLUTION ON AUTHORISATION FOR ACQUISITION Mgmt For For OF OWN SHARES 16 RESOLUTION ON AUTHORISATION FOR TRANSFER OF Mgmt For For OWN SHARES 17 RESOLUTION ON A) REDUCTION OF THE SHARE Mgmt For For CAPITAL THROUGH REDEMPTION OF OWN SHARES AND B) INCREASE OF THE SHARE CAPITAL THROUGH BONUS ISSUE 18 RESOLUTION ON AUTHORISATION FOR THE BOARD Mgmt For For OF DIRECTORS TO ISSUE SHARES, WARRANTS AND CONVERTIBLE DEBT 19 CLOSING OF THE MEETING Non-Voting -------------------------------------------------------------------------------------------------------------------------- GREEK ORGANISATION OF FOOTBALL PROGNOSTICS SA OPAP Agenda Number: 712783299 -------------------------------------------------------------------------------------------------------------------------- Security: X3232T104 Meeting Type: OGM Meeting Date: 25-Jun-2020 Ticker: ISIN: GRS419003009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. SUBMISSION AND APPROVAL OF THE COMPANY'S Mgmt For For FINANCIAL STATEMENTS AND OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE TWENTIETH (20TH) FISCAL YEAR (FROM THE 1ST OF JANUARY 2019 TO THE 31ST OF DECEMBER 2019) AND OF THE RELEVANT DIRECTORS' REPORT AND AUDITORS' REPORT 2. APPROVAL OF THE OVERALL MANAGEMENT OF THE Mgmt For For COMPANY PER ARTICLE 108 OF LAW 4548/2018, AS IN FORCE, AND DISCHARGE OF THE STATUTORY AUDITORS OF THE COMPANY FROM ANY LIABILITY FOR COMPENSATION FOR THE TWENTIETH (20TH) FISCAL YEAR (FROM THE 1ST OF JANUARY 2019 TO THE 31ST OF DECEMBER 2019) 3. SELECTION OF CERTIFIED AUDITORS FOR THE Mgmt For For AUDIT OF THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE CURRENT TWENTY-FIRST (21ST) FISCAL YEAR (FROM THE 1ST OF JANUARY 2020 TO THE 31ST OF DECEMBER 2020) AND FOR THE ISSUANCE OF THE ANNUAL TAX REPORT 4. PROVISION OF PERMISSION AS PER ARTICLE 98 Mgmt For For PAR. 1 OF LAW 4548/2018, AS IN FORCE, TO THE BOARD OF DIRECTORS' MEMBERS AND THE OFFICERS AND DIRECTORS OF THE COMPANY'S TEAMS FOR THEIR PARTICIPATION IN THE BOARDS OF DIRECTORS OR IN THE MANAGEMENT OF THE GROUP'S SUBSIDIARIES AND AFFILIATES 5. SUBMISSION FOR DISCUSSION AND VOTING OF THE Mgmt For For REMUNERATION REPORT OF THE BOARD OF DIRECTORS FOR THE TWENTIETH (20TH) FISCAL YEAR (FROM THE 1ST OF JANUARY 2019 TO THE 31ST OF DECEMBER 2019), IN ACCORDANCE WITH ARTICLE 112 PAR. 3 OF LAW 4548/2018, AS IN FORCE 6. AMENDMENT OF ARTICLES 2, 12, 18, 19, 23 AND Mgmt For For 34 OF THE COMPANY' ARTICLES OF ASSOCIATION 7. APPROVAL OF THE DISTRIBUTION OF EARNINGS Mgmt For For FOR THE TWENTIETH (20TH) FISCAL YEAR (FROM THE 1ST OF JANUARY 2019 TO THE 31ST OF DECEMBER 2019) 8. APPROVAL OF THE DISTRIBUTION OF PART OF THE Mgmt For For NET PROFITS OF THE FINANCIAL YEAR 2019 OF THE COMPANY TO EXECUTIVE MEMBERS OF THE BOARD OF DIRECTORS AND OTHER KEY MANAGEMENT PERSONNEL OF THE COMPANY 9. APPROVAL OF THE DISTRIBUTION OF PART OF THE Mgmt For For NET PROFITS OF THE FINANCIAL YEAR 2019 OF THE COMPANY TO EXECUTIVE MEMBERS OF THE BOARD OF DIRECTORS AND OTHER KEY MANAGEMENT PERSONNEL OF THE COMPANY BY VIRTUE OF AND IN ACCORDANCE WITH THE LONG TERM INCENTIVE SCHEME APPROVED BY THE 17TH AGM OF THE SHAREHOLDERS OF THE COMPANY DATED 27.04.2017 10. APPROVAL OF A NEW LONG TERM INCENTIVE Mgmt For For SCHEME WITH DISTRIBUTION OF PART OF THE NET PROFITS OF THE COMPANY TO EXECUTIVE MEMBERS OF THE BOARD OF DIRECTORS AND OTHER KEY MANAGEMENT PERSONNEL OF THE COMPANY CMMT 05 JUNE 2020: PLEASE NOTE IN THE EVENT THE Non-Voting MEETING DOES NOT REACH QUORUM, THERE WILL BE AN A REPETITIVE MEETING ON 6 JULY 2020. ALSO, YOUR VOTING INSTRUCTIONS WILL NOT BE CARRIED OVER TO THE SECOND CALL. ALL VOTES RECEIVED ON THIS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THE REPETITIVE MEETING. THANK YOU CMMT 05 JUNE 2020: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO ADDITION OF COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- GVC HOLDINGS PLC Agenda Number: 712703239 -------------------------------------------------------------------------------------------------------------------------- Security: G427A6103 Meeting Type: AGM Meeting Date: 24-Jun-2020 Ticker: ISIN: IM00B5VQMV65 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE THE COMPANY'S CONSOLIDATED Mgmt For For ANNUAL REPORT AND AUDITED ACCOUNTS TOGETHER WITH THE COMPANY'S AUDITED ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2019, TOGETHER WITH THE DIRECTORS' AND AUDITOR'S REPORTS THEREON 2 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt For For REPORT FOR THE YEAR ENDED 31 DECEMBER 2019 3 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt For For POLICY 4 TO RE-APPOINT KPMG LLP AS AUDITOR TO THE Mgmt For For COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING OF THE COMPANY AT WHICH ACCOUNTS ARE LAID BEFORE THE SHAREHOLDERS 5 TO AUTHORISE THE DIRECTORS TO AGREE THE Mgmt For For REMUNERATION OF THE AUDITOR 6 TO ELECT BARRY GIBSON AS A DIRECTOR Mgmt For For 7 TO ELECT JETTE NYGAARD-ANDERSEN AS A Mgmt For For DIRECTOR 8 TO RE-ELECT PIERRE BOUCHUT AS A DIRECTOR Mgmt For For 9 TO RE-ELECT VIRGINIA MCDOWELL AS A DIRECTOR Mgmt For For 10 TO RE-ELECT ROB WOOD AS A DIRECTOR Mgmt For For 11 TO RE-ELECT KENNETH ALEXANDER AS A DIRECTOR Mgmt For For 12 TO RE-ELECT JANE ANSCOMBE AS A DIRECTOR Mgmt For For 13 TO RE-ELECT PETER ISOLA AS A DIRECTOR Mgmt For For 14 TO RE-ELECT STEPHEN MORANA AS A DIRECTOR Mgmt For For 15 THAT: (A) THE GVC HOLDINGS PLC SHARESAVE Mgmt For For PLAN (THE "UK SHARESAVE") A COPY OF THE RULES OF WHICH HAS BEEN PRODUCED IN DRAFT TO THIS MEETING AND FOR THE PURPOSES OF IDENTIFICATION ONLY, INITIALLED BY THE CHAIRMAN AND A SUMMARY OF THE PRINCIPAL TERMS OF WHICH IS SET OUT IN APPENDIX 4 TO THIS NOTICE, BE AND IS HEREBY APPROVED AND ESTABLISHED; AND (B) AND THE DIRECTORS BE AND THEY ARE HEREBY AUTHORISED TO DO ALL SUCH ACTS AND THINGS AS MAY BE NECESSARY TO ESTABLISH AND GIVE EFFECT TO THE UK SHARESAVE 16 THAT: (A) THE GVC HOLDINGS PLC Mgmt For For INTERNATIONAL SHARESAVE PLAN (THE "INTERNATIONAL SHARESAVE") A COPY OF THE RULES OF WHICH HAS BEEN PRODUCED IN DRAFT TO THIS MEETING AND FOR THE PURPOSES OF IDENTIFICATION ONLY, INITIALLED BY THE CHAIRMAN AND A SUMMARY OF THE PRINCIPAL TERMS OF WHICH IS SET OUT IN APPENDIX 5 TO THIS NOTICE, BE AND IS HEREBY APPROVED AND ESTABLISHED; AND (B) THE DIRECTORS BE AND THEY ARE HEREBY AUTHORISED TO DO ALL SUCH ACTS AND THINGS AS MAY BE NECESSARY TO ESTABLISH AND GIVE EFFECT TO THE INTERNATIONAL SHARESAVE 17 POWER OF DIRECTORS TO ALLOT SHARES Mgmt For For 18 THAT, SUBJECT TO AND CONDITIONAL ON THE Mgmt For For PASSING OF RESOLUTION 17, THE DIRECTORS ARE EMPOWERED, PURSUANT TO ARTICLE 5.2 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, TO ALLOT SHARES FOR CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION 17 OR IN CIRCUMSTANCES WHERE THE ALLOTMENT CONSTITUTES AN ALLOTMENT OF EQUITY SECURITIES AS DEFINED IN THE ARTICLES (INCLUDING BY WAY OF A SALE OF TREASURY SHARES), IN EACH CASE DISAPPLYING THE PROVISIONS OF ARTICLE 5.2 PROVIDED THAT THIS POWER IS LIMITED TO: (A) THE ALLOTMENT OF SHARES (OR SALE OF TREASURY SHARES) IN CONNECTION WITH AN OFFER OF SUCH SHARES BY WAY OF A RIGHTS ISSUE (AS DEFINED IN RESOLUTION 17) OR OPEN OFFER OR ANY OTHER PRE-EMPTIVE OFFER THAT IS OPEN FOR ACCEPTANCE FOR A PERIOD DETERMINED BY THE DIRECTORS TO THE HOLDERS OF SHARES IN PROPORTION (AS NEARLY AS PRACTICABLE) TO THE RESPECTIVE NUMBER OF SHARES HELD BY THEM, AND, IF APPLICABLE, TO THE HOLDERS OF ANY OTHER EQUITY SECURITIES IF THIS IS REQUIRED BY THE RIGHTS OF THOSE SECURITIES OR, IF THE DIRECTORS CONSIDER IT NECESSARY, AS PERMITTED BY THE RIGHTS OF THOSE SECURITIES, SUBJECT IN EACH CASE TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE DIRECTORS MAY DEEM NECESSARY OR EXPEDIENT IN RELATION TO FRACTIONAL ENTITLEMENTS, RECORD DATES OR LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY OR BY VIRTUE OF SHARE BEING REPRESENTED BY DEPOSITARY RECEIPTS OR ANY OTHER MATTER; AND (B) THE ALLOTMENT OF SHARES (OR SALE OF TREASURY SHARES) (OTHERWISE THAN PURSUANT TO PARAGRAPH 18(A) ABOVE), WITH AN AGGREGATE NOMINAL VALUE OF EUR 291,536, AND PROVIDED ALSO THAT THE POWER CONFERRED BY THIS RESOLUTION SHALL EXPIRE AT THE CLOSE OF BUSINESS (LONDON TIME) ON 23 SEPTEMBER 2021 OR, IF EARLIER, AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY SAVE THAT THE COMPANY MAY, BEFORE SUCH EXPIRY, MAKE OFFERS OR AGREEMENTS WHICH WOULD OR MIGHT REQUIRE SHARES TO BE ALLOTTED (OR TREASURY SHARES TO BE SOLD) AND THE DIRECTORS MAY ALLOT SHARES (OR SELL TREASURY SHARES) IN PURSUANCE OF SUCH OFFER OR AGREEMENT NOTWITHSTANDING THAT THE POWER CONFERRED BY THIS RESOLUTION HAS EXPIRED 19 THAT, SUBJECT TO AND CONDITIONAL ON THE Mgmt For For PASSING OF RESOLUTION 17 AND IN ADDITION TO ANY POWER GRANTED UNDER RESOLUTION 18 ABOVE, THE DIRECTORS ARE EMPOWERED TO ALLOT SHARES FOR CASH PURSUANT TO THE AUTHORITY GIVEN BY RESOLUTION 17 OR IN CIRCUMSTANCES WHERE THE ALLOTMENT CONSTITUTES AN ALLOTMENT OF EQUITY SECURITIES AS DEFINED IN THE ARTICLES OF ASSOCIATION OF THE COMPANY (INCLUDING BY WAY OF A SALE OF TREASURY SHARES), IN EACH CASE DISAPPLYING THE PROVISIONS OF ARTICLE 5.2, PROVIDED THAT THIS POWER IS: (A) LIMITED TO THE ALLOTMENT AND/OR SALE OF EQUITY SECURITIES UP TO AN AGGREGATE NOMINAL VALUE OF EUR 291,536 AND (B) USED ONLY FOR THE PURPOSES OF FINANCING (OR REFINANCING, IF THE POWER IS TO BE USED WITHIN SIX MONTHS AFTER THE ORIGINAL TRANSACTION) A TRANSACTION WHICH THE DIRECTORS DETERMINE TO BE AN ACQUISITION OR OTHER CAPITAL INVESTMENT OF A KIND CONTEMPLATED BY THE STATEMENT OF PRINCIPLES ON DISAPPLYING PRE-EMPTION RIGHTS MOST RECENTLY PUBLISHED BY THE PREEMPTION GROUP PRIOR TO THE DATE OF THIS NOTICE, SUCH POWER TO EXPIRE AT THE CLOSE OF BUSINESS (LONDON TIME) ON 23 SEPTEMBER 2021 OR, IF EARLIER, AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY, SAVE THAT THE COMPANY MAY, BEFORE SUCH EXPIRY, MAKE AN OFFER OR AGREEMENT WHICH WOULD OR MIGHT REQUIRE SHARES TO BE ALLOTTED OR SHARES HELD IN TREASURY TO BE SOLD AFTER SUCH EXPIRY, AND THE DIRECTORS MAY ALLOT SHARES AND/OR SELL SHARES HELD IN TREASURY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT AS IF THE POWER CONFERRED BY THIS RESOLUTION HAD NOT EXPIRED 20 AUTHORITY TO ACQUIRE SHARES Mgmt For For -------------------------------------------------------------------------------------------------------------------------- INTERNATIONAL GAME TECHNOLOGY PLC Agenda Number: 935241226 -------------------------------------------------------------------------------------------------------------------------- Security: G4863A108 Meeting Type: Annual Meeting Date: 25-Jun-2020 Ticker: IGT ISIN: GB00BVG7F061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To receive and adopt the Annual Report and Mgmt For For Accounts for the financial year ended 31 December 2019. 2. To approve the directors' remuneration Mgmt For For report (excluding the remuneration policy) set out in section 2 of the Company Annual Report and Accounts. 3. To approve the appointment of the following Mgmt For For director of the Company: Beatrice Bassey 4. To approve the appointment of the following Mgmt For For director of the Company: Massimiliano Chiara 5. To approve the appointment of the following Mgmt For For director of the Company: Alberto Dessy 6. To approve the appointment of the following Mgmt For For director of the Company: Marco Drago 7. To approve the appointment of the following Mgmt For For director of the Company: James McCann 8. To approve the appointment of the following Mgmt For For director of the Company: Heather McGregor 9. To approve the appointment of the following Mgmt For For director of the Company: Lorenzo Pellicioli 10. To approve the appointment of the following Mgmt For For director of the Company: Samantha Ravich 11. To approve the appointment of the following Mgmt For For director of the Company: Vincent Sadusky 12. To approve the appointment of the following Mgmt For For director of the Company: Gianmario Tondato Da Ruos 13. To reappoint PricewaterhouseCoopers LLP as Mgmt For For auditor to hold office from the conclusion of the AGM until the conclusion of the next annual general meeting of the Company at which accounts are laid. 14. To authorise the directors or the audit Mgmt For For committee to fix the remuneration of the auditor. 15. To authorise political donations and Mgmt For For expenditure not exceeding GBP 100,000 in total, in accordance with sections 366 and 367 of the Companies Act 2006. 16. To authorise the directors, in substitution Mgmt For For for any existing authorities previously given, to allot shares in the Company. 17. To authorise the directors, if resolution Mgmt For For 16 is passed and in substitution for any existing authorities granted, to disapply pre-emption rights. (special resolution) 18. To authorise the directors, if resolution Mgmt For For 16 is passed and in addition to any authority granted under resolution 17, to disapply pre-emption rights in connection with an acquisition or specified capital investment. (special resolution) 19. To authorise the directors to make Mgmt For For off-market purchase of shares in the Company. (special resolution) 20. To adopt new articles of association of the Mgmt For For Company in substitution for, and to the exclusion of, the existing articles of association. (special resolution) * Management position unknown
SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Listed Funds Trust By (Signature) /s/ Gregory Bakken Name Gregory Bakken Title President/Principal Executive Officer Date 08/21/2020