UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-08104
Touchstone Funds
Group Trust
(Exact name of registrant as specified in charter)
303 Broadway, Suite 1100
Cincinnati, Ohio 45202-4203
(Address of principal executive offices) (Zip code)
Jill T. McGruder
303 Broadway, Suite 1100
Cincinnati, Ohio 45202-4203
(Name and address of agent for service)
Registrant's telephone number, including area code: 800-638-8194
Date of fiscal year end: September 30
Date of reporting period: July 1, 2014 – June 30, 2015
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2014 TO JUNE 30, 2015
TFGT Arbitrage Fund -------------------------------------------------------------------------------------------------------------------------- AUXILIUM PHARMACEUTICALS, INC. Agenda Number: 934114694 -------------------------------------------------------------------------------------------------------------------------- Security: 05334D107 Meeting Type: Special Ticker: AUXL Meeting Date: 27-Jan-2015 ISIN: US05334D1072 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO ADOPT THE AMENDED AND RESTATED AGREEMENT AND PLAN Mgmt No vote OF MERGER (THE "MERGER AGREEMENT"), DATED AS OF NOVEMBER 17, 2014, AMONG THE COMPANY, ENDO INTERNATIONAL PLC ("ENDO"), ENDO U.S. INC. AND AVALON MERGER SUB INC. ("MERGER SUB"), AND APPROVE THE TRANSACTIONS CONTEMPLATED THEREBY. PURSUANT TO THE MERGER AGREEMENT, MERGER SUB WILL BE MERGED WITH AND INTO THE COMPANY AND THE COMPANY WILL CONTINUE AS THE SURVIVING CORPORATION AND AS A WHOLLY OWNED INDIRECT SUBSIDIARY OF ENDO. 2. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, CERTAIN Mgmt No vote COMPENSATORY ARRANGEMENTS BETWEEN AUXILIUM AND ITS NAMED EXECUTIVE OFFICERS RELATING TO THE MERGER. 3. TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR Mgmt No vote APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT AND APPROVE THE TRANSACTIONS CONTEMPLATED THEREBY. -------------------------------------------------------------------------------------------------------------------------- AVIV REIT, INC. Agenda Number: 934132731 -------------------------------------------------------------------------------------------------------------------------- Security: 05381L101 Meeting Type: Special Ticker: AVIV Meeting Date: 27-Mar-2015 ISIN: US05381L1017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO APPROVE THE MERGER AND THE OTHER TRANSACTIONS Mgmt For For CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 30, 2014 BY AND AMONG OMEGA HEALTHCARE INVESTORS, INC., OHI HEALTHCARE PROPERTIES HOLDCO, INC., OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, AVIV REIT, INC., AND AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (THE "MERGER AGREEMENT"). 2. TO ADJOURN THE AVIV SPECIAL MEETING TO A LATER DATE OR Mgmt For For DATES, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT. 3. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE Mgmt For For COMPENSATION ARRANGEMENTS FOR AVIV REIT, INC.'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT. -------------------------------------------------------------------------------------------------------------------------- BROOKFIELD RESIDENTIAL PROPERTIES INC. Agenda Number: 934118806 -------------------------------------------------------------------------------------------------------------------------- Security: 11283W104 Meeting Type: Special Ticker: BRP Meeting Date: 10-Mar-2015 ISIN: CA11283W1041 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 THE SPECIAL RESOLUTION (THE "ARRANGEMENT RESOLUTION") Mgmt For For APPROVING A STATUTORY PLAN OF ARRANGEMENT (THE "ARRANGEMENT") PURSUANT TO SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO) INVOLVING, AMONG OTHER THINGS, THE ACQUISITION BY 1927726 ONTARIO INC., A WHOLLY-OWNED SUBSIDIARY OF BROOKFIELD ASSET MANAGEMENT INC. ("BROOKFIELD ASSET MANAGEMENT") OF ALL OF THE OUTSTANDING COMMON SHARES OF THE COMPANY NOT CURRENTLY OWNED BY BROOKFIELD ASSET MANAGEMENT AND ITS AFFILIATES FOR CASH CONSIDERATION OF US$24.25 PER COMMON SHARE. -------------------------------------------------------------------------------------------------------------------------- CAREFUSION CORPORATION Agenda Number: 934113705 -------------------------------------------------------------------------------------------------------------------------- Security: 14170T101 Meeting Type: Special Ticker: CFN Meeting Date: 21-Jan-2015 ISIN: US14170T1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. ADOPTION OF THE AGREEMENT & PLAN OF MERGER, DATED AS Mgmt For For OF 5-OCT-2014 (THE "MERGER AGREEMENT"), AS IT MAY BE AMENDED FROM TIME TO TIME, BY & AMONG CAREFUSION CORPORATION (THE "COMPANY"), A DELAWARE CORPORATION, BECTON, DICKINSON & COMPANY, A NEW JERSEY CORPORATION, & GRIFFIN SUB, INC. A DELAWARE CORPORATION & A WHOLLY-OWNED SUBSIDIARY OF BECTON, DICKINSON AND COMPANY. 2. APPROVAL, BY ADVISORY (NON-BINDING) VOTE, ON CERTAIN Mgmt For For COMPENSATION ARRANGEMENTS FOR THE COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. 3. ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR Mgmt For For APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. -------------------------------------------------------------------------------------------------------------------------- FIAT CHRYSLER AUTOMOBILES N.V. Agenda Number: 934153963 -------------------------------------------------------------------------------------------------------------------------- Security: N31738102 Meeting Type: Annual Ticker: FCAU Meeting Date: 16-Apr-2015 ISIN: NL0010877643 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2D. ADOPTION OF THE 2014 ANNUAL ACCOUNTS Mgmt No vote 2E. GRANTING OF DISCHARGE TO THE DIRECTORS IN RESPECT OF Mgmt No vote THE PERFORMANCE OF THEIR DUTIES DURING THE FINANCIAL YEAR 2014 3A. RE-APPOINTMENT OF THE EXECUTIVE DIRECTOR: JOHN ELKANN Mgmt No vote 3B. RE-APPOINTMENT OF THE EXECUTIVE DIRECTOR: SERGIO Mgmt No vote MARCHIONNE 4A. RE-APPOINTMENT OF THE NON-EXECUTIVE DIRECTOR: RONALD Mgmt No vote L. THOMPSON 4B. RE-APPOINTMENT OF THE NON-EXECUTIVE DIRECTOR: ANDREA Mgmt No vote AGNELLI 4C. RE-APPOINTMENT OF THE NON-EXECUTIVE DIRECTOR: TIBERTO Mgmt No vote BRANDOLINI D'ADDA 4D. RE-APPOINTMENT OF THE NON-EXECUTIVE DIRECTOR: GLENN Mgmt No vote EARLE 4E. RE-APPOINTMENT OF THE NON-EXECUTIVE DIRECTOR: VALERIE Mgmt No vote A. MARS 4F. RE-APPOINTMENT OF THE NON-EXECUTIVE DIRECTOR: RUTH J. Mgmt No vote SIMMONS 4G. RE-APPOINTMENT OF THE NON-EXECUTIVE DIRECTOR: PATIENCE Mgmt No vote WHEATCROFT 4H. RE-APPOINTMENT OF THE NON-EXECUTIVE DIRECTOR: STEPHEN Mgmt No vote M. WOLF 4I. RE-APPOINTMENT OF THE NON-EXECUTIVE DIRECTOR: Mgmt No vote ERMENEGILDO ZEGNA 5A. PROPOSAL TO APPOINT ERNST & YOUNG ACCOUNTANTS LLP AS Mgmt No vote THE INDEPENDENT AUDITOR OF THE COMPANY 6A. ADOPTION OF THE REMUNERATION POLICY FOR THE EXECUTIVE Mgmt No vote DIRECTORS AND THE NON-EXECUTIVE DIRECTORS 6B. APPROVAL OF AWARDS TO EXECUTIVE DIRECTORS Mgmt No vote 7. DELEGATION TO THE BOARD OF THE AUTHORITY TO ACQUIRE Mgmt No vote COMMON SHARES IN THE CAPITAL OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- GLIMCHER REALTY TRUST Agenda Number: 934108879 -------------------------------------------------------------------------------------------------------------------------- Security: 379302102 Meeting Type: Special Ticker: GRT Meeting Date: 12-Jan-2015 ISIN: US3793021029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. THE PROPOSAL TO APPROVE THE MERGER OF GLIMCHER REALTY Mgmt For For TRUST WITH AND INTO A SUBSIDIARY OF WASHINGTON PRIME GROUP INC. AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 16, 2014, AND AS MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG GLIMCHER REALTY TRUST, GLIMCHER ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 2. THE PROPOSAL TO APPROVE, ON A NON-BINDING, ADVISORY Mgmt For For BASIS, THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF GLIMCHER REALTY TRUST IN CONNECTION WITH THE MERGER. 3. THE PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF Mgmt For For NECESSARY OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT. -------------------------------------------------------------------------------------------------------------------------- PLATINUM UNDERWRITERS HOLDINGS, LTD. Agenda Number: 934123845 -------------------------------------------------------------------------------------------------------------------------- Security: G7127P100 Meeting Type: Special Ticker: PTP Meeting Date: 27-Feb-2015 ISIN: BMG7127P1005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO APPROVE THE AMENDMENT TO THE BYE-LAWS OF PLATINUM Mgmt For For DISCLOSED IN ANNEX B TO THE PROXY STATEMENT. 2. TO APPROVE AND ADOPT THE MERGER AGREEMENT, THE Mgmt For For STATUTORY MERGER AGREEMENT AND THE MERGER. 3. TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE Mgmt For For COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE EXECUTIVE OFFICERS OF PLATINUM IN CONNECTION WITH THE MERGER. 4. TO APPROVE AN ADJOURNMENT OF THE SPECIAL GENERAL Mgmt For For MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES FROM PLATINUM SHAREHOLDERS IF THERE ARE INSUFFICIENT VOTES TO APPROVE THE AFOREMENTIONED PROPOSALS. -------------------------------------------------------------------------------------------------------------------------- SUSQUEHANNA BANCSHARES, INC. Agenda Number: 934120988 -------------------------------------------------------------------------------------------------------------------------- Security: 869099101 Meeting Type: Special Ticker: SUSQ Meeting Date: 13-Mar-2015 ISIN: US8690991018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, DATED AS Mgmt For For OF NOVEMBER 11, 2014 (THE "MERGER AGREEMENT"), AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND BETWEEN BB&T CORPORATION, A NORTH CAROLINA CORPORATION, AND SUSQUEHANNA BANCSHARES, INC., A PENNSYLVANIA CORPORATION ("SUSQUEHANNA"). 2. APPROVAL, BY ADVISORY (NON-BINDING) VOTE, OF CERTAIN Mgmt For For COMPENSATION ARRANGEMENTS FOR SUSQUEHANNA'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. 3. APPROVAL OF AN ADJOURNMENT OF THE SPECIAL MEETING, IF Mgmt For For NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT. TFGT Emerging Markets Equity Fund -------------------------------------------------------------------------------------------------------------------------- AMERICA MOVIL, S.A.B. DE C.V. Agenda Number: 934208059 -------------------------------------------------------------------------------------------------------------------------- Security: 02364W105 Meeting Type: Annual Ticker: AMX Meeting Date: 30-Apr-2015 ISIN: US02364W1053 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. APPOINTMENT OR, AS THE CASE MAY BE, REELECTION OF THE Mgmt For MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY THAT THE HOLDERS OF THE SERIES "L" SHARES ARE ENTITLED TO APPOINT. ADOPTION OF RESOLUTIONS THEREON. 2. APPOINTMENT OF DELEGATES TO EXECUTE, AND IF, Mgmt For APPLICABLE, FORMALIZE THE RESOLUTIONS ADOPTED BY THE MEETING. ADOPTION OF RESOLUTIONS THEREON. -------------------------------------------------------------------------------------------------------------------------- BANCO BRADESCO SA, OSASCO Agenda Number: 705819401 -------------------------------------------------------------------------------------------------------------------------- Security: P1808G117 Meeting Type: AGM Ticker: Meeting Date: 10-Mar-2015 ISIN: BRBBDCACNPR8 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT PLEASE NOTE THAT PREFERENCE SHAREHOLDERS CAN SUBMIT A Non-Voting MEMBER FROM THE CANDIDATES LIST OR ALTERNATIVELY A CANDIDATE OUTSIDE OF THIS LIST, HOWEVER WE CANNOT DO THIS THROUGH THE PROXYEDGE PLATFORM. IN ORDER TO SUBMIT A VOTE TO ELECT A CANDIDATE OUTSIDE THE LIST, CLIENTS MUST CONTACT THEIR CSR TO INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM ARE RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY'S CANDIDATE. THANK YOU CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU CMMT PLEASE NOTE THAT THE PREFERRED SHAREHOLDERS CAN VOTE Non-Voting ON ITEMS 3 AND 4 ONLY. THANK YOU. 1 TO TAKE KNOWLEDGE OF THE DIRECTORS ACCOUNTS, TO Non-Voting EXAMINE, DISCUSS AND APPROVE THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS 2 RESOLVE ON THE BOARD OF DIRECTORS PROPOSAL FOR THE Non-Voting ALLOCATION OF THE NET INCOME OF THE FISCAL YEAR 2014 AND RATIFICATION OF THE EARLY DISTRIBUTION OF INTEREST ON SHAREHOLDERS EQUITY AND DIVIDENDS PAID AND TO BE PAID 3 TO DETERMINE THE NUMBER OF MEMBERS OF THE BOARD OF Mgmt Abstain Against DIRECTORS AND TO ELECT ITS MEMBERS, IN COMPLIANCE WITH THE PROVISIONS OF ARTICLES 141 AND 147 OF LAW NUMBER 6404 OF DECEMBER 15, 1976, AND BRAZILIAN SECURITIES COMMISSION INSTRUCTION NUMBER 376 OF MAY 29, 2002, WITH AT LEAST FIVE PERCENT OF THE VOTING CAPITAL BEING NECESSARY IN ORDER FOR THE SHAREHOLDERS TO REQUEST THE ADOPTION OF THE CUMULATIVE VOTING PROCEDURE, IN ACCORDANCE WITH THE TERMS OF BRAZILIAN SECURITIES COMMISSION INSTRUCTION NUMBER 165 OF DECEMBER 11, 1991, AND 282 OF JUNE 26, 1998 4 ELECT THE FISCAL COUNCIL MEMBERS, PURSUANT TO ARTICLE Mgmt For For 161 AND 162 OF LAW 6,404 OF DECEMBER 15, 1976. NOTE. TO ELECT NELSON LOPES DE OLIVEIRA, PRINCIPAL MEMBER AND JOAO BATISTELA BIAZON, SUBSTITUTE MEMBER, CANDIDATES NOMINATED BY THE PREFERRED SHAREHOLDERS 5 TO VOTE REGARDING 1. THE REMUNERATION AND THE AMOUNT Non-Voting TO PAY THE COSTS OF THE RETIREMENT PLAN OF THE MANAGERS AND 2. THE MONTHLY REMUNERATION OF THE FULL MEMBERS OF THE FISCAL COUNCIL -------------------------------------------------------------------------------------------------------------------------- BHARTI AIRTEL LTD, NEW DELHI Agenda Number: 705888862 -------------------------------------------------------------------------------------------------------------------------- Security: Y0885K108 Meeting Type: OTH Ticker: Meeting Date: 10-Apr-2015 ISIN: INE397D01024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU. 1 IMPLEMENTATION OF THE ESOP SCHEME 2005 THROUGH ESOP Mgmt Against Against TRUST AND RELATED AMENDMENT IN THE ESOP SCHEME 2005: NEW CLAUSE 6.8 BE INSERTED IN THE ESOP SCHEME 2005 AFTER THE EXISTING CLAUSE 6.7 2 AUTHORISATION TO THE ESOP TRUST FOR SECONDARY Mgmt Against Against ACQUISITION OF SHARES AND PROVISION OF MONEY FOR ACQUISITION OF SUCH SHARES -------------------------------------------------------------------------------------------------------------------------- BRITISH AMERICAN TOBACCO (MALAYSIA) BHD Agenda Number: 705958102 -------------------------------------------------------------------------------------------------------------------------- Security: Y0971P110 Meeting Type: AGM Ticker: Meeting Date: 27-Apr-2015 ISIN: MYL4162OO003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE THE AUDITED FINANCIAL STATEMENTS FOR THE Mgmt For For FINANCIAL YEAR ENDED 31 DECEMBER 2014 AND THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON 2 TO RE-ELECT THE FOLLOWING DIRECTOR WHO RETIRE BY Mgmt For For ROTATION IN ACCORDANCE WITH ARTICLES 97(1) AND (2) OF THE COMPANY'S ARTICLES OF ASSOCIATION : TAN SRI MOHAMAD SALIM BIN FATEH DIN 3 TO RE-ELECT THE FOLLOWING DIRECTOR WHO RETIRE BY Mgmt For For ROTATION IN ACCORDANCE WITH ARTICLES 97(1) AND (2) OF THE COMPANY'S ARTICLES OF ASSOCIATION : JAMES RICHARD SUTTIE 4 TO RE-ELECT PABLO DANIEL SCONFIANZA WHO RETIRES IN Mgmt For For ACCORDANCE WITH ARTICLE 103 OF THE COMPANY'S ARTICLES OF ASSOCIATION 5 THAT DATUK OH CHONG PENG, A DIRECTOR WHO RETIRES Mgmt For For PURSUANT TO SECTION 129 OF THE COMPANIES ACT, 1965, BE AND IS HEREBY RE-APPOINTED A DIRECTOR OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING 6 TO RE-ELECT DATUK OH CHONG PENG WHO HAS SERVED AS AN Mgmt For For INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY FOR A CUMULATIVE TERM OF MORE THAN NINE (9) YEARS, TO CONTINUE TO ACT AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY 7 TO RE-APPOINT MESSRS. PRICEWATERHOUSECOOPERS AS Mgmt For For AUDITORS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015 AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION 8 PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR THE Mgmt For For COMPANY AND ITS SUBSIDIARIES TO ENTER INTO RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE WITH RELATED PARTIES ("PROPOSED RENEWAL OF THE RECURRENT RPTS MANDATE") -------------------------------------------------------------------------------------------------------------------------- BS FINANCIAL GROUP INC, BUSAN Agenda Number: 705856245 -------------------------------------------------------------------------------------------------------------------------- Security: Y0997Y103 Meeting Type: AGM Ticker: Meeting Date: 27-Mar-2015 ISIN: KR7138930003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF FINANCIAL STATEMENT Mgmt For For 2 APPROVAL OF PARTIAL AMENDMENT TO ARTICLES OF Mgmt For For INCORPORATION 3.1 ELECTION OF INSIDE DIRECTOR: MIN JU JUNG Mgmt For For 3.2 ELECTION OF OUTSIDE DIRECTOR: SUNG HO KIM Mgmt For For 3.3 ELECTION OF OUTSIDE DIRECTOR: WOO SEOK KIM Mgmt For For 3.4 ELECTION OF OUTSIDE DIRECTOR: HEUNG DAE PARK Mgmt For For 4.1 ELECTION OF AUDIT COMMITTEE MEMBER AS OUTSIDE Mgmt For For DIRECTOR: SUNG HO KIM 4.2 ELECTION OF AUDIT COMMITTEE MEMBER AS OUTSIDE Mgmt For For DIRECTOR: WOO SEOK KIM 5 APPROVAL OF LIMIT OF REMUNERATION FOR DIRECTORS Mgmt Against Against -------------------------------------------------------------------------------------------------------------------------- CREDICORP LTD. Agenda Number: 934133240 -------------------------------------------------------------------------------------------------------------------------- Security: G2519Y108 Meeting Type: Annual Ticker: BAP Meeting Date: 31-Mar-2015 ISIN: BMG2519Y1084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO CONSIDER AND APPROVE THE AUDITED CONSOLIDATED Mgmt For For FINANCIAL STATEMENTS OF CREDICORP AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2014 INCLUDING THE REPORT THEREON OF CREDICORP'S INDEPENDENT EXTERNAL AUDITORS. 2. TO APPOINT INDEPENDENT EXTERNAL AUDITORS OF CREDICORP Mgmt For For TO PERFORM SUCH SERVICES FOR THE FINANCIAL YEAR 2015 AND TO DEFINE THE FEES FOR SUCH AUDIT SERVICES. (SEE APPENDIX 2) -------------------------------------------------------------------------------------------------------------------------- ELDORADO GOLD CORP, VANCOUVER BC Agenda Number: 705915671 -------------------------------------------------------------------------------------------------------------------------- Security: 284902103 Meeting Type: AGM Ticker: Meeting Date: 30-Apr-2015 ISIN: CA2849021035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting FAVOR' OR 'AGAINST' ONLY FOR RESOLUTION "3" AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS "1.1 TO 1.10 AND 2". THANK YOU. 1.1 ELECT THE DIRECTOR: K. ROSS CORY Mgmt For For 1.2 ELECT THE DIRECTOR: PAMELA M. GIBSON Mgmt For For 1.3 ELECT THE DIRECTOR: ROBERT R. GILMORE Mgmt For For 1.4 ELECT THE DIRECTOR: GEOFFREY A. HANDLEY Mgmt For For 1.5 ELECT THE DIRECTOR: MICHAEL A. PRICE Mgmt For For 1.6 ELECT THE DIRECTOR: STEVEN P. REID Mgmt For For 1.7 ELECT THE DIRECTOR: JONATHAN A. RUBENSTEIN Mgmt Abstain Against 1.8 ELECT THE DIRECTOR: DONALD M. SHUMKA Mgmt For For 1.9 ELECT THE DIRECTOR: JOHN WEBSTER Mgmt For For 1.10 ELECT THE DIRECTOR: PAUL N. WRIGHT Mgmt For For 2 APPOINT KPMG LLP AS THE INDEPENDENT AUDITOR Mgmt For For 3 AUTHORIZE THE DIRECTORS TO SET THE AUDITOR'S PAY, IF Mgmt For For KPMG IS RE-APPOINTED AS THE INDEPENDENT AUDITOR -------------------------------------------------------------------------------------------------------------------------- ENERSIS SA, SANTIAGO Agenda Number: 705876449 -------------------------------------------------------------------------------------------------------------------------- Security: P37186106 Meeting Type: OGM Ticker: Meeting Date: 28-Apr-2015 ISIN: CLP371861061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF THE ANNUAL REPORT, BALANCE SHEET, Mgmt For For FINANCIAL STATEMENTS AND REPORTS FROM THE OUTSIDE AUDITORS AND ACCOUNTS INSPECTORS FOR THE FISCAL YEAR THAT ENDED ON DECEMBER 31, 2014 2 DISTRIBUTION OF PROFIT FROM THE FISCAL YEAR AND THE Mgmt For For PAYMENT OF DIVIDENDS 3 ELECTION OF THE BOARD OF DIRECTORS Mgmt Against Against 4 ESTABLISHMENT OF THE COMPENSATION OF THE MEMBERS OF Mgmt For For THE BOARD OF DIRECTORS 5 ESTABLISHMENT OF THE COMPENSATION OF THE COMMITTEE OF Mgmt For For DIRECTORS AND THE DETERMINATION OF THEIR RESPECTIVE BUDGET FOR 2015 6 REPORT REGARDING THE EXPENSES OF THE BOARD OF Mgmt Abstain Against DIRECTORS AND THE ANNUAL MANAGEMENT, ACTIVITY AND EXPENSE REPORT FROM THE COMMITTEE OF DIRECTORS 7 DESIGNATION OF AN OUTSIDE AUDITING FIRM GOVERNED BY Mgmt For For TITLE XXVIII OF LAW 18,045 8 DESIGNATION OF TWO FULL ACCOUNTS INSPECTORS AND TWO Mgmt For For ALTERNATES AND THE DETERMINATION OF THEIR COMPENSATION 9 DESIGNATION OF PRIVATE RISK RATING AGENCIES Mgmt For For 10 APPROVAL OF THE INVESTMENT AND FINANCING POLICY Mgmt For For 11 PRESENTATION OF THE DIVIDEND POLICY AND INFORMATION Mgmt Abstain Against REGARDING THE PROCEDURES TO BE USED IN THE DISTRIBUTION OF DIVIDENDS 12 INFORMATION REGARDING RESOLUTIONS FROM THE BOARD OF Mgmt Abstain Against DIRECTORS THAT ARE RELATED TO ACTS OR CONTRACTS GOVERNED BY TITLE XVI OF LAW NUMBER 18,046 13 INFORMATION REGARDING THE PROCESSING, PRINTING AND Mgmt Abstain Against MAILING COSTS OF THE INFORMATION THAT IS REQUIRED BY CIRCULAR NUMBER 1816 FROM THE SUPERINTENDENCY OF SECURITIES AND INSURANCE 14 OTHER MATTERS OF CORPORATE INTEREST THAT ARE WITHIN Mgmt Against Against THE AUTHORITY OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS 15 THE PASSAGE OF THE OTHER RESOLUTIONS THAT ARE Mgmt For For NECESSARY FOR THE PROPER FULFILLMENT OF THE RESOLUTIONS THAT ARE PASSED -------------------------------------------------------------------------------------------------------------------------- FOMENTO ECONOMICO MEXICANO S.A.B. DE CV Agenda Number: 934130218 -------------------------------------------------------------------------------------------------------------------------- Security: 344419106 Meeting Type: Annual Ticker: FMX Meeting Date: 19-Mar-2015 ISIN: US3444191064 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. REPORT OF THE CHIEF EXECUTIVE OFFICER OF FOMENTO Mgmt For ECONOMICO MEXICANO, S.A.B. DE C.V.; OPINION OF THE BOARD OF DIRECTORS REGARDING THE CONTENT OF THE REPORT OF THE CHIEF EXECUTIVE OFFICER AND REPORTS OF THE BOARD OF DIRECTORS REGARDING THE MAIN POLICIES AND ACCOUNTING CRITERIA AND INFORMATION APPLIED DURING ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL) 2. REPORT WITH RESPECT TO THE COMPLIANCE OF TAX Mgmt For OBLIGATIONS. 3. APPLICATION OF THE RESULTS FOR THE 2014 FISCAL YEAR, Mgmt For INCLUDING THE PAYMENT OF CASH DIVIDEND, IN MEXICAN PESOS. 4. PROPOSAL TO DETERMINE THE MAXIMUM AMOUNT OF RESOURCES Mgmt For TO BE USED FOR THE SHARE REPURCHASE PROGRAM OF THE COMPANY'S SHARES. 5. ELECTION OF MEMBERS AND SECRETARIES OF THE BOARD OF Mgmt For DIRECTORS, QUALIFICATION OF THEIR INDEPENDENCE, IN ACCORDANCE WITH THE MEXICAN SECURITIES MARKET LAW, AND RESOLUTION WITH RESPECT TO THEIR REMUNERATION. 6. ELECTION OF MEMBERS OF THE FOLLOWING COMMITTEES: (I) Mgmt For FINANCE AND PLANNING, (II) AUDIT, AND (III) CORPORATE PRACTICES; APPOINTMENT OF THEIR RESPECTIVE CHAIRMAN, AND RESOLUTION WITH RESPECT TO THEIR REMUNERATION. 7. APPOINTMENT OF DELEGATES FOR THE FORMALIZATION OF THE Mgmt For MEETING'S RESOLUTION. 8. READING AND, IF APPLICABLE, APPROVAL OF THE MINUTE. Mgmt For -------------------------------------------------------------------------------------------------------------------------- GENOMMA LAB INTERNACIONAL SAB DE CV Agenda Number: 705945066 -------------------------------------------------------------------------------------------------------------------------- Security: P48318102 Meeting Type: OGM Ticker: Meeting Date: 14-Apr-2015 ISIN: MX01LA010006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management I PRESENTATION AND, IF DEEMED APPROPRIATE, APPROVAL OF Mgmt For For THE REPORTS THAT ARE REFERRED TO IN ARTICLE 28, PART IV, OF THE SECURITIES MARKET LAW, INCLUDING THE PRESENTATION OF THE AUDITED ANNUAL FINANCIAL STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR THAT ENDED ON DECEMBER 31, 2014. PRESENTATION OF THE REPORT REGARDING THE FULFILLMENT OF THE TAX OBLIGATIONS OF THE COMPANY IN ACCORDANCE WITH THE APPLICABLE LEGAL PROVISIONS. ALLOCATION OF RESULTS. RESOLUTIONS IN THIS REGARD II RESIGNATION, DESIGNATION AND OR RATIFICATION OF THE Mgmt For For MEMBERS OF THE BOARD OF DIRECTORS, SECRETARIES AND CHAIRPERSONS OF THE AUDIT AND CORPORATE PRACTICES COMMITTEES OF THE COMPANY. RESOLUTIONS IN THIS REGARD III DETERMINATION OF THE COMPENSATION FOR THE MEMBERS OF Mgmt For For THE BOARD OF DIRECTORS, SECRETARIES AND MEMBERS OF THE COMMITTEES OF THE COMPANY. RESOLUTIONS IN THIS REGARD IV REPORT REGARDING THE PROCEDURES AND RESOLUTIONS Mgmt For For RELATED TO THE ACQUISITION AND PLACEMENT OF SHARES OF THE COMPANY. DISCUSSION AND, IF DEEMED APPROPRIATE, APPROVAL OF THE MAXIMUM AMOUNT OF FUNDS THAT CAN BE ALLOCATED TO THE ACQUISITION OF SHARES OF THE COMPANY, IN ACCORDANCE WITH THE TERMS OF THAT WHICH IS PROVIDED FOR IN ARTICLE 56, PART IV, OF THE SECURITIES MARKET LAW. RESOLUTIONS IN THIS REGARD V DESIGNATION OF SPECIAL DELEGATES WHO WILL FORMALIZE Mgmt For For AND CARRY OUT THE RESOLUTIONS THAT ARE PASSED BY THE GENERAL MEETING -------------------------------------------------------------------------------------------------------------------------- GERDAU SA, PORTO ALEGRE Agenda Number: 706006473 -------------------------------------------------------------------------------------------------------------------------- Security: P2867P113 Meeting Type: AGM Ticker: Meeting Date: 29-Apr-2015 ISIN: BRGGBRACNPR8 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT PLEASE NOTE THAT PREFERENCE SHAREHOLDERS CAN SUBMIT A Non-Voting MEMBER FROM THE CANDIDATES LIST ONCE THEY HAVE BEEN ELECTED OR ALTERNATIVELY A CANDIDATE OUTSIDE OF THE OFFICIAL LIST, HOWEVER WE CANNOT DO THIS THROUGH THE PROXYEDGE PLATFORM. IN ORDER TO SUBMIT A VOTE TO ELECT A CANDIDATE, CLIENTS MUST CONTACT THEIR CSR TO INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM ARE RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY'S CANDIDATE. THANK YOU CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU CMMT PLEASE NOTE THAT THE PREFERRED SHAREHOLDERS CAN VOTE Non-Voting ON ITEM 3 AND 4 ONLY. THANK YOU. 3 TO ELECT THE MEMBERS OF THE BOARD OF DIRECTORS AND SET Mgmt Abstain Against THE REMUNERATION OF THE COMPANY DIRECTORS, SLATE. COMMON SHARES. MEMBERS. ANDRE BIER GERDAU JOHANNPETER, CLAUDIO JOHANNPETER, RICHARD CHAGAS GERDAU JOHANNPETER, AFFONSO CELSO PASTORE, EXPEDITO LUZ, OSCAR DE PAULA BERNARDES NETO 4 TO ELECT THE MEMBERS OF THE FISCAL COUNCIL AND THE Mgmt Abstain Against SUBSTITUTES AND SET THEIR REMUNERATION. SLATE. COMMON SHARES. MEMBERS. PRINCIPAL. BOLIVAR CHARNESKI, GERALDO TOFFANELLO. SUBSTITUTE. CARLOS ROBERTO SCHRODER, ARTUR CESAR BRENNER PEIXOTO -------------------------------------------------------------------------------------------------------------------------- GRUPO FINANCIERO BANORTE SAB DE CV Agenda Number: 705771740 -------------------------------------------------------------------------------------------------------------------------- Security: P49501201 Meeting Type: OGM Ticker: Meeting Date: 21-Jan-2015 ISIN: MXP370711014 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management I DISCUSSION AND, IF DEEMED APPROPRIATE, APPROVAL OF A Mgmt For For PROPOSAL TO PAY A CASH DIVIDEND IN THE AMOUNT OF MXN 0.2435 PER SHARE II DESIGNATION OF A DELEGATE OR DELEGATES TO FORMALIZE Mgmt For For AND CARRY OUT, IF DEEMED APPROPRIATE, THE RESOLUTIONS THAT WERE PASSED BY THE GENERAL MEETING -------------------------------------------------------------------------------------------------------------------------- GRUPO FINANCIERO BANORTE SAB DE CV Agenda Number: 705984412 -------------------------------------------------------------------------------------------------------------------------- Security: P49501201 Meeting Type: OGM Ticker: Meeting Date: 24-Apr-2015 ISIN: MXP370711014 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID Non-Voting 454147 DUE TO CHANGE IN AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1 PRESENTATION AND IF THE CASE, APPROVAL OF THE REPORTS Mgmt For For REFERRED IN SECTION IV, ARTICLE 28 OF THE SECURITIES MARKET LAW, CORRESPONDING TO THE YEAR ENDED DECEMBER 31, 2014 2 DISTRIBUTION OF PROFITS : PS. 15,353 582,612.13 Mgmt For For 3 DISCUSSION, AND IF THE CASE, APPROVAL OF A PROPOSED Mgmt For For CASH DIVIDEND PAYMENT: AS OF TODAY'S RESOLUTIONS PROPOSAL, THE DATE OF DISBURSEMENT OF THE REMAINING DIVIDEND AMOUNTING TO PS. 0.4870 HAS NOT BEEN DEFINED. ON APRIL 8, 2015 AT THE LATEST, GRUPO FINANCIERO BANORTE WILL ANNOUNCE THE DATE THROUGH AN UPDATE OF THIS PROPOSAL 4.A1 APPOINTMENT OF THE MEMBER OF THE COMPANY'S BOARD OF Mgmt For For DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: CARLOS HANK GONZALEZ, CHAIRMAN 4.A2 APPOINTMENT OF THE MEMBER OF THE COMPANY'S BOARD OF Mgmt For For DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: JUAN ANTONIO GONZALEZ MORENO 4.A3 APPOINTMENT OF THE MEMBER OF THE COMPANY'S BOARD OF Mgmt For For DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: DAVID VILLARREAL MONTEMAYOR 4.A4 APPOINTMENT OF THE MEMBER OF THE COMPANY'S BOARD OF Mgmt For For DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: JOSE MARCOS RAMIREZ MIGUEL 4.A5 APPOINTMENT OF THE INDEPENDENT MEMBER OF THE COMPANY'S Mgmt For For BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: EVERARDO ELIZONDO ALMAGUER 4.A6 APPOINTMENT OF THE INDEPENDENT MEMBER OF THE COMPANY'S Mgmt For For BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HER INDEPENDENCE: PATRICIA ARMENDARIZ GUERRA 4.A7 APPOINTMENT OF THE INDEPENDENT MEMBER OF THE COMPANY'S Mgmt For For BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: HECTOR REYES-RETANA Y DAHL 4.A8 APPOINTMENT OF THE INDEPENDENT MEMBER OF THE COMPANY'S Mgmt For For BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: JUAN CARLOS BRANIFF HIERRO 4.A9 APPOINTMENT OF THE INDEPENDENT MEMBER OF THE COMPANY'S Mgmt For For BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: ARMANDO GARZA SADA 4.A10 APPOINTMENT OF THE INDEPENDENT MEMBER OF THE COMPANY'S Mgmt For For BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: ALFREDO ELIAS AYUB 4.A11 APPOINTMENT OF THE INDEPENDENT MEMBER OF THE COMPANY'S Mgmt For For BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: ADRIAN SADA CUEVA 4A12 APPOINTMENT OF THE INDEPENDENT MEMBER OF THE COMPANY'S Mgmt For For BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: MIGUEL ALEMAN MAGNANI 4.A13 APPOINTMENT OF THE INDEPENDENT MEMBER OF THE COMPANY'S Mgmt For For BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: ALEJANDRO BURILLO AZCARRAGA 4.A14 APPOINTMENT OF THE INDEPENDENT MEMBER OF THE COMPANY'S Mgmt For For BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: JOSE ANTONIO CHEDRAUI EGUIA 4.A15 APPOINTMENT OF THE INDEPENDENT MEMBER OF THE COMPANY'S Mgmt For For BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: ALFONSO DE ANGOITIA NORIEGA 4.A16 APPOINTMENT OF THE ALTERNATE MEMBER OF THE COMPANY'S Mgmt For For BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HER INDEPENDENCE: GRACIELA GONZALEZ MORENO 4.A17 APPOINTMENT OF THE ALTERNATE MEMBER OF THE COMPANY'S Mgmt For For BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: JUAN ANTONIO GONZALEZ MARCOS 4.A18 APPOINTMENT OF THE ALTERNATE INDEPENDENT MEMBER OF THE Mgmt For For COMPANY'S BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: JOSE MARIA GARZA TREVINO 4.A19 APPOINTMENT OF THE ALTERNATE INDEPENDENT MEMBER OF THE Mgmt For For COMPANY'S BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: ROBERT WILLIAM CHANDLER EDWARDS 4.A20 APPOINTMENT OF THE ALTERNATE INDEPENDENT MEMBER OF THE Mgmt For For COMPANY'S BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: ALBERTO HALABE HAMUI 4.A21 APPOINTMENT OF THE ALTERNATE INDEPENDENT MEMBER OF THE Mgmt For For COMPANY'S BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: ROBERTO KELLEHER VALES 4.A22 APPOINTMENT OF THE ALTERNATE INDEPENDENT MEMBER OF THE Mgmt For For COMPANY'S BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: MANUEL AZNAR NICOLIN 4.A23 APPOINTMENT OF THE ALTERNATE INDEPENDENT MEMBER OF THE Mgmt For For COMPANY'S BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: GUILLERMO MASCARENAS MILMO 4.A24 APPOINTMENT OF THE ALTERNATE INDEPENDENT MEMBER OF THE Mgmt For For COMPANY'S BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: RAMON A. LEAL CHAPA 4.A25 APPOINTMENT OF THE ALTERNATE INDEPENDENT MEMBER OF THE Mgmt For For COMPANY'S BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: ISAAC BECKER KABACNIK 4.A26 APPOINTMENT OF THE ALTERNATE INDEPENDENT MEMBER OF THE Mgmt For For COMPANY'S BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: EDUARDO LIVAS CANTU 4.A27 APPOINTMENT OF THE ALTERNATE INDEPENDENT MEMBER OF THE Mgmt For For COMPANY'S BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: LORENZO LAZO MARGAIN 4.A28 APPOINTMENT OF THE ALTERNATE INDEPENDENT MEMBER OF THE Mgmt For For COMPANY'S BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: JAVIER BRAUN BURILLO 4.A29 APPOINTMENT OF THE ALTERNATE INDEPENDENT MEMBER OF THE Mgmt For For COMPANY'S BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: RAFAEL CONTRERAS GROSSKELWING 4.A30 APPOINTMENT OF THE ALTERNATE INDEPENDENT MEMBER OF THE Mgmt For For COMPANY'S BOARD OF DIRECTORS PROPOSED BY THE DESIGNATIONS COMMITTEE AND QUALIFY HIS INDEPENDENCE: GUADALUPE PHILLIPS MARGAIN 4.B IT IS PROPOSED TO APPOINT HECTOR AVILA FLORES AS Mgmt For For SECRETARY TO THE BOARD OF DIRECTORS, WHO WILL NOT BE PART OF THE BOARD 4.C IT IS PROPOSED IN ACCORDANCE WITH ARTICLE FORTY OF THE Mgmt For For CORPORATE BY-LAWS, THAT THE BOARD MEMBERS BE EXEMPT FROM THE RESPONSIBILITY OF PROVIDING A BOND OR MONETARY GUARANTEE FOR BACKING THEIR PERFORMANCE WHEN CARRYING OUT THEIR DUTIES 5 DETERMINE THE COMPENSATION FOR THE MEMBERS OF THE Mgmt For For COMPANY'S BOARD OF DIRECTORS 6 DESIGNATION OF THE CHAIRMAN OF THE AUDIT AND CORPORATE Mgmt For For PRACTICES COMMITTEE. THE PROPOSAL IS TO DESIGNATE HECTOR REYES-RETANA Y DAHL AS CHAIRMAN OF THE COMMITTEE 7 BOARD OF DIRECTORS' REPORT REGARDING SHARES REPURCHASE Mgmt For For TRANSACTIONS CARRIED OUT DURING 2014 AND DETERMINATION OF THE MAXIMUM AMOUNT OF FINANCIAL RESOURCES THAT WILL BE APPLIED FOR SHARE REPURCHASES DURING 2015 8 DESIGNATION OF DELEGATE(S) TO FORMALIZE AND EXECUTE Mgmt For For THE RESOLUTIONS PASSED BY THE ASSEMBLY -------------------------------------------------------------------------------------------------------------------------- HANKOOK TIRE CO LTD, SEOUL Agenda Number: 705857374 -------------------------------------------------------------------------------------------------------------------------- Security: Y3R57J108 Meeting Type: AGM Ticker: Meeting Date: 27-Mar-2015 ISIN: KR7161390000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF FINANCIAL STATEMENT Mgmt For For 2 APPROVAL OF PARTIAL AMENDMENT TO ARTICLES OF Mgmt For For INCORPORATION 3.1 ELECTION OF INSIDE DIRECTORS (2): SEO SEUNG HWA, JO Mgmt For For HYEON BEOM 3.2 ELECTION OF OUTSIDE DIRECTORS (3): JO GEON HO, JO Mgmt For For CHUNG HWAN, HONG SEONG PIL 4 ELECTION OF AUDIT COMMITTEE MEMBERS (3): JO GEON HO, Mgmt For For JO CHUNG HWAN, HONG SEONG PIL 5 APPROVAL OF LIMIT OF REMUNERATION FOR DIRECTORS Mgmt For For CMMT 03 MAR 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO RECEIPT OF DIRECTOR NAMES. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- HCL TECHNOLOGIES LTD, NOIDA Agenda Number: 705819324 -------------------------------------------------------------------------------------------------------------------------- Security: Y3121G147 Meeting Type: OTH Ticker: Meeting Date: 07-Mar-2015 ISIN: INE860A01027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU. 1 SPECIAL RESOLUTION TO INCREASE AUTHORIZED SHARE Mgmt For For CAPITAL OF THE COMPANY FROM INR 150,00,00,000 (RUPEES ONE HUNDRED FIFTY CRORES ONLY) DIVIDED INTO 75,00,00,000 (SEVENTY FIVE CRORES) EQUITY SHARES OF INR 2 EACH TO INR 300,00,00,000 (RUPEES THREE HUNDRED CRORES ONLY) DIVIDED INTO 150,00,00,000 (ONE HUNDRED FIFTY CRORES) EQUITY SHARES OF INR 2 EACH AND THE CONSEQUENT ALTERATION IN CLAUSE V OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY 2 ORDINARY RESOLUTION TO ISSUE BONUS SHARES IN THE Mgmt For For PROPORTION OF ONE EQUITY SHARE FOR EVERY ONE EQUITY SHARE HELD BY THE MEMBERS THROUGH CAPITALIZATION OF SECURITIES PREMIUM ACCOUNT -------------------------------------------------------------------------------------------------------------------------- INDUSTRIAL AND COMMERCIAL BANK OF CHINA LTD, BEIJI Agenda Number: 705743424 -------------------------------------------------------------------------------------------------------------------------- Security: Y3990B112 Meeting Type: EGM Ticker: Meeting Date: 23-Jan-2015 ISIN: CNE1000003G1 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/sehk/2014/1 208/LTN20141208737.pdf and http://www.hkexnews.hk/listedco/listconews/SEHK/2014/1 208/LTN20141208727.pdf 1 TO CONSIDER AND APPROVE THE ELECTION OF MR. JIANG Mgmt For For JIANQING AS AN EXECUTIVE DIRECTOR OF THE BANK 2 TO CONSIDER AND APPROVE THE ELECTION OF MR. ANTHONY Mgmt For For FRANCIS NEOH AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE BANK 3 TO CONSIDER AND APPROVE THE ELECTION OF MS. WANG Mgmt For For XIAOYA AS A NON-EXECUTIVE DIRECTOR OF THE BANK 4 TO CONSIDER AND APPROVE THE ELECTION OF MS. GE Mgmt For For RONGRONG AS A NON-EXECUTIVE DIRECTOR OF THE BANK 5 TO CONSIDER AND APPROVE THE ELECTION OF MR. ZHENG Mgmt For For FUQING AS A NON-EXECUTIVE DIRECTOR OF THE BANK 6 TO CONSIDER AND APPROVE THE ELECTION OF MR. FEI Mgmt For For ZHOULIN AS A NON-EXECUTIVE DIRECTOR OF THE BANK 7 TO CONSIDER AND APPROVE THE ELECTION OF MR. CHENG Mgmt For For FENGCHAO AS A NON-EXECUTIVE DIRECTOR OF THE BANK 8 TO CONSIDER AND APPROVE THE ELECTION OF MS. WANG CHIXI Mgmt For For AS A SHAREHOLDER SUPERVISOR OF THE BANK 9 TO CONSIDER AND APPROVE THE ADJUSTMENT TO THE VALID Mgmt For For PERIOD OF THE ISSUE OF ELIGIBLE TIER- 2 CAPITAL INSTRUMENTS CMMT 11 DEC 2014: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO CHANGE IN SPLIT VOTING TAG FROM "N" TO "Y". IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- KASIKORNBANK PUBLIC COMPANY LIMITED, BANGKOK Agenda Number: 705861854 -------------------------------------------------------------------------------------------------------------------------- Security: Y4591R118 Meeting Type: AGM Ticker: Meeting Date: 02-Apr-2015 ISIN: TH0016010017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID Non-Voting 432605 DUE TO RECEIPT OF DIRECTORS NAMES. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU CMMT IN THE SITUATION WHERE THE CHAIRMAN OF THE MEETING Non-Voting SUDDENLY CHANGE THE AGENDA AND/OR ADD NEW AGENDA DURING THE MEETING, WE WILL VOTE THAT AGENDA AS ABSTAIN 1 TO CONSIDER ADOPTING THE MINUTES OF THE GENERAL Mgmt For For MEETING OF SHAREHOLDERS NO. 102 HELD ON APRIL 4, 2014 2 TO ACKNOWLEDGE THE BOARD OF DIRECTORS' REPORT OF YEAR Mgmt Abstain Against 2014 OPERATIONS 3 TO CONSIDER APPROVING THE FINANCIAL STATEMENTS FOR THE Mgmt For For YEAR ENDED DECEMBER 31, 2014 4 TO CONSIDER APPROVING THE APPROPRIATION OF PROFIT FROM Mgmt For For 2014 OPERATING RESULTS AND DIVIDEND PAYMENT 5.1 TO CONSIDER THE ELECTION OF DIRECTOR TO REPLACE THOSE Mgmt For For RETIRING BY ROTATION: MS.SUJITPAN LAMSAM 5.2 TO CONSIDER THE ELECTION OF DIRECTOR TO REPLACE THOSE Mgmt For For RETIRING BY ROTATION: PROFESSOR KHUNYING SUCHADA KIRANANDANA 5.3 TO CONSIDER THE ELECTION OF DIRECTOR TO REPLACE THOSE Mgmt For For RETIRING BY ROTATION: DR.ABHIJAI CHANDRASEN 5.4 TO CONSIDER THE ELECTION OF DIRECTOR TO REPLACE THOSE Mgmt For For RETIRING BY ROTATION: MR.PREDEE DAOCHAI 6.1 TO CONSIDER THE ELECTION OF A NEW DIRECTOR: MR.WIBOON Mgmt For For KHUSAKUL 7 TO CONSIDER APPROVING THE REMUNERATION OF DIRECTORS Mgmt For For 8 TO CONSIDER APPROVING THE APPOINTMENT AND THE FIXING Mgmt For For OF REMUNERATION OF AUDITOR 9 OTHER BUSINESSES (IF ANY) Mgmt Abstain For -------------------------------------------------------------------------------------------------------------------------- KIA MOTORS CORP, SEOUL Agenda Number: 705853453 -------------------------------------------------------------------------------------------------------------------------- Security: Y47601102 Meeting Type: AGM Ticker: Meeting Date: 20-Mar-2015 ISIN: KR7000270009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF FINANCIAL STATEMENTS Mgmt For For 2 ELECTION OF DIRECTORS: I HYEONG GEUN, HAN CHEON SU , Mgmt For For GIM WON JUN, I GWI NAM 3 APPROVAL OF REMUNERATION FOR DIRECTOR Mgmt For For -------------------------------------------------------------------------------------------------------------------------- KIMBERLY-CLARK DE MEXICO SAB DE CV, MEXICO CITY Agenda Number: 705822799 -------------------------------------------------------------------------------------------------------------------------- Security: P60694117 Meeting Type: OGM Ticker: Meeting Date: 26-Feb-2015 ISIN: MXP606941179 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT ONLY MEXICAN NATIONALS HAVE VOTING Non-Voting RIGHTS AT THIS MEETING. IF YOU ARE A MEXICAN NATIONAL AND WOULD LIKE TO SUBMIT YOUR VOTE ON THIS MEETING PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. THANK YOU I PRESENTATION AND, IF DEEMED APPROPRIATE, APPROVAL OF Non-Voting THE REPORT FROM THE GENERAL DIRECTOR THAT IS PREPARED IN ACCORDANCE WITH ARTICLE 172 OF THE GENERAL MERCANTILE COMPANIES LAW, ACCOMPANIED BY THE OPINION OF THE OUTSIDE AUDITOR, REGARDING THE TRANSACTIONS AND RESULTS OF THE COMPANY FOR THE FISCAL YEAR THAT ENDED ON DECEMBER 31, 2014, AS WELL AS THE OPINION OF THE BOARD OF DIRECTORS REGARDING THE CONTENT OF THAT REPORT, PRESENTATION AND, IF DEEMED APPROPRIATE, APPROVAL OF THE REPORT FROM THE BOARD OF DIRECTORS THAT IS REFERRED TO IN ARTICLE 172, LINE B, OF THE GENERAL MERCANTILE COMPANIES LAW IN WHICH ARE CONTAINED THE MAIN ACCOUNTING AND INFORMATION POLICIES AND CRITERIA THAT ARE FOLLOWED IN THE PREPARATION OF THE FINANCIAL INFORMATION OF THE COMPANY, PRESENTATION AND, IF DEEMED APPROPRIATE, APPROVAL OF THE FINANCIAL CONTD CONT CONTD STATEMENTS OF THE COMPANY TO DECEMBER 31, 2014, Non-Voting AND THE ALLOCATION OF THE RESULTS FROM THE FISCAL YEAR, PRESENTATION AND, IF DEEMED APPROPRIATE, APPROVAL OF THE REPORT REGARDING THE FULFILLMENT OF THE TAX OBLIGATIONS THAT ARE THE RESPONSIBILITY OF THE COMPANY, PRESENTATION AND, IF DEEMED APPROPRIATE, APPROVAL OF THE ANNUAL REPORT REGARDING THE ACTIVITIES CARRIED OUT BY THE AUDIT AND CORPORATE PRACTICES COMMITTEE. RESOLUTIONS IN THIS REGARD II PRESENTATION AND, IF DEEMED APPROPRIATE, APPROVAL OF Non-Voting THE PROPOSAL FROM THE BOARD OF DIRECTORS TO PAY IN CASH, IN THE AMOUNT OF MXN 1.48 PER SHARE, TO EACH ONE OF THE COMMON, NOMINATIVE SHARES WITH NO PAR VALUE FROM THE SERIES A AND B THAT ARE IN CIRCULATION, BY MEANS OF I. THE PAYMENT OF A CASH DIVIDEND, COMING FROM THE BALANCE OF THE ACCUMULATED NET FISCAL PROFIT ACCOUNT TO 2013 IN THE AMOUNT OF MXN 0.74 PER SHARE, AND II. THE PAYMENT IN CASH, BY MEANS OF A REPAYMENT OF CAPITAL, IN THE AMOUNT OF MXN 0.74, WHICH WILL BE MADE BY MEANS OF FOUR INSTALLMENTS OF MXN 0.37 PER SHARE, ON APRIL 9, JULY 2, OCTOBER 1 AND DECEMBER 3, 2015. RESOLUTIONS IN THIS REGARD III APPOINTMENT AND OR RATIFICATION OF THE MEMBERS OF THE Non-Voting BOARD OF DIRECTORS, BOTH FULL AND ALTERNATE, AS WELL AS OF THE CHAIRPERSON OF THE AUDIT AND CORPORATE PRACTICES COMMITTEE, CLASSIFICATION REGARDING THE INDEPENDENCE OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY, IN ACCORDANCE WITH THAT WHICH IS ESTABLISHED IN ARTICLE 26 OF THE SECURITIES MARKET LAW. RESOLUTIONS IN THIS REGARD IV COMPENSATION FOR THE MEMBERS OF THE BOARD OF DIRECTORS Non-Voting AND OF THE VARIOUS COMMITTEES, BOTH FULL AND ALTERNATE, AS WELL AS FOR THE SECRETARY OF THE COMPANY. RESOLUTIONS IN THIS REGARD V PRESENTATION AND, IF DEEMED APPROPRIATE, APPROVAL OF Non-Voting THE REPORT FROM THE BOARD OF DIRECTORS REGARDING THE POLICIES OF THE COMPANY IN REGARD TO THE ACQUISITION OF ITS OWN SHARES AND, IF DEEMED APPROPRIATE, THE PLACEMENT OF THE SAME, PROPOSAL AND, IF DEEMED APPROPRIATE, APPROVAL OF THE MAXIMUM AMOUNT OF FUNDS THAT CAN BE ALLOCATED TO THE PURCHASE OF SHARES OF THE COMPANY FOR THE 2015 FISCAL YEAR. RESOLUTIONS IN THIS REGARD VI PROPOSAL TO CANCEL UP TO 14,247,052 COMMON, NOMINATIVE Non-Voting SHARES WITH NO STATED PAR VALUE, FROM CLASS I, REPRESENTATIVE OF THE FIXED PART OF THE SHARE CAPITAL, COMING FROM THE SHARE BUYBACK PROGRAM, WHICH SHARES ARE HELD IN THE TREASURY OF THE COMPANY, OF WHICH 7,224,105 ARE SERIES A SHARES AND 7,022,947 ARE SERIES B SHARES, PROPOSAL AND, IF DEEMED APPROPRIATE, APPROVAL OF THE AMENDMENT OF ARTICLE 5 OF THE CORPORATE BYLAWS IN SUCH A WAY AS TO REFLECT THE CORRESPONDING DECREASE IN THE FIXED PART OF THE SHARE CAPITAL. RESOLUTIONS IN THIS REGARD VII PROPOSAL AND, IF DEEMED APPROPRIATE, APPROVAL SO THAT, Non-Voting AT THE APPROPRIATE TIME, ARTICLE 5 OF THE CORPORATE BYLAWS IS AMENDED, AS WELL AS THE ADOPTION OF MEASURES THAT THE GENERAL MEETING FINDS CONVENIENT IN ORDER TO REFLECT THE CORRESPONDING REDUCTION OF THE SHARE CAPITAL IN ITS FIXED PART, IN ACCORDANCE WITH THE RESOLUTIONS PASSED BY THIS GENERAL MEETING VIII DESIGNATION OF DELEGATES WHO WILL FORMALIZE AND CARRY Non-Voting OUT THE RESOLUTIONS THAT ARE PASSED BY THE ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS -------------------------------------------------------------------------------------------------------------------------- KIMBERLY-CLARK DE MEXICO SAB DE CV, MEXICO CITY Agenda Number: 705824375 -------------------------------------------------------------------------------------------------------------------------- Security: P60694117 Meeting Type: EGM Ticker: Meeting Date: 26-Feb-2015 ISIN: MXP606941179 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT ONLY MEXICAN NATIONALS HAVE VOTING Non-Voting RIGHTS AT THIS MEETING. IF YOU ARE A MEXICAN NATIONAL AND WOULD LIKE TO SUBMIT YOUR VOTE ON THIS MEETING PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. THANK YOU I PRESENTATION AND, IF DEEMED APPROPRIATE, APPROVAL OF Non-Voting THE REPORT FROM THE GENERAL DIRECTOR THAT IS PREPARED IN ACCORDANCE WITH ARTICLE 172 OF THE GENERAL MERCANTILE COMPANIES LAW, ACCOMPANIED BY THE OPINION OF THE OUTSIDE AUDITOR, REGARDING THE TRANSACTIONS AND RESULTS OF THE COMPANY FOR THE FISCAL YEAR THAT ENDED ON DECEMBER 31, 2014, AS WELL AS THE OPINION OF THE BOARD OF DIRECTORS REGARDING THE CONTENT OF THAT REPORT, PRESENTATION AND, IF DEEMED APPROPRIATE, APPROVAL OF THE REPORT FROM THE BOARD OF DIRECTORS THAT IS REFERRED TO IN ARTICLE 172, LINE B, OF THE GENERAL MERCANTILE COMPANIES LAW IN WHICH ARE CONTAINED THE MAIN ACCOUNTING AND INFORMATION POLICIES AND CRITERIA THAT ARE FOLLOWED IN THE PREPARATION OF THE FINANCIAL INFORMATION OF THE COMPANY, PRESENTATION AND, IF DEEMED APPROPRIATE, APPROVAL OF THE FINANCIAL STATEMENTS OF THE COMPANY TO DECEMBER 31, 2014, AND THE ALLOCATION OF THE RESULTS FROM THE FISCAL YEAR, PRESENTATION AND, IF DEEMED APPROPRIATE, APPROVAL OF THE REPORT REGARDING THE FULFILLMENT OF THE TAX OBLIGATIONS THAT ARE THE RESPONSIBILITY OF THE COMPANY, PRESENTATION AND, IF DEEMED APPROPRIATE, APPROVAL OF THE ANNUAL REPORT REGARDING THE ACTIVITIES CARRIED OUT BY THE AUDIT AND CORPORATE PRACTICES COMMITTEE. RESOLUTIONS IN THIS REGARD II PRESENTATION AND, IF DEEMED APPROPRIATE, APPROVAL OF Non-Voting THE PROPOSAL FROM THE BOARD OF DIRECTORS TO PAY IN CASH, IN THE AMOUNT OF MXN 1.48 PER SHARE, TO EACH ONE OF THE COMMON, NOMINATIVE SHARES WITH NO PAR VALUE FROM THE SERIES A AND B THAT ARE IN CIRCULATION, BY MEANS OF I. THE PAYMENT OF A CASH DIVIDEND, COMING FROM THE BALANCE OF THE ACCUMULATED NET FISCAL PROFIT ACCOUNT TO 2013 IN THE AMOUNT OF MXN 0.74 PER SHARE, AND II. THE PAYMENT IN CASH, BY MEANS OF A REPAYMENT OF CAPITAL, IN THE AMOUNT OF MXN 0.74, WHICH WILL BE MADE BY MEANS OF FOUR INSTALLMENTS OF MXN 0.37 PER SHARE, ON APRIL 9, JULY 2, OCTOBER 1 AND DECEMBER 3, 2015. RESOLUTIONS IN THIS REGARD III APPOINTMENT AND OR RATIFICATION OF THE MEMBERS OF THE Non-Voting BOARD OF DIRECTORS, BOTH FULL AND ALTERNATE, AS WELL AS OF THE CHAIRPERSON OF THE AUDIT AND CORPORATE PRACTICES COMMITTEE, CLASSIFICATION REGARDING THE INDEPENDENCE OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY, IN ACCORDANCE WITH THAT WHICH IS ESTABLISHED IN ARTICLE 26 OF THE SECURITIES MARKET LAW. RESOLUTIONS IN THIS REGARD IV COMPENSATION FOR THE MEMBERS OF THE BOARD OF DIRECTORS Non-Voting AND OF THE VARIOUS COMMITTEES, BOTH FULL AND ALTERNATE, AS WELL AS FOR THE SECRETARY OF THE COMPANY. RESOLUTIONS IN THIS REGARD V PRESENTATION AND, IF DEEMED APPROPRIATE, APPROVAL OF Non-Voting THE REPORT FROM THE BOARD OF DIRECTORS REGARDING THE POLICIES OF THE COMPANY IN REGARD TO THE ACQUISITION OF ITS OWN SHARES AND, IF DEEMED APPROPRIATE, THE PLACEMENT OF THE SAME, PROPOSAL AND, IF DEEMED APPROPRIATE, APPROVAL OF THE MAXIMUM AMOUNT OF FUNDS THAT CAN BE ALLOCATED TO THE PURCHASE OF SHARES OF THE COMPANY FOR THE 2015 FISCAL YEAR. RESOLUTIONS IN THIS REGARD VI PROPOSAL TO CANCEL UP TO 14,247,052 COMMON, NOMINATIVE Non-Voting SHARES WITH NO STATED PAR VALUE, FROM CLASS I, REPRESENTATIVE OF THE FIXED PART OF THE SHARE CAPITAL, COMING FROM THE SHARE BUYBACK PROGRAM, WHICH SHARES ARE HELD IN THE TREASURY OF THE COMPANY, OF WHICH 7,224,105 ARE SERIES A SHARES AND 7,022,947 ARE SERIES B SHARES, PROPOSAL AND, IF DEEMED APPROPRIATE, APPROVAL OF THE AMENDMENT OF ARTICLE 5 OF THE CORPORATE BYLAWS IN SUCH A WAY AS TO REFLECT THE CORRESPONDING DECREASE IN THE FIXED PART OF THE SHARE CAPITAL. RESOLUTIONS IN THIS REGARD VII PROPOSAL AND, IF DEEMED APPROPRIATE, APPROVAL SO THAT, Non-Voting AT THE APPROPRIATE TIME, ARTICLE 5 OF THE CORPORATE BYLAWS IS AMENDED, AS WELL AS THE ADOPTION OF MEASURES THAT THE GENERAL MEETING FINDS CONVENIENT IN ORDER TO REFLECT THE CORRESPONDING REDUCTION OF THE SHARE CAPITAL IN ITS FIXED PART, IN ACCORDANCE WITH THE RESOLUTIONS PASSED BY THIS GENERAL MEETING VIII DESIGNATION OF DELEGATES WHO WILL FORMALIZE AND CARRY Non-Voting OUT THE RESOLUTIONS THAT ARE PASSED BY THE ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS -------------------------------------------------------------------------------------------------------------------------- KOMERCNI BANKA A.S., PRAHA 1 Agenda Number: 705908347 -------------------------------------------------------------------------------------------------------------------------- Security: X45471111 Meeting Type: OGM Ticker: Meeting Date: 23-Apr-2015 ISIN: CZ0008019106 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DISCUSSION OVER AND APPROVAL OF THE BOARD OF DIRECTORS Mgmt For For REPORT ON THE BANKS BUSINESS ACTIVITY AND STATE OF ASSETS FOR THE YEAR 2014 2 DISCUSSION OVER THE EXPLANATORY REPORT ON MATTERS Non-Voting UNDER S. 118 (5) (A)-(K) OF ACT NO. 256/2004 SB., THE ACT PROVIDING FOR BUSINESS UNDERTAKING IN THE CAPITAL MARKET AS AMENDED 3 DISCUSSION OVER THE BOARD OF DIRECTORS' REPORT ON Non-Voting RELATIONS AMONG RELATED ENTITIES FOR THE YEAR 2014 4 DISCUSSION OVER THE ANNUAL FINANCIAL STATEMENTS WITH Non-Voting THE PROPOSAL FOR THE DISTRIBUTION OF PROFIT FOR THE YEAR 2014, AND OVER THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR 2014 5 SUPERVISORY BOARDS POSITION ON THE ANNUAL FINANCIAL Non-Voting STATEMENTS FOR THE YEAR 2014, ON THE PROPOSAL FOR THE DISTRIBUTION OF PROFIT FOR THE YEAR 2014, AND ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR 2014, SUPERVISORY BOARDS REPORT ON ITS ACTIVITY, AND SUPERVISORY BOARDS INFORMATION ON THE RESULTS OF THE EXAMINATION OF THE BOARD OF DIRECTORS' REPORT ON RELATIONS AMONG RELATED ENTITIES FOR THE YEAR 2014 6 DISCUSSION OVER THE AUDIT COMMITTEES REPORT ON THE Non-Voting RESULTS OF ITS ACTIVITY 7 APPROVAL OF THE ANNUAL FINANCIAL STATEMENT FOR THE Mgmt For For YEAR 2014 8 DECISION ON THE DISTRIBUTION OF PROFIT FOR THE YEAR Mgmt For For 2014: THE PROPOSED DIVIDEND IS CZK 310.00 PER SHARE 9 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR Mgmt For For THE YEAR 2014 10 ELECTION OF A MEMBER OF THE SUPERVISORY BOARD: MS. Mgmt For For SYLVIE REMOND 11 DECISION ON THE ACQUISITION OF OWN SHARES Mgmt For For 12 DECISION ON THE APPOINTMENT OF A STATUTORY AUDITOR TO Mgmt For For MAKE THE STATUTORY AUDIT: DELOITTE AUDIT S.R.O 13 DECISION ON THE REVISION OF THE ARTICLES OF Mgmt For For ASSOCIATION: SECTIONS 9, 10, 12, 13, 14, 15,16, 17, 18, 19, 20, 21, 22, 26, 28, 38, 39, 41, 42, 45 14 DECISION ON INSTRUCTING THE SUPERVISORY BOARD TO SET Mgmt For For THE PROPORTION BETWEEN THE FIXED AND FLEXIBLE COMPONENT OF THE COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS 15 SETTING THE PROPORTION BETWEEN THE FIXED AND FLEXIBLE Mgmt For For COMPONENT OF THE COMPENSATION FOR SELECTED EMPLOYEES AND GROUPS CONSISTING OF SUCH EMPLOYEES, WHOSE ACTIVITY HAS A MATERIAL IMPACT ON THE OVERALL RISK PROFILE OF THE BANK -------------------------------------------------------------------------------------------------------------------------- LOCALIZA RENT A CAR SA, BELO HORIZONTE Agenda Number: 705941169 -------------------------------------------------------------------------------------------------------------------------- Security: P6330Z111 Meeting Type: AGM Ticker: Meeting Date: 28-Apr-2015 ISIN: BRRENTACNOR4 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT PLEASE NOTE THAT COMMON SHAREHOLDERS SUBMITTING A VOTE Non-Voting TO ELECT A MEMBER FROM THE LIST PROVIDED MUST INCLUDE THE CANDIDATES NAME IN THE VOTE INSTRUCTION. HOWEVER WE CANNOT DO THIS THROUGH THE PROXYEDGE PLATFORM. IN ORDER TO SUBMIT A VOTE TO ELECT A CANDIDATE, CLIENTS MUST CONTACT THEIR CSR TO INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM ARE RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOUR OR AGAINST THE DEFAULT COMPANIES CANDIDATE. THANK YOU CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU 1 APPROVE THE ADMINISTRATORS ACCOUNTS, THE Mgmt For For ADMINISTRATIONS REPORT, THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR 2014 2 APPROVE THE PROPOSAL OF THE ADMINISTRATION TO THE Mgmt For For DESTINATION OF PROFIT OF THE FISCAL YEAR AND THE PAYMENT OF DIVIDENDS OF THE COMPANY 3 TO ESTABLISH THE NUMBER OF MEMBERS TO MAKE UP THE Mgmt For For BOARD OF DIRECTORS 4 TO ELECT THE MEMBERS OF THE BOARD OF DIRECTORS OF THE Mgmt For For COMPANY. NOTE: INDIVIDUAL MEMBERS. JOSE SALIM MATTAR JUNIOR PRESIDENTE, ANTONIO CLAUDIO BRANDAO VICE PRESIDENTE, EUGENIO PACELLI MATTAR, FLAVIO BRANDAO RESENDE, MARIA LETICIA DE FREITAS COSTA, JOSE GALLO, OSCAR DE PAULA BERNARDES NETO AND STEFANO BONFIGLIO 5 TO SET THE GLOBAL REMUNERATION OF THE COMPANY Mgmt For For DIRECTORS CMMT 01 APR 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO RECEIPT OF DIRECTORS' NAMES. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- ODONTOPREV SA, BARUERI, SP Agenda Number: 705875699 -------------------------------------------------------------------------------------------------------------------------- Security: P7344M104 Meeting Type: AGM Ticker: Meeting Date: 06-Apr-2015 ISIN: BRODPVACNOR4 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT PLEASE NOTE THAT COMMON SHAREHOLDERS SUBMITTING A VOTE Non-Voting TO ELECT A MEMBER FROM THE LIST PROVIDED MUST INCLUDE THE CANDIDATES NAME IN THE VOTE INSTRUCTION. HOWEVER WE CANNOT DO THIS THROUGH THE PROXYEDGE PLATFORM. IN ORDER TO SUBMIT A VOTE TO ELECT A CANDIDATE, CLIENTS MUST CONTACT THEIR CSR TO INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM ARE RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOUR OR AGAINST THE DEFAULT COMPANIES CANDIDATE. THANK YOU CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU I TO RECEIVE THE ACCOUNTS OF THE BOARD OF DIRECTORS, TO Mgmt For For EXAMINE, DISCUSS AND VOTE ON THE FINANCIAL STATEMENTS, FOR THE FISCAL YEAR THAT ENDED ON DECEMBER 31, 2014 II TO DECIDE ON THE ALLOCATION OF NET INCOME, INCLUDING Mgmt For For THE PROPOSED CAPITAL BUDGET AND THE DISTRIBUTION OF DIVIDENDS III ESTABLISHMENT OF THE LIMIT AMOUNT FOR THE AGGREGATE Mgmt Abstain Against ANNUAL COMPENSATION OF THE MANAGERS OF THE COMPANY IV ELECTION OF THE MEMBERS OF THE FISCAL COUNCIL. NOTE. Mgmt For For PRINCIPAL. IVAN MALUF JUNIOR, SUELI BERSELLI MARINHO, VANDERLEI DOMINGUEZ DA ROSA. SUBSTITUTE. EDUARDO DA GAMA GODOY, GETULIO ANTONIO GUIDINI -------------------------------------------------------------------------------------------------------------------------- ODONTOPREV SA, BARUERI, SP Agenda Number: 705876817 -------------------------------------------------------------------------------------------------------------------------- Security: P7344M104 Meeting Type: EGM Ticker: Meeting Date: 06-Apr-2015 ISIN: BRODPVACNOR4 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU I TO RATIFY AGAIN THE COMPENSATION PAID TO THE MANAGERS Mgmt For For OF THE COMPANY DURING THE 2012 AND 2014 FISCAL YEARS II CHANGE OF THE FORMATION OF THE BOARD OF DIRECTORS OF Mgmt For For THE COMPANY, WITH THE CONSEQUENT AMENDMENT OF THE MAIN PART OF ARTICLE 16 OF THE CORPORATE BYLAWS OF THE COMPANY III CREATION OF THE POSITION OF CHIEF CLINICAL OPERATING Mgmt For For OFFICER AND THE ELIMINATION OF THE POSITIONS OF CHIEF OPERATING OFFICER, CHIEF CLINICAL OFFICER AND CHIEF MARKET DEVELOPMENT OFFICER, WITH THE CONSEQUENT AMENDMENT OF ARTICLE 20 AND OF ARTICLE 24, AS WELL AS THE CREATION OF ARTICLE 25 OF THE CORPORATE BYLAWS OF THE COMPANY IV RESTATEMENT OF THE CORPORATE BYLAWS Mgmt For For -------------------------------------------------------------------------------------------------------------------------- POSCO, POHANG Agenda Number: 705825555 -------------------------------------------------------------------------------------------------------------------------- Security: Y70750115 Meeting Type: AGM Ticker: Meeting Date: 13-Mar-2015 ISIN: KR7005490008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF FINANCIAL STATEMENTS Mgmt For For 2.1.1 ELECTION OF OUTSIDE DIRECTOR CANDIDATE: SHIN JAE CHEOL Mgmt For For 2.1.2 ELECTION OF OUTSIDE DIRECTOR CANDIDATE: KIM JU HYUN Mgmt For For 2.1.3 ELECTION OF OUTSIDE DIRECTOR CANDIDATE: PARK BYUNG WON Mgmt For For 2.2.1 ELECTION OF AUDIT COMMITTEE MEMBER CANDIDATE: KIM JU Mgmt For For HYEON 2.3.1 ELECTION OF INSIDE DIRECTOR CANDIDATE: KIM JIN IL Mgmt For For 2.3.2 ELECTION OF INSIDE DIRECTOR CANDIDATE: LEE YOUNG HOON Mgmt For For 2.3.3 ELECTION OF INSIDE DIRECTOR CANDIDATE: OH IN HWAN Mgmt For For 3 APPROVAL OF REMUNERATION FOR DIRECTOR Mgmt For For CMMT 17 FEB 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO MODIFICATION OF THE NUMBERING OF RESOLUTIONS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- PT BANK MANDIRI (PERSERO) TBK, JAKARTA Agenda Number: 705835835 -------------------------------------------------------------------------------------------------------------------------- Security: Y7123S108 Meeting Type: AGM Ticker: Meeting Date: 16-Mar-2015 ISIN: ID1000095003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF THE ANNUAL REPORT AND THE BOARD OF Mgmt For For COMMISSIONERS SUPERVISION REPORT AND RATIFICATION OF THE COMPANY CONSOLIDATED FINANCIAL STATEMENTS AND THE ANNUAL REPORT ON THE PARTNERSHIP AND COMMUNITY DEVELOPMENT PROGRAM FOR THE FINANCIAL YEAR ENDED 31 DEC 2015 2 APPROVAL FOR THE DISTRIBUTION OF THE COMPANY NET Mgmt For For PROFIT FOR THE FINANCIAL YEAR ENDED ON 31 DEC 2014 3 APPOINTMENT OF THE PUBLIC ACCOUNTANT OFFICE TO AUDIT Mgmt For For THE COMPANY ANNUAL REPORT AND THE ANNUAL REPORT ON THE PARTNERSHIP AND COMMUNITY DEVELOPMENT PROGRAM FOR THE FINANCIAL YEAR ENDED ON 31 DEC 2015 4 DETERMINATION OF THE REMUNERATION FOR MEMBERS OF THE Mgmt For For BOARD OF DIRECTOR, HONORARIUM FOR MEMBERS OF THE BOARD OF COMMISSIONERS AND TANTIEM ALSO OTHER BENEFITS FOR ALL MEMBERS OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY 5 AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE Mgmt Abstain Against COMPANY TO ALIGN IT WITH PROVISIONS STIPULATED IN FINANCIAL SERVICE AUTHORITY REGULATION NO.32.POJK.04.2014 REGARDING THE PLAN AND IMPLEMENTATION OF A GENERAL MEETING OF SHAREHOLDERS FOR AN ISSUER OR A PUBLIC COMPANY AND REGARDING THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF AN ISSUER A PUBLIC COMPANY 6 APPROVAL ON THE CHANGE OF COMPOSITION OF THE BOARD OF Mgmt Abstain Against DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY CMMT 23 FEB 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO MODIFICATION OF TEXT IN RESOLUTIONS 1 AND 5. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK, BANDUNG Agenda Number: 705919186 -------------------------------------------------------------------------------------------------------------------------- Security: Y71474145 Meeting Type: AGM Ticker: Meeting Date: 17-Apr-2015 ISIN: ID1000129000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF THE COMPANY'S ANNUAL REPORT FOR THE 2014 Mgmt For For FINANCIAL YEAR, INCLUDING THE BOARD OF COMMISSIONERS SUPERVISORY REPORT 2 RATIFICATION OF THE COMPANY FINANCIAL STATEMENTS AND Mgmt For For PARTNERSHIP AND COMMUNITY DEVELOPMENT PROGRAM ANNUAL REPORT FOR THE 2014 FINANCIAL YEAR AND ACQUITTAL AND DISCHARGE OF ALL MEMBERS OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS 3 APPROPRIATION OF THE COMPANY'S NET INCOME FOR THE 2014 Mgmt For For FINANCIAL YEAR 4 DETERMINATION OF REMUNERATION FOR MEMBERS OF THE BOARD Mgmt For For OF DIRECTORS AND THE BOARD OF COMMISSIONERS FOR THE 2014 FINANCIAL YEAR 5 APPOINTMENT OF A PUBLIC ACCOUNTING FIRM TO AUDIT THE Mgmt For For COMPANY'S FINANCIAL STATEMENT FOR THE 2015 FINANCIAL YEAR, INCLUDING AUDIT OF INTERNAL CONTROL OVER FINANCIAL REPORTING AND APPOINTMENT OF A PUBLIC ACCOUNTING FIRM TO AUDIT THE FINANCIAL STATEMENT OF THE PARTNERSHIP AND COMMUNITY DEVELOPMENT PROGRAM FOR THE 2015 FINANCIAL YEAR 6 CHANGE ARTICLE OF ASSOCIATION Mgmt For For 7 DELEGATION OF AUTHORITY TO THE BOARD OF COMMISSIONERS Mgmt For For FOR USE OR DIVERSION OF COMPANY'S TREASURY STOCK FROM SHARE BUY BACK III AND IV 8 CHANGE IN COMPOSITION OF THE BOARD OF THE COMPANY Mgmt Against Against -------------------------------------------------------------------------------------------------------------------------- PTT EXPLORATION AND PRODUCTION PUBLIC CO LTD, BANG Agenda Number: 705903640 -------------------------------------------------------------------------------------------------------------------------- Security: Y7145P165 Meeting Type: AGM Ticker: Meeting Date: 26-Mar-2015 ISIN: TH0355A10Z12 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID Non-Voting 437928 DUE TO RECEIPT OF UPDATED AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. CMMT IN THE SITUATION WHERE THE CHAIRMAN OF THE MEETING Non-Voting SUDDENLY CHANGE THE AGENDA AND/OR ADD NEW AGENDA DURING THE MEETING, WE WILL VOTE THAT AGENDA AS ABSTAIN. 1 TO ACKNOWLEDGE THE 2014 PERFORMANCE RESULT AND 2015 Mgmt Abstain Against WORK PLAN 2 TO APPROVE THE 2014 FINANCIAL STATEMENTS Mgmt For For 3 TO APPROVE THE DIVIDEND PAYMENT FOR 2014 Mgmt For For 4 TO APPROVE THE DEBENTURE ISSUANCE UP TO THE TOTAL Mgmt For For AMOUNT OF USD 3,800 MILLION 5 TO APPOINT THE AUDITOR AND CONSIDER THE AUDITOR'S FEES Mgmt For For FOR YEAR 2015 6 TO APPROVE THE DIRECTORS' AND THE SUB-COMMITTEES' Mgmt For For REMUNERATION 7.1 TO APPROVE THE APPOINTMENT OF NEW DIRECTOR IN Mgmt For For REPLACEMENT OF THOSE WHO ARE DUE TO RETIRE BY ROTATION: MR. PRAJYA PHINYAWAT 7.2 TO APPROVE THE APPOINTMENT OF NEW DIRECTOR IN Mgmt For For REPLACEMENT OF THOSE WHO ARE DUE TO RETIRE BY ROTATION: MR. CHAKKRIT PARAPUNTAKUL 7.3 TO APPROVE THE APPOINTMENT OF NEW DIRECTOR IN Mgmt For For REPLACEMENT OF THOSE WHO ARE DUE TO RETIRE BY ROTATION: ADMIRAL TANARAT UBOL 7.4 TO APPROVE THE APPOINTMENT OF NEW DIRECTOR IN Mgmt For For REPLACEMENT OF THOSE WHO ARE DUE TO RETIRE BY ROTATION: MR. NUTTACHAT CHARUCHINDA 7.5 TO APPROVE THE APPOINTMENT OF NEW DIRECTOR IN Mgmt For For REPLACEMENT OF THOSE WHO ARE DUE TO RETIRE BY ROTATION: MR. SONGSAK SAICHEUA -------------------------------------------------------------------------------------------------------------------------- RELIANCE INDUSTRIES LTD, MUMBAI Agenda Number: 705843983 -------------------------------------------------------------------------------------------------------------------------- Security: Y72596102 Meeting Type: OTH Ticker: Meeting Date: 28-Mar-2015 ISIN: INE002A01018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU 1 APPOINTMENT OF SHRI MANSINGH L. BHAKTA AS AN Mgmt For For INDEPENDENT DIRECTOR 2 APPOINTMENT OF DR. DHARAM VIR KAPUR AS AN INDEPENDENT Mgmt For For DIRECTOR 3 APPOINTMENT OF PROF. DIPAK C. JAIN AS AN INDEPENDENT Mgmt For For DIRECTOR 4 APPOINTMENT OF DR. RAGHUNATH A. MASHELKAR AS AN Mgmt For For INDEPENDENT DIRECTOR 5 APPOINTMENT OF SHRI MAHESWAR SAHU AS AN INDEPENDENT Mgmt For For DIRECTOR 6 ALTERATION OF OBJECTS CLAUSE OF THE MEMORANDUM OF Mgmt For For ASSOCIATION: CLAUSE III.A : SUB-CLAUSES 5, 6 AND 7 7 RE-APPOINTMENT OF SHRI HITAL R. MESWANI AS A Mgmt For For WHOLE-TIME DIRECTOR CMMT 25 FEB 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO MODIFICATION OF TEXT IN RESOLUTION 6. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- SAMSUNG ELECTRONICS CO LTD, SUWON Agenda Number: 705825137 -------------------------------------------------------------------------------------------------------------------------- Security: Y74718100 Meeting Type: AGM Ticker: Meeting Date: 13-Mar-2015 ISIN: KR7005930003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF FINANCIAL STATEMENTS Mgmt For For 2.1.1 ELECTION OF OUTSIDE DIRECTOR GIM HAN JUNG Mgmt For For 2.1.2 ELECTION OF OUTSIDE DIRECTOR I BYEONG GI Mgmt For For 2.2 ELECTION OF INSIDE DIRECTOR GWON O HYEON Mgmt For For 2.3 ELECTION OF AUDIT COMMITTEE MEMBER GIM HAN JUNG Mgmt For For 3 APPROVAL OF REMUNERATION FOR DIRECTOR Mgmt For For -------------------------------------------------------------------------------------------------------------------------- SHINHAN FINANCIAL GROUP CO LTD, SEOUL Agenda Number: 705845204 -------------------------------------------------------------------------------------------------------------------------- Security: Y7749X101 Meeting Type: AGM Ticker: Meeting Date: 25-Mar-2015 ISIN: KR7055550008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF FINANCIAL STATEMENTS (INCLUDING STATEMENTS Mgmt For For OF APPROPRIATION OF RETAINED EARNINGS) FOR FISCAL YEAR 2014 (JANUARY 1, 2014 DECEMBER 31, 2014) 2 APPROVAL OF REVISION TO ARTICLES OF INCORPORATION: Mgmt For For ARTICLE 19, 23, 39, 41, 47, 48, 51 3.1 APPOINTMENT OF NON-EXECUTIVE DIRECTOR CANDIDATE : MR. Mgmt For For YONG BYOUNG CHO 3.2 APPOINTMENT OF OUTSIDE DIRECTOR CANDIDATE : MR. BOO IN Mgmt For For KO 3.3 APPOINTMENT OF OUTSIDE DIRECTOR CANDIDATE : MR. TAEEUN Mgmt For For KWON 3.4 APPOINTMENT OF OUTSIDE DIRECTOR CANDIDATE : MR. SEOK Mgmt For For WON KIM 3.5 APPOINTMENT OF OUTSIDE DIRECTOR CANDIDATE : MR. HOON Mgmt For For NAMKOONG 3.6 APPOINTMENT OF OUTSIDE DIRECTOR CANDIDATE : MR. CHEUL Mgmt For For PARK 3.7 APPOINTMENT OF OUTSIDE DIRECTOR CANDIDATE : MR. SANG Mgmt For For KYUNG LEE 3.8 APPOINTMENT OF OUTSIDE DIRECTOR CANDIDATE : MR. YUKI Mgmt For For HIRAKAWA 3.9 APPOINTMENT OF OUTSIDE DIRECTOR CANDIDATE : MR. Mgmt For For PHILIPPE AVRIL 4.1 APPOINTMENT OF AUDIT COMMITTEE MEMBER CANDIDATE: MR. Mgmt For For TAEEUN KWON 4.2 APPOINTMENT OF AUDIT COMMITTEE MEMBER CANDIDATE: MR. Mgmt For For SEOK WON KIM 4.3 APPOINTMENT OF AUDIT COMMITTEE MEMBER CANDIDATE: MR. Mgmt For For MAN WOO LEE 4.4 APPOINTMENT OF AUDIT COMMITTEE MEMBER CANDIDATE: MR. Mgmt For For SANG KYUNG LEE 5 APPROVAL OF THE MAXIMUM LIMIT ON DIRECTOR REMUNERATION Mgmt For For -------------------------------------------------------------------------------------------------------------------------- SIAM CEMENT PUBLIC CO LTD, BANGSUE Agenda Number: 705874813 -------------------------------------------------------------------------------------------------------------------------- Security: Y7866P147 Meeting Type: AGM Ticker: Meeting Date: 25-Mar-2015 ISIN: TH0003010Z12 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IN THE SITUATION WHERE THE CHAIRMAN OF THE MEETING Non-Voting SUDDENLY CHANGE THE AGENDA AND/OR ADD NEW AGENDA DURING THE MEETING, WE WILL VOTE THAT AGENDA AS ABSTAIN. 1 TO CONSIDER AND ADOPT THE MINUTES OF THE 2014 ANNUAL Mgmt For For GENERAL MEETING OF SHAREHOLDERS (THE 21ST MEETING) HELD ON WEDNESDAY, MARCH 26, 2014 2 TO ACKNOWLEDGE THE COMPANY'S ANNUAL REPORT FOR THE Mgmt For For YEAR 2014 3 TO CONSIDER AND APPROVE THE FINANCIAL STATEMENTS FOR Mgmt For For THE YEAR ENDED DECEMBER 31, 2014 4 TO CONSIDER AND APPROVE THE ALLOCATION OF PROFIT FOR Mgmt For For THE YEAR 2014 5.1 TO CONSIDER AND ELECT THE DIRECTOR IN REPLACEMENT OF Mgmt For For THOSE TO BE RETIRED BY ROTATION: MR. PANAS SIMASATHIEN 5.2 TO CONSIDER AND ELECT THE DIRECTOR IN REPLACEMENT OF Mgmt For For THOSE TO BE RETIRED BY ROTATION: MR. ARSA SARASIN 5.3 TO CONSIDER AND ELECT THE DIRECTOR IN REPLACEMENT OF Mgmt For For THOSE TO BE RETIRED BY ROTATION: MR. CHUMPOL NALAMLIENG 5.4 TO CONSIDER AND ELECT THE DIRECTOR IN REPLACEMENT OF Mgmt For For THOSE TO BE RETIRED BY ROTATION:MR. ROONGROTE RANGSIYOPASH 6 TO CONSIDER AND APPOINT THE AUDITORS AND FIX THE AUDIT Mgmt For For FEE FOR THE YEAR 2015 7 TO CONSIDER AND APPROVE THE REMUNERATION FOR DIRECTORS Mgmt For For AND SUB-COMMITTEE MEMBERS FOR THE YEAR 2015 8 TO CONSIDER AND APPROVE THE INCREASE OF ANOTHER 50,000 Mgmt For For MILLION BAHT TO THE CEILING OF THE ISSUANCE AND OFFERING OF SCC DEBENTURE, TOTALING 250,000 MILLION BAHT CMMT 09 MAR 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO MODIFICATION OF THE TEXT IN RESOLUTION 5.4. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- SOUTHERN COPPER CORPORATION Agenda Number: 934165007 -------------------------------------------------------------------------------------------------------------------------- Security: 84265V105 Meeting Type: Annual Ticker: SCCO Meeting Date: 30-Apr-2015 ISIN: US84265V1052 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR G. LARREA MOTA-VELASCO Mgmt Withheld Against OSCAR GONZALEZ ROCHA Mgmt Withheld Against EMILIO CARRILLO GAMBOA Mgmt Withheld Against ALFREDO CASAR PEREZ Mgmt Withheld Against LUIS CASTELAZO MORALES Mgmt Withheld Against E.C. SANCHEZ MEJORADA Mgmt Withheld Against X.G. DE QUEVEDO TOPETE Mgmt Withheld Against D. MUNIZ QUINTANILLA Mgmt Withheld Against L.M. PALOMINO BONILLA Mgmt For For G.P. CIFUENTES Mgmt Withheld Against JUAN REBOLLEDO GOUT Mgmt Withheld Against CARLOS RUIZ SACRISTAN Mgmt For For 2. RATIFY THE AUDIT COMMITTEE'S SELECTION OF GALAZ, Mgmt For For YAMAZAKI, RUIZ URQUIZA, S.C., MEMBER FIRM OF DELOITTE TOUCHE TOHMATSU LIMITED, AS INDEPENDENT ACCOUNTANTS FOR 2015. 3. APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- TOTVS SA Agenda Number: 705872364 -------------------------------------------------------------------------------------------------------------------------- Security: P92184103 Meeting Type: AGM Ticker: Meeting Date: 30-Mar-2015 ISIN: BRTOTSACNOR8 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE i TO RECEIVE THE ADMINISTRATORS ACCOUNTS, TO EXAMINE, Mgmt For For DISCUSS AND VOTE ON THE FINANCIAL STATEMENTS REGARDING THE FISCAL YEAR ENDING ON DECEMBER 31, 2014 ii DESTINATION OF THE NET PROFIT OF THE FISCAL YEAR AND Mgmt For For THE DISTRIBUTION OF DIVIDENDS iii TO ESTABLISH THE AGGREGATE COMPENSATION OF THE MEMBERS Mgmt For For OF THE BOARD OF DIRECTORS AND OF THE EXECUTIVE COMMITTEE CMMT 23 MAR 2015: PLEASE NOTE THAT VOTES 'IN FAVOR' AND Non-Voting 'AGAINST' IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU CMMT 23 MAR 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO ADDITION OF COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- TOTVS SA Agenda Number: 705861169 -------------------------------------------------------------------------------------------------------------------------- Security: P92184103 Meeting Type: EGM Ticker: Meeting Date: 09-Apr-2015 ISIN: BRTOTSACNOR8 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE a UPDATING THE SHARE CAPITAL OF THE COMPANY IN ORDER TO Mgmt For For REFLECT THE INCREASE THAT WAS CARRIED OUT, WITHIN THE AUTHORIZED CAPITAL LIMIT, AT THE MEETING OF THE BOARD OF DIRECTORS THAT WAS HELD ON DECEMBER 19, 2013, DUE TO THE EXERCISE OF THE STOCK PURCHASE OPTION BY BENEFICIARIES b TO INCREASE THE AUTHORIZED CAPITAL LIMIT OF THE Mgmt For For COMPANY FROM BRL 540 MILLION TO BRL 800 MILLION c REFORMULATION OF THE AUTHORITY OF THE BOARD OF Mgmt For For DIRECTORS, BY MEANS OF THE AMENDMENT OF ARTICLE 19 OF THE CORPORATE BYLAWS d CHANGE OF THE NAME OF THE COMPENSATION COMMITTEE TO Mgmt For For THE PEOPLE AND COMPENSATION COMMITTEE, AS WELL AS THE REFORMULATION OF ITS AUTHORITY, BY MEANS OF THE AMENDMENT OF ARTICLE 20 OF THE CORPORATE BYLAWS e AMENDMENT OF THE RULE ON THE MEMBERSHIP OF THE Mgmt For For EXECUTIVE COMMITTEE, FOR A MINIMUM OF FIVE AND A MAXIMUM OF 20 EXECUTIVE OFFICERS, AND THE AMENDMENT OF THE DUTIES AND AUTHORITY OF EACH POSITION ON THE EXECUTIVE COMMITTEE, BY MEANS OF THE AMENDMENT OF ARTICLES 21 THROUGH 24 OF THE CORPORATE BYLAWS f AMENDMENT OF THE RULES FOR THE REPRESENTATION OF THE Mgmt For For COMPANY, THROUGH THE AMENDMENT OF ARTICLE 26 AND THE EXCLUSION OF ARTICLES 27 THROUGH 30 OF THE CORPORATE BYLAWS g EXCLUSION OF PARAGRAPH 2 FROM ARTICLE 17 AND OF Mgmt For For ARTICLE 60, IN REGARD TO THE APPLICATION OF THE PROHIBITION ON HOLDING MORE THAN ONE POSITION h RENUMBERING OF THE ARTICLES OF THE CORPORATE BYLAWS, Mgmt For For BEARING IN MIND THE EXCLUSIONS INDICATED IN ITEMS F AND G ABOVE i RESTATEMENT OF THE CORPORATE BYLAWS. IN ACCORDANCE Mgmt For For WITH THE TERMS OF PARAGRAPH 5 OF ARTICLE 10 OF THE CORPORATE BYLAWS OF THE COMPANY CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU CMMT 01 APR 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO POSTPONEMENT OF THE MEETING DATE FROM 30 MAR 2015 TO 09 APR 2015. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- TOTVS SA Agenda Number: 705870194 -------------------------------------------------------------------------------------------------------------------------- Security: P92184103 Meeting Type: EGM Ticker: Meeting Date: 09-Apr-2015 ISIN: BRTOTSACNOR8 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU I TO VOTE REGARDING THE RATIFICATION, IN ACCORDANCE WITH Mgmt For For THE TERMS OF PARAGRAPH ONE OF ARTICLE 256 OF LAW NUMBER 6404.76, OF THE ACQUISITION BY THE COMPANY OF ALL OF THE QUOTAS OF VIRTUAL AGE SOLUCOES EM TECNOLOGIA LTDA. IN ACCORDANCE WITH THE TERMS OF PARAGRAPH 5 OF ARTICLE 10 OF THE CORPORATE BYLAWS OF THE COMPANY CMMT 02 APR 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO POSTPONEMENT OF THE MEETING DATE FROM 30 MAR 2015 TO 09 APR 2015. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- TUPRAS-TURKIYE PETROL RAFINELERI AS, KOCAELI Agenda Number: 705888634 -------------------------------------------------------------------------------------------------------------------------- Security: M8966X108 Meeting Type: OGM Ticker: Meeting Date: 30-Mar-2015 ISIN: TRATUPRS91E8 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: POWER OF Non-Voting ATTORNEY (POA) REQUIREMENTS VARY BY CUSTODIAN. GLOBAL CUSTODIANS MAY HAVE A POA IN PLACE WHICH WOULD ELIMINATE THE NEED FOR THE INDIVIDUAL BENEFICIAL OWNER POA. IN THE ABSENCE OF THIS ARRANGEMENT, AN INDIVIDUAL BENEFICIAL OWNER POA MAY BE REQUIRED. IF YOU HAVE ANY QUESTIONS PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. THANK YOU. CMMT TO ATTEND A MEETING, THE ATTENDEE(S) MUST PRESENT A Non-Voting POA ISSUED BY THE BENEFICIAL OWNER, NOTARISED BY A TURKISH NOTARY. CMMT PLEASE VOTE EITHER "FOR" OR "AGAINST" ON THE AGENDA Non-Voting ITEMS. "ABSTAIN" IS NOT RECOGNIZED IN THE TURKISH MARKET AND IS CONSIDERED AS "AGAINST". THANK YOU. 1 OPENING AND ELECTION OF THE CHAIRMANSHIP COMMITTEE Mgmt For For 2 THE READING, DISCUSSION AND APPROVAL OF THE ANNUAL Mgmt For For REPORT OF THE COMPANY FOR THE YEAR 2014 AS PREPARED BY THE BOARD OF DIRECTORS 3 THE PRESENTATION OF THE SUMMARY OF THE INDEPENDENT Mgmt For For AUDIT REPORT FOR THE YEAR 2014 4 THE READING, DISCUSSION AND APPROVAL OF THE 2014 Mgmt For For FINANCIAL STATEMENTS 5 RELEASE OF THE MEMBERS OF THE BOARD OF DIRECTORS FROM Mgmt For For LIABILITY FOR THE AFFAIRS OF THE COMPANY FOR THE YEAR 2014 6 WITHIN THE FRAMEWORK OF THE COMPANY'S DIVIDEND POLICY, Mgmt For For THE APPROVAL, APPROVAL WITH MODIFICATIONS, OR DISAPPROVAL OF THE BOARD OF DIRECTORS PROPOSAL ON PROFIT DISTRIBUTION OF YEAR 2014 7 DETERMINATION OF THE NUMBER OF BOARD MEMBERS AND THEIR Mgmt For For TERM OF OFFICE, AND ELECTION OF MEMBERS IN ACCORDANCE WITH THE NUMBER DETERMINED AND DETERMINATION OF INDEPENDENT BOARD MEMBERS 8 IN ACCORDANCE WITH THE CORPORATE GOVERNANCE Mgmt For For PRINCIPLES, PRESENTATION TO THE SHAREHOLDERS AND APPROVAL BY THE GENERAL ASSEMBLY, OF THE REMUNERATION POLICY FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND THE SENIOR EXECUTIVES AND THE PAYMENTS MADE THEREOF 9 DETERMINATION OF MONTHLY GROSS FEES TO BE PAID TO THE Mgmt For For MEMBERS OF THE BOARD OF DIRECTORS 10 APPROVAL OF THE INDEPENDENT AUDIT FIRM AS SELECTED BY Mgmt For For THE BOARD OF DIRECTORS, IN ACCORDANCE WITH THE PROVISIONS OF THE TURKISH COMMERCIAL CODE AND THE CAPITAL MARKETS BOARD REGULATIONS 11 IN ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE Mgmt For For COMPANY, THE TURKISH COMMERCIAL CODE, CAPITAL MARKETS LAW, CAPITAL MARKETS REGULATIONS AND THE RELEVANT LEGISLATION THAT ALLOWS THE AMOUNT MUCH UNTIL THE DIVIDEND ADVANCE PAYMENT WITH REGARD TO THE DETERMINATION OF THE ISSUANCE OF THE TIME AND CONDITIONS OF GRANTING AUTHORITY TO THE BOARD OF DIRECTORS AND SUBMITTED FOR APPROVAL 12 PRESENTATION TO THE SHAREHOLDERS, OF THE DONATIONS Mgmt Against Against MADE BY THE COMPANY IN 2014, AND RESOLUTION OF AN UPPER LIMIT FOR DONATIONS FOR THE YEAR 2015 13 IN ACCORDANCE WITH THE CAPITAL MARKETS BOARD Mgmt Abstain Against LEGISLATION, PRESENTATION TO THE SHAREHOLDERS, OF THE SECURITIES, PLEDGES AND MORTGAGES GRANTED IN FAVOUR OF THE THIRD PARTIES IN THE YEAR 2014 AND OF ANY BENEFITS OR INCOME THEREOF 14 AUTHORIZATION OF THE SHAREHOLDERS WITH MANAGEMENT Mgmt For For CONTROL, THE MEMBERS OF THE BOARD OF DIRECTORS, THE SENIOR EXECUTIVES AND THEIR SPOUSES AND RELATIVES RELATED BY BLOOD OR AFFINITY UP TO THE SECOND DEGREE AS PER THE PROVISIONS OF ARTICLES 395 AND 396 OF THE TURKISH COMMERCIAL CODE AND PRESENTATION TO THE SHAREHOLDERS, OF THE TRANSACTIONS CARRIED OUT THEREOF IN THE YEAR 2014 PURSUANT TO THE CORPORATE GOVERNANCE COMMUNIQUE OF THE CAPITAL MARKETS BOARD 15 REQUESTS AND OPINIONS Mgmt Abstain Against -------------------------------------------------------------------------------------------------------------------------- TURKCELL ILETISIM HIZMETLERI A.S., ISTANBUL Agenda Number: 705822193 -------------------------------------------------------------------------------------------------------------------------- Security: M8903B102 Meeting Type: OGM Ticker: Meeting Date: 26-Mar-2015 ISIN: TRATCELL91M1 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: POWER OF Non-Voting ATTORNEY (POA) REQUIREMENTS VARY BY CUSTODIAN. GLOBAL CUSTODIANS MAY HAVE A POA IN PLACE WHICH WOULD ELIMINATE THE NEED FOR THE INDIVIDUAL BENEFICIAL OWNER POA. IN THE ABSENCE OF THIS ARRANGEMENT, AN INDIVIDUAL BENEFICIAL OWNER POA MAY BE REQUIRED. IF YOU HAVE ANY QUESTIONS PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. THANK YOU. CMMT TO ATTEND A MEETING, THE ATTENDEE(S) MUST PRESENT A Non-Voting POA ISSUED BY THE BENEFICIAL OWNER, NOTARISED BY A TURKISH NOTARY. CMMT PLEASE VOTE EITHER '' FOR'' OR ''AGAINST'' ON THE Non-Voting AGENDA ITEMS. ''ABSTAIN'' IS NOT RECOGNIZED IN THE TURKISH MARKET AND IS CONSIDERED AS ''AGAINST''. THANK YOU. 1 OPENING AND ELECTION OF THE PRESIDENCY BOARD Mgmt For For 2 AUTHORIZING THE PRESIDENCY BOARD TO SIGN THE MINUTES Mgmt For For OF THE MEETING 3 READING THE ANNUAL REPORT OF THE BOARD OF DIRECTORS Mgmt For For RELATING TO FISCAL YEAR 2010 4 READING THE STATUTORY AUDITORS REPORT RELATING TO Mgmt For For FISCAL YEAR 2010 5 READING THE SUMMARY OF THE INDEPENDENT AUDIT FIRMS Mgmt For For REPORT RELATING TO FISCAL YEAR 2010 6 READING, DISCUSSION AND APPROVAL OF THE BALANCE SHEETS Mgmt For For AND PROFITS LOSS STATEMENTS RELATING TO FISCAL YEAR 2010 7 DISCUSSION OF AND DECISION ON THE DISTRIBUTION OF Mgmt For For DIVIDEND FOR THE YEAR 2010 AND DETERMINATION OF THE DIVIDEND DISTRIBUTION DATE 8 RELEASE OF THE BOARD MEMBER, COLIN J. WILLIAMS, FROM Mgmt For For ACTIVITIES AND OPERATIONS OF THE COMPANY PERTAINING TO THE YEAR 2010 9 RELEASE OF THE STATUTORY AUDITORS INDIVIDUALLY FROM Mgmt For For ACTIVITIES AND OPERATIONS OF THE COMPANY PERTAINING TO THE YEAR 2010 10 READING THE ANNUAL REPORT OF THE BOARD OF DIRECTORS Mgmt For For RELATING TO FISCAL YEAR 2011 11 READING THE STATUTORY AUDITORS REPORT RELATING TO Mgmt For For FISCAL YEAR 2011 12 READING THE SUMMARY OF THE INDEPENDENT AUDIT FIRMS Mgmt For For REPORT RELATING TO FISCAL YEAR OF 2011 13 READING, DISCUSSION AND APPROVAL OF THE BALANCE SHEETS Mgmt For For AND PROFITS LOSS STATEMENTS RELATING TO FISCAL YEAR 2011 14 DISCUSSION OF AND DECISION ON THE DISTRIBUTION OF Mgmt For For DIVIDEND FOR THE YEAR 2011 AND DETERMINATION OF THE DIVIDEND DISTRIBUTION DATE 15 RELEASE OF THE BOARD MEMBERS INDIVIDUALLY FROM THE Mgmt For For ACTIVITIES AND OPERATIONS OF THE COMPANY PERTAINING TO THE YEAR 2011 16 RELEASE OF THE STATUTORY AUDITORS INDIVIDUALLY FROM Mgmt For For ACTIVITIES AND OPERATIONS OF THE COMPANY PERTAINING TO THE YEAR 2011 17 READING THE ANNUAL REPORT OF THE BOARD OF DIRECTORS Mgmt For For RELATING TO FISCAL YEAR 2012 18 READING THE STATUTORY AUDITORS REPORT RELATING TO Mgmt For For FISCAL YEAR 2012 19 DISCUSSION OF AND APPROVAL OF THE ELECTION OF THE Mgmt For For INDEPENDENT AUDIT FIRM APPOINTED BY THE BOARD OF DIRECTORS PURSUANT TO THE CAPITAL MARKETS LEGISLATION FOR AUDITING OF THE ACCOUNTS AND FINANCIALS OF THE YEAR 2012 20 READING THE SUMMARY OF THE INDEPENDENT AUDIT FIRMS Mgmt For For REPORT RELATING TO FISCAL YEAR 2012 21 READING, DISCUSSION AND APPROVAL OF THE BALANCE SHEETS Mgmt For For AND PROFITS LOSS STATEMENTS RELATING TO FISCAL YEAR 2012 22 DISCUSSION OF AND DECISION ON THE DISTRIBUTION OF Mgmt For For DIVIDEND FOR THE YEAR 2012 AND DETERMINATION OF THE DIVIDEND DISTRIBUTION DATE 23 IN ACCORDANCE WITH ARTICLE 363 OF TCC, SUBMITTAL AND Mgmt For For APPROVAL OF THE BOARD MEMBERS ELECTED BY THE BOARD OF DIRECTORS DUE TO VACANCIES IN THE BOARD OCCURRED IN THE YEAR 2012 24 RELEASE OF THE BOARD MEMBERS INDIVIDUALLY FROM THE Mgmt For For ACTIVITIES AND OPERATIONS OF THE COMPANY PERTAINING TO THE YEAR 2012 25 RELEASE OF THE STATUTORY AUDITORS INDIVIDUALLY FROM Mgmt For For ACTIVITIES AND OPERATIONS OF THE COMPANY PERTAINING TO THE YEAR 2012 26 READING THE ANNUAL REPORT OF THE BOARD OF DIRECTORS Mgmt For For RELATING TO FISCAL YEAR 2013 27 READING THE SUMMARY OF THE INDEPENDENT AUDIT FIRMS Mgmt For For REPORT RELATING TO FISCAL YEAR 2013 28 READING, DISCUSSION AND APPROVAL OF THE TCC AND CMB Mgmt For For BALANCE SHEETS AND PROFITS LOSS STATEMENTS RELATING TO FISCAL YEAR 2013 29 DISCUSSION OF AND DECISION ON THE DISTRIBUTION OF Mgmt For For DIVIDEND FOR THE YEAR 2013 AND DETERMINATION OF THE DIVIDEND DISTRIBUTION DATE 30 RELEASE OF THE BOARD MEMBERS INDIVIDUALLY FROM THE Mgmt For For ACTIVITIES AND OPERATIONS OF THE COMPANY PERTAINING TO THE YEAR 2013 31 READING THE ANNUAL REPORT OF THE BOARD OF DIRECTORS Mgmt For For RELATING TO FISCAL YEAR 2014 32 DISCUSSION OF AND APPROVAL OF THE ELECTION OF THE Mgmt For For INDEPENDENT AUDIT FIRM APPOINTED BY THE BOARD OF DIRECTORS PURSUANT TO TCC AND THE CAPITAL MARKETS LEGISLATION FOR AUDITING OF THE ACCOUNTS AND FINANCIALS OF THE YEAR 2014 33 READING THE SUMMARY OF THE INDEPENDENT AUDIT FIRMS Mgmt For For REPORT RELATING TO FISCAL YEAR 2014 34 READING, DISCUSSION AND APPROVAL OF THE TCC AND CMB Mgmt For For BALANCE SHEETS AND PROFITS LOSS STATEMENTS RELATING TO FISCAL YEAR 2014 35 DISCUSSION OF AND DECISION ON THE DISTRIBUTION OF Mgmt For For DIVIDEND FOR THE YEAR 2014 AND DETERMINATION OF THE DIVIDEND DISTRIBUTION DATE 36 RELEASE OF THE BOARD MEMBERS INDIVIDUALLY FROM THE Mgmt For For ACTIVITIES AND OPERATIONS OF THE COMPANY PERTAINING TO THE YEAR 2014 37 INFORMING THE GENERAL ASSEMBLY ON THE DONATION AND Mgmt For For CONTRIBUTIONS MADE IN THE YEARS 2011, 2012, 2013 AND 2014 APPROVAL OF DONATION AND CONTRIBUTIONS MADE IN THE YEARS 2013 AND 2014 DISCUSSION OF AND DECISION ON BOARD OF DIRECTORS PROPOSAL CONCERNING DETERMINATION OF DONATION LIMIT TO BE MADE IN 2015, STARTING FROM THE FISCAL YEAR 2015 38 SUBJECT TO THE APPROVAL OF THE MINISTRY OF CUSTOMS AND Mgmt For For TRADE AND CAPITAL MARKETS BOARD DISCUSSION OF AND DECISION ON THE AMENDMENT OF ARTICLES 3, 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 21, 24, 25 AND 26 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 39 ELECTION OF NEW BOARD MEMBERS IN ACCORDANCE WITH Mgmt Against Against RELATED LEGISLATION AND DETERMINATION OF THE NEWLY ELECTED BOARD MEMBERS TERM OF OFFICE 40 DETERMINATION OF THE REMUNERATION OF THE MEMBERS OF Mgmt For For THE BOARD OF DIRECTORS 41 DISCUSSION OF AND APPROVAL OF THE ELECTION OF THE Mgmt For For INDEPENDENT AUDIT FIRM APPOINTED BY THE BOARD OF DIRECTORS PURSUANT TO TCC AND THE CAPITAL MARKETS LEGISLATION FOR AUDITING OF THE ACCOUNTS AND FINANCIALS OF THE YEAR 2015 42 DISCUSSION OF AND APPROVAL OF INTERNAL GUIDE ON Mgmt For For GENERAL ASSEMBLY RULES OF PROCEDURES PREPARED BY THE BOARD OF DIRECTORS 43 DECISION PERMITTING THE BOARD MEMBERS TO, DIRECTLY OR Mgmt For For ON BEHALF OF OTHERS, BE ACTIVE IN AREAS FALLING WITHIN OR OUTSIDE THE SCOPE OF THE COMPANY S OPERATIONS AND TO PARTICIPATE IN COMPANIES OPERATING IN THE SAME BUSINESS AND TO PERFORM OTHER ACTS IN COMPLIANCE WITH ARTICLES 395 AND 396 OF THE TURKISH COMMERCIAL CODE 44 DISCUSSION OF AND APPROVAL OF DIVIDEND POLICY OF Mgmt For For COMPANY PURSUANT TO THE CORPORATE GOVERNANCE PRINCIPLES 45 INFORMING THE GENERAL ASSEMBLY ON THE REMUNERATION Mgmt Abstain Against RULES DETERMINED FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT, PURSUANT TO THE CORPORATE GOVERNANCE PRINCIPLES 46 INFORMING THE SHAREHOLDERS REGARDING THE GUARANTEES, Mgmt Abstain Against PLEDGES AND MORTGAGES PROVIDED BY THE COMPANY TO THIRD PARTIES OR THE DERIVED INCOME THEREOF, IN ACCORDANCE WITH THE CAPITAL MARKETS BOARD REGULATIONS 47 INFORMING THE SHAREHOLDERS ON RULE NO. 1.3.6 OF Mgmt Abstain Against CORPORATE GOVERNANCE PRINCIPLES 48 CLOSING Mgmt Abstain Against -------------------------------------------------------------------------------------------------------------------------- TURKIYE GARANTI BANKASI A.S., ISTANBUL Agenda Number: 705877794 -------------------------------------------------------------------------------------------------------------------------- Security: M4752S106 Meeting Type: OGM Ticker: Meeting Date: 09-Apr-2015 ISIN: TRAGARAN91N1 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: POWER OF Non-Voting ATTORNEY (POA) REQUIREMENTS VARY BY CUSTODIAN. GLOBAL CUSTODIANS MAY HAVE A POA IN PLACE WHICH WOULD ELIMINATE THE NEED FOR THE INDIVIDUAL BENEFICIAL OWNER POA. IN THE ABSENCE OF THIS ARRANGEMENT, AN INDIVIDUAL BENEFICIAL OWNER POA MAY BE REQUIRED. IF YOU HAVE ANY QUESTIONS PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. THANK YOU. CMMT TO ATTEND A MEETING, THE ATTENDEE(S) MUST PRESENT A Non-Voting POA ISSUED BY THE BENEFICIAL OWNER, NOTARISED BY A TURKISH NOTARY. CMMT PLEASE VOTE EITHER '' FOR'' OR ''AGAINST'' ON THE Non-Voting AGENDA ITEMS. ''ABSTAIN'' IS NOT RECOGNIZED IN THE TURKISH MARKET AND IS CONSIDERED AS ''AGAINST''. THANK YOU. 1 OPENING, FORMATION AND AUTHORIZATION OF THE BOARD OF Mgmt For For PRESIDENCY FOR SIGNING THE MINUTES OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS 2 READING AND DISCUSSION OF THE BOARD OF DIRECTORS Mgmt For For ANNUAL ACTIVITY REPORT 3 READING AND DISCUSSION OF THE INDEPENDENT AUDITORS Mgmt For For REPORTS 4 READING, DISCUSSION AND RATIFICATION OF THE FINANCIAL Mgmt For For STATEMENTS 5 RELEASE OF THE BOARD MEMBERS Mgmt For For 6 SUBMISSION FOR APPROVAL OF THE APPOINTMENT OF THE Mgmt For For BOARD MEMBER FOR THE REMAINING TERM OF OFFICE OF THE BOARD MEMBERSHIP POSITION VACATED DURING THE YEAR 7 ELECTION OF THE BOARD MEMBERS WHOSE TERMS OF OFFICE Mgmt For For HAVE BEEN EXPIRED AND INFORMING THE SHAREHOLDERS REGARDING THE EXTERNAL DUTIES CONDUCTED BY THE BOARD MEMBERS AND THE GROUNDS THEREOF IN ACCORDANCE WITH THE CORPORATE GOVERNANCE PRINCIPLE NO. 4.4.7 PROMULGATED BY CAPITAL MARKETS BOARD OF TURKEY 8 DETERMINATION OF PROFIT USAGE AND THE AMOUNT OF PROFIT Mgmt For For TO BE DISTRIBUTED ACCORDING TO THE BOARD OF DIRECTORS PROPOSAL 9 DETERMINATION OF THE REMUNERATION OF THE BOARD MEMBERS Mgmt For For 10 ELECTION OF THE INDEPENDENT AUDITOR IN ACCORDANCE WITH Mgmt For For ARTICLE 399 OF TURKISH COMMERCIAL CODE 11 INFORMING THE SHAREHOLDERS ABOUT REMUNERATION Mgmt Abstain Against PRINCIPLES OF THE BOARD MEMBERS AND DIRECTORS HAVING THE ADMINISTRATIVE RESPONSIBILITY IN ACCORDANCE WITH THE CORPORATE GOVERNANCE PRINCIPLE NO. 4.6.2 PROMULGATED BY CAPITAL MARKETS BOARD OF TURKEY 12 INFORMING THE SHAREHOLDERS WITH REGARD TO CHARITABLE Mgmt For For DONATIONS REALIZED IN 2014, AND DETERMINATION OF AN UPPER LIMIT FOR THE CHARITABLE DONATIONS TO BE MADE IN 2015 IN ACCORDANCE WITH THE BANKING LEGISLATION AND CAPITAL MARKETS BOARD REGULATIONS 13 AUTHORIZATION OF THE BOARD MEMBERS TO CONDUCT BUSINESS Mgmt For For WITH THE BANK IN ACCORDANCE WITH ARTICLES 395 AND 396 OF THE TURKISH COMMERCIAL CODE, WITHOUT PREJUDICE TO THE PROVISIONS OF THE BANKING LAW 14 INFORMING THE SHAREHOLDERS REGARDING SIGNIFICANT Mgmt Abstain Against TRANSACTIONS EXECUTED IN 2014 WHICH MAY CAUSE CONFLICT OF INTEREST IN ACCORDANCE WITH THE CORPORATE GOVERNANCE PRINCIPLE NO. 1.3.6 PROMULGATED BY CAPITAL MARKETS BOARD OF TURKEY -------------------------------------------------------------------------------------------------------------------------- VALE S.A. Agenda Number: 934183827 -------------------------------------------------------------------------------------------------------------------------- Security: 91912E105 Meeting Type: Annual Ticker: VALE Meeting Date: 17-Apr-2015 ISIN: US91912E1055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1A APPRECIATION OF THE MANAGEMENT REPORT AND ANALYSIS, Mgmt For For DISCUSSION AND VOTE OF THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014 O1B PROPOSAL FOR THE DESTINATION OF PROFITS OF THE FISCAL Mgmt For For YEAR 2014 O1C APPOINTMENT OF MEMBERS OF THE BOARD OF DIRECTORS Mgmt For For O1D APPOINTMENT OF THE MEMBERS OF THE FISCAL COUNCIL Mgmt For For O1E ESTABLISHMENT OF THE REMUNERATION OF THE MANAGEMENT Mgmt Abstain Against AND MEMBERS OF THE FISCAL COUNCIL FOR 2015 E2A PROPOSAL TO AMEND VALE BYLAWS Mgmt For For -------------------------------------------------------------------------------------------------------------------------- VALE SA, RIO DE JANEIRO Agenda Number: 705935128 -------------------------------------------------------------------------------------------------------------------------- Security: P9661Q148 Meeting Type: AGM Ticker: Meeting Date: 17-Apr-2015 ISIN: BRVALEACNPA3 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU CMMT PLEASE NOTE THAT THE PREFERRED SHAREHOLDERS CAN VOTE Non-Voting ON ITEMS 1, 2, 5, 8 AND 9 ONLY. THANK YOU. 1 TO EXAMINE, DISCUSS AND VOTE UPON THE BOARD OF Mgmt For For DIRECTORS ANNUAL REPORT, THE FINANCIAL STATEMENTS, RELATING TO FISCAL YEAR ENDED DECEMBER 31, 2014 2 PROPOSAL FOR ALLOCATION OF PROFITS FOR THE YEAR OF Mgmt For For 2014 5 TO ELECT A MEMBER OF THE BOARD OF DIRECTORS TO BE Mgmt Abstain Against APPOINTED BY THE HOLDERS OF THE PREFERRED SHARES, IN A SEPARATE ELECTION. ONE WHO IS INTERESTED IN NOMINATING A CANDIDATE MUST SEND THE SHAREHOLDER POSITION LETTER, RESUME AND DECLARATION OF NO IMPEDIMENT 8 TO ELECT A MEMBER OF THE FISCAL COUNCIL TO BE Mgmt Abstain Against APPOINTED BY THE HOLDERS OF THE PREFERRED SHARES, IN A SEPARATE ELECTION. ONE WHO IS INTERESTED IN NOMINATING A CANDIDATE MUST SEND THE SHAREHOLDER POSITION LETTER, RESUME AND DECLARATION OF NO IMPEDIMENT 9 TO SET THE REMUNERATION FOR THE MEMBERS OF THE BOARD Mgmt Abstain Against OF DIRECTORS AND FOR THE FISCAL COUNCIL IN 2014 CMMT 08 APR 2015: PLEASE NOTE THAT PREFERENCE SHAREHOLDERS Non-Voting CAN SUBMIT A MEMBER FROM THE CANDIDATES LIST ONCE THEY HAVE BEEN ELECTED OR ALTERNATIVELY A CANDIDATE OUTSIDE OF THE OFFICIAL LIST, HOWEVER WE CANNOT DO THIS THROUGH THE PROXYEDGE PLATFORM. IN ORDER TO SUBMIT A VOTE TO ELECT A CANDIDATE, CLIENTS MUST CONTACT THEIR CSR TO INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM ARE RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY'S CANDIDATE. THANK YOU CMMT 08 APR 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO ADDITION OF COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU -------------------------------------------------------------------------------------------------------------------------- WAL-MART DE MEXICO SAB DE CV, MEXICO Agenda Number: 705885638 -------------------------------------------------------------------------------------------------------------------------- Security: P98180188 Meeting Type: AGM Ticker: Meeting Date: 24-Mar-2015 ISIN: MX01WA000038 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management I PRESENTATION, DISCUSSION AND, IF DEEMED APPROPRIATE, Mgmt For For APPROVAL OF THE REPORT A. FROM THE BOARD OF DIRECTORS, B. FROM THE GENERAL DIRECTOR, C. FROM THE AUDIT AND CORPORATE PRACTICES COMMITTEES. D. REGARDING THE FULFILLMENT OF TAX OBLIGATIONS, E. REGARDING THE STAFF STOCK OPTION PLAN, F. REGARDING THE STATUS OF THE FUND FOR THE PURCHASE OF SHARES OF THE COMPANY AND OF THE SHARES OF THE COMPANY THAT WERE PURCHASED DURING 2014, G. OF THE WALMART MEXICO FOUNDATION II DISCUSSION AND, IF DEEMED APPROPRIATE, APPROVAL OF THE Mgmt For For AUDITED, CONSOLIDATED FINANCIAL STATEMENTS TO DECEMBER 31, 2014 III DISCUSSION AND, IF DEEMED APPROPRIATE, APPROVAL OF THE Mgmt For For PLAN FOR THE ALLOCATION OF RESULTS FOR THE PERIOD FROM JANUARY 1 TO DECEMBER 31, 2014, AND THE PAYMENT OF AN ORDINARY AND AN EXTRAORDINARY DIVIDEND, WHICH ARE TO BE PAID IN VARIOUS INSTALLMENTS IV DISCUSSION AND, IF DEEMED APPROPRIATE, APPROVAL OF THE Mgmt For For PLAN TO CANCEL SHARES OF THE COMPANY THAT WERE PURCHASED BY THE COMPANY AND THAT ARE CURRENTLY HELD IN TREASURY V APPOINTMENT OR RATIFICATION OF THE MEMBERS OF THE Mgmt For For BOARD OF DIRECTORS, OF THE CHAIRPERSONS OF THE AUDIT AND CORPORATE PRACTICES COMMITTEES AND OF THE COMPENSATION THAT THEY ARE TO RECEIVE DURING THE CURRENT FISCAL YEAR VI DISCUSSION AND, IF DEEMED APPROPRIATE, APPROVAL OF THE Mgmt For For RESOLUTIONS THAT ARE CONTAINED IN THE MINUTES OF THE GENERAL MEETING THAT WAS HELD AND THE DESIGNATION OF SPECIAL DELEGATES WHO WILL CARRY OUT THE RESOLUTIONS THAT ARE PASSED -------------------------------------------------------------------------------------------------------------------------- WEICHAI POWER CO LTD Agenda Number: 705773388 -------------------------------------------------------------------------------------------------------------------------- Security: Y9531A109 Meeting Type: EGM Ticker: Meeting Date: 27-Feb-2015 ISIN: CNE1000004L9 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 107/LTN20150107865.pdf AND http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 107/LTN20150107853.pdf 1 TO CONSIDER AND APPROVE THE SUPPLEMENTAL AGREEMENT TO Mgmt For For THE WEICHAI WESTPORT SUPPLY AGREEMENT DATED 8 DECEMBER 2014 IN RESPECT OF THE SUPPLY OF BASE ENGINES, GAS ENGINE PARTS, UTILITY AND LABOUR SERVICES, TECHNOLOGY DEVELOPMENT SERVICES AND RELATED PRODUCTS AND SERVICES BY THE COMPANY (AND ITS SUBSIDIARIES AND/OR ASSOCIATES) TO WEICHAI WESTPORT AND THE RELEVANT NEW CAPS 2 TO CONSIDER AND APPROVE THE SUPPLEMENTAL AGREEMENT TO Mgmt For For THE WEICHAI WESTPORT PURCHASE AGREEMENT DATED 8 DECEMBER 2014 IN RESPECT OF THE PURCHASE OF GAS ENGINES, GAS ENGINE PARTS, LABOUR SERVICES AND RELATED PRODUCTS AND SERVICES BY THE COMPANY (AND ITS SUBSIDIARIES AND/OR ASSOCIATES) FROM WEICHAI WESTPORT AND THE RELEVANT NEW CAPS 3 TO CONSIDER AND APPROVE THE SUPPLEMENTAL AGREEMENT TO Mgmt For For THE WEICHAI WESTPORT LOGISTICS AGREEMENT DATED 8 DECEMBER 2014 IN RESPECT OF THE PROVISION OF LOGISTICS AND STORAGE SERVICES BY WEICHAI LOGISTICS (AND ITS ASSOCIATES) TO WEICHAI WESTPORT AND THE RELEVANT NEW CAPS 4 TO CONSIDER AND APPROVE THE SUPPLEMENTAL AGREEMENT TO Mgmt For For THE WEICHAI WESTPORT LEASING AGREEMENT DATED 8 DECEMBER 2014 IN RESPECT OF THE LEASING OF FACTORY BUILDINGS BY THE COMPANY TO WEICHAI WESTPORT AND THE RELEVANT NEW CAPS S.1 TO CONSIDER AND APPROVE THE AMENDMENTS TO THE ARTICLES Mgmt For For OF ASSOCIATION OF THE COMPANY AS SET OUT IN THE NOTICE CONVENING THE EGM TFGT Global Real Estate Fund -------------------------------------------------------------------------------------------------------------------------- AKELIUS RESIDENTIAL PROPERTY AB, DANDERYD Agenda Number: 705907991 -------------------------------------------------------------------------------------------------------------------------- Security: W0R931101 Meeting Type: AGM Ticker: Meeting Date: 14-Apr-2015 ISIN: SE0005936713 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER Non-Voting INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED CMMT AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST Non-Voting VOTE IF THE MEETING REQUIRE APPROVAL FROM MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION. 1 ELECT CHAIRMAN OF MEETING Non-Voting 2 PREPARE AND APPROVE LIST OF SHAREHOLDERS Non-Voting 3 DESIGNATE INSPECTOR(S) OF MINUTES OF MEETING Non-Voting 4 ACKNOWLEDGE PROPER CONVENING OF MEETING Non-Voting 5 APPROVE AGENDA OF MEETING Non-Voting 6 RECEIVE FINANCIAL STATEMENTS AND STATUTORY REPORTS Non-Voting 7A ACCEPT FINANCIAL STATEMENTS AND STATUTORY REPORTS Mgmt For For 7B APPROVE ALLOCATION OF INCOME AND OMISSION OF DIVIDENDS Mgmt For For FOR ORDINARY SHARES APPROVE DIVIDENDS FOR PREFERRED SHARES 7C APPROVE DISCHARGE OF BOARD AND PRESIDENT Mgmt For For 8 APPROVE REMUNERATION IN THE AMOUNT OF SEK 400,000 FOR Mgmt For For THE CHAIRMAN AND SEK 250,000 FOR OTHER DIRECTORS APPROVE REMUNERATION OF AUDITORS 9 REELECT LEIF NORBURG, PAL AHLSEN, MICHAEL BRUSBERG, Mgmt For For ANDERS JANSON, STAFFAN JUFORS, AND IGOR OGULJ AS DIRECTORS REELECT ROGER AKELIUS AS DEPUTY DIRECTOR RATIFY OHRLINGSPRICEWATERHOUSECOOPERS AS AUDITORS 10 AMEND ARTICLES RE CHANGE LOCATION OF REGISTERED OFFICE Mgmt For For SET MINIMUM (SEK 1.1 BILLION) AND MAXIMUM (SEK 4.3 BILLION) SHARE CAPITAL SET MINIMUM (1.8 BILLION) AND MAXIMUM (7.2 BILLION) NUMBER OF SHARES MEETING NOTICE AUDITOR AND DEPUTY AUDITOR 11 APPROVE ISSUANCE OF UP TO 12.2 MILLION PREFERENTIAL Mgmt For For SHARES WITHOUT PREEMPTIVE RIGHTS 12 APPROVE TRANSFER OF COMPANY'S SUBSIDIARY, AKELIUS SPAR Mgmt For For AB, TO PARENT COMPANY AKELIUS APARTMENTS LTD 13 CLOSE MEETING Non-Voting -------------------------------------------------------------------------------------------------------------------------- APOLLO COMMERCIAL REAL ESTATE FINANCE Agenda Number: 934144116 -------------------------------------------------------------------------------------------------------------------------- Security: 03762U105 Meeting Type: Annual Ticker: ARI Meeting Date: 28-Apr-2015 ISIN: US03762U1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR JEFFREY M. GAULT Mgmt For For MARK C. BIDERMAN Mgmt For For ROBERT A. KASDIN Mgmt For For ERIC L. PRESS Mgmt For For SCOTT S. PRINCE Mgmt For For STUART A. ROTHSTEIN Mgmt For For MICHAEL E. SALVATI Mgmt For For 2 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP AS APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3 APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF Mgmt For For APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.'S NAMED EXECUTIVE OFFICERS, AS MORE FULLY DESCRIBED IN THE 2015 PROXY STATEMENT. 4 VOTE, ON AN ADVISORY BASIS, ON A STOCKHOLDER PROPOSAL Shr For REGARDING MAJORITY VOTING IN UNCONTESTED ELECTIONS OF DIRECTORS, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. -------------------------------------------------------------------------------------------------------------------------- AVIV REIT, INC. Agenda Number: 934132731 -------------------------------------------------------------------------------------------------------------------------- Security: 05381L101 Meeting Type: Special Ticker: AVIV Meeting Date: 27-Mar-2015 ISIN: US05381L1017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO APPROVE THE MERGER AND THE OTHER TRANSACTIONS Mgmt For For CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 30, 2014 BY AND AMONG OMEGA HEALTHCARE INVESTORS, INC., OHI HEALTHCARE PROPERTIES HOLDCO, INC., OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, AVIV REIT, INC., AND AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (THE "MERGER AGREEMENT"). 2. TO ADJOURN THE AVIV SPECIAL MEETING TO A LATER DATE OR Mgmt For For DATES, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT. 3. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE Mgmt For For COMPENSATION ARRANGEMENTS FOR AVIV REIT, INC.'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT. -------------------------------------------------------------------------------------------------------------------------- CAPITARETAIL CHINA TRUST Agenda Number: 705903690 -------------------------------------------------------------------------------------------------------------------------- Security: Y11234104 Meeting Type: AGM Ticker: Meeting Date: 17-Apr-2015 ISIN: SG1U25933169 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE AND ADOPT THE REPORT OF HSBC INSTITUTIONAL Mgmt For For TRUST SERVICES (SINGAPORE) LIMITED, AS TRUSTEE OF CRCT (THE "TRUSTEE"), THE STATEMENT BY CAPITARETAIL CHINA TRUST MANAGEMENT LIMITED, AS MANAGER OF CRCT (THE "MANAGER"), AND THE AUDITED FINANCIAL STATEMENTS OF CRCT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 AND THE AUDITORS' REPORT THEREON 2 TO RE-APPOINT KPMG LLP AS AUDITORS OF CRCT AND TO Mgmt For For AUTHORISE THE MANAGER TO FIX THEIR REMUNERATION 3 THAT AUTHORITY BE AND IS HEREBY GIVEN TO THE MANAGER Mgmt For For TO: (ORDINARY RESOLUTION 3) (A) (I) ISSUE UNITS IN CRCT ("UNITS") WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE; AND/OR (II) MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS (COLLECTIVELY, "INSTRUMENTS") THAT MIGHT OR WOULD REQUIRE UNITS TO BE ISSUED, INCLUDING BUT NOT LIMITED TO THE CREATION AND ISSUE OF (AS WELL AS ADJUSTMENTS TO) SECURITIES, WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE INTO UNITS, AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE MANAGER MAY IN ITS ABSOLUTE DISCRETION DEEM FIT; AND (B) ISSUE UNITS IN PURSUANCE OF ANY INSTRUMENT MADE OR GRANTED BY THE MANAGER WHILE THIS RESOLUTION WAS IN FORCE (NOTWITHSTANDING THAT THE AUTHORITY CONFERRED BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE AT THE TIME CONTD CONT CONTD SUCH UNITS ARE ISSUED), PROVIDED THAT: (1) THE Non-Voting AGGREGATE NUMBER OF UNITS TO BE ISSUED PURSUANT TO THIS RESOLUTION (INCLUDING UNITS TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION) SHALL NOT EXCEED FIFTY PER CENT. (50.0%) OF THE TOTAL NUMBER OF ISSUED UNITS (AS CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH (2) BELOW), OF WHICH THE AGGREGATE NUMBER OF UNITS TO BE ISSUED OTHER THAN ON A PRO RATA BASIS TO UNITHOLDERS (INCLUDING UNITS TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION) SHALL NOT EXCEED TWENTY PER CENT. (20.0%) OF THE TOTAL NUMBER OF ISSUED UNITS (AS CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH (2) BELOW); (2) SUBJECT TO SUCH MANNER OF CALCULATION AS MAY BE PRESCRIBED BY SINGAPORE EXCHANGE SECURITIES TRADING LIMITED (THE "SGX-ST") FOR CONTD CONT CONTD THE PURPOSE OF DETERMINING THE AGGREGATE NUMBER Non-Voting OF UNITS THAT MAY BE ISSUED UNDER SUB-PARAGRAPH (1) ABOVE, THE TOTAL NUMBER OF ISSUED UNITS SHALL BE BASED ON THE TOTAL NUMBER OF ISSUED UNITS AT THE TIME THIS RESOLUTION IS PASSED, AFTER ADJUSTING FOR: (A) ANY NEW UNITS ARISING FROM THE CONVERSION OR EXERCISE OF ANY CONVERTIBLE SECURITIES OR OPTIONS WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIME THIS RESOLUTION IS PASSED; AND (B) ANY SUBSEQUENT BONUS ISSUE, CONSOLIDATION OR SUBDIVISION OF UNITS; (3) IN EXERCISING THE AUTHORITY CONFERRED BY THIS RESOLUTION, THE MANAGER SHALL COMPLY WITH THE PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST FOR THE TIME BEING IN FORCE (UNLESS SUCH COMPLIANCE HAS BEEN WAIVED BY THE SGX-ST) AND THE TRUST DEED DATED 23 OCTOBER 2006 CONSTITUTING CRCT (AS AMENDED) (THE "TRUST DEED") FOR THE CONTD CONT CONTD TIME BEING IN FORCE (UNLESS OTHERWISE EXEMPTED Non-Voting OR WAIVED BY THE MONETARY AUTHORITY OF SINGAPORE); (4) (UNLESS REVOKED OR VARIED BY THE UNITHOLDERS IN A GENERAL MEETING) THE AUTHORITY CONFERRED BY THIS RESOLUTION SHALL CONTINUE IN FORCE UNTIL (I) THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF CRCT OR (II) THE DATE BY WHICH THE NEXT ANNUAL GENERAL MEETING OF CRCT IS REQUIRED BY APPLICABLE LAWS AND REGULATIONS OR THE TRUST DEED TO BE HELD, WHICHEVER IS THE EARLIER; (5) WHERE THE TERMS OF THE ISSUE OF THE INSTRUMENTS PROVIDE FOR ADJUSTMENT TO THE NUMBER OF INSTRUMENTS OR UNITS INTO WHICH THE INSTRUMENTS MAY BE CONVERTED IN THE EVENT OF RIGHTS, BONUS OR OTHER CAPITALISATION ISSUES OR ANY OTHER EVENTS, THE MANAGER IS AUTHORISED TO ISSUE ADDITIONAL INSTRUMENTS OR UNITS PURSUANT TO SUCH ADJUSTMENT NOTWITHSTANDING CONTD CONT CONTD THAT THE AUTHORITY CONFERRED BY THIS RESOLUTION Non-Voting MAY HAVE CEASED TO BE IN FORCE AT THE TIME THE INSTRUMENTS OR UNITS ARE ISSUED; AND (6) THE MANAGER AND THE TRUSTEE BE AND ARE HEREBY SEVERALLY AUTHORISED TO COMPLETE AND DO ALL SUCH ACTS AND THINGS (INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED) AS THE MANAGER OR, AS THE CASE MAY BE, THE TRUSTEE MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE INTERESTS OF CRCT TO GIVE EFFECT TO THE AUTHORITY CONFERRED BY THIS RESOLUTION 4 THAT: (ORDINARY RESOLUTION 4) (A) THE EXERCISE OF ALL Mgmt For For THE POWERS OF THE MANAGER TO REPURCHASE ISSUED UNITS FOR AND ON BEHALF OF CRCT NOT EXCEEDING IN AGGREGATE THE MAXIMUM LIMIT (AS HEREAFTER DEFINED), AT SUCH PRICE OR PRICES AS MAY BE DETERMINED BY THE MANAGER FROM TIME TO TIME UP TO THE MAXIMUM PRICE (AS HEREAFTER DEFINED), WHETHER BY WAY OF: (I) MARKET REPURCHASE(S) ON THE SGX-ST AND/OR, AS THE CASE MAY BE, SUCH OTHER STOCK EXCHANGE FOR THE TIME BEING ON WHICH THE UNITS MAY BE LISTED AND QUOTED; AND/OR (II) OFF-MARKET REPURCHASE(S) (WHICH ARE NOT MARKET REPURCHASE(S)) IN ACCORDANCE WITH ANY EQUAL ACCESS SCHEME(S) AS MAY BE DETERMINED OR FORMULATED BY THE MANAGER AS IT CONSIDERS FIT IN ACCORDANCE WITH THE TRUST DEED, AND OTHERWISE IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS INCLUDING THE RULES OF THE SGX-ST CONTD CONT CONTD OR, AS THE CASE MAY BE, SUCH OTHER STOCK Non-Voting EXCHANGE FOR THE TIME BEING ON WHICH THE UNITS MAY BE LISTED AND QUOTED, BE AND IS HEREBY AUTHORISED AND APPROVED GENERALLY AND UNCONDITIONALLY (THE "UNIT BUY-BACK MANDATE"); (B) (UNLESS REVOKED OR VARIED BY THE UNITHOLDERS IN A GENERAL MEETING) THE AUTHORITY CONFERRED ON THE MANAGER PURSUANT TO THE UNIT BUY-BACK MANDATE MAY BE EXERCISED BY THE MANAGER AT ANY TIME AND FROM TIME TO TIME DURING THE PERIOD COMMENCING FROM THE DATE OF THE PASSING OF THIS RESOLUTION AND EXPIRING ON THE EARLIEST OF: (I) THE DATE ON WHICH THE NEXT ANNUAL GENERAL MEETING OF CRCT IS HELD; (II) THE DATE BY WHICH THE NEXT ANNUAL GENERAL MEETING OF CRCT IS REQUIRED BY APPLICABLE LAWS AND REGULATIONS OR THE TRUST DEED TO BE HELD; OR (III) THE DATE ON WHICH REPURCHASE OF UNITS PURSUANT TO THE UNIT BUY-CONTD CONT CONTD BACK MANDATE IS CARRIED OUT TO THE FULL EXTENT Non-Voting MANDATED; (C) IN THIS RESOLUTION: "AVERAGE CLOSING PRICE" MEANS THE AVERAGE OF THE CLOSING MARKET PRICES OF THE UNITS OVER THE LAST FIVE MARKET DAYS, ON WHICH TRANSACTIONS IN THE UNITS WERE RECORDED, IMMEDIATELY PRECEDING THE DATE OF THE MARKET REPURCHASE OR, AS THE CASE MAY BE, THE DATE OF THE MAKING OF THE OFFER PURSUANT TO THE OFF-MARKET REPURCHASE, AND DEEMED TO BE ADJUSTED FOR ANY CORPORATE ACTION THAT OCCURS AFTER THE RELEVANT FIVE MARKET DAYS; "DATE OF THE MAKING OF THE OFFER" MEANS THE DATE ON WHICH THE MANAGER MAKES AN OFFER FOR AN OFF-MARKET REPURCHASE, STATING THEREIN THE REPURCHASE PRICE (WHICH SHALL NOT BE MORE THAN THE MAXIMUM PRICE FOR AN OFF-MARKET REPURCHASE) FOR EACH UNIT AND THE RELEVANT TERMS OF THE EQUAL ACCESS SCHEME FOR EFFECTING THE OFF-MARKET CONTD CONT CONTD REPURCHASE; "MARKET DAY" MEANS A DAY ON WHICH Non-Voting THE SGX-ST AND/OR, AS THE CASE MAY BE, SUCH OTHER STOCK EXCHANGE FOR THE TIME BEING ON WHICH THE UNITS MAY BE LISTED AND QUOTED, IS OPEN FOR TRADING IN SECURITIES; "MAXIMUM LIMIT" MEANS THAT NUMBER OF UNITS REPRESENTING 2.5% OF THE TOTAL NUMBER OF ISSUED UNITS AS AT THE DATE OF THE PASSING OF THIS RESOLUTION; AND "MAXIMUM PRICE" IN RELATION TO A UNIT TO BE REPURCHASED, MEANS THE REPURCHASE PRICE (EXCLUDING BROKERAGE, STAMP DUTY, COMMISSION, APPLICABLE GOODS AND SERVICES TAX AND OTHER RELATED EXPENSES) WHICH SHALL NOT EXCEED: (I) IN THE CASE OF A MARKET REPURCHASE OF A UNIT, 105.0% OF THE AVERAGE CLOSING PRICE OF THE UNITS; AND (II) IN THE CASE OF AN OFF-MARKET REPURCHASE OF A UNIT, 110.0% OF THE AVERAGE CLOSING PRICE OF THE UNITS; AND (D) THE MANAGER AND THE TRUSTEE BE CONTD CONT CONTD AND ARE HEREBY SEVERALLY AUTHORISED TO COMPLETE Non-Voting AND DO ALL SUCH ACTS AND THINGS (INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED) AS THE MANAGER OR, AS THE CASE MAY BE, THE TRUSTEE MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE INTERESTS OF CRCT TO GIVE EFFECT TO THE TRANSACTIONS CONTEMPLATED AND/OR AUTHORISED BY THIS RESOLUTION 5 THAT AUTHORITY BE AND IS HEREBY GIVEN TO THE MANAGER, Mgmt For For FOR THE PURPOSES OF, IN CONNECTION WITH OR WHERE CONTEMPLATED BY THE DISTRIBUTION REINVESTMENT PLAN ESTABLISHED BY CRCT (THE "DISTRIBUTION REINVESTMENT PLAN"), TO: (A) ISSUE FROM TIME TO TIME, SUCH NUMBER OF UNITS AS MAY BE REQUIRED TO BE ISSUED; AND (B) ISSUE SUCH NUMBER OF UNITS AS MAY BE REQUIRED TO BE ISSUED IN PURSUANCE OF THE APPLICATION OF THE DISTRIBUTION REINVESTMENT PLAN TO ANY DISTRIBUTION WHICH WAS APPROVED WHILE THE AUTHORITY CONFERRED BY THIS RESOLUTION WAS IN FORCE (NOTWITHSTANDING THAT THE AUTHORITY CONFERRED BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE AT THE TIME SUCH UNITS ARE ISSUED), AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND TO OR WITH SUCH PERSONS AS THE MANAGER MAY, IN ITS ABSOLUTE DISCRETION, DEEM FIT -------------------------------------------------------------------------------------------------------------------------- CITYCON OYJ, HELSINKI Agenda Number: 705821191 -------------------------------------------------------------------------------------------------------------------------- Security: X1422T116 Meeting Type: AGM Ticker: Meeting Date: 19-Mar-2015 ISIN: FI0009002471 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER Non-Voting INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED CMMT A POA IS NEEDED TO APPOINT OWN REPRESENTATIVE BUT IS Non-Voting NOT NEEDED IF A FINNISH SUB/BANK IS APPOINTED EXCEPT IF THE SHAREHOLDER IS FINNISH THEN A POA WOULD STILL BE REQUIRED. 1 OPENING OF THE MEETING Non-Voting 2 CALLING THE MEETING TO ORDER Non-Voting 3 ELECTION OF PERSONS TO SCRUTINIZE THE MINUTES AND TO Non-Voting SUPERVISE THE COUNTING OF VOTES 4 RECORDING THE LEGALITY OF THE MEETING Non-Voting 5 RECORDING THE ATTENDANCE AT THE MEETING AND ADOPTION Non-Voting OF THE LIST OF VOTES 6 PRESENTATION OF THE FINANCIAL STATEMENTS AND THE Non-Voting REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2014 7 PRESENTATION OF THE AUDITOR'S REPORT Non-Voting 8 ADOPTION OF THE FINANCIAL STATEMENTS Mgmt For For 9 RESOLUTION ON THE USE OF PROFIT SHOWN ON THE BALANCE Mgmt For For SHEET AND THE PAYMENT OF DIVIDEND AND RESOLUTION ON THE DISTRIBUTION OF ASSETS FROM THE INVESTED UNRESTRICTED EQUITY FUND THE BOARD PROPOSES THAT NO DIVIDEND BE PAID FOR THE FINANCIAL YEAR 2014 AND AN EQUITY REPAYMENT OF EUR 0,15 PER SHARE BE PAID FROM THE INVESTED UNRESTRICTED EQUITY FUND 10 RESOLUTION ON THE DISCHARGE OF THE MEMBERS OF THE Mgmt For For BOARD OF DIRECTORS AND THE CEO FROM LIABILITY 11 RESOLUTION ON THE REMUNERATION OF MEMBERS OF THE BOARD Mgmt For For OF DIRECTORS 12 RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF Mgmt For For DIRECTORS THE BOARD OF DIRECTORS' NOMINATION AND REMUNERATION COMMITTEE PROPOSES THAT THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS SHALL BE TEN (10) 13 ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS THE Mgmt For For BOARD OF DIRECTORS' NOMINATION AND REMUNERATION COMMITTEE PROPOSES THAT R.ASHKENAZI,C.KATZMAN,B.KNOBLOCH,A.DE HAAN,K.KOMI, A.ORLANDI,C.OTTOSSON,P-A.OVIN AND A.ZOCHOVITZKY BE RE-ELECTED AND THAT R.LAVINE BE ELECTED AS NEW MEMBER 14 RESOLUTION ON THE REMUNERATION OF THE AUDITOR Mgmt For For 15 ELECTION OF THE AUDITOR THE BOARD OF DIRECTORS' AUDIT Mgmt For For AND GOVERNANCE COMMITTEE PROPOSES THAT ERNST AND YOUNG OY BE RE-ELECTED 16 AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON THE Mgmt For For ISSUANCE OF SHARES AS WELL AS THE ISSUANCE OF SPECIAL RIGHTS ENTITLING TO SHARES 17 AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON THE Mgmt For For REPURCHASE AND/OR ON THE ACCEPTANCE AS PLEDGE OF THE COMPANY'S OWN SHARES 18 CLOSING OF THE MEETING Non-Voting -------------------------------------------------------------------------------------------------------------------------- CROMWELL PROPERTY GROUP, BRISBANE Agenda Number: 705946474 -------------------------------------------------------------------------------------------------------------------------- Security: Q2995J103 Meeting Type: EGM Ticker: Meeting Date: 29-Apr-2015 ISIN: AU000000CMW8 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSAL Non-Voting 1, AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 1 RATIFICATION OF THE ISSUE OF CONVERTIBLE BONDS FOR THE Mgmt For For PURPOSES OF ASX LISTING RULE 7.4 -------------------------------------------------------------------------------------------------------------------------- DEUTSCHE BANK MEXICO SA INSTITUCION DE BANCA MULTI Agenda Number: 705946234 -------------------------------------------------------------------------------------------------------------------------- Security: P4559M101 Meeting Type: EGM Ticker: Meeting Date: 13-Apr-2015 ISIN: MXCFFI170008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management I PROPOSAL, DISCUSSION AND, IF DEEMED APPROPRIATE, Mgmt For For RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT FULL AND OR ALTERNATE MEMBERS OF THE TECHNICAL COMMITTEE AND, IF DEEMED APPROPRIATE, CLASSIFICATION OF THEIR INDEPENDENCE IN ACCORDANCE WITH THE TERMS THAT ARE ESTABLISHED IN SECTION 4.3, LINE A, NUMBER III, AND SECTION 5.2, LINE B, NUMBER II, OF THE TRUST II PROPOSAL, DISCUSSION AND, IF DEEMED APPROPRIATE, Mgmt For For APPROVAL OF THE COMPENSATION FOR THE INDEPENDENT FULL AND OR ALTERNATE MEMBERS OF THE TECHNICAL COMMITTEE, IN ACCORDANCE WITH THE TERMS THAT ARE ESTABLISHED IN SECTION 5.3 OF THE TRUST III PROPOSAL, DISCUSSION AND, IF DEEMED APPROPRIATE, Mgmt For For APPROVAL OF THE AUDITED ANNUAL FINANCIAL STATEMENTS OF THE TRUST, IN ACCORDANCE WITH THE TERMS THAT ARE ESTABLISHED IN SECTION 4.3, LINE A, NUMBER I, OF THE TRUST IV PROPOSAL, DISCUSSION AND, IF DEEMED APPROPRIATE, Mgmt For For APPROVAL OF THE ANNUAL REPORT OF THE TRUST, IN ACCORDANCE WITH THE TERMS THAT ARE ESTABLISHED IN SECTION 4.3, LINE A, NUMBER II, OF THE TRUST V PROPOSAL, DISCUSSION AND, IF DEEMED APPROPRIATE, Mgmt For For APPROVAL OF THE UPDATING OF THE REGISTRATION OF THE CBFIS BEFORE THE RNV AND, AS A CONSEQUENCE, THE EXCHANGE OF THE SECURITY DEPOSITED AT INDEVAL. THE FOREGOING IS DERIVED FROM THE VARIOUS CHANGES IN THE NUMBER OF CBFIS IN CIRCULATION BY VIRTUE OF THE INITIAL ISSUANCE, THE OVER ALLOTMENT AND THE ADDITIONAL ISSUANCE OF THE ADDITIONAL CBFIS, AND OTHER MEASURES, PUBLICATIONS AND NOTICES RELATED TO THE FOREGOING VI PROPOSAL, DISCUSSION AND, IF DEEMED APPROPRIATE, Mgmt For For APPROVAL TO INSTRUCT THE JOINT REPRESENTATIVE AND OR THE TRUSTEE TO CARRY OUT THE ACTS THAT ARE NECESSARY AND OR CONVENIENT TO FULFILL THE RESOLUTIONS THAT ARE PASSED BASED ON THAT WHICH IS CONTAINED IN ITEM V OF THE AGENDA OF THE GENERAL MEETING, INCLUDING, BUT NOT LIMITED TO, OBTAINING AUTHORIZATIONS FROM THE APPROPRIATE AUTHORITIES AND THE SIGNING OF ALL THE DOCUMENTS THAT MAY BE PERTINENT, AS WELL AS THE STEPS OF UPDATING THE REGISTRATION OF THE CBFIS BEFORE THE RNV AND THE EXCHANGE OF THE SECURITY THAT IS DEPOSITED WITH INDEVAL, RESULTING FROM THE VARIOUS CHANGES IN THE NUMBER OF CBFIS IN CIRCULATION BY VIRTUE OF THE CONTD CONT CONTD INITIAL ISSUANCE, THE OVER ALLOTMENT AND THE Non-Voting ADDITIONAL ISSUANCE OF THE ADDITIONAL CBFIS, AND OTHER MEASURES, PUBLICATIONS AND NOTICES RELATED TO THE FOREGOING VII DESIGNATION OF DELEGATES WHO, IF DEEMED APPROPRIATE, Mgmt For For WILL FORMALIZE AND CARRY OUT THE RESOLUTIONS THAT ARE PASSED AT THE GENERAL MEETING -------------------------------------------------------------------------------------------------------------------------- DEUTSCHE BANK MEXICO SA INSTITUCION DE BANCA MULTI Agenda Number: 705996380 -------------------------------------------------------------------------------------------------------------------------- Security: P3515D155 Meeting Type: EGM Ticker: Meeting Date: 23-Apr-2015 ISIN: MXCFFI0U0002 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management I PROPOSAL, DISCUSSION AND, IF DEEMED APPROPRIATE, Mgmt For For APPROVAL OF THE ANNUAL, AUDITED FINANCIAL STATEMENTS OF THE TRUST FOR THE 2014 FISCAL YEAR, IN ACCORDANCE WITH THAT WHICH IS ESTABLISHED IN SECTION 4.3, LINE A, ITEM I, OF THE TRUST II PROPOSAL, DISCUSSION AND, IF DEEMED APPROPRIATE, Mgmt For For APPROVAL OF THE ANNUAL REPORT OF THE TRUST FOR THE 2014 FISCAL YEAR, IN ACCORDANCE WITH THAT WHICH IS ESTABLISHED IN SECTION 4.3, LINE A, ITEM II OF THE TRUST III DESIGNATION OF DELEGATES WHO, IF DEEMED APPROPRIATE, Mgmt For For WILL FORMALIZE AND CARRY OUT THE RESOLUTIONS THAT ARE PASSED BY THE GENERAL MEETING WITH REGARD TO THE PRECEDING ITEMS -------------------------------------------------------------------------------------------------------------------------- FORTUNE REAL ESTATE INVESTMENT TRUST Agenda Number: 705919213 -------------------------------------------------------------------------------------------------------------------------- Security: Y2616W104 Meeting Type: AGM Ticker: Meeting Date: 17-Apr-2015 ISIN: SG1O33912138 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 312/LTN20150312025.pdf AND http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 312/LTN20150312027.pdf CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF Non-Voting "ABSTAIN" WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE. 1 TO RECEIVE AND ADOPT THE TRUSTEE'S REPORT, STATEMENT Mgmt For For BY THE MANAGER, AUDITED FINANCIAL STATEMENTS OF FORTUNE REIT FOR THE YEAR ENDED 31 DECEMBER 2014 AND THE AUDITOR'S REPORT THEREON 2 TO RE-APPOINT DELOITTE & TOUCHE LLP AND DELOITTE Mgmt For For TOUCHE TOHMATSU AS AUDITORS OF FORTUNE REIT AND AUTHORISE THE MANAGER TO FIX THE AUDITORS' REMUNERATION 3 TO AUTHORISE THE MANAGER TO ISSUE UNITS AND TO MAKE OR Mgmt For For GRANT CONVERTIBLE INSTRUMENTS 4 TO TRANSACT SUCH OTHER BUSINESS AS MAY BE TRANSACTED Mgmt For Against AT THE AGM -------------------------------------------------------------------------------------------------------------------------- FORTUNE REAL ESTATE INVESTMENT TRUST Agenda Number: 705938302 -------------------------------------------------------------------------------------------------------------------------- Security: Y2616W104 Meeting Type: EGM Ticker: Meeting Date: 17-Apr-2015 ISIN: SG1O33912138 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF Non-Voting "ABSTAIN" WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE. CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 325/LTN20150325105.pdf AND http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 325/LTN20150325099.pdf 1 TO APPROVE (I) THE REVISED DIVESTMENT FEE STRUCTURE Mgmt For For AND (II) THE DIVESTMENT FEE AMENDMENTS AS SET OUT IN THE CIRCULAR 2 TO APPROVE THE UNIT BUY-BACK AMENDMENTS AS SET OUT IN Mgmt For For THE CIRCULAR 3 TO APPROVE THE WAIVER MODIFICATION AND EXTENSION, Mgmt For For INCLUDING THE PROPOSED ANNUAL CAPS AS MORE FULLY DESCRIBED IN THE CIRCULAR 4 SUBJECT TO AND CONDITIONAL UPON THE PASSING OF Mgmt For For EXTRAORDINARY RESOLUTION 2, TO APPROVE THE UNIT BUY-BACK MANDATE AS SET OUT IN THE CIRCULAR -------------------------------------------------------------------------------------------------------------------------- GENERAL GROWTH PROPERTIES, INC Agenda Number: 934130597 -------------------------------------------------------------------------------------------------------------------------- Security: 370023103 Meeting Type: Annual Ticker: GGP Meeting Date: 16-Apr-2015 ISIN: US3700231034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: RICHARD B. CLARK Mgmt For For 1B. ELECTION OF DIRECTOR: MARY LOU FIALA Mgmt For For 1C. ELECTION OF DIRECTOR: J. BRUCE FLATT Mgmt For For 1D. ELECTION OF DIRECTOR: JOHN K. HALEY Mgmt For For 1E. ELECTION OF DIRECTOR: DANIEL B. HURWITZ Mgmt For For 1F. ELECTION OF DIRECTOR: BRIAN W. KINGSTON Mgmt For For 1G. ELECTION OF DIRECTOR: SANDEEP MATHRANI Mgmt For For 1H. ELECTION OF DIRECTOR: DAVID J. NEITHERCUT Mgmt For For 1I. ELECTION OF DIRECTOR: MARK R. PATTERSON Mgmt For For 2. RATIFICATION OF THE SELECTION OF INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM. 3. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION Mgmt For For PAID TO THE NAMED EXECUTIVE OFFICERS. 4. SHAREHOLDER PROPOSAL ON A POLICY THAT A SIGNIFICANT Shr For Against PORTION OF FUTURE STOCK OPTION GRANTS TO SENIOR EXECUTIVES BE PERFORMANCE-BASED. -------------------------------------------------------------------------------------------------------------------------- HCP, INC. Agenda Number: 934144293 -------------------------------------------------------------------------------------------------------------------------- Security: 40414L109 Meeting Type: Annual Ticker: HCP Meeting Date: 30-Apr-2015 ISIN: US40414L1098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: BRIAN G. CARTWRIGHT Mgmt For For 1B. ELECTION OF DIRECTOR: CHRISTINE N. GARVEY Mgmt For For 1C. ELECTION OF DIRECTOR: DAVID B. HENRY Mgmt For For 1D. ELECTION OF DIRECTOR: JAMES P. HOFFMANN Mgmt For For 1E. ELECTION OF DIRECTOR: LAURALEE E. MARTIN Mgmt For For 1F. ELECTION OF DIRECTOR: MICHAEL D. MCKEE Mgmt For For 1G. ELECTION OF DIRECTOR: PETER L. RHEIN Mgmt For For 1H. ELECTION OF DIRECTOR: JOSEPH P. SULLIVAN Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP AS HCP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3. APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE Mgmt For For COMPENSATION. 4. STOCKHOLDER PROPOSAL - PROXY ACCESS. Shr For Against -------------------------------------------------------------------------------------------------------------------------- HUDSON PACIFIC PROPERTIES, INC. Agenda Number: 934120471 -------------------------------------------------------------------------------------------------------------------------- Security: 444097109 Meeting Type: Special Ticker: HPP Meeting Date: 05-Mar-2015 ISIN: US4440971095 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. THE PROPOSAL TO APPROVE THE ISSUANCE OF UP TO AN Mgmt For For AGGREGATE AMOUNT OF 63,474,791 SHARES OF COMMON STOCK OF HUDSON PACIFIC PROPERTIES, INC. AND COMMON UNITS OF LIMITED PARTNERSHIP INTEREST IN HUDSON PACIFIC PROPERTIES, L.P., AS CONTEMPLATED BY THE ASSET PURCHASE AGREEMENT, DATED AS OF DECEMBER 6, 2014, AND ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 2. THE PROPOSAL TO ADJOURN THE SPECIAL MEETING IF Mgmt For For NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE THE EQUITY ISSUANCE AS CONTEMPLATED BY THE ASSET PURCHASE AGREEMENT -------------------------------------------------------------------------------------------------------------------------- HUFVUDSTADEN AB, STOCKHOLM Agenda Number: 705843503 -------------------------------------------------------------------------------------------------------------------------- Security: W30061126 Meeting Type: AGM Ticker: Meeting Date: 26-Mar-2015 ISIN: SE0000170375 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER Non-Voting INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED CMMT AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST Non-Voting VOTE IF THE MEETING REQUIRE APPROVAL FROM MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION. 1 OPENING OF THE MEETING Non-Voting 2 ELECTION OF CHAIRMAN OF THE MEETING Non-Voting 3 PREPARATION AND APPROVAL OF VOTING LIST Non-Voting 4 ELECTION OF ONE OR TWO PERSONS TO VERIFY THE MINUTES Non-Voting 5 APPROVAL OF THE AGENDA Non-Voting 6 DETERMINATION OF WHETHER THE MEETING HAS BEEN DULY Non-Voting CONVENED 7 PRESENTATION BY THE CEO Non-Voting 8 PRESENTATION OF THE ANNUAL REPORT AND AUDIT REPORT AND Non-Voting CONSOLIDATED FINANCIAL STATEMENTS AND THE CONSOLIDATED AUDIT REPORT (INCLUDING THE AUDITORS OPINION ON THE GUIDELINES FOR REMUNERATION TO SENIOR EXECUTIVES APPLICABLE SINCE THE LAST ANNUAL GENERAL MEETING) 9 DECISION REGARDING DETERMINATION OF THE INCOME Mgmt For For STATEMENT PRESENTED IN THE ANNUAL REPORT AND THE BALANCE SHEET, AND CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED BALANCE SHEET 10 DECISION REGARDING APPROPRIATION OF THE COMPANYS Mgmt For For PROFIT OR LOSS ACCORDING TO THE ADOPTED BALANCE SHEET 11 DECISION REGARDING DISCHARGE FROM LIABILITY TOWARDS Mgmt For For THE COMPANY OF THE BOARD MEMBERS AND THE CEO 12 DETERMINATION OF THE NUMBER OF DIRECTORS OF THE BOARD, Mgmt For For AND AUDITORS AND DEPUTY AUDITORS 13 DETERMINATION OF REMUNERATION TO BOARD MEMBERS AND Mgmt For For AUDITORS 14 THE CHAIRMANS PRESENTATION OF THE POSITIONS IN OTHER Mgmt For For COMPANIES HELD BY THE PROPOSED DIRECTORS TO THE BOARD, AND THE ELECTION OF BOARD MEMBERS AND AUDITORS AND DEPUTY AUDITORS FOR THE PERIOD UNTIL THE END OF THE NEXT ANNUAL GENERAL MEETING 15 DECISION REGARDING GUIDELINES FOR REMUNERATION TO Mgmt For For SENIOR EXECUTIVES 16 DECISION TO AUTHORIZE THE BOARD TO ACQUIRE AND Mgmt For For TRANSFER CLASS A SHARES 17.A DECISION ON THE PROPOSAL FROM THE SHAREHOLDER THORWALD Mgmt For For ARVIDSSON THAT THE ANNUAL GENERAL MEETING SHALL INSTRUCT THE BOARD: TO ASCRIBE TO THE GOVERNMENT WITH THE REQUEST TO URGENTLY APPOINT AN INVESTIGATION, WHOSE TASK IS TO URGENTLY DEVELOP A PROPOSAL TO AMEND THE COMPANIES ACT, MEANING THAT THE POSSIBILITY OF SO CALLED VOTING RIGHTS GRADATION SHALL BE ABOLISHED 17.B DECISION ON THE PROPOSAL FROM THE SHAREHOLDER THORWALD Mgmt For For ARVIDSSON THAT THE ANNUAL GENERAL MEETING SHALL INSTRUCT THE BOARD: TO TAKE APPROPRIATE ACTION TO, IF POSSIBLE, FORM A SHAREHOLDER ASSOCIATION OF THE COMPANY 18 DECISION ON THE PROPOSAL FROM THE SHAREHOLDER THORWALD Mgmt For For ARVIDSSON TO AMEND THE ARTICLES OF ASSOCIATION 19 CLOSING OF THE MEETING Non-Voting CMMT PLEASE NOTE THAT THE BOARD MAKES NO RECOMMENDATION ON Non-Voting RES. 17.A, 17.B AND 18. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- KEPPEL REIT, SINGAPORE Agenda Number: 705948137 -------------------------------------------------------------------------------------------------------------------------- Security: Y4740G104 Meeting Type: AGM Ticker: Meeting Date: 14-Apr-2015 ISIN: SG1T22929874 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID Non-Voting 442863 DUE TO ADDITION OF RESOLUTION 7. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1 TO RECEIVE AND ADOPT THE REPORT OF RBC INVESTOR Mgmt For For SERVICES TRUST SINGAPORE LIMITED, AS TRUSTEE OF KEPPEL REIT (THE "TRUSTEE"), THE STATEMENT BY KEPPEL REIT MANAGEMENT LIMITED, AS MANAGER OF KEPPEL REIT (THE "MANAGER"), AND THE AUDITED FINANCIAL STATEMENTS OF KEPPEL REIT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 AND THE AUDITORS' REPORT THEREON 2 TO RE-APPOINT MESSRS ERNST & YOUNG LLP AS THE AUDITORS Mgmt For For OF KEPPEL REIT AND TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT AGM OF KEPPEL REIT, AND TO AUTHORISE THE MANAGER TO FIX THEIR REMUNERATION 3 TO RE-ENDORSE THE APPOINTMENT OF THE FOLLOWING Mgmt For For DIRECTOR OF THE MANAGER (THE "DIRECTOR"), PURSUANT TO THE UNDERTAKING DATED 24 MARCH 2014 PROVIDED BY KEPPEL LAND LIMITED TO THE TRUSTEE: DR CHIN WEI-LI, AUDREY MARIE 4 TO RE-ENDORSE THE APPOINTMENT OF THE FOLLOWING Mgmt For For DIRECTOR OF THE MANAGER (THE "DIRECTOR"), PURSUANT TO THE UNDERTAKING DATED 24 MARCH 2014 PROVIDED BY KEPPEL LAND LIMITED TO THE TRUSTEE: MS NG HSUEH LING 5 TO RE-ENDORSE THE APPOINTMENT OF THE FOLLOWING Mgmt For For DIRECTOR OF THE MANAGER (THE "DIRECTOR"), PURSUANT TO THE UNDERTAKING DATED 24 MARCH 2014 PROVIDED BY KEPPEL LAND LIMITED TO THE TRUSTEE: MR TAN CHIN HWEE 6 THAT AUTHORITY BE AND IS HEREBY GIVEN TO THE MANAGER, Mgmt For For TO (A) (I) ISSUE UNITS IN KEPPEL REIT ("UNITS") WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE, AND INCLUDING ANY CAPITALISATION OF ANY SUM FOR THE TIME BEING STANDING TO THE CREDIT OF ANY OF KEPPEL REIT'S RESERVE ACCOUNTS OR ANY SUM STANDING TO THE CREDIT OF THE PROFIT AND LOSS ACCOUNT OR OTHERWISE AVAILABLE FOR DISTRIBUTION; AND/OR (II) MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS THAT MIGHT OR WOULD REQUIRE UNITS TO BE ISSUED, INCLUDING BUT NOT LIMITED TO THE CREATION AND ISSUE OF (AS WELL AS ADJUSTMENTS TO) SECURITIES, WARRANTS, OPTIONS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE INTO UNITS (COLLECTIVELY, "INSTRUMENTS"), AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE MANAGER MAY IN ITS ABSOLUTE DISCRETION DEEM FIT; AND (B) ISSUE UNITS IN PURSUANCE OF ANY INSTRUMENT MADE OR GRANTED BY THE MANAGER WHILE THIS RESOLUTION WAS IN FORCE (NOTWITHSTANDING THAT THE AUTHORITY CONFERRED BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE), PROVIDED THAT: (1) THE AGGREGATE NUMBER OF UNITS TO BE ISSUED PURSUANT TO THIS RESOLUTION (INCLUDING UNITS TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION AND ANY ADJUSTMENT EFFECTED UNDER ANY RELEVANT INSTRUMENT) SHALL NOT EXCEED FIFTY PER CENT. (50%) OF THE TOTAL NUMBER OF ISSUED UNITS (AS CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH (2) BELOW), OF WHICH THE AGGREGATE NUMBER OF UNITS TO BE ISSUED OTHER THAN ON A PRO RATA BASIS TO UNITHOLDERS (INCLUDING UNITS TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION AND ANY ADJUSTMENT EFFECTED UNDER ANY RELEVANT INSTRUMENT) SHALL NOT EXCEED TWENTY PER CENT. (20%) OF THE TOTAL NUMBER OF ISSUED UNITS (AS CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH (2) BELOW); (2) SUBJECT TO SUCH MANNER OF CALCULATION AS MAY BE PRESCRIBED BY THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED ("SGX-ST") FOR THE PURPOSE OF DETERMINING THE AGGREGATE NUMBER OF UNITS THAT MAY BE ISSUED UNDER SUB-PARAGRAPH (1) ABOVE, THE PERCENTAGE OF ISSUED UNITS SHALL BE CALCULATED BASED ON THE TOTAL NUMBER OF ISSUED UNITS AT THE TIME THIS RESOLUTION IS PASSED, AFTER ADJUSTING FOR: (A) ANY NEW UNITS ARISING FROM THE CONVERSION OR EXERCISE OF ANY INSTRUMENTS WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIME THIS RESOLUTION IS PASSED; AND (B) ANY SUBSEQUENT BONUS ISSUE, CONSOLIDATION OR SUBDIVISION OF UNITS; (3) IN EXERCISING THE AUTHORITY CONFERRED BY THIS RESOLUTION, THE MANAGER SHALL COMPLY WITH THE PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST FOR THE TIME BEING IN FORCE (UNLESS SUCH COMPLIANCE HAS BEEN WAIVED BY THE SGX-ST) AND THE TRUST DEED CONSTITUTING KEPPEL REIT (AS AMENDED) (THE "TRUST DEED") FOR THE TIME BEING IN FORCE (UNLESS OTHERWISE EXEMPTED OR WAIVED BY THE MONETARY AUTHORITY OF SINGAPORE); (4) (UNLESS REVOKED OR VARIED BY THE UNITHOLDERS IN A GENERAL MEETING) THE AUTHORITY CONFERRED BY THIS RESOLUTION SHALL CONTINUE IN FORCE UNTIL (I) THE CONCLUSION OF THE NEXT AGM OF KEPPEL REIT OR (II) THE DATE BY WHICH THE NEXT AGM OF KEPPEL REIT IS REQUIRED BY APPLICABLE REGULATIONS TO BE HELD, WHICHEVER IS EARLIER; (5) WHERE THE TERMS OF THE ISSUE OF THE INSTRUMENTS PROVIDE FOR ADJUSTMENT TO THE NUMBER OF INSTRUMENTS OR UNITS INTO WHICH THE INSTRUMENTS MAY BE CONVERTED, IN THE EVENT OF RIGHTS, BONUS OR OTHER CAPITALISATION ISSUES OR ANY OTHER EVENTS, THE MANAGER IS AUTHORISED TO ISSUE ADDITIONAL INSTRUMENTS OR UNITS PURSUANT TO SUCH ADJUSTMENT NOTWITHSTANDING THAT THE AUTHORITY CONFERRED BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE AT THE TIME THE INSTRUMENTS OR UNITS ARE ISSUED; AND (6) THE MANAGER AND THE TRUSTEE BE AND ARE HEREBY SEVERALLY AUTHORISED TO COMPLETE AND DO ALL SUCH ACTS AND THINGS (INCLUDING, WITHOUT LIMITATION, EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED) AS THE MANAGER OR, AS THE CASE MAY BE, THE TRUSTEE MAY CONSIDER NECESSARY, EXPEDIENT, INCIDENTAL OR IN THE INTEREST OF KEPPEL REIT TO GIVE EFFECT TO THE AUTHORITY CONTEMPLATED AND/OR AUTHORISED BY THIS RESOLUTION 7 TO TRANSACT SUCH OTHER BUSINESS AS MAY BE TRANSACTED Mgmt For Against AT AN AGM -------------------------------------------------------------------------------------------------------------------------- LANGHAM HOSPITALITY INVESTMENTS AND LANGHAM HO Agenda Number: 705891364 -------------------------------------------------------------------------------------------------------------------------- Security: Y5213M106 Meeting Type: AGM Ticker: Meeting Date: 20-Apr-2015 ISIN: HK0000150521 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF Non-Voting "ABSTAIN" WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE. CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/sehk/2015/0 313/LTN20150313721.pdf AND http://www.hkexnews.hk/listedco/listconews/sehk/2015/0 313/LTN20150313723.pdf 1 TO RECEIVE AND ADOPT THE AUDITED CONSOLIDATED Mgmt For For FINANCIAL STATEMENTS OF THE TRUST AND THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2014, THE AUDITED FINANCIAL STATEMENTS OF THE TRUSTEE-MANAGER FOR THE YEAR ENDED 31 DECEMBER 2014, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND THE INDEPENDENT AUDITOR 2 TO DECLARE A FINAL DISTRIBUTION OF HK15.2 CENTS PER Mgmt For For SHARE STAPLED UNIT FOR THE YEAR ENDED 31 DECEMBER 2014 3 TO RE-ELECT MS. LO BO LUN, KATHERINE AS A Mgmt For For NON-EXECUTIVE DIRECTOR 4 TO RE-ELECT MR. IP YUK KEUNG, ALBERT AS AN EXECUTIVE Mgmt For For DIRECTOR 5 TO RE-ELECT MR. SO YIU WAH, ERIC AS AN INDEPENDENT Mgmt For For NON-EXECUTIVE DIRECTOR 6 TO AUTHORIZE THE DIRECTORS OF THE COMPANY TO FIX THEIR Mgmt For For REMUNERATION 7 TO RE-APPOINT MESSRS. DELOITTE TOUCHE TOHMATSU AS Mgmt For For AUDITOR OF THE TRUST, THE COMPANY AND THE TRUSTEE-MANAGER, AND AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION 8 TO GRANT A GENERAL MANDATE TO THE DIRECTORS OF THE Mgmt For For TRUSTEE-MANAGER AND THE COMPANY TO ISSUE NEW SHARE STAPLED UNITS -------------------------------------------------------------------------------------------------------------------------- LEISUREWORLD SENIOR CARE CORP, MARKHAM ON Agenda Number: 705915746 -------------------------------------------------------------------------------------------------------------------------- Security: 52542T102 Meeting Type: MIX Ticker: Meeting Date: 21-Apr-2015 ISIN: CA52542T1021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting FAVOR' OR 'AGAINST' ONLY FOR RESOLUTIONS "3, 4 AND 5" AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS "1.1 TO 1.6 AND 2". THANK YOU. 1.1 ELECTION OF DIRECTOR: DINO CHIESA Mgmt For For 1.2 ELECTION OF DIRECTOR: LOIS CORMACK Mgmt For For 1.3 ELECTION OF DIRECTOR: JANET GRAHAM Mgmt For For 1.4 ELECTION OF DIRECTOR: PAULA JOURDAIN COLEMAN Mgmt For For 1.5 ELECTION OF DIRECTOR: JACK MACDONALD Mgmt For For 1.6 ELECTION OF DIRECTOR: JOHN MCLAUGHLIN Mgmt For For 2 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE Mgmt For For AUDITORS OF THE ISSUER AND TO AUTHORIZE THE ISSUER'S BOARD OF DIRECTORS TO FIX SUCH AUDITORS' REMUNERATION 3 THE RESOLUTION, THE FULL TEXT OF WHICH IS ATTACHED AS Mgmt For For APPENDIX A TO THE MANAGEMENT INFORMATION CIRCULAR (THE "CIRCULAR") FURNISHED IN CONNECTION WITH THE MEETING, APPROVING AN AMENDMENT TO THE ARTICLES OF THE COMPANY TO CHANGE THE NAME OF THE COMPANY FROM LEISUREWORLD SENIOR CARE CORPORATION TO SIENNA SENIOR LIVING INC 4 THE RESOLUTION, THE FULL TEXT OF WHICH IS ATTACHED AS Mgmt For For APPENDIX B TO THE CIRCULAR, TO RECONFIRM AND APPROVE ALL UNALLOCATED SECURITIES, RIGHTS AND OTHER ENTITLEMENTS PURSUANT TO THE ISSUER'S LONG-TERM INCENTIVE PLAN (LTIP) 5 THE RESOLUTION, THE FULL TEXT OF WHICH IS ATTACHED AS Mgmt For For APPENDIX C TO THE CIRCULAR, TO RECONFIRM AND APPROVE ALL UNALLOCATED SECURITIES, RIGHTS AND OTHER ENTITLEMENTS PURSUANT TO THE ISSUER'S RESTRICTED SHARE UNIT PLAN (RSUP) -------------------------------------------------------------------------------------------------------------------------- NIPPON BUILDING FUND INC. Agenda Number: 705833336 -------------------------------------------------------------------------------------------------------------------------- Security: J52088101 Meeting Type: EGM Ticker: Meeting Date: 12-Mar-2015 ISIN: JP3027670003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Amend Articles to: Approve Minor Revisions Related to Mgmt For For Change of Laws and Regulations, Allow the Company to Purchase Own Units, Expand Investment Lines, Establish the Articles Related to Cash Distributions Exceeding Profits for the Purpose of Mitigating Tax Burdens, Approve Minor Revisions 2 Amend Articles to: Approve Minor Revisions Mgmt For For 3 Appoint an Executive Director Kageyama, Yoshiki Mgmt For For 4.1 Appoint a Substitute Executive Director Tanaka, Mgmt For For Kenichi 4.2 Appoint a Substitute Executive Director Matsufuji, Mgmt For For Koji 5.1 Appoint a Supervisory Director Tsugawa, Tetsuro Mgmt For For 5.2 Appoint a Supervisory Director Fukaya, Yutaka Mgmt For For 5.3 Appoint a Supervisory Director Goto, Hakaru Mgmt For For -------------------------------------------------------------------------------------------------------------------------- OMEGA HEALTHCARE INVESTORS, INC. Agenda Number: 934132743 -------------------------------------------------------------------------------------------------------------------------- Security: 681936100 Meeting Type: Special Ticker: OHI Meeting Date: 27-Mar-2015 ISIN: US6819361006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO APPROVE THE ISSUANCE OF SHARES OF OMEGA COMMON Mgmt For For STOCK TO THE STOCKHOLDERS OF AVIV REIT, INC. ("AVIV") IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 30, 2014 BY AND AMONG OMEGA HEALTHCARE INVESTORS, INC. ("OMEGA"), OHI HEALTHCARE PROPERTIES HOLDCO, INC., OHI ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). 2 TO AMEND OMEGA'S ARTICLES OF AMENDMENT AND RESTATEMENT Mgmt For For TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OMEGA CAPITAL STOCK FROM 220,000,000 TO 370,000,000 AND THE NUMBER OF AUTHORIZED SHARES OF OMEGA COMMON STOCK FROM 200,000,000 TO 350,000,000. 3 TO AMEND OMEGA'S ARTICLES OF AMENDMENT AND RESTATEMENT Mgmt For For TO DECLASSIFY OMEGA'S BOARD OF DIRECTORS AND PROVIDE THAT DIRECTORS SHALL BE ELECTED FOR ONE-YEAR TERMS. 4 TO AMEND OMEGA'S ARTICLES OF AMENDMENT AND RESTATEMENT Mgmt For For TO REMOVE THE SUPERMAJORITY VOTING REQUIREMENT (80%) FOR FUTURE AMENDMENTS RELATING TO THE TERMS OF DIRECTORS. 5 TO ADJOURN THE OMEGA SPECIAL MEETING TO A LATER DATE Mgmt For For OR DATES, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES FOR THE PROPOSALS TO ISSUE OMEGA COMMON STOCK IN CONNECTION WITH THE MERGER AND THE CHARTER AMENDMENT TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OMEGA COMMON STOCK. -------------------------------------------------------------------------------------------------------------------------- PREMIER INVESTMENT CORPORATION Agenda Number: 705874774 -------------------------------------------------------------------------------------------------------------------------- Security: J7446X104 Meeting Type: EGM Ticker: Meeting Date: 20-Mar-2015 ISIN: JP3041770003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Amend Articles to: Approve Minor Revisions Related to Mgmt For For Change of Laws and Regulations, Allow the Company to Purchase Own Units, Expand Investment Lines, Approve Minor Revisions 2 Appoint an Executive Director Hoshizawa, Shuro Mgmt For For 3 Appoint a Substitute Executive Director Okuda, Mgmt For For Takahiro 4.1 Appoint a Supervisory Director Iinuma, Haruki Mgmt For For 4.2 Appoint a Supervisory Director Dai, Yuji Mgmt For For 5 Appoint a Substitute Supervisory Director Sakurai, Mgmt For For kenji 6 Appoint Accounting Auditors Mgmt For For -------------------------------------------------------------------------------------------------------------------------- PRIMARY HEALTH PROPERTIES PLC R.E.I.T, LONDON Agenda Number: 705893205 -------------------------------------------------------------------------------------------------------------------------- Security: G7240B103 Meeting Type: AGM Ticker: Meeting Date: 22-Apr-2015 ISIN: GB0007015521 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE THE ANNUAL REPORT FOR THE YEAR ENDED 31 Mgmt For For DECEMBER 2014 2 TO APPROVE THE DIRECTORS' REMUNERATION REPORT Mgmt For For 3 TO APPROVE THE COMPANY'S DIVIDEND POLICY Mgmt For For 4 TO RE-ELECT MR M CREEDY Mgmt For For 5 TO RE-ELECT MR J HAMBRO Mgmt For For 6 TO RE-ELECT MR W HEMMINGS Mgmt For For 7 TO RE-ELECT MR H HYMAN Mgmt For For 8 TO RE-ELECT MR A JONES Mgmt For For 9 TO RE-ELECT MR S OWEN Mgmt For For 10 TO RE-ELECT DR I RUTTER Mgmt For For 11 TO ELECT MR P HOLLAND Mgmt For For 12 TO REAPPOINT DELOITTE LLP AS AUDITORS AND TO AUTHORISE Mgmt For For THE DIRECTORS TO FIX THEIR REMUNERATION 13 TO AUTHORISE THE DIRECTORS TO OFFER SHARES IN LIEU OF Mgmt For For DIVIDEND CASH 14 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For 15 TO DISAPPLY PRE-EMPTION RIGHTS Mgmt For For 16 TO AUTHORISE THE DIRECTORS TO MAKE MARKET PURCHASES Mgmt For For 17 TO APPROVE THE NOTICE PERIOD FOR GENERAL MEETINGS Mgmt For For -------------------------------------------------------------------------------------------------------------------------- PROLOGIS, INC. Agenda Number: 934142592 -------------------------------------------------------------------------------------------------------------------------- Security: 74340W103 Meeting Type: Annual Ticker: PLD Meeting Date: 29-Apr-2015 ISIN: US74340W1036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: HAMID R. MOGHADAM Mgmt For For 1B. ELECTION OF DIRECTOR: GEORGE L. FOTIADES Mgmt For For 1C. ELECTION OF DIRECTOR: CHRISTINE N. GARVEY Mgmt For For 1D. ELECTION OF DIRECTOR: LYDIA H. KENNARD Mgmt For For 1E. ELECTION OF DIRECTOR: J. MICHAEL LOSH Mgmt For For 1F. ELECTION OF DIRECTOR: IRVING F. LYONS III Mgmt For For 1G. ELECTION OF DIRECTOR: DAVID P. O'CONNOR Mgmt For For 1H. ELECTION OF DIRECTOR: JEFFREY L. SKELTON Mgmt For For 1I. ELECTION OF DIRECTOR: CARL B. WEBB Mgmt For For 1J. ELECTION OF DIRECTOR: WILLIAM D. ZOLLARS Mgmt For For 2. ADVISORY VOTE TO APPROVE THE COMPANY'S EXECUTIVE Mgmt For For COMPENSATION FOR 2014 3. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2015 -------------------------------------------------------------------------------------------------------------------------- PUBLIC STORAGE Agenda Number: 934141401 -------------------------------------------------------------------------------------------------------------------------- Security: 74460D109 Meeting Type: Annual Ticker: PSA Meeting Date: 30-Apr-2015 ISIN: US74460D1090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: RONALD L. HAVNER, JR. Mgmt For For 1B ELECTION OF DIRECTOR: TAMARA HUGHES GUSTAVSON Mgmt For For 1C ELECTION OF DIRECTOR: URI P. HARKHAM Mgmt For For 1D ELECTION OF DIRECTOR: B. WAYNE HUGHES, JR. Mgmt For For 1E ELECTION OF DIRECTOR: AVEDICK B. POLADIAN Mgmt For For 1F ELECTION OF DIRECTOR: GARY E. PRUITT Mgmt For For 1G ELECTION OF DIRECTOR: RONALD P. SPOGLI Mgmt For For 1H ELECTION OF DIRECTOR: DANIEL C. STATON Mgmt For For 2 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- REDEFINE PROPERTIES LTD, JOHANNESBURG Agenda Number: 705773340 -------------------------------------------------------------------------------------------------------------------------- Security: S6815L196 Meeting Type: AGM Ticker: Meeting Date: 19-Feb-2015 ISIN: ZAE000190252 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O.1 ADOPTION OF ANNUAL FINANCIAL STATEMENTS Mgmt For For O.2 CONFIRMATION OF APPOINTMENT OF DA NATHAN AS DIRECTOR Mgmt For For O.3 CONFIRMATION OF APPOINTMENT OF MJ WATTERS AS DIRECTOR Mgmt For For O.4 CONFIRMATION OF APPOINTMENT OF LC KOK AS DIRECTOR Mgmt For For O.5 RE-ELECTION OF B NACKAN AS DIRECTOR Mgmt For For O.6 RE-ELECTION OF GZ STEFFENS AS DIRECTOR Mgmt For For O.7.1 RE-APPOINTMENT OF DA NATHAN AS A MEMBER OF THE AUDIT Mgmt For For AND RISK COMMITTEE O.7.2 RE-APPOINTMENT OF B NACKAN AS A MEMBER OF THE AUDIT Mgmt For For AND RISK COMMITTEE O.7.3 RE-APPOINTMENT OF GZ STEFFENS AS A MEMBER OF THE AUDIT Mgmt For For AND RISK COMMITTEE O.8 RESOLVED THAT GRANT THORNTON (JHB) INC TOGETHER WITH Mgmt For For GM CHAITOWITZ AS INDIVIDUAL REGISTERED AUDITOR FOR THE COMPANY BE AND ARE HEREBY REAPPOINTED AS THE AUDITORS OF THE COMPANY FROM THE CONCLUSION OF THIS AGM UNTIL THE CONCLUSION OF THE NEXT AGM O.9 UNISSUED SHARES Mgmt For For O.10 GENERAL AUTHORITY TO ISSUE SHARES FOR CASH Mgmt For For O.11 APPROVAL OF REMUNERATION POLICY Mgmt For For O.12 SPECIFIC AUTHORITY TO ISSUE SHARES PURSUANT TO A Mgmt For For REINVESTMENT OPTION S.1 APPROVAL OF 2015 FEES PAYABLE TO NON-EXECUTIVE Mgmt For For DIRECTORS S.2 SHARE REPURCHASES Mgmt For For S.3 FINANCIAL ASSISTANCE TO RELATED AND INTER-RELATED Mgmt For For PARTIES O.13 SIGNATURE OF DOCUMENTATION Mgmt For For -------------------------------------------------------------------------------------------------------------------------- RETAIL OPPORTUNITY INV CORP Agenda Number: 934159915 -------------------------------------------------------------------------------------------------------------------------- Security: 76131N101 Meeting Type: Annual Ticker: ROIC Meeting Date: 29-Apr-2015 ISIN: US76131N1019 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR RICHARD A. BAKER Mgmt For For MICHAEL J. INDIVERL Mgmt For For EDWARD H. MEYER Mgmt For For LEE S. NELBART Mgmt For For CHARLES J. PERSICO Mgmt For For LAURA H. POMERANTZ Mgmt For For STUART A. TANZ Mgmt For For ERIC S. ZORN Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED DECEMBER 31, 2015. 3. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF Mgmt For For THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE 2015 PROXY STATEMENT. -------------------------------------------------------------------------------------------------------------------------- SEGRO PLC (REIT), SLOUGH Agenda Number: 705904337 -------------------------------------------------------------------------------------------------------------------------- Security: G80277141 Meeting Type: AGM Ticker: Meeting Date: 29-Apr-2015 ISIN: GB00B5ZN1N88 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE THE FINANCIAL STATEMENTS AND THE REPORTS OF Mgmt For For THE DIRECTORS AND THE AUDITOR 2 TO DECLARE A FINAL DIVIDEND OF 10.2 PENCE PER ORDINARY Mgmt For For SHARE 3 TO APPROVE THE DIRECTORS REMUNERATION REPORT Mgmt For For 4 TO RE-ELECT NIGEL RICH AS A DIRECTOR Mgmt For For 5 TO RE-ELECT CHRISTOPHER FISHER AS A DIRECTOR Mgmt For For 6 TO RE-ELECT BARONESS FORD AS A DIRECTOR Mgmt For For 7 TO RE-ELECT ANDY GULLIFORD AS A DIRECTOR Mgmt For For 8 TO RE-ELECT JUSTIN READ AS A DIRECTOR Mgmt For For 9 TO RE-ELECT PHIL REDDING AS A DIRECTOR Mgmt For For 10 TO RE-ELECT MARK ROBERTSHAW AS A DIRECTOR Mgmt For For 11 TO RE-ELECT DAVID SLEATH AS A DIRECTOR Mgmt For For 12 TO RE-ELECT DOUG WEBB AS A DIRECTOR Mgmt For For 13 TO ELECT MARTIN MOORE AS A DIRECTOR Mgmt For For 14 TO RE-APPOINT DELOITTE LLP AS AUDITOR OF THE COMPANY Mgmt For For 15 TO AUTHORISE THE AUDIT COMMITTEE TO DETERMINE THE Mgmt For For REMUNERATION OF THE AUDITOR 16 TO AUTHORISE POLITICAL DONATIONS UNDER THE COMPANIES Mgmt For For ACT 2006 17 TO CONFER ON THE DIRECTORS A GENERAL AUTHORITY TO Mgmt For For ALLOT ORDINARY SHARES 18 TO DISAPPLY STATUTORY PRE-EMPTION RIGHTS RELATING TO Mgmt For For ORDINARY SHARES ALLOTTED UNDER THE AUTHORITY GRANTED BY RESOLUTION 17 19 TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN SHARES Mgmt For For 20 TO ENABLE A GENERAL MEETING OTHER THAN AN AGM TO BE Mgmt For For HELD ON NOT LESS THAN 14 CLEAR DAYS NOTICE 21 TO AUTHORISE THE DIRECTORS TO OFFER A SCRIP DIVIDEND Mgmt For For IN PLACE OF A CASH DIVIDEND -------------------------------------------------------------------------------------------------------------------------- SOILBUILD BUSINESS SPACE REIT, SINGAPORE Agenda Number: 705958176 -------------------------------------------------------------------------------------------------------------------------- Security: Y806D3102 Meeting Type: AGM Ticker: Meeting Date: 21-Apr-2015 ISIN: SG2G07995670 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE AND ADOPT THE REPORT OF THE TRUSTEE ISSUED Mgmt For For BY DBS TRUSTEE LIMITED, AS TRUSTEE OF SOILBUILD REIT (THE "TRUSTEE"), THE STATEMENT BY THE MANAGER ISSUED BY SB REIT MANAGEMENT PTE. LTD., AS MANAGER OF SOILBUILD REIT (THE "MANAGER"), AND THE AUDITED FINANCIAL STATEMENTS OF SOILBUILD REIT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 AND THE AUDITORS' REPORT THEREON 2 TO RE-APPOINT ERNST & YOUNG LLP AS AUDITORS OF Mgmt For For SOILBUILD REIT AND TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SOILBUILD REIT, AND TO AUTHORISE THE MANAGER, TO FIX THEIR REMUNERATION 3 THE AUTHORITY BE AND IS HEREBY GIVEN TO THE MANAGER, Mgmt For For TO (A) (I) ISSUE UNITS IN SOILBUILD REIT ("UNITS") WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE; AND/OR (II) MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS (COLLECTIVELY, "INSTRUMENTS") THAT MIGHT OR WOULD REQUIRE UNITS TO BE ISSUED, INCLUDING BUT NOT LIMITED TO THE CREATION AND ISSUE OF (AS WELL AS ADJUSTMENTS TO) SECURITIES, WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE INTO UNITS, AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE MANAGER MAY IN ITS ABSOLUTE DISCRETION DEEM FIT; AND (B) ISSUE UNITS IN PURSUANCE OF ANY INSTRUMENT MADE OR GRANTED BY THE MANAGER WHILE THIS RESOLUTION WAS IN FORCE (NOTWITHSTANDING THAT THE AUTHORITY CONFERRED BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE AT THE TIME SUCH UNITS ARE CONTD CONT CONTD ISSUED), PROVIDED THAT: (1) THE AGGREGATE NUMBER Non-Voting OF UNITS TO BE ISSUED PURSUANT TO THIS RESOLUTION (INCLUDING UNITS TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION) SHALL NOT EXCEED FIFTY PER CENT. (50%) OF THE TOTAL NUMBER OF ISSUED UNITS (EXCLUDING TREASURY UNITS, IF ANY) (AS CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH (2) BELOW), OF WHICH THE AGGREGATE NUMBER OF UNITS TO BE ISSUED OTHER THAN ON A PRO RATA BASIS TO UNITHOLDERS (INCLUDING UNITS TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION) SHALL NOT EXCEED TWENTY PER CENT. (20%) OF THE TOTAL NUMBER OF ISSUED UNITS (EXCLUDING TREASURY UNITS, IF ANY) (AS CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH (2) BELOW); (2) SUBJECT TO SUCH MANNER OF CALCULATION AS MAY BE PRESCRIBED BY THE SINGAPORE CONTD CONT CONTD EXCHANGE SECURITIES TRADING LIMITED (THE Non-Voting "SGX-ST") FOR THE PURPOSE OF DETERMINING THE AGGREGATE NUMBER OF UNITS THAT MAY BE ISSUED UNDER SUB-PARAGRAPH (1) ABOVE, THE TOTAL NUMBER OF ISSUED UNITS (EXCLUDING TREASURY UNITS, IF ANY) SHALL BE BASED ON THE TOTAL NUMBER OF ISSUED UNITS (EXCLUDING TREASURY UNITS, IF ANY) AT THE TIME THIS RESOLUTION IS PASSED, AFTER ADJUSTING FOR: (A) ANY NEW UNITS ARISING FROM THE CONVERSION OR EXERCISE OF ANY INSTRUMENTS WHICH ARE OUTSTANDING AT THE TIME THIS RESOLUTION IS PASSED; AND (B) ANY SUBSEQUENT BONUS ISSUE, CONSOLIDATION OR SUBDIVISION OF UNITS; (3) IN EXERCISING THE AUTHORITY CONFERRED BY THIS RESOLUTION, THE MANAGER SHALL COMPLY WITH THE PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST FOR THE TIME BEING IN FORCE (UNLESS SUCH COMPLIANCE HAS BEEN WAIVED BY THE SGX-ST) AND THE CONTD CONT CONTD TRUST DEED CONSTITUTING SOILBUILD REIT (THE Non-Voting "TRUST DEED") FOR THE TIME BEING IN FORCE (UNLESS OTHERWISE EXEMPTED OR WAIVED BY THE MONETARY AUTHORITY OF SINGAPORE); (4) UNLESS REVOKED OR VARIED BY THE UNITHOLDERS IN A GENERAL MEETING, THE AUTHORITY CONFERRED BY THIS RESOLUTION SHALL CONTINUE IN FORCE UNTIL (I) THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SOILBUILD REIT OR (II) THE DATE BY WHICH THE NEXT ANNUAL GENERAL MEETING OF SOILBUILD REIT IS REQUIRED BY THE APPLICABLE LAW OR REGULATIONS TO BE HELD, WHICHEVER IS EARLIER; (5) WHERE THE TERMS OF THE ISSUE OF THE INSTRUMENTS PROVIDE FOR ADJUSTMENT TO THE NUMBER OF INSTRUMENTS OR UNITS INTO WHICH THE INSTRUMENTS MAY BE CONVERTED IN THE EVENT OF RIGHTS, BONUS OR OTHER CAPITALISATION ISSUES OR ANY OTHER EVENTS, THE MANAGER IS AUTHORISED TO ISSUE ADDITIONAL CONTD CONT CONTD INSTRUMENTS OR UNITS PURSUANT TO SUCH ADJUSTMENT Non-Voting NOTWITHSTANDING THAT THE AUTHORITY CONFERRED BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE AT THE TIME THE INSTRUMENTS OR UNITS ARE ISSUED; AND (6) THE MANAGER AND THE TRUSTEE, BE AND ARE HEREBY SEVERALLY AUTHORISED TO COMPLETE AND DO ALL SUCH ACTS AND THINGS (INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED) AS THE MANAGER OR, AS THE CASE MAY BE, THE TRUSTEE MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE INTEREST OF SOILBUILD REIT TO GIVE EFFECT TO THE AUTHORITY CONFERRED BY THIS RESOLUTION -------------------------------------------------------------------------------------------------------------------------- SPONDA PLC, HELSINKI Agenda Number: 705817887 -------------------------------------------------------------------------------------------------------------------------- Security: X84465107 Meeting Type: AGM Ticker: Meeting Date: 16-Mar-2015 ISIN: FI0009006829 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER Non-Voting INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED CMMT A POA IS NEEDED TO APPOINT OWN REPRESENTATIVE BUT IS Non-Voting NOT NEEDED IF A FINNISH SUB/BANK IS APPOINTED EXCEPT IF THE SHAREHOLDER IS FINNISH THEN A POA WOULD STILL BE REQUIRED. 1 OPENING OF THE MEETING Non-Voting 2 CALLING THE MEETING TO ORDER Non-Voting 3 ELECTION OF PERSONS TO SCRUTINIZE THE MINUTES AND TO Non-Voting SUPERVISE THE COUNTING OF VOTES 4 RECORDING THE LEGALITY OF THE MEETING Non-Voting 5 RECORDING THE ATTENDANCE AT THE MEETING AND ADOPTION Non-Voting OF THE LIST OF VOTES 6 PRESENTATION OF THE ANNUAL ACCOUNTS, THE REPORT OF THE Non-Voting BOARD OF DIRECTORS AND THE AUDITOR'S REPORT FOR THE YEAR 2014 7 ADOPTION OF THE ANNUAL ACCOUNTS Mgmt For For 8 RESOLUTION ON THE USE OF THE PROFIT SHOWN ON THE Mgmt For For BALANCE SHEET AND THE PAYMENT OF DIVIDEND THE BOARD OF DIRECTORS PROPOSES THAT A DIVIDEND OF EUR 0.19 PER SHARE BE PAID 9 RESOLUTION ON THE DISCHARGE OF THE MEMBERS OF THE Mgmt For For BOARD OF DIRECTORS AND THE CEO FROM LIABILITY 10 RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE Mgmt For For BOARD OF DIRECTORS AND ON THE GROUNDS FOR COMPENSATION FOR TRAVEL EXPENSES 11 RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF Mgmt For For DIRECTORS THE NOMINATION BOARD PROPOSES THAT THE NUMBER OF THE MEMBERS OF THE BOARD OF DIRECTORS BE CONFIRMED AS SEVEN (7) ORDINARY MEMBERS 12 ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS THE Mgmt For For NOMINATION BOARD PROPOSES THAT K-G.BERGH, C.ELFVING,P.HARTWALL,J.LAAKSONEN,L.LAITINEN, A.TALMA AND R.VALO BE RE-ELECTED 13 RESOLUTION ON THE REMUNERATION OF THE AUDITORS Mgmt For For 14 ELECTION OF THE AUDITORS AND THE DEPUTY AUDITOR THE Mgmt For For BOARD OF DIRECTORS PROPOSES,IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD'S AUDIT COMMITTEE, THAT APA E.KAILIALA AND KPMG OY AB BE APPOINTED AS AUDITORS AND APA P.KETTUNEN BE APPOINTED AS DEPUTY AUDITOR 15 AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE Mgmt For For REPURCHASE OF THE COMPANY'S OWN SHARES 16 AUTHORIZING OF THE BOARD OF DIRECTORS TO DECIDE ON THE Mgmt For For ISSUANCE OF SHARES AND THE ISSUANCE OF SPECIAL RIGHTS ENTITLING TO SHARES 17 CLOSING OF THE MEETING Non-Voting -------------------------------------------------------------------------------------------------------------------------- STARWOOD PROPERTY TRUST INC Agenda Number: 934157620 -------------------------------------------------------------------------------------------------------------------------- Security: 85571B105 Meeting Type: Annual Ticker: STWD Meeting Date: 21-Apr-2015 ISIN: US85571B1052 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR RICHARD D. BRONSON Mgmt For For JEFFREY G. DISHNER Mgmt For For CAMILLE J. DOUGLAS Mgmt For For SOLOMON J. KUMIN Mgmt For For BARRY S. STERNLICHT Mgmt For For STRAUSS ZELNICK Mgmt For For 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S Mgmt For For EXECUTIVE COMPENSATION AS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT. 3. TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF Mgmt For For DELOITTE & TOUCHE LLP AS STARWOOD PROPERTY TRUST, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CALENDAR YEAR ENDING DECEMBER 31, 2015. 4. THE STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT Shr For Against CHAIRMAN OF THE BOARD OF DIRECTORS AS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT. -------------------------------------------------------------------------------------------------------------------------- SUNTEC REAL ESTATE INVESTMENT TRUST, SINGAPORE Agenda Number: 705941715 -------------------------------------------------------------------------------------------------------------------------- Security: Y82954101 Meeting Type: AGM Ticker: Meeting Date: 15-Apr-2015 ISIN: SG1Q52922370 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE AND ADOPT THE REPORT OF HSBC INSTITUTIONAL Mgmt For For TRUST SERVICES (SINGAPORE) LIMITED, AS TRUSTEE OF SUNTEC REIT (THE "TRUSTEE"), THE STATEMENT BY ARA TRUST MANAGEMENT (SUNTEC) LIMITED, AS MANAGER OF SUNTEC REIT (THE "MANAGER") AND THE AUDITED FINANCIAL STATEMENTS OF SUNTEC REIT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 AND THE AUDITORS' REPORT THEREON 2 TO RE-APPOINT KPMG LLP AS THE AUDITORS OF SUNTEC REIT Mgmt For For TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT AGM OF SUNTEC REIT AND TO AUTHORISE THE MANAGER TO FIX THEIR REMUNERATION 3 GENERAL MANDATE FOR THE ISSUE OF NEW UNITS AND/OR Mgmt For For CONVERTIBLE SECURITIES -------------------------------------------------------------------------------------------------------------------------- UNIBAIL-RODAMCO SE, PARIS Agenda Number: 705880513 -------------------------------------------------------------------------------------------------------------------------- Security: F95094110 Meeting Type: MIX Ticker: Meeting Date: 16-Apr-2015 ISIN: FR0000124711 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT 27 MAR 2015: PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2015/0309/20 1503091500423.pdf. THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK: http://www.journal-officiel.gouv.fr//pdf/2015/0327/201 503271500704.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID Non-Voting VOTE OPTIONS ARE "FOR" AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE. CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD Non-Voting 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. O.1 REPORTS OF THE EXECUTIVE BOARD, SUPERVISORY BOARD AND Mgmt For For STATUTORY AUDITORS ON THE 2014 FINANCIAL YEAR TRANSACTIONS-APPROVAL OF THE ANNUAL CORPORATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2014 O.2 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR Mgmt For For THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2014 O.3 ALLOCATION OF INCOME AND DIVIDEND DISTRIBUTION Mgmt For For O.4 PRESENTATION OF THE SPECIAL REPORT OF THE STATUTORY Mgmt For For AUDITORS ON THE AGREEMENTS AND COMMITMENTS PURSUANT TO ARTICLES L.225-86 ET SEQ. OF THE COMMERCIAL CODE O.5 ADVISORY REVIEW OF THE COMPENSATION OWED OR PAID TO Mgmt For For MR. CHRISTOPHE CUVILLIER, CHAIRMAN OF THE EXECUTIVE BOARD FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2014 O.6 ADVISORY REVIEW OF THE COMPENSATION OWED OR PAID TO Mgmt For For MR. OLIVIER BOSSARD, MRS. ARMELLE CARMINATI-RABASSE, MR. FABRICE MOUCHEL, MR. JAAP TONCKENS AND MR. JEAN-MARIE TRITANT, EXECUTIVE BOARD MEMBERS FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2014 O.7 RENEWAL OF TERM OF MRS. MARY HARRIS AS SUPERVISORY Mgmt For For BOARD MEMBER O.8 RENEWAL OF TERM OF MR. JEAN-LOUIS LAURENS AS Mgmt For For SUPERVISORY BOARD MEMBER O.9 RENEWAL OF TERM OF MR. ALEC PELMORE AS SUPERVISORY Mgmt For For BOARD MEMBER O.10 APPOINTMENT OF MRS. SOPHIE STABILE AS SUPERVISORY Mgmt For For BOARD MEMBER O.11 APPOINTMENT OF MRS. JACQUELINE TAMMENOMS BAKKER AS Mgmt For For SUPERVISORY BOARD MEMBER O.12 AUTHORIZATION TO BE GRANTED TO THE EXECUTIVE BOARD TO Mgmt For For ALLOW THE COMPANY TO REPURCHASE ITS OWN SHARES PURSUANT TO ARTICLE L.225-209 OF THE COMMERCIAL CODE E.13 AUTHORIZATION TO BE GRANTED TO THE EXECUTIVE BOARD TO Mgmt For For CANCEL SHARES REPURCHASED BY THE COMPANY UNDER THE PLAN REFERRED TO IN ARTICLE L.225-209 OF THE COMMERCIAL CODE E.14 DELEGATION OF AUTHORITY TO BE GRANTED TO THE EXECUTIVE Mgmt For For BOARD TO DECIDE TO INCREASE SHARE CAPITAL BY ISSUING SHARES AND/OR SECURITIES GIVING IMMEDIATE OR FUTURE ACCESS TO CAPITAL OF THE COMPANY OR ANY OF ITS SUBSIDIARIES WHILE MAINTAINING PREFERENTIAL SUBSCRIPTION RIGHTS E.15 DELEGATION OF AUTHORITY TO BE GRANTED TO THE EXECUTIVE Mgmt For For BOARD TO DECIDE TO INCREASE SHARE CAPITAL BY ISSUING SHARES AND/OR SECURITIES GIVING IMMEDIATE OR FUTURE ACCESS TO CAPITAL OF THE COMPANY OR ANY OF ITS SUBSIDIARIES WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS VIA PUBLIC OFFERING E.16 DELEGATION OF AUTHORITY TO BE GRANTED TO THE EXECUTIVE Mgmt For For BOARD TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED IN CASE OF CAPITAL INCREASE WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS IN ACCORDANCE WITH THE FOURTEENTH AND FIFTEENTH RESOLUTIONS E.17 DELEGATION OF POWERS TO BE GRANTED TO THE EXECUTIVE Mgmt For For BOARD TO INCREASE SHARE CAPITAL BY ISSUING SHARES AND/OR SECURITIES GIVING IMMEDIATE OR FUTURE ACCESS TO CAPITAL WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS, IN CONSIDERATION FOR IN-KIND CONTRIBUTIONS GRANTED TO THE COMPANY E.18 AUTHORIZATION TO BE GRANTED TO THE EXECUTIVE BOARD TO Mgmt For For CARRY OUT PERFORMANCE SHARES ALLOTMENTS TO EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY AND/OR SUBSIDIARIES E.19 DELEGATION OF AUTHORITY TO THE EXECUTIVE BOARD TO Mgmt For For INCREASE SHARE CAPITAL BY ISSUING SHARES AND/OR SECURITIES GIVING ACCESS TO CAPITAL OF THE COMPANY RESERVED FOR MEMBERS OF COMPANY SAVINGS PLANS WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS PURSUANT TO ARTICLES L.3332-18 ET SEQ. OF THE CODE OF LABOR E.20 AMENDMENT TO ARTICLE 18 OF THE BYLAWS (EXCLUDING Mgmt For For DOUBLE VOTING RIGHT) E.21 AMENDMENT TO ARTICLE 18 OF THE BYLAWS (COMPLIANCE WITH Mgmt For For ARTICLE R.225-85 OF THE COMMERCIAL CODE) O.22 POWERS TO CARRY OUT ALL LEGAL FORMALITIES Mgmt For For TFGT International Fixed Income Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. TFGT Merger Arbitrage Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. TFGT Mid Cap Fund -------------------------------------------------------------------------------------------------------------------------- ALLEGHANY CORPORATION Agenda Number: 934145447 -------------------------------------------------------------------------------------------------------------------------- Security: 017175100 Meeting Type: Annual Ticker: Y Meeting Date: 24-Apr-2015 ISIN: US0171751003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: JOHN G. FOOS Mgmt For For 1B. ELECTION OF DIRECTOR: WILLIAM K. LAVIN Mgmt For For 1C. ELECTION OF DIRECTOR: PHILLIP M. MARTINEAU Mgmt For For 1D. ELECTION OF DIRECTOR: RAYMOND L.M. WONG Mgmt For For 2. PROPOSAL TO APPROVE THE ALLEGHANY CORPORATION 2015 Mgmt For For DIRECTORS' STOCK PLAN. 3. PROPOSAL TO APPROVE THE ALLEGHANY CORPORATION 2015 Mgmt For For MANAGEMENT INCENTIVE PLAN. 4. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For ALLEGHANY CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5. SAY-ON-PAY: ADVISORY VOTE TO APPROVE THE COMPENSATION Mgmt For For OF THE NAMED EXECUTIVE OFFICERS OF ALLEGHANY CORPORATION. -------------------------------------------------------------------------------------------------------------------------- ALLIANT TECHSYSTEMS INC. Agenda Number: 934112892 -------------------------------------------------------------------------------------------------------------------------- Security: 018804104 Meeting Type: Special Ticker: ATK Meeting Date: 27-Jan-2015 ISIN: US0188041042 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO APPROVE THE ISSUANCE OF ATK COMMON STOCK TO ORBITAL Mgmt For For STOCKHOLDERS IN CONNECTION WITH THE MERGER PURSUANT TO THE TRANSACTION AGREEMENT, DATED AS OF APRIL 28, 2014, BY AND AMONG ORBITAL SCIENCES CORPORATION, ALLIANT TECHSYSTEMS INC., VISTA OUTDOOR INC. (FORMERLY KNOWN AS VISTA SPINCO INC.) AND VISTA MERGER SUB INC., AS IT MAY BE AMENDED FROM TIME TO TIME. 2. TO ADJOURN THE ATK SPECIAL MEETING, IF NECESSARY OR Mgmt For For APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE PROPOSAL 1. -------------------------------------------------------------------------------------------------------------------------- ATWOOD OCEANICS, INC. Agenda Number: 934117551 -------------------------------------------------------------------------------------------------------------------------- Security: 050095108 Meeting Type: Annual Ticker: ATW Meeting Date: 18-Feb-2015 ISIN: US0500951084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR DEBORAH A. BECK Mgmt For For GEORGE S. DOTSON Mgmt For For JACK E. GOLDEN Mgmt For For HANS HELMERICH Mgmt For For JEFFREY A. MILLER Mgmt For For JAMES R. MONTAGUE Mgmt For For ROBERT J. SALTIEL Mgmt For For PHIL D. WEDEMEYER Mgmt For For 2 TO APPROVE, BY A SHAREHOLDER NON-BINDING ADVISORY Mgmt For For VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS OUR INDEPENDENT AUDITORS FOR FISCAL YEAR 2015. -------------------------------------------------------------------------------------------------------------------------- ENERGIZER HOLDINGS, INC. Agenda Number: 934109530 -------------------------------------------------------------------------------------------------------------------------- Security: 29266R108 Meeting Type: Annual Ticker: ENR Meeting Date: 26-Jan-2015 ISIN: US29266R1086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: BILL G. ARMSTRONG Mgmt For For 1.2 ELECTION OF DIRECTOR: J. PATRICK MULCAHY Mgmt For For 2. RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3. NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For 4. SHAREHOLDER PROPOSAL - PALM OIL SOURCING Shr Against For -------------------------------------------------------------------------------------------------------------------------- LORILLARD, INC. Agenda Number: 934114226 -------------------------------------------------------------------------------------------------------------------------- Security: 544147101 Meeting Type: Special Ticker: LO Meeting Date: 28-Jan-2015 ISIN: US5441471019 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt For For DATED AS OF JULY 15, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG LORILLARD, INC., REYNOLDS AMERICAN INC. AND LANTERN ACQUISITION CO., PURSUANT TO WHICH LANTERN ACQUISITION CO. WILL BE MERGED WITH AND INTO LORILLARD, INC., AND LORILLARD, INC. WILL CONTINUE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 2. PROPOSAL TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, Mgmt For For THE COMPENSATION PAYMENTS THAT WILL OR MAY BE PAID BY LORILLARD, INC. TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. 3. PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL Mgmt For For MEETING OF LORILLARD SHAREHOLDERS, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT. -------------------------------------------------------------------------------------------------------------------------- M&T BANK CORPORATION Agenda Number: 934136955 -------------------------------------------------------------------------------------------------------------------------- Security: 55261F104 Meeting Type: Annual Ticker: MTB Meeting Date: 21-Apr-2015 ISIN: US55261F1049 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR BRENT D. BAIRD Mgmt For For C. ANGELA BONTEMPO Mgmt For For ROBERT T. BRADY Mgmt For For T.J. CUNNINGHAM III Mgmt For For MARK J. CZARNECKI Mgmt For For GARY N. GEISEL Mgmt For For JOHN D. HAWKE, JR. Mgmt For For PATRICK W.E. HODGSON Mgmt For For RICHARD G. KING Mgmt For For MELINDA R. RICH Mgmt For For ROBERT E. SADLER, JR. Mgmt For For HERBERT L. WASHINGTON Mgmt For For ROBERT G. WILMERS Mgmt For For 2. TO APPROVE THE MATERIAL TERMS OF THE M&T BANK Mgmt For For CORPORATION 2009 EQUITY INCENTIVE COMPENSATION PLAN. 3. TO APPROVE THE COMPENSATION OF M&T BANK CORPORATION'S Mgmt For For NAMED EXECUTIVE OFFICERS. 4. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF M&T BANK CORPORATION FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- NEWMARKET CORPORATION Agenda Number: 934134002 -------------------------------------------------------------------------------------------------------------------------- Security: 651587107 Meeting Type: Annual Ticker: NEU Meeting Date: 23-Apr-2015 ISIN: US6515871076 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: PHYLLIS L. COTHRAN Mgmt For For 1.2 ELECTION OF DIRECTOR: MARK M. GAMBILL Mgmt For For 1.3 ELECTION OF DIRECTOR: BRUCE C. GOTTWALD Mgmt For For 1.4 ELECTION OF DIRECTOR: THOMAS E. GOTTWALD Mgmt For For 1.5 ELECTION OF DIRECTOR: PATRICK D. HANLEY Mgmt For For 1.6 ELECTION OF DIRECTOR: JAMES E. ROGERS Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CORPORATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF Mgmt For For THE NAMED EXECUTIVE OFFICERS OF NEWMARKET CORPORATION. -------------------------------------------------------------------------------------------------------------------------- PRICESMART, INC Agenda Number: 934111484 -------------------------------------------------------------------------------------------------------------------------- Security: 741511109 Meeting Type: Annual Ticker: PSMT Meeting Date: 03-Feb-2015 ISIN: US7415111092 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR SHERRY S. BAHRAMBEYGUI Mgmt For For GONZALO BARRUTIETA Mgmt For For GORDON H. HANSON Mgmt For For KATHERINE L. HENSLEY Mgmt Withheld Against LEON C. JANKS Mgmt Withheld Against JOSE LUIS LAPARTE Mgmt For For MITCHELL G. LYNN Mgmt For For ROBERT E. PRICE Mgmt For For EDGAR ZURCHER Mgmt Withheld Against 2. TO APPROVE, BY ADVISORY VOTE, EXECUTIVE COMPENSATION. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- WHIRLPOOL CORPORATION Agenda Number: 934133012 -------------------------------------------------------------------------------------------------------------------------- Security: 963320106 Meeting Type: Annual Ticker: WHR Meeting Date: 21-Apr-2015 ISIN: US9633201069 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN Mgmt For For 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO Mgmt For For 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ Mgmt For For 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT Mgmt For For 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG Mgmt For For 1F. ELECTION OF DIRECTOR: MICHAEL F. JOHNSTON Mgmt For For 1G. ELECTION OF DIRECTOR: JOHN D. LIU Mgmt For For 1H. ELECTION OF DIRECTOR: HARISH MANWANI Mgmt For For 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ Mgmt For For 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN Mgmt For For 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE Mgmt For For 2. ADVISORY VOTE TO APPROVE WHIRLPOOL'S EXECUTIVE Mgmt For For COMPENSATION. 3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. TFGT Mid Cap Value Fund -------------------------------------------------------------------------------------------------------------------------- AGL RESOURCES INC. Agenda Number: 934139280 -------------------------------------------------------------------------------------------------------------------------- Security: 001204106 Meeting Type: Annual Ticker: GAS Meeting Date: 28-Apr-2015 ISIN: US0012041069 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: SANDRA N. BANE Mgmt For For 1B. ELECTION OF DIRECTOR: THOMAS D. BELL, JR. Mgmt For For 1C. ELECTION OF DIRECTOR: NORMAN R. BOBINS Mgmt For For 1D. ELECTION OF DIRECTOR: CHARLES R. CRISP Mgmt For For 1E. ELECTION OF DIRECTOR: BRENDA J. GAINES Mgmt For For 1F. ELECTION OF DIRECTOR: ARTHUR E. JOHNSON Mgmt For For 1G. ELECTION OF DIRECTOR: WYCK A. KNOX, JR. Mgmt For For 1H. ELECTION OF DIRECTOR: DENNIS M. LOVE Mgmt For For 1I. ELECTION OF DIRECTOR: DEAN R. O'HARE Mgmt For For 1J. ELECTION OF DIRECTOR: ARMANDO J. OLIVERA Mgmt For For 1K. ELECTION OF DIRECTOR: JOHN E. RAU Mgmt For For 1L. ELECTION OF DIRECTOR: JAMES A. RUBRIGHT Mgmt For For 1M. ELECTION OF DIRECTOR: JOHN W. SOMERHALDER II Mgmt For For 1N. ELECTION OF DIRECTOR: BETTINA M. WHYTE Mgmt For For 1O. ELECTION OF DIRECTOR: HENRY C. WOLF Mgmt For For 2. THE RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3. THE APPROVAL OF A NON-BINDING RESOLUTION TO APPROVE Mgmt For For THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. THE APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED Mgmt For For AND RESTATED ARTICLES OF INCORPORATION TO PROVIDE HOLDERS OF AT LEAST 25% OF THE VOTING POWER OF ALL OUTSTANDING SHARES ENTITLED TO VOTE THE RIGHT TO CALL A SPECIAL MEETING OF SHAREHOLDERS. 5. SHAREHOLDER PROPOSAL REGARDING INDEPENDENT CHAIRMAN Shr For Against POLICY. 6. SHAREHOLDER PROPOSAL REGARDING GOALS FOR REDUCING Shr For Against GREENHOUSE GAS EMISSIONS. -------------------------------------------------------------------------------------------------------------------------- AIR PRODUCTS AND CHEMICALS, INC. Agenda Number: 934108312 -------------------------------------------------------------------------------------------------------------------------- Security: 009158106 Meeting Type: Annual Ticker: APD Meeting Date: 22-Jan-2015 ISIN: US0091581068 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: SUSAN K. CARTER Mgmt For For 1B. ELECTION OF DIRECTOR: SEIFI GHASEMI Mgmt For For 1C. ELECTION OF DIRECTOR: DAVID H.Y. HO Mgmt For For 2. APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC Mgmt For For ACCOUNTANTS. RATIFICATION OF APPOINTMENT OF KPMG LLP, AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2015. 3. ADVISORY VOTE ON EXECUTIVE OFFICER COMPENSATION. TO Mgmt For For APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- AMERIPRISE FINANCIAL, INC. Agenda Number: 934141134 -------------------------------------------------------------------------------------------------------------------------- Security: 03076C106 Meeting Type: Annual Ticker: AMP Meeting Date: 29-Apr-2015 ISIN: US03076C1062 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: JAMES M. CRACCHIOLO Mgmt For For 1B. ELECTION OF DIRECTOR: DIANNE NEAL BLIXT Mgmt For For 1C. ELECTION OF DIRECTOR: AMY DIGESO Mgmt For For 1D. ELECTION OF DIRECTOR: LON R. GREENBERG Mgmt For For 1E. ELECTION OF DIRECTOR: SIRI S. MARSHALL Mgmt For For 1F. ELECTION OF DIRECTOR: JEFFREY NODDLE Mgmt For For 1G. ELECTION OF DIRECTOR: H. JAY SARLES Mgmt For For 1H. ELECTION OF DIRECTOR: ROBERT F. SHARPE, JR. Mgmt For For 1I. ELECTION OF DIRECTOR: WILLIAM H. TURNER Mgmt For For 2. TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE Mgmt For For OFFICERS BY A NONBINDING ADVISORY VOTE. 3. TO RATIFY THE AUDIT COMMITTEE'S SELECTION OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. -------------------------------------------------------------------------------------------------------------------------- AMERISOURCEBERGEN CORPORATION Agenda Number: 934118642 -------------------------------------------------------------------------------------------------------------------------- Security: 03073E105 Meeting Type: Annual Ticker: ABC Meeting Date: 05-Mar-2015 ISIN: US03073E1055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: ORNELLA BARRA Mgmt For For 1B. ELECTION OF DIRECTOR: STEVEN H. COLLIS Mgmt For For 1C. ELECTION OF DIRECTOR: DOUGLAS R. CONANT Mgmt For For 1D. ELECTION OF DIRECTOR: RICHARD W. GOCHNAUER Mgmt For For 1E. ELECTION OF DIRECTOR: RICHARD C. GOZON Mgmt For For 1F. ELECTION OF DIRECTOR: LON R. GREENBERG Mgmt For For 1G. ELECTION OF DIRECTOR: JANE E. HENNEY, M.D. Mgmt For For 1H. ELECTION OF DIRECTOR: KATHLEEN W. HYLE Mgmt For For 1I. ELECTION OF DIRECTOR: MICHAEL J. LONG Mgmt For For 1J. ELECTION OF DIRECTOR: HENRY W. MCGEE Mgmt For For 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER Mgmt For For COMPENSATION. 4. STOCKHOLDER PROPOSAL TO PERMIT STOCKHOLDER ACTION BY Shr For Against WRITTEN CONSENT. -------------------------------------------------------------------------------------------------------------------------- BORGWARNER INC. Agenda Number: 934137995 -------------------------------------------------------------------------------------------------------------------------- Security: 099724106 Meeting Type: Annual Ticker: BWA Meeting Date: 29-Apr-2015 ISIN: US0997241064 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: ALEXIS P. MICHAS Mgmt For For 1B. ELECTION OF DIRECTOR: RICHARD O. SCHAUM Mgmt For For 1C. ELECTION OF DIRECTOR: THOMAS T. STALLKAMP Mgmt For For 2. APPROVAL OF THE AMENDED, RESTATED AND RENAMED Mgmt For For BORGWARNER INC. EXECUTIVE INCENTIVE PLAN. 3. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2015. 4. ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE Mgmt For For COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT. 5. AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE OF Mgmt For For INCORPORATION TO REPLACE SUPERMAJORITY VOTING WITH SIMPLE MAJORITY REQUIREMENTS. 6. AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE OF Mgmt For For INCORPORATION TO ALLOW CERTAIN STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF STOCKHOLDERS. 7. ADVISORY APPROVAL OF STOCKHOLDER PROPOSAL TO ALLOW Shr For Against CERTAIN STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF STOCKHOLDERS. -------------------------------------------------------------------------------------------------------------------------- CAREFUSION CORPORATION Agenda Number: 934113705 -------------------------------------------------------------------------------------------------------------------------- Security: 14170T101 Meeting Type: Special Ticker: CFN Meeting Date: 21-Jan-2015 ISIN: US14170T1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. ADOPTION OF THE AGREEMENT & PLAN OF MERGER, DATED AS Mgmt For For OF 5-OCT-2014 (THE "MERGER AGREEMENT"), AS IT MAY BE AMENDED FROM TIME TO TIME, BY & AMONG CAREFUSION CORPORATION (THE "COMPANY"), A DELAWARE CORPORATION, BECTON, DICKINSON & COMPANY, A NEW JERSEY CORPORATION, & GRIFFIN SUB, INC. A DELAWARE CORPORATION & A WHOLLY-OWNED SUBSIDIARY OF BECTON, DICKINSON AND COMPANY. 2. APPROVAL, BY ADVISORY (NON-BINDING) VOTE, ON CERTAIN Mgmt For For COMPENSATION ARRANGEMENTS FOR THE COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. 3. ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR Mgmt For For APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. -------------------------------------------------------------------------------------------------------------------------- COCA-COLA ENTERPRISES INC. Agenda Number: 934139824 -------------------------------------------------------------------------------------------------------------------------- Security: 19122T109 Meeting Type: Annual Ticker: CCE Meeting Date: 28-Apr-2015 ISIN: US19122T1097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR FOR TERM EXPIRING AT THE 2016 Mgmt For For ANNUAL MEETING: JAN BENNINK 1B. ELECTION OF DIRECTOR FOR TERM EXPIRING AT THE 2016 Mgmt For For ANNUAL MEETING: JOHN F. BROCK 1C. ELECTION OF DIRECTOR FOR TERM EXPIRING AT THE 2016 Mgmt For For ANNUAL MEETING: CALVIN DARDEN 1D. ELECTION OF DIRECTOR FOR TERM EXPIRING AT THE 2016 Mgmt For For ANNUAL MEETING: L. PHILLIP HUMANN 1E. ELECTION OF DIRECTOR FOR TERM EXPIRING AT THE 2016 Mgmt For For ANNUAL MEETING: ORRIN H. INGRAM II 1F. ELECTION OF DIRECTOR FOR TERM EXPIRING AT THE 2016 Mgmt For For ANNUAL MEETING: THOMAS H. JOHNSON 1G. ELECTION OF DIRECTOR FOR TERM EXPIRING AT THE 2016 Mgmt For For ANNUAL MEETING: SUZANNE B. LABARGE 1H. ELECTION OF DIRECTOR FOR TERM EXPIRING AT THE 2016 Mgmt For For ANNUAL MEETING: VERONIQUE MORALI 1I. ELECTION OF DIRECTOR FOR TERM EXPIRING AT THE 2016 Mgmt For For ANNUAL MEETING: ANDREA L. SAIA 1J. ELECTION OF DIRECTOR FOR TERM EXPIRING AT THE 2016 Mgmt For For ANNUAL MEETING: GARRY WATTS 1K. ELECTION OF DIRECTOR FOR TERM EXPIRING AT THE 2016 Mgmt For For ANNUAL MEETING: CURTIS R. WELLING 1L. ELECTION OF DIRECTOR FOR TERM EXPIRING AT THE 2016 Mgmt For For ANNUAL MEETING: PHOEBE A. WOOD 2. APPROVAL, BY NON-BINDING VOTE, OF OUR EXECUTIVE Mgmt For For OFFICERS' COMPENSATION. 3. RATIFICATION OF OUR AUDIT COMMITTEE'S APPOINTMENT OF Mgmt For For ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. -------------------------------------------------------------------------------------------------------------------------- DIEBOLD, INCORPORATED Agenda Number: 934137781 -------------------------------------------------------------------------------------------------------------------------- Security: 253651103 Meeting Type: Annual Ticker: DBD Meeting Date: 23-Apr-2015 ISIN: US2536511031 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR PATRICK W. ALLENDER Mgmt For For PHILLIP R. COX Mgmt For For RICHARD L. CRANDALL Mgmt For For GALE S. FITZGERALD Mgmt For For GARY G. GREENFIELD Mgmt For For ANDREAS W. MATTES Mgmt For For ROBERT S. PRATHER, JR. Mgmt For For RAJESH K. SOIN Mgmt For For HENRY D.G. WALLACE Mgmt For For ALAN J. WEBER Mgmt For For 2. TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3. TO APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE Mgmt For For OFFICER COMPENSATION. 4. TO APPROVE THE DIEBOLD, INCORPORATED ANNUAL CASH BONUS Mgmt For For PLAN. -------------------------------------------------------------------------------------------------------------------------- EDISON INTERNATIONAL Agenda Number: 934133024 -------------------------------------------------------------------------------------------------------------------------- Security: 281020107 Meeting Type: Annual Ticker: EIX Meeting Date: 23-Apr-2015 ISIN: US2810201077 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: JAGJEET S. BINDRA Mgmt For For 1B ELECTION OF DIRECTOR: VANESSA C.L. CHANG Mgmt For For 1C ELECTION OF DIRECTOR: THEODORE F. CRAVER, JR. Mgmt For For 1D ELECTION OF DIRECTOR: RICHARD T. SCHLOSBERG, III Mgmt For For 1E ELECTION OF DIRECTOR: LINDA G. STUNTZ Mgmt For For 1F ELECTION OF DIRECTOR: WILLIAM P. SULLIVAN Mgmt For For 1G ELECTION OF DIRECTOR: ELLEN O. TAUSCHER Mgmt For For 1H ELECTION OF DIRECTOR: PETER J. TAYLOR Mgmt For For 1I ELECTION OF DIRECTOR: BRETT WHITE Mgmt For For 2 RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM 3 ADVISORY VOTE TO APPROVE THE COMPANY'S EXECUTIVE Mgmt For For COMPENSATION 4 SHAREHOLDER PROPOSAL REGARDING RECOVERY OF UNEARNED Shr For Against MANAGEMENT BONUSES -------------------------------------------------------------------------------------------------------------------------- EQT CORPORATION Agenda Number: 934127057 -------------------------------------------------------------------------------------------------------------------------- Security: 26884L109 Meeting Type: Annual Ticker: EQT Meeting Date: 15-Apr-2015 ISIN: US26884L1098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: PHILIP G. BEHRMAN, PH.D. Mgmt For For 1.2 ELECTION OF DIRECTOR: A. BRAY CARY, JR. Mgmt For For 1.3 ELECTION OF DIRECTOR: MARGARET K. DORMAN Mgmt For For 1.4 ELECTION OF DIRECTOR: DAVID L. PORGES Mgmt For For 1.5 ELECTION OF DIRECTOR: JAMES E. ROHR Mgmt For For 1.6 ELECTION OF DIRECTOR: DAVID S. SHAPIRA Mgmt For For 1.7 ELECTION OF DIRECTOR: LEE T. TODD, JR., PH.D. Mgmt For For 2. APPROVAL OF A NON-BINDING RESOLUTION REGARDING THE Mgmt For For COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR 2014 (SAY-ON-PAY) 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For PUBLIC ACCOUNTING FIRM 4. SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS BYLAW Shr For Against -------------------------------------------------------------------------------------------------------------------------- FIFTH THIRD BANCORP Agenda Number: 934130066 -------------------------------------------------------------------------------------------------------------------------- Security: 316773100 Meeting Type: Annual Ticker: FITB Meeting Date: 14-Apr-2015 ISIN: US3167731005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: NICHOLAS K. AKINS Mgmt For For 1B. ELECTION OF DIRECTOR: B. EVAN BAYH III Mgmt For For 1C. ELECTION OF DIRECTOR: KATHERINE B. BLACKBURN Mgmt For For 1D. ELECTION OF DIRECTOR: ULYSSES L. BRIDGEMAN, JR. Mgmt For For 1E. ELECTION OF DIRECTOR: EMERSON L. BRUMBACK Mgmt For For 1F. ELECTION OF DIRECTOR: JAMES P. HACKETT Mgmt For For 1G. ELECTION OF DIRECTOR: GARY R. HEMINGER Mgmt For For 1H. ELECTION OF DIRECTOR: JEWELL D. HOOVER Mgmt For For 1I. ELECTION OF DIRECTOR: KEVIN T. KABAT Mgmt For For 1J. ELECTION OF DIRECTOR: MICHAEL B. MCCALLISTER Mgmt For For 1K. ELECTION OF DIRECTOR: HENDRIK G. MEIJER Mgmt For For 1L. ELECTION OF DIRECTOR: MARSHA C. WILLIAMS Mgmt For For 2. APPROVAL OF THE APPOINTMENT OF THE FIRM OF DELOITTE & Mgmt For For TOUCHE LLP TO SERVE AS THE INDEPENDENT EXTERNAL AUDIT FIRM. 3. AN ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE Mgmt For For COMPENSATION. 4. AN ADVISORY VOTE TO RECOMMEND THE FREQUENCY OF Mgmt 1 Year For EXECUTIVE COMPENSATION VOTES. (SEE PROXY STATEMENT FOR FULL PROPOSAL). -------------------------------------------------------------------------------------------------------------------------- FLUOR CORPORATION Agenda Number: 934139901 -------------------------------------------------------------------------------------------------------------------------- Security: 343412102 Meeting Type: Annual Ticker: FLR Meeting Date: 30-Apr-2015 ISIN: US3434121022 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: PETER K. BARKER Mgmt For For 1B. ELECTION OF DIRECTOR: ALAN M. BENNETT Mgmt For For 1C. ELECTION OF DIRECTOR: ROSEMARY T. BERKERY Mgmt For For 1D. ELECTION OF DIRECTOR: PETER J. FLUOR Mgmt For For 1E. ELECTION OF DIRECTOR: DEBORAH D. MCWHINNEY Mgmt For For 1F. ELECTION OF DIRECTOR: ARMANDO J. OLIVERA Mgmt For For 1G. ELECTION OF DIRECTOR: JOSEPH W. PRUEHER Mgmt For For 1H. ELECTION OF DIRECTOR: MATTHEW K. ROSE Mgmt For For 1I. ELECTION OF DIRECTOR: DAVID T. SEATON Mgmt For For 1J. ELECTION OF DIRECTOR: NADER H. SULTAN Mgmt For For 1K. ELECTION OF DIRECTOR: LYNN C. SWANN Mgmt For For 2. AN ADVISORY VOTE TO APPROVE THE COMPANY'S EXECUTIVE Mgmt For For COMPENSATION 3. THE RATIFICATION OF THE APPOINTMENT BY OUR AUDIT Mgmt For For COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 4. A STOCKHOLDER PROPOSAL REQUESTING DISCLOSURE OF Shr For Against POLITICAL CONTRIBUTIONS -------------------------------------------------------------------------------------------------------------------------- FMC CORPORATION Agenda Number: 934149471 -------------------------------------------------------------------------------------------------------------------------- Security: 302491303 Meeting Type: Annual Ticker: FMC Meeting Date: 28-Apr-2015 ISIN: US3024913036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: EDUARDO E. CORDEIRO Mgmt For For 1B. ELECTION OF DIRECTOR: G. PETER D'ALOIA Mgmt For For 1C. ELECTION OF DIRECTOR: C. SCOTT GREER Mgmt For For 1D. ELECTION OF DIRECTOR: K'LYNNE JOHNSON Mgmt For For 1E. ELECTION OF DIRECTOR: PAUL J. NORRIS Mgmt For For 1F. ELECTION OF DIRECTOR: WILLIAM H. POWELL Mgmt For For 1G. ELECTION OF DIRECTOR: VINCENT R. VOLPE, JR. Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM. 3. APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE Mgmt For For COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- HANCOCK HOLDING COMPANY Agenda Number: 934135078 -------------------------------------------------------------------------------------------------------------------------- Security: 410120109 Meeting Type: Annual Ticker: HBHC Meeting Date: 28-Apr-2015 ISIN: US4101201097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR JOHN M. HAIRSTON Mgmt For For JAMES H. HORNE Mgmt For For JERRY L. LEVENS Mgmt For For CHRISTINE L. PICKERING Mgmt For For 2. TO HOLD AN ADVISORY VOTE ON THE COMPENSATION OF OUR Mgmt For For NAMED EXECUTIVE OFFICERS. 3. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT THE BOOKS OF THE COMPANY AND ITS SUBSIDIARIES FOR 2015. -------------------------------------------------------------------------------------------------------------------------- HARLEY-DAVIDSON, INC. Agenda Number: 934136789 -------------------------------------------------------------------------------------------------------------------------- Security: 412822108 Meeting Type: Annual Ticker: HOG Meeting Date: 25-Apr-2015 ISIN: US4128221086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR R. JOHN ANDERSON Mgmt For For RICHARD I. BEATTIE Mgmt For For MICHAEL J. CAVE Mgmt For For GEORGE H. CONRADES Mgmt For For DONALD A. JAMES Mgmt For For MATTHEW S. LEVATICH Mgmt For For SARA L. LEVINSON Mgmt For For N. THOMAS LINEBARGER Mgmt For For GEORGE L. MILES, JR. Mgmt For For JAMES A. NORLING Mgmt For For JOCHEN ZEITZ Mgmt For For 2. APPROVAL OF AMENDMENT TO THE RESTATED ARTICLES OF Mgmt For For INCORPORATION TO ALLOW FOR A MAJORITY VOTING STANDARD IN DIRECTOR ELECTIONS. 3. APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE Mgmt For For GOALS UNDER THE HARLEY-DAVIDSON, INC. EMPLOYEE INCENTIVE PLAN. 4. APPROVAL, BY ADVISORY VOTE, OF THE COMPENSATION OF OUR Mgmt For For NAMED EXECUTIVE OFFICERS. 5. RATIFICATION OF SELECTION OF ERNST & YOUNG LLP, Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, TO BE THE AUDITORS. -------------------------------------------------------------------------------------------------------------------------- PETSMART, INC. Agenda Number: 934123960 -------------------------------------------------------------------------------------------------------------------------- Security: 716768106 Meeting Type: Special Ticker: PETM Meeting Date: 06-Mar-2015 ISIN: US7167681060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO CONSIDER AND VOTE ON A PROPOSAL TO ADOPT THE Mgmt For For AGREEMENT AND PLAN MERGER (AS IT MAY BE AMENDED FROM TIME TO TIME, THE MERGER AGREEMENT"), DATED AS OF DECEMBER 14, 2014, BY AND AMONG PETSMART, INC., ARGOS HOLDINGS INC., A DELAWARE CORPORATION ("PARENT"), AND ARGOS MERGER SUB INC., A DELAWARE CORPORATION AND WHOLLY OWNED SUBSIDIARY OF PARENT. 2. TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, Mgmt For For SPECIFIED COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF PETSMART, INC. IN CONNECTION WITH THE MERGER. 3. TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING FROM Mgmt For For TIME TO TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT. -------------------------------------------------------------------------------------------------------------------------- REGAL-BELOIT CORPORATION Agenda Number: 934139139 -------------------------------------------------------------------------------------------------------------------------- Security: 758750103 Meeting Type: Annual Ticker: RBC Meeting Date: 27-Apr-2015 ISIN: US7587501039 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: STEPHEN M. BURT Mgmt For For 1B. ELECTION OF DIRECTOR: ANESA CHAIBI Mgmt For For 1C. ELECTION OF DIRECTOR: DEAN A. FOATE Mgmt For For 1D. ELECTION OF DIRECTOR: HENRY W. KNUEPPEL Mgmt For For 2. TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE Mgmt For For COMPANY'S ARTICLES OF INCORPORATION TO DECLASSIFY THE COMPANY'S BOARD OF DIRECTORS. 3. TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE Mgmt For For COMPANY'S ARTICLES OF INCORPORATION TO REMOVE THE HYPHEN FROM THE COMPANY'S LEGAL NAME. 4. ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S Mgmt For For NAMED EXECUTIVE OFFICERS. 5. TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS Mgmt For For THE INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR ENDING JANUARY 2, 2016. -------------------------------------------------------------------------------------------------------------------------- SALLY BEAUTY HOLDINGS, INC. Agenda Number: 934108590 -------------------------------------------------------------------------------------------------------------------------- Security: 79546E104 Meeting Type: Annual Ticker: SBH Meeting Date: 29-Jan-2015 ISIN: US79546E1047 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR KATHERINE BUTTON BELL Mgmt For For JOHN R. GOLLIHER Mgmt For For ROBERT R. MCMASTER Mgmt For For SUSAN R. MULDER Mgmt For For EDWARD W. RABIN Mgmt For For GARY G. WINTERHALTER Mgmt For For 2. RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE Mgmt For For GOALS INCLUDED IN THE SALLY BEAUTY HOLDINGS AMENDED AND RESTATED 2010 OMNIBUS INCENTIVE PLAN. 3. RATIFICATION OF THE SELECTION OF KPMG LLP AS THE Mgmt For For CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2015. -------------------------------------------------------------------------------------------------------------------------- SCANA CORPORATION Agenda Number: 934151351 -------------------------------------------------------------------------------------------------------------------------- Security: 80589M102 Meeting Type: Annual Ticker: SCG Meeting Date: 30-Apr-2015 ISIN: US80589M1027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR JAMES A. BENNETT Mgmt For For LYNNE M. MILLER Mgmt For For JAMES W. ROQUEMORE Mgmt For For MACEO K. SLOAN Mgmt For For 2. APPROVAL OF A LONG-TERM EQUITY COMPENSATION PLAN Mgmt For For 3. APPROVAL OF THE APPOINTMENT OF THE INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM 4. APPROVAL OF BOARD-PROPOSED AMENDMENTS TO ARTICLE 8 OF Mgmt For For OUR ARTICLES OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS AND PROVIDE FOR THE ANNUAL ELECTION OF ALL DIRECTORS -------------------------------------------------------------------------------------------------------------------------- SPECTRA ENERGY CORP Agenda Number: 934141095 -------------------------------------------------------------------------------------------------------------------------- Security: 847560109 Meeting Type: Annual Ticker: SE Meeting Date: 28-Apr-2015 ISIN: US8475601097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: GREGORY L. EBEL Mgmt For For 1B. ELECTION OF DIRECTOR: F. ANTHONY COMPER Mgmt For For 1C. ELECTION OF DIRECTOR: AUSTIN A. ADAMS Mgmt For For 1D. ELECTION OF DIRECTOR: JOSEPH ALVARADO Mgmt For For 1E. ELECTION OF DIRECTOR: PAMELA L. CARTER Mgmt For For 1F. ELECTION OF DIRECTOR: CLARENCE P. CAZALOT JR Mgmt For For 1G. ELECTION OF DIRECTOR: PETER B. HAMILTON Mgmt For For 1H. ELECTION OF DIRECTOR: MIRANDA C. HUBBS Mgmt For For 1I. ELECTION OF DIRECTOR: MICHAEL MCSHANE Mgmt For For 1J. ELECTION OF DIRECTOR: MICHAEL G. MORRIS Mgmt For For 1K. ELECTION OF DIRECTOR: MICHAEL E.J. PHELPS Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP AS SPECTRA ENERGY CORP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 3. AN ADVISORY RESOLUTION TO APPROVE EXECUTIVE Mgmt For For COMPENSATION. 4. SHAREHOLDER PROPOSAL CONCERNING DISCLOSURE OF Shr For Against POLITICAL CONTRIBUTIONS. 5. SHAREHOLDER PROPOSAL CONCERNING DISCLOSURE OF LOBBYING Shr For Against ACTIVITIES. -------------------------------------------------------------------------------------------------------------------------- SUNTRUST BANKS, INC. Agenda Number: 934128819 -------------------------------------------------------------------------------------------------------------------------- Security: 867914103 Meeting Type: Annual Ticker: STI Meeting Date: 28-Apr-2015 ISIN: US8679141031 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: ROBERT M. BEALL, II Mgmt For For 1B. ELECTION OF DIRECTOR: PAUL R. GARCIA Mgmt For For 1C. ELECTION OF DIRECTOR: DAVID H. HUGHES Mgmt For For 1D. ELECTION OF DIRECTOR: M. DOUGLAS IVESTER Mgmt For For 1E. ELECTION OF DIRECTOR: KYLE PRECHTL LEGG Mgmt For For 1F. ELECTION OF DIRECTOR: WILLIAM A. LINNENBRINGER Mgmt For For 1G. ELECTION OF DIRECTOR: DONNA S. MOREA Mgmt For For 1H. ELECTION OF DIRECTOR: DAVID M. RATCLIFFE Mgmt For For 1I. ELECTION OF DIRECTOR: WILLIAM H. ROGERS, JR. Mgmt For For 1J. ELECTION OF DIRECTOR: FRANK P. SCRUGGS, JR. Mgmt For For 1K. ELECTION OF DIRECTOR: THOMAS R. WATJEN Mgmt For For 1L. ELECTION OF DIRECTOR: DR. PHAIL WYNN, JR. Mgmt For For 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S Mgmt For For EXECUTIVE COMPENSATION. 3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR Mgmt For For INDEPENDENT AUDITOR FOR 2015. 4. SHAREHOLDER PROPOSAL REGARDING RECOUPMENT DISCLOSURE. Shr For Against -------------------------------------------------------------------------------------------------------------------------- SYNOPSYS, INC. Agenda Number: 934126598 -------------------------------------------------------------------------------------------------------------------------- Security: 871607107 Meeting Type: Annual Ticker: SNPS Meeting Date: 02-Apr-2015 ISIN: US8716071076 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR AART J. DE GEUS Mgmt For For CHI-FOON CHAN Mgmt For For ALFRED CASTINO Mgmt For For JANICE D. CHAFFIN Mgmt For For BRUCE R. CHIZEN Mgmt For For DEBORAH A. COLEMAN Mgmt For For C.L. "MAX" NIKIAS Mgmt For For JOHN SCHWARZ Mgmt For For ROY VALLEE Mgmt For For STEVEN C. WALSKE Mgmt For For 2. TO APPROVE OUR 2006 EMPLOYEE EQUITY INCENTIVE PLAN, AS Mgmt For For AMENDED, IN ORDER TO, AMONG OTHER ITEMS, INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THAT PLAN BY 3,800,000 SHARES. 3. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF Mgmt For For OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT. 4. TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- TCF FINANCIAL CORPORATION Agenda Number: 934134583 -------------------------------------------------------------------------------------------------------------------------- Security: 872275102 Meeting Type: Annual Ticker: TCB Meeting Date: 22-Apr-2015 ISIN: US8722751026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR PETER BELL Mgmt For For WILLIAM F. BIEBER Mgmt For For THEODORE J. BIGOS Mgmt For For WILLIAM A. COOPER Mgmt For For THOMAS A. CUSICK Mgmt For For CRAIG R. DAHL Mgmt For For KAREN L. GRANDSTRAND Mgmt For For THOMAS F. JASPER Mgmt For For GEORGE G. JOHNSON Mgmt For For RICHARD H. KING Mgmt For For VANCE K. OPPERMAN Mgmt Withheld Against JAMES M. RAMSTAD Mgmt For For ROGER J. SIT Mgmt For For BARRY N. WINSLOW Mgmt For For RICHARD A. ZONA Mgmt For For 2. APPROVE THE TCF FINANCIAL 2015 OMNIBUS INCENTIVE PLAN Mgmt For For 3. APPROVE AN AMENDED AND RESTATED CERTIFICATE OF Mgmt For For INCORPORATION 4. STOCKHOLDER PROPOSAL REGARDING PROXY ACCESS (IF Shr For Against PROPERLY PRESENTED) 5. STOCKHOLDER PROPOSAL REGARDING SEVERANCE (IF PROPERLY Shr For Against PRESENTED) 6. ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE Mgmt Against Against COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT 7. ADVISORY (NON-BINDING) VOTE TO RATIFY THE APPOINTMENT Mgmt For For OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015 -------------------------------------------------------------------------------------------------------------------------- THE COOPER COMPANIES, INC. Agenda Number: 934122829 -------------------------------------------------------------------------------------------------------------------------- Security: 216648402 Meeting Type: Annual Ticker: COO Meeting Date: 16-Mar-2015 ISIN: US2166484020 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: A. THOMAS BENDER Mgmt For For 1B. ELECTION OF DIRECTOR: MICHAEL H. KALKSTEIN Mgmt For For 1C. ELECTION OF DIRECTOR: JODY S. LINDELL Mgmt For For 1D. ELECTION OF DIRECTOR: GARY S. PETERSMEYER Mgmt For For 1E. ELECTION OF DIRECTOR: STEVEN ROSENBERG Mgmt For For 1F. ELECTION OF DIRECTOR: ALLAN E. RUBENSTEIN, M.D. Mgmt For For 1G. ELECTION OF DIRECTOR: ROBERT S. WEISS Mgmt For For 1H. ELECTION OF DIRECTOR: STANLEY ZINBERG, M.D. Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COOPER COMPANIES, INC. FOR THE FISCAL YEAR ENDING OCTOBER 31, 2015. 3. AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED Mgmt For For EXECUTIVE OFFICERS AS PRESENTED IN THE PROXY STATEMENT. TFGT Premium Yield Equity Fund -------------------------------------------------------------------------------------------------------------------------- ARES CAPITAL CORPORATION Agenda Number: 934144914 -------------------------------------------------------------------------------------------------------------------------- Security: 04010L103 Meeting Type: Special Ticker: ARCC Meeting Date: 29-Apr-2015 ISIN: US04010L1035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO AUTHORIZE THE COMPANY, WITH THE APPROVAL OF ITS Mgmt For For BOARD OF DIRECTORS, TO SELL OR OTHERWISE ISSUE SHARES OF ITS COMMON STOCK AT A PRICE BELOW ITS THEN CURRENT NET ASSET VALUE PER SHARE SUBJECT TO THE LIMITATIONS SET FORTH IN THE PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS -------------------------------------------------------------------------------------------------------------------------- ARES CAPITAL CORPORATION Agenda Number: 934143051 -------------------------------------------------------------------------------------------------------------------------- Security: 04010L103 Meeting Type: Annual Ticker: ARCC Meeting Date: 29-Apr-2015 ISIN: US04010L1035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: STEVE BARTLETT Mgmt For For 1.2 ELECTION OF DIRECTOR: ROBERT L. ROSEN Mgmt For For 1.3 ELECTION OF DIRECTOR: BENNETT ROSENTHAL Mgmt For For 2. TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- AT&T INC. Agenda Number: 934134064 -------------------------------------------------------------------------------------------------------------------------- Security: 00206R102 Meeting Type: Annual Ticker: T Meeting Date: 24-Apr-2015 ISIN: US00206R1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: RANDALL L. STEPHENSON Mgmt For For 1B. ELECTION OF DIRECTOR: SCOTT T. FORD Mgmt For For 1C. ELECTION OF DIRECTOR: GLENN H. HUTCHINS Mgmt For For 1D. ELECTION OF DIRECTOR: WILLIAM E. KENNARD Mgmt For For 1E. ELECTION OF DIRECTOR: JON C. MADONNA Mgmt For For 1F. ELECTION OF DIRECTOR: MICHAEL B. MCCALLISTER Mgmt For For 1G. ELECTION OF DIRECTOR: JOHN B. MCCOY Mgmt For For 1H. ELECTION OF DIRECTOR: BETH E. MOONEY Mgmt For For 1I. ELECTION OF DIRECTOR: JOYCE M. ROCHE Mgmt For For 1J. ELECTION OF DIRECTOR: MATTHEW K. ROSE Mgmt For For 1K. ELECTION OF DIRECTOR: CYNTHIA B. TAYLOR Mgmt For For 1L. ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON Mgmt For For 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. Mgmt For For 3. ADVISORY APPROVAL OF EXECUTIVE COMPENSATION. Mgmt Against Against 4. POLITICAL SPENDING REPORT. Shr For Against 5. LOBBYING REPORT. Shr For Against 6. SPECIAL MEETINGS. Shr Against For -------------------------------------------------------------------------------------------------------------------------- BANK OF MONTREAL Agenda Number: 934133062 -------------------------------------------------------------------------------------------------------------------------- Security: 063671101 Meeting Type: Annual Ticker: BMO Meeting Date: 31-Mar-2015 ISIN: CA0636711016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR JANICE M. BABIAK Mgmt For For SOPHIE BROCHU Mgmt For For GEORGE A. COPE Mgmt For For WILLIAM A. DOWNE Mgmt For For CHRISTINE A. EDWARDS Mgmt For For MARTIN S. EICHENBAUM Mgmt For For RONALD H. FARMER Mgmt For For ERIC R. LA FLÈCHE Mgmt For For LORRAINE MITCHELMORE Mgmt For For PHILIP S. ORSINO Mgmt For For MARTHA C. PIPER Mgmt For For J. ROBERT S. PRICHARD Mgmt For For DON M. WILSON III Mgmt For For 02 APPOINTMENT OF SHAREHOLDERS' AUDITORS Mgmt For For 03 ADVISORY VOTE ON THE BANK'S APPROACH TO EXECUTIVE Mgmt For For COMPENSATION 04 SHAREHOLDER PROPOSAL NO. 1 Shr For Against 05 SHAREHOLDER PROPOSAL NO. 2 Shr For Against 06 SHAREHOLDER PROPOSAL NO. 3 Shr For Against -------------------------------------------------------------------------------------------------------------------------- BCE INC. Agenda Number: 934152125 -------------------------------------------------------------------------------------------------------------------------- Security: 05534B760 Meeting Type: Annual Ticker: BCE Meeting Date: 30-Apr-2015 ISIN: CA05534B7604 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR B.K. ALLEN Mgmt For For R.A. BRENNEMAN Mgmt For For S. BROCHU Mgmt For For R.E. BROWN Mgmt For For G.A. COPE Mgmt For For D.F. DENISON Mgmt For For R.P. DEXTER Mgmt For For I. GREENBERG Mgmt For For G.M. NIXON Mgmt For For T.C. O'NEILL Mgmt For For R.C. SIMMONDS Mgmt For For C. TAYLOR Mgmt For For P.R. WEISS Mgmt For For 02 APPOINTMENT OF DELOITTE LLP AS AUDITORS. Mgmt For For 03 RESOLVED, ON AN ADVISORY BASIS AND NOT TO DIMINISH THE Mgmt For For ROLE AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS, THAT THE SHAREHOLDERS ACCEPT THE APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN THE 2015 MANAGEMENT PROXY CIRCULAR DATED MARCH 5, 2015 DELIVERED IN ADVANCE OF THE 2015 ANNUAL MEETING OF SHAREHOLDERS OF BCE. 04 RESOLVED, AS AN ORDINARY RESOLUTION, THAT THE Mgmt For For AMENDMENTS TO BY-LAW ONE OF THE CORPORATION, IN THE FORM ADOPTED BY THE BOARD OF DIRECTORS OF BCE INC. ON FEBRUARY 5, 2015 AND REFLECTED IN THE AMENDED AND RESTATED BY-LAW ONE OF THE CORPORATION ATTACHED AS SCHEDULE A TO THE MANAGEMENT PROXY CIRCULAR OF THE CORPORATION DATED MARCH 5, 2015, BE AND ARE HEREBY CONFIRMED. 5A PROPOSAL NO. 1 DIRECTOR QUALIFICATIONS. Shr For Against 5B PROPOSAL NO. 2 GENDER EQUALITY. Shr For Against 5C PROPOSAL NO. 3 BUSINESS AND PRICING PRACTICES. Shr For Against -------------------------------------------------------------------------------------------------------------------------- EATON CORPORATION PLC Agenda Number: 934136549 -------------------------------------------------------------------------------------------------------------------------- Security: G29183103 Meeting Type: Annual Ticker: ETN Meeting Date: 22-Apr-2015 ISIN: IE00B8KQN827 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: TODD M. BLUEDORN Mgmt For For 1B. ELECTION OF DIRECTOR: CHRISTOPHER M. CONNOR Mgmt For For 1C. ELECTION OF DIRECTOR: MICHAEL J. CRITELLI Mgmt For For 1D. ELECTION OF DIRECTOR: ALEXANDER M. CUTLER Mgmt For For 1E. ELECTION OF DIRECTOR: CHARLES E. GOLDEN Mgmt For For 1F. ELECTION OF DIRECTOR: LINDA A. HILL Mgmt For For 1G. ELECTION OF DIRECTOR: ARTHUR E. JOHNSON Mgmt For For 1H. ELECTION OF DIRECTOR: NED C. LAUTENBACH Mgmt For For 1I. ELECTION OF DIRECTOR: DEBORAH L. MCCOY Mgmt For For 1J. ELECTION OF DIRECTOR: GREGORY R. PAGE Mgmt For For 1K. ELECTION OF DIRECTOR: SANDRA PIANALTO Mgmt For For 1L. ELECTION OF DIRECTOR: GERALD B. SMITH Mgmt For For 2. APPROVING A PROPOSED 2015 STOCK PLAN. Mgmt For For 3. APPROVING THE APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For INDEPENDENT AUDITOR FOR 2015 AND AUTHORIZING THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET ITS REMUNERATION. 4. ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE Mgmt For For COMPENSATION. 5. AUTHORIZING THE COMPANY AND ANY SUBSIDIARY OF THE Mgmt For For COMPANY TO MAKE OVERSEAS MARKET PURCHASES OF COMPANY SHARES. -------------------------------------------------------------------------------------------------------------------------- GENERAL ELECTRIC COMPANY Agenda Number: 934135864 -------------------------------------------------------------------------------------------------------------------------- Security: 369604103 Meeting Type: Annual Ticker: GE Meeting Date: 22-Apr-2015 ISIN: US3696041033 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management A1 ELECTION OF DIRECTOR: W. GEOFFREY BEATTIE Mgmt For For A2 ELECTION OF DIRECTOR: JOHN J. BRENNAN Mgmt For For A3 ELECTION OF DIRECTOR: JAMES I. CASH, JR. Mgmt For For A4 ELECTION OF DIRECTOR: FRANCISCO D'SOUZA Mgmt For For A5 ELECTION OF DIRECTOR: MARIJN E. DEKKERS Mgmt For For A6 ELECTION OF DIRECTOR: SUSAN J. HOCKFIELD Mgmt For For A7 ELECTION OF DIRECTOR: JEFFREY R. IMMELT Mgmt For For A8 ELECTION OF DIRECTOR: ANDREA JUNG Mgmt For For A9 ELECTION OF DIRECTOR: ROBERT W. LANE Mgmt For For A10 ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Mgmt For For A11 ELECTION OF DIRECTOR: JAMES J. MULVA Mgmt For For A12 ELECTION OF DIRECTOR: JAMES E. ROHR Mgmt For For A13 ELECTION OF DIRECTOR: MARY L. SCHAPIRO Mgmt For For A14 ELECTION OF DIRECTOR: ROBERT J. SWIERINGA Mgmt For For A15 ELECTION OF DIRECTOR: JAMES S. TISCH Mgmt For For A16 ELECTION OF DIRECTOR: DOUGLAS A. WARNER III Mgmt For For B1 ADVISORY APPROVAL OF OUR NAMED EXECUTIVES' Mgmt For For COMPENSATION B2 RATIFICATION OF KPMG AS INDEPENDENT AUDITOR FOR 2015 Mgmt For For C1 CUMULATIVE VOTING Shr Against For C2 WRITTEN CONSENT Shr Against For C3 ONE DIRECTOR FROM RANKS OF RETIREES Shr Against For C4 HOLY LAND PRINCIPLES Shr For Against C5 LIMIT EQUITY VESTING UPON CHANGE IN CONTROL Shr Against For -------------------------------------------------------------------------------------------------------------------------- HCP, INC. Agenda Number: 934144293 -------------------------------------------------------------------------------------------------------------------------- Security: 40414L109 Meeting Type: Annual Ticker: HCP Meeting Date: 30-Apr-2015 ISIN: US40414L1098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: BRIAN G. CARTWRIGHT Mgmt For For 1B. ELECTION OF DIRECTOR: CHRISTINE N. GARVEY Mgmt For For 1C. ELECTION OF DIRECTOR: DAVID B. HENRY Mgmt For For 1D. ELECTION OF DIRECTOR: JAMES P. HOFFMANN Mgmt For For 1E. ELECTION OF DIRECTOR: LAURALEE E. MARTIN Mgmt For For 1F. ELECTION OF DIRECTOR: MICHAEL D. MCKEE Mgmt For For 1G. ELECTION OF DIRECTOR: PETER L. RHEIN Mgmt For For 1H. ELECTION OF DIRECTOR: JOSEPH P. SULLIVAN Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP AS HCP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3. APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE Mgmt For For COMPENSATION. 4. STOCKHOLDER PROPOSAL - PROXY ACCESS. Shr For Against -------------------------------------------------------------------------------------------------------------------------- JOHNSON & JOHNSON Agenda Number: 934134761 -------------------------------------------------------------------------------------------------------------------------- Security: 478160104 Meeting Type: Annual Ticker: JNJ Meeting Date: 23-Apr-2015 ISIN: US4781601046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: MARY SUE COLEMAN Mgmt For For 1B. ELECTION OF DIRECTOR: D. SCOTT DAVIS Mgmt For For 1C. ELECTION OF DIRECTOR: IAN E.L. DAVIS Mgmt For For 1D. ELECTION OF DIRECTOR: ALEX GORSKY Mgmt For For 1E. ELECTION OF DIRECTOR: SUSAN L. LINDQUIST Mgmt For For 1F. ELECTION OF DIRECTOR: MARK B. MCCLELLAN Mgmt For For 1G. ELECTION OF DIRECTOR: ANNE M. MULCAHY Mgmt For For 1H. ELECTION OF DIRECTOR: WILLIAM D. PEREZ Mgmt For For 1I. ELECTION OF DIRECTOR: CHARLES PRINCE Mgmt For For 1J. ELECTION OF DIRECTOR: A. EUGENE WASHINGTON Mgmt For For 1K. ELECTION OF DIRECTOR: RONALD A. WILLIAMS Mgmt For For 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER Mgmt For For COMPENSATION 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For PUBLIC ACCOUNTING FIRM FOR 2015 4. SHAREHOLDER PROPOSAL - COMMON SENSE POLICY REGARDING Shr For Against OVEREXTENDED DIRECTORS 5. SHAREHOLDER PROPOSAL - ALIGNMENT BETWEEN CORPORATE Shr For Against VALUES AND POLITICAL CONTRIBUTIONS 6. SHAREHOLDER PROPOSAL - INDEPENDENT BOARD CHAIRMAN Shr For Against -------------------------------------------------------------------------------------------------------------------------- NOVARTIS AG Agenda Number: 934123681 -------------------------------------------------------------------------------------------------------------------------- Security: 66987V109 Meeting Type: Annual Ticker: NVS Meeting Date: 27-Feb-2015 ISIN: US66987V1098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. APPROVAL OF THE ANNUAL REPORT OF NOVARTIS AG, THE Mgmt For For FINANCIAL STATEMENTS OF NOVARTIS AG AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2014 FINANCIAL YEAR 2. DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE BOARD Mgmt For For OF DIRECTORS AND THE EXECUTIVE COMMITTEE 3. APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS AG AS Mgmt For For PER BALANCE SHEET AND DECLARATION OF DIVIDEND 4. REDUCTION OF SHARE CAPITAL Mgmt For For 5. REVISION OF THE ARTICLES OF INCORPORATION Mgmt For For 6A. VOTES ON COMPENSATION FOR THE MEMBERS OF THE BOARD OF Mgmt For For DIRECTORS AND THE EXECUTIVE COMMITTEE: BINDING VOTE ON TOTAL COMPENSATION FOR MEMBERS OF THE BOARD OF DIRECTORS FROM THE 2015 ANNUAL GENERAL MEETING TO THE 2016 ANNUAL GENERAL MEETING 6B. VOTES ON COMPENSATION FOR THE MEMBERS OF THE BOARD OF Mgmt For For DIRECTORS AND THE EXECUTIVE COMMITTEE: BINDING VOTE ON TOTAL COMPENSATION FOR MEMBERS OF THE EXECUTIVE COMMITTEE FOR THE NEXT FINANCIAL YEAR, I.E. 2016 6C. VOTES ON COMPENSATION FOR THE MEMBERS OF THE BOARD OF Mgmt For For DIRECTORS AND THE EXECUTIVE COMMITTEE: ADVISORY VOTE ON THE 2014 COMPENSATION REPORT 7A. RE-ELECTION OF JOERG REINHARDT, PH.D., AND RE-ELECTION Mgmt For For AS CHAIRMAN OF THE BOARD OF DIRECTORS (IN A SINGLE VOTE) 7B. RE-ELECTION OF DIMITRI AZAR, M.D. Mgmt For For 7C. RE-ELECTION OF VERENA A. BRINER, M.D. Mgmt For For 7D. RE-ELECTION OF SRIKANT DATAR, PH.D. Mgmt For For 7E. RE-ELECTION OF ANN FUDGE Mgmt For For 7F. RE-ELECTION OF PIERRE LANDOLT, PH.D. Mgmt For For 7G. RE-ELECTION OF ANDREAS VON PLANTA, PH.D. Mgmt For For 7H. RE-ELECTION OF CHARLES L. SAWYERS, M.D. Mgmt For For 7I. RE-ELECTION OF ENRICO VANNI, PH.D. Mgmt For For 7J. RE-ELECTION OF WILLIAM T. WINTERS Mgmt For For 7K. ELECTION OF NANCY C. ANDREWS, M.D., PH.D. Mgmt For For 8A. RE-ELECTION OF SRIKANT DATAR, PH.D., AS MEMBER OF THE Mgmt For For COMPENSATION COMMITTEE 8B. RE-ELECTION OF ANN FUDGE AS MEMBER OF THE COMPENSATION Mgmt For For COMMITTEE 8C. RE-ELECTION OF ENRICO VANNI, PH.D., AS MEMBER OF THE Mgmt For For COMPENSATION COMMITTEE 8D. ELECTION OF WILLIAM T. WINTERS AS MEMBER OF THE Mgmt For For COMPENSATION COMMITTEE 9. RE-ELECTION OF THE STATUTORY AUDITOR Mgmt For For 10. RE-ELECTION OF THE INDEPENDENT PROXY Mgmt For For 11. P58679L INSTRUCTIONS IN CASE OF ALTERNATIVE MOTIONS Mgmt Abstain UNDER THE AGENDA ITEMS PUBLISHED IN THE NOTICE OF ANNUAL GENERAL MEETING, AND/OR OF MOTIONS RELATING TO ADDITIONAL AGENDA ITEMS ACCORDING TO ARTICLE 700 PARAGRAPH 3 OF THE SWISS CODE OF OBLIGATIONS IF ALTERNATIVE MOTIONS UNDER THE AGENDA ITEMS PUBLISHED IN THE NOTICE OF ANNUAL GENERAL MEETING AND/OR MOTIONS RELATING TO ADDITIONAL AGENDA ITEMS ACCORDING TO ARTICLE 700 PARAGRAPH 3 OF THE SWISS CODE OF OBLIGATIONS ARE PROPOSED AT THE ANNUAL GENERAL ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL) -------------------------------------------------------------------------------------------------------------------------- OMEGA HEALTHCARE INVESTORS, INC. Agenda Number: 934132743 -------------------------------------------------------------------------------------------------------------------------- Security: 681936100 Meeting Type: Special Ticker: OHI Meeting Date: 27-Mar-2015 ISIN: US6819361006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO APPROVE THE ISSUANCE OF SHARES OF OMEGA COMMON Mgmt For For STOCK TO THE STOCKHOLDERS OF AVIV REIT, INC. ("AVIV") IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 30, 2014 BY AND AMONG OMEGA HEALTHCARE INVESTORS, INC. ("OMEGA"), OHI HEALTHCARE PROPERTIES HOLDCO, INC., OHI ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). 2 TO AMEND OMEGA'S ARTICLES OF AMENDMENT AND RESTATEMENT Mgmt For For TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OMEGA CAPITAL STOCK FROM 220,000,000 TO 370,000,000 AND THE NUMBER OF AUTHORIZED SHARES OF OMEGA COMMON STOCK FROM 200,000,000 TO 350,000,000. 3 TO AMEND OMEGA'S ARTICLES OF AMENDMENT AND RESTATEMENT Mgmt For For TO DECLASSIFY OMEGA'S BOARD OF DIRECTORS AND PROVIDE THAT DIRECTORS SHALL BE ELECTED FOR ONE-YEAR TERMS. 4 TO AMEND OMEGA'S ARTICLES OF AMENDMENT AND RESTATEMENT Mgmt For For TO REMOVE THE SUPERMAJORITY VOTING REQUIREMENT (80%) FOR FUTURE AMENDMENTS RELATING TO THE TERMS OF DIRECTORS. 5 TO ADJOURN THE OMEGA SPECIAL MEETING TO A LATER DATE Mgmt For For OR DATES, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES FOR THE PROPOSALS TO ISSUE OMEGA COMMON STOCK IN CONNECTION WITH THE MERGER AND THE CHARTER AMENDMENT TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OMEGA COMMON STOCK. -------------------------------------------------------------------------------------------------------------------------- PEOPLE'S UNITED FINANCIAL, INC. Agenda Number: 934130713 -------------------------------------------------------------------------------------------------------------------------- Security: 712704105 Meeting Type: Annual Ticker: PBCT Meeting Date: 16-Apr-2015 ISIN: US7127041058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR JOHN P. BARNES Mgmt For For COLLIN P. BARON Mgmt Withheld Against KEVIN T. BOTTOMLEY Mgmt For For GEORGE P. CARTER Mgmt For For WILLIAM F. CRUGER, JR. Mgmt For For JOHN K. DWIGHT Mgmt For For JERRY FRANKLIN Mgmt For For JANET M. HANSEN Mgmt For For RICHARD M. HOYT Mgmt For For NANCY MCALLISTER Mgmt For For MARK W. RICHARDS Mgmt For For KIRK W. WALTERS Mgmt For For 2. APPROVE THE ADVISORY (NON-BINDING) RESOLUTION RELATING Mgmt Against Against TO THE COMPENSATION OF NAMED EXECUTIVE OFFICERS. 3. RATIFY KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC Mgmt For For ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------------------------------------------------- PFIZER INC. Agenda Number: 934135927 -------------------------------------------------------------------------------------------------------------------------- Security: 717081103 Meeting Type: Annual Ticker: PFE Meeting Date: 23-Apr-2015 ISIN: US7170811035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: DENNIS A. AUSIELLO Mgmt For For 1B. ELECTION OF DIRECTOR: W. DON CORNWELL Mgmt For For 1C. ELECTION OF DIRECTOR: FRANCES D. FERGUSSON Mgmt For For 1D. ELECTION OF DIRECTOR: HELEN H. HOBBS Mgmt For For 1E. ELECTION OF DIRECTOR: JAMES M. KILTS Mgmt For For 1F. ELECTION OF DIRECTOR: SHANTANU NARAYEN Mgmt For For 1G. ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Mgmt For For 1H. ELECTION OF DIRECTOR: IAN C. READ Mgmt For For 1I. ELECTION OF DIRECTOR: STEPHEN W. SANGER Mgmt For For 1J. ELECTION OF DIRECTOR: JAMES C. SMITH Mgmt For For 1K. ELECTION OF DIRECTOR: MARC TESSIER-LAVIGNE Mgmt For For 2. RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3. ADVISORY APPROVAL OF EXECUTIVE COMPENSATION Mgmt For For 4. SHAREHOLDER PROPOSAL REGARDING REPORT ON LOBBYING Shr For Against ACTIVITIES -------------------------------------------------------------------------------------------------------------------------- SPECTRA ENERGY CORP Agenda Number: 934141095 -------------------------------------------------------------------------------------------------------------------------- Security: 847560109 Meeting Type: Annual Ticker: SE Meeting Date: 28-Apr-2015 ISIN: US8475601097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: GREGORY L. EBEL Mgmt For For 1B. ELECTION OF DIRECTOR: F. ANTHONY COMPER Mgmt For For 1C. ELECTION OF DIRECTOR: AUSTIN A. ADAMS Mgmt For For 1D. ELECTION OF DIRECTOR: JOSEPH ALVARADO Mgmt For For 1E. ELECTION OF DIRECTOR: PAMELA L. CARTER Mgmt Against Against 1F. ELECTION OF DIRECTOR: CLARENCE P. CAZALOT JR Mgmt For For 1G. ELECTION OF DIRECTOR: PETER B. HAMILTON Mgmt For For 1H. ELECTION OF DIRECTOR: MIRANDA C. HUBBS Mgmt For For 1I. ELECTION OF DIRECTOR: MICHAEL MCSHANE Mgmt For For 1J. ELECTION OF DIRECTOR: MICHAEL G. MORRIS Mgmt For For 1K. ELECTION OF DIRECTOR: MICHAEL E.J. PHELPS Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP AS SPECTRA ENERGY CORP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 3. AN ADVISORY RESOLUTION TO APPROVE EXECUTIVE Mgmt For For COMPENSATION. 4. SHAREHOLDER PROPOSAL CONCERNING DISCLOSURE OF Shr For Against POLITICAL CONTRIBUTIONS. 5. SHAREHOLDER PROPOSAL CONCERNING DISCLOSURE OF LOBBYING Shr For Against ACTIVITIES. TFGT Sands Capital Select Growth Fund -------------------------------------------------------------------------------------------------------------------------- ADOBE SYSTEMS INCORPORATED Agenda Number: 934127982 -------------------------------------------------------------------------------------------------------------------------- Security: 00724F101 Meeting Type: Annual Ticker: ADBE Meeting Date: 09-Apr-2015 ISIN: US00724F1012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: AMY L. BANSE Mgmt For For 1B. ELECTION OF DIRECTOR: KELLY J. BARLOW Mgmt For For 1C. ELECTION OF DIRECTOR: EDWARD W. BARNHOLT Mgmt For For 1D. ELECTION OF DIRECTOR: ROBERT K. BURGESS Mgmt For For 1E. ELECTION OF DIRECTOR: FRANK A. CALDERONI Mgmt For For 1F. ELECTION OF DIRECTOR: MICHAEL R. CANNON Mgmt For For 1G. ELECTION OF DIRECTOR: JAMES E. DALEY Mgmt For For 1H. ELECTION OF DIRECTOR: LAURA B. DESMOND Mgmt For For 1I. ELECTION OF DIRECTOR: CHARLES M. GESCHKE Mgmt For For 1J. ELECTION OF DIRECTOR: SHANTANU NARAYEN Mgmt For For 1K. ELECTION OF DIRECTOR: DANIEL L. ROSENSWEIG Mgmt For For 1L. ELECTION OF DIRECTOR: ROBERT SEDGEWICK Mgmt For For 1M. ELECTION OF DIRECTOR: JOHN E. WARNOCK Mgmt For For 2. APPROVAL OF THE AMENDMENT OF THE 2003 EQUITY INCENTIVE Mgmt For For PLAN TO INCREASE THE AVAILABLE SHARE RESERVE BY 10 MILLION SHARES. 3. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING ON NOVEMBER 27, 2015. 4. APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE Mgmt For For NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- ARM HOLDINGS PLC Agenda Number: 934165944 -------------------------------------------------------------------------------------------------------------------------- Security: 042068106 Meeting Type: Annual Ticker: ARMH Meeting Date: 30-Apr-2015 ISIN: US0420681068 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO RECEIVE THE COMPANY'S ANNUAL REPORT AND ACCOUNTS Mgmt For For FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 2. TO DECLARE A FINAL DIVIDEND Mgmt For For 3. TO APPROVE THE DIRECTORS' REMUNERATION REPORT Mgmt For For 4. TO ELECT JOHN LIU AS A DIRECTOR Mgmt For For 5. TO RE-ELECT STUART CHAMBERS AS A DIRECTOR Mgmt For For 6. TO RE-ELECT SIMON SEGARS AS A DIRECTOR Mgmt For For 7. TO RE-ELECT ANDY GREEN AS A DIRECTOR Mgmt For For 8. TO RE-ELECT LARRY HIRST AS A DIRECTOR Mgmt For For 9. TO RE-ELECT MIKE MULLER AS A DIRECTOR Mgmt For For 10. TO RE-ELECT KATHLEEN O'DONOVAN AS A DIRECTOR Mgmt For For 11. TO RE-ELECT JANICE ROBERTS AS A DIRECTOR Mgmt For For 12. TO RE-ELECT TIM SCORE AS A DIRECTOR Mgmt For For 13. TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Mgmt For For OF THE COMPANY 14. TO AUTHORISE THE DIRECTORS TO FIX THE REMUNERATION OF Mgmt For For THE AUDITORS 15. TO GRANT THE DIRECTORS AUTHORITY TO ALLOT SHARES Mgmt For For 16. TO DISAPPLY PRE-EMPTION RIGHTS Mgmt For For 17. TO AUTHORISE THE COMPANY TO MAKE MARKET PURCHASES OF Mgmt For For ITS OWN SHARES 18. TO AUTHORISE THE COMPANY TO HOLD GENERAL MEETINGS ON Mgmt For For 14 DAYS' NOTICE -------------------------------------------------------------------------------------------------------------------------- ASML HOLDINGS N.V. Agenda Number: 934142706 -------------------------------------------------------------------------------------------------------------------------- Security: N07059210 Meeting Type: Annual Ticker: ASML Meeting Date: 22-Apr-2015 ISIN: USN070592100 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 4. DISCUSSION OF THE 2014 STATUTORY ANNUAL REPORT, Mgmt For For INCLUDING ASML'S CORPORATE GOVERNANCE CHAPTER, AND PROPOSAL TO ADOPT THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2014, AS PREPARED IN ACCORDANCE WITH DUTCH LAW. 5. PROPOSAL TO DISCHARGE THE MEMBERS OF THE BOARD OF Mgmt For For MANAGEMENT FROM ALL LIABILITY FOR THEIR RESPONSIBILITIES IN THE FINANCIAL YEAR 2014. 6. PROPOSAL TO DISCHARGE THE MEMBERS OF THE SUPERVISORY Mgmt For For BOARD FROM ALL LIABILITY FOR THEIR RESPONSIBILITIES IN THE FINANCIAL YEAR 2014. 8. PROPOSAL TO ADOPT A DIVIDEND OF EUR 0.70 PER ORDINARY Mgmt For For SHARE OF EUR 0.09. 9. PROPOSAL TO ADOPT SOME ADJUSTMENTS TO THE REMUNERATION Mgmt For For POLICY. 10. PROPOSAL TO APPROVE THE NUMBER OF SHARES FOR THE BOARD Mgmt For For OF MANAGEMENT. 11. PROPOSAL TO APPROVE THE NUMBER OF STOCK OPTIONS AND/OR Mgmt For For SHARES FOR EMPLOYEES. 13A PROPOSAL TO APPOINT MS. A. ARIS AS MEMBER OF THE Mgmt For For SUPERVISORY BOARD, EFFECTIVE APRIL 22, 2015. 13B PROPOSAL TO APPOINT MR. G.J. KLEISTERLEE AS MEMBER OF Mgmt For For THE SUPERVISORY BOARD, EFFECTIVE APRIL 22, 2015. 13C PROPOSAL TO APPOINT MR. R.D. SCHWALB AS MEMBER OF THE Mgmt For For SUPERVISORY BOARD, EFFECTIVE APRIL 22, 2015. 15. PROPOSAL TO APPOINT KPMG ACCOUNTANTS N.V. AS THE Mgmt For For EXTERNAL AUDITOR FOR THE REPORTING YEAR 2016. 16A PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE Mgmt For For ORDINARY SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES IN THE CAPITAL OF THE COMPANY, WHICH AUTHORIZATION IS LIMITED TO 5% OF THE ISSUED CAPITAL. 16B PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT TO Mgmt For For RESTRICT OR EXCLUDE THE PRE-EMPTION RIGHTS ACCRUING TO SHAREHOLDERS IN CONNECTION WITH THE ISSUE OF ORDINARY SHARES OR THE GRANTING OF RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES AS DESCRIBES UNDER 16A. 16C PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE Mgmt For For ORDINARY SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES IN THE CAPITAL OF THE COMPANY, FOR AN ADDITIONAL 5% OF THE ISSUED CAPITAL, ONLY TO BE USED IN CONNECTION WITH MERGERS, ACQUISITIONS AND / OR (STRATEGIC) ALLIANCES. 16D PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT TO Mgmt For For RESTRICT OR EXCLUDE THE PRE-EMPTION RIGHTS ACCRUING TO SHAREHOLDERS IN CONNECTION WITH THE ISSUE OF ORDINARY SHARES OR THE GRANTING OF RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES AS DESCRIBED UNDER 16D. 17A PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT TO Mgmt For For ACQUIRE ORDINARY SHARES IN THE COMPANY'S SHARE CAPITAL UP TO 10% OF THE ISSUED SHARE CAPITAL. 17B PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT TO Mgmt For For ACQUIRE ADDITIONAL ORDINARY SHARES IN THE COMPANY'S SHARE CAPITAL UP TO 10% OF THE ISSUED SHARE CAPITAL. 18. PROPOSAL TO CANCEL ORDINARY SHARES. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- ASML HOLDINGS N.V. Agenda Number: 934163940 -------------------------------------------------------------------------------------------------------------------------- Security: N07059210 Meeting Type: Annual Ticker: ASML Meeting Date: 22-Apr-2015 ISIN: USN070592100 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 4. DISCUSSION OF THE 2014 STATUTORY ANNUAL REPORT, Mgmt For For INCLUDING ASML'S CORPORATE GOVERNANCE CHAPTER, AND PROPOSAL TO ADOPT THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2014, AS PREPARED IN ACCORDANCE WITH DUTCH LAW. 5. PROPOSAL TO DISCHARGE THE MEMBERS OF THE BOARD OF Mgmt For For MANAGEMENT FROM ALL LIABILITY FOR THEIR RESPONSIBILITIES IN THE FINANCIAL YEAR 2014. 6. PROPOSAL TO DISCHARGE THE MEMBERS OF THE SUPERVISORY Mgmt For For BOARD FROM ALL LIABILITY FOR THEIR RESPONSIBILITIES IN THE FINANCIAL YEAR 2014. 8. PROPOSAL TO ADOPT A DIVIDEND OF EUR 0.70 PER ORDINARY Mgmt For For SHARE OF EUR 0.09. 9. PROPOSAL TO ADOPT SOME ADJUSTMENTS TO THE REMUNERATION Mgmt For For POLICY. 10. PROPOSAL TO APPROVE THE NUMBER OF SHARES FOR THE BOARD Mgmt For For OF MANAGEMENT. 11. PROPOSAL TO APPROVE THE NUMBER OF STOCK OPTIONS AND/OR Mgmt For For SHARES FOR EMPLOYEES. 13A PROPOSAL TO APPOINT MS. A. ARIS AS MEMBER OF THE Mgmt For For SUPERVISORY BOARD, EFFECTIVE APRIL 22, 2015. 13B PROPOSAL TO APPOINT MR. G.J. KLEISTERLEE AS MEMBER OF Mgmt For For THE SUPERVISORY BOARD, EFFECTIVE APRIL 22, 2015. 13C PROPOSAL TO APPOINT MR. R.D. SCHWALB AS MEMBER OF THE Mgmt For For SUPERVISORY BOARD, EFFECTIVE APRIL 22, 2015. 15. PROPOSAL TO APPOINT KPMG ACCOUNTANTS N.V. AS THE Mgmt For For EXTERNAL AUDITOR FOR THE REPORTING YEAR 2016. 16A PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE Mgmt For For ORDINARY SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES IN THE CAPITAL OF THE COMPANY, WHICH AUTHORIZATION IS LIMITED TO 5% OF THE ISSUED CAPITAL. 16B PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT TO Mgmt For For RESTRICT OR EXCLUDE THE PRE-EMPTION RIGHTS ACCRUING TO SHAREHOLDERS IN CONNECTION WITH THE ISSUE OF ORDINARY SHARES OR THE GRANTING OF RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES AS DESCRIBES UNDER 16A. 16C PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT TO ISSUE Mgmt For For ORDINARY SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES IN THE CAPITAL OF THE COMPANY, FOR AN ADDITIONAL 5% OF THE ISSUED CAPITAL, ONLY TO BE USED IN CONNECTION WITH MERGERS, ACQUISITIONS AND / OR (STRATEGIC) ALLIANCES. 16D PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT TO Mgmt For For RESTRICT OR EXCLUDE THE PRE-EMPTION RIGHTS ACCRUING TO SHAREHOLDERS IN CONNECTION WITH THE ISSUE OF ORDINARY SHARES OR THE GRANTING OF RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES AS DESCRIBED UNDER 16D. 17A PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT TO Mgmt For For ACQUIRE ORDINARY SHARES IN THE COMPANY'S SHARE CAPITAL UP TO 10% OF THE ISSUED SHARE CAPITAL. 17B PROPOSAL TO AUTHORIZE THE BOARD OF MANAGEMENT TO Mgmt For For ACQUIRE ADDITIONAL ORDINARY SHARES IN THE COMPANY'S SHARE CAPITAL UP TO 10% OF THE ISSUED SHARE CAPITAL. 18. PROPOSAL TO CANCEL ORDINARY SHARES. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- MONSANTO COMPANY Agenda Number: 934110064 -------------------------------------------------------------------------------------------------------------------------- Security: 61166W101 Meeting Type: Annual Ticker: MON Meeting Date: 30-Jan-2015 ISIN: US61166W1018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: GREGORY H. BOYCE Mgmt For For 1B. ELECTION OF DIRECTOR: JANICE L. FIELDS Mgmt For For 1C. ELECTION OF DIRECTOR: HUGH GRANT Mgmt For For 1D. ELECTION OF DIRECTOR: LAURA K. IPSEN Mgmt For For 1E. ELECTION OF DIRECTOR: MARCOS M. LUTZ Mgmt For For 1F. ELECTION OF DIRECTOR: C. STEVEN MCMILLAN Mgmt For For 1G. ELECTION OF DIRECTOR: WILLIAM U. PARFET Mgmt For For 1H. ELECTION OF DIRECTOR: GEORGE H. POSTE, PH.D., D.V.M. Mgmt For For 1I. ELECTION OF DIRECTOR: ROBERT J. STEVENS Mgmt For For 2. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 3. ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE Mgmt For For COMPENSATION. 4. SHAREOWNER PROPOSAL: LOBBYING REPORT. Shr Against For 5. SHAREOWNER PROPOSAL: SHAREOWNER PROXY ACCESS. Shr Against For 6. SHAREOWNER PROPOSAL: INDEPENDENT BOARD CHAIRMAN. Shr Against For -------------------------------------------------------------------------------------------------------------------------- SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) Agenda Number: 934127348 -------------------------------------------------------------------------------------------------------------------------- Security: 806857108 Meeting Type: Annual Ticker: SLB Meeting Date: 08-Apr-2015 ISIN: AN8068571086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: PETER L.S. CURRIE Mgmt For For 1B. ELECTION OF DIRECTOR: K. VAMAN KAMATH Mgmt For For 1C. ELECTION OF DIRECTOR: V. MAUREEN KEMPSTON DARKES Mgmt For For 1D. ELECTION OF DIRECTOR: PAAL KIBSGAARD Mgmt For For 1E. ELECTION OF DIRECTOR: NIKOLAY KUDRYAVTSEV Mgmt For For 1F. ELECTION OF DIRECTOR: MICHAEL E. MARKS Mgmt For For 1G. ELECTION OF DIRECTOR: INDRA K. NOOYI Mgmt For For 1H. ELECTION OF DIRECTOR: LUBNA S. OLAYAN Mgmt For For 1I. ELECTION OF DIRECTOR: LEO RAFAEL REIF Mgmt For For 1J. ELECTION OF DIRECTOR: TORE I. SANDVOLD Mgmt For For 1K. ELECTION OF DIRECTOR: HENRI SEYDOUX Mgmt For For 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S Mgmt For For EXECUTIVE COMPENSATION. 3. TO APPROVE THE COMPANY'S 2014 FINANCIAL STATEMENTS AND Mgmt For For THE BOARD'S 2014 DECLARATIONS OF DIVIDENDS. 4. TO APPROVE THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------------------------------------------------- VISA INC. Agenda Number: 934110785 -------------------------------------------------------------------------------------------------------------------------- Security: 92826C839 Meeting Type: Annual Ticker: V Meeting Date: 28-Jan-2015 ISIN: US92826C8394 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: MARY B. CRANSTON Mgmt For For 1B. ELECTION OF DIRECTOR: FRANCISCO JAVIER Mgmt For For FERNANDEZ-CARBAJAL 1C. ELECTION OF DIRECTOR: ALFRED F. KELLY, JR. Mgmt For For 1D. ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT Mgmt For For 1E. ELECTION OF DIRECTOR: CATHY E. MINEHAN Mgmt For For 1F. ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Mgmt For For 1G. ELECTION OF DIRECTOR: DAVID J. PANG Mgmt For For 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF Mgmt For For 1I. ELECTION OF DIRECTOR: WILLIAM S. SHANAHAN Mgmt For For 1J. ELECTION OF DIRECTOR: JOHN A.C. SWAINSON Mgmt For For 1K. ELECTION OF DIRECTOR: MAYNARD G. WEBB, JR. Mgmt For For 2. APPROVAL OF AMENDMENTS TO THE FIFTH AMENDED AND Mgmt For For RESTATED CERTIFICATE OF INCORPORATION TO FACILITATE STOCK SPLITS. 3. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION Mgmt For For PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4. APPROVAL OF THE VISA INC. EMPLOYEE STOCK PURCHASE Mgmt For For PLAN. 5A. APPROVAL OF AMENDMENTS TO THE FIFTH AMENDED AND Mgmt For For RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: EXITING OUR CORE PAYMENT BUSINESS 5B. APPROVAL OF AMENDMENTS TO THE FIFTH AMENDED AND Mgmt For For RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: FUTURE AMENDMENTS TO SECTIONS OF THE CERTIFICATE OF INCORPORATION 5C. APPROVAL OF AMENDMENTS TO THE FIFTH AMENDED AND Mgmt For For RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: APPROVAL OF EXCEPTIONS TO TRANSFER RESTRICTIONS 5D. APPROVAL OF AMENDMENTS TO THE FIFTH AMENDED AND Mgmt For For RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: REMOVAL OF DIRECTORS FROM OFFICE 5E. APPROVAL OF AMENDMENTS TO THE FIFTH AMENDED AND Mgmt For For RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BY-LAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS FOR THE ACTION: FUTURE AMENDMENTS TO THE ADVANCE NOTICE PROVISIONS IN THE BY-LAWS 6. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015 TFGT Small Cap Core Fund -------------------------------------------------------------------------------------------------------------------------- ADVENT SOFTWARE, INC. Agenda Number: 934135434 -------------------------------------------------------------------------------------------------------------------------- Security: 007974108 Meeting Type: Special Ticker: ADVS Meeting Date: 14-Apr-2015 ISIN: US0079741080 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Mgmt For For FEBRUARY 2, 2015, BY AND AMONG SS&C TECHNOLOGIES HOLDINGS, INC., ARBOR ACQUISITION COMPANY, INC. AND ADVENT SOFTWARE, INC., AS IT MAY BE AMENDED FROM TIME TO TIME. 2 TO APPROVE THE ADOPTION OF ANY PROPOSAL TO ADJOURN THE Mgmt For For SPECIAL MEETING TO A LATER DATE OR DATES IF NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING. 3 TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE Mgmt For For COMPENSATION THAT WILL OR MAY BECOME PAYABLE BY ADVENT SOFTWARE, INC. TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. -------------------------------------------------------------------------------------------------------------------------- ALEXANDER & BALDWIN, INC. Agenda Number: 934136614 -------------------------------------------------------------------------------------------------------------------------- Security: 014491104 Meeting Type: Annual Ticker: ALEX Meeting Date: 28-Apr-2015 ISIN: US0144911049 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR CHARLES G. KING Mgmt For For DOUGLAS M. PASQUALE Mgmt For For JENAI S. WALL Mgmt For For 2 PROPOSAL TO APPROVE THE ADVISORY RESOLUTION RELATING Mgmt For For TO EXECUTIVE COMPENSATION. 3 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & Mgmt For For TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE CORPORATION. -------------------------------------------------------------------------------------------------------------------------- ALLIANT TECHSYSTEMS INC. Agenda Number: 934112892 -------------------------------------------------------------------------------------------------------------------------- Security: 018804104 Meeting Type: Special Ticker: ATK Meeting Date: 27-Jan-2015 ISIN: US0188041042 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO APPROVE THE ISSUANCE OF ATK COMMON STOCK TO ORBITAL Mgmt For For STOCKHOLDERS IN CONNECTION WITH THE MERGER PURSUANT TO THE TRANSACTION AGREEMENT, DATED AS OF APRIL 28, 2014, BY AND AMONG ORBITAL SCIENCES CORPORATION, ALLIANT TECHSYSTEMS INC., VISTA OUTDOOR INC. (FORMERLY KNOWN AS VISTA SPINCO INC.) AND VISTA MERGER SUB INC., AS IT MAY BE AMENDED FROM TIME TO TIME. 2. TO ADJOURN THE ATK SPECIAL MEETING, IF NECESSARY OR Mgmt For For APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE PROPOSAL 1. -------------------------------------------------------------------------------------------------------------------------- ATWOOD OCEANICS, INC. Agenda Number: 934117551 -------------------------------------------------------------------------------------------------------------------------- Security: 050095108 Meeting Type: Annual Ticker: ATW Meeting Date: 18-Feb-2015 ISIN: US0500951084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR DEBORAH A. BECK Mgmt For For GEORGE S. DOTSON Mgmt For For JACK E. GOLDEN Mgmt For For HANS HELMERICH Mgmt For For JEFFREY A. MILLER Mgmt For For JAMES R. MONTAGUE Mgmt For For ROBERT J. SALTIEL Mgmt For For PHIL D. WEDEMEYER Mgmt For For 2 TO APPROVE, BY A SHAREHOLDER NON-BINDING ADVISORY Mgmt For For VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS OUR INDEPENDENT AUDITORS FOR FISCAL YEAR 2015. -------------------------------------------------------------------------------------------------------------------------- DANA HOLDING CORP Agenda Number: 934137779 -------------------------------------------------------------------------------------------------------------------------- Security: 235825205 Meeting Type: Annual Ticker: DAN Meeting Date: 30-Apr-2015 ISIN: US2358252052 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR VIRGINIA A. KAMSKY Mgmt For For TERRENCE J. KEATING Mgmt For For R. BRUCE MCDONALD Mgmt For For JOSEPH C. MUSCARI Mgmt For For MARK A. SCHULZ Mgmt For For KEITH E. WANDELL Mgmt For For ROGER J. WOOD Mgmt For For 2. APPROVAL OF A NON-BINDING, ADVISORY PROPOSAL APPROVING Mgmt For For EXECUTIVE COMPENSATION. 3. RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. -------------------------------------------------------------------------------------------------------------------------- KAMAN CORPORATION Agenda Number: 934128934 -------------------------------------------------------------------------------------------------------------------------- Security: 483548103 Meeting Type: Annual Ticker: KAMN Meeting Date: 15-Apr-2015 ISIN: US4835481031 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR E. REEVES CALLAWAY III Mgmt For For KAREN M. GARRISON Mgmt For For A. WILLIAM HIGGINS Mgmt For For 2 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF Mgmt For For THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3 RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. -------------------------------------------------------------------------------------------------------------------------- MATSON, INC. Agenda Number: 934128807 -------------------------------------------------------------------------------------------------------------------------- Security: 57686G105 Meeting Type: Annual Ticker: MATX Meeting Date: 23-Apr-2015 ISIN: US57686G1058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR W. B. BAIRD Mgmt For For M. J. CHUN Mgmt For For M. J. COX Mgmt For For W. A. DODS, JR. Mgmt For For T. B. FARGO Mgmt For For C. H. LAU Mgmt For For J. N. WATANABE Mgmt For For 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. Mgmt For For 3. TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS Mgmt For For UNDER THE MATSON, INC. 2007 INCENTIVE COMPENSATION PLAN TO COMPLY WITH SECTION 162(M) OF THE INTERNAL REVENUE CODE. 4. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Mgmt For For THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- MRC GLOBAL INC. Agenda Number: 934140269 -------------------------------------------------------------------------------------------------------------------------- Security: 55345K103 Meeting Type: Annual Ticker: MRC Meeting Date: 29-Apr-2015 ISIN: US55345K1034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management I DIRECTOR ANDREW R. LANE Mgmt For For LEONARD M. ANTHONY Mgmt For For RHYS J. BEST Mgmt For For HENRY CORNELL Mgmt For For CRAIG KETCHUM Mgmt For For GERARD P. KRANS Mgmt For For CORNELIS A. LINSE Mgmt For For JOHN A. PERKINS Mgmt For For H.B. WEHRLE, III Mgmt For For II APPROVE AN ADVISORY VOTE ON A NON-BINDING ADVISORY Mgmt For For RESOLUTION APPROVING THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION. III APPROVE AMENDMENT TO THE COMPANY'S 2011 OMNIBUS Mgmt For For INCENTIVE PLAN. IV APPROVE MATERIAL TERMS OF THE PERFORMANCE GOALS FOR Mgmt For For PERFORMANCE AWARDS UNDER THE COMPANY'S 2011 OMNIBUS INCENTIVE PLAN. V RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------------------------------------------------- NEWMARKET CORPORATION Agenda Number: 934134002 -------------------------------------------------------------------------------------------------------------------------- Security: 651587107 Meeting Type: Annual Ticker: NEU Meeting Date: 23-Apr-2015 ISIN: US6515871076 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: PHYLLIS L. COTHRAN Mgmt For For 1.2 ELECTION OF DIRECTOR: MARK M. GAMBILL Mgmt For For 1.3 ELECTION OF DIRECTOR: BRUCE C. GOTTWALD Mgmt For For 1.4 ELECTION OF DIRECTOR: THOMAS E. GOTTWALD Mgmt For For 1.5 ELECTION OF DIRECTOR: PATRICK D. HANLEY Mgmt For For 1.6 ELECTION OF DIRECTOR: JAMES E. ROGERS Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CORPORATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF Mgmt For For THE NAMED EXECUTIVE OFFICERS OF NEWMARKET CORPORATION. -------------------------------------------------------------------------------------------------------------------------- OLIN CORPORATION Agenda Number: 934137767 -------------------------------------------------------------------------------------------------------------------------- Security: 680665205 Meeting Type: Annual Ticker: OLN Meeting Date: 23-Apr-2015 ISIN: US6806652052 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: DONALD W. BOGUS Mgmt For For 1.2 ELECTION OF DIRECTOR: PHILIP J. SCHULZ Mgmt For For 1.3 ELECTION OF DIRECTOR: VINCENT J. SMITH Mgmt For For 2. APPROVAL OF THE AMENDED AND RESTATED OLIN SENIOR Mgmt For For MANAGEMENT INCENTIVE COMPENSATION PLAN AND PERFORMANCE MEASURES PURSUANT TO SECTION 162(M) OF THE INTERNAL REVENUE CODE. 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER Mgmt For For COMPENSATION. 4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For PUBLIC ACCOUNTING FIRM. -------------------------------------------------------------------------------------------------------------------------- ORBITAL SCIENCES CORPORATION Agenda Number: 934112880 -------------------------------------------------------------------------------------------------------------------------- Security: 685564106 Meeting Type: Special Ticker: ORB Meeting Date: 27-Jan-2015 ISIN: US6855641063 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO ADOPT THE TRANSACTION AGREEMENT, DATED AS OF APRIL Mgmt For For 28, 2014, BY AND AMONG ORBITAL SCIENCES CORPORATION, ALLIANT TECHSYSTEMS INC., VISTA OUTDOOR INC. (FORMERLY KNOWN AS VISTA SPINCO INC.), AND VISTA MERGER SUB INC., AS IT MAY BE AMENDED FROM TIME TO TIME. 2. TO ADJOURN THE ORBITAL SPECIAL MEETING, IF NECESSARY Mgmt For For OR APPROPRIATE, INCLUDING TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE PROPOSAL 1. 3. TO APPROVE ON A NON-BINDING, ADVISORY BASIS THE Mgmt For For COMPENSATION THAT MAY BECOME PAYABLE TO ORBITAL'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE COMPLETION OF THE MERGER. -------------------------------------------------------------------------------------------------------------------------- PRICESMART, INC Agenda Number: 934111484 -------------------------------------------------------------------------------------------------------------------------- Security: 741511109 Meeting Type: Annual Ticker: PSMT Meeting Date: 03-Feb-2015 ISIN: US7415111092 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR SHERRY S. BAHRAMBEYGUI Mgmt For For GONZALO BARRUTIETA Mgmt For For GORDON H. HANSON Mgmt For For KATHERINE L. HENSLEY Mgmt Withheld Against LEON C. JANKS Mgmt Withheld Against JOSE LUIS LAPARTE Mgmt For For MITCHELL G. LYNN Mgmt For For ROBERT E. PRICE Mgmt For For EDGAR ZURCHER Mgmt Withheld Against 2. TO APPROVE, BY ADVISORY VOTE, EXECUTIVE COMPENSATION. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- WADDELL & REED FINANCIAL, INC. Agenda Number: 934134646 -------------------------------------------------------------------------------------------------------------------------- Security: 930059100 Meeting Type: Annual Ticker: WDR Meeting Date: 15-Apr-2015 ISIN: US9300591008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR THOMAS C. GODLASKY Mgmt For For DENNIS E. LOGUE Mgmt For For MICHAEL F. MORRISSEY Mgmt For For 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER Mgmt For For COMPENSATION. 3. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2015. TFGT Small Cap Value Fund -------------------------------------------------------------------------------------------------------------------------- ABM INDUSTRIES INCORPORATED Agenda Number: 934123299 -------------------------------------------------------------------------------------------------------------------------- Security: 000957100 Meeting Type: Annual Ticker: ABM Meeting Date: 04-Mar-2015 ISIN: US0009571003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR LINDA CHAVEZ Mgmt For For J. PHILIP FERGUSON Mgmt For For SCOTT SALMIRS Mgmt For For 2. PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS ABM Mgmt For For INDUSTRIES INCORPORATED'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 3. PROPOSAL TO APPROVE, BY ADVISORY VOTE, EXECUTIVE Mgmt For For COMPENSATION. 4. PROPOSAL TO APPROVE THE AMENDED AND RESTATED 2006 Mgmt For For EQUITY INCENTIVE PLAN. -------------------------------------------------------------------------------------------------------------------------- ASTEC INDUSTRIES, INC. Agenda Number: 934130600 -------------------------------------------------------------------------------------------------------------------------- Security: 046224101 Meeting Type: Annual Ticker: ASTE Meeting Date: 23-Apr-2015 ISIN: US0462241011 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR DANIEL K. FRIERSON Mgmt For For GLEN E. TELLOCK Mgmt For For JAMES B. BAKER Mgmt For For 2. TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED Mgmt For For EXECUTIVE OFFICERS. 3. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. -------------------------------------------------------------------------------------------------------------------------- CAPITOL FEDERAL FINANCIAL INC Agenda Number: 934110470 -------------------------------------------------------------------------------------------------------------------------- Security: 14057J101 Meeting Type: Annual Ticker: CFFN Meeting Date: 27-Jan-2015 ISIN: US14057J1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR MORRIS J. HUEY, II Mgmt For For REGINALD L. ROBINSON Mgmt For For 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For 3 THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & Mgmt For For TOUCHE LLP AS CAPITOL FEDERAL FINANCIAL, INC.'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. -------------------------------------------------------------------------------------------------------------------------- CHEMICAL FINANCIAL CORPORATION Agenda Number: 934137731 -------------------------------------------------------------------------------------------------------------------------- Security: 163731102 Meeting Type: Annual Ticker: CHFC Meeting Date: 20-Apr-2015 ISIN: US1637311028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR GARY E. ANDERSON Mgmt For For JAMES R. FITTERLING Mgmt For For TERENCE F. MOORE Mgmt For For JOHN E. PELIZZARI Mgmt For For DAVID B. RAMAKER Mgmt For For LARRY D. STAUFFER Mgmt For For FRANKLIN C. WHEATLAKE Mgmt For For 2. AMENDMENT OF OUR RESTATED ARTICLES OF INCORPORATION TO Mgmt For For INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK FROM 45,000,000 SHARES TO 60,000,000 SHARES. 3. AMENDMENT OF OUR RESTATED ARTICLES OF INCORPORATION TO Mgmt For For AUTHORIZE A CLASS OF 2,000,000 SHARES OF PREFERRED STOCK. 4. APPROVAL OF THE STOCK INCENTIVE PLAN OF 2015. Mgmt For For 5. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 6. ADVISORY APPROVAL OF EXECUTIVE COMPENSATION. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- CLARCOR INC. Agenda Number: 934129239 -------------------------------------------------------------------------------------------------------------------------- Security: 179895107 Meeting Type: Annual Ticker: CLC Meeting Date: 24-Mar-2015 ISIN: US1798951075 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR JAMES W. BRADFORD, JR. Mgmt For For WESLEY M. CLARK Mgmt For For JAMES L. PACKARD Mgmt For For 2. SAY ON PAY - AN ADVISORY NON-BINDING VOTE ON THE Mgmt For For APPROVAL OF EXECUTIVE COMPENSATION. 3. VOTE REGARDING THE SHAREHOLDER PROPOSAL RELATING TO Shr Against For SUSTAINABILITY REPORTING. 4. RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING NOVEMBER 28, 2015. -------------------------------------------------------------------------------------------------------------------------- COLUMBIA BANKING SYSTEM,INC. Agenda Number: 934145788 -------------------------------------------------------------------------------------------------------------------------- Security: 197236102 Meeting Type: Annual Ticker: COLB Meeting Date: 22-Apr-2015 ISIN: US1972361026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: DAVID A. DIETZLER Mgmt For For 1B. ELECTION OF DIRECTOR: MELANIE J. DRESSEL Mgmt For For 1C. ELECTION OF DIRECTOR: CRAIG D. EERKES Mgmt For For 1D. ELECTION OF DIRECTOR: FORD ELSAESSER Mgmt For For 1E. ELECTION OF DIRECTOR: MARK A. FINKELSTEIN Mgmt For For 1F. ELECTION OF DIRECTOR: JOHN P. FOLSOM Mgmt For For 1G. ELECTION OF DIRECTOR: THOMAS M. HULBERT Mgmt For For 1H. ELECTION OF DIRECTOR: MICHELLE M. LANTOW Mgmt For For 1I. ELECTION OF DIRECTOR: MAE FUJITA NUMATA Mgmt For For 1J. ELECTION OF DIRECTOR: ELIZABETH SEATON Mgmt For For 1K. ELECTION OF DIRECTOR: WILLIAM T. WEYERHAEUSER Mgmt For For 2. TO APPROVE THE AMENDMENT TO COLUMBIA'S AMENDED AND Mgmt For For RESTATED ARTICLES OF INCORPORATION. 3. TO VOTE ON AN ADVISORY (NON-BINDING) RESOLUTION TO Mgmt For For APPROVE THE COMPENSATION OF COLUMBIA'S EXECUTIVE OFFICERS. 4. TO VOTE ON AN ADVISORY (NON-BINDING) RESOLUTION TO Mgmt For For APPOINT DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING 2015. -------------------------------------------------------------------------------------------------------------------------- CRANE CO. Agenda Number: 934145613 -------------------------------------------------------------------------------------------------------------------------- Security: 224399105 Meeting Type: Annual Ticker: CR Meeting Date: 27-Apr-2015 ISIN: US2243991054 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: MARTIN R. BENANTE Mgmt For For 1.2 ELECTION OF DIRECTOR: DONALD G. COOK Mgmt For For 1.3 ELECTION OF DIRECTOR: R.S. EVANS Mgmt For For 1.4 ELECTION OF DIRECTOR: RONALD C. LINDSAY Mgmt For For 2. RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS Mgmt For For INDEPENDENT AUDITORS FOR THE COMPANY FOR 2015. 3. SAY ON PAY - AN ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- DIEBOLD, INCORPORATED Agenda Number: 934137781 -------------------------------------------------------------------------------------------------------------------------- Security: 253651103 Meeting Type: Annual Ticker: DBD Meeting Date: 23-Apr-2015 ISIN: US2536511031 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR PATRICK W. ALLENDER Mgmt For For PHILLIP R. COX Mgmt For For RICHARD L. CRANDALL Mgmt For For GALE S. FITZGERALD Mgmt For For GARY G. GREENFIELD Mgmt For For ANDREAS W. MATTES Mgmt For For ROBERT S. PRATHER, JR. Mgmt For For RAJESH K. SOIN Mgmt For For HENRY D.G. WALLACE Mgmt For For ALAN J. WEBER Mgmt For For 2. TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3. TO APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE Mgmt For For OFFICER COMPENSATION. 4. TO APPROVE THE DIEBOLD, INCORPORATED ANNUAL CASH BONUS Mgmt For For PLAN. -------------------------------------------------------------------------------------------------------------------------- HANCOCK HOLDING COMPANY Agenda Number: 934135078 -------------------------------------------------------------------------------------------------------------------------- Security: 410120109 Meeting Type: Annual Ticker: HBHC Meeting Date: 28-Apr-2015 ISIN: US4101201097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR JOHN M. HAIRSTON Mgmt For For JAMES H. HORNE Mgmt For For JERRY L. LEVENS Mgmt For For CHRISTINE L. PICKERING Mgmt For For 2. TO HOLD AN ADVISORY VOTE ON THE COMPENSATION OF OUR Mgmt For For NAMED EXECUTIVE OFFICERS. 3. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT THE BOOKS OF THE COMPANY AND ITS SUBSIDIARIES FOR 2015. -------------------------------------------------------------------------------------------------------------------------- HARSCO CORPORATION Agenda Number: 934164891 -------------------------------------------------------------------------------------------------------------------------- Security: 415864107 Meeting Type: Annual Ticker: HSC Meeting Date: 29-Apr-2015 ISIN: US4158641070 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR J.F. EARL Mgmt For For K.G. EDDY Mgmt Withheld Against D.C. EVERITT Mgmt For For S.E. GRAHAM Mgmt For For F.N. GRASBERGER Mgmt For For T.D. GROWCOCK Mgmt For For H.W. KNUEPPEL Mgmt For For E. LA ROCHE Mgmt For For J.M. LOREE Mgmt For For P.C. WIDMAN Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3. APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE Mgmt For For OFFICER COMPENSATION. 4. APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED Mgmt For For CERTIFICATE OF INCORPORATION TO IMPLEMENT A MAJORITY VOTING STANDARD IN UNCONTESTED ELECTIONS OF DIRECTORS. -------------------------------------------------------------------------------------------------------------------------- HAYNES INTERNATIONAL, INC. Agenda Number: 934122259 -------------------------------------------------------------------------------------------------------------------------- Security: 420877201 Meeting Type: Annual Ticker: HAYN Meeting Date: 02-Mar-2015 ISIN: US4208772016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. ELECTION OF DIRECTOR: DONALD C. CAMPION Mgmt For For 2. ELECTION OF DIRECTOR: MARK M. COMERFORD Mgmt For For 3. ELECTION OF DIRECTOR: JOHN C. COREY Mgmt For For 4. ELECTION OF DIRECTOR: ROBERT H. GETZ Mgmt For For 5. ELECTION OF DIRECTOR: TIMOTHY J. MCCARTHY Mgmt For For 6. ELECTION OF DIRECTOR: MICHAEL L. SHOR Mgmt For For 7. ELECTION OF DIRECTOR: WILLIAM P. WALL Mgmt For For 8. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For ACCOUNTING FIRM: TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE, LLP AS HAYNES' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 9. ADVISORY VOTE ON EXECUTIVE COMPENSATION. TO APPROVE Mgmt For For THE COMPENSATION OF HAYNES' NAMED EXECUTIVE OFFICERS AS DESCRIBED UNDER "EXECUTIVE COMPENSATION" IN THE ACCOMPANYING PROXY STATEMENT. 10. TO REAPPROVE THE MATERIAL TERMS OF PERFORMANCE GOALS Mgmt For For FOR THE 2009 RESTRICTED STOCK PLAN. -------------------------------------------------------------------------------------------------------------------------- IBERIABANK CORPORATION Agenda Number: 934132729 -------------------------------------------------------------------------------------------------------------------------- Security: 450828108 Meeting Type: Special Ticker: IBKC Meeting Date: 31-Mar-2015 ISIN: US4508281080 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management I. AN AMENDMENT TO IBERIABANK CORPORATION'S ARTICLES OF Mgmt Against Against INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 50 MILLION TO 100 MILLION -------------------------------------------------------------------------------------------------------------------------- NATIONAL PENN BANCSHARES, INC. Agenda Number: 934140043 -------------------------------------------------------------------------------------------------------------------------- Security: 637138108 Meeting Type: Annual Ticker: NPBC Meeting Date: 28-Apr-2015 ISIN: US6371381087 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR SCOTT V. FAINOR Mgmt For For DONNA D. HOLTON Mgmt For For THOMAS L. KENNEDY Mgmt For For MICHAEL E. MARTIN Mgmt For For 2 RATIFICATION OF NATIONAL PENN'S INDEPENDENT AUDITORS Mgmt For For FOR 2015. 3 AN ADVISORY (NON-BINDING) PROPOSAL TO APPROVE THE Mgmt For For COMPENSATION OF NATIONAL PENN'S EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- NORTHWEST BANCSHARES, INC. Agenda Number: 934132349 -------------------------------------------------------------------------------------------------------------------------- Security: 667340103 Meeting Type: Annual Ticker: NWBI Meeting Date: 15-Apr-2015 ISIN: US6673401039 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR PHILIP M. TREDWAY Mgmt For For DEBORAH J. CHADSEY Mgmt For For TIMOTHY M. HUNTER Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3. AN ADVISORY, NON-BINDING RESOLUTION TO APPROVE THE Mgmt For For EXECUTIVE COMPENSATION DESCRIBED IN THE PROXY STATEMENT. -------------------------------------------------------------------------------------------------------------------------- PROVIDENT FINANCIAL SERVICES, INC. Agenda Number: 934136866 -------------------------------------------------------------------------------------------------------------------------- Security: 74386T105 Meeting Type: Annual Ticker: PFS Meeting Date: 23-Apr-2015 ISIN: US74386T1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR CHRISTOPHER MARTIN Mgmt For For EDWARD O'DONNELL Mgmt For For JOHN PUGLIESE Mgmt For For 2. THE APPROVAL (NON-BINDING) OF EXECUTIVE COMPENSATION. Mgmt For For 3. THE APPROVAL OF THE EXECUTIVE ANNUAL INCENTIVE PLAN. Mgmt For For 4. THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- REGAL-BELOIT CORPORATION Agenda Number: 934139139 -------------------------------------------------------------------------------------------------------------------------- Security: 758750103 Meeting Type: Annual Ticker: RBC Meeting Date: 27-Apr-2015 ISIN: US7587501039 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: STEPHEN M. BURT Mgmt For For 1B. ELECTION OF DIRECTOR: ANESA CHAIBI Mgmt For For 1C. ELECTION OF DIRECTOR: DEAN A. FOATE Mgmt For For 1D. ELECTION OF DIRECTOR: HENRY W. KNUEPPEL Mgmt For For 2. TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE Mgmt For For COMPANY'S ARTICLES OF INCORPORATION TO DECLASSIFY THE COMPANY'S BOARD OF DIRECTORS. 3. TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE Mgmt For For COMPANY'S ARTICLES OF INCORPORATION TO REMOVE THE HYPHEN FROM THE COMPANY'S LEGAL NAME. 4. ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S Mgmt For For NAMED EXECUTIVE OFFICERS. 5. TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS Mgmt For For THE INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR ENDING JANUARY 2, 2016. -------------------------------------------------------------------------------------------------------------------------- TRUSTMARK CORPORATION Agenda Number: 934137894 -------------------------------------------------------------------------------------------------------------------------- Security: 898402102 Meeting Type: Annual Ticker: TRMK Meeting Date: 28-Apr-2015 ISIN: US8984021027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR ADOLPHUS B. BAKER Mgmt For For TRACY T. CONERLY Mgmt For For TONI D. COOLEY Mgmt For For DANIEL A. GRAFTON Mgmt For For GERARD R. HOST Mgmt For For DAVID H. HOSTER II Mgmt For For JOHN M. MCCULLOUCH Mgmt For For RICHARD H. PUCKETT Mgmt For For R. MICHAEL SUMMERFORD Mgmt For For LEROY G. WALKER, JR. Mgmt For For WILLIAM G. YATES III Mgmt Withheld Against 2. TO PROVIDE ADVISORY APPROVAL OF TRUSTMARK'S EXECUTIVE Mgmt For For COMPENSATION. 3. TO APPROVE THE TRUSTMARK CORPORATION AMENDED AND Mgmt For For RESTATED STOCK AND INCENTIVE COMPENSATION PLAN. 4. TO RATIFY THE SELECTION OF KPMG LLP AS TRUSTMARK'S Mgmt For For INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- WESTAMERICA BANCORPORATION Agenda Number: 934136791 -------------------------------------------------------------------------------------------------------------------------- Security: 957090103 Meeting Type: Annual Ticker: WABC Meeting Date: 23-Apr-2015 ISIN: US9570901036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR E. ALLEN Mgmt For For L. BARTOLINI Mgmt For For E.J. BOWLER Mgmt For For A. LATNO, JR. Mgmt Withheld Against P. LYNCH Mgmt For For C. MACMILLAN Mgmt For For R. NELSON Mgmt For For D. PAYNE Mgmt For For E. SYLVESTER Mgmt For For 2. APPROVE A NON-BINDING ADVISORY VOTE ON THE Mgmt For For COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3. RATIFICATION OF INDEPENDENT AUDITOR. Mgmt For For TFGT Total Return Bond Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. TFGT Ultra Short Duration Fixed Income Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. * Management position unknown
TFGT Arbitrage Fund -------------------------------------------------------------------------------------------------------------------------- AMEC FOSTER WHEELER PLC Agenda Number: 934195202 -------------------------------------------------------------------------------------------------------------------------- Security: 00167X205 Meeting Type: Annual Ticker: AMFW Meeting Date: 14-May-2015 ISIN: US00167X2053 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. RECEIVING THE ACCOUNTS AND THE REPORTS OF THE Mgmt No vote DIRECTORS AND AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2014 2. DECLARATION OF FINAL DIVIDEND Mgmt No vote 3. TO APPROVE THE REVISED REMUNERATION POLICY SET OUT IN Mgmt No vote THE DIRECTORS' REMUNERATION REPORT 4. TO APPROVE THE DIRECTORS' REMUNERATION REPORT Mgmt No vote 5. TO ELECT STEPHANIE NEWBY AS A DIRECTOR Mgmt No vote 6. TO ELECT KENT MASTERS AS A DIRECTOR Mgmt No vote 7. RE-ELECTION OF JOHN CONNOLLY AS A DIRECTOR Mgmt No vote 8. RE-ELECTION OF SAMIR BRIKHO AS A DIRECTOR Mgmt No vote 9. RE-ELECTION OF IAN MCHOUL AS A DIRECTOR Mgmt No vote 10. RE-ELECTION OF LINDA ADAMANY AS A DIRECTOR Mgmt No vote 11. RE-ELECTION OF NEIL CARSON AS A DIRECTOR Mgmt No vote 12. RE-ELECTION OF COLIN DAY AS A DIRECTOR Mgmt No vote 13. RE-APPOINTMENT OF ERNST & YOUNG LLP AS AUDITOR Mgmt No vote 14. TO AUTHORISE THE DIRECTORS TO FIX THE REMUNERATION OF Mgmt No vote THE AUDITOR 15. TO APPROVE THE UK AND INTERNATIONAL SAVINGS RELATED Mgmt No vote SHARE OPTION SCHEMES 16. TO APPROVE THE LONG TERM INCENTIVE PLAN 2015 Mgmt No vote 17. AUTHORITY OF THE DIRECTORS TO ALLOT SHARES OR TO GRANT Mgmt No vote RIGHTS TO SUBSCRIBE FOR OR TO CONVERT ANY SECURITY INTO SHARES 18. DISAPPLICATION OF SECTION 561(1) OF THE COMPANIES ACT Mgmt No vote 2006 19. AUTHORITY OF THE COMPANY TO MAKE PURCHASES OF ITS OWN Mgmt No vote SHARES 20. NOTICE OF GENERAL MEETINGS Mgmt No vote -------------------------------------------------------------------------------------------------------------------------- CARBONITE, INC. Agenda Number: 934227023 -------------------------------------------------------------------------------------------------------------------------- Security: 141337105 Meeting Type: Annual Ticker: CARB Meeting Date: 01-Jun-2015 ISIN: US1413371055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR MOHAMAD ALI Mgmt No vote PETER GYENES Mgmt No vote PRAVIN VAZIRANI Mgmt No vote 2. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS Mgmt No vote CARBONITE, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF Mgmt No vote CARBONITE, INC.'S NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- CLICKSOFTWARE TECHNOLOGIES LTD. Agenda Number: 934229281 -------------------------------------------------------------------------------------------------------------------------- Security: M25082104 Meeting Type: Special Ticker: CKSW Meeting Date: 11-Jun-2015 ISIN: IL0010845654 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO APPROVE, PURSUANT TO SECTION 320 OF THE COMPANIES Mgmt No vote LAW, 5759-1999 OF THE STATE OF ISRAEL OF THE MERGER OF THE COMPANY WITH MERGER SUB, A WHOLLY-OWNED SUBSIDIARY OF PARENT, INCLUDING APPROVAL OF: (I) THE MERGER; (II) THE MERGER AGREEMENT; (III) THE MERGER CONSIDERATION, WITHOUT ANY INTEREST THEREON, SUBJECT TO THE WITHHOLDING OF ANY APPLICABLE TAXES, FOR EACH ORDINARY SHARE HELD AS OF IMMEDIATELY PRIOR TO THE EFFECTIVE TIME; (IV) THE CONVERSION OF EACH OUTSTANDING VESTED OPTION TO ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 2. TO ACT UPON ANY OTHER BUSINESS THAT PROPERLY COMES Mgmt No vote BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING, INCLUDING VOTING ON THE ADJOURNMENT OR POSTPONEMENT OF SUCH MEETINGS. -------------------------------------------------------------------------------------------------------------------------- FREESCALE SEMICONDUCTOR, LTD. Agenda Number: 934145699 -------------------------------------------------------------------------------------------------------------------------- Security: G3727Q101 Meeting Type: Annual Ticker: FSL Meeting Date: 06-May-2015 ISIN: BMG3727Q1015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR K. BALASUBRAMANIAN Mgmt No vote CHINH E. CHU Mgmt No vote D. MARK DURCAN Mgmt No vote DANIEL J. HENEGHAN Mgmt No vote THOMAS H. LISTER Mgmt No vote GREGG A. LOWE Mgmt No vote JOANNE M. MAGUIRE Mgmt No vote JOHN W. MARREN Mgmt No vote JAMES A. QUELLA Mgmt No vote PETER SMITHAM Mgmt No vote GREGORY L. SUMME Mgmt No vote CLAUDIUS E. WATTS IV Mgmt No vote 2. THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT Mgmt No vote AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AND THE AUTHORIZATION OF THE AUDIT AND LEGAL COMMITTEE OF THE BOARD OF DIRECTORS TO DETERMINE THE INDEPENDENT AUDITORS' FEES. 3. NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION Mgmt No vote OF OUR NAMED EXECUTIVE OFFICERS. 4. APPROVE THE AMENDED AND RESTATED FREESCALE Mgmt No vote SEMICONDUCTOR, INC. 2011 INCENTIVE PLAN WHICH AMENDS AND RESTATES THE EXISTING FREESCALE SEMICONDUCTOR, INC. 2011 INCENTIVE PLAN TO PERMIT THE GRANT OF PERFORMANCE-BASED COMPENSATION WITHIN THE MEANING OF SECTION 162(M) OF THE INTERNAL REVENUE CODE AND MAKE CERTAIN OTHER CLARIFYING CHANGES AND UPDATES. -------------------------------------------------------------------------------------------------------------------------- HOSPIRA, INC. Agenda Number: 934149510 -------------------------------------------------------------------------------------------------------------------------- Security: 441060100 Meeting Type: Annual Ticker: HSP Meeting Date: 06-May-2015 ISIN: US4410601003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: IRVING W. BAILEY, II Mgmt No vote 1B. ELECTION OF DIRECTOR: F. MICHAEL BALL Mgmt No vote 1C. ELECTION OF DIRECTOR: BARBARA L. BOWLES Mgmt No vote 1D. ELECTION OF DIRECTOR: WILLIAM G. DEMPSEY Mgmt No vote 1E. ELECTION OF DIRECTOR: DENNIS M. FENTON Mgmt No vote 1F. ELECTION OF DIRECTOR: ROGER W. HALE Mgmt No vote 1G. ELECTION OF DIRECTOR: HEINO VON PRONDZYNSKI Mgmt No vote 1H. ELECTION OF DIRECTOR: JACQUE J. SOKOLOV Mgmt No vote 1I. ELECTION OF DIRECTOR: JOHN C. STALEY Mgmt No vote 1J. ELECTION OF DIRECTOR: MARK F. WHEELER Mgmt No vote 2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. Mgmt No vote 3. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Mgmt No vote AUDITORS FOR HOSPIRA FOR 2015. 4. SHAREHOLDER PROPOSAL - WRITTEN CONSENT. Shr No vote -------------------------------------------------------------------------------------------------------------------------- HOSPIRA, INC. Agenda Number: 934191292 -------------------------------------------------------------------------------------------------------------------------- Security: 441060100 Meeting Type: Special Ticker: HSP Meeting Date: 13-May-2015 ISIN: US4410601003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. THE PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Mgmt For For MERGER, DATED FEBRUARY 5, 2015, AMONG PFIZER INC., PERKINS HOLDING COMPANY, A WHOLLY OWNED SUBSIDIARY OF PFIZER INC., AND HOSPIRA, INC., AS IT MAY BE AMENDED FROM TIME TO TIME. 2. THE PROPOSAL TO APPROVE, BY NON-BINDING ADVISORY VOTE, Mgmt For For COMPENSATION THAT WILL OR MAY BECOME PAYABLE BY HOSPIRA, INC. TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. 3. THE PROPOSAL TO APPROVE ONE OR MORE ADJOURNMENTS OF Mgmt For For THE SPECIAL MEETING TO A LATER DATE OR DATES IF NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING. -------------------------------------------------------------------------------------------------------------------------- INFORMATICA CORPORATION Agenda Number: 934233610 -------------------------------------------------------------------------------------------------------------------------- Security: 45666Q102 Meeting Type: Special Ticker: INFA Meeting Date: 23-Jun-2015 ISIN: US45666Q1022 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. ADOPTION OF THE MERGER AGREEMENT. Mgmt For For 2. TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF Mgmt For For NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING. 3. TO APPROVE THE NON-BINDING, ADVISORY PROPOSAL TO Mgmt For For APPROVE COMPENSATION THAT WILL OR MAY BECOME PAYABLE TO INFORMATICA'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. -------------------------------------------------------------------------------------------------------------------------- POLYPORE INTERNATIONAL INC. Agenda Number: 934186506 -------------------------------------------------------------------------------------------------------------------------- Security: 73179V103 Meeting Type: Special Ticker: PPO Meeting Date: 12-May-2015 ISIN: US73179V1035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Mgmt For For FEBRUARY 23, 2015 (AS IT MAY BE AMENDED FROM TIME TO TIME, THE "MERGER AGREEMENT"), BY AND AMONG POLYPORE INTERNATIONAL, INC., ASAHI KASEI CORPORATION AND ESM HOLDINGS CORPORATION, AN INDIRECT WHOLLY OWNED SUBSIDIARY OF ASAHI KASEI CORPORATION. 2. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE Mgmt For For COMPENSATION TO BE PAID TO POLYPORE INTERNATIONAL, INC.'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. 3. TO APPROVE ADJOURNMENTS OF THE SPECIAL MEETING IN Mgmt For For ORDER TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. -------------------------------------------------------------------------------------------------------------------------- SIGMA-ALDRICH CORPORATION Agenda Number: 934138909 -------------------------------------------------------------------------------------------------------------------------- Security: 826552101 Meeting Type: Annual Ticker: SIAL Meeting Date: 05-May-2015 ISIN: US8265521018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: REBECCA M. BERGMAN Mgmt No vote 1B. ELECTION OF DIRECTOR: GEORGE M. CHURCH Mgmt No vote 1C. ELECTION OF DIRECTOR: MICHAEL L. MARBERRY Mgmt No vote 1D. ELECTION OF DIRECTOR: W. LEE MCCOLLUM Mgmt No vote 1E. ELECTION OF DIRECTOR: AVI M. NASH Mgmt No vote 1F. ELECTION OF DIRECTOR: STEVEN M. PAUL Mgmt No vote 1G. ELECTION OF DIRECTOR: J. PEDRO REINHARD Mgmt No vote 1H. ELECTION OF DIRECTOR: RAKESH SACHDEV Mgmt No vote 1I. ELECTION OF DIRECTOR: D. DEAN SPATZ Mgmt No vote 1J. ELECTION OF DIRECTOR: BARRETT A. TOAN Mgmt No vote 2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Mgmt No vote COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER Mgmt No vote COMPENSATION TFGT Emerging Markets Equity Fund -------------------------------------------------------------------------------------------------------------------------- ALPHA BANK AE, ATHENS Agenda Number: 706209384 -------------------------------------------------------------------------------------------------------------------------- Security: X1687N119 Meeting Type: OGM Ticker: Meeting Date: 26-Jun-2015 ISIN: GRS015013006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH Non-Voting QUORUM, THERE WILL BE AN A REPETITIVE MEETING ON 07 JUL 2015 (AND B REPETITIVE MEETING ON 18 JUL 2015). ALSO, YOUR VOTING INSTRUCTIONS WILL NOT BE CARRIED OVER TO THE SECOND CALL. ALL VOTES RECEIVED ON THIS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THE REPETITIVE MEETING. THANK YOU 1. SUBMISSION FOR APPROVAL OF THE ANNUAL FINANCIAL Mgmt For For STATEMENTS OF THE YEAR 2014, TOGETHER WITH THE RELEVANT REPORTS OF THE BOARD OF DIRECTORS AND THE CERTIFIED AUDITORS 2. DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND Mgmt For For THE CERTIFIED AUDITORS FROM ANY LIABILITY 3. ELECTION OF CERTIFIED AUDITORS, REGULAR AND ALTERNATE, Mgmt For For FOR THE FINANCIAL YEAR 2015 AND APPROVAL OF THEIR REMUNERATION: "KPMG CERTIFIED AUDITORS A.E." AUDITING COMPANY, THROUGH THE INDIVIDUALS LISTED BELOW, AS CERTIFIED AUDITORS OF THE BANK AND PROPOSES THEIR REMUNERATION. A. REGULAR: NIKOLAOS E. VOUNISEAS, IOANNIS A. ACHILAS B. ALTERNATE: MICHAEL A. KOKKINOS, ANASTASIOS E. PANAGIDIS 4. APPROVAL OF THE MEMBERS OF THE BOARD OF DIRECTORS Mgmt For For REMUNERATION 5. APPROVAL OF THE ACTIONS OF THE BOARD OF DIRECTORS Mgmt For For MEMBERS AND OF THE AGENTS OF ALPHA BANK, IN THE CONTEXT OF THE MERGER OF THE BANK BY ABSORPTION OF DINERS CLUB OF GREECE FINANCE COMPANY S.A 6. GRANT OF AUTHORITY, UNDER ARTICLE 23, PARA. 1 OF Mgmt For For CODIFIED LAW 2190/1920, TO THE MEMBERS OF THE BOARD OF DIRECTORS AND THE GENERAL MANAGEMENT, AS WELL AS TO MANAGERS, TO PARTICIPATE IN THE BOARDS OF DIRECTORS OR THE MANAGEMENT OF COMPANIES HAVING PURPOSES SIMILAR TO THOSE OF THE BANK CMMT 29 MAY 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO RECEIPT OF AUDITOR NAME. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- ASM PACIFIC TECHNOLOGY LTD Agenda Number: 705944038 -------------------------------------------------------------------------------------------------------------------------- Security: G0535Q133 Meeting Type: AGM Ticker: Meeting Date: 11-May-2015 ISIN: KYG0535Q1331 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/sehk/2015/0 331/LTN20150331954.pdf AND http://www.hkexnews.hk/listedco/listconews/sehk/2015/0 331/LTN20150331924.pdf CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND THE REPORTS OF THE DIRECTORS AND OF THE INDEPENDENT AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2014 2 TO DECLARE A FINAL DIVIDEND OF HKD 1.30 PER SHARE FOR Mgmt For For THE YEAR ENDED 31 DECEMBER 2014 3 TO RE-ELECT MR. LOK KAM CHONG, JOHN AS DIRECTOR Mgmt For For 4 TO AUTHORIZE THE BOARD OF DIRECTORS TO FIX THE Mgmt For For DIRECTORS' REMUNERATION 5 TO RE-APPOINT DELOITTE TOUCHE TOHMATSU AS THE AUDITORS Mgmt For For AND TO AUTHORIZE THE BOARD OF DIRECTORS TO FIX THEIR REMUNERATION 6 TO GIVE A GENERAL MANDATE TO THE DIRECTORS TO ISSUE, Mgmt For For ALLOT AND DEAL WITH ADDITIONAL SHARES OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- BS FINANCIAL GROUP INC, BUSAN Agenda Number: 705952477 -------------------------------------------------------------------------------------------------------------------------- Security: Y0997Y103 Meeting Type: EGM Ticker: Meeting Date: 13-May-2015 ISIN: KR7138930003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVAL OF STOCK SWAP Mgmt For For CMMT 07 APR 2015: THIS EGM IS RELATED TO THE CORPORATE Non-Voting EVENT OF STOCK EXCHANGE WITH REPURCHASE OFFER. THANK YOU. CMMT 20 APR 2015: IN ADDITION, ACCORDING TO THE OFFICIAL Non-Voting CONFIRMATION FROM THE ISSUING COMPANY, THE SHAREHOLDERS WHO VOTE FOR A PROPOSAL AT THE MEETING ARE NOT ABLE TO PARTICIPATE IN THE REPURCHASE OFFER, EVEN THOUGH THEY MIGHT HAVE ALREADY REGISTERED A DISSENT TO THE RESOLUTION OF BOD CMMT 20 APR 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO ADDITION OF COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- CHINA BLUECHEMICAL LTD Agenda Number: 706017298 -------------------------------------------------------------------------------------------------------------------------- Security: Y14251105 Meeting Type: AGM Ticker: Meeting Date: 28-May-2015 ISIN: CNE1000002D0 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 412/LTN20150412041.pdf http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 412/LTN20150412017.PDF CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF Non-Voting "ABSTAIN" WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE 1 TO CONSIDER AND APPROVE THE REPORT OF THE BOARD OF THE Mgmt For For DIRECTORS OF THE COMPANY (THE ''BOARD'') FOR THE YEAR ENDED 31 DECEMBER 2014 2 TO CONSIDER AND APPROVE THE REPORT OF THE SUPERVISORY Mgmt For For COMMITTEE OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2014 3 TO CONSIDER AND APPROVE THE AUDITED FINANCIAL Mgmt For For STATEMENTS AND THE AUDITORS' REPORT OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2014 4 TO CONSIDER AND APPROVE THE PROPOSAL FOR DISTRIBUTION Mgmt For For OF PROFIT OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2014 AND THE DECLARATION OF THE COMPANY'S FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2014 5 TO CONSIDER AND APPROVE THE PROPOSAL FOR THE Mgmt For For DECLARATION OF THE COMPANY'S SPECIAL DIVIDEND 6 TO CONSIDER AND APPROVE THE BUDGET PROPOSALS OF THE Mgmt For For COMPANY FOR THE YEAR 2015 7 TO CONSIDER AND APPROVE THE RE-APPOINTMENT OF DELOITTE Mgmt For For TOUCHE TOHMATSU CERTIFIED PUBLIC ACCOUNTANTS AND DELOITTE TOUCHE TOHMATSU CERTIFIED PUBLIC ACCOUNTANTS LLP AS THE OVERSEAS AND DOMESTIC AUDITORS OF THE COMPANY RESPECTIVELY FOR A TERM UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY AND TO AUTHORISE THE AUDIT COMMITTEE OF THE BOARD TO DETERMINE THEIR REMUNERATION 8 TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. WANG Mgmt For For HUI AS AN EXECUTIVE DIRECTOR OF THE COMPANY, TO AUTHORISE THE CHAIRMAN OF THE COMPANY TO SIGN THE RELEVANT SERVICE CONTRACT ON BEHALF OF THE COMPANY WITH MR. WANG HUI, AND TO AUTHORISE THE BOARD, WHICH IN TURN WILL FURTHER DELEGATE THE REMUNERATION COMMITTEE OF THE BOARD TO DETERMINE HIS REMUNERATION 9 TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. LI HUI Mgmt For For AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY, TO AUTHORISE THE EXECUTIVE DIRECTOR OF THE COMPANY TO SIGN THE RELEVANT SERVICE CONTRACT ON BEHALF OF THE COMPANY WITH MR. LI HUI, AND TO AUTHORISE THE BOARD TO DETERMINE HIS REMUNERATION BASED ON THE RECOMMENDATION BY THE REMUNERATION COMMITTEE OF THE BOARD 10 TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. ZHOU Mgmt For For DECHUN AS A NONEXECUTIVE DIRECTOR OF THE COMPANY, TO AUTHORISE THE CHAIRMAN OF THE COMPANY TO SIGN THE RELEVANT SERVICE CONTRACT ON BEHALF OF THE COMPANY WITH MR. ZHOU DECHUN, AND TO AUTHORISE THE BOARD TO DETERMINE HIS REMUNERATION BASED ON THE RECOMMENDATION BY THE REMUNERATION COMMITTEE OF THE BOARD 11 TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. ZHU LEI Mgmt For For AS A NONEXECUTIVE DIRECTOR OF THE COMPANY, TO AUTHORISE THE CHAIRMAN OF THE COMPANY TO SIGN THE RELEVANT SERVICE CONTRACT ON BEHALF OF THE COMPANY WITH MR. ZHU LEI , AND TO AUTHORISE THE BOARD TO DETERMINE HIS REMUNERATION BASED ON THE RECOMMENDATION BY THE REMUNERATION COMMITTEE OF THE BOARD 12 TO CONSIDER AND APPROVE THE RE-ELECTION OF MS. LEE KIT Mgmt For For YING AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY, TO AUTHORISE THE CHAIRMAN OF THE COMPANY TO SIGN THE RELEVANT SERVICE CONTRACT ON BEHALF OF THE COMPANY WITH MS. LEE KIT YING AND TO AUTHORISE THE BOARD TO DETERMINE HER REMUNERATION BASED ON THE RECOMMENDATION BY THE REMUNERATION COMMITTEE OF THE BOARD 13 TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. LEE Mgmt Against Against KWAN HUNG AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY, TO AUTHORISE THE CHAIRMAN OF THE COMPANY TO SIGN THE RELEVANT SERVICE CONTRACT ON BEHALF OF THE COMPANY WITH MR. LEE KWAN HUNG AND TO AUTHORISE THE BOARD TO DETERMINE HIS REMUNERATION BASED ON THE RECOMMENDATION BY THE REMUNERATION COMMITTEE OF THE BOARD 14 TO CONSIDER AND APPROVE THE ELECTION OF MR. ZHOU Mgmt For For HONGJUN AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY, TO AUTHORISE THE CHAIRMAN OF THE COMPANY TO SIGN THE RELEVANT SERVICE CONTRACT ON BEHALF OF THE COMPANY WITH MR. ZHOU HONGJUN AND TO AUTHORISE THE BOARD TO DETERMINE HIS REMUNERATION BASED ON THE RECOMMENDATION BY THE REMUNERATION COMMITTEE OF THE BOARD 15 TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. WANG Mgmt For For MINGYANG AS A SUPERVISOR OF THE COMPANY, TO AUTHORISE THE CHAIRMAN OF THE COMPANY TO SIGN THE RELEVANT SERVICE CONTRACT ON BEHALF OF THE COMPANY WITH MR. WANG MINGYANG, AND TO AUTHORISE THE BOARD, WHICH IN TURN WILL FURTHER DELEGATE TO THE REMUNERATION COMMITTEE OF THE BOARD TO DETERMINE HIS REMUNERATION 16 TO CONSIDER AND APPROVE THE ELECTION OF MR. LI XIAOYU Mgmt For For AS A SUPERVISOR OF THE COMPANY, TO AUTHORISE THE CHAIRMAN OF THE COMPANY TO SIGN THE RELEVANT SERVICE CONTRACT ON BEHALF OF THE COMPANY WITH MR. LI XIAOYU, AND TO AUTHORISE THE BOARD, WHICH IN TURN WILL FURTHER DELEGATE TO THE REMUNERATION COMMITTEE OF THE BOARD TO DETERMINE HIS REMUNERATION 17 TO AUTHORISE THE CHAIRMAN TO SIGN THE RELEVANT SERVICE Mgmt For For CONTRACT ON BEHALF OF THE COMPANY WITH MS. LIU LIJIE AS A SUPERVISOR OF THE COMPANY, AND TO AUTHORISE THE BOARD, WHICH IN TURN WILL FURTHER DELEGATE TO THE REMUNERATION COMMITTEE OF THE BOARD TO DETERMINE HER REMUNERATION 18 TO CONSIDER AND TO AUTHORISE THE GRANTING OF A GENERAL Mgmt Against Against MANDATE TO THE BOARD TO ISSUE DOMESTIC SHARES AND UNLISTED FOREIGN SHARES (''THE DOMESTIC SHARES'') AND OVERSEAS LISTED FOREIGN SHARES (THE ''H SHARES'') OF THE COMPANY: THAT: (A) THE BOARD BE AND IS HEREBY GRANTED, DURING THE RELEVANT PERIOD (AS DEFINED IN PARAGRAPH (B) BELOW), A GENERAL AND UNCONDITIONAL MANDATE TO SEPARATELY OR CONCURRENTLY ISSUE, ALLOT AND/OR DEAL WITH ADDITIONAL DOMESTIC SHARES AND/OR H SHARES, AND TO MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS WHICH WOULD OR MIGHT REQUIRE THE DOMESTIC SHARES AND/OR H SHARES TO BE ISSUED, ALLOTTED AND/OR DEALT WITH, SUBJECT TO THE FOLLOWING CONDITIONS:: (I) SUCH MANDATE SHALL NOT EXTEND BEYOND THE RELEVANT PERIOD SAVE THAT THE BOARD MAY DURING THE RELEVANT PERIOD MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS CONTD CONT CONTD WHICH MIGHT REQUIRE THE EXERCISE OF SUCH POWERS Non-Voting AFTER THE END OF THE RELEVANT PERIOD; (II) THE NUMBER OF THE DOMESTIC SHARES AND H SHARES TO BE ISSUED, ALLOTTED AND/OR DEALT WITH OR AGREED CONDITIONALLY OR UNCONDITIONALLY TO BE ISSUED, ALLOTTED AND/OR DEALT WITH BY THE BOARD SHALL NOT EXCEED 20% OF EACH OF ITS EXISTING DOMESTIC SHARES AND H SHARES; AND(III) THE BOARD WILL ONLY EXERCISE ITS POWER UNDER SUCH MANDATE IN ACCORDANCE WITH THE COMPANY LAW OF THE PRC AND THE RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK EXCHANGE OF HONG KONG LIMITED (AS AMENDED FROM TIME TO TIME) OR APPLICABLE LAWS, RULES AND REGULATIONS OF OTHER GOVERNMENT OR REGULATORY BODIES AND ONLY IF ALL NECESSARY APPROVALS FROM THE CHINA SECURITIES REGULATORY COMMISSION AND/OR OTHER RELEVANT PRC GOVERNMENT AUTHORITIES ARE OBTAINED(B) FOR CONTD CONT CONTD THE PURPOSES OF THIS SPECIAL RESOLUTION: Non-Voting ''RELEVANT PERIOD'' MEANS THE PERIOD FROM THE PASSING OF THIS SPECIAL RESOLUTION UNTIL THE EARLIEST OF: (I) THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY FOLLOWING THE PASSING OF THIS SPECIAL RESOLUTION; (II) THE EXPIRATION OF THE 12-MONTH PERIOD FOLLOWING THE PASSING OF THIS SPECIAL RESOLUTION; OR (III) THE DATE ON WHICH THE AUTHORITY GRANTED TO THE BOARD AS SET OUT IN THIS SPECIAL RESOLUTION IS REVOKED OR VARIED BY A SPECIAL RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY IN A GENERAL MEETING, EXCEPT WHERE THE BOARD HAS RESOLVED TO ISSUE DOMESTIC SHARES AND/ OR H SHARES DURING THE RELEVANT PERIOD AND THE SHARE ISSUANCE MAY HAVE TO BE CONTINUED OR IMPLEMENTED AFTER THE RELEVANT PERIOD(C) CONTINGENT ON THE BOARD RESOLVING TO SEPARATELY OR CONCURRENTLY ISSUE CONTD CONT CONTD THE DOMESTIC SHARES AND H SHARES PURSUANT TO Non-Voting PARAGRAPH (A) OF THIS SPECIAL RESOLUTION, THE BOARD BE AUTHORISED TO INCREASE THE REGISTERED CAPITAL OF THE COMPANY TO REFLECT THE NUMBER OF SUCH SHARES AUTHORISED TO BE ISSUED BY THE COMPANY PURSUANT TO PARAGRAPH (A) OF THIS SPECIAL RESOLUTION AND TO MAKE SUCH APPROPRIATE AND NECESSARY AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY AS THEY THINK FIT TO REFLECT SUCH INCREASES IN THE REGISTERED CAPITAL OF THE COMPANY AND TO TAKE ANY OTHER ACTION AND COMPLETE ANY FORMALITY REQUIRED TO EFFECT THE SEPARATE OR CONCURRENT ISSUANCE OF THE DOMESTIC SHARES AND H SHARES PURSUANT TO PARAGRAPH (A) OF THIS SPECIAL RESOLUTION AND THE INCREASE IN THE REGISTERED CAPITAL OF THE COMPANY 19 THE BOARD BE AND IS HEREBY GRANTED, DURING THE Mgmt For For RELEVANT PERIOD (AS DEFINED IN PARAGRAPH (C) BELOW), A GENERAL MANDATE TO REPURCHASE H SHARES: ''THAT: (A) BY REFERENCE TO MARKET CONDITIONS AND IN ACCORDANCE WITH NEEDS OF THE COMPANY, REPURCHASE THE H SHARES NOT EXCEEDING 10% OF THE NUMBER OF THE H SHARES IN ISSUE AND HAVING NOT BEEN REPURCHASED AT THE TIME WHEN THIS RESOLUTION IS PASSED AT ANNUAL GENERAL MEETING AND THE RELEVANT RESOLUTIONS ARE PASSED AT CLASS MEETINGS OF SHAREHOLDERS; (B) THE BOARD BE AUTHORISED TO (INCLUDING BUT NOT LIMITED TO THE FOLLOWING): (I) DETERMINE DETAILED REPURCHASE PLAN, INCLUDING BUT NOT LIMITED TO REPURCHASE PRICE, NUMBER OF SHARES TO REPURCHASE, TIMING OF REPURCHASE AND PERIOD OF REPURCHASE, ETC.; (II) OPEN OVERSEAS SHARE ACCOUNTS AND CARRY OUT THE FOREIGN EXCHANGE APPROVAL AND THE FOREIGN CONTD CONT CONTD EXCHANGE CHANGE REGISTRATION PROCEDURES IN Non-Voting RELATION TO TRANSMISSION OF REPURCHASE FUND OVERSEAS; (III) CARRY OUT CANCELLATION PROCEDURES FOR REPURCHASED SHARES, REDUCE REGISTERED CAPITAL OF THE COMPANY IN ORDER TO REFLECT THE AMOUNT OF SHARES REPURCHASED IN ACCORDANCE WITH THE AUTHORISATION RECEIVED BY THE BOARD UNDER PARAGRAPH (A) OF THIS SPECIAL RESOLUTION AND MAKE CORRESPONDING AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY AS IT THOUGHT FIT AND NECESSARY IN ORDER TO REFLECT THE REDUCTION OF THE REGISTERED CAPITAL OF THE COMPANY AND CARRY OUT ANY OTHER NECESSARY ACTIONS AND DEAL WITH ANY NECESSARY MATTERS IN ORDER TO REPURCHASE RELEVANT SHARES IN ACCORDANCE WITH PARAGRAPH (A) OF THIS SPECIAL RESOLUTION. (C) FOR THE PURPOSES OF THIS SPECIAL RESOLUTION, ''RELEVANT PERIOD'' MEANS THE PERIOD FROM THE CONTD CONT CONTD PASSING OF THIS SPECIAL RESOLUTION UNTIL THE Non-Voting EARLIEST OF: (I) THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY FOR 2015; (II) THE EXPIRATION OF THE 12-MONTHS PERIOD FOLLOWING THE PASSING OF THIS SPECIAL RESOLUTION AT THE 2014 AGM AND THE PASSING OF THE RELEVANT RESOLUTION BY THE SHAREHOLDERS OF THE COMPANY AT THEIR RESPECTIVE CLASS MEETING; OR (III) THE DATE ON WHICH THE AUTHORITY CONFERRED TO THE BOARD BY THIS SPECIAL RESOLUTION IS REVOKED OR VARIED BY A SPECIAL RESOLUTION OF SHAREHOLDERS AT A GENERAL MEETING, OR A SPECIAL RESOLUTION OF SHAREHOLDERS AT THEIR RESPECTIVE CLASS MEETING,'' EXCEPT WHERE THE BOARD HAS RESOLVED TO REPURCHASE H SHARES DURING THE RELEVANT PERIOD AND SUCH SHARE REPURCHASE PLAN MAY HAVE TO BE CONTINUED OR IMPLEMENTED AFTER THE RELEVANT PERIOD -------------------------------------------------------------------------------------------------------------------------- CHINA BLUECHEMICAL LTD Agenda Number: 706008100 -------------------------------------------------------------------------------------------------------------------------- Security: Y14251105 Meeting Type: CLS Ticker: Meeting Date: 28-May-2015 ISIN: CNE1000002D0 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF Non-Voting "ABSTAIN" WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE CMMT LEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/sehk/2015/0 412/LTN20150412021.PDF http://www.hkexnews.hk/listedco/listconews/sehk/2015/0 412/LTN20150412045.pdf 1 THE BOARD OF DIRECTORS OF THE COMPANY (THE ''BOARD'') Mgmt For For BE AND IS HEREBY GRANTED, DURING THE RELEVANT PERIOD (AS DEFINED IN PARAGRAPH (C) BELOW), A GENERAL MANDATE TO REPURCHASE H SHARES: ''THAT: (A) BY REFERENCE TO MARKET CONDITIONS AND IN ACCORDANCE WITH NEEDS OF THE COMPANY, REPURCHASE THE H SHARES NOT EXCEEDING 10% OF THE NUMBER OF THE H SHARES IN ISSUE AND HAVING NOT BEEN REPURCHASED AT THE TIME WHEN THIS RESOLUTION IS PASSED AT ANNUAL GENERAL MEETING AND THE RELEVANT RESOLUTIONS ARE PASSED AT CLASS MEETINGS OF SHAREHOLDERS; (B) THE BOARD BE AUTHORISED TO (INCLUDING BUT NOT LIMITED TO THE FOLLOWING): (I) DETERMINE DETAILED REPURCHASE PLAN, INCLUDING BUT NOT LIMITED TO REPURCHASE PRICE, NUMBER OF SHARES TO REPURCHASE, TIMING OF REPURCHASE AND PERIOD OF REPURCHASE, ETC.; (II) OPEN OVERSEAS SHARE ACCOUNTS AND CARRY OUT CONTD CONT CONTD THE FOREIGN EXCHANGE APPROVAL AND THE FOREIGN Non-Voting EXCHANGE CHANGE REGISTRATION PROCEDURES IN RELATION TO TRANSMISSION OF REPURCHASE FUND OVERSEAS; (III) CARRY OUT CANCELLATION PROCEDURES FOR REPURCHASED SHARES, REDUCE REGISTERED CAPITAL OF THE COMPANY IN ORDER TO REFLECT THE AMOUNT OF SHARES REPURCHASED IN ACCORDANCE WITH THE AUTHORISATION RECEIVED BY THE BOARD UNDER PARAGRAPH (A) OF THIS SPECIAL RESOLUTION AND MAKE CORRESPONDING AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY AS IT THOUGHT FIT AND NECESSARY IN ORDER TO REFLECT THE REDUCTION OF THE REGISTERED CAPITAL OF THE COMPANY AND CARRY OUT ANY OTHER NECESSARY ACTIONS AND DEAL WITH ANY NECESSARY MATTERS IN ORDER TO REPURCHASE RELEVANT SHARES IN ACCORDANCE WITH PARAGRAPH (A) OF THIS SPECIAL RESOLUTION. (C) FOR THE PURPOSES OF THIS SPECIAL RESOLUTION, CONTD CONT CONTD ''RELEVANT PERIOD'' MEANS THE PERIOD FROM THE Non-Voting PASSING OF THIS SPECIAL RESOLUTION UNTIL THE EARLIEST OF: (I) THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY FOR 2015; (II) THE EXPIRATION OF THE 12-MONTHS PERIOD FOLLOWING THE PASSING OF THIS SPECIAL RESOLUTION AT THE 2014 ANNUAL GENERAL MEETING OF THE COMPANY AND THE PASSING OF THE RELEVANT RESOLUTION BY THE SHAREHOLDERS OF THE COMPANY AT THEIR RESPECTIVE CLASS MEETING; OR (III) THE DATE ON WHICH THE AUTHORITY CONFERRED TO THE BOARD BY THIS SPECIAL RESOLUTION IS REVOKED OR VARIED BY A SPECIAL RESOLUTION OF SHAREHOLDERS AT A GENERAL MEETING, OR A SPECIAL RESOLUTION OF SHAREHOLDERS AT THEIR RESPECTIVE CLASS MEETING,'' EXCEPT WHERE THE BOARD HAS RESOLVED TO REPURCHASE H SHARES DURING THE RELEVANT PERIOD AND SUCH SHARE REPURCHASE PLAN MAY HAVE TO BE CONTINUED CONTD CONT CONTD OR IMPLEMENTED AFTER THE RELEVANT PERIOD Non-Voting -------------------------------------------------------------------------------------------------------------------------- CHINA OVERSEAS LAND & INVESTMENT LTD, HONG KONG Agenda Number: 706037985 -------------------------------------------------------------------------------------------------------------------------- Security: Y15004107 Meeting Type: OGM Ticker: Meeting Date: 05-May-2015 ISIN: HK0688002218 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF Non-Voting "ABSTAIN" WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE. CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/sehk/2015/0 416/LTN20150416637.pdf AND http://www.hkexnews.hk/listedco/listconews/sehk/2015/0 416/LTN20150416621.pdf 1 TO APPROVE, RATIFY AND CONFIRM THE SALE AND PURCHASE Mgmt For For AGREEMENT AND SHARE SUBSCRIPTION AGREEMENT (EACH AS DEFINED IN THE CIRCULAR OF THE COMPANY DATED 17 APRIL 2015 (THE "CIRCULAR"), COPIES OF WHICH ARE TABLED AT THE MEETING AND MARKED "A" AND INITIALLED BY THE CHAIRMAN OF THE MEETING FOR IDENTIFICATION PURPOSE) AND THE TRANSACTIONS CONTEMPLATED THEREUNDER 2 TO APPROVE ANY ONE DIRECTOR OF THE COMPANY BE AND IS Mgmt For For HEREBY AUTHORISED FOR AND ON BEHALF OF THE COMPANY TO EXECUTE ANY SUCH OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS AND TO DO ANY SUCH ACTS OR THINGS DEEMED BY HIM TO BE INCIDENTAL TO, ANCILLARY TO OR IN CONNECTION WITH THE MATTERS CONTEMPLATED IN THE SALE AND PURCHASE AGREEMENT AND THE SHARE SUBSCRIPTION AGREEMENT, INCLUDING THE AFFIXING OF THE COMMON SEAL OF THE COMPANY THEREON CMMT 20 APR 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO RECEIPT OF ACTUAL 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. -------------------------------------------------------------------------------------------------------------------------- CHINA OVERSEAS LAND & INVESTMENT LTD, HONG KONG Agenda Number: 706063081 -------------------------------------------------------------------------------------------------------------------------- Security: Y15004107 Meeting Type: AGM Ticker: Meeting Date: 16-Jun-2015 ISIN: HK0688002218 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF Non-Voting "ABSTAIN" WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE. CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/sehk/2015/0 420/LTN20150420497.pdf AND http://www.hkexnews.hk/listedco/listconews/sehk/2015/0 420/LTN20150420485.pdf 1 TO RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS Mgmt For For AND THE REPORTS OF THE DIRECTORS AND THE INDEPENDENT AUDITOR'S REPORT FOR THE YEAR ENDED 31 DECEMBER 2014 2 TO APPROVE THE DECLARATION OF A FINAL DIVIDEND FOR THE Mgmt For For YEAR ENDED 31 DECEMBER 2014 OF HKD 35 CENTS PER SHARE 3.A TO RE-ELECT MR. HAO JIAN MIN AS DIRECTOR Mgmt For For 3.B TO RE-ELECT MR. KAN HONGBO AS DIRECTOR Mgmt Against Against 3.C TO RE-ELECT DR. WONG YING HO, KENNEDY AS DIRECTOR Mgmt Against Against 3.D TO RE-ELECT DR. FAN HSU LAI TAI, RITA AS DIRECTOR Mgmt For For 4 TO AUTHORISE THE BOARD TO FIX THE REMUNERATION OF THE Mgmt For For DIRECTORS 5 TO APPOINT MESSRS. PRICEWATERHOUSECOOPERS AS AUDITOR Mgmt For For OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING AND TO AUTHORISE THE BOARD TO FIX THEIR REMUNERATION 6 TO APPROVE THE GRANTING TO THE DIRECTORS THE GENERAL Mgmt For For AND UNCONDITIONAL MANDATE TO BUY-BACK SHARES OF THE COMPANY UP TO 10% OF THE NUMBER OF SHARES OF THE COMPANY IN ISSUE 7 TO APPROVE THE GRANTING TO THE DIRECTORS THE GENERAL Mgmt Against Against AND UNCONDITIONAL MANDATE TO ALLOT, ISSUE AND DEAL WITH NEW SHARES NOT EXCEEDING 20% OF THE NUMBER OF SHARES OF THE COMPANY IN ISSUE 8 TO APPROVE THE EXTENSION OF THE AUTHORITY GRANTED TO Mgmt Against Against THE DIRECTORS BY RESOLUTION 7 ABOVE BY ADDING THE NUMBER OF SHARES BOUGHT BACK PURSUANT TO THE AUTHORITY GRANTED TO THE DIRECTORS BY RESOLUTION 6 ABOVE -------------------------------------------------------------------------------------------------------------------------- CNOOC LTD, HONG KONG Agenda Number: 705997572 -------------------------------------------------------------------------------------------------------------------------- Security: Y1662W117 Meeting Type: AGM Ticker: Meeting Date: 21-May-2015 ISIN: HK0883013259 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF Non-Voting "ABSTAIN" WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE. CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 409/LTN20150409027.pdf AND http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 409/LTN20150409033.pdf A.1 TO RECEIVE AND CONSIDER THE AUDITED FINANCIAL Mgmt For For STATEMENTS TOGETHER WITH THE REPORT OF THE DIRECTORS AND INDEPENDENT AUDITORS' REPORT THEREON FOR THE YEAR ENDED 31 DECEMBER 2014 A.2 TO DECLARE A FINAL DIVIDEND FOR THE YEAR ENDED 31 Mgmt For For DECEMBER 2014 A.3 TO RE-ELECT MR. WU GUANGQI AS AN EXECUTIVE DIRECTOR OF Mgmt Against Against THE COMPANY A.4 TO RE-ELECT MR. YANG HUA AS A NON-EXECUTIVE DIRECTOR Mgmt For For OF THE COMPANY A.5 TO RE-ELECT MR. TSE HAU YIN, ALOYSIUS WHO HAS SERVED Mgmt For For THE COMPANY FOR MORE THAN NINE YEARS AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY A.6 TO AUTHORISE THE BOARD OF DIRECTORS TO FIX THE Mgmt For For REMUNERATION OF EACH OF THE DIRECTORS A.7 TO RE-APPOINT DELOITTE TOUCHE TOHMATSU AS THE Mgmt For For INDEPENDENT AUDITORS OF THE COMPANY AND ITS SUBSIDIARIES, AND TO AUTHORIZE THE BOARD OF DIRECTORS TO FIX THEIR REMUNERATION B.1 TO GRANT A GENERAL MANDATE TO THE DIRECTORS TO BUY Mgmt For For BACK SHARES IN THE CAPITAL OF THE COMPANY NOT EXCEEDING 10% OF THE AGGREGATE NUMBER OF SHARES OF THE COMPANY IN ISSUE AS AT THE DATE OF PASSING OF THIS RESOLUTION B.2 TO GRANT A GENERAL MANDATE TO THE DIRECTORS TO ISSUE, Mgmt Against Against ALLOT AND DEAL WITH ADDITIONAL SHARES IN THE CAPITAL OF THE COMPANY AND TO MAKE OR GRANT OFFERS, AGREEMENTS, OPTIONS AND SIMILAR RIGHTS TO SUBSCRIBE FOR OR CONVERT ANY SECURITY INTO SHARES IN THE COMPANY WHICH WOULD OR MIGHT REQUIRE THE EXERCISE OF SUCH POWER, WHICH SHALL NOT EXCEEDING 20% OF THE AGGREGATE NUMBER OF SHARES OF THE COMPANY IN ISSUE AS AT THE DATE OF PASSING OF THIS RESOLUTION B.3 TO EXTEND THE GENERAL MANDATE GRANTED TO THE DIRECTORS Mgmt Against Against TO ISSUE, ALLOT AND DEAL WITH ADDITIONAL SHARES OF THE COMPANY AND TO MAKE OR GRANT OFFERS, AGREEMENTS, OPTIONS AND SIMILAR RIGHTS TO SUBSCRIBE FOR OR CONVERT ANY SECURITY INTO SHARES IN THE COMPANY BY THE AGGREGATE NUMBER OF SHARES BOUGHT BACK, WHICH SHALL NOT EXCEED 10% OF THE AGGREGATE NUMBER OF SHARES OF THE COMPANY IN ISSUE AS AT THE DATE OF PASSING OF THIS RESOLUTION -------------------------------------------------------------------------------------------------------------------------- DELTA ELECTRONICS INC, TAIPEI Agenda Number: 706166700 -------------------------------------------------------------------------------------------------------------------------- Security: Y20263102 Meeting Type: AGM Ticker: Meeting Date: 10-Jun-2015 ISIN: TW0002308004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS Non-Voting US TO VOTE AGAINST ANY PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE RELEVANT PROPOSAL. THANK YOU 1 ACKNOWLEDGEMENT OF THE 2014 FINANCIAL RESULTS Mgmt For For 2 ACKNOWLEDGEMENT OF THE 2014 EARNINGS DISTRIBUTION. Mgmt For For PROPOSED CASH DIVIDEND: TWD 6.7 PER SHARE 3 DISCUSSION OF THE AMENDMENTS TO ARTICLES OF Mgmt For For INCORPORATION 4 DISCUSSION OF THE AMENDMENTS TO OPERATING PROCEDURES Mgmt For For OF ACQUISITION OR DISPOSAL OF ASSETS 5 DISCUSSION OF THE AMENDMENTS TO OPERATING PROCEDURES Mgmt For For OF FUND LENDING 6.1 THE ELECTION OF THE DIRECTOR: HAI,YING-JUN, Mgmt For For SHAREHOLDER NO. 00038010 6.2 THE ELECTION OF THE DIRECTOR: KE,ZI-XING, SHAREHOLDER Mgmt For For NO. 00015314 6.3 THE ELECTION OF THE DIRECTOR: ZHENG,CHONG-HUA, Mgmt For For SHAREHOLDER NO. 00000001 6.4 THE ELECTION OF THE DIRECTOR: ZHENG,PING, SHAREHOLDER Mgmt For For NO. 00000043 6.5 THE ELECTION OF THE DIRECTOR: LI,ZHONG-JIE, Mgmt For For SHAREHOLDER NO. 00000360 6.6 THE ELECTION OF THE DIRECTOR: FRED CHAI YAN LEE, Mgmt For For SHAREHOLDER NO. 1946042XXX 6.7 THE ELECTION OF THE DIRECTOR: ZHANG,XUN-HAI, Mgmt For For SHAREHOLDER NO. 00000019 6.8 THE ELECTION OF THE DIRECTOR: ZHANG,MING-ZHONG, Mgmt For For SHAREHOLDER NO. 00000032 6.9 THE ELECTION OF THE DIRECTOR: HUANG,CHONG-XING, Mgmt For For SHAREHOLDER NO. H101258XXX 6.10 THE ELECTION OF THE INDEPENDENT DIRECTOR: ZHAO, Mgmt For For TAI-SHENG, SHAREHOLDER NO. K101511XXX 6.11 THE ELECTION OF THE INDEPENDENT DIRECTOR: CHEN, Mgmt For For YONG-QING, SHAREHOLDER NO. A100978XXX 6.12 THE ELECTION OF THE INDEPENDENT DIRECTOR: PENG, Mgmt For For ZONG-PING, SHAREHOLDER NO. J100603XXX 7 RELEASING THE DIRECTOR FROM NON-COMPETITION Mgmt Against Against RESTRICTIONS -------------------------------------------------------------------------------------------------------------------------- ECLAT TEXTILE CO LTD Agenda Number: 706217355 -------------------------------------------------------------------------------------------------------------------------- Security: Y2237Y109 Meeting Type: AGM Ticker: Meeting Date: 24-Jun-2015 ISIN: TW0001476000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS Non-Voting US TO VOTE AGAINST ANY PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE RELEVANT PROPOSAL. THANK YOU CMMT AS PER TRUST ASSOCIATION'S PROXY VOTING GUIDELINES, Non-Voting EVERY SHAREHOLDER IS ELIGIBLE TO BE NOMINATED AS A CANDIDATE AND BE ELECTED AS A DIRECTOR OR A SUPERVISOR, REGARDLESS OF BEING RECOMMENDED BY THE COMPANY AND/OR BY OTHER PARTIES. IF YOU INTEND TO VOTE FOR A LISTED CANDIDATE, YOU WILL NEED TO CONTACT THE CANDIDATE AND/OR THE ISSUING COMPANY TO OBTAIN THE CANDIDATE'S NAME AND ID NUMBER. WITHOUT SUCH SPECIFIC INFORMATION, AN ELECTION WOULD BE DEEMED AS A 'NO VOTE'. 1 THE 2014 BUSINESS REPORTS AND FINANCIAL STATEMENTS Mgmt For For 2 THE 2014 PROFIT DISTRIBUTION. PROPOSED CASH DIVIDEND: Mgmt For For TWD 8 PER SHARE 3 THE REVISION TO THE ARTICLES OF INCORPORATION Mgmt For For 4 THE REVISION TO THE PROCEDURES OF MONETARY LOANS Mgmt For For 5 THE REVISION TO THE PROCEDURES OF ENDORSEMENT AND Mgmt For For GUARANTEE 6 THE REVISION TO THE RULES OF SHAREHOLDER MEETING Mgmt For For 7 THE REVISION TO THE PROCEDURES OF THE ELECTION OF THE Mgmt For For DIRECTORS AND SUPERVISORS 8.1 THE ELECTION OF THE INDEPENDENT DIRECTOR: WANG, Mgmt For For YA-KANG, SHAREHOLDER NO. XXXXXXXXXX 8.2 THE ELECTION OF THE INDEPENDENT DIRECTOR: YOU, Mgmt For For ZHENG-PING, SHAREHOLDER NO. XXXXXXXXXX 8.3 THE ELECTION OF THE INDEPENDENT DIRECTOR: LIU, Mgmt For For NAI-MING, SHAREHOLDER NO. XXXXXXXXXX 8.4 THE ELECTION OF THE NON-NOMINATED DIRECTOR Mgmt Against Against 8.5 THE ELECTION OF THE NON-NOMINATED DIRECTOR Mgmt Against Against 8.6 THE ELECTION OF THE NON-NOMINATED DIRECTOR Mgmt Against Against 8.7 THE ELECTION OF THE NON-NOMINATED DIRECTOR Mgmt Against Against 8.8 THE ELECTION OF THE NON-NOMINATED DIRECTOR Mgmt Against Against 8.9 THE ELECTION OF THE NON-NOMINATED DIRECTOR Mgmt Against Against 8.10 THE ELECTION OF THE NON-NOMINATED DIRECTOR Mgmt Against Against 8.11 THE ELECTION OF THE NON-NOMINATED DIRECTOR Mgmt Against Against 9 THE PROPOSAL TO RELEASE NON-COMPETITION RESTRICTION ON Mgmt Against Against THE NEWLY ELECTED DIRECTORS 10 EXTRAORDINARY MOTIONS Mgmt Abstain For -------------------------------------------------------------------------------------------------------------------------- GIANT MANUFACTURING CO LTD Agenda Number: 706227445 -------------------------------------------------------------------------------------------------------------------------- Security: Y2708Z106 Meeting Type: AGM Ticker: Meeting Date: 25-Jun-2015 ISIN: TW0009921007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS Non-Voting US TO VOTE AGAINST ANY PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE RELEVANT PROPOSAL. THANK YOU CMMT AS PER TRUST ASSOCIATION'S PROXY VOTING GUIDELINES, Non-Voting EVERY SHAREHOLDER IS ELIGIBLE TO BE NOMINATED AS A CANDIDATE AND BE ELECTED AS A DIRECTOR OR A SUPERVISOR, REGARDLESS OF BEING RECOMMENDED BY THE COMPANY AND/OR BY OTHER PARTIES. IF YOU INTEND TO VOTE FOR A LISTED CANDIDATE, YOU WILL NEED TO CONTACT THE CANDIDATE AND/OR THE ISSUING COMPANY TO OBTAIN THE CANDIDATE'S NAME AND ID NUMBER. WITHOUT SUCH SPECIFIC INFORMATION, AN ELECTION WOULD BE DEEMED AS A 'NO VOTE'. 1 THE 2014 BUSINESS REPORTS AND FINANCIAL STATEMENTS Mgmt For For 2 THE 2014 PROFIT DISTRIBUTION. CASH DIVIDEND OF TWD 6.6 Mgmt For For PER SHARE FROM RETAINED EARNINGS 3.1 THE ELECTION OF THE INDEPENDENT DIRECTOR: WU CHONG YI, Mgmt For For SHAREHOLDER NO. XXXXXXXXXX 3.2 THE ELECTION OF THE INDEPENDENT DIRECTOR: CHEN HONG Mgmt For For SHOU, SHAREHOLDER NO. XXXXXXXXXX 3.3 THE ELECTION OF THE NON-NOMINATED DIRECTOR Mgmt Against Against 3.4 THE ELECTION OF THE NON-NOMINATED DIRECTOR Mgmt Against Against 3.5 THE ELECTION OF THE NON-NOMINATED DIRECTOR Mgmt Against Against 3.6 THE ELECTION OF THE NON-NOMINATED DIRECTOR Mgmt Against Against 3.7 THE ELECTION OF THE NON-NOMINATED DIRECTOR Mgmt Against Against 3.8 THE ELECTION OF THE NON-NOMINATED DIRECTOR Mgmt Against Against 3.9 THE ELECTION OF THE NON-NOMINATED DIRECTOR Mgmt Against Against 3.10 THE ELECTION OF THE NON-NOMINATED SUPERVISOR Mgmt Against Against 3.11 THE ELECTION OF THE NON-NOMINATED SUPERVISOR Mgmt Against Against 4 THE PROPOSAL TO RELEASE NON-COMPETITION RESTRICTION ON Mgmt For For THE NEWLY ELECTED DIRECTORS 5 OTHER ISSUES AND EXTRAORDINARY MOTIONS Mgmt Abstain For -------------------------------------------------------------------------------------------------------------------------- HERMES MICROVISION INC Agenda Number: 706120968 -------------------------------------------------------------------------------------------------------------------------- Security: Y3R79M105 Meeting Type: AGM Ticker: Meeting Date: 29-May-2015 ISIN: TW0003658001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS Non-Voting US TO VOTE AGAINST ANY PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE RELEVANT PROPOSAL. THANK YOU 1 THE 2014 BUSINESS REPORTS AND FINANCIAL STATEMENTS Mgmt For For 2 THE 2014 PROFIT DISTRIBUTION. PROPOSED CASH DIVIDEND: Mgmt For For TWD 22 PER SHARE 3 THE REVISION TO THE PROCEDURES OF ASSET ACQUISITION OR Mgmt For For DISPOSAL 4 EXTRAORDINARY MOTIONS Mgmt Abstain For -------------------------------------------------------------------------------------------------------------------------- INDUSTRIAL AND COMMERCIAL BANK OF CHINA LTD, BEIJI Agenda Number: 706119939 -------------------------------------------------------------------------------------------------------------------------- Security: Y3990B112 Meeting Type: AGM Ticker: Meeting Date: 19-Jun-2015 ISIN: CNE1000003G1 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 504/LTN201505041882.pdf AND http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 504/LTN201505041848.pdf 1 TO CONSIDER AND APPROVE PROPOSAL IN RESPECT OF THE Mgmt For For 2014 WORK REPORT OF THE BOARD OF DIRECTORS OF INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED 2 TO CONSIDER AND APPROVE PROPOSAL IN RESPECT OF THE Mgmt For For 2014 WORK REPORT OF THE BOARD OF SUPERVISORS OF INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED 3 TO CONSIDER AND APPROVE PROPOSAL IN RESPECT OF THE Mgmt For For ELECTION OF MR. QIAN WENHUI AS A SHAREHOLDER SUPERVISOR OF INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED 4 TO CONSIDER AND APPROVE PROPOSAL IN RESPECT OF 2014 Mgmt For For AUDITED ACCOUNTS 5 TO CONSIDER AND APPROVE PROPOSAL IN RESPECT OF 2014 Mgmt For For PROFIT DISTRIBUTION PLAN 6 TO CONSIDER AND APPROVE PROPOSAL IN RESPECT OF THE Mgmt For For FIXED ASSET INVESTMENT BUDGET FOR 2015 7 TO CONSIDER AND APPROVE PROPOSAL IN RESPECT OF THE Mgmt For For ENGAGEMENT OF AUDITORS FOR 2015 8 TO CONSIDER AND APPROVE PROPOSAL IN RESPECT OF THE Mgmt Against Against GENERAL MANDATE TO ISSUE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED 9 TO CONSIDER AND APPROVE PROPOSAL IN RESPECT OF THE Mgmt For For ELECTION OF MR. WANG XIQUAN AS AN EXECUTIVE DIRECTOR OF INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED 10 TO CONSIDER AND APPROVE PROPOSAL IN RESPECT OF THE Mgmt For For ELECTION OF MR. OR CHING FAI AS AN INDEPENDENT DIRECTOR OF INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED -------------------------------------------------------------------------------------------------------------------------- LOCALIZA RENT A CAR SA, BELO HORIZONTE Agenda Number: 705942882 -------------------------------------------------------------------------------------------------------------------------- Security: P6330Z111 Meeting Type: EGM Ticker: Meeting Date: 15-May-2015 ISIN: BRRENTACNOR4 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU 1 TO APPROVE THE PROPOSAL FROM THE MANAGEMENT TO AMEND Mgmt For For THE CORPORATE BYLAWS OF THE COMPANY AND THEIR RESTATEMENT 2.1 TO APPROVE THE MERGER OF THE COMPANY LOCALIZA CUIABA Mgmt For For ALUGUEL DE CARROS LTDA., FROM HERE ONWARDS REFERRED TO AS LOCALIZA CUIABA, FOR THE PURPOSES OF ARTICLE 264 OF LAW 6404.76: APPROVAL OF THE JUSTIFICATION AND MERGER PROTOCOL CONCERNING THE MERGER OF LOCALIZA CUIABA ALUGUEL DE CARROS LTDA., A WHOLLY OWNED SUBSIDIARY OF THE COMPANY 2.2 TO APPROVE THE MERGER OF THE COMPANY LOCALIZA CUIABA Mgmt For For ALUGUEL DE CARROS LTDA., FROM HERE ONWARDS REFERRED TO AS LOCALIZA CUIABA, FOR THE PURPOSES OF ARTICLE 264 OF LAW 6404.76: RATIFICATION OF THE APPOINTMENT AND HIRING OF THE EXPERTS RESPONSIBLE FOR THE VALUATION OF THE EQUITY OF LOCALIZA CUIABA IN THE PREPARATION OF THE APPROPRIATE VALUATION REPORT, FROM HERE ONWARDS REFERRED TO AS THE LOCALIZA CUIABA VALUATION REPORT 2.3 TO APPROVE THE MERGER OF THE COMPANY LOCALIZA CUIABA Mgmt For For ALUGUEL DE CARROS LTDA., FROM HERE ONWARDS REFERRED TO AS LOCALIZA CUIABA, FOR THE PURPOSES OF ARTICLE 264 OF LAW 6404.76: APPROVAL OF THE BOOK VALUATION REPORT OF THE EQUITY OF LOCALIZA CUIABA 2.4 TO APPROVE THE MERGER OF THE COMPANY LOCALIZA CUIABA Mgmt For For ALUGUEL DE CARROS LTDA., FROM HERE ONWARDS REFERRED TO AS LOCALIZA CUIABA, FOR THE PURPOSES OF ARTICLE 264 OF LAW 6404.76: APPROVAL OF THE DEFINITIVE MERGER PROPOSAL FOR LOCALIZA CUIABA, WITH THE CONSEQUENT EXTINCTION OF LOCALIZA CUIABA 2.5 TO APPROVE THE MERGER OF THE COMPANY LOCALIZA CUIABA Mgmt For For ALUGUEL DE CARROS LTDA., FROM HERE ONWARDS REFERRED TO AS LOCALIZA CUIABA, FOR THE PURPOSES OF ARTICLE 264 OF LAW 6404.76: AUTHORIZATION TO THE EXECUTIVE COMMITTEE OF THE COMPANY TO DO ALL OF THE ACTS THAT ARE NECESSARY FOR THE IMPLEMENTATION OF THE FOREGOING RESOLUTIONS CMMT 01 MAY 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO POSTPONEMENT OF THE MEETING DATE FROM 28APR 2015 TO 15 MAY 2015. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- MTN GROUP LTD, FAIRLANDS Agenda Number: 706129372 -------------------------------------------------------------------------------------------------------------------------- Security: S8039R108 Meeting Type: AGM Ticker: Meeting Date: 27-May-2015 ISIN: ZAE000042164 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O.1.1 RE-ELECTION OF A HARPER AS DIRECTOR Mgmt For For O.1.2 RE-ELECTION OF NP MAGEZA AS A DIRECTOR Mgmt For For O.1.3 RE-ELECTION OF MLD MAROLE AS A DIRECTOR Mgmt For For O.1.4 RE-ELECTION OF JHN STRYDOM AS A DIRECTOR Mgmt Against Against O.1.5 RE-ELECTION OF AF VAN BILJON AS A DIRECTOR Mgmt For For O.1.6 ELECTION OF KC RAMON AS A DIRECTOR Mgmt For For O.2.1 TO ELECT KC RAMON AS A MEMBER OF THE AUDIT COMMITTEE Mgmt For For O.2.2 TO ELECT NP MAGEZA AS A MEMBER OF THE AUDIT COMMITTEE Mgmt For For O.2.3 TO ELECT MJN NJEKE AS A MEMBER OF THE AUDIT COMMITTEE Mgmt For For O.2.4 TO ELECT J VAN ROOYEN AS A MEMBER OF THE AUDIT Mgmt For For COMMITTEE O.3 RE-APPOINTMENT OF JOINT INDEPENDENT AUDITORS: Mgmt For For PRICEWATERHOUSECOOPERS INC. AND SIZWENTSALUBAGOBODO INC. O.4 GENERAL AUTHORITY FOR DIRECTORS TO ALLOT AND ISSUE Mgmt For For ORDINARY SHARES O.5 GENERAL AUTHORITY FOR DIRECTORS TO ALLOT AND ISSUE Mgmt For For ORDINARY SHARES FOR CASH A.E ENDORSEMENT OF THE REMUNERATION PHILOSOPHY (POLICY) Mgmt For For S.1 TO APPROVE THE REMUNERATION PAYABLE TO NON-EXECUTIVE Mgmt For For DIRECTORS S.2 TO APPROVE A GENERAL AUTHORITY FOR THE COMPANY AND/OR Mgmt For For ANY OF ITS SUBSIDIARIES TO REPURCHASE OR PURCHASE, AS THE CASE MAY BE, SHARES IN THE COMPANY S.3 TO APPROVE THE GRANTING OF FINANCIAL ASSISTANCE BY THE Mgmt Against Against COMPANY TO ITS SUBSIDIARIES AND OTHER RELATED AND INTER-RELATED COMPANIES AND CORPORATIONS AND TO DIRECTORS, PRESCRIBED OFFICERS AND OTHER PERSONS PARTICIPATING IN SHARE OR OTHER EMPLOYEE INCENTIVE SCHEMES S.4 TO APPROVE THE AMENDMENTS TO THE PERFORMANCE SHARE Mgmt For For PLAN 2010 RULES -------------------------------------------------------------------------------------------------------------------------- ODONTOPREV SA, BARUERI, SP Agenda Number: 706122758 -------------------------------------------------------------------------------------------------------------------------- Security: P7344M104 Meeting Type: EGM Ticker: Meeting Date: 20-May-2015 ISIN: BRODPVACNOR4 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU 1 PROPOSAL FOR THE AMENDMENT OF THE COMPANY STOCK OPTION Mgmt Against Against PLAN -------------------------------------------------------------------------------------------------------------------------- PETROCHINA CO LTD, BEIJING Agenda Number: 706236052 -------------------------------------------------------------------------------------------------------------------------- Security: Y6883Q104 Meeting Type: AGM Ticker: Meeting Date: 23-Jun-2015 ISIN: CNE1000003W8 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID Non-Voting 449512 DUE TO ADDITION OF RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/sehk/2015/0 408/LTN20150408914.pdf AND http://www.hkexnews.hk/listedco/listconews/sehk/2015/0 408/LTN201504081030.pdf AND http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 603/LTN20150603529.pdf AND http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 603/LTN20150603577.pdf 1 TO CONSIDER AND APPROVE THE REPORT OF THE BOARD OF Mgmt For For DIRECTORS OF THE COMPANY FOR THE YEAR 2014 2 TO CONSIDER AND APPROVE THE REPORT OF THE SUPERVISORY Mgmt For For COMMITTEE OF THE COMPANY FOR THE YEAR 2014 3 TO CONSIDER AND APPROVE THE AUDITED FINANCIAL Mgmt For For STATEMENTS OF THE COMPANY FOR THE YEAR 2014 4 TO CONSIDER AND APPROVE THE DECLARATION AND PAYMENT OF Mgmt For For THE FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2014 IN THE AMOUNT AND IN THE MANNER RECOMMENDED BY THE BOARD OF DIRECTORS 5 TO CONSIDER AND APPROVE THE AUTHORISATION OF THE BOARD Mgmt For For OF DIRECTORS TO DETERMINE THE DISTRIBUTION OF INTERIM DIVIDENDS FOR THE YEAR 2015 6 TO CONSIDER AND APPROVE THE APPOINTMENT OF KPMG Mgmt For For HUAZHEN AND KPMG, AS THE DOMESTIC AND INTERNATIONAL AUDITORS OF THE COMPANY, RESPECTIVELY, FOR THE YEAR 2015 AND TO AUTHORISE THE BOARD OF DIRECTORS TO DETERMINE THEIR REMUNERATION 7.I TO CONSIDER AND APPROVE THE ELECTION OF MR ZHAO Mgmt Against Against ZHENGZHANG AS DIRECTOR OF THE COMPANY 7.II TO CONSIDER AND APPROVE THE ELECTION OF MR WANG YILIN Mgmt Against Against AS DIRECTOR OF THE COMPANY 8 TO CONSIDER AND APPROVE, BY WAY OF SPECIAL RESOLUTION, Mgmt Against Against TO GRANT A GENERAL MANDATE TO THE BOARD OF DIRECTORS TO SEPARATELY OR CONCURRENTLY ISSUE, ALLOT AND DEAL WITH ADDITIONAL DOMESTIC SHARES AND OVERSEAS LISTED FOREIGN SHARES IN THE COMPANY NOT EXCEEDING 20% OF EACH OF ITS EXISTING DOMESTIC SHARES AND OVERSEAS LISTED FOREIGN SHARES OF THE COMPANY IN ISSUE 9 TO CONSIDER AND APPROVE, BY WAY OF SPECIAL RESOLUTION, Mgmt For For TO UNCONDITIONALLY GRANT A GENERAL MANDATE TO DETERMINE AND HANDLE THE ISSUE OF DEBT FINANCING INSTRUMENTS OF THE COMPANY WITH THE OUTSTANDING BALANCE AMOUNT OF UP TO RMB150 BILLION, UPON SUCH TERMS AND CONDITIONS TO BE DETERMINED BY THE BOARD OF DIRECTORS -------------------------------------------------------------------------------------------------------------------------- RANDGOLD RESOURCES LIMITED Agenda Number: 934183788 -------------------------------------------------------------------------------------------------------------------------- Security: 752344309 Meeting Type: Annual Ticker: GOLD Meeting Date: 05-May-2015 ISIN: US7523443098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO RECEIVE AND CONSIDER THE AUDITED FINANCIAL Mgmt For For STATEMENTS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2014 TOGETHER WITH THE DIRECTORS' REPORTS AND THE AUDITORS REPORT ON THE FINANCIAL STATEMENTS. 2. TO DECLARE A FINAL DIVIDEND OF US$0.60 PER ORDINARY Mgmt For For SHARE RECOMMENDED BY THE DIRECTORS IN RESPECT OF THE FINANCIAL YEAR ENDED 31 DECEMBER 2014. 3. TO APPROVE THE DIRECTORS' REMUNERATION REPORT FOR THE Mgmt For For FINANCIAL YEAR ENDED 31 DECEMBER 2014 (OTHER THAN THE DIRECTORS' REMUNERATION POLICY). 4. TO APPROVE THE DIRECTORS' REMUNERATION POLICY. Mgmt For For 5. TO RE-ELECT MARK BRISTOW AS A DIRECTOR OF THE COMPANY. Mgmt For For 6. TO RE-ELECT NORBORNE COLE JR AS A DIRECTOR OF THE Mgmt For For COMPANY. 7. TO RE-ELECT CHRISTOPHER COLEMAN AS A DIRECTOR OF THE Mgmt For For COMPANY. 8. TO RE-ELECT KADRI DAGDELEN AS A DIRECTOR OF THE Mgmt For For COMPANY. 9. TO RE-ELECT JAMIL KASSUM AS A DIRECTOR OF THE COMPANY. Mgmt For For 10. TO RE-ELECT JEANINE MABUNDA LIOKO AS A DIRECTOR OF THE Mgmt For For COMPANY. 11. TO RE-ELECT ANDREW QUINN AS A DIRECTOR OF THE COMPANY. Mgmt For For 12. TO RE-ELECT GRAHAM SHUTTLEWORTH AS A DIRECTOR OF THE Mgmt For For COMPANY. 13. TO RE-ELECT KARL VOLTAIRE AS A DIRECTOR OF THE Mgmt For For COMPANY. 14. TO ELECT SAFIATOU BA-N'DAW AS A DIRECTOR OF THE Mgmt For For COMPANY. 15. TO RE-APPOINT BDO LLP AS THE AUDITOR OF THE COMPANY, Mgmt For For TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY. 16. TO AUTHORISE THE DIRECTORS TO DETERMINE THE Mgmt For For REMUNERATION OF THE AUDITORS. 17. AUTHORITY TO ALLOT SHARES AND GRANT RIGHTS TO Mgmt For For SUBSCRIBE FOR, OR CONVERT ANY SECURITY INTO SHARES. 18. AWARDS OF ORDINARY SHARES TO NON-EXECUTIVE DIRECTORS Mgmt For For (OTHER THAN THE SENIOR INDEPENDENT DIRECTOR AND THE CHAIRMAN). 19. AWARD OF ORDINARY SHARES TO THE SENIOR INDEPENDENT Mgmt For For DIRECTOR. 20. AWARD OF ORDINARY SHARES TO THE CHAIRMAN. Mgmt For For 21. AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS. Mgmt For For 22. AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN ORDINARY Mgmt For For SHARES. -------------------------------------------------------------------------------------------------------------------------- RELIANCE INDUSTRIES LTD, MUMBAI Agenda Number: 706185344 -------------------------------------------------------------------------------------------------------------------------- Security: Y72596102 Meeting Type: AGM Ticker: Meeting Date: 12-Jun-2015 ISIN: INE002A01018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING 1.A CONSIDER AND ADOPT: AUDITED FINANCIAL STATEMENT, Mgmt For For REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS 1.B CONSIDER AND ADOPT: AUDITED CONSOLIDATED FINANCIAL Mgmt For For STATEMENT 2 DECLARATION OF DIVIDEND ON EQUITY SHARES Mgmt For For 3.A RE-APPOINTMENT OF THE FOLLOWING DIRECTOR, RETIRING BY Mgmt For For ROTATION : SHRI HITAL R. MESWANI 3.B RE-APPOINTMENT OF THE FOLLOWING DIRECTOR, RETIRING BY Mgmt For For ROTATION : SHRI P.M.S. PRASAD 4 APPOINTMENT OF AUDITORS AND FIXING THEIR REMUNERATION: Mgmt Against Against RESOLVED THAT M/S. CHATURVEDI & SHAH, CHARTERED ACCOUNTANTS (REGISTRATION NO. 101720W), DELOITTE HASKINS & SELLS LLP, CHARTERED ACCOUNTANTS (REGISTRATION NO. 117366W / W - 100018) AND M/S. RAJENDRA & CO., CHARTERED ACCOUNTANTS (REGISTRATION NO. 108355W), BE AND ARE HEREBY APPOINTED AS AUDITORS OF THE COMPANY, TO HOLD OFFICE FROM THE CONCLUSION OF THIS ANNUAL GENERAL MEETING TILL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY AT SUCH REMUNERATION AS SHALL BE FIXED BY THE BOARD OF DIRECTORS OF THE COMPANY 5 APPOINTMENT OF SHRI RAMINDER SINGH GUJRAL AS AN Mgmt For For INDEPENDENT DIRECTOR 6 APPROVAL OF CONTINUATION OF EMPLOYMENT OF SHRI PAWAN Mgmt For For KUMAR KAPIL AS A WHOLE-TIME DIRECTOR DESIGNATED AS EXECUTIVE DIRECTOR 7 APPROVAL OF THE REMUNERATION OF THE COST AUDITORS Mgmt For For 8 APPROVAL OF OFFER OR INVITATION TO SUBSCRIBE TO Mgmt For For NON-CONVERTIBLE DEBENTURES ON PRIVATE PLACEMENT -------------------------------------------------------------------------------------------------------------------------- TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD Agenda Number: 706163209 -------------------------------------------------------------------------------------------------------------------------- Security: Y84629107 Meeting Type: AGM Ticker: Meeting Date: 09-Jun-2015 ISIN: TW0002330008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT IN CASES WHERE THE CLIENT INSTRUCTS Non-Voting US TO VOTE AGAINST ANY PROPOSAL TO BE DISCUSSED AT A SHAREHOLDERS MEETING AND THE VOTING WITH RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT, WE OR OUR DESIGNEE WILL FILL OUT THE BALLOT IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH THE CLIENTS INSTRUCTIONS. HOWEVER, IF THE VOTING AT THE SHAREHOLDERS MEETING IS DONE BY ACCLAMATION, WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN RESPECT OF THE RELEVANT PROPOSAL. THANK YOU 1 2014 ANNUAL BUSINESS REPORT AND FINANCIAL STATEMENTS Mgmt For For 2 2014 PROFIT DISTRIBUTION. CASH DIVIDEND: TWD 4.5 PER Mgmt For For SHARE 3.1 THE ELECTION OF THE DIRECTOR: MORRIS CHANG, Mgmt For For SHAREHOLDER NO. 4515 3.2 THE ELECTION OF THE DIRECTOR: F.C. TSENG, SHAREHOLDER Mgmt For For NO. 104 3.3 THE ELECTION OF THE DIRECTOR: NATIONAL DEVELOPMENT Mgmt For For FUND EXECUTIVE YUAN, SHAREHOLDER NO. 1, JOHNSEE LEE AS REPRESENTATIVE 3.4 THE ELECTION OF THE INDEPENDENT DIRECTOR: SIR PETER Mgmt For For LEAHY BONFIELD, SHAREHOLDER NO. 504512XXX 3.5 THE ELECTION OF THE INDEPENDENT DIRECTOR: STAN SHIH, Mgmt For For SHAREHOLDER NO. 534770 3.6 THE ELECTION OF THE INDEPENDENT DIRECTOR: THOMAS J. Mgmt For For ENGIBOUS, SHAREHOLDER NO. 515274XXX 3.7 THE ELECTION OF THE INDEPENDENT DIRECTOR: KOK CHOO Mgmt For For CHEN, SHAREHOLDER NO. A210358XXX 3.8 THE ELECTION OF THE INDEPENDENT DIRECTOR: MICHAEL R. Mgmt For For SPLINTER, SHAREHOLDER NO. 488601XXX -------------------------------------------------------------------------------------------------------------------------- TENARIS, S.A. Agenda Number: 934207297 -------------------------------------------------------------------------------------------------------------------------- Security: 88031M109 Meeting Type: Annual Ticker: TS Meeting Date: 06-May-2015 ISIN: US88031M1099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. CONSIDERATION OF THE CONSOLIDATED MANAGEMENT REPORT Mgmt For AND RELATED MANAGEMENT CERTIFICATIONS ON THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2014, AND ON THE ANNUAL ACCOUNTS AS AT DECEMBER 31, 2014, AND OF THE INDEPENDENT AUDITORS' REPORTS ON SUCH CONSOLIDATED FINANCIAL STATEMENTS AND ANNUAL ACCOUNTS. 2. APPROVAL OF THE COMPANY'S CONSOLIDATED FINANCIAL Mgmt For STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2014. 3. APPROVAL OF THE COMPANY'S ANNUAL ACCOUNTS AS AT Mgmt For DECEMBER 31, 2014. 4. ALLOCATION OF RESULTS AND APPROVAL OF DIVIDEND PAYMENT Mgmt For FOR THE YEAR ENDED DECEMBER 31, 2014. 5. DISCHARGE OF MEMBERS OF THE BOARD OF DIRECTORS FOR THE Mgmt For EXERCISE OF THEIR MANDATE DURING THE YEAR ENDED DECEMBER 31, 2014. 6. ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS. Mgmt Against 7. AUTHORIZATION OF THE COMPENSATION OF MEMBERS OF THE Mgmt For BOARD OF DIRECTORS. 8. APPOINTMENT OF THE INDEPENDENT AUDITORS FOR THE FISCAL Mgmt For YEAR ENDING DECEMBER 31, 2015, AND APPROVAL OF THEIR FEES. 9. AUTHORIZATION TO THE COMPANY, OR ANY SUBSIDIARY, TO Mgmt Against FROM TIME TO TIME PURCHASE, ACQUIRE OR RECEIVE SECURITIES OF THE COMPANY, IN ACCORDANCE WITH ARTICLE 49-2 OF THE LUXEMBOURG LAW OF 10 AUGUST 1915 AND WITH APPLICABLE LAWS AND REGULATIONS. 10. AUTHORIZATION TO THE BOARD OF DIRECTORS TO CAUSE THE Mgmt For DISTRIBUTION OF ALL SHAREHOLDER COMMUNICATIONS, INCLUDING ITS SHAREHOLDER MEETING AND PROXY MATERIALS AND ANNUAL REPORTS TO SHAREHOLDERS, BY SUCH ELECTRONIC MEANS AS IS PERMITTED BY ANY APPLICABLE LAWS OR REGULATIONS. 11. DECISION ON THE RENEWAL OF THE AUTHORIZED SHARE Mgmt Against CAPITAL OF THE COMPANY AND RELATED AUTHORIZATIONS AND WAIVERS BY: A) THE RENEWAL OF THE VALIDITY PERIOD OF THE COMPANY'S AUTHORIZED SHARE CAPITAL FOR A PERIOD STARTING ON THE DATE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND ENDING ON THE FIFTH ANNIVERSARY OF THE DATE OF THE PUBLICATION IN THE MEMORIAL OF THE DEED RECORDING THE MINUTES OF SUCH MEETING; B) THE RENEWAL OF THE AUTHORIZATION TO THE BOARD OF DIRECTORS, OR ANY ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL) -------------------------------------------------------------------------------------------------------------------------- TENCENT HOLDINGS LTD, GEORGE TOWN Agenda Number: 705938225 -------------------------------------------------------------------------------------------------------------------------- Security: G87572163 Meeting Type: AGM Ticker: Meeting Date: 13-May-2015 ISIN: KYG875721634 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/sehk/2015/0 330/LTN201503301236.pdf AND http://www.hkexnews.hk/listedco/listconews/sehk/2015/0 330/LTN201503301228.PDF CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING 1 TO RECEIVE AND CONSIDER THE AUDITED FINANCIAL Mgmt For For STATEMENTS AND THE REPORTS OF THE DIRECTORS AND AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2014 2 TO DECLARE A FINAL DIVIDEND Mgmt For For 3.i.a TO RE-ELECT Mr LI DONG SHENG AS DIRECTOR Mgmt Against Against 3.i.b TO RE-ELECT Mr IAIN FERGUSON BRUCE AS DIRECTOR Mgmt Against Against 3.ii TO AUTHORISE THE BOARD OF DIRECTORS TO FIX THE Mgmt For For DIRECTORS' REMUNERATION 4 TO RE-APPOINT AUDITOR AND TO AUTHORISE THE BOARD OF Mgmt Against Against DIRECTORS TO FIX THEIR REMUNERATION 5 TO GRANT A GENERAL MANDATE TO THE DIRECTORS TO ISSUE Mgmt Against Against NEW SHARES (ORDINARY RESOLUTION 5 AS SET OUT IN THE NOTICE OF THE AGM) 6 TO GRANT A GENERAL MANDATE TO THE DIRECTORS TO Mgmt For For REPURCHASE SHARES (ORDINARY RESOLUTION 6 AS SET OUT IN THE NOTICE OF THE AGM) 7 TO EXTEND THE GENERAL MANDATE TO ISSUE NEW SHARES BY Mgmt Against Against ADDING THE NUMBER OF SHARES REPURCHASED (ORDINARY RESOLUTION 7 AS SET OUT IN THE NOTICE OF THE AGM) -------------------------------------------------------------------------------------------------------------------------- THE WHARF (HOLDINGS) LTD, TSIM SHA TSUI Agenda Number: 706004772 -------------------------------------------------------------------------------------------------------------------------- Security: Y8800U127 Meeting Type: AGM Ticker: Meeting Date: 15-May-2015 ISIN: HK0004000045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF Non-Voting "ABSTAIN" WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE. CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 413/LTN20150413471.pdf AND http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 413/LTN20150413499.pdf 1 TO ADOPT THE FINANCIAL STATEMENTS AND THE REPORTS OF Mgmt For For THE DIRECTORS AND AUDITORS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 2.A TO RE-ELECT MR. STEPHEN TIN HOI NG, A RETIRING Mgmt Against Against DIRECTOR, AS A DIRECTOR 2.B TO RE-ELECT MR. ANDREW ON KIU CHOW, A RETIRING Mgmt For For DIRECTOR, AS A DIRECTOR 2.C TO RE-ELECT MS. DOREEN YUK FONG LEE, A RETIRING Mgmt For For DIRECTOR, AS A DIRECTOR 2.D TO RE-ELECT MR. PAUL YIU CHEUNG TSUI, A RETIRING Mgmt Against Against DIRECTOR, AS A DIRECTOR 2.E TO RE-ELECT PROFESSOR ENG KIONG YEOH, A RETIRING Mgmt For For DIRECTOR, AS A DIRECTOR 3 TO RE-APPOINT KPMG AS AUDITORS OF THE COMPANY AND TO Mgmt For For AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION 4.A TO APPROVE AN INCREASE IN THE RATE OF FEE PAYABLE TO Mgmt For For THE CHAIRMAN OF THE COMPANY 4.B TO APPROVE AN INCREASE IN THE RATE OF FEE PAYABLE TO Mgmt For For THE DIRECTORS (OTHER THAN THE CHAIRMAN OF THE COMPANY) 4.C TO APPROVE AN INCREASE IN THE RATE OF FEE PAYABLE TO Mgmt For For THE AUDIT COMMITTEE MEMBERS 5 TO GIVE A GENERAL MANDATE TO THE DIRECTORS FOR SHARE Mgmt For For REPURCHASES BY THE COMPANY 6 TO GIVE A GENERAL MANDATE TO THE DIRECTORS FOR ISSUE Mgmt Against Against OF SHARES 7 TO APPROVE THE ADDITION OF REPURCHASED SECURITIES TO Mgmt Against Against THE SHARE ISSUE GENERAL MANDATE STATED UNDER RESOLUTION NO. 6 -------------------------------------------------------------------------------------------------------------------------- TINGYI (CAYMAN ISLANDS) HOLDING CORP, GEORGE TOWN Agenda Number: 706032187 -------------------------------------------------------------------------------------------------------------------------- Security: G8878S103 Meeting Type: AGM Ticker: Meeting Date: 27-May-2015 ISIN: KYG8878S1030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/sehk/2015/0 416/LTN20150416258.pdf http://www.hkexnews.hk/listedco/listconews/sehk/2015/0 416/LTN20150416242.pdf 1 TO RECEIVE AND CONSIDER THE AUDITED ACCOUNTS AND THE Mgmt For For REPORTS OF THE DIRECTORS AND AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2014 2 TO DECLARE THE PAYMENT OF A FINAL DIVIDEND FOR THE Mgmt For For YEAR ENDED 31 DECEMBER 2014 3A TO RE-ELECT MR. WU CHUNG-YI AS AN EXECUTIVE DIRECTOR Mgmt For For AND TO AUTHORIZE THE DIRECTORS TO FIX HIS REMUNERATION 3B TO RE-ELECT MR. WEI HONG-MING AS AN EXECUTIVE DIRECTOR Mgmt For For AND TO AUTHORIZE THE DIRECTORS TO FIX HIS REMUNERATION 3C TO RE-ELECT MR. HIROMU FUKADA AS AN INDEPENDENT Mgmt For For NON-EXECUTIVE DIRECTOR AND TO AUTHORIZE THE DIRECTORS TO FIX HIS REMUNERATION 3D TO RE-ELECT MR. LEE TIONG-HOCK WHO HAS SERVED THE Mgmt For For COMPANY FOR MORE THAN NINE YEARS AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR AND TO AUTHORIZE THE DIRECTORS TO FIX HIS REMUNERATION 4 TO RE-APPOINT AUDITORS OF THE COMPANY AND AUTHORISE Mgmt For For THE DIRECTORS TO FIX THEIR REMUNERATION: MAZARS CPA LIMITED 5 TO CONSIDER AND APPROVE THE GENERAL MANDATE TO ISSUE Mgmt Against Against SHARES 6 TO CONSIDER AND APPROVE THE GENERAL MANDATE TO BUY Mgmt For For BACK SHARES OF THE COMPANY 7 TO CONSIDER AND APPROVE THAT THE TOTAL NUMBER OF Mgmt For For SHARES WHICH ARE BOUGHT BACK BY THE COMPANY SHALL BE ADDED TO THE TOTAL NUMBER OF SHARES WHICH MAY BE ALLOTED PURSUANT TO THE GENERAL MANDATE FOR ISSUE OF SHARES CMMT 17 APR 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO RECEIPT OF AUDITOR NAME. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- TOTVS SA Agenda Number: 706122760 -------------------------------------------------------------------------------------------------------------------------- Security: P92184103 Meeting Type: EGM Ticker: Meeting Date: 10-Jun-2015 ISIN: BRTOTSACNOR8 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU CMMT PLEASE NOTE THAT COMMON SHAREHOLDERS SUBMITTING A VOTE Non-Voting TO ELECT A MEMBER FROM THE LIST PROVIDED MUST INCLUDE THE CANDIDATES NAME IN THE VOTE INSTRUCTION. HOWEVER WE CANNOT DO THIS THROUGH THE PROXYEDGE PLATFORM. IN ORDER TO SUBMIT A VOTE TO ELECT A CANDIDATE, CLIENTS MUST CONTACT THEIR CSR TO INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM ARE RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOUR OR AGAINST THE DEFAULT COMPANIES CANDIDATE. THANK YOU 1 REGARDING THE ELECTION OF A NEW INDEPENDENT MEMBER OF Mgmt For For THE BOARD OF DIRECTORS, IN ACCORDANCE WITH THE TERMS OF ARTICLE 16, PARAGRAPHS 1 AND 2, OF THE CORPORATE BYLAWS OF THE COMPANY, WITH A TERM IN OFFICE UNTIL THE 2016 ANNUAL GENERAL MEETING, TO REPLACE MR. LUIS CARLOS FERNANDES AFONSO, WHOSE RESIGNATION WAS THE SUBJECT OF A NOTICE OF MATERIAL FACT THAT WAS DATED MARCH 13, 2015. NOTE MEMBER. DANILO FERREIRA DA SILVA -------------------------------------------------------------------------------------------------------------------------- VALE SA, RIO DE JANEIRO Agenda Number: 705938213 -------------------------------------------------------------------------------------------------------------------------- Security: P9661Q148 Meeting Type: EGM Ticker: Meeting Date: 13-May-2015 ISIN: BRVALEACNPA3 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT PLEASE NOTE THAT THE PREFERRED SHAREHOLDERS CAN VOTE Non-Voting ON ITEM 1. THANK YOU. 1 PROPOSAL FOR THE AMENDMENT OF THE CORPORATE BYLAWS OF Mgmt For For VALE, FOR THE PURPOSE OF I. ADJUSTING THE WORDING OF ARTICLE 20 TO CLARIFY THAT THE BOARD OF DIRECTORS WILL DETERMINE THE DUTIES OF THE COMMITTEES, INCLUDING, BUT NOT LIMITED TO, THOSE PROVIDED FOR IN ARTICLE 21, ET SEQ., II. AMENDING LINE II OF ARTICLE 21 TO PROVIDE THAT THE EXECUTIVE DEVELOPMENT COMMITTEE WILL ANALYZE AND ISSUE AN OPINION REGARDING THE PROPOSAL FOR THE DISTRIBUTION OF THE AGGREGATE, ANNUAL COMPENSATION AMOUNT FOR THE MANAGERS AND THE ADEQUACY OF THE COMPENSATION MODEL FOR THE MEMBERS OF THE EXECUTIVE COMMITTEE, III. EXCLUDING THE CURRENT LINE IV FROM ARTICLE 21, WHICH CONCERNS THE ISSUANCE OF AN OPINION REGARDING THE HEALTH AND SAFETY POLICIES, AND INCLUDING A PROVISION THAT IT IS THE RESPONSIBILITY OF THE EXECUTIVE DEVELOPMENT COMMITTEE TO PROVIDE CONTD CONT CONTD SUPPORT IN THE DETERMINATION OF THE TARGETS FOR Non-Voting THE EVALUATION OF THE PERFORMANCE OF THE EXECUTIVE COMMITTEE, IV. INCLUDING A LINE V IN ARTICLE 21 TO PROVIDE THAT IT IS THE RESPONSIBILITY OF THE EXECUTIVE DEVELOPMENT COMMITTEE TO MONITOR THE DEVELOPMENT OF THE EXECUTIVE COMMITTEE SUCCESSION PLAN, V. AMENDING LINE I OF ARTICLE 22 TO REPLACE THE WORDS ISSUING AN OPINION ABOUT WITH THE WORD RECOMMENDING, EXCLUDING THE SECTION THAT STATES PROPOSED ANNUALLY BY THE EXECUTIVE COMMITTEE, VI. EXCLUDING THE CURRENT LINE II FROM ARTICLE 22, WHICH CONCERNS THE ISSUANCE OF AN OPINION REGARDING THE ANNUAL AND MULTIYEAR INVESTMENT BUDGETS OF VALE, VII. AMENDING AND RENUMBERING THE CURRENT LINE III OF ARTICLE 22 TO REPLACE THE WORDS ISSUING AN OPINION ABOUT WITH THE WORD RECOMMENDING, EXCLUDING THE SECTION WITH THE WORDS PROPOSED CONTD CONT CONTD ANNUALLY BY THE EXECUTIVE COMMITTEE, VIII. Non-Voting AMENDING AND RENUMBERING THE CURRENT LINE IV OF ARTICLE 22, REPLACING THE WORDS ISSUING AN OPINION WITH THE WORD RECOMMENDING, EXCLUDING THE ACQUISITIONS OF EQUITY INTERESTS, IX. AMENDING LINE I OF ARTICLE 23, REPLACING THE WORDS ISSUING AN OPINION ABOUT WITH THE WORD EVALUATING, AS WELL AS EXCLUDING THE REFERENCE TO CORPORATE AND FINANCIAL, X. AMENDING LINE II OF ARTICLE 23 TO REPLACE THE WORDS ISSUING AN OPINION ABOUT WITH THE WORD EVALUATING, XI. INCLUDING A LINE III IN ARTICLE 23 TO PROVIDE THAT IT IS THE RESPONSIBILITY OF THE FINANCIAL COMMITTEE TO EVALUATE THE ANNUAL BUDGET AND ANNUAL INVESTMENT PLAN OF VALE, XII. INCLUDING A LINE IV IN ARTICLE 23 TO PROVIDE THAT IT IS THE RESPONSIBILITY OF THE FINANCE COMMITTEE TO EVALUATE THE ANNUAL PLAN FOR RAISING FUNDS AND THE CONTD CONT CONTD RISK EXPOSURE LIMITS OF VALE, XIII. INCLUDING A Non-Voting LINE V IN ARTICLE 23 TO PROVIDE THAT IT IS THE RESPONSIBILITY OF THE FINANCE COMMITTEE TO EVALUATE THE RISK MANAGEMENT PROCESS OF VALE, XIV. INCLUDING A LINE VI IN ARTICLE 23 TO PROVIDE THAT IT IS THE RESPONSIBILITY OF THE FINANCE COMMITTEE TO MONITOR THE FINANCIAL EXECUTION OF THE CAPITAL PROJECTS AND CURRENT BUDGET, XV. TO EXCLUDE LINE I FROM ARTICLE 24, WHICH CONCERNS THE RESPONSIBILITY FOR PROVIDING A NOMINATION TO THE BOARD OF DIRECTORS OF THE PERSON RESPONSIBLE FOR INTERNAL AUDITING, AND RENUMBERING THE OTHER LINES, XVI. INCLUDING A LINE IN ARTICLE 24 TO PROVIDE THAT IT IS THE RESPONSIBILITY OF THE COMPTROLLERSHIP COMMITTEE TO EVALUATE THE PROCEDURES AND PERFORMANCE OF THE INTERNAL AUDITOR, IN REGARD TO BEST PRACTICES, XVII. INCLUDING A LINE IN ARTICLE 24 TO CONTD CONT CONTD PROVIDE THAT IT IS THE RESPONSIBILITY OF THE Non-Voting COMPTROLLERSHIP COMMITTEE TO PROVIDE SUPPORT TO THE BOARD OF DIRECTORS IN THE PROCESS OF CHOOSING AND EVALUATING THE ANNUAL PERFORMANCE OF THE PERSON RESPONSIBLE FOR THE INTERNAL AUDITING OF VALE, XVIII. AMENDING LINE II OF ARTICLE 25 TO REPLACE THE WORDS CODE OF ETHICS WITH THE WORDS CODE OF ETHICS AND CONDUCT, XIX. AMENDING LINE III OF ARTICLE 25 TO PROVIDE THAT IT IS THE RESPONSIBILITY OF THE GOVERNANCE AND SUSTAINABILITY COMMITTEE TO EVALUATE TRANSACTIONS WITH RELATED PARTIES THAT ARE SUBMITTED FOR THE CONSIDERATION OF THE BOARD OF DIRECTORS, AS WELL AS TO ISSUE AN OPINION REGARDING POTENTIAL CONFLICTS OF INTEREST INVOLVING RELATED PARTIES, XX. AMENDING LINE IV OF ARTICLE 25 TO PROVIDE THAT IT IS THE RESPONSIBILITY OF THE GOVERNANCE AND SUSTAINABILITY COMMITTEE TO CONTD CONT CONTD EVALUATE PROPOSALS FOR THE AMENDMENT OF POLICIES Non-Voting THAT ARE NOT WITHIN THE RESPONSIBILITY OF OTHER COMMITTEES, OF THE CORPORATE BYLAWS AND OF THE INTERNAL RULES FOR THE ADVISING COMMITTEES OF VALE, XXI. INCLUDING A LINE 5 IN ARTICLE 25 TO PROVIDE THAT IT IS THE RESPONSIBILITY OF THE GOVERNANCE AND SUSTAINABILITY COMMITTEE TO ANALYZE AND PROPOSE IMPROVEMENTS TO THE VALE SUSTAINABILITY REPORT, XXII. INCLUDING A LINE VI IN ARTICLE 25 TO PROVIDE THAT IT IS THE RESPONSIBILITY OF THE GOVERNANCE AND SUSTAINABILITY COMMITTEE TO EVALUATE THE PERFORMANCE OF VALE WITH RELATION TO THE ASPECTS OF SUSTAINABILITY AND TO PROPOSE IMPROVEMENTS ON THE BASIS OF A LONG TERM STRATEGIC VISION, XXIII. TO INCLUDE A LINE VII IN ARTICLE 25 TO PROVIDE THAT IT IS THE RESPONSIBILITY OF THE GOVERNANCE AND SUSTAINABILITY COMMITTEE TO SUPPORT THE CONTD CONT CONTD BOARD OF DIRECTORS IN THE PROCESS OF CHOOSING Non-Voting THE PERSON RESPONSIBLE FOR THE OFFICE OF THE OMBUDSMAN AT VALE AND EVALUATING HIS OR HER PERFORMANCE, XXIV. INCLUDING A LINE VIII IN ARTICLE 25 TO PROVIDE THAT IT IS THE RESPONSIBILITY OF THE GOVERNANCE AND SUSTAINABILITY COMMITTEE TO SUPPORT THE BOARD OF DIRECTORS IN THE PROCESS OF EVALUATING THE OFFICE OF THE OMBUDSMAN IN DEALING WITH ISSUES INVOLVING THE CHANNEL OF THE OFFICE OF THE OMBUDSMAN AND VIOLATIONS OF THE CODE OF ETHICS AND CONDUCT CMMT 03 APR 2015: PLEASE NOTE THAT VOTES 'IN FAVOR' AND Non-Voting 'AGAINST' IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU CMMT 22 APR 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO ADDITION OF COMMENT AND POSTPONEMENT OF MEETING DATE FROM 17 APR 2015 TO 13 MAY 2015. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- WEICHAI POWER CO LTD Agenda Number: 706171751 -------------------------------------------------------------------------------------------------------------------------- Security: Y9531A109 Meeting Type: CLS Ticker: Meeting Date: 30-Jun-2015 ISIN: CNE1000004L9 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 515/LTN20150515953.pdf AND http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 515/LTN20150515913.pdf 1 TO CONSIDER AND APPROVE THE PAYMENT OF CASH DIVIDENDS Mgmt For For OUT OF THE COMPANY'S RETAINED EARNINGS AS AT 31 DECEMBER 2014 AND THE BONUS SHARES ISSUE BY WAY OF THE CAPITALISATION OF THE COMPANY'S SURPLUS RESERVE AND THE CONSEQUENTIAL AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY CMMT 29 MAY 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO CHANGE IN MEETING TIME FROM 10:00 TO 14:30. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- WEICHAI POWER CO LTD Agenda Number: 706171763 -------------------------------------------------------------------------------------------------------------------------- Security: Y9531A109 Meeting Type: AGM Ticker: Meeting Date: 30-Jun-2015 ISIN: CNE1000004L9 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT 18 MAY 2015: PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting PROXY FORM ARE AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/sehk/2015/0 515/LTN20150515871.pdf AND http://www.hkexnews.hk/listedco/listconews/sehk/2015/0 515/LTN20150515875.pdf 1 TO CONSIDER AND APPROVE THE ANNUAL REPORTS OF THE Mgmt For For COMPANY FOR THE YEAR ENDED 31 DECEMBER 2014 2 TO CONSIDER AND APPROVE THE REPORT OF THE BOARD OF Mgmt For For DIRECTORS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2014 3 TO CONSIDER AND APPROVE THE REPORT OF THE SUPERVISORY Mgmt For For COMMITTEE OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2014 4 TO CONSIDER AND RECEIVE THE AUDITED FINANCIAL Mgmt For For STATEMENTS OF THE COMPANY AND THE AUDITORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2014 5 TO CONSIDER AND APPROVE THE (AS SPECIFIED) (FINAL Mgmt For For FINANCIAL REPORT) OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2014 6 TO CONSIDER AND APPROVE THE (AS SPECIFIED) (FINANCIAL Mgmt For For BUDGET REPORT) OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2015 7 TO CONSIDER AND APPROVE THE RE-APPOINTMENT OF ERNST & Mgmt For For YOUNG HUA MING LLP (AS SPECIFIED) AS THE AUDITORS OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2015 AND TO AUTHORISE THE DIRECTORS TO DETERMINE THEIR REMUNERATION 8 TO CONSIDER AND APPROVE THE RE-APPOINTMENT OF (AS Mgmt For For SPECIFIED) (SHANGDONG HEXIN ACCOUNTANTS LLP) AS THE INTERNAL CONTROL AUDITORS OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2015 9 TO CONSIDER AND APPROVE THE GRANTING OF A MANDATE TO Mgmt For For THE BOARD OF DIRECTORS FOR PAYMENT OF INTERIM DIVIDEND (IF ANY) TO THE SHAREHOLDERS OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2015 10.A TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. TAN Mgmt For For XUGUANG AS A DIRECTOR OF THE COMPANY FOR A TERM OF 3 YEARS FROM THE DATE OF THE AGM TO THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2017 (BOTH DAYS INCLUSIVE) 10.B TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. WANG Mgmt For For YUEPU AS A DIRECTOR OF THE COMPANY FOR A TERM OF 3 YEARS FROM THE DATE OF THE AGM TO THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2017 (BOTH DAYS INCLUSIVE) 10.C TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. YEUNG Mgmt For For SAI HONG AS A DIRECTOR OF THE COMPANY FOR A TERM OF 3 YEARS FROM THE DATE OF THE AGM TO THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2017 (BOTH DAYS INCLUSIVE) 10.D TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. JIANG Mgmt For For KUI AS A DIRECTOR OF THE COMPANY FOR A TERM OF 3 YEARS FROM THE DATE OF THE AGM TO THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2017 (BOTH DAYS INCLUSIVE) 10.E TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. ZHANG Mgmt For For QUAN AS A DIRECTOR OF THE COMPANY FOR A TERM OF 3 YEARS FROM THE DATE OF THE AGM TO THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2017 (BOTH DAYS INCLUSIVE) 10.F TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. XU Mgmt For For XINYU AS A DIRECTOR OF THE COMPANY FOR A TERM OF 3 YEARS FROM THE DATE OF THE AGM TO THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2017 (BOTH DAYS INCLUSIVE) 10.G TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. LI Mgmt For For DAKAI AS A DIRECTOR OF THE COMPANY FOR A TERM OF 3 YEARS FROM THE DATE OF THE AGM TO THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2017 (BOTH DAYS INCLUSIVE) 10.H TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. FANG Mgmt For For HONGWEI AS A DIRECTOR OF THE COMPANY FOR A TERM OF 3 YEARS FROM THE DATE OF THE AGM TO THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2017 (BOTH DAYS INCLUSIVE) 10.I TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. SUN Mgmt For For SHAOJUN AS A DIRECTOR OF THE COMPANY FOR A TERM OF 3 YEARS FROM THE DATE OF THE AGM TO THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2017 (BOTH DAYS INCLUSIVE) 10.J TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. GORDON Mgmt For For RISKE AS A DIRECTOR OF THE COMPANY FOR A TERM OF 3 YEARS FROM THE DATE OF THE AGM TO THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2017 (BOTH DAYS INCLUSIVE) 11.A TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. LOH YIH Mgmt For For AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY FOR A TERM OF 3 YEARS FROM THE DATE OF THE AGM TO THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2017 (BOTH DAYS INCLUSIVE) 11.B TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. ZHANG Mgmt For For ZHENHUA AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY FOR A TERM OF 3 YEARS FROM THE DATE OF THE AGM TO THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2017 (BOTH DAYS INCLUSIVE) 11.C TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. ZHANG Mgmt For For ZHONG AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY FOR A TERM OF 3 YEARS FROM THE DATE OF THE AGM TO THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2017 (BOTH DAYS INCLUSIVE) 11.D TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. WANG Mgmt For For GONGYONG AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY FOR A TERM OF 3 YEARS FROM THE DATE OF THE AGM TO THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2017 (BOTH DAYS INCLUSIVE) 11.E TO CONSIDER AND APPROVE THE RE-ELECTION OF MR. NING Mgmt For For XIANGDONG AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY FOR A TERM OF 3 YEARS FROM THE DATE OF THE AGM TO THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2017 (BOTH DAYS INCLUSIVE) 12.A TO CONSIDER AND APPROVE THE ELECTION OF MR. LU WENWU Mgmt For For AS A SUPERVISOR OF THE COMPANY FOR A TERM OF 3 YEARS FROM THE DATE OF THE AGM TO THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2017 (BOTH DAYS INCLUSIVE) 12.B TO CONSIDER AND APPROVE THE RE-ELECTION OF Ms. JIANG Mgmt For For JIANFANG AS A SUPERVISOR OF THE COMPANY FOR A TERM OF 3 YEARS FROM THE DATE OF THE AGM TO THE CONCLUSION OF THE ANNUAL GENERAL MEETING OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2017 (BOTH DAYS INCLUSIVE) 13 TO CONSIDER AND APPROVE THE PAYMENT OF CASH DIVIDENDS Mgmt For For OUT OF THE COMPANY'S RETAINED EARNINGS AS AT 31 DECEMBER 2014 AND THE BONUS SHARES ISSUE BY THE CAPITALISATION OF THE SURPLUS RESERVE OF THE COMPANY AND THE CONSEQUENTIAL AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY 14 TO CONSIDER AND APPROVE THE AMENDMENTS TO THE ARTICLES Mgmt For For OF ASSOCIATION OF THE COMPANY IN RESPECT OF THE SCOPE OF BUSINESS OF THE COMPANY AS SET OUT IN THE NOTICE CONVENING THE AGM 15 TO CONSIDER AND APPROVE THE GRANTING OF A GENERAL Mgmt Against Against MANDATE TO THE BOARD OF DIRECTORS TO ISSUE, AMONGST OTHER THINGS, NEW H SHARES CMMT 18 MAY 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO MODIFICATION OF THE URL LINKS IN THE COMMENT AND RECEIPT OF ACTUAL 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. TFGT Global Real Estate Fund -------------------------------------------------------------------------------------------------------------------------- AEON MALL CO.,LTD. Agenda Number: 706108176 -------------------------------------------------------------------------------------------------------------------------- Security: J10005106 Meeting Type: AGM Ticker: Meeting Date: 21-May-2015 ISIN: JP3131430005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Amend Articles to: Expand Business Lines Mgmt For For 2.1 Appoint a Director Murakami, Noriyuki Mgmt For For 2.2 Appoint a Director Yoshida, Akio Mgmt For For 2.3 Appoint a Director Iwamoto, Kaoru Mgmt For For 2.4 Appoint a Director Chiba, Seiichi Mgmt For For 2.5 Appoint a Director Umeda, Yoshiharu Mgmt For For 2.6 Appoint a Director Okada, Motoya Mgmt For For 2.7 Appoint a Director Mishima, Akio Mgmt For For 2.8 Appoint a Director Tamai, Mitsugu Mgmt For For 2.9 Appoint a Director Fujiki, Mitsuhiro Mgmt For For 2.10 Appoint a Director Taira, Mami Mgmt For For 2.11 Appoint a Director Kawabata, Masao Mgmt For For 3.1 Appoint a Corporate Auditor Suzuki, Junichi Mgmt For For 3.2 Appoint a Corporate Auditor Hiramatsu, Yotoku Mgmt For For 3.3 Appoint a Corporate Auditor Ichige, Yumiko Mgmt For For 3.4 Appoint a Corporate Auditor Fukuda, Makoto Mgmt For For -------------------------------------------------------------------------------------------------------------------------- ALSTRIA OFFICE REIT-AKTIENGESELLSCHAFT, HAMBURG Agenda Number: 705913615 -------------------------------------------------------------------------------------------------------------------------- Security: D0378R100 Meeting Type: AGM Ticker: Meeting Date: 06-May-2015 ISIN: DE000A0LD2U1 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS Non-Voting OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING Non-Voting IS 15 APR 2015 , WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU. COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 21 APR 2015. Non-Voting FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY'S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE. 1. RECEIVE FINANCIAL STATEMENTS AND STATUTORY REPORTS FOR Non-Voting FISCAL 2014 2. APPROVE ALLOCATION OF INCOME AND DIVIDENDS OF EUR 0.50 Mgmt For For PER SHARE 3. APPROVE DISCHARGE OF MANAGEMENT BOARD FOR FISCAL 2014 Mgmt For For 4. APPROVE DISCHARGE OF SUPERVISORY BOARD FOR FISCAL 2014 Mgmt For For 5. RATIFY DELOITTE TOUCHE GMBH AS AUDITORS FOR FISCAL Mgmt For For 2015 6.1 REELECT JOHANNES CONRADI TO THE SUPERVISORY BOARD Mgmt For For 6.2 REELECT BENOIT HERAULT TO THE SUPERVISORY BOARD Mgmt For For 6.3 REELECT RICHARD MULLY TO THE SUPERVISORY BOARD Mgmt For For 6.4 REELECT MARIANNE VOIGT TO THE SUPERVISORY BOARD Mgmt For For 7. APPROVE REMUNERATION OF SUPERVISORY BOARD Mgmt For For 8.1 APPROVE CREATION OF EUR 39.5 MILLION POOL OF CAPITAL Mgmt For For WITH PREEMPTIVE RIGHTS 8.2 EXCLUDE PREEMPTIVE RIGHTS UP TO 5 PERCENT OF SHARE Mgmt For For CAPITAL AGAINST CONTRIBUTIONS IN CASH FOR THE CAPITAL POOL PROPOSED UNDER ITEM 8.1 8.3 EXCLUDE PREEMPTIVE RIGHTS UP TO 5 PERCENT OF SHARE Mgmt For For CAPITAL AGAINST CONTRIBUTIONS IN CASH OR IN KIND FOR THE CAPITAL POOL PROPOSED UNDER ITEM 8.1 9. APPROVE ISSUANCE OF CONVERTIBLE PROFIT-SHARING Mgmt For For CERTIFICATES WITHOUT PREEMPTIVE RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF EUR 500,000 TO EMPLOYEES OF THE COMPANY OR SUBSIDIARIES APPROVE CREATION OF EUR 500,000 POOL OF CAPITAL TO GUARANTEE CONVERSION RIGHTS -------------------------------------------------------------------------------------------------------------------------- ALTAREA, PARIS Agenda Number: 706083502 -------------------------------------------------------------------------------------------------------------------------- Security: F0261X121 Meeting Type: MIX Ticker: Meeting Date: 05-Jun-2015 ISIN: FR0000033219 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID Non-Voting VOTE OPTIONS ARE "FOR" AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE. CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD Non-Voting 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 15 MAY 2015: PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2015/0427/20 1504271501347.pdf. THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK: http://www.journal-officiel.gouv.fr//pdf/2015/0515/201 505151501882.pdf. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. O.1 REVIEW AND APPROVAL OF THE ANNUAL CORPORATE FINANCIAL Mgmt For For STATEMENTS FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2014 O.2 ALLOCATION OF INCOME Mgmt For For O.3 REVIEW AND APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For STATEMENTS FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2014 O.4 REVIEW AND APPROVAL OF THE AGREEMENTS PURSUANT TO Mgmt For For ARTICLE L.226-10 OF THE COMMERCIAL CODE PREVIOUSLY AUTHORIZED BY THE BOARD O.5 RENEWAL OF TERM OF MR. DOMINIQUE RONGIER AS Mgmt For For SUPERVISORY BOARD MEMBER O.6 RENEWAL OF TERM OF THE COMPANY ATI AS SUPERVISORY Mgmt For For BOARD MEMBER O.7 AUTHORIZATION TO BE GRANTED TO THE EXECUTIVE BOARD FOR Mgmt For For AN 18-MONTH PERIOD TO ALLOW THE COMPANY TO PURCHASE ITS OWN SHARES FOR A MAXIMUM PRICE OF TWO HUNDRED FIFTY EUROS AND A MAXIMUM AMOUNT OF ONE HUNDRED MILLION EUROS E.8 AUTHORIZATION TO BE GRANTED TO THE EXECUTIVE BOARD FOR Mgmt For For A 26-MONTH PERIOD TO CANCEL SHARES HELD BY THE COMPANY FOLLOWING THE REPURCHASE OF ITS OWN SHARES E.9 DELEGATION OF AUTHORITY TO BE GRANTED TO THE EXECUTIVE Mgmt For For BOARD FOR A 26-MONTH PERIOD TO DECIDE TO ISSUE COMMON SHARES AND/OR EQUITY SECURITIES ENTITLING TO OTHER EQUITY SECURITIES OR ENTITLING TO THE ALLOTMENT OF DEBT SECURITIES AND/OR SECURITIES ENTITLING TO ISSUABLE EQUITY SECURITIES OF THE COMPANY OR AN AFFILIATED COMPANY WHILE MAINTAINING SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS E.10 DELEGATION OF AUTHORITY TO BE GRANTED TO THE EXECUTIVE Mgmt For For BOARD FOR A 26-MONTH PERIOD TO DECIDE TO ISSUE COMMON SHARES AND/OR EQUITY SECURITIES ENTITLING TO OTHER EQUITY SECURITIES OR ENTITLING TO THE ALLOTMENT OF DEBT SECURITIES AND/OR SECURITIES ENTITLING TO ISSUABLE EQUITY SECURITIES OF THE COMPANY OR AN AFFILIATED COMPANY WITH CANCELLATION OF SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS VIA PUBLIC OFFERING E.11 DELEGATION OF AUTHORITY TO BE GRANTED TO THE EXECUTIVE Mgmt For For BOARD FOR A 26-MONTH PERIOD TO DECIDE TO ISSUE COMMON SHARES AND/OR EQUITY SECURITIES ENTITLING TO OTHER EQUITY SECURITIES OR ENTITLING TO THE ALLOTMENT OF DEBT SECURITIES AND/OR SECURITIES ENTITLING TO ISSUABLE EQUITY SECURITIES VIA PRIVATE PLACEMENT E.12 AUTHORIZATION TO BE GRANTED TO THE EXECUTIVE BOARD FOR Mgmt For For A 26-MONTH PERIOD TO SET THE ISSUE PRICE ACCORDING TO THE TERMS ESTABLISHED BY THE GENERAL MEETING UP TO 10% OF CAPITAL OF THE COMPANY PER YEAR, IN CASE OF ISSUANCE OF SHARES OR SECURITIES GIVING ACCESS TO CAPITAL WITH CANCELLATION OF SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS E.13 DELEGATION OF AUTHORITY TO BE GRANTED TO THE EXECUTIVE Mgmt For For BOARD FOR A 26-MONTH PERIOD TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED, IN CASE OF CAPITAL INCREASE WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS AS PART OF OVER-ALLOTMENT OPTIONS E.14 DELEGATION OF POWERS TO BE GRANTED TO THE EXECUTIVE Mgmt For For BOARD FOR A 26-MONTH PERIOD TO ISSUE SHARES, IN CONSIDERATION FOR IN-KIND CONTRIBUTIONS OF EQUITY SECURITIES OR SECURITIES GIVING ACCESS TO CAPITAL UP TO 10% OF THE SHARE CAPITAL WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS E.15 DELEGATION OF AUTHORITY TO BE GRANTED TO THE EXECUTIVE Mgmt For For BOARD FOR A 18-MONTH PERIOD TO ISSUE COMMON SHARES AND/OR EQUITY SECURITIES ENTITLING TO OTHER EQUITY SECURITIES OR ENTITLING TO THE ALLOTMENT OF DEBT SECURITIES AND/OR SECURITIES ENTITLING TO ISSUABLE EQUITY SECURITIES OF THE COMPANY WITH CANCELLATION OF SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOR OF CATEGORIES OF BENEFICIARIES E.16 DELEGATION OF AUTHORITY TO BE GRANTED TO THE EXECUTIVE Mgmt For For BOARD FOR A 26-MONTH PERIOD TO ISSUE COMMON SHARES OF THE COMPANY AND/OR EQUITY SECURITIES ENTITLING TO OTHER EQUITY SECURITIES OR ENTITLING TO THE ALLOTMENT OF DEBT SECURITIES, IN CONSIDERATION FOR SECURITIES TENDERED IN A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY E.17 SETTING AN OVERALL CAP ON DELEGATIONS OF AUTHORITY AND Mgmt For For POWERS OF A MAXIMUM NOMINAL AMOUNT OF ONE NINETY-FIVE MILLION EUROS FOR CAPITAL INCREASES THROUGH THE ISSUANCE OF SHARES OR SECURITIES GIVING ACCESS TO CAPITAL, AND THREE HUNDRED MILLION EUROS FOR ISSUANCES OF SECURITIES GIVING ACCESS TO CAPITAL OR ENTITLING TO A DEBT SECURITIES E.18 DELEGATION OF AUTHORITY GRANTED TO THE EXECUTIVE BOARD Mgmt For For FOR A 26-MONTH PERIOD TO INCREASE CAPITAL BY INCORPORATION OF RESERVES, PROFITS OR PREMIUMS FOR A MAXIMUM AMOUNT OF NINETY-FIVE MILLION EUROS E.19 DELEGATION OF AUTHORITY TO BE GRANTED TO THE EXECUTIVE Mgmt For For BOARD FOR A 26-MONTH PERIOD TO ISSUE SHARES AND/OR EQUITY SECURITIES ENTITLING TO OTHER EQUITY SECURITIES OR ENTITLING TO THE ALLOTMENT OF DEBT SECURITIES AND/OR SECURITIES GIVING ACCESS TO CAPITAL OF THE COMPANY FOR A MAXIMUM AMOUNT OF TEN MILLION EUROS WITH CANCELLATION OF SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOR OF MEMBERS OF COMPANY SAVINGS PLAN(S) OF THE GROUP E.20 AUTHORIZATION TO BE GRANTED TO THE EXECUTIVE BOARD FOR Mgmt For For A 38-MONTH PERIOD TO ALLOCATE FREE OF CHARGE A MAXIMUM NUMBER OF THREE HUNDRED FIFTY THOUSAND SHARES TO BE ISSUED WITH CANCELLATION OF SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS OR EXISTING SHARES RESERVED FOR CORPORATE OFFICERS OR EMPLOYEES OF THE COMPANY OR AFFILIATED COMPANIES E.21 AUTHORIZATION TO BE GRANTED TO THE EXECUTIVE BOARD FOR Mgmt For For A 38-MONTH PERIOD TO GRANT SHARE PURCHASE OPTIONS TO EMPLOYEES AND/OR OFFICERS OF THE COMPANY OR AFFILIATED COMPANIES, BEING DEDUCTED FROM THE LIMITED AMOUNT OF FREE SHARE ALLOTMENT E.22 AUTHORIZATION TO BE GRANTED TO THE EXECUTIVE BOARD FOR Mgmt For For A 38-MONTH PERIOD TO GRANT SHARE SUBSCRIPTION OPTIONS TO EMPLOYEES AND/OR OFFICERS OF THE COMPANY OR AFFILIATED COMPANIES, BEING DEDUCTED FROM THE LIMITED AMOUNT OF FREE SHARE ALLOTMENT WITH CANCELLATION OF SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS E.23 AUTHORIZATION TO BE GRANTED TO THE EXECUTIVE BOARD FOR Mgmt For For A 18-MONTH PERIOD TO ISSUE SHARE SUBSCRIPTION WARRANTS (BSA), EXISTING AND/OR NEW SHARES SUBSCRIPTION AND/OR PURCHASE WARRANTS (BSAANE) AND/OR REDEEMABLE EXISTING AND/OR NEW SHARES SUBSCRIPTION AND/OR PURCHASE WARRANTS (BSAAR) WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS IN FAVOR OF A CATEGORY OF DESIGNATED BENEFICIARIES E.24 DECISION FOLLOWING THE INTRODUCTION OF DOUBLE VOTING Mgmt For For RIGHTS BY LAW NO. 2014-384 OF MARCH 29, 2014 TO RECONQUER REAL ECONOMY-EXERCISING THE WAIVER STATUTORY POWER-AMENDMENT TO ARTICLE 28.3 OF THE BYLAWS E.25 AMENDMENT TO ARTICLE 28.2 OF THE BYLAWS. COMPLIANCE Mgmt For For WITH THE PROVISIONS OF ARTICLE R.225-85 OF THE COMMERCIAL CODE AMENDED BY DECREE NO. 2014-1466 OF DECEMBER 8, 2014 E.26 AMENDMENT TO ARTICLE 13.6 OF THE BYLAWS REGARDING THE Mgmt For For AGE LIMIT OF EXECUTIVE MANAGERS OF LEGAL ENTITIES E.27 POWERS TO CARRY OUT ALL LEGAL FORMALITIES Mgmt For For -------------------------------------------------------------------------------------------------------------------------- ATRIUM EUROPEAN REAL ESTATE LIMITED, ST HELIER Agenda Number: 706142700 -------------------------------------------------------------------------------------------------------------------------- Security: G0621C113 Meeting Type: AGM Ticker: Meeting Date: 27-May-2015 ISIN: JE00B3DCF752 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 THAT THE ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED 31 Mgmt For For DECEMBER 2014 AND THE REPORT OF THE DIRECTORS AND AUDITORS THEREON BE AND ARE HEREBY RECEIVED 2 THAT KPMG CHANNEL ISLANDS LIMITED BE AND ARE HEREBY Mgmt For For RE-APPOINTED AS THE COMPANY'S AUDITORS 3 THAT THE DIRECTORS BE AND ARE HEREBY AUTHORISED TO Mgmt For For AGREE THE AUDITORS' REMUNERATION 4 THAT THE COMPANY BE AND IS HEREBY GENERALLY AND Mgmt For For UNCONDITIONALLY AUTHORISED IN ACCORDANCE WITH THE COMPANIES (JERSEY) LAW 1991, AS AMENDED, TO MAKE PURCHASES ON A STOCK EXCHANGE OF ITS SHARES (EITHER FOR RETENTION AS TREASURY SHARES FOR RESALE OR TRANSFER, OR FOR CANCELLATION), PROVIDED THAT: (A) THE MAXIMUM NUMBER OF SHARES AUTHORISED TO BE PURCHASED IS 50,000,000 SHARES IN THE CAPITAL OF THE COMPANY; (B) THE MINIMUM PRICE (EXCLUSIVE OF EXPENSES) WHICH MAY BE PAID FOR A SHARE SHALL BE EUR 0.01; (C) THE MAXIMUM PRICE (EXCLUSIVE OF EXPENSES) WHICH MAY BE PAID FOR A SHARE IS, IN RESPECT OF A SHARE CONTRACTED TO BE PURCHASED ON ANY DAY, THE HIGHER OF: (I) AN AMOUNT EQUAL TO 110% OF THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR A SHARE ON THE RELEVANT MARKET ON WHICH THE SHARES ARE PURCHASED FOR THE FIVE BUSINESS DAYS CONTD CONT CONTD IMMEDIATELY PRECEDING THE DATE ON WHICH THE Non-Voting SHARE IS CONTRACTED TO BE PURCHASED; AND (II) AN AMOUNT EQUAL TO THE HIGHER OF THE PRICE OF THE LAST INDEPENDENT TRADE OF A SHARE AND THE HIGHEST CURRENT INDEPENDENT BID FOR A SHARE ON THE RELEVANT MARKET ON WHICH THE SHARES ARE PURCHASED AT THE TIME OF PURCHASE; (D) THE AUTHORITY HEREBY CONFERRED SHALL EXPIRE AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY FOLLOWING THE PASSING OF THIS RESOLUTION, UNLESS SUCH AUTHORITY IS VARIED, REVOKED OR RENEWED PRIOR TO SUCH TIME BY A SPECIAL RESOLUTION OF THE COMPANY IN A GENERAL MEETING, AND IN ANY EVENT SHALL EXPIRE NO LATER THAN 27 NOVEMBER 2016; AND (E) THE COMPANY MAY CONCLUDE A CONTRACT TO PURCHASE SHARES UNDER THE AUTHORITY HEREBY CONFERRED PRIOR TO THE EXPIRY OF SUCH AUTHORITY WHICH WILL OR MAY BE CONTD CONT CONTD COMPLETED WHOLLY OR PARTLY AFTER SUCH EXPIRY, Non-Voting AND MAY MAKE A PURCHASE OF SHARES IN PURSUANCE OF ANY SUCH CONTRACT AS IF THE AUTHORITY HEREBY CONFERRED HAD NOT EXPIRED. IN THIS SPECIAL RESOLUTION A REFERENCE TO A SHARE SHALL MEAN AN ORDINARY SHARE IN THE CAPITAL OF THE COMPANY 5 THAT THE DIRECTORS BE GENERALLY AND UNCONDITIONALLY Mgmt Abstain Against AUTHORISED TO ISSUE SHARES AND/OR SECURITIES CONVERTIBLE INTO SHARES ("CONVERTIBLE SECURITIES"), PROVIDED THAT (1) THE SHARES SO ISSUED AND (2) THE SHARES THAT WOULD BE ISSUED FOLLOWING THE CONVERSION OF ANY SUCH CONVERTIBLE SECURITIES DO NOT EXCEED AN AGGREGATE OF 75 MILLION SHARES, TO SUCH PERSONS AT SUCH TIMES AND GENERALLY ON SUCH TERMS AND CONDITIONS AS THEY THINK FIT FOR A PERIOD EXPIRING AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY FOLLOWING THE PASSING OF THIS RESOLUTION, UNLESS THIS AUTHORITY IS VARIED, REVOKED OR RENEWED PRIOR TO SUCH TIME BY A SPECIAL RESOLUTION OF THE COMPANY IN A GENERAL MEETING, AND IN ANY EVENT THIS AUTHORITY SHALL EXPIRE NO LATER THAN 27 NOVEMBER 2016, AND TO MAKE AN OFFER OR AGREEMENT PURSUANT TO THIS AUTHORITY CONTD CONT CONTD PRIOR TO THE EXPIRY OF THIS AUTHORITY WHICH Non-Voting WOULD OR MIGHT REQUIRE SHARES AND/OR CONVERTIBLE SECURITIES TO BE ISSUED AFTER THE EXPIRY OF THIS AUTHORITY AND THE DIRECTORS MAY ISSUE SHARES AND/OR CONVERTIBLE SECURITIES PURSUANT TO THAT OFFER OR AGREEMENT AS IF THE AUTHORITY HEREBY CONFERRED HAD NOT EXPIRED. IN THIS SPECIAL RESOLUTION A REFERENCE TO A SHARE SHALL MEAN AN ORDINARY SHARE IN THE CAPITAL OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- AUSTRALIAN INDUSTRIAL REIT, SYDNEY NSW Agenda Number: 706157989 -------------------------------------------------------------------------------------------------------------------------- Security: Q10208140 Meeting Type: OGM Ticker: Meeting Date: 25-May-2015 ISIN: AU000000ANI9 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID Non-Voting 473272 DUE TO CHANGE IN VOTING STATUS OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. CMMT THE NOTICE OF MEETING ISSUED BY 360 CAPITAL INVESTMENT Non-Voting MANAGEMENT LIMITED BEING THE UNITHOLDER WHO HAS CALLED THE MEETING STATES THAT THE CHAIRMAN OF THE MEETING WILL BE APPOINTED AT THE MEETING. THE INDEPENDENT DIRECTORS OF FIFE CAPITAL FUNDS LIMITED AS RESPONSIBLE ENTITY FOR ANI HAS RECOMMENDED THAT UNITHOLDERS VOTE AGAINST THE RESOLUTIONS BEING PUT TO THE MEETING, AND THAT ROD PEARSE, OAM THE INDEPENDENT CHAIRMAN OF THE RESPONSIBLE ENTITY WILL VOTE ALL UNMARKED PROXIES RECEIVED 'AGAINST' THE RESOLUTIONS. PLEASE REFER TO THE EXPLANATORY STATEMENT IN RESPONSE TO THE NOTICE OF MEETING LODGED WITH THE ASX ON 4 MAY 2015 1 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr For Against PROPOSAL: TO REMOVE FIFE CAPITAL FUNDS LIMITED AS THE RESPONSIBLE ENTITY OF ANI 2 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr For Against PROPOSAL: TO APPOINT 360 CAPITAL ANI MANAGEMENT LIMITED (360 CAML) AS THE NEW RESPONSIBLE ENTITY OF ANI -------------------------------------------------------------------------------------------------------------------------- AVALONBAY COMMUNITIES, INC. Agenda Number: 934185073 -------------------------------------------------------------------------------------------------------------------------- Security: 053484101 Meeting Type: Annual Ticker: AVB Meeting Date: 21-May-2015 ISIN: US0534841012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR GLYN F. AEPPEL Mgmt For For TERRY S. BROWN Mgmt For For ALAN B. BUCKELEW Mgmt For For RONALD L. HAVNER, JR. Mgmt For For JOHN J. HEALY, JR. Mgmt For For TIMOTHY J. NAUGHTON Mgmt For For LANCE R. PRIMIS Mgmt For For PETER S. RUMMELL Mgmt For For H. JAY SARLES Mgmt For For W. EDWARD WALTER Mgmt For For 2. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE Mgmt For For COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2015. 3. TO ADOPT A RESOLUTION APPROVING, ON A NON-BINDING Mgmt For For ADVISORY BASIS, THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT TO ITEM 402 OF REGULATION S-K, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND NARRATIVE DISCUSSION SET FORTH IN THE PROXY STATEMENT 4. TO ADOPT A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED Shr For Against AT THE MEETING, THAT THE BOARD OF DIRECTORS ADOPT, AND PRESENT FOR STOCKHOLDER APPROVAL, A "PROXY ACCESS" BYLAW. 5. TO ADOPT A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED Shr For Against AT THE MEETING, THAT THE BOARD OF DIRECTORS ADOPT A POLICY ADDRESSING THE SEPARATION OF THE ROLES OF CEO AND CHAIRMAN. -------------------------------------------------------------------------------------------------------------------------- BLUEROCK RESIDENTIAL GROWTH REIT, INC. Agenda Number: 934192321 -------------------------------------------------------------------------------------------------------------------------- Security: 09627J102 Meeting Type: Annual Ticker: BRG Meeting Date: 28-May-2015 ISIN: US09627J1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR R. RAMIN KAMFAR Mgmt For For GARY T. KACHADURIAN Mgmt For For BRIAN D. BAILEY Mgmt For For I. BOBBY MAJUMDER Mgmt For For ROMANO TIO Mgmt For For 2. THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE Mgmt For For 2014 EQUITY INCENTIVE PLAN FOR INDIVIDUALS AND THE 2014 EQUITY INCENTIVE PLAN FOR ENTITIES. 3. THE RATIFICATION OF BDO USA, LLP AS THE INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- BOSTON PROPERTIES, INC. Agenda Number: 934172709 -------------------------------------------------------------------------------------------------------------------------- Security: 101121101 Meeting Type: Annual Ticker: BXP Meeting Date: 19-May-2015 ISIN: US1011211018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: CAROL B. EINIGER Mgmt For For 1B. ELECTION OF DIRECTOR: JACOB A. FRENKEL Mgmt For For 1C. ELECTION OF DIRECTOR: JOEL I. KLEIN Mgmt For For 1D. ELECTION OF DIRECTOR: DOUGLAS T. LINDE Mgmt For For 1E. ELECTION OF DIRECTOR: MATTHEW J. LUSTIG Mgmt For For 1F. ELECTION OF DIRECTOR: ALAN J. PATRICOF Mgmt For For 1G. ELECTION OF DIRECTOR: IVAN G. SEIDENBERG Mgmt For For 1H. ELECTION OF DIRECTOR: OWEN D. THOMAS Mgmt For For 1I. ELECTION OF DIRECTOR: MARTIN TURCHIN Mgmt For For 1J. ELECTION OF DIRECTOR: DAVID A. TWARDOCK Mgmt For For 1K. ELECTION OF DIRECTOR: MORTIMER B. ZUCKERMAN Mgmt For For 2. TO APPROVE, BY NON-BINDING RESOLUTION, THE COMPANY'S Mgmt For For NAMED EXECUTIVE OFFICER COMPENSATION. 3. TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4. STOCKHOLDER PROPOSAL CONCERNING AN INDEPENDENT BOARD Shr For Against CHAIRMAN, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. 5. STOCKHOLDER PROPOSAL CONCERNING THE ADOPTION OF PROXY Shr For Against ACCESS, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. 6. STOCKHOLDER PROPOSAL CONCERNING A POLICY REGARDING Shr For Against ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. -------------------------------------------------------------------------------------------------------------------------- CHATHAM LODGING TRUST Agenda Number: 934208679 -------------------------------------------------------------------------------------------------------------------------- Security: 16208T102 Meeting Type: Annual Ticker: CLDT Meeting Date: 21-May-2015 ISIN: US16208T1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR C. GERALD GOLDSMITH Mgmt For For ROLF E. RUHFUS Mgmt For For JOEL F. ZEMANS Mgmt For For 2. RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED Mgmt For For PUBLIC ACCOUNTANTS. 3. APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE Mgmt For For COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- CITYCON OYJ, HELSINKI Agenda Number: 706199292 -------------------------------------------------------------------------------------------------------------------------- Security: X1422T116 Meeting Type: EGM Ticker: Meeting Date: 15-Jun-2015 ISIN: FI0009002471 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER Non-Voting INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED CMMT A POA IS NEEDED TO APPOINT OWN REPRESENTATIVE BUT IS Non-Voting NOT NEEDED IF A FINNISH SUB/BANK IS APPOINTED EXCEPT IF THE SHAREHOLDER IS FINNISH THEN A POA WOULD STILL BE REQUIRED. 1 OPENING OF THE MEETING Non-Voting 2 CALLING THE MEETING TO ORDER Non-Voting 3 ELECTION OF PERSONS TO SCRUTINIZE THE MINUTES AND TO Non-Voting SUPERVISE THE COUNTING OF VOTES 4 RECORDING THE LEGALITY OF THE MEETING Non-Voting 5 RECORDING THE ATTENDANCE AT THE MEETING AND ADOPTION Non-Voting OF THE LIST OF VOTES 6 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO DECIDE ON Mgmt For For ISSUANCE OF SHARES 7 AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE Mgmt For For ISSUANCE OF SHARES AS WELL AS THE ISSUANCE OF SPECIAL RIGHTS ENTITLING TO SHARES 8 CLOSING OF THE MEETING Non-Voting -------------------------------------------------------------------------------------------------------------------------- CROMBIE REAL ESTATE INVESTMENT TRUST, STELLARTON Agenda Number: 705955055 -------------------------------------------------------------------------------------------------------------------------- Security: 227107109 Meeting Type: AGM Ticker: Meeting Date: 14-May-2015 ISIN: CA2271071094 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting FAVOR' OR 'AGAINST' ONLY FOR RESOLUTIONS "3 AND 4" AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS "1.1 TO 1.7 AND 2". THANK YOU. 1.1 ELECTION OF DIRECTOR: DONALD E. CLOW Mgmt For For 1.2 ELECTION OF DIRECTOR: JOHN C. EBY Mgmt For For 1.3 ELECTION OF DIRECTOR: E. JOHN LATIMER Mgmt For For 1.4 ELECTION OF DIRECTOR: BRIAN A. JOHNSON Mgmt For For 1.5 ELECTION OF DIRECTOR: J. MICHAEL KNOWLTON Mgmt For For 1.6 ELECTION OF DIRECTOR: ELIZABETH STROBACK Mgmt For For 1.7 ELECTION OF DIRECTOR: BARBARA PALK Mgmt For For 2 APPOINTMENT OF GRANT THORNTON LLP AS AUDITORS Mgmt For For 3 APPROVAL FOR THE AUTHORIZATION OF THE TRUSTEES TO FIX Mgmt For For THE REMUNERATION OF THE AUDITORS 4 APPROVAL OF AN ADVISORY RESOLUTION ON EXECUTIVE Mgmt For For COMPENSATION CMMT 03 APR 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO MODIFICATION OF THE TEXT OF RESOLUTION 1.6. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- DIGITAL REALTY TRUST, INC. Agenda Number: 934155777 -------------------------------------------------------------------------------------------------------------------------- Security: 253868103 Meeting Type: Annual Ticker: DLR Meeting Date: 11-May-2015 ISIN: US2538681030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: DENNIS E. SINGLETON Mgmt For For 1B ELECTION OF DIRECTOR: LAURENCE A. CHAPMAN Mgmt For For 1C ELECTION OF DIRECTOR: KATHLEEN EARLEY Mgmt For For 1D ELECTION OF DIRECTOR: KEVIN J. KENNEDY Mgmt For For 1E ELECTION OF DIRECTOR: WILLIAM G. LAPERCH Mgmt For For 1F ELECTION OF DIRECTOR: A. WILLIAM STEIN Mgmt For For 1G ELECTION OF DIRECTOR: ROBERT H. ZERBST Mgmt For For 2. TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3. TO APPROVE THE DIGITAL REALTY TRUST, INC. 2015 Mgmt For For EMPLOYEE STOCK PURCHASE PLAN. 4. TO ADOPT A RESOLUTION TO APPROVE, ON A NON-BINDING, Mgmt For For ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS MORE FULLY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. -------------------------------------------------------------------------------------------------------------------------- DOUGLAS EMMETT, INC. Agenda Number: 934187798 -------------------------------------------------------------------------------------------------------------------------- Security: 25960P109 Meeting Type: Annual Ticker: DEI Meeting Date: 28-May-2015 ISIN: US25960P1093 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR DAN A. EMMETT Mgmt For For JORDAN L. KAPLAN Mgmt For For KENNETH M. PANZER Mgmt For For CHRISTOPHER H. ANDERSON Mgmt For For LESLIE E. BIDER Mgmt For For DR. DAVID T. FEINBERG Mgmt For For THOMAS E. O'HERN Mgmt For For WILLIAM E. SIMON, JR. Mgmt For For VIRGINIA MCFERRAN Mgmt For For 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3. TO APPROVE, IN A NON-BINDING ADVISORY VOTE, OUR Mgmt For For EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- DREAM OFFICE REAL ESTATE INVESTMENT TRUST, ETOBICO Agenda Number: 705918994 -------------------------------------------------------------------------------------------------------------------------- Security: 26153P104 Meeting Type: AGM Ticker: Meeting Date: 07-May-2015 ISIN: CA26153P1045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting FAVOR' OR 'ABSTAIN' FOR ALL RESOLUTIONS. THANK YOU. 1.1 ELECTION OF TRUSTEE: DETLEF BIERBAUM Mgmt For For 1.2 ELECTION OF TRUSTEE: DONALD CHARTER Mgmt For For 1.3 ELECTION OF TRUSTEE: MICHAEL J. COOPER Mgmt For For 1.4 ELECTION OF TRUSTEE: JOANNE FERSTMAN Mgmt For For 1.5 ELECTION OF TRUSTEE: ROBERT GOODALL Mgmt For For 1.6 ELECTION OF TRUSTEE: DUNCAN JACKMAN Mgmt For For 1.7 ELECTION OF TRUSTEE: KARINE MACINDOE Mgmt For For 2 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE Mgmt For For AUDITOR OF THE TRUST AND ITS SUBSIDIARIES AND AUTHORIZING THE TRUSTEES OF THE TRUST TO FIX THE REMUNERATION OF THE AUDITOR CMMT 27 MAR 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO MODIFICATION OF THE TEXT OF RESOLUTION 1.7. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- EPR PROPERTIES Agenda Number: 934153622 -------------------------------------------------------------------------------------------------------------------------- Security: 26884U109 Meeting Type: Annual Ticker: EPR Meeting Date: 13-May-2015 ISIN: US26884U1097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR JACK A. NEWMAN, JR.@ Mgmt For For THOMAS M. BLOCH@ Mgmt For For GREGORY K. SILVERS# Mgmt For For 2. PROPOSAL TO APPROVE, ON A NON-BINDING ADVISORY BASIS, Mgmt For For THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THESE PROXY MATERIALS. 3. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------------------------------------------------- EQUITY RESIDENTIAL Agenda Number: 934198309 -------------------------------------------------------------------------------------------------------------------------- Security: 29476L107 Meeting Type: Annual Ticker: EQR Meeting Date: 24-Jun-2015 ISIN: US29476L1070 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR JOHN W. ALEXANDER Mgmt For For CHARLES L. ATWOOD Mgmt For For LINDA WALKER BYNOE Mgmt For For MARY KAY HABEN Mgmt For For BRADLEY A. KEYWELL Mgmt For For JOHN E. NEAL Mgmt For For DAVID J. NEITHERCUT Mgmt For For MARK S. SHAPIRO Mgmt For For GERALD A. SPECTOR Mgmt For For STEPHEN E. STERRETT Mgmt For For B. JOSEPH WHITE Mgmt For For SAMUEL ZELL Mgmt For For 2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS Mgmt For For THE COMPANY'S INDEPENDENT AUDITOR FOR 2015. 3. APPROVAL OF EXECUTIVE COMPENSATION. Mgmt For For 4. SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS. Shr For Against -------------------------------------------------------------------------------------------------------------------------- ESSEX PROPERTY TRUST, INC. Agenda Number: 934145257 -------------------------------------------------------------------------------------------------------------------------- Security: 297178105 Meeting Type: Annual Ticker: ESS Meeting Date: 19-May-2015 ISIN: US2971781057 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR DAVID W. BRADY Mgmt For For KEITH R. GUERICKE Mgmt For For IRVING F. LYONS, III Mgmt For For GEORGE M. MARCUS Mgmt For For GARY P. MARTIN Mgmt For For ISSIE N. RABINOVITCH Mgmt For For THOMAS E. RANDLETT Mgmt For For THOMAS E. ROBINSON Mgmt For For MICHAEL J. SCHALL Mgmt For For BYRON A. SCORDELIS Mgmt For For JANICE L. SEARS Mgmt For For THOMAS P. SULLIVAN Mgmt For For CLAUDE J. ZINNGRABE, JR Mgmt For For 2 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE Mgmt For For COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- EXTRA SPACE STORAGE INC. Agenda Number: 934178232 -------------------------------------------------------------------------------------------------------------------------- Security: 30225T102 Meeting Type: Annual Ticker: EXR Meeting Date: 26-May-2015 ISIN: US30225T1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR KENNETH M. WOOLLEY Mgmt For For SPENCER F. KIRK Mgmt For For KARL HAAS Mgmt For For JOSEPH D. MARGOLIS Mgmt For For DIANE OLMSTEAD Mgmt For For ROGER B. PORTER Mgmt For For K. FRED SKOUSEN Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S Mgmt For For NAMED EXECUTIVE OFFICERS. 4. APPROVAL OF THE EXTRA SPACE STORAGE INC. 2015 Mgmt For For INCENTIVE AWARD PLAN. -------------------------------------------------------------------------------------------------------------------------- GPT GROUP, SYDNEY Agenda Number: 706070529 -------------------------------------------------------------------------------------------------------------------------- Security: Q4252X155 Meeting Type: AGM Ticker: Meeting Date: 05-May-2015 ISIN: AU000000GPT8 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID Non-Voting 434699 DUE TO DELETION OF RESOLUTIONS 3 AND 4. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. CMMT PLEASE NOTE THAT RESOLUTIONS 1, 2 AND 5 ARE FOR THE Non-Voting COMPANY AND RESOLUTION 6 AND 7 ARE FOR THE COMPANY AND TRUST. THANK YOU CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS Non-Voting 2, 5 AND 6 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 1 ELECTION OF MR LIM SWE GUAN AS A DIRECTOR Mgmt For For 2 ADOPTION OF REMUNERATION REPORT Mgmt For For 5 APPROVAL OF NON EXECUTIVE DIRECTORS FEE POOL Mgmt For For 6 APPROVAL OF STAPLED SECURITIES ISSUED SINCE THE LAST Mgmt For For ANNUAL GENERAL MEETINGS OF THE COMPANY AND THE TRUST 7 PROPORTIONAL TAKEOVER PROVISIONS Mgmt For For -------------------------------------------------------------------------------------------------------------------------- GUANGZHOU R&F PROPERTIES COMPANY LTD, GUANGZHOU Agenda Number: 706165506 -------------------------------------------------------------------------------------------------------------------------- Security: Y2933F115 Meeting Type: AGM Ticker: Meeting Date: 29-May-2015 ISIN: CNE100000569 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID Non-Voting 440462 DUE TO ADDITION OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 421/LTN20150421155.pdf, http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 421/LTN20150421167.pdf, http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 514/LTN20150514161.pdf AND http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 514/LTN20150514163.pdf CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF Non-Voting "ABSTAIN" WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE 1 TO CONSIDER AND APPROVE THE REPORT OF THE BOARD OF Mgmt For For DIRECTORS (THE "BOARD") FOR THE YEAR ENDED 31 DECEMBER 2014 2 TO CONSIDER AND APPROVE THE REPORT OF THE SUPERVISORY Mgmt For For COMMITTEE OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2014 3 TO CONSIDER AND APPROVE THE AUDITED FINANCIAL Mgmt For For STATEMENTS AND THE REPORT OF THE AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2014 4 TO CONSIDER AND RE-APPOINT PRICEWATERHOUSECOOPERS AS Mgmt For For AUDITORS OF THE COMPANY, AND TO AUTHORIZE THE BOARD TO FIX THE REMUNERATION OF THE AUDITORS 5 TO AUTHORIZE THE BOARD TO DECIDE ON MATTERS RELATING Mgmt For For TO THE PAYMENT OF INTERIM DIVIDEND FOR THE SIX MONTHS ENDED 30 JUNE 2015 6.A TO CONSIDER AND RE-ELECT THE FOLLOWING RETIRING Mgmt For For DIRECTOR AS DIRECTOR, AND AUTHORIZE THE BOARD TO FIX THE REMUNERATION OF THE DIRECTOR: RE-ELECTION OF MR. LI SZE LIM AS THE COMPANY'S EXECUTIVE DIRECTOR 6.B TO CONSIDER AND RE-ELECT THE FOLLOWING RETIRING Mgmt For For DIRECTOR AS DIRECTOR, AND AUTHORIZE THE BOARD TO FIX THE REMUNERATION OF THE DIRECTOR: RE-ELECTION OF MR. ZHANG LI AS THE COMPANY'S EXECUTIVE DIRECTOR 6.C TO CONSIDER AND RE-ELECT THE FOLLOWING RETIRING Mgmt For For DIRECTOR AS DIRECTOR, AND AUTHORIZE THE BOARD TO FIX THE REMUNERATION OF THE DIRECTOR: RE-ELECTION OF MR. ZHOU YAONAN AS THE COMPANY'S EXECUTIVE DIRECTOR 6.D TO CONSIDER AND RE-ELECT THE FOLLOWING RETIRING Mgmt For For DIRECTOR AS DIRECTOR, AND AUTHORIZE THE BOARD TO FIX THE REMUNERATION OF THE DIRECTOR: RE-ELECTION OF MR. LU JING AS THE COMPANY'S EXECUTIVE DIRECTOR 7 TO CONSIDER AND ELECT MR. NG YAU WAH, DANIEL AS Mgmt For For INDEPENDENT NON-EXECUTIVE DIRECTOR AND AUTHORISE THE BOARD TO FIX HIS REMUNERATION 8 TO CONSIDER AND APPROVE THE COMPANY TO EXTEND Mgmt For For GUARANTEE UP TO AN AMOUNT OF RMB30 BILLION IN AGGREGATE ON BEHALF OF THE COMPANY'S SUBSIDIARIES UNDER ANY OF THE FOLLOWING CIRCUMSTANCES: (A) TOTAL EXTERNAL GUARANTEES OF THE COMPANY AND ITS SUBSIDIARIES EXCEED 50% OF THE LATEST AUDITED NET ASSETS VALUE; (B) TOTAL EXTERNAL GUARANTEES OF THE COMPANY EXCEED 30% OF THE LATEST AUDITED TOTAL ASSETS VALUE; (C) THE DEBT TO ASSET RATIO OF THE SUBSIDIARY FOR WHICH GUARANTEE IS TO BE PROVIDED IS OVER 70%; OR (D) THE GUARANTEE TO BE PROVIDED TO A SUBSIDIARY EXCEED 10% OF THE COMPANY'S LATEST AUDITED NET ASSETS VALUE. GUARANTEES EXTENDED IN ANY YEAR WILL HAVE TO BE RATIFIED AT THE ANNUAL GENERAL MEETING FOR THAT YEAR 9 TO CONSIDER AND APPROVE THE GUARANTEES EXTENDED IN Mgmt For For 2014 PURSUANT TO THE SPECIAL RESOLUTION NO. 8 OF 2013 ANNUAL GENERAL MEETING 10 TO GRANT AN UNCONDITIONAL AND GENERAL MANDATE TO THE Mgmt For For BOARD TO ISSUE, ALLOT AND DEAL IN ADDITIONAL SHARES IN THE CAPITAL OF THE COMPANY AND TO AUTHORIZE THE BOARD TO EXECUTE ALL SUCH RELEVANT DOCUMENTS AND TO MAKE THE NECESSARY AMENDMENTS TO THE ARTICLES OF ASSOCIATION AS THE BOARD THINKS FIT 11 TO CONSIDER AND APPROVE THE SELF-ASSESSMENT REPORT ON Mgmt For For USE OF LAND AND PROPERTY DEVELOPMENT OF THE COMPANY (SUMMARY AS SET OUT IN APPENDIX I OF THE SUPPLEMENTAL CIRCULAR) 12 TO CONSIDER AND APPROVE THE LETTER OF UNDERTAKING OF Mgmt For For THE CONTROLLING SHAREHOLDERS 13 TO CONSIDER AND APPROVE THE LETTER OF UNDERTAKING OF Mgmt For For THE DIRECTORS 14 TO CONSIDER AND APPROVE THE LETTER OF UNDERTAKING OF Mgmt For For THE SUPERVISORS 15 TO CONSIDER AND APPROVE THE LETTER OF UNDERTAKING OF Mgmt For For THE SENIOR MANAGERS -------------------------------------------------------------------------------------------------------------------------- HAMBORNER REIT AG, DUISBURG Agenda Number: 705931081 -------------------------------------------------------------------------------------------------------------------------- Security: D29315104 Meeting Type: AGM Ticker: Meeting Date: 07-May-2015 ISIN: DE0006013006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS Non-Voting OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING Non-Voting IS 16 APR 2015, WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU. COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 22 APR 2015. Non-Voting FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY'S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE. 1. PRESENTATION OF THE ADOPTED ANNUAL FINANCIAL Non-Voting STATEMENTS AND THE APPROVED IFRS SEPARATE FINANCIAL STATEMENTS AS AT 31 DECEMBER 2014 TOGETHER WITH THE JOINT MANAGEMENT REPORT IN ACCORDANCE WITH COMMERCIAL LAW AND IFRS FOR THE 2014 FINANCIAL YEAR AND WITH THE EXPLANATORY REPORT ON THE INFORMATION REQUIRED PURSUANT TO SECTION 289(4) AND (5) OF THE HANDELSGESETZBUCH (HGB-GERMAN COMMERCIAL CODE) AND THE REPORT OF THE SUPERVISORY BOARD FOR THE 2014 FINANCIAL YEAR 2. APPROPRIATION OF NET RETAINED PROFITS: DISTRIBUTION OF Mgmt For For A DIVIDEND OF EUR 0.40 PER SHARE 3. FORMAL APPROVAL OF THE ACTIONS OF THE MANAGING BOARD Mgmt For For FOR THE 2014 FINANCIAL YEAR 4. FORMAL APPROVAL OF THE SUPERVISORY BOARD FOR THE 2014 Mgmt For For FINANCIAL YEAR 5. ELECTION OF THE AUDITOR FOR THE 2015 FINANCIAL YEAR: Mgmt For For DELOITTE & TOUCHE GMBH WIRTSCHAFTSPRUFUNGSGESELLSCHAFT, DUSSELDORF 6.1 NEW ELECTIONS FOR SUPERVISORY BOARD MEMBER: Mgmt For For CLAUS-MATTHIAS BOGE 6.2 NEW ELECTIONS FOR SUPERVISORY BOARD MEMBER: DR ECKART Mgmt For For JOHN VON FREYEND 6.3 NEW ELECTIONS FOR SUPERVISORY BOARD MEMBER: MS Mgmt For For CHRISTEL KAUFMANN-HOCKER 6.4 NEW ELECTIONS FOR SUPERVISORY BOARD MEMBER: DR HELMUT Mgmt For For LINSSEN 6.5 NEW ELECTIONS FOR SUPERVISORY BOARD MEMBER: MR ROBERT Mgmt For For SCHMIDT 6.6 NEW ELECTIONS FOR SUPERVISORY BOARD MEMBER: MS BAERBEL Mgmt For For SCHOMBERG 7. CANCELLATION OF THE EXISTING AUTHORISED CAPITAL I, Mgmt For For CREATION OF NEW AUTHORISED CAPITAL 2015/II AND CORRESPONDING AMENDMENT OF ARTICLE 3 OF THE ARTICLES OF ASSOCIATION 8. CANCELLATION OF THE EXISTING AUTHORISED CAPITAL II, Mgmt For For CREATION OF NEW AUTHORISED CAPITAL 2015/I AND CORRESPONDING AMENDMENT OF ARTICLE 3 OF THE ARTICLES OF ASSOCIATION -------------------------------------------------------------------------------------------------------------------------- HONGKONG LAND HOLDINGS LTD, HAMILTON Agenda Number: 705998916 -------------------------------------------------------------------------------------------------------------------------- Security: G4587L109 Meeting Type: AGM Ticker: Meeting Date: 06-May-2015 ISIN: BMG4587L1090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS AND Mgmt For For THE INDEPENDENT AUDITORS' REPORT FOR THE YEAR ENDED 31ST DECEMBER 2014, AND TO DECLARE A FINAL DIVIDEND 2 TO RE-ELECT MARK GREENBERG AS A DIRECTOR Mgmt For For 3 TO RE-ELECT ADAM KESWICK AS A DIRECTOR Mgmt For For 4 TO RE-ELECT ANTHONY NIGHTINGALE AS A DIRECTOR Mgmt For For 5 TO RE-ELECT JAMES WATKINS AS A DIRECTOR Mgmt For For 6 TO RE-ELECT PERCY WEATHERALL AS A DIRECTOR Mgmt For For 7 TO FIX THE DIRECTORS' FEES Mgmt For For 8 TO RE-APPOINT THE AUDITORS AND TO AUTHORIZE THE Mgmt For For DIRECTORS TO FIX THEIR REMUNERATION 9 THAT: (A) THE EXERCISE BY THE DIRECTORS DURING THE Mgmt For For RELEVANT PERIOD (FOR THE PURPOSES OF THIS RESOLUTION, 'RELEVANT PERIOD' BEING THE PERIOD FROM THE PASSING OF THIS RESOLUTION UNTIL THE EARLIER OF THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING, OR THE EXPIRATION OF THE PERIOD WITHIN WHICH SUCH MEETING IS REQUIRED BY LAW TO BE HELD, OR THE REVOCATION OR VARIATION OF THIS RESOLUTION BY AN ORDINARY RESOLUTION OF THE SHAREHOLDERS OF THE COMPANY IN GENERAL MEETING) OF ALL POWERS OF THE COMPANY TO ALLOT OR ISSUE SHARES AND TO MAKE AND GRANT OFFERS, AGREEMENTS AND OPTIONS WHICH WOULD OR MIGHT REQUIRE SHARES TO BE ALLOTTED, ISSUED OR DISPOSED OF DURING OR AFTER THE END OF THE RELEVANT PERIOD UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 78.4 MILLION, BE AND IS HEREBY GENERALLY AND UNCONDITIONALLY APPROVED; AND (B) THE AGGREGATE CONTD CONT CONTD NOMINAL AMOUNT OF SHARE CAPITAL ALLOTTED OR Non-Voting AGREED CONDITIONALLY OR UNCONDITIONALLY TO BE ALLOTTED WHOLLY FOR CASH (WHETHER PURSUANT TO AN OPTION OR OTHERWISE) BY THE DIRECTORS PURSUANT TO THE APPROVAL IN PARAGRAPH (A), OTHERWISE THAN PURSUANT TO A RIGHTS ISSUE (FOR THE PURPOSES OF THIS RESOLUTION, 'RIGHTS ISSUE' BEING AN OFFER OF SHARES OR OTHER SECURITIES TO HOLDERS OF SHARES OR OTHER SECURITIES ON THE REGISTER ON A FIXED RECORD DATE IN PROPORTION TO THEIR THEN HOLDINGS OF SUCH SHARES OR OTHER SECURITIES OR OTHERWISE IN ACCORDANCE WITH THE RIGHTS ATTACHING THERETO (SUBJECT TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE DIRECTORS MAY DEEM NECESSARY OR EXPEDIENT IN RELATION TO FRACTIONAL ENTITLEMENTS OR LEGAL OR PRACTICAL PROBLEMS UNDER THE LAWS OF, OR THE REQUIREMENTS OF ANY RECOGNIZED REGULATORY BODY OR ANY CONTD CONT CONTD STOCK EXCHANGE IN, ANY TERRITORY)), SHALL NOT Non-Voting EXCEED USD 11.8 MILLION, AND THE SAID APPROVAL SHALL BE LIMITED ACCORDINGLY CMMT 16 APR 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO CHANGE IN THE 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. -------------------------------------------------------------------------------------------------------------------------- HUDSON PACIFIC PROPERTIES, INC. Agenda Number: 934175692 -------------------------------------------------------------------------------------------------------------------------- Security: 444097109 Meeting Type: Annual Ticker: HPP Meeting Date: 20-May-2015 ISIN: US4440971095 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: VICTOR J. COLEMAN Mgmt For For 1B. ELECTION OF DIRECTOR: THEODORE R. ANTENUCCI Mgmt For For 1C. ELECTION OF DIRECTOR: FRANK COHEN Mgmt For For 1D. ELECTION OF DIRECTOR: RICHARD B. FRIED Mgmt For For 1E. ELECTION OF DIRECTOR: JONATHAN M. GLASER Mgmt For For 1F. ELECTION OF DIRECTOR: ROBERT L. HARRIS Mgmt For For 1G. ELECTION OF DIRECTOR: MARK D. LINEHAN Mgmt For For 1H. ELECTION OF DIRECTOR: ROBERT M. MORAN Mgmt For For 1I. ELECTION OF DIRECTOR: MICHAEL NASH Mgmt For For 1J. ELECTION OF DIRECTOR: BARRY A. PORTER Mgmt For For 1K. ELECTION OF DIRECTOR: JOHN SCHREIBER Mgmt For For 2. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3. THE ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE Mgmt For For COMPENSATION, AS MORE FULLY DESCRIBED IN THE ENCLOSED PROXY STATEMENT. -------------------------------------------------------------------------------------------------------------------------- HUI XIAN REAL ESTATE INVESTMENT TRUST, HONG KONG Agenda Number: 705948884 -------------------------------------------------------------------------------------------------------------------------- Security: Y37494104 Meeting Type: AGM Ticker: Meeting Date: 11-May-2015 ISIN: HK0000078516 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF Non-Voting "ABSTAIN" WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE. CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 401/LTN201504011467.pdf and http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 401/LTN201504011535.pdf 1 TO APPROVE THE GRANT OF A GENERAL MANDATE IN RELATION Mgmt For For TO THE BUY-BACK OF UNITS IN HUI XIAN REIT 2 (I) TO AMEND HUI XIAN REIT'S INVESTMENT POLICY AND Mgmt For For OBJECTIVES SO AS TO PERMIT THE EXPANDED INVESTMENT SCOPE REGARDING PROPERTY DEVELOPMENT AND RELATED ACTIVITIES; (II) TO MAKE CORRESPONDING AMENDMENT TO THE TRUST DEED, NAMELY, THE PROPERTY DEVELOPMENT AMENDMENTS; AND (III) THE MANAGER, ANY DIRECTOR OF THE MANAGER AND THE TRUSTEE EACH BE AND IS AUTHORISED TO DO OR PROCURE TO BE DONE ALL SUCH ACTS AND THINGS TO IMPLEMENT OR GIVE EFFECT TO SUCH APPROVAL 3 (I) TO AMEND HUI XIAN REIT'S INVESTMENT POLICY AND Mgmt For For OBJECTIVES SO AS TO PERMIT THE EXPANDED INVESTMENT SCOPE REGARDING RELEVANT INVESTMENTS; (II) TO MAKE CORRESPONDING AMENDMENT TO THE TRUST DEED, NAMELY, THE RELEVANT INVESTMENT AMENDMENTS; AND (III) THE MANAGER, ANY DIRECTOR OF THE MANAGER AND THE TRUSTEE EACH BE AND IS AUTHORISED TO DO OR PROCURE TO BE DONE ALL SUCH ACTS AND THINGS TO IMPLEMENT OR GIVE EFFECT TO SUCH APPROVAL 4 (I) TO APPROVE THE VARIABLE FEE AMENDMENTS AND (II) Mgmt For For THE MANAGER, ANY DIRECTOR OF THE MANAGER AND THE TRUSTEE EACH BE AND IS AUTHORISED TO DO OR PROCURE TO BE DONE ALL SUCH ACTS AND THINGS TO IMPLEMENT OR GIVE EFFECT TO SUCH APPROVAL -------------------------------------------------------------------------------------------------------------------------- HYSAN DEVELOPMENT CO LTD, CAUSEWAY BAY Agenda Number: 705944127 -------------------------------------------------------------------------------------------------------------------------- Security: Y38203124 Meeting Type: AGM Ticker: Meeting Date: 15-May-2015 ISIN: HK0014000126 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF Non-Voting "ABSTAIN" WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE. CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/sehk/2015/0 331/LTN20150331719.pdf AND http://www.hkexnews.hk/listedco/listconews/sehk/2015/0 331/LTN20150331689.pdf 1 TO RECEIVE AND CONSIDER THE STATEMENT OF ACCOUNTS FOR Mgmt For For THE YEAR ENDED 31 DECEMBER 2014 AND THE REPORTS OF THE DIRECTORS AND AUDITOR THEREON 2.I TO RE-ELECT MR. SIU CHUEN LAU Mgmt For For 2.II TO RE-ELECT MR. PHILIP YAN HOK FAN Mgmt For For 2.III TO RE-ELECT PROFESSOR LAWRENCE JUEN-YEE LAU Mgmt For For 2.IV TO RE-ELECT MR. MICHAEL TZE HAU LEE Mgmt For For 2.V TO RE-ELECT MR. JOSEPH CHUNG YIN POON Mgmt For For 3 TO RE-APPOINT MESSRS. DELOITTE TOUCHE TOHMATSU AS Mgmt For For AUDITOR OF THE COMPANY AT A FEE TO BE AGREED BY THE DIRECTORS. 4 TO GIVE DIRECTORS A GENERAL MANDATE TO ISSUE AND Mgmt Abstain Against DISPOSE OF ADDITIONAL SHARES IN THE COMPANY NOT EXCEEDING 10% WHERE THE SHARES ARE TO BE ALLOTTED WHOLLY FOR CASH, AND IN ANY EVENT 20%, OF THE NUMBER OF ITS ISSUED SHARES 5 TO GIVE DIRECTORS A GENERAL MANDATE TO REPURCHASE Mgmt For For SHARES IN THE COMPANY NOT EXCEEDING 10% OF THE NUMBER OF ITS ISSUED SHARES 6 TO ADOPT A NEW SHARE OPTION SCHEME Mgmt For For CMMT 02 APR 2015: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO MODIFICATION OF THE TEXT OF RESOLUTION 4. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- INNVEST REAL ESTATE INVESTMENT TRUST, MISSISSAUGA Agenda Number: 706188732 -------------------------------------------------------------------------------------------------------------------------- Security: 45771T132 Meeting Type: MIX Ticker: Meeting Date: 16-Jun-2015 ISIN: CA45771T1324 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting FAVOR' OR 'AGAINST' ONLY FOR RESOLUTIONS "2, 3, 5 AND 6" AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS "1 AND 4.1 TO 4.8 ". THANK YOU 1 TO APPOINT DELOITTE LLP AS AUDITORS OF THE REIT UNTIL Mgmt For For THE CLOSE OF THE NEXT ANNUAL MEETING OF THE UNITHOLDERS AT REMUNERATION TO BE FIXED BY THE TRUSTEES OF THE REIT (THE "TRUSTEES") 2 TO APPROVE A SPECIAL RESOLUTION AUTHORIZING AN Mgmt For For AMENDMENT TO THE DECLARATION OF TRUST GOVERNING THE BUSINESS AND AFFAIRS OF THE REIT (THE "DECLARATION OF TRUST") TO PERMIT THE REIT TO HAVE A MAXIMUM OF TEN TRUSTEES WITH IMMEDIATE EFFECT, THE TEXT OF WHICH IS SET OUT IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR OF THE REIT (THE "CIRCULAR") UNDER THE HEADING "III - AMENDMENT OF THE DECLARATION OF TRUST REGARDING THE MAXIMUM NUMBER OF TRUSTEES" 3 TO APPROVE A RESOLUTION FIXING THE NUMBER OF TRUSTEES Mgmt For For AT TEN AND AUTHORIZING THE TRUSTEES TO CHANGE THE NUMBER OF TRUSTEES FROM TIME TO TIME WITHIN THE MINIMUM AND MAXIMUM SPECIFIED IN THE DECLARATION OF TRUST, THE TEXT OF WHICH IS SET OUT IN THE ACCOMPANYING CIRCULAR UNDER THE HEADING "IV - SIZE OF THE BOARD" 4.1 ELECTION OF TRUSTEE OF THE REIT: EDWARD W. BOOMER Mgmt For For 4.2 ELECTION OF TRUSTEE OF THE REIT: ANDREW C. COLES Mgmt For For 4.3 ELECTION OF TRUSTEE OF THE REIT: HEATHER-ANNE IRWIN Mgmt For For 4.4 ELECTION OF TRUSTEE OF THE REIT: DANIEL LEWIS Mgmt For For 4.5 ELECTION OF TRUSTEE OF THE REIT: JON E. LOVE Mgmt For For 4.6 ELECTION OF TRUSTEE OF THE REIT: ROBERT MCFARLANE Mgmt For For 4.7 ELECTION OF TRUSTEE OF THE REIT: EDWARD PITONIAK Mgmt For For 4.8 ELECTION OF TRUSTEE OF THE REIT: ROBERT WOLF Mgmt For For 5 TO APPROVE A SPECIAL RESOLUTION AUTHORIZING AN Mgmt For For AMENDMENT TO THE DECLARATION OF TRUST TO MAKE CERTAIN CHANGES TO SECTION 2.9 OF THE DECLARATION OF TRUST REGARDING THE COMPENSATION OF THE TRUSTEES, THE TEXT OF WHICH IS SET OUT IN THE ACCOMPANYING CIRCULAR UNDER THE HEADING "VI - AMENDMENT OF THE DECLARATION OF TRUST REGARDING TRUSTEE COMPENSATION MATTERS 6 TO APPROVE A RESOLUTION APPROVING THE ADOPTION OF A Mgmt For For DEFERRED UNIT PLAN FOR THE REIT'S NON-EMPLOYEE TRUSTEES AND RATIFYING THE GRANT OF CERTAIN DEFERRED UNITS TO THE TRUSTEES PURSUANT TO SUCH PLAN, THE TEXT OF WHICH IS SET OUT IN THE ACCOMPANYING CIRCULAR UNDER THE HEADING "VII - APPROVAL OF THE ADOPTION OF A DEFERRED UNIT PLAN FOR NON-EMPLOYEE TRUSTEES AND RATIFICATION OF CERTAIN DEFERRED UNIT GRANTS -------------------------------------------------------------------------------------------------------------------------- KILROY REALTY CORPORATION Agenda Number: 934174614 -------------------------------------------------------------------------------------------------------------------------- Security: 49427F108 Meeting Type: Annual Ticker: KRC Meeting Date: 21-May-2015 ISIN: US49427F1084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: JOHN KILROY Mgmt For For 1B. ELECTION OF DIRECTOR: EDWARD BRENNAN, PH.D. Mgmt For For 1C. ELECTION OF DIRECTOR: JOLIE HUNT Mgmt For For 1D. ELECTION OF DIRECTOR: SCOTT INGRAHAM Mgmt For For 1E. ELECTION OF DIRECTOR: GARY STEVENSON Mgmt For For 1F. ELECTION OF DIRECTOR: PETER STONEBERG Mgmt For For 2. AMENDMENT AND RESTATEMENT OF THE COMPANY'S 2006 Mgmt For For INCENTIVE AWARD PLAN, AS AMENDED. 3. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF Mgmt For For THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- LEG IMMOBILIEN AG, DUESSELDORF Agenda Number: 706161130 -------------------------------------------------------------------------------------------------------------------------- Security: D4960A103 Meeting Type: AGM Ticker: Meeting Date: 24-Jun-2015 ISIN: DE000LEG1110 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management PLEASE NOTE THAT BY JUDGEMENT OF OLG COLOGNE RENDERED Non-Voting ON JUNE 6, 2012, ANY SHAREHOLDER WHO HOLDS AN AGGREGATE TOTAL OF 3 PERCENT OR MORE OF THE OUTSTANDING SHARE CAPITAL MUST REGISTER UNDER THEIR BENEFICIAL OWNER DETAILS BEFORE THE APPROPRIATE DEADLINE TO BE ABLE TO VOTE. FAILURE TO COMPLY WITH THE DECLARATION REQUIREMENTS AS STIPULATED IN SECTION 21 OF THE SECURITIES TRADE ACT (WPHG) MAY PREVENT THE SHAREHOLDER FROM VOTING AT THE GENERAL MEETINGS. THEREFORE, YOUR CUSTODIAN MAY REQUEST THAT WE REGISTER BENEFICIAL OWNER DATA FOR ALL VOTED ACCOUNTS WITH THE RESPECTIVE SUB CUSTODIAN. IF YOU REQUIRE FURTHER INFORMATION WHETHER OR NOT SUCH BO REGISTRATION WILL BE CONDUCTED FOR YOUR CUSTODIANS ACCOUNTS, PLEASE CONTACT YOUR CSR. THE SUB CUSTODIANS HAVE ADVISED THAT VOTED SHARES ARE Non-Voting NOT BLOCKED FOR TRADING PURPOSES I.E. THEY ARE ONLY UNAVAILABLE FOR SETTLEMENT. REGISTERED SHARES WILL BE DEREGISTERED AT THE DEREGISTRATION DATE BY THE SUB CUSTODIANS. IN ORDER TO DELIVER/SETTLE A VOTED POSITION BEFORE THE DEREGISTRATION DATE A VOTING INSTRUCTION CANCELLATION AND DE-REGISTRATION REQUEST NEEDS TO BE SENT TO YOUR CSR OR CUSTODIAN. PLEASE CONTACT YOUR CSR FOR FURTHER INFORMATION. THE VOTE/REGISTRATION DEADLINE AS DISPLAYED ON Non-Voting PROXYEDGE IS SUBJECT TO CHANGE AND WILL BE UPDATED AS SOON AS BROADRIDGE RECEIVES CONFIRMATION FROM THE SUB CUSTODIANS REGARDING THEIR INSTRUCTION DEADLINE. FOR ANY QUERIES PLEASE CONTACT YOUR CLIENT SERVICES REPRESENTATIVE. ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS Non-Voting OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 09.06.2015. Non-Voting FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY'S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE. 1. FINANCIAL STATEMENTS AND ANNUAL REPORT PRESENTATION OF Non-Voting THE FINANCIAL STATEMENTS AND ANNUAL REPORT FOR THE 2014 FINANCIAL YEAR WITH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS, THE GROUP ANNUAL REPORT, AND THE REPORT PURSUANT TO SECTIONS 289(4) AND 315(4) OF THE GERMAN COMMERCIAL CODE 2. RESOLUTION ON THE APPROPRIATION OF THE DISTRIBUTABLE Mgmt For For PROFIT THE DISTRIBUTABLE PROFIT OF EUR 115,146,885.40 SHALL BE APPROPRIATED AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.96 PER NO-PAR SHARE EUR 3,302,535.16 SHALL BE CARRIED FORWARD EX-DIVIDEND AND PAYABLE DATE: JUNE 25, 2015 3. RATIFICATION OF THE ACTS OF THE BOARD OF MDS Mgmt For For 4. RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD Mgmt For For 5. APPOINTMENT OF AUDITORS FOR THE 2015 FINANCIAL YEAR: Mgmt For For PRICEWATERHOUSECOOPERS AG, FRANKFURT 6. ELECTION OF NATALIE C. HAYDAY TO THE SUPERVISORY BOARD Mgmt For For 7. RESOLUTION ON THE REVOCATION OF THE EXISTING Mgmt For For AUTHORIZED CAPITAL, THE CREATION OF NEW AUTHORIZED CAPITAL, AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION THE EXISTING AUTHORIZED CAPITAL 2014 SHALL BE REVOKED. THE BOARD OF MDS SHALL BE AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD, TO INCREASE THE SHARE CAPITAL BY UP TO EUR 28,531,722 THROUGH THE ISSUE OF NEW REGISTERED NO-PAR SHARES AGAINST CONTRIBUTIONS IN CASH AND/OR KIND, ON OR BEFORE JUNE 23, 2020 (AUTHORIZED CAPITAL 2015). SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR IN THE FOLLOWING CASES: - RESIDUAL AMOUNTS HAVE BEEN EXCLUDED FROM SUBSCRIPTION RIGHTS, - HOLDERS OF CONVERSION OR OPTION RIGHTS HAVE BEEN GRANTED SUBSCRIPTION RIGHTS, SHARES ARE ISSUED AGAINST CONTRIBUTIONS IN CASH AT A PRICE NOT MATERIALLY BELOW THEIR MARKET PRICE AND THE CAPITAL INCREASE DOES NOT EXCEED 10 PCT. OF THE SHARE CAPITAL, - SHARES ARE ISSUED AGAINST CONTRIBUTIONS IN KIND FOR ACQUISITION PURPOSES, - UP TO 1,426,586 NEW REGISTERED SHARES ARE ISSUED TO EMPLOYEES OF THE COMPANY AND AFFILIATED COMPANIES 8. RESOLUTION ON THE AUTHORIZATION TO ISSUE CONVERTIBLE Mgmt For For BONDS, WARRANT BONDS, CONVERTIBLE PROFIT-SHARING RIGHTS AND/OR PROFIT-SHARING RIGHTS CUM WARRANTS (COLLECTIVELY REFERRED TO IN THE FOLLOWING AS 'BONDS'), THE ADJUSTMENT OF THE CONTINGENT CAPITAL 2013/2014, AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING OF JUNE 25, 2014, TO ISSUE BONDS SHALL BE REVOKED. THE BOARD OF MDS SHALL BE AUTHORIZED, WITH THE CONSENT OF THE SUPERVISORY BOARD, TO ISSUE BEARER OR REGISTERED BONDS, OF UP TO EUR 1,200,000,000 CONFERRING CONVERSION AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY, ON OR BEFORE JUNE 23, 2020. SHAREHOLDERS SHALL BE GRANTED SUBSCRIPTION RIGHTS EXCEPT FOR IN THE FOLLOWING CASES: - RESIDUAL AMOUNTS HAVE BEEN EXCLUDED FROM SUBSCRIPTION RIGHTS, - HOLDERS OF CONVERSION OR OPTION RIGHTS HAVE BEEN GRANTED SUBSCRIPTION RIGHTS, - BONDS ARE ISSUED AT A PRICE NOT MATERIALLY BELOW THEIR THEORETICAL MARKET VALUE AND CONFER CONVERSION AND/OR OPTION RIGHTS FOR SHARES OF THE COMPANY OF UP TO 10 PCT. OF THE SHARE CAPITAL. THE COMPANY'S EXISTING SHARE CAPITAL SHALL BE INCREASED ACCORDINGLY BY UP TO EUR 28,531,722 THROUGH THE ISSUE OF UP TO 28,531,722 NEW REGISTERED NO-PAR SHARES, INSOFAR AS CONVERSION AND/OR OPTION RIGHTS GRANTED IN CONNECTION WITH THE ABOVEMENTIONED AUTHORIZATION AND THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING OF JANUARY 17, 2013 (ITEM 2A) ARE EXERCISED (CONTINGENT CAPITAL 2013/2015) 9. RESOLUTION ON THE REMUNERATION FOR THE SUPERVISORY Mgmt For For BOARD AS OF JULY 1, 2015, EACH MEMBER OF THE SUPERVISORY BOARD SHALL RECEIVE A FIXED ANNUAL REMUNERATION OF EUR 50,000. THE CHAIRMAN OF THE SUPERVISORY BOARD SHALL RECEIVE TWICE THIS AMOUNT AND THE DEPUTY CHAIRMAN ONE AND A HALF TIMES THIS AMOUNT. IN ADDITION, EACH MEMBER OF THE SUPERVISORY BOARD COMMITTEE SHALL RECEIVE AN ANNUAL COMPENSATION OF EUR 15,000 (A COMMITTEE CHAIRMAN SHALL RECEIVE TWICE THIS AMOUNT). MEMBERS OF THE NOMINATION COMMITTEE SHALL NOT RECEIVE ANY COMPENSATION. FINALLY, EACH SUPERVISORY BOARD MEMBER OR COMMITTEE MEMBER SHALL RECEIVE AN ATTENDANCE FEE OF EUR 2,000 PER SUPERVISORY BOARD MEETING AND COMMITTEE MEETING, RESPECTIVELY -------------------------------------------------------------------------------------------------------------------------- MACK-CALI REALTY CORPORATION Agenda Number: 934181328 -------------------------------------------------------------------------------------------------------------------------- Security: 554489104 Meeting Type: Annual Ticker: CLI Meeting Date: 11-May-2015 ISIN: US5544891048 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR ALAN S. BERNIKOW Mgmt For For IRVIN D. REID Mgmt For For 2. ADVISORY VOTE APPROVING THE COMPENSATION OF OUR NAMED Mgmt For For EXECUTIVE OFFICERS, AS SUCH COMPENSATION IS DESCRIBED UNDER THE "COMPENSATION DISCUSSION AND ANALYSIS" AND "EXECUTIVE COMPENSATION" SECTIONS OF THE ACCOMPANYING PROXY STATEMENT. 3. RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4. APPROVAL OF A SHAREHOLDER PROPOSAL, IF PRESENTED AT Shr For Against MEETING, REQUESTING THAT COMPANY ADOPT A POLICY THAT, IN THE EVENT OF A CHANGE OF CONTROL OF COMPANY, WOULD PROHIBIT ACCELERATED VESTING OF EQUITY AWARDS GRANTED TO SENIOR EXECUTIVE OFFICERS OF THE COMPANY, EXCEPT FOR PARTIAL, PRO RATA VESTING OF AWARDS IN THE EVENT OF A TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. -------------------------------------------------------------------------------------------------------------------------- MERCIALYS, PARIS Agenda Number: 705937209 -------------------------------------------------------------------------------------------------------------------------- Security: F61573105 Meeting Type: MIX Ticker: Meeting Date: 05-May-2015 ISIN: FR0010241638 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID Non-Voting VOTE OPTIONS ARE "FOR" AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE. CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD Non-Voting 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 17 APR 2015: PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2015/0327/20 1503271500745.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ADDITIONAL URL LINK: http://www.journal-officiel.gouv.fr//pdf/2015/0417/201 504171501120.pdf AND CHANGE IN 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. O.1 APPROVAL OF THE ANNUAL CORPORATE FINANCIAL STATEMENTS Mgmt For For FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2014 O.2 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR Mgmt For For THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2014 O.3 ALLOCATION OF INCOME FOR THE FINANCIAL YEAR - SETTING Mgmt For For THE DIVIDEND O.4 REGULATED AGREEMENT: APPROVAL OF THE AMENDMENT TO THE Mgmt For For PARTNERSHIP AGREEMENT ENTERED INTO WITH CASINO, GUICHARD-PERRACHON O.5 REGULATED AGREEMENT: APPROVAL OF THE AMENDMENT TO THE Mgmt For For CHECKING ACCOUNT OVERDRAFT AGREEMENT ENTERED INTO WITH THE COMPANY CASINO, GUICHARD-PERRACHON O.6 ADVISORY REVIEW OF THE COMPENSATION OWED OR PAID TO Mgmt For For MR. ERIC LE GENTIL, PRESIDENT AND CEO, FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2014 O.7 ADVISORY REVIEW OF THE COMPENSATION OWED OR PAID TO Mgmt For For MR. VINCENT REBILLARD, MANAGING DIRECTOR, FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2014 O.8 RENEWAL OF TERM OF MRS. ANNE-MARIE DE CHALAMBERT AS Mgmt For For DIRECTOR O.9 RENEWAL OF TERM OF THE COMPANY LA FOREZIENNE DE Mgmt For For PARTICIPATIONS AS DIRECTOR O.10 RENEWAL OF TERM OF THE COMPANY GENERALI VIE AS Mgmt For For DIRECTOR O.11 AUTHORIZATION TO ALLOW THE COMPANY TO PURCHASE ITS OWN Mgmt For For SHARES E.12 DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF Mgmt For For DIRECTORS TO ISSUE SHARES OR SECURITIES ENTITLING TO THE ALLOTMENT OF NEW OR EXISTING SHARES OF THE COMPANY WHILE MAINTAINING PREFERENTIAL SUBSCRIPTION RIGHTS E.13 DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF Mgmt For For DIRECTORS TO ISSUE SHARES OR SECURITIES ENTITLING TO THE ALLOTMENT OF NEW OR EXISTING SHARES OF THE COMPANY WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS VIA PUBLIC OFFERING E.14 DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF Mgmt For For DIRECTORS TO ISSUE SHARES OR SECURITIES ENTITLING TO THE ALLOTMENT OF NEW OR EXISTING SHARES OF THE COMPANY WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS VIA PRIVATE PLACEMENT PURSUANT TO ARTICLE L.411-2, II OF THE MONETARY AND FINANCIAL CODE E.15 AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO SET Mgmt For For THE ISSUE PRICE ACCORDING TO TERMS ESTABLISHED BY THE GENERAL MEETING IN CASE OF ISSUANCE WITH CANCELLATION OF SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS VIA PUBLIC OFFERINGS OR PRIVATE PLACEMENTS E.16 AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO Mgmt For For INCREASE THE AMOUNT OF ISSUANCES AS PART OF CAPITAL INCREASES CARRIED OUT WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, IN CASE OF OVERSUBSCRIPTION E.17 DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF Mgmt For For DIRECTORS TO INCREASE CAPITAL OF THE COMPANY BY INCORPORATION OF RESERVES, PROFITS, PREMIUMS OR OTHER AMOUNTS WHICH MAY BE CAPITALIZED E.18 DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF Mgmt For For DIRECTORS TO ISSUE SHARES OR SECURITIES GIVING ACCESS TO CAPITAL, IN CASE OF PUBLIC OFFERING INITIATED BY MERCIALYS INVOLVING SECURITIES OF ANOTHER LISTED COMPANY WITH CANCELLATION OF SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS E.19 DELEGATION OF POWERS GRANTED TO THE BOARD OF DIRECTORS Mgmt For For TO ISSUE SHARES OR SECURITIES GIVING ACCESS TO CAPITAL UP TO 10% OF THE CAPITAL OF THE COMPANY, IN CONSIDERATION FOR IN-KIND CONTRIBUTIONS GRANTED TO THE COMPANY AND COMPRISED OF EQUITY SECURITIES OR SECURITIES GIVING ACCESS TO CAPITAL E.20 OVERALL LIMITATION ON FINANCIAL AUTHORIZATIONS GRANTED Mgmt For For TO THE BOARD OF DIRECTORS E.21 AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO Mgmt For For REDUCE SHARE CAPITAL BY CANCELLATION OF TREASURY SHARES E.22 AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO Mgmt For For GRANT SHARE PURCHASE OPTIONS TO EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY AND AFFILIATED COMPANIES E.23 AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO Mgmt For For GRANT SHARE SUBSCRIPTION OPTIONS TO EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY AND AFFILIATED COMPANIES E.24 AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO Mgmt For For ALLOT BONUS SHARES TO EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY AND AFFILIATED COMPANIES E.25 AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO Mgmt For For INCREASE SHARE CAPITAL OR SELL TREASURY SHARES IN FAVOR OF EMPLOYEES E.26 AMENDMENT TO PARAGRAPH III OF ARTICLE 25 OF THE BYLAWS Mgmt For For E.27 AMENDMENT TO PARAGRAPH III OF ARTICLE 28 OF THE BYLAWS Mgmt For For E.28 POWERS TO CARRY OUT ALL LEGAL FORMALITIES Mgmt For For -------------------------------------------------------------------------------------------------------------------------- MITSUBISHI ESTATE COMPANY,LIMITED Agenda Number: 706232535 -------------------------------------------------------------------------------------------------------------------------- Security: J43916113 Meeting Type: AGM Ticker: Meeting Date: 26-Jun-2015 ISIN: JP3899600005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1 Approve Appropriation of Surplus Mgmt For For 2.1 Appoint a Director Kimura, Keiji Mgmt For For 2.2 Appoint a Director Sugiyama, Hirotaka Mgmt For For 2.3 Appoint a Director Kato, Jo Mgmt For For 2.4 Appoint a Director Kazama, Toshihiko Mgmt For For 2.5 Appoint a Director Ono, Masamichi Mgmt For For 2.6 Appoint a Director Aiba, Naoto Mgmt For For 2.7 Appoint a Director Hayashi, Soichiro Mgmt For For 2.8 Appoint a Director Okusa, Toru Mgmt For For 2.9 Appoint a Director Tanisawa, Junichi Mgmt For For 2.10 Appoint a Director Matsuhashi, Isao Mgmt For For 2.11 Appoint a Director Ebihara, Shin Mgmt For For 2.12 Appoint a Director Tomioka, Shu Mgmt For For 2.13 Appoint a Director Egami, Setsuko Mgmt For For 3.1 Appoint a Corporate Auditor Yanagisawa, Yutaka Mgmt For For 3.2 Appoint a Corporate Auditor Taka, Iwao Mgmt For For -------------------------------------------------------------------------------------------------------------------------- OUTFRONT MEDIA, INC. Agenda Number: 934204772 -------------------------------------------------------------------------------------------------------------------------- Security: 69007J106 Meeting Type: Annual Ticker: OUT Meeting Date: 09-Jun-2015 ISIN: US69007J1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR MANUEL A. DIAZ Mgmt For For PETER MATHES Mgmt For For SUSAN M. TOLSON Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP TO SERVE AS OUTFRONT MEDIA INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 3. APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE Mgmt For For COMPENSATION OF OUTFRONT MEDIA INC.'S NAMED EXECUTIVE OFFICERS. 4. DETERMINATION, ON A NON-BINDING ADVISORY BASIS, AS TO Mgmt 1 Year For WHETHER A NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUTFRONT MEDIA INC.'S NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE YEARS. 5. APPROVAL OF THE OUTFRONT MEDIA INC. AMENDED AND Mgmt For For RESTATED OMNIBUS STOCK INCENTIVE PLAN. 6. APPROVAL OF THE OUTFRONT MEDIA INC. AMENDED AND Mgmt For For RESTATED EXECUTIVE BONUS PLAN. -------------------------------------------------------------------------------------------------------------------------- PROSPERITY REAL ESTATE INVESTMENT TRUST Agenda Number: 705949014 -------------------------------------------------------------------------------------------------------------------------- Security: Y7084Q109 Meeting Type: AGM Ticker: Meeting Date: 07-May-2015 ISIN: HK0808032913 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN INFORMATIONAL MEETING, AS Non-Voting THERE ARE NO PROPOSALS TO BE VOTED ON. SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY, YOU MAY REQUEST AN ENTRANCE CARD. THANK YOU. CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 401/LTN20150401480.pdf AND http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 401/LTN20150401494.pdf 1 TO NOTE THE AUDITED FINANCIAL STATEMENTS OF PROSPERITY Non-Voting REIT TOGETHER WITH THE AUDITORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2014 2 TO NOTE THE APPOINTMENT OF AUDITORS OF PROSPERITY REIT Non-Voting AND THE FIXING OF THEIR REMUNERATION -------------------------------------------------------------------------------------------------------------------------- QTS REALTY TRUST, INC. Agenda Number: 934143950 -------------------------------------------------------------------------------------------------------------------------- Security: 74736A103 Meeting Type: Annual Ticker: QTS Meeting Date: 04-May-2015 ISIN: US74736A1034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR CHAD L. WILLIAMS Mgmt For For PHILIP P. TRAHANAS Mgmt For For JOHN W. BARTER Mgmt For For WILLIAM O. GRABE Mgmt For For CATHERINE R. KINNEY Mgmt For For PETER A. MARINO Mgmt For For SCOTT D. MILLER Mgmt For For STEPHEN E. WESTHEAD Mgmt For For 2. TO APPROVE AN AMENDMENT TO THE QTS REALTY TRUST, INC. Mgmt For For 2013 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER BY 3,000,000 AND ADD CERTAIN ADDITIONAL AUTHORIZED PERFORMANCE MEASURES AND APPROVE THE MATERIAL TERMS FOR PAYMENT OF PERFORMANCE-BASED COMPENSATION THEREUNDER FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE Mgmt For For COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- REDEFINE PROPERTIES LTD, JOHANNESBURG Agenda Number: 706157737 -------------------------------------------------------------------------------------------------------------------------- Security: S6815L196 Meeting Type: OGM Ticker: Meeting Date: 05-Jun-2015 ISIN: ZAE000190252 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management S.1 FINANCIAL ASSISTANCE TO SUBSCRIBE FOR SHARES Mgmt For For O.1 SPECIFIC AUTHORITY TO ISSUE SHARES FOR CASH Mgmt For For O.2 SIGNATURE OF DOCUMENTATION Mgmt For For -------------------------------------------------------------------------------------------------------------------------- RIOCAN REAL ESTATE INVESTMENT TRUST, TORONTO Agenda Number: 706161902 -------------------------------------------------------------------------------------------------------------------------- Security: 766910103 Meeting Type: MIX Ticker: Meeting Date: 17-Jun-2015 ISIN: CA7669101031 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID Non-Voting 449245 DUE TO ADDITION OF RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. CMMT PLEASE NOTE THAT THIS MEETING MENTIONS DISSENTER'S Non-Voting RIGHTS, PLEASE REFER TO THE MANAGEMENT INFORMATION CIRCULAR FOR DETAILS CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting FAVOR' OR 'AGAINST' ONLY FOR RESOLUTIONS 3, 4 AND 5 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS 1.A TO 1.J AND 2. THANK YOU 1.A WITH RESPECT TO THE ELECTION OF THE TRUSTEE OF THE Mgmt For For TRUST: BONNIE BROOKS 1.B WITH RESPECT TO THE ELECTION OF THE TRUSTEE OF THE Mgmt For For TRUST: CLARE R. COPELAND 1.C WITH RESPECT TO THE ELECTION OF THE TRUSTEE OF THE Mgmt For For TRUST: RAYMOND M. GELGOOT 1.D WITH RESPECT TO THE ELECTION OF THE TRUSTEE OF THE Mgmt For For TRUST: PAUL GODFREY, C.M., O.ONT 1.E WITH RESPECT TO THE ELECTION OF THE TRUSTEE OF THE Mgmt For For TRUST: DALE H. LASTMAN 1.F WITH RESPECT TO THE ELECTION OF THE TRUSTEE OF THE Mgmt For For TRUST: JANE MARSHALL 1.G WITH RESPECT TO THE ELECTION OF THE TRUSTEE OF THE Mgmt For For TRUST: SHARON SALLOWS 1.H WITH RESPECT TO THE ELECTION OF THE TRUSTEE OF THE Mgmt For For TRUST: EDWARD SONSHINE, O.ONT., Q.C 1.I WITH RESPECT TO THE ELECTION OF THE TRUSTEE OF THE Mgmt For For TRUST: LUC VANNESTE 1.J WITH RESPECT TO THE ELECTION OF THE TRUSTEE OF THE Mgmt For For TRUST: CHARLES M. WINOGRAD 2 THE RE-APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS OF Mgmt For For THE TRUST AND AUTHORIZATION OF THE TRUST'S BOARD OF TRUSTEES TO FIX THE AUDITORS' REMUNERATION 3 THE ORDINARY RESOLUTION SET FORTH IN APPENDIX "A" TO Mgmt For For THE MANAGEMENT INFORMATION CIRCULAR (THE "CIRCULAR") AUTHORIZING AND APPROVING AN AMENDMENT TO THE TRUST'S 2013 AMENDED AND RESTATED UNIT OPTION PLAN TO INCREASE THE MAXIMUM NUMBER OF UNITS AVAILABLE FOR GRANT UNDER OPTIONS AND TO MAKE CERTAIN ANCILLARY AMENDMENTS 4 THE ORDINARY RESOLUTION SET FORTH IN APPENDIX "B" TO Mgmt For For THE CIRCULAR AUTHORIZING AND APPROVING CERTAIN AMENDMENTS TO THE AMENDED AND RESTATED DECLARATION OF TRUST MADE AS OF JUNE 5, 2013 (THE "DECLARATION OF TRUST") DESIGNED TO FURTHER ALIGN THE DECLARATION OF TRUST WITH EVOLVING GOVERNANCE BEST PRACTICES 5 THE NON-BINDING SAY-ON-PAY ADVISORY RESOLUTION SET Mgmt For For FORTH IN THE CIRCULAR ON THE TRUST'S APPROACH TO EXECUTIVE COMPENSATION 6 IN HIS OR HER DISCRETION WITH RESPECT TO SUCH OTHER Mgmt For Against BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF -------------------------------------------------------------------------------------------------------------------------- SABRA HEALTH CARE REIT, INC. Agenda Number: 934216979 -------------------------------------------------------------------------------------------------------------------------- Security: 78573L106 Meeting Type: Annual Ticker: SBRA Meeting Date: 17-Jun-2015 ISIN: US78573L1061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: CRAIG A. BARBAROSH Mgmt For For 1B. ELECTION OF DIRECTOR: ROBERT A. ETTL Mgmt For For 1C. ELECTION OF DIRECTOR: MICHAEL J. FOSTER Mgmt For For 1D. ELECTION OF DIRECTOR: RICHARD K. MATROS Mgmt For For 1E. ELECTION OF DIRECTOR: MILTON J. WALTERS Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS SABRA'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 3. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF Mgmt For For SABRA'S NAMED EXECUTIVE OFFICERS -------------------------------------------------------------------------------------------------------------------------- SCENTRE GROUP, SYDNEY NSW Agenda Number: 705974714 -------------------------------------------------------------------------------------------------------------------------- Security: Q8351E109 Meeting Type: AGM Ticker: Meeting Date: 07-May-2015 ISIN: AU000000SCG8 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSAL Non-Voting 2, AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 2 THAT THE COMPANY'S REMUNERATION REPORT FOR THE YEAR Mgmt For For ENDED 31 DECEMBER 2014 BE ADOPTED 3 THAT MR BRIAN M SCHWARTZ AM IS RE-ELECTED AS A Mgmt For For DIRECTOR OF THE COMPANY 4 THAT MR ANDREW W HARMOS IS RE-ELECTED AS A DIRECTOR OF Mgmt For For THE COMPANY 5 THAT MR MICHAEL F IHLEIN IS RE-ELECTED AS A DIRECTOR Mgmt For For OF THE COMPANY 6 THAT MS ALIZA KNOX IS ELECTED AS A DIRECTOR OF THE Mgmt For For COMPANY -------------------------------------------------------------------------------------------------------------------------- SIMON PROPERTY GROUP, INC. Agenda Number: 934154167 -------------------------------------------------------------------------------------------------------------------------- Security: 828806109 Meeting Type: Annual Ticker: SPG Meeting Date: 14-May-2015 ISIN: US8288061091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: MELVYN E. BERGSTEIN Mgmt For For 1B. ELECTION OF DIRECTOR: LARRY C. GLASSCOCK Mgmt For For 1C. ELECTION OF DIRECTOR: KAREN N. HORN, PH.D. Mgmt For For 1D. ELECTION OF DIRECTOR: ALLAN HUBBARD Mgmt For For 1E. ELECTION OF DIRECTOR: REUBEN S. LEIBOWITZ Mgmt For For 1F. ELECTION OF DIRECTOR: DANIEL C. SMITH, PH.D. Mgmt For For 1G. ELECTION OF DIRECTOR: J. ALBERT SMITH, JR. Mgmt For For 2. ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE Mgmt For For COMPENSATION. 3. RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM. 4. STOCKHOLDER PROPOSAL Shr For Against -------------------------------------------------------------------------------------------------------------------------- SL GREEN REALTY CORP. Agenda Number: 934194274 -------------------------------------------------------------------------------------------------------------------------- Security: 78440X101 Meeting Type: Annual Ticker: SLG Meeting Date: 04-Jun-2015 ISIN: US78440X1019 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR JOHN H. ALSCHULER Mgmt For For STEPHEN L. GREEN Mgmt For For 2. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, OUR Mgmt For For EXECUTIVE COMPENSATION. 3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- SPIRIT REALTY CAPITAL INC Agenda Number: 934183310 -------------------------------------------------------------------------------------------------------------------------- Security: 84860W102 Meeting Type: Annual Ticker: SRC Meeting Date: 28-May-2015 ISIN: US84860W1027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR KEVIN M. CHARLTON Mgmt For For TODD A. DUNN Mgmt For For DAVID J. GILBERT Mgmt For For RICHARD I. GILCHRIST Mgmt For For DIANE M. MOREFIELD Mgmt For For THOMAS H. NOLAN, JR. Mgmt For For SHELI Z. ROSENBERG Mgmt For For THOMAS D. SENKBEIL Mgmt For For NICHOLAS P. SHEPHERD Mgmt For For 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2015. 3. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF Mgmt For For OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. -------------------------------------------------------------------------------------------------------------------------- STAG INDUSTRIAL, INC. Agenda Number: 934145118 -------------------------------------------------------------------------------------------------------------------------- Security: 85254J102 Meeting Type: Annual Ticker: STAG Meeting Date: 04-May-2015 ISIN: US85254J1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR BENJAMIN S. BUTCHER Mgmt For For VIRGIS W. COLBERT Mgmt For For JEFFREY D. FURBER Mgmt For For LARRY T. GUILLEMETTE Mgmt For For FRANCIS X. JACOBY III Mgmt For For CHRISTOPHER P. MARR Mgmt For For HANS S. WEGER Mgmt For For 2 THE RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 THE APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE Mgmt For For COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- TAUBMAN CENTERS, INC. Agenda Number: 934171670 -------------------------------------------------------------------------------------------------------------------------- Security: 876664103 Meeting Type: Annual Ticker: TCO Meeting Date: 29-May-2015 ISIN: US8766641034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR GRAHAM T. ALLISON Mgmt For For PETER KARMANOS, JR. Mgmt For For WILLIAM S. TAUBMAN Mgmt For For 2 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3 ADVISORY APPROVAL OF THE NAMED EXECUTIVE OFFICER Mgmt For For COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- TERRENO REALTY CORPORATION Agenda Number: 934146778 -------------------------------------------------------------------------------------------------------------------------- Security: 88146M101 Meeting Type: Annual Ticker: TRNO Meeting Date: 05-May-2015 ISIN: US88146M1018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR W. BLAKE BAIRD Mgmt For For MICHAEL A. COKE Mgmt For For LEROY E. CARLSON Mgmt For For PETER J. MERLONE Mgmt For For DOUGLAS M. PASQUALE Mgmt For For DENNIS POLK Mgmt For For 2. ADOPTION OF A RESOLUTION TO APPROVE, ON A NON-BINDING Mgmt For For ADVISORY BASIS, THE COMPENSATION OF CERTAIN EXECUTIVES, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For AS OUR INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. -------------------------------------------------------------------------------------------------------------------------- YUEXIU REAL ESTATE INVESTMENT TRUST Agenda Number: 705949583 -------------------------------------------------------------------------------------------------------------------------- Security: Y9865D109 Meeting Type: AGM Ticker: Meeting Date: 14-May-2015 ISIN: HK0405033157 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF Non-Voting "ABSTAIN" WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE. CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 330/LTN20150330583.pdf AND http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0 330/LTN20150330650.pdf 1 TO APPROVE (WHERE RELEVANT, SHALL INCLUDE APPROVAL BY Mgmt For For WAY OF RATIFICATION) BY ORDINARY RESOLUTION FOR: (I) THE RE-ELECTION OF MR. CHAN CHI ON, DEREK AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR, THE CHAIRMAN OF THE DISCLOSURES COMMITTEE AND A MEMBER OF THE AUDIT COMMITTEE, THE FINANCE AND INVESTMENT COMMITTEE AND THE REMUNERATION AND NOMINATION COMMITTEE OF THE MANAGER; AND (II) AUTHORIZATION BE GRANTED TO THE MANAGER, ANY DIRECTOR OF THE MANAGER AND HSBC INSTITUTIONAL TRUST SERVICES (ASIA) LIMITED ("TRUSTEE") AND ANY AUTHORIZED SIGNATORY OF THE TRUSTEE TO DO ALL SUCH ACTS AND THINGS (INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED) AS THE MANAGER, OR SUCH DIRECTOR OF THE MANAGER MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE INTEREST OF YUEXIU REIT TO GIVE EFFECT TO ALL MATTERS RESOLVED UPON IN THIS RESOLUTION TFGT International Fixed Income Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. TFGT Merger Arbitrage Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. TFGT Mid Cap Fund -------------------------------------------------------------------------------------------------------------------------- ALBEMARLE CORPORATION Agenda Number: 934171846 -------------------------------------------------------------------------------------------------------------------------- Security: 012653101 Meeting Type: Annual Ticker: ALB Meeting Date: 05-May-2015 ISIN: US0126531013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR WILLIAM H. HERNANDEZ Mgmt For For LUTHER C. KISSAM IV Mgmt For For DOUGLAS L. MAINE Mgmt For For J. KENT MASTERS Mgmt For For JIM W. NOKES Mgmt For For JAMES J. O'BRIEN Mgmt For For BARRY W. PERRY Mgmt For For JOHN SHERMAN JR. Mgmt For For GERALD A. STEINER Mgmt For For HARRIETT TEE TAGGART Mgmt For For ALEJANDRO WOLFF Mgmt For For 2. RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Mgmt For For AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3. RE-APPROVE THE PERFORMANCE MEASURES UNDER THE Mgmt For For ALBEMARLE CORPORATION 2008 INCENTIVE PLAN, AS AMENDED AND RESTATED APRIL 20, 2010. 4. APPROVE THE NON-BINDING ADVISORY RESOLUTION APPROVING Mgmt For For THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- AMPHENOL CORPORATION Agenda Number: 934204481 -------------------------------------------------------------------------------------------------------------------------- Security: 032095101 Meeting Type: Annual Ticker: APH Meeting Date: 20-May-2015 ISIN: US0320951017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: RONALD P. BADIE Mgmt For For 1.2 ELECTION OF DIRECTOR: STANLEY L. CLARK Mgmt For For 1.3 ELECTION OF DIRECTOR: DAVID P. FALCK Mgmt For For 1.4 ELECTION OF DIRECTOR: EDWARD G. JEPSEN Mgmt For For 1.5 ELECTION OF DIRECTOR: RANDALL D. LEDFORD Mgmt For For 1.6 ELECTION OF DIRECTOR: ANDREW E. LIETZ Mgmt For For 1.7 ELECTION OF DIRECTOR: MARTIN H. LOEFFLER Mgmt For For 1.8 ELECTION OF DIRECTOR: JOHN R. LORD Mgmt For For 1.9 ELECTION OF DIRECTOR: R. ADAM NORWITT Mgmt For For 2. RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT Mgmt For For ACCOUNTANTS OF THE COMPANY. 3. ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED Mgmt For For EXECUTIVE OFFICERS. 4. TO APPROVE AN INCREASE IN THE NUMBER OF AUTHORIZED Mgmt For For SHARES. -------------------------------------------------------------------------------------------------------------------------- CABELA'S INCORPORATED Agenda Number: 934190606 -------------------------------------------------------------------------------------------------------------------------- Security: 126804301 Meeting Type: Annual Ticker: CAB Meeting Date: 03-Jun-2015 ISIN: US1268043015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: THEODORE M. ARMSTRONG Mgmt For For 1.2 ELECTION OF DIRECTOR: JAMES W. CABELA Mgmt For For 1.3 ELECTION OF DIRECTOR: JOHN H. EDMONDSON Mgmt For For 1.4 ELECTION OF DIRECTOR: DENNIS HIGHBY Mgmt For For 1.5 ELECTION OF DIRECTOR: MICHAEL R. MCCARTHY Mgmt For For 1.6 ELECTION OF DIRECTOR: THOMAS L. MILLNER Mgmt For For 1.7 ELECTION OF DIRECTOR: DONNA M. MILROD Mgmt For For 1.8 ELECTION OF DIRECTOR: BETH M. PRITCHARD Mgmt For For 1.9 ELECTION OF DIRECTOR: JAMES F. WRIGHT Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 3. AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- CARMAX, INC. Agenda Number: 934218341 -------------------------------------------------------------------------------------------------------------------------- Security: 143130102 Meeting Type: Annual Ticker: KMX Meeting Date: 22-Jun-2015 ISIN: US1431301027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: RONALD E. BLAYLOCK Mgmt For For 1B. ELECTION OF DIRECTOR: THOMAS J. FOLLIARD Mgmt For For 1C. ELECTION OF DIRECTOR: RAKESH GANGWAL Mgmt For For 1D. ELECTION OF DIRECTOR: JEFFREY E. GARTEN Mgmt For For 1E. ELECTION OF DIRECTOR: SHIRA GOODMAN Mgmt For For 1F. ELECTION OF DIRECTOR: W. ROBERT GRAFTON Mgmt For For 1G. ELECTION OF DIRECTOR: EDGAR H. GRUBB Mgmt For For 1H. ELECTION OF DIRECTOR: MARCELLA SHINDER Mgmt For For 1I. ELECTION OF DIRECTOR: MITCHELL D. STEENROD Mgmt For For 1J. ELECTION OF DIRECTOR: THOMAS G. STEMBERG Mgmt For For 1K. ELECTION OF DIRECTOR: WILLIAM R. TIEFEL Mgmt For For 2. TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM. 3. TO APPROVE, IN AN ADVISORY (NON-BINDING) VOTE, THE Mgmt For For COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- DOLLAR TREE, INC. Agenda Number: 934225916 -------------------------------------------------------------------------------------------------------------------------- Security: 256746108 Meeting Type: Annual Ticker: DLTR Meeting Date: 18-Jun-2015 ISIN: US2567461080 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: ARNOLD S. BARRON Mgmt For For 1B. ELECTION OF DIRECTOR: MACON F. BROCK, JR. Mgmt For For 1C. ELECTION OF DIRECTOR: MARY ANNE CITRINO Mgmt For For 1D. ELECTION OF DIRECTOR: H. RAY COMPTON Mgmt For For 1E. ELECTION OF DIRECTOR: CONRAD M. HALL Mgmt For For 1F. ELECTION OF DIRECTOR: LEMUEL E. LEWIS Mgmt For For 1G. ELECTION OF DIRECTOR: J. DOUGLAS PERRY Mgmt For For 1H. ELECTION OF DIRECTOR: BOB SASSER Mgmt For For 1I. ELECTION OF DIRECTOR: THOMAS A. SAUNDERS III Mgmt For For 1J. ELECTION OF DIRECTOR: THOMAS E. WHIDDON Mgmt For For 1K. ELECTION OF DIRECTOR: CARL P. ZEITHAML Mgmt For For 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF Mgmt For For THE COMPANY'S NAMED EXECUTIVE OFFICERS 3. TO RATIFY THE SELECTION OF KPMG AS THE COMPANY'S Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 4. TO APPROVE THE COMPANY'S 2015 EMPLOYEE STOCK PURCHASE Mgmt For For PLAN -------------------------------------------------------------------------------------------------------------------------- HASBRO, INC. Agenda Number: 934174791 -------------------------------------------------------------------------------------------------------------------------- Security: 418056107 Meeting Type: Annual Ticker: HAS Meeting Date: 21-May-2015 ISIN: US4180561072 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR BASIL L. ANDERSON Mgmt For For ALAN R. BATKIN Mgmt For For KENNETH A. BRONFIN Mgmt For For MICHAEL R. BURNS Mgmt For For LISA GERSH Mgmt For For BRIAN D. GOLDNER Mgmt For For ALAN G. HASSENFELD Mgmt For For TRACY A. LEINBACH Mgmt For For EDWARD M. PHILIP Mgmt For For RICHARD S. STODDART Mgmt For For LINDA K. ZECHER Mgmt For For 2. THE ADOPTION, ON AN ADVISORY BASIS, OF A RESOLUTION Mgmt For For APPROVING THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF HASBRO, INC., AS DESCRIBED IN THE "COMPENSATION DISCUSSION AND ANALYSIS" AND "EXECUTIVE COMPENSATION" SECTIONS OF THE 2015 PROXY STATEMENT. 3. RATIFICATION OF THE SELECTION OF KPMG LLP AS HASBRO, Mgmt For For INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 4. SHAREHOLDER PROPOSAL: PROXY ACCESS Shr For Against 5. SHAREHOLDER PROPOSAL: POST-TERMINATION HOLDING PERIOD Shr Against For FOR PORTION OF EQUITY HELD BY SENIOR EXECUTIVES 6. SHAREHOLDER PROPOSAL: LIMITATION ON VESTING OF EQUITY Shr Against For HELD BY SENIOR EXECUTIVES FOLLOWING A CHANGE IN CONTROL -------------------------------------------------------------------------------------------------------------------------- MBIA INC. Agenda Number: 934153761 -------------------------------------------------------------------------------------------------------------------------- Security: 55262C100 Meeting Type: Annual Ticker: MBI Meeting Date: 06-May-2015 ISIN: US55262C1009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: JOSEPH W. BROWN Mgmt For For 1B. ELECTION OF DIRECTOR: MARYANN BRUCE Mgmt For For 1C. ELECTION OF DIRECTOR: SEAN D. CARNEY Mgmt For For 1D. ELECTION OF DIRECTOR: DAVID A. COULTER Mgmt For For 1E. ELECTION OF DIRECTOR: STEVEN J. GILBERT Mgmt For For 1F. ELECTION OF DIRECTOR: CHARLES R. RINEHART Mgmt For For 1G. ELECTION OF DIRECTOR: THEODORE SHASTA Mgmt For For 1H. ELECTION OF DIRECTOR: RICHARD C. VAUGHAN Mgmt For For 2. TO APPROVE THE COMPANY'S ANNUAL INCENTIVE PLAN FOR Mgmt For For PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 3. TO APPROVE, ON AN ADVISORY BASIS, EXECUTIVE Mgmt For For COMPENSATION. 4. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP, Mgmt For For CERTIFIED PUBLIC ACCOUNTANTS, AS INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR 2015. -------------------------------------------------------------------------------------------------------------------------- OLD DOMINION FREIGHT LINE, INC. Agenda Number: 934189855 -------------------------------------------------------------------------------------------------------------------------- Security: 679580100 Meeting Type: Annual Ticker: ODFL Meeting Date: 21-May-2015 ISIN: US6795801009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR EARL E. CONGDON Mgmt For For DAVID S. CONGDON Mgmt For For J. PAUL BREITBACH Mgmt For For JOHN R. CONGDON, JR. Mgmt For For ROBERT G. CULP, III Mgmt For For JOHN D. KASARDA Mgmt For For LEO H. SUGGS Mgmt For For D. MICHAEL WRAY Mgmt For For 2. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF Mgmt For For THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT. 3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- PULTEGROUP, INC. Agenda Number: 934152050 -------------------------------------------------------------------------------------------------------------------------- Security: 745867101 Meeting Type: Annual Ticker: PHM Meeting Date: 06-May-2015 ISIN: US7458671010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR BRIAN P. ANDERSON Mgmt For For BRYCE BLAIR Mgmt For For RICHARD J. DUGAS, JR. Mgmt For For THOMAS J. FOLLIARD Mgmt For For CHERYL W. GRISE Mgmt For For ANDRE J. HAWAUX Mgmt For For DEBRA J. KELLY-ENNIS Mgmt For For PATRICK J. O'LEARY Mgmt For For JAMES J. POSTL Mgmt For For 2. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. Mgmt For For 4. A SHAREHOLDER PROPOSAL REGARDING THE USE OF Shr Against For PERFORMANCE-BASED OPTIONS, IF PROPERLY PRESENTED AT THE MEETING. -------------------------------------------------------------------------------------------------------------------------- TEMPUR SEALY INTERNATIONAL, INC. Agenda Number: 934169447 -------------------------------------------------------------------------------------------------------------------------- Security: 88023U101 Meeting Type: Contested Annual Ticker: TPX Meeting Date: 08-May-2015 ISIN: US88023U1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR COMPANY NOMINEES BELOW Mgmt For * MGT NOM: E. S. DILSAVER Mgmt For * MGT NOM: FRANK DOYLE Mgmt For * MGT NOM: JOHN A. HEIL Mgmt For * MGT NOM: P. K. HOFFMAN Mgmt For * MGT NOM: SIR PAUL JUDGE Mgmt For * MGT NOM: NANCY F. KOEHN Mgmt For * MGT NOM: L. J. ROGERS Mgmt For * MGT NOM: R. B. TRUSSELL Mgmt For * 02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For * AS THE COMPANYS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 03 APPROVAL OF THE COMPANYS SECOND AMENDED AND RESTATED Mgmt For * ANNUAL INCENTIVE BONUS PLAN FOR SENIOR EXECUTIVES. 04 APPROVAL, BY ADVISORY VOTE, OF THE COMPENSATION OF THE Mgmt For * COMPANYS NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- TENET HEALTHCARE CORPORATION Agenda Number: 934152442 -------------------------------------------------------------------------------------------------------------------------- Security: 88033G407 Meeting Type: Annual Ticker: THC Meeting Date: 07-May-2015 ISIN: US88033G4073 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: TREVOR FETTER Mgmt For For 1B. ELECTION OF DIRECTOR: BRENDA J. GAINES Mgmt For For 1C. ELECTION OF DIRECTOR: KAREN M. GARRISON Mgmt For For 1D. ELECTION OF DIRECTOR: EDWARD A. KANGAS Mgmt For For 1E. ELECTION OF DIRECTOR: J. ROBERT KERREY Mgmt For For 1F. ELECTION OF DIRECTOR: FREDA C. LEWIS-HALL Mgmt For For 1G. ELECTION OF DIRECTOR: RICHARD R. PETTINGILL Mgmt For For 1H. ELECTION OF DIRECTOR: RONALD A. RITTENMEYER Mgmt For For 1I. ELECTION OF DIRECTOR: TAMMY ROMO Mgmt For For 1J. ELECTION OF DIRECTOR: JAMES A. UNRUH Mgmt For For 2. PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE Mgmt Against Against COMPANY'S EXECUTIVE COMPENSATION. 3. PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & TOUCHE Mgmt For For LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- VOYA FINANCIAL, INC. Agenda Number: 934185011 -------------------------------------------------------------------------------------------------------------------------- Security: 929089100 Meeting Type: Annual Ticker: VOYA Meeting Date: 28-May-2015 ISIN: US9290891004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: LYNNE BIGGAR Mgmt For For 1B. ELECTION OF DIRECTOR: JANE P. CHWICK Mgmt For For 1C. ELECTION OF DIRECTOR: J. BARRY GRISWELL Mgmt For For 1D. ELECTION OF DIRECTOR: FREDERICK S. HUBBELL Mgmt For For 1E. ELECTION OF DIRECTOR: RODNEY O. MARTIN, JR. Mgmt For For 1F. ELECTION OF DIRECTOR: JOSEPH V. TRIPODI Mgmt For For 1G. ELECTION OF DIRECTOR: DEBORAH C. WRIGHT Mgmt For For 1H. ELECTION OF DIRECTOR: DAVID ZWIENER Mgmt For For 2. APPROVAL, IN A NON-BINDING ADVISORY VOTE, OF THE Mgmt For For COMPENSATION ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015 4. SHAREHOLDER PROPOSAL TO ADOPT PROCEDURES TO AVOID Shr Against For HOLDING OR RECOMMENDING INVESTMENTS THAT CONTRIBUTE TO HUMAN RIGHTS VIOLATIONS -------------------------------------------------------------------------------------------------------------------------- VULCAN MATERIALS COMPANY Agenda Number: 934149774 -------------------------------------------------------------------------------------------------------------------------- Security: 929160109 Meeting Type: Annual Ticker: VMC Meeting Date: 08-May-2015 ISIN: US9291601097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: THOMAS A. FANNING Mgmt For For 1.2 ELECTION OF DIRECTOR: J. THOMAS HILL Mgmt For For 1.3 ELECTION OF DIRECTOR: CYNTHIA L. HOSTETLER Mgmt For For 1.4 ELECTION OF DIRECTOR: RICHARD T. O'BRIEN Mgmt For For 1.5 ELECTION OF DIRECTOR: ELAINE L. CHAO Mgmt For For 1.6 ELECTION OF DIRECTOR: DONALD B. RICE Mgmt For For 2. PROPOSAL TO APPROVE THE ADVISORY (NON-BINDING) Mgmt For For RESOLUTION RELATING TO EXECUTIVE COMPENSATION. 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For PUBLIC ACCOUNTING FIRM. TFGT Mid Cap Value Fund -------------------------------------------------------------------------------------------------------------------------- AERCAP HOLDINGS N.V. Agenda Number: 934197511 -------------------------------------------------------------------------------------------------------------------------- Security: N00985106 Meeting Type: Annual Ticker: AER Meeting Date: 13-May-2015 ISIN: NL0000687663 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 4 ADOPTION OF THE ANNUAL ACCOUNTS FOR THE 2014 FINANCIAL Mgmt For For YEAR. 6 RELEASE OF LIABILITY OF THE DIRECTORS WITH RESPECT TO Mgmt For For THEIR MANAGEMENT DURING THE 2014 FINANCIAL YEAR. 7A APPOINTMENT OF MR. WILLIAM N. DOOLEY AS NON-EXECUTIVE Mgmt For For DIRECTOR FOR A PERIOD OF FOUR YEARS. 7B RE-APPOINTMENT OF THE COMPANY'S CHAIRMAN, MR. PIETER Mgmt For For KORTEWEG, AS NON-EXECUTIVE DIRECTOR FOR A PERIOD OF THREE YEARS. 7C RE-APPOINTMENT OF MR. SALEM R.A.A. AL NOAIMI AS Mgmt For For NON-EXECUTIVE DIRECTOR FOR A PERIOD OF TWO YEARS. 7D RE-APPOINTMENT OF MR. HOMAID A.A.M. AL SHEMMARI AS Mgmt For For NON-EXECUTIVE DIRECTOR FOR A PERIOD OF TWO YEARS. 8 APPOINTMENT OF MR. KEITH A. HELMING AS THE PERSON Mgmt For For REFERRED TO IN ARTICLE 16, PARAGRAPH 8 OF THE COMPANY'S ARTICLES OF ASSOCIATION. 9 APPOINTMENT OF PRICEWATERHOUSECOOPERS ACCOUNTANTS N.V. Mgmt For For AS THE REGISTERED ACCOUNTANT. 10A AUTHORIZATION OF THE BOARD OF DIRECTORS TO REPURCHASE Mgmt For For ORDINARY SHARES. 10B CONDITIONAL AUTHORIZATION OF THE BOARD OF DIRECTORS TO Mgmt For For REPURCHASE ADDITIONAL ORDINARY SHARES. 11 REDUCTION OF CAPITAL THROUGH CANCELLATION OF THE Mgmt For For COMPANY'S ORDINARY SHARES THAT MAY BE ACQUIRED BY THE COMPANY. -------------------------------------------------------------------------------------------------------------------------- ALBEMARLE CORPORATION Agenda Number: 934171846 -------------------------------------------------------------------------------------------------------------------------- Security: 012653101 Meeting Type: Annual Ticker: ALB Meeting Date: 05-May-2015 ISIN: US0126531013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR WILLIAM H. HERNANDEZ Mgmt For For LUTHER C. KISSAM IV Mgmt For For DOUGLAS L. MAINE Mgmt For For J. KENT MASTERS Mgmt For For JIM W. NOKES Mgmt For For JAMES J. O'BRIEN Mgmt For For BARRY W. PERRY Mgmt For For JOHN SHERMAN JR. Mgmt For For GERALD A. STEINER Mgmt For For HARRIETT TEE TAGGART Mgmt For For ALEJANDRO WOLFF Mgmt For For 2. RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Mgmt For For AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3. RE-APPROVE THE PERFORMANCE MEASURES UNDER THE Mgmt For For ALBEMARLE CORPORATION 2008 INCENTIVE PLAN, AS AMENDED AND RESTATED APRIL 20, 2010. 4. APPROVE THE NON-BINDING ADVISORY RESOLUTION APPROVING Mgmt Against Against THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- ALEXANDRIA REAL ESTATE EQUITIES, INC. Agenda Number: 934171214 -------------------------------------------------------------------------------------------------------------------------- Security: 015271109 Meeting Type: Annual Ticker: ARE Meeting Date: 07-May-2015 ISIN: US0152711091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR JOEL S. MARCUS Mgmt For For RICHARD B. JENNINGS Mgmt For For JOHN L. ATKINS, III Mgmt For For MARIA C. FREIRE Mgmt For For STEVEN R. HASH Mgmt For For RICHARD H. KLEIN Mgmt For For JAMES H. RICHARDSON Mgmt For For 2. TO CAST A NON-BINDING, ADVISORY VOTE ON A RESOLUTION Mgmt For For TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS MORE PARTICULARLY DESCRIBED IN THE PROXY STATEMENT FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS OF THE COMPANY. 3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE Mgmt For For COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015, AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. -------------------------------------------------------------------------------------------------------------------------- ALLEGHENY TECHNOLOGIES INCORPORATED Agenda Number: 934150056 -------------------------------------------------------------------------------------------------------------------------- Security: 01741R102 Meeting Type: Annual Ticker: ATI Meeting Date: 01-May-2015 ISIN: US01741R1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR DIANE C. CREEL* Mgmt For For JOHN R. PIPSKI* Mgmt For For JAMES E. ROHR* Mgmt For For DAVID J. MOREHOUSE# Mgmt For For 2. APPROVAL OF THE COMPANY'S 2015 INCENTIVE PLAN. Mgmt For For 3. ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE Mgmt For For COMPANY'S NAMED EXECUTIVE OFFICERS. 4. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS Mgmt For For INDEPENDENT AUDITORS FOR 2015. -------------------------------------------------------------------------------------------------------------------------- AMERICAN CAMPUS COMMUNITIES, INC. Agenda Number: 934164930 -------------------------------------------------------------------------------------------------------------------------- Security: 024835100 Meeting Type: Annual Ticker: ACC Meeting Date: 07-May-2015 ISIN: US0248351001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: WILLIAM C. BAYLESS JR. Mgmt For For 1B. ELECTION OF DIRECTOR: R.D. BURCK Mgmt For For 1C. ELECTION OF DIRECTOR: G. STEVEN DAWSON Mgmt For For 1D. ELECTION OF DIRECTOR: CYDNEY C. DONNELL Mgmt For For 1E. ELECTION OF DIRECTOR: DENNIS G. LOPEZ Mgmt For For 1F. ELECTION OF DIRECTOR: EDWARD LOWENTHAL Mgmt For For 1G. ELECTION OF DIRECTOR: OLIVER LUCK Mgmt For For 1H. ELECTION OF DIRECTOR: C. PATRICK OLES, JR. Mgmt For For 1I. ELECTION OF DIRECTOR: WINSTON W. WALKER Mgmt For For 2. RATIFICATION OF ERNST & YOUNG AS OUR INDEPENDENT Mgmt For For AUDITORS FOR 2015 3. TO PROVIDE A NON-BINDING ADVISORY VOTE APPROVING THE Mgmt For For COMPANY'S EXECUTIVE COMPENSATION PROGRAM -------------------------------------------------------------------------------------------------------------------------- AMERICAN EAGLE OUTFITTERS, INC. Agenda Number: 934192662 -------------------------------------------------------------------------------------------------------------------------- Security: 02553E106 Meeting Type: Annual Ticker: AEO Meeting Date: 04-Jun-2015 ISIN: US02553E1064 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: JANICE E. PAGE Mgmt For For 1.2 ELECTION OF DIRECTOR: DAVID M. SABLE Mgmt Against Against 1.3 ELECTION OF DIRECTOR: NOEL J. SPIEGEL Mgmt For For 2. RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE Mgmt For For COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 30, 2016. 3. HOLD AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED Mgmt For For EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- BEMIS COMPANY, INC. Agenda Number: 934150638 -------------------------------------------------------------------------------------------------------------------------- Security: 081437105 Meeting Type: Annual Ticker: BMS Meeting Date: 07-May-2015 ISIN: US0814371052 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR WILLIAM F. AUSTEN Mgmt For For RONALD J. FLOTO Mgmt For For TIMOTHY M. MANGANELLO Mgmt For For WILLIAM L. MANSFIELD Mgmt For For ARUN NAYAR Mgmt For For EDWARD N. PERRY Mgmt For For PHILIP G. WEAVER Mgmt For For 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. TO CAST AN ADVISORY VOTE ON THE COMPANY'S EXECUTIVE Mgmt For For COMPENSATION (SAY-ON-PAY VOTE). 4. TO ACT ON A PROPOSAL TO APPROVE AN AMENDMENT TO THE Mgmt For For BEMIS EXECUTIVE OFFICER PERFORMANCE PLAN. -------------------------------------------------------------------------------------------------------------------------- BRIXMOR PROPERTY GROUP INC Agenda Number: 934187724 -------------------------------------------------------------------------------------------------------------------------- Security: 11120U105 Meeting Type: Annual Ticker: BRX Meeting Date: 03-Jun-2015 ISIN: US11120U1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR MICHAEL A. CARROLL Mgmt Withheld Against JOHN G. SCHREIBER Mgmt Withheld Against A.J. AGARWAL Mgmt Withheld Against MICHAEL BERMAN Mgmt Withheld Against ANTHONY W. DEERING Mgmt Withheld Against THOMAS W. DICKSON Mgmt For For JONATHAN D. GRAY Mgmt Withheld Against WILLIAM D. RAHM Mgmt Withheld Against WILLIAM J. STEIN Mgmt Withheld Against 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR Mgmt Abstain Against INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE Mgmt For For COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- CABELA'S INCORPORATED Agenda Number: 934190606 -------------------------------------------------------------------------------------------------------------------------- Security: 126804301 Meeting Type: Annual Ticker: CAB Meeting Date: 03-Jun-2015 ISIN: US1268043015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: THEODORE M. ARMSTRONG Mgmt For For 1.2 ELECTION OF DIRECTOR: JAMES W. CABELA Mgmt For For 1.3 ELECTION OF DIRECTOR: JOHN H. EDMONDSON Mgmt For For 1.4 ELECTION OF DIRECTOR: DENNIS HIGHBY Mgmt For For 1.5 ELECTION OF DIRECTOR: MICHAEL R. MCCARTHY Mgmt For For 1.6 ELECTION OF DIRECTOR: THOMAS L. MILLNER Mgmt For For 1.7 ELECTION OF DIRECTOR: DONNA M. MILROD Mgmt For For 1.8 ELECTION OF DIRECTOR: BETH M. PRITCHARD Mgmt For For 1.9 ELECTION OF DIRECTOR: JAMES F. WRIGHT Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 3. AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- CADENCE DESIGN SYSTEMS, INC. Agenda Number: 934157428 -------------------------------------------------------------------------------------------------------------------------- Security: 127387108 Meeting Type: Annual Ticker: CDNS Meeting Date: 14-May-2015 ISIN: US1273871087 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: MARK W. ADAMS Mgmt For For 1B. ELECTION OF DIRECTOR: SUSAN L. BOSTROM Mgmt For For 1C. ELECTION OF DIRECTOR: JAMES D. PLUMMER Mgmt For For 1D. ELECTION OF DIRECTOR: ALBERTO SANGIOVANNI-VINCENTELLI Mgmt For For 1E. ELECTION OF DIRECTOR: GEORGE M. SCALISE Mgmt For For 1F. ELECTION OF DIRECTOR: JOHN B. SHOVEN Mgmt For For 1G. ELECTION OF DIRECTOR: ROGER S. SIBONI Mgmt For For 1H. ELECTION OF DIRECTOR: YOUNG K. SOHN Mgmt For For 1I. ELECTION OF DIRECTOR: LIP-BU TAN Mgmt For For 2. APPROVAL OF AN AMENDMENT TO THE OMNIBUS EQUITY Mgmt For For INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK RESERVED FOR ISSUANCE AND TO EXTEND THE EXPIRATION DATE. 3. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. Mgmt For For 4. RATIFICATION OF KPMG LLP AS THE INDEPENDENT REGISTERED Mgmt For For PUBLIC ACCOUNTING FIRM OF CADENCE FOR ITS FISCAL YEAR ENDING JANUARY 2, 2016. -------------------------------------------------------------------------------------------------------------------------- CHARLES RIVER LABORATORIES INTL., INC. Agenda Number: 934167518 -------------------------------------------------------------------------------------------------------------------------- Security: 159864107 Meeting Type: Annual Ticker: CRL Meeting Date: 05-May-2015 ISIN: US1598641074 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: JAMES C. FOSTER Mgmt For For 1.2 ELECTION OF DIRECTOR: ROBERT J. BERTOLINI Mgmt For For 1.3 ELECTION OF DIRECTOR: STEPHEN D. CHUBB Mgmt For For 1.4 ELECTION OF DIRECTOR: DEBORAH T. KOCHEVAR Mgmt For For 1.5 ELECTION OF DIRECTOR: GEORGE E. MASSARO Mgmt For For 1.6 ELECTION OF DIRECTOR: GEORGE M. MILNE, JR. Mgmt For For 1.7 ELECTION OF DIRECTOR: C. RICHARD REESE Mgmt For For 1.8 ELECTION OF DIRECTOR: CRAIG B. THOMPSON Mgmt For For 1.9 ELECTION OF DIRECTOR: RICHARD F. WALLMAN Mgmt For For 2. SAY ON PAY - AN ADVISORY VOTE TO APPROVE OUR EXECUTIVE Mgmt For For COMPENSATION. 3. PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 26, 2015. -------------------------------------------------------------------------------------------------------------------------- CITRIX SYSTEMS, INC. Agenda Number: 934187382 -------------------------------------------------------------------------------------------------------------------------- Security: 177376100 Meeting Type: Annual Ticker: CTXS Meeting Date: 28-May-2015 ISIN: US1773761002 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: THOMAS F. BOGAN Mgmt For For 1B. ELECTION OF DIRECTOR: ROBERT M. CALDERONI Mgmt For For 1C. ELECTION OF DIRECTOR: NANCI E. CALDWELL Mgmt For For 1D. ELECTION OF DIRECTOR: ROBERT D. DALEO Mgmt For For 1E. ELECTION OF DIRECTOR: MURRAY J. DEMO Mgmt For For 1F. ELECTION OF DIRECTOR: FRANCIS DESOUZA Mgmt For For 1G. ELECTION OF DIRECTOR: ASIFF S. HIRJI Mgmt For For 2. APPROVAL OF THE 2015 EMPLOYEE STOCK PURCHASE PLAN Mgmt For For 3. RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4. ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE Mgmt For For COMPANY'S NAMED EXECUTIVE OFFICERS -------------------------------------------------------------------------------------------------------------------------- CLEAN HARBORS, INC. Agenda Number: 934211246 -------------------------------------------------------------------------------------------------------------------------- Security: 184496107 Meeting Type: Annual Ticker: CLH Meeting Date: 10-Jun-2015 ISIN: US1844961078 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR ALAN S. MCKIM Mgmt For For ROD MARLIN Mgmt For For JOHN T. PRESTON Mgmt For For 2. TO APPROVE AN ADVISORY VOTE ON THE COMPANY'S EXECUTIVE Mgmt For For COMPENSATION. 3. TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF THE Mgmt For For COMPANY'S BOARD OF DIRECTORS OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR. -------------------------------------------------------------------------------------------------------------------------- DARLING INGREDIENTS INC. Agenda Number: 934155929 -------------------------------------------------------------------------------------------------------------------------- Security: 237266101 Meeting Type: Annual Ticker: DAR Meeting Date: 12-May-2015 ISIN: US2372661015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: RANDALL C. STUEWE Mgmt For For 1.2 ELECTION OF DIRECTOR: O. THOMAS ALBRECHT Mgmt For For 1.3 ELECTION OF DIRECTOR: D. EUGENE EWING Mgmt For For 1.4 ELECTION OF DIRECTOR: DIRK KLOOSTERBOER Mgmt For For 1.5 ELECTION OF DIRECTOR: MARY R. KORBY Mgmt For For 1.6 ELECTION OF DIRECTOR: CHARLES MACALUSO Mgmt For For 1.7 ELECTION OF DIRECTOR: JOHN D. MARCH Mgmt For For 1.8 ELECTION OF DIRECTOR: JUSTINUS J.G.M. SANDERS Mgmt For For 1.9 ELECTION OF DIRECTOR: MICHAEL URBUT Mgmt For For 2. PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS THE Mgmt For For COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 2, 2016. 3. ADVISORY VOTE TO APPROVE EXECUTIVE OFFICER Mgmt Against Against COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- DENTSPLY INTERNATIONAL INC. Agenda Number: 934167570 -------------------------------------------------------------------------------------------------------------------------- Security: 249030107 Meeting Type: Annual Ticker: XRAY Meeting Date: 20-May-2015 ISIN: US2490301072 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: MICHAEL C. ALFANO Mgmt For For 1.2 ELECTION OF DIRECTOR: ERIC K. BRANDT Mgmt For For 1.3 ELECTION OF DIRECTOR: WILLIE A. DEESE Mgmt For For 1.4 ELECTION OF DIRECTOR: WILLIAM F. HECHT Mgmt For For 1.5 ELECTION OF DIRECTOR: FRANCIS J. LUNGER Mgmt For For 1.6 ELECTION OF DIRECTOR: BRET W. WISE Mgmt For For 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, TO AUDIT THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 3. TO APPROVE BY ADVISORY VOTE, THE COMPENSATION OF THE Mgmt For For COMPANY'S EXECUTIVE OFFICERS. 4. RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE Mgmt For For GOALS UNDER THE 2010 EQUITY INCENTIVE PLAN. -------------------------------------------------------------------------------------------------------------------------- DOLLAR GENERAL CORPORATION Agenda Number: 934162429 -------------------------------------------------------------------------------------------------------------------------- Security: 256677105 Meeting Type: Annual Ticker: DG Meeting Date: 27-May-2015 ISIN: US2566771059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: WARREN F. BRYANT Mgmt For For 1B. ELECTION OF DIRECTOR: MICHAEL M. CALBERT Mgmt For For 1C. ELECTION OF DIRECTOR: SANDRA B. COCHRAN Mgmt For For 1D. ELECTION OF DIRECTOR: RICHARD W. DREILING Mgmt For For 1E. ELECTION OF DIRECTOR: PATRICIA D. FILI-KRUSHEL Mgmt For For 1F. ELECTION OF DIRECTOR: PAULA A. PRICE Mgmt For For 1G. ELECTION OF DIRECTOR: WILLIAM C. RHODES, III Mgmt For For 1H. ELECTION OF DIRECTOR: DAVID B. RICKARD Mgmt For For 2. TO RATIFY ERNST & YOUNG LLP AS THE INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. -------------------------------------------------------------------------------------------------------------------------- DOVER CORPORATION Agenda Number: 934150537 -------------------------------------------------------------------------------------------------------------------------- Security: 260003108 Meeting Type: Annual Ticker: DOV Meeting Date: 07-May-2015 ISIN: US2600031080 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: R.W. CREMIN Mgmt For For 1B. ELECTION OF DIRECTOR: J-P. M. ERGAS Mgmt For For 1C. ELECTION OF DIRECTOR: P.T. FRANCIS Mgmt For For 1D. ELECTION OF DIRECTOR: K.C. GRAHAM Mgmt For For 1E. ELECTION OF DIRECTOR: M.F. JOHNSTON Mgmt For For 1F. ELECTION OF DIRECTOR: R.A. LIVINGSTON Mgmt For For 1G. ELECTION OF DIRECTOR: R.K. LOCHRIDGE Mgmt For For 1H. ELECTION OF DIRECTOR: B.G. RETHORE Mgmt For For 1I. ELECTION OF DIRECTOR: M.B. STUBBS Mgmt For For 1J. ELECTION OF DIRECTOR: S.M. TODD Mgmt For For 1K. ELECTION OF DIRECTOR: S.K. WAGNER Mgmt For For 1L. ELECTION OF DIRECTOR: M.A. WINSTON Mgmt For For 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3. TO APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE Mgmt For For OFFICER COMPENSATION. 4. TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING Shr For Against SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED -------------------------------------------------------------------------------------------------------------------------- E*TRADE FINANCIAL CORPORATION Agenda Number: 934153848 -------------------------------------------------------------------------------------------------------------------------- Security: 269246401 Meeting Type: Annual Ticker: ETFC Meeting Date: 07-May-2015 ISIN: US2692464017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: RICHARD J. CARBONE Mgmt For For 1B. ELECTION OF DIRECTOR: JAMES P. HEALY Mgmt For For 1C. ELECTION OF DIRECTOR: PAUL T. IDZIK Mgmt For For 1D. ELECTION OF DIRECTOR: FREDERICK W. KANNER Mgmt For For 1E. ELECTION OF DIRECTOR: JAMES LAM Mgmt For For 1F. ELECTION OF DIRECTOR: RODGER A. LAWSON Mgmt For For 1G. ELECTION OF DIRECTOR: SHELLEY B. LEIBOWITZ Mgmt For For 1H. ELECTION OF DIRECTOR: REBECCA SAEGER Mgmt For For 1I. ELECTION OF DIRECTOR: JOSEPH L. SCLAFANI Mgmt For For 1J. ELECTION OF DIRECTOR: GARY H. STERN Mgmt For For 1K. ELECTION OF DIRECTOR: DONNA L. WEAVER Mgmt For For 2. TO APPROVE THE ADOPTION OF THE 2015 OMNIBUS INCENTIVE Mgmt For For PLAN 3. TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE Mgmt For For OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT FOR THE 2015 ANNUAL MEETING 4. TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS Mgmt For For THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 -------------------------------------------------------------------------------------------------------------------------- ENDURANCE SPECIALTY HOLDINGS LTD. Agenda Number: 934172367 -------------------------------------------------------------------------------------------------------------------------- Security: G30397106 Meeting Type: Annual Ticker: ENH Meeting Date: 20-May-2015 ISIN: BMG303971060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: JOHN T. BAILY Mgmt For For 1B. ELECTION OF DIRECTOR: NORMAN BARHAM Mgmt For For 1C. ELECTION OF DIRECTOR: GALEN R. BARNES Mgmt For For 1D. ELECTION OF DIRECTOR: WILLIAM H. BOLINDER Mgmt For For 1E. ELECTION OF DIRECTOR: PHILIP M. BUTTERFIELD Mgmt For For 1F. ELECTION OF DIRECTOR: STEVEN W. CARLSEN Mgmt For For 1G. ELECTION OF DIRECTOR: JOHN R. CHARMAN Mgmt For For 1H. ELECTION OF DIRECTOR: SUSAN S. FLEMING Mgmt For For 1I. ELECTION OF DIRECTOR: SCOTT D. MOORE Mgmt For For 1J. ELECTION OF DIRECTOR: WILLIAM J. RAVER Mgmt For For 1K. ELECTION OF DIRECTOR: ROBERT A. SPASS Mgmt For For 2. TO APPOINT ERNST & YOUNG LTD. AS THE COMPANY'S Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015 AND TO AUTHORIZE THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE, TO SET THE FEES FOR ERNST & YOUNG LTD. 3. NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION Mgmt Against Against OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 4. TO ADOPT THE 2015 EMPLOYEE SHARE PURCHASE PLAN. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- EQUINIX, INC. Agenda Number: 934214090 -------------------------------------------------------------------------------------------------------------------------- Security: 29444U700 Meeting Type: Annual Ticker: EQIX Meeting Date: 27-May-2015 ISIN: US29444U7000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR THOMAS BARTLETT Mgmt For For GARY HROMADKO Mgmt For For SCOTT KRIENS Mgmt For For WILLIAM LUBY Mgmt For For IRVING LYONS, III Mgmt For For CHRISTOPHER PAISLEY Mgmt For For STEPHEN SMITH Mgmt For For PETER VAN CAMP Mgmt For For 2. TO APPROVE BY A NON-BINDING ADVISORY VOTE THE Mgmt For For COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- FIDELITY NAT'L INFORMATION SERVICES,INC. Agenda Number: 934174474 -------------------------------------------------------------------------------------------------------------------------- Security: 31620M106 Meeting Type: Annual Ticker: FIS Meeting Date: 27-May-2015 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: WILLIAM P. FOLEY, II Mgmt For For 1C. ELECTION OF DIRECTOR: THOMAS M. HAGERTY Mgmt For For 1D. ELECTION OF DIRECTOR: KEITH W. HUGHES Mgmt For For 1E. ELECTION OF DIRECTOR: DAVID K. HUNT Mgmt For For 1F. ELECTION OF DIRECTOR: STEPHAN A. JAMES Mgmt For For 1G. ELECTION OF DIRECTOR: FRANK R. MARTIRE Mgmt For For 1H. ELECTION OF DIRECTOR: RICHARD N. MASSEY Mgmt For For 1I. ELECTION OF DIRECTOR: LESLIE M. MUMA Mgmt For For 1J. ELECTION OF DIRECTOR: GARY A. NORCROSS Mgmt For For 1K. ELECTION OF DIRECTOR: JAMES B. STALLINGS, JR. Mgmt For For 2. ADVISORY VOTE ON FIDELITY NATIONAL INFORMATION Mgmt For For SERVICES, INC. EXECUTIVE COMPENSATION. 3. TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE FIS Mgmt For For 2008 OMNIBUS INCENTIVE PLAN. 4. TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. -------------------------------------------------------------------------------------------------------------------------- GREAT PLAINS ENERGY INCORPORATED Agenda Number: 934149560 -------------------------------------------------------------------------------------------------------------------------- Security: 391164100 Meeting Type: Annual Ticker: GXP Meeting Date: 05-May-2015 ISIN: US3911641005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR TERRY BASSHAM Mgmt For For DAVID L. BODDE Mgmt For For RANDALL C. FERGUSON, JR Mgmt For For GARY D. FORSEE Mgmt For For SCOTT D. GRIMES Mgmt For For THOMAS D. HYDE Mgmt For For JAMES A. MITCHELL Mgmt For For ANN D. MURTLOW Mgmt For For JOHN J. SHERMAN Mgmt For For LINDA H. TALBOTT Mgmt For For 2. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE 2014 Mgmt For For COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Mgmt For For THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 4. SHAREHOLDER PROPOSAL REQUESTING ADOPTION OF EMISSIONS Shr For Against REDUCTION GOALS AND A REPORT ON CARBON REDUCTION, IF PRESENTED AT THE MEETING BY THE PROPONENTS. -------------------------------------------------------------------------------------------------------------------------- HASBRO, INC. Agenda Number: 934174791 -------------------------------------------------------------------------------------------------------------------------- Security: 418056107 Meeting Type: Annual Ticker: HAS Meeting Date: 21-May-2015 ISIN: US4180561072 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR BASIL L. ANDERSON Mgmt For For ALAN R. BATKIN Mgmt For For KENNETH A. BRONFIN Mgmt For For MICHAEL R. BURNS Mgmt For For LISA GERSH Mgmt For For BRIAN D. GOLDNER Mgmt For For ALAN G. HASSENFELD Mgmt For For TRACY A. LEINBACH Mgmt For For EDWARD M. PHILIP Mgmt For For RICHARD S. STODDART Mgmt For For LINDA K. ZECHER Mgmt For For 2. THE ADOPTION, ON AN ADVISORY BASIS, OF A RESOLUTION Mgmt For For APPROVING THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF HASBRO, INC., AS DESCRIBED IN THE "COMPENSATION DISCUSSION AND ANALYSIS" AND "EXECUTIVE COMPENSATION" SECTIONS OF THE 2015 PROXY STATEMENT. 3. RATIFICATION OF THE SELECTION OF KPMG LLP AS HASBRO, Mgmt For For INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 4. SHAREHOLDER PROPOSAL: PROXY ACCESS Shr For Against 5. SHAREHOLDER PROPOSAL: POST-TERMINATION HOLDING PERIOD Shr For Against FOR PORTION OF EQUITY HELD BY SENIOR EXECUTIVES 6. SHAREHOLDER PROPOSAL: LIMITATION ON VESTING OF EQUITY Shr For Against HELD BY SENIOR EXECUTIVES FOLLOWING A CHANGE IN CONTROL -------------------------------------------------------------------------------------------------------------------------- HOST HOTELS & RESORTS, INC. Agenda Number: 934177759 -------------------------------------------------------------------------------------------------------------------------- Security: 44107P104 Meeting Type: Annual Ticker: HST Meeting Date: 14-May-2015 ISIN: US44107P1049 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: MARY L. BAGLIVO Mgmt For For 1.2 ELECTION OF DIRECTOR: SHEILA C. BAIR Mgmt For For 1.3 ELECTION OF DIRECTOR: TERENCE C. GOLDEN Mgmt For For 1.4 ELECTION OF DIRECTOR: ANN M. KOROLOGOS Mgmt For For 1.5 ELECTION OF DIRECTOR: RICHARD E. MARRIOTT Mgmt For For 1.6 ELECTION OF DIRECTOR: JOHN B. MORSE, JR. Mgmt For For 1.7 ELECTION OF DIRECTOR: WALTER C. RAKOWICH Mgmt For For 1.8 ELECTION OF DIRECTOR: GORDON H. SMITH Mgmt For For 1.9 ELECTION OF DIRECTOR: W. EDWARD WALTER Mgmt For For 2. RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. Mgmt For For 4. STOCKHOLDER PROPOSAL RELATING TO BYLAW AMENDMENTS. Shr For Against -------------------------------------------------------------------------------------------------------------------------- IAC/INTERACTIVECORP Agenda Number: 934219280 -------------------------------------------------------------------------------------------------------------------------- Security: 44919P508 Meeting Type: Annual Ticker: IACI Meeting Date: 24-Jun-2015 ISIN: US44919P5089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR EDGAR BRONFMAN, JR. Mgmt For For CHELSEA CLINTON Mgmt For For SONALI DE RYCKER Mgmt For For BARRY DILLER Mgmt For For MICHAEL D. EISNER Mgmt For For BONNIE HAMMER Mgmt For For VICTOR A. KAUFMAN Mgmt For For BRYAN LOURD Mgmt For For DAVID ROSENBLATT Mgmt For For ALAN G. SPOON Mgmt For For A. VON FURSTENBERG Mgmt For For RICHARD F. ZANNINO Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For AS IAC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------------------------------------------------- INGREDION INC Agenda Number: 934171478 -------------------------------------------------------------------------------------------------------------------------- Security: 457187102 Meeting Type: Annual Ticker: INGR Meeting Date: 20-May-2015 ISIN: US4571871023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: LUIS ARANGUREN-TRELLEZ Mgmt For For 1B. ELECTION OF DIRECTOR: DAVID B. FISCHER Mgmt For For 1C. ELECTION OF DIRECTOR: ILENE S. GORDON Mgmt For For 1D. ELECTION OF DIRECTOR: PAUL HANRAHAN Mgmt For For 1E. ELECTION OF DIRECTOR: RHONDA L. JORDAN Mgmt For For 1F. ELECTION OF DIRECTOR: GREGORY B. KENNY Mgmt For For 1G. ELECTION OF DIRECTOR: BARBARA A. KLEIN Mgmt For For 1H. ELECTION OF DIRECTOR: VICTORIA J. REICH Mgmt For For 1I. ELECTION OF DIRECTOR: DWAYNE A. WILSON Mgmt For For 2. TO APPROVE, BY ADVISORY VOTE, THE COMPENSATION OF THE Mgmt For For COMPANY'S "NAMED EXECUTIVE OFFICERS" 3. TO APPROVE THE INGREDION INCORPORATED ANNUAL INCENTIVE Mgmt For For PLAN 4. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY AND ITS SUBSIDIARIES, IN RESPECT OF THE COMPANY'S OPERATIONS IN 2015 -------------------------------------------------------------------------------------------------------------------------- INVESTORS BANCORP, INC. Agenda Number: 934217123 -------------------------------------------------------------------------------------------------------------------------- Security: 46146L101 Meeting Type: Annual Ticker: ISBC Meeting Date: 08-May-2015 ISIN: US46146L1017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR ROBERT M. CASHILL Mgmt No vote KEVIN CUMMINGS Mgmt No vote BRIAN D. DITTENHAFER Mgmt No vote MICHELE N. SIEKERKA Mgmt No vote 2. THE APPROVAL OF THE INVESTORS BANCORP, INC. 2015 Mgmt No vote EQUITY INCENTIVE PLAN. 3. THE APPROVAL OF A NON-BINDING, ADVISORY PROPOSAL TO Mgmt No vote APPROVE THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS. 4. THE APPROVAL OF A NON-BINDING, ADVISORY PROPOSAL TO Mgmt No vote VOTE ON THE FREQUENCY OF STOCKHOLDER VOTING ON EXECUTIVE COMPENSATION. 5. THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Mgmt No vote INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR INVESTORS BANCORP, INC. FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- INVESTORS BANCORP, INC. Agenda Number: 934223227 -------------------------------------------------------------------------------------------------------------------------- Security: 46146L101 Meeting Type: Annual Ticker: ISBC Meeting Date: 09-Jun-2015 ISIN: US46146L1017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR ROBERT M. CASHILL Mgmt For For KEVIN CUMMINGS Mgmt For For BRIAN D. DITTENHAFER Mgmt For For MICHELE N. SIEKERKA Mgmt For For 2. THE APPROVAL OF THE INVESTORS BANCORP, INC. 2015 Mgmt For For EQUITY INCENTIVE PLAN. 3. THE APPROVAL OF A NON-BINDING, ADVISORY PROPOSAL TO Mgmt For For APPROVE THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS. 4. THE APPROVAL OF A NON-BINDING, ADVISORY PROPOSAL TO Mgmt 1 Year For VOTE ON THE FREQUENCY OF STOCKHOLDER VOTING ON EXECUTIVE COMPENSATION. 5. THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR INVESTORS BANCORP, INC. FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- JUNIPER NETWORKS, INC. Agenda Number: 934171226 -------------------------------------------------------------------------------------------------------------------------- Security: 48203R104 Meeting Type: Annual Ticker: JNPR Meeting Date: 19-May-2015 ISIN: US48203R1041 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: ROBERT M. CALDERONI Mgmt For For 1B. ELECTION OF DIRECTOR: GARY DAICHENDT Mgmt For For 1C. ELECTION OF DIRECTOR: KEVIN DENUCCIO Mgmt For For 1D. ELECTION OF DIRECTOR: JAMES DOLCE Mgmt For For 1E. ELECTION OF DIRECTOR: MERCEDES JOHNSON Mgmt For For 1F. ELECTION OF DIRECTOR: SCOTT KRIENS Mgmt For For 1G. ELECTION OF DIRECTOR: RAHUL MERCHANT Mgmt For For 1H. ELECTION OF DIRECTOR: RAMI RAHIM Mgmt For For 1I. ELECTION OF DIRECTOR: PRADEEP SINDHU Mgmt For For 1J. ELECTION OF DIRECTOR: WILLIAM STENSRUD Mgmt For For 2 RATIFICATION OF ERNST & YOUNG LLP, AN INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM, AS AUDITORS. 3 APPROVAL OF THE 2015 EQUITY INCENTIVE PLAN ... (DUE TO Mgmt Against Against SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 4 APPROVAL OF AN AMENDMENT AND RESTATEMENT TO THE Mgmt For For JUNIPER NETWORKS, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE MAXIMUM NUMBER OF SHARES AVAILABLE FOR SALE THEREUNDER BY 7,000,000 SHARES. 5 APPROVAL OF A NON-BINDING ADVISORY RESOLUTION ON Mgmt For For EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- KAR AUCTION SERVICES INC Agenda Number: 934196254 -------------------------------------------------------------------------------------------------------------------------- Security: 48238T109 Meeting Type: Annual Ticker: KAR Meeting Date: 03-Jun-2015 ISIN: US48238T1097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: TODD F. BOURELL Mgmt For For 1B. ELECTION OF DIRECTOR: DONNA R. ECTON Mgmt For For 1C. ELECTION OF DIRECTOR: PETER R. FORMANEK Mgmt For For 1D. ELECTION OF DIRECTOR: JAMES P. HALLETT Mgmt For For 1E. ELECTION OF DIRECTOR: MARK E. HILL Mgmt For For 1F. ELECTION OF DIRECTOR: J. MARK HOWELL Mgmt For For 1G. ELECTION OF DIRECTOR: LYNN JOLLIFFE Mgmt For For 1H. ELECTION OF DIRECTOR: MICHAEL T. KESTNER Mgmt For For 1I. ELECTION OF DIRECTOR: JOHN P. LARSON Mgmt For For 1J. ELECTION OF DIRECTOR: STEPHEN E. SMITH Mgmt For For 2. TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF KPMG Mgmt For For LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------------------------------------------------- MOLSON COORS BREWING CO. Agenda Number: 934198602 -------------------------------------------------------------------------------------------------------------------------- Security: 60871R209 Meeting Type: Annual Ticker: TAP Meeting Date: 03-Jun-2015 ISIN: US60871R2094 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR ROGER G. EATON Mgmt For For CHARLES M. HERINGTON Mgmt For For H. SANFORD RILEY Mgmt For For 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF Mgmt For For THE COMPANY'S NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- NEWFIELD EXPLORATION COMPANY Agenda Number: 934165134 -------------------------------------------------------------------------------------------------------------------------- Security: 651290108 Meeting Type: Annual Ticker: NFX Meeting Date: 15-May-2015 ISIN: US6512901082 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: LEE K. BOOTHBY Mgmt For For 1B. ELECTION OF DIRECTOR: PAMELA J. GARDNER Mgmt For For 1C. ELECTION OF DIRECTOR: JOHN RANDOLPH KEMP III Mgmt For For 1D. ELECTION OF DIRECTOR: STEVEN W. NANCE Mgmt For For 1E. ELECTION OF DIRECTOR: THOMAS G. RICKS Mgmt For For 1F. ELECTION OF DIRECTOR: JUANITA M. ROMANS Mgmt For For 1G. ELECTION OF DIRECTOR: JOHN W. SCHANCK Mgmt For For 1H. ELECTION OF DIRECTOR: J. TERRY STRANGE Mgmt For For 2. RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS INDEPENDENT AUDITOR FOR FISCAL 2015. 3. ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. Mgmt Against Against 4. APPROVAL OF SECOND AMENDED AND RESTATED NEWFIELD Mgmt For For EXPLORATION COMPANY 2011 OMNIBUS STOCK PLAN. 5A. APPROVAL OF MATERIAL TERMS OF THE PERFORMANCE GOALS Mgmt For For FOR PERFORMANCE AWARDS UNDER 2011 OMNIBUS STOCK PLAN. 5B. APPROVAL OF MATERIAL TERMS OF THE PERFORMANCE GOALS Mgmt For For AND METRICS UNDER 2011 ANNUAL INCENTIVE PLAN. 6A. APPROVAL OF AMENDMENT TO THIRD AMENDED AND RESTATED Mgmt For For CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK. 6B. APPROVAL OF AMENDMENT TO THIRD AMENDED & RESTATED Mgmt Against Against CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF PREFERRED STOCK. -------------------------------------------------------------------------------------------------------------------------- OASIS PETROLEUM INC Agenda Number: 934150931 -------------------------------------------------------------------------------------------------------------------------- Security: 674215108 Meeting Type: Annual Ticker: OAS Meeting Date: 04-May-2015 ISIN: US6742151086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR WILLIAM J. CASSIDY Mgmt For For TAYLOR L. REID Mgmt For For BOBBY S. SHACKOULS Mgmt For For 2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF Mgmt Against Against OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE "EXECUTIVE COMPENSATION AND OTHER INFORMATION - COMPENSATION DISCUSSION AND ANALYSIS" SECTION OF THE ACCOMPANYING PROXY STATEMENT. 4. TO APPROVE THE FIRST AMENDMENT TO THE AMENDED AND Mgmt For For RESTATED 2010 LONG-TERM INCENTIVE PLAN (THE "LTIP") TO INCREASE THE MAXIMUM NUMBER OF SHARES THAT MAY BE ISSUED UNDER THE LTIP BY 1,350,000 SHARES (THE "ADDITIONAL SHARES"). 5. TO APPROVE THE MATERIAL TERMS OF THE LTIP FOR PURPOSES Mgmt For For OF COMPLYING WITH SECTION 162(M) OF THE INTERNAL REVENUE CODE WITH RESPECT TO THE ADDITIONAL SHARES. 6. TO REQUEST THAT THE BOARD ADOPT A POLICY THAT THE Shr For Against BOARD'S CHAIRMAN SHOULD BE AN INDEPENDENT DIRECTOR WHO HAS NOT PREVIOUSLY SERVED AS AN EXECUTIVE OFFICER OF THE COMPANY. -------------------------------------------------------------------------------------------------------------------------- PENTAIR PLC Agenda Number: 934143974 -------------------------------------------------------------------------------------------------------------------------- Security: G7S00T104 Meeting Type: Annual Ticker: PNR Meeting Date: 05-May-2015 ISIN: IE00BLS09M33 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: GLYNIS A. BRYAN Mgmt For For 1B. ELECTION OF DIRECTOR: JERRY W. BURRIS Mgmt For For 1C. ELECTION OF DIRECTOR: CAROL ANTHONY (JOHN) DAVIDSON Mgmt For For 1D. ELECTION OF DIRECTOR: JACQUES ESCULIER Mgmt For For 1E. ELECTION OF DIRECTOR: T. MICHAEL GLENN Mgmt For For 1F. ELECTION OF DIRECTOR: DAVID H.Y. HO Mgmt For For 1G. ELECTION OF DIRECTOR: RANDALL J. HOGAN Mgmt For For 1H. ELECTION OF DIRECTOR: DAVID A. JONES Mgmt For For 1I. ELECTION OF DIRECTOR: RONALD L. MERRIMAN Mgmt For For 1J. ELECTION OF DIRECTOR: WILLIAM T. MONAHAN Mgmt For For 1K. ELECTION OF DIRECTOR: BILLIE IDA WILLIAMSON Mgmt For For 2. TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE Mgmt For For COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3. TO RATIFY, BY NON-BINDING ADVISORY VOTE, THE Mgmt For For APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF PENTAIR PLC AND TO AUTHORIZE, BY BINDING VOTE, THE AUDIT AND FINANCE COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITORS' REMUNERATION. 4. TO AUTHORIZE HOLDING THE 2016 ANNUAL GENERAL MEETING Mgmt For For OF SHAREHOLDERS OF PENTAIR PLC AT A LOCATION OUTSIDE OF IRELAND. 5. TO AUTHORIZE THE PRICE RANGE AT WHICH PENTAIR PLC CAN Mgmt For For REISSUE SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAW (SPECIAL RESOLUTION). -------------------------------------------------------------------------------------------------------------------------- PIONEER NATURAL RESOURCES COMPANY Agenda Number: 934162885 -------------------------------------------------------------------------------------------------------------------------- Security: 723787107 Meeting Type: Annual Ticker: PXD Meeting Date: 20-May-2015 ISIN: US7237871071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: EDISON C. BUCHANAN Mgmt For For 1B. ELECTION OF DIRECTOR: ANDREW F. CATES Mgmt For For 1C. ELECTION OF DIRECTOR: TIMOTHY L. DOVE Mgmt For For 1D. ELECTION OF DIRECTOR: PHILLIP A. GOBE Mgmt For For 1E. ELECTION OF DIRECTOR: LARRY R. GRILLOT Mgmt For For 1F. ELECTION OF DIRECTOR: STACY P. METHVIN Mgmt For For 1G. ELECTION OF DIRECTOR: ROYCE W. MITCHELL Mgmt For For 1H. ELECTION OF DIRECTOR: FRANK A. RISCH Mgmt For For 1I. ELECTION OF DIRECTOR: SCOTT D. SHEFFIELD Mgmt For For 1J. ELECTION OF DIRECTOR: J. KENNETH THOMPSON Mgmt For For 1K. ELECTION OF DIRECTOR: PHOEBE A. WOOD Mgmt For For 2. RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED Mgmt For For PUBLIC ACCOUNTING FIRM 3. ADVISORY VOTE TO APPROVE EXECUTIVE OFFICER Mgmt For For COMPENSATION 4. STOCKHOLDER PROPOSAL RELATING TO PROXY ACCESS Shr For Against -------------------------------------------------------------------------------------------------------------------------- PORTLAND GENERAL ELECTRIC CO Agenda Number: 934152288 -------------------------------------------------------------------------------------------------------------------------- Security: 736508847 Meeting Type: Annual Ticker: POR Meeting Date: 06-May-2015 ISIN: US7365088472 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: JOHN W. BALLANTINE Mgmt For For 1B. ELECTION OF DIRECTOR: RODNEY L. BROWN, JR. Mgmt For For 1C. ELECTION OF DIRECTOR: JACK E. DAVIS Mgmt For For 1D. ELECTION OF DIRECTOR: DAVID A. DIETZLER Mgmt For For 1E. ELECTION OF DIRECTOR: KIRBY A. DYESS Mgmt For For 1F. ELECTION OF DIRECTOR: MARK B. GANZ Mgmt For For 1G. ELECTION OF DIRECTOR: KATHRYN J. JACKSON Mgmt For For 1H. ELECTION OF DIRECTOR: NEIL J. NELSON Mgmt For For 1I. ELECTION OF DIRECTOR: M. LEE PELTON Mgmt For For 1J. ELECTION OF DIRECTOR: JAMES J. PIRO Mgmt For For 1K. ELECTION OF DIRECTOR: CHARLES W. SHIVERY Mgmt For For 2. TO RATIFY THE APPOINTMENT OF DELOITTE AND TOUCHE LLP Mgmt For For AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2015. 3. TO APPROVE, BY A NON-BINDING VOTE, THE COMPENSATION OF Mgmt For For THE COMPANY'S NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- QUEST DIAGNOSTICS INCORPORATED Agenda Number: 934187609 -------------------------------------------------------------------------------------------------------------------------- Security: 74834L100 Meeting Type: Annual Ticker: DGX Meeting Date: 15-May-2015 ISIN: US74834L1008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: JENNE K. BRITELL, PH.D. Mgmt For For 1.2 ELECTION OF DIRECTOR: VICKY B. GREGG Mgmt For For 1.3 ELECTION OF DIRECTOR: JEFFREY M. LEIDEN, M.D., PH.D. Mgmt For For 1.4 ELECTION OF DIRECTOR: TIMOTHY L. MAIN Mgmt For For 1.5 ELECTION OF DIRECTOR: TIMOTHY M. RING Mgmt For For 1.6 ELECTION OF DIRECTOR: DANIEL C. STANZIONE, PH.D. Mgmt For For 1.7 ELECTION OF DIRECTOR: GAIL R. WILENSKY, PH.D. Mgmt For For 1.8 ELECTION OF DIRECTOR: JOHN B. ZIEGLER Mgmt For For 2. AN ADVISORY RESOLUTION TO APPROVE EXECUTIVE Mgmt Against Against COMPENSATION 3. RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 4. APPROVAL OF AMENDMENTS TO THE AMENDED AND RESTATED Mgmt For For EMPLOYEE LONG-TERM INCENTIVE PLAN 5. STOCKHOLDER PROPOSAL REGARDING STOCKHOLDERS ACTING BY Shr For Against WRITTEN CONSENT IN LIEU OF A MEETING -------------------------------------------------------------------------------------------------------------------------- RANGE RESOURCES CORPORATION Agenda Number: 934167342 -------------------------------------------------------------------------------------------------------------------------- Security: 75281A109 Meeting Type: Annual Ticker: RRC Meeting Date: 19-May-2015 ISIN: US75281A1097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: ANTHONY V. DUB Mgmt For For 1B. ELECTION OF DIRECTOR: V. RICHARD EALES Mgmt For For 1C. ELECTION OF DIRECTOR: ALLEN FINKELSON Mgmt For For 1D. ELECTION OF DIRECTOR: JAMES M. FUNK Mgmt For For 1E. ELECTION OF DIRECTOR: CHRISTOPHER A. HELMS Mgmt For For 1F. ELECTION OF DIRECTOR: JONATHAN S. LINKER Mgmt For For 1G. ELECTION OF DIRECTOR: MARY RALPH LOWE Mgmt For For 1H. ELECTION OF DIRECTOR: KEVIN S. MCCARTHY Mgmt For For 1I. ELECTION OF DIRECTOR: JOHN H. PINKERTON Mgmt For For 1J. ELECTION OF DIRECTOR: JEFFREY L. VENTURA Mgmt For For 2. A PROPOSAL TO APPROVE THE COMPENSATION PHILOSOPHY, Mgmt For For POLICIES AND PROCEDURES DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS. 3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AS OF AND FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4. STOCKHOLDER PROPOSAL - REQUESTING ADOPTION OF A PROXY Shr For Against ACCESS BYLAW. -------------------------------------------------------------------------------------------------------------------------- REINSURANCE GROUP OF AMERICA, INC. Agenda Number: 934167051 -------------------------------------------------------------------------------------------------------------------------- Security: 759351604 Meeting Type: Annual Ticker: RGA Meeting Date: 20-May-2015 ISIN: US7593516047 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR FREDERICK J. SIEVERT Mgmt For For STANLEY B. TULIN Mgmt For For A. GREIG WOODRING Mgmt For For 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER Mgmt For For COMPENSATION 3. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE Mgmt For For COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 -------------------------------------------------------------------------------------------------------------------------- THE ALLSTATE CORPORATION Agenda Number: 934167176 -------------------------------------------------------------------------------------------------------------------------- Security: 020002101 Meeting Type: Annual Ticker: ALL Meeting Date: 19-May-2015 ISIN: US0200021014 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: ROBERT D. BEYER Mgmt For For 1B. ELECTION OF DIRECTOR: KERMIT R. CRAWFORD Mgmt For For 1C. ELECTION OF DIRECTOR: MICHAEL L. ESKEW Mgmt For For 1D. ELECTION OF DIRECTOR: HERBERT L. HENKEL Mgmt For For 1E. ELECTION OF DIRECTOR: SIDDHARTH N. MEHTA Mgmt For For 1F. ELECTION OF DIRECTOR: ANDREA REDMOND Mgmt For For 1G. ELECTION OF DIRECTOR: JOHN W. ROWE Mgmt For For 1H. ELECTION OF DIRECTOR: JUDITH A. SPRIESER Mgmt For For 1I. ELECTION OF DIRECTOR: MARY ALICE TAYLOR Mgmt For For 1J. ELECTION OF DIRECTOR: THOMAS J. WILSON Mgmt For For 2. ADVISORY VOTE TO APPROVE THE EXECUTIVE COMPENSATION OF Mgmt For For THE NAMED EXECUTIVE OFFICERS. 3. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP AS ALLSTATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2015. 4. STOCKHOLDER PROPOSAL ON EQUITY RETENTION BY SENIOR Shr For Against EXECUTIVES. -------------------------------------------------------------------------------------------------------------------------- THE HANOVER INSURANCE GROUP, INC. Agenda Number: 934160831 -------------------------------------------------------------------------------------------------------------------------- Security: 410867105 Meeting Type: Annual Ticker: THG Meeting Date: 19-May-2015 ISIN: US4108671052 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR FOR ONE-YEAR TERM EXPIRING IN Mgmt For For 2016: NEAL F. FINNEGAN 1.2 ELECTION OF DIRECTOR FOR THREE-YEAR TERM EXPIRING IN Mgmt For For 2018: P. KEVIN CONDRON 1.3 ELECTION OF DIRECTOR FOR THREE-YEAR TERM EXPIRING IN Mgmt For For 2018: CYNTHIA L. EGAN 1.4 ELECTION OF DIRECTOR FOR THREE-YEAR TERM EXPIRING IN Mgmt For For 2018: JOSEPH R. RAMRATH 1.5 ELECTION OF DIRECTOR FOR THREE-YEAR TERM EXPIRING IN Mgmt For For 2018: HARRIETT "TEE" TAGGART 2. THE ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE Mgmt For For COMPENSATION. 3. THE RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE HANOVER INSURANCE GROUP, INC. FOR 2015. -------------------------------------------------------------------------------------------------------------------------- THE HARTFORD FINANCIAL SVCS GROUP, INC. Agenda Number: 934170096 -------------------------------------------------------------------------------------------------------------------------- Security: 416515104 Meeting Type: Annual Ticker: HIG Meeting Date: 20-May-2015 ISIN: US4165151048 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: ROBERT B. ALLARDICE, III Mgmt For For 1B. ELECTION OF DIRECTOR: TREVOR FETTER Mgmt For For 1C. ELECTION OF DIRECTOR: KATHRYN A. MIKELLS Mgmt For For 1D. ELECTION OF DIRECTOR: MICHAEL G. MORRIS Mgmt For For 1E. ELECTION OF DIRECTOR: THOMAS A. RENYI Mgmt For For 1F. ELECTION OF DIRECTOR: JULIE G. RICHARDSON Mgmt For For 1G. ELECTION OF DIRECTOR: TERESA W. ROSEBOROUGH Mgmt For For 1H. ELECTION OF DIRECTOR: VIRGINIA P. RUESTERHOLZ Mgmt For For 1I. ELECTION OF DIRECTOR: CHARLES B. STRAUSS Mgmt For For 1J. ELECTION OF DIRECTOR: CHRISTOPHER J. SWIFT Mgmt For For 1K. ELECTION OF DIRECTOR: H. PATRICK SWYGERT Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP AS THE ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3. MANAGEMENT PROPOSAL TO APPROVE, ON A NON-BINDING Mgmt For For ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT -------------------------------------------------------------------------------------------------------------------------- THE INTERPUBLIC GROUP OF COMPANIES, INC. Agenda Number: 934170262 -------------------------------------------------------------------------------------------------------------------------- Security: 460690100 Meeting Type: Annual Ticker: IPG Meeting Date: 21-May-2015 ISIN: US4606901001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: JOCELYN CARTER-MILLER Mgmt For For 1B ELECTION OF DIRECTOR: DEBORAH G. ELLINGER Mgmt For For 1C ELECTION OF DIRECTOR: H. JOHN GREENIAUS Mgmt For For 1D ELECTION OF DIRECTOR: MARY STEELE GUILFOILE Mgmt For For 1E ELECTION OF DIRECTOR: DAWN HUDSON Mgmt For For 1F ELECTION OF DIRECTOR: WILLIAM T. KERR Mgmt For For 1G ELECTION OF DIRECTOR: HENRY S. MILLER Mgmt For For 1H ELECTION OF DIRECTOR: JONATHAN F. MILLER Mgmt For For 1I ELECTION OF DIRECTOR: MICHAEL I. ROTH Mgmt For For 1J ELECTION OF DIRECTOR: DAVID M. THOMAS Mgmt For For 2 RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS INTERPUBLIC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER Mgmt For For COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- THE KROGER CO. Agenda Number: 934224697 -------------------------------------------------------------------------------------------------------------------------- Security: 501044101 Meeting Type: Annual Ticker: KR Meeting Date: 25-Jun-2015 ISIN: US5010441013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: NORA A. AUFREITER Mgmt For For 1B. ELECTION OF DIRECTOR: ROBERT D. BEYER Mgmt For For 1C. ELECTION OF DIRECTOR: SUSAN J. KROPF Mgmt For For 1D. ELECTION OF DIRECTOR: DAVID B. LEWIS Mgmt For For 1E. ELECTION OF DIRECTOR: W. RODNEY MCMULLEN Mgmt For For 1F. ELECTION OF DIRECTOR: JORGE P. MONTOYA Mgmt For For 1G. ELECTION OF DIRECTOR: CLYDE R. MOORE Mgmt For For 1H. ELECTION OF DIRECTOR: SUSAN M. PHILLIPS Mgmt For For 1I. ELECTION OF DIRECTOR: JAMES A. RUNDE Mgmt For For 1J. ELECTION OF DIRECTOR: RONALD L. SARGENT Mgmt For For 1K. ELECTION OF DIRECTOR: BOBBY S. SHACKOULS Mgmt For For 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION Mgmt For For 3. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP, AS Mgmt For For AUDITORS. 4. A SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, TO Shr For Against PUBLISH A REPORT ON HUMAN RIGHTS RISKS OF OPERATIONS AND SUPPLY CHAIN. 5. A SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, TO Shr For Against ISSUE A REPORT ASSESSING THE ENVIRONMENTAL IMPACTS OF USING UNRECYCLABLE PACKAGING FOR PRIVATE LABEL BRANDS. 6. A SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, TO Shr Against For ISSUE A REPORT REGARDING OPTIONS TO REDUCE OR ELIMINATE ANTIBIOTIC USE IN THE PRODUCTION OF PRIVATE LABEL MEATS. -------------------------------------------------------------------------------------------------------------------------- UNUM GROUP Agenda Number: 934162859 -------------------------------------------------------------------------------------------------------------------------- Security: 91529Y106 Meeting Type: Annual Ticker: UNM Meeting Date: 21-May-2015 ISIN: US91529Y1064 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: CYNTHIA L. EGAN Mgmt For For 1B. ELECTION OF DIRECTOR: PAMELA H. GODWIN Mgmt For For 1C. ELECTION OF DIRECTOR: TIMOTHY F. KEANEY Mgmt For For 1D. ELECTION OF DIRECTOR: THOMAS KINSER Mgmt For For 1E. ELECTION OF DIRECTOR: GLORIA C. LARSON Mgmt For For 1F. ELECTION OF DIRECTOR: A.S. MACMILLAN, JR. Mgmt For For 1G. ELECTION OF DIRECTOR: RICHARD P. MCKENNEY Mgmt For For 1H. ELECTION OF DIRECTOR: EDWARD J. MUHL Mgmt For For 1I. ELECTION OF DIRECTOR: WILLIAM J. RYAN Mgmt For For 1J. ELECTION OF DIRECTOR: THOMAS R. WATJEN Mgmt For For 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF Mgmt Against Against THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE Mgmt For For COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------------------------------------------------- WILLIS GROUP HOLDINGS PLC Agenda Number: 934194464 -------------------------------------------------------------------------------------------------------------------------- Security: G96666105 Meeting Type: Annual Ticker: WSH Meeting Date: 30-Jun-2015 ISIN: IE00B4XGY116 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: DOMINIC CASSERLEY Mgmt For For 1B. ELECTION OF DIRECTOR: ANNA C. CATALANO Mgmt For For 1C. ELECTION OF DIRECTOR: SIR ROY GARDNER Mgmt For For 1D. ELECTION OF DIRECTOR: SIR JEREMY HANLEY Mgmt For For 1E. ELECTION OF DIRECTOR: ROBYN S. KRAVIT Mgmt For For 1F. ELECTION OF DIRECTOR: WENDY E. LANE Mgmt For For 1G. ELECTION OF DIRECTOR: FRANCISCO LUZON Mgmt For For 1H. ELECTION OF DIRECTOR: JAMES F. MCCANN Mgmt Against Against 1I. ELECTION OF DIRECTOR: JAYMIN PATEL Mgmt For For 1J. ELECTION OF DIRECTOR: DOUGLAS B. ROBERTS Mgmt For For 1K. ELECTION OF DIRECTOR: MICHAEL J. SOMERS Mgmt For For 1L. ELECTION OF DIRECTOR: JEFFREY W. UBBEN Mgmt For For 2. TO RATIFY THE REAPPOINTMENT OF DELOITTE LLP AS Mgmt For For INDEPENDENT AUDITORS UNTIL THE CLOSE OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AND AUTHORIZE THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE, TO FIX THE AUDITOR'S REMUNERATION. 3. TO APPROVE, ON AN ADVISORY BASIS, THE NAMED EXECUTIVE Mgmt Against Against OFFICER COMPENSATION. 4. TO RENEW THE BOARD THE AUTHORITY TO ISSUE SHARES UNDER Mgmt For For IRISH LAW FOR ISSUANCES UP TO 33% OF THE COMPANY'S OUTSTANDING SHARE CAPITAL. 5. TO GRANT THE BOARD THE AUTHORITY TO OPT-OUT OF Mgmt For For STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW FOR RIGHTS ISSUES AND, SEPARATELY, FOR ISSUANCES UP TO 5% OF THE COMPANY'S OUTSTANDING SHARE CAPITAL. 6. TO AUTHORIZE HOLDING THE 2016 ANNUAL GENERAL MEETING Mgmt For For OF SHAREHOLDERS AT A LOCATION OUTSIDE OF IRELAND. -------------------------------------------------------------------------------------------------------------------------- XCEL ENERGY INC. Agenda Number: 934165615 -------------------------------------------------------------------------------------------------------------------------- Security: 98389B100 Meeting Type: Annual Ticker: XEL Meeting Date: 20-May-2015 ISIN: US98389B1008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: GAIL K. BOUDREAUX Mgmt For For 1B. ELECTION OF DIRECTOR: RICHARD K. DAVIS Mgmt For For 1C. ELECTION OF DIRECTOR: BEN FOWKE Mgmt For For 1D. ELECTION OF DIRECTOR: ALBERT F. MORENO Mgmt For For 1E. ELECTION OF DIRECTOR: RICHARD T. O'BRIEN Mgmt For For 1F. ELECTION OF DIRECTOR: CHRISTOPHER J. POLICINSKI Mgmt For For 1G. ELECTION OF DIRECTOR: A. PATRICIA SAMPSON Mgmt For For 1H. ELECTION OF DIRECTOR: JAMES J. SHEPPARD Mgmt For For 1I. ELECTION OF DIRECTOR: DAVID A. WESTERLUND Mgmt For For 1J. ELECTION OF DIRECTOR: KIM WILLIAMS Mgmt For For 1K. ELECTION OF DIRECTOR: TIMOTHY V. WOLF Mgmt For For 2. COMPANY PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, Mgmt For For EXECUTIVE COMPENSATION 3. COMPANY PROPOSAL TO APPROVE THE XCEL ENERGY INC. 2015 Mgmt For For OMNIBUS INCENTIVE PLAN 4. COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE Mgmt For For & TOUCHE LLP AS XCEL ENERGY INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 5. SHAREHOLDER PROPOSAL ON THE SEPARATION OF THE ROLES OF Shr Against For THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER -------------------------------------------------------------------------------------------------------------------------- XYLEM INC. Agenda Number: 934152985 -------------------------------------------------------------------------------------------------------------------------- Security: 98419M100 Meeting Type: Annual Ticker: XYL Meeting Date: 12-May-2015 ISIN: US98419M1009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: PATRICK K. DECKER Mgmt For For 1B. ELECTION OF DIRECTOR: VICTORIA D. HARKER Mgmt For For 1C. ELECTION OF DIRECTOR: MARKOS I. TAMBAKERAS Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3. TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION OF Mgmt For For OUR NAMED EXECUTIVE OFFICERS. 4. TO VOTE ON A SHAREOWNER PROPOSAL TITLED "REINCORPORATE Shr For Against IN DELAWARE." -------------------------------------------------------------------------------------------------------------------------- ZIONS BANCORPORATION Agenda Number: 934167532 -------------------------------------------------------------------------------------------------------------------------- Security: 989701107 Meeting Type: Annual Ticker: ZION Meeting Date: 22-May-2015 ISIN: US9897011071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: JERRY C. ATKIN Mgmt For For 1B. ELECTION OF DIRECTOR: JOHN C. ERICKSON Mgmt For For 1C. ELECTION OF DIRECTOR: PATRICIA FROBES Mgmt For For 1D. ELECTION OF DIRECTOR: SUREN K. GUPTA Mgmt For For 1E. ELECTION OF DIRECTOR: J. DAVID HEANEY Mgmt For For 1F. ELECTION OF DIRECTOR: VIVIAN S. LEE Mgmt For For 1G. ELECTION OF DIRECTOR: EDWARD F. MURPHY Mgmt For For 1H. ELECTION OF DIRECTOR: ROGER B. PORTER Mgmt For For 1I. ELECTION OF DIRECTOR: STEPHEN D. QUINN Mgmt For For 1J. ELECTION OF DIRECTOR: HARRIS H. SIMMONS Mgmt For For 1K. ELECTION OF DIRECTOR: L.E. SIMMONS Mgmt For For 1L. ELECTION OF DIRECTOR: SHELLEY THOMAS WILLIAMS Mgmt For For 1M. ELECTION OF DIRECTOR: STEVEN C. WHEELWRIGHT Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO AUDIT THE COMPANY'S FINANCIAL STATEMENTS FOR THE CURRENT FISCAL YEAR. 3. APPROVAL, ON A NONBINDING ADVISORY BASIS, OF THE Mgmt For For COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS WITH RESPECT TO THE FISCAL YEAR ENDED DECEMBER 31, 2014. 4. APPROVAL OF THE COMPANY'S 2015 OMNIBUS INCENTIVE PLAN. Mgmt For For 5. THAT THE SHAREHOLDERS REQUEST THE BOARD OF DIRECTORS Shr Against For TO ESTABLISH A POLICY REQUIRING THAT THE BOARD'S CHAIRMAN BE AN "INDEPENDENT" DIRECTOR. TFGT Premium Yield Equity Fund -------------------------------------------------------------------------------------------------------------------------- ABBVIE INC. Agenda Number: 934142249 -------------------------------------------------------------------------------------------------------------------------- Security: 00287Y109 Meeting Type: Annual Ticker: ABBV Meeting Date: 08-May-2015 ISIN: US00287Y1091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR ROXANNE S. AUSTIN Mgmt For For RICHARD A. GONZALEZ Mgmt For For GLENN F. TILTON Mgmt For For 2. RATIFICATION OF ERNST & YOUNG LLP AS ABBVIE'S Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3. SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF Mgmt For For EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- AMERICAN WATER WORKS COMPANY, INC. Agenda Number: 934160499 -------------------------------------------------------------------------------------------------------------------------- Security: 030420103 Meeting Type: Annual Ticker: AWK Meeting Date: 01-Jun-2015 ISIN: US0304201033 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: JULIE A. DOBSON Mgmt For For 1B. ELECTION OF DIRECTOR: PAUL J. EVANSON Mgmt For For 1C. ELECTION OF DIRECTOR: MARTHA CLARK GOSS Mgmt For For 1D. ELECTION OF DIRECTOR: RICHARD R. GRIGG Mgmt For For 1E. ELECTION OF DIRECTOR: JULIA L. JOHNSON Mgmt For For 1F. ELECTION OF DIRECTOR: KARL F. KURZ Mgmt For For 1G. ELECTION OF DIRECTOR: GEORGE MACKENZIE Mgmt For For 1H. ELECTION OF DIRECTOR: WILLIAM J. MARRAZZO Mgmt For For 1I. ELECTION OF DIRECTOR: SUSAN N. STORY Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2015. 3. AN ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR Mgmt For For NAMED EXECUTIVE OFFICERS. 4. RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE Mgmt For For GOALS SET FORTH IN THE AMERICAN WATER WORKS COMPANY, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN TO ALLOW CERTAIN EQUITY GRANTS UNDER THE PLAN TO CONTINUE TO BE DEDUCTIBLE UNDER SECTION 162(M) OF THE INTERNAL REVENUE CODE. 5. APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE Mgmt For For GOALS SET FORTH IN THE AMERICAN WATER WORKS COMPANY, INC. ANNUAL INCENTIVE PLAN TO ALLOW CERTAIN INCENTIVE AWARDS UNDER THE PLAN TO BE DEDUCTIBLE UNDER SECTION 162(M) OF THE INTERNAL REVENUE CODE. 6. ADOPTION OF AN AMENDMENT TO THE BYLAWS OF AMERICAN Mgmt Against Against WATER WORKS COMPANY, INC. TO PROVIDE THAT THE COURTS LOCATED IN THE STATE OF DELAWARE WILL SERVE AS THE EXCLUSIVE FORUM FOR ADJUDICATION OF CERTAIN LEGAL ACTIONS. -------------------------------------------------------------------------------------------------------------------------- BAXTER INTERNATIONAL INC. Agenda Number: 934146615 -------------------------------------------------------------------------------------------------------------------------- Security: 071813109 Meeting Type: Annual Ticker: BAX Meeting Date: 05-May-2015 ISIN: US0718131099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: UMA CHOWDHRY, PH.D. Mgmt For For 1B. ELECTION OF DIRECTOR: JAMES R. GAVIN III, M.D., PH.D. Mgmt For For 1C. ELECTION OF DIRECTOR: PETER S. HELLMAN Mgmt For For 1D. ELECTION OF DIRECTOR: K.J. STORM Mgmt For For 2. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For ACCOUNTING FIRM 3. APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION Mgmt Against Against 4. APPROVAL OF 2015 INCENTIVE PLAN Mgmt For For 5. SHAREHOLDER PROPOSAL - LIMIT ACCELERATED EXECUTIVE PAY Shr For Against 6. SHAREHOLDER PROPOSAL - INDEPENDENT BOARD CHAIRMAN Shr For Against -------------------------------------------------------------------------------------------------------------------------- CME GROUP INC. Agenda Number: 934177444 -------------------------------------------------------------------------------------------------------------------------- Security: 12572Q105 Meeting Type: Annual Ticker: CME Meeting Date: 20-May-2015 ISIN: US12572Q1058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: TERRENCE A. DUFFY Mgmt For For 1B. ELECTION OF DIRECTOR: PHUPINDER S. GILL Mgmt For For 1C. ELECTION OF DIRECTOR: TIMOTHY S. BITSBERGER Mgmt For For 1D. ELECTION OF DIRECTOR: CHARLES P. CAREY Mgmt For For 1E. ELECTION OF DIRECTOR: DENNIS H. CHOOKASZIAN Mgmt For For 1F. ELECTION OF DIRECTOR: ANA DUTRA Mgmt For For 1G. ELECTION OF DIRECTOR: MARTIN J. GEPSMAN Mgmt For For 1H. ELECTION OF DIRECTOR: LARRY G. GERDES Mgmt For For 1I. ELECTION OF DIRECTOR: DANIEL R. GLICKMAN Mgmt For For 1J. ELECTION OF DIRECTOR: J. DENNIS HASTERT Mgmt For For 1K. ELECTION OF DIRECTOR: LEO MELAMED Mgmt Against Against 1L. ELECTION OF DIRECTOR: WILLIAM P. MILLER II Mgmt For For 1M. ELECTION OF DIRECTOR: JAMES E. OLIFF Mgmt For For 1N. ELECTION OF DIRECTOR: EDEMIR PINTO Mgmt For For 1O. ELECTION OF DIRECTOR: ALEX J. POLLOCK Mgmt For For 1P. ELECTION OF DIRECTOR: JOHN F. SANDNER Mgmt For For 1Q. ELECTION OF DIRECTOR: TERRY L. SAVAGE Mgmt For For 1R. ELECTION OF DIRECTOR: WILLIAM R. SHEPARD Mgmt Against Against 1S. ELECTION OF DIRECTOR: DENNIS A. SUSKIND Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS Mgmt For For OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3. ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED Mgmt For For EXECUTIVE OFFICERS. 4. APPROVAL, ON AN ADVISORY BASIS, OF AN AMENDMENT TO OUR Mgmt Against Against TENTH AMENDED AND RESTATED BYLAWS TO ADOPT DELAWARE AS THE EXCLUSIVE FORUM FOR CERTAIN LEGAL ACTIONS. -------------------------------------------------------------------------------------------------------------------------- COVANTA HOLDING CORPORATION Agenda Number: 934149837 -------------------------------------------------------------------------------------------------------------------------- Security: 22282E102 Meeting Type: Annual Ticker: CVA Meeting Date: 07-May-2015 ISIN: US22282E1029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR DAVID M. BARSE Mgmt For For RONALD J. BROGLIO Mgmt For For PETER C.B. BYNOE Mgmt For For LINDA J. FISHER Mgmt For For JOSEPH M. HOLSTEN Mgmt For For STEPHEN J. JONES Mgmt For For ANTHONY J. ORLANDO Mgmt For For WILLIAM C. PATE Mgmt For For ROBERT S. SILBERMAN Mgmt For For JEAN SMITH Mgmt For For SAMUEL ZELL Mgmt For For 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For COVANTA HOLDING CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE 2015 FISCAL YEAR. -------------------------------------------------------------------------------------------------------------------------- DIGITAL REALTY TRUST, INC. Agenda Number: 934155777 -------------------------------------------------------------------------------------------------------------------------- Security: 253868103 Meeting Type: Annual Ticker: DLR Meeting Date: 11-May-2015 ISIN: US2538681030 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: DENNIS E. SINGLETON Mgmt For For 1B ELECTION OF DIRECTOR: LAURENCE A. CHAPMAN Mgmt For For 1C ELECTION OF DIRECTOR: KATHLEEN EARLEY Mgmt Against Against 1D ELECTION OF DIRECTOR: KEVIN J. KENNEDY Mgmt For For 1E ELECTION OF DIRECTOR: WILLIAM G. LAPERCH Mgmt For For 1F ELECTION OF DIRECTOR: A. WILLIAM STEIN Mgmt Against Against 1G ELECTION OF DIRECTOR: ROBERT H. ZERBST Mgmt For For 2. TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3. TO APPROVE THE DIGITAL REALTY TRUST, INC. 2015 Mgmt Against Against EMPLOYEE STOCK PURCHASE PLAN. 4. TO ADOPT A RESOLUTION TO APPROVE, ON A NON-BINDING, Mgmt For For ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS MORE FULLY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. -------------------------------------------------------------------------------------------------------------------------- DOMTAR CORPORATION Agenda Number: 934173220 -------------------------------------------------------------------------------------------------------------------------- Security: 257559203 Meeting Type: Annual Ticker: UFS Meeting Date: 06-May-2015 ISIN: US2575592033 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF ELEVEN DIRECTORS: GIANNELLA ALVAREZ Mgmt For For 1B ROBERT E. APPLE Mgmt For For 1C LOUIS P. GIGNAC Mgmt For For 1D DAVID J. ILLINGWORTH Mgmt For For 1E BRIAN M. LEVITT Mgmt For For 1F DAVID G. MAFFUCCI Mgmt For For 1G DOMENIC PILLA Mgmt For For 1H ROBERT J. STEACY Mgmt For For 1I PAMELA B. STROBEL Mgmt For For 1J DENIS TURCOTTE Mgmt For For 1K JOHN D. WILLIAMS Mgmt For For 02 SAY-ON-PAY - AN ADVISORY VOTE TO APPROVE NAMED Mgmt For For EXECUTIVE OFFICER COMPENSATION. 03 THE RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION'S INDEPENDENT PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. -------------------------------------------------------------------------------------------------------------------------- GAMESTOP CORP. Agenda Number: 934218719 -------------------------------------------------------------------------------------------------------------------------- Security: 36467W109 Meeting Type: Annual Ticker: GME Meeting Date: 23-Jun-2015 ISIN: US36467W1099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 RE-ELECTION OF DIRECTOR: DANIEL A. DEMATTEO Mgmt For For 1.2 RE-ELECTION OF DIRECTOR: THOMAS N. KELLY JR. Mgmt For For 1.3 RE-ELECTION OF DIRECTOR: SHANE S. KIM Mgmt For For 1.4 RE-ELECTION OF DIRECTOR: J. PAUL RAINES Mgmt For For 1.5 RE-ELECTION OF DIRECTOR: GERALD R. SZCZEPANSKI Mgmt For For 1.6 RE-ELECTION OF DIRECTOR: KATHY P. VRABECK Mgmt For For 1.7 RE-ELECTION OF DIRECTOR: LAWRENCE S. ZILAVY Mgmt For For 2. TO VOTE FOR AND APPROVE, ON A NON-BINDING, ADVISORY Mgmt For For BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPANY. 3. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Mgmt For For INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE COMPANY'S FISCAL YEAR ENDING JANUARY 30, 2016. -------------------------------------------------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC Agenda Number: 934158800 -------------------------------------------------------------------------------------------------------------------------- Security: 37733W105 Meeting Type: Annual Ticker: GSK Meeting Date: 07-May-2015 ISIN: US37733W1053 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO RECEIVE THE 2014 ANNUAL REPORT Mgmt For For 2. TO APPROVE THE ANNUAL REMUNERATION REPORT Mgmt For For 3. TO ELECT SIR PHILIP HAMPTON AS A DIRECTOR Mgmt For For 4. TO ELECT URS ROHNER AS A DIRECTOR Mgmt For For 5. TO RE-ELECT SIR ANDREW WITTY AS A DIRECTOR Mgmt For For 6. TO RE-ELECT PROFESSOR SIR ROY ANDERSON AS A DIRECTOR Mgmt For For 7. TO RE-ELECT DR STEPHANIE BURNS AS A DIRECTOR Mgmt For For 8. TO RE-ELECT STACEY CARTWRIGHT AS A DIRECTOR Mgmt For For 9. TO RE-ELECT SIMON DINGEMANS AS A DIRECTOR Mgmt For For 10. TO RE-ELECT LYNN ELSENHANS AS A DIRECTOR Mgmt For For 11. TO RE-ELECT JUDY LEWENT AS A DIRECTOR Mgmt For For 12. TO RE-ELECT SIR DERYCK MAUGHAN AS A DIRECTOR Mgmt For For 13. TO RE-ELECT DR DANIEL PODOLSKY AS A DIRECTOR Mgmt For For 14. TO RE-ELECT DR MONCEF SLAOUI AS A DIRECTOR Mgmt For For 15. TO RE-ELECT HANS WIJERS AS A DIRECTOR Mgmt For For 16. TO RE-APPOINT AUDITORS Mgmt For For 17. TO DETERMINE REMUNERATION OF AUDITORS Mgmt For For 18. TO AUTHORISE THE COMPANY AND ITS SUBSIDIARIES TO MAKE Mgmt For For DONATIONS TO POLITICAL ORGANISATIONS AND INCUR POLITICAL EXPENDITURE 19. TO AUTHORISE ALLOTMENT OF SHARES Mgmt For For 20. TO DISAPPLY PRE-EMPTION RIGHTS (SPECIAL RESOLUTION) Mgmt For For 21. TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN SHARES Mgmt For For (SPECIAL RESOLUTION) 22. TO AUTHORISE EXEMPTION FROM STATEMENT OF NAME OF Mgmt For For SENIOR STATUTORY AUDITOR 23. TO AUTHORISE REDUCED NOTICE OF A GENERAL MEETING OTHER Mgmt Against Against THAN AN AGM (SPECIAL RESOLUTION) 24. TO APPROVE THE GSK SHARE VALUE PLAN Mgmt For For -------------------------------------------------------------------------------------------------------------------------- HOSPITALITY PROPERTIES TRUST Agenda Number: 934204354 -------------------------------------------------------------------------------------------------------------------------- Security: 44106M102 Meeting Type: Contested Annual Ticker: HPT Meeting Date: 01-Jun-2015 ISIN: US44106M1027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF TRUSTEE: BRUCE M. GANS, M.D. Mgmt Against * 1B ELECTION OF TRUSTEE: ADAM D. PORTNOY Mgmt Against * 02 TO APPROVE MANAGEMENT'S PROPOSAL TO ALLOW MANAGEMENT Mgmt Against * TO OPT-IN TO MUTA ANTI-TAKEOVER MEASURES AND WAIT UP TO 18 MONTHS BEFORE HAVING A SHAREHOLDER VOTE ON SUCH OPT-IN. 03 ANNUAL ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For * 04 TO APPROVE THE RATIFICATION OF THE APPOINTMENT OF Mgmt For * ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE 2015 FISCAL YEAR. 05 TO APPROVE SHAREHOLDER PROPOSAL TO OPT-OUT OF MUTA'S Mgmt For * ANTI-TAKEOVER MEASURES AND REQUIRE PRIOR SHAREHOLDER APPROVAL TO OPT BACK IN. -------------------------------------------------------------------------------------------------------------------------- HOST HOTELS & RESORTS, INC. Agenda Number: 934177759 -------------------------------------------------------------------------------------------------------------------------- Security: 44107P104 Meeting Type: Annual Ticker: HST Meeting Date: 14-May-2015 ISIN: US44107P1049 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: MARY L. BAGLIVO Mgmt For For 1.2 ELECTION OF DIRECTOR: SHEILA C. BAIR Mgmt For For 1.3 ELECTION OF DIRECTOR: TERENCE C. GOLDEN Mgmt For For 1.4 ELECTION OF DIRECTOR: ANN M. KOROLOGOS Mgmt For For 1.5 ELECTION OF DIRECTOR: RICHARD E. MARRIOTT Mgmt For For 1.6 ELECTION OF DIRECTOR: JOHN B. MORSE, JR. Mgmt For For 1.7 ELECTION OF DIRECTOR: WALTER C. RAKOWICH Mgmt For For 1.8 ELECTION OF DIRECTOR: GORDON H. SMITH Mgmt For For 1.9 ELECTION OF DIRECTOR: W. EDWARD WALTER Mgmt For For 2. RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. Mgmt For For 4. STOCKHOLDER PROPOSAL RELATING TO BYLAW AMENDMENTS. Shr For Against -------------------------------------------------------------------------------------------------------------------------- KINDER MORGAN, INC. Agenda Number: 934149813 -------------------------------------------------------------------------------------------------------------------------- Security: 49456B101 Meeting Type: Annual Ticker: KMI Meeting Date: 07-May-2015 ISIN: US49456B1017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR RICHARD D. KINDER Mgmt For For STEVEN J. KEAN Mgmt For For TED A. GARDNER Mgmt For For ANTHONY W. HALL, JR. Mgmt For For GARY L. HULTQUIST Mgmt For For RONALD L. KUEHN, JR. Mgmt For For DEBORAH A. MACDONALD Mgmt For For MICHAEL J. MILLER Mgmt Withheld Against MICHAEL C. MORGAN Mgmt For For ARTHUR C. REICHSTETTER Mgmt For For FAYEZ SAROFIM Mgmt For For C. PARK SHAPER Mgmt For For WILLIAM A. SMITH Mgmt For For JOEL V. STAFF Mgmt For For ROBERT F. VAGT Mgmt For For PERRY M. WAUGHTAL Mgmt For For 2. APPROVAL OF THE KINDER MORGAN, INC. 2015 AMENDED AND Mgmt For For RESTATED STOCK INCENTIVE PLAN. 3. APPROVAL OF THE AMENDED AND RESTATED ANNUAL INCENTIVE Mgmt For For PLAN OF KINDER MORGAN, INC. 4. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. Mgmt For For 5. RATIFICATION OF THE SELECTION OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 6. APPROVAL OF THE AMENDED AND RESTATED CERTIFICATE OF Mgmt For For INCORPORATION OF KINDER MORGAN, INC. 7. STOCKHOLDER PROPOSAL RELATING TO A REPORT ON OUR Shr For Against COMPANY'S RESPONSE TO CLIMATE CHANGE. 8. STOCKHOLDER PROPOSAL RELATING TO A REPORT ON METHANE Shr For Against EMISSIONS. 9. STOCKHOLDER PROPOSAL RELATING TO AN ANNUAL Shr For Against SUSTAINABILITY REPORT. -------------------------------------------------------------------------------------------------------------------------- LAMAR ADVERTISING COMPANY Agenda Number: 934186051 -------------------------------------------------------------------------------------------------------------------------- Security: 512816109 Meeting Type: Annual Ticker: LAMR Meeting Date: 28-May-2015 ISIN: US5128161099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR JOHN MAXWELL HAMILTON Mgmt For For JOHN E. KOERNER, III Mgmt For For STEPHEN P. MUMBLOW Mgmt For For THOMAS V. REIFENHEISER Mgmt For For ANNA REILLY Mgmt For For KEVIN P. REILLY, JR. Mgmt For For WENDELL REILLY Mgmt For For 2 RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. -------------------------------------------------------------------------------------------------------------------------- LYONDELLBASELL INDUSTRIES N.V. Agenda Number: 934187229 -------------------------------------------------------------------------------------------------------------------------- Security: N53745100 Meeting Type: Annual Ticker: LYB Meeting Date: 06-May-2015 ISIN: NL0009434992 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF CLASS II SUPERVISORY DIRECTOR TO SERVE Mgmt For For UNTIL THE ANNUAL GENERAL MEETING IN 2018: ROBIN BUCHANAN 1B. ELECTION OF CLASS II SUPERVISORY DIRECTOR TO SERVE Mgmt For For UNTIL THE ANNUAL GENERAL MEETING IN 2018: STEPHEN F. COOPER 1C. ELECTION OF CLASS II SUPERVISORY DIRECTOR TO SERVE Mgmt For For UNTIL THE ANNUAL GENERAL MEETING IN 2018: ISABELLA D. GOREN 1D. ELECTION OF CLASS II SUPERVISORY DIRECTOR TO SERVE Mgmt For For UNTIL THE ANNUAL GENERAL MEETING IN 2018: ROBERT G. GWIN 2A. ELECTION OF MANAGING DIRECTOR TO SERVE A THREE-YEAR Mgmt For For TERM: KEVIN W. BROWN 2B. ELECTION OF MANAGING DIRECTOR TO SERVE A THREE-YEAR Mgmt For For TERM: JEFFREY A. KAPLAN 3. ADOPTION OF ANNUAL ACCOUNTS FOR 2014 Mgmt For For 4. DISCHARGE FROM LIABILITY OF MEMBERS OF THE MANAGEMENT Mgmt For For BOARD 5. DISCHARGE FROM LIABILITY OF MEMBERS OF THE SUPERVISORY Mgmt For For BOARD 6. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS OUR Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 7. APPOINTMENT OF PRICEWATERHOUSECOOPERS ACCOUNTANTS N.V. Mgmt For For AS OUR AUDITOR FOR THE DUTCH ANNUAL ACCOUNTS 8. RATIFICATION AND APPROVAL OF DIVIDENDS IN RESPECT OF Mgmt For For THE 2014 FISCAL YEAR 9. ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE Mgmt For For COMPENSATION 10. APPROVAL OF AUTHORITY OF THE SUPERVISORY BOARD TO Mgmt For For ISSUE SHARES OR GRANT RIGHTS TO ACQUIRE SHARES 11. APPROVAL FOR THE SUPERVISORY BOARD TO LIMIT OR EXCLUDE Mgmt For For PRE-EMPTIVE RIGHTS FROM ANY SHARES OR GRANTS OF RIGHTS TO ACQUIRE SHARES THAT IT ISSUES 12. APPROVAL OF AMENDMENT TO THE LYONDELLBASELL N.V. 2012 Mgmt For For GLOBAL EMPLOYEE STOCK PURCHASE PLAN 13. APPROVAL TO REPURCHASE UP TO 10% OF ISSUED SHARE Mgmt For For CAPITAL -------------------------------------------------------------------------------------------------------------------------- MERCK & CO., INC. Agenda Number: 934177393 -------------------------------------------------------------------------------------------------------------------------- Security: 58933Y105 Meeting Type: Annual Ticker: MRK Meeting Date: 26-May-2015 ISIN: US58933Y1055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: LESLIE A. BRUN Mgmt For For 1B. ELECTION OF DIRECTOR: THOMAS R. CECH Mgmt For For 1C. ELECTION OF DIRECTOR: KENNETH C. FRAZIER Mgmt For For 1D. ELECTION OF DIRECTOR: THOMAS H. GLOCER Mgmt For For 1E. ELECTION OF DIRECTOR: WILLIAM B. HARRISON JR. Mgmt For For 1F. ELECTION OF DIRECTOR: C. ROBERT KIDDER Mgmt For For 1G. ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Mgmt For For 1H. ELECTION OF DIRECTOR: CARLOS E. REPRESAS Mgmt For For 1I. ELECTION OF DIRECTOR: PATRICIA F. RUSSO Mgmt For For 1J. ELECTION OF DIRECTOR: CRAIG B. THOMPSON Mgmt For For 1K. ELECTION OF DIRECTOR: WENDELL P. WEEKS Mgmt For For 1L. ELECTION OF DIRECTOR: PETER C. WENDELL Mgmt For For 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. Mgmt For For 3. RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4. PROPOSAL TO AMEND AND RESTATE THE 2010 INCENTIVE STOCK Mgmt For For PLAN. 5. PROPOSAL TO AMEND AND RESTATE THE EXECUTIVE INCENTIVE Mgmt For For PLAN. 6. SHAREHOLDER PROPOSAL CONCERNING SHAREHOLDERS' RIGHT TO Shr For Against ACT BY WRITTEN CONSENT. 7. SHAREHOLDER PROPOSAL CONCERNING ACCELERATED VESTING OF Shr For Against EQUITY AWARDS. -------------------------------------------------------------------------------------------------------------------------- NISOURCE INC. Agenda Number: 934164827 -------------------------------------------------------------------------------------------------------------------------- Security: 65473P105 Meeting Type: Annual Ticker: NI Meeting Date: 12-May-2015 ISIN: US65473P1057 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: RICHARD A. ABDOO Mgmt For For 1B. ELECTION OF DIRECTOR: ARISTIDES S. CANDRIS Mgmt For For 1C. ELECTION OF DIRECTOR: SIGMUND L. CORNELIUS Mgmt For For 1D. ELECTION OF DIRECTOR: MICHAEL E. JESANIS Mgmt For For 1E. ELECTION OF DIRECTOR: MARTY R. KITTRELL Mgmt For For 1F. ELECTION OF DIRECTOR: W. LEE NUTTER Mgmt For For 1G. ELECTION OF DIRECTOR: DEBORAH S. PARKER Mgmt For For 1H. ELECTION OF DIRECTOR: ROBERT C. SKAGGS, JR. Mgmt For For 1I. ELECTION OF DIRECTOR: TERESA A. TAYLOR Mgmt For For 1J. ELECTION OF DIRECTOR: RICHARD L. THOMPSON Mgmt For For 1K. ELECTION OF DIRECTOR: CAROLYN Y. WOO Mgmt For For 2. TO APPROVE EXECUTIVE COMPENSATION ON AN ADVISORY Mgmt For For BASIS. 3. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Mgmt For For THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. 4. TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO Mgmt For For GIVE STOCKHOLDERS THE POWER TO REQUEST SPECIAL MEETINGS. 5. TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO Mgmt For For REDUCE THE MINIMUM NUMBER OF COMPANY DIRECTORS FROM NINE TO SEVEN. 6. TO RE-APPROVE THE COMPANY'S 2010 OMNIBUS INCENTIVE Mgmt For For PLAN. 7. TO APPROVE AN AMENDMENT TO THE COMPANY'S EMPLOYEE Mgmt For For STOCK PURCHASE PLAN. 8. TO CONSIDER A STOCKHOLDER PROPOSAL REGARDING REPORTS Shr For Against ON POLITICAL CONTRIBUTIONS. -------------------------------------------------------------------------------------------------------------------------- ONEOK, INC. Agenda Number: 934172177 -------------------------------------------------------------------------------------------------------------------------- Security: 682680103 Meeting Type: Annual Ticker: OKE Meeting Date: 20-May-2015 ISIN: US6826801036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: JAMES C. DAY Mgmt For For 1B. ELECTION OF DIRECTOR: JULIE H. EDWARDS Mgmt For For 1C. ELECTION OF DIRECTOR: WILLIAM L. FORD Mgmt For For 1D. ELECTION OF DIRECTOR: JOHN W. GIBSON Mgmt For For 1E. ELECTION OF DIRECTOR: STEVEN J. MALCOLM Mgmt For For 1F. ELECTION OF DIRECTOR: JIM W. MOGG Mgmt For For 1G. ELECTION OF DIRECTOR: PATTYE L. MOORE Mgmt For For 1H. ELECTION OF DIRECTOR: GARY D. PARKER Mgmt For For 1I. ELECTION OF DIRECTOR: EDUARDO A. RODRIGUEZ Mgmt For For 1J. ELECTION OF DIRECTOR: TERRY K. SPENCER Mgmt For For 2. RATIFICATION OF THE SELECTION OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF ONEOK, INC. FOR THE YEAR ENDING DECEMBER 31, 2015 3. AN ADVISORY VOTE TO APPROVE ONEOK, INC.'S EXECUTIVE Mgmt For For COMPENSATION -------------------------------------------------------------------------------------------------------------------------- PEMBINA PIPELINE CORPORATION Agenda Number: 934161085 -------------------------------------------------------------------------------------------------------------------------- Security: 706327103 Meeting Type: Annual Ticker: PBA Meeting Date: 08-May-2015 ISIN: CA7063271034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR ANNE-MARIE N. AINSWORTH Mgmt For For GRANT D. BILLING Mgmt For For MICHAEL H. DILGER Mgmt For For RANDALL J. FINDLAY Mgmt For For LORNE B. GORDON Mgmt For For GORDON J. KERR Mgmt For For DAVID M.B. LEGRESLEY Mgmt For For ROBERT B. MICHALESKI Mgmt For For LESLIE A. O'DONOGHUE Mgmt For For JEFFREY T. SMITH Mgmt For For 02 TO APPOINT KPMG LLP, CHARTERED ACCOUNTANTS, AS THE Mgmt For For AUDITORS OF THE CORPORATION FOR THE ENSUING FINANCIAL YEAR AT A REMUNERATION TO BE FIXED BY MANAGEMENT. 03 AN ORDINARY RESOLUTION APPROVING AND AUTHORIZING THE Mgmt For For RESERVATION OF AN ADDITIONAL 7,000,000 COMMON SHARES OF PEMBINA FOR ISSUANCE UNDER THE STOCK OPTION PLAN OF PEMBINA PIPELINE CORPORATION ("PEMBINA") SUBSTANTIALLY AS SET OUT IN THE MANAGEMENT INFORMATION CIRCULAR OF PEMBINA DATED MARCH 19, 2015 IS APPROVED, INCLUDING THE AMENDMENT OF SUCH PLAN AS REQUIRED TO REFLECT SUCH INCREASE. 04 AN ORDINARY RESOLUTION APPROVING AND AUTHORIZING THE Mgmt For For STOCK OPTION ISSUANCE RULE TO BE ENACTED UNDER THE STOCK OPTION PLAN (THE "PLAN") OF PEMBINA PIPELINE CORPORATION ("PEMBINA") SUBSTANTIALLY AS SET OUT IN THE MANAGEMENT INFORMATION CIRCULAR (THE "CIRCULAR") OF PEMBINA DATED MARCH 19, 2015 IS HEREBY APPROVED. 05 TO ACCEPT THE APPROACH TO EXECUTIVE COMPENSATION AS Mgmt For For DISCLOSED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR. -------------------------------------------------------------------------------------------------------------------------- SENIOR HOUSING PROPERTIES TRUST Agenda Number: 934135763 -------------------------------------------------------------------------------------------------------------------------- Security: 81721M109 Meeting Type: Annual Ticker: SNH Meeting Date: 19-May-2015 ISIN: US81721M1099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF TRUSTEE (FOR INDEPENDENT TRUSTEE IN GROUP Mgmt Abstain Against I): JEFFREY P. SOMERS 1B. ELECTION OF TRUSTEE (FOR MANAGING TRUSTEE IN GROUP I): Mgmt Abstain Against BARRY M. PORTNOY 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER Mgmt For For COMPENSATION. 3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For AS INDEPENDENT AUDITORS TO SERVE FOR THE 2015 FISCAL YEAR. -------------------------------------------------------------------------------------------------------------------------- STMICROELECTRONICS N.V. Agenda Number: 934216955 -------------------------------------------------------------------------------------------------------------------------- Security: 861012102 Meeting Type: Annual Ticker: STM Meeting Date: 27-May-2015 ISIN: US8610121027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 4B. ADOPTION OF OUR STATUTORY ANNUAL ACCOUNTS FOR OUR 2014 Mgmt For For FINANCIAL YEAR 4D. ADOPTION OF A DIVIDEND Mgmt For For 4E. DISCHARGE OF THE SOLE MEMBER OF OUR MANAGING BOARD Mgmt For For 4F. DISCHARGE OF THE MEMBERS OF OUR SUPERVISORY BOARD Mgmt For For 5. APPROVAL OF THE STOCK-BASED PORTION OF THE Mgmt Against Against COMPENSATION OF OUR PRESIDENT AND CEO 6. APPOINTMENT OF MR. NICOLAS DUFOURCQ AS MEMBER OF OUR Mgmt For For SUPERVISORY BOARD 7. RE-APPOINTMENT OF MS. MARTINE VERLUYTEN AS MEMBER OF Mgmt For For OUR SUPERVISORY BOARD 8. APPOINTMENT OF EY AS EXTERNAL AUDITOR FOR THE 2016, Mgmt For For 2017, 2018 AND 2019 FINANCIAL YEARS 9. DELEGATION TO OUR SUPERVISORY BOARD OF THE AUTHORITY Mgmt For For TO ISSUE NEW SHARES, TO GRANT RIGHTS TO SUBSCRIBE FOR SHARES AND TO LIMIT AND/OR EXCLUDE EXISTING SHAREHOLDERS' PRE-EMPTIVE RIGHTS FOR A PERIOD OF EIGHTEEN MONTHS 10. AUTHORIZATION TO OUR MANAGING BOARD, FOR EIGHTEEN Mgmt For For MONTHS FOLLOWING THE AGM, TO REPURCHASE OUR SHARES, SUBJECT TO THE APPROVAL OF OUR SUPERVISORY BOARD -------------------------------------------------------------------------------------------------------------------------- THE WILLIAMS COMPANIES, INC. Agenda Number: 934182510 -------------------------------------------------------------------------------------------------------------------------- Security: 969457100 Meeting Type: Annual Ticker: WMB Meeting Date: 21-May-2015 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: JOSEPH R. CLEVELAND Mgmt For For 1C. ELECTION OF DIRECTOR: KATHLEEN B. COOPER Mgmt For For 1D. ELECTION OF DIRECTOR: JOHN A. HAGG Mgmt For For 1E. ELECTION OF DIRECTOR: JUANITA H. HINSHAW Mgmt For For 1F. ELECTION OF DIRECTOR: RALPH IZZO Mgmt For For 1G. ELECTION OF DIRECTOR: FRANK T. MACINNIS Mgmt Against Against 1H. ELECTION OF DIRECTOR: ERIC W. MANDELBLATT Mgmt For For 1I. ELECTION OF DIRECTOR: KEITH A. MEISTER Mgmt For For 1J. ELECTION OF DIRECTOR: STEVEN W. NANCE Mgmt For For 1K. ELECTION OF DIRECTOR: MURRAY D. SMITH Mgmt For For 1L. ELECTION OF DIRECTOR: JANICE D. STONEY Mgmt For For 1M. ELECTION OF DIRECTOR: LAURA A. SUGG Mgmt For For 2. RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS FOR Mgmt For For 2015. 3. APPROVAL, BY NONBINDING ADVISORY VOTE, OF THE Mgmt For For COMPANY'S EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- VENTAS, INC. Agenda Number: 934159903 -------------------------------------------------------------------------------------------------------------------------- Security: 92276F100 Meeting Type: Annual Ticker: VTR Meeting Date: 14-May-2015 ISIN: US92276F1003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: MELODY C. BARNES Mgmt For For 1B. ELECTION OF DIRECTOR: DEBRA A. CAFARO Mgmt For For 1C. ELECTION OF DIRECTOR: DOUGLAS CROCKER II Mgmt For For 1D. ELECTION OF DIRECTOR: RONALD G. GEARY Mgmt For For 1E. ELECTION OF DIRECTOR: JAY M. GELLERT Mgmt For For 1F. ELECTION OF DIRECTOR: RICHARD I. GILCHRIST Mgmt For For 1G. ELECTION OF DIRECTOR: MATTHEW J. LUSTIG Mgmt For For 1H. ELECTION OF DIRECTOR: DOUGLAS M. PASQUALE Mgmt For For 1I. ELECTION OF DIRECTOR: ROBERT D. REED Mgmt For For 1J. ELECTION OF DIRECTOR: GLENN J. RUFRANO Mgmt For For 1K. ELECTION OF DIRECTOR: JAMES D. SHELTON Mgmt For For 2. RATIFICATION OF THE SELECTION OF KPMG LLP AS THE Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Agenda Number: 934144318 -------------------------------------------------------------------------------------------------------------------------- Security: 92343V104 Meeting Type: Annual Ticker: VZ Meeting Date: 07-May-2015 ISIN: US92343V1044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: SHELLYE L. ARCHAMBEAU Mgmt For For 1B. ELECTION OF DIRECTOR: MARK T. BERTOLINI Mgmt For For 1C. ELECTION OF DIRECTOR: RICHARD L. CARRION Mgmt For For 1D. ELECTION OF DIRECTOR: MELANIE L. HEALEY Mgmt For For 1E. ELECTION OF DIRECTOR: M. FRANCES KEETH Mgmt For For 1F. ELECTION OF DIRECTOR: LOWELL C. MCADAM Mgmt For For 1G. ELECTION OF DIRECTOR: DONALD T. NICOLAISEN Mgmt For For 1H. ELECTION OF DIRECTOR: CLARENCE OTIS, JR. Mgmt For For 1I. ELECTION OF DIRECTOR: RODNEY E. SLATER Mgmt For For 1J. ELECTION OF DIRECTOR: KATHRYN A. TESIJA Mgmt For For 1K. ELECTION OF DIRECTOR: GREGORY D. WASSON Mgmt For For 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For PUBLIC ACCOUNTING FIRM 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION Mgmt For For 4. NETWORK NEUTRALITY REPORT Shr For Against 5. POLITICAL SPENDING REPORT Shr For Against 6. SEVERANCE APPROVAL POLICY Shr Against For 7. STOCK RETENTION POLICY Shr For Against 8. SHAREHOLDER ACTION BY WRITTEN CONSENT Shr For Against -------------------------------------------------------------------------------------------------------------------------- WEYERHAEUSER COMPANY Agenda Number: 934171288 -------------------------------------------------------------------------------------------------------------------------- Security: 962166104 Meeting Type: Annual Ticker: WY Meeting Date: 22-May-2015 ISIN: US9621661043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: DAVID P. BOZEMAN Mgmt For For 1B. ELECTION OF DIRECTOR: DEBRA A. CAFARO Mgmt For For 1C. ELECTION OF DIRECTOR: MARK A. EMMERT Mgmt For For 1D. ELECTION OF DIRECTOR: JOHN I. KIECKHEFER Mgmt For For 1E. ELECTION OF DIRECTOR: WAYNE W. MURDY Mgmt For For 1F. ELECTION OF DIRECTOR: NICOLE W. PIASECKI Mgmt For For 1G. ELECTION OF DIRECTOR: DOYLE R. SIMONS Mgmt For For 1H. ELECTION OF DIRECTOR: D. MICHAEL STEUERT Mgmt For For 1I. ELECTION OF DIRECTOR: KIM WILLIAMS Mgmt For For 1J. ELECTION OF DIRECTOR: CHARLES R. WILLIAMSON Mgmt For For 2. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF Mgmt For For THE NAMED EXECUTIVE OFFICERS 3. RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED Mgmt For For PUBLIC ACCOUNTING FIRM TFGT Sands Capital Select Growth Fund -------------------------------------------------------------------------------------------------------------------------- ALEXION PHARMACEUTICALS, INC. Agenda Number: 934154674 -------------------------------------------------------------------------------------------------------------------------- Security: 015351109 Meeting Type: Annual Ticker: ALXN Meeting Date: 06-May-2015 ISIN: US0153511094 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: LEONARD BELL Mgmt For For 1B. ELECTION OF DIRECTOR: DAVID R. BRENNAN Mgmt For For 1C. ELECTION OF DIRECTOR: M. MICHELE BURNS Mgmt For For 1D. ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN Mgmt For For 1E. ELECTION OF DIRECTOR: DAVID L. HALLAL Mgmt For For 1F. ELECTION OF DIRECTOR: JOHN T. MOLLEN Mgmt For For 1G. ELECTION OF DIRECTOR: R. DOUGLAS NORBY Mgmt For For 1H. ELECTION OF DIRECTOR: ALVIN S. PARVEN Mgmt For For 1I. ELECTION OF DIRECTOR: ANDREAS RUMMELT Mgmt For For 1J. ELECTION OF DIRECTOR: ANN M. VENEMAN Mgmt For For 2. APPROVAL OF A NON-BINDING ADVISORY VOTE OF THE 2014 Mgmt For For COMPENSATION PAID TO ALEXION'S NAMED EXECUTIVE OFFICERS. 3. RATIFICATION OF APPOINTMENT BY THE BOARD OF DIRECTORS Mgmt For For OF PRICEWATERHOUSECOOPERS LLP AS ALEXION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4. TO APPROVE ALEXION'S 2015 EMPLOYEE STOCK PURCHASE Mgmt For For PLAN. 5. TO REQUEST THE BOARD TO AMEND ALEXION'S GOVERNING Shr Against For DOCUMENTS TO ALLOW PROXY ACCESS. 6. TO REQUEST THE BOARD TO AMEND ALEXION'S GOVERNING Shr Against For DOCUMENTS TO GIVE SHAREHOLDERS OWNING 10% OF ALEXION STOCK THE POWER TO CALL A SPECIAL MEETING. -------------------------------------------------------------------------------------------------------------------------- ATHENAHEALTH INC Agenda Number: 934210294 -------------------------------------------------------------------------------------------------------------------------- Security: 04685W103 Meeting Type: Annual Ticker: ATHN Meeting Date: 10-Jun-2015 ISIN: US04685W1036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR JACQUELINE B. KOSECOFF Mgmt For For DAVID E. ROBINSON Mgmt For For 2. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3. HOLD AN ADVISORY VOTE TO APPROVE THE COMPENSATION OF Mgmt For For OUR NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- BIOGEN INC. Agenda Number: 934202956 -------------------------------------------------------------------------------------------------------------------------- Security: 09062X103 Meeting Type: Annual Ticker: BIIB Meeting Date: 10-Jun-2015 ISIN: US09062X1037 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: ALEXANDER J. DENNER Mgmt For For 1B. ELECTION OF DIRECTOR: CAROLINE D. DORSA Mgmt For For 1C. ELECTION OF DIRECTOR: NANCY L. LEAMING Mgmt For For 1D. ELECTION OF DIRECTOR: RICHARD C. MULLIGAN Mgmt For For 1E. ELECTION OF DIRECTOR: ROBERT W. PANGIA Mgmt For For 1F. ELECTION OF DIRECTOR: STELIOS PAPADOPOULOS Mgmt For For 1G. ELECTION OF DIRECTOR: BRIAN S. POSNER Mgmt For For 1H. ELECTION OF DIRECTOR: ERIC K. ROWINSKY Mgmt For For 1I. ELECTION OF DIRECTOR: GEORGE A. SCANGOS Mgmt For For 1J. ELECTION OF DIRECTOR: LYNN SCHENK Mgmt For For 1K. ELECTION OF DIRECTOR: STEPHEN A. SHERWIN Mgmt For For 2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For AS BIOGEN INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. SAY ON PAY - AN ADVISORY VOTE ON EXECUTIVE Mgmt For For COMPENSATION. 4. TO APPROVE THE BIOGEN INC. 2015 EMPLOYEE STOCK Mgmt For For PURCHASE PLAN. 5. TO APPROVE AN AMENDMENT TO THE BIOGEN INC. 2006 Mgmt For For NON-EMPLOYEE DIRECTORS EQUITY PLAN. -------------------------------------------------------------------------------------------------------------------------- BIOMARIN PHARMACEUTICAL INC. Agenda Number: 934198563 -------------------------------------------------------------------------------------------------------------------------- Security: 09061G101 Meeting Type: Annual Ticker: BMRN Meeting Date: 09-Jun-2015 ISIN: US09061G1013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR JEAN-JACQUES BIENAIME Mgmt For For MICHAEL GREY Mgmt For For ELAINE J. HERON Mgmt For For PIERRE LAPALME Mgmt For For V. BRYAN LAWLIS Mgmt For For RICHARD A. MEIER Mgmt For For ALAN J. LEWIS Mgmt For For WILLIAM D. YOUNG Mgmt For For KENNETH M. BATE Mgmt For For DENNIS J. SLAMON Mgmt For For 2 TO APPROVE AN AMENDMENT TO BIOMARIN'S AMENDED AND Mgmt For For RESTATED 2006 SHARE INCENTIVE PLAN. 3 TO VOTE ON AN ADVISORY BASIS TO APPROVE THE Mgmt For For COMPENSATION OF BIOMARIN'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN ITS PROXY STATEMENT. 4 TO RATIFY THE SELECTION OF KPMG LLP AS THE INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM FOR BIOMARIN FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 5 TO VOTE UPON A STOCKHOLDER PROPOSAL RELATING TO Shr Against For SUSTAINABILITY REPORTING, IF PROPERLY PRESENTED AT THE MEETING. -------------------------------------------------------------------------------------------------------------------------- CERNER CORPORATION Agenda Number: 934191898 -------------------------------------------------------------------------------------------------------------------------- Security: 156782104 Meeting Type: Annual Ticker: CERN Meeting Date: 22-May-2015 ISIN: US1567821046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: MITCHELL E. DANIELS, JR. Mgmt For For 1B. ELECTION OF DIRECTOR: CLIFFORD W. ILLIG Mgmt For For 1C. ELECTION OF DIRECTOR: WILLIAM B. NEAVES Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF CERNER CORPORATION FOR 2015. 3. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF Mgmt For For OUR NAMED EXECUTIVE OFFICERS. 4. APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE Mgmt For For CERNER CORPORATION PERFORMANCE-BASED COMPENSATION PLAN. 5. APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE Mgmt For For CERNER CORPORATION 2011 OMNIBUS EQUITY INCENTIVE PLAN. -------------------------------------------------------------------------------------------------------------------------- CHIPOTLE MEXICAN GRILL, INC. Agenda Number: 934160526 -------------------------------------------------------------------------------------------------------------------------- Security: 169656105 Meeting Type: Annual Ticker: CMG Meeting Date: 13-May-2015 ISIN: US1696561059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR JOHN CHARLESWORTH Mgmt For For KIMBAL MUSK Mgmt For For MONTY MORAN Mgmt For For PAT FLYNN Mgmt For For STEVE ELLS Mgmt For For STEPHEN GILLETT Mgmt For For 2. AN ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR Mgmt For For EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT ("SAY-ON-PAY"). 3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 4. TO APPROVE THE AMENDED AND RESTATED STOCK PLAN. (SEE Mgmt For For PROXY STATEMENT FOR FULL PROPOSAL) 5. TO APPROVE A CHARTER AMENDMENT TO ENABLE MAJORITY Mgmt For For VOTING FOR DIRECTORS. (SEE PROXY STATEMENT FOR FULL PROPOSAL) 6. TO APPROVE A CHARTER AMENDMENT TO ELIMINATE Mgmt For For SUPERMAJORITY VOTING REQUIREMENTS. (SEE PROXY STATEMENT FOR FULL PROPOSAL) 7. TO APPROVE A PROXY ACCESS BYLAW FOR 5% SHAREHOLDERS. Mgmt For For (SEE PROXY STATEMENT FOR FULL PROPOSAL) 8. A SHAREHOLDER PROPOSAL, SEEKING A PROXY ACCESS BYLAW Shr Against For FOR 3% SHAREHOLDERS. (SEE PROXY STATEMENT FOR FULL PROPOSAL) 9. A SHAREHOLDER PROPOSAL, REQUESTING SPECIFICATION OF Shr Against For EQUITY AWARDS IN EQUITY COMPENSATION PLANS. 10. A SHAREHOLDER PROPOSAL, SEEKING A STOCK RETENTION Shr Against For POLICY. (SEE PROXY STATEMENT FOR FULL PROPOSAL) 11. A SHAREHOLDER PROPOSAL, SEEKING RESTRICTIONS ON Shr Against For ACCELERATED VESTING. (SEE PROXY STATEMENT FOR FULL PROPOSAL) 12. A SHAREHOLDER PROPOSAL, SEEKING SUSTAINABILITY Shr Against For REPORTING. (SEE PROXY STATEMENT FOR FULL PROPOSAL) -------------------------------------------------------------------------------------------------------------------------- FACEBOOK INC. Agenda Number: 934204378 -------------------------------------------------------------------------------------------------------------------------- Security: 30303M102 Meeting Type: Annual Ticker: FB Meeting Date: 11-Jun-2015 ISIN: US30303M1027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR MARC L. ANDREESSEN Mgmt For For ERSKINE B. BOWLES Mgmt For For S.D. DESMOND-HELLMANN Mgmt For For REED HASTINGS Mgmt For For JAN KOUM Mgmt For For SHERYL K. SANDBERG Mgmt For For PETER A. THIEL Mgmt For For MARK ZUCKERBERG Mgmt For For 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For FACEBOOK, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 3. TO RE-APPROVE THE INTERNAL REVENUE CODE OF 1986, AS Mgmt For For AMENDED, SECTION 162(M) LIMITS OF OUR 2012 EQUITY INCENTIVE PLAN TO PRESERVE OUR ABILITY TO RECEIVE CORPORATE INCOME TAX DEDUCTIONS THAT MAY BECOME AVAILABLE PURSUANT TO SECTION 162(M) 4. A STOCKHOLDER PROPOSAL REGARDING CHANGE IN STOCKHOLDER Shr Against For VOTING 5. A STOCKHOLDER PROPOSAL REGARDING AN ANNUAL Shr Against For SUSTAINABILITY REPORT 6. A STOCKHOLDER PROPOSAL REGARDING A HUMAN RIGHTS RISK Shr Against For ASSESSMENT -------------------------------------------------------------------------------------------------------------------------- FMC TECHNOLOGIES, INC. Agenda Number: 934174525 -------------------------------------------------------------------------------------------------------------------------- Security: 30249U101 Meeting Type: Annual Ticker: FTI Meeting Date: 06-May-2015 ISIN: US30249U1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: MIKE R. BOWLIN Mgmt For For 1B. ELECTION OF DIRECTOR: CLARENCE P. CAZALOT, JR. Mgmt For For 1C. ELECTION OF DIRECTOR: ELEAZAR DE CARVALHO FILHO Mgmt For For 1D. ELECTION OF DIRECTOR: C. MAURY DEVINE Mgmt For For 1E. ELECTION OF DIRECTOR: CLAIRE S. FARLEY Mgmt For For 1F. ELECTION OF DIRECTOR: JOHN T. GREMP Mgmt For For 1G. ELECTION OF DIRECTOR: THOMAS M. HAMILTON Mgmt For For 1H. ELECTION OF DIRECTOR: PETER MELLBYE Mgmt For For 1I. ELECTION OF DIRECTOR: JOSEPH H. NETHERLAND Mgmt For For 1J. ELECTION OF DIRECTOR: PETER OOSTERVEER Mgmt For For 1K. ELECTION OF DIRECTOR: RICHARD A. PATTAROZZI Mgmt For For 1L. ELECTION OF DIRECTOR: JAMES M. RINGLER Mgmt For For 2. RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3. ADVISORY APPROVAL OF 2014 EXECUTIVE COMPENSATION. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- GOOGLE INC. Agenda Number: 934194010 -------------------------------------------------------------------------------------------------------------------------- Security: 38259P508 Meeting Type: Annual Ticker: GOOGL Meeting Date: 03-Jun-2015 ISIN: US38259P5089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR LARRY PAGE Mgmt For For SERGEY BRIN Mgmt For For ERIC E. SCHMIDT Mgmt For For L. JOHN DOERR Mgmt For For DIANE B. GREENE Mgmt For For JOHN L. HENNESSY Mgmt For For ANN MATHER Mgmt For For ALAN R. MULALLY Mgmt For For PAUL S. OTELLINI Mgmt For For K. RAM SHRIRAM Mgmt For For SHIRLEY M. TILGHMAN Mgmt For For 2 THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For LLP AS GOOGLE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 THE APPROVAL OF AN AMENDMENT TO GOOGLE'S 2012 STOCK Mgmt For For PLAN TO INCREASE THE SHARE RESERVE BY 17,000,000 SHARES OF CLASS C CAPITAL STOCK. 4 A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER Shr For Against VOTING, IF PROPERLY PRESENTED AT THE MEETING. 5 A STOCKHOLDER PROPOSAL REGARDING A LOBBYING REPORT, IF Shr Against For PROPERLY PRESENTED AT THE MEETING. 6 A STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF A Shr For Against MAJORITY VOTE STANDARD FOR THE ELECTION OF DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING. 7 A STOCKHOLDER PROPOSAL REGARDING A REPORT ON RENEWABLE Shr Against For ENERGY COST, IF PROPERLY PRESENTED AT THE MEETING. 8 A STOCKHOLDER PROPOSAL REGARDING A REPORT ON BUSINESS Shr Against For RISK RELATED TO CLIMATE CHANGE REGULATIONS, IF PROPERLY PRESENTED AT THE MEETING. -------------------------------------------------------------------------------------------------------------------------- LAS VEGAS SANDS CORP. Agenda Number: 934202184 -------------------------------------------------------------------------------------------------------------------------- Security: 517834107 Meeting Type: Annual Ticker: LVS Meeting Date: 04-Jun-2015 ISIN: US5178341070 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR JASON N. ADER Mgmt For For MICHELINE CHAU Mgmt For For MICHAEL A. LEVEN Mgmt For For DAVID F. LEVI Mgmt For For 2 RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLC Mgmt For For AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED DECEMBER 31, 2015 3 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER Mgmt For For COMPENSATION -------------------------------------------------------------------------------------------------------------------------- LENDINGCLUB CORPORATION Agenda Number: 934208530 -------------------------------------------------------------------------------------------------------------------------- Security: 52603A109 Meeting Type: Annual Ticker: LC Meeting Date: 10-Jun-2015 ISIN: US52603A1097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR DANIEL CIPORIN Mgmt For For JEFFREY CROWE Mgmt For For 2. APPROVE, ON A NON-BINDING ADVISORY BASIS, THE Mgmt For For COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN OUR PROXY STATEMENT 3. APPROVE, ON A NON-BINDING ADVISORY BASIS, WHETHER TO Mgmt 1 Year For HOLD A NON-BINDING, ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EVERY ONE, TWO OR THREE YEARS 4. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- LINKEDIN CORPORATION Agenda Number: 934195872 -------------------------------------------------------------------------------------------------------------------------- Security: 53578A108 Meeting Type: Annual Ticker: LNKD Meeting Date: 03-Jun-2015 ISIN: US53578A1088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR LESLIE KILGORE Mgmt For For JEFFREY WEINER Mgmt For For 2 RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF LINKEDIN CORPORATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF THE AMENDMENT OF THE 2011 EQUITY INCENTIVE Mgmt For For PLAN FOR PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE AND ADDING A PROVISION TO AUTOMATICALLY INCREASE THE NUMBER OF SHARES ISSUABLE THEREUNDER. 4 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER Mgmt For For COMPENSATION ("SAY-ON-PAY"). 5 STOCKHOLDER PROPOSAL REGARDING BOARD DIVERSITY. Shr For -------------------------------------------------------------------------------------------------------------------------- REGENERON PHARMACEUTICALS, INC. Agenda Number: 934201271 -------------------------------------------------------------------------------------------------------------------------- Security: 75886F107 Meeting Type: Annual Ticker: REGN Meeting Date: 12-Jun-2015 ISIN: US75886F1075 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR CHARLES A. BAKER Mgmt For For ARTHUR F. RYAN Mgmt For For GEORGE L. SING Mgmt For For MARC TESSIER-LAVIGNE Mgmt For For 2 RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 APPROVAL OF THE REGENERON PHARMACEUTICALS, INC. CASH Mgmt For For INCENTIVE BONUS PLAN. 4 APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE Mgmt For For OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK AND COMMON STOCK. 5 NONBINDING SHAREHOLDER PROPOSAL RELATING TO PROXY Shr Against For ACCESS, IF PROPERLY PRESENTED. -------------------------------------------------------------------------------------------------------------------------- SALESFORCE.COM, INC. Agenda Number: 934194957 -------------------------------------------------------------------------------------------------------------------------- Security: 79466L302 Meeting Type: Annual Ticker: CRM Meeting Date: 04-Jun-2015 ISIN: US79466L3024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: MARC R. BENIOFF Mgmt For For 1B. ELECTION OF DIRECTOR: KEITH G. BLOCK Mgmt For For 1C. ELECTION OF DIRECTOR: CRAIG A. CONWAY Mgmt For For 1D. ELECTION OF DIRECTOR: ALAN G. HASSENFELD Mgmt For For 1E. ELECTION OF DIRECTOR: COLIN L. POWELL Mgmt For For 1F. ELECTION OF DIRECTOR: SANFORD R. ROBERTSON Mgmt For For 1G. ELECTION OF DIRECTOR: JOHN V. ROOS Mgmt For For 1H. ELECTION OF DIRECTOR: LAWRENCE J. TOMLINSON Mgmt For For 1I. ELECTION OF DIRECTOR: ROBIN L. WASHINGTON Mgmt For For 1J. ELECTION OF DIRECTOR: MAYNARD G. WEBB Mgmt For For 1K. ELECTION OF DIRECTOR: SUSAN D. WOJCICKI Mgmt For For 2. APPROVAL OF AN AMENDMENT TO INCREASE THE SHARES Mgmt For For AVAILABLE FOR GRANT UNDER THE COMPANY'S 2013 EQUITY INCENTIVE PLAN 3. APPROVAL OF AN AMENDMENT TO INCREASE THE SHARES Mgmt For For AVAILABLE FOR PURCHASE UNDER THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN 4. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For AS INDEPENDENT AUDITORS 5. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION Mgmt For For -------------------------------------------------------------------------------------------------------------------------- SOUTHWESTERN ENERGY COMPANY Agenda Number: 934172189 -------------------------------------------------------------------------------------------------------------------------- Security: 845467109 Meeting Type: Annual Ticker: SWN Meeting Date: 19-May-2015 ISIN: US8454671095 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: JOHN D. GASS Mgmt For For 1.2 ELECTION OF DIRECTOR: CATHERINE A. KEHR Mgmt For For 1.3 ELECTION OF DIRECTOR: GREG D. KERLEY Mgmt For For 1.4 ELECTION OF DIRECTOR: VELLO A. KUUSKRAA Mgmt For For 1.5 ELECTION OF DIRECTOR: KENNETH R. MOURTON Mgmt For For 1.6 ELECTION OF DIRECTOR: STEVEN L. MUELLER Mgmt For For 1.7 ELECTION OF DIRECTOR: ELLIOTT PEW Mgmt For For 1.8 ELECTION OF DIRECTOR: TERRY W. RATHERT Mgmt For For 1.9 ELECTION OF DIRECTOR: ALAN H. STEVENS Mgmt For For 2. PROPOSAL TO RATIFY INDEPENDENT REGISTERED PUBLIC Mgmt For For ACCOUNTING FIRM FOR 2015. 3. ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION. Mgmt For For 4. PROPOSAL FROM STOCKHOLDER REGARDING SPECIAL MEETINGS. Shr Against For 5. PROPOSAL FROM STOCKHOLDER REGARDING PROXY ACCESS. Shr Against For -------------------------------------------------------------------------------------------------------------------------- SPLUNK INC. Agenda Number: 934205053 -------------------------------------------------------------------------------------------------------------------------- Security: 848637104 Meeting Type: Annual Ticker: SPLK Meeting Date: 11-Jun-2015 ISIN: US8486371045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF CLASS III DIRECTOR: STEPHEN NEWBERRY Mgmt For For 1B. ELECTION OF CLASS III DIRECTOR: GRAHAM SMITH Mgmt For For 1C. ELECTION OF CLASS III DIRECTOR: GODFREY SULLIVAN Mgmt For For 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING JANUARY 31, 2016. 3. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF Mgmt For For OUR NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE PROXY STATEMENT. -------------------------------------------------------------------------------------------------------------------------- THE CHARLES SCHWAB CORPORATION Agenda Number: 934151490 -------------------------------------------------------------------------------------------------------------------------- Security: 808513105 Meeting Type: Annual Ticker: SCHW Meeting Date: 13-May-2015 ISIN: US8085131055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: NANCY H. BECHTLE Mgmt For For 1B. ELECTION OF DIRECTOR: WALTER W. BETTINGER II Mgmt For For 1C. ELECTION OF DIRECTOR: C. PRESTON BUTCHER Mgmt For For 1D. ELECTION OF DIRECTOR: CHRISTOPHER V. DODDS Mgmt For For 1E. ELECTION OF DIRECTOR: MARK A. GOLDFARB Mgmt For For 2. RATIFICATION OF INDEPENDENT AUDITORS Mgmt For For 3. ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER Mgmt For For COMPENSATION 4. APPROVAL OF CORPORATE EXECUTIVE BONUS PLAN Mgmt For For 5. STOCKHOLDER PROPOSAL ON POLITICAL CONTRIBUTIONS Shr Against For 6. STOCKHOLDER PROPOSAL ON LOBBYING PAYMENTS Shr Against For 7. STOCKHOLDER PROPOSAL ON ANNUAL DISCLOSURE OF EEO-1 Shr Against For DATA 8. STOCKHOLDER PROPOSAL ON ACCELERATED VESTING UPON Shr Against For CHANGE IN CONTROL 9. STOCKHOLDER PROPOSAL ON VOTE TABULATION Shr Against For -------------------------------------------------------------------------------------------------------------------------- THE PRICELINE GROUP INC. Agenda Number: 934200938 -------------------------------------------------------------------------------------------------------------------------- Security: 741503403 Meeting Type: Annual Ticker: PCLN Meeting Date: 04-Jun-2015 ISIN: US7415034039 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR TIMOTHY M. ARMSTRONG Mgmt For For HOWARD W. BARKER, JR. Mgmt For For JEFFERY H. BOYD Mgmt For For JAN L. DOCTER Mgmt For For JEFFREY E. EPSTEIN Mgmt For For JAMES M. GUYETTE Mgmt For For DARREN R. HUSTON Mgmt For For CHARLES H. NOSKI Mgmt For For NANCY B. PERETSMAN Mgmt For For THOMAS E. ROTHMAN Mgmt For For CRAIG W. RYDIN Mgmt For For 2. TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS Mgmt For For THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3. TO APPROVE ON AN ADVISORY BASIS THE COMPENSATION PAID Mgmt For For BY THE COMPANY TO ITS NAMED EXECUTIVE OFFICERS. 4. TO CONSIDER AND VOTE UPON A NON-BINDING STOCKHOLDER Shr Against For PROPOSAL CONCERNING STOCKHOLDER ACTION BY WRITTEN CONSENT. 5. TO CONSIDER AND VOTE UPON A NON-BINDING STOCKHOLDER Shr Against For PROPOSAL CONCERNING PROXY ACCESS. TFGT Small Cap Core Fund -------------------------------------------------------------------------------------------------------------------------- AMERICAN EAGLE OUTFITTERS, INC. Agenda Number: 934192662 -------------------------------------------------------------------------------------------------------------------------- Security: 02553E106 Meeting Type: Annual Ticker: AEO Meeting Date: 04-Jun-2015 ISIN: US02553E1064 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: JANICE E. PAGE Mgmt For For 1.2 ELECTION OF DIRECTOR: DAVID M. SABLE Mgmt For For 1.3 ELECTION OF DIRECTOR: NOEL J. SPIEGEL Mgmt For For 2. RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE Mgmt For For COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 30, 2016. 3. HOLD AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED Mgmt For For EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- CABELA'S INCORPORATED Agenda Number: 934190606 -------------------------------------------------------------------------------------------------------------------------- Security: 126804301 Meeting Type: Annual Ticker: CAB Meeting Date: 03-Jun-2015 ISIN: US1268043015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: THEODORE M. ARMSTRONG Mgmt For For 1.2 ELECTION OF DIRECTOR: JAMES W. CABELA Mgmt For For 1.3 ELECTION OF DIRECTOR: JOHN H. EDMONDSON Mgmt For For 1.4 ELECTION OF DIRECTOR: DENNIS HIGHBY Mgmt For For 1.5 ELECTION OF DIRECTOR: MICHAEL R. MCCARTHY Mgmt For For 1.6 ELECTION OF DIRECTOR: THOMAS L. MILLNER Mgmt For For 1.7 ELECTION OF DIRECTOR: DONNA M. MILROD Mgmt For For 1.8 ELECTION OF DIRECTOR: BETH M. PRITCHARD Mgmt For For 1.9 ELECTION OF DIRECTOR: JAMES F. WRIGHT Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 3. AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- CORRECTIONS CORPORATION OF AMERICA Agenda Number: 934151604 -------------------------------------------------------------------------------------------------------------------------- Security: 22025Y407 Meeting Type: Annual Ticker: CXW Meeting Date: 14-May-2015 ISIN: US22025Y4070 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: DONNA M. ALVARADO Mgmt For For 1B. ELECTION OF DIRECTOR: JOHN D. CORRENTI Mgmt For For 1C. ELECTION OF DIRECTOR: ROBERT J. DENNIS Mgmt For For 1D. ELECTION OF DIRECTOR: MARK A. EMKES Mgmt For For 1E. ELECTION OF DIRECTOR: JOHN D. FERGUSON Mgmt For For 1F. ELECTION OF DIRECTOR: DAMON T. HININGER Mgmt For For 1G. ELECTION OF DIRECTOR: C. MICHAEL JACOBI Mgmt For For 1H. ELECTION OF DIRECTOR: ANNE L. MARIUCCI Mgmt For For 1I. ELECTION OF DIRECTOR: THURGOOD MARSHALL, JR. Mgmt For For 1J. ELECTION OF DIRECTOR: CHARLES L. OVERBY Mgmt For For 1K. ELECTION OF DIRECTOR: JOHN R. PRANN, JR. Mgmt For For 1L. ELECTION OF DIRECTOR: JOSEPH V. RUSSELL Mgmt For For 2. RATIFICATION OF THE APPOINTMENT BY OUR AUDIT COMMITTEE Mgmt For For OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3. ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED Mgmt For For EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- EXELIS, INC Agenda Number: 934209506 -------------------------------------------------------------------------------------------------------------------------- Security: 30162A108 Meeting Type: Special Ticker: XLS Meeting Date: 22-May-2015 ISIN: US30162A1088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. A PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF Mgmt For For MERGER, DATED AS OF FEBRUARY 5, 2015, BY AND AMONG HARRIS CORPORATION, EXELIS INC. AND HARRIS COMMUNICATION SOLUTIONS (INDIANA), INC., A WHOLLY OWNED SUBSIDIARY OF HARRIS CORPORATION, PURSUANT TO WHICH HARRIS COMMUNICATION SOLUTIONS (INDIANA), INC. WILL BE MERGED WITH AND INTO EXELIS INC., REFERRED TO AS THE MERGER AGREEMENT. 2. A PROPOSAL TO APPROVE, ON AN ADVISORY (NON BINDING) Mgmt For For BASIS, THE EXECUTIVE OFFICER COMPENSATION TO BE PAID TO EXELIS INC.'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. 3. A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL Mgmt For For MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING OR TO ENSURE THAT ANY SUPPLEMENT OR AMENDMENT TO THE PROXY STATEMENT/PROSPECTUS IS TIMELY PROVIDED TO THE SHAREHOLDERS OF EXELIS INC. -------------------------------------------------------------------------------------------------------------------------- FIRST INDUSTRIAL REALTY TRUST, INC. Agenda Number: 934172379 -------------------------------------------------------------------------------------------------------------------------- Security: 32054K103 Meeting Type: Annual Ticker: FR Meeting Date: 07-May-2015 ISIN: US32054K1034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: MATTHEW S. DOMINSKI (IF ELECTED, Mgmt For For TERM EXPIRES IN 2016) 1.2 ELECTION OF DIRECTOR: BRUCE W. DUNCAN (IF ELECTED, Mgmt For For TERM EXPIRES IN 2016) 1.3 ELECTION OF DIRECTOR: H. PATRICK HACKETT, JR. (IF Mgmt For For ELECTED, TERM EXPIRES IN 2016) 1.4 ELECTION OF DIRECTOR: JOHN RAU (IF ELECTED, TERM Mgmt For For EXPIRES IN 2016) 1.5 ELECTION OF DIRECTOR: L. PETER SHARPE (IF ELECTED, Mgmt For For TERM EXPIRES IN 2016) 1.6 ELECTION OF DIRECTOR: W. ED TYLER (IF ELECTED, TERM Mgmt For For EXPIRES IN 2016) 2. TO APPROVE, ON AN ADVISORY (I.E. NON-BINDING) BASIS, Mgmt For For THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT FOR THE 2015 ANNUAL MEETING. 3. RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. -------------------------------------------------------------------------------------------------------------------------- MBIA INC. Agenda Number: 934153761 -------------------------------------------------------------------------------------------------------------------------- Security: 55262C100 Meeting Type: Annual Ticker: MBI Meeting Date: 06-May-2015 ISIN: US55262C1009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: JOSEPH W. BROWN Mgmt For For 1B. ELECTION OF DIRECTOR: MARYANN BRUCE Mgmt For For 1C. ELECTION OF DIRECTOR: SEAN D. CARNEY Mgmt For For 1D. ELECTION OF DIRECTOR: DAVID A. COULTER Mgmt For For 1E. ELECTION OF DIRECTOR: STEVEN J. GILBERT Mgmt For For 1F. ELECTION OF DIRECTOR: CHARLES R. RINEHART Mgmt For For 1G. ELECTION OF DIRECTOR: THEODORE SHASTA Mgmt For For 1H. ELECTION OF DIRECTOR: RICHARD C. VAUGHAN Mgmt For For 2. TO APPROVE THE COMPANY'S ANNUAL INCENTIVE PLAN FOR Mgmt For For PURPOSES OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 3. TO APPROVE, ON AN ADVISORY BASIS, EXECUTIVE Mgmt For For COMPENSATION. 4. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP, Mgmt For For CERTIFIED PUBLIC ACCOUNTANTS, AS INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR 2015. -------------------------------------------------------------------------------------------------------------------------- MONTPELIER RE HOLDINGS LTD Agenda Number: 934241162 -------------------------------------------------------------------------------------------------------------------------- Security: G62185106 Meeting Type: Special Ticker: MRH Meeting Date: 30-Jun-2015 ISIN: BMG621851069 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. PROPOSAL TO APPROVE (A) THE AGREEMENT AND PLAN OF Mgmt For For MERGER, DATED AS OF MARCH 31, 2015, BY AND AMONG ENDURANCE SPECIALTY HOLDINGS LTD., MILLHILL HOLDINGS LTD., AND MONTPELIER RE HOLDINGS LTD., (B) THE AGREEMENT REQUIRED BY SECTION 105 OF THE COMPANIES ACT 1981 OF BERMUDA, AS AMENDED, THE FORM OF WHICH IS ATTACHED AS EXHIBIT A TO THE MERGER AGREEMENT REFERRED TO IN CLAUSE (A), AND (C) THE MERGER OF MONTPELIER RE HOLDINGS LTD. WITH AND INTO MILLHILL HOLDINGS LTD., AS CONTEMPLATED BY THE MERGER AGREEMENT & STATUTORY MERGER AGREEMENT REFERRED TO IN CLAUSES (A) & (B). 2. PROPOSAL TO APPROVE, ON A NON-BINDING ADVISORY BASIS, Mgmt For For THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO MONTPELIER RE HOLDINGS LTD.'S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATED TO THE MERGER REFERRED TO IN PROPOSAL 1. 3. PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL Mgmt For For GENERAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE PROPOSAL 1. -------------------------------------------------------------------------------------------------------------------------- OLD DOMINION FREIGHT LINE, INC. Agenda Number: 934189855 -------------------------------------------------------------------------------------------------------------------------- Security: 679580100 Meeting Type: Annual Ticker: ODFL Meeting Date: 21-May-2015 ISIN: US6795801009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR EARL E. CONGDON Mgmt For For DAVID S. CONGDON Mgmt For For J. PAUL BREITBACH Mgmt For For JOHN R. CONGDON, JR. Mgmt For For ROBERT G. CULP, III Mgmt For For JOHN D. KASARDA Mgmt For For LEO H. SUGGS Mgmt For For D. MICHAEL WRAY Mgmt For For 2. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF Mgmt For For THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE ACCOMPANYING PROXY STATEMENT. 3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- RITCHIE BROS. AUCTIONEERS INCORPORATED Agenda Number: 934168661 -------------------------------------------------------------------------------------------------------------------------- Security: 767744105 Meeting Type: Annual and Special Ticker: RBA Meeting Date: 04-May-2015 ISIN: CA7677441056 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR BEVERLEY ANNE BRISCOE Mgmt For For ROBERT GEORGE ELTON Mgmt For For ERIK OLSSON Mgmt For For ERIC PATEL Mgmt For For EDWARD B. PITONIAK Mgmt For For RAVICHANDRA K. SALIGRAM Mgmt For For CHRISTOPHER ZIMMERMAN Mgmt For For LISA ANNE POLLINA Mgmt For For 02 APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS OF THE Mgmt For For COMPANY FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION. 03 TO CONSIDER, AND IF DEEMED APPROPRIATE, TO PASS WITH Mgmt For For OR WITHOUT VARIATION, AMENDMENTS TO THE COMPANY'S AMENDED AND RESTATED BY- LAW NO. 1 TO INCREASE THE QUORUM REQUIREMENT FOR MEETINGS OF SHAREHOLDERS, ELIMINATE THE ABILITY OF THE CHAIRMAN OF DIRECTORS' MEETINGS TO HAVE A CASTING VOTE AND ADD AN ADVANCE NOTICE PROVISION FOR NOMINATIONS OF DIRECTORS BY SHAREHOLDERS, IN CERTAIN CIRCUMSTANCES, AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR. 04 ADVISORY RESOLUTION TO ACCEPT THE APPROACH TO Mgmt For For EXECUTIVE COMPENSATION DISCLOSED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR. -------------------------------------------------------------------------------------------------------------------------- SERVICE CORPORATION INTERNATIONAL Agenda Number: 934159725 -------------------------------------------------------------------------------------------------------------------------- Security: 817565104 Meeting Type: Annual Ticker: SCI Meeting Date: 13-May-2015 ISIN: US8175651046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR ELLEN OCHOA Mgmt For For R.L. WALTRIP Mgmt For For ANTHONY L. COELHO Mgmt For For MARCUS A. WATTS Mgmt For For EDWARD E. WILLIAMS Mgmt For For 2 TO APPROVE THE SELECTION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 3 TO APPROVE, BY ADVISORY VOTE, NAMED EXECUTIVE OFFICER Mgmt Against Against COMPENSATION. 4 TO APPROVE THE PROPOSAL TO DECLASSIFY THE BOARD OF Mgmt For For DIRECTORS. 5 TO APPROVE THE SHAREHOLDER PROPOSAL REGARDING A SENIOR Shr Against For EXECUTIVE STOCK RETENTION REQUIREMENT. -------------------------------------------------------------------------------------------------------------------------- STURM, RUGER & COMPANY, INC. Agenda Number: 934147225 -------------------------------------------------------------------------------------------------------------------------- Security: 864159108 Meeting Type: Annual Ticker: RGR Meeting Date: 05-May-2015 ISIN: US8641591081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR JOHN A. COSENTINO, JR. Mgmt For For MICHAEL O. FIFER Mgmt For For C. MICHAEL JACOBI Mgmt For For TERRENCE G. O'CONNOR Mgmt For For AMIR P. ROSENTHAL Mgmt For For RONALD C. WHITAKER Mgmt For For PHILLIP C. WIDMAN Mgmt For For 2 THE RATIFICATION OF THE APPOINTMENT OF MCGLADREY LLP Mgmt For For AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE 2015 FISCAL YEAR. 3 AN ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S Mgmt For For NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- SUPERIOR ENERGY SERVICES, INC. Agenda Number: 934197042 -------------------------------------------------------------------------------------------------------------------------- Security: 868157108 Meeting Type: Annual Ticker: SPN Meeting Date: 22-May-2015 ISIN: US8681571084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR HAROLD J. BOUILLION Mgmt For For DAVID D. DUNLAP Mgmt For For JAMES M. FUNK Mgmt For For TERENCE E. HALL Mgmt For For PETER D. KINNEAR Mgmt For For MICHAEL M. MCSHANE Mgmt For For W. MATT RALLS Mgmt For For JUSTIN L. SULLIVAN Mgmt For For 2. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF Mgmt For For OUR NAMED EXECUTIVE OFFICERS. 3. ADOPTION OF THE AMENDED AND RESTATED 2013 STOCK Mgmt For For INCENTIVE PLAN. 4. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------------------------------------------------- TEJON RANCH CO. Agenda Number: 934173319 -------------------------------------------------------------------------------------------------------------------------- Security: 879080109 Meeting Type: Annual Ticker: TRC Meeting Date: 06-May-2015 ISIN: US8790801091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR ANTHONY L. LEGGIO Mgmt For For GEOFFREY L. STACK Mgmt For For FREDERICK C. TUOMI Mgmt For For MICHAEL H. WINER Mgmt For For 2. RATIFICATION OF ERNST & YOUNG LLP, AS THE COMPANY'S Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICERS Mgmt For For COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- TEMPUR SEALY INTERNATIONAL, INC. Agenda Number: 934169447 -------------------------------------------------------------------------------------------------------------------------- Security: 88023U101 Meeting Type: Contested Annual Ticker: TPX Meeting Date: 08-May-2015 ISIN: US88023U1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR COMPANY NOMINEES BELOW Mgmt For * MGT NOM: E. S. DILSAVER Mgmt For * MGT NOM: FRANK DOYLE Mgmt For * MGT NOM: JOHN A. HEIL Mgmt For * MGT NOM: P. K. HOFFMAN Mgmt For * MGT NOM: SIR PAUL JUDGE Mgmt For * MGT NOM: NANCY F. KOEHN Mgmt For * MGT NOM: L. J. ROGERS Mgmt For * MGT NOM: R. B. TRUSSELL Mgmt For * 02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For * AS THE COMPANYS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 03 APPROVAL OF THE COMPANYS SECOND AMENDED AND RESTATED Mgmt For * ANNUAL INCENTIVE BONUS PLAN FOR SENIOR EXECUTIVES. 04 APPROVAL, BY ADVISORY VOTE, OF THE COMPENSATION OF THE Mgmt For * COMPANYS NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- TENET HEALTHCARE CORPORATION Agenda Number: 934152442 -------------------------------------------------------------------------------------------------------------------------- Security: 88033G407 Meeting Type: Annual Ticker: THC Meeting Date: 07-May-2015 ISIN: US88033G4073 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: TREVOR FETTER Mgmt For For 1B. ELECTION OF DIRECTOR: BRENDA J. GAINES Mgmt For For 1C. ELECTION OF DIRECTOR: KAREN M. GARRISON Mgmt For For 1D. ELECTION OF DIRECTOR: EDWARD A. KANGAS Mgmt For For 1E. ELECTION OF DIRECTOR: J. ROBERT KERREY Mgmt For For 1F. ELECTION OF DIRECTOR: FREDA C. LEWIS-HALL Mgmt For For 1G. ELECTION OF DIRECTOR: RICHARD R. PETTINGILL Mgmt For For 1H. ELECTION OF DIRECTOR: RONALD A. RITTENMEYER Mgmt For For 1I. ELECTION OF DIRECTOR: TAMMY ROMO Mgmt For For 1J. ELECTION OF DIRECTOR: JAMES A. UNRUH Mgmt For For 2. PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE Mgmt Against Against COMPANY'S EXECUTIVE COMPENSATION. 3. PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & TOUCHE Mgmt For For LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- TREDEGAR CORPORATION Agenda Number: 934212577 -------------------------------------------------------------------------------------------------------------------------- Security: 894650100 Meeting Type: Annual Ticker: TG Meeting Date: 04-Jun-2015 ISIN: US8946501009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: GEORGE C. FREEMAN, III Mgmt For For 1.2 ELECTION OF DIRECTOR: WILLIAM M. GOTTWALD Mgmt For For 1.3 ELECTION OF DIRECTOR: R. GREGORY WILLIAMS Mgmt For For 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER Mgmt Against Against COMPENSATION. 3. RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR TREDEGAR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- WHITE MOUNTAINS INSURANCE GROUP, LTD. Agenda Number: 934202538 -------------------------------------------------------------------------------------------------------------------------- Security: G9618E107 Meeting Type: Annual Ticker: WTM Meeting Date: 28-May-2015 ISIN: BMG9618E1075 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF CLASS III DIRECTOR TO A TERM ENDING IN Mgmt For For 2018: A. MICHAEL FRINQUELLI 1B ELECTION OF CLASS III DIRECTOR TO A TERM ENDING IN Mgmt For For 2018: EDITH E. HOLIDAY 2A ELECTION OF DIRECTOR OF SIRIUS INTERNATIONAL INSURANCE Mgmt For For CORPORATION: MONICA CRAMER-MANHEM 2B ELECTION OF DIRECTOR OF SIRIUS INTERNATIONAL INSURANCE Mgmt For For CORPORATION: JEFFREY DAVIS 2C ELECTION OF DIRECTOR OF SIRIUS INTERNATIONAL INSURANCE Mgmt For For CORPORATION: LARS EK 2D ELECTION OF DIRECTOR OF SIRIUS INTERNATIONAL INSURANCE Mgmt For For CORPORATION: BRIAN KENSIL 2E ELECTION OF DIRECTOR OF SIRIUS INTERNATIONAL INSURANCE Mgmt For For CORPORATION: JAN ONSELIUS 2F ELECTION OF DIRECTOR OF SIRIUS INTERNATIONAL INSURANCE Mgmt For For CORPORATION: ALLAN WATERS 3A ELECTION OF DIRECTOR OF HG RE, LTD: SHEILA NICOLL Mgmt For For 3B ELECTION OF DIRECTOR OF HG RE, LTD: KEVIN PEARSON Mgmt For For 3C ELECTION OF DIRECTOR OF HG RE, LTD: WARREN TRACE Mgmt For For 3D ELECTION OF DIRECTOR OF HG RE, LTD: ALLAN WATERS Mgmt For For 4A ELECTION OF DIRECTOR OF WHITE MOUNTAINS LIFE Mgmt For For REINSURANCE (BERMUDA) LTD: JENNIFER PITTS 4B ELECTION OF DIRECTOR OF WHITE MOUNTAINS LIFE Mgmt For For REINSURANCE (BERMUDA) LTD: CHRISTINE REPASY 4C ELECTION OF DIRECTOR OF WHITE MOUNTAINS LIFE Mgmt For For REINSURANCE (BERMUDA) LTD: WARREN TRACE 4D ELECTION OF DIRECTOR OF WHITE MOUNTAINS LIFE Mgmt For For REINSURANCE (BERMUDA) LTD: ALLAN WATERS 5A ELECTION OF DIRECTOR OF WHITE SHOALS RE LTD: CHRISTINE Mgmt For For REPASY 5B ELECTION OF DIRECTOR OF WHITE SHOALS RE LTD: WARREN Mgmt For For TRACE 5C ELECTION OF DIRECTOR OF WHITE SHOALS RE LTD: ALLAN Mgmt For For WATERS 6A ELECTION OF DIRECTOR OF OLYMPUS REINSURANCE COMPANY Mgmt For For LTD: SHEILA NICOLL 6B ELECTION OF DIRECTOR OF OLYMPUS REINSURANCE COMPANY Mgmt For For LTD: CHRISTINE REPASY 6C ELECTION OF DIRECTOR OF OLYMPUS REINSURANCE COMPANY Mgmt For For LTD: WARREN TRACE 7A ELECTION OF DIRECTOR OF STAR RE LTD: MONICA Mgmt For For CRAMER-MANHEM 7B ELECTION OF DIRECTOR OF STAR RE LTD: CHRISTINE REPASY Mgmt For For 7C ELECTION OF DIRECTOR OF STAR RE LTD: WARREN TRACE Mgmt For For 7D ELECTION OF DIRECTOR OF STAR RE LTD: ALLAN WATERS Mgmt For For 8A ELECTION OF DIRECTOR OF ALSTEAD REINSURANCE (SAC) LTD: Mgmt For For STUART LIDDELL 8B ELECTION OF DIRECTOR OF ALSTEAD REINSURANCE (SAC) LTD: Mgmt For For SHEILA NICOLL 8C ELECTION OF DIRECTOR OF ALSTEAD REINSURANCE (SAC) LTD: Mgmt For For CHRISTINE REPASY 8D ELECTION OF DIRECTOR OF ALSTEAD REINSURANCE (SAC) LTD: Mgmt For For WARREN TRACE 9A ELECTION OF DIRECTOR OF SIRIUS BERMUDA INSURANCE Mgmt For For COMPANY LTD: MONICA CRAMER-MANHEM 9B ELECTION OF DIRECTOR OF SIRIUS BERMUDA INSURANCE Mgmt For For COMPANY LTD: JAN ONSELIUS 9C ELECTION OF DIRECTOR OF SIRIUS BERMUDA INSURANCE Mgmt For For COMPANY LTD: WARREN TRACE 9D ELECTION OF DIRECTOR OF SIRIUS BERMUDA INSURANCE Mgmt For For COMPANY LTD: ALLAN WATERS 10A ELECTION OF DIRECTOR OF WHITE MOUNTAINS RE SIRIUS Mgmt For For CAPITAL LTD: MICHAEL DASHFIELD 10B ELECTION OF DIRECTOR OF WHITE MOUNTAINS RE SIRIUS Mgmt For For CAPITAL LTD: LARS EK 10C ELECTION OF DIRECTOR OF WHITE MOUNTAINS RE SIRIUS Mgmt For For CAPITAL LTD: GORAN THORSTENSSON 10D ELECTION OF DIRECTOR OF WHITE MOUNTAINS RE SIRIUS Mgmt For For CAPITAL LTD: ALLAN WATERS 11A ELECTION OF DIRECTOR OF SPLIT ROCK INSURANCE, LTD: Mgmt For For CHRISTOPHER GARROD 11B ELECTION OF DIRECTOR OF SPLIT ROCK INSURANCE, LTD: Mgmt For For SARAH KOLAR 11C ELECTION OF DIRECTOR OF SPLIT ROCK INSURANCE, LTD: Mgmt For For SHEILA NICOLL 11D ELECTION OF DIRECTOR OF SPLIT ROCK INSURANCE, LTD: Mgmt For For JOHN TREACY 12A ELECTION OF DIRECTOR FOR ANY NEW NON-UNITED STATES Mgmt For For OPERATING SUBSIDIARY: RAYMOND BARRETTE 12B ELECTION OF DIRECTOR FOR ANY NEW NON-UNITED STATES Mgmt For For OPERATING SUBSIDIARY: DAVID FOY 12C ELECTION OF DIRECTOR FOR ANY NEW NON-UNITED STATES Mgmt For For OPERATING SUBSIDIARY: JENNIFER PITTS 12D ELECTION OF DIRECTOR FOR ANY NEW NON-UNITED STATES Mgmt For For OPERATING SUBSIDIARY: WARREN TRACE 13 APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE Mgmt For For COMPENSATION. 14 APPROVAL OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP ("PWC") AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------------------------------------------------- WORLD FUEL SERVICES CORPORATION Agenda Number: 934188637 -------------------------------------------------------------------------------------------------------------------------- Security: 981475106 Meeting Type: Annual Ticker: INT Meeting Date: 29-May-2015 ISIN: US9814751064 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR MICHAEL J. KASBAR Mgmt For For KEN BAKSHI Mgmt For For JORGE L. BENITEZ Mgmt For For RICHARD A. KASSAR Mgmt Withheld Against MYLES KLEIN Mgmt For For JOHN L. MANLEY Mgmt For For J. THOMAS PRESBY Mgmt For For STEPHEN K. RODDENBERRY Mgmt For For PAUL H. STEBBINS Mgmt For For 2. APPROVAL OF THE NON-BINDING, ADVISORY VOTE ON Mgmt Against Against EXECUTIVE COMPENSATION. 3. RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED CERTIFIED ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. TFGT Small Cap Value Fund -------------------------------------------------------------------------------------------------------------------------- ABERCROMBIE & FITCH CO. Agenda Number: 934228544 -------------------------------------------------------------------------------------------------------------------------- Security: 002896207 Meeting Type: Annual Ticker: ANF Meeting Date: 18-Jun-2015 ISIN: US0028962076 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: JAMES B. BACHMANN Mgmt For For 1B. ELECTION OF DIRECTOR: BONNIE R. BROOKS Mgmt For For 1C. ELECTION OF DIRECTOR: TERRY L. BURMAN Mgmt For For 1D. ELECTION OF DIRECTOR: SARAH M. GALLAGHER Mgmt For For 1E. ELECTION OF DIRECTOR: MICHAEL E. GREENLEES Mgmt For For 1F. ELECTION OF DIRECTOR: ARCHIE M. GRIFFIN Mgmt Against Against 1G. ELECTION OF DIRECTOR: ARTHUR C. MARTINEZ Mgmt For For 1H. ELECTION OF DIRECTOR: CHARLES R. PERRIN Mgmt For For 1I. ELECTION OF DIRECTOR: STEPHANIE M. SHERN Mgmt For For 1J. ELECTION OF DIRECTOR: CRAIG R. STAPLETON Mgmt For For 2. APPROVAL OF AMENDMENTS TO THE COMPANY'S AMENDED AND Mgmt For For RESTATED BYLAWS TO IMPLEMENT "PROXY ACCESS". 3. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. Mgmt For For 4. RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Mgmt For For AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 30, 2016. 5. STOCKHOLDER PROPOSAL ON ADOPTION OF A POLICY REGARDING Shr Against For ACCELERATED VESTING OF EQUITY AWARDS OF NAMED EXECUTIVE OFFICERS UPON A CHANGE OF CONTROL, IF THE STOCKHOLDER PROPOSAL IS PROPERLY PRESENTED AT THE ANNUAL MEETING. -------------------------------------------------------------------------------------------------------------------------- ACACIA RESEARCH CORPORATION Agenda Number: 934185287 -------------------------------------------------------------------------------------------------------------------------- Security: 003881307 Meeting Type: Annual Ticker: ACTG Meeting Date: 14-May-2015 ISIN: US0038813079 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR G. LOUIS GRAZIADIO, III Mgmt For For MATTHEW VELLA Mgmt For For 2. TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS OUR Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3. TO APPROVE, BY NON-BINDING, ADVISORY VOTE, THE Mgmt Against Against COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- ADTRAN INC Agenda Number: 934159713 -------------------------------------------------------------------------------------------------------------------------- Security: 00738A106 Meeting Type: Annual Ticker: ADTN Meeting Date: 13-May-2015 ISIN: US00738A1060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR THOMAS R. STANTON Mgmt For For H. FENWICK HUSS Mgmt For For WILLIAM L. MARKS Mgmt For For BALAN NAIR Mgmt For For ROY J. NICHOLS Mgmt For For KATHRYN A. WALKER Mgmt For For 2. SAY-ON-PAY RESOLUTIONS, NON-BINDING APPROVAL OF THE Mgmt For For EXECUTIVE COMPENSATION POLICIES AND PROCEDURES OF ADTRAN AS WELL AS THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3. RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP Mgmt For For AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF ADTRAN FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 4. APPROVE THE ADTRAN, INC. 2015 EMPLOYEE STOCK INCENTIVE Mgmt Against Against PLAN. -------------------------------------------------------------------------------------------------------------------------- ASTORIA FINANCIAL CORPORATION Agenda Number: 934180148 -------------------------------------------------------------------------------------------------------------------------- Security: 046265104 Meeting Type: Annual Ticker: AF Meeting Date: 27-May-2015 ISIN: US0462651045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR MONTE N. REDMAN Mgmt For For GERARD C. KEEGAN Mgmt For For PATRICIA M. NAZEMETZ Mgmt Withheld Against 2. THE APPROVAL, ON A NON-BINDING BASIS, OF THE Mgmt Against Against COMPENSATION OF ASTORIA FINANCIAL CORPORATION'S NAMED EXECUTIVE OFFICERS. 3. THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ASTORIA FINANCIAL CORPORATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- BROOKLINE BANCORP, INC. Agenda Number: 934153355 -------------------------------------------------------------------------------------------------------------------------- Security: 11373M107 Meeting Type: Annual Ticker: BRKL Meeting Date: 06-May-2015 ISIN: US11373M1071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: JOHN J. DOYLE JR. Mgmt For For 1.2 ELECTION OF DIRECTOR: THOMAS J. HOLLISTER Mgmt For For 1.3 ELECTION OF DIRECTOR: CHARLES H. PECK Mgmt For For 1.4 ELECTION OF DIRECTOR: PAUL A. PERRAULT Mgmt For For 1.5 ELECTION OF DIRECTOR: JOSEPH J. SLOTNIK Mgmt For For 02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 03 TO HOLD A NON-BINDING ADVISORY VOTE ON THE Mgmt For For COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- CARBO CERAMICS INC. Agenda Number: 934177747 -------------------------------------------------------------------------------------------------------------------------- Security: 140781105 Meeting Type: Annual Ticker: CRR Meeting Date: 19-May-2015 ISIN: US1407811058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR SIGMUND L. CORNELIUS Mgmt For For CHAD C. DEATON Mgmt For For JAMES B. JENNINGS Mgmt For For GARY A. KOLSTAD Mgmt For For H.E. LENTZ, JR. Mgmt For For RANDY L. LIMBACHER Mgmt For For WILLIAM C. MORRIS Mgmt For For ROBERT S. RUBIN Mgmt For For 2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Mgmt For For LLP, CERTIFIED PUBLIC ACCOUNTANTS, AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3. PROPOSAL TO APPROVE, BY ADVISORY VOTE, THE Mgmt For For COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- CHICO'S FAS, INC. Agenda Number: 934220473 -------------------------------------------------------------------------------------------------------------------------- Security: 168615102 Meeting Type: Annual Ticker: CHS Meeting Date: 25-Jun-2015 ISIN: US1686151028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: ROSS E. ROEDER Mgmt For For 1.2 ELECTION OF DIRECTOR: ANDREA M. WEISS Mgmt For For 2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG, Mgmt For For LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS. 3. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. Mgmt For For 4. PROPOSAL TO APPROVE PAYMENTS UNDER CHICO'S FAS, INC.'S Mgmt For For CASH BONUS INCENTIVE PLAN. -------------------------------------------------------------------------------------------------------------------------- COHU, INC. Agenda Number: 934185198 -------------------------------------------------------------------------------------------------------------------------- Security: 192576106 Meeting Type: Annual Ticker: COHU Meeting Date: 12-May-2015 ISIN: US1925761066 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR ANDREW M. CAGGIA Mgmt For For KARL H. FUNKE Mgmt For For LUIS A. MULLER Mgmt For For 2. SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF Mgmt For For EXECUTIVE COMPENSATION. 3. PROPOSAL TO APPROVE AMENDMENTS TO THE COHU, INC. 2005 Mgmt For For EQUITY INCENTIVE PLAN. 4. PROPOSAL TO APPROVE AMENDMENTS TO THE COHU, INC. 1997 Mgmt For For EMPLOYEE STOCK PURCHASE PLAN. 5. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Mgmt For For LLP AS COHU'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------------------------------------------------- COMPASS MINERALS INTERNATIONAL, INC. Agenda Number: 934146843 -------------------------------------------------------------------------------------------------------------------------- Security: 20451N101 Meeting Type: Annual Ticker: CMP Meeting Date: 06-May-2015 ISIN: US20451N1019 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: DAVID J. D'ANTONI Mgmt Against Against 1B. ELECTION OF DIRECTOR: ALLAN R. ROTHWELL Mgmt For For 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE COMPENSATION. Mgmt For For 3. APPROVE THE COMPASS MINERALS INTERNATIONAL, INC. 2015 Mgmt Against Against INCENTIVE AWARD PLAN. 4. RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS COMPASS Mgmt For For MINERALS' INDEPENDENT REGISTERED ACCOUNTING FIRM FOR FISCAL YEAR 2015. -------------------------------------------------------------------------------------------------------------------------- CVB FINANCIAL CORP. Agenda Number: 934168370 -------------------------------------------------------------------------------------------------------------------------- Security: 126600105 Meeting Type: Annual Ticker: CVBF Meeting Date: 20-May-2015 ISIN: US1266001056 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR GEORGE A. BORBA, JR. Mgmt For For STEPHEN A. DEL GUERCIO Mgmt For For ROBERT M. JACOBY, C.P.A Mgmt For For CHRISTOPHER D. MYERS Mgmt For For RAYMOND V. O'BRIEN III Mgmt For For HAL W. OSWALT Mgmt For For SAN E. VACCARO Mgmt For For 2. VOTE TO APPROVE 2015 EXECUTIVE INCENTIVE PLAN. Mgmt For For 3. RATIFICATION OF APPOINTMENT OF KPMG, LLP AS Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF CVB FINANCIAL CORP. FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- DEAN FOODS COMPANY Agenda Number: 934160336 -------------------------------------------------------------------------------------------------------------------------- Security: 242370203 Meeting Type: Annual Ticker: DF Meeting Date: 13-May-2015 ISIN: US2423702032 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: TOM C. DAVIS Mgmt For For 1.2 ELECTION OF DIRECTOR: JANET HILL Mgmt For For 1.3 ELECTION OF DIRECTOR: J. WAYNE MAILLOUX Mgmt For For 1.4 ELECTION OF DIRECTOR: JOHN R. MUSE Mgmt For For 1.5 ELECTION OF DIRECTOR: HECTOR M. NEVARES Mgmt For For 1.6 ELECTION OF DIRECTOR: GREGG A. TANNER Mgmt For For 1.7 ELECTION OF DIRECTOR: JIM L. TURNER Mgmt For For 1.8 ELECTION OF DIRECTOR: ROBERT T. WISEMAN Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTING FIRM 3. ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION Mgmt For For 4. STOCKHOLDER PROPOSAL REGARDING GMO REPORTING Shr Against For -------------------------------------------------------------------------------------------------------------------------- F.N.B. CORPORATION Agenda Number: 934149584 -------------------------------------------------------------------------------------------------------------------------- Security: 302520101 Meeting Type: Annual Ticker: FNB Meeting Date: 20-May-2015 ISIN: US3025201019 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: WILLIAM B. CAMPBELL Mgmt For For 1B. ELECTION OF DIRECTOR: JAMES D. CHIAFULLO Mgmt For For 1C. ELECTION OF DIRECTOR: VINCENT J. DELIE, JR. Mgmt For For 1D. ELECTION OF DIRECTOR: LAURA E. ELLSWORTH Mgmt For For 1E. ELECTION OF DIRECTOR: STEPHEN J. GURGOVITS Mgmt For For 1F. ELECTION OF DIRECTOR: ROBERT A. HORMELL Mgmt For For 1G. ELECTION OF DIRECTOR: DAVID J. MALONE Mgmt For For 1H. ELECTION OF DIRECTOR: D. STEPHEN MARTZ Mgmt For For 1I. ELECTION OF DIRECTOR: ROBERT J. MCCARTHY, JR. Mgmt For For 1J. ELECTION OF DIRECTOR: DAVID L. MOTLEY Mgmt For For 1K. ELECTION OF DIRECTOR: HEIDI A. NICHOLAS Mgmt For For 1L. ELECTION OF DIRECTOR: ARTHUR J. ROONEY, II Mgmt For For 1M. ELECTION OF DIRECTOR: JOHN S. STANIK Mgmt For For 1N. ELECTION OF DIRECTOR: WILLIAM J. STRIMBU Mgmt For For 1O. ELECTION OF DIRECTOR: EARL K. WAHL, JR. Mgmt For For 2. ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER Mgmt For For COMPENSATION. 3. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For F.N.B.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 4. APPROVAL AND ADOPTION OF THE AMENDED F.N.B. Mgmt For For CORPORATION 2007 INCENTIVE COMPENSATION PLAN. -------------------------------------------------------------------------------------------------------------------------- FIRST FINANCIAL BANCORP. Agenda Number: 934190644 -------------------------------------------------------------------------------------------------------------------------- Security: 320209109 Meeting Type: Annual Ticker: FFBC Meeting Date: 26-May-2015 ISIN: US3202091092 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR J. WICKLIFFE ACH Mgmt For For DAVID S. BARKER Mgmt For For CYNTHIA O. BOOTH Mgmt For For MARK A. COLLAR Mgmt For For CLAUDE E. DAVIS Mgmt For For CORINNE R. FINNERTY Mgmt For For PETER E. GEIER Mgmt For For MURPH KNAPKE Mgmt For For SUSAN L. KNUST Mgmt For For WILLIAM J. KRAMER Mgmt For For JEFFREY D. MEYER Mgmt For For RICHARD E. OLSZEWSKI Mgmt For For MARIBETH S. RAHE Mgmt For For 2. TO APPROVE THE AMENDMENT TO THE COMPANY'S AMENDED AND Mgmt Against Against RESTATED REGULATIONS. 3. RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 4. ADVISORY (NON-BINDING) VOTE ON THE COMPENSATION OF THE Mgmt For For COMPANY'S EXECUTIVE OFFICERS. 5. ADJOURNMENT OF ANNUAL MEETING. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- FIRST MERCHANTS CORPORATION Agenda Number: 934142364 -------------------------------------------------------------------------------------------------------------------------- Security: 320817109 Meeting Type: Annual Ticker: FRME Meeting Date: 04-May-2015 ISIN: US3208171096 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR MICHAEL R. BECHER Mgmt For For WILLIAM L. HOY Mgmt For For PATRICK A. SHERMAN Mgmt For For 2. PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE Mgmt For For COMPENSATION OF FIRST MERCHANTS CORPORATION'S NAMED EXECUTIVE OFFICERS. 3. PROPOSAL TO RATIFY THE APPOINTMENT OF THE FIRM BKD, Mgmt For For LLP AS THE INDEPENDENT AUDITOR FOR 2015. -------------------------------------------------------------------------------------------------------------------------- FIRST MIDWEST BANCORP, INC. Agenda Number: 934190226 -------------------------------------------------------------------------------------------------------------------------- Security: 320867104 Meeting Type: Annual Ticker: FMBI Meeting Date: 20-May-2015 ISIN: US3208671046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: BARBARA A. BOIGEGRAIN Mgmt For For 1B. ELECTION OF DIRECTOR: PETER J. HENSELER Mgmt For For 1C. ELECTION OF DIRECTOR: PATRICK J. MCDONNELL Mgmt For For 1D. ELECTION OF DIRECTOR: ROBERT P. O'MEARA Mgmt For For 1E. ELECTION OF DIRECTOR: MARK G. SANDER Mgmt For For 2. APPROVAL OF AN ADVISORY (NON-BINDING) RESOLUTION Mgmt For For REGARDING THE COMPENSATION PAID IN 2014 TO FIRST MIDWEST BANCORP, INC.'S NAMED EXECUTIVE OFFICERS. 3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For AS FIRST MIDWEST BANCORP, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- GRANITE CONSTRUCTION INCORPORATED Agenda Number: 934197004 -------------------------------------------------------------------------------------------------------------------------- Security: 387328107 Meeting Type: Annual Ticker: GVA Meeting Date: 04-Jun-2015 ISIN: US3873281071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: DAVID H. KELSEY Mgmt For For 1B. ELECTION OF DIRECTOR: JAMES W. BRADFORD, JR. Mgmt For For 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION OF THE Mgmt For For NAMED EXECUTIVE OFFICERS. 3. TO ACT UPON A PROPOSAL TO APPROVE THE GRANITE Mgmt For For CONSTRUCTION INCORPORATED ANNUAL INCENTIVE PLAN. 4. TO ACT UPON A PROPOSAL TO APPROVE THE GRANITE Mgmt For For CONSTRUCTION INCORPORATED LONG TERM INCENTIVE PLAN. 5. TO RATIFY THE APPOINTMENT BY THE AUDIT/COMPLIANCE Mgmt For For COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS GRANITE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- GREEN PLAINS INC. Agenda Number: 934158141 -------------------------------------------------------------------------------------------------------------------------- Security: 393222104 Meeting Type: Annual Ticker: GPRE Meeting Date: 12-May-2015 ISIN: US3932221043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR TODD BECKER Mgmt For For THOMAS MANUEL Mgmt For For BRIAN PETERSON Mgmt For For ALAIN TREUER Mgmt For For -------------------------------------------------------------------------------------------------------------------------- IBERIABANK CORPORATION Agenda Number: 934182596 -------------------------------------------------------------------------------------------------------------------------- Security: 450828108 Meeting Type: Annual Ticker: IBKC Meeting Date: 05-May-2015 ISIN: US4508281080 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR ERNEST P. BREAUX, JR. Mgmt For For DARYL G. BYRD Mgmt For For JOHN N. CASBON Mgmt For For JOHN E. KOERNER, III Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3. TO CONSIDER AND APPROVE A NON-BINDING ADVISORY Mgmt Against Against RESOLUTION REGARDING THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- INFINITY PROPERTY AND CASUALTY CORP. Agenda Number: 934185326 -------------------------------------------------------------------------------------------------------------------------- Security: 45665Q103 Meeting Type: Annual Ticker: IPCC Meeting Date: 19-May-2015 ISIN: US45665Q1031 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR ANGELA BROCK-KYLE Mgmt For For TERESA A. CANIDA Mgmt For For JAMES R. GOBER Mgmt For For HAROLD E. LAYMAN Mgmt For For E. ROBERT MEANEY Mgmt For For DRAYTON NABERS, JR. Mgmt For For WILLIAM STANCIL STARNES Mgmt For For SAMUEL J. WEINHOFF Mgmt For For 2. RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For INFINITY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3. APPROVE, IN AN ADVISORY VOTE, THE COMPENSATION OF THE Mgmt For For COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT. 4. APPROVE THE ANNUAL EXECUTIVE BONUS PLAN. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- KNOLL, INC. Agenda Number: 934152048 -------------------------------------------------------------------------------------------------------------------------- Security: 498904200 Meeting Type: Annual Ticker: KNL Meeting Date: 06-May-2015 ISIN: US4989042001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR BURTON B. STANIAR Mgmt For For SIDNEY LAPIDUS Mgmt Withheld Against STEPHANIE STAHL Mgmt For For CHRISTOPHER G. KENNEDY Mgmt For For 2. TO RATIFY SELECTION OF ERNST & YOUNG LLP AS THE Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3. TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION. Mgmt Against Against -------------------------------------------------------------------------------------------------------------------------- KRONOS WORLDWIDE, INC. Agenda Number: 934157581 -------------------------------------------------------------------------------------------------------------------------- Security: 50105F105 Meeting Type: Annual Ticker: KRO Meeting Date: 20-May-2015 ISIN: US50105F1057 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR KEITH R. COOGAN Mgmt For For LORETTA J. FEEHAN Mgmt For For CECIL H. MOORE, JR. Mgmt Withheld Against BOBBY D. O'BRIEN Mgmt For For THOMAS P. STAFFORD Mgmt For For R. GERALD TURNER Mgmt For For STEVEN L. WATSON Mgmt For For C. KERN WILDENTHAL Mgmt For For 2. NONBINDING ADVISORY VOTE APPROVING NAMED EXECUTIVE Mgmt For For OFFICER COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- MB FINANCIAL, INC. Agenda Number: 934178662 -------------------------------------------------------------------------------------------------------------------------- Security: 55264U108 Meeting Type: Annual Ticker: MBFI Meeting Date: 27-May-2015 ISIN: US55264U1088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: DAVID P. BOLGER Mgmt Against Against 1B. ELECTION OF DIRECTOR: C. BRYAN DANIELS Mgmt For For 1C. ELECTION OF DIRECTOR: MITCHELL FEIGER Mgmt For For 1D. ELECTION OF DIRECTOR: CHARLES J. GRIES Mgmt For For 1E. ELECTION OF DIRECTOR: JAMES N. HALLENE Mgmt For For 1F. ELECTION OF DIRECTOR: THOMAS H. HARVEY Mgmt For For 1G. ELECTION OF DIRECTOR: RICHARD J. HOLMSTROM Mgmt For For 1H. ELECTION OF DIRECTOR: KAREN J. MAY Mgmt For For 1I. ELECTION OF DIRECTOR: RONALD D. SANTO Mgmt For For 1J. ELECTION OF DIRECTOR: JENNIFER W. STEANS Mgmt For For 1K. ELECTION OF DIRECTOR: RENEE TOGHER Mgmt For For 2. ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION. Mgmt For For 3. RATIFICATION OF THE APPOINTMENT OF MCGLADREY LLP AS Mgmt For For THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- MCGRATH RENTCORP Agenda Number: 934222213 -------------------------------------------------------------------------------------------------------------------------- Security: 580589109 Meeting Type: Annual Ticker: MGRC Meeting Date: 10-Jun-2015 ISIN: US5805891091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR WILLIAM J. DAWSON Mgmt For For ELIZABETH A. FETTER Mgmt For For ROBERT C. HOOD Mgmt For For DENNIS C. KAKURES Mgmt For For M. RICHARD SMITH Mgmt For For DENNIS P. STRADFORD Mgmt For For RONALD H. ZECH Mgmt For For 2. TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS THE Mgmt For For INDEPENDENT AUDITORS FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2015. 3. TO HOLD A NON-BINDING, ADVISORY VOTE TO APPROVE THE Mgmt For For COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- MEDICAL PROPERTIES TRUST, INC. Agenda Number: 934208388 -------------------------------------------------------------------------------------------------------------------------- Security: 58463J304 Meeting Type: Annual Ticker: MPW Meeting Date: 14-May-2015 ISIN: US58463J3041 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR EDWARD K. ALDAG, JR. Mgmt For For G. STEVEN DAWSON Mgmt For For R. STEVEN HAMNER Mgmt Withheld Against ROBERT E. HOLMES, PH.D. Mgmt For For SHERRY A. KELLETT Mgmt For For WILLIAM G. MCKENZIE Mgmt For For L. GLENN ORR, JR. Mgmt Withheld Against D. PAUL SPARKS, JR. Mgmt For For 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3. ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE Mgmt Against Against COMPENSATION. 4. AMENDMENT TO COMPANY'S CHARTER TO REMOVE PLURALITY Mgmt For For VOTING STANDARD IN UNCONTESTED DIRECTOR ELECTIONS. -------------------------------------------------------------------------------------------------------------------------- NATIONAL BANK HOLDINGS CORP Agenda Number: 934162455 -------------------------------------------------------------------------------------------------------------------------- Security: 633707104 Meeting Type: Annual Ticker: NBHC Meeting Date: 06-May-2015 ISIN: US6337071046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR FRANK V. CAHOUET Mgmt For For RALPH W. CLERMONT Mgmt For For ROBERT E. DEAN Mgmt Withheld Against FRED J. JOSEPH Mgmt For For G. TIMOTHY LANEY Mgmt For For MICHO F. SPRING Mgmt For For BURNEY S. WARREN, III Mgmt For For 2 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2015. 3 TO ADOPT A RESOLUTION APPROVING, ON AN ADVISORY, Mgmt For For NON-BINDING BASIS, THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED, PURSUANT TO ITEM 402 OF REGULATION S-K, IN THE PROXY STATEMENT. 4 TO SELECT, ON AN ADVISORY, NON-BINDING BASIS, THE Mgmt 1 Year Against FREQUENCY OF FUTURE SHAREHOLDER ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 5 TO APPROVE THE NATIONAL BANK HOLDINGS CORPORATION Mgmt For For EMPLOYEE STOCK PURCHASE PLAN, ATTACHED TO THE PROXY STATEMENT AS ANNEX A. -------------------------------------------------------------------------------------------------------------------------- NEW RESIDENTIAL INVESTMENT CORP. Agenda Number: 934188459 -------------------------------------------------------------------------------------------------------------------------- Security: 64828T201 Meeting Type: Annual Ticker: NRZ Meeting Date: 28-May-2015 ISIN: US64828T2015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR: MICHAEL NIERENBERG Mgmt For For 1.2 ELECTION OF DIRECTOR: KEVIN J. FINNERTY Mgmt Against Against 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR NEW RESIDENTIAL INVESTMENT CORP. FOR FISCAL YEAR 2015. -------------------------------------------------------------------------------------------------------------------------- NORTHFIELD BANCORP, INC. Agenda Number: 934190252 -------------------------------------------------------------------------------------------------------------------------- Security: 66611T108 Meeting Type: Annual Ticker: NFBK Meeting Date: 27-May-2015 ISIN: US66611T1088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR TIMOTHY C. HARRISON* Mgmt For For KAREN J. KESSLER* Mgmt For For SUSAN LAMBERTI# Mgmt For For PATRICK E. SCURA, JR.* Mgmt For For 2. THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3. AN ADVISORY (NON-BINDING) RESOLUTION TO APPROVE THE Mgmt Against Against EXECUTIVE COMPENSATION DESCRIBED IN THE PROXY STATEMENT. -------------------------------------------------------------------------------------------------------------------------- OLD NATIONAL BANCORP Agenda Number: 934145360 -------------------------------------------------------------------------------------------------------------------------- Security: 680033107 Meeting Type: Annual Ticker: ONB Meeting Date: 07-May-2015 ISIN: US6800331075 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR ALAN W BRAUN Mgmt For For LARRY E DUNIGAN Mgmt For For NIEL C ELLERBROOK Mgmt For For ANDREW E GOEBEL Mgmt For For JEROME F HENRY JR Mgmt For For ROBERT G JONES Mgmt For For PHELPS L LAMBERT Mgmt For For ARTHUR H MCELWEE JR Mgmt For For JAMES T MORRIS Mgmt For For RANDALL T SHEPARD Mgmt For For REBECCA S SKILLMAN Mgmt For For KELLY N STANLEY Mgmt For For LINDA E WHITE Mgmt For For 2 ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE Mgmt For For COMPENSATION. 3 RATIFICATION OF THE APPOINTMENT OF CROWE HORWATH LLP Mgmt For For AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- OM GROUP, INC. Agenda Number: 934200647 -------------------------------------------------------------------------------------------------------------------------- Security: 670872100 Meeting Type: Annual Ticker: OMG Meeting Date: 01-Jun-2015 ISIN: US6708721005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR CARL R. CHRISTENSON Mgmt For For JOSEPH M. GINGO Mgmt For For DAVID A. LORBER Mgmt For For 2. APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC Mgmt For For ACCOUNTANT. 3. ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE Mgmt For For OFFICERS. -------------------------------------------------------------------------------------------------------------------------- PATTERSON-UTI ENERGY, INC. Agenda Number: 934196278 -------------------------------------------------------------------------------------------------------------------------- Security: 703481101 Meeting Type: Annual Ticker: PTEN Meeting Date: 04-Jun-2015 ISIN: US7034811015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR MARK S. SIEGEL Mgmt For For KENNETH N. BERNS Mgmt For For CHARLES O. BUCKNER Mgmt For For MICHAEL W. CONLON Mgmt For For CURTIS W. HUFF Mgmt For For TERRY H. HUNT Mgmt For For TIFFANY J. THOM Mgmt For For 2. APPROVAL OF AN ADVISORY RESOLUTION ON PATTERSON-UTI'S Mgmt Against Against COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS. 3. RATIFICATION OF THE SELECTION OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF PATTERSON-UTI FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. -------------------------------------------------------------------------------------------------------------------------- PRECISION DRILLING CORPORATION Agenda Number: 934188031 -------------------------------------------------------------------------------------------------------------------------- Security: 74022D308 Meeting Type: Annual Ticker: PDS Meeting Date: 13-May-2015 ISIN: CA74022D3085 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR WILLIAM T. DONOVAN Mgmt For For BRIAN J. GIBSON Mgmt For For ALLEN R. HAGERMAN Mgmt For For CATHERINE J. HUGHES Mgmt For For STEVEN W. KRABLIN Mgmt For For STEPHEN J.J. LETWIN Mgmt For For KEVIN O. MEYERS Mgmt For For KEVIN A. NEVEU Mgmt For For ROBERT L. PHILLIPS Mgmt For For 02 APPOINTING KPMG LLP, CHARTERED ACCOUNTANTS, AS THE Mgmt For For AUDITORS OF THE CORPORATION AND AUTHORIZING THE BOARD OF DIRECTORS TO FIX THE AUDITORS' FEES, FOR THE ENSUING YEAR; 03 ACCEPTING THE CORPORATION'S APPROACH TO EXECUTIVE Mgmt For For COMPENSATION, ON AN ADVISORY BASIS ("SAY ON PAY"). -------------------------------------------------------------------------------------------------------------------------- PROASSURANCE CORPORATION Agenda Number: 934169459 -------------------------------------------------------------------------------------------------------------------------- Security: 74267C106 Meeting Type: Annual Ticker: PRA Meeting Date: 27-May-2015 ISIN: US74267C1062 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR M. JAMES GORRIE Mgmt For For ZIAD R. HAYDAR Mgmt For For FRANK A. SPINOSA Mgmt For For THOMAS A.S. WILSON, JR. Mgmt For For 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For INDEPENDENT AUDITORS. 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- SNYDER'S-LANCE, INC. Agenda Number: 934174727 -------------------------------------------------------------------------------------------------------------------------- Security: 833551104 Meeting Type: Annual Ticker: LNCE Meeting Date: 06-May-2015 ISIN: US8335511049 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR JEFFREY A. ATKINS Mgmt For For PETER P. BRUBAKER Mgmt For For LAWRENCE V. JACKSON Mgmt For For CARL E. LEE, JR. Mgmt For For DAVID C. MORAN Mgmt For For ISAIAH TIDWELL Mgmt For For 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. Mgmt For For 3. RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP AS Mgmt For For INDEPENDENT PUBLIC ACCOUNTING FIRM. -------------------------------------------------------------------------------------------------------------------------- SOTHEBY'S Agenda Number: 934153571 -------------------------------------------------------------------------------------------------------------------------- Security: 835898107 Meeting Type: Annual Ticker: BID Meeting Date: 07-May-2015 ISIN: US8358981079 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: JOHN M. ANGELO Mgmt For For 1B. ELECTION OF DIRECTOR: JESSICA M. BIBLIOWICZ Mgmt For For 1C. ELECTION OF DIRECTOR: KEVIN C. CONROY Mgmt For For 1D. ELECTION OF DIRECTOR: DOMENICO DE SOLE Mgmt For For 1E. ELECTION OF DIRECTOR: THE DUKE OF DEVONSHIRE Mgmt For For 1F. ELECTION OF DIRECTOR: DANIEL S. LOEB Mgmt For For 1G. ELECTION OF DIRECTOR: OLIVIER REZA Mgmt For For 1H. ELECTION OF DIRECTOR: MARSHA E. SIMMS Mgmt For For 1I. ELECTION OF DIRECTOR: THOMAS S. SMITH, JR. Mgmt For For 1J. ELECTION OF DIRECTOR: ROBERT S. TAUBMAN Mgmt For For 1K. ELECTION OF DIRECTOR: DIANA L. TAYLOR Mgmt For For 1L. ELECTION OF DIRECTOR: DENNIS M. WEIBLING Mgmt For For 1M. ELECTION OF DIRECTOR: HARRY J. WILSON Mgmt For For 2. RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP Mgmt For For AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3. APPROVAL OF THE AMENDED AND RESTATED SOTHEBY'S STOCK Mgmt For For COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS. 4. ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- SUPERIOR ENERGY SERVICES, INC. Agenda Number: 934197042 -------------------------------------------------------------------------------------------------------------------------- Security: 868157108 Meeting Type: Annual Ticker: SPN Meeting Date: 22-May-2015 ISIN: US8681571084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR HAROLD J. BOUILLION Mgmt For For DAVID D. DUNLAP Mgmt For For JAMES M. FUNK Mgmt For For TERENCE E. HALL Mgmt For For PETER D. KINNEAR Mgmt For For MICHAEL M. MCSHANE Mgmt For For W. MATT RALLS Mgmt For For JUSTIN L. SULLIVAN Mgmt For For 2. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF Mgmt For For OUR NAMED EXECUTIVE OFFICERS. 3. ADOPTION OF THE AMENDED AND RESTATED 2013 STOCK Mgmt For For INCENTIVE PLAN. 4. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. -------------------------------------------------------------------------------------------------------------------------- THE ANDERSONS, INC. Agenda Number: 934151971 -------------------------------------------------------------------------------------------------------------------------- Security: 034164103 Meeting Type: Annual Ticker: ANDE Meeting Date: 08-May-2015 ISIN: US0341641035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR MICHAEL J. ANDERSON SR. Mgmt For For GERARD M. ANDERSON Mgmt For For CATHERINE M. KILBANE Mgmt For For ROBERT J. KING, JR. Mgmt For For ROSS W. MANIRE Mgmt For For DONALD L. MENNEL Mgmt For For PATRICK S. MULLIN Mgmt For For JOHN T. STOUT, JR. Mgmt For For JACQUELINE F. WOODS Mgmt For For 2. PROPOSAL TO AMEND THE AMENDED AND RESTATED ARTICLES OF Mgmt For For INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK, NO PAR VALUE TO 63,000,000 SHARES, WITH NO CHANGE TO THE AUTHORIZATION TO ISSUE 1,000,000 PREFERRED SHARES, NO PAR VALUE. 3. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 4. AN ADVISORY VOTE ON THE EXECUTIVE COMPENSATION Mgmt For For APPROVING THE RESOLUTION PROVIDED IN THE PROXY STATEMENT. TFGT Total Return Bond Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. TFGT Ultra Short Duration Fixed Income Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. * Management position unknown
TFGT Arbitrage Fund -------------------------------------------------------------------------------------------------------------------------- AUTONAVI HOLDINGS LIMITED (AMAP) Agenda Number: 934049493 -------------------------------------------------------------------------------------------------------------------------- Security: 05330F106 Meeting Type: Special Ticker: AMAP Meeting Date: 16-Jul-2014 ISIN: US05330F1066 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management S1. THAT THE AGREEMENT AND PLAN OF MERGER DATED AS OF Mgmt Take No Action APRIL 11, 2014 (THE "MERGER AGREEMENT") AMONG ALIBABA INVESTMENT LIMITED ("PARENT"), ALI ET INVESTMENT HOLDING LIMITED ("MERGER SUB") AND AUTONAVI HOLDINGS LIMITED (THE "COMPANY") (SUCH MERGER AGREEMENT BEING IN THE FORM ATTACHED TO THE PROXY STATEMENT ACCOMPANYING ... (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL) O2. THAT THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING Mgmt Take No Action BE INSTRUCTED TO ADJOURN THE EXTRAORDINARY GENERAL MEETING IN ORDER TO ALLOW THE COMPANY TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT THERE ARE INSUFFICIENT PROXIES RECEIVED AT THE TIME OF THE EXTRAORDINARY GENERAL MEETING TO PASS THE SPECIAL RESOLUTION TO BE PROPOSED AT THE EXTRAORDINARY GENERAL MEETING -------------------------------------------------------------------------------------------------------------------------- COMPUWARE CORPORATION Agenda Number: 934096985 -------------------------------------------------------------------------------------------------------------------------- Security: 205638109 Meeting Type: Special Ticker: CPWR Meeting Date: 08-Dec-2014 ISIN: US2056381096 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO CONSIDER AND VOTE ON THE PROPOSAL TO APPROVE THE Mgmt For For AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 2, 2014, BY AND AMONG COMPUWARE CORPORATION, PROJECT COPPER HOLDINGS, LLC AND PROJECT COPPER MERGER CORP., AS IT MAY BE AMENDED FROM TIME TO TIME. 2. TO CONSIDER AND VOTE ON ANY PROPOSAL TO ADJOURN THE Mgmt For For SPECIAL MEETING TO A LATER DATE OR DATES IF NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO APPROVE THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING. 3. TO APPROVE, BY NONBINDING, ADVISORY VOTE, COMPENSATION Mgmt For For THAT WILL OR MAY BECOME PAYABLE BY COMPUWARE TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. -------------------------------------------------------------------------------------------------------------------------- CONCUR TECHNOLOGIES, INC. Agenda Number: 934088180 -------------------------------------------------------------------------------------------------------------------------- Security: 206708109 Meeting Type: Special Ticker: CNQR Meeting Date: 19-Nov-2014 ISIN: US2067081099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. ADOPTION OF THE MERGER AGREEMENT Mgmt For For 2. APPROVAL, BY NON-BINDING VOTE, OF GOLDEN PARACHUTE Mgmt For For COMPENSATION 3. APPROVAL OF ADJOURNMENT PROPOSAL Mgmt For For -------------------------------------------------------------------------------------------------------------------------- EMERITUS CORPORATION Agenda Number: 934045192 -------------------------------------------------------------------------------------------------------------------------- Security: 291005106 Meeting Type: Special Ticker: ESC Meeting Date: 10-Jul-2014 ISIN: US2910051067 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS Mgmt For For OF FEBRUARY 20, 2014, BY AND AMONG BROOKDALE SENIOR LIVING INC., BROADWAY MERGER SUB CORPORATION AND EMERITUS CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. 2. TO CONDUCT A NON-BINDING, ADVISORY VOTE TO APPROVE THE Mgmt For For MERGER-RELATED COMPENSATION ARRANGEMENTS OF OUR NAMED EXECUTIVE OFFICERS. 3. TO APPROVE ANY MOTION TO ADJOURN THE EMERITUS SPECIAL Mgmt For For MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES. -------------------------------------------------------------------------------------------------------------------------- FOSTER WHEELER AG Agenda Number: 934047576 -------------------------------------------------------------------------------------------------------------------------- Security: H27178104 Meeting Type: Special Ticker: FWLT Meeting Date: 10-Jul-2014 ISIN: CH0018666781 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR EFFECTIVE AS OF THE ELECTION Mgmt For For EFFECTIVE DATE: TARUN BAFNA 1B. ELECTION OF DIRECTOR EFFECTIVE AS OF THE ELECTION Mgmt For For EFFECTIVE DATE: SAMIR Y. BRIKHO 1C. ELECTION OF DIRECTOR EFFECTIVE AS OF THE ELECTION Mgmt For For EFFECTIVE DATE: IAN P. MCHOUL 2. ELECTION OF IAN P. MCHOUL AS CHAIRMAN OF THE BOARD OF Mgmt For For DIRECTORS EFFECTIVE AS OF THE ELECTION EFFECTIVE DATE. 3A. ELECTION OF THE COMPENSATION AND EXECUTIVE DEVELOPMENT Mgmt For For COMMITTEE OF THE BOARD OF DIRECTOR EFFECTIVE AS OF THE ELECTION EFFECTIVE DATE: TARUN BAFNA 3B. ELECTION OF THE COMPENSATION AND EXECUTIVE DEVELOPMENT Mgmt For For COMMITTEE OF THE BOARD OF DIRECTOR EFFECTIVE AS OF THE ELECTION EFFECTIVE DATE: SAMIR Y. BRIKHO 3C. ELECTION OF THE COMPENSATION AND EXECUTIVE DEVELOPMENT Mgmt For For COMMITTEE OF THE BOARD OF DIRECTOR EFFECTIVE AS OF THE ELECTION EFFECTIVE DATE: IAN P. MCHOUL 4. APPROVAL OF AMENDMENTS TO OUR ARTICLES OF ASSOCIATION Mgmt For For TO REVISE THE TRANSFER RESTRICTIONS AND THE VOTING LIMITATIONS AND TO ADD NEW DEFINITIONS. 5. IF NEW OR AMENDED PROPOSALS, AS WELL AS NEW AGENDA Mgmt For For ITEMS ACCORDING TO ARTICLE 700 PARA 3 OF THE SWISS CODE OF OBLIGATIONS, ARE PUT BEFORE THE MEETING, BY MARKING THE BOX TO THE RIGHT, I HEREBY INSTRUCT THE INDEPENDENT PROXY (OR THE SUBSTITUTE PROXY APPOINTED BY THE BOARD OF DIRECTORS IF THE INDEPENDENT PROXY IS INCAPABLE OF ACTING) TO VOTE AS FOLLOWS: MARK THE FOR BOX TO VOTE ACCORDING TO THE POSITION OF THE BOARD OF DIRECTORS, MARK THE AGAINST BOX TO VOTE AGAINST NEW/AMENDED PROPOSALS OR AGENDA ITEMS, MARK ABSTAIN TO ABSTAIN FROM VOTING. -------------------------------------------------------------------------------------------------------------------------- HUDSON CITY BANCORP, INC. Agenda Number: 934095224 -------------------------------------------------------------------------------------------------------------------------- Security: 443683107 Meeting Type: Annual Ticker: HCBK Meeting Date: 16-Dec-2014 ISIN: US4436831071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.A ELECTION OF DIRECTOR: WILLIAM G. BARDEL Mgmt No vote 1.B ELECTION OF DIRECTOR: SCOTT A. BELAIR Mgmt No vote 1.C ELECTION OF DIRECTOR: ANTHONY J. FABIANO Mgmt No vote 1.D ELECTION OF DIRECTOR: CORNELIUS E. GOLDING Mgmt No vote 1.E ELECTION OF DIRECTOR: DONALD O. QUEST, M.D. Mgmt No vote 1.F ELECTION OF DIRECTOR: JOSEPH G. SPONHOLZ Mgmt No vote 2. THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS Mgmt No vote HUDSON CITY BANCORP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. 3. THE APPROVAL OF A NON-BINDING ADVISORY PROPOSAL ON Mgmt No vote NAMED EXECUTIVE OFFICER COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- INTEGRYS ENERGY GROUP, INC. Agenda Number: 934089411 -------------------------------------------------------------------------------------------------------------------------- Security: 45822P105 Meeting Type: Special Ticker: TEG Meeting Date: 21-Nov-2014 ISIN: US45822P1057 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER BY AND AMONG Mgmt For For WISCONSIN ENERGY CORPORATION AND INTEGRYS ENERGY GROUP, INC., DATED JUNE 22, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME (THE "MERGER PROPOSAL"). 2. TO APPROVE, ON AN ADVISORY BASIS, THE MERGER-RELATED Mgmt For For COMPENSATION ARRANGEMENTS OF THE NAMED EXECUTIVE OFFICERS OF INTEGRYS ENERGY GROUP, INC. 3. TO APPROVE ANY MOTION TO ADJOURN THE SPECIAL MEETING Mgmt For For OF INTEGRYS ENERGY GROUP, INC., IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES IN THE EVENT THAT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER PROPOSAL. -------------------------------------------------------------------------------------------------------------------------- INTERNATIONAL RECTIFIER CORPORATION Agenda Number: 934084586 -------------------------------------------------------------------------------------------------------------------------- Security: 460254105 Meeting Type: Special Ticker: IRF Meeting Date: 04-Nov-2014 ISIN: US4602541058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt For For DATED AUGUST 20, 2014 (REFERRED TO AS THE MERGER AGREEMENT), BY AND AMONG INTERNATIONAL RECTIFIER CORPORATION, INFINEON TECHNOLOGIES AG, OR INFINEON, AND SURF MERGER SUB INC., A WHOLLY OWNED SUBSIDIARY OF INFINEON, AS IT MAY BE AMENDED FROM TIME TO TIME (A COPY OF THE MERGER AGREEMENT IS ATTACHED AS ANNEX A TO THE PROXY STATEMENT). 2. PROPOSAL TO APPROVE, BY NON-BINDING VOTE, COMPENSATION Mgmt For For THAT WILL OR MAY BECOME PAYABLE BY INTERNATIONAL RECTIFIER TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER AS CONTEMPLATED BY THE MERGER AGREEMENT. 3. PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER Mgmt For For DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT THE MERGER AGREEMENT AT THE TIME OF THE SPECIAL MEETING. -------------------------------------------------------------------------------------------------------------------------- KODIAK OIL & GAS CORP. Agenda Number: 934094018 -------------------------------------------------------------------------------------------------------------------------- Security: 50015Q100 Meeting Type: Special Ticker: KOG Meeting Date: 03-Dec-2014 ISIN: CA50015Q1000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 TO APPROVE A SPECIAL RESOLUTION IN RESPECT OF THE Mgmt For For CONTINUANCE OF KODIAK FROM THE JURISDICTION OF THE YUKON TERRITORY TO THE JURISDICTION OF THE PROVINCE OF BRITISH COLUMBIA, A COPY OF WHICH IS ATTACHED AS ANNEX A TO THE JOINT PROXY STATEMENT/CIRCULAR. 02 TO APPROVE A SPECIAL RESOLUTION IN RESPECT OF THE Mgmt For For ARRANGEMENT, A COPY OF WHICH IS ATTACHED AS ANNEX B TO THE JOINT PROXY STATEMENT/CIRCULAR. 03 TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE Mgmt For For COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO KODIAK'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE ARRANGEMENT. 04 TO APPROVE ANY MOTION TO ADJOURN THE SPECIAL MEETING, Mgmt For For IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES. -------------------------------------------------------------------------------------------------------------------------- NORTHSTAR REALTY FINANCE CORP. Agenda Number: 934066158 -------------------------------------------------------------------------------------------------------------------------- Security: 66704R704 Meeting Type: Annual Ticker: NRF Meeting Date: 05-Sep-2014 ISIN: US66704R7044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR DAVID T. HAMAMOTO Mgmt No vote JUDITH A. HANNAWAY Mgmt No vote WESLEY D. MINAMI Mgmt No vote LOUIS J. PAGLIA Mgmt No vote CHARLES W. SCHOENHERR Mgmt No vote 2. ADOPTION OF A RESOLUTION APPROVING, ON A NON-BINDING, Mgmt No vote ADVISORY BASIS, NAMED EXECUTIVE OFFICER COMPENSATION AS MORE PARTICULARLY DESCRIBED IN THE PROXY STATEMENT. 3. RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP Mgmt No vote AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. -------------------------------------------------------------------------------------------------------------------------- NORTHSTAR REALTY FINANCE CORP. Agenda Number: 934093953 -------------------------------------------------------------------------------------------------------------------------- Security: 66704R704 Meeting Type: Special Ticker: NRF Meeting Date: 28-Nov-2014 ISIN: US66704R7044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. THE ISSUANCE OF SHARES OF THE COMPANY'S COMMON STOCK Mgmt No vote TO THE STOCKHOLDERS OF GRIFFIN-AMERICAN HEALTHCARE REIT II, INC., AND TO THE LIMITED PARTNERS OF GRIFFIN-AMERICAN HEALTHCARE REIT II HOLDINGS, LP, PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 5, 2014 ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 2. TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR Mgmt No vote DATES, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF COMPANY COMMON STOCK TO GRIFFIN-AMERICAN COMMON STOCKHOLDERS AND GRIFFIN-AMERICAN OPERATING PARTNERSHIP LIMITED PARTNERS PURSUANT TO THE MERGER AGREEMENT -------------------------------------------------------------------------------------------------------------------------- PEPCO HOLDINGS, INC. Agenda Number: 934069368 -------------------------------------------------------------------------------------------------------------------------- Security: 713291102 Meeting Type: Special Ticker: POM Meeting Date: 23-Sep-2014 ISIN: US7132911022 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Mgmt For For APRIL 29, 2014, AS AMENDED AND RESTATED BY THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 18, 2014 (THE "MERGER AGREEMENT"), AMONG PEPCO HOLDINGS, INC., A DELAWARE CORPORATION ("PHI"), EXELON CORPORATION, A PENNSYLVANIA CORPORATION, & PURPLE ACQUISITION CORP., A DELAWARE CORPORATION AND AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF EXELON CORPORATION, WHEREBY PURPLE ACQUISITION CORP. WILL BE MERGED WITH AND INTO PHI, WITH PHI BEING THE SURVIVING CORPORATION (THE "MERGER"). 2. TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE Mgmt For For COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF PHI IN CONNECTION WITH THE COMPLETION OF THE MERGER. 3. TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING, IF Mgmt For For NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THAT TIME TO APPROVE THE PROPOSAL TO ADOPT THE MERGER AGREEMENT. -------------------------------------------------------------------------------------------------------------------------- PEREGRINE SEMICONDUCTOR Agenda Number: 934089497 -------------------------------------------------------------------------------------------------------------------------- Security: 71366R703 Meeting Type: Special Ticker: PSMI Meeting Date: 19-Nov-2014 ISIN: US71366R7035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Mgmt For For AUGUST 22, 2014, BY AND AMONG MURATA ELECTRONICS NORTH AMERICA, INC., A TEXAS CORPORATION ("MURATA"), PJ FALCON ACQUISITION COMPANY, LIMITED, A DELAWARE CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF MURATA, AND PEREGRINE SEMICONDUCTOR CORPORATION, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. 2. TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING TO A Mgmt For For LATER DATE, IF THE CHAIRMAN OF THE SPECIAL MEETING DETERMINES THAT IT IS NECESSARY OR APPROPRIATE AND IS PERMITTED BY THE MERGER AGREEMENT, TO SOLICIT ADDITIONAL PROXIES IF THERE IS NOT A QUORUM PRESENT OR THERE ARE NOT SUFFICIENT VOTES ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). -------------------------------------------------------------------------------------------------------------------------- PIKE CORPORATION Agenda Number: 934103742 -------------------------------------------------------------------------------------------------------------------------- Security: 721283109 Meeting Type: Special Ticker: PIKE Meeting Date: 18-Dec-2014 ISIN: US7212831090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS Mgmt For For OF AUGUST 4, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG PIKE CORPORATION, PIONEER PARENT, INC. AND PIONEER MERGER SUB, INC. (THE "MERGER AGREEMENT"). 2. TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE Mgmt For For COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE NAMED EXECUTIVE OFFICERS OF PIKE CORPORATION IN CONNECTION WITH THE MERGER, ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3. TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF Mgmt For For NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT. -------------------------------------------------------------------------------------------------------------------------- ROCKWOOD HOLDINGS, INC. Agenda Number: 934083801 -------------------------------------------------------------------------------------------------------------------------- Security: 774415103 Meeting Type: Special Ticker: ROC Meeting Date: 14-Nov-2014 ISIN: US7744151033 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt For For DATED AS OF JULY 15, 2014, AMONG ALBEMARLE CORPORATION, ALBEMARLE HOLDINGS CORPORATION AND ROCKWOOD HOLDINGS, INC., AS IT MAY BE AMENDED FROM TIME TO TIME. 2. PROPOSAL TO APPROVE, ON AN ADVISORY NON-BINDING BASIS, Mgmt For For THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO ROCKWOOD HOLDINGS, INC.'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. 3. PROPOSAL TO APPROVE THE ADJOURNMENT OF THE SPECIAL Mgmt For For MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT PROPOSAL 1. -------------------------------------------------------------------------------------------------------------------------- SAFEWAY INC. Agenda Number: 934050585 -------------------------------------------------------------------------------------------------------------------------- Security: 786514208 Meeting Type: Annual Ticker: SWY Meeting Date: 25-Jul-2014 ISIN: US7865142084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN OF Mgmt For For MERGER (THE "MERGER AGREEMENT"), DATED MARCH 6, 2014 AND AMENDED ON APRIL 7, 2014 AND ON JUNE 13, 2014, BY AND AMONG SAFEWAY INC., AB ACQUISITION LLC, ALBERTSON'S HOLDINGS LLC, ALBERTSON'S LLC AND SATURN ACQUISITION MERGER SUB, INC. 2. NON-BINDING ADVISORY APPROVAL OF THE COMPENSATION THAT Mgmt For For MAY BE PAID OR BECOME PAYABLE TO SAFEWAY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. 3. APPROVAL AND ADOPTION OF THE ADJOURNMENT OF THE ANNUAL Mgmt For For MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES FOR THE ADOPTION OF THE MERGER AGREEMENT. 5. NON-BINDING ADVISORY APPROVAL OF THE COMPANY'S Mgmt For For EXECUTIVE COMPENSATION ("SAY-ON-PAY"). 6. RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP Mgmt For For AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014. 7. STOCKHOLDER PROPOSAL REGARDING LABELING PRODUCTS THAT Shr Against For CONTAIN GENETICALLY ENGINEERED INGREDIENTS. 8. STOCKHOLDER PROPOSAL REGARDING EXTENDED PRODUCER Shr Against For RESPONSIBILITY. 4A. ELECTION OF DIRECTOR: ROBERT L. EDWARDS Mgmt For For 4B. ELECTION OF DIRECTOR: JANET E. GROVE Mgmt For For 4C. ELECTION OF DIRECTOR: MOHAN GYANI Mgmt For For 4D. ELECTION OF DIRECTOR: FRANK C. HERRINGER Mgmt For For 4E. ELECTION OF DIRECTOR: GEORGE J. MORROW Mgmt For For 4F. ELECTION OF DIRECTOR: KENNETH W. ODER Mgmt For For 4G. ELECTION OF DIRECTOR: T. GARY ROGERS Mgmt For For 4H. ELECTION OF DIRECTOR: ARUN SARIN Mgmt For For 4I. ELECTION OF DIRECTOR: WILLIAM Y. TAUSCHER Mgmt For For -------------------------------------------------------------------------------------------------------------------------- SCHAWK, INC. Agenda Number: 934053771 -------------------------------------------------------------------------------------------------------------------------- Security: 806373106 Meeting Type: Special Ticker: SGK Meeting Date: 29-Jul-2014 ISIN: US8063731066 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO APPROVE THE ADOPTION OF THE AGREEMENT AND PLAN OF Mgmt For For MERGER AND REORGANIZATION, DATED AS OF MARCH 16, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG MATTHEWS INTERNATIONAL CORPORATION, ("MATTHEWS"), MOONLIGHT MERGER SUB CORP., A WHOLLY-OWNED SUBSIDIARY OF MATTHEWS, MOONLIGHT MERGER SUB LLC, A WHOLLY-OWNED SUBSIDIARY OF MATTHEWS, AND SCHAWK, INC. 2. TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF Mgmt For For NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. 3. TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN Mgmt For For COMPENSATION PAID OR PAYABLE TO SCHAWK, INC.'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. -------------------------------------------------------------------------------------------------------------------------- TRIQUINT SEMICONDUCTOR, INC. Agenda Number: 934064065 -------------------------------------------------------------------------------------------------------------------------- Security: 89674K103 Meeting Type: Special Ticker: TQNT Meeting Date: 05-Sep-2014 ISIN: US89674K1034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER AND Mgmt For For REORGANIZATION, DATED AS OF FEBRUARY 22, 2014 (THE "MERGER AGREEMENT"), BY AND AMONG TRIQUINT SEMICONDUCTOR, INC., RF MICRO DEVICES, INC., AND ROCKY HOLDING, INC., A NEWLY FORMED DELAWARE CORPORATION - THE MERGERS WILL ONLY OCCUR IF PROPOSAL NO. 2 IS ALSO APPROVED 2. TO APPROVE THE ABSENCE OF A PROVISION IN ROCKY Mgmt For For HOLDING'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THAT WOULD PROVIDE FOR DIRECTORS OF ROCKY HOLDING TO BE ELECTED BY MAJORITY VOTE, WHICH PROVISION IS INSTEAD LOCATED IN ROCKY HOLDING'S AMENDED AND RESTATED BYLAWS 3. TO ADJOURN THE TRIQUINT SPECIAL MEETING, IF NECESSARY Mgmt For For OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE MERGER PROPOSAL OR TO APPROVE THE ABSENCE OF A MAJORITY VOTING PROVISION IN ROCKY HOLDING'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 4. TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE Mgmt For For COMPENSATION ARRANGEMENTS FOR TRIQUINT'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGERS 5. TO APPROVE THE AMENDED TRIQUINT 2013 INCENTIVE PLAN Mgmt For For -------------------------------------------------------------------------------------------------------------------------- TRW AUTOMOTIVE HOLDINGS CORP. Agenda Number: 934090995 -------------------------------------------------------------------------------------------------------------------------- Security: 87264S106 Meeting Type: Special Ticker: TRW Meeting Date: 19-Nov-2014 ISIN: US87264S1069 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Mgmt For For SEPTEMBER 15, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG TRW AUTOMOTIVE HOLDINGS CORP., ZF FRIEDRICHSHAFEN AG AND MSNA, INC. 2. TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN Mgmt For For COMPENSATION THAT WILL OR MAY BE PAID BY TRW AUTOMOTIVE HOLDINGS CORP. TO ITS NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. 3. TO APPROVE AN ADJOURNMENT OF THE SPECIAL MEETING OF Mgmt For For STOCKHOLDERS OF TRW AUTOMOTIVE HOLDINGS CORP., FROM TIME TO TIME, IF NECESSARY OR APPROPRIATE, FOR THE PURPOSE OF SOLICITING ADDITIONAL VOTES FOR THE ADOPTION OF THE MERGER AGREEMENT. -------------------------------------------------------------------------------------------------------------------------- TW TELECOM INC. Agenda Number: 934082431 -------------------------------------------------------------------------------------------------------------------------- Security: 87311L104 Meeting Type: Special Ticker: TWTC Meeting Date: 28-Oct-2014 ISIN: US87311L1044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt For For DATED AS OF 6/15/14, AS AMENDED FROM TIME TO TIME, BY AND AMONG TW TELECOM INC. ("TW TELECOM"), LEVEL 3 COMMUNICATIONS, INC. ("LEVEL 3"), SATURN MERGER SUB 1, LLC ("SATURN MERGER SUB 1") & SATURN MERGER SUB 2, LLC, PURSUANT TO WHICH SATURN MERGER SUB 1, A WHOLLY .. (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL). 02 PROPOSAL TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, Mgmt For For THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO TW TELECOM'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, AND THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE. 03 PROPOSAL TO APPROVE THE CONTINUATION, ADJOURNMENT OR Mgmt For For POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE MERGER PROPOSAL (PROPOSAL 1). -------------------------------------------------------------------------------------------------------------------------- URS CORPORATION Agenda Number: 934077909 -------------------------------------------------------------------------------------------------------------------------- Security: 903236107 Meeting Type: Special Ticker: URS Meeting Date: 16-Oct-2014 ISIN: US9032361076 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt For For DATED AS OF JULY 11, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME (THE "MERGER AGREEMENT"), BY AND AMONG AECOM TECHNOLOGY CORPORATION, URS CORPORATION, ACM MOUNTAIN I, LLC AND ACM MOUNTAIN II, LLC. 2. PROPOSAL TO ADJOURN THE URS SPECIAL MEETING, IF Mgmt For For NECESSARY AND APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE SUCH PROPOSAL. 3. PROPOSAL, ON AN ADVISORY (NON-BINDING) BASIS, TO Mgmt For For APPROVE THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO URS'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER, AND THE AGREEMENTS AND UNDERSTANDINGS PURSUANT TO WHICH SUCH COMPENSATION MAY BE PAID OR BECOME PAYABLE, AS DESCRIBED IN THE SECTION OF THE JOINT PROXY STATEMENT/PROSPECTUS FOR THE MERGER ENTITLED "THE MERGER- INTEREST OF URS'S DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER- GOLDEN PARACHUTE COMPENSATION". TFGT Emerging Markets Equity Fund -------------------------------------------------------------------------------------------------------------------------- AVENG LTD, MORNINGSIDE Agenda Number: 705509264 -------------------------------------------------------------------------------------------------------------------------- Security: S0805F129 Meeting Type: OGM Ticker: Meeting Date: 19-Sep-2014 ISIN: ZAE000111829 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 AUTHORISE SPECIFIC ISSUE OF SHARES UPON CONVERSION OF Mgmt For For THE CONVERTIBLE BONDS CMMT 02 SEP 2014: PLEASE NOTE THAT THE MEETING TYPE WAS Non-Voting CHANGED FROM EGM TO OGM. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- AVENG LTD, MORNINGSIDE Agenda Number: 705578865 -------------------------------------------------------------------------------------------------------------------------- Security: S0805F129 Meeting Type: AGM Ticker: Meeting Date: 04-Nov-2014 ISIN: ZAE000111829 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.O11 ELECTION OF DIRECTOR - MR ERIC DIACK Mgmt For For 1.O12 ELECTION OF DIRECTOR - MS KHOLEKA MZONDEKI Mgmt For For 1.O13 ELECTION OF DIRECTOR - MR ADRIAN MACARTNEY Mgmt For For 2.O21 RE-ELECTION OF DIRECTOR - MR DAVID ROBINSON Mgmt For For 2.O22 RE-ELECTION OF DIRECTOR - MS MAY HERMANUS Mgmt For For 2.O23 RE-ELECTION OF DIRECTOR - MR PETER ERASMUS Mgmt For For 2.O24 RE-ELECTION OF DIRECTOR - MR PETER WARD Mgmt For For 3.O31 ELECTION OF AUDIT COMMITTEE MEMBER - MR PETER WARD Mgmt For For 3.O32 ELECTION OF AUDIT COMMITTEE MEMBER - MR ERIC DIACK Mgmt For For 3.O33 ELECTION OF AUDIT COMMITTEE MEMBER - MS KHOLEKA Mgmt For For MZONDEKI 4.O.4 REAPPOINTMENT OF EXTERNAL AUDITORS: ERNST & YOUNG INC Mgmt For For 5.O.5 ENDORSEMENT OF REMUNERATION REPORT Mgmt For For 6.S.1 GENERAL AUTHORITY TO REPURCHASE SHARES Mgmt For For 7.S.2 NON-EXECUTIVE DIRECTORS' REMUNERATION Mgmt For For 8.S.3 FINANCIAL ASSISTANCE TO RELATED AND INTER-RELATED Mgmt For For COMPANIES 9.O.6 SIGNING AUTHORITY Mgmt For For -------------------------------------------------------------------------------------------------------------------------- BHARAT FORGE LTD, PUNE Agenda Number: 705498764 -------------------------------------------------------------------------------------------------------------------------- Security: Y08825179 Meeting Type: AGM Ticker: Meeting Date: 04-Sep-2014 ISIN: INE465A01025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ADOPTION OF THE AUDITED BALANCE SHEET AS AT MARCH 31, Mgmt For For 2014, THE STATEMENT OF PROFIT AND LOSS FOR THE FINANCIAL YEAR ENDED AS ON THAT DATE AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON 2 CONFIRM THE PAYMENT OF AN INTERIM DIVIDEND AND DECLARE Mgmt For For A FINAL DIVIDEND ON EQUITY SHARES FOR THE FINANCIAL YEAR 2013-14: PAYMENT OF INTERIM DIVIDEND AT THE RATE OF INR 2/-PER EQUITY SHARE OF INR 2/-EACH (100%) AND FINAL DIVIDEND (EQUITY SHARES): THE BOARD HAS RECOMMENDED A DIVIDEND OF INR 2.50 PER EQUITY SHARE OF INR 2/-EACH (125%) 3 APPOINTMENT OF MR. S.K. CHATURVEDI AS A DIRECTOR, WHO Mgmt For For RETIRES BY ROTATION, AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 4 APPOINTMENT OF MR. B.P. KALYANI AS A DIRECTOR, WHO Mgmt For For RETIRES BY ROTATION, AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 5 APPOINTMENT OF M/S. S R B C & CO. LLP AS AUDITORS OF Mgmt For For THE COMPANY 6 APPOINTMENT OF MR. S. M. THAKORE AS AN INDEPENDENT Mgmt For For DIRECTOR OF THE COMPANY 7 APPOINTMENT OF MR. P. G. PAWAR AS AN INDEPENDENT Mgmt For For DIRECTOR OF THE COMPANY 8 APPOINTMENT OF MRS. LALITA D. GUPTE AS AN INDEPENDENT Mgmt For For DIRECTOR OF THE COMPANY 9 APPOINTMENT OF MR. P. H. RAVIKUMAR AS AN INDEPENDENT Mgmt For For DIRECTOR OF THE COMPANY 10 APPOINTMENT OF MR. NARESH NARAD AS AN INDEPENDENT Mgmt For For DIRECTOR OF THE COMPANY 11 APPOINTMENT OF DR. TRIDIBESH MUKHERJEE AS AN Mgmt For For INDEPENDENT DIRECTOR OF THE COMPANY 12 APPOINTMENT OF MR. VIMAL BHANDARI AS AN INDEPENDENT Mgmt Against Against DIRECTOR OF THE COMPANY 13 RE-APPOINTMENT OF MR. AMIT B. KALYANI AS EXECUTIVE Mgmt Against Against DIRECTOR OF THE COMPANY 14 AUTHORITY TO THE BOARD TO CREATE CHARGE Mgmt For For 15 AUTHORITY TO THE BOARD TO BORROW MONEY Mgmt For For 16 PAYMENT OF COMMISSION TO NON WHOLE TIME DIRECTORS OF Mgmt For For THE COMPANY 17 TO APPROVE THE REMUNERATION OF THE COST AUDITORS Mgmt For For 18 RELATED PARTY TRANSACTIONS OF THE COMPANY WITH KALYANI Mgmt For For CARPENTER SPECIAL STEELS LIMITED 19 RELATED PARTY TRANSACTIONS OF THE COMPANY WITH KALYANI Mgmt For For STEELS LIMITED 20 RELATED PARTY TRANSACTIONS OF THE COMPANY WITH BHARAT Mgmt For For FORGE INTERNATIONAL LIMITED -------------------------------------------------------------------------------------------------------------------------- BHARTI AIRTEL LTD, NEW DELHI Agenda Number: 705496203 -------------------------------------------------------------------------------------------------------------------------- Security: Y0885K108 Meeting Type: AGM Ticker: Meeting Date: 01-Sep-2014 ISIN: INE397D01024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE STANDALONE AND Mgmt For For CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2014 2 DECLARATION OF DIVIDEND ON EQUITY SHARES: INR 1.80 PER Mgmt For For EQUITY SHARE OF INR 5/- EACH FULLY PAID UP FOR THE FINANCIAL YEAR 2013-14 BE AND IS HEREBY APPROVED AND DECLARED 3 RE-APPOINTMENT OF MS. CHUA SOCK KOONG AS A DIRECTOR Mgmt For For LIABLE TO RETIRE BY ROTATION 4 RE-APPOINTMENT OF MR. RAJAN BHARTI MITTAL AS A Mgmt For For DIRECTOR LIABLE TO RETIRE BY ROTATION 5 APPOINTMENT OF M/S. S. R. BATLIBOI & ASSOCIATES LLP, Mgmt For For CHARTERED ACCOUNTANTS, GURGAON, AS THE STATUTORY AUDITORS OF THE COMPANY 6 APPOINTMENT OF SHEIKH FAISAL THANI AL-THANI AS A Mgmt For For DIRECTOR LIABLE TO RETIRE BY ROTATION 7 APPOINTMENT OF MR. BERNARDUS JOHANNES MARIA VERWAAYEN Mgmt For For AS AN INDEPENDENT DIRECTOR 8 APPOINTMENT OF MR. VEGULAPARANAN KASI VISWANATHAN AS Mgmt For For AN INDEPENDENT DIRECTOR 9 APPOINTMENT OF MR. DINESH KUMAR MITTAL AS AN Mgmt For For INDEPENDENT DIRECTOR 10 APPOINTMENT OF MR. MANISH SANTOSHKUMAR KEJRIWAL AS AN Mgmt For For INDEPENDENT DIRECTOR 11 APPOINTMENT OF MS. OBIAGELI KATRYN EZEKWESILI AS AN Mgmt For For INDEPENDENT DIRECTOR 12 APPOINTMENT OF MR. CRAIG EDWARD EHRLICH AS AN Mgmt For For INDEPENDENT DIRECTOR 13 APPOINTMENT OF MR. AJAY LAL AS AN INDEPENDENT DIRECTOR Mgmt For For 14 RATIFICATION OF REMUNERATION TO BE PAID TO M/S. R. J. Mgmt For For GOEL & CO., COST ACCOUNTANTS, COST AUDITOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- CHINA BLUECHEMICAL LTD Agenda Number: 705693198 -------------------------------------------------------------------------------------------------------------------------- Security: Y14251105 Meeting Type: EGM Ticker: Meeting Date: 29-Dec-2014 ISIN: CNE1000002D0 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2014/1 106/LTN20141106608.pdf AND http://www.hkexnews.hk/listedco/listconews/SEHK/2014/1 106/LTN20141106557.pdf CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING 1 TO CONSIDER AND APPROVE THE APPOINTMENT OF MR. WANG Mgmt For For HUI AS AN EXECUTIVE DIRECTOR OF THE COMPANY, TO AUTHORISE THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY (THE ''BOARD'') TO SIGN A SERVICE CONTRACT WITH MR. WANG HUI FOR AND ON BEHALF OF THE COMPANY, AND TO AUTHORISE THE BOARD, WHICH IN TURN WILL FURTHER DELEGATE THE REMUNERATION COMMITTEE OF THE BOARD TO DETERMINE HIS REMUNERATION ACCORDING TO HIS QUALIFICATIONS, ABILITIES, RESPONSIBILITIES AND EXPERIENCE 2 TO CONSIDER AND APPROVE THE ENTERING INTO OF THE Mgmt For For DONGFANG 1-1 GASFIELD PHASE I ADJUSTED PROJECT NATURAL GAS SALE AND PURCHASE FRAMEWORK AGREEMENT DATED 28 OCTOBER 2014 ENTERED INTO AMONG THE COMPANY, CNOOC FUDAO AND CNOOC CHINA LIMITED, DETAILS OF WHICH ARE SET OUT IN THE CIRCULAR OF THE COMPANY DATED 7 NOVEMBER 2014 (THE ''CIRCULAR''); AND THE BOARD IS HEREBY AUTHORIZED TO TAKE SUCH ACTIONS AS ARE NECESSARY TO IMPLEMENT THE DONGFANG 1-1 GASFIELD PHASE I ADJUSTED PROJECT NATURAL GAS SALE AND PURCHASE FRAMEWORK AGREEMENT 3 TO CONSIDER AND APPROVE THE PROPOSED ANNUAL CAPS FOR Mgmt For For THE TRANSACTIONS UNDER THE NATURAL GAS SALE AND PURCHASE AGREEMENTS FOR THE THREE FINANCIAL YEARS COMMENCING ON 1 JANUARY 2015 AND ENDING ON 31 DECEMBER 2017 AS SET OUT IN THE CIRCULAR; AND THE BOARD IS HEREBY AUTHORIZED TO TAKE SUCH ACTIONS AS ARE NECESSARY TO IMPLEMENT THE PROPOSED ANNUAL CAPS FOR THE TRANSACTIONS UNDER THE NATURAL GAS SALE AND PURCHASE AGREEMENTS 4 TO CONSIDER AND APPROVE THE ENTERING INTO OF THE Mgmt For For COMPREHENSIVE SERVICES AND PRODUCT SALES AGREEMENT DATED 28 OCTOBER 2014 BETWEEN THE COMPANY AND CNOOC, DETAILS OF WHICH ARE SET OUT IN THE CIRCULAR; AND THE BOARD IS HEREBY AUTHORIZED TO TAKE SUCH ACTIONS AS ARE NECESSARY TO IMPLEMENT THE COMPREHENSIVE SERVICES AND PRODUCT SALES AGREEMENT 5 TO CONSIDER AND APPROVE THE PROPOSED ANNUAL CAPS FOR Mgmt For For THE TRANSACTIONS IN RELATION TO THE PROVISION OF SERVICES AND SUPPLIES AND SALE OF PRODUCTS BY THE GROUP TO CNOOC GROUP UNDER THE COMPREHENSIVE SERVICES AND PRODUCT SALES AGREEMENT FOR THE THREE FINANCIAL YEARS COMMENCING ON 1 JANUARY 2015 AND ENDING ON 31 DECEMBER 2017 AS SET OUT IN THE CIRCULAR; AND THE BOARD IS HEREBY AUTHORIZED TO TAKE SUCH ACTIONS AS ARE NECESSARY TO IMPLEMENT THE PROPOSED ANNUAL CAPS FOR THE TRANSACTIONS IN RELATION TO THE PROVISION OF SERVICES AND SUPPLIES AND SALE OF PRODUCTS BY THE GROUP TO CNOOC GROUP UNDER THE COMPREHENSIVE SERVICES AND PRODUCT SALES AGREEMENT 6 TO CONSIDER AND APPROVE THE ENTERING INTO OF THE Mgmt For For FINANCE LEASE AGREEMENT BETWEEN THE COMPANY AND CNOOC LEASING DATED 28 OCTOBER 2014, DETAILS OF WHICH ARE SET OUT IN THE CIRCULAR; AND THE BOARD IS HEREBY AUTHORIZED TO TAKE SUCH ACTIONS AS ARE NECESSARY TO IMPLEMENT THE FINANCE LEASE AGREEMENT 7 TO CONSIDER AND APPROVE THE PROPOSED ANNUAL CAPS FOR Mgmt For For THE TRANSACTIONS UNDER THE FINANCE LEASE AGREEMENT FOR THE THREE FINANCIAL YEARS COMMENCING ON 1 JANUARY 2015 AND ENDING ON 31 DECEMBER 2017 AS SET OUT IN THE CIRCULAR; AND THE BOARD IS HEREBY AUTHORIZED TO TAKE SUCH ACTIONS AS ARE NECESSARY TO IMPLEMENT THE PROPOSED ANNUAL CAPS FOR THE TRANSACTIONS UNDER THE FINANCE LEASE AGREEMENT -------------------------------------------------------------------------------------------------------------------------- ENERSIS SA, SANTIAGO Agenda Number: 705638508 -------------------------------------------------------------------------------------------------------------------------- Security: P37186106 Meeting Type: EGM Ticker: Meeting Date: 25-Nov-2014 ISIN: CLP371861061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO APPROVE, IN ACCORDANCE WITH THE TERMS OF TITLE XVI Mgmt For For OF LAW 18,046, THE SHARE CORPORATIONS LAW, FROM HERE ONWARDS REFERRED TO AS THE LSA, THE RELATED PARTY TRANSACTIONS THAT CONSIST OF THE FOLLOWING ACTS AND CONTRACTS. A. THE PURCHASE AND SALE BY ENERSIS S.A. OF CREDITS THAT ITS PARENT COMPANY ENDESA LATINOAMERICA, S.A. IS THE OWNER OF AGAINST CENTRAL DOCK SUD S.A., FROM HERE ONWARDS REFERRED TO AS CDS. THE CREDITS THAT ARE THE OBJECT OF THE PURCHASE AND SALE ARE THOSE THAT ARE SPECIFIED BELOW AND FOR WHICH BACKGROUND INFORMATION IS AVAILABLE TO THE SHAREHOLDERS AT THE CORPORATE HEAD OFFICE OR ON THE WEBSITE OF THE COMPANY AT WWW.ENERSIS.CL. I. A LOAN GRANTED ON APRIL 16, 1999, FOR A TOTAL OF USD 258 MILLION WITH AN INTEREST OF 57 PERCENT BY ENDESA INTERNACIONAL S.A., WHICH IS CURRENTLY CALLED ENDESA CONTD CONT CONTD LATINOAMERICA, S.A., AND ONE OF 43 PERCENT BY Non-Voting REPSOL INTERNATIONAL FINANCE B.V., ASSIGNED TO YPF INTERNATIONAL S.A., FOR THE PURPOSE OF COVERING PART OF THE COSTS FOR THE PROJECT FOR THE CONSTRUCTION OF THE COMBINED CYCLE PLANT, WITH A MAXIMUM PAYMENT TERM OF 13 YEARS, FROM HERE ONWARDS REFERRED TO AS THE SYNDICATED LOAN. FOR THE PURPOSE OF ENSURING THE PERFORMANCE OF THE OBLIGATIONS CONNECTED WITH THE FINANCING, CENTRAL DOCK SUD S.A. ESTABLISHED A SERIES OF GUARANTEES IN FAVOR OF THE CREDITORS OF THE SAME, AMONG WHICH ARE INCLUDED A MORTGAGE ON ALL OF THE LAND ON WHICH THE ELECTRICAL GENERATION PLANT IS LOCATED AND A RECORDED LIEN ON THE EQUIPMENT AND MOVABLE PROPERTY THAT ARE PART OF THE PLANT, AMONG OTHER THINGS. ADDITIONALLY, THE SHAREHOLDERS INVERSORA DOCK SUD S.A., YPF S.A. AND PAN AMERICAN ENERGY CONTD CONT CONTD HOLDINGS LTD. PLEDGED THEIR SHARES IN CENTRAL Non-Voting DOCK SUD IN GUARANTEE OF THE PERFORMANCE OF THE OBLIGATIONS THAT ARISE UNDER THE FINANCING TRANSACTION. TO THIS DATE, THE SYNDICATED LOAN HAS UNDERGONE VARIOUS AMORTIZATIONS AND EXTENSIONS, AS A RESULT OF WHICH, ON DECEMBER 31, 2013, THE CONSOLIDATED DEBT, INCLUDING THE INTEREST PENALTIES AND COMMISSIONS THAT ARE CONTRACTUALLY ESTABLISHED AND ACCRUED CAME TO A TOTAL OF USD 147,877,451, OF WHICH USD 90,704,696 IS CAPITAL AND USD 57,172,755 IS INTEREST AND COMMISSIONS. II. A LOAN GRANTED ON NOVEMBER 8, 2007, IN THE TOTAL AMOUNT OF USD 34 MILLION, WITH AN INTEREST OF 40 PERCENT BY ENDESA INTERNACIONAL S.A., WHICH IS CURRENTLY CALLED ENDESA LATINOAMERICA, S.A., ONE OF 40 PERCENT BY YPF INTERNATIONAL S.A. AND ONE OF 20 PERCENT BY PAN AMERICAN ENERGY LLC, WHICH WAS CONTD CONT CONTD LATER ASSIGNED TO PAN AMERICAN SUR S.A., Non-Voting MATURING IN SEPTEMBER 2013, FROM HERE ONWARDS REFERRED TO AS THE LOAN FROM THE SHAREHOLDERS. THE LOAN FROM THE SHAREHOLDERS WAS EXTENDED TO SEPTEMBER 2014. THE BALANCE DUE ON THIS LOAN CAME TO A TOTAL OF USD 45,520,806 ON DECEMBER 31, 2013, OF WHICH USD 34 MILLION WAS CAPITAL AND USD 11,520,806 WAS INTEREST. B. THAT ENERSIS S.A., IN ITS ROLE AS CREDITOR, AGREED WITH ITS SUBSIDIARY CENTRAL DOCK SUD S.A. ON THE CONVERSION OF THE LOANS SPECIFIED IN THE LETTER ABOVE INTO ARS. C. THAT ENERSIS S.A. CONTRIBUTE TO ITS ARGENTINIAN SUBSIDIARY INVERSORA DOCK SUD S.A., FROM HERE ONWARDS REFERRED TO AS IDS, 99.14 PERCENT OF THE LOAN THAT CDS OWES IT AS A RESULT OF THE SYNDICATED LOAN, WHICH PERCENTAGE TOTALS THE AMOUNT OF USD 51,384,667, WHICH IS EQUIVALENT TO ARS 335,079,412, CONTD CONT CONTD AND CONTRIBUTES TO CDS THE REMAINING 0.86 Non-Voting PERCENT OF THE LOAN THAT CDS OWES IT DUE TO THE SYNDICATED LOAN, WHICH PERCENTAGE COMES TO A TOTAL OF USD 445,538, WHICH IS EQUIVALENT TO ARS 2,905,355. IN THE MANNER ABOVE, ENERSIS WILL CANCEL FOR CDS 100 PERCENT OF THE FINANCIAL, COMPENSATORY AND PUNITIVE INTEREST ACCRUED ON AND ASSOCIATED WITH THE MENTIONED LOAN, AS WELL AS THE EQUALIZING COMMISSIONS AND COUNTER GUARANTEES, TOGETHER WITH ALL THE FINANCIAL, PUNITIVE AND COMPENSATORY INTEREST ACCRUED AND ASSOCIATED WITH THESE COMMISSIONS, WHICH ARE RELATED TO THE SYNDICATED LOAN. D. THAT ENERSIS S.A. CONTRIBUTES TO IDS 0.68 PERCENT OF THE LOAN THAT CDS OWES IT UNDER THE LOAN FROM THE SHAREHOLDERS, WHICH COMES TO A TOTAL OF USD 92,234, WHICH IS EQUIVALENT TO ARS 601,458, AFTER FORGIVENESS OF 100 PERCENT OF THE CONTD CONT CONTD FINANCIAL, COMPENSATORY AND PUNITIVE INTEREST Non-Voting ACCRUED THAT ARE RELATED TO THE LOAN FROM THE SHAREHOLDERS. E. TO PROPOSE, AT THE APPROPRIATE LEVELS AT ITS SUBSIDIARIES IDS AND CDS, THE CALLING AND INSTATEMENT OF THE EXTRAORDINARY GENERAL MEETINGS OF SHAREHOLDERS THAT ARE NECESSARY TO APPROVE THE CAPITAL INCREASES THAT ARE NECESSARY TO CARRY OUT THE ACTS AND CONTRACTS THAT ARE INDICATED IN LETTERS B, C AND D ABOVE. F. THOSE OTHER ASPECTS OF THE DESCRIBED TRANSACTION THAT THE GENERAL MEETING OF SHAREHOLDERS BELIEVES IT IS APPROPRIATE TO APPROVE AND THAT ARE PRACTICAL OR ACCESSORY TO THE TRANSACTION AND ACTS DESCRIBED IN THE LETTERS ABOVE 2 TO AMEND THE BYLAWS OF THE COMPANY, AMENDING THE Mgmt For For FOLLOWING ARTICLES FOR THAT PURPOSE. 1. THE AMENDMENT OF PERMANENT ARTICLE 5 AND TRANSITORY ARTICLE 2 OF THE CORPORATE BYLAWS FOR THE PURPOSE OF COMPLYING WITH ARTICLE 26 OF THE CORPORATE LAW AND CIRCULAR NUMBER 1370 OF JANUARY 30, 1998, WHICH WAS ISSUED BY THE SUPERINTENDENCY OF SECURITIES AND INSURANCE, AS AMENDED BY CIRCULAR NUMBER 1736 OF JANUARY 15, 2005, TO RECOGNIZE CHANGES MADE TO THE CAPITAL AS A RESULT OF THE MOST RECENT CAPITAL INCREASES THAT WERE CARRIED OUT BY THE COMPANY. AS A CONSEQUENCE, IT IS NECESSARY TO AMEND THE SHARE CAPITAL, INCREASING IT IN THE AMOUNT OF CLP 135,167,261,000, CORRESPONDING TO THE BALANCE OF THE ISSUANCE PREMIUM ACCOUNT, AFTER THE DEDUCTION OF THE AMOUNT CORRESPONDING TO THE COST OF ISSUANCE AND PLACEMENT OF SHARES ACCOUNT, CONTD CONT CONTD INCLUDED IN OTHER RESERVES, WITHOUT MAKING ANY Non-Voting DISTRIBUTION TO THE SHAREHOLDERS AS A DIVIDEND. THE CAPITAL OF THE COMPANY, AFTER THE INCREASE THAT HAS BEEN MENTIONED, WILL BE CLP 5,804,447,986,000, DIVIDED INTO THE SAME NUMBER OF SHARES INTO WHICH THE SHARE CAPITAL IS CURRENTLY DIVIDED, WHICH IS TO SAY 49,092,772,762 COMMON, NOMINATIVE SHARES, IN A SINGLE SERIES AND WITH NO PAR VALUE. 2. THE AMENDMENT OF ARTICLE 15, FOR THE PURPOSE OF ADDING THAT THE EXTRAORDINARY MEETINGS OF THE BOARD OF DIRECTORS WILL BE HELD WHEN THEY ARE CALLED BY THE CHAIRPERSON OR AT THE REQUEST OF ONE OR MORE MEMBERS OF THE BOARD OF DIRECTORS, AFTER A DETERMINATION THAT THE CHAIRPERSON MAKES REGARDING THE NEED FOR THE MEETING, UNLESS THE MEETING IS REQUESTED BY AN ABSOLUTE MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS, IN WHICH CONTD CONT CONTD CASE THE MEETING MUST BE HELD WITHOUT A PRIOR Non-Voting DETERMINATION. 3. THE AMENDMENT OF ARTICLE 22 TO ADD THAT THE NEWSPAPER IN WHICH THE CALL NOTICES FOR THE GENERAL MEETINGS WILL BE PUBLISHED WILL BE ONE FROM THE CORPORATE DOMICILE OF THE COMPANY. 4. THE AMENDMENT OF ARTICLE 26 TO SPECIFY THAT THE PRECEDING ARTICLE TO WHICH REFERENCE IS MADE IS ARTICLE 25. 5. THE AMENDMENT OF ARTICLE 37 TO UPDATE IT IN ACCORDANCE WITH THE TERMS OF THE SHARE CORPORATIONS LAW, CORPORATE REGULATIONS AND COMPLEMENTARY RULES. 6. THE AMENDMENT OF ARTICLE 42 TO ADD AS A REQUIREMENT FOR THE ARBITRATOR THAT RESOLVES THE DISPUTES THAT ARISE AMONG THE SHAREHOLDERS OR BETWEEN THE SHAREHOLDERS IN THE COMPANY OR ITS MANAGERS THAT SUCH ARBITRATOR MUST HAVE SERVED FOR AT LEAST THREE CONSECUTIVE YEARS AS A PROFESSOR IN THE CHAIRS OF ECONOMIC OR CONTD CONT CONTD COMMERCIAL LAW AT THE UNIVERSITY OF CHILE, Non-Voting CATHOLIC UNIVERSITY OF CHILE OR CATHOLIC UNIVERSITY OF VALPARAISO. 7. ISSUING A RESTATED TEXT OF THE CORPORATE BYLAWS 3 TO PASS ALL THE RESOLUTIONS THAT ARE NECESSARY, Mgmt For For APPROPRIATE AND CONVENIENT FOR THE IMPROVEMENT AND CARRYING OUT OF THE RESPECTIVE RESOLUTIONS THAT THE GENERAL MEETING PASSES, INCLUDING, BUT NOT LIMITED TO, ESTABLISHING THE TERMS OF THE PURCHASE AND SALE OF LOANS BETWEEN ENERSIS S.A. AND ENDESA LATINOAMERICA S.A., THE REGISTRATION AND RECORDING OF THE CORRESPONDING ASSIGNMENT, GIVING THE BOARD OF DIRECTORS BROAD AUTHORITY TO PASS ANY RESOLUTION THAT MAY BE NECESSARY TO COMPLEMENT OR CARRY OUT THAT WHICH IS RESOLVED ON BY THE GENERAL MEETING OR TO SATISFY ANY LEGAL, REGULATORY OR ADMINISTRATIVE REQUIREMENT OR A REQUIREMENT OF THE SUPERINTENDENCY OF SECURITIES AND INSURANCE, OF THE SECURITIES AND EXCHANGE COMMISSION OF THE UNITED STATES OF AMERICA, OF THE INTERNAL TAX SERVICE OR OF THE CENTRAL BANK OF THE REPUBLIC CONTD CONT CONTD OF CHILE OR THE CENTRAL BANK OF THE REPUBLIC OF Non-Voting ARGENTINA, OR ANY OTHER GOVERNMENT AUTHORITY FROM THOSE COUNTRIES, OR IN GENERAL, OF ANY OTHER GOVERNMENT AUTHORITY WITH JURISDICTION, GIVING THE GENERAL MANAGER, THE ASSISTANT GENERAL MANAGER AND THE COMPTROLLER OF THE COMPANY THE AUTHORITY, WITH ANY OF THEM ACTING INDIVIDUALLY, TO TAKE ALL THE MEASURES, DO ALL THE ACTIVITIES AND PERFORM ALL THE LEGAL ACTS THAT MAY BE NECESSARY OR CONVENIENT TO CARRY OUT THAT WHICH IS DESCRIBED AND TO BRING ABOUT THE BYLAWS AMENDMENTS THAT ARE MENTIONED ABOVE 4 INFORMATION REGARDING RESOLUTIONS CORRESPONDING TO Mgmt Abstain Against RELATED PARTY TRANSACTIONS THAT ARE GOVERNED BY TITLE XVI OF THE SHARE CORPORATIONS LAW, WHICH WERE PASSED AFTER THE MOST RECENT ANNUAL GENERAL MEETING OF SHAREHOLDERS AND OTHER RESOLUTIONS OF THE BOARD OF DIRECTORS OF WHICH THERE IS KNOWLEDGE CMMT 23 OCT 2014: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO MODIFICATION OF THE TEXT OF RESOLUTION 1. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- GRUPO FINANCIERO BANORTE SAB DE CV Agenda Number: 705409464 -------------------------------------------------------------------------------------------------------------------------- Security: P49501201 Meeting Type: EGM Ticker: Meeting Date: 04-Jul-2014 ISIN: MXP370711014 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management I DISCUSSION AND, IF DEEMED APPROPRIATE, APPROVAL TO Mgmt For For AMEND ARTICLE 2 OF THE CORPORATE BYLAWS OF THE COMPANY, FOR THE PURPOSE OF CHANGING THE CORPORATE NAME FROM SEGUROS BANORTE GENERALI, S.A. DE C.V., GRUPO FINANCIERO BANORTE, AND PENSIONES BANORTE GENERALI, S.A. DE C.V., GRUPO FINANCIERO BANORTE, TO SEGUROS BANORTE, S.A. DE C.V., GRUPO FINANCIERO BANORTE, AND PENSIONES BANORTE, S.A. DE C.V., GRUPO FINANCIERO BANORTE, RESPECTIVELY, AND, AS A CONSEQUENCE, AUTHORIZATION TO SIGN THE NEW SINGLE AGREEMENT ON RESPONSIBILITIES II DISCUSSION AND, IF DEEMED APPROPRIATE, APPROVAL TO Mgmt For For AMEND THE CORPORATE BYLAWS OF THE COMPANY, IN ORDER TO ADAPT THEM TO THE DECREE BY WHICH AMENDMENTS, ADDITIONS AND EXCLUSIONS ARE MADE TO VARIOUS PROVISIONS REGARDING FINANCIAL MATTERS AND UNDER WHICH IS ISSUED THE LAW TO GOVERN FINANCIAL GROUPINGS, WHICH WAS PUBLISHED IN THE OFFICIAL GAZETTE OF THE FEDERATION ON JANUARY 10, 2014, AND, AS A CONSEQUENCE, AUTHORIZATION TO SIGN THE NEW SINGLE AGREEMENT ON RESPONSIBILITIES, AS WELL AS TO APPROVE THE FULL EXCHANGE OF THE SHARE CERTIFICATES REPRESENTATIVE OF THE SHARE CAPITAL OF THE COMPANY, SO THAT THEY WILL CONTAIN THE REQUIREMENTS PROVIDED FOR IN ARTICLE 11 OF THE CORPORATE BYLAWS III DESIGNATION OF A DELEGATE OR DELEGATES TO FORMALIZE Mgmt For For AND CARRY OUT, IF DEEMED APPROPRIATE, THE RESOLUTIONS THAT ARE PASSED BY THE GENERAL MEETING -------------------------------------------------------------------------------------------------------------------------- GRUPO FINANCIERO BANORTE SAB DE CV Agenda Number: 705590253 -------------------------------------------------------------------------------------------------------------------------- Security: P49501201 Meeting Type: OGM Ticker: Meeting Date: 22-Oct-2014 ISIN: MXP370711014 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.I IT IS PROPOSED TO APPOINT CARLOS HANK GONZALEZ AS Mgmt For For PROPRIETARY PATRIMONIAL MEMBER OF THE BOARD SUBSTITUTING GRACIELA GONZALEZ MORENO 1.II IT IS PROPOSED TO APPOINT GRACIELA GONZALEZ MORENO AS Mgmt For For ALTERNATE MEMBER OF THE BOARD SUBSTITUTING ALEJANDRO HANK GONZALEZ, WHO IS RELIEVED FROM ALL RESPONSIBILITY FOR THE LEGAL PERFORMANCE OF HIS POSITION 1.III BASED ON THE ARTICLE FORTY OF THE CORPORATE BY-LAWS, Mgmt For For IT IS PROPOSED THAT THE FORMERLY MENTIONED MEMBERS OF DE BOARD ARE EXEMPT FROM THE RESPONSIBILITY OF PROVIDING A BOND OR MONETARY GUARANTEE FOR BACKING THEIR PERFORMANCE WHEN CARRYING OUT THEIR DUTIES 2 DISCUSSION, AND IF THE CASE, APPROVAL OF A PROPOSED Mgmt For For CASH DIVIDEND PAYMENT EQUIVALENT TO PS 0.2435 PER SHARE. IT IS PROPOSED TO DISTRIBUTE A CASH DIVIDEND OF PS. 0.2435 PER SHARE, DERIVED FROM THE RETAINED EARNINGS OF PRIOR YEARS. THIS DIVIDEND CORRESPONDS TO THE FIRST OF FOUR PAYMENTS THAT WILL BE MADE FOR A TOTAL AMOUNT OF PS. 0.9740 PER SHARE. IT IS PROPOSED THAT THE FIRST DISBURSEMENT BE PAID ON OCTOBER 31, 2014. THE TOTAL AMOUNT OF THE DIVIDEND TO BE PAID IN FOUR DISBURSEMENTS REPRESENTS 20% OF THE RECURRING PROFITS GENERATED IN 2013 3 DISCUSSION, AND IF THE CASE, APPROVAL OF THE Mgmt For For ESTABLISHMENT AND OPERATION OF A SHARE PURCHASE PLAN TO PAY THE INCENTIVE PLANS, ACCORDING TO THE AUTHORIZATION OF THE BOARD OF DIRECTORS. IT IS PROPOSED TO ESTABLISH AN INCENTIVE PLAN FOR THE EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES TO BE PAID THROUGH REPRESENTATIVE SHARES OF THE COMPANY'S EQUITY ACCORDING TO ARTICLES 57, 366 AND 367 OF THE SECURITIES MARKET LAW. THE OBJECTIVE OF THIS PLAN IS TO CONTINUE ALIGNING THE INCENTIVES BETWEEN THE MANAGEMENT OF THE FINANCIAL GROUP AND ITS SHAREHOLDERS, GRANTING STOCK PLANS TO EXECUTIVES AS PART OF THEIR TOTAL COMPENSATION IN ORDER TO PROMOTE THE ACHIEVEMENT OF THE INSTITUTIONS' STRATEGIC GOALS. TO OPERATE THE PLAN, IT IS REQUIRED TO ALLOCATE FUNDS FOR THE ACQUISITION OF REPRESENTATIVE SHARES OF THE COMPANY'S EQUITY. THIS MAY BE CONTD CONT CONTD OPERATED THROUGH THE SHARE REPURCHASE FUND. IT Non-Voting IS PROPOSED TO DELEGATE TO THE HUMAN RESOURCES COMMITTEE, ACTING THROUGH THE ASSIGNATIONS' COMMITTEE, THE FACULTY TO ESTABLISH THE TERMS AND CONDITIONS OF THE PLAN. FURTHERMORE, IT IS REQUESTED TO RATIFY CERTAIN RESOLUTIONS AGREED FORMERLY BY THE BOARD OF DIRECTORS RELATED TO THE IMPLEMENTATION OF THE PLAN 4 EXTERNAL AUDITOR'S REPORT ON THE COMPANY'S TAX Mgmt For For SITUATION 5 DESIGNATION OF DELEGATE(S) TO FORMALIZE AND EXECUTE Mgmt For For THE RESOLUTIONS PASSED BY THE ASSEMBLY -------------------------------------------------------------------------------------------------------------------------- HCL TECHNOLOGIES LTD, NOIDA Agenda Number: 705661367 -------------------------------------------------------------------------------------------------------------------------- Security: Y3121G147 Meeting Type: OTH Ticker: Meeting Date: 29-Nov-2014 ISIN: INE860A01027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU. 1 ALTERATION OF THE OBJECTS CLAUSE OF THE MEMORANDUM OF Mgmt For For ASSOCIATION OF THE COMPANY: CLAUSE 1, 3, 30 2 ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY Mgmt Against Against -------------------------------------------------------------------------------------------------------------------------- HCL TECHNOLOGIES LTD, NOIDA Agenda Number: 705701565 -------------------------------------------------------------------------------------------------------------------------- Security: Y3121G147 Meeting Type: AGM Ticker: Meeting Date: 04-Dec-2014 ISIN: INE860A01027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ADOPTION OF ACCOUNTS Mgmt For For 2 RETIREMENT OF MR. SRIKANT MADHAV DATAR AS DIRECTOR AND Mgmt For For NOT TO FILL THE VACANCY SO CAUSED 3 RE-APPOINTMENT OF MR. SHIV NADAR AS DIRECTOR Mgmt For For 4 APPOINTMENT OF STATUTORY AUDITORS: M/S. S. R. BATLIBOI Mgmt For For & CO. LLP, CHARTERED ACCOUNTANTS (ICAI FIRM REGISTRATION NO. 301003E) 5 APPOINTMENT OF MR. SRINIVASAN RAMANATHAN AS AN Mgmt For For INDEPENDENT DIRECTOR 6 APPOINTMENT OF MR. AMAL GANGULI AS AN INDEPENDENT Mgmt For For DIRECTOR 7 APPOINTMENT OF MS. ROBIN ANN ABRAMS AS AN INDEPENDENT Mgmt For For DIRECTOR 8 APPOINTMENT OF MR. KEKI MISTRY AS AN INDEPENDENT Mgmt For For DIRECTOR 9 APPOINTMENT OF DR. SOSALE SHANKARA SASTRY AS AN Mgmt For For INDEPENDENT DIRECTOR 10 APPOINTMENT OF MR. SUBRAMANIAN MADHAVAN AS AN Mgmt For For INDEPENDENT DIRECTOR 11 PAYMENT OF COMMISSION TO NON-EXECUTIVE DIRECTORS Mgmt For For 12 CONTINUATION OF MR. SHIV NADAR, MANAGING DIRECTOR OF Mgmt For For THE COMPANY BEYOND THE AGE OF 70 YEARS -------------------------------------------------------------------------------------------------------------------------- INDUSTRIAL AND COMMERCIAL BANK OF CHINA LTD, BEIJI Agenda Number: 705492041 -------------------------------------------------------------------------------------------------------------------------- Security: Y3990B112 Meeting Type: EGM Ticker: Meeting Date: 19-Sep-2014 ISIN: CNE1000003G1 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0 804/LTN201408041563.pdf AND http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0 804/LTN201408041483.pdf 1 TO CONSIDER AND APPROVE THE PROPOSAL IN RESPECT OF Mgmt For For GENERAL MANDATE TO ISSUE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED 2.1 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: TYPE OF PREFERENCE SHARES TO BE ISSUED 2.2 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: ISSUE SIZE 2.3 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: METHOD OF ISSUANCE 2.4 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: PAR VALUE AND ISSUE PRICE 2.5 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: MATURITY 2.6 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: TARGET INVESTORS 2.7 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: LOCK-UP PERIOD 2.8 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: TERMS OF DISTRIBUTION OF DIVIDENDS 2.9 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: TERMS OF MANDATORY CONVERSION 2.10 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: TERMS OF CONDITIONAL REDEMPTION 2.11 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: RESTRICTIONS ON VOTING RIGHTS 2.12 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: RESTORATION OF VOTING RIGHTS 2.13 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: ORDER OF DISTRIBUTION OF RESIDUAL ASSETS AND BASIS FOR LIQUIDATION 2.14 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: RATING 2.15 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: SECURITY 2.16 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: USE OF PROCEEDS FROM THE ISSUANCE OF THE OFFSHORE PREFERENCE SHARES 2.17 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: TRANSFER 2.18 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: RELATIONSHIP BETWEEN OFFSHORE AND DOMESTIC ISSUANCE 2.19 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: THE VALIDITY PERIOD OF THE RESOLUTION IN RESPECT OF THE ISSUANCE OF THE OFFSHORE PREFERENCE SHARES 2.20 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: THE APPLICATION AND APPROVAL PROCEDURES TO BE COMPLETED FOR THE ISSUANCE 2.21 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF OFFSHORE PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: MATTERS RELATING TO AUTHORISATION 3.1 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: TYPE OF PREFERENCE SHARES TO BE ISSUED 3.2 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: NUMBER OF PREFERENCE SHARES TO BE ISSUED AND ISSUE SIZE 3.3 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: METHOD OF ISSUANCE 3.4 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: PAR VALUE AND ISSUE PRICE 3.5 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: MATURITY 3.6 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: TARGET INVESTORS 3.7 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: LOCK-UP PERIOD 3.8 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: TERMS OF DISTRIBUTION OF DIVIDENDS 3.9 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: TERMS OF MANDATORY CONVERSION 3.10 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: TERMS OF CONDITIONAL REDEMPTION 3.11 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: RESTRICTIONS ON VOTING RIGHTS 3.12 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: RESTORATION OF VOTING RIGHTS 3.13 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: ORDER OF DISTRIBUTION OF RESIDUAL ASSETS AND BASIS FOR LIQUIDATION 3.14 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: RATING 3.15 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: SECURITY 3.16 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: USE OF PROCEEDS FROM THE ISSUANCE OF THE DOMESTIC PREFERENCE SHARES 3.17 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: TRANSFER 3.18 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: RELATIONSHIP BETWEEN DOMESTIC AND OFFSHORE ISSUANCE 3.19 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: THE VALIDITY PERIOD OF THE RESOLUTION IN RESPECT OF THE ISSUANCE OF THE DOMESTIC PREFERENCE SHARES 3.20 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: THE APPLICATION AND APPROVAL PROCEDURES TO BE COMPLETED FOR THE ISSUANCE 3.21 TO CONSIDER AND INDIVIDUALLY APPROVE EACH OF THE Mgmt For For FOLLOWING ITEMS OF THE PROPOSAL IN RESPECT OF ISSUANCE OF DOMESTIC PREFERENCE SHARES BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED: MATTERS RELATING TO AUTHORISATION 4 TO CONSIDER AND APPROVE THE PROPOSAL ON AMENDMENTS TO Mgmt For For THE ARTICLES OF ASSOCIATION OF INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED 5 TO CONSIDER AND APPROVE THE PROPOSAL IN RESPECT OF Mgmt For For CAPITAL PLANNING FOR 2015 TO 2017 OF INDUSTRIAL AND COMMERCIAL BANK OF CHINA 6 TO CONSIDER AND APPROVE THE PROPOSAL IN RESPECT OF THE Mgmt For For IMPACT ON MAIN FINANCIAL INDICATORS FROM DILUTION OF CURRENT RETURNS BY ISSUANCE OF PREFERENCE SHARES AND THE REMEDIAL MEASURES TO BE ADOPTED BY INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED 7 TO CONSIDER AND APPROVE THE PROPOSAL IN RESPECT OF Mgmt For For FORMULATION OF SHAREHOLDER RETURN PLAN FOR 2014 TO 2016 OF INDUSTRIAL AND COMMERCIAL BANK OF CHINA 8 TO CONSIDER AND APPROVE THE PROPOSAL IN RESPECT OF Mgmt For For PAYMENT OF REMUNERATION TO DIRECTORS AND SUPERVISORS FOR 2013 -------------------------------------------------------------------------------------------------------------------------- ITC LTD Agenda Number: 705430938 -------------------------------------------------------------------------------------------------------------------------- Security: Y4211T171 Meeting Type: AGM Ticker: Meeting Date: 30-Jul-2014 ISIN: INE154A01025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO CONSIDER AND ADOPT THE ACCOUNTS OF THE COMPANY FOR Mgmt For For THE FINANCIAL YEAR ENDED 31ST MARCH, 2014, THE BALANCE SHEET AS AT THAT DATE AND THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON 2 TO DECLARE DIVIDEND FOR THE FINANCIAL YEAR ENDED 31ST Mgmt For For MARCH, 2014 3 TO APPOINT A DIRECTOR IN PLACE OF MR. KRISHNAMOORTHY Mgmt Against Against VAIDYANATH WHO RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-ELECTION 4 RESOLVED THAT MESSRS. DELOITTE HASKINS & SELLS, Mgmt For For CHARTERED ACCOUNTANTS (REGISTRATION NO. 302009E), BE AND ARE HEREBY APPOINTED AS THE AUDITORS OF THE COMPANY FROM THE CONCLUSION OF THIS MEETING TO HOLD SUCH OFFICE FOR A PERIOD OF FIVE YEARS TILL THE CONCLUSION OF THE HUNDRED AND EIGHTH ANNUAL GENERAL MEETING, AT A REMUNERATION OF INR 195,00,000/-TO CONDUCT THE AUDIT FOR THE FINANCIAL YEAR 2014-15, PAYABLE IN ONE OR MORE INSTALMENTS PLUS SERVICE TAX AS APPLICABLE, AND REIMBURSEMENT OF OUT-OF-POCKET EXPENSES INCURRED 5 RESOLVED THAT, IN TERMS OF SECTION 149 OF THE Mgmt For For COMPANIES ACT, 2013, OR ANY AMENDMENT THERETO OR MODIFICATION THEREOF, THIS MEETING HEREBY APPROVES THE MAXIMUM NUMBER OF DIRECTORS ON THE BOARD OF DIRECTORS OF THE COMPANY AT EIGHTEEN IN LINE WITH ARTICLE 79 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 6 RESOLVED THAT, IN ACCORDANCE WITH THE APPLICABLE Mgmt For For PROVISIONS OF THE COMPANIES ACT, 1956 AND THE COMPANIES ACT, 2013, OR ANY AMENDMENT THERETO OR MODIFICATION THEREOF, CONSENT BE AND IS HEREBY ACCORDED TO VARIATION IN THE TERMS OF REMUNERATION PAID OR PAYABLE TO THE WHOLETIME DIRECTORS OF THE COMPANY WITH EFFECT FROM 1ST APRIL, 2013 FOR THE RESIDUAL PERIOD OF THEIR RESPECTIVE APPOINTMENT, AS SET OUT IN THE EXPLANATORY STATEMENT ANNEXED TO THE NOTICE CONVENING THIS MEETING 7 RESOLVED THAT, IN ACCORDANCE WITH THE APPLICABLE Mgmt Against Against PROVISIONS OF THE COMPANIES ACT, 1956 AND THE COMPANIES ACT, 2013, OR ANY AMENDMENT THERETO OR MODIFICATION THEREOF, THIS MEETING HEREBY APPROVES THE RE-APPOINTMENT OF MR. NAKUL ANAND AS A DIRECTOR, LIABLE TO RETIRE BY ROTATION, AND ALSO AS A WHOLETIME DIRECTOR OF THE COMPANY, FOR A PERIOD OF FIVE YEARS WITH EFFECT FROM 3RD JANUARY, 2014, OR TILL SUCH EARLIER DATE TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY AND / OR BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES, ON SUCH REMUNERATION AS SET OUT IN THE EXPLANATORY STATEMENT ANNEXED TO THE NOTICE CONVENING THIS MEETING 8 RESOLVED THAT, IN ACCORDANCE WITH THE APPLICABLE Mgmt Against Against PROVISIONS OF THE COMPANIES ACT, 1956 AND THE COMPANIES ACT, 2013, OR ANY AMENDMENT THERETO OR MODIFICATION THEREOF, THIS MEETING HEREBY APPROVES THE RE-APPOINTMENT OF MR. PRADEEP VASANT DHOBALE AS A DIRECTOR, LIABLE TO RETIRE BY ROTATION, AND ALSO AS A WHOLETIME DIRECTOR OF THE COMPANY, FOR A PERIOD OF FIVE YEARS WITH EFFECT FROM 3RD JANUARY, 2014, OR TILL SUCH EARLIER DATE TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY AND / OR BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES, ON SUCH REMUNERATION AS SET OUT IN THE EXPLANATORY STATEMENT ANNEXED TO THE NOTICE CONVENING THIS MEETING 9 RESOLVED THAT, IN TERMS OF SECTION 149 READ WITH Mgmt For For SCHEDULE IV OF THE COMPANIES ACT, 2013, OR ANY AMENDMENT THERETO OR MODIFICATION THEREOF, MR. SHILABHADRA BANERJEE BE AND IS HEREBY APPOINTED AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A PERIOD OF FIVE YEARS FROM THE DATE OF THIS MEETING, OR TILL SUCH EARLIER DATE TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES 10 RESOLVED THAT MR. ROBERT EARL LERWILL BE AND IS HEREBY Mgmt Against Against APPOINTED A DIRECTOR OF THE COMPANY, LIABLE TO RETIRE BY ROTATION, FOR A PERIOD OF FIVE YEARS FROM THE DATE OF THIS MEETING, OR TILL SUCH EARLIER DATE TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY AND / OR BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES 11 RESOLVED THAT MR. SURYAKANT BALKRISHNA MAINAK BE AND Mgmt Against Against IS HEREBY APPOINTED A DIRECTOR OF THE COMPANY, LIABLE TO RETIRE BY ROTATION, FOR A PERIOD OF FIVE YEARS FROM THE DATE OF THIS MEETING, OR TILL SUCH EARLIER DATE UPON WITHDRAWAL BY THE RECOMMENDING INSTITUTION OR TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY AND / OR BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES 12 RESOLVED THAT, PURSUANT TO THE PROVISIONS OF SECTION Mgmt For For 14 OF THE COMPANIES ACT, 2013, OR ANY AMENDMENT THERETO OR MODIFICATION THEREOF, THE ARTICLES OF ASSOCIATION OF THE COMPANY BE AMENDED BY INSERTION OF THE FOLLOWING ARTICLE AFTER THE EXISTING ARTICLE 10-10A. ANY MEMBER, BENEFICIAL OWNER, DEBENTURE-HOLDER, OTHER SECURITY-HOLDER OR OTHER PERSON ENTITLED TO COPIES OF ANY DOCUMENTS / REGISTERS / RECORDS TO BE KEPT OR MAINTAINED BY THE COMPANY IN PHYSICAL OR ELECTRONIC FORM UNDER THE PROVISIONS OF THE COMPANIES ACT, 2013 OR THE RULES THEREUNDER OR ANY EARLIER ENACTMENT OR RULES, SHALL BE PROVIDED COPIES THEREOF UPON REQUEST ON PAYMENT OF FEE OF INR 10/-PER PAGE, OR SUCH OTHER FEE AS MAY BE PRESCRIBED FROM TIME TO TIME AND AS MAY BE DETERMINED BY THE BOARD CMMT 30 JUNE 2014: PLEASE NOTE THAT SHAREHOLDERS ARE Non-Voting ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING CMMT 30 JUNE 2014: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO RECEIPT OF VOTING OPTION COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- ITC LTD, KOLKATA Agenda Number: 705500115 -------------------------------------------------------------------------------------------------------------------------- Security: Y4211T171 Meeting Type: OTH Ticker: Meeting Date: 09-Sep-2014 ISIN: INE154A01025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU. 1 RESOLVED THAT, IN TERMS OF SECTION 149 READ WITH Mgmt For For SCHEDULE IV OF THE COMPANIES ACT, 2013, OR ANY AMENDMENT THERETO OR MODIFICATION THEREOF, MR. ANIL BAIJAL BE AND IS HEREBY APPOINTED AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A PERIOD OF FIVE YEARS FROM 15TH SEPTEMBER, 2014, OR TILL SUCH EARLIER DATE TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES 2 RESOLVED THAT, IN TERMS OF SECTION 149 READ WITH Mgmt For For SCHEDULE IV OF THE COMPANIES ACT, 2013, OR ANY AMENDMENT THERETO OR MODIFICATION THEREOF, MR. ARUN DUGGAL BE AND IS HEREBY APPOINTED AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A PERIOD OF FIVE YEARS FROM 15TH SEPTEMBER, 2014, OR TILL SUCH EARLIER DATE TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES 3 RESOLVED THAT, IN TERMS OF SECTION 149 READ WITH Mgmt For For SCHEDULE IV OF THE COMPANIES ACT, 2013, OR ANY AMENDMENT THERETO OR MODIFICATION THEREOF, MR. SERAJUL HAQ KHAN BE AND IS HEREBY APPOINTED AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A PERIOD OF THREE YEARS FROM 15TH SEPTEMBER, 2014, OR TILL SUCH EARLIER DATE TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES 4 RESOLVED THAT, IN TERMS OF SECTION 149 READ WITH Mgmt For For SCHEDULE IV OF THE COMPANIES ACT, 2013, OR ANY AMENDMENT THERETO OR MODIFICATION THEREOF, MR. SUNIL BEHARI MATHUR BE AND IS HEREBY APPOINTED AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A PERIOD OF FIVE YEARS FROM 15TH SEPTEMBER, 2014, OR TILL SUCH EARLIER DATE TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES 5 RESOLVED THAT, IN TERMS OF SECTION 149 READ WITH Mgmt For For SCHEDULE IV OF THE COMPANIES ACT, 2013, OR ANY AMENDMENT THERETO OR MODIFICATION THEREOF, MR. PILLAPPAKKAM BAHUKUTUMBI RAMANUJAM BE AND IS HEREBY APPOINTED AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A PERIOD OF FIVE YEARS FROM 15TH SEPTEMBER, 2014, OR TILL SUCH EARLIER DATE TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES 6 RESOLVED THAT, IN TERMS OF SECTION 149 READ WITH Mgmt For For SCHEDULE IV OF THE COMPANIES ACT, 2013, OR ANY AMENDMENT THERETO OR MODIFICATION THEREOF, MR. SAHIBZADA SYED HABIB-UR-REHMAN BE AND IS HEREBY APPOINTED AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A PERIOD OF FIVE YEARS FROM 15TH SEPTEMBER, 2014, OR TILL SUCH EARLIER DATE TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES 7 RESOLVED THAT, IN TERMS OF SECTION 149 READ WITH Mgmt For For SCHEDULE IV OF THE COMPANIES ACT, 2013, OR ANY AMENDMENT THERETO OR MODIFICATION THEREOF, MS. MEERA SHANKAR BE AND IS HEREBY APPOINTED AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A PERIOD OF FIVE YEARS FROM 15TH SEPTEMBER, 2014, OR TILL SUCH EARLIER DATE TO CONFORM WITH THE POLICY ON RETIREMENT AND AS MAY BE DETERMINED BY ANY APPLICABLE STATUTES, RULES, REGULATIONS OR GUIDELINES -------------------------------------------------------------------------------------------------------------------------- LUPIN LTD Agenda Number: 705453900 -------------------------------------------------------------------------------------------------------------------------- Security: Y5362X101 Meeting Type: AGM Ticker: Meeting Date: 30-Jul-2014 ISIN: INE326A01037 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED FINANCIAL Mgmt For For STATEMENTS INCLUDING THE BALANCE SHEET AS AT MARCH 31, 2014, THE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON THAT DATE AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON 2 TO CONFIRM THE PAYMENT OF INTERIM DIVIDEND AT INR 3/- Mgmt For For PER EQUITY SHARE AND DECLARE FINAL DIVIDEND AT INR 3/- PER EQUITY SHARE FOR THE YEAR ENDED MARCH 31, 2014 3 TO APPOINT A DIRECTOR IN PLACE OF DR. KAMAL K. SHARMA, Mgmt Against Against WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF, FOR RE-APPOINTMENT 4 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTION Mgmt For For 139 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (AUDIT AND AUDITORS) RULES 2014 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE) AND AS RECOMMENDED BY THE AUDIT COMMITTEE, DELOITTE HASKINS & SELLS LLP, CHARTERED ACCOUNTANTS, (ICAI REGN. NO.117366W/W-100018), WHO HOLD OFFICE TILL THE CONCLUSION OF THE THIRTY-SECOND ANNUAL GENERAL MEETING AND ARE ELIGIBLE FOR RE-APPOINTMENT, BE AND ARE HEREBY RE-APPOINTED AS STATUTORY AUDITORS, TO HOLD OFFICE FROM THE CONCLUSION OF THE THIRTY- SECOND ANNUAL GENERAL MEETING TILL THE CONCLUSION OF THE THIRTY-FOURTH ANNUAL GENERAL MEETING, SUBJECT TO RATIFICATION BY THE MEMBERS AT THE THIRTY-THIRD ANNUAL GENERAL MEETING. RESOLVED FURTHER THAT THE BOARD OF DIRECTORS BE AND IS HEREBY AUTHORISED TO FIX THE REMUNERATION PAYABLE TO THE STATUTORY AUDITORS AS MAY BE RECOMMENDED BY THE AUDIT COMMITTEE 5 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS Mgmt For For 149, 152, READ WITH SCHEDULE IV TO THE COMPANIES ACT, 2013 (ACT) AND ANY OTHER APPLICABLE PROVISIONS OF THE ACT AND THE RULES MADE THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE) AND CLAUSE 49 OF THE LISTING AGREEMENT, DR. VIJAY KELKAR (DIN 00011991), NON-EXECUTIVE DIRECTOR OF THE COMPANY, WHO WAS LIABLE TO RETIRE BY ROTATION AT THIS ANNUAL GENERAL MEETING, WHO MEETS THE CRITERIA OF INDEPENDENCE AS PROVIDED IN SECTION 149 (6) OF THE ACT AND IS ELIGIBLE FOR APPOINTMENT AND IN RESPECT OF WHOM THE COMPANY HAS RECEIVED A NOTICE IN WRITING FROM A MEMBER PROPOSING HIS CANDIDATURE FOR THE OFFICE OF DIRECTOR, BE AND IS HEREBY APPOINTED AS AN INDEPENDENT DIRECTOR OF THE COMPANY TO HOLD OFFICE FOR A PERIOD OF ONE YEAR FROM THE THIRTY-SECOND ANNUAL GENERAL MEETING TILL THE CONCLUSION OF THE THIRTY-THIRD ANNUAL GENERAL MEETING 6 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS Mgmt For For 149, 152, READ WITH SCHEDULE IV TO THE COMPANIES ACT, 2013 (ACT) AND ANY OTHER APPLICABLE PROVISIONS OF THE ACT AND THE RULES MADE THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE) AND CLAUSE 49 OF THE LISTING AGREEMENT, MR. RICHARD ZAHN (DIN 02937226), NON-EXECUTIVE DIRECTOR OF THE COMPANY, WHO WAS LIABLE TO RETIRE BY ROTATION AT THIS ANNUAL GENERAL MEETING, WHO MEETS THE CRITERIA OF INDEPENDENCE AS PROVIDED IN SECTION 149 (6) OF THE ACT AND IS ELIGIBLE FOR APPOINTMENT AND IN RESPECT OF WHOM THE COMPANY HAS RECEIVED A NOTICE IN WRITING FROM A MEMBER PROPOSING HIS CANDIDATURE FOR THE OFFICE OF DIRECTOR, BE AND IS HEREBY APPOINTED AS AN INDEPENDENT DIRECTOR OF THE COMPANY TO HOLD OFFICE FOR A PERIOD OF ONE YEAR FROM THE THIRTY-SECOND ANNUAL GENERAL MEETING TILL THE CONCLUSION OF THE THIRTY-THIRD ANNUAL GENERAL MEETING 7 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS Mgmt For For 149, 152, READ WITH SCHEDULE IV TO THE COMPANIES ACT, 2013 (ACT) AND ANY OTHER APPLICABLE PROVISIONS OF THE ACT AND THE RULES MADE THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE) AND CLAUSE 49 OF THE LISTING AGREEMENT, MR. R. A. SHAH (DIN 00009851), NON-EXECUTIVE DIRECTOR OF THE COMPANY, WHO MEETS THE CRITERIA OF INDEPENDENCE AS PROVIDED IN SECTION 149 (6) OF THE ACT AND IS ELIGIBLE FOR APPOINTMENT, BE AND IS HEREBY APPOINTED AS AN INDEPENDENT DIRECTOR OF THE COMPANY TO HOLD OFFICE FOR A PERIOD OF ONE YEAR FROM THE THIRTY-SECOND ANNUAL GENERAL MEETING TILL THE CONCLUSION OF THE THIRTY-THIRD ANNUAL GENERAL MEETING 8 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS Mgmt For For 149, 152, READ WITH SCHEDULE IV TO THE COMPANIES ACT, 2013 (ACT) AND ANY OTHER APPLICABLE PROVISIONS OF THE ACT AND THE RULES MADE THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE) AND CLAUSE 49 OF THE LISTING AGREEMENT, DR. K. U. MADA (DIN 00011395), NON-EXECUTIVE DIRECTOR OF THE COMPANY, WHO WAS LIABLE TO RETIRE BY ROTATION AT THIS ANNUAL GENERAL MEETING, WHO MEETS THE CRITERIA OF INDEPENDENCE AS PROVIDED IN SECTION 149 (6) OF THE ACT AND IS ELIGIBLE FOR APPOINTMENT AND IN RESPECT OF WHOM THE COMPANY HAS RECEIVED A NOTICE IN WRITING FROM A MEMBER PROPOSING HIS CANDIDATURE FOR THE OFFICE OF DIRECTOR, BE AND IS HEREBY APPOINTED AS AN INDEPENDENT DIRECTOR OF THE COMPANY TO HOLD OFFICE FOR A PERIOD OF ONE YEAR FROM THE THIRTY-SECOND ANNUAL GENERAL MEETING TILL THE CONCLUSION OF THE THIRTY-THIRD ANNUAL GENERAL MEETING 9 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS Mgmt For For 149, 152, READ WITH SCHEDULE IV TO THE COMPANIES ACT, 2013 (ACT) AND ANY OTHER APPLICABLE PROVISIONS OF THE ACT AND THE RULES MADE THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE) AND CLAUSE 49 OF THE LISTING AGREEMENT, MR. DILEEP C. CHOKSI (DIN 00016322), NON-EXECUTIVE DIRECTOR OF THE COMPANY, WHO MEETS THE CRITERIA OF INDEPENDENCE AS PROVIDED IN SECTION 149 (6) OF THE ACT AND IS ELIGIBLE FOR APPOINTMENT BE AND IS HEREBY APPOINTED AS AN INDEPENDENT DIRECTOR OF THE COMPANY TO HOLD OFFICE FOR A PERIOD OF ONE YEAR FROM THE THIRTY-SECOND ANNUAL GENERAL MEETING TILL THE CONCLUSION OF THE THIRTY-THIRD ANNUAL GENERAL MEETING 10 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTION Mgmt For For 148 AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF, FOR THE TIME BEING IN FORCE), MR. S. D. SHENOY (FCMA, MEMBERSHIP NO.8318), PRACTICING COST ACCOUNTANT, COST AUDITOR, APPOINTED BY THE BOARD OF DIRECTORS, TO CONDUCT THE AUDIT OF THE COST RECORDS OF THE COMPANY, FOR THE YEAR ENDING MARCH 31, 2015, BE PAID THE REMUNERATION AS SET OUT IN THE EXPLANATORY STATEMENT ANNEXED TO THE NOTICE CONVENING THIS MEETING. RESOLVED FURTHER THAT THE BOARD OF DIRECTORS BE AND IS HEREBY AUTHORISED TO DO ALL ACTS AND TAKE ALL SUCH STEPS AS MAY BE NECESSARY, PROPER OR EXPEDIENT TO GIVE EFFECT TO THIS RESOLUTION 11 RESOLVED THAT IN SUPERSESSION OF ALL PREVIOUS Mgmt For For RESOLUTIONS PASSED IN THIS BEHALF AND PURSUANT TO THE PROVISIONS OF SECTION 180(1)(A) AND ANY OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE), SUBJECT TO SUCH APPROVALS, CONSENTS, SANCTIONS AND PERMISSIONS, AS MAY BE NECESSARY, AND THE ARTICLES OF ASSOCIATION OF THE COMPANY AND ALL OTHER PROVISIONS OF APPLICABLE LAWS, CONSENT AND APPROVAL OF THE COMPANY BE AND IS HEREBY ACCORDED FOR MORTGAGING AND/OR CHARGING BY THE BOARD OF DIRECTORS (HEREINAFTER REFERRED TO AS 'THE BOARD' WHICH TERM SHALL INCLUDE ANY COMMITTEE THEREOF FOR THE TIME BEING EXERCISING THE POWERS CONFERRED ON THE BOARD BY THIS RESOLUTION) OF ALL THE IMMOVABLE AND/OR MOVABLE PROPERTIES OF THE COMPANY, WHERESOEVER SITUATE, BOTH PRESENT AND FUTURE AND/OR THE WHOLE OR SUBSTANTIALLY THE WHOLE OF THE UNDERTAKING(S) OF THE COMPANY TO OR IN FAVOUR OF ANY PUBLIC OR PRIVATE FINANCIAL INSTITUTIONS, BANKS, MUTUAL FUNDS, BODIES CORPORATE OR ANY OTHER PERSON WHOMSOEVER PARTICIPATING IN EXTENDING FINANCIAL ASSISTANCE, TO SECURE ANY TERM LOANS, WORKING CAPITAL FACILITIES, DEBENTURES/BONDS OR ANY OTHER TYPE OF FINANCIAL ASSISTANCE, NOT EXCEEDING INR 20000 MILLION (RUPEES TWENTY THOUSAND MILLION ONLY) LENT AND ADVANCED/TO BE LENT AND ADVANCED BY THEM, TOGETHER WITH INTEREST, COMPOUND INTEREST, ADDITIONAL INTEREST, LIQUIDATED DAMAGES, PREMIA ON PREPAYMENT OR ON REDEMPTION, COSTS, CHARGES OR EXPENSES OR MONIES PAYABLE BY THE COMPANY TO THEM UNDER LOAN AGREEMENTS/LETTERS OF SANCTION/DEBENTURE TRUST DEED, ETC. RESOLVED FURTHER THAT THE SECURITIES TO BE CREATED BY THE COMPANY AS AFORESAID MAY RANK PARI PASSU WITH THE MORTGAGES AND/OR CHARGES ALREADY CREATED OR TO BE CREATED IN FUTURE BY THE COMPANY OR IN SUCH OTHER MANNER AND RANKING AS MAY BE THOUGHT EXPEDIENT BY THE BOARD AND AS MAY BE AGREED TO AMONGST THE CONCERNED PARTIES. RESOLVED FURTHER THAT THE BOARD BE AND IS HEREBY AUTHORISED TO FINALISE AND EXECUTE ANY AND ALL AGREEMENTS AND DOCUMENTS, NECESSARY FOR CREATING MORTGAGES AND/OR CHARGES AS AFORESAID AND TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS MAY BE CONSIDERED NECESSARY, DESIRABLE OR EXPEDIENT FOR IMPLEMENTING THIS RESOLUTION AND TO RESOLVE ANY QUESTION OR DOUBT RELATING THERETO, OR OTHERWISE CONSIDERED BY THE BOARD TO BE IN THE BEST INTERESTS OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- LUPIN LTD Agenda Number: 705574057 -------------------------------------------------------------------------------------------------------------------------- Security: Y5362X101 Meeting Type: OTH Ticker: Meeting Date: 18-Oct-2014 ISIN: INE326A01037 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS A POSTAL MEETING Non-Voting ANNOUNCEMENT. A PHYSICAL MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. PLEASE ALSO NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION AT POSTAL BALLOT MEETINGS. THANK YOU. 1 LUPIN EMPLOYEES STOCK OPTION PLAN 2014 Mgmt Against Against 2 LUPIN SUBSIDIARY COMPANIES EMPLOYEES STOCK OPTION PLAN Mgmt Against Against 2014 -------------------------------------------------------------------------------------------------------------------------- MAHINDRA & MAHINDRA LTD Agenda Number: 705460688 -------------------------------------------------------------------------------------------------------------------------- Security: Y54164150 Meeting Type: AGM Ticker: Meeting Date: 08-Aug-2014 ISIN: INE101A01026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED FINANCIAL Mgmt For For STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2014 INCLUDING THE AUDITED BALANCE SHEET AS AT 31ST MARCH, 2014 AND THE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON THAT DATE AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON 2 TO DECLARE A DIVIDEND ON ORDINARY (EQUITY) SHARES Mgmt For For 3 RESOLVED THAT MR. NARAYANAN VAGHUL (DIN: 00002014), Mgmt For For WHO WAS APPOINTED AS A DIRECTOR OF THE COMPANY LIABLE TO RETIRE BY ROTATION, AND WHO DOES NOT SEEK RE-APPOINTMENT UPON EXPIRY OF HIS TERM AT THIS ANNUAL GENERAL MEETING, BE NOT RE-APPOINTED A DIRECTOR OF THE COMPANY. FURTHER RESOLVED THAT THE VACANCY, SO CREATED ON THE BOARD OF DIRECTORS OF THE COMPANY, BE NOT FILLED 4 RESOLVED THAT MR. A. K. NANDA (DIN: 00010029), WHO WAS Mgmt For For APPOINTED AS A DIRECTOR OF THE COMPANY LIABLE TO RETIRE BY ROTATION, AND WHO DOES NOT SEEK RE-APPOINTMENT UPON EXPIRY OF HIS TERM AT THIS ANNUAL GENERAL MEETING, BE NOT RE-APPOINTED A DIRECTOR OF THE COMPANY. FURTHER RESOLVED THAT THE VACANCY, SO CREATED ON THE BOARD OF DIRECTORS OF THE COMPANY, BE NOT FILLED 5 RESOLVED THAT PURSUANT TO SECTION 139 AND OTHER Mgmt For For APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 AND THE RULES FRAMED THEREUNDER AND PURSUANT TO THE RECOMMENDATION OF THE AUDIT COMMITTEE, MESSRS DELOITTE HASKINS & SELLS, CHARTERED ACCOUNTANTS (ICAI FIRM REGISTRATION NUMBER 117364W), THE RETIRING AUDITORS OF THE COMPANY, BE REAPPOINTED AS AUDITORS OF THE COMPANY TO HOLD OFFICE FROM THE CONCLUSION OF THIS ANNUAL GENERAL MEETING ("AGM"), UNTIL THE CONCLUSION OF THE THIRD CONSECUTIVE AGM OF THE COMPANY TO BE HELD IN THE YEAR 2017 (SUBJECT TO RATIFICATION OF THE APPOINTMENT BY THE MEMBERS AT EVERY AGM HELD AFTER THIS AGM), AT A REMUNERATION TO BE DETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY IN ADDITION TO OUT OF POCKET EXPENSES AS MAY BE INCURRED BY THEM DURING THE COURSE OF THE AUDIT 6 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS Mgmt For For 149, 152 READ WITH SCHEDULE IV AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES FRAMED THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE), MR. M. M. MURUGAPPAN (DIN: 00170478), DIRECTOR OF THE COMPANY, WHO HAS SUBMITTED A DECLARATION THAT HE MEETS THE CRITERIA FOR INDEPENDENCE AS PROVIDED IN SECTION 149(6) OF THE COMPANIES ACT, 2013 AND WHOSE PERIOD OF OFFICE WAS LIABLE TO DETERMINATION BY RETIREMENT OF DIRECTORS BY ROTATION UNDER THE PROVISIONS OF THE COMPANIES ACT, 1956 AND WHOSE TERM EXPIRES AT THIS ANNUAL GENERAL MEETING AND IN RESPECT OF WHOM THE COMPANY HAS RECEIVED A NOTICE IN WRITING FROM A MEMBER ALONG WITH THE DEPOSIT OF THE REQUISITE AMOUNT UNDER SECTION 160 OF THE COMPANIES ACT, 2013 PROPOSING HIS CANDIDATURE FOR THE OFFICE OF DIRECTOR, BEING SO ELIGIBLE, BE APPOINTED AS AN INDEPENDENT DIRECTOR OF THE COMPANY TO HOLD OFFICE FOR A TERM OF 4 (FOUR) CONSECUTIVE YEARS COMMENCING FROM 8TH AUGUST, 2014 7 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS Mgmt For For 149, 152 READ WITH SCHEDULE IV AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES FRAMED THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE), MR. DEEPAK S. PAREKH (DIN: 00009078), DIRECTOR OF THE COMPANY, WHO HAS SUBMITTED A DECLARATION THAT HE MEETS THE CRITERIA FOR INDEPENDENCE AS PROVIDED IN SECTION 149(6) OF THE COMPANIES ACT, 2013 AND WHOSE PERIOD OF OFFICE WAS LIABLE TO DETERMINATION BY RETIREMENT OF DIRECTORS BY ROTATION UNDER THE PROVISIONS OF THE COMPANIES ACT, 1956 AND IN RESPECT OF WHOM THE COMPANY HAS RECEIVED A NOTICE IN WRITING FROM A MEMBER ALONG WITH THE DEPOSIT OF THE REQUISITE AMOUNT UNDER SECTION 160 OF THE COMPANIES ACT, 2013 PROPOSING HIS CANDIDATURE FOR THE OFFICE OF INDEPENDENT DIRECTOR, BEING SO ELIGIBLE, BE APPOINTED AS AN INDEPENDENT DIRECTOR OF THE COMPANY TO HOLD OFFICE FOR A TERM OF 3 (THREE) CONSECUTIVE YEARS COMMENCING FROM 8TH AUGUST, 2014 8 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS Mgmt For For 149, 152 READ WITH SCHEDULE IV AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES FRAMED THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR REENACTMENT THEREOF FOR THE TIME BEING IN FORCE), MR. NADIR B. GODREJ (DIN: 00066195), DIRECTOR OF THE COMPANY, WHO HAS SUBMITTED A DECLARATION THAT HE MEETS THE CRITERIA FOR INDEPENDENCE AS PROVIDED IN SECTION 149(6) OF THE COMPANIES ACT, 2013 AND WHOSE PERIOD OF OFFICE WAS LIABLE TO DETERMINATION BY RETIREMENT OF DIRECTORS BY ROTATION UNDER THE PROVISIONS OF THE COMPANIES ACT, 1956 AND IN RESPECT OF WHOM THE COMPANY HAS RECEIVED A NOTICE IN WRITING FROM A MEMBER ALONG WITH THE DEPOSIT OF THE REQUISITE AMOUNT UNDER SECTION 160 OF THE COMPANIES ACT, 2013 PROPOSING HIS CANDIDATURE FOR THE OFFICE OF INDEPENDENT DIRECTOR, BEING SO ELIGIBLE, BE APPOINTED AS AN INDEPENDENT DIRECTOR OF THE COMPANY TO HOLD OFFICE FOR A TERM OF 4 (FOUR) CONSECUTIVE YEARS COMMENCING FROM 8TH AUGUST, 2014 9 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS Mgmt For For 149, 152 READ WITH SCHEDULE IV AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES FRAMED THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE), MR. R. K. KULKARNI (DIN: 00059367), DIRECTOR OF THE COMPANY, WHO HAS SUBMITTED A DECLARATION THAT HE MEETS THE CRITERIA FOR INDEPENDENCE AS PROVIDED IN SECTION 149(6) OF THE COMPANIES ACT, 2013 AND WHOSE PERIOD OF OFFICE WAS LIABLE TO DETERMINATION BY RETIREMENT OF DIRECTORS BY ROTATION UNDER THE PROVISIONS OF THE COMPANIES ACT, 1956 AND IN RESPECT OF WHOM THE COMPANY HAS RECEIVED A NOTICE IN WRITING FROM A MEMBER ALONG WITH THE DEPOSIT OF THE REQUISITE AMOUNT UNDER SECTION 160 OF THE COMPANIES ACT, 2013 PROPOSING HIS CANDIDATURE FOR THE OFFICE OF INDEPENDENT DIRECTOR, BEING SO ELIGIBLE, BE APPOINTED AS AN INDEPENDENT DIRECTOR OF THE COMPANY TO HOLD OFFICE FOR A TERM OF 5 (FIVE) CONSECUTIVE YEARS COMMENCING FROM 8TH AUGUST, 2014 10 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS Mgmt For For 149, 152 READ WITH SCHEDULE IV AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES FRAMED THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE), MR. ANUPAM PURI (DIN: 00209113), DIRECTOR OF THE COMPANY, WHO HAS SUBMITTED A DECLARATION THAT HE MEETS THE CRITERIA FOR INDEPENDENCE AS PROVIDED IN SECTION 149(6) OF THE COMPANIES ACT, 2013 AND WHOSE PERIOD OF OFFICE WAS LIABLE TO DETERMINATION BY RETIREMENT OF DIRECTORS BY ROTATION UNDER THE PROVISIONS OF THE COMPANIES ACT, 1956 AND IN RESPECT OF WHOM THE COMPANY HAS RECEIVED A NOTICE IN WRITING FROM A MEMBER ALONG WITH THE DEPOSIT OF THE REQUISITE AMOUNT UNDER SECTION 160 OF THE COMPANIES ACT, 2013 PROPOSING HIS CANDIDATURE FOR THE OFFICE OF INDEPENDENT DIRECTOR, BEING SO ELIGIBLE, BE APPOINTED AS AN INDEPENDENT DIRECTOR OF THE COMPANY TO HOLD OFFICE FOR A TERM OF 5 (FIVE) CONSECUTIVE YEARS COMMENCING FROM 8TH AUGUST, 2014 11 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS Mgmt Against Against 149, 152 READ WITH SCHEDULE IV AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES FRAMED THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE), DR. VISHAKHA N. DESAI (DIN: 05292671), DIRECTOR OF THE COMPANY, WHO HAS SUBMITTED A DECLARATION THAT SHE MEETS THE CRITERIA FOR INDEPENDENCE AS PROVIDED IN SECTION 149(6) OF THE COMPANIES ACT, 2013 AND WHOSE PERIOD OF OFFICE WAS LIABLE TO DETERMINATION BY RETIREMENT OF DIRECTORS BY ROTATION UNDER THE PROVISIONS OF THE COMPANIES ACT, 1956 AND IN RESPECT OF WHOM THE COMPANY HAS RECEIVED A NOTICE IN WRITING FROM A MEMBER ALONG WITH THE DEPOSIT OF THE REQUISITE AMOUNT UNDER SECTION 160 OF THE COMPANIES ACT, 2013 PROPOSING HER CANDIDATURE FOR THE OFFICE OF INDEPENDENT DIRECTOR, BEING SO ELIGIBLE, BE APPOINTED AS AN INDEPENDENT DIRECTOR OF THE COMPANY TO HOLD OFFICE FOR A TERM OF 5 (FIVE) CONSECUTIVE YEARS COMMENCING FROM 8TH AUGUST, 2014 12 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS Mgmt For For 149, 152 READ WITH SCHEDULE IV AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES FRAMED THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR REENACTMENT THEREOF FOR THE TIME BEING IN FORCE), MR. VIKRAM SINGH MEHTA (DIN: 00041197), DIRECTOR OF THE COMPANY, WHO HAS SUBMITTED A DECLARATION THAT HE MEETS THE CRITERIA FOR INDEPENDENCE AS PROVIDED IN SECTION 149(6) OF THE COMPANIES ACT, 2013 AND WHOSE PERIOD OF OFFICE WAS LIABLE TO DETERMINATION BY RETIREMENT OF DIRECTORS BY ROTATION UNDER THE PROVISIONS OF THE COMPANIES ACT, 1956 AND IN RESPECT OF WHOM THE COMPANY HAS RECEIVED A NOTICE IN WRITING FROM A MEMBER ALONG WITH THE DEPOSIT OF THE REQUISITE AMOUNT UNDER SECTION 160 OF THE COMPANIES ACT, 2013 PROPOSING HIS CANDIDATURE FOR THE OFFICE OF INDEPENDENT DIRECTOR, BEING SO ELIGIBLE, BE APPOINTED AS AN INDEPENDENT DIRECTOR OF THE COMPANY TO HOLD OFFICE FOR A TERM OF 5 (FIVE) CONSECUTIVE YEARS COMMENCING FROM 8TH AUGUST, 2014 13 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTION Mgmt For For 152 AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES FRAMED THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE), MR. BHARAT DOSHI (DIN: 00012541), WHO WAS APPOINTED BY THE BOARD OF DIRECTORS AS AN ADDITIONAL DIRECTOR OF THE COMPANY WITH EFFECT FROM 14TH NOVEMBER, 2013 AND WHO HOLDS OFFICE UPTO THE DATE OF THIS ANNUAL GENERAL MEETING OF THE COMPANY IN TERMS OF SECTION 161 OF THE COMPANIES ACT, 2013 AND IN RESPECT OF WHOM THE COMPANY HAS RECEIVED A NOTICE IN WRITING FROM A MEMBER ALONG WITH THE DEPOSIT OF THE REQUISITE AMOUNT UNDER SECTION 160 OF THE COMPANIES ACT, 2013 PROPOSING HIS CANDIDATURE FOR THE OFFICE OF DIRECTOR OF THE COMPANY, BE APPOINTED AS A DIRECTOR OF THE COMPANY, LIABLE TO RETIRE BY ROTATION 14 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTION Mgmt For For 152 AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES FRAMED THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE), MR. S. B. MAINAK (DIN: 02531129), WHO WAS APPOINTED BY THE BOARD OF DIRECTORS AS AN ADDITIONAL DIRECTOR OF THE COMPANY WITH EFFECT FROM 13TH NOVEMBER, 2013 AND WHO HOLDS OFFICE UPTO THE DATE OF THIS ANNUAL GENERAL MEETING OF THE COMPANY IN TERMS OF SECTION 161 OF THE COMPANIES ACT, 2013 AND IN RESPECT OF WHOM THE COMPANY HAS RECEIVED A NOTICE IN WRITING FROM A MEMBER ALONG WITH THE DEPOSIT OF THE REQUISITE AMOUNT UNDER SECTION 160 OF THE COMPANIES ACT, 2013 PROPOSING HIS CANDIDATURE FOR THE OFFICE OF DIRECTOR OF THE COMPANY, BE APPOINTED AS A DIRECTOR OF THE COMPANY, LIABLE TO RETIRE BY ROTATION 15 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTION Mgmt For For 152 AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES FRAMED THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE), DR. PAWAN GOENKA (DIN: 00254502), WHO WAS APPOINTED BY THE BOARD OF DIRECTORS AS AN ADDITIONAL DIRECTOR OF THE COMPANY WITH EFFECT FROM 23RD SEPTEMBER, 2013 AND WHO HOLDS OFFICE UPTO THE DATE OF THIS ANNUAL GENERAL MEETING OF THE COMPANY IN TERMS OF SECTION 161 OF THE COMPANIES ACT, 2013 AND IN RESPECT OF WHOM THE COMPANY HAS RECEIVED A NOTICE IN WRITING FROM A MEMBER ALONG WITH THE DEPOSIT OF THE REQUISITE AMOUNT UNDER SECTION 160 OF THE COMPANIES ACT, 2013 PROPOSING HIS CANDIDATURE FOR THE OFFICE OF DIRECTOR OF THE COMPANY, BE APPOINTED AS A DIRECTOR OF THE COMPANY, LIABLE TO RETIRE BY ROTATION 16 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS Mgmt For For 196 AND 197 READ WITH SCHEDULE V AND ALL OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 ("THE ACT"), THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION(S) OR REENACTMENT THEREOF FOR THE TIME BEING IN FORCE) AND SUBJECT TO THE APPROVAL OF CENTRAL GOVERNMENT, IF NECESSARY, AND SUCH OTHER APPROVALS, PERMISSIONS AND SANCTIONS, AS MAY BE REQUIRED AND SUBJECT TO SUCH CONDITIONS AND MODIFICATIONS, AS MAY BE PRESCRIBED OR IMPOSED BY ANY OF THE AUTHORITIES WHILE GRANTING SUCH APPROVALS, PERMISSIONS AND SANCTIONS, APPROVAL OF THE COMPANY BE ACCORDED TO THE APPOINTMENT OF DR. PAWAN GOENKA (DIN: 00254502) AS A WHOLE TIME DIRECTOR OF THE COMPANY DESIGNATED AS EXECUTIVE DIRECTOR AND PRESIDENT - AUTOMOTIVE AND FARM EQUIPMENT SECTORS FOR A PERIOD OF 5 (FIVE) YEARS WITH EFFECT FROM 23RD SEPTEMBER, 2013 TO 22ND SEPTEMBER, 2018 ON A SALARY OF RS. 10,32,300 PER MONTH IN THE SCALE OF RS. 7,00,000 TO RS. 15,00,000 PER MONTH. FURTHER RESOLVED THAT THE APPROVAL OF THE COMPANY BE ACCORDED TO THE BOARD OF DIRECTORS OF THE COMPANY (HEREINAFTER REFERRED TO AS 'BOARD' WHICH TERM SHALL BE DEEMED TO INCLUDE ANY DULY AUTHORISED COMMITTEE THEREOF, FOR THE TIME BEING EXERCISING THE POWERS CONFERRED ON THE BOARD BY THIS RESOLUTION) TO REVISE THE BASIC SALARY PAYABLE TO DR. PAWAN GOENKA, EXECUTIVE DIRECTOR (HEREINAFTER REFERRED TO AS "THE APPOINTEE") WITHIN THE ABOVE MENTIONED SCALE OF SALARY. FURTHER RESOLVED THAT THE PERQUISITES (INCLUDING ALLOWANCES) PAYABLE OR ALLOWABLE AND COMMISSION TO THE APPOINTEE BE AS FOLLOWS: PERQUISITES: 1. IN ADDITION TO THE SALARY, THE APPOINTEE SHALL ALSO BE ENTITLED TO PERQUISITES WHICH WOULD INCLUDE ACCOMMODATION (FURNISHED OR OTHERWISE) OR HOUSE RENT ALLOWANCE IN LIEU THEREOF, GAS, ELECTRICITY, WATER, FURNISHINGS, MEDICAL REIMBURSEMENT AND LEAVE TRAVEL CONCESSION FOR SELF AND FAMILY, CLUB FEES, USE OF COMPANY CARS, MEDICAL AND PERSONAL ACCIDENT INSURANCE AND OTHER BENEFITS, AMENITIES AND FACILITIES INCLUDING THOSE UNDER THE COMPANY'S SPECIAL POST RETIREMENT BENEFITS SCHEME IN ACCORDANCE WITH THE RULES OF THE COMPANY. THE VALUE OF THE PERQUISITES WOULD BE EVALUATED AS PER INCOME-TAX RULES, 1962 WHEREVER APPLICABLE AND AT COST IN THE ABSENCE OF ANY SUCH RULE. 2. CONTRIBUTION TO PROVIDENT FUND, SUPERANNUATION FUND, ANNUITY FUND AND GRATUITY WOULD NOT BE INCLUDED IN THE COMPUTATION OF CEILING ON REMUNERATION TO THE EXTENT THESE EITHER SINGLY OR PUT TOGETHER ARE NOT TAXABLE UNDER THE INCOME-TAX ACT, 1961. 3. ENCASHMENT OF EARNED LEAVE AT THE END OF THE TENURE AS PER RULES OF THE COMPANY SHALL NOT BE INCLUDED IN THE COMPUTATION OF CEILING ON REMUNERATION. 4. PROVISION OF CAR FOR USE ON COMPANY'S BUSINESS, TELEPHONE AND OTHER COMMUNICATION FACILITIES AT RESIDENCE WOULD NOT BE CONSIDERED AS PERQUISITES. COMMISSION: IN ADDITION TO THE SALARY AND PERQUISITES, THE APPOINTEE WOULD BE ENTITLED TO SUCH COMMISSION BASED ON THE NET PROFITS OF THE COMPANY IN ANY FINANCIAL YEAR NOT EXCEEDING 1% (ONE PER CENT) OF SUCH PROFITS AS THE GOVERNANCE, NOMINATION AND REMUNERATION COMMITTEE SHALL DECIDE, HAVING REGARD TO THE PERFORMANCE OF THE COMPANY. PROVIDED THAT THE REMUNERATION PAYABLE TO THE APPOINTEE (INCLUDING THE SALARY, COMMISSION, PERQUISITES, BENEFITS AND AMENITIES) DOES NOT EXCEED THE LIMITS LAID DOWN IN SECTION 197 OF THE ACT INCLUDING ANY STATUTORY MODIFICATION(S) OR REENACTMENT THEREOF. FURTHER RESOLVED THAT WHERE IN ANY FINANCIAL YEAR DURING THE CURRENCY OF THE TENURE OF THE APPOINTEE, THE COMPANY HAS NO PROFITS OR ITS PROFITS ARE INADEQUATE, THE COMPANY MAY PAY TO THE APPOINTEE, THE ABOVE REMUNERATION AS THE MINIMUM REMUNERATION FOR A PERIOD NOT EXCEEDING 3 (THREE) YEARS FROM THE DATE OF APPOINTMENT BY WAY OF SALARY, PERQUISITES AND OTHER ALLOWANCES AND BENEFITS AS SPECIFIED ABOVE SUBJECT TO RECEIPT OF THE REQUISITE APPROVALS, IF ANY. FURTHER RESOLVED THAT FOR THE PURPOSE OF GIVING EFFECT TO THIS RESOLUTION, THE BOARD BE AUTHORISED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS IT MAY, IN ITS ABSOLUTE DISCRETION, DEEM NECESSARY, PROPER OR DESIRABLE AND TO SETTLE ANY QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE IN THIS REGARD AND FURTHER TO EXECUTE ALL NECESSARY DOCUMENTS, APPLICATIONS, RETURNS AND WRITINGS AS MAY BE NECESSARY, PROPER, DESIRABLE OR EXPEDIENT 17 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTION Mgmt For For 148 OF THE COMPANIES ACT, 2013 ("THE ACT"), THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014 AND ALL OTHER APPLICABLE PROVISIONS OF THE ACT AND THE RULES FRAMED THEREUNDER (INCLUDING ANY STATUTORY MODIFICATION OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE), MESSRS N. I. MEHTA & CO., COST ACCOUNTANTS, APPOINTED BY THE BOARD OF DIRECTORS OF THE COMPANY AS COST AUDITORS FOR CONDUCTING THE AUDIT OF THE COST RECORDS OF THE COMPANY, IF REQUIRED, FOR THE FINANCIAL YEAR ENDING 31ST MARCH, 2015, BE PAID THE REMUNERATION AS SET OUT IN THE STATEMENT ANNEXED TO THE NOTICE CONVENING THIS MEETING. FURTHER RESOLVED THAT THE BOARD OF DIRECTORS OF THE COMPANY BE AUTHORISED TO DO ALL ACTS AND TAKE ALL SUCH STEPS AS MAY BE NECESSARY, PROPER OR EXPEDIENT TO GIVE EFFECT TO THIS RESOLUTION 18 RESOLVED THAT IN FURTHERANCE OF AND PURSUANT TO THE Mgmt Against Against SPECIAL RESOLUTIONS IN RESPECT OF ITEM NOS. 10 AND 11 PASSED BY THE MEMBERS AT THE 64TH ANNUAL GENERAL MEETING OF THE COMPANY HELD ON 28TH JULY, 2010 AND IN ACCORDANCE WITH THE PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, SECTIONS 42, 62 AND ALL OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 ("THE ACT") AND THE RULES FRAMED THEREUNDER INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE AND THE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME) GUIDELINES, 1999 INCLUDING ANY MODIFICATIONS THEREOF OR SUPPLEMENTS THERETO ("THE GUIDELINES") AND SUBJECT TO SUCH APPROVALS, CONSENTS, PERMISSIONS AND SANCTIONS AS MAY BE NECESSARY AND SUBJECT TO SUCH CONDITIONS AND MODIFICATIONS AS MAY BE PRESCRIBED OR IMPOSED WHILE GRANTING SUCH APPROVALS, CONSENTS, PERMISSIONS AND SANCTIONS WHICH MAY BE AGREED TO BY THE BOARD OF DIRECTORS OF THE COMPANY (HEREINAFTER REFERRED TO AS "THE BOARD" WHICH TERM SHALL BE DEEMED TO INCLUDE ANY COMMITTEE THEREOF), CONSENT OF THE MEMBERS OF THE COMPANY BE ACCORDED TO THE BOARD TO CREATE, OFFER, ISSUE AND ALLOT 52,00,000 ORDINARY (EQUITY) SHARES OF RS. 5 EACH I.E. NOT EXCEEDING 0.84% OF THE POST ISSUED EQUITY SHARE CAPITAL OF THE COMPANY (OR SUCH OTHER ADJUSTED FIGURE FOR ANY BONUS, STOCK SPLITS OR CONSOLIDATIONS OR OTHER RE-ORGANISATION OF THE CAPITAL STRUCTURE OF THE COMPANY AS MAY BE APPLICABLE FROM TIME TO TIME), IN ONE OR MORE TRANCHES AT SUCH PRICE AND ON SUCH TERMS AND CONDITIONS AS APPROVED BY THE MEMBERS OF THE COMPANY AT THE 64TH ANNUAL GENERAL MEETING OF THE COMPANY HELD ON 28TH JULY, 2010 TO THE MAHINDRA & MAHINDRA EMPLOYEES' STOCK OPTION TRUST ("THE TRUST") CONSTITUTED BY THE COMPANY IN PURSUANCE OF THE MAHINDRA & MAHINDRA LIMITED EMPLOYEES STOCK OPTION SCHEME - 2010 ("THE 2010 SCHEME"). FURTHER RESOLVED THAT THE TOTAL NUMBER OF OPTIONS TO BE GRANTED PURSUANT TO THE 2010 SCHEME SHALL STAND AUGMENTED TO THE EXTENT OF 52,00,000 ORDINARY (EQUITY) SHARES TO BE ALLOTTED TO THE TRUST PURSUANT TO THIS RESOLUTION. FURTHER RESOLVED THAT THE NEW ORDINARY (EQUITY) SHARES TO BE ISSUED AND ALLOTTED IN THE MANNER AFORESAID SHALL RANK PARI PASSU IN ALL RESPECTS WITH THE THEN EXISTING ORDINARY (EQUITY) SHARES OF THE COMPANY. FURTHER RESOLVED THAT FOR THE PURPOSE OF CREATING, OFFERING, ISSUING, ALLOTTING AND LISTING OF THE EQUITY SHARES, THE BOARD BE AUTHORISED ON BEHALF OF THE COMPANY TO MAKE ANY MODIFICATIONS, CHANGES, VARIATIONS, ALTERATIONS OR REVISIONS IN THE 2010 SCHEME FROM TIME TO TIME OR TO SUSPEND, WITHDRAW OR REVIVE THE 2010 SCHEME FROM TIME TO TIME AND DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS IT MAY, IN ITS ABSOLUTE DISCRETION, DEEM NECESSARY FOR SUCH PURPOSE AND WITH POWER ON BEHALF OF THE COMPANY TO SETTLE ANY QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE IN THIS REGARD WITHOUT REQUIRING THE BOARD TO SECURE ANY FURTHER CONSENT OR APPROVAL OF THE MEMBERS OF THE COMPANY 19 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS Mgmt Against Against 73, 76 AND ALL OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 ("THE ACT") AND THE COMPANIES (ACCEPTANCE OF DEPOSITS) RULES, 2014 ("THE RULES") (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE), CONSENT OF THE MEMBERS OF THE COMPANY BE ACCORDED TO THE COMPANY TO INVITE/ACCEPT/RENEW FROM TIME TO TIME UNSECURED/SECURED DEPOSITS FROM THE PUBLIC AND/ OR MEMBERS OF THE COMPANY UPTO THE PERMISSIBLE LIMITS AS PRESCRIBED UNDER THE RULES. FURTHER RESOLVED THAT FOR THE PURPOSE OF GIVING EFFECT TO THIS RESOLUTION, THE BOARD OF DIRECTORS OF THE COMPANY (HEREINAFTER REFERRED TO AS "THE BOARD" WHICH TERM SHALL BE DEEMED TO INCLUDE ANY COMMITTEE THEREOF) BE AUTHORISED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS IT MAY, IN ITS ABSOLUTE DISCRETION, DEEM NECESSARY, PROPER OR DESIRABLE FOR SUCH INVITATION/ACCEPTANCE/RENEWAL OF DEPOSITS BY THE COMPANY AND TO SETTLE ANY QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE IN THIS REGARD AND FURTHER TO EXECUTE ALL NECESSARY DOCUMENTS, APPLICATIONS, RETURNS AND WRITINGS AS MAY BE NECESSARY, PROPER, DESIRABLE OR EXPEDIENT 20 RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS Mgmt For For 42, 71 OF THE COMPANIES ACT, 2013 ("THE ACT") READ WITH THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES 2014 AND ALL OTHER APPLICABLE PROVISIONS OF THE ACT AND THE RULES FRAMED THEREUNDER, AS MAY BE APPLICABLE, AND OTHER APPLICABLE GUIDELINES AND REGULATIONS ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA ("SEBI") OR ANY OTHER LAW FOR THE TIME BEING IN FORCE (INCLUDING ANY STATUTORY MODIFICATION(S) OR AMENDMENT THERETO OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE) AND IN TERMS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, APPROVAL OF THE MEMBERS OF THE COMPANY BE ACCORDED TO AUTHORISE THE BOARD OF DIRECTORS OF THE COMPANY (HEREINAFTER REFERRED TO AS "THE BOARD" WHICH TERM SHALL BE DEEMED TO INCLUDE ANY COMMITTEE THEREOF) TO BORROW FROM TIME TO TIME, BY WAY OF SECURITIES INCLUDING BUT NOT LIMITED TO SECURED/UNSECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES ("NCDS") AND/OR COMMERCIAL PAPER ("CP") TO BE ISSUED UNDER PRIVATE PLACEMENT BASIS, IN ONE OR MORE SERIES/TRANCHES AGGREGATING UPTO AN AMOUNT NOT EXCEEDING RS. 2,500 CRORES (RUPEES TWO THOUSAND FIVE HUNDRED CRORES ONLY), ISSUABLE/REDEEMABLE AT DISCOUNT/PAR/PREMIUM, UNDER ONE OR MORE SHELF DISCLOSURE DOCUMENTS, DURING A PERIOD OF 1 (ONE) YEAR FROM THE DATE OF THIS ANNUAL GENERAL MEETING, ON SUCH TERMS AND CONDITIONS AS THE BOARD OF THE COMPANY MAY, FROM TIME TO TIME, DETERMINE AND CONSIDER PROPER AND MOST BENEFICIAL TO THE COMPANY INCLUDING AS TO WHEN THE SAID NCDS AND/OR CP BE ISSUED, THE CONSIDERATION FOR THE ISSUE, UTILISATION OF THE ISSUE PROCEEDS AND ALL MATTERS CONNECTED WITH OR INCIDENTAL THERETO AND THAT THE SAID BORROWING SHALL BE WITHIN THE OVERALL BORROWING LIMITS OF THE COMPANY. FURTHER RESOLVED THAT FOR THE PURPOSE OF GIVING EFFECT TO THIS RESOLUTION, THE BOARD BE AUTHORISED TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AND EXECUTE ALL SUCH DEEDS, DOCUMENTS, INSTRUMENTS AND WRITINGS AS IT MAY IN ITS SOLE AND ABSOLUTE DISCRETION DEEM NECESSARY IN RELATION THERETO CMMT 21-JUL-2014: PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING CMMT 21 JUL 2014: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO RECEIPT OF VOTING OPTION COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- OIL & NATURAL GAS CORPORATION LTD Agenda Number: 705530651 -------------------------------------------------------------------------------------------------------------------------- Security: Y64606133 Meeting Type: AGM Ticker: Meeting Date: 19-Sep-2014 ISIN: INE213A01029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED FINANCIAL Mgmt For For STATEMENT OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2014, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND THE AUDITORS' THEREON AND COMMENTS OF THE COMPTROLLER & AUDITOR GENERAL OF INDIA, IN TERMS OF SECTION 143(6) OF THE COMPANIES ACT, 2013 2 TO CONFIRM THE PAYMENT OF TWO INTERIM DIVIDENDS AND Mgmt For For DECLARE FINAL DIVIDEND ON EQUITY SHARES FOR THE YEAR 2013-14: THE BOARD HAD RECOMMENDED A FINAL DIVIDEND OF INR 0.25 PER EQUITY SHARE OF INR 5/- EACH FULLY PAID UP, IN ITS MEETING HELD ON 29TH MAY, 2014 3 TO APPOINT A DIRECTOR IN PLACE OF SHRI A K BANERJEE Mgmt For For (DIN-05287459) WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT 4 TO AUTHORISE BOARD OF DIRECTORS OF THE COMPANY TO FIX Mgmt For For THE REMUNERATION OF THE JOINT STATUTORY AUDITORS OF THE COMPANY FOR THE FINANCIAL YEAR 2014-15, IN TERMS OF THE PROVISIONS OF SECTION 139(5) READ WITH SECTION 142 OF THE COMPANIES ACT, 2013: THE STATUTORY AUDITORS OF YOUR COMPANY ARE APPOINTED BY THE COMPTROLLER & AUDITOR GENERAL OF INDIA (C&AG). M/S MEHRA GOEL & CO, M/S S BHANDARI & CO, M/S RAY & RAY, M/S VARMA & VARMA AND M/S G D APTE & CO., CHARTERED ACCOUNTANTS WERE APPOINTED AS JOINT STATUTORY AUDITORS FOR THE FINANCIAL YEAR 2013-14. THE STATUTORY AUDITORS HAVE BEEN PAID A REMUNERATION OF INR 22.92 MILLION (PREVIOUS YEAR INR 20.21 MILLION) TOWARDS AUDIT FEE AND CERTIFICATION OF CORPORATE GOVERNANCE REPORT. THE ABOVE FEES ARE EXCLUSIVE OF APPLICABLE SERVICE TAX AND REIMBURSEMENT OF REASONABLE TRAVELLING AND OUT OF POCKET EXPENSES ACTUALLY INCURRED 5 TO APPOINT SHRI TAPAS KUMAR SENGUPTA (DIN-06802877) AS Mgmt For For DIRECTOR OF THE COMPANY 6 TO APPOINT SHRI DINESH KUMAR SARRAF (DIN-00147870) AS Mgmt For For DIRECTOR OF THE COMPANY 7 TO APPOINT DR. SUBHASH C. KHUNTIA (DIN-05344972) AS Mgmt For For DIRECTOR OF THE COMPANY 8 TO APPOINT SHRI ASHOK VARMA (DIN-06909494) AS DIRECTOR Mgmt For For OF THE COMPANY 9 TO APPOINT SHRI DESH DEEPAK MISRA (DIN-06926783) AS Mgmt For For DIRECTOR OF THE COMPANY 10 TO RATIFY THE REMUNERATION OF THE COST AUDITORS FOR Mgmt For For THE FINANCIAL YEAR ENDING 31ST MARCH, 2015 CMMT 01 SEP 2014: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO MODIFICATION OF TEXT IN RESOLUTIONS 1 AND 3. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- PETROCHINA CO LTD, BEIJING Agenda Number: 705561810 -------------------------------------------------------------------------------------------------------------------------- Security: Y6883Q104 Meeting Type: EGM Ticker: Meeting Date: 29-Oct-2014 ISIN: CNE1000003W8 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0 910/LTN20140910380.pdf AND http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0 910/LTN20140910362.pdf 1 TO CONSIDER AND APPROVE THE FOLLOWING RESOLUTION IN Mgmt For For RESPECT OF CONTINUING CONNECTED TRANSACTIONS: "THAT, AS SET OUT IN THE CIRCULAR DATED 10 SEPTEMBER 2014 ISSUED BY THE COMPANY TO ITS SHAREHOLDERS (THE "CIRCULAR"): THE NEW COMPREHENSIVE AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND CHINA NATIONAL PETROLEUM CORPORATION BE AND IS HEREBY APPROVED, RATIFIED AND CONFIRMED AND THE EXECUTION OF THE NEW COMPREHENSIVE AGREEMENT BY MR YU YIBO FOR AND ON BEHALF OF THE COMPANY BE AND IS HEREBY APPROVED, RATIFIED AND CONFIRMED; MR YU YIBO BE AND IS HEREBY AUTHORISED TO MAKE ANY AMENDMENT TO THE NEW COMPREHENSIVE AGREEMENT AS HE THINKS DESIRABLE AND NECESSARY AND TO DO ALL SUCH FURTHER ACTS AND THINGS AND EXECUTE SUCH FURTHER DOCUMENTS AND TAKE ALL SUCH STEPS WHICH IN HIS OPINION MAY BE NECESSARY, DESIRABLE OR EXPEDIENT TO IMPLEMENT CONTD CONT CONTD AND/OR GIVE EFFECT TO THE TERMS OF SUCH Non-Voting TRANSACTIONS; AND THE NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS AND THE PROPOSED CAPS OF THE NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS UNDER THE NEW COMPREHENSIVE AGREEMENT, WHICH THE COMPANY EXPECTS TO OCCUR IN THE ORDINARY AND USUAL COURSE OF BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES, AS THE CASE MAY BE, AND TO BE CONDUCTED ON NORMAL COMMERCIAL TERMS, BE AND ARE HEREBY GENERALLY AND UNCONDITIONALLY APPROVED 2 TO CONSIDER AND APPROVE MR. ZHANG BIYI AS INDEPENDENT Mgmt For For NON-EXECUTIVE DIRECTOR OF THE COMPANY 3 TO CONSIDER AND APPROVE MR. JIANG LIFU AS SUPERVISOR Mgmt For For OF THE COMPANY CMMT 12 SEP 2014: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO CHANGE IN RECORD DATE TO 26 SEP 14. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK, BANDUNG Agenda Number: 705739083 -------------------------------------------------------------------------------------------------------------------------- Security: Y71474145 Meeting Type: EGM Ticker: Meeting Date: 19-Dec-2014 ISIN: ID1000129000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 CHANGES OF THE COMPOSITION OF THE BOARD Mgmt Against Against -------------------------------------------------------------------------------------------------------------------------- SABMILLER PLC, WOKING SURREY Agenda Number: 705430584 -------------------------------------------------------------------------------------------------------------------------- Security: G77395104 Meeting Type: AGM Ticker: Meeting Date: 24-Jul-2014 ISIN: GB0004835483 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE AND ADOPT THE FINANCIAL STATEMENTS FOR THE Mgmt For For YEAR ENDED 31 MARCH 2014 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS THEREIN 2 TO RECEIVE AND IF THOUGHT FIT APPROVE THE DIRECTORS Mgmt For For REMUNERATION REPORT 2014 OTHER THAN THE DIRECTORS REMUNERATION POLICY 3 TO RECEIVE AND IF THOUGHT FIT APPROVE THE DIRECTORS Mgmt Abstain Against REMUNERATION POLICY CONTAINED IN THE ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2014 4 TO RE-ELECT MR M H ARMOUR AS A DIRECTOR OF THE COMPANY Mgmt For For 5 TO RE-ELECT MR G C BIBLE AS A DIRECTOR OF THE COMPANY Mgmt For For 6 TO RE-ELECT MR A J CLARK AS A DIRECTOR OF THE COMPANY Mgmt For For 7 TO RE-ELECT MR D S DEVITRE AS A DIRECTOR OF THE Mgmt For For COMPANY 8 TO RE-ELECT MR G R ELLIOTT AS A DIRECTOR OF THE Mgmt For For COMPANY 9 TO RE-ELECT MS L M S KNOX AS A DIRECTOR OF THE COMPANY Mgmt For For 10 TO RE-ELECT MR P J MANSER AS A DIRECTOR OF THE COMPANY Mgmt For For 11 TO RE-ELECT MR J A MANZONI AS A DIRECTOR OF THE Mgmt For For COMPANY 12 TO RE-ELECT DR D F MOYO AS A DIRECTOR OF THE COMPANY Mgmt For For 13 TO RE-ELECT MR C A PEREZ DAVILA AS A DIRECTOR OF THE Mgmt For For COMPANY 14 TO RE-ELECT MR A SANTO DOMINGO DAVILA AS A DIRECTOR OF Mgmt For For THE COMPANY 15 TO RE-ELECT MS H A WEIR AS A DIRECTOR OF THE COMPANY Mgmt For For 16 TO RE-ELECT MR H A WILLARD AS A DIRECTOR OF THE Mgmt For For COMPANY 17 TO RE-ELECT MR J S WILSON AS A DIRECTOR OF THE COMPANY Mgmt For For 18 TO DECLARE A FINAL DIVIDEND OF 80 US CENTS PER SHARE Mgmt For For 19 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Mgmt For For OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING 20 TO AUTHORISE THE DIRECTORS TO DETERMINE THE Mgmt For For REMUNERATION OF THE AUDITORS 21 TO GIVE A GENERAL POWER AND AUTHORITY TO THE DIRECTORS Mgmt For For TO ALLOT SHARES 22 TO ADOPT THE SABMILLER PLC EMPLOYEE SHARE PURCHASE Mgmt For For PLAN 23 TO ADOPT THE SABMILLER PLC SHARESAVE PLAN Mgmt For For 24 TO AUTHORISE THE DIRECTORS TO ESTABLISH SUPPLEMENTS OR Mgmt For For APPENDICES TO THE SABMILLER PLC EMPLOYEE SHARE PURCHASE PLAN OR THE SABMILLER PLC SHARESAVE PLAN 25 TO GIVE A GENERAL POWER AND AUTHORITY TO THE DIRECTORS Mgmt For For TO ALLOT SHARES FOR CASH OTHERWISE THAN PRO RATA TO ALL SHAREHOLDERS 26 TO GIVE A GENERAL AUTHORITY TO THE DIRECTORS TO MAKE Mgmt For For MARKET PURCHASES OF ORDINARY SHARES OF US 0.10 DOLLARS EACH IN THE CAPITAL OF THE COMPANY 27 TO APPROVE THE CALLING OF GENERAL MEETINGS OTHER THAN Mgmt For For AN ANNUAL GENERAL MEETING ON NOT LESS THAN 14 CLEAR DAYS NOTICE CMMT 27 JUN 2014: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO RECEIPT 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 -------------------------------------------------------------------------------------------------------------------------- TEVA PHARMACEUTICAL INDUSTRIES LIMITED Agenda Number: 934055422 -------------------------------------------------------------------------------------------------------------------------- Security: 881624209 Meeting Type: Annual Ticker: TEVA Meeting Date: 30-Jul-2014 ISIN: US8816242098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. TO APPOINT DAN PROPPER AS DIRECTOR, TO SERVE UNTIL THE Mgmt For For 2017 ANNUAL MEETING OF SHAREHOLDERS. 1B. TO APPOINT ORY SLONIM AS DIRECTOR, TO SERVE UNTIL THE Mgmt For For 2017 ANNUAL MEETING OF SHAREHOLDERS. 2A. TO APPOINT MR. JOSEPH (YOSSI) NITZANI TO SERVE AS A Mgmt For For STATUTORY INDEPENDENT DIRECTOR FOR AN ADDITIONAL TERM OF THREE YEARS, FOLLOWING THE EXPIRATION OF HIS SECOND TERM OF SERVICE ON SEPTEMBER 25, 2014, AND TO APPROVE HIS REMUNERATION AND BENEFITS. 2B. TO APPOINT MR. JEAN-MICHEL HALFON TO SERVE AS A Mgmt For For STATUTORY INDEPENDENT DIRECTOR FOR A TERM OF THREE YEARS, COMMENCING FOLLOWING MEETING, AND TO APPROVE HIS REMUNERATION & BENEFITS. 3A. TO APPROVE THE ANNUAL CASH BONUS OBJECTIVES FOR THE Mgmt For For COMPANY'S PRESIDENT & CHIEF EXECUTIVE OFFICER FOR 2014 AND GOING FORWARD. 3B. TO APPROVE ANNUAL EQUITY AWARDS FOR THE COMPANY'S Mgmt For For PRESIDENT AND CHIEF EXECUTIVE OFFICER FOR EACH YEAR COMMENCING IN 2015. 4. TO APPROVE THE PURCHASE OF DIRECTORS' AND OFFICERS' Mgmt For For LIABILITY INSURANCE WITH ANNUAL COVERAGE OF UP TO $600 MILLION. 5. TO APPOINT KESSELMAN & KESSELMAN, A MEMBER OF Mgmt For For PRICEWATERHOUSECOOPERS INTERNATIONAL LTD., AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM UNTIL THE 2015 ANNUAL MEETING OF SHAREHOLDERS. -------------------------------------------------------------------------------------------------------------------------- THE FOSCHINI GROUP LIMITED Agenda Number: 705494146 -------------------------------------------------------------------------------------------------------------------------- Security: S29260155 Meeting Type: AGM Ticker: Meeting Date: 01-Sep-2014 ISIN: ZAE000148466 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O.1 PRESENTATION OF ANNUAL FINANCIAL STATEMENTS Mgmt For For O.2 RE-APPOINTMENT OF EXTERNAL AUDITOR: THAT UPON THE Mgmt For For RECOMMENDATION OF THE BOARD AUDIT COMMITTEE, KPMG INC. BE RE-APPOINTED AS AUDITORS (AND MR H DU PLESSIS AS THE DESIGNATED PARTNER) OF THE COMPANY UNTIL THE FOLLOWING ANNUAL GENERAL MEETING O.3 RE-ELECTION OF MR D M NUREK AS A DIRECTOR Mgmt For For O.4 RE-ELECTION OF MR M LEWIS AS A DIRECTOR Mgmt For For O.5 RE-ELECTION OF PROF F ABRAHAMS AS A DIRECTOR Mgmt For For O.6 ELECTION OF MR D FRIEDLAND AS A DIRECTOR Mgmt For For O.7 ELECTION OF MR S E ABRAHAMS AS A MEMBER OF THE BOARD Mgmt For For AUDIT COMMITTEE O.8 ELECTION OF MR E OBLOWITZ AS A MEMBER OF THE BOARD Mgmt For For AUDIT COMMITTEE O.9 ELECTION OF MS N V SIMAMANE AS A MEMBER OF THE BOARD Mgmt For For AUDIT COMMITTEE O.10 NON-BINDING ADVISORY VOTE ON REMUNERATION POLICY Mgmt For For S.1 NON-EXECUTIVE DIRECTOR REMUNERATION Mgmt For For S.2 SPECIFIC AUTHORITY FOR SPECIFIC REPURCHASE Mgmt For For S.3 GENERAL AUTHORITY TO ACQUIRE SHARES Mgmt For For S.4 FINANCIAL ASSISTANCE Mgmt For For O.11 GENERAL AUTHORITY OF DIRECTORS Mgmt For For -------------------------------------------------------------------------------------------------------------------------- TOTVS SA Agenda Number: 705596483 -------------------------------------------------------------------------------------------------------------------------- Security: P92184103 Meeting Type: EGM Ticker: Meeting Date: 22-Oct-2014 ISIN: BRTOTSACNOR8 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT PLEASE NOTE THAT COMMON SHAREHOLDERS SUBMITTING A VOTE Non-Voting TO ELECT A MEMBER FROM THE LIST PROVIDED MUST INCLUDE THE CANDIDATES NAME IN THE VOTE INSTRUCTION. HOWEVER WE CANNOT DO THIS THROUGH THE PROXYEDGE PLATFORM. IN ORDER TO SUBMIT A VOTE TO ELECT A CANDIDATE, CLIENTS MUST CONTACT THEIR CSR TO INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM ARE RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOUR OR AGAINST THE DEFAULT COMPANIES CANDIDATE. THANK YOU CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU A EXAMINATION, DISCUSSION AND APPROVAL OF THE Mgmt For For JUSTIFICATION AND OF THE RATIFICATION OF THE PROTOCOL AND JUSTIFICATION OF MERGER OF TOTVS BRASIL SALES LTDA., A LIMITED COMPANY, WITH ITS FOUNDING DOCUMENTS DULY ON FILE AT THE SAO PAULO STATE BOARD OF TRADE, JUCESP, UNDER NUMBER 35.227.883.917, WITH ITS HEAD OFFICE AT AVENIDA BRAZ LEME, 1717, JARDIM SAO BENTO, CITY OF SAO PAULO, STATE OF SAO PAULO, FROM HERE ONWARDS REFERRED TO AS THE BUSINESS, THAT WAS ENTERED INTO BETWEEN THE BUSINESS AND THE COMPANY ON SEPTEMBER 30, 2014, FROM HERE ONWARDS REFERRED TO AS THE PROTOCOL AND JUSTIFICATION B EXAMINATION, DISCUSSION AND APPROVAL OF THE Mgmt For For RATIFICATION OF THE APPOINTMENT AND HIRING OF THE SPECIALIZED COMPANY APSIS CONSULTORIA E AVALIACOES LTDA., WITH ITS HEAD OFFICE IN THE CITY AND STATE OF RIO DE JANEIRO, AT RUA DA ASSEMBLEIA 35, 12TH FLOOR, WITH CORPORATE TAXPAYER ID NUMBER, CNPJ.MF, 08.681.365.0001.30, AS BEING RESPONSIBLE FOR THE PREPARATION OF THE VALUATION REPORT OF THE EQUITY OF THE BUSINESS, AT ITS BOOK EQUITY VALUE, IN ACCORDANCE WITH THE TERMS OF THE PROTOCOL AND JUSTIFICATION, FROM HERE ONWARDS REFERRED TO AS THE VALUATION REPORT C EXAMINATION, DISCUSSION AND APPROVAL OF THE VALUATION Mgmt For For REPORT D EXAMINATION, DISCUSSION AND APPROVAL OF THE MERGER OF Mgmt For For THE BUSINESS INTO THE COMPANY, WHICH IS TO BE CARRIED OUT IN ACCORDANCE WITH THE TERMS OF THE PROTOCOL AND JUSTIFICATION, WITHOUT THE ISSUANCE OF NEW SHARES OF THE COMPANY, BEARING IN MIND THAT THE ENTIRETY OF THE QUOTAS THAT ARE REPRESENTATIVE OF THE CAPITAL OF THE BUSINESS ARE HELD BY THE COMPANY E AUTHORIZATION FOR THE MANAGERS OF THE COMPANY TO DO Mgmt For For ALL THE ACTS THAT ARE NECESSARY FOR THE IMPLEMENTATION AND FORMALIZATION OF THE PROPOSED RESOLUTIONS THAT ARE APPROVED BY THE SHAREHOLDERS OF THE COMPANY F ELECTION OF TWO NEW MEMBERS OF THE BOARD OF DIRECTORS Mgmt For For OF THE COMPANY, WHICH WILL COME TO HAVE NINE FULL MEMBERS, IN ACCORDANCE WITH THAT WHICH IS PROVIDED FOR IN ARTICLE 16 OF THE CORPORATE BYLAWS OF THE COMPANY: F.A. RODRIGO KEDE LIMA AND F.B. ROMERO VENANCIO RODRIGUES FILHO -------------------------------------------------------------------------------------------------------------------------- VALE S.A. Agenda Number: 934108184 -------------------------------------------------------------------------------------------------------------------------- Security: 91912E105 Meeting Type: Special Ticker: VALE Meeting Date: 23-Dec-2014 ISIN: US91912E1055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 PURSUANT TO THE TERMS OF ARTICLES 224 AND 225 OF LAW Mgmt For For NO. 6.404/76, APPROVE THE PROTOCOLS AND JUSTIFICATIONS FOR ACQUISITION OF SOCIEDADE DE MINERACAO CONSTELACAO DE APOLO S.A ("APOLO") AND VALE MINA DO AZUL S.A. ("VMA"), BOTH WHOLLY OWNED SUBSIDIARIES OF VALE 2 RATIFY THE APPOINTMENT OF KPMG AUDITORES Mgmt For For INDEPENDENTES, A SPECIALIZED COMPANY HIRED TO COMPLETE THE APPRAISALS OF APOLO AND VMA 3 APPROVE THE RESPECTIVE APPRAISAL REPORTS, PREPARED BY Mgmt For For THE SPECIALIZED COMPANY 4 APPROVE THE ACQUISITION, WITH NO CAPITAL INCREASE AND Mgmt For For WITHOUT ISSUANCE OF NEW SHARES, OF APOLO AND VMA BY VALE 5 RATIFY THE APPOINTMENTS OF MEMBERS AND SUBSTITUTES OF Mgmt For For THE BOARD OF DIRECTORS, SUCH APPOINTMENTS MADE AT BOARD MEETINGS HELD ON 04/14/2014 AND 05/29/2014, PURSUANT TO THE TERMS OF SECTION 10 OF ARTICLE 11 OF THE COMPANY BYLAWS -------------------------------------------------------------------------------------------------------------------------- VALE SA, RIO DE JANEIRO Agenda Number: 705708634 -------------------------------------------------------------------------------------------------------------------------- Security: P9661Q148 Meeting Type: EGM Ticker: Meeting Date: 23-Dec-2014 ISIN: BRVALEACNPA3 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT PLEASE NOTE THAT THE PREFERRED SHAREHOLDERS CAN VOTE Non-Voting ON ALL ITEMS. THANK YOU. CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE Non-Voting SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU 1 IN ACCORDANCE WITH THE TERMS OF ARTICLES 224 AND 225 Mgmt For For OF LAW NUMBER 6044.76, TO APPROVE THE PROTOCOLS AND JUSTIFICATIONS OF MERGER OF SOCIEDADE DE MINERACAO CONSTELACAO DE APOLO S.A., FROM HERE ONWARDS REFERRED TO AS APOLO, AND OF VALE MINA DO AZUL S.A., FROM HERE ONWARDS REFERRED TO HIS VMA, WHICH ARE WHOLLY OWNED SUBSIDIARIES OF VALE 2 TO RATIFY THE APPOINTMENT OF KPMG AUDITORES Mgmt For For INDEPENDENTES, A SPECIALIZED COMPANY HIRED TO PROCEED WITH THE VALUATION OF APOLO AND VMA 3 TO APPROVE THE RESPECTIVE VALUATION REPORTS, WHICH Mgmt For For WERE PREPARED BY THE SPECIALIZED COMPANY 4 TO APPROVE THE MERGER, WITHOUT A CAPITAL INCREASE AND Mgmt For For WITHOUT THE ISSUANCE OF NEW SHARES, OF APOLO AND OF VMA INTO VALE 5 TO RATIFY THE APPOINTMENTS OF FULL AND ALTERNATE Mgmt Abstain Against MEMBERS OF THE BOARD OF DIRECTORS THAT WERE MADE AT THE MEETINGS OF THAT BODY ON APRIL 14, 2014, AND MAY 29, 2014, IN ACCORDANCE WITH THE TERMS OF PARAGRAPH 10 OF ARTICLE 11 OF THE CORPORATE BYLAWS -------------------------------------------------------------------------------------------------------------------------- VTECH HOLDINGS LTD, HAMILTON Agenda Number: 705398332 -------------------------------------------------------------------------------------------------------------------------- Security: G9400S132 Meeting Type: AGM Ticker: Meeting Date: 18-Jul-2014 ISIN: BMG9400S1329 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0 611/LTN20140611363.pdf AND http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0 611/LTN20140611397.pdf 1 TO RECEIVE AND CONSIDER THE AUDITED FINANCIAL Mgmt For For STATEMENTS AND THE REPORTS OF THE DIRECTORS OF THE COMPANY ("DIRECTORS") AND THE AUDITOR OF THE COMPANY ("AUDITOR") FOR THE YEAR ENDED 31 MARCH 2014 2 TO CONSIDER AND DECLARE A FINAL DIVIDEND IN RESPECT OF Mgmt For For THE YEAR ENDED 31 MARCH 2014 3.a TO RE-ELECT DR. ALLAN WONG CHI YUN AS DIRECTOR Mgmt For For 3.b TO RE-ELECT MR. ANDY LEUNG HON KWONG AS DIRECTOR Mgmt For For 3.c TO RE-ELECT DR. PATRICK WANG SHUI CHUNG AS DIRECTOR Mgmt For For 3.d TO FIX THE REMUNERATION OF THE DIRECTORS Mgmt For For 4 TO RE-APPOINT KPMG AS THE AUDITOR AND AUTHORISE THE Mgmt For For BOARD OF DIRECTORS TO FIX ITS REMUNERATION 5 TO GRANT A GENERAL MANDATE TO THE DIRECTORS TO Mgmt For For REPURCHASE SHARES REPRESENTING UP TO 10% OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF THE 2014 AGM 6 TO GRANT A GENERAL MANDATE TO THE DIRECTORS TO ALLOT, Mgmt Against Against ISSUE AND DEAL WITH ADDITIONAL SHARES REPRESENTING UP TO 10% OF THE ISSUED SHARE CAPITAL OF THE COMPANY AT THE DATE OF THE 2014 AGM 7 TO EXTEND THE GENERAL MANDATE GRANTED TO THE DIRECTORS Mgmt Against Against TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL SHARES BY THE ADDITION OF SUCH NUMBER OF SHARES TO BE REPURCHASED BY THE COMPANY -------------------------------------------------------------------------------------------------------------------------- WOOLWORTHS HOLDINGS LTD, SOUTH AFRICA Agenda Number: 705589616 -------------------------------------------------------------------------------------------------------------------------- Security: S98758121 Meeting Type: AGM Ticker: Meeting Date: 26-Nov-2014 ISIN: ZAE000063863 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.O.1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY REPORTS FOR Mgmt For For THE YEAR ENDED 29 JUNE 2014 2.O.2 REAPPOINT ERNST & YOUNG INC AS AUDITORS OF THE COMPANY Mgmt For For 3O3.1 RE-ELECT ZARINA BASSA AS DIRECTOR Mgmt For For 3O3.2 RE-ELECT SIR STUART ROSE AS DIRECTOR Mgmt For For 3O3.3 RE-ELECT SIMON SUSMAN AS DIRECTOR Mgmt For For 4O4.1 ELECT HUBERT BRODY AS DIRECTOR Mgmt For For 4O4.2 ELECT NOMBULELO MOHOLI AS DIRECTOR Mgmt For For 4O4.3 ELECT SAM NGUMENI AS DIRECTOR Mgmt For For 5O5.1 RE-ELECT PETER BACON AS MEMBER OF THE AUDIT COMMITTEE Mgmt For For 5O5.2 RE-ELECT ZARINA BASSA AS MEMBER OF THE AUDIT COMMITTEE Mgmt For For 5O5.3 ELECT HUBERT BRODY AS MEMBER OF THE AUDIT COMMITTEE Mgmt For For 5O5.4 RE-ELECT ANDREW HIGGINSON AS MEMBER OF THE AUDIT Mgmt For For COMMITTEE 5O5.5 RE-ELECT MIKE LEEMING AS MEMBER OF THE AUDIT COMMITTEE Mgmt For For 6 APPROVE REMUNERATION POLICY Mgmt For For 7S.1 APPROVE REMUNERATION OF NON-EXECUTIVE DIRECTORS Mgmt For For 8S.2 APPROVE DECREASE IN NUMBER OF AUTHORISED BUT UNISSUED Mgmt For For ORDINARY SHARES 9S.3 AMEND MEMORANDUM OF INCORPORATION Mgmt For For 10S.4 AUTHORISE REPURCHASE OF UP TO FIVE PERCENT OF ISSUED Mgmt For For SHARE CAPITAL 11S.5 APPROVE FINANCIAL ASSISTANCE TO RELATED OR Mgmt For For INTER-RELATED COMPANIES OR CORPORATIONS 12S.6 APPROVE ISSUANCE OF SHARES OR OPTIONS AND GRANT Mgmt For For FINANCIAL ASSISTANCE IN TERMS OF THE COMPANY'S SHARE-BASED INCENTIVE SCHEMES CMMT 24 OCT 2014: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO CHANGE IN THE NUMBERING OF RESOLUTIONS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. TFGT Global Real Estate Fund -------------------------------------------------------------------------------------------------------------------------- AIMS AMP CAPITAL INDUSTRIAL REIT Agenda Number: 705455295 -------------------------------------------------------------------------------------------------------------------------- Security: Y0029Z136 Meeting Type: AGM Ticker: Meeting Date: 30-Jul-2014 ISIN: SG2D63974620 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE AND ADOPT THE REPORT OF HSBC INSTITUTIONAL Mgmt For For TRUST SERVICES (SINGAPORE) LIMITED, AS TRUSTEE OF AACI REIT (THE "TRUSTEE"), THE STATEMENT BY AIMS AMP CAPITAL INDUSTRIAL REIT MANAGEMENT LIMITED, AS MANAGER OF AACI REIT (THE "MANAGER"), THE AUDITED FINANCIAL STATEMENTS OF AACI REIT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 AND THE AUDITORS' REPORT THEREON 2 TO RE-APPOINT KPMG LLP AS AUDITORS OF AACI REIT AND TO Mgmt For For HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT AGM AND TO AUTHORISE THE MANAGER TO DETERMINE THEIR REMUNERATION 3 THAT AUTHORITY BE AND IS HEREBY GIVEN TO THE MANAGER, Mgmt For For TO (A) (I) ISSUE UNITS IN AACI REIT ("UNITS") WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE; AND/OR (II) MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS (COLLECTIVELY, "INSTRUMENTS") THAT MIGHT OR WOULD REQUIRE UNITS TO BE ISSUED, INCLUDING BUT NOT LIMITED TO THE CREATION AND ISSUE OF (AS WELL AS ADJUSTMENTS TO) SECURITIES, WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE INTO UNITS, AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE MANAGER MAY IN ITS ABSOLUTE DISCRETION DEEM FIT; AND (B) ISSUE UNITS IN PURSUANCE OF ANY INSTRUMENT MADE OR GRANTED BY THE MANAGER WHILE THIS RESOLUTION WAS IN FORCE (NOTWITHSTANDING THAT THE AUTHORITY CONFERRED BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE AT THE TIME SUCH UNITS ARE ISSUED CONTD CONT CONTD ), PROVIDED THAT: (1) THE AGGREGATE NUMBER OF Non-Voting UNITS TO BE ISSUED PURSUANT TO THIS RESOLUTION (INCLUDING UNITS TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION) SHALL NOT EXCEED FIFTY PER CENT. (50%) OF THE TOTAL NUMBER OF ISSUED UNITS (EXCLUDING TREASURY UNITS, IF ANY) (AS CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH (2) BELOW), OF WHICH THE AGGREGATE NUMBER OF UNITS TO BE ISSUED OTHER THAN ON A PRO RATA BASIS TO UNITHOLDERS (INCLUDING UNITS TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION) SHALL NOT EXCEED TWENTY PER CENT. (20%) OF THE TOTAL NUMBER OF ISSUED UNITS (EXCLUDING TREASURY UNITS, IF ANY) (AS CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH (2) BELOW); (2) SUBJECT TO SUCH MANNER OF CALCULATION AS MAY BE PRESCRIBED BY SINGAPORE EXCHANGE CONTD CONT CONTD SECURITIES TRADING LIMITED (THE "SGX-ST") FOR Non-Voting THE PURPOSE OF DETERMINING THE AGGREGATE NUMBER OF UNITS THAT MAY BE ISSUED UNDER SUBPARAGRAPH (1) ABOVE, THE TOTAL NUMBER OF ISSUED UNITS (EXCLUDING TREASURY UNITS, IF ANY) SHALL BE BASED ON THE NUMBER OF ISSUED UNITS (EXCLUDING TREASURY UNITS, IF ANY) AT THE TIME THIS RESOLUTION IS PASSED, AFTER ADJUSTING FOR: (A) ANY NEW UNITS ARISING FROM THE CONVERSION OR EXERCISE OF ANY INSTRUMENTS WHICH ARE OUTSTANDING AT THE TIME THIS RESOLUTION IS PASSED; AND (B) ANY SUBSEQUENT BONUS ISSUE, CONSOLIDATION OR SUBDIVISION OF UNITS; (3) IN EXERCISING THE AUTHORITY CONFERRED BY THIS RESOLUTION, THE MANAGER SHALL COMPLY WITH THE PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST FOR THE TIME BEING IN FORCE (UNLESS SUCH COMPLIANCE HAS BEEN WAIVED BY THE SGX-ST) AND THE TRUST DEED CONTD CONT CONTD CONSTITUTING AACI REIT (AS AMENDED) (THE "TRUST Non-Voting DEED") FOR THE TIME BEING IN FORCE (UNLESS OTHERWISE EXEMPTED OR WAIVED BY THE MONETARY AUTHORITY OF SINGAPORE); (4) UNLESS REVOKED OR VARIED BY THE UNITHOLDERS IN A GENERAL MEETING, THE AUTHORITY CONFERRED BY THIS RESOLUTION SHALL CONTINUE IN FORCE UNTIL (I) THE CONCLUSION OF THE NEXT AGM OF AACI REIT OR (II) THE DATE BY WHICH THE NEXT AGM OF AACI REIT IS REQUIRED TO BE HELD, WHICHEVER IS EARLIER; (5) WHERE THE TERMS OF THE ISSUE OF THE INSTRUMENTS PROVIDE FOR ADJUSTMENT TO THE NUMBER OF INSTRUMENTS OR UNITS INTO WHICH THE INSTRUMENTS MAY BE CONVERTED, IN THE EVENT OF RIGHTS, BONUS OR OTHER CAPITALISATION ISSUES OR ANY OTHER EVENTS, THE MANAGER MAY ISSUE ADDITIONAL INSTRUMENTS OR UNITS NOTWITHSTANDING THAT THE AUTHORITY CONFERRED BY THIS RESOLUTION MAY HAVE CEASED TO CONTD CONT CONTD BE IN FORCE AT THE TIME THE INSTRUMENTS OR UNITS Non-Voting ARE ISSUED; AND (6) THE MANAGER AND THE TRUSTEE, BE AND ARE HEREBY SEVERALLY AUTHORISED TO COMPLETE AND DO ALL SUCH ACTS AND THINGS (INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED) AS THE MANAGER OR, AS THE CASE MAY BE, THE TRUSTEE MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE INTEREST OF AACI REIT TO GIVE EFFECT TO THE AUTHORITY CONFERRED BY THIS RESOLUTION -------------------------------------------------------------------------------------------------------------------------- AIMS AMP CAPITAL INDUSTRIAL REIT Agenda Number: 705455308 -------------------------------------------------------------------------------------------------------------------------- Security: Y0029Z136 Meeting Type: EGM Ticker: Meeting Date: 30-Jul-2014 ISIN: SG2D63974620 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 THE PROPOSED ENTRY INTO THE MASTER PROPERTY MANAGEMENT Mgmt For For AGREEMENT -------------------------------------------------------------------------------------------------------------------------- AKELIUS RESIDENTIAL PROPERTY AB, DANDERYD Agenda Number: 705730718 -------------------------------------------------------------------------------------------------------------------------- Security: W0R931101 Meeting Type: EGM Ticker: Meeting Date: 18-Dec-2014 ISIN: SE0005936713 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER Non-Voting INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED CMMT AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST Non-Voting VOTE IF THE MEETING REQUIRE APPROVAL FROM MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION. 1 ELECTION OF CHAIRMAN OF THE MEETING Non-Voting 2 PREPARATION AND APPROVAL OF VOTING LIST Non-Voting 3 APPROVAL OF THE AGENDA Non-Voting 4 ELECTION OF ONE OR TWO PERSONS TO VERIFY THE MINUTES Non-Voting 5 DETERMINATION OF WHETHER THE MEETING HAS BEEN DULY Non-Voting CONVENED 6 RESOLUTION ON DIVIDEND TO ORDINARY SHAREHOLDERS Mgmt For For 7 RESOLUTION ON RIGHTS ISSUE WITH DEVIATION FROM THE Mgmt For For SHAREHOLDERS PREFERENTIAL RIGHTS 8 CLOSING OF THE MEETING Non-Voting -------------------------------------------------------------------------------------------------------------------------- BRITISH LAND CO PLC R.E.I.T., LONDON Agenda Number: 705376045 -------------------------------------------------------------------------------------------------------------------------- Security: G15540118 Meeting Type: AGM Ticker: Meeting Date: 18-Jul-2014 ISIN: GB0001367019 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS FOR THE YEAR Mgmt For For ENDED 31 MARCH 2014 2 TO APPROVE THE DIRECTORS ANNUAL REPORT ON REMUNERATION Mgmt For For 3 TO APPROVE THE COMPANY'S REMUNERATION POLICY Mgmt For For 4 TO ELECT TIM SCORE AS A DIRECTOR Mgmt For For 5 TO RE-ELECT AUBREY ADAMS AS A DIRECTOR Mgmt For For 6 TO RE-ELECT LUCINDA BELL AS A DIRECTOR Mgmt For For 7 TO RE-ELECT SIMON BORROWS AS A DIRECTOR Mgmt For For 8 TO RE-ELECT JOHN GILDERSLEEVE AS A DIRECTOR Mgmt For For 9 TO RE-ELECT CHRIS GRIGG AS A DIRECTOR Mgmt For For 10 TO RE-ELECT DIDO HARDING AS A DIRECTOR Mgmt For For 11 TO RE-ELECT WILLIAM JACKSON AS A DIRECTOR Mgmt For For 12 TO RE-ELECT CHARLES MAUDSLEY AS A DIRECTOR Mgmt For For 13 TO RE-ELECT TIM ROBERTS AS A DIRECTOR Mgmt For For 14 TO RE-ELECT LORD TURNBULL AS A DIRECTOR Mgmt For For 15 TO APPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITOR Mgmt For For OF THE COMPANY 16 TO AUTHORISE THE DIRECTORS TO AGREE THE AUDITORS Mgmt For For REMUNERATION 17 TO AUTHORISE THE COMPANY BY ORDINARY RESOLUTION TO Mgmt For For MAKE LIMITED POLITICAL DONATIONS AND POLITICAL EXPENDITURE OF NOT MORE THAN 20,000 POUNDS IN TOTAL 18 TO AUTHORISE THE DIRECTORS BY ORDINARY RESOLUTION TO Mgmt For For ALLOT SHARES UP TO A LIMITED AMOUNT 19 TO AUTHORISE THE DIRECTORS BY SPECIAL RESOLUTION TO Mgmt For For ALLOT SHARES AND SELL TREASURY SHARES WITHOUT MAKING A PRE-EMPTIVE OFFER TO SHAREHOLDERS 20 TO AUTHORISE THE COMPANY BY SPECIAL RESOLUTION TO Mgmt For For PURCHASE ITS OWN SHARES 21 TO AUTHORISE BY SPECIAL RESOLUTION THE CALLING OF Mgmt For For GENERAL MEETINGS NOT BEING AN ANNUAL GENERAL MEETING BY NOTICE OF NOT LESS THAN 14 CLEAR DAYS 22 TO AUTHORISE BY ORDINARY RESOLUTION THE RENEWAL OF THE Mgmt For For SAVINGS-RELATED SHARE OPTION SCHEME -------------------------------------------------------------------------------------------------------------------------- CHARTER HALL RETAIL REIT Agenda Number: 705574312 -------------------------------------------------------------------------------------------------------------------------- Security: Q2308D108 Meeting Type: AGM Ticker: Meeting Date: 17-Oct-2014 ISIN: AU000000CQR9 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 THAT JOHN HARKNESS, A DIRECTOR OF CHRML BE RE-ELECTED Mgmt For For AS A DIRECTOR OF CHRML -------------------------------------------------------------------------------------------------------------------------- CROMWELL PROPERTY GROUP Agenda Number: 705653687 -------------------------------------------------------------------------------------------------------------------------- Security: Q2995J103 Meeting Type: AGM Ticker: Meeting Date: 26-Nov-2014 ISIN: AU000000CMW8 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSAL 2 Non-Voting AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) YOU SHOULD NOT VOTE (OR VOTE "ABSTAIN") ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION. 2 ADOPTION OF REMUNERATION REPORT Mgmt For For 3 RE-ELECTION OF MR GEOFF LEVY AS A DIRECTOR Mgmt For For 4 ELECTION OF MS JANE TONGS AS A DIRECTOR Mgmt For For 5 ELECTION OF MR ANDREW KONIG AS A DIRECTOR Mgmt For For -------------------------------------------------------------------------------------------------------------------------- DEUTSCHE BANK MEXICO SA INSTITUCION DE BANCA MULTI Agenda Number: 705434140 -------------------------------------------------------------------------------------------------------------------------- Security: P4559M101 Meeting Type: SGM Ticker: Meeting Date: 09-Jul-2014 ISIN: MXCFFI170008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management I DESIGNATION, IF DEEMED APPROPRIATE, OF THE MEMBERS OF Mgmt For For THE TECHNICAL COMMITTEE OF THE TRUST AND OF THEIR RESPECTIVE ALTERNATES, IN ACCORDANCE WITH THE TERMS THAT ARE ESTABLISHED IN SECTION 5.2, LINE B, SUBPART I, OF THE TRUST II CLASSIFICATION AND, IF DEEMED APPROPRIATE, Mgmt For For CONFIRMATION OF THE INDEPENDENCE OF THE INDEPENDENT MEMBERS OF THE TECHNICAL COMMITTEE OF THE TRUST IN ACCORDANCE WITH THE TERMS THAT ARE ESTABLISHED IN SECTION 5.2 OF THE TRUST III DESIGNATION OF A DELEGATE OR DELEGATES WHO, IF DEEMED Mgmt For For APPROPRIATE, WILL FORMALIZE AND CARRY OUT THE RESOLUTIONS THAT ARE PASSED AT THE GENERAL MEETING -------------------------------------------------------------------------------------------------------------------------- DEUTSCHE BANK MEXICO SA INSTITUCION DE BANCA MULTI Agenda Number: 705501624 -------------------------------------------------------------------------------------------------------------------------- Security: P3515D155 Meeting Type: EGM Ticker: Meeting Date: 27-Aug-2014 ISIN: MXCFFI0U0002 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management I PROPOSAL, DISCUSSION AND, IF APPLICABLE, APPROVAL OF Mgmt For For CERTAIN AMENDMENTS TO THE TRUST AGREEMENT AND TO THE GLOBAL CERTIFICATE, IN THE FORMS PRESENTED TO THE EXTRAORDINARY MEETING, SO AS TO, AMONG OTHER THINGS, CONFORM THEM TO THE APPLICABLE LEGAL PROVISIONS, DERIVING FROM THE FINANCIAL REFORM BILL PUBLISHED IN THE OFFICIAL GAZETTE ON JANUARY 10, 2014 AND THE AMENDMENTS TO THE GENERAL PROVISIONS APPLICABLE TO SECURITIES ISSUERS AND OTHER SECURITIES MARKET PARTICIPANTS PUBLISHED ON JUNE 17, 2014 II PROPOSAL, DISCUSSION AND, IF APPLICABLE, APPROVAL TO Mgmt For For CARRY OUT AN UPDATE OF THE REGISTRY OF THE CERTIFICATES IN THE NATIONAL SECURITIES REGISTRY MAINTAINED BY THE NATIONAL BANKING AND SECURITIES COMMISSION, AND TO CARRY OUT THE CORRESPONDING REPLACEMENT OF THE GLOBAL CERTIFICATE HELD BY S.D.INDEVAL INSTITUCION PARA EL DEPOSITO DE VALORES, S.A. DE C.V. INDEVAL, DERIVING FROM THE AMENDMENTS AS APPROVED IN ACCORDANCE WITH THE PRECEDING ITEM I OF THIS AGENDA OF THE EXTRAORDINARY MEETING III PROPOSAL, DISCUSSION AND, IF APPLICABLE, APPROVAL TO Mgmt For For INSTRUCT THE COMMON REPRESENTATIVE AND OR THE TRUSTEE TO CARRY OUT ALL ACTS NECESSARY AND OR CONVENIENT TO GIVE EFFECT TO THE RESOLUTIONS ADOPTED WITH RESPECT TO THE FIRST AND SECOND ITEMS OF THE AGENDA OF THE EXTRAORDINARY MEETING OF HOLDERS, INCLUDING, WITHOUT LIMITATION, OBTAINING THE REQUIRED AUTHORIZATIONS FROM THE RELEVANT AUTHORITIES AND THE EXECUTION OF ALL OF THE DOCUMENTS CONSIDERED RELEVANT, AS WELL AS THE PROCESS OF UPDATING THE REGISTRY IN THE NATIONAL SECURITIES REGISTRY AND THE REPLACEMENT OF THE GLOBAL CERTIFICATE DEPOSITED WITH INDEVAL, DERIVING FROM THE AMENDMENTS AS APPROVED, AND ANY OTHER PROCESSES, PUBLICATIONS AND NOTICES RELATED TO THE FOREGOING IV APPOINTMENT OF A DELEGATE OR DELEGATES TO GIVE EFFECT Mgmt For For TO THE RESOLUTIONS THAT ARE ADOPTED IN THE EXTRAORDINARY HOLDERS MEETING -------------------------------------------------------------------------------------------------------------------------- DEUTSCHE BANK MEXICO SA INSTITUCION DE BANCA MULTI Agenda Number: 705505254 -------------------------------------------------------------------------------------------------------------------------- Security: P3515D155 Meeting Type: OGM Ticker: Meeting Date: 27-Aug-2014 ISIN: MXCFFI0U0002 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management I PROPOSAL, DISCUSSION AND, IF APPLICABLE, APPROVAL OF Mgmt No vote AN ADDITIONAL ISSUANCE OF UP TO 300,000,000 THREE HUNDRED MILLION CERTIFICATES THE ADDITIONAL CERTIFICATES IN ACCORDANCE WITH SECTION 3.2 OF THE TRUST AGREEMENT WHICH WILL BE HELD IN TREASURY UNTIL THEY ARE USED. I. AS CONSIDERATION FOR THE ACQUISITION OF OR INVESTMENT IN REAL ESTATE ASSETS AS SUCH TERM IS DEFINED IN THE TRUST AGREEMENT, AND OR. II. OFFERED IN MEXICO, THROUGH A PUBLIC OFFERING OR A PRIVATE OFFERING, IN ACCORDANCE WITH APPLICABLE LAW, AND OR. III. OFFERED OUTSIDE MEXICO, THROUGH A PUBLIC OR PRIVATE OFFERING PURSUANT TO RULE 144A AND REGULATIONS OF THE U.S. SECURITIES ACT OF 1933, AND DELEGATION OF AUTHORITY TO THE MANAGER TO DETERMINE THE USE AND PROCEEDS OF SAME II PROPOSAL, DISCUSSION AND, IF APPLICABLE, APPROVAL BY Mgmt No vote THE HOLDERS TO DELEGATE TO THE MANAGER THE AUTHORITY TO DETERMINE THE PRICE OF THE ADDITIONAL CERTIFICATES, AS PROVIDED IN SUB SECTION IX OF SECTION 3.5 OF THE TRUST AGREEMENT III PROPOSAL, DISCUSSION AND, IF APPLICABLE, APPROVAL TO Mgmt No vote CARRY OUT AN UPDATE OF THE REGISTRY OF THE CERTIFICATES IN THE NATIONAL SECURITIES REGISTRY MAINTAINED BY THE NATIONAL BANKING AND SECURITIES COMMISSION, AND TO CARRY OUT THE CORRESPONDING REPLACEMENT OF THE GLOBAL CERTIFICATE IN INDEVAL, DERIVED FROM THE CHANGE IN THE NUMBER OF OUTSTANDING CERTIFICATES AS A RESULT OF THE ISSUANCE OF THE ADDITIONAL CERTIFICATES IV PROPOSAL, DISCUSSION AND, IF APPLICABLE, APPROVAL TO Mgmt No vote INSTRUCT THE COMMON REPRESENTATIVE AND OR THE TRUSTEE TO CARRY OUT ALL ACTS NECESSARY AND OR CONVENIENT TO GIVE EFFECT TO THE RESOLUTIONS ADOPTED WITH RESPECT TO THE FIRST, SECOND AND THIRD ITEMS OF THE AGENDA OF THE ORDINARY MEETING, INCLUDING, WITHOUT LIMITATION, THE OBTAINING OF THE REQUIRED AUTHORIZATIONS FROM THE RELEVANT AUTHORITIES AND THE EXECUTION OF ALL OF THE DOCUMENTS CONSIDERED RELEVANT, AS WELL AS THE PROCESS OF UPDATING THE REGISTRY IN THE NATIONAL SECURITIES REGISTRY AND THE REPLACEMENT OF THE GLOBAL CERTIFICATE DEPOSITED WITH INDEVAL, DERIVING FROM THE CHANGE IN THE NUMBER OF OUTSTANDING CERTIFICATES AS A RESULT OF THE ISSUANCE OF THE ADDITIONAL CERTIFICATES, AND ANY OTHER PROCESSES, PUBLICATIONS AND NOTICES RELATED TO THE FOREGOING V PROPOSAL, DISCUSSION AND, IF APPLICABLE, APPROVAL OF Mgmt No vote THE BORROWING POLICIES OF THE TRUST PROPOSED BY THE MANAGER, IN THE FORM PRESENTED TO THE ORDINARY MEETING VI APPOINTMENT OF A DELEGATE OR DELEGATES TO FULFILL THE Mgmt No vote RESOLUTIONS ADOPTED IN THE ORDINARY HOLDERS MEETING CMMT 18 AUG 2014: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO MODIFICATION OF TEXT IN RESOLUTION 1. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- DEUTSCHE BANK MEXICO SA INSTITUCION DE BANCA MULTI Agenda Number: 705695495 -------------------------------------------------------------------------------------------------------------------------- Security: P4559M101 Meeting Type: SGM Ticker: Meeting Date: 19-Nov-2014 ISIN: MXCFFI170008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 CLASSIFICATION AND, IF DEEMED APPROPRIATE, Mgmt For For CONFIRMATION OF THE INDEPENDENCE OF THE ALTERNATE INDEPENDENT MEMBERS OF THE TECHNICAL COMMITTEE WHO WERE DESIGNATED BY THE ADMINISTRATOR, IN ACCORDANCE WITH THE TERMS THAT ARE ESTABLISHED IN SECTION 5.2 OF THE TRUST 2 PROPOSAL, DISCUSSION AND, IF DEEMED APPROPRIATE, Mgmt For For APPROVAL OF AN ADDITIONAL ISSUANCE OF UP TO 4,500,000 CERTIFICATES, FROM HERE ONWARDS REFERRED TO AS THE ADDITIONAL CERTIFICATES, IN ACCORDANCE WITH THAT WHICH IS ESTABLISHED IN SECTION 3.2 AND IN LINE VIII OF SECTION 3.5 OF THE TRUST AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE PRICE AND OTHER TERMS AND CONDITIONS OF THE ADDITIONAL ISSUANCE, WHICH WILL BE USED IN ORDER TO PAY THE CONSIDERATION FOR CERTAIN ACQUISITIONS THAT ARE DULY APPROVED BY THE TECHNICAL COMMITTEE 3 PROPOSAL, DISCUSSION AND, IF DEEMED APPROPRIATE, Mgmt For For AUTHORIZATION TO CARRY OUT AND UPDATE THE REGISTRATION OF THE CERTIFICATES IN THE NATIONAL SECURITIES REGISTRY BEFORE THE NATIONAL BANKING AND SECURITIES COMMISSION, AND TO CARRY OUT THE RESPECTIVE EXCHANGE OF THE INDEVAL SECURITY, DERIVING FROM THE CHANGE IN THE NUMBER OF CERTIFICATES IN CIRCULATION AS A RESULT OF THE ISSUANCE OF ADDITIONAL CERTIFICATES 4 PROPOSAL, DISCUSSION AND, IF DEEMED APPROPRIATE, Mgmt For For APPROVAL TO INSTRUCT THE JOINT REPRESENTATIVE AND OR THE TRUSTEE TO CARRY OUT THE ACTS THAT ARE NECESSARY AND OR CONVENIENT TO COMPLY WITH THE RESOLUTIONS THAT ARE PASSED UNDER ITEMS 2 AND 3 OF THE AGENDA FOR THE GENERAL MEETING, INCLUDING, BUT NOT LIMITED TO, OBTAINING AUTHORIZATIONS FROM THE APPROPRIATE AUTHORITIES AND THE SIGNING OF ALL THE DOCUMENTS THAT MAY BE PERTINENT, AS WELL AS THE STEPS OF UPDATING THE REGISTRATION WITH THE NATIONAL SECURITIES REGISTRY AND THE EXCHANGE OF THE SECURITY THAT IS DEPOSITED AT INDEVAL, DERIVING FROM THE CHANGE IN THE NUMBER OF CERTIFICATES IN CIRCULATION DUE TO THE ISSUANCE OF THE ADDITIONAL CERTIFICATES, AND OTHER MEASURES, PUBLICATIONS AND NOTICES RELATED TO THE FOREGOING 5 DESIGNATION OF A DELEGATE OR DELEGATES WHO, IF DEEMED Mgmt For For APPROPRIATE, WILL FORMALIZE AND CARRY OUT THE RESOLUTIONS THAT ARE PASSED AT THE GENERAL MEETING -------------------------------------------------------------------------------------------------------------------------- DEXUS PROPERTY GROUP Agenda Number: 705569652 -------------------------------------------------------------------------------------------------------------------------- Security: Q3190P100 Meeting Type: AGM Ticker: Meeting Date: 29-Oct-2014 ISIN: AU000000DXS1 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS Non-Voting 1 AND 3 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) YOU SHOULD NOT VOTE (OR VOTE "ABSTAIN") ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION. 1 ADOPTION OF REMUNERATION REPORT Mgmt For For 2.1 APPROVAL OF AN INDEPENDENT DIRECTOR - PENNY Mgmt For For BINGHAM-HALL 2.2 APPROVAL OF AN INDEPENDENT DIRECTOR - ELIZABETH Mgmt For For ALEXANDER AM 2.3 APPROVAL OF AN INDEPENDENT DIRECTOR - TONIANNE DWYER Mgmt For For 3 APPROVAL OF AN INCREASE IN THE REMUNERATION POOL FOR Mgmt For For NON-EXECUTIVE DIRECTORS 4 APPROVAL OF AMENDMENTS TO THE CONSTITUTIONS Mgmt For For -------------------------------------------------------------------------------------------------------------------------- EUROCOMMERCIAL PROPERTIES NV, AMSTERDAM Agenda Number: 705579742 -------------------------------------------------------------------------------------------------------------------------- Security: N31065142 Meeting Type: AGM Ticker: Meeting Date: 04-Nov-2014 ISIN: NL0000288876 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 OPENING Non-Voting 2 ANNUAL REPORT OF THE BOARD OF MANAGEMENT Non-Voting 3 FINANCIAL STATEMENTS Mgmt For For 4 DIVIDEND: EUR 0.194 PER ORDINARY SHARE Mgmt For For 5 DISCHARGE OF THE BOARD OF MANAGEMENT Mgmt For For 6 DISCHARGE OF THE BOARD OF SUPERVISORY DIRECTORS Mgmt For For 7 APPOINTMENT OF MRS B. CARRIERE AS SUPERVISORY DIRECTOR Mgmt For For 8 APPOINTMENT OF MR R. FOULKES AS SUPERVISORY DIRECTOR Mgmt For For 9 APPOINTMENT OF MR B.T. M. STEINS BISSCHOP AS Mgmt For For SUPERVISORY DIRECTOR 10 REMUNERATION OF THE BOARD OF SUPERVISORY DIRECTORS Mgmt For For 11 REMUNERATION OF THE BOARD OF MANAGEMENT Mgmt For For 12 RE-APPOINTMENT OF AUDITORS: ERNST & YOUNG ACCOUNTANTS Mgmt For For LLP 13 COMPOSITION OF THE BOARD OF STICHTING Non-Voting ADMINISTRATIEKANTOOR EUROCOMMERCIAL PROPERTIES 14 POWER TO ISSUE SHARES AND/OR OPTIONS THEREON Mgmt For For 15 POWER TO BUY BACK SHARES AND/OR DEPOSITARY RECEIPTS Mgmt For For 16 ANY OTHER BUSINESS Non-Voting 17 CLOSING Non-Voting CMMT 26 SEP 2014: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO MODIFICATION OF TEXT IN RESOLUTION 12. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- GREAT PORTLAND ESTATES PLC R.E.I.T., LONDON Agenda Number: 705346422 -------------------------------------------------------------------------------------------------------------------------- Security: G40712179 Meeting Type: AGM Ticker: Meeting Date: 03-Jul-2014 ISIN: GB00B01FLL16 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS Mgmt For For TOGETHER WITH THE DIRECTORS' AND AUDITORS' REPORTS FOR THE YEAR ENDED 31 MARCH 2014 2 TO AUTHORISE THE PAYMENT OF A FINAL DIVIDEND FOR THE Mgmt For For YEAR ENDED 31 MARCH 2014 3 TO APPROVE THE DIRECTORS' REMUNERATION REPORT Mgmt For For 4 TO APPROVE THE DIRECTORS' REMUNERATION POLICY Mgmt For For 5 TO RE-ELECT TOBY COURTAULD AS A DIRECTOR OF THE Mgmt For For COMPANY 6 TO RE-ELECT NICK SANDERSON AS A DIRECTOR OF THE Mgmt For For COMPANY 7 TO RE-ELECT NEIL THOMPSON AS A DIRECTOR OF THE COMPANY Mgmt For For 8 TO RE-ELECT MARTIN SCICLUNA AS A DIRECTOR OF THE Mgmt For For COMPANY 9 TO RE-ELECT JONATHAN NICHOLLS AS A DIRECTOR OF THE Mgmt For For COMPANY 10 TO RE-ELECT JONATHAN SHORT AS A DIRECTOR OF THE Mgmt For For COMPANY 11 TO RE-ELECT ELIZABETH HOLDEN AS A DIRECTOR OF THE Mgmt For For COMPANY 12 TO ELECT CHARLES PHILIPPS AS A DIRECTOR OF THE COMPANY Mgmt For For 13 TO RE-APPOINT DELOITTE LLP AS AUDITORS Mgmt For For 14 TO AUTHORISE THE DIRECTORS TO AGREE THE REMUNERATION Mgmt For For OF THE AUDITORS 15 TO RENEW THE DIRECTORS' AUTHORITY TO ALLOT SHARES Mgmt For For 16 TO APPROVE AN INCREASE IN THE MAXIMUM AGGREGATE FEES Mgmt For For PAYABLE TO NON-EXECUTIVE DIRECTORS 17 TO RENEW THE DIRECTORS' LIMITED AUTHORITY TO ALLOT Mgmt For For SHARES FOR CASH 18 TO RENEW THE AUTHORITY ENABLING THE COMPANY TO BUY ITS Mgmt For For OWN SHARES 19 TO AUTHORISE THE CALLING OF GENERAL MEETINGS (OTHER Mgmt For For THAN AN ANNUAL GENERAL MEETING) ON NOT LESS THAN 14 CLEAR DAYS' NOTICE -------------------------------------------------------------------------------------------------------------------------- GUANGZHOU R&F PROPERTIES COMPANY LTD, GUANGZHOU Agenda Number: 705490136 -------------------------------------------------------------------------------------------------------------------------- Security: Y2933F115 Meeting Type: EGM Ticker: Meeting Date: 16-Sep-2014 ISIN: CNE100000569 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0 801/LTN20140801425.pdf http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0 801/LTN20140801441.pdf 1.i THAT EACH OF THE FOLLOWING PROPOSED ITEMS IN RESPECT Mgmt For For OF THE PROPOSED ISSUE OF 2014 DOMESTIC CORPORATE BONDS IN THE PRC BE AND IS HEREBY INDIVIDUALLY APPROVED (SUBJECT TO THE APPROVAL OF THE CSRC AND THE CONDITIONS OF THE BONDS MARKET IN THE PRC): ISSUER: GUANGZHOU R&F PROPERTIES CO., LTD 1.ii THAT EACH OF THE FOLLOWING PROPOSED ITEMS IN RESPECT Mgmt For For OF THE PROPOSED ISSUE OF 2014 DOMESTIC CORPORATE BONDS IN THE PRC BE AND IS HEREBY INDIVIDUALLY APPROVED (SUBJECT TO THE APPROVAL OF THE CSRC AND THE CONDITIONS OF THE BONDS MARKET IN THE PRC): PLACE OF ISSUE: THE PRC 1.iii THAT EACH OF THE FOLLOWING PROPOSED ITEMS IN RESPECT Mgmt For For OF THE PROPOSED ISSUE OF 2014 DOMESTIC CORPORATE BONDS IN THE PRC BE AND IS HEREBY INDIVIDUALLY APPROVED (SUBJECT TO THE APPROVAL OF THE CSRC AND THE CONDITIONS OF THE BONDS MARKET IN THE PRC): SIZE OF ISSUE :THE AGGREGATE PRINCIPAL AMOUNT SHALL NOT BE MORE THAN RMB6.5 BILLION 1.iv THAT EACH OF THE FOLLOWING PROPOSED ITEMS IN RESPECT Mgmt For For OF THE PROPOSED ISSUE OF 2014 DOMESTIC CORPORATE BONDS IN THE PRC BE AND IS HEREBY INDIVIDUALLY APPROVED (SUBJECT TO THE APPROVAL OF THE CSRC AND THE CONDITIONS OF THE BONDS MARKET IN THE PRC): ARRANGEMENT FOR SHAREHOLDERS: THE DOMESTIC CORPORATE BONDS WILL NOT BE PLACED TO EXISTING SHAREHOLDERS ON A PREFERENTIAL BASIS 1.v THAT EACH OF THE FOLLOWING PROPOSED ITEMS IN RESPECT Mgmt For For OF THE PROPOSED ISSUE OF 2014 DOMESTIC CORPORATE BONDS IN THE PRC BE AND IS HEREBY INDIVIDUALLY APPROVED (SUBJECT TO THE APPROVAL OF THE CSRC AND THE CONDITIONS OF THE BONDS MARKET IN THE PRC): MATURITY :5 TO 10 YEARS 1.vi THAT EACH OF THE FOLLOWING PROPOSED ITEMS IN RESPECT Mgmt For For OF THE PROPOSED ISSUE OF 2014 DOMESTIC CORPORATE BONDS IN THE PRC BE AND IS HEREBY INDIVIDUALLY APPROVED (SUBJECT TO THE APPROVAL OF THE CSRC AND THE CONDITIONS OF THE BONDS MARKET IN THE PRC): USE OF PROCEEDS:TO REPAY PART OF THE EXISTING BANK LOANS AND TO SUPPLEMENT THE WORKING CAPITAL OF THE COMPANY 1.vii THAT EACH OF THE FOLLOWING PROPOSED ITEMS IN RESPECT Mgmt For For OF THE PROPOSED ISSUE OF 2014 DOMESTIC CORPORATE BONDS IN THE PRC BE AND IS HEREBY INDIVIDUALLY APPROVED (SUBJECT TO THE APPROVAL OF THE CSRC AND THE CONDITIONS OF THE BONDS MARKET IN THE PRC): LISTING: SUBJECT TO THE SATISFACTION OF THE RELEVANT REQUIREMENTS FOR LISTING, AN APPLICATION FOR LISTING OF THE DOMESTIC CORPORATE BONDS ON A DOMESTIC STOCK EXCHANGE AS APPROVED BY THE RELEVANT PRC REGULATORY AUTHORITIES WILL BE MADE 1viii THAT EACH OF THE FOLLOWING PROPOSED ITEMS IN RESPECT Mgmt For For OF THE PROPOSED ISSUE OF 2014 DOMESTIC CORPORATE BONDS IN THE PRC BE AND IS HEREBY INDIVIDUALLY APPROVED (SUBJECT TO THE APPROVAL OF THE CSRC AND THE CONDITIONS OF THE BONDS MARKET IN THE PRC): VALIDITY PERIOD FOR THE ISSUE: THE VALIDITY PERIOD FOR THE ISSUE OF THE 2014 DOMESTIC CORPORATE BONDS SHALL BE 24 MONTHS FROM THE DATE OF APPROVAL BY CSRC, SUBJECT TO THE SPECIAL RESOLUTION AT THE EGM APPROVING THE ISSUE HAVING BEEN PASSED BY THE SHAREHOLDERS 2 THAT THE BOARD OF DIRECTORS OF THE COMPANY BE AND IS Mgmt For For HEREBY AUTHORIZED TO DEAL WITH ALL MATTERS IN CONNECTION WITH THE ISSUE OF THE 2014 DOMESTIC CORPORATE BONDS IN THE PRC, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: (I) IMPLEMENT SPECIFIC PLAN FOR THE ISSUE OF THE DOMESTIC CORPORATE BONDS ACCORDING TO MARKET CONDITIONS, INCLUDING BUT NOT LIMITED TO THE TIMING OF ISSUE, ISSUE SIZE, ISSUE PRICE, MATURITY, WHETHER TO ISSUE IN TRANCHES AND THEIR RESPECTIVE SIZE AND MATURITY, INTEREST RATE AND METHOD OF DETERMINATION, CONDITIONS FOR REDEMPTION OR REPURCHASE, GUARANTEES, PLACE OF ISSUE AND LISTING, OTHER TERMS OF THE BONDS AND ALL OTHER MATTERS RELATING TO THE ISSUE OF THE DOMESTIC CORPORATE BONDS; (II) DETERMINE THE FINAL USE OF THE PROCEEDS IN ACCORDANCE WITH THE NEEDS OF THE COMPANY; (III) DECIDE AND APPOINT CONTD CONT CONTD INTERMEDIARIES AND A TRUSTEE FOR THE PROPOSED Non-Voting ISSUE OF THE DOMESTIC CORPORATE BONDS; (IV) APPLY TO THE RELEVANT PRC REGULATORY AUTHORITIES TO ISSUE THE DOMESTIC CORPORATE BONDS AND MAKE APPROPRIATE ADJUSTMENTS TO THE PLAN FOR THE ISSUE AND TERMS OF THE DOMESTIC CORPORATE BONDS IN ACCORDANCE WITH THE FEEDBACK (IF ANY) FROM THE RELEVANT PRC REGULATORY AUTHORITIES; (V) DEAL WITH ANY MATTERS RELATING TO THE ISSUE AND LISTING OF THE DOMESTIC CORPORATE BONDS PURSUANT TO THE RELEVANT RULES OF THE RELEVANT DOMESTIC STOCK EXCHANGE(S); (VI) APPROVE AND EXECUTE RELEVANT LEGAL DOCUMENTS RELATING TO THE ISSUE AND LISTING OF THE DOMESTIC CORPORATE BONDS AND MAKE APPROPRIATE DISCLOSURE; AND (VII) TAKE ALL NECESSARY ACTIONS TO DETERMINE AND MAKE ARRANGEMENTS FOR ALL MATTERS RELATING TO THE PROPOSED ISSUE AND LISTING OF THE CONTD CONT CONTD DOMESTIC CORPORATE BONDS, INCLUDING EXERCISING Non-Voting DISCRETION TO DELAY OR TEMPORARILY SUSPEND THE ISSUE OF THE DOMESTIC CORPORATE BONDS SHOULD SUCH EVENT OF FORCE MAJEURE OR OTHER SITUATIONS MAKE THE ISSUE OF THE DOMESTIC CORPORATE BONDS DIFFICULT OR WOULD NOT BE BENEFICIAL TO THE COMPANY EVEN IF IT COULD BE ISSUED 3 THAT THE FOLLOWING MEASURES TO BE IMPLEMENTED BY THE Mgmt For For COMPANY IN THE EVENT OF AN EXPECTED INABILITY TO REPAY THE 2014 DOMESTIC CORPORATE BONDS BE AND ARE HEREBY APPROVED: (I) NO DIVIDENDS WILL BE DISTRIBUTED TO SHAREHOLDERS; (II) SUSPEND CAPITAL EXPENDITURE, SUCH AS MAJOR EXTERNAL INVESTMENTS, ACQUISITIONS AND MERGERS; (III) SALARY AND BONUS OF DIRECTORS AND SENIOR MANAGEMENT OF THE COMPANY WILL BE REDUCED OR SUSPENDED; AND (IV) NO KEY OFFICERS WILL BE ALLOWED TO LEAVE OFFICE 4 TO CONSIDER AND ELECT MR. ZHAO XIANGLIN AS A Mgmt For For SUPERVISOR OF THE COMPANY REPRESENTING SHAREHOLDERS 5 TO CONSIDER AND ELECT MR. ZHENG ERCHENG AS AN Mgmt For For INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY -------------------------------------------------------------------------------------------------------------------------- GUANGZHOU R&F PROPERTIES COMPANY LTD, GUANGZHOU Agenda Number: 705576710 -------------------------------------------------------------------------------------------------------------------------- Security: Y2933F115 Meeting Type: EGM Ticker: Meeting Date: 23-Oct-2014 ISIN: CNE100000569 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0 922/LTN20140922218.pdf AND http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0 922/LTN20140922228.pdf 1.i THAT EACH OF THE FOLLOWING ITEMS IN RESPECT OF THE Mgmt For For PROPOSED ISSUE OF THE DOMESTIC MEDIUM TERM NOTES BE AND IS HEREBY INDIVIDUALLY APPROVED: ISSUER: GUANGZHOU R&F PROPERTIES CO., LTD. 1.ii THAT EACH OF THE FOLLOWING ITEMS IN RESPECT OF THE Mgmt For For PROPOSED ISSUE OF THE DOMESTIC MEDIUM TERM NOTES BE AND IS HEREBY INDIVIDUALLY APPROVED: PLACE OF ISSUE: THE PRC 1.iii THAT EACH OF THE FOLLOWING ITEMS IN RESPECT OF THE Mgmt For For PROPOSED ISSUE OF THE DOMESTIC MEDIUM TERM NOTES BE AND IS HEREBY INDIVIDUALLY APPROVED: SIZE OF ISSUE: NOT EXCEEDING RMB7.0 BILLION 1.iv THAT EACH OF THE FOLLOWING ITEMS IN RESPECT OF THE Mgmt For For PROPOSED ISSUE OF THE DOMESTIC MEDIUM TERM NOTES BE AND IS HEREBY INDIVIDUALLY APPROVED: MATURITY: 3 TO 10 YEARS 1.v THAT EACH OF THE FOLLOWING ITEMS IN RESPECT OF THE Mgmt For For PROPOSED ISSUE OF THE DOMESTIC MEDIUM TERM NOTES BE AND IS HEREBY INDIVIDUALLY APPROVED: USE OF PROCEEDS: TO BE USED FOR ORDINARY COMMODITY HOUSING PROJECTS WHICH ARE SUPPORTED BY THE POLICY OF THE STATE, TO REPLENISH WORKING CAPITAL AND TO REPAY THE BANK LOANS FOR WELFARE HOUSING PROJECTS AND ORDINARY COMMODITY HOUSING PROJECT 1.vi THAT EACH OF THE FOLLOWING ITEMS IN RESPECT OF THE Mgmt For For PROPOSED ISSUE OF THE DOMESTIC MEDIUM TERM NOTES BE AND IS HEREBY INDIVIDUALLY APPROVED: METHOD OF ISSUE: TO BE UNDERWRITTEN BY FINANCIAL INSTITUTION(S) WHICH IS (ARE) ENGAGED BY THE ISSUER AND REGISTERED WITH THE PEOPLE'S BANK OF CHINA 1.vii THAT EACH OF THE FOLLOWING ITEMS IN RESPECT OF THE Mgmt For For PROPOSED ISSUE OF THE DOMESTIC MEDIUM TERM NOTES BE AND IS HEREBY INDIVIDUALLY APPROVED: TARGET INVESTORS: INVESTORS OF THE INTER-BANK BOND MARKET IN THE PRC (SAVE FOR INVESTORS WHO ARE PROHIBITED BY THE LAWS AND REGULATIONS) 2 THAT THE BOARD BE AND IS HEREBY AUTHORIZED TO DEAL Mgmt For For WITH ALL MATTERS RELATING TO THE ISSUE OF THE DOMESTIC MEDIUM TERM NOTES, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: (I) IMPLEMENT A SPECIFIC PLAN FOR THE ISSUE OF THE DOMESTIC MEDIUM TERM NOTES ACCORDING TO MARKET CONDITIONS, INCLUDING BUT NOT LIMITED TO THE TIMING OF ISSUE, ISSUE SIZE, ISSUE PRICE, MATURITY, WHETHER TO ISSUE THE DOMESTIC MEDIUM TERM NOTES IN TRANCHES AND THEIR RESPECTIVE SIZE AND MATURITY, INTEREST RATE AND METHOD OF DETERMINATION, CONDITIONS FOR REDEMPTION OR REPURCHASE, RATING ARRANGEMENT, GUARANTEES, THE TERMS FOR THE ISSUE AND TRADING OF THE DOMESTIC MEDIUM TERM NOTES, OTHER TERMS OF THE DOMESTIC MEDIUM TERM NOTES, AND ALL OTHER MATTERS RELATING TO THE ISSUE OF THE DOMESTIC MEDIUM TERM NOTES; (II) DETERMINE THE FINAL USE OF THE PROCEEDS IN CONTD CONT CONTD ACCORDANCE WITH THE NEEDS OF THE COMPANY; (III) Non-Voting DECIDE AND APPOINT INTERMEDIARIES FOR THE PROPOSED ISSUE OF THE DOMESTIC MEDIUM TERM NOTES; (IV) APPLY TO THE RELEVANT PRC REGULATORY AUTHORITIES FOR THE ISSUE OF THE DOMESTIC MEDIUM TERM NOTES AND MAKE APPROPRIATE ADJUSTMENTS TO THE PLAN FOR THE ISSUE AND TERMS OF THE DOMESTIC MEDIUM TERM NOTES IN ACCORDANCE WITH THE FEEDBACK (IF ANY) FROM THE RELEVANT PRC REGULATORY AUTHORITIES; (V) DEAL WITH ANY MATTERS RELATING TO THE ISSUE OF THE DOMESTIC MEDIUM TERM NOTES, MAKE APPLICATION FOR THE NECESSARY APPROVAL AND REGISTRATION WITH THE COMPETENT AUTHORITY, TO EXECUTE NECESSARY LEGAL DOCUMENTS IN RESPECT OF THE ISSUE OF THE DOMESTIC MEDIUM TERM NOTES AND TO DEAL WITH MATTERS RELATING TO THE REGISTRATION AND LISTING OF THE DOMESTIC MEDIUM TERM NOTES FOR THE COMPANY AND TO CONTD CONT CONTD MAKE APPROPRIATE DISCLOSURE; (VI) APPROVE, Non-Voting CONFIRM AND RATIFY THE ACTIONS AND STEPS TAKEN BY THE BOARD WITH RESPECT TO THE ISSUE OF THE DOMESTIC MEDIUM TERM NOTES; AND (VII) TAKE ALL NECESSARY ACTIONS TO DETERMINE AND MAKE ARRANGEMENTS FOR ALL MATTERS RELATING TO THE PROPOSED ISSUE AND LISTING OF THE DOMESTIC MEDIUM TERM NOTES, INCLUDING EXERCISING THE DISCRETION TO DELAY OR TEMPORARILY SUSPEND THE ISSUE OF THE DOMESTIC MEDIUM TERM NOTES, SHOULD SUCH EVENT OF FORCE MAJEURE OR OTHER SITUATIONS MAKE THE ISSUE OF THE DOMESTIC MEDIUM TERM NOTES DIFFICULT OR WOULD NOT BE BENEFICIAL TO THE COMPANY EVEN IF IT COULD BE ISSUED. THE AUTHORITY GRANTED TO THE BOARD TO DEAL WITH THE ABOVE MATTERS WILL TAKE EFFECT FROM THE DATE OF THE PASSING OF THE RESOLUTION WITH REGARD TO THE ISSUE OF THE DOMESTIC MEDIUM TERM NOTES AT THE 2ND CONTD CONT CONTD EGM UNTIL ALL THE AUTHORIZED MATTERS IN RELATION Non-Voting TO THE ISSUE OF THE DOMESTIC MEDIUM TERM NOTES HAVE BEEN COMPLETED 3 THAT THE COMPANY IS APPROVED TO EXTEND GUARANTEE UP TO Mgmt For For AN AMOUNT OF RMB40 BILLION IN AGGREGATE ON BEHALF OF THE COMPANY'S SUBSIDIARIES WHEN ANY OF THE FOLLOWING CIRCUMSTANCES EXIST: (I) TOTAL EXTERNAL GUARANTEES (INCLUDING GUARANTEES TO SUBSIDIARIES) OF THE COMPANY AND ITS SUBSIDIARIES EXCEED 50% OF THE LATEST AUDITED NET ASSETS VALUE; (II) TOTAL EXTERNAL GUARANTEES (INCLUDING GUARANTEES TO SUBSIDIARIES) OF THE COMPANY EXCEED 30% OF THE LATEST AUDITED TOTAL ASSETS VALUE; (III) THE DEBT TO ASSET RATIO OF THE SUBSIDIARY FOR WHICH GUARANTEE IS TO BE PROVIDED IS OVER 70%; OR (IV) THE GUARANTEE TO BE PROVIDED TO A SUBSIDIARY EXCEED 10% OF THE COMPANY'S LATEST AUDITED NET ASSETS VALUE. GUARANTEES EXTENDED WILL HAVE TO BE CONFIRMED AT THE NEXT ANNUAL SHAREHOLDERS MEETING 4 THAT THE AMENDMENTS TO PARAGRAPH 2 OF ARTICLE 13 OF Mgmt For For THE ARTICLES OF ASSOCIATION BE APPROVED 5 THAT APPROVAL IS HEREBY GRANTED TO THE SHAREHOLDERS OF Mgmt For For THE DOMESTIC SHARES OF THE COMPANY TO TRANSFER THEIR DOMESTIC SHARES -------------------------------------------------------------------------------------------------------------------------- HUI XIAN REAL ESTATE INVESTMENT TRUST, HONG KONG Agenda Number: 705696409 -------------------------------------------------------------------------------------------------------------------------- Security: Y37494104 Meeting Type: EGM Ticker: Meeting Date: 28-Nov-2014 ISIN: HK0000078516 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF Non-Voting "ABSTAIN" WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE. CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2014/1 110/LTN20141110183.pdf AND http://www.hkexnews.hk/listedco/listconews/SEHK/2014/1 110/LTN20141110181.pdf 1 TO APPROVE THE TRANSACTIONS AND THE ANNUAL CAPS Mgmt For For REVISION AND AUTHORISE THE REIT MANAGER, THE TRUSTEE AND ANY DIRECTOR TO DO OR PROCURE TO BE DONE ALL SUCH ACTS AND THINGS AS THE REIT MANAGER, THE TRUSTEE OR SUCH DIRECTOR MAY CONSIDER DESIRABLE, EXPEDIENT, NECESSARY OR IN THE INTEREST OF HUI XIAN REIT TO IMPLEMENT OR GIVE EFFECT TO THE MATTERS REFERRED TO ABOVE (CAPITALISED TERMS USED ABOVE ARE AS DEFINED IN THE CIRCULAR OF HUI XIAN REIT DATED 10 NOVEMBER 2014 DESPATCHED TO THE UNITHOLDERS (THE "CIRCULAR")) 2 TO APPROVE THE ELECTION BY THE REIT MANAGER TO RECEIVE Mgmt For For THE MANAGER'S ACQUISITION FEE IN THE FORM OF NEW UNITS TO BE ISSUED TO IT IN ACCORDANCE WITH THE TRUST DEED AND AUTHORISE THE REIT MANAGER, THE TRUSTEE AND ANY DIRECTOR TO DO OR PROCURE TO BE DONE ALL SUCH ACTS AND THINGS AS THE REIT MANAGER, THE TRUSTEE OR SUCH DIRECTOR MAY CONSIDER DESIRABLE, EXPEDIENT, NECESSARY OR IN THE INTEREST OF HUI XIAN REIT TO IMPLEMENT OR GIVE EFFECT TO THE MATTERS REFERRED TO ABOVE (CAPITALISED TERMS USED ABOVE ARE AS DEFINED IN THE CIRCULAR) -------------------------------------------------------------------------------------------------------------------------- INVINCIBLE INVESTMENT CORPORATION Agenda Number: 705700385 -------------------------------------------------------------------------------------------------------------------------- Security: J2442V103 Meeting Type: EGM Ticker: Meeting Date: 28-Nov-2014 ISIN: JP3046190009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Amend Articles to: Approve Minor Revisions Related to Mgmt For For Change of Laws and Regulations, Update the Structure of Fee to be received by Asset Management Firm, Approve Minor Revisions 2 Appoint an Executive Director Mgmt For For 3 Appoint a Substitute Executive Director Mgmt For For 4.1 Appoint a Supervisory Director Mgmt For For 4.2 Appoint a Supervisory Director Mgmt For For -------------------------------------------------------------------------------------------------------------------------- JAPAN LOGISTICS FUND,INC. Agenda Number: 705589894 -------------------------------------------------------------------------------------------------------------------------- Security: J2785A104 Meeting Type: EGM Ticker: Meeting Date: 17-Oct-2014 ISIN: JP3046230003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Amend Articles to: Approve Minor Revisions Related to Mgmt For For Change of Laws and Regulations, Allow the Company to Purchase Own Units, Expand Investment Lines, Approve Minor Revisions 2 Appoint an Executive Director Mgmt For For 3 Appoint a Substitute Executive Director Mgmt For For 4.1 Appoint a Supervisory Director Mgmt For For 4.2 Appoint a Supervisory Director Mgmt For For 4.3 Appoint a Supervisory Director Mgmt For For -------------------------------------------------------------------------------------------------------------------------- KEPPEL REIT, SINGAPORE Agenda Number: 705663816 -------------------------------------------------------------------------------------------------------------------------- Security: Y4740G104 Meeting Type: EGM Ticker: Meeting Date: 24-Nov-2014 ISIN: SG1T22929874 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 THE PROPOSED ACQUISITION OF A ONE-THIRD INTEREST IN Mgmt For For MARINA BAY FINANCIAL CENTRE TOWER 3 2 THE PROPOSED ISSUANCE OF THE CONSIDERATION UNITS Mgmt For For 3 THE PROPOSED WHITEWASH RESOLUTION Mgmt For For -------------------------------------------------------------------------------------------------------------------------- KIWI INCOME PROPERTY TRUST Agenda Number: 705460246 -------------------------------------------------------------------------------------------------------------------------- Security: Q53422103 Meeting Type: AGM Ticker: Meeting Date: 30-Jul-2014 ISIN: NZKIPE0001S5 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN Non-Voting FAVOR' OR 'AGAINST' FOR RESOLUTION "1", ABSTAIN IS NOT A VOTING OPTION ON THIS MEETING 1 THAT CORPORATE TRUST LIMITED, IN ITS CAPACITY AS SOLE Mgmt For For SHAREHOLDER OF THE MANAGER OF THE TRUST, BE DIRECTED TO RE-APPOINT RICHARD DIDSBURY AS A DIRECTOR OF THE MANAGER OF THE TRUST -------------------------------------------------------------------------------------------------------------------------- KIWI INCOME PROPERTY TRUST, AUCKLAND Agenda Number: 705699431 -------------------------------------------------------------------------------------------------------------------------- Security: Q53422103 Meeting Type: SGM Ticker: Meeting Date: 15-Dec-2014 ISIN: NZKIPE0001S5 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 THAT THE MANAGER AND THE TRUSTEE ARE AUTHORISED: (A) Mgmt For For TO DO EVERYTHING NECESSARY OR DESIRABLE TO ENTER INTO AND GIVE EFFECT TO THE TRANSACTIONS RECORDED IN PARAGRAPH 2.1 OF THE EXPLANATORY INFORMATION ("CORPORATISATION") ON SUCH TERMS (NOT BEING INCONSISTENT IN ANY MATERIAL RESPECT WITH THOSE DESCRIBED IN PARAGRAPH 2.1) AS THE TRUSTEE OR THE MANAGER CONSIDERS APPROPRIATE; AND (B) TO MAKE THE AMENDMENTS TO THE TRUST DEED SHOWN IN PARAGRAPH 2.6 OF THE EXPLANATORY INFORMATION, AND THAT CORPORATISATION IS APPROVED FOR ALL RELEVANT PURPOSES OF THE NZX MAIN BOARD LISTING RULES, INCLUDING LISTING RULES 9.1.1 AND 7.6.5. THE TRUSTEE IS DIRECTED PURSUANT TO SECTION 18 OF THE UNIT TRUSTS ACT 1960 TO DO EVERYTHING REFERRED TO IN THE PRECEDING SENTENCE, INCLUDING WITHOUT LIMITATION TO ENTER INTO, AND PERFORM ITS OBLIGATIONS UNDER, THE CONTD CONT CONTD DOCUMENTS TO WHICH IT IS TO BE PARTY DESCRIBED Non-Voting IN THE EXPLANATORY INFORMATION, AND ALL OTHER DOCUMENTS NECESSARY OR DESIRABLE TO GIVE EFFECT TO CORPORATISATION 2 TRANSFER OF SHARE IN THE MANAGER AND TERMINATION OF Mgmt For For SHAREHOLDING DEED CMMT 21 NOV 2014: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO CHANGE IN THE 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. -------------------------------------------------------------------------------------------------------------------------- LAND SECURITIES GROUP PLC R.E.I.T, LONDON Agenda Number: 705408501 -------------------------------------------------------------------------------------------------------------------------- Security: G5375M118 Meeting Type: AGM Ticker: Meeting Date: 18-Jul-2014 ISIN: GB0031809436 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE THE ACCOUNTS OF THE COMPANY FOR THE YEAR Mgmt For For ENDED 31 MARCH 2014 AND THE DIRECTORS AND AUDITORS REPORTS ON SUCH ACCOUNTS 2 TO DECLARE A FINAL DIVIDEND OF 7.9 PENCE PER ORDINARY Mgmt For For SHARE 3 TO APPROVE THE DIRECTORS REMUNERATION REPORT POLICY Mgmt For For REPORT FOR THE YEAR ENDED 31 MARCH 2014 4 TO APPROVE THE DIRECTORS REMUNERATION REPORT ANNUAL Mgmt For For REPORT ON REMUNERATION FOR THE YEAR ENDED 31 MARCH 2014 5 TO RE-ELECT DAME ALISON CARNWATH AS A DIRECTOR Mgmt For For 6 TO RE-ELECT ROBERT NOEL AS A DIRECTOR Mgmt For For 7 TO RE-ELECT MARTIN GREENSLADE AS A DIRECTOR Mgmt For For 8 TO RE-ELECT KEVIN O BYRNE AS A DIRECTOR Mgmt For For 9 TO RE-ELECT SIMON PALLEY AS A DIRECTOR Mgmt For For 10 TO RE-ELECT CHRISTOPHER BARTRAM AS A DIRECTOR Mgmt For For 11 TO RE-ELECT STACEY RAUCH AS A DIRECTOR Mgmt For For 12 TO ELECT CRESSIDA HOGG CBE AS A DIRECTOR Mgmt For For 13 TO ELECT EDWARD BONHAM CARTER AS A DIRECTOR Mgmt For For 14 TO RE-APPOINT ERNST AND YOUNG LLP AS AUDITORS Mgmt For For 15 TO AUTHORISE THE DIRECTORS TO DETERMINE THE Mgmt For For REMUNERATION OF THE AUDITORS 16 TO AUTHORISE THE COMPANY TO MAKE POLITICAL DONATIONS Mgmt For For 17 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For 18 TO AUTHORISE THE LIMITED DISAPPLICATION OF PRE-EMPTION Mgmt For For RIGHTS 19 TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN SHARES Mgmt For For -------------------------------------------------------------------------------------------------------------------------- LONDONMETRIC PROPERTY LIMITED Agenda Number: 705416293 -------------------------------------------------------------------------------------------------------------------------- Security: G5689W109 Meeting Type: AGM Ticker: Meeting Date: 17-Jul-2014 ISIN: GB00B4WFW713 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO CONSIDER AND RECEIVE THE ANNUAL REPORT AND AUDITED Mgmt For For FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2014 2 TO APPROVE THE REMUNERATION COMMITTEE REPORT (OTHER Mgmt For For THAN THE PART CONTAINING THE REMUNERATION POLICY) IN THE FORM SET OUT IN THE ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2014 3 TO APPROVE THE REMUNERATION POLICY IN THE FORM SET OUT Mgmt For For IN THE REMUNERATION COMMITTEE REPORT IN THE ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2014 4 TO APPROVE THE FINAL DIVIDEND FOR THE YEAR TO 31 MARCH Mgmt For For 2014 OF 3.5P PER SHARE 5 TO REAPPOINT DELOITTE LLP AS AUDITORS OF THE COMPANY, Mgmt For For TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY 6 TO AUTHORISE THE BOARD TO DETERMINE THE REMUNERATION Mgmt For For OF THE AUDITORS 7 TO CONSIDER THE RE-ELECTION OF PATRICK VAUGHAN AS A Mgmt For For DIRECTOR 8 TO CONSIDER THE RE-ELECTION OF ANDREW JONES AS A Mgmt For For DIRECTOR 9 TO CONSIDER THE RE-ELECTION OF MARTIN MCGANN AS A Mgmt For For DIRECTOR 10 TO CONSIDER THE RE-ELECTION OF CHARLES CAYZER AS A Mgmt For For DIRECTOR 11 TO CONSIDER THE RE-ELECTION OF JAMES DEAN AS A Mgmt For For DIRECTOR 12 TO CONSIDER THE RE-ELECTION OF ALEC PELMORE AS A Mgmt For For DIRECTOR 13 TO CONSIDER THE RE-ELECTION OF HUMPHREY PRICE AS A Mgmt For For DIRECTOR 14 TO CONSIDER THE RE-ELECTION OF ANDREW VARLEY AS A Mgmt For For DIRECTOR 15 TO CONSIDER THE RE-ELECTION OF PHILIP WATSON AS A Mgmt For For DIRECTOR 16 TO CONSIDER THE RE-ELECTION OF ROSALYN WILTON AS A Mgmt For For DIRECTOR 17 TO CONSIDER THE RE-ELECTION OF VALENTINE BERESFORD AS Mgmt For For A DIRECTOR 18 TO CONSIDER THE RE-ELECTION OF MARK STIRLING AS A Mgmt For For DIRECTOR 19 TO APPROVE THE INCREASE IN FEES PAYABLE TO DIRECTORS Mgmt For For PURSUANT TO ARTICLE 88 OF THE COMPANY'S ARTICLES OF ASSOCIATION TO GBP 1 MILLION PER ANNUM 20 TO AUTHORISE THE DIRECTORS, IN ACCORDANCE WITH SECTION Mgmt For For 551 OF THE COMPANIES ACT 2006, TO ALLOT SHARES IN THE COMPANY 21 TO EMPOWER THE DIRECTORS, IN ACCORDANCE WITH SECTIONS Mgmt For For 570 AND 573 OF THE COMPANIES ACT 2006, TO ALLOT EQUITY SECURITIES AS IF SECTION 561 (1) OF THE COMPANIES ACT 2006 DID NOT APPLY TO ANY SUCH ALLOTMENT 22 TO AUTHORISE THE COMPANY, IN ACCORDANCE WITH SECTION Mgmt For For 701 OF THE COMPANIES ACT 2006, TO MAKE MARKET PURCHASES OF ORDINARY SHARES IN THE COMPANY ON SUCH TERMS AND IN SUCH MANNER AS THE DIRECTORS MAY FROM TIME TO TIME DETERMINE 23 TO AUTHORISE THE COMPANY TO CALL ANY GENERAL MEETING Mgmt For For (OTHER THAN AN ANNUAL GENERAL MEETING) OF THE COMPANY ON NOTICE OF AT LEAST 14 CLEAR DAYS 24 TO AUTHORISE THE COMPANY, PURSUANT TO LISTING RULE Mgmt For For 5.4A.4 TO TRANSFER ITS CATEGORY OF LISTING FROM A PREMIUM LISTING (INVESTMENT COMPANY) TO A PREMIUM LISTING (COMMERCIAL COMPANY) AND REMOVE ITS CURRENT INVESTMENT POLICY AND REPLACE IT WITH THE BUSINESS STRATEGY -------------------------------------------------------------------------------------------------------------------------- MAPLETREE COMMERCIAL TRUST, SINGAPORE Agenda Number: 705432502 -------------------------------------------------------------------------------------------------------------------------- Security: Y5759T101 Meeting Type: AGM Ticker: Meeting Date: 18-Jul-2014 ISIN: SG2D18969584 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE AND ADOPT THE REPORT OF DBS TRUSTEE Mgmt For For LIMITED, AS TRUSTEE OF MCT (THE "TRUSTEE"), THE STATEMENT BY MAPLETREE COMMERCIAL TRUST MANAGEMENT LTD., AS MANAGER OF MCT (THE "MANAGER"), AND THE AUDITED FINANCIAL STATEMENTS OF MCT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 AND THE AUDITORS' REPORT THEREON 2 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Mgmt For For AUDITORS OF MCT AND TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF MCT, AND TO AUTHORISE THE MANAGER TO FIX THEIR REMUNERATION 3 THAT APPROVAL BE AND IS HEREBY GIVEN TO THE MANAGER, Mgmt For For TO (A) (I) ISSUE UNITS IN MCT ("UNITS") WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE; AND/OR (II) MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS (COLLECTIVELY, "INSTRUMENTS") THAT MIGHT OR WOULD REQUIRE UNITS TO BE ISSUED, INCLUDING BUT NOT LIMITED TO THE CREATION AND ISSUE OF (AS WELL AS ADJUSTMENTS TO) SECURITIES, WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE INTO UNITS, AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE MANAGER MAY IN ITS ABSOLUTE DISCRETION DEEM FIT; AND (B) ISSUE UNITS IN PURSUANCE OF ANY INSTRUMENTS MADE OR GRANTED BY THE MANAGER WHILE THIS RESOLUTION WAS IN FORCE (NOTWITHSTANDING THAT THE AUTHORITY CONFERRED BY THIS RESOLUTION MAY HAVE CEASED TO BE IN CONTD CONT CONTD FORCE AT THE TIME SUCH UNITS ARE ISSUED), Non-Voting PROVIDED THAT: (1) THE AGGREGATE NUMBER OF UNITS TO BE ISSUED PURSUANT TO THIS RESOLUTION (INCLUDING UNITS TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION) SHALL NOT EXCEED FIFTY PER CENT. (50%) OF THE TOTAL NUMBER OF ISSUED UNITS (EXCLUDING TREASURY UNITS, IF ANY) (AS CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH (2) BELOW), OF WHICH THE AGGREGATE NUMBER OF UNITS TO BE ISSUED OTHER THAN ON A PRO RATA BASIS TO UNITHOLDERS (INCLUDING UNITS TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION) SHALL NOT EXCEED TWENTY PER CENT. (20%) OF THE TOTAL NUMBER OF ISSUED UNITS (EXCLUDING TREASURY UNITS, IF ANY) (AS CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH (2) BELOW); (2) SUBJECT TO SUCH MANNER OF CALCULATION AS MAY BE CONTD CONT CONTD PRESCRIBED BY THE SINGAPORE EXCHANGE SECURITIES Non-Voting TRADING LIMITED ("SGX-ST") FOR THE PURPOSE OF DETERMINING THE AGGREGATE NUMBER OF UNITS THAT MAY BE ISSUED UNDER SUB-PARAGRAPH (1) ABOVE, THE TOTAL NUMBER OF ISSUED UNITS (EXCLUDING TREASURY UNITS, IF ANY) SHALL BE BASED ON THE NUMBER OF ISSUED UNITS (EXCLUDING TREASURY UNITS, IF ANY) AT THE TIME THIS RESOLUTION IS PASSED, AFTER ADJUSTING FOR: (A) ANY NEW UNITS ARISING FROM THE CONVERSION OR EXERCISE OF ANY INSTRUMENTS WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIME THIS RESOLUTION IS PASSED; AND (B) ANY SUBSEQUENT BONUS ISSUE, CONSOLIDATION OR SUBDIVISION OF UNITS; (3) IN EXERCISING THE AUTHORITY CONFERRED BY THIS RESOLUTION, THE MANAGER SHALL COMPLY WITH THE PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST FOR THE TIME BEING IN FORCE (UNLESS SUCH COMPLIANCE HAS BEEN CONTD CONT CONTD WAIVED BY THE SGX-ST) AND THE TRUST DEED Non-Voting CONSTITUTING MCT (AS AMENDED) (THE "TRUST DEED") FOR THE TIME BEING IN FORCE (UNLESS OTHERWISE EXEMPTED OR WAIVED BY THE MONETARY AUTHORITY OF SINGAPORE); (4) UNLESS REVOKED OR VARIED BY UNITHOLDERS IN A GENERAL MEETING, THE AUTHORITY CONFERRED BY THIS RESOLUTION SHALL CONTINUE IN FORCE UNTIL (I) THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF MCT OR (II) THE DATE BY WHICH THE NEXT ANNUAL GENERAL MEETING OF MCT IS REQUIRED BY APPLICABLE REGULATIONS TO BE HELD, WHICHEVER IS EARLIER; (5) WHERE THE TERMS OF THE ISSUE OF THE INSTRUMENTS PROVIDE FOR ADJUSTMENT TO THE NUMBER OF INSTRUMENTS OR UNITS INTO WHICH THE INSTRUMENTS MAY BE CONVERTED IN THE EVENT OF RIGHTS, BONUS OR OTHER CAPITALISATION ISSUES OR ANY OTHER EVENTS, THE MANAGER IS AUTHORISED TO ISSUE ADDITIONAL CONTD CONT CONTD INSTRUMENTS OR UNITS PURSUANT TO SUCH ADJUSTMENT Non-Voting NOTWITHSTANDING THAT THE AUTHORITY CONFERRED BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE AT THE TIME THE INSTRUMENTS OR UNITS ARE ISSUED; AND (6) THE MANAGER AND THE TRUSTEE, BE AND ARE HEREBY SEVERALLY AUTHORISED TO COMPLETE AND DO ALL SUCH ACTS AND THINGS (INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED) AS THE MANAGER OR, AS THE CASE MAY BE, THE TRUSTEE MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE INTEREST OF MCT TO GIVE EFFECT TO THE AUTHORITY CONFERRED BY THIS RESOLUTION -------------------------------------------------------------------------------------------------------------------------- MAPLETREE GREATER CHINA COMMERCIAL TRUST Agenda Number: 705432449 -------------------------------------------------------------------------------------------------------------------------- Security: Y5759X102 Meeting Type: AGM Ticker: Meeting Date: 24-Jul-2014 ISIN: SG2F55990442 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE AND ADOPT THE REPORT OF DBS TRUSTEE Mgmt For For LIMITED, AS TRUSTEE OF MGCCT (THE "TRUSTEE"), THE STATEMENT BY MAPLETREE GREATER CHINA COMMERCIAL TRUST MANAGEMENT LTD., AS MANAGER OF MGCCT (THE "MANAGER"), AND THE AUDITED FINANCIAL STATEMENTS OF MGCCT FOR THE FINANCIAL PERIOD FROM 14 FEBRUARY 2013 (DATE OF CONSTITUTION) TO 31 MARCH 2014 AND THE AUDITORS' REPORT THEREON 2 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Mgmt For For AUDITORS OF MGCCT AND TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF MGCCT, AND TO AUTHORISE THE MANAGER TO FIX THEIR REMUNERATION 3 THAT APPROVAL BE AND IS HEREBY GIVEN TO THE MANAGER, Mgmt For For TO (A) (I) ISSUE UNITS IN MGCCT ("UNITS") WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE; AND/OR (II) MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS (COLLECTIVELY, "INSTRUMENTS") THAT MIGHT OR WOULD REQUIRE UNITS TO BE ISSUED, INCLUDING BUT NOT LIMITED TO THE CREATION AND ISSUE OF (AS WELL AS ADJUSTMENTS TO) SECURITIES, WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE INTO UNITS, AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE MANAGER MAY IN ITS ABSOLUTE DISCRETION DEEM FIT; AND (B) ISSUE UNITS IN PURSUANCE OF ANY INSTRUMENTS MADE OR GRANTED BY THE MANAGER WHILE THIS RESOLUTION WAS IN FORCE (NOTWITHSTANDING THAT THE AUTHORITY CONFERRED BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE AT THE TIME SUCH UNITS ARE ISSUED), CONTD CONT CONTD PROVIDED THAT: (1) THE AGGREGATE NUMBER OF UNITS Non-Voting TO BE ISSUED PURSUANT TO THIS RESOLUTION (INCLUDING UNITS TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION) SHALL NOT EXCEED FIFTY PER CENT. (50%) OF THE TOTAL NUMBER OF ISSUED UNITS (EXCLUDING TREASURY UNITS, IF ANY) (AS CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH (2) BELOW), OF WHICH THE AGGREGATE NUMBER OF UNITS TO BE ISSUED OTHER THAN ON A PRO RATA BASIS TO UNITHOLDERS (INCLUDING UNITS TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION) SHALL NOT EXCEED TWENTY PER CENT. (20%) OF THE TOTAL NUMBER OF ISSUED UNITS (EXCLUDING TREASURY UNITS, IF ANY) (AS CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH (2) BELOW); (2) SUBJECT TO SUCH MANNER OF CALCULATION AS MAY BE PRESCRIBED BY THE SINGAPORE EXCHANGE CONTD CONT CONTD SECURITIES TRADING LIMITED ("SGX-ST") FOR THE Non-Voting PURPOSE OF DETERMINING THE AGGREGATE NUMBER OF UNITS THAT MAY BE ISSUED UNDER SUB-PARAGRAPH (1) ABOVE, THE TOTAL NUMBER OF ISSUED UNITS (EXCLUDING TREASURY UNITS, IF ANY) SHALL BE BASED ON THE NUMBER OF ISSUED UNITS (EXCLUDING TREASURY UNITS, IF ANY) AT THE TIME THIS RESOLUTION IS PASSED, AFTER ADJUSTING FOR: (A) ANY NEW UNITS ARISING FROM THE CONVERSION OR EXERCISE OF ANY INSTRUMENTS WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIME THIS RESOLUTION IS PASSED; AND (B) ANY SUBSEQUENT BONUS ISSUE, CONSOLIDATION OR SUBDIVISION OF UNITS; (3) IN EXERCISING THE AUTHORITY CONFERRED BY THIS RESOLUTION, THE MANAGER SHALL COMPLY WITH THE PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST FOR THE TIME BEING IN FORCE (UNLESS SUCH COMPLIANCE HAS BEEN WAIVED BY THE SGX-ST) AND THE TRUST CONTD CONT CONTD DEED CONSTITUTING MGCCT (THE "TRUST DEED") FOR Non-Voting THE TIME BEING IN FORCE (UNLESS OTHERWISE EXEMPTED OR WAIVED BY THE MONETARY AUTHORITY OF SINGAPORE); (4) UNLESS REVOKED OR VARIED BY UNITHOLDERS IN A GENERAL MEETING, THE AUTHORITY CONFERRED BY THIS RESOLUTION SHALL CONTINUE IN FORCE UNTIL (I) THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF MGCCT OR (II) THE DATE BY WHICH THE NEXT ANNUAL GENERAL MEETING OF MGCCT IS REQUIRED BY APPLICABLE REGULATIONS TO BE HELD, WHICHEVER IS EARLIER; (5) WHERE THE TERMS OF THE ISSUE OF THE INSTRUMENTS PROVIDE FOR ADJUSTMENT TO THE NUMBER OF INSTRUMENTS OR UNITS INTO WHICH THE INSTRUMENTS MAY BE CONVERTED IN THE EVENT OF RIGHTS, BONUS OR OTHER CAPITALISATION ISSUES OR ANY OTHER EVENTS, THE MANAGER IS AUTHORISED TO ISSUE ADDITIONAL INSTRUMENTS OR UNITS PURSUANT TO SUCH ADJUSTMENT CONTD CONT CONTD NOTWITHSTANDING THAT THE AUTHORITY CONFERRED BY Non-Voting THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE AT THE TIME THE INSTRUMENTS OR UNITS ARE ISSUED; AND (6) THE MANAGER AND THE TRUSTEE, BE AND ARE HEREBY SEVERALLY AUTHORISED TO COMPLETE AND DO ALL SUCH ACTS AND THINGS (INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED) AS THE MANAGER OR, AS THE CASE MAY BE, THE TRUSTEE MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE INTEREST OF MGCCT TO GIVE EFFECT TO THE AUTHORITY CONFERRED BY THIS RESOLUTION -------------------------------------------------------------------------------------------------------------------------- MAPLETREE LOGISTICS TRUST Agenda Number: 705433477 -------------------------------------------------------------------------------------------------------------------------- Security: Y5759Q107 Meeting Type: AGM Ticker: Meeting Date: 15-Jul-2014 ISIN: SG1S03926213 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE AND ADOPT THE REPORT OF HSBC INSTITUTIONAL Mgmt For For TRUST SERVICES (SINGAPORE) LIMITED, AS TRUSTEE OF MLT (THE "TRUSTEE"), THE STATEMENT BY MAPLETREE LOGISTICS TRUST MANAGEMENT LTD., AS MANAGER OF MLT (THE "MANAGER"), AND THE AUDITED FINANCIAL STATEMENTS OF MLT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 AND THE AUDITORS' REPORT THEREON 2 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Mgmt For For AUDITORS OF MLT AND TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF MLT, AND TO AUTHORISE THE MANAGER TO FIX THEIR REMUNERATION 3 THAT APPROVAL BE AND IS HEREBY GIVEN TO THE MANAGER, Mgmt For For TO (A) (I) ISSUE UNITS IN MLT ("UNITS") WHETHER BY WAY OF RIGHTS, BONUS OR OTHERWISE; AND/OR (II) MAKE OR GRANT OFFERS, AGREEMENTS OR OPTIONS (COLLECTIVELY, "INSTRUMENTS") THAT MIGHT OR WOULD REQUIRE UNITS TO BE ISSUED, INCLUDING BUT NOT LIMITED TO THE CREATION AND ISSUE OF (AS WELL AS ADJUSTMENTS TO) SECURITIES, WARRANTS, DEBENTURES OR OTHER INSTRUMENTS CONVERTIBLE INTO UNITS, AT ANY TIME AND UPON SUCH TERMS AND CONDITIONS AND FOR SUCH PURPOSES AND TO SUCH PERSONS AS THE MANAGER MAY IN ITS ABSOLUTE DISCRETION DEEM FIT; AND (B) ISSUE UNITS IN PURSUANCE OF ANY INSTRUMENTS MADE OR GRANTED BY THE MANAGER WHILE THIS RESOLUTION WAS IN FORCE (NOTWITHSTANDING THAT THE AUTHORITY CONFERRED BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE AT THE TIME SUCH UNITS ARE ISSUED), CONTD CONT CONTD PROVIDED THAT: (1) THE AGGREGATE NUMBER OF UNITS Non-Voting TO BE ISSUED PURSUANT TO THIS RESOLUTION (INCLUDING UNITS TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION) SHALL NOT EXCEED FIFTY PER CENT. (50%) OF THE TOTAL NUMBER OF ISSUED UNITS (EXCLUDING TREASURY UNITS, IF ANY) (AS CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH (2) BELOW), OF WHICH THE AGGREGATE NUMBER OF UNITS TO BE ISSUED OTHER THAN ON A PRO RATA BASIS TO UNITHOLDERS (INCLUDING UNITS TO BE ISSUED IN PURSUANCE OF INSTRUMENTS MADE OR GRANTED PURSUANT TO THIS RESOLUTION) SHALL NOT EXCEED TWENTY PER CENT. (20%) OF THE TOTAL NUMBER OF ISSUED UNITS (EXCLUDING TREASURY UNITS, IF ANY) (AS CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH (2) BELOW); (2) SUBJECT TO SUCH MANNER OF CALCULATION AS MAY BE PRESCRIBED BY THE SINGAPORE EXCHANGE CONTD CONT CONTD SECURITIES TRADING LIMITED ("SGX-ST") FOR THE Non-Voting PURPOSE OF DETERMINING THE AGGREGATE NUMBER OF UNITS THAT MAY BE ISSUED UNDER SUB-PARAGRAPH (1) ABOVE, THE TOTAL NUMBER OF ISSUED UNITS (EXCLUDING TREASURY UNITS, IF ANY) SHALL BE BASED ON THE NUMBER OF ISSUED UNITS (EXCLUDING TREASURY UNITS, IF ANY) AT THE TIME THIS RESOLUTION IS PASSED, AFTER ADJUSTING FOR: (A) ANY NEW UNITS ARISING FROM THE CONVERSION OR EXERCISE OF ANY INSTRUMENTS WHICH ARE OUTSTANDING OR SUBSISTING AT THE TIME THIS RESOLUTION IS PASSED; AND (B) ANY SUBSEQUENT BONUS ISSUE, CONSOLIDATION OR SUBDIVISION OF UNITS; (3) IN EXERCISING THE AUTHORITY CONFERRED BY THIS RESOLUTION, THE MANAGER SHALL COMPLY WITH THE PROVISIONS OF THE LISTING MANUAL OF THE SGX-ST FOR THE TIME BEING IN FORCE (UNLESS SUCH COMPLIANCE HAS BEEN WAIVED BY THE SGX-ST) AND THE TRUST CONTD CONT CONTD DEED CONSTITUTING MLT (AS AMENDED) (THE "TRUST Non-Voting DEED") FOR THE TIME BEING IN FORCE (UNLESS OTHERWISE EXEMPTED OR WAIVED BY THE MONETARY AUTHORITY OF SINGAPORE); (4) UNLESS REVOKED OR VARIED BY UNITHOLDERS IN A GENERAL MEETING, THE AUTHORITY CONFERRED BY THIS RESOLUTION SHALL CONTINUE IN FORCE UNTIL (I) THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF MLT OR (II) THE DATE BY WHICH THE NEXT ANNUAL GENERAL MEETING OF MLT IS REQUIRED BY APPLICABLE REGULATIONS TO BE HELD, WHICHEVER IS EARLIER; (5) WHERE THE TERMS OF THE ISSUE OF THE INSTRUMENTS PROVIDE FOR ADJUSTMENT TO THE NUMBER OF INSTRUMENTS OR UNITS INTO WHICH THE INSTRUMENTS MAY BE CONVERTED IN THE EVENT OF RIGHTS, BONUS OR OTHER CAPITALISATION ISSUES OR ANY OTHER EVENTS, THE MANAGER IS AUTHORISED TO ISSUE ADDITIONAL INSTRUMENTS OR UNITS PURSUANT TO SUCH CONTD CONT CONTD ADJUSTMENT NOTWITHSTANDING THAT THE AUTHORITY Non-Voting CONFERRED BY THIS RESOLUTION MAY HAVE CEASED TO BE IN FORCE AT THE TIME THE INSTRUMENTS OR UNITS ARE ISSUED; AND (6) THE MANAGER AND THE TRUSTEE, BE AND ARE HEREBY SEVERALLY AUTHORISED TO COMPLETE AND DO ALL SUCH ACTS AND THINGS (INCLUDING EXECUTING ALL SUCH DOCUMENTS AS MAY BE REQUIRED) AS THE MANAGER OR, AS THE CASE MAY BE, THE TRUSTEE MAY CONSIDER EXPEDIENT OR NECESSARY OR IN THE INTEREST OF MLT TO GIVE EFFECT TO THE AUTHORITY CONFERRED BY THIS RESOLUTION -------------------------------------------------------------------------------------------------------------------------- NOMURA REAL ESTATE MASTER FUND,INC. Agenda Number: 705694859 -------------------------------------------------------------------------------------------------------------------------- Security: J589D3101 Meeting Type: EGM Ticker: Meeting Date: 27-Nov-2014 ISIN: JP3047600006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Amend Articles to: Approve Minor Revisions Related to Mgmt For For Change of Laws and Regulations, Allow the Company to Purchase Own Units, Establish the Articles Related to Investors Meetings, Approve Minor Revisions 2 Appoint an Executive Director Mgmt For For 3 Appoint a Substitute Executive Director Mgmt For For 4.1 Appoint a Supervisory Director Mgmt For For 4.2 Appoint a Supervisory Director Mgmt For For 5 Appoint a Substitute Supervisory Director Mgmt For For -------------------------------------------------------------------------------------------------------------------------- REDEFINE PROPERTIES LTD, JOHANNESBURG Agenda Number: 705481252 -------------------------------------------------------------------------------------------------------------------------- Security: S6815L105 Meeting Type: OGM Ticker: Meeting Date: 19-Aug-2014 ISIN: ZAE000143178 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O.1 ISSUE OF SHARES AS CONSIDERATION FOR THE ACQUISITION Mgmt For For OF ALL OF FOUNTAINHEAD'S ASSETS, INCLUDING THE ENTIRE FOUNTAINHEAD PROPERTY PORTFOLIO O.2 UNISSUED SHARES Mgmt For For O.3 GENERAL ISSUE OF SHARES FOR CASH Mgmt For For O.4 SIGNATURE OF DOCUMENTATION Mgmt For For -------------------------------------------------------------------------------------------------------------------------- RELIGARE HEALTH TRUST Agenda Number: 705450954 -------------------------------------------------------------------------------------------------------------------------- Security: Y72378105 Meeting Type: AGM Ticker: Meeting Date: 24-Jul-2014 ISIN: SG2F26986156 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE AND ADOPT THE REPORT OF THE RELIGARE HEALTH Mgmt For For TRUST TRUSTEE MANAGER PTE. LTD. ("TRUSTEE-MANAGER"), STATEMENT BY THE TRUSTEE- MANAGER AND THE AUDITED FINANCIAL STATEMENTS OF RHT AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED 31 MARCH 2014 TOGETHER WITH THE AUDITORS' REPORT THEREON 2 TO RE-APPOINT MESSRS ERNST & YOUNG LLP AS AUDITORS OF Mgmt For For RHT AND TO AUTHORISE THE TRUSTEE-MANAGER TO FIX THEIR REMUNERATION 3 PROPOSED UNIT ISSUE MANDATE Mgmt For For -------------------------------------------------------------------------------------------------------------------------- STOCKLAND, SYDNEY NSW Agenda Number: 705577053 -------------------------------------------------------------------------------------------------------------------------- Security: Q8773B105 Meeting Type: AGM Ticker: Meeting Date: 28-Oct-2014 ISIN: AU000000SGP0 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSALS Non-Voting 4 AND 5 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) YOU SHOULD NOT VOTE (OR VOTE "ABSTAIN") ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 1 APPROVAL OF ACCOUNTS Mgmt For For 2 ELECTION OF MR TOM POCKETT AS A DIRECTOR Mgmt For For 3 RE ELECTION OF MR PETER SCOTT AS A DIRECTOR Mgmt For For 4 APPROVAL OF THE REMUNERATION REPORT Mgmt For For 5 APPROVAL OF THE ISSUE OF 811,000 PERFORMANCE RIGHTS TO Mgmt For For MR MARK STEINERT, MANAGING DIRECTOR CMMT PLEASE NOTE THAT RES. 2, 3 & 4 ARE FOR THE COMPANY AND Non-Voting RES. 1 & 5 ARE FOR THE COMPANY AND TRUST -------------------------------------------------------------------------------------------------------------------------- THE LINK REAL ESTATE INVESTMENT TRUST Agenda Number: 705431055 -------------------------------------------------------------------------------------------------------------------------- Security: Y5281M111 Meeting Type: AGM Ticker: Meeting Date: 23-Jul-2014 ISIN: HK0823032773 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF Non-Voting "ABSTAIN" WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE. CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0 626/LTN20140626216.pdf http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0 626/LTN20140626218.pdf 3.1 TO RE-ELECT MR WILLIAM CHAN CHAK CHEUNG AS AN Mgmt For For INDEPENDENT NON-EXECUTIVE DIRECTOR 3.2 TO RE-ELECT MR DAVID CHARLES WATT AS AN INDEPENDENT Mgmt For For NON-EXECUTIVE DIRECTOR 4 TO RE-ELECT MRS EVA CHENG LI KAM FUN AS AN INDEPENDENT Mgmt For For NON-EXECUTIVE DIRECTOR 5 TO GRANT A GENERAL MANDATE TO THE MANAGER TO BUY BACK Mgmt For For UNITS OF THE LINK REIT -------------------------------------------------------------------------------------------------------------------------- YUEXIU REAL ESTATE INVESTMENT TRUST Agenda Number: 705722127 -------------------------------------------------------------------------------------------------------------------------- Security: Y9865D109 Meeting Type: EGM Ticker: Meeting Date: 11-Dec-2014 ISIN: HK0405033157 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF Non-Voting "ABSTAIN" WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE. CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE Non-Voting AVAILABLE BY CLICKING ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEHK/2014/1 125/LTN20141125361.pdf AND http://www.hkexnews.hk/listedco/listconews/SEHK/2014/1 125/LTN20141125230.pdf 1 TO APPROVE THE 2014 WAIVER EXTENSION AND THE NEW Mgmt For For ANNUAL CAPS (AS DEFINED IN THE CIRCULAR DATED 25 NOVEMBER 2014) FOR THE FINANCIAL YEARS ENDING 31 DECEMBER 2015, 2016 AND 2017 2 TO APPROVE THE RE-ELECTION OF MR. CHEUNG YUK TONG AS Mgmt For For AN INDEPENDENT NON-EXECUTIVE DIRECTOR, THE CHAIRMAN OF THE REMUNERATION AND NOMINATION COMMITTEE AND MEMBER OF THE AUDIT COMMITTEE OF YUEXIU REIT ASSET MANAGEMENT LIMITED 3 TO APPROVE THE RE-ELECTION OF MR. CHAN CHI ON DEREK AS Mgmt For For AN INDEPENDENT NON-EXECUTIVE DIRECTOR, THE CHAIRMAN OF THE DISCLOSURES COMMITTEE AND A MEMBER OF THE AUDIT COMMITTEE, REMUNERATION AND NOMINATION COMMITTEE AND THE FINANCE COMMITTEE OF YUEXIU REIT ASSET MANAGEMENT LIMITED 4 TO APPROVE THE RE-ELECTION OF MR. CHAN CHI FAI BRIAN Mgmt For For AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR, THE CHAIRMAN OF THE AUDIT COMMITTEE AND A MEMBER OF THE FINANCE COMMITTEE AND THE REMUNERATION AND NOMINATION COMMITTEE OF YUEXIU REIT ASSET MANAGEMENT LIMITED CMMT 04 DEC 2014: PLEASE NOTE THAT IF NO SPECIFIC DIRECTION Non-Voting AS TO VOTING IS GIVEN OR, WHERE THE PROXY WAS GIVEN A DISCRETION TO VOTE, THE PROXY EXERCISES ITS DISCRETION IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE INDEPENDENT FINANCIAL ADVISER AND THE INDEPENDENT BOARD COMMITTEE. CMMT 04 DEC 2014: PLEASE NOTE THAT THIS IS A REVISION DUE Non-Voting TO ADDITION OF COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. TFGT International Fixed Income Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. TFGT Merger Arbitrage Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. TFGT Mid Cap Fund -------------------------------------------------------------------------------------------------------------------------- ALBEMARLE CORPORATION Agenda Number: 934083825 -------------------------------------------------------------------------------------------------------------------------- Security: 012653101 Meeting Type: Special Ticker: ALB Meeting Date: 14-Nov-2014 ISIN: US0126531013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF Mgmt Against Against ALBEMARLE CORPORATION COMMON STOCK TO SHAREHOLDERS OF ROCKWOOD HOLDINGS, INC. ON THE TERMS AND CONDITIONS SET OUT IN THE AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 15, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG ALBEMARLE CORPORATION, ALBEMARLE HOLDINGS CORPORATION AND ROCKWOOD HOLDINGS, INC. 2. PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY Mgmt Against Against OR APPROPRIATE, INCLUDING TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL 1. -------------------------------------------------------------------------------------------------------------------------- ALLIANT TECHSYSTEMS INC. Agenda Number: 934047730 -------------------------------------------------------------------------------------------------------------------------- Security: 018804104 Meeting Type: Annual Ticker: ATK Meeting Date: 30-Jul-2014 ISIN: US0188041042 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR MICHAEL CALLAHAN Mgmt For For ROXANNE J. DECYK Mgmt For For MARK W. DEYOUNG Mgmt For For MARTIN C. FAGA Mgmt For For RONALD R. FOGLEMAN Mgmt For For APRIL H. FOLEY Mgmt For For TIG H. KREKEL Mgmt For For DOUGLAS L. MAINE Mgmt For For ROMAN MARTINEZ IV Mgmt For For 2. ADVISORY VOTE TO APPROVE THE COMPENSATION OF ATK'S Mgmt For For NAMED EXECUTIVE OFFICERS 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For PUBLIC ACCOUNTING FIRM 4. STOCKHOLDER PROPOSAL - DISCLOSURE OF ACTIONS TAKEN ON Shr Against For SANDY HOOK PRINCIPLES -------------------------------------------------------------------------------------------------------------------------- CINTAS CORPORATION Agenda Number: 934073278 -------------------------------------------------------------------------------------------------------------------------- Security: 172908105 Meeting Type: Annual Ticker: CTAS Meeting Date: 21-Oct-2014 ISIN: US1729081059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: GERALD S. ADOLPH Mgmt For For 1B. ELECTION OF DIRECTOR: JOHN F. BARRETT Mgmt For For 1C. ELECTION OF DIRECTOR: MELANIE W. BARSTAD Mgmt For For 1D. ELECTION OF DIRECTOR: RICHARD T. FARMER Mgmt For For 1E. ELECTION OF DIRECTOR: SCOTT D. FARMER Mgmt For For 1F. ELECTION OF DIRECTOR: JAMES J. JOHNSON Mgmt For For 1G. ELECTION OF DIRECTOR: ROBERT J. KOHLHEPP Mgmt For For 1H. ELECTION OF DIRECTOR: JOSEPH SCAMINACE Mgmt For For 1I. ELECTION OF DIRECTOR: RONALD W. TYSOE Mgmt For For 2. TO APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE Mgmt For For OFFICER COMPENSATION. 3. TO APPROVE AMENDMENT NO. 4 TO THE CINTAS CORPORATION Mgmt For For 2005 EQUITY COMPENSATION PLAN. 4. TO RATIFY ERNST & YOUNG LLP AS OUR INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. -------------------------------------------------------------------------------------------------------------------------- KINDER MORGAN MANAGEMENT, LLC Agenda Number: 934091719 -------------------------------------------------------------------------------------------------------------------------- Security: 49455U100 Meeting Type: Special Ticker: KMR Meeting Date: 20-Nov-2014 ISIN: US49455U1007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO APPROVE THE KMR MERGER AGREEMENT. Mgmt For For 2. TO APPROVE THE KMR ADJOURNMENT PROPOSAL. Mgmt For For 3. TO APPROVE THE KMP MERGER AGREEMENT. Mgmt For For 4. TO APPROVE THE KMP ADJOURNMENT PROPOSAL. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- PAYCHEX, INC. Agenda Number: 934073343 -------------------------------------------------------------------------------------------------------------------------- Security: 704326107 Meeting Type: Annual Ticker: PAYX Meeting Date: 15-Oct-2014 ISIN: US7043261079 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: B. THOMAS GOLISANO Mgmt For For 1B. ELECTION OF DIRECTOR: JOSEPH G. DOODY Mgmt For For 1C. ELECTION OF DIRECTOR: DAVID J.S. FLASCHEN Mgmt For For 1D. ELECTION OF DIRECTOR: PHILLIP HORSLEY Mgmt For For 1E. ELECTION OF DIRECTOR: GRANT M. INMAN Mgmt For For 1F. ELECTION OF DIRECTOR: PAMELA A. JOSEPH Mgmt For For 1G. ELECTION OF DIRECTOR: MARTIN MUCCI Mgmt For For 1H. ELECTION OF DIRECTOR: JOSEPH M. TUCCI Mgmt For For 1I. ELECTION OF DIRECTOR: JOSEPH M. VELLI Mgmt For For 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER Mgmt For For COMPENSATION. 3. RATIFICATION OF THE SELECTION OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. -------------------------------------------------------------------------------------------------------------------------- SYMANTEC CORPORATION Agenda Number: 934073127 -------------------------------------------------------------------------------------------------------------------------- Security: 871503108 Meeting Type: Annual Ticker: SYMC Meeting Date: 28-Oct-2014 ISIN: US8715031089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: MICHAEL A. BROWN Mgmt For For 1B. ELECTION OF DIRECTOR: FRANK E. DANGEARD Mgmt For For 1C. ELECTION OF DIRECTOR: GERALDINE B. LAYBOURNE Mgmt For For 1D. ELECTION OF DIRECTOR: DAVID L. MAHONEY Mgmt For For 1E. ELECTION OF DIRECTOR: ROBERT S. MILLER Mgmt For For 1F. ELECTION OF DIRECTOR: ANITA M. SANDS Mgmt For For 1G. ELECTION OF DIRECTOR: DANIEL H. SCHULMAN Mgmt For For 1H. ELECTION OF DIRECTOR: V. PAUL UNRUH Mgmt For For 1I. ELECTION OF DIRECTOR: SUZANNE M. VAUTRINOT Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. Mgmt For For TFGT Mid Cap Value Fund -------------------------------------------------------------------------------------------------------------------------- ALBEMARLE CORPORATION Agenda Number: 934083825 -------------------------------------------------------------------------------------------------------------------------- Security: 012653101 Meeting Type: Special Ticker: ALB Meeting Date: 14-Nov-2014 ISIN: US0126531013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF Mgmt For For ALBEMARLE CORPORATION COMMON STOCK TO SHAREHOLDERS OF ROCKWOOD HOLDINGS, INC. ON THE TERMS AND CONDITIONS SET OUT IN THE AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 15, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG ALBEMARLE CORPORATION, ALBEMARLE HOLDINGS CORPORATION AND ROCKWOOD HOLDINGS, INC. 2. PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY Mgmt For For OR APPROPRIATE, INCLUDING TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL 1. -------------------------------------------------------------------------------------------------------------------------- BED BATH & BEYOND INC. Agenda Number: 934041740 -------------------------------------------------------------------------------------------------------------------------- Security: 075896100 Meeting Type: Annual Ticker: BBBY Meeting Date: 07-Jul-2014 ISIN: US0758961009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: WARREN EISENBERG Mgmt For For 1B. ELECTION OF DIRECTOR: LEONARD FEINSTEIN Mgmt For For 1C. ELECTION OF DIRECTOR: STEVEN H. TEMARES Mgmt For For 1D. ELECTION OF DIRECTOR: DEAN S. ADLER Mgmt For For 1E. ELECTION OF DIRECTOR: STANLEY F. BARSHAY Mgmt For For 1F. ELECTION OF DIRECTOR: GERALDINE T. ELLIOTT Mgmt For For 1G. ELECTION OF DIRECTOR: KLAUS EPPLER Mgmt For For 1H. ELECTION OF DIRECTOR: PATRICK R. GASTON Mgmt For For 1I. ELECTION OF DIRECTOR: JORDAN HELLER Mgmt For For 1J. ELECTION OF DIRECTOR: VICTORIA A. MORRISON Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP. Mgmt For For 3. TO APPROVE, BY NON-BINDING VOTE, THE 2013 COMPENSATION Mgmt Against Against PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- CAREFUSION CORPORATION Agenda Number: 934078557 -------------------------------------------------------------------------------------------------------------------------- Security: 14170T101 Meeting Type: Annual Ticker: CFN Meeting Date: 05-Nov-2014 ISIN: US14170T1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: JACQUELINE B. KOSECOFF, PH.D. Mgmt For For 1B. ELECTION OF DIRECTOR: MICHAEL D. O'HALLERAN Mgmt For For 1C. ELECTION OF DIRECTOR: SUPRATIM BOSE Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015. 3. APPROVAL OF A NON-BINDING ADVISORY VOTE ON THE Mgmt For For COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- CINTAS CORPORATION Agenda Number: 934073278 -------------------------------------------------------------------------------------------------------------------------- Security: 172908105 Meeting Type: Annual Ticker: CTAS Meeting Date: 21-Oct-2014 ISIN: US1729081059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: GERALD S. ADOLPH Mgmt For For 1B. ELECTION OF DIRECTOR: JOHN F. BARRETT Mgmt For For 1C. ELECTION OF DIRECTOR: MELANIE W. BARSTAD Mgmt For For 1D. ELECTION OF DIRECTOR: RICHARD T. FARMER Mgmt For For 1E. ELECTION OF DIRECTOR: SCOTT D. FARMER Mgmt For For 1F. ELECTION OF DIRECTOR: JAMES J. JOHNSON Mgmt For For 1G. ELECTION OF DIRECTOR: ROBERT J. KOHLHEPP Mgmt For For 1H. ELECTION OF DIRECTOR: JOSEPH SCAMINACE Mgmt For For 1I. ELECTION OF DIRECTOR: RONALD W. TYSOE Mgmt For For 2. TO APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE Mgmt For For OFFICER COMPENSATION. 3. TO APPROVE AMENDMENT NO. 4 TO THE CINTAS CORPORATION Mgmt Against Against 2005 EQUITY COMPENSATION PLAN. 4. TO RATIFY ERNST & YOUNG LLP AS OUR INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. -------------------------------------------------------------------------------------------------------------------------- MICROCHIP TECHNOLOGY INCORPORATED Agenda Number: 934058959 -------------------------------------------------------------------------------------------------------------------------- Security: 595017104 Meeting Type: Annual Ticker: MCHP Meeting Date: 25-Aug-2014 ISIN: US5950171042 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR STEVE SANGHI Mgmt For For MATTHEW W. CHAPMAN Mgmt For For L.B. DAY Mgmt For For ESTHER L. JOHNSON Mgmt For For WADE F. MEYERCORD Mgmt For For 2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Mgmt For For LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF MICROCHIP FOR THE FISCAL YEAR ENDING MARCH 31, 2015. 3. TO AMEND MICROCHIP'S 2001 EMPLOYEE STOCK PURCHASE PLAN Mgmt For For TO PROVIDE FOR A PLAN TERM ENDING ON AUGUST 31, 2024. 4. TO AMEND MICROCHIP'S 1994 INTERNATIONAL EMPLOYEE STOCK Mgmt For For PURCHASE PLAN TO EXTEND THE PLAN TERM BY TEN YEARS ENDING ON NOVEMBER 30, 2024. 5. PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) Mgmt For For BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVES. -------------------------------------------------------------------------------------------------------------------------- PARKER-HANNIFIN CORPORATION Agenda Number: 934079319 -------------------------------------------------------------------------------------------------------------------------- Security: 701094104 Meeting Type: Annual Ticker: PH Meeting Date: 22-Oct-2014 ISIN: US7010941042 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR ROBERT G. BOHN Mgmt For For LINDA S. HARTY Mgmt For For WILLIAM E. KASSLING Mgmt For For ROBERT J. KOHLHEPP Mgmt For For KEVIN A. LOBO Mgmt For For KLAUS-PETER MULLER Mgmt For For CANDY M. OBOURN Mgmt For For JOSEPH SCAMINACE Mgmt For For WOLFGANG R. SCHMITT Mgmt For For AKE SVENSSON Mgmt For For JAMES L. WAINSCOTT Mgmt For For DONALD E. WASHKEWICZ Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015. 3. APPROVAL OF, ON A NON-BINDING, ADVISORY BASIS, THE Mgmt For For COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. APPROVAL OF THE PARKER-HANNIFIN CORPORATION GLOBAL Mgmt For For EMPLOYEE STOCK PURCHASE PLAN. 5. SHAREHOLDER PROPOSAL TO ADOPT A MAJORITY VOTE STANDARD Shr For Against IN THE ELECTION OF DIRECTORS. -------------------------------------------------------------------------------------------------------------------------- PATTERSON COMPANIES, INC. Agenda Number: 934061615 -------------------------------------------------------------------------------------------------------------------------- Security: 703395103 Meeting Type: Annual Ticker: PDCO Meeting Date: 08-Sep-2014 ISIN: US7033951036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR JOHN D. BUCK Mgmt For For JODY H. FERAGEN Mgmt For For SARENA S. LIN Mgmt For For NEIL A. SCHRIMSHER Mgmt For For LES C. VINNEY Mgmt For For 2. APPROVAL OF OUR 2014 SHARESAVE PLAN. Mgmt For For 3. ADVISORY APPROVAL OF EXECUTIVE COMPENSATION. Mgmt For For 4. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS OUR Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING APRIL 25, 2015. -------------------------------------------------------------------------------------------------------------------------- SYSCO CORPORATION Agenda Number: 934082328 -------------------------------------------------------------------------------------------------------------------------- Security: 871829107 Meeting Type: Annual Ticker: SYY Meeting Date: 19-Nov-2014 ISIN: US8718291078 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: JOHN M. CASSADAY Mgmt For For 1B. ELECTION OF DIRECTOR: JUDITH B. CRAVEN, M.D. Mgmt For For 1C. ELECTION OF DIRECTOR: WILLIAM J. DELANEY Mgmt For For 1D. ELECTION OF DIRECTOR: LARRY C. GLASSCOCK Mgmt For For 1E. ELECTION OF DIRECTOR: JONATHAN GOLDEN Mgmt For For 1F. ELECTION OF DIRECTOR: JOSEPH A. HAFNER, JR. Mgmt For For 1G. ELECTION OF DIRECTOR: HANS-JOACHIM KOERBER Mgmt For For 1H. ELECTION OF DIRECTOR: NANCY S. NEWCOMB Mgmt For For 1I. ELECTION OF DIRECTOR: RICHARD G. TILGHMAN Mgmt For For 1J. ELECTION OF DIRECTOR: JACKIE M. WARD Mgmt For For 2. TO APPROVE THE ADOPTION OF THE SYSCO CORPORATION 2015 Mgmt For For EMPLOYEE STOCK PURCHASE PLAN, AS A SUCCESSOR TO SYSCO'S 1974 EMPLOYEES' STOCK PURCHASE PLAN. 3. TO APPROVE, BY ADVISORY VOTE, THE COMPENSATION PAID TO Mgmt For For SYSCO'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN SYSCO'S 2014 PROXY STATEMENT. 4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For SYSCO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. -------------------------------------------------------------------------------------------------------------------------- THE J. M. SMUCKER COMPANY Agenda Number: 934053151 -------------------------------------------------------------------------------------------------------------------------- Security: 832696405 Meeting Type: Annual Ticker: SJM Meeting Date: 13-Aug-2014 ISIN: US8326964058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: VINCENT C. BYRD Mgmt For For 1B. ELECTION OF DIRECTOR: ELIZABETH VALK LONG Mgmt For For 1C. ELECTION OF DIRECTOR: SANDRA PIANALTO Mgmt For For 1D. ELECTION OF DIRECTOR: MARK T. SMUCKER Mgmt For For 2. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3. ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE Mgmt For For COMPENSATION. 4. ADOPTION OF AN AMENDMENT TO THE COMPANY'S AMENDED Mgmt Against Against REGULATIONS TO SET FORTH A GENERAL VOTING STANDARD FOR ACTION BY SHAREHOLDERS. -------------------------------------------------------------------------------------------------------------------------- WILLIS GROUP HOLDINGS PLC Agenda Number: 934044885 -------------------------------------------------------------------------------------------------------------------------- Security: G96666105 Meeting Type: Annual Ticker: WSH Meeting Date: 23-Jul-2014 ISIN: IE00B4XGY116 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: DOMINIC CASSERLEY Mgmt For For 1B. ELECTION OF DIRECTOR: ANNA C. CATALANO Mgmt For For 1C. ELECTION OF DIRECTOR: SIR ROY GARDNER Mgmt For For 1D. ELECTION OF DIRECTOR: SIR JEREMY HANLEY Mgmt For For 1E. ELECTION OF DIRECTOR: ROBYN S. KRAVIT Mgmt For For 1F. ELECTION OF DIRECTOR: WENDY E. LANE Mgmt For For 1G. ELECTION OF DIRECTOR: FRANCISCO LUZON Mgmt For For 1H. ELECTION OF DIRECTOR: JAMES F. MCCANN Mgmt For For 1I. ELECTION OF DIRECTOR: JAYMIN PATEL Mgmt For For 1J. ELECTION OF DIRECTOR: DOUGLAS B. ROBERTS Mgmt For For 1K. ELECTION OF DIRECTOR: MICHAEL J. SOMERS Mgmt For For 1L. ELECTION OF DIRECTOR: JEFFREY W. UBBEN Mgmt For For 2. TO RATIFY THE REAPPOINTMENT OF DELOITTE LLP AS Mgmt For For INDEPENDENT AUDITORS UNTIL THE CLOSE OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AND AUTHORIZE THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE, TO FIX THE AUDITOR'S REMUNERATION. 3. TO APPROVE, ON AN ADVISORY BASIS, THE NAMED EXECUTIVE Mgmt For For OFFICER COMPENSATION. 4. TO APPROVE AN AMENDMENT TO THE COMPANY'S WILLIS GROUP Mgmt For For HOLDINGS PUBLIC LIMITED COMPANY 2012 EQUITY INCENTIVE PLAN (THE "2012 PLAN") TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE 2012 PLAN. 5. TO RENEW THE DIRECTORS' AUTHORITY TO ISSUE SHARES Mgmt Against Against UNDER IRISH LAW. 6. TO RENEW THE DIRECTORS' AUTHORITY TO OPT-OUT OF Mgmt Against Against STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW. 7. TO AUTHORIZE HOLDING THE 2015 ANNUAL GENERAL MEETING Mgmt For For OF SHAREHOLDERS AT A LOCATION OUTSIDE OF IRELAND. TFGT Premium Yield Equity Fund -------------------------------------------------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Agenda Number: 934082215 -------------------------------------------------------------------------------------------------------------------------- Security: 17275R102 Meeting Type: Annual Ticker: CSCO Meeting Date: 20-Nov-2014 ISIN: US17275R1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: CAROL A. BARTZ Mgmt For For 1B. ELECTION OF DIRECTOR: M. MICHELE BURNS Mgmt For For 1C. ELECTION OF DIRECTOR: MICHAEL D. CAPELLAS Mgmt For For 1D. ELECTION OF DIRECTOR: JOHN T. CHAMBERS Mgmt For For 1E. ELECTION OF DIRECTOR: BRIAN L. HALLA Mgmt For For 1F. ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY Mgmt Against Against 1G. ELECTION OF DIRECTOR: DR. KRISTINA M. JOHNSON Mgmt For For 1H. ELECTION OF DIRECTOR: RODERICK C. MCGEARY Mgmt For For 1I. ELECTION OF DIRECTOR: ARUN SARIN Mgmt For For 1J. ELECTION OF DIRECTOR: STEVEN M. WEST Mgmt For For 2. APPROVAL OF AMENDMENT AND RESTATEMENT OF THE EMPLOYEE Mgmt For For STOCK PURCHASE PLAN. 3. APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE Mgmt For For COMPENSATION. 4. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS CISCO'S Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2015. 5. APPROVAL TO RECOMMEND THAT CISCO ESTABLISH A PUBLIC Shr For Against POLICY COMMITTEE OF THE BOARD. 6. APPROVAL TO REQUEST THE BOARD TO AMEND CISCO'S Shr For Against GOVERNING DOCUMENTS TO ALLOW PROXY ACCESS FOR SPECIFIED CATEGORIES OF SHAREHOLDERS. 7. APPROVAL TO REQUEST CISCO TO PROVIDE A SEMIANNUAL Shr For Against REPORT ON POLITICAL-RELATED CONTRIBUTIONS AND EXPENDITURES. -------------------------------------------------------------------------------------------------------------------------- DARDEN RESTAURANTS, INC. Agenda Number: 934072632 -------------------------------------------------------------------------------------------------------------------------- Security: 237194105 Meeting Type: Contested Annual Ticker: DRI Meeting Date: 10-Oct-2014 ISIN: US2371941053 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR BETSY S. ATKINS Mgmt For * MARGARET S. ATKINS Mgmt For * JEAN M. BIRCH Mgmt For * BRADLEY D. BLUM Mgmt For * PETER A. FELD Mgmt For * JAMES P. FOGARTY Mgmt For * CYNTHIA T. JAMISON Mgmt For * WILLIAM H. LENEHAN Mgmt For * LIONEL L. NOWELL, III Mgmt For * JEFFREY C. SMITH Mgmt For * CHARLES M. SONSTEBY Mgmt For * ALAN N. STILLMAN Mgmt For * 2 COMPANY'S PROPOSAL TO OBTAIN ADVISORY APPROVAL OF THE Mgmt For * COMPANY'S EXECUTIVE COMPENSATION. 3 COMPANY'S PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG Mgmt For * LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING MAY 31, 2015. 4 COMPANY'S PROPOSAL TO APPROVE AN AMENDMENT TO THE Mgmt For * COMPANY'S BYLAWS TO PROVIDE FOR PROXY ACCESS. 5 SHAREHOLDER'S PROPOSAL TO APPROVE A RESOLUTION Mgmt For * REGARDING POLITICAL CONTRIBUTIONS, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. 6 SHAREHOLDER'S PROPOSAL TO APPROVE A RESOLUTION Mgmt For * REGARDING LOBBYING DISCLOSURES, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. -------------------------------------------------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC Agenda Number: 934104491 -------------------------------------------------------------------------------------------------------------------------- Security: 37733W105 Meeting Type: Annual Ticker: GSK Meeting Date: 18-Dec-2014 ISIN: US37733W1053 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO APPROVE THE PROPOSED MAJOR TRANSACTION WITH Mgmt For For NOVARTIS AG. -------------------------------------------------------------------------------------------------------------------------- GOLAR LNG LIMITED Agenda Number: 934062225 -------------------------------------------------------------------------------------------------------------------------- Security: G9456A100 Meeting Type: Annual Ticker: GLNG Meeting Date: 19-Sep-2014 ISIN: BMG9456A1009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RE-ELECT JOHN FREDRIKSEN AS A DIRECTOR OF THE Mgmt For For COMPANY. 2 TO RE-ELECT KATE BLANKENSHIP AS A DIRECTOR OF THE Mgmt Against Against COMPANY. 3 TO RE-ELECT HANS PETTER AAS AS A DIRECTOR OF THE Mgmt For For COMPANY. 4 TO RE-ELECT TOR OLAV TROIM AS A DIRECTOR OF THE Mgmt Against Against COMPANY. 5 TO RE-ELECT GEORGINA E. SOUSA AS A DIRECTOR OF THE Mgmt For For COMPANY. 6 TO APPROVE THE INCREASE OF THE COMPANY'S AUTHORISED Mgmt For For SHARE CAPITAL FROM US$100,000,000.00 DIVIDED INTO 100,000,000 COMMON SHARES OF PAR VALUE US$1.00 PAR VALUE EACH TO US$150,000,000 DIVIDED INTO 150,000,000 COMMON SHARES OF US$1.00 PAR VALUE EACH BY THE CREATION OF 50,000,000 COMMON SHARES OF US$1.00 PAR VALUE EACH. 7 PROPOSAL TO APPOINT ERNST & YOUNG LLP OF LONDON, Mgmt For For ENGLAND AS AUDITORS AND TO AUTHORIZE THE DIRECTORS TO DETERMINE THEIR REMUNERATION. 8 PROPOSAL TO APPROVE THE REMUNERATION OF THE COMPANY'S Mgmt For For BOARD OF DIRECTORS OF A TOTAL AMOUNT OF FEES NOT TO EXCEED US$600,000 FOR THE YEAR ENDED DECEMBER 31, 2014. -------------------------------------------------------------------------------------------------------------------------- KINDER MORGAN, INC. Agenda Number: 934091721 -------------------------------------------------------------------------------------------------------------------------- Security: 49456B101 Meeting Type: Special Ticker: KMI Meeting Date: 20-Nov-2014 ISIN: US49456B1017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO APPROVE AN AMENDMENT OF THE CERTIFICATE OF Mgmt For For INCORPORATION OF KMI TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CLASS P COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF KMI FROM 2,000,000,000 TO 4,000,000,000. 2. TO APPROVE THE ISSUANCE OF SHARES OF KMI COMMON STOCK Mgmt For For IN THE PROPOSED KMP, KMR AND EPB MERGERS. 3. TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF Mgmt For For NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE FOREGOING PROPOSALS AT THE TIME OF THE SPECIAL MEETING. -------------------------------------------------------------------------------------------------------------------------- LAMAR ADVERTISING COMPANY Agenda Number: 934089853 -------------------------------------------------------------------------------------------------------------------------- Security: 512815101 Meeting Type: Special Ticker: LAMR Meeting Date: 17-Nov-2014 ISIN: US5128151017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER Mgmt For For DATED AUGUST 27, 2014 BETWEEN LAMAR ADVERTISING COMPANY AND LAMAR ADVERTISING REIT COMPANY, ..., WHICH IS PART OF THE REORGANIZATION THROUGH WHICH LAMAR ADVERTISING COMPANY INTENDS TO QUALIFY AS A ... REIT, FOR U.S. FEDERAL INCOME TAX PURPOSES (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). 2. PROPOSAL TO PERMIT LAMAR ADVERTISING COMPANY'S BOARD Mgmt For For OF DIRECTORS TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, FOR FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE ORIGINALLY SCHEDULED TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL 1. -------------------------------------------------------------------------------------------------------------------------- MAXIM INTEGRATED PRODUCTS, INC. Agenda Number: 934082304 -------------------------------------------------------------------------------------------------------------------------- Security: 57772K101 Meeting Type: Annual Ticker: MXIM Meeting Date: 12-Nov-2014 ISIN: US57772K1016 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR B. KIPLING HAGOPIAN Mgmt For For TUNC DOLUCA Mgmt For For JAMES R. BERGMAN Mgmt Withheld Against JOSEPH R. BRONSON Mgmt For For ROBERT E. GRADY Mgmt For For WILLIAM D. WATKINS Mgmt For For A.R. FRANK WAZZAN Mgmt For For 2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS Mgmt For For MAXIM INTEGRATED'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 27, 2015. 3. TO RATIFY AND APPROVE AN AMENDMENT TO MAXIM Mgmt For For INTEGRATED'S 2008 .. (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). 4. TO RATIFY AND APPROVE AN AMENDMENT TO MAXIM Mgmt For For INTEGRATED'S 1996 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER BY 5,000,000 SHARES AND TO EXTEND THE PLAN'S TERM BY 10 YEARS. 5. TO RATIFY AND APPROVE AN AMENDMENT TO MAXIM Mgmt Against Against INTEGRATED'S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE ABILITY OF STOCKHOLDERS TO CUMULATE THEIR VOTES IN FUTURE ELECTIONS OF DIRECTORS. 6. ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For 7. TO APPROVE THE ADOPTION OF MAXIM INTEGRATED'S Mgmt For For EXECUTIVE BONUS PLAN, A BONUS PLAN FOR THE COMPANY'S EXECUTIVE OFFICERS COMPLIANT WITH SECTION 162(M) OF THE INTERNAL REVENUE CODE. -------------------------------------------------------------------------------------------------------------------------- MICROCHIP TECHNOLOGY INCORPORATED Agenda Number: 934058959 -------------------------------------------------------------------------------------------------------------------------- Security: 595017104 Meeting Type: Annual Ticker: MCHP Meeting Date: 25-Aug-2014 ISIN: US5950171042 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR STEVE SANGHI Mgmt For For MATTHEW W. CHAPMAN Mgmt For For L.B. DAY Mgmt Withheld Against ESTHER L. JOHNSON Mgmt For For WADE F. MEYERCORD Mgmt For For 2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Mgmt For For LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF MICROCHIP FOR THE FISCAL YEAR ENDING MARCH 31, 2015. 3. TO AMEND MICROCHIP'S 2001 EMPLOYEE STOCK PURCHASE PLAN Mgmt For For TO PROVIDE FOR A PLAN TERM ENDING ON AUGUST 31, 2024. 4. TO AMEND MICROCHIP'S 1994 INTERNATIONAL EMPLOYEE STOCK Mgmt For For PURCHASE PLAN TO EXTEND THE PLAN TERM BY TEN YEARS ENDING ON NOVEMBER 30, 2024. 5. PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) Mgmt For For BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVES. -------------------------------------------------------------------------------------------------------------------------- MICROSOFT CORPORATION Agenda Number: 934087708 -------------------------------------------------------------------------------------------------------------------------- Security: 594918104 Meeting Type: Annual Ticker: MSFT Meeting Date: 03-Dec-2014 ISIN: US5949181045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES III Mgmt For For 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE Mgmt For For 1C. ELECTION OF DIRECTOR: TERI L. LIST-STOLL Mgmt For For 1D. ELECTION OF DIRECTOR: G. MASON MORFIT Mgmt For For 1E. ELECTION OF DIRECTOR: SATYA NADELLA Mgmt For For 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI Mgmt For For 1G. ELECTION OF DIRECTOR: HELMUT PANKE Mgmt For For 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF Mgmt For For 1I. ELECTION OF DIRECTOR: JOHN W. STANTON Mgmt For For 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON Mgmt Against Against 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For 3. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR Mgmt For For INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4. SHAREHOLDER PROPOSAL - PROXY ACCESS FOR SHAREHOLDERS Shr For Against -------------------------------------------------------------------------------------------------------------------------- SEADRILL LIMITED Agenda Number: 934062706 -------------------------------------------------------------------------------------------------------------------------- Security: G7945E105 Meeting Type: Annual Ticker: SDRL Meeting Date: 19-Sep-2014 ISIN: BMG7945E1057 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RE-ELECT JOHN FREDRIKSEN AS A DIRECTOR OF THE Mgmt Against Against COMPANY. 2 TO RE-ELECT TOR OLAV TROIM AS A DIRECTOR OF THE Mgmt Against Against COMPANY. 3 TO RE-ELECT KATE BLANKENSHIP AS A DIRECTOR OF THE Mgmt Against Against COMPANY. 4 TO RE-ELECT KATHRINE FREDRIKSEN AS A DIRECTOR OF THE Mgmt For For COMPANY. 5 TO RE-ELECT CARL ERIK STEEN AS A DIRECTOR OF THE Mgmt For For COMPANY. 6 TO RE-ELECT BERT BEKKER AS A DIRECTOR OF THE COMPANY. Mgmt For For 7 TO RE-ELECT PAUL LEAND, JR. AS A DIRECTOR OF THE Mgmt For For COMPANY. 8 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP, AS AUDITOR Mgmt For For AND TO AUTHORIZE THE DIRECTORS TO DETERMINE THEIR REMUNERATION. 9 TO APPROVE THE REMUNERATION OF THE COMPANY'S BOARD OF Mgmt For For DIRECTORS OF A TOTAL AMOUNT OF FEES NOT TO EXCEED US $1,500,000 FOR THE YEAR ENDED DECEMBER 31, 2014. -------------------------------------------------------------------------------------------------------------------------- SEAGATE TECHNOLOGY PLC Agenda Number: 934072618 -------------------------------------------------------------------------------------------------------------------------- Security: G7945M107 Meeting Type: Annual Ticker: STX Meeting Date: 22-Oct-2014 ISIN: IE00B58JVZ52 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. ELECTION OF DIRECTOR: STEPHEN J. LUCZO Mgmt For For 1B. ELECTION OF DIRECTOR: FRANK J. BIONDI, JR. Mgmt For For 1C. ELECTION OF DIRECTOR: MICHAEL R. CANNON Mgmt For For 1D. ELECTION OF DIRECTOR: MEI-WEI CHENG Mgmt For For 1E. ELECTION OF DIRECTOR: WILLIAM T. COLEMAN Mgmt For For 1F. ELECTION OF DIRECTOR: JAY L. GELDMACHER Mgmt For For 1G. ELECTION OF DIRECTOR: KRISTEN M. ONKEN Mgmt For For 1H. ELECTION OF DIRECTOR: DR. CHONG SUP PARK Mgmt For For 1I. ELECTION OF DIRECTOR: GREGORIO REYES Mgmt For For 1J. ELECTION OF DIRECTOR: STEPHANIE TILENIUS Mgmt For For 1K. ELECTION OF DIRECTOR: EDWARD J. ZANDER Mgmt For For 2. TO GRANT THE DIRECTORS AUTHORITY TO ISSUE SHARES. Mgmt For For 3. TO GRANT THE DIRECTORS AUTHORITY TO ISSUE SHARES FOR Mgmt For For CASH WITHOUT FIRST OFFERING SHARES TO EXISTING SHAREHOLDERS. 4. TO DETERMINE THE PRICE RANGE AT WHICH THE COMPANY CAN Mgmt For For RE-ISSUE SHARES HELD AS TREASURY SHARES. 5. TO APPROVE THE AMENDED AND RESTATED SEAGATE TECHNOLOGY Mgmt For For PLC 2012 EQUITY INCENTIVE PLAN. 6. TO APPROVE, IN A NON-BINDING ADVISORY VOTE, THE Mgmt For For COMPENSATION OF NAMED EXECUTIVE OFFICERS. 7. TO AUTHORIZE HOLDING THE 2015 ANNUAL GENERAL MEETING Mgmt For For OF SHAREHOLDERS OF THE COMPANY AT A LOCATION OUTSIDE OF IRELAND. 8. TO RATIFY, IN A NON-BINDING VOTE, THE APPOINTMENT OF Mgmt For For ERNST & YOUNG AS THE INDEPENDENT AUDITORS OF THE COMPANY AND TO AUTHORIZE, IN A BINDING VOTE, THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITORS' REMUNERATION. -------------------------------------------------------------------------------------------------------------------------- VODAFONE GROUP PLC Agenda Number: 934046740 -------------------------------------------------------------------------------------------------------------------------- Security: 92857W308 Meeting Type: Annual Ticker: VOD Meeting Date: 29-Jul-2014 ISIN: US92857W3088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO RECEIVE THE COMPANY'S ACCOUNTS, THE STRATEGIC Mgmt For For REPORT AND REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YEAR ENDED 31 MARCH 2014 2. TO RE-ELECT GERARD KLEISTERLEE AS A DIRECTOR Mgmt For For 3. TO RE-ELECT VITTORIO COLAO AS A DIRECTOR Mgmt For For 4. TO ELECT NICK READ AS A DIRECTOR Mgmt For For 5. TO RE-ELECT STEPHEN PUSEY AS A DIRECTOR Mgmt For For 6. TO ELECT SIR CRISPIN DAVIS AS A DIRECTOR Mgmt For For 7. TO ELECT DAME CLARA FURSE AS A DIRECTOR, WITH EFFECT Mgmt For For FROM 1 SEPTEMBER 2014 8. TO ELECT VALERIE GOODING AS A DIRECTOR Mgmt For For 9. TO RE-ELECT RENEE JAMES AS A DIRECTOR Mgmt For For 10. TO RE-ELECT SAMUEL JONAH AS A DIRECTOR Mgmt For For 11. TO RE-ELECT OMID KORDESTANI AS A DIRECTOR Mgmt For For 12. TO RE-ELECT NICK LAND AS A DIRECTOR Mgmt For For 13. TO RE-ELECT LUC VANDEVELDE AS A DIRECTOR Mgmt For For 14. TO RE-ELECT PHILIP YEA AS A DIRECTOR Mgmt For For 15. TO DECLARE A FINAL DIVIDEND OF 7.47 PENCE PER ORDINARY Mgmt For For SHARE FOR THE YEAR ENDED 31 MARCH 2014 16. TO APPROVE THE DIRECTORS' REMUNERATION POLICY FOR THE Mgmt For For YEAR ENDED 31 MARCH 2014 17. TO APPROVE THE REMUNERATION REPORT OF THE BOARD FOR Mgmt For For THE YEAR ENDED 31 MARCH 2014 18. TO APPROVE THE VODAFONE GLOBAL INCENTIVE PLAN RULES Mgmt For For 19. TO CONFIRM PWC'S APPOINTMENT AS AUDITOR Mgmt For For 20. TO AUTHORISE THE AUDIT AND RISK COMMITTEE TO DETERMINE Mgmt For For THE REMUNERATION OF THE AUDITOR 21. TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For S22 TO AUTHORISE THE DIRECTORS TO DIS-APPLY PRE-EMPTION Mgmt For For RIGHTS S23 TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN SHARES Mgmt For For 24. TO AUTHORISE POLITICAL DONATIONS AND EXPENDITURE Mgmt For For S25 TO AUTHORISE THE COMPANY TO CALL GENERAL MEETINGS Mgmt Against Against (OTHER THAN AGMS) ON 14 CLEAR DAYS' NOTICE TFGT Sands Capital Select Growth Fund -------------------------------------------------------------------------------------------------------------------------- NIKE, INC. Agenda Number: 934062819 -------------------------------------------------------------------------------------------------------------------------- Security: 654106103 Meeting Type: Annual Ticker: NKE Meeting Date: 18-Sep-2014 ISIN: US6541061031 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR ALAN B. GRAF, JR. Mgmt For For JOHN C. LECHLEITER Mgmt For For MICHELLE A. PELUSO Mgmt For For PHYLLIS M. WISE Mgmt For For 2. TO HOLD AN ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For COMPENSATION. 3. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. TFGT Small Cap Core Fund -------------------------------------------------------------------------------------------------------------------------- ALBEMARLE CORPORATION Agenda Number: 934083825 -------------------------------------------------------------------------------------------------------------------------- Security: 012653101 Meeting Type: Special Ticker: ALB Meeting Date: 14-Nov-2014 ISIN: US0126531013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF Mgmt Against Against ALBEMARLE CORPORATION COMMON STOCK TO SHAREHOLDERS OF ROCKWOOD HOLDINGS, INC. ON THE TERMS AND CONDITIONS SET OUT IN THE AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 15, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG ALBEMARLE CORPORATION, ALBEMARLE HOLDINGS CORPORATION AND ROCKWOOD HOLDINGS, INC. 2. PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY Mgmt Against Against OR APPROPRIATE, INCLUDING TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL 1. -------------------------------------------------------------------------------------------------------------------------- ALLIANT TECHSYSTEMS INC. Agenda Number: 934047730 -------------------------------------------------------------------------------------------------------------------------- Security: 018804104 Meeting Type: Annual Ticker: ATK Meeting Date: 30-Jul-2014 ISIN: US0188041042 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR MICHAEL CALLAHAN Mgmt For For ROXANNE J. DECYK Mgmt For For MARK W. DEYOUNG Mgmt For For MARTIN C. FAGA Mgmt For For RONALD R. FOGLEMAN Mgmt For For APRIL H. FOLEY Mgmt For For TIG H. KREKEL Mgmt For For DOUGLAS L. MAINE Mgmt For For ROMAN MARTINEZ IV Mgmt For For 2. ADVISORY VOTE TO APPROVE THE COMPENSATION OF ATK'S Mgmt For For NAMED EXECUTIVE OFFICERS 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For PUBLIC ACCOUNTING FIRM 4. STOCKHOLDER PROPOSAL - DISCLOSURE OF ACTIONS TAKEN ON Shr Against For SANDY HOOK PRINCIPLES -------------------------------------------------------------------------------------------------------------------------- CONVERSANT, INC Agenda Number: 934097494 -------------------------------------------------------------------------------------------------------------------------- Security: 21249J105 Meeting Type: Special Ticker: CNVR Meeting Date: 09-Dec-2014 ISIN: US21249J1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF Mgmt For For SEPTEMBER 11, 2014, BY AND AMONG ALLIANCE DATA SYSTEMS CORPORATION, CONVERSANT, INC. AND AMBER SUB LLC, A WHOLLY OWNED SUBSIDIARY OF ALLIANCE DATA SYSTEMS CORPORATION. 2. TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE Mgmt For For COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO CONVERSANT, INC.'S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE MERGER. 3. TO APPROVE ONE OR MORE ADJOURNMENTS OF THE CONVERSANT, Mgmt For For INC. SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE ABOVE PROPOSALS IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF SUCH ADJOURNMENT TO APPROVE SUCH PROPOSALS. TFGT Small Cap Value Fund -------------------------------------------------------------------------------------------------------------------------- BRIGGS & STRATTON CORPORATION Agenda Number: 934071135 -------------------------------------------------------------------------------------------------------------------------- Security: 109043109 Meeting Type: Annual Ticker: BGG Meeting Date: 15-Oct-2014 ISIN: US1090431099 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR KEITH R. MCLOUGHLIN Mgmt For For HENRIK C. SLIPSAGER Mgmt For For BRIAN C. WALKER Mgmt For For 2. RATIFY DELOITTE & TOUCHE LLP AS THE COMPANY'S Mgmt For For INDEPENDENT AUDITORS. 3. APPROVE, BY NON-BINDING ADVISORY VOTE, EXECUTIVE Mgmt For For COMPENSATION. 4. APPROVE THE BRIGGS & STRATTON CORPORATION 2014 OMNIBUS Mgmt Against Against INCENTIVE PLAN. -------------------------------------------------------------------------------------------------------------------------- ETHAN ALLEN INTERIORS INC. Agenda Number: 934083508 -------------------------------------------------------------------------------------------------------------------------- Security: 297602104 Meeting Type: Annual Ticker: ETH Meeting Date: 18-Nov-2014 ISIN: US2976021046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR M. FAROOQ KATHWARI Mgmt For For JAMES B. CARLSON Mgmt For For CLINTON A. CLARK Mgmt For For JOHN J. DOONER, JR. Mgmt For For KRISTIN GAMBLE Mgmt For For JAMES W. SCHMOTTER Mgmt For For FRANK G. WISNER Mgmt For For 2. PROPOSAL TO RATIFY KPMG LLP AS OUR INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. 3. PROPOSAL TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE Mgmt For For COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- HERMAN MILLER, INC. Agenda Number: 934069560 -------------------------------------------------------------------------------------------------------------------------- Security: 600544100 Meeting Type: Annual Ticker: MLHR Meeting Date: 06-Oct-2014 ISIN: US6005441000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR MARY VERMEER ANDRINGA Mgmt For For J. BARRY GRISWELL Mgmt For For BRIAN C. WALKER Mgmt For For 2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Mgmt For For LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. PROPOSAL TO APPROVE THE FIRST AMENDMENT TO THE HERMAN Mgmt For For MILLER, INC. 2011 LONG-TERM INCENTIVE PLAN. 4. PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE Mgmt For For COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. -------------------------------------------------------------------------------------------------------------------------- MEREDITH CORPORATION Agenda Number: 934082227 -------------------------------------------------------------------------------------------------------------------------- Security: 589433101 Meeting Type: Annual Ticker: MDP Meeting Date: 12-Nov-2014 ISIN: US5894331017 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR PHILIP C. MARINEAU# Mgmt Withheld Against ELIZABETH E. TALLETT# Mgmt Withheld Against DONALD A. BAER# Mgmt For For DONALD C. BERG$ Mgmt For For 2. TO APPROVE, ON AN ADVISORY BASIS, THE EXECUTIVE Mgmt Against Against COMPENSATION PROGRAM FOR THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT 3. TO APPROVE THE MEREDITH CORPORATION 2014 STOCK Mgmt Against Against INCENTIVE PLAN 4. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING JUNE 30, 2015 -------------------------------------------------------------------------------------------------------------------------- NEW RESIDENTIAL INVESTMENT CORP. Agenda Number: 934072024 -------------------------------------------------------------------------------------------------------------------------- Security: 64828T102 Meeting Type: Special Ticker: NRZ Meeting Date: 15-Oct-2014 ISIN: US64828T1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 PROPOSAL TO APPROVE AN AMENDMENT TO OUR AMENDED AND Mgmt For For RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF OUR COMMON STOCK, PAR VALUE $0.01 PER SHARE, AT A RATIO OF 1-FOR-2 PRIOR TO OUR 2015 ANNUAL MEETING OF STOCKHOLDERS. -------------------------------------------------------------------------------------------------------------------------- RESOURCES CONNECTION, INC. Agenda Number: 934076565 -------------------------------------------------------------------------------------------------------------------------- Security: 76122Q105 Meeting Type: Annual Ticker: RECN Meeting Date: 23-Oct-2014 ISIN: US76122Q1058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR ROBERT F. KISTINGER Mgmt For For JOLENE SARKIS Mgmt For For ANNE SHIH Mgmt For For 2. APPROVAL OF THE RESOURCES CONNECTION, INC. 2014 Mgmt Against Against PERFORMANCE INCENTIVE PLAN. 3. APPROVAL OF AN AMENDMENT TO THE RESOURCES CONNECTION, Mgmt For For INC. EMPLOYEE STOCK PURCHASE PLAN. 4. RATIFICATION OF THE ENGAGEMENT OF MCGLADREY LLP AS THE Mgmt For For COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 5. ADVISORY VOTE ON THE COMPANY'S EXECUTIVE COMPENSATION. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- TECHNE CORPORATION Agenda Number: 934077288 -------------------------------------------------------------------------------------------------------------------------- Security: 878377100 Meeting Type: Annual Ticker: TECH Meeting Date: 30-Oct-2014 ISIN: US8783771004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. TO SET THE NUMBER OF DIRECTORS AT TEN. Mgmt For For 2A. ELECTION OF DIRECTOR: CHARLES R. KUMMETH Mgmt For For 2B. ELECTION OF DIRECTOR: ROBERT V. BAUMGARTNER Mgmt For For 2C. ELECTION OF DIRECTOR: ROGER C. LUCAS, PH.D. Mgmt For For 2D. ELECTION OF DIRECTOR: HOWARD V. O'CONNELL Mgmt For For 2E. ELECTION OF DIRECTOR: RANDOLPH C. STEER, M.D., PH.D. Mgmt For For 2F. ELECTION OF DIRECTOR: CHARLES A. DINARELLO, M.D. Mgmt For For 2G. ELECTION OF DIRECTOR: KAREN A. HOLBROOK, PH.D. Mgmt For For 2H. ELECTION OF DIRECTOR: JOHN L. HIGGINS Mgmt For For 2I. ELECTION OF DIRECTOR: ROELAND NUSSE, PH.D. Mgmt For For 2J. ELECTION OF DIRECTOR: HAROLD J. WIENS Mgmt For For 3. A NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER Mgmt For For COMPENSATION. 4. RATIFY THE APPOINTMENT OF KPMG LLP AS REGISTERED Mgmt For For PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2015. 5. APPROVE THE 2014 EMPLOYEE STOCK PURCHASE PLAN. Mgmt For For 6. AMEND THE ARTICLES OF INCORPORATION TO CHANGE THE NAME Mgmt For For OF THE COMPANY FROM TECHNE CORPORATION TO BIO-TECHNE CORPORATION. -------------------------------------------------------------------------------------------------------------------------- TIDEWATER INC. Agenda Number: 934051335 -------------------------------------------------------------------------------------------------------------------------- Security: 886423102 Meeting Type: Annual Ticker: TDW Meeting Date: 31-Jul-2014 ISIN: US8864231027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR M. JAY ALLISON Mgmt For For JAMES C. DAY Mgmt For For RICHARD T. DU MOULIN Mgmt For For MORRIS E. FOSTER Mgmt For For J. WAYNE LEONARD Mgmt For For RICHARD A. PATTAROZZI Mgmt For For JEFFREY M. PLATT Mgmt For For ROBERT L. POTTER Mgmt For For NICHOLAS J. SUTTON Mgmt For For CINDY B. TAYLOR Mgmt For For JACK E. THOMPSON Mgmt For For 2. SAY ON PAY VOTE - AN ADVISORY VOTE TO APPROVE Mgmt For For EXECUTIVE COMPENSATION (AS DISCLOSED IN THE PROXY STATEMENT). 3. APPROVAL OF THE TIDEWATER INC. 2014 STOCK INCENTIVE Mgmt For For PLAN. 4. RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP Mgmt For For AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2015. -------------------------------------------------------------------------------------------------------------------------- UNIVERSAL CORPORATION Agenda Number: 934052490 -------------------------------------------------------------------------------------------------------------------------- Security: 913456109 Meeting Type: Annual Ticker: UVV Meeting Date: 05-Aug-2014 ISIN: US9134561094 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR GEORGE C. FREEMAN, III Mgmt For For LENNART R. FREEMAN Mgmt For For EDDIE N. MOORE, JR. Mgmt For For 2. APPROVE A NON-BINDING ADVISORY RESOLUTION RELATING TO Mgmt For For THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS 3. RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE Mgmt For For COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2015 4. APPROVE THE UNIVERSAL CORPORATION AMENDED AND RESTATED Mgmt For For EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN TFGT Total Return Bond Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. TFGT Ultra Short Duration Fixed Income Fund -------------------------------------------------------------------------------------------------------------------------- The fund held no voting securities during the reporting period and did not vote any securities or have any securities that were subject to a vote during the reporting period. * Management position unknown
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant Touchstone Funds Group Trust
By (Signature and Title)* /s/Jill T. McGruder
Jill T. McGruder, President
(Principal Executive Officer)
Date August 14, 2015
*Print the name and title of each signing officer under his or her signature.