N-PX 1 BRD8W2_0001717457_2021.txt BRD8W2_0001717457_2021.TXT 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: 811-23295 NAME OF REGISTRANT: Calamos Long/Short Equity & Dynamic Income Trust ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 2020 Calamos Court Naperville, IL 60563-2787 NAME AND ADDRESS OF AGENT FOR SERVICE: John P. Calamos, Sr., Founder, Chairman and Global Chief Investment Officer 2020 Calamos Court Naperville, IL 60563-2787 REGISTRANT'S TELEPHONE NUMBER: 630-245-7200 DATE OF FISCAL YEAR END: 10/31 DATE OF REPORTING PERIOD: 07/01/2020 - 06/30/2021 Calamos Long/Short Equity & Dynamic Income Trust -------------------------------------------------------------------------------------------------------------------------- AERCAP HOLDINGS N.V. Agenda Number: 935406149 -------------------------------------------------------------------------------------------------------------------------- Security: N00985106 Meeting Type: Annual Meeting Date: 12-May-2021 Ticker: AER ISIN: NL0000687663 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 3 Adoption of the annual accounts for the Mgmt For For 2020 financial year. 5 Release of liability of the directors with Mgmt For For respect to their management during the 2020 financial year. 6 Approval pursuant to Article 2:107a Dutch Mgmt For For Civil Code and article 16.7 of the Company's articles of association in relation to the anticipated acquisition of the GECAS Business. 7A Conditional re-appointment of the Company's Mgmt For For Chief Executive Officer, Mr. Aengus Kelly, as executive director for a period of four years in relation to the anticipated acquisition of the GECAS Business. 7B Conditional re-appointment of Mr. Paul Mgmt For For Dacier as non-executive director for a period of four years in relation to the anticipated acquisition of the GECAS Business. 7C Re-appointment of Mr. Michael Walsh as Mgmt For For non-executive director for a period of four years. 7D Re-appointment of Mr. James Lawrence as Mgmt For For non-executive director for a period of four years. 8 Conditional appointment of Ms. Jennifer Mgmt For For VanBelle as non- executive director for a period of four years in relation to the anticipated acquisition of the GECAS Business. 9 Approval of increase in number of ordinary Mgmt For For shares in the Company's capital available for issuance under the Company's equity incentive plan. 10 Appointment of Mr. Peter L. Juhas as the Mgmt For For person referred to in article 16, paragraph 8 of the Company's articles of association. 11 Appointment of PricewaterhouseCoopers Mgmt For For Accountants N.V. for the audit of the Company's annual accounts for the 2021 financial year. 12A Authorization of the Board of Directors to Mgmt For For issue shares and to grant rights to subscribe for shares. 12B Authorization of the Board of Directors to Mgmt For For limit or exclude pre-emptive rights in relation to agenda item 12(a). 12C Authorization of the Board of Directors to Mgmt For For issue additional shares and to grant additional rights to subscribe for shares. 12D Authorization of the Board of Directors to Mgmt For For limit or exclude pre-emptive rights in relation to agenda item 12(c). 12E Conditional authorization of the Board of Mgmt For For Directors to issue additional shares and to grant additional rights to subscribe for shares in relation to the anticipated acquisition of the GECAS Business. 12F Conditional authorization of the Board of Mgmt For For Directors to limit or exclude pre-emptive rights in relation to agenda item 12(e) in relation to the anticipated acquisition of the GECAS Business. 13A Authorization of the Board of Directors to Mgmt For For repurchase shares. 13B Conditional authorization of the Board of Mgmt For For Directors to repurchase additional shares. 14 Reduction of capital through cancellation Mgmt For For of shares. 15 Conditional amendment to the Company's Mgmt For For articles of association, to increase the authorized share capital to EUR 4,500,000 and to permit the interim filling of vacancies on the Board of Directors, and the designation of each of the Company's directors and each (candidate) civil law notary and lawyer at NautaDutilh to implement the amendment to the Company's articles of association. -------------------------------------------------------------------------------------------------------------------------- AIR LEASE CORPORATION Agenda Number: 935360305 -------------------------------------------------------------------------------------------------------------------------- Security: 00912X302 Meeting Type: Annual Meeting Date: 05-May-2021 Ticker: AL ISIN: US00912X3026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director to serve for a Mgmt For For one-year term: Matthew J. Hart 1B. Election of Director to serve for a Mgmt For For one-year term: Cheryl Gordon Krongard 1C. Election of Director to serve for a Mgmt For For one-year term: Marshall O. Larsen 1D. Election of Director to serve for a Mgmt For For one-year term: Susan McCaw 1E. Election of Director to serve for a Mgmt For For one-year term: Robert A. Milton 1F. Election of Director to serve for a Mgmt For For one-year term: John L. Plueger 1G. Election of Director to serve for a Mgmt For For one-year term: Ian M. Saines 1H. Election of Director to serve for a Mgmt For For one-year term: Steven F. Udvar-Hazy 2. Ratify the appointment of KPMG LLP as our Mgmt For For independent registered public accounting firm for 2021. 3. Advisory vote to approve named executive Mgmt For For officer compensation. -------------------------------------------------------------------------------------------------------------------------- ALPHABET INC. Agenda Number: 935406264 -------------------------------------------------------------------------------------------------------------------------- Security: 02079K305 Meeting Type: Annual Meeting Date: 02-Jun-2021 Ticker: GOOGL ISIN: US02079K3059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Larry Page Mgmt For For 1B. Election of Director: Sergey Brin Mgmt For For 1C. Election of Director: Sundar Pichai Mgmt For For 1D. Election of Director: John L. Hennessy Mgmt For For 1E. Election of Director: Frances H. Arnold Mgmt For For 1F. Election of Director: L. John Doerr Mgmt For For 1G. Election of Director: Roger W. Ferguson Jr. Mgmt For For 1H. Election of Director: Ann Mather Mgmt For For 1I. Election of Director: Alan R. Mulally Mgmt For For 1J. Election of Director: K. Ram Shriram Mgmt For For 1K. Election of Director: Robin L. Washington Mgmt For For 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as Alphabet's independent registered public accounting firm for the fiscal year ending December 31, 2021. 3. Approval of Alphabet's 2021 Stock Plan. Mgmt For For 4. A stockholder proposal regarding equal Shr Against For shareholder voting, if properly presented at the meeting. 5. A stockholder proposal regarding the Shr Against For nomination of human rights and/or civil rights expert to the board, if properly presented at the meeting. 6. A stockholder proposal regarding a report Shr Against For on sustainability metrics, if properly presented at the meeting. 7. A stockholder proposal regarding a report Shr Against For on takedown requests, if properly presented at the meeting. 8. A stockholder proposal regarding a report Shr Against For on whistleblower policies and practices, if properly presented at the meeting. 9. A stockholder proposal regarding a report Shr Against For on charitable contributions, if properly presented at the meeting. 10. A stockholder proposal regarding a report Shr Against For on risks related to anticompetitive practices, if properly presented at the meeting. 11. A stockholder proposal regarding a Shr Against For transition to a public benefit corporation, if properly presented at the meeting. -------------------------------------------------------------------------------------------------------------------------- BAXTER INTERNATIONAL INC. Agenda Number: 935352459 -------------------------------------------------------------------------------------------------------------------------- Security: 071813109 Meeting Type: Annual Meeting Date: 04-May-2021 Ticker: BAX ISIN: US0718131099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Jose (Joe) Almeida Mgmt For For 1B. Election of Director: Thomas F. Chen Mgmt For For 1C. Election of Director: John D. Forsyth Mgmt For For 1D. Election of Director: Peter S. Hellman Mgmt For For 1E. Election of Director: Michael F. Mahoney Mgmt For For 1F. Election of Director: Patricia B. Morrison Mgmt For For 1G. Election of Director: Stephen N. Oesterle Mgmt For For 1H. Election of Director: Cathy R. Smith Mgmt For For 1I. Election of Director: Thomas T. Stallkamp Mgmt For For 1J. Election of Director: Albert P.L. Stroucken Mgmt For For 1K. Election of Director: Amy A. Wendell Mgmt For For 1L. Election of Director: David S. Wilkes Mgmt For For 2. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation. 3. Ratification of Appointment of Independent Mgmt For For Registered Public Accounting Firm. 4. Vote to Approve the Omnibus Plan. Mgmt For For 5. Vote to Approve the ESPP Amendment. Mgmt For For 6. Stockholder Proposal - Right to Act by Shr Against For Written Consent. 7. Stockholder Proposal - Independent Board Shr Against For Chairman. -------------------------------------------------------------------------------------------------------------------------- BOSTON SCIENTIFIC CORPORATION Agenda Number: 935360456 -------------------------------------------------------------------------------------------------------------------------- Security: 101137107 Meeting Type: Annual Meeting Date: 06-May-2021 Ticker: BSX ISIN: US1011371077 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Nelda J. Connors Mgmt For For 1B. Election of Director: Charles J. Mgmt For For Dockendorff 1C. Election of Director: Yoshiaki Fujimori Mgmt For For 1D. Election of Director: Donna A. James Mgmt For For 1E. Election of Director: Edward J. Ludwig Mgmt For For 1F. Election of Director: Michael F. Mahoney Mgmt For For 1G. Election of Director: David J. Roux Mgmt For For 1H. Election of Director: John E. Sununu Mgmt For For 1I. Election of Director: Ellen M. Zane Mgmt For For 2. To approve, on a non-binding, advisory Mgmt For For basis, named executive officer compensation. 3. To ratify the appointment of Ernst & Young Mgmt For For LLP as our independent registered public accounting firm for the 2021 fiscal year. 4. To consider and vote upon a stockholder Shr Against For proposal requesting a report to stockholders describing any benefits to the company related to employee participation in company governance. -------------------------------------------------------------------------------------------------------------------------- BRITISH LAND COMPANY PLC Agenda Number: 712909019 -------------------------------------------------------------------------------------------------------------------------- Security: G15540118 Meeting Type: AGM Meeting Date: 29-Jul-2020 Ticker: ISIN: GB0001367019 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE THE ANNUAL REPORT AND AUDITED Mgmt For For FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2020 2 TO APPROVE THE DIRECTORS REMUNERATION Mgmt For For REPORT FOR THE YEAR ENDED 31 MARCH 2020 3 TO RE-ELECT SIMON CARTER AS A DIRECTOR Mgmt For For 4 TO RE-ELECT LYNN GLADDEN AS A DIRECTOR Mgmt For For 5 TO RE-ELECT CHRIS GRIGG AS A DIRECTOR Mgmt For For 6 TO RE-ELECT ALASTAIR HUGHES AS A DIRECTOR Mgmt For For 7 TO RE-ELECT WILLIAM JACKSON AS A DIRECTOR Mgmt For For 8 TO RE-ELECT NICHOLAS MACPHERSON AS A Mgmt For For DIRECTOR 9 TO RE-ELECT PREBEN PREBENSEN AS A DIRECTOR Mgmt For For 10 TO RE-ELECT TIM SCORE AS A DIRECTOR Mgmt For For 11 TO RE-ELECT LAURA WADE-GERY AS A DIRECTOR Mgmt For For 12 TO RE-ELECT REBECCA WORTHINGTON AS A Mgmt For For DIRECTOR 13 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt For For AUDITOR OF THE COMPANY 14 TO AUTHORISE THE AUDIT COMMITTEE TO AGREE Mgmt For For THE AUDITORS REMUNERATION 15 TO AUTHORISE THE COMPANY TO MAKE POLITICAL Mgmt For For DONATIONS AND POLITICAL EXPENDITURE OF NOT MORE THAN 20000 POUNDS IN TOTAL 16 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For UP TO A LIMITED AMOUNT 17 TO EMPOWER THE DIRECTORS TO ALLOT SHARES Mgmt For For FOR CASH WITHOUT MAKING A PRE-EMPTIVE OFFER TO SHAREHOLDERS UP TO THE SPECIFIED AMOUNT 18 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For PRE-EMPTIVE RIGHTS IN CONNECTION WITH AN ACQUISITION OR OTHER CAPITAL INVESTMENT 19 TO AUTHORISE THE COMPANY TO PURCHASE ITS Mgmt For For OWN SHARES UP TO THE SPECIFIED LIMIT 20 TO AUTHORISE THE CALLING OF GENERAL Mgmt For For MEETINGS OTHER THAN AN ANNUAL GENERAL MEETING ON NOT LESS THAN 14 CLEAR DAYS NOTICE CMMT 03 JUL 2020: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO MODIFICATION OF TEXT IN RESOLUTION 18. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- BT GROUP PLC Agenda Number: 712792743 -------------------------------------------------------------------------------------------------------------------------- Security: G16612106 Meeting Type: AGM Meeting Date: 16-Jul-2020 Ticker: ISIN: GB0030913577 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ANNUAL REPORT AND ACCOUNTS: THAT THE Mgmt For For ACCOUNTS AND REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE YEAR ENDED 31 MARCH 2020 BE RECEIVED 2 ANNUAL REMUNERATION REPORT: THAT THE ANNUAL Mgmt For For DIRECTORS' REMUNERATION REPORT AS SET OUT ON PAGES 84 TO 89 AND 98 TO 109 OF THE ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2020 BE RECEIVED AND APPROVED 3 DIRECTORS' REMUNERATION POLICY: THAT THE Mgmt For For DIRECTORS' REMUNERATION POLICY AS SET OUT ON PAGES 90 TO 97 OF THE ANNUAL REPORT 2020 BE RECEIVED AND APPROVED 4 THAT JAN DU PLESSIS BE RE-ELECTED AS A Mgmt For For DIRECTOR 5 THAT PHILIP JANSEN BE RE-ELECTED AS A Mgmt For For DIRECTOR 6 THAT SIMON LOWTH BE RE-ELECTED AS A Mgmt For For DIRECTOR 7 THAT IAIN CONN BE RE-ELECTED AS A DIRECTOR Mgmt For For 8 THAT ISABEL HUDSON BE RE-ELECTED AS A Mgmt For For DIRECTOR 9 THAT MIKE INGLIS BE RE-ELECTED AS A Mgmt For For DIRECTOR 10 THAT MATTHEW KEY BE RE-ELECTED AS A Mgmt For For DIRECTOR 11 THAT ALLISON KIRKBY BE RE-ELECTED AS A Mgmt For For DIRECTOR 12 THAT ADEL AL-SALEH BE ELECTED AS A DIRECTOR Mgmt For For 13 THAT SIR IAN CHESHIRE BE ELECTED AS A Mgmt For For DIRECTOR 14 THAT LEENA NAIR BE ELECTED AS A DIRECTOR Mgmt For For 15 THAT SARA WELLER BE ELECTED AS A DIRECTOR Mgmt For For 16 AUDITORS' RE-APPOINTMENT : THAT KPMG LLP BE Mgmt For For RE-APPOINTED AS AUDITORS OF THE COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY 17 AUDITORS' REMUNERATION: THAT THE AUDIT & Mgmt For For RISK COMMITTEE OF THE BOARD OF DIRECTORS BE AUTHORISED TO DECIDE THE AUDITORS' REMUNERATION 18 AUTHORITY TO ALLOT SHARES: THAT: (A) THE Mgmt For For DIRECTORS BE AND ARE HEREBY GENERALLY AND UNCONDITIONALLY AUTHORISED PURSUANT TO, AND IN ACCORDANCE WITH, SECTION 551 OF THE COMPANIES ACT 2006 (2006 ACT) TO EXERCISE ALL POWERS OF THE COMPANY TO ALLOT SHARES IN THE COMPANY AND TO GRANT RIGHTS TO SUBSCRIBE FOR, OR TO CONVERT ANY SECURITY INTO, SHARES IN THE COMPANY: (I) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 163M; AND (II) COMPRISING EQUITY SECURITIES, AS DEFINED IN SECTION 560 OF THE 2006 ACT, UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 163M (INCLUDING WITHIN SUCH LIMIT ANY SHARES ISSUED OR RIGHTS GRANTED UNDER PARAGRAPH (I) ABOVE) IN CONNECTION WITH AN OFFER BY WAY OF A RIGHTS ISSUE TO: A. HOLDERS OF ORDINARY SHARES IN THE COMPANY IN PROPORTION, AS NEARLY AS MAY BE PRACTICABLE, TO THEIR EXISTING HOLDINGS; AND B. HOLDERS OF OTHER EQUITY SECURITIES AS REQUIRED BY THE RIGHTS OF THOSE SECURITIES OR, IF THE DIRECTORS CONSIDER IT NECESSARY, AS PERMITTED BY THE RIGHTS OF THOSE SECURITIES; AND SO THAT THE DIRECTORS MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS WHICH THEY CONSIDER NECESSARY OR APPROPRIATE TO DEAL WITH TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES, SHARES REPRESENTED BY DEPOSITARY RECEIPTS, LEGAL, REGULATORY OR PRACTICAL PROBLEMS UNDER THE LAWS OF, OR THE REQUIREMENTS OF, ANY RECOGNISED REGULATORY BODY OR ANY STOCK EXCHANGE IN ANY TERRITORY OR ANY OTHER MATTER WHATSOEVER. THIS AUTHORITY SHALL HEREBY TAKE EFFECT FROM THE DATE OF THE PASSING OF THIS RESOLUTION UNTIL THE CONCLUSION OF THE COMPANY'S AGM IN 2021, OR THE CLOSE OF BUSINESS ON 30 SEPTEMBER 2021, WHICHEVER IS THE EARLIER, PROVIDED THAT, IN EACH CASE, THE COMPANY MAY, BEFORE THIS AUTHORITY EXPIRES, MAKE OFFERS AND ENTER INTO AGREEMENTS WHICH WOULD, OR MIGHT, REQUIRE SHARES IN THE COMPANY TO BE ALLOTTED OR RIGHTS TO SUBSCRIBE FOR OR CONVERT ANY SECURITY INTO SHARES TO BE GRANTED AFTER THIS AUTHORITY EXPIRES AND THE DIRECTORS MAY ALLOT SHARES IN THE COMPANY OR GRANT RIGHTS UNDER ANY SUCH OFFER OR AGREEMENT AS IF THIS AUTHORITY HAD NOT EXPIRED; (B) SUBJECT TO PARAGRAPH (C) BELOW, ALL EXISTING AUTHORITIES GIVEN TO THE DIRECTORS PURSUANT TO SECTION 551 OF THE 2006 ACT BY WAY OF THE ORDINARY RESOLUTION OF THE COMPANY PASSED ON 10 JULY 2019 BE REVOKED BY THIS RESOLUTION; AND (C) PARAGRAPH (B) ABOVE SHALL BE WITHOUT PREJUDICE TO THE CONTINUING AUTHORITY OF THE DIRECTORS TO ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR, OR CONVERT ANY SECURITY INTO, SHARES PURSUANT TO AN OFFER OR AGREEMENT MADE BY THE COMPANY BEFORE THE EXPIRY OF THE AUTHORITY PURSUANT TO WHICH SUCH OFFER OR AGREEMENT WAS MADE 19 DISAPPLICATION OF PRE-EMPTION RIGHTS: THAT, Mgmt For For SUBJECT TO THE PASSING OF RESOLUTION 18 ABOVE, AND IN PLACE OF THE POWER GIVEN TO THEM PURSUANT TO THE SPECIAL RESOLUTION OF THE COMPANY PASSED ON 10 JULY 2019, THE BOARD BE AUTHORISED TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE 2006 ACT) FOR CASH UNDER THE AUTHORITY GIVEN BY RESOLUTION 18 AND/OR TO SELL ORDINARY SHARES HELD BY THE COMPANY AS TREASURY SHARES FOR CASH AS IF SECTION 561 OF THE 2006 ACT DID NOT APPLY TO ANY SUCH ALLOTMENT OR SALE, SUCH AUTHORITY TO BE LIMITED: (A) TO THE ALLOTMENT OF EQUITY SECURITIES IN CONNECTION WITH AN OFFER OF EQUITY SECURITIES (BUT IN THE CASE OF THE AUTHORITY GRANTED UNDER RESOLUTION 18(A)(II), BY WAY OF A RIGHTS ISSUE ONLY) TO OR IN FAVOUR OF: NOTICE (I) HOLDERS OF ORDINARY SHARES IN THE COMPANY IN PROPORTION, AS NEARLY AS MAY BE PRACTICABLE, TO THEIR EXISTING HOLDINGS; AND (II) HOLDERS OF OTHER EQUITY SECURITIES, AS REQUIRED BY THE RIGHTS OF THOSE SECURITIES OR, IF THE DIRECTORS CONSIDER IT NECESSARY, AS PERMITTED BY THE RIGHTS OF THOSE SECURITIES; AND SO THAT THE DIRECTORS MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS WHICH THEY CONSIDER NECESSARY OR APPROPRIATE TO DEAL WITH TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES, SHARES REPRESENTED BY DEPOSITARY RECEIPTS, LEGAL, REGULATORY OR PRACTICAL PROBLEMS UNDER THE LAWS OF, OR THE REQUIREMENTS OF, ANY RECOGNISED REGULATORY BODY OR ANY STOCK EXCHANGE IN ANY TERRITORY OR ANY OTHER MATTER WHATSOEVER; AND (B) TO THE ALLOTMENT OF EQUITY SECURITIES OR SALE OF TREASURY SHARES (OTHERWISE THAN UNDER PARAGRAPH (A) ABOVE) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 24.8M, SUCH AUTHORITY TO EXPIRE AT THE END OF THE NEXT AGM OF THE COMPANY (OR, IF EARLIER, AT THE CLOSE OF BUSINESS ON 30 SEPTEMBER 2021), BUT, IN EACH CASE, PRIOR TO ITS EXPIRY THE COMPANY MAY MAKE OFFERS, AND ENTER INTO AGREEMENTS, WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES TO BE ALLOTTED (AND TREASURY SHARES TO BE SOLD) AFTER THE AUTHORITY EXPIRES AND THE BOARD MAY ALLOT EQUITY SECURITIES (AND SELL TREASURY SHARES) UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT EXPIRED 20 FURTHER DISAPPLICATION OF PREEMPTION Mgmt For For RIGHTS: THAT SUBJECT TO THE PASSING OF RESOLUTION 18, THE BOARD BE AUTHORISED, IN ADDITION TO ANY AUTHORITY GRANTED UNDER RESOLUTION 19, TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE 2006 ACT) FOR CASH UNDER THE AUTHORITY GIVEN BY THAT RESOLUTION AND/OR TO SELL ORDINARY SHARES HELD BY THE COMPANY AS TREASURY SHARES FOR CASH AS IF SECTION 561 OF THE 2006 ACT DID NOT APPLY TO ANY SUCH ALLOTMENT OR SALE, SUCH AUTHORITY TO BE: (A) LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES OR SALE OF TREASURY SHARES UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 24.8M; AND (B) USED ONLY FOR THE PURPOSES OF FINANCING (OR REFINANCING, IF THE AUTHORITY IS TO BE USED WITHIN SIX MONTHS AFTER THE ORIGINAL TRANSACTION) A TRANSACTION WHICH THE BOARD OF THE COMPANY DETERMINES 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 OF MEETING, SUCH AUTHORITY TO EXPIRE AT THE END OF THE NEXT AGM OF THE COMPANY (OR, IF EARLIER, AT THE CLOSE OF BUSINESS ON 30 SEPTEMBER 2021), BUT, IN EACH CASE, PRIOR TO ITS EXPIRY THE COMPANY MAY MAKE OFFERS, AND ENTER INTO AGREEMENTS, WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES TO BE ALLOTTED (AND TREASURY SHARES TO BE SOLD) AFTER THE AUTHORITY EXPIRES AND THE BOARD MAY ALLOT EQUITY SECURITIES (AND SELL TREASURY SHARES) UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT EXPIRED 21 AUTHORITY TO PURCHASE OWN SHARES: THAT THE Mgmt For For COMPANY HAS GENERAL AND UNCONDITIONAL AUTHORITY TO MAKE MARKET PURCHASES (AS DEFINED IN SECTION 693(4) OF THE 2006 ACT) OF SHARES OF 5P EACH IN THE COMPANY, SUBJECT TO THE FOLLOWING CONDITIONS: (A) THE MAXIMUM NUMBER OF SHARES WHICH MAY BE PURCHASED IS 988 MILLION SHARES; (B) THE MINIMUM PRICE (EXCLUDING EXPENSES) WHICH MAY BE PAID FOR EACH SHARE IS 5P; (C) THE MAXIMUM PRICE (EXCLUDING EXPENSES) WHICH THE COMPANY MAY PAY FOR EACH SHARE CANNOT BE MORE THAN THE HIGHER OF: (I) 105% OF THE AVERAGE MARKET VALUE OF A SHARE IN THE COMPANY FOR THE FIVE BUSINESS DAYS PRIOR TO THE DAY THE PURCHASE IS MADE; OR (II) THE VALUE OF A SHARE IN THE COMPANY CALCULATED ON THE BASIS OF THE HIGHER OF THE PRICE QUOTED FOR: (A) THE LAST INDEPENDENT TRADE OF; OR (B) THE HIGHEST CURRENT INDEPENDENT BID FOR, IN EACH INSTANCE ANY NUMBER OF SHARES IN THE COMPANY ON THE TRADING VENUES WHERE THE PURCHASE IS CARRIED OUT; AND (D) THIS AUTHORITY EXPIRES AT THE END OF THE NEXT AGM (OR, IF EARLIER, AT THE CLOSE OF BUSINESS ON 30 SEPTEMBER 2021), EXCEPT IN RELATION TO THE PURCHASE OF SHARES, THE CONTRACT FOR WHICH WAS CONCLUDED BEFORE THE EXPIRY OF THIS AUTHORITY AND WHICH MIGHT BE EXECUTED WHOLLY OR PARTLY AFTER THAT EXPIRY 22 AUTHORITY TO CALL A GENERAL MEETING ON 14 Mgmt For For DAYS' NOTICE: THAT THE COMPANY MAY CALL A GENERAL MEETING (BUT NOT AN AGM) ON AT LEAST 14 CLEAR DAYS' NOTICE 23 AUTHORITY FOR POLITICAL DONATIONS: THAT Mgmt For For BRITISH TELECOMMUNICATIONS PLC, A WHOLLY- OWNED SUBSIDIARY OF THE COMPANY, BE AUTHORISED TO MAKE POLITICAL DONATIONS TO POLITICAL: (A) PARTIES AND/OR INDEPENDENT ELECTION CANDIDATES NOT EXCEEDING GBP 75,000 IN TOTAL; AND (B) ORGANISATIONS OTHER THAN POLITICAL PARTIES NOT EXCEEDING GBP 25,000 IN TOTAL DURING THE PERIOD BEGINNING WITH THE DATE OF THE 2020 AGM AND ENDING AT THE END OF THE DAY ON WHICH THE 2021 AGM IS HELD. THE TERMS 'POLITICAL DONATION', 'POLITICAL PARTIES', 'INDEPENDENT ELECTION CANDIDATES' AND 'POLITICAL ORGANISATION' HAVE THE MEANINGS GIVEN BY SECTIONS 363 TO 365 OF THE 2006 ACT 24 EMPLOYEE SAVESHARE PLAN RULES: THAT THE Mgmt For For RULES OF THE BT GROUP PLC SAVESHARE PLAN (THE SAVESHARE), THE PRINCIPAL TERMS OF WHICH ARE SUMMARISED AT APPENDIX 1 TO THIS NOTICE OF MEETING, BE APPROVED AND THE DIRECTORS OF THE COMPANY BE AUTHORISED TO DO ALL ACTS AND THINGS THEY CONSIDER NECESSARY OR EXPEDIENT TO IMPLEMENT AND GIVE EFFECT TO THE SAVESHARE 25 INTERNATIONAL EMPLOYEE SAVESHARE PLAN Mgmt For For RULES: THAT THE RULES OF THE BT GROUP PLC INTERNATIONAL SAVESHARE PLAN (THE INTERNATIONAL SAVESHARE), THE PRINCIPAL TERMS OF WHICH ARE SUMMARISED AT APPENDIX 1 TO THIS NOTICE OF MEETING, BE APPROVED AND THE DIRECTORS OF THE COMPANY BE AUTHORISED TO DO ALL ACTS AND THINGS THEY CONSIDER NECESSARY OR EXPEDIENT TO IMPLEMENT AND GIVE EFFECT TO THE INTERNATIONAL SAVESHARE, AND TO ESTABLISH FURTHER PLANS BASED ON THE INTERNATIONAL SAVESHARE BUT MODIFIED TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR SECURITIES LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER ANY FURTHER SUCH PLANS WILL COUNT AGAINST ANY LIMITS ON INDIVIDUAL OR OVERALL PARTICIPATION IN THE INTERNATIONAL SAVESHARE 26 EMPLOYEE STOCK PURCHASE PLAN RULES: THAT Mgmt For For THE RULES OF THE BT GROUP PLC EMPLOYEE STOCK PURCHASE PLAN (THE ESPP), THE PRINCIPAL TERMS OF WHICH ARE SUMMARISED AT APPENDIX 1 TO THIS NOTICE OF MEETING, BE APPROVED AND THE DIRECTORS OF THE COMPANY BE AUTHORISED TO DO ALL ACTS AND THINGS THEY CONSIDER NECESSARY OR EXPEDIENT TO IMPLEMENT AND GIVE EFFECT TO THE ESPP 27 RESTRICTED SHARE PLAN RULES: THAT THE RULES Mgmt For For OF THE BT GROUP PLC RESTRICTED SHARE PLAN (THE RSP), THE PRINCIPAL TERMS OF WHICH ARE SUMMARISED AT APPENDIX 1 TO THIS NOTICE OF MEETING, BE APPROVED AND THE DIRECTORS OF THE COMPANY BE AUTHORISED TO DO ALL ACTS AND THINGS THEY CONSIDER NECESSARY OR EXPEDIENT TO IMPLEMENT AND GIVE EFFECT TO THE RSP, AND TO ESTABLISH FURTHER PLANS BASED ON THE RSP BUT MODIFIED TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR SECURITIES LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER ANY FURTHER SUCH PLANS WILL COUNT AGAINST ANY LIMITS ON INDIVIDUAL OR OVERALL PARTICIPATION IN THE RSP 28 DEFERRED BONUS PLAN RULES: THAT THE RULES Mgmt For For OF THE BT GROUP PLC DEFERRED BONUS PLAN (THE DBP), THE PRINCIPAL TERMS OF WHICH ARE SUMMARISED AT APPENDIX 1 TO THIS NOTICE OF MEETING, BE APPROVED AND THE DIRECTORS OF THE COMPANY BE AUTHORISED TO DO ALL ACTS AND THINGS THEY CONSIDER NECESSARY OR EXPEDIENT TO IMPLEMENT AND GIVE EFFECT TO THE DBP, AND TO ESTABLISH FURTHER PLANS BASED ON THE DBP BUT MODIFIED TO TAKE ACCOUNT OF LOCAL TAX, EXCHANGE CONTROL OR SECURITIES LAWS IN OVERSEAS TERRITORIES, PROVIDED THAT ANY SHARES MADE AVAILABLE UNDER ANY FURTHER SUCH PLANS WILL COUNT AGAINST ANY LIMITS ON INDIVIDUAL OR OVERALL PARTICIPATION IN THE DBP 29 ARTICLES OF ASSOCIATION: THAT, WITH EFFECT Mgmt For For FROM THE CONCLUSION OF THE AGM, THE NEW ARTICLES OF ASSOCIATION OF THE COMPANY, PRODUCED TO THE AGM AND INITIALED BY THE CHAIR OF THE AGM FOR THE PURPOSE OF IDENTIFICATION, BE ADOPTED AS THE ARTICLES OF ASSOCIATION OF THE COMPANY, IN SUBSTITUTION FOR, AND TO THE EXCLUSION OF, THE EXISTING ARTICLES OF ASSOCIATION -------------------------------------------------------------------------------------------------------------------------- CAESARS ENTERTAINMENT, INC. Agenda Number: 935424438 -------------------------------------------------------------------------------------------------------------------------- Security: 12769G100 Meeting Type: Annual Meeting Date: 15-Jun-2021 Ticker: CZR ISIN: US12769G1004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Gary L. Carano Mgmt For For Bonnie S. Biumi Mgmt For For Jan Jones Blackhurst Mgmt For For Frank J. Fahrenkopf Mgmt For For Don R. Kornstein Mgmt For For Courtney R. Mather Mgmt For For Michael E. Pegram Mgmt For For Thomas R. Reeg Mgmt For For David P. Tomick Mgmt For For 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For OFFICER COMPENSATION. 3. ADVISORY VOTE TO APPROVE THE FREQUENCY OF Mgmt 1 Year For ADVISORY VOTES ON EXECUTIVE COMPENSATION. 4. RATIFY THE SELECTION OF DELOITTE & TOUCHE Mgmt For For LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021. 5. TO APPROVE AND ADOPT AN AMENDMENT TO THE Mgmt For For COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK TO 500,000,000. 6. TO APPROVE AND ADOPT AN AMENDMENT TO THE Mgmt For For COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO AUTHORIZE THE ISSUANCE OF 150,000,000 SHARES OF PREFERRED STOCK. -------------------------------------------------------------------------------------------------------------------------- CANADIAN NATURAL RESOURCES LIMITED Agenda Number: 935383466 -------------------------------------------------------------------------------------------------------------------------- Security: 136385101 Meeting Type: Annual Meeting Date: 06-May-2021 Ticker: CNQ ISIN: CA1363851017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Catherine M. Best Mgmt For For M. Elizabeth Cannon Mgmt For For N. Murray Edwards Mgmt For For Christopher L. Fong Mgmt For For Amb. Gordon D. Giffin Mgmt For For Wilfred A. Gobert Mgmt For For Steve W. Laut Mgmt For For Tim S. McKay Mgmt For For Hon. Frank J. McKenna Mgmt For For David A. Tuer Mgmt For For Annette M. Verschuren Mgmt For For 2 The appointment of PricewaterhouseCoopers Mgmt For For LLP, Chartered Accountants, Calgary, Alberta, as auditors of the Corporation for the ensuing year and the authorization of the Audit Committee of the Board of Directors of the Corporation to fix their remuneration. 3 On an advisory basis, accepting the Mgmt For For Corporation's approach to executive compensation as described in the Information Circular. -------------------------------------------------------------------------------------------------------------------------- DELTA AIR LINES, INC. Agenda Number: 935430241 -------------------------------------------------------------------------------------------------------------------------- Security: 247361702 Meeting Type: Annual Meeting Date: 17-Jun-2021 Ticker: DAL ISIN: US2473617023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Edward H. Bastian Mgmt For For 1B. Election of Director: Francis S. Blake Mgmt For For 1C. Election of Director: Ashton B. Carter Mgmt For For 1D. Election of Director: David G. DeWalt Mgmt For For 1E. Election of Director: William H. Easter III Mgmt For For 1F. Election of Director: Christopher A. Mgmt For For Hazleton 1G. Election of Director: Michael P. Huerta Mgmt For For 1H. Election of Director: Jeanne P. Jackson Mgmt For For 1I. Election of Director: George N. Mattson Mgmt For For 1J. Election of Director: Sergio A.L. Rial Mgmt For For 1K. Election of Director: David S. Taylor Mgmt For For 1L. Election of Director: Kathy N. Waller Mgmt For For 2. To approve, on an advisory basis, the Mgmt For For compensation of Delta's named executive officers. 3. To ratify the appointment of Ernst & Young Mgmt For For LLP as Delta's independent auditors for the year ending December 31, 2021. 4. A shareholder proposal related to the right Shr Against For to act by written consent. 5. A shareholder proposal related to a climate Shr Against For lobbying report. -------------------------------------------------------------------------------------------------------------------------- FACEBOOK, INC. Agenda Number: 935395891 -------------------------------------------------------------------------------------------------------------------------- Security: 30303M102 Meeting Type: Annual Meeting Date: 26-May-2021 Ticker: FB ISIN: US30303M1027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Peggy Alford Mgmt For For Marc L. Andreessen Mgmt For For Andrew W. Houston Mgmt For For Nancy Killefer Mgmt For For Robert M. Kimmitt Mgmt For For Sheryl K. Sandberg Mgmt For For Peter A. Thiel Mgmt For For Tracey T. Travis Mgmt For For Mark Zuckerberg Mgmt For For 2. To ratify the appointment of Ernst & Young Mgmt For For LLP as Facebook, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2021. 3. To approve an amendment to the director Mgmt For For compensation policy. 4. A shareholder proposal regarding dual class Shr Against For capital structure. 5. A shareholder proposal regarding an Shr Against For independent chair. 6. A shareholder proposal regarding child Shr Against For exploitation. 7. A shareholder proposal regarding Shr Against For human/civil rights expert on board. 8. A shareholder proposal regarding platform Shr Against For misuse. 9. A shareholder proposal regarding public Shr Against For benefit corporation. -------------------------------------------------------------------------------------------------------------------------- FIDELITY NAT'L INFORMATION SERVICES,INC. Agenda Number: 935378097 -------------------------------------------------------------------------------------------------------------------------- Security: 31620M106 Meeting Type: Annual Meeting Date: 19-May-2021 Ticker: FIS ISIN: US31620M1062 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Ellen R. Alemany Mgmt For For 1B. Election of Director: Jeffrey A. Goldstein Mgmt For For 1C. Election of Director: Lisa A. Hook Mgmt For For 1D. Election of Director: Keith W. Hughes Mgmt For For 1E. Election of Director: Gary L. Lauer Mgmt For For 1F. Election of Director: Gary A. Norcross Mgmt For For 1G. Election of Director: Louise M. Parent Mgmt For For 1H. Election of Director: Brian T. Shea Mgmt For For 1I. Election of Director: James B. Stallings, Mgmt For For Jr. 1J. Election of Director: Jeffrey E. Stiefler Mgmt For For 2. Advisory vote on Fidelity National Mgmt For For Information Services, Inc. executive compensation. 3. To ratify the appointment of KPMG LLP as Mgmt For For our independent registered public accounting firm for 2021. -------------------------------------------------------------------------------------------------------------------------- FLEETCOR TECHNOLOGIES INC. Agenda Number: 935413271 -------------------------------------------------------------------------------------------------------------------------- Security: 339041105 Meeting Type: Annual Meeting Date: 10-Jun-2021 Ticker: FLT ISIN: US3390411052 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director for a one-year term: Mgmt For For Steven T. Stull 1B. Election of Director for a one-year term: Mgmt For For Michael Buckman 1C. Election of Director for a one-year term: Mgmt For For Thomas M. Hagerty 1D. Election of Director for a one-year term: Mgmt For For Mark A. Johnson 1E. Election of Director for a one-year term: Mgmt For For Archie L. Jones, Jr. 1F. Election of Director for a one-year term: Mgmt For For Hala G. Moddelmog 1G. Election of Director for a one-year term: Mgmt For For Jeffrey S. Sloan 2. Ratify the reappointment of Ernst & Young Mgmt For For LLP as FLEETCOR's independent public accounting firm for 2021. 3. Advisory vote to approve named executive Mgmt For For officer compensation. 4. Shareholder proposal for a shareholder Shr Against For right to act by written consent, if properly presented. -------------------------------------------------------------------------------------------------------------------------- GLOBAL PAYMENTS INC. Agenda Number: 935351584 -------------------------------------------------------------------------------------------------------------------------- Security: 37940X102 Meeting Type: Annual Meeting Date: 29-Apr-2021 Ticker: GPN ISIN: US37940X1028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: F. Thaddeus Arroyo Mgmt For For 1B. Election of Director: Robert H.B. Baldwin, Mgmt For For Jr. 1C. Election of Director: John G. Bruno Mgmt For For 1D. Election of Director: Kriss Cloninger III Mgmt For For 1E. Election of Director: William I Jacobs Mgmt For For 1F. Election of Director: Joia M. Johnson Mgmt For For 1G. Election of Director: Ruth Ann Marshall Mgmt For For 1H. Election of Director: Connie D. McDaniel Mgmt For For 1I. Election of Director: William B. Plummer Mgmt For For 1J. Election of Director: Jeffrey S. Sloan Mgmt For For 1K. Election of Director: John T. Turner Mgmt For For 1L. Election of Director: M. Troy Woods Mgmt For For 2. Approval, on an advisory basis, of the Mgmt For For compensation of our named executive officers for 2020. 3. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021. 4. Advisory vote on shareholder proposal Shr Against For regarding shareholder right to act by written consent. -------------------------------------------------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL INC. Agenda Number: 935374861 -------------------------------------------------------------------------------------------------------------------------- Security: 438516106 Meeting Type: Annual Meeting Date: 21-May-2021 Ticker: HON ISIN: US4385161066 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Darius Adamczyk Mgmt For For 1B. Election of Director: Duncan B. Angove Mgmt For For 1C. Election of Director: William S. Ayer Mgmt For For 1D. Election of Director: Kevin Burke Mgmt For For 1E. Election of Director: D. Scott Davis Mgmt For For 1F. Election of Director: Deborah Flint Mgmt For For 1G. Election of Director: Judd Gregg Mgmt For For 1H. Election of Director: Grace D. Lieblein Mgmt For For 1I. Election of Director: Raymond T. Odierno Mgmt For For 1J. Election of Director: George Paz Mgmt For For 1K. Election of Director: Robin L. Washington Mgmt For For 2. Advisory Vote to Approve Executive Mgmt For For Compensation. 3. Approval of Independent Accountants. Mgmt For For 4. Shareholder Right To Act By Written Shr Against For Consent. -------------------------------------------------------------------------------------------------------------------------- KANSAS CITY SOUTHERN Agenda Number: 935380977 -------------------------------------------------------------------------------------------------------------------------- Security: 485170302 Meeting Type: Annual Meeting Date: 20-May-2021 Ticker: KSU ISIN: US4851703029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Lydia I. Beebe Mgmt For For 1B. Election of Director: Lu M. Cordova Mgmt For For 1C. Election of Director: Robert J. Druten Mgmt For For 1D. Election of Director: Antonio O. Garza, Jr. Mgmt For For 1E. Election of Director: David Garza-Santos Mgmt For For 1F. Election of Director: Janet H. Kennedy Mgmt For For 1G. Election of Director: Mitchell J. Krebs Mgmt For For 1H. Election of Director: Henry J. Maier Mgmt For For 1I. Election of Director: Thomas A. McDonnell Mgmt For For 1J. Election of Director: Patrick J. Mgmt For For Ottensmeyer 2. Ratification of the Audit Committee's Mgmt For For selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021. 3. An Advisory vote to approve the 2020 Mgmt For For compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- KINDER MORGAN, INC. Agenda Number: 935365420 -------------------------------------------------------------------------------------------------------------------------- Security: 49456B101 Meeting Type: Annual Meeting Date: 12-May-2021 Ticker: KMI ISIN: US49456B1017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director for a one year term Mgmt For For expiring in 2022: Richard D. Kinder 1B. Election of Director for a one year term Mgmt For For expiring in 2022: Steven J. Kean 1C. Election of Director for a one year term Mgmt For For expiring in 2022: Kimberly A. Dang 1D. Election of Director for a one year term Mgmt For For expiring in 2022: Ted A. Gardner 1E. Election of Director for a one year term Mgmt For For expiring in 2022: Anthony W. Hall, Jr. 1F. Election of Director for a one year term Mgmt For For expiring in 2022: Gary L. Hultquist 1G. Election of Director for a one year term Mgmt For For expiring in 2022: Ronald L. Kuehn, Jr. 1H. Election of Director for a one year term Mgmt For For expiring in 2022: Deborah A. Macdonald 1I. Election of Director for a one year term Mgmt For For expiring in 2022: Michael C. Morgan 1J. Election of Director for a one year term Mgmt For For expiring in 2022: Arthur C. Reichstetter 1K. Election of Director for a one year term Mgmt For For expiring in 2022: C. Park Shaper 1L. Election of Director for a one year term Mgmt For For expiring in 2022: William A. Smith 1M. Election of Director for a one year term Mgmt For For expiring in 2022: Joel V. Staff 1N. Election of Director for a one year term Mgmt For For expiring in 2022: Robert F. Vagt 1O. Election of Director for a one year term Mgmt For For expiring in 2022: Perry M. Waughtal 2. Approval of the Kinder Morgan, Inc. 2021 Mgmt For For Amended and Restated Stock Incentive Plan. 3. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021. 4. Approval, on an advisory basis, of the Mgmt For For compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- L3HARRIS TECHNOLOGIES INC. Agenda Number: 935345694 -------------------------------------------------------------------------------------------------------------------------- Security: 502431109 Meeting Type: Annual Meeting Date: 23-Apr-2021 Ticker: LHX ISIN: US5024311095 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director for a Term Expiring at Mgmt For For the 2022 Annual Meeting of Shareholders: Sallie B. Bailey 1B. Election of Director for a Term Expiring at Mgmt For For the 2022 Annual Meeting of Shareholders: William M. Brown 1C. Election of Director for a Term Expiring at Mgmt For For the 2022 Annual Meeting of Shareholders: Peter W. Chiarelli 1D. Election of Director for a Term Expiring at Mgmt For For the 2022 Annual Meeting of Shareholders: Thomas A. Corcoran 1E. Election of Director for a Term Expiring at Mgmt For For the 2022 Annual Meeting of Shareholders: Thomas A. Dattilo 1F. Election of Director for a Term Expiring at Mgmt For For the 2022 Annual Meeting of Shareholders: Roger B. Fradin 1G. Election of Director for a Term Expiring at Mgmt For For the 2022 Annual Meeting of Shareholders: Lewis Hay III 1H. Election of Director for a Term Expiring at Mgmt For For the 2022 Annual Meeting of Shareholders: Lewis Kramer 1I. Election of Director for a Term Expiring at Mgmt For For the 2022 Annual Meeting of Shareholders: Christopher E. Kubasik 1J. Election of Director for a Term Expiring at Mgmt For For the 2022 Annual Meeting of Shareholders: Rita S. Lane 1K. Election of Director for a Term Expiring at Mgmt For For the 2022 Annual Meeting of Shareholders: Robert B. Millard 1L. Election of Director for a Term Expiring at Mgmt For For the 2022 Annual Meeting of Shareholders: Lloyd W. Newton 2. Approval, in an Advisory Vote, of the Mgmt For For Compensation of Named Executive Officers as Disclosed in the Proxy Statement. 3. Ratification of Appointment of Ernst & Mgmt For For Young LLP as Independent Registered Public Accounting Firm for Fiscal Year 2021. -------------------------------------------------------------------------------------------------------------------------- LAND SECURITIES GROUP PLC R.E.I.T Agenda Number: 712792767 -------------------------------------------------------------------------------------------------------------------------- Security: G5375M142 Meeting Type: AGM Meeting Date: 09-Jul-2020 Ticker: ISIN: GB00BYW0PQ60 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE AND CONSIDER THE COMPANY'S Mgmt For For ACCOUNTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2020, TOGETHER WITH THE STRATEGIC REPORT, DIRECTORS' REMUNERATION REPORT, DIRECTORS' REPORT AND THE AUDITOR'S REPORT ON THOSE ACCOUNTS (2020 ANNUAL REPORT) 2 TO APPROVE THE ANNUAL REPORT ON Mgmt For For REMUNERATION SET OUT ON PAGES 88-98 OF THE 2020 ANNUAL REPORT 3 TO ELECT MARK ALLAN AS A DIRECTOR OF THE Mgmt For For COMPANY IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF ASSOCIATION 4 TO RE-ELECT MARTIN GREENSLADE AS A DIRECTOR Mgmt For For OF THE COMPANY 5 TO RE-ELECT COLETTE O'SHEA AS A DIRECTOR OF Mgmt For For THE COMPANY 6 TO RE-ELECT EDWARD BONHAM CARTER AS A Mgmt For For DIRECTOR OF THE COMPANY 7 TO RE-ELECT NICHOLAS CADBURY AS A DIRECTOR Mgmt For For OF THE COMPANY 8 TO RE-ELECT MADELEINE COSGRAVE AS A Mgmt For For DIRECTOR OF THE COMPANY 9 TO RE-ELECT CHRISTOPHE EVAIN AS A DIRECTOR Mgmt For For OF THE COMPANY 10 TO RE-ELECT CRESSIDA HOGG AS A DIRECTOR OF Mgmt For For THE COMPANY 11 TO RE-ELECT STACEY RAUCH AS A DIRECTOR OF Mgmt For For THE COMPANY 12 RE-APPOINTMENT OF AUDITOR: TO RE-APPOINT Mgmt For For ERNST & YOUNG LLP (EY) AS AUDITOR OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY 13 REMUNERATION OF AUDITOR: TO AUTHORISE THE Mgmt For For DIRECTORS TO DETERMINE THE REMUNERATION OF THE AUDITOR 14 AUTHORITY TO MAKE POLITICAL DONATIONS: IN Mgmt For For ACCORDANCE WITH SECTIONS 366 AND 367 OF THE COMPANIES ACT 2006 (2006 ACT), TO AUTHORISE THE COMPANY AND ANY COMPANY WHICH IS OR BECOMES ITS SUBSIDIARY AT ANY TIME DURING THE PERIOD FOR WHICH THIS RESOLUTION HAS EFFECT TO: (I) MAKE POLITICAL DONATIONS TO POLITICAL PARTIES, OTHER POLITICAL ORGANISATIONS AND/OR INDEPENDENT ELECTION CANDIDATES; AND (II) INCUR OTHER POLITICAL EXPENDITURE, PROVIDING SUCH EXPENDITURE DOES NOT EXCEED GBP 50,000 IN AGGREGATE FOR PARAGRAPHS (I) AND (II) ABOVE. THIS AUTHORITY SHALL EXPIRE AFTER THE CONCLUSION OF THE COMPANY'S NEXT ANNUAL GENERAL MEETING. ANY TERMS USED IN THIS RESOLUTION WHICH ARE DEFINED IN PART 14 OF THE 2006 ACT SHALL HAVE THE SAME MEANING AS IS GIVEN TO THOSE TERMS IN PART 14 OF THE 2006 ACT 15 AUTHORITY TO ALLOT SECURITIES: PURSUANT TO Mgmt For For SECTION 551 OF THE 2006 ACT, TO AUTHORISE THE DIRECTORS GENERALLY AND UNCONDITIONALLY TO ALLOT SHARES IN THE COMPANY AND TO GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT ANY SECURITY INTO SHARES IN THE COMPANY: (I) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 26,363,515; AND (II) IN SO FAR AS SUCH SHARES COMPRISE EQUITY SECURITIES (AS DEFINED IN SECTION 560 OF THE 2006 ACT) UP TO A FURTHER NOMINAL AMOUNT OF GBP 26,363,515 IN CONNECTION WITH AN OFFER BY WAY OF A RIGHTS ISSUE: (A) TO ORDINARY SHAREHOLDERS IN PROPORTION (AS NEARLY AS MAY BE PRACTICABLE) TO THEIR EXISTING HOLDINGS; AND (B) TO HOLDERS OF OTHER EQUITY SECURITIES AS REQUIRED BY THE RIGHTS OF THOSE SECURITIES OR AS THE DIRECTORS OTHERWISE CONSIDER NECESSARY, AND SO THAT THE DIRECTORS MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS WHICH THEY CONSIDER NECESSARY OR APPROPRIATE TO DEAL WITH TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES, LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY OR ANY OTHER MATTER. THIS AUTHORITY SHALL EXPIRE AT THE EARLIER OF THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY OR 15 MONTHS FROM THE DATE THIS RESOLUTION IS PASSED (UNLESS PREVIOUSLY RENEWED, VARIED OR REVOKED BY THE COMPANY IN GENERAL MEETING), PROVIDED THAT THE COMPANY MAY MAKE OFFERS AND ENTER INTO AGREEMENTS BEFORE THIS AUTHORITY EXPIRES WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES TO BE ALLOTTED OR SUBSCRIPTION OR CONVERSION RIGHTS TO BE GRANTED AFTER THE AUTHORITY ENDS AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO ORDINARY SHARES UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT EXPIRED. THIS AUTHORITY REPLACES ALL PREVIOUS AUTHORITIES 16 GENERAL AUTHORITY TO DISAPPLY PRE-EMPTION Mgmt For For RIGHTS: SUBJECT TO RESOLUTION 15 BEING PASSED, TO AUTHORISE THE DIRECTORS TO ALLOT EQUITY SECURITIES (PURSUANT TO SECTIONS 570 AND 573 OF THE 2006 ACT) FOR CASH UNDER THE AUTHORITY GIVEN BY RESOLUTION 15 AND/OR TO SELL TREASURY SHARES AS IF SECTION 561(1) OF THE 2006 ACT DID NOT APPLY TO ANY SUCH ALLOTMENT OR SALE, PROVIDED THAT THIS POWER SHALL BE LIMITED TO: (I) THE ALLOTMENT OF EQUITY SECURITIES AND SALE OF TREASURY SHARES FOR CASH IN CONNECTION WITH AN OFFER OF, OR INVITATION TO APPLY FOR, EQUITY SECURITIES MADE TO (BUT IN THE CASE OF THE AUTHORITY GRANTED UNDER PARAGRAPH (II) OF RESOLUTION 16, BY WAY OF A RIGHTS ISSUE ONLY): (A) ORDINARY SHAREHOLDERS IN PROPORTION (AS NEARLY AS MAY BE PRACTICABLE) TO THEIR EXISTING HOLDINGS; AND (B) HOLDERS OF OTHER EQUITY SECURITIES, AS REQUIRED BY THE RIGHTS OF THOSE SECURITIES OR, IF THE DIRECTORS CONSIDER IT NECESSARY, AS PERMITTED BY THE RIGHTS OF THOSE SECURITIES, AND SO THAT THE DIRECTORS MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS WHICH THEY CONSIDER NECESSARY OR APPROPRIATE TO DEAL WITH TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES, LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY OR ANY OTHER MATTER; AND (II) IN THE CASE OF THE AUTHORITY GRANTED UNDER PARAGRAPH (I) OF RESOLUTION 16 AND/OR IN THE CASE OF ANY SALE OF TREASURY SHARES, TO THE ALLOTMENT (OTHERWISE THAN UNDER PARAGRAPH (I) OF THIS RESOLUTION) OF EQUITY SECURITIES OR SALE OF TREASURY SHARES UP TO A NOMINAL AMOUNT OF GBP 3,954,527 (BEING 5% OF THE COMPANY'S ISSUED ORDINARY SHARE CAPITAL, EXCLUDING TREASURY SHARES, AS AT 28 MAY 2020). THIS POWER SHALL EXPIRE AT THE EARLIER OF THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY OR 15 MONTHS FROM THE DATE THIS RESOLUTION IS PASSED, PROVIDED THAT THE COMPANY MAY MAKE OFFERS AND ENTER INTO AGREEMENTS BEFORE THIS AUTHORITY EXPIRES WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES TO BE ALLOTTED (AND TREASURY SHARES TO BE HELD) AFTER THE AUTHORISATION EXPIRES AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES (AND SELL TREASURY SHARES) UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT EXPIRED 17 ADDITIONAL AUTHORITY TO DISAPPLY Mgmt For For PRE-EMPTION RIGHTS FOR PURPOSES OF ACQUISITIONS OR CAPITAL INVESTMENTS: SUBJECT TO RESOLUTION 15 BEING PASSED AND IN ADDITION TO ANY AUTHORITY GRANTED UNDER RESOLUTION 16 TO ALLOT EQUITY SECURITIES (PURSUANT TO THE 2006 ACT) FOR CASH UNDER THE AUTHORITY GIVEN BY THAT RESOLUTION, TO AUTHORISE THE DIRECTORS TO ALLOT EQUITY SECURITIES (PURSUANT TO SECTIONS 570 AND 573 OF THE 2006 ACT) FOR CASH UNDER THE AUTHORITY GIVEN BY RESOLUTION 15 AND/OR TO SELL TREASURY SHARES AS IF SECTION 561(1) OF THE 2006 ACT DID NOT APPLY TO ANY SUCH ALLOTMENT OR SALE, PROVIDED THAT THIS POWER SHALL BE: (I) LIMITED, IN THE CASE OF THE AUTHORITY GRANTED UNDER PARAGRAPH (I) OF RESOLUTION 15 AND/OR IN THE CASE OF ANY SALE OF TREASURY SHARES, TO THE ALLOTMENT OF EQUITY SECURITIES OR SALE OF TREASURY SHARES UP TO A NOMINAL AMOUNT OF GBP 3,954,527 (BEING 5% OF THE COMPANY'S ISSUED ORDINARY SHARE CAPITAL, EXCLUDING TREASURY SHARES, AS AT 28 MAY 2020); AND (II) USED ONLY FOR THE PURPOSES OF FINANCING (OR REFINANCING, IF THE AUTHORITY 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 PRE-EMPTION GROUP PRIOR TO THE DATE OF THIS NOTICE. THIS POWER SHALL EXPIRE AT THE EARLIER OF THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY OR 15 MONTHS FROM THE DATE THIS RESOLUTION IS PASSED, PROVIDED THAT THE COMPANY MAY MAKE OFFERS AND ENTER INTO AGREEMENTS BEFORE THIS AUTHORITY EXPIRES WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES TO BE ALLOTTED (AND TREASURY SHARES TO BE HELD) AFTER THE AUTHORISATION EXPIRES AND THE DIRECTORS MAY ALLOT EQUITY SECURITIES (AND SELL TREASURY SHARES) UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT EXPIRED 18 AUTHORITY TO PURCHASE OWN SHARES: PURSUANT Mgmt For For TO SECTION 701 OF THE 2006 ACT, TO AUTHORISE THE COMPANY GENERALLY AND UNCONDITIONALLY TO MAKE MARKET PURCHASES (AS DEFINED IN SECTION 693(4) OF THE 2006 ACT) OF ITS ORDINARY SHARES ON SUCH TERMS AS THE DIRECTORS THINK FIT, PROVIDED THAT: (I) THE MAXIMUM NUMBER OF ORDINARY SHARES THAT MAY BE ACQUIRED IS 74,147,388 (BEING 10% OF THE COMPANY'S ISSUED ORDINARY SHARE CAPITAL, EXCLUDING TREASURY SHARES, AS AT 28 MAY 2020); (II) THE MINIMUM PRICE (EXCLUSIVE OF EXPENSES) WHICH MAY BE PAID FOR AN ORDINARY SHARE IS 102/3P; AND (III) THE MAXIMUM PRICE (EXCLUSIVE OF EXPENSES) WHICH MAY BE PAID FOR EACH ORDINARY SHARE IS THE HIGHER OF: (A) 105% OF THE AVERAGE OF THE MIDDLE-MARKET QUOTATIONS OF AN ORDINARY SHARE OF THE COMPANY AS DERIVED FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST FOR THE FIVE BUSINESS DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH THE ORDINARY SHARE IS CONTRACTED TO BE PURCHASED; AND (B) AN AMOUNT EQUAL TO THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE OF AN ORDINARY SHARE AND THE HIGHEST CURRENT INDEPENDENT PURCHASE BID FOR AN ORDINARY SHARE ON THE TRADING VENUES WHERE THE PURCHASE IS CARRIED OUT. THIS AUTHORITY SHALL EXPIRE AT THE EARLIER OF THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY OR 15 MONTHS FROM THE DATE THIS RESOLUTION IS PASSED, PROVIDED THAT THE COMPANY SHALL BE ENTITLED, AT ANY TIME PRIOR TO THE EXPIRY OF THIS AUTHORITY, TO MAKE A CONTRACT OF PURCHASE WHICH WOULD OR MIGHT BE EXECUTED WHOLLY OR PARTLY AFTER THE EXPIRY OF THIS AUTHORITY AND TO PURCHASE ORDINARY SHARES IN ACCORDANCE WITH SUCH CONTRACT AS IF THE AUTHORITY HAD NOT EXPIRED -------------------------------------------------------------------------------------------------------------------------- LAS VEGAS SANDS CORP. Agenda Number: 935369961 -------------------------------------------------------------------------------------------------------------------------- Security: 517834107 Meeting Type: Annual Meeting Date: 13-May-2021 Ticker: LVS ISIN: US5178341070 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Irwin Chafetz Mgmt For For Micheline Chau Mgmt For For Patrick Dumont Mgmt For For Charles D. Forman Mgmt For For Robert G. Goldstein Mgmt For For George Jamieson Mgmt For For Nora M. Jordan Mgmt For For Charles A. Koppelman Mgmt For For Lewis Kramer Mgmt For For David F. Levi Mgmt For For 2. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021. 3. An advisory (non-binding) vote to approve Mgmt For For the compensation of the named executive officers. -------------------------------------------------------------------------------------------------------------------------- LEGAL & GENERAL GROUP PLC Agenda Number: 713933477 -------------------------------------------------------------------------------------------------------------------------- Security: G54404127 Meeting Type: AGM Meeting Date: 20-May-2021 Ticker: ISIN: GB0005603997 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 THAT THE AUDITED REPORT AND ACCOUNTS OF THE Mgmt For For COMPANY FOR THE YEAR ENDED 31 DECEMBER 2020, TOGETHER WITH THE DIRECTORS' REPORT, STRATEGIC REPORT AND THE AUDITOR'S REPORT ON THOSE ACCOUNTS, BE RECEIVED AND ADOPTED 2 THAT A FINAL DIVIDEND OF 12.64 PENCE PER Mgmt For For ORDINARY SHARE IN RESPECT OF THE YEAR ENDED 31 DECEMBER 2020 BE DECLARED AND BE PAID ON 27 MAY 2021 TO SHAREHOLDERS ON THE REGISTER OF MEMBERS AT THE CLOSE OF BUSINESS ON 16 APRIL 2021 3 THAT RIC LEWIS BE ELECTED AS A DIRECTOR Mgmt For For 4 THAT NILUFER VON BISMARCK BE ELECTED AS A Mgmt For For DIRECTOR 5 THAT HENRIETTA BALDOCK BE RE-ELECTED AS A Mgmt For For DIRECTOR 6 THAT PHILIP BROADLEY BE RE-ELECTED AS A Mgmt For For DIRECTOR 7 THAT JEFF DAVIES BE RE-ELECTED AS A Mgmt For For DIRECTOR 8 THAT SIR JOHN KINGMAN BE RE-ELECTED AS A Mgmt For For DIRECTOR 9 THAT LESLEY KNOX BE RE-ELECTED AS A Mgmt For For DIRECTOR 10 THAT GEORGE LEWIS BE RE-ELECTED AS A Mgmt For For DIRECTOR 11 THAT TOBY STRAUSS BE RE-ELECTED AS A Mgmt For For DIRECTOR 12 THAT NIGEL WILSON BE RE-ELECTED AS A Mgmt For For DIRECTOR 13 THAT KPMG LLP BE RE-APPOINTED AS AUDITOR OF Mgmt For For THE COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID 14 THAT THE DIRECTORS BE AUTHORISED TO Mgmt For For DETERMINE THE AUDITOR'S REMUNERATION 15 THAT THE DIRECTORS' REPORT ON REMUNERATION Mgmt For For (EXCLUDING THE DIRECTORS' REMUNERATION POLICY), AS SET OUT ON PAGES 88 TO 90 OF THE COMPANY'S 2020 ANNUAL REPORT AND ACCOUNTS, BE APPROVED 16 RENEWAL OF DIRECTORS' AUTHORITY TO ALLOT Mgmt For For SHARES 17 ADDITIONAL AUTHORITY TO ALLOT SHARES IN Mgmt For For RESPECT OF CONTINGENT CONVERTIBLE SECURITIES 18 POLITICAL DONATIONS Mgmt For For 19 DISAPPLICATION OF PRE-EMPTION RIGHTS Mgmt For For 20 ADDITIONAL AUTHORITY TO DISAPPLY Mgmt For For PRE-EMPTION RIGHTS FOR PURPOSES OF ACQUISITIONS OR SPECIFIED CAPITAL INVESTMENTS 21 ADDITIONAL AUTHORITY TO DISAPPLY Mgmt For For PRE-EMPTION RIGHTS IN CONNECTION WITH THE ISSUE OF CCS 22 PURCHASE OF OWN SHARES Mgmt For For 23 TO ADOPT NEW ARTICLES OF ASSOCIATION Mgmt For For 24 THAT A GENERAL MEETING OF THE COMPANY OTHER Mgmt For For THAN AN ANNUAL GENERAL MEETING OF THE COMPANY MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS' NOTICE -------------------------------------------------------------------------------------------------------------------------- LINDE PLC Agenda Number: 935214065 -------------------------------------------------------------------------------------------------------------------------- Security: G5494J103 Meeting Type: Annual Meeting Date: 27-Jul-2020 Ticker: LIN ISIN: IE00BZ12WP82 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Prof. Dr. Wolfgang Mgmt For For Reitzle 1B. Election of Director: Stephen F. Angel Mgmt For For 1C. Election of Director: Prof. DDr. Mgmt For For Ann-Kristin Achleitner 1D. Election of Director: Prof. Dr. Clemens Mgmt For For Borsig 1E. Election of Director: Dr. Nance K. Dicciani Mgmt For For 1F. Election of Director: Dr. Thomas Enders Mgmt For For 1G. Election of Director: Franz Fehrenbach Mgmt For For 1H. Election of Director: Edward G. Galante Mgmt For For 1I. Election of Director: Larry D. McVay Mgmt For For 1J. Election of Director: Dr. Victoria Ossadnik Mgmt For For 1K. Election of Director: Prof. Dr. Martin H. Mgmt For For Richenhagen 1L. Election of Director: Robert L. Wood Mgmt For For 2A. To ratify, on an advisory and non-binding Mgmt For For basis, the appointment of PricewaterhouseCoopers ("PWC") as the independent auditor. 2B. To authorize the Board, acting through the Mgmt For For Audit Committee, to determine PWC's remuneration. 3. To determine the price range at which Linde Mgmt For For plc can re-allot shares that it acquires as treasury shares under Irish law. 4. To approve, on an advisory and non-binding Mgmt For For basis, the compensation of Linde plc's Named Executive Officers, as disclosed in the 2020 Proxy Statement. -------------------------------------------------------------------------------------------------------------------------- LLOYDS BANKING GROUP PLC Agenda Number: 713722951 -------------------------------------------------------------------------------------------------------------------------- Security: G5533W248 Meeting Type: AGM Meeting Date: 20-May-2021 Ticker: ISIN: GB0008706128 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE THE COMPANY'S ACCOUNTS AND THE Mgmt For For REPORTS OF THE DIRECTORS AND OF THE AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2020 2 TO ELECT MR R F BUDENBERG AS A DIRECTOR OF Mgmt For For THE COMPANY 3 TO RE-ELECT MR W L D CHALMERS AS A DIRECTOR Mgmt For For OF THE COMPANY 4 TO RE-ELECT MR A P DICKINSON AS A DIRECTOR Mgmt For For OF THE COMPANY 5 TO RE-ELECT MS S C LEGG AS A DIRECTOR OF Mgmt For For THE COMPANY 6 TO RE-ELECT LORD LUPTON AS A DIRECTOR OF Mgmt For For THE COMPANY 7 TO RE-ELECT MS A F MACKENZIE AS A DIRECTOR Mgmt For For OF THE COMPANY 8 TO RE-ELECT MR N E T PRETTEJOHN AS A Mgmt For For DIRECTOR OF THE COMPANY 9 TO RE-ELECT MR S W SINCLAIR AS A DIRECTOR Mgmt For For OF THE COMPANY 10 TO RE-ELECT MS C M WOODS AS A DIRECTOR OF Mgmt For For THE COMPANY 11 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt For For REPORT IN THE FORM SET OUT ON PAGES 115 TO 134 OF THE ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2020 12 TO DECLARE AND PAY A FINAL ORDINARY Mgmt For For DIVIDEND OF 0.57 PENCE PER ORDINARY SHARE IN RESPECT OF THE FINANCIAL YEAR ENDED 31 DECEMBER 2020, PAYABLE ON 25 MAY 2021 TO ORDINARY SHAREHOLDERS WHOSE NAMES APPEAR IN THE REGISTER OF MEMBERS AT THE CLOSE OF BUSINESS ON 16 APRIL 2021 13 TO APPOINT DELOITTE LLP AS AUDITOR OF THE Mgmt For For COMPANY, TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY 14 TO AUTHORISE THE AUDIT COMMITTEE TO SET THE Mgmt For For REMUNERATION OF THE COMPANY'S AUDITOR 15 LLOYDS BANKING GROUP DEFERRED BONUS PLAN Mgmt For For 2021 16 AUTHORITY FOR THE COMPANY AND ITS Mgmt For For SUBSIDIARIES TO MAKE POLITICAL DONATIONS OR INCUR POLITICAL EXPENDITURE 17 DIRECTORS' AUTHORITY TO ALLOT SHARES Mgmt For For 18 DIRECTORS' AUTHORITY TO ALLOT SHARES IN Mgmt For For RELATION TO THE ISSUE OF REGULATORY CAPITAL CONVERTIBLE INSTRUMENTS 19 LIMITED DISAPPLICATION OF PRE-EMPTION Mgmt For For RIGHTS 20 LIMITED DISAPPLICATION OF PRE-EMPTION Mgmt For For RIGHTS IN THE EVENT OF FINANCING AN ACQUISITION TRANSACTION OR OTHER CAPITAL INVESTMENT 21 LIMITED DISAPPLICATION OF PRE-EMPTION Mgmt For For RIGHTS IN RELATION TO THE ISSUE OF REGULATORY CAPITAL CONVERTIBLE INSTRUMENTS 22 AUTHORITY TO PURCHASE ORDINARY SHARES Mgmt For For 23 AUTHORITY TO PURCHASE PREFERENCE SHARES Mgmt For For 24 ADOPTION OF NEW ARTICLES OF ASSOCIATION Mgmt For For 25 NOTICE PERIOD FOR GENERAL MEETINGS Mgmt For For -------------------------------------------------------------------------------------------------------------------------- MGM GROWTH PROPERTIES LLC Agenda Number: 935359504 -------------------------------------------------------------------------------------------------------------------------- Security: 55303A105 Meeting Type: Annual Meeting Date: 05-May-2021 Ticker: MGP ISIN: US55303A1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Kathryn Coleman Mgmt For For 1B. Election of Director: Charles Irving Mgmt For For 1C. Election of Director: Paul Salem Mgmt For For 1D. Election of Director: Thomas Roberts Mgmt For For 1E. Election of Director: Daniel J. Taylor Mgmt For For 1F. Election of Director: Corey Sanders Mgmt For For 1G. Election of Director: John M. McManus Mgmt For For 2. To ratify the selection of Deloitte & Mgmt For For Touche LLP, as the independent registered public accounting firm for the year ending December 31, 2021. 3. To approve, on an advisory basis, the Mgmt For For compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- NATWEST GROUP PLC Agenda Number: 713722759 -------------------------------------------------------------------------------------------------------------------------- Security: G6422B105 Meeting Type: AGM Meeting Date: 28-Apr-2021 Ticker: ISIN: GB00B7T77214 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For REPORTS 2 APPROVE REMUNERATION REPORT Mgmt For For 3 APPROVE FINAL DIVIDEND Mgmt For For 4 RE-ELECT HOWARD DAVIES AS DIRECTOR Mgmt For For 5 RE-ELECT ALISON ROSE-SLADE AS DIRECTOR Mgmt For For 6 RE-ELECT KATIE MURRAY AS DIRECTOR Mgmt For For 7 RE-ELECT FRANK DANGEARD AS DIRECTOR Mgmt For For 8 RE-ELECT PATRICK FLYNN AS DIRECTOR Mgmt For For 9 RE-ELECT MORTEN FRIIS AS DIRECTOR Mgmt For For 10 RE-ELECT ROBERT GILLESPIE AS DIRECTOR Mgmt For For 11 RE-ELECT YASMIN JETHA AS DIRECTOR Mgmt For For 12 RE-ELECT MIKE ROGERS AS DIRECTOR Mgmt For For 13 RE-ELECT MARK SELIGMAN AS DIRECTOR Mgmt For For 14 RE-ELECT LENA WILSON AS DIRECTOR Mgmt For For 15 REAPPOINT ERNST & YOUNG LLP AS AUDITORS Mgmt For For 16 AUTHORISE THE GROUP AUDIT COMMITTEE TO FIX Mgmt For For REMUNERATION OF AUDITORS 17 AUTHORISE ISSUE OF EQUITY Mgmt For For 18 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For PRE-EMPTIVE RIGHTS 19 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For PRE-EMPTIVE RIGHTS IN CONNECTION WITH AN ACQUISITION OR OTHER CAPITAL INVESTMENT 20 AUTHORISE ISSUE OF EQUITY IN CONNECTION Mgmt For For WITH EQUITY CONVERTIBLE NOTES 21 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For PRE-EMPTIVE RIGHTS IN CONNECTION WITH EQUITY CONVERTIBLE NOTES 22 AUTHORISE THE COMPANY TO CALL GENERAL Mgmt For For MEETING WITH TWO WEEKS' NOTICE 23 AUTHORISE EU POLITICAL DONATIONS AND Mgmt For For EXPENDITURE 24 AUTHORISE MARKET PURCHASE OF ORDINARY Mgmt For For SHARES 25 AUTHORISE OFF-MARKET PURCHASE OF ORDINARY Mgmt For For SHARES 26 AUTHORISE OFF-MARKET PURCHASE OF PREFERENCE Mgmt For For SHARES 27 ADOPT NEW ARTICLES OF ASSOCIATION Mgmt For For 28 AUTHORISE BOARD TO OFFER SCRIP DIVIDEND Mgmt For For CMMT 08 APR 2021: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO REMOVAL OF RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- ORANGE SA Agenda Number: 713953455 -------------------------------------------------------------------------------------------------------------------------- Security: F6866T100 Meeting Type: MIX Meeting Date: 18-May-2021 Ticker: ISIN: FR0000133308 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 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 FOLLOWING CHANGES IN THE FORMAT OF PROXY Non-Voting CARDS FOR FRENCH MEETINGS, ABSTAIN IS NOW A VALID VOTING OPTION. FOR ANY ADDITIONAL ITEMS RAISED AT THE MEETING THE VOTING OPTION WILL DEFAULT TO 'AGAINST', OR FOR POSITIONS WHERE THE PROXY CARD IS NOT COMPLETED BY BROADRIDGE, TO THE PREFERENCE OF YOUR CUSTODIAN CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting REQUIRED TO VOTE AT THIS MEETING. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED RISK OF BEING REJECTED. THANK YOU CMMT PLEASE NOTE THAT DUE TO THE CURRENT COVID19 Non-Voting CRISIS AND IN ACCORDANCE WITH THE PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT UNDER LAW NO. 2020-1379 OF NOVEMBER 14, 2020, EXTENDED AND MODIFIED BY LAW NO 2020-1614 OF DECEMBER 18, 2020 THE GENERAL MEETING WILL TAKE PLACE BEHIND CLOSED DOORS WITHOUT THE PHYSICAL PRESENCE OF THE SHAREHOLDERS. TO COMPLY WITH THESE LAWS, PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND THE MEETING IN PERSON. SHOULD THIS SITUATION CHANGE, THE COMPANY ENCOURAGES ALL SHAREHOLDERS TO REGULARLY CONSULT THE COMPANY WEBSITE CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 524608 DUE TO RECEIVED ADDITIONAL RESOLUTION A. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU 1 THE SHAREHOLDERS' MEETING, AFTER HAVING Mgmt Split 67% For 33% Take No ActionSplit REVIEWED THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS, APPROVES THE COMPANY'S FINANCIAL STATEMENTS FOR THE FISCAL YEAR THAT ENDED IN 2020, AS PRESENTED, SHOWING EARNINGS AMOUNTING TO EUR 2,387,482,026.44. APPROVAL OF THE COMPANY'S FINANCIAL STATEMENTS 2 THE SHAREHOLDERS' MEETING, AFTER HAVING Mgmt Split 67% For 33% Take No ActionSplit REVIEWED THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS, APPROVES THE CONSOLIDATED FINANCIAL STATEMENTS FOR SAID FISCAL YEAR AS PRESENTED TO THE MEETING. CONSOLIDATED FINANCIAL STATEMENTS 3 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Split 67% For 33% Take No ActionSplit RECOMMENDATIONS OF THE BOARD OF DIRECTORS TO ALLOCATE THE EARNINGS AS FOLLOWS: ORIGIN: EARNINGS FOR THE FINANCIAL YEAR: EUR 2,387,482,026.44 RETAINED EARNINGS: EUR 9,107,533,866.28 DISTRIBUTABLE INCOME: EUR 11,495,015,892.72 ALLOCATION: DIVIDENDS: EUR 0.90 PER SHARES (INCLUDING EUR 0.20 PAID ON AN ON-OFF BASIS) RETAINED EARNINGS: THE BALANCE THE SHAREHOLDERS WILL BE GRANTED A NET DIVIDEND OF EUR 0.90 PER SHARE INCLUDING THE DEPOSIT DIVIDEND OF EUR 0.40 PAID ON DECEMBER 9TH 2020, WHICH WILL BE ELIGIBLE FOR THE 40 PER CENT DEDUCTION PROVIDED BY THE FRENCH GENERAL TAX CODE. THIS DIVIDEND BALANCE OF EUR 0.50 WILL BE PAID ON JUNE 17TH 2021. IT IS REMINDED THAT, FOR THE LAST THREE FINANCIAL YEARS, THE DIVIDENDS WERE PAID FOLLOWS: EUR 0.65 PER SHARE FOR FISCAL YEAR 2017 EUR 0.70 PER SHARE FOR FISCAL YEAR 2018 EUR 0.50 PER SHARE FOR FISCAL YEAR 2019 THE SHAREHOLDERS' MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS. RESULTS APPROPRIATION 4 THE SHAREHOLDERS' MEETING, AFTER REVIEWING Mgmt Split 67% For 33% Take No ActionSplit THE SPECIAL REPORT OF THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L. 225-38 ET SEQ. OF THE FRENCH COMMERCIAL CODE, AND NOTES THAT NO SUCH AGREEMENT WAS ENTERED INTO DURING SAID FISCAL YEAR. SPECIAL REPORT 5 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt Split 67% For 33% Take No ActionSplit APPOINTMENT OF THE COMPANY BPIFRANCE PARTICIPATIONS AS DIRECTOR FOR A 4-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED TO RULE ON THE FINANCIAL STATEMENTS FOR THE 2024 FISCAL YEAR. RENEWAL OF A TERM OF OFFICE 6 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt Split 67% For 33% Take No ActionSplit APPOINTMENT OF THE COMPANY KPMG S.A. AS STATUTORY AUDITOR FOR A 6-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED TO RULE ON THE FINANCIAL STATEMENTS FOR THE 2026 FISCAL YEAR. RENEWAL OF A TERM OF OFFICE 7 THE SHAREHOLDERS' MEETING RENEWS THE Mgmt Split 67% For 33% Take No ActionSplit APPOINTMENT OF THE COMPANY SALUSTRO REYDEL AS ALTERNATE AUDITOR FOR A 6-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED TO RULE ON THE FINANCIAL STATEMENTS FOR THE 2026 FISCAL YEAR. RENEWAL OF A TERM OF OFFICE 8 THE SHAREHOLDERS' MEETING APPOINTS AS Mgmt Split 67% For 33% Take No ActionSplit STATUTORY AUDITOR, THE COMPANY DELOITTE FOR A 6-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED TO RULE ON THE FINANCIAL STATEMENTS FOR THE 2026 FISCAL YEAR, TO REPLACE THE COMPANY ERNST AND YOUNG AUDIT AFTER THE END OF ITS TERM. APPOINTMENT 9 THE SHAREHOLDERS' MEETING APPOINTS AS Mgmt Split 67% For 33% Take No ActionSplit ALTERNATE AUDITOR, THE COMPANY BEAS FOR A 6-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED TO RULE ON THE FINANCIAL STATEMENTS FOR THE 2026 FISCAL YEAR, TO REPLACE THE COMPANY AUDITEX AFTER THE END OF ITS TERM. APPOINTMENT 10 THE SHAREHOLDERS' MEETING RESOLVES TO Mgmt Split 67% For 33% Take No ActionSplit TRANSFER THE HEAD OFFICE OF THE COMPANY TO 111 QUAI DU PRESIDENT ROOSEVELT, 92130 ISSY-LES-MOULINEAUX, FRANCE, AS DECIDED DURING THE SHAREHOLDERS' MEETING ON FEBRUARY 17TH 2021. NEW REGISTERED OFFICE 11 THE SHAREHOLDERS' MEETING, AFTER REVIEWING Mgmt Split 67% For 33% Take No ActionSplit THE SPECIAL REPORT OF THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L. 22-10-34 I. OF THE FRENCH COMMERCIAL CODE, APPROVES SECTIONS 5.4.1.2, 5.4.2.1 AND 5.4.2.3 OF THE UNIVERSAL REGISTRATION DOCUMENT OF THE COMPANY FOR THE 2020 FISCAL YEAR. SPECIAL REPORT 12 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Split 67% For 33% Take No ActionSplit COMPENSATION AS WELL AS THE BENEFITS OR PERKS OF ANY KIND PAID AND AWARDED TO MR STEPHANE RICHARD AS CEO FOR THE 2020 FINANCIAL YEAR. COMPENSATION 13 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Split 67% For 33% Take No ActionSplit COMPENSATION AS WELL AS THE BENEFITS OR PERKS OF ANY KIND PAID AND AWARDED TO MR RAMON FERNANDEZ AS DEPUTY MANAGING DIRECTOR FOR THE 2020 FINANCIAL YEAR. COMPENSATION 14 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Split 67% For 33% Take No ActionSplit COMPENSATION AS WELL AS THE BENEFITS OR PERKS OF ANY KIND PAID AND AWARDED TO MR GERVAIS PELLISSIER AS DEPUTY MANAGING DIRECTOR FOR THE 2020 FINANCIAL YEAR. COMPENSATION 15 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Split 67% For 33% Take No ActionSplit COMPENSATION POLICY APPLICABLE TO THE CHIEF EXECUTIVE OFFICER, FOR THE 2020 FISCAL YEAR. APPROVAL OF THE COMPENSATION POLICY 16 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Split 67% For 33% Take No ActionSplit COMPENSATION POLICY APPLICABLE TO THE DEPUTY MANAGING DIRECTORS, FOR THE 2020 FISCAL YEAR. APPROVAL OF THE COMPENSATION POLICY 17 THE SHAREHOLDERS' MEETING APPROVES THE Mgmt Split 67% For 33% Take No ActionSplit COMPENSATION POLICY APPLICABLE TO THE NON-MANAGERS DIRECTORS, FOR THE 2020 FISCAL YEAR. APPROVAL OF THE COMPENSATION POLICY 18 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt Split 67% For 33% Take No ActionSplit BOARD OF DIRECTORS TO BUY BACK THE COMPANY'S SHARES ON THE OPEN MARKET, SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE PRICE: EUR 24.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 10 PERCENT OF THE SHARES COMPOSING THE SHARE CAPITAL, MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS: EUR 6,384,135,837.60. THIS AUTHORIZATION IS GIVEN FOR AN 18-MONTH PERIOD. THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING ON MAY 19TH 2020 IN RESOLUTION NR 16. THE SHAREHOLDERS' MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES. AUTHORIZATION TO BUY BACK SHARES 19 THE SHAREHOLDERS' MEETING DELEGATES ALL Mgmt Split 67% For 33% Take No ActionSplit POWERS TO THE BOARD OF DIRECTORS TO INCREASE UP TO EUR 2,000,000,000.00, BY ISSUANCE, WITH THE SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED, OF: -SHARES; -EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY SECURITIES OR GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES OF THE COMPANY -SECURITIES GIVING ACCESS TO EQUITY SECURITIES TO BE ISSUED OR TO BE ISSUED BY A SUBSIDIARY -EQUITIES GIVING ACCESS TO EXISTING EQUITY SECURITIES OR GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES OF A COMPANY OF WHICH THE COMPANY HOLDS RIGHTS IN THE SHARE CAPITAL HOWEVER, IT CANNOT BE USED IN THE CONTEXT OF A PUBLIC OFFER, UNLESS AUTHORIZED IN APPLICATION OF RESOLUTION 20 SUBMITTED TO THIS MEETING. THE PRESENT DELEGATION IS GIVEN FOR A 26-MONTH PERIOD. THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING ON MAY 21TH 2019 IN RESOLUTION NR 16. CAPITAL INCREASE THROUGH ISSUANCE, WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF SHARES AND/OR SECURITIES 20 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt Split 67% For 33% Take No ActionSplit BOARD OF DIRECTORS TO USE THE DELEGATION OF AUTHORITY UNDER RESOLUTION 19 (SUBJECT TO ITS APPROVAL BY THIS MEETING) AT ANY TIME, INCLUDING, IN THE EVENT OF FILING BY A THIRD PARTY OF A PROPOSED PUBLIC OFFER FOR THE COMPANY'S SECURITIES. AUTHORIZATION TO USE THE DELEGATION DURING A PUBLIC OFFER PERIOD 21 THE SHAREHOLDERS' MEETING DELEGATES ALL Mgmt Split 67% For 33% Take No ActionSplit POWERS TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL UP TO EUR 1,000,000,000.00, BY WAY OF A PUBLIC OFFERING, WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS, OF: - SHARES; - EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY SECURITIES OR GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES OF THE COMPANY - SECURITIES GIVING ACCESS TO EQUITY SECURITIES TO BE ISSUED OR TO BE ISSUED BY A SUBSIDIARY - EQUITIES GIVING ACCESS TO EXISTING EQUITY SECURITIES OR GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES OF A COMPANY OF WHICH THE COMPANY HOLDS RIGHTS IN THE SHARE CAPITAL HOWEVER, IT CANNOT BE USED IN THE CONTEXT OF A PUBLIC OFFER, UNLESS AUTHORIZED IN APPLICATION OF RESOLUTION 22 SUBMITTED TO THIS MEETING. THE PRESENT DELEGATION IS GIVEN FOR A 26-MONTH PERIOD. THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING ON MAY 21TH 2019 IN RESOLUTION NR 18. CAPITAL INCREASE BY ISSUING SHARES WITHOUT PREFERRED SUBSCRIPTION RIGHT BY OFFERS 22 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt Split 67% For 33% Take No ActionSplit BOARD OF DIRECTORS TO USE THE DELEGATION OF AUTHORITY UNDER RESOLUTION 21 (SUBJECT TO ITS APPROVAL BY THIS MEETING) AT ANY TIME, INCLUDING, IN THE EVENT OF FILING BY A THIRD PARTY OF A PROPOSED PUBLIC OFFER FOR THE COMPANY'S SECURITIES. AUTHORIZATION TO USE THE DELEGATION DURING A PUBLIC OFFER PERIOD 23 THE SHAREHOLDERS' MEETING DELEGATES ALL Mgmt Split 67% For 33% Take No ActionSplit POWERS TO THE BOARD OF DIRECTORS, FOR A 26-MONTH PERIOD, TO INCREASE THE SHARE CAPITAL UP TO EUR 1,000,000,000.00 (OR 20 PERCENT OF THE SHARE CAPITAL) COUNTING AGAINST RESOLUTION 21, BY WAY OF A PRIVATE OFFERING, WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS, OF: - SHARES; - EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY SECURITIES OR GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES OF THE COMPANY - SECURITIES GIVING ACCESS TO EQUITY SECURITIES TO BE ISSUED OR TO BE ISSUED BY A SUBSIDIARY - EQUITIES GIVING ACCESS TO EXISTING EQUITY SECURITIES OR GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES OF A COMPANY OF WHICH THE COMPANY HOLDS RIGHTS IN THE SHARE CAPITAL HOWEVER, IT CANNOT BE USED IN THE CONTEXT OF A PUBLIC OFFER, UNLESS AUTHORIZED IN APPLICATION OF RESOLUTION 24 SUBMITTED TO THIS MEETING. THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING ON MAY 21TH 2019 IN RESOLUTION NR 20. CAPITAL INCREASE BY ISSUING SHARES WITHOUT PREFERRED SUBSCRIPTION RIGHT BY OFFERS 24 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt Split 67% For 33% Take No ActionSplit BOARD OF DIRECTORS TO USE THE DELEGATION OF AUTHORITY UNDER RESOLUTION 23 (SUBJECT TO ITS APPROVAL BY THIS MEETING) AT ANY TIME, INCLUDING, IN THE EVENT OF FILING BY A THIRD PARTY OF A PROPOSED PUBLIC OFFER FOR THE COMPANY'S SECURITIES. AUTHORIZATION TO USE THE DELEGATION DURING A PUBLIC OFFER PERIOD 25 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt Split 67% For 33% Take No ActionSplit BOARD OF DIRECTORS TO INCREASE THE NUMBER OF SECURITIES IN THE EVENT THOSE GRANTED UNDER RESOLUTIONS 19 TO 24 HEREIN EXCEED THE INITIAL NUMBER OF SECURITIES TO BE ISSUED (OVERSUBSCRIPTION), UP TO 15 PERCENT. THIS DELEGATION IS GIVEN FOR A 26-MONTH PERIOD. AUTHORIZATION TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED (OVERSUBSCRIPTION) 26 THE SHAREHOLDERS' MEETING GIVES ALL POWERS Mgmt Split 67% For 33% Take No ActionSplit TO THE BOARD OF DIRECTORS TO ISSUE SHARES, EQUITY SECURITIES GIVING ACCESS TO EXISTING SHARES OR GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES AND SECURITIES GIVING RIGHTS TO SHARES TO BE ISSUED, IN CONSIDERATION FOR SECURITIES TENDERED AS A PART OF A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY CONCERNING THE SHARES OF ANOTHER COMPANY. THE AMOUNT OF SHARES TO BE ISSUED SHALL NOT EXCEED EUR 1,000,000,000.00 AND COUNT AGAINST RESOLUTION 21 OF THIS MEETING. HOWEVER, IT CANNOT BE USED IN THE CONTEXT OF A PUBLIC OFFER, UNLESS AUTHORIZED IN APPLICATION OF RESOLUTION 27 SUBMITTED TO THIS MEETING. THIS AUTHORIZATION IS GRANTED FOR A 26-MONTH PERIOD. THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING ON MAY 21TH 2019 IN RESOLUTION NR 23. THE SHAREHOLDERS' MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES. ISSUE OF EQUITY SECURITIES AND SECURITIES IN THE EVENT OF A PUBLIC EXCHANGE OFFER 27 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt Split 67% For 33% Take No ActionSplit BOARD OF DIRECTORS TO USE THE DELEGATION OF AUTHORITY UNDER RESOLUTION 26 (SUBJECT TO ITS APPROVAL BY THIS MEETING)AT ANY TIME, INCLUDING, IN THE EVENT OF FILING BY A THIRD PARTY OF A PROPOSED PUBLIC OFFER FOR THE COMPANY'S SECURITIES. AUTHORIZATION TO USE THE DELEGATION DURING A PUBLIC OFFER PERIOD 28 THE SHAREHOLDERS' MEETING DELEGATES ALL Mgmt Split 67% For 33% Take No ActionSplit POWERS TO THE BOARD OF DIRECTORS, FOR A 26-MONTH PERIOD, TO INCREASE THE SHARE CAPITAL, UP TO EUR 1,000,000,000.00 (OR 10 PERCENT OF THE SHARE CAPITAL), BY ISSUING SHARES, EQUITY SECURITIES GIVING ACCESS TO EXISTING SHARES OR GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES AND SECURITIES GIVING ACCESS TO SHARES TO BE ISSUED, IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND COMPOSED OF CAPITAL SECURITIES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL. THIS AMOUNT SHALL COUNT AGAINST RESOLUTION NUMBER 21. HOWEVER, IT CANNOT BE USED IN THE CONTEXT OF A PUBLIC OFFER, UNLESS AUTHORIZED IN APPLICATION OF RESOLUTION 29 SUBMITTED TO THIS MEETING. THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING ON MAY 21TH 2019 IN RESOLUTION NR 25. THE SHAREHOLDERS' MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES. SHARE CAPITAL INCREASE IN CONSIDERATION FOR CONTRIBUTIONS IN KIND 29 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt Split 67% For 33% Take No ActionSplit BOARD OF DIRECTORS TO USE THE DELEGATION OF AUTHORITY UNDER RESOLUTION 28 (SUBJECT TO ITS APPROVAL BY THIS MEETING) AT ANY TIME, INCLUDING, IN THE EVENT OF FILING BY A THIRD PARTY OF A PROPOSED PUBLIC OFFER FOR THE COMPANY'S SECURITIES. AUTHORIZATION TO USE THE DELEGATION DURING A PUBLIC OFFER PERIOD 30 THE SHAREHOLDERS' MEETING SETS THE MAXIMUM Mgmt Split 67% For 33% Take No ActionSplit OVERALL VALUE OF THE CAPITAL INCREASE CARRIED OUT BY VIRTUE OF DELEGATIONS AND AUTHORIZATIONS GRANTED TO THE BOARD OF DIRECTORS BY RESOLUTIONS 19 TO 29 TO EUR 3,000,000,000.00. DETERMINATION OF OVERALL VALUE OF THE CAPITAL INCREASE 31 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt Split 67% For 33% Take No ActionSplit BOARD OF DIRECTORS TO ALLOCATE, FREE OF CHARGE, EXISTING OR TO BE ISSUED COMPANY SHARES, IN FAVOR OF MANAGING CORPORATE OFFICERS AND SOME EMPLOYEES OF THE COMPANY OR A RELATED COMPANY, WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS, THIS DELEGATION IS GIVEN FOR A 12-MONTH PERIOD AND FOR A NOMINAL AMOUNT THAT SHALL NOT EXCEED 0.07 PERCENT OF THE SHARE CAPITAL, NOTED THAT THE SHARES GIVEN TO THE MANAGING CORPORATE OFFICERS CANNOT EXCEED 100,000 SHARES THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING ON MAY 19TH 2020 IN RESOLUTION NR 19. THE SHAREHOLDERS' MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES. SHARE CAPITAL INCREASE RESERVED FOR EMPLOYEES 32 THE SHAREHOLDERS' MEETING AUTHORIZES THE Mgmt Split 67% For 33% Take No ActionSplit BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL, IN FAVOR OF EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN, WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS, BY ISSUANCE OF SHARES, EQUITY SECURITIES GIVING ACCESS TO EXISTING SHARES OR GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES AND SECURITIES GIVING ACCESS TO SHARES TO BE ISSUED. THIS DELEGATION IS GIVEN FOR AN 18-MONTH PERIOD AND FOR A NOMINAL AMOUNT THAT SHALL NOT EXCEED EUR 200,000,000.00. THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING ON MAY 19TH 2020 IN RESOLUTION NR 20. THE SHAREHOLDERS' MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES. SHARE CAPITAL INCREASE RESERVED FOR EMPLOYEES 33 THE SHAREHOLDERS' MEETING DELEGATES TO THE Mgmt Split 67% For 33% Take No ActionSplit BOARD OF DIRECTORS ALL POWERS IN ORDER TO INCREASE THE SHARE CAPITAL, UP TO EUR 2,000,000,000.00, BY ISSUING BONUS SHARES OR RAISING THE PAR VALUE OF EXISTING SHARES, OR BY A COMBINATION OF BOTH METHODS, BY WAY OF CAPITALIZING RESERVES, PROFITS, PREMIUMS OR OTHER MEANS, PROVIDED THAT SUCH CAPITALIZATION IS ALLOWED BY LAW AND UNDER THE BYLAWS. THIS AUTHORIZATION IS GRANTED FOR A 26-MONTH PERIOD. THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING ON MAY 21TH 2019 IN RESOLUTION NR 30. SHARE CAPITAL INCREASE BY CAPITALIZING RESERVES, PROFITS OR PREMIUMS 34 THE SHAREHOLDERS' MEETING GRANTS ALL POWERS Mgmt Split 67% For 33% Take No ActionSplit TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELLING ALL OR PART OF THE SHARES HELD BY THE COMPANY IN CONNECTION WITH THE STOCK REPURCHASE PLAN UNDER RESOLUTION 18, UP TO 10 PERCENT OF THE SHARE CAPITAL OVER A 24-MONTH PERIOD. THE SHAREHOLDERS' MEETING DECIDES TO CHARGE THE EXCESS OF THE PURCHASE PRICE OVER THE SHARE'S NOMINAL VALUE ON THE ISSUANCE PREMIUM ACCOUNT, OR ANY OTHER AVAILABLE RESERVE ACCOUNT, WITHIN THE LIMIT OF 10 PERCENT OF THE CAPITAL REDUCTION. THIS AUTHORIZATION IS GIVEN FOR AN 18-MONTH PERIOD. THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING ON MAY 19TH 2020 IN RESOLUTION NR 21. AUTHORIZATION TO REDUCE THE CAPITAL THROUGH THE CANCELLATION OF SHARES 35 THE SHAREHOLDERS' MEETING GRANTS FULL Mgmt Split 67% For 33% Take No ActionSplit POWERS TO THE BEARER OF AN ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER FORMALITIES PRESCRIBED BY LAW. POWERS TO ACCOMPLISH FORMALITIES A PLEASE NOTE THAT THIS RESOLUTION IS A Shr Split 67% Against 33% Take No ActionSplit SHAREHOLDER PROPOSAL: THE SHAREHOLDERS' MEETING, SUBJECT TO THE ADOPTION OF RESOLUTION 31, AUTHORIZES THE BOARD OF DIRECTORS TO GRANT, FOR FREE EXISTING OR FUTURE SHARES, IN FAVOR OF THE EMPLOYEES OR THE CORPORATE OFFICERS OF THE COMPANY AND RELATED COMPANIES, FOR AN AMOUNT REPRESENTING 0.4 PERCENT OF THE SHARE CAPITAL. THE PRESENT DELEGATION IS GIVEN FOR A 12-MONTH PERIOD. THE SHAREHOLDERS' MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES. AMENDMENT TO THE RESOLUTION 31 - SHARE CAPITAL INCREASE RESERVED FOR EMPLOYEES B PLEASE NOTE THAT THIS RESOLUTION IS A Shr Split 67% Against 33% Take No ActionSplit SHAREHOLDER PROPOSAL: THE SHAREHOLDERS' MEETING DECIDES TO AMEND ARTICLE 13 OF THE BYLAWS, IN ORDER TO SET A MAXIMUM NUMBER OF TERMS OF OFFICE THAT THE DIRECTORS OF THE COMPANY CAN ACCEPT TO EXERCISE THE FUNCTIONS OF DIRECTOR OF THE COMPANY. AMENDMENT TO ARTICLES OF THE BYLAWS CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK:https://www.journal-officiel.gouv.fr/b alo/document/202104192101016-47 CMMT PLEASE NOTE THAT SHAREHOLDER DETAILS ARE Non-Voting REQUIRED TO VOTE AT THIS MEETING. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED RISK OF BEING REJECTED. THANK YOU AND PLEASE NOTE THAT IF YOU HOLD CREST DEPOSITORY INTERESTS (CDIs) AND PARTICIPATE AT THIS MEETING, YOU (OR YOUR CREST SPONSORED MEMBER/CUSTODIAN) WILL BE REQUIRED TO INSTRUCT A TRANSFER OF THE RELEVANT CDIs TO THE ESCROW ACCOUNT SPECIFIED IN THE ASSOCIATED CORPORATE EVENT IN THE CREST SYSTEM. THIS TRANSFER WILL NEED TO BE COMPLETED BY THE SPECIFIED CREST SYSTEM DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE CDIs WILL BE BLOCKED IN THE CREST SYSTEM. THE CDIs WILL BE RELEASED FROM ESCROW AS SOON AS PRACTICABLE ON THE BUSINESS DAY PRIOR TO MEETING DATE UNLESS OTHERWISE SPECIFIED. IN ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED POSITION MUST BE BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN THE CREST SYSTEM. BY VOTING ON THIS MEETING, YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY USE YOUR VOTE INSTRUCTION AS THE AUTHORIZATION TO TAKE THE NECESSARY ACTION WHICH WILL INCLUDE TRANSFERRING YOUR INSTRUCTED POSITION TO ESCROW. PLEASE CONTACT YOUR CREST SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR FURTHER INFORMATION ON THE CUSTODY PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE INSTRUCTIONS FROM YOU AND INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT IF YOU ARE CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE -------------------------------------------------------------------------------------------------------------------------- PAYCOM SOFTWARE, INC. Agenda Number: 935382692 -------------------------------------------------------------------------------------------------------------------------- Security: 70432V102 Meeting Type: Annual Meeting Date: 03-May-2021 Ticker: PAYC ISIN: US70432V1026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Robert J. Levenson Mgmt For For Frederick C. Peters II Mgmt For For 2. To ratify the appointment of Grant Thornton Mgmt For For LLP as our independent registered public accounting firm for the year ending December 31, 2021. 3. Advisory vote to approve the compensation Mgmt For For of our named executive officers. 4. Stockholder proposal requesting that the Shr For Board of Directors prepare a diversity report. -------------------------------------------------------------------------------------------------------------------------- PS BUSINESS PARKS, INC. Agenda Number: 935392299 -------------------------------------------------------------------------------------------------------------------------- Security: 69360J578 Meeting Type: Annual Meeting Date: 04-May-2021 Ticker: PSBPRY ISIN: US69360J5781 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 3. Approval of the reincorporation of the Mgmt For For Company from the State of California to the State of Maryland. -------------------------------------------------------------------------------------------------------------------------- QURATE RETAIL, INC. Agenda Number: 935395245 -------------------------------------------------------------------------------------------------------------------------- Security: 74915M308 Meeting Type: Annual Meeting Date: 25-May-2021 Ticker: QRTEP ISIN: US74915M3088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Richard N. Barton Mgmt For For Michael A. George Mgmt For For Gregory B. Maffei Mgmt Withheld Against 2. The auditors ratification proposal, to Mgmt For For ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2021. -------------------------------------------------------------------------------------------------------------------------- RAYTHEON TECHNOLOGIES Agenda Number: 935347218 -------------------------------------------------------------------------------------------------------------------------- Security: 75513E101 Meeting Type: Annual Meeting Date: 26-Apr-2021 Ticker: RTX ISIN: US75513E1010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Tracy A. Atkinson Mgmt For For 1B. Election of Director: Gregory J. Hayes Mgmt For For 1C. Election of Director: Thomas A. Kennedy Mgmt For For 1D. Election of Director: Marshall O. Larsen Mgmt For For 1E. Election of Director: George R. Oliver Mgmt For For 1F. Election of Director: Robert K. (Kelly) Mgmt For For Ortberg 1G. Election of Director: Margaret L. Mgmt For For O'Sullivan 1H. Election of Director: Dinesh C. Paliwal Mgmt For For 1I. Election of Director: Ellen M. Pawlikowski Mgmt For For 1J. Election of Director: Denise L. Ramos Mgmt For For 1K. Election of Director: Fredric G. Reynolds Mgmt For For 1L. Election of Director: Brian C. Rogers Mgmt For For 1M. Election of Director: James A. Winnefeld, Mgmt For For Jr. 1N. Election of Director: Robert O. Work Mgmt For For 2. Advisory Vote to Approve Executive Mgmt For For Compensation. 3. Appoint PricewaterhouseCoopers LLP to Serve Mgmt For For as Independent Auditor for 2021. 4. Approve Raytheon Technologies Corporation Mgmt For For Executive Annual Incentive Plan. 5. Approve Amendment to the Raytheon Mgmt For For Technologies Corporation 2018 Long-Term Incentive Plan. 6. Shareowner Proposal to Amend Proxy Access Shr Against For Bylaw. -------------------------------------------------------------------------------------------------------------------------- REPUBLIC SERVICES, INC. Agenda Number: 935380775 -------------------------------------------------------------------------------------------------------------------------- Security: 760759100 Meeting Type: Annual Meeting Date: 21-May-2021 Ticker: RSG ISIN: US7607591002 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Manuel Kadre Mgmt For For 1B. Election of Director: Tomago Collins Mgmt For For 1C. Election of Director: Michael A. Duffy Mgmt For For 1D. Election of Director: Thomas W. Handley Mgmt For For 1E. Election of Director: Jennifer M. Kirk Mgmt For For 1F. Election of Director: Michael Larson Mgmt For For 1G. Election of Director: Kim S. Pegula Mgmt For For 1H. Election of Director: James P. Snee Mgmt For For 1I. Election of Director: Brian S. Tyler Mgmt For For 1J. Election of Director: Sandra M. Volpe Mgmt For For 1K. Election of Director: Katharine B. Weymouth Mgmt For For 2. Advisory vote to approve our named Mgmt For For executive officer compensation. 3. Ratification of the appointment of Ernst & Mgmt For For Young LLP as our independent registered public accounting firm for 2021. 4. Shareholder Proposal to incorporate ESG Shr Against For metrics into executive compensation. -------------------------------------------------------------------------------------------------------------------------- SALESFORCE.COM, INC. Agenda Number: 935416811 -------------------------------------------------------------------------------------------------------------------------- Security: 79466L302 Meeting Type: Annual Meeting Date: 10-Jun-2021 Ticker: CRM ISIN: US79466L3024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Marc Benioff Mgmt For For 1B. Election of Director: Craig Conway Mgmt For For 1C. Election of Director: Parker Harris Mgmt For For 1D. Election of Director: Alan Hassenfeld Mgmt For For 1E. Election of Director: Neelie Kroes Mgmt For For 1F. Election of Director: Colin Powell Mgmt For For 1G. Election of Director: Sanford Robertson Mgmt For For 1H. Election of Director: John V. Roos Mgmt For For 1I. Election of Director: Robin Washington Mgmt For For 1J. Election of Director: Maynard Webb Mgmt For For 1K. Election of Director: Susan Wojcicki Mgmt For For 2. Amendment and restatement of our 2013 Mgmt For For Equity Incentive Plan to increase the number of shares reserved for issuance. 3. Ratification of the appointment of Ernst & Mgmt For For Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2022. 4. An advisory vote to approve the fiscal 2021 Mgmt For For compensation of our named executive officers. 5. A stockholder proposal requesting that the Shr Against For Board of Directors take steps necessary to transition Salesforce to a Public Benefit Corporation, if properly presented at the meeting. -------------------------------------------------------------------------------------------------------------------------- SIGNATURE BANK Agenda Number: 935441410 -------------------------------------------------------------------------------------------------------------------------- Security: 82669G203 Meeting Type: Special Meeting Date: 29-Jun-2021 Ticker: SBNYP ISIN: US82669G2030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve the Bank's share repurchase Mgmt For For plan, which allows the Bank to repurchase from the Bank's stockholders from time to time in open market transactions, shares of the Bank's common stock in an aggregate purchase amount of up to $500 million under the Stock Repurchase Program. 2. To approve an amendment to the Amended and Mgmt For For Restated 2004 Long- Term Incentive Plan (the "2004 Equity Plan") to increase the number of shares for issuance under the 2004 Equity Plan by 1,225,000 shares. -------------------------------------------------------------------------------------------------------------------------- SOUTHWEST AIRLINES CO. Agenda Number: 935392744 -------------------------------------------------------------------------------------------------------------------------- Security: 844741108 Meeting Type: Annual Meeting Date: 19-May-2021 Ticker: LUV ISIN: US8447411088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: David W. Biegler Mgmt For For 1B. Election of Director: J. Veronica Biggins Mgmt For For 1C. Election of Director: Douglas H. Brooks Mgmt For For 1D. Election of Director: William H. Cunningham Mgmt For For 1E. Election of Director: John G. Denison Mgmt For For 1F. Election of Director: Thomas W. Gilligan Mgmt For For 1G. Election of Director: Gary C. Kelly Mgmt For For 1H. Election of Director: Grace D. Lieblein Mgmt For For 1I. Election of Director: Nancy B. Loeffler Mgmt For For 1J. Election of Director: John T. Montford Mgmt For For 1K. Election of Director: Ron Ricks Mgmt For For 2. Advisory vote to approve the compensation Mgmt For For of the Company's named executive officers. 3. Ratification of the selection of Ernst & Mgmt For For Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2021. 4. Advisory vote on shareholder proposal to Shr Against For permit shareholder action by written consent. 5. Advisory vote on shareholder proposal to Shr Against For permit shareholder removal of directors without cause. -------------------------------------------------------------------------------------------------------------------------- SYSCO CORPORATION Agenda Number: 935276457 -------------------------------------------------------------------------------------------------------------------------- Security: 871829107 Meeting Type: Annual Meeting Date: 20-Nov-2020 Ticker: SYY ISIN: US8718291078 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Daniel J. Brutto Mgmt For For 1B. Election of Director: John M. Cassaday Mgmt For For 1C. Election of Director: Joshua D. Frank Mgmt For For 1D. Election of Director: Larry C. Glasscock Mgmt For For 1E. Election of Director: Bradley M. Halverson Mgmt For For 1F. Election of Director: John M. Hinshaw Mgmt For For 1G. Election of Director: Kevin P. Hourican Mgmt For For 1H. Election of Director: Hans-Joachim Koerber Mgmt For For 1I. Election of Director: Stephanie A. Mgmt For For Lundquist 1J. Election of Director: Nelson Peltz Mgmt For For 1K. Election of Director: Edward D. Shirley Mgmt For For 1L. Election of Director: Sheila G. Talton Mgmt For For 2. To approve, by advisory vote, the Mgmt For For compensation paid to Sysco's named executive officers, as disclosed in Sysco's 2020 proxy statement. 3. To ratify the appointment of Ernst & Young Mgmt For For LLP as Sysco's independent registered public accounting firm for fiscal 2021. -------------------------------------------------------------------------------------------------------------------------- THE COCA-COLA COMPANY Agenda Number: 935342547 -------------------------------------------------------------------------------------------------------------------------- Security: 191216100 Meeting Type: Annual Meeting Date: 20-Apr-2021 Ticker: KO ISIN: US1912161007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Herbert A. Allen Mgmt For For 1B. Election of Director: Marc Bolland Mgmt For For 1C. Election of Director: Ana Botin Mgmt For For 1D. Election of Director: Christopher C. Davis Mgmt For For 1E. Election of Director: Barry Diller Mgmt For For 1F. Election of Director: Helene D. Gayle Mgmt For For 1G. Election of Director: Alexis M. Herman Mgmt For For 1H. Election of Director: Robert A. Kotick Mgmt For For 1I. Election of Director: Maria Elena Mgmt For For Lagomasino 1J. Election of Director: James Quincey Mgmt For For 1K. Election of Director: Caroline J. Tsay Mgmt For For 1L. Election of Director: David B. Weinberg Mgmt For For 2. Advisory vote to approve executive Mgmt For For compensation. 3. Ratification of the appointment of Ernst & Mgmt For For Young LLP as Independent Auditors. 4. Shareowner proposal on sugar and public Shr Against For health. -------------------------------------------------------------------------------------------------------------------------- THE WILLIAMS COMPANIES, INC. Agenda Number: 935351572 -------------------------------------------------------------------------------------------------------------------------- Security: 969457100 Meeting Type: Annual Meeting Date: 27-Apr-2021 Ticker: WMB ISIN: US9694571004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Alan S. Armstrong Mgmt For For 1B. Election of Director: Stephen W. Bergstrom Mgmt For For 1C. Election of Director: Nancy K. Buese Mgmt For For 1D. Election of Director: Stephen I. Chazen Mgmt For For 1E. Election of Director: Charles I. Cogut Mgmt For For 1F. Election of Director: Michael A. Creel Mgmt For For 1G. Election of Director: Stacey H. Dore Mgmt For For 1H. Election of Director: Vicki L. Fuller Mgmt For For 1I. Election of Director: Peter A. Ragauss Mgmt For For 1J. Election of Director: Rose M. Robeson Mgmt For For 1K. Election of Director: Scott D. Sheffield Mgmt For For 1L. Election of Director: Murray D. Smith Mgmt For For 1M. Election of Director: William H. Spence Mgmt For For 2. Approval, by nonbinding advisory vote, of Mgmt For For the Company's executive compensation. 3. Ratification of Ernst & Young LLP as Mgmt For For independent auditors for 2021. -------------------------------------------------------------------------------------------------------------------------- TRANSUNION Agenda Number: 935359667 -------------------------------------------------------------------------------------------------------------------------- Security: 89400J107 Meeting Type: Annual Meeting Date: 11-May-2021 Ticker: TRU ISIN: US89400J1079 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: William P. (Billy) Mgmt For For Bosworth 1B. Election of Director: Suzanne P. Clark Mgmt For For 1C. Election of Director: Kermit R. Crawford Mgmt For For 1D. Election of Director: Russell P. Fradin Mgmt For For 1E. Election of Director: Pamela A. Joseph Mgmt For For 1F. Election of Director: Thomas L. Monahan, Mgmt For For III 2. Ratification of appointment of Mgmt For For PricewaterhouseCoopers LLP as TransUnion's independent registered public accounting firm for the fiscal year ending December 31, 2021. -------------------------------------------------------------------------------------------------------------------------- TRUIST FINANCIAL CORPORATION Agenda Number: 935345288 -------------------------------------------------------------------------------------------------------------------------- Security: 89832Q109 Meeting Type: Annual Meeting Date: 27-Apr-2021 Ticker: TFC ISIN: US89832Q1094 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: Jennifer S. Banner 1B. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: K. David Boyer, Jr. 1C. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: Agnes Bundy Scanlan 1D. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: Anna R. Cablik 1E. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: Dallas S. Clement 1F. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: Paul D. Donahue 1G. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: Paul R. Garcia 1H. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: Patrick C. Graney III 1I. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: Linnie M. Haynesworth 1J. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: Kelly S. King 1K. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: Easter A. Maynard 1L. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: Donna S. Morea 1M. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: Charles A. Patton 1N. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: Nido R. Qubein 1O. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: David M. Ratcliffe 1P. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: William H. Rogers, Jr. 1Q. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: Frank P. Scruggs, Jr. 1R. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: Christine Sears 1S. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: Thomas E. Skains 1T. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: Bruce L. Tanner 1U. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: Thomas N. Thompson 1V. Election of Director for a one-year term Mgmt For For expiring at the 2022 Annual Meeting of Shareholders: Steven C. Voorhees 2. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as Truist's independent registered public accounting firm for 2021. 3. Advisory vote to approve Truist's executive Mgmt For For compensation program. -------------------------------------------------------------------------------------------------------------------------- UNION PACIFIC CORPORATION Agenda Number: 935364947 -------------------------------------------------------------------------------------------------------------------------- Security: 907818108 Meeting Type: Annual Meeting Date: 13-May-2021 Ticker: UNP ISIN: US9078181081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Andrew H. Card Jr. Mgmt For For 1B. Election of Director: William J. DeLaney Mgmt For For 1C. Election of Director: David B. Dillon Mgmt For For 1D. Election of Director: Lance M. Fritz Mgmt For For 1E. Election of Director: Deborah C. Hopkins Mgmt For For 1F. Election of Director: Jane H. Lute Mgmt For For 1G. Election of Director: Michael R. McCarthy Mgmt For For 1H. Election of Director: Thomas F. McLarty III Mgmt For For 1I. Election of Director: Jose H. Villarreal Mgmt For For 1J. Election of Director: Christopher J. Mgmt For For Williams 2. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as the independent registered public accounting firm of the Company for 2021. 3. An advisory vote to approve executive Mgmt For For compensation ("Say on Pay"). 4. Adoption of the Union Pacific Corporation Mgmt For For 2021 Stock Incentive Plan. 5. Adoption of the Union Pacific Corporation Mgmt For For 2021 Employee Stock Purchase Plan. 6. Shareholder proposal requesting an EEO-1 Shr Against For Report Disclosure, if properly presented at the Annual Meeting. 7. Shareholder proposal requesting an Annual Shr Against For Diversity and Inclusion Efforts Report, if properly presented at the Annual Meeting. 8. Shareholder proposal requesting an Annual Shr Against For Emissions Reduction Plan & annual advisory vote on Emissions Reduction Plan, if properly presented at the Annual Meeting. -------------------------------------------------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Agenda Number: 935414879 -------------------------------------------------------------------------------------------------------------------------- Security: 91324P102 Meeting Type: Annual Meeting Date: 07-Jun-2021 Ticker: UNH ISIN: US91324P1021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Richard T. Burke Mgmt For For 1B. Election of Director: Timothy P. Flynn Mgmt For For 1C. Election of Director: Stephen J. Hemsley Mgmt For For 1D. Election of Director: Michele J. Hooper Mgmt For For 1E. Election of Director: F. William McNabb III Mgmt For For 1F. Election of Director: Valerie C. Montgomery Mgmt For For Rice, M.D. 1G. Election of Director: John H. Noseworthy, Mgmt For For M.D. 1H. Election of Director: Gail R. Wilensky, Mgmt For For Ph.D. 1I. Election of Director: Andrew Witty Mgmt For For 2. Advisory approval of the Company's Mgmt For For executive compensation. 3. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2021. 4. Approval of an amendment to the Mgmt For For UnitedHealth Group 1993 Employee Stock Purchase Plan. 5. If properly presented at the 2021 Annual Shr Against For Meeting of Shareholders, the shareholder proposal set forth in the proxy statement requesting a reduction of the share ownership threshold for calling a special meeting of shareholders. -------------------------------------------------------------------------------------------------------------------------- VERTEX PHARMACEUTICALS INCORPORATED Agenda Number: 935383959 -------------------------------------------------------------------------------------------------------------------------- Security: 92532F100 Meeting Type: Annual Meeting Date: 19-May-2021 Ticker: VRTX ISIN: US92532F1003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Sangeeta Bhatia Mgmt For For 1B. Election of Director: Lloyd Carney Mgmt For For 1C. Election of Director: Alan Garber Mgmt For For 1D. Election of Director: Terrence Kearney Mgmt For For 1E. Election of Director: Reshma Kewalramani Mgmt For For 1F. Election of Director: Yuchun Lee Mgmt For For 1G. Election of Director: Jeffrey Leiden Mgmt For For 1H. Election of Director: Margaret McGlynn Mgmt For For 1I. Election of Director: Diana McKenzie Mgmt For For 1J. Election of Director: Bruce Sachs Mgmt For For 2. Ratification of Ernst & Young LLP as Mgmt For For independent Registered Public Accounting firm for the year ending December 31, 2021. 3. Advisory vote to approve named executive Mgmt For For officer compensation. 4. Shareholder proposal, if properly presented Shr Against For at the meeting, regarding a report on lobbying activities. 5. Shareholder proposal, if properly presented Shr Against For at the meeting, regarding a report on political spending. -------------------------------------------------------------------------------------------------------------------------- WASTE MANAGEMENT, INC. Agenda Number: 935369199 -------------------------------------------------------------------------------------------------------------------------- Security: 94106L109 Meeting Type: Annual Meeting Date: 11-May-2021 Ticker: WM ISIN: US94106L1098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: James C. Fish, Jr. Mgmt For For 1B. Election of Director: Andres R. Gluski Mgmt For For 1C. Election of Director: Victoria M. Holt Mgmt For For 1D. Election of Director: Kathleen M. Mgmt For For Mazzarella 1E. Election of Director: Sean E. Menke Mgmt For For 1F. Election of Director: William B. Plummer Mgmt For For 1G. Election of Director: John C. Pope Mgmt For For 1H. Election of Director: Maryrose T. Sylvester Mgmt For For 1I. Election of Director: Thomas H. Weidemeyer Mgmt For For 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as the independent registered public accounting firm for 2021. 3. Non-binding, advisory proposal to approve Mgmt For For our executive compensation. * 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) Calamos Long/Short Equity & Dynamic Income Trust By (Signature) /s/ John P. Calamos, Sr. Name John P. Calamos, Sr. Title President Date 08/26/2021